a r 2 o12 - tin can manufacturer · kian joo can factory berhad (3186-p) lot no.10, jalan...

KIAN JOO CAN FACTORY BERHAD (3186-P)

Lot No.10, Ja lan Perusahaan Satu68100 Batu CavesSe langor Daru l Ehsan, Malays ia

Tel +603 6189 6322

Fax +603 6189 8185

www.KJCF.net

A R 2 o 1 2

KIA

N JO

O C

AN

FA

CT

OR

Y B

ER

HA

D 3

18

6P

A

NN

UA

L

RE

PO

RT

2

o1

2

90,241

68,491

132,906

139,487

143,716

1,065,127

1,173,930

1,196,228

1,322,982

1,359,173

TOTAL ASSETS( RM’000 )

2008

2008

2008

2008

2009

2009

2009

2009

2010

2010

2010

2010

2011

2011

2011

2011

2012

2012

2012

2012

69,501

48,776

104,044

120,658

101,967

PROFIT AFTER TAXATION AND MINORITY INTEREST( RM’000 )

875,527

875,601

992,671

1,086,037

1,162,845

2012 2011 2010 2009 2008

Revenue (RM’000) 1,162,845 1,086,037 992,671 875,601 875,527 #

Profi t Before Taxation (RM’000) 143,716 139,487 132,906 68,491 90,241 #

Profi t After Taxation and Minority Interest (RM’000) 120,658 104,044 101,967 48,776 69,501

Dividend Rate, Paid (%) 50 55 35 20 35

Dividend Net, Paid (RM’000) 55,520 61,073 36,088 22,208 38,865

Paid-up Capital (RM’000) 111,042 111,042 111,042 111,042 111,042

Shareholders' Equity (RM’000) 974,204 910,147 872,166 818,512 691,054

Total Assets (RM’000) 1,359,173 1,322,982 1,196,228 1,173,930 1,065,127

Total Borrowings (RM’000) 182,306 194,216 114,432 140,759 202,067

Earnings Per Share (sen) 27.16 23.42 22.96 10.98 15.65

Net Assets Backing Per Share + 2.19 2.05 1.96 1.84 1.56

Borrowings / Shareholders' Equity (%) 19 21 13 17 29

# Excluded results of Multi-Pet Sdn. Bhd. which are classifi ed under “Discontinued Operation” in the Financial Statements.

+ Computed based on share capital at the year end.

PROFIT BEFORE TAXATION( RM’000 )

REVENUE( RM’000 )

FIVE-YEARFINANCIAL HIGHLIGHTS

2 Corporate Information

3 Corporate Structure

4 Chairman’s Statement

6 Profi le of Directors

10 Corporate Social Responsibility

11 Statement on Corporate Governance

18 Responsibility Statement by the Board of Directors

19 Audit Committee Report

22 Other Information

23 Statement on Risk Management and Internal Control

25 Financial Statements

117 List of Properties

120 Analysis of Shareholdings

124 Notice of Annual General Meeting

Proxy Form

CONTENTS

CORPORATE INFORMATION

BOARD OF DIRECTORS

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar(Chairman/Independent Non-Executive Director)

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar(Independent Non-Executive Director)

Yeoh Jin Hoe(Group Managing Director)

Chee Khay Leong(Chief Operating Offi cer cum Executive Director)

Dato’ Anthony See Teow Guan(Executive Director)

See Teow Koon(Executive Director)

See Tiau Kee(Executive Director)

Rick Loh Lap Sang(Independent Non-Executive Director)

Onn Kien Hoe(Independent Non-Executive Director)

AUDIT COMMITTEE

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar(Chairman)

Rick Loh Lap Sang

Onn Kien Hoe

REMUNERATION COMMITTEE

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar(Chairman)

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar

Rick Loh Lap Sang

NOMINATION COMMITTEE

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar(Chairman)

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar

Rick Loh Lap Sang

COMPANY SECRETARIES

Tan Bee Keng (MAICSA 0856474)

Chia Kwok Why (MAICSA 7005833)

AUDITORS

Ernst & YoungChartered AccountantsLevel 23A, Menara MileniumJalan Damanlela, Pusat Bandar Damansara50490 Kuala LumpurWilayah Persekutuan, MalaysiaTel No. : 603-7495 8000Fax No. : 603-2095 5332

REGISTERED AND CORPORATE OFFICE

Lot No. 10, Jalan Perusahaan Satu68100 Batu CavesSelangor Darul Ehsan, MalaysiaTel No. : 603-6189 6322Fax No. : 603-6189 8185

SOLICITORS

Shook Lin & Bok20th Floor, AmBank Group Building55, Jalan Raja Chulan50200 Kuala LumpurWilayah Persekutuan, Malaysia

Jublin Tan & Tey18-1, 1st FloorJalan Kampung Attap50460 Kuala LumpurWilayah Persekutuan, Malaysia

BANKERS / FINANCIAL COMPANIES / FINANCIAL INSTITUTIONS

AmInvestment Services BerhadCIMB Bank BerhadCitibank BerhadHSBC Bank Malaysia BerhadHwangDBS Investment Bank BerhadMalaysia Building Society BerhadOCBC Bank (Malaysia) BerhadPublic Bank Berhad

SHARE REGISTRAR

Boardroom Corporate Services (KL) Sdn BhdLot 6.05, Level 6, KPMG Tower8 First Avenue, Bandar Utama47800 Petaling JayaSelangor Darul Ehsan, Malaysia Tel No. : 603-7720 1188Fax No. : 603-7720 1111

STOCK EXCHANGE LISTING

Main MarketBursa Malaysia Securities BerhadStock Name : KIANJOOStock code : 3522Sector : Industrial Products

WEBSITE

www.KJCF.net

K I A N J O O C A N F A C T O R Y B E R H A D (3186-P)2

19%

81%

CORPORATE STRUCTURE

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

54.83%

50%

100%

100%

100%

100%

100%

Kian Joo Packaging Sdn. Bhd.

KJM Aluminium Can Sdn. Bhd.

Federal Metal Printing Factory, Sdn. Berhad

Metal-Pak (Malaysia) Sdn. Bhd.

KJ Can (Selangor) Sdn. Bhd.

KJ Can (Johore) Sdn. Bhd.

Kian Joo Can (Vietnam) Co., Ltd.

Kian Joo Canpack Sdn. Bhd.

Kian Joo Canpack (Shah Alam) Sdn. Bhd.

Multi-Pet Sdn. Bhd.

Indastri Kian Joo Sdn. Bhd.

KJO Systems Sdn. Bhd.

KJ Can (Singapore) Pte. Ltd. Box-Pak (Johore) Sdn. Bhd.

Bintang Seribu Sdn. Bhd.

Box-Pak (Vietnam) Co., Ltd.

Great Asia Tin Cans Factory,Company Sdn. Berhad

Box-Pak (Malaysia) Bhd.

Kian Joo-Visypak Sdn. Bhd.

Box-Pak (Hanoi) Co., Ltd.

A N N U A L R E P O R T 2 0 1 2 3

CHAIRMAN’S STATEMENT

On behalf of the Board of Directors (“Board”), I have pleasure in presenting the Annual Report and audited fi nancial statements of Kian Joo Can Factory Berhad (“Kian Joo” or “the Company”) for the fi nancial year ended 31 December 2012.

FINANCIAL REVIEW

Amidst global economic uncertainties, Kian Joo group of companies, (“the Group’’) continued to deliver good performance in 2012, with growth being recorded in revenue and profi ts.

Revenue of the Group improved by RM76.8 million in 2012 to RM1.16 billion from RM1.08 billion in 2011. Revenue growth was recorded by all divisions of the Group, with signifi cant contribution by the Cans and Corrugated Cartons Divisions of the Group’s Vietnam operations.

The Group’s profi t before tax grew by RM4.2 million to RM143.7 million from RM139.5 million in the immediate preceding year attributable to a RM7.9 million gain on disposal of the Group’s interest in Kian Joo Canpack (Vietnam) Co., Ltd.

The Group’s net profi t after tax was 17% higher at RM128.2 million compared to RM109.7 million in 2011, resulting in a corresponding increase in earnings per share from 23.42 sen to 27.16 sen.

REVIEW OF OPERATIONS

Cans Division

Growth in the Cans Division gained momentum in 2012, with an increase of RM55.6 million in the current year under review to RM862.1 million compared to RM806.5 million in 2011. The Division’s impressive results were attributable to strong demand enjoyed by its Vietnam operation, and the increased capacity to meet orders following commissioning of the new high speed aluminium can-making line in the Fourth Quarter of 2012.

Corrugated Cartons Division

Revenue and profi t before tax of the Corrugated Cartons Division continued to climb with impressive growth recorded by the Vietnam operations. Demand for cartons remained strong in the Vietnam market, thereby contributing to the continued growth in revenue of RM15.6 million to the Division. The demand enabled the Division to enjoy greater economies of scale and improved operating effi ciency.

Contract Packing Services Division

In 2012, the Contract Packing Services Division recorded an increase in revenue of RM8.8 million. However, profi t before tax suffered a decline due to impairment losses recognized on receivables and inventories.

SIGNIFICANT CORPORATE DEVELOPMENT

Disposal of Kian Joo Canpack (Vietnam) Co., Ltd

During the year, the Group disposed its entire 60% equity interest in Kian Joo Canpack (Vietnam) Co., Ltd for a total consideration of USD9.3 million. The disposal allowed the Group to recuperate its investment in Kian Joo Canpack (Vietnam) Co., Ltd.

Expansion of Business Operations in Vietnam

The Group is in the process of expanding its manufacturing operations in Vietnam to cater for the demand for high quality printed corrugated boxes there.

Our subsidiary, Box-Pak (Hanoi) Co. Ltd, is currently constructing a new plant in VSIP Bac Ninh Industrial Park, Hanoi. The plant is expected to commence commercial operations in the third quarter of 2013.

Proposed Bonus Issue and Rights Issue

In the previous fi nancial year, the Company announced its proposal to implement a bonus issue of 222,083,393 new ordinary shares of RM0.25 each to be credited as fully paid-up, on the basis of 1 bonus shares for every existing shares held and a renounceable rights issue of 166,562,919 fi ve-year warrants 2011/2016 on the basis of 1 warrant for every 4 shares held in the Company, after the proposed bonus issue, at an issue price of RM0.01 per warrant.

The proposal is pending fulfi llment of certain conditions set by Bursa Malaysia Securities Berhad. Shareholders’ approval has yet to be sought. There is also litigation on the Proposal in the Federal Court.

osal is pending fulfi llmght. There is also litigat


CHAIRMAN’S STATEMENT (CONT’D)

INDUSTRY TREND AND DEVELOPMENT

General

The introduction of minimum wages in Malaysia and the extension of retirement age will translate to extra production cost to the manufacturing industry. The ability to manage these extra costs poses a fresh challenge to the manufacturing industry.

In Vietnam, the manufacturing industry is also facing similar challenges as minimum wages implemented by the Vietnamese Government is subject to annual revision.

Cans Division

The recent petition for anti-dumping protection by the sole supplier of tin plates in Malaysia, Perusahaan Sadur Timah Malaysia (“PERSTIMA”), to the Ministry of International Trade and Industry (“MITI”) against importation of tin plates from the Republic of Korea and People’s Republic of China poses a signifi cant threat to the future profi tability of players in the tin can industry.

The competitiveness of tin can manufacturers in Malaysia and its downstream industries will inevitably be weakened by increased material cost if the anti-dumping petition is successful.

The Group, together with other industry players has engaged MITI in offi cial dialogues to disallow PERSTIMA’s application for anti-dumping duty protection which, if allowed, will cause prices of canned products to spike. This infl ation which could be avoided should not burden Malaysians.

Corrugated Cartons Division

In recent years, a trend of industry consolidation in Malaysia was noted. Such consolidation in the corrugated cartons industry had increased competition in this sector.

DIVIDENDS

For the fi nancial year ended 31 December 2012, the Board of Directors (“Board”) is pleased to recommend a fi nal tax exempt (single-tier) dividend of 10% (2.5 sen per share) and a special tax exempt (single-tier) dividend of 15% (3.75 sen per share) for approval by shareholders at the forthcoming Fifty-Fifth Annual General Meeting of the Company.

During the year, the Company declared an interim tax exempt (single-tier) dividend of 10% (2.5 sen per share) and a special tax exempt (single-tier) dividend of 15% (3.75 sen per share), both of which were paid on 28 September 2012.

PROSPECTS

Due to the uncertain global economic outlook and other competitive factors affecting the industry, the Board expects the Group to continuously face challenges to maintain its market share and profi tability in the coming fi nancial year.

Apart from the need to manage the increased labour cost attributable to the minimum wage and extended retirement age, movements in the cost of key materials and fl uctuations in the foreign currency exchange rate will also have an impact on the Group’s results for fi nancial year 2013.

However, barring unforeseen circumstances, the Group continues to be resilient and anticipates the results for the fi nancial year 2013 to be satisfactory.

APPRECIATION

On behalf of the Board of Directors, I would like to express our deepest appreciation to the management and our dedicated team of employees for their effort, cooperation and commitment into once again producing a set of commendable results despite the challenging environment that the Group was operating in.

I would also like to thank our valued customers, suppliers, business associates, bankers and shareholders for their warm and encouraging support for the Group.

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afarChairman

A N N U A L R E P O R T 2 0 1 2 5

PROFILE OF DIRECTORS

Y.A.M. TUNKU NAQUIYUDDIN IBNI ALMARHUM TUANKU JA’AFARIndependent Non-Executive Chairman, Malaysian, Aged 66

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar, was appointed to the Board on 30 November 1999. He is also the Chairman of Remuneration Committee and Nomination Committee.

Y.A.M. Tunku Naquiyuddin read International Politics at the University of Wales in Aberystwyth and graduated with a Bachelor of Science degree with Honours in Economics from the same university. Tunku served in the Ministry of Foreign Affairs and was posted as the Second Secretary with the Malaysian Embassy in Paris. Tunku later headed Antah Holdings Berhad as its Chairman, a position held till 2007, which was vacated for a 5-year period during his tenure as the Regent of Negeri Sembilan from 1994 to 1999. Tunku was also a Council Member of the Business Council for Sustainable Development, a Geneva-based organisation, Founder and Head of the Federation of Public Listed Companies and Committee Member of the Kuala Lumpur Stock Exchange.

Y.A.M. Tunku Naquiyuddin is presently Chairman of Sino Hua-An International Berhad, Olympia Industries Berhad and a Director in Ann Joo Resources Berhad which are all listed on Bursa Malaysia Securities Berhad. He also sits on the board of Orix Leasing Malaysia Berhad.

Y.A.M. Tunku Naquiyuddin is the brother of Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar. Y.A.M. Tunku Naquiyuddin does not have family relationship with any major shareholder of the Company.

Y.A.M. TUNKU DATO’ SERI NADZARUDDIN IBNI ALMARHUM TUANKU JA’AFAR Independent Non-Executive Director, Malaysian, Aged 53

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar was appointed to the Board on 1 June 1994. He is also the Chairman of Audit Committee, a member of Remuneration Committee and Nomination Committee. He holds a Bachelor of Science (Honours) degree in Mathematics from Middlesex University, England.

Tunku Dato’ Seri Nadzaruddin worked with British Telecommunications in London from 1982 to 1983. In 1985, he joined ESSO Production Malaysia Inc. (EPMI) as a System Analyst until March 1988. He then left EPMI to become the General Manager of Asia-Pacifi c Videolab Sdn Bhd until April 1990. In May 1990, he joined Antah Holdings Berhad as Executive Assistant to the Managing Director. In December 1992, Tunku Dato’ Seri Nadzaruddin was appointed as an Executive Director of Hwang-DBS Securities Bhd (which later changed its name to Hwang-DBS Investment Bank Bhd). In September 1996, he was appointed as Director of Antah Holdings Bhd until May 2000.

He is the Chairman of Box-Pak (Malaysia) Bhd., a subsidiary company of Kian Joo, which is listed on Bursa Malaysia Securities Berhad. He is an Executive Director of Hwang-DBS Investment Management Berhad.

He also holds directorships in Hwang-DBS (Malaysia) Berhad and Nova MSC Berhad which are both listed on Bursa Malaysia Securities Berhad. He also sits on the board of HwangDBS Investment Bank Berhad, Hwang Investment Management Berhad and Khyra Legacy Berhad.

Tunku Dato’ Seri Nadzaruddin is the Patron and Past President of Persatuan Broker Niaga Hadapan Malaysia (Malaysia Futures Brokers Association). He also served as Deputy President of Financial Planning Association of Malaysia (FPAM) from January 2000 until June 2004.

Y.A.M. Tunku Dato’ Seri Nadzaruddin is the brother of Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar. Y.A.M. Tunku Dato’ Seri Nadzaruddin does not have family relationship with any major shareholder of the Company.


PROFILE OF DIRECTORS (CONT’D)

YEOH JIN HOEGroup Managing Director, Malaysian, Aged 66

Yeoh Jin Hoe, was appointed to the Board on 18 June 2012 as Executive Director and assumed the position of Group Managing Director on 10 July 2012. He is responsible for the development of the corporate goals and objectives of the Group and the setting of strategies to achieve them.

He has extensive experience in the manufacturing and trading industries. He was previously the Managing Director of Can-One Berhad (“Can-One”), a major shareholder of Kian Joo, and which is listed on Bursa Malaysia Securities Berhad. Under his leadership and guidance, Can-One group of companies have expanded its core business to several other businesses. He was instrumental for the acquisition by Can-One of its signifi cant interest in Kian Joo.

He is also the founder of several companies which are involved in the manufacturing sector. These companies manufacture and sell branded mattresses and other sleep related products; food products such as instant noodles and food seasonings; and distribution of sanitary wares, ironmongery, locks and builders’ hardware.

Currently, he is also an Executive Director of Box-Pak (Malaysia) Berhad, a subsidiary company of Kian Joo, which is listed on Bursa Malaysia Securities Berhad, and sits on the board of Can-One as Non-Independent Non-Executive Director.

He is a major shareholder of Kian Joo. He does not have family relationship with any Director of the Company.

CHEE KHAY LEONGChief Operating Offi cer cum Executive Director, Malaysian, Aged 52

Chee Khay Leong was appointed to the Board on 18 June 2012 as Executive Director of the Company and assumed the position of Chief Operating Offi cer cum Executive Director on 10 July 2012. He oversees the implementation of the Group’s broad operational strategies and policies, the operations, management and performance of the Group. He has extensive experience in the management of manufacturing facilities, marketing and business development having been with Can-One group of companies since 1977. Prior to joining Kian Joo, he was the Chief Operating Offi cer cum Executive Director of Can-One.

He still holds directorship in Can-One as an Executive Director.

He does not have family relationship with any Director and/or major shareholder of the Company.

A N N U A L R E P O R T 2 0 1 2 7

SEE TEOW KOONExecutive Director, Malaysian, Aged 63

See Teow Koon was appointed to the Board on 8 October 1974.

He completed his technical studies in Singapore Institute of Technology and in 1967, he furthered his studies in Japan specialising in metal printing and can manufacturing. Subsequently in 1970 he was appointed as Factory Manager of the Company.

He has over 45 years of experience in the packaging industry in particular metal printing and can manufacturing - 3-piece and 2-piece aluminium cans. He is the Executive Director of Box-Pak since 1983.

See Teow Koon, Dato’ Anthony See Teow Guan and See Tiau Kee are brothers. See Teow Koon does not have family relationship with any major shareholder of the Company.

SEE TIAU KEEExecutive Director, Malaysian, Aged 58

See Tiau Kee was appointed to the Board on 15 September 1982.

He joined Kian Joo Group in 1976 and has over thirty-one (31) years of experience in tin can manufacturing operations. He is the Executive Director of Box Pak since 1983.

See Tiau Kee, Dato’ Anthony See Teow Guan and See Teow Koon are brothers. See Tiau Kee does not have family relationship with any major shareholder of the Company.

DATO’ ANTHONY SEE TEOW GUANExecutive Director, Singaporean, Aged 67

Dato’ Anthony See Teow Guan was appointed to the Board on 1 January 1972. He is also responsible for implementation of the Group’s broad operational strategies and policies, and also oversees the day-to-day operations, management and performance of the Group.

He has over 49 years of experience in the packaging industry. He completed his Senior Cambridge education in Singapore and moved immediately to Malaysia to work with Kian Joo. In 1974, he initiated the set up of Box-Pak (Malaysia) Bhd. (“Box-Pak”), a subsidiary of Kian Joo, and serves as the Managing Director. Box-Pak was listed on the Main Board of Bursa Malaysia Securities Berhad in 1996.

In 1993, he was awarded the “Manager of the Year 1992” by Harvard Business School Alumni Club of Malaysia and was the President of the Malaysian Tin Can Manufacturers Association (MTCMA) until June 2004.

Dato’ Anthony See Teow Guan, See Teow Koon and See Tiau Kee are brothers. Dato’ Anthony See Teow Guan does not have family relationship with any major shareholder of the Company.



RICK LOH LAP SANGIndependent Non-Executive Director, Malaysian, Aged 61

Rick Loh Lap Sang was appointed to the Board on 1 January 2004. He is also a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company.

He is a graduate in Accountancy and Marketing. Prior to joining the Company, he was the Managing Director of Sony Music Entertainment (M) Sdn Bhd from 1985 to 2002. Prior to that, he was the Marketing Director of Socoil/Socma Corp Bhd (1982 to 1985) and the Retail Group Manager of Fitzpatricks/Food Fair Sdn Bhd (1972 to 1982).


ONN KIEN HOEIndependent Non-Executive Director, Malaysian, Aged 48

Onn Kien Hoe was appointed to the Board on 27 July 2009. He is a member of the Audit Committee of the Company.

He completed his professional qualifi cation with the Association of Chartered Certifi ed Accountants (ACCA) in 1988, and has been in the accounting profession since then. He is also a member of the Malaysian Institute of Accountants (MIA) and Malaysian Institute of Certifi ed Public Accountants (MICPA).

He is a Partner of Crowe Horwath - Kuala Lumpur Offi ce, and he is also the Co-Head of its Corporate Advisory Department. He was an examiner of the MICPA and a past member of the Malaysian Accounting Standards Board (MASB) Interpretation Committee.

He holds directorships in Nova MSC Berhad and MAA Group Berhad which are both listed on Bursa Malaysia Securities Berhad. He also sits on the board of MAA Takaful Berhad and MAA International Assurance Ltd.



Notes :

• None of the Directors has confl ict of interest with the Company. • None of the Directors has conviction for any offence within the past 10 years.

A N N U A L R E P O R T 2 0 1 2 9

CORPORATE SOCIAL RESPONSIBILITY

Kian Joo Group has always operated as a responsible corporate citizen that believes in caring for its various stakeholders.

Whilst the Group continues to produce high quality products, the Group is fully committed to ensure that its operations remain environmental friendly. This is done by complying strictly with the applicable industry standard and regulations on environmental affairs as well as applying 3R (Reduce, Reuse and Recycle) principles within its operations.

In 2012, the Group continued to fulfi ll its responsibilities to the welfare of the less fortunate and of the local community, through its contributions to various charity organisations throughout the year. Among the recipients of Kian Joo Group’s donations in year 2012 were Pei Yuan High School, Rotary Club of Bukit Bintang and Buddhist Enlightenment Haven.

The Group continued to be involved in an annual community event, the Seremban Marathon as a co-sponsor. Apart from this, the Group also continued to hold its annual blood donation drive as part of its social responsibility efforts.

For many years, the Group has been involved in providing undergraduates from various local universities to undergo their internship training. This year is no exception, and many of the undergraduates have benefi ted from the experience, skills and knowledge gained during their internship with the Group.

The Group is always committed in ensuring that its employees work in a balanced working environment, with the encouragement of staff participation in social and recreational activities. With that commitment in mind, the Group held various jungle walks, family days and sports competitions for its staff and their family members during the year.


STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors is committed in ensuring that the Group practices good Corporate Governance in line with the Malaysian Code on Corporate Governance 2012 (“Code”) issued by the Securities Commission of Malaysia.

A) DIRECTORS

I. The Board

The Board’s main roles are to create value for shareholders and provide leadership to the Group. It is primarily responsible for the Group’s overall strategic plans and directions, overseeing the conduct of the businesses, risk management, succession planning of senior management, implementing investor relations programmes and ensuring the system of internal controls and management information system are adequate and effective.

