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Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco

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Page 1: Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco
Page 2: Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco

THE WORLD IS OUR MARKETTOP GLOVE EXPORTS TO MORETHAN 185 COUNTRIES WORLDWIDE

NORTH AMERICA

LATINAMERICA

NORTH AMERICA

1 Canada2 Puerto Rico3 USA

LATIN AMERICA

4 Aruba5 Argentina6 Bahamas7 Barbados8 Belize9 Benin10 Bolivia11 Brazil12 Chile13 Colombia14 Costa Rica15 Cuba16 Dominica17 Dominican Republic18 Ecuador19 El Salvador20 French Guiana21 Grenada22 Guatemala23 Guyana24 Haiti25 Honduras26 Jamaica27 Mexico

28 Nicaragua29 Panama30 Paraguay31 Peru32 Suriname33 Trinidad & Tobago34 Uruguay35 Venezuela

EUROPE

36 Albania37 Andorra38 Armenia39 Austria40 Azerbaijan41 Belarus42 Belgium43 Bosnia Herzegovina44 Bulgaria45 Canary Islands46 Croatia47 Cyprus48 Czech Republic49 Denmark50 Estonia51 Finland52 France53 Georgia54 Germany

55 Greece56 Hungary57 Iceland58 Ireland59 Italy60 Kosovo61 Latvia62 Lithuania63 Luxembourg64 Macedonia, FYR65 Malta66 Moldova67 Montenegro68 Netherlands69 Northern Ireland70 Norway71 Poland72 Portugal73 Romania74 Russia75 Slovakia76 Slovenia77 Spain78 Sweden79 Switzerland80 Turkey81 Ukraine82 United Kingdom83 Vatican City

MIDDLE EAST

84 Bahrain85 Egypt86 Iran87 Iraq88 Israel89 Jordan90 Kuwait91 Lebanon92 Oman93 Palestine94 Qatar95 Saudi Arabia96 Syria97 UAE98 Yemen

Page 3: Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco

EUROPE

AFRICA

MIDDLEEAST

ASIA

OCEANIA

AFRICA

99 Algeria100 Angola101 Benin102 Botswana103 Burkina Faso104 Burundi105 Cameroon106 Cape Verde107 Central African

Republic108 Chad109 Comoros110 Congo111 Djibouti112 Equatorial Guinea113 Eritrea114 Ethiopia115 Gabon116 Gambia117 Ghana118 Gibraltar119 Guinea120 Ivory Coast

121 Kenya122 Lesotho123 Liberia124 Libya125 Madagascar126 Malawi127 Mauritius128 Morocco129 Mozambique130 Namibia131 Niger132 Nigeria133 Rwanda134 Senegal135 Sierra Leone136 Somalia137 South Africa138 Sudan139 Swaziland140 Tanzania141 Togo142 Tunisia143 Uganda144 Zambia145 Zimbabwe

ASIA

146 Afghanistan147 Bangladesh148 Bhutan149 Brunei150 Cambodia151 China152 East Timur153 Hong Kong154 India155 Indonesia156 Japan157 Kazakhstan158 Korea159 Laos160 Macau161 Malaysia162 Mongolia163 Myanmar164 Nepal165 New Caledonia166 Pakistan167 Philippines168 Singapore

169 Sri Lanka170 Taiwan171 Thailand172 Tajikistan173 Turkmenistan174 Uzbekistan175 Vietnam

OCEANIA

176 Australia177 Christmas Island178 Fiji179 Guam180 Micronesia,

Federated181 New Zealand182 Papua New Guinea183 Samoa184 Solomon Islands185 Vanuatu

1Annual Report 2011

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VISION

We strive to be the world’s leading manufacturerwith excellent quality glove products and servicesthat enrich and protect human lives.

QUALITY POLICY

• Quality and productivity are our business• Continuous improvement and innovation are

our duties• Towards zero defect is our target

MISSION

To be a world class glove manufacturerproviding top quality products with excellentservices through continuous improvement andinnovation.

BUSINESS ETHICS

• Honesty• Integrity• Transparency

CORPORATE VALUES

• Global customer satisfaction• Do it right first time and every time• Integrity and total commitment• Excellence in quality and competitiveness• Environmental friendly and social

responsibilities

OUR BUSINESS RULESFOR THE COMPANY ARE:

• Do not lose your shareholders’ money;• Do not lose your health;• Do not lose your temper; and• Do not lose your customers.

Tan Sri Dato Sri Lim, Wee-ChaiChairman of Top Glove Corporation Berhad

CORPORATE VISION AND MISSION

2 Top Glove Corporation Berhad

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MALAYSIA

OUR BUSINESSGLOBAL PRESENCE

THAILAND

CHINA

USA

GERMANY

SINGAPORE

CAMBODIA

CONTENTS

Export MarketsCorporate Vision and MissionContentsCorporate StructureInternational Quality Awards & CertificationsCorporate InformationBoard of DirectorsDirectors’ ProfileSenior Management TeamSix Years Group Financial ReviewEnhancing Shareholders’ ValueLetter to Stakeholders(English, Bahasa Malaysia & Mandarin)Corporate Social Responsibility StatementTop Glove Corporate SongCorporate Governance StatementStatement on Internal ControlAudit Committee ReportFinancial Statementsfor the Year Ended 31 August 2011List of PropertiesAnalysis of ShareholdingsNotice of AGMForm of Proxy

Page

12345678

13141516

293233404145

123129132135

3Annual Report 2011

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CORPORATE STRUCTURE

4 Top Glove Corporation Berhad

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New Levels of Excellence

INTERNATIONAL QUALITY AWARDS AND CERTIFICATIONS

5Annual Report 2011

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CORPORATE INFORMATION

BOARD OF DIRECTORS

Tan Sri Dato Sri Lim, Wee-ChaiChairman

Tan Sri Dato’ Seri Arshad Bin AyubIndependent Non-Executive Director

Tan Sri Dato’ Dr. Lin See YanIndependent Non-Executive Director

Lee Kim MeowManaging Director

Puan Sri Tong Siew BeeExecutive Director

Lim Hooi SinExecutive Director

Lim Cheong GuanExecutive Director

Sekarajasekaran a/l ArasaratnamIndependent Non-Executive Director

Lim Han BoonIndependent Non-Executive Director

REGISTERED & CORPORATE OFFICE

A-11-01, Empire Subang OfficeJalan SS16/1, 47500 Subang JayaSelangor D.E., Malaysia.Tel : +603-5022 2110Fax : +603-5022 2113

E-mails : (i) [email protected](ii) [email protected](iii) [email protected](iv) [email protected]

Website : www.topglove.com.my

COMPANY SECRETARIES

Chua Siew Chuan(MAICSA No: 0777689)

Chin Mun Yee(MAICSA No: 7019243)

Ngian Yoke Fung(MAICSA No: 7049093)

REGISTRAR

Securities Services (Holdings) Sdn BhdLevel 7, Menara Milenium,Jalan Damanlela, Pusat Bandar Damansara,Damansara Heights, 50490 Kuala Lumpur, MalaysiaTel : +603-2084 9000Fax : +603-2094 9940 / 2095 0292

AUDITORS

Ernst & Young Chartered Accountants,Lot 1, 6th Floor, Menara Pertam, Jalan BBP 2, Taman Batu Berendam Putra,Batu Berendam, 75350 Melaka, Malaysia

STOCK EXCHANGE LISTING

Main Market of Bursa Malaysia Securities BerhadStock Code : 7113Stock Name : TOPGLOV

ADR Programme (Depository Receipt Programme), USAADR Symbol : TGLVY

PRINCIPAL BANKERS

• Bank of China Limited• China Construction Bank Corporation• CIMB Bank Berhad• Deutsche Bank (Malaysia) Berhad• Hong Leong Bank Berhad• HSBC Bank Malaysia Berhad• Malayan Banking Berhad• OCBC Bank (China) Limited• Public Bank Berhad• Standard Chartered Bank Malaysia Berhad• Thai Military Bank Public Company Limited• United Overseas Bank (China) Ltd

SOLICITORS

• Messrs Ganendrah & Associates• Messrs Jeevaretnam & Co.• Messrs Ranjit Singh & Yeoh• Messrs Shook Lin & Bok• Messrs Soo Thien Ming & Nashrah

6 Top Glove Corporation Berhad

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1 Tan Sri Dato Sri Lim, Wee-Chai2 Tan Sri Dato’ Seri Arshad Bin Ayub3 Puan Sri Tong Siew Bee4 Lee Kim Meow

5 Tan Sri Dato’ Dr. Lin See Yan 6 Sekarajasekaran a/l Arasaratnam7 Lim Cheong Guan8 Lim Hooi Sin9 Lim Han Boon

Our Business Direction is:

“To Produce Consistently High Quality Gloves at Efficient Low Cost”

BOARD OF DIRECTORS

9 6 5 2 1 3 4 7 8

7Annual Report 2011

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DIRECTORS’ PROFILE

Aged 53, a Malaysian citizen, was appointed as the Chairmanof Top Glove Corporation Bhd on 4 September 2000. He isalso the founder of Top Glove Group of Companies which wasestablished in 1991 and was listed on Bursa MalaysiaSecurities Berhad on 27 March 2001.

Tan Sri Lim graduated with a Bachelor of Science Degree withHonours in Physics in 1982 from University Malaya, andobtained his Master of Business Administration in 1985 fromSul Ross State University in Texas, United States.

Tan Sri Lim brings a wealth of experience in the marketing ofconsumers’ products whilst he was the Sales Manager of asubsidiary company of OYL Industries Bhd. In 1991, Tan SriLim founded Top Glove Sdn Bhd, a rubber glove manufacturingand trading business which started with only three productionlines. Under Tan Sri Lim’s visionary stewardship, Top Glove hassince grown to be the world’s largest rubber glovemanufacturer, capturing about 26% of the world market share.As at October 2011, the company owns and operates 22factories with a total of 411 production lines in Malaysia,Thailand and China. These factories have a production capacityof 37 billion pieces of gloves per annum, to meet the demandof over 1,000 customers in more than 185 countries.

Tan Sri Lim has been actively involved in many glove industryrelated associations and organisations in Malaysia. He servedas the President of the Malaysian Rubber Glove Manufacturers’Association (MARGMA) from 1997-1999. Prior to that, heserved as the Vice-President, Honorary Secretary andTreasurer of MARGMA for the past seven years. In addition, hewas also the Director of the Association of Malaysia MedicalIndustries (AMMI) and Board Member of the Malaysia RubberBoard in 1998 and 1999. In view of Tan Sri’s vast experience inmanufacturing and global business, he was elected as aCouncil Member of the Federation of Malaysian Manufacturers(FMM) in 2010 and in 2011, appointed as Council Member ofThe East Asia Business Council (EABC) by the Minister ofInternational Trade and Industry Malaysia.

On 4 December 2004, Tan Sri Lim Wee Chai was named andawarded the highly prestigious accolade, Master and Country

Entrepreneur of Malaysia for the Year 2004, by Messrs Ernstand Young. With this award, Tan Sri Lim represented Malaysiain Monte Carlo, Monaco for the World Entrepreneur of The Yearcontest on 28 May 2005. On 2 June 2007, he was awardedthe Darjah Kebesaran Panglima Setia Mahkota (P.S.M.) awardwhich carries the title “Tan Sri” from Duli Yang Maha Mulia SeriPaduka Baginda Yang di-Pertuan Agong (The King ofMalaysia).

On 30 November 2007, Tan Sri Lim was awarded the SMEPlatinum Award 2007, an award that was accorded to him inview of his achievement and success in growing a small glovemanufacturer to a World’s Largest Manufacturer. On 23 July2008, Tan Sri Lim was awarded the prestigious accoladeEntrepreneur of the year 2008 of the Asia PacificEntrepreneurship Awards 2008 by Enterprise Asia whichrecognizes successful entrepreneur in the Asia Pacific region.

Tan Sri Lim’s business rules for the Company are:-

i) Do not lose your shareholders’ money;ii) Do not lose your health;iii) Do not lose your temper; andiv) Do not lose your customers.

Tan Sri Lim has strongly practiced the business direction of “To Produce Consistently High Quality Gloves at Efficient LowCost” and to remind all staff and workers to ensure continuousimprovement in Quality and Efficiency in line with Companytagline of “Top Glove, Top Quality, Top Efficiency, Good Health,Safety First & Be Honest”.

Tan Sri Lim Wee Chai is the spouse of Puan Sri Tong Siew Beeand the brother of Mr Lim Hooi Sin, both are the Directors andSubstantial Shareholders of the Company. He is also thebrother of Ms Lim Quee Choo, a Substantial Shareholder ofthe Company. He is also a Chairman to the Board of Trustee forTop Glove Foundation.

He has no conflict of interest with the Company and has notbeen convicted of any of fences within the past ten (10) yearsother than traffic offences, if any.

Tan Sri Dato Sri Lim, Wee-ChaiChairman of Top Glove Corporation Berhad

8 Top Glove Corporation Berhad

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DIRECTORS’ PROFILE (cont’d)

Aged 83, a Malaysian citizen, was appointed as an IndependentNon-Executive Director of Top Glove Corporation Bhd on 4September 2000.

He graduated with a Diploma in Agriculture from College ofAgriculture, Serdang, Selangor in 1954 and later obtained aBachelor of Science (Hons.) Economics and Statistics fromUniversity of Wales, Aberystwyth, United Kingdom in 1958. In 1964,he obtained a postgraduate Diploma in Business Administrationfrom Management Development Institute (IMEDE), Lausanne,Switzerland.

Tan Sri Arshad has had a distinguished career in the Malaysian CivilService, have held various senior position in various Ministries in theMalaysian Government from 1958 till 1983, including serving asDeputy Governor of Bank Negara Malaysia (1975 – 1977), DeputyDirector General in the Economics Planning Unit of the PrimeMinister’s Department (1977 – 1978) and as Secretary General inthe Ministry of Primary Industries (1978), Ministry of Agriculture(1979 – 1981) and Ministry of Land and Regional Development(1981 – 1983). He was a Member of Justice Harun’s SalariesCommission for statutory bodies.

Arshad sits on the Board of Directors of several public listedcompanies. He is a Chairman of Malayan Flour Mills Bhd, LBICapital Berhad and Tomypak Holdings Berhad. He is a Director ofKulim (M) Berhad and Sindora Berhad.

Arshad also sits on the Board of Directors on several privatecompanies. He is a Chairman of PFM Capital Holdings Sdn Bhd,Ladang Moccis Sdn Bhd, Amanahraya Investment Bank Ltd,AmanahRaya Capital Group Sdn Bhd and Zalaraz Sdn Bhd ( afamily company). He sits as Director of Bistari Johor Berhad, LandRover (M) Sdn Bhd, Bata (M) Sdn Bhd, AmanahRaya InvestmentMangement Sdn Bhd and Nakagawa Rubber Industries Sdn Bhd.

Arshad currently serves as President of the Malaysian RubberProducts Manufactures Association (MRPMA) . He is a Chairman ofBoard of Directors of University Malaya and PINTAR Foundation,Pro Chancellor of UiTM ,Governor of Tuanku Jaafar College and amember of Tun Razak Foundation, Pak Rashid Foundation, LungFoundation of Malaysia, Malaysian Malay Businessmen andIndustrialists Association (PERDASAMA) and Patron of Arshad AyubFoundation.

Tan Sri Dato’ Seri Arshad Bin Ayub does not have any familyrelationship with any Director and/or Major Shareholder of theCompany and has no conflict of interest with the Company. He hasnot been convicted of any offences within the past ten (10) yearsother than traffic offences, if any.

Tan Sri Dato’ Seri Arshad Bin AyubIndependent Non-Executive Director

Aged 72, a Malaysian citizen, was appointed as an IndependentNon-Executive Director of Top Glove Corporation Bhd on 16 June2010. Tan Sri Dato’ Dr. Lin is an independent strategic and financialconsultant and a British Chartered Scientist. He graduated from theUniversity of Malaya in Singapore; subsequently received threepost-graduate degrees from Harvard University, including a PhD inEconomics; also professionally qualified in UK as a CharteredStatistician and Chartered Scientist; and he is also Fellow of TheRoyal Statistical Society (London), IMF Institute (Washington DC), anUS Eisenhower Fellow, Professor of the Economics (Adjunct) atUniversiti Utara Malaysia, and Professor of the Business &International Finance (Adjunct) at Universiti Malaysia Sabah.

Tan Sri Dato’ Dr. Lin has a long and distinguished history of servicewith the Government of Malaysia and the private sector in variousposts. Prior to 1998, he was Chairman/President and CEO ofPacific Bank Group and for 14 years previously, Deputy Governorof Bank Negara Malaysia (Central Bank of Malaysia). Having beena central banker for 34 years, Tan Sri Dato’ Dr. Lin continues toserve actively in a diversified range of public, charitable, educational,financial, industrial and commercial institutions both locally andabroad including Member of the Prime Minister’s Economic CouncilWorking Group; as well as Member of a number of key NationalCommittees on Higher Education; and Economic Advisor,Associated Chinese Chambers of Commerce and Industry ofMalaysia.

In addition, he sits on the Boards of several public listed companiesin Malaysia including Fraser & Neave Holdings Berhad, GentingBerhad, Ancom Berhad, JobStreet Corporation Berhad, WahSeong Corporation Berhad and KrisAssets Holdings Berhad andalso a number of private business enterprises in Malaysia,Singapore and Indonesia. Tan Sri Dato’ Dr. Lin is a Governor for theAsian Institute of Management, Manila; Senior Advisor for theAssociation of Harvard University Alumni Clubs of Asia; andMember of the Asian Shadow Financial Regulatory Committee. Inaddition, he is a Trustee of the Tun Ismail Ali Foundation (PNB);Harvard Club of Malaysia Foundation, Malaysian EconomicAssociation Foundation, Prime Minister’s Exchange FellowshipProgram Malaysia and Jeffrey Cheah Foundation.

Tan Sri Dato’ Dr. Lin See Yan does not have any family relationshipwith any Director and/or Major Shareholder of the Company andhas no conflict of interest with the Company. He has not beenconvicted of any offences within the past ten (10) years other thantraffic offences, if any.

Tan Sri Dato’ Dr. Lin See YanIndependent Non-Executive Director

9Annual Report 2011

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Aged 52, a Malaysian citizen, was appointed as anExecutive Director on 15 October 2003 and subsequently,as the Managing Director on 7 April 2009. He joined TopGlove in 1997 as the General Manager in charge of themarketing and promotion of the Company s products tomore than one hundred and eighty (180) countriesworldwide.

He holds a Bachelor of Commerce Degree from theUniversity of New South Wales, Australia, majoring inAccounting, Finance and Information System, and aBachelor of Law Degree from the University of London, U.K.

Mr Lee has vast experience in financial services, trading andmanufacturing business having worked more than 15 yearsin established financial institutions and with a well knownconglomerate with diversified interest in the Asean region.

In the last 10 years, Mr. Lee has been actively contributingto the development of the rubber glove industry in Malaysiaas well as the ASEAN region via his involvement in theMalaysian Rubber Glove Manufacturers Association(MARGMA) and the ASEAN Rubber Glove ManufacturersAssociation (ARGMA).

Mr. Lee is also a Board Member of the Malaysian RubberExport Promotion Council (MREPC) and the MalaysianRubber Board (MRB). He also serves as a CommitteeMember of the Tun Abdul Razak Research Centre(TARRC), LGM Properties Corporation and LGMInvestment, all of which are entities related to the MalaysianRubber Board. He is also a trustee of the Top GloveFoundation.

He does not have any family relationship with any Directorand / or Major Shareholder of the Company and has noconflict of interest with the Company. He also has not beenconvicted of any offences within the past ten (10) yearsother than traffic offences, if any.

Lee Kim MeowManaging Director

Aged 53, a Malaysian citizen, was appointed as anExecutive Director of Top Glove Corporation Bhd on 4September 2000. Prior to the listing of the Company, shewas the Director and the Co-Founder of Top Glove Sdn Bhd.

She graduated with a Bachelor of Science Degree withHonours in Computer Science from University SainsMalaysia, Penang in 1983 and later obtained her Master ofBusiness Administration from Sul Ross State University,Texas, USA in 1985.

She is responsible for the Information TechnologyDepartment, Human Resource Department and theGeneral Administration for the Top Glove Group ofCompanies. Prior to this, she was working in the bankingindustry in the information technology field for more thanten (10) years. She was formerly attached to UnitedOverseas Bank Berhad and Utama Bank Berhad.

Puan Sri Tong Siew Bee is the spouse of Tan Sri Lim WeeChai and sister-in-law of Mr Lim Hooi Sin, both are theDirectors and Substantial Shareholders of the Company.She is also sister-in-law of Ms Lim Quee Choo, aSubstantial Shareholder of the Company.

She does not have any directorship in other publiccompany and has no conflict of interest with the Company.She has not been convicted of any offences within the pastten (10) years other than traffic offences, if any.

Puan Sri Tong Siew BeeExecutive Director

DIRECTORS’ PROFILE (cont’d)

10 Top Glove Corporation Berhad

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DIRECTORS’ PROFILE (cont’d)

Aged 49, a Malaysian citizen and was appointed asExecutive Director of Top Glove Corporation Bhd on 4September 2000. He obtained his Bachelor of ScienceDegree in Management Science from Oklahoma StateUniversity, USA in 1985, Master of Business AdministrationDegree (Minor in Applied Statistic) from Arizona StateUniversity, USA in 1986 and Charter Financial ConsultantDiploma from American College, PA, USA in 1990.

He is a resident of the United States and has spentfourteen (14) years of his career with MetLife FinancialServices, one of the largest insurance & financial servicescompany in the US. Prior to this posting, he was aManagement Trainee, Associate Branch Manager, RegionalMarketing Specialist, Agency Director and Director of AsianMarket. His experience includes product development,marketing, recruiting, training and supervision of a largehighly productive sales force. He also served as Director ofAAAA (Arizona Asian American Association) from 1996 to 1997.

He is the founder of TG Medical USA, Inc. in 1994 with vastexperiences in the United States glove market. He also sitson the Board of several private limited companies.

Lim Hooi Sin is the brother of Tan Sri Lim Wee Chai andbrother-in-law of Puan Sri Tong Siew Bee, both areDirectors and Substantial Shareholders of the Company.He is also brother of Ms Lim Quee Choo, a SubstantialShareholder of the Company.

He does not have any directorship in other public company,has no conflict of interest with the Company and has notbeen convicted of any offences within the past ten (10)years other than traffic offences, if any.

Lim Hooi SinExecutive Director

Aged 46, a Malaysian citizen and was appointed as anExecutive Director of Top Glove Corporation Bhd on 31August 2006. He joined the Company as Group FinancialController in 2005. He is responsible for the accounting,treasury, corporate finance and investor relations of TopGlove Group of Companies.

He graduated from University of Malaya with a BachelorDegree in Accounting in 1990, and is a member ofMalaysian Institute of Accountants and Malaysian Instituteof Certified Public Accountants. He began his career withPrice Waterhouse in 1990 and subsequently held variouskey positions in a number of public listed companies inMalaysia, which the business activities spanned overmanufacturing, plantation, trading and propertydevelopment.

Currently, Mr Lim is also a Director of Malaysian InvestorRelations Association Berhad (MIRA) and Advisor to theManagement Committee of Top Glove Foundation.

Lim Cheong Guan does not have any family relationshipwith any Director and/or major shareholder of theCompany, has no conflict of interest with the Company andhas not been convicted of any offences within the past ten(10) years other than traffic offences, if any.

Lim Cheong GuanExecutive Director

11Annual Report 2011

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DIRECTORS’ PROFILE (cont’d)

Aged 83, a Malaysian citizen, was appointed as an Independent Non-Executive Director of Top Glove Corporation Bhd on 4 September2000. He was redesignated as Senior Independent Non-ExecutiveDirector on 21 February 2011. He obtained a Diploma in CivilEngineering in 1951 from Technical College, Kuala Lumpur. In 1960,he passed the Membership Examination of the Institution of CivilEngineers (ICE), United Kingdom. Subsequently, he graduated with aDiploma in Public Health Engineering from the Imperial College ofScience & Technology, United Kingdom in 1968.

From 1951, he was with the Public Works Department as theTechnical Assistant of Waterworks until 1959, thereafter as AssistantResident Engineer, Executive Engineer and Waterworks Engineer from1960 to 1966. He joined the Ministry of Health in 1968 as a SeniorPublic Health Engineer and was promoted to Chief Public HealthEngineer in 1972. In 1980, he was the Director of EngineeringServices, a position he held until 1983.

Presently, he is the President of Erinco Sdn Bhd, a company active invarious fields of environmental engineering. His wealth of knowledgegathered from over fifty (50) years of working experience inenvironmental engineering, environmental related studies, design andimplementation of environmental engineering projects in Malaysia andOverseas, make him a much sought out Consultant.

He is also a Fellow of the Institution of Engineers Malaysia, Member ofthe Institution of Civil Engineers, United Kingdom, Member of theChartered Institution of Water and Environmental Management, UnitedKingdom, Member of the American Society of Civil Engineers andMember of the Association of Consulting Engineers Malaysia.

He was honoured in 2008 by the American Academy of EnvironmentalEngineers by being elected as an Honorary Board Certified Engineerin recognition of his position of eminence in the environmentalengineering field his sustained contributions to the advancement ofenvironmental engineering.

He was also honoured by the Global Organisation, People of IndiaOrigin (GOPIO) International Enterpreneur Award for Excellence in2010 for his innovative approach to public health issues.

Sekarajasekaran a/l Arasaratnam does not have any family relationshipwith any Director and/or Major Shareholder of the Company and hasno conflict of interest with the Company.

He does not have any directorships in other public company and hasnot been convicted of any offences within the past ten (10) years otherthan traffic offences, if any.

Sekarajasekaran a/l ArasaratnamIndependent Non-Executive Director

Aged 54, a Malaysian citizen and was appointed to theBoard of Directors as an Independent Non-ExecutiveDirector of Top Glove Corporation Bhd on 21 February2011.

Mr Lim is an accountant by profession and is currentlymanaging his own business. Prior to venturing into his ownbusiness, he held various senior positions in a fewcompanies listed on the Main Market and ACE Market ofBursa Malaysia Securities Berhad.

Mr Lim has more than twenty (20) years of experience inareas of transport and maritime logistics industry havingworked for Kontena Nasional Berhad, Kannaltec Berhad,Northport Malaysia Berhad and NCB Holdings Berhad.

He is a member of the Malaysian Institute of Accountants,the Chartered Management Institute, United Kingdom,fellow of the Association of Chartered CertifiedAccountants, United Kingdom and holds a Master ofBusiness Administration Degree from the University ofSouth Australia, Australia. He also attended the HarvardBusiness School Senior Management DevelopmentProgram.

Mr Lim is currently a committee member of OutsourcingMalaysia, a Chapter of PIKOM, the National ICTAssociation.

Mr Lim Han Boon does not have any family relationshipwith any Director and/or Major Shareholder of theCompany and has no conflict of interest with the Company.

He does not have any directorship in other PublicCompany and has not been convicted of any offenceswithin the past ten (10) years other than traffic offences, ifany.

Lim Han BoonIndependent Non-Executive Director

12 Top Glove Corporation Berhad

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SENIOR MANAGEMENT TEAM

Tan Sri Dato SriLim, Wee-Chai

Lim Hooi Sin Lee Kim Meow Lim Cheong Guan

NoraziahMahmud

Jeff Lee ChookiadUsaha

Hue Kon Fah Wu Kin Yeap Wong ChongBan

Lew SinChiang

ThomasPetermoeller

Dato’ IrHaji Ahmad

Nagappens/o

Kumarasamy

Noor AkilahSaidin

Aaron Lam PhilipThomas

JeremyLiew

Lew ChoongTeck

DorothyRessel

Lau HengChee

Yap KeeCheng

KelvinYong

Ken Soo Puon TuckSeng

MansorBin Daud

Eric Hoo Joanna Ng

JimmyGan

WilawanSakulsongboonsiri

Tan CheeHoong

Saw EngKooi

PhattarapornChaisiri

ManmeetSingh

ThomasBuri

Shanti

Leong ChewMun

WendyYeoh

PatriciaYong

Looi GuatKian

Ravi Seah ChongShew

Michelle Ang HabeebullahA/L HadjiMohamed

Victor Tan

Puan Sri TongSiew Bee

13Annual Report 2011

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31.8.11 31.8.10 31.8.09 31.8.08 31.8.07 31.8.06Group (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)

Turnover 2,053,916 2,079,432 1,529,077 1,377,931 1,228,778 992,611

Earning Before Interest,Depreciation & Taxation 207,279 364,661 287,484 197,840 175,651 130,310

Profit Before Taxation 145,470 304,961 221,992 134,627 118,644 91,773

Taxation 30,338 54,550 53,922 26,524 29,992 6,979

Profit Attributable to Equity Holders 113,091 245,231 169,133 110,065 89,560 84,125

Net Assets 1,146,373 1,116,366 845,977 686,789 640,979 302,185

Net Assets Per Share (RM)* 1.85 1.81 1.38 1.13 1.05 0.52

Basic Earnings Per Share (RM)* 0.18 0.40 0.28 0.18 0.15 0.15

Net Dividend (sen) 11.00 16.00 22.00 11.00 9.22 8.33

Number of Shares in Issue (‘000) 618,513 618,163 303,759 301,065 300,476 192,286

Share Price (RM) 4.86 5.98 6.95 4.06 6.95 8.65

Market Capitalisation 3,005,973 3,696,609 2,111,125 1,222,324 2,088,308 1,663,265

SIX YEARS GROUP FINANCIAL REVIEW

“The Group registeredCompounded AnnualGrowth Rates (CAGR)for Net ProfitAttributable to Equity of 28% and SalesRevenue of 32%, both since listing.”

* The comparative net assets per share and basic earnings per share have been restated to take into account the effect of:(i) bonus issue on the basis of one new ordinary share for every one existing ordinary share held in FY2010.(ii) bonus issue on the basis of two new ordinary shares for every five existing ordinary shares held in FY2007.

14 Top Glove Corporation Berhad

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ENHANCING SHAREHOLDERS’ VALUE

06 07 08 09 10 11

992.

6 1,22

8.8

1,37

7.9

1,52

9.1

2,07

9.4

2,05

3.9

06 07 08 09 10 11

91.8 11

8.6

134.

6

222.

0

305.

0

145.

5

06 07 08 09 10 11

21.2 27

.4 32.4

65.9

98.9

68.0

06 07 08 09 10 11

302.

2

641.

0

686.

8

846.

0 1,11

6.4

1,14

6.4

06 07 08 09 10

84.1 89

.6 110.

1 169.

1

245.

2

Turnover(RM million)

Profit Before Tax(RM million)

Profit Attributable to Equity Holders(RM million)

Dividend Payout(RM million)

Shareholders’ Fund(RM million)

11

113.

