EPB Group Berhad - Prospectus (Part 2)

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Registration No.

: 202201007128
202201007128 (1452825-U)
(1452825-U)

7. BUSINESS OVERVIEW

7.1 OUR HISTORY

Our history began on 20 May 1992 with the formation of a sole proprietorship business named
New Tech Machinery by Yeoh Chee Min to venture into the business of trading manual
packaging machines such as hand-operated sealing machines and impulse sealers primarily
for food manufacturing and processing companies. The venture stemmed from his desire to
leverage on his prior experience in procuring packaging machine for his late father’s food
business involving the trading of dry food products such as coffee powder and curry powder.

Yeoh Chee Min saw vast potential for food packaging machines in Malaysia given the difficulty
he faced in procuring them from the local market at that time. He then established another sole
proprietorship business named Easy Pack Machinery Trading on 29 August 1992 to take over
the business and assets of New Tech Machinery in a corporate name re-branding exercise to
better reflect its business of providing easy packaging solution and due to higher enquiries
received on packaging machines at that time. In 1993, we expanded our product offerings to
include the trading of imported food packaging machines.

On 10 July 1996, EP Machinery was incorporated under the Companies Act, 1965 as a private
limited company under the name of Easy Pack Machinery Trading Sdn. Bhd. to take over the
sole proprietorship business of Easy Pack Machinery Trading and facilitate the entry of Yeoh
Chee Min’s spouse and sister, Ooi Kim Kew and Yeoh Choi Goeh @ Yeoh Choi Hwang
respectively. The directors and shareholders of Easy Pack Machinery Trading Sdn. Bhd. at that
time were Yeoh Chee Min, Ooi Kim Kew and Yeoh Choi Goeh @ Yeoh Choi Hwang with each
holding the same equity interest. EP Machinery assumed its present name on 17 February
1997. Yeoh Choi Goeh @ Yeoh Choi Hwang disposed of her remaining shares in EP Machinery
to Ooi Kim Kew in 2003.

On 21 November 1998, Yeoh Chee Min and Liew Meng Hooi collaborated via the incorporation
of Inovasi Kitchen Specialist Sdn. Bhd. under the Companies Act, 1965 as a private limited
company to venture into the business of importing and trading food processing machinery
solutions primarily for frozen food manufacturing and processing companies such as poultry
processing companies and processed meat manufacturers amongst others. Yeoh Chee Min
and Liew Meng Hooi were directors with each holding a 50.0% equity interest in Inovasi Kitchen
Specialist Sdn. Bhd. at that time. Liew Meng Hooi is an industry veteran with vast experience
and technical know-how in the provision of frozen food processing machinery solutions
including the trading of food processing machines particularly for frozen food products such as
sausages, nuggets, meat balls and fish balls. With the combined experience and expertise of
Yeoh Chee Min and Liew Meng Hooi, Inovasi Kitchen Specialist Sdn. Bhd. expanded our
business into frozen food processing machinery solutions. Inovasi Kitchen Specialist Sdn. Bhd.
operated its business in Sungai Petani, Kedah. Inovasi Kitchen Specialist Sdn. Bhd. was
renamed Bestworld Equipment Sdn. Bhd. on 20 March 2001.

As part of our plan to move up the value chain, we commenced our in-house production and
fabrication of food processing and packaging machines through the incorporation of EP
Manufacturing under the Companies Act, 1965 as a private limited company on 22 March 1999.
The directors and shareholders of EP Manufacturing at that time were Yeoh Chee Min (with
50.0% equity interest) and Wei Chun Ming(1) (with 50.0% equity interest). We began by
fabricating small-volume vertical form fill seal machines used for packaging food products such
as coffee powder, tea leaves, curry powder and chili sauce. Other machines that we fabricated
include product transfer conveyor, liquid dosing system, pick-fill-seal machine and semi-
automatic packaging machine. We also began to integrate food packaging machineries from
various suppliers to form automated production lines for coffee manufacturers. We rented a
double storey shop lot in Butterworth, Penang to house the operations.

On 3 February 2000, EP Machinery KL was incorporated under the Companies Act, 1965 as a
private limited company to establish our presence in Kuala Lumpur and support our customers
there. The directors and shareholders of EP Machinery KL at that time were Yeoh Chee Min
(with 50.0% equity interest) and Chung Theng Siang(2) (with 50.0% equity interest). EP
Machinery KL operates its business in Subang, Selangor.

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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

7. BUSINESS OVERVIEW (cont’d)

In 2003, EP Manufacturing shifted its operation to a rented single-storey factory with a total
built-up area of 7,060 sq ft in Penaga, Penang. As the business of EP Manufacturing expanded,
we moved out of the single-storey factory in 2005 and occupied a rented single-storey factory
with a higher total built-up area of 15,000 sq ft in Butterworth, Penang.

In 2005, we (through EP Machinery, EP Machinery KL, EP Manufacturing and Bestworld


Equipment Sdn. Bhd.) began our transformation into a one-stop provider of food processing
and packaging machinery solutions where we started to design, customise, fabricate, integrate
and automate food processing and packaging production lines for our food processing and
manufacturing customers such as instant coffee and tea manufacturers, condiment
manufacturers, confectionery manufacturers, poultry processing companies, and processed
meat manufacturers amongst others. We expanded our business to include supplying
automated packaging lines and subsequently, processing lines as well; on turnkey basis.
Turnkey projects were increasingly in demand as customers seek to automate more functions,
minimise human interventions thereby increasing hygiene and increasing efficiency. As part of
our turnkey solutions, we provide computer-aided design of the entire production layout based
on the available space and processes in accordance with customers’ requirements. The
resulting production layout can also be converted into three (3)-dimensional model for viewing
by customers. Some of our customers included pre-mixed and local Kopi-O coffee, jelly, sauce,
sausage, burger patty, biscuits, drinking water, and chocolate manufacturing companies,
among others.

In the same year, we established Easy Pack Technology Sdn. Bhd. (now known as EC Trading
System Sdn. Bhd.) to venture into the business of fabricating automated food packaging
machines and parts. Easy Pack Technology Sdn. Bhd. was incorporated under the Companies
Act, 1965 as a private limited company on 9 April 2005. The initial directors and shareholders
of Easy Pack Technology Sdn Bhd were Yeoh Chee Min and Lee Seng Wei(3) with each holding
a 50.0% equity interest in the company. Easy Pack Technology Sdn. Bhd. enjoyed 100%
exemption from the payment of income tax for a five (5)-year period from 1 August 2005 to 31
July 2010 after being granted a pioneer status on 13 October 2006. The pioneer status of Easy
Pack Technology Sdn. Bhd. was subsequently renewed for another five (5)-year period from 1
August 2010 to 31 July 2015 on 3 December 2010.

EP Machinery also purchased a piece of land (measuring approximately 1.00 acre) and
constructed a single-storey factory (with a total built-up area of 14,410 sq ft) together with a
double-storey office building in Simpang Ampat, Penang for a total cost of RM3.28 million. We
shifted all the business operations of EP Machinery to this property upon its completion in 2007.

In 2005, EP Manufacturing ceased its manufacturing operations to focus on trading of food


processing and packaging machines and parts.

In 2011, EP Manufacturing became an inactive company after we decided to cease its business
operations. In 2012, EP Manufacturing re-commenced its operations in the trading of food
processing and packaging machines and parts, mainly to sell its remaining inventory items.

In 2013, we purchased another piece of land (measuring approximately 2.0 acres) and
constructed a single-storey factory (with a total built-up area of 48,012 sq ft) together with a
triple-storey office building in Penang Science Park, Penang for a total cost of RM8.63 million
to house EP Machinery’s business expansion.

Over the years, we had been enhancing our in-house manufacturing and production capabilities
by procuring various types of machineries such as CNC machines, laser cutting machines and
bending machines to support our food processing and packaging machinery solutions business
segment. We had also been improving the level of automation in our food processing and
packaging machinery solutions.

In 2014, we expanded vertically by venturing into the business of supplying flexible packaging
materials namely packaging films and packaging bags via EP Manufacturing (the principal
activities of which were changed from “trading of food processing and packaging machines and
parts” to “trading of packaging films”). On 31 December 2014, BW Engineering was
incorporated under the Companies Act, 1965 as a private limited company with Yeoh Chee Min
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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

7. BUSINESS OVERVIEW (cont’d)

and Liew Meng Hooi each holding 1 share (representing 50.0% equity interest). Subsequently
on 1 December 2015, as part of an internal restructuring exercise, the shares held by Yeoh
Chee Min and Liew Meng Hooi were transferred to Bestworld Equipment Sdn. Bhd. whilst the
business and operating assets of Bestworld Equipment Sdn. Bhd. were transferred to BW
Engineering. Following this exercise, BW Engineering became a wholly-owned subsidiary of
Bestworld Equipment Sdn. Bhd. with the latter becoming an investment holding company.

On 29 January 2015, BW Perkasa Labuan was incorporated under the Labuan Companies Act,
1990 as a private limited company to act as an offshore trading and marketing arm of our Group
for the international markets. The shareholders and directors of BW Perkasa Labuan at that
time were Yeoh Chee Min (with 51.0% equity interest) and Liew Meng Hooi (with 49.0% equity
interest).

In 2017, EP Manufacturing commenced in-house manufacturing of flexible packaging


materials. In 2018, we expanded our product offerings by venturing into the business of trading
cellulose casings, which are used to enclose the filling of sausages.

In 2020, Bestworld Equipment Sdn. Bhd. changed its name to Easy Brew Sdn. Bhd. and
subsequently, all its shares in BW Engineering were sold to Yeoh Chee Min (51.0% equity
interest) and Liew Meng Hooi (49.0% equity interest). On 9 December 2022, we entered into a
SSA with Yeoh Chee Min and Liew Meng Hooi for the Acquisition of BW Engineering. Please
refer to Section 6.4.1 of this Prospectus for further details.

Between 2020 and 2021, EP Machinery purchased the food processing and packaging
machinery and components amounting to RM2.04 million and property, plant and equipment of
Easy Pack Technology Sdn. Bhd. aggregating to RM1.44 million (further details of which as set
out in Section 10.1.1 of this Prospectus). As at the LPD, Easy Pack Technology Sdn. Bhd. (now
known as EC Trading System Sdn. Bhd.) is dormant and is in the midst of realising its assets
and settling its liabilities. The expected timeframe for dissolution is within the financial year
ending 31 December 2026.

On 16 June 2021, BW Perkasa UAE was incorporated under the Ras Al Khaimah International
Corporate Centre Business Companies Regulations 2018 as a private limited company to act
as an offshore trading and marketing arm of our Group for the international markets. At that
time, BW Perkasa UAE was a wholly-owned subsidiary of BW Engineering whilst Liew Meng
Hooi was the sole director of BW Perkasa UAE. Following the incorporation of BW Perkasa
UAE, BW Perkasa Labuan focuses on providing agency and management services.

In 2021, we secured a sales agreement with PT. Wonokoyo Jaya Corporindo of Surabaya,
Indonesia to sell to the company at least one 20-feet container for each order which is
equivalent to 2,304,000 metres (equivalent to 90,000 sticks as well) of cellulose casings per
container with a minimum of forty-five (45) containers for thirty-six (36) months from 1 January
2022 to 31 December 2024.

In 2022, we renewed the distribution agreement with Shandong Vicel of China as distributor of
its Vicel Speedy Peel Cellulose Casings in Indonesia. In the same year, we also secured a
sales agreement with PT Dagsap Endura Eatore of Java Barat, Indonesia to sell to the company
at least one 20-feet container for each order which is equivalent to 2,304,000 metres (equivalent
to 90,000 sticks as well) of cellulose casings per container with a minimum of twelve (12)
containers for each year, and a minimum of twenty-four (24) containers for twenty-four (24)
months from 1 January 2022 to 31 December 2023. The sales agreement with PT Dagsap
Endura Eatore has been renewed in 2023 for an additional twenty-four (24) months from 1
January 2024 to 31 December 2025.

In the same year, with the onset of the COVID-19 pandemic and resulting labour shortages, we
began to explore the integration of robotic technologies into our food processing and packaging
machinery solutions. We have identified an opportunity gap in our industry for the use of more
robotic technology given the stringent hygiene requirements for the handling of food products
and the pressing challenges faced by food manufacturers in hiring factory workers. The use of
robotic technology will help to minimise human interference and address the worker supply gap.

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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

7. BUSINESS OVERVIEW (cont’d)

We began to integrate application of robotic technologies into our food processing and
packaging machinery solutions to our customers. We also undertook the Pre-Listing Exercise
as part of our Listing for the formation of our Group’s structure.

In 2024, we renewed the distribution agreement with Shandong Vicel with some changes to the
terms of agreement, to continue as distributor of its Vicel Speedy Peel Cellulose Casings in
Indonesia for another twenty-four (24) months from 1 January 2024 to 31 December 2025. The
notable changes in the terms of agreement include the reduction of annual sales target and the
increase in the number of companies in Indonesia from one (1) company to five (5) companies
that the supplier may approach directly and sell to them for their own use or on-sell to an
identified company for its own use only where Shandong Vicel shall ensure that these
companies do not transfer or resale the products.

As at the LPD, we are an established one-stop provider of food processing and packaging
machinery solutions with more than thirty (30) years of operating track records catering to both
the Malaysian market and overseas markets particularly Indonesia and the Philippines.

Notes: -
(1) Wei Chun Ming transferred all his equity interest in EP Manufacturing to Lee Seng Wei and
resigned as a director in 2002.

(2) Chung Theng Siang transferred 3,000 shares (representing 1.00% of equity interest) in EP
Machinery KL to Yeoh Chee Min in 2005. Subsequently in 2015, he transferred all his remaining
shares (comprising 285,670 shares representing 49.00% of equity interest) in EP Machinery KL
to Teoh Joo Han and resigned as a director in the same year.

(3) Lee Seng Wei transferred all his equity interest in Easy Pack Technology Sdn. Bhd. to Yeoh
Heok @ Yeoh Yeik Chu and resigned as a director in 2009.

A summary of our history is as follows: -

1992 o Our history began on 20 May 1992 with the formation of a sole
proprietorship business named New Tech Machinery by Yeoh Chee Min
to venture into the business of trading manual packaging machines
primarily for food manufacturing and processing companies such as
instant coffee and tea manufacturers, condiment manufacturers, and
confectionery manufacturers amongst others.

1993 - 1996 o Expanded our product offerings to include the trading of imported food
packaging machines.

1998 o Expanded our business activities into frozen food processing machinery
solutions by venturing into the business of importing and trading food
processing machinery solutions primarily for frozen food manufacturing
and processing companies such as poultry processing companies and
processed meat manufacturers amongst others.

1999 o Beginning 1999, we commenced our in-house production and fabrication


of food processing and packaging machines.

2000 o Established our presence in Kuala Lumpur through the incorporation of


EP Machinery KL.

2005 o Began transformation into a one-stop provider of food processing and


packaging machinery solutions where we started to design, customise,
fabricate, integrate and automate food processing and packaging
production lines for our food manufacturing customers such as instant
coffee and tea manufacturers, condiment manufacturers, confectionery
manufacturers, poultry processing companies, and processed meat
manufacturers amongst others.

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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

7. BUSINESS OVERVIEW (cont’d)

2014 o Expanded our business activities into the business of supplying flexible
packaging materials namely packaging films and packaging bags.

2017 o Commenced in-house manufacturing of flexible packaging materials.

2018 o Ventured into the business of trading cellulose casings, which are used to
enclose the filling of sausages.

2022 o Began to integrate application of robotic technologies into our food


processing and packaging machinery solutions to our customers.

Over the years, we continue to enhance our production and technical capabilities to meet our
customers’ expectations. As part of our value-added service offerings, we also help
conceptualise and offer recommendations on the factory and plant layout as well as production
flows for greater operational efficiency based on our customers’ needs.

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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

7. BUSINESS OVERVIEW (cont’d)

A snapshot on our product offerings over the years are as follows: -

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7. BUSINESS OVERVIEW (cont’d)

7.2 DESCRIPTION OF OUR BUSINESS

Our Group is a one-stop provider of food processing and packaging machinery solutions. We
are primarily involved in the design, customisation, fabrication, integration and automation of
production lines for food manufacturing and processing companies, based on our customers’
needs. We are also involved in the trading of cellulose casings, as well as manufacturing and
trading of flexible packaging materials.

Our Group is principally involved in: -

(i) provision of food processing and packaging machinery solutions including industrial
robots and related accessories for its customers primarily involved in the food industry
and also as laboratory equipment and its related accessories for research purposes;

(ii) trading of cellulose casings; and

(iii) manufacturing and trading of flexible packaging materials.

Our business model can be illustrated as follows: -

For management purposes, our Group is organised into three (3) business segments based on
the products and/or services offered, namely food processing and packaging machinery
solutions, trading of cellulose casings and manufacturing and trading of flexible packaging
materials.

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7. BUSINESS OVERVIEW (cont’d)

7.2.1 Food processing and packaging machinery solutions

Under this business segment, we provide food processing and packaging machinery solutions targeting various food products; catering primarily to
food manufacturing and processing companies for non-frozen and frozen food products alike. We are primarily involved in the design, customisation,
fabrication, integration and automation of production lines for food manufacturing and processing companies, based on our customers’ needs.

For our food processing machinery solutions, we offer food processing machinery and components which are used for various food processing
operations such as food preparation, physical processing (grinding, mixing), heat processing (cooking, boiling) and preservation (freezing) amongst
others. Our food processing machinery solutions involve the integration of in-house and/or third-party food processing machinery to form large-scale
automated processing lines.

Some illustrative samples of our food processing machinery solutions are as follows: -

Mixer Super-fine grinder

For our food packaging machinery solutions, we integrate in-house and/or third-party food packaging machinery and components ranging from manual
to semi-automatic to automatic packaging machines that meet our customers’ food packaging requirements to form large-scale automated packaging
lines, designed and customised to be compatible to various forms of packaging such as trays, bags, boxes, cans, cartons, and flexible packaging such
as sachets, pallets, and wrappers amongst others.

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7. BUSINESS OVERVIEW (cont’d)

Some illustrative samples of our food packaging machinery solutions are as follows: -

Manual packaging machine Semi-automatic packaging machine Automatic packaging machine

Our food processing machinery solutions may be integrated with our food packaging machinery solutions to form end-to-end automated production
lines for our customers’ turnkey food manufacturing and processing needs starting from storage and processing of raw materials to the packaging of
the finished food products.

As part of our turnkey solutions, we provide computer-aided design (“CAD”) of the production layout, maximising available space for machinery as
required by our customers. The resulting CAD can also be converted into a three (3)-dimensional model for customer viewing. We provide our customers
with a warranty of up to eighteen (18) months for our food processing and packaging machinery solutions. We also offer after-warranty period
maintenance and repair services to our customers. Our food processing and packaging machinery solutions are primarily targeted for food
manufacturing and processing companies such as instant coffee and tea manufacturers, condiment manufacturers and confectionery manufacturers
amongst others, cold chain logistics providers as well as industrial and logistics property owners.

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7. BUSINESS OVERVIEW (cont’d)

Key food processing and packaging solutions offered by our Group are as follows: -

Notable Machinery, Equipment


Solution Description and/or Parts Involved
Coffee and tea processing and packaging solution  A large-scale integrated processing and  Induction roaster
packaging solution for coffee and tea.  Coffee roaster
 Processing solution includes but is not  Induction cooker
limited to the roasting of coffee and tea,  Ribbon mixer
cooking and melting of sugar for  3-dimensional mixer
subsequent mixture with coffee as well as  Intermediate bulk container bin
adding and blending of flavour with tea. blender
 Packaging solution includes but is not  Vacuum transfer pump
limited to the filling and packaging of  Transfer conveyor
coffee or tea in filter papers, in soft packs  Bucket lifter
(such as 3-side seals and pillow packs)  Z conveyor
and in vacuum packings.
 Air blow conveyor
 Suitable for the processing and packaging
 Take away conveyor
of coffee and tea in powder form.
 Flat conveyor
 Intermediate bulk container bin
 Storage tank
 Degas tank
 Crusher
 Grinder
 Sieve machine
 4 heads weighing machine
 10 to 16 multi heads weighing
machine
 Vertical form fill seal machine
 Semi-automatic sealing machine
 Automatic carton machine
 Semi-automatic carton machine
 Shrink tunnel

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7. BUSINESS OVERVIEW (cont’d)

Notable Machinery, Equipment


Solution Description and/or Parts Involved
Liquid processing and packaging solution  A large-scale integrated processing and  Automatic washing machine
packaging solution for liquid-based  Drying machine
products.  Glass bottle washing machine
 Processing solution includes but is not  Oven
limited to raw materials handling (through  Induction cooker
washing and/or drying), cooking, mixing,  Double jacketed tank
crushing and grinding as well as  Jacketed tank with stirrer
pasteurisation.  Jacketed tank with shear mixer
 Packaging solution includes but is not  Crusher
limited to the washing of packing  Grinder
materials, liquid filling, packaging and
 Bottle liquid filling machine
capping.
 Bag filling and sealing machine
 Suitable for the processing and packaging
 Capping machine
of liquid based edible products and
condiments such as fruit juice, chili sauce,  Bottle or bag immersing
tomato sauce and liquid stevia. pasteurisation machine
 Water cooling conveyor
 Cooling tower
 Bottle or bag drying conveyor
 Labelling machine
 Carton inserting machine

Mooncake processing and packaging solution  A large-scale integrated processing and  Mooncake dough dispenser
packaging solution for mooncakes.  Lobe pump filling machine
 Processing solution includes but is not  Encrusting machine
limited to the dispensing of mooncake  Conveyor
dough, ingredient filling, encrusting and  Tray dispenser machine
stamping of mooncakes.  Dusting machine (to prevent the
 Packaging solution includes but is not dough from sticking to the
limited to hermetic sealing and packaging conveyor)
of mooncakes.  Stamping machine
 Suitable for the processing and packaging  Horizontal flow wrapper
of all types of mooncakes.

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7. BUSINESS OVERVIEW (cont’d)

Notable Machinery, Equipment


Solution Description and/or Parts Involved
Cendol processing solution  An automatic processing solution for  Induction cooker
cendol involving the cooking of cendol and  Specially designed mould
lowering of water temperature.  Water chiller conveyor
 Suitable for commercial use with easier
and faster processing and minimal human
labour.

Drinking water processing and packaging solution  A large-scale integrated processing and  Reverse osmosis filtration
packaging solution for drinking water. system
 Processing solution includes but is not  Bottle unscrambler machine
limited to the filtration and/or purification of  24 heads 3-in-1 rotary washing,
water through processes such as reverse filling and capping machine
osmosis.  Automatic shrink sleeve
 Packaging solution includes but is not labelling machine
limited to the washing of packing  Heat gun
materials, liquid filling, packaging and  Inkjet printer
bottle capping.  Carton box packing machine
 Suitable for the processing and packaging  Carton box sealing machine
of drinking water such as reverse osmosis  Automatic 4 cavities
water and mineral water. polyethylene terephthalate
bottle preheat and blowing
machine
 Automatic 2 cavities
polyethylene terephthalate
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7. BUSINESS OVERVIEW (cont’d)

Notable Machinery, Equipment


Solution Description and/or Parts Involved
bottle preheat and blowing
machine
 Dryer
 2-cavity compressor
 4-cavity compressor
 Carton sealer
 Ethylene propylene pre-stretch
dispenser
 Cup sealer
 Roller conveyor
 Robotic arm palletiser

Instant coffee mixing and packaging solution  Mixing and packaging solution for instant  Long collecting conveyor
coffee.  Product collecting conveyor
 Mixing and packaging solution includes  Grouping machine
but is not limited to the mixing, filling and  Group packing machine
packaging of instant coffee in sachets, soft  Heavy duty continuous sealing
packs (such as 3-side seal packs and machine
pillow packs) and in vacuum packings.  Stainless steel working table
 Suitable for the processing and packaging  Screw type air compressor
of all types of instant coffee.  Air dryer with filter
 Air storage tank
 Ribbon Mixer
 3D Mixer
 Intermediate bulk container
blender
 Functioning intermediate bulk
container bin with external
product vibrator
 Intermediate bulk container bin
overhead connector
 Platform for intermediate bulk
container mixing area
 Platform with guardrails and a
ladder for packing machine

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7. BUSINESS OVERVIEW (cont’d)

Notable Machinery, Equipment


Solution Description and/or Parts Involved
 Lifter for intermediate bulk
container bin

Soybean powder mixing and packaging solution  A large-scale integrated mixing and  Intermediate bulk container
packaging solution for soybean powder. system
 Mixing and packaging solution includes  Weighing machine
but is not limited to the mixing, weighing  Auger filling machine
and packing of soybean powder.  Carton sealer
 Suitable for the mixing and packaging of
all types of soybean powder.

Nugget processing and packaging solution  Providing large-scale nugget processing  Meat flaker
and packaging solution ranging from the  Meat grinder
slicing and grinding of frozen meat  Bowl cutter
products into customised shaped nuggets  Nitrogen mixer
to the packaging of end products that  Lifter
matches closely to the target weight.  Forming machine
 Suitable for producing chicken nuggets of  Customisable mould
various shapes and sizes.  Battering machine
 Breading machine
 Transport conveyor
 Air cooling conveyor
 Single or double spiral freezer
 Multi-head weigher packaging
machine

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7. BUSINESS OVERVIEW (cont’d)

Notable Machineries, Equipment


Solution Description and/or Parts Involved
Sausage processing and packaging solution  Providing large-scale sausage processing  Meat flaker
and packaging solution ranging from the  Meat grinder
slicing and grinding of frozen meat  Bowl cutter
products into sausage products of various  Lifter
shapes and sizes to the packaging of end  Meat transfer pump
products that matches closely to the target  Sausage filler and sausage
weight. linker
 Suitable for producing sausages made  Sausage trolley
from various types of meat such as beef  Smokehouse
and poultry of various shapes and sizes.  Intensive cooling machine
 Sausage cutter
 Sausage arranging line
 Thermoforming machine
 Single or double spiral freezer
 Multi-head weigher packaging
machine

Fried chicken processing and packaging solution  Providing large-scale processing and  Vacuum tumbler
packaging solution for fried chicken  Drum breader or flour machine
ranging from the massaging and frying of  Batter mixer
chicken meats to the packaging of end  Battering machine
products that match closely to the target  Transport conveyor
weight.  Continuous fryer
 Air cooling conveyor
 Single or double spiral freezer
 Multi-head weigher packaging
machine

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7. BUSINESS OVERVIEW (cont’d)

Notable Machineries, Equipment


Solution Description and/or Parts Involved
Meatball processing and packaging solution  Providing large-scale processing and  Meat flaker
packaging solution for turning ground  Meat grinder
meats into meatballs ranging from the  Bowl cutter
slicing and grinding of frozen meat  Forming machine
products to the forming of meatballs and  Pre-cook machine
the packaging of end products that match  Cooking machine
closely to the target weight.  Cooling machine
 Suitable for producing meatballs using  Air cooling conveyor
different types of meats such as beef and  Single or double spiral freezer
poultry, and other ingredients such as
 Multi-head weigher packaging
minced onions and breadcrumbs.
machine

 Providing large scale processing solution  Meat flaker


Cold cut processing solution
for cold cuts ranging from the slicing and  Meat grinder
grinding of frozen meat products into cold  Bowl cutter
cooked meats to the vacuum packaging of  Vacuum filler
end products.  Aluminium wire double clipper
 Suitable for producing cold cuts made  Cook pan
from various types of meat such as beef  Slicer
and poultry of various shapes and sizes.  Single or double chamber
vacuum packer

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7. BUSINESS OVERVIEW (cont’d)

Notable Machineries, Equipment


Solution Description and/or Parts Involved
Cold storage solution  Providing storage solution at a low Please refer to the illustration of the
temperature for food that is short shelf life cold storage solution for the
and/or temperature-sensitive. machineries, equipment and/or parts
 Suitable for frozen food such as nuggets used as follows: -
and sausages as well as perishable food
such as fruits and vegetables. (1) Insulated panels
(2) Racking system
(3) Cold room doors
(4) Docking facilities
(5) Quick freezing equipment
(6) Refrigeration compressor
(7) Refrigeration control system
(8) Cooling tower

For the provision of the key food processing and packaging solutions listed above, we integrate both in-house and third-party food processing and
packaging machinery and components to form the large scale, customised food processing and packaging line based on our customers’ specifications
and requirements.

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7.2.2 Trading of cellulose casings

Under this business segment, our Group is involved in the trading of cellulose casings which are used mainly in processing and manufacturing of a
variety of frozen food products, predominantly in the production of sausage. Cellulose casings are consumables used by frozen food manufacturing
and processing companies to shape and protect the meat during the production processes. Key cellulose casings offered by our Group are clear
casings, colour transfer casings and printed casings. The different types of cellulose casings offered by our Group are as follows: -

Product Description
Clear casing  Transparent casing with high intensity, good flexibility and breathability and resistance to high temperature.
 Has an ‘easy to peel’ option.

Colour transfer casing  Casing that ensures the finished products have the desired colour appearance.
 Colour can be transferred uniformly to the outer surface of the finished products.
 Common colours used are red and orange.

Printed casing  Casing with customised customer-specific printing pattern such as logos, trademarks and brands on one
or both sides.
 Drive brand awareness.

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7. BUSINESS OVERVIEW (cont’d)

7.2.3 Manufacturing and trading of flexible packaging materials

We are also involved in the manufacturing and trading of flexible packaging materials namely
packaging films and/or packaging bags. Our manufacturing capabilities include undertaking
double-sided gravure printing of up to eight (8) colours, dry lamination, curing and slitting. We
trade various types of flexible packaging materials involving more than eight (8) colours,
ultraviolet spot, paper or polyethylene laminating materials and special die-cut bags amongst
others. Our flexible packaging materials are generally targeted to food manufacturing
companies, personal care manufacturers and pet food manufacturers, amongst others.