The Board is satisfi ed with the level of time commitment given by the Directors towards fulfi lling their roles and responsibilities as Directors of the Company during the fi nancial year ended 31 December 2012 (“FYE 2012”). All the Directors do not hold directorships more than that prescribed under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Main LR”) and attended most or all the Board meetings held during the FYE 2012 as shown below:

DirectorsNumber of Meetings Attended/Total Number of Meetings Held

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar 6/6

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar 4/6

Yeoh Jin Hoe 1 3/6

Chee Khay Leong 1 3/6

Dato’ Anthony See Teow Guan 6/6

See Teow Koon 5/6

See Tiau Kee 6/6

Rick Loh Lap Sang 6/6

Onn Kien Hoe 6/6

Dato’ See Teow Chuan 2 3/6

Y.T.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah 3 2/6

1 Appointed on 18 June 20122 Retired on 18 June 20123 Passed away on 30 March 2012

The Board is assisted by the following Board Committees:

1. Executive Committee

The Executive Committee (“Exco”) comprising the Group Managing Director (“MD”), the Chief Operating Offi cer (“COO”), the Executive Directors (“EDs”) and the Group Chief Financial Offi cer assumes some of the responsibilities and functions of the Board, oversees the running of the Group and the implementation of the Board’s decisions and policies relating to operational, sales and marketing strategies, fi nancial, risk management, internal controls, environmental, human resource, compliance, credit control and legal issues.

2. Audit Committee

The Audit Committee was established on 30 June 1994. For details of its composition and and activities, please refer to the Audit Committee Report on page 19 of this Annual Report.

A N N U A L R E P O R T 2 0 1 2 11

A) DIRECTORS (CONT’D)

I. The Board (cont’d)

3. Remuneration Committee

The Remuneration Committee which was established on 19 November 2001, currently comprises the following members who are all Independent Non-Executive Directors (“NEDs”):

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman)Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar Rick Loh Lap Sang

The Remuneration Committee shall recommend for the Board’s approval, the ED’s remuneration package and evaluate the effectiveness of the contributions made by each member of the Board.

The Remuneration Committee met once during the FYE 2012 which was attended by all its members.

Directors’ fees are determined by the Board which are based on a standard fi xed fee and subject to the approval of shareholders at the Annual General Meeting (“AGM”) of the Company. Details of the number of EDs and NEDs in remuneration bands of RM50,000 for the FYE 2012 are disclosed in Note 10 of the Notes to the Financial Statements.

4. Nomination Committee

The Nomination Committee was set up on 26 February 2003 to formalise procedures for appointments to the Board. All decisions on appointments are made by the Board after considering the recommendations of the Nomination Committee.

The Nomination Committee currently comprises the following members who are all Independent NEDs:

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman)Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar Rick Loh Lap Sang

The Nomination Committee met once during the FYE 2012 which was attended by all its members.

II. Board Composition and Independence

The Board currently has 9 members, comprising 4 NEDs, a Group MD, a COO cum ED and 3 EDs. Out of the 9 Directors, 4 of them are Independent Directors which is in compliance with Paragraph 15.02 of the Main LR.

The Chairman holds a Non-Executive position and is primarily responsible for matters pertaining to the Board and overall conduct of the Board. The Group MD is responsible for the development of the corporate goals and objectives of the Group and the setting of strategies to achieve them.

The COO and EDs are responsible for the overall performance and profi table operation of the Company and the Group. They work together with the other senior management of the Group, to manage the business of the Group in the manner consistent with all relevant policies, standards, guidelines, procedures and practices of the Group and in accordance with any specifi c plans, instructions and directions of the Board.

The Independent NEDs do not participate in the day-to-day management as well as the daily business of the Company. In staying clear of any potential confl ict of interest situation, the Independent Directors remain in a position to fulfi ll their responsibility to provide a check and balance to the Board. They provide independence and objective views, advice and judgment which take into account the interests of the Group as well as shareholders and investors. The Board does not consider it necessary to nominate a recognised Senior Independent NED given the separation of the roles of the Chairman who is a NED and the Group MD.

STATEMENT ON CORPORATE GOVERNANCE (CONT’D)



II. Board Composition and Independence (Cont’d)

A brief profi le of each director is presented on pages 6 to 9 of this Annual Report.

1. Tenure of Independent Directors

The Code recommends that the tenure of an Independent Director should not exceed a cumulative term of 9 years. The Board composition was reviewed in line with the aforesaid recommendation to ensure effective functioning of the Board as well as to enable progressive refreshing of the Independent NEDs by bringing in new experience, knowledge and expertise on the Board to meet the current and future needs of the Company and of the Group.

In line with best corporate governance practice, Y.A.M Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar and Rick Loh Lap Seng who are due to retire by rotation at the close of the forthcoming Fifty-Fifth AGM of the Company on 18 June 2013 and who will have served more than 9 years each as Independent NEDs by 18 June 2013, will not be seeking re-election at the said AGM.

2. Shareholders’ approval for retaining designation of Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar as Independent Non-Executive Director

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar, the Independent Non-Executive Chairman, was appointed to the Board on 30 November 1999.

The Board is satisfi ed with the skills, contribution and independent judgment that Y.A.M. Tunku Naquiyuddin brings to the Board. In view thereof, the Board recommends his re-appointment as Independent NED of the Company which will be tabled for shareholders’ approval at the forthcoming Fifty-Fifth AGM of the Company.

III. Board Charter

The Board recognised the importance of formalising a Board Charter so as to provide reference for directors in relation to the Board’s role, powers, duties and functions.

The Board is in the process of formulating the Board Charter and is expected to adopt it by the fi rst half of 2013.

IV. Supply of Information

A meeting agenda is furnished to the Board members at each Board Meeting where all relevant information is available on matters that require the Board’s deliberation and approval.

The Board has full access to all relevant documents or information to discharge its duties effectively which normally pertain to sales, marketing development and strategies, fi nancial results and forecasts, status of major projects and other major operational, environmental, internal control, legal, statutory and regulatory compliance issues.

In intervals between Board meetings, decisions are made by the Exco Committee at the monthly management meetings held together with the operating heads.

The Board have access to the advice and services of the Company Secretaries and may undertake independent professional advice, where necessary, and in appropriate circumstances, in furtherance of their duties.

V. Re-election

The Articles of Association provide for all Directors including the MD to submit themselves for re-election at least once in every 3 years. Independent NED, Onn Kien Hoe who is also due to retire by rotation at the close of the Fifty-Fifth AGM of the Company on 18 June 2013, has indicated that he does not wish to seek re-election at the said AGM.


A N N U A L R E P O R T 2 0 1 2 13


V. Re-election (Cont’d)

Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are over the age of 70 years shall retire at every AGM and may offer themselves for re-appointment to hold offi ce until the next AGM.

VI. Directors’ Training

All the Directors had completed Bursa Malaysia Securities Berhad’s Mandatory Accreditation Programme. During the FYE 2012, the Directors have attended various training programmes and seminars to keep abreast with developments on a continuous basis in compliance with Paragraph 15.08 of the Main LR, the details of which are set below:

DirectorsCourses/Seminars/ Workshops/Conferences Organiser Date

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja'afar

The Key Components of Establishing and Maintaining World Class Audit Committee Reporting Capabilities & What Keeps An Audit Committee Up At Night?

Bursa Malaysia 1 October 2012

Igniting Capital Markets for Social GoodImpact Investment Shujog Ltd, Singapore

25 - 26 June 2012

Asian Mining & Energy Investment Vertical Events, Australia 12 - 13 July 2012

Transfer Pricing SJ Grant Thornton 3 October 2012

Economic Review Hwang DBS 5 October 2012

Currency Fluctuations and Economic Meltdown

Renaud 5 October 2012

Coping with Recession - Global and Local

UPM 6 October 2012

Global Social Innovators ForumSocial Innovation Park Ltd, Singapore

18 - 19 October 2012

Responsible Stewardship- A Model for Sustainability

Family Business Network Asia, Singapore

1 - 4 November 2012

Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afar

The Directors’ Legal Tool KitICLIF Leadership and Governance Centre

12 - 13 March 2012

Malaysian Code on Corporate Governance 2012

Bursatra Sdn Bhd 27 June 2012

Yeoh Jin Hoe

Making the Most of the Chief Financial Offi cer Role: Everyone’s Responsibility?

ICAEW 4 July 2012

Asia CanTech 2012 - Bangkok Asia CanTech 29 - 31 October 2012

Understanding Financial Statements- Use of Healthy Scepticism

Bursa Malaysia 3 December 2012

Managing Corporate Risk and Achieving Internal Control Through Statutory Compliance





VI. Directors’ Training (Cont’d)

DirectorsCourses/Seminars/ Workshops/Conferences Organiser Date

Chee Khay Leong

Making the Most of the Chief Financial Offi cer Role: Everyone’s Responsibility?

ICAEW 4 July 2012

Asia CanTech 2012- Bangkok Asia CanTech 29 - 31 October 2012

Understanding Financial Statements-Use of Healthy Sceptism




Dato’ Anthony See Teow Guan

Asia CanTech 2012 - Bangkok Asia CanTech 29 - 31 October 2012

Making the Most of the Chief Financial Offi cer Role: Everyone’s Responsibility? ICAEW 4 July 2012

See Teow KoonRole of the Audit Committee in Assuring Audit Quality

Bursa Malaysia 22 May 2012

See Tiau Kee

Understanding Financial Statements- Use of Healthy Scepticism




Rick Loh Lap SangCorporate Integrity System Malaysia: CEO Dialogue Session

Bursa Malaysia 29 November 2012

Onn Kien Hoe

Audit Strategy MIA 15-16 March 2012

Detecting Creative Accounting & Fraud MIA 21-22 March 2012

IFRS 13 - Fair Value Measurement CPA Australia 26 March 2012

Revenue and Construction Contracts - MFRS 118 & MFRS 111

MIA 9 - 10 April 2012

2012 National Tax ConferenceChartered Tax Institute of Malaysia

17 - 18 July 2012

Risk-Based Capital for Takaful (“RBCT”) Framework

MAA Takaful Berhad 19 September 2012

Induction Programme of MAA Group Berhad

MAA Group Berhad 15 October 2012

Internal Audit & Risk Management MAA Group Berhad 31 October 2012


A N N U A L R E P O R T 2 0 1 2 15

B) INVESTORS RELATIONS AND SHAREHOLDERS COMMUNICATION

To ensure that the shareholders and investors are well informed of the Group’s business activities and fi nancialperformance, information is available to shareholders and investors through various disclosures and announcements made to Bursa Malaysia Securities Berhad (“Bursa Securities) which includes the quarterly fi nancial results, Annual Reports and where appropriate, circulars and press releases. The quarterly results can be accessed through the website of Bursa Securities at http://announcements.bursamalaysia.com.my.

The AGM provides the principal platform for dialogue and interactions with the shareholders. At every meeting, the Chairman sets out the performance of the Group for the fi nancial year then ended. Question and Answer session will then be convened wherein the Directors, Group Chief Financial Offi cer, Company Secretary and the external auditors will be present to answer to the queries raised by the shareholders.

The Chairman of the Board will announce before the start of all general meetings the right of the shareholders to demand a poll in accordance with the Company’s Articles of Association. At the forthcoming Fifty-Fifth AGM, the Board is proposing the amendment to the Articles of Association to incorporate electronic voting to facilitate any future poll voting as and when required.

A full explanation for each resolution proposed at the AGM will usually be provided by the Chairman before the resolution is put to the vote. A press briefi ng, attended by the Directors, is also held after each AGM.

During the FYE 2012, key management personnel also held discussion with the press and analysts to provide information on the Group’s strategy, performance and major developments.

Shareholders and the public can also access information on the Group’s background, products and fi nancial performance through the website at www.KJCF.net.

C) ACCOUNTABILITY AND AUDIT

I. Financial Reporting

The Board takes responsibility for presenting a balanced and understandable assessment of the Group’s operations and prospects each time it releases its quarterly and annual fi nancial statements to shareholders. The Audit Committee reviews the information to be disclosed to ensure its accuracy and adequacy.

A statement by Directors of their responsibilities in preparing the fi nancial statements is set out on page 18 of this Annual Report.

II. Risk Management And Internal Controls

The Board recognises the importance of a sound risk management framework and internal control system in order to safeguard the Group’s assets and therefore shareholders’ investments in the Group.

The Board affi rms its overall responsibility for the Group’s system of internal controls. This includes reviewing the adequacy and integrity of fi nancial, operational, environmental and compliance controls and risk management procedures within an acceptable risk profi le. Since certain risks and threats are externally driven, unforeseen and beyond the Group’s control, the system can only provide reasonable assurance against misstatement or loss.

Even before the publication of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, the Board had put in place an ongoing process for identifying, evaluating and managing signifi cant risks faced by the Group.



C) ACCOUNTABILITY AND AUDIT (CONT’D)

III. Relationship With Auditors

Ernst & Young, the external auditors report to the Audit Committee in respect of their audit on each year’s statutory fi nancial statements on matters that require their attention. The annual re-appointment of external auditors is by shareholders, via an ordinary resolution at every AGM.

At least twice a year, the Audit Committee will have a separate session with the external auditors without the presence of the Group MD, the COO, EDs and management.

D) COMPLIANCE WITH THE CODE

The Group has substantially complied with the Principles and Recommendations of the Code except as disclosed below:

1. Code of Conduct

The Group is fully committed to achieving business results which are driven and supported by the highest level of integrity and compliance with the laws and regulations of all jurisdictions where it does business. The Group’s code of conduct will be incorporated in the Board Charter and will be available online in due course.

2. Board Gender Diversity Policy

Corporate Governance Blueprint 2011 states that the Board should ensure women participation on Board to reach 30% by year 2016.

The Company does not have a policy on boardroom diversity, including gender diversity. In its selection for Board representation, the Company believes in, and provides equal opportunity to candidates with merit.

This Statement is made in accordance with a resolution of the Board dated 10 May 2013.


A N N U A L R E P O R T 2 0 1 2 17

RESPONSIBILITY STATEMENT BY THE BOARD OF DIRECTORS

Directors are legally responsible to prepare fi nancial statements for each fi nancial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the fi nancial year and of the results of the Group and of the Company for the fi nancial year then ended.

In preparing those fi nancial statements, the Directors have:

• used appropriate accounting policies and applied them consistently;

• made judgements and estimates that are reasonable and prudent;

• stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the fi nancial statements.

The Directors are responsible for ensuring that proper accounting records are kept and which disclose with reasonable accuracy the fi nancial position of the Group and of the Company and to enable them to ensure that the fi nancial statements comply with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and of the Company, to prevent and detect fraud and other irregularities.


AUDIT COMMITTEE REPORT

MEMBERSHIPS AND MEETINGS

The Audit Committee (“Committee”) comprises the following Directors, all of whom are Independent Non-Executive Directors. There were 4 meetings held during the FYE 2012 and the records of their attendance are as follows:

MembershipNumber. of Meetings Attended/ Total Number of Meeting Held

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar 1 (Chairman) 1/4

Rick Loh Lap Sang 4/4

Onn Kien Hoe 4/4

Y.T.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah 2 1/4

1 Appointed as Chairman on 17 May 20122 Passed away on 30 March 2012

TERMS OF REFERENCE

Composition of Audit Committee

The Committee shall be appointed by the Board from its members and shall consist of not less than 3 members of whom a majority shall be Independent Directors. The Committee shall elect a chairperson from among its members who is not an Executive Director or employee of the Company or any related company.

In this respect, the Board adopts the defi nition of “independent director” as defi ned under the Main LR.

At least 1 member of the Audit Committee must be:

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

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

i) he must have passed the examinations specifi ed in Part I of the 1st Schedule of the Accountants Act 1967; or

ii) he must be a member of one of the associations of the accountants specifi ed in Part II of the First Schedule of the Accountants Act 1967; or

c) fulfi ls such other requirements as prescribed by Bursa Securities.

In the event that a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Directors shall, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members.

Terms of Membership

Members of the Committee shall be appointed for an initial term of 3 years after which they will be eligible for re-appointment.

Meetings

The Committee shall meet at least 3 times a year. In addition, the chairperson shall convene a meeting of the Committee if requested to do so by any members, the management or the internal auditors or external auditors to consider any matters within the scope and responsibilities of the Committee.

The minutes of the meetings of the Committee shall be tabled at Board Meetings to inform the Board of the activities of the Committee.

A N N U A L R E P O R T 2 0 1 2 19

TERMS OF REFERENCE (CONT’D)

Attendance at Meetings

The Group Chief Financial Offi cer, the Head of Internal Audit and a representative of the external auditors shall normally attend meetings. However, the Committee may invite any person to be in attendance to assist in its deliberations.

Secretary to Committee

The Company Secretary shall be the Secretary of the Committee and shall be responsible for drawing up the agenda in consultation with the chairperson. The agenda together with relevant explanatory papers and documents shall be circulated to Committee members prior to each meeting. The Secretary shall be responsible for keeping the minutes of the meeting of the Committee, circulating them to Committee members and for ensuring compliance with the Main LR.

Quorum

A quorum shall consist of a majority of Committee members who are Non-Executive Directors.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It has free access to all information and documents it requires for the purpose of discharging its functions and responsibilities. The Committee is also authorised to obtain outside legal or other independent professional advice as it considers necessary.

Duties and Responsibilities

The duties and responsibilities of the Committee shall be:

a) To review the Group’s quarterly and annual fi nancial statements before submission to the Board. The review shall focus on:

- any changes in accounting policies and practices- major judgmental areas- signifi cant audit adjustments from the external auditors- the going concern assumption- compliance with accounting standards- compliance with stock exchange and legal requirements.

b) To review with the external auditors their plan, scope and nature of audit for the Group.

c) To assess the adequacy and effectiveness of the systems of internal control and accounting control procedures of the Group by reviewing the external auditors’ management letters and management’s response.

d) To hear from the external auditors problems and reservations arising from their interim and fi nal audits.

e) To review the internal audit plan, consider the major fi ndings of internal audit, fraud investigations and actions and steps taken by management in response to audit fi ndings.

f) To review any related party transactions that may arise within the Group.

g) To consider the appointment of the external auditors, the terms of reference of their appointment, and any question of resignation or dismissal.

h) To undertake such other responsibilities as may be agreed to by the Committee and the Board.

i) To review any appraisal or assessment of the senior staff members of the Internal Audit Department, approve any appointment or termination of senior staff members of the Department, and to inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning.

j) To report to the Board its activities, signifi cant results and fi ndings.

AUDIT COMMITTEE REPORT (CONT’D)

report to the Board its a


SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE COMMITTEE DURING THE FYE 2012

Internal Audit Function

The Group has an Internal Audit Department with the principal responsibility to undertake regular and systematic reviews of the systems of internal controls to provide reasonable assurance that such systems continue to operate effectively and effi ciently.

In attaining such objectives, the following activities were carried out by Internal Audit Department in 2012:

• Conducted periodic checks to determine the extent of compliance with established policies, procedures and statutory requirements.

• Carried out ad-hoc investigations and special reviews requested by management.

• Recommended improvements to the existing systems of controls by way of issuing audit reports to the appropriate level of management for corrective actions and improvements to be taken.

• Taking corrective actions to continuously improve on the controls, processes and operations of the Group based on feedback from the management and recommendations from external auditors.

• Co-ordinating and conducting cross-auditing among the subsidiaries and being part of the Internal Quality Audit Team.

The total cost incurred by the Internal Audit Department for the fi nancial year ended 31 December 2012 amounted to RM338,337.

All internal audit activities were conducted by the in-house audit team.

Summary of Activities of the Committee

During the FYE 2012, the Committee performed its duties as set out in its terms of reference.

The main activities undertaken by the Committee are as follows:-

• Reviewed with the external auditors their scope of work and audit plan for the year.

• Reviewed the results of the external audit, the audit report and the management letter, including management’s response.

• Reviewed the internal audit department’s resources requirements, program and plan for the year.

• Reviewed the internal audit reports and actions taken by the management to improve on the internal controls system based on internal audit fi ndings.

• Reviewed the annual report and audited fi nancial statements of the Group before submission to the Board for their consideration and approval. The review was to ensure that the audited fi nancial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable accounting standards approved by the Malaysian Accounting Standards Board (“MASB”).

• Reviewed the quarterly unaudited fi nancial result announcements before recommending them for Board’s approval. The review and discussions were conducted with the Group Chief Financial Offi cer.

• Reviewed the Group’s compliance with the Main LR, MASB and other relevant legal and regulatory requirements.

• Reviewed the recurrent related party transactions entered into by the Group.

• Reviewed the extent of the Group’s compliance with the recommendations made by the Code for the purpose of the Statement on Corporate Governance pursuant to the Main LR.

AUDIT COMMITTEE REPORT (CONT’D)

A N N U A L R E P O R T 2 0 1 2 21

OTHER INFORMATION

SHARE BUY-BACKS

During the FYE 2012, the Company did not enter into any share buy-back transactions.

IMPOSITION OF SANCTIONS AND PENALTIES

There were no sanctions or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies during the FYE 2012.

NON-AUDIT FEES

The amount of non-audit fees paid to the external auditors by the Group and the Company for the FYE 2012 amounted to RM25,130 (2011: RM25,440) and RM25,130 (2011: RM25,440) respectively.

MATERIAL CONTRACTS

There were no material contracts (not being contracts entered into in the ordinary course of business) entered into by the Company and/or its subsidiaries involving Directors’ or major shareholders’ interests that were still subsisting at the end of fi nancial year or since then.

For information on recurrent related party transactions of revenue or trading nature, please refer to Note 33 of the Notes to the Financial Statements.

OPTIONS OR CONVERTIBLE SECURITIES

The Company has not issued any options or convertible securities during the FYE 2012.

VARIANCE FROM UNAUDITED RESULTS ANNOUNCED

During the FYE 2012, there were no signifi cant variances noted between the reported results and the unaudited results announced.

PROFIT ESTIMATE, FORECAST OR PROJECTION

During the FYE 2012, the Company has not made any profi t estimate, forecast or projection.

PROFIT GUARANTEE

During the FYE 2012, there were no profi t guarantees given by the Company.

UTILISATION OF PROCEEDS

There were no proceeds arising from the corporate exercises during the FYE 2012.

DEPOSITORY RECEIPT PROGRAMME

The Company did not sponsor any depository receipt programme during the FYE 2012.


STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Pursuant to Paragraph 15.26(b) of the Main LR, the Board is pleased to provide the following statement on the risk management and state of internal control of the Company and its subsidiaries which has been prepared in accordance with the “Statement on Risk Management and Internal Control: Guidelines for Directors of Public Listed Issuers” issued by the Institute of Internal Auditors - Malaysia and as adopted by Bursa Securities.

RESPONSIBILITIES FOR INTERNAL CONTROL

The Board acknowledges its responsibility for maintaining an effective and sound system of internal control throughout the Group and for reviewing its adequacy and integrity in order to safeguard the Group’s assets and shareholders’ investments. The review of the effectiveness of the system of internal control is a continuous process designed to monitor and mitigate the effects rather than to eliminate risks of failure to achieve business objectives. In pursuing these objectives, internal controls can only provide reasonable and not absolute assurance against material misstatement, fraud or losses. It should also be recognised that the cost of control procedures should not outweigh or exceed the benefi ts to be expected to arise from such control procedures.

KEY ELEMENTS OF INTERNAL CONTROL

Key elements of internal control that the Board has established in reviewing the adequacy and integrity of the system of internal control are as follows:

Organisation Structure and Responsibility Levels

The Group has placed competent and responsible personnel to oversee the Group’s operating functions. The Group has defi ned clear lines of accountability and delegation of authority that sets out decisions that need to be taken including matters that require Board’s approval. Key personnel including EDs are actively involved in the daily operations.

Audit Committee and Internal Audit

The Audit Committee was established with a view to assist and to provide the Board added focus in discharging the Board’s duties. The key processes undertaken by the Audit Committee in carrying out its review include operations reviews, review external and internal audit reports and regular review of internal control.

The Audit Committee also ensures there are continuous efforts by management to address and resolve areas with control weaknesses. Reports on fi ndings of the internal audit visits are presented to the Audit Committee. These, together with the External Auditors’ reports provide reasonable assurance that control procedures are in place, and being followed.

Regular internal audits are carried out to review the adequacy and integrity of the internal control system based on audit plan reviewed and approved by the Audit Committee. The Internal Audit Department advises on areas for improvement and conducts follow-up reviews to determine the extent to which its recommendations have been implemented.

RISK MANAGEMENT

The Group’s operations involve management of a wide range of risks. The Board is responsible for identifying business risks and in ensuring the implementation of appropriate systems to manage these risks. In doing so, the Board, through the Audit Committee and the internal audit function, reviews the adequacy and integrity of the Group’s internal control system including compliance with applicable laws, regulations, rules, directives and guidelines.

A N N U A L R E P O R T 2 0 1 2 23

REPORTING AND REVIEW

There is a monthly management reporting mechanism to monitor and review the fi nancial results of the Group. The Group MD and EDs meet with the senior management monthly to discuss and resolve operational and key management issues. Meetings are conducted in the presence of an ED/senior management to address issues identifi ed during SIRIM, LLOYD’s, BSI’s surveillance audits and the Internal Quality Audits.

Management Review Meetings are conducted at least once every year to review action plans to ensure its continual suitability, adequacy and effectiveness including opportunities and changes, if any, to be made to its Quality Management System including Quality Policy and Objectives.