1

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Top Glove’s Business Philosophies are:-

1. We work for our CUSTOMERS;

2. We take care of the interest of ourSHAREHOLDERS;

3. We ensure that our EMPLOYEES continue tocontribute positively to the Company and we takegood care of the well-being of our employees; and

4. We work closely with our BANKERS, SUPPLIERS,BUSINESS ASSOCIATES, GOVERNMENTAUTHORITIES and FRIENDS.

LETTER TO STAKEHOLDERS

Tan Sri Dato Sri Lim, Wee-ChaiChairman of Top Glove Corporation Berhad

Lee Kim MeowManaging Director of Top Glove Corporation Berhad

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Dear Stakeholders,

It is with great pleasure that we present to you theperformance of Top Glove Corporation Bhd (“Top Glove”)for the financial year ended 31 August 2011 (FY2011).

Industry Overview

The past twelve (12) months of FY2011 have been ratherchallenging for the rubber glove industry as a whole, as itcontinued to face margin pressures on subdued demand,high raw material costs and the weak US dollar.

After a record 2010 in which the influenza A(H1N1) virusoutbreak caused a surge in glove demand, the industrywas faced with an overstocking situation by some of thehealthcare providers and major distributors. Demand isgradually normalising, and we expect the sector to resumegrowing by 8% to 10% annually like it used to.

The average latex price rose by 46%, from RM6.12/kg inFY2010 to RM8.92/kg in FY2011, due to the tightness inrubber supply amid an increase in demand from China andIndia for their booming auto and tyre manufacturingindustries. The situation was further compounded by badweather, i.e. severe drought and unusually heavy rainfall inThailand, the prolonged wintering season, outbreak ofrubber tree bark disease in Vietnam as well as higher-than-expected rubber tree replanting activities in most majorproducing countries.

During the period, the US dollar has also weakened againstthe Ringgit Malaysia by around 8%, as major economiesgrappled with uncertainties.

Fortunately, the latex prices have corrected sharply in thelast seven months, in tandem with other commodity pricesamid growing global economic concerns, and as weatherconditions improved. Latex prices have since declinedabout 27% from its peak of RM10.99 on 11 April 2011 toaround RM7.98 as at 24 October 2011.

Despite the challenging operating environment, we remainbuoyant on the longer term outlook of the rubber gloveindustry due to its recession-resilient nature. Being anecessity item especially in the healthcare and foodindustry, we believe demand will remain robust despite thepossible global economic slowdown.

Furthermore, there are still boundless new opportunitiesavailable to us, particularly in emerging markets which makeup about 89% of the world’s population but which currentlyconsume only around 32% of the world’s rubber gloves.Demand is set to increase as the health care standards inthese markets improve.

Malaysia is currently the world’s largest producer of rubbergloves, accounting for 63% of the rubber gloves producedworldwide. Under the Economic TransformationProgramme, the Malaysian government has set a target forthe rubber glove industry to achieve a total export salesvalue of RM30 billion by 2020, growing at 13% year-on-year. With such a tall ambition, the government is set toensure we overcome the challenges to growth byexpanding rubber plantations and increasing the country’sglobal market share of rubber gloves.

Review of Operations

Given the high latex prices, the Group has increased theproduction of nitrile gloves to avoid over reliance on naturalrubber gloves. Ultimately the Group plans to achieve a morebalanced product mix in order to protect against fluctuationin nitrile raw material prices as well. Therefore, the Groupʼsnew production lines have been built to be inter-switchablebetween producing natural rubber gloves and nitrile gloves.

Top Glove 12th Annual General Meeting A section of the crowd during theAnnual General Meeting

LETTER TO STAKEHOLDERS (cont’d)

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LETTER TO STAKEHOLDERS (cont’d)

During FY2011, the Groupcommissioned 2.25 billion pieces ofglove capacity Group-wide. A newfactory in Klang, Malaysia, Factory 21was installed with 16 advanced nitrileglove production lines. At the sametime, the Group has added 8 newproduction lines to Factory 18 inBanting, Malaysia.

As of the end of FY2011, the Groupalso has capacity expansion projectsthat are in progress, involving 6.3billion pieces of gloves to cater to thedemand of nitrile gloves. By the end ofMay 2012, the factory expansions andnew facilities will have increased theGroup’s capacity to around 41.55billion pieces of gloves.

Financial Highlights

After an exceptionally strongperformance in 2010, in which theGroup made record profits, 2011 hasproven to be more challenging.Soaring latex prices had increasedcosts but recovering them throughhigher selling price had not been asstraightforward.

Due to an oversupply situation in theglove industry, it was difficult for theGroup to pass on the rise in costs toits customers in full. Furthermore,there was a time lag in the cost pass-through that we have to contend with.

Despite the difficult circumstances,the Group sales revenue remainedstrong at RM2.05 billion, albeit a littlelower compared to RM2.08 billion inthe previous year. Overall profitabilitydecreased 54% to RM115.13 millionfrom RM250.41 million, due largely tothe rise in latex prices and the impactof the weaker US dollar.

The Group’s balance sheet position asat 31 August 2011 remained healthywith a net cash position of RM257.12million and almost nil net borrowings.The Group’s expansion had mainlybeen internally financed. Totalshareholders’ equity stood at RM1.15billion and net asset per share wasRM1.85.

Top Glove 20th Anniversary Celebration

Presentation of financial highlights

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Dividends

In line with the results, the Board of Directors hasrecommended a final dividend of 6 sen per share (singletier) amounting to approximately RM37.11 million, forFY2011. The proposed final dividend is subject toshareholders’ approval at the forthcoming ThirteenthAnnual General Meeting.

The Group has on 17 June 2011 declared an interimdividend of 5 sen per share amounting to RM30.92 millionin conjunction with the financial results announcement forthe third quarter ended 31 May 2011. Payment of theinterim dividend was made on 21 July 2011.

Despite the weaker profit, the Group’s cash positionremains strong, enabling the Group to pay 11 sen full yeardividend, which is equivalent to a 60% payout ratio.

Corporate Social Responsibility

Corporate social responsibility is an area of strategic focusfor Top Glove. We cannot achieve our objective to berecognised as the top rubber glove manufacturer in theworld without holding responsibility, integrity, transparencyand sustainability at the very centre of our business. Theway we do business is designed to deliver sustainablevalue to all stakeholders to the society at large.

For more information on how we are advancing sustainabledevelopment, please refer to our Corporate SocialResponsibility report on page 29.

Moving Forward

At Top Glove, we are keenly aware of today’s industryscenario and remain steadfast in achieving our objectives.The past year has revealed the changing landscape of thebusiness with the volatility in the global economicsentiment, commodity prices and foreign exchange beingthe major causes for concern.

LETTER TO STAKEHOLDERS (cont’d)

Although latex prices are already stabilising, we have notlost sight of preparing for the longer term. We are fortunatethat due to our strong performance in the last 20 years andour cost efficient business model, we now have a strongbalance sheet and cash flow position to deal with thechallenges and the economic uncertainty that we are facedwith. We are also in a good position to make the necessaryinvestments and improvements to stay competitive in thelong run.

In order to mitigate the volatility in latex costs in the future,we have started to work on acquiring suitable land locally aswell as abroad for rubber plantation development.

Besides, we are also focused on achieving a morebalanced product mix by increasing our production of nitrilegloves, to avoid over reliance on natural rubber gloves.However, nitrile prices are also subject to volatility as nitrileis made from a by-product of crude oil, which is a finiteresource and has other competing usage.

Therefore, we have invested in building production lines thatare inter-switchable between producing natural rubbergloves and nitrile gloves to buffer against the sudden surgein prices of any of these raw materials.

We are also investing in more highly automated productionlines to ensure more efficient production of consistently highquality products.

Over the longer term, demand for gloves is set to rise byabout 8% to 10% per annum, led by growth in the usageof medical gloves in emerging countries on the back ofgrowing healthcare awareness especially after the H1N1pandemic, healthcare reforms in China and India and therising health care standards in these markets.

To capture this opportunity, we have embarked on areorganisation of our marketing team to focus on specialgrowth areas, while we continue to strengthen the team viaaggressive talent development. Simultaneously, we arelooking into moving towards downstream distribution inselected markets.

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Meanwhile, the Group is committed to strengthening its leadership positionwithin the rubber glove industry through continued focus on product qualityenhancement and product innovation via research and development,technological advancement, cost-effectiveness improvement and running itsbusiness with honesty, integrity and transparency.

Appreciation

A great deal was accomplished in the past 20 years and we owe this to thecommitment, dedication and hard work of our management and employees. Toall members of the Top Glove family, our heartfelt thank you for helping TopGlove reached the top and maintaining our position as the worldʼs largestrubber glove manufacturer in the last seven years.

The Group is also indebted to our Board of Directors for their valuable guidanceand wisdom. On behalf of the Board, we would like to welcome Mr. Lim HanBoon, who joined the Board as an Independent Non-Executive Director on 21February 2010.

We would like to take this opportunity to express our deepest condolences tothe bereaved family of Mr. Quah Chin Chye, our former Senior IndependentNon-Executive Director of the Board, who passed away peacefully on 9 January2011, after having served the Group for 10 years.

And of course, our sincere appreciation and gratitude to all our shareholders,customers, suppliers, financiers, business associates and governmentagencies. Your continuous support and confidence in our products and theGroup has pushed us to work even harder to achieve even better results.

LETTER TO STAKEHOLDERS (cont’d)

Top Glove workers pledging their commitment to top quality and top efficiency during the morning assembly

Head of Factory 11, Mr. Wong ChongBan receiving the Best Factory Awardfrom Mr. Lee Kim Meow

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LETTER TO STAKEHOLDERS (cont’d)

We are mindful that what we have achieved to today are the result of the hard work and decisions made in the past. Wherewe will be in the next 20 years would very much depend on the seeds we sow today. Hence, you have our unwaveringcommitment to continuously improve and innovate to ensure we consistently produce excellent quality products thatenrich and protect human lives.

Thank you.

TAN SRI DATO SRI LIM, WEE-CHAI LEE KIM MEOWChairman Managing DirectorTop Glove Corporation Berhad Top Glove Corporation Berhad2 November 2011 2 November 2011

2011 company trip

Glove product range

21Annual Report 2011

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Bagi pihak berkepentingan,

Dengan sukacitanya kamimembentangkan prestasi Top Glove Corporation Bhd("Top Glove") bagi tahunkewangan berakhir 31Ogos 2011 (TK2011).

Tinjauan Keseluruhan Industri

Sepanjang dua belas (12) bulan TK2011, industri sarungtangan getah secara keseluruhannya adalah agakmencabar kerana ia masih berhadapan dengan tekananmargin akibat permintaan yang rendah, kos bahan mentahyang tinggi dan dolar Amerika Syarikat (AS) yang lemah.

Selepas mencatatkan rekod hasil jualan pada TK2010, dimana wabak virus influenza A (H1N1) yang merebakberleluasa menyebabkan lonjakan dalam permintaansarung tangan, industri sarung tangan berhadapan dengankeadaan lebihan stok oleh sesetengah penyedia penjagaankesihatan dan pengedar utama. Permintaan sedangberansur-ansur pulih, dan kami menjangkakan sektor iniakan menyambung semula pertumbuhan pada kadar 8%hingga 10% setiap tahun seperti dulu.

Harga purata lateks meningkat sebanyak 46%, dariRM6.12/kg dalam TK2010 kepada RM8.92/kg dalamTK2011, disebabkan oleh kekurangan dalam bekalangetah akibat peningkatan permintaan dari China dan Indiauntuk industri automotif dan industri pembuatan tayar yangberkembang pesat. Keadaan ini diburukkan lagi dengancuaca buruk - kemarau dan hujan lebat luar biasa diThailand, musim ranggasan berpanjangan, wabak penyakitkulit pokok getah di Vietnam, serta aktiviti-aktiviti tanamsemula pokok getah yang lebih tinggi daripada dijangkakandi kebanyakan negara-negara pengeluar utama.

Dalam tempoh tersebut, dolar Amerika Syarikat (AS) jugatelah merosot berbanding Ringgit Malaysia dalam sekitar8%, semasa ekonomi-ekonomi maju utama bergelutdengan ketidaktentuan.

Mujurlah, harga lateks telah diperbetulkan dengan ketaradalam tempoh tujuh bulan yang lalu, seiring dengan hargakomoditi yang lain di tengah-tengah kebimbanganekonomi global, dan apabila keadaan cuaca bertambahbaik. Harga susu getah telah merosot kira-kira 27%daripada paras tertinggi sebanyak RM10.99 pada 11 April2011 kepada kira-kira RM7.98 pada 24 Oktober 2011.

Meskipun persekitaran operasi mencabar, kami kekalpositif akan prospek jangka panjang industri sarung tangangetah disebabkan oleh sifat berdaya tahannya terhadapkemelesetan. Sebagai sebuah barang keperluan,terutamanya dalam industri penjagaan kesihatan danmakanan, kami percaya permintaan akan kekal kukuhwalaupun kemungkinan berlaku kelembapan ekonomidunia.

Selain itu, masih terdapat banyak peluang-peluang baruyang tersedia untuk kami, terutamanya dalam pasaranbaru muncul yang membentuk kira-kira 89% daripadapenduduk dunia, namun pada masa kini hanyamenggunakan sekitar 32% sarung tangan getah dunia.Permintaan dijangka meningkat bila standard penjagaankesihatan di pasaran-pasaran ini bertambah baik.

Pada masa ini, Malaysia adalah pengeluar sarung tangangetah terbesar di dunia, mencakupi 63% daripada sarungtangan getah yang dihasilkan di seluruh dunia. Di bawahProgram Transformasi Ekonomi, kerajaan Malaysia telahmenetapkan sasaran untuk industri sarung tangan getahmencapai nilai jualan eksport sebanyak RM30 bilionmenjelang 2020, iaitu berkembang pada kadar 13% tahunke tahun. Dengan cita-cita yang begitu tinggi, kerajaan inibersedia untuk memastikan kita mengatasi cabarankepada pertumbuhan dengan memperluaskan ladang-ladang getah dan meningkatkan bahagian pasaran sarungtangan getah dunia untuk negara kami.

Tinjauan Operasi

Memandangkan harga lateks yang tinggi, Kumpulan telahmeningkatkan pengeluaran sarung tangan nitril untukmengelakkan pergantungan ke atas sarung tangan getahasli. Pada dasarnya, Kumpulan merancang untukmencapai campuran produk yang lebih seimbang dalamusaha untuk melindungi terhadap turun naik harga bahanmentah nitril juga. Oleh itu, barisan pengeluaran baruKumpulan telah dibina dengan kemampuan bertukar-tukarantara pengeluaran sarung tangan getah asli and sarungtangan nitril.

PERUTUSAN KEPADA PIHAKBERKEPENTINGAN> letter to stakeholders - Bahasa Malaysia version

Tan Sri Lim menerima anugerah daripada Tan Sri Zarinah Anwar, pengerusi Securities Commission

22 Top Glove Corporation Berhad

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Dalam TK2011, Kumpulan telah memasang kapasiti sarung tangan sebanyak 2.25 bilion helai untukkeseluruhan Kumpulan. Sebuah kilang baru di Klang, Malaysia, Kilang 21, telah dipasang dengan 16 barisanpengeluaran sarung tangan nitril yang maju. Pada masa yang sama, Kumpulan telah menambah 8 barisanpengeluaran baru kepada Kilang 18 di Banting, Malaysia.

Sehingga akhir TK2011, Kumpulan juga mempunyai projek-projek pengembangan kapasiti yang sedangdijalankan yang melibatkan 6.3 bilion helai sarung tangan untuk memenuhi permintaan sarung tangan nitril.Pada akhir Mei 2012, pengembangan kilang dan kemudahan baru akan meningkatkan keupayaanKumpulan kepada 41.55 bilion helai sarung tangan.

Prestasi Kewangan

Selepas prestasi yang luar biasa kukuh pada tahun 2010, di mana Kumpulan mencapai keuntungan rekod,2011 telah terbukti lebih mencabar. Harga susu getah yang melambung tinggi telah meningkatkan kostetapi untuk memulihkannya melalui harga jualan yang lebih tinggi tidaklah semudah.

Disebabkan oleh keadaan lebihan penawaran dalam industri sarung tangan, ia adalah sukar bagi Kumpulanuntuk memindahkan kenaikan kos kepada pelanggan sepenuhnya. Selain itu, kami juga berdepan dengansituasi kelewatan dalam pemindahan kos.

Walaupun keadaan sukar, hasil jualan Kumpulan kekal kukuh pada RM2.05 bilion, biarpun lebih rendahberbanding RM2.08 bilion pada tahun sebelumnya. Keuntungan keseluruhan menurun sebanyak 54%kepada RM115.13 juta daripada RM250.41 juta, terutama disebabkan oleh kenaikan harga getah dankesan dolar AS yang lemah.

Kedudukan kunci kira-kira Kumpulan pada 31 Ogos 2011 kekal sihat dengan kedudukan tunai bersihsebanyak RM257.12 juta dan pinjaman bersih yang hampir sifar. Pengembangan Kumpulan itukebanyakannya dibiayai oleh dana dalaman. Jumlah ekuiti pemegang saham berjumlah RM1.15 bilion danaset bersih sesaham adalah RM1.85.

Dividen

Selaras dengan keputusan, Lembaga Pengarah telah mencadangkan dividen akhir sebanyak 6 sensesaham (selepas cukai) yang berjumlah kira-kira RM37.11 juta, bagi TK2011. Dividen akhir yangdicadangkan adalah tertakluk kepada kelulusan pemegang saham di Mesyuarat Agung Tahunan KetigaBelas yang akan datang.

Kumpulan pada 17 Jun 2011 telah mengisytiharkan dividen interim sebanyak 5 sen sesaham berjumlahRM30.92 juta sempena dengan pengumuman keputusan kewangan bagi suku ketiga berakhir 31 Mei2011. Pembayaran dividen interim telah dibuat pada 21 Julai 2011.

PERUTUSAN KEPADA PIHAKBERKEPENTINGAN (samb.)

> letter to stakeholders - Bahasa Malaysia version

Kumpulan pengurusan Top Glove di Majlis Perayaan Ulang Tahun ke-20

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Walaupun keuntungan adalah lebih lemah, kedudukantunai Kumpulan kekal kukuh, membolehkan Kumpulanmembayar 11 sen dividen tahun penuh, yang bersamaandengan nisbah pembayaran 60%.

Tanggungjawab Sosial Korporat

Tanggungjawab sosial korporat merupakan bidangtumpuan strategik untuk Top Glove. Kami tidak bolehmencapai matlamat untuk diiktiraf sebagai pengeluarsarung tangan getah utama di dunia tanpa memegangtanggungjawab, integriti, ketelusan dan kemampanan diteras perniagaan kami. Cara kami menjalankan perniagaandireka untuk memberikan nilai yang berterusan kepadamasyarakat dan kepada semua pihak berkepentingan.

Untuk maklumat lebih lanjut mengenai bagaimana kamimemajukan pembangunan mampan, sila rujuk kepadalaporan Tanggungjawab Sosial Korporat kami di halaman 29.

Prospek Masa Hadapan

Di Top Glove, kami sedia maklum akan senario industri hariini dan tetap berpegang teguh dalam mencapai objektifkami. Tahun lalu telah mendedahkan perubahan landskapperniagaan dengan turun naik dalam sentimen ekonomidunia, harga komoditi dan pertukaran asing menjadi puncautama kebimbangan.

Walaupun harga susu getah sudah mulai stabil, kami belumlupa untuk bersedia untuk jangka panjang. Kami bernasibbaik kerana, disebabkan oleh prestasi kukuh kami dalamtempoh 20 tahun yang lalu dan kos model perniagaan yangcekap, kami kini mempunyai lembaran imbangan yangkukuh dan kedudukan aliran tunai yang baik untukmenangani cabaran dan ketidaktentuan ekonomi yang kitaberhadapan dengan. Kami juga dalam kedudukan yangbaik untuk membuat pelaburan dan pembaikan yang perluuntuk kekal berdaya saing dalam jangka masa panjang.

Dalam usaha untuk mengurangkan turun naik dalam kossusu getah pada masa akan datang, kami telah mulaberusaha untuk memperolehi tanah yang sesuai di dalamserta di luar negara bagi pembangunan ladang getah.

Selain itu, kami juga memberi tumpuan kepada pencapaiancampuran produk yang lebih seimbang denganmeningkatkan pengeluaran sarung tangan nitril untukmengelakkan pergantungan terhadap sarung tangan getahasli. Walau bagaimanapun, harga nitril juga tertaklukkepada turun naik sebab nitril adalah diperbuat daripadahasil sampingan minyak mentah, iaitu suatu sumber yangterhad dan mempunyai kegunaan-kegunaan lain yangbersaing.

PERUTUSAN KEPADA PIHAKBERKEPENTINGAN (samb.)

> letter to stakeholders - Bahasa Malaysia version

Kumpulan pengurusan Top Glove

Ceramah oleh Tan Sri Lim di Kumpulan Wang Persaraan

24 Top Glove Corporation Berhad

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Oleh itu, kami telah melabur dalam membina barisanpengeluaran yang berkemampuan bertukar-tukar antarapengeluaran sarung tangan getah asli dan sarung tangannitril, untuk melindungi terhadap lonjakan harga secaramendadak mana-mana bahan-bahan mentah ini.

Kami juga melabur dalam barisan pengeluaran yang lebihautomatik untuk memastikan peningkatan kecekapandalam pengeluaran produk-produk berkualiti tinggi secarakonsisten.

Dalam jangka masa panjang, permintaan untuk sarungtangan dijangka meningkat kira-kira 8% hingga 10%setahun, diterajui oleh pertumbuhan dalam penggunaansarung tangan perubatan di negara-negara baru muncul, di sebalik kesedaran penjagaan kesihatan yang semakinmeningkat terutamanya selepas wabak H1N1,pembaharuan penjagaan kesihatan di China dan India danpeningkatan standard penjagaan kesihatan dalampasaran-pasaran ini.

Untuk menangkap kesempatan ini, kami telah memulakanpenyusunan semula pasukan pemasaran kami untukmemberi tumpuan kepada kawasan pertumbuhan khas,sementara kami terus mengukuhkan pasukan melaluipembangunan bakat secara agresif. Pada masa yangsama, kami sedang mengkaji untuk bergerak ke arahpengagihan hiliran dalam pasaran terpilih.

Sementara itu, Kumpulan adalah komited untukmengukuhkan kedudukannya sebagai peneraju dalamindustri sarung tangan getah dengan tumpuan yangberterusan terhadap peningkatan kualiti produk dan inovasiproduk melalui penyelidikan dan pembangunan, kemajuanteknologi, peningkatan keberkesanan kos dan menjalankanperniagaan dengan kejujuran, integriti dan ketelusan.

Penghargaan

Banyak telah dicapai sejak 20 tahun yang lalu dan kitaberhutang pencapaian ini kepada komitmen, dedikasi dankerajinan pihak pengurusan dan kakitangan. Kepadasemua ahli keluarga Top Glove, dengan sepenuh hati kamiberucap terima kasih kerana membantu Top Glovemencapai puncak kejayaan serta menolong Top Glovemengekalkan kedudukannya sebagai pengeluar sarungtangan getah terbesar di dunia dalam tempoh tujuh tahunyang lalu.

Kumpulan juga terhutang budi kepada Lembaga Pengarahatas bimbingan dan kebijaksanaan mereka. Bagi pihakLembaga Pengarah, kami ingin mengalu-alukankedatangan Encik Lim Han Boon, yang menyertaiLembaga Pengarah sebagai Pengarah Bebas BukanEksekutif pada 21 Februari 2010.

Kami ingin mengambil kesempatan ini untuk merakamkanucapan takziah kepada keluarga Encik Quah Chin Chye,bekas Pengarah Kanan Bebas Bukan Eksekutif, yangmeninggal dunia secara aman pada 9 Januari 2011,selepas berkhidmat dengan kumpulan untuk 10 tahun.

Dan sudah tentu, setinggi-tinggi penghargaan dan terimakasih kepada semua pemegang saham, pelanggan-pelanggan, pembekal, pembiaya, dan rakan-rakanperniagaan kami serta agensi-agensi kerajaan. Sokongandan keyakinan yang berterusan dalam produk kami danKumpulan telah mendorong kami untuk bekerja lebih kerasuntuk mencapai keputusan yang lebih baik.

Kami tahu bahawa apa yang telah kita capai hingga ke hariini adalah hasil kerja keras dan keputusan yang dibuatpada masa lalu. Di mana kita akan berada dalam tempoh20 tahun yang akan datang, akan bergantung kepadabenih yang kita semai hari ini. Oleh itu, anda mempunyaikomitmen yang kuat dari kami untuk terus menambah baikdan menginovasi untuk memastikan kami menghasilkansecara konsisten produk berkualiti terbaik yangmemperkaya dan melindungi kehidupan manusia.

Terima kasih.

TAN SRI DATO SRI LIM, WEE-CHAIPengerusiTop Glove Corporation Berhad2 November 2011

LEE KIM MEOWPengarah UrusanTop Glove Corporation Berhad2 November 2011

PERUTUSAN KEPADA PIHAKBERKEPENTINGAN (samb.)

> letter to stakeholders - Bahasa Malaysia version

Majlis sambutan Hari RayaAidilfitri di Top Glove

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(Letter to stakeholders - Mandarin version)

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(Letter to stakeholders - Mandarin version)

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(Letter to stakeholders - Mandarin version)

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CORPORATE SOCIAL RESPONSIBILITY STATEMENT

Top Glove has always understood that its impact onsociety is central not only to its business strategy but alsoto its everyday decisions. We believe this sense ofresponsibility has helped Top Glove achieved its vision ofbecoming the world’s largest rubber glove manufacturerwith excellent quality glove products and services thatenrich and protect human lives.

We know that to maintain that position, we must continueto advance the positive social and environmentalconditions that allow all members of society to thrive. Acommitment to responsible business and sustainabledevelopment must therefore guide all of our activities, fromour products, our production, to talent development andengagement with the community.

This year, we have made some excellent progress basedon our CSR framework of commitment to talent, thecommunity and the environment.

Commitment to Talent

Top Glove’s more than 10,000 employees are very criticalto the success and sustained growth of the company.Skillful and experienced employees who uphold highethical standards will add value to the company and thesociety. Therefore, Top Glove is committed to developingits talent and taking care of their well being.

Ongoing technical and softskills training are being providedto our employees. We encourage all of them to identifytrainings that could help enhance their skills. Apart fromthat, health campaigns with health checks and talks byhealth professionals, weekly fresh fruit day, providingtoothbrushes and toothpaste and BMI monitoring arecarried out to encourage them to lead a healthy lifestyle.

The contributions include:

• Donation to the underprivileged and needy throughvarious organisations. Some of the beneficiaries wereThe Selangor and Federal Territory Association ForThe Mentally Handicapped, Mercy Malaysia andMalaysia Association for the Blind.

Top Glove employees brought cheer to the kids of Penyayang Hembusan Kasturi in Klang in conjunction with the Hari Raya Celebration

Donated essentials to Padmasambhava Children Loving Association in Klang during Chinese New Year

Commitment to the Community

Through Top Glove Foundation (“TG Foundation”), we havebeen able to reach out to the underprivileged and destitute.Over the last three years, since its formation in June 2009,we have made significant contributions to various causes,totaling more than RM1.75 million.

Contributions made since June 2009 till August 2011

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• Education aid in the form of donation to publicschools for expansion and construction of newfacilities. Some of the beneficiaries were SekolahMenengah Kebangsaan Meru, SJK ( C) Chun Yin TitiJelebu and Sekolah Kebangsaan Pendidikan KhasIpoh; and in the form of scholarships forunderprivileged undergraduates, who are pursuingtheir studies in local public universities. Currently thereare 11 scholarship recipients at different stages oftheir studies that are being funded by Top Glove.

Top Glove also encourages its staff to volunteer incontributing to the society. Every three months, Top Gloveorganises a 'Gotong-Royong' in close collaboration withMajlis Perbandaran Klang to clean the drains and the landaround the neighbourhood, to prevent dengue outbreak,ensure a healthy working and living environment, and atthe same time cultivate a harmonious relationship betweenemployer and employees.

Commitment to Environment

Besides complying with Department of Environment’s(DOE) standards and all applicable governmentenvironmental legislation, regulations and otherrequirements pertaining to the preservation and protectionof the environment, Top Glove strives to go beyond bydeveloping and implementing measures and strategies thatpromotes waste minimisation, pollution prevention, andconservation of resources.

• Usage of Biomass FuelTop Glove has started to switch to using biomassfuels since 2005. About 40% of our heat energyis generated from biomass fuels. Going forward,new factories will no longer be using natural gas.

• Minimise Water PollutionWastewater is treated on site in an industrialeffluent treatment plant utilising chemicalflocculation, anaerobic digestion and activatedsludge process that comply with DOE standardB requirements before being discharged intopublic drains.

• Minimise Air Pollution• Scrubber System

A high efficiency scrubber system is used toneutralise any chlorine gas released fromthe production process, before beingemitted into the air.

• Dust Collector SystemAll factories are installed with dust collectorsystem to collect the powder from thetumbling process.

• Boiler SystemThe boiler system is an enclosed systemwith cyclone to collect dust and debris fromescaping into the environment during thebiomass burning process. It has an on-linemonitoring system, directly linked to DOEfor real time, 24/7 observation on the gasreleased from the chimney.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (cont’d)

Top Glove participated in The Edge-Bursa Malaysia Kuala Lumpur Rat Race 2011

3R Campaign Day 2011, co-organised by Yayasan Tzu Chi

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CORPORATE SOCIAL RESPONSIBILITY STATEMENT (cont’d)

• 3R CampaignWe further promote the awareness of greenerenvironment by initiating the 3R campaign in ourworkplace where we encourage our staff to “Reduce,Reuse and Recycle”.

We reduce water consumption by recycling water.Paper usage are minimised through the use ofelectronic copies of documents for all internaldiscussions and memorandums. Recently, via ouraward winning ERP system, we have introduced thee-Payslip, e-Leave and e-Payment which had enabledus to do away with hardcopy payslips, manual leaveforms and all the paperwork and mailing costsassociated with paying our suppliers.

All old materials including mechanical parts are highlyencouraged for reusing before they are scrapped outto the recycling center. The proceeds from the sale ofthe recycled materials are donated to various non-profit organisations for their humanitarian andenvironmental work. The recycling campaign is

Brought Christmas gifts for the kids at Good Samaritan Home

Health Campaign and Blood Donation Drive for the staff

Visited Persatuan Penjagaan Kanak-kanak Cacat Klang, Selangor

enhanced with a 3R competition among factoriesonce every three months.

Another conscious effort that Top Glove undertakesin protecting and caring for the environment is torecycle all rejected gloves that do not meet our qualitystandard. These gloves are sent to the recyclingcompanies for processing to enable the rubber to bereused as raw material for various purposes.

• Ongoing Improvement in Business ProcessesWe carry out continuous innovation and improvementof our product, processes, equipment, and overalloperations to reduce our carbon footprint e.g. we arecurrently using medium level ammonia latexconcentrate that are produced by our own latexconcentrate plant, as compared to the ones availablein the market which has high level ammonia content.

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TOP GLOVE CORPORATE SONG

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CORPORATE GOVERNANCE STATEMENT

Top Glove Corporation Bhd ("Top Glove" or "the Company") recognises that itsexistence in the business community relies on the support, trust and confidence ofour Shareholders, business associates, customers, suppliers, financiers and variousother group of Stakeholders with whom it interacts and/or conducts business with.

