F-1/A 1 cm277_f1a.htm FORM F-1/A

 

As filed with the U.S. Securities and Exchange Commission on February 28, 2023.

 

Registration No. 333-268109  

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Amendment No. 5

to 

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VCI GLOBAL LIMITED

(Exact Name of Registrant as Specified in Its Charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

British Virgin Islands   6719   Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

B03-C-8 Menara 3A

KL Eco City, No. 3 Jalan Bangsar

59200 Kuala Lumpur

Telephone: +603 2201 5249

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

 

 

 

Carmel, Milazzo & Feil LLP

55 West 39th Street

18th Floor, New York, NY 10018

Telephone: (212) 658-0458

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

 

Copies to:

     

Ross D. Carmel, Esq.

Jeffrey P. Wofford, Esq.

Carmel, Milazzo & Feil LLP

55 West 39th Street, 18th Floor

New York, NY 10018

(212) 658-0458

 

Benjamin Tan, Esq.

Sichenzia Ross Ference LLP
1185 6th Avenue, 37th Floor

New York, NY 10036
(212) 930-9700

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

_______

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

   

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

 

SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2023   

PRELIMINARY PROSPECTUS

 

VCI GLOBAL LIMITED

(Incorporated in the British Virgin Islands)

 

 

 

1,600,000 ORDINARY SHARES

 

This is the initial public offering of VCI Global Limited, a British Virgin Islands business company (hereinafter referred to as the “Company”).

 

Prior to this offering, there has been no public market for our ordinary shares. We are selling 1,600,000 ordinary shares. The assumed initial public offering price is $5.00 per ordinary share, which is the midpoint of the estimated initial public offering price range of $4.00 to $6.00 per ordinary share.

 

We will apply to list our ordinary shares on The Nasdaq Capital Market under the symbol VCIG.” This offering is conditioned upon the successful listing of our ordinary shares on the Nasdaq Capital Market. If the Nasdaq Capital Market does not approve our listing application this initial public offering will be terminated.

 

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer.

 

We are, and will continue to be, a “controlled company” within the meaning of the Nasdaq Stock Market Rules, due to the fact that our founding shareholder, Mr. Hoo Voon Him will own 52.4% of the voting power of issued share capital, assuming no exercise of the underwriter’s over-allotment option. In addition, as a “controlled company,” as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so after we complete this offering.

 

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 18 for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

  

   Per
Ordinary Share
   Total 
Initial public offering price          
Underwriting discounts and commissions (1)            
Proceeds to us (before expenses)          

 

(1) We have agreed to reimburse the Boustead Securities, LLC for certain expenses in addition to underwriting discounts and commissions. We also have agreed to issue to Boustead Securities, LLC certain warrant compensation in connection with this offering. See “Underwriting” for additional information regarding compensation payable to the underwriter.

  

This offering is being conducted on a firm commitment basis. The underwriter is obligated to take and purchase all of the ordinary shares offered under this prospectus if any such shares are taken.

 

We have granted the underwriter an option to purchase up to 240,000 additional ordinary shares from us at the public offering price, less underwriting discounts and commissions, for 45 days after the date of this prospectus to cover over-allotments, if any. If the underwriter exercises the option in full, the total underwriting discounts and commissions payable to the underwriter will be $644,000, and the total proceeds to us, before expenses, will be $8,556,000. If we complete this offering, net proceeds will be delivered to us on the closing date.

 

The underwriter expects to deliver the ordinary shares to purchasers on or about _______, 2023.

 

BOUSTEAD SECURITIES, LLC

 

The date of this Prospectus is _________, 2023.

 

   

 

 

TABLE OF CONTENTS

 

    Page 
Trademarks, Service Marks and Trade Names   1
About this Prospectus   1
Prospectus Summary   2
Summary Consolidated Financial and Other Data   14
Risk Factors   18
Cautionary Note Regarding Forward-Looking Statements   30
Use of Proceeds   31
Dividend Policy   31
Capitalization   32
Dilution   33
Management’s Discussion and Analysis of Financial Condition and Results of Operations   35
Business   59
Management   75
Executive Compensation   80
Principal Shareholders   81
Certain Relationships and Related Party Transactions   82
Description of Securities   82
Shares Eligible for Future Sale   92
Certain Material Tax Considerations   92
Underwriting   97
Expenses Related to this Offering   101
Enforcement of Civil Liabilities   101
Experts   101
Legal Matters   102
Where You Can Find Additional Information   102
Index to Consolidated Financial Statements   F-1

 

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of our subordinate voting shares.

 

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

 

For investors outside the United States: Neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

 

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management’s estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

 

   

 

 

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

 

Throughout this prospectus, we refer to various trademarks, service marks and trade names that others use in their business. All rights to such trademarks are the property of their respective holders.

 

ABOUT THIS PROSPECTUS

 

Throughout this prospectus, unless otherwise designated or the context suggests otherwise,

 

 

 

· all references to the “Company,” the “registrant,” “VCI,” “VCI Global,” “we,” “our,” or “us” in this prospectus mean VCI Global Limited, a BVI business company;
  · all references to the “British Virgin Islands” and “BVI” in this prospectus mean the British Overseas Territory officially known as the Virgin Islands or the Territory of the British Virgin Islands;
  · “year” or “fiscal year” mean the year ending December 31st;
  · our fiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them; and
  · unless otherwise noted: (i) all industry and market data in this prospectus is presented in U.S. dollars, (ii) all financial and other data related to VCI in this prospectus is presented in U.S. dollars, (iii) all references to “$” or “USD” in this prospectus (other than in our financial statements) refer to U.S. dollars, (iv) all references to “RM” in this prospectus refer to Malaysian Ringgits, and (v) all information in this prospectus assumes the issuance and sale of the maximum number of ordinary shares available in this offering.

 

While we maintain our books and records in U.S. dollars, the presentation currency for our financial statements and also our functional currency, as a holding company, our material assets are our direct equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of our subsidiaries, which are denominated primarily in the Malaysian Ringgit (RM), and as such our consolidated results of operations may be affected by changes in the local exchange rates to the U.S. dollar.

 

 1 

 

 

PROSPECTUS SUMMARY

 

This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read the entire prospectus carefully, including “Risk factors,” “Summary Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our consolidated financial statements and the related notes included at the end of this prospectus, before making an investment in our ordinary shares.

 

Our Mission

 

We believe sustainability, inclusion, and well-informed business strategies are pivotal to the growth and success of a business. It is therefore our mission to maximize our clients’ full potential to succeed by providing them quality and independent advice regardless of their business size.

 

Our Company

 

We are a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating values by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.

 

Since our inception in 2013, we have been delivering our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore and the United States.

 

We have segregated our services in the following segments:

 

Business Strategy Segment 

 

Business Strategy Consultancy – We focus on listing solutions, investors relations and boardroom strategies consultancy. We have established a diverse local and international clientele, providing them our services in both local and cross-border listings. Our roles begin from pre-listing diagnosis and planning to the finalization of the entire listing process. To better serve our clients, we extended our services line to include investor relations consultation, where we help our clients effectively handle investors’ expectations and manage communications. Further, we also offer services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our consulting services have successfully propelled our clients’ businesses to the next level with strategic options, including mergers and acquisitions, initial public offerings, restructuring and transformation. 

 

Our business strategy consultancy segment performs the following functions:

 

·Advise clients on multitrack approaches to capital raising strategies;

 

·Evaluate and assess clients’ businesses and perform IPO readiness diagnostic, including health checks on the company’s management, financial and legal structure; 

 

·Assemble external professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance;

 

·Assist in fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients’ business values; 

 

·Manage due diligence investigations and peer industry analysis;

 

 2 

 

 

·Prepare pre-IPO investment presentations materials for clients;

 

·Liaise with investors for pre-IPO capital raising;

 

·Design marketing strategy and promote the company’s business;

 

·Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States.  

 

Our Investor Relations Services

 

In January 2021, our direct subsidiary V Capital Kronos Berhad acquired Imej Jiwa, an investor and public relations consultancy firm, which will allow us to better serve companies seeking to list and trade on public exchanges. Imej Jiwa’s highly-skilled investor relations (“IR”) professionals help companies that are preparing for a successful IPO set up an effective IR team. To date, we are serving more than 40 public-listed Malaysian companies, which represent more than 4% of total Malaysian publicly listed companies. 1 For instance, we have been engaged by Malaysia’s largest home improvement retailer who consummated the biggest IPO in Malaysia since 2017, and the Malaysian leading dairy producer who consummated the second largest IPO in Malaysia since 2017 to provide IR consultancy services. Our IR team builds strategies and communicates effectively to drive stakeholder and media engagement throughout the IPO roadshow and post-IPO process. We are equally committed to sharpen client’s investment narratives and to deliver it to the right investors through the best channel.

 

Our Boardroom Strategy Services 

 

We leverage our multiple practices and our connections with professionals across an array of industries to complement clients’ businesses by offering a holistic approach to achieve sustainable growth with high return on capital. Given the exponentially rising expectations from investors, unprecedented economic disruptions, and fragmentation of traditional markets, we believe more companies need carefully planned strategies to stay ahead of the trend and the competition through restructuring or transformation. We help our clients make the right moves by being involved in boardroom discussions and advising them on strategic options, particularly when it comes to exploring opportunities in offshoring, partnering, merger and acquisitions (“M&A”), deals outsourcing and initial public offerings. We have recently been engaged to consult on boardroom strategies for one of the largest hospitality groups in Malaysia as well as company that is a pioneer in human resources technology provider in Malaysia.

 

Technology Consultancy Services & Solutions

 

Our technology consultancy services and solutions keep our clients ahead of major technology and industry trends, including next-generation digital transformation, software development, blockchain solutions and the industry restructuring brought upon by the convergence of these technologies. 

 

We capitalize the transformative power of technology to push companies through to the next level. With the increasing global significance of data analytics and digital transformation in enhancing existing business models, we have established relationships with technology experts to provide the following services:

 

ØDigital Development - We evaluate clients’ businesses and offer structured digitalization strategies to ensure their businesses achieve target business objectives. At times, the business digitalization journey from vision to execution can be complex. Our experts illuminate the paths for our clients by mapping their digitalization journeys in detail using deep domain expertise to define focused and effective strategic responses. We emphasize rich content, focused delivery, and innovative and result-driven strategies as we guide our clients toward a cost-saving path that increases efficiency and distinctive competitive advantage. Our technology experts coupled with our established relationship with data analytic pioneers allow us to deliver efficient and innovative tailored digital solutions to resolve clients’ problems. We strive to provide the best solutions to clients across sectors.

 

 

1 As of 2020, there were 936 publicly listed companies in Malaysia (Refer: https://www.statista.com/statistics/1024023/malaysia-number-of-plc-listed-in-bursa-malaysia/)

 

 3 

 

 

ØFintech Solution – We offer fintech solutions, insights, and a multidimensional approach to advising and collaborating to help companies adapt to the ever-evolving business environment and provide support to organizations. One of our subsidiary companies, Accuventures Sdn Bhd is a dynamic and experienced information technology (IT) and financial technology (fintech) provider founded by a group of international industry professionals with years of knowledge and experience in the fintech and IT industry. With Credilab Sdn Bhd (a fully owned subsidiary of Accuventures), Accuventures is capable of offering its clients the easiest and fastest route to obtain instant cash loans. Credilab is currently operating a licensed money lending business in Malaysia with the approval granted by the Ministry of Housing and Local Governments. Their financial services are designed to address everyday needs of Malaysians in an innovative way by utilising cutting-edge technology to enable easy access hassle-free to money lending services.

 

ØSoftware Solutions – We offer custom software to a wide range of clients, from small to midsize companies that are both private and public-listed companies. Our software solutions team aims to assist clients in identifying upcoming technology trends and opportunities while offering tailored software, designed to meet the specific needs of every client. Our solutions services begin with an analysis of problems followed by the designing, customizing, building, integrating, and scaling of software. With our vast network of relationships with software industry experts, we are able to help clients source for the most suitable technology that matches their business needs. 

 

ØUpcoming SaaS – Moving forward, we plan to offer SaaS management software for our clients to provide automated management, critical insights and intuitive data security. With our SaaS platform, clients can closely monitor the SaaS subscriptions and stay on top of key usage data across their organizations.  

 

Corporate Structure 

 

We are a holding company incorporated in the British Virgin Islands on April 29, 2020. We operate and control solely through our subsidiary companies. Our corporate structure is set forth as below2

 

 

2 Unless otherwise indicated in the chart, the subsidiaries are 100% owned companies.

 

 4 

 

  

 

The Company does not believe that the securities it holds in any of its direct or indirect subsidiaries are “investment securities” as defined in Section 3(a)(2) of the Investment Company Act of 1940.

 

Wholly-owned Subsidiaries

 

V Capital Kronos Berhad, a Malaysia public company formed on September 1, 2020, is a holding company that manages all our businesses based in Malaysia.

 

V Capital Venture Sdn. Bhd., a Malaysia private company formed on August 19, 2014, provides corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognized stock exchanges and fintech advisory.

 

V Capital Advisory Sdn. Bhd., a Malaysia private company formed on February 12, 2018, provides corporate and business advisory in relation to corporate listing exercises, corporate restructuring, merger and acquisition and corporate finance. It is also involved in managing international commodities trading.

 

V Capital Quantum Sdn. Bhd., a Malaysia private company formed on January 18, 2018, provides information technology development and business consultancy services.

 

Imej Jiwa Communications Sdn. Bhd., a Malaysia private company formed on October 29, 2012, is an investor & public relations consultancy firm. The company provides its clients with personalized, value-added services which covers investor relations & communications, public relations, event management, advertising and outdoor media.

 

V Capital Robotics Sdn. Bhd., a Malaysia private company formed on October 12, 2021, to buy, sell, import, export, distribute, market, package, and deal in robotic process automation software and hardware to individuals and business organizations.

 

V Galactech Sdn. Bhd., a Malaysia private company formed on January 12, 2022, provides technology development consultation services.

 

V Capital Real Estate Sdn. Bhd., a Malaysia private company formed on July 5, 2021, is formed to hold real estate investments in Malaysia or elsewhere and to provide property management for sale and rent.

 

 5 

 

 

VCIG Limited, a British Virgin Islands business company incorporated on April 29, 2020, provides international commodities trading consultations.

 

V Capital Consulting Limited, a British Virgin Islands business company incorporated on March 1, 2016, provides corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognized stock exchanges and fintech advisory.

 

VC Acquisition Limited, a British Virgin Islands business company incorporated on January 4, 2022 to carry on the business as a holding company and is currently not operational.

 

VC Acquisition II Limited, a British Virgin Islands business company incorporated on January 4, 2022 to carry on the business as a holding company and is currently not operational.

  

TGI V Sdn. Bhd., a Malaysia private company formed on November 12, 2021 was formed to carry on the business of a management consultancy.

 

Majority-owned Subsidiaries

 

Accuventures Sdn Bhd, a Malaysia private company formed on June 22, 2015 and an 80% indirect subsidiary of the Company, is at holding company that owns 100% of Credilab Sdn. Bhd. Its minority shareholders are Looi Chou Yew (17%); Chang Wai Kwan (1%); Lim May Ling (1%); and Harold Chen Yoong Kin (1%). All minority shareholders are Malaysia citizens.

 

AB Management and Consultancy Sdn Bhd, a Malaysia private company formed on May 4, 2020 and an 80% owned indirect subsidiary of the Company is a holding company. Its minority shareholder is Envision Capital Sdn Bhd (20%).

 

Elmu Education Group Sdn. Bhd., a Malaysia private company formed on December 3, 2020 and a 56% owned indirect subsidiary of the Company, conducts education related businesses and wholesale of a variety of goods without any particular specialization. Elmu Education is 70% owned by our 80% indirect subsidiary, AB Management and Consultancy Sdn Bhd, whose minority shareholders are listed above. The remaining 30% minority shareholder is Noraini Binti Aripin, a citizen of Malaysia. In 2021, ELMU collaborated with Malaysia Anti-Corruption Academy (MACA) to conduct courses on legal framework, corporate liability, corruption risk management and organizational anti-corruption plan targeted for SMEs and listed companies in Malaysia.

 

Credilab Sdn. Bhd., a Malaysia private company formed on August 26, 2020 an 80% owned indirect subsidiary of the Company, is operating a licensed money lending business in Malaysia with the approval granted by the Ministry of Housing and Local Governments. Credilab is 100% owned by our 80% owned indirect subsidiary, Accuventures Sdn Bhd, whose minority shareholders are stated above.

 

 6 

 

 

Elmu V Sdn. Bhd., a Malaysia private company formed on May 18, 2021 and a 69.2% owned indirect subsidiary of the Company, focuses in establishing, operating and managing training centers, coaching classes, learning centers or agencies and to provide all facilities so required, including conducting classes, seminars, demonstrations, education and training programs, advisory services to promote soft skills, studies, research, lectures, seminars and to appoint consultants, associates and other specialists or agents. Elmu V is 70% owned by our 56% owned indirect subsidiary, Elmu Education Group Sdn. Bhd, whose minority shareholders are stated above and 30% owned by are wholly owned indirect subsidiary V Capital Quantum Sdn. Bhd.