OTHER ACTIVITIES

The Company together with its 3 subsidiaries and 1 associated company were accredited by SIRIM of Malaysia. 4 other subsidiaries were accredited by LLOYD’S of United Kingdom with 1 subsidiary accredited by BSI of United Kingdom while 2 other subsidiaries were accredited by the accreditation bodies in Vietnam. The accreditations are in respect of having implemented a Quality Management System conforming to ISO 9001: 2008.

In addition, 6 subsidiaries have been awarded the HACCP certifi cations - ISO 22000:2005 for having conformed with the requirements of Food Safety Management System Standard pertaining to Food Safety.

The Quality Management System lays down procedures in performing key processes with the aim of achieving and maintaining, consistently high quality products. Internal Quality Audits are conducted regularly on the Quality Management System and surveillance audits are carried out by SIRIM, LLOYD’S and BSI once a year to ensure that the procedures laid down in the Quality Management System have been complied. Issues identifi ed during the audits are documented and corrective actions taken accordingly.

REVIEW OF THIS STATEMENT BY EXTERNAL AUDITORS

Pursuant to Paragraph 15.23 of the Main LR, the external auditors have reviewed this Statement for inclusion in the Annual Report for the FYE 2012 and reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal controls.

CONCLUSION

The Board is satisfi ed that, during the year under review, there is a continuous process in identifying, evaluating and managing signifi cant risks faced by the Group. It has received assurance from the EDs and the Group Chief Financial Offi cer that the Group’s risk management and internal control system is operating adequately and effi ciently, in all materials aspects, based on the risk management and internal control system of the Group. The Board is of the opinion that the existing system of internal control is adequate to achieve the above objectives.

The Board recognises the importance of operating a system of internal control that supports the business objectives of the Group. As the Group operates in a dynamic business environment, and continues to grow and evolve, the Board will continuously assess the adequacy of the Group’s system of internal control and will take steps to enhance the system, as and when necessary.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)


26 Directors’ Report

30 Statement by Directors

30 Statutory Declaration

31 Independent Auditors’ Report

33 Statements of Comprehensive Income

34 Statements of Financial Position

38 Statements of Changes in Equity

41 Statements of Cash Flows

43 Notes to the Financial Statements

FINANCIAL STATEMENTS

The directors have pleasure in presenting their report together with the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 December 2012.

PRINCIPAL ACTIVITIES

The principal activities of the Company are the manufacture and distribution of tin cans and investment holding.

The principal activities of the subsidiaries include the manufacture and distribution of tin cans, 2-piece aluminium beverage cans and corrugated fi breboard cartons, letting of property, provision of contract packing and engineering services.

There have been no signifi cant changes in the nature of the principal activities of the Group and of the Company during the fi nancial year.

RESULTS

Group Company RM'000 RM'000

Profi t after tax 128,167 20,126

Profi t after tax attributable to:Equity holders of the Company 120,658 20,126 Minority interests 7,509 -

128,167 20,126

There were no material transfers to or from reserves or provisions during the fi nancial year other than as disclosed in the fi nancial statements.

In the opinion of the directors, the results of the operations of the Group and of the Company during the fi nancial year were not substantially affected by any item, transaction or event of a material and unusual nature, other than the disposal of a subsidiary as disclosed in Note 17 to the fi nancial statements.

DIVIDENDS

The amounts of dividends paid by the Company since 31 December 2011 were as follows:

RM'000

In respect of the fi nancial year ended 31 December 2011 as reported in the directors’ report of that year:

Final tax exempt (single-tier) dividend of 10% on 444,167,786 ordinary shares, declared on 18 June 2012 and paid on 12 July 2012 11,104

Special tax exempt (single-tier) dividend of 15% on 444,167,786 ordinary shares, declared on 18 June 2012 and

paid on 12 July 2012 16,656

In respect of the fi nancial year ended 31 December 2012:

Interim tax exempt (single-tier) dividend of 10%, on 444,167,786 ordinary shares, declared on 27 August 2012 and paid on 28 September 2012 11,104

Special tax exempt (single-tier) dividend of 15%, on 444,167,786 ordinary shares, declared on 27 August 2012 and paid on 28 September 2012

16,656

55,520

DIRECTORS’ REPORT


DIVIDENDS (CONT’D)

At the forthcoming Annual General Meeting, a fi nal tax exempt (single-tier) dividend at 10% (2.50 sen) and a special tax exempt (single-tier) dividend at 15% (3.75 sen) on 444,167,786 ordinary shares in respect of current fi nancial year ended 31 December 2012, amounting to a dividend payable of RM27,760,487 will be proposed for shareholders’ approval. The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December 2013.

DIRECTORS

The names of the directors of the Company in offi ce since the date of the last report and at the date of this report are:

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja'afarY.A.M. Tunku Dato' Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afarYeoh Jin Hoe (appointed on 18 June 2012)Chee Khay Leong (appointed on 18 June 2012)Dato’ Anthony See Teow GuanSee Teow KoonSee Tiau KeeRick Loh Lap SangOnn Kien HoeY.T.M Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah (deceased on 30 March 2012)Dato' See Teow Chuan (retired on 18 June 2012)

Pursuant to Article 104 of the Company's Articles of Association, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afar, Rick Loh Lap Sang and Onn Kien Hoe retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for re-election.

DIRECTORS' BENEFITS

Neither at the end of the fi nancial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than benefi ts included in the aggregate amount of emoluments received or due and receivable by the directors or the fi xed salary of a full-time employee of the Company as shown in Notes 9 and 10 to the fi nancial statements or the fi xed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any director or with a fi rm of which the director is a member, or with a company in which the director has a substantial fi nancial interest, except as disclosed in Note 33 to the fi nancial statements.

DIRECTORS’ REPORT (CONT’D)

A N N U A L R E P O R T 2 0 1 2 27

DIRECTORS' INTERESTS

According to the register of directors' shareholdings, the interests of directors in offi ce at the end of the fi nancial year in shares in the Company and its related corporations during the fi nancial year were as follows:

Number of ordinary shares of RM0.25 each 01.01.2012 /

date ofThe Company appointment Acquired Sold 31.12.2012

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar 323,100 - - 323,100

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar 360,000 - - 360,000 * 503,707 - - 503,707

Yeoh Jin Hoe (appointed as director on 18 June 2012) * 146,131,500 - - 146,131,500

Dato’ Anthony See Teow Guan 5,150,292 113,000 - 5,263,292 # 227,250 5,000 - 232,250 * 153,868,617 - 146,131,500 7,737,117

See Teow Koon 1,496,678 - - 1,496,678 # 415,692 - - 415,692 * 153,868,617 - 146,131,500 7,737,117

See Tiau Kee 1,992,000 - - 1,992,000 # 149,000 - 20,000 129,000 * 153,868,617 - 146,131,500 7,737,117

Rick Loh Lap Sang # - 7,000 - 7,000

Number of ordinary shares of RM1.00 each 01.01.2012 /

date ofSubsidiary - Box-Pak (Malaysia) Bhd. appointment Acquired Sold 31.12.2012

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja'afar 2,222,300 - - 2,222,300

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afar 2,329,500 - - 2,329,500

Dato’ Anthony See Teow Guan 85,500 - - 85,500 # 45,000 - 7,500 37,500 * 32,910,000 - 32,910,000 -

Yeoh Jin Hoe (appointed as director of the Company on 18 June 2012 and Box-Pak (Malaysia) Bhd. on 31 July 2012) * 32,910,000 - - 32,910,000

See Teow Koon * 32,910,000 - 32,910,000 -

See Tiau Kee * 32,910,000 - 32,910,000 -

* Denotes deemed interest

# Interest in shares held by spouses and children

Yeoh Jin Hoe by virtue of his interests in shares in Can-One Berhad, a substantial corporate shareholder of the Company, is also deemed interested in shares of all the Company’s subsidiaries to the extent the Company has an interest.


nterested in shares of a


OTHER STATUTORY INFORMATION

(a) Before the statements of comprehensive income and statements of fi nancial position of the Group and of the Company were made out, the directors took reasonable steps:

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

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

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

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

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

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

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

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

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

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.

(f) In the opinion of the directors:

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

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

SIGNIFICANT EVENTS

Signifi cant events are disclosed in Note 40 to the fi nancial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in offi ce.

Signed on behalf of the Board in accordance with a resolution of the directors dated 2 April 2013.

Yeoh Jin Hoe Dato' Anthony See Teow Guan


Dato' Anthony See Teo

A N N U A L R E P O R T 2 0 1 2 29

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

We, Yeoh Jin Hoe and Dato' Anthony See Teow Guan, being two of the directors of Kian Joo Can Factory Berhad, do hereby state that, in the opinion of the directors, the accompanying fi nancial statements set out on pages 33 to 115 are drawn up in accordance with the provisions of the Companies Act, 1965 and Malaysian Financial Reporting Standards in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2012 and of the results and the cash fl ows of the Group and of the Company for the year then ended.

Further to the Statement by directors pursuant to Section 169(15) of the Companies Act, 1965, the information set out in Note 41 on page 116 to the fi nancial statements have been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated 2 April 2013.

Yeoh Jin Hoe Dato' Anthony See Teow Guan

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

I, Ooi Teik Huat, being the offi cer primarily responsible for the fi nancial management of Kian Joo Can Factory Berhad, do solemnly and sincerely declare that the accompanying fi nancial statements set out on pages 33 to 116 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed Ooi Teik Huat at Kuala Lumpurin the Federal Territory on 2 April 2013 Ooi Teik Huat

Before me,

Muralitheran Art Pillai(No. W633)Commissioner for OathsKuala Lumpur


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF KIAN JOO CAN FACTORY BERHAD

(INCORPORATED IN MALAYSIA)

REPORT ON THE FINANCIAL STATEMENTS

We have audited the fi nancial statements of Kian Joo Can Factory Berhad, which comprise the statements of fi nancial position as at 31 December 2012, 31 December 2011 and 1 January 2011 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash fl ows of the Group and of the Company for the years ended 31 December 2012 and 31 December 2011, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 33 to 115.

Directors’ responsibility for the fi nancial statements

The directors of the Company are responsible for the preparation of fi nancial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of fi nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of fi nancial statements that give a true and fair view 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 entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.

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

Opinion

In our opinion, the fi nancial statements give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2012, 31 December 2011 and 1 January 2011 and of their fi nancial performance and cash fl ows for the years ended 31 December 2012 and 31 December 2011 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

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 fi nancial statements and the auditors’ report of the subsidiary of which we have not acted as auditors, which is indicated in Note 17 to the fi nancial statements, being fi nancial statements that have been included in the consolidated fi nancial statements.

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

(d) The auditors’ reports on the fi nancial statements of the subsidiaries were not subject to any qualifi cation and did not include any comment required to be made under Section 174(3) of the Act.

A N N U A L R E P O R T 2 0 1 2 31

INDEPENDENT AUDITORS’ REPORT (CONT’D)TO THE MEMBERS OF KIAN JOO CAN FACTORY BERHAD

(INCORPORATED IN MALAYSIA)

OTHER MATTERS

The supplementary information set out in Note 41 on page 116 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

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.

Ernst & Young Loke Siew HengAF: 0039 No. 2871/07/13(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia2 April 2013


STATEMENTS OF COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Group CompanyNote 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Revenue 4 1,162,845 1,086,037 207,224 285,543 Cost of sales (963,513) (878,467) (168,663) (171,982)

Gross profi t 199,332 207,570 38,561 113,561 Other items of income:

Interest income 5 1,438 2,315 5,178 5,864 Other income 6 3,753 9,134 2,340 4,436 Gain/(loss) on disposal of a subsidiary 17 7,949 - (4,263) -

Other items of expense:Marketing and distribution (5,443) (5,559) (1,024) (574)Administrative expenses (57,577) (69,491) (16,421) (13,904)Finance costs 7 (4,113) (4,471) (2,295) (2,339)

Share of results of associates (1,623) (11) - -

Profi t before tax 8 143,716 139,487 22,076 107,044 Income tax expense 11 (15,549) (29,742) (1,950) (27,584)

Profi t after tax 128,167 109,745 20,126 79,460

Other comprehensive income: Foreign currency translation, representing total other comprehensive income for the year, net of tax (3,276) (7,084) - -

Total comprehensive income for the year 124,891 102,661 20,126 79,460

Profi t attributable to:Equity holders of the Company 120,658 104,044 20,126 79,460 Minority interests 7,509 5,701 - -

128,167 109,745 20,126 79,460

Total comprehensive income attributable to:Equity holders of the Company 118,166 99,054 20,126 79,460 Minority interests 6,725 3,607 - -

124,891 102,661 20,126 79,460

Earnings per share attributable to owners of the parent (sen per share)

Basic 27.16 23.42

The accompanying notes form an integral part of the fi nancial statements.

A N N U A L R E P O R T 2 0 1 2 33

STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2012


As at As at As at Note 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

GROUP

ASSETS

Non-current assetsProperty, plant and equipment 13 608,161 632,077 568,694 Land use rights 14 12,157 12,289 7,752 Investment properties 15 23,810 23,010 23,519 Intangible assets 16 137 246 266 Investment in associates 18 22,710 24,362 24,406 Other investment 19 - 90 90 Deferred tax assets 20 454 32 3,522

667,429 692,106 628,249

Current assetsInventories 23 286,655 278,933 230,669 Trade and other receivables 21 266,299 254,344 239,575 Other current assets 22 2,156 2,194 4,454 Tax recoverable 2,951 2,488 1,194 Cash and bank balances 24 133,683 92,917 92,087

691,744 630,876 567,979

Total assets 1,359,173 1,322,982 1,196,228

EQUITY AND LIABILITIES

Current liabilitiesProvisions 25 48 103 151 Retirement benefi t obligations 26 3,297 1,891 1,725 Income tax payable - 3,006 4,328 Loans and borrowings 27 122,354 131,064 103,707 Trade and other payables 28 94,071 101,152 98,790 Derivatives 29 333 4,107 8

220,103 241,323 208,709

Net current assets 471,641 389,553 359,270

mpanying notes form a


As at As at As at Note 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

GROUP

Non-current liabilitiesRetirement benefi t obligations 26 27,482 22,827 22,876 Deferred tax liabilities 20 18,429 20,988 19,391 Loans and borrowings 27 59,952 63,152 10,725

105,863 106,967 52,992

Total liabilities 325,966 348,290 261,701

Net assets 1,033,207 974,692 934,527

Equity attributable to owners of the parentShare capital 30 111,042 111,042 111,042 Share premium 30 744 744 744 Other reserves 31 (1,591) (510) 4,480 Retained earnings 32 864,009 798,871 755,900

974,204 910,147 872,166 Minority interests 59,003 64,545 62,361

Total equity 1,033,207 974,692 934,527

Total equity and liabilities 1,359,173 1,322,982 1,196,228


STATEMENTS OF FINANCIAL POSITION (CONT’D)AS AT 31 DECEMBER 2012

A N N U A L R E P O R T 2 0 1 2 35

Note 31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

ASSETS

Non-current assetsProperty, plant and equipment 13 139,864 148,066 155,356 Land use rights 14 1 1 7 Investment properties 15 17,249 16,205 16,470 Intangible assets 16 57 90 170 Investment in subsidiaries 17 107,439 137,560 137,560 Investment in associates 18 10,000 10,000 10,000 Deferred tax assets 20 - 32 3,522 Other receivables 21 63,500 80,000 88,350

338,110 391,954 411,435

Current assetsInventories 23 38,411 41,661 41,319 Trade and other receivables 21 64,002 64,466 66,115 Other current assets 22 59 160 623 Tax recoverable 378 - - Cash and bank balances 24 67,249 52,221 59,306

170,099 158,508 167,363

Total assets 508,209 550,462 578,798

EQUITY AND LIABILITIES

Current liabilitiesRetirement benefi t obligations 26 1,542 893 665 Income tax payable - 252 222 Loans and borrowings 27 46,715 58,426 60,098 Trade and other payables 28 30,545 26,474 71,637

78,802 86,045 132,622

Net current assets 91,297 72,463 34,741



mpanying notes form a


Note 31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

Non-current liabilitiesRetirement benefi t obligations 26 9,570 9,482 9,628 Deferred tax liabilities 20 296 - -

9,866 9,482 9,628

Total liabilities 88,668 95,527 142,250

Net assets 419,541 454,935 436,548

Equity attributable to owners of the parentShare capital 30 111,042 111,042 111,042 Share premium 30 744 744 744 Other reserves 31 - - - Retained earnings 32 307,755 343,149 324,762

Total equity 419,541 454,935 436,548

Total equity and liabilities 508,209 550,462 578,798



A N N U A L R E P O R T 2 0 1 2 37

STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Attributable to owners of the parent

Non-distributable Distributable Non-distributable

Note Equity,

total

Equity attributable to owners

of the parent,

total Share

capital Share

premium Retained earnings

Other reserves,

total

Asset revaluation

reserve Capital reserve

Foreign currency

translation reserve

Minority interests

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

GROUP

2012

Opening balance at 1 January 2012 974,692 910,147 111,042 744 798,871 (510) - 4,480 (4,990) 64,545

Total comprehensive income 124,891 118,166 - - 120,658 (2,492) - - (2,492) 6,725

1,099,583 1,028,313 111,042 744 919,529 (3,002) - 4,480 (7,482) 71,270

Transactions with owners

Dividends on ordinary shares 39 (55,520) (55,520) - - (55,520) - - - - -

Dividends paid to minority interests (1,423) - - - - - - - - (1,423)

Equity movement arising from disposal of investment in a subsidiary 17 (10,035) 1,411 - - - 1,411 1,411 (11,446)

Subscription of shares by non-controlling interest 602 - - - - - - - - 602

Total transactions with owners (66,376) (54,109) - - (55,520) 1,411 - - 1,411 (12,267)

Closing balance at 31 December 2012 1,033,207 974,204 111,042 744 864,009 (1,591) - 4,480 (6,071) 59,003

The accompanying notes form an integral part of the fi nancial statements.mpanying notes form a


Attributable to owners of the parent

Non-distributable Distributable Non-distributable

Note Equity,

total

Equity attributable to owners

of the parent,

total Share

capital Share

premium Retained earnings

Other reserves,

total

Asset revaluation

reserve Capital reserve

Foreign currency

translation reserve

Minority interests

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

GROUP

2011

Opening balance at 1 January 2011 934,527 872,166 111,042 744 671,466 88,914 101,751 4,480 (17,317) 62,361

Effects of MFRS 1 - - - - 84,434 (84,434) (101,751) - 17,317 -

934,527 872,166 111,042 744 755,900 4,480 - 4,480 - 62,361

Total comprehensive income 102,661 99,054 - - 104,044 (4,990) - - (4,990) 3,607

1,037,188 971,220 111,042 744 859,944 (510) - 4,480 (4,990) 65,968

Transactions with owners

Dividends on ordinary shares (61,073) (61,073) - - (61,073) - - - - -

Dividends paid to minority interests (1,423) - - - - - - - - (1,423)

Total transactions with owners (62,496) (61,073) - - (61,073) - - - - (1,423)

Closing balance at 31 December 2011 974,692 910,147 111,042 744 798,871 (510) - 4,480 (4,990) 64,545

STATEMENTS OF CHANGES IN EQUITY (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012


A N N U A L R E P O R T 2 0 1 2 39

Non-distributable ----l Distributable l--- Non-distributable

Other Asset Equity, Share Share Retained reserves, revaluation

Note total capital premium earnings total reserve RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

COMPANY

2012

Opening balance at 1 January 2012 454,935 111,042 744 343,149 - - Total comprehensive income 20,126 - - 20,126 - -

475,061 111,042 744 363,275 - -

Transactions with ownersDividends on ordinary shares 39 (55,520) - - (55,520) - -

Closing balance at 31 December 2012 419,541 111,042 744 307,755 - -

Non-distributable ----l Distributable l--- Non-distributable

Other Asset Equity, Share Share Retained reserves, revaluation

Note total capital premium earnings total reserve RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

COMPANY

2011

Opening balance at 1 January 2011 436,548 111,042 744 274,604 50,158 50,158 Effects of MFRS 1 2.2(a) - - - 50,158 (50,158) (50,158)

436,548 111,042 744 324,762 - - Total comprehensive income 79,460 - - 79,460 - -

516,008 111,042 744 404,222 - -

Transactions with ownersDividends on ordinary shares 39 (61,073) - - (61,073) - -

Closing balance at 31 December 2011 454,935 111,042 744 343,149 - -

STATEMENTS OF CHANGES IN EQUITY (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012



STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Cash fl ows from operating activities

Receipts from customers 1,161,596 1,081,217 185,515 187,334 Payments to suppliers (994,292) (947,074) (167,203) (170,456)

Cash generated from operations 167,304 134,143 18,312 16,878 Interest paid (5,586) (4,974) (2,295) (2,339)Income tax paid (21,999) (27,271) (2,252) (1,502)

Net cash generated from operating activities 139,719 101,898 13,765 13,037

Cash fl ows from investing activities

Dividend received from subsidiary companies - - 22,815 73,396 Acquisition of:

Property, plant and equipment (Note A) (55,111) (118,604) (4,876) (4,514)Land use rights (Note 14) (1,445) (4,858) - - Investment properties (Note 15) (1,335) - (1,335) - Intangible asset (Note 16) (230) (499) (114) (181)

Proceeds from disposal of property, plant and equipment 928 4,448 678 428 Additional investment in a subsidiary (903) - - - Proceeds from disposal of investment in subsidiary 27,001 - 27,001 - Interest received 1,438 2,315 5,178 5,864

Net cash (used in)/generated from investing activities (29,657) (117,198) 49,347 74,993

Cash fl ows from fi nancing activities

Term loans, bankers' acceptances and revolving credit:Drawdown 183,123 155,057 23,635 24,775 Repayment (195,033) (75,175) (35,346) (26,349)

Repayment of hire purchase and lease obligations - (98) - (98)Dividends paid to:

Equity holders of the Company (55,520) (61,073) (55,520) (61,073)Minority interests (1,423) (1,423) - -

Advances (to)/from an associate (293) 2,351 (291) 2,270 Inter-company (advances)/receipts - - 19,438 (34,640)

Net cash (used in)/generated from fi nancing activities (69,146) 19,639 (48,084) (95,115)


A N N U A L R E P O R T 2 0 1 2 41

STATEMENTS OF CASH FLOWS (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Net increase/(decrease) in cash and cash equivalents 40,916 4,339 15,028 (7,085)Effects of exchange rate changes (150) (1,948) - - Cash and cash equivalents at beginning of the year 92,917 90,526 52,221 59,306

Cash and cash equivalents at end of the year (Note 24) 133,683 92,917 67,249 52,221

Note A

Purchase of property, plant and equipment, paid for in cash (55,111) (118,604) (4,876) (4,514)Interest capitalised (1,473) (503) - -

Additions of property, plant and equipment (Note 13) (56,584) (119,107) (4,876) (4,514)



NOTES TO THE FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

1. CORPORATE INFORMATION

Kian Joo Can Factory Berhad (“the Company”) is a public limited liability company incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered offi ce of the Company is located at Lot No. 10 Jalan Perusahaan Satu, 68100 Batu Caves, Selangor Darul Ehsan.

The principal activities of the Company are the manufacture and distribution of tin cans and investment holding.

The principal activities of the subsidiaries include the manufacture and distribution of tin cans, 2-piece aluminium beverage cans and corrugated fi breboard cartons, letting of property, provision of contract packing and engineering services.

There have been no signifi cant changes in the nature of these activities during the fi nancial year.

The fi nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 2 April 2013.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation

The fi nancial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards ("MFRS") and the Companies Act, 1965 in Malaysia. For the periods up to and including the year ended 31 December 2011, the Group and the Company prepared its fi nancial statements in accordance with Financial Reporting Standards ("FRS").

The fi nancial statements of the Group and of the Company for the year ended 31 December 2011 which were prepared under FRS are available upon request from the Company registered offi ce at Lot 10, Jalan Perusahaan Satu, 68100 Batu Caves, Selangor Darul Ehsan.

These fi nancial statements are the Group's and the Company's fi rst MFRS fi nancial statements. MFRS 1 First-Time Adoption of Malaysian Financial Reporting Standards ("MFRS 1") has been applied.

In preparing its opening MFRS statement of fi nancial position as at 1 January 2011 (which is also the date of transition), the Group and the Company have adjusted the amounts previously reported in the fi nancial statements prepared in accordance with FRS. An explanation of how the transition from FRS to MFRS has affected the Group's and Company's fi nancial position is set out below. These notes include reconciliations of equity for comparative periods and of the equity at the date of transition reported under FRS to those reported for those periods and at the date of transition under MFRS. The transition from FRS to MFRS has not had a material impact on the statement of cash fl ows or the statement of comprehensive income.

The fi nancial statements are presented in Ringgit Malaysia ("RM") and all values are rounded to the nearest thousand ("RM’000") except when otherwise indicated.

A N N U A L R E P O R T 2 0 1 2 43

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.2 Changes in accounting policies

On 1 January 2012, the Group and the Company adopted the following new and amended MFRS and IC Interpretations mandatory for annual fi nancial periods beginning on or after 1 January 2012.