Key flexible packaging materials offered by our Group are packaging films (rolled form), 3-side
seal bags, stand-up bags and gusset bags; as illustrated below: -

Product Description
Packaging film (rolled form)  A flexible thin plastic layer
(consisting of multiple film layers
normally produced through
extrusion) that is used for soft
packaging.
 Suitable for dry food packaging and
liquid applications. The rolled
flexible packaging film can be
loaded onto an automatic
packaging machine which will form
the packaging film into the desired
shape before it is filled with food or
liquid products, and then sealed.

3-side seal bag  A pouch (made of multi-layer


materials such as PP, PE and
usually aluminium foil) that is
sealed on 3 sides leaving 1 side
(top or bottom) open for the filling
of desired content.
 Optional features for 3-side seal
bag include hanger hole, press-to-
close zipper and tear notch.
 Suitable for various products such
as liquid, ground coffee, spices,
snack food, pet food.

Stand-up bag  A pouch (made of multi-layer


materials such as PP, PE and
usually aluminium foil) that is
capable of standing erect on its
bottom.
 Optional features for stand-up
pouch include re-sealable zipper,
track and spout.
 Suitable for solid, liquid or
powdered items.

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7. BUSINESS OVERVIEW (cont’d)

Product Description
Gusset bag  A pouch with extra materials on the
sides or bottom that expand which
allow for expansion of space
capacity and strengthened
structure.
 Suitable for bulk items such as nuts
and beads as well as bulky items
such as baked goods and produce.

As at the LPD and save for our business activities as stated above, we have not introduced any
significant products.

7.3 PRINCIPAL MARKETS

During the Financial Years Under Review, the revenue of our Group was derived from our food
processing and packaging machinery solutions business segment, trading of cellulose casings
business segment, and manufacturing and trading of flexible packaging materials business
segment; with the principal markets being Malaysia, Indonesia and the Philippines. Please refer
to Section 11.2.2(i) of this Prospectus for further details of the breakdown of our revenue for
the Financial Years Under Review.

7.4 REVENUE CONTRIBUTION BY BUSINESS SEGMENTS

Our Group recorded total revenue of approximately RM61.69 million, RM75.72 million,
RM89.11 million and RM122.12 million respectively for the Financial Years Under Review.
Analysis of our revenue by business segment is as follows: -

Audited
FYE 2020 FYE 2021 FYE 2022 FYE 2023
RM’000 % RM’000 % RM’000 % RM’000 %
Food processing and 50,985 82.65 60,731 80.21 72,569 81.43 100,537 82.33
packaging machinery
solutions

Trading of cellulose 6,854 11.11 9,737 12.86 11,902 13.36 14,558 11.92
casings

Manufacturing and 3,850 6.24 5,249 6.93 4,643 5.21 7,021 5.75
trading of flexible
packaging materials

Total 61,689 100.00 75,717 100.00 89,114 100.00 122,116 100.00

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7. BUSINESS OVERVIEW (cont’d)

Throughout the Financial Years Under Review, the food processing and packaging machinery
solutions segment represents the main revenue contributor to our Group. The segmental
revenue breakdown by geographical location is as follows: -

Food processing Manufacturing


and packaging and trading of
machinery Trading of flexible packaging
solutions cellulose casings materials Total Revenue
RM’000 % RM’000 % RM’000 % RM’000 %
FYE 2020
Malaysia 22,494 44.12 56 0.82 3,771 97.95 26,321 42.67

Foreign countries: -
Indonesia 4,539 8.90 6,798 99.18 - - 11,337 18.38
Philippines 17,465 34.26 - - - - 17,465 28.31
USA 1,523 2.99 - - - - 1,523 2.47
Myanmar 1,201 2.36 - - - - 1,201 1.95
Others(1) 3,763 7.37 - - 79 2.05 3,842 6.22
Subtotal 28,491 55.88 6,798 99.18 79 2.05 35,368 57.33
Total 50,985 100.00 6,854 100.00 3,850 100.00 61,689 100.00

FYE 2021
Malaysia 30,151 49.65 800 8.22 5,054 96.29 36,005 47.55

Foreign countries: -
Indonesia 11,709 19.28 8,937 91.78 - - 20,646 27.27
Philippines 12,131 19.97 - - - - 12,131 16.02
USA 648 1.07 - - - - 648 0.86
Myanmar 290 0.48 - - - - 290 0.38
Others(1) 5,802 9.55 - - 195 3.71 5,997 7.92
Subtotal 30,580 50.35 8,937 91.78 195 3.71 39,712 52.45
Total 60,731 100.00 9,737 100.00 5,249 100.00 75,717 100.00

FYE 2022
Malaysia 38,892 53.59 - - 4,525 97.46 43,417 48.72

Foreign countries: -
Indonesia 20,428 28.15 11,902 100.00 - - 32,330 36.28
Philippines 8,187 11.28 - - - - 8,187 9.19
USA 138 0.19 - - - - 138 0.15
Myanmar 12 0.02 - - 96 2.07 108 0.12
Others(1) 4,912 6.77 - - 22 0.47 4,934 5.54
Subtotal 33,677 46.41 11,902 100.00 118 2.54 45,697 51.28
Total 72,569 100.00 11,902 100.00 4,643 100.00 89,114 100.00

FYE 2023
Malaysia 32,523 32.35 - - 4,537 64.62 37,060 30.35

Foreign countries: -
Indonesia 16,964 16.87 14,558 100.00 - - 31,522 25.81
Philippines 43,681 43.45 - - - - 43,681 35.77
USA 120 0.12 - - - - 120 0.10
Algeria - - - - 2,040 29.06 2,040 1.67
Others(1) 7,249 7.21 - - 444 6.32 7,693 6.30
Subtotal 68,014 67.65 14,558 100.00 2,484 35.38 85,056 69.65
Total 100,537 100.00 14,558 100.00 7,021 100.00 122,116 100.00

Note: -
(1) Others consist of Australia, Bahrain, Brunei, Burundi, Canada, Chile, China, Egypt, France,
Germany, India, Italy, Kenya, Laos, Liberia, Malawi, Maldives, Mexico, Morocco, Netherlands,
New Zealand, Nigeria, Pakistan, Papua New Guinea, Portugal, Qatar, Saudi Arabia, Seychelles,
Singapore, Slovakia, South Africa, Sri Lanka, Sweden, Taiwan, Tanzania, Thailand, United Arab
Emirates, United Kingdom, Vietnam, Yemen and Zambia.

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7. BUSINESS OVERVIEW (cont’d)

7.5 BUSINESS PROCESSES

7.5.1 Provision of food processing and packaging machinery solutions

A general business process for the provision of food processing and packaging machinery
solutions to customers involves five (5) stages as follows: -

In general, the provision of food processing and packaging machinery solutions may require up
to six (6) months to complete depending on, amongst others, customers’ specifications and
requirements, site readiness, logistics arrangement and lead time, and the target delivery
schedule required by the customers.

Stage 1: Order enquiry

Our sales and marketing personnel will follow-up and engage with potential customers that
make enquiries to understand their requirements particularly in terms of types of solution and
machinery, specifications (including functional capability), budget range and quantity. We then
proceed to prepare and issue the price quotation or proforma invoice to the potential customers
and advise them on the estimated timing of delivery and/or installation. A sales contract will be
prepared for the customer and/or a purchase order shall be received from the customer.

Stage 2: Order confirmation

An order is confirmed after we receive the signed sales contract, proforma invoice or purchase
order from customers including deposit, if any. A sales order will be created, and all the relevant
departments involved will be notified and mobilised to fulfil the order.

Stage 3: Order fulfilment

Depending on the type of order involved, order fulfilment can be divided into two (2) different
natures namely stand-alone machinery and turnkey solutions as follows: -

(i) Standard solutions

We will retrieve the machinery that are already available in our warehouse, which could
be standard machinery sourced from external supplier(s) or internally-fabricated
machinery. If we do not have ready stock, we will proceed to place an order with the
supplier(s) or carry out the necessary fabrication works internally. Our suppliers
generally deliver our order based on the agreed upon terms and specifications.

We will conduct a factory acceptance test on the machinery prior to delivering them to
the customers’ premises to ensure that they are completed to the required quality and
meet all contractual specifications. The successfully tested machinery will be cleaned
and packed for delivery. A serial number will be generated and assigned to the
machinery.

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The machine(s) will be delivered to our local customers using our own lorry or by
engaging logistics service providers. There are also instances where our customers
will collect their orders from our premises based on ‘ex-factory’ prices and
arrangements. For overseas customers, the delivery arrangement will be based on the
terms agreed with the individual customers.

For the majority of the machine(s) that we purchase from overseas in relation to our
standard machinery solutions provided to foreign customers, we will request our
overseas suppliers to ship the relevant machines directly to the customers’ destination
port or designated location based on the terms agreed with customers. The customers
will then make arrangement for the clearance and/or transportation of the arriving
machines to their premises before further integration, assembly and installation at their
premises.

Depending on the specifications and complexity of customers’ orders as well as the


target delivery schedule, the internal manpower deployed by our Group for the
fabrication and installation works as well as testing and commissioning generally range
between two (2) and ten (10) persons.

(ii) Turnkey solutions

A sales order meeting will be organised to identify production requirements. A team of


mechanical engineers will be deployed to design parts and/or machine modifications
required to integrate machines. Purchase orders for all the required machinery,
equipment, parts and other inputs will be issued as needed.

We will then proceed to undertake the fabrication works internally. The fabricated parts
and components are subsequently assembled and put on a test run to ensure that the
machinery and/or integrated machinery work correctly.

After that, we will conduct a factory acceptance test on the machinery prior to delivering
them to the customers’ premises to ensure that the machines are completed as
required. The successfully tested machinery will be cleaned and packed for delivery.
A serial number will be generated and assigned to the machinery.

The machine(s) will be delivered to our local customers using our own lorry or by
engaging logistics service providers. For overseas customers, the delivery
arrangement will be based on the terms agreed with the individual customers.

For the majority of the machine(s) that we purchase from overseas in relation to our
turnkey solutions provided to foreign customers, we will request our overseas suppliers
to ship the customised machines directly to the customers’ destination port or
designated location based on the terms agreed with customers. The customers will
then make arrangement for the clearance and/or transportation of the arriving
machines to their premises before further integration, assembly and installation at their
premises.

Depending on the specifications and complexity of customers’ orders as well as the


target delivery schedule, the internal manpower deployed by our Group for the design,
fabrication and installation works as well as testing and commissioning generally range
between five (5) and twenty (20) persons.

Stage 4: Order completion

We will send a technical team to our local or overseas customers’ premises to undertake the
installation of the machinery there and perform commissioning as part of the sales contract or
if requested (which will be subject to additional charges). We will provide guidance to their
technical personnel in operating the machinery.

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7. BUSINESS OVERVIEW (cont’d)

The invoices are issued to our customers based on the billing schedule agreed, which vary on
a case-by-case basis. Depending on the size of order and location of the customer, different
credit and payment terms are being adopted. The normal credit terms granted to our customers
range from 0 to 180 days. A shorter credit term is being adopted for our overseas customers,
as compared to local customers. For larger size orders, we will generally request an advance
deposit (up to 50%) from our customers.

Stage 5: After sales services

We offer maintenance and repair services as well as warranty on parts and components to our
local or overseas customers for up to between twelve (12) months and eighteen (18) months
from the date of sign-off as part of the sales contract or if requested (which will be subject to
additional charges). Customers are charged for maintenance and repair service enquiries
outside of the warranty period and/or scope.

7.5.2 Trading of cellulose casings

In general, the order for trading of cellulose casings may be completed between one (1) to three
(3) months depending on, amongst others, customers’ specifications and requirements, volume
of order, production lead time, logistics arrangement and lead time, as well as the target delivery
schedule required by the customers.

Stage 1: Order enquiry

Our sales and marketing personnel will follow-up and engage with potential customers that
make enquiries to understand on their requirements particularly in terms of types of casings,
specifications, quantity, grade, ingredients, colour, length and calibre range. We then proceed
to prepare and issue the price quotations to the potential customers and advise them on the
estimated timing of delivery. A sales contract will be prepared for the customer and/or a
purchase order shall be received from the customer.

Stage 2: Order confirmation

An order is confirmed after we receive the signed sales contract, pro forma invoice or purchase
order from customer including deposit, if any. A sales order will be created, and all the relevant
departments involved will be notified and mobilised to fulfil the order.

Stage 3: Order fulfilment

We then proceed to place an order with the supplier. The supplier delivers our order based on
the agreed upon terms and specifications. We request the supplier to ship the ordered cellulose
casings directly to the customer’s destination port or designated destination based on terms
agreed with customer. The customer will make arrangement for the clearance and
transportation of the arriving goods to their premises in accordance with the agreed terms.

Stage 4: Order completion

Shipping documents such as packing list and commercial invoice will be issued to the
customer. Invoice will be issued in accordance with the agreed terms.

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7. BUSINESS OVERVIEW (cont’d)

7.5.3 Manufacturing and trading of flexible packaging materials

A general business process for manufacturing and trading of flexible packaging materials
involves four (4) stages as follows: -

In general, the order for flexible packaging materials may be completed between one (1) to two
(2) months depending on, amongst others, customers’ specifications and requirements, volume
of order, production lead time, logistics arrangement and lead time, as well as the target delivery
schedule required by the customers.

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Stage 1: Order enquiry

We will engage with potential customers to understand their requirements particularly in terms
of flexible packaging materials and/or packaging bags, budget range, specific functionality, size
and quantity. We then proceed to prepare and issue a price quotation to the potential customers
and advise them on the estimated timing of product delivery.

Stage 2: Order confirmation

An order is confirmed after we receive the signed sales contract or purchase order including
deposit, if any. A sales order will be created, and all the relevant departments involved will be
notified and mobilised to fulfil the order.

For packaging materials with specific graphic requirements, the customers will need to provide
us with the graphics through an Adobe Illustrator file. We will validate the Adobe Illustrator file
to ensure it meets the proper production requirements and create paper proofs (trial
impressions of the required graphics on paper), which will be sent to the customers for
approval.

Stage 3: Order fulfilment

Depending on the type of order involved, order fulfilment can be divided into two (2) different
natures namely trading and manufacturing as follows: -

(i) Trading

We will place an order with the supplier. Our suppliers generally deliver our order based
on the agreed upon terms and specifications.

After that, we will conduct a quality check on the flexible packaging materials received
prior to delivering them to the customers’ premises to ensure that they are completed
as required.

The goods will be delivered to our customers using our own lorry or by engaging
logistics service providers. There are also instances where our customers will collect
their orders from our premises based on ‘ex-factory’ prices and arrangements.

(ii) Manufacturing

(a) Cylinder graphic preparation

At the initial stage, the graphics used for the printing cylinders will be prepared
for customer confirmation. Once the graphics are confirmed, they will be used
to make the gravure printing cylinders.

(b) Ordering the gravure printing cylinders

An order of gravure cylinders will be placed with our supplier whereby the
supplier will engrave the graphics onto the printing cylinders. There will be one
(1) cylinder for each ink colour.

(c) Gravure printing

Our printing machine can undertake reverse gravure printing of up to eight (8)
colours and can print on packaging materials such as biaxially-oriented
polypropylene films, nylons or polyethylene terephthalate, depending on the
requirement of the customers. Gravure printing is an intaglio process in which
the graphic to be printed is engraved onto the printing cylinder capable of
retaining ink. The engraved graphics will pick up ink and transfer it onto the
packaging material layer by layer.

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7. BUSINESS OVERVIEW (cont’d)

(d) Lamination & curing

We will proceed to bind a thin layer of plastic or aluminium, also known as a


laminate, onto the resulting packaging materials to enhance the packaging
material depending on the requirements of the customer and the item to be
packed. After lamination, the rolls of packaging material will be cured in a
curing machine.

(e) Slitting & bag making

The printed and laminated packaging materials are slit to size based on
customers’ requirements and wound into rolled form. If the packaging
materials are required to be turned into packaging bags, we would outsource
this process to external parties.

(f) Quality checking

We will undertake quality checks on the final goods.

(g) Delivery to customers

The final packaging materials are packed and delivered to the customers. The
goods will be delivered to our customers using our own lorry or by engaging
logistics service providers. There are also instances where our customers will
collect their orders from our premises based on ‘ex-factory’ prices and
arrangements.

Stage 4: Order completion

For local customers, an invoice and delivery order will be issued upon receiving the
acknowledgement of receipt of goods.

For overseas customers, an invoice and packing list will be issued.

7.6 SALES AND MARKETING STRATEGIES

We have our own sales and marketing team and do not utilise any distribution channels in
Malaysia as we believe in offering personalised services to our customers as well as
approaching our targeted customers through face-to-face communications (personal visits). As
at the LPD, our sales and marketing team consists of 13 personnel. Our team of dedicated
sales and marketing personnel visit our existing and targeted customers from time to time to
drive sales, improve our business relationships, and gather feedback pertaining to our offerings
and their needs.

For key overseas markets, namely Indonesia and the Philippines, we engage the services of
external sales and marketing agents to drive sales. As at the LPD, we have one (1) agent each
for Indonesia (namely, PT Bestworld Perkasa) and the Philippines (namely, Radaire
Mechanical and Electrical Engineering Services) respectively. For the FYE 2023, sales to
customer identified by our agent in Indonesia and the Philippines amounted to RM7.07 million
and RM11.72 million respectively.

Besides offering personalised services and engaging the services of third-party sales agents,
our marketing approach and promotional strategies are implemented through various channels
as follows: -

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(i) Participation in local and international trade shows and/or exhibitions

We participate in local and international trade shows and exhibitions to promote our
products and solicit overseas-based customers and meet up with potential suppliers.
Examples of local and international trade show and/or exhibitions that we participated
in the past were the Interpack Dusseldorf in Germany (in 2014, 2017 and May 2023),
PACK EXPO International in USA (in 2012), PACK EXPO in USA (in 2014),
ALL4PACK Paris in France (in 2016), Manufacturing Surabaya in Indonesia (in 2016),
ProPak Vietnam (in 2017), Gulfood Manufacturing in United Arab Emirates (in 2018),
THAIFEX – World of Food Asia in Thailand (in 2018 and 2019), Malaysia International
Machinery Fair (in 2022 and July 2023) and ProPak Philippines (in February 2023 and
January 2024); some of which are as illustrated below:

Manufacturing Surabaya (2016) Interpack Dusseldorf (2017)

Malaysia International Machinery Fair (2022)

Malaysia International Machinery Fair (2023)

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7. BUSINESS OVERVIEW (cont’d)

Such participation also enables our Group to keep abreast with latest industry
developments, particularly on the competitive landscape of technological trends which
can help shape our business strategies.

(ii) Utilisation of online marketing platforms

As at the LPD, we maintain three (3) corporate websites namely https://www.epb.group,


https://www.easypack.com.my/ and https://www.bestworld.com.my/ that provides us
online visibility to existing and potential customers who want to know more about us and
our product offerings. This allows us to target a large pool of netizens and promote our
direct engagement with them. Our online marketing strategy also involves the use of
search engine optimisation services that drive unpaid traffic (which is derived from
various searches such as image and video searches, news searches and academic
searches instead of paying to the search engine providers). Besides that, we also have
social media presence on LinkedIn.

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7. BUSINESS OVERVIEW (cont’d)

7.7 MAJOR LICENCES AND PERMITS

Save as disclosed below, as at the LPD, there are no other major licences and permits held by or issued to our subsidiaries in order for our Group to carry out
our business operations: -

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
1. Seberang Perai City Account No. Licence for manufacturing of Effective Date Nil N/A
Council 51313811705 packaging machines at Plant 1 10 October 2023
- EP Machinery
Licence No. Date of Expiry
PRI/02/20221227/6898 31 December 2024

2. MITI Licence No. Licence for manufacturing of Effective Date i. Applicable site: PMT 1186, Jalan Perindustrian Complied
- EP Machinery A 021156 packaging machines and related 17 April 2017(1) Bukit Minyak 18, Taman Perindustrian Bukit
modules and components at Minyak, Penang Science Park, 14100 Simpang
Serial No. Plant 1 Ampat, Pulau Pinang, Malaysia (subject to the
A 035837 approval from the relevant state government
and the Department of Environment);

ii. The sales of EP Machinery’s shares must be Complied


notified to the MITI and MIDA;

iii. EP Machinery shall train Malaysians for Complied


technology transfer and expertise can be
channelled at all levels of the position; and

iv. EP Machinery shall implement its own projects Complied


as approved and in accordance with other laws
and regulations in place in Malaysia.

3. MOF Certificate No. Registration certificate for; Field Effective Date i. EP Machinery must submit all information within Noted
- EP Machinery K66032913053609116 Code 130102: Engineering 11 August 2023 the prescribed period when requested by the
equipment and production MOF;
Reference No. machines/machines, workshop Date of Expiry
357-02225805 equipment and production 8 October 2026 ii. EP Machinery must ensure that the fields and/or Complied
machines/special machines and areas that have been registered under this
equipment; 060501: chemicals, certificate do not overlap with the fields that have
chemical materials and lab been approved for any of the following
equipment, lab equipment with companies: -
accessories; and 130101:
engineering equipment and
production machines/machines,
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Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
workshop equipment and a. having similar proprietor or board of
production machines/machines directors/directors, management and
and workshop equipment. supporting employees; or

b. operate on the same premises.

iii. Newly registered companies are not allowed to Complied


make any changes to the members or directors
during the six (6) months’ period from the date
registered; and

iv. EP Machinery must submit an application for Noted


renewal of registration three (3) months before
the end of the registration period.

4. Department of Certificate No. Certificate of fitness for non- Effective Date Subject to the provisions of the Factories and Complied
Occupational Safety PMT-PP/23 138046 flammable pressure vessels 15 December 2023 Machinery Act 1967 and of any Regulations made
and Health under it and such other terms and conditions
- EP Machinery Date of Expiry specified in it.
6 March 2025

5. Ministry of Human Quota No. Conditional Approval on Effective Date i. Subject to the legislations below: - Complied
Resources KSM/FWCMS/BW4300 Employment of Foreign Workers 3 March 2023 a. Employment Act 1955;
- EP Machinery 00065 b. Minimum wages;
Date of Expiry c. Employees’ Minimum Standards of
Reference No. 4 September 2024 Housing, Accommodations and Amenities
KSM/100/2023/014904 Act 1990;
d. Employees’ Social Security Act 1969;
e. Other laws, legislations and regulations
relating to employment of foreign workers.

The foreign workers are allowed to work in category


of basis worker (“pekerjaan asas”) or operator only,
employment of foreign workers in management level
or as a manager are not allowed.

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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
6. Department of Certificate No. Certificate of Accommodation Effective Date i. Not to place more than twenty-four (24) people Complied
Labour Peninsular AC/10700/2022/0202 (“CoA”) for premise at No. 1391, 28 June 2022 in the accommodation;
Malaysia, Ministry of Jalan Wellesley, Sungai Bakap,
Human Resources Reference No. 14200 Sungai Jawi, Pulau Date of Expiry ii. Subject to the Employees Minimum Standards Complied
- EP Machinery PAC/10702/2022/62658 Pinang, Malaysia 28 June 2025 of Housing, Accommodations and Amenities
(Accommodation and Centralised
Accommodation) Regulations 2020;

iii. Rental or charge for this accommodation is free Complied


of charge for all employees;

iv. To report employee’s occupant in the Complied


accommodation within thirty (30) days from the
date of occupancy;

v. To report on the cessation of the operation of Noted


this accommodation at least thirty (30) days
before the date of cessation; and

vi. To exhibit this CoA at the external wall of the Complied


accommodation that is suitable and easy to be
identified.

7. Department of Certificate No. CoA for premise at No. 2681, Effective Date i. Not to place more than 1110 people in the Complied
Labour Peninsular AC/10700/2023/0036 Jalan Padang Lallang, 14000 4 April 2023 accommodation;
Malaysia, Ministry of Bukit Mertajam, Pulau Pinang,
Human Resources Reference No. Malaysia Date of Expiry ii. Subject to the Employees Minimum Standards Complied
- EP Machinery PAC/10702/2022/72684 4 April 2026 of Housing, Accommodations and Amenities
(Accommodation and Centralised
Accommodation) Regulations 2020;

iii. To report on the cessation of the operation of Noted


this accommodation at least thirty (30) days
before the date of cessation; and; and

iv. To exhibit this CoA at the external wall of the Complied


accommodation that is suitable and easy to be
identified.

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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
8. Royal Malaysian Reference No. Certificate of Registration under Effective Date Nil N/A
Customs P13-1808-28047968 Section 13 of Sales Tax Act 2018 From 1 September
Department 2018(2)
- EP Machinery

9. Board of Architects Serial No. Certificate of Completion and Effective Date Nil N/A
Malaysia LJM/PP/00043 Compliance for premise at PMT 27 October 2022(2)
- EP Machinery 1186, Jalan Perindustrian Bukit
Minyak 18, Taman Perindustrian
Bukit Minyak, Mukim 13, Daerah
Seberang Perai Tengah, Pulau
Pinang, Malaysia

10. Seberang Perai City Certificate No. Certificate of Completion and Effective Date Nil N/A
Council 50/I/2007 Compliance for premise at 964, 30 September
- EP Machinery Jalan Perindustrian Bukit Minyak 2005 and 21 March
6, Taman Perindustrian Bukit
Reference No. 2007(3)
Minyak, 14100 Simpang Ampat,
MPSP 40/30-143/47 Pulau Pinang, Malaysia

11. Malaysian Fire and Licence No. Fire Certificate for premise at Effective Date i. The licence holder shall not make any changes Complied
Rescue Department JBPM:PP/7/145/2023 Plant 1 19 August 2023 to the premises that would affect the adequacy of
- EP Machinery personal safety facilities. In the event the licence
Date of Expiry holder is planning to make any
18 August 2024(6) changes/modifications to the premises which are
related to the use of premises as stipulated in this
certificate, a notice shall be given to this
department together with relevant documents
evidencing such plans of modification.

ii. To submit an application for the renewal of the Noted


fire certificate, 30 days before the expiry date of
the fire certificate. If the renewal application is
made within 30 days before the expiry date of the
fire certificate, a late penalty of RM 100.00 will be
charged. If the renewal application is made after
the expiry date of the fire certificate, then the
application is not allowed and a new application
must be made.

iii. If the fire certificate is lost or destroyed, must Noted


within 14 days from the date of the loss or
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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
destruction notify the authority in writing about
the loss or destruction and apply for a
replacement certificate by submitting a fee of
RM50.00.

iv. The fire certificate shall be displayed in a Complied


conspicuous place in any part of the premises
and shall be available for inspection at any time.

12. Shah Alam City Account No. Licence for premise at No. 15, Effective Date Nil N/A
Council L0U1114420220014 Jalan Pengetua U1/32, Seksyen 28 June 2023
- EP Machinery KL U1, Hicom Glenmarie Industrial
Reference No. Park, 40150 Shah Alam,
Date of Expiry
MBSA/LSP/LS/600- Selangor, Malaysia
3/1/0254-22 14 July 2024(7)

13. Seberang Perai City Account No. Licence for printing packaging Effective Date Nil N/A
Council 51313813958 material for premise at No. 964, 10 October 2023
- EP Jalan Perindustrian Bukit Minyak
Manufacturing Licence No. 6, Taman Perindustrian Bukit Date of Expiry
PRI/02/20221227/8385 Minyak, 14100 Simpang Ampat, 31 December 2024
Pulau Pinang, Malaysia

14. Ministry of Home Serial No. Licence for printing machine Effective Date i. This licence must be displayed at easily visible Complied
Affairs A 051119 licence for premise at No. 964, From 1 August place at the premise where the printing machine
- EP Jalan Perindustrian Bukit Minyak 2022(4) is stored/used;
Manufacturing 6, Taman Perindustrian Bukit
Minyak, 14100 Simpang Ampat, ii. The address where the printing licence is stored Complied
Pulau Pinang, Malaysia or kept should not be changed unless the
approval from the Minister of Home Affairs has
been obtained;

iii. The licensee shall be fully responsible for all of Noted


its printed materials;

iv. Printing machines shall not be used to print any Complied


harmful publications or which may be harmful to
public order, morals, safety, relationships with
any foreign country or government, or which may
be contrary to any laws or otherwise is harmful or
may be harmful to the interests of public or
national interests.
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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
15. Department of Certificate No.: Certificate of fitness for non- Effective Date Subject to the provisions of the Factories and Complied
Occupational Safety PMT-PP/23 121743 flammable pressure vessels 18 May 2023 Machinery Act 1967 and of any Regulations made
and Health under it and such other terms and conditions
- EP Date of Expiry specified in it.
Manufacturing 16 August 2024(8)

16. Royal Malaysian Reference No. Certificate of Registration under Effective Date Nil N/A
Customs P13-1808-28086551 Section 13 of Sales Tax Act 2018 1 September
Department 2018(2)
- EP
Manufacturing

17. MITI Licence No. Licence for manufacturing of Effective Date i. Applicable site: No. 964, Jalan Perindustrian Complied
- EP A 025380 packaging film and packaging From 21 July Bukit Minyak 6, Taman Perindustrian Bukit
Manufacturing bag for premise at No. 964, Jalan 2023(1) Minyak, 14100 Simpang Ampat, Pulau Pinang,
Serial No. Perindustrian Bukit Minyak 6, Malaysia (subject to the approval from the
A 042106 Taman Perindustrian Bukit relevant state government);
Minyak, 14100 Simpang Ampat,
Pulau Pinang, Malaysia(5) ii. The sales of EP Manufacturing’s shares must Complied
be notified to the MITI and MIDA;

iii. EP Manufacturing shall train Malaysians for Complied


technology transfer and expertise can be
channelled at all levels of the position; and

iv. EP Manufacturing must adhere to the Capital Complied


Investment Per Employee at least
RM140,000.00.

v. At least 80% of the total workforce of EP Complied


Manufacturing must be Malaysians. The
employment of foreign workers shall be in
accordance with the policy in force at that time.

vi. EP Manufacturing must submit information


Noted
relating to the performance of investment and
implementation of project under the Industrial
Co-ordination Act 1975 and MIDA Act 1965, as
and when requested by MIDA. Failing to submit
the information above might result in EP
Manufacturing: -

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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
(a) commits an offence and liable to fine of not
more than RM 1,000.00 or imprisonment of not
more than 3 months or to both, and to be liable
to further fine of not more than RM500.00 for
each and every day of the continuing offence;
or

(b) commits an offence in the event EP


Manufacturing submit information or statement
that is false or confusing in details and can be
liable to a fine of not exceeding RM 2,000.00 or
imprisonment of not more than 6 months or to
both.

vii. EP Manufacturing shall implement its own Complied


projects as approved and in accordance with
other laws and regulations in place in Malaysia.