 

Elmu Higher Education Sdn Bhd, a Malaysia private company formed on May 24, 2021, provides management consultancy activities, education related services, research and development of other social sciences and humanities. Moving forward to in 2022, the company has been approved by the Ministry of Higher Education to establish a private higher education institution in Malaysia.

 

Minority Investments

 

In order to enhance our consulting relationships with certain clients, we may make minority investments in such clients. We believe these investments enable us to gain greater trust and loyalty from clients because though investment we not only provide consulting advice but financial support which further helps these clients meet their goals. Also, if we invest in a client we obtain greater insight into its operations and the industry it works in, which enhances our abilities in our consultancy and technology businesses. We currently have one minority investment in Zero Carbon Farms (5%), who is an agricultural technology company that builds and operates controlled environment farms. See “Business—Corporate Structure—Minority Investments” for a detailed description of our minority investment in Zero Carbon Farms.

 

Others

 

The Company has formed a number of companies that are currently dormant and have not conducted any operations, which include: TGI V Sdn Bhd; V Capital Real Estate Sdn Bhd; V Capital Robotics Sdn Bhd; V Galactech Sdn Bhd; Elmu Higher Education Sdn Bhd; VC Acquisition Ltd; VC Acquisition II Ltd; and VCIG Limited.

 

Divestments

 

On September 30, 2022 we disposed of our 3% interest in DFA Robotics for $650,635.47, which represented a $350,635.47 gain on the sale. DFA Robotics represented approximately 2.7% of our total assets (less cash and US government securities) and approximately 13% of V Capital Consulting’s total assets (less cash and US government securities) on a unconsolidated basis.

 

On January 3, 2023, we disposed of our entire interest in Treasure Global Inc in three separate private transactions for an aggregate of $3,065,218.20, which represented a $1,265,218.20 gain on the sale. Prior to such divestment, we owned 1,702,899 shares of Treasure Global Inc, which is publicly traded on the Nasdaq Capital Market. On December 30, 2022 (the trading day prior to the sale) Treasure Global Inc’s shares had a closing price of $1.71 and represented approximately 51% of our total assets (less cash and US government securities) and approximately 75% of V Capital Kronos Berhad’s total assets (less cash and US government securities) on a unconsolidated basis. Upon the divestment, there is no minority investment (0%) in V Capital Kronos Berhad, and the remaining minority investment (Zero Carbon Farms) represented approximately only 0.256% of our total assets (less cash and U.S. government securities).

 

We will not make any investment that would result in us being an “investment company” as defined under the Investment Company Act of 1940.

 

Market Opportunity

 

The consulting market is expected to observe a CAGR of 4.30% during the forecast period (2021-2026)3, and we believe the global consulting sector is one of the biggest and most mature markets within the professional services industry. Analysis showed that the development of the consultancy industry is directly affected by the developments of the global economy. For instance, blooming economic conditions translates into higher revenues and budgets, which lead to higher spending on consultants, and vice versa.

 

 7 

 

 

US IPO and M&A Deal Numbers and Proceeds

 

 

 

The year 2021 has been the most active year in the last 21 years for US IPOs – both in terms of proceeds raised and the number of deals, with 416 IPOs raising close to US$155.7 billion in proceeds. The 2021 US IPOs benefited from strong pricing outcomes with more than 75% of issuers achieving or exceeding their targeted IPO price ranges. While these transactions generated more than 20% returns one month after pricing, the performance of these stocks declined considerably through year-end.

 

The COVID-19 pandemic has served as a catalyst for innovation and consumer behavioural change in the healthcare space, where IPO activity surged in 2021. While biotechnology continues to take the lion’s share of healthcare IPOs, there was also increased interest in other areas of healthcare. Consumers became more comfortable with virtual experiences and demanded better experiences, resulting in an emergence of various tech-enabled healthcare opportunities that fueled the boom.1

 

The annual volume of M&A deals in the US has fluctuated significantly in recent years. In 2021, there were 24,412 M&A deals in the US, the highest volume registered throughout years 2000 to 20212, and the value of such number of deals recorded twice as high as in the previous year – the value of M&A Deals in 2020 was US$1,285 billion and it reached US$2,594 billion in 2021. According to Statista’s survey from year 2006 to Q1 20223, the United States had consistently been the home to the largest M&A deals globally during that time period.

 

In favourable economic conditions, the value of these deals is well over US$1 trillion, and this helps companies come together in a way that makes them more efficient, taking advantage of economies of scale and scope. Some industries are more suitable for combining companies than others such as the technology sector as it particularly due to the rapid shift in digital technology in various business sectors in the past years. The outlook for M&A activity depends on how adaptable companies can be regarding changing economic conditions and new trends.4

 

IPO, M&A, PE/VC Deal Numbers and Proceeds in Malaysia

 

 

 

The world spiraled into chaos in 2020, partly due to the disruptions brought to our daily lives by the pandemic that has affected many aspects of society’s normalcy, including both the economy and the capital markets. Although there was greater volatility in the capital markets, nevertheless, the markets managed to quickly regain their footing even when the pandemic continued to rage unabated.

 

The global IPO markets seemed to buck the trend and had shone with resilience and, unsurprisingly, Malaysia did pick up the pace amidst the pandemic in 2020 and continued to resonate well into 2021. In 2021, there were 18 companies that successfully went public in Malaysia, up from 15 companies in 2020.5 In terms of proceeds raised by IPOs, US$312 million was raised in 2021, a slight decrease from the US$384 million in 2020. The Securities Commission (SC) Malaysia reported that 2020 registered an increase in retail participation on Bursa Malaysia that helped to create a healthy and vibrant marketplace – also marking net buying in the local equity market by retail investors surpassing the net buying by local institutional investors. From the perspective of retail investors, the pandemic seems to steer the ordinary investors’ money-at-hand to the equity market and IPOs emerged as the new trend that piqued their interest.6

 

Malaysia recorded a total of 384 M&A deals during the year, valued at US$21.1 billion – rocketing 51% and 299% increase in the number of deals and transaction value respectively. Telecommunications tops the sector ranking in 2021 with a total deal value of US$ 12.4 billion due to the planned merger deal involving Celcom Axiata and DiGi.com.

 

Similar to the M&A deals, technology sector remains a key growth theme in PE/VC investments. Malaysia had 36 PE/VC investments in 2021, valued at approximately US$1.1 billion. While its neighbour Singapore recorded the most PE/VC deals in the region with 303 deals in 2021 with US$16.5 billion investment value.7

 

 

1https://assets.ey.com/content/dam/ey-sites/ey-com/en_gl/topics/ipo/ey-2021-global-ipo-trends-report-v2.pdf
2https://www.statista.com/statistics/914665/number-of-ma-deals-usa/
3https://www.statista.com/statistics/420990/value-of-merger-and-acquisition-deals-usa/
4https://www.statista.com/topics/5554/mergers-and-acquisitions-in-the-united-states/#topicHeader__wrapper

5https://www.statista.com/statistics/1023974/malaysia-number-of-regional-ipos/
6https://www.crowe.com/my/news/revived-ipo-interest-in-malaysia
7https://www.kroll.com/-/media/assets/pdfs/publications/valuation/transaction-trail-annual-report-2021.pdf

 

 8 

 

     

Total Addressable Market Growth – Malaysia IT Consulting Market

 

 

The IT consulting market in Malaysia grew from US$ 1.02 billion in 2020 to US$ 1.21 billion in 2021 or by 18.6%. During the COVID-19 pandemic, organisations relied on technology to sustain business operations through remote access, automated reporting, electronic data exchange, and real-time factory controls leading to the growth in IT consulting market in Malaysia amidst the global COVID-19 pandemic landscape. Industry growth in 2021 was also driven by increasing demand for IT system integration services given an increased penetration rate for IT systems used in enterprises and favourable government initiatives aimed at boosting the country’s digital economy; and an increasing demand for IT consultancy services as well as system operations, maintenance and support services due to the rising number of end-users and growing complexity of enterprise IT systems. With these factors expected to continue to have an influence in the years ahead, the IT consulting market in Malaysia is expected to grow from US$ 1.21 billion in 2021 to US$ 1.55 billion in 2025 at a CAGR of 6.3%.8

 

Implications of Being an Emerging Growth Company, a Foreign Private Issuer  and a Controlled Company

 

Emerging Growth Company

 

As a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we: 

 

  · are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;
  · are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);
  · are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);
  · are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
  · may present only two years of audited financial statements; and
  · are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

 

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure and may present only two years of audited financial statements and related MD&A disclosure.

 

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules, we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

 

 

8 https://www.imarcgroup.com/venture-capital-investment-market

 

 9 

 

 

Foreign Private Issuer Status

 

We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example:

 

  · we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval;

  · we are not required to provide certain Exchange Act reports, or as frequently, as a domestic public company;
  · for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
  · we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
  · we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
  · we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and
  · our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

 

Controlled Company Status

 

Upon the completion of this offering, our founding shareholder, Mr. Hoo Voon Him will own 50.1% of the voting power of issued share capital, assuming no exercise of the underwriter’s over-allotment option. As a result, we will be a “controlled company” under the Nasdaq Capital Market’s governance standards, defined as a company of which more than 50% of the voting power is held by an individual, group or another company. As a “controlled company,” we are permitted to rely on certain exemptions from corporate governance rules, including:

 

an exemption from the rule that a majority of our board of directors must be independent directors;

 

an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

 

an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

 

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See “Risk Factors—Risks Related to This Offering and the Ordinary Shares,” for more information.

 

Summary Risk Factors

 

·We are a growing company with a limited operating history. If we fail to achieve further marketplace acceptance for our services, our business, financial condition and results of operations will be adversely affected.

 

·A significant or prolonged economic downturn could have a material adverse effect on our results of operations.

 

·We may be unable to retain existing clients or may be unable to attract new clients.

 

·We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.

 

·If our affiliates, alliances or investee portfolio companies do not succeed, we may not be successful in implementing our growth strategy.

 

·The consulting services in the business and technology industries are highly competitive, and we may not be able to compete effectively.

 

·Our inability to retain our senior management team and other managing directors would be detrimental to the success of our business.

 

·Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.

 

·Revenues from our performance-based engagements are difficult to predict, and the timing and extent of recovery of our costs is uncertain.

 

 10 

 

 

·Developments in the social, political, regulatory and economic environment in the countries where we operate, may have a material and adverse impact on us.

 

·We have only a limited ability to protect our intellectual property rights, which are important to our success.

 

·Our operations and sales have been adversely impacted by the COVID-19 pandemic, and we must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of COVID-19 and the related widespread public health crisis.

 

·Foreign exchange rate fluctuations and controls could have a material adverse effect on our earnings and the strength of our balance sheet.

 

·As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the Nasdaq listing standards. This may afford less protection to holders of our ordinary shares than U.S. regulations.

 

·We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those of a U.S. issuer.

 

·We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

 

·We are a BVI-incorporated company with substantially all of our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers.

 

·We are subject to the laws of the British Virgin Islands and Malaysia, which differ in certain material respects from the laws of the United States.

 

·Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, under British Virgin Island law our directors may allot and issue new ordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion and in accordance with the Memorandum and Articles of Association of the Company.

 

·There has been no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our ordinary shares fluctuates after this offering, you could lose a significant part of your investment.

 

·Our founding shareholder and his spouse, Karen Liew, our Executive Director , will beneficially own 67.3% of our outstanding ordinary shares after this offering. This concentration of ownership and voting power will limit your ability to influence corporate matters.

 

·Our Memorandum and Articles of Association contain anti-takeover provisions which may discourage a third-party from acquiring us and adversely affect the rights of holders of our ordinary shares.

 

·If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our ordinary shares and our trading volume could decline.

 

·We may not pay any cash dividends in the foreseeable future.

 

  · Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our ordinary shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our ordinary shares.

 

·New investors in our ordinary shares will experience immediate and substantial dilution after this offering.

 

·We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

 

 11 

 

 

·We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

 

·If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence.

 

·If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary shares.

 

·We have broad discretion over the use of proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

 

Corporate Information

 

Our principal executive offices are located at B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, and our registered address in BVI is: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +603 2201 5249. The address of our website is https://v-capital.co/. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service of process in the United States is Carmel, Milazzo & Feil LLP, 55 West 39th Street, 18th Floor, New York, New York 10018.

 

 12 

 

 

The Offering

 

Issuer: VCI Global Limited, a BVI business company
   
Securities being offered: 1,600,000 ordinary shares
   
Assumed Offering price per share: $5.00 per ordinary share
   
Shares outstanding before this offering: 35,100,504 ordinary shares
   
Shares outstanding after this offering(1): 37,137,244 ordinary shares (37,377,244 ordinary shares, assuming maximum amount of 1,840,000 ordinary shares are sold in the offering).
   
Underwriting; Over-Allotment Option This offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the ordinary shares if any such shares are taken. We have granted to the underwriter an option for a period of 45 days from the date of this prospectus to purchase up to 240,000 additional ordinary shares from us at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any
   
Use of proceeds: We estimate that the net proceeds to us from this offering will be approximately $6,602,000, based on the assumed initial public offering price of $5.00 per ordinary share, (which is the midpoint of the estimated range of $4.00 to $$6.00 per ordinary share) after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We plan to use the net proceeds from this offering for (i) general working capital (30%); (ii) business and team expansion by recruiting more professional consultants across different industries (30%); and (iii) specific industry-focused acquisition (40%). See the “Use of Proceeds” section of this prospectus.
   
Lock-up:

We will not, without the prior written consent of the underwriter, from the date of execution of the underwriting agreement and continuing for a period of 12 months from the date on which the trading of our ordinary shares commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of (including to re-price) or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise. We will agree not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

 

Our officers, directors and holders of 5% or greater of our ordinary shares have agreed to be locked up for a period of twelve months from the date on which the trading of our ordinary shares commences. Holders of 1-4.99% of our ordinary have agreed to be locked up for a period of six months from the date on which the trading of our ordinary shares commences provided that if the aggregate of such holders shares were to equal or exceed 20% of our issued and outstanding shares on a fully diluted basis prior to the completing of this offering, then their lock up period shall be for twelve months from the date of trading of our ordinary shares commences. Holders of less than 1% of our ordinary shares are not subject to any lock up provided that if the aggregate of such holders shares were to equal or exceed 5% of our issued and outstanding shares on a fully diluted basis prior to the completing of this offering, then their lock up period shall be for six months from the date of trading of our ordinary shares commences. During the lock-up period, without the prior written consent of the underwriter, they shall not, directly or indirectly, (i) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, owned either of record or beneficially by any signatory of the lock-up agreement on the date of the prospectus or thereafter acquired; (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing; and (iii) make any demand for or exercise any right with respect to, the registration of any ordinary shares or any security convertible into or exercisable or exchangeable for ordinary shares.

   
Listing: We intend to apply to have the ordinary shares on the Nasdaq Capital Market under the symbol “VCIG.” No assurance can be given that our NASDAQ listing application will be approved, or that a trading market will develop for our ordinary shares. We will not proceed with this offering if our application to list our ordinary shares on the Nasdaq Capital Market is not approved.
   
Risk Factors: Investing in our ordinary shares is highly speculative and involves a significant degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in our ordinary shares.
   
Representative’s Warrants:

We have agreed to issue warrants to the underwriter to purchase a number of ordinary shares stock equal to 7% of the total number of shares sold in this offering at an exercise price equal to the public offering price of the shares sold in this offering. The underwriter’s warrants will be exercisable upon issuance, will have a cashless exercise provision and will terminate on the fifth anniversary of the commencement date of sales in this offering. The underwriter’s warrants are not exercisable or convertible for more than five years from the commencement date of sales in this offering. The underwriter’s warrants also provide for customary anti-dilution provisions and immediate “piggyback” registration rights with respect to the registration of the ordinary shares stock underlying the warrants. We have registered the underwriter’s warrants and the shares underlying the underwriter’s warrants in this offering.

   
Transfer Agent and Registrar:

VStock Transfer LLC

 

(1) Includes (i) 380,000 ordinary shares to be issued to certain of our Senior executives upon the listing of our ordinary shares on Nasdaq and (ii) 56,740 (61,638 if the over-allotment option is exercised in full) to be issued to Exchange Listing at the closing of this initial public offering pursuant to the anti-dilution clause in their consulting agreement with the Company.

 

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus is based on 35,100,504 ordinary shares outstanding as of February 28, 2023. Further, unless specifically indicated otherwise, all information in this prospectus: assumes no exercise of the underwriter’s over-allotment option; and assumes no exercise of the warrants to be issued to the underwriter in this offering.

 

 13 

 

 

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

 

The following summary consolidated statements of operations of the Group for the fiscal years ended December 31, 2020 and 2021 and the six months ended June 30, 2021 and 2022, summary consolidated balance sheet data as of December 31, 2020 and 2021 and the six months ended June 30, 2022 as well as summary consolidated statement of cash flows as of December 31,2020 and 2021 and the six months ended June 30, 2021 and 2022, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements have been prepared in Ringgit Malaysia (“RM”) and in accordance with IFRS, as issued by the International Accounting Standards Board (IASB).

 

Our historical results are not necessarily indicative of results expected for future periods. You should read this Summary Consolidated Financial and Other Data section together with our consolidated financial statements and the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 

The following table presents our selected consolidated statements of profit or loss and other comprehensive income data for the periods indicated.