MFRS

Effective for annual periods

beginning on or after

MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards 1 January 2012MFRS 2 Share-based Payment 1 January 2012MFRS 3 Business Combinations 1 January 2012MFRS 4 Insurance Contracts 1 January 2012MFRS 5 Non-current assets Held for Sale and Discontinued Operations 1 January 2012MFRS 7 Financial Instruments : Disclosures 1 January 2012MFRS 8 Operating Segments 1 January 2012MFRS 101 Presentation of Financial Statements 1 January 2012MFRS 102 Inventories 1 January 2012MFRS 107 Statement of Cash Flows 1 January 2012MFRS 108 Accounting Policies,Changes in Accounting Estimates and Errors 1 January 2012MFRS 110 Events after the Reporting Period 1 January 2012MFRS 111 Constructions Contracts 1 January 2012MFRS 112 Income Taxes 1 January 2012MFRS 116 Property,Plant and Equipment 1 January 2012MFRS 117 Leases 1 January 2012MFRS 118 Revenue 1 January 2012MFRS 119 Employee Benefi t 1 January 2012MFRS 120 Accounting for Government Grants and Disclosure of Government Assistance 1 January 2012MFRS 121 The Effects of Changes in Foreign Exchange Rates 1 January 2012MFRS 123 Borrowing Costs 1 January 2012MFRS 124 Related Party Disclosures 1 January 2012MFRS 126 Accounting and Reporting by Retirement Benefi t Plans 1 January 2012MFRS 127 Consolidated and Separate Financial Statements 1 January 2012MFRS 128 Investments in Associates 1 January 2012MFRS 131 Interests in Joint Ventures 1 January 2012MFRS 132 Financial Intruments : Presentation 1 January 2012MFRS 133 Earnings Per Share 1 January 2012MFRS 134 Interim Financial Reporting 1 January 2012MFRS 136 Impairment of Assets 1 January 2012MFRS 137 Provisions,Contingent Liablities and Contingent Assets 1 January 2012MFRS 138 Intangible Assets 1 January 2012MFRS 139 Financial Intruments : Recognition and Measurement 1 January 2012MFRS 140 Investment Property 1 January 2012




2.2 Changes in accounting policies (cont’d)

IC Interpretations ("IC Int.")



IC Int. 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 January 2012IC Int. 2 Member's Shares in Co-operative Entities and Similar Instruments 1 January 2012IC Int. 4 Determining whether an arrangement contains a lease 1 January 2012IC Int. 5 Rights to Interests arising from Decommissioning, 1 January 2012

Restoration and Environmental Rehabiliation FundsIC Int. 6 Liabilities arising from Participating in a Specifi c Market-Waste Electrical and

Electronic Equipment 1 January 2012IC Int. 9 Reassessment of Embedded Derivatives 1 January 2012IC Int. 10 Interim Financial Reporting and Impairment 1 January 2012IC Int. 12 Service Concession Arrangements 1 January 2012IC Int. 13 Customer Loyalty Programmes 1 January 2012IC Int. 14 MFRS 119 - The Limit on a Defi ned Benefi t Asset, Minimum Funding

Requirements and their Interaction 1 January 2012IC Int. 15 Agreements for the Construction of Real Estate 1 January 2012IC Int. 16 Hedges of a Net Investment in a Foreign Operation 1 January 2012IC Int. 17 Distributions of Non-cash Assets to Owners 1 January 2012IC Int. 18 Transfers of Assets from Customers 1 January 2012IC Int. 19 Extinguishing Financial Liabilities with Equity Instruments 1 January 2012IC Int. 107 Introduction of the Euro 1 January 2012IC Int. 110 Government Assistance -No Specifi c Relation to Operating Activities 1 January 2012IC Int. 112 Consolidation - Special Purpose Entities 1 January 2012IC Int. 113 Jointly Controlled Entities - Non-Monetary Contributions by Ventures 1 January 2012IC Int. 115 Operating Leases - Incentives 1 January 2012IC Int. 125 Income taxes - Changes in the Tax Status of an Entity or its Shareholders 1 January 2012IC Int. 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease 1 January 2012IC Int. 129 Service Concession Arrangements : Disclosures 1 January 2012IC Int. 131 Revenue - Barter Transactions Involving Advertising Services 1 January 2012IC Int. 132 Intangible Assets - Web Site Costs 1 January 2012

MFRS 111: Construction contracts, MFRS 131: Interests in joint ventures, IC Int. 2: Member's Shares in Co-operative

Entities and Similar Instruments, IC Int. 6: Liabilities arising from Participating in a Specifi c Market-Waste Electrical and Electronic Equipment, IC Int. 12: Service Concession Arrangements, IC Int. 13: Customer Loyalty Programmes, IC Int. 15: Agreements for the Construction of Real Estate, IC Int. 107: Introduction to Euro, IC Int. 112: Consolidation - Special Purpose Entities, IC Int. 113: Jointly Controlled Entities - Non-Monetary Contributions by Ventures, IC Int. 129: Service Concession Arrangements : Disclosures, IC Int. 131: Revenue - Barter Transactions Involving Advertising Services and IC Int. 132: Intangible Assets - Web Site Costs are not applicable to the Group and to the Company.

A N N U A L R E P O R T 2 0 1 2 45




Adoption of the above standards and interpretations did not have any signifi cant effect on the fi nancial performance and position of the Group and of the Company except for those discussed below:

(a) Property, plant and equipment

The Group has previously adopted the MASB Approved Accounting Standard IAS 16 (Revised) Property, Plant and Equipment, and all items of property, plant equipment were initially recorded at cost. Subsequent to recognition, plant and equipment were measured at cost less accumulated depreciation and accumulated impairment losses. Freehold land, leasehold land and buildings were measured at fair value less accumulated depreciation and impairment losses recognised after the date of revaluation.

Upon transition to MFRS, the Group has elected to measure all its property, plant and equipment using the cost model under MFRS 116 Property, Plant and Equipment. At the date of transition to MFRS, the Group elected to regard the revalued amounts of freehold land and buildings and leasehold land and buildings as at 31 December 2009 as deemed cost at the date of transition, as these amounts were broadly comparable to fair value at that date. The revaluation surplus of the Group and of the Company as at 1 January 2011 and as at 31 December 2011, amounting to RM101,751,000 (31 December 2011: RM101,751,000) and RM50,158,000 (31 December 2011: RM50,158,000), respectively, was transferred to retained earnings on the date of transition to MFRS.

(b) Land use rights

The Group's treatment of land use rights, which were stated at cost under FRS is consistent with that of MFRS. Subsequent to the transition to MFRS, the land use rights will continue to be amortised over its lease terms.

(c) Foreign currency translation reserve

Under FRS, the Group recognised translation differences on foreign operations as a separate component of equity. Cumulative foreign currency translation differences for all foreign operations are deemed to be zero as at the date transition to MFRS. Accordingly, at date of the transition to MFRS, the cumulative foreign currency translation reserve of the Group amounting to RM17,317,000 as at 31 December 2011 and 1 January 2011 was transferred to retained earnings.

(d) Estimates

The estimates at 1 January 2011 and at 31 December 2011 were consistent with those made for the same dates in accordance with FRS. The estimates used by the Group and the Company to present these amounts in accordance with MFRS refl ect conditions at 1 January 2011, the date of transition to MFRS and as of 31 December 2011.





The reconciliations of equity for comparative periods and at the date of transition reported under FRS to those reported for those periods and at the date of transition under MFRS are provided below:

(a) Reconciliation of equity as at 1 January 2011

FRS as at Reclassifi - MFRS as at 01.01.2011 cation 01.01.2011

RM '000 RM '000 RM '000

GROUP

Other reserves, comprising:Asset revaluation reserve 101,751 (101,751) - Foreign currency translation reserve (17,317) 17,317 - Capital reserve 4,480 - 4,480

Other reserves, total 88,914 (84,434) 4,480 Retained earnings 671,466 84,434 755,900

760,380 - 760,380

COMPANY

Other reserves, comprising asset revaluation reserve 50,158 (50,158) - Retained earnings 274,604 50,158 324,762

324,762 - 324,762

(b) Reconciliation of equity as at 31 December 2011

FRS as at Reclassifi - MFRS as at 31.12.2011 cation 31.12.2011

RM '000 RM '000 RM '000

GROUP

Other reserves, comprising:Asset revaluation reserve 101,751 (101,751) - Foreign currency translation reserve (22,307) 17,317 (4,990)Capital reserve 4,480 - 4,480

Other reserves, total 83,924 (84,434) (510)Retained earnings 714,437 84,434 798,871

798,361 - 798,361

COMPANY

Other reserves, comprising asset revaluation reserve 50,158 (50,158) - Retained earnings 292,991 50,158 343,149

343,149 - 343,149

A N N U A L R E P O R T 2 0 1 2 47



2.3 Standards issued but not yet effective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group’s and the Company’s fi nancial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become effective.

Description



MFRS 101 Presentation of Items of Other Comprehensive Income (Amendments to MFRS 101) 1 July 2012Amendments to MFRS 101: Presentation of Financial Statements (Annual Improvements 2009-

2011 Cycle) 1 January 2013MFRS 3 Business Combinations (IFRS 3 Business Combinations issued by IASB in March 2004) 1 January 2013MFRS 10 Consolidated Financial Statements 1 January 2013MFRS 11 Joint Arrangements 1 January 2013MFRS 12 Disclosure of interests in Other Entities 1 January 2013MFRS 13 Fair Value Measurement 1 January 2013MFRS 119 Employee Benefi ts 1 January 2013MFRS 127 Separate Financial Statements 1 January 2013MFRS 128 Investment in Associate and Joint Ventures 1 January 2013MFRS 127 Consolidated and Separate Financial Statements (IAS 27 as revised by IASB in

December 2003) 1 January 2013Amendment to IC Interpretation 2 Members' Shares in Co-operative Entities and Similar

Instruments (Annual Improvements 2009-2011 Cycle) 1 January 2013IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine 1 January 2013Amendments to MFRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities 1 January 2013Amendments to MFRS 1: First-time Adoption of Malaysian Financial Reporting Standards -

Government Loans 1 January 2013Amendments to MFRS 1: First-time Adoption of Malaysian Financial Reporting Standards - Annual Improvements 2009-2011 Cycle) 1 January 2013Amendments to MFRS 116: Property, Plant and Equipment (Annual Improvements 2009-2011

Cycle) 1 January 2013Amendments to MFRS 132: Financial Instruments: Presentation (Annual Improvements 2009-

2011 Cycle) 1 January 2013Amendments to MFRS134: Interim Financial Reporting (Annual Improvements 2009-2011 Cycle) 1 January 2013Amendments to MFRS 10: Consolidated Financial Statements: Transition Guidance 1 January 2013Amendments to MFRS 11: Joint Arrangements: Transition Guidance 1 January 2013Amendments to MFRS 12: Disclosure of Interests in Other Entities: Transition Guidance 1 January 2013Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014Amendments to MFRS 10, MFRS 12 and MFRS 127: Investment Entities 1 January 2014MFRS 9 Financial Instruments 1 January 2015

The directors expect that the adoption of the above standards and interpretations will have no material impact on the fi nancial statements in the period of initial application except as discussed below:

MFRS 10: Consolidated Financial Statements

MFRS 10 replaces part of MFRS 127 Consolidated and Separate Financial Statements that deals with consolidated fi nancial statements and IC Interpretation 112 Consolidation - Special Purpose Entities.




2.3 Standards issued but not yet effective (cont’d)

MFRS 10: Consolidated Financial Statements (cont’d)

Under MFRS 10, an investor controls an investee when (a) the investor has power over an investee, (b) the investor has exposure, or rights, to variable returns from its involvement with the investee, and (c) the investor has ability to use its power over the investee to affect the amount of the investor’s returns. Under MFRS 127 Consolidated and Separate Financial Statements, control was defi ned as the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities.

MFRS 10 includes detailed guidance to explain when an investor has control over the investee. MFRS 10 requires the investor to take into account all relevant facts and circumstances.

The change in accounting of the Group’s investments (if any) will be applied in accordance with the relevant transitional provisions as set out in MFRS 10 as if the acquisitions of the affected entities had been accounted for in accordance with MFRS 3 at the date of acquisition.

MFRS 12: Disclosures of Interests in Other Entities

MFRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are required. This standard affects disclosures only and has no impact on the Group’s fi nancial position or performance.

MFRS 127: Separate Financial Statements

As a consequence of the new MFRS 10 and MFRS 12, MFRS 127 is limited to accounting for subsidiaries, jointly controlled entities and associates in separate fi nancial statements.

MFRS 128: Investments in Associates and Joint Ventures

As a consequence of the new MFRS 11 and MFRS 12, MFRS 128 is renamed as MFRS 128 Investments in Associates and Joint Ventures. This new standard describes the application of the equity method to investments in joint ventures in addition to associates.

MFRS 13: Fair Value Measurement

MFRS 13 establishes a single source of guidance under MFRS for all fair value measurements. MFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under MFRS when fair value is required or permitted.

Upon adoption of MFRS 13, the Group will take into consideration the highest and best use of certain properties in measuring the fair value of such properties. The adoption of MFRS 13 is expected to result in higher fair value of certain properties of the Group.

MFRS 119: Employee Benefi ts

The most signifi cant change relates to the accounting for changes in defi ned benefi t obligations and plan assets. The amendments require the recognition of changes in defi ned benefi t obligations and in fair value of plan assets when they occur, and hence eliminate the “corridor approach” as permitted under the previous version of MFRS 119 and accelerate the recognition of past service costs. The amendments require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of fi nancial position to refl ect the full value of the plan defi cit or surplus.

The amendments to MFRS 119 require retrospective application with certain exceptions. The directors anticipate that the application of the amendments to MFRS 119 may have impact on amounts reported in respect of the Group’s defi ned benefi t plans. However, the Group is currently assessing the impact that this standard will have on the fi nancial position and performance of the Group.

A N N U A L R E P O R T 2 0 1 2 49



2.3 Standards issued but not yet effective (cont’d)

MFRS 3 Business Combinations (IFRS 3 Business Combinations issued by IASB in March 2004) and MFRS 127 Consolidated and Separate Financial Statements (IAS 27 as revised by IASB in December 2003)

An entity shall apply these earlier versions of MFRS 3 and MFRS 127 only if the entity has elected to do so as allowed in MFRS 10 Consolidated Financial Statements. The adoptions of these standards are not expected to have any signifi cant impact to the Group and the Company.

Amendments to MFRS 101: Presentation of Financial Statements (Annual Improvements 2009-2011 Cycle)

The amendments to MFRS 101 change the grouping of items presented in other comprehensive income. Items that could be reclassifi ed (or recycled) to profi t or loss at a future point in time (for example, exchange differences on translation of foreign operations and net loss or gain on available-for-sale fi nancial assets) would be presented separately from items which will never be reclassifi ed (for example, actuarial gains and losses on defi ned benefi t plans and revaluation of land and buildings). The amendment affects presentation only and has no impact on the Group’s fi nancial position and performance.

MFRS 9 Financial Instruments: Classifi cation and Measurement

MFRS 9 refl ects the fi rst phase of the work on the replacement of MFRS 139 Financial Instruments: Recognition and Measurement and applies to classifi cation and measurement of fi nancial assets and fi nancial liabilities as defi ned in MFRS 139 Financial Instruments: Recognition and Measurement. The adoption of the fi rst phase of MFRS 9 will have an effect on the classifi cation and measurement of the Group’s fi nancial assets. The Group will quantify the effect in conjunction with the other phases, when the fi nal standard including all phases is issued.

2.4 Basis of consolidation

The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at the reporting date. The fi nancial statements of the subsidiaries used in the preparation of the consolidated fi nancial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income. The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the business combination.

Any excess of the cost of business combination over the Group’s share in the net fair value of the acquired subsidiary’s identifi able assets, liabilities and contingent liabilities is recorded as goodwill on the statement of fi nancial position. Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifi able assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in profi t or loss on the date of acquisition. When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that signifi cantly modifi es the cash fl ows that would otherwise be required under the contract.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.




2.5 Transactions with minority interests

Minority interests represent the portion of profi t or loss and net assets in subsidiaries not held by the Group and are presented separately in profi t or loss of the Group and within equity in the consolidated statements of fi nancial position, separately from parent shareholders’ equity. Transactions with minority interests are accounted for using the entity concept method, whereby, transactions with minority interests are accounted for as transactions with owners. On acquisition of minority interests, the difference between the consideration and book value of the share of the net assets acquired is recognised directly in equity. Gain or loss on disposal to minority interests is recognised directly in equity.

2.6 Foreign currency

(a) Functional and presentation currency

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

(b) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profi t or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassifi ed from equity to profi t or loss of the Group on disposal of the foreign operation.

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

(c) Foreign operations

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in the profi t or loss.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date.

A N N U A L R E P O R T 2 0 1 2 51



2.7 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. When signifi cant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specifi c useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfi ed. All other repair and maintenance costs are recognised in profi t or loss as incurred.

Freehold land has an unlimited useful life and therefore is not depreciated. Capital work-in-progress are not depreciated as these assets are not yet available for use. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:

%

Leasehold land 1 1/4 - 4Buildings 2 Plant, machinery and equipment 6 2/3 - 20Furniture, fi ttings and offi ce equipment 6 2/3 - 50Motor vehicles 10 - 20

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each fi nancial year-end, and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profi t or loss in the year the asset is derecognised.

2.8 Investment properties

Investment properties are properties which are held either to earn rental income or capital appreciation or for both. Such properties are measured initially as cost, including transaction costs. Subsequent to recognition, investment properties are stated at cost less accumulated depreciation and any accumulated impairment losses. These investment properties are depreciated to write off the value over the unexpired lease terms ranging from 21 to 85 years.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefi t is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in profi t or loss in the year of retirement or disposal.

2.9 Intangible assets

Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses.




2.9 Intangible assets (cont’d)

Intangible assets with fi nite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each fi nancial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefi ts embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with fi nite lives is recognised in profi t or loss.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profi t or loss when the asset is derecognised.

2.10 Land use rights

Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost less accumulated amortisation and accumulated impairment losses. The land use rights are amortised over their lease terms.

2.11 Impairment of non-fi nancial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash-generating units (“CGU”)).

In assessing value in use, the estimated future cash fl ows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated fi rst to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profi t or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

2.12 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the fi nancial and operating policies so as to obtain benefi ts from its activities.

In the Company’s separate fi nancial statements, investments in subsidiaries are accounted for at cost less impairment losses.

A N N U A L R E P O R T 2 0 1 2 53



2.13 Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signifi cant infl uence. An associate is equity accounted for from the date the Group obtains signifi cant infl uence until the date the Group ceases to have signifi cant infl uence over the associate.

The Group’s investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statement of fi nancial position at cost plus post-acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifi able assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profi t or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profi t or loss.

The fi nancial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

In the Company’s separate fi nancial statements, investments in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profi t or loss.

2.14 Financial assets

Financial assets are recognised in the statements of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument.

When fi nancial assets are recognised initially, they are measured at fair value, plus, in the case of fi nancial assets not at fair value through profi t or loss, directly attributable transaction costs.

The Group and the Company determine the classifi cation of their fi nancial assets at initial recognition, and the categories include fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments and available-for-sale fi nancial assets.

(a) Financial assets at fair value through profi t or loss

Financial assets are classifi ed as fi nancial assets at fair value through profi t or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or fi nancial assets acquired principally for the purpose of selling in the near term.

Subsequent to initial recognition, fi nancial assets at fair value through profi t or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profi t or loss. Net gains or net losses on fi nancial assets at fair value through profi t or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on fi nancial assets at fair value through profi t or loss are recognised separately in profi t or loss as part of other losses or other income.




2.14 Financial assets (cont’d)

(a) Financial assets at fair value through profi t or loss (cont’d)

Financial assets at fair value through profi t or loss could be presented as current or non-current. Financial assets that is held primarily for trading purposes are presented as current whereas fi nancial assets that is not held primarily for trading purposes are presented as current or non-current based on the settlement date.

(b) Loans and receivables

Financial assets with fi xed or determinable payments that are not quoted in an active market are classifi ed as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profi t or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classifi ed as current assets, except for those having maturity dates later than 12 months after the reporting date which are classifi ed as non-current.

(c) Held-to-maturity investments

Financial assets with fi xed or determinable payments and fi xed maturity are classifi ed as held-to-maturity when the Group has the positive intention and ability to hold the investment to maturity.

Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method. Gains and losses are recognised in profi t or loss when the held-to-maturity investments are derecognised or impaired, and through the amortisation process.

Held-to-maturity investments are classifi ed as non-current assets, except for those having maturity within 12 months after the reporting date which are classifi ed as current.

(d) Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are fi nancial assets that are designated as available for sale or are not classifi ed in any of the three preceding categories.

After initial recognition, available-for-sale fi nancial assets are measured at fair value. Any gains or losses from changes in fair value of the fi nancial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profi t or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassifi ed from equity to profi t or loss as a reclassifi cation adjustment when the fi nancial asset is derecognised. Interest income calculated using the effective interest method is recognised in profi t or loss. Dividends on an available-for-sale equity instrument are recognised in profi t or loss when the Group and the Company's right to receive payment is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less

impairment loss.

Available-for-sale fi nancial assets are classifi ed as non-current assets unless they are expected to be realised within 12 months after the reporting date.

A fi nancial asset is derecognised when the contractual right to receive cash fl ows from the asset has expired. On derecognition of a fi nancial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profi t or loss.

A N N U A L R E P O R T 2 0 1 2 55



2.14 Financial assets (cont’d)

Regular way purchases or sales are purchases or sales of fi nancial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of fi nancial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.

2.15 Impairment of fi nancial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a fi nancial asset is impaired.

(a) Trade and other receivables and other fi nancial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on fi nancial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments. For certain categories of fi nancial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the fi nancial asset’s original effective interest rate. The impairment loss is recognised in profi t or loss.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profi t or loss.

(b) Unquoted equity securities carried at cost

If there is objective evidence (such as signifi cant adverse changes in the business environment where the issuer operates, probability of insolvency or signifi cant fi nancial diffi culties of the issuer) that an impairment loss on fi nancial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment losses are not reversed in subsequent periods.

(c) Available-for-sale fi nancial assets

Signifi cant or prolonged decline in fair value below cost, signifi cant fi nancial diffi culties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classifi ed as available-for-sale fi nancial assets are impaired.

If an available-for-sale fi nancial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profi t or loss, is transferred from equity to profi t or loss.

Impairment losses on available-for-sale equity investments are not reversed in profi t or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profi t or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profi t or loss.recognition of




2.16 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, that are readily convertible to known amount of cash and which are subject to an insignifi cant risk of changes in value.

2.17 Inventories

I nventories are stated at the lower of cost and net realisable value. Costs incurred in bringing the inventories to their present location and condition are accounted for as follows:

- Raw materials: purchase costs on a fi rst-in fi rst-out basis.- Finished goods and work-in-progress: costs of direct materials and labour and a proportion of manufacturing

overheads based on normal operating capacity. These costs are assigned on a fi rst-in fi rst-out basis.

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

2.18 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to refl ect the current best estimate. If it is no longer probable that an outfl ow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that refl ects, where appropriate, the risks specifi c to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a fi nance cost.

2.19 Financial liabilities

Financial liabilities are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability.

Financial liabilities, within the scope of MFRS 139, are recognised in the statement of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. Financial liabilities are classifi ed as either fi nancial liabilities at fair value through profi t or loss or other fi nancial liabilities.

(a) Financial liabilities at fair value through profi t or loss

Financial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition as at fair value through profi t or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profi t or loss. Net gains or losses on derivatives include exchange differences.

A N N U A L R E P O R T 2 0 1 2 57



2.19 Financial liabilities (cont’d)

(b) Other fi nancial liabilities The Group’s and the Company's other fi nancial liabilities include trade payables, other payables and loans and

borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classifi ed as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised, and through the amortisation process.

A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profi t or loss.

2.20 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profi t or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

2.21 Employee benefi ts

(i) Short term benefi ts

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defi ned contribution plans

Defi ned contribution plans are post-employment benefi t plans under which the Group pays fi xed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold suffi cient assets to pay all employee benefi ts relating to employee services in the current and preceding fi nancial years. Such contributions are recognised as an expense in the profi t or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”). The Group's foreign subsidiaries in Vietnam also make contribution to its country's statutory pension scheme.




2.21 Employee benefi ts (cont’d)

(iii) Defi ned benefi t plans

The Group’s obligation under defi ned benefi t plans is determined based on actuarial computations by independent actuaries using the Projected Unit Credit Method, through which the amount of benefi t that employees have earned in return for their services in the current and prior years is estimated. That benefi t is discounted in order to determine its present value. Past service costs are recognised as an expense on a straight-line basis over the average period until the benefi ts become vested. If the benefi ts are already vested immediately following the introduction of, or changes to, a pension plan, past service costs are recognised immediately.

The amount recognised in the statements of fi nancial position represents the present value of the defi ned benefi t obligations adjusted for unrecognised past service costs, and reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the net total of any unrecognised past service costs and the present value of any economic benefi ts in the form of refunds from the plan or reductions in future contributions to the plan.

