SkyWorld - Redacted Prospectus (Full) - 20221202 PDF
SkyWorld - Redacted Prospectus (Full) - 20221202 PDF
SkyWorld - Redacted Prospectus (Full) - 20221202 PDF
PROSPECTUS
INITIAL PUBLIC OFFERING (“IPO”) IN CONJUNCTION WITH OUR LISTING ON THE MAIN MARKET OF BURSA MALAYSIA
SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING:
(I) PUBLIC ISSUE OF 208,000,000 NEW ORDINARY SHARES IN SKYWORLD DEVELOPMENT BERHAD (“SKYWORLD
DEVELOPMENT” OR THE “COMPANY”) (“SHARES”) IN THE FOLLOWING MANNER:
(A) 50,000,000 NEW SHARES AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC;
(B) 25,000,000 NEW SHARES AVAILABLE FOR APPLICATION BY OUR ELIGIBLE DIRECTORS, KEY SENIOR
MANAGEMENT, EMPLOYEES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF OUR GROUP;
AND
(C) 133,000,000 NEW SHARES AVAILABLE FOR PRIVATE PLACEMENT TO INSTITUTIONAL AND SELECTED
INVESTORS,
AND
(II) OFFER FOR SALE OF 192,000,000 EXISTING ORDINARY SHARES OF THE COMPANY IN THE FOLLOWING MANNER:
(A) 150,000,000 EXISTING SHARES FOR PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE
MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY; AND
(B) 42,000,000 EXISTING SHARES FOR PRIVATE PLACEMENT TO INSTITUTIONAL AND SELECTED INVESTORS;
SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AS SET OUT IN SECTION 4.3.5 OF THIS PROSPECTUS, AT AN
ISSUE / OFFER PRICE OF RM[●] PER SHARE PAYABLE IN FULL ON APPLICATION.
No securities will be allotted or issued based on this Prospectus after 6 months from the date of this Prospectus.
[The Securities Commission Malaysia (“SC”) has approved the issue, offer or invitation for our IPO under Section 214(1) of the Capital
Markets and Services Act 2007].
[This Prospectus has been registered by the SC.] The approval and registration of this Prospectus should not be taken to indicate that the
SC recommends our IPO or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in
this Prospectus]. The SC has not, in any way, considered the merits of the securities being offered for investment.
The SC is not liable for any non-disclosure on the part of our Company and takes no responsibility for the contents of this document, makes
no representation as to its accuracy or completeness, and expressly disclaims any liability for any loss you may suffer arising from or in
reliance upon the whole or any part of the contents of this Prospectus.
INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE
CONSULT A PROFESSIONAL ADVISER.
FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE
“RISK FACTORS” AS SET OUT IN SECTION 9 OF THIS PROSPECTUS.
All defined terms used in this Prospectus are defined under “Definitions” commencing on page x, “Glossary of
Technical Terms” commencing on page xviii and “Presentation of Financial and Other Information”
commencing on page viii.
RESPONSIBILITY STATEMENTS
Our Directors, Promoters and Offerors (as defined in this Prospectus) have seen and approved this
Prospectus. They collectively and individually accept full responsibility for the accuracy of the information
contained in this Prospectus. Having made all reasonable enquiries and to the best of their knowledge and
belief, they confirm that there is no false or misleading statement or other facts which if omitted, would make
any statement in this Prospectus false or misleading.
Kenanga Investment Bank Berhad (“Kenanga IB”), being our Principal Adviser, Underwriter and Placement
Agent in relation to our IPO (as defined in this Prospectus), acknowledges that, based on all available
information and to the best of its knowledge and belief, this Prospectus constitutes a full and true disclosure
of all material facts concerning our IPO.
STATEMENTS OF DISCLAIMER
[Our Company has obtained the approval of Bursa Securities for our Listing (as defined in this Prospectus).]
Admission to the Official List of Bursa Securities is not to be taken as an indication of the merits of our IPO,
our Company or our Shares. The valuation utilised for the purpose of our Listing should not be construed as
an endorsement by the SC, on the value of the subject assets.
[This Prospectus, together with the Application Form (as defined in this Prospectus), have also been lodged
with the Registrar of Companies, who takes no responsibility for its contents.]
OTHER STATEMENTS
Investors should note that they may seek recourse under Sections 248, 249 and 357 of the CMSA for breaches
of securities laws including any statement in this Prospectus that is false, misleading, or from which there is a
material omission; or for any misleading or deceptive act in relation to this Prospectus or the conduct of any
other person in relation to our Company.
Our Shares are offered to the public on the premise of full and accurate disclosure of all material information
concerning our IPO, for which any person set out in Section 236 of the CMSA, is responsible.
[Our Shares are classified as Shariah-compliant by the Shariah Advisory Council of SC (“SAC”). This
classification remains valid from the date of issue of this Prospectus until the next Shariah compliance review
undertaken by the SAC. The new status is released in the updated list of Shariah-compliant securities, on the
last Friday of May and November].
This Prospectus is prepared and published solely in connection with our IPO under the laws of Malaysia. Our
Shares are issued / offered in Malaysia solely based on the contents of this Prospectus. Our Company,
Directors, Promoters, Offerors, Principal Adviser, Underwriter and Placement Agent have not authorised
anyone to provide you with information which is not contained in this Prospectus.
This Prospectus has not been and will not be made to comply with the laws of any jurisdiction other than
Malaysia and has not been and will not be lodged, registered or approved pursuant to or under any applicable
securities or equivalent legislation or with or by any regulatory authority or other relevant body of any
jurisdiction other than Malaysia.
i
Registration No.: 200601034211 (753970-X)
We will not, prior to acting on any acceptance in respect of our IPO, make or be bound to make any enquiry
as to whether you have a registered address in Malaysia and will not accept or be deemed to accept any
liability in relation thereto whether or not any enquiry or investigation is made in connection therewith. It shall
be your sole responsibility, if you are or may be subject to the laws of any country or jurisdiction other than
Malaysia, to consult your legal and / or other professional advisers as to whether your application for our IPO
would result in the contravention of any law of such country or jurisdiction which you may be subject to. Neither
we nor our Principal Adviser nor any other advisers in relation to our IPO shall accept any responsibility or
liability in the event that any other application made by you shall be illegal, unenforceable, avoidable or void in
any such country and jurisdiction.
Further, it shall also be your sole responsibility to ensure that your application for our IPO would be in
compliance with the terms of this Prospectus and would not be in contravention of any law of countries or
jurisdictions other than Malaysia to which you may be subjected to. We will further assume that you have
accepted our IPO in Malaysia and will at all applicable times be subjected only to the laws of Malaysia in
connection therewith. However, we reserve the right, in our absolute discretion, to treat any acceptance as
invalid if we believe that such acceptance may violate any law or applicable legal or regulatory requirements.
ELECTRONIC PROSPECTUS
This Prospectus can also be viewed or downloaded from Bursa Securities’ website at
www.bursamalaysia.com. The contents of the Electronic Prospectus (as defined in this Prospectus) and this
Prospectus registered with the SC are the same.
You are advised that the internet is not a fully secured medium and that your Internet Share Application (as
defined in this Prospectus) may be subject to risks of problems occurring during data transmission, computer
security threats such as viruses, hackers and crackers, faults with computer software and other events beyond
the control of the Internet Participating Financial Institutions (as defined in this Prospectus). These risks cannot
be borne by the Internet Participating Financial Institutions.
If you are in doubt about the validity or integrity of the Electronic Prospectus, you should immediately request
a paper / printed copy of this Prospectus from us, our Principal Adviser or Issuing House (as defined in this
Prospectus). If there is any discrepancy between the contents of the Electronic Prospectus and the contents
of the paper / printed copy of this Prospectus for any reason whatsoever, the contents of the paper / printed
copy of this Prospectus, which are identical to the copy of the Prospectus registered with the SC, shall prevail.
In relation to any reference in this Prospectus to third party internet sites (referred to as "Third Party Internet
Sites") whether by way of hyperlinks or by way of description of the Third Party Internet Sites, you acknowledge
and agree that:
(i) we and our Principal Adviser do not endorse and are not affiliated in any way to the Third Party Internet
Sites and are not responsible for the availability of, or the content or any data, information, files or
other materials provided on the Third Party Internet Sites. You shall bear all risks associated with the
access to or use of the Third Party Internet Sites;
(ii) we and our Principal Adviser are not responsible for the quality of products or services in the Third
Party Internet Sites, particularly in fulfilling any of the terms of any of your agreements with the Third
Party Internet Sites. We and our Principal Adviser are also not responsible for any loss or damage or
costs that you may suffer or incur in connection with or as a result of dealing with the Third Party
Internet Sites or the use of or reliance on any data, information, files or other material provided by such
parties; and
(iii) any data, information, files or other materials downloaded from the Third Party Internet Sites is done
at your own discretion and risk. We and our Principal Adviser are not responsible, liable or under
obligation for any damage to your computer system or loss of data resulting from the downloading of
any such data, files, information or other materials.
ii
Registration No.: 200601034211 (753970-X)
Where an Electronic Prospectus is hosted on the website of the Internet Participating Financial Institutions,
you are advised that:
(i) the Internet Participating Financial Institutions are only liable in respect of the integrity of the contents
of the Electronic Prospectus, i.e. to the extent that the content of the Electronic Prospectus on the web
server of the Internet Participating Financial Institutions may be viewed via web browser or other
relevant software. The Internet Participating Financial Institutions are not responsible for the integrity
of the contents of the Electronic Prospectus, which has been obtained from the web server of the
Internet Participating Financial Institutions and subsequently communicated or disseminated in any
manner to you or other parties; and
(ii) while all reasonable measures have been taken to ensure the accuracy and reliability of the information
provided in the Electronic Prospectus, the accuracy and reliability of the Electronic Prospectus cannot
be guaranteed because the internet is not a fully secured medium.
The Internet Participating Financial Institutions shall not be liable (whether in tort or contract or otherwise) for
any loss, damage or costs that you or any other person may suffer or incur due to, as a consequence of or in
connection with any inaccuracies, changes, alterations, deletions or omissions in respect of the information
provided in the Electronic Prospectus which may arise in connection with or as a result of any fault with web
browsers or other relevant software, any fault on your or any third party's personal computer, operating system
or other software, viruses or other security threats, unauthorised access to information or systems in relation
to the website of the Internet Participating Financial Institution, and / or problems occurring during data
transmission which may result in inaccurate or incomplete copies of information being downloaded or displayed
on your personal computer.
iii
Registration No.: 200601034211 (753970-X)
INDICATIVE TIMETABLE
In the event there is any change to the timetable, we will advertise a notice of change in a widely
circulated English and Bahasa Malaysia daily newspaper in Malaysia.
iv
Company No.: 200601034211 (753970-X)
TABLE OF CONTENTS
PAGE
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ………...…………………………. viii
DEFINITIONS …………………………………………………………………………………………….... x
v
Registration No.: 200601034211 (753970-X)
PAGE
6. INFORMATION ON OUR GROUP………………………………………………………….......... 77
6.1 Our Company………………………………………………………................................. 77
6.2 Our Group………………………………………………………………………………….. 77
6.3 Share capital……………………………………………………………………………….. 78
6.4 Details of our Subsidiaries......................................................................................... 79
6.5 Listing Scheme……………...……………………………………………………………... 109
6.6 Capital Expenditures and Divestitures…………………………………………………… 118
vi
Registration No.: 200601034211 (753970-X)
PAGE
12. FINANCIAL INFORMATION………………………………………………………………………. 280
12.1 Historical financial information…………………………………………………………… 280
12.2 Capitalisation and indebtedness………………………………………………………… 283
12.3 Management’s discussion and analysis of financial condition and results of
operations…………………………………………………………………. ……………… 284
12.4 Liquidity and capital resources…………………………………………………………... 305
12.5 Types of financial instruments used, treasury policies and objectives………………. 313
12.6 Material commitments for capital expenditure………………………………………….. 314
12.7 Material litigation and contingent liabilities…………………………………………….. 314
12.8 Key financial ratios………………………………………………………………………... 316
12.9 Impact of government, economic, fiscal or monetary policies……………………….. 321
12.10 Impact of inflation…………………………………………………………………………. 321
12.11 Impact of interest rates, commodity prices and / or foreign exchange rates on our 321
Group’s operations………………………………………………………………………..
12.12 Order book………………………………………………………………………………… 322
12.13 Trend information…………………………………………………………………………. 322
12.14 Recent developments…………….………………………………………………………. 323
12.15 Dividends……………………………………………...…….…………………………...... 324
12.16 Independent Assurance Report on the Compilation of Pro Forma Financial
Information ……...…………………………………….…………………………………... 325
vii
Registration No.: 200601034211 (753970-X)
Words importing the singular include the plural and vice versa. Words importing a gender include any
gender. References to persons include a corporation. Any reference to words such as “we”, “us”, “our”
and “ourselves” in this Prospectus shall be a reference to our Company, our Group or any member
company of our Group as the context requires, unless otherwise stated. All references to “SkyWorld
Development” and “our Company” in this Prospectus are to SkyWorld Development Berhad, references
to the “SkyWorld Group” or “our Group” are to our Company and our Subsidiaries taken as a whole.
Unless the context otherwise requires, references to “Management” are to our Directors and key senior
management personnel as at the date of this Prospectus, and statements as to our beliefs, expectations,
estimates and opinions are those of our Management.
All references to our “Offerors” or “Selling Shareholders” are to Datuk Seri Ng and Datuk Lam.
All references to “our Promoters” are to Datuk Seri Ng, Datuk Lam, Lee Chee Seng and Zafidi Bin
Mohamad.
Any reference in this Prospectus, the Application Form, Electronic Share Application or Internet Share
Application to any legislation, statute or statutory provision shall be a reference to the statute or legislation
of Malaysia and includes any statutory modification, amendment or re-enactment thereof, unless
otherwise indicated.
In this Prospectus, references to the “Government” are to the Government of Malaysia; and references
to “RM” and “sen” are to the lawful currency of Malaysia. The word “approximately” used in this Prospectus
is to indicate that a number is not an exact one, but that number is usually rounded off to the nearest
tenth or 1 decimal place, where applicable and hence may not be exact. Any discrepancies in the tables
included in this Prospectus between the amounts listed and the total thereof are due to rounding.
All reference to dates and times are references to dates and times in Malaysia unless otherwise stated.
All references to the “LPD” in this Prospectus are referred to 25 October 2022, which is the latest
practicable date prior to the registration of this Prospectus with the SC.
This Prospectus includes statistical data provided by us and various third parties. This data is taken or
derived from information published by industry sources and from our internal data. In each such case, the
source is stated in this Prospectus. Where there is no source stated, it can be assumed that the
information originates from us or is extracted from the Independent Market Research Report prepared by
Vital Factor (as defined in this Prospectus) which is included in Section 8 of this Prospectus. Vital Factor
has been appointed to provide an Independent Market Research Report. In compiling its data for the
review, Vital Factor had relied on its research methodology, industry sources, published materials, its own
private databases and direct contacts within the industry.
If there are any discrepancies or inconsistencies between the English and Malay versions of this
document, the English version shall prevail. The information on our website, or any website directly or
indirectly linked to such website does not form part of this Prospectus and you should not rely on it.
viii
Registration No.: 200601034211 (753970-X)
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements. All statements other than statements of historical
facts included in this Prospectus, including, without limitation, those regarding our financial position,
business strategies, future plans and prospects, and objectives of our Group for future operations, are
forward-looking statements. Such forward-looking statements involve known and unknown risks,
uncertainties, contingencies and other factors which may cause our actual results, our performance or
achievements, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding our present and future business strategies
and the environment in which we will operate in the future. Such forward-looking statements reflect our
Group's current view with respect to future events and are not a guarantee of future performance.
Forward-looking statements can be identified by the use of forward-looking terminology such as the words
"expect", "believe", "plan", "intend", "estimate", "anticipate", "aim", "forecast", "may", "will", "would", and
"could" or similar expressions and include all statements that are not historical facts. Such forward-looking
statements include, without limitation, statements relating to:
(ii) our future financial performance and financing plans including earnings, cash flow and liquidity;
(iv) our business strategies, trends and competitive position and the effect of such competition;
(v) the plans and objectives of our Company for future operations;
(vi) the general industry environment, including the demand and supply for our products and services;
Our actual results may differ materially from information contained in the forward-looking statements as a
result of a number of factors beyond our control, including, without limitation:
(i) the general economic, business, social, political and investment environment in Malaysia and
globally; and
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to those discussed in Section 9 of this Prospectus on “Risk Factors” and
Section 12.3.2 of this Prospectus on “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”. We cannot give any assurance that the forward-looking statements made in this
Prospectus will be realised. Such forward-looking statements are made only as at the date of this
Prospectus.
Should we become aware of any subsequent material change or development affecting matter disclosed
in this Prospectus arising from the date of issue of this Prospectus up to the date of our Listing, we shall
further issue a supplemental or replacement prospectus, as the case may be, in accordance with the
provisions of Section 238(1) of the CMSA and Paragraph 1.02, Chapter 1 of Part II (Division 6 on
Supplementary and Replacement Prospectus) of the Prospectus Guidelines.
ix
Registration No.: 200601034211 (753970-X)
DEFINITIONS
The following definitions shall apply throughout this Prospectus unless the definitions are defined
otherwise or the context requires otherwise:
GENERAL
Acquisition : The acquisition by our Company of the remaining 40% equity interest in NTP
World Corporation comprising 2,000,000 ordinary shares for a purchase
consideration of RM20,000,000 satisfied wholly by the issuance of
25,000,000 new Shares at an issue price of RM0.80 per Share, as set out
in Section 6.5.1 of this Prospectus
Act : Companies Act 2016, including amendments from time to time and any re-
enactment thereof
Admission : Admission of our Shares to the Official List of the Main Market
Application : Application for our IPO Shares by way of Application Forms, the Electronic
Share Application or the Internet Share Application
Application Form(s) : The printed application form(s) for the application of our IPO Shares under
the Retail Offering accompanying this Prospectus
Bonus Issue of ICPS : Bonus issue of 187,500,000 ICPS amounting to RM[●] at an issue price of
RM[●] on the basis of 3 ICPS for every 1 existing Share to our Promoters,
as set out in Section 6.5.1 of this Prospectus, in the following manner:
upon conversion
Promoter No. of ICPS of ICPS
Note:
(1) The ICPS has a conversion ratio of 1 ICPS for 1 new Share
x
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
Bonus Issue of : Bonus issue of 704,500,000 new Shares on the basis of 1,409 new Shares
Shares for every 125 existing Shares in our Company, as set out in Section 6.5.1 of
this Prospectus
Bonus Shares : New Shares to be issued pursuant to the Bonus Issue of Shares
Bursa Depository : Bursa Malaysia Depository Sdn. Bhd. (Registration No. 198701006854
(165570-W))
CDS Account(s) : An account established by Bursa Depository for the recording of deposits or
securities and for dealings in such securities by the Depositor
Central Depositories : Securities Industry (Central Depositories) Act 1991, including amendments
Act or SICDA from time to time and any re-enactment thereof
CMSA : Capital Markets and Services Act 2007, including amendments from time to
time and any re-enactment thereof
Datuk Bandar : Datuk Bandar Kuala Lumpur, a corporation sole established under the
Federal Capital Act 1960
Datuk Lam : Datuk Lam Soo Keong @ Low Soo Keong, our Promoter, substantial
shareholder and Non-Independent Executive Director
Datuk Seri Ng : Datuk Seri Ng Thien Phing, our Promoter, substantial shareholder and Non-
Independent Executive Chairman
DBKL : Dewan Bandaraya Kuala Lumpur, the city council which administers the city
of Kuala Lumpur
Director(s) : Director(s) of our Company and shall have the meaning given in Section 2
of the CMSA
xi
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
Electronic : An electronic copy of this Prospectus that has been registered by the SC,
Prospectus which is being issued, circulated, distributed, stored or hosted on digital
platforms or electronic storage mediums. This includes, but is not limited to,
website, mobile application, email, compact disc, thumb drive and cloud-
based storage
Electronic Share : Application for our IPO Shares under the Retail Offering through a
Application Participating Financial Institution’s ATM
Eligible Persons : Eligible Directors, key senior management, employees and persons who
have contributed to the success of our Group, as further detailed in Section
4.3.1(ii) of this Prospectus
Financial Years : FYE 2020, FYE 2021 and FYE 2022, collectively
Under Review
GP : Gross profit
Independent Valuer : CBRE WTW Valuation & Advisory Sdn Bhd (formerly known as C H Williams
Talhar & Wong Sdn Bhd (Registration No. 197401001098 (18149-U)), the
independent valuer appointed for our Listing
Institutional Offering : Offering of 325,000,000 IPO Shares at the IPO Price subject to clawback
and reallocation provisions, to be allocated in the following manner:
Internet Participating : Participating financial institution(s) for the Internet Share Applications, which
Financial is set out in Section 16 of this Prospectus
Institution(s)
Internet Share : Application for the Public Issue Shares through an Internet Participating
Application Financial Institution
IPO : Initial public offering comprising the Public Issue and Offer for Sale,
collectively
xii
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
IPO Price : RM[●] per IPO Share, being the price payable by investors under the Public
Issue and Offer for Sale
IPO Shares : The Public Issue Shares and Offer Shares, collectively
Land Swap : Land Swap Agreement entered into between NTP World Corporation and
Agreement Datuk Bandar for the acquisition of 2 plots of land of approximately 30.55
acres in Setapak, Kuala Lumpur where NTP World Corporation designed
and built a sports complex (SkyArena Sports Complex) in exchange for the
said plots of land
Listing : Admission to the Official List and the listing of and quotation for our entire
enlarged issued share capital on the Main Market
Listing Scheme : The Pre-IPO Exercise, IPO and the Listing, collectively
LPD : 25 October 2022, being the latest practicable date prior to the registration of
this Prospectus
Market Day : A day on which Bursa Securities is open for trading in securities
MCO : Movement control order issued under the Prevention and Control of
Infectious Disease Act 1988 and the Police Act 1967
NA : Net assets
Newfields Advisors : Newfields Advisors Sdn Bhd (Registration No. 199401010372 (296051-V))
or Financial Adviser
Offer for Sale : The invitation by our Offerors to Bumiputera investors approved by MITI,
institutional and selected investors to purchase the Offer Shares at the IPO
Price, payable in full upon application, subject to the terms and conditions
of this Prospectus
xiii
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
Offer Shares : 192,000,000 existing Shares to be offered by our Offerors under the Offer
for Sale
Offerors or Selling : Datuk Seri Ng and Datuk Lam, collectively. Their respective Offer Shares
Shareholders are as follows:
(1) % of (2)
% of enlarged
enlarged issued share
issued share capital after full
No. of Offer capital after our conversion of
Offerors Shares IPO the ICPS
Notes:
Official List : A list specifying all securities which have been admitted for listing which
have not been removed from the Main Market
Participating : The participating financial institution(s) for the Electronic Share Application,
Financial which is set out in Section 16 of this Prospectus
Institutions(s)
Pink Application : Application form for the application of our Public Issue Shares under the
Form Retail Offering by the Eligible Persons, accompanying this Prospectus
Pink Form Allocation : The allocation of 25,000,000 Public Issue Shares of our Company
representing 2.50% of the enlarged number of issued Shares of our
Company at the IPO Price to be issued to the Eligible Persons
Pink Form Shares : The total of 25,000,000 Public Issue Shares to be issued to the Eligible
Persons under the Pink Form Allocation
Pre-IPO Exercise : The Bonus Issue of Shares, the Bonus Issue of ICPS and the Acquisition,
collectively
Promoters : Datuk Seri Ng, Datuk Lam, Lee Chee Seng and Zafidi Bin Mohamad,
collectively
xiv
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
Public Issue : The invitation by our Company to the Malaysian Public, Eligible Persons and
institutional and selected investors to subscribe for the Public Issue Shares
at the IPO Price, payable in full upon Application, subject to the terms and
conditions of this Prospectus
Public Issue Shares : 208,000,000 new Shares to be issued by our Company under the Public
Issue
Record of Depositors : A record of securities holders established by Bursa Depository under the
Rules
Retail Offering : Offering of 75,000,000 IPO Shares at the IPO Price, subject to clawback
and reallocation provisions, to be allocated in the following manner:
Share Registrar and : Tricor Investor & Issuing House Services Sdn Bhd (Registration No.
Issuing House 197101000970 (11324-H))
Subsidiaries : The companies listed in page xvi collectively and each individually referred
to as “Subsidiary”
Underwriting : The underwriting agreement dated [●] entered into between our Company
Agreement and Kenanga IB pursuant to our Listing
Vital Factor or IMR : Vital Factor Consulting Sdn Bhd (Registration No. 199301012059 (266797-
T)), our independent business and market research consultants
White Application : Application form for the application of our Public Issue Shares under the
Form Retail Offering by the Malaysian Public accompanying this Prospectus
xv
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
RM and sen : Ringgit Malaysia and sen, the lawful currency of Malaysia
USD : United States Dollar, the lawful currency of the United States of America
% : Per centum
Aqua Legacy : Aqua Legacy Sdn Bhd (Registration No. 201701012847 (1227012-W))
Aspirasi Cekap : Aspirasi Cekap Sdn Bhd (Registration No. 202201029870 (1475567-K))
Central Enclave : Central Enclave Sdn Bhd (Registration No. 201701012889 (1227054-H))
Citra Amal : Citra Amal Sdn Bhd (Registration No. 201301016782 (1046615-P))
Desa Imbangan : Desa Imbangan Sdn Bhd (Registration No. 201301025663 (1055493-
M))
Kem Batu Kentonmen : Kem Batu Kentonmen Development Sdn Bhd (Registration No.
201401039177 (1115329-V))
Klasik Eramas : Klasik Eramas Sdn Bhd (Registration No. 202101006013 (1406312-X))
Legasi Spohra : Legasi Spohra Sdn Bhd (Registration No. 201701012863 (1227028-U))
Medan Srijuta : Medan Srijuta Sdn Bhd (Registration No. 201301025791 (1055621-D))
NTP World Corporation : NTP World Corporation Sdn Bhd (Registration No. 200601024810
(744564-D))
Rimba Maju Realiti : Rimba Maju Realiti Sdn Bhd (Registration No. 201301026010 (1055840-
X))
xvi
Registration No.: 200601034211 (753970-X)
DEFINITIONS (CONT’D)
SkyWorld Asset : SkyWorld Asset Management Sdn Bhd (formerly known as Arena Sports
Management KL Sdn Bhd) (Registration No. 201601021999 (1192938-X))
SkyWorld Builder : SkyWorld Builder Sdn Bhd (Registration No. 200801031431 (832763-H))
SkyWorld Connects : SkyWorld Connects Sdn Bhd (formerly known as SkyWorld Property
Management Sdn Bhd) (Registration No. 201801037374 (1299404-M))
SkyWorld Land : SkyWorld Land Sdn Bhd (Registration No. 201401025909 (1101999-M))
SkyWorld Staris : SkyWorld Staris Development Sdn Bhd (Registration No. 202101025030
Development (1425330-T))
SkyWorld Venture : SkyWorld Venture Sdn Bhd (Registration No. 201401025912 (1102002-
D))
West Victory : West Victory Sdn Bhd (Registration No. 201501032746 (1158066-V))
xvii
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The following technical terms used in this Prospectus bear the same meanings as set out below unless
the term is defined otherwise or the context requires otherwise:
Affordable development : In the context of this Prospectus, the properties that are developed
under the affordable housing scheme namely Residensi Wilayah
Keluarga Malaysia (formerly known as Rumah Mampu Milik Wilayah
Persekutuan) introduced by the Government.
Defect Liability Period : A period of time after a project has been completed where the
(DLP) property developer is obliged to remedy the defects as stipulated in
the SPA.
Rent to Own (RTO) : A financing scheme offered by financial institutions where the eligible
financing scheme potential buyer can rent an approved property which is eligible under
the RTO financing scheme up to 5 years. At the end of the first year
after obtaining the CCC of the unit, the potential buyer (who is also
the tenant) has the option to purchase the said property based on
the price that is fixed at the time the tenancy agreement was signed.
Safety and Health : An independent method used by CIDB to assess and evaluate the
Assessment System in safety and health performance of a contractor in respect of
Construction construction works / projects. SHASSIC uses a scoring system
(SHASSIC) based on 3 approaches including document checks, workplace
inspection and employee interview.
Take-up rate : In the context of this Prospectus, the take-up rate, which is
expressed in percentage terms, refers to the proportion of the
number of units sold out of the total number of units for sale.
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Gross development : The estimated sales value of the properties within a development
value (GDV) project. GDV comprises total value of units sold based on SPA price
and total value of unsold units based on listing price.
Liquidated and : Liquidated and ascertained damages which are due to a customer
ascertained damages at a rate as stated in the SPA when the property developer fails to
(LAD) deliver the completed work within the period stipulated in the said
SPA.
Quality Assessment : A system or method used by CIDB to measure and evaluate the
System in Construction workmanship quality of a building construction work based on the
(QLASSIC) Construction Industry Standard. QLASSIC serves as a benchmark
for the quality of construction works against industry standards
based on a scoring system. The assessment consists of 3 main
components namely architectural works, basic mechanical and
electrical fittings and external works.
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Registration No.: 200601034211 (753970-X)
1. CORPORATE DIRECTORY
BOARD OF DIRECTORS
Datuk Seri Ng Thien Phing No. 1, Aman Bali, Jalan Krian Malaysian Male
(Non-Independent Executive Chairman) Off Jalan Ipoh, 51100 Kuala
Lumpur Wilayah Persekutuan
Datuk Lam Soo Keong @ Low Soo No. 79, Jalan Midah 3, Taman Malaysian Male
Keong Midah, 56000 Kuala Lumpur
(Non-Independent Executive Director) Wilayah Persekutuan
Lee Chee Seng No. 112, Jalan 3 Desa Bunga Malaysian Male
(Non-Independent Executive Director / Raya, 43000 Kajang Selangor
Chief Executive Officer)
Chan Seng Fatt No. 167, Jalan Sri Petaling 5, Malaysian Male
(Independent Non-Executive Director) Bandar Baru Sri Petaling,
57000 Kuala Lumpur Wilayah
Persekutuan
Zalinah Binti A Hamid No. 18, Jalan Dahlia 2, Laman Malaysian Female
(Independent Non-Executive Director) Dahlia, Nilai Impian, 71800
Nilai, Negeri Sembilan
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Professional qualification:
1. Member of the MIA (MIA Membership No. 35385)
Qualification :
1. Bachelor of Science from the University of New
South Wales, Australia
2. Master of Business Administration from the New
South Wales Institute of Technology (now known as
University of Technology, Sydney)
3. Fellow of the Australian Marketing Institute and
Institute of Managers and Leaders (formerly known
as the Australian Institute of Management)
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Registration No.: 200601034211 (753970-X)
SHARE REGISTRAR AND ISSUING : Tricor Investor & Issuing House Services Sdn Bhd
HOUSE Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Wilayah Persekutuan (KL)
Malaysia
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Registration No.: 200601034211 (753970-X)
2.1.1 SC
The SC had, vide its letter dated [●], approved our IPO and our Listing under Section 214(1) of
the CMSA, subject to the compliance with the following condition:
2. [● ] [● ]
The SC has also via the same letter [approved] the resultant equity structure of our Company
pursuant to our Listing under the Bumiputera equity requirement for public listed companies
(“Equity Requirement”). The effects of our Listing on the equity structure of our Company are
as follows:
Bumiputera
(1) (1) 150,000,000
- Bumiputera investors to - - 150,000,000 15.00 12.63
be approved by the MITI
(1) 25,000,000 (1) 25,000,000
- Bumiputera public - - 2.50 2.11
investors via balloting
Foreigners - - - - - -
Notes:
(1) Assuming all Shares allocated to Bumiputera investors to be approved by the MITI under the
Institutional Offering and Bumiputera investors under the Retail Offering via balloting are fully
subscribed.
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Registration No.: 200601034211 (753970-X)
The SC had, vide its letter dated 1 November 2022, approved the relief sought by us from having
to comply with certain requirements under the Prospectus Guidelines as follows:
The SAC had, vide its letter dated [●], classified our Shares as Shariah-compliant based on our
latest audited financial information for FYE 2022.
(i) the admission of our Company to the Official List of the Main Market of Bursa Securities;
and
(ii) the listing of and quotation for our entire enlarged issued share capital on the Main
Market; and
2. [● ] [● ]
2.1.3 MITI
The MITI had, vide its letter dated [●], taken note of and has no objection to our Listing.
In accordance with Paragraph 5.29(a), Part II of the Equity Guidelines, our Promoters will not be
allowed to sell, transfer or assign their entire shareholdings in our Company as at the date of our
Listing, for a period of 6 months from the date of our Listing (“Moratorium Period”).
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Details of our Shares held by our Promoters which will be subject to moratorium are as follows:
(1)
Name No. of Shares %
Promoter
Zafidi Bin Mohamad 37,272,000 3.73
Note:
(1) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
Our Promoters have provided undertaking letters that they will not sell, transfer or assign any
part of their respective shareholding under moratorium during the Moratorium Period, in
accordance with the Equity Guidelines.
The above moratorium restriction is specifically endorsed on the share certificates representing
the Shares held by our Promoters and substantial shareholders which are under the moratorium
to ensure that our Share Registrar does not register any transfer that contravenes such
restrictions. In compliance with the restrictions, Bursa Depository will, on our Share Registrar’s
instructions in the prescribed forms, ensure that the trading of these Shares is not permitted
during the Moratorium Period.
For the avoidance of doubt, the new Shares to be issued to our Promoters pursuant to the
conversion of the ICPS will not be placed under moratorium as the conversion period of the ICPS
is more than 6 months from the date of our Listing. For further details on the ICPS, please refer
to Section 6.5.1 of this Prospectus.
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3. PROSPECTUS SUMMARY
THIS PROSPECTUS SUMMARY ONLY HIGHLIGHTS THE KEY INFORMATION FROM OTHER PARTS OF
THIS PROSPECTUS. IT DOES NOT CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT TO
YOU. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THE WHOLE PROSPECTUS PRIOR
TO DECIDING ON WHETHER TO INVEST IN OUR SHARES.
3.1.1 Allocation
Our IPO involves the Public Issue of 208,000,000 new Shares and Offer for Sale of 192,000,000
existing Shares, representing an aggregate of approximately 40.00% of our enlarged number of issued
Shares, at the IPO Price of RM[●] per IPO Share. The allocation of our IPO Shares (subject to the
clawback and reallocation provisions as set out in Section 4.3.5 of this Prospectus) shall be in the
following manner:
Institutional Offering
(i) Bumiputera investors - - 150,000,000 15.00 150,000,000 15.00
approved by the MITI
(ii) Institutional and selected 133,000,000 13.30 42,000,000 4.20 175,000,000 17.50
investors
Notes:
(1) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(2) At least 50.0% of the balloting Shares shall be set aside for Bumiputera individuals, companies,
co-operatives, societies and institutions.
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No. of Shares
Share Capital
(1)
Issued share capital as at the date of this Prospectus 792,000,000
New Shares to be issued pursuant to the Public Issue 208,000,000
Enlarged total number of Shares upon Listing 1,000,000,000
(2)
New Shares to be issued assuming full conversion of the ICPS 187,500,000
Enlarged total number of Shares assuming full conversion of the ICPS 1,187,500,000
Notes:
(1) After completion of the Pre-IPO Exercise and before our IPO.
(2) The ICPS shall only be converted after 3 years from the issue date of the ICPS
(3) Further details of the pro forma NA are set out in Section 12.16 of this Prospectus.
In accordance with Paragraph 5.29(a), Part II of the Equity Guidelines, our Promoters are not allowed
to sell, transfer or assign any of its holding in our Shares as at the date of our Listing, for a period of
six months from the date of our Listing.
For the avoidance of doubt, the new Shares to be issued to our Promoters pursuant to the conversion
of the ICPS will not be placed under moratorium as the conversion period of the ICPS is more than 6
months from the date of our Listing. For further details on the ICPS, please refer to Section 6.5.1 of
this Prospectus.
Further details of the moratorium imposed on our Shares are set out in Section 2.2 of this Prospectus
and further details of our IPO are set out in Section 4 of this Prospectus.
Our Company was incorporated in Malaysia under the CA 1965 as a private limited company on 22
November 2006 and is deemed registered under the Act, under the name of Varsity Networks Sdn
Bhd, which was subsequently changed to NTP World Development Sdn Bhd on 6 February 2008. On
5 December 2014, our Company’s name changed to SkyWorld Development Sdn Bhd. We
subsequently converted to a public limited company on 20 September 2022 and assumed our present
name of SkyWorld Development Berhad to facilitate our Listing.
As at the LPD, the structure of our Group and details of our Subsidiaries are set out in Sections 6.2
and 6.4 of this Prospectus.
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Notes:
(1) For the Financial Years Under Review, revenue from property development accounted for 95.52%
RM500.36 million), 99.88% (RM488.20 million) and 99.99% (RM790.37 million) for FYE 2020, FYE
2021 and FYE 2022 respectively.
(2) Other activities namely management services and construction accounted for 4.48% (RM23.50
million), 0.12% ((RM0.60 million and 0.01% (RM0.07 million for FYE 2020, FYE 2021 and FYE 2022
respectively.
(3) Financial institution refers to Maybank Islamic Berhad where the properties were sold under the Rent
To Own financing scheme under the HouzKEY 2.0 programme.
We are an urban property developer focusing on the development of high-rise residential and
commercial as well as affordable properties. For the Financial Years Under review, all our
property developments are in FT Kuala Lumpur.
(ii) Others
A small proportion of our revenue is derived from management services for our own
completed developments. Our responsibilities under management services involves
the supervision of third-party property management companies during their course of
managing the properties.
(b) Construction
Our Group is not principally involved in the construction business. In FYE 2020, we
recorded revenue from the design and build of a sports complex in Setapak pursuant
to the Land Swap Agreement.
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Further details of our business activities are set out in Section 7.3 of this Prospectus.
During the Financial Years Under Review, our Group’s revenue was mainly generated from property
development. Our revenue segmentation by business activities for the Financial Years Under Review
are summarised in the following diagrams:
Further details of our revenue segmentation are set out in Sections 7.3.1 and 12.3.4 of this Prospectus.
Due to the implementation of various MCO measures in 2020 and 2021, some of our business
operations were temporarily suspended for certain periods and upon resumption of operations we
continued to operate in accordance with Government guidelines and standard operating procedures.
As we achieved the vaccination rate set by the Government, we increased our workforce capacity to
80% on 16 August 2021 before operating at full capacity from 29 September 2021 onwards and up to
the LPD. The impact of COVID-19 on our Group are as follows:
(i) overall, our revenue for FYE 2021 declined by 6.69% from RM523.86 million in FYE 2020 to
RM488.80 million in FYE 2021, whereas our revenue for FYE 2022 increased by 61.71% to
RM790.44 million compared to RM488.80 million in FYE 2021, notwithstanding a decline in
revenue by 14.57% and 21.29% in Q1 and Q2 FYE 2022. The decline in revenue in FYE 2021
and FYE 2022 (Q1 and Q2) are mainly due to delays in progress of construction for our on-
going developments as a result of the temporary suspension of on-site construction activities;
and
Further details on the impact of COVID-19 on our business operations and financial performance are
set out in Sections 7.14 and 9.1.4 of this Prospectus.
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(i) We have a proven track record in property development supported by the completion
of 7 developments in FT Kuala Lumpur
Since the commencement of our business in 2014, we have a proven track record of 8 years
in property development and this is supported by the completion of 7 property developments
including residential, commercial and affordable properties with a total GDV of RM3.05 billion.
In addition, we have 5 on-going property developments with a total GDV of RM2.28 billion.
The take-up rate of our completed developments demonstrates the market acceptance of our
property developments. More importantly, it indicates that our property developments are able
to meet the needs and requirements of our customers. As at the LPD, we have a total sold
and unbilled GDV of RM1.01 billion which will be recognised progressively between FYE 2023
and FYE 2026.
(ii) We place emphasis on the quality of our property developments and this is supported
by our quality certifications from CIDB
As a property developer, we place significant emphasis and commitment on the quality of our
property development and this is demonstrated by the quality certifications from CIDB. The
quality of our property development was assessed using QLASSIC. Our QLASSIC scores
exceeded the overall average scores for the industry which ranges between 69% and 73%*
between 2017 and 2020 (Source: *CIDB). Our achievements and recognitions in quality
further reinforces the importance we place on the workmanship of our developments to our
existing and potential customers.
(iii) We have on-going and future planned property developments at strategic locations
As an urban property developer, our on-going and planned developments are strategically
located within FT Kuala Lumpur. As at the LPD, we have on-going property developments in
Taman Desa (SkyVogue Residences), Setiawangsa (SkySierra Residences (The Valley)),
Setapak (EdgeWood Residences and SkyAwani IV Residences) and Sentul (SkyAwani V
Residences).
(iv) We have a sizeable land bank to sustain our property development business
As at the LPD, we have a total land bank of approximately 60.10 acres in various locations
including Setapak, Setiawangsa, Bukit Jalil, Taman Desa and Cheras which are reserved for
future developments. The available land bank will be utilised for planned development as well
as future developments which will continue to provide business and growth opportunities for
our Group. We expect the approved planned developments on our existing land bank will
provide us with property development opportunities up until 2026. Further details in respect
of the land bank are set out in Section 7.6.4 of this Prospectus.
(v) We have experienced executive officers and key senior management to lead and
manage the business operations
We have experienced Directors and key management team to manage our business
operations led by our founder and Non-Independent Executive Chairman, Datuk Seri Ng,
Executive Director, Datuk Lam and Executive Director and Chief Executive Officer, Lee Chee
Seng. We are also supported by our key management team, our Head of Finance, Low Weng
Cheong, our Head of Sales, Tan Lea Chin and our Head of Business Venture, Ng Hong Haw.
(vi) We placed significant emphasis on customer service with the objective of enhancing
our customer’s experience and develop customer loyalty
As part of our intention to enhance our customer’s experience and develop customer loyalty,
we provide value-added services such as SW Connects to SkyWorld home owners with
features including site progress updates, reservation of common facilities and monthly
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financial record keeping, and customer service. In addition, SW Connects added a module
called Solution Plus (Solution+) which connects SkyWorld home owners with suppliers of
products and services such as interior design, renovations, furniture, home appliances,
telecommunications subscription services, home movers and other services. This is part of
our portfolio of customer service to provide convenience and ease of accessibility to services
which are usually required by home owners.
Further details of our competitive strengths are set out in Section 7.6 of this Prospectus.
(i) to replenish our land bank to seek potential land for acquisition in Klang Valley including FT
Kuala Lumpur and Selangor;
(ii) to launch 11 new developments between 2023 to 2026 with a total GDV of RM4.61 billion;
(iii) to develop Build-to-Rent properties including commercial square and co-living space in FT
Kuala Lumpur; and
(iv) to expand our urban property development business model into the Ho Chi Minh City,
Vietnam.
Further details of our business strategies and future plans are set out in Section 7.7 of this Prospectus.
Our business is subject to a number of risk factors, many of which are outside our control. Before
investing in our Shares, you should carefully consider, along with the other matters, the risk factors
(which may not be exhaustive) as set out in Section 9 of this Prospectus.
The following are some of the key risks that we are currently facing or that may occur in the future:
We are subject to the risk of unanticipated increases in the cost of development which could
arise from among others, environment assessment cost, construction cost associated with
contractor services, building materials and land cost. Furthermore, building materials such as
steel and concrete materials are commodities where the prices are subject to supply and
demand conditions. In the event of any adverse fluctuations in the prices of these said
materials, which had not been taken into the budgeted development cost, this may affect our
overall development profitability.
(ii) Our financial performance may be adversely affected by adverse land issues
In the event we experience any unforeseen adverse land issues, it may result in the escalation
in our development costs where we may be obligated to increase the selling price of our
properties in order to achieve our desired returns. The increase in the price of our properties
may reduce our competitiveness in the market or reduce the appeal or level of affordability of
our properties to potential buyers. Any increases in our development costs may also adversely
affect the overall profitability of our developments.
(iii) We are dependent on contractors to perform the construction works for our
developments
We are reliant on the performance of our contractors for timely delivery or in meeting our
quality specifications. There is a risk associated with the health and safety practices
performed by our contractors or the untimely completion of construction works which may
either result in suspension of works or fines from the authorities or LAD claims against our
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Group due to the delays in completion of our development. Furthermore, in the event our
contractors are unable to deliver up to the desired quality expectations, it may adversely affect
our market reputation and sales of our properties.
(iv) Our business operations and financial performance may be affected by a prolonged or
resurgence of COVID-19 pandemic or emergency of other epidemics or pandemics
Our business was impacted due to the containment measures during the MCO period
between 18 March 2020 and 4 May 2020 as well as various phases of the NRP which
commenced on 1 June 2021, where our development site operations were either suspended
or were operating at below full capacity. The interruptions in business operations had
adversely affected our development progress, execution and implementation as well as billing
schedules of our developments.
(v) Our business operations are dependent on our executive officers and key senior
management
Our business operations are dependent on the experience, knowledge and skills of our
executive directors and officer, as well as key management for our urban property
development business.
The loss of services from any of our executive officers and / or key senior management without
any suitable and timely replacement may adversely affect our business operations and
financial performance.
(vi) We may be exposed to liquidity risk and interest rate risk that may result in financial
distress if we fail to meet our financial and performance obligations
Our purchasers typically make a payment of 10% of the purchase consideration upon the
signing of the SPA as per our requirement. During the development period, the remaining
purchase consideration will only be paid progressively upon the issuance of progress billings
where we will claim the progress payments from the purchasers according to the actual works
completed. In the event that we are unable to generate sufficient cash flow during the
development period, this may affect our ability to meet our financial obligations.
(vii) Our growth prospects may be limited if we are unable to effectively execute some of
our business strategies and plans effectively
The prospects and future growth of our business are dependent on our ability to implement
and execute our strategies and plans effectively and promptly. There is a risk that we may not
be able to achieve the timing and objectives of our business strategies and plans due to
factors including, among others, the inability to secure sufficient funding and / or bank
borrowings, limitations in human resources or experience, regulatory changes, and delays
due to reintroduction of COVID-19 pandemic containment measures or other epidemics or
pandemics in the future.
There is no assurance that the estimated GDVs will reflect the actual sales achieved by any
development as it is subject to the various assumptions as mentioned above. If we are unable
to sell all the units developed as anticipated and / or we are unable to achieve the expected
selling prices, this could affect our initial estimated or budgeted GDV which would adversely
affect our business condition and financial performance.
(ix) Our property development projects may be subjected to LAD claims due to delays in
delivery
As a property developer, we are subjected to agreed timelines for the handover of our
properties to buyers. In the event that we are unable to deliver our properties on time as
stipulated in our SPAs, we may be subject to LAD claims from our customers.
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(x) We are subject to the risks of defect liability claims from our customers
In the event of any unexpected structural defects or building deficiencies that may occur
during the defect liability period, we will incur rectification expenses for repairs and make good
all identified defects. In this respect, any material rectification costs incurred and/or claims
would adversely affect our financial conditions and performance. We have back-to-back
arrangement with our third-party contractors where they are responsible for such rectification
of the defects during the defect liability period.
(xi) The performance of the property market may be adversely affected by the continuing
increase in the property overhang conditions
In 2021, the volume of high-rise overhang residential properties in FT Kuala Lumpur increased
by 29.8% while new launches of high-rise residential units declined by 41.0%. As for the
overhang of high-rise commercial properties in 2021, FT Kuala Lumpur recorded an increase
of 10.2% in volume compared to 81.4% in 2020.
In 2021, the high-rise residential property overhang in FT Kuala Lumpur was entirely attributed
to condominiums and apartments, of which the price segment of 500,001 to RM1 million
accounted for the largest proportion of high-rise overhang units at 44.9% in terms of volume.
Meanwhile, in 2021, serviced apartments represented 91.1% of the total volume of high-rise
commercial property overhang in FT Kuala Lumpur, while the remainder of 8.9% was
accounted for by Small Office / Home Office (“SOHO”). In 2021, serviced apartments priced
between RM500,001 and RM1 million represented the largest proportion of the total overhang
serviced apartments in FT Kuala Lumpur at 54.7% (Source: IMR Report).
We are exposed to inherent risks in the property development industry such as changes in
economic, social, political and regulatory environment in Malaysia and Vietnam. Operational
risks also include incremental cost relating to the land for development, availability of labour
and increase in cost of materials, equipment, contracting services, as well as financing and
overhead costs. Other business risks include demand for our properties, impact of competition
from sales of new properties and resale of existing properties, as well as excess supply and
overhang conditions.
As at the LPD, our Directors and key senior management are as follows:
Name Designation
Directors
Datuk Seri Ng Non-Independent Executive Chairman
Datuk Lam Non-Independent Executive Director
Lee Chee Seng Non-Independent Executive Director / Chief Executive Officer
Chan Seng Fatt Independent Non-Executive Director
Ong Soo Chan Independent Non-Executive Director
Phang Sze Fui Independent Non-Executive Director
Zalinah Binti A Hamid Independent Non-Executive Director
Further details of our Directors and key senior management are set out in Section 5 of this Prospectus.
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The details of our Promoters and substantial shareholders, and their respective shareholdings in our
Company before our IPO, after our IPO and after assuming full conversion of the ICPS are as follows:
Assuming full
Nationality / Before our IPO After our IPO conversion of the ICPS
Place of
Name (1) (2) (3)
Incorporation No. of Shares % No. of Shares % No. of Shares %
Promoter
Zafidi Bin Mohamad Malaysian 37,272,000 4.71 37,272,000 3.73 40,272,000 3.39
Notes:
(1) Based on the total number of 792,000,000 Shares, upon completion of the Pre-IPO Exercise and
before our IPO.
(2) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(3) Based on the enlarged total number of 1,187,500,000 Shares assuming full conversion of the
ICPS.
Further details of our Promoters, substantial shareholders and their shareholdings in our Company
are set out in Section 5.1 of this Prospectus.
Based on the IPO Price of RM[●], the total gross proceeds of RM[●] million from the Public Issue will
be utilised by our Group in the following manner:
Further details on the utilisation of proceeds are set out in Section 4.8 of this Prospectus.
The following table sets out a summary of the consolidated financial information of our Group for the
Financial Years Under Review.
Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
Consolidated statements of profit or loss and
other comprehensive income
Revenue 523,860 488,797 790,437
GP 178,721 151,664 249,607
PBT 101,760 74,349 150,018
PAT 65,247 63,311 104,286
PATAMI 67,598 59,541 106,035
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Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
Other selected financial information FYE 2020 FYE 2021 FYE 2022
EBITDA (RM’000) (1) 117,295 93,413 167,676
GP margin (%) (2) 34.12 31.03 31.58
PBT margin (%) (3) 19.43 15.21 18.98
PAT margin (%) (4) 12.46 12.95 13.19
PATAMI margin (%) (5) 12.90 12.18 13.41
Notes:
(1) EBITDA is computed as the sum of operating profit before depreciation charges.
(2) GP margin is computed based on GP over revenue.
(3) PBT margin is computed based on PBT over revenue.
(4) PAT margin is computed based on PAT over revenue.
(5) PATAMI margin is computed based on PATAMI over revenue.
# Less than RM1,000
Further details of our Group’s financial information are set out in Section 12.1 of this Prospectus.
We target a payout ratio of 20.0% of our annual audited consolidated PAT attributable to owners of
our Company for each financial year after taking into account our Group’s working capital
requirements, subject to any applicable law, licence conditions and contractual obligations and
provided that such distribution will not be detrimental to our cash requirements or any plans approved
by our Board.
Our Group’s ability to distribute dividends to our shareholders is subject to various factors, such as
availability of profits recorded and excess of funds not required to be retained for the working capital
of our business. Any dividends declared will be subject to recommendation of our Board and any final
dividends declared will be subject to the approval of our shareholders at annual general meeting.
Investors should note that this dividend policy merely describes our present intention and shall not
constitute legally binding statements in respect of our future dividends which are subject to
modifications (including non-declaration thereof) at our Board’s discretion. We cannot assure you that
we will be able to pay dividends or that our Board will declare dividends in the future. There can also
be no assurance that future dividends declared by our Board, if any, will not differ materially from
historical dividend levels.
No inference should or can be made from any of the statements above as to our actual future
profitability and our ability to pay dividends in the future.
For the Financial Years Under Review and up to the LPD, there was no dividend declared, made or
paid by us or our Subsidiaries to shareholders.
Further information of our dividend policy is set out in Section 12.15 of this Prospectus.
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Registration No.: 200601034211 (753970-X)
Application for our IPO Shares will open at 10.00 a.m. on [●] and will remain open until 5.00 p.m.
on [●].
In the event there is any change to the timetable, we will advertise a notice of change in a widely
circulated English and Bahasa Malaysia daily newspaper in Malaysia.
The Public Issue of 208,000,000 new Shares and Offer for Sale of 192,000,000 existing Shares
representing an aggregate of approximately 40.00% of our enlarged number of issued Shares,
are issued / offered at the IPO Price payable in full on Application upon such terms and conditions
as set out in this Prospectus and will be allocated and allotted in the following manner:
The Public Issue of 208,000,000 new Shares at the IPO Price representing approximately
20.80% of our enlarged number of issued Shares will be made available for Application in the
following manner:
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Registration No.: 200601034211 (753970-X)
Note:
(1) Our Independent Non-Executive Directors, Chan Seng Fatt and Zalinah Binti A Hamid,
have opted not to participate in the Pink Form Allocation.
The criteria of allocation to our eligible Directors are based on, amongst others, their
respective roles, responsibilities and potential contribution to our Group in the future. The
allocation of Pink Form Shares to eligible Directors is as follows:
The Pink Form Shares will be allocated to eligible Directors, key senior management and
employees of our Group based on the following criteria as approved by our Board:
(a) the eligible employee must be a full time and confirmed employee of our Group
and who has not submitted his/her resignation as at the LPD;
(e) past performance and respective contribution made to our Group; and
The allocation of Pink Form Shares to eligible key senior management who are included
in Eligible Employees is as follows:
21
Registration No.: 200601034211 (753970-X)
The Pink Form Shares to be allocated to the persons who have contributed to the
success of our Group will take into consideration of their current and / or past contribution
to the success of our Group. Their allocations are based on, amongst others, their level
of contributions to our Group and length of their respective relationships. The persons
who have contributed to the success of our Group include, amongst others, our suppliers
and customers.
Save for the allocation made available for the Application as disclosed in Section 4.3.1(ii)
of this Prospectus, our Company is not aware as to whether:
(a) any of our substantial shareholders, Directors or key senior management have
the intention to subscribe for our IPO Shares; and
(b) there is any person intending to subscribe for more than 5.00% of our IPO
Shares.
22
Registration No.: 200601034211 (753970-X)
Concurrent with the Public Issue, our Selling Shareholders will offer 192,000,000 Offer Shares representing approximately 19.20% of our enlarged
number of issued Shares by way of private placement comprising 150,000,000 Offer Shares to Bumiputera investors to be approved by the MITI and
42,000,000 Offer Shares to institutional and selected investors. The Offer Shares to be offered by each Selling Shareholder and their respective
shareholdings in our Company before our IPO, after our IPO and after assuming full conversion of the ICPS are as follows:
Shareholdings after
assuming full
Shareholdings before Shareholdings after conversion of the
our IPO Offer for Sale our IPO ICPS
(1) % (2)
Position / %
Relationship with Before After
(1) (2) (3)
Name Residential address our Group No. of Shares % No. of Shares IPO IPO No. of Shares % No. of Shares %
Datuk Seri No. 1, Aman Bali, Promoter, 549,177,952 69.34 134,400,000 16.97 13.44 414,777,952 41.48 549,029,407 46.23
Ng Jalan Krian Off Jalan substantial
Ipoh, 51100 Kuala shareholder and
Lumpur Wilayah Non-Independent
Persekutuan Executive Chairman
Datuk Lam No. 79, Jalan Midah Promoter, 158,357,679 19.99 57,600,000 7.27 5.76 100,757,679 10.07 139,469,628 11.74
3, Taman Midah, substantial
56000 Kuala Lumpur shareholder and
Wilayah Persekutuan Non-Independent
Executive Director
Total 707,535,631 89.33 192,000,000 24.24 19.20 515,535,631 51.55 688,499,035 57.97
Notes:
(1) Based on the total number of 792,000,000 Shares, upon completion of the Pre-IPO Exercise and before our IPO.
(2) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(3) Based on the enlarged total number of 1,187,500,000 Shares assuming full conversion of the ICPS.
Based on the IPO Price, the Offer for Sale will raise gross proceeds of approximately RM[●] million, which will accrue entirely to our Offerors. Our
Offerors will bear all the expenses relating to the Offer for Sale.
23
Registration No.: 200601034211 (753970-X)
4.3.3 Listing
Upon completion of our IPO, our Company’s enlarged issued share capital of RM[●] comprising
1,000,000,000 Shares shall be listed on the Main Market, after adjusting the estimated listing
expenses of approximately RM[●] and prior to conversion of ICPS. Upon full conversion of the
ICPS, our Company’s entire enlarged issued share capital will be RM[●] comprising
1,187,500,000 Shares.
The ICPS will not be listed on the Main Market of Bursa Securities.
In summary, our IPO Shares (subject to the clawback and reallocation provisions as set out in
Section 4.3.5 of this Prospectus) will be allocated in the following manner:
Institutional Offering
(i) Bumiputera investors - - 150,000,000 15.00 150,000,000 15.00
approved by the MITI
(ii) Institutional and Selected 133,000,000 13.30 42,000,000 4.20 175,000,000 17.50
investors
Notes:
(1) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(2) At least 50.00% of the balloting Shares shall be set aside for Bumiputera individuals, companies,
co-operatives, societies and institutions.
The 50,000,000 Public Issue Shares made available for application by the Malaysian Public (via
balloting) and the 25,000,000 Pink Form Shares made available to the Eligible Persons under
Sections 4.3.1(i) and 4.3.1(ii) respectively are [fully underwritten by our Underwriter].
All the 150,000,000 Offer Shares made available to Bumiputera investors approved by the MITI
by way of private placement under Section 4.3.2 above are not underwritten. Irrevocable
undertakings have been or will be obtained from the MITI’s approved Bumiputera investors to
subscribe for our IPO Shares available under the private placement.
All the 175,000,000 IPO Shares made available to institutional and selected investors by way of
private placement under Sections 4.3.1(iii) and 4.3.2 above are not underwritten. Irrevocable
undertakings have been or will be obtained from the institutional and selected investors to
subscribe for our IPO Shares available under the private placement.
24
Registration No.: 200601034211 (753970-X)
The Retail Offering and Institutional Offering will be subject to the following clawback and
reallocation provisions:
(i) if our IPO Shares allocated to the Bumiputera investors approved by the MITI ("MITI
Tranche”) are not fully taken up, such IPO Shares will be allocated to other institutional
and selected investors under the Institutional Offering;
(ii) after the reallocation described in item (i) above, if the MITI Tranche is still under-
subscribed under the Institutional Offering and there is an over-subscription under the
Retail Offering, our IPO Shares may be clawed back from the MITI Tranche and
reallocated to the Retail Offering in the following order of priority:
(a) firstly, to the Bumiputera public investors under the Retail Offering, and thereafter
to the other Malaysian Public under the Retail Offering; and
(b) secondly, to the Eligible Persons allocated on a fair and equitable basis in the
manner as set out in item (vii) below.
(iii) subject to items (i) and (ii) above, if there is an over-subscription in the Retail Offering
and an under-subscription in the Institutional Offering, our IPO Shares may be clawed
back from the Institutional Offering and allocated to the Retail Offering;
(iv) subject to items (v), (vi) and (vii) below, if there is an over-subscription in the Institutional
Offering and an under-subscription in the Retail Offering, our IPO Shares may be clawed
back from the Retail Offering and allocated to the Institutional Offering;
(v) any IPO Shares allocated to the Bumiputera public investors under the Retail Offering
but not taken up by them will first be made available for application by the Malaysian
Public and / or the Eligible Persons, and thereafter be offered to other institutional and
selected investors under the Institutional Offering;
(vi) any IPO Shares allocated to the Malaysian Public but not taken up by them will first be
made available for application by Bumiputera public investors under the Retail Offering
and / or the Eligible Persons, and thereafter be offered to other institutional and selected
investors under the Institutional Offering;
(vii) any IPO Shares allocated to the Eligible Persons but not taken up by them will be made
available for application by the other Eligible Persons who have applied for excess IPO
Shares (“Excess IPO Shares”) and allocated on a fair and equitable basis and in the
following priority:
(a) firstly, allocation on a pro-rata basis to the eligible Directors and eligible
employees of our Group who have applied for the Excess IPO Shares based on
the number of Excess IPO Shares applied for;
(b) secondly, allocation of any Excess IPO Shares after (a) above on a pro-rata basis
to persons who have contributed to the success of our Group who have applied
for the Excess IPO Shares based on the number of Excess IPO Shares applied
for; and
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Registration No.: 200601034211 (753970-X)
Our Board reserves the right to allocate to the Eligible Persons who have applied for
Excess IPO Shares on top of their pre-determined allocation in such manner as it deems
fit and expedient in the best interest of our Company, subject always to such allocation
being made on a fair and equitable basis, and that the intention of our Board as set out
in items (a) to (c) above is achieved. Our Board also reserves the right to accept or reject
any Excess IPO Shares applied for, in full or in part, without assigning any reason.
Thereafter, any Excess IPO Shares which are not fully taken up by or allocated to the
Eligible Persons will first be made available for application by the Malaysian Public under
the Retail Offering, and subsequently offered to other institutional and selected investors
under the Institutional Offering. Thereafter, any remaining IPO Shares will be subscribed
by our Underwriter based on the terms of the Underwriting Agreement.
The allocation of our IPO Shares shall be on a fair and equitable manner and shall take into
account the desirability of distributing our IPO Shares to a reasonable number of applicants with
a view:
(i) to broaden our Company’s shareholding base to meet the public shareholding spread
requirements of Bursa Securities; and
There is no minimum subscription amount to be raised from our IPO. All our IPO Shares are
either subscribed by the institutional and selected investors, pursuant to their irrevocable
undertakings or fully underwritten by our Underwriter. The number of IPO Shares offered under
the Public Issue will not be increased via any over-allotment or “greenshoe” option.
The salient terms of the underwriting arrangement are set out in Section 4.10 of this Prospectus.
26
Registration No.: 200601034211 (753970-X)
As at the [LPD], the issued share capital for our Company is RM[82,500,000] comprising
792,000,000 Shares. Upon completion of our IPO, the enlarged issued share capital of our
Company will be RM[●] comprising 1,000,000,000 Shares as follows:
New Shares to be issued assuming full conversion of the ICPS (2) 187,500,000 [●]
Notes:
(1) These expenses are capitalised to the share capital of our Company as they are directly attributable
to the issuance of our Shares pursuant to the Public Issue. The amount of RM[●] million comprise
RM[●] million for underwriting fee and RM[●] million for the proportion of listing expenses directly
attributable to the Public Issue.
(2) The ICPS can only be converted after 3 years from the issue date of the ICPS.
(3) Based on 1,000,000,000 Shares upon our IPO multiplied by the IPO price of RM[●].
(4) Based on 1,187,500,000 Shares assuming full conversion of the ICPS multiplied by the IPO price
of RM[●].
(5) Further details of the pro forma NA are set out in Section 12.16 of this Prospectus.
27
Registration No.: 200601034211 (753970-X)
As at the date of this Prospectus, we have 2 class of shares, being ordinary shares of our
Company (all of which rank equally with each other) and the ICPS (all of which rank equally with
each other). The salient terms of the ICPS are set out in Section 6.5.1 of this Prospectus.
Our Public Issue Shares will, upon allotment and issue, rank equally in all respect with our existing
Shares including voting rights and will be entitled to all rights and dividends and other distributions
that may be declared subsequent to the date of allotment of our Public Issue Shares, subject to
any applicable Rules.
The new Shares to be issued arising from the conversion of the ICPS shall, upon allotment and
issue, rank equally in all respect with the existing Shares, save and except that they shall not be
entitled to any dividends, rights, allotment and / or other distribution that may be declared, made
or paid before the date of allotment of the new Shares arising from the conversion of the ICPS.
Subject to any special rights attaching to any Shares which we may issue in the future, our
shareholders shall, in proportion to the amount paid by them, be entitled to share the profits paid
out by us in the form of dividends and other distributions. Similarly, if our Company is liquidated,
our shareholders shall be entitled to the surplus (if any), in accordance with our Constitution after
the satisfaction of any preferential payments in accordance with the Act and our liabilities.
At any general meeting of our Company, each of our shareholders shall be entitled to vote in
person, by proxy, by attorney or by other duly authorised representative. A proxy may but need
not be a member of our Company and there shall be no restriction as to the qualification of the
proxy.
On a show of hands, each shareholder present either in person, by proxy, by attorney or by other
duly authorised representative shall have one vote. On a poll, each shareholder present either in
person, by proxy, by attorney or by other duly authorised representative shall have one vote for
each Share held.
Our IPO Price of RM[●] per IPO Share was determined and agreed upon by us, our Principal
Adviser and Financial Adviser after taking into consideration the following factors:
(i) our pro forma NA per Share of RM[●] and RM[●] as at 31 March 2022 based on the
enlarged issued share capital of 1,000,000,000 Shares (after Listing) and 1,187,500,000
Shares (after Listing and assuming full conversion of the ICPS) respectively, and
subsequent to the utilisation of proceeds from our Public Issue as set out in Section 4.8
of this Prospectus;
(ii) based on our historical audited consolidated statements of profit or loss and other
comprehensive income of our Group for FYE 2022, we recorded a PATAMI of
approximately RM106.04 million representing EPS of RM0.106 and RM0.09 (based on
the enlarged issued share capital of 1,000,000,000 Shares (upon Listing) and
1,187,500,000 Shares (upon Listing and assuming full conversion of the ICPS) resulting
in a PE Multiple of [●] times and [●] times, respectively;
(iv) our business strategies and future plans as described in Section 7.7 of this Prospectus;
and
(v) the industry overview and prospects as set out in the IMR Report in Section 8 of this
Prospectus respectively.
28
Registration No.: 200601034211 (753970-X)
Prospective investors should note that the market price of our Shares upon Listing is
subject to the vagaries of market forces and other uncertainties which may affect the
market price of our Shares. Prospective investors should form your own views on the
valuation of our IPO Shares and reasonableness of the bases used before deciding to
invest in our IPO Shares. You are also reminded to consider carefully the risk factors as
set out in Section 9 of this Prospectus.
Based on the IPO Price of RM[●], the total market capitalisation of our Company upon Listing
shall be RM[●].
For illustrative purposes, based on the IPO Price of RM[●], the total market capitalisation of our
Company upon Listing and assuming full conversion of the ICPS shall be RM[●].
(i) to provide an opportunity for the Malaysian Public, including our eligible Directors, key
senior management and employees to participate in our equity;
(ii) to enable our Group to raise funds for the purposes specified in Section 4.8 of this
Prospectus;
(iii) to enable us to tap into the equity capital market for future fund raising and to provide us
the financial flexibility to pursue further growth opportunities as and when they arise; and
(iv) to gain recognition through our listing status which will enhance our Group’s reputation
in the marketing of our products and services, retention of our employees, expand our
customer base and to attract new employees.
29
Registration No.: 200601034211 (753970-X)
4.7 DILUTION
Dilution is computed as the difference between our IPO Price paid by you for our Public Issue
Shares and the pro forma NA per Share of our Group immediately after our IPO and assuming
full conversion of the ICPS.
The following table illustrates the effect in our Group’s pro forma NA for each Share to our
shareholders:
RM
IPO Price [●]
Pro forma NA per Share as at 31 March 2022 after our Pre-IPO Exercise but before (1) [●]
our Public Issue
Increase in pro forma NA per Share after adjusting for the Public Issue and (1) [●]
utilisation of proceeds
(1) [●]
Pro forma NA per Share after our IPO and utilisation of proceeds
(2) [●]
Decrease in pro forma NA per Share after full conversion of the ICPS
Pro forma NA per Share after our IPO and utilisation of proceeds and full conversion (2) [●]
of the ICPS
Dilution effects after our IPO and assuming full conversion of the ICPS (2)
Dilution in NA per Share to new investors [●]
Dilution in NA per Share to new investors as a percentage of our IPO Price [●]%
Notes:
(1) Calculated based on NA of our Group over the total number of outstanding Shares.
(2) For the avoidance of doubt, the conversion of the ICPS which entails the issuance of 187,500,000
new Shares will not have an effect on the NA of our Group.
Further details of our Group’s pro forma NA per Share as at 31 March 2022 are set out in Section
12.16 of this Prospectus.
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Registration No.: 200601034211 (753970-X)
Save as disclosed below, there has been no acquisition of any of our Shares by our Promoters,
substantial shareholders, Directors, key senior management or persons connected with them, or
any transaction entered into by them which grants them the right to acquire any of our Shares
since our incorporation up to the LPD:
Average
effective cost
(1) No. of Shares No. of Shares Total consideration for each Share
Name before our IPO from our IPO (RM) (RM)
Promoters, substantial shareholders and Directors
Datuk Seri Ng 549,177,952 - 44,510,001 0.08
Datuk Lam 158,357,679 - 12,903,983 0.08
Lee Chee Seng 47,192,369 - 7,075,779 0.15
Promoter
Zafidi Bin Mohamad 37,272,000 - 21,000,000 0.56
Directors
Chan Seng Fatt - - - -
(2) [●]
Ong Soo Chan - 100,000 [●]
(2) [●]
Phang Sze Fui - 100,000 [●]
Zalinah Binti A Hamid - - - -
New investors
Public Issue - 208,000,000 [●] [●]
Notes:
(1) Number of Shares after completion of the Pre-IPO Exercise and before our IPO.
(2) Assuming all the Pink Form Shares are fully subscribed.
Based on the IPO Price of RM[●], the total gross proceeds of RM[●] million from the Public Issue
will be utilised by our Group in the following manner:
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Registration No.: 200601034211 (753970-X)
We have allocated RM[●] million for acquisition of landbank within the vicinity of our existing
landbank in the Klang Valley including FT Kuala Lumpur and the state of Selangor for our future
development. As we are an urban property developer, we continuously lookout for suitable
landbanks to acquire. This is in line with our future plans of replenishing our landbank for future
development to maintain sustainable growth in our business, details of which are set out in
Section 7.7.1 of this Prospectus.
As at the LPD, we are still in the midst of identifying suitable land within the vicinity of FT Kuala
Lumpur and the state of Selangor. We have not committed to any acquisitions with respect to
these proceeds from our IPO. We will identify landbanks that are reasonably priced to maintain
our competitiveness and ensure that our future developments are carried out on a commercially
viable basis.
In the event excess amount is required for acquisition of land for development which we have
identified, it will be funded from internally generated funds and / or bank borrowings.
We have allocated RM[●] million to meet our working capital requirements, which include
construction cost (building and infrastructure cost), consultants and professional fees, local
authorities fees and marketing expenses for our planned project developments, namely Curvo
Residences – Setapak and Vesta Residences – Setiawangsa. Further details on these project
developments are set out in Section 7.7.2 of this Prospectus. The proposed allocation of the
proceeds for the said projects are set out below:
Estimated
GDC
(excluding
Commencement land cost)
Details date RM’000 RM’000
(1) [●]
Curvo Residences - Setapak 1H 2023 316,252
Notes:
(1) Being allocation for payment of main building works to our contractors.
(2) Being allocation for payment of piling and main building works to our contractors.
We have allocated RM[●] million to partially repay our structure commodity financing-i facility of
up to RM50.00 million from Al Rajhi Banking & Investment Corporation (Malaysia) Bhd which was
drawn down to finance our working capital requirements. As at the LPD, the outstanding amount
for this facility amounts to RM30.00 million (with maturity date on 23 January 2023). Hence, we
have decided to partially repay this bank borrowings as it allows us to continue drawing down
further financing to support our working capital requirements.
The estimated annual interest savings from the repayment of the bank borrowings is
approximately RM[●] million based on the interest rate of 4.07% per annum as at the LPD.
However, the actual interest savings may vary depending on the prevailing interest rates.
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Registration No.: 200601034211 (753970-X)
This repayment is expected to improve our Group’s current ratio, pare down our Group’s current
liabilities and maintain the cash flow for working capital. The repayment of the bank borrowings
will reduce our pro forma gearing level from [●] times (after the Public Issue and Offer for Sale
but prior to utilisation of proceeds) to [●] times (after the utilisation of proceeds).
The repayment of bank borrowings not expected to result in any penalty / early repayment cost
being incurred by our Group. There are no other covenants attached to the financing facility which
may have material impact to our Group as a result of the repayment of the abovementioned
financing facility.
We have allocated RM[●] million to meet the estimated cost of our Listing, details of which are
as follows:
Total
[●]
Note:
(1) Includes fees for the Principal Adviser, Financial Adviser, Solicitors, Reporting Accountants,
Independent Market Researcher, Independent Valuer, Issuing House and other professional
advisers.
In the event the actual proceeds utilised for the listing expenses is lower than the allocation of
RM[●] million, the excess will be used for acquisition of land for development, working capital for
project development and / or repayment of bank borrowings. Any excess amount required for the
listing expenses will be funded from internally generated funds and / or bank borrowings.
Pending the eventual utilisation of the proceeds from our Public Issue for the above intended
purposes, we intend to place the proceeds raised (including accrued interest, if any) or any
remaining balance in interest-bearing accounts with licenced financial institutions in Malaysia and
/ or money market deposit instruments / funds.
Our Company will not receive any proceeds from the Offer for Sale. Based on our IPO Price of
RM[●] per Offer Share, the gross proceeds from the Offer for Sale of approximately RM[●] million
will accrue entirely to our Offerors. Our Offerors will bear all the expenses relating to the Offer for
Sale, which is estimated to be approximately RM[●] million.
Kenanga IB, as our Underwriter, has agreed to underwrite 50,000,000 Public Issue Shares made
available for application by the Malaysian Public and 25,000,000 Pink Form Shares made
available to the Eligible Persons as set out in Sections 4.3.1(i) and 4.3.1(ii) of this Prospectus.
33
Registration No.: 200601034211 (753970-X)
We will pay our Underwriter an underwriting commission at the rate of [ ●]% of the total value of
the underwritten Shares based on the IPO Price.
We will pay brokerage at the rate of [●]% on the IPO Price in respect of all successful applications
that bear the stamp of either Kenanga IB, the participating organisations of Bursa Securities, the
members of the Association of Banks in Malaysia, members of the Malaysian Investment Banking
Association or the Issuing House.
Our Placement Agent has agreed to place out 150,000,000 IPO Shares to Bumiputera investors
approved by the MITI and 175,000,000 IPO Shares to the institutional and selected investors.
We are obliged to pay our Placement Agent for the Public Issue Shares and Offer for Sale Shares
allocated for private placement comprising (i) management fees of [●]% and (ii) placement fee of
[●]%, both of which are computed based on the value of Shares placed out to Bumiputera
investors approved by the MITI and institutional and selected investors at the IPO Price.
The placement fee for 192,000,000 Offer Shares placed out at the IPO Price will be fully borne
by our Offerors.
The underwriting commission, brokerage fee and placement fee in respect of the IPO Shares will
be paid proportionately by us and our Offerors.
[●]
Upon our Listing, our Shares will be traded through Bursa Securities and settled by book-entry
settlement through the CDS (which is operated by Bursa Depository). This will be effected in
accordance with the Rules of Bursa Depository and the provisions of the SICDA. Accordingly,
our Company will not deliver share certificates to the subscribers of our IPO Shares.
Beneficial owners of our Shares are required under the Rules of Bursa Depository to maintain
our Shares in CDS Accounts, either directly in their name or through authorised nominees.
Persons whose names appear in the Record of Depositors maintained by Bursa Depository will
be treated as the shareholders of our Company in respect of the number of Shares credited to
the respective CDS Accounts.
Transactions in our Shares under the book-entry settlement system will be reflected by the
seller’s CDS Account being debited with the number of Shares sold and the buyer’s CDS Account
being credited with the number of Shares acquired. No transfer stamp duty is currently payable
for our Shares that are settled on a book-entry basis, although there is a nominal transfer fee of
RM10 payable for each transfer not transacted on the market.
All Shares held in CDS Accounts may not be withdrawn from the CDS except in the following
instances:
34
Registration No.: 200601034211 (753970-X)
(iv) where a body corporate is removed from the Official List of Bursa Securities;
(vi) in any other circumstances as determined by Bursa Depository from time to time, after
consultation with the SC.
Trading of shares of companies listed on Bursa Securities is normally done in “board lots” of 100
shares. Investors who desire to trade less than 100 share will trade under the odd lot board.
Settlement of trade done on a “ready” basis on Bursa Securities generally takes place on the 2 nd
Market Day following the transaction date, and payment for the securities is generally settled on
the 2nd day Market Day following the transaction date.
It is expected that our IPO Shares will not commence trading on Bursa Securities until about 10
Market Days after the close of the Retail Offering. Holders of our Shares will not be able to sell
or otherwise deal in our Shares (except by way of a book-entry transfers to other CDS Accounts
in circumstances which do not involve a change in beneficial ownership) prior to the
commencement of trading on Bursa Securities.
35
Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT
The following table shows the shareholdings of our Promoters and substantial shareholders before our IPO, after our IPO and after assuming full
conversion of the ICPS:
Lee Chee Seng Malaysian 47,192,369 5.96 47,192,369 4.72 58,728,965 4.95
Promoter
Zafidi Bin Mohamad Malaysian 37,272,000 4.71 37,272,000 3.73 40,272,000 3.39
Notes:
(1) Based on the total number of 792,000,000 Shares after completion of the Pre-IPO Exercise and before our IPO.
(2) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(3) Based on the enlarged total number of 1,187,500,000 Shares assuming full conversion of the ICPS.
Save for our Promoters and substantial shareholders above, there are no other persons who are able to, directly or indirectly, jointly or severally,
exercise control over our Company. As at the LPD, our Promoters and substantial shareholders have the same voting rights and there is no arrangement
between our Company and its shareholders with any third parties, the operation of which may, at a subsequent date, result in the change in control of
our Company.
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Registration No.: 200601034211 (753970-X)
Datuk Seri Ng, a Malaysian aged 47, is our Promoter, substantial shareholder and Non-
Independent Executive Chairman. He was appointed to our Board on 22 November 2006
and is a member of the Institute of Corporate Directors Malaysia (“ICDM”) since August
2022. He is responsible for the formulation of business strategies as well as the setting
of the business directions of our Group.
He obtained his Diploma in Accountancy from the Kota Bharu Polytechnic in June 1997
and subsequently graduated with a Bachelor of Business Administration from the
National University of Malaysia in October 2004.
Upon obtaining his Diploma, he joined Strategic Forum Expertise Sdn Bhd (“Strategic
Forum”) as a Conference Producer whereby he was involved in the organisation and
coordination of conference events.
With the vast clientele and experience that he has obtained during his time in Strategic
Forum, in June 1999, Datuk Seri Ng founded NTP World Forum Sdn Bhd, a company
that is currently involved in the provision of corporate training programmes.
He later on co-founded ICT Zone Holding Sdn Bhd (formerly known as NTP World
Marketing Sdn Bhd) and ICT Zone Sdn Bhd in September 2000 and September 2001
respectively. He currently serves as the Non-Independent Non-Executive Chairman of
ICT Zone Asia Berhad which is listed on the LEAP Market of Bursa Securities.
He is also the founder of the Kuala Lumpur Chinese Assembly Hall (“KLCAH”) and the
NTP World Foundation which was established in 2003 and 2012 respectively. He served
as the Secretary General of KLCAH from 2003 to 2015. Currently, he serves as the
Honorary Adviser of KLCAH and as the Chairman of the National Polytechnic Youth
Association.
Further details of his directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
Datuk Lam, a Malaysian aged 55, is our Promoter, substantial shareholder and Non-
Independent Executive Director. He was appointed to our Board on 28 October 2008 and
is a member of the ICDM since August 2022. He is responsible for implementing
business strategies and directing business development of our Group.
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Registration No.: 200601034211 (753970-X)
He graduated with a Bachelor of Law from the University of London External Programme
in August 1991. He then completed the Certificate of Legal Practice in March 1993 and
he was admitted as an Advocate and Solicitor of the High Court of Malaya in February
1994.
He established his own law firm, Messrs SK Lam & Phoon, in December 1994 and
subsequently retired as Partner of the firm in February 2014. Thereafter, he joined
Messrs Chang Haryaty where he served as an Advisor until his departure in July 2017 to
focus on expanding our Company with Datuk Seri Ng.
His journey with our Company began in October 2008 when he joined as an Executive
Director. Later in January 2015, he was designated as the Deputy Group Managing
Director and re-designated as Executive Director in January 2022.
Further details of his directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
Lee Chee Seng, a Malaysian aged 50, is our Promoter, substantial shareholder, Non-
Independent Executive Director and Chief Executive Officer. He was appointed to our
Board on 1 April 2016 and is a member of the ICDM since August 2022. He is responsible
for overseeing and managing the day-to-day operations of our Group.
He graduated with a Bachelor of Business Studies from Charles Sturt University with the
HELP University External Programme in April 2004.
He began his working career with Zalam YTK Sdn Bhd (now known as Zalam Corporation
Sdn Bhd), a construction and property development company, as a Supervisor and
subsequently in June 1996, he was promoted to Site Manager where his main
responsibilities involved overseeing of the construction management department. He
was further promoted to Project Manager in January 2002 and eventually appointed as
the Director in February 2003 where he was in charge of project planning and
implementation.
He joined our Company in February 2013 as the Chief Product Officer and his main
responsibilities included leading project design, execution and management.
Further details of his directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
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Registration No.: 200601034211 (753970-X)
He graduated with a Polytechnic Diploma in Electronic Engineering from the Kota Bahru
Polytechnic in May 1996. He had also previously obtained his Polytechnic Certificate in
Electrical Power Engineering in November 1993 from the same institution.
Upon the completion of his Polytechnic Certificate course in November 1993, he joined
Optical Communication Engineering Sdn Bhd as a Technician where he was involved in
product commissioning and testing activities.
In December 1994, he joined Usrahlite Engineering Sdn Bhd as a Site Supervisor and
was responsible for the supervision of technical installations at sites. He then left the
company to further his studies, prior to joining Berita Nasional Malaysia as a Technician
in June 1996 after his graduation from Kota Bahru Polytechnic. During his time at Berita
Nasional Malaysia, he was mainly involved in the maintenance of hardware, software
and network systems.
He joined our Company as the Chief Officer of Development in October 2008 and was in
charge of business development prior to being re-designated as our Director in April 2016.
He resigned from his position in our Company on 1 April 2022 but remains as a
shareholder of our Company and our Subsidiary, namely NTP World Corporation and
also as a director of our Subsidiaries (save for SkyWorld Vietnam).
Currently, he also serves as the Secretary for the Persatuan Kebangsaan Belia
Politeknik-Politeknik Malaysia.
39
Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
5.1.3 Changes in our Promoters’ and substantial shareholders’ shareholdings in our Company
The significant changes in the shareholdings of our Promoters and substantial shareholders in our Company since our incorporation are as follows:
(1) 50.00
Datuk Seri Ng 1 44,750,485 71.60 549,177,952 69.34 414,777,952 41.48 549,029,407 46.23
Datuk Lam - - 12,903,983 20.65 158,357,679 19.99 100,757,679 10.07 139,469,628 11.74
Lee Chee Seng - - 3,845,532 6.15 47,192,369 5.96 47,192,369 4.72 58,728,965 4.95
Promoter
Zafidi Bin - - 1,000,000 1.60 37,272,000 4.71 37,272,000 3.73 40,272,000 3.39
Mohamad
Notes:
(1) The remaining 50% equity was held by a third-party who later disposed all his equity interests after various restructuring to Datuk Seri Ng.
(3) Based on the total number of 792,000,000 Shares after completion of the Pre-IPO Exercise and before our IPO.
(4) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(5) Based on the enlarged total number of 1,187,500,000 Shares assuming full conversion of the ICPS.
40
Registration No.: 200601034211 (753970-X)
Save for the aggregate remuneration and benefits paid and proposed to be paid for services
rendered to our Group in all capacities to our Group, there are no other dividends, amounts or
benefits that have been paid or intended to be paid to our Promoters and substantial shareholders
within the 2 years preceding the date of this Prospectus.
5.2.1 Board
Date of
Name Age Nationality appointment Designation
Pursuant to Clause 78 of our Constitution, any Director appointed by our Board shall hold office
only until the next annual general meeting and shall then be eligible for re-election. Pursuant to
Clause 76(3) of our Constitution, at each annual general meeting of our Company, 1/3 of the
Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest
to 1/3, shall retire from office at the conclusion of the annual general meeting provided always
that all Directors shall retire from office once at least in each 3 years as required by the Listing
Requirements but shall be eligible for re-election. A retiring Director shall retain office until the
close of the meeting at which he retires. Pursuant to Clause 76(4) of our Constitution, the
Directors to retire in every year shall be those who have been longest in office since their last
election, but as between persons who became Directors on the same day, the Directors to retire
shall be determined by lot, unless they otherwise agree among themselves.
41
Registration No.: 200601034211 (753970-X)
The profiles of our Directors, namely Datuk Seri Ng, Datuk Lam and Lee Chee Seng, who are
also our Promoters and substantial shareholders are disclosed in Section 5.1.2 of this
Prospectus.
Chan Seng Fatt, a Malaysian aged 59, is our Independent Non-Executive Director. He
was appointed to our Board on 23 September 2022 and is the chairperson of our Audit
& Risk Management Committee. He is a member of the ICDM since July 2022.
He began his career as an Audit Assistant in Hun & Co. in June 1987 where he was
involved in the handling of audit, accounting and taxation matters for his clients. In April
1988, he left to join UMW Toyota Motor Sdn Bhd as their Accounts Officer and was
involved in the preparation of accounts and management reports. He then joined Multi-
Purpose Holdings Berhad (now known as Magnum Berhad) as their Internal Audit
Assistant in December 1988 prior to being promoted as their Internal Audit Executive and
Internal Auditor in July 1989 and July 1990 respectively. During his tenure with Multi-
Purpose Holdings Berhad, he was involved in the planning and execution of operational
and management audits of companies in the group.
In May 1991, he joined Asian Pac Holdings Berhad as their Group Accountant, a position
he held until January 1993 when he left to join PM Securities Sdn Bhd (then known as
Pengkalen Securities Sdn Bhd) as their Finance & Administrative Manager and was
further promoted to the position of Financial Controller in October 1995. In these
companies, he was involved in the formulation and implementation of internal control
procedures and credit control policies.
In August 1997, he joined Halim Securities Sdn Bhd as their General Manager before
leaving in December 1997 for a career break. In April 1999, he joined Kenanga
Investment Bank Berhad (then known as K&N Kenanga Berhad) as Remisier where he
managed the investment portfolios of various clients.
He was appointed as the Chief Financial Officer of Johore Tenggara Oil Palm Berhad
from May 2001 to December 2002. He left to join Villaraya Holdings Sdn Bhd as their
Senior General Manager, Corporate Finance in January 2003 prior to leaving in May
2003.
He then joined Tradewinds Group in June 2003 as Senior General Manager, Finance of
Tradewinds (M) Berhad and was promoted to Chief Financial Officer in January 2004.
He was then posted to Tradewinds Plantation Berhad as the Acting Chief Executive
Officer cum Chief Financial Officer in September 2006 and was redesignated as the
Acting Chief Executive Officer cum Chief Operating Officer in May 2007.
42
Registration No.: 200601034211 (753970-X)
He was appointed as the Independent Non-Executive Director of Salcon Berhad and Star
Media Group Berhad (both listed on the Main Market of Bursa Securities) in December
2014 and August 2018 respectively, both of which are positions he currently holds.
Further details of his directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
Ong Soo Chan, a Malaysian aged 60, is our Independent Non-Executive Director and
was appointed to our Board on 23 September 2022 and is a member of both our Audit &
Risk Management Committee and Nomination & Remuneration Committee. She is a
member of the ICDM since [●] 2022.