 

    For the Year Ended     For the Six months Ended  
    2020     2021     30 June 2021     30 June 2022  
    RM     RM     USD     RM     RM     USD  
Revenue     3,648,406       37,871,829       9,071,097       19,272,925       15,931,394       3,614,610  
Revenue – related party     -       9,603,213       2,300,171       -       5,443,238       1,234,995  
Total revenue     3,648,406       47,475,042       11,371,268       19,282,925       21,374,632       4,849,605  
Other income     402,250       278,855       66,792       120,958       109,802       24,912  
Fair value adjustment on financial assets measured at fair value through profit and loss     -       -       -       -       1,679,842       381,133  
Cost of services     (416,179 )     (10,300,051 )     (2,467,088 )     (2,395,130 )     (2,216,929 )     (502,990 )
Depreciation     -       (55,232 )     (13,229 )     (14,594 )     (11,203 )     (2,542 )
Directors’ fees     -       (656,000 )     (157,126 )     -       (141,000 )    

31,991

 
Employee benefits expenses     -       (4,198,908 )     (1,005,726 )     (2,193,985 )     (4,807,371 )     (1,090,725 )
Impairment allowance on trade receivables     -       (1,415,211 )     (338,973 )     (697,726 )     (183,546 )     (41,644 )
Rental expenses     -       (237,205 )     (56,816 )     (132,500 )     (156,673 )     (35,547 )
Legal and professional fees     (3,377 )     (728,716 )     (174,543 )     (28,748 )     (117,377 )     (26,631 )
Finance cost     -       (106,473 )     (25,503 )     (3,960 )     (8,685 )     (1,971 )
Other operating expenses     (29,128 )     (2,997,803 )     (718,037 )     (1,423,011 )     (1,474,666 )     (334,581 )
Profit before income tax     3,601,972       27,058,298       6,481,029       12,504,229       14,046,826       3,187,029  
Income tax     (872,882 )     (7,120,480 )     (1,705,504 )     (3,430,000 )     (283,648 )     (64,356 )
Profit for the year     2,729,090       19,937,818       4,775,525       9,074,229       13,763,178       3,122,673  
Other comprehensive income                                                
Fair value adjustment on financial assets measured at fair value through other comprehensive income     -       27,822,892       6,664,166       -       (4,199,770 )     (952,869 )
Other comprehensive income     -       27,822,892       6,664,166       -       (4,199,770 )     (952,869 )
Total comprehensive income for the year     2,729,090       47,760,710       11,439,691       9,074,229       9,563,408       2,169,804  
                                                 
Profit attributable to:                                                
Equity owners of the Company     2,729,090       20,339,137       4,871,649       9,431,445       13,568,156       3,078,425  
Non-controlling interests     -       (401,319 )     (96,124 )     (357,216 )     195,022       44,248  
Total     2,729,090       19,937,818       4,775,525       9,074,229       13,763,178       3,122,673  
                                                 
Total comprehensive income attributable to:                                                
Equity owners of the Company     2,729,090       48,162,029       11,535,815       9,431,445       9,368,386       2,125,556  
Non-controlling interests     -       (401,319 )     (96,124 )     (357,216 )     195,022       44,248  
Total     2,729,090       47,760,710       11,439,691       9,074,229       9,563,408       2,169,804  
                                                 
EARNINGS PER SHARE – BASIC AND DILUTED     0.08       0.60       0.14       0.28       0.40       0.09  

 

 

 14 

 

 

The following table presents our selected consolidated statements of financial position data as of the dates indicated.

 

    For the Year Ended     For the Six months Ended  
    2020     2021     30 June 2022  
    RM     RM     USD     RM     USD  
ASSETS                                        
Non-current assets                                        
Financial assets measured at fair value through other comprehensive income     -       34,221,879       8,196,857       30,022,109       6,811,596  
Financial assets measured at fair value through profit and loss     -       1,309,134       313,565       3,145,096       713,578  
Property and equipment, net     12       152,532       36,535       165,410       37,529  
Deferred tax assets     -       339,650       81,353       339,650       77,062  
Total non-current assets     12       36,023,195       8,628,310       33,672,265       7,639,765  
Current assets                                        
Trade and other receivables, net     -       4,540,984       1,087,661       12,559,685       2,849,617  
Amount due from related parties     3,014,790       427,677       102,438       3,577,524       811,690  
Cash and bank balances     430,796       3,122,947       748,011       1,713,893       388,859  
Total current assets     3,445,586       8,091,608       1,938,110       17,851,102       4,050,166  
Total assets     3,445,598       44,114,803       10,566,420       51,523,367       11,689,931  
LIABILITIES AND EQUITY                                        
Current liabilities                                        
Trade and other payables     10,861       1,726,403       413,510       1,606,801       440,794  
Contract liabilities     -       500,000       119,760       -       -  
Bank and other borrowings     -       812,466       194,602       766,370       173,879  
Deferred revenue     -       1,510,321       361,754       -       -  
Income tax payable     881,282       8,284,766       1,984,375       8,793,040       1,995,018  
Total current liabilities     892,143       12,833,956       3,074,001       11,166,211       2,609,691  
Non-current liabilities                                        
Bank and other borrowings     -       398,526       95,455       398,526       90,420  
Amount due from related parties     29,967       9,964,078       2,386,606       8,080,502       1,833,353  
Deferred revenue     -       1,555,000       372,455       -       -  
Total non-current liabilities     29,967       11,917,604       2,854,516       8,479,028       1,923,773  
Total liabilities     922,110       24,751,560       5,928,517       19,645,239       4,533,464  
Capital and reserves                                        
Share capital     220,000       220,000       52,695       2,835,477       643,330  
Capital reserve     483,575       6,532,560       1,564,658       6,532,560       1,482,146  
Retained earnings     1,819.913       12,981,942       3,109,447       22,686,328       5,070,976  
Attributable to equity owners of the Company     2,523,488       19,734,502       4,726,827       32,054,365       7,196,453  
Non-controlling interests     -       (371,259 )     (88,924 )     (176,237 )     (39,986 )
Total equity     2,523,488       19,363,243       4,637,903       31,878,128       7,156,467  
Total liabilities and equity     3,445,598       44,114,803       10,566,420       51,523,367       11,689,931  

  

 15 

 

 

The following table presents our selected consolidated cash flows data for the periods indicated.

 

    For the Year Ended     For the Six months Ended  
    2020     2021     30 June 2021     30 June 2022  
    RM     RM     USD     RM     RM     USD  
Operating activities                                                
Profit before income tax     3,601,972       27,058,298       6,481,029       12,504,229       14,046,826       3,187,029  
Adjustments for:                                                
Impairment allowance on trade receivables     -       1,415,211       338,973       697,726       183,546       41,644  
Impairment on goodwill on consolidation     -       282,963       67,776       -       -       -  
Bad debt written off     -       123,502       29,581       -       -       -  
Preliminary expense written off     -       10,400       2,491       -       -       -  
Depreciation of property and equipment     -       55,232       13,229       14,594       11,203       2,542  
Fair value adjustment on financial assets measured at fair value through profit and loss     -       -       -       -       (1,679,842 )     (381,133 )
Gain on disposal of property and equipment     -       -       -       -       (1,891 )     (429 )
Interest expense     -       106,473       25,503       3,960       8,685       1,971  
Interest income     -       (1,571 )     (376 )     (1,227 )     (22 )     (5 )
Operating cash flow before movement in working capital     3,601,972       29,050,508       6,958,206       13,219,282       12,568,505       2,815,619  
Trade and other receivables     54,117       (5,729,429 )     (1,372,318 )     (7,046,364 )     (8,629,924 )     (1,958,009 )
Trade and other payables     (2,217 )     4,453,808       1,066,780       1,685,473       (4,804,822 )     (1,090,147 )
Cash generate from operations     3,653,872       27,774,887       6,652,668       (7,858,391 )     (866,241 )     (196,537 )
Interest received     -       1,571       376       1,227       22       5  
Income tax paid     -       (56,646 )     (13,568 )     271,732       224,626       50,964  
Net cash from operating activities     3,653,872       27,719,812       6,639,476       8,131,350       (641,593 )     (145,568 )
                                                 
Investing activities                                                
Purchase of property and equipment     -       (105,458 )     (25,259 )     (98,542 )     (33,896 )     (7,691 )
Proceed from disposal of property and equipment     -       -       -       -       11,706       2,656  
Purchase of financial assets measured at fair value through other comprehensive income     -       (6,398,987 )     (1,532,692 )     (5,774,087 )     -       -  
Purchase of financial assets measured at fair value through profit and loss     -       (1,309,134 )     (313,565 )     (209,000 )     (156,120 )     (35,421 )
Amount due from related parties     408,560       19,068,607       4,567,331       -       -       -  
Acquisition of subsidiaries (Note A)     -       255,900       61,293       -       -       -  
Net cash used in investing activities     -       (7,557,679 )     (1,810,223 )     (6,081,629 )     (178,310 )     (40,456 )
                                                 
Financing activities                                                
Proceeds from issuance of share capital     -       -       -       -       2,615,477       593,415  
Proceed from other borrowings     -       1,200,000       287,425       -       -       -  
Repayment of other borrowings     -       (600,000 )     (143,713 )     1,000,000       -       -  
Proceed from bank borrowings     -       300,000       71,856       200,000       -       -  
Repayment of bank borrowings     -       (56,226 )     (13,467 )     (48,378 )     (54,781 )     (12,429 )
Advances to related parties     (3,237,899 )     (18,343,816 )     (4,393,728 )     (2,221,391 )     (3,149,847 )     (714,656 )
Contribution from non-controlling interests     -       30,060       7,200       30,020       -       -  
Net cash used in financing activities     (3,237,899 )     (17,469,982 )     (4,184,427 )     (1,039,749 )     (589,151 )     (133,670 )
                                                 
Net increase in cash and cash equivalents     415,973       2,692,151       644,826       1,009,972       (1,409,054 )     (319,694 )
Cash and bank balances at beginning of the year     14,823       430,796       103,185       677,337       3,122,947       708,553  
Cash and bank balances at end of the year     430,796       3,112,947       748,011       1,687,309       1,713,893       388,859  

 

 

 16 

 

 

Consolidated Statement of Cash Flows

 

On January 1, 2021, the shareholders for both Accuventures Sdn Bhd and Imej Jiwa Communications Sdn Bhd entered into share sale agreements with Victor Hoo, our Chairman, to sell their shares (80% for Accuventures Sdn Bhd) and (100% for Imej Jiwa Communication Sdn Bhd) and also assign their voting and other rights that provided Mr. Hoo with control over each entity. Since Mr. Hoo also has control over the Company, there is common control with all three entities and Accuventures and Imej Jiwa were consolidated into our group.

 

The transfer of power was initiated first and then subsequently proceed with the legal documentation in regard to the shares transfer. The documentation of those shares transfer was completed on September 29, 2021 (Accuventures Sdn Bhd) and February 22, 2022 (Imej Jiwa Communications Sdn Bhd). 

 

Identifiable assets acquired and liabilities assumed at the date of acquisition of Imej Jiwa Communications Sdn Bhd, Accuventures Sdn Bhd and its subsidiary:

 

   Accuventures Sdn Bhd  

Imej Jiwa Communications

Sdn Bhd

   Total 
   RM   USD   RM   USD   RM   USD 
Cash and bank balances   43,276    10,365    754,943    180,825    798,219    191,190 
Trade and other receivables   55,581    13,313    320,341    76,728    375,922    90,041 
Property and equipment   83,906    20,097    18,388    4,405    102,294    24,502 
Trade and other payables   (536,367)   (128,471)   (290,688)   (69,626)   (827,055)   (198,097)
Bank borrowings   -    -    (260,745)   (62,454)   (260,745)   (62,454)
Non-controlling interest   70,721    16,939    -    -    70,721    16,939 
(Net liabilities)/ net assets   (282,883)   (67,757)   542,239    129,878    259,356    62,121 
                               
Less: Consideration paid   (80)   (19)   (542,239)   (129,878)   (542,319)   (129,897)
Goodwill on consolidation   (282,963)   (67,776)   -    -    (282,963)   (67,776)
                               
Cash and bank balances   43,276    10,365    754,943    180,825    798,219    191,190 
Less: Consideration paid   (80)   (19)   (542,239)   (129,878)   (542,319)   (129,897)
Net cash inflow   43,196    10,346    212,704    50,947    255,900    61,293 

 

 Note–2 - Significant non-cash transaction

 

During the financial year ended 31.12.2021, a total of RM37 million (USD8.86 million) dividend declared was used to offset against RM34.8 million (USD8.35 million) amount due from related party. RM 2.2 million remains outstanding and payable as at 31.12.2021.

 

 17 

 

 

RISK FACTORS

 

Investing in our ordinary shares is highly speculative and involves a significant degree of risk. Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our ordinary shares could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking Statements.” If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our ordinary shares could decline, and investors in our securities may lose all or part of their investment.

 

Risks Related to our Business and Operations

 

We are a growing company with a limited operating history. If we fail to achieve further marketplace acceptance for our services, our business, financial condition and results of operations will be adversely affected.

 

We were organized and commenced operations in April, 2020. As a result, we have only a limited operating history upon which you can evaluate our business and prospects. There can be no assurance that we will remain profitable, or that our enterprise consulting and investing business model will achieve further marketplace acceptance. Our marketing efforts may not generate a sufficient number of clients to sustain our business plan; our capital and operating costs may exceed planned levels; and we may be unable to develop and enhance our agency service offerings to meet the demands of our clients. If we are not successful in managing our business and operations, our financial condition and results of operations will be adversely affected.

 

A significant or prolonged economic downturn could have a material adverse effect on our results of operations.

 

Our results of operations are affected by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. A decline in the level of business activity of our clients could have a material adverse effect on our revenues and profit margin. While we are now seeing some evidence of a business slowdown in some markets due to the current pandemic situation, we have not yet observed tangible signs of a contraction in our business. Nevertheless, we are not immune to these global economic conditions, and we cannot provide assurance that our business will not be adversely affected in the future. We see continued growth in revenues for the fiscal year ending in 2021. We will implement cost-savings initiatives to manage our expenses as a percentage of revenues, but we may not be able to reduce the rate of growth in our costs on a timely basis or control our costs to maintain our margins.

 

We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.

 

We depend to a large extent on our relationships with our clients and our reputation for high-caliber professional services and integrity to attract and retain clients. We obtain a substantial number of new engagements from existing clients or through referrals from existing clients. As a result, if a client is not satisfied with our services, it may diminish our reputation and become more damaging to our business than to other businesses. Additionally, if we fail to meet our contractual obligations or other arrangements with our clients, we could be subject to legal liability or loss of client relationships. Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the applications we develop, but these provisions may not protect us or may not be enforceable in all cases.

 

 18 

 

 

If our affiliates, alliances or investee portfolio companies do not succeed, we may not be successful in implementing our growth strategy.

 

We have invested a substantial amount of time and resources in our affiliates, alliances, and investee portfolio companies, and we plan to make substantial additional acquisition investments in the future. The benefits we anticipate from these relationships are an important component of our growth strategy. If these relationships do not succeed, we may lose our investments or fail to obtain the benefits we hope to derive from them. Similarly, we may be adversely affected by the failure of one or more of our affiliates or alliances, which could lead to reduced marketing exposure, and a decreased ability to develop and gain access to solutions. Moreover, because most of our alliance relationships are nonexclusive, our alliance partners can form closer or preferred arrangements with our competitors. In addition, our venture capital activities may suffer from the poor performance of the portfolio companies in which we invest or our inability to obtain attractive returns on our investments to monetize these investments at all. These losses or failures could have a material and adverse impact on our growth strategy, which, in turn, could adversely affect our financial condition and results of operations.

 

The consulting services in business and technology industries are highly competitive, and we may not be able to compete effectively.

 

The consulting services in business and technology industries in which we operate include a large number of participants and are highly competitive. We face competition from other business operations and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical and economic advisory firms, regional and specialty consulting firms and the technology development advisory firms and some of these firms are global in nature and have access to more resources which may provide with the ability to highlight broader experiences to potential clients. In addition, because there are relatively low barriers to entry, we expect to continue to face additional competition from new entrants into the business operations and financial consulting industries. Many of our competitors have a greater national presence and are also international in scope, as well as have significantly greater personnel, financial, technical and marketing resources. In addition, these competitors may generate greater revenues and have greater name recognition than we do. Our ability to compete also depends in part on the ability of our competitors to hire, retain and motivate skilled consultants, the price at which others offer comparable services and our competitors’ responsiveness to their clients. If we are unable to compete successfully with our existing competitors or with any new competitors, our financial results will be adversely affected.

 

Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.

 

Our business involves the delivery of professional services and is highly labor-intensive. We rely heavily on our senior management team and our ability to retain them is particularly important to our future success. Given the highly specialized nature of our services, these people must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals. In addition, we rely on our senior management team to generate, handle and market our business. Further, in light of our limited operating history, our senior management’s personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements. Qualified consultants are in great demand, and we face significant competition for both senior and junior consultants with the requisite credentials and experience. Our principal competition for talent comes from other consulting firms, accounting firms and technical and economic advisory firms, as well as from organizations seeking to staff their internal professional positions. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career paths or geographic locations than we do. Therefore, we may not be successful in attracting and retaining the skilled consultants we require to conduct and expand our operations successfully. Although we enter into non-solicitation agreements with our senior management team, we do not enter into non-competition agreements. Accordingly, members of our senior management team are not contractually prohibited from leaving or joining one of our competitors, and some of our clients could choose to use the services of that competitor instead of our services. Increasing competition for these consultants may also significantly increase our labor costs, which could negatively affect our margins and results of operations. Also, if one or more members of our senior management team leave and we cannot replace them with a suitable candidate quickly, we could experience difficulties in securing and successfully completing engagements and managing our business properly, which could harm our business prospects and results of operations.

