Professional Documents
Culture Documents
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Our Directors, Promoters and Selling Shareholders have seen and approved this Prospectus. They
collectively and individually accept full responsibility for the accuracy of the information. Having
made all reasonable enquiries, and to the best of their knowledge and belief, they confirm there is
no false or misleading statement or other facts which if omitted, would make any statement in the
Prospectus false or misleading.
M&A Securities Sdn Bhd, being our Adviser, Sponsor, Underwriter and Placement Agent to our IPO
(as defined herein), acknowledges that, based on all available information, and to the best of its
knowledge and belief, this Prospectus constitutes a full and true disclosure of all material facts
concerning our IPO.
This Prospectus, together with the Application Form (as defined herein), has also been lodged with
the Registrar of Companies, who takes no responsibility for its contents.
You should note that you may seek recourse under Sections 248, 249 and 357 of the Capital
Markets and Services Act 2007 (“CMSA”) for breaches of securities laws including any statement in
the Prospectus that is false, misleading, or from which there is a material omission; or for any
misleading or deceptive act in relation to the Prospectus or the conduct of any other person in
relation to our Group (as defined herein).
Securities listed on Bursa Malaysia Securities Berhad (“Bursa Securities”) are offered to the
public premised on full and accurate disclosure of all material information concerning our IPO, for
which any person set out in Section 236 of the CMSA, is responsible.
Approval has been obtained from Bursa Securities for the listing of and quotation for our IPO
Shares (as defined herein) on [•]. Our admission to the Official List of Bursa Securities is not to be
taken as an indication of the merits of our IPO, our Company or our Shares. Bursa Securities shall
not be liable for any non-disclosure on our part and takes no responsibility for the contents of this
Prospectus, makes no representation as to its accuracy or completeness and expressly disclaims
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this Prospectus. The valuation utilised for the purpose of the Listing should
not be construed as an endorsement by Bursa Securities, on the value of the subject assets.
The SC has on [•] approved the resultant equity structure of our Company under the equity
requirements for public listed companies pursuant to our Listing (as defined herein).
Our securities are classified as Shariah compliant by the Shariah Advisory Council of the SC based
on the audited combined financial statements for the financial year ended [31 December 2020].
This classification remains valid from the date of issue of this Prospectus until the next Shariah
compliance review is undertaken by the Shariah Advisory Council of the SC. The new status will be
released in the updated list of Shariah compliant securities, on the last Friday of May and
November.
This Prospectus has not been and will not be made to comply with the laws of any jurisdiction
other than Malaysia, and has not been and will not be lodged, registered or approved pursuant to
or under any applicable securities or equivalent legislation or by any regulatory authority or other
relevant body of any jurisdiction other than Malaysia.
We will not, prior to acting on any acceptance in respect of our IPO, make or be bound to make
any enquiry as to whether you have a registered address in Malaysia and will not accept or be
deemed to accept any liability in relation thereto whether or not any enquiry or investigation is
made in connection therewith.
It shall be your sole responsibility if you are or may be subject to the laws of countries or
jurisdictions other than Malaysia, to consult your legal and/or other professional advisers as to
whether our IPO would result in the contravention of any law of such countries or jurisdictions.
i
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Further, it shall also be your sole responsibility to ensure that your application for our IPO Shares
would be in compliance with the terms of our IPO as stated in our Prospectus and the Application
Form and would not be in contravention of any laws of countries or jurisdictions other than
Malaysia to which you may be subjected. We will further assume that you had accepted our IPO in
Malaysia and will be subjected only to the laws of Malaysia in connection therewith.
However, we reserve the right, in our absolute discretion to treat any acceptance as invalid if we
believe that such acceptance may violate any law or applicable legal or regulatory requirements.
No action has been or will be taken to ensure that this Prospectus complies with the laws of any
country or jurisdiction other than the laws of Malaysia. It shall be your sole responsibility to consult
your legal and/or other professional adviser on the laws to which our IPO or you are or might be
subjected to. Neither us nor our Adviser nor any other advisers in relation to our IPO shall accept
any responsibility or liability in the event that any application made by you shall become illegal,
unenforceable, avoidable or void in any country or jurisdiction.