18. Seberang Perai City Account No. Licence for food processing Effective Date Nil N/A
Council 51312979953 machine manufacturing at No. 9 October 2023
- BW Engineering 964, Jalan Perindustrian Bukit
Licence No. Minyak 6, Taman Perindustrian Date of Expiry
PRI/02/20221220/2219 Bukit Minyak, 14100 Simpang 31 December 2024
Ampat, Pulau Pinang, Malaysia

19. Pulau Pinang State Licence No. Wholesaler's Poisons Licence Effective Date i. The licence holder is allowed to carry on the Noted
Health Department 011505 (Type B Licence) under Poisons 1 January 2024 regulated activity to import, store, and sell by
- BW Engineering Act 1952 wholesale such poisons (not being Group A
Registration No. Date of Expiry Poison) as specified as follows:
PB0034/2024 31 December 2024
1. Ammonia (5% and above) at No. 964, Jalan
Perindustrian Bukit Minyak 6, Taman
Perindustrian Bukit Minyak, 14100 Simpang
Ampat, Pulau Pinang, Malaysia only being
the premises on which any sale or use of the
poison may be affected, subject to the
provisions of the Poisons Act 1952 and of any
Regulations made under it and such other
terms and conditions specified in it;

ii. The licence holder shall only sell or supply the Complied
poison stipulated in the licence upon receipt of
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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
written signed order from the purchaser
wholesale of any poison shall not deliver it until
receipt of a written order in respect of such sale
signed by the purchaser and containing the name
and address of the purchaser, the date of the
sale, the name and quantity of the poison sold
and the purposes for which it is stated by the
purchaser to be required;

iii. The Licence Holder shall not import or conduct Complied


business as a broker or distributor agent save for
tender company and company which is
recognised by the supplier to be agent; and

iv. This licence shall be personal to the licensee Complied


named therein and shall not in any case, be
transferable to any non-licensee without the
approval from the state’s Licensing Officer, and
no licence shall authorize the sale of any poison
by any person other than the person named
therein or otherwise than under his personal
supervision.

20. Shah Alam City Account No. Industrial licence for premise at Effective Date Nil N/A
Council L0U1114420210019 No. 18, Jalan Pendidik U1/31, 19 April 2024
- BW Engineering Seksyen U1, Hicom Glenmarie
Reference No. Industrial Park, 40150 Shah Date of Expiry
MBSA/LSP/LS/600- Alam, Selangor, Malaysia 14 July 2025
3/1/0186
21. MITI Licence No. Licence for manufacturing of Effective Date i. Applicable site: No. 964, Jalan Perindustrian Bukit Complied
- BW Engineering A 024537 industrial refrigeration for premise From 20 April Minyak 6, Taman Perindustrian Bukit Minyak,
at No. 964, Jalan Perindustrian 2022(1) 14100 Simpang Ampat, Pulau Pinang, Malaysia
Serial No. Bukit Minyak 6, Taman (subject to the approval from the relevant state
A 040811 Perindustrian Bukit Minyak, government and the Department of Environment);
14100 Simpang Ampat, Pulau
Pinang, Malaysia ii. The sales of BW Engineering’s shares must be Complied
notified to the MITI and MIDA;

iii. BW Engineering shall train Malaysians for Complied


technology transfer and expertise can be
channelled at all levels of the position; and

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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
iv. BW Engineering must adhere to the Capital Complied
Investment Per Employee at least RM140,000.00.

v. At least 80% of the total workforce of BW Complied


Engineering must be Malaysians. The
employment of foreign workers shall be in
accordance with the policy in force at that time.

vi. BW Engineering must submit information relating Noted


to the performance of investment and
implementation of project under the Industrial Co-
ordination Act 1975 and MIDA Act 1965, as and
when requested by MIDA. Failing to submit the
information above might result in BW Engineering:
-

(a) commits an offence and liable to fine of not


more than RM 1,000.00 or imprisonment of
not more than 3 months or to both, and to be
liable to further fine of not more than
RM500.00 for each and every day of the
continuing offence; or

(b) commits an offence in the event BW


Engineering submit information or statement
that is false or confusing in details and can be
liable to a fine of not exceeding RM 2,000.00
or imprisonment of not more than 6 months
or to both.

vii. BW Engineering shall implement its own projects Complied


as approved and in accordance with other laws
and regulations in place in Malaysia

22. Royal Malaysian Reference No. Certificate of Registration under Effective Date Nil N/A
Customs P13-1808-28049172 Section 13 of Sales Tax Act 2018 From 1 September
Department 2018(2)
- BW Engineering

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7. BUSINESS OVERVIEW (cont’d)

Effective date/ Compliance


No. Issuing authority Licence Nature of licence Date of expiry Major conditions imposed status
23. Construction Registration No. Certificate of Registration under Effective Date Nil N/A
Industry 0120170825-PP002903 Part VI of the Construction 2 May 2024
Development Board Industry Development Board Act
- BW Engineering 1994 Date of Expiry
20 August 2027

24. Seberang Perai City Account No. Licence for warehousing at No. Effective Date Nil N/A
Council 540167298600892 19, Lorong Asas Jaya 19, 10 October 2023
- BW Engineering Kawasan Industri Ringan
Licence No. Asasjaya, 14000 Bukit Mertajam, Date of Expiry
PRI/02/20230106/2787 Pulau Pinang, Malaysia 31 December 2024

25. Seberang Perai City Account No. Licence as an investment holding Effective Date Nil N/A
Council 540169958546040 company at PMT 1186, Jalan 8 December 2023
- EPB Perindustrian Bukit Minyak 18,
Licence No. Taman Perindustrian Bukit Date of Expiry
PRI/01/20231208/0205 Minyak, Penang Science Park, 31 December 2024
14100 Simpang Ampat, Pulau
Pinang, Malaysia

26. Department of Certificate No. Certificate of fitness for non- Effective Date Subject to the provisions of the Factories and Complied
Occupational Safety PMT-PP/24 139516 flammable pressure vessels 11 January 2024 Machinery Act 1967 and of any Regulations made
and Health under it and such other terms and conditions
- EP Machinery Date of Expiry specified in it.
18 March 2025

Notes: -
(1) The licence remains valid until and unless it is being revoked under section 6 of the Industrial Co-ordination Act 1975.
(2) The licence is valid in perpetuity.
(3) The licence is valid in perpetuity and there are two (2) building plans involved.
(4) The licence remains valid until and unless it is being revoked under section 3 of the Printing Presses and Publications Act 1984.
(5) EP Manufacturing is exempted from a manufacturer’s licence to carry out “Packing Film” production activities and “Packaging Bag” as based on the audited financial statements
for FYE 2022, the shareholders’ funds of EP Manufacturing is less than RM2.5 million. EP Manufacturing has voluntarily applied for a manufacturing licence as its shareholders’
funds for FYE 2023 is expected to exceed the exemption provisions under the Industrial Coordination Act 1975 (Act 156). EP Manufacturing was issued a manufacturing licence
on 21 December 2023.
(6) The licence has been renewed on 20 June 2024 for the period from 19 August 2024 to 18 August 2025.
(7) The licence has been renewed on 11 June 2024 for the period from 15 July 2024 to 14 July 2025.
(8) The licence has been renewed on 14 June 2024 for the period from 17 August 2024 to 10 September 2025.
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7. BUSINESS OVERVIEW (cont’d)

7.8 BRAND NAME, TRADE MARK, LICENCE AGREEMENT AND TECHNICAL AGREEMENT

No. Type of Intellectual Trademark No./ Legal Status/Date of


Property Rights/ Registered Owner/Registered Registration No./ Legal Status/Expiry
Trademark/Article Name Issuing Authority Proprietor/Applicant Application No. Date Class
1. Trademark Intellectual Property EP Machinery Application No. Effective Date 7(1)
Corporation of 03004368 15 April 2003
Malaysia
Date of Expiry
15 April 2033

2. Trademark Intellectual Property EP Machinery Application No. Effective Date 7(2)


Corporation of 2018064558 25 July 2018
Malaysia
Date of Expiry
25 July 2028

3. Industrial Design Intellectual Property EP Machinery Application No. Effective Date 3100(3)
Corporation of MY 18-E0041-0101 17 January 2023
Coffee Machine Malaysia
Date of Expiry
2 February 2028

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7. BUSINESS OVERVIEW (cont’d)

No. Type of Intellectual Trademark No./ Legal Status/Date of


Property Rights/ Registered Owner/Registered Registration No./ Legal Status/Expiry
Trademark/Article Name Issuing Authority Proprietor/Applicant Application No. Date Class
4. Trademark Intellectual Property EPB Group Berhad Application No. Effective Date 36(4)
Corporation of TM2022028274 26 October 2022
Malaysia
Date of Expiry
26 October 2032

5. Trademark Intellectual Property EPB Group Berhad Application No. Date of Legal Status 36(5)
Corporation of TM2023037045(6) 17 January 2024
Malaysia

Notes: -
(1) Packaging machines; packaging machines for wrapping; packaging machines for gas flushing bags; packaging machines for gas flushing bags made from plastics
materials; packaging machines for sealing of bags; packaging machines for sealing of bags made from plastics materials; packaging machines for the evacuation of
bags and bags made from plastics materials; packaging apparatus; pack assembling machines; pack dispensing machines; pack emptying machines; pack opening
machines; packaging machines for goods with strips and wires; packing machines for packing goods with strips and wires; packing machines for tensioning goods
with strips and wires; packing machines for web rollers; packing machines using a hoop casing process.
(2) Packaging machines for food; machines for packaging; machines for manufacturing packaging materials; machines for processing foodstuffs; machines for producing
bags; beverage making machines; packaging machines for wrapping; machines for sealing packaging containers; vacuum packaging machines; electrical apparatus
for sealing plastics packaging; stretch-wrapping machines for applying plastics material to palletized loads; electric food preparation machines; automatic packing
machines for food; bottle capping machines for food and beverages; bottling machines; machines for the preparation of foodstuffs electric kitchen, other than cooking;
packing machines; machines for processing plastics; extruding machines; dispensing machines other than vending machines; combined wire strippers and cutters
machines.
(3)
Refers to the class of machines and appliances for preparing food or drink, not elsewhere specified (Note: Not including hand-operated utensils, instruments and
appliances for serving or preparing food or drink (Cl. 7)). Class 31-00 refers to ‘Machines and Appliances for Preparing Food or Drink, Not Elsewhere Specified’.
(4) Equity capital investment; financial investment; financial investment analysis and stock research; investment management services; investment portfolio management
services; investment trust services; investment trust management; stock investment management; capital investment; capital investment fund management; financial
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7. BUSINESS OVERVIEW (cont’d)

investment services in the fields of securities, mutual funds and portfolio management; international fund investment; investment of funds; portfolio management and
investment services; funding of product development.
(5) Asset and portfolio management; capital investment fund management; cash management; credit risk management; financial investment management; financial
management and planning; financial management of stocks; financial market risk management; financial portfolio management; financial trust management; funds
management; inflation risk management; investment management; management of assets; portfolio management and investment services; wealth management;
capital investment; financial investment; international fund investment; investment analysis; investment trust management; funding of product development;
management of mutual funds.
(6) As at the LPD, the application is under substantive examination by the Intellectual Property Corporation of Malaysia, and has not been formally registered and/or
gazetted. Upon registration, our Group intends to use this trademark as the primary corporate logo in its efforts to promote a unified corporate identity for our Group.

Our Group’s business and profitability are not dependent on the intellectual properties listed above. Save and except for item no. 5 above which is pending
substantive examination by the Intellectual Property Corporation of Malaysia, the above intellectual properties have been registered with the Intellectual
Property Corporation of Malaysia to protect the intellectual property rights of our Group.

7.9 DEPENDENCY ON CONTRACTS, ARRANGEMENTS, LICENCES AND PATENTS

As at the LPD, save for the major licences and permits as set out in Section 7.7 of this Prospectus, our Group is not dependent on any other
contracts/arrangements/licences/patents.

[The rest of this page has been intentionally left blank]

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7. BUSINESS OVERVIEW (cont’d)

7.10 PROPERTY, PLANT AND EQUIPMENT

7.10.1 Properties owned by our Group

As at the LPD, the details of the property owned by our Group are as follows: -

Date of Sale Group audited


Registered/ Tenure of Approximate Land/ and NBV as at 31
Beneficial Description/ Property/Date of Built-up Area Date of Purchase December 2023
Owner Title/Address Existing Use Expiry of Lease (Sq Ft) CF/CCC Agreement (RM’000) Encumbrance
EP Machinery Title Single-storey A lease of sixty (60) 85,401/61,250 27 October 28 June 2013 7,267 A charge in favour of
PN11089 factory with years expiring on 7 2022 RHB Bank Berhad
(previously known three-storey July 2074 created on 24
as HSD 61425), office/ December 2014 with
Mukim 13, Lot Industrial use registration number
20457, Seberang and office 0799SC2014047477
Perai Tengah,
Pulau Pinang,
Malaysia

Address
PMT 1186, Jalan
Perindustrian Bukit
Minyak 18, Taman
Perindustrian Bukit
Minyak, Penang
Science Park,
14100 Simpang
Ampat, Pulau
Pinang, Malaysia

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7. BUSINESS OVERVIEW (cont’d)

Group audited
Registered/ Tenure of Approximate Land/ Date of Sale NBV as at 31
Beneficial Description/ Property/Date of Built-up Area Date of and Purchase December 2023
Owner Title/Address Existing Use Expiry of Lease (Sq Ft) CF/CCC Agreement (RM’000) Encumbrance
EP Machinery Title Single-storey A lease of sixty (60) 43,562/24,038 25 May 22 August 4,493 i. A charge in favour of
PN7228 (previously factory with years expiring on 15 2007 2005 EON Bank Berhad
known as HSD two (2)-storey May 2068 created on 16
55919), Mukim 13, office/ December 2009 with
Lot.6616, Seberang Industrial use registration number
Perai Tengah, and office 0799SC2009047934
Pulau Pinang,
Malaysia ii. A charge in favour of
EON Bank Berhad
Address created on 16th
No. 964 Jalan December 2009 with
Perindustrian Bukit registration number
Minyak 6, Taman 0799SC2009047935
Perindustrian Bukit
Minyak, 14100 iii. A charge in favour of
Simpang Ampat, EON Bank Berhad
Pulau Pinang, created on 16th
Malaysia December 2009 with
registration number
0799SC2009047936

iv. A charge in favour of


EON Bank Berhad
created on 3rd August
2010 with registration
number
0799SC2010026758

v. A charge in favour of
Hong Leong Islamic
Bank Berhad created
on 25th March 2019
with registration
number
0799SC2019007894
Total 11,760

As at the LPD, our Board confirms that we have complied with all regulatory requirements and have not experienced any environmental issues which may
materially affect our Group’s operation and utilisation of the properties owned by our Group as set out above.
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7. BUSINESS OVERVIEW (cont’d)

7.10.2 Properties rented by our Group

Approximate Land/ Annual


Description/ Tenure of Property/ Date of CF/ Built-up Area Rental
Landlord/Tenant Title/Address Existing Use Date of Expiry of Lease CCC (Sq Ft) (RM)
Harvinder Singh Address One and half (1½)- 1 August 2023 – 31 July 2026 10 July 1997 3,897/4,988 66,000
A/L Daya Singh/ No. 18, Jalan Pendidik U1/31, Seksyen storey factory/ Office, (with option to renew for a further
BW Engineering U1, Hicom Glenmarie Industrial Park, machinery assembly (3) years)
40150 Shah Alam, Selangor Darul and storage
Ehsan, Malaysia

Koid Aik Cheaw/ Address One and half (1½)- 1 August 2022 – 31 July 2024 5 January 7,976/2,482 72,000
BW Engineering No. 19, Lorong Asas Jaya 19, Kawasan storey building/ (with an option to renew for 2016
Industrial Ringan Asas Jaya, 14000 Commercial use another one (1) year)
Bukit Mertajam, Pulau Pinang, Malaysia
1 August 2024 – 31 July 2026 79,200
(with an option to renew for
another one (1) year)

Lim Jun Wei/ Address Two (2)-storey 1 May 2024 – 30 April 2025 5 May 2016 1,399/2,360 12,000
EP Machinery No. 37, Lorong Lembah Indah 4, Taman terrace house/ (with an option to renew for
Lembah Indah, 14100 Simpang Ampat, Temporary employee another one (1) year)
Pulau Pinang, Malaysia accommodation

Universal Best Address Hostel/ Female 1 May 2023 – 30 October 2024 26 12,240/6,800 4,745
Sdn. Bhd./ No. 2681, Jalan Padang Lallang, 14000 foreign worker September
EP Machinery Bukit Mertajam, Pulau Pinang, Malaysia accommodation 2016

Universal Best Address Hostel/ Male foreign 19 January 2024 – 18 July 2024 26 12,240/6,800 7,020(2)
Sdn. Bhd./ No. 2681, Jalan Padang Lallang, 14000 worker September
EP Machinery Bukit Mertajam, Pulau Pinang, Malaysia accommodation 18 July 2024 – 17 July 2025 2016 14,235

Yeoh Chee Min/ Address One and half (1½)- 1 July 2022 – 30 June 2024 10 July 1997 3,305/3,784 66,000
EP Machinery KL No. 15, Jalan Pengetua U1/32, Seksyen storey factory/ Office,
U1, Hicom Glenmarie Industrial Park, machinery assembly 1 July 2024 – 30 June 2025 66,000
40150 Shah Alam, Selangor Darul and storage
Ehsan, Malaysia

Yeoh Chee Min/ Address Two (2)-storey 1 January 2021 – 31 December 17 6,426/1,986 24,000
EP Machinery No. 1391, Jalan Wellesley, Sungai Jawi, bungalow/ Male 2024 September
14200 Sungai Jawi, Pulau Pinang, foreign worker 2002
Malaysia accommodation

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Approximate Land/ Annual


Description/ Tenure of Property/ Date of CF/ Built-up Area Rental
Landlord/Tenant Title/Address Existing Use Date of Expiry of Lease CCC (Sq Ft) (RM)
Hans Advisory & Address Office tower/ Office 1 December 2023 – 30 November 23 June 484,484/26.25(1) 6,000
Trust Co. Ltd./ Room 07, Lot C12, 1st Floor, Podium 2024 1997
BW Perkasa Level, Financial Park, Jalan Merdeka,
Labuan 87000 Labuan F.T., Malaysia.

Notes: -
(1) The office rented is a co-working space and the built-up area refers to the area currently occupied by our Group.
(2) The tenure of the tenancy is for a period of six (6) months only. Hence, the amount provided is the total rental for six (6) months.

As at the LPD, our Board confirms that we are not in breach of any of the relevant land rules and building regulations governing the properties occupied by
our Group as set out above.

7.10.3 Material plant and equipment

As at 31 December 2023, our material plant and equipment are as follows: -

NBV as at 31
Average useful Approximate December 2023
Machinery and equipment Functions No. of units lifespan (years) age (years) (RM’000)
Gravure printing machine(1) Gravure (printing) of cylinder 1 10 6 359
CNC machine(2) Milling and lathing metal or plastic parts 3 10 3-4 328
Laminating Machine(1) Laminating of packaging materials 1 10 6 246
Fiber laser cutting machine(2) Laser cutting of sheet metal 1 10 3 198
Rewinding machine(1) Rewinding on films 1 10 7 43

Notes: -
(1) Used in our manufacturing and trading of flexible packaging materials business segment.
(2) Used in our food processing and packaging machinery solutions business segment.

Based on our accounting policy, the estimated useful life of our machinery is 10 years. Please refer to Note 2.5 of Section 12 of this Prospectus for further
details on the estimated useful life of our machinery and equipment.

Our policy is to use our machinery and equipment for at least the duration of their estimated useful life. Thereafter, we would consider the ongoing cost of
repair and maintenance relative to the costs and benefits of the new machinery and equipment.

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7.10.4 Operating capacities and utilisation rate

Our Group’s maximum yearly production capacity and utilisation rates for the manufacture of flexible packaging materials are set out as follows: -

For our flexible packaging materials business segment, we have the capacity to print flexible packaging materials for up to 9,504,000 metres in length per
annum. For illustration purpose, we calculate our maximum production capacity for the printing of flexible packaging materials based on the following formula:

Maximum Total Total


printing operating working Production
length per minutes days per capacity
minute per day annum

9,504,000
metres of
360
110 metres 240 days printed
minutes
length per
annum

Parameters Details

 Maximum printing length per minute  The maximum length of flexible packaging material that can be printed by our machine in a minute.

 Total operating minutes per day  Our production employees work for 6 hours in a day after excluding 2 hours of break time for lunch and prayer. As
such, the total operating minutes per day is derived from multiplying 60 minutes with 6 (hours).

 Total working days per annum  Our production employees work for 5 days in a week and based on around 4 weeks in a month and 12 months in a
year, total working days per annum is equivalent to multiplying 5 days with 4 (weeks) with 12 (months).

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For the FYE 2023, we achieved an annual production capacity utilisation rate of 20.40% for the printing of flexible packaging materials.

Other than the flexible packaging materials business segment, our Group are also involved in two (2) other business segments namely the food processing
and packaging machinery solutions and trading of cellulose casings. Conventional measures of production capacity and utilisation rate are not relevant and
cannot be applied to the activities for the two (2) other business segments due to their respective nature of business.

The main factors which may impact production/limit the delivery of food processing and packaging machinery solutions to our customers are as follows: -

(i) Availability of floor space required for fabrication and assembly works

The products supplied under our food processing and packaging machinery solutions business segment come in various sizes and scale depending
on the complexity of design and customer’s specifications and requirements. Our integrated and automated food processing and packaging lines
provided under the turnkey solutions are usually larger and more complex in nature in terms of scale and design, and in turn utilises more floor space
and requires a longer lead time; as compared to standard-alone machinery provided under the standard solutions. There will be a need to increase
the floor space designated for fabrication and assembly activities to cater for our business strategies and future plans as set out in Section 7.20 of this
Prospectus.

(ii) Manpower and machinery capacity and capability

The output of food processing and packaging machinery solutions offered by us is dependent on the size and technical expertise of our engineering
and production team. They play critical role in the initial design and conceptualisation, assembly and configuration, integration, installation and provision
of after sales technical support. As at the LPD, we have a total of 87 engineers, technical and supervisory personnel and production staff. Furthermore,
the output and type of our solutions offering are also dependent on the machineries used in our fabrication activities, particularly the CNC and laser
cutting machines. As at the LPD, we own three (3) units of CNC machines and one (1) unit of laser cutting machine that are used for the fabrication of
necessary metal and plastic components under our food processing and packaging machinery solutions business segment. There will be a need to
employ more professionals in relation to the food processing and packaging machinery solutions business segment and enhance the machinery used
for fabrication and assembly activities to cater for our business strategies and future plans as set out in Section 7.20 of this Prospectus.

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7. BUSINESS OVERVIEW (cont’d)

7.10.5 Regulatory requirements and environmental issue

As at the LPD, our Group is in compliance in respect of all relevant laws, regulations, rules or
requirements governing the conduct of our Group’s business and environmental issue which
may materially affect our Group’s business or operations.

We set out below, an overview of the relevant laws and regulatory requirements governing the
conduct of our business and environmental issue, which may materially affect our Group’s
business or operations: -

(i) Employees’ Minimum Standards of Housing, Accommodations and Amenities


Act 1990

Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990


(“EMSHAA”) establishes the minimum housing, nurseries and accommodation criteria
for employees (and their dependents, if applicable) as well as health, hospital, medical
and social amenities to be provided by the employers to their employees.

Section 24F of the EMSHAA provides that an employer or a centralised


accommodation provider is required to ensure that every accommodation provided for
employees complies with the minimum standards required under the EMSHAA or
regulations made thereunder. The requirements include minimum living space
standards and a minimum bathroom-to-employee ratio in the workers’ accommodation.

Section 24D(1) of the EMSHAA also provides that no accommodation shall be provided
(whether as an employer or as a centralised accommodation provider) to an employee
unless certified with a CoA from the Director General of Labour, failing which the
employer will be liable to a fine not exceeding RM50,000.00 upon conviction.

In compliance with the EMSHAA, our Group has obtained a CoA dated 28 June 2022
for accommodation at 1391, Jalan Wellesley Sungai Jawi, 14200 Sungai Jawi, Pulau
Pinang for a period of three (3) years up to 28 June 2025. A CoA dated 4 April 2023
for accommodation at No. 2681, Jalan Padang Lallang, 14000 Bukit Mertajam, Pulau
Pinang occupied by our Group’s employees has also been obtained by Universal Best
Sdn Bhd (being the centralised accommodation provider) for a period of three (3) years
up to 4 April 2026.

(ii) Environmental Quality Act 1974

Environmental Quality Act 1974 (“EQA”) governs the enforcement of waste disposal
and regulates the prevention, abatement, control of pollution and enhancement of the
environment.

The EQA regulates the deposit, discharge or disposal of any scheduled wastes on land
or into Malaysian waters; receiving or sending, or causing or permitting to be received
or sent any scheduled wastes in or out of Malaysia; or transiting or causing or permitting
the transit of scheduled wastes. Section 29(2) of the EQA provides that any person
who fails to comply with the relevant requirements shall be guilty of an offence and
shall on conviction, be liable to a fine not exceeding RM50,000.00 or to imprisonment
for a period not exceeding 5 years or to both.

The EQA further provides that where an offence against the EQA or any regulations
made thereunder has been committed by a company, firm, society or other body of
persons, any person who at the time of committing the offence is a director, chief
executive officer, manager, or other similar officer or a partner of the company, firm,
society or other body of persons or was purporting to act in such capacity shall be
deemed to be guilty of that offence unless he proves that the offence was committed
without his consent or connivance and that he has exercised all such diligence as to
prevent committing the offence as he ought to have exercised having regard to the
nature of his functions in that capacity and to all the circumstances.

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As at the LPD, our Group has the necessary licences/permits and/or has engaged the
relevant licence holder to carry out the disposal of wastes. The said licences/permits
are set out in Section 7.7 of this Prospectus.

(iii) Factories and Machinery Act 1967

The Factories and Machinery Act 1967 (“FMA”) governs matters relating to the
registration and inspection of machinery as well as safety, health and welfare of person.

Section 19(1) of the FMA provides that no person shall operate or cause or permit to
be operated any machinery unless with a valid certificate of fitness issues under the
FMA. Any person who fails to obtain a certificate of fitness for the operation of
machinery shall be guilty of an offence and shall on conviction, be liable to a fine not
exceeding RM 150,000.00 or to imprisonment for a term not exceeding 3 years or to
both.

As at LPD, our Group has the necessary licences/permits to operate machineries. The
said licences/permits are set out in Section 7.7 of this Prospectus.

(iv) Local Government Act 1976

The Local Government Act 1976 (“LGA”) and the by-laws of the respective local
councils and authorities set out the requirements to obtain business and signage
licences.

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 therefore.
Pursuant to LGA, a person who fails to exhibit or produce his licence on the licensed
premises shall be liable to a fine not exceeding RM500.00 or to imprisonment for a
term not exceeding 6 months or to both.

As our business premises are located in Penang and Selangor, we come under the
jurisdiction of the Seberang Perai City Council and Shah Alam City Council.

As at the LPD, our Group holds and maintains valid business premises licences for all
our operating business premises as set out in Section 7.7 of this Prospectus.

(v) Occupational Safety and Health Act 1994

The Occupational Safety and Health Act 1994 (“OSHA”) regulates the safety, health
and welfare of persons at workplace, protecting others against the risks to safety or
health in connection with the activities of persons at workplace.

It is the duty of the employer to ensure, so far as practicable, the safety, health and
welfare at work of all his employees, which includes the maintenance of plant and
system of work that are safe and without risks to health, the provision of information,
instruction, training and supervision that are necessary at work, and the maintenance
of working environment as a whole, so as to ensure the adequacy of facilities at work
in terms of safety, health and welfare of the employees.

As at the LPD, our Group is in compliance with the OSHA and is not subject to any
pending investigation by the National Council for Occupational Safety and Health.

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(vi) Sales Tax Act 2018

Sales Tax Act 2018 (“STA”) governs the imposition and collection of sales tax, and for
matters connected therewith.