 

 19 

 

 

Revenues from our performance-based engagements are difficult to predict, and the timing and extent of recovery of our costs is uncertain.

 

From time to time, primarily in our corporate advisory services and strategic planning practices, we enter into engagement agreements under which our fees include a significant performance-based component. Performance-based fees are contingent on the achievement of specific measures, such as our clients meeting cost-saving or other contractually defined goals. The achievement of these contractually defined goals is often impacted by factors outside of our control, such as the actions of our client or third parties. Because performance-based fees are contingent, revenues on such engagements, which are recognized when all revenue recognition criteria are met, are not certain and the timing of receipt is difficult to predict and may not occur evenly throughout the year. Should performance-based fee arrangements represent a greater percentage of our business in the future, we may experience increased volatility in our working capital requirements and greater variations in our quarter-to-quarter results, which could affect the price of our ordinary shares. In addition, an increase in the proportion of performance-based fee arrangements may offset the positive effect on our operating results from increases in our utilization rate or average billing rate per hour.

 

Developments in the social, political, regulatory and economic environment in the countries where we operate, may have a material and adverse impact on us.

 

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. For example, we have considerable operations in Malaysia, and negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Although the overall economic environment in Malaysia and other countries where we operate appear to be positive, there can be no assurance that this will continue to prevail in the future.

 

We have only a limited ability to protect our intellectual property rights, which are important to our success.

 

Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services may offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property rights. The steps we take in this regard may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.

 

Our operations and sales have been adversely impacted by the COVID-19 pandemic, and we must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of COVID-19 and the related widespread public health crisis.

 

In December 2019, a disease stemming from a novel coronavirus (COVID-19) was reported in China. In January 2020, the World Health Organization (WHO) declared it a Public Health Emergency of International Concern, and in March 2020 the WHO declared it a global pandemic. The COVID-19 pandemic is impacting worldwide economic activity and financial markets, significantly increasing economic volatility and uncertainty. In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, as well as government mandates, we took precautionary measures intended to minimize the risk of the virus to our employees, our clients, and our suppliers, which could negatively impact our business. The spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as we determine are in the best interests of our employees, clients and other business partners. We have had to change our remote work and travel policies accordingly as part of our response to the pandemic.

 

We continue to monitor the situation and may adjust our current policies as more information and public health guidance becomes available. Temporarily suspending meetings and travel and not doing business in person may continue to negatively affect our client support, sales and marketing efforts, challenge our ability to enter into client contracts in a timely manner and create operational or other challenges, any of which could cause material harm our business and results of operations. For instance, one of our clients had to call-off their listing plan on Nasdaq due to the disruption of their operation caused by the pandemic, which resulted in our loss of revenue amounting to USD1.53 million for year 2021. It is not possible at this time to estimate the long-term impact that COVID-19 could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

 

 20 

 

 

Foreign exchange rate fluctuations and controls could have a material adverse effect on our earnings and the strength of our balance sheet.

 

Since we generate revenues in Malaysia, we are exposed to fluctuations in the value of the RM. To the extent the United States Dollar increases in value relative to the RM, our margins may be adversely affected. Foreign exchange rates may also impact trade between countries as fluctuations in currencies may impact the value of goods as between two trading countries. We do not take actions to hedge against foreign exchange and transaction risks and are therefore exposed to the swing in the value of the RM. Consequently, short-term or long-term exchange rate movements or controls may have a material adverse effect on our business, financial condition, results of operations and liquidity.

 

Changes in tax laws, tax treaties as well as judgments and estimates used in the determination of tax-related asset (liability) and income (expense) amounts, could materially adversely affect our business, financial condition and results of operations.

 

We operate in jurisdictions and may be subject to the tax regimes and related obligations in the jurisdictions in which we operate or do business. Changes in tax laws, bilateral double tax treaties, regulations and interpretations could adversely affect our financial results. The tax rules of the various jurisdictions in which we operate or conduct business often are complex, involve bilateral double tax treaties and are subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken, may assess taxes where we have not made tax filings, or may audit the tax filings we have made and assess additional taxes. Such assessments, either individually or in the aggregate, could be substantial and could involve the imposition of penalties and interest. For such assessments, from time to time, we use external advisors. In addition, governments could impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely impact our results, financial condition and liquidity. Additionally, our provision for income taxes and reporting of tax-related assets and liabilities require significant judgments and the use of estimates. Amounts of tax-related assets and liabilities involve judgments and estimates of the timing and probability of recognition of income, deductions and tax credits. Actual income taxes could vary significantly from estimated amounts due to the future impacts of, among other things, changes in tax laws, regulations and interpretations, our financial condition and results of operations, as well as the resolution of any audit issues raised by taxing authorities.

 

Risks Related to investing in a foreign private issuer and BVI Company

 

We may not be able to pay any dividends on our ordinary shares in the future due to BVI law.

 

Under BVI law, we may only pay dividends to our shareholders if the value of our assets exceeds our liabilities and we are able to pay our debts as they become due. We cannot give any assurance that we will declare dividends of any amounts, at any rate or at all in the future. Future dividends, if any, will be at the discretion of our Board of Directors, and will depend upon our results of operations, cash flows, financial condition, payment to us of cash dividends by our subsidiaries, capital needs, future prospects and other factors that our directors may deem appropriate.

 

As the rights of shareholders under British Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.

 

Our corporate affairs will be governed by our memorandum and articles of association, the BVI Business Companies Act, 2004 (as amended), referred to below as the “BVI Act”, and the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are governed by the BVI Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are largely codified in the BVI Act, but are potentially not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. As a result of all of the above, holders of our shares may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company.

 

 21 

 

 

British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.

 

Shareholders of British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a British Virgin Islands company could, however, bring a derivative action in the British Virgin Islands courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defences that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

 

The laws of the British Virgin Islands may provide less protection for minority shareholders than those under U.S. law, so minority shareholders may have less recourse than they would under U.S. law if the shareholders are dissatisfied with the conduct of our affairs.

 

Under the laws of the British Virgin Islands, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the British Virgin Islands for business companies is limited.

 

We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those of a U.S. issuer.

 

Upon consummation of this offering, we will report under the Exchange Act, as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to provide as detailed disclosure as a U.S. registrant, particularly in the area of executive compensation. It is possible that some investors may not be as interested in investing in our ordinary shares as the securities of a U.S. registrant that is required to provide more frequent and detailed disclosure in certain areas, which could adversely affect our share price.

 

As a foreign private issuer and as permitted by the listing requirements of Nasdaq, we may follow certain BVI corporate governance rules instead of certain corporate governance requirements of Nasdaq.

 

As a foreign private issuer, we may follow certain of our home country corporate governance rules instead of certain corporate governance requirements of Nasdaq. For example, we are exempt from Nasdaq regulations that require a listed U.S. company to:

 

have a majority of the board of directors consist of independent directors as such term is defined by Nasdaq;

 

have nominating and compensations committees that are fully independent, as defined by Nasdaq;

 

solicit proxies and provide proxy statements for all shareholder meetings; and

 

seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares.

 

To the extent we determine to follow BVI corporate governance practices instead of Nasdaq governance requirements applicable to domestic issuers, you may not have the same protections afforded to shareholders of companies that are subject to these Nasdaq requirements.

 

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

 

In order to maintain our current status as a foreign private issuer, either (1) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC rules and the Nasdaq Capital Market’s listing standards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified Board members.

 

 22 

 

 

We are a BVI-incorporated company with substantially all of our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers.

 

We are incorporated under the laws of the British Virgin Islands, and our directors are residents outside the United States. Moreover, substantially all of our consolidated assets are located outside the United States, primarily Malaysia but also elsewhere in Southeast Asia. In addition, our directors or our executive officers do not reside in the British Virgin Islands. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, substantially all of the consolidated assets owned by us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States.

 

There is no treaty in force between the United States, on the one hand, and Malaysia or the British Virgin Islands, on the other hand, providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Malaysia or the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability of the federal securities laws of the United States would be recognized or enforceable in Malaysia or the British Virgin Islands. In addition, holders of book-entry interests in our shares (for example, where such shareholders hold our shares indirectly through the Depository Trust Company) will be required to be registered shareholders as reflected in our register of members in order to have standing to bring a shareholder action and, if successful, to enforce a foreign judgment against us, our directors or our executive officers in the British Virgin Islands. The administrative process of becoming a registered shareholder could result in delays prejudicial to any legal proceedings or enforcement action. Consequently, it may be difficult for investors to enforce judgments against us, our directors or our officers judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.

 

Our corporate affairs are governed by our memorandum and articles of association and by the laws governing companies incorporated in the British Virgin Islands. The rights of our shareholders and the responsibilities of our Board members under BVI law may be different from those applicable to a corporation incorporated in the United States in material respects. Principal shareholders of BVI companies do not owe fiduciary duties to minority shareholders, as compared, for example, to controlling shareholders in corporations incorporated in Delaware. Our public shareholders may have more difficulty in protecting their interests in connection with actions taken by our management, our Board members or our principal shareholders than they would as shareholders of a corporation incorporated in the United States.

 

In addition, only persons who are registered as shareholders in our register of shareholders are recognized under BVI law as shareholders of our Company. Only registered shareholders have legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Investors in our shares who are not specifically registered as shareholders in our register of members (for example, where such shareholders hold shares indirectly through the Depository Trust Company) are required to become registered as shareholders in our register of members in order to institute or enforce any legal proceedings or claims against us, our directors or our executive officers relating to shareholder rights. Holders of book-entry interests in our shares may become registered shareholders by exchanging their book-entry interests in our shares for certificated shares and being registered in our register of members. Such process could result in administrative delays which may be prejudicial to any legal proceeding or enforcement action.

 

 23 

 

 

Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, under British Virgin Island law our directors may allot and issue new ordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion.

 

Subject to the general authority to allot and issue new ordinary shares provided by our shareholders and BVI laws, we may allot and issue new ordinary shares on such terms and conditions and for such purposes as may be determined by our Board in its sole discretion. Any additional issuances of new ordinary shares may dilute our shareholders’ percentage ownership interests in our ordinary shares and/or adversely impact the market price of our ordinary shares.

 

We may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

 

The rules governing passive foreign investment companies (“PFICs”) can have adverse effects for U.S. federal income tax purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. The determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to relate, in part, to (a) the market price of our ordinary shares and (b) the composition of our income and assets, which will be affected by how, and how quickly, we spend any cash that is raised in any financing transaction. Moreover, our ability to earn specific types of income that we currently treat as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Because the value of our assets for purposes of determining PFIC status will depend in part on the market price of our ordinary shares, which may fluctuate significantly. We do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, there can be no assurance that we will not be considered a PFIC for any taxable year.

 

If we are a PFIC, a U.S. Holder (defined below) would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund (“QEF”) or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. We do not intend to comply with the reporting requirements necessary to permit U.S. Holders to elect to treat us as a QEF. If a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, the U.S. Holder is in its U.S. federal taxable income an amount reflecting any year end increase in the value of its ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.

 

Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to the ordinary shares.

 

 24 

 

 

If tax authorities were to successfully challenge our transfer pricing, there could be an increase in our overall tax liability, which could adversely affect our financial condition, results of operations and cash flows. In addition, the tax laws in the jurisdictions in which we operate are subject to differing interpretations. Tax authorities may challenge our tax positions, and if successful, such challenges could increase our overall tax liability. In addition, the tax laws in the jurisdictions in which we operate are subject to change. We cannot predict the timing or content of such potential changes, and such changes could increase our overall tax liability, which could adversely affect our financial condition, results of operations and cash flows.

 

Risks Related to this Offering and Ownership of the Ordinary Shares

 

We will likely not pay dividends in the foreseeable future.

 

Dividend policy is subject to the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements and other factors. There is no assurance that our Board of Directors will declare dividends even if we are profitable. Under BVI law, we may only pay dividends if we are solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in the common course of business; and the value of assets of our Company will not be less than the sum of our total liabilities.

 

There has been no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our ordinary shares fluctuates after this offering, you could lose a significant part of your investment.

 

Prior to this offering, there has not been a public market for our ordinary shares. We cannot predict the extent to which investor interest in our Company will lead to the development of an active trading market on the Nasdaq Capital Market, or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our ordinary shares that you buy Further, the market price of our ordinary shares may be materially and adversely affected if an active trading market does not develop.

 

The initial public offering price for the ordinary shares will be determined by negotiations between us and the underwriter and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our ordinary shares at prices equal to or greater than the price paid by you in this offering.

 

Market prices for securities of new public companies have historically been particularly volatile in response to various factors, some of which are beyond our control. As a result of this volatility, you may not be able to sell your ordinary shares at or above the initial public offering price in this offering. Some of the factors that may cause the market price for our ordinary shares to fluctuate include:

 

·Actual or anticipated fluctuations in our key operating metrics, financial condition and operating results;
·Actual or anticipated changes in our growth rate;
·Announcements by us or our competitors of significant services, contracts, acquisitions or strategic alliances;
·Our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected;
·Changes in estimates of our financial results or recommendations by securities analysts;
·Changes in market valuations of similar companies;
·Changes in our capital structure, such as future issuances of securities or the incurrence of debt;
·Regulatory developments in BVI, Malaysia, the United States or other countries;
·Actual or threatened litigation involving us or our industry;
·Additions or departures of key personnel;
·A change in control of the Company;
·Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
·Further issuances of ordinary shares by us;
·Sales of ordinary shares by our shareholders;
·Repurchases of ordinary shares; and
·Changes in general economic, industry and market conditions.

 

 25 

 

 

In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies. These fluctuations may be even more pronounced in the trading market for our shares shortly following this offering. If the market price of our ordinary shares after this offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources, and harm our business, operating results and financial condition. In addition, recent fluctuations in the financial and capital markets have resulted in volatility in securities prices.

 

The price of our ordinary shares may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.

 

The trading price of our ordinary shares following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our ordinary shares following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our ordinary shares, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine; and the other factors described in this section of the prospectus captioned “Risk Factors.” 

 

Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our ordinary shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our ordinary shares. 

 

In addition to the risks addressed above under “There has been no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our ordinary shares fluctuates after this offering, you could lose a significant part of your investment,” and “[t]he price of our ordinary shares may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors,” our ordinary shares may be subject to rapid and substantial price volatility. We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares. Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our ordinary shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.

 

In addition, if the trading volumes of our ordinary shares are low, persons buying or selling in relatively small quantities may easily influence prices of our ordinary shares. This low volume of trades could also cause the price of our ordinary shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our ordinary shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our ordinary shares. As a result of this volatility, investors may experience losses on their investment in our ordinary shares. A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our ordinary shares will develop or be sustained. If an active market does not develop, holders of our ordinary shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

 

As a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

 

As a company incorporated in the BVI that is expected to be listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Corporate governance practices in the BVI, which is our home country, do not require (i) a majority independent board of directors; the establishment of a nominating and corporate governance committee (or having director nominations made by all independent directors); (ii) the establishment of a compensation committee; or (iii) the audit committee to be comprised of three directors, which are all Nasdaq corporate governance listing standards. Currently, we do not plan to rely on the home country practice with respect to our corporate governance after we complete this offering. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. Notwithstanding the foregoing, we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval.

 

If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business and the price of our ordinary shares.

 

An entity will generally be deemed an “investment company” under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”) if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We believe that we are engaged primarily in the business of providing business and technology consulting services and not in the business of investing, reinvesting or trading in securities. We hold ourselves out as a business consulting firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. In that respect, we do not believe that we fall within the definition of an ‘‘investment company’’ under the 1940 Act because substantially all of our revenue has come from consulting fees and other factors such as the history of the Company, how the Company has represented itself in the marketplace and the lack of investing expertise by almost all of senior management.

 

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact business with affiliates, could make it impractical for us to continue our business as currently conducted and would have a material adverse effect on our business, financial condition, results of operations and the price of our ordinary shares. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registration and other requirements on the 1940 Act. 

 

Our founding shareholder and Victor Hoo our Chairman and Chief Executive Officer, will beneficially own 51.1% of our outstanding ordinary shares after this offering and, together with his spouse, will beneficially own 64.1% of our outstanding ordinary shares after this offering, and this concentration of ownership and voting power will limit your ability to influence corporate matters.

 

Following this offering, Victor Hoo, our Chairman and Chief Executive Officer, will continue to control our Company through his beneficial ownership of 51.1% of our outstanding ordinary shares and, together with his spouse, Karen Liew, our Executive Director, beneficially own 64.1% of our outstanding ordinary shares after this offering. As a result, so long as Victor Hoo beneficially owns more than 50% of the outstanding ordinary shares he will be able to effectively control our decisions and will be able to elect a majority of the members of our board of directors. Victor Hoo will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses, and may cause us to make acquisitions that increase the amount of our indebtedness or number of outstanding shares of our capital stock.