The Board of Directors of Top Glove is committed to formulate policies and direct the Company to achieve its objectivesby enhancing Shareholders' value with corporate accountability and openness, taking into account the interests of otherStakeholders.

The Board of Directors acknowledges the importance of the role of good corporate governance in assisting the Companyto achieve its corporate mission and in enhancing its Shareholders' value. Thus, the Board of Directors is committed toensure that the corporate governance adopted by the Company is in line with the principles set out in Malaysian Codeon Corporate Governance, revised 2007 ("the Code") to the Company's particular circumstances. The Board furtheracknowledges the recommended best practices of the Code and continues to evaluate the status of the practices andthe adopted alternatives. Except where specifically identified, the Board has generally complied with the best practicesset out in the Code.

BOARD OF DIRECTORS

Top Glove is led by an experienced Board comprising members who are specialised in the glove manufacturing andvarious business sectors supported by a wide range of other professionals in the legal and accounting sectors. Thiswide spectrum of skills and experience provide the strength that is needed to lead the Company to meet its objectivesand enable the Company to rest in the firm control of an accountable and competent Board of Directors.

The Board currently comprises nine (9) members, made up of five (5) Executive Directors including the Chairman andManaging Director and four (4) Independent Non-Executive Directors. The composition reflects a balance of ExecutiveDirectors and Non-Executive Directors (including Independent Non-Executive Directors) such that no individual or smallgroup of individuals can dominate the Board's decision making. A brief description of the background of each Directoris presented on pages 8 to12 of this Annual Report.

The Board has identified Mr. Sekarajasekaran a/l Arasaratnam as the Senior Independent Non-Executive Director towhom concerns may be conveyed where it could be inappropriate for the concerns to be dealt with by the Chairmanand Managing Director in replacement of Mr. Quah Chin Chye, whom had passed away on 9 January 2011.

The Board meets quarterly to review its quarterly performances and discuss new policies and strategies. Additionalmeetings will be called as and when necessary. During the financial year ended 31 August 2011, four (4) Board Meetingswere held and the attendance of the Board members is as follows:

Name of Directors No. of Meetings Attendedduring tenure in office

Tan Sri Dato Sri Lim, Wee-Chai 4/4Tan Sri Dato’ Seri Arshad Bin Ayub 4/4Tan Sri Dato’ Dr. Lin See Yan 4/4Puan Sri Tong Siew Bee 4/4Lee Kim Meow 4/4Lim Hooi Sin 4/4Sekarajasekaran a/l Arasaratnam 4/4Lim Cheong Guan 4/4Lim Han Boon (Appointed on 21 February 2011) 2/2Quah Chin Chye (Demised on 9 January 2011) 2/2

All of the above meetings were held in the Company's Conference Room at Lot 4969, Jalan Teratai, Batu 6, Off JalanMeru, 41050 Klang, Selangor Darul Ehsan, Malaysia.

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CORPORATE GOVERNANCE STATEMENT(cont’d)

All the Board members have attended the Mandatory Accreditation Programme and are mindful that they shall receiveappropriate training which may be required from time to time to keep abreast with current developments of the industryas well as new statutory and regulatory requirements.

During the financial year ended 31 August 2011, the Directors have continued to participate in training programmes toequip themselves and to effectively discharge their duties as Directors as and when beneficial. The Directors haveconstantly kept themselves updated on both local and international affairs, and to changes in regulations affecting theCompany through advisories from regulatory bodies, the management and through self-reading.

The Directors are also updated by the Company Secretaries on any changes to legal and governance practices of theGroup and which affect themselves as Directors at every Audit Committee and Board meetings.

Mr Lim Han Boon, the Director appointed during the financial year, has been given a comprehensive briefing on theCompany's history, operations, financial control system and plant visit to enable him to have first hand understanding ofthe Company's operation. This orientation programme had been implemented since 31 December 2001.

Clear demarcation of duties, responsibilities and authority are being practiced by the Board.

The Chairman is primarily responsible for the orderly conduct of the Board Meetings and ensure effectiveness of theBoard and the Managing Director will assist the Chairman in the effectiveness of implementation of Board policies, makingoperational decisions and monitoring the day-to-day running of the business, including defining the limits of themanagement's responsibilities. The Executive Directors are responsible for the day-to-day operations of the Groupwhereby operational issues and problems are discussed, major transactions and matters relating to the Group arereviewed and also to formulate operational strategies.

The Non-Executive Directors are to deliberate and discuss policies and strategies formulated and proposed by themanagement with the view of the long-term interests of all Stakeholders. They contributed to the formulation of policies,and decision-making using their expertise and experience. They also provide guidance and promote professionalism tothe management.

The presences of the Independent Non-Executive Directors are essential as they provide the unbiased and independentview, advice and judgement as well as to safeguard the interest of other parties such as minority Shareholders and thecommunity.

In accordance with the Company's Articles of Association, all Directors who are appointed by the Board are subject toretirement at the first Annual General Meeting ("AGM") of the Company subsequent to their appointment. One third (1/3)of all the other Directors shall retire by rotation at each AGM provided always that all Directors shall retire from office atleast once in every three (3) years. The Directors retiring from office shall be eligible for re-election by the Shareholders.

Directors standing for re-election/re-appointment at the AGM of the Company to be held are Puan Sri Tong Siew Bee,Mr. Lee Kim Meow, Mr. Lim Cheong Guan, Mr. Lim Han Boon, Tan Sri Dato’ Dr. Lin See Yan, Tan Sri Dato’ Seri ArshadBin Ayub and Mr. Sekarajasekaran a/l Arasaratnam.

The Board has delegated certain responsibilities to several Board Committees, which operates within clearly definedterms of reference. The Chairman of the various Committees will report to the Board the outcome of the Committeemeetings and such reports are incorporated in the minutes of the Board meetings. The various Committees are as below:

AUDIT COMMITTEE

This Committee was established on 5 September 2000. Its role and function is to assist the Board in overseeing theGroup's activities within its clearly defined terms of reference. Best Practices BB Part 2 and Part 4 of the Code andParagraph 15.12 of Bursa Malaysia Securities Berhad Main Market Listing Requirements ("LR of Bursa Securities") spellout the duties of an Audit Committee. The scope of duties of Top Glove's Audit Committee includes primarily the dutiesdetailed therein. Pursuant to Paragraph 15.15 of the LR of Bursa Securities, the Audit Committee Report for the currentfinancial year can be found on pages 41 to 44 of this Annual Report which also contain other information as required underthe Code.

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CORPORATE GOVERNANCE STATEMENT(cont’d)

The Board shall review the term of office and performance of the Audit Committee and each of its members at least onceevery three (3) years to determine whether such Audit Committee and members have carried out their duties inaccordance with their terms of reference.

The Board has full access to both internal and external auditors and receives reports on all audits performed via thisCommittee.

NOMINATION COMMITTEE

This Committee was established on 7 November 2001.The term of office of the Committee members is two (2) years andmay be re-nominated and re-appointed by the Board. Its role is to assist the Board of Directors in their responsibilitiesin nominating new nominees to the Board of Directors. The Nomination Committee shall also assess the performanceof the Directors of the Company on an on-going basis. The members of the Nomination Committee are as follows:

(a) Tan Sri Dato’ Seri Arshad Bin Ayub (Independent Non-Executive Director) – Chairman(b) Sekarajasekaran a/l Arasaratnam (Independent Non-Executive Director)(c) Lim Han Boon (Appointed on 21 February 2011) (Independent Non-Executive Director)(d) Quah Chin Chye (Demised on 9 January 2011) (Independent Non-Executive Director)

The duties and responsibilities of the Nomination Committee are as follows:

• To recommend to the Board of Directors, candidates for all directorships to be filled by the Shareholders or theBoard of Directors;

• To consider, in making its recommendations, candidates for directorships proposed by the Managing Director and,within the bounds of practicability, by any other senior executive or any Director or Shareholder;

• To recommend to the Board of Directors the nominees to fill the seats on Board Committees;• To assess the effectiveness of the Board of Directors as a whole and each individual Director/Committee of the

Board;• To act in line with the directions of the Board of Directors; and• To consider and examine such other matters as the Nomination Committee considers appropriate.

REMUNERATION COMMITTEE

This Committee was established on 7 November 2001. The term of office of the Committee members is two (2) yearsand may be re-nominated and re-appointed by the Board. Its role is to assist the Board of Directors in their responsibilitiesin assessing the remuneration packages of the Executive Directors. The members of the Remuneration Committee areas follows:

(a) Tan Sri Dato Sri Lim, Wee-Chai (Chairman) – Chairman(b) Sekarajasekaran a/l Arasaratnam (Independent Non-Executive Director)(c) Lim Han Boon (Appointed on 21 February 2011) (Independent Non-Executive Director)(d) Quah Chin Chye (Demised on 9 January 2011) (Independent Non-Executive Director)

The duties and responsibilities of the Remuneration Committee are as follows:

• To review and assess the remuneration packages of the Executive Directors in all forms, with or without otherindependent professional advice or other outside advice;

• To ensure the levels of remuneration be sufficiently attractive and be able to retain Directors needed to run theCompany successfully;

• To structure the component parts of remuneration so as to link rewards to corporate and individual performance andto assess the needs of the Company for talent at Board level at a particular time;

• To recommend to the Board of Directors the remuneration packages of the Executive Directors;• To act in line with the directions of the Board of Directors; and• To consider and examine such other matters as the Remuneration Committee considers appropriate.

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CORPORATE GOVERNANCE STATEMENT(cont’d)

DIRECTORS’ REMUNERATION

1) Aggregate remuneration of Directors categorised into appropriate components are as follows:

Salaries Fees Bonus ESOS -kind TotalRM’000 RM’000 RM’000 RM’000 RM’000 RM’000

ExecutiveDirectors 4,448 317 373 - 99 5,237

Non-ExecutiveDirectors - 358 - - - 358

2) Directors' remuneration are broadly categorised into the following bands:

Range of Remuneration Number of DirectorsExecutive Non-Executive

Below RM50,000 - 4RM50,001 to RM100,000 - 1RM200,001 to RM350,000 1 -RM400,001 to RM450,000 1 -RM500,001 to RM550,000 2 -RM1,650,000 to RM1,700,000 1 -

Details of individual Director’s remuneration are not disclosed in this report as the Board had considered that the aboveDirectors’ remuneration disclosure by band and analysis between Executive and Non-Executive Directors satisfied theaccountability and transparency aspects of the Code.

ESOS OPTION COMMITTEE

The Company, with approval of the Shareholders in its Extraordinary General Meeting (“EGM”) held on 9 January 2008,had established the Employees’ Share Option Scheme (“ESOS”) and the Scheme was officially implemented on 1 August 2008.

ESOS Option Committee appointed by the Board on 11 April 2003 continued to oversee the administration as well asto ensure proper implementation of the ESOS according to the Bye-laws of the Scheme. Currently the ESOS OptionCommittee comprises the following members:

• Tan Sri Dato Sri Lim, Wee-Chai – Chairman• Lee Kim Meow – member• Lim Cheong Guan – member• Wu Kin Yeap – member• Hue Kon Fah – member• Ngian Yoke Fung – member

SUPPLY OF INFORMATION TO THE BOARD

All Directors are provided with an agenda of the meeting and board papers which contain Company's financial performance,business outlook, various Committees' reports and disclosures by Directors of their interest in the shares and their interestin contracts, properties and offices pursuant to Section 135 and Section 131 of the Companies Act, 1965 respectively priorto the Board meeting. The board papers are issued in advance to facilitate informed decision making. The Managing Director

Benefit-in

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CORPORATE GOVERNANCE STATEMENT(cont’d)

will lead the presentation of board papers and provide comprehensive explanations of pertinent issues. Any proposalsand recommendations by the management will be deliberated and discussed by the Board before a decision is made.Minutes are prepared on all Board proceedings and will be signed by the Chairman of the meeting in accordance withthe provision of Section 156 of the Companies Act, 1965. The Board is kept updated on the Company's financial activitiesand operations on a regular basis.

The Directors are also notified of any corporate announcement released to Bursa Malaysia Securities Berhad (“BursaSecurities”) and the impending restriction on dealing with the securities of the Company prior to the announcement ofthe quarterly financial results.

All Directors have access to the advice and services of the Company Secretaries and they have been issued with the Codeof Ethics for Directors and Secretaries. The Company Secretaries also act as the Secretaries for all the Board Committees.

RELATIONSHIP WITH THE SHAREHOLDERS

The Company views the timely and equal dissemination of information to Shareholders and Stakeholders as important.It strictly adheres to the disclosure requirements of Bursa Securities. The Company is cautious not to provide undisclosedmaterial information about the Company to any Shareholder or Stakeholder group prior to the announcement made toBursa Securities.

In addition to the various announcements made during the year, the timely release of financial results on a quarterly basisin line with the LR of Bursa Securities, the Company provides Shareholders with an overview of the Company's performanceand progress. During the year, the Executive Directors and senior management had regular dialogues and meetings withboth local and overseas institutional investors, fund managers, analysts, research houses and members of the press mediato brief them and to keep them updated on the various announcements relating to the Company's financial performance,major corporate proposals and pertinent issues within the disclosure requirements of Bursa Securities.

The AGM is an important forum where communications with Shareholders can be effectively conducted. Shareholdersare notified of the meeting together with a copy of the Company's Annual Report at least twenty-one (21) days beforethe meeting. At each AGM, Shareholders are given ample time and opportunity to ask for more information, withoutlimiting the type of questions asked, on the Audited Financial Statements. During the meeting, the Chairman and theBoard members are prepared to response to all queries and undertake to provide sufficient clarification on issues andconcerns raised by the Shareholders. The external auditors are also present to provide their professional and independentclarification on issues and concerns raised by the Shareholders.

Status of all resolutions proposed at the AGM is submitted to Bursa Securities at the end of the meeting day. The Boardhas ensured that each item of special business included in the notice of the annual or extraordinary general meeting areaccompanied by a full explanation of the effects of a proposed resolution.

Institutional investors and analysts are welcomed and have equal opportunity to meet our management aboutperformance, corporate governance and other matters related to Shareholders' interest.

The Company also maintains a website at http://www.topglove.com.my, from which Shareholders and Stakeholderscan access for information.

ACCOUNTABILITY AND AUDIT

Financial Reporting

Statement of Directors' Responsibilities in respect of Audited Financial Statements pursuant to Paragraph 15.26(a) of theLR of Bursa Securities.

The Directors are responsible to ensure that financial statements are drawn up in accordance with the provisions of theCompanies Act, 1965 and applicable approved accounting standards in Malaysia. In presenting the financial statements,the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudentjudgements and estimates and prepared on a going concern basis. The Directors also strive to ensure that financialreporting present a balanced and understandable assessment of the Company's position and prospects.

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Quarterly financial statements are reviewed by the Audit Committee and approved by the Board of Directors prior torelease to Bursa Securities within the stipulated time frame.

Internal Control

The Board acknowledges its responsibility for maintaining a sound system of internal controls, which provides reasonableassessment of effective and efficient operations, internal financial controls, and compliance with laws and regulations aswell as with internal procedures and guidelines. The internal control system also aims at identifying and managing anyrisks that the Company may encounter in pursuit of its business objectives. A Statement on Internal Control of theCompany is set out on page 40 of this Annual Report.

Whistle-Blowing Policy

The Board believed that having a whistle-blowing system in place will strengthens, supports good management and atthe same time demonstrates accountability, good risk management and sound corporate governance practices.

In view thereof, the Audit Committee recommend to the Board for adoption of a Whistle-Blowing Policy in 2010. TheBoard aimed to provide a platform and to act as a mechanism for parties to channel their complaints or to provideinformation on fraud, wrongdoings or noncompliance to any rules or procedures by the employee or management of theCompany. The policy outlines when, how and to whom a concern may be properly raised, distinguishes a concern froma personal grievance and allows the whistleblower the opportunity to raise a concern outside their management line andin confidence. The identity of the whistle-blower is kept confidential and protection is accorded to the whistle-bloweragainst any form of reprisal or retribution. Any concerns raised will be investigated by TGPAC and Whistle BlowingCommittee and a report and update is provided to the Board of Directors, through the Audit Committee.

Relationship with the Auditors

The external auditors, Messrs. Ernst & Young and Messrs. William C.H. Tan & Associates have continued to report tomembers of the Company on their findings which are included as part of the Company's statutory financial statements.The Company has thus established a transparent arrangement with the auditors to meet auditors' professionalrequirements. From time to time, the auditors highlight to the Audit Committee and the Board of Directors on mattersthat require Audit Committee's and Board's attention through the issuance of management letters.

OTHER COMPLIANCE INFORMATION

1. Utilisation Of Proceeds

The Company did not raise funds through any corporate proposal during the financial year.

2. Recurrent Related Party Transactions

During the financial year, there were no recurrent related party transactions of a revenue or trading nature involvingthe Directors and/or substantial shareholders of the Company.

3. Share Buy-Back

During the financial year, the Company had not purchased any of its own shares.

4. Depository Receipt Programme

A Sponsored Level-1 ADR Programme (Depository Receipt Programme) for shares of the Company was registeredwith the Securities and Exchange Commission of the United States of America since 27 December 2005.

Under the Depository Receipt Programme, a maximum of 5% of the total issued and paid-up capital of the Companywill be traded in the Depository Receipts in the United States of America, in the ratio of four (4) shares to one (1)Depository Receipt.

CORPORATE GOVERNANCE STATEMENT(cont’d)

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The Depository Bank for the Depository Receipt Programme is The Bank of New York and the sole custodian of theCompany's shares for the Depository Receipt Programme is Malayan Banking Berhad, Kuala Lumpur.

As at 25 October 2011, the total number of Depository Receipts sold under the Depository Receipt Programmeamounted to 9,200 shares.

5. Imposition Of Sanctions And/Or Penalties

There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or managementby the relevant regulatory bodies during the financial year.

6. Non-Audit Fees

During the financial year, the amount of non-audit fees paid to the external auditors amounted to RM83,927.00.

7. Variation In Results

There was no material variance between the results of the financial year and the unaudited results previouslyannounced. The Company did not make any release on the profit estimate, forecast or projections for the financialyear.

8. Profit Guarantees

During the financial year, there were no profit guarantees given by the Company.

9. Material Contracts

During the financial year, there were no material contracts entered into by the Company and its subsidiaries involvingDirectors’ and / or substantial Shareholders’ interests.

10. Contracts Relating To Loans

There were no material contracts relating to loans entered into by the Company involving Directors and/or substantialShareholders.

11. Options or Convertible Securities

During the current financial year ended 31 August 2011, a total of 350,600 new ordinary shares were issued andallotted pursuant to the exercise of the ESOS. The details of the issued and paid-up share capital of the Companyas at 31 August 2011 are as follows:-

No. of Shares RM

As at 1 September 2010 618,162,362 309,081,181.00Ordinary shares of RM0.50 each issued pursuant to the ESOS 350,600 175,300.00

As at 31 August 2011 618,512,962 309,256,481.00

Other than the above, there was no issuance of convertible securities during the financial year.

12. Revaluation of Landed Properties

The Company does not have a revaluation policy on landed properties.

CORPORATE GOVERNANCE STATEMENT(cont’d)

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The Board is committed to establish a sound, efficient and effective system of internal control covering not only financialcontrols but also operational compliance and risk management to safeguard Shareholders' investment and the Group'sassets. There is an on-going review process by the Board to ensure the adequacy and integrity of the system. Such asystem is designed to identify and to manage the Group’s risk within the acceptable risk profile, rather than eliminate therisk of failure. Accordingly, the system can only provide reasonable and not absolute assurance against materialmisstatement, loss or fraud.

The Group's internal control mechanism is embedded in the various work processes and procedures at appropriatelevels in the Group. The Chairman and Senior Management team comprising experienced personnel with vast specialisedindustry experience, are assigned with the responsibility of managing the Group. They are accountable for the conductand performance of their operations within their respective businesses. The Chairman and Senior Management monitorthe day-to-day affairs of the Group through review of performance and operations reports, as well as attendingmanagement meetings. Any significant issues are immediately brought to the attention of the Chairman, who in turn willbring these matters before the Board.

The Audit Committee is also responsible for reviewing and monitoring the effectiveness of the Group's system of internalcontrol. In this respect, the Company’s Internal Audit Department was set up in the financial year ended 31 August 2003to undertake the obligation to conduct regular review on the Group's various operations and reports directly to the AuditCommittee. The external auditors provide assurance in the form of their annual statutory audit of the financial statements.Further areas for improvement identified during the course of the statutory audit by the external auditors are brought tothe attention of the Audit Committee through management letters, or discussed at Audit Committee meetings.

The key processes that the Group has established in reviewing the adequacy and integrity of the Group's system ofinternal control include the following:

1) Company's Policies and Procedures, which set out guidelines and the expected standards for the Group'soperations are under regular review and update so as to maintain its effectiveness at all times.

2) Periodical and/or annual budgeting and target setting and review system for every operation of the Group. Analysis,data comparison and reporting of variances against targets are presented in the Group’s various managementmeetings, which provide the framework for monitoring and controlling mechanism.

3) Submission of regular, timely and comprehensive flow of information/ reports to the Board and management on allaspects of the Group’s operations to facilitate the monitoring of performance against strategic plans.

4) Clearly defined organisation structure of the various departments with defined delegation of responsibilities andaccountability. Setting out the decision that needs to be taken and the appropriate approving authority at variouslevels of the management including matters that requires Board’s approval.

5) Setting up monetary limits to the various level of delegated authority in order to minimise the risks of unauthorisedtransactions.

6) Regular internal audit visits by the Company’s Internal Audit Department to assess and provide independent reportsand assurance on the state of the internal control system of the Group’s various operations.

7) Continuous training and development programmes covering all level of the Group’s employees to ensure and tomaintain the competency and efficiency of the employees.

8) Undertakes the compliance review functions to ensure adherence to rules and regulations laid down by the variousregulators and authorities.

9) Continue to enhance the control and monitor the worker’s permit renewal via the human resources managementcomputer system and work closely with Foreign Workers Medical Examination Monitoring Agency on the medicalcheck up of our foreign workers.

The Board is dedicated towards operating a sound system of internal control and therefore recognised that the systemmust continuously evolve to support the business and the size of the Group.

There were no material internal control failures, which resulted in material losses or contingencies during the financial year.The Management will, when necessary, put in place appropriate action to further enhance the Group's system of internalcontrol.

Pursuant to paragraph 15.23 of Bursa Malaysia Securities Berhad Main Market Listing Requirements, the external auditorshave reviewed this statement for inclusion in the Annual Report for the financial year ended 31 August 2011 and reportedto the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent withtheir understanding of the process adequacy and integrity of the system of internal control.

This statement does not include the state of internal control in associate company, which has not been dealt with as partof the Group and was made in accordance with a resolution of the Board of Directors dated 11 October 2011.

STATEMENT ON INTERNAL CONTROL

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AUDIT COMMITTEE REPORT

The Audit Committee of Top Glove Corporation Bhd is pleased to present the Audit Committee Report for the financialyear ended 31 August 2011.

1. MEMBERSHIP AND ATTENDANCE

The Audit Committee members and details of attendance of each member at the Audit Committee meetings heldduring the financial year ended 31 August 2011 are as follows:-

Number of Audit Committee MeetingsComposition of Audit Committee Held Attended

Tan Sri Dato’ Seri Arshad Bin Ayub 5 5Chairman / Independent Non-Executive Director

Sekarajasekaran a/l Arasaratnam 5 4Member / Independent Non-Executive Director

Lim Han Boon 3 3Member / Independent Non-Executive Director(Appointed on 21 February 2011)

Quah Chin Chye 2 2Member / Independent Non-Executive Director(Demised on 9 January 2011)

2. COMPOSITION AND TERMS OF REFERENCE

2.1 Composition of members

The Board shall elect the Audit Committee members from amongst themselves, comprising no fewer thanthree (3) non-executive directors. The majority of the Audit Committee members shall be independent directors.

In this respect, the Board adopts the definition of “Independent Director” as defined under Bursa MalaysiaSecurities Berhad (“Bursa Securities”) Main Market Listing Requirements.

All members of the Audit Committee shall be financially literate and at least one (1) member of the AuditCommittee must be:

a) a member of the Malaysian Institute of Accountant (“MIA”); orb) if he is not a member of MIA, he must have at least three (3) years of working experience; and

i) he must have passed the examinations specified in Part I of the First Schedule of the AccountantsAct 1967;or

ii) he must be a member of one of the associations of the accountants specified in Part II of the FirstSchedule of the Accountants Act 1967; or

c) fulfills such other requirements as prescribed or approved by Bursa Securities.

No alternate Director of the Board shall be appointed as a member of the Audit Committee.

The term of office and performance of the Audit Committee and each of its members shall be reviewed by theBoard at least once every three (3) years to determine whether such Audit Committee and members havecarried out their duties in accordance with their terms of reference.

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AUDIT COMMITTEE REPORT(cont’d)

Retirement and resignation

If a member of the Audit Committee resigns, dies, or for any reason ceases to be a member resulting in non-compliance to the composition criteria as stated in paragraph 2.1 above, the Board shall within three (3) monthsof the event appoint such number of the new members as may be required to fill the vacancy.

2.2 Chairman

The members of the Audit Committee shall elect a Chairman from amongst their number who shall be anIndependent Director.

In the absence of the Chairman of the Audit Committee, the other members of the Audit Committee shallamongst themselves elect a Chairman who must be Independent Director to chair the meeting.

2.3 Secretary

The Company Secretary shall be the Secretary of the Audit Committee and as a reporting procedure, theMinutes shall be circulated to all members of the Board.

2.4 Meetings

The Audit Committee shall meet regularly, with due notice of issues to be discussed, and shall record itsconclusions in discharging its duties and responsibilities. In addition, the Chairman may call for additionalmeetings at any time at the Chairman’s discretion.

Upon the request of the external auditor, the Chairman of the Audit Committee shall convene a meeting of theAudit Committee to consider any matter the external auditor believes should be brought to the attention of theDirectors or Shareholders.

Notice of Audit Committee meetings shall be given to all the Audit Committee members unless the AuditCommittee waives such requirement.

The Chairman of the Audit Committee shall engage on a continuous basis with senior management, such asthe Chairman, the Chief Executive Officer, the Finance Director, the head of internal audit and the externalauditors in order to be kept informed of matters affecting the Company. The Audit Committee shall meet withthe internal auditors without executive Board members or employees present, whenever deemed necessary.

The Finance Director, the head of internal audit and a representative of the external auditors should normallyattend meetings. Other Board members and employees may attend meetings upon the invitation of the AuditCommittee. However, the Audit Committee shall meet with the external auditors without executive Boardmembers or employees present at least twice a year and whenever necessary.

Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the memberspresent, and in the case of equality of votes, the Chairman of the Audit Committee shall have a second orcasting vote.

2.5 Minutes

Minutes of each meeting shall be kept at the registered office and distributed to each member of the AuditCommittee and also to the other members of the Board. The Audit Committee Chairman shall report on eachmeeting to the Board.

The minutes of the Audit Committee meeting shall be signed by the Chairman of the meeting at which theproceedings were held or by the Chairman of the next succeeding meeting.

2.6 Quorum

The quorum for the Audit Committee meeting shall be the majority of members present whom must beIndependent Directors.

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AUDIT COMMITTEE REPORT(cont’d)

2.7 Objectives

The principal objectives of the Audit Committee are to assist the Board of Directors in discharging its statutoryduties and responsibilities relating to accounting and reporting practices of the holding company and each ofits subsidiaries. In addition, the Audit Committee shall:

a) evaluate the quality of the audits performed by the internal and external auditors;b) provide assurance that the financial information presented by management is relevant, reliable and timely;c) oversee compliance with laws and regulations and observance of a proper code of conduct; andd) determine the quality, adequacy and effectiveness of the Group’s control environment.

2.8 Authority

The Audit Committee shall, in accordance with a procedure to be determined by the Board and at the expenseof the Company:

(a) have explicit authority to investigate any matter within its terms of reference, the resources to do so, andfull access to information. All employees shall be directed to co-operate as requested by members of theAudit Committee.

(b) have full and unlimited/unrestricted access to all information and documents/resources which are requiredto perform its duties as well as to the internal and external auditors and senior management of theCompany and Group.

(c) obtain independent professional or other advice and to invite outsiders with relevant experience to attend,if necessary.

(d) have direct communication channels with the external auditors and person(s) carrying out the internalaudit function or activity (if any).

(e) where the Audit Committee is of the view that the matter reported by it to the Board has not beensatisfactorily resolved resulting in a breach of Bursa Securities Main Market Listing Requirements, theAudit Committee shall promptly report such matter to Bursa Securities.

2.9 Duties and responsibilities

The duties and responsibilities of the Audit Committee are as follows:

(a) To consider the appointment of the external auditor, the audit fee and any question of resignation ordismissal;

(b) To discuss with the external auditor before the audit commences, the nature and scope of the audit, andensure co-ordination where more than one audit firm is involved;

(c) To review with the external auditor his evaluation of the system of internal controls and his audit report;(d) To review the quarterly and year-end financial statements of the Board, focusing particularly on :-

• any change in accounting policies and practices;• significant adjustments arising from the audit;• the going concern assumption; and• compliance with accounting standards and other legal requirements;

(e) To discuss problems and reservations arising from the interim and final audits, and any matter the auditormay wish to discuss (in the absence of management, where necessary);

(f) To review the external auditor’s management letter and management’s response;(g) To do the following, in relation to the internal audit function:-

• 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;

• review the internal audit programme and results of the internal audit process and, where necessary,ensure that appropriate actions are taken on the recommendations of the internal audit function;

• review any appraisal or assessment of the performance of members of the internal audit function;• approve any appointment or termination of senior staff members of the internal audit function; and• take cognizance of resignations of internal audit staff members and provide the resigning staff

member an opportunity to submit his reasons for resigning;

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AUDIT COMMITTEE REPORT(cont’d)

(h) To consider any related party transactions and conflict of interest situation that may arise within theCompany or Group including any transaction, procedure or course of conduct that raises questions ofmanagement integrity;

(i) To report its findings on the financial and management performance, and other material matters to theBoard;

(j) To consider the major findings of internal investigations and management’s response;(k) 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, if any;(l) To determine the remit of the internal audit function;(m) To consider other topics as defined by the Board; and(n) To consider and examine such other matters as the Audit Committee considers appropriate.

3. SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

The Audit Committee has discharged its duties as set out in its Terms of Reference. The major areas reviewed anddeliberated by the Audit Committee are as follows:

a) Reviewed all the four Quarter’s Financial Statements and the annual audited financial statements of theCompany at Audit Committee meetings held each quarter before recommending the same for the Board’sapproval on the same date;

b) Reviewed the Annual Report to ensure adherence to legal and regulatory reporting requirements andappropriate resolution of all accounting matters requiring significant judgement;

c) Reviewed and deliberated on the external auditors’ report and recommendations regarding opportunities forimprovement to the significant risk areas, internal control and financial matters areas based on observationsmade in the course of audit;

d) Deliberated the best Board practices for meeting the market expectations and protecting shareholders’ intereststhat were highlighted by the external auditors;

e) Reviewed the related party transactions that are required to be transacted at an arm’s length basis and are notdetrimental to the interest of minority shareholders;

f) Approved the Internal Auditors’ Annual Audit Plan for 2011 and the Internal Audit Reports issued and auditrecommendations presented by the Internal Audit Manager in Audit Committee meeting in every quarter;

g) Deliberated the emerging financial reporting issues pursuant to the introduction of new accounting standardsand additional statutory/regulatory disclosure requirements;

h) Reviewed the measures being taken to fortify the existing risk assessment and management processes; andi) Verified the allocation of option shares pursuant to the ESOS to eligible employees had been made in

accordance with the criteria of allocation of option shares as set out in the by-laws of the ESOS.

4. SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT DEPARTMENT

The Company has an Internal Audit Department whose principal objective is to undertake regular reviews of thesystems of controls, procedures and operations so as to provide reasonable assurance that the internal controlsystem is sound, adequate and satisfactory. The Internal Audit Department reports directly to the Audit Committee.Its role is to provide the Committee with independent and objective reports on the state of internal controls of theoperating units within the Group and the extent of compliance by such units with the Group’s established policiesand procedures and the regulatory requirements of the relevant authorities. The Audit Committee reviews andapproves the internal audit plan of the Group submitted by the Internal Audit Manager.

During the financial year ended 31 August 2011, the areas audited included audits of the various departmentscovering all the factories and subsidiaries within the Group. Internal audit reports were issued to the Audit Committeeregularly and tabled in the Audit Committee meetings. The reports are also issued to the respective operationsmanagement, incorporating audit recommendations and management’s responses with regards to any audit findingson the weaknesses in the systems and controls of the operations. The Internal Audit Department also follows upwith management on the implementation of the agreed audit recommendations.

The costs incurred in maintaining the Internal Audit Function which is performed in-house for the financial year underreview was RM235,670.00 (2010 : RM330,000.00).

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FINANCIAL STATEMENTSfor the Year Ended 31 August 2011

Page

46 Directors’ Report51 Statement by Directors51 Statutory Declaration52 Independent Auditors’ Report54 Income Statements55 Statements of Comprehensive Income56 Statements of Financial Position58 Statements of Changes in Equity61 Statements of Cash Flows63 Notes to the Financial Statements

122 Notes to the Financial Statements - Supplementary Information

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DIRECTORS' REPORT

Directors' report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and ofthe Company for the financial year ended 31 August 2011.

Principal activities

The principal activities of the Company are investment holding and the provision of management services.

The principal activities of the subsidiaries are described in Note 14 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

Results

Group CompanyRM’000 RM’000

Profit net of tax 115,132 74,418

Profit attributable to:Owners of the parent 113,091 74,418Minority interests 2,041 -

115,132 74,418

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

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial yearwere not substantially affected by any item, transaction or event of a material and unusual nature other than the effectsarising from the changes in accounting policies due to the adoption of FRS 139 Financial Instruments: Recognition andMeasurement which has resulted in an increase in the Group's profit net of tax by approximately RM1,737,000 asdisclosed in Note 2.2 to the financial statements.

Dividends

The amount of dividends paid by the Company since 31 August 2010 were as follows:

RM’000In respect of the financial year ended 31 August 2010:

Final single tier dividend of 18%, paid on 20 January 2011 55,652

In respect of the financial year ended 31 August 2011:First interim single tier dividend of 10%, paid on 21 July 2011 30,923

86,575

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DIRECTORS' REPORT(cont’d)

Dividends (continued)

At the forthcoming Annual General Meeting, a single tier final dividend of 12% on 618,512,962 ordinary shares amountingto RM37,110,777 (6.00 sen per share) in respect of the financial year ended 31 August 2011 will be proposed forshareholders' approval. The financial statements for the current financial year do not reflect this proposed dividend. Suchdividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in thefinancial year ending 31 August 2012.

Directors

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

Tan Sri Dato Sri Lim, Wee-ChaiTan Sri Dato' Seri Arshad bin AyubTan Sri Dato' Dr. Lin See YanLee Kim MeowPuan Sri Tong Siew BeeLim Hooi SinSekarajasekaran a/l ArasaratnamQuah Chin Chye (Demised on 9 January 2011)Lim Cheong GuanLim Han Boon (Appointed on 21 February 2011)

Directors' benefits

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which theCompany was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debenturesof the Company or any other body corporate, other than those arising from the share options granted under the EmployeeShare Options Scheme ("ESOS").

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other thanbenefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixedsalary of a full-time employee of the Company as shown in Note 9 to the financial statements) by reason of a contractmade by the Company or a related corporation with a director or with a firm of which he is a member, or with a companyin which he has a substantial financial interest.

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DIRECTORS' REPORT(cont’d)

Directors' interests

According to the register of directors' shareholdings, the interests of directors in office at the end of the financial year inshares in the Company during the financial year were as follows:

Number of ordinary shares of RM0.50 each

1 September 31 August2010 Acquired Sold 2011

Tan Sri Dato Sri Lim, Wee-Chai- direct 178,911,138 150,000 - 179,061,138- indirect 57,289,204 68,800 (150,000) 57,208,004Tan Sri Dato' Seri Arshad bin Ayub 1,400,000 - - 1,400,000Lee Kim Meow- direct 1,001,600 - - 1,001,600- indirect 10,000 - - 10,000Puan Sri Tong Siew Bee- direct 9,195,748 - - 9,195,748- indirect 227,004,594 218,800 (150,000) 227,073,394Lim Hooi Sin- direct 10,839,662 68,800 - 10,908,462- indirect 225,360,680 150,000 (150,000) 225,360,680Sekarajasekaran a/l Arasaratnam 14,343,718 155,000 (1,927,000) 12,571,718Lim Cheong Guan 80,000 - - 80,000

Number of options over ordinary shares of RM0.50 each

1 September 31 August2010 Granted Exercised 2011

Tan Sri Dato Sri Lim, Wee-Chai 420,000 - - 420,000Lee Kim Meow 252,000 - - 252,000Puan Sri Tong Siew Bee 192,000 - - 192,000Lim Hooi Sin 163,200 - (68,800) 94,400Lim Cheong Guan 234,000 - - 234,000

Tan Sri Dato Sri Lim, Wee-Chai, Puan Sri Tong Siew Bee and Lim Hooi Sin by virtue of their interest in shares of theCompany are also deemed interested in shares of all the subsidiaries to the extent the Company has an interest.

The other directors in office at the end of the financial year had no interest in shares in the Company or its relatedcorporations or in share options in the Company during the financial year.

Issue of shares

During the financial year, the Company increased its issued and paid-up share capital from RM309,081,000 toRM309,256,000 by way of issuance of 350,600 ordinary shares of RM0.50 each pursuant to the ESOS at an option pricebetween RM2.01 and RM4.60 per ordinary share.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinaryshares of the Company.

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DIRECTORS' REPORT(cont’d)

Employee share options scheme

The Company's ESOS is governed by the by-laws which was approved by the shareholders at the Extraordinary GeneralMeeting held on 9 January 2008 and became effective on 1 August 2008.

The main features and other terms of the ESOS are disclosed in Note 31 to the financial statements.

During the financial year, the Company has not granted any options pursuant the ESOS.

Other statutory information

(a) Before the income statements and statements of financial position of the Group and of the Company were madeout, the directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making ofprovision for doubtful debts and satisfied themselves that there were no known bad debts and that adequateprovision had been made for doubtful debts; and

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

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

(i) it necessary to write off any bad debts or the amount of the provision for doubtful debts in the financialstatements of the Group and of the Company inadequate to any substantial extent; and

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

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

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

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

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

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

(f) In the opinion of the directors:

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

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

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DIRECTORS' REPORT(cont’d)

Auditors

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

Signed on behalf of the Board in accordance with a resolution of the directors dated 2 November 2011.

Tan Sri Dato Sri Lim, Wee-Chai Lim Han Boon

Selangor, Malaysia

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STATEMENT BY DIRECTORSPursuant to Section 169 (15) of the Companies Act, 1965

We, Tan Sri Dato Sri Lim, Wee-Chai and Lim Han Boon, being two of the directors of Top Glove Corporation Bhd., do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 54 to 121are drawn up in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as togive a true and fair view of the financial position of the Group and of the Company as at 31 August 2011 and their financialperformance and cash flows for the year then ended.

The information set out in Note 41 on page 122 of the financial statements have been prepared in accordance with theGuidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of DisclosurePursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated dated 2 November 2011.

Tan Sri Dato Sri Lim, Wee-Chai Lim Han Boon

Selangor, Malaysia

STATUTORY DECLARATIONPursuant to Section 169 (16) of the Companies Act, 1965

I, Tan Sri Dato Sri Lim, Wee-Chai, the director primarily responsible for the financial management of Top Glove CorporationBhd., do solemnly and sincerely declare that the accompanying financial statements set out on pages 54 to 121 are inmy opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of theprovisions of the Statutory Declarations Act 1960.

Subscribed and solemnly declared by theabovenamed Tan Sri Dato Sri Lim, Wee-Chaiat Klang in the State of Selangoron 2 November 2011 Tan Sri Dato Sri Lim, Wee-Chai

Before me,

Goh Cheng TeakCommissioner for Oaths

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INDEPENDENT AUDITORS’ REPORTto the members of Top Glove Corporation Bhd. (Incorporated in Malaysia)

Report on the financial statements

We have audited the financial statements of Top Glove Corporation Bhd., which comprise the statements of financialposition as at 31 August 2011 of the Group and of the Company, and the income statements, statements of changesin equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary ofsignificant accounting policies and other explanatory notes, as set out on pages 54 to 121.

Directors’ responsibility for the financial statements

The directors of the Company are responsible for the preparation of financial statements that give a true and fair view inaccordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal controlas the directors determine are necessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we considerinternal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overallpresentation of the financial statements.

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standardsand the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and ofthe Company as at 31 August 2011 and of their financial performance and cash flows for the year then ended.

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INDEPENDENT AUDITORS’ REPORTto the members of Top Glove Corporation Bhd. (Incorporated in Malaysia) (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 Companyand its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisionsof the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have notacted as auditors, which are indicated in Note 14 to the financial statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparation ofthe consolidated financial statements and we have received satisfactory information and explanations required byus for those purposes.

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material tothe consolidated financial statements and did not include any comment required to be made under Section 174(3)of the Act.

Other matters

The supplementary information set out in Note 41 on page 122 is disclosed to meet the requirement of Bursa MalaysiaSecurities Berhad. The directors are responsible for the preparation of the supplementary information in accordance withGuidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of DisclosurePursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary informationis prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia SecuritiesBerhad.

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

Ernst & Young Lee Ah TooAF: 0039 2187/09/13(J)Chartered Accountants Chartered Accountant

Melaka, MalaysiaDate: 2 November 2011

Annual Report 2011 53

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INCOME STATEMENTSfor the financial year ended 31 August 2011

Group Company

Note 2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Revenue 4 2,053,916 2,079,432 84,775 55,205Cost of sales (1,818,767) (1,640,550) - -

Gross profit 235,149 438,882 84,775 55,205

Other items of incomeInterest income 5 10,573 4,288 7 73Other income 6 26,689 10,372 - -

Other items of expenseDistribution and selling costs (67,121) (66,008) - -Administrative and general expenses (60,495) (80,987) (2,364) (1,622)Finance costs (242) (639) - -

Share of results of associate 917 (947) - -

Profit before tax 7 145,470 304,961 82,418 53,656Income tax expense 10 (30,338) (54,550) (8,000) (145)

Profit net of tax 115,132 250,411 74,418 53,511

Profit attributable to:Owners of the parent 113,091 245,231 74,418 53,511Minority interests 2,041 5,180 - -

115,132 250,411 74,418 53,511

Earnings per shareattributable to owners ofthe parent (sen):Basic 11 18.29 39.83Diluted 11 18.27 39.69

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Top Glove Corporation Berhad54

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STATEMENTS OF COMPREHENSIVE INCOMEfor the financial year ended 31 August 2011

Group Company

2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Profit net of tax 115,132 250,411 74,418 53,511

Other comprehensive loss:Net loss on available-for-sale

financial assets:- loss on fair value changes (1,057) - - -

Foreign currency translation 864 (14,485) - -

Other comprehensive lossfor the year, net of tax (193) (14,485) - -

Total comprehensive income for the year 114,939 235,926 74,418 53,511

Total comprehensive incomeattributable to:

Owners of the parent 113,009 235,441 74,418 53,511Minority Interest 1,930 485 - -

114,939 235,926 74,418 53,511

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2011 55

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STATEMENTS OF FINANCIAL POSITIONas at 31 August 2011

Group Company

Note 2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Assets

Non-current assetsProperty, plant and equipment 12 660,692 580,867 - -Land use rights 13 19,608 21,741 - -Investments in subsidiaries 14 - - 28,503 28,503Investments in associate 15 7,039 5,056 - -Investment securities 16 146 145 - -Trade and other receivables 19 - - - 363,856Goodwill 17 20,113 20,113 - -

707,598 627,922 28,503 392,359

Current assetsInventories 18 175,532 167,511 - -Trade and other receivables 19 262,129 262,475 463,282 107,724Other current assets 20 4,316 5,142 - -Tax recoverable 13,228 5,473 180 153Investment securities 16 108,512 40,557 - -Derivative assets 21 2,954 - - -Cash and cash equivalents 22 148,760 262,930 142 3,015

715,431 744,088 463,604 110,892

Total assets 1,423,029 1,372,010 492,107 503,251

Equity and liabilities

Current liabilitiesLoans and borrowings 23 157 541 - -Trade and other payables 24 194,611 201,702 531 527Other current liabilities 34,644 16,016 - -

229,412 218,259 531 527

Net current assets 486,019 525,829 463,073 110,365

Non-current liabilitiesLoans and borrowings 23 2,851 3,025 - -Deferred tax liabilities 25 44,393 34,360 - -

47,244 37,385 - -

Total liabilities 276,656 255,644 531 527

Net assets 1,146,373 1,116,366 491,576 502,724

Top Glove Corporation Berhad56

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STATEMENTS OF FINANCIAL POSITIONas at 31 August 2011 (cont’d)

Group Company

Note 2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Equity attributable toowners of the parent

Share capital 26 309,256 309,081 309,256 309,081Share premium 27 171,780 170,563 171,780 170,563Other reserves 29 14,831 13,451 9,877 10,260Retained earnings 30 625,936 599,407 663 12,820

1,121,803 1,092,502 491,576 502,724Minority interests 24,570 23,864 - -

Total equity 1,146,373 1,116,366 491,576 502,724

Total equity and liabilities 1,423,029 1,372,010 492,107 503,251

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2011 57

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STATEMENTS OF CHANGES IN EQUITYfor the financial year ended 31 August 2011

Att

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Top Glove Corporation Berhad58

Page 61: Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco

STATEMENTS OF CHANGES IN EQUITYfor the financial year ended 31 August 2011 (cont’d)

Att

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9,40

7 23

,864

Annual Report 2011 59

Page 62: Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco

Non-distributable DistributableShare

Equity, Share Share Treasury option Retainedtotal capital premium shares reserve earnings

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

Company

Opening balance at1 September 2010 502,724 309,081 170,563 - 10,260 12,820

Total comprehensive income 74,418 - - - - 74,418

Transactions with ownersIssuance of ordinary shares

pursuant to ESOS 1,015 175 840 - - -Transfer from share option reserve - - 383 - (383) -Share issue expenses (6) - (6) - - -Dividends on ordinary shares

(Note 39) (86,575) - - - - (86,575)

(85,566) 175 1,217 - (383) (86,575)

Closing balance at31 August 2011 491,576 309,256 171,780 - 9,877 663

Opening balance at1 September 2009 414,750 151,879 243,677 (38,427) 9,995 47,626

Total comprehensive income 53,511 - - - - 53,511

Transactions with ownersIssuance of ordinary shares

pursuant to ESOS 31,346 2,826 28,520 - - -Share options granted under ESOS 9,930 - - - 9,930 -Transfer from share option reserve - - 9,665 - (9,665) -Issuance of bonus shares - 154,376 (154,376) - -Share issue expenses (71) - (71) - - -Sale of treasury shares 81,575 - 43,148 38,427 - -Dividends on

ordinary shares (Note 39) (88,317) - - - - (88,317)

34,463 157,202 (73,114) 38,427 265 (88,317)

Closing balance at31 August 2010 502,724 309,081 170,563 - 10,260 12,820

STATEMENTS OF CHANGES IN EQUITYfor the financial year ended 31 August 2011 (cont’d)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Top Glove Corporation Berhad60

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STATEMENTS OF CASH FLOWSfor the financial year ended 31 August 2011

Group Company

2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Operating activities

Profit before tax 145,470 304,961 82,418 53,656Adjustments for :

Gross dividend - - (83,600) (53,767)Depreciation and amortisation

- Property, plant and equipment 61,343 58,834 - -- Amortisation of land use rights 224 227 - -

Gain on disposal of property,plant and equipment (245) (849) - -

Property, plant and equipment written off 426 118 - -Share options granted under ESOS - 9,930 - (328)Provision for doubtful debts - 14 - -Unrealised foreign exchange loss 8,675 13,763 - -Impairment on investment in associate 46 2,800 - -Share of results of associate (917) 947 - -Net fair value gains on derivative (1,737) - - -Net fair value gains on available-for-sale (1,057) - - -Negative goodwill written off (1,767) - - -Reversal of impairment loss (397) - - -Finance costs 242 639 - -Interest income (10,573) (4,288) (7) (73)

Total adjustments 54,263 82,135 (83,607) (54,168)Operating cash flows before changes

in working capital 199,733 387,096 (1,189) (512)

Changes in working capitalIncrease in inventories (6,004) (48,458) - -Increase in receivables (3,597) (71,409) (12) -Increase/(decrease) in payables 10,407 20,702 4 (342)

Total changes in working capital 806 (99,165) (8) (342)

Cash flows from/(used in) operation 200,539 287,931 (1,197) (854)Interest paid (242) (639) - -Income taxes paid (28,176) (73,797) (27) (30)

Net cash flows from/(used in)operating activities 172,121 213,495 (1,224) (884)

Annual Report 2011 61

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STATEMENTS OF CASH FLOWSfor the financial year ended 31 August 2011 (cont’d)

Group Company

2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Investing activities

Purchase of property, plant and equipment (141,273) (88,840) - -Additional land use rights - (8,140) - -Purchase of investment securities (68,267) (27,849) - -Interest received 10,573 4,288 7 73Dividends income from subsidiaries - - 75,600 53,622Proceeds from disposal of property,

plant and equipment 1,752 2,812 - -Additional investment in an associate (336) - - -Net cash inflow on acquisition of

a subsidiary 624 - - -

Net cash flows (used in)/frominvesting activities (196,927) (117,729) 75,607 53,695

Financing activities

Repayment from/(advances to) subsidiaries - - 8,310 (52,016)Proceeds from issuance of ordinary shares 1,015 31,346 1,015 31,346Share issue expenses (6) (71) (6) (71)Proceeds from sale of treasury shares - 81,575 - 81,575Dividend paid on ordinary shares (86,575) (109,098) (86,575) (109,098)Dividend paid to minority shareholders (1,280) - - -Repayment of obligations under

finance leases (20) (53) - -Repayment of bank loans (658) (3,204) - -Repayment of medium term notes - (11,500) - (11,500)Decrease in short term borrowings - (2,210) - -

Net cash flows used infinancing activities (87,524) (13,215) (77,256) (59,764)

Net (decrease)/increase in cash andcash equivalents (112,330) 82,551 (2,873) (6,953)

Effects of foreign exchange rate changes (1,840) (5,469) - -Cash and cash equivalents

at 1 September 262,930 185,848 3,015 9,968

Cash and cash equivalents at 31 August 148,760 262,930 142 3,015

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Top Glove Corporation Berhad62

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011

1. Corporate information

Top Glove Corporation Bhd. ("the Company") is a public limited liability company, incorporated and domiciled inMalaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The principal place of business ofthe Company is located at Lot 4969, Jalan Teratai, Batu 6, off Jalan Meru, 41050 Klang, Selangor.

The principal activities of the Company are investment holding and the provision of management services. Theprincipal activities of the subsidiaries are described in Note 14. There were no significant changes in the nature ofthe principal activities during the financial year.

2. Summary of significant accounting policies

2.1 Basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with FinancialReporting Standards and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year,the Group and the Company adopted new and revised FRS as described fully in Note 2.2.

The financial statements have been prepared on the historical cost basis except as disclosed in the accountingpolicies below.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearestthousand (RM'000) except when otherwise indicated.

2.2 Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except that the Groupand the Company adopted, where applicable, the following new and amended FRS and IC Interpretationswhich became mandatory at the beginning of the current financial year.

• FRS 4: Insurance Contracts• FRS 7: Financial Instruments: Disclosures• FRS 8: Operating Segments• FRS 101: Presentation of Financial Statements (Revised)• FRS 123: Borrowing Costs• FRS 139: Financial Instruments: Recognition and Measurement• Amendments to FRS 1: First-time Adoption of Financial Reporting Standards

and FRS 127 Consolidated and Separate Financial Statements: Cost of and Investment in aSubsidiary, Jointly Controlled Entity or Associate

• Amendments to FRS 2: Share-based Payment – Vesting Conditions and Cancellations• Amendments to FRS 132: Financial Instruments: Presentation• Amendments to FRS 132: Classification of Right Issues• Amendments to FRS 139: Financial Instruments: Recognition and Measurement,

FRS 7: Financial Instruments: Disclosures and IC Intrepretation 9: Reassessment of Embedded Derivatives

• Improvements to FRS issued in 2009• IC Interpretation 9: Reassessment of Embedded Derivatives• IC Interpretation 10: Interim Financial Reporting and Impairment• IC Interpretation 11: FRS 2 – Group and Treasury Share Transactions• IC Interpretation 13: Customer Loyalty Programmes• IC Interpretation 14: FRS 119 – The Limit on a Defined Benefit Asset, Minimum

Funding Requirements and their Interaction• TR i-3 Presentation of Financial Statements of Islamic Financial Institutions• FRS 1 First-time Adoption of Financial Reporting Standards• FRS 3 Business Combinations (Revised)• Amendments to FRS 2 Share-based Payment

Annual Report 2011 63

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.2 Changes in accounting policies (continued)

• Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations• Amendments to FRS 127 Consolidated and Separate Financial Statements• Amendments to FRS 138 Intangible Assets• Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives• IC Interpretation 12 Service Concession Arrangements• IC Interpretation 16: Hedges of a Net Investment in a Foreign Operation• IC Interpretation 17: Distributions of Non-cash Assets to Owners

Adoption of the above standards and interpretations did not have any effect on the financial performance orposition of the Group and the Company except for those discussed below:

FRS 7 Financial Instruments: Disclosures

Prior to 1 September 2010, information about financial instruments was disclosed in accordance with therequirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosuresto improve the information about financial instruments. It requires the disclosure of qualitative and quantitativeinformation about exposure to risks arising from financial instruments, including specified minimum disclosuresabout credit risk and liquidity risk.

The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions.Hence, the new disclosures have not been applied to the comparatives. The new disclosures are includedthroughout the Group’s and the Company’s financial statements for the year ended 31 August 2011.

FRS 8 Operating Segments

FRS 8, which replaces FRS 114 Segment Reporting, specifies how an entity should report information aboutits operating segments, based on information about the components of the entity that is available to the chiefoperating decision maker for the purposes of allocating resources to the segments and assessing theirperformance. The Standard also requires the disclosure of information about the products and servicesprovided by the segments, the geographical areas in which the Group operates, and revenue from the Group’smajor customers. The Group concluded that the reportable operating segments determined in accordancewith FRS 8 are the same as the business segments previously identified under FRS 114. The Group hasadopted FRS 8 retrospectively. These revised disclosures, including the related revised comparative information,are shown in Note 38 to the financial statements.

FRS 101 Presentation of Financial Statements (Revised)

The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. Therevised Standard separates owner and non-owner changes in equity. The statement of changes in equityincludes only details of transactions with owners, with all non-owner changes in equity presented as a singleline. The Standard also introduces the statement of comprehensive income, with all items of income andexpense recognised in profit or loss, together with all other items of recognised income and expense recogniseddirectly in equity, either in one single statement, or in two linked statements. The Group and the Company haveelected to present this statement as two linked statements.

In addition, a statement of financial position is required at the beginning of the earliest comparative periodfollowing a change in accounting policy, the correction of an error or the classification of items in the financialstatements.

The revised FRS 101 also requires the Group to make new disclosures to enable users of the financialstatements to evaluate the Group’s objectives, policies and processes for managing capital (see Note 37).

The revised FRS 101 was adopted retrospectively by the Group and the Company.

Top Glove Corporation Berhad64

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.2 Changes in accounting policies (continued)

FRS 139 Financial Instruments: Recognition and Measurement

FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and somecontracts to buy and sell non-financial items. The Group and the Company have adopted FRS 139prospectively on 1 September 2010 in accordance with the transitional provisions. The effects arising from theadoption of this Standard has been accounted for by adjusting the opening balance of retained earnings as at1 September 2010. Comparatives are not restated. The details of the changes in accounting policies and theeffects arising from the adoption of FRS 139 are discussed below:

• Debt securities

Prior to 1 September 2010, investments in debt securities were stated at amortised cost using the effectiveinterest rate method. Upon the adoption of FRS 139, these investments are designated at 1 September2010 as available-for-sale financial assets. The fair values of available-for-sale financial assets as at 1 September 2010 amounted to approximately RM41,198,000. The adjustments to the previous carryingamounts of available-for-sale debt securities are recognised as adjustments to the opening balance of fairvalue adjustment reserve as at 1 September 2010.

• Non-hedging derivatives

Prior to 1 September 2010, all derivative financial instruments were recognised in the financial statementsonly upon settlement. These instruments do not qualify for hedge accounting under FRS 139. Hence,upon the adoption of FRS 139, all derivatives held by the Group as at 1 September 2010 are recognisedat their fair values totalling approximately RM1,217,000 and are classified as financial assets at fair valuethrough profit or loss.

The following are effects arising from the above changes in accounting policies:

Increase/(decrease)As at As at

31 August 1 September2011 2010

RM'000 RM'000

Statements of financial position

Group

Investment securities (current)- available-for-sale financial assets (416) 641Derivatives (assets) 2,954 1,217Retained earnings 2,954 1,217Fair value adjustment reserve (416) 641

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.2 Changes in accounting policies (continued)

The following are effects arising from the above changes in accounting policies (continued):

Increase/(decrease)2011

RM'000

Statements of comprehensive income

Other income 1,737Profit net of tax 1,737Other comprehensive income for the year, net of tax (1,057)

2.3 Standards issued but not yet effective

The Group has not adopted the following standards and interpretations that have been issued but not yet effective:

Effective for annual periodsDescription beginning on or after

Amendments to FRS 1: Limited Exemption from Comparative FRS 7Disclosures for First-time Adopters 1 January 2011Amendments to FRS 1: Additional Exemptions for First-time Adopters 1 January 2011Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions 1 January 2011Amendments to FRS 7: Improving Disclosures about Financial Instruments 1 January 2011Improvements to FRS: issued in 2010 1 January 2011IC Interpretation 4: Determining Whether an Arrangement contains a Lease 1 January 2011IC Interpretation 18: Transfer of Assets from Customers 1 January 2011IC Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments 1 July 2011Amendments to IC Interpretation 14: Prepayments of a Minimum Funding

Requirement 1 July 2011TR i - 4: Shariah Compliant Sale Contracts 1 January 2011FRS 124: Related Party Disclosures (Revised) 1 January 2012IC Interpretation 15 Agreements for the Construction of Real Estate 1 January 2012

The directors expect that the adoption of the other standards and interpretations above will have no materialimpact on the financial statements in the period of initial application.

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2. Summary of significant accounting policies (continued)

2.4 Basis of consolidation

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

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

Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquiredand liabilities and contingent liabilities assumed in a business combination are measured initially at their fairvalues at the acquisition date. Adjustments to those fair values relating to previously held interests are treatedas a revaluation and recognised in other comprehensive income. The cost of a business combination ismeasured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurredor assumed, and equity instruments issued, plus any costs directly attributable to the business combination.Any excess of the cost of business combination over the Group’s share in the net fair value of the acquiredsubsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statement offinancial position. The accounting policy for goodwill is set out in Note 2.8. Any excess of the Group’s share inthe net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities over the costof business combination is recognised as income in profit or loss on the date of acquisition. When the Groupacquires a business, embedded derivatives separated from the host contract by the acquiree are reassessedon acquisition unless the business combination results in a change in the terms of the contract that significantlymodifies the cash flows that would otherwise be required under the contract.

Business combinations involving entities under common control are accounted for by applying the pooling oninterest method. The assets and liabilities of the combining entities are reflected at their carrying amountsreported in the consolidated financial statements of the controlling holding company. Any difference betweenthe consideration paid and the share capital of the "acquired" entity is reflected within equity as merger reserve.The statement of comprehensive income reflects the results of the combining entities for the full year, irrespectiveof when the combination takes place. Comparatives are presented as if the entities have always been combinedsince the date the entities had come under common control.

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

2.5 Transactions with minority interests

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

2.6 Foreign currency

(a) Functional and presentation currency

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

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2. Summary of significant accounting policies (continued)

2.6 Foreign currency (continued)

(b) Foreign currency transactions

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

Exchange differences arising on the settlement of monetary items or on translating monetary items at thereporting date are recognised in profit or loss except for exchange differences arising on monetary itemsthat form part of the Group’s net investment in foreign operations, which are recognised initially in othercomprehensive income and accumulated under foreign currency translation reserve in equity. The foreigncurrency translation reserve is reclassified from equity to profit or loss of the Group on disposal of theforeign operation.

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

(c) Foreign operations

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

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

2.7 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plantand equipment is recognised as an asset if, and only if, it is probable that future economic benefits associatedwith the item will flow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciationand accumulated impairment losses. When significant parts of property, plant and equipment are required tobe replaced in intervals, the Group recognises such parts as individual assets with specific useful lives anddepreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carryingamount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All otherrepair and maintenance costs are recognised in profit or loss as incurred.

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2. Summary of significant accounting policies (continued)

2.7 Property, plant and equipment (continued)

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is computed on astraight-line basis over the estimated useful lives of the assets as follows:

- Buildings: 20 to 50 years- Plant and equipment: 10 years- Other assets: 5 to 10 years

Assets under construction are not depreciated as these assets are not yet available for use.

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

The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjustedprospectively, if appropriate.

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

2.8 Intangible assets - Goodwill

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulatedimpairment losses.

For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of theGroup’s cash-generating units that are expected to benefit from the synergies of the combination.

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and wheneverthere is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of thecash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generatingunit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairmentloss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequentperiods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unitis disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of theoperation when determining the gain or loss on disposal of the operation. Goodwill disposed of in thiscircumstance is measured based on the relative fair values of the operations disposed of and the portion of thecash-generating unit retained.

2.9 Land use rights

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

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.10 Impairment of non-financial assets

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

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

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discountedto their present value using a pre-tax discount rate that reflects current market assessments of the time valueof money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverableamount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGUor groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units orgroups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on apro-rata basis.

Impairment losses are recognised in profit or loss.