Pursuant to the STA, the term “manufacturer” means a person who engages in the
manufacture of goods and the term “manufacture” means, in relation to goods other
than petroleum, the conversion by manual or mechanical means of organic or inorganic
materials into a new product by changing the size, shape, composition, nature or quality
of such materials and includes the assembly of parts into a piece of machinery or other
products, but does not include the installation of machinery or equipment for the
purpose of construction.

Any manufacturer who is under a duty to register shall apply to the Director General of
Customs and Excise for registration as a registered manufacturer. Failure to register
commits an offence and shall, on conviction, be liable to a fine not exceeding
RM30,000.00 or to imprisonment for a term not exceeding 2 years or to both.

As at the LPD, our Group holds the Certificate of Registration under Section 13 of STA
2018 as set out in Section 7.7 of this Prospectus.

(vii) Street, Drainage and Building Act 1974

Street, Drainage and Building Act 1974 (“SDBA”) and the by-laws enacted by the
relevant state government govern the matters relating to street, drainage and building
in local authority areas in Peninsular Malaysia.

The SDBA was implemented by the local authorities of Peninsular Malaysia and it
stipulates that every building or part of a building must have a Certificate of Completion
and Compliance (“CCC”) before it may be occupied.

Under the Uniform Building By-Laws 1984 (“UBBL”) which was issued pursuant to the
SDBA, a CCC will only be issued by the local authority upon receipt of certification in
relevant forms by a qualified person i.e. an architect, registered building draughtsman
or engineer.

To the best of their knowledge, a qualified person must be satisfied that: (i) the relevant
building has been constructed in accordance to UBBL; (ii) any conditions imposed by
the local authority have been satisfied; (iii) all essential services have been provided;
and (iv) responsibilities have been accepted for the portions that are being concerned
with.

Pursuant to the SDBA, a person who occupies a premise without a CCC is subject to
a fine of up to RM250,000.00 or to imprisonment for a term of up to 10 years, or to both.

As at the LPD, our owned properties have a record of validly obtained CCC.

The above summary does not purport to be an exhaustive description of all laws and regulations
of which our Group is subject to. For information purposes, some other common laws and
regulatory requirements governing the conduct of our business and environmental issue are as
follows: -

(i) Bank Negara Malaysia (“BNM”) Notices on Foreign Exchange Policy which set out the
approvals of the BNM for transactions which otherwise are prohibited under section
214(2) read together with schedule 14 of the Financial Services Act 2013 and section
225(2) read together with schedule 14 of the Islamic Financial Services Act 2013; and
requirements, restrictions and conditions of the approvals aforementioned;

(ii) Customs Act 1967 and regulations made thereunder provide for the procedures and
measures applied by officers of customs before the release of goods and the customs
duty leviable thereon;
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(iii) Companies Act 2016 which provides for the registration, administration and dissolution
of companies and corporations and to provide for related matters thereon;

(iv) Employees’ Social Security Act 1969;

(v) Employment Act 1955 governing employment laws in Peninsular Malaysia;

(vi) Employment Insurance System Act 2017 which provides for the Employment Insurance
System administered by the Social Security Organization to provide certain benefits
and a re-employment placement programme for insured persons in the event of loss of
employment which will promote active labour market policies, and for matters
connected therewith;

(vii) Employees Provident Fund Act 1991 which provides for the law relating to a scheme
of savings for employees’ retirement and the management of savings for retirement
purposes and matters incidental thereto;

(viii) Industrial Relations Act 1967 which provides for the regulation of the relations between
employers and workmen and their trade unions and the prevention and settlement of
any differences or disputes arising from their relationship and generally to deal with
trade disputes and matters arising therefrom;

(ix) Immigration Act 1959/63 which governs the admission and departure from Malaysia;

(x) Labuan Companies Act 1990 which provides for the incorporation, registration and
administration of Labuan companies and foreign Labuan companies and for matters
connected therewith;

(xi) Income Tax Act 1967 and the prevailing taxation policies in Malaysia;

(xii) National Land Code 1965 governing the administration of land matters in Peninsular
Malaysia;

(xiii) Passports Act 1966 which regulates the possession and production of travel
documents by persons entering or leaving Malaysia and matters connected therewith;

(xiv) Poison Act 1952 which regulates the import, possession, manufacture, compounding,
storage, transportation, sale and use of poisons;

(xv) Sale of Goods Act 1957 governing the sale of goods;

(xvi) Service Tax Act 2018 which governs the imposition and collection of service tax, and
for matters connected therewith; and

(xvii) Town and Country Planning Act 1976 which regulates the planning of development and
use of all lands and buildings within the area of every local authority in Peninsular
Malaysia.

Save as disclosed below, as at the date of the registration of this Prospectus, there are no other
regulatory audits or inspections by regulatory authorities: -

(a) BW Engineering

• The company has received a letter dated 18 January 2024 from the Inland
Revenue Board of Malaysia (“IRB”) in relation to the request for documentation
under “Kaedah-Kaedah Cukai Pendapatan (Potongan Daripada Saraan) 1994”
for years 2020 and 2021 pertaining to the monthly tax deduction from salary of
employees. The relevant documents have been submitted on 21 February 2024.
On 27 March 2024, IRB had informed BW Engineering that based on its review,
the company did not fully comply with “Kaedah-Kaedah Cukai Pendapatan
(Potongan Daripada Saraan) 1994” in respect of its calculation on the monthly tax
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deduction from salary of employees for year 2021. Hence, the company was
compounded RM200. The company has paid the compound of RM200 on 3 April
2024. Based on the above, the matter is deemed closed.

• The company has received a letter from the IRB dated 9 May 2023 requesting for
some documents for the years of assessment 2019, 2020 and 2021 due to a
routine audit by the IRB. The company has submitted the relevant documents to
the IRB on 29 May 2023. On 21 June 2024, the company received a letter from
the IRB requesting for additional documents for IRB’s further review. The
company is in the midst of preparing the relevant documents to be submitted to
the IRB. As at the date of the registration of this Prospectus, the company is still
pending the clearance from the IRB.

(b) BW Perkasa Labuan

The company has received a letter dated 3 November 2022 from the IRB in relation to
the request for documentation under “Kaedah-Kaedah Cukai Pendapatan (Potongan
Daripada Saraan) 1994” for years 2019 and 2020 pertaining to the monthly tax
deduction from salary of employees. The documents were submitted to IRB on 17
Novermber 2022 and 1 December 2022 respectively, however, on 29 February 2024,
the Company received a notice from the IRB (dated 15 February 2024) that it did not
receive any feedback on the documentation requested earlier. The company had
subsequently re-submitted the documents to the IRB and on 15 March 2024, the IRB
had acknowledged receipt of the relevant documents. The IRB had, vide its letter dated
29 April 2024, informed that based on the audit review for years 2019 and 2020
pertaining to the monthly tax deduction from salary of employees pursuant to Section
107 of the Income Tax Act 1967, the IRB has concluded that BW Perkasa Labuan has
complied with the rules under “Kaedah-Kaedah Cukai Pendapatan (Potongan
Daripada Saraan) 1994”. Based on the above, the matter is deemed closed.

(c) EP Machinery

The company has received a letter from the Royal Malaysian Customs Department
(“RMCD”) dated 12 September 2023 requesting for some documents/records for audit
purposes. The RMCD had, vide its letter dated 2 January 2024, informed that based on
the audit assessment period from November 2022 up to October 2023, they have
concluded that the accounts for EP Machinery have been maintained in a neat and
orderly manner. Based on the above, the matter is deemed closed.

(d) EP Machinery KL

• The company has received a letter dated 18 July 2022 from the IRB in relation to
the request for documentation under “Kaedah-Kaedah Cukai Pendapatan
(Potongan Daripada Saraan) 1994” for years 2019 and 2020 pertaining to the
monthly tax deduction from salary of employees. On 29 August 2022, IRB had
informed EP Machinery KL that based on its review, the company did not fully
comply with “Kaedah-Kaedah Cukai Pendapatan (Potongan Daripada Saraan)
1994” in respect of its calculation on the monthly tax deduction from salary of
employees for years 2019 and 2020. Hence, the company was compounded a
total of RM1,840.66 (comprising RM1,640.66 for year 2019 and RM200 for year
2020 respectively). There were several correspondence pertaining to the
computation and an appeal was sought for the payment. On 30 January 2024,
IRB informed that the appeal was not granted and the compound shall be settled
before 13 February 2024. The company has paid the compound of RM1,840.66
on 9 February 2024. Based on the above, the matter is deemed closed.

• The company has received emails dated 14 May 2024 and 16 May 2024
respectively from the RMCD in relation to the request for documentation under
Section 62 of Sales Tax Act 2018 in respect of the sales tax exemption granted
by the RMCD. The documents were submitted to the RMCD on 17 May 2024. On
27 May 2024, RMCD had informed EP Machinery KL that the company has
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complied with the relevant conditions. Based on the above, the matter is deemed
closed.

(e) EP Manufacturing

The company has received an email from RMCD on 2 January 2024, requesting the
company to submit its “Laporan CJ(P) Jadual C-01/02/03 (namely, Laporan
Pembelian/Pengimportan dan Penggunaan Barang-Barang Yang Diberi Pengecualian)”
for years 2022 and 2023. The company has submitted the relevant reports (Laporan
CJ(P) Jadual C-01 and C-03) to RMCD on 5 January 2024 and no subsequent request
was received from RMCD thereafter. The matter is pending conclusion/clearance from
the RMCD as at the date of the registration of this Prospectus.

7.10.6 Environmental, social and governance practice

We are committed to adopt environmental, social and governance practices to ensure


environmentally responsible operations, a conducive workplace for employees and a high
standard of corporate governance, to create durable and sustainable value and maintain
confidence of our stakeholders.

(i) Environmental

We believe in preserving and caring for the environment. We have adopted the
utilisation of green energy through installation of rooftop solar power systems at Plant
1. As set out in Section 6.6(i) of this Prospectus, our Group has entered into a solar
power purchase agreement on 2 June 2021 with Yongyang Sdn. Bhd. for the supply
and purchase of solar energy to be generated by the solar photovoltaic (PV) system
installed at the Plant 1. The PV system commenced in June 2022. Based on the total
electricity cost consumption at Plant 1 for the period from July 2022 to December 2022,
the total electricity cost during the period vis-a-vis the previous comparative period from
July 2021 to December 2021 had reduced by 24.56%.

(ii) Social

We have established an occupational safety and health in accordance with the


Occupational Safety and Health Act 1994 by maintaining a safe, healthy and conducive
working environment for our employees.

Our employees have equal opportunities for career advancement based on merit,
performance, experience and academic qualification regardless of ethnicity and gender.
As at the LPD, our 157 total employees comprising 104 male and 53 female employees
and where 43 employees (or 27.39%) are of Malay ethnicity, 68 employees (or 43.31%)
are of Chinese ethnicity, 6 employees (or 3.82%) are of Indian ethnicity, and the
remaining 40 employees (or 25.48%) are from other ethnicities.

(iii) Governance

We are committed to achieving and sustaining high standards of corporate governance


and in compliance with all relevant laws and regulations as disclosed in Section 7.10.5
of this Prospectus. As at the LPD and save as disclosed below, there are no departures
from the recommendations of the MCCG: -

(a) Under practice 5.9, it is recommended that the Board comprises 30% women
directors.

As at the LPD, our Group has one (1) woman director out of seven (7) Directors,
which constitutes 14.29% of the women directors on our Board.

Our Board recognises the importance of diversity in our Board composition and
will consider having more women directors. However, our Board takes
cognisance that it may take time for our Company to appoint suitable
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candidates which possess the relevant industry experience and are able to
contribute to our Board while bringing a diverse perspective. In this regard, our
Board expects that the identification process may take a considerable amount
of time and hence will endeavours to look for additional women directors within
twenty-four (24) months after our Listing, or within any period so prescribed in
the Listing Requirements from time to time, whichever is earlier.

In addition, we have in place policies and procedures to promote and maintain


compliance with the Malaysian Anti-Corruption Commission Act 2009 and the
Whistleblower Protection Act 2010. We have established and adopted the Anti-Bribery
and Corruption Policy in compliance with the Malaysian Anti-Corruption Commission
Act 2009. In addition, we provide trainings and briefings to all our Directors and
employees in accordance with our Anti-Bribery and Corruption Policy.

7.10.7 Material plans to construct, expand or improve property, plant and equipment

As at the LPD, save for the factory expansion from the utilisation of proceeds as disclosed in
Section 4.8(i) of this Prospectus, our Group does not have any material plans to construct,
expand or improve property, plant and equipment. Please refer to Section 7.20.1 of this
Prospectus for further details on our expansion plans.

7.11 TECHNOLOGIES USED

Notable technologies that are relevant to our Group are as follows: -

Name Type Description


Hikvision 16 channel turbo • Equipment • An electronic device that can be used to
H.265+ 1080p full high- record video in a digital format to local
definition digital video recorder storage devices

EMPLX • Information • A total solution for e-claim


technology
(“IT”) software

Luvo ERP-L3M version 3.0 • IT software • An enterprise resource planning software


solution that manages company’s finance,
procurement, sales, planning, inspection,
warehouse, engineering and service

Hikvision face recognition • Equipment • An access control device that is integrated


terminal DS-K1TA70MI-T with temperature screening function

Lumion 11 Pro • IT software • An architectural rendering software

Sketchup Pro • IT software • A 3-dimensional modelling software

AutoCAD • IT software • A 2-dimensional and 3-dimensional


computer aided design software used to
draft, engineer and automate designs

FortiGate 100F • IT solution • An IT solution that provides a fast and secure


software-defined wide area network

AutoCount • IT software • A business accounting software

Infotech HRMS • IT software • A human resource software that helps to


manage human resource matters in office or
on-the-go

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Name Type Description


Mypayroll System  IT software  A human resource software that helps to
manage human resource matters in office or
on-the-go

SOLIDWORKS Professional  IT software  A computer-aided design software that helps


to design, implement and optimise the
product development process

SOLIDWORKS Product Data  IT Software  A data management solution for organisation


Management (PDM) that helps to find and re-purpose files, parts,
Professional and drawings, share design information
effortlessly, automate engineering workflows
and ensuring that the right data is at the right
place at all times

Epicor Kinetic  IT software  An enterprise resource planning software to


manage day-to-day business activities such
as accounting, pre-production materials
planning, sales, inventory management,
manufacturing execution and human
resources among others

The IT software listed above were acquired from external providers. Our Group does not have
any proprietary rights over the IT software listed above.

7.12 SEASONALITY AND CYCLICALITY

Our activities are not significantly affected by seasonal or cyclical effects. Therefore, we are
not subject to any seasonal or cyclical demand for all our offerings.

7.13 INTERRUPTIONS TO BUSINESS AND OPERATIONS

Our Group has not experienced any significant interruptions to our business which have
significant effects on our operations over the past twelve (12) months preceding the LPD. The
impact of the COVID-19 pandemic on our business and operations are disclosed below.

7.13.1 Impact of the COVID-19 Pandemic on Our Group

The Malaysian Government imposed the MCO 1.0 throughout Malaysia from 18 March 2020
to 3 May 2020 to contain the rise of COVID-19 cases in the country. During the period, most of
the economic sectors and activities had been halted, especially those operating in non-
essential services, including the manufacturing sector. As a result, all our production operations
were temporarily suspended while our backroom office employees worked remotely from
home.

Following the implementation of MCO 1.0, EP Machinery received an approval from MITI to
resume operations at up to 50% of workers’ capacity from 16 April 2020 while BW Engineering
received an approval from MITI to resume operations at full working capacity from 17 April
2020. EP Manufacturing subsequently received an approval from MITI to resume operations
at up to 50% of working capacity from 25 April 2020. EP Machinery KL had implemented work-
from-home arrangements for its staff while awaiting for the approval from MITI to resume its
operations which was obtained on 13 January 2021. BW Perkasa Labuan had also
implemented work-from-home arrangements whereby all communications with suppliers and
customers were undertaken remotely from home.

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7. BUSINESS OVERVIEW (cont’d)

As COVID-19 cases started to increase towards the end of 2020 and subsequently in January
2021, the Malaysian Government imposed MCO 2.0 on selected states in West Malaysia,
which included Melaka, Johor, Penang, Selangor, Sabah and the Federal Territories of Kuala
Lumpur, Putrajaya and Labuan. We were allowed to continue our operations while adhering to
strict standard operating procedures over the course of MCO 2.0 period.

By May 2021, MCO 3.0 was imposed by the Malaysian Government with stricter travelling
restrictions and employers were required to implement work from home policies with not more
than 30% of management staff in offices. By 1 June 2021, a Full MCO was subsequently
announced by the Malaysian Government where only selected industries were allowed to
continue operating following the continuing increase in the number of COVID-19 cases. During
the Full MCO period, EP Machinery, BW Engineering, EP Machinery KL and EP Manufacturing
were allowed to continue their respective manufacturing and/or trading activities at full working
capacity from 1 June 2021.

On 15 June 2021, the Malaysian Government announced the four (4)-phase NRP as part of
the exit strategy from the COVID-19 pandemic. During the Phase 1 and Phase 2 of the NRP,
our business operations were allowed to operate albeit at only 60.0% of our workforce from 5
July 2021 including during the period in which the Enhanced MCO (3 July 2021 to 16 July 2021)
was imposed in thirty-four (34) mukims in Selangor and fourteen (14) localities in Kuala Lumpur
save for BW Perkasa Labuan which continued to implement a work-from-home arrangement.
On 1 October 2021, all our subsidiaries commenced full operations. On 1 April 2022, Malaysia
entered the ‘Transition to Endemic’ phase, with all restrictions on business operating hours
removed. All economic sectors are allowed to operate while interstate and international travels
are also allowed during this phase. We continue to operate at full working capacity based on
standard operating procedure and guideline from 1 April 2022 and up to the LPD.

Total costs incurred by our Group for COVID-19 testing, disinfection, vaccination against
COVID-19, personal protection equipment and sanitisation since MCO 1.0 and up to the LPD
stood at of approximately RM0.12 million which is not material to our Group. The cost incurred
by our Group to continue adhering to the infection control measures as per the standard
operating procedures issued by MITI is not expected to have a material impact on our Group’s
financial performance moving forward. As at the LPD, our Group has not been in breach of any
laws related to COVID-19 standard operating procedures and/or restrictions as issued by the
relevant authorities. In 2020, our production employees were covered under the Prihatin
Screening Programme implemented by SOCSO. In addition, our Group had also participated
in the Wage Subsidy Programme, a programme that was initiated by the Malaysian
Government to cushion the economic impact of the COVID-19 pandemic. We received wage
subsidy payments amounting to RM0.83 million under this programme since MCO 1.0 and up
to the LPD. During that time, we closely monitored the pandemic’s developments in all
jurisdictions in which our customers and suppliers operated.

7.13.2 Impact of the COVID-19 Pandemic on Our Supply Chain

We experienced some disruptions to our supply chain. There were instances where the delivery
of supplies from our local suppliers were affected briefly due to MITI’s deferred approval for
businesses that were deemed non-essential and travel restrictions imposed. We also
experienced few instances of late delivery of our imported orders due to lockdown measures
imposed and congestions at seaports. During the COVID-19 pandemic period, we were also
affected by the increase in sea freight rates for the import of supplies as most of our terms with
our overseas-based suppliers are on a free-on-board(1) basis which require us to pay for
shipping costs. Nonetheless, we were not affected by the increased sea freight rates for the
exports of our products due to the similar free-on-board conditions that we entered into with
most of our customers.

We have not experienced any penalties from our customers for any late product deliveries as
we were in constant communication with them. Besides that, we have also continued to receive
new purchase orders from customers during the pandemic period.

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7. BUSINESS OVERVIEW (cont’d)

Note: -
(1) Free-on-board refers to a shipping term used to indicate that once the goods involved have been
loaded on board to the vessel by the seller at the named port, the buyer assumes the
responsibility and bear all costs thereafter.

7.14 RESEARCH AND DEVELOPMENT

Our Group’s R&D activities primarily revolve around efforts to create new demands for our food
processing and packaging machinery solutions. Our Managing Director, Yeoh Chee Min and
Deputy Managing Director, Liew Meng Hooi would initiate, lead and conceptualise new ideas
and are supported by the Group’s engineers (comprising 21 persons as at the LPD) in the
design and production of the machinery solutions. We innovate or create food processes and
packaging products, and subsequently provide the corresponding food processing and
packaging machinery solutions leading to new revenue growth.

We also collaborate closely with our customers in their product development. We will identify
the food processes and/or packaging products for our R&D activities based on the latest
industry trends. Meanwhile, we will also participate in our customers’ product development
stage by providing consultation on the conceptualisation of innovative products including
packaging design, choices of materials or ingredients and manufacturability.

All the expenses incurred for our R&D activities are expensed off to the income statement when
incurred instead of being capitalised as an intangible asset. There is no specific amount of
budget or time frame that is allocated for R&D activities.

As at the LPD, we do not have any R&D policy or dedicated R&D personnel. However, in view
of our Group’s intention to embark on the integration of the robotic technology with our
machinery solutions and its relevant software as stated in Section 7.20.2 below, we may
establish a R&D team in the future should the need arises.

7.15 EMPLOYEES

As at 31 December 2023, we have a total workforce of 153 full-time employees consisting of


117 permanent employees and 36 contractual employees. Malaysian employees accounted for
116 persons or 75.82% of our total workforce with the remaining 37 persons or 24.18% of our
total workforce being foreigners as at 31 December 2023. As at the LPD, we have a total
workforce of 157 full time employees consisting of 121 permanent employees and 36
contractual employees. Malaysian employees accounted for 115 persons or 73.25% of our total
workforce with the remaining 42 persons or 26.75% of our total workforce being foreigners as
at the LPD. All our foreign employees have valid working permits to work in Malaysia.

The following depicts the breakdown of our Group’s employees: -

Number of Employees
As at 31 December 2023 As at the LPD
Permanent Contractual Permanent Contractual
Category
Executive Director and Key Senior 11 - 11 -
Management
Managerial and professional(1) 7 - 6 -
Sales and marketing 14 1 12 1
Engineer 17 3 20 1
Technical and supervisory 23 2 22 3
Finance, human resources, and 23 2 27 -
administrative
Production 15 20 17 24
Logistics, warehouse and general workers 7 8 6 7
Total 117 36 121 36

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7. BUSINESS OVERVIEW (cont’d)

Number of Employees
As at 31 December 2023 As at the LPD
Permanent Contractual Permanent Contractual
Nationality
Malaysian 111 5 112 3
Foreigner 6 31 9 33
Total 117 36 121 36

Note: -
(1) Consist of managers and employees with professional qualification.

For the FYE 2023 and up to the LPD, none of our employees belong to labour unions. There
have not been any major industrial disputes pertaining to our employees or any incident of work
stoppage that have materially affected our operations in the FYE 2023 and up to the LPD. Our
foreign employees are provided with accommodation in accordance with the EMSHAA. Please
refer to Section 7.10.5(i) of this Prospectus for further details.

We have put in place a management succession plan for key positions within our Group to
promote business continuity. This includes: -

(i) grooming and training identified promising internal candidates to fill leadership
positions within our organisation by further developing their competencies and skills;
and

(ii) encouraging our middle management to take on more responsibilities beyond their
existing roles so that they can accelerate their learning curve and are equipped with
the required knowledge and competencies to succeed in more senior positions in the
future.

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7.16 MAJOR CUSTOMERS

The top five (5) major customers of our Group in the Financial Years Under Review are as
follows: -

FYE 2020

Length of
relationship
as at 31
Main services/ December
Sales value products Business 2020
No. Name Country RM’000 % rendered segment Year(s)
1. Customer A(1) Philippines 11,281 18.28 Cold storage Food processing 4
solution and and packaging
food machinery
processing solutions
machinery

2. Sandiwa 85 Philippines 4,271 6.92 Cold storage Food processing 2


Cold Storage solution and packaging
Corporation machinery
solutions

3. PT. Wonokoyo Indonesia 4,033 6.54 Food Food processing 5


Jaya processing and packaging
Corporindo(2) machinery and machinery
cellulose solutions, and
casings trading of
cellulose casings

4. PT. Dagsap Indonesia 2,972 4.82 Cellulose Trading of 6


Endura casings Cellulose
Eatore(2) casings

5. PT. Ciomas Indonesia 1,936 3.14 Cold storage Food processing 3


Adisatwa solution and and packaging
food machinery
processing solutions
machinery

Sub-total 24,493 39.70


Total Revenue 61,689 100.00

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7. BUSINESS OVERVIEW (cont’d)

FYE 2021

Length of
relationship
as at 31
Main services/ December
Sales value products Business 2021
No. Name Country RM’000 % rendered segment Year(s)
1. PT. Wonokoyo Indonesia 7,392 9.76 Cold storage Food processing 6
Jaya solution, food and packaging
Corporindo(2) processing machinery
machinery and solutions, and
cellulose trading of
casings cellulose casings

2. Customer A(1) Philippines 5,435 7.18 Cold storage Food processing 5


solution and and packaging
food machinery
processing solutions
machinery

3. PT. Kusuma Indonesia 5,348 7.06 Cold storage Food processing 1


Sarana solution and packaging
Pangan machinery
solutions

4. Frabelle Cold Philippines 4,548 6.01 Food Food processing 3


Storage processing and packaging
Corporation machinery machinery
solutions

5. PT. Dagsap Indonesia 4,500 5.94 Food Food processing 7


Endura processing and packaging
Eatore(2) machinery and machinery
cellulose solutions, and
casings trading of
cellulose casings

Sub-total 27,223 35.95


Total Revenue 75,717 100.00

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7. BUSINESS OVERVIEW (cont’d)

FYE 2022

Length of
relationship
as at 31
Main services/ December
Sales value products Business 2022
No. Name Country RM’000 % rendered segment Year(s)
1. PT. Indonesia 9,663 10.84 Cold storage Food processing 7
Wonokoyo solution, food and packaging
Jaya processing machinery
Corporindo(2) machinery and solutions, and
cellulose trading of
casings cellulose casings

2. PT. Dagsap Indonesia 8,087 9.08 Cold storage Food processing 8


Endura solution, food and packaging
Eatore(2) processing machinery
machinery and solutions, and
cellulose trading of
casings cellulose casings

3. PT. Petra Indonesia 5,309 5.96 Food Food processing 8


Sejahtera processing and packaging
Abadi machinery machinery
solutions

4. PT. Indonesia 5,155 5.78 Food Food processing 4


Macroprima processing and packaging
Panganutama machinery machinery
solutions

5. Customer A(1) Philippines 4,205 4.72 Cold storage Food processing 6


solution and and packaging
insulated machinery
panels solutions

Sub-total 32,419 36.38


Total Revenue 89,114 100.00

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7. BUSINESS OVERVIEW (cont’d)

FYE 2023

Length of
relationship
Main services/ as at 31
products Business December
Sales value rendered segment 2023
No. Name Country RM’000 % Year(s)
1. Customer B(3) Philippines 31,486 25.78 Cold storage Food processing 7
solution and packaging
machinery
solutions

2. Customer C(4) Philippines 11,716 9.59 Cold storage Food processing Less than 1
solution and packaging
machinery
solutions

3. PT. Dagsap Indonesia 9,151 7.50 Food Food processing 9


Endura processing and packaging
Eatore(2) machinery and machinery
cellulose solutions, and
casings trading of
cellulose casings

4. Customer D(5) Indonesia 8,060 6.60 Food Food processing 5


processing and and packaging
packaging machinery
machinery solutions

5. PT. Indonesia 5,272 4.32 Food Food processing 8


Wonokoyo packaging and packaging
Jaya machinery and machinery
Corporindo(2) cellulose solutions, and
casings trading of
cellulose casings

Sub-total 65,685 53.79


Total Revenue 122,116 100.00

Notes: -
(1) Customer A is a procurement agent acting for Customer B. A consent was sought for disclosure
of the identity of Customer A; however, Customer A has not given its consent to disclose its
name and information related thereto in the Prospectus.

Notwithstanding that Customer A contributed approximately 18.28% of our Group’s total revenue
for the FYE 2020, our Group was not dependent on Customers A and B. Due to the business
nature of our food processing and packaging machinery solutions business segment where our
products and services are generally offered on a one-off basis customised in accordance with
our customers’ needs and specifications, the composition and revenue contribution of our major
customers will differ from year to year.

Our Group derived recurring revenue from Customer A for the Financial Years Under Review
due to supply of cold storage solutions to cater for the expansion of several cold storage facilities
located within the Philippines owned and operated by Customer B, for whom Customer A is
acting as the procurement agent.

(2) Recurring customer of our Group for the Financial Years Under Review, who is involved in frozen
food processing. Revenue for the Financial Years Under Review were mainly in relation to the
trading of cellulose casings and supply of food processing machinery solutions (including cold
storage solutions).

(3) Customer B is a company incorporated and domiciled in the Philippines and it is an operator of
modern cold storage and dry warehouse facilities within the Philippines. A consent was sought
for disclosure of the identity of Customer B; however, Customer B has not given its consent to
disclose its name and information related thereto in the Prospectus.

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7. BUSINESS OVERVIEW (cont’d)

Prior to FYE 2023, Customer B sourced for our products and services through Customer A
(being a procurement agent) as Customer B did not possess an import licence to import
machineries directly from our Group. However, during FYE 2023, Customer B had obtained their
import licence and commenced their sourcing of products and services directly from us. For the
FYE 2023, the sales value of RM31.49 million disclosed above consist of RM0.17 million
transacted with Customer A, who was acting as procurement agent for Customer B.