She graduated with a Bachelor of Arts in Economics from University Malaya in August
1987.
She began her career in December 1987 when she joined Development and Commercial
Bank as Management Trainee where she was placed under rotational basis in various
departments. In August 1994, she joined RHB Bank Berhad as Position Officer where
she was involved in the operations of buying and selling foreign currencies, money
market placement and gold bullion dealing. She was promoted through the positions of
Head of Unit in the Treasury Operation, Assistant to Asset-Liability Committee Head, and
Treasury Operation Head before she resigned in October 1996.
In October 1996, she joined ABN-AMRO Bank Berhad as the Head of Treasury
Operations in which she was responsible for managing the day-to-day treasury
operations, supporting the frontend, and was also involved in the set-up of a derivative
confirmation desk in Kuala Lumpur.
In July 1998, she left ABN-AMRO Bank Berhad and joined Citibank Berhad as the Head
of Treasury Operations in which she was responsible for managing the day-to-day
treasury operations and transaction. She was promoted to Senior Vice President and
Director before she was promoted to Head of Corporate Banking Operations and
Technology in January 2005. She was responsible for leading and managing the
corporate banking operations and technology functions including cash and trade services,
securities and funds services, as well as monitoring the overall financial performance of
the division.
In January 2008, she was redesignated as the Head of Consumer Business Operations
and Technology where she was responsible for leading and managing the operations of
various functions under consumer business.
In December 2010, she was promoted and seconded to Citigroup Overseas Investments
Ltd as the Head of Citigroup Transaction Services Sdn Bhd where she was responsible
for building a regional centre of excellence in Kuala Lumpur for the bank’s regional
operations, contact centre services, fraud and anti-money laundering operations.
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Registration No.: 200601034211 (753970-X)
In December 2013, she was transferred back to Citibank Berhad and was promoted to
Head of Country Operations and Technology where she was responsible for developing
and implementing strategies to increase operational productivity and cost efficiency
which include developing strategies to accelerate the adoption of e-Payments initiatives,
communicating and coordinating with regulators on bank’s policies and processes,
developing guidelines for risk management in technology usage, pioneered the adoption
of risk management for cloud services, and implemented risk management guidelines for
outsourcing activities within the bank’s affiliates and third party vendors. She retired early
when she left Citibank Berhad in December 2020.
She currently sits on the board of Unitrade Industries Berhad (a company listed on the
ACE Market of Bursa Securities) of which she was appointed as the Independent Non-
Executive Director in September 2021.
She has no familial relationships with our Promoters, substantial shareholders, Directors,
and key senior management of our Group.
Further details of her directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
Phang Sze Fui, a Malaysian, aged 50, is our Independent Non-Executive Director. She
was appointed to our Board on 23 September 2022 and is the chairperson of our
Nomination & Remuneration Committee and member of our Audit & Risk Management
Committee. She is a member of the ICDM since November 2021.
She obtained her Diploma in Commerce (Financial Accounting) from Tunku Abdul
Rahman College in May 1997. She has been a member of The Association of Chartered
Certified Accountants since November 2000, a fellow member of The Association of
Chartered Certified Accountants since November 2005 and a member of the Malaysian
Institute of Accountants since July 2009. Further, she has also been an Audit Committee
Member of the Institute of Internal Auditors Malaysia and a member of the Institute of
Corporate Directors Malaysia since September 2019 and November 2021 respectively.
Upon obtaining her diploma, she returned to work in July 1997 when she joined Monteiro
& Heng (now known as Baker Tilly Monteiro Heng) as a Graduate Assistant, where she
was primarily involved in various statutory audit assignments. She was subsequently
promoted through the ranks of Senior Audit Manager and Associate Director of
Transaction Reporting Division before leaving as their Executive Director of Transaction
Reporting Division in October 2015. During her tenure, she undertook various
responsibilities including leading the audit team to conduct audit and special assignments,
liaising with stakeholders, conducting training, ensuring compliance with auditing and
accounting standards as well as regulatory requirements and expanding the growth of
the Transaction Reporting Division.
44
Registration No.: 200601034211 (753970-X)
She left the firm in October 2015 and took a career break. In May 2016, she joined
Dolphin Applications Sdn Bhd (a subsidiary of Dolphin International Berhad, a company
listed on the Main Market of Bursa Securities) as Corporate Affairs Director responsible
for supervising corporate exercises, handling special projects, overseeing investor
relations and public relations matters, improving internal control systems and reporting
structure, overseeing compliance matters and liaising with stakeholders.
She left Dolphin Applications Sdn Bhd in July 2017 to pursue her own business venture,
Avia Alliance Sdn Bhd which specialises in the provision of business and accounting
consultancy, a business that she is presently involved. In December 2019, she
established Dynamic Aqua Evolution Sdn Bhd which specialises in aquaponic farming, a
business that she is presently involved. In June 2020, she established 1Advisory Sdn
Bhd which specialises in the provision of business consultancy, a business that she is
presently involved in.
She has no familial relationships with our Promoters, substantial shareholders, Directors,
and key senior management of our Group.
Further details of her directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
Zalinah Binti A Hamid, a Malaysian aged 61, is our Independent Non-Executive Director.
She was appointed to our Board on 23 September 2022 and is a member of our
Nomination & Remuneration Committee. She is a member of the ICDM since [●] 2022.
She obtained her Diploma in Accountancy from Mara Institute of Technology in October
1983. Subsequently, she graduated with a Bachelor of Science in Accounting and
Master’s in Business Administration (International Business) from the New Hampshire
College, USA in September 1985 and August 1986 respectively.
She began her career as an Assistant Finance Officer at Lembaga Tabung Angkatan
Tentera (“LTAT”) in February 1983 before pursuing her tertiary education at New
Hampshire College, USA. Upon completing her tertiary education, she worked with
various companies, each with periods of 6 months or less, prior to deciding to re-join
LTAT as their Investment Officer/Analyst in July 1989.
In July 1993, seeking for career progression, she joined YNS Management Sdn Bhd as
the Head of the Investment Company, overseeing the operations of the company and
ensuring the funds meets its strategic objective. In April 1994, she joined PMB
Investment Berhad (formerly known as ASM Asset Management Berhad) as their Fund
Manager before being promoted to Chief Executive Officer in January 2003, where she
was responsible for the overall functions of the company and gained valuable experience
in managing the various unit trust funds and private mandates.
45
Registration No.: 200601034211 (753970-X)
She then joined Employees Provident Fund (“EPF”) in September 2005 as their Head of
Section, International Equity where she played a key role in developing and setting up
the EPF’s Global Listed Equity Investment. She was then redesignated as the Head of
Domestic Equity Department in July 2009, where she was responsible for overseeing the
investment activities in Malaysia’s public listed companies. She was the Director of
Iskandar Investment Berhad (“IIB”) and Iskandar Capital Sdn Bhd since November 2014
and April 2016 respectively and the Chairman of the Audit Committee in IIB in October
2019 until her retirement.
She currently sits on the board of Perak Transit Berhad (a company listed on the Main
Market of Bursa Securities) of which she was appointed as the Independent Non-
Executive Director in June 2021. She has also been the Independent Non-Executive
Director and the Chairman of the Audit Risk Management Committee of UOB Kay Hian
Securities (M) Sdn. Bhd. since March 2022.
She has no familial relationships with our Promoters, substantial shareholders, Directors,
and key senior management of our Group.
Further details of her directorships in other companies are as set out in Section 5.2.4 of
this Prospectus.
The following table sets out the shareholdings of our Directors before our IPO, after our IPO and
after assuming full conversion of the ICPS:
#-
Chan Seng Fatt - - - - -
#-
Zalinah Binti A Hamid - - - - -
Notes:
(1) Based on the total number of 792,000,000 Shares after completion of the Pre-IPO Exercise and
before our IPO.
(2) Assuming full subscription of the Pink Form Shares reserved for our eligible Directors.
(3) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(4) Based on the enlarged total number of 1,187,500,000 Shares assuming full conversion of the ICPS.
# Our Independent Non-Executive Directors, Chan Seng Fatt and Zalinah Binti A Hamid, have opted
not to participate in the Pink Form Allocation.
46
Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
5.2.4 Principal directorships and business activities of our Directors outside our Group
Save as disclosed below, none of our Directors are involved in any other principal business activities outside our Group as at the LPD. The following
table sets out the principal directorships of our Directors outside our Group and the principal business activities performed by our Directors outside our
Group as at the LPD (“Present Involvement”) and those other principal directorships of our Directors outside our Group that were held within the past
5 years up to the LPD (“Past Involvement”):
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
NTP World Forum Sdn Bhd 24 June 1999 - Director / Shareholder • Provision of corporate training and
(Direct: 99.99%; Indirect: -) education.
• Provision of project management
consultation services.
• Asset management.
ICT Zone Holding Sdn Bhd 13 September - Director / Shareholder • Trading in presentation equipment.
2000 (Direct: 61.52%; Indirect: -) • Investment holding, where its
subsidiaries are principally involved in
the provision of ICT solutions, IT
services, leasing and rental of IT
equipment and technology financing.
ICT Zone Sdn Bhd 7 September 2001 - Director / Shareholder • Trading, repairing and servicing of
(Direct: - ; Indirect: computers and related parts and
100.00%(1) ) accessories.
Hartanah NTP Sdn Bhd 27 March 2008 - Director / Shareholder • Property investment.
(Direct: 99.99%; Indirect: -)
ICT Zone Ventures Berhad 28 January 2010 - Director / Shareholder • Information and communication
(Direct: - ; Indirect: technology.
100.00%(1) ) • Investment scheme.
• Leasing and factoring facilities services.
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Risco Consulting Sdn Bhd 26 June 2008 - Director / Shareholder • Insurance agency.
(Direct: - ; Indirect:
55.00%(1) )
ICT Zone Asia Berhad 28 January 2019 - Director / Shareholder • Business support service activities.
(Direct: - ; Indirect: 80.13%(1)) • Investment holding, where its
subsidiaries are principally involved in
the provision of IT services, leasing and
rental of ICT solutions and technology
financing.
Axel Realty Sdn Bhd 12 March 2020 - Director / Shareholder • Property investment.
(Direct: 100.00%; Indirect: -)
Past involvement
Lakaran Ceria Sdn Bhd 31 December 2 September 2020 Director / N/A • Property development.
2013
VPROT MSP Sdn Bhd 30 November 7 August 2018 Director / Shareholder • Trading and renting all kinds of
2007 (Direct: - ; Indirect: 60.00%(1)) information technology products and to
provide security services and manage
providers.
Asian World Summit Sdn Bhd 1 July 2009 4 March 2020 Director / N/A • Provision of forum, conference and
training services, project management
consultation service provider.
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
• Partnership ceased to exist on 18
January 2018.
Sentiasa Ceria Sdn Bhd 1 October 2019 20 June 2022 Director • Business of researching, surveying,
collecting and preparing statistics and
data relating to marine, trading in all
kinds of marine scientific equipment.
• General trading and services.
Note:
(1) Deemed interested via shareholdings in ICT Zone Holdings Sdn Bhd.
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
SKL Equity Sdn Bhd 20 March 1997 - Director / Shareholder • Property investment purposes.
(Direct: 99.20%; Indirect:
0.80% (1))
Past involvement
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
• Partnership ceased to exist on 18
January 2018.
3JC Meatballs Sdn Bhd 21 January 2003 - Director / Shareholder • Restaurant outlet(s) offering instant
(Direct: 30.00%; Indirect: - ) oriental foods and beverages including
food catering services.
• Voluntarily wound up on 17 June 2020.
Sam Kan Chong Sdn Bhd 18 October 2004 - Director / Shareholder • Trading in meatballs and restauranteur.
(Direct: 30.00%; Indirect: - ) • Voluntarily wound up on 17 June 2020.
3JC Noodles Sdn Bhd 20 July 2007 - Director / Shareholder • Restaurant operator.
(Direct: 3.00%; Indirect: • Struck off on 18 January 2019.
97.00% (2))
Notes:
(1) Deemed interested via his spouse’s shareholdings in SKL Equity Sdn Bhd pursuant to Section 59(11)(c) of the Act.
(2) Deemed interested via his shareholdings in Sam Kan Chong Sdn Bhd and his spouse’s interest pursuant to Sections 8(4) and 59(11)(c) of the Act,
respectively.
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Vintage Forest Sdn Bhd 11 December - Director / Shareholder • Dormant.
2019 (Direct: 50.00%; Indirect: - ) • Incorporated for personal property
investment purposes.
Past involvement
Zalam Corporation Sdn Bhd 28 February 2003 28 December Director / N/A • Construction.
2017
Zalam Builders Sdn Bhd 20 October 2003 28 December Director / N/A • Property development.
2017
Zalam Realty Sdn Bhd 8 December 1998 28 December Director / N/A • Property development.
2017
Zalam Concrete Technology Sdn 25 April 2003 28 December Director / N/A • Manufacture of precast concrete, cement
Bhd 2017 or artificial stone articles for use in
construction.
• In the process of striking out.
Paradise Crest Sdn Bhd 11 May 2007 28 December Director / N/A • Property development.
2017 • In the process of striking out.
Radiant Tiara Sdn Bhd 20 April 2009 28 December Director / Shareholder • Construction.
2017 (Direct: 50.00%; Indirect: - ) • Struck off on 26 October 2018.
Zalam Properties Sdn Bhd 31 March 2010 28 December Director / N/A • Property development.
2017
Merchant Asia Sdn Bhd 29 March 2002 18 February 2018 Director / N/A • Property investment.
Oppulent Locations Sdn Bhd 8 October 2007 28 December Director / N/A • Property development.
2017
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Topaz Anggun Sdn Bhd 4 October 2005 19 January 2018 Director / N/A • Property development.
Zalam Land Sdn Bhd 28 January 2008 28 December Director / N/A • Property development.
2017
Zalam Resources Sdn Bhd 11 March 2010 28 December Director / N/A • Dormant with no previous activities.
2017
Luxury Living Development Sdn Bhd 14 January 2011 28 December Director / N/A • Property development.
2017
Zalam Holdings Sdn Bhd 24 May 2011 28 December Director / N/A • Property development.
2017
Zalam Development (Sabah) Sdn 11 November 28 December Director / N/A • Property development.
Bhd 2011 2017
Zalam Enterprise Sdn Bhd 30 March 2012 28 December Director / N/A • Insurance trading.
2017
Compute Avenue Sdn Bhd 30 March 2013 26 July 2022 Director / N/A • Dormant.
• Incorporated for personal property
investment purposes.
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Star Media Group Berhad (listed on 11 August 2018 - Independent Non- • Publication, printing and distribution of
the Main Market of Bursa Securities) Executive Director / N/A newspapers and magazines, digital
content services and managers,
promoters and organisers of events.
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Salcon Berhad (listed on the Main 17 December - Independent Non- • Investment holding company with its
Market of Bursa Securities) 2014 Executive Director / N/A subsidiaries involved in water and
wastewater engineering company,
property development, technology
services, transportation and other
businesses.
Wakomas Chemical Sdn Bhd 2 August 2019 - Director / N/A • Chemical trading house.
Past involvement
Solid Orient Holdings Sdn Bhd 8 October 2021 1 December 2021 Director / N/A • Operation of palm oil mill.
Future Biomass Gasification Sdn 8 October 2021 1 December 2021 Director / N/A • Renewable energy development.
Bhd
Future Nrg Sdn Bhd 3 August 2015 2 December 2021 Director / N/A • Renewable energy development.
Fitters Diversified Berhad (listed on 20 June 2014 1 May 2022 Independent Non- • Investment holding and the trading of fire
the Main Market of Bursa Securities) Executive Director / N/A safety materials, equipment and fire
prevention system. Its subsidiaries are
involved in various activities including
property development, renewable energy
development etc.
Fitters-Nrg Sdn Bhd 3 August 2015 2 December 2021 Director / N/A • Renewable energy development.
Comfort Gloves Berhad (listed on the 16 March 2020 31 March 2021 Independent Non- • Investment holding with its subsidiaries
Main Market of Bursa Securities) Executive Director (1) / N/A involved in the manufacture and trading of
gloves.
Note:
(1) Chan Seng Fatt was appointed as the Independent Non-Executive Chairman of Comfort Gloves Berhad on 16 March 2020 and was redesignated as
the Independent Non-Executive Director on 5 March 2021.
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Wealth Tree Holdings Sdn Bhd 7 December 2007 - Director / Shareholder • Property investment.
(Direct: 50%; Indirect: -)
Signorvino Sdn Bhd 7 July 2021 (1) - (1) Director / Shareholder • Wholesale and retail of alcohol.
(Direct: 50%; Indirect: -)
Unitrade Industries Berhad (listed on 15 September - Independent Non- • Investment holding company with its
the ACE Market of Bursa Securities) 2021 Executive Director / subsidiaries principally involved in the
Shareholder business of wholesale and distribution of
(Direct: 0.01% / Indirect: -) building materials, manufacturing and
sale of pre-insulated pipes, and rental of
temporary structural support equipment.
Four Seasons Development Sdn Bhd 1 December 2021 - Director / N/A • Investment holding company with initial
intended activities to be property
development in Vietnam.
Past involvement
Citigroup Transaction Services (M) 12 April 2011 22 December Director / N/A • Banking and financial services.
Sdn Bhd 2020
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Inverfin Sdn Bhd 21 November 22 December Director / N/A • Property investment.
2013 2020
Citigroup Sales and Outsourcing 17 February 2016 - Director / N/A • Dormant and no intended activities.
Services Sdn Bhd • Voluntary winding-up on 19 April 2018.
Menara Citi Holding Company Sdn 29 October 2013 22 December Director / N/A • Property investment.
Bhd 2020
Citigroup Nominee (Malaysia) Sdn 10 June 2019 22 December Director / N/A • Nominee company.
Bhd 2020 • In the process of winding up.
Citigroup Nominees (Asing) Sdn Bhd 10 June 2019 22 December Director / N/A • Nominee company.
2020
Citigroup Nominees (Tempatan) 10 June 2019 22 December Director / N/A • Nominee company.
Sdn Bhd 2020
Note:
(1) Ong Soo Chan was appointed as director of Signorvino Sdn Bhd on 2 November 2018 and resigned on 2 June 2020. She was subsequently
reappointed as director on 7 July 2021.
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Orgabio Holdings Berhad (listed on 15 March 2021 - Independent Non- • Investment holding of companies
the ACE Market of Bursa Securities) Executive Director involved in the provision of instant
(Direct 0.04%; Indirect: -) beverage premix manufacturing services
to third party brand owners and
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
manufacturing, sales and marketing of
house brand instant beverage premixes.
Avia Alliance Sdn Bhd 18 July 2017 - Director / Shareholder • Business management consultancy
(Direct: 100%; Indirect: -) services.
SDS Group Berhad (listed on the 4 September 2018 - Independent Non- • Investment holding of subsidiaries
ACE Market of Bursa Securities) Executive Director / N/A involved in the manufacturing and
distributing of bakery products as well as
operating food and beverages outlets.
Kim Teck Cheong Consolidated 28 September - Independent Non- • Investment holding of companies
Berhad (listed on the ACE Market of 2018 Executive Director / N/A involved in the distribution of consumer-
Bursa Securities) packaged goods in East Malaysia.
Dynamic Aqua Evolution Sdn Bhd 26 December - Director / Shareholder • Aquaponics farming.
2019 (Direct: 50%; Indirect: -)
1Advisory Sdn Bhd 4 June 2020 - Director / Shareholder • Provision of business consultancy.
(Direct: 20%; Indirect: -)
Flexidynamic Holdings Berhad 25 January 2021 - Independent Non- • Investment holding company with its
(listed on the ACE Market of Bursa Executive Director / N/A subsidiaries involved in the design,
Securities) engineering, installation and
commissioning of glove chlorination
systems, as well as the design and
installation of storage tanks and process
tanks for the glove manufacturing
industry.
Past involvement
Mestron Holdings Berhad (listed on 15 October 2018 9 March 2021 Independent Non- • Investment holding company with its
the ACE Market of Bursa Securities) Executive Director / N/A subsidiaries principally involved in (i)
manufacturing of steel poles comprising
standard street light poles, decorative
light poles and specialty poles, (ii) trading
of outdoor lighting products (iii) renewable
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
energy and (iv) property development.
IWC Performance Innovations Sdn 17 December 7 January 2020 Director / N/A • Wholesale of a variety of information
Bhd 2018 technology products and other
information technology services.
• Struck off on 15 June 2020.
Heng Hup Chiho Recycling 1 February 2019 10 May 2019 Director / N/A • Investment holding, export and import of
(Malaysia) Sdn Bhd) metal and non-metal waste, scrap and
material for recycling.
TUC Holdings Berhad 8 February 2021 29 October 2021 Independent Non- • Investment holding with its subsidiaries
Executive Director / N/A principally involved in the supply of smart
meters, manufacturing and integration of
electrical systems, distribution of
electrical products and other related
services.
• Struck off on 19 September 2022.
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Perak Transit Berhad (listed on the 9 June 2021 - Independent Non- • Investment holding with its subsidiaries
Main Market of Bursa Securities) Executive Director / N/A principally involved in the operations of
integrated public transportation terminals,
the provision of public bus services and
the operations of petrol stations.
UOB Kay Hian Securities (M) Sdn 1 March 2022 - Independent Non- • Stockbroking, licensed futures broker and
Bhd Executive Director / N/A related activities.
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Past involvement
Iskandar Investment Berhad 3 November 2014 18 May 2021 Director / N/A • Investment holding company
incorporated to catalyse the strategic
development of Iskandar Malaysia.
Iskandar Capital Sdn Bhd 1 April 2016 18 May 2021 Director / N/A • Developer of infrastructure, residential,
sales and agrofarm.
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The aggregate remuneration and material benefits-in-kind paid to our current Directors for
services rendered to our Group for FYE 2022 and proposed to be paid for FYE 2023 are as
follows:
Notes:
(1) These comprise contribution to Employees Provident Fund and Social Security Organisation.
(2) The amount is pro-rated from the date of appointment as our Director on 23 September 2022 until
31 March 2023.
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The remuneration of our Directors, which includes salaries, fees and allowances, bonuses, as
well as other benefits, must be considered and recommended by our Nomination & Remuneration
Committee and subsequently, be approved by our Board, subject to the provisions of our
Constitution. Our Directors’ fees and benefits must be further approved and endorsed by our
shareholders at a general meeting.
Our Board is committed to inculcating good corporate governance practices in our Group from
time to time in accordance with the practices and guidance based on the Malaysian Code on
Corporate Governance 2021 (“MCCG”). Our Board believes that corporate governance is
important to the success of our Group’s business. We intend to comply with other aspects of the
MCCG (e.g sustainability strategies, priorities and targets, Board’s nomination and selection
process, Board annual assessment, remuneration policy and procedure for Directors and Key
Senior Management, and the conducts of General Meetings) upon Listing, we will also provide a
statement on the extent of compliance with the MCCG in our first annual report after our Listing.
As at the LPD, the date of expiry of the current term of office for each of our Directors and the
period that each of them has served in that office is as follows:
Approximate no. of
years and months in
Date of expiry of the office up to the date
Directors Date of appointment current term of office of this Prospectus
Lee Chee Seng 1 April 2016 Subject to retirement 6 years and 7 months
by rotation at the AGM
in 2023
The Audit & Risk Management Committee shall solely comprise of Independent Non-Executive
Directors. The Audit & Risk Management Committee was constituted on 23 September 2022 by
our Board with the function of assisting our Board in fulfilling its oversight responsibilities. The
composition of our Audit & Risk Management Committee is set out below:
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Our Audit & Risk Management Committee has full access to both internal and external auditors
who in turn have access at all times to the Chairperson of our Audit & Risk Management
Committee. The key duties and responsibilities of our Audit & Risk Management Committee as
stated in its terms of reference include, amongst others, the following:
(b) To review the annual audit plan, the nature and scope of the audit, evaluation of
our Group’s systems of internal controls and the annual audit report;
(c) To ensure sufficient cooperation given by the employees of our Company to the
external auditors in performing their tasks;
(d) To establish policies and procedure to assess the suitability, objectivity and
independence of the external auditors by conducting annual assessment and
report the findings and observation to our Board;
(e) To review and evaluate the performance of the external auditors by taking into
account the competency, adequacy of experience and resources of the firm and
professional staff assigned to perform the audit;
(f) To review the non-audit services provided by the external auditors and / or its
affiliates including the nature and the extent of the non-audit services and the
appropriateness of the level of fees as to eliminate or reduce the threat to
objectivity and independence of the conduct of the external audit resulting from
the non-audit services provided;
(g) To review the external auditors’ management letter and response from our
management; and
(h) To obtain written assurance from the external auditors confirming that they are,
and have been, independent throughout the conduct of the audit engagement in
accordance with the terms of all relevant professional and regulatory
requirement.
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To review the quarterly results and year-end financial statements of our Group before
making recommendation to our Board, including:
(a) To decide on the appointment and removal of the internal auditors and review
the budget for the internal audit function;
(b) To review any letter of resignation from internal auditors and provide the internal
auditors an opportunity to submit reasons for resigning;
(c) To review the adequacy of the scope, competency and resources of the internal
audit function and that it has the necessary authority to carry out its work;
(d) To review and approve the annual internal audit plan, processes, and ensure
our Group’s internal control framework is maintained;
(e) To ensure sufficient cooperation given by the employees to the internal auditors
in performing their tasks;
(g) To enhance the internal audit function by providing direction to and oversight of
these functions.
(b) To monitor risk management processes to ensure they are integrated into all
core business processes;
(c) To review the risk management report and ensure that all risks are identified,
assessed and monitored;
(d) To discuss any significant risk or exposure and mitigation plan undertaken by
our Group;
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(e) To review our Group’s risk management policy and implementation of the risk
management framework; and
(f) To review the statement on risk management and internal control in our
Company’s annual report.
(a) To review any related party transaction and / or conflict of interest situation that
may arise within our Company or our Group including any transaction, procedure
or course of conduct that raises questions of management integrity;
(b) To review the Audit & Risk Management Committee report for our Company’s
annual report;
(c) To report to Bursa Securities on any matter reported by it to our Board of our
Company which has not been satisfactorily resolved resulting in a breach of the
Listing Requirements;
(d) To highlight significant matters and resolutions at each Board meeting; and
(e) To carry out any other duties as may be directed by our Board from time to time.
The Nomination & Remuneration Committee was constituted on 23 September 2022 by our
Board. The composition of our Nomination & Remuneration Committee is set out below:
The key duties and responsibilities of our Nomination & Remuneration Committee as stated in
its terms of reference include, amongst others, the following:
(a) To identify, assess, consider and recommend to our Board, the candidates for
Board directorships of our Company. In identifying candidates for appointment
of directors, our Board does not solely rely on recommendations from existing
directors, management or major shareholders. Our Board shall also utilise
independent sources such as executive search firms to identify suitably qualified
candidates. If the selection of candidates was solely based on recommendations
made by existing Directors, management or major shareholder, the Nomination
& Remuneration Committee should explain why these source(s) suffice and
other sources were not used.
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Registration No.: 200601034211 (753970-X)
• merit and against objective criteria with due regard for the benefits of
boardroom diversity, including gender, age, ethnicity and cultural
background, experience, skill, character, integrity and competence;
(b) To review and recommend the retirement and re-election of Director(s) to our
Board pursuant to the provisions in the Constitution and contingent on
satisfactory evaluation of the Directors’ tenure, performance, contribution to our
Board and the current Board composition;
(c) To determine and review how our Board’s performance may be evaluated and
propose objective performance criteria;
(d) To review our Board’s policies and procedures for the selection of Board
members;
(e) To facilitate Board inductions programme for newly appointed Directors and
assist our Board in identifying suitable training programmes for Directors;
(f) To review the succession plans of the Board members and key senior
management (1) and our Group’s diversity policy;
(g) To review the composition of each committee of our Board and make
recommendations to our Board for the appointment of additional committee
members or the removal / resignation of committee members;
(h) To assess annually the effectiveness of our Board as a whole, the committees
of our Board and the contribution of each individual Director as well as the
performance of the key senior management personnel including their
performance in addressing our Company’s material sustainability risks and
opportunities vide a formal and objective assessment. All assessments and
evaluations carried out by our Nomination & Remuneration Committee in the
discharge of all its functions shall be properly documented;
(j) To assess, consider and recommend to our Board, the candidates for the
positions of Chief Executive, Chief Operating and Chief Financial Officer of our
Company, who may serve as a talent pipeline for board candidacy, based on
objective criteria, merit and with regard for diversity in skills, experience, age,
cultural background and gender diversity.
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(l) To review the term of office and performance of the Audit & Risk Management
Committee and each of its members annually to determine whether the Audit &
Risk Management Committee and its members have carried out their duties in
accordance with their terms of reference;
(m) To ensure our Board comprises at least 1 woman director and to review the
participation of women in key senior management to ensure there is healthy
talent pipeline;
(o) To provide, in its report, a statement on its activities for the financial year which
includes the application of our Directors’ fit and proper policy in nomination and
re-election process.
Note:
(1) For the purpose of terms of reference of Nomination & Remuneration Committee, “key
senior management” refers to Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer.
(c) To review at least once a year the performance of Executive Directors and key
senior management and recommend to our Board specific adjustments in
remuneration and / or reward payments if any reflecting their contributions for
the year;
(e) To consider and review any service contracts and remuneration package for
newly appointed Executive Director(s) and key senior management, prior to their
appointment;
(h) To review the fees of our Directors and any benefits payable to our Directors
including any compensation for loss of employment of director or former director.
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The composition of our key senior management team is set out below:
The profile of our key senior management, Lee Chee Seng is set out in Section 5.1.2 of this
Prospectus.
Low Weng Cheong, a Malaysian aged 44, is our Head of Finance. He joined our Group
since October 2017 and has been with our Group for over 4 years. His main
responsibilities in the Group include overseeing the overall finance functions including
accounting, taxation and cash management.
He joined Ong Chan Lou & Co in June 1997 as an Audit Trainee where he was involved
in works related to statutory audits. He then left Ong Chan Lou & Co to focus on the
ACCA course in August 1999. In January 2001, he joined LT Sdn Bhd as an Accounts
Assistant where he was involved in the preparation of management accounts and
financial forecasts and subsequently left the company in March 2003 as an Accounts
Executive, for a different exposure.
He then joined Yun Nam Hair Care Sdn Bhd in March 2003 as an Accounts Executive
where he was involved in the preparation of the management accounts as well as the
overseeing of the sales collection function. In May 2004, he left to join KEB Management
Sdn Bhd as an Accounts Executive where he was responsible for preparation of
management accounts.
Looking for a change, he joined Ernst & Young in April 2005 as Associate, where he was
exposed to due diligence and statutory audit, and left as Senior Associate in May 2007
during which he was responsible for leading a statutory and due diligence audit team in
respect of audits on private and public listed companies.
Upon leaving Ernst & Young, he joined Nextnation Communication Berhad (now known
as Nexgram Holdings Berhad) as their Group’s Accountant where he was involved in the
preparation of their consolidated financial statements and overseeing the group’s
accounting function.
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In April 2008, he decided to join BRDB Developments Sdn Bhd as their Accountant where
he was involved in the preparation of the consolidated financial statements and was
subsequently promoted to Manager and Senior Manager before leaving as the Assistant
General Manager in February 2017 during which he assumed the responsibilities of
overseeing the accounting function which includes accounting, taxation and corporate
finance.
In March 2017, he joined Lendlease Development Malaysia Sdn Bhd as their Senior
Finance Manager where he was involved in overseeing the financial reporting and tax
compliance function as well as the day-to-day financial operations of the company
including funding and payment arrangements.
He then joined our Company in October 2017 as our Senior Manager, Accounts where
he was in charge of overseeing the overall accounting function before leaving in
December 2018 to join Selangor Properties Berhad as their Senior Manager of Corporate
Affairs where he was involved in overseeing the group’s corporate governance, treasury
management and corporate finance.
He returned to our Company in June 2019 as our Assistant General Manager, Finance
and was promoted to our Head of Finance in January 2021, a position he currently holds.
Tan Lea Chin, a Malaysian aged 51, is our Head of Sales. He joined our Group since
2019 and has been with our Group for over 3 years. His main responsibilities in the Group
includes the planning, formulation and implementation of sales strategies, processes and
policies as well as overseeing the sales operation.
Upon graduating from secondary school with his Sijil Pelajaran Malaysia in November
1988, he was involved in various ad-hoc engagements prior to joining Hock Hua Bank
(Sabah) Bhd in January 1992 as a Clerk where he was involved in front-line customer
service.
In March 1994, he joined Wing Tiek Holdings Berhad as their Bills Assistant where he
was in charge of coordinating the trade documentations. During his time in Wing Tiek
Holdings Berhad, he decided to further pursue his studies and successfully obtained his
Diploma in Business Administration in June 1996.
In January 1996, he joined MBF Property Services Sdn Bhd, a company involved in the
provision of property management services, as an Executive in the Sales and Marketing
Department where he was involved in executing the sales and marketing strategies. He
then left to join the Lion Group in January 1997 where he was an Executive in the Sales
and Marketing Department of the Lion Group’s property & construction division,
assuming similar roles as in MBF Property Services Sdn Bhd.
In July 2000, he decided to join Hicom – Gamuda Development Sdn Bhd where he held
the position of Senior Executive, Sales & Marketing and in January 2003, he joined
Crosshill Sdn Bhd as their Sales & Marketing Manager. In these companies, he was
responsible for the management of the sales department and ensuring that all marketing
plans are executed accordingly.
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He then left to join Gamuda Land Sdn Bhd as their Assistant Manager, Sales and
Marketing in October 2004 before leaving as their Senior Manager, Strategic Marketing
in November 2007 to join GuocoLand (Malaysia) Berhad in the same position. In these
companies, he was responsible for strategizing and implementation of sales and
marketing plans for the launch of projects.
In August 2009, he joined SP Setia Berhad as their Head of Sales and Marketing prior to
leaving in April 2012 to join Selangor Dredging Berhad (formerly known SDB Properties
Sdn Bhd) in the same role. During his term as the Head of Sales and Marketing in these
companies, in addition to being in charge of the strategising and implementation of plans,
he was also responsible for the management of the customer service and credit teams.
He then joined DNP Property Management Sdn Bhd, a subsidiary of Wing Tai Malaysia
Berhad, in August 2015 as their Head of Sales & Marketing. During his tenure with DNP
Property Management Sdn Bhd, he was involved in international marketing, Real Estate
Assessment (REA) evaluation and the management of the international customer service
team.
In June 2019, he joined our Company as our General Manager, Marketing & Sales and
was re-designated as the Head of Sales in January 2022.
Ng Hong Haw, a Malaysian aged 40, is our Head of Business Venture. He joined our
Group since 2015 and has been with our Group for over 7 years. His main responsibilities
in the Group include the evaluation of new business ventures, managing the Asset Under
Management business model and the generation of income for unutilised land and assets.
In April 2006, he joined Global Mutiara Quest Sdn Bhd as a Sales Consultant where he
was responsible for the sourcing of clients. In October 2006, he decided to join the Far
Skyle Group as a Sales Consultant where he built his client servicing skills. In January
2009, he joined Primcos Realty as a Real Estate Negotiator and upon the completion of
his Diploma, he was promoted to Probationary Estate Agent.
He then left Primcos Realty to join Marimo Land Malaysia Sdn Bhd in July 2012 as their
Business Development Manager where he was responsible for client management,
business development, sales team management and sourcing of potential land for
development purposes.
In January 2015, he joined our Company as our Manager of Business Development and
was promoted to Senior Manager of the same department in January 2017. During this
time, he was responsible for the acquisition of lands in Malaysia. He was further
promoted in January 2019 to Assistant General Manager where his responsibilities
expanded to include acquisition of lands overseas and in January 2021 to General
Manager, Overseas Venture and Asset Under Management. He was then redesignated
as the Head of Business Venture in January 2022, a position he currently holds.
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Registration No.: 200601034211 (753970-X)
5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
The direct shareholdings of our key senior management, Lee Chee Seng before our IPO, after our IPO and after assuming full conversion of the ICPS
is set out in Section 5.1.1 of this Prospectus.
The following table sets out the direct shareholdings of our other key senior management, assuming full subscription of Pink Form Shares reserved for
our eligible employees.
Notes:
(1) Based on the total number of 792,000,000 Shares after the completion of the Pre-IPO Exercise and before our IPO.
(2) Assuming full subscription of the Pink Form Shares reserved for our eligible employees.
(3) Based on the enlarged total number of 1,000,000,000 Shares after our IPO.
(4) Based on the enlarged total number of 1,187,500,000 Shares assuming full conversion of the ICPS.
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
5.4.4 Principal directorship of our key senior management and principal business activities performed outside our Group
Save as disclosed below and in Section 5.2.4 of this Prospectus, none of the key senior management is involved in any other principal business activities
outside our Group as at the LPD. The following table sets out the principal directorships of our key senior management outside our Group and the
principal business activities performed by our key senior management outside our Group as at the LPD (“Present Involvement”) and those other
principal directorships of our key senior management outside our Group that were held within the past 5 years up to the LPD (“Past Involvement”):
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Past involvement
Florence Nightingale Sdn Bhd 1 March 2000 - Director / Shareholder • Dealer of health products.
(Direct: <0.1%; Indirect: -) • Struck off on 16 September 2022.
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Past involvement
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Date of Date of
appointment as resignation as Position held / % of
Directorships / Shareholdings director director shareholding held Principal activities
Present involvement
Past involvement
NLD World Sdn Bhd 22 November - Director / Shareholder • Dormant with no intended activities.
2018 (Direct: 50.0%; Indirect: - ) • Struck off on 12 September 2022.
The involvement of our key senior management in those business activities outside our Group does not give rise to any conflict of interest situation with
our business. The involvement of Low Weng Cheong, being a member of our key senior management, in other businesses or corporations outside our
Group will not affect his ability to perform his roles and responsibilities as well as his contribution to our Group he is not involved in the day to day
operations of his business activity outside of our Group.
The aggregate remuneration and material benefits-in-kind paid to our Chief Executive Officer for FYE 2022 and proposed to be paid for FYE 2023 are
set out in Section 5.2.5 of this Prospectus.
The aggregate remuneration and material benefits-in-kind paid to our key senior management for services rendered in all capacities to our Group for
FYE 2022 and proposed to be paid for FYE 2023 are as follows:
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5. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Board of Directors
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Registration No.: 200601034211 (753970-X)
None of our Promoters, Directors and key senior management is or has been involved in any of
the following events (whether in or outside Malaysia):
(i) in the last 10 years, a petition under any bankruptcy or insolvency laws was filed (and
not struck out) against such person or any partnership in which such person was a
partner or any corporation of which such person was a director or member of key senior
management;
(ii) disqualified from acting as a director of any corporation, or from taking part directly or
indirectly in the management of any corporation;
(iii) in the last 10 years, charged or convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding;
(iv) in the last 10 years, any judgement was entered against such person, or finding of fault,
misrepresentation, dishonesty, incompetence or malpractice on such person’s part,
involving a breach of any law or regulatory requirement that relates to the capital market;
(v) in the last 10 years, the subject of any civil proceeding, involving an allegation of fraud,
misrepresentation, dishonesty, incompetence or malpractice on such person’s part that
relates to the capital market;
(vi) the subject of any order, judgement or ruling of any court, government, or regulatory
authority or body temporarily enjoining such person from engaging in any type of
business practice or activity;
(vii) in the last 10 years, has been reprimanded or issued any warning by any regulatory
authority, securities or derivatives exchange, professional body or government agency;
and
There is no family relationship and / or association between any of our Promoters, substantial
shareholders, Directors and key senior management.
As at the LPD, there are no existing or proposed service agreements entered into or to be entered
into by our Directors or any member of our key senior management with our Group.
Our future success also depends on our ability to attract and retain skilled personnel. Our
strategies to retain our key senior management and attract new personnel include, amongst
others, succession planning and promotion opportunities, attractive remuneration packages and
training activities.
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(i) selection and recruitment: identifying key competencies and requirements for managerial
and key senior positions for succession planning; and identifying potential successor’s
readiness to facilitate skills transfer so as to ensure smooth running and continuity of the
operations of our Group;
(iii) career planning and development: our senior management trains the lower and middle
management staff to gradually assume more responsibilities; and
(iv) continuous training and education: our middle management actively participate in
discussions and decision-making in various operations of our Group. Such active
participation will ensure better understanding of our operations and enable the personnel
to equip themselves with the necessary knowledge and skills to succeed in senior
management roles.
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Our Company was incorporated in Malaysia under the CA 1965 as a private limited company on 22 November 2006 and is deemed registered under
the Act, under the name of Varsity Networks Sdn Bhd. On 6 February 2008, we changed our name to NTP World Development Sdn Bhd and on 5
December 2014, we changed our name to SkyWorld Development Sdn Bhd. We subsequently converted to a public limited company on 20 September
2022 and assumed our present name of SkyWorld Development Berhad to facilitate our Listing.
Our principal activity is in investment holding, provision of management services to our Subsidiaries and property development, while the principal
activities of our Subsidiaries are disclosed in Section 6.4 of this Prospectus.
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Notes:
(1) The remaining equity interest are held by Kwan Thean Poh (0.005%) and Siti Amirah Binti Yusoff
(0.005%), who are not related to our Directors and Promoters.
(2) The remaining equity interest is held by Hijrah Megah Sdn Bhd, a company principally involved in
mixed farming and plantation. The shareholders of Hijrah Megah Sdn Bhd are Tengku Ahmad
Fareez Bin Tengku Zulkifly and Tengku Zulkifly Bin Tengku Ahmad, who are not related to our
Directors and Promoters.
(3) The remaining equity interest is held by Mohd Nor Bin Othman, who is not related to our Directors
and Promoters.
(4) The conditional share sale agreement was entered into between our Company and Zafidi Bin
Mohamad on 12 September 2022 to acquire 40.0% of the equity interest of NTP World Corporation
from Zafidi Bin Mohamad. Upon completion of the Acquisition, NTP World Corporation will become
a wholly-owned subsidiary of our Company. Further details of the Acquisition is set out in Section
6.5.1 of this Prospectus.
As at the [LPD], our issued share capital is RM[82,500,000.00] comprising [792,000,000] Shares.
Details of the changes in the issued share capital of our Company since our incorporation up to
the LPD are as follows:
Cumulative
No. of Shares Consideration issued share Cumulative no. of
Date of allotment allotted (RM) capital (RM) Shares
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Registration No.: 200601034211 (753970-X)
Notes:
(1) Pursuant to the Bonus Issue of Shares as set out in Section 6.5.1 of this Prospectus.
(ii) without capitalisation, where a company may issue and allot the bonus shares at nil
consideration.
In view of the above, our Board has resolved that the implementation of the Bonus Issue of Shares
shall be undertaken without any capitalisation from the reserves of our Company and that the new
Shares issued pursuant to the Bonus Issue of Shares is issued as fully paid Shares at nil
consideration.
Given that the Bonus Issue of Shares is undertaken without capitalisation from our Company’s
reserves, it allows our Board to preserve our Company’s reserves.
(3) Pursuant to completion of the Acquisition as set out in Section 6.5.1 of this Prospectus.
Upon completion of our Public Issue, our issued share capital will increase to RM[●] comprising
1,000,000,000 Shares.
As at the LPD, save for the ICPS, details of which are disclosed in Section 6.5.1 of this Prospectus,
we do not have any outstanding warrants, options, convertible securities and uncalled capital in
respect of the Shares in our Company. In addition, there are no discounts, special terms or
instalment payment terms applicable to the payment of consideration for the allotments as
tabulated above.
As at the LPD, we are not involved in any winding-up, receivership or similar proceedings.
Effective
Date / Place Principal equity
of place of interest Principal
Name and registration no. incorporation business (%) activities
Wholly-owned subsidiaries
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Registration No.: 200601034211 (753970-X)
Effective
Date / Place Principal equity
of place of interest Principal
Name and registration no. incorporation business (%) activities
NTP World Corporation Sdn Bhd 17 August 2006 Malaysia [60.0] (10) Property
(200601024810 (744564-D)) / Malaysia development
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Registration No.: 200601034211 (753970-X)
Effective
Date / Place Principal equity
of place of interest Principal
Name and registration no. incorporation business (%) activities
Medan Srijuta Sdn Bhd 24 July 2013 / Malaysia 60.0 (3) Property
(201301025791 (1055621-D)) Malaysia development (1)
Rimba Maju Realiti Sdn Bhd 25 July 2013 / Malaysia 60.0 (3) Property
(201301026010 (1055840-X)) Malaysia development (1)
SkyWorld Properties Sdn Bhd 18 July 2014 / Malaysia 80.0 (5) Property
(201401025905 (1101995-V)) Malaysia development and
investment holding
SkyWorld Land Sdn Bhd 18 July 2014 / Malaysia 75.0 (5) Property
(201401025909 (1101999-M)) Malaysia development and
investment holding
SkyWorld Venture Sdn Bhd 18 July 2014 / Malaysia 60.0 (3) Property
(201401025912 (1102002-D)) Malaysia development and
investment holding
Indirect subsidiaries
Central Enclave Sdn Bhd 14 April 2017 / Malaysia 75.0 (6) Property
(201701012889 (1227054-H)) Malaysia development (1)
Desa Imbangan Sdn Bhd 23 July 2013 / Malaysia 60.0 (7) Property
(201301025663 (1055493-M)) Malaysia development (1)
Notes:
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Registration No.: 200601034211 (753970-X)
(5) The remaining equity interest is held by Hijrah Megah Sdn Bhd, a company principally involved in
mixed farming and plantation. The shareholders of Hijrah Megah Sdn Bhd are Tengku Ahmad
Fareez Bin Tengku Zulkifly and Tengku Zulkifly Bin Tengku Ahmad, who are not related to our
Directors and Promoters.
(6) Wholly-owned subsidiary of SkyWorld Land.
(7) Wholly-owned subsidiary of SkyWorld Venture.
(8) Wholly-owned subsidiary of SkyWorld Properties.
(9) Our Group intends to use this company to establish the ICP and IMTN programme. Further details
of the ICP and IMTN programme are set out in Section 7.23 of this Prospectus.
(10) The conditional share sale agreement was entered into between our Company and Zafidi Bin
Mohamad on 12 September 2022 to acquire 40.0% of the equity interest of NTP World Corporation
from Zafidi Bin Mohamad. Upon completion of the Acquisition, NTP World Corporation will become
a wholly-owned subsidiary of our Company. Further details of the Acquisition is set out in Section
6.5.1 of this Prospectus.
Aqua Legacy was incorporated in Malaysia under the Act on 14 April 2017 as a
private limited company under its present name.
The changes in Aqua Legacy’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Aqua Legacy does not have any subsidiary, joint venture or
associated company.
Aspirasi Cekap was incorporated in Malaysia under the Act on 15 August 2022
as a private limited company under its present name.
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The changes in Aspirasi Cekap’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
Aspirasi Cekap has been our wholly-owned subsidiary since its incorporation on
15 August 2022.
As at the LPD, Aspirasi Cekap does not have any subsidiary, joint venture or
associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Bennington Development does not have any subsidiary, joint
venture or associated company.
Central Enclave was incorporated in Malaysia under the Act on 14 April 2017 as
a private limited company under its present name.
As at the LPD, the issued share capital of Central Enclave is RM2.00 comprising
2 ordinary shares.
The changes in Central Enclave’s issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
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Registration No.: 200601034211 (753970-X)
As at the LPD, Central Enclave does not have any subsidiary, joint venture or
associated company.
Citra Amal was incorporated in Malaysia under the CA 1965 on 17 May 2013 as
a private limited company under its present name and is deemed registered
under the Act.
The changes in Citra Amal’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Citra Amal does not have any subsidiary, joint venture or
associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Curvo Development does not have any subsidiary, joint venture
or associated company.
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Registration No.: 200601034211 (753970-X)
The changes in Desa Imbangan’s issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Desa Imbangan does not have any subsidiary, joint venture or
associated company.
As at the LPD, the issued share capital of Kem Batu Kentonmen is RM1,000.00
comprising 1,000 ordinary shares.
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Registration No.: 200601034211 (753970-X)
The changes in Kem Batu Kentonmen’s issued share capital since incorporation
are as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Kem Batu Kentonmen does not have any subsidiary, joint venture
or associated company.
Klasik Eramas was incorporated in Malaysia under the Act on 19 February 2021
as a private limited company under its present name.
As at the LPD, the issued share capital of Klasik Eramas is RM100.00 comprising
100 ordinary shares.
The changes in Klasik Eramas’ issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
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Registration No.: 200601034211 (753970-X)
(c) Shareholder
As at the LPD, Klasik Eramas does not have any subsidiary, joint venture or
associated company.
Legasi Spohra was incorporated in Malaysia under the Act on 14 April 2017 as
a private limited company under its present name.
The changes in Legasi Spohra’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, Legasi Spohra does not have any subsidiary, joint venture or
associated company.
Medan Srijuta was incorporated in Malaysia under the CA 1965 on 24 July 2013
as a private limited company under its present name and is deemed registered
under the Act.
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Registration No.: 200601034211 (753970-X)
The changes in Medan Srijuta’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
Medan Srijuta became our 60.0% subsidiary on 13 January 2020. The remaining
equity interest is held by Mohd Nor Bin Othman (40.0%), who is not related to
our Directors and Promoters.
As at the LPD, Medan Srijuta does not have any subsidiary, joint venture or
associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative
Date of shares (RM) / Type of Cumulative share capital
allotment allotted consideration no. of shares (RM)
(c) Shareholder
NTP World Corporation became our 59.99% subsidiary on 3 May 2011. NTP
World Corporation became our 60.0% subsidiary on 5 July 2022 subsequent to
the acquisition of 0.01% shares from a third party.
As at the LPD, NTP World Corporation does not have any subsidiary, joint
venture or associated company.
Rimba Maju Realiti was incorporated in Malaysia under the CA 1965 on 25 July
2013 as a private limited company under its present name and is deemed
registered under the Act.
As at the LPD, the issued share capital of Rimba Maju Realiti is RM100,000.00
comprising 100,000 ordinary shares.
The changes in Rimba Maju Realiti’s issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
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Registration No.: 200601034211 (753970-X)
(c) Shareholder
Rimba Maju Realiti became our 60.0% subsidiary on 13 January 2020. The
remaining equity interest is held by Mohd Nor Bin Othman (40.0%), who is not
related to our Directors and Promoters.
As at the LPD, Rimba Maju Realiti does not have any subsidiary, joint venture or
associated company.
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyAman Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyAwani 2 Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyAwani 5 Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyHill Development does not have any subsidiary, joint venture
or associated company.
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
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Registration No.: 200601034211 (753970-X)
As at the LPD, SkyLuxe Development does not have any subsidiary, joint venture
or associated company.
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyMeridien Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
Date of shares (RM) / Type of no. of share capital
allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyRia Development does not have any subsidiary, joint venture
or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkySanctuary Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
Date of shares (RM) / Type of no. of share capital
allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkySierra Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyVogue Development does not have any subsidiary, joint
venture or associated company.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyVue Development does not have any subsidiary, joint venture
or associated company.
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
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Registration No.: 200601034211 (753970-X)
As at the LPD, SkyWorld Asset Management does not have any subsidiary, joint
venture or associated company.
The changes in SkyWorld Builder’s issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyWorld Builder does not have any subsidiary, joint venture or
associated company.
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Registration No.: 200601034211 (753970-X)
The changes in SkyWorld Capital’s issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
As at the LPD, SkyWorld Capital does not have any subsidiary, joint venture or
associated company.
The changes in SkyWorld Connects’ issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
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Registration No.: 200601034211 (753970-X)
As at the LPD, SkyWorld Connects does not have any subsidiary, joint venture
or associated company.
SkyWorld Land was incorporated in Malaysia under the CA 1965 on 18 July 2014
as a private limited company under its present name and is deemed registered
under the Act.
The changes in SkyWorld Land’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
Save for Central Enclave which is its wholly-owned subsidiary, SkyWorld Land
does not have any subsidiary, joint venture or associated company as at the
LPD.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
Save for Kem Batu Kentonmen which is its wholly-owned subsidiary, SkyWorld
Properties does not have any subsidiary, joint venture or associated company as
at the LPD.
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Registration No.: 200601034211 (753970-X)
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
SkyWorld Staris Development has been our wholly-owned subsidiary since its
incorporation on 26 July 2021.
As at the LPD, SkyWorld Staris Development does not have any subsidiary, joint
venture or associated company.
The changes in SkyWorld Venture’s issued share capital since incorporation are
as follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
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Registration No.: 200601034211 (753970-X)
Save for Desa Imbangan which is its wholly-owned subsidiary, SkyWorld Venture
does not have any subsidiary, joint venture or associated company as at the
LPD.
The changes in SkyWorld Vietnam’s total charter capital since incorporation are
as follows:
Cumulative charter
Initial charter Increased charter capital
Date capital (VND) capital (VND) (VND)
(c) Shareholder
As at the LPD, SkyWorld Vietnam does not have any subsidiary, joint venture or
associated company.
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Registration No.: 200601034211 (753970-X)
As at the LPD, the issued share capital of West Victory is RM2.00 comprising 2
ordinary shares.
The changes in West Victory’s issued share capital since incorporation are as
follows:
No. of
ordinary Consideration Cumulative Cumulative
shares (RM) / Type of no. of share capital
Date of allotment allotted consideration shares (RM)
(c) Shareholder
West Victory has been our wholly-owned subsidiary since its incorporation on 6
June 2016.
As at the LPD, West Victory does not have any subsidiary, joint venture or
associated company.
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Registration No.: 200601034211 (753970-X)
In conjunction with and as an integral part of our listing of and quotation for our entire enlarged
issued share capital on the Main Market of Bursa Securities, our Company undertook a Listing
Scheme which involved the following which are inter-conditional among each other:
Prior to our IPO, our Company has undertaken a bonus issue of Shares on the
basis of 1,409 Bonus Shares for every existing 125 Shares. The Bonus Issue of
Shares shall be undertaken without any capitalisation from the reserves of our
Company and that the new Shares issued pursuant to the Bonus Issue of Shares
is issued as fully paid Shares at nil consideration.
(1) increase the number of issued Shares to facilitate our IPO and Listing;
(2) achieving a more affordable price per Share for our IPO; and
(3) enhancing the liquidity of our Shares at the time of our Listing.
Upon completion of the Bonus Issue of Shares, the resultant issued share capital
of our Company is RM62,500,000.00 comprising 767,000,000 Shares where the
shareholding structure of our Company before and after the Bonus Issue of
Shares is as follows:
Notes:
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Registration No.: 200601034211 (753970-X)
Concurrently with the Bonus Issue of Shares, our Company has undertaken a
bonus issue of ICPS on the basis of 3 ICPS for every 1 existing Share to our
existing shareholders. The Bonus Issue of ICPS shall be undertaken by way of
capitalisation from the reserves of our Company amounting to RM[●].
(2) to reduce cash outlay and conserve cash for future land banking,
expansion plans and our Group’s working capital requirements, details
of which are set out in Section 7 of this Prospectus; and
(3) minimise the immediate dilution effects of the EPS and NA of our Group
as the ICPS can only be converted after 3 years from the issue date of
the ICPS.
Maturity date : The Market Day immediately preceding the date which
is the fifth (5th) anniversary of the date of issuance of the
ICPS (if such date is a non-Market Day, then on the
preceding Market Day).
Dividend : The ICPS does not carry any right to dividend declared
by SkyWorld Development.
Form and : The ICPS shall be issued in the registered form and
denomination constituted by the constitution of SkyWorld
Development.
Conversion period : Each registered holder of the ICPS shall have the rights
to convert the ICPS held into new ordinary shares at the
Conversion Ratio within a period commencing from the
third (3rd) anniversary of the date of issuance of the ICPS
until 5.00 p.m. on the Maturity Date, (both dates
inclusive), subject to the Maximum Scenario as set out
under “Conversion Rights”.
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Registration No.: 200601034211 (753970-X)
Conversion rights : The ICPS may be converted into new ordinary shares, at
the option of the ICPS holders, at any time during the
Conversion Period. For the avoidance of doubt, the ICPS
may be converted subject to the following:
Conversion ratio : Every one (1) ICPS will be converted into one (1) new
ordinary share of the Company.
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Registration No.: 200601034211 (753970-X)
Voting rights : The ICPS holders shall have the rights to receive
notices, reports and audited financial statements and
attend meetings of SkyWorld Development but shall not
be entitled to vote in person or by proxy or by attorney in
a general meeting or approve any shareholders'
resolutions, except in each of the following
circumstances:
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Registration No.: 200601034211 (753970-X)
Upon completion of the Bonus Issue of ICPS, the shareholdings of ICPS by our
Promoters is as follows:
No. of ICPS %
Datuk Seri Ng 134,251,455 71.60
Datuk Lam 38,711,949 20.65
Lee Chee Seng 11,536,596 6.15
Zafidi bin Mohamad 3,000,000 1.60
For the avoidance of doubt, the new Shares to be issued pursuant to the
conversion of the ICPS shall be issued as fully paid Shares at nil consideration.
There will be no cash payment upon conversion of the ICPS.
Please refer to Section 12.16 of this Prospectus on the impact of the ICPS to the
EPS and NA of our Group.
(c) Acquisition
Our Company had entered into a conditional SPA dated 12 September 2022 with
our Promoter namely Zafidi Bin Mohamad, to acquire the remaining 40% equity
interest in NTP World Corporation comprising 2,000,000 ordinary shares for a
purchase consideration of RM20,000,000 satisfied wholly by the issuance of
25,000,000 new Shares at an issue price of RM0.80 per Share (“NTP World
Corporation SSA”).
(i) streamline the equity ownership of our Group by having NTP World
Corporation as a wholly-owned subsidiary of our Company prior to the
Listing in view that Zafidi Bin Mohamad is an existing shareholder of our
Company;
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Registration No.: 200601034211 (753970-X)
(iii) to mitigate the potential conflict of interest situation with Zafidi Bin
Mohamad.
Details of the NTP World Corporation SSA are set out in Section 15.5 of this
Prospectus.
Upon completion of the Acquisition, the resultant issued share capital of our
Company is RM[82,500,000] comprising 792,000,000 Shares where the
shareholding structure of our Company before and after the Acquisition is as
follows:
Notes:
The Acquisition was completed on [●] and NTP World Corporation became a
wholly-owned subsidiary of our Company. Following the completion of the
Acquisition, our issued share capital increased from 767,000,000 Shares to
792,000,000 Shares.
The new Shares issued pursuant to the Acquisition will rank equally in all respect
of our existing Shares, including voting rights and will be entitled to all rights and
dividends and / or other distributions, the entitlement date of which is subsequent
to the date of allotment of the new Shares arising from the Acquisition. For the
avoidance of doubt, the new Shares issued pursuant to the Acquisition are not
entitled to the Bonus Issue of Shares and Bonus Issue of ICPS.
(ii) IPO
Upon completion of the Pre-IPO Exercise, we will undertake the IPO, the details of which
are set out in Section 4 of this Prospectus.
Upon completion of our IPO, we will seek the admission of our Shares into the Official
List and the listing of and quotation for our enlarged issued share capital on the Main
Market of Bursa Securities.
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6.5.2 The structure of our Group before and after our IPO
The structure of our Group after the completion of the Pre-IPO Exercise and before our IPO is as follows:
Datuk Seri Ng Datuk Lam Lee Chee Seng Zafidi Bin Mohamad
(69.34%) (19 ..99%) (5.96%) (4.71%)
SkyWorld
Development
SkyWorld Vietnam SkyWorld Properties SkyWorld Land SkyWorld Venture Rimba Maju Realiti Medan Srijuta
(100%) (80%)(21 (75%)12 ) (60%)1') (60%)13 ) (60%) 1')
Notes:
(1) The remaining equity interest are held by Kwan Thean Poh (0.005%) and Siti Amirah Binti Yusoff (0.005%), who are not related to our Directors and Promoters.
(2) The remaining equity interest is held by Hijrah Megah Sdn Bhd, a company principally involved in mixed farming and plantation. The shareholders of Hijrah
Megah Sdn Bhd are Tengku Ahmad Fareez Bin Tengku Zulkifly and Tengku Zulkifly Bin Tengku Ahmad, who are not related to our Directors and Promoters.
(3) The remaining equity interest is held by Mohd Nor Bin Othman, who is not related to our Directors and Promoters.
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Registration No.: 200601034211 (753970-X)
The structure of our Group after our IPO and before the conversion of the ICPS is as follows:
Datuk Seri Ng Datuk Lam Lee Chee Seng Malaysian publ ic and El igi ble Persons
Zafidi Bin Mohamad
(41.48%) (10.07%) (4.72%) selected investors (2.50%)
(3.73%)
(37.50%)
SkyWorld
Development
Notes:
(1) The remaining equity interest are held by Kwan Thean Poh (0.005%) and Siti Amirah Binti Yusoff (0.005%), who are not related to our Directors and Promoters.
(2) The remaining equity interest is held by Hijrah Megah Sdn Bhd, a company principally involved in mixed farming and plantation. The shareholders of Hijrah
Megah Sdn Bhd are Tengku Ahmad Fareez Bin Tengku Zulkifly and Tengku Zulkifly Bin Tengku Ahmad, who are not related to our Directors and Promoters.
(3) The remaining equity interest is held by Mohd Nor Bin Othman, who is not related to our Directors and Promoters.
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The structure of our Group after our IPO and conversion of the ICPS is as follows:
SkyWorld
Development
Notes:
(1) The remaining equity interest are held by Kwan Thean Poh (0.005%) and Siti Amirah Binti Yusoff (0.005%), who are not related to our Directors and Promoters.
(2) The remaining equity interest is held by Hijrah Megah Sdn Bhd, a company principally involved in mixed farming and plantation. The shareholders of Hijrah
Megah Sdn Bhd are Tengku Ahmad Fareez Bin Tengku Zulkifly and Tengku Zulkifly Bin Tengku Ahmad, who are not related to our Directors and Promoters.
(3) The remaining equity interest is held by Mohd Nor Bin Othman, who is not related to our Directors and Promoters.
The details of our Subsidiaries are set out in Section 6.4 of this Prospectus.
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Save as disclosed below, there was no other material capital expenditures incurred by our group
during the Financial Years Under Review and up to the LPD:
Between 1
April 2022 and
FYE 2020 FYE 2021 FYE 2022 up to the LPD
Description (RM’000) (RM’000) (RM’000) (RM’000)
(1) 6,650
Building - - -
Notes:
(1) Relates to the purchase of new Block D office building located in Excella Business Park, Ampang
in FYE 2022. Further details of the office block are set out in Section 7.21 of this Prospectus.
(2) Relates mainly to the purchase of computer software and / or subscriptions of licences for our day-
to-day operations such as AutoCAD, REVIT, SketchUp, Niu Ace and SnagR, Microsoft Project. In
addition, the capital expenditure for FYE 2022 were mainly for the development of additional
module namely Solution Plus (Solution+) as well as development of online interactive website
namely SkyCraft where both were capitalised in FYE 2022.
(3) Relates mainly to the purchase of furniture and fittings for the meeting room in the new Block D
office building located in Excella Business Park, Ampang.
(4) Relates mainly to the purchase of office equipment including network equipment, data cloud
storage facility, laptops, monitors, projector and drone
(5) Relates to the renovation works for our sales gallery in Setapak in FYE 2020 and FYE 2021. For
FYE 2022 and up to the LPD, renovation works relates mainly to the new Block D office building
located in Excella Business Park, Ampang.
(6) Relates mainly to the purchase of carpark management system including boom gates.
(7) Relates mainly to the preliminary works for our built-to-rent development, namely SkyBlox. Further
details of our build-to-rent development are set out in Section 7.7 of this Prospectus.
Our material capital expenditure was primarily funded via a combination of bank borrowings and
internally generated funds.
We do not have any material capital divestitures during the Financial Years Under Review and
as at the LPD.
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7. BUSINESS OVERVIEW
Our Company was incorporated in Malaysia under the CA 1965 as a private limited company
on 22 November 2006 and is deemed registered under the Act, under the name of Varsity
Networks Sdn Bhd, which was subsequently changed to NTP World Development Sdn Bhd on
6 February 2008. On 5 December 2014, our Company’s name changed to SkyWorld
Development Sdn Bhd. We subsequently converted to a public limited company on 20
September 2022 and assumed our present name of SkyWorld Development Berhad. Our
present principal activity is in investment holding, provision of management services to our
Subsidiaries and property development.
The history of our Group can be traced back to November 2006 with the incorporation of Varsity
Networks as a private limited company by Datuk Seri Ng, our founder and Non-Independent
Executive Chairman who initially held 50.00% equity interest and the remaining 50.00% was
held by a third-party who later disposed all his equity interests after various restructuring to
Datuk Seri Ng.
Since incorporation, Varsity Networks remained as a dormant company and changed its name
to NTP World Development in February 2008. The company commenced operations in the
general trading and contracting activities in February 2009. Our company acquired 60.00% of
NTP World Corporation in May 2011. Subsequently in April 2014, our Subsidiary, NTP World
Corporation secured 2 plots of land through the Land Swap Agreement. In October 2014, NTP
World Development launched Ascenda Residences, its maiden development. Thereafter in
December 2014, NTP World Development changed its name to SkyWorld Development.
In October 2008, Datuk Lam joined our Group as Executive Director and subsequently became
a 15.00% shareholder of our Company in November 2008. Later in January 2015, he was
designated as the Deputy Group Managing Director and re-designated as Executive Director in
January 2022.
In February 2013, Lee Chee Seng joined our Group as Chief Product Officer. He was re-
designated as the Chief Operating Officer in January 2015 and was appointed to our Board as
Executive Director on 1 April 2016 before he assumed the role of Deputy Chief Executive Officer
in January 2021. He was subsequently promoted to Chief Executive Officer in January 2022, a
position he currently holds.
In December 2014, the shareholders of our Company were Datuk Seri Ng (who held 77.00%
equity interest), Datuk Lam (who held 22.00% equity interest) and Zafidi Bin Mohamad (who
held the remaining 1.00% equity interest). In January 2018, Datuk Seri Ng and Datuk Lam
transferred 4.80% and 1.35% equity interest respectively to Lee Chee Seng who subsequently
held a collective 6.15% equity interest. After various restructuring, the shareholders of our
Company and their respective equity interests as at the LPD are Datuk Seri Ng (71.60%), Datuk
Lam (20.65%), Lee Chee Seng (6.15%) and Zafidi Bin Mohamad (1.60%).
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The table below sets out the key events and milestones in the history and development of our
business:
2014 • Our Subsidiary, NTP World Corporation entered into the Land Swap Agreement for the
acquisition of 2 plots of land with total land areas of 30.55 acres where we design and
build a sports complex namely the SkyArena Sports Complex in exchange for the said
plots of land in Setapak for a total consideration of RM133.60 million. The SkyArena
Sports Complex was completed in December 2021. Pursuant to this, we have a total
land bank of 30.55 acres for our property development.
2015 • Launched SkyAwani Residences, our first high-rise mixed development comprising
high-rise affordable condominium with shops and office units in Sentul, FT Kuala
Lumpur. The development was completed in June 2018 and is 100% sold as at the
LPD. Our SkyAwani Series of affordable developments are under the Residensi
Wilayah affordable housing scheme introduced by the Government.
• Launched our first high-rise serviced apartments namely SkyLuxe On The Park
Residences in Bukit Jalil, Kuala Lumpur with a GDV of RM409.67 million. The
development was completed in February 2020 which was 100% sold as at the LPD.
• We entered into a Joint Development Agreement (“JDA”) with various private land
owners to acquire 9.97 acres of land in Setapak, FT Kuala Lumpur with a total purchase
consideration of RM161.38 million via our Subsidiary, SkySanctuary Development.
Subsequently in 2017, we received approval from the Federal Territories Land and
Mines Office for the amalgamation of the said land with a premium payment of
RM14.00 million. Pursuant to the amalgamation of land, we have 19.14 acres of land
under our Subsidiary, SkySanctuary Development.
• Our Subsidiary, SkyWorld Capital, established a RM600 million IMTN and RM400
million ICP programme in November 2017 followed by the issuance of RM50 million
IMTN in December 2017 and issuance of ICP totalling RM29.46 million between
January 2018 and July 2018. The IMTN and ICP were fully redeemed in 2018 and the
IMTN and ICP programmes were subsequently retired in July 2020.
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2018 • Launched our SkyWorld Quality Centre in Setapak, FT Kuala Lumpur to showcase our
commitment to QLASSIC, a quality assessment system in construction introduced by
CIDB. The quality centre is designed to educate the general public on the quality of
workmanship of a development. This is in line with our management’s emphasis and
commitment on providing quality property developments to the market.
2019 • Our Subsidiary, SkySierra Development entered into a SPA for the acquisition of 13.61
acres of land in Setiawangsa, FT Kuala Lumpur (“SkySierra Land") from Datuk Bandar
at a total consideration of RM176.51 million comprising RM127.00 million for the land
acquisition and RM49.51 million for the cost of relocation of the sports complex erected
on part of the second parcel of SkySierra Land ("Parcel 2”) (“MSN Sports Complex”).
The relocation works include construction of a new sports complex at Bandar Baru Nilai
(“Nilai Sports Complex”) and relocation of MSN’s equipment from MSN Sports
Complex to Nilai Sports Complex.
Please refer to Section 15.5 of this Prospectus for further details on the SPA pertaining
to the SkySierra Land.
Please refer to Section 7.7.2 of this Prospectus for further details on our planned
development.
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2021 • Launched the SkySanctuary development where the main theme features park and
lakeside living with access to a private 2.92-acre landscaped park in Setapak, FT Kuala
Lumpur. The SkySanctuary development comprises 5 phases where Phase 1 of
SkySanctuary is EdgeWood Residences with a total GDV of RM517.92 million. As at
the LPD, the take-up rate was approximately 76%. The development is expected to be
completed by 2025. The phases 2, 3 and 4 are for our planned apartment development,
while the remaining phase 5 is reserved for future development.
Please refer to Section 7.7.2 of this Prospectus for further details on our planned
development.
2022 • As part of our management’s intention to improve our customer experience while
providing convenience and accessibility to services, we launched an additional module
namely Solution Plus (Solution+) to SW Connects in March 2022. This enhanced
feature is designed to connect SkyWorld home owners with products and services such
as interior design, renovations, furniture, home appliances, telecommunications
subscription services, home movers and other services.
For the Financial Years Under Review and up to the LPD, we have obtained the following
awards and recognitions:
• Winner of the BCI Asia Top 10 Developers 2019 in Malaysia BCI Asia Awards,
BCI Media Group
2020 • The Wow Award – Most Iconic Development category (Public Star Property
Building) for SkyArena Sports Complex in 2020 Awards, Star
Property Sdn Bhd
• All Star Awards – Best Profit Growth category
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• The Edge Property Excellence Awards 2021 under the Merit in The Edge Media
PEPS (1) Value Creation Excellence Award category for the Group
SkyLuxe On The Park Residences
• Silver winner for Multiple Residential (High-rise) category for PAM Awards,
SkyLuxe On The Park Residences Malaysian
Institute of
Architects
• Winner of the BCI Asia Top 10 Developers 2022 in Malaysia BCI Asia Awards,
BCI Media Group
• Winner of Affordable Urban Housing Excellence Award 2022 The Edge Media
for the SkyAwani II Residences Group
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Since the commencement of our property development business in 2014, we have obtained
the following QLASSIC awards:
2021 • High QLASSIC Achievement for the SkyLuxe On The Park CIDB
Residences
2022 • Safety and Health Environment and Quality Day 2022, CIDB
QLASSIC excellence award for the MSN Sports Complex
Since the commencement of our property development business in 2014, we have obtained
the following QLASSIC, SHASSIC and CONQUAS certification scores:
Notes:
(1) Based on publicly available information from CIDB, the overall average QLASSIC score for 2017,
2018, 2019, and 2020 was 72%, 73%, 69% and 71% respectively.
(2) The SHASSIC star rating system is based on the CIS 10:2008 standard which was introduced by
CIDB in 2008 where 39% and less = 1 star; 40% to 54% = 2 stars; 55% to 69% = 3 stars; 70% to
84% = 4 stars; 85% to 100% = 5 stars.
(3) The SHASSIC star rating system is based on the CIS 10:2020 standard which was effective from 4
January 2021 where 49% and less = certificate of participation; 50% to 59.9% = 1 star; 60% to 69.9%
= 2 stars; 70% to 79.9% = 3 stars; 80% to 89.9% = 4 stars; 90% to 100% = 5 stars.
(4) The design and build of the SkyArena Sports Complex pursuant to the Land Swap Agreement.
(5) This was part of the relocation works for the acquisition of SkySierra Land.
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The Green Building Index (GBI) is an environmental rating system for buildings developed by
the Malaysia Institute of Architects and the Association of Consulting Engineers Malaysia. The
criteria evaluated under the GBI include energy efficiency, indoor environment quality,
sustainable site planning and management, materials and resources, water efficiency and
innovation.
Since the commencement of our property development business in 2014, our developments
that were awarded with GBI Certification are as follows:
2021 SkyLuxe On The Park Residences Completion and verification assessment (2)
Notes:
(1) The application for GBI Design Assessment is submitted when all the key criteria of the design
are finalised
(2) The application for GBI Completion and Verification Assessment is submitted within 12 months
after the completion of the building or when the building becomes 50.00% occupied.
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Notes:
(1) For the Financial Years Under Review, revenue from property development accounted for
95.52% (RM500.36 million), 99.88% (RM488.20 million) and 99.99% (RM790.37 million) for FYE
2020, FYE 2021 and FYE 2022 respectively.
(2) Other activities namely management services and construction accounted for 4.49% (RM23.50
million), 0.12% (RM0.60 million) and 0.01% (RM0.07 million) for FYE 2020, FYE 2021 and FYE
2022 respectively.
(3) Financial institution refers to Maybank Islamic Berhad where the properties were sold under the
Rent To Own financing scheme under the HouzKEY 2.0 programme.
Property development
We are an urban property developer focusing on the development of high-rise residential and
commercial as well as affordable properties. For the Financial Years Under review, all our
property developments are in FT Kuala Lumpur.
Since the commencement of our property development operations in 2014 and up to the LPD,
we have completed 7 developments with a total GDV of RM3.05 billion on 23.78 acres of land
comprising:
As at the LPD, we have 5 on-going developments with a total GDV of RM2.28 billion on 14.98
acres of land comprising:
For further details of our completed and on-going projects, please refer to Sections 7.4.2 and
7.4.3 of this Prospectus.
The price range of our residential developments are targeted at more than RM300,000 segment
while our affordable residential units under our SkyAwani Series are priced at RM300,000. This
is to meet the varying needs and requirements of our customers. Our SkyAwani Series are
developed under the Residensi Wilayah (formerly known as RUMAWIP) affordable housing
scheme introduced by the Government.
For the Financial Years Under Review and up to the LPD, we have completed 5 developments
with a total of 4,552 units of residential, commercial and affordable properties, of which
approximately 97% of these respective units have been sold as at the LPD. As at the LPD, we
have 5 on-going developments with a total of 4,999 units, of which approximately 93% of these
respective units have been sold. For further details on the take-up rate of our completed and
on-going projects, please refer to Section 7.4.4 of this Prospectus.
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As a property developer, we are responsible for all aspects of the property development from
identification of land for development, assessing the feasibility, design conceptualisation,
construction, workmanship quality assurance and up to the sale of the properties. We engage
professionals including architects, land surveyors, town planners, engineering consultants as
well as quantity surveyors to prepare the necessary plans for submission to the local council.
In addition, we engage contractors to carry out the construction of our property development
under our direct project management, subject to our development plans, time schedule and
compliance to regulatory and safety requirements.
As at the LPD, we have a total landbank of 60.10 acres in FT Kuala Lumpur for our planned
developments and future developments. For further information on our business strategies and
future plans, please refer to Section 7.7 of this Prospectus.
Others
(ii) Construction
Our Group is not principally involved in the construction business. In FYE 2020, we
recorded revenue from the design and build of SkyArena Sports Complex in Setapak
pursuant to the Land Swap Agreement.
In March 2022, we launched an additional module, Solution Plus (Solution+) within our
SW Connects mobile application. Solution+ is an e-commerce platform which connects
SkyWorld home owners with third party product and service providers such as interior
design, renovations, furniture, home appliances, telecommunications subscription
services, home movers and other services. We receive commission based on products
and services transacted.
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Revenue segmentation
For the Financial Years Under Review, our revenue segmentation by business activities and
segments are as follows:
Note:
(1) In FYE 2020, our Group has recognised construction revenue amounting to RM21.63 million
pursuant to the Land Swap Agreement. The transaction falls within the scope of MFRS 15
Revenue from contracts with customers and the recognition of revenue as construction revenue
in the consolidated financial statements of our Group are appropriate.
For the Financial Years Under Review, our revenue from property development including
residential, commercial and affordable development accounted for 95.52% (RM500.36 million),
99.88% (RM488.20 million) and 99.99% (RM790.37 million) of our total revenue for FYE 2020,
FYE 2021 and FYE 2022 respectively.
The remainder of our revenue was contributed by others comprising management services and
construction services. Management services accounted for 0.35% (RM1.88 million), 0.12%
(RM0.60 million) and 0.01% (RM0.07 million) of our total revenue for FYE 2020, FYE 2021 and
FYE 2022 respectively. In FYE 2020, there was construction revenue which accounted for
4.13% (RM21.63 million) of our total revenue for FYE 2020 following the completion of
construction of SkyArena Sports Complex pursuant to the Land Swap Agreement.
Principal market
Our principal market is Malaysia and all of our property developments since the commencement
of our property development business up to the LPD are in FT Kuala Lumpur.
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We utilise a direct distribution channel where we sell our properties directly to the customers
who are mainly individuals, financial institution and business entities. For the Financial Years
Under Review, our customers can be broadly categorised as follows:
(i) individuals: Our customers are mainly individuals who purchase the property as their
place of residence or as an investment mainly to obtain rental income and / or capital
gains appreciation.
(ii) financial institution: Our customers also include financial institutions namely Maybank
Islamic Berhad under the Rent-To-Own (RTO) financing scheme for the HouzKEY 2.0
programme.
(iii) business entities: A small proportion of our revenue were from business entities mainly
for the purchase of commercial properties from our mixed developments.
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Overview
For the Financial Years Under Review and up to the LPD, our completed and on-going
developments by location within FT Kuala Lumpur are depicted as follows:
Note:
(1) GDV refers to the estimated sales value of the properties within a development project. GDV
comprises total value of units sold based on SPA price and total value of unsold units based on
listing price.
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For the Financial Years Under Review, our revenue for property development by type of
properties is as below:
Residential and
commercial
developments
Residential 118,308 22.59 82,265 16.84 241,394 30.54
developments
Apartment 118,308 22.59 78,224 16.01 214,543 27.14
Condominium - - 4,041 0.83 26,851 3.40
Commercial 207,575 39.62 75,247 15.39 220,018 27.83
developments
Serviced 207,575 39.62 75,247 15.39 220,018 27.83
apartment
Total 325,883 62.21 157,512 32.23 461,412 58.37
Affordable
developments
Residential 103,278 19.72 329,532 67.42 304,122 38.48
developments
Apartment 10,760 2.06 111,795 22.87 154,338 19.53
Condominium 92,518 17.66 217,737 44.55 149,784 18.95
Commercial 71,196 13.59 1,156 0.23 24,835 3.14
developments
Mixed 71,196 13.59 1,156 0.23 24,835 3.14
development
Total 174,474 33.31 330,688 67.65 328,957 41.62
Property
development
revenue 500,357 95.52 488,200 99.88 790,369 99.99
Note:
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SkyAwani III Residences is part of our SkyAwani Series of affordable homes which
comprises 3 blocks of 52-storey condominium with a total of 1,905 units in Setapak, FT
Kuala Lumpur. The development’s main features include, among others, swimming pools,
lounge, playground, basketball court and garden. It is also equipped with a SkyBridge at
level 52 which is recognised as Malaysia’s Highest Residential SkyBridge by the Malaysia
Book of Records in 2022. SkyBridge connects 3 blocks of condominium with a viewing
deck and jogging path that offers a panoramic view of the Kuala Lumpur city. SkyAwani
III Residences was launched in February 2018 and completed in April 2022.
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Since the commencement of our property development operations in 2014 and up to the LPD, our completed property developments are as follows:
4. G
D
Land size No. of No. of units Take-up V
(1) GDV (2) APDL (3) CCC
(acre) / Type of units sold as at rate as at
Development name and location land title property developed LPD LPD (%) (RM’000) date date
(1) GDV refers to the estimated sales value of the properties within a development project. GDV comprises total value of units sold based on SPA price and total
value of unsold units based on listing price.
(2) The date of the first APDL of the development.
(3) The issuance date of CCC of the development.
(4) Including 1 unit with a GDV of RM0.53 million as contra payment for the acquisition of the land in Setapak, Kuala Lumpur (“SkySanctuary Land”).
(5) Including 1 unit with a GDV of RM0.57 million as contra payment for the acquisition of SkySanctuary Land.
(6) Including 1 unit with a GDV of RM0.62 million as contra payment for the acquisition of land in Sentul, FT Kuala Lumpur (“SkyAwani 5 Land”).
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(7) Including 8 units of contra sales and 87 units of payment in kind comprising:
- 8 units with a total GDV of RM6.67 million attributed to the contra payment against the outstanding payables to Zalam Corporation Sdn Bhd pursuant
to the tripartite settlement agreement in FYE 2021. Further details of the tripartite settlement agreement are set out in Section 15.5 of this Prospectus.
- 77 units with a total GDV of RM51.58 million attributed to payment in kind to 77 landowners for the acquisition of SkySanctuary Land pursuant to the
JDA agreement in 2016.
- 10 units with a total GDV of RM8.10 million attributed to payment in kind to the landowner as part settlement for the acquisition of SkyAwani 5 Land.
(8) SkyAwani Residences development include 1,226 apartment units, 32 office units and 28 shop units.
(9) Including 1 unit with a GDV of RM0.80 million as contra payment for the acquisition of SkySanctuary Land.
(10) SkyAwani II Residences development include 708 condominium units, 82 office units and 20 shop units.
(11) Including 1 unit with a total GDV of RM0.30 million as contra payment for the acquisition of SkySanctuary Land.
For the Financial Years Under Review and up to the LPD, our on-going property developments are as follows:
5. G
D
Land size No. of No. of units Take-up rate V
(1) GDV (2) APDL (3) Expected
Development name and (acre) / land Type of units sold as at as at LPD
location title property developed LPD (%) (RM’000) date CCC date
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Notes:
(1) GDV refers to the estimated sales value of the properties within a development project. GDV comprises total value of units sold based on SPA price and total
value of unsold units based on listing price.
(2) The date of the first APDL of the development.
(3) Expected CCC date is based on planning.
(4) Including 3 units with a total GDV of RM1.62 million as contra payment for the acquisition of SkySanctuary Land.
7.4.4 Summary of take-up rate for our completed and on-going developments
For the Financial Years Under Review and up to the LPD, our total completed and on-going developments, number of units sold and percentage of
take-up rate are set out below:
Notes:
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- 77 units with a total GDV of RM51.58 million attributed to payment in kind to 77 landowners for the acquisition of SkySanctuary Land pursuant to the JDA
agreement in 2016.
- 10 units with a total GDV of RM 8.10 million attributed to payment in kind to the landowner as part settlement for the acquisition of SkyAwani 5 Land.
For the Financial Years Under Review and up to the LPD, we have completed 5 developments with a total of 4,552 units of residential, commercial and
affordable properties, of which approximately 97% of these respective units have been sold as at the LPD. The details are as follows:
(i) within residential and commercial development segment, we have completed 3 developments with a total of 1,837 units, of which approximately
96% of these respective units have been sold as at the LPD; and
(ii) within affordable development segment, we have completed 2 developments with a total of 2,715 units, of which approximately 98% of these
respective units have been sold as at the LPD.
As at the LPD, we have 5 on-going developments with a total of 4,999 units, of which approximately 93% of these respective units have been sold. The
details are as follows:
(i) within residential and commercial development segment, we have 3 on-going developments with a total of 2,602 units, of which approximately
87% of these respective units have been sold as at the LPD; and
(ii) within affordable development segment, we have 2 on-going developments with a total of 2,397 units, of which approximately 99% of these
respective units have been sold as at the LPD.
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Our land bank is mainly acquired either through outright purchase from land owners or through
land exchange arrangement with the local government. This is generally based on the following
approaches:
(ii) we acquire land through a land exchange arrangement. Under the land exchange
arrangement, we may construct government facilities using our own financial resources
in exchange for the agreed land. Some of our obligations under the land exchange
arrangement includes design guarantee bond, maintenance bond, performance bond
and defect liability period.
For the sales of property development in progress, the collection is based on progress billings
where we typically bill our customers based on phases as set out below:
Upon the signing of the SPA, we will collect 10.00% of the total property price from the
customer.
During the construction phase, our billings to the customer are based on the completion
of the various construction stages of the property.
A certificate of the stage completion will be issued by the architect which will allow us
to bill the customer between 2.50% and 15.00% of the purchase price upon the
completion of each of the construction stages. Upon the completion of the various
construction stages, our billings to customer will collectively amount to 75.00% of the
purchase price of the property.
We will bill the customer the remaining 25.00% of the property’s purchase price upon
delivery of the vacant possession to the customer.
Generally, our customers will use the loan that is secured from the financial institution to finance
the purchase of the property. As such, the collections are typically collected from the financial
institution based on progress billing issued to customers.
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For the sales of completed properties, we will collect 10.00% of the total property price from the
customer upon the signing of SPA. Similarly, our customers will typically use the loan that is
secured from the financial institution to finance the purchase of the property. As such, the
remaining outstanding amount will be collected from the financial institution within the period
stipulated in the SPA. Upon the completion of settlement, the completed property will be handed
over to the customer.
The sales of our properties are based on SPAs where some of the terms stipulated in
the agreement are as follows:
Our Group will be liable for LAD claims in the event of any delays in the delivery
of vacant possession of the said property based on the agreed schedule
stipulated in the SPA. The purchaser may claim LAD for each day of the delay
based on a predetermined rate of 10% per annum of the purchase price of the
property.
For the Financial Years Under Review and up to the LPD, there were no
material LAD payments to our customers for delay in the delivery of vacant
possession.
Our Group will be liable for any LAD claims in the event of any delays in the
completion of common facilities stipulated in the agreement. The purchaser
may claim LAD for each day of the delay based on a predetermined rate of
10% per annum of the last 20% of the purchase price.
For the Financial Years Under Review and up to the LPD, there were no LAD
payments to our customers for the delay in completion of the common facilities.
Our Group is responsible for the rectification of defects during the DLP, which
ranges between 12 months and 24 months from the date of vacant possession
depending on the property development as follows:
- for the developments in progress, the DLP is 24 months from the date
of vacant possession as stipulated in the SPA agreement; and
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For the Financial Years Under Review and up to the LPD, we have not
experienced any DLP claims by customers for our property developments.
Our competitive strengths are important in sustaining our business and providing our Group
with future growth opportunities.
7.6.1 We have a proven track record in property development supported by the completion of
7 developments in FT Kuala Lumpur
Since the commencement of our business in 2014, we have a proven track record of 8 years in
property development and this is supported by the completion of 7 property developments
including residential, commercial and affordable properties with a total GDV of RM3.05 billion.
In addition, we have 5 on-going property developments with a total GDV of RM2.28 billion and
these include SkySierra Residences (The Valley), EdgeWood Residences, SkyVogue
Residence, SkyAwani IV Residences and SkyAwani V Residences which are expected to be
progressively completed between 2023 and 2025. As at the LPD, the take-up rate of SkySierra
Residences (The Valley), EdgeWood Residences, SkyVogue Residences, SkyAwani IV
Residences and SkyAwani V Residences were approximately 94%, 76%, 95%, 99% and 99%
respectively. For further details of the take-up of our completed and on-going developments,
please refer to Sections 7.4.2 and 7.4.3 of this Prospectus.