An assessment is made at each reporting date as to whether there is any indication that previously recognisedimpairment losses may no longer exist or may have decreased. A previously recognised impairment loss isreversed only if there has been a change in the estimates used to determine the asset’s recoverable amountsince the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increasedto its recoverable amount. That increase cannot exceed the carrying amount that would have been determined,net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profitor loss. Impairment loss on goodwill is not reversed in a subsequent period.

2.11 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the financial and operating policies soas to obtain benefits from its activities.

In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost lessimpairment losses.

2.12 Associates

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

The Group’s investments in associates are accounted for using the equity method. Under the equity method,the investment in associates is measured in the statement of financial position at cost plus post-acquisitionchanges in the Group’s share of net assets of the associates. Goodwill relating to associates is included in thecarrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’sidentifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from thecarrying amount of the investment and is instead included as income in the determination of the Group’s shareof the associate’s profit or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group doesnot recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

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2. Summary of significant accounting policies (continued)

2.12 Associates (continued)

After application of the equity method, the Group determines whether it is necessary to recognise an additionalimpairment loss on the Group’s investment in its associates. The Group determines at each reporting datewhether there is any objective evidence that the investment in the associate is impaired. If this is the case, theGroup calculates the amount of impairment as the difference between the recoverable amount of the associateand its carrying value and recognises the amount in profit or loss.

The most recent available audited financial statements of the associates are used by the Group in applying theequity method. Where the dates of the audited financial statements used are not coterminous with those of theGroup, the share of results is arrived at from the last audited financial statements available and managementfinancial statements to the end of the accounting period. Uniform accounting policies are adopted for liketransactions and events in similar circumstances.

In the Company’s separate financial statements, investments in associates are stated at cost less impairmentlosses. On disposal of such investments, the difference between net disposal proceeds and their carryingamounts is included in profit or loss.

2.13 Financial assets

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

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financialassets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition, and thecategories include financial assets at fair value through profit or loss, loans and receivables, held-to-maturityinvestments and available-for-sale financial assets.

(a) Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they are held fortrading or are designated as such upon initial recognition. Financial assets held for trading are derivatives(including separated embedded derivatives) or financial assets acquired principally for the purpose ofselling in the near term.

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

Financial assets at fair value through profit or loss could be presented as current or non-current.Financial assets that is held primarily for trading purposes are presented as current whereas financialassets that is not held primarily for trading purposes are presented as current or non-current basedon the settlement date.

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2. Summary of significant accounting policies (continued)

2.13 Financial assets (continued)

(b) Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in an active market are classifiedas loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effectiveinterest method. Gains and losses are recognised in profit or loss when the loans and receivables arederecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than12 months after the reporting date which are classified as non-current.

(c) Held-to-maturity investments

Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturitywhen the Group has the positive intention and ability to hold the investment to maturity.

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

Held-to-maturity investments are classified as non-current assets, except for those having maturity within12 months after the reporting date which are classified as current.

(d) Available-for-sale financial assets

Available-for-sale financial assets are financial assets that are designated as available for sale or are notclassified in any of the three preceding categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or lossesfrom changes in fair value of the financial assets are recognised in other comprehensive income, exceptthat impairment losses, foreign exchange gains and losses on monetary instruments and interestcalculated using the effective interest method are recognised in profit or loss. The cumulative gain or losspreviously recognised in other comprehensive income is reclassified from equity to profit or loss as areclassification adjustment when the financial asset is derecognised. Interest income calculated using theeffective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrumentare recognised in profit or loss when the Group and the Company's right to receive payment is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost lessimpairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to berealised within 12 months after the reporting date.

A financial asset is derecognised when the contractual right to receive cash flows from the asset hasexpired. On derecognition of a financial asset in its entirety, the difference between the carrying amountand the sum of the consideration received and any cumulative gain or loss that had been recognised inother comprehensive income is recognised in profit or loss.

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

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2. Summary of significant accounting policies (continued)

2.14 Impairment of financial assets

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

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

To determine whether there is objective evidence that an impairment loss on financial assets has beenincurred, the Group and the Company consider factors such as the probability of insolvency or significantfinancial difficulties of the debtor and default or significant delay in payments. For certain categories offinancial assets, such as trade receivables, assets that are assessed not to be impaired individually aresubsequently assessed for impairment on a collective basis based on similar risk characteristics. Objectiveevidence of impairment for a portfolio of receivables could include the Group’s and the Company's pastexperience of collecting payments, an increase in the number of delayed payments in the portfolio pastthe average credit period and observable changes in national or local economic conditions that correlatewith default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between theasset’s carrying amount and the present value of estimated future cash flows discounted at the financialasset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

(b) Available-for-sale financial assets

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer orobligor, and the disappearance of an active trading market are considerations to determine whetherthere is objective evidence that investment securities classified as available-for-sale financial assets are impaired.

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

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

2.15 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highlyliquid investments that are readily convertible to known amount of cash and which are subject to aninsignificant risk of changes in value.

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2. Summary of significant accounting policies (continued)

2.16 Inventories

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

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

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

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

2.17 Provisions

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

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, theprovision is reversed. If the effect of the time value of money is material, provisions are discounted using acurrent pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used,the increase in the provision due to the passage of time is recognised as a finance cost.

2.18 Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into andthe definitions of a financial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statement of financial position when, andonly when, the Group and the Company become a party to the contractual provisions of the financialinstrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss orother financial liabilities.

(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financialliabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the Company that donot meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value andsubsequently stated at fair value, with any resultant gains or losses recognised in profit or loss. Net gainsor losses on derivatives include exchange differences.

The Group and the Company have not designated any financial liabilities as at fair value through profit or loss.

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2. Summary of significant accounting policies (continued)

2.18 Financial liabilities (continued)

(b) Other financial liabilities

The Group’s and the Company's other financial liabilities include trade payables, other payables and loansand borrowings.

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

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, andsubsequently measured at amortised cost using the effective interest method. Borrowings are classifiedas current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least12 months after the reporting date.

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities arederecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existingfinancial liability is replaced by another from the same lender on substantially different terms, or the terms of anexisting liability are substantially modified, such an exchange or modification is treated as a derecognition of theoriginal liability and the recognition of a new liability, and the difference in the respective carrying amounts isrecognised in profit or loss.

2.19 Borrowing costs

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

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

2.20 Employee benefits

(a) Defined contribution plans

The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia,a defined contribution pension scheme. Contributions to defined contribution pension schemes arerecognised as an expense in the period in which the related service is performed.

(b) Employee share option plans

Employees of the Group receive remuneration in the form of share options as consideration for servicesrendered. The cost of these equity-settled transactions with employees is measured by reference to thefair value of the options at the date on which the options are granted. This cost is recognised in profit orloss, with a corresponding increase in the employee share option reserve over the vesting period. Thecumulative expense recognised at each reporting dated until the vesting date reflects the extent to whichthe vesting period has expired and the Group's best estimate of the number of options that will ultimatelyvest. The charge or credit to profit or loss for a period represents the movement in cumulative expenserecognised at the beginning and end of that period.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.20 Employee benefits (continued)

(b) Employee share option plans (continued)

No expense is recognised for options that do not ultimately vest, except for options where vesting isconditional upon a market or non-vesting condition, which are treated as vested irrespective of whetheror not the market or non-vesting condition is satisfied, provided that all other performance and/or serviceconditions are satisfied. The employee share option reserve is transferred to retained earnings upon expiryof the share options. When the options are exercised, the employee share option reserve is transferred toshare capital if new shares are issued, or to treasury shares if the options are satisfied by the reissuanceof treasury shares.

2.21 Leases

(a) As lessee

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

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

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over thelease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction ofrental expense over the lease term on a straight-line basis.

(b) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset areclassified as operating leases. Initial direct costs incurred in negotiating an operating lease are added tothe carrying amount of the leased asset and recognised over the lease term on the same bases as rentalincome. The accounting policy for rental income is set out in Note 2.22(e).

2.22 Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group andthe revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable.

(a) Sale of goods

Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownershipof the goods to the customer. Revenue is not recognised to the extent where there are significantuncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.22 Revenue (continued)

(b) Interest income

Interest income is recognised using the effective interest method.

(c) Management fees

Management fees are recognised when services are rendered.

(d) Dividend income

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

(e) Rental income

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

2.23 Income taxes

(a) Current tax

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

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

(b) Deferred tax

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

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

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liabilityin a transaction that is not a business combination and, at the time of the transaction, affects neitherthe accounting profit nor taxable profit or loss; and

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

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

2. Summary of significant accounting policies (continued)

2.23 Income taxes (continued)

(b) Deferred tax (continued)

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

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

- in respect of deductible temporary differences associated with investments in subsidiaries, associatesand interests in joint ventures, deferred tax assets are recognised only to the extent that it is probablethat the temporary differences will reverse in the foreseeable future and taxable profit will be availableagainst which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extentthat it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredtax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and arerecognised to the extent that it has become probable that future taxable profit will allow the deferred taxassets to be utilised.

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

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferredtax items are recognised in correlation to the underlying transaction either in other comprehensive incomeor directly in equity and deferred tax arising from a business combination is adjusted against goodwill onacquisition.

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

2.24 Segment reporting

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

2.25 Share capital and share issuance expenses

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

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transactioncosts. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in theperiod in which they are declared.

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2. Summary of significant accounting policies (continued)

2.26 Treasury shares

When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amountof consideration paid is recognised directly in equity. Reacquired shares are classified as treasury shares andpresented as a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale,issue or cancellation of treasury shares. When treasury shares are reissued by resale, the difference betweenthe sales consideration and the carrying amount is recognised in equity.

2.27 Contingencies

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

Contingent liabilities and assets are not recognised in the statements of financial position of the Group.

2.28 Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimbursethe holder for a loss it incurs because a specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs.Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss overthe period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract whenit is due and the Company, as the issuer, is required to reimburse the holder for the associated loss, the liabilityis measured at the higher of the best estimate of the expenditure required to settle the present obligation at thereporting date and the amount initially recognised less cumulative amortisation.

3. Significant accounting judgements and estimates

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

3.1 Judgements made in applying accounting policies

The management did not make any critical judgment in the process of applying the Group's accounting policiesthat have a significant effect on the amounts recognised in the financial statements.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reportingdate that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilitieswithin the next financial year are discussed below.

(a) Useful lives of plant and equipment

The cost of plant and equipment for the manufacture of gloves is depreciated on a straight-line basis overthe assets’ estimated economic useful lives. Management estimates the useful lives of these plant andequipment to be 10 years. These are common life expectancies applied in the gloves manufacturingindustry. Changes in the expected level of usage and technological developments could impact theeconomic useful lives and the residual values of these assets, therefore future depreciation charges couldbe revised.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

3. Significant accounting judgements and estimates (continued)

3.2 Key sources of estimation uncertainty (continued)

(b) Impairment of goodwill

Goodwill is tested for impairment annually and at other times when such indicators exist. This requires anestimation of the value in use of the cash-generating units to which goodwill is allocated.

When value in use calculations are undertaken, management must estimate the expected future cashflows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate thepresent value of those cash flows. Further details of the carrying value, the key assumptions applied in theimpairment assessment of goodwill are given in Note 17.

(c) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances and unusedreinvestment allowances to the extent that it is probable that taxable profit will be available against whichthe losses, capital allowances and reinvestment allowances can be utilised. Significant managementjudgement is required to determine the amount of deferred tax assets that can be recognised, basedupon the likely timing and level of future taxable profits. The total carrying value of recognised capitalallowances of the Group was RM28,060,000 (2010: RM28,060,000) and the unrecognised tax losses,capital allowances and reinvestment allowances of the Group was RM24,191,000 (2010: RM25,389,000).

4. Revenue

Group Company

2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Sales of goods 2,053,916 2,079,432 - -Management fees from subsidiaries - - 1,175 1,438Dividend income from subsidiaries - - 83,600 53,767

2,053,916 2,079,432 84,775 55,205

5. Interest income

Group Company

2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Interest income from:

Available-for-sale-financial assets 5,878 572 - -Loans and receivables 4,695 3,716 7 73

10,573 4,288 7 73

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

6. Other income

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Gain on foreign exchange 18,459 - - -Gain on disposal of property, plant

and equipment 245 849 - -Gain on fair value changes of

derivatives 1,737 - - -Negative goodwill written off 1,767 - - -Sundry income 4,481 9,523 - -

26,689 10,372 - -

7. Profit before tax

The following items have been included in arriving at profit before tax:

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Auditors’ remuneration:- Statutory audit

Company's auditors 235 210 50 48Other auditors 170 134 - -Overprovision in prior year (5) (3) - -

Reversal of impairment loss (397) - - -Provision for doubtful debts - 14 - -Depreciation and amortisation:

- Property, plant and equipment 61,343 58,834 - -- Land use rights 224 227 - -

Impairment on investment in associate 46 2,800 - -Net foreign exchange losses - 19,500 93 -Employee benefits expense (Note 8) 186,696 176,878 1,463 1,147Non-executive directors' remuneration

(Note 9) 358 326 175 143Operating lease - Minimum lease

payment for building and machinery 1,471 690 4 -Property, plant and equipment written off 426 118 - -

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

8. Employee benefits expense

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Wages and salaries 173,197 154,035 1,103 1,106Social security costs 1,707 2,042 3 4Pension costs - defined contribution plan 5,217 4,098 126 148Share options granted under ESOS - 9,931 - (328)Other staff related expenses 6,336 6,555 3 -Directors' fees 239 217 228 217

186,696 176,878 1,463 1,147

Included in employee benefits expense of the Group and of the Company are executive directors' remunerationamounting to RM5,138,000 (2010: RM6,665,000) and RM990,000 (2010: RM653,000) respectively as furtherdisclosed in Note 9.

9. Directors' remuneration

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Directors of the Company

Executive:Salaries and other emoluments 2,709 2,684 680 676Pension costs - defined contribution plan 263 263 81 82Social security contributions 1 1 1 1Share options granted under ESOS - 1,514 - (323)Fees 302 217 228 217Benefits-in-kind 81 63 44 41

3,356 4,742 1,034 694

Non-executive:Fees 175 143 175 143

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

9. Directors' remuneration (continued)

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Other directors

Executive:Salaries and other emoluments 1,726 1,482 - -Pension costs - defined contribution plan 115 108 - -Social security contributions 6 5 - -Share options granted under ESOS - 391 - -Fees 16 - - -Benefits-in-kind 18 17 - -

1,881 2,003 - -

Non-executive:Fees 183 183 - -

Analysis excluding benefits-in-kind:Total executive directors'remuneration (Note 8) 5,138 6,665 990 653Total non-executive directors' remuneration 358 326 175 143

Total directors' remuneration 5,496 6,991 1,165 796

10. Income tax expense

Major components of income tax expense

The major components of income tax expense for the years ended 31 August 2011 and 2010 are:

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Current income tax:- Malaysian income tax 17,166 51,921 8,000 145- Foreign tax 1,744 1,010 - -- Under provision in respect of previous years 1,395 672 - -

20,305 53,603 8,000 145

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

10. Income tax expense (continued)

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Deferred income tax (Note 25):- Relating to origination and reversal

of temporary differences 9,310 (38) - -- Under provision in respect of previous years 723 985 - -

10,033 947 - -

Income tax expense recognised in profit or loss 30,338 54,550 8,000 145

Reconciliation between tax expense and accounting profit

The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporatetax rate for the years ended 31 August 2011 and 2010 are as follows:

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Profit before tax 145,470 304,961 82,418 53,656

Tax at Malaysian statutory tax rate of 25% (2010: 25%) 36,368 76,240 20,605 13,414

Different tax rates in other countries 1,112 946 - -Adjustments:

Effects of tax incentives claimed byforeign subsidiaries (4,957) (7,529) - -

Income not subject to tax (4,799) (1,698) (12,605) (13,297)Non-deductible expenses 1,164 1,496 - 28Expenses entitled for double

deduction for tax purposes - (12) - -Utilisation of current year's

increase export allowances - (15,103) - -Utilisation of previously unrecognised tax losses (1,225) (2,105) - -Deferred tax assets not recognised in

respect of current year's tax losses,unabsorbed reinvestment allowancesand unabsorbed capital allowances 705 21 - -

Share of results of associate (148) 637 - -Under provision of deferred tax in

respect of previous years 723 985 - -Under provision of income tax in

respect of previous years 1,395 672 - -

Income tax expense recognised in profit or loss 30,338 54,550 8,000 145

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

10. Income tax expense (continued)

Domestic income tax in calculated at the Malaysian statutory tax rate of 25% (2010: 25%) of the estimatedassessable profit for the year.

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

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

11. Earnings per share

Basic earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to ownersof the parent by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to ownersof the parent by the weighted average number of ordinary shares outstanding during the financial year plus theweighted average number of ordinary shares that would be issued on the conversion of all the dilutive potentialordinary shares into ordinary shares.

The following tables reflect the profit and share data used in the computation of basic and diluted earnings pershare for the years ended 31 August:

Group

2011 2010

Profit net of tax attributable to owners of the parent used in thecomputation of basic and diluted earnings per share (RM'000) 113,091 245,231

Weighted average number of ordinary shares for basicearnings per share computation ('000) 618,373 615,626

Effects of dilution - share options ('000) 667 2,289

Weighted average number of ordinary shares for dilutedearnings per share computation ('000) 619,040 617,915

Basic earnings per share (sen) 18.29 39.83

Diluted earnings per share (sen) 18.27 39.69

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

12. Property, plant and equipment

* Land Plant Capitaland and ** Other work-in-

buildings equipment assets progress TotalGroup RM'000 RM'000 RM'000 RM'000 RM'000

Cost

At 1 September 2009 233,195 535,883 34,944 5,768 809,790Additions 24,098 34,883 6,780 23,079 88,840Disposals (1,149) (960) (647) - (2,756)Written off - (141) (14) - (155)Reclassification 5,398 3,876 449 (9,723) -Exchange differences (5,521) (9,191) (529) (39) (15,280)

At 31 August 2010 and1 September 2010 256,021 564,350 40,983 19,085 880,439

Additions 47,943 37,591 8,830 47,029 141,393Disposals (1,049) (1,020) (1,033) - (3,102)Written off - (831) (221) - (1,052)Reclassification 17,091 12,387 924 (30,402) -Transfer from land use

rights (Note 13) 1,952 - - - 1,952Acquisition of subsidiary - - 76 - 76Exchange differences (296) (268) (89) (38) (691)

At 31 August 2011 321,662 612,209 49,470 35,674 1,019,015

Accumulated depreciation

At 1 September 2009 18,102 210,554 16,754 - 245,410Depreciation charge for

the year 3,595 51,303 3,936 - 58,834Disposals (6) (200) (587) - (793)Written off - (33) (4) - (37)Exchange differences (431) (3,140) (271) - (3,842)

At 31 August 2010 and1 September 2010 21,260 258,484 19,828 - 299,572

Depreciation charge forthe year 3,981 52,921 4,441 - 61,343

Disposals - (562) (1,033) - (1,595)Written off - (558) (68) - (626)Acquisition of subsidiary - - 55 - 55Exchange differences (18) (319) (89) - (426)

At 31 August 2011 25,223 309,966 23,134 - 358,323

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

12. Property, plant and equipment (continued)

* Land Plant Capitaland and ** Other work-in-

buildings equipment assets progress TotalRM'000 RM'000 RM'000 RM'000 RM'000

Net carrying amount

At 31 August 2010 234,761 305,866 21,155 19,085 580,867

At 31 August 2011 296,439 302,243 26,336 35,674 660,692

** Other assets comprise motor vehicles, renovation, office furniture and equipment.

* Land and buildingsFreehold

land Buildings TotalRM'000 RM'000 RM'000

Cost

At 1 September 2009 66,044 167,151 233,195Additions 11,289 12,809 24,098Disposals (1,090) (59) (1,149)Reclassification - 5,398 5,398Exchange differences (619) (4,902) (5,521)

At 31 August 2010 and 1 September 2010 75,624 180,397 256,021Additions 41,012 6,931 47,943Disposals (1,049) - (1,049)Reclassification 14 17,077 17,091Transfer from land use rights (Note 13) - 1,952 1,952Exchange differences (202) (94) (296)

At 31 August 2011 115,399 206,263 321,662

Accumulated depreciation

At 1 September 2009 - 18,102 18,102Depreciation charge for the year - 3,595 3,595Disposals - (6) (6)Exchange differences - (431) (431)

At 31 August 2010 and 1 September 2010 - 21,260 21,260Depreciation charge for the year - 3,981 3,981Exchange differences - (18) (18)

At 31 August 2011 - 25,223 25,223

Annual Report 2011 87

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

12. Property, plant and equipment (continued)

Freeholdland Buildings Total

RM'000 RM'000 RM'000

Net carrying amount

At 31 August 2010 75,624 159,137 234,761

At 31 August 2011 115,399 181,040 296,439

(a) Property, plant and equipment of the Group with the following net carrying amounts are pledged to banksfor banking facilities granted to the Group as referred to in Note 23.

2011 2010RM'000 RM'000

Land and buildings 7,072 7,532

(b) During the financial year, the Group acquired motor vehicle with an aggregate cost of RM120,000(2010: RM Nil) by means of finance leases. The cash outflow on acquisition of property, plant and equipmentamounted to RM141,273,000 (2010: RM88,840,000).

The net carrying amounts of motor vehicles held under finance lease arrangements amounted to RM120,000(2010: RM53,000).

13. Land use rights

Group

2011 2010RM'000 RM'000

At costAt 1 September 22,900 15,167Additions - 8,140Transfer to property, plant and equipment (Note 12) (1,952) -Exchange differences 48 (407)

At 31 August 20,996 22,900

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

13. Land use rights (continued)

Group

2011 2010RM'000 RM'000

Accumulated amortisationAt 1 September 1,159 967Amortisation for the year 224 227Exchange differences 5 (35)

At 31 August 1,388 1,159

Net carrying amount 19,608 21,741

Amount to be amortised:- Not later than one year 224 227 - Later than one year but not later than five years 897 908- Later than five years 18,487 20,606

19,608 21,741

The Group has land use rights over twelve plots of land in Malaysia and two plots of land in the People's Republicof China where the Group's manufacturing facilities reside. The land use rights have an average remaining tenurerange from 41 to 76 years (2010: 42 to 77 years).

14. Investments in subsidiaries

Company

2011 2010RM'000 RM'000

Unquoted shares, at cost:- In Malaysia 25,620 25,620

Less: Accumulated impairment losses (845) (845)

24,775 24,775- Outside Malaysia 3,728 3 ,728

28,503 28,503

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

14. Investments in subsidiaries (continued)

Details of the subsidiaries are as follows:

Proportion ofCountry of ownership interest (%)

Name incorporation 2011 2010 Principal activities

Held by the Company:

Top Glove Sdn. Bhd. (“TGSB”)* Malaysia 100 100 Manufacturing and tradingof gloves

TG Medical Sdn. Bhd. # Malaysia 100 100 Manufacturing and tradingof gloves

Great Glove Sdn. Bhd. # Malaysia 100 100 Provision ofmanagement services

Top Glove Engineering Sdn. Bhd. # Malaysia 100 100 Property investment andtrading of machinery

TG Medical (U.S.A.) Inc # United States 100 100 Trading of glovesof America

Top Quality Malaysia Malaysia 100 100 DormantGlove Sdn. Bhd. #

Top Care Sdn. Bhd.* Malaysia 100 100 Investment holding

Held through TGSB:

Great Glove (Thailand) Co. Ltd.# Thailand 74 74 Manufacturing of gloves

Top Glove Medical Thailand 100 100 Manufacturing of gloves(Thailand) Co. Ltd.#

Top Glove Technology Thailand 100 100 Producing and selling(Thailand) Co. Ltd.# concentrate latex

B Tech Industry Co. Ltd.# Thailand 100 100 Producing and sellingconcentrate latex

Top Quality Glove Thailand 100 100 Dormant(Thailand) Co Ltd.#

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

14. Investments in subsidiaries (continued)

Proportion ofCountry of ownership interest (%)

Name incorporation 2011 2010 Principal activities

Top Glove Europe GmbH # Germany 98 - Trading of gloves

Top Glove (Zhangjiagang) The People's 100 100 Manufacturing of glovesCo. Ltd.# Republic of

China

Great Glove (Xinghua) Co. Ltd.# The People's 100 100 Manufacturing of glovesRepublic of

China

TG Medical (Zhangjiagang) The People's 100 100 Trading of glovesIncorporated # Republic of

China

Top Glove International Malaysia 100 100 DormantSdn. Bhd.#

Top Glove Academy Sdn. Bhd.# Malaysia 100 100 Dormant

Medi-Flex Limited Singapore 80 80 Investment holding("Medi-Flex")**

Held through Medi-Flex:

Flexitech Sdn. Bhd. Malaysia 80 80 Manufacturing of gloves("Flexitech") *

Held through Flexitech:

Techniglove Asia Sdn. Bhd. * Malaysia 80 80 Temporarily ceased operations

Held through Top Care Sdn. Bhd.:

Best Advance British Virgin 100 - Investment holdingResources Limited Islands("Best Advance") *

Efficient Plantations Co., Ltd. * Cambodia 100 - Plantation of rubber trees

Held through Best Advance:

Great Plantations Co., Ltd. * Cambodia 100 - Plantation of rubber trees

* Audited by Ernst & Young, Malaysia** Audited by member firms of Ernst & Young Global in the respective countries# Audited by firms other than Ernst & Young

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

14. Investments in subsidiaries (continued)

Acquisition of Subsidiary

On 23 April 2011, the Company through its wholly owned subsidiary, TGSB acquired 97,500 ordinary sharesrepresenting 97.50% of the equity interest in Top Glove Europe GmbH ("TG Europe"), a company incorparated inGermany for a cash consideration of RM425,744, resulting in the Company to become the ultimate holding companyof TG Europe.

The fair values of the identifiable assets and liabilities of TG Europe as at the date of acquisition were:

CarryingFair value amount

RM'000 RM'000

Property, plant and equipment 21 21Trade and other receivables 355 355Inventories 2,017 1,410Cash and cash equivalents 1,050 1,050

3,443 2,836

Trade and other payables 1,078 1,078Income tax payable 116 116

1,194 1,194

Net identifiable assets 2,249 1,642

Fair value of net identifiable assets 2,249Less: Minority interests (56)

Group's interest in the fair value of net identifiable assets 2,193 Negative goodwill on acquisition (1,767)

Total cost of acquisition 426

The effect of the acquisition on cash flows is as follows:

RM'000

Consideration settled in cash 426Cash and cash equivalents of subsidiary acquired (1,050)

Net cash inflow on the acquisition (624)

Impact of acquisition in income statement

From the date of acquisition, TG Europe has contributed RM126,400 to the Group's profit net of tax. If thecombination had taken place at the beginning of the financial year, the Group's profit net of tax would have beenRM115,292,000 and revenue would have been RM2,055,070,000.

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15. Investments in associate

Group

2011 2010RM'000 RM'000

Unquoted shares at cost 9,013 8,677Share of post-acquisition reserves (45) (962)Foreign currency translation 917 141

9,885 7,856Less: Accumulated impairment losses (2,846) (2,800)

7,039 5,056

Details of the associate are as follows:

Proportion ofCountry of ownership interest (%)

Name incorporation 2011 2010 Principal activities

Held through subsidiary:

Sonic Clean Pte. Ltd. Singapore 29 28 Provide all kinds of aqueouscleaning services, consumablecleaning and sub-assembly workin clean room environment andinvestment holding

The summarised financial information of the associate not adjusted for the porportion of ownership interest held bythe Group, is as follows:

Group

2011 2010RM'000 RM'000

Assets and liabilitiesCurrent assets 5,534 5,740Non-current assets 14,787 11,539

Total assets 20,321 17,279

Current liabilities (3,380) (2,769)Non-current liabilities (229) (63)

Total liabilities (3,609) (2,832)

ResultsRevenue 19,860 15,840Profit/(loss) for the year 2,238 (2,705)

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

16. Investment securities

Group

2011 2010RM'000 RM'000

Market value Market valueCarrying of quoted Carrying of quotedamount investments amount * investments

CurrentAvailable-for-sale financial assets- Debt securities (quoted in Malaysia) 5,973 5,973 5,052 5,527- Debt securities (quoted outside Malaysia) 102,539 102,539 35,505 35,671

Total current investment securities 108,512 40,557

Non-currentUnquoted investments - golf club membership 146 145

108,658 40,702

* Prior to 1 September 2010, the available-for-sale financial assets were carried at cost less impairment losses.The non-current investments are stated at cost less impairment.

17. Goodwill

Goodwill has been allocated to the Group's CGUs identified according to the subsidiaries, as follows:

Group

2011 2010RM'000 RM'000

Top Glove (Zhangjiagang) Co. Ltd. 2,378 2,378Top Glove Medical (Thailand) Co. Ltd. 2,946 2,946B Tech Industry Co. Ltd. 14,789 14,789

20,113 20,113

Top Glove Corporation Berhad94

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

17. Goodwill (continued)

Key assumptions used in value-in-use calculations

The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow projectionsbased on financial budgets approved by management covering a five years period. The key assumptions usedfor value-in-use calculations are:

Gross Margin Discount Rate2011 2010 2011 2010

Top Glove (Zhangjiagang) Co. Ltd. 5% 7% 13% 10%Top Glove Medical (Thailand) Co. Ltd. 10% 10% 13% 10%B Tech Industry Co. Ltd. 7% 7% 13% 10%

The following describes each key assumptions on which management has based its cash flow projectionsto undertake impairment testing of goodwill:

(i) Budgeted gross margin

The basis used to determine the value assigned to the budgeted gross margins is the average gross marginsachieved in the year immediately before the budgeted year increased for expected efficiency improvements.

(ii) Discount rate

The discount rates used are pre-tax and reflect specific risks relating to the relevant segments.

The Group believes that any reasonably possible change in the above key assumptions applied are not likelyto materially cause recoverable amount to be lower than its carrying amount.

18. Inventories

Group

2011 2010RM'000 RM'000

CostRaw materials 45,179 44,916Consumables and hardware 18,618 12,488Work-in-progress 16,147 12,094Finished goods 93,090 90,273

173,034 159,771

Net realisable valueFinished goods 2,498 7,740

175,532 167,511

Annual Report 2011 95

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

19. Trade and other receivables

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

CurrentTrade receivables 250,225 247,678 - -Less: Allowance for impairment (13) (410) - -

Trade receivables, net 250,212 247,268 - -

Other receivables:Amounts due from subsidiaries - - 463,268 107,722Sundry receivables 8,826 11,718 - -Refundable deposits 3,091 3,489 14 2

11,917 15,207 463,282 107,724

262,129 262,475 463,282 107,724

Non-currentOther receivables: Amount due from a subsidiary - - - 363,856

Total trade and other receivables 262,129 262,475 463,282 471,580Add: Cash and cash equivalents (Note 22) 148,760 262,930 142 3,015

Total loans and receivables 410,889 525,405 463,424 474,595

Top Glove Corporation Berhad96

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

19. Trade and other receivables (continued)

(a) Trade receivables

Trade receivables are non-interest bearing and are generally on 30 to 90 days (2010: 30 to 90 days) terms. Othercredit terms are assessed and approved on a case-by-case basis. They are recognised at their original invoiceamounts which represent their fair values on initial recognition.

