GDEX Annual Report 2009 - 2nd Part

Directors Profile cont’d
Kong Hwai Ming Nolee Ashilin binti Mohammed Radzi

Non-Independent Non-Executive Director Independent Non-Executive Director
Singaporean aged 49 Malaysian aged 34
He was appointed to the board on 8 February 2005. He has a Diploma She was appointed to the board on 30 December 2004. She has a
in Mechanical Engineering and Advance Diploma in Industrial BS (Hons) Degree in Accounting and Finance from Manchester
Management from Singapore Polytechnic. Mr Kong started his career Metropolitan University, United Kingdom, and a Masters in Business
as a technician with Esso Refinery in 1981. He joined Petrochemical Administration from Edith Cowan University, Australia. She started
Corporation of Singapore as Operations Executive from 1989 to 1991. her career as an Accounts Officer with Le Proton LIMA Exhibitions
He then started his own trading company CKG Chemicals Pte Ltd Sdn Bhd, Kuala Lumpur in 1997 and later joined Le Proton Exhibitions
specialising in petroleum chemical products in 1991. He is currently Sdn Bhd, Ipoh as Finance Executive in 2000. She moved on to work for
the Executive Director of the company which has a turnover of US$100 Pricewaterhouse Coopers as Associate Auditor in 2002. In 2003, she
million per annum. He has more than 20 years experience in trading of became an Associate Consultant for Atarek Kamil and Co. and in 2004,
petroleum and petrochemical products worldwide. she joined the Ministry of Youth and Sports as a Research Officer
in the Minister’s Office. She is an Associate Member of Certified
Practicing Accountant (“CPA”) Australia. She is currently serving as
a State Assemblyman in Perak for the Tualang Sekah constituency.
Liew Heng Heng
Independent Non-Executive Director
Malaysian aged 52
She was appointed to the board on 8 February 2005. She graduated

from Systematic Institute Kuala Lumpur and holds a CIMA Certificate.
She started her career as an Accounts Assistant with the New Straits
Times Berhad in 1981. She then moved on to work with several other
companies holding positions of Accounts Supervisor, Audit Assistant
and Assistant Accountant. She completed her CIMA Certification in
1993 and joined Niramas Sdn Bhd as Accountant. From 1997 to 2002,
she joined Southim (M) Sdn Bhd as Accountant before moving to
Bison Stores Sdn Bhd as Senior Finance and Administration Manager
where she is currently based.
All Directors do not have any family relationship with any director and/or major shareholders of GD Express Carrier Berhad nor any conflict of interest in any
business arrangement involving GD Express Carrier Berhad and have no convictions for any offences other than traffic offences if any, within the past 10 years.
All the directors above hold no other Directorship in public companies in Malaysia.
GD Express Carrier Berhad Annual Report 2009

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Strengthening Corporate Culture
The key to building a world class service-oriented organisation lies in the development of a strong
corporate culture. We place great emphasis on teamwork, unity and understanding, as can be
seen in our carefully-planned network conference and team-building workshops, as well as in our
annual blood donation exercise. These are the ingredients that unite and help bind the diverse
backgrounds of our employees to make them into the One GDEX team, capable of taking on the
best in the world.
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23
Senior
Management
Standing from left to right
Poh Aik Szooi • Tiang Chen Chen • Lisa Chan •

Sundelasagran a/l Suppiah • Hazlin Abu Hasan •
Cheng Kee Leong • Wong Eng Su • Kwok Nguk Mooi •
Stella J. Khan • Tung Sook Wah • Marmizahsalwa Ahmad Tarmizi
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Senior Management Profile
Cheng Kee Leong Wong Eng Su

Head of Transport Division, aged 54 Head of Customer Support HQ, aged 38
He obtained a Diploma in Automobile Engineering from Sagawa He graduated with a Bachelor of Business (Human Resource
Automobile Institute, Japan in 1985. He has attended various Management/Economics) from the University of Charles Stuart,
management and professional courses both locally and overseas. Australia. Upon graduation, he joined A’Famosa Resort Hotel as
He started his career as Technical Adviser in United Sagawa Sales Coordinator and Executive. He joined GD Express Sdn Bhd in
Sdn Bhd for two years from 1986 and 1987. He then moved on 2000 as Sales Executive and subsequently as Internal Control Audit
to various management positions in courier service industries, and Coordination Executive before assuming his present position.
including senior manager, transport and operations for Nationwide He is responsible for the full compliance of sales and credit policies
Express Sdn Bhd and MBJ Co-loaders. He joined GD Express Sdn and standards for the entire network.
Bhd in February 2002 and his responsibilities cover the set-up,
planning and implementation of proper control measures in vehicle
operations.
Lisa Chan
Head of Corporate Support HQ, aged 51
Tiang Chen Chen She holds a Diploma in Private Secretaryship from the Bedford
Head of Network Development Unit, aged 39 Secretarial College. She started her career as an Administrative
Officer with the Town Planning Unit of the District Council of Johore
She started her career as Accounts Assistant with See Hoy Chan in 1979 and moved on to work with several other companies as
Sdn Bhd in 1993 and moved on to Ching and Associates as Senior Sales Secretary and Administrative Secretary. In 1990, she joined
Audit Executive in 1995. She later joined OSK Securities Bhd as Nationwide Express as Confidential Secretary to the Chief General
Institutional Trader in 1998 before joining GD Express Sdn Bhd in Manager. From 1991 to 1995, she joined Federal Express Malaysia as
2000 as a management trainee. Over a four-year period, she held Executive Assistant to the Managing Director and later as Regional
various positions in the company before being promoted to the Executive Assistant to the Vice President of Federal Express
Head of Network Development where she is responsible for the Corporation in Singapore. She joined GD Express Sdn Bhd in 1997
implementation of plans for network expansion and development as Executive Assistant to the Managing Director before assuming
and also supervising compliance with network policies and her present position. She oversees the corporate secretarial work
standards. relating to regulatory and statutory matters, and board of directors.
She also handles public relations and administrative duties of the
Group.

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Profile of Senior Management cont’d
Kwok Nguk Mooi Marmizahsalwa Ahmad Tarmizi

Head of Quality Assurance, aged 35 Head of Domestic, Public Relations and
Communications, aged 28
She has an International Higher Diploma in Computer Studies
from Informatics College. She started her career as EDP Officer She graduated with a Vice-Chancellor Award in Bachelor of
with Swiss-Garden Resort Damai Laut in 1997. She later joined Business Administration (International Business) First Class, from
GD Express Sdn Bhd in 2001 as Senior Finance Executive. Over a University Technology MARA. She is a GD Express scholar. Upon
five-year period, she held the positions of Assistant Manager and her graduation in 2005, she joined GD Express Sdn Bhd as an
later as Manager in the Billing Department before assuming her Executive of Corporate Planning & Development. Over a one-year
present position. She is responsible for the full compliance of the period, she held the position of Customer Service Manager before
company’s policies & procedures. assuming her present position in August 2008. She is responsible
for promoting and maintaining good industrial and public relations
as well as ensuring effective communication between management
Sundelasagran a/l Suppiah and staff.
Head of Transshipment Hub Division, aged 49
He has a Diploma in Business Management from Tafe College. Stella J. Khan

He started his career as Quality Controller with JG Containers in Head of Brand Development & Marketing and
1977. In 1984, he joined Furukawa Electric Cable also as Quality Head of Business Development, aged 36
Controller. He then moved to Nationwide Express Courier Services
in 1986 as Operations Executive. He later joined GD Express Sdn She holds a Diploma in Private Secretaryship (PSC) from Stamford
Bhd in 2002 where he is responsible for the full transhipment Ladies College and Diploma in Executive Secretaryship (DES) from
activities of documents and parcels. Stamford College. She started her secretarial career in the hotel
industry and later joined a few corporate companies. She later
moved to GD Express Sdn Bhd in 2001 as a Senior Officer in the
Tung Sook Wah Sales Support Department. Before assuming her present position,
Chief Financial Officer, aged 43
she was the Head of Sales Support Department. She is responsible
for the implementation of the company’s strategy in relation to
She is a fellow member of Chartered Association of Certified
Accountants UK and is also a member of Malaysia Institute market positioning and brand enhancement.
of Accountants (MIA), Malaysia. She has a total of 17 years
of working experience in accounting, auditing, taxation and Poh Aik Szooi
management consultancy. She started her career as External Head of Logistics Division, aged 33
Auditor with Messrs KPMG Peat Marwick in 1992 and moved on
to the commercial sector two years later. Prior to joining GDEX, He graduated with a Bachelor of Hospitality Management from
she was a director in JPK Holdings Berhad. She relinquished this the University of Glasgow Caledonian, UK. Upon his graduation, he
position in November 2008. She joined GD Express Sdn Bhd as Head joined DOME Café as Café Supervisor. In 2002, he joined GD Express
of Finance in May 2006, taking charge of the overall accounting and Sdn Bhd as Personal Assistant to the Head of Courier Division. He
financial management of the Group.
was later assigned to head the Customer Service Department
before moving on to be the Deputy Head of Courier Division. He was
Hazlin Abu Hasan entrusted to set-up the Customer Care Centre before assuming his
Head of Courier Division, aged 36 present role. He is responsible for the effective implementation of
one-stop logistics solutions and bulk storage services.
He started his career as transport contractor for National
Panasonic, Likom and Ranger Communication in 1992. He later
joined GD Express Sdn Bhd in 2000 as van driver. Over a seven-year
period, he held the positions of Supervisor, Head of Operations at
Headquarters, Regional Manager for both the Central Region and
Sarawak Region before assuming his present position in July 2007.
Encik Hazlin is responsible for the effective, efficient and smooth
running of the ground operations and stations of the GD Express
network.
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Corporate
Information
Company Secretaries Advocates & Solicitors
Wong Wei Fong (MAICSA 7006751) Lee & May
Lim Lee Kuan (MAICSA 7017753) Advocates & Solicitors
B-12-7, Unit 7, 12th Floor, Block B
Megan Avenue II, Jalan Yap Kwan Seng
Registered Office 50450 Kuala Lumpur
Level 18, The Gardens North Tower Tel : 03 2163 3816
Mid Valley City, Lingkaran Syed Putra Fax : 03 2161 1816
59200 Kuala Lumpur
Tel : 03 2264 8888
Principal Banker
Fax : 03 2282 2733
Malayan Banking Berhad (3813-K)
11, Jalan 51A/222
Corporate Head Office 46100 Petaling Jaya
19, Jalan Tandang Tel : 03 7958 4103
46050 Petaling Jaya Fax : 03 7956 2860
Selangor Darul Ehsan
Tel : 03 7787 2222
Sponsor
Fax : 03 7787 6686
OSK Investment Bank Berhad (14152-V)
19th Floor, Plaza OSK
Share Registrar Jalan Ampang, 50450 Kuala Lumpur
Tricor Investor Services Sdn Bhd Tel : 03 2333 8333
Level 17, The Gardens North Tower Fax : 03 2175 3217
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Stock Exchange Listing
Tel : 03 2264 3883
Fax : 03 2282 1886 ACE Market of Bursa Malaysia
Securities Berhad
Auditors
Investors’ Information
Deloitte KassimChan (AF0080)
Chartered Accountants Stock Name : GDEX
Level 19, Uptown 1, 1 Jalan SS21/58 Stock Code : 0078
Damansara Uptown, 47400 Petaling Jaya
Tel : 03 7723 6500
Fax : 03 7726 3986

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Statement on Corporate Governance
The Importance of Corporate Governance
The Board of Directors (“the Board”) of GD Express Carrier Berhad (“GDEX” or “the Company”) is committed to the principles and the best
practices of corporate governance as set out in the Malaysian Code on Corporate Governance (“the Code”), in order to meet the premium
standard of corporate governance as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and
financial performance of the Group.
The Company continues to apply the key principles of the Malaysian Code on Corporate Governance with an objective to maintain the promulgated
standards of transparency, accountability and integrity.
The Board is pleased to outline the key principles and best practices of corporate governance adopted by the Board.
1. Board of Directors
1.1 Role and Responsibilities

The Board is the ultimate executive level of GDEX Group (“the Group”). It resolves key business matters and corporate policies,
except for those reserved for shareholders as provided in the Articles of Association in accordance with the Companies Act, 1965
and other relevant regulations.

The Board is primarily responsible for setting strategic business directions, overseeing the Group’s business conduct and affairs,
developing shareholders and investors relations, risk management, reviewing the system of internal control and managing succession
planning.
The Board takes full responsibility for the performance of GDEX Group. The Board has a schedule of matters reserved specifically
for its decision and these includes approval of annual budget and operating plan, capital expenditure, major acquisition and
divestment, investments and fundamental corporate policies; in particular on corporate governance, financial matters and major
compliance matters. The Board reviews past business results and initiates necessary corrective actions. The Board also approves
all appointments of directors to the Board and key executive appointments; and monitors and reviews executive succession
planning.
The Board has delegated specific responsibilities to 2 sub-committees namely the Audit Committee and the Combined Nomination
and Remuneration Committee, which were established with specific terms of reference. These Committees have the authority to
examine pertinent matters within their terms of reference and is responsible for reporting to the Board on issues together with
their recommendations. The ultimate responsibility for final decision on all matters, however, lies with the entire Board.
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Statement on Corporate Governance cont’d
1.2 Board Composition and Independence

The Board consists of seven (7) members, comprising of :
• One Independent Non- Executive Chairman

• One Executive Director and Executive Deputy Chairman
• One Executive Director and Chief Executive Officer
• Two Non-Independent Non-Executive Directors
• Two Independent Non-Executive Directors

The Board composition complies with Rule 15.02 of Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Listing Requirements
for ACE Market which requires that at least two directors or 1/3rd of the board of directors, whichever is the higher, are Independent
Directors. All the Independent Directors are independent of management and are free from any relationship that could materially
interfere with their judgement and decision.
1.3 Board Balance and Effectiveness

An effective and experienced Board comprising members with a wide range of skills, knowledge and experience necessary to
govern GDEX Group. This includes international and regional operational experience, understanding of economics of the sector
in which GDEX operates and knowledge of world capital markets.
A brief profile of each of the Directors is presented on pages 19 to 21 of the Annual Report.
The key functions of the Chairman, apart from conducting meetings of the Board and shareholders, include facilitating the setting
of business directions and strategies of GDEX Group, ensuring all Directors are properly briefed during Board discussions and
shareholders are adequately informed of subject matters where their approvals are required.
The Executive Deputy Chairman and Chief Executive Officer in particular is responsible for implementing the policies and decisions
of the Board, overseeing the operations as well as coordinating the development and implementation of business and corporate
strategies. The Executive Directors contribute significantly in corporate policies and strategies, performance monitoring, allocation
of resources as well as improving corporate governance and internal controls, using their intimate knowledge and understanding
of the business and industry.
Balance in the Board is achieved and maintained where the composition of the members of the Board are professionals and
entrepreneurs, with the mix of industrial knowledge and broad business and commercial experience. Such balance enables the
Board to provide effective leadership in all aspects, as well as maintaining the premium standards of governance and integrity in
making decision relating to strategy, performance, internal control, investors’ relation and human resource management.
1.4 Board Meetings
During the financial year ended 30 June 2009, the Board of Directors met five (5) times, which are as follows:-
• 19 August 2008
• 23 October 2008
• 17 November 2008
• 10 February 2009
• 21 May 2009

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The attendance of the Directors at Board meetings are shown in the table below:-

Directors Board Meeting Attended %
(i) Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid 5/5 100
(ii) Teong Teck Lean 5/5 100
(iii) Leong Chee Tong 5/5 100
(iv) Lau Wing Tat 5/5 100
(v) Kong Hwai Ming 4/5 80
(vi) YB Nolee Ashilin Binti Mohammed Radzi 3/5 60
(vii) Liew Heng Heng 4/5 80
All meetings were held at the Conference Room of the Company at No. 19, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul
Ehsan, Malaysia.
The Board is scheduled to meet at least four times a year, at quarterly intervals, with additional meetings convened as necessary.
The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting the agenda of Board
meetings.