The take-up rate of our completed developments demonstrates the market acceptance of our
property developments. More importantly, it indicates that our property developments are able
to meet the needs and requirements of our customers. As at the LPD, we have a total sold and
unbilled GDV of RM1.01 billion which will be recognised progressively between FYE 2023 and
FYE 2026.
7.6.2 We place emphasis on the quality of our property developments and this is supported
by our quality certifications from CIDB
As a property developer, we place significant emphasis and commitment on the quality of our
property development and this is demonstrated by the quality certifications from CIDB.
The quality of our property development was assessed using QLASSIC, a system introduced
by CIDB to measure and evaluate the quality of workmanship of building construction work
based on the Construction Industry Standard. QLASSIC serves as a benchmark for the quality
of construction against industry standards based on a scoring system.
Since the commencement of our property development operations in 2014 and up to the LPD,
all of our completed property developments were assessed by the CIDB based on the QLASSIC
system. We achieved QLASSIC scores ranging between 76% and 85% for 7 of our property
developments and 2 sports complexes as set out below:
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Our QLASSIC scores exceeded the overall average scores for the industry which ranges
between 69% and 73%* between 2017 and 2020 (Source: *CIDB). Out of the 9 QLASSIC
scores, 4 of these scores exceeded 80%. We also received awards from CIDB for QLASSIC
Special Appreciation Government Project for SkyAwani Residences in 2019 and High QLASSIC
achievement for SkyLuxe On The Park Residences in 2021.
In addition to QLASSIC, we have obtained numerous awards for our developments for the
Financial Years Under Review. For further information on our awards and recognitions, please
refer to Section 7.2 of this Prospectus.
In 2018, we launched SkyWorld Quality Centre in Setapak, FT Kuala Lumpur which comprises
a training centre, a mini auditorium and comprehensive show units to educate and train our
personnel, contractors, consultants as well as the public on the assessment of workmanship
quality using QLASSIC assessment system as the industry standard.
Our achievements and recognitions in quality further reinforces the importance we place on the
workmanship of our developments to our existing and potential customers.
7.6.3 We have on-going and future planned property developments at strategic locations
As an urban property developer, our on-going and planned developments are strategically
located within FT Kuala Lumpur. As at the LPD, we have on-going property developments in
Taman Desa (SkyVogue Residences), Setiawangsa (SkySierra Residences (The Valley)),
Setapak (EdgeWood Residences and SkyAwani IV Residences) and Sentul (SkyAwani V
Residences). Some of the key parameters in our selection of potential developments include
the following:
(i) located within a developed township with access to among others, educational,
healthcare, commercial, retail and leisure facilities;
(ii) access to major highways and should be within 5km to 8km to the KL city centre; and
The strategic locations of our properties are one of the components in facilitating the take-up
rate of our developments.
7.6.4 We have a sizeable land bank to sustain our property development business
Since commencement and up to the LPD, we have developed 38.76 acres of land (comprising
land used for completed and on-going developments). As at the LPD, we have a total land bank
of approximately 60.10 acres in various locations including Setapak, Setiawangsa, Bukit Jalil,
Taman Desa and Cheras which are reserved for future developments. All of which are our own
land bank.
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As at the LPD, our land bank which is segmented by location is set out in the table below:
Total 60.10
Notes:
(1) Including 12.86 acres acquired through the Land Swap Agreement.
(2) The acquisition of land pursuant to the SPA in respect of the SkySierra Land is still pending
transfer to our Group upon settlement of the balance purchase price and the payment expected
to be made by November 2022.
The available land bank will be utilised for planned development as well as future developments
which will continue to provide business and growth opportunities for our Group. Out of the 60.10
acres of land, we have allocated approximately 41.61 acres of land for our planned
developments. We expect the approved planned developments on our existing land bank will
provide us with property development opportunities up until 2026. For further details on our
planned developments, please refer to Section 7.7.2 of this Prospectus.
7.6.5 We have experienced executive officers and key senior management to lead and manage
the business operations
We have experienced executive officers and key senior management to manage our business
operations led by our founder and Non-Independent Executive Chairman, Datuk Seri Ng who
brings with him 8 years of experience in property development. As the founder, Datuk Seri Ng
has contributed significantly to the growth and development where he is responsible for the
formulation of business strategies as well as the setting of the business directions of our Group.
He is supported by our Non-Independent Executive Director, Datuk Lam who is responsible for
implementing business strategies and directing business development of our Group and our
Non-Independent Executive Director and Chief Executive Officer, Lee Chee Seng who is
responsible for overseeing and managing the day-to-day operations of the business.
Our executive officers are supported by our key senior management team which consists of the
following:
- Low Weng Cheong, our Head of Finance has approximately 25 years in finance
matters, is responsible for overseeing the overall finance functions including
accounting, taxation and cash management.
- Tan Lea Chin, our Head of Sales, has 26 years of experience in the property
development industry, is responsible for planning, formulation and implementation of
sales strategies, processes and policies as well as overseeing the sales operation.
- Ng Hong Haw, our Head of Business Venture, has 16 years of experience in the
property development industry, is responsible for the evaluation of new business
ventures, managing the Asset Under Management business model and the generation
of income for unutilised land and assets.
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The leadership of our experienced executive officers together with the support of our key senior
management team will provide us with the platform for continuing business expansion.
7.6.6 We placed significant emphasis on customer service with the objective of enhancing our
customer’s experience and develop customer loyalty
As part of our intention to enhance our customer’s experience and develop customer loyalty,
we provide value-added services such as the SW Connects mobile application to SkyWorld
home owners with features including site progress updates, reservation of common facilities
and monthly financial record keeping, and customer service. In addition, the SW Connects
mobile application added a module called Solution Plus (Solution+) which connects SkyWorld
home owners with suppliers of products and services such as interior design, renovations,
furniture, home appliances, telecommunications subscription services, home movers and other
services. This is part of our portfolio of customer service to provide convenience and ease of
accessibility to services which are usually required by home owners.
Upon the completion and vacant possession of our developments, we will also provide
personalised service in arranging for an exclusive introductory tour of the development to the
new home owners. This also enables us to obtain any feedback directly from our customers as
part of our continuous improvement process.
Our overall strategy is to leverage on our strengths as an urban property developer with a view
of expanding our business. A summary of our strategies and plans are set out below:
As at the LPD, we have a total landbank of approximately 60.10 acres in FT Kuala Lumpur, out
of which 41.61 acres are for our planned developments and 18.49 acres are reserved for our
future developments. For further details on our land bank, please refer to Section 7.6.4 of this
Prospectus.
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As part of our strategies and plans, we plan to continue to focus on urban property development
by replenishing our land bank with suitable land in Klang Valley including FT Kuala Lumpur and
the state of Selangor. In this respect, we plan to set aside RM[●] million from the IPO proceeds
for our potential land acquisitions in Klang Valley. In the event of any shortfall in the amount
that we require for the potential land acquisitions, the balance will be funded using internally
generated funds and / or bank borrowings. Please refer to Section 4.8 of this Prospectus for
further details on the use of proceeds.
As part of our strategies and plans, we plan to increase our GDV by launching 11 planned
developments in FT Kuala Lumpur. This will provide us with an incremental estimated GDV of
RM4.61 billion. The details of our planned developments in FT Kuala Lumpur by location are
set out below:
Note:
(1) As at the LPD, we have obtained approved development orders for the above planned
developments.
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We have allocated approximately 41.61 acres of our own land for the 11 planned developments
which are expected to be launched progressively between first half (1 st half) of 2023 and 2026.
The details of our planned developments are set out below:
Expected
timing of
Estimated launch
Approximate total Estimated (by
Planned Location of Types of land size planned GDV calender
developments (1) development development (acres) units RM billion year)
Curvo Residences Setapak Apartment 4.44 830 0.53 1st half of
2023
Notes:
(1) The proposed new developments that have obtained approved development order. The listing of
planned development is based on expected timing of launch.
(3) This refers to multi-storey landed residential property with strata title.
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The artist impressions (1) of some of our planned developments are as below:
Notes:
(1) The above artist impression is for indicative purposes only and may be subject to changes.
(2) As at the LPD, Curvo Residences and Vesta Residences have obtained building plan approvals.
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The estimated GDC (excluding land cost) for our planned developments is approximately
RM2.59 billion which will be funded by a combination of internally generated funds / borrowings
and IPO proceeds. The details are set out below:
Notes:
(1) The proposed new developments that have obtained approved development orders.
(2) Other funding through bank borrowings or debt financings. We intend to establish a rated ICP
and IMTN programme of RM300 million for a tenure of 7 years. The proposed ICP and IMTN
programme will be used to fund the business expansion including the planned geographical
expansion in Vietnam by 2023 and the planned developments in Malaysia between 2024 and
2026. The said programme is to be submitted and lodged with the SC by end of November 2022.
Please refer to Section 7.23.2 of this Prospectus for further details on the proposed establishment
of ICP and IMTN programme.
As at the LPD, we have yet to determine the amount to be issued under the ICP and IMTN
programme in view that the profit rates of the ICP and IMTN programme is subject to credit rating,
whereby a high credit rating will enable us to obtain a profit rate that is favourable to us.
We intend to leverage from our core competency in property development to expand into
development of build-to-rent properties where we will develop and lease the properties with the
aim of generating recurrent income.
Part of our plans is to allocate a total of 6.88 acres of land for the development of build-to-rent
properties for two types of special purpose-built commercial buildings as follows:
We will be funding the two build-to-rent developments and we will engage third party contractors
to carry out the construction. As at the LPD, we have a team of 4 personnel under the asset
management department to manage and coordinate the leasing and building management
operations.
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We plan to allocate approximately 4.15 acres of land for the development of “Sama
Square” which will be located in Setapak, FT Kuala Lumpur. In April 2022, we obtained
the approval for the development of “Sama Square” and pending building plan approval
as at the LPD. The proposed development comprises a total of 44 units of retail lots
and a commercial space with a total lettable area of 55,646 square feet.
(ii) “SkyBlox”
We plan to allocate approximately 2.73 acres of land for the “SkyBlox” development for
the build-to-rent operating model and the proposed development will be located in
Setapak, FT Kuala Lumpur. The development of co-living property is designed to offer
individual dwellings with common facilities such as common kitchen, utility space,
lounge area and common work area for residents to use. In July 2022, we obtained
approval for the development of “SkyBlox” under the category of temporary community
hostel and pending approval of the building plan as at the LPD.
The proposed development has a total of 128 units comprising a total of 320 lettable
rooms for rent. Each unit will be equipped with bed, table and chair, wardrobe, air-
conditioner, mini-refrigerator, kitchenette, toilet, water heater as well as smart electric
metre.
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The estimated cost for the development of build-to-rent properties is RM37.81 million which will
be funded by a combination of internally generated funds and borrowings. The details are set
out below:
37,807
Notes:
(1) Include design and build cost mainly building construction cost.
(2) Including design and build cost mainly building construction and interior fit-out cost.
Note:
(1) We intend to establish a rated ICP and IMTN programme of RM300 million for a tenure of 7
years. The proposed ICP and IMTN will be used to fund the business expansion including the
planned geographical expansion in Vietnam by 2023 and the planned developments in Malaysia
between 2024 and 2026. The said programme is to be submitted and lodged with the SC by end
of November 2022. Please refer to Section 7.23.2 of this Prospectus for further details on the
proposed establishment of the ICP and IMTN programme. As at the LPD, we have yet to
determine the amount to be issued under the ICP and IMTN programme in view that the profit
rates of the ICP and IMTN programme is subject to credit rating, whereby a high credit rating will
enable us to obtain a profit rate that is favourable to us.
For information purpose, as at the LPD, our current future strategies and plans as disclosed
above do not involve acquisition of any companies.
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The general process flow of our property developments is depicted in the diagram below:
The process of property development begins with the identification of potential development
land through public and private sources as well as through government departments. We will
search for potential lands available for development and conduct feasibility study and market
analysis.
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Feasibility study and market analysis are critical in evaluating the economic and financial
viability of the potential development. Some of the key consideration factors for feasibility study
and market analysis include the sustainability of the location, market demand, demographics,
property market conditions, cost of development as well as the potential GDV. The evaluation
also takes into consideration the zoning, title, topography, land boundaries as well as plot ratio
/ density ratio of the land. The plot ratio / density ratio (gross floor area divided by the area of
the plot of land) is a ratio that is determined by the government which indicates the total gross
floor area of a building that is allowed to be constructed on a particular land. As such, the plot
ratio of the land is one of the key elements that determines the GDV of potential development.
We will also identify all the legal requirements and formulate our financing plan which takes into
consideration the cash flow analysis for the acquisition and development of the land.
Land acquisition
Generally, we will consider whether to acquire the identified land through direct negotiation with
the land owner or if the land owner is interested in developing the properties jointly, then the
terms of the joint venture agreement will be negotiated accordingly. If the land is to be acquired,
the proposed development land is then purchased using internally generated funds and / or
bank borrowings. Our Group’s representative solicitors will review the legal requirements for
the purchase of the proposed development land.
At the planning and management stage, we will appoint the architect and other professionals
including town planner, surveyors, civil and structural engineers, mechanical and electrical
engineers, geotechnical consultant, traffic consultant and the environment impact assessment
consultant. Generally, the architect will also be appointed as the principal consultant to
coordinate with the other professionals to develop the design of the buildings including external
design, building plan, floor plan, and gross floor area according to our requirements. The
respective consultants will also prepare the building, structural, infrastructure and engineering
plans as well as other relevant documents for submission to the local council.
In addition, we will provide our input and requirement for the overall design, layout and
architectural aspect of the development to take into consideration the following parameters
during the planning stage:
- promote efficient usable space within the building including maximising on the liveable
space and common areas such as lobby and facilities to create comfort for dwellers in
an urban setting environment;
For product enhancement, our input to the overall design, and specifications of the development
are also based on the outcome of our research and study on some of the key aspects that
would determine the quality of our property developments. In addition, we launched SkyCraft,
an online interactive website designed to obtain preliminary feedback from the market. Some
of the key aspects are as follows:
- design aspects of the property taking into consideration factors such as space
efficiency, ventilation, natural lighting and others;
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- specification of material used in the property such as the selection of tiles, sanitary
ware, door, window and others;
- technology aspects such as smart home system, destination control system for lift,
digital locks and others; and
- green building elements which takes into consideration energy efficiency, indoor
environment quality, sustainable site planning and management, materials and
resources, water efficiency and innovation.
During the planning stage, our project team will also prepare the submission of plans for
approval and applications for licenses and permits to the relevant local authorities before the
commencement of the building construction of the development project. Some of the permits
and approvals that are required from the local authority include the following:
Requirements Descriptions
Development Order Approval Approval to carry out development activity
Building Plan Approval To obtain approval of the building plan which stipulates the full
building details and structural calculations. The building plan
submission includes, among others, architectural design,
engineering design, water supply system design, fire protection
system design and stormwater and drainage design.
Temporary Building Permit A permit for the erection of temporary buildings such as temporary
worker accommodations, site offices, show house and safety
fences.
Earthwork Plan, Road and To obtain approval for the commencement of earthworks and the
Drainage plan approval construction of road and drainage systems.
Special permission to Permission to commence building construction operations.
commence building operations
We will also prepare a detailed project budget and detailed project schedules including detailed
materials, contracting, and procurement schedule.
Upon obtaining the approval of the building plan and drawings, the application for advertising
permit is submitted for approval. Upon receiving the advertising permit, our sales and marketing
team will develop marketing strategies and launch the development to the general public. The
sales and marketing activities will be undertaken by our in-house sales and marketing team as
well the appointed third-party real estate companies. As at the LPD, we have our in-house sales
and marketing team headed by our Head of Sales, Tan Lea Chin who is assisted by 27
personnel. We also engage third-party property agents to assist with the sales of our properties.
Please refer to Section 7.9 of this Prospectus for further details on our sales and marketing
activities.
At this stage, both the building construction as well as the sales and marketing of properties
are carried out concurrently.
Project implementation
We will invite third-party contractors to submit tender for the construction of the property. During
the tender invitation stage, we will brief the contractors on our requirements such as project
timeline and our quality standard. The project will be awarded to contractors based on our
Group’s evaluation criteria and the prices submitted by the contractors against our budget
estimation. The procurement of construction materials will be under the contractor’s
responsibilities and the quotation submitted to us shall take into consideration the procurement
of the materials based on our requirements and specifications.
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Generally, we usually engage 2 main contractors for the construction of our property
developments namely a contractor for substructure works and another contractor for
superstructure works. We will also provide a list of our nominated subcontractors for other
related works such as landscaping, mechanical and electrical installation, security systems,
firefighting systems and utilities installation which will be engaged by our main contractor. All of
the construction works for our property developments are carried out by the appointed third-
party main contractors under our management and supervision.
During the construction phase, our main role is to carry out project management and
supervision to ensure that the progress of construction adhere to our planned schedule as well
as ensure the quality of construction is at a satisfactory level. We have developed a quality
assessment system based on the QLASSIC assessment standard introduced by the CIDB. Our
quality assessment system will serve as a guideline for the third-party contractors in completing
the construction works according to our requirement in terms of quality of workmanship as well
as development timeline.
- SkyWorld Planning and Parameter (SPP) which serves as a guideline for the design
and planning of the development;
- SkyWorld Living Product Practice Guideline (SLPP) which serves as a guideline for
design quality; and
- SkyWorld Quality Index (SQI) which is a quality assessment standard for construction
workmanship.
As part of our commitment on the quality of our properties, we have set up an internal quality
assurance team (also known as project audit team). As at the LPD, our internal quality
assurance team is headed by a Senior Manager, who is assisted by 7 team members. The
Senior Manager and 2 members of our quality assurance team are qualified competent
assessor registered with the CIDB as at the LPD. Our internal quality assurance team is mainly
involved in the quality planning where they will review the quality management plan based on
QLASSIC assessment scoring system as proposed by third party professionals.
During the construction of the project, the contractors are required to regularly report the
progress of construction and our project team will continue to monitor the project cost, progress
of construction and the quality of the construction works through our regular on-site inspection
and monitoring. Progressive billings are then issued to customers in stages according to the
progress claim schedule while the construction is in progress. Similarly, progressive payments
are made to the building contractors, subcontractors, and consultants who are involved in the
development project. Work in progress reports will be issued to management on a regular basis.
Project completion
Upon the completion of the construction of the property, the architect will issue a CCC for the
project. Our procurement department will prepare the final costing and submit it to our accounts
department during the completion stages of the project.
We will then inform purchasers to receive vacant possession of the properties. Other bills
related to property titles and amenities and all outstanding payments are to be finalised and
paid before the release of the property and the issuance of the CCC to purchasers. During the
vacant possession, we will arrange for an exclusive introductory tour of the development to the
customer and hand over the keys and related documents. The customer will also be able to
provide ratings and feedback of their vacant possession experience to our sales and marketing
team.
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We are also liable for the rectification of any defects identified by the customers after the
delivery of vacant possession of the property for a period between 12 months and 24 months
depending on the property development. Subsequent to the completion of the development,
our role as a property developer includes providing management services namely supervising
the operation of the third party property management company.
As at the LPD, we adopt the following sales and marketing approach for our property
developments:
(i) we will continue to advertise on social media for new property launches to create
awareness of our Group’s newly launched properties. In addition, we continue to
promote SkyWorld Group with a view of raising our profile in the market, increase
awareness and build brand loyalty among our customers.
(ii) we will continue to showcase our commitment to the quality of workmanship and
materials in line with the QLASSIC standard by CIDB through our quality centre,
SkyWorld Quality Centre in Setapak. This is part of our strategies in reinforcing our
strengths and association with the development of quality properties.
(iii) we have a referral system where we will provide incentives to our existing customers
for referring our properties to new customers. The existing customers will be entitled
to an introductory incentive once the referred customers signed the SPA. For the
Financial Years Under Review and up to the LPD, approximately 5% or 451 units of
our properties were sold under the referral system.
(iv) develop dynamic pricing strategies for our property developments where the pricing of
the units is based on certain factors, including, among others such as the orientation
or position of the unit, floor level and area as well as the number and location of
designated car parks. Our dynamic pricing strategy allow us to meet the needs and
requirements of our customers.
(v) we will maintain our corporate website and social media platform to showcase our
strengths and capabilities as well as our property developments.
(vi) actively participate in exhibitions or set up our own roadshows to market our property
developments. The exhibitions and roadshows that we have undertaken during the
Financial Years Under Review are as follows:
Marvel
Management
Bumi Expo Nu Sentral
Communication
Sdn Bhd
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Marvel
Bumiputera
Management Mid Valley Exhibition
Property
Communication Centre
Exhibition (BPEX)
Sdn Bhd
Marvel
Bennington
Ekspo Hartanah Management
Avenue K Residences
Bumiputera 2019 Communication
Sdn Bhd
Property
Prinex &
Investment Nu Sentral
Prinmag
Exhibition
Bennington
Residences
SkyLuxe On
Star Property Fair StarProperty Mid Valley Exhibition
The Park
2019 Sdn Bhd Centre
Residences
SkyMeridien
Residences
Bennington
Residences
KLCC SkyMeridien
Star Property StarProperty
Residences
Expo Sdn Bhd
Sunway Velocity
SkySierra
Residences
(The Valley)
SkyAwani III
Residences
SkyAwani IV
Mid Valley Exhibition Residences
Malaysia Property Centre
REHDA
Expo (MAPEX) SkyLuxe On
1 Utama Shopping Centre The Park
Residences
SkyMeridien
Residences
Bennington
Empire Asia
Home & Living Residences
Events
Exhibition PWTC
Marketing Sdn
(HOMELove) SkyMeridien
Bhd
Residences
Sunway Putra
Weekend IT Rocks Sdn SkyMeridien
Property Fair Bhd Residences
Avenue K
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SkySierra
SkyWorld AEON Mall AU2, Avenue
2021 Booth Roadshow Residences
Group K
(The Valley)
As at the LPD, our sales and marketing team is headed by our Head of Sales, Tan Lea Chin
who is assisted by 27 personnel. This is complemented by the appointment of third-party real
estate companies who are also responsible for the sales of our properties. Generally, the third-
party real estate companies are only appointed for a certain period of time and are compensated
on a commission basis. As at the LPD, we have 4 third-party real estate companies for the
marketing and sales of the remaining unsold units of SkyMeridien Residences, Bennington
Residences and SkyAwani II Residences.
Our marketing expenses were RM9.76 million, RM13.06 million and RM10.75 million for FYE
2020, FYE 2021 and FYE 2022 respectively.
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For the Financial Years Under Review, our development and project management cost incurred
are as follows:
Notes:
(1) Include building construction cost, foundation construction costs and infrastructure cost such as
road construction.
(2) Include authority related fees such as fees for development order, building plans, APDL and
other submission documents.
(3) Professional fees comprise fees for the architects, town planners, surveyors, engineers and other
professionals.
(4) Land cost comprises cost of land purchase price and other associated costs including, among
others, land conversion and submission costs, land premium, stamp duties, bank charges and
commission, and other relevant levies.
(5) Comprised mainly funding costs and sales related costs.
Construction cost is the largest cost component, which accounted for 52.24%, 84.44%
and 87.99% of our total development cost for the FYE 2020, FYE 2021 and FYE 2022
respectively. Construction costs include the engagement of contractors to carry out the
construction of our property developments under our management and supervision.
Generally, the contractors are responsible for the construction works as well as the
supply of building materials such as steel and concrete materials which are
commodities that are subject to price fluctuations. Our contracts with contractors are
typically fixed lump sum contracts where the cost of construction is fixed regardless of
building material price fluctuations.
Authority fees are related to the submission of development orders, building plan,
APDL and other submission documents which accounted for 3.65%, 3.70% and 5.51%
of our total development cost for the FYE 2020, FYE 2021 and FYE 2022 respectively;
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Professional fees include fees for the architects, town planners, surveyors, engineers
and other professionals which accounted for 3.13%, 4.05% and 3.05% of our total
development cost for the FYE 2020, FYE 2021 and FYE 2022 respectively;
Land costs include land purchase price and other associated costs including, among
others, land conversion costs, land premium, stamp duties, bank charges and
commission and other relevant levies as well as entitlement to land owners which
accounted for 38.58%, 6.88% and 1.51% of our total development cost incurred for the
FYE 2020, FYE 2021 and FYE 2022 respectively;
Other costs include funding costs and sales related costs which accounted for 2.40%,
0.93% and 1.94% of our total development cost for the FYE 2020, FYE 2021 and FYE
2022 respectively.
As a property developer, the measurement of production output, capacity and utilisation do not
apply to our business operations.
We do not utilise any major equipment in our business operations as we are involved in the
property development business.
We do not employ any special technology in our business operations. However, we rely on the
technologies embedded in the computer software for our day-to-day operations such as
AutoCAD, REVIT, SketchUp, Niu Ace and SnagR, Microsoft Project.
Approximate
built-up area
Company Main function (sq. ft.) Location of facilities
SkyWorld Development Office 35,678 Block B and Block D, Wisma NTP World,
Excella Business Park, Jalan Ampang
Putra, Taman Ampang Hilir, 55100 Kuala
Lumpur
NTP World Corporation Sales gallery and 40,852 Lot 17899, Jalan Ayer Jernih, Mukim
quality centre Setapak, 55100 Kuala Lumpur
SkySierra Development Sales gallery 4,066 Lot 4951, Mukim Hulu Klang, Daerah
Kuala Lumpur, 55100 Kuala Lumpur
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Due to the nature of our Group’s business, we are not involved in any research and
development activities and we have not recognised any research and development expenditure
during the Financial Years Under Review.
We do not experience any material seasonality in our business as the nature of our business
operations are not subject to seasonal fluctuations.
The World Health Organisation declared COVID-19 a pandemic on 11 March 2020. As a result,
we experienced some temporary interruptions to our business operations due to the MCO
imposed by the Government to contain the COVID-19 pandemic as set out below:
As part of the efforts to reduce and control the spread of COVID-19 in the country, the
Government implemented several preventive measures known as the MCO, commencing on
18 March 2020. These measures included restrictions on the movement of people within
Malaysia and internationally, and restrictions on business, economic, cultural and recreational
activities.
In 2020, various MCO including MCO 1, CMCO and RMCO were implemented to
constrain the spread of COVID-19 in Malaysia. Our business operations in the office
premises were temporarily suspended during 18 March 2020 to 3 May 2020 where all
our management and administrative staff worked from home. Following from 4 May
2020 during the CMCO period, we resumed our business operations in our office
premises at full workforce capacity according to the Government guidelines and SOP.
Our contractors’ on-site construction works for our property developments including
SkyMeridien Residences, SkySierra Residences (The Valley), SkyAwani III
Residences and SkyAwani IV Residences were also temporarily suspended between
18 March 2020 and 31 August 2020 depending on the project site. Subsequently, the
on-site construction works for SkyAwani III Residences was temporarily suspended
between 1 September 2020 and 31 December 2020.
We received approval from MITI on 12 June 2021 which allowed our office premises to
operate at 30% workforce capacity according to the Government guidelines and SOP
during the MCO 2 period. On 1 April 2021, we increased our workforce to full capacity
in accordance with Government guidelines and SOP.
Subsequently, on 6 May 2021, MCO 3 was implemented following the increase in the
COVID-19 infection cases in Malaysia. We received approval from MITI on 5 May 2021
for our office premises to continue operations during this period and reduced our
workforce capacity to 30% in accordance with Government guidelines and SOP.
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During the MCO 2, MCO 3 and CMCO period between 13 January 2021 and 31 May
2021, our contractors’ on-site construction activities for our property developments
continued to operate in accordance with Government guidelines and SOP.
We received approval from MITI on 1 June 2021 which allowed our office premises to
operate during the FMCO and NRP Phase 1 period. We were operating at 60%
workforce capacity according to Government guidelines and SOP at that time. As we
achieved the vaccination rate set by the Government, we increased our workforce
capacity to 80% on 16 August 2021 before operating at full capacity from 29 September
2021 onwards and up to the LPD. Between June 2021 and August 2021, we continued
to receive approvals from MITI which allowed us to operate during the NRP Phase 2 to
Phase 4 according to Government guidelines and SOP.
Our contractors’ on-site construction activities for our property developments including
SkyMeridien Residences, SkyVogue Residences, SkySierra Residences (The Valley),
EdgeWood Residences, SkyAwani III Residences, SkyAwani IV Residences and
SkyAwani V Residences were temporarily suspended between 1 June 2021 and 31
October 2021 depending on the project site.
On 1 April 2022, Malaysia began its transition into the endemic phase and we continued
to operate at full workforce capacity according to Government guidelines and SOP.
Between March 2020 and up to the LPD, our additional medical and related costs incurred to
implement precautionary measures to comply with the SOP amounted to RM0.63 million.
Our revenue for our property development operations is based on the percentage of
completion for on-going developments and the transfer of control of the completed
properties for inventory sales. Overall, our revenue for FYE 2021 declined by 6.69%
from RM523.86 million in FYE 2020 to RM488.80 million FYE 2021.
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Our revenue declined by 63.20% in Q1 FYE 2021 mainly due to delays in progress of
construction for our on-going developments as a result of the temporary suspension of
the on-site construction activities for SkyMeridien Residences, SkySierra Residences
(The Valley), SkyAwani III Residences and SkyAwani IV Residences which were
temporarily suspended between 18 March 2020 and 31 August 2020 depending on the
project site. Our revenue recovered to grow by 156.76%, 45.17% and 27.36% in Q2,
Q3 and Q4 FYE 2021 respectively following the gradual resumption of on-site
construction activities for our on-going development as well as the increase in
marketing operations for our completed developments. In addition, we launched the
SkyAwani V Residences and SkyVogue Residences in August 2020 and September
2020 respectively.
Overall, our revenue for FYE 2022 increased by 61.71% to RM790.44 million compared
to RM488.80 million in FYE 2021.
Our revenue declined by 14.57% and 21.29% in Q1 and Q2 FYE 2022, mainly due to
delays in progress of construction for our on-going developments as a result of the
temporary suspension of on-site construction activities for SkyMeridien Residences,
SkyVogue Residences, SkySierra Residences (The Valley), EdgeWood Residences,
SkyAwani III Residences, SkyAwani IV Residences and SkyAwani V Residences
between 1 June 2021 and 31 October 2021 depending on the project site. However,
we continue to have billings based on the work progress done prior to the disruptions
to the on-site construction activities for our property developments as well as the sale
of completed developments. In Q3 2022, our revenue recovered to grow by 99.84%
following the gradual resumption of on-site construction activities for our on-going
developments. Upon the resumption of construction activities at our development sites,
our construction contractor increased their construction activities to make up for the
time loss due to the temporary suspension of construction works. In addition, we
continued to increase our marketing operations for the sales of our completed
developments.
As at 31 March 2022, we have cash and bank balances with licensed banks of RM17.50
million (excluding Housing Development Accounts and fixed deposits placed and
pledged to the bank), outstanding bank borrowings of RM448.02 million and a balance
unutilised credit facilities of RM375.14 million as at the LPD. Our working capital will be
sufficient for our operating expenditure and will sustain our business, after taking into
consideration our cash and bank balances, and banking facilities that are currently
available to our Group.
For the Financial Years Under Review and up to the LPD, there were no material LAD
payments to our customers for delay in delivery of vacant possession and completion
of common facilities. As at the LPD, we have not received any claw-back or reduction
in our banking facility limits granted to us by the financial institutions. We do not expect
any difficulties in meeting our debt repayment obligations during the next 12 months.
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We have not encountered any disruptions on our supply chain as our suppliers are mainly
construction contractors where the procurement of building construction materials are under
their responsibilities.
Our business is not dependent on any single major customers as each of our top 5 customers
accounted for less than 10.00% of our total revenue for the Financial Years Under Review. Our
customers are primarily individuals or companies who generally purchase one or a number of
units of our property developments, this is due to the nature of our business in property
development. The customers also include financial institution, Maybank Islamic Berhad for the
sales of properties under the RTO financing scheme.
Our top 5 major suppliers for FYE 2020, FYE 2021 and FYE 2022 are as follows:
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Notes:
(1) Total development cost incurred for FYE 2020, FYE 2021 and FYE 2022 was RM509.81
million, RM429.85 million and RM499.60 million respectively.
Our Group has not entered into any long-term agreements with our contractors and each
contract is based on a project or development. We were not dependent on any single suppliers
for the Financial Years Under Review as our engagement with our suppliers are based on
projects. In addition, we can source construction services from other suppliers in the market.
As at the LPD, our Group is not materially dependent on commercial contracts, agreement and
other arrangements.
7.18 EMPLOYEES
As at the LPD, we have a total workforce of 199 employees, all of which are Malaysians and
are permanent employees. The breakdown of our employees by department is depicted as
follows:
Number of employees
Category of Employees As at 31 March 2022 As at the LPD
Management 40 44
Technical professionals 2 1
Sales and marketing 41 22
Clerical and administrative 84 86
Site workers / Skilled workers 48 46
Total 215 199
None of our employees are member of any union and there have been no material industrial
disputes pertaining to our employees in the past.
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As at the LPD, we hold the following approvals, major licences and permits for our business operations:
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2. MHLG / APDL for the development 19945-1/07- Issuance Date Developer’s Licence
SkyAwani 5 of 1 block of 31-storey 2022/0463(L) 3 August 2020 1. The developer shall not offer the Interest Complied
Development apartment / condominium and 19945- Capitalisation Scheme package or include the
(615 units) on Lot 201438, 1/07- Validity Period Developer Interest Bearing Scheme or such other
Lot 201437, Mukim 2022/0463(P) 30 July 2020 – similar schemes.
Setapak, District of Wilayah 29 July 2022 (2)
Persekutuan Kuala Lumpur, 2. The developer shall prioritise the selling of housing Complied
State of Wilayah property with a price of RM300,000 and below to
Persekutuan Kuala Lumpur first time home buyers.
known as “SKYAWANI V”
3. The developer must ensure that the surrounding of Complied
the housing development approved in this licence
complies with the conditions set out under Section
11 Destruction of Disease-Bearing Insects Act
1975 and the Guidelines in respect of Control of
Aedes Mosquito Control in Construction Sites.
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3. MHLG / APDL for the development 20093-1/04- Issuance Date Developer’s Licence
SkySanctuary of 1 block of 42-storey 2023/0304(L) 6 April 2021 1. The developer shall not offer the Interest Complied
Development apartment / condominium and 20093- Capitalisation Scheme package or include the
(480 units) and 1 block of 1/04- Validity Period Developer Interest Bearing Scheme or such other
42-storey of apartment / 2023/0304(P) 6 April 2021 – 5 similar schemes.
condominium (480 units) on April 2023 (6)
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4. MHLG / APDL for the development 19313-1/03- Issuance Date Developer’s Licence
SkyMeridien of 1 block of 30-storey 2023/01476(L) 8 March 2022 1. The developer shall not offer the Interest Complied
Development apartment / condominium and 19313- Capitalisation Scheme package or include the
(414 units) and 1 block of 1/03- Validity Period Developer Interest Bearing Scheme or such other
31-storey of apartment / 2023/01476(P) 3 March 2022 – similar schemes.
condominium (366 units) on 2 March 2023 (5)
Lot 17911, Mukim Setapak, 2. The developer shall prioritise the selling of housing Not applicable (4)
District of Wilayah property with a price of RM300,000 and below to
Persekutuan Kuala Lumpur, first time home buyers.
State of Wilayah
Persekutuan Kuala Lumpur 3. The developer must ensure that the surrounding of Complied
known as “SKYMERIDIEN”. the housing development approved in this licence
complies with the conditions set out under Section
11 Destruction of Disease-Bearing Insects Act
1975 and the Guidelines in respect of Control of
Aedes Mosquito Control in Construction Sites.
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5. MHLG / APDL for the development 19980-1/09- Issuance Date Developer’s Licence
SkyVogue of 1 block of 35-storey 2022/0618(L) 21 September 1. The developer shall not offer the Interest Complied
Development apartment / condominium and 19980- 2020 Capitalisation Scheme package or include the
(333 units) on Lot PT50017, 1/09- Developer Interest Bearing Scheme or such other
Mukim Kuala Lumpur, 2022/0618(P) Validity Period similar schemes.
District of Wilayah 18 September
Persekutuan Kuala Lumpur, 2020 – 17 2. The developer shall prioritise the selling of housing Not applicable (4)
State of Wilayah September property with a price of RM300,000 and below to
Persekutuan Kuala Lumpur 2022 (3) first time home buyers.
known as “RESIDENSI
SKYVOGUE”.
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6. MHLG / APDL for the development 19840-1/12- Issuance Date Developer’s Licence
SkySierra of 1 block of 37-storey 2022/03491(L) 10 December 1. The developer shall not offer the Interest Complied
Development apartment / condominium and 19840- 2021 Capitalisation Scheme package or include the
(360 units), 1 block of 49- 1/12- Developer Interest Bearing Scheme or such other
storey apartment / 2022/03491(P) Validity Period similar schemes.
condominium (489 units) 19 December
and 1 block of 43-storey 2021 – 18 2. The developer shall prioritise the selling of housing Not applicable (4)
apartment / condominium December 2022 property with a price of RM300,000 and below to
(6)
(460 units) on Lot PT1283, first time home buyers.
Mukim Kuala Lumpur,
District of Wilayah 3. The developer must ensure that the surrounding of Complied
Persekutuan Kuala Lumpur, the housing development approved in this licence
State of Wilayah complies with the conditions set out under Section
Persekutuan Kuala Lumpur 11 Destruction of Disease-Bearing Insects Act
known as “RESIDENSI 1975 and the Guidelines in respect of Control of
SKYSIERRA”. Aedes Mosquito Control in Construction Sites.
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7. MHLG / APDL for the development 14224-1/01- Issuance Date Developer’s Licence
Bennington of 1 block of 29-storey 2023/01070(L) 21 January 1. The developer shall not offer the Interest Complied
Development apartment / condominium 2022 Capitalisation Scheme package or include the
(296 units) and 1 block of Developer Interest Bearing Scheme or such other
29-storey apartment / similar schemes.
condominium (284 units) on Validity Period
Lot 201666, Mukim 19 January 2. The developer shall prioritise the selling of housing Not applicable (4)
Setapak, District of Wilayah 2022 – 18 property with a price of RM300,000 and below to
Persekutuan Kuala Lumpur, January 2023 (5) first time home buyers.
State of Wilayah
Persekutuan Kuala Lumpur 3. The developer must ensure that the surrounding of Complied
known as “BENNINGTON the housing development approved in this licence
RESIDENCES”. complies with the conditions set out under Section
11 Destruction of Disease-Bearing Insects Act
1975 and the Guidelines in respect of Control of
Aedes Mosquito Control in Construction Sites.
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8. MHLG / APDL for the development 14494-1/01- Issuance Date Developer’s License
SkyLuxe of 1 block of 33-storey 2023/01124(L) 7 February 1. The developer shall not be permitted to offer the Complied
Development apartment / condominium 2022 Interest Capitalisation Scheme package or include
(252 units) and 1 block of the Developer Interest Bearing Scheme.
33-storey apartment / Validity Period
condominium (225 units) on 25 January 2. The developer shall prioritise the selling of housing Complied
Lot 101927, Mukim Petaling, 2022 – 24 property with a price of RM300,000 and below to
District of Wilayah January 2023 (5) first time home buyers.
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Office Management
1. The Company shall not be permitted to transfer the Noted
ownership of the licence without the approval from
the council. All ownership transfers shall go
through the MPAJ and all conditions imposed by
the MPAJ shall be complied.
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Advertisement Board
1. Should the Company fail to pay the approval fee, Noted
the Company would be deemed as displaying the
advertisement board without permission. Strict
actions will be taken by demolishing the
advertisement board without notice.
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10. DBKL / Business Licence for Gallery DBKL.JPPP/0 Validity Period 1. The DBKL shall have the rights to impose Noted
SkyWorld (Code E002) and 1057/03/2022/ 25 March 2022 additional conditions as a business control
Development Advertisement Board KM01 – 24 March measure from time to time as well as take action
(Licensed Premise)* 2023 (8) based on the relevant applicable laws with the
5.10*1.00/1 unit (Code IK01) external departments or agencies related to the
at No 17899, SkyArena, business activities.
Setapak
Jalan Ayer Jerneh Off Jalan 2. The business licence shall be renewed every year, Noted
Genting Klang, 53200 60 days before the expiry of the licence, without
Taman Ayer Panas, Kuala notice from DBKL.
Lumpur
3. Employees of the premises shall comprise of 50% Complied
Malaysian citizens and 50% non-Malaysian
citizens with a valid working permit.
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12. DBKL / Business Licence for Gallery DBKL.JPPP/0 Validity period 1. The DBKL shall have the rights to impose Noted
SkyMeridien (Code E002) at Jalan 1/48A, 1379/03/2022/ 31 March 2022 additional conditions as a business control
Development 51000 Bandar Baru Sentul, KM01 – 30 March measure from time to time as well as take action
Kuala Lumpur 2023 (9) based on the relevant applicable laws with the
external departments or agencies related to the
business activities.
13. DBKL / Signboard Licence for DBKL.JPPP/0 Validity Period 1. The DBKL shall have the rights to impose Noted
SkyMeridien Premise Advertisement 1379/03/2022/ 26 April 2022 – additional conditions as a business control
Development Board 1.00*4.00 (Code KM01 25 April 2023 (9) measure from time to time as well as take action
IK01), Advertisement Board based on the relevant applicable laws with the
5.00*2.00 (Code IK01) and external departments or agencies related to the
Premise Advertisement business activities.
Board 0.08*2.50 (Code
IK01) at Jalan 1/48A,
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14. DBKL / Business Licence for Gallery DBKL.JPPP/0 Validity period 1. The DBKL shall have the rights to impose Noted
SkyVogue (Code E002) at Jalan Jalil 1382/03/2022/ 31 March 2022 additional conditions as a business control
Development Perkasa 4, Jalan Jalil KM01 – 30 March measure from time to time as well as take action
Perkasa 4, 57000 Bukit Jalil, 2023 (10) based on the relevant applicable laws with the
Kuala Lumpur. external departments or agencies related to the
business activities.
15. DBKL / Signboard Licence for DBKL.JPPP/0 Validity Period 1. The DBKL shall have the rights to impose Noted
SkyVogue Premise Advertisement 1382/03/2022/ 26 April 2022 – additional conditions as a business control
Development Board 1.94*5.47 (Code KM01 25 April 2023 (10) measure from time to time as well as take action
IK01) and Premise based on the relevant applicable laws with the
Advertisement Board external departments or agencies related to the
5.50*1.62 (Code IK01) at business activities.
Jalan Jalil Perkasa 4, Bukit
Jalil, 57000 Kuala Lumpur 2. The business licence shall be renewed every year, Noted
60 days before the expiry of the licence, without
notice from DBKL.
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17. DBKL / Signboard Licence for DBKL.JPPP/0 Validity Period 1. The DBKL shall have the rights to impose Noted
SkySierra Premise Advertisement 1381/03/2022/ 26 April 2022 – additional conditions as a business control
Development Board 4.02*1.00 (Code KM01 25 April 2023 (8) measure from time to time as well as take action
IK01), Premise based on the relevant applicable laws with the
Advertisement Board external departments or agencies related to the
4.20*0.80 (Code IK01) and business activities.
Premise Advertisement
Board 4.00*0.40 (Code 2. The business licence shall be renewed every year, Noted
IK01) at Kompleks MSN, 60 days before the expiry of the licence, without
Taman Keramat AU2C, notice from DBKL.
Jalan 37/57, 54200 Kuala
Lumpur 3. Employees of the premises shall comprise of 50% Complied
Malaysian citizens and 50% non-Malaysian
citizens with a valid working permit.
18. DBKL / NTP Signboard Licence for DBKL.JPPP/0 Validity Period 1. The DBKL shall have the rights to impose Noted
World Bridge Advertisement (Code 2266/08/2022/I 10 September additional conditions as a business control
Corporation IK17) 16.00*4.80/Jalan K17 2022 to 9 measure from time to time as well as take action
Lingkaran Tengah 2, Desa September based on the relevant applicable laws with the
Pahlawan, Kuala Lumpur/2 2023 (8) external departments or agencies related to the
Unit business activities.
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Notes:
(1) The application for renewal was submitted on 19 July 2022 and is pending approval. The approval is expected to be obtained by December 2022.
(2) The application for renewal was submitted on 30 May 2022 and is pending approval. The approval is expected to be obtained by December 2022.
(3) The application for renewal was submitted on 20 July 2022 and is pending approval. The approval is expected to be obtained by December 2022.
(4) The selling price of all the condominium units in the respective housing developments exceeds RM300,000.00.
(5) Our Group is not required to renew the APDL as the CCC have been obtained for the respective housing developments as per Regulation 4(1A) of the Housing
Development (Control and Licensing) Regulations 1989.
(6) Our Group will submit the renewal application at least 60 days prior to the expiry date of the respective APDLs.
(7) Our Group will submit the renewal application prior to 31 December 2022 as per the requirements of the respective MPAJ licences.
(8) Our Group will submit the renewal application at least 60 days prior to the expiry date as per the requirements of the respective DBKL licences.
(9) As our Group has vacated the Sentul Sales Gallery (see Section 7.22.1(4) of this Prospectus), our Group will not submit the application for renewal until a right
of use approval is obtained from the land administrator.
(10) As our Group has vacated the Bukit Jalil Sales Gallery (see Section 7.22.1(5) of this Prospectus), our Group will not submit the application for renewal until the
approval in respect of the extension for the development order is obtained from DBKL.
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7.20.1 Trademarks
1. SkyWorld Development / Intellectual Class 37: Real estate development; property Valid /
2014010514 Property development; housing development; building project 18 September 2014 –
Corporation of development; building and construction of real 18 September 2024
Malaysia property; maintenance and repair of buildings;
(“MyIPO”) / building maintenance; advisory services relating to
Malaysia property development; construction planning and
management; all included in class 37.
2. SkyWorld Development / MyIPO / Malaysia Class 37: Real estate development; property Valid /
2014008384 development; housing development; building project 25 July 2014 – 25 July
development; building and construction of real 2024
property; maintenance and repair of buildings;
building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
3. SkyWorld Development / MyIPO / Malaysia Class 37: Real estate development; property Valid /
2017007667 development; housing development; building project 24 July 2017 – 24 July
development; building and construction of real 2027
property; maintenance and repair of buildings;
building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
185
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4. SkyWorld Development / MyIPO / Malaysia Class 36: Real estate affairs; real estate and property Valid /
2019002279 investment, management and financing; leasing of 22 January 2019 – 22
real estate; rental of commercial and or residential January 2029
properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
5. SkyWorld Development / IP Australia / Class 36: Real estate affairs; real estate and property Valid /
1983148 Australia investment, management and financing; leasing of 15 January 2019 – 15
real estate; rental of commercial and or residential January 2029
properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
186
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6. SkyWorld Development / Brunei Intellectual Class 36: Real estate affairs; real estate and property Valid /
50573 Property Office / investment, management and financing; leasing of 27 March 2019 – 27 Mar
Brunei real estate; rental of commercial and or residential 2029
properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
187
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7. SkyWorld Development / Department of Class 36: Real estate affairs; real estate and property Valid /
KH-T-2019-84257 Intellectual investment, management and financing; leasing of 22 February 2019 – 22
Property Rights real estate; rental of commercial and or residential February 2029
Cambodia / properties including offices, shops, flats, apartments,
Cambodia condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
8. SkyWorld Development / Directorate Class 36: Real estate affairs; real estate and property Valid/ 24 September
IDM000845296 General of investment, management and financing; leasing of 2019 – 24 September
Intellectual real estate; rental of commercial and or residential 2029
Property properties including offices, shops, flats, apartments,
(“DGIP”)/ condominiums and or houses; real estate brokers;
Indonesia estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
188
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9. SkyWorld Development / DGIP/ Indonesia Class 37: Real estate development; property Valid/ 24 September
IDM000844179 development; housing development; building project 2019 – 24 September
development; building and construction of real 2029
property; maintenance and repair of buildings;
building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
10. SkyWorld Development / Intellectual Class 36: Real estate affairs; real estate and property Valid /
42019000994 Property Office of investment, management and financing; leasing of 21 April 2019 – 21 April
the Philippines / real estate; rental of commercial and or residential 2029
Philippines properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
189
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11. SkyWorld Development / Department of Class 36: Real estate affairs; real estate and property 6 November 2019 – 6
48125 Intellectual investment, management and financing; leasing of November 2029
Property Laos/ real estate; rental of commercial and or residential
Laos properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
12. SkyWorld Development / Intellectual Class 36: Real estate affairs; real estate and property Valid /
40201918714T Property Office of investment, management and financing; leasing of 28 August 2019 – 28
Singapore real estate; rental of commercial and or residential August 2029
(“IPOS”) / properties including offices, shops, flats, apartments,
Singapore condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
190
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13. SkyWorld Development / IPOS / Singapore Class 37: Real estate development; property Valid /
40201918715S development; housing development; building project 28 August 2019 – 28
development; building and construction of real August 2029
property; maintenance and repair of buildings;
building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
14. SkyWorld Development Department of Class 36: Real estate affairs; real estate and property 29 August 2019 – 28
/211111136 Intellectual investment, management and financing; leasing of August 2029
Property/ Thailand real estate; rental of commercial and or residential
properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
15. SkyWorld Development / Intellectual Class 37: Real estate development; property Valid /
UK00003368590 Property Office of development; housing development; building project 28 June 2019 – 21
the United development; building and construction of real January 2029
Kingdom / United property; maintenance and repair of buildings;
Kingdom building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
191
Registration No.: 200601034211 (753970-X)
16. SkyWorld Development / Intellectual Class 36: Real estate affairs; real estate and property Valid /
UK00003376217 Property Office of investment, management and financing; leasing of 21 June 2019 – 18
the United real estate; rental of commercial and or residential February 2029
Kingdom / United properties including offices, shops, flats, apartments,
Kingdom condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
17. SkyWorld Development / Intellectual Class 36: Real estate affairs; real estate and property Valid /
304800636AA Property investment, management and financing; leasing of 14 January 2019 – 14
Department of the real estate; rental of commercial and or residential January 2029
Government of properties including offices, shops, flats, apartments,
the Hong Kong condominiums and or houses; real estate brokers;
Special estate appraisal; administration and advisory
Administrative services relating to real estate and property; all
Region (“IPD included in class 36.
Hong Kong”) /
Hong Kong
18. SkyWorld Development / IPD Hong Kong / Class 36: Real estate affairs; real estate and property Valid /
304802201AA Hong Kong investment, management and financing; leasing of 15 January 2019 – 15
real estate; rental of commercial and or residential January 2029
properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
192
Registration No.: 200601034211 (753970-X)
19. SkyWorld Development / IPD Hong Kong / Class 37: Real estate development; property Valid/ 14 Jan 2019 – 14
304800636AB Hong Kong development; housing development; building project Jan 2029
development; building and construction of real
property; maintenance and repair of buildings;
building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
20. SkyWorld Development / IPD Hong Kong / Class 37: Real estate development; property Valid /
304802201AB Hong Kong development; housing development; building project 15 January 2019 – 15
development; building and construction of real January 2029
property; maintenance and repair of buildings;
building maintenance; advisory services relating to
property development; construction planning and
management; all included in class 37.
193
Registration No.: 200601034211 (753970-X)
21. SkyWorld Development Intellectual Class 36: Real estate affairs; real estate and property Valid/ 18 August 2021 –
/396172 Property Office of investment, management and financing; leasing of 15 February 2029
Vietnam/ Vietnam real estate; rental of commercial and or residential
properties including offices, shops, flats, apartments,
condominiums and or houses; real estate brokers;
estate appraisal; administration and advisory
services relating to real estate and property; all
included in class 36.
194
Registration No.: 200601034211 (753970-X)
As at the LPD, the details of the material properties owned by our Group are as follows:
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
1. Registered owner Description of Land area 6 December Category of land use Charged in favour of 63,507
NTP World Corporation property 256,934.54 2016 and 22 Building RHB Bank Berhad on
Single storey sales December 30 December 2020
Postal address gallery together with 2021 Express condition
Lot 17899, Jalan Ayer mezzanine and Built-up area This land shall be used for
Jerneh Taman Ayer Panas, auditorium 40,852.27 commercial buildings only
53200 Kuala Lumpur
Existing use Restriction in interest
Title address Sales gallery This land shall not be
PN52340, Lot 201210, (Setapak) and transferred, leased, mortgaged
Mukim of Setapak, District Quality Centre or charged without the
of Kuala Lumpur, FT Kuala approval of Jawatankuasa
Lumpur Tenure Kerja Tanah Wilayah
Leasehold expiring Persekutuan Kuala Lumpur
13 April 2086
2. Registered owner Description of Land area 15 May 2002 Category of land use Nil 6,629
SkyWorld Development property N/A Nil
6-storey office
Postal address building Built-up area Express condition
Block D, Wisma NTP 19,719.48 Business / commercial building
World, Excella Business Existing use
Park, Jalan Ampang Putra, Office (under
55100 Kuala Lumpur renovation) Restriction in interest
This land shall not be
transferred, leased or charged
195
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
Title address Tenure without the approval of the
PN 24406, M1-D/1/5, Lot Leasehold expiring relevant state authority
42908 Seksyen 16, Bandar 2 June 2101
Ampang, District of Hulu
Langat, State of Selangor
3. Registered owner Description of Land area N/A Category of land use 1. Charged in Nil
SkySanctuary property 127,302.62 Building favour of OCBC
Development Central park Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for the September 2021
N/A Central park purpose of private recreational
park site only 2. Charged in
Title address Tenure favour of OCBC
H.S.(D) 122343, PT 50183, Leasehold expiring Restriction in interest Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 This land shall not be Berhad on 5
of Kuala Lumpur, FT Kuala transferred, leased, mortgaged October 2021
Lumpur or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
(1)
1. Registered owner Description of Land area 21 June Category of land use Nil 17,255
NTP World Corporation property N/A 2019 Nil
22 units of
Postal address apartment in Built-up area Express condition
Bennington Residences, Bennington 28,750.40 Condominium
No. 1, Jalan Arena 1, Residences
Setapak, 53200 Kuala Restriction in interest
Lumpur, FT Kuala Lumpur Existing use This land shall not be
Pending for sale transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
196
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
Title address Tenurel Kerja Tanah Wilayah
22 residential units held Leasehold expiring Persekutuan Kuala Lumpur
under PN 53557, Lot 8 July 2119
201666, Mukim of Setapak,
District of Kuala Lumpur,
FT Kuala Lumpur
(2)
2. Registered owner Description of Land area 22 February Category of land use Nil 52,947
SkyMeridien Development property N/A 2022 Nil
55 units of serviced
Postal address apartment in Built-up area Express condition
SkyMeridien Residence, SkyMeridien 62,053.94 Serviced apartment
Jalan 1/48A, Bandar Residences
Sentul, 51000 Kuala Restriction in interest
Lumpur, FT Kuala Lumpur Existing use This land shall not be
Pending for sale transferred, leased or
Title address mortgaged without the
55 residential units held Tenure permission of the
under PM 1019, Lot Leasehold expiring Jawatankuasa Kerja Tanah
201813, Bandar Baru 18 May 2119 Wilayah Persekutuan Kuala
Sentul, Mukim of Setapak, Lumpur
District of Kuala Lumpur,
FT Kuala Lumpur
(3)
3. Registered owner Description of Land area 4 February Category of land use Nil 8,779
SkyAwani 2 Development property N/A 2020 Nil
57 commercial units
Postal address at SkyAwani II Built-up area Express condition
SkyAwani ll, Jalan 2/12, Residences 36,371.25 Office and shop lots
Kampung Batu Muda,
51100 Kuala Lumpur Existing use Restriction in interest
43 units are rented 1. This land shall not be
Title address to third parties and transferred, leased,
57 commercial units held 14 units are mortgaged or charged
under PN 53124, Lot currently vacant (all without the approval of
197
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
81355, Mukim of Batu, 57 units are pending Jawatankuasa Kerja
District of Kuala Lumpur, for sale) Tanah Wilayah
FT Kuala Lumpur Persekutuan Kuala
Tenure Lumpur
Leasehold expiring
23 October 2117 2. Affordable condominium
units are not transferable
within 10 years from the
date of the SPA is signed
by the first purchaser
1. Registered owner Description of Land area N/A Category of land use Charged in favour of 9,279
NTP World Corporation property 133,257.21 Building Malayan Banking
One 49-storey and Berhad on 13
Postal address one 44-storey Built-up area Express condition December 2018
N/A apartment blocks N/A This land shall be used for
residential buildings for the
Title address Existing use purpose of affordable
PN 54206, Lot 201836, Affordable condominium only
Mukim of Setapak, District residential
of Kuala Lumpur, FT Kuala apartment Restriction in interest
Lumpur (SkyAwani IV 1. This land shall not be
Residences) transferred, leased,
mortgaged or charged
Tenure without the approval of
Leasehold expiring Jawatankuasa Kerja
16 August 2117 Tanah Wilayah
Persekutuan Kuala
Lumpur
2. Affordable condominium
units are not transferable
within 10 years from the
198
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
date of the SPA is signed
by the first purchaser
2. Registered owner Description of Land area N/A Category of land use Nil (3) 23,667
SkyAwani 5 Development property 88,673.09 Building
One 31-storey
Postal address apartment block Built-up area Express condition
N/A N/A This land shall be used for
Existing use residential buildings for the
Title address Residential purpose of apartments only
PN 52872, Lot 201438, apartment
Mukim of Setapak, District (SkyAwani V Restriction in interest
of Kuala Lumpur, FT Kuala Residences) Nil
Lumpur
Tenure
Leasehold expiring
19 March 2116
3. Registered owner Description of Land area N/A Category of land use Charged in favour of 18,802
SkyVogue Development property 58,555.67 Building Hong Leong Bank
One 35-storey Berhad on 2
Postal address condominium block Built-up area Express condition December 2020
N/A N/A This land shall be used for
Existing use residential buildings for the
Title address Residential purpose of condominium only
H.S.(D) 121070, PT 50017, condominium
Mukim of Kuala Lumpur, (SkyVogue Restriction in interest
District of Kuala Lumpur, Residences) This land shall not be
FT Kuala Lumpur transferred, leased, mortgaged
Tenure or charged without the
Leasehold expiring approval of Jawatankuasa
18 July 2118 Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
199
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
4. Registered owner Description of Land area N/A Category of land use Nil 82,837
SkySierra Development property 203,104.23 Building
One 37-storey, one
49-storey and one
Postal address 43-storey apartment Built-up area Express condition
N/A blocks N/A This land shall be used for
residential buildings for the
Title address Existing use purpose of apartments only
PN 53720, Lot 80068, Residential
Mukim Ulu Kelang, District apartment Restriction in interest
of Kuala Lumpur, FT Kuala (SkySierra This land shall not be
Lumpur Residences (The transferred, leased, mortgaged
Valley) or charged without the
approval of Jawatankuasa
Tenure Kerja Tanah Wilayah
Leasehold expiring Persekutuan Kuala Lumpur
16 May 2118
5. Registered owner Description of Land area N/A Category of land use 1. Charged in 60,735
SkySanctuary property 165,254.01 Building favour of OCBC
Development Two 42-storey Al-Amin Bank
condominium Built-up area Express condition Berhad on 18
Postal address blocks N/A This land shall be used for October 2021
N/A residential buildings for the
Existing use purpose of apartments only 2. Charged in
Title address Residential favour of OCBC
H.S.(D) 122338, PT 50178, apartment Restriction in interest Bank (Malaysia)
Mukim of Setapak, District (EdgeWood This land shall not be Berhad on 18
of Kuala Lumpur, FT Kuala Residences) transferred, leased, mortgaged October 2021
Lumpur or charged without the
Tenure approval of Jawatankuasa
Leasehold expiring Kerja Tanah Wilayah
17 February 2120 Persekutuan Kuala Lumpur
200
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
1. Registered owner Description of Land area N/A Category of land use Charged in favour of 28,228
NTP World Corporation property 193,298.30 Building HSBC Amanah
Vacant land Malaysia Berhad on 5
Postal address Built-up area Express condition July 2022
N/A Existing use N/A This land shall be used for
N/A residential buildings for the
Title address purpose of condominium only
PN 52338, Lot 201208, Tenure
Mukim of Setapak, District Leasehold expiring Restriction in interest
of Kuala Lumpur, FT Kuala 13 April 2086 This land shall not be
Lumpur transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
2. Registered owner Description of Land area N/A Category of land use 1. A private caveat 15,966
SkyAman Development property 211,788.66 Building was lodged in
Vacant land favour of RHB
Postal address Built-up area Express condition Bank Berhad on
N/A Existing use N/A This land shall be used 30% for 15 June 2022
N/A affordable housing and 70%
Title address housing development only 2. Charged in
H.S.(D) 121234, PT 50038, Tenure favour of RHB
Mukim of Kuala Lumpur, Leasehold expiring Restriction in interest Bank Berhad on
District of Kuala Lumpur, 22 December 2118 This land shall not be 18 July 2022
FT Kuala Lumpur transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
201
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
3. Registered owner Description of Land area N/A Category of land use 1. A private caveat 10,610
SkyRia Development property 413,883.12 Building was lodged in
Vacant land favour of RHB
Postal address Built-up area Express condition Bank Berhad on
N/A Existing use N/A This land shall be used for 26 January 2022
N/A residential buildings only
Title address 2. Charged in
PM 317, Lot 4249, Dusun Tenure Restriction in interest favour of RHB
Ranjau, Mukim of Setapak, Leasehold expiring This land shall not be Bank Berhad on
District of Kuala Lumpur, 6 February 2091 transferred, leased, mortgaged 28 April 2022
FT Kuala Lumpur or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
4. Registered owner Description of Land area N/A Category of land use Nil 16,410
NTP World Corporation property 109,651.96 Building
Vacant land
Postal address Built-up area Express condition
N/A Existing use N/A This land shall be used for
N/A commercial buildings for the
Title address purpose of serviced
PN 53776, Lot 201619, Tenure apartments and shops only
Mukim of Setapak, District Leasehold expiring
of Kuala Lumpur, FT Kuala 16 August 2117 Restriction in interest
Lumpur This land shall not be
transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
202
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
5. Registered owner Description of Land area N/A Category of land use 1. Charged in 44,610
SkySanctuary property 180,768.04 Building favour of OCBC
Development Vacant land Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for September 2021
N/A N/A commercial buildings for the
purpose of office shop lots with 2. Charged in
Title address Tenure strata only favour of OCBC
H.S.(D) 122336, PT 50176, Leasehold expiring Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 Restriction in interest Berhad on 5
of Kuala Lumpur, FT Kuala This land shall not be October 2021
Lumpur transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
6. Registered owner Description of Land area N/A Category of land use 1. Charged in 1,211
SkySanctuary property 5,740.39 Building favour of OCBC
Development Vacant land Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for September 2021
N/A N/A bungalow sites only
2. Charged in
Title address Tenure Restriction in interest favour of OCBC
H.S.(D) 122337, PT 50177, Leasehold expiring This land shall not be Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 transferred, leased, mortgaged Berhad on 5
of Kuala Lumpur, FT Kuala or charged without the October 2021
Lumpur approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
203
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
7. Registered owner Description of Land area N/A Category of land use 1. Charged in 51,040
SkySanctuary property 146,971.51 Building favour of OCBC
Development Vacant land Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for September 2021
N/A N/A residential buildings for the
purpose of apartments only 2. Charged in
Title address Tenure favour of OCBC
H.S.(D) 122339, PT 50179, Leasehold expiring Restriction in interest Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 This land shall not be Berhad on 5
of Kuala Lumpur, FT Kuala transferred, leased, mortgaged October 2021
Lumpur or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
8. Registered owner Description of Land area N/A Category of land use 1. Charged in 46,311
SkySanctuary property 121,782.88 Building favour of OCBC
Development Vacant land Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for September 2021
N/A N/A residential buildings for the
purpose of apartments only 2. Charged in
Title address Tenure favour of OCBC
H.S.(D) 122340, PT 50180, Leasehold expiring Restriction in interest Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 This land shall not be Berhad on 5
of Kuala Lumpur, FT Kuala transferred, leased, mortgaged October 2021
Lumpur or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
204
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
9. Registered owner Description of Land area N/A Category of land use 1. Charged in 33,334
SkySanctuary property 119,047.77 Building favour of OCBC
Development Vacant land Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for September 2021
N/A N/A residential buildings for the
purpose of apartments/ villa 2. Charged in
Title address Tenure only favour of OCBC
H.S.(D) 122341, PT 50181, Leasehold expiring Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 Restriction in interest Berhad on 5
of Kuala Lumpur, FT Kuala This land shall not be October 2021
Lumpur transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
10. Registered owner Description of Land area N/A Category of land use 1. Charged in 45,362
SkySanctuary property 148,042.52 Building favour of OCBC
Development Vacant land Al-Amin Bank
Built-up area Express condition Berhad on 17
Postal address Existing use N/A This land shall be used for September 2021
N/A N/A residential buildings for the
purpose of apartments only 2. Charged in
Title address Tenure favour of OCBC
H.S.(D) 122342, PT 50182, Leasehold expiring Restriction in interest Bank (Malaysia)
Mukim of Setapak, District 17 February 2120 This land shall not be Berhad on 5
of Kuala Lumpur, FT Kuala transferred, leased, mortgaged October 2021
Lumpur or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
205
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
11. Registered owner Description of Land area N/A Category of land use Nil 4,697
Aqua Legacy property 111,128.09 Building
Vacant land
Postal address Built-up area Express condition
N/A Existing use N/A This land shall be used for the
N/A purpose of residential only
Title address
H.S.(D) 121701, PT 50138, Tenure Restriction in interest
Mukim of Setapak, District Leasehold expiring This land shall not be
of Kuala Lumpur, FT Kuala 21 October 2119 transferred, leased, mortgaged
Lumpur or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
12. Registered owner Description of Land area N/A Category of land use Charged in favour of 7,317
Legasi Spohra property 119,361.00 Building Al Rajhi Banking &
Vacant land Investment
Postal address Built-up area Express condition Corporation
N/A Existing use N/A This land shall be used 70% for (Malaysia) Bhd on 8
N/A cost-free housing development February 2021 and 6
Title address and 30% for affordable housing October 2021
H.S.(D) 121387, PT 50052, Tenure (RUMAWIP)
Mukim of Petaling, District Leasehold expiring
of Kuala Lumpur, FT Kuala 27 August 2119 Restriction in interest
Lumpur This land shall not be
transferred, leased, mortgaged
or charged without the
approval of Jawatankuasa
Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
206
Registration No.: 200601034211 (753970-X)
Audited
NBV
Registered owner / Description of Land area (sq Date of CFO Category of land use/ as at FYE
Postal address / Title property / Existing ft) / Built-up / CCC or Express condition/ 2022
No. address use / Tenure area (sq ft) equivalent Restriction in interest Encumbrances (RM’000)
13. Registered owner Description of Land area N/A Category of land use Charged in favour of 505
SkyAwani 5 Development property 1,506.95 Building HSBC Bank Malaysia
Vacant land on 4 June 2020
Postal address Built-up area Express condition
N/A Existing use N/A This land shall be used for
N/A future development for the
Title address purpose of residential only
PN 52873, Lot 201437, Tenure
Mukim of Setapak, District Leasehold expiring Restriction in interest
of Kuala Lumpur, FT Kuala 19 March 2116 Nil
Lumpur
(4)
14. Registered owner Description of Land area N/A Category of land use Charged in favour of 21,000
SkyVue Development property 89,275.87 Nil Maybank Islamic
Vacant land Berhad on 29 August
Postal address Built-up area Express condition 2022
N/A Existing use N/A The whole of this land to be
N/A brought under permanent
Title address cultivation within 2 years from
GM 41056, Lot 481366, Tenure 19 March 2008
Mukim of Kuala Lumpur, Freehold
District of Kuala Lumpur, Nature of cultivation : Nil
FT Kuala Lumpur
Restriction in interest
Nil
Notes:
(1) Audited NBV of 24 units, being the units remaining unsold as of 31 March 2022.
(2) Audited NBV of 105 units, being the units remaining unsold as of 31 March 2022.
(3) Audited NBV of 58 units, being the units remaining unsold as of 31 March 2022.
(4) Our Group had on 9 September 2022 through our solicitors submitted an application for approval of surrender and re-alienation to the Federal Territories
Director of Land and Mines Office. Such application has been approved on 20 October 2022 and is currently pending issuance of new land title.
(5) No valuation was conducted as the land was successfully transferred to our Group on 29 August 2022. This is the amount of the purchase consideration
pursuant to the SPA.
207
Registration No.: 200601034211 (753970-X)
As at the LPD, the details of the properties acquired by or alienated to our Group which are pending transfer of titles are set out as follows:
Date of SPA/
Land area (sq Category of land use/ Purchase Targeted
Vendor / Postal address/ Title Description / ft) / Built-up Express condition/ price completion
No. Purchaser address Existing Use area (sq ft) Restriction in interest (RM’000) date
1. Vendor Postal address Description of property Land area Category of land use 83,516(3) Date of SPA
Datuk Bandar Jalan AU2C, AU2, 54200 MSN Sports Complex 122,012.15 Building 9 April 2019
Kuala Lumpur
Purchaser Existing use Express condition Targeted
SkySierra Title address Not occupied (2) This land shall be used completion
Development No. H.S.(D) 123109, PT for commercial buildings date
50007, Mukim Ulu Kelang, for the purpose of Q4 2022
District of Kuala Lumpur, serviced apartment only
FT Kuala Lumpur (1)
Restriction in interest
This land shall not be
transferred, leased,
mortgaged or charged
without the approval of
Jawatankuasa Kerja
Tanah Wilayah
Persekutuan Kuala
Lumpur
2. Vendor Postal address Description of property Land area Category of land use 83,516(3) Date of SPA
Datuk Bandar Jalan AU2C, AU2, 54200 MSN Sports Complex 51,255.59 Building 9 April 2019
Kuala Lumpur
Purchaser Existing use Express condition Targeted
SkySierra Title address Partially occupied as This land shall be used completion
Development No. H.S.(D) 123110, PT sales gallery (2) for commercial buildings date
50008, Mukim Ulu Kelang, for the purpose of office Q4 2022
District of Kuala Lumpur, tower only
FT Kuala Lumpur (1)
Restriction in interest
This land shall not be
transferred, leased,
mortgaged or charged
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Registration No.: 200601034211 (753970-X)
Date of SPA/
Land area (sq Category of land use/ Purchase Targeted
Vendor / Postal address/ Title Description / ft) / Built-up Express condition/ price completion
No. Purchaser address Existing Use area (sq ft) Restriction in interest (RM’000) date
without the approval of
Jawatankuasa Kerja
Tanah Wilayah
Persekutuan Kuala
Lumpur
3. Vendor Postal address Description of property Land area Category of land use 83,516(3) Date of SPA
Datuk Bandar Jalan AU2C, AU2, 54200 MSN Sports Complex 175,401.15 Building 9 April 2019
Kuala Lumpur
Purchaser Existing use Express condition Targeted
SkySierra Title address Not occupied (2) This land shall be used completion
Development No. H.S.(D) 123111, PT for commercial buildings date
50009, Mukim Ulu Kelang, only Q4 2022
District of Kuala Lumpur,
FT Kuala Lumpur (1) Restriction in interest
This land shall not be
transferred, leased,
mortgaged or charged
without the approval of
Jawatankuasa Kerja
Tanah Wilayah
Persekutuan Kuala
Lumpur
4. Vendor Postal address Description of property Land area Category of land use 1,904 (4) Date of SPA
N/A (4) N/A Vacant land 25,596.58 Building N/A (4)
Purchaser Title address Existing use Built-up area Express condition Targeted
N/A (4) Plot A adjacent to Lot N/A N/A This land shall be used completion
39027, Taman Bukit Desa, for residential buildings date
Mukim of Kuala Lumpur, FT only Q1 2023
Kuala Lumpur
Restriction in interest
This land shall not be
transferred, leased or
charged without the
approval of
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Registration No.: 200601034211 (753970-X)
Date of SPA/
Land area (sq Category of land use/ Purchase Targeted
Vendor / Postal address/ Title Description / ft) / Built-up Express condition/ price completion
No. Purchaser address Existing Use area (sq ft) Restriction in interest (RM’000) date
Jawatankuasa Kerja
Tanah Wilayah
Persekutuan Kuala
Lumpur
Notes:
(1) Pursuant to the application made by Datuk Bandar on 2 November 2021 to surrender and re-alienate a piece of sub-divided land from the SkySierra Land held
under PN 53719, Lot 80069, Mukim Ulu Kelang, District of Kuala Lumpur, FT Kuala Lumpur i.e. Parcel 2, which was approved by the Federal Territories Director
of Lands and Mines Office on 29 March 2022, 0.93 acres of land has been surrendered to the Government and Parcel 2 was subsequently subdivided into
three plots, all of which had been re-alienated to Datuk Bandar on 15 June 2022. Please refer to Section 15.5 of this Prospectus for further details on the SPA
pertaining to the SkySierra Land.
(2) Our Group is currently occupying part of the building constructed on this land as sales gallery for SkySierra Residences (The Valley). The building was previously
occupied as the MSN Sports Complex which was constructed by MSN and completed between 1997 and 2006. Pursuant to our Group’s development plan, all
buildings and structures forming the MSN Sports Complex will be demolished by September 2023 for the purposes of Phase 2 of our SkySierra development.
(3) The total purchase price of RM83.52 million is exclusive of the cost of relocation of the MSN Sports Complex. Please refer to Section 7.1 (Table of Key Events
and Milestones – Year 2019) of this Prospectus for further details of the relocation works.
(4) Pursuant to the Form 5A dated 7 July 2021, the Federal Territories Director of Lands and Mines Office had approved the alienation of this land to SkyVue
Development in consideration for a premium of RM1.90 million payable by our Group within 3 months from the date of the Form 5A. As at the LPD, our Group
has paid the premium in full and is currently pending issuance of registrable title.
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As at the LPD, the details of the properties rented by our Group are set out as follows:
Date of CFO /
Landlord / Description / CCC or Land area (sq Rental per
No. Tenant Postal address Existing use equivalent ft) Tenure annum (RM)
1. Landlord Block B, Wisma NTP Description of property 15 May 2002 15,959 1 June 2020 to 31 May 484,872.00
ICT Zone Sdn Bhd World, Excella Business Ground floor, Level 1, 2, 2023 (with option to
Park, Jalan Ampang Putra, 3, 4, 5, 7 and 8 of an 8- renew for one year)
Tenant 55100 Kuala Lumpur storey office building
SkyWorld
Development Existing use
Office
As at the LPD, our Group is occupying the following property pursuant to a temporary occupation licence issued by the Federal Territories Director of
Lands and Mines Office under Section 66 of the National Land Code (“TOL”):
1. A67/2022 / 11 A parcel of land located at Description of property N/A 148,143.70 28 April 2022 to 31 82,800.00
May 2022 Mukim of Setapak, Vacant land December 2022(1)
Kampung Air Lanjut, FT
Kuala Lumpur Existing use
Intended to be used as a
public car park
Note:
(1) Pursuant to Section 67 of the National Land Code, the Federal Territories Director of Lands and Mines Office may on the application of the licensee i.e. NTP
World Corporation renew the TOL for a term of not more than one year provided that there shall not be more than 3 renewals made in respect of the TOL
unless a prior written approval of the state authority has been obtained.
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7.21.5 Material plans to construct, expand or improve property, plant and equipment
As at the LPD, our Group has no material plans to construct, expand or improve property, plant
and equipment.
The following is an overview of the material laws and regulations that are relevant to the business
operations of our Group:
Malaysia
(1) Housing Development (Control and Licensing) Act 1966 (“HDA”) and Housing
Development (Control and Licensing) Regulations 1989 (“HDA Regulations”)
Developer’s licence
Except with the written consent of the Controller of Housing (“Controller”), no housing
developer other than a licensed housing developer shall assume or use in relation to his
business or any part of his business the words "housing developer" or any of its
derivatives or any other word or words indicating the carrying on of the business of
housing development. A “housing developer” is defined as any person, body of persons,
company, firm or society (by whatever name described), who or which engages in or
carries on or undertakes or causes to be undertaken a housing development, and in a
case where the housing developer is under liquidation, includes a person or body
appointed by a court of competent jurisdiction to be the provisional liquidator or liquidator
for the housing developer.
Any housing developer who engages in, carries out, or undertakes housing development
without having been duly licensed, assumes or uses in relation to his business or any
part of his business the words "housing developer" or any of the derivatives or any other
word or words indicating the carrying on of the business of housing development or fail
to comply with any of the conditions imposed on the licence granted under the HDA shall
be guilty of an offence and shall, on conviction, be liable to a fine which shall not be less
than RM250,000.00 but which shall not exceed RM500,000.00 or to imprisonment for a
term not exceeding 5 years or to both.
The HDA Regulations stipulates that no advertisement or sale shall be made by any
housing developer without an advertisement and sale permit having first been obtained
from the Controller. Any advertisement and sale shall be in accordance with the
advertisement and sale permit as approved by the Controller. Any misleading statement,
false representation or description of the particulars or information required pursuant to
the advertisement and sale permit including the difference in price of property shall be
an offence under the HDA Regulations.
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Any person who contravenes any of the provisions of the HDA Regulations shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding RM50,000.00 or to
a term of imprisonment not exceeding 5 years or to both. A breach of any condition in a
licence or in any advertisement and sale permit shall be deemed to be a contravention
of the HDA Regulations.
As at the LPD, save and except for the renewal of the APDLs for SkyAwani V
Residences, SkyAwani IV Residences and SkyVogue Residences which are pending for
approvals as set out in Section 7.19 of this Prospectus, our Group had obtained the
APDLs in respect of all of their completed and ongoing projects. In the event the renewal
of any of the APDL are not obtained, our Group will not be permitted to undertake or
cause to be undertaken any housing development and advertise or sell any unit in the
housing development and if our Group continues to do such activities without a valid
APDL, our Group may be liable on conviction, to a fine which shall not be less than
RM250,000 but which shall not exceed RM500,000 or to imprisonment for a term not
exceeding 5 years or to both. However, our Group so far has not experienced any
difficulty in renewing any of the APDL.
.
Submission of SIFUS and schedule of parcel after execution of the SPAs
The condition in our APDLs states that SPAs shall not be signed until a copy of the
certificate of share unit formula and the schedule of parcel have been submitted to the
JPN. Our Company and some of our Subsidiaries, namely SkyAwani 5 Development,
SkySanctuary Development, SkyMeridien Development, SkySierra Development and
SkyAwani 2 Development, had previously entered into SPAs prior to the submission of
the same to the JPN in respect of SkyAwani V Residences, EdgeWood Residences,
SkyMeridien Residences, SkySierra Residences, SkyAwani II Residences, SkyAwani III
Residences and SkyAwani IV Residences.
Our Company and our relevant Subsidiaries may each be liable on conviction to a fine
which shall not be less than RM250,000.00 but which shall not exceed RM500,000.00 or
to a term of imprisonment of directors not exceeding 5 years or to both. However, as of
to date, the JPN has not imposed any penalty as a result of the non-compliance.
Regulation 11(2) of the HDA Regulations stipulates that no person including parties
acting as stakeholders shall collect any payment by whatever name called except as
prescribed by the contract of sale. Any person who contravenes such provision shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding RM50,000
or to a term of imprisonment not exceeding 5 years of to both.
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Registration No.: 200601034211 (753970-X)
Our Group had collected booking fees of RM1,000 (or RM500 during the period between
23 March 2020 to 30 September 2020) from purchasers for the sale of units prior to
execution of SPAs in respect of housing developments where CCC has yet to be issued.
For the avoidance of doubt, as mentioned in a High Court case in 2017, booking fees
can be accepted prior to the execution of the SPA in respect of housing developments
where CCC has been issued. We were unaware of the prohibition of collection of booking
fees and such restriction was only brought to the attention of our Group upon the due
diligence being conducted for the purposes of our Listing by our Solicitors.
We have not experienced any material adverse impact on our business operations nor
been imposed with any penalties by the MOH arising from such non-compliance. The
non-compliance is not expected to have any material adverse impact on the overall
business operations and / or financial condition of our Group. In addressing this non-
compliance, upon being advised, our Group has effectively stopped collecting booking
fees upfront since May 2022 and will not be collecting booking fees in respect of the sale
of property units in our ongoing projects prior to the execution of the SPA.
Section 6(1) of the SMA stipulates that a developer of any building or land intended for
subdivision into parcels in a development area shall not sell any parcel or proposed
parcel unless:
(i) a schedule of parcels showing the proposed share units of each parcel or
proposed parcel and the total share units of all the parcels has been filed with
the Commissioner of Building (“Commissioner”); and
(ii) in the case of any phased development, the schedule of parcels filed with the
Commissioner shows the proposed quantum of provisional share units for each
provisional block.
Any developer who fails to comply with Section 6(1) of the SMA commits an offence and
shall, on conviction, be liable to a fine not exceeding RM500,000.00 or to imprisonment
for a term not exceeding 5 years or to both.
Submission date of
Housing development 1st SPA signed schedule of parcels
SkyAwani Residences 2 November 2015 15 March 2017
Bennington Residences 1 March 2016 10 March 2020
SkyAwani II Residences 20 March 2017 6 January 2021
SkyAwani III Residences 22 February 2018 14 May 2020
SkyMeridien Residences 26 May 2018 19 August 2021
SkyAwani IV Residences 16 December 2019 21 July 2022
SkySierra Residences 23 December 2019 27 December 2019
SkyAwani V Residences 18 December 2020 10 May 2021
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Registration No.: 200601034211 (753970-X)
The non-compliances of Section 6(1) of the SMA were a result of our Group’s
unawareness on the timeline to file the schedule of parcel to the Commissioner (which is
handled by our project department) and the execution of the SPAs (which is handled by
our sales department). The non-compliance was brought to the attention of our Group
upon the due diligence being conducted for the purposes of our Listing by our Solicitors.
Our Group had on 11 August 2022 and 17 August 2022 written to the Commissioner and
the Commissioner acknowledged our disclosure on 12 August 2022 and 24 August 2022
and reminded our Group to ensure timely compliance moving forward.
The LGA empowers every local authority to grant licence or permit for any trade,
occupation or premise through by-laws. Every licence or permit granted shall be subject
to such conditions and restrictions as the local authority may think fit and shall be
revocable by the local authority at any time without assigning any reason therefor.
Our Group’s operations are governed and regulated by the following by-laws:
The Kuala Lumpur By-Laws states that it is an offence for any person who uses
any premise for any business activity (which is listed in the Schedule of the Kuala
Lumpur By-Laws) without a business premise licence. Any person who
contravenes this provision shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding RM2,000.00 or a term of imprisonment not
exceeding one year or both and in the case of continuing offence a sum not
exceeding RM200.00 for each day during which the offence is continued after
conviction.
The Ampang By-Laws states that no person shall operate any activity of trade,
business and industry or use any place or premise in the local area of the council
for any activity of trade, business and industry without a licence issued by the
licensing authority pursuant to the Ampang By-Laws. Any person who
contravenes any provisions under the Ampang By-Laws commits of an offence
and shall, on conviction be liable to a fine not exceeding RM2,000.00 or to
imprisonment for a term not exceeding one year or to both and in the case of a
continuing offence to a fine not exceeding RM200.00 for each day during which
such offence is continued after conviction.
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Registration No.: 200601034211 (753970-X)
The Advertisement (Ampang) By-Laws provides that no person shall exhibit any
advertisement without a licence issued by the licensing authority pursuant to the
Advertisement (Ampang) By-Laws. Any person who contravenes any of the
provisions under the Advertisement (Ampang) By-Laws shall be guilty of an
offence and shall upon conviction be liable to a fine not exceeding RM2,000.00
or to imprisonment for a term not exceeding one year or both such fine and
imprisonment and in the case of a continuing offence to a fine not exceeding
RM200.00 for each day during which such offence is continued after conviction.
As at the LPD, our Group has obtained the business premise and signboard licences for
all of our premises save for the business premise licence in respect of our office located
at Block D, Wisma NTP World, Excella Business Park, Jalan Ampang Putra, 55100 Kuala
Lumpur (“Block D”), which is currently under renovation and is expected to be completed
by mid-November 2022. Our Group has submitted the application for the business
premise licence in respect of Block D on 20 June 2022 to Ampang Jaya Municipal Council
and we expect to obtain the said licence by mid-November 2022.
In the event renewal of any of the business premise licence are not obtained, our Group
will not be permitted to use the relevant premise for any business activity specified in the
respective business licence which include inter alia, management office and gallery and
if our Group continues to use the relevant premise for such business activities, our Group
may be liable on conviction, to a fine not exceeding RM2,000 or a term of imprisonment
not exceeding one year or both and in the case of continuing offence a sum not exceeding
RM200 for each day during which the offence is continued after conviction.
In the event renewal of any of the signboard licence are not obtained, our Group will not
be permitted to exhibit any signboard at the relevant premises. As such, all signboards
would have to be removed from the relevant premises. If our Group continues to exhibit
such signboard the relevant premises, our Group may be liable on conviction, to a fine
not exceeding RM2,000 or to imprisonment for a term not exceeding one year or both
such fine and imprisonment and in the case of a continuing offence to a fine not
exceeding RM200 for each day during which such offence is continued after conviction.
However, our Group has not experienced any difficulty in renewing any of their business
premise and signboard licence.
(4) Street, Drainage and Building Act 1974 (“SDBA”) and Uniform Building By-Laws
1984 (“UBBL”)
Section 70(27)(f) of the SDBA provides that any person who occupies or permits to be
occupied any building or any part thereof without a CFO or CCC, shall be liable on
conviction to a fine not exceeding RM250,000.00 or to imprisonment for a term not
exceeding 10 years, or to both.
By-Law 28 of the UBBL provides that no person shall occupy or permit to be occupied
any building or any part thereof, unless a certificate of fitness for occupation, a partial
certificate of fitness for occupation or a temporary certificate of fitness for occupation has
been issued under the UBBL for such building and any failure to comply with the UBBL
shall render such person liable to prosecution under the SBDA.
As at the LPD, our Group is occupying part of the MSN Sports Complex as our sales
gallery (“Setiawangsa Sales Gallery”). We have requested for a copy of the CFO / CCC
from MSN and DBKL, being the current owner and relevant authority, but they were
unable to locate and furnish us with the CFO/CCC.
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In respect of our sales gallery at Sentul (“Sentul Sales Gallery”), our Group has vacated
and ceased operations as it does not have a CFO / CCC. As our Sentul Sales Gallery
was used for the sale of the SkyMeridien Residences units which have reached 93% as
at the LPD and the project has already been completed, vacating it will not give rise to
any material impact on the business operations and financial condition of our Group.
Moving forward, our Group will ensure that the properties we own and / or occupy will
have a CFO / CCC and relevant permits as well as licenses.
Under the FTPA, we are required to obtain a development order / planning permission
prior to commencing, undertaking or carrying out our development projects.
Section 19(1) of the FTPA provides that no person shall use or permit to be used any
land or building or commence, undertake or carry out any development otherwise than
in conformity with the development plan or any planning permission granted under the
FTPA in respect of the development.
Section 26(1)(a) of the FTPA provides that any person who commences, undertakes or
carries out development in contravention of Section 19(1) of the FTPA or uses or permits
to be used any land in contravention of that section is guilty of an offence and on
conviction, is liable to a fine not exceeding RM50,000.00 and in the case of a continuing
offence to a further fine which may extend to RM500.00 for every day during which the
offence continues after conviction for the first commission of the offence.
As at the LPD, our Group had obtained the development orders / planning permissions
in respect of all of their completed and ongoing projects.
In respect of the Development Orders for SkyLuxe On The Park Residences and
SkyVogue Residences issued by DBKL, it is a condition that (1) at least 30% of the units
of the respective housing developments are to be allocated for sale to Bumiputera at a
discount of not less than 5% (“Bumiputera Quota Condition”); and (2) such units cannot
be sold to non-Bumiputera purchasers without obtaining prior approval from DBKL.