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables is as follows:

Group

2011 2010RM'000 RM'000

Neither past due nor impaired 228,792 216,3571 to 30 days past due not impaired 16,294 27,07331 to 60 days past due not impaired 2,053 1,56161 to 90 days past due not impaired - 86091 to 120 days past due not impaired - 861More than 121 days past due not impaired 3,086 966

21,433 31,321Impaired (13) (410)

250,212 247,268

Receivables that are neither past due nor impaired

Trade and other receivables that are past due nor impaired are creditworthy debtors with good payment recordswith the Group and mostly are regular customers that have been transacting with the Group.

None of the Group's trade receivables that are neither past due nor impaired have been renegotiated duringthe financial year.

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM 21,433,000 (2010: RM31,321,000) that are past due at thereporting date but not impaired. These receivables are unsecured in nature.

Receivables that are impaired

The Group's trade receivables that are impaired at the reporting date and the movement of the allowanceaccounts used to record the impairment are as follows:-

Group

2011 2010RM'000 RM'000

Trade receivables-nominal amounts 13 410Less: Allowance for impairment loss (13) (410)

- -

Annual Report 2011 97

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

19. Trade and other receivables (continued)

(a) Trade receivables (continued)

Movements in the allowance accounts:

Group

2011 2010RM'000 RM'000

1 September (410) (424)Charge for the year - 14Reversal of impairment loss 397 -

31 August (13) (410)

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors arein significant financial difficulties and have defaulted on payments. These receivables are not secured by anycollateral or credit enhancements.

(b) Related party balances

Amounts due from subsidiaries are unsecured, non-interest bearing and are repayable upon demand.

20. Other current assets

Group

2011 2010RM'000 RM'000

Prepaid operating expenses 4,316 5,142

21. Derivative assets

2011 2010RM'000 RM'000

Contract/ Contract/Notional NotionalAmount Assets Amount Assets

Non-hedging Derivatives:

Forward currency contracts 635,324 2,954 88,358 -

The Group uses forward currency to manage sales transaction exposure. These contracts are not designated ascash flow or fair value hedges and entered into for periods consistent with currency transaction exposure and fairvalue changes exposure. Such derivatives do not qualify for hedge accounting.

Forward currency contracts are used to hedge the Group's sales denominated in USD, extending to August 2012(2010: November 2010).

During the financial year, the Group recognised a gain of RM1,737,000 arising from fair value changes of derivativeassets. The fair value changes are attributable to changes in foreign exchange spot and forward rate.

Top Glove Corporation Berhad98

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

22. Cash and cash equivalents

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Cash on hand and at banks 65,833 103,866 142 3,015Deposits with licensed banks andother financial institutions 43,422 82,203 - -

Money market funds 39,505 76,861 - -

Cash and cash equivalents 148,760 262,930 142 3,015

The weighted average effective interest rates and average maturities of deposits with licensed banks and otherfinancial institutions at the reporting date were as follows:

Group

2011 2010

Weighted average effective interest rates (%) 3.56 1.81Average maturities (days) 146 219

There is no maturity period for money market funds as these money are callable on demand.

23. Loans and borrowings

Group

2011 2010Maturity RM'000 RM'000

CurrentSecured:3.25% p.a. fixed rate USD bank loan 2012 114 521Obligations under finance leases (Note 33(c)) 2012 43 20

157 541

Annual Report 2011 99

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

23. Loans and borrowings (continued)

Group

2011 2010Maturity RM'000 RM'000

Non-currentSecured:3.25% p.a. fixed rate USD bank loan 2012 - 2030 2,774 3,025Obligations under finance leases (Note 33(c)) 2012 - 2014 77 -

2,851 3,025

Total loans and borrowings 3,008 3,566

The remaining maturities of the loans and borrowings as at 31 August 2011 are as follows:

Group

2011 2010RM'000 RM'000

On demand or within one year 157 541More than 1 year and less than 2 years 161 115More than 2 year and less than 5 years 414 3475 years or more 2,276 2,563

3,008 3,566

Obligations under finance leases

These obligations are secured by a charge over the leased assets (Note 12). The average discount rate implicitin the leases is 1.57% p.a. (2010: 3.15% p.a.). These obligations are denominated in the respective functionalcurrencies of the relevant entities in the Group.

3.25% p.a. fixed rate USD bank loan

The loan is secured by way of fixed charges over certain property, plant and equipment as disclosed in Note 12.

Top Glove Corporation Berhad100

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

24. Trade and other payables

Group Company

2011 2010 2011 2010RM'000 RM'000 RM'000 RM'000

Trade payables 105,955 105,116 - -

Other payables:Accrued operating expenses 29,237 33,702 519 512Sundry payables 59,419 62,884 12 15

88,656 96,586 531 527

Total trade and other payables 194,611 201,702 531 527Add: Loans and borrowings (Note 23) 3,008 3,566 - -

Total financial liabilities carried atamortised cost 197,619 205,268 531 527

(a) Trade payables

These amount are non-interest bearing.The normal trade credit term granted to the Group ranges from 30to 90 days (2010: range from 30 to 90 days).

(b) Other payables

These amounts are non-interest bearing. Other payables are normally settled on an average term of 30 to 90days (2010: range from 30 to 90 days).

25. Deferred tax liabilities

Deferred income tax as at 31 August 2011 relates to the following:

Deferred taxliabilities Unabsorbed

capitalProperty, allowances andplant and reinvestment

equipment Provisions allowances TotalGroup RM'000 RM'000 RM'000 RM'000

At 1 September 2009 40,955 (527) (7,015) 33,413Recognised in profit and loss 2,970 (2,023) - 947

At 31 August 2010 43,925 (2,550) (7,015) 34,360Recognised in profit and loss 7,390 2,643 - 10,033

At 31 August 2011 51,315 93 (7,015) 44,393

Deferred tax assets

Annual Report 2011 101

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

25. Deferred tax liabilities (continued)

Presented after appropriate offsetting as follows:

Group

2011 2010RM'000 RM'000

Deferred tax assets (7,015) (9,565)Deferred tax liabilities 51,408 43,925

44,393 34,360

Deferred tax assets have not been recognised in respect of the following items:

Group

2011 2010RM'000 RM'000

Unused tax losses 3,831 3,808Unabsorbed capital allowances 7,815 10,123Unabsorbed reinvestment allowances 12,545 11,458

24,191 25,389

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

26. Share capital

Group and Company

Number of ordinary sharesof RM0.50 each Amount

2011 2010 2011 2010'000 '000 RM'000 RM'000

AuthorisedAt 1 September 800,000 400,000 400,000 200,000Created during the year - 400,000 - 200,000

At 31 August 800,000 800,000 400,000 400,000

Issued and fully paidAt 1 September 618,163 303,759 309,081 151,879Exercise of ESOS 350 5,651 175 2,826Bonus issue - 308,753 - 154,376

At 31 August 618,513 618,163 309,256 309,081

The new ordinary shares ranked pari passu in all respects with the existing ordinary shares of the Company.

27. Share premium

This is a non-distributable reserve which arose from the issue of the Company's shares at a premium:

Group and Company

2011 2010RM'000 RM'000

At 1 September 170,563 243,677Issuance of ordinary shares pursuant to ESOS 840 28,520Transfer from share option reserve 383 9,665Share issue expenses (6) (71)Bonus issue - (154,376)Sale of treasury shares - 43,148

At 31 August 171,780 170,563

Annual Report 2011 103

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

28. Treasury shares

This amount relates to the acquisition cost of treasury shares net of the proceeds received on their subsequent saleor issuance.

The shareholders of the Company, by an ordinary resolution passed in an annual general meeting held on 12 January2010, renewed their approval for the Company's plan to repurchase its own shares. The Directors of the Companyare committed in enhancing the value of the Company to its shareholders and believe that the Share Buy Back canbe applied in the best interests of the Company and its shareholders. The shares repurchased are being held astreasury shares in accordance with Section 67A of the Companies Act, 1965.

29. Other reserves

Foreign Share Fair valueexchange Legal option adjustment

reserve reserve reserve Reserve TotalRM'000 RM'000 RM'000 RM'000 RM'000

Group

At 1 September 2009 10,581 1,388 9,995 - 21,964Foreign currency translation (9,790) - - - (9,790)Share options granted under ESOS - - 9,930 - 9,930Transfer to share premium - - (9,665) - (9,665)Transfer from retained earnings - 1,012 - - 1,012

At 31 August 2010 791 2,400 10,260 - 13,451Effects of adopting FRS 139 - - - 641 641

791 2,400 10,260 641 14,092Loss on fair value changes - - - (1,057) (1,057)Foreign currency translation 975 - - - 975Transfer to share premium - - (383) - (383)Transfer from retained earnings - 1,204 - - 1,204

At 31 August 2011 1,766 3,604 9,877 (416) 14,831

Share optionreserve

Company RM'000

At 1 September 2009 9,995Share options granted under ESOS 9,930Transfer to share premium (9,665)

At 31 August 2010 10,260Transfer to share premium (383)

At 31 August 2011 9,877

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

29. Other reserves (continued)

(a) Foreign exchange reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation ofthe financial statements of foreign operations whose functional currencies are different from that of the Group’spresentation currency. It is also used to record the exchange differences arising from monetary items which formpart of the Group’s net investment in foreign operations, where the monetary item is denominated in either thefunctional currency of the reporting entity or the foreign operation.

(b) Legal reserve

This represents a general reserve provided for in respect of subsidiaries incorporated in the People’s Republicof China and Thailand.

Under the Wholly Foreign Owned Enterprise (“WFOE”) Law in the People’s Republic of China, at least 10% ofthe net profit after taxation in each financial year must be credited to this reserve, until it reaches 50% of theregistered paid up capital of the subsidiary.

Under the Civil and Commercial Code in Thailand, a company is required to set aside a statutory reserve equalto at least 5% of its net profit each time when the company pays out a dividend, until it reaches 10% of theregistered share capital of the company.

(c) Share option reserve

The share option reserve represents the equity-settled share options granted to employees. This reserve ismade up of the cumulative value of services received from employees recorded on grant of share options.

(d) Fair value adjustment reserve

Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-salefinancial assets until they are disposed of or impaired.

30. Retained earnings

The Company has elected for the irrevocable option under the Finance Act 2007 to disregard the 108 balance asat 31 December 2007. Hence, the Company will be able to distribute dividends out of its entire retained earningsas at 31 August 2011 and 2010 under the single tier system.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

31. Employee Share Options Scheme (ESOS)

The Company ESOS is governed by the By-Laws which was approved by the shareholders at the ExtraordinaryGeneral Meeting held on 9 January 2008 and became effective on 1 August 2008.

The main features of the ESOS are as follows:

(a) The ESOS shall be in force for a period of ten years from the date of the receipt of the last of the requisiteapprovals.

(b) Eligible persons are employees of the Group (including executive directors) who have been confirmed in theemployment of the Group and have served for at least one year before the date of the offer. The eligibility forparticipation in the ESOS shall be at the discretion of the Options Committee appointed by the Board ofDirectors.

(c) The total number of shares to be issued under the ESOS shall not exceed in aggregate 15% of the issued andpaid up share capital of the Company at any point of time during the tenure of the ESOS.

(d) The option price for each share shall be the 5-days weighted average market price of the underlying shares atthe time the ESOS Options are granted, with either a premium or a discount of not more than ten percent(10%), or the par value of the ordinary shares of the Company of RM0.50, whichever is higher.

(e) No option shall be granted for less than 100 shares to any eligible employee.

(f) An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing tothe Company commencing from the date of the offer but before the expiry on 1 August 2018.

(g) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in allrespect with the existing ordinary shares of the Company other than as may be specified in a resolutionapproving the distribution of dividends prior to their exercise dates.

(h) No eligible person shall participate at any time in more than one share option scheme implemented by anycompany within the Group unless otherwise approved by the Options Committee.

(i) The options shall not carry any right to vote at a general meeting of the Company.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

31. Employee Share Options Scheme (ESOS) (continued)

The terms of share options outstanding as at end of the financial year are as follows:

2011Number of share options over the ordinary shares of RM0.50 each

Grant Expiry Exercise At beginning At endDate Date Price of year Granted Exercised Lapsed of year

RM ‘000 ‘000 ‘000 ‘000 ‘000

5.9.2008 1.8.2018 2.01 235.2 - (112.4) - 122.85.10.2008 1.8.2018 1.99 0.8 - - - 0.85.3.2009 1.8.2018 2.26 299.8 - (39.6) - 260.26.4.2009 1.8.2018 2.45 0.8 - - - 0.85.6.2009 1.8.2018 2.95 5.2 - (2.0) - 3.25.8.2009 1.8.2018 3.58 2.4 - - - 2.420.8.2009 1.8.2018 3.52 1,398.2 - (194.6) (0.6) 1,203.05.10.2009 1.8.2018 3.60 16.8 - - - 16.85.11.2009 1.8.2018 4.12 41.4 - - - 41.44.12.2009 1.8.2018 4.60 70.6 - (2.0) - 68.65.1.2010 1.8.2018 5.04 62.7 - - - 62.75.2.2010 1.8.2018 5.64 88.8 - - - 88.85.3.2010 1.8.2018 5.79 5,311.4 - - (212.6) 5,098.85.4.2010 1.8.2018 6.97 162.8 - - (4.0) 158.86.5.2010 1.8.2018 6.16 253.4 - - (29.4) 224.05.6.2010 1.8.2018 6.12 367.4 - - (43.0) 324.45.7.2010 1.8.2018 6.85 247.8 - - (49.6) 198.26.8.2010 1.8.2018 6.51 93.1 - - (6.5) 86.6

8,658.6 - (350.6) (345.7) 7,962.3

Annual Report 2011 107

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

31. Employee Share Options Scheme (ESOS) (continued)

2010Number of share options over the ordinary shares of RM0.50 each

Balanceprior to

adjustmentGrant Expiry Exercise At beginning for bonusDate Date Price of year Granted Exercised Lapsed issue*

RM ‘000 ‘000 ‘000 ‘000 ‘000

5.9.2008 1.8.2018 4.01 1,138.7 - (1,015.8) (2.9) 120.05.10.2008 1.8.2018 3.98 0.4 - - - 0.45.12.2008 1.8.2018 3.58 3.0 - (3.0) - -5.2.2009 1.8.2018 4.49 2.1 - (2.1) - -5.3.2009 1.8.2018 4.52 1,738.1 - (1,585.8) (0.6) 151.76.4.2009 1.8.2018 4.90 28.5 - (28.1) - 0.45.5.2009 1.8.2018 5.76 32.8 - (32.8) - -5.6.2009 1.8.2018 5.90 70.7 - (68.1) - 2.66.7.2009 1.8.2018 6.54 56.9 - (56.9) - -5.8.2009 1.8.2018 7.15 46.7 - (45.5) - 1.220.8.2009 1.8.2018 7.03 2,795.8 1.4 (1,815.1) (20.7) 961.45.10.2009 1.8.2018 7.19 - 78.6 (67.8) (2.4) 8.45.11.2009 1.8.2018 8.23 - 69.8 (49.1) - 20.74.12.2009 1.8.2018 9.20 - 90.1 (51.8) - 38.35.1.2010 1.8.2018 10.07 - 57.1 (21.0) - 36.15.2.2010 1.8.2018 11.28 - 52.0 (3.6) (4.0) 44.45.3.2010 1.8.2018 11.58 - 2,890.4 (147.7) (31.9) 2,710.85.4.2010 1.8.2018 13.93 - 95.4 - (14.0) 81.46.5.2010 1.8.2018 12.31 - 127.1 - (0.4) 126.75.6.2010 1.8.2018 12.24 - 191.7 - - 191.75.7.2010 1.8.2018 13.69 - 123.9 - - 123.9

5,913.7 3,777.5 (4,994.2) (76.9) 4,620.1

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

31. Employee Share Options Scheme (ESOS) (continued)

Number of share options over the ordinary shares of RM0.50 eachBalance after

adjustmentGrant Expiry Exercise for bonus At endDate Date Price issue* Granted Exercised Lapsed of year

RM ‘000 ‘000 ‘000 ‘000 ‘000

5.9.2008 1.8.2018 2.01 240.0 - (4.8) - 235.25.10.2008 1.8.2018 1.99 0.8 - - - 0.85.3.2009 1.8.2018 2.26 303.4 - (3.6) - 299.86.4.2009 1.8.2018 2.45 0.8 - - - 0.85.6.2009 1.8.2018 2.95 5.2 - - - 5.25.8.2009 1.8.2018 3.58 2.4 - - - 2.420.8.2009 1.8.2018 3.52 1,922.8 - (524.6) - 1,398.25.10.2009 1.8.2018 3.60 16.8 - - - 16.85.11.2009 1.8.2018 4.12 41.4 - - - 41.44.12.2009 1.8.2018 4.60 76.6 - (6.0) - 70.65.1.2010 1.8.2018 5.04 72.2 - (9.5) - 62.75.2.2010 1.8.2018 5.64 88.8 - - - 88.85.3.2010 1.8.2018 5.79 5,421.6 - (108.2) (2.0) 5,311.45.4.2010 1.8.2018 6.97 162.8 - - - 162.86.5.2010 1.8.2018 6.16 253.4 - - - 253.45.6.2010 1.8.2018 6.12 383.4 - - (16.0) 367.45.7.2010 1.8.2018 6.85 247.8 - - - 247.86.8.2010 1.8.2018 6.51 - 93.1 - - 93.1

9,240.2 93.1 (656.7) (18.0) 8,658.6

* Bonus issue on the basis of one new ordinary share for every existing ordinary share held.

Annual Report 2011 109

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

31. Employee Share Options Scheme (ESOS) (continued)

Details of share options exercised during the financial year and the fair value, at exercise date, of ordinary sharesissued are as follows :

Fair value Number of Consider-Exercise of ordinary share ations

Exercise Date price shares options receivedRM RM '000 RM'000

2011

September 2010 - August 2011 2.01 4.68 - 5.88 112.4 225September 2010 - August 2011 2.26 4.68 - 5.88 39.6 90September 2010 - August 2011 2.95 4.68 - 5.88 2.0 6September 2010 - August 2011 3.52 4.68 - 5.88 194.6 685September 2010 - August 2011 4.60 4.68 - 5.88 2.0 9

350.6 1,015Less: Par value of ordinary shares (175)

Share premium 840

2010

Before bonus issueSeptember 2009 - June 2010 4.01 6.90 - 13.92 1,015.8 4,073September 2009 - June 2010 3.58 6.90 - 13.92 3.0 11September 2009 - June 2010 4.49 6.90 - 13.92 2.1 9September 2009 - June 2010 4.52 6.90 - 13.92 1,585.9 7,168September 2009 - June 2010 4.90 6.90 - 13.92 28.1 138September 2009 - June 2010 5.76 6.90 - 13.92 32.8 189September 2009 - June 2010 5.90 6.90 - 13.92 68.1 402September 2009 - June 2010 6.54 6.90 - 13.92 56.9 372September 2009 - June 2010 7.15 6.90 - 13.92 45.5 325September 2009 - June 2010 7.03 6.90 - 13.92 1,815.1 12,760October 2009 - June 2010 7.19 7.19 - 13.92 67.8 487November 2009 - June 2010 8.23 8.23 - 13.92 49.1 404December 2009 - June 2010 9.20 9.20 - 13.92 51.8 477January 2010 - June 2010 10.07 10.07 - 13.92 21.0 211February 2010 - June 2010 11.28 11.28 - 13.92 3.6 41March 2010 - June 2010 11.58 11.58 - 13.92 147.7 1,710

After bonus issueAugust 2010 2.01 6.06 - 7.22 4.8 10August 2010 2.26 6.06 - 7.22 3.6 8August 2010 3.52 6.06 - 7.22 524.6 1,847August 2010 4.60 6.06 - 7.22 6.0 28August 2010 5.04 6.06 - 7.22 9.5 48August 2010 5.79 6.06 - 7.22 108.2 627

5,651.0 31,345Add: Administrative fee received 1Less: Par value of ordinary shares (2,826)

Share premium 28,520

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

31. Employee Share Options Scheme (ESOS) (continued)

Fair value of share options granted in prior years

The fair value of share options granted in prior years were estimated by using a binomial model, taking into accountthe terms and conditions upon which the options were granted. The fair value of share options measured at grantdate and the assumptions are as follows:

2011 2010

Fair value of share options at the following grant dates (RM)5 October 2009 - 1.48 & 1.615 November 2009 - 1.59 & 1.774 December 2009 - 1.82 & 2.025 January 2010 - 1.93 & 2.155 February 2010 - 2.12 & 2.365 March 2010 2.51, 2.77

- & 2.975 April 2010 - 2.49 & 2.766 May 2010 - 1.89 & 2.145 June 2010 - 2.21 & 2.455 July 2010 - 2.42 & 2.676 August 2010 - 1.06 & 1.19

Weighted average share price (RM) - 9.89Weighted average exercise price (RM) - 5.55Expected volatility (%) - 27.30-29.42Expected life (years) - 7.99-8.82Risk free rate (%) - 3.79-4.23Expected dividend yield (%) - 4.39

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns thatmay occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends,which may also not necessarily be the actual outcome. No other features of the option were incorporated into themeasurement of fair value.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

32. Related party transactions

(a) Sales and purchase of goods

In addition to the related party information disclosed elsewhere in the financial statements, the followingsignificant transactions between the Group and related parties took place at terms agreed between the partiesduring the financial year:

Company

2011 2010RM'000 RM'000

Gross dividends from subsidiaries 83,600 53,767Management fees from subsidiaries 1,175 1,438Interest recouped from subsidiaries - 308Share options granted under ESOS recouped from subsidiaries - 10,259

(b) Compensation of key management personnel

There are no other key management personnel other than the executive directors. The remuneration ofexecutive directors during the year were as follows :

Group Company

2011 2010 2011 2010RM’000 RM’000 RM’000 RM’000

Salaries and other emoluments 4,433 4,166 680 676Pension costs - defined 378 371 81 82Social security contributions 7 6 1 1Share options granted under ESOS - 1,905 - (323)Fees 318 217 228 217

5,136 6,665 990 653

33. Commitments

(a) Capital commiments

Capital expenditure as at the reporting date is as follows:

Group

2011 2010RM'000 RM'000

Approved and contracted for property, plant and equipment 30,449 59,390

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

33. Commitments (continued)

(b) Operating lease arrangements

In addition to the land use rights disclosed in Note 13, the Group has entered into commercial leases on certainoffice equipment. These leases have an average tenure of between one and five years.

Future minimum rentals payable under non-cancellable operating leases (excluding land use rights) at thereporting date are as follows:

Group

2011 2010RM'000 RM'000

Future minimum rentals payments:Not later than 1 year 933 691Later than 1 year and not later than 2 years 802 231Later than 2 years and not later than 5 years 1,860 291

3,595 1,213

(c) Finance lease commitments

The Group has finance leases for certain items of property, plant and equipment (Note 12). Future minimumlease payments under finance leases together with the present value of the net minimum lease payments areas follows:

Group

2011 2010RM'000 RM'000

Minimum lease payments:Not later than 1 year 43 21Later than 1 year and not later than 2 years 43 -Later than 2 years and not later than 5 years 35 -

Total minimum lease payments 121 21Less: Amount representing finance charges (1) (1)

Present value of minimum lease payables 120 20

Present value of payments:Not later than 1 year 43 20Later than 1 year and not later than 2 years 43 -Later than 2 years and not later than 5 years 34 -

Present value of minimum lease payments 120 20Less: Amount due within 12 months (Note 23) (43) (20)

Amount due after 12 months (Note 23) 77 -

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

34. Contingent liabilities - unsecured

Company

2011 2010RM'000 RM'000

Corporate guarantee issued to financial institutions for credit facilities granted to subsidiaries - 24,192

35. Fair value of financial instruments

Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximationof fair value

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts arereasonable approximation of fair value:

Note

Trade and other receivables 19Loans and borrowings (current) 23Trade and other payables 24

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either dueto their short-term nature or that they are floating rate instruments that are re-priced to market interest rates on ornear the reporting date.

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair valuesdue to the insignificant impact of discounting.

The fair values of loans and borrowings are estimated by discounting expected future cash flows at marketincremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date.

Quoted debt securities

Fair value is determined directly by reference to their published market bid price at the reporting date.

Derivatives

Forward currency contracts are valued using a valuation technique with market observable inputs. The mostfrequently applied valuation techniques include forward pricing, using present value calculations. The modelsincorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

36. Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from their operations and the use of financialinstruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk.

The following sections provide details regarding the Group’s and Company’s exposure to the abovementionedfinancial risks and the objectives, policies and processes for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty defaulton its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and otherreceivables. For other financial assets (including investment securities, cash and bank balances and derivatives),the Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increasedcredit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’spolicy that all customers who wish to trade on credit terms are subject to credit verification procedures.In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposureto bad debts is not significant.

Exposure to credit risk

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by:

- The carrying amount of each class of financial assets recognised in the statements of financial position,including derivatives with positive fair values.

- A nominal amount of RM20,962,000 (2010: RM24,192,000) relating to a bank guarantee provided by theCompany to utilities suppliers.

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note19. Deposits with banks and other financial institutions, debt securities and derivatives that are neither past duenor impaired are placed with or entered into with reputable financial institutions or companies with high creditratings and no history of default.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 19.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

36. Financial risk management objectives and policies (continued)

(b) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligationsdue to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily frommismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is tomaintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reportingdate based on contractual undiscounted repayment obligations.

2011RM’000

On demandor within One to Overone year five years five years Total

Group

Financial liabilitiesTrade and other payables,

excluding bank guarantees * 194,611 - - 194,611Loans and borrowings 157 575 2,276 3,008

Total undiscounted financial liabilities 194,768 575 2,276 197,619

Company

Financial liabilitiesTrade and other payables 531 - - 531

Total undiscounted financial liabilities 531 - - 531

* At the reporting date, the counterparties to the bank guarantees does not have a right to demand cash asthe default has not occurred. Accordingly, financial guarantees under the scope of FRS 139 are not includedin the above maturity profile analysis.

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financialinstruments will fluctuate because of changes in market interest rates.

The Group's and the Company's exposure to interest rate risk arises primarily from their loans and borrowings.The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rateborrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period andnature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environmentand achieve a certain level of protection against rate hikes.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

36. Financial risk management objectives and policies (continued)

(d) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in foreign exchange rates.

The Group has transactional currency exposures mainly arising from sales that are denominated in a currencyother than the respective functional currencies of the Group entities, primarily RM, Thailand Baht ("Baht") andChinese Renminbi ("RMB"). The foreign currencies in which these transactions are denominated are mainly USDollars (“USD”) and Australlian Dollars ("AUD").

The net unhedged financial assets and financial liabilities of the Group companies that are not denominated intheir functional currencies are as follows :

Net financial assets held in non-functional currencyFunctional currency of USD AUD Total

Group companies RM'000 RM'000 RM'000

At 31 August 2011:Ringgit Malaysia 30,105 116,480 146,585Thailand Baht 32,126 - 32,126Chinese Renminbi 11,080 - 11,080

73,311 116,480 189,791

At 31 August 2010:Ringgit Malaysia 49,501 41,075 90,576Thailand Baht 33,063 - 33,063Chinese Renminbi 11,828 - 11,828

94,392 41,075 135,467

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible changein the USD and AUD exchange rates against the respective functional currencies of the Group entities, with allother variables held constant.

2011RM'000

USD/RM - strengthened 5% 1,505- weakened 5% (1,505)

USD/Baht - strengthened 5% 1,606- weakened 5% (1,606)

USD/RMB - strengthened 5% 554- weakened 5% (554)

AUD/RM - strengthened 5% 5,824- weakened 5% (5,824)

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

37. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating andhealthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, returncapital to shareholders or issue new shares. No changes were made in the objectives, policies or processes duringthe years ended 31 August 2011 and 31 August 2010.

As disclosed in Note 29(b), subsidiaries of the Group incorporated in the People's Republic of China and Thailandare required to set aside a statutory reserve fund under local regulations. This externally imposed capital requirementhas been complied with by the above-mentioned subsidiaries for the financial years ended 31 August 2011 and31 August 2010.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Groupincludes within net debt, loans and borrowings, trade and other payables, less cash and bank balances. Capitalincludes equity attributable to the owners of the parent less the fair value adjustment reserve, and theabove-mentioned restricted statutory reserve fund.

Group Company

2011 2010 2011 2010Note RM’000 RM’000 RM’000 RM’000

Loans and borrowings 23 3,008 3,566 - -Trade and other payables 24 194,611 201,702 531 527Less: cash and cash equivalents 22 (148,760) (262,930) (142) (3,015)

Net debt 48,859 ( 57,662) 389 (2,488)

Equity attributable to the owners of the parent 1,121,803 1,092,502 491,576 502,724

Add: - Fair valueadjustment reserve 29 416 - - -

Less: - Statutory reserve fund 29 (3,604) (2,400) - -

Total capital 1,118,615 1,090,102 491,576 502,724

Capital and net debt 1,167,474 1,032,440 491,965 500,236

Gearing ratio 4.2% - 0.1% -

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

38. Segment information

For management purposes, the Group is organised into business units based on their geographical areas, and hasfour reportable operating segments.

Management monitors the operating results of its business units separately for the purpose of making decisionsabout resource allocation and performance assessment. Segment performance is evaluated based on operatingprofit or loss which, in certain respects as explained in the table below, is measured differently from operating profitor loss in the consolidated financial statements. Group financing (including finance costs), income taxes and shareof results of associate are managed on a group basis and are not allocated to operating segments.

The directors are of the opinion that all inter-segment transactions have been entered into in the normal course ofbusiness and have been established on negotiated and mutually agreed terms.

31 August 2011The People's

Republic ofMalaysia Thailand China Others Eliminations Notes Consolidated

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

RevenueExternal sales 1,707,269 195,402 61,482 89,763 - 2,053,916Inter-segment sales 38,410 522,077 41,395 - (601,882) A -

Total revenue 1,745,679 717,479 102,877 89,763 (601,882) 2,053,916

ResultsInterest income 10,502 59 12 - - 10,573Depreciation and

amortisation 43,628 12,080 5,650 209 - 61,567Segment profit/(loss) 123,762 21,438 (2,822) 2,417 675 B 145,470

AssetsAdditions to

non-current assets 111,092 28,964 1,165 172 - C 141,393Segment assets 1,021,103 216,584 102,376 42,586 40,380 D 1,423,029

LiabilitiesSegment liabilities 177,247 29,131 13,638 12,247 44,393 E 276,656

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

38. Segment information (continued)

31 August 2010The People's

Republic ofMalaysia Thailand China Others Eliminations Notes Consolidated

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

RevenueExternal sales 1,679,555 206,669 87,209 105,999 - 2,079,432Inter-segment sales 42,430 481,478 83,287 - (607,195) A -

Total revenue 1,721,985 688,147 170,496 105,999 (607,195) 2,079,432

ResultsInterest income 4,033 55 200 - - 4,288Depreciation and

amortisation 41,702 11,479 5,651 229 - 59,061Segment profit/(loss) 281,003 37,468 (7,180) (3,624) (2,706) B 304,961

AssetsAdditions to

non-current assets 77,580 11,835 7,263 302 - C 96,980Segment assets 959,528 218,675 125,893 37,272 30,642 D 1,372,010

LiabilitiesSegment liabilities 154,414 26,688 30,418 9,764 34,360 E 255,644

A Inter-segment revenues are eliminated on consolidation.