2.22 Leases

(a) As lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profi t or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

Operating lease payments are recognised as an expense in profi t or loss on a straight-line basis over the lease term. The aggregate benefi t of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

(b) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classifi ed as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 2.23(b).

2.23 Revenue

(a) Sale of goods

Revenue is recognised net of taxes and upon the transfer of signifi cant risk and rewards of ownership of the goods to the customer. Revenue is not recognised to the extent where there are signifi cant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(b) Rental income

Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.e term on a straight-lin

A N N U A L R E P O R T 2 0 1 2 59



2.23 Revenue (cont’d) (c) Interest income

Interest income is recognised using the effective interest method.

(d) Dividend income

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

2.24 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profi t or loss except to the extent that the tax relates to items recognised outside profi t or loss, either in other comprehensive income or directly in equity.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for fi nancial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profi t will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profi t will allow the deferred tax assets to be utilised.




2.24 Income taxes (cont’d)

(b) Deferred tax (cont’d)

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

- where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

- receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statements of fi nancial position.

2.25 Segment reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 38, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.26 Share capital and share issuance expenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classifi ed as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

2.27 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.

Contingent liabilities and assets are not recognised in the statements of fi nancial position of the Group.ion of the Group.

A N N U A L R E P O R T 2 0 1 2 61


3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group’s fi nancial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

3.1 Judgements made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most signifi cant effect on the amounts recognised in the fi nancial statements:

(i) Classifi cation between investment properties and property, plant and equipment.

The Group has developed certain criteria based on MFRS 140 in making judgement whether a property qualifi es as an investment property. Investment property is a property held to earn rentals or for capital appreciation or both.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of good or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a fi nance lease), the Group would account for the portion separately. If the portion could not be sold separately, the property is an investment property only if an insignifi cant portion is held for use in the production or for supply of goods or services or for administrative purposes. Judgement is made on an individual property basis to determine whether ancillary services are so signifi cant that a property does not qualify as investment property.

(ii) Operating lease commitments - as lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the signifi cant risks and rewards of ownership of these properties which are leased out as operating leases.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.

(a) Income tax

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

(b) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances and unutilised reinvestment allowances to the extent that it is probable that taxable profi t will be available against which the losses, capital allowances and reinvestment allowances can be utilised. Signifi cant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profi ts together with future tax planning strategies. The total carrying value of recognised tax losses, capital allowances and reinvestment allowances of the Group was approximately RM131,436,000 (2011: RM96,764,000) and the unrecognised tax losses, capital allowances, reinvestment allowances and other deductible temporary differences of the Group was approximately RM48,134,000 (2011: RM51,793,000). Further details are provided in Note 20.Further details



3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (CONT’D)

3.2 Key sources of estimation uncertainty (cont’d)

(c) Provision for solid waste disposal

The Group has to dispose off solid waste in accordance with the environmental requirements. The Group recognises the provision for liabilities associated with solid waste disposal in accordance with the accounting policy stated in Note 2.18. The estimation of solid waste is based on service provider’s price quotation. The best estimate of the provision at 31 December 2012 is RM48,000 (2011: RM103,000). Further details are provided in Note 25.

(d) Depreciation of plant and machinery

The cost of plant and machinery is depreciated on a straight-line basis over the assets’ useful lives. Management estimates the useful lives of these plant and machinery to be within 5 to 15 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(e) Defi ned benefi t plan

The cost of defi ned benefi t pension plan is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long term nature of this plan, such estimates are subject to signifi cant uncertainty. The net retirement benefi t obligations of the Group and of the Company at 31 December 2012 are RM30,779,000 (2011: RM24,718,000) and RM11,112,000 (2011: RM10,375,000) respectively. Further details are provided in Note 26.

4. REVENUE

Group Company

2012 2011 2012 2011 RM'000 RM'000 RM'000 RM'000

Revenue from:Sales of goods 1,162,731 1,085,923 183,637 189,585 Dividend income from:

Unquoted subsidiary companies - - 21,088 93,654 Quoted subsidiary company - - 2,304 2,304

Others 114 114 195 -

1,162,845 1,086,037 207,224 285,543

A N N U A L R E P O R T 2 0 1 2 63


5. INTEREST INCOME

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Interest income from:Loan to subsidiaries - - 4,248 4,464 Fixed deposits 1,189 2,114 717 1,199 Others 249 201 213 201

1,438 2,315 5,178 5,864

6. OTHER INCOME

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Other income from:Insurance claims 355 69 27 2 Rental income 2,005 3,179 2,128 3,350 Bad debts recovered - 25 - - Net gain on disposal of property, plant

and equipment (Note 8) 298 3,600 177 282 Net foreign exchange gain - 505 - - Miscellaneous 1,095 1,756 8 802

3,753 9,134 2,340 4,436

7. FINANCE COSTS

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Interest expense on:Term loans 3,113 2,174 - - Bank overdrafts - 1 - - Bankers' acceptances 234 504 56 44 Revolving credit 2,239 2,295 2,239 2,295

5,586 4,974 2,295 2,339 Less: Interest capitalised in property, plant

and equipment (Note 13) (1,473) (503) - -

Total fi nance costs 4,113 4,471 2,295 2,339



8. PROFIT BEFORE TAX The following items have been included in arriving at profi t before tax:

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Auditors' remuneration:Statutory audits 448 295 83 77 Other services 25 26 43 26

Employee benefi ts expense (Note 9) 121,315 107,928 30,990 27,706 Non-executive directors' remuneration (Note 10) 566 625 362 416 Depreciation of:

Property, plant and equipment (Note 13) 51,793 48,964 12,577 11,251 Investment properties (Note 15) 535 509 291 265

Net gain on disposal of property, plant and equipment (Note 6) (298) (3,600) (177) (282)Loss on disposal of other investment (Note 19) 90 - - - Direct operating expenses arising from rental investment

properties 129 209 114 196 Amortisation of:

Intangible assets (Note 16) 356 493 147 260 Land use rights (Note 14) 153 171 - 6

Inventories written off 2,392 3,104 370 611 (Write back)/write down of inventories (2,165) (1,735) (2,874) 766 Allowance for doubtful debts (Note 21) 693 198 - - Reversal of allowance for doubtful debts (Note 21) (57) (896) (9) (481)Bad debts:

Recovered - (19) - - Written off - - 7 1

Operating lease - Minimum lease payments on:Offi ce equipment and motor vehicles 64 177 - - Land and buildings 365 518 46 33 Plants and machineries 294 238 - 7

Provisions (Note 25) 594 723 - - Interest income (Note 5) (1,438) (2,315) (5,178) (5,864)Write off of:

Property, plant and equipment 649 409 - 407 Intangible asset 2 1 - 1

Fair value (gain) / loss on derivatives (Note 29) (2,779) 6,993 - - Net foreign exchange loss/(gain):

Realised 1,459 3,586 271 (173)Unrealised (2,019) 3,009 239 (107)

A N N U A L R E P O R T 2 0 1 2 65


9. EMPLOYEE BENEFITS EXPENSE

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Wages and salaries 98,732 91,615 26,119 23,534 Social security contributions 977 805 233 199 Short term accumulating compensated absences 38 157 - - Contributions to defi ned contribution plan 8,349 7,343 2,320 2,131 Increase in liability for defi ned benefi t plan (Note 26) 7,660 2,523 1,614 976 Other benefi ts 5,559 5,485 704 866

121,315 107,928 30,990 27,706

Included in employee benefi ts expense of the Group and the Company are executive directors’ remuneration amounting to RM8,586,000 (2011: RM8,934,000) and RM2,594,000 (2011: RM1,751,000) respectively (Note 10).

10. DIRECTORS' REMUNERATION

The details of remuneration receivable by directors of the Group and of the Company during the year are as follows:

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Executive:Salaries and other emoluments 5,364 4,346 1,987 1,250 Fees 345 290 225 200 Bonus 473 662 215 188 Pension cost - defi ned contribution plan 392 394 167 113

6,574 5,692 2,594 1,751

Non-executive:Fees 424 479 362 416

6,998 6,171 2,956 2,167



10. DIRECTORS’ REMUNERATION (CONT’D)

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Other directors of the Group:

Executive:Salaries and other emoluments 1,672 1,898 - - Fees 30 30 - - Bonus 161 261 - - Pension cost:

Defi ned contribution plan 149 192 - - Defi ned benefi t plan - 861 - -

2,012 3,242 - - Non-executive:

Fees 142 146 - -

2,154 3,388 - -

Total directors’ remuneration 9,152 9,559 2,956 2,167

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Analysis:Total executive directors' remuneration (Note 9) 8,586 8,934 2,594 1,751 Total non-executive directors' remuneration (Note 8) 566 625 362 416

Total directors' remuneration 9,152 9,559 2,956 2,167

A N N U A L R E P O R T 2 0 1 2 67


10. DIRECTORS’ REMUNERATION (CONT’D)

The number of directors of the Company whose total remuneration during the fi nancial year fell within the following bands is analysed below:

Number of directors 2012 2011

Executive directors:RM400,001 - RM500,000 1 - RM500,001 - RM550,000 1 - RM600,001 - RM700,000 1 - RM1,300,001 - RM1,350,000 - 2 RM1,450,001 - RM1,500,000 - 1 RM1,500,001 - RM1,600,000 2 1 RM1,700,001 - RM1,800,000 1 -

Non-executive directors:RM50,001 - RM100,000 4 4 RM100,001 - RM150,000 1 1

11. INCOME TAX EXPENSE

Major components of income tax expense The major components of income tax expense for the years ended 31 December 2012 and 2011 are:

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Statement of comprehensive income:Current income tax:

Malaysian income tax 17,054 22,486 1,622 24,185 Foreign tax 3,043 2,901 - - Overprovision in prior years (1,567) (732) - (91)

18,530 24,655 1,622 24,094

Deferred income tax (Note 20):Origination and reversal of temporary differences (3,045) 3,217 329 1,292 Under/(overprovision) of deferred tax in prior years 64 1,870 (1) 2,198

(2,981) 5,087 328 3,490

Income tax expense recognised in profi t or loss 15,549 29,742 1,950 27,584



11. INCOME TAX EXPENSE (CONT’D)

Reconciliation between expense and accounting profi t The reconciliation between tax expense and the product of accounting profi t multiplied by the applicable corporate tax rate

for the years ended 31 December 2012 and 2011 are as follows:

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Profi t before tax 143,716 139,487 22,076 107,044

Tax at Malaysian statutory tax rate of 25% (2011: 25%) 35,929 34,872 5,519 26,761 Different tax rate in other country (6,956) (6,077) - - Adjustments:

Non-deductible expenses 6,067 3,277 1,750 530 Income not subject to taxation (4,467) (1,493) (5,318) (1,428)Deferred tax assets not recognised:

Unabsorbed business losses 25 - - - Unabsorbed capital allowance 1 - - -

Under/(overprovision) of:Deferred tax in prior years 64 1,870 (1) 2,198 Income tax in prior years (1,567) (732) - (91)

Deferred tax assets recognised:Unabsorbed reinvestment allowance (10,804) (1,001) - (386)Unabsorbed capital allowances - (513) - -

Effects of utilisation of:Current year reinvestment allowances (1,830) (197) - - Prior year reinvestment allowances (193) - - - Previously unrecognised capital allowances (748) (297) - -

Share of results of an associate 28 33 - -

Income tax expense recognised in profi t or loss 15,549 29,742 1,950 27,584

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2011: 25%) of the estimated assessable profi t for the year. The Group's Vietnam subsidiaries are subjected to 7.5% (2011: 7.5%) corporate tax rate.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.

A N N U A L R E P O R T 2 0 1 2 69


12. EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing profi t for the year, net of tax, attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the fi nancial year.

The following table refl ects the profi t and share data used in the computation of basic earnings per share for the years ended 31 December:

Group 2012 2011

Profi t net of tax attributable to owners of the parent used in the computation of basic earnings per share (RM ‘000) 120,658 104,044

Weighted average number of ordinary shares for basic earnings per share computation (‘000) 444,168 444,168

Basic earnings per share (sen) 27.16 23.42

The Group does not have any potential dilutive ordinary shares. Accordingly, the diluted earnings per share is not presented.

13. PROPERTY, PLANT AND EQUIPMENT

Land and buildings*

RM'000

Plant, machinery

and equipment

RM'000

Furniture, fi ttings

and offi ce equipment

RM'000

Motor vehicles RM'000

Capital work-in- progress RM'000

Total RM'000

GROUP

At 31 December 2012

At cost At 1 January 2012 371,710 738,837 41,933 13,826 116,667 1,282,973 Additions 76 12,547 2,897 1,061 40,003 56,584 Disposals - (1,176) (615) (2,026) (157) (3,974)Disposal of a subsidiary (Note 17) (7,082) (24,105) (551) (160) - (31,898)Written off (2) (622) (929) - (131) (1,684)Reclassifi cation 21,293 86,917 - 253 (108,463) - Transfer to intangible asset

(Note 16) - (19) - - - (19)Exchange differences (542) (2,245) (183) (12) - (2,982)

At 31 December 2012 385,453 810,134 42,552 12,942 47,919 1,299,000



13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Land and buildings*

RM'000

Plant, machinery

and equipment

RM'000



RM'000



Total RM'000

GROUP

At 31 December 2012 (cont’d)

Accumulated depreciation and impairment

At 1 January 2012 68,211 538,923 34,569 9,193 - 650,896 Charge for the year (Note 8) 6,705 41,013 2,293 1,782 - 51,793 Disposals - (1,082) (612) (1,650) - (3,344)Disposal of a subsidiary (Note 17) (538) (5,452) (186) (52) - (6,228)Written off (1) (159) (875) - - (1,035)Exchange differences (82) (1,017) (141) (3) - (1,243)

At 31 December 2012 74,295 572,226 35,048 9,270 - 690,839

Net carrying amountAt 31 December 2012 311,158 237,908 7,504 3,672 47,919 608,161

GROUP

At 31 December 2011

At cost At 1 January 2011 372,539 722,429 38,999 13,584 34,914 1,182,465 Additions 787 29,652 2,850 2,441 83,377 119,107 Disposals - (8,664) (165) (2,096) - (10,925)Written off - - (105) - (407) (512)Transfer from intangible asset

(Note 16) - 1,096 241 - (1,217) 120 Exchange differences (1,616) (5,676) 113 (103) - (7,282)

At 31 December 2011 371,710 738,837 41,933 13,826 116,667 1,282,973

A N N U A L R E P O R T 2 0 1 2 71



Land and buildings*

RM'000

Plant, machinery

and equipment

RM'000



RM'000



Total RM'000

GROUP

At 31 December 2011 (cont’d)


At 1 January 2011 62,471 510,234 31,769 9,297 - 613,771 Charge for the year (Note 8) 5,890 38,141 3,080 1,853 - 48,964 Disposals - (7,995) (145) (1,937) - (10,077)Written off - - (103) - - (103)Transfer from intangible asset

(Note 16) - - 120 - - 120 Exchange differences (150) (1,457) (152) (20) - (1,779)

At 31 December 2011 68,211 538,923 34,569 9,193 - 650,896

Net carrying amountAt 31 December 2011 303,499 199,914 7,364 4,633 116,667 632,077

At 1 January 2011 310,068 212,195 7,230 4,287 34,914 568,694

COMPANY

At 31 December 2012

At cost At 1 January 2012 116,928 139,720 13,723 5,029 455 275,855 Additions - 2,787 404 306 1,379 4,876 Disposals - (854) (42) (1,276) (157) (2,329)Written off - (120) (455) - - (575)Reclassifi cations - 434 - 144 (578) -

At 31 December 2012 116,928 141,967 13,630 4,203 1,099 277,827


At 1 January 2012 14,396 97,468 12,334 3,591 - 127,789 Charge for the year (Note 8) 1,234 10,109 581 653 - 12,577 Disposals - (834) (42) (952) - (1,828)Written off - (120) (455) - - (575)

At 31 December 2012 15,630 106,623 12,418 3,292 - 137,963

Net carrying amountAt 31 December 2012 101,298 35,344 1,212 911 1,099 139,864




Land and buildings*

RM'000

Plant, machinery

and equipment

RM'000



RM'000



Total RM'000

COMPANY

At 31 December 2011

At costAt 1 January 2011 116,928 136,486 12,952 5,513 929 272,808 Additions - 2,516 537 397 1,064 4,514 Disposals - (289) (10) (881) - (1,180)Written off - - - - (407) (407)Transfer from intangible asset

(Note 16) - 1,007 244 - (1,131) 120

At 31 December 2011 116,928 139,720 13,723 5,029 455 275,855


At 1 January 2011 13,162 89,027 11,610 3,653 - 117,452 Charge for the year (Note 8) 1,234 8,730 608 679 - 11,251 Disposals - (289) (4) (741) - (1,034)Transfer from intangible asset

(Note 16) - - 120 - - 120

At 31 December 2011 14,396 97,468 12,334 3,591 - 127,789

Net carrying amountAt 31 December 2011 102,532 42,252 1,389 1,438 455 148,066

At 1 January 2011 103,766 47,459 1,342 1,860 929 155,356

A N N U A L R E P O R T 2 0 1 2 73



* Land and buildings of the Group:

Freehold land

RM'000

Long term leasehold

land RM'000

Buildings RM'000

Total RM'000

GROUP

At 31 December 2012

At costAt 1 January 2012 86,831 80,733 204,146 371,710 Additions/reclassifi cations 1,559 - 19,810 21,369 Disposal - - (7,082) (7,082)Written off - - (2) (2)Exchange differences - - (542) (542)

At 31 December 2012 88,390 80,733 216,330 385,453

Accumulated depreciation and impairmentAt 1 January 2012 4,882 8,532 54,797 68,211 Charge for the year - 1,151 5,554 6,705 Disposal - - (538) (538)Written off - - (1) (1)Exchange differences - - (82) (82)

At 31 December 2012 4,882 9,683 59,730 74,295

Net carrying amountAt 31 December 2012 83,508 71,050 156,600 311,158

At 31 December 2011

At costAt 1 January 2011 86,831 80,733 204,975 372,539 Additions - - 787 787 Exchange differences - - (1,616) (1,616)

At 31 December 2011 86,831 80,733 204,146 371,710

Accumulated depreciation and impairmentAt 1 January 2011 4,882 7,275 50,314 62,471 Charge for the year - 1,257 4,633 5,890 Exchange differences - - (150) (150)

At 31 December 2011 4,882 8,532 54,797 68,211


At 1 January 2011 81,949 73,458 154,661 310,068




* Land and buildings of the Company:

Freehold land

RM'000

Long term leasehold

land RM'000

Buildings RM'000

Total RM'000

COMPANY

At 31 December 2012

At costAt 1 January 2012/31 December 2012 42,213 39,790 34,925 116,928

Accumulated depreciation and impairmentAt 1 January 2012 2,133 3,885 8,378 14,396 Charge for the year - 572 662 1,234

At 31 December 2012 2,133 4,457 9,040 15,630


At 31 December 2011

At costAt 1 January 2011/31 December 2011 42,213 39,790 34,925 116,928

Accumulated depreciation and impairmentAt 1 January 2011 2,133 3,313 7,716 13,162 Charge for the year - 572 662 1,234

At 31 December 2011 2,133 3,885 8,378 14,396


At 1 January 2011 40,080 36,477 27,209 103,766

(a) Capitalisation of borrowing costs

The Group's capital work in progress include borrowing costs arising from term loans borrowed specifi cally for the purpose of the construction of a plant and the acquisition of plant and machineries. During the fi nancial year, the borrowing costs capitalised as cost of plant and equipment amounted to RM1,473,000 (31 December 2011: RM503,000; 1 January 2011: Nil) (Note 7).

(b) Long term leasehold land

The long term leasehold land of the Group has remaining tenure of 58 to 68 (31 December 2011: 59 to 69; 1 January 2011: 60 to 70) years.

A N N U A L R E P O R T 2 0 1 2 75


14. LAND USE RIGHTS

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

LEASEHOLD LAND

CostAt 1 January 14,000 9,376 229 229 Additions 1,445 4,858 - - Disposal of a subsidiary (Note 17) (1,136) - - - Exchange differences (376) (234) - -

At 31 December 13,933 14,000 229 229

Accumulated amortisationAt 1 January 1,711 1,624 228 222 Amortisation charge (Note 8) 153 171 - 6 Disposal of a subsidiary (Note 17) (59) - - - Exchange differences (29) (84) - -

At 31 December 1,776 1,711 228 228

Net carrying amountAt 31 December 12,157 12,289 1 1

Analysed as:Long term leasehold land 12,156 12,288 - - Short term leasehold land 1 1 1 1

12,157 12,289 1 1

The land use rights of the Group have remaining tenure of 34 to 45 (31 December 2011: 35 to 46; 1 January 2011: 36 to 44) years.

15. INVESTMENT PROPERTIES

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

CostAt 1 January 28,726 28,726 18,054 18,054 Additions 1,335 - 1,335 -

At 31 December 30,061 28,726 19,389 18,054

Accumulated depreciationAt 1 January 5,716 5,207 1,849 1,584 Charge for the year (Note 8) 535 509 291 265

At 31 December 6,251 5,716 2,140 1,849

Net carrying amountAt 31 December 23,810 23,010 17,249 16,205



15. INVESTMENT PROPERTIES (CONT’D)

Representing investment properties held under lease terms:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Leasehold land 14,092 14,284 14,476 Buildings 9,718 8,726 9,043

23,810 23,010 23,519

COMPANY

Leasehold land 10,319 10,450 10,581 Buildings 6,930 5,755 5,889

17,249 16,205 16,470

The investment properties consist of leasehold land and buildings which are held under lease terms and are leased to third parties. The leasehold land of the Group has tenure of 24 to 78 (31 December 2011: 25 to 79; 1 January 2011: 26 to 80) years.

The estimated market value of the investment properties as at 31 December 2012 is approximately RM94,703,000 (31

December 2011: RM71,800,000; 1 January 2011: RM99,730,000). The market value for the year was obtained from observable market information, determined by reference to similiar industrial lands which have been sold or are being offered for sale. No independent valuation by professional valuer has been performed on these investment properties.

16. INTANGIBLE ASSET Computer software

Group Company 2012

RM'000 2011

RM'000 2012

RM'000 2011

RM'000

CostAt 1 January 4,657 4,307 1,628 1,568 Additions 230 499 114 181 Transfer from/(to) property, plant and equipment (Note 13) 19 (120) - (120)Written off (177) (1) (86) (1)Exchange difference (2) (28) - -

At 31 December 4,727 4,657 1,656 1,628

A N N U A L R E P O R T 2 0 1 2 77


16. INTANGIBLE ASSET (CONT’D) Computer software (cont’d)

Group Company 2012

RM'000 2011

RM'000 2012

RM'000 2011

RM'000

Accumulated amortisationAt 1 January 4,411 4,041 1,538 1,398 Amortisation charge (Note 8) 356 493 147 260 Transfer to property, plant and equipment (Note 13) - (120) - (120)Written off (175) - (86) - Exchange difference (2) (3) - -

At 31 December 4,590 4,411 1,599 1,538

Net carrying amountAt 31 December 137 246 57 90

Amortisation expense

The amortisation of computer software is included in the administrative expenses in the statements of comprehensive income.

Transfer from/(to) property, plant and equipment

Relates to the reclassifi cation from/to offi ce equipment, where certain computer hardware was previously included in intangible assets.

17. INVESTMENT IN SUBSIDIARIES

Company 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

Quoted shares in Malaysia, at cost 19,155 19,155 19,155 Unquoted shares, at cost 89,284 119,405 119,405

108,439 138,560 138,560 Impairment losses (1,000) (1,000) (1,000)

107,439 137,560 137,560

Market value of quoted shares in Malaysia 69,769 76,680 39,163



17. INVESTMENT IN SUBSIDIARIES (CONT’D)

NameCountry of

incorporationPrincipalactivities

Proportion (%) ofownership interest

31.12.2012 31.12.2011 01.01.2011

Subsidiary companies of the Company

Box-Pak (Malaysia) Bhd. (“BP”) Malaysia Corrugated fi bre board carton manufacturer

55 55 55

Federal Metal Printing Factory Sdn. Berhad.

Malaysia Metal printing and can manufacturer

100 100 100

Indastri Kian Joo Sdn. Bhd. Malaysia Letting out of factory building

100 100 100

Kian Joo Can (Vietnam) Co., Ltd. (1) Vietnam Can manufacturer 100 100 100

Kian Joo Canpack (Vietnam) Co., Ltd. (2)

Vietnam Provision of contract packing services

- 60 60

Kian Joo Packaging Sdn. Bhd. Malaysia 2-piece aluminium beverage cans manufacturer

100 100 100

Kian Joo Canpack Sdn. Bhd. Malaysia Provision of contract packing services

100 100 100

Kian Joo Canpack (Shah Alam) Sdn. Bhd.