1.5 Appointments to the Board

The Board through the Combined Nomination and Remuneration Committee believes that the current composition of the Board
brings the required mix of skills and core competencies required for the Board to discharge its duties effectively. However, the
Board, shall, with the assistance of the Combined Nomination and Remuneration Committee, look into the required mix of skills of
the Board from time to time in order to identify candidate with the qualifications and experience who will further complement the
current Board and assist in managing or steering GDEX Group effectively. The Board continuously reviews its size and composition,
with particular consideration on its impact on the effective functioning of the Board.
The Board appoints its members through a formal and transparent selection process. This process has been reviewed, approved
and adopted by the Board. The decision on appointment is the responsibility of the full Board after considering the recommendation
of the Nomination and Remuneration Committee.
The Company Secretary is responsible for ensuring that all appointments are properly made, and that all legal and regulatory
obligations are met.
1.6 Re-election of Directors

In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors or if the number is not three
(3) or a multiple of three (3) then the nearest one-third (1/3) shall retire from office at each Annual General Meeting. All Directors
shall retire from office once at least every three (3) years but shall be eligible for re-election. Directors who are appointed by the
Board during the financial year are subject to re-election by the shareholders at the next Annual General Meeting following their
appointments. This provides an opportunity for shareholders to review and approve their tenure in office.
To assist shareholders in their decision, sufficient information such as personal profile, attendance at meetings and their shareholdings
in the Company for each Directors standing for election are furnished in the Annual Report.
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1.7 Board Committees

The Board has established the following Committees, which operate within defined terms of reference to assist the Board in the
execution of specific responsibilities:
1.7.1 Audit Committee

The Audit Committee reviews issues of accounting policy, financial reporting of the GDEX Group, monitors the work and
effectiveness of the internal audit function and ensures an objective and professional relationship is maintained with the
external auditors. The Committee has full access to auditors, both internal and external, who, in turn, have access at all
times to the Chairman of the Committee.
The composition, duties and the details of meetings of the Audit Committee are set out in the Audit Committee Report on
pages 40 to 45 of the Annual Report.
1.7.2 Combined Nomination and Remuneration Committee

The Committee shall be appointed by the Board from amongst the Directors of the Company and shall comprise exclusively
of non-executive Directors, majority of whom are independent.
The Committee shall consist of at least three members.
The Combined Nomination and Remuneration Committee were formed on 10 May 2005 to carry out the following functions:
• To regularly review the Board structure, size and composition and make recommendations to the Board with regard
to any adjustments that are deemed necessary.
• To review and recommend new nominees for appointment to the Board of Directors when deem necessary.
• To assess the performance of Directors on an on-going basis, the effectiveness of the Board as a whole, the Committees
of the Board and the contribution of each individual Director.
• To recommend to the Board, Directors to fill the seats on Board Committees.
• To review annually the Board’s mix of skills and experience and other qualities including core competencies which
non-executive Directors should bring to the Board.
• To recommend to the Board for continuation (or not) in service of Executive Director(s) and Directors who are due
for retirement by rotation.
• To orientate and educate new Directors on the nature of business, the corporate strategy, current issues within
the Group, the expectations of the Group concerning input from the Directors and the general responsibilities of
Directors.
• To recommend to the Board the framework of Executive Directors’ remuneration package.
• To recommend to the Board any performance related pay schemes for Executive Directors.
• To review Executive Directors’ scope of service contracts.
• To consider the appointment of the advisers or consultants as it deems necessary to fulfill its functions
• To act in line with the directions of the Board.

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Members of the Combined Nomination and Remuneration Committee, comprising exclusively of Non-Executive Directors
whom a majority of them are independent, are as follows:
Name Designation
Chairman: Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid Independent Non-Executive Chairman
Vice Chairman: Kong Hwai Ming Non-Independent Non-Executive Director
Members: Liew Heng Heng Independent Non-Executive Director
Lau Wing Tat Non-Independent Non-Executive Director
YB Nolee Ashilin Binti Mohammed Radzi Independent Non-Executive Director
1.8 Supply of Information

The Chairman ensures that all Directors have unrestricted access to timely and accurate information in the furtherance of their
duties. Board papers are distributed in advance to enable Directors to have sufficient time to review the Board papers and to
obtain further explanation or clarification to facilitate the decision-making process and the meaningful discharge of their duties.
All proceedings of Board meetings are minuted and signed by the Chairman of the meeting.
Every Director has unhindered access to the advice and services of the Secretary who is responsible for ensuring Board meeting
procedures are followed and that applicable rules and regulations are complied with, and if so required, may seek independent
advice, at the Company’s expense, in furtherance of his duties.
1.9 Directors’ Training

All the Directors of the Company have attended the Mandatory Accreditation Programme conducted by BURSATRA Sdn Bhd within
the stipulated timeframe required in the Listing Requirements.
The Directors possess the commitment to quality, and to create value by being relevant at all times, consistent with evolving
changes and challenges in the business environment. The Directors, in this connection, have participated in and benefited from
numerous conferences, seminars and training programmes on areas pertinent to the enhancement of their roles and responsibilities
as Directors of a public listed company.
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Conferences, seminars and training programmes attended by Directors during the financial year under review are as follows :
• Leading Teams In Action

• Red Flags And Landmines in Financial Accounts
• Corporate Governance Guide – Towards Boardroom Excellence
• Communication In The Information Age
• New Framework For Listings And Fund Raising
• Non-Executive Director Development Series : Is It Worth The Risk?
• Governance Expectations Of International Fund Managers
• Company Secretary’s Role Towards Governance
• Raising The Bar For Corporate Directors Toward Global Competitiveness
• Best Fitting Your Best Talent Workshop
The Board encourages its Directors to attend talks, workshops, seminars and conferences to update and enhance their skills, and
to assist them in discharging their responsibilities towards corporate governance, operational and regulatory issues.
2. Directors’ Remuneration
The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the relevant experience
and expertise to assist in managing the Group effectively.
The aggregate remuneration of the Directors from the Company and its subsidiaries for the financial year ended 30 June 2009 categorised
into appropriate components are as follows:

Executive Directors Non-Executive Directors
RM RM
Remuneration
- Salaries and other emoluments 455,180 23,300
- Defined contribution plan (EPF) 54,600 –
- Fees – 139,200
509,780 162,500
The number of Directors whose remuneration falls in each successive bands of RM50,000 are as follows:
Number of Directors
Range of Remuneration Executive Directors Non-Executive Directors
Below RM50,000 – 4
RM 50,001 – RM100,000 – 1
RM200,001 – RM250,000 1 –
RM250,001 – RM300,000 1 –

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3. Investors Relations & Shareholders Communication
3.1 Investor Relations

The Board acknowledges the need for shareholders to be informed on all key issues and major development affecting the Group.
In addition to various announcements made during the year, the timely release of financial results on a quarterly basis provides
shareholders with an overview of GDEX Group’s performance and operations.
The Board will use the Annual General Meeting as the primary channel of communication with its shareholders. Shareholders who
are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Members of the Board as well as auditors
of the Company will be present to answer questions raised at the meeting.
Shareholders can access the Company’s website via www.gdexpress.com for further information of the Group’s operations.
3.2 Policy

The Company has a Corporate Disclosure Policy to enable the Board to communicate effectively with its shareholders, major
investors, other stakeholders and the public generally with the intention of giving them a clear picture of GDEX Group’s performance
and position.
The Board has appointed Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid as the Senior Independent Non-Executive Director,
to whom all queries and concerns may be conveyed, or when it is inappropriate for the concerns to be dealt with by the Executive
Directors.

The investors and shareholders are provided with the necessary and relevant information pertaining to the major developments
of the Group on a timely basis through Annual Reports, press releases and various disclosures and announcements made to the
Bursa Securities including the quarterly results and annual results.
Corporate Disclosure Policy and Procedures (CDPP)

On 19 August 2005 the Board of Directors of GDEX adopted the CDPP to provide accurate, clear and complete, disclosure of all
material information on a timely manner, in order to keep shareholders and the investing public informed about the company’s
operations.
Objectives of CDPP
• To raise awareness and provide guidance to management and employees on disclosure requirements and practices
• To provide guidance and structure in disseminating corporate information to, and in dealing with, investors, analysts, media
and the investing public.
• To ensure compliance with legal and regulatory requirements on disclosure of material information.
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Scope and application of the CDPP
• To provide guidance in the determination and dissemination of material information, the circumstances under which the
confidentiality of information will be maintained and restrictions on employee trading.
• Applicable to directors, officers, managers and other interested parties including substantial shareholders, advisers,
accountants, bankers and stockbrokers of the company.
Accountability
• The Board is accountable to fulfill all disclosure requirements and may delegate this task to the Corporate Disclosure Unit.
Corporate Disclosure Committee (CDC)
• Functions and responsibilities:

(i) maintains awareness and understanding of the disclosure rules and guidelines.
(ii) determines the materiality of information within the context of the company’s overall business affairs, and if so,
ensures the procedure outline in the CDPP are fully adhered.
(iii) develops, implements, monitors compliance and regularly reviews the CDPP
• Membership:
The members shall consist of senior management such as the Chief Executive Officer, Head of Corporate Compliance and
Disclosure Unit and Head of Corporate Planning and Development.
Corporate Disclosure Manager (CDM)
• The CDM shall be appointed by the Board and the person so appointed shall hold office until such time the Board appoints
another.
• Functions and responsibilities of the CDM shall include:

(i) oversees and coordinates the disclosure of information to the stock exchange, analysts, brokers, shareholders, media
and the public.
(ii) ensures compliance with the continuous disclosure requirements.
(iii) educates directors and staff on the CDPP.

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Designated Spokespersons
• The Designated spokespersons shall include the Chairman and Chief Executive Officer or any other suitable person appointed
by the Board.
• The spokespersons may designate others to speak on behalf of the company on specific business issues to facilitate
communication with the investment community or the media.
• Employees are not to respond to inquiries from the investment community or the media unless specifically asked to do so
by an authorized spokesperson. All such queries shall be referred to the CDM.
3.3 Annual General Meeting

Notice of the Annual General Meeting and related papers are dispatched to shareholders at least twenty one (21) days before the
meeting as prescribed under the Listing Requirements of Bursa Securities and the Company’s Articles of Association.
4. Accountability and Audit
4.1 Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of GDEX Group’s financial performance and
prospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement of results to
shareholders as well as the Chairman’s statement in the Annual Report.
The Audit Committee assists the Board in overseeing GDEX Group’s financial reporting processes and the accuracy, adequacy and
completeness of its financial reporting.
4.2 Internal Control

The Directors acknowledge their responsibilities for the internal control system in GDEX Group, covering not only financial controls
but also controls relating to operational, compliance and risk management. The GDEX Group’s Internal Control Statement is set
out on pages 46 to 48 of the Annual Report.
4.3 Relationship with Auditors

The Company’s external auditors continued to report to shareholders of the Company on their findings which are included as part
of the Company’s financial reports with respect to each year’s audit on the statutory financial statements. In doing so, the Company
has established a formal and transparent arrangement with the auditors to meet their professional requirements. In compliance
with the Amended Code on Corporate Governance, the Audit Committee has met up with the external auditors twice during the
financial year, without the presence of any executive Board member and management.
The role of the Audit Committee in relation to the external auditors is set out in the Audit Committee Report on pages 40 to 45 of the
Annual Report.
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4.4 Compliance Statement

The Group has the intention to comply with all best practices set out in the Malaysian Code on Corporate Governance. The only
area of non-compliance with the Code is the recommended disclosure of details of the remuneration of each Director. At this point,
the Board of Directors of the Company is of the view that disclosure of the remuneration bands of the Directors of the Company is
sufficient to meet the objectives of the Code.
4.5 Directors’ Responsibility Statement in Respect of the Preparation of the Annual Audited Financial Statements

The Directors are required under Guidance Notes 2, Part V, paragraph 2.14, of the Listing Requirements to issue a statement
explaining their responsibility for preparing the annual audited financial statements.
The Directors are required by law to prepare financial statements for each financial year which give a true and fair view of the
state of affairs of GDEX Group and of the Company as at the financial year end and of the results and cash flows of GDEX Group
and of the Company for the financial year then ended.
The Directors consider that, in preparing the financial statements of GDEX for the financial year ended 30 June 2009 on pages 50
to 96 of the printed version of this Annual Report, the Company has used appropriate accounting policies, consistently applied
and supported by reasonable and prudent judgements and estimates. The Directors also consider that all applicable approved
accounting standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going
concern basis.
The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose the financial position
of the Company and comply with the provisions of the Companies Act, 1965.
The Directors are also responsible for taking such steps that are necessary to safeguard the assets of GDEX Group and to prevent
and detect fraud and other irregularities.
The auditors’ responsibilities are stated in their report to the shareholders on pages 56 to 57.
Statement made in accordance with the resolution of the Board of Directors dated 28 October 2009.
Dato’ Capt. Ahmad Sufian@Qurnain bin Abdul Rashid

Chairman

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Additional Compliance Information
1. Material Contracts

For the financial year ended 30 June 2009, there were no material contracts entered into by the Company and its subsidiary companies
with Directors and / or substantial shareholders, either will subsisting at the end of the financial year, or which were entered into
since the end of previous financial year.
2. Recurrent Related Party Transaction of Revenue or Trading Nature

Details of the recurrent related party transactions made during the financial year ended 30 June 2009 pursuant to the Shareholders’
Mandate obtained by the Group at the Annual General Meeting held on 4 December 2008 are as follows :-
Interested Directors/ Actual Value

Substantial Shareholders/ for the year
Persons Connected to ended 30 June 2009
Subsidiary Related Directors or Substantial (RM)
Nature of Transaction involved Company Shareholders (a)
Provision of software GDTech GDX Teong Teck Lean 294,000

update and maintenance Leong Chee Tong
necessary for the
operations of the Group
Provision of software GDSB GDX Teong Teck Lean 585,000

training. Leong Chee Tong
Notes:-
(1) GDTech, GD Technosystem Sdn Bhd, a wholly-owned subsidiary of the Company.
(2) GDSB, GD Express Sdn Bhd, a wholly-owned subsidiary of the Company.
(3) GDX, GDX Private Limited, a company incorporated in Singapore, where Mr Teong Teck Lean and Mr Leong Chee Tong are
the common directors and substantial shareholders.
The above Recurrent Related Party Transactions were conducted on terms not more favourable to the related parties than those
generally available to the public at arm’s length and are not to the detriment of minority interest of the Company.
38
3. Share Buy-Back

The Company does not have a scheme to buy-back its own shares
4. Options, Warrants or Convertible Securities

The Company does not have any options, warrants or convertible securities in issue or exercised during the financial year ended
30 June 2009.
5 Depository Receipt Programme

The Company did not sponsor any depository receipt programme for the financial year ended 30 June 2009.
6 Imposition of Sanctions and / or Penalties

The Company is not aware of any sanctions and / or penalties imposed on the Company and / or its subsidiary companies, Directors
or Management by the relevant regulatory bodies.
7 Non-Audit Fees

For the financial year ended 30 June 2009, the Group paid RM4,000 to the external auditor for review of internal control.
8 Profit Estimate, Forecast or Projections

There were no variance of more than ten percent (10%) between the results for the financial year and the unaudited results previously
announced. The Company did not make any release on the profit estimate, forecast or projections for the financial year ended 30
June 2009.
9 Profit Guarantee

During the financial year ended 30 June 2009, there were no profit guarantees given by the Company.
10 Revaluation Policy on Landed Properties

As disclosed in Note 11 to the financial statements, the Group had revalued its leasehold building included under property, plant
and equipment based on an independent valuation report. The surplus arising from revaluation has been credited to revaluation
reserve account as disclosed in Note 19 to the financial statements.
The revaluation policy on landed properties classified as investment properties are as disclosed in Note 3 to the financial
statements.
11 Utilisation of Proceeds

During the financial year ended 30 June 2009, there were no new issue of shares and no proceeds derived thereto.
12. Employees’ Share Option Scheme

The Company does not have an Employees’ Share Option Scheme.