B The following items are added to/(deducted from) segment profit to arrive at "profit before tax" presented in theconsolidated statement of comprehensive income.

2011 2010RM'000 RM'000

Share of results of associate 917 (947)Profit/(loss) from inter-segment sales - (1,120)Finance costs (242) (639)

675 (2,706)

C Additions to non-current assets consist of:

2011 2010RM'000 RM'000

Property, plant and equipment 141,393 88,840Land use rights - 8,140

141,393 96,980

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

38. Segment information (continued)

D The following items are added to segment assets to arrive at total assets reported in the consolidated statementof financial position:

2011 2010RM'000 RM'000

Tax recoverable 13,228 5,473Investments in associate 7,039 5,056Goodwill 20,113 20,113

40,380 30,642

E The following items are added to segment liabilities to arrive at total liabilties reported in the consolidatedstatement of financial position:

2011 2010RM'000 RM'000

Deferred tax liabilities 44,393 34,360

39. Dividends

Group and Company

2011 2010RM'000 RM'000

Recognised during the financial year:

Dividends on ordinary shares:

- Final single tier dividend for 2009: 9.00 sen per share - 27,055- Special single tier dividend for 2009: 6.00 sen per share - 18,037- First interim single tier dividend for 2010: 14.00 sen per share - 43,225- Final single tier dividend for 2010: 9.00 sen per share 55,652 -- First interim single tier dividend for 2011: 5.00 sen per share 30,923 -

86,575 88,317

At the forthcoming Annual General Meeting, a single tier final dividend of 12% on 618,512,962 ordinary sharesamounting to RM37,110,777 (6.00 sen per share) in respect of the financial year ended 31 August 2011 will beproposed for shareholders' approval. The financial statements for the current financial year do not reflect thisproposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as anappropriation of retained earnings in the financial year ending 31 August 2012.

40. Authorisation of financial statements for issue

The financial statements for the year ended 31 August 2011 were authorised for issue in accordance with a resolutionof the directors on 2 November 2011.

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NOTES TO THE FINANCIAL STATEMENTS31 August 2011 (cont’d)

41. Supplementary information – Breakdown of realised and unrealised retained earnings

The breakdown of the retained earnings of the Group and of the Company as at 31 August 2011 into realised andunrealised earnings is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised andUnrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad ListingRequirements, as issued by the Malaysian Institute of Accountants.

Group CompanyRM'000 RM'000

Total retained earnings of the Company and its subsidiaries- Realised 665,968 663- Unrealised (35,718) -

630,250 663

Less: Consolidated adjustments (4,314) -

Total Group's retained earnings as per consolidated accounts 625,936 663

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LIST OF PROPERTIES

AUDITED NETDATE OF AGE OF LAND AREA / BOOK VALUE AS

PARTICULARS OF ACQUISITION (A) / BUILDING TENURE DESCRIPTION / BUILD-UP AT 31.08.2011PROPERTY REVALUATION (R) (YEARS) EXISTING USE AREA (RM)

A) Top Glove Sdn Bhd1) 18,Jalan Mempari 10, HS (M) 15256, PT 8368, 23/10/97 (A) 14 Freehold Terrace house/ 1,300 square 104,582

Taman Bayu,Batu 5 1/2, Mukim of Kapar, Accommodation feet/ 1,100 Jalan Meru,Klang, District of Klang, for staff square feetSelangor. State of Selangor.

2) 36,Jalan Mempari 1, HS (M) 15297, PT 8411, 13/2/98 (A) 13 Freehold Terrace house/ 1,300 square 102,607Taman Bayu,Batu 5 1/2, Mukim of Kapar, Accommodation feet/ 1,100 Jalan meru, Klang, District of Klang, for staff square feetSelangor. State of Selangor.

3) 11, Jalan Mempari 11, HS (M) 15238, PT 8349 15/9/97 (A) 14 Freehold Terrace house/ 1,300 square 96,951Taman Bayu, Batu 5 1/2, HS (M) 15238, PT 8445 Accommodation feet/ 1,100 Jalan Meru, Klang, Mukim of Kapar, for staff square feetSelangor. District of Klang,

State of Selangor.

4) Lot 4968, Jalan Teratai, EMR 6629, Lot 4968, 13/10/93 (A) 17 Freehold Factory / Glove 3 acres / 5,952,050Batu 6, Off Jalan Meru, Mukim of Kapar, manufacturing 66,98041050 Klang, Selangor. District of Klang, square feet

State of Selangor.

5) 4, Jalan Seri Kenangan 8, HS (M) 10354, PT 15485, 29/7/95 (A) 16 Freehold Terrace house/ 1,640 square 74,953Taman Meru 3, Meru, Mukim of Kapar, Accommodation feet/1,40041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

6) 6, Jalan Seri Kenangan 8, HS (M) 10355, PT 15486 29/7/95 (A) 16 Freehold Terrace house/ 1,640 square 74,953Taman Meru 3, Meru Mukim of Kapar, Accommodation feet/1,40041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

7) 23, Jalan Seri Kenangan 8, HS (M) 10314, PT 15442 23/5/96 (A) 15 Freehold Terrace house/ 1,608 square 94,128Taman Meru 3, Meru, Mukim of Kapar, Accommodation feet/1,35041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

8) 22, Jalan Mempari 1, HS (M) 15304, PT 8419, 15/9/97 (A) 14 Freehold Terrace house/ 1,300 square 104,996Taman Bayu, Batu 5 1/2, Mukim of Kapar, Accommodation feet/1,100Jalan Meru Klang, District of Klang, for staff square feetSelangor. State of Selangor.

9) Lot 5987, Jalan Teratai EMR 8780, Lot No 5987 18/4/96 (A) 11 Freehold Factory / Glove 2.8 acres/ 5,514,727Batu 5, Off Jalan Meru, Mukim of Kapar, manufacturing 57,25041050 Klang, Selangor. District of Klang, square feet

State of Selangor.

10) Lot 4969, Jalan Teratai, G.M. 2143, Lot No 4969 11/10/00 (A) 9 Freehold Factory & Office 3 acres / 7,975,725Batu 6, Off Jalan Meru, Mukim of Kapar, Building 41,27441050 Klang, Selangor. District of Klang, square feet

State of Selangor.

11) Lot 18, 27, 38 & 57, Lot 18, 27, 38 & 57, 22/11/99 (A) 23 Leasehold Factory / Glove 31,192 9,979,272Medan Tasek, Medan Tasek, Kawasan (expiring on: Manufacturing square feet/Kawasan Perindustrian Perindustrian Tasek, Lot 18-30.9.2072 197,675Tasek, Ipoh, Perak. Ipoh, Perak. Lot 27-28.12.2063 square feet

Lot 38-23.12.2069Lot 57-1.10.2064)

12) No. 3,5,7,9,11,13,15, Plot No. 332-344 2/11/2007 (A) 4 Freehold Double story 1,400 square 1,918,89017, 19, 21, 23, 25 & 27 (Lot No. 211196- terrace feet/ 1,625Taman Mutiara, Tasek, 2111208) house/Hostel square feetIpoh, Perak. Tasek Mutiara, Ipoh, for workers –

Perak. 13 units

13) Lot 39, Medan Tasek, HS(D) 21524, PT 1002, 8/10/2007 (A) 4 Leasehold Biomass Store 3 acres 1,962,089Kawasan Perindustrian Mukim Hulu Kinta, (expiring on:Tasek, Ipoh, Perak. Daerah Kinta, Perak. 28.7.2069)

14) Lot 12, Medan Tasek, PN 00001308, 04/02/2010 (A) 1 Leasehold Factory & Office 213,889 7,466,521Kawasan Perindustrian Lot 056530, (expiring on: Building square feetTasek, 31400 Ipoh, Perak. Mukim Hulu Kinta, 05.04.2066)

Daerah Kinta, Perak.

15) Lot 30 & 42, Persiaran PN 00240047, 25,11,2009 (A) N/A Leasehold Vacant 10 arces / 5,862,355Tasek, Kawasan Lot 047962 & (expiring on: 2 arcesPerindustran Tasek, Ipoh, PN 00244996, Lot 47962 –Perak. Lot 051268 02.02.2063

Mukim Hulu Kinta, Lot 51268 –Daerah Kinta, Perak. 26.09.2068)

16) Lot 4960, Jalan Teratai, GM 2326, Lot No. 4960, 24/09/2003 (A) 6 Freehold Factory / Gloves 3 acres / 8,088,153Batu 6, Off Jalan Meru, Mukim of Kapar, Manufacturing 58,24041050 Klang, Selangor. District of Klang, Square feet

State of Selangor.

17) Lot 4970, Jalan Teratai, HS(M) 38148, 20/11/2003 (A) 8 Freehold Factory / Gloves 3 acres/ 6,536,089Batu 6, Off Jalan Meru, PT Nos. 63271, Manufacturing 67,92441050 Klang, Selangor. Mukim of Kapar, Square feet

District of Klang,State of Selangor.

18) Lot 4967, Jalan Teratai, GM 5584, Lot No. 4967, 19/03/2004 (A) 7 Freehold Factory / Gloves 3 acres 7,691,772Batu 6, Off Jalan Meru, Mukim of Kapar, Manufacturing 58,24041050 Klang, Selangor. District of Klang, Square feet

State of Selangor.

19) 21, Jalan Mempari 11, HS(M) 15324, PT 8441, 12/05/2005 (A) 6 Freehold Terrace house/ 1,300 square 116,932Taman Bayu, Batu 5 1/2, HS(M) 15242, PT 8353, Accommodation feet/1,100Jalan Meru, Klang, Mukim Kapar, for staff square feetSelangor. District of Klang,

State of Selangor.

The landed properties owned by Top Glove as at 31 August 2011 are set out below:

Annual Report 2011 123

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LIST OF PROPERTIES(cont’d)

AUDITED NETDATE OF AGE OF LAND AREA / BOOK VALUE AS

PARTICULARS OF ACQUISITION (A) / BUILDING TENURE DESCRIPTION / BUILD-UP AT 31.08.2011PROPERTY REVALUATION (R) (YEARS) EXISTING USE AREA (RM)

20) 37, Jalan Mempari 1, HS (M) 18522, PT 24689, 12/05/2005 (A) 7 Freehold Terrace house/ 1,300 square 133,312Taman Bayu, Batu 5 1/2, Mukim Kapar, Accommodation feet/1,100Jalan Meru, Klang, District of Klang, for staff square feetSelangor. State of Selangor.

21) 6, Jalan Sg. Binjai, HS (M) 26112 PT 39636, 21/03/2005 (A) 6 Freehold Terrace house/ 1,300 square 141,921Klang, Selangor. Mukim Kapar, Accommodation feet/1,100

District of Klang, for staff square feetState of Selangor.

22) 21, Jalan Sesenduk 20, GM 7798, Lot No. 37307, 13/05/2005 (A) 6 Freehold Terrace house/ 1,300 square 142,738Off Taman Meru Jaya, Mukim Kapar, Accommodation feet/1,10041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

23) 23, Jalan Sesenduk 20, GM 7797, Lot No. 37306, 13/05/2005 (A) 6 Freehold Terrace house/ 1,300 square 142,738Off Taman Meru Jaya, Mukim Kapar, Accommodation feet/1,10041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

24) 27, Lorong Tempinis 1, HS (M) 3773, PT 1286 & 25/05/2005 (A) 6 Freehold Terrace house/ 1,300 square 116,025Pekan Meru, 42200 Klang, HS(M) 3685, PT 1285, Accommodation feet/1,100Selangor. Mukim Kapar, for staff square feet

District of Klang,State of Selangor.

25) 57, Jalan Sesenduk 5, GM 7330, Lot No. 43375, 19/07/2005 (A) 6 Freehold Terrace house/ 1,300 square 142,384Taman Meru Utama, Mukim Kapar, Accommodation feet/1,10041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

26) 51, Jalan Sesenduk 5, GM 7327, Lot No. 43372, 19/07/2005 (A) 6 Freehold Terrace house/ 1,300 square 142,384Taman Meru Utama Mukim Kapar, Accommodation feet/1,10041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

27) 67, Jalan Sesenduk 6, GM 7311, Lot No. 43353, 19/07/2005 (A) 6 Freehold Terrace house/ 1,300 square 133,223Taman Meru Utama, Mukim Kapar, Accommodation feet/1,10041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

28) 65, Jalan Sesenduk 6, GM 7310, Lot No. 43352, 19/07/2005 (A) 6 Freehold Terrace house/ 1,300 square 133,223Taman Meru Utama, Mukim Kapar, Accommodation feet/1,10041050 Klang, Selangor. District of Klang, for staff square feet

State of Selangor.

29) Lot 4947, Jalan Teratai, GM 5101, Lot No. 4947 23/11/2004 (A) 6 Freehold Factory / Gloves 3 acres / 7,818,122Batu 51/2 Off Jalan Meru, Mukim of Kapar, manufacturing 58,24041050 Klang, Selangor. District of Klang, square feet

State of Selangor.

30) 1,3,5 & 7, Jalan Abadi HS(M) 10598 - 10601 29/04/2006 (A) 5 Freehold Terrace house/ 70,995 6,196,4571A/KU8, (PT No. 49525 - 49528) Accommodation square feet

for staff1 – 8, HS(M) 10605,- 28476Jalan Abadi 1B/KU8, (PT No. 40356 - 40363)

1,3,5 & 7, Jalan Abadi HS(M) 28477 - 28480 &1C/KU8, 28484 (PT No. 40367 -

40370 & , 40374)

60, 62, 64, 66, 67, 69, HS(M) 28481 - 28483 &71, 73, 75 & 77, 28486 - 28491 Jalan Abadi 4/KU8, (PT No. 40371 -

40373 & 40376 - 40381)

49, 51, 53, 55, 57, 59, 62, HS(M) 28492 - 64, 66, 68, 70 & 72, 28497 & 28499 - Jalan Abadi 5/KU8 28504 (PT No. 40382 -

40387 & 40389 - 40394)

46, 48, 50, 52, 54 & 56, HS(M) 28505 - 28510Jalan Abadi 6/KU8, (PT No. 40395Taman Daya Maju, - 40400),41050 Klang, Selangor. Mukim Kapar,

District of Klang.State of Selangor.

31) 41, Jalan Abadi 3, HS (M) 18218, PT 24467, 02/12/2005 (A) 5 Freehold Terrace house/ 1,098 109,202Taman Daya Meru, Mukim Kapar, Accommodation square feet41050 Klang, Selangor. District of Klang for staff

State of Selangor.

32) 25, Jalan Sesenduk 20, GM 7799, Lot 37308, 31/07/2010 (A) 1 Freehold Terrace house/ 121 157,690Taman Meru Jaya, Mukim of Kapar Accommodation square meter41050 Klang, Selangor. District of Klang for staff

State of Selangor.

33) 7, Lorong Abadi 2, GM 16575, Lot 31111, 04/12/2009 (A) 2 Freehold Terrace house/ 111 117,960Batu 5 1/2, Batu 6, Jalan Sungai Accommodation square meterOff Jalan Meru, Binjai, Mukim of Kapar for staffTaman Daya Meru, District of Klang41050 Klang, Selangor. State of Selangor.

34) 20, Jalan Sesenduk 19, GM 7804, Lot 37313, 08/02/2010 (A) 1 Freehold Terrace house/ 111 155,172Taman Meru Jaya, Batu 6 1/2, Jalan Sungai Accommodation square meter41050 Klang, Selangor. Binjai, Mukim of Kapar, for staff

District of Klang,State of Selangor.

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LIST OF PROPERTIES(cont’d)

AUDITED NETDATE OF AGE OF LAND AREA / BOOK VALUE AS

PARTICULARS OF ACQUISITION (A) / BUILDING TENURE DESCRIPTION / BUILD-UP AT 31.08.2011PROPERTY REVALUATION (R) (YEARS) EXISTING USE AREA (RM)

35) 31, Jalan Mempari 12, GM 14268 Lot 38295 & 11/03/2010 (A) 1 Freehold Terrace house/ 121 113,201Taman Bayu, Batu 5, HS (M) 15348 PT Accommodation square meterJalan Meru, No. 8466, Batu 6, for staff41050 Klang, Selangor. Jalan Sungai Binjai,

Mukim of Kapar,District of Klang,State of Selangor.

36) 8, 10, 12, 14, 16, 18, GM 7790,7789,7788, 05/02/2010 (A) 1 Freehold Terrace house/ 190 4,400,06020, 22, 24, 26, 28, 30, 7787,7786,7785, Accommodation square meter32, 34, 36, 40, 42, 44 & 7784,7783,7782,7781, For staff unit46, Jalan Sesenduk 21, 7780,7779,7778,Taman Meru Jaya, 41050 7777,7776,7774,Klang, Selangor. 7773,7772,7771

Lot: 37299,37298,37297, 37296,37295,37294,37293,37292,37291,37290,37289,37288,37287,37286,37285,37283,37282,37281,37280,Mukim of Kapar,District of Klang,State of Selangor.

37) 47, Jalan Sesenduk 7, GM 7295 Lot 43337, 13/08/2010 (A) 1 Freehold Terrace house/ 121 163,956Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for workers

State of Selangor.

38) 46, Jalan Sesenduk 7, GM 12533 Lot 33910, 31/07/2010 (A) 1 Freehold Terrace house/ 121 153,698Taman Meru Utama, Mukim of Kapar, Accommodation square meterOff Jalan Meru District of Klang, for workers41050 Klang, Selangor. State of Selangor.

39) No.1, 2, Jln Sesenduk 3A, GM 15282,15278, 27/05/2010 (A) 1 Freehold Terrace house/ 1,305 1,342,284No.1, 2, Jln Sesenduk 3B, 15274,15270,15266 Accommodation square meterNo.1, Jln Sesenduk 3C, Lot 45058,45054,45050, for workersTaman Meru Utama 5, 45046,4504241050 Klang, Selangor. Mukim of Kapar,

Tempat Batu 51/2,Jln Sg Binjai,District of Klang,State of Selangor.

40) No. 69 Jln Sesenduk 6, GM 7312,7300,7331 25/01/2010 (A) 1 Freehold Terrace house/ 133 square meter 505,596No. 57 Jln Sesenduk 7 & Lot 43354,43342,43376 Accommodation 193 square meterNo. 59 Jln Sesenduk, Tmn Mukim of Kapar, for workers 133 square meterMeru Utama, 41050 Tempat Batu 5,Klang, Selangor. Jln Sg Binjai,

District of Klang,State of Selangor.

41) No. 7, 9, 11, 17, 19 & 21, GM 15248, 15247, 21/04/2010 (A) 1 Freehold Terrace house/ No.7-21 : 1,157,139Jln Sesenduk 3, 15246, 15244, 15243, Accommodation 110 square meterNo. 5 Jln Sesenduk 3B 15242, 15272, 15265 for workers No. 3 & 5 : & No. 3 Jln Sesenduk 3C, Lot 45024, 45023, 127 suare meterTmn Meru Utama 55, 45022, 45020, 45019, 41050 Klang, Selangor. 45018, 45048, 45041

Mukim of Kapar,Tempat Batu 5,Jln Sg Binjai, District of Klang,State of Selangor.

42) Lot 4991, Jalan Bunga GM 1617, Lot 4991, 19/10/2004 (A) N/A Freehold Vacant 4.3 acres 3,066,365Raya, Batu 5 1/2 Off Jalan Mukim of Kapar,Meru, 41050 Klang, District of Klang,Selangor. State of Selangor.

43) Lot 4908, Jalan Teratai, EMR No. 6605, 08/07/1997 (A) 7 Freehold Hostel/ 3 acres / 2,212,687Batu 5 1/2 Off Jalan Meru, Lot No 4908, Accommodation 54,14041050 Klang, Selangor. Mukim of Kapar, for workers square feet

District of Klang,State of Selangor.

44) Lot 4988 GM 1584, Lot 4988 10/10/2005 (A) 1 Freehold Factory / Glove 3 acres 8,432,437Mukim Kapar, Mukim Kapar, manufacturingKlang, Selangor. District of Klang,

State of Selangor.

45) Lot 4989 GM 703, Lot 4989, 10/10/2005 (A) 1 Freehold Factory / Glove 3 acres 10,342,021Mukim Kapar, Mukim Kapar, manufacturing 5 poleKlang, Selangor. District of Klang,

State of Selangor.

46) Lot 4986, Batu 5, GM 1102, Lot 4986, 24/02/06 (A) N/A Freehold Vacant 3 acres 2,485,371Jalan Sungai Binjai, Mukim Kapar,Mukim Kapar, Klang, District of Klang,Selangor. Selangor.

47) Lot 4987, Batu 5, GM 2619, Lot 4987, 24/05/06 (A) 3 Freehold Factory / Glove 3 acres 8,192,598Jalan Teratai, Mukim Kapar, manufacturingMukim Kapar, Klang, District of Klang,Selangor. State of Selangor.

48) Lot 4990, Jalan Bunga GM 5116, Lot No. 4990 05/03/07 (A) 1 Freehold Factory / Glove 3 acres 10,639,560Raya, Batu 5 1/2 Off Jalan Mukim Kapar, manufacturingMeru,41050 Klang, District of Klang,Selangor. State of Selangor

Annual Report 2011 125

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LIST OF PROPERTIES(cont’d)

AUDITED NETDATE OF AGE OF LAND AREA / BOOK VALUE AS

PARTICULARS OF ACQUISITION (A) / BUILDING TENURE DESCRIPTION / BUILD-UP AT 31.08.2011PROPERTY REVALUATION (R) (YEARS) EXISTING USE AREA (RM)

49) Lot 4946, Jalan Teratai, GM 2574, Lot No. 4946 14/01/08 (A) N/A Freehold Vacant 3 acres 2,689,020Batu 5 1/2 Off Jalan Meru, Mukim of Kapar,41050 Klang, Selangor. District of Klang,

State of Selangor.

50) Lot 4949, Jalan Teratai, GM 1728, Lot No. 4949 18/01/08 (A) N/A Freehold Vacant 3 acres 2,785,208Batu 5 1/2 Off Jalan Meru, Mukim of Kapar,41050 Klang, Selangor. District of Klang,

State of Selangor.

51) Lot 4961, Tempat Batu 5, GM 525, Lot No. 4961 17/09/08 (A) N/A Freehold Vacant 3 acres 2,794,875Jalan Binjai, 41050 Klang, Mukim of Kapar,Selangor. District of Klang,

State of Selangor.

52) Lot 4962, Tempat Batu 5, GM 5100, Lot No. 4962 05/09/08 (A) N/A Freehold Vacant 3 acres 2,580,604Jalan Binjai,, 41050 Klang, Mukim of Kapar,Selangor. District of Klang,

State of Selangor.

53) Lot 5094, GM 4326, Lot No. 5094 03/10/08 (A) N/A Freehold Vacant 3 acres 2,413,906Tempat Batu 4 1/2, Mukim of Kapar, 5 poleJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

54) Lot 5977 & 5975, GM 4436 & 4437, 03/10/08 (A) N/A Freehold Vacant 1.794 & 1,584,058Tempat Batu 4 1/2, Lot 5977 & 5975 0.068Jalan Sungai Binjai, Mukim of Kapar, acres41050 Klang, Selangor. District of Klang,

State of Selangor.

55) Lot 4941, GM 2082, Lot 4941 01/06/09 (A) N/A Freehold Vacant 3 acres 1,698,040Tempat Batu 6, Mukim of Kapar,Jalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

56) Lot 5139, GM 5863, Lot 5139 07/09/2009 (A) N/A Freehold Vacant 4 acres 3,504,580Tempat Batu 6, Mukim of Kapar, 2 roodJalan Sungai Binjai, District of Klang, 25 pole41050 Klang, Selangor. State of Selangor.

57) Lot 5140, GM 1657, Lot 5140 30/11/2009 (A) N/A Freehold Vacant 4 acres 3,599,000Tempat Batu 6, Mukim of Kapar, 3 roodJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

58) Lot 4985, GM 2321, Lot 4985 18/06/2010 (A) N/A Freehold Vacant 3 acres 3,348,840Tempat Batu 5, Mukim of Kapar,Jalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

59) Lot 5060, GM 5108, Lot 5060 01/09/2010 (A) N/A Freehold Vacant 1.2141 3,359,010Tempat Batu 5, Mukim of Kapar, hectaresJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

60) Lot 5061, GM 5105, Lot 5061 01/09/2010 (A) N/A Freehold Vacant 1.2141 3,359,010Tempat Batu 5, Mukim of Kapar, hectaresJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

61) Lot 4956, GM 2580, Lot 4956 19/11/2010 (A) N/A Freehold Vacant 1.2141 2,217,602Tempat Batu 6, Mukim of Kapar, hectaresJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

62) Lot 5013, GM 153, Lot 5013 15/07/2011 (A) N/A Freehold Vacant 1.2141 3,359,010Tempat Batu 5, Mukim of Kapar, hectaresJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

63) Lot 5062, GM 5592, Lot 5062 30/09/2010 (A) N/A Freehold Vacant 1.2141 3,599,002Tempat Batu 5, Mukim of Kapar, hectaresJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

64) Lot 5991, GM 5591, Lot 5991 30/09/2010 (A) N/A Freehold Vacant 1.1331 3,127,361Tempat Batu 4 1/2 , Mukim of Kapar, hectaresJalan Sungai Binjai, District of Klang,41050 Klang, Selangor. State of Selangor.

65) HSD129441, PT 62956 HSD129441, PT 62956 28/02/2011 (A) N/A Freehold Vacant 131,730 14,018,074Jalan Bukit Kapar, Mukim of Kapar, square meter41050 Klang, Selangor. District of Klang,

State of Selangor.

66) 6, Jalan Sesenduk 3A, GM 15276, Lot 45052 01/09/2010 (A) 1 Freehold Terrace house/ 127 171,244Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

67) 22, Jalan Sesenduk 19, GM 7805, Lot 37314 03/09/2010 (A) 1 Freehold Terrace house/ 111 144,209Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

68) 55, Jalan Sesenduk 7, GM 7299, Lot 43341 29/10/2010 (A) 1 Freehold Terrace house/ 121 164,514Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

69) 15, Jalan Abadi, 10B/KU8, GM 8996, Lot 48112 30/10/2010 (A) 1 Freehold Terrace house/ 109 149,469Taman Daya Maju, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

Top Glove Corporation Berhad126

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LIST OF PROPERTIES(cont’d)

AUDITED NETDATE OF AGE OF LAND AREA / BOOK VALUE AS

PARTICULARS OF ACQUISITION (A) / BUILDING TENURE DESCRIPTION / BUILD-UP AT 31.08.2011PROPERTY REVALUATION (R) (YEARS) EXISTING USE AREA (RM)

70) 22, Jalan Mempari 3, GM 13069, 19/11/2010 (A) 1 Freehold Terrace house/ 100 144,697Taman Bayu, Lot 342, Sek 1, Accommodation square meter41050 Klang, Selangor. Mukim of Kapar, for staff

District of Klang,State of Selangor.

71) 16, Jalan Sesenduk 4, GM 12550, 19/11/2010 (A) 1 Freehold Terrace house/ 190 156,753Taman Meru Utama, Lot 33929 Accommodation square meter41050 Klang, Selangor. Mukim of Kapar, for staff

District of Klang,State of Selangor.

72) 24, Jalan Mempari 3, GM 13394, 19/11/2010 (A) 1 Freehold Terrace house/ 100 144,697Taman Bayu, 41050 Lot 343, Sek 1, Accommodation square meterKlang, Selangor. Mukim of Kapar, for staff

District of Klang,State of Selangor.

73) 25, Jalan Mempari 9, GM 13014, 15/12/2010 (A) 1 Freehold Terrace house/ 109 144,941Taman Bayu, 41050 Lot 307, Sek 1, Accommodation square meterKlang, Selangor. Mukim of Kapar, for staff

District of Klang,State of Selangor.

74) 22, Jalan Sesenduk 4, GM 13456, Lot 33926 30/12/2010 (A) 1 Freehold Terrace house/ 190 145,435Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

75) 26, Jalan Mempari 1, GM 8479, 31/12/2010 (A) 1 Freehold Terrace house/ 121 109,717Taman Bayu, 41050 Lot 38225, Sek 1, Accommodation square meterKlang, Selangor. Mukim of Kapar, for staff

District of Klang,State of Selangor.

76) 22, Jalan Sesenduk 4, GM 12551, Lot 33930 06/01/2011 (A) 1 Freehold Terrace house/ 190 157,283Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

77) 30, Jalan Abadi 5, Lot 31191 12/05/2011 (A) 1 Freehold Terrace house/ 82 120,793Taman Daya Maju, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

78) 20, Jalan Sesenduk 4, HSM 17925 PT 24051 21/07/2011 (A) 1 Freehold Terrace house/ 190 140,166Taman Meru Utama, Mukim of Kapar, Accommodation square meter41050 Klang, Selangor. District of Klang, for staff

State of Selangor.

B) TG Medical Sdn Bhd1) Lot 5091, Jalan Teratai, EMR 6510, 25/10/95 (A) 13 Freehold Factory / Glove 3 acres/ 5,617,842

Batu 5, Off Jalan Meru, Lot No 5091, manufacturing 68,49041050 Klang, Selangor. Mukim of Kapar, square feet

District of Klang,State of Selangor.

2) 19, Jalan Mempari 11, HS (M) 15241, 8/5/98 (A) 13 Freehold Terrace house/ 1,300 square 96,849Batu 5 1/2 Jalan Meru, PT No 8352, Accommodation feet/ 1,100Klang, Selangor. HS (M) 15325, for staff square feet

PT No 8442,Mukim of Kapar,State of Selangor.

3) Lot 5972 & 5974, EMR 8769, 1/7/99 (A) 10 Freehold Factory / Glove Approx. 3,733,495Jalan Teratai, Batu 5, Lot 5972 & 5974, manufacturing 1.7935 acres/Jalan Meru, 41050 Klang, Mukim of Kapar, 47,200Selangor. State of Selangor. square feet

4) Lot 5104, Jalan Teratai, GM 5064, 29/03/04 (A) 5 Freehold Factory / Glove 3 acres / 6,940,873Batu 5, Off Jalan Meru, Lot No. 5104, manufacturing 54,60041050 Klang, Selangor. Mukim of Kapar, square feet

District of Klang,State of Selangor

5) No.1,3,5,7,9 & 11,Jalan Abadi 10D/KU8,Taman Daya Maju,Meru,41050 Klang,Selangor.

No.1,2,3,4,5,6,7,8,9,10,11 & 12 , Jalan Abadi 10C/KU8, HS (M)33205 - 12/07/2007 4 Freehold Terrace house/ Approx. 6,747,650Taman Daya Maju, HS (M)33252 Accommodation 108.85Meru,41050 Klang, PT NO. 50423 - for staff square meterSelangor. PT NO.50470 per house

No.1,2,3,4,5,6,7,8,9, Mukim of Kapar,10,11 & 12, Daerah Klang,Jalan Abadi 10A/KU8, State of Selangor.Taman Daya Maju, Meru, 41050 Klang,Selangor.