ELECTRONIC PROSPECTUS
You are advised that the internet is not a fully secured medium, and that your Internet Share
Application (as defined herein) may be subject to the risks of problems occurring during the data
transmission, computer security threats such as viruses, hackers and crackers, faults with computer
software and other events beyond the control of the Internet Participating Financial Institutions (as
defined herein). These risks cannot be borne by the Internet Participating Financial Institutions.
If you are in doubt of the validity or integrity of an Electronic Prospectus, you should immediately
request from us, the Adviser or Issuing House (as defined herein), a paper printed copy of this
Prospectus.
In the event of any discrepancy arising between the contents of the electronic and the contents of
the paper printed copy of this Prospectus for any reason whatsoever, the contents of the paper
printed copy of this Prospectus which are identical to the copy of the Prospectus registered with
the SC shall prevail.
In relation to any reference in this Prospectus to third party internet sites (referred to as “Third
Party Internet Sites”), whether by way of hyperlinks or by way of description of the third party
internet sites, you acknowledge and agree that:
(a) We and our Adviser do not endorse and are not affiliated in any way with the Third Party
Internet Sites and are not responsible for the availability of, or the contents or any data,
information, files or other material provided on the third party internet sites. You shall bear
all risks associated with the access to or use of the Third Party Internet Sites;
(b) We and our Adviser are not responsible for the quality of products or services in the Third
Party Internet Sites, for fulfilling any of the terms of your agreements with the Third Party
Internet Sites. We and our Adviser are also not responsible for any loss or damage or costs
that you may suffer or incur in connection with or as a result of dealing with the Third Party
Internet Sites or the use of or reliance of any data, information, files or other material
provided by such parties; and
(c) Any data, information, files or other material downloaded from Third Party Internet Sites is
done at your own discretion and risk. We and our Adviser are not responsible, liable or
under obligation for any damage to your computer system or loss of data resulting from the
downloading of any such data, information, files or other material.
ii
ii
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Where an Electronic Prospectus is hosted on the website of the Internet Participating Financial
Institutions, you are advised that:
(a) The Internet Participating Financial Institutions are only liable in respect of the integrity of
the contents of an Electronic Prospectus, to the extent of the contents of the Electronic
Prospectus situated on the web server of the Internet Participating Financial Institutions and
shall not be responsible in any way for the integrity of the contents of an Electronic
Prospectus which has been downloaded or otherwise obtained from the web server of the
Internet Participating Financial Institutions and thereafter communicated or disseminated in
any manner to you or other parties; and
(b) While all reasonable measures have been taken to ensure the accuracy and reliability of the
information provided in an Electronic Prospectus, the accuracy and reliability of an Electronic
Prospectus cannot be guaranteed as the internet is not a fully secured medium.
The Internet Participating Financial Institutions shall not be liable (whether in tort or contract or
otherwise) for any loss, damage or costs, you or any other person may suffer or incur due to, as a
consequence of or in connection with any inaccuracies, changes, alterations, deletions or omissions
in respect of the information provided in an Electronic Prospectus which may arise in connection
with or as a result of any fault or faults with web browsers or other relevant software, any fault or
faults on your or any third party’s personal computer, operating system or other software, viruses
or other security threats, unauthorised access to information or systems in relation to the website
of the internet participating financial institutions, and/or problems occurring during data
transmission, which may result in inaccurate or incomplete copies of information being downloaded
or displayed on your personal computer.
iii
iii
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
INDICATIVE TIMETABLE
All terms used are defined under “Definitions” commencing from page vii.
The indicative timing of events leading to our Listing is set out below:
In the event there is any change to the timetable, we will advertise the notice of changes in a widely
circulated English and Bahasa Malaysia daily newspaper in Malaysia.
iv
iv
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
All terms used in this section are defined under “Definitions” commencing from page vii.
All references to “Coraza” and “Company” in this Prospectus are to Coraza Integrated Technology
Berhad (Registration No: 202001039065 (1395386-M)). Unless otherwise stated, references to
“Group” are to our Company and our subsidiary taken as a whole; and references to “we”, “us”, “our”
and “ourselves” are to our Company, and, save where the context otherwise requires, our subsidiary.
Unless the context otherwise requires, references to “Management” are to our Directors and key
senior management as at the date of this Prospectus, and statements as to our beliefs, expectations,
estimates and opinions are those of our Management.