The 2 housing developments of our Group were unable to satisfy the Bumiputera Quota
Condition imposed for the developments and had eventually sold the Bumiputera
allocated units to non-Bumiputera purchasers as set out below without obtaining prior
approval from DBKL:
No. of units
Allocated for sale to Bumiputera (30% of total units) 143
Actual sale to Bumiputera 2
No. of Bumiputera units sold to non-Bumiputera 141
DBKL approval received for the sale of Bumiputera units 92
Remaining units still pending DBKL approval for sale to non- 49
Bumiputera
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The total units required to be allocated for sale to Bumiputera is 143 units,
SkyLuxe Development required DBKL’s approval for the release of 141
Bumiputera allocated units, as 2 units have been sold to Bumiputera purchasers.
SkyLuxe Development had obtained two approval letters from DBKL on 1 July
2019 and 29 August 2019 for the release of unsold Bumiputera allocated units
of up to 92 units. Subsequently, SkyLuxe Development had on 15 September
2020 written to DBKL to seek further approval for the release of the remaining
49 Bumiputera allocated units to non-Bumiputera. However, DBKL has yet to
revert to SkyLuxe Development on the release of the Bumiputera allocated units.
The total unit required to be allocated for sale to Bumiputera under SkyVogue
Residences was 100 units. As at the LPD, SkyVogue Development has not
applied for approval from DBKL as the development progress has yet to achieve
50% i.e. the Group is not yet eligible to apply for release of Bumiputera allocated
units to non-Bumiputera purchasers. Notwithstanding, as at the LPD, 61
Bumiputera allocated units were already sold to non-Bumiputera purchasers.
The non-compliance was a result of miscommunication on the timeline to apply for the
DBKL approval and the sale of the units between the project department (the custodian
of the Development Order and the party in charge of applying for the approval from
DBKL) and the sales department (that manages the sale and marketing activities of the
housing developments). The non-compliance for SkyLuxe On The Park Residences and
SkyVogue Residences was brought to the attention of our Group upon the due diligence
being conducted for the purposes of the Listing by our Solicitors.
On a side note, under the Development Order for SkyVogue Residences, our Group is
required to contribute 5% from the selling price of any Bumiputera allocated units within
the development which are sold to non-Bumiputera purchasers as incentive to DBKL
(“DBKL Incentive”). A provision of RM1.79 million has been made in FYE 2022 for the
DBKL Incentive for in respect of sale of 43 Bumiputera allocated units to non-Bumiputera
purchasers as at 31 March 2022. The DBKL Incentive for the remaining 18 Bumiputera
allocated units sold to non-Bumiputera purchasers which amounts to approximately
RM0.75 million will be made in FYE 2023.
In relation to SkyLuxe On The Park Residences, the Development Order did not stipulate
any requirement for the contribution of the DBKL Incentive. Notwithstanding, on a prudent
basis, our Group had made a provision of RM1.64 million in FYE 2022 for the DBKL
Incentive in respect of the sale of the 49 Bumiputera allocated units to non-Bumiputera
purchasers as at 31 March 2022. No provision was made for the sale of 92 Bumiputera
allocated units to non-Bumiputera purchaser because SkyLuxe Development had
obtained approvals from DBKL for the release of these units and DBKL have not
requested for the DBKL Incentive to be paid.
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As at the LPD, our Group had followed up with DBKL on 13 October 2022 on the status
of the approval for the release of the remaining 49 units for SkyLuxe On The Park
Residences. DBKL had verbally informed that the request for the release of the remaining
49 units for SkyLuxe Residences will be granted on the condition that contribution of
DBKL Incentive is made. Pursuant thereto, our Group had on 17 October 2022 submitted
a request to seek DBKL’s consideration to reduce the DBKL Incentive by 50%. We expect
DBKL to revert on the request for reduction in DBKL Incentive and to be paid by
December 2022. In the event the actual contribution amount of the DBKL Incentive is
higher or lower than the provision of RM1.64 million in FYE 2022, the difference will be
recorded in the profit and loss in FYE 2023. In relation to SkyVogue Residence, our
Group will apply to DBKL for the release of the Bumiputera allocated units to non-
Bumiputera purchasers when the development progress achieves 50%.
In addition, our Group has not experienced any material adverse impact on our business
operations nor been imposed with any penalties arising from such non-compliance. The
potential maximum penalty arising from the non-compliance is only a financial penalty
which is not a material amount and as such, the non-compliance is not expected to have
any material adverse impact on the overall business operations and / or financial
condition of our Group.
Section 26(3) of the FTPA provides that where the use of land or building is permitted to
be continued by the commissioner pursuant to subsection 19(2) of the FTPA, any person
who continues such use on or after the expiry of the period specified in the permit allowing
such use or who continues such use in contravention of any terms or conditions under
which such use is permitted, is guilty of an offence and on conviction is liable to a fine
not exceeding RM25,000.00 and in the case of a continuing offence to a further fine which
may extend to RM500.00 for every day during which the offence continues after
conviction for the first commission of the offence.
In respect of our sales gallery at Bukit Jalil (“Bukit Jalil Sales Gallery”), our Group has
vacated and ceased operations as the development order issued under Section 22 of the
FTPA authorising the temporary use of Bukit Jalil Sales Gallery has expired on 31
December 2019. As our Bukit Jalil Sales Gallery was used for the sale of the SkyVogue
Residences units which have reached 95% as at the LPD, vacating it will not give rise to
material impact on the business operations and financial condition of our Group. Moving
forward, our Group will ensure that the properties we own and / or occupy will have the
relevant permits as well as licenses.
(6) Personal Data Protection Act 2010 (“PDPA”) and the Personal Data Protection
(Class of Data Users) Order 2013 (“PDP Order”)
Section 15(1) of the PDPA stipulates that a person who belongs to the class of data users
as specified in the order made under subsection 14(1) of the PDPA shall submit an
application for registration to the Personal Data Protection Commissioner (“PDP
Commissioner”) in the manner and form as determined by the PDP Commissioner.
Under the PDP Order, a licensed housing developer under the HDA is required to obtain
a certificate of registration under Section 16(1)(a) of the PDPA in order to process any
personal data.
A person who belongs to the class of data users as specified in the PDP Order and who
processes personal data without a certificate of registration issued under the PDPA
commits an offence and shall, on conviction, be liable to a fine not exceeding
RM500,000.00 or to imprisonment for a term not exceeding 3 years or to both.
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Our Company and some of our Subsidiaries had previously processed personal data
without a certificate of registration issued under Section 16(1)(a) of the PDPA as we were
not aware of the requirement to obtain a certificate of registration. It was only brought to
the attention of our Group upon the due diligence being conducted for the purposes of
the Listing by our Solicitors.
As at the LPD, we have obtained valid certificates of registration for our Company and
our relevant Subsidiaries. As the housing projects developed by CASB and SkyAwani 2
Development have been completed and handed over to the respective management
corporation, a certificate of registration under Section 16(1)(a) of the PDPA for CASB
and SkyAwani 2 Development is not required as both companies no longer fall within the
definition of a licensed housing developer. The same has been confirmed by a PDPA
officer vide an email dated 31 May 2022 to our Group. Further, as at the LPD, CASB do
not process personal data. However, SkyAwani 2 Development is still processing
personal data for the purposes of leasing and sale of the balance unsold commercial
units in SkyAwani II Residences (which does not require a certificate of registration)
therefore it is still subject to the PDPA.
Our Group will establish a PDPA Policy which will be tabled to our Board for approval by
December 2022 to ensure its compliance with the PDPA.
Vietnam
Our Subsidiary in Vietnam, SkyWorld Vietnam, is subject to the following laws and regulations:
(i) Law on Enterprises No. 59/2020/QH14 dated 17 June 2020 (“Law on Enterprises”);
(ii) Law on Investment No. 61/2020/QH14 dated 17 June 2020 (“Law on Investment”);
(iii) Law No. 15/2012/QH13 dated 20 June 2012 on handling administrative violations ("Law
on Handling Administrative Violations");
(iv) Decree No. 01/2021/ND-CP dated 04 January 2021 on enterprise registration (“Decree
01”); and
However, SkyWorld Vietnam had on 5 July 2021 registered with DPI in respect of the ERC for
an increase in their charter capital to USD10,286,554 (equivalent to approximately
RM46,330,639) from the existing contributed capital of USD200,000 (equivalent to approximately
RM890,000).
The reason for the increase in charter capital was for the purpose of the proposed acquisition of
a prospect land in Ho Chi Minh City, Vietnam which was identified in year 2020 (“Vietnam Land”).
After our negotiations, legal, financial and tax due diligence were conducted and completed on
19 October 2020 and 25 March 2021 respectively. SkyWorld Vietnam registered to increase the
charter capital (by way of amending its ERC) in July 2021 as we intended to finalise the proposal.
Our Group had also secured a foreign currency term loan of USD6,000,000 (equivalent to
approximately RM27,000,000) from HSBC Bank Malaysia Berhad on 4 August 2021 to part
finance the acquisition. As at the LPD, the term loan has yet to be drawn.
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Due to the travel restrictions imposed in both Malaysia and Vietnam and unforeseen
circumstances arising with the COVID-19 pandemic, our Group subsequently put on hold the
proposal and did not proceed with the capital contribution of SkyWorld Vietnam. Upon the lifting
of the travel restrictions, the offer price for the Vietnam Land was increased by the vendor. As
such, our Group aborted the proposal in March 2022. As at the LPD, our Group has not identified
other parcels of land for acquisition in Vietnam.
In accordance with the Law of Enterprises, capital contribution must be completed prior to
amending the ERC. However, SkyWorld Vietnam had obtained the amended ERC prior to
completing the increase in charter capital.
The non-compliance was due to our Group not being aware that under the relevant laws of
Vietnam, our Group was required to increase the charter capital for SkyWorld Vietnam prior to
amending the ERC. Such non-compliance was only brought to the attention of our Group upon
the due diligence being conducted for the purposes of our Listing by our Vietnam solicitors.
Immediately upon being notified of such, SkyWorld Vietnam commenced action plan to rectify
the non-compliance.
SkyWorld Vietnam may be found liable, upon conviction for inaccurate declaration on the capital
contribution and, consequently, incur an administrative penalty of up to USD4,300 which is
equivalent to approximately RM19,000.
As at the LPD, in view that our Group has yet to identify a suitable land for acquisition, SkyWorld
Vietnam had on 17 October 2022 submitted an application to ERC to reduce its charter capital to
USD200,000 and the approval from DPI may take up to 3 to 4 weeks.
In addition to the steps and / or proposed steps to be taken by our Group as set out above, our
Directors have / will further implement the following measures to enhance the internal control
system of our Group and to prevent recurrence of the non-compliance incidents:
(i) our Group had implemented the Tax Corporate Governance Framework and Guidelines
on 1 July 2022 to manage tax matters systematically, promote tax compliance and
reduce tax risk. The framework and guidelines set out the roles and responsibility, tax
strategy and policy and detail guidelines on managing tax matters, to ensure that relevant
tax submission and tax payment timelines are duly adhere and proper reviewing process.
(ii) our Group has established policies, procedures and guidelines to manage its compliance
risk among others including:
(b) PDPA Policy, to ensure compliance with the PDPA and provide protection of
personal data including safeguarding against misuse and regulate the collection,
use and / or disclosure of personal data for commercial transaction.
The Compliance Monitoring Framework and PDPA Policy will be presented to our Board
for approval by December 2022. Thereafter, both will be implemented within 1 month
from the date of our Board’s approval.
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(iii) on 23 September 2022, our Group have established an Audit & Risk Management
Committee which comprises entirely of Independent Non-Executive Directors with duties
and obligations of, amongst others, together with the internal control consultants and
external auditors, to evaluate the system of internal controls and reporting the same to
our Board, to review the adequacy and effectiveness of the risk management and internal
control framework for our Group, reviewing significant risks identified (including
operational, financial, regulatory compliance, sustainability and reputational risks) and
assessing the mitigating actions put in place to manage these risks, as well as reviewing
the adequacy of resources for managing the risk management and internal control
framework of our Group.
(iv) Our Group has engaged an internal control consultant for the purpose of assessing the
adequacy of internal controls and risk management practices of our Group in conjunction
with our Listing. The internal control consultant has since completed their review work in
August 2022. Pursuant to the findings highlights in the internal control consultant report,
we have undertaken measures and actions plans such as adopting the Tax Corporate
Governance Framework and Guidelines and established the Compliance Monitoring
Framework and the PDPA Policy to address the identified gaps / lapses for internal
control.
(v) after the Listing, our Group will appoint internal control consultants to conduct
independent assessment on the adequacy and effectiveness of our Group’s internal
control systems and shall report directly to our Audit & Risk Management Committee.
Our Group will also engage professionals where necessary to provide trainings to the
Directors and employees to develop a clear understanding of matters related to our
Group’s internal controls and compliances to enhance our Group’s policies and
processes and implementation of the same.
As at the LPD, the material tax penalty imposed by relevant authorities on our Group are as
follows:
There were additional tax charged by the Inland Revenue Board (“IRB”) for YA 2016 and
YA 2017 amounting to RM2,497,060.80 and RM12,257.52 respectively, arising from the
findings during tax investigation conducted by the IRB.
The company, as the land owner in several joint venture developments, submitted its tax
returns that recognised the income from the joint venture projects only upon its
completion. However, pursuant to the findings during tax investigation conducted by the
IRB, the income from the joint venture developments should have been recognised over
the development periods based on the percentage of completion basis instead of only
recognised upon its completion. As a result, additional tax was charged due to tax
adjustments made in respect of the basis of recognition for income from the joint venture
developments.
The IRB has also imposed penalties on the additional tax charged under Section 113(2)
of the Income Tax Act 1967 (“ITA”) amounting to RM1,124,165.80 and RM5,515.88
respectively.
As at the LPD, the additional tax and penalties have been fully settled.
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YA 2019
On 14 December 2018, NTP World Corporation submitted its Goods and Services Tax
(“GST”) Return for taxable period from 1 August 2018 to 31 August 2018 to the Royal
Malaysia Customs Department (“RMCD”) with a GST payable amounting
RM2,944,359.17 which was due for payment on 29 December 2018.
On 24 December 2018, NTP World Corporation written to the RMCD requesting to utilise
approved GST credit amounting RM2,045,462.67 to offset against the GST payable.
On 29 January 2019, the RMCD issued a notice of payment to NTP World Corporation
informing that the amount of tax due and payable in respect of the taxable period from 1
August 2018 to 31 August 2018 amounting to RM886,474.95 was still outstanding and a
penalty of RM221,618.74 under Section 41(8) of the Goods and Services Tax Act 2014
(“GST Act”) has been imposed on NTP World Corporation. The late payment was due
to an oversight by our Group.
The penalty and the amount of tax owing had been fully settled on 26 February 2019.
YA 2021
There was a penalty on late payment of the 1 tax instalment amounting to RM59,114.60
under Section 107(9) of the ITA imposed by the IRB due to an oversight by our Group.
Save for the 1 tax instalment, the remaining 11 tax instalments were settled on a timely
basis.
YA 2019
There was a penalty on omission of the 1 tax instalment payment for tax estimation
amounting to RM12,426.30 under Section 107C(9) of the ITA imposed by the IRB due
to temporary cash flow constraints resulted from settlement of the ICP / IMTN of our
Group during the year. Save for the 1 tax instalment, the remaining 11 tax instalments
were settled on a timely basis.
YA 2020
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In addition, the IRB had on 17 November 2021 issued a notice to the company for
additional tax charged of RM29.249.28 arising from the findings of the tax audit
conducted by the IRB for YA 2018 to YA 2020. The additional tax charged was mainly
due to the timing of recognition of income from the sales of 2 completed units which were
recognised based on the date of vacant possession as per audited financial statement,
in the tax return submitted, instead of the signing date of the SPA.
Additionally, a penalty was imposed under Section 113(2) of the ITA amounting to
RM13,162.18 for the additional tax charged.
As at the LPD, all additional tax and penalties have been fully settled.
YA 2021
There was a penalty on late payment of the 1 tax instalment amounting to RM5,539.00
under Section 107C(9) of the ITA imposed by the IRB due to an oversight by our Group.
Save for the 1 tax instalment, the remaining 11 tax instalments were settled on a timely
basis.
YA 2018
Citra Amal had on 29 November 2018 (i.e. before the payment due date on 30 November
2018 for the balance tax payable for YA 2018) wrote to the IRB to request for the balance
of tax payable amounting to RM5,655,194.72 to be settled in the following manner:
(i) partially by utilising tax credits available from related companies accumulated up
to the YA 2018 amounting to RM3,718,290.22; and
There was no official response from the IRB on the request by the payment due date. As
a result, a late payment penalty of RM876,555.17 was imposed under Section 103/103A
of the ITA.
On 18 February 2019, Citra Amal has made a partial payment of RM479,477.60 to the
IRB.
Citra Amal had on 20 February 2019 wrote to the IRB to request for the outstanding
balance tax payable for YA 2018 of RM6,052,272.29 (RM5,655,194.72 + RM876,555.17
– RM479,477.60) to be settled in 24 monthly instalments. The IRB approved the request
via their letter dated 1 March 2019. Following from there, 24 post-dated cheques were
issued to the IRB.
As at the LPD, the balance of tax payable and late payment penalty have been fully
settled.
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YA 2019
Citra Amal had on 26 November 2019 (i.e. before the payment due date on 30 November
2019 for the balance tax payable for YA 2019) wrote to the IRB to request for the balance
of tax payable amounting to RM8,620,264.32 to be settled in 36 monthly instalments.
There was no official response from the IRB on the request by the payment due date.
On 7 January 2020, Citra Amal’s tax agent wrote to the IRB to request for the outstanding
balance tax payable (RM8,620,264.32 – RM862,026.43) together with penalties
(RM1,293,040.14 + RM430,532.00 + RM96,815.62) to be settled in 36 monthly
instalments.
The details of the penalties imposed by the IRB in respect of YA 2019 amounts to the
following:
(a) RM1,293,040.14 for late payment of the balance of tax payable under Section
103/103A of the ITA;
(b) RM430,532.00 for omission of payment of the 1st to 5th monthly tax instalments
under Section 107C(9) of the ITA due to temporary cash flow constraints resulted
from settlement of the ICP / IMTN of our Group during the year; and
(c) RM96,815.62 for underestimation of tax payable under Section 107C(10) of the
ITA due to non-deductible expenses being treated as deductible expenses in
estimating the tax for YA 2019. These expenses mainly consists of finance cost
for SkyAwani Residences.
The IRB approved the request via their letter dated 25 February 2020. Thereafter, 36
post-dated cheques were issued and submitted to the IRB.
As at the LPD, save for the remaining 4 monthly instalments total amounting to
RM1,064,321.15 pending for clearance, the company have settled the balance tax
payable and all the penalties due to the IRB.
YA 2020
YA 2015
There was a penalty on underestimation of tax amounting to RM22,889.93 imposed by
the IRB under Section 107C(10) of the ITA, mainly due to underestimation of
development progress for Ascenda Residences.
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YA 2016
There was a penalty on omission of the 1st tax instalment payment for tax estimation for
YA 2016 amounting to RM153,616.79 under Section 107C(9) of the ITA imposed by the
IRB due to an oversight by our Group. Save for the 1st tax instalment, the remaining 11
tax instalments were settled on a timely basis.
YA 2020
On 17 August 2021, IRB has imposed a penalty of RM441,659.08 under Section 113(2)
of the ITA, mainly due to the voluntary revision of tax return to rectify the error for double
claimed of the finance cost in the tax return submitted.
YA 2021
YA 2019
There was a penalty on omission of the 1 tax instalment payment for tax estimation
amounting to RM23,244.00 under Section 107C(9) of the ITA imposed by the IRB due
to temporary cash flow constraints resulted from settlement of the ICP / IMTN of our
Group during the year. Save for the 1 tax instalment, the remaining 11 tax instalments
were settled on a timely basis.
Notwithstanding the above, several Subsidiaries within our Group were imposed with tax
penalties due to underestimation of tax payables and late payment of withholding tax and service
tax during the Financial Years Under Review. These tax penalties are immaterial to our Group.
To reduce the risk of non-compliance and improve the overall handling of tax administration
matters:
(i) our Group had since April 2021 and will continue to hold regular quarterly internal
meetings between the sales, project and finance departments to discuss and identify any
significant change in financial estimates / projections which may entail significant tax
impact. The meetings are conducted to ensure that information is obtained and received
by our finance department in a timely manner in order to estimate the profit as accurately
as possible to avoid significant underestimation of tax. This will also allow our Group to
manage cash flow more effective and efficient thus ensuring settlement of tax payable is
made on a timely basis;
(ii) further, our Group had implemented the Tax Corporate Governance Framework and
Guidelines on 1 July 2022 as recommended by the Internal Control Reviewer to ensure
relevant tax submission and tax payment timelines are duly adhere with and proper
reviewing processes are in place;
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(iii) in addition to the assignment of a dedicated finance personnel to monitor monthly tax
instalment payment since March 2021 and the recruitment of a finance manager in June
2022 whose work scope include reviewing tax related matters, our Group is in the midst
of identifying additional human resources with appropriate experience to handle tax
planning, administration and tax compliance related matters; and
(iv) our Group will engage external tax expert to advise on the tax treatment for any significant
transaction before the transaction take place.
In view of such measures, our Group believes that it will be able to ensure timely payment of tax
and continuously improve the accuracy of estimation of tax payable by our Group.
7.23.2 Proposed establishment of an ICP and IMTN programme of RM300.00 million in nominal
value and issuance of ICP and IMTN thereunder
Our Group intends to establish via our Subsidiary, SkyWorld Capital, a rated ICP and IMTN
programme of RM300.00 million in nominal value under the Shariah principle of Wakalah Bi Al-
Istithmar (“ICP and IMTN Programme”) and issue ICP and IMTN thereunder.
The tentative timeline for the ICP and IMTN Programme is as follows:
Tentative Timeline
Lodgement of ICP and IMTN Programme to the SC End of November 2022
1st Stage Submission of the Proposed Listing End of October 2022
Lodgement of Information Memorandum for the ICP and End of December 2022
IMTN Programme
The ICP and IMTN Programme will be utilised for the following purposes:
(a) to utilise RM100,000.00 from the first issuance under the ICP and IMTN Programme to
fund the ICP and IMTN trustee’s reimbursement account;
(b) to finance the investment activities, capital expenditure, working capital requirements and
/ or other general corporate purposes of SkyWorld Capital and our Group;
(c) to defray the fees and expenses relating to the ICP and IMTN Programme;
(d) for repayment of SkyWorld Capital and our Group’s existing conventional borrowings; and
(e) for repayment of any existing or future Islamic financings undertaken by SkyWorld Capital
and / or our Group (including for purposes of redemption or rollover).
The salient terms of the ICP and IMTN Programme are as set out below:
IMTN: At least one (1) year and up to seven (7) years as may be
selected by the Issuer and shall mature on or before the expiry of
the ICP and IMTN Programme.
Underwriting The ICP and IMTN Programme will not be underwritten.
Notwithstanding this, SkyWorld Capital may arrange for the ICP
and IMTN Programme to be underwritten in part or in full based on
underwriting fees and yields to be agreed then with the
underwriter(s).
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Kenanga IB have been appointed as the Principal Adviser, Lead Arranger, Lead Manager and
Facility Agent for the establishment of the ICP and IMTN programme. Additionally, Newfields
Advisors and RDS have been appointed as the Financial Adviser and Solicitor for the
establishment of the ICP and IMTN programme, respectively. Please refer to Section 11.3 of this
Prospectus for the disclosure on conflict of interest.
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We are committed to achieving sustainability goals to build economic, environment and social
responsibilities, and effective corporate governance into all aspects of our business and
operations. We believe in staying transparent, innovative and continue to stay relevant are keys
to driving a sustainable business.
We will develop our sustainability framework based on the following frameworks and standards:
• MCCG.
We strive to improve in our sustainability journey and as part of this initiatives, we are also being
guided by international sustainability frameworks and standards which include:
Sustainability Governance
SkyWorld acknowledges good corporate governance and transparency are intrinsic to achieve
responsible and sustainable growth. Our Group intends to put in place a clear governance
structure to ensure that all sustainability measures and efforts are carried out effectively as shown
below:
Board of Directors
Our Board holds the highest authority over our Group’s sustainability strategy and governance,
reviewing and approving all sustainability-related policies and initiatives, and ensures that
sustainability is practiced across all business operations.
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Our Chief Executive Officer will lead the implementation of sustainability strategies and approved
targets and market disclosures of our Group and works with the Sustainability Working
Committee to review existing strategies for continuous improvement, along with providing
oversight for our Group’s sustainability risks and opportunities.
The Sustainability Working Committee will oversee and monitor the execution of SkyWorld’s
sustainability initiatives and sets relevant targets. The Sustainability Working Committee reports
directly to our Chief Executive Officer and comprises representatives from relevant functions
across our Group, namely Finance, Operation, Product, Customer Advocacy, Brand
Communication and Talents.
Based on Bursa Securities’ Main Market Listing Requirements for Sustainability, the SRG and
other sustainability frameworks and standards, we will formulate our materiality assessment
process into 5-phases approach as follows:
We will evaluate and identify our sustainability practices based on sustainability practices,
activities and initiatives that SkyWorld has and we will populate the result in a database. From
the database, we will align it with local and global sustainability frameworks and standards.
Subsequently, we will then identify who are stakeholders significant to us and impacted by our
business operation.
From the result of the database and stakeholder’s engagement assessment, we will identify
material sustainability matters and assess its prioritisation, looking at its significance, both from
the perspective of our business and stakeholders. The result of prioritisation will be validated
through several discussions by the senior management and will be presented to the Board of
Directors for approval. The approved sustainability material matters will be our sustianability
materiality profile.
Stakeholders Management
Communications and stakeholders’ engagement are key aspects of driving sustainability within
SkyWorld. Communication is vital to increase awareness and understanding both within and
outside of our Group.
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The approach also enables the message of sustainability to reach key communities or groups
and also provides a channel to garner insights, feedback and opinions from stakeholders.
Ultimately, effective communication gains strong support for SkyWorld’s sustainability journey
and its supporting strategies and efforts. Our engagement methods with stakeholders are
highlighted in the table below:
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Our management has identified potential key sustainability material topics where we have and
can make significant impacts and contributions. In view that it is an ongoing challenge, we
address these challenges as part of opportunities, and frame around our business operations.
Starting with our priority sustainability topics, we will map the impact of building a portfolio of
goals that are aligned with our sustainability and business strategies. These potential key
sustainability material topics will be taken into consideration while developing our Sustainability
Framework and can be summarised by the following themes:
Details explanation of each of the material sustainability matters is explained in the following
section.
(1) Governance
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(2) Economic
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(3) Environment
We are keenly aware that our business has an effect, directly and indirectly, on the
environment. As such, we will strive to adopt environmentally sustainable practices to
avoid or minimise environmental damage, preserve the native and built environment and
promote environmental preservation and growth where possible. Moving forward, we will
develop guidelines, policies and practices to preserve, sustain and promote our
environment while carrying out our business activities.
The followings are some of the business activities we have carried out as part of our
environmental sustainability and responsible practices:
Green Lungs
• artificial lake using filtered natural water from rain, run-offs and
underground water;
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The green lung and recreation area is built next to EdgeWood Residences,
which is GreenRE certified, a system set up and certified by REHDA. GreenRE's
standards and certification process are in line with the UNSDGs and World
Green Building Council’s commitment towards achieving a net zero future.
Climate change has serious impacts towards our property sector and as
Malaysia is getting warmer with average temperatures slowly increasing, issues
caused by climate change are starting to slowly unfold within the real estate
sector. Extreme weather events like floods, droughts, and rising sea levels may
cause a decrease in property prices in high-risk areas, as people would be aware
of the devastating impacts of such events. People are less likely to buy in
properties at high-risk areas, considering it’s a known fact that adequate
preventive measures are still widely insufficient and ineffective in Malaysia.
All our projects require compliance with the environmental law and regulations.
A development order and approved building plans must be obtained prior to the
commencement of any construction on land. During construction activities,
SkyWorld is required to monitor any environmental impacts as well as comply
with the relevant laws and regulations.
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(4) Social
The success of our business is dependent on our employees who helped in developing
and growing our business. We are also dependent on the local community which are
families and friends of our employees, providers of supporting products and services as
well as our customers for the properties that we develop. As such, we have a social
obligation to care for them and where possible assist in their welfare for they are our
stakeholders in our business operations.
Our Group place a strong emphasis on providing a safe and healthy environment
for our employees. We are committed to and legally obligated to protect the
health and safety of our employees and have made health and safety a
management priority. We expect our employees at all levels to take precautions
to avoid injury to themselves and others, as well as to co-operate with the
implementation of the health and safety guidelines.
(iii) to attend all training sessions related to their job and participating in a
safety committee when requested;
(iv) to report and contain unsafe conditions and taking appropriate steps to
eliminate and reduce hazards; and
(v) to ensure their own safety, as well as that of others in the workplace.
Our primary concern relate to health and safety is to prevent work-related injuries
or illness from happening. Aside from reporting accidents and injuries, any
potential safety hazards, safety recommendations, and health and safety related
concerns should be reported respective superior.
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• We achieved QLASSIC scores ranging between 76% and 79% for the 3
completed affordable developments comprising SkyAwani Residences
(76%), SkyAwani II Residences (79%) and SkyAwani III Residences
(79%).
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As we move forward, we are evolving and streamlining our business structure to fully
leverage our competitive advantages – in scale, integration, technology, functional
excellence, and our highly skilled people. With our Listing, we will refine our strategies
aligning it with our business development, product innovation and solution, and low
carbon businesses along market-focused value chains to improve line of sight to
customer needs and drive accountability.
As at the LPD, we are developing our sustainability framework including relevant policies
and procedures to promote and maintain compliance with the Listing Requirements. Our
sustainability governance framework will also include various working groups, governing
committees, reporting structures and frequencies, and roles and responsibilities.
This will position us to deliver greater shareholder returns as well as managing various
stakeholders’ expectation across a broad range of future transition scenarios. We strive
to be an innovative property developer, supplying properties that people need to live
healthy and prosperous lives in an ever-changing world. We are committed to continuing
to provide critical accommodation solutions that support a lower-emission future and
create sustainable value for all stakeholders.
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8.
13. INDEPENDENT
ACCOUNTANTS’MARKET
REPORTRESEARCH REPORT
11 November 2022
Vit,l Factor Consulting Sdn Bhd
Company No.: 199301012059 1266197-T)
We are an independent business consulting and market research company based in Malaysia. We commenced
our business in 1993 and , among others, our services include the provision of business plans . business opportunity
evaluations, commercial due diligence, feasibility studies, industry assessments and market studies. We have also
assisted in corporate exercises since 1996, having been involved in initial public offerings, takeovers , mergers and
acquisitions, and business regularisations for public listed companies on Bursa Malaysia Securities Berhad (Bursa
Securities) where we acted as the independent business and market research consultants. Our services for
corporate exercises include business overviews, independent industry assessments, management discussion and
analysis, and business and industry risk assessments.
We have been engaged to provide an independent assessment of the above industry for inclusion in the prospectus
of SkyWorid Development Berhad for the listing of its shares on the Main Market of Bursa Securities. We have
prepared this report independently and objectively and had taken all reasonable consideration and care to ensure
the accuracy and completeness of the report. It is our opinion that the report represents a true and fair assessment
of the industry within the limitations of, among others. the availability of timely information and analyses based on
secondary and primary market research. Our assessment is for the overall industry and may not necessarily reflect
the individual performance of any company_ We do not take any responsibility for the decisions, actions or inactions
of readers of this document. This report should not be taken as a recommendation to buy or not to buy the securities
of any company.
Our report may include information, assessments. opinions and forward -looking statements, which are subject to
uncertainties and contingencies. Note that such statements are made based on, among others, secondary
information and primary market researCh. and after careful analysis of data and information, the industry is subject
to various known and unforeseen forces, actions and inactions that may render some of these statements to differ
materially from actual events and future results.
Y~nc/
wok:
Managing Director
Wooi Tan has a degree in Bachelor of Science from The University of New South Wales, Austra lia and a
degree in Master of Business Administration from The New South Wales Institute of Technology (now known
as University of Technology , Sydney). Australia. He is a Fellow of the Australian Marketing Institute and
Institute of Managers and Leaders. He has more than 20 years of experience in business consulting and
market research. as well as aSSisting compan ies in their initial public offerings and listing of their shares on
Bursa Securities.
1
344
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8.
13. INDEPENDENT
ACCOUNTANTS’MARKET
REPORTRESEARCH REPORT (CONT’D)
1. INTRODUCTION
2.1 Gross Domestic Product of Malaysia's Economy and the Property Development Industry
; ,
• Gross Domestic Product (GOP)
measures the gross value added to the ~ mH1 l2lH.1
• Malaysia 1.6% -1 .3%
output of goods and seJ'\lices in a [] Property deVelopment industry -5.9% -15 .7%
country or sector during a specified
10%
period . Real GOP provides a measure
of "real" changes in output over time,
due to changes in the quantity of 0%
goods and services produced , rather
than changes in their prices.
-1""
• In 2021 , the real GOP of Malaysia
recovered to grow by 3.1% after a
decline of 5.5% in 2020, supported by -20%
a recovery in domestic demand and
the implementation of various . . .
assistance and economic stimulus Department of Statistics Ma laYSJa (DOSM»
packages (Source: Ministry of Finance (MoF)) . As for the property development industry,
real GOP contracted at a lower rate of 13.1% in 2021 compared to a decline of 18.3% in
2020. In 2021 , the property development industry was valued at RM17.8 billion in terms of
nominal GOP (Source: DOSM) .
• For the first three quarters (30) of 2022 , Malaysia's real GOP grew by 9.3% compared to
the 30 2021 ,' mainly supported by growth in the domestic economy, steady expansion in the
external sector and continued improvement of labour market conditions. According to the MoF,
the Malaysian economy is estimated to achieve a real GOP growth between 6.5% and 7.0 %
in 2022 and forecasted real GOP growth between 4.0% and 5.0% in 2023. The economic
recovery is dependent on factors including the successful containment of the COVIO-19
pandemic as well as the mitigation of downside risks such as geopolitical uncertainties, global
inflation and tightening financial conditions. (Source: DOSM and MoF)
• The real GOP of the property development industry recovered to grow by 26.8% for the 30
2022 compared to a decline of 12.9% for the 30 2021 , mainly supported by improved
activities in leasing and renting as well as Government initiatives such as the Keluarga
Malaysia Home Ownership Initiative (i-MILlKI) and Malaysia Housing Financing Initiative (i-
Biaya) under the Home Ownership Programme (HOPE). In 2023, the property development
industry is projected to grow on the back of a stronger housing market and rental activities
following higher home ownerships and tenancies as a result of Govemment initiatives such
as the Malaysia Premium Visa Programme and i-MILIKI. (Source: DOSM and MoF)
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o 2.2
VITAL FACTOR CONSULTING
Creeling Winn ing Busi ness Sollllions
• In 2021. the volume and value of residential property transactions in FT KL grew by 4.9%
and 17.6% respectively due to growth across all Mukim in FT KL except KL City Centre and
Mukim Petaling. Improvements in employment prospects and the low-interest rate
environment further supported housing demand (Source: Bank Negara Malaysia (BNM)).
• In the first half of (H1) 2022, residential property transactions in FT KL continued to grow by
28.4% and 58.1% by volume and value respectively, compared to H1 202 1 (Source:
NAP/C) .
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Volume of Residential
2017
Pr~perty
2018
Transactions· in FT KL by Price Range
2019 20 20 2021 CAGR CAGR
Units Yoy~ Units YoV% Units YoY% Units YoY-;' Units YoY% '17-21 1 (' 19-211
FT KL
RM300,OOO and below
10,856
3,459
-3.5 10,983
-4. 3,589
1.2 11 ,100
3. 3,702
"j'0,.O
.
3.1 3,102 -16.
-4.5 11 ,1 29
3,262
4.
5.
0.6%
-1.5%
0.1%
-6.1%
RM300,OOl-RM500,OOO 2,335 -8. 2,482 6. 2,665
7. 3, 114 16. 2.965 -4.8 6.2% 5.5%
-5.
2,661 -9. 2,646
RM500,OO1-RM1 million 2,820
-5~ 2,67 1 0.4 2,422 9. -1.6% -0.5%
Above RM 1 million 2.242 7. 2,251 O. 2.062 -8.4 1 968 -4. 2,256 14. 0.2% 4.6 %
-
Includmg sales of new and sub-sale properties, YoY Year-on -year growth. (Source. NAPIC)
• In 202 1, all residential property price segments experienced an increase in the volume of
transactions except for properties priced between RM300,001 and RMSOO,OOO, which declined
by 4.8%. In H 1 2022 , the volume of residential property transactions of all price segments grew
compared to H1 2021 , especially properties priced between RMSOO,OO1 and RM 1 million, and
above RM 1 million, which grew by 40.2% and 46.1% respectively. (Source: NAP/C)
• In 202 1, high-rise resi dential properties accounted for approximately 70.0% (7,786
transactions) of the total volume of residential property transactions in FT Kl. The remaining
30.0% were landed residential properties, vacant plots and other residential properties such
as kindergartens and hostel units. In 2021 , 70.9% of the total volume of high-rise residential
property transactions in FT Kl were condominiums and apartments while the remaining 29.1%
of transactions were flats and Iow-cost flats (Source: NAPIC).
Volume of Res idential Proper~_Jra nsa cti ons · in FT KL bv TVDe
2017 2018 2019 2020 2021 I CAGR CAGR
Un its YoY"/, Units YoY'" Units Yo Y% Units YoY'" Un;l$ YoY% (' 17-21 1 ('19-21 1
, ,~ 10,606
4~
FT KL 10,856 -3. 10,983 1. 11,100 -4. 11,129 0.6% 0.1%
High-rise(1 1 7,575 5. 7,796 -2. 7,786 -0.1 -1.5%
Landed(21 3,104
-4.1 7,604
-1.E 3, 147 ,..
O. 8,022
2,888 -8. 2,655 -8.1 3,078 15. -0.2% 3.2%
0.7%
Others(31 in - 10. 232 31.1 190 - 18.1 155 - 18. 265 71 .0, 10.6% 18.1%
-Includmg sales of new and sub-sale propertIes, YoY-- Year-on-year growth. Notes . ( 1) Includes
condominiums, apartments, flats and low-cost flats. (2) Includes singlel2..J storey tenace, singlel2-3 storey
semi-detached, de/ached, cluster; low-cost houses and townhouses. (3) Includes vacant plots and other types
of residential properties such as kindergartens and hostel units. (SoufCe: NAP/C)
• As SkyWor1d Group is also involved in the development of mainly serviced apartments under
commercial development, the following section examines the performance of the commercial
property market in FT Kl. Commercial property transactions accounted for 7.5% or 22,428
units of the total volume of 300,497 units of properties that were transacted in Malaysia in
202 1 (Sourr;e : NAP/C).
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FT Kl
RM300,OOO and below -0.5% -6.5%
2.0% -3.0%
RM500,OO1-RMl 2,5% -8. 7%
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• In 2021 , the highest volume transacted for commercial properties in FT Kl was properties
costing above RM50Q,QOO which represented 66.7% of the lolal volume of commercial
property transactions in FT Kl. In H1 2022, commercial properties of all price segments grew
compared to H1 2021 , where the price segment of RM500,001 to RM1 million grew the most
by 79.0% (Sou",o: NAP/C).
• In 2021 , high-rise commercial properties represented 82.5% (2,681 transactions) of the total
volume of commercial properties transacted in FT KL, while the remaining 17.5% were shops,
vacant plots as well as other commercial properties such as fire stations and clubhouses.
• In 2021 , 67.3% oflhe total volume of high-rise commercial property transactions in FT KL were
serviced apartments while the remaining 32.7% were shopping complexes, shop units/retail
lots, purpose-built offices, office lots, small office home office ( SOHa l/smail office flexible
office (SOFO)/small office virtual office (SOVO), hotels and leisure properties.
Volume of Commercial Propernr. Transactions· in FT KL by Type
2017 2018 2019 2020 2021 I CAGR CAGR
Units YoY% Units YoY"!. Units YoY% Units YoY°t. Units YoY% {'17·21) {'19·21)
FT KL 3,238 1. 4,079 26. 3,974 _2. 3,072 -22. 3,251 5.• 0.1·/. ·9.6%
Hi9h-rise(1) 2,720 O. 3,397 24. 3,397 O. 2,550 -24. 2,681 5.1 -0.4% -11 .2%
Landed(2) 476 5. 610 26. 529 -13. 475 -10. 496 4 .4 1.0% -3.2%
Olhers(31 42 35. 72 71. 4. -33. 47 -2.1 74 57.4 15.2% 24.2%
· -
Including sales of new and sub-sale properties, YoY - Year-on-year growth. Noles. ( 1) Includes Shopping
complexes, shop unitsiretaillOls, purpose-buil! offices, office lots, SOHO/ SOFO/ SOVO, hotels, leisure properties
as well es serviced apartments. (2) Includes shops. (3) Include vacant plots as well as other types of commercial
proporties such 8S fire stations and clubhouses. (Source: NAP/C)
• In 2021 , the volume of high-rise and landed commercial property transactions in FT KL grew
by 5.1% and 4.4% compared to declines of 24.9% and 10.2% in 2020 respectively. In H1 2022 ,
high-rise and landed commercial property transactions in FT KL continued to grow by 60.3%
and 74.9% respectively, compared to H1 2021 (Source: NAPIC).
• The supply of residential and commercial properties will indicate the potential properties that
are coming on-stream for sale in the Mure. As such, an increase in the supply of residential
and commercial properties will add to the competitive pressure on property developers. This
will also have an impact on the overall property over11ang situation.
Future Sl:!pply.of Hiah-rise Residential and Commercial Procerties
High.rise Residential Supply(1) (units) High-ris e Commercial Supptym (units)
Incoming Planned Future1a) Incoming Planned Future!))
Malaysia
2019 199,451 190,708 390,159 147,559 198,812 346,371
2020 192,066 183, 101 375,16 165,041 182,350 347,391
2021 172,070 181 ,387 353.45 193,495 178,578 372,073
Change C20-21) -10.4% -0.9% -5.8% 17.2% -2.1% 7.1%
CAGR (, 19-2 1) -7.1% -2 .5% -4.8% 14.5% -5.2% 3.6%
FT KL
2019 46,199 61 ,819 108,018 45.647 88,921 134,568
2020 52 ,975 58,820 111 ,795 55,974 75,678 131 ,652
2021 42 ,510 63,389 105,899 74,309 65,986 140,295
Change C20-21 ) -19.8% 7.8% -5.3% 32.8% -12.8% 6.6%
GAGR (' 19-21) -4.1% 1.3% - 1.0% 27.6% -13.9% 2.1%
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Notes: (1) Includes condominiums, apartments, flats and low-cost flats. (2) Includes shopping
complexes, serviced apartments, SQHO, purpose-built offices and hotels. (3) Future supply '"
incoming supply + planned supply. (Source: NAPIC)
• In 2021 , the future supply of high-rise residential properties in Malaysia declined by 5.8%
while high-rise commercial properties increased by 7,1%. Similarly, in FT KL, the future
supply of high-rise residential properties declined by 5.3% while high-rise commercial
properties increased by 6.6%.
• Overhang properties refer to completed and launched properties that remained unsold for
more than nine months. In 2021 , the volume of high-rise overhang residential properties in
FT KL increased by 29.8% while new launches of high-rise residential units declined by
41 ,0%. As for the overhang of hig h·rise commercial properties in 2021, FT KL recorded an
increase of 10.2% in volume compared to 81.4% in 2020. (Source: NAPIC)
Overhang of High.rise Residential Properti es' Overhang of Hlgh .rise Commercial Properties"
.on MaIaYSla
' .on MI '
a aysla
60.000 20.000 100.000 35.000
J;MiB 2lI1H1 ZIlliill J;MiB 2lI1H1 ZIlliill
19.7% 21 .6%
oVoIume
- V8lue 17.9% 24.9%
15.000 _
"''''''''''
- V alue
39.9%
46.1"
18.2%
16.8% 28,000
75.000
",00: 8
~40,000
."
0
2-
10.000 ~
i ~
~ SO.OOO 15,938
21.874 21 ,74
21,000
,~
,~ 8.461 8,329 8.21 , ~,
:g 20,000
6,73 22,41
2• ~
.
14 000
15,29215,151 15,874 ~ 9.831 25,735 26,56 ~
'n
5.000
'M"
25,000
, 12,714 7.000
4776
6 27h
0 0 0 0
2017 2010 2019 2020 2021 2017 2018 2019 2020 2021
"Include SOHO and seNiced apartments. Note:
2020
No. r:I units 2017 2010
'''' 202'
8.
13. INDEPENDENT
ACCOUNTANTS’MARKET
REPORTRESEARCH REPORT (CONT’D)
""""
t:JVoIume
-Value
=43.6%
40.2%
:IJ>lHl
41 .4%
47.0%
7,000
i
7,500
~28
4,000 I¥ -'
9,000
4.392
4,820
I
~ ',000 2.478 2.439
2,781
• ~
, 6,000
5.152 3,500 ~
3.861
"• 4,677
~
2.500
,:0
987
Pi
92 2,540
2,974 2,OOOj ~
3,000
'~
1.958
'rl
2.232
2.576
i
0 0 0 0
2017 2018 2019 2020 2021 2017 2018 2019 20,. 2021
No. 01 units ,.17 2018 ,." 2020 202' "Include SOHO and serviced apartments. Note:
.Include oondolmmums,
,~"'" 17,711
. .
9,665 8,71>0 8,«8 4.983
apartments, nats and low-cost flats. (Soun;e . NAPIC)
Based on availability of statistics. (Sourr.;e: NAPIC)
• Demand for residential and non-residential properties includ ing commercial properties
ultimately depends on the overall population and the urbanisation rate of Malaysia and
within the specific locality of the properties . In 2022, the total population of Malaysia and FT
KL is estimated at 32.7 million and 1.9 million respectively, compared to 32.4 million and
2.0 million in 2020. In 2020, being the latest available statistics, the urbanisation rate of
Malaysia reached 75.1% compared to 70.9% in 2010, while FT KL is 100% urbanised .
(Source: DOSM)
• The cost of living, which is affected by inflation also affects the demand for residential and
non-residential properties. Inflation, as measured by the consumer price index (CPI), is the
increase in prices of goods and services over time. A high CPI indicates that people have
lower disposable income to service housing loans , which may dampen housing demand. In
September 2022, the CPI increased by 4 .5% compared to September 2021 (Source: BNM).
3.2 Loans and Interest Rate Residential and Non-residential Property Loans
8.
13. INDEPENDENT
ACCOUNTANTS’MARKET
REPORTRESEARCH REPORT (CONT’D)
Q 4.
VITAL FACTOR CONSULTING
Crea ti ng Winning Bu siness Solution s
• As part of Sk.yWorld Group's strategies and plans involves expanding its high-rise property
development operations to Vietnam, the following section provides an assessment of the
residential property development industry in Vietnam .
Residential Property Transactions· • Apartments and Detached Houses in Vietnam
• As of 2021 , the total inventory of apartments in Vietnam was estimated a12 ,286 units , which
was significantly lower compared to the inventory of apartments in 2020 of approximately
9,000 units. Meanwhile, the transaction volume of apartments and detached houses grew
by 61 .6% in H1 2022 compared to H1 2021 , and further experienced growth of 339.1% in
the third quarter (03) of2022 compared to 03 2021 due to the low base in 032021 (Source :
MOe Vietnam) . The recovery in transaction volume of apartments and detached houses
coupled with the limited supply of apartments may provide opportunities for operators in the
property development industry.
• The property market in Vietnam may also be affected by the availability of financing as a
result of government policies. On 18 March 2022 , the State Bank of Vietnam (SBV)
promulgated an action plan detailing the tasks and measures relating to the banking sector's
mandate and responsibilities, which included among others, the strict control of credit in
potentially risky sectors. Additionally, the Official Dispatch No.311 /CD-TIg dated 11 April
2022 required relevant agencies to correct and stabilise the operations of the corporate
bond market through measures such as close monitoring and supervision. The credit
restrictions, coupled w ith increased scrutiny of the corporate bond market may result in the
narrowing of capital flow to the property development industry which relies largely on credit
and corporate bonds. This may have an impact on the supply of housing in Vietnam.
• In December 2021 , the Prime Minister signed Decision No. 2161 /00-TTg approving the
national housing development strategy for the period of 2021 to 2030, with a vision toward
2045. Some of the targets outlined included reaching the average housing floor area per
person of 27 square meters (m2) by 2025 and 30 m2 by 2030, as well as increasing the
share of permanent houses nationwide to the range of 85% to 90% by 2030.
• The Government of Vietnam had introduced policies and incentives to encourage the
development of housing , especially social housing for low-income groups , industrial
workers, officials and civil servants as well as students (Source: The National Assembly of
the Socialist Republic of Vietnam) . The policies and incentives include among others,
provision of interest rate subsidy of2% per year up to the total limit ofVND40,000 billion
until the end of 2023 for businesses whose loans are used in the construction of social
housing and housing for workers as well as ren ovation of old apartment buildings;
allocation of 20% of the tolalland area in commercial housing and urban area projects
for social housing development, subject to the size of land and status of the city ;
provision of preferential lending interest rate of 4.8% per annum by the Vietnam Bank
for Social Policies for the purchase and renting of social housing as well as construction,
renovation and repair of houses from 1 April 2021 to 1 January 2023 .
2
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13. INDEPENDENT
ACCOUNTANTS’MARKET
REPORTRESEARCH REPORT (CONT’D)
Q 5.
VITAL FACTOR CONSULTING
Crell ting Winning Business Solutions
5 .1 Industry Players
• The following is a selection of public listed companies that are involved in the property
development of hig h-rise residential andfor commercial properties in FT Kl with revenue
exceeding RM500 million, sorted in descending order of Group revenue, The list is not
exhaustive and serves to indicate the performance of a selection of companies that carry
out property development activities similar to SkyWorld Group.
~"I
GP NP
Rev l31 Is GP( 3) Np( 3) ~argln{31 MarglnP)
Company(1) FYE(lj RMmil I-?R"'I
RMm il RMmil RMmii 1%1 1%)
IJM Corporation Bhd Mar-22 4409.0 1 273.7 762.1 885.2' 17.3 20.1·
S P Setia 8hd Dec-21 3762.7 3577.1 1 007.0 347.3 26.8 9.2
Sunwav 8M Dec-21 3717.3 625.7 1 0 12.4 2 738.2' 27.2 73.7'
Sime Darby Property Bhd Dec-21 2219.9 2069.7 563.7 151 .0 25.4 6.8
Eco Worl d Development Group Bhd Ocl-21 2,042.8 2042.8 423.3 182.7 20.7 8.9
Mah Sino GrOUD Bhd Dec-21 1 754.0 1 342 .2 457.2 172.3 26.1 9.8
lBS Bina Group Bhd Dec-21 1 365.8 1 302 .3 444.8 114.9 32.6 8.4
UEM Sunrise 8hd Dec-21 1 184.5 1 090.5 221.0 -212.1 18.7 -17 .9
Matrix Concepts Holdings 8hd Mar-22 892.4 861.7 490.4 200.9 55.0 22.5
Tro!;!icana Corporation 8hd Dec-21 876.0 685.2 362.4 -30.1 4 1.4 -3.4
SkvWorld Groue Mar-22 790 .4 790 .4 249.6 104.3 31 .6 13.2
Paramount Corporation Bhd Dec-21 681.4 672.1 n.a. 42.7 n.a. 6.3
Malton Bhd Jun-22 645.2 367 .1 174.2 75.8 27.0 11 .7
.
UOA Development Bhd Dec-21 547.5 547.5 248.6 228.3 45.4
Includes net profit from dlscontmued operation, # Includes net gain on partial divestment and net profit of
41.7
discontinued operations; FYE= Financial Year Ended; Rev: Revenue; Seg= Segmental; GP= Gross Profit;
NP= Net Profit; Bhd = Berhad; mil: million; n.8.= not available.
Notes : (1) Include their subsidiaries, which may also be involved in property development activities in other states
8S wenas other business acb"vities. The ebove infonnation was sourced from annual reports and Bursa
Securities; (2) Latest available financial information; (3) Derived from properly development activities and may
elso include other business activities; (4) Derived from properly de velopment activities including high-rise and
landed properties as well as related services such as property management and property investment of retail
and car paries.
Maric::et Size of the Property Development Industry and Mantet Share o f SkyWond G roup
FT KL SkyWorld Group
2021 Market Size{l ) FVE 2022 Revenu e in FT KL 2021 Ma rk et Share in FT
tRM million) (RM million)(.Z! KL
High-rise properties 11 ,096 790.4 7%
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6. BARRIERS TO ENTRY
• Some of the barriers to entry for the property development industry include access to
suitable land, adequate capital outlay and working capital. The property development
industry normally operates within a free enterprise environment where supply, demand and
pricing are mainly determined by mar1c.et forces, except for govemment affordable housing and
other similar programmes. Nevertheless, the industry is subject to regulations including the
Housing Development Act, which requires property developers to hold an Advertising
Permit and Developer's license (APOL) to carry out property development activities. As of
September 2021, being the latest available statistics, there were 2,490 APDL holders, of
which 180 of them were from FT KL (Source: Ministry of Housing and Local Government).
• The property development industry is dependent upon, among others , continuing growth of
Malaysia's economy, socia-economic factors such as interest rates , unemployment rales,
lending policies for potential buyers and developers, income level as well as other local and
global factors . BNM's increase in the CPR to 2.7S% on 3 November 2022 may also impact
the property development industry. In addition to the eight economic stimulus packages
worth RMS30 billion provided by the Malaysian government, a further RM332 .1 billion has
been allocated to drive the recovery of the economy as ind icated in the Budget 2022 . The
real GDP of Malaysia grew by 9.3% for the 3Q 2022 compared to the 30 202 1 and is
forecasted to grow between 4.0% and 5.0% in 2023 . Meanwhile , the real GDP of the
property development industry grew by 26 .8% for the 3Q 2022 compared to the 30 2021 .
(Source: DOSM and MoF)
• The Malaysian Government has implemented various in itiatives in the Budget 2022 which
are designed to promote home ownership and these include:
Waiver of real property gains lax for disposal of properties from the sixth year onwards ;
RM1 .5 billion allocation for housing projects targeted towards low-income groups. This
includes the construction of affordable housing under the People's Housing
Programme (PPR) and People's Friendly Home (RMR ) programme, as well as the
repair and maintenance of low-cost housing; and
RM2.0 billion allocation of housing credit guarantee to assist those without a steady
income to buy homes.
• As affordability of housing remains an issue in the residential property market, the Ministry
of Federal Territories introduced affordable housing programmes including the Residensi
Wilayah (formerly known as RUMAWlP) comprising affordable homes priced up to
RM300,000 which has been implemented since 8 April 2013 , as well as Residensi Prihatin
comprising affordable homes priced up to RM200,OOO which was launched on 22 February
2021 . This will continue to provide opportunities for the property development industry.
• In 2022, the Ministry of Housing and Local Govemment introduced HOPE to increase home
ownership among middle and lower-income groups. Under HOPE, i-Biaya was launched on
14 April 2022 to provide home financing facilities to the 840 and M40 groups through the
Housing Credit Guarantee Scheme, My First Home Scheme and Rent-ta-Own scheme.
Additionally , the i-MILIKI initiative which was introduced on 15 July 2022 involved the provision
of a full stamp duty exemption for first-time homeowners of properties priced RMSOO,OOO and
below, and a 50% stamp duty exemption for properties priced above RM500,000 to RM1
million from 1 June 2022 to the end of 2023. Nevertheless, Itle persistent overhang of high-
rise residential properties in FT KL may dampen demand for similar new properties until such
time the overhang situation improves.
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9. RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING KEY RISK FACTORS WHICH MAY HAVE
A MATERIAL ADVERSE IMPACT ON OUR BUSINESS OPERATIONS, FINANCIAL POSITION AND
THE FUTURE PERFORMANCE OF OUR GROUP, IN ADDITION TO OTHER INFORMATION
CONTAINED ELSEWHERE IN THIS PROSPECTUS, BEFORE INVESTING IN OUR COMPANY.
As an urban property developer, we are responsible for the entire development and would bear
all the pre-acquisition and development costs incurred including the following:
(i) pre-acquisition costs which consist of land sourcing costs, cost incurred from feasibility
studies and other related studies including environmental assessment, zoning and traffic
studies; and
(ii) development costs which consist of land and related costs, professional fees such as
fees charged by architects, town planners, surveyors and engineers, costs associated
with the preparation for submission of development planning and building plans, land
preparation cost including demolition and utilities as well as construction costs
comprising contractor fees and building materials, interior finishing works, inspection and
certification works.
In this respect, we are subject to the risk of unanticipated increases in the cost of development
which could arise from among others, environment assessment cost, construction cost
associated with contractor services, building materials and land cost. Furthermore, building
materials such as steel and concrete materials are commodities where the prices are subject to
supply and demand conditions. In the event of any adverse fluctuations in the prices of such
materials which had not been taken into the budgeted development cost, it may affect our overall
development profitability.
In addition, there are submissions and approvals that are required for property development
including planning permission and building plan approvals for the commencement of
developments, as well as advertising permits and developer’s licence for the sale of properties.
In the event of any unexpected delays in obtaining the said approvals, it may result in an increase
in holding costs which may also affect our development profitability.
9.1.2 Our financial performance may be adversely affected by adverse land issues
As an urban property developer, we may be exposed to the risk of acquiring land with adverse
topography, encumbrances or land that may not be feasible for development.
In the event we experience any unforeseen adverse land issues, it may result in the escalation
in our development costs where we may be obligated to increase the selling price of our
properties in order to achieve our desired returns. The increase in the price of our properties may
reduce our competitiveness in the market or reduce the appeal or level of affordability to potential
buyers. Any increases in our development costs may also adversely affect the overall profitability
of our developments. Although we conduct preliminary assessment on the suitability of the land
prior to acquiring them, there is no assurance that we would not experience any adverse financial
impact relating to future land acquisition.
250
Registration No.: 200601034211 (753970-X)
As at the LPD, we have a total of approximately 60.10 acres in our land bank for planned
developments and future developments. In FYE 2020, there was a gross loss of RM10.59 million
for the construction of the SkyArena Sports Complex which was associated with the Land Swap
Agreement in 2014. The land that was acquired through the Land Swap Agreement was partially
used for the development of Ascenda Residences, Bennington Residences and SkyAwani III
Residences which were launched in October 2014, January 2016 and February 2018
respectively. In addition, the remaining lands is being used for 1 on-going development namely
SkyAwani IV Residences and will be used for 2 new planned developments. For further details
of our planned development, please refer to Section 7.7.2 of this Prospectus.
9.1.3 We are dependent on contractors to perform the construction works for our developments
We engaged contractors to carry out our construction works. In this respect, we are reliant on the
performance of our contractors for timely delivery or in meeting our quality specifications. There
is a risk associated with the health and safety practices performed by our contractors or the
untimely completion of construction works which may either result in suspension of works or fines
from the authorities or LAD claims against our Group due to the delays in completion of our
development. Furthermore, in the event our contractors are unable to deliver up to the desired
quality expectations, it may adversely affect our market reputation and sales of our properties.
In FYE 2018, we terminated the services of our contractor for Ascenda Residences due to
disputes and differences in relation to the terms and conditions of PAM Contract 2006 (With
Quantities) i.e. a general form of contract which may be used for a variety of projects by
contractors. However, the progress of the development was not materially affected and was
completed based on the scheduled timeline as the termination took effect when the project was
almost completed. Although this legal dispute was subsequently settled with the contractor by
way of a settlement agreement (further details of the agreement are set out in Section 15.5 of
this Prospectus), there is no assurance that we will not face disputes with our contractors for
other ongoing or future projects resulting in a termination of contract by either party. In the event
we are unable to find a new contractor for replacement in a timely manner, we may face delays in
completion of our development, thus, adversely affecting our market reputation and financial
performance.
For the Financial Years Under Review and up to the LPD, we have not encountered any claims
against our Group that are associated with the performance of our contractors. Nevertheless,
there is no assurance that we would not encounter any adverse financial impact due to the poor
performance, practices or untimely delivery from our contractors.
9.1.4 Our business operations and financial performance may be affected by a prolonged or
resurgence of COVID-19 pandemic or emergency of other epidemics or pandemics
The outbreak of COVID-19 had affected our business operations. Between March 2020 and up
to 2021, there were several MCO measures implemented including full and partial lockdown
containment measures and restrictions imposed. Generally, our business was impacted due to
the containment measures during the MCO period between 18 March 2020 and 4 May 2020 as
well as various phases of the NRP which commenced on 1 June 2021, where our development
site operations were either suspended or were operating below full capacity. The interruptions in
business operations had adversely affected our development progress, execution and
implementation as well as billing schedules of our developments including the following:
(ii) during Q1 of FYE 2021 (April 2020 to June 2020), our revenue declined by 63.20%
compared to the preceding quarter during MCO;
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(iii) overall, our revenue for FYE 2021 declined by 6.69% to RM488.80 million as compared
to RM523.86 million in FYE 2020; and
(iv) during Q2 of FYE 2022 (July 2021 to September 2021), our revenue declined by 21.29%
compared to the preceding quarter during NRP. Upon the resumption of our physical
sales and promotional activities and the resumption of construction activities at our
various development sites, we made up for the time loss caused by the temporary
suspension of works which resulted in an increase of 61.71% in our overall revenue for
FYE 2022.
On 1 April 2022, Malaysia entered the ‘Transition to Endemic’ phase where all economic sectors
were allowed to operate, and interstate and international travel were allowed, subject to
adherence to the relevant SOP and guidelines. Notwithstanding the above, in the event of a
prolonged COVID-19 pandemic or any other outbreaks of contagious or virulent diseases in the
future, our business operations and financial performance would be materially and adversely
affected. For further details on the interruptions to our business and operations due to the COVID-
19 conditions, please refer to Section 7.14 of this Prospectus.
9.1.5 Our business operations are dependent on our executive officers and key senior
management
Our business operations are dependent on the experience, knowledge and skills of our executive
directors and officer, as well as key management for our urban property development business.
Our founder and Non-Independent Executive Chairman, Datuk Seri Ng is responsible for the
formulation of business strategies as well as the setting of the business directions of our Group.
He is supported by our Non-Independent Executive Director, Datuk Lam who is responsible for
implementing business strategies and directing business development as well as our Non-
Independent Executive Director and Chief Executive Officer, Lee Chee Seng who is responsible
for overseeing and managing the day-to-day operations of our Group.
Our executive officers are supported by our key senior management team which includes Low
Weng Cheong, (Head of Finance), Tan Lea Chin (Head of Sales) and Ng Hong Haw (Head of
Business Venture). The loss of services from any of our executive officers and / or key senior
management without any suitable and timely replacement may adversely affect our business
operations and financial performance.
The profiles of our executive officers and key senior management team are set out in Sections
5.1.2 and 5.4.2 of this Prospectus.
9.1.6 We may be exposed to liquidity risk and interest rate risk that may result in financial
distress if we fail to meet our financial and performance obligations
We may be exposed to liquidity risk that arises principally from our borrowings and timing of cost
incurred and collections from the purchasers of our properties.
Our purchasers typically make a payment of 10% of the purchase consideration upon the signing
of the SPA. During the development period, the remaining purchase consideration will only be
paid progressively upon the issuance of progress billings where progress payments are claimed
from purchasers according to the actual work completed. In this respect, our development
operations are financed by internal and external sources of funds. Internal sources are derived
from payments made by purchasers based on the progress billings issued while external sources
are usually banking facilities from financial institutions. In the event that we are unable to generate
sufficient cash flow during the development period, it may affect our ability to meet our financial
obligations.
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As at 31 March 2022, our total borrowings was RM448.02 million, mainly contributed by the
higher drawdown of term loans, bridging loans and bank overdrafts to fund our developments, all
of which were interest bearing based on floating interest rates. Our finance cost increased from
RM15.65 million for FYE 2020 to RM18.51 million for the FYE 2021 and RM17.74 million for FYE
2022. In this respect, any increases in interest rates may impact on our financial performance.
In addition, any significant increases in interest rates may result in an increase in our holding
expenses during the development period as each development would typically take
approximately 2 to 4 years to complete subject to the size of the development. Any significant
increases in interest rates may adversely affect our cashflow in the event that we may require to
drawdown additional banking facilities to fund our operational working capital for development
due to the differences in the timing of funds received based on progress payments from
purchasers of our properties.
Part of our plans also include debt financing by establishing a rated ICP and IMTN programme
of RM300 million for a tenure of 7 years. The proposed ICP and IMTN programme will be used
to fund the business expansion including planned geographical expansion in Vietnam by 2023
and the planned developments in Malaysia between 2024 and 2026. The said programme is to
be submitted and lodged with the SC by end of November 2022. Please refer to Section 7.23.2
for further details on the proposed establishment of the ICP and IMTN programme. In this respect,
we are committed to make periodic payments such as interests as well as redemption of ICP and
IMTN as stipulated in the terms of our ICP and IMTN programme.
If we fail or encounter difficulties in meeting our financial obligations when they fall due, this will
result in a financial distress condition which would affect our operations and financial
performance. For the Financial Years Under Review and up to the LPD, we have not defaulted
on any payments of either principal and / or interests in relation to our borrowings.
Our business and expansion plans are capital intensive, particularly on land acquisition which
may cause us to generate negative operating cash flow when there is cash outlay for that
purpose. During the Financial Years Under Review, we experienced a negative operating cash
flow of RM69.83 million for the FYE 2020. This was mainly attributed to the payment of land and
associated cost in relation to various land acquisition including SkySierra Land in Setiawangsa
(RM32.56 million), SkyAwani 5 Land in Sentul (RM12.12 million), SkySanctuary Land (RM16.34
million) as well as a cost of RM21.63 million from the completion of construction of a sports
complex in FYE 2020 pertaining to the Land Swap Agreement. Please refer to Section 12.4.2 of
this Prospectus for further details on our operating cash flow analysis.
There is no assurance that we would not experience any adverse liquidity conditions which may
materially affect our result of operations and financial performance.
9.1.7 Our growth prospects may be limited if we are unable to effectively execute some of our
business strategies and plans effectively
Our business strategies and plans are focused on leveraging on our strengths as an urban
property developer with a view of expanding our business. Part of our strategies is to continue to
focus on urban property development as follows:
- by replenishing our land bank with suitable land in Klang Valley including FT Kuala
Lumpur and the state of Selangor;
- launching of 11 new planned developments within FT Kuala Lumpur;
- expand into development of build-to-rent properties; and
- geographical expansion to Vietnam.
Please refer to Section 7.7 of the Prospectus for further details on our business strategies and
future plans.
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The prospects and future growth of our business are dependent on our ability to implement and
execute our strategies and plans effectively and promptly. There is a risk that we may not be able
to achieve the timing and objectives of our business strategies and plans due to factors including,
among others, the inability to secure sufficient funding and / or bank borrowings, limitations in
human resources or experience, regulatory changes, and delays due to reintroduction of COVID-
19 pandemic containment measures or other epidemics or pandemics in future.
We cannot provide any assurance that any of our business strategies and plans will be
commercially successful or that we will be able to anticipate and mitigate the business and
operational risks associated with our strategies and plans. In the event of any delays or failure in
executing our business strategies or plans effectively, our future business growth or expected
financial prospects or returns may be adversely affected.
The overall GDV relating to our developments are estimated based on market conditions as at
the date of valuation and certain assumptions. The assumptions include the prevailing market
demand of properties, average selling prices, the number of units to be developed as well as
obtaining the relevant planning permissions and approvals such as building plan approvals as
well as advertising permit and developer’s licence.
There is no assurance that the estimated GDVs will reflect the actual sales achieved by any
development as it is subject to the various assumptions as mentioned above. If we are unable to
sell all the units developed as anticipated and / or we are unable to achieve the expected selling
prices, this could affect our initial estimated or budgeted GDV which would adversely affect our
business condition and financial performance.
9.1.9 Our property development projects may be subjected to LAD claims due to delays in
delivery
As a property developer, we are subjected to agreed timelines for the handover of our properties
to purchasers. In the event that we are unable to deliver our properties based on the timeframe
as stipulated in our SPAs, we may be subject to LAD claims from our customers. Since the
commencement of our business operations in 2014 up to the LPD, there were no material LAD
payments to our customers.
Nevertheless, we cannot provide any assurance that there will not be any delays in the handover
of our on-going or future property development projects to our purchasers. In the event of any
delays in the handover, we are subject to LAD claims from our purchasers which may adversely
affect our financial performance.
9.1.10 We are subject to the risks of defect liability claims from our customers
We provide a defect liability period of 12 to 24 months from the official handover date of our
completed properties. In the event of any unexpected defects that may occur during the defect
liability period, we will incur rectification expenses for repairs and make good all identified defects.
In this respect, any material rectification costs incurred and/or claims would adversely affect our
financial conditions and performance. We have back-to-back arrangement with our third-party
contractors where they are responsible for such rectification of the defects during the defect
liability period. There were no defect liability claims for the Financial Years under Review and up
to the LPD.
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9.1.11 We are subject to the risks of insurance claims against our assets, employees and
development projects
We are exposed operational risks which include physical damages to our properties and
operational facilities. As part of our operational practice, we have maintained certain insurance
policies including, among others, insurance coverage (such as fire and burglary) for our assets.
While we have insurance coverage for various aspects of our business, there is no assurance
that it is sufficient to cover all losses, damages or liabilities that we may suffer in the course of
our business operations. Any losses or damages in excess of our insured sum or in areas for
which we are not insured at all could have an adverse effect on our business operations, financial
performance and results of operations. For the Financial Years Under Review and up to the LPD,
there has been no material insurance claims against us.
9.1.12 Our financial performance and operations may be affected by material litigation, claims or
arbitration
As at the LPD, save as disclosed in Section 12.7 of this Prospectus, we are not engaged in any
other material litigation or arbitration proceedings which may have material effects on our
business and financial performance, or our directors are unaware of any proceedings or of any
fact that are likely to give rise to any proceedings. However, there can be no assurance that there
will not be any other proceedings in the future that could adversely affect our results of operations
and financial performance.
In addition, our Group has in the past been a party to litigation and arbitration proceedings which
have been subsequently settled or concluded. In FYE 2020, there was a provision of doubtful
debts amounting to RM5.13 million which were attributed to our Group’s failure to recover an
advance fee paid to a third party in relation to an agreement entered into in 2016 whereby our
Subsidiary, Desa Imbangan appointed a third party as an advisor to obtain a privatisation project.
As the privatisation project was not successfully obtained, therefore Desa Imbangan sought to
recover the advance fee paid. A consent order was then entered into resulting in the settlement
of the case.
In FYE 2018, we terminated the services of our contractor for Ascenda Residences and the
contractor for Ascenda Residences initiated adjudication proceedings against our Company for
disputes in relation to the agreement and conditions of the PAM Contract 2006 (With Quantities),
i.e. a general form of contract which may be used for a variety of projects by contractors which
was subsequently settled by way of a settlement agreement. Pursuant to the settlement
agreement, it was agreed that the payment of a total sum of RM13.56 million shall be made by
our Group to the said contractor as full and final settlement. Our Group has made all payments
required pursuant to the settlement agreement. Further details of the agreement are set out in
Section 15.5 of this Prospectus.
9.1.13 We face the risk of trademark infringement and passing off by companies not related to
our Group
By registering our trademark, our Group has grounds to take legal action against other persons
using the same or similar mark or logo as that used by our Group. As at the LPD, we have
obtained 21 trademark registrations in a number of countries, namely, Malaysia, Australia,
Brunei, Cambodia, Indonesia, Laos, Singapore, Thailand, United Kingdom, Hong Kong, and
Vietnam. Please refer to Section 7.20 of this Prospectus for information on our registered
trademarks.
However, the “SkyWorld” name is currently used as part of the name of a number of
companies in Malaysia which are not in any way related to our Group and our Promoters. These
companies are involved in various sectors and in different business activities. Nonetheless, upon
listing, our Group’s information will be easily accessible on Bursa Securities’ website. Should
there be any uncertainty regarding the structure of the Group, such information can be found in
this Prospectus or annual report of our Company on Bursa Securities’ website.
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As part of our due diligence for our Listing, a search on the records of Companies Commission
Malaysia were conducted and thereafter, the business activities of 99 companies with the name
“SkyWorld” were reviewed. It is noted from the records and results of searches through publicly
available information, that none of the aforesaid active companies are involved in property
development. As at the LPD, our Group is unaware of any such companies being involved in
similar business as us. In the event we become aware of parties or companies with the name
“SkyWorld” which are not related to our Group and are undertaking similar business activities as
our Group, legal action may be commenced by our Group to prohibit such parties from passing
off and where relevant, from infringing our Group’s registered trademarks. To succeed in a case
of 'passing off', our Group will have to prove that our “SkyWorld” brand name has acquired
'goodwill' and reputation in the marketplace, that the third party was misrepresenting their
products as being connected to our Group and that we will suffer losses as a result.
In May 2018, we commenced a legal action against third parties for the infringement of trademark
and passing off business, products and / or services. Our legal suit was unsuccessful as the court
held that apart from an oral resemblance between the registered trademark, the corporate and
domain name, there was no real resemblance. In addition, it was mentioned that there was no
passing off as there were no elements of confusion or deception established because although
the third parties share a similar name as us, they were not involved in similar business activities
as our Group.
Notwithstanding the outcome of the case, our Group did not suffer any material adverse impact
on the business operations and financial performance. Further, as at the LPD we are not aware
of any infringement by any third party of any of our Group’s intellectual property rights which
remains.
However, there is no assurance that we will not encounter passing off or trademark infringement
by third parties in the future. Further, in the event we commence legal action there is no
assurance that we will be successful in our action against such third parties and this in turn may
result in our Group’s business operations and financial performance being adversely affected
9.2.1 The performance of the property market may be adversely affected by the continuing
increase in the property overhang conditions
In 2021, the volume of high-rise overhang residential properties in FT Kuala Lumpur increased
by 29.8% while new launches of high-rise residential units declined by 41.0%. As for the overhang
of high-rise commercial properties in 2021, FT Kuala Lumpur recorded an increase of 10.2% in
volume compared to 81.4% in 2020. In Q2 of FYE 2022, the volume of high-rise residential and
commercial property overhang in FT Kuala Lumpur increased by 0.1% and 6.9% respectively
compared to Q2 of FYE 2021.
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In 2021, the high-rise residential property overhang in FT Kuala Lumpur was entirely attributed
to condominiums and apartments, of which the price segment of 500,001 to RM1 million
accounted for the largest proportion of high-rise overhang units at 44.9% in terms of volume.
Meanwhile, in 2021, serviced apartments represented 91.1% of the total volume of high-rise
commercial property overhang in FT Kuala Lumpur, while the remainder of 8.9% was accounted
for by SOHO. In 2021, serviced apartments priced between RM500,001 and RM1 million
represented the largest proportion of the total overhang serviced apartments in FT Kuala Lumpur
at 54.7%. (Source: IMR Report)
There is a risk that the continuing increase in the property overhang conditions may impact on
the sales of our properties which could negatively impact on our business and financial
performances.
We are exposed to inherent risks in the property development industry such as changes in
economic, social, political and regulatory environment in Malaysia and Vietnam. Operational risks
also include incremental cost relating to the land for development, availability of labour and
increase in cost of materials, equipment, contracting services, as well as financing and overhead
costs. Other business risks include demand for our properties, impact of competition from sales
of new properties and resale of existing properties, as well as excess supply and overhang
conditions. While we seek to minimise these risks through prudent management of our business,
these risks may eventuate and may adversely affect our business conditions and financial
performance.
9.2.3 We are subject to economic, social, political and regulatory risks in Malaysia and Vietnam
Any adverse changes in the political, economic and regulatory conditions in Malaysia and
Vietnam could have a negative impact on our business operations and financial performance.
We are also susceptible to the risk of local epidemics or pandemics where we may face business
interruptions including, among others, temporary suspension of our development activities
including on-site construction activities as well as sales and promotional activities. Please refer
to Section 7.14 of this Prospectus for further details on the impact of the COVID-19 pandemic.
Changes in the political, social, economic, fiscal and regulatory conditions could arise from,
among others, changes in political leadership, risks of war or civil unrest, changes in import tariffs
and related duties, and conditions governing licensing, registrations and permits as well as sales
of properties. Similarly, any local, regional or global economic downturn would also affect overall
business conditions, consumer confidence, as well as investments, which would subsequently
affect the demand for our properties and services. As such, there can be no assurance that any
adverse political, social, economic, fiscal and regulatory developments or outbreak of diseases
which are beyond our control, will not materially affect our business operations and financial
performance.
9.3.1 No prior market for our Shares and it is uncertain whether an active or sustainable market
will ever develop
Prior to our IPO, there has been no public market for our Shares. Hence, there is no assurance
that upon Listing, an active market for our Shares will develop, or if developed, that such a market
will be sustainable. There is also no assurance as to the liquidity of any market that may develop
for our Shares, the ability of holders to sell our Shares or the prices at which holders would be
able to sell our Shares.
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We and our Promoters have no obligation to cause our Shares to be marketable. The IPO Price
was determined after taking into consideration various factors and these factors could cause the
price of our Share to fluctuate which may adversely affect the market price of our Shares.
There can be no assurance that the IPO Price will correspond to the price at which our Shares
will trade on the Main Market upon our Listing and that the market price of our Shares will not
decline below the IPO Price.
The performance of capital market is very much dependent on external factors such as the
performance of the regional and global stock market and the inflow or outflow of foreign funds.
Sentiment is also largely driven by internal factors such as economic and political conditions of
the country as well as the growth potential of the various sectors of the economy. These factors
invariably contribute to the volatility of trading volumes in capital market, thus adding risks to the
market price of our listed Shares. Nevertheless, the profitability of our Group is not dependent on
the performance of the capital market as the business activities of our Group have no direct
correlation with the performance of securities listed in the capital market.
Our Shares could trade at prices lower than the IPO Price depending on various factors, including
current economic, financial and fiscal condition in Malaysia, our operations and financial results
and the price volatility in the markets for securities in similar or related industry in Malaysia or
emerging markets. There is no assurance that any market for our Shares will not be disrupted by
price volatility or other factors, which may have a material adverse effect on the market price of
our Shares.
In addition, the market price of our Shares may be highly volatile and could fluctuate significantly
and rapidly in response to, amongst others, the following factors, some of which are beyond our
control:
(ii) success or failure in our management team in implementing business and growth
strategies;
(iv) changes in conditions affecting the industry, the general economic conditions or stock
market sentiments or other events and factors;
In addition, many of the risks described herein could materially and adversely affect the market
price of our Shares. Furthermore, if the trading volume of our Shares is low, price fluctuation may
be exacerbated. Accordingly, there can be no assurance that our Shares will not trade lower than
the IPO Price.
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9.3.3 Our Promoters will be able to exert significant influence over our Company as they will
continue to hold majority of our Shares after our IPO
As disclosed in Section 5.1.1 of this Prospectus, our Promoters will collectively hold in aggregate
60.00% and 66.31% of our enlarged issued share capital after our IPO and after assuming full
conversion of the ICPS, respectively. As a result, they will be able to, in the foreseeable future,
effectively control the business direction and management of our Group as well as having voting
control over our Group and as such, will likely influence the outcome of certain matters requiring
the vote of our shareholders, unless they are required to abstain from voting either by law and /
or by the relevant guidelines or regulations.
However, there can be no assurance that the interests of our Promoters will be aligned with those
of our other shareholders.
9.3.4 The sale or the possible sale of a substantial number of Shares in the public market
following our IPO and Listing could adversely affect the price of our Shares
Following the completion of the Pre-IPO Exercise, our IPO and Listing, assuming full subscription
of the Pink Form Shares reserved for our eligible Directors, approximately 40.00% of our enlarged
issued share capital will be publicly held by investors participating in our IPO, while approximately
60.00% of our enlarged issued share capital, will be held by our Promoters.
It is possible that our Promoters may dispose of some or all of their Shares after their respective
moratorium period, pursuant to their own investment objectives. If our Promoters sell, or are
perceived as intending to sell, a substantial amount of our Shares, the market price of our Shares
could be adversely affected.
The occurrence of certain events, including the following, may cause a delay in or termination of
our Listing:
(i) our Underwriter exercising their rights pursuant to the Underwriting Agreement, or the
Placement Agent’s exercise of its rights under the Placement Agreement, to discharge
themselves from its obligations under such agreements;
(ii) our inability to meet the minimum public spread requirement under the Listing
Requirements of having at least 25.0% of our enlarged number of issued Shares for
which our Listing is sought being in the hands of at least 1,000 public shareholders
holding at least 100 Shares each at the point of our Listing; or
(iii) the revocation of the approvals from the relevant authorities prior to our Listing for
whatever reason.
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(i) the SC issues a stop order pursuant to Section 245(1) of the CMSA, the applications
shall be deemed to be withdrawn and cancelled, and we and our Offerors shall repay all
monies paid in respect of the applications for our IPO Shares within 14 days of the stop
order, failing which we shall be liable to return such monies with interest at the rate of
10.0% per annum or at such other rate as may be specified by the SC pursuant to Section
245(7)(a) of the CMSA; or
(ii) our Listing is aborted, investors will not receive any of our IPO Shares, all monies paid
in respect of all applications for our IPO Shares will be refunded free of interest within 14
days.
(i) the SC issues a stop order pursuant to Section 245(1) of the CMSA, any issue of our IPO
Shares shall be deemed to be void and all monies received from the applicants shall be
forthwith repaid and if any such money is not repaid within 14 days of the date of service
of the stop order, we shall be liable to return such monies with interest at the rate of 10.0%
per annum or at such other rate as may be specified by the SC pursuant to Section
245(7)(b) of the CMSA; or
(ii) our Listing is aborted other than pursuant to a stop order by the SC under Section 245(1)
of the CMSA, a return of monies to our shareholders could only be achieved by way of a
cancellation of share capital as provided under the Act and its related rules to the extent
that our IPO Shares form part of our share capital. Such cancellation can be implemented
by the sanction of our shareholders by special resolution in a general meeting and
supported by either:
(a) consent by our creditors (unless dispensation with such consent has been
granted by the High Court of Malaya) and the confirmation of the High Court of
Malaya, in which case there can be no assurance that such monies can be
returned within a short period of time or at all under such circumstances; or
Our ability to declare dividends to our shareholders will depend on, amongst others, our future
financial performance, distributable reserves and cash flows. This, in turn, is dependent on our
operating results, capital requirements and on our ability to implement our future plans, demand
for and selling prices of our products, general economic conditions, and other factors specific to
our industry, many of which are beyond our control. As such, there is no assurance that we will
be able to pay dividends to our shareholders.
We are a holding company and conduct substantially all of our operations through our
Subsidiaries. Accordingly, dividends and other distributions received from our Subsidiaries are
our principal source of income. The receipt of dividends from our Subsidiaries may also be
affected by the passage of new laws, adoption of new regulations and other events outside our
control, and our Subsidiaries may not continue to meet the applicable legal and regulatory
requirements for the payment of dividends in the future. In addition, changes in accounting
standards may also affect the ability of our Subsidiaries, and consequently, our ability to pay
dividends.
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Further, our payment of dividends may adversely affect our ability to fund unexpected capital
expenditure as well as our ability to make interest and principal repayments on any borrowings
that we may have outstanding at the time. As a result, we may be required to borrow additional
money or raise capital by issuing equity securities, which may not be on favourable terms or
available at all. Further, if we incur new borrowings subsequent to our Listing, we may be subject
to additional covenants restricting our ability to pay dividends.
Dividend payments are not guaranteed and our Board may decide, at its sole and absolute
discretion, at any time and for any reason, not to pay dividends. If we do not pay dividends, or
pay dividends at levels lower than that anticipated by investors, the market price of our Shares
may be negatively affected and the value of any investment in our Shares may be reduced.
Further details of our dividend policy are set out in Section 12.15 of this Prospectus.
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Save as disclosed below, there are no other related party transactions entered into by our Group which involves the interest, direct or indirect, of our
Directors, substantial shareholders and / or persons connected with them for the Financial Years Under Review and up to the LPD:
Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
ICT Zone Sdn Bhd Datuk Seri Ng is our Promoter, (i) Rental of office building from ICT 447 478 485 364
(“ICT Zone”) substantial shareholder and Non- Zone (1) (0.67% of (0.77% of (0.57% of (1.25% of
Independent Executive Chairman. our Group’s our Group’s our Group’s our Group’s
This transaction is recurrent in expenses) expenses) expenses) expenses)
He is also the director and indirect nature and will subsist after our
shareholder of ICT Zone. Listing.
ICT Zone Ventures Datuk Seri Ng is our Promoter, Rental of office building from ICT - - - 9
Berhad (“ICT substantial shareholder and Non- Ventures (3) (0.03% of
Ventures”) Independent Executive Chairman. our Group’s
expenses)
He is also the director and indirect
shareholder of ICT Ventures.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
SKL Equity Sdn Bhd Datuk Lam is our Promoter, Rental of motor vehicle from SKL for 194 150 80 -
(“SKL”) substantial shareholder and Non- Datuk Lam’s usage as part of his (0.29% of (0.24% of (0.09% of
Independent Executive Director. employment benefit (4) our Group’s our Group’s our Group’s
expenses) expenses) expenses)
He is also the director and major
shareholder of SKL.
RISCO Consulting Datuk Seri Ng is our Promoter, Payment to RISCO for insurance 371 461 469 64
Sdn Bhd (“RISCO”) substantial shareholder and Non- brokerage and related services (5) (0.56% of (0.74% of (0.55% of (0.22% of
Independent Executive Chairman. our Group’s our Group’s our Group’s our Group’s
This transaction is recurrent in nature expenses) expenses) expenses) expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Notes:
(1) SkyWorld Development entered into various tenancy agreements between September 2014 to June 2017 with ICT Zone for the rental of office space located
at Block B, Wisma NTP World, Excella Business Park, Jalan Ampang Putra, 55100 Ampang, Kuala Lumpur. By way of letters of extension dated 28 May 2020,
SkyWorld Development has renewed all the tenancies for a period of three years commencing from 1 June 2020 to 31 May 2023. The monthly rental rates are
between RM2.23 to RM2.88 psf. Based on comparable properties, the range of monthly market rental rates are between RM2.63 psf to RM2.87 psf. As such,
the monthly rental rates paid / payable by SkyWorld Development to ICT Zone ranging between RM2.23 to 2.88 psf are considered to be at arms’ length. In
addition, SkyWorld Development may terminate the tenancy at any time by giving 6 months prior written notice to ICT Zone.
(2) SkyWorld Development entered into a master lease agreement dated 13 January 2020 with ICT Zone for the rental of office equipment, in particular, laptops.
Pursuant to the master lease agreement, the lease period of the office equipment will be 4 years commencing from the date of issuance of each purchase
order by SkyWorld Development. The lease amount are negotiated and determined prior to issuance of each purchase order. As at the LPD, the monthly rental
rate per unit is RM140.00. Based on quotations obtained for rental of similar office equipment, the range of monthly rental rates per unit are between RM140.14
to RM144.00. As such, the monthly rental rate per unit paid / payable by SkyWorld Development to ICT Zone of RM140.00 is considered to be at arms’ length.
In addition, SkyWorld Development may terminate the rental at any time.
(3) SkyWorld Development is the subtenant of the sky lounge at Block C, Wisma NTP World, Excella Business Park, Jalan Ampang Putra, 55100 Ampang, Kuala
Lumpur of ICT Ventures (the master tenant) for a period of 1.5 month commencing from 1 July 2022 to 15 August 2022 for purposes of internal meetings and
discussion. The monthly rental rate is RM6,000.00. Based on the previous rental charged to our Group by the landlord (a non-related party) for the tenancy of
the same unit, the monthly market rental rate was RM2.63 psf. As such, the monthly rental rate paid / payable by SkyWorld Development to ICT Ventures of
RM2.87 psf is considered to be at arms’ length.