 

As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

 

Upon the completion of this offering, Victor Hoo, our Chairman and Chief Executive Officer will beneficially own voting stock that provides him with approximately 50.1% of our outstanding ordinary shares (approximately 49.0% if the over-allotment option is exercised in full) and we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC.

 

As long as Mr. Hoo owns in excess of 50% of our ordinary shares, we will be a “controlled company” as defined under the listing rules of The Nasdaq Stock Market LLC.

 

For so as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

 

an exemption from the rule that a majority of our board of directors must be independent directors;

 

an exemption from the rule that the compensation of our CEO must be determined or recommended solely by independent directors; and

 

an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

 

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

 

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

 

Our Memorandum and Articles of Association contains anti-takeover provisions which may discourage a third-party from acquiring us and adversely affect the rights of holders of our ordinary shares.

 

Our Memorandum and Articles of Association contain certain provisions that could limit the ability of others to acquire control of our company, including provisions that:

 

·institute a staggered board of directors and restrictions on our shareholders to fill a vacancy on the board of directors;
·impose advance notice requirements for shareholder proposals and meetings; and
·expressly provide that the business and affairs of the Company shall be managed by, or under the direction or supervision of, the board of directors – and that the board of directors have all powers necessary for managing, and for directing and supervising, the business and affairs of the Company.

 

These anti-takeover defences could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions that you desire.

 

 26 

 

 

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our ordinary shares and our trading volume could decline.

 

The trading market for our ordinary shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrades our ordinary shares or publishes inaccurate or unfavorable research about our business, the price of our ordinary shares would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our ordinary shares could decrease, which might cause the price of our ordinary shares and trading volume to decline.

 

Future sales of ordinary shares, or the perception of such future sales, by some of our existing shareholders could cause our share price to decline.

 

The market price of our ordinary shares could decline as a result of sales of a large number of shares of our ordinary shares in the market or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the future at a time and at a price that we deem appropriate.

 

New investors in our ordinary shares will experience immediate and substantial dilution after this offering.

 

The initial public offering price of our ordinary shares will be substantially higher than the pro forma net tangible book value per share of the outstanding ordinary shares immediately after this offering. Based on an assumed initial public offering price of $5.00 per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of June 30, 2022 if you purchase our ordinary shares in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately $3.81 per share in pro forma net tangible book value. See “Dilution.”

 

In the future, our ability to raise additional capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required, could impair our business.

 

While we currently anticipate that our available funds will be sufficient to meet our cash needs for at least the next 12 months, we may need or elect to seek, additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per-share value of our ordinary shares could decline. If we engage in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

 

·fund our operating capital requirements as we grow;
·retain the leadership team and staff required; and
·repay our liabilities as they come due.

 

We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

 

Currently we report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

 

 27 

 

 

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any December 31 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

 

We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

 

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and results of operations. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company,” as defined by the JOBS Act. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and results of operations.

 

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business could be adversely affected.

 

 28 

 

 

As a result of disclosure of information as a public company, our business and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business operations and financial results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business operations and financial results. These factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and Board members.

 

We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance on the terms that we would like. As a result, it may be more difficult for us to attract and retain qualified people to serve on our Board, our Board committees or as executive officers.

 

If we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting, our share price and investor confidence could be materially and adversely affected.

 

We are required to maintain both disclosure controls and procedures and internal control over financial reporting that are effective. Because of their inherent limitations, internal control over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions. The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and financial results, which could also negatively impact our stock price and investor confidence.

 

If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary shares.

 

In conjunction with this offering, we are applying to list our ordinary shares on Nasdaq simultaneously with the closing of this offering. In order to obtain and maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum shareholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. If Nasdaq were to delist our ordinary shares, it would be more difficult for our shareholders to dispose of our ordinary shares and more difficult to obtain accurate price quotations on our ordinary shares. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our ordinary shares are not listed on a national securities exchange.

 

We have broad discretion over the use of proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

 

Our management will have broad discretion in the application of the net proceeds from this offering and, as a result, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds in ways that not all shareholders approve of or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business.

 

If a limited number of participants in this offering purchase a significant percentage of the offering, the effective public float may be smaller than anticipated and the price of our ordinary shares may be volatile which could subject us to securities litigation and make it more difficult for you to sell your shares.

 

As a company conducting a relatively small public offering, we are subject to the risk that a small number of investors will purchase a high percentage of the offering. While the underwriter is required to sell shares in this offering to at least 300 round lot shareholders (a round lot shareholder is a shareholder who purchases at least 100 shares) in order to ensure that we meet the Nasdaq initial listing standards, we have not otherwise imposed any obligations on the underwriter as to the maximum number of shares they may place with individual investors. If, in the course of marketing the offering, the underwriter was to determine that demand for our shares was concentrated in a limited number of investors and such investors determined to hold their shares after the offering rather than trade them in the market, other shareholders could find the trading and price of our shares affected (positively or negatively) by the limited availability of our shares. If this were to happen, investors could find our shares to be more volatile than they might otherwise anticipate. Companies that experience such volatility in their share price may be more likely to be the subject of securities litigation. In addition, if a large portion of our public float were to be held by a few investors, smaller investors may find it more difficult to sell their shares.

 

 29 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Regulation.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

 

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

 

·our future business development, financial condition and results of operations;
·our holding company structure;
·our ability to attract new clients and maintain our relationship with our current clients;
·our ability to attract and retain skilled workers;
·loss of our key management and employees;
·the duration and impact of the COVID-19 pandemic;
·difficulties we may encounter as our business expands into new markets;
·risks inherent in operating in foreign jurisdictions;
·any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements;
·the perceived strength of our brands;
·intense competition within our industry;
·a natural disaster, global pandemic or other disruption at our operations;
·the impact on our results of possible fluctuations in interest rates, foreign currency exchange rates, costs and taxes;
·significant legal proceedings, claims, lawsuits or government investigations;
·increases in income tax rates or changes in income tax laws;
·general industry, economic and business conditions; and
·any failure to maintain effective internal control over financial reporting or disclosure controls or procedures.

 

These forward-looking statements are subject to various and significant risks and uncertainties, including those which are beyond our control. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this prospectus and the documents that we refer to herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. We disclaim any obligation to update our forward-looking statements, except as required by law.

 

 30 

 

 

This prospectus contains certain data and information that we obtained from various government and private publications, including industry data and information and industry statistics from various publicly available sources. Statistical data in these publications may also include projections based on a number of assumptions. If any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

 

USE OF PROCEEDS

 

Assuming a public offering price of $5.00 per share (the midpoint of the price range on the cover page of this prospectus), we estimate that the net proceeds to us from the sale of our ordinary shares in this offering will be approximately $6,602,000 (assuming no exercise of the over-allotment option) after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed public offering price will increase (decrease) the net proceeds to us from this offering by approximately $0.92assuming the maximum number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

We plan to use the net proceeds from this offering for (i) general working capital (30%); (ii) business and team expansion by recruiting more professional consultants across different industries (30%); and (iii) specific industry-focused acquisition (40%). With respect to the Company’s industry-focused acquisitions, the Company plans to (i) purchase at least a majority interest in businesses it targets and not the assets of such businesses (other than substantially all of the assets of such businesses) and (ii) purchase businesses that can support its consulting business, including but not limited businesses from the technology and software development industry, the investor relations/public relations industry, and the digital marketing and branding industry. We have not currently identified any targets for acquisition.

 

Pending use of proceeds from this offering, we intend to invest the proceeds in bank accounts, short-term, interest-bearing, investment-grade instruments, or hold as cash.

 

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Risk Factors.”

 

DIVIDEND POLICY

 

We currently anticipate that we will retain any future earnings for the operation and expansion of our business. Accordingly, we do not currently anticipate declaring or paying any cash dividends on our ordinary shares for the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on then existing conditions. Under BVI law, the directors of the company can approve a distribution at any time and of such amount as they think fit, provided that the resolution of directors authorizing the distribution must include a Solvency Statement that, in the opinion of the directors, the company will, immediately after the distribution, satisfy the solvency test set out in the BVI Business Companies Act, 2004, being that:

 

i.the value of the company’s assets exceeds its liabilities; and
ii.the company is able to pay its debts as they fall due.

 

 31 

 

 

CAPITALIZATION

 

The following tables sets forth our cash and cash equivalents and our total capitalization as of June 30, 2022 as follows:

 

  · on an actual basis at June 30, 2022; and

  ·

on a pro forma basis to reflect the (i) issuance of 776,159 shares to accredited investors at an average price of $3.42 from July 13, 2022 to February 28, 2023 and (ii) 688,245 shares Exchange Listing, LLC pursuant to their consulting agreement with the Company; and

  · on a pro forma, as adjusted basis upon consummation of this initial public offering, adjusted to reflect the pro forma adjustments above, plus (i) the sale of 1,600,000 ordinary shares in this offering, at an assumed initial public offering price of $5.00 per ordinary share, after deducting the underwriter’s discounts commissions and estimated offering expenses payable by us;  (ii) the issuance of 380,000 ordinary shares in aggregate to certain of our executive officers and employees upon pursuant to their employment agreements and (iii) 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

  

The adjustments reflected below are subject to change and are based upon available information and certain assumptions that we believe are reasonable. Total shareholders’ equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this capitalization table in conjunction with “Use of Proceeds,” “Summary Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

 

    Six Months Ended June 30, 2022  
    Actual     Pro forma,     Pro forma,
as adjusted
(1)
 
Cash and cash equivalents     388,859       25,200,955     $ 31,802,955  
Capitalization:                        
Long-term debt:   $ 1,923,773       1,923,773     $ 1,923,733  
Shareholders’ equity:                        
33,636,100   ordinary shares issued and outstanding on an actual
basis, 35,100,504 ordinary shares issued and outstanding on a pro forma basis and 37,137,244 ordinary shares issued and outstanding on a pro forma, as adjusted basis
    643,330       25,455,406       32,815,406  
Accumulated other comprehensive income (loss)     (952,869 )     (952,869 )     (952,869) )
Reserve     1,482,146       1,482,146       1,482,146  
Retained Earnings     5,983,860       5,983,860       5,983,860  
Total shareholders’ equity     7,156,467       31,968,543       39,328,543  
Total capitalization     9,080,240       33,892,316       41,252,276  

 

(1)Includes (i) 380,000 ordinary shares to be issued to certain of our Senior executives upon the listing of our ordinary shares on Nasdaq and (ii) 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

 

Each $1.00 increase (decrease) in the assumed public offering price of $5.00 per share (the midpoint of the price range on the cover page of this prospectus) will increase (decrease) the amount of total assets by approximately $1.47 million and total capitalization on a pro forma as adjusted basis by approximately $1.47 million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriter discounts and estimated offering expenses payable by us. We may also increase or decrease the number of ordinary shares we are offering.

 

The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

The number of ordinary shares outstanding as of June 30, 2022, as shown above, is based on 33,636,100 ordinary shares issued to shareholders in the Company as of that date.

 

 32 

 

 

DILUTION

 

If you invest in our ordinary shares, your interest will be immediately diluted $3.9419 per ordinary share, representing the difference between the public offering price per ordinary share and our pro forma, as adjusted net tangible book value per ordinary share of $1.0581 as of June 30, 2022, after giving effect to this offering and an assumed initial public offering price of $5.00 per ordinary share. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the pro forma book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

 

Our net tangible book value as of June 30, 2022 was $7,156,467 or $0.2128 per ordinary share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting pro forma net tangible book value per ordinary share, after giving effect to the proceeds we will receive from this offering, from the assumed initial public offering price of $5.00 per ordinary share, the midpoint of the range set forth on the cover page of this prospectus and after deducting underwriter discounts and commissions and estimated offering expenses payable by us.

 

Without taking into account any other changes in pro forma net tangible book value after June 30, 2022, other than to give effect to the sale of the ordinary shares offered in this offering at the assumed initial public offering price of $5.00 per ordinary share, which is based on the estimated initial public offering price set forth on the cover page of this prospectus and after deduction of the underwriter discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2022 would have been approximately $39,328,543 or $1.059 per ordinary share. This represents an immediate increase in pro forma net tangible book value of $1.059 per ordinary share to the existing shareholders and an immediate dilution in pro forma net tangible book value of $3.9410 per ordinary share to investors purchasing our ordinary shares in this offering.

 

The following table illustrates such dilution:

 

    Per
Ordinary Share
 
      ($)          
Assumed initial public offering price per ordinary share   $ 5.00       $    
Historic net tangible book value per ordinary share as of June 30, 2022   $ 0.2128     $    
Pro forma increase in net tangible book value per share as of June 30, 2022 before giving effect to this offering   $ 0.6982     $    
Pro forma net tangible book value per share as of June 30, 2022   $ 0.9109     $    
Pro forma as adjusted net tangible book value per share after giving effect to this offering   $ 1.059     $    
Pro forma as adjusted dilution per share to investors participating in this offering   $ 3.9410     $    

 

Each $1.00 increase (decrease) in the assumed public offering price of $5.00 per share (the midpoint of the price range on the cover page of this prospectus) will increase (decrease) our pro forma as adjusted net tangible book value per share and the dilution to new investors by $0.9604 per share, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriter discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

 33 

 

 

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2022, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid before deducting the underwriter discounts and commissions and estimated offering expenses.

 

    Ordinary Shares
Purchased
    Total Consideration     Average
Price Per
Ordinary
 
    Number     Percent     Amount     Percent     Share  
Existing shareholders (Issued)     35,537,244       95.7       $25,455,406       76.09       0.72  
New investors     1,600,000       4.3       $8,000,000       23.91       5  
Total     37,137,244       100       $33,455,406       100       0.90  

 

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.

 

The number of ordinary shares outstanding as of June 30, 2022, as shown above, is based on 33,636,100 ordinary shares issued to shareholders as of that date plus (i) 776,159 shares subsequently issued to accredited investors at an average price of $3.42 from July 13, 2022 to February 28, 2023; (ii) 688,245 shares subsequently issued to Exchange Listing pursuant to their consulting agreement; (iii) 380,000 ordinary shares to be issued to certain of our executives and employees upon the listing of the ordinary shares; and (iv) 56,740 shares to be issued to Exchange Listing pursuant to the anti-dilution clause in their consulting agreement.

 

To the extent that additional options or other securities are issued under our equity incentive plans, or we issue additional ordinary shares in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital through the sale of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent we issue additional ordinary shares or other equity or convertible debt securities in the future, there will be further dilution to investors participating in this offering.

 

 34 

 

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in “Selected Historical Consolidated Financial Data” and our historical consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Unaudited Condensed Consolidated Financial Information.” We assume no obligation to update any of these forward-looking statements.

 

Overview

 

We are a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating values by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.

 

Since our inception in 2013, we have been delivering our services to companies around the world ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore and the United States. Throughout the years, we have conducted numerous engagements and successfully advised our clients on resolving issues surrounding listing strategies, restructuring, investor relations, and technology development. We have also worked on engagements with a few of Malaysia’s largest market capitalization companies listed on the Bursa Stock Exchange.

 

Despite the pandemic-led economic disruptions, we have generated approximately RM47.5 million (USD11.4 million) of revenues for the year ended 31 December 2021, representing a compound annual growth rate in our revenues of 92% over the last fiscal years. Our Business Strategy Consultancy arm, being the main revenue generator, independently contributed 57% of our total revenue in the year 2021. Our ability to anticipate market changes early in their cycles coupled with our continued efforts to deliver strategies and solutions to help our clients adapt, transform, and thrive, and capitalize on opportunities during volatile times explain the tremendous surge in the demand for our services. We anticipate continuing growth in demand for our services given the bumpy market conditions following the supply-chain disruptions and Russian-Ukraine War.

 

Segments

 

We have organized our consulting services into the following 3 main segments:

 

Business Strategy Consultancy – We focus on listing solutions, investors relations and boardroom strategies consultancy. We have established a diverse local and international clientele, providing them our services in both local and cross-border listings. Our roles begin from pre-listing diagnosis and planning to the finalization of the entire listing process. To better serve our clients, we extended our services line to include investor relations consultation, where we help our clients effectively handle investors’ expectations and manage communications. Further, we also offer services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our consulting services have successfully propelled our clients’ businesses to the next level with strategic options, including mergers and acquisitions, initial public offerings, restructuring and transformation.

 

Technology Consultancy – Our technology consultancy arm specializes in delivering cost-effective and bespoke digital development and software solutions. With our team of technology experts and established relationships with industry pioneers, we continually seek better and innovative ways to serve our clients. We offer software solutions that include artificial intelligence, analytics, and robotics, and provide a wide range of blockchain technology solutions. We are invested in leveraging the advancement of technology to help clients’ businesses and organizations not only grow but thrive. Besides customising software solutions that meet the needs of every client, we also deliver invaluable insights to help our clients make better business decisions and strategies.

 

 35 

 

  

Information

 

VCI Global was incorporated under the laws of the British Virgin Islands with its operations headquartered in Malaysia. Information contained on our website (https://v-capital.co/.) is not a part of this prospectus.

 

The Impact of the COVID-19 Pandemic

 

In March 2020, the World Health Organization (WHO) declared the spread of coronavirus a global pandemic. With the uncontainable spread of the virus, a clear ripple effect on economies has resulted in market ambiguity. The pandemic has left its mark across the global economy, workforces, and clients, and has significantly disrupted industries, including the global management consulting industry. As a result, projects were either delayed, the scope reduced or were terminated altogether, affecting revenue.