39
Audit Committee Report
The Board of Directors of GD Express Carrier Berhad (“GDEX” or “the Company”) is pleased to present the report of the Audit Committee for
the financial year ended 30 June 2009.
Membership
During the financial year, the Audit Committee comprises four (4) members, a majority of whom are Independent Directors and all is Non-Executive
Directors.
Name Designation
(i) Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid Independent Non-Executive Director (Chairman)
(ii) Kong Hwai Ming Non-Independent Non-Executive Director (Member)
(iii) Liew Heng Heng Independent Non-Executive Director (Member)
(iv) YB Nolee Ashilin binti Mohammed Radzi Independent Non-Executive Director (Member)
Terms of Reference
The following terms of reference of Audit Committee were adopted :
1. Composition of Audit Committee

The Audit Committee (“the Committee”) shall be appointed by the Board of Directors (“the Board”) from amongst the Directors and shall
consist of not less than three members. All the Committee Members must be non-executive directors, with a majority of them being
independent directors.
In this respect, the Board adopts the definition of “Independent Director” as defined under the Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Securities”).
1.1 Retirement and resignation

If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the result that the number of
members is reduced below three (3), the Board shall, within three (3) months of the event appoint such number of new members
as may be required to fill the vacancy.
1.2 Chairman

The member of the Committee shall elect a Chairman from among themselves who shall be an Independent Director. The Chairman
of the Committee should engage on a continuous basis with senior management, the head of internal audit and the external auditors
in order to be kept informed of matters affecting the Company.
40
Audit Committee Report cont’d
2. Membership

All the Committee members must be financially literate, with at least one member of the Committee:-
• Must be a member of the Malaysian Institute of Accountants; or

• If he is not a member of the Malaysian Institute of Accountants, the member must have at least 3 years’ working experience
and:-
(a) he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
(b) he must be a member of one of the associations of the accountants specified in Part II of the First Schedule of the Accountants
Act, 1967; or
• Must have fulfilled such other requirements as prescribed or approved by Bursa Securities.
An Alternate Director must not be appointed as member of the Committee.
3. Terms of Membership

Members of the Committee shall be appointed for an initial term of three (3) years after which they will be eligible for re-appointment.
The appointment and performance of the members shall be subject to review by the Board at least once every three (3) years to determine
whether such members have carried out their duties in accordance with these terms of reference.
4. Authority

The Committee is authorised by the Board to investigate and report any specific matters of the Company and its subsidiaries within its
terms of reference or otherwise directed by the Board.
It shall, in accordance with a procedure to be determined by the Board of Directors and at the expense of the Company,
i. authorise to investigate any matter within its terms of reference. All employees shall be directed to cooperate as requested by
members of the Audit Committee;
ii. have full and unlimited/unrestricted access to all information and documents/ resources which are required to perform its duties
as well as to the internal and external auditors and senior management of the Company and Group;
iii. obtain, at the expense of the Company, other independent professional advice or other advice and to secure the attendance of
outsiders with relevant experience and expertise if it considers necessary;
iv. be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Audit Committee,
whenever deemed necessary.
v. be able to make relevant reports when necessary to the relevant authorities if a breach of the Listing Requirements occurred.

41
5. Meetings and Minutes

The Committee shall meet at least four (4) times a year and such additional meetings as the Chairman shall decide in order to fulfill its
duties.
In the absence of the Chairman, the other Independent Director shall be the Chairman for that meeting.
In addition to the Committee members, the meetings will normally be attended by the representatives of the departments in the Company
and of the external auditors as and when required. Representatives of the external auditors are to be in attendance at meeting where
matters relating to the audit of the statutory accounts and/or external auditors are to be discussed. At least twice a year, the Committee
shall meet with the external auditors without the presence of any executive Board member and management.
The Committee may invite any person to be in attendance to assist it in its deliberations.
A quorum shall consist of a majority of members who are Independent Directors and shall not be less than two.
The decision of the Committee shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second
or casting vote, provided that where two (2) members form a quorum, the Chairman of a meeting at which only such a quorum is present,
or at which only two (2) Directors are competent to vote on the question in issue, the Chairman shall not have a casting vote.

The Committee shall be reporting to the full Board from time to time its recommendation for consideration and implementation and the
actual decision shall be the responsibility of the Board of Director after considering the recommendation of the Committee. The Committee
itself shall have no executive power with respect to those findings and recommendations.
The Company Secretary shall act as Secretary of the Committee and shall be responsible for drawing up the agenda with the concurrence
of the Chairman and circulating it, supported by explanatory documentation to Committee members prior to each meeting.
The Secretary shall also be responsible for recording the proceedings of the Committee. Minutes of each meeting shall be kept and
distributed to each member of the Committee and also to the other members of the Board of Directors, when the Committee deems
necessary.
The internal auditors have the right to appear and be heard at any meeting of the Committee and are recommended to attend each
Committee meeting.
Upon the request of the internal auditors and/or external auditors, the Committee Chairman shall also convene a meeting of the Committee
to consider any matter the auditor(s) believes should be brought to the attention of the Board of Directors or the shareholders.
Where the Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in
a breach of Bursa Securities’ requirements, the Committee must promptly report such matter to Bursa Securities.
42
6. Duties and Responsibilities

The duties and responsibilities of the Committee should include the following:-
• To consider the nomination and appointment of the external auditor, the audit fee and any questions of resignation or dismissal;
• To discuss with the external auditor before the audit commences, the nature and scope of the audit, the audit plans and ensure
coordination where more than one audit firm is involved;
• To review with the external auditor, his evaluation of the system of internal control;
• To review with the external auditor, his audit report;
• To review the quarterly results and year-end financial statements of the Group, prior to the approval by the Board of Directors,
focusing particularly on:-
o any changes in or implementation of major accounting policies and practices;

o significant adjustments arising from the audit;
o the going concern assumption; and
o compliance with accounting standards and other legal requirements;
• To discuss problems and reservations arising from the interim and final audits, and any matter the Auditor may wish to discuss;
• To review the External Auditor’s management letter and management’s response;
• To consider any related party transaction and conflict of interest situation that may arise within the Company or Group including
any transaction, procedure or course of conduct that raises question of management integrity;
• To consider the major findings of internal investigations and management’s response;
• To review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the
necessary authority to carry out its work;
• To review the internal audit programme, processes and results of the internal audit programme, processes and investigation
undertaken and where necessary ensure that appropriate actions taken on the recommendations of the internal audit function;
• To review any appraisal or assessment on the performance of members of the internal audit functions;
• To approve any appointment or termination of senior staff members of the internal audit function;
• To inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his
reasons for resigning;
• To consider other topics as defined by the Board of Directors;
• To verify the allocation of Employees’ Share Option Scheme (“ESOS’) in compliance with the criteria as stipulated in the by-laws
of ESOS of the Company; and
• To review the assistance given by the employees of the Company to the external auditors.

43
Summary of Activities of the Audit Committee

During the financial year ended 30 June 2009, the Audit Committee met five (5) times on the following dates:-
• 19 August 2008
• 23 October 2008
• 17 November 2008
• 10 February 2009
• 21 May 2009
The attendance records of the Audit Committee Members are shown in the table below:-
No. of Meetings Attended

Members Whilst in Office %
(i) Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid 5/5 100
(ii) Kong Hwai Ming 4/5 80
(iii) Liew Heng Heng 4/5 80
(iv) YB Nolee Ashilin binti Mohammed Radzi 3/5 60
All Audit Committee meetings were held at the Conference Room of the Company, at No. 19, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul
Ehsan, Malaysia.
The activities of the Audit Committee include the following:-
1. Financial Reporting
(a) reviewed the quarterly unaudited financial results of the Group before recommending them for approval by the Board of
Directors;
(b) reviewed the annual audited financial statements of GDEX Group with the external auditors prior to submission to the Board of
Directors for their approval. The review was to ensure that the financial reporting and disclosures are in compliance with:
• Provisions of the Companies Act, 1965;
• Listing Requirements of Bursa Malaysia Securities Berhad;
• Applicable approved accounting standards in Malaysia, and
• Other legal and regulatory requirements.
In the review of the annual audited financial statements, the Audit Committee discussed with management and the external auditors the
accounting principles and standards that were applied and their judgement of the items that may affect the financial statements.
2. Internal Audit
(a) reviewed the annual audit plan to ensure adequate scope and comprehensive coverage over the activities of GDEX Group;
(b) reviewed internal audit reports which were tabled during the year, the audit recommendations made and management’s response
to these recommendations;
(c) monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses have been
addressed.
3. External Audit
(a) reviewed with the external auditors:
• their audit plan, audit strategy and scope of work for the year;
• the results of the annual audit, their audit report and management letter together with management’s response to the findings
of the external auditors.
44
4. Related Party Transactions

Reviewed and considered any related party transactions that may or have arisen within the Company or the Group.
During the financial year ended 30 June 2009, no ESOS was granted to the eligible employees. As such, the Audit Committee is not required to
verify the basis of allocation in respect of ESOS.
Internal Audit Function

The Committee has established an internal audit department comprises of 2 personnel, 1 department head and 1 audit executive. Besides that, the
Group also engaged the services of an external professional services firm to conduct review on the adequacy and effectiveness of the internal
control system of the Group, and subsequently highlight findings and suggest recommendations for improvement.
During the year, the internal audit function assisted the Committee in discharging its duties and responsibilities by executing independent review
on the adequacy and effectiveness of the risk management, internal control and governance process. Periodic activities were carried out to
provide the Committee with reasonable assurance that such systems continued to operate satisfactorily and effectively.
The total cost incurred by the Internal Audit Department in relation to the conduct of the internal audit functions of the Group during the financial
year ended 30 June 2009 amounted to RM192,472.
Summary of activities that were carried out by the internal audit function include:
1. Formulated annual audit plan that focuses on controls managing the principal risks of the Group. Audits are prioritized according to an
assessment of the potential risk exposures.
2. Internal audit executed in accordance with the approved annual audit plan. During this financial year, the internal audit has audited the
following business processes in 8 branches:
(a) Cash Management
(b) Delivery Management
(c) Procurement
(d) Fixed Asset Management
(e) Management Information System
These 8 branches include Melawati, Miri, Bintulu, Kuching, Terengganu, Port Klang, Batu Cave and Kota Kinabalu.
Besides that, the internal audit has audited Shah Alam and Melawati branch on credit control procedure and controls relating to sales
and marketing activities.
3. Reported on the results of internal audit reviews to the Committee on a periodic basis.
4. Followed-up on the implementation of audit recommendations and action plans agreed by the Management.
5. Ensured satisfactory actions taken to address previous internal audit findings.
The Board is pleased to disclose that there were no significant weaknesses identified that would have resulted in any material losses, contingencies
or uncertainties to the GDEX Group which would require a separate disclosure in the financial statement.

45
Statement on Internal Control
Introduction
In line with the Malaysian Code on Corporate Governance that requires listed companies to maintain a sound system of internal control to safeguard
shareholders’ investments and the Group’s assets, the Board of Directors (“Board”) is pleased to provide this Statement of Internal Control
pursuant to the Bursa Malaysia Securities Bhd Listing Requirements, which outlines the nature and scope of internal control of the Group.
Responsibility
The Board acknowledges that it has overall responsibility for the adequacy and integrity of the Group’s systems of internal control including the
review of its effectiveness. However, such internal control system is designed to manage the Group’s risks within an acceptable risk profile, rather
than eliminate the risk of failure to achieve the policies and business objectives of the Group. Accordingly, it can only provide reasonable but not
absolute assurance against material misstatement of management and financial information and records or against financial losses or fraud.
The Board has established an on-going process to identify, evaluate and manage the significant risks faced by the Group and this process
includes updating the system of internal controls when there are changes to business environment or regulatory guidelines. The process is
regularly reviewed by the Board and is generally in accordance with the guidance as contained in the publication – Statement on Internal Control
: Guidance for Directors of Public Listed Companies.
The Board is of the view that the system of internal controls in place for the year under review and up to the date of issuance of the financial
statements is sound and sufficient to safeguard the shareholders’ investments, the interests of customers, regulators and employees, and the
Group’s assets. Notwithstanding this, the Board is vigilant and continues to review the effectiveness and adequacy of the systems of internal
control, in view of the dynamic and changing business environment.
The management assists the Board in the implementation of the Board’s policies and procedures on risk and control by identifying and assessing
the risks faced, and in the design, operation and monitoring of suitable internal controls to mitigate and control these risks.
Key Features of the Group’s Internal Control System
The Group’s systems of internal control are designed and operated to support the identification and management of risks affecting the Group
and the business environment in which it operates. As such, they are subject to continuous review due to changes in the business environment
and the fruition of new risks emerging. The key features of the Group’s system of internal control are as follows:
1. Control Environment
o Organisation Structure and Authority

The Group maintains an effective organisation structure with clear objectives, responsibilities, authority and segregation of duties.
The authority levels are appropriately delegated with clear and proper documentation and approval from the Board.
o Corporate Philosophy

The Group’s culture is guided by a set of philosophy, which includes core values, management principles, corporate and leadership
qualities. All employees are also guided by a code of conduct, which is embedded in the Employee Handbook.
46
Statement on Internal Control cont’d
o Policies and Procedures

The Group maintains a set of documented systems, policies, procedures and practices to ensure compliance with internal controls
and the relevant laws and regulations. These documented systems, policies, procedures and practices are continually updated,
communicated and accessible to all employees. There are guidelines and authority limits imposed on executive directors and
management within the Group in respect of the day-to-day operations, extension of credits, investments, acquisitions and disposals
of assets.
o Human Resource

The Group maintains an effective staff recruitment, retention and rotation process to ensure that the people with integrity and
the right skill and experience are employed for the function and operations of the Group. The Group has in place experienced and
competent employees in areas of responsibility to support the effectiveness of the Group’s system of internal control. The Group
also provides relevant training to the employees to ensure continuous improvement in their competencies.
o Work Plan and Budget
All material business proposals are pre-evaluated by Management Committee in terms of their risk and viability from operational,
financial and strategic direction standpoint, before escalating them to the Board for review and approval
A comprehensive work plan and budgeting process is established requiring all key operating units to prepare work plan and
budget annually. The final budgets are discussed and approved by the Board. Operating results are being closely monitored by
management against budget and key performance indicators. Any significant variances identified will be investigated to provide
corrective measurement accordingly.
2. Internal Audit Function

The review of the adequacy and integrity of the Group’s internal control system is the delegated responsibility of the Audit Committee. On
a periodic basis, the Audit Committee assesses the adequacy and integrity of the internal control system through review conducted by
the internal auditors and management. Significant internal control matters that are brought to the attention of the Audit Committee will
be highlighted to the Board. The system of internal control is based on a framework of regular management information, management
supervision and a system of delegation and accountability. The effectiveness of the Group’s internal controls is examined in detail by the
internal audit function.
The Group has outsourced its internal audit function to Audex Governance Sdn Bhd, a globally affiliated internal audit service provider firm
as part of its strategy to provide the Board with assurance on the adequacy and integrity of the system of internal control. The outsourced
internal audit function focuses on the review of areas that are related to the risk management needs of the Group. Audits are carried out
on all units and branches, the frequency of which is determined by the level of risk assessed, to provide an independent and objective
report on operational and management activities of these units and branches. The areas of review are set out in a three-year internal
audit plan that has been approved by the Audit Committee.
Where improvement opportunities are identified during internal audit reviews, recommendations are made and appropriate action plans
are agreed with management. Results of periodic internal audit visits are tabled to the Audit Committee on a quarterly basis and follow-up
visits are performed to track the implementation progress of agreed action plans.
During the period under review, nothing has come to the attention of the Board that would result in any material losses, contingencies or
uncertainties that would warrant a separate disclosure in this annual report. Notwithstanding this, the Board will continue to embrace a
risk and control conscious approach and maintain constant vigilance in order to meet its business objectives in the current changing and
challenging business environment.