Malaysia Provision of contract packing services

100 100 100

KJ Can (Johore) Sdn. Bhd. Malaysia Can manufacturer 100 100 100

KJ Can (Selangor) Sdn. Bhd. Malaysia Can manufacturer 100 100 100

KJM Aluminium Can Sdn. Bhd. Malaysia 2-piece aluminium retortable can manufacturer

100 100 100

Metal-Pak (Malaysia) Sdn. Bhd. (“MP”) Malaysia Can manufacturer 100 100 100

Multi-Pet Sdn. Bhd. Malaysia Ceased operation 100 100 100

KJO Systems Sdn. Bhd. Malaysia Packaging machinery manufacturer

100 100 100

KJ Can (Singapore) Pte. Ltd. (2) Singapore Dormant 100 100 100

A N N U A L R E P O R T 2 0 1 2 79



NameCountry of



31.12.2012 31.12.2011 01.01.2011

Subsidiary companies of BP

Box-Pak (Johore) Sdn. Bhd. Malaysia Corrugated fi bre board carton manufacturer

55 55 55

Box-Pak (Vietnam) Co., Ltd. (“BPV”) (1) Vietnam Corrugated fi bre board carton manufacturer

55 55 55

Subsidiary company of BPV

Box-Pak (Hanoi) Co., Ltd. (“BPH”) (1) Vietnam Corrugated fi bre board carton manufacturer

55 55 -

Subsidiary companies of MP

Bintang Seribu Sdn. Bhd. Malaysia Letting out factory building 100 100 100

Great Asia Tin Cans Factory Company Sdn. Bhd.

Malaysia Letting out factory building 100 100 100

(1) Audited by a member fi rm of Ernst & Young Global in 2012; Audited by a fi rm other than Ernst & Young in 2011 (2) Audited by a fi rm other than Ernst & Young




Disposal of subsidiary

On 27 July 2012, the Group entered into an agreement with a third party to dispose its entire 60% equity interest in a subsidiary, Kian Joo Canpack (Vietnam) Co., Ltd. The disposal was completed on 11 October 2012.

The disposal had the following effects on the fi nancial position of the Group as at the end of the year:

2012 2011 RM'000 RM'000

Property, plant and equipment (Note 13) 25,670 26,558 Land use rights (Note 14) 1,077 1,091 Inventories 510 478 Trade and other receivables 415 295 Cash and bank balances 2,091 1,645 Other current asset 201 502 Trade and other payables (877) (885)

Net assets disposed 29,087 29,684 Minority interest (11,446) (11,577)Transfer from foreign exchange reserve 1,411 1,221

19,052 19,328 Total disposal proceeds, settled by cash 27,001

Gain on disposal to the Group 7,949

Cash infl ow arising on disposal:Cash consideration 27,001 Cash and bank balances of subsidiary disposed (2,091)

Net cash infl ow on disposal 24,910

Loss on disposal to the Company is derived below:

RM'000

Cost of investment 30,121 Write off of intercompany balances 1,143

31,264 Total disposal proceeds, settled by cash 27,001

Loss on disposal to the Company (4,263)

A N N U A L R E P O R T 2 0 1 2 81


18. INVESTMENT IN ASSOCIATE

31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

GROUP

In Malaysia:

Unquoted shares, at cost 10,000 10,000 10,000

Share of post-acquisition reserve 12,710 14,362 14,406

22,710 24,362 24,406

COMPANY

In Malaysia:

Unquoted shares, at cost 10,000 10,000 10,000

NameCountry of



31.12.2012 31.12.2011 01.01.2011

Kian Joo-Visypak Sdn. Bhd. Malaysia Polyethylene terephthalate products manufacturer

50 50 50

The summarised fi nancial information of the associate, not adjusted for the proportion of ownership interest held by the

Group, is as follows:

Group 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

Assets and liabilities:Total assets 48,983 50,829 56,936 Total liabilities (2,923) (2,105) (7,675)

Results: Revenue 16,103 24,056 27,295 (Loss)/profi t for the year (3,303) (88) 1,966



19. OTHER INVESTMENT

Group 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

Golf club membership - 90 90

During the year, following the approval by the Board of Directors of a subsidiary via a resolution passed on 29 February 2012, the subsidiary transferred the corporate membership at Kuala Lumpur Golf & Country Club to a director of the Group.

The transfer resulted in a loss on disposal of RM90,000 (Note 8).

20. DEFERRED TAXATION

2012 2011 RM'000 RM'000

GROUP

At 1 January 20,956 15,869 Recognised in the profi t or loss (Note 11) (2,981) 5,087

At 31 December 17,975 20,956

Presented after appropriate offsetting as follows:Deferred tax assets (454) (32)Deferred tax liabilities 18,429 20,988

17,975 20,956

COMPANY

At 1 January (32) (3,522)Recognised in the profi t or loss (Note 11) 328 3,490

At 31 December 296 (32)

Presented after appropriate offsetting as follows:Deferred tax assets 296 (32)

A N N U A L R E P O R T 2 0 1 2 83


20. DEFERRED TAXATION (CONT’D)

The components and movements of deferred tax liabilities and assets during the fi nancial year prior to offsetting are as follows: Deferred tax liabilities/(assets) of the Group:

Capital allowance

and depreciation

differences RM'000

Leasehold land and buildings RM'000

Provisions RM'000

Unutilised capital

allowances RM'000

Unabsorbed tax losses

RM'000

Unutilised reinvestment

allowances RM'000

Others RM'000

Total RM'000

At 1 January 2011 23,804 29,150 (8,544) (10,484) (600) (17,156) (301) 15,869

Recognised in profi t or loss 1,736 (76) 450 86 1,909 2,054 (1,072) 5,087

At 31 December 2011 25,540 29,074 (8,094) (10,398) 1,309 (15,102) (1,373) 20,956

Recognised in profi t or loss 5,810 (1,284) 1,253 174 13 (8,855) (92) (2,981)

At 31 December 2012 31,350 27,790 (6,841) (10,224) 1,322 (23,957) (1,465) 17,975

Deferred tax liabilities/(assets) of the Company:

Capital allowance

and depreciation

differences RM'000

Leasehold land and buildings RM'000

Provisions RM'000

Unutilised capital

allowances RM'000

Unutilised reinvestment

allowances RM'000

Others RM'000

Total RM'000

At 1 January 2011 6,192 15,025 (3,250) (7,779) (13,683) (27) (3,522)

Recognised in profi t or loss 1,945 (271) (212) 2,412 (385) 1 3,490

At 31 December 2011 8,137 14,754 (3,462) (5,367) (14,068) (26) (32)

Recognised in profi t or loss (222) (268) 534 284 33 (33) 328

At 31 December 2012 7,915 14,486 (2,928) (5,083) (14,035) (59) 296



20. DEFERRED TAXATION (CONT’D)

Deferred tax assets for the Group have not been recognised in respect of the following items:

Group 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

Unabsorbed tax losses 9,270 9,171 9,168 Unutilised capital allowances 13,959 16,945 20,561 Unutilised reinvestment allowances 24,905 25,677 43,242

48,134 51,793 72,971

At the reporting date, the Group has unabsorbed tax losses, unutilised capital allowances, and unutilised reinvestment

allowances of approximately RM48,134,000 (31 December 2011: RM51,793,000; 1 January 2011: RM72,971,000) that are available for offset against future taxable profi ts of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its recoverability. The availability of unused tax losses for offsetting against future taxable profi ts of the respective subsidiaries in Malaysia are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax Act, 1967 and guidelines issued by the tax authority. The use of tax losses of subsidiaries in other countries is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the subsidiaries operate.

There are no income tax consequences (31 December 2011 and 1 January 2011: Nil) attached to the dividends to the shareholders proposed by the Company but not recognised as a liability in the fi nancial statements (Note 39).

21. TRADE AND OTHER RECEIVABLES

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

CurrentTrade receivables:

Third parties 247,686 242,646 228,444 Less: Allowance for impairment (3,606) (3,117) (3,815)

Trade receivables, net 244,080 239,529 224,629

Other receivables:Amounts due from associate 111 - 2,143 Refundable deposits 8,200 2,594 2,065 Staff loans 214 203 194 Others 13,694 12,018 10,544

Other receivables, net 22,219 14,815 14,946

Total trade and other receivables 266,299 254,344 239,575 Add: Cash and bank balances (Note 24) 133,683 92,917 92,087

Total loans and receivables 399,982 347,261 331,662

A N N U A L R E P O R T 2 0 1 2 85


21. TRADE AND OTHER RECEIVABLES (CONT’D)

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

CurrentTrade receivables:

Third parties 29,318 31,205 29,435 Amounts due from subsidiaries 6,593 3,800 2,106

35,911 35,005 31,541 Less: Allowance for impairment

Third parties (203) (212) (693)

Trade receivables, net 35,708 34,793 30,848

Other receivables:Amounts due from associate 53 - 2,032 Amounts due from subsidiaries 44,306 44,672 48,753 Refundable deposits 262 260 254 Staff loans 95 78 78 Others 673 1,751 1,287

45,389 46,761 52,404 Less: Allowance for impairment (17,095) (17,088) (17,137)

Other receivables, net 28,294 29,673 35,267

Total current trade and other receivables 64,002 64,466 66,115

Non-current

Other receivables:Loans to subsidiaries 63,500 80,000 88,350

Total trade and other receivables (current and non-current) 127,502 144,466 154,465 Add: Cash and bank balances (Note 24) 67,249 52,221 59,306

Total loans and receivables 194,751 196,687 213,771




(a) Trade receivables

Trade receivables are non-interest bearing and are generally on 30 to 90 days (31 December 2011 and 1 January 2011: 30 to 90 days) terms. They are recognised at their original invoiced amounts which represent their fair values on initial recognition.

Ageing analysis of trade receivables The ageing analysis of the Group’s and the Company's trade receivables are as follows:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Neither past due nor impaired 171,430 150,084 138,581

1 to 30 days past due not impaired 47,813 53,233 49,257 31 to 60 days past due not impaired 17,616 20,406 25,581 61 to 90 days past due not impaired 4,733 8,755 9,963 91 to 120 days past due not impaired 1,970 3,073 932 More than 121 days past due not impaired 518 3,978 315

72,650 89,445 86,048

Impaired 3,606 3,117 3,815

247,686 242,646 228,444

COMPANY

Neither past due nor impaired 24,454 26,559 18,944

1 to 30 days past due not impaired 6,520 5,125 5,096 31 to 60 days past due not impaired 3,844 2,549 4,812 61 to 90 days past due not impaired 742 537 1,977 91 to 120 days past due not impaired 85 23 19 More than 121 days past due not impaired 63 - -

11,254 8,234 11,904

Impaired 203 212 693

35,911 35,005 31,541

A N N U A L R E P O R T 2 0 1 2 87



(a) Trade receivables (cont’d)

Receivables that are neither past due nor impaired

Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group and the Company.

None of the Group’s and the Company's trade receivables that are neither past due nor impaired have been renegotiated during the fi nancial year.

Receivables that are past due but not impaired The Group and Company have trade receivables amounting to RM72,650,000 (31 December 2011: RM89,445,000; 1

January 2011: RM86,048,000) and RM11,254,000 (31 December 2011: RM8,234,000; 1 January 2011: RM11,904,000) respective that are past due at the reporting date but not impaired.

Receivables that are impaired

The Group’s and Company's trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to record the impairment are as follows:

Individually impaired 31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

GROUP

Trade receivables - nominal amounts 3,606 3,117 3,815 Less: Allowance for impairment (3,606) (3,117) (3,815)

- - -

COMPANY

Trade receivables - nominal amounts 203 212 693 Less: Allowance for impairment (203) (212) (693)

- - -

Movement in allowance accounts:

2012 2011 RM'000 RM'000

GROUP

At 1 January 3,117 3,815 Charge for the year (Note 8) 693 198 Reversal of impairment losses (Note 8) (57) (896)Exchange differences (147) -

At 31 December 3,606 3,117




(a) Trade receivables (cont’d)

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in signifi cant fi nancial diffi culties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

2012 2011 RM'000 RM'000

COMPANY

At 1 January 212 693 Reversal of impairment losses (Note 8) (9) (481)

At 31 December 203 212

(b) Related party balances and staff loans

- Amounts due from subsidiaries and related companies are unsecured, non-interest bearing and repayable on demand.

- Loans to subsidiaries are unsecured, bear interest at cost of fund plus 0.5% (31 December 2011 and 1 January 2011: 0.5%) per annum, and have an average maturity of 3 years (31 December 2011 and 1 January 2011: 3 years).

22. OTHER CURRENT ASSETS

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Prepaid operating expenses 963 1,462 2,890 Value added tax recoverable 1,193 732 1,564

2,156 2,194 4,454

COMPANY

Prepaid operating expenses 59 160 623

A N N U A L R E P O R T 2 0 1 2 89


23. INVENTORIES

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

At costRaw materials 165,854 160,395 101,443 Work-in-progress 58,851 55,436 35,180 Finished goods 43,844 48,854 37,613 Spare parts and consumables 18,106 14,248 9,843

286,655 278,933 184,079

At net realisable valueRaw materials - - 46,590

286,655 278,933 230,669

COMPANY

At costRaw materials 12,916 17,466 1,383 Work-in-progress 21,962 17,143 17,472 Finished goods 2,211 6,020 5,745 Spare parts and consumables 1,322 1,032 13

38,411 41,661 24,613

At net realisable valueRaw materials - - 16,706

38,411 41,661 41,319

During the year, the amount of inventories recognised as expense in cost of sales of the Group and the Company was RM767,133,000 (31 December 2011: RM706,986,000; 1 January 2011: RM684,716,000) and RM155,743,000 (31 December 2011: RM162,917,000; 1 January 2011: RM140,162,000), respectively.



24. CASH AND BANK BALANCES

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Cash at banks and on hand 69,847 37,313 33,677 Short term deposits with:

Licensed banks 27,853 5,084 2,902 Other fi nancial institution 35,983 50,520 55,508

Cash and bank balances 133,683 92,917 92,087

COMPANY

Cash at banks and on hand 5,256 1,722 3,784 Short term deposits with:

Licensed banks 26,046 14 14 Other fi nancial institution 35,947 50,485 55,508

Cash and bank balances 67,249 52,221 59,306

Other fi nancial institution is a building society in Malaysia.

The range of interest rates during the fi nancial year and the maturities of deposit at the fi nancial year end were as follows:

Group Company Interest Maturities Interest Maturities

Rates Days Rates Days% %

As at 31 December 2012

Licensed banks 1.83 to 14.00 1 to 62 2.74 to 2.95 1 to 31 Other fi nancial institution 2.80 to 3.38 1 to 33 2.90 to 3.38 1 to 33



As at 1 January 2011


A N N U A L R E P O R T 2 0 1 2 91


24. CASH AND BANK BALANCES (CONT’D)

For the purpose of the statements of cash fl ows, cash and cash equivalents comprise the following at the reporting date:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Cash and short term deposits 133,683 92,917 92,087 Bank overdrafts (Note 27) - - (1,561)

Cash and cash equivalents 133,683 92,917 90,526

COMPANY

Cash and short term deposits 67,249 52,221 59,306

25. PROVISIONS

Group 2012 2011

RM'000 RM'000

Provision for solid waste disposalAt 1 January 103 151 Additional during the year (Note 8) 594 723 Utilisation of provision during the year (649) (771)

At 31 December 48 103

The Group has to dispose of solid waste in accordance with environmental requirements. A provision has been made for estimated cost for the disposal of solid waste based on service provider's price quotation.

26. RETIREMENT BENEFIT OBLIGATIONS The Group and the Company operate an unfunded, defi ned retirement benefi t scheme and provision is made at contracted

rates for benefi ts that would become payable on retirement of eligible employees. Under the Scheme, eligible employees are entitled to retirement benefi ts varying between 18 days and 52 days per year of fi nal salary upon attainment of the retirement age of 55.

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Present value of unfunded defi ned benefi t obligations 36,009 28,913 27,674 Unrecognised actuarial loss (5,230) (4,195) (3,073)

30,779 24,718 24,601



26. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Analysed as:Not later than 1 year 3,297 1,891 1,725 Later than 1 year but not later than 2 years 2,864 1,540 1,276 Later than 2 years but not later than 5 years 3,592 5,771 5,797 Later than 5 years 21,026 15,516 15,803

30,779 24,718 24,601

Analysed as:Current 3,297 1,891 1,725 Non-current 27,482 22,827 22,876

30,779 24,718 24,601

COMPANY

Present value of unfunded defi ned benefi t obligations 12,862 12,117 12,035 Unrecognised actuarial loss (1,750) (1,742) (1,742)

11,112 10,375 10,293

Analysed as:Not later than 1 year 1,542 893 665 Later than 1 year but not later than 2 years 681 942 752 Later than 2 years but not later than 5 years 1,253 2,337 2,313 Later than 5 years 7,636 6,203 6,563

11,112 10,375 10,293

Analysed as:Current 1,542 893 665 Non-current 9,570 9,482 9,628

11,112 10,375 10,293

A N N U A L R E P O R T 2 0 1 2 93



The movement in the present value of the defi ned benefi t obligations over the years is as follows:

2012 2011 RM'000 RM'000

GROUP

At 1 January 28,913 27,674 Current service cost 6,123 1,260 Interest cost 1,398 1,354 Actuarial (gain)/loss 486 910 Benefi ts paid by the plan (911) (2,285)

At 31 December 36,009 28,913

COMPANY

At 1 January 12,117 12,035 Current service cost 1,100 446 Interest cost 514 530 Benefi ts paid by the plan (869) (894)

At 31 December 12,862 12,117

The amounts recognised in the statements of comprehensive income are as follows:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Current service cost 6,123 1,260 1,170 Interest cost 1,398 1,354 977 Net actuarial loss/(gain) 139 (91) 421

Total, included in staff cost (Note 9) 7,660 2,523 2,568

COMPANY

Current service cost 1,100 446 458 Interest cost 514 530 511

Total, included in staff cost (Note 9) 1,614 976 969




Principal actuarial assumptions used:

31.12.2012 31.12.2011 01.01.2011 % % %

Discount rate 6 6 6 Expected rate of salary increases 5 5 5

27. LOANS AND BORROWINGS

Maturity 31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

CurrentSecured:

Obligations under fi nance leases - - 98

Unsecured:Bank overdrafts On demand - - 1,561 Bankers acceptances 2013 58,108 55,588 23,962 Trust receipts/bill discount 2013 7,977 10,249 10,949 Revolving credit 2013 40,000 50,000 60,000 Term loans 2013 16,269 15,227 7,137

122,354 131,064 103,609

122,354 131,064 103,707

Non-currentUnsecured:

Term loans 2019 59,952 63,152 10,725

Total loans and borrowings 182,306 194,216 114,432

TotalObligation under fi nance lease - - 98 Bankers acceptance 58,108 55,588 23,962 Revolving credit 40,000 50,000 60,000 Bank overdrafts - - 1,561 Trust receipts/bill discount 7,977 10,249 10,949 Term loans 76,221 78,379 17,862

182,306 194,216 114,432

A N N U A L R E P O R T 2 0 1 2 95


27. LOANS AND BORROWINGS (CONT’D)

Maturity 31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

CurrentSecured:

Obligations under fi nance leases - - 98

Unsecured:Bankers acceptances 2012 6,715 8,426 - Revolving credit 2012 40,000 50,000 60,000

46,715 58,426 60,000

TotalObligation under fi nance lease - - 98 Bankers acceptance 6,715 8,426 - Revolving credit 40,000 50,000 60,000

46,715 58,426 60,098

The remaining maturities of the loans and borrowings as at 31 December 2012 and 31 December 2011 are as follows:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

On demand or within one year 122,354 131,064 103,707 More than 1 year and less than 2 years 17,250 21,126 9,123 More than 2 years and less than 5 years 30,205 40,006 1,602 More than 5 years 12,497 2,020 -

182,306 194,216 114,432

COMPANY

On demand or within one year 46,715 58,426 60,098



27. LOANS AND BORROWINGS (CONT’D)

Details of the term loans are as follows:

Loan Interest rate Drawdown date Repayment Term

Type 1 cost of fund + 0.4% Aug-08 17 quarterly instalments after 12 months of drawdown

Type 2 cost of fund + 0.4% Jun-09 16 quarterly instalments after 15 months of drawdown

Type 3 cost of fund +0.4% Apr-11 60 monthly instalments after 12 months of drawdown

Type 4 fi xed 3.5% Oct-12 61 monthly instalments after 24 months of drawdown

Bank overdrafts

Bank overdrafts are secured by a corporate guarantee from the Company with a fl oating interest rate charge of BLR + 0.5% per annum.

Bankers acceptance

Bankers acceptance is secured by a corporate guarantee from the Company with a fl oating interest rate charge as quoted by the bank at the time of drawdown, with the average interest rate of 3.25%.

Term loans

The term loans are secured by corporate guarantee given by the Company to certain subsidiary companies to banks for credit facilities granted to subsidiary companies as disclosed in Note 35.

28. TRADE AND OTHER PAYABLES

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

CurrentTrade payables:

Third parties 46,720 49,221 56,380

Other payables:Accrued operating expenses 31,917 33,583 25,457 Other payables 14,970 17,891 16,569 Value added tax payable 438 249 384 Amounts due to associate 26 208 -

47,351 51,931 42,410

Total trade and other payables 94,071 101,152 98,790 Add: Loans and borrowings (Note 27) 182,306 194,216 114,432

Total fi nancial liabilities carried at amortised cost 276,377 295,368 213,222 7 295,368 2

A N N U A L R E P O R T 2 0 1 2 97


28. TRADE AND OTHER PAYABLES (CONT’D)

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

CurrentTrade payables:

Third parties 5,444 6,503 7,049

Other payables:Accrued operating expenses 5,814 6,594 6,674 Other payables 4,105 3,315 2,762 Amounts due to subsidiaries 15,182 9,824 55,152 Amounts due to associate - 238 -

25,101 19,971 64,588

Total trade and other payables 30,545 26,474 71,637 Add: Loans and borrowings (Note 27) 46,715 58,426 60,098

Total fi nancial liabilities carried at amortised cost 77,260 84,900 131,735

(a) Trade payables

These amounts are non-interest bearing. Trade payables are normally settled on 60-day (31 December 2011 and 1 January 2011: 60-day) terms.

(b) Other payables

These amounts are non-interest bearing. Other payables are normally settled on an average term of six months (31 December 2011 and 1 January 2011: average term of six months).

(c) Amount due to related companies

The amount is unsecured, non-interest bearing and is repayable on demand.

29. DERIVATIVES

31.12.12 RM'000

31.12.11 RM'000

01.01.11 RM'000

Contract/ Notional amount

Asset/ (Liabilities)





GROUP

Non-hedging derivatives:

CurrentCommodity derivative contracts 21,883 1,098 41,683 (4,581) - - Forward currency contracts - - 17,323 474 2,908 (8)

21,883 1,098 59,006 (4,107) 2,908 (8)



29. DERIVATIVES (CONT’D)

31.12.12 RM'000

31.12.11 RM'000

01.01.11 RM'000







GROUP

Non-currentCurrency swap contracts 12,497 (1,431) - - - -

34,380 (333) 59,006 (4,107) 2,908 (8)

The Group uses forward currency contracts and commodity derivative contracts to manage some of the transaction exposure. These contracts are not designated as cash fl ow or fair value hedges and are entered into for periods consistent with currency transaction exposure and fair value changes exposure. Such derivatives do not qualify for hedge accounting.

The commodity derivative contracts are used to hedge against raw material price movements for which fi rm commitments existed at the reporting date, extending to July 2013 (31 December 2011: June 2012; 1 January 2011: Nil).

Forward currency contracts were used to hedge the Group’s sales and purchases denominated in USD for which fi rm commitments existed at the reporting date, all of which matured within 2012 (31 December 2011: February 2012; 1 January 2011: January 2011).

Currency swap contracts were used to hedge against foreign exchange and interest rate fl uctuations arising from the Group's Type 4 (as disclosed in Note 27) term loan repayment. The loan tenure is disclosed in Note 27.

During the fi nancial year, the Group recognised a gain of RM2,779,000 (31 December 2011: loss of RM6,993,000; 1 January 2011: loss of RM8,000) arising from fair value changes of derivative liabilities. The fair value changes are attributable to changes in market prices of aluminium and interest rate, as well as foreign exchange spot and forward rate.

30. SHARE CAPITAL

Group/Company Share capital (Issued

and fully paid) Share premium 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

At 1 January/31 December 111,042 111,042 744 744

A N N U A L R E P O R T 2 0 1 2 99


30. SHARE CAPITAL (CONT’D)

Group/CompanyNumber of ordinary

shares of RM0.25 each 2012 2011 '000 '000

Authorised share capitalAt 1 January/31 December 2,000,000 2,000,000

Issued and fully paidAt 1 January/31 December 444,168 444,168

Amount 2012 2011

RM'000 RM'000

Authorised share capitalAt 1 January/31 December 500,000 500,000

Issued and fully paidAt 1 January/31 December 111,042 111,042

Share capital The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares

carry one vote per share without restrictions and rank equally with regard to the Company residual assets.