Notwithstanding that Customer B contributed approximately 25.78% of our Group’s total revenue
for the FYE 2023, our Group was not dependent on Customer B. Due to the business nature of
our food processing and packaging machinery solutions business segment where our products
and services are generally offered on a one-off basis customised in accordance with our
customers’ needs and specifications, the composition and revenue contribution of our major
customers will differ from year to year.

(4) Customer C is a company incorporated and domiciled in the Philippines and is principally
engaged in meat processing covering agriculture and aquaculture. A consent was sought for
disclosures of the identity of Customer C, however, Customer C has not given its consent to
disclose its name and information related thereto in the Prospectus.

(5) Customer D is a company incorporated and domiciled in the Indonesia and is principally engaged
in frozen food processing. A consent was sought for disclosures of the identity of Customer D,
however, Customer D has not given its consent to disclose its name and information related
thereto in the Prospectus. Customer D is a subsidiary of PT. Sreeya Sewu Indonesia TBK, a
company listed on the Jakarta Stock Exchange.

Our top five (5) major customers contributed approximately 39.70%, 35.95%, 36.38% and
53.79% to our Group’s total revenue for the Financial Years Under Review respectively. For
the FYE 2023, our Group has over 630 transacted customers for food processing and
packaging machinery solutions business segment, 3 transacted customers for trading of
cellulose casings business segment, and over 80 transacted customers for manufacturing and
trading of flexible packaging materials business segment. As such, our Group is not dependent
on our major customers as we have built a large customer base throughout the years. We did
not have any material dispute with our major customers in the past and we expect our major
customers to continue contributing to our Group’s revenue moving forward.

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7. BUSINESS OVERVIEW (cont’d)

7.17 MAJOR SUPPLIERS

The top five (5) major suppliers of our Group in the Financial Years Under Review are as follows: -

FYE 2020

Length of
relationship
as at 31
Main services/ December
Purchase value products Business 2020
No. Name Country RM’000 % purchased segment Year(s)
1 Shandong China 4,893 12.99 Cellulose casings Trading of 3
Vicel cellulose
casings

2 Dalian China 4,460 11.84 Cold storage Food 5


Bingshan solution and parts processing
Engineering & and
Trading Co., packaging
Ltd. machinery
solutions

3 Supplier A(1) United 3,196 8.48 Insulated panels Food 1


Arab processing
Emirates and
packaging
machinery
solutions

4 Supplier B(2) Malaysia 2,174 5.77 Machines and Food less than 1
parts processing
and
packaging
machinery
solutions

5 Supplier C(3) Malaysia 2,030 5.39 Machines and Food 4


parts processing
and
packaging
machinery
solutions

Sub-total 16,753 44.47


Total Purchases 37,676 100.00

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7. BUSINESS OVERVIEW (cont’d)

FYE 2021

Length of
relationship
as at 31
Main services/ December
Purchase value products Business 2021
No. Name Country RM’000 % purchased segment Year(s)
1 Shandong China 7,021 16.30 Cellulose casings Trading of 4
Vicel cellulose
casings

2 Supplier B(2) Malaysia 5,639 13.10 Machines and Food 1


parts processing
and
packaging
machinery
solutions

3 Fujian China 3,003 6.97 Cold storage Food 7


Snowman solution and processing
Zhenxun parts and
Development packaging
Co., Ltd. machinery
solutions

4 Dalian China 2,607 6.05 Cold storage Food 6


Bingshan solution and processing
Engineering & parts and
Trading Co., packaging
Ltd. machinery
solutions

5 Hebei Xiaojin China 2,212 5.14 Food processing Food 7


Machinery machinery processing
Manufacturing and
Inc. packaging
machinery
solutions

Sub-total 20,482 47.56


Total Purchases 43,062 100.00

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7. BUSINESS OVERVIEW (cont’d)

FYE 2022

Length of
relationship
as at 31
Main services/ December
Purchase value products Business 2022
No. Name Country RM’000 % purchased segment Year(s)
1 Shandong China 9,058 17.84 Cellulose casings Trading of 5
Vicel cellulose
casings

2 Supplier B(2) Malaysia 7,342 14.46 Machines and Food 2


parts processing
and
packaging
machinery
solutions

3 Hebei Xiaojin China 5,534 10.90 Food processing Food 8


Machinery machinery processing
Manufacturing and
Inc. packaging
machinery
solutions

4 Hiwell China 4,928 9.71 Food processing Food 1


Machinery machinery processing
(Shandong) and
Co., Ltd. packaging
machinery
solutions

5 Jilin SSK China 4,460 8.78 Food processing Food 8


Machinery & machinery processing
Electron Co., and
Ltd. packaging
machinery
solutions

Sub-total 31,322 61.69


Total Purchases 50,771 100.00

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7. BUSINESS OVERVIEW (cont’d)

FYE 2023

Length of
relationship
as at 31
Main services/ December
Purchase value products Business 2023
No. Name Country RM’000 % purchased segment Year(s)
1 Dalian China 13,847 20.26 Cold storage Food 8
Bingshan solution and processing
Engineering & parts and
Trading Co., packaging
Ltd. machinery
solutions

2 Shandong China 8,786 12.85 Cellulose casings Trading of 6


Vicel cellulose
casings

3 Supplier B(2) Malaysia 6,931 10.14 Machines and Food 3


parts processing
and
packaging
machinery
solutions

4 Mayekawa Taiwan 4,716 6.90 Machines and Food 6


(Taiwan) Co. parts processing
Ltd and
packaging
machinery
solutions

5 Supplier A(1) United 4,310 6.30 Insulated panels Food 4


Arab processing
Emirates and
packaging
machinery
solutions

Sub-total 38,590 56.45


Total Purchases 68,362 100.00

Notes: -
(1) Supplier A is a company incorporated and domiciled in Dubai, United Arab Emirates and it is a
provider of insulated roof, wall and cold store panel systems. A consent was sought for
disclosure of the identity of Supplier A; however, Supplier A has not given its consent to disclose
its name and information related thereto in the Prospectus.

(2) Supplier B is a company incorporated and domiciled in Malaysia and it is principally involved in
the trading and provision of all kinds of forwarding and carriage services as well as packaging
and warehousing services. Supplier B is responsible to procure the necessary machinery and
components required by our Group from various overseas manufacturers/vendors, and on-sell
the machinery and components to our Group together with the necessary logistics arrangement
where Supplier B will invoice our Group as a whole. Such arrangement benefits our Group with
ease of procurement as our Group does not have to separately arrange for logistics. A consent
was sought for disclosure of the identity of Supplier B; however, Supplier B has not given its
consent to disclose its name and information related thereto in the Prospectus.

For avoidance of doubt, Supplier B is not the actual manufacturer of the machinery and
components. The relevant overseas manufacturers/vendors will transact with Supplier B, who in
turn will transact with our Group, to supply the necessary machinery and components.

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7. BUSINESS OVERVIEW (cont’d)

(3) Supplier C is a trading company incorporated and domiciled in Malaysia and it is principally
involved in dealing with import and export of goods between China and Malaysia. The company’s
main business includes supplying machinery, ocean shipping, air transport, and cargo shipping.
The company provides international and local warehouse services, as well as local delivery.
Supplier C is responsible to procure the necessary machinery and components required by our
Group from various overseas manufacturers/vendors, and on-sell the items to our Group
together with the necessary logistics arrangement where Supplier C will invoice our Group as a
whole. Such arrangement benefits our Group with ease of procurement as our Group does not
have to separately arrange for logistics. A consent was sought for disclosure of the identity of
Supplier C; however, Supplier C has not given its consent to disclose its name and information
related thereto in the Prospectus.

For avoidance of doubt, Supplier C is not the actual manufacturer of the machinery and
components. The relevant overseas manufacturers/vendors will transact with Supplier C, who in
turn will transact with our Group, to supply the necessary machinery and components.

For the Financial Years Under Review, we were dependent on Shandong Vicel of China for the
supply of cellulose casings. Purchases from Shandong Vicel accounted for 12.99%, 16.30%,
17.84% and 12.85% of our total purchase value respectively for the Financial Years Under
Review. Shandong Vicel is the sole supplier for cellulose casings to our Group for the Financial
Years Under Review, save for a one-off repurchase of cellulose casings amounting to RM0.07
million from one of our Group’s customers to cater for an urgent need of another customer in
the FYE 2020 (as disclosed under Section 7.18, Note (2) of this Prospectus).

In the event of shortage of supplies from Shandong Vicel, we would be able to access other
similar suppliers of cellulose casing to ensure no disruption to our operations. In 2024, we
renewed the distribution agreement with Shandong Vicel with some changes to the terms of
agreement, to continue as distributor of its Vicel Speedy Peel Cellulose Casings in Indonesia
for another two (2) years commencing from 1 January 2024. The notable changes in the terms
of agreement include the reduction of annual sales target and the increase in the number of
companies in Indonesia from (1) company to five (5) companies that the supplier may approach
directly and sell to them for their own use or on-sell to an identified company for its own use
only where Shandong Vicel shall ensure that these companies do not transfer or resale the
products. Please refer to Section 9.1.2 of this Prospectus for further details on our dependency
on this major supplier.

7.18 TYPES, SOURCES AND AVAILABILITY OF SUPPLIES

The following table sets out the raw materials/inputs that we purchased during the Financial Years
Under Review: -

FYE 2020 FYE 2021 FYE 2022 FYE 2023


Cost Components RM’000 % RM’000 % RM’000 % RM’000 %
Raw materials, parts and machines
used for food processing and
packaging machinery solutions
- Machinery, parts and components 24,746 65.68 29,209 67.83 33,753 66.48 43,886 64.20
- Metals and metal structures(1) 1,740 4.62 779 1.81 3,423 6.74 2,640 3.86
- Insulated panels 3,464 9.19 1,876 4.36 964 1.90 5,113 7.48
- Hardware, tools and consumables 466 1.24 388 0.90 1,084 2.14 3,618 5.29
30,416 80.73 32,252 74.90 39,224 77.26 55,257 80.83

Cellulose casings used for the trading 4,964(2) 13.18 7,021 16.30 9,058 17.84 8,786 12.85
of cellulose casings

Raw materials, packaging films, 2,296 6.09 3,789 8.80 2,489 4.90 4,319 6.32
packaging bags and consumables
used for the manufacturing and
trading of flexible packaging
materials
Total Purchases 37,676 100.00 43,062 100.00 50,771 100.00 68,362 100.00

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Notes: -
(1) Mainly consist of stainless steel, mild steel, aluminium, copper and racking structures. Food-safe
metal is used for parts of machinery which has direct contact with food ingredients to be
processed/packaged, whilst for other parts of machinery which are not exposed to food
ingredients, the grade of metal to be used would be subject to customers’ requirements and
specifications and functionality.

(2) Inclusive of a one-off repurchase of cellulose casings amounting to RM0.07 million from one of
our customers to cater for an urgent need of another customer.

The raw materials/inputs that we use in our business operations are sourced from both local
and overseas suppliers. Save for the temporary disruption in our supply chain caused by the
COVID-19 pandemic as disclosed in Section 7.13.2 of this Prospectus, we have not
experienced any material shortage/disruption in the supply of our raw materials/inputs for the
Financial Years Under Review and up to the LPD.

The prices of our raw materials/inputs are subject to, amongst others, market supply and
demand conditions and fluctuation in foreign exchange. Nonetheless, we have not experienced
any major fluctuation in prices of our raw materials that have materially affected our financial
performance for the Financial Years Under Review and up to the LPD.

7.19 COMPETITIVE STRENGTHS

We believe that our historical successes and future prospects are underpinned by the following
competitive strengths: -

7.19.1 Established Operating Track Record

We have accumulated more than thirty (30) years of operating track record since the formation
of the sole proprietorship business, New Tech Machinery by our Managing Director, Yeoh Chee
Min. Over the years, we have grown from a single-purpose packing machine trading business
into an established provider of food processing and packaging machinery solutions with
involvement in the trading of cellulose casings, and manufacturing and trading of flexible
packaging materials, with growing revenue from RM61.69 million for the FYE 2020 to
RM122.12 million for the FYE 2023.

Our revenue breakdown by business segments for the Financial Years Under Review are as
follows: -

Audited
FYE 2020 FYE 2021 FYE 2022 FYE 2023
RM’000 % RM’000 % RM’000 % RM’000 %
Food processing and 50,985 82.65 60,731 80.21 72,569 81.43 100,537 82.33
packaging machinery
solutions

Trading of cellulose 6,854 11.11 9,737 12.86 11,902 13.36 14,558 11.92
casings

Manufacturing and 3,850 6.24 5,249 6.93 4,643 5.21 7,021 5.75
trading of flexible
packaging materials

Total 61,689 100.00 75,717 100.00 89,114 100.00 122,116 100.00

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7. BUSINESS OVERVIEW (cont’d)

7.19.2 A One-Stop Provider of Food Processing and Packaging Machinery Solutions with In-
House Manufacturing Capabilities

We are able to undertake turnkey projects by providing solutions for the entire food
manufacturing and processing production line involving processing and packaging machinery.
We add value by designing, supplying and integrating various types of machines under a single
production system. Furthermore, as part of our value-added service offering, we use our
expertise in the food manufacturing industry to help conceptualise and recommend factory
layouts and production flows for greater efficiency based on our customers’ needs. Our Group
has accumulated experience and technical expertise which are further leveraged to integrate
processing and packaging machines that are imported and/or made in-house. Our in-house
manufacturing capabilities allow us to meet our customers’ customisation needs, if required, and
stand ready to provide after-sales support in terms of maintenance and repair services. As such,
our customers do not need to source from multiple vendors to set up a full food manufacturing
and processing production line as we are able to meet all their requirements under one roof. In
addition, we can also supply cellulose casings and flexible packaging materials to them if
required.

7.19.3 Close Collaboration with Our Customers in Product Development

Since 1995, we have worked closely with our customers in the development of their new
products by providing consultation on the conceptualisation of innovative products including
packaging design, choice of materials or ingredients and food manufacturing processes as well
as cost-effective measures that automation can have on the businesses of our customers. We
believe that such close collaboration in product development represents a win-win situation for
both parties. On one hand, our customers stand to enjoy a faster time-to-market for the
commercialisation of their new and innovative products whilst on the other hand, the close
collaboration can drive customer stickiness (due to our familiarity and close understanding on
the requirements of our customers) and keep us ahead of our competitors as the machinery
supplier of choice for them. With our expertise in the fabrication and integration of machineries
as well as the extensive product portfolio of our suppliers, we are able to offer innovative
products with our customised machinery solutions to our customers.

7.19.4 Qualified and Experienced Management Team

Our Group is spearheaded by our Managing Director, Yeoh Chee Min and Deputy Managing
Director, Liew Meng Hooi. Both are industry veterans, each with over thirty (30) years of
working experience in food processing and packaging automation. They have gained extensive
and in-depth knowledge as well as good understanding on the dynamics of the industry. Both
are also supported by a team of dedicated personnel who each possess the necessary
expertise and/or experience across various key business functions.

Please refer to Sections 5.1.2 and 5.3.3 of this Prospectus for further details on the profiles of
our Managing Director, Deputy Managing Director, and Key Senior Management.

7.19.5 We are Committed to Stringent Quality Standard

We place great emphasis on the quality of our services to our customers. We strive to undertake
proper enforcement and execution of stringent quality procedures throughout our business
processes. To this end, our subsidiaries namely EP Machinery and BW Engineering have
established a QMS that is in line with internationally acceptable practices. By putting in place
an internal QMS that is backed by internationally acceptable practices provides our customers
assurance of our commitment towards providing quality services.

As at the LPD, we have obtained the following quality certification: -

Name Standard Issuer Scope Current Validity Period


EP BS EN ISO TÜV UK Ltd Design, manufacturing and 6 January 2022 to
Machinery 9001:2015 service of packing and food 9 March 2025
processing machineries.

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7. BUSINESS OVERVIEW (cont’d)

Name Standard Issuer Scope Current Validity Period


BW ISO Intertek 1. Manufacture of ice 16 May 2023 to
Engineering 9001:2015 Certification making machine and 12 May 2026
Limited refrigeration system.

2. Project management
and installation of ice
making machine and
refrigeration system.

The requirements for a QMS in which an organisation is required to show its ability to
consistently provide products or services that meet customers' expectations and applicable
statutory and regulatory requirements as well as effectively applying the system to enhance
customers’ satisfaction are outlined in the ISO 9001 standard. By achieving the ISO 9001:2015
standard, our customers are assured of our commitment in providing quality services.

7.20 BUSINESS STRATEGIES AND FUTURE PLANS

Our business objectives are to maintain a sustainable growth rate in our business and to create
long-term shareholder value. To achieve our business objectives, we will implement the
following business strategies and future plans over the period of thirty-six (36) months from the
date of our Listing: -

7.20.1 Expanding Business Footprint in Penang

We intend to expand our business footprint in Penang by building a new corporate office as
well as a factory building with a warehouse and a showroom with an estimated total built-up
area of approximately 70,000 sq ft. The final proposed built-up area will be subject to the
approval of the planning permission and building plan for construction from Majlis Bandaraya
Pulau Pinang and the relevant approvals from the relevant authorities. Under our business
expansion plan, we intend to establish a new three-storey corporate office with an estimated
total built-up area of approximately 18,000 sq ft for our Group that can house the backroom
operations of BW Engineering, EP Machinery and EP Manufacturing under one roof. We will
shift the entire backroom operations of BW Engineering and EP Manufacturing from their
current offices located at 964, Jalan Perindustrian Bukit Minyak 6, Taman Perindustrian Bukit
Minyak, 14100 Simpang Ampat, Pulau Pinang to the new corporate office once it is completed.

Our Group also intends to expand our existing production area by building a new factory with
a warehouse and a showroom. At present, our Group’s existing main factory, corporate office,
warehouse and showroom is currently located at PMT 1186, Jalan Perindustrian Bukit Minyak
18, Taman Perindustrian Bukit Minyak, Penang Science Park, 14100 Simpang Ampat, Pulau
Pinang (i.e Plant 1). As at the LPD, we have approximately 28,335 sq ft within Plant 1 allocated,
and utilised for, our fabrication and assembly activities in relation to our food processing and
packaging machinery solutions business segment. The proposed factory building which
consists of a single-storey building is expected to add additional built-up area of approximately
52,000 sq ft to cater for the production of food processing and packaging machineries,
warehouse and showroom. The expected increase in production space stemming from the
additional built-up area of approximately 52,000 sq ft upon the completion of this new factory
allows our Group to enhance our production capabilities for our food processing and packaging
machinery solutions to meet expected future growth in demand as projected in Section 8.0 of
the IMR Report, as set out in Section 8 of this Prospectus and shorten turnaround time should
there be multiple large orders secured at the same time. In tandem with the planned expansion
of production capacity, a warehouse will also be constructed within this new factory building to
provide us with additional warehousing space to store raw materials/inputs as well as finished
goods. Besides that, a new showroom will also be constructed within this new factory building.
The showroom will showcase our product offerings and provide better customer experiences
for our clients specifically on our food processing and packaging machinery solutions. Upon
completion of the expansion, the existing floor space of approximately 28,335 sq ft within Plant

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7. BUSINESS OVERVIEW (cont’d)

1 will still be utilised for fabrication and assembly activities in relation to our food processing
and packaging machinery solutions business segment.

For this business strategy, we are allocating RM13.00 million from the IPO proceeds to
purchase a piece of industrial land. We will also be allocating RM10.50 million from the IPO
proceeds for the construction of the new corporate office and new factory building with a
warehouse and a showroom. On 3 April 2024, our Group received a letter of intent from the
PDC to our Group for the acquisition by us of an industrial land at Plot P23B, Penang Science
Park North measuring 7.8952 acres (subject to final demarcation plan). The Land is located
adjacent to Plant 1. Our Group had on 15 April 2024 confirmed to PDC of our acceptance of
the letter of intent. As at the LPD, our Group is still in discussion with PDC on the necessary
steps in relation to the acquisition and the salient terms pertaining to the acquisition will be set
out in an agreement to be entered into at a later stage. Relevant announcements will be made
upon finalisation of the acquisition.

We will also be boosting our in-house manufacturing capabilities by purchasing various new
machineries and equipment. These include two (2) vertical machining centres, a CNC turning
centre and a CNC press brake/cutting machine; to be used for the production of food
processing and packaging machineries and equipment to be supplied under our food
processing and packaging machinery solutions business segment. These new machineries
and equipment are intended to be installed within the aforementioned new factory to be
constructed.

As for the purchase of the new machineries and equipment, we have allocated a total of
RM1.10 million from the IPO proceeds for this purpose. The breakdown of this allocation is as
follows: -

Estimated
Type of machinery and Total Total Cost
equipment Description Unit(s) RM’000
Vertical machining centre A machine that is used for flatwork 2 600
which requires tool access from the top
such as for mould and die cavities.

CNC turning centre A machine with multiple axes that uses 1 250
computer programming inputs to
undertake various actions such as
drilling, milling, tapping, and turning to
shape the desired materials.

CNC press brake/cutting A machine that uses computer 1 250


machine programming inputs to bend and
manipulate metal sheets or perform
cutting or shaping of materials.

Total 1,100

We expect to complete the acquisition of land within twelve (12) months from the date of our
Listing and to complete the factory expansion and purchase of machineries within thirty-six (36)
months from the date of our Listing.

7.20.2 Increasing Robotic Footprint in Food Processing and Packaging Machinery Solutions

We intend to ride on the industrial revolution 4.0 trend and increase the integration of robotic
technology within our food processing and packaging machinery solutions. We have identified
an opportunity gap in our industry for the use of more robotic technology given the stringent
hygiene requirements for the handling of food and the pressing challenges faced by food
manufacturers in hiring factory workers. The use of more robotic technology will help to
minimise human interference and address the worker supply gap.

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7. BUSINESS OVERVIEW (cont’d)

As a start, we successfully rolled out a food packaging machinery solution with robotic arms in
2022. The food packaging machinery solution with robotic arms can feed sausages at a rate of
up to 500 pieces per minute. This solution had already been deployed at the production facility
of our customer. The successful roll-out of robotic technology within our food processing and
packaging machinery solutions enables us to extend our technical know-how on the adoption
and integration of robotic technology within our product offerings and allows us to showcase a
wider range of product offerings with robotic technology (such as automatic sausage loading,
arranging and robotic picking machinery line, and robotic pick and place and cartoning
machinery line) to our existing and new customers in the future, and keep abreast with the
market trend and evolving customer’s expectations and requirements. This, in turn, is expected
to benefit us with additional sales and profit in the future; particularly for customers who are
seeking to implement and transform their manufacturing processes towards industrial
revolution 4.0.

We will be exploring collaborative opportunities with technology partner(s) with expertise in


robotics technology. This will be a continuous process as it is crucial for us to keep abreast
with new developments and market trends of robotics technology to identify suitable options
for integration within our food processing and packaging machinery solutions. The necessary
costs to be incurred for this business strategy will generally form part of our operating costs.
Considering that this will be a continuous process to cater to the changing customers’
expectations and market requirements, the investment sum is not fixed, and funds are expected
to be allocated continuously for this business strategy. The necessary costs to be incurred for
this business strategy will be funded using the gross proceeds from our Public Issue earmarked
for working capital as set out in Section 4.8(iii) of this Prospectus within the first twelve (12)
months from the date of our Listing. Thereafter, any future costs to be incurred beyond this
initial period will be funded by internally-generated funds and, where necessary, external
borrowings.

We also intend to embark on the internal development of software (in the form of computer
programmes) to control robots that are integrated within our food processing and packaging
machinery solutions, to ensure smooth application for our customers who procured the food
processing and packaging machinery solutions from us. This will be a continuous process as
the software (in the form of computer programmes) need to be modified and/or enhanced in
accordance to the different functions that the robots are applied for. The necessary costs to be
incurred for this business strategy will generally form part of our operating expenses.
Considering that this will be a continuous process to cater to the changing customers’
expectations and market requirements, the investment sum is not fixed, and funds are expected
to be allocated continuously for this business strategy. The necessary costs to be incurred for
this business strategy will be funded by internally-generated funds.

The above business strategies will be undertaken in our Plant 1. Upon completion of our new
factory in line with our business strategies and future plans as set out in Section 7.20.1 of this
Prospectus, the above business strategies will also be undertaken in the new factory.

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8. INDEPENDENT MARKET RESEARCH REPORT

The Board of Directors


EPB Group Berhad
PMT 1186, Jalan Perindustrian Bukit Minyak 18,
Penang Science Park,
14100 Simpang Ampat,
Pulau Pinang.

Dear Sirs/Madams,
Independent Market Research Report on the Food and Beverage (“F&B”) Processing
Machinery Industry in Malaysia (“IMR Report”)
Protégé Associates Sdn Bhd (“Protégé Associates”) has prepared this IMR Report for inclusion
into the prospectus of EPB Group Berhad (“EPB” or the “Company”) in relation to its listing on the
ACE Market of Bursa Malaysia Securities Berhad.
We have been engaged to provide an independent market research of the abovementioned industry
in which EPB and its subsidiaries (“EPB Group” or the “Group”) operate in. The market research
process undertaken involved secondary research as well as detailed primary research when required,
which involves interviews with the relevant stakeholders of the industry to discuss the state of the
industry. Quantitative market information could be sourced from such interviews and therefore, the
information is subject to fluctuations due to changes in business, industry and economic conditions.
We have prepared this IMR Report in an independent and objective manner and have taken
adequate care to ensure the accuracy and completeness of the report. We believe that this IMR
Report presents a balanced view of the industry within the boundaries and limitations of secondary
statistics, primary research and continued industry movements. Our research has been conducted
to present an overall view of the industry and may not necessarily reflect the performance of
individual companies in this industry. Protégé Associates is not responsible for the decisions and/or
actions of the readers of this report. This report should also not be considered as a recommendation
to buy or not to buy the shares of any company or companies as mentioned in this report.

Thank you.
Yours sincerely,

Dr. Tan Chin How


Director

About Protégé Associates Sdn Bhd


Protégé Associates is an independent market research and business consulting company. Our market
research reports provide an in-depth industry and business assessment for companies raising capital and
funding in the financial markets; covering their respective market dynamics such as market size, key
competitive landscape, demand and supply conditions, government regulations, industry trends and the
outlook of the industry.

Profile of signing partner, Dr. Tan Chin How


Dr. Tan Chin How is a Director of Protégé Associates. He has 21 years of experience in consulting and
market research for various industries, including among others manufacturing, construction, information
and digital technology, renewable energy, oil and gas, and aquaculture. He holds a Doctor of Business
Administration from HELP University, Malaysia, a Master of Business Administration from Charles Sturt
University, Australia, and a Bachelor of Science in Computing from University of Portsmouth, United
Kingdom.

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8. INDEPENDENT MARKET RESEARCH REPORT (cont’d)

COPYRIGHT NOTICE

No part of this IMR Report may be given, lent, resold, or disclosed to non-customers or any
other parties, in any format, either for commercial or non-commercial reasons, without express
consent from Protégé Associates. Furthermore, no part of this IMR Report may be extracted,
reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic,
mechanical, photocopying, recording, or otherwise, for purposes other than the listing of EPB
on the ACE Market of Bursa Malaysia Securities Berhad, without the express consent from Protégé
Associates.

Any part of this IMR Report used in third party publications, where the publication is based on
the content, in whole or in part, of this IMR Report, or where the content of this IMR Report is
combined with any other material, must be cited and sourced to Protégé Associates.

The research for this IMR Report was completed in May 2024.

For further information, please contact:

Protégé Associates Sdn Bhd


Suite C-09-12, Plaza Mont' Kiara,
2 Jalan Kiara, Mont' Kiara,
50480 Kuala Lumpur, Malaysia.
Tel: 603 6201 9201

© 2024, All rights reserved. Protégé Associates Sdn Bhd

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8. INDEPENDENT MARKET RESEARCH REPORT (cont’d)

1.0 Overview of the F&B Industry in Malaysia


The F&B industry value chain and EPB Group’s participation is as illustrated in Figure 1 below:
Figure 1: F&B Industry Value Chain

F&B
Processing Consumers

Primary Distribution
Production
F&B Processing F&B Services
Machineries

- Participation by EPB Group

Source: Protégé Associates


The F&B industry in Malaysia can be segmented into the F&B services industry and the F&B processing
industry (also known as the F&B manufacturing industry). The F&B services industry mainly revolves
around the provision of food services to consumers, whether in the form of dine-in services, self-services,
takeout services or delivery services. In other words, it is the business of preparing, transporting and
serving food or meals at restaurants or food stores. Meanwhile, the F&B processing industry in Malaysia
involves the transformation of F&B raw materials into edible products.
The local F&B industry emerged from 2023 on a strong footing. In 2023, the real gross domestic product
(“GDP”) contribution from F&B services activities increased by 2.5% to RM36.17 billion (2022: RM35.29
billion) while those of food processing and beverage manufacturing activities increased by 4.7% to
RM28.37 billion (2022: RM27.10 billion). The local F&B industry register growth in 2023, bolstered by the
continuing normalisation of consumer and tourist spending supported by income and employment growth.
However, offsetting factors include the global economic slowdown and higher inflation coupled with
tightening financial conditions dampening consumer sentiments.
2.0 Overview of the F&B Processing Machinery Industry
F&B Processing
F&B processing activities in Malaysia have remained vibrant with stringent standard operating procedures
becoming a norm post COVID-19 pandemic for local F&B processors. At the same time, the advancement
in processing technology has widened the usage of local raw materials, and has expanded the range of
food products manufactured in the country. This is seen by the increasing value of processed food
products in Malaysia over the years. However, due to the economic slowdown, both globally and in
Malaysia, the sales value of F&B products decreased by 3.6% from RM316.81 billion in 2022 to RM305.50
billion in 2023.
F&B processing involves both the preparation of fresh foods for markets as well as the production of
prepared food products. As such, F&B processors consist of a diverse range of companies processing
products at various stages, including meat slaughtering and processing; fruit and vegetable preserving;
grain and oilseed milling; seafood product preparation, sugar and confectionery, bakery, dairy and other
food products manufacturing. In general, food processing can be classified into three types, namely
primary, secondary and tertiary food processing.
Primary food processing involves the conversion of agricultural products, such as raw wheat kernels
or livestock, into products that can be eventually eaten. This category includes processes such as drying,
milling grain, shelling nuts and butchering animals for milk. It also includes deboning and cutting meat,
freezing and smoking fish and meat, extracting and filtering oil, canning food, preserving food as well as
homogenising and pasteurising milk.