47
Statement on Internal Control cont’d
3. Risk Management Framework

The Board is committed in strengthening the Group’s risk management framework and processes. Risk Management of individual operating
units are delegated to the respective Executive Directors and Senior Management. In this regard, the Executive Directors and Senior
Management are responsible for timely identification of the Group’s risks of each business units and implementation of systems to manage
these risks.
The Executive Directors, in turn will update the Board of any significant matters that will require the latter’s attention via periodic Board
and management meetings. Periodic management meetings are held to assess and monitor the Group’s risk as well as discuss, deliberate
and address matters associated with strategic, financial and operational facets of the Group.
4. Audit Committees

The Audit Committees of the Group review internal control issues identified by the internal auditor, the external auditors, regulatory
authorities and management, and evaluate the adequacy and effectiveness of the risk management and internal control systems. They
also review the internal audit functions with particular emphasis on the scope of audits and quality of internal audits. The minutes of the
Audit Committee meetings are tabled to the Board every quarter. Further details of the activities undertaken by the Audit Committee are
set out in the Audit Committee Report.
Review Of The Statement By External Auditors
The external auditors have reviewed this Statement on Internal Control for the inclusion in the annual report of the Group for the year ended 30
June 2009 and reported to the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent with
their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal controls.
Statement made in accordance with the resolution of the Board of Directors dated 28 October 2009.
48
Financial
Highlights
Proforma
Group Group Group Group Group
year ended year ended year ended year ended year ended
30 June 2009 30 June 2008 30 June 2007 30 June 2006 30 June 2005
RM’000 RM’000 RM’000 RM’000 RM’000
Revenue 75,093 68,080 57,365 45,866 37,932

Profit from operations 3,850 4,442 2,605 1,532 2,982
Profit before tax 3,561 4,364 2,558 1,724 5,280
Profit after tax 2,082 2,976 2,087 1,206 3,531
Return on revenue 3% 4% 4% 3% 9%
Profit attributable to ordinary equity holders 2,082 2,976 2,087 1,206 3,531
Net assets 38,944 38,282 34,757 32,690 31,686
Paid-up capital 25,719 25,719 25,719 25,719 20,575
Shareholders’ equity 38,944 38,282 34,757 32,690 31,686

Share information
(Ordinary shares of RM0.10 each)

Number of shares in issue (‘000) 257,186 257,186 257,186 257,186 205,749
Earnings per share (sen) 0.81 1.16 0.81 0.47 1.72
Net assets per share (RM) 0.15 0.15 0.14 0.13 0.15
Share price at end of financial year (RM) 0.440 0.615 0.970 0.825 0.980
Notes : 1 Assuming that GDEX Group had been in existence throughout the period under review.
2 In May 2006, there was a bonus issue of 51,437,208 new ordinary shares by capitalising RM5,143,721 from the share premium
account.

49
Financial for the
Statements year
ended
30 June 2009
51 Directors’ Report
56 Independent Auditors’ Report
58 Income Statements
59 Balance Sheets
61 Statements of Changes in Equity
62 Cash Flow Statements
64 Notes to the Financial Statements
96 Statement By Directors
Directors’ Report
The directors of GD EXPRESS CARRIER BERHAD have pleasure in submitting their report and the audited financial statements of the Group and
of the Company for the financial year ended 30 June 2009.
PRINCIPAL ACTIVITIES
The principal activity of the Company is that of investment holding.
The principal activities of the subsidiary companies are as disclosed in Note 15 to the Financial Statements.
There have been no significant changes in the nature of the activities of the Company and its subsidiary companies during the financial year.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial year are as follows:
The The
Group Company
RM RM
Profit before tax 3,560,587 5,304,592

Income tax expense (1,478,589) (1,399,014)
Profit for the year 2,081,998 3,905,578
In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially
affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
A final dividend of 5% comprising 0.5%, less 25% tax, amounting to RM96,446 and 4.5% single tier tax exempt dividend amounting to RM1,157,338
proposed in the previous year and dealt with in the previous directors’ report was paid by the Company during the financial year.
The directors proposed a final dividend of 5% single tier tax exempt dividend and a special dividend of 5% single tier tax exempt dividend, in
respect of the year ended 30 June 2009. The proposed dividend, which is subject to the approval of the shareholders at the forthcoming Annual
General Meeting of the Company, has not been included as a liability in the Financial Statements.

51
Directors’ Report cont’d
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the Financial
Statements.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As at
the end of the financial year, there were no unissued shares of the Company under options.
OTHER STATUTORY INFORMATION
Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps:
(a) 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 had satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful
debts; and
(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written
down to their estimated realisable values.
At the date of this report, the directors are not aware of any circumstances:
(a) which would render the amount written off for bad debts or the amount of allowance for doubtful debts in the financial statements of the
Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements of the
Group and of the Company misleading.
52
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liability
of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of
the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their
obligations as and when they fall due.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of the Company for the
succeeding financial year.
DIRECTORS
The following directors served on the Board of the Company since the date of the last report:
Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid

Teong Teck Lean
Leong Chee Tong
Lau Wing Tat
Liew Heng Heng
Kong Hwai Ming
Y. B. Nolee Ashilin binti Mohammed Radzi
In accordance with Article 104 of the Company’s Articles of Association, Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid and Y.B. Nolee
Ashilin binti Mohammed Radzi retire by rotation at the forthcoming Annual General Meeting of the Company and, being eligible, offer themselves
for re-election.

53
DIRECTORS’ INTERESTS
The shareholdings in the Company of those who were directors at the end of the financial year, as recorded in the Register of Directors’
Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
Number of ordinary shares of RM0.10 each

As of As of
1.7.2008 Bought Sold 30.6.2009
Shares in the Company
Direct interest
Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid 4,050,000 – – 4,050,000
Teong Teck Lean 37,500 – – 37,500
Leong Chee Tong 11,288,743 – – 11,288,743
Lau Wing Tat 21,537,500 – – 21,537,500
Liew Heng Heng 125,000 – – 125,000
Kong Hwai Ming 9,413,050 – – 9,413,050
Indirect interest
Registered in the name of GD Express Holdings (M) Sdn. Bhd.
Teong Teck Lean 83,801,496 – – 83,801,496
Registered in the name of GD Holdings International Ltd.
Teong Teck Lean 53,750,000 – – 53,750,000
Registered in the name of Essem Capital Sdn. Bhd.
Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid 2,500,000 – – 2,500,000
By virtue of the above directors’ interest in the shares of the Company, they are deemed to have beneficial interest in the shares of all the
subsidiary companies to the extent the Company has an interest.
The other directors in office at the end of the financial year did not hold shares or had beneficial interest in the shares of the Company during
and at the end of the financial year.
54
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit (other
than the benefit included in the aggregate amount of emoluments received or due and receivable by the directors as disclosed in the Financial
Statements or the fixed salary of full-time employees of the Company) by reason of a contract made by the Company or a related corporation with
the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except
for any benefit which may be deemed to have arisen by virtue of the transactions as disclosed in Note 17 to the Financial Statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company
might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
AUDITORS
The auditors, Messrs. Deloitte KassimChan, have indicated their willingness to continue in office.
Signed on behalf of the Board

in accordance with a resolution of the Directors,
TEONG TECK LEAN
LEONG CHEE TONG
Kuala Lumpur,
28 October 2009

55
Independent Auditors’ Report
to the members of GD Express Carrier Berhad
Report on the Financial Statements
We have audited the financial statements of GD EXPRESS CARRIER BERHAD, which comprise the balance sheets as of 30 June 2009 of the Group
and of the Company and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for
the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 58 to 95.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial
Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal
control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud
or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion to you, 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 towards any
other person for the contents of this report.
We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies
Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 30 June 2009 and of their
financial performance and cash flows for the year then ended.
56
Independent Auditors’ Report to the members of GD Express Carrier Berhad cont’d
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 the subsidiary
companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act;
(b) We have considered the accounts and auditors’ reports of subsidiary companies of which we have not acted as auditors, as shown in
Note 15 to the Financial Statements, being accounts that have been included in the financial statements of the Group;
(c) We are satisfied that the accounts of the subsidiary companies that have been consolidated with the financial statements of the Company
are in form and content appropriate and proper for the purpose of the preparation of the financial statements of the Group, and we have
received satisfactory information and explanations as required by us for these purposes; and
(d) The auditors’ reports on the accounts of the subsidiary companies were not subject to any qualification and did not include any comment
made under sub-section (3) of Section 174 of the Act.
DELOITTE KASSIMCHAN
AF 0080
Chartered Accountants
TEO SWEE CHUA

Partner - 2846/01/10 (J)
Chartered Accountant
28 October 2009

57
Income Statements
for the year ended 30th June, 2009
The Group The Company

Note 2009 2008 2009 2008
RM RM RM RM
Revenue 6 75,093,356 68,079,574 5,363,000 2,422,000

Direct costs - transportation 7 (16,725,192) (16,670,948) – –
Staff costs 7 (36,401,064) (30,404,463) – –
Other operating expenses 7 (12,345,910) (11,591,545) (332,920) (573,499)
Depreciation of property, plant and equipment 11 (5,677,559) (4,879,910) – –
Amortisation of prepaid lease payments 13 (93,517) (90,242) – –
Finance costs 8 (654,947) (671,376) – –
Other operating income 7 365,420 593,091 274,512 264,445

Profit before tax 3,560,587 4,364,181 5,304,592 2,112,946
Income tax expense 9 (1,478,589) (1,388,582) (1,399,014) (593,395)

Profit for the year 2,081,998 2,975,599 3,905,578 1,519,551

Earnings per ordinary share

Basic (sen) 10 0.81 1.16

The accompanying Notes form an integral part of the Financial Statements.
58
Balance Sheets
as of 30th June, 2009

Note 2009 2008 2009 2008
RM RM RM RM
ASSETS

Non-Current Assets
Property, plant and equipment 11 16,455,080 17,547,055 – –
Investment property 12 2,750,000 2,750,000 – –
Prepaid lease payments 13 4,412,432 4,505,949 – –
Goodwill on consolidation 14 137,141 137,141 – –
Investment in subsidiary companies 15 – – 17,069,406 17,069,406

Total Non-Current Assets 23,754,653 24,940,145 17,069,406 17,069,406

Current Assets
Inventories - at cost 383,305 314,637 – –
Trade receivables 16 16,135,299 18,166,249 – –
Other receivables and prepaid expenses 16 2,137,343 3,458,280 10,458 28,750
Tax recoverable 114,436 122,210 101,936 116,075
Amount owing by a subsidiary company 17 – – 9,755,924 7,000,599
Deposits with licensed banks 9,335,043 5,623,829 3,364,727 3,456,900
Cash and bank balances 1,949,918 528,397 73,619 27,618

Total Current Assets 30,055,344 28,213,602 13,306,664 10,629,942

Total Assets 53,809,997 53,153,747 30,376,070 27,699,348
(Forward)

59
Balance Sheets as of 30 June 2009 cont’d

Note 2009 2008 2009 2008
RM RM RM RM
EQUITY AND LIABILITIES

Capital and Reserves
Share capital 18 25,718,604 25,718,604 25,718,604 25,718,604
Reserves 19 13,225,676 12,563,440 4,497,486 1,845,692
Total Equity 38,944,280 38,282,044 30,216,090 27,564,296
Non-Current and Deferred Liabilities

Hire-purchase payables - non-current portion 20 2,134,735 2,284,933 – –
Borrowings (secured) - non-current portion 21 2,924,744 3,719,480 – –
Provision for retirement benefits 22 245,798 – – –
Deferred tax liabilities 23 251,022 81,700 – –
Total Non-Current and Deferred Liabilities 5,556,299 6,086,113 – –
Current Liabilities
Trade payables 24 3,153,224 2,571,065 – –
Other payables and accrued expenses 24 3,156,672 2,415,137 159,980 135,052
Hire-purchase payables
- current portion 20 2,714,260 2,864,344 – –
Borrowings (secured)
- current portion 21 268,594 520,643 – –
Tax liabilities 16,668 414,401 – –
Total Current Liabilities 9,309,418 8,785,590 159,980 135,052
Total Liabilities 14,865,717 14,871,703 159,980 135,052
Total Equity and Liabilities 53,809,997 53,153,747 30,376,070 27,699,348
60
Statements of Changes in Equity
Distributable
Non-Distributable Reserves Reserve-
Share Share Translation Revaluation Retained
The Group Note capital premium reserve reserve earnings Total
RM RM RM RM RM RM
As of 1 July 2007 25,718,604 618,070 (10,378) – 8,430,918 34,757,214
Income/(Expense) recognised directly in equity:

Translation reserve – – (20,132) – – (20,132)
Revaluation surplus – – – 569,363 – 569,363
Profit for the year – – – – 2,975,599 2,975,599
Total recognised income/(expense) – – (20,132) 569,363 2,975,599 3,524,830
As of 30 June 2008/ 1 July 2008 25,718,604 618,070 (30,510) 569,363 11,406,517 38,282,044
Income/(Expense) recognised directly in equity:

Translation reserve – – (25,978) – – (25,978)
Deferred tax liabilities arising from
revaluation of building 23 – – – (140,000) – (140,000)
Profit for the year – – – – 2,081,998 2,081,998
Total recognised income/(expense) – – (25,978) (140,000) 2,081,998 1,916,020

Transfer to retained earnings – – – (11,821) 11,821 –
Dividends 25 – – – – (1,253,784) (1,253,784)
As of 30 June 2009 25,718,604 618,070 (56,488) 417,542 12,246,552 38,944,280

Distributable
Non- Reserve-
Distributable Retained
Reserve- earnings/
Share Share (Accumulated
The Company Note capital premium loss) Total
RM RM RM RM
As of 1 July 2007 25,718,604 618,070 (291,929) 26,044,745

Total recognised income/(expense):
Profit for the year – – 1,519,551 1,519,551
As of 30 June 2008/ 1 July 2008 25,718,604 618,070 1,227,622 27,564,296

Total recognised income/(expense):
Profit for the year – – 3,905,578 3,905,578
Dividends 25 – – (1,253,784) (1,253,784)
As of 30 June 2009 25,718,604 618,070 3,879,416 30,216,090