 

The ripple effect on the economy has undoubtedly impacted the performance of our listing consultancy segment as some of our clients had their listing plans halted halfway. For instance, one of our clients had to call-off their listing plan on Nasdaq due to the disruption of their operation caused by the pandemic. The extent to which the pandemic impacts our business depends highly on the uncertainty and the unpredictability of the future which include:

 

the emergence of new variants
the efficacy of vaccines against COVID-19 and other variants
the duration and the severity of the spread of the outbreak
the regulatory responses to the outbreak and its implications
the severity and the evolution of travel restrictions
the global effort to contain the outbreak and the impact of the pandemic
the impact of the pandemic on local and international capital and financial markets
other business disruptions that affect our workforce

 

The spread of the coronavirus has changed the way we operate. We have adapted to the new reality by implementing new arrangements from employee travel and hybrid work to cancellation of physical participation in certain meetings, events and conferences. We would take further actions as required or recommended by the government authorities and as we deem necessary for the best interests of our employees, clients and other business partners.

 

Reshaping Business Strategy:

 

As we adapt to the new post COVID-19 reality, we have taken a few initiatives to realign our business strategies, to mitigate the impact of the pandemic on our business as the pandemic shows no signs of abating. To beef up crisis management, we deviated from the traditional ways of operating. In the past, our operations depended heavily on travel and in-person meetings with clients, and we worked on very stringent timelines for all our engagements. With our new work-from-home and travel policies, our employees can work from home and virtual meetings are conducted with our local and overseas clients – minimizing our employees’ exposure to the virus. Moreover, working remotely does not affect our business operations as the nature of business consultancy is not restricted to the physical workplace.

 

 36 

 

 

The pandemic is truly a test of organizational agility. Along with other companies across an array of industries, we were quick to adapt business strategies to the changing market and customer needs. Remote work is implemented while business travels are either reduced or halted. Our expertise in digital solutions gives us a distinct advantage to help clients adapt to the changing needs of work and increase adoption of digitalization to boost engagement, and to establish a digital-first culture.

 

The unprecedented pandemic also calls for innovation and a revamp of strategies. The pandemic will change how companies become successful, as they will struggle to get resources to drive innovation in an organic manner. We encourage innovative approaches, identify new opportunities, build a foundation for growth, and act on post-crisis environments.

 

The Consulting Industry’s Post-Pandemic Reality: Unlocking New Opportunities

 

Despite the negative impact on the global economy, the pandemic has created some interesting opportunities for us. For instance, some clients are seeking guidance and expertise to map out future strategies and business scenarios. They are also reaching out to consultants to restructure their operations to become digital-first, to ensure business continuity, and to build resilience against any future disruptions.

 

Financial Condition

 

Key Components of Results of Operations

 

Revenue

 

   2020   2021   Change   30 June 2021   30 June 2022   Change 
   RM   RM   USD   %   RM   RM   USD   % 
Business strategy consultancy fee   3,648,406    27,308,368    6,540,926    87    16,749,365    11,359,388    2,577,286    (32)
Technology Development, Solutions and Consultancy   -    19,425,038    4,652,704    100    2,322,758    9,657,906    2,191,244    316 
Others   -    741,636    177,638    100    200,802    357,338    81,075    78 
Total   3,648,406    47,475,042    11,371,268    92    19,272,925    21,374,632    4,849,605    

11

 

 

We derive our revenues from business strategy consultancy and technology consultancy. The above table sets forth a breakdown of our revenue in absolute amount and the changes in percentage from year ended 31 December, 2020 to year ended 31 December, 2021 and the six months ended June 30, 2021 and 2022.

 

The Group’s revenue has significantly increased in 2021 as compared to 2020 due to the expansion of our businesses. In addition to our main revenue generator – business strategy consultancy, we also offered technology consultancy to our existing and new clients. Given the increased client base and more demands for our services, we managed to increase our total revenue by 92% as compared to year ended 31 December, 2020.

 

The Group’s revenue has increased by approximately RM2.1 million (USD476,000) or 9.8% from approximately RM19.3 million for the six months ended June 30, 2021, to approximately RM21.4 million (USD4.85 million) for the six months ended June 30, 2022. Such an increase was mainly attributable to the growth and expansion of both the business and technology divisions.

 

 37 

 

 

Other Income

 

   2020   2021   Change   30 June 2021   30 June 2022   Change 
   RM   RM   USD   %   RM   RM   USD   % 
Interest income   -    1,571    376    100    1,227    22    5    (98)
Gain on disposal of property and equipment   -    -    -    -    -    1,891    429    100 
Wage subsidy   -    149,500    35,808    100    15,000    29,900    6,784    99 
Reimbursement income for expenses incurred   402,250    127,784    30,608    (68)   104,731    77,989    17,694    (26)
Total   402,250    278,855    66,792    (31)   120,958    109,802    24,912    (5)

 

The Wage Subsidy Program (“WSP”) is a financial assistance introduced in Malaysia paid to employers of every enterprise, for each worker earning RM4,000 and below and for a period of six months only. The purpose of the WSP is to help employers affected by COVID-19 pandemic to be able to continue the companies’ operations and prevent employees from losing their jobs and source of income.

 

Reimbursement income for expenses incurred in the year ended 2021 and six months ended June 30, 2021 and 2022 relates to the monthly out-of-pocket expenses charged by Imej Jiwa Communications Sdn Bhd to their clients for the investor relation services.

 

Cost of Services

 

   2020   2021   Change   30 June 2021   30 June 2022   Change 
   RM   RM   USD   %   RM   RM   USD   % 
Consultant fee   -    9,982,074    2,390,916    100    1,910,008    610,797    138,581    (68)
IT expenses   -    204,903    49,079    100    447,422    1,495,966    339,414    

234

 
Secondment of staff expenses   402,250    -    -    -    -    -    -    - 
Subscription fee   -    94,141    22,549    100    -    -    -    - 
Others   13,929    18,933    4,544    100    37,700    110,166    24,995    

192

 
Total   416,179    10,300,051    2,467,088    100    2,395,130    2,216,929    502,990    (7)

 

The significant increase in cost of services in year ended 31 December, 2021 as compared to 2020 is in line with the expansion of the Group businesses in both business consultancy as well as technology consultancy.

 

Cost of services incurred for the six months ended June 30, 2021 and 2022 are fairly similar. The significant difference is due to the Group’s prioritization in the expansion of technology division thus higher costs incurred, higher by approximately 70% in IT expenses for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. Similarly, the consultant fee has dropped by approximately 68% for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 due to such prioritization in technology division.

 

Employee Benefit Expenses

 

The Group’s employee benefit expenses increased significantly to RM3 million (USD 0.7 million) mainly from the spike of consultancy engagements, which leads to a higher staff recruitment in 31 December, 2021. We have also expanded our technology department to cater the increase in our existing and new clients.

 

The Group’s employee benefit expenses increased by approximately RM2.6 million (USD590k) or 54% from approximately RM2.2 million for the six months ended June 30, 2021 to approximately RM4.8 million (USD1.09 million) for the six months ended June 30, 2022. Such an increase was mainly attributable to the expansion of our business. The Group received more business and technology consultancy engagements thus leading to higher recruitment of staff.

 

Finance Costs

 

The Group’s finance costs of RM106,000.00 (USD26,000) in year ended December 31, 2021 are due to the inception of new bank borrowings and unredeemed preference shares.

 

The Group’s finance cost of RM8,685 (USD1,971) in the period ended June 30, 2022 is due to the continued servicing of its existing bank borrowings.

 

OTHER OPERATING EXPENSES

 

    2020     2021     Change     30 June 2021     30 June 2022     Change  
    RM     RM     USD     %     RM     RM     USD     %  
Regulatory compliance and statutory cost     15,131       130,100       31,162       760       28,016       134,197       30,447       379  
Regulatory consultancy fee     -       159,943       38,310       100       27,676       181,409       41,159       555  
Cost incurred to obtain licence     -       968,530       231,983       100       1,730       -       -       -  
Impairment of goodwill on consolidation     -       282,963       67,776       100       -       -       -       -  
Bad debt written off     -       123,502       29,581       100       905       -       -       -  
Bank charges     8,778       35,323       8,461       302       22,100       15,088       3,423       (32 )
Foreign exchange adjustment     3,463       1,002       240       (71 )     4,130       309,003       70,108       7382  
Marketing expenses     -       339,875       81,407       100       330,004       231,189       52,454       (30 )
Software and website usage fee     -       275,600       66,012       100       73,197       28,847       6,545       (61 )
Office expenses     1,346       197,206       47,235       14,551       70,642       406,022       92,121       475  
Preliminary expenses written off     -       11,692       2,800       100       8,033       11,283       2,560       40  
Recruitment fees     -       84,202       20,168       100       16,695       36,392       8,257       118  
Travelling expenses     410       102,605       24,576       24,926       24,970       121,236       27,507       386  
Net investment loss     -       285,260       68,326       100       814,913       -       -       -  
Total     29,128       2,997,803       718,037       10,192       1,423,011       1,474,666       334,581       4  

 

Other operating expenses in 2021 were significantly higher as compared to 2020 primarily due to higher regulatory compliance, regulatory consultancy, statutory cost, marketing expenses, software and website usage fee and office expenses as our Group’s business and operation were expanding aggressively. As the Group’s business expanded to education industry in 2021, we have also incurred significant cost in acquiring the license to operate our education arm. In 2021, we have also written off some bad debts and goodwill derived from acquiring Accuventure Sdn Bhd.

 

Other operating expenses as of June 30, 2022 were significantly higher as compared to June 30, 2021 primarily due to higher regulatory compliance, regulatory consultancy, marketing expenses, office expenses and travelling expenses as our Group’s business and operation were expanding aggressively. An increase in foreign exchange adjustment is due to higher USD exchange rate against MYR, 4.4075 as of June 30, 2022 as compared to USD rate against MYR, 4.1479 as of June 30, 2021.

 

 38 

 

 

Income Tax

 

The Group’s current taxation increased from RM0.87 million (USD0.21 million) in year 2020 to RM7.1 million (USD 1.7 million) due to the significant increase in the Group’s taxable income as compared to year 2020.

 

The Group’s current taxation decreased from RM3.4 million as of June 30, 2021, to RM284k (USD64,000) as of June 30, 2022 due to overprovision for taxes in 2021.

 

Segments Operations

 

Services from which reportable segments derive their revenues Information reported to the group’s chief operating decision maker (CODM) for the purposes of resource allocation and assessment of segment performance focuses on the types of services provided. Management has chosen to organise the group around differences in services. No operating segments have been aggregated in arriving at the reportable segments of the group.

 

Segment revenues and results

 

    Revenue     Net profit     For the Six months Ended  
    2020     2021     2020     2021     30 June 2021     30 June 2022  
    RM     RM     RM     RM     RM     RM  
Business strategy consultancy     3,648,406       27,308,368       3,601,972       11,425,338       12,271,117       7,402,672  
Technology Development, Solutions and Consultancy     -       19,425,038       -       15,737,127       910,051       5,225,361  
Others     -       741,636       -       325,679       (678,166 )     1,720,928  
Total     3,648,406       47,475,042       3,601,972       27,488,144       12,503,002       14,348,961  
Impairment on goodwill                     -       (282,963 )     -       -  
Foreign exchange adjustment                     -       (1,002 )     -       -  
Preliminary expenses written off                     -       (11,692 )     -       -  
Investment loss                     -       (285,260 )     -       -  
Interest income                     -       1,571       1,227       22  
Transition Loss                     -       -       -       (290,874 )
Incorporation costs                     -       -       -       (11,283 )
Wages subsidy                     -       149,500       -       -  
Profit before tax                     3,601,972       27,058,298       12,504,229       14,046,826  
Income tax expenses                     (872,882 )     (7,120,480 )     (3,430,000 )     (283,648 )
Profit for the year                     2,729,090       19,937,818       9,074,229       13,763,178  

  

Revenue reported above represents revenue generated from external customers, There were no inter-segment sales in 2020 and 2021 and for the six months ended June 30, 2021 and 2022.

 

The accounting policies of the reportable segments are the same as the group’s accounting policies described in Note 2. Segment profit represents the profit earned by each segment without allocation of central administration costs, finance income, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

 

Segment assets

 

   2020   2021   30 June 2022 
   RM   RM   RM   USD 
Business strategy consultancy   3,445,598    2,586,832    6,358,893    1,442,744 
Technology Development, Solutions and Consultancy   -    3,606,903    6,749,390    1,531,342 
Investments and others   -    37,251,225    33,571,979    7,617,012 
    3,445,598    43,444,960    46,680,262    10,591,098 
Unallocated assets   -    669,843    4,843,105    1,098,833 
Consolidated total assets   3,445,598    44,114,803    51,523,367    11,689,931 

 

No geographical segment information presented as group’s operations are conducted predominantly in Malaysia.

 

Discussion on Certain Key Items on the Consolidated Statements of Financial Position

 

The following table sets forth certain key information from our consolidated statements of financial position as of the dates indicated. This information should be read together with our consolidated financial statements and the related notes included elsewhere in this prospectus.

 

    2020     2021     30 June 2022  
    RM     RM     USD     RM     USD  
Assets:                                        
Cash and bank balances     430,796       3,122,947       748,011       1,713,893       388,859  
Trade and other receivables, net     -       4,540,984       1,087,661       12,559,685       2,849,617  
Amount due from related parties     3,014,790       427,677       102,438       3,577,524       811,690  
Financial assets measured at fair value through other comprehensive income     -       34,221,879       8,196,857       30,022,109       6,811,596  
Financial assets measured at fair value through profit and loss     -       1,309,134       313,565       3,145,096       713,578  
Property and equipment, net     12       152,532       36,535       165,410       37,529  
Deferred tax assets     -       339,650       81,353       339,650       77,062  
                                         
Total assets     3,445,598       44,114,803       10,566,420       51,523,367       11,689,931  
                                         
Liabilities and Equity:                                        
Trade and other payables     10,861       1,726,403       413,510       1,942,801       440,794  
Contract liabilities             500,000       119,760       -       -  
Amount due to related parties     29,967       9,964,078       2,386,606       8,080,502       1,833,353  
Bank and other borrowings     -       1,210,992       290,057       1,164,896       264,299  
Deferred revenue     -       3,065,321       734,209       -       -  
Income tax payables     881,282       8,284,766       1,984,375       8,793,040       1,995,018  
Total liabilities     992,110       24,751,560       5,928,517       19,981,239       4,533,464  
Total equity     2,523,488       19,363,243       4,637,903       31,542,128       7,156,467  
                                         
Total liabilities and equity     3,445,598       44,114,803       10,566,420       51,523,367       11,689,931  

 

Trade and Other Receivables

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Trade receivables - third parties   -    5,065,541    1,213,304    8,443,701    1,915,757 
Trade receivables – related party   -    -    -    4,143,304    940,058 
Less: Allowance for doubtful debts   -    (1,415,211)   (338,973)   (1,598,757)   (362,736)
Net   -    3,650,330    874,331    10,988,248    2,493,079 
                          
Deposits   -    63,590    15,231    214,774    48,729 
Prepayments   -    9,971    2,388    404,617    91,802 
Sundry receivables   -    817,093    195,711    952,046    216,007 
Total   -    4,540,984    1,087,661    12,559,685    2,849,617 
                          
Movement in the above allowance for doubtful debts:                         
                          
Beginning balances   -    -    -    1,415,211    321,092 
Charge off   -    1,415,211    338,973    183,546    41,644 
Ending balance   -    1,415,211    338,973    1,598,757    362,736 

 

 39 

 

 

The average credit period for services rendered is 30 days. No interest is charged on the outstanding balances. The above balances are not past due or impaired as at the end of the reporting period.

 

The table below sets forth an aging analysis of trade receivables as at 31 December 2020 and 2021, and for the six months ended June 30, 2022:

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Not past due   -    3,630,571    869,598    10,824,461    2,455,919 
Past due   -    1,434,970    343,705    1,762,544    399,896 
Less: Allowance for doubtful debts   -    (1,415,211)   (338,9702)   (1,598,757)   (362,736)
Net trade receivables   -    3,650,330    874,331    10,988,248    2,493,079 

 

A majority of the Group’s trade receivables that are neither past due nor impaired are with creditworthy counterparties with good track record of credit history.

 

(i)Aging of receivables that are past due the average credit period:

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
< 30 days   -    -    -           
31 days to 60 days   -    -    -           
61 days to 210 days   -    39,518    9,465    327,574    74,322 
211 days to 240 days   -    -    -    -    - 
241 days to < 1 year   -    1,395,452    334,240    1,434,970    325,574 
Total   -    1,434,970    343,705    1,762,544    399,896 

 

In determining the recoverability of a trade receivable, the Group considers any changes in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Group’s trade receivable balances which are past due and partially impaired. Accordingly, the management believes that no further credit provision is required.

 

(ii)These amounts are stated before any deduction for impairment losses and are not secured by any collateral or credit enhancements.

 

The allowance for doubtful trade receivable has been determined by taking into consideration recovery prospects and past doubtful experience.