No. 85,87,89,91, 93 & 95,Jalan Abadi 1/KU8,Taman Daya Maju, Meru,41050 Klang, Selangor.

Annual Report 2011 127

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AUDITED NETDATE OF AGE OF LAND AREA / BOOK VALUE AS

PARTICULARS OF ACQUISITION (A) / BUILDING TENURE DESCRIPTION / BUILD-UP AT 31.08.2011PROPERTY REVALUATION (R) (YEARS) EXISTING USE AREA (RM)

C) Top Glove EngineeringSdn Bhd

1) Lot 5987, Jalan Teratai, Lot 213, 214, 215, 25/4/11 (A) N/A Freehold Land 10.2 acres/ 2,598,261Batu 5, Off Jalan Meru, GRN 285705, 44,52341050 Klang, Pekan Bukit Changgang, square feetSelangor. Daerah Kuala Langat,

State of Selangor.

D) Top Glove Medical(Thailand) Co Ltd

1) 188, Moo 5, Nor Sor 3 Kor 5/10/01 (A) 9 Freehold Factory & Approx. RM14,388,097Karnchanawanich Road No. 2655, Tambon Office 16.06 acresTambon Sumnukgarm Sumnukgarm Building (Thai BahtSadao, Songkhla 90320 Ampur Sadao 145,151,443)Thailand. Songkhla,

Thailand.

E) Top Glove (ZhangJiaGang) Co. Ltd.

1) 53, Zhenbei Road No. 21-7-14, 10/09/02 (A) 9 Leasehold Factory & Office Approx. RM12,196,466Xizhang Street, Zhangjiagang City, (Expiring on Building 60,121.8Fenghuang Town Xizhang Town, 01.06.2052) sq meter/ (RMBZhangJiaGang, West Road, 21,703 26,116,293)215614 Jiang Su Southern Side, China. sq meterChina.

F) TG Medical (U.S.A) INC.,1) 165-167 North Aspan Ssessor’s ID #8615 31/03/05 (A) 6 Freehold Warehouse & Approx. RM7,072,285

Avenue, Azusa, 018 010 05 000 Office Building 47,896 sq feet/CA 91702 USA. 25,878 sq feet (USD2,364,522)

G) Top Glove Technology(Thailand) Co. Ltd.

1) 188, Moo 5, Nor Sor 3 Kor 23/02/06 (A) 5 Freehold Factory & Office Approx. RM15,295,625Karnchanawanich Road No. 3275,3277,6010, Building 40.4 acresTambon Sumnukgarm Tambon Pangla (Thai BahtSadao, Songkhla 90320 Ampur Sadao 154,306,858)Thailand. Songkhla, Thailand.

H) Great Glove Xin Hua Co.Ltd.

1) South Wei Wu Lu, South Wei Wu Lu, 13/10/05 (A) 6 Leasehold Factory & Office 112,234.8 RM15,661,227Xinghua Economic Zhao Yang Zheng, (Expiring on building, square meterDevelopment Region, Xinghua City, China. Oct 2056) Industrial (RMB Xinghua City, usage. 33,535,383)Jiangsu Province, China.

I) B Tech Industry Co. Ltd.1) 268 M.5 T.Kampangphet 1. Nor Sor 3 Kor No. 2361 01/08/06 (A) 8 Freehold Factory & Office Approx.

A.Rattaphum,Songkhla 2. Nor Sor 4 Jor No.5943 Building 482,04890180 3. Nor Sor 4 Jor No.5944 square feet RM5,236,409

4. Nor Sor 4 Jor No.59475. Nor Sor 4 Jor No.5948 (Thai Baht6. Nor Sor 4 Jor No.5949 21/08/09 (A) 8 Freehold Waste Approx. 52,826,460)7. Nor Sor 4 Jor No.5950 water pond. 18.60 acres8. Nor Sor 4 Jor No.5951

J) Flexitech Sdn Bhd1) Lot 127, Jalan 6, HS(M) 5735, PT4065, 15/09/05 (A) 6 Leasehold Workers Approx. 3,988,518

Komplek Olak Lempit, Komplek Perabot Olak (Expiring on Hostel 11,735.87Mukim Tanjung 12, 42700 Lempit, Mukim Tanjung 26 Sep square meterBanting, Selangor. Dua Belas, Daerah 2087)

Kuala Langat, Selangor.

2) Lot 128, Jalan 8, HS(M) 5719, PT4049, 02/08/05 (A) 6 Leasehold Store Approx. 3,240,778Komplek Olak Lempit, Komplek Perabot Olak (Expiring on 11,735.87Mukim Tanjung 12, 42700 Lempit, Mukim Tanjung 26 Sep square meterBanting, Selangor. Dua Belas, Daerah 2087)

Kuala Langat, Selangor.

3) Lot 124, Jalan 8, HS(M) 5721, PT4051, 30/06/2008 (A) 3 Leasehold Production & Approx. 5,759,369Komplek Olak Lempit, Komplek Perabot Olak (Expiring on Office Lot 12,140.56Mukim Tanjung 12, 42700 Lempit, Mukim Tanjung 26 Sep square meterBanting, Selangor. Dua Belas, Daerah 2087)

Kuala Langat, Selangor.

4) Lot 126, Jalan 8, HS(M) 5720, PT4050, 30/06/2008 (A) 3 Leasehold Production & Approx. 5,759,370Komplek Olak Lempit, Komplek Perabot Olak (Expiring on Office Lot 12,140.56Mukim Tanjung 12, Lempit, Mukim Tanjung 26 Sep square meter42700 Banting, Dua Belas, Daerah 2087)Selangor. Kuala Langat, Selangor.

LIST OF PROPERTIES(cont’d)

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ANALYSIS OF SHAREHOLDINGSas at 25 October 2011

Authorised Share Capital : RM400,000,000.00Issued and Fully Paid-Up Capital : RM309,256,481.00Class of Shares : Ordinary Shares of RM0.50 eachVoting Rights : One vote per ordinary share

1. DISTRIBUTION OF SHAREHOLDERS

Size of Holdings No. of Holders % No. of Shares %

1 - 99 69 0.79 2,273 0.00100 - 1,000 2,962 33.75 2,435,108 0.391,001 - 10,000 4,704 53.60 18,027,623 2.9110,001 - 100,000 827 9.42 22,815,374 3.69100,001 - 30,925,647 (less than 5% of Issued Shares) 211 2.40 367,681,346 59.4530,925,648 (5% of Issued Shares) and above 3 0.03 207,551,238 33.56

8,776 100.00 618,512,962 100.00

2. LIST OF SUBSTANTIAL SHAREHOLDERS

The Substantial Shareholders of Top Glove Corporation Berhad ("Top Glove") based on the Register of SubstantialShareholders of the Company and their respective shareholdings are as follows:-

No. of Ordinary Shares HeldNo. Substantial Shareholders Direct % Indirect %

1. Tan Sri Dato Sri Lim, Wee-Chai 179,061,138 28.95 57,208,004 9.252. Puan Sri Tong Siew Bee 9,195,748 1.49 227,073,394 36.713. Lim Hooi Sin 10,908,462 1.76 225,360,680 36.444. Lim Quee Choo 4,950,000 0.80 231,319,142 37.405. Top Glove Holding Sdn. Bhd. 32,153,794 5.20 - -6. Kumpulan Wang Persaraan 31,155,700 5.04 - -

(Diperbadankan)7. Matthews International Capital 32,080,320 5.19 - -

Management, LLC

Note :

* Deemed interested through Puan Sri Tong Siew Bee, Mr. Lim Hooi Sin, Ms. Lim Quee Choo and Top GloveHolding Sdn Bhd's direct interest in Top Glove.

** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Mr. Lim Hooi Sin, Ms. Lim Quee Choo and TopGlove Holding Sdn Bhd's direct interest in Top Glove.

*** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Puan Sri Tong Siew Bee, Ms. Lim Quee Choo andTop Glove Holding Sdn Bhd's direct interest in Top Glove.

**** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Puan Sri Tong Siew Bee, Mr. Lim Hooi Sin and TopGlove Holding Sdn Bhd's direct interest in Top Glove.

**********

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3. DIRECTORS' SHAREHOLDINGS

The Directors' Shareholdings of Top Glove based on the Register of Directors' Shareholdings are as follows:-

No. of Ordinary Shares HeldNo. Directors Direct % Indirect %

1. Tan Sri Dato Sri Lim, Wee-Chai 179,061,138 28.95 57,208,004 9.252. Tan Sri Dato' Seri Arshad Bin Ayub 1,400,000 0.23 - -3. Tan Sri Dato' Dr. Lin See Yan - - - -4. Lee Kim Meow 1,001,600 0.16 10,000 0.005. Puan Sri Tong Siew Bee 9,195,748 1.49 227,073,394 36.716. Lim Hooi Sin 10,908,462 1.76 225,360,680 36.447. Lim Cheong Guan 80,000 0.01 - -8. Sekarajasekaran a/l Arasaratnam 12,571,718 2.03 - -9. Lim Han Boon - - - -

Note :

* Deemed interested through Puan Sri Tong Siew Bee, Mr. Lim Hooi Sin, Ms. Lim Quee Choo and Top GloveHolding Sdn Bhd's direct interest in Top Glove.

** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Mr. Lim Hooi Sin, Ms. Lim Quee Choo and TopGlove Holding Sdn Bhd's direct interest in Top Glove.

*** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Puan Sri Tong Siew Bee, Ms. Lim Quee Choo andTop Glove Holding Sdn Bhd's direct interest in Top Glove.

**** Deemed interested through Madam Chung Lee Moy.

Share Options Held under the Employees’ Share Option Scheme of the Company

No. of Options HeldNo. Directors Direct Indirect

1. Tan Sri Dato Sri Lim, Wee-Chai 420,000 365,6002. Tan Sri Dato' Seri Arshad Bin Ayub - -3. Tan Sri Dato' Dr. Lin See Yan - -4. Lee Kim Meow 252,000 -5. Puan Sri Tong Siew Bee 192,000 593,6006. Lim Hooi Sin 94,400 691,2007. Lim Cheong Guan 234,000 -8. Sekarajasekaran a/l Arasaratnam - -9. Lim Han Boon - -

Note :

* Deemed interested through Puan Sri Tong Siew Bee, Mr. Lim Hooi Sin and Ms. Lim Quee Choo's options inTop Glove.

** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Mr. Lim Hooi Sin and Ms. Lim Quee Choo's optionsin Top Glove.

*** Deemed interested through Tan Sri Dato Sri Lim, Wee-Chai, Puan Sri Tong Siew Bee and Ms. Lim Quee Choo'soptions in Top Glove.

ANALYSIS OF SHAREHOLDINGSas at 25 October 2011 (cont’d)

*

*********

*

*****

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ANALYSIS OF SHAREHOLDINGSas at 25 October 2011 (cont’d)

4. LIST OF THIRTY LARGEST SECURITIES ACCOUNTS HOLDERS

No. Names Shareholdings %

1 Tan Sri Dato Sri Lim, Wee-Chai 121,984,894 19.72

2 Tan Sri Dato Sri Lim, Wee-Chai 54,410,644 8.80

3 Kumpulan Wang Persaraan (Diperbadankan) 31,155,700 5.04

4 HSBC Nominees (Asing) Sdn. Bhd. 25,175,960 4.07- BBH and Co Boston for Matthews Pacific Tiger Fund

5 MFP Capital Corporation 22,223,916 3.59

6 Citigroup Nominees (Tempatan) Sdn. Bhd. 18,698,273 3.02- Employees Provident Fund Board

7 HSBC Nominees (Asing) Sdn. Bhd. 16,323,800 2.64- TNTC for Saudi Arabian Monetary Agency

8 Top Glove Holding Sdn. Bhd. 15,400,000 2.49

9 HSBC Nominees (Asing) Sdn. Bhd. 11,116,460 1.80- Exempt An for JPMorgan Chase Bank, National Association (U.S.A.)

10 Cartaban Nominees (Asing) Sdn. Bhd. 9,443,300 1.53- SSBT Fund HG22 for Smallcap World Fund, Inc

11 HSBC Nominees (Asing) Sdn. Bhd. 8,258,000 1.34- Exempt An for The HongKong and Shanghai Banking Corporation Limited

12 Top Glove Holding Sdn. Bhd. 7,883,232 1.27

13 HSBC Nominees (Asing) Sdn. Bhd. 7,000,000 1.13- BNY Lux for Invesco Funds

14 HSBC Nominees (Asing) Sdn. Bhd. 6,520,234 1.05- TNTC for Overstone Fund Public Limited Company

15 Citigroup Nominees (Tempatan) Sdn. Bhd. 6,157,200 1.00- Exempt An For American International Assurance Berhad

16 HSBC Nominees (Asing) Sdn. Bhd. 5,992,295 0.97- TNTC for Somerset Emerging Markets Small Cap Fund LLC

17 Citigroup Nominees (Tempatan) Sdn. Bhd. 5,915,700 0.96- CBHK for Kuwait Investment Authority (Fund 208)

18 Puan Sri Tong Siew Bee 5,847,010 0.95

19 Top Glove Holding Sdn. Bhd. 5,812,962 0.94

20 HSBC Nominees (Asing) Sdn. Bhd. 5,784,800 0.94- Best Investment Corporation

21 Lim Hooi Sin 5,608,832 0.91

22 HSBC Nominees (Asing) Sdn. Bhd. 5,515,200 0.89- Exempt An for J.P. Morgan Bank Luxembourg S.A.

23 Mayban Nominees (Tempatan) Sdn. Bhd. 5,496,900 0.89- Mayban Trustees Berhad for Public Ittikal Fund

24 Lim Hooi Sin 5,144,730 0.83

25 HSBC Nominees (Asing) Sdn. Bhd. 5,144,600 0.83- Exempt An for JPMorgan Chase Bank, National Association (JPMEM IT)

26 HSBC Nominees (Asing) Sdn. Bhd. 4,891,400 0.79- BBH and Co Boston for Matthews Asia Pacific Equity Income Fund

27 Amanahraya Trustees Berhad 4,780,000 0.77- Public Islamic Dividend Fund

28 HSBC Nominees (Asing) Sdn. Bhd. 4,717,672 0.76- Exempt An for JPMorgan Chase Bank, National Association (Australia)

29 Mayban Nominees (Tempatan) Sdn. Bhd. 4,525,760 0.73- Mayban Trustees Berhad for Public Regular Savings Fund

30 Sekarajasekaran A/L Arasaratnam 4,365,318 0.71

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirteenth Annual General Meeting of the Company will be held at Sime DarbyConvention Centre, Ballroom 1 (First Floor) of 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Wilayah Persekutuan on Tuesday,10 January 2012 at 11:30 a.m. for the following purposes:-

AGENDA

1. To receive the Audited Financial Statements for the financial year ended 31 August 2011 togetherwith the Reports of the Directors and the Auditors thereon.

2. To approve the declaration of a Single Tier Final Dividend of 12% (net 6 sen per share) for the financialyear ended 31 August 2011.

3. To approve the payment of Directors’ Fees for the financial year ended 31 August 2011.

4. To re-elect the following Directors who retire pursuant to Article 94 of the Company’s Articles ofAssociation and being eligible, have offered themselves for re-election:-

(a) Puan Sri Tong Siew Bee(b) Mr. Lee Kim Meow(c) Mr. Lim Cheong Guan

5. To re-elect Mr. Lim Han Boon who retire pursuant to Article 100 of the Company’s Articles ofAssociation and being eligible, has offered himself for re-election.

6. To pass the following resolution:-

“That the following Directors who have attained the age of over seventy (70) years, be and are herebyre-appointed as Directors of the Company and to hold office until the conclusion of the next AnnualGeneral Meeting:-

(a) Tan Sri Dato’ Seri Arshad Bin Ayub(b) Mr. Sekarajasekaran A/L Arasaratnam(c) Tan Sri Dato’ Dr. Lin See Yan”

7. To re-appoint Messrs. Ernst & Young as Auditors of the Company until the conclusion of the nextAnnual General Meeting and to authorize the Directors to fix their remuneration.

8. As Special Business

To consider and, if thought fit, with or without any modification, to pass the following resolutionswhich will be proposed as Ordinary Resolutions:-

(a) Ordinary Resolution No. 1- Authority To Issue Shares Pursuant To Section 132D Of The Companies Act, 1965

“THAT subject to Section 132D of the Companies Act, 1965 and approvals of the relevantgovernmental/regulatory authorities, the Directors be and are hereby empowered to issue andallot shares in the Company, at any time to such persons and upon such terms and conditionsand for such purposes as the Directors may, in their absolute discretion, deem fit, provided thatthe aggregate number of shares issued pursuant to this resolution does not exceed ten percentum (10%) of the issued and paid-up share capital of the Company for the time being andthe Directors be and are also empowered to obtain the approval for the listing of and quotationfor the additional shares so issued on Bursa Malaysia Securities Berhad; AND THAT suchauthority shall commence immediately upon the passing of this resolution and continue to bein force until the conclusion of the next Annual General Meeting of the Company.”

(b) Ordinary Resolution No. 2- Proposed Renewal of Authority For Share Buy-Back

“THAT subject to the Companies Act, 1965, the Company’s Memorandum and Articles ofAssociation, Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market ListingRequirements and the approvals of all relevant governmental and/or regulatory authority (if any),the Company be and is hereby authorised to purchase such amount of ordinary shares of

(Resolution 1)

(Resolution 2)

(Resolution 3)(Resolution 4)(Resolution 5)

(Resolution 6)

(Resolution 7)(Resolution 8)(Resolution 9)

(Resolution 10)

(Resolution 11)

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NOTICE OF ANNUAL GENERAL MEETING(cont’d)

RM0.50 each in the Company (“Proposed Share Buy-Back”) as may be determined by theBoard from time to time through Bursa Securities upon such terms and conditions as the Boardmay deem fit and expedient in the interest of the Company provided that the aggregate numberof shares purchased pursuant to this resolution shall not exceed ten per centum (10%) of thetotal issued and paid-up share capital of the Company;

AND THAT the maximum amount of funds to be utilised for the purpose of the Proposed ShareBuy-Back shall not exceed the Company’s aggregate retained profits or share premiumaccount;

AND THAT at the discretion of the Board, the shares of the Company to be purchased areproposed to be cancelled and/or retained as treasury shares and/or distributed as dividendsand/or resold on Bursa Securities;

AND THAT such authority shall commence immediately upon passing of this resolution until:-

(i) the conclusion of the next Annual General Meeting of the Company following the GeneralMeeting at which such resolution was passed at which time it will lapse unless by ordinaryresolution passed at that Meeting, the authority is renewed, either unconditionally orsubject to conditions;

(ii) the expiration of the period within which the next Annual General Meeting after that dateis required by law to be held; or

(iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of theCompany in General Meeting,

whichever is the earlier;

AND THAT the Board be and is hereby authorised to take such steps to give full effect to theProposed Share Buy-Back with full power to assent to any conditions, modifications, variationsand/or amendments as may be imposed by the relevant authorities and/or to do all such actsand things as the Board may deem fit and expedient in the best interest of the Company.”

(c) Ordinary Resolution No. 3- Proposed Amendments to the Bye-Laws of the Employees Share Option Scheme

(ESOS)

“That, approval be and is hereby given to the Directors of the Company to adopt the proposedamendments to the Bye-Laws governing and constituting the Existing ESOS as set in Section1 of the Company’s Circular to Shareholders dated 16 November 2011 with immediate effectfrom the date of this resolution.”

9. To transact any other ordinary business for which due notice shall have been given.

NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN THAT a Single Tier Final Dividend of 12% (net 6 sen per share) inrespect of the financial year ended 31 August 2011 will be payable on 19 January 2012 to depositors whoare registered in the Record of Depositors at the close of business on 11 January 2012, if approved bymembers at the forthcoming Thirteenth Annual General Meeting on 10 January 2012.

A Depositor shall qualify for entitlement only in respect of:-

(a) Shares transferred into the Depositor’s Securities Account before 4:00 p.m. on 11 January 2012 inrespect of ordinary transfers; and

(b) Shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basisaccording to the Rules of Bursa Securities.

By Order of the Board

CHUA SIEW CHUAN CHIN MUN YEE NGIAN YOKE FUNG(MAICSA 0777689) (MAICSA 7019243) (MAICSA 7049093)Company Secretary Company Secretary Company Secretary

Subang Jaya16 November 2011

(Resolution 12)

(Resolution 13)

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NOTICE OF ANNUAL GENERAL MEETING(cont’d)

Explanatory Note to Special Business:

1. Authority pursuant to Section 132D of the Companies Act, 1965.

Ordinary Resolution No. 1 is proposed for the purpose of granting a renewed general mandate (“General Mandate”) andempowering the Directors of the Company, pursuant to Section 132D of the Companies Act, 1965, to issue and allot newshares in the Company from time to time provided that the aggregate number of shares issued pursuant to the GeneralMandate does not exceed 10% of the issued and paid-up share capital of the Company for the time being. The GeneralMandate, unless revoked or varied by the Company in General Meeting, will expire at the conclusion of the next AnnualGeneral Meeting of the Company.

The General Mandate will provide flexibility to the Company for allotment of shares via the exercise of the Employees’Share Option Scheme (“ESOS”) by its employees and for any possible fund raising activities, including but not limited tofurther placing of shares, for the purpose of funding future investment project(s), working capital and/or acquisition(s).

As at the date of this Notice, 159,000 new shares in the Company were issued pursuant to the mandate granted to theDirectors at the Twelfth Annual General Meeting held on 11 January 2011 and which will lapse at the conclusion of theThirteenth Annual General Meeting. The proceeds of RM429,200.00 raised from the issuance of 159,000 new shares viathe exercise of the ESOS as at the date of this Notice were utilised mainly for working capital of the Company.

2. Proposed Renewal of Authority for Share Buy-Back

Ordinary Resolution No. 2 is proposed for the purpose of renewing the authority granted by the shareholders of theCompany at the Annual General Meeting held on 11 January 2011. The proposed renewal will allow the Board of Directorsto exercise the power of the Company to purchase not more than 10% of the issued and paid-up share capital of theCompany at any time within the time period stipulated in Bursa Malaysia Securities Berhad Main Market ListingRequirements.

3. Proposed Amendments to the Bye-Laws of the Employees Share Option Scheme (ESOS)

Ordinary Resolution No. 3 is proposed for the purpose of amending the existing Exercise of Option and Payment as statedin the Bye-Laws of the ESOS. The proposed amendment will provide an incentive to the Eligible Persons to participatemore actively in the operations and future growth of the Company and reward and retain the Eligible Persons who havecontributed to the growth of the Company.

Notes:-

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attendand vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any personto be his proxy without limitation and the provisions of Sections 149(1) (a), (b), (c) and (d) of the Companies Act, 1965 shallnot apply to the Company.

2. Where a holder appoints two or more proxies, the appointment shall be invalid unless he specifies the proportion of hisshareholdings to be represented by each proxy.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised inwriting or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy must be deposited at the Secretarial Office of the Company at Level 7, Menara Milenium,Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not lessthan 48 hours before the time for holding the Meeting or at any adjournment thereof.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

There is no Director standing for election at the Thirteenth Annual General Meeting of the Company.

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FORM OF PROXY

Number of Shares held CDS Account No.

*I/We (full name in capital letters) ___________________________________________________________________(NRIC/Company No. __________________________________) of (full address)____________________________________________________________________________________ being a *Member/Members of TOP GLOVE CORPORATIONBHD. (“the Company”), do hereby appoint (full name in capital letters) __________________________________________(NRIC_______________________________) of (full address) __________________________________________________________________________________ or failing *him/her, (full name in capital letters) _____________________________(NRIC_______________________________) of (full address) ___________________________________________________________________________ or failing *him/her, *the CHAIRMAN OF THE MEETING, as *my/our proxy to attend and votefor *me/us, and on *my/our behalf at the Thirteenth Annual General Meeting of the Company to be held at Sime DarbyConvention Centre, Ballroom 1 (First Floor) of 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Wilayah Persekutuan onTuesday, 10 January 2012 at 11:30 a.m. and at any adjournment thereof.

Please indicate with an “X” in the spaces provided below how you wish your votes to be casted. If no specific directionas to voting is given, the Proxy will vote or abstain from voting at his/her discretion.AgendaNos. Resolutions For Against

1 To receive the Audited Financial Statements for the financial year ended 31 August 2011.

2 To approve the declaration of the Single Tier Final Dividend of 12% (net 6 sen per share). (Resolution 1)

3 To approve the payment of Directors’ Fees. (Resolution 2)

4 (a) To re-elect the Director, Puan Sri Tong Siew Bee. (Resolution 3)

4 (b) To re-elect the Director, Mr. Lee Kim Meow. (Resolution 4)

4 (c) To re-elect the Director, Mr. Lim Cheong Guan. (Resolution 5)

5 To re-elect the Director, Mr. Lim Han Boon. (Resolution 6)

6 (a) To re-appoint the Director, Tan Sri Dato’ Seri Arshad Bin Ayub. (Resolution 7)

6 (b) To re-appoint the Director, Mr. Sekarajasekaran A/L Arasaratnam. (Resolution 8)

6 (c) To re-appoint the Director, Tan Sri Dato’ Dr. Lin See Yan. (Resolution 9)

7 To re-appoint Messrs. Ernst & Young as Auditors of the Company. (Resolution 10)

8 (a) As Special Business - Ordinary Resolution No. 1 Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.

(Resolution 11)

8 (b) As Special Business - Ordinary Resolution No. 2 Proposed Renewal of Authority for Share Buy-Back. (Resolution 12)

8 (c) As Special Business - Ordinary Resolution No. 3 Proposed Amendments to the By-Laws of theEmployees Share Option Scheme (ESOS). (Resolution 13)

* Strike out whichever not applicable.

Signed on this ____ day of ____________ 2011/2012

___________________________________Signature of Member/Common Seal

Notes:1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies 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 proxywithout limitation and the provisions of Sections 149(1) (a), (b), (c) and (d) of the Companies Act, 1965 shall not apply to the Company.

2. Where a holder appoints two or more proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdingsto be represented by each proxy.

3. 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 appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy must be deposited at the Secretarial Office of the Company at Level 7, Menara Milenium, JalanDamanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than 48 hoursbefore the time for holding the Meeting or at any adjournment thereof.

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The Company Secretary

TOP GLOVE CORPORATION BERHAD (474423-X)

Secretarial office:

Level 7, Menara Milenium

Jalan Damanlela, Pusat Bandar Damansara

Damansara Heights

50490 Kuala Lumpur, Malaysia

STAMP

1st fold here

Then fold here

Fold this flap for sealing

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CORPORATE OFFICES AND FACTORIES

KLANG HEAD OFFICE (FACTORY 9)Address : Lot 4969, Jalan Teratai, Batu 6,

Off Jalan Meru, 41050 Klang,Selangor D.E., Malaysia

Tel : +603-3392 1992 / 1905Fax : +603-3392 1291 / 8410E-mails : (i) [email protected]

(ii) [email protected](iii) [email protected]

Website : www.topglove.com.my

FACTORY 2Lot 4968, Jalan Teratai, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 1992 / 1905Fax : +603 3392 2134

FACTORY 3Lot 5091, Jalan Teratai, Batu 5, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 7880 / 7350Fax : +603-3392 7229 / 9160

FACTORY 4Lot 5987, Jalan Teratai, Batu 5, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 8588 / 8996Fax : +603-3392 6788

FACTORY 5Lot 18, 27, 38 & 57, Medan Tasek,Kawasan Perindustrian Tasek,31400 Ipoh, Perak D.R., Malaysia.Tel : +605-546 6360 / 547 9271Fax : +605-547 8975

FACTORY 6180/3, Moo 7, Srisonthon Road, Tambon Srisonthon, Amphur Thalang,Phuket 83110, Thailand.Tel : +66-76-272 572 / 574Fax : +66-76-273 447

FACTORY 7188, Moo 5, Kanchanawanich Road,Tambon Sumnakkham, Ampur Sadao,Songkhla, 90320 Thailand.Tel : +66-74-410-000 Fax : +66-74-410 007 / 008

FACTORY 853, Zhenbei Road, Xizhang Street,Fenghuang Town, Zhangjiagang City,Jiangsu Province 215614, China.Tel : +86-512-5842 2860Fax : +86-512-5842 2870

FACTORY 10Lot 4970, Jalan Teratai, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 1992 / 1905Fax : +603-3392 8984

FACTORY 11Lot 4967, Jalan Teratai, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 1899 / 5399Fax : +603-3392 1299 / 1399

FACTORY 12Lot 4960, Jalan Teratai, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 3375Fax : +603-3392 5200

FACTORY 13Lot 4947, Jalan Teratai, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3393 1288Fax : +603-3393 1993

SUBANG CORPORATE OFFICEA-11-01, Empire Subang OfficeJalan SS 16/1, 47500 Subang Jaya,Selangor D.E, MalaysiaTel : +603-5022 2110Fax : +603-5022 2113

U.S.A. MARKETING OFFICETG Medical (U.S.A.) Inc.,165, North Aspan Avenue,Azusa CA 91702, U.S.A.Tel : 001-626-969-7838 Fax : 001-626-969-7823E-mail : [email protected]

FACTORY 14Lot 5104, Jalan Teratai, Batu 5, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 3378 / 3433Fax : +603-3392 3372

FACTORY 15South of Weiwu Road, West of Xihuan Road,Xinghua Economic Developing Zone.225700 Jiang Su Province, China.Tel : +86-523-8326 8976Fax : +86-523-8326 8676

FACTORY 16L188, Moo 5, Tambon Pangla, Amphur Sadao, Songkhla 90170 Thailand.Tel : +66-74-410 888Fax : +66-74-410 886

FACTORY 17L268, Moo 5, Tambon Kampangphet,Amphur Rattaphum, Songkhla 90180 Thailand.Tel : +66-74-302888Fax : +66-74-302889 / 302890

FACTORY 18Lot 124 & 126, Jalan Lapan, KompleksPerabot Olak Lempit, 13 KM, Jalan Banting Dengkil, 42700 Banting,Selangor D.E., Malaysia.Tel : +603-3149 1998Fax : +603-3149 3008

FACTORY 19Lot 4987, Jalan Bunga Raya, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 5900Fax : +603-3392 5910

FACTORY 20Lot 4988, Jalan Bunga Raya, Batu 6, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 4429Fax : +603-3392 4200

FACTORY 21Lot 4989, D/A Jln. Bunga Raya, Off Jalan Meru, 41050 Klang, Selangor D.E., Malaysia.Tel : +603-3392 4614Fax : +603-3392 5066

FACTORY 22Lot 4990, D/A Jln. Bunga Raya,Off Jalan Meru, 41050 Klang,Selangor D.E., MalaysiaTel : +603-3392 4614Fax : +603-3392 5066

FACTORY 23Lot 12, Medan Tasek,Kawasan Perindustrian Tasek,31400 Ipoh, Perak D.R., Malaysia. Tel : +605-545 5032Fax : +605-547 8975

Page 140: Top Glove 2011 FA - bursa:Layout 1...Entrepreneur of Malaysia for the Year 2004, by Messrs Ernst and Young. With this award, Tan Sri Lim represented Malaysia in Monte Carlo, Monaco