61
Cash Flow Statements

2009 2008 2009 2008
RM RM RM RM
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Profit for the year 2,081,998 2,975,599 3,905,578 1,519,551
Adjustments for:
Depreciation of property, plant and equipment 5,677,559 4,879,910 – –
Income tax expense recognised in income statements 1,478,589 1,388,582 1,399,014 593,395
Finance costs 654,947 671,376 – –
Bad debts written off 273,063 513,635 – –
Provision for retirement benefits 245,798 – – –
Amortisation of prepaid lease payments 93,517 90,242 – –
Interest income (198,960) (143,969) (94,512) (84,445)
Gain on disposal of property,
plant and equipment (78,901) (18,058) – –
Unrealised gain on foreign exchange – (29,589) – –
Impairment loss of investment in subsidiary companies – – – 239,950
Gain on fair value adjustment of investment property – (289,504) – –
Dividend income – – (5,363,000) (2,422,000)
Operating Profit/(Loss) Before Working Capital Changes 10,227,610 10,038,224 (152,920) (153,549)
(Increase)/Decrease in:
Inventories (68,668) 40,337 – –
Trade receivables 1,757,887 (5,902,464) – –
Other receivables and prepaid expenses 1,320,937 779,365 18,292 (27,398)
Increase/(Decrease) in:
Trade payables 582,159 (451,082) – –
Other payables and accrued expenses 741,535 278,106 24,928 11,852

Cash Generated From / (Used In) Operations 14,561,460 4,782,486 (109,700) (169,095)
Income tax paid (1,839,226) (661,151) (44,125) (50,466)

Net Cash From/(Used In) Operating Activities 12,722,234 4,121,335 (153,825) (219,561)
(Forward)
62
Cash Flow Statements for the year ended 30 June 2009 cont’d

Note 2009 2008 2009 2008
RM RM RM RM
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Increase in amount owing by a subsidiary company – – (2,755,325) (1,016,160)
Additions to property, plant and equipment (Note) (1,468,881) (2,598,949) – –
Additions to prepaid lease payments – (174,000) – –
Proceeds from disposal of property, plant and equipment 79,703 40,754 – –
Interest received 198,960 143,969 94,512 84,445
Decrease in fixed deposits pledged with licensed bank 45,000 – – –
Dividends received – – 4,022,250 1,792,280

Net Cash (Used In)/From Investing Activities (1,145,218) (2,588,226) 1,361,437 860,565
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Repayment of Islamic debt facilities (1,046,785) (320,019) – –
Net Payments of hire-purchase payables (3,413,643) (2,647,596) – –
Finance costs paid (654,947) (671,376) – –
Dividends paid (1,253,784) – (1,253,784) –
Decrease in bank borrowings, excluding Islamic debt facilities – (673,200) – –
Proceed from Islamic debt facilities – 3,500,000 – –

Net Cash Used In Financing Activities (6,369,159) (812,191) (1,253,784) –
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 5,207,857 720,918 (46,172) 641,004
Effect of exchange differences (30,122) (41,602) – –

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,499,226 4,819,910 3,176,518 2,535,514

CASH AND CASH EQUIVALENTS AT END OF YEAR 26 10,676,961 5,499,226 3,130,346 3,176,518
Note: During the financial year, the Group acquired property, plant and equipment at an aggregate cost of RM4,582,242 (2008: RM5,887,337)
of which RM3,113,361 (2008: RM3,288,388) was acquired under hire-purchase arrangements. Cash payments made by the Group for the
acquisition of property, plant and equipment amounted to RM1,468,881 (2008: RM2,598,949).

63
Notes to the Financial Statements
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the ACE Market of Bursa
Malaysia Securities Berhad.
The principal activity of the Company is that of investment holding.
The principal activities of the subsidiary companies are as disclosed in Note 15.
There have been no significant changes in the nature of the activities of the Company and its subsidiary companies during the financial
year.
The Company’s registered office is located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
Lumpur, Malaysia.
The Company’s principal place of business is located at No 19, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
The financial statements of the Group and of the Company have been authorised by the Board of Directors for issuance on 28 October
2009.
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards
(“FRSs”) and the provisions of the Companies Act, 1965 in Malaysia.
64
Notes to the Financial Statements cont’d
Standards and Interpretations Issued But Not Yet Effective

As of the date of issuance of the financial statements, the following FRSs and Issues Committee Interpretations (“IC Int.”) that have been
issued but not yet effective until future period are as follows:
FRS 1 First-time Adoption of Financial Reporting Standards

(Amendments relating to cost of an investment in a
subsidiary, jointly controlled entity or associate)
FRS 2 Share-based Payment (Amendments relating to vesting conditions and cancellations)
FRS 4 Insurance Contracts
FRS 7 Financial Instruments: Disclosures
FRS 8 Operating Segments
FRS 101 Presentation of Financial Statements
FRS 123 Borrowing Costs (Revised)
FRS 127 Consolidated and Separate Financial Statements (Amendments
relating to cost of an investment in a subsidiary, jointly controlled entity or associate)
FRS 139 Financial Instruments: Recognition and Measurement
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions
IC Interpretation 13 Customer Loyalty Programmes
IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction
Consequential amendments were also made to various FRSs as a result of these new/revised FRSs.
Except for FRS 8 which is effective for annual financial statements for periods beginning on or after 1 July 2009, the new/revised FRSs,
amendments to FRSs and IC Int. are effective for annual periods beginning on or after 1 January 2010.

FRS 1, FRS 2, FRS 4, FRS 8, FRS123, IC Int. 9, IC Int. 11 and IC Int. 14 are not expected to be relevant to the operations of the Group and of the
Company. The directors anticipate that the other FRSs, amendments to FRSs and IC Int. will be adopted in the annual financial statements
of the Group and of the Company for the year commencing 1 July 2010 and that the adoption of these new/revised FRS, amendments to
FRSs and IC Int. will have no material impact on the financial statements of the Group and of the Company in the period of initial application
except for the following:
FRS 7 and the consequential amendment to FRS 101 Presentation of Financial Statements require disclosure of information about the
significance of financial instruments for the Group’s and the Company’s financial position and performance, the nature and extent of risks
arising from financial instruments, and the objectives, policies and processes for managing capital.
The impact of applying FRS 7 and FRS 139 on the financial statements upon first adoption as required by paragraph 30(b) of FRS 108,
Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by virtue of the exemption given in the respective FRSs.
The initial application of the remaining standards (and its consequential amendments) and interpretations is not expected to have any
material impact on the financial statements of the Group and of the Company.

65
3. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting
The financial statements of the Group and of the Company have been prepared under the historical cost convention except as otherwise
disclosed in the summary of significant accounting policies.
Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents income from the provision of express
delivery services, net of discounts and rebates. Revenue is recognised when the services are rendered.
Dividend income is recognised when the shareholder’s right to receive payment is established.
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and of all its subsidiary companies listed under
Note 15 made up to the end of the financial year. Subsidiary companies are those companies in which the Company has power to exercise
control over the financial and operating policies so as to obtain benefits from their activities.
Subsidiary companies are consolidated using the acquisition method of accounting. On acquisition, the assets and liabilities of the relevant
subsidiary companies are measured at their fair values at the date of acquisition.
The results of subsidiary companies acquired or disposed off during the financial year are included in the consolidated income statement
from the effective date of acquisition or up to the effective date of disposal.
All significant intercompany balances and transactions are eliminated on consolidation.
Business Combinations
The acquisition of subsidiary companies is accounted for using the purchase method. The cost of the acquisition is measured at the
aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the
Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable
assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 3, Business Combinations, are recognised
at their fair values at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business
combination over the Group’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after
reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds
the cost of the business combination, the excess is recognised immediately in the income statements.
66
Foreign Currency Conversion
The individual financial statements of each foreign Group entity are presented in the currency of the primary economic environment in
which such entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial
position of each entity are expressed in Ringgit Malaysia, which is the functional currency of the Company, and the presentation currency
for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign
currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items
denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair
value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are expressed
in Ringgit Malaysia using exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average
exchange rates for the year. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve
account. Such translation differences are recognised in the income statements in the period in which the foreign operation is disposed
of.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income
statements for the year.
Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the income statements for
the year except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised
directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

67
Employee Benefits
(a) Short-Term Employee Benefits
Wages, salaries, paid annual leaves, bonuses and non-monetary benefits are accrued in the year in which the associated services
are rendered by employees of the Group.
(b) Post-employment Benefits
(i) Defined Contribution Plan
The Group makes contributions to approved provident fund and contributions are charged to the income statement. Once the
contributions have been paid, there are no further payment obligations. The approved provident fund is a defined contribution
plan.
(ii) Defined Benefit Plan
The Group has unfunded non-contributory defined retirement benefit scheme covering eligible employees.
Provision for retirement benefits is computed at a fixed amount for each year of service of all eligible permanent employees
who have served at least one year with the Group. The Group’s obligation for the defined benefit plan is recognised based
on estimates of the amount payable to the eligible employees upon their retirement.
Operating Leases
Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the income statements on the straight-line basis over the lease period.
68
Income Tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year, calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or
recoverable).
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet “liability” method. Deferred
tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible
temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination)
of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets, if any, is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred
tax is charged or credited to the income statements, except when it relates to items charged or credited directly to equity, in which case
the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets
and liabilities on a net basis.

69
Impairment of Assets Excluding Goodwill
At each balance sheet date, the Group and the Company review the carrying amounts of their tangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an
individual asset, the Group and the Company estimate the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of
the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income
statements, except for asset previously revalued where the revaluation was taken to equity. In this case, the impairment is recognised in
equity up to the amount of any previous revaluation.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss
is recognised immediately in the income statements unless the asset is carried at revalued amount in which case the reversal is treated
as revaluation increase.
Goodwill on Consolidation
Goodwill on consolidation represents the excess of the cost of acquisition of subsidiary companies over the Group’s interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary companies at the date of acquisition. Goodwill is
initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the
carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and
then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised
for goodwill is not reversed in the subsequent period.
On disposal of a subsidiary company, the attributable amount of goodwill is included in the determination of the profit or loss on
disposal.
70
Investment in Subsidiary Companies
Investment in unquoted shares of subsidiary companies, which is eliminated on consolidation, is stated in the Company’s financial
statements at cost less any impairment losses.
Property, Plant and Equipment
Property, plant and equipment are stated at cost or valuation less accumulated depreciation and any impairment losses.
Building stated at valuation is revalued at regular intervals of at least once in every five years by the directors based on the valuation
reports of independent professional valuers with additional valuation in the intervening years where market conditions indicate that the
carrying values of the revalued assets differ materially from market value.
An increase in carrying amount arising from revaluation of property, plant and equipment is credited to the revaluation reserve account as
revaluation surplus. Any deficit arising from revaluation is charged against the revaluation reserve account to the extent of the previous
surplus held in the revaluation account for the same asset. In all other cases, a decrease in carrying amount is charged to the income
statements. An increase in revaluation directly related to a previous decrease in carrying amount for that same asset that was recognised
as expense, is credited to the income statements to the extent that it offsets the previously recorded decrease.
Depreciation on revalued building is charged to the income statements. The difference between depreciation based on the revalued carrying
amount of the building and the original cost of the building is transferred from revaluation reserve account to retained earnings.

Property, plant and equipment are depreciated using the straight-line method at the following annual rates to write off the cost of these
assets over their estimated useful lives:
Building 2%
Office equipment, furniture and fittings 12.5%
Computer hardware and software 20%
Tools and equipment 12.5%
Motor vehicles 20%
Renovation 20% - 33.3%
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in
estimates accounted for prospectively.
Gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal proceeds and the
carrying amount of the asset, and is recognised in the income statements. On disposal of revalued assets, the amounts in the revaluation
reserve account relating to such assets are transferred to retained earnings.

71
Property, Plant and Equipment Acquired Under Hire-Purchase Arrangements
Property, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statements and the corresponding
obligations treated as liabilities. Finance charges are allocated to the income statements to give a constant periodic rate of interest on
the remaining hire-purchase liabilities.
Prepaid Lease Payments
Leases of land where title is not expected to pass to the lessee at the end of the lease term are classified as operating leases as land
normally has an indefinite useful life. The upfront payments made on entering into or acquiring a leasehold land that is an operating lease
represents prepaid lease payments which are amortised on a straight line basis over the lease term.
Investment Property
Investment property is property held for long-term rental yields or for capital appreciation or both, and is not occupied by the Group.
Investment property is stated at fair value, representing open-market value determined by external valuers. Fair value is based on active
market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. A gain or loss arising
from changes in the fair value of investment property is recognised in the income statements in the year in which they arise.
On disposal of an investment property, or when it is permanently withdrawn from use and no future economic benefits are expected from
its disposal, it shall be derecognised. The difference between the net disposal proceeds and the carrying amount is recognised in the
income statements in the period of the retirement or disposal.
Inventories
Inventories, which consist of consumables, are stated at cost (determined on the ‘first-in, first-out’ basis). Cost comprises the original
cost of purchase plus incidental costs incurred in bringing the inventories to their present location and condition.
Receivables
Trade and other receivables are stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts.
Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection of certain receivable
accounts. Bad debts are written off in the period in which they are identified.
72
Provisions
Provisions are made when the Group and the Company have a present legal or constructive obligation as a result of past events, when it
is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made.
Provisions are measured at the directors’ best estimate of the amount required to settle the obligation at the balance sheet date, and are
discounted to present value where the effect is material.
At each balance sheet date, provisions are reviewed by the directors and adjusted to reflect the current best estimate. Provisions are
reversed if it is no longer probable that the Group will be required to settle the obligation.
Financial Assets
The principal financial assets of the Group are cash and bank balances, deposits with licensed banks, and trade and other receivables.
The financial assets of the Company also include amount owing by a subsidiary company.
Financial Liabilities and Equity Instruments
Debts and equity instruments are classified as either liabilities or equity in accordance with the substance of the contractual
arrangement.

Significant financial liabilities of the Group include trade and other payables, hire-purchase payables and borrowings, which are stated
at their nominal values.
Borrowings are recorded at the proceeds received. Finance charges are accounted for on an accrual basis.
Equity instruments are recorded at the proceeds received net of direct issue costs.
Cash Flow Statements
The Group and the Company adopt the indirect method in the preparation of the cash flow statements.
Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date of acquisition and are
readily convertible to cash with insignificant risk of changes in value.
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
(i) Critical judgements in applying the Group’s and the Company’s accounting policies
In the process of applying the Group’s and the Company’s accounting policies, which are described in Note 3 above, management
is of the opinion that there are no instances of application of judgement which are expected to have a significant effect on the
amounts recognised in the financial statements.

73
(ii) Key sources of estimation uncertainty
Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty
at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year other than as follows:
Impairment of non-current assets
The Group reviews the carrying amount of their non-current assets to determine whether there is an indication that those assets
have suffered an impairment loss. Significant judgement is required to determine the extent and amount of the impairment loss (if
any).