 

Financial assets measured at fair value through other comprehensive income

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Unquoted shares measured at fair value through other comprehensive income  (“FVTOCI”):                         
                          
At beginning of year   -    -    -    34,221,879    7,764,465 
Addition   -    6,398,987    1,532,691    -    - 
Fair value adjustment   -    27,822,892    6,664,166    (4,199,770)   (952,869)
At end of year   -    34,221,879    8,196,857    30,022,109    6,811,596 

 

Unquoted shares measured at FVTOCI

 

Unquoted investment in shares measured at FVTOCI relates to an equity interest of 14.55% (2020: nil) in a Treasure Global Inc, an entity that was listed on Nasdaq Capital Market on August 10, 2022 subsequent to the financial period. Hoo Voon Him is also a director of Treasure Global Inc.

 

The fair value of the unquoted investment was determined by the Company using a third party independent valuation firm not connected to the Company using the income approach and discounted cash flow methodology. The valuation was performed in accordance with International Valuation Standards and set forth in a valuation report dated May 21, 2022. The steps followed in applying a discounted cash flow (DCF) method include estimating the expected future cash flows attributable to an entity and converting these cash flows to present value through discounting. This, as assessed by the management, will be within the Level 2 of the fair value hierarchy. The Company takes full responsibility for the determination of the value of the unquoted investment.

 

The significant unobservable inputs used in the fair value measurements categorized within Level 2 of the fair value hierarchy, together with a quantitative sensitivity analysis as at December 31, 2021 are shown below:

 

Exit Multiple

10% increase (decrease) in the Exit Multiple would result in an increase (decrease) in the fair value by USD5.9 million.
EBITDA margin (% of revenue) 50 basis points increase (decrease) in the EBITDA margin (% of revenue) would result in an increase (decrease) in the fair value by USD 9.2 million.
Weighted Average Cost of Capital (“WACC”) 500 basis points increase (decrease) in the WACC would result in a decrease (increase) in the fair value by USD8.8 million (USD10.6 million).
Discount for Lack of Marketability (“DLOM”) 500 basis points increase (decrease) in the DLOM would result in a decrease (increase) in the fair value by USD3.5 million.

 

The fair value of the unquoted investment for the six months ended June 30, 2022 is based on its potential possible offering price.

 

In January 2023 the Group sold all of its equity interest in Treasure Global Inc in three private transactions for an aggregate purchase price of USD3,065,218.20 (USD1.80 per share).

 

Financial assets measured at fair value through profit and loss

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
                     
At beginning of year   -    -    -    1,309,134    297,024 
Addition, at fair value   -    1,309,134    313,565    156,120    35,421 
Fair value adjustment   -    -    -    1,679,842    381,133 
Total at end of year   -    1,309,134    313,565    3,145,096    713,578 

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
                     
Financial assets measured at fair value through profit and loss represent:                         
                          
Quoted shares   -    -    -    80,700    18,310 
Unquoted shares   -    1,309,134    313,565    3,064,396    695,268 
Total   -    1,309,134    313,565    3,145,096    713,578 

 

Quoted shares

 

Quoted shares refer to the Group’s holding of publicly traded shares on Bursa Malaysia as of 30 June 2022.

 

The above valuations are categorised under Level 1 of the fair value hierarchy as the prices of these shares are available on an active market.

 

Other unquoted shares

 

Included in the unquoted shares are investment in the following:

 

  · 3% (2020: nil) equity interest in DFA Robotic Co. Ltd, an entity incorporated in Japan.

 

  · 5% (2020: nil) equity interest in Zero Carbon Farms Ltd, an entity incorporated in United Kingdom.

 

The above valuations are categorised under Level 3 of the fair value hierarchy, and are generally sensitive to the unobservable inputs. Any increase or decrease in transacted price would result in an increase or decrease in the fair value of the unquoted investment. Any significant movement in inputs would result in a significant change to the fair value of the unquoted investment. There are no transfers between Levels 1 and 2 and into or out of Level 3 during the year.

 

 40 

 

 

Trade and Other Payables

 

    2020     2021     30 June 2022  
    RM     RM     USD     RM     USD  
Trade payable     -       270,659       64,829       148,518       33,697  
Accruals     -       482,226       115,503       918,398       208,371  
Sundry payables     10,861       973,518       233,178       875,885       198,726  
Total     10,861       1,726,403       413,510       1,942,801       440,794  

  

Accruals consist mainly of staff salaries whereas sundry payables consist mainly of audit fees, secretarial fees and other professional fees.

 

The above balances that are not denominated in the functional currency are as follows:

 

   2020   2021   30 June 2022 
   RM   RM   RM 
United States dollar   -    62,490    22,038 

 

Contract liabilities

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Contract liabilities   -    500,000    119,760    -    - 

 

Contract liabilities relates to advances collected from customers upon contract fee billed but services have yet rendered. These have been recognised as revenue upon completion of the performance obligation during the six months ended 30 June, 2022.

 

 41 

 

 

Borrowings

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Bank borrowings                         
-       Current   -    143,858    34,457    97,762    22,181 
-       Non-current   -    398,526    95,455    398,526    90,420 
Total bank borrowings   -    542,384    129,912    496,288    112,601 
                          
Other borrowings – current   -    668,608    160,145    668,608    151,698 
                          
Total borrowings   -    1,210,992    290,057    1,164,896    264,299 

 

The above table is made up of the following loans:

 

Loan 1:   A principal amount of RM150,000 (USD35,928) from a financial institution, which charged an interest rate at 5.00% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM3,318 (USD795).
   
Loan 2: A principal amount of RM200,000 (USD47,904) from a financial institution, which charged an interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM3,639 (USD872).
   
Loan 3: A principal amount of RM300,000 (USD71,856) from a financial institution, which charged an interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM6,136 (USD1,470).

 

The bank borrowings of the Group are secured against:

 

a)Guarantee in favor of the lender by Corporate Guarantee Corporation (CGC) under the portfolio guarantee scheme for 70% of the approved limit;
b)Corporate guarantee in favor of the lender by a third party company which the Director have interests;
c)Assignment of single premium reducing term plan issued by Sun Life Malaysia Assurance Berhad under Director of the Company, for the sum insured of not less than RM150,000.00 (USD35,928) to the lender; and
d)Jointly and severally guaranteed in favor of the lender by a Director of the Company.

 

Other borrowings

 

This relates to redeemable preference shares issued by a Accuventures Sdn Bhd. The redeemable preference shares are liability in nature as the subsidiary has to redeem the shares at a particular date by paying agreed amount to the holder of the shares. Non-discretionary dividends paid on redeemable preference shares is recorded as expenses in income statement as any return paid towards liabilities is treated as an interest expense in the income statement.

 

The redeemable preference shares have a face value of RM600,000 (USD143,713) representing 600,000 shares at RM 1.00 (USD0.24) each. It is redeemable at a fair value of RM600,000 (USD143,713). The cumulative interest payable as at the end of the reporting period is RM68,608 (USD16,433).

 

Deferred Revenue

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Due within one year   -    1,510,321    361,754    -    - 
Due after one year   -    1,555,000    372,455    -    - 
Total   -    3,065,321    734,209    -    - 

 

The income represents billed amount for fee relating to technology development, solutions and consultancy contract but obligation has yet to be satisfied. This deferred revenue has been adjusted to revenue accordingly subsequent to the services have been rendered to the customers.

 

 42 

 

 

Liquidity and Capital Resources

 

Cash Flows

 

The following table sets forth a summary of our cash flow for the year ended 31 December 2020 and 2021 and for the six months ended June 30, 2021 and 2022.

 

   2020   2021   30 June 2021   30 June 2022 
   RM   RM   USD   RM   RM   USD 
Summary Consolidated Cash Flow Data                              
Net cash generated from operating activities   3,653,872    27,719,812    6,639,476    8,131,350    (641,593)   (145,568)
Net cash generated from investing activities   -    (7,557,679)   (1,810,223)   (6,081,629)   (178,310)   (40,456)
Net cash used in financing activities   (3,237,899)   (17,469,982)   (4,184,427)   (1,039,749)   (589,151)   (133,670)
Net increase in cash and cash equivalents   415,973    2,692,151    644,826    1,009,972    (1,409,054)   (319,694)
Cash and cash equivalents at the beginning of year   14,823    430,796    103,185    677,337    3,122,947    708,553 
Cash and cash equivalents at the end of year   430,796    3,122,947    748,011    1,687,309    1,713,893    388,859 

 

Operating activities

 

Net cash generated from operating activities in 2020 was RM3.65 million, which consists of our profit before tax of RM3.6 million as adjusted for the effects of changes in operating assets and liabilities. The principal items accounting for the changes in operating assets and liabilities were (i) RM54k increase in trade receivables and (ii) RM2k of increase in other payable.

 

Net cash generated from operating activities in 2021 was RM27.7 million (USD6.6 million), which consists of our profit before tax of RM27 million (USD6.5 million) as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included impairment allowance on trade receivables at RM1.4 million (USD0.3 million), impairment of goodwill on consolidation at RM0.3 million (USD68k) and bad debt written off at RM0.1 million (USD30k). The principal items accounting for the changes in operating assets and liabilities were (i) RM4.8 million (USD1.15 million) of increase in trade receivables and (ii) RM3 million (USD734k) of increase in deferred revenue.

 

Net cash used from operating activities for the six months ended June 30, 2022 was RM642,000 (USD146,000), which consists of our profit before tax of RM14.4 million (USD3.3 million) as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included impairment allowance on trade receivables at RM184,000 (USD42,000) and fair value adjustments on the Group’s investment in financial assets measured at fair value through profit and loss at RM1.7 million (USD386,000). The principal items accounting for the changes in operating assets and liabilities were (i) RM8.6 million (USD1.95 million) of increase in trade and other receivables and (ii) RM5.1 million (USD1.16 million) of increase in trade and other payables.

 

Investing activities

 

Net cash used in financing activities in 2021 was RM7.7 million (USD1.8 million), which was attributable to the investment in Treasure Global Inc, DFA Robotics Inc and Zero Carbon Farms.

 

Net cash used in financing activities for the six months ended June 30, 2022 was RM178,000 (USD40,000), which was attributable to the investment in quoted shares on Bursa Malaysia Stock Exchange.

 

Financing activities

 

Net cash used in financing activities in 2020 was RM 3.2 million, which was due to advances to related parties of RM3.2 million.

 

Net cash used in financing activities in 2021 was RM17.5 million (USD4.2 million), which was due to advances to related parties of RM18.3 million (USD 4.4 million) and proceeds from bank borrowings and preference shares of RM1.5 million (USD 0.36 million).

 

Net cash used in financing activities for the six months ended June 30, 2022 was RM589,000 (USD134,000), which was due to advances to related parties of RM3.1 million (USD703,000) and proceeds from issuance of new share capital of RM2.6 million (USD590,000).

 

Prior to this offering, our principal sources of liquidity to finance our operating and investing activities have been net cash provided by operating activities. As of 31 December 2021, we had RM 3.1 million (USD 0.75 million) in cash and cash equivalents, out of which RM3 million (USD 0.73 million) was held in Ringgit Malaysia and the rest was held in other currencies. Our cash and cash equivalents primarily consist of cash on hand, general bank balances and cash at share trading accounts. For the six months ended June 30, 2022, we had RM1.7 million (USD389,000) in cash and cash equivalents, out of which RM1.65 million (USD374,000) was held in Ringgit Malaysia and the rest was held in other currencies. Our cash and cash equivalents primarily consist of cash on hand, general bank balances and cash at share trading accounts.

 

 43 

 

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF ACCOUNTING - The consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the International and Singapore Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

·Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
·Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
·Level 3 inputs are unobservable inputs for the asset or liability.

 

ADOPTION OF NEW AND REVISED STANDARDS – At the date of authorization of these financial statements, the management anticipates that the adoption of the above/other FRSs and amendments to FRS in future periods will not have a material impact on the financial statements of the Group in the period of their initial adoption.

 

NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE - At the date of authorization of these financial statements, the Group and the Company have not adopted the new and revised IFR, IFRS INT and amendments to IFRS that have been issued but are not yet effective to them. The directors do not anticipate that the adoption of these new and revised IFRS(I) pronouncements in future periods will have a material impact on the Group’s and the Company’s financial statements in the period of their initial adoption.

 

The preparation of these financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are disclosed in Critical, Accounting Judgements and Key Sources of Estimation Uncertainty.

 

 44 

 

 

BASIS OF CONSOLIDATION

 

(a)Consolidation

 

As the Group were under same control of the controlling shareholders and their entire equity interests were also ultimately held by the controlling shareholders immediately prior to the group reorganization, the consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows statements are prepared as if the current group structure had been in existence throughout the two-year period ended December 31, 2021, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period. The consolidated balance sheets as at December 31, 2020 and 2021 present the assets and liabilities of the aforementioned companies now comprising the Group which had been incorporated/established as at the relevant balance sheet date as if the current group structure had been in existence at those dates based on the same control aforementioned. The Company eliminates all significant intercompany balances and transactions in its consolidated financial statements.

 

Subsidiary corporations are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.

 

In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

Non-controlling interests comprise the portion of a subsidiary corporation’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity, and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

 

Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the consolidated financial statements of the Company is a continuation of the acquired entities and is accounted for as follows:

 

i.The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements;

 

ii.The Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and

 

iii.No new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve or deficit.

 

(b)Acquisitions

 

The acquisition method of accounting is used to account for business combinations entered into by the Group.

 

 45 

 

 

The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.

 

Acquisition-related costs are expensed as incurred.

 

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

 

On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

 

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to the paragraph “Intangible assets – Goodwill” for the subsequent accounting policy on goodwill.

 

(c)Disposals

 

When a change in the Group’s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

 

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognized in profit or loss.

 

(d)Transactions with non-controlling interests

 

Changes in the Group’s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.

  

CONVENIENCE TRANSLATION

 

Translations of amounts in the consolidated statement of financial position, consolidated statements of profit or loss and other comprehensive income, and consolidated statement of cash flows from RM into USD as of and for the year ended December 31, 2021 are solely for the convenience of the reader and were calculated at the noon buying rate of USD1 = RM4.175, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate.

 

FINANCIAL ASSETS

 

(a)Classification and measurement

 

The Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.

 

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.

 

Financial assets at fair value through other comprehensive income (“FVTOCI”) are equity securities which are not held for trading but more for strategic investments or debt securities where contractual cash flows are solely principal and interest and the objective of the Group’s business model is achieved both by collecting contractual cash flow and selling financial assets.

 

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

 

Investments in equity instruments as at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income (“OCI”) and accumulated in the retained earnings. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, and will be transferred to retained earnings. 

 

The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

 

At subsequent measurement - Debt instrument - Debt instruments mainly comprise of cash and cash equivalents and other receivables (excluding prepayments).

 

 46 

 

 

Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.

 

(b)Impairment

 

The Group recognises a loss allowance for ECL on financial assets which are subject to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime ECL for accounts receivables. The ECL on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For all other financial instruments, the Group measures the loss allowance equal to 12-month ECL, unless when there has a significant increase in credit risk since initial recognition, the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increase in the likelihood or risk of a default occurring since initial recognition.

 

Significant increase in credit risk

 

In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Group’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Group’s operations.

 

In particular, the following information is taken into account when assessing whether credit risk has increased significantly:

 

·an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;

 

·significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;

 

·existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;

 

·an actual or expected significant deterioration in the operating results of the debtor;

 

·significant increases in credit risk on other financial instruments of the same debtor;

 

·an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.

 

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 60 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.

 

(c)Recognition and derecognition

 

Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Group commits to purchase or sell the asset.

 

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

 

On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss.

 

Financial liabilities and equity instruments

 

Classification as debt or equity

 

Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

 

Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Group are recognized at the proceeds received, net of direct issue costs.

 

Financial liabilities

 

Except for derivative financial instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently measured at amortized cost using the effective interest method.

 

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.

 

Derecognition of financial liabilities

 

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

 

Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

 

 47 

 

 

PROPERTY AND EQUIPMENT

 

(a)Measurement

 

(i)Property and equipment

 

Property and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

 

(ii)Components of costs

 

The cost of an item of property and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

(b)Depreciation

 

Depreciation on other items of property and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as followed;

 

  Office renovation   -    10 years 
             
  Office equipment   -    5 years 
             
  Furniture and fittings   -    5 years 
             
  Electrical and fittings   -    10 years 

 

No depreciation is charged on construction in progress.

 

The residual values, estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognized in profit or loss when the changes arise.

 

(c)Subsequent expenditure

 

Subsequent expenditure relating to property and equipment that has already been recognized is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred.

 

(d)Disposal

 

On disposal of an item of property and equipment, the difference between the disposal proceeds and its carrying amount is recognized in profit or loss within “Other losses - net”.

 

TRADE AND OTHER RECEIVABLES – A receivable is recognized when the group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the group has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including an allowance for credit losses. 

 

IMPAIRMENT OF NON-FINANCIAL ASSETS - Intangible assets and property and equipment are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

 

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the Cash Generating Units (“CGU”) to which the asset belongs.

 

 48 

 

 

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognized as an impairment loss in profit or loss.

 

An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

 

A reversal of impairment loss for an asset other than goodwill is recognized in profit or loss.

 

TRADE AND OTHER PAYABLES - Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

 

Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

 

CONTRACT LIABILITIES - A contract liability is recognized when the customer pays non-refundable consideration before the group recognizes the related revenue. A contract liability would also be recognized if the group has an unconditional right to receive non-refundable consideration before the group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized. Contract liabilities are recognized as revenue when the Group satisfied its performance obligation.