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(4) The monthly rental payable of RM8,877.00 by SkyWorld Development to SKL is based on a pre-determined formula stated in our employees’ privilege scheme
and the amount paid is comparable based on third party quotations (ranging between RM8,500.00 and RM8,800.00). As such, the monthly rental rates paid by
SkyWorld Development to SKL is considered to be at arms’ length. The motor vehicle arrangement with SKL has been terminated and from 1 January 2022,
our Group pays the car benefit directly to Datuk Lam.
(5) SkyWorld Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkyWorld Development are considered
to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of similar services
provided.
Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance 25 - - -
substantial shareholder and Non- brokerage and related services (1) (0.04% of
Independent Executive Chairman. our Group’s
expenses)
He is also the director and indirect
shareholder of RISCO.
Note:
(1) Bennington Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to Bennington Development are
considered to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of
similar services provided.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance 19 2 2 -
substantial shareholder and Non- brokerage and related services (1) (0.03% of (<0.01% of (<0.01% of
Independent Executive Chairman. our Group’s our Group’s our Group’s
This transaction is recurrent in nature expenses) expenses) expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Note:
(1) SkyAwani 2 Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkyAwani 2 Development are
considered to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of
similar services provided.
Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance 20 - - -
substantial shareholder and Non- brokerage and related services (1) (0.03% of
Independent Executive Chairman. our Group’s
expenses)
He is also the director and indirect
shareholder of RISCO.
Note:
(1) SkyLuxe Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkyLuxe Development are considered
to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of similar services
provided.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance - 18 - 9
substantial shareholder and Non- brokerage and related services (1) (0.03% of (0.03% of
Independent Executive Chairman. our Group’s our Group’s
This transaction is recurrent in nature expenses) expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Datin Seri Tan Lay Datin Seri Tan Lay Kiaw is the Sale of 1 serviced apartment unit in - 391 - -
Kiaw spouse of Datuk Seri Ng who is our SkyMeridien to Datin Seri Tan Lay (0.08% of
Promoter, substantial shareholder Kiaw (2) our Group’s
and Non-Independent Executive revenue)
Chairman.
Datin Wong Kwai Fun Datin Wong Kwai Fun is the Sale of 1 serviced apartment unit in - 378 - -
spouse of Datuk Lam who is our SkyMeridien to Datin Wong Kwai Fun (0.08% of
Promoter, substantial shareholder (2) our Group’s
and Non-Independent Executive revenue)
Director.
Notes:
(1) SkyMeridien Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkyMeridien Development are
considered to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of
similar services provided.
(2) The transaction value for the sale of serviced apartment unit is not at arms’ length as it is at a discounted price. The discount is pursuant to our employees’
privilege scheme which is applicable to our eligible employees and their immediate family members such as parents, spouse and siblings.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
(2) -
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance - - 27
substantial shareholder and Non- brokerage and related services (1) (0.03% of
Independent Executive Chairman. our Group’s
This transaction is recurrent in nature expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Notes:
(1) SkySanctuary Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkySanctuary Development are
considered to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of
similar services provided.
(2) The insurance policy taken up by SkySanctuary Development is in respect of the central park located at Setapak (see Section 7.21.1 of this Prospectus for
details of the property) which consists of fire insurance and public liability insurance. The insurance policy has expired on 4 November 2022. As our Group is
currently occupying the central park, we have renewed the insurance policy on 9 November 2022.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance - 9 9 9
substantial shareholder and Non- brokerage and related services (1) (0.01% of (0.01% of (0.03% of
Independent Executive Chairman. our Group’s our Group’s our Group’s
This transaction is recurrent in nature expenses) expenses) expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Low Siok Ling Low Siok Ling is the spouse of Lee Sale of 2 apartment units in 766 - - -
Chee Seng who is our Promoter, SkySierra (The Valley) Residences (0.15% of
substantial shareholder, Non- to Low Siok Ling (2) our Group’s
Independent Executive Director revenue)
and Chief Executive Officer.
Notes:
(1) SkySierra Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkySierra Development are considered
to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of similar services
provided.
(2) The transaction value for the sale of the apartment unit is not at arms’ length as it is at a discounted price. The discount is pursuant to our employees’ privilege
scheme which is applicable to our eligible employees and their immediate family members such as parents, spouse and siblings.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance - 13 13 6
substantial shareholder and Non- brokerage and related services (1) (0.02% of (0.02% of (<0.01% of
Independent Executive Chairman. our Group’s our Group’s our Group’s
This transaction is recurrent in nature expenses) expenses) expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Lee Chee Seng Lee Chee Seng is our Promoter, Sale of 1 condominium unit in - - 996 -
substantial shareholder, Non- SkyVogue Residences to Lee Chee (0.13% of
Independent Executive Director Seng (2) our Group’s
and Chief Executive Officer. revenue)
Notes:
(1) SkyVogue Development engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkyVogue Development are considered
to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of similar services
provided.
(2) The transaction value for the sale of the condominium unit is not at arms’ length as it is at a discounted price. The discount is pursuant to our employees’
privilege scheme which is applicable to our eligible employees and their immediate family members such as parents, spouse and siblings.
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Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
RISCO Datuk Seri Ng is our Promoter, Payment to RISCO for insurance - 106 91 30
substantial shareholder and Non- brokerage and related services (1) (0.17% of (0.11% of (0.10% of
Independent Executive Chairman. our Group’s our Group’s our Group’s
This transaction is recurrent in nature expenses) expenses) expenses)
He is also the director and indirect and will subsist after our Listing.
shareholder of RISCO.
Note:
(1) SkyWorld Asset Management engaged RISCO for insurance brokerage and related services. The fees charged by RISCO to SkyWorld Asset Management
are considered to be at arms’ length as the fees charged is within the range of rates which other insurance brokerage charges for our customers in respect of
similar services provided.
Transaction value
Between 1
April 2022
Transacting parties Nature of relationship Nature of transaction FYE 2020 FYE 2021 FYE 2022 and the LPD
(RM’000) (RM’000) (RM’000) (RM’000)
ICT Zone Datuk Seri Ng is our Promoter, Rental of office equipment from ICT - - - 14
substantial shareholder and Non- Zone (1) (0.01% of
Independent Executive Chairman. our Group’s
expenses)
He is also the director and indirect
shareholder of ICT Zone.
Note:
(1) Desa Imbangan entered into an agreement with ICT Zone for the rental of office equipment (i.e. laptops and projectors) for a period of 6 days commencing
from 22 August 2022 to 27 August 2022. The rental rate per unit of the laptop and projector is RM500.00 each. Based on quotations obtained for rental of
similar office equipment, the range of rental rate per unit of the laptop and projector is between RM480.00 to RM500.00. As such, the rental rate per unit paid
by Desa Imbangan to ICT Zone of RM500.00 is considered to be arms’ length.
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Save for the discount currently available to all eligible employees of our Group and their
immediate family members in respect of any sale of properties in the ordinary course of
business (which discount has also been granted to our Directors and persons connected to
them) in respect of the transactions set out in (v), (vii) and (viii) above, our Directors are of the
opinion that the related party transactions were carried out on an arm’s length basis and on
normal commercial terms which are not unfavourable to our Group but comparable to those
generally available to third parties.
Our Directors also confirm that there are no other related party transactions that have been
entered by our Group that involves the interest, direct or indirect, of our Directors, major
shareholders and / or persons connected to them but not yet effected up to the date of this
Prospectus.
After our Listing and in accordance with the Listing Requirements, our Company will be required
to seek our shareholders’ approval each time our Company enters into a material related party
transaction. However, if the related party transactions can be deemed as recurrent related party
transactions, our Company may seek a general mandate from our shareholders to enter into
these transactions without having to seek separate shareholders’ approval each time it wishes
to enter into such recurrent related party transactions during the validity period of the mandate.
In addition, to safeguard the interest of our Group and our minority shareholders, and to mitigate
any potential conflict of interest situation, our Audit & Risk Management Committee will, among
others, supervise and monitor any related party transactions and the terms thereof and report
to our Board for further action, as set out in Section 10.2 of this Prospectus. When necessary,
our Board will make appropriate disclosures in our annual report with regard to any related party
transaction entered into by us.
In the event that there are any proposed related party transactions that require the prior
approval of our shareholders, the Directors and major shareholders, and / or persons connected
with them which have any interest, direct or indirect, in the proposed related party transaction
will abstain from voting in respect of his direct and / or indirect shareholdings. Such interested
Director and / or major shareholders will also undertake to ensure that the person connected
with him will abstain from voting on the resolution approving the proposed related party
transaction at the general meeting.
10.1.2 Transactions entered into that are unusual in their nature or conditions
There were no transactions entered into that are unusual in their nature or conditions, involving
goods, services, tangible or intangible assets to which we or any of our Subsidiaries were a
party to in respect of the Financial Years Under Review and up to the LPD and for the
subsequent financial period immediately preceding the date of this Prospectus.
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10.1.3 Advances and / or loans made to or for the benefit of related parties
There are no advances and / or loans made by us to or for the benefit of our related parties for the Financial Years Under Review and up to the LPD.
Our Directors and Promoters, namely Datuk Seri Ng and Datuk Lam, have jointly and severally provided personal guarantees for the financing facilities
extended by Al-Rajhi Banking & Investment Corporation (Malaysia) Bhd, Hong Leong Bank Berhad, Malayan Banking Berhad, OCBC Bank Malaysia
Berhad, RHB Bank Berhad, HSBC Bank Malaysia Berhad, HSBC Amanah Malaysia Berhad, OCBC Al-Amin Bank Berhad and Maybank Islamic Berhad
(collectively, “Financier(s)”) to our Group. The details of the facilities as at the LPD are set out below:
Outstanding
amount as at the
Facility limit LPD
No. Financiers Guarantors Type of Facility (RM’000) (RM’000)
1. Al-Rajhi Banking & Investment Corporation • Datuk Seri Ng 1 trade facility 50,000 30,000
(Malaysia) Bhd • Datuk Lam
2. Hong Leong Bank Berhad • Datuk Seri Ng 1 term loan, 1 bridging loan and 2 84,000 11,909
• Datuk Lam bank guarantee facilities
3. Malayan Banking Berhad • Datuk Seri Ng 1 short term revolving credit facility 80,000 57,996
• Datuk Lam
4. OCBC Bank Malaysia Berhad • Datuk Seri Ng 1 trade facility 35,000 9,800
• Datuk Lam
5. RHB Bank Berhad • Datuk Seri Ng 7 term loans, 1 revolving credit facility, 194,400 115,185
• Datuk Lam 1 bridging loan and 1 bank guarantee
facility
6. HSBC Bank Malaysia Berhad • Datuk Seri Ng 2 term loans and 2 bridging loans 50,300 7,381
• Datuk Lam
7. HSBC Amanah Malaysia Berhad • Datuk Seri Ng 1 trade facility 99,000 5,711
• Datuk Lam
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Registration No.: 200601034211 (753970-X)
Outstanding
amount as at the
Facility limit LPD
No. Financiers Guarantors Type of Facility (RM’000) (RM’000)
8. OCBC Al-Amin Bank Berhad • Datuk Seri Ng 6 trade facilities and 1 bank guarantee 282,938 158,928
• Datuk Lam facility
As at the LPD, we have written to the Financiers to request for their conditional consent to release the personal guarantees for banking facilities
extended by the Financiers to our Group.
As at the date of this Prospectus, we have received conditional approvals from [6] financiers, namely [Al-Rajhi Banking & Investment Corporation
(Malaysia) Bhd, RHB Bank Berhad, HSBC Bank Malaysia Berhad, OCBC Al-Amin Bank Berhad, OCBC Bank (Malaysia) Berhad and Hong Leong Bank
Berhad] to release the above personal guarantees. The conditions imposed by the Financiers include, amongst others, the following:
(i) successful listing of our Company on the Main Market of Bursa Securities;
(ii) Datuk Seri Ng and Datuk Lam shall remain as direct / indirect shareholders and sit in our Board; and
(iii) Datuk Seri Ng and Datuk Lam shall maintain as controlling shareholders (direct and / or indirect) of our Company post Listing.
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Registration No.: 200601034211 (753970-X)
Our Audit & Risk Management Committee reviews related party transactions to ensure no
conflicts of interest arise within our Company or our Group. Our Audit & Risk Management
Committee reviews the procedures set by our Company to monitor related party transactions
to ensure the integrity of these transactions, procedures or course of conducts. In reviewing
the related party transactions, the following, amongst other things will be considered:
(i) the rationale and the cost / benefit to our Company is first considered;
(iii) that the transactions are carried out on normal commercial terms which are not more
favourable to the related parties than those generally available to third parties dealing
at arm’s length and are not to the detriment of our Group; and
(iv) that the transactions are not detrimental to our Company's non-interested
shareholders.
All reviews by our Audit & Risk Management Committee are reported to our Board for further
action.
Related party transactions by their very nature, involve conflicts of interest between our Group
and the related parties with whom our Group has entered into such transactions. As disclosed
in this Prospectus, some of our Directors and / or major shareholders are also directors and in
some cases, shareholders of the related parties of our Group, and with respect to these related
party transactions, may individually and in aggregate have conflicts of interest. It is the policy
of our Group that all related party transactions shall be reviewed by our Audit & Risk
Management Committee to ensure that they are negotiated and agreed upon in the best
interest of our Group, on arm's length basis and are based on normal commercial terms which
are not more favourable to the related parties than those generally available to third parties
dealing at arm’s length and are not to the detriment of our Group.
(i) our Board shall ensure that majority of our Board members are independent directors
and will undertake an annual assessment of our Independent Directors;
(ii) our Directors will be required to declare any direct or indirect interest that they may have
in any business enterprise that is engaged in or proposed to be engaged in a transaction
with our Group, whether or not they believe it is a material transaction. Upon such
disclosure, the interested Director shall be required to abstain from deliberation and
voting on any resolution related to the related party transaction; and
(iii) all existing or potential related party transactions would have to be disclosed by the
interested party for management reporting. Our management will propose the
transactions to our Audit & Risk Management Committee for evaluation and assessment
who would in turn, make a recommendation to our Board.
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As at the LPD, save as disclosed below, none of our Directors or substantial shareholders have
any interest, whether direct or indirect, in other businesses or corporations which are carrying on
a similar trade as our Group or which are the customers or suppliers of our Group.
Businesses /
No. Corporations Principal activity Nature of interest
1. Salcon Berhad Investment holding company with Chan Seng Fatt is our Independent Non-
businesses in water and Executive Director.
wastewater engineering &
construction, healthcare, Chan Seng Fatt is also the independent
technology services, non-executive director of Salcon
transportation, renewable energy Berhad. Chan Seng Fatt has no direct or
and property development indirect interest in Salcon Berhad.
through its subsidiaries.
2. Four Seasons Investment holding company with Ong Soo Chan is our Independent Non-
Development Sdn initial intended activities of Executive Director.
Bhd (“Four property development in
Seasons”) Vietnam. Ong Soo Chan is also the non-executive
director of Four Seasons. Ong Soo
Chan has no direct interest or indirect
interest in Four Seasons.
Our Board is of the view that any potential conflict of interest situation which may arise through
the interests of Chan Seng Fatt in Salcon Berhad and Ong Soo Chan in Four Seasons is mitigated
due to the following:
(a) Chan Seng Fatt is the independent non-executive director of our Company and
Salcon Berhad. He does not hold an executive role and he is not involved in the
day-to-day operations of both companies. Both companies have their own
independent and standalone management team to undertake their respective
day-to-day management and operations, whereas Chan Seng Fatt only attends
meetings of the board of directors on which he serves and accordingly
discharges his principal areas of responsibilities as an independent director of
the respective companies; and
(a) Four Seasons was initially incorporated with the intention to undertake property
development activities in Vietnam. However, due to change in circumstances,
the development land held under Four Seasons has been disposed to a third-
party and is pending completion, following which the company will be dormant
with no intended operations. Barring any unforeseen circumstances, the
transfer of land is estimated to be completed by end of the year 2022.
(b) Ong Soo Chan holds an interim position as the director of Four Seasons to
facilitate her role as the executor of her brother’s estate. She will resign from
the role upon the completion of the estate administration.
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Upon Listing, our Board and our Audit & Risk Management Committee will supervise any conflict
of interest or potential conflict of interest situations and all Directors, substantial shareholders
and key senior management will disclose such conflict-of-interest situations, if any, to our Audit
& Risk Management Committee for resolution as and when they arise.
In order to mitigate any possible conflict of interest situation, our Directors, substantial
shareholders and key senior management will declare to our Board and our Audit & Risk
Management Committee of their interests in other companies at the onset and as and when there
are changes in their respective interests in companies outside our Group. Our Audit & Risk
Management Committee will then evaluate if such involvement by our Directors, substantial
shareholders and key senior management gives rise to a potential conflict of interest situation
with our Group's business. When a determination has been made that there is a conflict of interest
of a Director(s), substantial shareholder(s) and / or key senior management, our Audit & Risk
Management Committee will:
(i) immediately inform our Board of the conflict of interest situation; and
(ii) make recommendations to our Board to direct the conflicted Director(s), substantial
shareholder(s) and / or key senior management to:
(a) withdraw from all his / her executive involvement in our Group in relation to the
matter that has given rise to the conflict of interest (in the case where the
conflicted Director and / or substantial shareholder is an Executive Director).
After his / her withdrawal, he / she will remain in the said executive position to
perform his / her executive role in matters that will not give rise to conflict of
interest situation; and
(b) abstain from all Board deliberation and involvements in matters where he / she
has a conflict of interest situation. The conflicted Director(s) shall also abstain
from any Board discussions relating to the recommendation of our Audit & Risk
Management Committee and the conflicted Director shall not vote or in any way
attempt to influence the discussion of, or voting on, the matter at issue. The
conflicted Director(s) may however, at the request of our Audit & Risk
Management Committee, be present at our meeting for the purposes of
answering any questions. The conflicted Director(s) shall also abstain from
voting in respect of his / her direct / indirect shareholdings in our Company, if
any, on the resolutions pertaining to the said transactions to be tabled at the
general meeting to be convened.
(iii) to identify the person(s) connected to the conflicted Director, substantial shareholder and
/ or key senior management (if any) and review any business dealings with such
person(s) to establish whether a conflict of interest situation arises. Thereafter, the
conflicted Director, substantial shareholder and / or key senior management shall
undertake to ensure that persons connected to him / her shall abstain from voting in
respect of their direct / indirect shareholdings in our Company, if any, on the resolutions
pertaining to the said transactions to be tabled at the general meeting to be convened.
Our Audit & Risk Management Committee shall also continue to monitor such business
dealings to ensure that they are conducted on arms' length basis and based on terms
that are favourable to our Group.
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Registration No.: 200601034211 (753970-X)
Kenanga IB, its subsidiaries and associated companies (“Kenanga Group”) form a diversified
financial group and are engaged in a wide range of transactions relating to amongst others,
investment banking, brokerage, securities trading, asset and funds management and credit
transaction services businesses. Kenanga Group’s securities business is primarily in the areas
of securities underwriting, trading and brokerage activities, foreign exchange, commodities and
derivatives trade.
Kenanga Group may engage in transactions with and perform services for our Company and / or
its affiliates, in addition to the roles as set out in this Prospectus. In addition, in the ordinary course
of business, any member of Kenanga Group may at any time offer or provide its services to or
engage in any transactions with our Company and / or its affiliates or any other person(s). This
is a result of the businesses of Kenanga Group generally acting independently of each other and
accordingly, there may be situations where parts of Kenanga Group and / or its customers now
have or in the future, may have interest in or take actions that may conflict with the interests of
our Company and / or its affiliates.
Kenanga IB have been appointed as the Principal Adviser, Lead Arranger, Lead Manager and
Facility Agent for the establishment of an ICP and IMTN programme of RM300.00 million in
nominal value and issuance of ICP and IMTN over a tenure of 7 years to be issued by SkyWorld
Capital (“ICP and IMTN Programme”). Additionally, Kenanga IB (Islamic Capital Markets) is
appointed as the Shariah adviser for our Company’s Shariah Compliance status.
Notwithstanding the above, Kenanga IB is of the view that the aforesaid appointment would not
give rise to a conflict of interest situation in its capacity as our Principal Adviser, Underwriter and
Placement Agent for our IPO based on the following reasons:
(a) the Principal Adviser, Underwriter and Placement Agent for our IPO;
(b) the principal adviser, lead arranger, lead manager and facility agent for the ICP
and IMTN Programme; and
(ii) the conduct of the Kenanga Group in its businesses is strictly regulated by the Financial
Services Act 2013, Islamic Financial Services Act 2013, and where applicable, the
CMSA, as well as Kenanga Group’s own internal controls policies and procedures, and
Chinese walls between different business divisions;
(iii) the estimated aggregated advisory, arranger, agency and management fee payable to
Kenanga IB throughout the tenure of the ICP and IMTN Programme is less than 5.0% of
the audited revenue of Kenanga Group of RM891.49 million for the financial year ended
31 December 2021, which is not material; and
(iv) the IPO proceeds will not be used to repay / redeem the ICP and IMTN Programme.
Kenanga IB has also confirmed that as at the LPD, there are no circumstances that exists or is
likely to exist to give rise to a potential conflict of interest situation in its capacity as our Principal
Adviser, Underwriter and Placement Agent.
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Newfields Advisors is of the view that the appointment in its capacity as our Financial Adviser for
our Listing would not give rise to a conflict of interest situation due to the following:
(i) Newfields Advisors is a corporate finance adviser licensed by the SC and the
appointment arose in the ordinary course of business; and
(ii) Newfields Advisors’ appointment as the Financial Adviser for the ICP and IMTN
Programme is to assist our Company to finalise the transaction structure as well as to
review all information and documents relevant to the ICP and IMTN Programme.
Furthermore, the fee payable to Newfields Advisors for the ICP and IMTN Programme is
nominal and not material.
In addition, Newfield Advisors’ scope of work as the Financial Adviser of our Listing includes the
following:
(i) to jointly advise with our Principal Adviser on our Group’s restructuring, equity and
corporate structure in preparation for our Listing;
(ii) to jointly advise with our Principal Adviser on the Listing scheme including the offering
structure (optimal public shareholding spread and Bumiputera equity requirement), IPO
pricing and valuation in relation to our Listing;
(iii) to participate as a member of the due diligence working group for the purpose of due
diligence exercise as required for our Listing;
(iv) to assist our Group in compiling information and documents for our Listing;
(v) to assist in reviewing this Prospectus and documents prepared by the relevant advisers
in relation to our Listing; and
Newfields Advisors has also confirmed that as at the LPD, there are no circumstances that exists
or is likely to exist to give rise to a potential conflict of interest situation in its capacity as our
Financial Adviser.
RDS is of the view that the abovementioned do not give rise to a conflict of interest situation in
its capacity as the Solicitor as to Malaysian law in respect of our IPO due to the following:
(i) RDS’s appointment as the solicitor for the ICP and IMTN Programme arose in the
ordinary course of its business as a law firm; and
(ii) RDS does not receive or derive any financial interest or benefits save for the professional
fees received in relation to its appointment as the solicitor for the ICP and IMTN
Programme.
RDS has also confirmed that as at the LPD, there are no circumstances that exists or is likely to
exist to give rise to a potential conflict of interest situation in its capacity as the Solicitors as to
Malaysian law in respect of our IPO.
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Deloitte PLT confirms that there is no existing or potential conflict of interest in its capacity as the
Auditors and Reporting Accountants for our IPO.
Vital Factor confirms that there is no existing or potential conflict of interest in its capacity as the
Independent Business and Market Research Consultants for our IPO.
CBRE WTW Valuation & Advisory Sdn Bhd confirms that there is no existing or potential conflict
of interest in its capacity as the Independent Valuer for our IPO.
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The following table sets out a summary of the consolidated statements of profit or loss and other
comprehensive income and consolidated statements of financial position of our Group for the
Financial Years Under Review. The consolidated financial statements have been prepared in
accordance with MFRS and IFRS and should be read in conjunction with the Accountants’ Report
as set out in Section 13 of this Prospectus.
There are no accounting policies which are peculiar to our Group because of the nature of the
business or industry which we are involved in. For further details on the accounting policies of
our Group, please see Note 3 of the Accountants’ Report as set out in Section 13 of this
Prospectus.
12.1.1 Consolidated statements of profit or loss and other comprehensive income of our Group
Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
Notes:
Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
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Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
(6) Computed based on PAT attributable to owners of our Company over 62,500,000 Shares.
Audited as at 31 March
2020 2021 2022
RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 2,833 2,094 8,233
Right-of-use-assets 339 1,223 686
Intangible assets 85 - 2,810
Inventories – land held for property
development 485,169 538,799 528,764
Goodwill 1,149 1,149 1,149
Deferred tax assets 5,297 13,794 12,815
Prepaid expenses - 994 1,789
Total non-current assets 494,872 558,053 556,246
Current assets
Inventories – property development cost 216,661 270,156 196,428
Inventories – completed properties 55,390 40,424 80,205
Contract assets 27,196 33,902 117,432
Contract cost assets 4,311 8,169 8,427
Trade receivables 61,555 78,720 74,209
Other receivables, refundable deposits and
prepaid expenses 11,019 39,211 47,055
Current tax assets 1,463 2,382 4,125
Deposits, cash, bank balances and Housing
Development Accounts 154,751 161,622 280,472
Total current assets 532,346 634,586 808,353
TOTAL ASSETS 1,027,218 1,192,639 1,364,599
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Audited as at 31 March
2020 2021 2022
RM’000 RM’000 RM’000
LIABILITIES
Non-current liabilities
Land cost payable 75,350 504 -
Lease liabilities 128 637 124
Bank borrowings 230,205 201,965 289,796
Deferred tax liability 290 290 789
Total non-current liabilities 305,973 203,396 290,709
Current liabilities
Trade payables 148,530 241,856 190,477
Other payables and accrued expenses 38,416 46,947 60,252
Contract liabilities 10,092 56,342 109,416
Land costs payable 18,982 77,477 77,021
Lease liabilities 188 584 565
Bank borrowings 181,803 190,537 158,225
Tax liabilities 25,768 14,730 12,878
Total current liabilities 423,779 628,473 608,834
TOTAL LIABILITIES 729,753 831,869 899,543
TOTAL EQUITY AND LIABILITIES 1,027,218 1,192,639 1,364,599
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The table below summarises our capitalisation and indebtedness as at 30 September 2022 and
is based on the assumption that our Pre-IPO Exercise, IPO, Listing and the use of proceeds from
our Public Issue to repay RM[●] million outstanding amount of our borrowings as set out in
Section 4.8 of this Prospectus.
The pro forma financial information below does not represent our actual capitalisation and
indebtedness as at 30 September 2022 and is provided for illustrative purposes only.
Indebtedness (1)
Current
Secured and guaranteed:
Term loans 67,417 67,417 [●] [●]
Bridging loans 2,335 2,335 2,335 2,335
Bank overdrafts 9,800 9,800 9,800 9,800
79,552 79,552 [●] [●]
Non-Current
Secured and guaranteed:
Term loans 312,410 312,410 312,410 312,410
Bridging loans 7,076 7,076 7,076 7,076
319,486 319,486 319,486 319,486
Notes:
(1) Indebtedness refers to financial liabilities arising from financing activities, which include bank
borrowings and lease liabilities. The lease liabilities of our Group comprise the leases of several
assets including office building and office equipment recognised in accordance with MFRS 16
Leases.
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The following management’s discussion and analysis of our Group’s financial conditions and
results of operations for the Financial Year Under Review should be read with the Accountants’
Report as set out in Section 13 of this Prospectus.
We are an urban property developer focusing on the development of high-rise residential and
commercial as well as affordable properties in FT Kuala Lumpur. Other services include the
provision of management services comprising supervision of third-party property management
companies during their course of managing the properties.
12.3.2 Significant factors materially affecting our operations and financial results
The significant factors affecting our business are set out below:
We are subjected to external factors, which are beyond the control of our management,
and these may affect the timely completion of property development. The timely
completion of our developments depends on among others, delays in obtaining permits
or approvals from relevant authorities, delays in the construction and related works
performed by the contractors, land clearing and preliminary works such as underlying
topography or encumbrances or land, weather conditions at the development sites,
outbreaks, epidemics or pandemics, where any one or a combination of these factors
may interrupt our on-site operations. Any delays in the completion of our property
development may result in claims for LAD by our customers and / or an increase in our
overall costs, which would affect our financial performance. There were no material LAD
payments for the Financial Year Under Review and up to the LPD. Please refer to Section
9.1.9 of this Prospectus for further details.
(ii) Our revenue contribution and profitability performance could vary from year to
year which is attributed to our ability to launch new developments and the property
takes up
Our revenue declined from RM523.86 million in FYE 2020 to RM488.80 million in FYE
2021 and subsequently increased to RM790.44 million in FYE 2022. While our GP
margin declined from 34.12% in FYE 2020 to 31.03% in FYE 2021 and subsequently
improved slightly to 31.58% in FYE 2022. In this respect, our revenue contribution and
profitability performance could vary from year to year.
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In addition, we may be exposed to the risk of acquiring land with adverse topography or
encumbrances or land that may not be feasible for development. Generally, we adopt
two approaches for land acquisition including acquiring land from land owners at an
agreed price or land acquisition through a land exchange arrangement which involves
the construction of government facilities using our financial resources in exchange for
the agreed land. In the event we experience any unforeseen adverse land issues, this
may result in the escalation in our development costs where we may be obligated to
increase the selling price of our properties in order to achieve our desired returns. The
increase in the price of our properties may reduce our competitiveness in the market or
reduce the appeal or level of affordability of our properties to potential buyers. Any
increases in our development costs may also adversely affect the overall profitability of
our developments. Please refer to Section 9.1.2 of this Prospectus for further details.
(iii) Our profitability performance may be affected by the recognition of revenue arising
from terms stipulated in the commercial arrangements and / or agreement
Based on our accounting policy, for properties sold when the development is still on-
going, revenue is recognised over time by reference to the progress towards complete
satisfaction of that performance obligation stated in the contract namely the SPA. As for
the completed properties, the revenue is recognised at a point in time upon delivery of
completed development units where the control of the completed units has been passed
to the buyer.
Notwithstanding the above, a certain portion of sales consideration under the HouzKEY
2.0 programme based on the framework agreements with Maybank Islamic Berhad may
not be recognised due to stipulated terms and conditions in the contract. The revenue for
these sold properties under the HouzKEY 2.0 programme was not fully recognised while
the development cost was fully recognised upon completion of the development. The
remaining unrecognised portion of revenue is dependent on the occurrence or non-
occurrence of a future event that is not substantially within the control as it is subject to
the customers exercising the option to purchase the unit.
In this respect, any changes in revenue recognition arising from terms stipulated in the
commercial arrangement and agreement such as the framework agreements mentioned
above may affect our financial performance.
.
(iv) We are subject to financial risks including liquidity risk and interest rate risk that
may result in financial distress if we fail to meet our financial and performance
obligations
Our working capital requirements for our property development operations are funded by
internally generated funds and external financing in the form of borrowings from financial
institutions. Our bank borrowings increased from RM412.01 million in FYE 2020 to
RM448.02 million in FYE 2022, mainly contributed by the higher utilisation of term loans
to fund our developments. In this respect, we may be exposed to the liquidity risk that
arises principally from our borrowings and the timing of costs incurred for property
development and collections from the purchasers for the sales of our properties.
As at 31 March 2022, our bank borrowings of RM448.02 million were interest bearing
which are based on floating interest rates. Our finance cost increased from RM15.65
million in FYE 2020 to RM18.51 million in FYE 2021 and RM17.74 million in FYE 2022.
In this respect, any increases in interest rates may impact on our financial performance.
Please refer to Sections 12.3.10 and 12.4.3 of this Prospectus for further details on our
finance costs and bank borrowings respectively.
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In addition, any significant increases in interest rates may result in an increase in our
holding expenses during the development period as each development would typically
take approximately 2 to 4 years to complete subject to the type and size of the
development. Any significant increases in interest rates may adversely affect our cash
flow due to the differences in the timing of funds received based on progress payments
from purchasers of our properties. If we fail or encounter difficulties in meeting our
financial obligations when they fall due, this will result in a financial distress condition
which would adversely affect our operations and financial performance. For the Financial
Years Under Review and up to the LPD, we have not defaulted on any payments of either
principal and/or interests in relation to our borrowings.
During FYE 2020, cash flow from operations showed a negative operating cashflow of
RM69.83 million mainly attributed to the payment of land and associated cost in relation
to various land acquisitions including SkySierra Land in Setiawangsa (RM32.56 million),
SkyAwani 5 Land in Sentul (RM12.12 million), SkySanctuary Land (RM16.34 million) as
well as a cost of RM21.63 million from the completion of construction of a sports complex
in FYE 2020 pertaining to the Land Swap Agreement. Please refer to Section 12.4.2 of
this Prospectus for further details on net cash used in operating activities for FYE 2020.
There is no assurance that we would not experience any adverse liquidity conditions
which may materially affect our result of operations and financial performance. Please
refer to Section 9.1.6 of this Prospectus for further details on this risk factor.
The success of property development is dependent on, amongst others, the location of
the land bank and development. Failure in sourcing strategically located land bank for
property development may impair our competitiveness in meeting market needs and
requirements. In this respect, any unfavourable location of the development may affect
the property take-up rate which would then adversely affect our financial conditions and
performance.
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(vi) We are subjected to rectification costs incurred or claims during the defect liability
period
Our business in property development involves granting a DLP which ranges between
12 months and 24 months from the date of vacant possession of the property. Please
refer to Section 7.5.2 of this Prospectus for further details of the DLP of our properties,
In the event of any unexpected defects during the defect liability period, we will have to
incur rectification expenses for repair works that are carried out by our contractors, which
may be identified during this period, at our own costs. In this respect, any material
rectification costs incurred and / or claims would adversely affect our financial condition
and performance. Please refer to Section 9.1.10 of this Prospectus for further details.
(vii) Our financial performance may be affected by claims and legal proceedings
For the FYE 2020, there was a provision of doubtful debts amounting to RM5.13 million
attributed to failure to recover a deposit paid to a third party company in relation to a
proposed joint acquisition of land in 2016 prior to the Financial Years Under Review. The
provision of the doubtful debt was the result of the inability to recover the said deposit
subsequent to the closing of the legal proceeding for the above. Please refer to Section
9.1.12 of this Prospectus for further details.
As at the LPD, save as disclosed in Section 12.7.1 of this Prospectus, we are not
engaged in any other material litigation or arbitration proceedings which may have
material effects on our business and financial performance, or our directors are unaware
of any proceedings or of any fact that are likely to give rise to any proceedings. However,
there can be no assurance that there will not be any other proceedings in the future that
could adversely affect our results of operations and financial performance. Please refer
to Section 9.1.12 of this Prospectus for further details.
In addition, we terminated the services of our contractor for Ascenda Residences in FYE
2017 resulting in a legal dispute which was subsequently settled by way of a settlement
agreement (as disclosed in Section 9.1.3 of this Prospectus). Pursuant to the closing of
an arbitration case pertaining to our termination of the services of a main contractor, we
entered into a Tripartite settlement agreement where we paid the outstanding amount of
RM13.56 million to the main contractor which included cash settlement and payment in
kind by way of contra of 8 units of completed properties (RM6.67 million) in FYE 2021.
As at the LPD, our Group has made all payments required pursuant to the settlement
agreement. Please refer to Sections 9.1.12 and 15.5 of this Prospectus for further details
relating to this risk factor and tripartite settlement respectively.
(viii) We are subjected to the inherent risks in the property development industry that
may affect the performance of the property market
We are subjected to the inherent risks in the property development industry among others
but not limited to political and economic conditions, changing regulatory requirements,
changes in business conditions such as labour shortages, changes in the economic
environment such as inflation and rising interest rates which may affect the demand for
our properties. This would adversely affect our business operations and financial
performance. Please refer to Section 9.2.2 of this Prospectus for further details.
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The spread or outbreak of the COVID-19 or any other contagious or virulent diseases
may potentially affect our business operations. Our business operations were affected
due to various COVID-19 pandemic containment measures between 2020 and 2021.
Please refer to Sections 7.14 and 9.1.4 of this Prospectus for further details on the impact
of COVID-19.
For the Financial Year Under Review, our revenue was mainly derived from the property
development business.
- Revenue from the property development in progress (ongoing development during the
respectively financial year) is recognised over the period of the contract by reference to
the progress towards the completion of the performance obligation. This is based on the
percentage of completion by reference to the property development costs incurred to
date as a percentage of the estimated total cost of development in respect of on-going
development units which have been sold with signed SPA as at the financial reporting
period.
- Revenue from the inventory sales of completed units is recognised at a point in time upon
delivery of completed development units where the control of the completed units has
been passed to the buyer.
The construction revenue is recognised over time using the input method based on the proportion
of the construction cost incurred to date over the estimated total costs for the construction
contract.
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and FYE 2022, the revenue contribution of management services decreased from RM1.88 million
in FYE 2020 to RM0.07 million in FYE 2022. For FYE 2022, management services accounted for
0.01% of our Group’s total revenue.
In FYE 2020, there was construction revenue recognised from the completion of the construction
of a sports complex pursuant to the Land Swap Agreement. The revenue from construction
services is recognised over the period of the contract by reference to the progress towards
complete satisfaction of that performance obligation. The revenue from construction accounted
for 4.13% of our Group’s total revenue in FYE 2020. For further details on our other services,
please refer to Section 7.3.1 of this Prospectus.
12.3.4 Revenue
Note:
(1) Construction revenue was recognised from the completion of construction of a sports
complex pursuant to the Land Swap Agreement.
Note:
(1) Construction revenue was recognised from the completion of construction of a sports
complex pursuant to the Land Swap Agreement.
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Inventory sales of
28,554 5.45 19,220 3.93 32,654 4.13
completed properties
SkyAwani Residences 2,420 0.46 858 0.17 24,805 3.14
Bennington Residences 26,134 4.99 18,086 3.70 7,819 0.99
SkyAwani II Residences - - 276 0.06 30 #
Notes:
(1) Construction revenue was recognised from the completion of construction of a sports
complex pursuant to the Land Swap Agreement.
(2) For FYE 2021, Ascenda Residences recorded a negative revenue of approximately
RM14,000 and this was due to the claim on SPA legal fees in relation to the sales in
previous year.
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Revenue from our property development segment declined by RM12.16 million or 2.43%
to RM488.20 million in FYE 2021 (FYE 2020: RM500.36 million). This was mainly
attributed to the following:
The decline was partially moderated by the increase in revenue from the apartment /
condominium developments, which increased by RM190.21 million or 85.84% to
RM411.80 million in FYE 2021 (FYE 2020: RM221.59 million), mainly contributed by the
apartment / condominium developments, namely SkyAwani III Residences and
SkyAwani IV Residences.
Our development activities also increased progressively upon the easing of the COVID-
19 containment measures by the government in the second half of FYE 2021. Meanwhile,
the progress of our construction activities also increased in FYE 2021 with a higher
proportion of work done. With the easing of containment measures, our sales and
marketing activities also picked up, mainly driven by our digital marketing and
promotional activities.
The revenue from our other segment decreased by RM22.91 million or 97.46% to
RM0.60 million in FYE 2021 (FYE 2020: RM23.50 million) and the decline was mainly
attributed to the completion of construction of a sports complex construction in the
previous FYE 2020 pursuant to the Land Swap Agreement.
The revenue from our property development increased by RM302.17 million or 61.89%
to RM790.37 million in FYE 2022 (FYE 2021: RM488.20 million). This was mainly
attributed to the following:
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The increase in revenue was offset by the decrease in revenue from the others segment
where management services declined by RM0.53 million or 88.59% to RM0.07 million
(FYE 2021: RM0.60 million). This was mainly due to handover of the property
management of the Bennington Residences to the residents’ management committee.
For the Financial Years Under Review, all of our revenue was derived from FT Kuala
Lumpur, Malaysia.
Notes:
(1) Include building construction cost, foundation construction costs and infrastructure cost
such as road construction.
(2) Land cost comprises the land purchase price and other associated costs including, land
conversion and submission costs, land premium, stamp duties, bank charges and
commission, and other relevant levies.
(3) Professional fees comprise fees for the architects, town planners, surveyors, engineers
and other professionals.
(4) Include authority related fees such as fees for development order, building plans, APDL
and other submission documents.
(5) Comprise mainly funding costs, sales related and other direct costs.
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Note:
(1) This was a reversal of the provisional cost pertaining to the construction of a sports
complex in the prior financial years mainly pertaining to authority contributions provided
which were waived subsequently.
Notes:
(1) Mainly comprises a negative cost of sales amounting to RM4.33 million attributed to a
completed mixed development, SkyAwani Residences arising from a reversal adjustment
due to over accrual of development cost in prior financial years.
(2) Refers to the reversal of the provisional cost pertaining to the construction of the sports
complex in the prior financial years as mentioned above.
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For FYE 2021, our cost of sales decreased by RM8.01 million or 2.32% to
RM337.13 million (FYE 2020: RM345.14 million) was mainly attributed to the
decrease in the cost of sales from other segments by RM33.47 million pertaining
to the construction of a sports complex which was completed in FYE 2020 with
a construction cost of RM32.21 million recognised in FYE 2020.
The decrease was partially moderated by the increase in the cost of sales from
the property development segment by RM25.46 million or 8.18% to RM336.58
million in FYE 2021 (FYE 2020: RM311.12 million). This was contributed by the
higher cumulative sales and higher construction progress during FYE 2021 for
SkyMeridien Residences, SkySierra Residences (The Valley), SkyAwani III
Residences and SkyAwani IV Residences.
This was in light of the development activities which were picked up progressively
upon the easing of the containment measures in the second half of FYE 2021,
including the progress of construction activities which also increased with a
higher proportion of works done.
For FYE 2022, our cost of sales increased by RM203.70 million or 60.42% to
RM540.83 million (FYE 2021: RM337.13 million) was attributed to higher
cumulative sales and higher construction progress during the financial year for
SkyMeridien Residences, SkySierra Residences (The Valley) and SkyAwani III
Residences.
The increase was also partially attributed to the cost of sales arising from the
increase in sales of properties from two on-going apartment / condominium
developments, namely SkyVogue Residences and EdgeWood Residences
where EdgeWood Residences was launched during the FYE 2022.
Our total GP grew at a CAGR of 18.18% from RM178.72 million in FYE 2020 to RM249.61 million
in FYE 2022. Our overall GP margin decreased from 34.12% in FYE 2020 to 31.03% in FYE
2021 before recovering slightly to 31.58% in FYE 2022.
Performance of our GP margin may be affected by, among others, the following factors:
(i) market demand, sales volume and price of properties in FT Kuala Lumpur including type
and price range of properties that are being offered and launched;
(ii) changes in the preference of the types of properties and affordability which may affect
the take-up rate of our properties;
(iii) changes in development costs which comprises construction cost, land and associated
costs, professional fees, authority fees and others that may affect our profitability;
(iv) ability to complete the development and handover the completed properties to buyers in
a timely manner as stipulated in the agreement; and
(v) other operating conditions such as operations affected due to various containment
measures implemented by the government during the COVID-19 pandemic as well as
the facilitation of marketing and promotional activities.
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Property development 189,234 105.88 37.82 151,617 99.97 31.06 247,959 99.34 31.37
Sales of developments in progress 180,437 100.96 38.24 147,777 97.44 31.51 228,421 91.51 30.15
Inventory sales of completed properties 8,797 4.92 30.81 3,840 2.53 19.98 19,538 7.83 59.83
(2) -
Others (10,513) (5.88) (44.73) 47 0.03 7.87 1,648 0.66
Management services 73 0.04 3.89 47 0.03 7.87 68 0.03 100.00
(1) (2) 1,580 (2) -
Construction (10,586) (5.92) (48.95) - - - 0.63
Total 178,721 100.00 34.12 151,664 100.00 31.03 249,607 100.00 31.58
Notes:
(1) Gross loss from the construction of a sports complex pursuant to the Land Swap Agreement.
(2) For FYE 2022, there was no revenue for the construction segment. However, there was a gross profit from the construction arising from a reversal of
the provisional cost pertaining to the construction of a sports complex in the prior financial years mainly pertaining to authority contributions provided
which was waived subsequently.
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Total 178,721 100.00 34.12 151,664 100.00 31.03 249,607 100.00 31.58
Notes:
(1) Mainly comprises a negative cost of sales amounting to RM4.33 million attributed to a completed mixed development, SkyAwani Residences, arising
from a reversal adjustment due to over accrual of development cost in prior financial years.
(2) Gross loss from the construction of a sports complex pursuant to the Land Swap Agreement.
(3) For FYE 2022, there was no revenue for the construction segment. However, there was a gross profit from the construction arising from a reversal of
the provisional cost pertaining to the construction of a sports complex in the prior financial years mainly pertaining to authority contributions provided
which was waived subsequently.
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Our overall GP declined by RM27.06 million or 15.14% to RM151.66 million in FYE 2021
(FYE 2020: RM178.72 million), which was mainly attributed to the following:
The decline in GP was partially moderated by the increase in GP from the apartment /
condominium developments, which increased by RM48.00 million or 60.69% to
RM127.09 million in FYE 2021 (FYE 2020: RM79.09 million), mainly contributed by the
apartment / condominium developments, including SkyAwani III Residences, SkyAwani
IV Residences and SkySierra Residences (The Valley). This was also reflected in the
increase in revenue by 85.84% from this type of development in FYE 2021 as our
development activities also increased progressively upon the easing of the containment
measures in the second half of FYE 2021.
As for FYE 2020, there was a gross loss of RM10.59 million from the construction of the
sports complex pursuant to the Land Swap Agreement. This was mainly due to the
additional scope of work for the enhancement of the sport complex which comprises the
installation of solar power systems as well as the cost incurred for green building index
assessment.
Our overall GP margin decreased from 34.12% in FYE 2020 to 31.03% in FYE 2021
mainly due to a decline in GP margin from the property development segment from
37.82% in FYE 2020 to 31.06% in FYE 2021. This was mainly attributed to the following:
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Our overall GP margin increased from 31.03% in FYE 2021 to 31.58% in FYE 2022,
mainly
- a high GP margin of 77.07% from the mixed developments segment arising from
the inventory sales of relatively high margin commercial units from a mixed
development, namely SkyAwani Residences.
For the Financial Years Under Review, all of our GP and GP margin was derived from
FT Kuala Lumpur, Malaysia.
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Notes:
(1) Include mainly the deposits forfeited resulting from the cancellations pursuant to the signed SPA
and administrative fees forfeited.
(2) Refers to the compensation pertaining to LAD that we claimed from the piling contractor due to a
delay in the completion of piling works for a development.
Our other operating income decreased by RM2.00 million or 38.36% to RM3.21 million in FYE
2021 (FYE 2020: RM5.21 million), this was mainly attributed to the following:
- a decrease in compensation claims by RM1.38 million in FYE 2021 as there was LAD
imposed to a piling contractor in FYE 2020 mainly due to their delay in completion of
pilling works for SkyAwani II Residences; and
- a decrease in interest income from fixed deposits of RM0.78 million in FYE 2021 due to
lower fixed deposits placed with the licensed banks in FYE 2021.
Our other income decreased by RM0.07 million or 2.10% to RM3.14 million in FYE 2022 (FYE
2021: RM3.21 million). This was mainly due to a decline in forfeiture of deposits as there was
lower cancellation of SPA in FYE 2022 where the forfeiture of deposits from the cancellation of
SPA declined by RM0.80 million to RM0.32 million in FYE 2022.
The decline was partially offset by the increase in interest income from fixed deposits due to
higher fixed deposits placed during the FYE 2022 as well as sundry income and rental income.
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Notes:
(1) Include digital marketing cost (consist of website development and maintenance cost, social media
lead generation cost as well as digital campaign related costs), printed marketing materials and
scale model costs.
(2) Other selling and marketing expenses include miscellaneous expenses incurred to hand over the
property upon the issuances of vacant possession, costs of premium items and gifts, signboards
and branding events.
Our sales and marketing expenses increased by RM3.31 million or 33.90% to RM13.06 million
in FYE 2021 (FYE 2020: RM9.76 million), mainly due to a higher marketing cost incurred in
relation to digital marketing related costs for our property developments. In FYE 2021, we
launched two developments namely SkyAwani V Residences and SkyVogue Residences. The
marketing costs increased by RM4.81 million to RM7.66 million in FYE 2021 (FYE 2020: RM2.86
million).
The increase was also partially attributed to an increase in consultant and agency related costs
by RM1.15 million to RM1.73 million in FYE 2021 (FYE 2020: RM0.58 million), mainly contributed
by the increase in concept design fees for advertisement posts and video production as well as
the cost incurred for digital marketing and promotional expenses.
Our sales and marketing expenses decreased by RM2.31 million or 17.70% to RM10.75 million
in FYE 2022 (FYE 2021: RM13.06 million), mainly attributed to a decrease in marketing costs
arising from lower marketing activities as we launched one development (EdgeWood
Residences) in FYE 2022 compared to two developments as mentioned above in FYE 2021. The
decrease was also partly attributed to a favourable take up of the said developments launched
in FYE 2021 which reduces the need for marketing activities. As at the LPD, the take up rates of
SkyAwani V Residences and SkyVogue Residences were approximately 99% and 95%
respectively. The marketing costs decreased by RM1.90 million or 24.84% to RM5.76 million in
FYE 2022 (FYE 2021: RM7.66 million).
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Notes:
(1) Staff costs mainly consist of salaries, wages and allowances, bonuses, employees provident fund,
social security contributions and other staff related costs. Directors’ remuneration mainly consists
of salaries, allowances, bonuses, employees provident fund, social security contributions.
(2) This refers a provision of penalty of RM5.88 million pertaining to late payment for phase 2 of
SkySierra Land in FYE 2022. The acquisition of land pursuant to the SkySierra SPA is still pending
transfer to our Group upon settlement of the balance purchase price and the payment is expected
to be made by November 2022.
(3) This refers to the provision of Bumi quota penalty amounting to RM3.43 million for two
developments.
(4) The recognition and measurement of impairment losses are in accordance with MFRS136
Impairment of Assets where it is recognized if the carrying amount of the asset is not recoverable
and exceeds its fair value. The impairment losses mainly arise from the advertisement right for a
period of 6 years granted by a local authority in exchange for the construction of an overhead
pedestrian bridge which was completed in FYE 2022.
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- For FYE 2020, there was a provision of doubtful debts amounting to RM5.13 million
attributed to failure to recover a deposit paid to a third party company in relation to a
proposed joint acquisition of land in 2016 prior to the Financial Years Under Review. The
provision of the doubtful debt was the result of inability to recover the said deposit
subsequent to the closing of the legal proceeding for the above. Please refer to Section
9.1.12 of this Prospectus for further details.
- For FYE 2022, there was a provision of doubtful debts of RM1.69 million mainly attributed
to an unclaimable GST output tax of RM1.42 million and RM0.27 million of excess
redemption sums against bank borrowings.
(6) Include depreciation of property, plant and equipment as well as right-of-use assets.
(7) Include expenses on short term leases including rental of motor vehicles and leasing of office
equipment.
(8) Include penalties imposed by authorities on late payments and / or penalty on tax payments.
Please refer to Section 7.23.1 of this Prospectus for further details.
(9) This refers to a lower net realisable value of 1 unit completed commercial properties from
SkyAwani Residences development as the net realisable value was lower than the estimated
selling price during the financial period assessment for FYE 2020.
(10) Other administrative expenses include travelling and accommodation expenses, insurance and
office related expenses.
Our administrative expenses decreased by RM7.80 million or 13.75% to RM48.95 million in FYE
2021 (FYE 2020: RM56.75 million). This was mainly attributed to a decrease in allowance of
doubtful debts by RM5.87 million to RM0.10 million in FYE 2021 (FYE 2020: RM5.97 million) as
there was a provision of doubtful debts of RM5.13 million in FYE 2020 attributed to the failure to
recover a deposit paid to a third party company in relation to a proposed joint land acquisition
proposal in 2016 prior to the FYE 2020.
The decrease was also partly attributed to the decrease in expenses related to stamp duty,
licences fees, licence, quit rent and associated processing fees by RM1.53 million, and a
decrease in bank charges and related facility fees by RM1.48 million in FYE 2021 as well as a
decline in penalties by RM1.36 million in FYE 2021 related to the penalties imposed by authorities
on late payments and / or penalty on tax payments.
The increase was partially offset by the increase in utilities and office upkeep expenses by
RM1.09 million in FYE 2021 as well as an increase in staff cost by RM1.07 million in FYE 2021
due to the increase in the number of employees from 173 employees in FYE 2020 to 210
employees in FYE 2021.
Our administrative expenses increased by RM25.29 million or 51.66% to RM74.24 million in FYE
2022 (FYE 2021: RM48.95 million), mainly attributed to the following:
- there was a provision of penalty pertaining to late payment interest imposed for phase 2
of SkySierra Land amounting to RM5.88 million in FYE 2022 as stipulated in the
agreement.
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- there was also a provision of Bumiputera quota penalty amounting to RM3.43 million for
2 developments, namely SkyLuxe On The Park Residences and SkyVogue Residences
in FYE 2022. The provision of Bumiputera quota penalties refers to expected claims
based on estimated penalties to be imposed by the local authorities as stipulated in the
approval for the developments.
- an increase in staff costs by RM7.86 million or 29.64% to RM34.38 million in FYE 2022
(FYE 2021: RM26.52 million) mainly due to the increase in the number of employees
from 210 employees in FYE 2021 to 215 employees in FYE 2022 as well as increases
in bonus payments.
- an increase in professional fees by RM3.16 million to RM5.77 million in FYE 2022 (FYE
2021: RM2.60 million) mainly attributed to advisory fees for tax audits, IPO related
expenses, as well as professional fees incurred for our proposed build-to-rent
developments. Please refer to Section 7.7 of this Prospectus for further details on our
expansion into build-to-rent developments.
- increase in the provision of doubtful debts by RM1.73 million to RM1.83 million in FYE
2022 (FYE 2021: RM0.10 million) mainly attributed to the doubtful debts of RM1.69
million attributed to an unclaimable GST output tax of RM1.42 million and RM0.27 million
of excess redemption sums against bank borrowings.
Our finance cost increased by RM2.86 million or 18.27% to RM18.51 million in FYE 2021 (FYE
2020: RM15.65 million), which was mainly attributed to the increase in interest expense on bank
borrowings. This was mainly due to the higher utilisation of bridging loans as working capital for
our property development operations.
Our finance cost decreased by RM0.77 million or 4.15% to RM17.74 million in FYE 2022 (FYE
2021: RM18.51 million), was mainly attributed to higher redemption for repayment of term loans
resulted in lower outstanding loans, which contributed to lower interest expenses.
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For the FYE 2020, there was a share of losses of RM7,348 from associated companies then,
namely Medan Srijuta and Rimba Maju.
In January 2020, our Group acquired an additional 30.00% of equity interest in two said
associated companies, namely Medan Srijuta and Rimba Maju. Upon the completion of the
acquisitions, Medan Srijuta and Rimba Maju become our Subsidiaries and ceased to be the
associated companies of our Group. Please refer to Section 6.4 of this Prospectus for further
details on our Subsidiaries.
There was no share of results of associated companies in FYE 2021 and FYE 2022 as the two
said associated companies, namely Medan Srijuta and Rimba Maju become our Subsidiaries
upon the completion of acquisitions as mentioned earlier.
Our PBT decreased by RM27.41 million or 26.94% to RM74.35 million in FYE 2021 (FYE 2020:
RM101.76 million) and our PAT decreased by RM1.94 million or 2.97% to RM63.31 million in
FYE 2021 (FYE 2020: RM65.25 million). The decrease in both PBT and PAT was mainly due to
the decrease in our GP from our property development business and other income as explained
in Sections 12.3.6 and 12.3.7 of this Prospectus respectively.
Our PBT margin declined from 19.43% for FYE 2020 to 15.21% for FYE 2021 while our PAT
margin increased from 12.46% for FYE 2020 to 12.95% for FYE 2021. The decline was mainly
due to the lower GP margins from our property development business and a decrease in other
income. Please refer to Sections 12.3.6 and 12.3.7 of this Prospectus for further details on our
GP margin by business activities and other income respectively.
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For FYE 2020, our effective tax rate was 35.88% which was higher than the statutory tax rate of
24%. This was mainly due to the tax impact of an aggregated non-deductible tax expenses of
RM10.52 million mainly arising from the under provision of income tax from Bennington
Development and Citra Amal as well as the provision of deferred tax from SkyMeridien
Development.
For FYE 2021, our effective tax rate was 14.85% which was lower than the statutory tax rate of
24%. This was mainly due to the provision of deferred tax from SkyVogue Development and the
under provision of deferred tax from SkyAwani 5 Development.
Our PBT increased by RM75.67 million to RM150.02 million in FYE 2022 (FYE 2021: RM74.35
million) while our PAT also increased by RM40.98 million or 64.72% to RM104.29 million in FYE
2022 (FYE 2021: RM63.31 million). The increase in both PBT and PAT was mainly driven by the
increase in our GP from our property development business as explained in Section 12.3.6 of
this Prospectus.
Our PBT margin improved from 15.21% for FYE 2021 to 18.98% for FYE 2022 and our PAT
margin also improved slightly from 12.95% for FYE 2021 to 13.19% for FYE 2022. The
improvement in PBT margin was mainly attributed to the lower proportion of operational
expenses and finance cost against the revenue generated where our operational expenses and
finance cost contribution was approximately 13.00% over total revenue for FYE 2022 which was
lower compared to 16.47% for FYE 2021.
For FYE 2022, our effective tax rate was 30.48% which was higher than the statutory tax rate of
24%. This was mainly due to the following:
- tax impact of aggregated non-deductible tax expenses of RM3.78 million mainly arising
from the provision of doubtful and provision of penalties including the penalty on late
payment for the phase 2 SkySierra Land and penalty on Bumiputera unit quotas.
- under provision of estimated tax payable in prior years amounting to RM4.70 million and
under provision of deferred tax in prior years of RM1.96 million.
Please refer to Section 13 Note 11 of this Prospectus for further details on the income tax
expenses.
Our business operations are financed by a combination of both internal and external sources of
funds. Internal sources of funds comprised shareholders’ equity and cash generated from our
operations, while external sources were mainly banking facilities from financial institutions. The
utilisation of these funds was for our business operations and growth.
(i) cash and bank balances with licensed banks of RM17.50 million (excluding Housing
Development Accounts and fixed deposits placed and pledged to the bank); and
(ii) working capital of RM199.52 million, being the difference between current assets of
RM808.35 million and current liabilities of RM608.83 million.
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As at the LPD, we have credit facilities, which consist of term loans and revolving credits with a
total credit limit of RM0.89 billion, of which RM375.14 million has yet to be utilised.
After taking into consideration the funding requirements for our committed capital expenditures,
our future plans as set out in Section 7.7 of this Prospectus, our existing level of cash and bank
balances with licensed banks, expected cash flows to be generated from our operations, credit
facilities available and the estimated net proceeds from the Public Issue, our Board is of the view
that we will have sufficient working capital for 12 months from the date of this Prospectus.
The following is our cash flow for the Financial Years Under Review based on our audited
Consolidated Financial Statements. This should be read in conjunction with the Accountants’
Report in Section 13 of this Prospectus.
Note:
Our cash and cash equivalents are mainly held in RM and others that are held in foreign
currencies including USD and VND. There are no legal, financial of economic restrictions on our
Subsidiary’s ability to transfer funds to our Company in the form of cash dividends, loans or
advances subject to the availability of distributable profits and reserves, and any applicable
financial covenants.
FYE 2020
For FYE 2020, our net cash used in operating activities was RM69.83 million after taking
into account the following:
(a) increase in the inventory of land held for property development by RM150.61
million is mainly attributed to the following:
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(d) decrease in contract liabilities of RM31.39 million which was mainly contributed
by SkyAwani III Residences where the earlier progress billings issued had
subsequently meet the revenue recognition criteria in FYE 2020.
(e) decrease in other payables and accrued expenses of RM26.05 million which was
mainly attributed to the repayment of RM29.52 million to the amount owing to the
related companies owned by our Directors namely Datuk Seri Ng and Datuk Lam
during FYE 2020. This was previously due to advances and expenses paid on
behalf of the company which were interest free and repayable on demand. As at
the LPD, these outstanding advances due to related companies have been fully
settled.
(f) increase in contract cost assets by RM4.31 million mainly attributed to higher
costs incurred in sales and marketing activities for our developments, mainly
SkyAwani III Residences and SkyAwani IV Residences.
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- RM17.41 million of the amount owing to land owner for land and
associated cost pursuant to the acquisition of SkyAwani V Land as
mentioned above.
(b) decrease in contract assets of RM36.43 million mainly attributed to lower accrued
billings from Bennington Residences, SkyAwani II Residences and SkyLuxe On
The Park Residences as the said developments were completed in FYE 2020.
FYE 2021
For FYE 2021, our net cash from operating activities was RM46.11 million mainly after
taking into account the following:
(b) increase in contract liabilities by RM46.25 million, mainly due to higher progress
billings issued to purchasers for the SkyAwani IV Residences and SkyAwani V
Residences pertaining to the 10% initial payments collected upon the signing of
SPA.
(d) increase in other payables and accrued expenses by RM8.53 million, attributed
to other payables including accrued interest expenses, accrued rebates and
incentives, office associated expenses as well as an increase in accrued
expenses mainly professional fees and staff bonus payables.
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(a) increase in inventory of land held for property development by RM95.79 million
comprising:
- land and associated costs of RM43.81 million for the SkySanctuary Land
including preliminary land surveying and related fees, infrastructure
costs, squatters’ compensation as well as other costs including
professional fees, stamp duties, banking charges and commission,
conversion fees and other relevant levies; and
(c) decrease in land cost payables by RM16.35 million mainly due to the settlement
of the associated land cost of RM17.41 million for SkyAwani 5 Land.
(e) increase in contract assets by RM6.71 million attributed to higher accrued billings
which mainly for SkyAwani III Residences development.
(f) increase in contract cost assets by RM3.86 million mainly attributed to higher
costs incurred of sales and marketing activities for our developments, mainly
SkyAwani IV Residences and SkySierra Residences (The Valley).
FYE 2022
For FYE 2022, our net cash from operating activities was RM84.15 million mainly after
taking into account the following:
(b) increase in contract liabilities by RM53.07 million, mainly attributed to the higher
progress billings issued to purchasers for the SkySierra Residences (The Valley)
and SkyVogue Residences.
(c) decrease in inventories of completed units by RM13.17 million which was mainly
attributed to 27 completed units sold comprising 18 units of shop units sold from
SkyAwani Residences development and 9 completed sold from the Bennington
Residences development.
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(d) increase in other payables and accrued expenses by RM9.87 million, mainly
attributed to the provision of a penalty of RM5.88 million pertaining to late
payments for the phase 2 of SkySierra Land and provision of Bumiputera quota
penalty amounting to RM3.43 million, as well as accrued expenses including
accrued retaining fees, accrued incentives and cashback packages, and accrued
professional fees and staff bonus payables.
(e) decrease in trade receivables by RM4.37 million which was attributed to lower
outstanding balances at the end of FYE 2022 mainly resulted from balance
stakeholder sum collections from the completed developments including
SkyAwani II Residences, Bennington Residences and SkyLuxe On The Park
Residences as well as high collections from the SkyAwani V Residences
development.
(a) increase in contract assets by RM83.53 million, mainly due to higher accrued
billings resulting from the development cost incurred from SkyAwani III
Residences development.
(c) increase in inventories of land held for property development by RM45.26 million,
mainly attributed to the following:
FYE 2020
For FYE 2020, our net cash used in investing activities was RM3.60 million. This was
mainly attributed to RM4.00 million of fixed deposits pledged for banking facilities.
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FYE 2021
For FYE 2021, our net cash from investing activities was RM9.29 million. This was mainly
attributed to RM8.71 million which was lifted from fixed deposits pledged.
FYE 2022
For FYE 2022, our net cash used in investing activities was RM19.93 million. This was
mainly attributed to the following:
(b) RM7.04 million was mainly used to fund the purchase of our new Block D office
building located in Excella Business Park, Ampang.
(c) RM5.52 million was mainly used to fund the construction of the overhead
pedestrian bridge pertaining to the exchange of 6-year advertisement rights
granted by the local government.
FYE 2020
For FYE 2020, our net cash from financing activities was RM80.71 million. This was
mainly attributed to RM158.85 million proceeds from the bank borrowings including term
loans, bank overdrafts and bridging loans to fund our property development operations.
This was partially offset by the repayment of bank borrowings amounting to RM77.47
million.
FYE 2021
For FYE 2021, our net cash used in financing activities was RM59.11 million. This was
mainly attributed to the repayment of bank borrowings amounting to RM255.26 million
during the FYE 2021. This was partially offset by RM196.75 million proceeds from bank
borrowings including term loans, bank overdrafts and bridging loans to fund our property
development operations.
FYE 2022
For FYE 2022, our net cash from financing activities was RM73.56 million. This was
mainly attributed to RM334.57 million proceeds from bank borrowings including term
loans, bank overdrafts and bridging loans to fund our property development operations.
This was partially offset by the repayment of bank borrowings amounting to RM260.34
million.
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As at 31 March 2022, our Group’s total bank borrowings were set out below:
As at 31 March 2022
Repayable Repayable
within 12 after 12
Type of borrowings months months Total
RM’000 RM’000 RM’000
Term loans (1) 73,955 289,796 363,751
Bank overdrafts (2) 76,418 - 76,418
Bridging loans (3) 7,852 - 7,852
Notes:
(1) Term loans were mainly utilised to fund property development operations under our Subsidiaries
including SkyWorld Development, SkySanctuary Development, and SkyAwani 5 Development.
(2) Bank overdraft was mainly used to fund the working capital and property development operations
under SkyWorld Development.
(3) Bridging loans were mainly used to fund property development operations carried out by SkyVogue
Development.
(5) Calculated based on total borrowings less deposit, bank and cash balances over total equity.
Our Group has not defaulted on any payment of either principal sums and / or interest in relation
to borrowings for the Financial Year Under Review and up to the LPD.
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As at 31 March 2022, all bank borrowings are interest bearing which are floating rate borrowings.
The details of the bank borrowings as at 31 March 2022 are set out below:
Bank
Maturity profile Term loans overdrafts Bridging loans Total
RM’000 RM’000 RM’000 RM’000
Less than 1 year 73,955 76,418 7,852 158,225
More than 1 to 2 years 129,100 - - 120,100
More than 2 to 5 years 160,696 - - 160,696
Total 363,751 76,418 7,852 448,021
Interest rates per annum 4.07% - 8.95% 5.01% - 6.90% 4.88% - 5.41% 4.07% - 8.95%
As at the LPD, our Group is not in breach of any terms and conditions or covenants associated
with the credit arrangements or bank loans, which can materially affect the financial position and
results of business operations or investments by holders of securities in our Company.
As at the LPD, save as disclosed in Section 12.4.3 above, our Group did not use any other
financial instruments.
Our Group established RM600 million IMTN and RM400 million ICP programme in November
2017 followed by the issuance of RM50 million IMTN in December 2017 and issuance of ICP
totalling RM29.46 million between January 2018 and July 2018. The IMTN and ICP were fully
redeemed in 2018 and the IMTN and ICP programmes were subsequently retired in July 2020.
Please refer to Section 13 Note 29 of this Prospectus for further details on the said IMTN and
ICP programmes.
Our Group’s operations have been funded through shareholders’ equity, cash generated from
our operations, and external sources of funds. The external sources of funds consist primarily of
banking facilities from financial institutions. The normal credit terms granted by our suppliers
range from 30 days to 90 days during the Financial Year Under Review.
As at the LPD, our Group’s banking facilities from financial institutions consist of term loans, bank
overdrafts and bridging loans used to fund our property development operations. The interest
rates for our bank borrowings are based on the market rates prevailing at the date of the
respective transactions. As at the LPD, our Group has available banking facilities of RM0.89
billion including term loans, bank overdrafts and bridging loans, of which RM375.14 million has
yet to be utilised.
The main objective of our capital management is to ensure sustainable shareholders’ equity to
ensure our ability to support and grow our business in order to maximise shareholders’ value.
We review and manage our capital structure to maintain our gearing ratio at an optimal level
based on our business requirements and prevailing economic conditions.
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As at the LPD, our Group’s material commitments for capital expenditure are summarised below:
Source of Funds
(1) (2)
Commitment Internally
for capital generated funds / Proceeds from
expenditure others the Public Issue
RM’000 RM’000 RM’000
Approved and contracted for:
• Capital expenditure for new build-
to-rent developments namely 19,138 19,138 -
Sama Square
Notes:
(1) Excluding costs for property development operations such as land and associated costs and
development expenditure.
(2) Other funding is through bank borrowings or debt financing such as sukuk programme.
The capital commitments above will be funded through internally generated funds. Please refer
to Section 7.7 of this Prospectus for further details pertaining to the expansion into new build-to-
rent developments.
The Defendant alleges that the temple is built on the land in 2009 prior to SkySanctuary
Development’s acquisition of the land and SkySanctuary Development has knowledge
of the temple occupying the land at the time when SkySanctuary Development acquired
the land. The Defendant further alleges that DBKL has given assurance to the temple
that the temple will not be demolished unless there is a suitable alternative site.
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The hearing took place on 14 September 2022, the case was dismissed with costs of
RM 5,000.00. We, as the Plaintiff, is able to file an appeal against the decision of the
High Court within 30 days from the date of the decision, i.e., on or before 14 October
2022. As such, a notice of appeal against the decision of the High Court was filed on 11
October 2022. The Court of Appeal has given directions to file the record of appeal on
or before the case management date which has been fixed on 10 January 2023.
Clarification on the decision of the High Court has been sought and it is currently pending
an appointment date to be fixed by the High Court.
Nonetheless, as the temple is built on the peripheral of our development project land and
it will not have any material impact on our development.
The Plaintiff commenced an action against us in the Sessions Court for the sum of
RM267,485.28 being the balance sum payable for services rendered to organise the
SkyWorld Wellness Run. We pleaded in our defence that the Plaintiff has breached the
terms and conditions of the contract for service and counterclaimed for the refund of RM
258,532.94 which was paid to the Plaintiff.
The Sessions Court dismissed the Plaintiff’s claims and our counterclaim. The Plaintiff
appealed to the High Court against the decision of the Sessions Court. In addition, we
also filed an application to strike out the appeal made by the Plaintiff on grounds that the
notice of appeal was filed without filing a notice of change of solicitors in the Sessions
Court. The High Court allowed the application to strike out the Plaintiff’s appeal with
costs. The Plaintiff then filed an appeal to the Court of Appeal (“COA”).
On 9 September 2022, the Plaintiff’s appeal was struck out by the COA and has up to
30 days from 9 September 2022 i.e. 11 October 2022 to file its notice of appeal. As of to
date, we have not been served with the notice of appeal. In the event the Plaintiff files
for an application for an extension of time to file a notice of appeal, the Federal Court will
exercise its discretion and the Plaintiff must produce extraordinary circumstances to
justify its delay. The litigator is of the view that the Federal Court would dismiss its
application for an extension of time as the Plaintiff did not attend court for the hearing of
the appeal in the COA in the first instance and did not respond to notices given by the
litigator.
Save as disclosed above, neither we nor our Subsidiary are engaged in any
governmental, legal or arbitration proceedings, including those relating to bankruptcy,
receivership or similar proceedings which may have or have had, material or significant
effects on our financial position or profitability, in the 12 months immediately preceding
the date of this Prospectus.
As at the LPD, we do not have any other material contingent liabilities which, upon becoming
enforceable, may have a material adverse impact on our results of operations or financial
position.
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Our key financial ratios for the Financial Years Under Review are as follows:
Notes:
(1) Based on average trade receivables as at the beginning and end of the respective financial year
over total revenue of the respective financial years, and multiplied by 365 days.
(2) Based on average trade payables as at the beginning and end of respective financial year over
total cost of sales of the respective financial years, and multiplied by 365 days.
(5) Based on total bank borrowings less deposit, bank and cash balances over total equity.
Notes:
(1) Excluded to stakeholders’ sums of RM42.36 million, RM23.20 million and RM15.32 million as at
FYE 2020, FYE 2021 and FYE 2022 respectively and loss of allowances of RM0.14 million as at
FYE 2022. The stakeholders’ sums are held by solicitors upon handing over vacant possession to
individual purchasers of development properties. Please refer to Section 13 Note 22 of this
Prospectus for further details.
The loss in allowance of RM0.14 million refers to the provision of doubtful debt pertaining to an
amount owing by a purchaser from the Ascenda Residences development.
(2) Based on average trade receivables as at the beginning and end of the respective financial year
over total revenue of the respective financial years, and multiplied by 365 days.
We typically offer our customers 30 days of credit term period from the date of invoice and
progress billings. In addition, we impose an interest rate of 10% per annum on outstanding
amounts that past due the credit term offered.
The trade receivables turnover period increased from 16 days in FYE 2020 to 28 days in FYE
2021 and 26 days in FYE 2022. Despite the increase in the trade receivables turnover period, it
still falls within the credit period granted.
The increase in trade receivables turnover period to 28 days and 26 days in FYE 2021 and FYE
2022 respectively compared to 16 days in FYE 2020. This was mainly due to the longer time
taken for financial institutions to release the first drawdown of the home loan. This also takes into
consideration the timing involved in processing the necessary legal documentation during the
various MCO periods for FYE 2021 and FYE 2022.
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The ageing analysis of our Group of trade receivables as at 31 March 2022 is as follows:
Past Due
More
Not past 31-90 than 90
due 1-30 days days days Total
RM’000 RM’000 RM’000 RM’000 RM’000
(1) 35,210
Trade receivables 9,008 13,523 1,149 58,890
% contribution 59.79 15.30 22.96 1.95 100.00
Subsequent collections as at the LPD (34,880) (8,746) (12,707) (1,058) (57,391)
Note:
(1) Excluded stakeholders’ sums of RM15.32 million and loss allowance of RM0.14 million as at FYE
2022.
As at the LPD, we have collected RM57.39 million or 97.45% of the total trade receivables which
were outstanding as at 31 March 2022. The balance outstanding of RM1.17 million was past due
mainly due to pending disbursement from the bank for properties sold under HouzKEY 2.0
programme.
Notes:
(1) Excluded retention sums of RM51.41 million, RM67.90 million and RM84.87 million as at FYE
2020, FYE 2021 and FYE 2022 respectively.
(2) Based on average trade payables as at the beginning and end of the respective financial year over
total cost of sales of the respective financial years, and multiplied by 365 days.
We deal with our trade payables mainly contractors and suppliers on credit terms. The normal
credit terms given by our trade payables range from 30 to 90 days. Our trade payable turnover
period was 106 days, 147 days and 94 days as at FYE 2020, FYE 2021 and FYE 2022
respectively which exceeded the credit period given.
The trade payables turnover day increased from 106 days in FYE 2020 to 147 days in FYE 2021.
This was mainly attributed to higher outstanding balances on the amount owing to contractors as
there were higher progress claims submitted by the contractors on the construction works done
of various developments at the end of FYE 2021. This contributed to an increase in turnover days
as we took time to validate the documentation as part of our payment processing procedures.
The outstanding claims mainly arise from works done for the SkyAwani III Residences, SkyAwani
IV Residences, SkySierra Residences (The Valley), SkyMeridien Residences, and EdgeWood
Residences.
The trade payables turnover day improved from 147 days in FYE 2021 to 94 days in FYE 2022,
which was mainly attributed to higher payments of trade payables including contractors and
suppliers for several developments including SkyAwani III Residences, SkyAwani IV Residences,
SkySierra Residences (The Valley), SkyMeridien Residences and EdgeWood Residences.
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Despite the improvements in payments to trade payables, the trade payables turnover was 94
days which exceeded the credit period given as at FYE 2022.
The ageing analysis of our Group’s trade payables as at 31 March 2022 is as follows:
Past due
Not past More than
due 1 - 30 days 31 - 90 days 90 days Total
RM’000 RM’000 RM’000 RM’000 RM’000
(1) 100,283
Trade payables 747 94 4,481 105,605
% contribution 94.96 0.71 0.09 4.24 100.00
Subsequent payments as at
(93,590) (747) (94) (4,264) (98,695)
the LPD
Note:
As at LPD, we have settled RM98.70 million or 93.46% of the total trade payables which were
outstanding as at 31 March 2022. The past due outstanding of RM0.22 million of the net trade
payables as at the LPD was mainly attributed to amount owing to contractors and professionals.
As at the LPD. there are no disputes in respect of any trade payables and no legal action has
been initiated by our suppliers or contractors to demand for payment. Nevertheless, we will
continue to monitor the payment processes for payments.
Note:
Our current ratio decreased from 1.26 times as at FYE 2020 to 1.01 times as at FYE 2021. This
was mainly attributed to the higher land cost payables arising from a reclassification of land cost
payables amounting to RM75.16 million from non-current liabilities to current liabilities in FYE
2021 for SkySierra Land. The reclassification arising from the land cost payable is expected to
be settled within 12 months during the FYE 2022 pursuant to the conditions stipulated in the
SkySierra SPA. As at the LPD, the settlement of the land cost payables for SkySierra Land is
expected to be made by November 2022. In addition, higher outstanding trade payables as a
result of timing of progress claims submitted by our contractors in the last quarter of FYE 2021
which were subject to our internal validation process, as well as higher contract liabilities also
contributed to the increase in current liabilities.
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Our current ratio increased from 1.01 times as at FYE 2021 to 1.33 times as at FYE 2022. This
was mainly due to the increase in cash and bank balances contributed by the higher balances
from the Housing Development Accounts arising from higher collections as mentioned above.
This was also partly due to the increase in contract assets of RM83.53 million mainly contributed
by higher accrued billings arising from the development cost incurred for SkyAwani III Residences
development which has yet to bill the purchasers.
Notes:
(1) Bank borrowings consist of term loans, bank overdrafts and bridging loans.
(3) Based on total bank borrowings less deposits, bank and cash balances over total equity.
Our gearing ratio improved from 1.39 times as at FYE 2020 to 1.09 times as at FYE 2021, mainly
due to a decrease in borrowings by RM19.51 million as well as an increase in retained earnings.
The decrease in borrowing by RM19.51 million in FY2021 resulted from the net repayment of
borrowings for financing of a serviced apartment development, namely SkyMeridien Residences.
Our retained earnings increased by RM59.54 million from RM237.96 million in FYE 2020 to
RM297.51 million in FYE 2021.
Our gearing ratio improved from 1.09 times as at FYE 2021 to 0.96 times as at FYE 2022 mainly
due to an increase in retained earnings by RM105.87 million from RM297.51 million in FYE 2021
to RM403.38 million in FYE 2022 while the bank borrowings increased to RM448.02 million as at
FYE 2022 (FYE 2021: RM392.50 million) mainly due to an increase in term loans to fund the
Group’s property development operations.
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Our inventories refer to the completed properties that we developed. For the Financial Year
Under Review, our inventories of completed properties are set out below:
In FYE 2021, the decrease in inventories was mainly attributed to the following:
(i) 25 units of apartment units were sold from Bennington Residences development during
FYE 2021 including 8 units of contra payments against the outstanding payables with
Zalam Corporation Sdn Bhd pursuant to the tripartite settlement.
(ii) 1 unit was sold in FYE 2021 from the SkyAwani Residences inventories.
In FYE 2022, the increase in inventories was mainly attributed to the inventories of 121 completed
units from SkyMeridien Residences development where the development was completed during
FYE 2022. In the same financial year, there were 18 units were sold from the SkyAwani
Residences inventories and 9 units of apartment units were sold from the Bennington Residences
development.
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The ageing analysis of our inventories of completed properties as at 31 March 2022 is as follows:
1 year to
Less than less than 2 More than
1 year years 2 years Total
RM’000 RM’000 RM’000 RM’000
Inventories of completed properties as at 31
52,947 - 27,258 80,205
March 2022
% of the total inventories 66.01% - 33.99% 100.00%
Our business is subject to the risks relating to government, economic, fiscal or monetary policies.
Any unfavourable changes in the government policies, economic conditions, or fiscal or monetary
policies may materially affect our operations in Malaysia. Please refer to Section 9.2.3 of this
Prospectus for further details.
Our financial performances for the Financial Year Under Review were not materially affected by
the impact of inflation. Nevertheless, there can be no assurance that future inflation would not
have an impact on our business and financial performance.
We are exposed to market risks arising from our operations and use of financial instruments. Our
key market risk exposures are to interest rate risk, commodity price fluctuations and foreign
exchange risk.
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All our borrowings are interest bearing obligations. Any hikes in interest rates would affect our
financial performance. Our finance cost mainly comprises interest charges on banking facilities
including term loans, bank overdrafts and bridging loans that are granted by banks and financial
institutions. In this respect, we may be exposed to the liquidity risk that arises principally from our
borrowings and the timing of costs incurred and collections from the purchasers of our properties.
As at 31 March 2022, our bank borrowings of RM448.02 million were interest bearing which are
based on floating interest rates. Our finance cost increased from RM15.65 million in FYE 2020
to RM18.51 million in FYE 2021 and RM17.74 million in FYE 2022. In this respect, any increases
in interest rates may impact on our financial performance. For the Financial Years Under Review
and up to the LPD, we have not defaulted on any payments of either principal and / or interests
in relation to our borrowings. For further details, please refer to Section 9.1.6 of this Prospectus.
Our financial performances for the Financial Year Under Review were not materially affected by
the impact of fluctuation of commodity prices on the relevant building materials such as steel and
concrete materials as we engage contractors to carry out the construction of our property
developments under our management and supervision. Generally, the contractors are
responsible for the construction works as well as the supply of building materials such as steel
and concrete materials which are commodities that are subject to price fluctuations. Our contracts
with contractors are typically fixed lump sum contracts where the cost of construction is fixed
regardless of building material price fluctuations. Nonetheless, as a property developer, we have
a budgeted development cost for our property development which would have taken into
consideration the prices of steel and concrete as any increases in the price of the building
materials would increase the construction costs. Nevertheless, there can be no assurance that
future fluctuation in commodity prices of the said relevant building materials would not have an
impact on our business and financial performance as any increases in construction costs in the
future would affect the pricing of our development, margins and profitability.
For the Financial Year Under Review, we were not materially affected by the impact of fluctuation
of foreign exchange rates as all of our revenue and our purchases are transacted in RM.
Nevertheless, there can be no assurance that future fluctuation in foreign exchange rates would
not have an impact on our business and financial performance.
Due to the nature of our business as a property developer, we do not maintain an order book for
our property development operations. We generate our revenue from property development
operations from the sales of properties from the development in progress, while inventory sales
of completed properties are upon the completion of the SPA.
As at the LPD, save as disclosed in this Prospectus and to the best of our Board’s knowledge
and belief, our operations have not been and are not expected to be affected by any of the
following:
(i) known trends, demands, commitments, events or uncertainties that have had or that we
reasonably expect to have, a material favourable or unfavourable impact on our financial
performance, position and operations other than those discussed in this section and risk
factors in Section 9 of this Prospectus;
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(ii) material commitment for capital expenditure, as set out in Section 12.6 of this
Prospectus;
(iii) unusual, infrequent events or transactions or any significant economic changes that have
materially affected the financial performance, position and operations of our Group, save
as disclosed in this section and risk factors in Section 9 of this Prospectus;
(iv) known trends, demands, commitments, events or uncertainties that had resulted in a
material impact on our Group revenue and / or profits save for those that have been
disclosed in this section, industry overview as set out in Section 8 of this Prospectus and
business strategies as set out in Section 7.7 of this Prospectus;
(v) known trends, demands, commitments, events or uncertainties that are reasonably likely
to make our Group’s historical financial statements not indicative of the future financial
performance and position other than those disclosed in this section and risk factors in
Section 9 of this Prospectus; and
(vi) known trends, demands, commitments, events or uncertainties that have had or that we
reasonably expect to have, a material favourable or unfavourable impact on our Group’s
liquidity and capital resources, other than those discussed in this section and risk factors
in Section 9 of this Prospectus.
(a) On 21 April 2022, the directors of SkyWorld Land allotted 25 ordinary shares at RM1 per
share, representing 25% equity interest of SkyWorld Land to Hijrah Megah Sdn Bhd
Consequently, our Company’s equity interest in SkyWorld Land decreased from 100%
to 75%. SkyWorld Land is principally involved in property development and investment
holding. SkyWorld Land has not commenced any property development operations since
incorporation.
(b) On 25 April 2022, the directors of SkyWorld Properties allotted 20 ordinary shares at
RM1 per share, representing 20% equity interest of SkyWorld Properties to Hijrah Megah
Sdn. Bhd. Consequently, our Company’s equity interest in SkyWorld Properties
decreased from 100% to 80%. SkyWorld Properties is principally involved in property
development and investment holding. SkyWorld Properties has not commenced any
property development operations since incorporation.
(c) On 5 May 2022, SkyWorld Land, a Subsidiary of our Company, acquired 100% equity
interest comprising 2 ordinary shares in Central Enclave for a total consideration of RM25
via cash.
(d) On 9 May 2022, SkyWorld Properties, a Subsidiary of our Company, acquired 100%
equity interest comprising 1,000 ordinary shares in Kem Batu Kentonmen for a total
consideration of RM20 via cash.
(e) Central Enclave and Kem Batu Kentonmen are wholly-owned subsidiaries of SkyWorld
Land and SkyWorld Properties, respectively. As a result of (a) and (b), the effective
interest of our Company in Central Enclave and Kem Batu Kentonmen had decreased
from 100% to 75% and 100% to 80% respectively.
(f) On 14 June 2022, our Company acquired 1 ordinary share in NTP World Corporation
from one of its resigned director of NTP World Corporation for a total consideration of
RM1 via cash
(g) On 28 July 2022, our Company acquired 100% equity interest comprising 100 ordinary
shares in SkyWorld Builder for a total consideration of RM100 via cash.
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(h) On 15 August 2022, our Company acquired 100% equity interest comprising 100
ordinary shares in Aspirasi Cekap for a total consideration of RM100 via cash.
Please refer to Section 13 Note 40 of this Prospectus for further details on significant events
subsequent to the financial year and Section 6.4 of this Prospectus for further details on our
Subsidiaries.
12.15 DIVIDENDS
It is our Directors’ policy to allow our shareholders to participate in the profits of our Group as
well as leaving adequate reserves for the future growth of our Group.
We target a payout ratio of 20.0% of our PAT attributable to owners of our Company for each
financial year on a consolidated basis after taking into account our Group’s working capital
requirements, subject to any applicable law, licence conditions and contractual obligations and
provided that such distribution will not be detrimental to our cash requirements or any plans
approved by our Board.
Our Group’s ability to distribute dividends to our shareholders is subject to various factors, such
as profits recorded and excess of funds not required to be retained for the working capital of our
business. Our ability to declare and pay dividends is subject to the discretion of our Board. Our
Directors will take into consideration, amongst others, the following factors when recommending
or declaring any dividends:
(iii) our anticipated future operating conditions and expansion taking into consideration
projected capital expenditure and investment plans;
As at the LPD, save for any applicable financial covenants and the Act, and subject to the
availability of distributable profits and reserves, there are no dividend restrictions imposed on us
or our Subsidiaries.
Investors should note that this dividend policy merely describes our present intention and shall
not constitute legally binding statements in respect of our future dividends which are subject to
modifications (including non-declaration thereof) at our Board’s discretion. We cannot assure you
that we will be able to pay dividends or that our Board will declare dividends in the future. There
can also be no assurance that future dividends declared by our Board, if any, will not differ
materially from historical dividend levels. Please refer to Section 9.3.6 of this Prospectus for
factors which may affect or restrict our ability to pay dividends.
No inference should or can be made from any of the statements above as to our actual future
profitability and our ability to pay dividends in the future.
For the Financial Years Under Review and up to the LPD, there was no dividend declared, made
or paid by us to shareholders.
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
Deloitte.