Allowance for doubtful debts
The Group makes allowance for doubtful debts based on an assessment of the recoverability of trade and other receivables.
Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances may
not be collectible. The identification of doubtful debts requires use of judgement and estimates. Where the expectation is different
from the original estimate, such difference will impact the carrying value of trade and other receivables and doubtful debts expenses
in the period in which such estimate has been changed.
Fair value of investment property
The directors use their judgement in selecting and applying an appropriate valuation technique, by relying on the work of independent
firm of valuers, for investment property stated at fair value. Fair value is determined using open-market value based on active market
prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset.
5. SEGMENT REPORTING
No segment reporting is presented as the Group is principally engaged in the provision of express delivery services and operates principally
in Malaysia.
6. REVENUE

2009 2008 2009 2008
RM RM RM RM
Income from provision of express delivery services 75,093,356 68,079,574 – –

Dividend income from subsidiary company – – 5,363,000 2,422,000
75,093,356 68,079,574 5,363,000 2,422,000
74
7. Direct costs-Transportation, OTHER OPERATING INCOME/(EXPENSES) AND STAFF COSTS
Included in direct costs-transportation and other operating income/(expenses) are the following credits/(charges):

2009 2008 2009 2008
RM RM RM RM
Interest income 198,960 143,969 94,512 84,445

Gain on disposal of property, plant and equipment 78,901 18,058 – –
Gain on foreign exchange:
Realised 9,191 4,498 – –
Unrealised – 29,589 – –
Rental of premises (2,958,036) (2,808,643) – –
Directors’ remuneration:
Salaries and other emoluments (478,480) (452,010) (23,300) (24,000)
Employees Provident Fund (54,600) (50,936) – –
Fees (139,200) (141,850) (103,200) (103,200)
Bad debts written off (273,063) (513,635) – –
Provision for retirement benefits (Note 22) (245,798) – – –
Auditors’ remuneration:
Current year (65,850) (60,525) (25,000) (20,000)
Underprovision in prior year (6,000) (4,000) (5,000) (4,000)
Rental of motor vehicles (3,041) – – –
Gain on fair value adjustment of investment property – 289,504 – –
Rental income – 66,000 – –
Impairment loss of investment in subsidiary companies – – – (239,950)
Staff costs include salaries, bonuses, contributions to Employees Provident Fund (“EPF”) and all other staff related expenses. Contributions
to EPF made by the Group during the current financial year amounted to RM2,597,810 (2008: RM2,028,426).
The estimated monetary value of benefits-in-kind received and receivable by the directors otherwise than in cash from the Group during
the financial year amounted to RM16,800 (2008: RM12,600).
Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling
the activities of the Group and the Company either directly or indirectly. The key management personnel consist of the directors of the
Company.

75
8. FINANCE COSTS
The Group
2009 2008
RM RM
Interest expense/profit payments on:

Hire-purchase 381,179 501,839
Islamic debt facilities – Al Bai Bithaman Ajil 270,085 121,824
Bank overdraft 3,683 81
Trust receipts – 47,632

654,947 671,376
9. INCOME TAX EXPENSE

2009 2008 2009 2008
RM RM RM RM
Estimated tax payable:

Current Year (1,333,252) (1,217,044) (1,350,002) (594,065)
(Under)/Overprovision in prior years (116,015) (97,478) (49,012) 670
(1,449,267) (1,314,522) (1,399,014) (593,395)

Deferred tax (Note 23):
Current Year (29,322) 6,940 – –
Underprovision in prior years – (81,000) – –
(29,322) (74,060) – –
(1,478,589) (1,388,582) (1,399,014) (593,395)
76
A reconciliation of income tax expense applicable to profit before tax at the applicable statutory income tax rate to income tax expense
at the effective income tax rate is as follows:

2009 2008 2009 2008
RM RM RM RM
Profit before tax 3,560,587 4,364,181 5,304,592 2,112,946

Tax at tax rate of 25% (2008: 26%) (890,147) (1,134,689) (1,326,148) (549,366)
Tax effects of expenses that are not deductible in determining
taxable profit (399,427) (299,415) (23,854) (44,699)
Deferred tax asset not recognised (73,000) – – –
Realisation of deferred tax asset previously not recognised – 224,000 – –
(Under)/Overprovision in prior years:
Current tax (116,015) (97,478) (49,012) 670
Deferred tax – (81,000) – –

Income tax expense (1,478,589) (1,388,582) (1,399,014) (593,395)
As explained in Note 3, the tax effects of deductible temporary differences, unused tax losses and unused tax credits are recognised to
the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax
losses and unused tax credits can be utilised. As of 30 June 2009, the estimated amount of deferred tax asset, calculated at the current
tax rate, which has not been recognised in the financial statements of the Group due to uncertainty of its realisation, is as follows:
Deferred Tax
Asset/(Liability)
The Group
2009 2008
RM RM
Tax effects of:

Temporary differences in respect of:
Property, plant and equipment (606,000) (521,000)
Trade receivables 558,000 580,000
Provision for retirement benefits 60,000 –
Other payables and accrued expenses 53,000 –
Unused tax losses 162,000 110,000
Unabsorbed capital allowances 36,000 21,000

Net 263,000 190,000
The unused tax losses and unabsorbed capital allowances, which subject to agreement by the tax authorities, are available for offset
against future chargeable income.

77
10. EARNINGS PER ORDINARY SHARE
Basic
The Group
2009 2008
RM RM
Net profit attributable to ordinary shareholders 2,081,998 2,975,599
2009 2008
Shares Shares
Number of shares in issue 257,186,038 257,186,038

Basic earnings per ordinary share (sen) 0.81 1.16
78
11. PROPERTY, PLANT AND EQUIPMENT

Office
equipment, Computer
Building furniture hardware Tools
-at and and and Motor
valuation fittings software equipment vehicles Renovation Total
The Group RM RM RM RM RM RM RM
Cost (or otherwise stated)

As of 1 July 2007 1,064,516 3,230,362 8,154,859 1,119,452 11,531,106 3,236,714 28,337,009
Additions – 370,460 692,799 412,064 3,795,544 616,470 5,887,337
Disposals – (1,390) (2,989) – (81,532) – (85,911)
Revaluation surplus 569,363 – – – – – 569,363
Eliminated on revaluation (33,879) – – – – – (33,879)
Exchange differences – 1,541 365 88 18,262 6,713 26,969

As of 30 June 2008/1 July 2008 1,600,000 3,600,973 8,845,034 1,531,604 15,263,380 3,859,897 34,700,888
Additions – 532,558 274,933 104,580 3,428,082 242,089 4,582,242
Disposals – – – – (249,624) (1,703) (251,327)
Exchange differences – 406 87 21 4,321 1,586 6,421

As of 30 June 2009 1,600,000 4,133,937 9,120,054 1,636,205 18,446,159 4,101,869 39,038,224
Accumulated Depreciation
As of 1 July 2007 12,482 1,149,991 4,089,560 182,940 5,450,068 1,480,477 12,365,518
Charge for the year 21,397 345,121 1,531,737 153,419 2,238,167 590,069 4,879,910
Disposals – (304) (1,047) – (61,864) – (63,215)
Eliminated on revaluation (33,879) – – – – – (33,879)
Exchange differences – 711 79 62 3,837 810 5,499

As of 30 June 2008/1 July 2008 – 1,495,519 5,620,329 336,421 7,630,208 2,071,356 17,153,833
Charge for the year 33,218 425,040 1,585,773 159,117 2,862,646 611,765 5,677,559
Disposals – – – – (249,620) (905) (250,525)
Exchange differences – 85 33 5 1,584 570 2,277

As of 30 June 2009 33,218 1,920,644 7,206,135 495,543 10,244,818 2,682,786 22,583,144

Net Book Value

As of 30 June 2009 1,566,782 2,213,293 1,913,919 1,140,662 8,201,341 1,419,083 16,455,080

As of 30 June 2008 1,600,000 2,105,454 3,224,705 1,195,183 7,633,172 1,788,541 17,547,055

79
Included in property, plant and equipment of the Group are property, plant and equipment acquired under hire-purchase arrangements
with net book value of approximately RM8,270,400 (2008: RM7,633,000).
As of 30 June 2009, the building of the Group with net book value amounting to RM1,566,782 (2008: RM1,600,000) together with the leasehold
land as disclosed in Note 13 are charged to a licensed bank for credit facilities granted to a subsidiary company as disclosed in Note 21.
Included in the cost of property, plant and equipment of the Group is an amount of approximately RM6,877,600 (2008: RM4,958,600)
representing fully depreciated property, plant and equipment which are still in use by the Group.
In 2008, the building of the Group was revalued by the directors based on a valuation carried out by Raine & Horne International Zaki &
Partners Sdn Bhd, an independent firm of valuers that is not related to the Group. The fair value is determined by reference to market
value basis. The surplus arising from revaluation had been credited to revaluation reserve account as disclosed in Note 19.
Had the building been carried at cost less accumulated depreciation, the carrying value of the building as at the end of the year would
have been as follows:
2009 2008
RM RM
Cost 1,064,516 1,064,516

Accumulated depreciation (55,169) (33,879)

Net book value 1,009,347 1,030,637
12. INVESTMENT PROPERTY

Long-term
leasehold land
and building
The Group
RM
At fair value:
As of 1 July 2007 –
Transfer from prepaid lease payments (Note 13) 2,460,496
Gain on fair value adjustment 289,504

As of 30 June 2008/ 30 June 2009 2,750,000
Investment property of the Group has been charged to a licensed bank for credit facilities granted to a subsidiary company as disclosed
in Note 21.
The fair value of the Group’s investment property as of 30 June 2009 and 2008 has been arrived at on the basis of a valuation carried out
by Raine & Horne International Zaki & Partners Sdn Bhd, an independent firm of valuers.
In 2008, direct operating expenses of the Group arising from the rental of investment property amounted to RM11,590.
Direct operating expenses incurred by the Group for investment properties that did not generate any rental income during financial year
amounted to RM11,473 (2008: RMNil).
80
13. PREPAID LEASE PAYMENTS
Long-term
leasehold land
The Group
RM
Cost:
As of 1 July 2007 7,085,741
Transfer to investment property (Note 12) (2,611,083)
Additions 174,000

As of 30 June 2008/ 30 June 2009 4,648,658
Cumulative Amortisation:
As of 1 July 2007 203,054
Transfer to investment property (Note 12) (150,587)
Amortisation for the year 90,242

As of 30 June 2008/ 1 July 2008 142,709
Amortisation for the year 93,517

As of 30 June 2009 236,226
Unamortised Prepaid Lease Payments:

As of 30 June 2009 4,412,432

As of 30 June 2008 4,505,949
Prepaid lease payments relate to lease of land for the Group’s factory building at No. 19 Jalan Tandang, 46050 Petaling Jaya. The land
for the factory building and office is leased over a period of 99 years expiring on 13 August 2056. The Group does not have an option to
purchase the leasehold interest in land at the expiry of the lease period. The leasehold land is amortised over the period of its remaining
lease term of 47 years (2008: 48 years).
The leasehold land of the Group has been charged to a licensed bank for credit facilities granted to a subsidiary company as disclosed
in Note 21.

81
14. GOODWILL ON CONSOLIDATION
The Group
2009 2008
RM RM
Goodwill on consolidation 137,141 137,141

As of 30 June 2009, the directors have reviewed the goodwill on consolidation for indications of impairment and concluded that no
impairment loss is required.
Goodwill acquired in business combination is allocated, at acquisition, to the following business segment:
The Group
2009 2008
RM RM

Express delivery services 137,141 137,141
82
15. INVESTMENT IN SUBSIDIARY COMPANIES
The Company
2009 2008
RM RM
Unquoted shares - at cost 17,309,356 17,309,356

Less: Impairment loss (239,950) (239,950)

Net 17,069,406 17,069,406
Details of subsidiary companies are as follows:

Effective Equity
Country of Interest Principal
Subsidiary Companies Incorporation 2009 2008 Activities
% %
Direct
GD Express Sdn. Bhd. Malaysia 100 100 Provision of express delivery services.
GD Technosystem Sdn. Bhd. Malaysia 100 100 Licensing of software to related company.
GD Express (Singapore) Pte. Ltd. *# Singapore 100 100 Provision of express delivery services.
Indirect
GD Venture (M) Sdn. Bhd. Malaysia 100 100 Provision of transportation services to related
company.
GD Materials Distribution Sdn. Bhd. * Malaysia 100 100 Dormant.
* Audited by auditors other than the auditors of the Company.
# The auditors’ report on the financial statements of this subsidiary company includes an emphasis of matter on the appropriateness
of presenting the financial statements on a going concern basis. As of 30 June 2009, the subsidiary company’s current liabilities
exceeded its current assets by RM1,131,374 and its total liabilities exceeded its total assets by RM918,966. The financial statements
of this subsidiary company have been prepared under the going concern basis as the Company has undertaken to provide financial
support and not to make any claims in the near future.

83
16. TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAID EXPENSES

The Group
2009 2008
RM RM
Trade receivables 18,367,649 20,398,599

Less: Allowance for doubtful debts (2,232,350) (2,232,350)
Net 16,135,299 18,166,249
Trade receivables of the Group represent amounts receivable for the provision of express delivery services. The credit period granted to
customers ranges from 30 to 90 days (2008: 30 to 90 days).
Other receivables and prepaid expenses consist of:

2009 2008 2009 2008
RM RM RM RM
Other receivables 556,966 1,920,535 – –

Refundable deposits 933,442 620,955 1,500 5,000
Prepaid expenses 646,935 916,790 8,958 23,750

2,137,343 3,458,280 10,458 28,750
Included in other receivables of the Group is an amount of RM474,695 (2008: RM1,337,276) arising mainly from disposal of property, plant
and equipment in prior years and the delivery and installation of customised front-end management system software in prior years.
The board of directors is of the opinion that the fair value of this other receivable mentioned in the preceding paragraph is not expected
to differ significantly from the value that would eventually be received.
All receivables are denominated in Ringgit Malaysia.
84
17. RELATED PARTY TRANSACTIONS
Amount owing by a subsidiary company, which arose mainly from management fee receivable, transfer of property, plant and equipment
in prior years, unsecured advances and payments on behalf, is interest-free and repayable on demand.
During the financial year, significant related party transactions which are determined on a basis negotiated between the said parties, are
as follows:
The Group
2009 2008
RM RM
With related party, GDX Private Limited

Software training and maintenance services payable 879,000 777,000
The Company
2009 2008
RM RM
With subsidiary company, GD Express Sdn Bhd

Management fee receivable 180,000 180,000
18. SHARE CAPITAL
The Group and

The Company
2009 2008
RM RM
Authorised:
500,000,000 ordinary shares of RM0.10 each 50,000,000 50,000,000
Issued and fully paid:

257,186,038 ordinary shares of RM0.10 each 25,718,604 25,718,604

85
19. RESERVES

2009 2008 2009 2008
RM RM RM RM
Non-distributable:
Share premium 618,070 618,070 618,070 618,070
Translation reserve (56,488) (30,510) – –
Revaluation reserve 417,542 569,363 – –
979,124 1,156,923 618,070 618,070

Distributable:
Retained earnings 12,246,552 11,406,517 3,879,416 1,227,622
13,225,676 12,563,440 4,497,486 1,845,692
Share premium
Share premium arose from the following:
The Group and

The Company
2009 2008
RM RM
Public issue 7,000,000 7,000,000

Capitalisation for bonus issue (5,143,721) (5,143,721)
Share issue expenses (1,238,209) (1,238,209)
618,070 618,070
86
Translation reserve
Exchange differences arising from translation of foreign controlled entities are taken to the translation reserve as described in the
accounting policies.
Revaluation reserve
Revaluation reserve represents the surplus, net of deferred tax, arising from the revaluation of property, plant and equipment.
Retained earnings
Distributable reserves are those available for distribution as cash dividends.
The Finance Act 2007 introduced a single tier tax system with effect from the year of assessment 2008. Companies without Section 108
tax credits will automatically move to the single tier tax system on 1 January 2008 whilst companies with such tax credits are given an
irrevocable option to disregard the balance of the tax credit and switch over to the new system during the transitional period of six years.
All companies will be in the new system on 1 January 2014. Under the single tier tax system, tax on profits of companies is a final tax and
dividend distributed will be exempted from tax in the hands of the shareholders. The recipient of the dividend will not be able to claim any
tax credits as in the previous imputation system.
During the financial year, the Company has switched over to the single tier tax system.