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Secondary food processing is the process of creating food from ingredients that are ready to use.
Some examples of secondary food processing are baking of bread, where milled flour and pasteurised
milk are used, as well as the making of sausages or other meat products, which involves the grinding of
meat that has already undergone primary processing.
Tertiary food processing is the commercial production of high value-added F&B products, such as
bakery products, ready-to-eat or heat-and-serve foods, as well as health drinks.
In addition, F&B processing also involves the packaging of F&B products. Processed F&B products
need to be packaged in order to store, transport and market the final end products to consumers. In
general, F&B packaging plays four main roles namely product protection, product safety, product
freshness and brand identity.
The main role of product protection is to maintain the safety of food during transportation, handling
and distribution. In addition, food packaging can also help retain food nutrition, and provide rapid and
reliable distribution of the food along the value chain and reduce post-harvest losses.
F&B packaging also helps to ensure product safety and aims to eliminate or reduce food recalls and
hazards, as well as facilitate traceability. Product contamination can occur at any one point in time in the
supply chain. In addition, to protect consumers, certain information must be included on the F&B
packaging, including the list of ingredients as well as the manufacturing and expiry dates.
F&B packaging can help to increase product freshness and maintain the appearance, taste, quality and
shelf life of the F&B products. The advancement in packaging technology has led to F&B processors being
able to extent a product’s shelf life and have a better control over product freshness.
Lastly, F&B packaging can be used to drive the brand identity of a product. Packaging has become an
essential part of product marketing and allows a manufacturer to communicate product information with
consumers. A good package design can serve to attract the attention of consumers. The size, shape,
colour and materials used in a packaging can influence consumer experience, and ultimately help build
brand awareness.
F&B Processing Machinery
F&B processing machinery refers to the machinery that is used to handle, prepare, cook, store and
package F&B products. While F&B processing machineries are primarily aimed towards the transformation
(such as increasing the ease of consumption and digestibility), or preservation (such as extending the
shelf life) of F&B products, they are also used to perform other preliminary or auxiliary functions such as
handling, preparation and packaging.
The F&B processing production cycle can be divided into several stages; each characterised by a specific
function, in which several operations are performed. For example, in the preparation stage, the primary
function is to prepare raw materials for further processing, whereby some of the operations performed
include washing and separating. The common functions and operations of F&B processing machineries
are detailed in Figure 2.
Figure 2: Common Functions and Operations of F&B Processing Machineries
Functions and
Description
Operations
Preparation Involves initial preparatory operations focused on preparing raw food
materials for subsequent processes.
- Cleaning Removing foreign matter and contaminants (such as soil, oil, skins and chemicals) from the
surface of raw food materials via wet or dry-cleaning processes.
- Sorting and Assessing and classifying raw food materials based on several measurable physical
grading characteristics (size, shape, weight and colour) to determine overall quality or grade.
- Peeling or Removing inedible or undesirable materials to increase the overall quality and/or
skinning appearance of the raw food product.
Mechanical Involves processing operations (without the application of heat or
processing chemicals) to reduce, enlarge, homogenise or change the physical form
of raw food materials.
- Size reduction Reduces the average size of solid food material through mechanical processes such as
compression, shearing or impact force.
- Size enlargement Increases the average size of solid food material through mechanical processes such as
extrusion, agglomeration or forming.
- Homogenisation Reduced the average size and increases the consistency of semi-solid and liquid food
material.

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Functions and
Description
Operations
- Mixing or blending Combines two or more components into one another to achieve and maintain a uniform
mixture.
Heat processing Depending on whether the application is aimed at heating or cooling
the food material, heat transfer machinery is used to direct heat
towards or away from the material.
- Baking or roasting The use of heated air heated by convection, conduction and radiation to heat and produce
physical and chemical changes to food materials, such as texture or flavour.
Is also used in the preservation of food materials via the removal of microorganism and
reducing amount of moisture on food surface.
- Blanching The use of heated water or steam to reduce the number of microorganisms and inactivate
undesirable enzymes which may cause spoilage to food materials.
- Dehydration The use of heat to remove moisture from food materials with the intention of producing a
solid food product with sufficiently low water content.
- Evaporation The removal of moisture from food materials via boiling to increase the concentration of
solid contents.
- Pasteurisation Heating of food materials under medium temperatures (70-100 degree celsius (“℃”)) to
inactivate most enzymes and microorganisms which can cause spoilage to food materials.
- Frying The use of heated fat or oil to apply heat directly to food materials with the intention to
reduce moisture content and form a surface crust.
- Sterilisation Heating of food materials under high temperatures (above 100℃) to inactivate most
enzymes and microorganisms which can cause spoilage to food materials.
Preservation The preservation stage in F&B processing ultimately aims to prevent or
inhibit the spoilage and increase the shelf life of food materials and
products.
- Chemical The use of natural (such as salt, vinegar and smoke) and non-natural (such as sorbic acid,
sulphur dioxide and benzoic acid) chemical substances to prevent or inhibit spoilage.
- Heat processing Preserving food materials via the transfer of heat.
- Irradiation The use of ionizing radiation to remove microorganisms and inactivates enzymes that can
cause spoilage to food materials.
- Refrigeration or Reduces the temperature of food materials to suppress the biochemical and microbiological
freezing processes of microorganisms and enzymes that can cause spoilage to food materials.
- Water reduction Reduces the amount of water content in food materials to inhibit microbiological and
enzymatic processes which can cause spoilage to food materials.
Source: Protégé Associates
At the last stage, the food materials are packaged via the packaging operations to produce the final food
product and complete the food processing production cycle. F&B packaging machineries are primarily
used for labelling, sealing and/or palletising. These machineries are used across the bakery, beverage,
meat and fisheries processing and other F&B industries. Industry players operating in this industry are
constantly developing new products using advanced technologies to enhance user experience. Figure 5
details the common types of F&B packaging machineries and their description.
Figure 3: Common F&B packaging machineries and their description
Type Description
Bottling Fills the right amount of product into a bottle or container
Cartoning Forms and erects a carton
Case Packing Build cases and prepare them for filling
Filling and dosing Measures and fills a predetermined value of the food products into
desired packaging
Form fill and seal Form, fill and seal a package
Labeling, decorating and coding Apply labels, decorations and bar codes onto finished products
Lidding Forms and applies lids to product filled trays
Palletising Stacks cases, bundles of goods or products, etc. onto a pallet
Wrapping and Bundling Shrink wrapping and bundle packing
Source: Protégé Associates

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8. INDEPENDENT MARKET RESEARCH REPORT (cont’d)

3.0 Performance of the F&B Processing Machinery Industry in Malaysia


The historical performance and growth forecast of the F&B processing machinery industry in Malaysia is
based on a combination of resources, including data from the Department of Statistics Malaysia
("DOSM”), the Malaysian Investment Development Authority and Bank Negara Malaysia. Data is also
gathered from further secondary and primary research works conducted such as searches on private F&B
processing machinery manufacturers and traders with the Companies Commission of Malaysia (“CCM”)
to gather more disclosure on their business performance. Primary research works are conducted with
stakeholders in the local industry such as industry players, suppliers, and customers to gather their
insights on the industry. All the findings are collated, analysed and/or computed to ascertain the outlook
of the F&B processing machinery industry in Malaysia.
The size of the local F&B processing machinery industry was valued at RM1.73 billion in 2023, which was
an increase of 3.0% from the previous year. Growth in the industry is supported by factors including
labour shortage issues spurring adoption of industrial automation, a wide range of F&B products requiring
processing as well as growing consumer preference for convenient processed food products. In particular,
while the sales value of F&B products in Malaysia was lower at RM305.50 billion in 2023 as compared to
RM316.81 billion in 2022, it was still higher than the RM280.98 billion recorded in 2021. At the same time,
while sales value of plastic articles for the packaging of goods decreased slightly from RM21.47 billion in
2022 to RM21.07 billion in 2023, this was still higher than the RM16.60 billion recorded in 2021. The
decrease in sales value can be attributable to lower demand for F&B products stemming from slower
growth in global economic activities coupled with high inflationary environment weakening purchasing
power and affecting consumer sentiments. This is expected to lead to a scaling down of expansion plans
by F&B companies which in turn, will reduce demand for F&B processing machineries. Nonetheless, the
growth in the Malaysian economy is expected to gather pace from 2024 onwards, with world trade likely
to improve in tandem with stronger trade activities – providing the impetus for the gradual pick-up in the
pace of growth in the local F&B processing machinery industry. The industry is forecast to expand at a
compound annual growth rate (“CAGR”) of 10.4% from RM1.90 billion in 2024 and reach RM2.84 billion
in 2028. Growth in the industry is expected to be driven by favourable demand conditions which include
labour shortage spurring the adoption of more industrial automation, a wide range of F&B products
requiring processing, the preference for convenient processed food products, positive policy support from
the Malaysian Government to develop the local food-related industries and a steady population growth.
Figure 4: Historical Market Size and Growth Forecast for the F&B Processing Machinery
Industry in Malaysia, 2020-2028
Year Market Size (RM billion) Growth Rate (%)
2020 1.32 -
2021 1.49 12.9
2022 1.68 12.8
2023 1.73 3.0
2024f 1.90 9.8
2025f 2.09 10.0
2026f 2.31 10.5
2027f 2.56 10.8
2028f 2.84 10.9
CAGR (2024-2028) (base year of 2023): 10.4%
Note: f denotes forecast
Source: Protégé Associates
4.0 Competitive Landscape
The participants of the F&B processing machinery industry in Malaysia comprise both F&B processing
machinery manufacturers and traders. Local F&B processing machinery manufacturers are companies that
manufacture and/or distribute F&B processing machinery or related components. They generally produce
their own in-house branded products and sell them to both local and overseas end-users directly or
through distributors. In 2024, Protégé Associates estimates there are more than 190 manufacturers of
F&B processing machineries in Malaysia based on the latest available economic census published by
DOSM. Some of the local manufacturers for F&B processing machinery in Malaysia include EPB, Highpack
Machinery Sdn Bhd, Hup Sheng Machinery & Industry Sdn Bhd and Lian Huat Machinery Sdn Bhd.

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As for traders, there are companies that are involved in the trading of F&B processing machineries including importing these machineries and selling them in Malaysia. They
generally distribute products from more than one manufacturer and also often distribute a variety of F&B processing machinery instead of only focusing on a single type of
machinery. In addition, these traders may also distribute other types of machinery other than those related to F&B processing. Traders typically play a role in connecting
manufacturers with end-users, providing maintenance and support services, as well as facilitating sales of equipment. Some of the local traders for F&B processing machinery in
Malaysia include GEA Westfalia Separator (Malaysia) Sdn Bhd, Kimah Industriual Supplies (M) Sdn Bhd, MHL Machinery Sdn Bhd and Thermo Cooling Engineering Sdn Bhd.
Within the F&B processing machinery industry in Malaysia, the barriers to entry are considered relatively low for single-purpose or standard machinery. However, they are higher
for industry players intending to provide one-stop solutions on a turnkey basis. Potential entrants need to possess stronger financial resources, technical know-how, and make
investment into plants, machinery, and human resources. In addition, continuous capital outlay may also be necessary for the adoption of newer technologies or innovations at the
production facilities.
4.1 Competitor Analysis
EPB Group is a one-stop provider of food processing and packaging machinery solutions. It is primarily involved in the design, customisation, fabrication, integration and automation
of production lines for food manufacturing and processing companies, based on our customers’ needs. For the purpose of this report, Protégé Associates has selected the following
industry players for comparison with EPB Group based on the following criteria:
• A company registered in Malaysia and is involved in the manufacturing and/or trading of F&B processing machineries; and
• Recorded an annual turnover of less than RM100 million based on latest publicly available financial information.
It needs to be highlighted that the list of industry players is not exhaustive, and only serves as a reference for readers.
Figure 5: Comparison between EPB and Selected Industry Players
Profit After
Company Financial Year Revenue Gross Profit Profit After Gross Profit
Principal Activities Tax Margin**
Name Ended^^ (RM) (RM) Tax (RM) Margin* (%)
(%)
EPB^ The company is principally involved in the provision of 31-12-2023 122,116,450 40,357,590 14,257,988 33.0 11.7
food processing and packaging machinery solutions,
trading of cellulose casings, and manufacturing and
trading of flexible packaging materials.
Highpack The company is principally involved in the 31-12-2022 8,408,789 2,657,834 856,441 31.6 10.2
Machinery Sdn manufacturing and trading of machineries.
Bhd^
Hup Sheng The company is principally involved in the 31-08-2023 6,852,828 2,488,588 345,331 36.3 5.0
Machinery & manufacturing and servicing of plant and machinery
Industry Sdn in food industry.
Bhd^
Lian Huat The company is principally involved as a 30-06-2023 10,042,825 531,715 -189,009 5.3 -1.9
Machinery Sdn manufacturer, importer and dealer in all kinds of
Bhd^ machinery including bakery machinery.
FL The company is principally involved in the wholesale 31-12-2022 12,937,605 1,921,024 1,258 14.8 < 0.1
Refrigeration of fridge machinery and supermarket accessories.
& Engineering
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Profit After
Company Financial Year Revenue Gross Profit Profit After Gross Profit
Principal Activities Tax Margin**
Name Ended^^ (RM) (RM) Tax (RM) Margin* (%)
(%)
Enterprise (M)
Sdn Bhd
GEA Westfalia The company is principally involved in sales and 31-12-2022 64,918,016 18,638,158 3,299,683 28.7 5.1
Separator servicing of GEA machines and spare parts.
(Malaysia) Sdn
Bhd#
Kimah The company is principally involved as a dealer of all 30-06-2023 8,399,667 3,341,880 661,748 39.8 7.9
Industrial kinds of machineries.
Supplies (M)
Sdn Bhd
Mayekawa (M) The company is principally involved in the business of 31-12-2022 28,207,056 6,632,005 1,583,169 23.5 5.6
Sdn Bhd dealing with refrigeration equipment and components,
construction of cold room and related services.
MHL The company is principally involved in the trading and 31-12-2022 13,391,127 3,544,207 -54,878 26.5 -0.4
Machinery Sdn servicing of machineries.
Bhd
NRS Process The company is principally engaged as a fabricator of 31-12-2022 26,496,361 7,315,047 2,469,869 27.6 9.3
Systems Sdn refrigeration systems, sales of spare parts, providing
Bhd services for installation and maintenance of
refrigeration systems.
Thermo The company is principally involved as dealers of air 31-05-2023 8,067,804 5,940 -2,767,819 0.1 -34.3
Cooling conditioners, refrigerators and cold rooms.
Engineering
Sdn Bhd
United The company is principally involved in the trading of 31-12-2022 72,840,352 n/a 5,638,980 n/a 7.7
Refrigeration refrigeration parts.
System (M)
Sdn Bhd
Notes:
1. The above figures only provide an indication and is not considered directly comparable due to the following reasons:
a. Not all companies have the same financial year end; and
b. Not all companies carry out activities that are completely the same with one another or in the same geographical area.

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2. Financial information of comparable market players and EPB Group such as revenue, gross profit and
profit/loss after tax was based on information from the CCM and EPB Group while the financial ratios
in the table were computed by Protégé Associates.
* Gross Profit Margin = Gross Profit / Revenue
** Profit after Tax Margin = Profit after Tax / Revenue
3. ^ Local manufacturers who are able to provide one stop food processing and packaging machinery
solutions.
4. #
GEA Westfalia Separator (Malaysia) Sdn Bhd is a wholly-owned subsidiary of GEA Westfalia Separator
(SEA) Pte. Ltd., a company incorporated in Singapore. The penultimate and ultimate holding
companies are GEA Westfalia Separator GmbH and GEA Group AG respectively, both incorporated in
Germany. GEA Group AG is currently listed on the Frankfurt Stock Exchange in Germany.
5. n/a denotes that information is not available from CCM
6. ^^
denotes the latest available financial information from CCM as at 29 May 2024
Sources: CCM, EPB Group and Protégé Associates
4.2 EPB Group’s Market Share Analysis
For the FYE 31 December 2023, EPB Group generated revenue of RM100.54 million from its food
processing and packaging machinery solutions business segment, which was equivalent to 5.8% share of
the RM1.73 billion market size of the Malaysian F&B processing machinery industry in 2023.
5.0 Demand and Supply Conditions
Figure 6: Demand and Supply Conditions Affecting the F&B Processing Machinery Industry
in Malaysia, 2024-2028
Short- Medium- Long-
Term Term Term
Impact Conditions
2024- 2026-
2028
2025 2027
Demand
+ Labour Shortage Spurs Adoption of More High High High
Industrial Automation
+ A Wide Range of F&B Products Requiring High High High
Processing
+ Preference for Convenient Processed Food Medium Medium Medium
Products
+ Positive Policy Support from the Malaysian Medium Medium Medium
Government to Develop the Local Food-
Related Industries
+ Steady Population Growth Medium Medium Medium
- High Inflationary Pressure Weakening Medium Medium Medium
Purchasing Power and Affecting Consumer
Sentiment
Supply
+ Technological Advancement Medium Medium Medium
Source: Protégé Associates
Labour Shortage Spurs Adoption of More Industrial Automation
As with most manufacturing industries, the Malaysian F&B processing industry is labour intensive. With
the country facing labour shortages due to poor participation from Malaysians, the F&B processing
industry is heavily reliant on foreign workers for its manufacturing activities. It does not help that policies
on foreign workers have been constantly under close scrutiny and are vulnerable to frequent changes
particularly on levy rates and number of foreign workers allowed to work in Malaysia.
To combat this issue, the Malaysian Government has been encouraging industry players to increase the
level of automation in their operations. This includes the use of F&B processing machineries which can be
incorporated into a manufacturer’s integrated operations, or in the case of smaller operations, can serve
to increase productivity through the use of machinery instead of manual labour. Technological advances
have also seen robotics increasingly being incorporated into F&B processing machineries to further reduce

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the need for manual labour. This development bodes well for the development of the local F&B processing
machinery industry.
A Wide Range of F&B Products Requiring Processing
The F&B products segment in Malaysia is innovative in meeting the demand of its customers by developing
various types of products to cater for consumers of varying age and income categories. Manufacturers of
F&B products tend to produce a variety of products in different forms and packaging to be able to target
a larger pool of consumers from varying age and income brackets.
Consumers generally are more inclined to choose products in accordance to their affordability and
convenience. For examples, some consumers may choose meat that has been cut into convenient sizes
while others may choose other processed meat products such as nuggets or sausages. A consumer with
a busy lifestyle may prefer ready-to-eat food products while another may opt to buy fresher ingredient to
cook. In addition, a consumer may choose biscuits with a larger serving packaging while another
consumer may opt to choose for individual serving packaging that is more convenient to consume away
from home. At the same time, a same brand of cheese may come in single slice packaging to cater for
adults as well as in stick or small cube-form to cater for kids.
Manufacturers are also constantly adapting their products to include new flavours and other ingredients,
as driven by the latest local and international trends. The ability of the local F&B processing machinery
industry to meet and cope with the ever-changing demands of its consumers has supported industry
growth.
Preference for Convenient Processed Food Products
Rapid urbanisation in Malaysia has led to a change in the population’s lifestyle; more women have joined
the workforce and people are working longer hours. With lesser time to prepare for a meal, convenience
has become an important consideration when choosing the type of products to consume. This has led to
increased consumption of conveniently processed food products such as ready-to-eat meals and packed
food products, or food products that have been processed into forms that are easier to cook or prepare.
There is an increasing amount of food products in Malaysia that are packaged in forms that are convenient
for their consumers to consume or prepare. These include re-sealable, single-serve and lightweight
packages that suit the modern ‘grab-and-go’ lifestyle, as well as “instant” food products that generally
only require very simple steps to cook, such as instant cake or cookie mixtures or other instant dishes,
whereby the consumers only need to add water or other liquid substance to bake or cook. The increase
in demand for these types of food products is expected to lead to higher needs for various types of food
processing as well as packaging leading to higher demand for F&B processing machinery.
Positive Policy Support from the Malaysian Government to Develop the Local Food-Related
Industries
In the past, the local food processing industry was earmarked for further development under the Third
Industrial Master Plan with focus on major areas such as the supply of raw materials, incentives for the
food processing companies, training and skills development, market development and financial assistance.
Food-related industries have continued to receive positive policy support from the Malaysian Government.
The recent National Agrofood Policy 2.0 (the successor of the National Agrofood Policy 1.0) (2021-2030)
rolled out by the Ministry of Agriculture and Food Industries has highlighted the strategies to transform
the local agrifood sector into a sustainable, competitive and high-technology sector, and to boost
economic growth to improve the wellbeing of the population. This development is expected to bode well
for the growth of the local F&B processing industry which is a key stakeholder in the local-food-related
industries.
Steady Population Growth
The Malaysian population is expected to continue growing at a steady pace. According to DOSM, the total
population of Malaysia was 33.4 million in 2023. This figure is projected to grow steadily to reach 41.5
million in 2040. As the size of population increases, the potential pool of demand for F&B products also
increases accordingly. In other words, the uptake in F&B products is positively correlated to population
growth. Hence, the steady population growth in Malaysia is expected to spur the continued demand for
F&B products moving forward. This is also expected to bode well for the local F&B processing machinery
industry.
High Inflationary Pressure Weakening Purchasing Power and Affecting Consumer Sentiment
The headline inflation in Malaysia continued to grow in 2023. The consumer price index (CPI) (2010 =
100) increased by 2.5% from 127.2 in 2022 to 130.4 in 2023, driven by food and non-alcoholic beverages
which increased by 4.8% during the year. Other segments which contributed to higher prices were
furnishings, household equipment & routine household maintenance, housing, water, electricity, gas and

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other fuels, and transport. The headline inflation in the country is expected to continue trending up leading
to higher product prices including the prices of F&B products. This is mainly attributed to elevated global
energy and commodity prices, the disruptions in the global supply chain and the weakness of the ringgit
against the US dollar. Besides that, consumers are grappling with rising borrowing costs amidst the various
hikes in the overnight policy rate by Bank Negara Malaysia. These developments can weaken purchasing
power and affect consumer sentiments leading to dampened demand for F&B products, which in turn,
reduce the demand for F&B processing machineries.
Technological Advancement
To cater for the growing demand for processed F&B products, there has been a need for manufacturers
to increase production capability and capacity. Integrated systems are utilised in manufacturing facilities
where the production processes are fully or partially automated with minimal requirement of manual
labour. The availability of modern technology allows for the development of machinery that can drive
production productivity and efficiency and promote better consistency in the quality of products produced.
For example, the adoption of robotics technology is increasing, and it facilitates higher production volume,
improves food safety and is less labour-intensive, thereby enhancing competitiveness. Manufacturers that
have invested in newer technologies stand to benefit from cost savings generated and faster product-to-
market lead time.
With the introduction of more advanced technology, most of the manufacturing processes for the
production of F&B products can now be carried out using machinery and equipment rather than manual
labour. The introduction of these machinery and equipment has allowed for the economies of scale for
manufacturers of F&B products. In recent years, the usage of robotics in the F&B processing industry has
also been on the rise. Technological advances, such as image recognition and gripper technology, have
enabled robots to be increasingly capable of handling both delicate and diverse products. These robots
can comply with strict food safety requirements, and function in challenging work environments (such as
heat, moisture and cold). The robots used in the F&B processing industry can be generally segmented
into generic robots that perform heavy standard tasks such as sorting boxes or storing pallets, and
specialised robots that perform more complex and specific tasks such as carcass opener in the meat
industry, lettuce and fruit corers in vegetable and fruit processing, as well as packing robots for biscuits
and confectionery.
Integrated systems are not confined to the production process alone but can be extended to the packaging
of the products as well. With the introduction of conveyor belts, collators and automated packers, the
processing process has also been greatly improved. Food processing technology is required to comply
with many requirements including protection against contamination and low pollution emission. As
manufacturers often have a wide range of products, a more sophisticated processing system may be
required to ensure correct product processing as well as to provide flexibility to cater for frequent product
changes.
6.0 Substitute Products
The use of some types of F&B machineries can be substituted with the use of manual labour. Nonetheless,
the use of F&B machineries can offer partial or full automation processing that minimises the risk of
human error, drive operational efficiency and productivity, allow for scaling up of production and
undertake processes that are risky or cannot be performed by manual labour. As such, F&B processing
machineries are expected to continue undertaking a vital role in the processing of F&B products.
7.0 Relevant Laws and Regulations
Notable laws and regulations that are relevant to the F&B processing industry in Malaysia include but are
not limited to the Factories and Machineries Act 1967, the Local Government Act 1976, the Environmental
Quality Act 1974, the Occupational Safety and Health Act 1994, the Street, Drainage and Building Act
1974 as well as the Employees’ Minimum Standards of Housing, Accommodation and Amenities Act 1990.
8.0 Prospects and Outlook of the F&B Processing Machinery Industry in Malaysia
The outlook of the local F&B processing machinery industry during the forecast period from 2024 to 2028
is positive. Factors boosting growth within the local F&B processing machinery industry are likely to come
from the labour shortage issues in the country that have spurred the adoption of more industrial
automation, leading to higher demand for processing machineries, a wide range of F&B products requiring
processing and consumer preference for convenient processed food products. The support from the
Malaysian Government to develop the local food-related industries is also expected to help support
demand for F&B processing machineries. Furthermore, a growing population will likely drive higher
consumption of food and thus, supporting the increasing need for more F&B processing machineries.
Nonetheless, high inflationary pressure is expected to weaken purchasing power and affect consumer
sentiment. On the supply side, the Malaysian F&B processing machinery industry is expected to benefit

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from the advancement in technology in the country whereby the production processes are fully or partially
automated with minimal requirement of manual labour.
The Malaysian F&B processing machinery industry is expected to grow from RM1.90 billion in 2024 to
RM2.84 billion in 2028, registering a CAGR of 10.4%.
9.0 Prospects of the F&B Processing Machinery in Indonesia
The Indonesian economy expanded by 5.0% in 2023 (2022: 5.3%). The growth in the Indonesian
economy was broad-based with three industries namely, transportation and storage, other services
activities, and accommodation and food service activities experiencing double-digit growth rate.
Indonesia’s economy is projected to grow by 5.0% and 5.1% in 2024 and 2025 respectively.
With a population of 278.7 million people in mid-2023, Indonesia has been actively developing its F&B
sector to fulfil domestic demand. The primary sector, which produces raw materials for the F&B industry
by agriculture, plantation and fisheries as well as the manufacturing of F&B products are notable
contributors to the Indonesian economy. In particular, growth in the Indonesian F&B processing industry
is supported by increasing consumer purchasing power, changing demands towards modern packaged
food products, influence of western food and the emergence of large global companies in the country.
At the same time, other trends driving the F&B processing industry stem from rising health consciousness
increasing demand for healthy packaged food products, including snacks, noodles and baked goods, as
well as higher demand for quick preparation meals and frozen foods that cater to busy urban lifestyles.
Some of the major F&B processing segments in the country include dairy, baby food, baked goods and
noodles. Expanding consumer preferences for milk, yoghurt and cheese have also increased the market
size of dairy-based packaged goods. Other processed food such as baked goods and noodles,
confectionery and condiments have also led to increased demand for wheat, nuts, dried fruits and ground
or powdered spices. The continued development of the Indonesian F&B processing industry is expected
to bode well for the expansion of the F&B processing machinery industry, which serves as a crucial
enabling industry to the F&B sector.
Locally produced processing machinery are mostly of older and less sophisticated technology and local
suppliers face challenges in meeting the demand from local F&B manufacturers, especially from large and
established players. As such, the majority of machinery for processing F&B has to be imported.
10.0 Prospects of the F&B Processing Machinery in the Philippines
The economy of the Philippines expanded by 5.6% in 2023 (2022: 7.6%). The economic growth in the
country was mainly supported by the wholesale and retail trade, repair of motor vehicles and motorcycles,
as well as the construction industries. The Philippines’ economy is projected to grow by 6.2% in both
2024 and 2025. As of 1 May 2020, the total population of the Philippines was 109.0 million people. The
total population of the Philippines is projected to reach 115.4 million people by mid-2025.
The F&B processing industry in the Philippines is one of the main drivers of the country’s manufacturing
sector and has continued to expand over the years. As such, the industry has been identified by the
Philippines government as a priority sector for attracting foreign investment under special economic zones.
The Philippines’ F&B processing industry is composed of several major segments, including fruits and
vegetables, fish and marine products, meat and poultry products, flour and bakery products, beverages,
confectioneries, dairy products, food condiments and seasonings, food supplements, bottled water, snack
foods and fats and oils.
A large percentage of the local F&B processing industry’s output is consumed domestically. Some of the
factors supporting demand for processed food in the country include population growth, rising middle
income earners, increasing number of dual-income families, higher disposable income, a young highly
urbanised population with increasingly sophisticated tastes, easier access to supermarkets, as well as
higher awareness of food quality and safety.
The F&B processors located in the country are mostly micro, small and medium enterprises, of which
many are owned by single proprietor. However, there also exist large integrated corporations that
dominate the Philippines’ market and can compete on equal footing with foreign players. The continued
development of the F&B processing industry in the Philippines is expected to bode well for the expansion
of the F&B processing machinery industry in the country.