Delaine PL T (LLP0010 145-LCA)
Chartered Accountants (AF0080)
Level 16, Menara LGB
1 Ja lan Wan Kadir
Taman Tun Dr. Ismai l
60000 Kuala Lumpur
We have completed our assurance engagement to report on the compilation of pro forma financial
information of SkyWorld Development Berhad ('1he Company") and its subsidiaries (collectively known
as "the Group") as at 31 March 2022 and its related notes as prepared by the directors of the Company .
The pro forma financial information consisting of the pro forma consolidated statements of financial
position of the Group as at 31 March 2022 and the pro forma consolidated statements of profit or loss
and other comprehensive income and pro forma consolidated statements of cash flows for the financial
year ended 31 March 2022 and its related notes is as set out in the accompanying attachment and
stamped by us for the purpose of identification. The pro forma financial information have been prepared
for inclusion in a Prospectus to be issued in connection with the proposed admission to the Official List
and the listing of and quotation for the entire enlarged issued share capital of the Company on the Main
Market of Bursa Malaysia Securities Berhad ("Bursa Securities") ("the Proposal").
The applicable criteria on the basis of which the directors of the Company have compiled the pro forma
financial information are described in Note 2 to the pro forma financial information and as specified in
the Prospectus Guidelines issued by the Securities Commission of Malaysia (the "Prospectus
Guidelines").
The pro forma financial information has been compiled by the directors of the Company to illustrate the
impact of the events or transactions , as set out in Note 3 to the pro forma financial information on the
Group's financial position as at 31 March 2022 as if the events or transactions had taken place as at
31 March 2022. As part of this process, information about the Group's financial position has been
extracted by the directors of the Company from the respective subsidiaries ' financial information for the
financial year ended 31 March 2022, on which an auditors' report has been published.
Directors' Responsibilities
The directors of the Company are responsible for preparing the compilation of pro forma financial
information on the basis set out in the notes thereon in accordance with the requirements of the
Prospectus Guidelines.
We are independent of the Company in accordance with the By-Laws (on Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants ("By-Laws") and the International Ethics
Standards Board for Accountants' International Code of Ethics for Professional Accountants (including
International Independence Standards) ("IESBA Code") and we have fulfilled our other ethical
responsibilities in accordance with the By-Laws and the IESBA Code.
(Forward)
DelOitte refers to one or more of Deloiue Touche TohmatsLJ limited ("aTIl"), Its global network of member firms, and the ir related entities. DTIl (also referred to as "Delolt!e Global") and each
318
of its member firms and their affiliated entities are leg311y separate and independent entities. DTTL does nOt prOVide services to clients. Please see l'IWW.deloitte.com.l3bout to learn more
344
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16 INDEPENDENT
In accordance ASSURANCE
with International REPORT
Standards ON
on Quality THE1 COMPILATION
Control Quality Control forOF PRO
Firms FORMA
that Perform
AuditsFINANCIAL
and ReviewsINFORMATION
of Financial Statements, and Other Assurance and Related Services Engagements
as adopted by the Malaysian Institute of Accountants, Deloitte PL T maintains a comprehensive system
of quality control including documented policies and procedures regarding compliance with ethical
requirements , professional standards and applicable legal and regulatory requirements .
Our Responsibilities
Our responsibility is to express an opinion as required by the Prospectus Guidelines , about whether the
pro forma financial information has been properly compiled , in all material respects , by the directors of
the Company on the basis set out in the note thereon .
For purposes of this engagement , we are not responsible for updating or reissuing any reports or
opinions on any historica l financial information used in compiling the pro forma financial information ,
nor have we , in the course of this engagement, performed an audit or a review of the financial
information used in compiling the pro forma financial information.
The purpose of the pro forma financial information is solely to illustrate the impact of a significant event
or a transaction on unadjusted financial information of the Company as if the event had occurred or the
transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly,
we do not provide any assurance that the actual outcome of the event or transaction would have been
as presented .
A reasonable assurance engagement to report on whether the pro forma financial information has been
prepared , in all material respects, on the basis of the applicable criteria in volves performing procedu res
to assess whether the applicable criteria used by the directors of the Company in the compilation of the
pro forma financial information provide a reasonable basis for presenting the significant effects directly
attributable to the event or transaction , and to obtain sufficient appropriate evidence about whether:
• The related pro forma adjustments give appropriate effect to those cr~eria ; and
• The pro forma financial information reflects the proper application of those adjustments to the
unadjusted financial information .
The procedures selected , depend on our judgement, having regard to our understanding of the nature
of the Company, the event or transaction in respect of which the pro forma financial information has
been prepared and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the pro forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
(Forward)
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
Other Matters
This report has been issued fo r the sole purpose of inclusion in a prospectus to be issued in connection
with the Proposal (in compliance with the Prospectus Guidelines). As such , this letter is not to be used ,
Circulated , quoted or otherwise referred to, for any other purposes nor is it to be filed with , reproduced ,
copied, disclosed or referred , in whole or in part, in any document other than the Proposal.
~v,
DELOITTE PLT (LLP0010145-LCA)
Chartered Accountants (AF 0080)
(Jr
WONG YEW CHOONG
Partner - 03159/06/2023 J
Chartered Accountant
10 November 2022
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16 INDEPENDENT
SKYWORLD ASSURANCE
DEVELOPMENT BERHAD REPORT ON THE COMPILATION OF PRO FORMA
(THE "COMPANY")
FINANCIAL
AND ITS INFORMATION
SUBSIDIARIES (THE "GROUP")
PRO FORMA FINANCIAL INFORMATION
1. GENERAL
The pro forma financial information should be read in conjunction with the historical financial
statements of the Group for the financial year ended 31 March 2022 ("FYE 2022").
The pro forma financial information has been prepared for inclusion in a Prospectus of the
Company in connection with the proposed admission to the Official List and the listing of and
quotation for the entire enlarged issued share capital of the Company on the Main Market of
Bursa Malaysia Securities Berhad .
The Company is a public limited liability company, incorporated and domiciled in Malaysia.
The registered office of the Company is located at Unit 30-01 , Level 30, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur.
The principal place of business of the Company is located Level 8, Block B, Wisma NTP World ,
Excella Business Park, Jalan Ampang Putra, Ampang , 55100 Kuala Lumpur.
The pro forma financial information of the Company are prepared for illustrative purposes only .
The pro forma financial information comprises the following:
Section 3 Pro forma consolidated statements of profit or loss and other comprehensive
income for the FYE 2022
Section 5 Pro forma consolidated statements of cash flows for the FYE 2022
Unless the context otherwise requires , the following words, abbreviations and formulas shall
apply throughout this report:
Abbreviations
Acquisition The acquisition by the Company of the remaining 40% equity interest
in NTP World Corporation comprising 2,000 ,000 ordinary shares for a
purchase consideration of RM20 ,000 ,000 satisfied wholly by the
issuance of 25 ,000,000 new Shares at an issue price of RMO .80 per
Share, as set out in Section 6.5.1 of this Prospectus
Admission Admission of our Shares to the Official List of the Main Market
GP Gross profit
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16 INDEPENDENT
IFRS ASSURANCE REPORT
International FinancialON THE COMPILATION
Reporting Standards OF PRO FORMA
FINANCIAL INFORMATION
IPO Initial public offering comprising the Public Issue and Offer for Sale,
collectively
Listing Admission to the Official List and the listing of and quotation for our
entire enlarged issued share capital on the Main Market
Listing Exercise Listing of and quotation for the entire enlarged share capital of the
Company on the Main Market
Listing Scheme The Pre-I PO Exercise, IPO and the Listing, collectively
NA Net assets
New Shares Issuance The issuance of new shares resulting from the exercises undertaken
as set out in Note 2
NL Net liabilities
Official List A list specifying all securities which have been admitted for listing
which have not been removed from the Main Market
Pre-IPO Exercise The Bonus Issue of Shares, the Bonus Issue of ICPS and the
Acquisition , collectively
Public Issue The invitation by our Company to the Malaysian Public, Eligible
Persons and institutional and selected investors to subscribe for the
Public Issue Shares at the IPO Price , payable in full upon Application,
subject to the terms and conditions of this Prospectus
RM and sen Ringgit Malaysia and sen , the lawful currency of Malaysia
% Per centum
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16 INDEPENDENT
Formulas ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
FINANCIAL INFORMATION
GP/ PBT/ PAT margin = GP/ PBT/ PAT divided by revenue, respectively
Basic EPS = Profit attributable to the owners of the Company divided by the total
number of SkyWorld Shares
NA per share = NA as at the date of the financial position divided by the number of
SkyWorld Shares
Net gearing ratio = total borrowings net of cash and bank balances , divided by total equity
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
1.3 INDEPENDENT ASSURANCE
BASIS OF PREPARATION REPORT
OF PRO FORMAON THE COMPILATION
FINANCIAL INFORMATIONOF PRO FORMA
FINANCIAL INFORMATION
The pro forma financial information ,has been compiled based on the audited financial
statements of the Group for the FYE 2022.
The pro forma financial information which should be read in conjunction with the notes thereto
has been prepared for illustrative purposes only to reflect what:
(i) the consolidated financial results of the Group for the FYE 2022 would have been, if the
New Share Issuance and IPO exercise had been completed by 31 March 2022;
(ii) the consolidated financial position of the Group as at 31 March 2022 would have been , if
the New Share Issuance and IPO exercise had been completed on 31 March 2022; and
(iii) the consolidated cash flows of the Group for the FYE 2022 would have been , if the New
Share Issuance and IPO exercise had been completed by 31 March 2022.
1.4 The pro forma financial information is prepared using the bases and accounting principles
consistent with those adopted in the preparation of the statutory financial statements of the
Group for the FYE 2022.
The financial statements of SkyWorld Development Berhad and its subsidiaries for the FYE
2022 have been prepared in accordance with MFRS and IFRS.
1.5 For illustrative purposes , in arriving at the pro forma consolidated statements of profit or loss
and other comprehensive income for the FYE 2022 , it is assumed that the Listing Scheme as
mentioned in Section 2.0 are completed on 31 March 2022 . Income and expenses ari sing from
the Listing Scheme are recognised on 31 March 2022.
1.6 For illustrative purposes, in arriving at the pro forma consolidated statements of financial
position as at 31 March 2022, it is assumed that the Listing Scheme as mentioned in Section
2.0 are completed on 31 March 2022. Payment and receipt for funds arising from the Listing
Scheme are received/utilised on 31 March 2022.
1.7 For illustrative purposes , in arriving at the pro forma consolidated statements of cash flows for
the FYE 2022, it is assumed that the Listing Scheme as mentioned in Section 2.0 below are
completed on 31 March 2022 . Payment and receipt for funds arising from the Listing Scheme
are received/utilised on 31 March 2022 .
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12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
2.0 INDEPENDENT
LISTING SCHEME ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
FINANCIAL INFORMATION
The Group is undertaking the listing of and quotation for its entire enlarged issued and paid-up
share capital on the Main Market of Bursa Securities . The listing scheme comprises the
following:
Prior to IPO, the Company has undertaken a bonus issue of Shares on the basis of
1,409 Bonus Shares for every 125 existing Shares. The Bonus Issue of Shares shall
be undertaken without any capitalisation from the reserves of the Company and that
the new Shares issued pursuant to the Bonus Issue of Shares is issued as fully paid
Shares at nil consideration .
Upon completion of the Bonus Issue of Shares , the resultant issued share capital of the
Company is RM62 .50 mill ion comprising 767,000 ,000 Shares .
Concurrently with the Bonus Issue of Shares , the Company has undertaken a bonus
issue of ICPS on the basis of 3 ICPS for every 1 existing Share to its existing
shareholders. The Bonus Issue of ICPS shall be undertaken by way of capitalisation
from the reserves of the Company amounting to RM[o] million . Please refer to Section
6.5.1 of the Prospectus for the salient terms of the ICPS.
For the avoidance of doubt, the new Shares to be issued pursuant to the conversion of
the ICPS shall be issued as fully paid Shares at nil consideration . There will be no cash
payment upon conversion of the ICPS as set out in Note 2.4 .
2.1 .3 Acquisition
The Company had entered into a conditional sale and purchase agreement dated 12
September 2022 with its Promoter namely Zafidi Bin Mohamad, to acquire the
remaining 40% equity interest in NTP World Corporation comprising 2,000,000 ordinary
shares for a purchase consideration of RM20 .00 mill ion satisfied wholly by the issuance
of 25 ,000 ,000 new Shares at an issue price of RMO.80 per Share ("NTP World
Corporation SSA").
The Pre-IPO Exercise known as "Pro Forma I" for the purpose of pro forma financial information.
The Public Issue of 208 ,000,000 Shares at the IPO Price representing approximately 20.80%
of the Company's enlarged issued share capital will be made available in manner as set out in
Section 4.3.1 of the Prospectus .
The completion of the Public Issue will result in an enlarged issued and paid-up share capital
of SkyWorld from RM82 .50 million comprising 792 ,000 ,000 SkyWorld Shares to RM[o] million
comprising 1,000 ,000 ,000 SkyWorld Shares, prior to the effect of estimated listing expenses
as set out in Pro Forma III.
The Public Issue is known as "Pro Forma II" for the purpose of pro forma financial information.
318
8
344
332
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
2.3 INDEPENDENT ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
Utilisation of proceeds
FINANCIAL INFORMATION
The gross proceeds of RM[o] million which would accrue to the Group entirely from the Public
Issue are planned to be utilised in the following manner:
RM'OOO RM'OOO
Acquisition of land for development [0]
Working capital for project development [0]
Repayment of bank borrowings [0]
Estimated listing expenses(1):
Professional fees [0]
Brokerage, underwriting and placement fees [0]
Regulatory fees [0]
Printing, advertising and other miscellaneous
expenses [0] [0]
[oj
Note:
(1) During the FYE 2022 , the Group has incurred RM[o] million in respect of estimated
listing expenses in connection with the Proposal. The Group has charged out RM[o]
million to profit or loss during the FYE 2022 and recognised a prepaid expenses of
RM[o] million as at 31 March 2022. The prepaid expenses will be capitalised as a
reduction to equity.
Out of the remaining estimated listing expenses to be incurred of RM[o] million that are
unpaid as at 31 March 2022 , RM[o] million will be capitalised as a reduction to equity
and the remaining RM[o] million will be charged to profit or loss upon completion of the
IPO.
The utilisation of proceeds is known as "Pro Forma III" for the purpose of pro forma financial
information.
The salient terms of the ICPS are made reference to Section 6.5.1 of the Prospectus .
Upon completion of Pre-IPO Exercise and Public Issue, the issued share capital of the Group
increased by RM[o] million comprising 187,500 ,000 SkyWorld Shares.
The conversion of ICPS is known as "Pro Forma IV' for the purpose of pro forma financial
information.
318
9
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333
Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
12.16
3.0 INDEPENDENT ASSURANCE STATEMENTS
PRO FORMA CONSOLIDATED REPORT 12.16ONOFTHEINDEPENDENT
COMPILATION
PROFIT OR LOSSASSURANCE
ANDOFOTHER
PRO COMPREHENSIVE
FORMA
REPORT ON THE COMPILATION
INCOME FOR THE FYE OF 2022
PRO FORMA
FINANCIAL INFORMATION FINANCIAL INFORMATION
The pro forma consolidated statements of profit and loss and other comprehensive income set out below has been compiled solely for illustration
purposes to show the effects on the Group on the assumption that the Listing Scheme as set out in Note 2.0 have been effected by 31 March 2022 and
should be read in conjunction with the notes in this Section.
Audited for
FYE 2022 Proforma I Proforma II Proforma III Proforma IV
RM'OOO RM'OOO RM' OOO RM'OOO RM'OOO
10
334
Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
11
335
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
3.1 INDEPENDENT ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
Basis of preparation
FINANCIAL INFORMATION
The pro forma consolidated statements of profit or loss and other comprehensive income for
the FYE 2022 have been prepared for illustrative purposes only to show the effects on the
audited consolidated statements of profit or loss and other comprehensive income of the Group
for the FYE 2022 on the assumption that the Listing Scheme as set out in Note 2.0 , have been
effected on 31 March 2022 , and should be read in conjunction with the Notes in this Section .
The audited consolidated statements of profit or loss and other comprehensive income of the
Group for the FYE 2022 used in the preparation of the pro forma consolidated statements of
profit or loss and other comprehensive income were not subject to any qualifications,
modifications or disclaimers .
The pro forma consolidated statements of profit or loss and other comprehensive income are
not necessarily indicative of the future financial results that would have been attained had the
Listing Scheme as set out in Note 2.0 actually occurred at the respective dates. The pro forma
consolidated statements of profit or loss and other compreh ensive income have been prepared
for illustrative purposes only, and because of the nature, may not give a true picture of the
actual results of the Group .
3.2 Adjustments in arriving at the pro forma consolidated statements of profit or loss and other
comprehensive income are as below:
No profit or loss impact to the pro forma consolidated statements of profit or loss and other
comprehensive income derived from the Pro Forma adjustment Note 2.1.
No profit or loss impact to the pro forma consolidated statements of profit or loss and other
comprehensive income derived from the Pro Forma adjustment Note 2.2.
Pro Forma III incorporates adjustments primarily relating to professional fees , regulatory fees
and printing, advertising and other miscellaneous expenses of RM[o] million , RM[o] million and
RM[o] million respectively. Listing Exercise expenses exclude costs attributable to the issuance
of new Shares of RM[o] million that are deducted from share capital as demonstrated in Note
4.3(v) .
No profit or loss impact to the pro forma consolidated statements of profit or loss and other
comprehensive income derived from the Pro Forma adjustment Note 2.4 .
318
12
344
336
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
3.3 INDEPENDENT
Notes to the ASSURANCE REPORT ON
pro forma consolidated THE COMPILATION
statements of profit or OF
lossPRO
and FORMA
other
FINANCIAL INFORMATION
comprehensive income for the FYE 2022
RM 'OOO RM'OOO
318
13
344
337
Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
12.16 4.0
INDEPENDENT
PRO FORMAASSURANCE REPORT
CONSOLIDATED 12.16
ON THE
STATEMENTS OFINDEPENDENT
COMPILATION
FINANCIAL ASSURANCE
OF
POSITION PRO
AS AT FORMA
REPORT
31 MARCH 2022ON THE COMPILATION OF PRO FORMA
FINANCIAL INFORMATION FINANCIAL INFORMATION
The pro forma consolidated statements offinancial position as at 31 March 2022 set out below has been prepared for illustration purposes only to show
the effects on the audited consolidated statements of financial position as at 31 March 2022 on the assumption that the Listing Scheme as set out in
Note 2.0 have been effected on 31 March 2022 and should be read in conjunction with the notes in this Section .
Audited as at
31 March
2022 Pro fo rma I Pro fo rma II Pro forma III Pro form a IV
RM' OOO RM 'OOO RM'OOO RM' OOO RM' OOO
ASSETS
Non-Current Assets
Property, plant and equipment 8,233 8,233 8,233 8,233 8,233
Right-of-use assets 686 686 686 686 686
Intangible assets 2,810 2,810 2,810 2,810 2,810
Inventories - land held for property
development 528,764 528,764 528,764 [oj [oj
Goodwill 1,149 1,149 1,149 1,149 1,149
Deferred tax assets 12,815 12,815 12,815 12,815 12,815
Prepaid expenses 1,789 1,789 1,789 1,789 1,789
(Forward)
14
338
Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
Non-Current Liabilities
Lease liabilities 124 124 124 124 124
Bank borrowings 289,796 289,796 289,796 289,796 289,796
Deferred tax liabilities 789 789 789 789 789
Current Liabilities
Trade payables 190,477 190,477 190,477 190,477 190,477
Other payables and accrued expenses 60,252 60,252 60,252 60,252 60,252
Contract liabilities 109,416 109,416 109,416 109,416 109,416
Land costs payable 77,021 77,021 77,021 77,021 77,021
Lease liabilities 565 565 565 565 565
Bank borrowings 158,225 158,225 158,225 [oj [oj
Tax liabilities 12,878 12,878 12,878 12,878 12,878
15
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Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
Number of ordinary shares in issue (shares) 62,500,000 792,000 ,000 1,000,000,000 1,000,000,000 1,187,500 ,000
16
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Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
4.1 INDEPENDENT
Basis of preparation ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
FINANCIAL INFORMATION
The pro forma consolidated statements of financial position as at 31 March 2022 have been
prepared for illustrative purposes only to show the effects on the audited consolidated statements
of financia l position of the Group as at 31 March 2022 on the assumption that the Listing Scheme
as set out in Note 2.0 have been effected on 31 March 2022, and should be read in conjunction
with the Notes in this Section .
The audited consolidated statements of financial position of the Group as at 31 March 2022 used
in the preparation of the pro forma consolidated statements of financial pos ition were not subject
to any qualifications, mod ifications or disclaimers.
The pro forma consolidated statements of financial position are not necessarily indicative of the
future financial position that would have been attained had the Listing Scheme as set out in Note
2.0 actually occurred at the respective dates. The pro forma consolidated statements of financial
position have been prepared for illustrative purposes only, and because of the nature, may not give
a true picture of the actual position of the Group.
4.2 Adjustments to the pro forma consolidated statements of financial position are as below:
Pro Forma I incorporates adjustments relating to Pre-IPO Exercise as set out in Note 2.1.
Pro Forma II incorporates adjustments relating to the proceeds from Public Issue as set out in Note
2.2.
Pro Forma III incorporates adjustments relating to the utilisations of proceeds from Public Issue as
set out in Note 2.2 of which RM[o] million is retained as cash and bank balances for working capital
project for development as set out in Note 2.3 .
Pro Forma IV incorporates adjustments relating to conversion of ICPS as set out in Note 2.4.
318
17
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341
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
4.3 INDEPENDENT ASSURANCE
Notes to the pro forma REPORT
consolidated ON THE
statements COMPILATION
of financial position asOF
at 31PRO
MarchFORMA
2022
FINANCIAL INFORMATION
(i) Inventories - land held for property development
The movements in inventories - land held for property development are as follows:
RM'OOO
The movements in other receivables , refundable deposits and prepaid expenses are as
follows:
RM'OOO
Per Audited for the FYE 2022/Pro Forma IIPro Forma II 47,055
RM'OOO
(1)Total estimated listing expenses RM[oJ million less li sting expenses incurred up to
FYE2022 amounting to RMO .34 million .
318
18
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342
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16 (iv)
INDEPENDENT ASSURANCE
Bank borrowings (current) REPORT ON THE COMPILATION OF PRO FORMA
FINANCIAL INFORMATION
The movements in bank borrowings (current) are as follows:
RM'OOO
RM'OOO
318
19
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343
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16 INDEPENDENT
(vi) ICPS ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
FINANCIAL INFORMATION
The movements in ICPS are as follows:
RM'OOO
RM'OOO
RM'OOO
Per Pro Forma I/Pro Forma II/Pro Forma III/Pro Forma IV (2,463)
318
20
344
344
Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
12.16 PRO
5.0 INDEPENDENT ASSURANCE STATEMENTS
FORMA CONSOLIDATED REPORT 12.16
ONOFTHE INDEPENDENT
CASH COMPILATION
FLOWS FOR ASSURANCE
OF FYE
THE PRO FORMA
REPORT ON THE COMPILATION OF PRO FORMA
2022
FINANCIAL INFORMATION FINANCIAL INFORMATION
The pro forma consolidated statements of cash flows set out below has been compiled solely for illustration purposes to show the effects on the Group
on the assumption that the listing Scheme as set out in Note 2.0 have been effected on 31 March 2022 and should be read in conjunction with the
notes in this Section.
Audited for
FYE 2022 Proforma I Proforma II Proforma III Proforma IV
RM'OOO RM'OOO RM'OOO RM'OOO RM'OOO
CASH FLOWS FROM/(USED IN)
OPERATING ACTIVITIES
Profit before tax 150,018 150,018 150,018 [oJ [oJ
Adjustments for:
Depreciation of:
Property, plant and equipment 898 898 898 898 898
Right-of-use assets 596 596 596 596 596
Interest expenses 17,743 17,743 17,743 17,743 17,743
Interest income (1,580) (1 ,580) (1 ,580) (1 ,580) (1,580)
Loss on derecognition of right-of-use assets 24 24 24 24 24
Property, plant and equipment written off 4 4 4 4 4
Provision for Bumiputera quota penalties 3,434 3,434 3,434 3,434 3,434
Allowance for doubtful debts:
Trade receivable 137 137 137 137 137
Other receivables 1,693 1,693 1,693 1,693 1,693
Impairment losses on intangible assets 2,807 2,807 2,807 2,807 2,807
(Forward)
21
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Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
(Decrease)/lncrease in :
Trade payables (51 ,379) (51 ,379) (51,379) (51 ,379) (51 ,379)
Other payables and accrued expenses 9,871 9,871 9,871 9,871 9,871
Contract liabilities 53 ,073 53,073 53,073 53,073 53,073
Land costs payable (960) (960) (960) (960) (960)
Net Cash From/( Used In) Operating Activities 84,152 84,152 84, 152 [oj [oj
Net Cash Used In Investing Activities (19 ,934) (19,934) (19,934) (19,934) (19,934)
22
346
Registration No.: 200601034211 (753970-X) Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D) 12. FINANCIAL INFORMATION (CONT’D)
Net Cash From Financing Activities 73,565 73,565 [oj [oj [oj
23
347
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
5.1 INDEPENDENT ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA
Basis of preparation
FINANCIAL INFORMATION
The pro forma consolidated statements of cash flows for the FYE 2022 have been prepared for
illustrative purposes only to show the effects on the audited consolidated statements of cash flows
of the Group for the FYE 2022 on the assumption that the Listing Scheme as set out in Note 2.0
have been effected on 31 March 2022 and should be read in conjunction with the Notes in this
Section.
The audited consolidated statem ents of cash flows for the FYE 2022 used in the preparation of the
pro forma consolidated statements of cash flows were not subject to any qualifications,
modifications or disclaimers.
The pro forma consolidated statements of cash flows are not necessarily indicative of the future
cash fl ow movements that would have been attained had the Listing Scheme as set out in Note 2.0
actua lly occurred at th e respective dates. The pro forma consolidated statements of cash fl ows
have been prepared for illustrative purposes only, and because of the nature may not give a true
picture of the actual cash fl ow movements of the Group.
5. 2 Adjustments in arriving at the pro forma consolidated statements of cash flows are as below:
No cash flow impact to the consolidated statements of cash fl ows derived from the Pro Forma
adjustment Note 2. 1.
Pro Forma II incorporates adjustments relating to the proceeds from Public Issue as set out in Note
2.2.
Pro Form a III incorp orates adjustments relating to the utilisations of proceeds from Publ ic Issue as
set out in Note 2.2 of which RM[o] million is retained as cash and bank balances for project
development working capital use as set out in Note 2.3.
No cash flow impact to the consolida ted statements of cash flows derived from the Pro Forma
adjustment Note 2.4.
318
24
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Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
12.16
5.3 INDEPENDENT
Notes to the pro ASSURANCE REPORT
forma consolidated ON of
statements THE
cashCOMPILATION OF2022
flows for the FYE PRO FORMA
FINANCIAL INFORMATION
(i) Profit before tax
RM'OOO
Per Audited for the FYE 2022/Pro Forma IIPro Forma II 150,018
The changes in other receivables , refundable deposits and prepaid expenses are attributed
to the following:
RM'OOO
Per Audited for the FYE 2022/Pro Forma I/Pro Forma II (957)
The changes in inventories -land held for property development are attributed to the following:
RM'OOO
Per Audited for the FYE 2022/Pro Forma I/Pro Forma II (45 ,264)
318
25
344
349
Registration No.: 200601034211 (753970-X)
12.
13. FINANCIAL INFORMATION
ACCOUNTANTS’ REPORT (CONT’D)
RM'OOO
The changes in rep ayments of bank borrowings are attributed to the following:
RM'OOO
Per Audited for the FYE 2022/Pro Forma I/Pro Forma II (260,336)
6.0 APPROVAL
The above pro forma financial information is approved and adopted by the Board of Directors of
the Group in accordance with a resolution dated 10 November 2022.
318
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Registration No.: 200601034211 (753970-X)
Dl!loin~
Deloitte.
PlT (LlPOOl01 45-LCN
Chirterecl Accountants {AfOO8)J
Lewll6, Mt!nara LGB
1 jalan Wan Kadir
nman T~ Dr. Isrna~
60000 Kuala Lumpur
ACCOUNTANTS' REPORT PO. bl0093
(Prepared for inclu sion in the Prospectus of 50704 Kuala Lumpur
MiI~
SkyWorld Development Berhad)
TeI: ..60 3 7610 8888
~~>I: . 60 3 7726 8986
my~e!OItte,com
.........w.deloine.comImy
10 November 2022
Dear Sirs,
Opinion
In our opini on, the accompanying Consolidated Financial Statements give a true and fair view
of the financial position of the Group as at 3 1 March 2020, 31 March 2021 and 3] March 2022
and of its consolidated financial performance and its consolidated cash flows for each of the
financial years ended 31 March 2020, 31 March 2021 and 31 March 2022 in accordance with
the Malaysian Financial Reporting Standards and International Financial Reporting Standards.
e ofOeloc<e Toutte T~ Un;t<'d (1lm 1. its.,.,.. _--. of ~ IIrtno. ""!!>or reIolO<l ..... ~les l<oIlea~. <M 1leioit1. "'pni... .,.". Dm
firm!; f<ld _ _ or, ..,.." _ill<!""" i>'Idepe<'ldfn
DtIaIII~ "'~ '" one
Of ..... (oIso
,-.oa m..~ GIc>twI'J...,..a. don _
PIlotS. 0111_ N<h Dmmtrlber film JnO _ en:"11S _ <II'iy fOron-, «tS...., on-nsoon.. ...,
"""Id> '"""'" obIoptl '"
flltII'K,
Ume 0(..m0lJ'06 Dnl
!'OIl ....
~
(11"-< '" 'o!Sj)O(l of ltIi<d
bInd.~
HN<t51O CIIffIU.. PItas<'
~ ~
We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further
d escribed in the Reporting Accountants' Responsibilities for the Audit of the Consolidated
Financial Statements section of our reporting accountant's report. We believe that the audit
e vi dence we have obtained is suffi cient and appropriate to provide a basis for our opinion ,
We are independent of the Group and of the Company in accordance with the By-Laws (0"
Professional Ethics, Conduct and Practice) of the Malay sian Institute of Accountants ("By-
Laws") and the International Ethics Standards Board for Accountants' International Code of
E thiCS for Professional Accounlants (including International Independence Standards)
C'lESBA Code"), and we have fu lfilled our other ethical responsibilities in accordance with
the By-Laws and the IESBA Code.
The directors of the Company are responsible for the preparation of the Con solidated Financial
Statements of the Group that give a true and fair view in accordance with the Malaysian
Financial Reporting Standards and International Financial Reporting Standards. The directors
are also responsible for such internal control as the directors determine is necessary to enable
the preparation of Con solidated Financial Statements of the Group that are free from material
m isstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements of the Group, the directors are responsible
for assessing the Group 's abi lity to continue as a goi ng concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realisti c
alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the Consolidated Financia1
Statements of the Group as a whole are free from material mi sstatement, whether due to fraud
o r error, and to issue a reporting accountants' report that includes our opinion. Reasonable
a ssurance is a high level of assurance, but not a guarantee that an audit conducted in accordance
wi th approved standards on auditing in Malaysi a and Internati onal Standards on Auditi ng will
always detect a material misstatement when it exists. Mi sstatements can arise from fraud or
error and are consi dered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these Consol idated
Financial Statements.
2
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Registration No.: 200601034211 (753970-X)
• Identify and assess the risks of materi al misstatement of the Consolidated Financial
Statements of the GrouP. whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The ri sk of not detecting a material
misstatement resulting from frau d is higher than for one resulting from error, as fraud
may involve coJ\usion, forgery, intentional omissions, misrepresentations or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group ' s internal controL
• Conclude on the appropriateness of the directors' use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group's
ability to conti nu e as a going concern. lf we conclude that a material uncertainty exists,
we are required to draw attention in our reporting accountants' report to the related
disclosures in the Consolidated Financial Statements of the Group or, if such
disclosu res are inadequate, to modify our opi nion. Our conclusions are based on the
audit evidence obtained up to the date of our reporting accountants' report. However,
future events or conditions may cause the Group to cease to continue as a goi ng concern.
• Evaluate the overall presentation, structure and content of the Consolidated Financial
Statements of the Group, including the disclosures, and whether the Con solidated
Financial Statements of the Group represent the underlying transactions and events in
a manner that achieve fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the
Consolidated Financial Statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our
audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and signifi cant audi t findings, including any significant deficiencies in
internal control that we identify during our audit.
3
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Registration No.: 200601034211 (753970-X)
Thi s report is made solely to the Company to comply with Chapter 10.02, Part n Division 1:
Equity of the Prospectu s Guidelines issued by Securi ties Commission of Malaysia and for
inclu sion in the prospectus to be issued in relation to the proposed offerin g of the Listing of
the Company on the Main Market of Bursa Malaysia Securities Berhad and for no other
purpose. We do not assume responsibility to any other person for the content of this report.
~~(jI1
DELOITTE PLT (LLPOOI0145-LCA)
Chartered Accountants (AF 0080)
frk·
WONG YEW C HOONG
Partner· 03159/06/2023 J
Chartered Accountant
Kuala Lumpur
10 November 2022
4
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Registration No.: 200601034211 (753970-X)
Other comprehensive
income/(Ioss)
Items that may be reclassified
subsequently to profi t or loss:
Exchange differences on
translating foreign operation 7,660 (5,800) 439
The accompanying Notes form an integra1 part of the fi nancial statem ents.
5
345
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Registration No.: 200601034211 (753970-X)
ASSETS
Non-Current Assets
Property, plant and equipment 12 2,833,032 2,094,096 8,232,653
Right-of-use assets 13 338,897 1,223, 11 6 685,675
Intangible assets 14 84,800 2,810,232
Inventories - land held for
property development 15 485 ,168,722 538,798,9 10 528,763,902
Goodwil l 16 1,1 49 ,238 1, 149,238 1,149,238
D eferred tax assets 17 5,297,326 13,793,744 12,815,253
Prepaid expenses 23 994,207 1,788,623
Current Assets
Inventories - property
developm ent costs 18 216,66 1, 190 270,155,803 196,428,3 18
Inventories - completed
properties 19 55,389,810 40,424,176 80,205,228
Contract assets 20 27, 195,804 33,901,881 117,432,233
Contract cost assets 21 4,3 11 ,028 8,169,149 8,426,531
Trade receivables 22 61 ,554,520 78,719,877 74,208,736
Other recei vables, refundable
deposits and prepaid
expenses 23 11 ,019,135 39, 211,236 47,055,310
Current tax assets 1,462,818 2,381 ,627 4,124,566
Cash and bank balances 24 154,75 1,38 1 161 ,621 ,647 280,472,058
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Equity Attributable to
Owners of the Company 300,472,257 360,007,884 465 ,882, 172
Non-controlling interests 36 (3 ,007,137) 762,035 (826,272)
Non-current Liabilities
Land costs payable 27 75 ,350,453 504,078
Lease liabilities 28 127,725 636,822 124,187
Bank borrowings 29 230,204,961 201 ,965 ,068 289,796,08 1
Deferred tax liabilities 17 289,676 289, 676 789,498
Current Liabilities
Trade payables 30 148,529,593 241 ,856,356 190,476,980
Other pay abies and accrued
expenses 31 38,415,887 46,946, 585 60,251 ,547
Contract liabilities 20 10,092,30 1 56,342,301 109,416,070
Land costs payable 27 18,982,388 77,476,704 77,020,778
Lease liabilities 28 187,958 583,510 564,542
Bank borrowings 29 181,803,347 190,537,266 158,224,826
Tax liabilities 25,768,292 14,730,422 12,878, 147
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Distributable Non-distributable
No n-distributable
reserve - reserve - Attributable 10 Non-
Issued Retained Tra nslation owners of the co ntrolling Total
capital earnings reserves Compa ny interests equity
RM RM RM RM RM RM
As at J April 2019 62,500,000 170,421 ,669 232,92 1,669 (443,553) 232,478, 116
Total comprehensive income for the
year 67,598, 110
11 0 7,660 67,605 ,770 (2,350,730) 65 ,255,040
Acqu isition
Acqui sition of additional equity
interest in a subsidiary (55 , 182) (55, 182) (344,8 18) (400,000)
Non-controlling interest arisi ng from
the acqui sition of a new subsidiary 13 1,964 131
131,964
,964
As at 31 March 202l/ 1 April 2021 62,500,000 297,506,024 1,860 360,007,884 762,035 360,769,919
360,769,9 19
Total comprehensive income for the
year 106,034,882 439 106,035,32 1 ((11,749,340)
,749,340) 104,285,98 1
104,285,981
Acqui sition of additional
additional equity
interest in a subsidiary
interest ( 178,018) ( 178,0 18) 178,0 18
Disposal of a subsi diary 16,985 16,98
16,9855 (16,985)
The accompany ing Notes fonn an integral pan of the financial statem ents.
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(Decrease)lIncrease in :
Trade payables ( 1,429,230) 93 ,326,763 (51,379,376)
Other payables and accrued expenses (26,048,785) 8,188,92 1 9,871 ,063
Contract liabilities (3 1,39 1,832) 46,250,000 53,073 ,769
Land costs payable 6 1,98 1,072 (16,352,059) (960,004)
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NET INCREASE/(DECREASE) IN
CASH AND CASH EQUN ALENTS 7,286,998 (3,709,572) 137,782,822
1. GENERAL INFORMATION
The registered office of the Company is located at Unit 30~OI , Level 30, Tower
A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi ,
59200 Kuala Lumpur.
The Company is undertaking the proposed li sti ng of and quotation for its enti re
enlarged issued and paid-up share capital on the Main Market of Bursa Malaysia
Securities Berhad . The listing scheme is as disclosed in the prospectus.
2. BASIS OF PREPARATION
The consolidated financial statements of the Group have been prepared in accordance
with Malaysian Financial Reporting Standards ("MFRSs") and International Financial
Reponing Standards ("lFRS,").
In the current year. the Group has adopted all the Amendments to MFRSs issued
by the Malaysian Accounting Standards Board ("MASB") that are relevant and
effective for annual periods beginning on or after 1 April 2021 as foll ows:
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In the current year, the Group has changed its accounting policy with
retrospective effect as a consequence of the adopti on of Agenda Decision and
accordingly, reflected in the consolidated financia l statements.
At the date of authorisation for issue of these consolidated financial statements, the
Amendments to MFRSs relevant to the Group which were in issue but not yet effective
and not early adopted by the Group are as listed below:
Effective for annual periods beginning on or after 1 January 2022 with earlier
, application permitted.
Effective for annual periods beginning on or after I January 2023 with earlier
, application permitted.
Effecti ve immediately for annual periods beginning before I January 2023 with
earlier application pennitted.
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The consolidated financial statements have been prepared on the hi storical cost basis.
Hl storical 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 parti cipants at the measurement date,
regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair val ue of an asset or a liability, the Group
takes into account the characteristics of the asset or liabi lity ifmarket participants would
take those characteristics into account when pricing the asset or li ability at the
measurement date. Fair value for measurement andlor disclosure purposes in these
consolidated finan cial statements is detennined on such a basi·s, except for share-based
payment transactions that are within the scope of MFRS 2 Share-based Payment,
leasing transactions that are within the scope of MFRS 16 Leases, and measurements
that have some sim ilarities to fair value but are not fair value, such as net realisable
value in MFRS 102 Inventories or value in use in "MFRS 136 Impairment of Assets.
In addition, for financial reporting purposes, fair value measurements are categorised
into Level I, 2 or 3 based on the degree to whi ch the inputs to the fair value
measurements are observable and the significance of the inputs to the fa ir value
measurement in its entirety, which are described as follows:
• Level I 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 I, that
are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liabil ity .
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Wben the Company has less than a majority of the voti ng rights of an investee, it
considers that it has power over the investee when the voting rights are sufficient to
give it the practical ability to direct the relevant activities of the investee uni laterally.
The Com pany considers all relevant facts and circumstances in assessi ng whether or
not the Com pany' s voting rights in an investee are sufficient to give it power, including:
• the size of the Company' s holding of voting rights relative to the size and
dispersion of holdings of the other vote holders;
• potentiaJ voting rights held by the Com pany, other vote holders or other parti es;
• rights arising from other contractual arrangements; and
• any additi onal facts and circumstances that indi cate that the Company has, or
does not have, the current ability to direct the relevant acti vities at the time that
decisions need to be made, including voti ng patterns at previous shareholders'
meetings.
Consolidation of a subsidiary begi ns when the Company obtain s control over the
subsidi ary and ceases when the Company loses control of the subsi di ary . Specifically,
the results of subsidiaries acquired or disposed of during the year are included in profit
or loss from the date the Company gai ns control until the date when the Company ceases
to control the subsidiary.
All intragroup assets and liabilities, equity, income, expenses and cash fl ows relating to
transaction s between the members of the Group are eliminated on consolidation.
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Profit or loss and each component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests. Total comprehensive
income of the subsidiaries is attributed to the owners of the Company and to the non-
controlling interests even if this results in the non-controlting interests having a defi cit
balance.
Changes in the Group ' s interests in subsidiaries that do not result in a loss of control
are accounted. for as equity transactions. The carrying amount of the Group's interests
and the non-controlling interests are adjusted to reflect the changes in their relati ve
interests in the subsidiaries. Any difference between the amount by which the non-
controlling interests are adjusted and the fai r value of the consideration paid or received
is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposai recognised
in profit or loss is calcu lated as the difference between (i) the aggregate of the fair value
of the consideration received and the fair value of any retai ned interest and (ii) the
previous carrying amount of the assets (including goodwill), less liabilities of the
subsidiary and any non-controll ing interests. All amounts previously recogni sed in
other comprehensive income in relation to that subsidiary are accounted for as if the
Group had di rectly di sposed of the related assets or liabilities of the subsidiary (i .e.
reclassified to profit or loss or transferred to another category of equity as
requiredlpennitted by applicable MFRS Standards) . The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under MFRS 9 Financial
Instruments when applicable, or the cost on initial recognition of an investment in an
associate or ajoint venture.
Business Combinations
Acquisitions of businesses are accounted for using the acqUlSltlon method. The
consideration transferred in a business combination is measured at fair value, which is
calculated as the sum of the acqui sition-date fair va1ues of assets transferred by the
Group, liabilities incurred by the Group to the fonner owners of the acquiree and the
equity interest issued by the Group in exchange for control of the acquiree. Acqui sition-
related costs are recognised in profit or loss as incurred.
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At the acquisition date, the identifiable assets acquired and the liabilities assumed are
recognised at their fair value at the acquisiti on date, except that:
• deferred tax assets or liabilities and assets or liabilities related to employee benefit
arrangements are recognised and measured in accordance with MFRS 112 Income
Taxes and ~1FRS 119 Employee Benefits respectivel y;
• liabilities or equity instruments related to share-based payment arrangements of
the acquiree or share-based payment arrangements of the Group entered into to
replace share-based payment arrangements of the acquiree are measured in
accordance with MFRS 2 Share-based Paymel1l at the acquisition date; and
• assets (or disposal groups) that are classified as held for sale in accordance with
:MFRS 5 Non -currem Assets Held jar Sale and Discominued Operations are
measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the
amount of any non-controlling interests in the acquiree, and the fair value of the
acquirer' s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabi lities assumed.
If, after reassessment, the net of the acquisition-date amounts of the identi fiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the
amount of any non-controlling interests in the acquiree and the fair value of the
acquirer's previously held interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase gain.
The subsequent accounting for changes in the fair value of the contingent consideration
that do not qualify as measurement peri od adjustments depends on how the contingent
consideration is classified. Contingent consideration that is classi fied as equity is not
remeasured at subsequent reporting dates and its subsequent settlement is accounted for
within equity. Other contingent considerati on is remeasured to fair value at subsequent
reporting dates with changes in fair value recognised in profit or loss.
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When a business combination is achieved in stages, the Group 's previously held
interests in the acquired entity are remeasured to its acquisition-date fair value and the
resulting gain or loss. if any, is recognised in profit or loss. Amounts arising from
interests in the acquiree prior to the acqu isition date that have previously been
recognised in other comprehensive income are reclassified to profit or loss. where such
treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the
reporting period in which the combination occurs, the Group reports provisional
amounts for the items for whi ch the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period (see above). or additional assets
or liabilities are recognised. to refl ect new information obtained about facts and
circumstances that existed as of the acquisi ti on date that, ifknown. would have affected
the amounts recognised as of that date.
Goodwill
Goodwill is not amortised but is reviewed for impairment at least annually . For the
purpose of impairment testing. goodwill is allocated to each of the Group's cash-
generating units (or groups of cash-generating units) expected to benefit from the
synergje~ of the combinati on. Cash-generating units to which goodwill has been
allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impai red. If the recoverable amount of the cash-
generating unit is less than the carryi ng amount of the unit, the impainnent loss is
allocated first to reduce the carryi ng amount of any goodwill allocated to the unit and
then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the uni l. An impairment loss recognised for goodwill is not reversed in a
subsequent period.
The Group presents basic and diluted earnings per share ("EPS") data for its ordinary
shares.
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The revenue is recogni sed to the extent that it is highly probable that a significant
reversal in the amount of cumulati ve revenue recognised will not occur when the
uncertainty associated with the vari able consideration is sub sequently resolved.
The control of the promi sed goods or services may be transferred overtime or at a point
in time. The control over the goods or services is tran sferred over time and revenue is
recognised over time if:
• the customer simultaneously receives and consumes the benefits provided by the
Group' s performance as the Group performs; or
• the Group' s performance creates or enhances an asset that the customer controls
as the asset is created or enhanced; or
• the Group 's performance does not create an asset with an alternative use and the
Group has an enforceable right to payment for performance completed to date.
Revenue for performance ob ligation that is not satisfied over time is recognised at the
point in time at which' the customer obtains control of the promised goods or services.
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Property Revenue from property development is The credit terms offered Di scounts are gi yen Not applicable. Defect liability
development recognised over time if it creates an by the Group to to customers from period of up to
asset with no alternative use to the customers varies the Issuance of 2 years is given
Group, and the Group has an according to their progress billings. to customers.
enforceable right to payment for respectiv~ sale and
performance completed to date. purchase agreements.
Revenue is recognised over the period
of the contract by reference to the
progress towards complete
satisfaction of that performance
obligation.
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Sale of Revenue from sale of completed units The credit terms offered Discounts are given Not applicable. Defect li abili ty
completed is recognised at a point in ti me upon by the Group to to customers from peri od of up to a
units delively of properties where the customers vanes
varies the Issuance of year is given to
control of the properties has been according . to their progress bi llings. customers.
passed to the buyers. respecti ve sal e and
purchase agreements.
Property Management fees is recognised over The credit tenus offered Not applicable, Not applicable. Not applicable.
management time when the service is rendered in by the " Group to
and accordance to contract term. customers is 30 days
management from invoice date.
services
Construction Revenue from constructi on contracts is The credit terms offered Not applicable. Not applicable. Defect liability
contracts recognised over ti me using the input by the Group to period In
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Interest income
Interest income is recognised on an accrual basis using the effective interest method.
Revenue from the arrangement services is recognised when the services are performed,
Rental income
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract.
The Group recognises a right-of-use asset and a correspondi ng lease li abi lity with
respect to all lease arrangements in which it is the lessee, except for short-tenn leases
(defined as leases with a lease tenn of 12 months or less) and leases of low value assets
(such as tablets and personal computers, small items of office fu rniture and telephones).
For these leases, the Group recognises the lease payments as an operating expense on a
strai ght-li ne basis over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from the leased assets are
consumed.
The lease liability is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted by using the rate implicit in the
lease. If this rate cannot be readily detennined, the Group uses its incremental
borrowing rate.
• Fixed lease payments (including in-substance fixed payments), less any lease
incentives receivable;
• Variable lease payments that depend on an index or rate, initially measured
using the index or rate at the commencement date;
• The amount expected to be payable by the lessee under residual value
guarantees;
• The exercise price of purchase options, if the lessee is reasonably certai n to
exerci se the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the
exercise of an option to terminate the lease.
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The Group remeasures the lease liabi lity (and makes a corresponding adjustment to the
related right-of-use asset) whenever:
• A lease contract is modi fi ed and the lease modification is not accounted for as
a separate lease, in which case the lease liability is remeasured based on the
lease term of the modifi ed lease by di scounting the revised lease payments using
a revised discount rate at the effective date of the modification.
The Group did not make any such adjustments during the periods presented.
The right-of-use assets compri se the initi al measurement of the corresponding lease
liability, lease payments made at or before the commencement day, less any lease
in centives received and any initial direct costs. They are subsequently measured at cost
less accumulated depreciation and impairment losses.
Whenever the Group incurs an obli gation for costs to dismantle and remove a leased
asset, restore the site on which it is located or restore the underl ying asset to the
conditi on requi red by the terms and conditions of the lease, a provision is recognised
and measured under MFRS 137 Provisions, Contingent Liabilities and Contingent
Assets. To the extent that the costs relate to a ri ght-of use asset, the costs are included
in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-u se assets are depreciated over the shorter period of lease term and useful life
of the underlyi ng asset. If a lease transfers ownership of the underlying asset or the cost
of the right-of-use asset reflects that the Group expect to exerci se a purchase option, the
related right-of-use asset is depreciated over the useful life of the underlying asset. The
depreciation starts at the commencement date of the lease.
The right-to-use assets are presented as a separate line in the consolidated statement of
financial position.
The Group applies MFRS 136 Impairment of Assets to determine wheth er a right-of-
use asset is impaired and accounts for any identified impainnent loss as described in
the ' Property, Plant and Equipment' policy.
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Variable rents that do not depend on an index or rate are not included in the
measurement the lease liability and the right-of-use asset. The related payments are
recognised as an expense in the period in whi ch the event or condition that tri ggers
those payments occurs and are included in the line " Administrative expenses" in profit
or loss.
The Group enters into lease agreements as a lessor with respect to some of its
commercial properties.
Leases for which the Group is lessor are classified as finance or operating leases.
Whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee, the contract is classifi ed as a finance lease. Al l other leases are
classified as operating leases.
Rental income from operating leases is recognised on a straight-line basis over the term
of the relevant lease. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recogni sed on
a straight-line basis over the lease tenD .
Foreign C urrencies
The financial statements are presented in Ringgit Malay sia (" RM"), which IS the
Group 's functional and presentation currency.
Borrowing Costs
The amount of borrowing costs eligible for capitalisation is determined based on actual
interest incurred on borrowings made specifically fo r the purpose of obtaining a
qualifying asset and less any investment income on the temporary investment of that
borrowing.
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All other borrowing costs are recognised in profit or loss in the year in which they are
incurred .
Employee Benefits
Wages, salaries, paid annual leave and bonuses are measured on an und iscounted basis
and are recognised in profit or loss in the period in which the associated services are
rendered by employees of the Group.
The Group 's contributions to defined contributi on plans are recognised in profit or loss
in the period to which they relate. Once the contributions have been paid, the Group
has no further li abi lity in respect of the defined contribution plans.
Taxation
In come tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs
from net profit as reported in profit or loss because it excludes items of income or
expense th at are taxable or deductible in other years and it funher excludes items that
are never taxable or deductible. The Group ' s liability for current tax is calculated using
tax rates that have been enacted or substantively enacted by the end of the reponing
period.
Deferred tax
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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the period in which the liability is settled or the asset realised. based on tax rates (and
tax laws) that have been enacted or substantively enacted at the end of the reporting
period. The measurement of deferred tax assets and liabi lities reflects the tax
consequences that would follow from the manner in which the Group expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and
liabi lities.
The carryi ng amount of deferred tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profits will be
avai lable to al low all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to
set off current tax assets against current tax: liabilities and when they relate to income
taxes levied by the same taxation authori ty and the Group intend to settle its current tax
assets and li abili ties on a net basis.
Current and deferred tax are recognised as an expense or income in profit or toss.
AJI items of property, plant and equi pment are initially measured at cost. Cost includes
expenditure that are directly attributable to the acquisition of the asset and other costs
directl y attributable to bringi ng the asset to working condi tion for its intended use.
Subsequent to initial recognition, all property, plant and equipment are stated at cost
less accumulated depreciation and any impairment losses.
Capital work-in-progress is stated at cost and not depreciated until such time when the
asset is avail able for use.
Buildi ng 2%
Computer software 20% - 33 V3%
Electrical fittings 20%
Furniture and fittings 10%
Motor vehicles 20%
Office equipment 10% - 20%
Renovation 11% - 20%
Plant and machinery 20%
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The depreciation method, useful lives and residual values are reviewed and adjusted if
appropriate, at the end of each reporting period to ensure that the amounts, method and
periods of depreciation are consistent with previous estimates and the expected pattern
of consumption of the future economic benefits embodied in the items of the property,
plant and equipment. Any changes are accounted for as a change in estimate.
Intangible Assets
Intangible assets are stated at cost less accumulated amortisation and impairment losses.
The policy for the recognition and measurement of impairment losses is in accordance
with MFRS 136 Impairment ojAssets.
Costs that are directly associated with identifiable assets controlled by the Group that
will probably generate economic benefits exceeding costs beyond one year, are
recognised as intangible assets.
Amortisation of the intangible assets begins when it is available for use, which means
when it is in the location and condition necessary for it to be capable of operating in the
manner intended by management.
Intangible assets with indefinite useful lives or not yet available for use are tested for
impairment annually, or more frequently if the events and circumstances indicate that
the carrying value may be impaired either individually or at the cash-generating unit
level. Such intangible assets are not amortised. The useful life of an intangible asset
with an indefinite useful life is reviewed annually to determine whether the useful life
assessment continues to be supportable. If not, the change in useful life from indefini te
to finit.e is made on prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the
difference between the net disposal proceed and the carrying amount of the asset and is
recognised in profit or loss when the asset is derecognised.
The Group assess at each reporting date whether there is an indication that non-fmancial
assets may be impaired.
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For the purpose of impairment testing of these assets, recoverable amount is determined
on an indi vidual asset basi s unless the asset does not generate cash fl ows that are largely
independent of those from other assets. If this is the case, recoverable amount is
determined for the CGU to which the asset belongs. Goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the Group' s CGUs, or
groups of CGUs, that are expected to benefit from the synergies of the comb ination,
irrespective of whether other assets or liabi lities of the Group are assigned to those units
or groups of units.
An asset' s recoverable amount is the hi gher of an asset' s or CGU' s fair value less costs
to sell and its value in use. In assessing value in use, the estimated future cash fl ows are
discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the ri sks specific to the asset. Where
the carrying amount of an asset exceeds its recoverable amount, the asset is consi dered
impaired and is written down to its recoverable amount. Impairment losses recognised
in respect ofa CGU or groups of CGUs are allocated fi rst to reduce the carrying amount
of any goodwill allocated to those units or groups of units and then, to reduce the
carrying amount of the other.assets in the unit or groups of units on a pro-rata basis.
An impairment loss is recognised in profit or loss in the period in which it arises, unless
the asset is carried at a revalued amount, in which case the impairment loss is accounted
for as a revaluation decrease to the extent that the impairment loss does not exceed the
amount held in the asset revaluation reserve for the same asset.
In ventories
Land held for property development, stated at cost less accumulated impairment losses,
if any, is classified as a non-current asset when no development work has been carried
out or where development activities are not expected to be completed within the normal
operating cycle.
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Cost associated wi th the acquisition of land includes the purchase pri ce of the land,
professional fees, stamp duties, commissions, conversion fees and other relevant levies,
Land held for property development is reclassified to property developm ent costs at the
point when development activities commence and where it can be dem onstrated that
the development activi ties can be completed within the nonnal operating cycle.
Inventories consist of completed development properties, which are stated at the lower
of cost and nct reali sable value. Cost is determined on the·first-in, first -out basis.
The cost of completed development properties comprises cost of land and relevant
development expendi ture.
Net real isable value is the estimated sell ing price in the ordinary course of business,
less the estimated costs to completion and the estimated costs necessary to make the
sale.
Financial Instruments
Financial assets and financial liabilities are recognised when the Group becomes a party
to the contractual provision of the in strument.
Financi al assets and liabilities are initi al ly measured at fair value. Transaction costs that
are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit
and loss) are added to or deducted from the fair value of the financial assets and
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable
to the acqui sition of financial assets and financial liabilities at fair value through profit
or loss are recognised immediately in profit or loss.
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Categories of financial assets are determined on initial recognition and are not
reclassified subsequent to their initial recognition unless the Group changes its
business model for managing financial assets in whi ch case all affected financial
assets are reclassified on the fi rst day of the first reporti ng period following the
change of the business modeL
Loss al lowance for expected credi t losses is recogni sed for financial assets
measured at amortised cost and fair value through other comprehensive income.
The Group recogni ses life time expected credit losses for all receivables that do
not constitute a financing transacti on. For finan cial assets whose credit ri sk has
not significantly increased si nce initial recognition, loss allowance equal to twelve
months expected credit losses is recognised . Loss all owance equal to the lifetime
expected credit losses is recognised if the credit risk on the financial in struments
has significantly increased since initial recognition. The impairment losses and
reversals are recognised in the consolidated statement of profi t or loss.
The Group derecognises a financial asset only when the contractual ri ghts to the
cash flows from the asset expire. or when it transfers the financial asset and
substantially all the ri sks and rewards of ownership of the asset to another entity.
If the Group neither transfers nor retains substantially all the risks and rewards of
ownership and continue to control the transferred asset, the Group recognises the
retai ned interest in the asset and an associated liability for amounts it may have to
pay. If the Group retains substantially al l the ri sks and rewards of ownership of a
transferred financial asset, the Group continues to recognise the finan cial asset
and also recognises a collateralised borrowing for the proceeds received . On
derecognition of a financial asset (except for financial assets measured at
FVTOCI), the difference between the carrying amount and the consideration
received is recognised in the consolidated statement of profit or loss.
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Financial liabilities and equity instruments issued by the Group are classified
according to the substance of the contractual arrangements entered into and the
definiti ons of a financial liability and an equity instmment.
Equity insuuments
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 the
Group are recognised at the proceeds received, net of direct issue costs.
Financial liabilities are initially measured at fair value, net of transaction costs,
and are subsequently measured at amortised cost, using the effective interest rate
method where the time value of money is signifi cant. Interest bearing bank loans,
overdrafts and issued debt are initially measured at fair value and are
subsequently measured at amortised cost using the effective interest rate method.
Any difference between the proceeds (net of transaction costs) and the settlement
or redemption of borrowings is recognised over the lenn of the borrowings in the
consolidated statement of profit or loss.
The Group derecognises financial liabilities when, and only when, the Group ' s
obligations are discharged, cancelled or they expire. The differences between the
carrying amount of the financial liability derecognised and the consideration paid
is recognised in the consolidated statement of profit or loss.
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Financial guarantee contract liabilities are initially measured at their fair values
and, jf not designated as at FVTPL, are subsequently measured at the higher of:
Contract asset is the right to consideration for goods or services transferred to the
customers. The Group's contract asset is the excess of cumulative revenue earned over
the billings to~date. Contract asset is reclassified to trade receivables at the point at
which invoices have been billed to customers.
Contract liability is the obligation to transfer goods or services to customers for which
the Group has received the consideration or has billed the customers. The Group's
contract liabi lity is the excess of the billings to-date over the cumulative revenue earned.
Contract liabi lities are recognised as revenue when the Group performs its obligati on
under the contracts.
The Group recognises the increm ental costs of obtaining a contract with a customer,
which are expected to be recovered, as an asset. The incremental costs of obtaining a
contract are costs incurred to obtain a contract with a customer that it would not have
incurred if the contract had not been obtained.
These contract costs are initially measured at cost and amortised on a systematic basis
that is consistent with the pattern of revenue recognition to which the asset relates. An
impairment loss is recognised in profit or loss when the carrying amount of the contract
cost asset exceeds the expected revenue less expected costs that will be incurred.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of past events, it is probable that the Group will be requi red to
settle the ob li gation, and a reliable estimate can be made of the amount of the obligation.
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The amount recognised as a provision is the best estimate of the considerati on 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 obl igation, its carrying amount is the
present value of those cash flows.
When some or all of the economic benefi ts required to settle a provision are expected
to be recovered from a third party, a receivable is recognised as an asset if it is virtually
certain that reimbursement will be received and the amount of the receivable can be
measured reliably .
Segment Reporting
The Group adopt the indirect method in the preparation of the consoli dated statement
of cash flows.
Cash and cash equivalents include cash on hand and at banks and shorHerm highly
liquid investm ents with maturities of three months or less from the date of acquisition
and are readily convertible to cash with insignificant risks of changes in value, against
which bank overdrafts, if any, are deducted.
In applying the Group's accounting policies, which are described in Note 3 above,
management is of the opinion that there are no instances of application of judgement
which are expected to have a signi fi cant effect on the amounts recognised in the
fi nancial statements.
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The key assumptions concerning the future and other key sources associated with
estimation uncertainty at the reporting date that have significant risk of causing a
materi al adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:
Revenue is recognised as and when th e control of the asset is tran sferred to customers
and it is probab le that the Group will collect the consideration to whi ch it will be
entitled in exchange for the asset that will be transferred to the customer. Depending
on the terms of the contract and the applicable laws governing the contract, control of
the asset may transfer over time or at a point in time.
If control of the asset transfers over time, revenue is recogni sed over the period of the
contract by reference to the progress towards complete satisfaction of that performance
obligation based on the physical proportion of contract work-to-date certified by
professional consultants. Significant judgement is required in determining the progress
towards complete sati sfaction of that performance obl igation based on the certified
work-to-date corroborated by the level of completion of the development based on
actual costs incurred to date over the estimated total property development costs. The
tQtal estimated costs are based on approved budgets, which requi re assessments and
judgements to be made on changes in, for example, work scope, changes in costs and
costs to completion. In making these judgements, management relies on past
experience and the work of speciali st.
Deferred tax assets are recogni sed for all deductible temporary differences, unused tax
losses and unabsorbed capital allowances to the extent that it is probable that future
taxable profits would be available against which the deductible temporary differences,
unu sed tax losses and unabsorbed capi tal allowances could be utilised.
Management judgement is required to determine the amount of deferred tax assets that
can be recognised, based on the assessment of the probability of the future taxable
profits. The carrying amount of deferred tax. assets as at the reporting date is disclosed
in Note 17.
Inventories are stated at the lower of cost and net realisable value. The Group
determines net realisable value based on historical trends and management estimates of
future selling pricing. Possible changes in these estimates could resul t in revisions to
the valuation of inventories. The details are disclosed in Note 19.
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Provision for Bumiputera quota penalties is recognised for expected claims based on
estimated penalties to be imposed by local authorities. Significant judgement is required
in determining the amount of provision for Bumiputera quota penalties to be made. The
Group evaluates the amount of provision required based on past experience and th e
indu stry norm . The details are disclosed in Note 3l.
5. REVENUE
6. COST OF SALES
2020 2021 2022
RM RM RM
3S
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Property developm ent costs of the Group recognised during the fi nancial year 2022
consists of reversal adjustment due to overaccrual of development cost which amounted
to RM9,68 I ,550 (202 1: RM4,3 27,63 7; 2020: RM Ni l) in the previous year.
8. FINANCE COSTS
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After charging:
Staff costs and directors'
remuneration (Note 10) 33 , 178,307 33,550,737 41 ,903 , 179
Allowance for doubtful debts:
- Trade receivables (Note 22) 137,59 1
- Other receivables (Note 23 ) 100,000 1,692,593
- Refundable deposits (Note 23) 5,966,406
Depreciation of:
- Property. plant and equipment
(Note 12) 1,522, 169 1,366,840 897,652
- Right-of-use assets (Note 13) 513,296 555,881 596,211
Property, plant and equipment
written off 262 4,426
Loss on derecognition of right-of-
use assets 23 ,918
Expenses relating to short-term
leases 703,044 794,388 1,05 2,466
Expenses relating to leases of
low-value assets 23 ,234 43,964 74,044
Auditors' remunerati on 335,632 352,620 490,402
Provision for Bumiputera quota
penalties 3,433 ,899
Realised loss on foreign exchange 3,603 961
Inventories - completed properties
written down (Note 19) 1,416,374
lmpairment losses on intangible
assets (Note 14) 254 ,400 2,807,155
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Staff costs:
- Salaries, wages, allowances and
overtime 16,262,970 18,482,3 17 2 1,824,849
- Bonus 4,944,5 25 3,610,289 7,086,635
- Employees provident fund 2,679,090 2,834,065 3,6 12,192
- Social secu rity contributi on 150,564 167,680 185, 159
- Other staff related costs 1,415,571 1,427,467 1,673,433
Directors' remuneration:
- Salaries, wages, allowances and
overtime 4,798,820 4,966,102 4,796,200
- Bonus 2,101 ,436 1,273,399 1,849,614
- Employees provident fund 821,637 785,724 871,403
- SociaJ security contri bution 3,694 3,694 3,694
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A reconciliation of income tax expense applicable to profit before tax at the appli cable
statutory income tax rate to income tax expense at the effective income tax rate of the
Group is as follows :
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As mentioned in Note 3, the tax effects of deductible temporary differences, unu sed tax
losses and unabsorbed capital allowances which would give rise to deferred tax assets
are recognised to the extent that it is probable that future taxable profit will be available
against which the deductible temporary differences, unused tax losses, and unabsorbed
capital allowances can be utilised.
Pursuant to an amendment to Section 44(SF) ofthe Income Tax Act 1967, the time limit
to util ise tax losses has been extended to a maximum of )0 consecutive years. Thi s
amendment is deemed to have effect from the year of assessment 2019. Furthermore,
the unused tax losses brought forward from year of assessment 2018 can be carried
forward for another 10 consecutive years of assessment (i .e. from year of assessment
201 9 to 2028).
As at year end, the eS.timated amount of unused tax losses and unabsorbed capital
allowances and other deductible temporary differences for which deferred tax assets are
not recognised in the finan cial statements due to unceltainty of realisation are as
follows:
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Furniture Capital
Computer Electrical
Electri cal and Motor Office Plant and
aud work in
Buildin g
Building software fittings
fittin gs fittings vehicles equipm ent
equipment Renovation machin ery progress Total
T otal
RM RM RM RM RM RM RM UM
UM RM RM
Cost
A s at 1 April
As
2019 2,785,609 46,670 927,766 79,013 1,527,355 3,454,757 8,821 , 170
Addi tions 343,290 190,504 6,800 540,594
W ri tten off
Written (2,500) (13,609) ( 16, 109)
As at 3 1 March
2020/
I April 2020 3, 128,899 46,670 925,266 79,013
79,0 13 1,704,250 3,46 1,557 9,345,655
Additionss
Addition 194,5]6
194,536 44,861
44,86 1 117,500
11 7,500 172, 160 98,848 627,905
Wri tten off
Written (2,499) (2,499)
Asat 31
]1
March 20211
2021!
1 April 2021 3,323,4]5
3,323,435 46,670 970, 127 79,0
79,013
13 1,8 19,251
19,25 1 3,633 ,717 98,848 9,971 ,06 1
Addi tions 6,650,000 13 1,096 1I 12,950 8,000 8,002 130,587 7,040,635
Written off (7,480) (7,480)
As at 3 1 March
March
2022 6,650,000 3,454,531 46,670 970, 127 !3
79,0 13 1,924,72
1,924, 72 1 3,64L1I
3,64 1,717L ~6, 850_
106,850 130,587 17,004 ,2 16
(Forward)
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Furniture Capital
Computer Electrical and M.otor
Motor Office Plant and work in
Building software fittings fittin gs
fittings vehicles equipm ent
equipment Renovation machinery progress Tot~11
RM RM RM RM RM RM RM RM RM RM
Accumillated
deprec iation
depreciation
at 1 April
As at
20 19 1,384,
1,3 84, 148 46,667 479,
479,241
241 44,756 940,204 2, 111 ,285 5,006,30 1I
Cbarge for
for the
year (Note 9) 574,606 135,322 15, 173 263 ,62 1
263,62 533,447
53 3,44 7 1,522, 169
Written off (2,240) (13 ,607) (15,847)
As at 3 1 March
2020/1 Apri l
2020 1,958,754 46,667 6 12,323 59,929 1, 190,2 18 2,644,732 6,512,623
Charge for the
Charge
year (Note 9) 593,131 6 1,595 15, 173
173 258,636 430,495 7,8 10 1,366,840
Written off (2,498) (2,498)
As at 3 1 March
2021111
202 II April
Apri 1
202
20211 2,55 1,885
2,551,885 46 ,667
46,667 ,9 18
673 ,918 75, 102
75,102 1,44 6,356 3,075,227 7,8 10 7,876,%5
Charge for the
year (Note 9) 2 1,20 1 304,365 51,811
51,8 11 3,9 10 162,440
162, 440 333,240 20,685 897,652
Written
Wri tten off (3 ,054)
(3,054) (3 ,054)
As at 3 I March
2022 12QL
2 1,20 1 2,856,25 0 46,667 725,729 79,0 12 1,605,742
I ,605,742 3,408,467 28,495 8,77 1,563
(Forward)
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Furniture Capital
Computer Electric:11 and Motor Office Plant and work in
Building softw<lre fittings fittings vehicles equipment Renovation machinery IJrogress Total
RM RM RM RM RM RM RM RM RM RM
Net carrying
amount
As at 3 1 March
2020 1, 170, 145 3 312,943 19,084 514,032
5 14,032 816,825
8 16,825 2,833,032
2,83 3,032
As at 3 1 March
202 1 77 1,550 3 296,209 3,911 372,895 558,490 91,038
9 1,038 2,094,096
As at 3 1 March
2022 6,628,799 598,281 3 244,398 I 3 18,979 233 ,250 78,355 130,587 8,232,653
Incl uded in property. pl ant and equipment of the Group are fully depreciated assets whi ch are still in use. I7,689
use, with an aggregate cost of RM6,6 17,689
(2021: RM4, 176,796; 2020: RM 1,887,303)
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Office Office
building equipment Total
RM RM RM
Cost
As at I April 2019/31 March 20201
I April 2020 759,903 92,290 852, 193
Additions (Note 28) 1,427,395 12,705 1,440, 100
Derecognition (468 ,454) (1 ,94 1) (470,395)
As at 31 March 202 111 April 2021 1,7 18,844 103 ,054 1,821 ,898
Additions (Note 28) 56,407 26,281 82,688
Derecognition (109,339) (18,213) (127,552)
Accumulated depreciation
As at I April 2019
Charge for the year (Note 9) 492,587 20,709 5 13,296
The Group leases several assets including office bui ldi ng and office equipment. The
average lease term is 4 years (2021 : 4 years; 2020: 4 years).
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As at 31 March 2021
The additions during the financial year 2022 represent adverti sement right for a peri od
of 6 years granted to the Group by a local authority in exchange for the construction of
an overhead pedestrian bri dge. As at 31 March 2022, the Group is in the process of
completing the application process. Amortisation of the intangible asset will commence
upon completing the application process. Th e directors performed impairment
assessment on intangibl e assets use with an indefinite useful life at least annually and
whenever there is an indication at the en d of a reporting period that the asset may be
impaired. Based on the assessment, an impairment loss of RM2,807, ISS has been
recognised during the fi nancial year 2022.
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Qualitative information about fair value measurement of the advertisement right using
significant unobservab le inputs (Level 3) as at 3 1 March 2022 are as follows:
Includ ed in the inventories - land held for property development are as follows:
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Land held for property development of the Group amounting to RM2 13,507, 104 (2021 :
RM248,227,813; 2020: RM252,015,935) are charged to the banks for credit facilities
granted to the Group as disclosed in Note 29.
16. GOODWILL
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The carrying amount of goodwi ll allocated by CGUs with indefinite useful life are
allocated as foll ows:
For the purpose ofimpainnent testing, the goodwill has been allocated to the respective
indi vidual CGu.
The recoverable amount of the CGUs was based on its value in use calculation using
cash fl ow projections based on the Group's financi al budgets covering a three·year
period.
Gross margins are based on average values achieved in the three years preceding
the start of the budget period.
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Based on the above, the carrying amount of the Group's CGUs was determined to be
lower than the recoverable amount and no impairment loss was recognised.
The directors believe that no reasonably possible changes in any of the above key
assumptions would cause the carrying amount of the Group's CGUs to materially
exceed their recoverable amount.
The components and movements of deferred tax assets and liabi lities during the year
prior to offsetting are as follows:
Others
Contract temporary Unused tax
liabilities dirferen ces losses Net
RM RM RM RM
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Contract Assets
Contract assets from property
development 27, 195,804 33,90 1,881 117,432,233
Current
Due not later than I year 27,195,804 33 ,901,881 11 7,432,233
Contract Liabilities
Contract li abil ities from property
development 10,092,301 56,342,301 109,416,070
Current
Due not later th an 1 year 10,092,301 56,342,30 1 109,41 6,070
Th e Group issues progress billings to purchasers when the billing milestones are
attained and recognise revenue when the performance ob ligations are satisfi ed .
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The Group's contract assets and contract liabilities relating to the sales of property
development as at each reporting period can be summarised as foll ows:
The transacti on price allocated to the unsati sfied performance obligations of the Group
as at 31 March 2022 are RM1 ,148,703,717 (2021 : RM1 , 157,016,359; 2020:
RM897,229,020). The remaining performance obligations are expected to be
recogni sed as follows:
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The Group recognises the incremental costs of obtaining a contract with a customer,
which are expected to be recovered, as an asset . The incremental costs of obtaining a
contract are costs incurred to obtai n a contract with a customer that it would not have
incurred if the contract had not been obtained.
These contract costs are initially measured at cost and amortised on a systematic basis
that is consistent with the pattern of revenue recogniti on lO which the asset relates. An
impairment loss is recognised in profit or loss when the carrying amount of the contract
cost asset exceeds the expected revenue less expected costs that will be incurred.
Current:
Trade receivables 19, 193,387 55,473 ,864 58,806,202
Amount due from director 60,750
Amount due from related parties 47 ,300 161 ,000
Stakeholders' sum 42,36 1, 133 23,198,713 15,3 18,375
Amount due from director, which arose mainly from trade transactions, are unsecured,
bears interest at a rate of 10010 (2021 : Nil ; 2020: Ni l) per annum and have a credi t term
of30 days (202 1: Nil; 2020: Nil).
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Amount due from related parties, w hich are due from persons connected to certain
directors of the Group in respect of purchase of development properties of the Group.
The transactions are unsecured, bears interest at a rate of 10010 (2021: 10%; 2020: Nil)
per annum and have a credit tenn 0[30 days (2021 : 30 days; 2020: Nil).
The credit term offered by the Group in respect of trade receivables is 30 days (2021 :30
days; 2020: 30 days) from the date of invoice and progress billing. The amount
outstanding from purchasers, bears interest at a rate of 10% (202 1: 10010; 2020: 10%)
per annum.
Stakeholders' sum represents retention sums held by solicitors upon handing over of
vacant possession to individual purchasers of development properties. These amounts
will be paid from 8 to 24 months after the delivery of vacant possession together with
interest earned.
Not impaired:
- not past due 51,732,226 55,628,517 50,528,53 I
- past due by:
1 10 30 days 3,784,282 9,93 I ,546 9,007,545
31 to 60 days 2,3 43,251 4,898,924 10,143,717
611090 days 3,334,204 4,692,838 3,379,447
9110120 days 168,264 1,3 40,485 372, 186
More than 120 days 192,293 2,227,567 777,3 10
Trade receivables that are neither past due nor impaired comprises:
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The movement in the allowance fo r doubtful debts during the year is as fo ll ows:
The directors are of the opinion that these debts could be realised in full without
material losses in the ordinary course of business as the legal title to the properties sold
remai ned with th e Group until the purchase consideration is full y settled/paid.
The Group ' s credit ri sk management objectives, policies and exposure are described in
Note 33.4.4.
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The movement in the allowance for doubtful debts during the year is as foll ows:
Fixed deposits placed with licen sed banks have maturity peri ods ranging from I to 24
months (2021 : 1 to 18 months; 2020: 1 to 18 months) and earn interest at the effective
interest rates ranging from 1.35 % to 3. 35% (2021 : 2.60 % to 3.30010; 2020: 2.15% to
3.35%) per annum.
Included in fixed deposi ts placed with l.i censed banks of the Group are :
(a) fix ed deposits pledged to bank for credit facilities granted to the Group
amounting to RM6,7 15, I71 (2021: RM2,765 ,564 ; 2020: RMI O, 724,426) as
di sclosed in Note 29; and
(b) monies held in debt service reserve accounts amounting to RM2 ,940,OOO (202 1:
RM2 ,940,OOO; 2020: RM3,695,5(0) for the Group which are restricted in usage
and do not fonn part of cash and cash equivalents; and
(c) monies held in escrow accounts amounting to RM5 ,OOO,000 (202 1: RM Nil ;
2020: RM Nil) fo r the Group which are restri cted in usage and do not fo rm part
of cash and cash equivalents.
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Bank balances held under Housing Development Accounts which are maintained in
designated Hou sing Development Accounts are pursuant to the Housing Developers
(Control and Licensing) Act, 1966 and Housing Development (Housing DevelorJrnent
Account) Regulati ons, 1991 in connection with the Group 's property development
projects. The util isati on of these balances are restricted, before the completion of the
housing development and fulfilling all relevant obligations to the purchasers, the cash
could only be withdrawn from such accounts for the purpose of completing the
particular projects concerned,
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Ordinary shares:
Issued and fully paid up:
As at 1 Apr;1 2019/ 31 March 20201
20201
1 Aprd 20201 3 1 March 20211
I April 202
20211// 3 1 March 2022 62,500,000 62, 5000 000
62,500,000 6 2 , 5 00 ,0~
62,500,000 62,500, 000 62,500,000 ~, 500 , OOO
62,500,000
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Retained earnings are available for distribution by way of dividends. The Company is
under the single tier tax system. Under this system, tax on a company's profit is final
tax and dividends paid are exem pted from tax in hands of the shareholder,
RM
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The minimum lease payments for the lease liabi lities are payable as follows:
2022
Current liabilities:
- Wi thi n one year 588,9 16 (24,374) 564,542
Non-current liabilities:
- More than I year and within
2 years 101 ,356 (1,790) 99,566
- More than 2 years and within
5 years 25 ,668 (1,047) 24 ,621
2021
Current liabilities:
- Within one year 638,984 (55,474) 583,5 10
Non-current liabilities:
- More than 1 year and within
2 years 654,136 (24 ,454) 629,682
- More than 2 years and wi thi n
5 years 7,392 (252) 7, 140
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2020
Current liabilities:
- Within one year 198,251 (10,293) 187,958
Non-current liabilities:
- More than I year and withi n
2 years 92,096 (3 ,451) 88,645
- More than 2 years and within
5 years 34,080 (1 ,826) 32,254
- More than 5 years 7,392 (566) 6,826
The Group discounted the lease liabil ities by using the Group's incremental borrowing
rates ranging from 3.40% to 6.00010 (2021 : 3.40% to 6.00'%; 2020: 3.40% to 6.00'%) per
annum .
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NO li-c urren t:
Later than one year but not more
than 2 years 66,767,145 47,117,94 1 129,099,681
Later than 2 years but not more
than 5 years 104,459,332 154,847,1 27 160,696,400
More than 5 years 58,978,484
(a) As at 31 March 2022, the Group has term loans, bridging loans, bank overdrafts
and other credit facilities totaling to ru.11 ,152,220,678 (2021: RM1 , 25 1 , 475 . 700~
2020: RM749,3 55,700). These credit facilities bear interest at rates ranging from
4.07% to 8.95% (202 1: 4.00% to 8.95%; 2020: 6.26% to 8.95%) per annum.
(i) third party fi rst to third legal fixed charge over the development lands of the
Group;
(ii) a fixed charge and floatin g charge by way of a debenture on the Group's
present and futu re assets;
(iii) a charge over land held for property development of the Group am ounting
to RM213,507, 104 (2021: RM248,227,813; 2020: RM252,0 15,935) .s
discl osed in Note 15;
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(ix) joint and several guarantees by the following directors of the Group and of
the Company:
a. Datuk Seri Ng Thien Phing
b. Datuk Lam Sao Keong@ Low Soo Keong
(x) deed of subordination from shareholders and directors of the Group and of
the Company of al l advances, right, benefits, interest including but not
limited to profit
(xi) fixed deposits pledged to bank for credit facilities granted to the Group
amounting to RM6, 715,171 (2021: RM2,76S,S64; 2020: RM I 0,724 ,426) as
disclosed in Note 24.
(b) In 2021 and 2020, the Group has standing Sukuk Musharakah and Suk.."Uk
Murabahah totaling RM:I ,OOO,OOO,OOO as follows:
On 7 July 2020, both Sukuk Musharakah and Sukuk Murabahah were retired.
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30. TRADEPAYABLES
Trade payables comprise amounts outstandi ng for trade and on-going costs. The credit
tenn granted to the Group in respect of trade purchases ranges from 30 to 90 days (202 1:
30 to 90 days; 2020: 30 to 90 days).
Amount due to related parties mainly comprise of advances and expenses paid on beh alf
for the Company amounting to RM Nil (2021 : RM9,964,788; 2020: RMI 1,222,657),
which are unsecured, interest-free and repayable on demand . In addition, included in
amount due to related parties are rental of office bui lding, rental of office equipments,
rental of motor vehicles and insurance brokerage services amounting to RM13 ,53 8
(2021 ; RM Ni l; 2020; RM16,395). These transactions are un secured and granted with
credit terms range from 0 to 7 days (2021 ; 0 to 7 days; 2020: 0 to 7 days).
20n
RM
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JJ . FINANCIAL INSTRUMENTS
The primary objective of the Group's capital management is to ensure that the
Group maintains a strong cred it rating and healthy capital ratios in order to
support its business and maximise shareholders ' value.
The Group manages its capital structure and make adjustments to it, in light of
changes in economic conditions. No changes were made in the objectives,
policies or processes during the year cnded 31 March 2022, 3 1 March 202 1 and
31 March 2020 .
The Group monitors capital using a gearing rati o, which is total debts divided
by total equity. The total debts represents bank borrowings. Total equity
represents net equity attributable to the owners of the parent plus non·
controlling interests.
The net gearing ratios at the end of the reporting period are as follows :
The gearing ratio is not governed by the MFRS and its definition and calculation
may vary .
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The operations of the Group are subject to variou s risks which include liquidity
risk, cash fl ow risk, interest rate risk and credit risk, in connection with their
use or holding of financial instruments. The Group has adopted a fmancial ri sk
management framework with the principal objective of effectively managing
these risks and minimisi ng any potential adverse effects on the fin ancial
perform ance of the Group.
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Li quidity ri sk is the ri sk that an entity will encounter difficulty in meeting its financial obligations due to a sh011age of funds.
Effective
interest On demand
Carryin g rat es per Contractual
Conlr:tctual or within 1 to 2 2 to 5
amount
am ount anllum cas h flows 1 year years
yea rs years Total
RM % RM RM RM RM RM
2022
pay abies
Trade payables 190,476,980 190,476,980 190,476,980 190,476,980
Other payab les and
accrued expenses 56,8 17,648 56,817,648 56,817,648 56,8 17,648
Land costs payab le 77,020,778 77,020,778 77,020,778 77,020,778
Bank borrowi ngs 448,020,907 4.07 - 8.95 509, 145,244 178,230,803 145,837,388 185,077,053 509, 145,244
Lease liabi lities 68 8,729 3.40 - 6.00 7 15,940 588,9 16 101 ,356 25 ,668 7 15,940
773,025,042
773 ,025.042 834 , 176,590 503 , 135,1 25 145,938,744 185, 102,72
J()2}2 1 834, 176,590
834,176,590
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Effective
EtTective
interest On demand
Ca rryillg rates per Contl'actual 01" within I to 2
1 2 to 5
alllount
amount allnum
aunum cash nows 1I year yean years Total
RM % RM RM RM RM RM
2021
Trade payables 24 1,856,356 241,856,356 24 1,856,356 24 1,856,356
Other pay abies and
accrued expenses 46,946,585 46,946,585 46,946,585 46,946,585
Land costs payabl e 77,980, 782
77,980,782 77,980,782 77,476,704 504,078 77,980,782
Bank borrowings 392,502,3344
392,502,33 4.00 - 8.95 440, 185,082 21
2 111,554,353
,55 4,353 58,560,092 170,070,637 440, 185,082
Lease liab iliti es
liabilities 1,220,3322
1,220,33 3 AO - 6.00 1,300,5 12
1,300, 512 638,984 654, 136 7,392 1,300,5 12
760, 506,389
760,506, 389 808,269,317 578,472,982 5~1 ~L?-1306
59,7 18,306 170,078,029 808,269,317
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13.
13. ACCOUNTANTS’
ACCOUNTANTS’ REPORT
REPORT (CONT’D) 13. ACCOUNTANTS’ REPORT (CONT’D)
Effective
intcrest On demand
Currying rates per Contractual 0'·
0.. within 1 to 2 2 to 5 More than
amount allnum cash flows I year years yea rs 5 years Total
RM % RM RM RM RM RM RM
2020
Trade pay
payabables
les 148,529,593 148,529,593 148,529,593 148,529,593
Other payables and
accrued expenses 38,4 15,887 38,415,887 38,4
38,415,887
15,887 38,4
38,415,887
15,887
Land costs payable 94,3 32,84 1 94 ,33 2,84 1 18,982,388 75,
75 , 164,400 186,05 3
186,053 94,332,84 1
Bank borrowings 412,008,308 6.26 - 8.95 478,262, 186 209,939,652 82,567,908 124,469,642 661,284,984
1,284,984 478,262, 186
Lease liab ilities
il ities 3 15,683 3.40 - 6.00 331,8 19 198,25 1 92,096 34,080 7,392 33 1,8 19
693,602, 312
693,602,3 12 759,872,32'; 416
__ 759,872,326 , ~65, 77 1 157,824,404
416,065,77 157,824,104 -.!£4,68j), 775
124,689,775 61.292,376
6 1,292,376 759,872,326
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The Group reviews its cash flow position regularly to manage its exposure to
fluctuations in future cash flows associated wi th their monetary finan cial
instruments.
Interest rate risk is the risk that the fair values or future cash fl ows of the
Group's financial instruments will fluctuate because of changes in market
interest rates.
The Group is exposed to interest rate risk through the impact of rate changes on
bank borrowings. The interest rates of the Group' s bank borrowings are
disclosed in Note 29.
The interest rate prbfile of the Group's signifi cant interest-bearing financial
assets and financial liabilities are disclosed in the table below as follows :
The sensitivity analysis below has been detennined based on the exposure to
interest rates for interest bearing bank borrowings at the end of the reporting
period. A 100 basis point increase or decrease is used when repOIting interest
rate ri sk internally to key management personnel and represents management's
assessment of the reasonab ly possible change in interest rates.
If interest rates had been 100 basis points higherllower and all other variables
were held constant, the Group' s profit for the year ended 31 March 2022
would decrease/increase by RM4,480,209 (2021: RM3,925,023 ; 2020:
RM4,120,083).
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Financial assets that are primarily exposed to credit risk are receivables and
bank balances.
The Group does not have any signifi cant credit risk as its development units are
predominantly rendered and sold to a large number of customers using financing
from reputable end-financi ers. The Group does not have significant exposure to
any individual or counterparty nor does it have any major concentration of credit
risk related to any financial instruments. Credit risks with respect to trade
receivables are limited as the ownership and rights to the properties revert to the
Group in the event of default
Credit risk also arises from deposits placed with licen sed banks. The deposits
are placed with credit worthy finan cial institutions. The Group considers the
ri sk of material loss in the event of non-performance by a financi al counterparty
to be unlikely.
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The fair values of financial instruments refer to the amounts at which the
instruments could be exchanged or settled bet.... een knowledgeable and willing
parties in an arm ' s length transaction . Fair values have been arrived at based on
prices quoted in an active, liquid market or estimated using certain valuation
techniques such as discounted future cash flows based upon certain
assumptions. Amounts derived from such methods and valuation techniques are
inherently subjective and therefore do not necessarily reflect the amounts that
would be received or paid in the event of immediate settlement of the
instruments concerned.