87
20. HIRE-PURCHASE PAYABLES
The Group
2009 2008
RM RM
Total outstanding 5,201,600 5,530,964

Less: Interest-in-suspense (352,605) (381,687)
Principal outstanding 4,848,995 5,149,277
Less: Amount due within 12 months (shown under current liabilities) (2,714,260) (2,864,344)
Non-current portion 2,134,735 2,284,933
The non-current portion is payable as follows:
The Group
2009 2008
RM RM
Within 1 - 2 years 1,616,043 1,731,632

Within 2 - 5 years 518,692 553,301

2,134,735 2,284,933
The interest rates implicit in these hire-purchase obligations range from 5.50% to 7.81% (2008: 6.60% to 8.66%) per annum.
88
21. BORROWINGS - SECURED
The Group
2009 2008
RM RM
Islamic debt facilities – Al Bai Bithaman Ajil 3,193,338 4,240,123

Less: Amount due within 12 months (shown under current liabilities) (268,594) (520,643)

Non-current portion 2,924,744 3,719,480

The non-current portion is repayable as follows:
The Group
2009 2008
RM RM
Within 1 - 2 years 302,683 562,291

Within 2 - 5 years 1,030,304 1,206,383
Above 5 years 1,591,757 1,950,806

2,924,744 3,719,480
The Al Bai Bithaman Ajil Islamic debt facilities totalling RM3,500,000 (2008: RM5,300,000) are obtained from local licensed banks and bear
profit rates ranges from 6.27% to 7.18% (2008: 6.27% to 7.18%) per annum.
As of 30 June 2009, the Group and the Company have unutilised overdraft facilities totalling RM1,500,000 (2008: RM3,380,000) obtained from
local licensed banks. The overdraft facilities bear interest at rates ranging from 6.80% to 8.25% (2008: 6.80% to 8.25%) per annum.
The overdraft facilities together with the Islamic debt facilities are secured by the following:
(a) Building, investment property and leasehold land of certain subsidiary company as disclosed in Notes 11, 12 and 13 respectively;
(b) Joint and several guarantees by certain directors of the Company; and
(c) Fixed deposits of a subsidiary company amounting to RM300,000 (2008: RM345,000) and fixed deposits of the Company of RM308,000
(2008: RM308,000).

89
22. PROVISION FOR RETIREMENT BENEFITS

The Group
2009 2008
RM RM
At beginning of year – –
Charge to income statement (Note 7) 245,798 –

At end of year 245,798 –

Under this scheme, eligible employees on attainment of retirement age of 58, are entitled to a one time payment of retirement benefits,
which is computed based on a fixed amount for each year of the employee’s completed service with the Group. No actuarial valuation
has been performed as, in the opinion of the directors, it would involve expenses out of proportion to the value.
23. DEFERRED TAX LIABILITIES

The Group
2009 2008
RM RM
At beginning of year 81,700 7,640

Transfer from income statements (Note 9) 29,322 74,060
Arising from revaluation taken directly to equity 140,000 –

At end of year 251,022 81,700
The deferred tax liabilities represent the following:
Deferred Tax
(Assets)/Liabilities
The Group
2009 2008
RM RM
Tax effects of:

Temporary differences arising from:
Property, plant and equipment 218,417 422,033
Revaluation reserve 140,000 –
Unabsorbed capital allowances (107,395) (340,333)

251,022 81,700

The unabsorbed capital allowances, which subject to agreement by the tax authorities, are available for offset against future chargeable
income.
90
24. TRADE PAYABLES, OTHER PAYABLES AND ACCRUED EXPENSES
Trade payables comprise mainly amounts outstanding for services rendered by suppliers. The average credit period granted to the Group
is 30 days (2008: 30 days).

The currency exposure profile of trade payables is as follows:
The Group
2009 2008
RM RM
Ringgit Malaysia 3,129,935 2,571,065

Singapore Dollar 23,289 –
3,153,224 2,571,065
Other payables and accrued expenses consist of:

2009 2008 2009 2008
RM RM RM RM
Other payables 238,294 559,633 133,980 114,050

Accrued staff costs 1,733,076 595,852 – –
Service tax payable 644,522 617,305 – –
Accrued expenses 540,780 642,347 26,000 21,002

3,156,672 2,415,137 159,980 135,052
Included in other payables of the Group is an amount of RMNil (2008: RM244,317) owing to GDX Private Limited, a company incorporated
in the Republic of Singapore. Certain directors of the Company namely Mr. Teong Teck Lean and Mr. Leong Chee Tong are also directors
of the said company and have substantial financial interest.
All other payables are denominated in Ringgit Malaysia.

91
25. DIVIDENDS
The Group and

The Company
2009 2008
RM RM
Final dividend in respect of year ended 30 June 2008:

Dividend of 0.5%, less 25% tax (2008 : Nil) 96,446 –
Dividend of 4.5%, single tier tax exempt (2008 : Nil) 1,157,338 –

1,253,784 –
26. CASH AND CASH EQUIVALENTS

2009 2008 2009 2008
RM RM RM RM
Deposits with licensed banks 9,335,043 5,623,829 3,364,727 3,456,900

Cash and bank balances 1,949,918 528,397 73,619 27,618

11,284,961 6,152,226 3,438,346 3,484,518
Less: Non cash and cash equivalents:
Deposits pledged with licensed banks (Note 21) (608,000) (653,000) (308,000) (308,000)

10,676,961 5,499,226 3,130,346 3,176,518
Deposits with licensed banks earn interest at rates ranging from 1.8% to 3.1% (2008: 3.1% to 3.7%) per annum. Deposits with licensed
banks of the Group and of the Company have an average maturity term of 30 days (2008: 30 days).
92
27. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The operations of the Group are subject to a variety of financial risks, including foreign currency risk, interest rate risk, credit risk, liquidity
risk and cash flow risk. The Group has taken measures to minimise its exposure to risks and/or costs associated with the financing,
investing and operating activities.
(i) Foreign currency risk
The Group is exposed to currency risk as a result of foreign currency transactions arising from normal trading activities.
(ii) Interest rate risk
The Group is exposed to interest/profit rate risk through the impact of rate changes on deposits with licensed banks and interest
bearing borrowings. Interest rates of hire-purchase payables are fixed at the inception of the hire-purchase arrangements. The
interest/profit rates of the hire-purchase payables, bank borrowings and deposits with licensed banks are disclosed in Notes 20,
21, and 26 respectively.
(iii) Credit risk
The Group is exposed to credit risk mainly from trade and other receivables. The Group extends credit to its customers based upon
careful evaluation of the customers’ financial condition and credit history. The Group also ensures a large number of customers so
as to limit high credit concentration in a customer or customers from a particular market.
The Group’s exposure to credit risk in relation to its trade and other receivables, should all its receivables fail to perform their
obligations as of 30 June 2009, is the carrying amount of these receivables as disclosed in the balance sheets.
(iv) Liquidity risk
The Group practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities and to maintain
sufficient credit facilities for contingent funding requirement of working capital.
Management believes that the Group’s exposure on credit risk relating to deposits with licensed banks and bank balances are
limited as they are placed with credit worthy financial institutions.
(v) Cash flow risk
The Group reviews its cash flow position regularly to manage its exposure to fluctuations in future cash flows associated with its
monetary financial instruments.


93
Fair Values
The carrying amounts and the estimated fair values of the financial instruments of the Group as of 30 June 2009 are as follows:
The Group
2009 2008
Carrying Fair Carrying Fair
Amount Value Amount Value
RM RM RM RM
Financial Liabilities
Hire-purchase payables (Note 20) 4,848,995 5,008,590 5,149,277 5,248,411
Islamic debt facilities (Note 21) 3,193,338 3,321,233 4,240,123 4,500,449
Cash and cash equivalents, trade and other receivables, trade and other payables and inter-company indebtedness
The carrying amounts approximate fair values because of the short maturity period of these instruments.
Hire-purchase payables and Islamic debt facilities
The fair value of hire-purchase payables and Islamic debt facilities are estimated using discounted cash flow analysis based on current
borrowing/profit rates for similar type of borrowing/financing arrangements.
28. RENTAL COMMITMENTS
As of 30 June 2009, the Group has the following commitments in respect of rental of premises:
Future minimum
lease payments
The Group
2009 2008
RM RM
Within 1 year 2,480,740 2,297,797

Within 1 - 2 years 1,994,360 2,697,698
Within 2 - 5 years 157,810 –

4,632,910 4,995,495
94
29. CONTINGENT LIABILITIES - UNSECURED
As of 30 June 2009, the Group and the Company have the following contingent liabilities:

2009 2008 2009 2008
RM RM RM RM
Corporate guarantee given to a bank for hire-purchase facilities granted

to subsidiary companies – – 14,750,000 14,750,000
Corporate guarantee given to a supplier for credit facility granted
to a subsidiary company – – 50,000 50,000
Legal claims in respect of litigations filed by former business partners 1,474,422 1,474,422 – –
1,474,422 1,474,422 14,800,000 14,800,000
The directors of the Company, after consultation with the lawyers, are of the view that the potential liabilities in respect of the abovementioned
legal claims are not probable of realisation and, accordingly, the amounts have not been provided for in the financial statements.

95
Statement by Directors
The directors of GD EXPRESS CARRIER BERHAD state that, in their opinion, the accompanying balance sheets and the income statements,
statements of changes in equity and cash flow statements are drawn up in accordance with the provisions of the Companies Act, 1965 and
Financial Reporting Standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as of 30 June
2009 and of the results of their businesses and the cash flows of the Group and of the Company for the year ended on that date.
Signed in accordance with

a resolution of the Directors,
TEONG TECK LEAN LEONG CHEE TONG
Kuala Lumpur,
28 October 2009
Declaration by the Director Primarily Responsible

for the Financial Management of the Company
I, LEONG CHEE TONG, the director primarily responsible for the financial management of GD EXPRESS CARRIER BERHAD, do solemnly and
sincerely declare that the accompanying balance sheets and the income statements, statements of changes in equity and cash flow statements,
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.
LEONG CHEE TONG
Subscribed and solemnly declared by the

abovenamed LEONG CHEE TONG at
KUALA LUMPUR this 28th day of
October, 2009.
Before me,
COMMISSIONER FOR OATHS
96
Analysis of Shareholdings
as at 22 October 2009
Authorised Share Capital : RM 50,000,000.00

Issued and Paid-Up Share Capital : RM25,718,603.80 comprising 257,186,038 Ordinary Shares of RM0.10 each.
Class of Shares : Ordinary Shares of RM0.10 each
Voting Rights : One (1) vote per Shareholder on a show of hands
: One (1) vote per Ordinary Share on a poll.
DISTRIBUTION OF SHAREHOLDINGS
NO OF NO OF
HOLDINGS HOLDERS % SHARES %
Less than 100 31 2.710 1,412 0.000

100 - 1,000 705 61.626 93,087 0.036
1,001 - 10, 000 218 19.056 1,011,950 0.393
10, 001 - 100,000 108 9.440 4,003,400 1.557
100,001 to less than 5% of issued shares 77 6.731 92,987,193 36.156
5% and above of issued shares 5 0.437 159,088,996 61.858
TOTAL 1,144 100.000 257,186,038 100.000
INFORMATION ON DIRECTORS’ SHAREHOLDING AS AT 22 OCTOBER 2009
DIRECT INTEREST INDIRECT INTEREST

NO. OF NO. OF
NO. NAME OF DIRECTORS SHARES % SHARES %
1 DATO’ CAPT. AHMAD SUFIAN @ QURNAIN BIN ABDUL RASHID 4,050,000 1.58 5,142,000 (a) 1.99
2 TEONG TECK LEAN 37,500 0.02 137,551,496 (b) 53.48
3 LEONG CHEE TONG 11,288,743 4.39 – –
4 LAU WING TAT 21,537,500 8.37 – –
5 KONG HWAI MING 9,413,050 3.66 3,650,000 (c) 1.42
6 NOLEE ASHILIN BINTI MOHAMMED RADZI – – – –
7 LIEW HENG HENG 125,000 0.05 – –
TOTAL 46,451,793 18.06 146,343,496 56.89
(a) Deemed interest by virtue of his substantial shareholdings in Essem Capital Sdn Bhd (2,500,000 ordinary shares), his spouse, Mardiana binti Mohamed
Zain’s shareholdings in the Company (2,625,000 ordinary shares) and his daughter, Suffrianna binti Ahmad Sufian’s shareholdings in the Company (17,000
ordinary shares).
(b) Deemed interest by virtue of his and his spouse, Wang Herng Tsuey, substantial shareholdings in GD Express Holdings (M) Sdn Bhd (83,801,496 ordinary
shares) and GD Holdings International Limited (53,750,000 ordinary shares).
(c ) Deemed interest by virtue of his spouse, Loi Siew Hoong’s shareholdings in the Company.

97
Analysis of Shareholdings as at 22 October 2009 cont’d
INFORMATION ON SUBSTANTIAL SHAREHOLDERS ( 5 % AND ABOVE)

DIRECT INTEREST INDIRECT INTEREST
NO. OF NO. OF
NO. NAME OF SHAREHOLDERS SHARES % SHARES %
1 TEONG TECK LEAN 37,500 0.02 137,551,496 (a) 53.48

2 GD EXPRESS HOLDINGS (M) SDN BHD 83,801,496 32.58 – –
3 GD HOLDINGS INTERNATIONAL LIMITED 53,750,000 20.90 – –
4 LAU WING TAT 21,537,500 8.37 – –
5 KONG HWAI MING 9,413,050 3.66 3,650,000 (b) 1.42

(a) Deemed interest by virtue of his and his spouse, Wang Herng Tsuey, substantial shareholdings in GD Express Holdings (M) Sdn Bhd (83,801,496 ordinary
shares) and GD Holdings International Limited (53,750,000 ordinary shares).
(b) Deemed interest by virtue of his spouse, Loi Siew Hoong’s shareholdings in the Company.
TOP THIRTY (30) SHAREHOLDERS AS AT 22 OCTOBER 2009

NO NAME SHARES %
1 GD EXPRESS HOLDINGS (M) SDN BHD 54,855,946 21.33

2 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 33,900,000 13.18
EXEMPTE AN FOR MERILL LYNCH PIERCE FENNER & SMITH
INCORPORATED (LOCAL RESIDENT)

3 CIMBGROUP NOMINEES (TEMPATAN) SDN BHD 28,945,550 11.25
TEONG TECK LEAN FOR GD EXPRESS HOLDINGS (M) SDN BHD

4 LAU WING TAT 21,537,500 8.37

5 GD HOLDINGS INTERNATIONAL LIMITED 19,850,000 7.72

6 DING AH DIEH @ DING PIK CING 9,091,050 3.53

7 LEONG CHEE TONG 8,211,327 3.19

8 KONG HWAI MING 6,250,000 2.43

9 DING MEI SIANG 5,790,000 2.25

10 OSK NOMINEES (TEMPATAN) SDN BHD 5,102,900 1.98
KWOK NGUK MOOI

11 AGNES CHAN WAI CHING 4,984,525 1.94

12 AHMAD SUFIAN @ QURNAIN BIN ABDUL RASHID 4,050,000 1.57
98
Analysis of Shareholdings as at 22 October 2009 cont’d
NO NAME SHARES %
13 OSK NOMINEES (ASING) SDN BHD 3,814,100 1.48