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9. RISK FACTORS

YOU SHOULD EVALUATE AND CONSIDER CAREFULLY, ALONG WITH OTHER MATTERS IN
THIS PROSPECTUS, THE FOLLOWING RISK FACTORS WHICH MAY IN THE FUTURE HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS OPERATIONS, FINANCIAL POSITION AND
PERFORMANCE, IN ADDITION TO OTHER INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS, BEFORE MAKING AN APPLICATION FOR OUR IPO SHARES.

9.1 RISKS RELATING TO OUR BUSINESS AND OPERATIONS

9.1.1 OUR FINANCIAL PERFORMANCE IS DEPENDENT ON OUR ABILITY TO CONTINUALLY


SECURE NEW ORDERS FROM EXISTING AND NEW CUSTOMERS

Our success is dependent on our ability to continually secure new orders from existing and new
customers in relation to our three (3) business segments namely, food processing and
packaging machinery solutions, trading of cellulose casings, and manufacturing and trading of
flexible packaging materials. Our products and services (after-sales maintenance and repair
works), particularly in relation to our food processing and packaging machinery solutions
business segment, are generally offered on a one-off basis customised in accordance with our
customers’ needs and specifications; whilst our sales for the manufacturing and trading of
flexible packaging materials business segment are generally based on individual confirmed
orders from our customers. For our trading of cellulose casings, although we have entered into
supply contract with two of our major customers (namely, PT. Wonokoyo Jaya Corporindo and
PT. Dagsap Endura Eatore), the actual sale delivery will still be subject to confirmation from
the said customers.

Our existing customers may opt to cease issuing new purchase orders, reduce or limit the size
and/or scope of products and/or services requested, and/or cancel the purchase orders made
due to various factors such as budget constraints, our ability to meet customers’ specification
and requirements, competitive pricing, timely delivery, as well as continued customer service.
Notwithstanding our sales and marketing efforts, there can be no assurance that new
customers approached by our Group will eventually purchase from us.

As at the LPD, we have an order book of RM44.29 million as set out below: -

Expected to be fulfilled
and billed in FYE 2024
Order book by business segment RM’000
Food processing and packaging machinery solutions 37,133

Trading of cellulose casings 6,275

Manufacturing and trading of flexible packaging materials 880

Total 44,288

There can be no assurance that our current order book can be sustained in the future; nor can
we provide any assurance that the orders currently in our order book will not be delayed,
reduced in the scope of products and/or services requested, or cancelled. Such delay,
reduction in scope of products and/or services requested, or cancellation may lead to an
adverse effect on our business operations, financial performance and financial position.

Notwithstanding that we have enjoyed favourable growth in revenue during the Financial Years
Under Review, there is no assurance that we will be able to sustain the revenue size and/or
rate of growth in the future. In the event we are unable to continually secure adequate new
orders from existing and new customers, our financial performance and financial position will
be adversely affected.

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9. RISK FACTORS (cont’d)

9.1.2 WE ARE DEPENDENT ON ONE OF OUR MAJOR SUPPLIERS

For the Financial Years Under Review, we were dependent on Shandong Vicel of China for the
supply of cellulose casings. Purchases from Shandong Vicel accounted for 12.99%, 16.30%,
17.84% and 12.85% of our total purchase value respectively for the Financial Years Under
Review. Shandong Vicel is the sole supplier for cellulose casings to our Group for the Financial
Years Under Review, save for a one-off repurchase of cellulose casings amounting to RM0.07
million from one of our Group’s customers to cater for an urgent need of another customer in
the FYE 2020 (as disclosed under Section 7.18, Note (2) of this Prospectus). We are a
distributor of Shandong Vicel’s Vicel Speedy Peel Cellulose Casings in Indonesia for two (2)
years commencing from 1 January 2024 based on the renewed and latest distribution
agreement. However, there can be no assurance that Shandong Vicel will continue to grant us
the distributorship upon the expiry of the current agreement or renew the agreement on similar
terms.

Revenue from trading of cellulose casings contributed 11.11%, 12.86%, 13.36% and 11.92%
of our Group’s total revenue respectively for the Financial Years Under Review. In the event of
sudden cessation or disruption to the supply of cellulose casings from Shandong Vicel and we
are unable to deliver to our customers within their required timeframe, revenue from trading of
cellulose casings will be affected which in turn, may adversely affect our operations and
financial performance.

For the Financial Year Under Review and up to the LPD, we have not experienced any material
disruptions such as cancellation or non-fulfilment of our purchase orders with our major
suppliers including Shandong Vicel. Further details on our major suppliers are disclosed in
Section 7.17 of this Prospectus. Nonetheless, the supply of cellulose casings from Shandong
Vicel might be disrupted due to factors not fully within our control.

9.1.3 WE ARE EXPOSED TO RISK RELATING TO FLUCTUATIONS IN RAW MATERIAL PRICES

The raw materials required in our fabrication activities include stainless steel products and
aluminium products among others. As such, we are dependent on the continuous supply of
such raw materials which we source from various suppliers in Malaysia. These raw materials
are commodities, and their prices are subject to fluctuations in global market prices. Any price
hikes in raw materials caused by their shortages, which are beyond our control could result in
increased costs and hinder our Group’s business profitability particularly given that our Group
cannot immediately or fully pass-on these costs to our recurring customers. Notwithstanding
that we have not experienced any major fluctuation in prices of our raw materials that have
materially affected our financial performance for the Financial Years Under Review and up to
the LPD. Nonetheless, our Group’s future financial performance might be hindered by
fluctuations in raw material prices.

9.1.4 WE ARE DEPENDENT ON OUR EXECUTIVE DIRECTORS AND KEY SENIOR


MANAGEMENT FOR THE CONTINUED SUCCESS AND GROWTH OF OUR BUSINESS

We believe that our continued success is dependent on the expertise, experience and efforts
of our Executive Directors, Key Senior Management and other qualified personnel. Our ability
to retain these qualified and competent personnel is vital towards ensuring the successful
execution of our Group’s business strategies because it can be difficult, time-consuming and
expensive to identify replacement personnel with the required combination of technical know-
how on product development and integration of robotic technology within our product offerings,
skills and attributes. Therefore, our ability to attract and retain a highly-skilled and experienced
workforce is crucial for our continued success, future business growth and prospects as well
as implementation and execution of our business strategies and future plans as set out in
Section 7.20 of this Prospectus.

Notwithstanding that we have put in place succession planning as well as compensation


packages and reward schemes, there can be no assurance that we will be able to retain all of
our Executive Directors, Key Senior Management and/or other qualified personnel in the future.
The loss of any Executive Director and/or any of our Key Senior Management simultaneously
or within a short time may create unfavourable or material impact on our Group’s operations
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9. RISK FACTORS (cont’d)

and the future growth of our business; which may ultimately affect the results of operations,
performance and prospects of our Group if we are not able to replace or attract suitable talents
in a timely manner.

For the Financial Years Under Review and up to the LPD, we have not experienced any loss
of our Executive Directors, Key Senior Management or other qualified personnel which
disrupted our Group’s business operations and financial performance. Nonetheless, there can
be no assurance that we would not encounter such challenge in the future.

9.1.5 WE ARE SUBJECT TO CREDIT RISKS BASED ON THE CREDIT PERIODS GRANTED TO
OUR CUSTOMERS

We are subject to credit risks associated with our customers and our profitability and cash flows
may be affected if our customers fail to make timely payments for the outstanding trade
balances owing to us.

The normal credit periods granted by our Group to customers ranges from 0 to 180 days. The
credit term for each customer may vary depending on various factors including the length of
business relationship, their payment track record, creditworthiness and credit limit. Our trade
receivables turnover period were 66 days, 57 days, 43 days and 29 days respectively for the
Financial Years Under Review; which is within our normal credit period granted to our
customers. Our Group’s total trade receivables, net of allowance for impairment loss, stood at
RM10.27 million as at 31 December 2023; of which RM6.74 million or 65.63% exceeded the
normal credit period. As at the LPD, we have collected RM10.30 million or 78.69% of our
Group’s total trade receivables which were outstanding as at 31 December 2023.

We have not experienced any significant bad debts or major disputes with our trade receivables
for the Financial Years Under Review. We assess the collectability of trade receivables on an
individual customer basis and provide for impairment loss on receivables in the following
manner: -

(i) simplified approach using a provisional matrix to estimate lifetime expected credit loss
in accordance with MFRS 9 Financial Instruments; and

(ii) specific allowance for impairment on overdue balances where recoverability is


ascertained to be uncertain based on our dealings with the customer.

The details on the allowance for impairment loss on receivables provided by us for the Financial
Years Under Review are as follows: -

Audited
FYE 2020 FYE 2021 FYE 2022 FYE 2023
RM’000 RM’000 RM’000 RM’000
Net allowance for impairment loss on 110 866 80 301
receivables recognised during the
financial year

PBT 7,742 13,853 15,579 19,155


Net allowance for impairment loss on 1.42 6.25 0.51 1.57
receivables as a % of PBT

Whilst our finance team monitors collections from our customers regularly and follows up on
any overdue amounts, there can be no assurance that the outstanding debts owing by our
customers will be fully collected. Any default by our trade receivables to fulfil their debt
obligations in the future may adversely affect our financial performance and financial position.

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9. RISK FACTORS (cont’d)

9.1.6 WE MAY NOT BE ABLE TO SUCCESSFULLY EXECUTE OUR BUSINESS STRATEGIES


AND FUTURE PLANS WHICH MAY HINDER OUR GROUP’S BUSINESS GROWTH AND
SUCCESS

To grow our business and remain competitive, we intend to expand our business footprint and
increase robotic footprint in food processing and packaging machinery solutions. Please refer
to Section 7.20 of this Prospectus for further details on our business strategies and future plans.

The prospects and future growth of our business are dependent on our ability to implement and
execute our business strategies and future plans effectively and promptly. The successful
implementation of our business strategies and future plans may be affected by risk factors not
fully within our control such as the general market and economic conditions, delay in completion
of the construction of our new factory, customer acceptance level towards integration of robotic
technology in the food processing and packaging machinery solutions offered by us, and the
demand for our products and services may not match our enlarged capacity on an immediate
basis. As such, there might be a delay or failure to implement any or all of our business
strategies and future plans. In addition, even if we are able to successfully implement our
business strategies and future plans, there can be no assurance that the actual outcomes and
results would meet our original expectations.

Any delay or failure to implement any or all of our business strategies and future plans, or
should the actual outcomes and results from any or all of our business strategies and future
plans be less favourable than our original expectations, our business growth and success may
be adversely affected which in turn, may have a negative effect on our financial performance
and financial position.

9.1.7 WE ARE EXPOSED TO THE FLUCTUATIONS IN THE FOREIGN EXCHANGE RATES

We are exposed to foreign currency risk because some portion of our sales and purchases are
transacted in foreign currencies namely the USD, EUR, NTD, SGD, IDR, RMB and PHP. As
such, we are exposed to fluctuations in foreign exchange rates and any adverse movements in
the foreign exchange markets may have a negative impact on our financial performance and
operating results. For the Financial Years Under Review, our sales and purchases transactions
denominated in local and foreign currencies are as follows: -

Audited
FYE 2020 FYE 2021 FYE 2022 FYE 2023
RM’000 % RM’000 % RM’000 % RM’000 %
Sales denominated
- RM (local currency) 27,551 44.66 36,669 48.43 36,026 40.43 36,951 30.26
- USD 34,018 55.15 38,685 51.09 53,067 59.54 79,745 65.30
- EUR 15 0.02 147 0.19 16 0.02 809 0.66
- IDR 38 0.06 - - - - - -
- SGD 67 0.11 216 0.29 5 0.01 4,611 3.78
61,689 100.00 75,717 100.00 89,114 100.00 122,116 100.00

Purchases denominated
- RM (local currency) 14,432 38.31 15,647 36.34 23,063 45.43 18,595 27.20
- USD 19,679 52.23 25,319 58.80 26,881 52.94 39,063 57.14
- EUR 1,358 3.60 325 0.75 45 0.09 1,402 2.05
- NTD 1,474 3.91 1,527 3.55 774 1.52 587 0.86
- PHP - - 4 0.01 8 0.02 - -
- RMB 354 0.94 240 0.55 - - 8,715 12.75
- IDR 379 1.01 - - - - - -
Total 37,676 100.00 43,062 100.00 50,771 100.00 68,362 100.00

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9. RISK FACTORS (cont’d)

The impact of foreign exchange fluctuations on our financial performance during the Financial
Years Under Review are as follows: -

Audited
FYE 2020 FYE 2021 FYE 2022 FYE 2023
RM’000 RM’000 RM’000 RM’000
Realised gain on foreign exchange 75 8 136 198
Unrealised gain on foreign exchange 180 216 181 307
Realised loss on foreign exchange (195) (192) (24) (217)
Unrealised loss on foreign exchange (115) (18) (126) (383)

Net (loss)/gain on foreign exchange (55) 14 167 (95)

PBT 7,742 13,853 15,579 19,155


Net (loss)/gain on foreign exchange as a % of PBT (0.71) 0.10 1.07 (0.50)

Our Group currently does not have a formal policy with respect to our foreign exchange
transactions. Exposure on foreign exchange is monitored on an ongoing basis, and our Group
endeavours to keep the net exposure within an acceptable level. Our Group also holds cash
and cash equivalents denominated in foreign currencies for working capital purposes.

Our Group does not use any financial instruments to hedge our exposure to fluctuation in
foreign currency exchange rates. As at the LPD, we have not entered into any foreign exchange
contracts as we endeavour to naturally hedge our foreign currency payments against our
foreign currency collections. Nonetheless, we are subject to foreign exchange fluctuation risk
for any mismatch in the purchases from our overseas suppliers and revenue from our sales to
overseas customers. A depreciation of the RM against the foreign currencies may lead to higher
costs of sales for our Group, whilst an appreciation of the RM against the foreign currencies
may lead to lower sales and collections for our Group. Should such adverse event materialise,
and we shall fail to pass on the adverse fluctuations to our customers in a timely manner, our
financial performance may be adversely affected due to the reduced GP margin as a result of
higher costs of sales or lower sales and collections.

9.1.8 WE ARE EXPOSED TO UNFAVOURABLE REGULATORY AND POLICY CHANGES


RELATING TO THE HIRING OF FOREIGN WORKERS

We employ foreign workers in our business operations. As at the LPD, we have 42 foreign
workers representing 26.75% of our total workforce. In Malaysia, the employment of foreign
workers is subject to compliance with the laws and regulations enforced by the Immigration
Department of Malaysia. Any unfavourable regulatory and policy changes relating to the hiring
of foreign workers between Malaysia and the countries from which the foreign workers are
sourced may adversely affect the availability of foreign workers, resulting in our Group not
being able to continue employ new foreign workers or renew the working permit of existing
foreign workers. In addition, any future increase to the minimum wages and/or any other costs
associated with the hiring of foreign workers as implemented by the Government may result in
an increase in our overall costs.

9.1.9 WE ARE EXPOSED TO RISK RELATING TO INADEQUACY ON INSURANCE COVERAGE


ON OUR GROUP’S ASSETS AND EMPLOYEES

We are subject to risks such as fire, flood, accidents as well as public liability. As such, we have
purchased insurance which include fire and burglary insurance, equipment insurance, public
liability insurance, to provide coverage against any unforeseen event. Whilst we have taken
the necessary steps to ensure that our insurance coverage is adequate for our operations and
assets, it may not be adequate to fully compensate for the loss that we may suffer in the future.
If we suffer losses that exceed the coverage provided by the insurance policies, it could have
an adverse impact on our business, financial condition and results of operations.

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9. RISK FACTORS (cont’d)

9.2 RISKS RELATING TO THE INDUSTRY IN WHICH OUR GROUP OPERATES

9.2.1 WE OPERATE IN A COMPETITIVE ENVIRONMENT

The industries that we operate in are competitive and characterised by rapid changes in
technology, changing customer requirements and frequent introduction of new or improved
products. Our competitors may have broader portfolio of products and/or services, longer
operating track record, greater financial, technical, marketing, sales and other resources,
higher profile, better funding for R&D or product and/or service development, more extensive
international operations and/or a larger base of customers than we do.

Competitive pressures in the market or our failure to compete effectively may lead to reduced
revenue, price reductions, reduced margins, loss of market share and inability to gain market
share, any one of which could negatively impact the business operations and financial
performance of our Group. Notwithstanding that our Group seeks to differentiate ourselves
from our competitors by leveraging on our competitive strengths as set out in Section 7.19 of
this Prospectus, there can be no assurance that we will be able to compete effectively against
our existing and future competitors.

9.2.2 WE ARE SUBJECT TO RISKS RELATING TO GOVERNMENT, ECONOMIC, FISCAL OR


MONETARY POLICIES AS WELL AS THE OCCURRENCE OF FORCE MAJEURE EVENTS
SUCH AS GLOBAL PANDEMIC RISKS

For the Financial Years Under Review and up to the LPD, we derived our revenue and sourced
our purchases from both the local and overseas markets. As such, our financial performance
and business prospects are subject to the political, economic and regulatory risks in Malaysia
as well as all the other foreign countries that we are supplying to or sourcing from. Uncertainties
in political, economic and regulatory conditions include, but are not limited to, changes in the
political leadership leading to unstable political situation, changes in government legislations
and policies affecting the manufacturing sector, general economic and business conditions,
movement in interest rates, changes in accounting and taxation policies, inflation rate as well
as renegotiation or nullification of existing contracts. Our business is also susceptible to the
risks of any future uncontrolled and/or prolonged disease outbreaks such as the recent COVID-
19 pandemic that could result in the interruptions of our business operations and adversely
affect our financial performance.

As at the LPD, our conduct of business has not been severely restricted in the past save for
the disruptions caused by the lockdown measures imposed to curb the COVID-19 pandemic.
We will continue to adopt prudent management and precautionary measures. However, our
Group’s ability to conduct business and future financial performance, might be adversely
impacted by any changes in the political, economic and regulatory conditions in Malaysia
and/or other foreign countries that we are supplying to or sourcing from; as well as the
occurrence of force majeure events.

9.3 RISKS RELATING TO THE INVESTMENT IN OUR SHARES

9.3.1 NO PRIOR MARKET FOR OUR SHARES AND IT IS UNCERTAIN WHETHER A


SUSTAINABLE MARKET WILL EVER DEVELOP

Prior to our Listing, there has been no prior public market for our Shares. As such, there is no
assurance that an active/liquid market for our Shares will develop upon Listing, or if developed,
that such a market can be sustained.

In addition, as we are seeking a listing on the ACE Market, investment in our Shares may be
perceived to be of higher investment risk as compared to companies listed on the Main Market
of Bursa Securities. Please refer to the cautionary statement disclosed in the Cover Page of
this Prospectus.

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9. RISK FACTORS (cont’d)

Notwithstanding that the IPO Price was determined after taking into consideration the factors
as set out in Section 4.6 of this Prospectus, there is also no assurance that the IPO Price will
correspond to the price at which our Shares will be traded on the ACE Market upon or
subsequent to our Listing and that the market price of our Shares will not decline below the
IPO Price.

9.3.2 CAPITAL MARKET RISKS AND VOLATILITY OF OUR SHARE PRICE AND TRADING
VOLUME

The performance of capital market is very much dependent on external factors such as the
performance of the regional and global stock markets and the inflow or outflow of foreign funds.
Market sentiment is also induced by factors such as economic and political conditions and
growth potential of the various sectors of the economy. These factors constantly contribute to
the volatility of share prices witnessed on capital market and this adds risks to the market price
of our Shares. Nevertheless, our profitability is not dependent on the performance of capital
market as our business activities have no direct correlation with the performance of securities
listed on capital market.

The trading price and volume of our Shares may fluctuate significantly and rapidly due to,
amongst others, the following factors where some of which are beyond our control: -

(i) variations in our financial results and operations;

(ii) success or failure of our Executive Directors and Key Senior Management in
implementing business and growth strategies;

(iii) gain or loss of an important business relationship;

(iv) changes in securities analysts’ recommendations, perceptions or estimates of our


financial performance;

(v) changes in conditions affecting the industry, the general economic conditions or stock
market sentiments or other related events and factors;

(vi) changes in market valuations and share prices of companies with similar business to
our Group that may be listed on Bursa Securities;

(vii) additions or departure of our Executive Directors or Key Senior Management;

(viii) fluctuation in stock market prices and volume; and/or

(ix) involvement in litigation.

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. The market price and trading volume of our Shares might be subject to
volatility due to market sentiments.

9.3.3 CONTROL BY OUR PROMOTERS

Upon Listing, our Promoters will collectively hold approximately 67.20% of our enlarged issued
share capital. This provides them with voting control over our Group. As a result, they will be
able to, in the foreseeable future, effectively control the business direction and management of
our Group including the election of Directors, the timing and payment of dividends. Our
Promoters will be in the position to influence the outcome of certain matters requiring the vote
of our shareholders unless they are required to abstain from voting either by law or by relevant
guidelines or regulations.

As a step towards good corporate governance, we have appointed four (4) Independent Non-
Executive Directors and set up an Audit and Risk Management Committee to ensure that,
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9. RISK FACTORS (cont’d)

amongst others, all future transactions involving related parties are entered into on an arm’s
length basis, on normal commercial terms which are not more favourable to the related parties
than those generally available to the public and are not detrimental to our minority
shareholders. Our Audit and Risk Management Committee will, in that sense, represents the
interest of the minority shareholders and the general public at large.

Nonetheless, 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 OUR SHARES
IN THE PUBLIC MARKET FOLLOWING OUR LISTING COULD ADVERSELY AFFECT THE
MARKET PRICE OF OUR SHARES

Following the completion of our IPO and Listing, approximately 25.95% of our enlarged issued
share capital will be held by public investors participating in our IPO; whilst approximately
74.05% of our enlarged issued share capital will be held by our Promoters, Directors and Key
Senior Management who do not fulfil the definition of “Public” in accordance with the Listing
Requirements collectively.

It is possible that our Promoters and substantial shareholders may dispose of some or all of
their Shares after their respective moratorium period, pursuant to their own investment
objectives. If our Promoters and substantial shareholders sell, or are perceived as intending to
sell, a substantial amount of our Shares, the market price of our Shares could be adversely
affected.

9.3.5 DELAY IN OR ABORTION OF OUR LISTING

The occurrences of any of the following events which could cause a delay in, or abortion of,
our Listing: -

(i) our Underwriter exercising its rights pursuant to the Underwriting Agreement to
discharge itself from its obligation thereunder;

(ii) selected investors fail to subscribe for the portions of our IPO Shares allotted to them
which have not been underwritten by the Underwriter;

(iii) we are unable to meet the public shareholding spread requirement prescribed by Bursa
Securities of at least 25.00% of our enlarged issued share capital for which listing is
sought must be held by a minimum number of 200 public shareholders each holding
not less than 100 Shares upon the completion of our IPO and at the point of our Listing;
or

(iv) the revocation of approvals from relevant authorities prior to our Listing or Admission
for whatever reason.

Where prior to the issuance and allotment of our IPO Shares: -

(i) the SC issues a stop order pursuant to Section 245(1) of the CMSA, the applications
shall be deemed to have been withdrawn and cancelled and we shall repay without
interest all monies received from the applicants and if any such money is not repaid
within fourteen (14) days of stop order, we shall be liable to repay such monies with
interest at the rate of 10.00% per annum or at such other rate as may be specified by
the SC from the expiration of that period pursuant to Section 245(7)(a) 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, investors will not receive any of our IPO Shares, and all monies
paid in respect of all applications for our IPO Shares will be refunded free of interest.

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9. RISK FACTORS (cont’d)

Where subsequent to the issuance and allotment of our IPO Shares: -

(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 fourteen (14) days
of stop order, we shall be liable to repay such monies with interest at the rate of 10.00%
per annum or at such other rate as may be specified by the SC from the expiration of
that period pursuant to Section 245(7)(a) 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, supported by either:

(i) 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; or

(ii) a solvency statement from the directors.

Therefore, there is a risk that monies paid in respect of our IPO Shares cannot be recovered
in a timely manner.

Nonetheless, we will endeavour to ensure compliance with the Listing Requirements and all
other applicable regulatory requirements for our successful listing on the ACE Market of Bursa
Securities.

9.3.6 UNCERTAINTY OF DIVIDEND PAYMENTS

Our ability to declare dividends to our shareholders is dependent on, amongst others, our future
financial performance, cash flows position, capital requirements and other obligations, and our
ability to implement our business strategies and future plans. Deterioration of these factors
could have an effect on our business, which in turn will affect our ability to declare dividends to
our shareholders. As such, there is no assurance that we will be able to pay dividends to our
shareholders subsequent to our Listing.

Dividends payments are not guaranteed, and our Board may decide, at its 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.

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Registration No.:
Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST

10.1 RELATED PARTY TRANSACTIONS AND OTHER TRANSACTIONS

Pursuant to the Listing Requirements, a “related party transaction” is a transaction entered into
by a listed corporation or its subsidiaries that involves the interest (direct or indirect) of a related
party. A “related party” of a listed corporation is: -

(i) a director, having the meaning given in Section 2(1) of the CMSA and includes any
person who is or was within the preceding six (6) months of the date on which the
terms of the transaction were agreed upon, a director of the listed corporation, its
subsidiaries or holding company or a chief executive of the listed corporation, its
subsidiaries or holding company; or

(ii) a major shareholder including any person who is or was within the preceding six (6)
months of the date on which the terms of the transaction were agreed upon, a major
shareholder of the listed corporation, its subsidiaries or holding company, having an
interest or interests in one (1) or more voting shares in a corporation and the number
or aggregate number of those shares is:-

(a) 10% or more of the total number of voting shares in the corporation; or

(b) 5% or more of the total number of voting shares in the corporation where such
person is the largest shareholder of the corporation; or

(iii) a person connected with such director or major shareholder.

Pursuant to Rule 10.09 of the Listing Requirements, a listed issuer may seek a mandate from
its shareholders' for related party transaction which is recurrent, of a revenue or trading nature
and which is necessary for day-to-day operations of the listed corporation or its subsidiaries
subject to, amongst others, the following: -

(i) the transactions are in the ordinary course of business and are on terms not more
favourable to the related party than those generally available to the public;

(ii) the shareholders' mandate is subject to annual renewal and disclosure is made in the
annual report of the aggregate value of transactions conducted pursuant to the
shareholders' mandate during the financial year where the aggregate value is equal to
or more than the threshold prescribed under the Listing Requirements;

(iii) the circular to the shareholders for the shareholders' mandate shall include the
information as may be prescribed by Bursa Securities; and

(iv) in a meeting to obtain shareholders’ approval on the mandate: -

(a) a related party with any interest, direct or indirect (“interested related party”),
must not vote on the resolution in respect of the related party transaction;

(b) an interested related party who is a director or major shareholder must ensure
that persons connected with them abstain from voting on the resolution in
respect of the related party transaction; and

(c) where the interested related party is a person connected with a director or
major shareholder, such director or major shareholder must not vote on the
resolution in respect of the related party transaction.

Our Group may, in the ordinary course of our business, enter into transactions, including but
not limited to the related party transactions, with persons who are considered "related party"
as defined in the Listing Requirements.

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Registration No.:
Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Due to the time-sensitive nature of commercial transactions, the shareholders' mandate will
enable us, in our normal course of business, to enter into different categories of related party
transactions, provided such recurrent related party transactions are made at arm's length and
on normal commercial terms.

Upon Listing, our Audit and Risk Management Committee will supervise the terms of related
party transactions and our Directors will report related party transactions, if any, by way of
making announcements to Bursa Securities where applicable and through disclosure in our
Company’s interim report published quarterly and our Company’s annual report published
annually.

If there are any proposed related party transactions that involve the interest (direct or indirect)
of our Director, the interested Director shall disclose his interest to our Board, the details of the
nature and extent of his interest, including all matters in relation to the proposed related party
transactions that he is aware or should reasonably be aware of, which is not in our best
interests. The interested Director shall also abstain from any Board deliberation and voting on
the relevant resolutions in respect of such proposed related-party transactions.

If there are any proposed related party transactions that require the prior approval of
shareholders, the Director, major shareholder and/or persons connected with such Director or
major shareholder, who has any interest (direct or indirect) in the proposed related party
transaction shall abstain from voting in respect of their direct and/or indirect shareholdings.
Where a person connected with a Director or major shareholder has interest, direct or indirect,
in any proposed related party transactions, the Director or major shareholder concerned shall
also abstain from voting in respect of his direct and/or indirect shareholdings. Such interested
Director and/or major shareholder shall also undertake to ensure that the persons connected
with him will abstain from voting on the resolution approving the proposed related party
transaction at the general meeting.