On the basis of the amounts estimated from the methods and techniques as
mentioned in the preceding paragraph, the carrying amount of the various
financial assets and financial liabilities reflected on the consol idated statement
of financial position approximate their fair values.
Th e methodologies used in arri ving at the fair values of the financial assets and
fi nancial liabi lities of the Group are as follows :
• Long·term lease liabilities and land costs payable: The fair values of
long-term financial assets and financial liabilities are detennined by the
present value of futu re cash flow estimated and discounted using the
current interest rates for si milar instruments at the end of the reporting
date. There is no material difference between the fair values and carrying
values of these liabil ities as at the repolting date.
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At the end of reporting period, the Group has the foll owing capital commitments in
respect of property, plant and equipment:
The table below detai ls changes in the Group's li abilities ari sing from financing
activities, includin g both cash and non-cash changes. Liabilities arising from fm ancing
activi ties are those for whi ch cash fl ows were, or future cash flows wi ll be, classifi ed
in the Group's consoli dated statement of cash fl ows as cash flows from financing
activi ties.
Bank Lease
borrowings liabilities
RM RM
2022
At beginning or year (excluding bank overdrafts) 288,202,3 34 1,220,332
Non-cash item s
Addition s 82,688
Interest charged 24,644,379 54,994
Interest paid (24,644 ,379)
Loan transaction cost 1,892,779
Reclassification to other receivables 7,273 ,983
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Bank Lease
borrowings liabilities
RM RM
2021
At beginning of year (excluding bank overdrafts) 327,008,308 315,683
Non-cash items
Additions 1,440,100
Lnterest charged 26, 11 8,063 70, 120
Interest paid (26,) 18,063)
Loan transaction cost (6,627,218)
Reclassification to other receivables 26,327,022
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Amount
owing to
associated Bank Lease
companies borrowings liabilities
RM RM RM
2020
At beginning of year (excluding bank
overdrafts) 103 ,020 245 ,623,727
Effect of adoption ofMFRS 16 852, 193
Non-cash items
Interest charged 26,048,882 34,366
Interest paid (26,048,882)
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P ro portion of
owner ship inter est and
voting power held by
th e G roup
Country of 2020 2021 2022 Prin cipal
Nam e of subsidiaries incorporation % % % activities
West Victory Sdn , Bhd. Malaysia 100 100 100 Property
developm ent
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Proportion of
ownership interest and
voting power held by
the Group
Cou ntry of 2020 2021 2022 Principal
Name of subsidiaries incorporation % % % activities
Rimba Maj u Realiti Malaysia 60 60 60 Property
Sdn. Bhd .~) devel opment
SkyWorld Asset Mal aysia lOa Management
Management Sdn . Bhd. services and
(fonnerl y known as property
Arena Sports KL Sdn. investment
Bhd.),dXP )
Subsidia.-y ofNTP
World Corporation
Sdn. Bhd.
Subsidiary of SkyWorld
Venture Sdn. Bhd.
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(a) On 22 April 2021, the Company acquired 100% equity interest comprising 100
ordinary shares in SkyRia Development Sdn. Bhd. (formerly known as Nusa
Jutamas Sdn. Bhd.) for a total consideration of RMIOO via cash.
(b) On 26 Jul y 202 1, the Company incorporated a new subsidiary, SkyWorid Staris
Development Sdn. Bhd. with an issued share capital of ~ comprising 2
ordinary shares via cash.
(c) On 19 November 2021 , the Company acqui red 100010 equity interest com pri sing
100 ordinary shares in Klasik Eramas Sdn. Bhd. for a total consideration of
RMl OO via cash.
(d) On 19 November 2021 , the Company acquired 100010 equity interest comprising
2 ordinary shares in Skyworld Asset Management Sdn. Bhd. (formerly known
as Arena Sports KL Sdn. Bhd.) from its subsidiary, NTP World Corporation
Sdn. Bhd., for a total consideration of RM2 via cash.
(e) On 26 January 2022, the Company di sposed 60% equity interest comprising
600,000 ordi nary shares in Desa Imbangan Sdn. Bhd., representing all equity
interest held by the Company, to its subsidiary, SkyWorld Venture Sdn. Bhd.
("SVSB"), for a total consideration of RM60 via cash .
(g) On 6 Augus12019, the Company incorporated a new pri vate limited company.
SkyWorld Development (Vietnam) Company L imited with charter capital of
RM208,775 .
(h) On 29 June 2019, the Company acquired additional 30% equity interest
comprising 30,000 ordinary shares in Rimba Maju Realiti Sdn. Bhd.
(" JU...1R.SB"), fo r a total cash consideration of RM3 0,000 and the Company's
interest in RMRSB increased from 30% to 60%. Consequently. the Company
gained control over RMRSB.
(i) On 13 January 2020, the Company acquired additional 30% equity interest
comprising 300,000 ordinary shares in Medan Srijuta Sdn. Bhd. ("MSSB"), for
a total cash consideration of RM300,OOO and the Company's interest in MSSB
increased from 30% to 60%. Consequently, the Company gai ned control over
MSSB.
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(k) On 3 February 2020, the Company acquired 100% equity interest comprising
200,000 ordinary shares in Aqua Legacy Sdn. Bhd. for a total cash consideration
ofRMIO.
(I) On 3 February 2020, the Company acquired 1000/0 equity interest comprising
200,000 ordinary shares in Legacy Spohra Sdn. Bhd. for a total cash
consideration of RMIO.
(m) On 18 February 2020, the Company acquired 100010 equity interest compri sing
2 ordinary shares in SVSB for a total cash consideration of RM2.
(n) On 18 February 2020, the Company acquired 100% equity interest comprising
2 ordinary shares in SkyWorld Properties Sdn. Bhd. for a total cash
consideration of RM2 .
(0) On 18 February 2020, the Company acquired 100% equity interest compri si ng
2 ordinary shares in SkyWorid Land Sdn. Bhd. for a total cash consideration of
RM2.
(P) The directli ndirect subsid iaries have changed its principal activiti es subsequent
to the financial year ended 2022.
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Set out below are the non-controll ing interests of the subsidiaries which the Group
regards as material. The equity interests held by non-controlli ng interests are as foll ows:
Eq uity interest held by non-controlling interests
2020 2021 2022
% % %
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Capital deficiency
attributable to material
non-controll ing interests
at 40010 (1,875, 135) (2,037,344) (2,530,47 5)
Revenue
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(Capital deficiency)lEquity
attributable to material
non-controlling interests
at 40010 (1 ,229,477) 2,864,184 1,637,316
Revenue 61,274,648
Total comprehensive
income/(Joss) 2,8 13,774 10,677,364 (3,067,171)
Total comprehensive
incomel(loss)
attributable to material
non-control ling interests
for the year 1, 125,510 4,270,946 (1,226,868)
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Save as disclosed elsewhere in the financial statements, the financial statements of the
Group reflect the following transactions which are determined on a basis as negotiated
between the Group and its related parties, being companies in which certain directors
of the Company are also directors and have financial interest:
Director:
Sale of development property (996,300)
Related parties:
Sale of devel opment property (765,850) (769,600)
Rental of offi ce building 446,520 478,480 484,872
Rental of office equipment 29,550 7 1,700
Rental of motor vehicles 194,400 150,462 79,893
In surance brokerage and related
services 434,628 608,896 609,977
As disclosed in Note 22, amount due from director, which arose mainly from trade
transactions, are unsecured, bears interest at a rate 0[' 10% (2021: Ni l; 2020: i1) per
annum and have a credit tenn of30 days (2021: Nil; 2020: Nil).
As disclosed in Note 22, amount due from related parties, which due from persons
connected to cenain directors of the Group in respect of purchase of development
properties of the Group. The transactions are unsecured, bears interest at a rate of 10010
(2021: 10%; 2020: Nit) per annum and have a credit term of30 days (2021 : 30 days;
2020 Nil).
As disclosed in Note 31, amount due to related parties are from companies in which
directors of the Company are also the directors of and have financial interests. Amount
due to related parties, which arose mainly from rental of office building, rental of office
equipments, renta1 of motor vehicles and insurance brokerage servi ces which have
credit term s of 0 to 7 days (2021: 0 to 7 days; 2020: 0 to 7 days) and bear interest at
rate of 0010 to 8% (2021 : 0% to 8%; 2020: 00/0 to 8%) per annum .
The members of key management personnel of the Group comprise directors of the
Company. Detai ls on the compensation for these key management personnel are
disclosed in Note 10.
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Basic
The calculation of basic earnings per ordinary share at the end of the reporting period
was based on the profit attributable to ordinary equity holders and a weighted average
number of ordi nary shares outstandi ng, calculated as foll ows:
Diluted
The basic and diluted earnings per share are the same as there were no dilutive potential
ordinary shares.
For management purposes, the Group IS organised into the following operating
divisions:
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Segment assets and segment liabilities are neither included in the internal management
reports nor provided regularly to the Group's chief operating decision maker for regular
review. Accordingly. there is no funher disaggregation of segment assets and segment
liabi lities of property development of the Group.
Geographical information
No maj or customers information is provided as the Group does not have any single
customer more than 10% of the total revenue.
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Property
Management
and
Property Management
Development Services Construction Elimination Total
RM RM RM RM RM
2022
Revenue
External
revenue 790,368,678 68,040 790,436,718
Inter-segment
revenue 31,976, 120 (31 ,976, 120)
Cost of sales
External cost
of sales (542,409,54 1) 1,579,844 (540,829,697)
Inter-segment
cost of sal es (13,041,0 18) 13,04 1,018
Total cost of
sales (555 ,450,5 59) 1,579,844 13,041 ,018 (540,829,697)
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Property
Management
and
Property Management
Development Services Construction Elimination Total
RM RM RM RM RM
Other
information
Staff costs and
di rectors'
remuneration (41 ,903 , 179) (41 ,903 ,179)
All owance for
doubtful
debts:
- Trade
receivables (137,59 1) (137,59 1)
- Other
receivab les ( 1,692,593) ( 1,692,593)
Depreciati on
of:
- Property,
plant and
equipment (883,012) (14,640) (897,6 52)
- Right-of-use
assets (596,211) (596,211 )
Provi sion for
Bumiputera
quota
penalties (3,433 ,899) (3,433,899)
Impairment
losses on
intangible
assets (2,807, 155) (2,807,155)
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344
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Property
Management
and
Property Management
Development Services Elimination Total
RM RM RM RM
2021
Revenue
External revenue 488,200,307 596,252 488,796,559
lnter·segment
revenue 16,700,984 (1 6, 700,9 84)
Cost of sales
External cost of sales (336,583,358) (549,111) (337, 132,469)
rnter-segment cost of
sales (I5, 194,276) 15, 194,276
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Property
Man agement
a nd
Property Man agement
Development Services Elimination Total
RM RM RM RM
Oth er information
Staff costs and
directors'
remuneration (33 ,550,737) (33 ,550,737)
Al lowance for
doubtful debts on
other receivables ( 100,000) (100,000)
Depreciation of:
- Property, plant
and equipment ( 1,3 60,740) (6,100) (1 ,366,840)
- Ri ght-of-use
assets (555 ,88 1) (555 ,881)
Impairment losses on
intangible assets [254, 4OOl [254,4OOl
90
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344
440
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Property
Management
and
Property Management
Development Services Construction Elimination Total
RM RM RM RM RM
2020
Revenue
External
revenue 500,356,253 1,875,289 2 1,627,996 523,859,538
Inter-segmeni
revenue 65,210,272 (65,2 10,272)
Cost of sales
External cost
of sales (311 ,122,216) (1, 801,939) (32,214,270) (345,138,425)
Inter-segment
cost of sales (31 ,78 1,708) 31,78 1,708
Total cost of
sales (342,903,924) (1,801,939) (32,214,270) 31 ,781 ,708 (345,138,425)
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Property
Management
and
Property Management
Development Services Construction Elimination Total
RM RM RM RM RM
Other
information
Staff costs and
directors'
remunerati on (33,178,307) (33, 178,307)
Allowance for
doubtful
debts on
refundable
deposit s (5,966, 406) (5,966,406)
Depreciation
of:
- Property,
plant and
equipment (1 ,522, 169) (1 ,522, 169)
- Right-of-
use assets (513,296) (513 ,296)
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(a) On 21 April 2022, the directors of SkyWorld Land Sdn. Bhd. ("SLSB") have
allotted 25 ordinary shares, representing 25% equity interest of SLSB to Hijrah
Megah Sdn. Bhd. Consequently, the Company 's equity interest in SLSB
decreased from 100% to 75%.
(b) On 25 April 2022, the directors of SkyWorid Properties Sdn . Bhd. (" SPSB")
have all otted 20 ordinary shares, representing 20010 equity interest of SPSB to
Hijrah Megah Sdn . Bhd. Consequently, the Com pany 's equi ty interest in SP SB
decreased from 100% to 80010.
(c) On 5 May 2022, SLSB, a sub sidiary of the Company, acquired 100% equity
interest comprisi ng 2 ordinary shares in Central Enclave Sdn. Bhd. ("CESB ")
fo r a total consideration of RM25 via cash. CESB is currently involved in the
business of property development. The effective interest of the Company on
CESB is 75%.
(d) On 9 May 2022, SPSB, a subsidiary of the Company, acquired 100010 equi ty
interest comprisi ng 1,000 ordinary snares in Kern Batu Kentonmen
Development Sdn. Bnd . ("KBKD") for a total consideration of RM20 via cash.
KBKD is currently involved in the business of property development. The
effective interest of the Company on KBKD is 80010.
(e) On 14 June 2022, the Company acqui red 1 ordinary share in NTP World
Corporation Sdn . Bhd. ("NTP") from one of its resigned director of the
Company for a total consideration of RMI via cash. Consequently, the
Company's equity interest in NTP increased from 59 . 9~1o to 60%.
(f) On 28 July 2022, the Company acquired 100% equity interest com pri sing 100
ordi nary shares in SkyWorld Buil der Sdn. Bhd . ("SBSB") for a total
consideration ofRMl OO via cash. SBSB is currently involved in the business
of property developm ent.
(g) On 15 August 2022, the Company acqui red 100% equity interest compri sing
100 ordinary shares in Aspirasi Cekap Sdn. Bhd. ("AC SB") for a total
consi deration of RM IOO via cash. ACSB is currently involved in the business
of property development.
(h) On 12 September 2022, the Company acquired remaining 40% equity interest
compri sing 2,000,000 ordi nary shares held by Zafidi Bin Mohamad, a director
of the Company. in NTP for a total considerati on ofRM2 0,OOO,OOO by way of
issuance and allotment of 25,000,000 ordinary shares of the Company.
Consequently, NTP became a wholly-owned subsi diary of the Company .
93
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ACCOUNTANTS' REPORT
(prepared for inclusion in the Prospectus of SkyWorid Development Berhad)
STATEMENT BY Dnu:CTORS
The directors of SKY WORLD DEVELOPMENT BERRAO state that, in their opinion, the
accompanying Consolidated Financial Statements are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and Chapter 10
Part II Di vision 1: Equity of the Prospectus Guidelines issued by the Securities Commi ssion
of Malaysia so as to give a true and fair view of the financial position of the Consolidated
Financial Statements as at 3 1 March 2020, 3 1 March 202 t and 31 March 2022 and of the
fmaneial perfonnance and the cash flo ws for the financial years ended 31 March 2020, 31
March 2021 and 31 March 2022.
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RegistrationNo.:
Registration No.:200601034211
200601034211(753970-X)
(753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT
The table below sets out a summary of our material properties which have been valued by our
Independent Valuer.
Market value as at
No. Property details 31 May 2022
1. Twenty-three (23) units of condominium, located within Bennington RM14,300,000
Residences erected on parent Lot No. 201666, Mukim of Setapak,
District of Kuala Lumpur, FT Kuala Lumpur
9. A parcel of residential land known as Lot No. PT 50038, Mukim of Kuala RM40,000,000
Lumpur, District of Kuala Lumpur, FT Kuala Lumpur
10. A parcel of vacant residential land known as Lot No. 201208, Mukim of RM56,000,000
Setapak, District of Kuala Lumpur, FT Kuala Lumpur
11. A parcel of commercial land known as Lot No. 201210, Mukim of RM90,000,000
Setapak, District of Kuala Lumpur, FT Kuala Lumpur
12. A parcel of vacant commercial land known as Lot No. 201619, Mukim of RM35,000,000
Setapak, District of Kuala Lumpur, FT Kuala Lumpur
13. Five (5) parcels of vacant residential land known as Lot Nos. PT 50177, RM167,000,000
PT 50179 – PT 50182 (inclusive), Mukim of Setapak, District of Kuala
Lumpur, FT Kuala Lumpur
14. Three (3) parcels of vacant commercial land known as Lot Nos. PT RM137,000,000
50007, PT 50008 and PT 50009, Mukim Ulu Kelang, District of Kuala
Lumpur, FT Kuala Lumpur
15. A parcel of vacant residential land known as Lot No. PT 50138, Mukim RM11,000,000
of Setapak, District of Kuala Lumpur, FT Kuala Lumpur
16. A parcel of vacant residential land known as Lot No. PT 50052, Mukim RM19,000,000
of Petaling, District of Kuala Lumpur, FT Kuala Lumpur
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RegistrationNo.:
Registration No.:200601034211
200601034211(753970-X)
(753970-X)
14.
14.
13. VALUATIONCERTIFICATES
VALUATION CERTIFICATES
ACCOUNTANTS’ (CONT’D)
REPORT (CONT’D)
Market value as at
No. Property details 31 May 2022
17. A parcel of vacant residential land known as Lot 4249, Mukim of RM43,000,000
Setapak, District of Kuala Lumpur, FT Kuala Lumpur
18. A parcel of agricultural land with residential potential and an alienated RM27,000,000
residential land known as Lot No. 1478 & Alienated Land known as Plot
A, Both within Mukim of Kuala Lumpur, District of Kuala Lumpur, FT
Kuala Lumpur
19. A parcel of vacant commercial land known as Lot No. PT 50176, Mukim RM42,000,000
of Setapak, District of Kuala Lumpur, FT Kuala Lumpur
Total RM960,830,000
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IVJr.O.t1.I:
C BRE WTW VALUATION & ADV ISORY SDN 8HD IIPHOIOO1098l
/--....., " - •• C H Wo5amo '''''''' ~ w~ Sdto ~
Report and Valuation 30-01 30~ Floor
Menaro MuIr"Pllrpo$.fl
B Jolon Mundli Abdullah
Our Ref : WTW/01NIOO2260/21/LKC POBox 12157
50100 Kuolo lumpur
Malaysia
10 November 2022
T +(6 03) 2616 8888
PRIVATE C. CONFIDI!NT1AL F +(603) 2616 8899
E kuololumpvr@cl!te-wlw,com,my
W _.cbr._wtw.com.my
SKYWORLD DEVELOPMENT IERHAD
Level 8, Block B, Wisma NTP World
Excella 6us/ness Park. Jalan Ampang Putra
55100 Ampang. Kuala Lumpur. Malaysia
Attn: Mr. Lee Chee Seng (Non-Independent Executive Director and Chief Executive Officer)
Dear Sir,
In act:ordance with the instructions of SkyWorid Development Berhed, we, CBRE WTW Valuation &
Advisory Sdn Bhd (formerly known 8S C H Williams Talhar & Wong Sdn Bhd), have carried out a
valuation on the above mentioned properties as at 31 May 2022 for the purpose of submission to
Securities Commission Malaysia in relation to the Proposed Initial Public Offering in conjunction with
the listing of SkyWorld Development Berhad on the Main Market of Bursa Malaysia Securities Berhad.
This Master Valuation Certificate is prepared for inclusion in the prospectus in relation to the Proposed
Listing.
We have prepared and provided this Valuation Certificate which outlines key factors that have been
considered in arriving at our opinion of Market Value and reflects all information known by us and
based on present market conditions.
The valuation has been prepared in accordance with the requirements 8S set out in the Asset Valuation
Guidelines issued by Securities Commission Malavsia and the Malaysian Valuatton Standards issued
by the Board of Valuers, Appraisers, Estate Agents and Property Managers, Malaysia.
For all intents and purposes, this Master Valuation Certificate should be read in conjunction with the
full Report and Valuation.
The basis of the valuation is Market Value which is defined by the MalaYSian Valuation Standards
(MVS) to be "the estimated amount for which an asset or liability should exchange on the valuation
date between a willing buyer and a willing seller in an arm's length transaction after proper marketing
where tnc parties had each acted knowledgeably, prudently and without compulsion".
We nave inspected tne subject property and the material date of valuation is taken as at 31 May 2022.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CBRE WTW VALUAnON & ADVISORY SON BHD (1 97"01001098)
METHOD OF VALUATION
In arriving at our opinion of Market Values, we have adopted the following Valuation Methodologies.
1. Vacant Lands
CompariHD Approach
We have adopted the Comparison Approach of Valuation for most of the properties. The Comparison
Approach entails analvsing the recent transactions and asking prices of similar property in the locality
for comparison purposes with adjustments made for differences in location. accessibility, terrain, size
and shape of land, tenure, planning status, title restrictions, jf any. and other relevant characteristics
to arrive at the market value.
We have compiled and analysed sale evidences in the localities of the subject property. In arriving at
our opinion of value of the subject property using the Comparison Approach, the selected suitable sale
eVidences, amongst others, are considered and adopted.
In some instances, the Comparison Approach is the only method adopted as there are adequate
e
transaction data either from Valuation and Property Services Department JPPW), Bursa Malaysia or
company announcements which can be relied upon with Significant level of certainty_
Under the Income Approach - (Residual Method), consideration is given to the Gross Development
Value (GDV) (being the estimated gross proceeds obtainable from the completed development) of the
project and deducting there from the estimated costs of development including construction costs,
professional fees, contribution to authorities, marketing, administrative and legal fees, financing
charge, contingencies and developer's profit. The resultant answer is then deferred over the period of
time required for the completion of the project to errive at the market value.
The GDV refers to the potential sales revenue achievable from the proposed development units. A
survey has been carried out on the transactions and selling prices of similar units launched or
transacted in the market in order to arrive at the fair and reasonable sale prices of each component of
the subject property. Adjustments are then made for differences in location, size, tenure, denSity,
specifications and other relevant characteristics, if any, to arrive at the final proposed sales figure.
The Gross Development Cost ("GDC'') includes preliminaries, contribution to Air Selangor, Tenaga
Nasional Berhad, Indah Water Konsortium and building plan fees, earthwork and site clearance.
building construction costs, infrastructure work costs, finance costs, marketing, administrative & legal
fees, administration & project management. professional fees, contingencies and developer's profit
In arriving at the GDC, we have considered and adopted the industry average costs as derived from
the analysis of contracts awarded for the construction of similar type of development components,
cfient's information and the current cost estimated by quantity surveyors as well as make reference to
the JUBM & Arcadis Construction Cost Handbook Malaysia 2022.
Comparison Approach
The Comparison Approach entails analysing recent transactions and asking prices of similar property
in and around the locality for comparison purposes with adjustments made for differences in location,
accessibility/visibility, size, shape, orientation and other relevant characteristics to arrive at the market
value.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE 1ArUW
CBRE WTW VALUATION & ADVISORY SON BHD (197401001 098)
In some instances, the Comparison Approach is the only method adopted as there are adequate
transaction data either from Valuation and Property Services Department (U JPPH'? Bursa Malaysia or
company announcements which can be relied upon with significant level of certainty.
Income Approach (Investment Method) entails determining the net current annual income by
deducting the annual outgoings from the gross annual income and capitalising the net income by a
suitable rate of return consistent with the type and quality of investment to arrive at the market value.
3. Ongoing Developments
We have adopted the Income Approach (Residual Methodl Discounted Cash Flow Method). Under the
Residual Methodl Discounted Cash Flow Method, consideration is given to the gross development
value of the project deducting there from the estimated costs of development induding construction
costs, professional fees, contribution to authorities, marketing, administrative and legal fees, financing
charge, contingencies and developer's profit. The resultant answer is then deferred over the period of
time required for the completion of the project to arrive at the market value.
The Gross Development Value (GDV) refers to the potential sales revenue achievable from the
proposed development units. A survey has been carried out on the transactions and selling prices of
similar units launched or transacted in the market in order to arrive at the fair and reasonable sale
prices of each components of the subject property. Adjustments are then made for differences in
location, size, tenure, density, specifications and other relevant characteristics, if any, to arrive at the
final proposed sales figure.
The Gross Development Cost (GDC) include preliminaries, contribution to Syarikat Bekalan Air
Selangor (SYABAS), Tenaga Nasional Berhad (TNB), Indah Water Konsortium (lWK) and building plan
fees, earthwork and site clearance, building construction costs, infrastructure work costs, finance
costs, contribution to relevant authorities, marketing, administrative & legal fees, administration &
project management, professional fees, contingencies, and developer's profil. In arriving at the GDC,
we have considered and adopted the industry average costs as derived from the analysis of contracts
awarded for the construction of similar type development components, client's information and the
current cost estimated by quantity surveyors as well as make reference to the JUBM & Arcadis
Construction Handbook Malaysia 2022.
Legal fees, Agency fees and Marketing is adopted at 1.5% for affordable housing development and 4%
of unsold units GDV for normal development components, administration (project management) is at
3% of balance of total construction cost, professional fees from 3.90% to 10.20% of total construction
cost and a contingency of 5% of total cost excluding developer's profit is adopted. The developer's
profit is adopted at 10% of GDV for land with affordable home component, 15% to 20% of GDV for
ongoing normal development components. The development period for the properties is between 2
years to 3 years. A discount rate of 8.0% is applied for properties in our valuation.
We have only adopted one (1) valuation approach in arriving at our valuation as the subject property
is an ongoing development .
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON SHD (19740 1001098)
The table below is a summary of Market Values for the properties valued;-
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13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SoN BHO 11974010010981
~~~~~--1
12. RM35,QOO,OOO/-
13. RM167,QOQ,QOOI-
Lot No. 1478 & Alleneted Land Known . . Plot A, IkIth within Muklm of
Kuala Lumpur, District of Kuala Lumpur, Federal Territory of Kuala
18.
Lumpur
RM27,OOO,OOO/·
A parcel of agricultural land with residential potential and an alienated
residential land
Yours faithfully
for and on behalf of
CBRE WTW Valuation & Advisory Sdn Bhd
(formerly known 8$ C H Willil1ms r , lhar" Wong Sdn Bhd)
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CBRE WTW VALUATION & ADVISORY SDN BHD n9740I OO I0981
CERTIFICATE OF VALUATION
1. Twenty-three (23) Units of condominium located wlthm Residensl Bennington. No.1, Jalan Arena 1,
Sctapak 53200 Kuala Lumpur
(Our Ref: WTW/Ol/V /002260A/21/CSN)
TERMS OF REFERENCE
WE HAVE INSPECTED ONLY SELECTED SIX (6) UNITS AND THE VALUATION FOR THE
REMAINING UNITS IS BASED ON "EXTERNAL VIEWING*AND ASSUMING THE CONOInONS AND
SPECIFICATIONS ARE SAME AS UNIT Nos.
IT IS TO BE NOTI!D THAT THE VALUAnON IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
PROPERTY IDENTlFtcATION
Location Residensi Bennington, No.1. Jalan Arena 1, Setapak, 53200 Kuala Lumpur
Parent Lot No. Lot 201666. Mukim of Setapak, District of Kuala lumpur, Federal Territory
of Kuala Lumpur
Encumbrances Nil
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13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
GENERAL DESCRIPTtoN
Residensi Bennington is a condominium development formed by Block A and Block B (29-storey each)
atop a nine (9)-storey podium and a basement floor. The facilities of subject development are mainly
located at ground floor, 8th floor and rooftop.
,
No. Un t No. Strata Tit e No.
P'j''''"N'<lec;'
Main Parcel (sq. metres)
4
2
3 ,..
'44
115
135
5 0-17-0; P.j.,,, Neged' 115
•
7 P.j.,,, Neg"; .
124
'20
0 '24
•
10 P.~,,, I
"5
115
"5
"
12 P.j.,,, Neg'c;' "5
'3 "5
14 115
,.
'5
P,j,'" N"",c; ,
"5
"5
'7
,.
"5
'8 124
'24
20 P,j, '" N'<l.d' '24
Z1 "5
22 "5
23 "5
METHOD OF VALUATION
We have only adopted one valuation approach ie. Comparison Approach in arriving at our valuation
since there are adequate and reliable transaction data within the same scheme.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IlAf"iMr
C8RE WlW VALUATION & ADVISORY SON BHO (1 97401001098)
VALUE CQNSIDERATION
C,o.mperiton Approacb
In arriving the market value of the subject property. we have considered the following condominium
market evidences:-
We have adopted Unit No. B~35-05 as the base unit From the above analysis. the adjusted values
ranging from RM467 per square foot to RM4BO per square foot. Having regard to the foregoing, we
have adopted Comparable 1 as the best comparable because it reflects the recent market transaction.
The base value adopted is RM48D per square foat. It is noted that Unit Nos. A-3D-07, A~36-0B and A-
37-07 are having one (1) extra tandem car park compared to other units which are generally having
two (2) single car parks. Adjustment has been made to reflect the value. Further adjustments are made
on the size and floor level to other units. Therefore. the values adopted ranging from RM463 per square
foot to RM494 per square foot.
The market value of the subject property is ranging from RMS90,OOO per unit to RMno,OOO per unit.
Hence, the total market value of the subject property derived from Comparison Approach is
RM14.300,OOO/~.
VALUATION
Taking into consideration the above factors. we therefore assess the total market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, mortgage, charge and free from all
encumbrances at RM14,300.000!- (Ringgit Melaysia: Fourteen Million And Three Hundred
Thousand Only).
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CBRE WTW VALUATION & ADVISORY SON BHD (197401Q01091l]
2. Fifty-Eight (58) Stratified Shopoffices, A Food Court and 135 Carpark Bays located within RcsidensJ
SkyAwani 2. No. lA, Jalan 2/12, Kampung Batu Muda. 51100 Kuala Lumpur
(Our Ref: WTW/01/V I002260B/21fCSN)
TERMS OF REFERENCE
WE HAVE INSPECTED SELECTED UNITS AND THE VALUATION FOR THE REMAINING UNITS JS
BASED ON "EXTERNAL VIEWING" AND ASSUMING THE CONDITIONS AND SPECIFICAnONS
ARE SAME AS UNIT NOS. 0-1S, 01-01, 01-16, 01-23, 01-30, 01-38, 02-02, 02-03 .nd 02-25.
IT IS TO BE NOTED THAT THE VALUAnOH IS BASED ON THE ABOVE BASIS WHtcH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
PROPERTY IDENTifiCATION
Property 2;
i) A food court; and
ii) 135 carpark bays
Location Residensi SkyAwani 2, No. 1A,Jalan 2112, Kampung Batu Muda, 51100 Kuala Lumpu r
Parent Lot No. Lot 81355. Mukim of Batu, District of Kuala Lumpur. Federal Territory of Kuala
Lumpur
Encumbrances Nil
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE 1ArlJWW
CBRE WTW VALUAnON & ADVISORY SON BHD 11 97401001096)
GENERAL DESCRIPTION
Subject Block
The details of fifty-eight (58) units of stratified shopoffice summa rised as follows:-
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13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CBRE WTW VALUATION & ADVISORY SDN SHO P974010010981
The food court which Is located on first floor, has a total of eleven (11) stalls bearing Unit Nos. 01-42 to
01-52 (inclusive) and the distribution of car parking bays within the subject building is as follows:
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13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I WlMt
CBRE WTW VALUATION & ADVISORY SON BHD (1974010010981
The 135 carpark bays are the accessory parcels of the food court under the strata title details as follow:-
Strata
Floor Accessory
Parcel Area
No. UnIt No. Strata Title No. Accessory Parcel No. Area (
square
( square
metres) metres)
01-42 to 0'- Pajakan Neger] Al to A71 (Inclusive), A74 to 414 1,675
52 53124/Ml/2/38 A81 (inclusive), A84 to A10a
(inclusive) (inclusive), Al02, A103, A10S,
A107, A110, Am, A113 to'A123
(inclUSive). A129, A133. Al37 to
Al44 (inclusive), A146 to A153
(inclusive), Alas. A1B8, Ala9,
A191. A192, A194
METHOD Of VALUATION
The market value of the subject property arrived at principally by the Comparison Approach. We have
also carried out a check valuation using the Income Approach (Investment Method).
VALUE CONSlpERATION
.. ComparilOn Approach
Based on our findings. there are no recent secondary recorded transactions of upper floor stratified
shopoffices within the subject scheme and the immediate locality. Therefore. we have adopted
transactions of ground floor shops located within the subject scheme and SkyAwani 1 which is situated
nearby the subject property.
Transact ions of ground floor shop within the subject scheme (Residensi SkyAwani 2) and Residensi
SkyAwani 1 are as follows:-
Strata Title No. No. Pemaju 81355 (-IGn'lJ No. Strata 52754(M1/1126) No. Strata 52754(Mll1/Z3)
Mukim Batu
Address G-12. Jalan 2/12 G-26. Jalan Sentul Pasar G-23. Jalen Sentul Pasar
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13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON RHO !1 97.0101001098)
Vendor eMS ENTERPRISE SON. BHO. CITRA AMAL SON BHD CITRA AMAL SON BHD
ES-FATH GRQUP(M) SON
Purchaser lEE MING HOot KONG CHIAN HONG
BHO
Consideretion RM1,170,OOOJ- RM914,421/- RM1,969.000/-
Analysis
(RM per square RM1,087 pst RM976 psf RM1,335 psi
foor)
Adjustments Adjustments made on time-, visibility/e)(posure, size, developer sale and quantum allowance
Adjusted Value
(RM per square RM598 psf RM48B psf RM634 psf
foor)
• .,
Note .· We he e made down 8 d adlustment on tile ran.actio ~ befo re fir t Movement Control orde.- MOO to reflect the r
condition Impacted by the COVlD-19 pandemic. " m rket
From the above analysis. the adjusted values ranging from RM488 psf to RM634 psf. Having regard to
the foregoing, we have adopted Comparable 1 as the best comparable as it is situated within the same
scheme. The value adopted is rounded to RM600 psf.
Further adjustments are made on the floor level, size. visibility/exposure and shape.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CBRE WTW VALUATION & ADVISORY SON BHD (197401001098)
There is dearth of recent car park transactions. Transactions of car parks within a larger locality are
as follows:·
District Petating
State Selangor
No. 1. Jelen SS7/26A, Ketana Jaya, Oamansara Intan. No. 1, Jelen 5520/27,
Address
47301 PetatinQ Java SelanQor 47400 PetalinCl Java Selanaor
Number of Carpark
865 bays 1,519 bays
Bays
Adjustments Adjustments have been made on time, location - general and quantum allowance
Analysis
RM28,555 per bay RM20,247 per bay
(RM oar ba v)
From the above analysis, the adjusted values ranging from RM20,247 per bay to RM28,555 per bay.
Having regard to the foregoing, we have adopted Comparable 2 as the best comparable due to its
similarities in terms of development type.
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ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1IIFiJWW
CBRE WTW VALUATION & ADVISORY SON BHD (1974010010981
We the
and asking rental of shopoffice units
within the scheme.
rent-
free period and risk of vacancy and
uncertainty.
on recent i
1-i~ii;;"~;;-;;at.;::--t-------4:sc>%-------1 the shopoffice within the vicInity. tile
I i net yield ranging from 3.55% to
Reversionary 4.aO%.
The tota l market value derived from Income Approach (Investment Method) for fifty-eight (58) stratified
shopoffices is RM13,250,OOOI-.
Void 30.00% We have adopted the void for rent-free period and risk of vacancy
and uncertainty.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l wmAr
C8RE WTW VALUATION & ADVISORY SON BHD 11974(1001098)
The total market value derived from Income Approach (Investment Method) for food court and 135
carpark bays is RM3,100,OOO/·.
Therefore. the total market value for fifty-eight (58) stratified shopoffices, food court and 135 carpark
bays is RM16,350,OOO/-.
RECONCILIATION OF VALUE
The total market value for the subject property derived from both Comparison Approach and Income
Approach (Investment Method) are shown as follows:-
Income Approach
(Investment Method) RM16,350,OOO/-
We have adopted the market value derived from Comparison Approach as a fair representation of the
market value of the subject property in view that there are similar transactions available.
VALUATION
Taking into consideration the above factors. we therefore assess the total market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer. lease, charge and free from all encumbrances at
RM16,800.000/~ (RInggit MalaYlla: Fifteen Million And Eight Hundred Thou ..nd Only).
441
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Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON SHD (1974010010981
TERMS OF REFERENCE
I. The subject property Is an ongoing affordable apartment development known as "SkyAwani 4";
II. It has obtained development order from Dewan Bandaraya Kuala Lumpur (OBKL) on 11 March
2019 for the proposed development of two blocks of affordable apartment comprising a total of
1.782 units;
III. The valuation is based on the building plans prepared by MOA Architects Sdn Bhd and approved
by DBKl bearing reference no. BP U2 OSC 2018 4174 dated 7 August 2019;
IV. The stage of completion of the building is based on the progress payment certificate no. 27
issued by K L Wong Architect Sdn Bhd as at 12 May 2022 and summary of completion works
(progress report No. 60) for a period of 10 May 2022 to 23 May 2022;
V. We have considered the sale status report dated 31 May 2022; and
VI. A marketable and registrable individual strata title for residential use will be issued.
IT IS TO BE NOTED THAT THE VALUATlON IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS INVALID/INCORRECT.
PROPERTY IDENTIFICATION
Lot No. Lot 201836, Mukim of Setapak, District of Kuala Lumpur, Federal
Territory of Kuala Lumpur
441
344
463
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON BHD (197 ~Olool09al
GENERAL DESCRIPTION
Sire
The site is near trapezoidal in shape and generally flat in terrain. It lies about the same leV'el of the
existing frontage metalled road, off Jalan Usahawan 6. The site boundaries are generally demarcated
with metal hoarding sheets and was currently undergoing construction works.
proposed Deyelopment
Based on the building plans prepared by MOA Architects Scln 8hd and approved by Dewan Bandaraya
Kuala Lumpur (DBKL) dated 7 August 2019, the subject property has been approved for a development
of two (2) blocks of affordable apartment (1,782 units) atop of an eight (8)-storey car park podium and
three (3)-storey mezzanine together with facilities.
Based on the sales status report dated 31 May 2022, we noted that 1,m units out of the total 1.782
units (approximately 99.72%) were sold.
Based on the Progress Report No. 60 for a period of 10 May 2022 to 23 May 2022, the stage of
construction was at 39.62%. We were given to understand by the client that the project is targeted to
be completed by second quarter of 2023.
The subject property is designated for residential use as per the Express Condition stated in the
document of title.
METHOD OF VALUATION
We have only adopted one valuation approach ie. Income Approcah (Residual Method/Discounted
Cash Flow Method) in arriving at our valuation as the subject property is an ongoing development.
VALUE CONSIDERATION
Incom.App[o.chJR'lidu.IMothodlDll~
Symmary of parameters
441
344
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Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1IIIlMt
CBRE WTW VALUATION & ADVISORY SON BHD (197401001098)
J'IQto.1;
The total GDV is tabulated as follows: •
Rebate /Bum. Amount S,lIed as
NO. of Unit Total Soiling Price Net Seiling Prlco UnbUied Amount Balance
Discount at 31 May 2022'
Based on the actual selling price as stated in the sale status provided by the
Sold Units Actual selling price
client.
HolIZ·
d he! II
Contract Sum/Revised
. •
Balance Amount
Item Contract Sum Certified Amount Remarks
to be Paid
I Amount Adopted
Based on the anticipated revised contract
Piling Works, sum end Certificate of Peyment provided
Pilecaps, Column by the ciient.
and Wall Stumps, RM20,031,169.76 RM19,158,937.62 RM872,232.14
and Lift Pit Th. awarded contract "m i, in
Walls- accordance wlth the industry average
cost.
Made reference to JUBM & Arcad is
Construction Handbook Malaysia 2022,
based on the anticipated revised contract
sum and Certificate of Payment provided
by the ciient.
Mein Building &
External Works-
RM257,659,94Z74 RM112.127,067.27 RM145,S32,875.47
The average =, i, analysed
approximately RM10S per square foot.
a'
The awarded contract "m i, in
accordance wlth the industry average
cost
0" surveys ,nd enquiries with
developers revealed that the rate of
return of about 10% to 20% of Gross
Development Value (GOy) is required for
8 developer to commit to e project
Developer's Profrt . development.
10.00% RM23,350,SOO.OO
& Risk
In view that the subject development is
affordable apartment, we have adopted
10 % developer's profit in our valuation
after taking into account the stage of
construction and the sales status.
441
344
465
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBREI WWi:Mr
CBRE WTW VALUATION & ADVISORY SON BHD (197401001(98)
"""'"
The total construction cost of about RM277.691,11250 (l.L piling works. main building Bnd infraStnK:lu!e works) i •• M 1Vsed ~t about RMl13
per squtlfe foot over gross IIotJr a,ea of 2.453,2n square feet Oncluslve of C<1. perk Gf'A). The breakdown of the construction cost for fiIIin
build ing works is un available 8S the awarded main buIlding work!! is inclusive of p",liminarieG,lnfrn tructUie works. prlm& cost a nd p rovisional
~~ .
We heve made referenc:e to IheJUSM & ArC3di. Const.uctron eost HlIfldbooJ< Malaysia 2022 as follows;-
• The building construction cost for elevated car pari< is ranging from RM85 to RM145 per square foot
• The building construction cost for 8ve.-agesuIIldard apartment, high ri5tl r.. longing from RM124 to RM248 per square foot.
We have allocated approximately RMSO.9 million CQI1struction cost (gross lloor ~ rM of 636,132 sq ft ~ RM80pd) forthe carp~rk podiym as it
11 ~n ~ffordable cOI'I'llO"ent.
The billao«ol COflstruction cost is &boIit RM226.Bmillion which is analysed at RMI25per square foot (indusJve of prelimina ries. piling work$.
infra .tructura wor ks, prime cost and pl'ovisiOflel &urn$) OV<! r gross floor "rea of 1,817.145 r;q. ft for the affordable apartment building,
We are ofth. opnion that the abOY. disclosed cost is in line with t he market r. t • .
NDle3 ;
We have adopted an estimated development period of two (2) years in our valuation. Taking into
consideration of the take-up rate of 99.72% as welt as the construction progress as at the date of
valuation, we are of the opinion that the estimated development period is considered realistic.
VALUATION
Taking into consideration the above factors, we therefore assess the market value of t he subject
property as at 31 May 2022 BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER
THE TERM OF REFERENCE HEREIN with permission to transfer, lease, charge and free from all
encumbrances at RM30,OOO,OOOI· <Ringgit Maley.la: Thirty Million Only).
441
344
466
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I WIriJWW
caRE WTW VALUATION & ADVISORY SON BHD 1197401001098)
TERMS OF REFERENCE
I. We have only inspected selected units and the valuation for the remaining units is based on
~externat view ing ~
and assuming the conditions and specifications are same as unit nos. A-38·03A.
A-38-06, A-38-10. A-3S-1', 8 -09-03 and 8-09-06; and
II. A marketable and registrable individual strata title with leasehold tenure for serviced apartment
use will be issued as per the proposed strata plan submitted to Pengarah Tanah Dan Galian
Wilayah Persekutuan Kuala Lumpur on 3 August 2021.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(lHCULDING THE MARKET VALUE) F ANY OF THE ABOVE BASIS IS INVAUD/INCORRECT.
~pERTY lDSUlEICATIOI't
Parent Lot No. Lot 201813 (formerly PT 50087), Mukim of Setapak, Distri ct of Kuala
Lumpur, Federal Territory of Kuala Lumpur
Registered Owner of
Parent Lot SKYMERIDIEN DEVELOPMENT SON BHD
Encumbrances of
Parent Lot Nil
441
344
467
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE llAIlMr
CBRE WTW VALUATION & ADVISORY SON BHO [1974(1001098)
GENERAL DESCRlpnON
SkyMeridien is two (2) blocks of 3D-storey and 31-storey serviced apartment identified as Block A and
Block 8, contructed on top of eight (B)-storey podium comprises seven G)-storey elevated car park
and 1 level of facilities located at level 8 together with 1 level basement car park.
Floor Area
No. Unit No. Building No. Storey No. Parcel No.
(Square Metres)
1 A-09-06 6 125
2 A-09-07 7 125
10
3 A-09-08 8 125
4 A-09-12 12 91
5 A-1501O 16 92 123
6 A·1B-03 19 126 54
7 A-23-03A 24 197 123
8 A-26-03A >1 239 123
9 A-31-03A 32 309 123
10 A-32-05 324 112
Ml-A 33
11 A-32-11 330 123
12 A-33-03 34 336 123
13 A-33A-03 349 123
14 A-33A-05 351 91
15 A-33A-06 35 352 91
16 A-33A-09 355 112
17 A-33A-l0 356 123
18 A-35-03 362 123
19 A-35-03A 36 363 112
20 A-35-07 366 91
21 A-36-03A 376 123
22 A-36-0S 37 371 112
23 A-36-06 378 91
24 A-37-03A 390 123
25 A-37 05 391 112
38
26 A-37-lO M1 -A 396 112
27 A-37·11 397 123
28 A-38-o3A 404 123
29 A-38-06 406 91
39
30 A-38-07 407 91
31 A-38-09 409 91
32 A-38-1O 410 112
M1-A 39
33 A-38-11 411 123
34 8-09-03 417 114
35 9-09-06 420 144
10
36 8-09-07 421 133
37 8-09-10 424 90
38 8-22-03A 23 571 123
39 9-27-Q3A Ml-B 28 631 123
40 B-30-0S 31 668 112
41 B-3l-03A 679 123
32
42 6-31-09 684 123
43 8 -32-07 694 91
33
44 8-32-09 696 123
45 6-33-03 Ml-6 34 702 123
441
344
468
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1IIITIWW
CBRE WTW VALUATION & ADVISORY SON BHD 11 97401001 0981
Floor Area
No. Unit No. Building No. Storey No. Parcel No.
(Square Metres)
46 8-33-03A 703 112
47 8-33-07 706 112
46 B-33A-03A 714 112
49 8-33A-OS 35 715 91
50 B-33A-06 716 91
51 8-35-03A 725 112
52 B-35-05 726 91
36
53 8-35-06 n7 91
54 8-35-07 728 112
55 8-36-03 735 54
56 8-36-05 737 112
57 B-36.()6 37 738 91
58 8-36-08 740 112
59 8-36-10 742 54
60 8-37-03 747 54
61 8-37-06 38 750 91
62 8-37-08 752 112
63 8-38-01 757 74
64 8-38-03 759 54
65 8-38-05 761 112
39
66 8-38-06 762 91
67 8-38-07 763 91
68 6-38-10 766 54
69 8-39-01 769 74
40
70 9-39-02 770 74
71 8-39-03 771 54
72 B-39-03A m 123
73 8-39-05 773 n2
74 8-39-Q6 M1-B 40 774 91
75 8-39-07 775 91
76 8-39-08 776 112
77 8-39-10 778 54
pLANNING PROVISION
The subject property is designated for commercia l use as per the Express Condition stated in the
document of title.
METHOD OF V ALUADON
We have only adopted one valuation approach ie. Comparison Approach in arriving at our valuation
since there are adequate and reliable transaction data within the same scheme.
441
344
469
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SDN BHD (1 97401001098)
VALUE CONSIDERATION
In arriving the market value of the subject property, we have considered the following serviced
apartment market evidences:·
Scheme
KL KL
Floor Area
Vendor
Adjustments
We have adopted Unit No. A·36-06 as the base unit. From the above analysis, the adjusted values
ranging from RM518 per square foot to RM570 per square foot. Having regard to the foregoing. we
have adopted Comparable 1 and Comparable 2 as the best comparables as it the latest represent
transaction in the market.
The base value adopted is RM520 per square foot. Further adjustments have been made on floor area.
floor level and no. of car park. Hence, the value adopted ranging from RM453 per square foot to RM549
per square foot
The market value of the subject property is ranging from RM290,QOO per unit to RM730.000 per unit.
Hence, the total market value derived from Comparison Approach is at RM44,730,OOO/-.
Taking into consideration the above factors, we therefore assess the total market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, charge and free from all encumbrances at
RM44,730,OOOI· (Ringgit Malaysia: Forty Four Million and Seven Hundred and Thirty Thousand
Onlv).
441
344
470
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE WII'iJW
CURE WTW VALUATIO N L AD VISO RY SON BHD (19740 10010981
The subject property is an ongoing condominium development known as ~Resldensi SkySierra (The
Valley)";
II. It has obtained development order approval letter from Dewan Bandaraya Kuala l umpur ( DBKl) on
15 October 2019 for the construction of t hree blocks of condominium comprising a total of 1,039
units;
III. T he valuat ion is based on the amended approved building plans prepared by Archimat rix Sdn Bhd
and approved by DBKl bearing reference no. BP U2 ase 2021 0001 dated 22 July 2021;
IV. The stage of completion of the building is based on t he progress payment certificate no. 26 Issued
by Archlmatrix Sdn a hd as at " May 2022 and summary of completion works (progress report No.
54) for a period 15 May 2022 to 28 May 2022 as provided to us by the client;
V. We have considered the sale st atus report dat ed 31 May 2022 as provided to us by the client; and
VI. A marketable and registrable individual strata title for residential use will be issued.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BAstS WHICH ARE ASSUMED
TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS (INCLUDING THE
MARKET VALUE) IF ANY OF THE ABOVE BASES IS INVALID/INCORRECT.
PROPERTY IDENTifICATION
Lot No. Lot 80068 ( Formerly known as PT 1283), Mukim Ulu Kelang, District
of Kuala Lumpur, Feeleral Territory of Kuala Lumpur
Land Area 18,869 square metres (Approximat ely 203,104 square feet I 4.663
acres)
Category of Land Use Building
441
344
471
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I W'llWW
CBRE WTW VALUATION & ADVISORY SDN BHD (19740IOO1CW8)
GENERAL DESCRIPDON
Sill!
The site is irregular in shape and generally flat in terrain. The site lies about the same level of the
existing frontage metalled road, Jatsn Taman Setiawangs8. The site boundaries were generally
demarcated with metal hoarding sheets and was currently undergoing construction works.
Pcpposed pevelopment
Based on the amended building plans prepared by Archimatrix Sdn Bhd and approved by Dewan
Bandaraya Kuala Lumpur (DBKL) dated 22 July 2021, the subject property has been approved for a
development of three (3) blocks of 1,309 units condominium atop of an eight (B)-storey car park
podium together with facilities.
Based on the sales status report dated 31 May 2022 as provided to us by the client, we noted that 1,108
units out of the total 1,309 units (approximately 85%) were sold.
Based on the Progress Report No. 54 for a period of 15 May 2022 to 28 May 2022, the stage of
construction was at 50.55%. We were given to understand by the client that the project is targeted to
be completed by second quarter of 2023.
PLANNING PROV!SIOtf
The subject property is designated for residential use as per the Express Condition stated in the
document of title.
METHOD Of YALUATlON
We have only adopted one valuation approach ie. Income Approcah (Residual Method/Discounted
Cash Flow Method) in arriving at our valuation as the subject property is an ongoing development.
VALUE CONSIDERATION
Summary of parameters
Gross Development Value (GDV) RM344,645,050.00/- (Note 1)
Gross Development Cost (GOe) RM248,S17,435.81/- (Note 2)
Developer'S Profit 15.0% of GO V
Development Period 2 years (Note 3)
Discount Rate 8.0% per annum
IWd:
The total GOV is tabulated as follows:-
Rebate I Bumi Amount BIlled as
No. of Unit Totol Seiling Price Net Selling Prico Unbillcd Amount 8alonco
Discount 3t 31 Moy 2022'
441
344
472
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SDN BHD (l97401 001 098J
IIm..2.J
Th G 0 I C I (GDC)
Contract Sum/Revised
bsed lhefll .
Batan~ Amount to
Item Contract Sum {Amount Certified Amount Remarks
be Paid
Adopted
Completed. Based tho anticipated revised
Piling and
'"
contract sum and Certificate of Payment provided
Sub-structure by the client
RM16,550,OOO.OO RM16.550,OOO.OO RMO.OO
Works-
Tneawarded contract sum is in accordance with the
industry averane cost.
Made reference to JUBM & Arcadis Construction
Handbook Malaysia 2022. based on the anticipated
revised contract sum and Certificate of Payment
Building
provided by the etient.
Construction
Cost & RM305,334,089.65 RM148,330,001.B2 RM157,004,087.83
The average cost is analysed to be RMl25
Infrastructure
Cost--
square foot over total gross floor area. ""
The awarded contract sum is in accordance with the
industr averaoe cost.
Our surveys and enquiries with developers revealed
that the rate of return of about 10% to 20% of Gross
Development Value (GOy) ;, required fo ,
developer to commit to a project development.
•
Developer's
Profit & Risk
15.0% . RM51.696,757.50
For the subject development, we have adopted
15.0% deveklper's profit in our valuation after taking
into account the stage of constr uction which is
relatively at advanced stage i.e. 50.55% coopted
The 10lal conslrucuon COSI 01 RM321.SS4,089.65/- (i.e. piling works, RIIIln b-ulldlng WD<ksl...:luSive of Intrll$lr\IClUle works) is IIna 1)'$00 at about RM132
per s quare loot O"o' er grM3 floor area 012.439.722.67 squ8I"a feel ClncluslYe of car p&rk GFAl The breakdown of Ihe eonstluction cost fOl m&ln building
work. Is u/\/Iv.liahle eo I'" . ..... rded m.itI building works Ie loct" ...... of pre~mlnlries, fnfrllltructure worb. prime cost end Pl"oYisiDnDl sums.
Wa kave made rllfe""''''' I<> lhe JUBM &; Areadis Construction Cost Handbook Ma~ia 2022 ... follows 0-
• Thoo building construclion ClOSI for elwl led car park Is ,.nging from RM85 to RM145 per square foot
• The building construction cosl 10/ IIYflrogG $Ier>dard apartment. high r\s.e Is ranging from RMI24 to RM24B per square foot.
We have a"oo:aled approximately RM63.9 millor! conSlruclion .,.",\ (gross floor '"ea 01 752.053.14 sq. ft, RM85po;O lor Ihe C¥l)IIIk podium. The
bl!laoc. 01 (XlMl.lI>Ction cost I" llbout RM2S1.9 ml~ion which;'; liO/Ialysed II RM7S3 per square foot (inclu ~ of preHmil\arIM. plllng wor1<s. fnfrastruc:tufll
WOfks. pOme cOIIIr>d pr...... ionIrl sumo) OVIII gross floor llrea of \687,009..5] sq. ft. fo< the condominium building.
w. ",. 01 the opinion that the IlbeNe dtsdooed cot! 10 In .... with the m;lrI<lI flit ..
tioldl
We have adopted an estimated development period of two (2) yeaTS in our valuation. Taking into considerat ion of the
take--up rate of 85% as welt as the construction progress as at the date of va luation, we are of the opinion that the
estimated development period is considered realistic.
Taking into consideration the above factors, we therefore assess the mark.et value of the subject property as at 31 May
2022 BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERM OF REFERI!NCI! HEREIN
with permission to transfer, leilse, charge and free from atl encumbrances at RM&S,ooo,OOO/- (Ringgit M.t.y":
Eighty Ftv. Mmlon Only).
441
344
473
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON RHD (197401001096)
TERMS OF REFERENCE
II. It has obtained amended development order from Dewan Bandaraya Kuala Lumpur (DBKL) on 6
July 2020 for the proposed development of one block of affordable apartment comprising a total
of 615 units;
III. The valuation is based on the amended building plans prepared by Archimatrix Sdn Bhd and
approved by DBKL bearing reference no. BP U1 OSC 2020 0963 dated 27 November 2020;
IV. The stage of completion of the building is based on the progress payment certificate no. 14 issued
by Archimatrix Sdn Bhd as at 11 May 2022 and summary of completion works (progress report No.
a
31) for a period of May 2022 to 21 May 2022 as provided to us by the client;
V. We have considered the sale status report dated 31 May 2022 as provided to us by the client; and
VI. A marketable and registrable individual strata title for residential use will be issued.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
ONCULDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
PROPERTY IDENTIFICATI01!I
Lot No. Lot 201438, Mukim of Setapak, District of Kuala Lumpur, Federal
Territory of Kuala Lumpur
441
344
474
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I'WTIW
CBRE WTW VALUATION & ADVISORY SON BHD (l97401001();16)
GENERAL DESCRIPTION
The site is irregular in shape. generally flat in terrain and lies about the same level with the existing
frontage metalled road, Jaten Dato Seou 3.
proPQsed DeyelQpment
Based on the amended building plans prepared by Archimatrix Sdn Bhd and approved by DBKl on 27
November 2020, the subject property has been approved for a development of one (1) block of twenty
eight (28)-storey affordable apartment (615 units) atop of an eight (S)-storey carpark podium together
with facilities.
Based on the sales status report dated 31 May 2022, we noted that 611 units out of the totel 615 units
(approximately 99.35%) were sold.
Based on the Progress Report No. 31 for II period of 8 May 2022 to 21 May 2022, the stage of
construction was at 16.50%. We were given to understand by the client that the project is targeted to
be completed by third quarter of 2024.
pLANNING PROVISION
The subject property is designated for residential use as per the Express Condition stated in the
document of title.
METHOD OEYALJJAIIOti
We have only adopted one valuation approach ie. Income Approcah (Residual Method/Discounted
Cash Flow Method) in arriving at our valuation as the subject property is an ongoing development.
YALUE CONSIDERATION
Sy mmary of Parameters
Gross Development Value (GOy) RM137,5SO,QOO.OO/- (Note 1)
Gross Development Value (GDC) RM1'O,663,722.80/- (Note 2)
Developer's profit 10% of GO V
Development period 2 years (Note 3)
Discount Rate B.O% per annum
Not. 1;
The total GOV is tabulated as follows: -
Amount Bmcd as at
No. ofUn,t Tot,,1 Selling Price Rebato Not Soiling Prlee Balanco
31 May 2022"
611 - Sold RMl83,300,OOO.QO RM13,COO.OO RM183,287,OOO.OO RM46,937,OOO.OO RM136,350,OOO.OO
4 - Unsold RM1~OO,OOO_OO RM1,200,OOO.OO - RM1~OO,OOO.OO
441
344
475
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
C8RE WTW VALUATION I. ADVISORY SON 8HD 11 97.401 00 10981
Sold Units Actual sellin ·ce Based on the actual selll ·ell asstllted Inthe sale status ovided b the client.
Unsold Units RM300,OOO/-
oor unit
I As ....
.....r OBKL letter dated 5 October 2017
~
The GDe are based on the followi ng main parameters: -
We hawe mlde re~reoce to the JUBM & A.e&di$ Con$truction C6st Handbook MalaYlia 2022 where the con.tru~tion «lst in Kuala Lumpur
a r8 8S loll~:-
The building construction cost for a lew&led ca r park I, .. nging from RM86 to RM146 per squa ... foot.
• TIw! building constfuction cost for average standard 8»&rtlTl$nt, high rise is ren gi~ frOln RM124 to RM2411 par squa re fOOl
We have allocated appro~lmately RM21.0 miWon construction COSt (grO$$ floor Ire a 01262.660.69 SCi ft x RM80psf) 10. the carpark podium
15 it I~ In affordable component The bala oce of corstruction COl t is .. bout RM84.4 million which is ..... Iysed at RM112 per square 1001
Oneluslva of pfelimlnar ies, p-i5nu worl<$, Inf!llStr\lCture worl<s. prllTl$ cO$!.nd provt$lOn& l $um~) over gross floor &fea of 754,182.31 sq. ft. for
the affordable apartlTl8!l t building.
We are of the opinion that the above disclosed cost is in ~ne with the lI!tIrl<at rate.
~
We have ado pted an esti mated development period of t wo (2) years in ou r valuation. Taking into consideration of t he take-
up rate of 99.35% as well as t he const ruction prog ress as at the dale of v alu at ion, we are of the opinion t hat the estimated
development pe riod is considered reenstic.
VALUATION
Taking into consideration t he above factors, we therefore as&sss t he market va lue of t he subject property as at 31 May 2022
SoUED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF REFERENCE H£REIN free f rom a ll
encumbrances at RMZ4,OOO,ooo/- (Ringgit Malaysia: TWenty" Four Millon Only).
441
344
476
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE lAI'iJWW
CBRE WTW VALUATION & ADVISORY SDN BHD (197401001098)
TERMS OF REFERENCE
II. It has obtained development order approval letter from Dewan Bandaraya Kuala Lumpur (DBKL)
on 10 Aug 2020 for the proposed development of one block of condominium comprising a total
of 333 units;
til. The valuation is based on the amended approved building plans prepared by Archimatrix Sdn
Bhd approved by DBKL bearing reference no. (32) dim. BP 51 asc 2020 1312 dated 28 December
2020;
IV. The stage of completion of the building is based on the progress payment certificate no. 8
issued by Axventure Sdn Bhd as at 10 May 2022 and summary of completion works (progress
report No. 19) for a period of 8 May 2022 to 21 May 2022 as provided to us by the client;
V. We have considered the sale status report dated 31 May 2022 as provided to us by the client;
and
VI. A marketable and registrable individual strata title for residential use witt be issued.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHtCH ARE
ASSUMEO TO BE VALID AND CORRECT. WE RESERVE THE RfGHT TO MAKE AMENDMENTS
ONCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS INVALID/INCORRECT.
PROPERTY IDENTIFICATION
lot No. PT 50017, Mukim of Kuala lumpur, District of Kuala lumpur, Federal
Territory of Kuala lumpur
441
344
477
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lMDW
CBRE WTW VALUATION & ADVISORY SON BHO (1 97«11001098)
Restriction of Interest Tanah ini tidak boteh dipindahmilik, dipajak atau digadai tanpa
kebenaran Jawatankuasa Karja Tanah Wilayah Persekutuan
Kuala Lumpur
GENERAL DESCRIPTION
The site is trapezoidal in shape and generally flat in terrain. It lies about the same level as the existing
frontage metalled road, Jalan 1/109F. The site boundaries are generally demarcated with metal
hoarding sheets and was currently Undergoing construction works.
proposed Deyelopment
Based on the amended building plans prepared by Archimatrix Sdn Bhd and approved by Dewan
Bandaraya Kuala Lumpur (DBKL) on 28 December 2020, the subject property has been approved for
a development of one (1) block of 333 units condominium atop of an eleven (11)-storey car park podium
together with facilities.
Based on the sales status report dated 31 May 2022. we noted that 306 units out of the total 333 units
(approximately 92%) were sold.
Based on the Progress Report No. 19 for a period of 8 May 2022 to 21 May 2022. the stage of
construction was at 6.24%. We were given to understand by the client that the project is targeted to
be completed by first quarter of 2025.
PLANNING PROVtslON
The subject property is designated for residential use as per the Express Condition stated In the
document of title.
MEIHOD OF VALUATION
We have only adopted one valuation approach ie. Income Approcah (Residual Method/Discounted
Cash Flow Method) in arriving at our valuation as the subject property is an ongoing development.
VALUE CONSIPERATION
Incomo Approach CR•• ldual Method! PiSC_Q unted C ..h FlAW MetbRdl
Summary of parameters
Gross Development Value (GOY) RM200,663,435.00/- (Note 1)
Gross Development Cost (GDC) RM176.849,014.47/- (Note 2)
Developer's Profit 17.5% of GO V
Development Period 3 years (Note 3)
Discount Rate 8.0% per annum
441
344
478
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1MiJ1IIr
CBRE WTW VALUATION & ADVISORY SON BHD [197-4010010981
ImIlW
The total GDV estimated at RM200.663,435.00/~ is tabulated as follows:-
Rebate J Suml Amount Billed as
No. 01 Unit Total Seiling Price Net ScUmg Price Unbillcd Amount Balance
Discount at 31 M.1';' 2022'
HataZ ;
Th GDC b ed he f II . .-
Contract Sum/Revised Certified Balance Amount
Item Contract Sum b P .d Remarks
/Amount Adopted Amount to e 81
Piling and Sub-
structure Works Based on the anticipated revised contract
(Inclusive sum end Certificete of Payment provided by
Earthworks and the client.
RM13.072,334.70 RMl2.069,592.49 RM1,002,74221
Site Clearance
and Basement The ewerded contract sum is in accordance
-
Sub-structure) with the industry average cost.
441
344
479
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE 1Afi::Mt
CBRE WTW VALUATION & ADVISORY SON BHD 1197401001(98)
""'"
The {ouo! c:onstruction eMt of RM1J3,525,272.&4/- (I.e. pi511Q wori< .. main Widing worQ Indus;'" of Infrutrud:Uf. works) il .nalyaed 81
,bout RM147 per squereloot 0Vfi IlroM HOO\' tree of 908.920.50 square feet (jnclusive 01 eel pert!: GFAl. The blukdown 01 the construction
~I for main bulldinij work. t. ulIIIY.U,bI, I. the , ...... ,dod """in building worb II irduslw of pre/llftlnllrift"lnfrKtructu •• WOf"- prime COlt
and plOYlsionalsunlS.
W.!\&va made reference to ttM JUBt.4 & Arc"'l, CO/1s!luctlon Cost Handbook t.4.t~ 2022 as ~
• The buiding con&uuetlon _t for ."vMed _ p¥k 1$ ranging from RM85 10 RM145 p"" IlqUlr. foot.
• The building conJtructiorl cost fOf IVellIg4I mndard 6P*rtm,nt, hiQh ,j"", is '''"!ling from RM124\o RM248 pertQUarl foot.
Wa have ,llocated ~o~itNt.ty RMa5 millen construction cost (groS$ Hoof erN of 300,893.00 sq. tt. 1I RMBSp5f) for the ~rk POdium.
The b!llsnce 01 eonstl\letlon 1D1t..txIu!: RM107.9 rriftion which is anaJysed al RMl77 per Iqulr. foot (Inclullve 01 preiminalies" piting WOfkl,
Infrastr..cu•• WOI'b, prime _ I and p!'cMsioNl.urM) oyer ilion floor Utle of 608,027.50 sq. It. 10. thl condomlnklm building.
W•• r. 01 tile opinion th.t 1M . . . . ditdoud coct II In Ii... with tho ..... ket r.t8.
Hate3;
We have adopted an estimated development period of three (3) years in our valuation. Taking into
consideration of the take-up rate of 92% as well as the construction progress as at the date of valuation,
we are of the opinion that the estimated development period is considered realistic.
The present value of the net cash flow for the subject development over three (3) years at the discount
rate of 8.0% per annum is to reflect the time value of money adequately.
VALUAIIQN
Taking into consideration the above factors, we therefore assess the market value of the subject
property as at 31 May 2022 BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER
THE TERM OF REFERENCE HEREIN with permission to transfer, lease, charge and free from all
encumbrances at RM20,OOO,OOOI- (Ringgit M.laysia: Twenty Million Only).
441
344
480
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I"W"lMr
CBRE WTW VALUATION & ADVISORY SON BHD (197401001098)
TERMS OF REFERENCE
II. It has obtained development order from Dewan Bandaraya Kuala lumpur CDBKl) on 26 August
2020 for the proposed development of two blocks of condominium comprising a total of 960
units;
III. The valuation is based on the amended approved building plans prepared by WDA Architects
Sdn. Bhd. bearing reference no. BP U2 OSC 20210291 dated 7 May 2021;
IV. The stage of completion of the building Is based on the progress payment certificate no. 2 Issued
by WDA Architects Sdn Bhd as at 11 May 2022 and summary of completlon works (progress
report No. 7) for a period of 19 May 2022 to 01 June 2022;
V. We have considered the sale status report dated 31 May 2022; and
VI. A marketable and registrable individual strata title for residential use will be issued.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHtcH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDINC THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS INVAUD/INCORRECT.
PROPERTy IDENTIFICATION
441
344
481
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1AP'i:Mr
CBRE WTW VALUATION & ADVISORY SON BHD (19741)10010981
GENERAl DESCRIPTION
Silo
The site is irregular in shape and generally flat in terrain. It lies about the same level of the existing
frontage metalled road, off Jelen 1/23C. The site boundaries are generally demarcated with metal
hoarding sheets and was currently undergoing construction works.
p roposed Deyelopment
Based on t he amended building plans prepared by WDA Architects Sdn Bhd and approved by Dewan
Bendaraya Kuala Lumpur (OBKl ) on 7 May 2021, the subject property has been approved for a
development of two (2) blocks of condominium (960 units) atop of an eight (B)-storey car park podium
and one (1) st orey car park at lower ground floor t ogether with facilities.
Based on the sales status report dated 31 May 2022 as provided to us by the client. we noted that 592
units out of the total 960 units (epproximately 62%) were sold.
Based on the Progress Report No. 7 fO( the period of 19 May 2022 to 01 June 2022. the stage of
construction was at 3.30%. We were given to understand by the client that the project is targeted to
be completed by second quarter of 2025.
pLANNING PROVISION
The subject property is designated for residential use as per the Express Condition stated in the
document of title.
METHOD OF VALUAnON
We have only adopted one valuation approach ie. Income Approcah (Residual Method/ Discounted
Cash Flow Method) in arriving at our valuation as the subject property is en ongoing development.
VALUE CONSIDERATION
Summary gf parameters
Gross Development Value (GOy) RM438,312,936.50/- (Note 1)
Gross Development Value (GOC) RM365.526.254.28/- (Note 2)
Developer's profit 20% of GDV
Development period 3 yeers ( Note 3)
Discount Rate 8.0% per annum
441
344
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Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
I'I<dtl:
The total
total GDV is tabulated as follows:-
Amount Billed
No. of Reb .. to I Buml
TO'tal Seiling Prlco Net Seiling Price asat 31 MilY Unblllcd Amount Balance
Unit Discount
2022"
368-
RM205,13l,OOO.OO RM19,795,673.50 RMl85,335,326.50 - . RMl85,335.326.50
Unsold·'
We have made reference to' the concluded selling prices O'O'ff the development units
Average O'f RM511 per
Unsold Units within the subject scheme, tthe he transacted prices of similar properties and the
square foot
developers' sellino prices of other upcoming projects.
t+ott2ii
t+ott2
The GDC are based on t he fo . .
llowin main arameters
followin
Contract Sum/Revlud
Certified Balance Amount
Item Contract Sum Remarks
Amount to be Paid
/Amount Adopted
Based on the anticipated revised contreet
sum and Certificate of Payment provided by
Piling and SUb-
the client
structure RM10,880.868.63 RM9,781,l83.99 RM1,099,684.64
Wotks- The awarded contract sum is in accordance
with the indust~ aver~Qe cost
Made reference to JUBM & Arcadis
Construction Handbook Malaysia 2022-
based on the anticip;lted revised contract
sum and Certificate of Payment provided by
Main Building & the client
External RM213.951.744.34 RM2,254,n4.S3 RM211,697,019.81
Works- The average ro" Is analysed
approximately RM115 per sQuare foot.
at
441
344
483
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON BHO (197.f01OO1CWS)
,...,
VALUE CONSIDERATION (Cpo1'd)
n.. tottol conilluetion eost of !!bout RM224,8a2,6'2.97 (l .. piling works. meln bulldl~ ...orb IrdJ.1wo of InlTlstrud.... worb) Is analysed ~
-,-
about RMt14 per sqUafe foot oyer gross floor _rei 011,971098 Iq. ft. (IncLusIVe 01 eel' pittk GfA). Tht btNli.ljown of the constnJetiorl COlt
for main building wont. II urwovlliIlIbie U the • ..,.rded mltin building workl.lnclutlvto of praWmlroer\u.lnfrntructure worb, prime cost and
We haY. IIIIId, IMenmee 10 the ...uSIA & Arcadls Construdlon Cost Handbook Melay.l. 2022 whefe the construction cost In Ku8la l..urnptJI
..... 101'-
• ThI bulldog coonst. uo;tlon «1St for elevated Qll park Is ringing from RM8S to RM145 per squ~. fool
• Thol building constructiGn cost for llvef&ge standard apartment. high riM It rangloil from RM124 to RM248 pel SQlJare foot.
W. have "'Ioea~ Ipproxi ...... tllly RM63.7 milion construction cost (gI'OSI floor arl. 01749.700 Iq ft II RMBSpsf) for the cerpario: podium. The
beIence of constlllCtion ~t '- about RMlII1.1 million wl'lieh Is ..... iV"d at RMI31 poll' tq ..." foot (inclusive of prellmlMriea, piling work&,
iI'1frH\IUeture III'Ofh. prime cost.Ind prDVilioJrMl-.) oyer gross fJoor IIrM d \233.398 IQ. ft. lor tM condomll'lium boWdlng.
w. Ir. oh he opinion lhat !he ebove disdoHd cost • in ~ne with Ihi mlrket III •.
Not_3;
We have adopted an estimated development period of three (3) years in our valuation Taking into
consideration of the take-up rate of 62% as well as the construction progress as at the date of valuation,
we are of the opinion that the estimated development period is considered realistic.
It is noted that the project was launched in the midst of the Covirl-19 pandemic period I.e. 6 April 2021.
Further, the launch was shortly before the Malaysian government's imposit ion of another full
movement control order t'FMCOi, which started 1st June 2021. Due to the FMCO, the marketing
process of this project was severely hampered, eventually affect ing its sales. Nonetheless, the sales
rate subsequently picked up, and as at the date of valuation I.e. 31 May 2022, has achieved 62% take-
up rate, proving strong market demand and acceptance of this project scheme. As at end September
2022, and aIded by the move to the endemic phase. we noted that the take-up rate of Edgewood
Residences has reached 75%.
We opine that the demand for t he subje<:t property is promising as the subject property is located near
to Kuala lumpur city centre (5·km radius), as opposed to outskirt developments where the demand
for such product is not as plenty. In addition, the proposed selling prices of the subject property is
expected to draw substantial Interest from prospective buyers of all income groups.
Despite the Covid·19 pandemic having affect ed the property sector, housing demand In desirable
locations. such as Satapak, remain resilient. The inclusion of amenities, and the continuous ongoing
infrastructure improvements make these locations perpetually attractive.
Premised on the foregoing and having considered all other relevant factors. we are of t he opinion that
the demand for the proposed development is strong and the assumptions adopted In the valuation are
realistic and reasonable.
Taking into consideration the above factors. we therefore assess the market value of the subject
property as at 31 May 2022 BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER
THE TERM OF REFERENCE HEREIN with permission to t ransfer, lease, charge and free from all
encumbrances at AMIO,OOO,OOO/- (Ringgit Malaysia: Sixty MiUlon Only).
441
344
484
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lIII'iJVW
CBRE WTW VALUATION & ADVISO RY SDN BHO 1197<1(1001096)
9. Lot No. PT 50038. Mukim of Kuala Lumpur, District of Kuala Lumpur. Feder.' Territory of Kuala
Lumpur
(Our Rof: WTW/01/V/002260Jj21/MZE)
lEBMS OF REFERENCE
I. The subject property has been granted wit h a development order by Dewan Bandaraya Kuala
lumpur on 8 February 2022 for a development of;-
II. Part of the development charges amounting to RM1,OOQ,OOOI- have been paid and t he remaining
balance is still outstanding.
III. No value is attributed to all site improvement including building I struct ures erected on site.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VAUD AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
location Along Persiaran Oesa Aman 1, Taman Oesa Aman. Cheras, 56100 Kuala
Lumpur
Lot No. Lot No. PT 50038, Mukim of Kuala Lumpur, District of Kuala Lumpur,
Federal Territory of Kuala Lump ur
Provisional Land 19.675.81 square metres (approximately 211,788 square feet /4.862 acres)
Area
Restriction in Tanah Inl tidak boleh dipindahmllik. dipajak atau digadai tanpa kebenaran
Interest Jawatankuasa Kerja Tanah Wilayah Persekutuan Kuala Lumpur.
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1III'iMI
CBRE WTW VALUATION & ADVISORY SDN BHO (197~Ol OO l098)
GENERAl DESCRIPTION
The site is almost regular in shape with its terrain generally slopping downwards to its south-western portion.
During our site inspection, the boundaries were not demarcated with any form of fencing and the site was
overgrown with shrubs, bushes and wild trees.
PLANNING PROVISION
The subject land is designated for residential use as per the Express Condition stated in the document of titte.
Vide a development order issued by Dewan Bandaraya Kuala Lumpur (DBKl) on 8 February 2022, Dewan
Bandaraya Kuala Lumpur (DBKL) have granted an approval to increase the density from 60 persons per acre to
600 persons per acre subject to the terms and conditions stipulated therein. The proposed development consists
of 510 units of condominium within Plot 1 and 219 units of affordable apartment within Plot 2
METHOD Of VALUATION
The subject property is valued using the Income Approach (Residual Method). We heve 8150 carried out a check
valuation using the Comparison Approach.
In arriving at the market value of the subject property, we have adopted the Income Approach (Residual Method).
Summary of ParlllIl.e1ers
Gross Development Value (GOY) RM401,163,OOO.OO/- (Note 1)
Gross Development Cost (GDC) RM346,727,934.32/- (Note 2)
Developer's Profit i) 20.0% of the GDV for condominium
ii) 10.00% of the GOV for affordable housing
Development Period 4 years
Discount Rate 8.0% per annum
IIoIlW
The Gross Development Value (GOY) is derived based on the following justifications:-
Floor Area Selling Price Justification
Component No, of Unit
(square feet) (RM per unit)
Based on our analySis of the transacted price of
RMSBO,OOO/- to condominium units in a larger locality, the adjusted
Condominium 510 ' ,000-' ,500
RM830,OOO/- value over floor area ranges from RM575 per square
foot to RM576 per square foot.
Based on the Guideline on Resldensl Wilayah issued
by Kementerian Wilayah Persekutuan, privately
Affordable
219 900 RM245,OOO/- owned land with 30"" affordable housing is priced
Apartment
at RM245,OOO/- per unit with a size of 900 square
feet.
Note: The subject scheme Is subject to 30'.11; Bumi quote and 5~ Buml discount for all the condominium units taking into collSlderation t ....
IJlIn&rel polley ~dopted by Dewan lI<I....u.raya Kuala Lumpur (OBKl.). We have .110C0\t~d SO" Bum] quota for effordabltl hou51ng and no buml
discount es per the GlJidellne on Residensi Wllayeh.
We are of the opinion that the GDV adopted is fair representation and in line with the market condition.
441
344
486
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I WII'!lWIr
CBRE WTW VALUATION & ADVISORY SDN BHD [1 97401001098)
"0'12-
The total GDC are based on the following main parameter!i:-
Based on the above parameters adopted in the Income Approach - (Residual Method), the market
value of the subject property is derived at RM40,009,n3.27 and rounded to RM40,OOO,OOO/-.
Tenure
Purchaser
441
344
487
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE 1III'OWW
C8RE WTW VALUATION & ADVISORY SON SHD 1197.01001098)
RM237psf RM289psf
Adjustments have been made on Location, Category of Land Use, Size, Tenure. Terrain,
Adjustments Density, Planning Approval/ Development Order, Public Transportation and Affordable
Com nent
Adjusted Value
RM237psf RMl88psf RM204psf
(RM er s foot)
Note 1: We noted that 50% of the proposed development is designated for affordable housing.
From the above analysis, the adjusted values range from RM188 per square foot to RM237 per square
foot. Having regard to the foregoing, we have adopted Comparable 2 as the best comparable as it is
similar in size and located nearby to the subject property. We have adopted a rounded figure of RM190
per square foot for the land in our valuation.
Hence, the market value for the subject property is derived at RM40,239,720, say RM40,OOO,OOO/-.
RECONCILIATION OF VALUE
The market value for the subject property derived from both Income Approach (Residual Method) and
Comparison Approach are shown as follows:-
Income Approach
(Residual Method) RM4Q,QOO,OOO/-
We have adopted the market value derived from Income Approach (Residual Method) as a fair
representation of the market value of the subject property in view that the subject property has been
granted with development order.
VALUATION
Taking into consideration the above factors. we therefore assess the market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease. charge and free from all encumbrances at
RM40.000.0001· (Ringgit Malaysia: Forty Million Only).
441
344
488
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I W'OtIIr
CBRE WTW VALUATION & ADVISO RY SON SHD [191401001(98)
10. Lot No. 201208, Mukim of Sctapak. District of Kuala Lumpur, Federal Territory of Kuala Lumpur
(Our Ref; WTW/01/V/002260K/21/SSP)
Lot No. Lot No. 201208, Mvkim of Setapak, District of Kuala lumpur, Federal
Territory of Kuala Lumpur
Express Condit ion Tanah ini hendaklah digunakan untuk bangunan kediaman bagi tujuan
kondominium sahaja.
Restriction in Interest Tanah ini tldak boleh dlplndahmilik, dipajak, dicagar atau digadai
melainkan dengan kebenaran Jawatankuasa Kerja Tanah Wilayah
Perseku tuan Kuala lumpur,
GENERAL DESCRIPTION
T he subiect property is irregular in shape, generally flat in t errain and lies at the same level as the
existing metalled road. Jalan Ayer Jerneh. The northern and north-eastern boundaries of the subject
property were generally demarcated wit h chain link fencing whilst part of the southern boundary was
generally demarcated wit h metal hoarding sheets. Meanwhile, t he remaining boundaries were not
demarcated with any form of fencing.
441
344
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
PLANNING PROVISION
The subject property is designated for residential use as per the Express Condition in the document
of title.
Vide a letter issued by DBKl bearing reference no. (41)dlm.DBKLJPRB. 5829/2008/S[OSC (B) U2
190530-016 (P2-A07-210B06)] dated 16 December 2021, the subject property has been granted with a
revised development order of a 45-storey condominium development (830 units) subject to the terms
and conditions stipulated therein.
METHOD O..o:ALUATION
The market value of the subject property Is arrived at principally by the Income Approach (Residual
Method). We have also carried out a check valuation using the Comparison Approach.
VALUE CONSIDERATION
In arriving at the market value of the subject property. we have adopted the Income Approach
(Residual Method).
Summary of parameters
Gross Development Value (GDY) RM543,424,SOO.OO/· (Note 1)
Gross Development Value (GDC) RM469,959.108.70/· (Note 2)
Developer's profit 20% of GDV
Development period 3.5 years (Note 3)
Discount Rata 8.0% per annum
l!<!Io..I:
The GDV is derived based on the foHowing justifications:-
We are of the opinion that the GDV adopted is fair represent at ion and in line with the market condition.
HottZ-
The GDe are based on the following main parameters:-
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1AI'ITWW
CBRE WTW VALUATION & ADVISORY SON BHD [1974(1001098)
In arriving at the market value of the subject property. we have considered the following residential
land market evidences:-
Loca lity
Land Area
Tenure
Vendor
r
BHD (PREVIOUSLY SKYAWANI5
MAXIM HEIGHTS SON
Purchaser KNOWN AS T ADMAX DEVELOPMENT
BHD
BUILDERS (LABUAN) SON BHD
Adjustments
Value
square RM250psf RM2npsf RM321psf
441
344
491
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I "W'UWW
CBRE WTW VALUATION .. ADVISORY SDN BHD 11'11«11001(98)
From the above analysis, the adjusted values range from RM250 per square foot to RM321 per square
foot. Having regard to the foregoing, we have adopted Comparable 2 as the best comparable due to
its similarity in terms of size and density with the subject property at a rounded value of RM280 per
square foot.
Hence, the market value for the subject property is derived at RM54,123,44Q.QO say, RM54,OOO,OOO/-
RECONCILlA.:[lON OF VALUE
Income Approach
(Residual Method) RM56,OOO,OOO/-
We have adopted the market value derived from Income Approach (Residual Method) as a fair
representation of the market value of the subject property in view that the subject property has been
granted with development order and partial amount of the statutory contribution has been paid.
yALUADON
Taking into consideration the above factors, we therefore assess the market value of the subiect
property with permission to transfer, lease, mortgage, charge and free from all encumbrances at
RM56.000,OOO/- (Rlnggft M.I.ysla: Fifty Six Million Only).
441
344
492
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IlAf'[Mf
CBRE WTW VA LUATION & ADVISORY SON BHD (I'nCO!OOl0981
11. Lot No. 201210, Mukim of SctapBk. District of Kuala Lumpur, Federal Territory of Kuala Lumpur
(Our Ref: WTW/01/V /OO2260L/21/SSP)
TERMS OF REFERENCE
I. The land area of the subject property is 23,870 square metres (approximately 256,934 square
feet /5.898 acres);
II. No value is attributed to all site improvement including the buildings I structures erected on
site; and
IT IS TO 8E NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VAUD AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCULDINC TIE MARKET VALUE) IF ANY OF TtE ABOVE BASIS IS INVALID/INCORRECT.
eRQPERTY IDENTlFICADoJj
lot No. lot 201210, Mukim of Setapak, District of Kuala Lumpur, Federal
Territory of Kuala Lumpur
Restriction in Interest Tanah ini tida k boleh dipindahmilik, dlpajak, dicagar atau digadai
melainkan dengan kebenaran Jawatankuasa Kerja Tanah Wilayah
Persekutuan Kuala lumpur
441
344
493
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lIIriMr
CBRE WTW VALUATION & ADVISORY SON BHO (197401001098)
GE,HERAL DE$CRlpYIOH
The subject property is near regular in shape, generally flat in terrain and ties at the same level as the
existing frontage metalled road, Jatan Ayer Jerneh. During our site inspection, we noted that the
boundaries were generally demarcated with chain link fencing.
We also noted that the north portion of the subject site was erected with a l~-storey and l-storey
temporary building utilised as sales gallery and quality centre, respectively. However, in view that the
buildings are for temporary usage and it does not reflect the highest and best use of the subject
property, therefore, we have excluded the buildings/structures from our valuation.
pLANNING P ROYISION
The subject property is designated for commercial use as per the Express Condition stated in the
document of title.
Vide a development order issued by Dewan Bandaraya Kuala Lumpur (DBKL) on 19 September 2011,
the parent lot of the subject property I.e. lot 17899 has obtained a conditional approval for a mixed
development.
Subsequently, vide a revised development order issued by DBKL on 22 April 2013 along with an
Approved Layout Plan, the parent lot of the subject property, lot No. 17899, Jalan Ayer Jerneh, Mukim
of Setapak, District of Kuala Lumpur, Federal Territory of Kuala Lumpur will be subdivided into 5
parcels of lands.
Based on the above-mentioned revised development order, it is noted that the permissible gross floor
area for the proposed commercial development under subject property is 1,401,442.12 square feet. It is
analysed to be a plot ratio of 15.45 based on the current land area.
As the date of valuation, the master development order dated 19 September 2011 has lapsed. However,
based on the amended master layout plan that has been approved on 22 April 2013, the approval is still
valid since Parcel 1 and Parcel 2 have been completed as condominium developments. As for
development component of the subject property i.e Parcel 5, it has only been approved for commercial
development component with gross floor area not more than 1,401,442.12 sq. ft.
METHOD Of VALUADON
The market value of subject property is arrived at principally by the Income Approach (Residual
Method). We have also carried out e check valuation using the Comparison Approach.
441
344
494
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IlII'fMr
CBRE WTW VALUATION & ADVISORY SON BHD 1197<101 001098J
VA.LUE CONSIPERATION
II-.tJ
In arriving at the market value of the subject property, we have adopted the Income Approach (Residual Method),
Summary of parameters
Gross Development Value (GOY) RM651,469,l50.00/- (Note 1)
Gross Development Cost (GDC) RM519,245,28S.70/- (Note 2)
Developer's Profit 2O%ofGQV
Development Period 5 years (Note 3)
Discount Rate 6.0% per annum
The Gross Development Value (GDY) is derived besed on the follOwing justiflCations:-
We are of the opinion that the GOV adopted is fair representation and in line with the market condition.
HlIItl;
Thtt total GDC are based on the following main parameters:-
I!J>tt..3.<
This Is the time frame required for construction and completion as weU as the marketing of the units of
development. The development period is essential market derived and is also based on analysis of similar
developments.