CHENG KWEE KIANG

14 LOI SIEW HOONG 3,650,000 1.42

15 HDM NOMINEES (ASING) SDN BHD 3,163,050 1.23
PHILLIP SECURITIES TE LTD FOR KONG HWAI MING

16 CIMB GROUP NOMINEES (ASING) SDN BHD 3,077,416 1.20
PLEDGED SECURITIES ACCOUNT FOR LEONG CHEE TONG

17 MARDIANA BINTI MOHAMED ZAIN 2,625,000 1.02

18 ESSEM CAPITAL SDN BHD 2,500,000 0.97

19 CHIA PHAY CHENG 2,476,650 0.96

20 HDM NOMINEE (ASING) SDN BHD 2,291,250 0.89
OUB KAY HIAN PTE LTD FOR LEOW GEOK HONG

21 YAP KIAN PENG 1,817,750 0.71

DBS VICKERS SECS (S) PTE LTD FOR TAN PIAK HWEE ANTHONY

23 MA YUK PING WINNIE 1,331,250 0.52

24 TEE CHERN JYU 1,165,000 0.45

25 CHAN MOON FOOK 1,087,500 0.42

26 CITIGROUP NOMINEE (ASING) SDN BHD 1,055,375 0.41
EXEMPT AN FOR MERRILL LYNCH PIERCE FENNER & SMITH
INCORPORATED (FOREIGN)

UOB KAY HIAN PTE LTD FOR SOONG SIEW LI

28 HDM NOMINEE (ASING) SDN BHD 829,200 0.32
PHILLIP SECURITIES PTE LTD FOR LAU CHEN HONG

29 CHEW KOK SIANG 801,725 0.31

30 KENANGA NOMINEES (TEMPATAN) SDN BHD 760,200 0.30
EXEMPT AN FOR PHILLIP SECURITIES PTE LTD (CLIENT ACCOUNT)

TOTAL 237,756,964 92.45

99
Group Property Particulars
Listed below are the particulars of the property referred to in Note 11 and 12 to the Financial Statements.
No. Location of Property Description / Approximate Approximate Net Book Value Date of
Existing Use Land Area Tenure Age of Building as at Revaluation
(sq. ft.) (years) 30.6.2009
(1) 21, Jalan Tandang Land with 29,757 99 years 44 years 2,750,000 30 June 2009
46050 Petaling Jaya, temporary lease expiring
Selangor structures 6 Nov 2057
(2) 19, Jalan Tandang Corporate 61,909 99 years 36 years 5,979,214 20 June 2008
46050 Petaling Jaya, Head Office and lease expiring
Selangor Distribution Hub 13 Aug 2056
100
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Sixth Annual General Meeting of the Company will be held at Bukit Kiara Resort Berhad, Jalan Bukit Kiara,
Off Jalan Damansara, 60000 Kuala Lumpur on Thursday, 10 December 2009 at 10.00 a.m., to transact the following businesses:-
AGENDA
As Ordinary Business:-
1. To receive the Audited Financial Statements of the Company and of the Group and the Reports of the Directors (Please refer to
and the Auditors thereon for the financial year ended 30 June 2009. Explanatory Note 1)

2. To approve the payment of a final single tier dividend of 5% and a special single tier dividend of 5% in respect of (Resolution 1)
the financial year ended 30 June 2009.

3. To approve Directors’ fees for the financial year ended 30 June 2009. (Resolution 2)
4. To re-elect the following Directors who retire pursuant to Article 104 of the Company’s Articles of Association:

4.1 Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid (Resolution 3)
4.2 YB Nolee Ashilin Binti Mohammed Radzi (Resolution 4)
5. To re-appoint Messrs. Deloitte KassimChan as Auditors of the Company and to authorise the Board of Directors (Resolution 5)
to fix their remuneration.

As Special Business:-
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions: -

6. Authority To Issue Shares Pursuant To Section 132D Of The Companies Act, 1965 (Resolution 6)
“THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals
of the relevant regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of
the Companies Act, 1965, to issue new ordinary shares in the Company from time to time and upon such terms
and conditions to such persons and for such purposes as the Directors may, in their absolute discretion, deem fit,
PROVIDED THAT the aggregate number of new ordinary shares to be issued pursuant to this resolution does not
exceed ten per centum (10%) of the total issued share capital of the Company and that such authority shall unless
revoked or varied by an ordinary resolution by the shareholders of the Company in general meeting commence upon
the passing of this resolution until the conclusion of the next Annual General Meeting of the Company AND THAT
the Directors are further authorised to do all such things and upon such terms and conditions as the Directors may
deem fit and expedient in the best interest of the Company to give effect to the issuance of new ordinary shares
under this resolution including making such applications to Bursa Malaysia Securities Berhad for the listing of
and quotation for the new ordinary shares to be issued pursuant to this resolution.”

101
Notice of Annual General Meeting cont’d
7. Proposed Renewal Of Shareholders’ Mandate For Recurrent Related Party Transactions Of A Revenue Or Trading (Resolution 7)
Nature (“Proposed Renewal Of Shareholders’ Mandate”)
“THAT approval be and is hereby given to the Company and its subsidiaries (“GDEX Group”) to enter into and give
effect to the specific recurrent related party transactions of a revenue or trading nature and with the specified
classes of related parties as specified in Section 2.4 of the circular to the shareholders of GDEX dated 18 November
2009, provided that :-
(a) such arrangements and/or transactions are necessary for the GDEX Group’s day-to-day operations;
(b) such arrangements and/or transactions undertaken are in the ordinary course of business, at arm’s length
basis and on normal commercial terms which are not more favourable to the related parties than those
generally available to the public;
(c) such arrangements and/or transactions are not detrimental to the minority shareholders of the Company;
and
(d) the disclosure is made in the annual report on the aggregate value of transactions conducted pursuant to
the shareholders’ mandate during the financial year in relation to:-
(i) the related transacting parties and their respective relationship with the Company; and
(ii) the nature of the recurrent transactions.
AND THAT such authority shall continue to be in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting
at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the said
AGM, the authority is renewed; or
(b) the expiration of the period within which the next AGM after that date is required to be held pursuant to
Section 143(1) of the Companies Act, 1965 (but will not extend to such extension as may be allowed pursuant
to Section 143(2) of the Companies Act, 1965); or
(c) 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 do all such acts and
things (including executing such documents as may be required) to give effect to the transactions contemplated
and/or authorized by this Ordinary Resolution.”

8. To transact any other business that may be transacted at an annual general meeting of which due notice shall
have been given in accordance with the Companies Act, 1965 and the Articles of Association of the Company.

102
DATE OF ENTITLEMENT AND PAYMENT OF FINAL AND SPECIAL DIVIDEND

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the members at the Sixth Annual General Meeting to be held on 10 December
2009, a final single tier dividend of 5% and a special single tier dividend of 5% in respect of the financial year ended 30 June 2009, if approved,
will be paid on 11 January 2010 to Depositors whose names appear in the Record of Depositors on 29 December 2009.
A depositor shall qualify for entitlement to the dividend only in respect of:-
(a) Securities transferred into the Depositor’s Securities Account before 4.00 p.m. on 29 December 2009 in respect of transfers; and
(b) Securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities
Berhad.
BY ORDER OF THE BOARD

GD EXPRESS CARRIER BERHAD
WONG WEI FONG (MAICSA 7006751)

LIM LEE KUAN (MAICSA 7017753)
Company Secretaries
Kuala Lumpur
18 November 2009

103
Notes:
i. For the purpose of determining a member who shall entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in
accordance with Article 60(1) of the Company’s Articles of Association and Section 34(l) of the Securities Industry (Central Depositories) Act, 1991 to issue
a General Meeting Record of Depositors as at 3 December 2009. Only a depositor whose name appears on the Record of Depositors as at 3 December
2009 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
ii. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need
not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(a) and (b) of
the Companies Act, 1965 shall not apply to the Company.
iii. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least
one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company.
iv. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, If the appointer is a
corporation, the proxy form must be executed under its Common Seal or under the hand of an officer or attorney duly authorised.
v. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented
by each proxy.
vi. The instrument appointing a proxy must be deposited at the registered office of the Company i.e. Level 18, The Gardens North Tower, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting i.e on or before 10.00 a.m., Tuesday,
8 December 2009 or any adjournment thereof.
Explanatory Notes :-
1. Item 1 of the Agenda
The Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal
approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
The proposed adoption of the Ordinary Resolution No. 6 is primarily to give flexibility to the Board of Directors to issue shares to such
persons at any time in their absolute discretion without convening a general meeting. This authorisation will expire at the conclusion of
the next Annual General Meeting of the Company.
This is the renewal of the mandate obtained from the members at the last Annual General Meeting (“the previous mandate”). The previous
mandate was not utilised and accordingly no proceeds were raised.
The proposed adoption of the Ordinary Resolution 7 is to renew the Shareholders’ Mandate granted by the shareholders of the Company
at the Fifth Annual General Meeting held on 4 December 2008. The proposed renewal of the Shareholders’ Mandate will enable the Group
to enter into the Recurrent Related Party Transactions of a Revenue or Trading Nature which are necessary for the Group day-to-day
operations, subject to the transactions being in the ordinary course of business and on normal commercial terms which are not more
favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of
the Company.
For further information, please refer to the Circular to Shareholders of the Company dated 18 November 2009.
104
Statement Accompanying
Notice of Annual General Meeting
1. Directors standing for re-election at the Sixth Annual General Meeting

The Directors who retire pursuant to Article 104 of the Company’s Articles of Association and seeking re-election are as follows:-
(1) Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid

(2) YB Nolee Ashilin Binti Mohammed Radzi
2. Details of Directors standing for re-election

Details of the abovementioned Directors seeking for re-election are set out in the Directors’ profile on page 19 to 21 of the Annual
Report.
3. Attendance of Directors at Board Meetings

Five (5) Board meetings were held in the financial year ended 30 June 2009. Details of the attendance of Directors at the Board meetings
are disclosed in the Statement on Corporate Governance on page 30 of the Annual Report.
4. Date, Time and Place of the Sixth Annual General Meeting

The Sixth Annual General Meeting of the Company will be held:-
Date : Thursday, 10 December 2009

Time : 10.00 a.m.
Place : Bukit Kiara Resort Berhad
Jalan Bukit Kiara
Off Jalan Damansara
60000 Kuala Lumpur

105
(This page has been intentionally left blank)
GD EXPRESS CARRIER BERHAD
Company No. 630579-A
(Incorporated in Malaysia)
FORM OF PROXY
Number of Shares Held
CDS Account No.
*I/We____________________________________________________________________ (Full Name in Block Letters) NRIC/Passport

No._________________________________ of_ ______________________________________________________ (Address) being a
member / members of GD Express Carrier Berhad hereby appoint *Mr/Ms_____________________________________NRIC/Passport
No._______________________________________of_________________________________________________ (the next name and
address should be completed where it is desired to appoint two/more proxies) *Mr/Ms_______________________________________
NRIC/Passport No. __________________________________of_________________________________________________________
or failing *him/*them, the Chairman of the Meeting as *my/our *proxy/proxies to attend and vote for *me/us on *my/our behalf at the
Sixth Annual General Meeting of the Company to be held at Bukit Kiara Resort Berhad, Jalan Bukit Kiara, Off Jalan Damansara, 60000
Kuala Lumpur on Thursday, 10 December 2009 at 10.00 a.m. and at any adjournment thereof.
*I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the meeting as indicated hereunder. If no
specific direction as to voting is given or in the event of any item arising not summarized below, *my/our *proxy/proxies may vote or
abstain from voting at his/her discretion.
No. Resolutions For# Against#
1. To approve the payment of a final single tier dividend of 5% and a special single tier dividend
of 5% in respect of the financial year ended 30 June 2009.

2. To approve Directors’ fees for the financial year ended 30 June 2009.

3. To re-elect Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid who retires pursuant to
Article 104 of the Company’s Articles of Association, and being eligible, has offered himself
for re-election.

4. To re-elect YB Nolee Ashilin Binti Mohammed Radzi who retires pursuant to Article 104 of the
Company’s Articles of Association, and being eligible, has offered herself for re-election.

5. To re-appoint Messrs. Deloitte KassimChan as Auditors of the Company and to authorise the
Board of Directors to fix their remuneration.

6. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.

7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of
a Revenue or Trading Nature.

# Please indicate your vote “For” or “Against” with an “X” within the box provided.
* Delete if not applicable
Signed this_______________ day of__________ 2009. ___________________________________

Signature/Common Seal of Shareholder(s)
Notes:
i. For the purpose of determining a member who shall entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 60(1) of the
Company’s Articles of Association and Section 34(l) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 3 December 2009. Only a
depositor whose name appears on the Record of Depositors as at 3 December 2009 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
ii. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company and a
member may appoint any person to be his proxy without limitation and the provisions of Section 149(a) and (b) of the Companies Act, 1965 shall not apply to the Company.
iii. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each
securities account it holds which is credited with ordinary shares of the Company.
iv. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, If the appointer is a corporation, the proxy form must be
executed under its Common Seal or under the hand of an officer or attorney duly authorised.
v. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
✄
vi. The instrument appointing a proxy must be deposited at the registered office of the Company i.e. Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur
not less than forty-eight (48) hours before the time for holding the meeting i.e on or before 10.00 a.m., Tuesday, 8 December 2009 or any adjournment thereof.
Please fold here
Stamp
The Company Secretary

GD EXPRESS CARRIER BERHAD (630579-A)
Level 18
The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
MALAYSIA
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Directors Profile cont’d

Kong Hwai Ming Nolee Ashilin binti Mohammed Radzi

Singaporean aged 49 Malaysian aged 34

She was appointed to the board on 8 February 2005. She graduated

GD Express Carrier Berhad Annual Report 2009

Standing from left to right

Poh Aik Szooi • Tiang Chen Chen • Lisa Chan •

Cheng Kee Leong Wong Eng Su

GD Express Carrier Berhad Annual Report 2009

Kwok Nguk Mooi Marmizahsalwa Ahmad Tarmizi

He has a Diploma in Business Management from Tafe College. Stella J. Khan

GD Express Carrier Berhad Annual Report 2009

The Importance of Corporate Governance

1.1 Role and Responsibilities

1.2 Board Composition and Independence

• One Independent Non- Executive Chairman

1.3 Board Balance and Effectiveness

1.4 Board Meetings

GD Express Carrier Berhad Annual Report 2009

1.6 Re-election of Directors

1.7 Board Committees

1.7.1 Audit Committee

1.7.2 Combined Nomination and Remuneration Committee

The Committee shall consist of at least three members.

GD Express Carrier Berhad Annual Report 2009

1.8 Supply of Information

1.9 Directors’ Training

• Leading Teams In Action

GD Express Carrier Berhad Annual Report 2009

3. Investors Relations & Shareholders Communication

3.1 Investor Relations

Corporate Disclosure Policy and Procedures (CDPP)

Scope and application of the CDPP

Corporate Disclosure Committee (CDC)

• Functions and responsibilities:

Corporate Disclosure Manager (CDM)

• Functions and responsibilities of the CDM shall include:

GD Express Carrier Berhad Annual Report 2009

3.3 Annual General Meeting

4. Accountability and Audit

4.1 Financial Reporting

4.2 Internal Control

4.3 Relationship with Auditors

4.4 Compliance Statement

Dato’ Capt. Ahmad Sufian@Qurnain bin Abdul Rashid

GD Express Carrier Berhad Annual Report 2009

Additional Compliance Information

2. Recurrent Related Party Transaction of Revenue or Trading Nature

Interested Directors/ Actual Value

Provision of software GDTech GDX Teong Teck Lean 294,000

Provision of software GDSB GDX Teong Teck Lean 585,000

4. Options, Warrants or Convertible Securities

5 Depository Receipt Programme

6 Imposition of Sanctions and / or Penalties

8 Profit Estimate, Forecast or Projections

10 Revaluation Policy on Landed Properties

12. Employees’ Share Option Scheme

GD Express Carrier Berhad Annual Report 2009

The following terms of reference of Audit Committee were adopted :