 

BANK AND OTHER BORROWINGS - Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

 

(a)Borrowings - Borrowings are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

 

(b)Borrowing costs - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

 

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

 

DEFERRED REVENUE – Deferred revenue refers to advance payment from customer for services that have not yet been rendered. Under the accrual basis of accounting, the Group records this payment as a liability. Once the services have been rendered, the liability is reversed and revenue is recorded instead.

 

LEASES

 

When the Group is the lessee

 

At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.

 

·Right-of-use assets

 

The Group recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right- of-use assets.

 

 49 

 

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

 

Right-of-use assets are presented within “Property, plant and equipment”.

 

·Lease liabilities

 

The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.

 

Lease payments include the following:

 

-Fixed payment (including in-substance fixed payments), less any lease incentives receivables;
-Variable lease payment that are based on an index or rate, initially measured using the index or rate as at the commencement date;
-Amount expected to be payable under residual value guarantees;
-The exercise price of a purchase option if is reasonably certain to exercise the option; and
-Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

 

For contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative stand-alone price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component for property leases and account these as one single lease component.

 

Lease liability is measured at amortized cost using the effective interest method. Lease liability shall be remeasured when:

 

-There is a change in future lease payments arising from changes in an index or rate;
-There is a change in the Group’s assessment of whether it will exercise an extension option; or
-There is modification in the scope or the consideration of the lease that was not part of the original term.

 

Lease liability is remeasured with a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

-Short-term and low-value leases

 

The Group has elected to not recognized right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

 

-Variable lease payments

 

Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease liability. The Group shall recognize those lease payments in profit or loss in the periods that triggered those lease payments.

 

EMPLOYEE BENEFITS - Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset.

 

(a)Defined contribution plans

 

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.

 

 50 

 

 

(b)Employee leave entitlement

 

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

 

PROVISIONS - Provisions are recognized when the Group has a present obligation (legal or constructive) as a result

of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.  Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

 51 

 

 

REVENUE RECOGNITION - Revenue is recognized to depict the transfer of promised services to clients at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those services. Specifically, the Company uses a five-step approach to recognize revenue:

 

• Step 1: Identify the contract(s) with a client

 

• Step 2: Identify the performance obligations in the contract

 

• Step 3: Determine the transaction price

 

• Step 4: Allocate the transaction price to the performance obligations in the contract

 

• Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation

 

The Company recognizes revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the services underlying the particular performance obligations is transferred to clients.

 

A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially the same.

 

Control is transferred overtime and revenue is recognized overtime by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

 

• the client simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs;

 

• the Company’s performance creates or enhances an asset that the client controls as the asset is created or enhanced; or

 

• the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

 

Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct service. 

 

Advance payments received from clients are recognized as contract liabilities as the Group has not yet satisfied its performance obligation. Contract liabilities are recognized as other income when the Group satisfied its performance obligation.

 

a)Business Strategy Consultancy

 

Business strategy consultancy services primarily included listing solutions, investors relations and boardroom strategies consultancy. The revenues generated from business strategy consultancy services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee periodically over the contract terms as specified in the service agreements.

  

Our contracts from business strategy consultancy are typically less than a year in duration. Revenues are generally recognized over time. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognized as amount become billable in accordance with the contract terms. Revenues from fixed-priced contracts are generally recognized using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to client.

 

b)Technology Consultancy

 

Technology development, solutions and consultancy included digital development, fintech solution and software solutions.

 

Technology Development

 

The contract is typically fixed priced and does not provide any post contract client support or upgrades. The Company designs system based on clients’ specific needs which require the Company to perform services including design/redesign, development, and integration. These services also require significant customization. Upon delivery of the services, client acceptance is generally required. The Company assesses that software development services is considered as one performance obligation. The duration of the development period is usually six months to two years.

 

The Company’s system development service revenues are generated primarily from contracts with clients across sectors. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.

 

The Company’s revenue from technology development contracts is generally recognized over time. The Company uses an input method based on cost incurred as the Company believes that this method most accurately reflects the Company’s progress toward satisfaction of the performance obligation, which usually takes six months to two years. Under this method, the Company could appropriately measure the fulfilment of a performance obligation. Assumptions, risks, and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables, and deferred revenues at each reporting period.

 

Solutions and Consultancy

 

Revenue from solutions and consulting services is primarily comprised of fixed-fee contracts, which require the Company to provide professional solutions and consulting services over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is typically 6 to 12 months. The solutions and consulting services contracts typically include a single performance obligation. The revenue from solutions and consulting services is recognized over the contract term.

 

GOVERNMENT GRANTS AND SUBSIDIES - Grants from the government are recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

 

Government grants receivable are recognized as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.

 

Grants related to assets are presented as deferred income under trade and other payables.

 

CASH AND CASH EQUIVALENTS - For the purpose of presentation in the consolidated statement of cash flows,

cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value.

 

SHARE CAPITAL - Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

 

INCOME TAX - Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

 

 52 

 

 

Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

 

A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

 

Deferred income tax is measured:

 

(i)at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

 

(ii)based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered entirely through sale.

 

Current and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

 

The Group accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.

 

FOREIGN CURRENCY TRANSACTIONS

 

(a)Functional and presentation currency

 

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which is the functional currency of the Group and the Company.

 

The value of foreign currencies including, the US Dollar (“USD”), may fluctuate against the Ringgit Malaysia. Any significant variations of the aforementioned currencies relative to the Ringgit Malaysia may materially affect the Company’s financial condition in terms of reporting in RM. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:

 

   December 31,   June 30, 
   2020   2021   2022 
RM to USD Year End   4.0225    4.1750    4.4075 
RM to USD Average Rate   4.1970    4.1403    4.2867 

 

 53 

 

 

(b)Transactions and balances

 

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency translation reserve.

 

When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.

 

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

 

(c)Translation of Group entities’ financial statements

 

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

(i)assets and liabilities are translated at the closing exchange rates at the reporting date;

 

(ii)income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

 

(iii)all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation.

 

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.

 

RELATED PARTIES

 

(a)A person, or a close member of that person’s family, is related to the group if that person:

 

  (i) has control or joint control over the group;
  (ii) has significant influence over the group; or
  (iii)

is a member of the key management personnel of the group or the group’s parent. 

 

(b)An entity is related to the group if any of the following conditions applies:

 

  (i) The entity and the group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
  (ii)

One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

 

  (iii) Both entities are joint ventures of the same third party.
  (iv)

One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

 

  (v)

The entity is a post-employment benefit plan for the benefit of employees of either the group or an entity related to the group.

 

  (vi) The entity is controlled or jointly controlled by a person identified in (a).
  (vii)

A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

 

  (viii)

The entity, or any member of a group of which it is a part, provides key management personnel services to the group or to the group’s parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.  

 

EARNINGS PER SHARE - The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.​​​​​​​

 

SEGMENT REPORTING – Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the group’s various lines of business and geographical locations.

 

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

 

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

In the application of the Group’s accounting policies, which are described in Note 2 to the financial statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods.

 

Critical judgements in applying the Group’s accounting policies

 

There are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying the Group’s accounting policy and that has the most significant effect on the amounts recognized in the financial statements.

 

 54 

 

 

Key sources of estimation uncertainty

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below:

 

Impairment of property and equipment

 

Property, plant and equipment is tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

 

The recoverable amounts of property, plant and equipment have been determined based on higher of the fair value less costs to sell or value-in use (“VIU”) calculations. If the carrying amounts exceed the recoverable amounts, an impairment is recognized to profit or loss for the differences.

 

Fair value measurement of unquoted shares

 

In determining the fair value of the unquoted shares, the Group relies on the net asset values of the investee companies or independent valuation report.

 

The availability of observable inputs can vary from investment to investment. For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on models or inputs that are less observable o unobservable in the market and the determination of the fair values require significant judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realised due to occurrence of future events which could not be reasonably determined as at the balance sheet date.

 

FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

 

a)Categories of financial instruments

 

The following table sets forth the financial instruments as at the end of the reporting period:

 

   2020   2021   30 June 2022 
   RM   RM   USD   RM   USD 
Financial assets                         
Loan and receivable (including cash and bank balances)   3,445,586    8,081,637    1,935,721    17,446,485    3,958,363 
Finance assets measured at FVTOCI   -    34,221,879    8,196,857    30,022,109    6,811,596 
Finance assets measured at amortised cost   -    1,309,134    313,565    3,145,096    713,578 
                          
Financial liabilities                         
Payable at amortised cost   40,828    12,901,473    3,090,173    11,188,199    2,538,446 

 

b)Financial instruments subject to offsetting, enforceable master netting arrangements and similar agreements

 

The Group does not have any financial instruments which are subject to enforceable master netting arrangements or similar netting agreements.

 

c)Financial risk management policies and objectives

 

The management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

 

(ii)Market risk management

 

The Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.

 

 55 

 

  

There has been no significant change to the Group’s exposure to market risk or the manner in which it

manages and measures the risk.

 

(ii)Foreign currency risk management

 

The Group also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.

 

The currency exposure of financial assets and financial liabilities denominated in currencies other than the Group’s functional currencies are as follows:

 

   Assets  Liabilities  
   2020   2021  June 30 2022  2020   2021   June 30 2022 
   RM   RM  RM  RM   RM   USD 
Singapore Dollar   8,016    5,225  48,670   -    -    - 
United States Dollar   4,397    1,486,062  4,154,668   -    62,490    22,038 

 

Foreign currency sensitivity

 

The following table details the sensitivity to a 5% increase and decrease in the related foreign currencies against the functional currency (“RM”) with all the other variables held constant. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates.  The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.

 

   2020   2021   June 30 2022 
   RM   RM   RM   USD 
Singapore Dollar   401    261    2,434    552 
United States Dollar   220    71,179    206,632    46,882 

 

(iii)Interest rate risk management

 

The Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the Note to the financial statements. The Group currently does not have an interest rate hedging policy.

 

Interest rate sensitivity analysis

 

The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period.  A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

 

If interest rates on loans had been 50 basis points higher/lower and all other variables were held constant, the Group’s profit for the year would decrease/increase by approximately RM1,241 (USD282) (2021: RM3,000).

 

(iv)Credit risk management

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of each reporting period, the Group maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the Statements of Financial Position.

 

 56 

 

 

In order to minimize credit risk, the Group has delegated its finance team to develop and maintain the Group’s credit risk grading to categorize exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Group’s own historical repayment records to rate its major clients and debtors. The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.

 

The Group’s current credit risk grading framework comprises the following categories:

 

Category Description Basis for
recognising ECL
Performing The counterparty has a low risk of default and does not have any past-due amounts 12-month ECL
Doubtful There has been a significant increase in credit risk since initial recognition

Lifetime ECL-

not credit-impaired

In default There is evidence indicating the asset is credit impaired Lifetime ECL - credit impaired
Write-off There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery Amount is written off

 

For trade receivables, the Group has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Group determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).

 

As at the end of the reporting period, the allowance for impairment loss in doubtful trade receivables is disclosed in Note to the financial statements. The directors of the Company considered that the ECL for non-credit impaired trade receivables is insignificant as at the end of the reporting period.

 

(v)Liquidity risk management

 

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.

 

In assessing our liquidity, we monitor and analyse our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and third parties.

 

As of June 30, 2022, our cash and bank balances amounted to approximately RM1.7 million, our current assets were approximately RM17.8 million, and our current liabilities were approximately RM11.5 million.

 

To sustain its ability to support the Company's operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:

 

- cash and bank balances general from operations.

 

- other available sources of financing from Malaysia banks and other financial institutions; and

 

- financial support from the Company's related party and shareholders.

 

Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months from the unaudited condensed consolidated financial statement filing date. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.

 

The Group maintains sufficient cash and cash equivalent, and internally generated cash flows to finance their activities.

 

Liquidity risk analyses

 

Non-derivative financial liabilities

 

The following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the carrying amount of the financial liability on the statement of financial position.

 

 57 

 

 

   Weighted
average
effective
interest rate
   On demand
or within 1
year
   Within 2 to
5 years
   Adjustment   Total 
   %   RM   RM   RM   RM 
As of June 30, 2022                         
Non-interest bearing       9,687,303    -    -    9,687,303 
Fixed interest rate   5.00    668,608    -    -    668,608 
Variable interest rate       99,301    396,987    -    492,288 
Total       10,455,212    396,987    -    10,852,199 
                          
2021                         
Non-interest bearing   -    11,690,481    -    -    11,690,481 
Fixed interest rate   5.00    698,608    -    (30,000)   668,608 
Variable interest rate   3.85    149,397    429,212    (36,225)   542,384 
Total        12,538,486    429,212    (66,225)   12,901,473 
                          
2020                    
Non-interest bearing       40,828    -    -    40,828 
Total       40,828    -    -    40,828 

 

Non-derivative financial assets

 

As at the end of the reporting period, the non-derivative financial assets are interest free and repayable on demand.

 

(vi)Fair value of financial assets and financial liabilities

 

The management considers that the carrying amounts of Group’s financial assets and financial

liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.

 

(d)Capital risk management policies and objectives

 

The management manages its capital to ensure that the Group will be able to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital.

 

The capital structure of the Company consists of equity attributable to owners of the Company, comprising issued capital and retained earnings as disclosed in the notes to financial statements.

 

Management monitors capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debt is calculated as borrowings plus trade and other payables

 

   2020   2021   June 30 2022 
   RM   RM   USD   RM   USD 
Total debts   -    1,210,992    290,058    1,164,896    264,299 
Total equity   2,523,488    19,905,482    4,767,780    31,878,128    7,232,700 
                          
Debt-to-equity %   -    6.25%   6.25%   3.65%   3.65%

 

The Group is not subject to externally imposed capital requirements for the financial years ended 31 December 2020 and 2021 and for the six months ended June 30, 2022.

 

The Group’s overall strategy remains unchanged from prior year.

 

(e)Concentrations

 

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts credit evaluations of their clients, and generally do not require collateral or other security from them. The Group evaluates their collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Group conducts periodic reviews of the financial condition and payment practices of their clients to minimize collection risk on accounts receivable.

 

 58 

 

  

The following table sets forth a summary of single clients who represent 10% or more of the Group’s total revenue:

 

   2020   2021   June 30 2021   June 30 2022 
   RM   RM   USD   RM   RM   USD 
Amount of the Group’s revenue:                              
Customer A   NA*    22,081,000    5,288,862    7,591,237    4,143,238    940,043 
Customer B   NA*    9,627,000    2,305,868    400,000    9,550,000    2,166,761 
Customer C   3,648,000    NA*    NA*    7,466,220    -    - 

 

The following table sets forth a summary of single clients who represent 10% or more of the Group’s total accounts receivable:

 

   2020   2021   June 30 2022 
   RM   RM   USD   RM   USD 
Amount of the Group’s accounts receivable:                         
Customer A   NA*    2,755,000    659,880    4,143,304    940,058 
Customer B                  5,178,000    1,174,816 

 

*Revenue from relevant clients was less than 10% of the Group’s total revenue for the respective year.

 

**Account receivable from relevant client was less than 10% of the Group’s total accounts receivable for the respective year.

 

Emerging Growth Company

 

As a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

 

  · are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;
  · are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);
  · are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);
  · are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
  · may present only two years of audited financial statements; and
  · are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

 

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure and may present only two years of audited financial statements and related MD&A disclosure.

 

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules, we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

 

 BUSINESS

Our Mission

 

We believe sustainability, inclusion, and well-informed business strategies are pivotal to the growth and success of a business. It is therefore our mission to maximise our clients’ full potential to succeed by providing them quality and independent advice regardless of their business size.

 

Our Company

 

We are a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating values by providing profitable business ideas, customising bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.

 

 59 

 

 

Since our inception in 2013, we have been delivering our services to companies around the world ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and with some engagements clients from China, Singapore and the United States.

 

We have segregated our services in the following segments:

 

Business Strategy Segment

 

Business Strategy Consultancy. We focus on listing solutions, investors relations and boardroom strategies consultancy. We have established a diverse local and international clientele, providing them our services in both local and cross-border listings. Our roles begin from pre-listing diagnosis and planning to the finalization of the entire listing process. To better serve our clients, we extended our services line to include investor relations consultation, where we help our clients effectively handle investors’ expectations and manage communications. Further, we also offer services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our consulting services have successfully propelled our clients’ businesses to the next level with strategic options, including mergers and acquisitions, initial public offerings, restructuring and transformation.

 

Our business strategy consultancy segment performs the following functions:

 

  · Advise clients on multitrack approaches to capital raising strategies;

 

  · Evaluate and assess clients’ businesses and perform IPO readiness diagnostic, including health checks on the company’s management, financial and legal structure;

 

  · Assemble external professionals for IPO process and assist in building a quality management team, robust financial and corporate governance;

 

  · Assist in fine-tuning of business plan, articulate compelling equity story and advise on strategic options to maximise clients’ business value;

 

  · Manage due diligence investigations and peer industry analysis;

 

  · Prepare investment presentations materials for professional teams as well as investors;

 

  · Liaise with investors for pre-IPO capital raising;

 

  · Design marketing strategy and promote the company’s business;

 

  · Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United State