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Registration
Registration No.:
No.: 202201007128 (1452825-U)
202201007128 (1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)


10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)
10.1.1 Related party transactions
10.1.1 Related party transactions
Save as disclosed below, there is no other material related party transaction (being related party transaction with transaction value of RM200,000 or
Save disclosed
above)asentered below,
or to be entered
there isinto other
no by ourmaterial related
Group which involve transaction
party the (being
interests, directrelated
or indirect,
partyoftransaction
our Directors, transaction
with major shareholders RM200,000
value ofand/or or
persons
above) entered or to be entered into by our Group which involve the interests, direct or indirect, of our Directors, major shareholders
connected with them which are significant in relation to the business of our Group for the Financial Years Under Review and up to the LPD: - and/or persons
connected with them which are significant in relation to the business of our Group for the Financial Years Under Review and up to the LPD: -
Interested
Interested
Director/
Director/
substantial
Transacting substantial
shareholder/ Nature of Up to the
Transacting
company in shareholder/
person Nature
relationship of
with Nature of FYE 2020 FYE 2021 FYE 2022 FYE 2023 to the
UpLPD
company
our Group in Related party person
connected relationship
related party with Nature
transaction of FYE 2020
RM’000 FYE 2021
RM’000 FYE 2022
RM’000 FYE 2023
RM’000 LPD
RM’000
our
EP Group Related party
Perfect Solution connected
Yeoh Chee Min related party
Yeoh Chee Min is the transaction
Sale of food RM’000
1,527 RM’000
718 (0.95% RM’000
- RM’000
- RM’000
-
EP
Machinery Perfect
System Solution
Sdn. Yeoh Chee Min Yeoh Chee
Promoter, Min is the
Director Sale
processingof food
and (2.48%
1,527 of 718of(0.95%
our - - -
Machinery System Sdn.
Bhd. (formerly Promoter,
and Director
substantial processing and
packaging machinery (2.48%
our of of our
Group’s
Bhd.
known (formerly
as Easy and
shareholdersubstantial
of EPB packaging
solutions tomachinery
Perfect our
Group’s Group’s
revenue)
known as Easy
Pack Machinery shareholder
Group of EPB solutions to Perfect
Solution System Sdn. Group’s
revenue) revenue)
Pack
(East Machinery
Coast) Group Solution
Bhd.(1) System Sdn. revenue)
(East (9) (1)
Sdn. Bhd.)Coast) He was the director Bhd.
Sdn. Bhd.)(9) He
and was the director
presently the
and presently the
shareholder of
shareholder
Perfect Solutionof
Perfect
System Sdn. Solution
Bhd.
System Sdn. Bhd.
EP EC Trading Yeoh Chee Min Yeoh Chee Min and Purchase of property, 1,278 160 (0.23% - - -
EP
Machinery EC
System Trading
Sdn. Yeoh
and OoiChee Min
Kim Kew Yeoh
Ooi KimChee
KewMinare and
the Purchase property,
plant and ofequipment (2.22%
1,278 of 160of(0.23%
our - - -
Machinery System Sdn.
Bhd. (formerly and Ooi Kim Kew Ooi Kim Kew are the plant
from and
EC equipment
Trading (2.22%
our of of our
Group’s
Promoters, Directors
Bhd.
known (formerly
as Easy Promoters, Directors from
System EC Trading
Sdn. Bhd. our
Group’s Group’s
total
known and substantial System Sdn. Bhd. Group’s total (3)
Pack as Easy and substantial total assets)
Pack
Technology shareholders of EPB total (2)
assets) assets)(3)
Technology shareholders
Group of EPB assets)(2)
Sdn. Bhd.)(9)
Sdn. Bhd.)(9) Group
Purchase of food 2,041 - - - -
Purchase
processing of food and (4.96%
2,041 of - - - -
processing
packaging machinery and (4.96%
our of
They were the packaging
and componentsmachinery
from our
Group’s
They
directors were the
and and
EC components
Trading Systemfrom Group’s
COS)
directors and EC (4)
Trading System COS)
presently the Sdn. Bhd.
presently the Sdn. Bhd.(4)
shareholders of EC
shareholders of EC
Trading System Sdn.
Trading
Bhd. System Sdn.
Bhd.

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RegistrationNo.:
No.:202201007128
202201007128(1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Interested
Director/
substantial
Transacting shareholder/ Nature of Up to the
company in person relationship with FYE 2020 FYE 2021 FYE 2022 FYE 2023 LPD
our Group Related party connected related party Nature of transaction RM’000 RM’000 RM’000 RM’000 RM’000
EP HM Solutions Yeoh Chee Min Yeoh Chee Min is the Sale of food * 264 (0.35% -(5) Not Not
Machinery Partner Sdn. and Goh Toh Sin Promoter, Director processing and of our applicable applicable
Bhd. (formerly and substantial packaging machinery Group’s as no as no
known as shareholder while solutions to HM revenue) longer a longer a
Evergreen Cove Goh Toh Sin is the Solutions Partner Sdn. related related
Sdn. Bhd.) Key Senior Bhd.(5) party party
Management of EPB
Group

They were the


directors and
shareholders of HM
Solutions Partner
Sdn. Bhd.

EP L&A Technology Yeoh Chee Min Yeoh Chee Min and Sale of food 593 192 (0.25% - - -
Machinery Solution Sdn. and Ooi Kim Kew Ooi Kim Kew are the processing and (0.96% of of our
Bhd. (formerly Promoters, Directors packaging machinery our Group’s
known as Easy and substantial solutions to L&A Group’s revenue)
Pack Machinery shareholders of EPB Technology Solution revenue)
(Borneo) Sdn. Group Sdn. Bhd.(1)
Bhd.)(9)
They were the
directors and
presently the
shareholders of L&A
Technology Solution
Sdn. Bhd.

191
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RegistrationNo.:
No.:202201007128
202201007128(1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Interested
Director/
substantial
Transacting shareholder/ Nature of Up to the
company in person relationship with FYE 2020 FYE 2021 FYE 2022 FYE 2023 LPD
our Group Related party connected related party Nature of transaction RM’000 RM’000 RM’000 RM’000 RM’000
EP EC Steel (M) Yeoh Chee Min Yeoh Chee Min is the Purchase of food 512 (1.24% 398 (0.79% Not Not Not
Machinery Sdn. Bhd. and Tan Cheng Promoter, Director processing and of our of our applicable applicable applicable
Cheng and substantial packaging machinery Group’s Group’s as no as no as no
shareholder while Tan and components from COS) COS) longer a longer a longer a
Cheng Cheng is the EC Steel (M) Sdn. related related related
Key Senior Bhd.(6) party party party
Management of EPB
Group

They were the


directors and
shareholders of EC
Steel (M) Sdn. Bhd.

EP Easypreneur Yeoh Chee Min Yeoh Chee Min is the Sales commission 385 (8.01% 346 (9.50% - - -
Machinery Dev Sdn. Bhd.(9) and Goh Toh Sin Promoter, Director charged by of our of our
and substantial Easypreneur Dev Sdn. Group’s Group’s
shareholder while Bhd.(7) selling and selling and
Goh Toh Sin is the distribution distribution
Key Senior expenses) expenses)
Management of EPB
Group Purchase of property, - * 300 - -
plant and equipment (0.36% of
They were the from Easypreneur Dev our
directors and Sdn. Bhd.(3) Group’s
presently the total
shareholders of assets)
Easypreneur Dev
Sdn. Bhd.

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RegistrationNo.:
No.:202201007128
202201007128(1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Interested
Director/
substantial
Transacting shareholder/ Nature of Up to the
company in person relationship with FYE 2020 FYE 2021 FYE 2022 FYE 2023 LPD
our Group Related party connected related party Nature of transaction RM’000 RM’000 RM’000 RM’000 RM’000
BW Perkasa PT Bestworld Yeow Song You Yeow Song You is the Fees for marketing - - 432 (5.65% of 438 189(8)(ii)
UAE Perkasa Key Senior services charged by our Group’s (4.17% of
Management of EPB PT Bestworld Perkasa selling and our
Group and the distribution Group’s
Director of BW expenses)(8)(i) selling and
Engineering distribution
expenses)
Yeow Song Yan is the
sibling of Yeow Song
You who is also the
controlling
shareholder of PT
Bestworld Perkasa

Notes: -
* Less than a thousand.

(1) These transactions were carried out on an arm’s length basis, as the transaction values were determined by reference to EP Machinery’s approved
intermediary price list. The approved intermediary price list is a price list set by our Group to guide the selling price for transaction with customers who are
not end-users of our product (such as trading companies who will be responsible for securing and dealing with their own end-users), and would be adopted
for transactions with similar terms and arrangements, regardless of whether it is with a related party or a third party (“Approved Intermediary Price List”).
Based on the above, our Directors (save for interested Directors) are of the opinion that the transactions were neither unfavourable nor detrimental to our
Group. Such transactions have not recurred since the FYE 2022 as the related companies are currently dormant as at the LPD.

(2) The transaction was not carried out on an arm's length basis. The transaction value was determined by reference to the NBV as recorded in the books of
the related party, after taking into consideration the conditions of the asset items and the income tax provisions particularly tax ruling pertaining to “controlled
transfer” (being disposal of asset between parties under common control). The related company has been dormant since the FYE 2021, and asset items
have been taken over and used by EP Machinery. Notwithstanding the above, our Directors (save for interested Directors) are of the opinion that the
transaction was neither unfavourable nor detrimental to our Group as the transaction allowed our Group taking over asset items that can be used in our
operations at NBV, which involved lower capital outlay as compared to new acquisitions which would cost higher capital outlay. The transaction is a one-
off transaction.

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RegistrationNo.:
No.:202201007128
202201007128(1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

(3) Consist of used motor vehicles sold to EP Machinery. These transactions were carried out on an arm’s length basis, as the transaction values were
determined by reference to the market price range indicated by third parties and after taking into consideration the conditions of the used motor vehicles.
Based on the above, our Directors (save for interested Directors) are of the opinion that the transactions were neither unfavourable nor detrimental to our
Group. These transactions are one-off transactions.

(4) Consist of inventory items taken over in bulk by EP Machinery. The transaction was carried out on an arm’s length basis, as the transaction value was
determined by reference to cost quotation for similar inventory items by external suppliers and after taking into consideration the conditions of the inventory
items and additional fabrication/assembly works performed by the related party on the inventory items. Based on the above, our Directors (save for
interested Directors) are of the opinion that the transaction was neither unfavourable nor detrimental to our Group. The transaction is a one-off transaction.

(5) These transactions were carried out on an arm’s length basis, as the transaction values were determined by reference to EP Machinery’s Approved
Intermediary Price List. The Approved Intermediary Price List would be adopted for transaction with similar terms and arrangement, regardless of whether
it is with related party or third party. Based on the above, our Directors (save for interested Directors) are of the opinion that the transactions were neither
unfavourable nor detrimental to our Group.

HM Solutions Partner Sdn. Bhd. (formerly known as Evergreen Cove Sdn. Bhd.) has ceased to be a related party at beginning of the FYE 2022, as Yeoh
Chee Min has ceased to be director and shareholder of the company in June 2019 and July 2019 respectively; while Goh Toh Sin has ceased to be director
and shareholder of the company in January 2022. Yeoh Chee Min’s entire shareholdings in HM Solutions Partner Sdn. Bhd. were disposed to Goh Toh
Sin on 5 July 2019. At that point in time, the company was involved in trading of coffee bean, designing, developing of artworks and supplying of printing
material and related products and transportation agent, and general trading. On 14 January 2022, Goh Toh Sin’s entire shareholdings in HM Solutions
Partner Sdn. Bhd. were disposed to Mohamed Habib Bin Din. Prior to the disposal of shares to Mohamed Habib Bin Din and up to 4 January 2022, the
company was acting as commission agent to sell packaging machines and was involved in general trading, designing, developing of artworks and supplying
of printing material and related products, transportation agent and investment holding. Subsequent to the disposal and as at the LPD, the company is
involved in receiving commission from selling packaging machine and general trading, designing, developing artworks and supplying of printing material
and related products, transportation agent, agricultural, food and beverages supplies and raw materials, and investment holdings. The values disclosed
herein consist of transactions up to the point where the said company ceased to be a related party.
(6) These transactions were carried out on an arm’s length basis, as the transaction values were negotiated on a willing-buyer willing-seller basis where our
Group will only accept the quotation of the related party if the costing is within our Group’s budget and the resultant profit margin that can be derived from
the subsequent sale of the products is within the norm of the Group. Based on the above, our Directors (save for interested Directors) are of the opinion
that the transactions were neither unfavourable nor detrimental to our Group.

EC Steel (M) Sdn. Bhd. has ceased to be a related party at end of the FYE 2021, as Yeoh Chee Min has ceased to be director and shareholder of the
company in November 2021; while Tan Cheng Cheng has ceased to be director and shareholder of the company in August 2021 and September 2021
respectively. Yeoh Chee Min disposed of his entire shareholdings in EC Steel (M) Sdn. Bhd. to Chan Han Wei and Chan Han Yau on 23 November 2021
and Tan Cheng Cheng disposed of her entire shareholdings in EC Steel (M) Sdn. Bhd. to Chan Han Wei on 17 September 2021. At that point in time, the
company was involved in the business of trading and manufacturing stainless-steel products. The values disclosed herein consist of transactions up to the
point where the said company ceased to be a related party.
(7) The sales commissions paid to related company by EP Machinery was determined based on the differential sum between the actual sales values invoiced
by EP Machinery to the end customers (which were secured on behalf of EP Machinery by the related party) and the corresponding selling prices as per
EP Machinery’s Approved Intermediary Price List. These transactions were carried out on an arm’s length basis, as the transaction values were determined
by reference to EP Machinery’s Approved Intermediary Price List. The Approved Intermediary Price List would be adopted for transaction with similar
194
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RegistrationNo.:
No.:202201007128
202201007128(1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

terms and arrangement, regardless of whether it is with related party or third party. Based on the above, our Directors (save for interested Directors) are
of the opinion that the transactions were neither unfavourable nor detrimental to our Group. Such transactions have not recurred since the FYE 2022 as
the related company is currently dormant and is in the midst of realising its assets and settling its liabilities as at the LPD. The expected timeframe for
dissolution is within the financial year ending 31 December 2026.

(8) (i) PT Bestworld Perkasa was incorporated in 2005 to undertake marketing activities and after-sale services in Indonesia, and was formerly owned by
Yeoh Chee Min and Liew Meng Hooi. The business activities of PT Bestworld Perkasa were managed by a separate management team. Taking into
consideration the business activities of PT Bestworld Perkasa are ancillary in nature and the profit level of PT Bestworld Perkasa was not significant
(approximately RM0.30 million in year 2021), Yeoh Chee Min and Liew Meng Hooi had resolved to allow the management team of PT Bestworld
Perkasa to take over the ownership of PT Bestworld Perkasa on 30 December 2021 in order to focus on the core business operations of our Group.
As such, PT Bestworld Perkasa is not included in the formation of our Group. These transactions were carried out on an arm’s length basis, as the
transaction values were determined by reference to the prevailing charges imposed by external party for similar services. Based on the above, our
Directors (save for interested Directors) are of the opinion that the transactions were neither unfavourable nor detrimental to our Group.

PT Bestworld Perkasa continues to be considered as a related party merely because its controlling shareholder, Yeow Song Yan, is the sibling of
Yeow Song You; who is the Key Senior Management of EPB Group and the Director of BW Engineering. Our Group continues to transact with PT
Bestworld Perkasa because its management team has demonstrated their capabilities in carrying out marketing services and after-sale services for
Indonesian market in the past. For the FYE 2022, sales to customer identified by PT Bestworld Perkasa (as our agent for Indonesia) amounted to
RM5.31 million.

(ii) BW Perkasa UAE has entered into a service agreement with PT Bestworld Perkasa on 1 January 2023, to engage PT Bestworld Perkasa as the sales
agent to promote and provide marketing services for our food processing and packaging machinery solutions in Indonesia; for an initial duration of
three (3) years from the date of agreement and at a monthly service fee of USD8,000 (equivalent to RM37,660 based on the exchange rate of
RM4.7075:USD1.00 as at the LPD). The said service agreement may be renewed for a further term of three (3) years by way of one (1) month prior
written notice delivered by either party to the other party prior to the expiry of the agreement. Upon the occurrence of any event of default, the non-
defaulting party shall give notice in writing to the defaulting party to remedy the event of default within thirty (30) days of the receipt of such notice. In
the event that the defaulting party shall fail to remedy upon the expiry of the said thirty (30) days period, the non-defaulting party shall be entitled to
terminate the said agreement and will not result in any penalty being payable.

(9) As at the LPD, these companies are dormant and are in the midst of realising their assets and settling their liabilities. The expected timeframe for dissolution
is within the financial year ending 31 December 2026.

Upon Listing, our Audit and Risk Management Committee will review and monitor the terms of any related party transactions and ensure that any non-
recurrent related party transactions and recurrent related party transactions are carried out on an arm’s length basis and are on terms not more
favourable to the related parties than those generally available to the public and are not to the detriment of our Group.

In addition, we will adhere to the requirements under the Listing Requirements in relation to related party transactions and recurrent related party
transactions, including making the necessary announcements to Bursa Securities or obtaining shareholders’ approval as may be necessary. An
independent adviser may be appointed to comment as to whether the related party transaction is fair and reasonable so far as the shareholders are
concerned; and whether the transaction is to the detriment of minority shareholders. In such instances, the independent adviser shall also advise
minority shareholders on whether they should vote in favour of the transaction.
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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Furthermore, the interested Directors shall abstain from deliberation and voting at the relevant
Board meetings and interested Directors and major shareholders shall abstain and procure
persons connected to them from voting at the general meetings held to approve the resolutions
relating to the related party transactions and/or recurrent related party transactions. After our
IPO and Listing, for recurrent related party transactions, we will obtain an annual mandate from
our shareholders at general meetings, if required.

10.1.2 Transaction that are unusual in nature or conditions

Our Group has not entered into any transactions, that are unusual in nature or condition
involving goods, services, tangible or intangible assets, with related parties during the Financial
Years Under Review and up to the LPD.

10.1.3 Outstanding loans made for the benefit of the related parties

There are no outstanding loans (including guarantees of any kind) and financial assistance
made by us to or for the benefit of any related party as at the LPD.

[The rest of this page has been intentionally left blank]

196
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Registration No.:
No.: 202201007128 (1452825-U)
202201007128 (1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

10.2 CONFLICTS OF INTEREST

10.2.1 Interest in similar business

As at the LPD, save as disclosed below, none of our Directors, Key Senior Management and/or substantial shareholders have any interest, whether
direct or indirect, in other businesses or corporations which are carrying on a similar trade to that of our Group: -

Position Direct Indirect


Nature of (Director/ No. of No. of
Name of company Affected person business shareholder) shares held % shares held % Mitigating factor
L&A Technology Yeoh Chee Min Previously Shareholder 246,400 80.0 61,600 20.0(1) The conflict of interest arose
Solution Sdn. Bhd. involved in due to involvement of the
(formerly known as trading and company in similar trade with
Easy Pack Machinery Ooi Kim Kew dealing in all Shareholder 61,600 20.0 246,400 80.0(2) the EPB Group in the prior
(Borneo) Sdn. Bhd.) kinds of packing years. The Board is of the view
machinery that the necessary steps have
been taken to mitigate the
potential conflict of interest in
view of the following: -

(i) the company is currently


dormant as at the LPD;

(ii) both Yeoh Chee Min and


Ooi Kim Kew have ceased
as directors of the
company on 30 December
2022; and

(iii) the company is in the midst


of realising its assets and
settling its liabilities. The
expected timeframe for
dissolution is within the
financial year ending 31
December 2026.

197
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Registration No.: 202201007128 (1452825-U)
Registration
Registration No.:
No.: 202201007128 (1452825-U)
202201007128 (1452825-U)
10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)
10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)
Position Direct Indirect
Nature of (Director/
Position No. of
Direct No. of
Indirect
Name of company Affected person business
Nature of shareholder)
(Director/ shares held
No. of % shares held
No. of % Mitigating factor
Perfect Solution
Name of company Yeoh Chee Min
Affected person Previously
business Shareholder
shareholder) 39,000
shares held 60.0
% shares held- %- The conflict of interest
Mitigating factor arose
Bhd.
System Sdn.Solution
Perfect Yeoh Chee Min involved
Previously in Shareholder 39,000 60.0 - - to involvement
due conflict
The of interestofarose the
(formerly
System Sdn.
knownBhd.as trading
involved and
in company in similar trade
due to involvement of with
the
Machinery
Easy Pack known
(formerly as dealing in and
trading all the EPB in
company Group the prior
similarin trade with
(East Coast)
Easy Pack Sdn.
Machinery kinds
dealing in all of years.
the EPB The Group
Board isinofthe the view
prior
Bhd.)
(East Coast) Sdn. packaging
kinds of that the necessary steps
years. The Board is of the have view
Bhd.) machinery
packaging been
that thetaken to mitigate
necessary steps havethe
machinery potential conflict of
been taken to mitigate the interest in
potential following:
view of theconflict -
of interest in
view of the following: -
(i) the company is currently
dormant
(i) the as at the
company LPD;
is currently
dormant as at the LPD;
(ii) Yeoh Chee Min has
Yeoh Chee
(ii) ceased as director the
Min of has
ceased 30 December
companyasondirector of the
2022;
company andon 30 December
2022; and
(iii) the company is in the midst
(iii) of
therealising
companyits assets
is in and
the midst
settling its liabilities.
of realising its assets The and
expected
settling its timeframe
liabilities. The for
dissolution is within
expected timeframe for the
financial
dissolutionyear is ending
within the 31
December 2026.
financial year ending 31
December 2026.

198
198
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Registration
Registration No.:
No.: 202201007128 (1452825-U)
202201007128 (1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Position Direct Indirect


Nature of (Director/ No. of No. of
Name of company Affected person business shareholder) shares held % shares held % Mitigating factor
EC Trading System Yeoh Chee Min Previously Shareholder 61,000 61.0 39,000 39.0(1) The conflict of interest arose
Sdn. Bhd. (formerly involved in due to involvement of the
known as Easy Pack manufacturing of company in similar trade with
Technology Sdn. Ooi Kim Kew automated food Shareholder 39,000 39.0 61,000 61.0(2) the EPB Group in the prior
Bhd.) packaging years. The Board is of the view
machines and that the necessary steps have
parts been taken to mitigate the
potential conflict of interest in
view of the following: -

(i) the company is currently


dormant as at the LPD;

(ii) both Yeoh Chee Min and


Ooi Kim Kew have ceased
as directors of the
company on 30 December
2022; and

(iii) the company is in the midst


of realising its assets and
settling its liabilities. The
expected timeframe for
dissolution is within the
financial year ending 31
December 2026.

199
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Registration
Registration No.:
No.: 202201007128 (1452825-U)
202201007128 (1452825-U)
10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)
10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)
Position Direct Indirect
Nature of (Director/
Position No. of
Direct No. of
Indirect
Name of company Affected person business
Nature of shareholder)
(Director/ shares held
No. of % shares held
No. of % Mitigating factor
Easypreneur Dev
Name of company Yeoh Chee Min
Affected person Marketing
business Shareholder
shareholder) 50
shares held 50.0
% shares held- %- The conflict of interest
Mitigating factor arose
Sdn. Bhd.
Easypreneur Dev Yeoh Chee Min commission
Marketing Shareholder 50 50.0 - - due to involvement
The conflict of interestofarosethe
Sdn. Bhd. Goh Toh Sin agent
commission Shareholder 50 50.0 - - company in similar
due to involvement of the trade with
Goh Toh Sin agent Shareholder 50 50.0 - - the
company
EPB in Group the prior
similarin trade with
years. The Board
the EPB Group in the is of the view
prior
that
years. necessary
theThe Board is steps
of the have
view
been
that thetaken to mitigate
necessary steps havethe
potential conflict of
been taken to mitigate theinterest in
view
potential following:
of theconflict -
of interest in
view of the following: -
(i) the company is currently
dormant
(i) the as at the
company LPD;
is currently
dormant as at the LPD;
(ii) both Yeoh Chee Min and
both Toh
(ii) Goh YeohSinChee ceased
haveMin and
as Toh
Goh directors the
Sin haveofceased
company
as on 28 February
directors of the
2023;
company
and on 28 February
2023; and
(iii) the company is in the midst
(iii) of
therealising
companyits assets
is in and
the midst
settling its liabilities, so
of realising its assets and that
it
settling be dissolved
canits liabilities, so that
eventually.
it can be expected
The dissolved
timeframe
eventually.forThe dissolution
expectedis
within
timeframetheforfinancial year
dissolution is
ending
within the31financialDecember
year
2026.
ending 31 December
2026.

200
200
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Registration
Registration No.:
No.: 202201007128 (1452825-U)
202201007128 (1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Position Direct Indirect


Nature of (Director/ No. of No. of
Name of company Affected person business shareholder) shares held % shares held % Mitigating factor
Food Technovation Yeoh Chee Min 1. To provide Shareholder 300 30.0 - - The conflict of interest arose
Sdn. Bhd. consultation due to involvement of the
Goh Toh Sin on food Shareholder 300 30.0 - - company in similar trade with
regulations, the EPB Group in the prior
labelling years. The Board is of the view
equipment, that the necessary steps have
food safety been taken to mitigate the
and defense potential conflict of interest in
view of the following: -
2. To develop,
design of (i) the company has not
processes, commenced its operations
choice of since its incorporation on
packaging 10 December 2021 and is
materials, currently dormant as at the
shelf life LPD;
studies and
sensory (ii) both Yeoh Chee Min and
evaluation Goh Toh Sin have ceased
for food as directors of the
products. company on 28 February
2023; and

(iii) the company has been


dissolved on 4 September
2023.

Notes: -
(1) Deemed interested by virtue of the interests of his spouse, Ooi Kim Kew.

(2) Deemed interested by virtue of the interests of her spouse, Yeoh Chee Min.

201
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Registration No.:
Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

Save as disclosed above, the Board confirms that there is no other situation of conflict of interest
and potential conflict of interest which have not been disclosed.

Upon Listing, our Directors, Key Senior Management and/or substantial shareholders will be
required to disclose any conflict of interest situation to our Audit and Risk Management
Committee as and when it arises and to abstain on deliberation and/or voting in respect of
transactions in which they have an interest. Our Audit and Risk Management Committee will
review such conflict of interest situation whenever declared or brought to their attention, and
take the necessary steps to resolve or mitigate such conflict of interest situation in the best
interests of our Group.

10.2.2 Interest in other business or corporations which are customers or suppliers of our
Group

As at the LPD, none of our Directors, Key Senior Management or substantial shareholders have
any interest, direct or indirect, in any business or corporations which are the customers or
suppliers of our Group.

10.2.3 Promotions of material assets acquired/to be acquired within the three (3) financial years
preceding the date of this Prospectus

Save for the SSAs as disclosed in Section 6.4 of this Prospectus, none of our Directors or
substantial shareholders had any interest, direct or indirect, in the promotion of, or in any
material assets, which had been within the Financial Years Under Review, acquired or
proposed to be acquired by, disposed of or proposed to be disposed of to/by, or leased or
proposed to be leased to/by, us.

10.2.4 Declarations of conflict of interest by our advisers

(i) Malacca Securities has given its written confirmation that, as at the date of this
Prospectus, there is no existing or potential conflict of interest in its capacity as the
Principal Adviser, Sponsor, Underwriter and Placement Agent for the Listing.

(ii) WYNCORP Advisory Sdn. Bhd. has given its written confirmation that, as at the date
of this Prospectus, there is no existing or potential conflict of interest in its capacity as
the Corporate Finance Adviser for the Listing.

(iii) Ghazi & Lim has given its written confirmation that, as at the date of this Prospectus,
there is no existing or potential conflict of interest in its capacity as the Solicitors for the
Listing.

(iv) Folks DFK has given its written confirmation that, as at the date of this Prospectus,
there is no existing or potential conflict of interest in its capacity as the Auditors and
Reporting Accountants for the Listing.

(v) Protégé has given its written confirmation that, as at the date of this Prospectus, there
is no existing or potential conflict of interest in its capacity as the Independent Market
Researcher for the Listing.

(vi) Kong Sown Kaey and Ong Lu See have given their written confirmation that, as at the
date of this Prospectus, there is no existing or potential conflict of interest in their
capacity as the company secretaries for the Listing.

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Registration No.: 202201007128
202201007128 (1452825-U)
(1452825-U)

10. RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST (cont’d)

(vii) GovernAce Advisory & Solutions Sdn. Bhd. has given its written confirmation that, as
at the date of this Prospectus, there is no existing or potential conflict of interest in its
capacity as the internal control reviewer for the Listing.

(viii) Boardroom has given its written confirmation that, as at the date of this Prospectus,
there is no existing or potential conflict of interest in its capacity as the Share Registrar
for the Listing.

(ix) MIH has given its written confirmation that, as at the date of this Prospectus, there is
no existing or potential conflict of interest in its capacity as the Issuing House for the
Listing.

10.3 SALIENT TERMS OF ENGAGEMENT AND SCOPE OF WORK OF OUR CORPORATE


FINANCE ADVISER

The salient terms of engagement and scope of work of our Corporate Finance Adviser are,
amongst others, as follows: -

(i) in consultation with our Promoters and Principal Adviser, advising on the Pre-Listing
Exercise and equity structure of our Company in preparation for the Listing;

(ii) in consultation with our Promoters and Principal Adviser, assisting the Company on
conceptualising, planning and implementing the Listing, including the offer structure,
size and method of achieving the optimal public shareholding spread, pricing of the
Shares, the enlarged issued share capital and other related capital/financial matters.
For the avoidance of doubt, the role of the Corporate Finance Adviser does not involve
underwriting and placement of Shares in relation to our IPO;

(iii) in consultation with our Promoters and Principal Adviser, assisting the Company in
reviewing the submission documents and this Prospectus and, where applicable,
advising on relevant matters that may arise in the process of implementation of our
Listing;

(iv) together with the Principal Adviser, advising the Company on the regulatory
requirements and compliance matters, including the appropriate corporate governance
structure, in relation to our Listing; and

(v) participating in the due diligence working group to verify the information, data,
documents and representations by our Directors contained in this Prospectus and
submissions to the relevant authorities, as agreed in the due diligence planning
memorandum.

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