31. OTHER RESERVES

Asset revaluation

reserve RM'000

Capital reserve

RM'000

Foreign currency

translation reserve

RM'000 Total

RM'000

GROUP

At 1 January 2011 101,751 4,480 (17,317) 88,914 Effects of adoption of MFRS 1 (101,751) - 17,317 (84,434)

At 1 January 2011 - 4,480 - 4,480 Other comprehensive income:

Foreign currency translation - - (4,990) (4,990)

At 31 December 2011 - 4,480 (4,990) (510)

At 1 January 2012 - 4,480 (4,990) (510)Other comprehensive income:

Foreign currency translation - - (2,492) (2,492)Disposal of investment in a subsidiary - - 1,411 1,411

At 31 December 2012 - 4,480 (6,071) (1,591)



31. OTHER RESERVES (CONT’D)

Asset revaluation

reserve RM'000

COMPANY

At 1 January 2011 50,158 Effects of adoption of MFRS 1 (50,158)

At 1 January 2011/31 December 2011/31 December 2012 -

(a) Asset revaluation reserve

The asset revaluation reserve represents increases in the fair value of freehold land and buildings and leasehold land and buildings classifi ed under property, plant and equipment, net of deferred taxation effect.

(b) Capital reserve

The capital reserve arose as a result of capitalisation of retained earnings and revaluation reserve for bonus issue by a subsidiary company, Box-Pak (Malaysia) Bhd., in 1996.

(c) Foreign currency translation reserve

The foreign currency translation reserve arose from the translation of the fi nancial statements of the foreign subsidiary companies.

32. RETAINED EARNINGS

The Company has elected for the irrevocable option under the Finance Act 2007 to disregard the Section 108 balance as at 31 December 2011. Hence, the Company will be able to distribute dividends out of its entire retained earnings as at 31 December 2012 and 31 December 2011 under the single tier system.

33. RELATED PARTY DISCLOSURES

(a) Sale and purchase of goods and services

In addition to the related party information disclosed elsewhere in the fi nancial statements, the following signifi cant transactions between the Group, the Company and related parties took place at terms agreed between the parties during the fi nancial year:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Sales to: An associated company (148) (167) (119)A subsidiary of a substantial corporate shareholder (38) - - Director-related companies (959) (1,002) (899)

Transfer of golf club membership to a director of the Company 90 - - Purchases from:

An associated company 3 2 - A subsidiary of a substantial corporate shareholder 3 - -

3 2 3 -

A N N U A L R E P O R T 2 0 1 2 101


33. RELATED PARTY DISCLOSURES (CONT’D)

(a) Sale and purchase of goods and services (cont’d)

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

Sales to subsidiary companies (94,321) (110,088) (68,262)Purchases from:

A subsidiary of a substantial corporate shareholder 3 - - Subsidiary companies 65,636 77,321 8,369

Rental receivable from subsidiary companies (819) (818) (792)Dividend income received from subsidiary companies (23,392) (95,958) (99,600)Interest income receivable from subsidiary companies (4,248) (4,463) (3,710)

The related companies and their relationship with the Company are as follows:

Related companies Relationship

Box-Pak (Malaysia) Bhd. SubsidiaryFederal Metal Printing Factory, Sdn. Berhad SubsidiaryKian Joo Canpack (Shah Alam) Sdn. Bhd. SubsidiaryKian Joo Canpack Sdn. Bhd. SubsidiaryMetal-Pak (Malaysia) Sdn. Bhd. SubsidiaryKJM Aluminium Can Sdn. Bhd. SubsidiaryKian Joo Packaging Sdn. Bhd. SubsidiaryKJ Can (Selangor) Sdn. Bhd. SubsidiaryKJ Can (Johore) Sdn. Bhd. SubsidiaryKian Joo Can (Vietnam) Co., Ltd. SubsidiaryHercules Sdn. Bhd. Director-related company (See Leong Chye @ Sze Leong Chye)Hercules (Vietnam) Co., Ltd. Director-related company (See Leong Chye @ Sze Leong Chye)F & B Nutrition Sdn. Bhd. A subsidiary of a signifi cant corporate shareholderAik Joo Can Factory Sdn. Berhad A subsidiary of a signifi cant corporate shareholder

(b) Compensation of key management personnel

The Group and the Company do not have any key management personnel who have authority and responsibility for planning, directing and controlling the activities of the Group and the Company directly or indirectly, except for the directors. The directors' remunerations are as disclosed in Note 10.



34. COMMITMENTS

(a) Capital commitments

Capital expenditure as at the reporting date is as follows:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Capital expenditureApproved and contracted for:

Property, plant and equipment 37,239 17,212 71,036 Others 980 2,536 4,510

38,219 19,748 75,546

COMPANY

Capital expenditureApproved and contracted for:

Property, plant and equipment 673 298 984

On 16 December 2011, the Group, via Box-Pak (Hanoi) Co., Ltd., entered into a land lease agreement with certain third party to acquire land use rights amounting to USD800,000 (RM2,536,000). A total of USD320,000 (RM980,000) of the initally contracted amount remains unpaid as at 31 December 2012.

(b) Operating lease commitments – as lessee

Future minimum rentals payable under non-cancellable operating leases at the reporting date are as follows:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Not later than 1 year 337 298 186 Later than 1 year but not later than 5 years 110 113 37

447 411 223

COMPANY

Not later than 1 year 41 29 16 Later than 1 year but not later than 5 years 1 - -

42 29 16

A N N U A L R E P O R T 2 0 1 2 103


34. COMMITMENTS (CONT’D)

(c) Operating lease commitments – as lessor

Future minimum rentals receivable under non-cancellable operating leases at the reporting date are as follows:

31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Not later than 1 year 858 842 3,231 Later than 1 year but not later than 5 years - - 103

858 842 3,334

COMPANY

Not later than 1 year 385 1,268 2,934 Later than 1 year but not later than 5 years - - 103

385 1,268 3,037

(d) Finance lease commitments - hire purchase

There were no fi nance leases payable at the end of the previous and the current fi nancial year.

35. CONTINGENCIES

(a) Contingent liabilities

On 7 January 2012, the Company received a writ and statement from its former managing director's solicitors. The former managing director had claimed for, among other things, retirement gratuity amounting to RM6,530,000. The case is now pending court decision.

(b) Financial guarantee

Company 31.12.2012 31.12.2011 01.01.2011

RM '000 RM '000 RM '000

Unsecured:Guarantees given to fi nancial institutions for credit facilities

granted to subsidiary companies 22,578 10,328 6,710

No value has been placed on the corporate guarantee provided by the Company as the directors have assessed the guarantee contracts and concluded that the fi nancial impact of the guarantee is not material as the subsidiary concerned is in positive fi nancial standing to meet its obligation as and when they fall out.



36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to fi nancial risks arising from their operations and the use of fi nancial instruments. The key fi nancial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Group Financial Controller. The audit committee provides independent oversight to the effectiveness of the risk management process.

It is, and has been throughout the current and previous fi nancial year, the Group’s policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-effi cient. The Group and the Company do not apply hedge accounting.

The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned fi nancial risks and the objectives, policies and processes for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding fi nancial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verifi cation procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not signifi cant.

Exposure to credit risk

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by:

- The carrying amount of each class of fi nancial assets recognised in the statements of fi nancial position.

- A nominal amount of RM20,648,733 (31 December 2011: RM38,099,064; 1 January 2011: RM17,568,413) relating to a corporate guarantee provided by the Company to a bank on a subsidiary’s term loan.

Credit risk concentration profi le

The Group determines concentrations of credit risk by performing ongoing credit evaluation of its customers and by monitoring industry sector profi le of its trade receivables on an ongoing basis.

The Group does not have any signifi cant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any fi nancial instruments.

(b) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter diffi culty in meeting fi nancial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and fl exibility through the use of stand-by credit facilities.

The Group actively manages its debt maturity profi le, operating cash fl ows and the availability of funding so as to ensure that all refi nancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains suffi cient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debt position.

A N N U A L R E P O R T 2 0 1 2 105


36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

(b) Liquidity risk (cont’d)

Analysis of fi nancial instruments by remaining contractual maturities

The table below summarises the maturity profi le of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

On demand or within one year RM'000

One to fi ve years

RM'000

Over fi ve years

RM'000 Total

RM'000

GROUP


Financial liabilities:Trade and other payables 94,071 - - 94,071 Loans and borrowings 122,354 47,455 12,497 182,306 Derivatives 333 - - 333

Total undiscounted fi nancial liabilities 216,758 47,455 12,497 276,710


Financial liabilities:Trade and other payables 101,152 - - 101,152 Loans and borrowings 131,064 61,132 2,020 194,216 Derivatives 4,107 - - 4,107

Total undiscounted fi nancial liabilities 236,323 61,132 2,020 299,475


Financial liabilities:Trade and other payables 98,790 - - 98,790 Loans and borrowings 103,707 10,725 - 114,432 Derivatives 8 - - 8

Total undiscounted fi nancial liabilities 202,505 10,725 - 213,230




(b) Liquidity risk (cont’d)

On demand or within one year RM'000

COMPANY


Financial liabilities:Trade and other payables, excluding fi nancial guarantees (1) 30,545 Loans and borrowings 46,715

Total undiscounted fi nancial liabilities 77,260







(1) At the reporting date, the counterparty to the fi nancial guarantees does not have a right to demand cash as the default has not occurred. Accordingly, fi nancial guarantees under the scope of MFRS 139 are not included in the above maturity profi le analysis.

(c) Interest rate risk

The Group’s primary interest rate risk relates to interest-bearing debt. The Group manages its interest rate exposure by maintaining a prudent mix of fi xed and fl oating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.

The investments in other fi nancial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in fi xed deposits which yield better returns than cash at bank.

At the reporting date, if interest rates had been 50 basis points lower/higher, with all other variables held constant, the Group’s profi t net of tax would have been RM291,000 higher/lower, arising mainly as a result of lower/higher interest expense on fl oating rate loans and borrowings and interest income on fi xed deposit placements. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

A N N U A L R E P O R T 2 0 1 2 107



(d) Foreign currency risk

The Group is not signifi cantly exposed to foreign currency risk as the majority of the Group's transactions, assets and liabilities are denominated in Ringgit Malaysia except for foreign exchange risks arising from imports and exports and from a country in which foreign subsidiary companies operate. The currencies giving rise to this risk are primarily United States Dollar ("USD"), Vietnam Dong ("VND"), Singapore Dollar ("SGD"), Euro ("EURO"), Swiss Franc ("CHF"), Japanese Yen and Sterling Pound ("Others").

The Group is not engaged in any hedging transactions.

The net unhedged fi nancial assets and fi nancial liabilities of the Group as at 31 December 2012, 31 December 2011 and 1 January 2011 that are not denominated in its functional currency are as follows:

USD VND SGD EURO CHF Others Total RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Functional currency of the Group

31 December 2012

Cash and bank balances 47,159 - 863 - - - 48,022 Trade receivables 21,306 48,827 6,505 - - - 76,638 Trade payables (7,160) (18,579) (730) (649) - (1,470) (28,588)Other receivables 7,948 62 7 28 - 341 8,386 Other payables (2,155) (715) (195) (751) (13) (23) (3,852)Borrowings (unsecured) (113,959) - - - - - (113,959)

Net exposure (46,861) 29,595 6,450 (1,372) (13) (1,152) (13,353)

31 December 2011

Cash and bank balances 5,694 - 163 - - - 5,857 Trade receivables 12,833 9,825 8,708 236 - - 31,602 Trade payables (2,112) (3,094) (701) (397) - (742) (7,046)Other receivables 6,482 - 26 867 2,321 80 9,776 Other payables (3,118) - (813) (7) (2,468) (4) (6,410)Borrowings (unsecured) (60,614) (5,356) - - - - (65,970)

Net exposure (40,835) 1,375 7,383 699 (147) (666) (32,191)

1 January 2011

Cash and bank balances 4,704 - 693 - - - 5,397 Trade receivables 11,524 6,417 10,008 359 - - 28,308 Trade payables (468) (2,183) (1,006) (371) - (31) (4,059)Other receivables 2,116 - - - - - 2,116 Other payables (298) - (56) (1) (30) (165) (550)Borrowings (unsecured) - (26,793) - - - - (26,793)

Net exposure 17,578 (22,559) 9,639 (13) (30) (196) 4,419




(d) Foreign currency risk (cont’d)

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s and the Company's profi t net of tax to a reasonably possible change in the USD, VND and SGD exchange rates against the respective functional currencies of the Group entities, with all other variables held constant.

Profi t net of tax31.12.2012 31.12.2011 01.01.2011

RM'000 RM'000 RM'000

GROUP

USD/RM - strengthened 3% (1,406) (2,531) 200 - weakened 3% 1,406 2,531 (200)

VND/RM - strengthened 3% 888 (479) (677)- weakened 3% (888) 479 677

SGD/RM - strengthened 3% 194 217 341 - weakened 3% (194) (217) (341)

COMPANY

USD/RM - strengthened 3% 87 103 (119)- weakened 3% (87) (103) 119

VND/RM - strengthened 3% 29 54 37 - weakened 3% (29) (54) (37)

SGD/RM - strengthened 3% (8) (4) 19 - weakened 3% 8 4 (19)

(e) Fair values

The following are classes of fi nancial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

Current Note

Trade and other receivables 21Due from subsidiaries and related companies 21Borrowings 27Trade and other payables 28

The carrying amounts of these fi nancial assets and liabilities are reasonable approximation of fair values either due to their short-term nature or that they are fl oating rate instruments that are re-priced to market interest rates on or near the reporting date.

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair values due to the insignifi cant impact of discounting.

A N N U A L R E P O R T 2 0 1 2 109



(e) Fair values (cont’d)

Derivatives

Forward currency contracts, commodity derivative contracts and currency swap contracts (collectively known as "derivative contracts") are valued using a valuation technique with market observable inputs. The fair value of the derivative contracts is the amount that would be payable or receivable on completion/termination of the outstanding position, and is determined by reference to the difference between the contracted rate and the market rate as at the reporting date.

37. CAPITAL MANAGEMENT

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2012 and 31 December 2011.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, loans and borrowings, trade and other payables, less cash and bank balances. Capital includes only equity attributable to the equity holders of the company.

Note 31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

GROUP

Loans and borrowings 27 182,306 194,216 114,432 Trade and other payables 28 94,071 101,152 98,790 Less: Cash and bank balances 24 (133,683) (92,917) (92,087)

Net debt 142,694 202,451 121,135

Equity attributable to the owners of the parent, representing total capital 974,204 910,147 872,166

Capital and net debt 1,116,898 1,112,598 993,301

Gearing ratio 13% 18% 12%



37. CAPITAL MANAGEMENT (CONT’D)

Note 31.12.2012 31.12.2011 01.01.2011 RM'000 RM'000 RM'000

COMPANY

Loans and borrowings 27 46,715 58,426 60,098 Trade and other payables 28 30,545 26,474 71,637 Less: Cash and bank balances 24 (67,249) (52,221) (59,306)

Net debt 10,011 32,679 72,429

Equity attributable to the owners of the parent, representing total capital 419,541 454,935 436,548

Capital and net debt 429,552 487,614 508,977

Gearing ratio 2% 7% 14%

38. SEGMENT INFORMATION

For management purposes, the Group is organised into business units based on their products and services, and has three reportable operating segments as follows:

(i) Cans division - manufacture and distribution of tin and aluminium beverage cans.(ii) Cartons division - manufacture and distribution of corrugated fi breboard cartons.(iii) Contract packing division - carbonated beverage contract packing service and packing of milk powder on OEM basis.

Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments.

Management monitors the operating results of its business units separately for the purpose of making decisions about

resource allocation and performance assessment. Segment performance is evaluated based on operating profi t or loss which, in certain respects as explained in the table below, is measured differently from operating profi t or loss in the consolidated fi nancial statements. Group fi nancing (including fi nance costs) and income taxes are managed on a group basis and are not allocated to operating segements.

A N N U A L R E P O R T 2 0 1 2 111


38. SEGMENT INFORMATION (CONT’D)

General Cans Division

Aluminimum Can Division Cartons Division

Contract Packing Division Others

Adjustments and eliminations

Per consolidated fi nancial statements

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM’000

Revenue:

External customers 444,004 430,722 383,327 343,935 259,862 244,572 75,538 66,694 114 114 - - 1,162,845 1,086,037

Inter-segment 13,848 15,368 20,950 16,410 4,472 4,125 - - - - (39,270) (35,903) - -

Total revenue 457,852 446,090 404,277 360,345 264,334 248,697 75,538 66,694 114 114 (39,270) (35,903)1,162,845 1,086,037

Results:

Interest income 1,354 2,221 - - 82 75 2 19 - - - - 1,438 2,315

Dividend income 23,391 95,958 - - - - - - - - (23,391) (95,958) - -

Depreciation and amortisation 27,027 26,293 15,340 12,204 6,420 6,800 3,743 4,616 307 224 - - 52,837 50,137

Share of results of associates - - - - - - - - (1,623) (11) - - (1,623) (11)

Segment profi t/ (loss) 56,789 64,423 67,548 57,289 22,366 17,583 (1,055) 594 (1,932) (402) - - 143,716 139,487

Assets:

Investment in associates - - - - - - - - 22,710 24,362 - - 22,710 24,362

* Additions to non-current assets 12,454 24,424 31,283 87,266 10,811 10,283 5,046 2,491 - - - - 59,594 124,464

Segment assets 653,480 648,432 415,180 367,360 209,839 195,640 47,876 74,930 31,549 33,386 - - 1,357,924 1,319,748

Unallocated corporate assets 1,249 3,234

Segment liabilities 117,072 127,189 116,726 124,961 68,019 67,221 5,558 4,899 48 58 - - 307,423 324,328

Unallocated corporate liabilities 18,543 23,962

* Additions to non-current assets consist of:

2012 2011

RM '000 RM ‘000

Property, plant and equipment 56,584 119,107

Land use rights 1,445 4,858

Investment properties 1,335 -

Intangible assets 230 499

59,594 124,464



38. SEGMENT INFORMATION (CONT’D)

Geographical information The Group's geographical information is based on the location of the Group's assets. Sales to external customers disclosed

in the geographical information is based on the geographical location of the customers. Revenue and non-current assets information based on the geographical location of customers and assets respectively are as

follows:

Revenues Non-current assets 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Malaysia 687,334 660,181 598,800 587,149 Vietnam 296,498 265,595 68,629 104,957 Singapore 55,646 55,719 - - Others 123,367 104,542 - -

1,162,845 1,086,037 667,429 692,106

Non-current assets information presented above consist of the following items as presented in the consolidated statement of fi nancial position:

2012 2011 RM'000 RM'000

Property, plant and equipment 608,161 632,077 Land use rights 12,157 12,289 Investment properties 23,810 23,010 Intangible assets 137 246 Investment in associates 22,710 24,362 Other investment - 90 Deferred tax assets 454 32

667,429 692,106

A N N U A L R E P O R T 2 0 1 2 113


39. DIVIDENDS

Group/Company 2012 2011

RM'000 RM'000

Recognised during the fi nancial year:

Dividends on ordinary shares:Final tax exempt (single-tier) dividend of 10% for 2010: 2.50 sen (2009: Nil) per share - 11,104 Special tax exempt (single-tier) dividend of 20% for 2010: 5.00 sen (2009: Nil) per share - 22,209 Final tax exempt (single-tier) dividend of 10% for 2011: 2.50 sen (2010: 2.50 sen)

per share 11,104 - Special tax exempt (single-tier) dividend of 15% for 2011: 3.75 sen (2010: 5.00 sen)

per share 16,656 - Interim tax exempt (single-tier) dividend of 10% for 2012: 2.50 sen (2011: 2.50 sen)

per share 11,104 11,104 Special tax exempt (single-tier) dividend of 15% for 2012: 3.75 sen(2011: 3.75 sen)

per share 16,656 16,656

55,520 61,073

Proposed but not recognised as a liability as at 31 December:

Group/Company 2012 2011

RM'000 RM'000

Dividends on ordinary shares, subject to shareholders’ approval at the AGM:Final tax exempt (single-tier) dividend of 10% for 2012: 2.50 sen (2011: 2.50 sen)

per share 11,104 11,104 Special tax exempt (single-tier) dividend of 15% for 2012: 3.75 sen (2011: 3.75 sen)

per share 16,656 16,656

27,760 27,760

At the forthcoming Annual General Meeting, a fi nal tax exempt (single-tier) dividend at 10% (2.50 sen) and a special tax

exempt (single-tier) dividend at 15% (3.75 sen) on 444,167,786 ordinary shares in respect of current fi nancial year ended 31 December 2012, amounting to a dividend payable of RM27,760,487 will be proposed for shareholders’ approval. The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December 2013.



40. SIGNIFICANT EVENTS

(a) Disposal of a subsidiary

On 27 July 2012, the Company entered into an agreement with Nihon Canpack Co., Ltd. of Japan to dispose its entire 60% equity interest in a subsidiary, Kian Joo Canpack (Vietnam) Co., Ltd. for a cash consideration of USD9,300,000. The disposal was completed on 11 October 2012.

The effects of the disposal on the fi nancial position of the Group and the Company is disclosed in Note 17.

(b) Proposed bonus and rights issue

In February 2011, the Group proposed:

(i) a bonus issue of 222,083,893 new ordinary shares of RM0.25 each in the Company ("KJCF Shares"), to be credited as fully paid up, on the basis of one (1) Bonus Share for every two (2) KJCF Shares held ("Proposed Bonus Issue"); and

(ii) a renounceable rights issue of 166,562,919 fi ve (5)-year warrants 2011/2016 ("Warrants") on the basis of one (1) Warrant for every four (4) KJCF Shares held after the Proposed Bonus Issue at an issue price of RM0.01 per Warrant (collectively known as "the Proposal").

As at the date of this report, the Proposal is pending fulfi llment of certain conditions set by Bursa Malaysia Securities Berhad. Approval from shareholders has yet to be sought. There is also pending litigation on the Proposal in the Federal Court.

A N N U A L R E P O R T 2 0 1 2 115


41. SUPPLEMENTARY EXPLANATORY NOTE ON DISCLOSURE OF REALISED AND UNREALISED PROFITS

The breakdown of the retained profi ts of the Group and of the Company as at 31 December 2012 and 31 December 2011 into realised and unrealised profi ts is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group Company 2012 2011 2012 2011

RM'000 RM'000 RM'000 RM'000

Total retained profi ts of the Company and its subsidiaries:Realised 709,744 625,716 256,904 292,852 Unrealised 88,579 102,614 50,851 50,297

798,323 728,330 307,755 343,149 Consolidation adjustment 65,686 70,541 - -

Total retained profi ts as per fi nancial statements 864,009 798,871 307,755 343,149

The determination of realised and unrealised profi ts above is solely for complying with the disclosure requirements as stipulated in the directive of Bursa Malaysia Securities Berhad and should not be applied for any other purposes.