Based on the above parameters adopted in the Income Approach - (Residual t.4ethod). the market value of the
subject property is derived at RM89,991,562.04 and rounded to RM90,OOO,OOO/-.
441
344
495
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IN'iMr
CBRE WTW VALUATION & ADVISORY SON BHD (197.401001098)
In arriving at the market value of the subject property, we have considered the following commercial
land I vacant development land with commercial potential market evidences:·
RM350psf RM308psf
iii of
Adjustments land area, tenure, plot ratio, I building on site relevant
Adjusted Value
(RM per sq. RM303psf RM350psf RM323psf
From the above analysis, the adjusted values range trom RM303 per square foot to RM350 per square
foot Having regard to the foregoing, we have adopted Comparable 2 as the best comparable due to
its similarity In terms of category of land u~, shape and located within the same localitv with the
subject property.
Hence, the market value for the subject property is derived at RM89,926,9OQ.OO, say
RM90.000.000/-.
441
344
496
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CUE WTW VALUATION & ADVISORY SON SHD (197<101001098)
The immediate surroundings of the subject property are mainly affordable housing and old village
houses. We are of t he view that the proposed developments Le, high rise apartments, shops, low dense
apartment/villa, all of which are reasonably priced, and completely a different offering from the
surrounding affordable and old village houses. will be able to attract young families of different iocome
groups.
We opine that the demand for the subject property is promising as the subject property is located near
to Kuala Lumpur city centre (5·km radius), as opposed to outskirt developments where t he demand
for such product is not as plenty. In addition, t he proposed selling prices of the subject property is
expected to draw substantial interest from prospective buyers of all income groups.
Despite the Covid-19 pandemic having affected t he property sector, housing demand in desirable
locat ions, such as Setapak, remain resilient. The inclusion of amenities, and t he continuous ongoing
infrast ructure improvements make these locations perpetually attract ive.
Premised on the foregoing end having considered all other relevant factors, the we are of the opinion
t hat the demand for t he proposed development is strong and t he assumptions adopted in the valuation
are realistic and reasonable.
RECONCILIATION OF VALUE
The market value of the subject property derived from bot h Income Approach (Residual Method) and
Comparison Approach are shown as follows:-
Income Approach
(Residual Method) RM90,OOO,OOO/-
We have adopted the market value derived from Income Approach (Residual Method) as a fair
representation of t he market value of t he subject property in view that the subject property has been
granted with master development order and partial amount of t he statutory contribution has been
paid.
V ALVAnoN
Taking into consideration the above factors, we therefore assess the market val ue of t he subject
property BASED ON THE BASIS AND PROVISO AS STATI!D IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, mortgage, charge and free from all
encumbrances at RM90.000,OOO/· (RInggit Malaysia: Ninety Million Only).
441
344
497
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IW'lMr
CBRE WTW VALUATION & ADVISORY SON BHD (1 97401001098)
12 Lot No 201619, Mukim of Setopok, Distnct of Kuala lumpur, Federal Terlllory of Kuala Lumpur
(Our Ref: WTW/Ol/V/002260M/21/SSP)
TERMS OF REFERENCE
The subject property is a parcel of vacant commercial land measuring 10.187.00 square metres
(approximately 109,652 square feet /2.517 acres);
II. It forms part of the approved master development order from Dewan Bandaraya Kuala Lumpur
(DBKl) on 2 November 2017 for the development of shop and apartment with a permissible plot
ratio of 1:5.0;
III. Vide a letter issued by DBKL dated 29 April 2022, it has been approved together with
neighbouring lot ( Lot PT 50176) for the proposed temporary commercial developments;
IV. In view that the approved development stated in the lener dated 29 April 2022 is for temporary
usage, hence, we have disregarded the approved temporary development and taken into
consideration the approved master development with a plot ratio of 1:5.0.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS INVALID/INCORRECT.
~OpERry IDENTIFICAllQtj
Lot No. Lot No. 201619, Mukim of Setapak. District of Kuala Lumpur. Federal Territory
of Kuala Lumpur
441
344
498
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I W'UW
C BRE WlW VA LUATION & ADVISORY SON BHD (1974010010981
Express Condition Tanah in; hendaklah digunakan untuk bangunan perdagangan bag! tujuan
pangsapuri servis dan kedai sahaja.
Restriction in Interest Tanah inj tidak boleh dipindahmitik, dipaje k 8t8U digadai tanpa kebenaran
Jawatankuasa Kerja Tanah Wilayah Persekutuan Kua la lumpur.
Encumbrances Nil
The subject property is trapezoidal in shape, generally flat in terrain and lies at the same level as the
existing metalled frontage road, Jelen Usahawan 6. The boundaries of the subject property were
generally demarcated with metal hoarding sheets and the site had been cleared and ready for
development
p LANNING PROVIS'ON
The subject property is designated for commercial use as par the Express Condition stated in the
document of title.
Vide a letter issued by Dewan Bandaraya Kuala Lumpur (DBKl) dated 2 November 2017, the subject
property has been approved for a mixed development that comprises shops and apartments with an
approved plot ratio of 1:5.0.
However, vide a letter issued together with proposed building plan dated 19 April 2021 and 29 April
2022, the subject property has been granted with conditional approval to construct a temporary
building that consists of two (2) - storey commercial space and carpark area on the subject property
and neighbouring Jot i.e PT 10257 (currently known as PT 50176), Jalan 1/23C, Mukim Setapak. Kuala
Lumpu r.
Based on the above-mentioned proposed development plan, it is noted that part of the subject land
will be developed as temporary car park area.
In view tlul1 the a pproved development at ated In the letter dated 29 April 2022 Is for temporary
uuge, hence. we hllve dle.-.garded tho approved t e mporary devolopment and tak... Into
consideration the a pproved mast. r deveh)pment with a plot rat io of 1:5.0.
As the date of valuation, the master development order dated 2 November 2017 is still valid given that
the development (i.e site clearance) has begun before its expiry and the development on Phase I and
Phase II known as SkyAwani 3 and SkyAwani 4, respectively have also begun.
The market value of subject property is arrived at principally by the Income Approach (Residual
Method). We have also carried out a check valuation using the Comparison Approach.
441
344
499
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
ceRE lIII'iJlIW
CBRE WTW VALUAflON & ADVISORY SON BHD P97401001098!
In arriving at the market value of the subject property, we have adopted the Income Approach
(Residual Method),
Summary of parameters
Gross Development Value (GDV) RM2n,641.950.00,- (Note 1)
Gross Development Value (GDC) RM225,716,745.86/- (Note 2)
Developer's profit 20% ofGDV
Development period 5 years (Note 3)
Discount Rate 8.0% per annum
We are of the opinion that the GDV adopted is f air representation and in line with the market condition
RM160psf
Based on t he JUBM & Arcadis Construction Cost Handbook
Building
RM140psf Malaysia 2022 as well as our investigation. The cost adopted is in
Constrcution Cost
I-l:;;:;;;"-I.;;;;;;::;-i
I RM85psf
Une with the Industry standard.
Developer's Profit
20.0% of the GDV
& Risk
441
344
500
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
C8RE WTW VALUATION & ADVISORY SON RHO [19740loo1(98)
This is the time frame required for construction and completion 8S well as the marketing of the units
of development. The development period is essential market derived and is also based on analysis of
similar developments.
Based on the above parameters adopted in the Income Approach (Residual Method), the market value
of the subject property is derived at RM35,340,293.94/- and rounded to RM35,OOO.OOO/-.
n. ¢Gmped.on Approach
In arriving at the market val ue of the subject property. we have considered the following commercial
I I I
Lot No. Lot 80646 Lot Nos. 26911, 26912 & 26913 Lot 30259 & Lot 201562
SUNSURIA GENU N
NATION HOLDINGS SON
Vendor SAJUTA JAYA SON. BHO. DEVELOPMENT SON
SHe
441
344
501
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CSRE I ~
CBRE wrw VALUATION & ADVISORY SON BHO (197401001098)
Our Rei: VfTW/01NIOO2260/21/lKC
Page 56
From the above .:lnalysis, the adjusted values range from RM270 per square foot to RM323 per square
foot.
Having regard to the foregoing, we have adopted Comparable 2 as the best comparable due to its
similaritv in terms of category of land use, terrain, shape and located within the same locality with the
subject property. We have adopted a rounded figure of land value at RM320 per square foot in our
valuation.
Hence, the market value for the subject property is derived at RM35,Q88,640, say RM35,OOO,OOO/-.
The immediate surroundings of the subject property are mainly affordable housing and old village
houses. We are of the view that the proposed developments i.e, high rise apartments, shops, low dense
apartment/villa, all of which are reasonably priced, and completely a different offering from the
surrounding affordable and old village houses, will be able to attract young families of different income
groups.
We opine that the demand for the subject property is promising as the subject property is located near
to Kuala Lumpur city centre (5·km radius), as opposed to outskirt developments where the demand
for such product is not as plenty. In addition, the proposed selling prices of the subject property is
expected to draw substantial interest from prospective buyers of all income groups,
Despite the Covid-19 pandemic having affected the property sector, housing demand in desirable
locations, such as Setapak, remain resilient The inclusion of amenities, and the continuous ongoing
infrastructure improvements make these locations perpetually attractive.
Premised on the foregOing and having considered all other relevant factors, the we are of the opinion
that the demand for the proposed development is strong and the assumptions adopted in the valuation
are realistic and reasonable.
RECONCILIATION OF YALUE
The market value of the subject property derived from both Income Approach (Residual Method) and
Comparison Approach are shown as follows:-
Income Approach
(Residual Method) RM35,OOO,OOO/-
We have adopted the market value derived from Income Approach (Residual Method) as a fair
representation of the market value of the subject property in view that the subject property has been
approved under master development order.
YALUATION
Taking into consideration the above factors, we therefore assess the market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDI!R THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, charge and free from all encumbrances at
RM35,OOO,OOO/- (Ringgit Mal.ysla: Thirty Five Million Only).
441
344
502
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lAI'LMr
CBRE WTW VALUATION & ADVISORY SON BHD (197-401001098)
13 lot Nos PT 50177 And PT SOl 79 - PT 50182 (Inclusive). Muklm of Selopak, District of Kualo
lumpur, Federol Territory 01 Kuala lumpur
(Our Ref WTW/Ol/V/002260N/21/SSP)
TERMS OF REFERENCE
I. The subject property comprises five (5) parcels of vacant residentielland having a total land
area of 50,314.90 square metres (approximately 541,585 square feet /12433 acres);
II. It forms part of t he approved master development order from Dewan 8andaraya Kvale Lumpur
(DBKL) on 12 December 2019 with an overall permissible density of 589 persons per acre. The
approved density and components of each lot is tabulated as below
III. No value is attributed to all site improvement Including the buildings/ structures on site; and
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASts WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(lNCULDINC THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCOIlRECT.
441
344
503
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I WlJ'W
C8RE WTW VALUATION L ADVISORY SDN BHO 1197401(01098)
Ow Ref: WTW/OW/OOZl6O/21/LKC
Pege58
~RTY IDEt[[FICADON
Location Within SkySanctuary, Off Jalen 1/23C, Setapak, 53300 Kuala Lumpur
Title Nos./ Lot Nos./ land Title No. Lot No. Land Area (sq. metres)
Area Hakmilik HSO (Hakmilik
Sementara Daftar) PT50ln 533.30 sq. metres
122337
Hakmilik HSD (Hakm1lJk
Sementare Daftar) PT 50179 13,654,10 SQ. metres
122339
Hakmillk HSD (Hakmilik
Samentara Daftar) PT 50180 11,314.00 sq. metres
122340
Hakmilik HSD (Hekmilik
Sementara Daftar) PT 5018'1 11,059.90 sq. metres
122341
Hakmitlk HSD (Hakmilik
$amentars Daftar) PT 50182 13,753.60 sq. metres
'22342
60,314.90 Iq. met ....
T_I (apptoxim.t.ly 641,181
squ.r. fMt: /12.433 .cr.'"
Express Condition =m
Tanah Inl hendaklah dlgunakan untuk tapak banglo sahaja.
pI 5018]
Tanah ini hendaklah digunakan untuk bangunan kediaman bagl tujuan
pangsapuri/villa sahaja.
Restriction In Interest Tanah Inl t idak boIeh dipindahmilik, dlpajak atau digadal tanpa kebenaran
Jawatanlruasa Kerja Tanah Wilayah Persekutuan Kuala Lumpur.
441
344
504
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I'VWiJWW
CBRE WTW VALUATION & ADVISORY SDN BHD 11 97-4010010981
CENERAL DESCRlpnoN
For the purpose of this valuation the subject property is valued as vacant land. No value is attributed
to the existing bUildings/structures erected on the subject land.
pLANNING PROVlSto.N
Vide a revised master development order issued by Dewan Bandaraya Kuala Lumpur (DBKL) dated 12
December 2019, the subject property has been approved to revise the development subject to the
terms and conditions stipulated therein, The approved revised components for each plot as per the
layout plan are tabulated as below;
per acre
As the date of valuation, the master development order dated 7 May 2018 has lapsed. However, an
amended master development order has been approved on 12 December 2019. The amended master
development order Is still valid given that the development (Le site clearance) has begun before Its
expiry and the development on Plot 3 (currently known as Edgewood) has begun.
441
344
505
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I W'lMf
CBRE wrw VALUATION & ADVISORY SON BHD (197401001098)
METHOD OF VALUATION
I.~
We have adopted the Comparison Approach as the only method of valuation for lot 50177 as there are
adequate sales cornparables located in the same locality for us to rely upon.
VALUE CONSIDERADOli
L Comparison ApprDlch
LaINo PT&om
In arriving at the market value of the subject property. we have considered the following vacant
bungalow I bungalow plot market evidences:-
Title No. Pajakan Negeri 42425 Pajakan Neger' 30984 Pajakan Negeri 33163
Mukim Setapak
441
344
506
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IWII'iJWW
CBRE WTW VALUATION & ADVISORY SDN BHD (197-401001096)
From the above analysis, the adjusted values range from RMl45 per square foot to RM202 per square
foot.
Having regard to the foregoing, we have adopted Comparable 2 as the best comparable because it is
one of the latest transactions located nearest to the subject property. We have adopted the rounded
value of RMlaO per square foot in our valuation.
Hence, the market value for lot No. PT 50177 is derived at RM1,Q33,200, say RM1,OOO,OOO/-.
Mukim Setapak
441
344
507
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON BHD (\ 97401 001098)
From the above analysis, the adjusted values range from RM318 per square foot to RM374 per square
foot.
Having regard to the foregoing. we have adopted Comparable 2 as the best comparable due to its
similarity in terms of having planning approval I development order and without affordable component
as compared to the subject property.
We have adopted Lot No. PT 50180 as a base lot and derived at RM329.00 per square foot rou nded t o
RM330.00 per square foot. Further adjustments have been made to PT 50179, PT 50181 and PT 50182
in terms of density and type of development.
Thus. the adj usted value for Lot No. PT 50179 and PT 50182 is at RM330 per square foot whereas PT
50181 is at RM280 per square foot.
The total market value of Lot Nos. PT 50179 - PT 50182 (inclusive) derived from Comparison Approach
is at RM171,OOO,OOO/-.
441
344
508
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
In arriving at the market value of the subject property, we have adopted the Income Approach
(Residual Method)
~IS~ma
E:I501aO:
Apartment
I m RM433,140,OOO.OO RM6,497,100.00
I RM426,642.900.00
E:I5Ol8]
Low Dens&
178 RMl63.920,OOO.OO RM2,458,800.QO RM161,461,ZDO.OO
Aoartment/VillB
E:I SOlS2
Apartment 866 RM607,220,OOO.OO RM9,108.300.00 RM598,111,700.00
Proposed
lot No. Components No. of Unit Selling Price Justification
per Unit
Lot No. PT RM430,OOO/- to Based on our analysis of the transacted
Apartment 830
50179 RM730000/- price of condominium units within the
Lot No. PT RM480,OOO/- to vicinity, the IIdjusted value over floor
50180
Apartment m RM740000/- area ranges from RM511psf to
Low dense RMS43psf.
lot No. PT RM690.000/- to
Apartment / 178
50181 RM2,120,OOO/-
Villa W. have adopted apartment unit
having floor area of 1,350 square feet
within the development of lot PT
50179 as a base lot which is derived at
RM520 per square foot
Lot No. PT RM660,OOO/· to
Apartment Further adjustments med. fo,
50182
866
RM740,OOO/- '"
apartment/villa components i.e. size,
type and density. Thus. the adjusted
selling prices are ranging from RM490
per square foot to RM690 per square
foot
We are of the opinion that the GDV adopted is fair representation and in line with the market condition
441
344
509
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON BHO (1974010010981
The proposed development for Lot No. PT 50179 will consist of 830 units of apartment to be developed
within a development period of four (4) years in our valuation taking into consideration the required
approvals, construction period of the development and time required for marketing the product.
The total GOC estimated at RM384.1S4,681.45/- are based on the following main parameters:-
The present value of the net cash flow for the subject development over four (4) years at the discount
rate of 8.0% per annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach - Residual Method. the market value
of Lot No. PT 50179 is derived at RM44.B68,529.63 and rounded to RM45,OOO,QOO/-.
441
344
510
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IlN'u.r
C8RE WTW VALUATION & ADVISORY SON BHD 1197401001(198)
The proposed development for Lot No. PT 50180 will consist of munits of apartment to be developed
within 8 development period of five (5) years in our valuation taking into consideration the required
approvals. construction period of the development and time required for marketing the product.
The total GDC estimated at RM367,766.319.03J- are based on the following main parameters:-
The present value of the net cash ffow for the subject development over five (5) years at the discount
rate of 8.0% per annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach - Residual Method. the market value
of Lot No. PT 50180 is derived at RM40,071.403.73 and rounded to RM40.000,OOOI-.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY· SON SHO (19].(010010981
The proposed development for Lot No. PT 50181 will consist of178 units of Low Dense ApartmentNilla
to be developed within a development period of three-and-a-half (3.5) years in our valuation taking
Into consideration the required approvals, construction period of tile development and time required
for marketing the product.
The total GOC estimated at RM117.n5,121.64/· are based on the following main parameters:-
The present value of the net cash flow for the subject development over three-and-a-half (3.5) years
at the discount rate of 8.0% per annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach - Residual Method, the market value
of Lot No. PT 50181 is derived at RM33,371,336.92 and rounded to RM33.000,OQO/-.
441
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1MiJW
C8RE WTW VALUATION & ADVISORY SON BHD !l 97 Ml l 001(WS)
The proposed development for Lot No. PT 50182 will consist of 866 units of apartment to be developed
within a development period of four (4) years in our valuation taking into consideration the required
approvals. construction period of the development and time required for marketing the product.
The total GDe estimated at RM632,168.244.79/- are based on the following main parameters:-
The present value of the net cash flow for the subject development over four (4) years at the discount
rate of 8,0% per annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach· Residual Method, the market value
of Lot No. PT 50182 is derived at RM48,4 75,789.58 and rounded to RM48,OOO,OOO/·.
Based on the above parameters adopted in the Income Approach (Residual Method), the market value
of Lot Nos. PT 50179 - PT 50182 (inclusive) are as follows:·
The total market value of lot Nos. PT 50179 - PT 50182 (inclusive) derived f rom Income Approach
(Residual Method) is at RM166,DOO,OOD/-.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lMDW
CBRE wrw VALUATION & ADVISORY SDN BHD P9H01001098)
Our Ref; WTWf01NIOO2260/21/lKC
Page 68
The immediate surroundings of the subject property are mainly affordable housing and old village
houses. We are of the view that the proposed developments i.e, high rise apartments, shops, low dense
apartment/villa, all of which are reasonably priced, and completely a different offering from the
surrounding affordable and old village houses. will be able to attract young families of different income
groups.
Furthermore. SkySanctuary provides a unique feature i.e private central park, which is a strong selling
point in this locality, as more buyers seek privacy among bustling city traffic. Demand is expected to
be bolstered by attractive selling prices of mid/upper-mid range, allowing for a wider range of
consumers to be targeted.
SkySanctuary also. on Lot No. PT 50181 proposed to offer high end product Le. 178 units of
apartment/villa with a private park resulting from the low density of the proposed scheme, allowing it
to target consumers who prefer a quieter lower-dense environment within the same locality.
We opine that the demand for the subject property is promising as the subject property is located near
to Kuala Lumpur city centre (S-km radius), as opposed to outskirt developments where the demand
for such product is not as plenty. In addition, the proposed selling prices of the subject property is
expected to draw substantial interest from prospective buyers of all income groups.
Despite the Covid-'9 pandemic having affected the property sector, housing demand in desirable
locations, such as Setapak, remain resilient. The inclusion of amenities, and the continuous ongoing
infrastructure improvements make these locations perpetually attractive.
Premised on the foregoing and having considered all other relevant factors, the we are of the Opinion
that the demand for the proposed development is strong and the assumptions adopted in the valuation
are realistic and reasonable.
RECONCILIATION OF VALUE
The total market value of Lot Nos. PT 50179 to PT 50182 (inclusive) derived from both Income
Approach (ReSidual Method) and Comparison Approach are shown as follows:-
Income Approach
(Residual Method) RM166,OOO,OOO/- - -
We have adopted the market value derived from Income Approach (Residual Method) as a fair
representation of the market value of the subject property in view that the subject property has been
granted with master development order and partial amount of the statutory contribution has been
paid.
- The above market value is excluding Lot No. PT 50177 (vacant bungalow plot) which is derived
at RM1,OOO,OOO/- by eldopting Comparison Approach only.
YALUATION
Taking into consideration the above fectors, we therefore assess the total market value of the subject
property BASED ON THE BA.SIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, charge and ffee from all encumbrances at
RM167.000,OOO/· (RInggit Malav-'-: One Hundred Sixty Seven Million Only).
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IW'iJWIr
CBRE WTW VALUATION & ADVISORY SON BHD 11 9740 1001098!
14. Lot No~. PT 50007, PT 50008 and PT 50005, Mukim Ulu Kelting, Di~tri .. t of Kuala Lumpur, Federal
Territorv of Kuala Lumpur
(Our Rof: WTW/01/V/0022600/21ILKC)
TERMS OF REFERENCE
I. The subject property comprises three (3) parcels of vacant commercial land having a total land
area of 32,39240 square metres (approximately 348,669 square teet/ 8.0043 acres);
II. It forms part of the approved master development order from Dewan Bandaraya Kuala lumpur
(DBKL) on 2 November 2020 with an overall permissible plot ratio of 1:5.0. The permissible plot
ratio and approved components for each plot is t abulated as below;
Land Area
Lot No. Plot No. Component I Usage Plot Ratio
PT 50007 , Commercial (Serviced A rtment)
(acres)
280 1;9.87
PT50008 2 Commercial Component 1.18 1:7.14
PT50009 3 Commercial Com 00' 4.03 1:2.16
NA 4 Green Area (Surrender) 0.68 -
NfA Road Reserve 0.26 -
Tota' ..9. 1:5.0
III. Lot No. PT 50007 (Plot 1) has obtained an individual development order from Dewan Bandaraya
Kuala Lumpur (DBKL) on 19 January 2022 for the proposed development of two (2) blocks of
serviced apartment comprising a total of 1,001 units known as ~The Vesta Residences~;
IV. No value is attributed to all site improvement including the buildings I structures erected on
site; and
IT IS TO BE NOTED THAT THE VALUATtoN IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCULDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE wrw VALUATION & ADVISORY SON BHD (1974010010961
PRopI!RTY IDENTIF'CATION
Location Within SkySierra, along Jalan Taman Setiawangsa & Jalan AU 2C, AU2,
54200 Kuala Lumpur
PIsOOOB
Ianah ini hendaklah digunakan untuk bangunan perdagangan bagi
tujuan menara pejabat sahaja
PTsQ009
Tanah ini hendaklah digunakan untuk bangunan perdagangan sahaja
Restriction in Interest Tanah ini tidak boleh dipindahmilik, d ipajak atau d igadai tanpa
kebenaran Jawatankuasa Kerja Ianah Wilayah Persekutuan Kuala
lumpur
Encumbrances Nil
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
ceRE 1"W'lMr
CBRE WTW VALUATION & ADVISORY SON BHD 119740HX)1098)
GENERAL PESCRlpTJON
1) Lot No pI SOOOl
The subject property is near regular in shape. It is generally flat in terrain and lies at the same level of
the existing frontage metalled road, Jalan AU 2C. During our site inspection, we noted that the northern
and western boundaries were demarcated with metal hoarding sheets while the southern boundary
was demarcated with chain link fencing. Other boundaries were generally not demarcated with any
form offancing.
We also noted that there was a sports changing room building and seating area erected at the northern
portion while the eastern and western portions comprised of a sports complex and other sports
facilities e.g. tennis court, futsal court and long jump tanding pits.
2) Lot Np PI SOOOS
The subject property is regular in shape. It is generally flat in terrain and lies at the same level of the
existing frontage metalled road, Jalan AU 2C. During our site inspection, we noted that the southern
boundary of the subject site was demarcated with chain link fencing while other boundaries were
generally not demarcated with any form of fencing.
We also noted that there was a sports complex and Residensi SkySierra (The Valley) showroom
erected on it.
3) Lpt No PI SOOQ9
The subject property is regular in shape. It is generally flat in terrain and lies at the same level of the
existing frontage metalled roads, Jalan Taman Setiawangsa and Jalan AU 2C.
During our site inspection, we noted that the northern boundary of the subject property was
demarcated with plastered brickwalls while the eastern and western boundaries were demarcated with
chain link fencing and metal hoarding sheets, respectively. The southern boundary was generally not
demarcated with any form of fencing.
We also noted that the site, where not built upon, is generally paved and improved with tarmac
driveway and was generally cleared.
The subject property is planned for redevelopment, hence, the existing buildings/structures
erected on the subject land will be demolished.
For the purpose of thl, valuation. the subject property is valued •• v.cant land. No v.ue "
attributed to the existing buUding,/structures erected on the subject land.
pLANNING PROVISION
The subject property is designated for commercial use as per the Express Condition stated in the
document of titles.
[t forms part of a master plan with the land located to the immediate west of the proposed scheme.
The adjoining land, Phase 1 has been approved for the development of three (3) blocks of 1.309 units
condominium known as Residensi SkySierra (The Valley) while the subject property is planned as
Phase 2 development.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE WiJ1Ar
CBRE WTW VALUATION & ADVISORY SON SHD (19740100 10981
Vide a development order issued by Dewan 8andaraya Kuala Lumpur CDBKl) on 19 January 2022, we
noted that lot No. PT 50007 has been approved for the proposed development of two (2) b locks
serviced apartment comprising a total of 1,001 units with a permissible plot ratio of 1:9.87.
We were given to understand that there is no application of development order for Lot Nos. PT 50008
and PT 50009. Based on the master development order, the approved plot ratio for lot Nos. PT 50008
and PT SO009 are 1:7.14 and 1:2.16, respectively.
METHOD OF VALUATION
The market value of subject property is arrived at principally by the Income Approach (Residual
Method). We have also carried out a check valuation using the Comparison Approach.
VALUE CONSIDERATION
In arriving at the market va lue of the subject property, we have adopted the Income Approach
(Residual Method).
1.001 I
I 532 I
Low De"".' i
3' 9 RM200,970,OOO.OO RM3,014,550.00 RM197.955.450.00
T.ta' 1.862
We are of the opinion that the GOV adopted is fair representation and in line with the market condition.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lN'i:iWIr
CBRE WTW VALUATION & ADVISORY SON BHD 1197401001(98)
The proposed development comprises 1,001 units of serviced apartment and we have proposed the
development to be divided into two (2) phases with a total development period of five (5) years as per
table below:-
buildings.
The total Gross Development Cost (GDC) estimated at RM484.338.413.90f- are based on the
following main parameters:-
The present value of the net cash flow for the subject development over five (5) years at the discount
rate of 8.0% per annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach - Residual Method, the market value
of Lot N o. PT 50007 is derived at RM76,094,429.56 and rounded to RM76,100,OOO/-.
441
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Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE 1IIf'iMr
CBRE WJW VALUATION & ADVISORY SON BHD (1 97"01001098)
The proposed development for lot No. PT 50008 will consist of 532 units of SOHO/SOFO/SOVO to be developed
within 8 development period of four-and-a-half(4.5) years in our valuation taking into consideration the required
approvals, construction period of the development time required for marketing the product and demolition of
the existing bUildings.
The total Gross Development Cost (GDC) estimated at RM153,064,688.05/- are based on the following main
parameters:-
The present value of the net cash flow for the subject devel~ment over foor-and-s-half (4.5) years at the
discount rate of 8.0% per annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach· Residual Method, the market value of Lot No.
PT 50008 is derived at RM25,167,510.00 and rounded to RM25,200,000/-.
The proposed development for Lot No. PT 50009 will consist of 319 units of low dense serviced apartment unit
to be developed within a development period of foor (4) years in our valuation taking into consideration the
required approvals, construction period of the development and time required for marketing the product.
The proposed development component of Lot No. PT 50007 and 50009 is meant to be a mass market product
which focuses on specific consumers i.e. young families. On the other hand, the proposed development
component of Lot No. PT 50008 is focused on fi rst-time property buyers as the proposed product built-up area
and the selling price is desirable for such buyers.
Weare of the opinion that the proposed development component is suitable, considering the respective targeted
market segments and the respective segment demand for such properties, which is plenty as the subject
property is located within 8 5-km radius of Kuala Lumpur city centre. Demand for properties close to Kuala
l umpur city centre are always sought after. as opposed to properties on the outskirts of Kuala Lumpur.
441
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
C8RE WTW VALUATION &. ADVISORY SDN BHD (19740HX11 098j
Based on our findings, the average sales rates of the subject area ranges between 70% and 80%. We also noted
that the ongoing condominium project located to the immediate west of the subject property known as Residensi
SkySierra "The Valiey" had achieved a good sales rate of approximately 85% as at lhe date of valuation.
Based on the above, we are of the opinion that the estimated development period Is considered realistIc taking
into account the total proposed number of units, proposed selling price, time required for product marketing as
well as market absorption I safes rates within the subject area Based on prevailing data, there will be strong
demand forthe subject property. as the price-point, locality and proposed layout ofthe subject property is sought
after.
The total Gross Development Cost (GDC) estimated at RM149,3'1B,1&8.88/· are based on the following main
parameters:-
The present value of the net cash flow for the subject development over four (4) years at the discount rate of
8.0% p6f annum is to reflect the time value of money adequately.
Based on the above parameters adopted in the Income Approach - Residual Method, the market value of Lot No.
PT 50009 is derived at RM35.748,410.60 and rounded to RM35,700,OOO/-.
Based on the above parameters adopted in the Income Approach (Residual Method), the market value of the
subject property are as follows:-
The total market value of the subject property derived from Income Approach (Residual Method> Is at
RM137,OOO,OOO/-.
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Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CaRE WTW VALUATION & ADVISORY SON BHD {197401001098)
In arriving at the market value of the subject property, we have considered the follOWing commercial
land I vacant development land with commercial potential market evidences:·
Land Area
Tenure
Analysis (RM
~~
per square RM270psf RM350psf RM308psf
Adjustments
From the above analysis, the adjusted values range from RM445 per square foot to RM508 per square
fool
Having regard to the foregoing, we have adopted Comparable 2 as the best comparable due to its
similarity in terms of cat egory of land use, accessibility/visibility, terrain and located within the same
locality with the subject property.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1AITIVII
CBRE WTW VALUATION & ADVISORY SON SHD (197401001098)
We have adopted Lot No. PT 50007 as a base lot and derived at RM508.00 per square foot round ed
to RM510.00 per square foot. Further adjustments have been made to Lot No. PT 50008 and PT 50009
in terms of plot ratio. land area. accessibility I visibility and development order I master development
order.
Thus, the adjLJsted value for Lot No. PT 50008 is at RM410 per square foot whereas Lot No. PT 50009
is at RM310 per square foot.
RECONCILIATION OF VALUE
The total market value of the subject property derived from both Income Approach (Residual Method)
and Comparison Approach are shown as follows:-
Income Approach
(Residual Method) RM137,QOO,OOO/-
We have adopted the market value derived from Income Approach (Residual Method) as a fair
representation of the market value of the subject property in view that the subject property has been
granted with development order.
VALUATION
Taking into consideration the above factors, we therefore assess the total market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, charge and free from all encumbrances at
RM137.000,OOO/- (RinggIt Malaysia: One Hundred And Thirty Seven Million Only).
441
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I WW'lMt
CBRE WTW VALUATION & ADVISORY SDN BHD /197<10 1001(96)
15. Lot No. PT 50138, Mukim of Setapak. District of Kuala Lumpur. Federal Territory of Kuala lumpur
(Our Ref: WTW/01!V{002260P/21'SSP)
TERMS OF REfERENCE
I. The subject property is a parcel of vacant residential land measuring 10,324.137 square metres
(approximately 111.128 square feet! 2.551 acres);
II. Based on a letter dated 13 May 2020 issued by Pejabat Pengarah Tanah dan Galian Wi/ayah
Persekutuan, the alienation of subject property is designated for the use of affordable housing
(Residensi Wilayah); and
III. Based on Draf Perubahan 4 Pelan Bandar Rays Kuala Lumpur 2020 (Jilid n, DBKL has proposed
to change the zoning of the subject property to Residential 3 with a permissible density of 400
persons /100 units per acre.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(lNCULDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
pROpERTY 'pENnEICATION
Express Condition Tanah ini hendaklah digunakan untuk tujuan kediaman sahaja.
441
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON BHD (1 9740HX)1098)
Restriction in Interest Tanah ini tidak boleh dipindah milik, dipajak atau digadai tanpa
kebenaran Jawatankuasa Kerja Tanah Wilayah Persekutuan Kuala
lumpur
Encumbrances Nil
GEHiRAL DESCRIPDON
The subject property is near regular in shape. generally flat in terrain and lies at the same level as the
existing frontage metalled road, Jalan Ayer Jerneh. Ouring our site inspection, we noted that the boundaries
were generally demarcated with metal hoard ing sheets. We further noted that the site was already cleared
and ready for development.
pLANNING PROVISION
The subject property is desigll8ted for residential use as per the Express Condition stated in the document
of title.
Based on a letter dated 13 May 2020 issued by Pejabat Pengarah Tanah dan Galian Wilayah Persekutuen,
the alienation of subject property is designated for the use of affordable housing (Residensi Wilayahl
Based on gazetted Kuala lumpur City Plan 2020, the subject property is zoned under public facilities use.
However, based on Drat Perubahan 4 Pelan Bandar Raye Kuala lumpur 2020 (Jilid 1). DBKl has proposed
to change the zoning of the subject property to Residential 3 with a permissible density of 400 persons /
100 units per ecre.
METHODOFYALUADON
The market value ot subject property is arrived at principally by tha Income Approach (Residual Method).
We have adopted the Income Approach (Residual Method) as the only approach in view of the fact that it
wilt be fully developed with affordable hOUSing (Residensi Wilayah). The development components and GoV
are fixed as per the guideline (Dasar Residensi Wilayah) and due to price control of the affordable housing
CRM 300,OOO/~ per unit with a floor size of gOO square feet), hence, it is more precise to rely on Residual
Method.
Having considered the above, we have adopted Income Approach (Residual Method) as the sole method of
valuation for the subject property due to price control of the affordable hOUSing and the fact that there is a
dearth transaction of residential land which is solely designated for affordable housing.
VALUE CONSIDERATION
In arriving at the market value of the subject property, we have adopted the Income Approach (Residua l
Method).
Summary of parameters
Gross Development Value (GoV) RM76,500,OOO.OO/- (Note 1)
Gross Development Cost (GDC) RM61,ssO,970.37/- (Note 2)
Developer's Profit 10% of GoV
Development Period 4 years
Discount Rate 8.0% per annum
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l wmAr
CBRE WTW VALUATION & ADVISORY SON 8HD (197401001098)
HolI.l.:
The Gross Development Value CGDV) is derived based on the following justifications :-
Proposed Selling
Components No. of U n i t . . 'Ho', Justification
PrlCO per Unit
We have adopted a selling price of RM 300,000/- per
unit with a floor size of 900 square feet as stated in
Residen:;;i Wilayah 255 units RM300,OOO/- the Guidelines on Residensi Wilayab (Dasar Residensi
Wilayah) issued by Kementerian Wilayah
Persekutusn.
'Note. We hav~ allocated 50% Burnt quota as per the Guidelines 0f1 ResidanSi Wllayah (Oi;lsar ResidenSI WilaYBh). There Is no Bumi
discount slhx:atoo for affOfdable housing.
We are of the opinion that the GDV adopted is fair representation and In line with the market condition.
Npte2:
TI1e total GDC are based on the following main parameters:-
Based on the above parameters adopted in the Income Approach - (Residual Method), the market
value of the subject property is derived at RM1Q,980,186.78 and rounded to RM11,OQQ,QOO/-.
VALUATION
Taking into consideration the above factors, we therefore assess the market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, charge and free from aU encumbrances at
RM11,OOO,OOO/· (Ringgit M.laysla: Eleven Million Only).
441
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE ~
CBRE WTW VALUATION & ADVISORY SON BHD (I9740IOO1(98)
16. lot No. PT 50052, Muklm ofPetallng, DIstrict of Kuala Lumpur, Federal Territory of Kuala Lumpur
(Our Ref: WTW/Ol/V /0022600/21/MZE)
Y.ERMS OF REFERENCE
The subject property is a parcel of vacant residential land measuring 11.089 square metres
(approximately 119,361 square feet /2.740 acres); and
II. Based on Draft Perubahan 4 Pelan Bandar Raye Kuala Lumpur 2020 (Jitid 2), DBKL has
proposed to change the zoning of the subject property to Residential 3 with a permissible
density of 400 persons / 100 units per acre.
IT IS TO BE NOTED THAT THE VALUAnON IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(lNCULDING THE MARKET VALUE) IF ANY OF THE ABOVE BASIS IS INVALID/INCORRECT.
PROPERTY IDENTIFICADON
Location Off Susur Jalil Sejahtera and lebuhraya Bukit Jalil, Bukit Jalit, 57000 Kuala
Lumpur
lot No. Lot No. PT 50052, Mukim of Petaling. District of Kuala lumpur, Federal
Territory of Kuala Lumpur
Provisional land 11.089 square metres (approximately 119,361 square feet /2.740 acres)
Area
Express Condition Tanah ini hendaklah digunakan untuk tujuan kediaman 70% peru mahan kos
bebas dan 30% peru mahan mampu milik Residensi Wilayah sahaja
Restriction in Tanah ini tidak boleh dipindahmilik. dipajak atau digadai tanpa kebenaran
Interest Jawatankuasa Kerja Tanah Wilayah Persekutuan Kuala Lumpur.
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14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lMiJWW
CBRE WTW VALUATION & ADVISORY SON BHD 119740 100\(98)
GENERAL DESCRIPDQN
The site is irregular in shape and the terrain of the land is slopping downwards from the southern and
western portion to the north and north-eastern portion. The Kuyoh River is running paraliel to its
northern and eastern boundaries of the subject property. During our site inspection. we noted that the
site was overgrown with shrubs, bushes and wild trees. The western boundary along Jalan Inovasi 1
was demarcated with chain link fencing whilst the rest of the boundaries were not demarcated with
any form of fencing,
Currently, there is no direct access to the subject property due to the fact that Jalan Inovasi 1 (the
road situated to the western boundary of the subject site) is a private road. We were given to
underst and by the client and our findings from Draf Perubahan 4 Kuala lumpur revealed that future
access to the subject property will be via an elevated road from Susur Jalil Sejahtera.
The subject land is designated for residential use as per the Express Condition In the document of t itle.
Based on the Kuala lumpur City Plan 2020, the subject property is zoned under Public Open Space.
However, based on the Draf Perubahan 4 Pelan Bandar Raya Kuala lumpur 2020 (Jllid 2), the subject
property is proposed to change the zoning from public open space to Residential 3 with a permissible
density of 400 persons /100 units per acre.
METHQDOEYALUADOB
We have adopted the Comparison Approach as the only method of va luation as the subject property
has yet to obtain development order / planning approval and there are adequate sales comparables
for us to rely upon.
YALUE CONSIDERATION
Comparisqo Approach
441
344
528
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE l lAriMr
CBRE WTW VALUATION & ADViSORY SON BHO 11 97-4010010981
From the above analysis, the adjusted values range from RM153 per square foot to RM187 per square
foot. Having regard to the foregoing. we have adopted Comparable 1 as the best comparable as it is
the latest transaction and also having similar development requirement i.e. affordable component. We
have adopted a rounded figure of RM160 per square foot in our valuation.
Hence, the market value for the subject property is derived at RM19,097,760, say RM19,OOO,OOO/-.
YALUATION
Taking into consideration the above factors, we therefore assess the market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to t ransfer, lease, charge and free from all encumbrances at
RM19,OOO,OOO/- (RInggit MIllay.'" Nineteen Million O"y).
441
344
529
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE IlIWiIW"
CBRE WTW VALUATION & ADVISORY SDN SHO (197401001098)
17. Lot 4249, Mukim of Setapak, DIstrict of Kuala Lumpur, Federal Territory of Kuala Lumpur
(OUf Ref: WTW/01/V /002Z60R/22/THP)
PROPERTY IDENTIEICATIOjf
Location Along Jalan Kolam Air, Taman Oesa Melawati. 53100 Kuala Lumpur
lot No. Lot 4249, Mukim of Setapak, District of Kuala Lumpur, Federal
Territory of Kuala lumpur
Express Condition Tanah ini hendaklah digunakan hanya untuk bangunan kediaman
sahaja.
Restriction in Interest Tanah ini tidak boleh dipindahmilik,dipajak atau dicagar melainkan
dengan kebenaran Jawatankuasa Kerja Tanah Wilayah
Persekutuan Kuala Lumpur
GEBERAI DESCRIPTION
The subject property is almost regular in shape, generally hilly in terrain and lies slightly above the
existing frontage metalled road, Jalan Kolam Air. The boundaries of the subject property were
generally demarcated with metal hoarding and the site was generally covered with trees, bushes and
light undergrowth.
pLANNING PROYISION
The subject property is designated for residentia l use as per the Express Condition stated in the
document of title.
Vide a development order issued by Dewan Bandaraya Kuala Lumpur (DBKL) on 7 June 2017, the
subject property has been approved for a development of two (2) apartment blocks with a total of 479
units (a density of 202 persons per acre).
441
344
530
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I W'iJWW
CBRE WTW VALUATION &. ADVISORY SON BHD 11974010010981
Vide the building plan letter issued by DBKL on 18 March 2021, the application for the building plans
has been approved and only valid for one (1) year from the date of the approval i.e. 18 March 2021. As
at the date of valuation, we noted that the approval has lapsed and we were given to understand by
the client that an application to revise the existing proposed development will be made.
METHOD Of VAWATIOH
The market value of subject property is arrived at principally by the Comparison Approach. We have
also carried out a check valuation using the Income Approach (ReSidual Method).
VALUE CONSIDERATION
i. Comparjson Approach
In arriving at the market value of the subject property, we have considered the following vacant
development fand/residential land market evidences: -
land Area
pO'
RM80psf RM99psf RM150psf
i i i .
Adjustments
u one compa/able.
a short period ." cOIlaid. rlld IIfHl a""lyHd 1M Iranaaetions
441
344
531
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1IV'iMt
CBRE WTW VALUATION & ADVISORY SON SHD [19740100 1(98)
From the above analvsis. the adjusted values range from RM107 per square foot to RMl43 per square
foot.
Having regard to the foregoing, we have adopted average adjusted value of Comparable 1 and 2 since
both comparables are located within the same locality with the subject property. We have adopted a
rounded figure of RM105 per square foot for the land in our valuation.
Hence, the market value for the subject property is derived at RM43,457,715/*, say RM43,OOO,OOD/-.
Summary of parameters
Gross Development Value (GDV) RM303,517,900.00/- (Note 1)
Gross Development Value (GDC) RM249,890,405.80/- (Note 2)
Developer'S profit 20% of GDV
Development period 3 years (Note 3)
Discount Rate 8.0% per annum
lImtlI
Th G 'd ' db d h f "
.'fi
Components No.~f prOP,oSCd sclI~n9 Justification
Unit Pr ce per Unit
Based on our analysis of the t ransacted price of
479 RM570,OOO/- to condominium/apartment units within the vicinity,
Apartment
units RM980,OOO/- the adjusted value over floor area ranges from
RM676psf to RM711psf.
We are of the opinion that the GDV adopted is fair representation and in line with the market condition.
H
. The cost adopted is in
RM70 psf
Developer's
20.0% of the GOV
Profrt & Risk
441
344
532
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CSRE I ~
CBRE wrw VALUATION & ADVISORY SON BHD (197401 001 098)
Not. 3;
This is the time frame required for construction and completion as well as the marketing of the units
of development. The development period is essential market derived and is also based on analysis of
similar developments.
Based on the above parameters adopted in the Income Approach (Residual Method), the market value
of the subject property is derived at RM42,569,504.90 and rounded to RM43,QOQ,QOO/-.
RECONCILIATION OF YALUE
The market value of the subject property derived from both Comparison Approach and Income
Approach (Residual Method) are shown as follows:-
Income Approach
(Residual Method) RM43,OOQ,QOO/-
We have adopted the market value derived from Comparison Approach as a fair representation of the
market value of the subject property in view that the existing approval has lapsed and we were given
to understand by the client that an application to revise the existing proposed development will be
made. In addition, there are adequate and reliable transaction data within the immediate vicinity.
YALUATION
Taking into consideration the above factors, we therefore assess the market value of the subject
property with permission to transfer. lease, charge and free from all encumbrances at
RM43.000.000/- (RinS5IIh Malaysia: Forty Three Million Only).
441
344
533
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBREllMlW
CSRE WTW VALUATION & ADVISORY SON BHD (1974010010913)
18. LQt Nu.1478 & Alienated Land Knlllwn 85 Plot A, both Within MukJm of Kuala Lumpur, Distri<:t of
Kunia Lumpur, Federal Territory of Kuala Lumpur
(OUt Ref: WTW/01IV/002260S/22/MZE)
pROPERTY IDENTIFICATION
The property A parcel of agricultural land with residential potential and an alienated
residential land
location Along Jalan Bukit Oesa 7, Tama n Bukit Desa, 58100 Kuala Lumpur
~
VIdrI a letter islued by Pejabat Peng.arah Taf18h Dan Galian Wllayah Pe!s.ekutuandated 7 Ju ly 2021.
"""""-'
Vide a SaH. and Purchaa. Agreement ent ....ed between the V.. ndor TONG CHUN SING & SONS SON BHO _nd the
Purchllser. SKYVUE DEVELOPMENT SON BHO dated 10 March 2022.
441
344
534
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRElwmAr
CBRE WTW VALUATION & ADVISORY SON BHD (197401001098)
GENERAL DESCRIPTION
The site is elongated in shape with its terrain generally slopping downwards from the southern portion
to the northern portion.
During our site inspection. we noted that there was an abandoned building erected on the subject land
and the site was overgrown with shrubs. bushes and wlld trees. We also noted that the western,
southern and eastern boundaries were demarcated with metal decking sheets whilst the rest of the
boundaries were not demarcated with any form of fencing.
Our valuation I, based on vacant development land only. No value I. attributed to the aldatlng
buildlngs/structu .... erected on the land.
The site is near trapezoidal in shape with its terrain generally slopping downwards from the southern
portion to the northern portion.
During our site inspection. we noted that there was a semi-permanent structure erected on the subject
site occupied by unauthorised party. The remaining site was overgrown with shrubs. bushes and wild
trees. We also noted that the boundaries were not demarcated with any form of fencing.
pLANNING PROYISION
Lot 1478 is designated for agriculture use as per the Express Condition in the document of title and
the alienated land (Plot A) is designated for residential use as per the approval letter issued by Pejabat
Pengarah Tanah Dan Galian Wilayah Persekutuan.
Based on the gazetted Kuala Lumpur City Plan 2020, both the subject property (Lot 1478 & Plot A) are
zoned under residential use with density of 80 persons /20 units per acre.
MEntOp OF VALUATION
We have adopted the Comparison Approach as the only method of valuation as the subject property
has yet to obtain development order I planning approval and there are adequate sales comparables
for us to rely upon.
VALUE CONSIDERATION
Comparison Appmacb
We have adopted Lot 1478 as our base lot and the transaction has been analysed as follows:-
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1IIII'i:MI
CBRE WTW VALUATION & ADVISORY SON BHD (197<401001(1981
Adjustments of
From the above analysis, the adjusted values range from RM202 per square foot to RM237 per square
foot Having regard to the foregoing. we have adopted Comparable 1 as the best comparable as it is
the latest transaction. We have adopted a rounded figure of RM235/- per square foot for Lot 1478 in
our valuation.
Further adjustments have been made for alienated land (Plot IV taking into consideration the size,
shape, land use, access and tenure. Therefore, we have adopted an adjusted value of RM260 per square
foot for alienated land i.e. Plot A. Furthermore. we have also allocated RM50.000/- as an estimated
costs to compensate the squatter by adopting a discount rate of 8% over an estimated period of 1 year
to deliver the vacant possession.
The summary of the market value of the subject property is summarised as follows:-
VALUATION
Taking into consideration the above factors. we therefore assess the total market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer. lease, charge and free from all encumbrances at
RM27,OOO,OOO/- (Ringgh: Malayst.; Twenty Seven Million Onty).
441
344
536
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
CBRE WTW VALUATION & ADVISORY SON BHD (1'17401001098)
19. Lot No. PT 50116, Muklm of Setapak, District of Kuala Lumpur, Federal TerritorV of Kuala Lumpur
(Our Ref: WTW/Ol/V!002Z60T12l/SSP)
JDMS OF REFERENCE
L The subject property is a parcel of vacant commercial land having a land area of 16.793.90
square metros (approximately 180,768 square feet /4.150 acres);
II. It forms part of the approved master development order from Dewan Bandaraya Kuala lumpur
(OBKL) on 12 December 2019 for the development of stratified shopoffice with a plot ratio of
1:2.0;
III. Vide a lettef issued by DBKL dated 29 April 2022, it has been approved together with
neighbouring lot (Lot 210619) for the proposed temporary commercial developments; and
IV. In view that the approved development stated in the letter dated 29 April 2022 is for temporary
usage, hence, we have disregarded the approved temporary development and taken into
consideration the approved master development with a plot ratio of 1:20.
IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE BASIS WHICH ARE
ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT TO MAKE AMENDMENTS
(INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS INVALID/INCORRECT.
PROPERU IDENDBCATIQN
Lot No. Lot No. PT 50176, Mukim of Setapak, District of Kuala Lumpur,
Federal Territory of Kuala Lumpur
441
344
537
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1AI'U1IW
CBRE WTW VALUATION & ADVISORY SON BHD [\974010010981
Restriction in Interest Tansh ini tidak boleh dipindahmilik, dipajak at8u digadai tanpe
kebenaran JawatankUBsa Kerja Tanah Wilayah Persekutuan Kuala
Lumpur
GENERAL DESCRlpnON
The subject property is near trapezoidal in shape, generally flat in terrain and lies at the same level as
the existing metalled frontage road, Jelen 1/23C. The boundaries of the subject property were generally
demarcated with metal hoarding and the site had been cleared and ready for development.
pLANNING PROYISION
The subject property is designated for commercial use as per the Express Condition stated in the
document of title.
Vide a revised master development order issued by Dewan Bandaraya Kuala Lumpur (DBKL) on 12
December 2019, the subject property has been approved for 46 units of stratified shopoffice
development with an approved plot ratio of 1:2.0.
However, vide letters issued by DBKL together with proposed bui lding plan dated 19 April 2021 and 29
April 2022, the subject property has been granted with conditional approval to construct a temporary
building that consists of two (2)-storey commercial space and car park area on the subject property
and neighbouring lot i.e. Lot PT 50002 (currently known as Lot 201619), Jalan 1/23C, Mukim Selapak,
Kuala Lumpur.
In view that the approved development stated In the letter dated 29 April 2022 II far temporary
usage, hence, we have dIsregarded the approved temporary development and taken Into
consideration the approved master development with a plot ratio of 1:2.0.
As the date of valuation, the master development order dated 7 May 2018 has lapsed. However, an
amended mastsr development order has been approved on 12 December 2019. The amended master
development order is still valid given that the development (I.e site clearance) has begun before its
expiry and the development on Plot 3 (currently known as Edgewood) has begun.
METHOD OF YALUMIO.H
The market value of subject property is arrived at principally by the Income Approach (Residual
Method), We have also carried out a che<:k valuation using the Comparison Approach.
441
344
538
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I1N'DWW
CBRE WTW VALUATION & ADVISORY SON SHD (19740) 001 098)
VALUE CONSIDERATION
In arriving at the market value of the subject property, we have adopted the Income Approach
(Residual Methocl).
Summary of parameters
Gross Development Value (GOY) RM118,406,850.00/- (Note 1)
Gross Development Value (GDe) RM62.926,043.11/- (Note 2)
Developer's profit 20% of GOV
Development period 3.5 years (Note 3)
Discount Rate ao% per annum
We are afthe opinion that the GOV adopted is fair representation and in line with the market condition.
Noh2·
The GDe are based on the following main parameters:-
Nota3"
Based on our surveys, it is noted that similar type of development i.e shopoffice development will only
require about two (2) years of development period. However, in view that the subject property is
approved for a temporary commercial development where the land owner will likely enter into a
tenancy agreement with the tenants. Therefore, we have allocated additional one and a half (1.5) years
to reflect the potential delay in securing vacant possession if a new development is going to take place.
Based on the above parameters adopted In the Income Approach (Residual Method), the market value
of the subject property is derived at RM42,381,788.38/- and rounded to RM42,OOO,OOO/-.
441
344
539
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE 1MiJW
CBRE WTW VALUATION L ADVISORY SON BHD (197401001098)
IL Comparison Approach
In arriving at the market value of the subject property, we have considered the following vacant
Source
Valuation and Property
Services Department (JPPH)
dated 25:~:~~.:;20~21~&
Geren Mukim 1673, Geran
Geren Mukim 2273 &
Title No. Pajakan Nageri 51166 Mukim 16n & Geren Mukim
Geren Muklm 2545
Land Area
'~
RM270psf RM350psf RM308psf
iii i i
Adjustments
i i
RM202psf RM22Bpsf RM246psf
I,ll
From the above analysis, the adjusted values range from RM202 per square foot to RM246 per square
foot.
Having regard to the foregoing, we have adopted Comparable 2 as the best comparable due to its
similarity in terms of category of land use and located within the same locality with the subject
property. We have adopted a rounded figure of RM230 per square foot in our valuation.
Hence, the market value for the subject property is derived at RM41.576.640/-. say RM42,QQQ.QOO/-.
441
344
540
Registration No.: 200601034211 (753970-X)
14.
13. VALUATION CERTIFICATES
ACCOUNTANTS’ REPORT (CONT’D)
CBRE I ~
caRE WTW VALUATION & ADVISORY SON BHO 11~74()lOOl098)
U~CILIATION OF VALUE
The market value of t he subject property derived from both Income Approach (Residual Method) and
Comparison Approach are shown as follows:-
Income Approach
(Residual Method) RM42,00Q,OOO/-
We have adopted the market value derived from Income Approach (Residual Method) as a fair
re presentation of the market value of the subject property in view that the subject property has been
approved under master development order.
VALUATION
Taking into consideration the above factors, we therefore assess the market value of the subject
property BASED ON THE BASIS AND PROVISO AS STATED IN DETAIL UNDER THE TERMS OF
REFERENCE HEREIN with permission to transfer, lease, charge and free from all encumbrances at
RM42.000.000/- (RInggit Malaysia: Forty Two MIllion Onty).
441
344
541
Registration No.: 200601034211 (753970-X)
Subject to the receipt of the approvals and fulfilment of the conditions as may be imposed by
the relevant authorities as set out in Section 2 of this Prospectus, the following provisions
relating to the selected matters are reproduced from our Constitution.
The words and expressions appearing in this section shall bear the same meanings used in our
Constitution or the context otherwise requires.
Words Meaning
“Clause” means a Clause contained in our Constitution.
“Deposited Security(ies)” means a security standing to the credit of a Securities Account and includes
a security in a Securities Account that is in suspense.
“Member” means:
“Register of Members” means the record of members of the Company kept and maintained
pursuant to Section 50 of the Act.
“Registrar” means the Registrar of Companies designated under Section 20A(1) of the
Companies Commission of Malaysia Act 2001.
“Rules” means the Rules of Depository, including any amendment that may be made
from time to time.
“Securities Account” means an account established by the Depository for a Depositor for the
recording of deposits of Securities and for dealing in such Securities by the
Depositor.
542
Registration No.: 200601034211 (753970-X)
(1) If at any time the share capital is divided into different classes of shares, the rights
attached to each class of shares (unless otherwise provided by the terms of issue of the
shares of that class) may only, whether or not the Company is being wound up, be varied:
(a) with the consent in writing of the holders holding not less than seventy-five
percent (75%) of the total voting rights of the holders of that class of shares; or
(b) by a special resolution passed by a separate meeting of the holders of that class
of shares sanctioning the variation.
(3) Subject to Section 91 of the Act, the rights conferred upon the holders of the shares of
any class issued with preferred or other rights shall not, unless otherwise expressly
provided in the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking in any respect pari passu as regards to
participation in the profits or assets of the Company.
(1) Without prejudice to any special rights previously conferred on the holders of any existing
shares or class of shares but subject always to the Act, the Listing Requirements and this
Constitution, the Directors have the right to:
(b) grant rights to subscribe for shares or options over unissued shares in the
Company.
(2) Subject to the Act, the Listing Requirements, this Constitution and the relevant
Shareholders’ approval being obtained, the Directors may issue any shares (including
rights or options over subscription of such shares):
(a) with such preferred, deferred, or other special rights or such restrictions, whether
with regard to dividend, voting, return of capital, or otherwise, as the Directors
may determine;
(b) to any person, whether a Member or not, in such numbers or proportions as the
Directors may determine; and
(3) (a) Subject to the Act, the Listing Requirements and any direction to the contrary that
may be given by the Company in General Meeting, all new shares or other
convertible securities shall, before issue, be offered to such persons as at the
date of the offer are entitled to receive notices from the Company of General
Meetings in proportion as nearly as the circumstances admit, to the amount of the
existing shares or securities to which they are entitled.
(b) The offer shall be made by notice specifying the number of shares or securities
offered, and limiting a time within which the offer, if not accepted, will be deemed
to be declined, and, after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that he declines to accept
the shares or securities offered, the Directors may dispose of those shares or
securities in such manner as they think most beneficial to the Company.
543
Registration No.: 200601034211 (753970-X)
(c) The Directors may likewise also dispose of any new share or security which (by
reason of the ratio which the new shares or securities bear to shares or securities
held by persons entitled to an offer of new shares or securities) cannot, in the
opinion of the Directors, be conveniently offered under this Constitution.
(1) The Company may from time to time by ordinary resolution and subject to other applicable
laws or requirements:
(a) consolidate and divide all or any of its share capital, the proportion between the
amount paid and the amount, if any, unpaid on each subdivided share shall be
the same as it was in the case of the share from which the subdivided share is
derived; or
(b) subdivide its shares or any of them into shares, whichever is in the subdivision;
the proportion between the amount paid and the amount, if any, unpaid on each
subdivided share shall be the same as it was in the case of the share from which
the subdivided share is derived.
(2) The Company may from time to time by special resolution and subject to other applicable
requirements:
(a) cancel shares which, at the date of the passing of the resolution in that regard,
have not been taken or agreed to be taken by any person or which have been
forfeited and diminish the amount of its share capital by the amount of the shares
so cancelled or in such other manner allowed by law; or
(b) reduce its share capital in such manner permitted by law, and (where applicable)
subject to the relevant required approvals being obtained.
(3) The Company shall have the power, subject to and in accordance with the provisions of
the Act, the Listing Requirements and any rules, regulations and guidelines in respect
thereof for the time being in force, to purchase its own shares and thereafter to deal with
the shares purchased in accordance with the provisions of the Act, the Listing
Requirements and any rules, regulations and guidelines thereunder or issued by Bursa
Securities and any other relevant authorities in respect thereof.
The transfer of any Deposited Security or class of Deposited Security of the Company, shall
be by way of book entry by the Depository in accordance with the Rules and, notwithstanding
Sections 105, 106 or 110 of the Act, but subject to Section 148(2) of the Act and any exemption
that may be made from compliance with Section 148(1) of the Act, the Company shall be
precluded from registering and effecting any transfer of the Deposited Securities.
(1) Subject to this Constitution and other written laws, any Shareholder or debenture
holder may transfer all or any of his shares or debentures by instrument of transfer as
prescribed under the Act.
(2) The instrument of transfer must be executed by or on behalf of the transferor and the
transferee.
544
Registration No.: 200601034211 (753970-X)
(3) The transferor shall remain as the holder of such shares or debentures until the transfer
is registered and the name of the transferee is entered in the Register of Members or
register of debenture holders in respect of the shares or debentures respectively.
Neither the Company nor the Directors nor any of its officers shall incur any liability for
authorising or causing the registering or acting upon a transfer of shares apparently made by
sufficient parties, although the same may by reason of any fraud or other cause not known to
the Company or the Directors or other officers be legally in-operative or insufficient to pass the
property in the shares proposed or professed to be transferred, and although the transfer may,
as between the transferor and the transferee, be liable to be set aside. And in every such case,
the person registered as the transferee, his executors, administrators and assignees alone
shall be entitled to be recognised as the holder of such shares and the previous holder shall
so far as the Company is concerned be deemed to have transferred his whole title thereto.
On giving at least fourteen (14) days’ notice to the Registrar to close the Register of Members
or register of debenture holders, the Company may close the Register of Members or register
for any class of members or register of debenture holders (collectively, the “Registers”) for the
purpose of updating the Registers. The registration of transfer may be suspended at such time
and for such period as the Directors may from time to time determine, provided that no part of
the relevant Register(s) be closed for more than thirty (30) days in aggregate in any calendar
year.
(1) The Company may from time to time by an ordinary resolution passed at a General
Meeting, approve the remuneration of the Directors, who hold non-executive office with
the Company, for their services as non-executive Directors.
(2) Subject to Clause 84, the fees of the Directors and any benefits payable to the
Directors shall be subject to annual shareholders’ approval at a General Meeting.
(3) If the fee of each non-executive Director is not specifically fixed by the Members, then
the quantum of fees to be paid to each non-executive Director within the overall limits
fixed by the Members, shall be decided by resolution of the Board. In default of any
decision being made in this respect by the Board, the fees payable to the non-
executive Directors shall be divided equally amongst themselves and such a Director
holding office for only part of a year shall be entitled to a proportionate part of a full
year’s fees. The non-executive Directors shall be paid by a fixed sum and not by a
commission on or percentage of profits or turnover.
(a) Traveling, hotel and other expenses properly incurred by the Directors in
attending and returning from meetings of the Directors or any committee of the
Directors or General Meetings of the Company or in connection with the
business of the Company; and
(b) Other expenses properly incurred by the Directors arising from the
requirements imposed by the authorities to enable the Directors to effectively
discharge their duties.
545
Registration No.: 200601034211 (753970-X)
(5) Executive Directors of the Company shall be remunerated in the manner referred to in
Clause 84 but such remuneration shall not include a commission on or percentage of
turnover.
Without limiting the generality of Clause 94(1) and (2), the Directors may, subject to the Act
and the Listing Requirements, exercise all the powers of the Company to do all or any of the
following, whether as primary or collateral security for any debt, liability, or obligation of the
Company or its Subsidiaries:
(b) mortgage or charge its undertaking, property, and uncalled capital, or any part of the
undertaking, property and uncalled capital;
(c) issue debentures and other Securities whether outright or as security; and/or
(d) guarantee and give guarantees or indemnities for the payment of money or the
performance of contracts or obligations; or
(e) secure or undertake in any way the repayment of moneys lent or advanced to or the
liabilities incurred.
The Directors shall not borrow any money or mortgage or charge any of the Company’s or its
Subsidiaries’ undertaking, property or any uncalled capital, or to issue debentures or other
securities, whether outright or as security for any debt, liability or obligation of an unrelated
third party.
(a) A Director shall not vote in regard to any contract or proposed contract or arrangement
in which he has, directly or indirectly, an interest.
(b) Every Director shall observe the provisions of Sections 221 and 222 of the Act relating
to the disclosure of the interest of the Directors in contracts or proposed contracts with
the Company or of any office or property held by the Directors which might create
duties or interest in conflict with their duties or interest as Directors and participation in
discussion and voting. Such disclosure of material personal interest by the Directors
shall be in the form of a notice. Such notice shall be in the form and manner prescribed
under Section 221 of the Act.
(1) Subject to this Constitution, questions arising at a Board Meeting shall be decided by
a majority of votes of Directors present and voting and any such decision shall for all
purposes be deemed a decision of the Directors.
(2) Each Director is entitled to cast one (1) vote on each matter for determination.
In the case of an equality of votes, the chairperson of the Board Meeting is entitled to a second
or casting vote, except where two (2) Directors form a quorum, the chairperson of a meeting at
which only such a quorum is present, or at which only two (2) Directors are competent to vote
on the question at issue shall not have a casting vote.
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Registration No.: 200601034211 (753970-X)
(i) Save as disclosed in this Prospectus, no securities will be allotted or issued on the
basis of this Prospectus later than 6 months after the date of issue of this Prospectus.
(ii) [As at the LPD, our Company has 2 classes of shares, being ordinary shares of our
Company (all of which rank equally with one another) and the ICPS (all of which rank
equally with one another). The salient terms of the ICPS are set out in Section 6.5.1 of
this Prospectus. There are no special rights attached to our Shares.]
(iii) Save as disclosed in this Prospectus, no shares, stocks or debentures of our Company
have been issued or proposed to be issued as fully or partly paid-up in cash or
otherwise, within the 2 years immediately preceding the date of this Prospectus.
(iv) None of the share capital of our Group is under option, or agreed conditionally or
unconditionally to be put under option as at the date of this Prospectus.
(v) Save for the Public Issue Shares reserved for subscription by the Eligible Persons as
disclosed in Section 4.3.1(ii) of this Prospectus and subject to our Listing, there is
currently no other scheme involving our directors and employees in the share capital of
our Group.
(vi) As at the date of this Prospectus, our Group does not have any outstanding warrants,
options, convertible securities or uncalled capital.
(vii) Save as disclosed in this Prospectus, and save as provided for under our Constitution
and the Act, there are no other restrictions upon the holding or voting or transfer of our
Shares or the interests in any of our Company or our Subsidiaries or upon the
declaration or payment of any dividend or distribution thereon.
Save as disclosed in Section 15.4 below, there is no limitation on the right to own our Shares
including any limitation on the right of non-residents or foreign shareholders to hold or exercise
their voting rights on our Shares imposed by Malaysian law.
As our Shares are proposed for quotation on the Official List, such Shares must be prescribed
as shares required to be deposited with Bursa Depository. Upon such prescription, a holder of
our Shares must deposit his Shares with Bursa Depository on or before the date is fixed, failing
which our Share Registrar will be required to transfer his Shares to the Minister of Finance and
such Shares may not be traded on Bursa Securities.
Dealing in our Shares deposited with Bursa Depository may only be effected by a Depositor by
means of entries in the securities account of that Depositor.
A Depositor whose name appears in the Record of Depositors maintained by Bursa Depository
in respect of our Shares shall be deemed to be our shareholder and shall be entitled to all rights,
benefits, powers and privileges and be subject to all liabilities, duties and obligations in respect
of, or arising from, such Shares.
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Save as disclosed below, our Group has not entered into any material contract which is not in
the ordinary course of our Group’s business within the Financial Years Under Review and up
to the date of this Prospectus:
(i) SPA between SkySierra Development and Datuk Bandar dated 9 April 2019 for the
acquisition of 2 parcels of land subdivided from the land held under PN 28090, Lot
4951, Mukim Ulu Kelang, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala
Lumpur by SkySierra Development for a total consideration of RM176.51 million
comprising RM127.00 million for acquisition of SkySierra Land and RM49.51 million for
the cost of relocation of the MSN Sports Complex. The first parcel of subdivided land
under PN 53720, Lot 80068, Mukim Ulu Kelang, Daerah Kuala Lumpur, Negeri Wilayah
Persekutuan Kuala Lumpur measuring 203,104.23 sq ft for a cash consideration of
RM43.48 million, was completed on 3 December 2019. The second parcel of
subdivided land under PN 53719, Lot 80069, Mukim Ulu Kelang, Daerah Kuala Lumpur,
Negeri Wilayah Persekutuan Kuala Lumpur measuring 389,761.20 sq ft for a cash
consideration of RM83.52 million shall be transferred to SkySierra Development upon
payment of the balance purchase price of RM67.00 million which is expected to be
completed by October 2022;
(ii) SPA between Nik Hussain Holdings Sdn Bhd as vendor and SkyAwani 5 Development
as purchaser dated 3 August 2019 for the acquisition of the lands held under PN 52872,
Lot 201438, Mukim of Setapak, District of Kuala Lumpur, State of Wilayah Persekutuan
Kuala Lumpur measuring 88,673.09 sq ft and PN 52873, Lot 201437, Mukim of
Setapak, District of Kuala Lumpur, State of Wilayah Persekutuan Kuala Lumpur
measuring 1,506.95 sq ft by SkyAwani 5 Development for a total purchase price of
RM29,000,000.00 (“Purchase Price”). The Purchase Price shall be paid in the
following mode and manner: (i) RM20,300,000.00 in cash (“Cash Payment”); and (ii)
RM8,700,000.00 shall be set-off against the purchase consideration of the properties
in our Group set out in the agreement (“Set-Off”). The Cash Payment was completed
on 12 June 2020 and the Set-Off was completed on 17 January 2020.
(iii) Tripartite settlement agreement between our Company, Zalam Corporation Sdn Bhd
(“Zalam”) and Bennington Development dated 5 June 2020 for the settlement of the
existing arbitration proceedings, adjudication proceedings and the disputes in relation
to the agreement and conditions of the PAM Contract 2006 (With Quantities), whereby
as full and final settlement of the foregoing, our Company shall pay to Zalam a total
sum of RM13,564,671.86 (“Settlement Sum”). The Settlement Sum shall be paid in
the following mode and manner (i) RM6,892,851.86 shall be paid in three equal
instalments (“Instalment Payment”); and (ii) RM6,671,820.00 shall be paid by
SkyWorld Development to Bennington Development in consideration of the sale and
purchase of properties in Bennington Residences (“Contra Payments”). The
Instalment Payment was completed on 4 February 2021 and the Contra Payments were
completed on 30 June 2020.
(iv) Settlement agreement entered into between SkyAman Development and Dwi Enigma
Sdn Bhd (“DESB”) dated 16 June 2020 for the settlement of disputes between the
parties in relation to the memorandum of agreement dated 4 January 2019 and the
supplementary memorandum of agreement dated 19 February 2019 (collectively, the
“MOAs”), whereby SkyAman Development shall pay to DESB a total sum of
RM15,000,000.00. SkyAman Development had fully discharged our undertakings
and/or obligations under the MOAs upon the execution of the Settlement Agreement.
SkyAman Development had on 23 June 2020 and 21 April 2022 made partial payment
of up to RM4,500,000.00 to DESB. The payment of the remaining sum will be made
progressively in the manner mutually agreed between SkyAman Development and
DESB, which is expected to be fully settled by 2023. In the event of any default of
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Registration No.: 200601034211 (753970-X)
(v) SPA between Grand Bell Trading Sdn Bhd as vendor and our Company as purchaser
dated 26 March 2021 for the acquisition of a 6-storey shop/office and rooftop together
with verandah erected on a land held under PN 24406/M1-D1/1/5, Lot 42908 Seksyen
16, Bandar Ampang, Daerah Hulu Langat, Negeri Selangor measuring 19,719.48 sq ft
by our Company for a cash consideration of RM6,650,000.00, which was completed on
22 December 2021;
(vi) SPA between Gadang Land Sdn Bhd as vendor and SkyRia Development as purchaser
dated 23 August 2021 for the acquisition of the land held under PM 317, Lot 4249,
Dusun Ranjau, Mukim Setapak, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan
Kuala Lumpur measuring 413,883.12 sq ft by SkyRia Development for a cash
consideration of RM43,000,000.00, which was completed on 9 May 2022;
(vii) SPA between Tong Chun Sing & Sons Sdn Bhd as vendor and SkyVue Development
as purchaser dated 10 March 2022 for the acquisition of the land held under GM 1055,
Lot 1478, Mukim of Kuala Lumpur, Tempat Bukit Nanas, District of Kuala Lumpur, State
of Wilayah Persekutuan Kuala Lumpur measuring 104,818.96 sq ft by SkyVue
Development for a cash consideration of RM21,000,000.00, which was completed on
26 July 2022;
(viii) Conditional share sale agreement between our Company and Zafidi Bin Mohamad
dated 12 September 2022 to acquire 2,000,000 ordinary shares representing 40.0% of
the equity interest of NTP World Corporation from Zafidi Bin Mohamad for a purchase
consideration or RM20,000,000 which will be fully satisfied via the issuance of
25,000,000 Shares at an issue price of RM0.80 per Share, to Zafidi Bin Mohamad; and
As at the LPD, save as disclosed in Section 12.7 of this Prospectus, we are not engaged in any
material litigation, claims and / or arbitration, either as plaintiff or defendant, which has a
material effect on our financial position, and our Directors confirm that there are no proceedings
pending or threatened, or of any fact likely to give rise to any proceedings, which might
materially and adversely affect our financial position or business.
There are no governmental laws, decree, regulation or other requirement which may affect the
repatriation of capital and the remittance of profit by or to our Group.
As at the LPD, we have a foreign Subsidiary in Vietnam, namely SkyWorld Vietnam. Under
Vietnamese laws, there is no significant restriction on the management of repatriation of
investment capital and remittance of profits of foreign investment projects. Foreign investors
are entitled to repatriate their investment capital upon (a) the dissolution or termination of
operation of enterprises with foreign direct investment capital, (b) reduction of investment
capital, and (c) liquidation or termination of the investment projects and business co-operation
contracts in accordance with the Vietnamese Law on Investment so long as all financial
obligations owed to the government of Vietnam have been satisfied.
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Registration No.: 200601034211 (753970-X)
Profits of foreign investors remitted from Vietnam shall be lawful profits derived or obtained from
direct investment activities in Vietnam after financial obligations to the State of Vietnam
pursuant to its laws and regulations have been fulfilled. According to Circular 186, the investors
might on their own or authorise the relevant company to notify the remittance and transfer of
profits abroad directly to the managing tax authority of the company at least 7 working days
before the date of the remittance of the said profits.
It is required that the transfer of any principal investment capital, profits, interest payments and
remittances abroad must be effected via a direct investment capital account (for a payment
account in case the direct investment capital account has been closed due to the dissolution of
the relevant company) opened at an authorised credit institution in Vietnam regardless whether
the amount to the transferred are in the lawful currency of Vietnam or foreign currencies.
During the last financial year and the current financial year, there were no:
(i) public take-over offers by third parties in respect of our Group's shares; and
(ii) public take-over offers by our Group in respect of other companies' securities.
The written consents of our Principal Adviser, Financial Adviser, Underwriter, Placement Agent,
Company Secretary, Solicitors, Share Registrar and Issuing House listed in the Corporate
Directory of this Prospectus for the inclusion of their names and all references thereto in the
form and context in which such names appear in this Prospectus have been given before the
issuance of this Prospectus and have not subsequently been withdrawn.
The written consent of our Auditors and Reporting Accountants for the inclusion of its name,
the Accountants' Report and the Reporting Accountants’ Report on the Compilation of Pro
Forma Consolidated Statement of Financial Position, and all references thereto in the form and
context in which they are contained in this Prospectus have been given before the issuance of
this Prospectus and have not subsequently been withdrawn.
The written consent of our Independent Business and Market Research Consultants for the
inclusion of its name, the IMR Report and all references thereto in the form and context in which
they are contained in this Prospectus have been given before the issuance of this Prospectus
and have not subsequently been withdrawn.
The written consent of our Independent Valuer for the inclusion of its name, the valuation
certificates and all references thereto in the form and context in which they are contained in this
Prospectus have been given before the issuance of this Prospectus and have not subsequently
been withdrawn.
(i) Our Directors, Promoters and Offerors have seen and approved this Prospectus. They
collectively and individually accept full responsibility for the accuracy of the information
contained in this Prospectus. Having made all reasonable enquiries and to the best of
their knowledge and belief, they confirm that there is no false or misleading statement
or other facts which if omitted, would make any statement in this Prospectus false or
misleading.
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Registration No.: 200601034211 (753970-X)
(ii) Kenanga IB as the Principal Adviser, Underwriter and Placement Agent, acknowledges
that, based on all available information and to the best of its knowledge and belief, this
Prospectus constitutes a full and true disclosure of all material facts concerning our
IPO.
Copies of the following documents may be inspected at our registered office during normal
business hours for a period of 6 months from the date of this Prospectus:
(iv) Reporting Accountants’ Report on the Pro Forma Consolidated Statements of Financial
Position, as included in Section 12.16 of this Prospectus;
(vi) Valuation certificates as set out in Section 14 of this Prospectus and the valuation
reports;
(vii) the letter of consent referred to in Section 15.9 of this Prospectus; and
(viii) the audited consolidated financial statements of SkyWorld Development and our
Subsidiaries for the Financial Years Under Review.
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Registration No.: 200601034211 (753970-X)
Unless otherwise defined, all words and expressions used here shall carry the same meaning
as ascribed to them in our Prospectus.
Unless the context otherwise requires, words used in the singular include the plural, and vice
versa.
Applications for the IPO Shares will be open and close at the time and dates stated above.
In the event of any change to the time and dates stated above, we will advertise the notice of
changes in a widely circulated daily English and Bahasa Malaysia newspaper in Malaysia.
Applications must accord with our Prospectus and our Constitution. The submission of an
Application Form does not mean that the Application will succeed.
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Registration No.: 200601034211 (753970-X)
16.2.2 Application by selected investors and Bumiputera investors approved by the MITI via
private placement
Applications by:
Bumiputera investors approved by the MITI MITI will contact the Bumiputera
investors directly. They should follow
MITI’s instructions.
Selected investors and Bumiputera investors approved by the MITI may still apply for our IPO
Shares offered to the Malaysian Public using the White Application Form, Electronic Share
Application or Internet Share Application.
16.3 ELIGIBILITY
16.3.1 General
You must have a CDS Account and a correspondence address in Malaysia. If you do not have
a CDS Account, you may open a CDS Account by contacting any of the ADAs set out in Section
12 of the Detailed Procedures for Application and Acceptance accompanying the electronic
copy of our Prospectus on the website of Bursa Securities. The CDS Account must be in your
own name. Invalid, nominee or third party CDS Accounts will not be accepted for the
Applications.
Only ONE Application Form for each category from each applicant will be considered and
APPLICATIONS MUST BE FOR AT LEAST ONE HUNDRED (100) IPO SHARES OR
MULTIPLES OF ONE HUNDRED (100) IPO SHARES.
You can only apply for our IPO Shares if you fulfill all of the following:
(a) a Malaysian citizen who is at least eighteen (18) years old as at the date of the
application for our IPO Shares with a Malaysian address; or
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(ii) You must not be a director or employee of our Issuing House or an immediate family
member of a director or employee of our Issuing House; and
(iii) You must submit Applications by using only 1 of the following methods:
The Eligible Persons will be provided with Pink Application Forms and letters from us detailing
their respective allocation as well as detailed procedures on how to subscribe to the allocated
IPO Shares. Applicants must follow the noted and instructions on the said documents and
where relevant, in this Prospectus.
The Eligible Persons may request for a copy of the printed Prospectus from our Company at
no cost and are given an option to have the printed Prospectus delivered to them free of charge,
or to obtain the printed Prospectus from our Company, our Issuing House, Kenanga IB,
Participating Organisations of Bursa Securities and Members of the Association of Banks in
Malaysia or Malaysian Investment Banking Association.
The Application Form must be completed in accordance with the notes and instructions
contained in the respective category of the Application Form. Applications made on the incorrect
type of Application Form or which do not conform STRICTLY to the terms of our Prospectus or
the respective category of Application Form or notes and instructions or which are illegible will
not be accepted.
Payment must be made out in favour of “TIIH SHARE ISSUE ACCOUNT NO. [●]” and crossed
“A/C PAYEE ONLY” and endorsed on the reverse side with your name and address.
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Registration No.: 200601034211 (753970-X)
Each completed Application Form, accompanied by the appropriate remittance and legible
photocopy of the relevant documents may be submitted using one (1) of the following methods:
(i) DESPATCH BY ORDINARY POST in the official envelopes provided, to the following
address:
Or
(ii) DELIVER BY HAND AND DEPOSIT in the drop-in boxes provided at the following
address:
so as to arrive not later than 5:00 p.m. on [●closing date] or by such other time and date
specified in any change to the date or time for closing.
We, together with our Issuing House, will not issue any acknowledgement of the receipt
of your Application Forms or Application monies. Please direct all enquiries in respect
of the White Application Forms to our Issuing House.
Only Malaysian individuals may apply for our IPO Shares offered to the Malaysian Public by
way of Electronic Share Application.
Electronic Share Applications may be made through the ATM of the following Participating
Financial Institutions and their branches, namely, Affin Bank Berhad, Alliance Bank Malaysia
Berhad, AmBank (M) Berhad, CIMB Bank Berhad, Malayan Banking Berhad, Public Bank
Berhad and RHB Bank Berhad. A processing fee will be charged by the respective Participating
Financial Institutions (unless waived) for each Electronic Share Application.
The exact procedures, terms and conditions for Electronic Share Application are set out on the
ATM screens of the relevant Participating Financial Institutions.
Only Malaysian individuals may use the Internet Share Application to apply for our IPO Shares
offered to the Malaysian Public.
Internet Share Applications may be made through an internet financial services website of the
Internet Participating Financial Institutions, namely, Affin Bank Berhad, Alliance Bank Malaysia
Berhad, CIMB Bank Berhad, CGS–CIMB Securities Sdn Bhd, Malayan Banking Berhad, Public
Bank Berhad and RHB Bank Berhad. A processing fee will be charged by the respective
Internet Participating Financial Institutions (unless waived) for each Internet Share Application.
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Registration No.: 200601034211 (753970-X)
The exact procedures, terms and conditions for Internet Share Application are set out on the
internet financial services website of the respective Internet Participating Financial Institutions.
Our Issuing House, on the authority of our Board reserves the right to:
(c) are accompanied by an improperly drawn up, or improper form of, remittance;
or
(ii) reject or accept any Application, in whole or in part, on a non-discriminatory basis without
the need to give any reason; and
(iii) bank in all Application monies (including those from unsuccessful / partially successful
applicants) which would subsequently be refunded, where applicable (without interest),
in accordance with Section 16.9 of this Prospectus.
If you are successful in your Application, our Board reserves the right to require you to appear
in person at the registered office of our Issuing House at any time within 14 days of the date of
the notice issued to you to ascertain that your Application is genuine and valid. Our Board shall
not be responsible for any loss or non-receipt of the said notice nor will it be accountable for
any expenses incurred or to be incurred by you for the purpose of complying with this provision.
In the event of over-subscription, our Issuing House will conduct a ballot in the manner
approved by our Directors to determine the acceptance of Applications in a fair and equitable
manner. In determining the manner of balloting, our Directors will consider the desirability of
allotting and allocating our IPO Shares to a reasonable number of applicants for the purpose of
broadening the shareholding base of our Company and establishing a liquid and adequate
market for our Shares.
The basis of allocation of our IPO shares and the balloting results in connection therewith will
be furnished by our Issuing House to Bursa Securities, all major Bahasa Malaysia and English
newspapers as well as posted on our Issuing House’s website at http://tiih.online within one
business day after the balloting event.
Pursuant to the Listing Requirements, we are required to have a minimum of 25.00% of our
Company’s issued share capital to be held by at least 1,000 public shareholders holding not
less than 100 Shares each upon Listing and completion of our IPO. We expect to achieve this
at the point of Listing. In the event this requirement is not met, we may not be allowed to proceed
with our Listing. In the event thereof, monies paid in respect of all the Applications will be
returned in full (without interest).
In the event of an under-subscription of our IPO Shares by the Malaysian Public and / or Eligible
Persons, subject to the underwriting arrangements and reallocation as set out in Sections 4.3.4
and 4.3.5 of this Prospectus, any of the abovementioned IPO Shares not applied for will then
be subscribed by our Underwriter based on the terms of the Underwriting Agreement.
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Registration No.: 200601034211 (753970-X)
If you are unsuccessful / partially successful in your Application, your Application monies
(without interest) will be refunded to you in the following manner.
(i) The Application monies or the balance of it, as the case may be, will be returned to you
through the self-addressed and stamped Official “A” envelope you provided by ordinary
post (for fully unsuccessful applications) or by crediting into your bank account (the
same bank account you have provided to Bursa Depository for the purposes of cash
dividend / distribution) or if you have not provided such bank account information to
Bursa Depository, the balance of Application monies will be refunded via banker’s draft
sent by ordinary / registered post to your last address maintained with Bursa Depository
(for partially successful applications) within 10 Market Days from the date of the final
ballot at your own risk.
(ii) If your Application is rejected because you did not provide a CDS Account number,
your Application monies will be refunded via banker’s draft sent by ordinary / registered
post to your address as stated in the NRIC or any official valid temporary identity
document issued by the relevant authorities from time to time or the authority card (if
you are a member of the armed forces or police) at your own risk.
(iv) Our Issuing House reserves the right to bank into its bank account all Application
monies from unsuccessful applicants. These monies will be refunded (without interest)
within 10 Market Days from the date of the final ballot by crediting into your bank
account (the same bank account you have provided to Bursa Depository for the
purposes of cash dividend / distribution) or by issuance of banker’s draft sent by
registered post to your last address maintained with Bursa Depository if you have not
provided such bank account information to Bursa Depository or as per item (ii) above
(as the case may be).
16.9.2 For applications by way of Electronic Share Application and Internet Share Application
(i) Our Issuing House shall inform the Participating Financial Institutions or Internet
Participating Financial Institutions of the unsuccessful or partially successful
Applications within 2 Market Days after the balloting date. The full amount of the
Application monies or the balance of it will be credited without interest into your account
with the Participating Financial Institutions or Internet Participating Financial Institutions
(or arranged with the Authorised Financial Institutions) within 2 Market Days after the
receipt of confirmation from our Issuing House.
(ii) You may check your account on the 5th Market Day from the balloting date.
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Registration No.: 200601034211 (753970-X)
(i) Our IPO Shares allotted to you will be credited into your CDS Account.
(ii) A notice of allotment will be despatched to you at your last address maintained with the
Bursa Depository, at your own risk, before our Listing. This is your only
acknowledgement of acceptance of your Application.
(iii) In accordance with Section 14(1) of the SICDA, Bursa Securities has prescribed our
Shares as prescribed securities. As such, our IPO Shares issued / offered through our
Prospectus will be deposited directly with Bursa Depository and any dealings in these
Shares will be carried out in accordance with the SICDA and Rules of Bursa Depository.
(iv) In accordance with Section 29 of the SICDA, all dealings in our IPO Shares will be by
book entries through CDS Accounts. No physical share certificates will be issued to you
and you shall not be entitled to withdraw any deposited securities held jointly with Bursa
Depository or its nominee as long as our Shares are listed on Bursa Securities.
16.11 ENQUIRIES
The results of the allocation of IPO Shares derived from successful balloting will be made
available to the public at our Issuing House’s website at http://tiih.online, 1 Market Day after the
balloting date.
You may also check the status of your Application at the above website, 5 Market Days after
the balloting date or by calling your respective ADA during office hours at the telephone number
as stated in the list of ADAs set out in Section 12 of the Detailed Procedures for Application and
Acceptance accompanying the electronic copy of our Prospectus on the website of Bursa
Securities.
558