LIST OF PROPERTIESAS AT 31 DECEMBER 2012

Location Description

Year of LastRevaluation/Acquisition

Area(Square Metres)

Tenure/ ExpiryDate

Age ofBuilding(Years)

Net Carrying Amount

(RM’000)

Lot PT 2Jalan Perusahaan 4Batu Caves, Selangor

Land & Building

2009 12,450 Leasehold/5.9.2074

32 17,861

Lot No 26685 (28833 - 28836)Batu Caves, Selangor

Land & Building

2009 7,299 Freehold 18 7,300

Lot No 28829 to 28832Batu Caves, Selangor

Land &Building

2009 16,923 Freehold 17 26,802

Lot 6 Jalan Perusahaan 1Batu Caves, Selangor

Land &Building

2009 8,502 Leasehold/ 5.9.2074

24 12,533


Land &Building

2009 8,417 Leasehold/5.9.2074

36 9,637


Land &Building

2009 9,444 Leasehold/5.9.2074

36 12,453

Lot No 3846, ChembongRembau, Negeri Sembilan

Land forDevelopment

1993 4,249 Leasehold/27.6.2049

- -

Lot 10615, Phase 3Arab-Malaysian Industrial ParkNilai, Negeri Sembilan

Land forDevelopment

2009 12,547 Freehold - 1,760

Lot 10666Arab-Malaysian Industrial ParkNilai, Negeri Sembilan

Land forDevelopment

2009 9,007 Freehold - 1,260


Land forDevelopment

2009 9,007 Freehold - 1,260


Land &Building

2009 11,798 Freehold 8 9,846

Lot 22 & 24, Section 16Town of Shah AlamSelangor

Land &Building

2009 3,902 Leasehold/31.10.2070

39 3,592

Lot 21, Section 15Town of Shah AlamSelangor

Land &Building

2009 1,951 Leasehold/ 31.10.2070

28 1,661

A N N U A L R E P O R T 2 0 1 2 117



Area(Square Metres)

Tenure/ ExpiryDate


Net Carrying Amount

(RM’000)

Lot 19, Jalan SU 4Section 22Shah Alam, Selangor

Land &Building

2009 19,776 Freehold 14 19,785

Lot 135 Jalan Kawat 15/18Tapak Perusahaan Shah AlamTown of Shah AlamSelangor

Land &Building

2009 11,427 Leasehold/ 12.6.2073

36 7,984

Lot 3 Jalan Kawat 15/18Tapak Perusahaan Shah AlamTown of Shah AlamSelangor

Land &Building

2009 12,140 Leasehold/ 16.7.2074

21 11,622

Lot 18 Jalan Pengapit 15/19Shah Alam, Selangor

Land &Building

2009 7,641 Leasehold/ 4.11.2080

21 6,210


Land &Building

2009 18,848 Leasehold/ 5.9.2074

20 26,626


Land &Building

1993 12,840 Leasehold/ 5.9.2074

28 6,160

No 6, Jalan Kilang 1Kawasan Perindustrian Jelapang30100 Ipoh, Perak

Land &Building

1991 5,344 Leasehold/ 15.7.2036

34 574

733 Jalan Tampoi81200 Johor Bahru, Johor

Land &Building

2009 16,586 Freehold 44 11,773

23 Jalan Dewani, Lorong 1Johor Bahru, Johor

Shophouse 2009 180 Freehold 32 477


Land &Building

2009 39,630 Freehold 15 20,868

Lot 16640, Lot 16641Mukim Setul, Daerah SerembanNegeri Sembilan

Land & Building

2009 8,537 Freehold 6 10,459

HS (D) 80122 PT No 5141Mukim DamansaraDaerah Petaling, Selangor

Land &Building

2009 31,142 Freehold 20 23,603

LIST OF PROPERTIES (CONT’D)AS AT 31 DECEMBER 2012




Area(Square Metres)

Tenure/ ExpiryDate


Net Carrying Amount

(RM’000)

17 Dai Lo Doc Lap, VSIPThuan An DistrictBinh Duong Province, Vietnam

Land &Building

2009 22,201 Leasehold/ 11.2.2046

10 9,040

PT 15637 (Lot C)Taman Perindustrian PuchongSection 3, Puchong, Selangor

Land &Building

2003 40,468 Leasehold/ 2.9.2090

11 17,249

HS (D) 187255, PTD 62907 &HS (D) 187256, PTD 62908 &Mukim TebrauDaerah Johor Bahru, Johor

Land & Building

2009 18,483 Freehold 18 12,817

22 Dai Lo Huu NghiVietnam Singapore Industrial ParkThuan An DistrictBinh Duong Province, Vietnam

Land & Building

2009 44,230 Leasehold/ 11.2.2046

9 27,156

Lot 16642Mukim Setul, Daerah SerembanNegeri Sembilan

Land & Building

2009 - Land2012 - Building

4,419 Freehold 1 20,002

Lot 16638Mukim Setul, Daerah SerembanNegeri Sembilan

Land forDevelopment

2012 4,419 Freehold - 1,561

Lot F-11-CNMy Phuoc Industrial Park 2Ben Cat DistrictBinh Duong Province, Vietnam

Land forDevelopment

2008 30,000 Leasehold/ 14.1.2055

- 792

Plot No. 014B/015VSlP Bac NinhPhu Chan CommuneTu Son Town Bac Ninh ProvinceVietnam

Land for Development

2011 25,762 Leasehold/ 30.11.2057

- 5,107

Plot No. 016A, VSlP Bac NinhPhu Chan CommuneTu Son Town Bac Ninh ProvinceVietnam

Land for Development

2012 10,000 Leasehold/ 30.11.2057

- 1,296

LIST OF PROPERTIES (CONT’D)AS AT 31 DECEMBER 2012

A N N U A L R E P O R T 2 0 1 2 119

ANALYSIS OF SHAREHOLDINGSAS AT 30 APRIL 2013

Authorised share capital : RM500,000,000Issued and fully paid-up share capital : RM111,041,946.50Class of shares : Ordinary shares of RM0.25 each Voting rights : One (1) vote per ordinary shareNo. of shareholders : 5,420

SIZE OF SHAREHOLDINGS

Size of shareholdingsNo. of

shareholders% of

shareholdersNo. of

shares held% of issued

shares

Less than 100 shares 54 1.00 1,901 0.00100 to 1,000 shares 497 9.17 378,548 0.091,001 to 10,000 shares 3,320 61.25 16,362,197 3.6810,001 to 100,000 shares 1,247 23.01 39,210,466 8.83100,001 to 22,208,388 shares 300 5.54 210,666,574 47.4322,208,389 shares and above 2 0.04 177,548,100 39.97

Total 5,420 100.00 444,167,786 100.00

SUBSTANTIAL SHAREHOLDERS(According to the Register of Substantial Shareholders)

Name

Direct Indirect TotalNo. of

shares held% of the

issued sharesNo. of

shares held% of the

issued sharesNo. of

shares held% of the

issued shares

1. Maybank Nominees (Tempatan) Sdn Bhd - Kuwait Finance House

(Malaysia) Berhad for Can-One International Sdn Bhd (“CISB”)

146,131,500 32.90 - - 146,131,500 32.90

2. Can-One Berhad (“Can-One”) - - 146,131,500 (1) 32.90 (1) 146,131,500 32.90

3. Eller Axis Sdn Bhd (“EASB”) - - 146,131,500 (2) 32.90 (2) 146,131,500 32.90

4. Yeoh Jin Hoe - - 146,131,500 (3) 32.90 (3) 146,131,500 32.90

5. Employees Provident Fund Board

42,771,700 9.63 - - 42,771,700 9.63

6. Dato’ See Teow Chuan 15,062,023 3.39 12,674,897 (4) 2.85 (4) 27,736,920 6.24

Notes: (1) Deemed interest through wholly-owned subsidiary, CISB.(2) Deemed interest through Can-One, a company in which EASB holds more than 15% voting shares.(3) Deemed interest through EASB, in which he holds more than 15% voting shares.(4) Deemed interest through Kian Joo Holdings Sdn Bhd - In liquidation (“KJHSB”), his spouse and children.


ANALYSIS OF SHAREHOLDINGS (CONT’D)AS AT 30 APRIL 2013

DIRECTORS’ SHAREHOLDINGS(According to the Register of Directors’ Shareholdings)

Name

Direct Indirect TotalNo. of

shares held% of the

issued sharesNo. of

shares held% of the

issued sharesNo. of

shares held% of the

issued shares

1. Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar

323,100 0.07 - - 323,100 0.07

2. Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar

360,000 0.08 503,707 (1) 0.11 863,707 0.19

3. Yeoh Jin Hoe - - 146,131,500 (2) 32.90 146,131,500 32.90

4. Chee Khay Leong - - - - - -

5. Dato’ Anthony See Teow Guan

5,263,292 1.18 7,849,367 (3) 1.77 13,112,659 2.95

6. See Teow Koon 1,496,678 0.34 8,152,809 (4) 1.84 9,649,487 2.18

7. See Tiau Kee 1,992,000 0.45 7,866,117 (4) 1.77 9,858,117 2.22

8. Rick Loh Lap Sang - - 7,000 (5) # 7,000 #

9. Onn Kien Hoe - - - - - -

Notes:

(1) Deemed interest through Syarikat Pesaka Antah Sdn Bhd, in which he holds more than 15% voting shares.(2) Deemed interest through EASB, in which he holds more than 15% voting shares.(3) Deemed interest through KJHSB, his spouse and children.(4) Deemed interest through KJHSB and his spouse.(5) Deemed interest through his spouse.# Negligible.

A N N U A L R E P O R T 2 0 1 2 121


LIST OF THIRTY (30) LARGEST SHAREHOLDERS(According to the Record of Depositors)

No. NameNo. of

shares held% of

issued shares

1. Maybank Nominees (Tempatan) Sdn Bhd- Kuwait Finance House (Malaysia) Berhad for Can-One International

Sdn Bhd (Can-One Intl)

146,131,500 32.90

2. Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident Fund Board

31,416,600 7.07

3. See Teow Chuan 13,184,823 2.97

4. Amanahraya Trustees Berhad- Public SmallCap Fund

8,808,200 1.98

5. Kian Joo Holdings Sdn Bhd - In Liquidation 7,737,117 1.74

6. Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident Fund Board (F Templeton)

7,069,100 1.59

7. Yong Har Chye 5,900,000 1.33

8. HSBC Nominees (Asing) Sdn Bhd- Exempt An for JPMorgan Chase Bank, National Association (Norges BK)

5,233,400 1.18

9. Alliancegroup Nominees (Tempatan) Sdn Bhd- Pledged Securities Account for Teh Win Kee (8016787)

5,213,400 1.17

10. Citigroup Nominees (Asing) Sdn Bhd- CBNY for Dimensional Emerging Markets Value Fund

4,494,680 1.01

11. See Sew Chew @ See Siew Choo 3,518,373 0.79

12. See Teow Guan 3,400,292 0.77

13. Citigroup Nominees (Tempatan) Sdn Bhd- Kumpulan Wang Persaraan (Diperbadankan) (Kenanga)

3,252,300 0.73

14. HLIB Nominees (Tempatan) Sdn Bhd- Pledged Securities Account for Exosoft Sdn Bhd (MG0171-199)

3,070,000 0.69

15. See Chin Lam 3,022,900 0.68



LIST OF THIRTY (30) LARGEST SHAREHOLDERS (CONT’D)(According to the Record of Depositors)

No. NameNo. of

shares held% of

issued shares

16. Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident Fund Board (PHEIM)

2,786,000 0.63

17. HSBC Nominees (Asing) Sdn Bhd- Exempt An for Credit Suisse (SG BR-TST-Asing)

2,710,000 0.61

18. Tan Kim Seng 2,690,600 0.61

19. HSBC Nominees (Tempatan) Sdn Bhd- HSBC (M) Trustee Bhd for OSK-UOB Equity Trust (3175)

2,340,000 0.53

20. See Teow Chuan 1,927,200 0.43

21. HSBC Nominees (Tempatan) Sdn Bhd- HSBC (M) Trustee Bhd for AMB Value Trust Fund (4249)

1,888,000 0.43

22. See Teow Guan 1,863,000 0.42

23. Maybank Nominees (Tempatan) Sdn Bhd- Maybank Trustees Berhad for CIMB-Principal Small Cap Fund (240218)

1,832,400 0.41

24. Citigroup Nominees (Asing) Sdn Bhd- CIPLC for PHEIM SICAV-SIF

1,810,000 0.41

25. Maybank Nominees (Tempatan) Sdn Bhd- Jincan Sdn Bhd

1,800,000 0.41

26. HSBC Nominees (Asing) Sdn Bhd- Exempt An for JPMorgan Chase Bank, National Association (U.S.A.)

1,796,800 0.40

27. Raja Ashman Shah Bin Raja Azlan Shah 1,795,516 0.40

28. Migan Sdn Bhd 1,774,400 0.40

29. Cartaban Nominees (Asing) Sdn Bhd- SSBT Fund SD4N for Government of The Province of Alberta

1,766,800 0.40

30. Citigroup Nominees (Asing) Sdn Bhd- CBNY for DFA Emerging Markets Small Cap Series

1,664,480 0.37

Total 281,897,881 63.46

A N N U A L R E P O R T 2 0 1 2 123

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifty-Fifth Annual General Meeting (“AGM”) of Kian Joo Can Factory Berhad will be held at Ballroom II and III, Tropicana Golf & Country Resort Club, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 18 June 2013 at 10.00 a.m. for the following purposes:

AGENDA

AS ORDINARY BUSINESS

1. To receive and adopt the audited Financial Statements of the Group and of the Company for the fi nancial year ended 31 December 2012 and the Reports of the Directors and Auditors thereon. Resolution 1

2. To declare the following dividends in respect of the fi nancial year ended 31 December 2012:

(i) a fi nal tax exempt (single tier) dividend of 10% (2.50 sen per share) Resolution 2(ii) a special tax exempt (single tier) dividend of 15% (3.75 sen per share) Resolution 3

3. To approve the payment of Directors’ Fees amounting to RM587,167 in respect of fi nancial year ended 31 December 2012. Resolution 4

4. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fi x their remuneration. Resolution 5

AS SPECIAL BUSINESS

5. To consider and, if thought fi t, to pass the following as an Ordinary Resolution:

Retaining designation of Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar as Independent Non-Executive Director in accordance with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012 Resolution 6

“THAT Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar who has served on the Board as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, be and is hereby retained as Independent Non-Executive Director of the Company.”

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar and Rick Loh Lap Sang who have served on the Board as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years each, will retire in accordance with Article 104 of the Company’s Articles of Association and will not seek re-election in line with the Recommendations in the Malaysian Code on Corporate Governance (“MCCG”) 2012. Hence, they will retain offi ce until the close of the Fifty-Fifth AGM of the Company.

Independent Non-Executive Director, Onn Kien Hoe who will retire in accordance with Article 104 of the Company’s Articles of Association, has indicated that he does not wish to seek re-election. Hence, he will retain offi ce until the close of the Fifty-Fifth AGM of the Company.

6. To consider and, if thought fi t, to pass the following resolution as a Special Resolution:

Proposed amendments to the Articles of Association of the Company

“THAT the proposed amendments to the Articles of Association of the Company as set out in Appendix II of the Circular to Shareholders dated 23 May 2013 of the Company be and are hereby approved AND THAT the Proposed Amended Articles as set out therein be and are hereby adopted.”

Resolution 7


NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

7. To consider and, if thought fi t, to pass the following resolution as an Ordinary Resolution:

Proposed authority for the Company to purchase its own shares

“THAT contingent upon the passing of the Special Resolution for the Proposed amendments to the Articles of Association of the Company and subject to compliance with the Companies Act, 1965, the Companies Regulations 1966, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), provisions of the Company’s Memorandum and Articles of Association and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised to purchase such number of ordinary shares of RM0.25 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fi t and expedient in the interest of the Company, provided that:

(i) the aggregate number of shares to be purchased pursuant to this resolution shall not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company as at the date of the share buy-back;

(ii) an aggregate amount of the funds not exceeding the retained profi ts and share premium reserve of the Company as at the date of the share buy-back, be utilised by the Company for the purchase of its own shares; and

(iii) the shares of the Company to be purchased may be cancelled, retained as treasury shares, distributed as dividends or resold on Bursa Securities, or a combination of any of the above, at the absolute discretion of the Directors;

AND THAT the authority conferred by this resolution will commence immediately upon the passing of this resolution and will continue to be in force until:

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

(b) the expiration of the period within which the next AGM of the Company is required by law to be held; or

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

whichever occurs fi rst but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the Main Market Listing Requirements of Bursa Securities or any other relevant authorities;

AND FURTHER THAT the Directors of the Company be and are hereby authorised to do all such acts and things and to take all such steps as they deem fi t, necessary, expedient and/or appropriate in order to complete and give full effect to the purchase by the Company of its own shares with full powers to assent to any condition, modifi cation, variation and/or amendment as may be required or imposed by the relevant authorities.”

Resolution 8

A N N U A L R E P O R T 2 0 1 2 125



Proposed renewal of existing mandate for the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature

“THAT subject always to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Company and its subsidiaries to enter into the recurrent related party transactions of a revenue or trading nature as set out in Section 2.4(a) of Part B of the Company’s Circular to Shareholders dated 23 May 2013 provided that:-

(i) such transactions are necessary for the day-to-day operations of the Company and/or its subsidiaries and are carried out in the ordinary course of business on normal commercial terms and on terms not more favourable to the parties with which such recurrent transactions are to be entered into than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and

(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the fi nancial year;

AND THAT the mandate conferred by this resolution shall continue to be in force until:

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“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 resolution passed by the shareholders of the Company in a general meeting;

whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution.”

Resolution 9


Proposed new mandate for the Company and its subsidiaries to enter into additional recurrent related party transactions of a revenue or trading nature

“THAT subject always to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Company and its subsidiaries to enter into additional recurrent related party transactions of a revenue or trading nature as specifi ed in Section 2.4(b) of Part B of the Company’s Circular to Shareholders dated 23 May 2013 provided that:

(i) such transactions are necessary for the day-to-day operations of the Company and/or its subsidiaries and are carried out in the ordinary course of business on normal commercial terms and on terms not more favourable to the parties with which such recurrent transactions are to be entered into than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and

(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the fi nancial year;

Resolution 10

y ;


AND THAT the mandate conferred by this resolution shall continue to be in force until:

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“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 resolution passed by the shareholders of the Company in a general meeting;

whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution.”

10. To transact any other business of which due notice shall have been given in accordance with the Company’s Articles of Association and/or the Companies Act, 1965.

NOTICE OF DIVIDEND PAYMENT AND ENTITLEMENT DATE

NOTICE IS ALSO HEREBY GIVEN THAT the fi nal tax exempt (single tier) dividend of 10% (2.50 sen per share) and special tax exempt (single tier) dividend of 15% (3.75 sen per share) in respect of the fi nancial year ended 31 December 2012 (“Dividends”), if approved by the shareholders at the Fifty-Fifth Annual General Meeting of the Company, will be paid to shareholders on 10 July 2013. The entitlement date for the Dividends shall be 24 June 2013.

Shareholders will only be entitled to the Dividends in respect of:

(a) shares transferred into their Securities Account before 4.00 p.m. on 24 June 2013, for transfers; and

(b) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By Order of the Board

Tan Bee Keng (MAICSA 0856474)Chia Kwok Why (MAICSA 7005833)Company Secretaries

Batu Caves, Selangor Darul Ehsan23 May 2013


A N N U A L R E P O R T 2 0 1 2 127

NOTES:

(A) GENERAL MEETING RECORD OF DEPOSITORS

Only members whose name appears in the General Meeting Record of Depositors as at 11 June 2013 shall be entitled to attend this Meeting or appoint proxy to attend and vote in his stead.

(B) PROXY

(i) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and (b) of the Companies, 1965 shall not apply to the Company.

(ii) Where a member is an authorised nominee, as defi ned under the Securities Industry (Central Depositories) Act 1991, it may appoint one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company.

(iii) Where a member is an exempt authorised nominee (“EAN”) as defi ned under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple benefi cial owners in one (1) securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds.

(iv) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, in the case of a corporation, under its common seal or the hands of its attorney. Any alteration to the instrument appointing a proxy must be initialled.

(v) To be valid, the completed proxy form must be deposited at the offi ce of the Company’s Share Registrar, Boardroom Corporate Services (KL) Sdn Bhd at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than forty-eight (48) hours before the time appointed for the holding of the Meeting or any adjournment thereof.

(C) EXPLANATORY NOTES ON SPECIAL BUSINESS

Resolution 6 - Retaining designation of Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar as Independent Non-Executive Director in accordance with Recommendation 3.3 of the MCCG 2012

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar, has served the Board as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years. The Board recommends retaining Y.A.M. Tunku Naquiyuddin as Independent Non-Executive Director for the following reasons:

(i) he fulfi ls the criteria stated under the defi nition of “Independent Director” as defi ned in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and he is able to provide proper check and balance thus bringing an element of objectivity to the Board of Directors;

(ii) he actively participated in Board’s and Board Committees’ deliberations and decision making in an objective and independent manner; and

(iii) he has devoted suffi cient time and attention to his professional obligations for informed and balanced decision making.

Resolution 7 - Proposed amendments to the Articles of Association of the Company

The Special Resolution proposed, if passed, will ensure the following:

(a) inclusion of a provision in the Articles of Association (“AA”) to allow the Company to purchase its own shares;

(b) streamlining of the AA with the previous and recent amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad;

(c) improvement of selected provisions in the AA for better clarity and ease of administration including through electronic channels; and

(d) deletion of certain provisions in the AA which are no longer relevant

(“Proposed Amendments”).

For further information, please refer to Part A of the Circular to Shareholders dated 23 May 2013 which is despatched together with the Company’s Annual Report 2012.

The Proposed Amendments shall take effect if the proposed Special Resolution has been passed by a majority of not less than three-fourths (3/4) of such members as being entitled to vote in person or, where proxies are allowed, by proxy at the Fifty-Fifth Annual General Meeting (“AGM”).



Resolution 8 - Proposed authority for the Company to purchase its own shares

The Ordinary Resolution proposed, if passed, will give authority to the Company to purchase through Bursa Malaysia Securities Berhad such number of ordinary shares in the Company up to an aggregate amount not exceeding ten per centum (10%) of the total issued and paid-up share capital of the Company. The authority from the shareholders will be effective immediately upon passing of the Ordinary Resolution and shall continue to be in force until:

(i) the conclusion of the next AGM; or

(ii) the expiration of the period within which the next AGM of the Company is required by law to be held; or

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

whichever occurs fi rst.

For further information, please refer to Part A of the Circular to Shareholders dated 23 May 2013 which is despatched together with the Company’s Annual Report 2012.

Resolutions 9 and 10 - Proposed renewal of existing mandate and new mandate for recurrent related party transactions (“RRPTs”)

The Ordinary Resolution 9 proposed, if passed, will renew the mandate for the Company and its subsidiary companies to enter into the RRPTs with Kian Joo-Visypak Sdn Bhd and Box-Pak (Malaysia) Bhd. and/or its subsidiary companies, as set out in Section 2.4(a) of Part B of the Circular to Shareholders dated 23 May 2013; and

The Ordinary Resolution 10 proposed, if passed, will give mandate to the Company and its subsidiary companies to enter into additional RRPTs with Can-One Berhad and/or its subsidiary companies, as set out in Section 2.4(b) of Part B of the Circular to Shareholders dated 23 May 2013

(collectively, “Mandate”).

The Mandate from shareholders is on an annual basis and subject to renewal at the next AGM.

For further information, please refer to Part B of the Circular to Shareholders dated 23 May 2013 which is despatched together with the Company’s Annual Report 2012.


A N N U A L R E P O R T 2 0 1 2 129

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PROXY FORMI/We NRIC/Company No. (full name of shareholder in capital letters)

of (Address)

being a member of KIAN JOO CAN FACTORY BERHAD hereby appoint:

(i) NRIC/Company No. (full name of shareholder in capital letters)

of and /or(Address)

(ii) NRIC/Company No. (full name of shareholder in capital letters)

of (Address)

or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy to vote on my/our behalf at the Fifty-Fifty Annual General Meeting of the Company to be held at Ballroom II & III, Tropicana Golf & Country Resort Club, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Tuesday, 18 June 2013 at 10.00 a.m. and at any adjournment thereof.

Votes to be casted by proxy shall be set out as below (marked with “x”):

RESOLUTION ORDINARY BUSINESS FOR AGAINST1 To receive the audited Financial Statements of the Group and of the Company for the

fi nancial year ended 31 December 2012 and the Report of the Directors and Auditors thereon

2 To declare a fi nal tax exempt (single tier) dividend of 10% (2.50 sen per share) for the fi nancial year ended 31 December 2012

3 To declare a special tax exempt (single tier) dividend of 15% (3.75 sen per share) for the fi nancial year ended 31 December 2012

4 To approve the payment of Directors’ Fees amounting to RM587,167 in respect of fi nancial year ended 31 December 2012

5 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fi x their remunerationSPECIAL BUSINESS

6 To retain designation of Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar as Independent Non-Executive Director in accordance with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012

7 Proposed amendments to the Articles of Association of the Company8 Proposed authority for the Company to purchase its own shares9 Proposed renewal of existing mandate for the Company and its subsidiaries to enter into

recurrent related party transactions of a revenue or trading nature10 Proposed new mandate for the Company and its subsidiaries to enter into additional

recurrent related party transactions of a revenue or trading nature

Signature/Seal of Shareholder Date

Notes:

(i) Only members whose name appears in the General Meeting Record of Depositors as at 11 June 2013 shall be entitled to attend this Meeting or appoint proxy to attend and vote in his stead.

(ii) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and (b) of the Companies, 1965 shall not apply to the Company.

(iii) Where a member is an authorised nominee, as defi ned under the Securities Industry (Central Depositories) Act 1991, it may appoint one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company.

(iv) Where a member is an exempt authorised nominee (“EAN”) as defi ned under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple benefi cial owners in one (1) securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds.

(v) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, in the case of a corporation, under its common seal or the hands of its attorney. Any alteration to the instrument appointing a proxy must be initialled.

(vi) To be valid, the completed proxy form must be deposited at the offi ce of the Company’s Share Registrar, Boardroom Corporate Services (KL) Sdn Bhd at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than forty-eight (48) hours before the time appointed for the holding of the Meeting or any adjournment thereof.

Number of Shares Held

CDS Account No.

Affi xstamphere

The Share Registrar

Boardroom Corporate Services (KL) Sdn. Bhd. (3775-X)

Lot 6.05, Level 6, KPMG Tower8 First Avenue, Bandar Utama

47800 Petaling JayaSelangor Darul Ehsan

Malaysia

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KIAN JOO CAN FACTORY BERHAD (3186-P)

Lot No.10, Ja lan Perusahaan Satu68100 Batu CavesSe langor Daru l Ehsan, Malays ia

Tel +603 6189 6322

Fax +603 6189 8185

www.KJCF.net

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