The word “approximately” used in this Prospectus is to indicate that a number is not an exact one, but
that number is usually rounded off to the nearest thousand or million or one decimal place (for
percentages) or one sen (for currency). Any discrepancies in the tables included herein between the
amounts listed and the totals thereof are due to rounding.
Certain abbreviations, acronyms and technical terms used are defined in the “Definitions” and
“Technical Glossary” appearing after this section. Words denoting singular shall include plural and vice
versa and words denoting the masculine gender shall, where applicable, include the feminine gender
and vice versa. Reference to persons shall include companies and corporations.
All reference to dates and times are references to dates and times in Malaysia.
Any reference in this Prospectus to any enactment is a reference to that enactment as for the time
being amended or re-enacted.
This Prospectus includes statistical data provided by our management and various third-parties and
cites third-party projections regarding growth and performance of the industry in which our Group
operates. This data is taken or derived from information published by industry sources and from the
internal data. In each such case, the source is stated in this Prospectus. Where no source is stated,
such information can be assumed to originate from us. In particular, certain information in this
Prospectus is extracted or derived from report(s) prepared by the Independent Market Researcher. We
believe that the statistical data and projections cited in this Prospectus are useful in helping you to
understand the major trends in the industry in which we operate.
The information on our website, or any website directly or indirectly linked to such websites do not
form part of this Prospectus.
v
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
FORWARD-LOOKING STATEMENTS
All terms used are defined under “Definitions” commencing from page vii.
This Prospectus contains forward-looking statements. All statements other than statements of
historical facts included in this Prospectus, including, without limitation, those regarding our financial
position, business strategies, plans and objectives for future operations, are forward-looking
statements. Such forward-looking statements involve known and unknown risks, uncertainties,
contingencies and other factors which may cause our actual results, our performance or
achievements, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding our present and future business strategies
and the environment in which we will operate in the future. Such forward-looking statements reflect
our Management’s current view with respect to future events and are not a guarantee of future
performance.
Our actual results may differ materially from information contained in such forward-looking
statements as a result of a number of factors beyond our control, including, without limitation:
(a) The ongoing Covid-19 pandemic and possible similar future outbreak;
Additional factors that could cause our actual results, performance or achievements to differ
materially include, but are not limited to, those discussed in Section 9 – “Risk Factors” and Section 12
– “Financial Information”. We cannot give any assurance that the forward-looking statements made in
this Prospectus will be realised. Such forward-looking statements are made only as at the date of this
Prospectus.
vi
vi
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS
The following terms in this Prospectus bear the same meanings as set out below unless otherwise
defined or the context requires otherwise:
GENERAL:
“Application Form” : Printed application form for the application of our IPO Shares
accompanying this Prospectus
“CDS Account” : Account established by Bursa Depository for a depositor for the
recording and dealing in securities by the depositor
vii
vii
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS (Cont’d)
“Closing Date” : Date adopted in this Prospectus as the last date for acceptance
and receipt of the Application
viii
viii
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS (Cont’d)
ix
ix
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS (Cont’d)
“Depository Rules” : Rules of Bursa Depository and any appendices thereto as they
may be amended from time to time
x
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS (Cont’d)
“Internet Share Application” : Application for IPO Shares through an online share application
service provided by Internet Participating Financial Institution
“Initial Public Offering” or : Our initial public offering comprising the Public Issue and Offer For
“IPO” Sale
“IPO Price” : Issue/Offer price of RM[•] per Share under our Public Issue and
Offer For Sale
“Issuing House” : Tricor Investor & Issuing House Services Sdn Bhd (197101000970
(11324-H))
“Listing” : Listing of and quotation for our entire enlarged share capital of
RM[•] million comprising 428,331,001 Shares on the ACE Market
“Listing Scheme” : Comprising the Public Issue, Offer For Sale and Listing, collectively
“Lot 2773 & 2776” : 2 parcels of vacant industrial land held under GM 1510 and Geran
59350 (Lots 2773 and 2776 respectively), Jalan Bukit Panchor,
Mukim 07, Daerah Seberang Perai Selatan, Negeri Pulau Pinang,
which were acquired by us in 2018 for the construction of our new
factory in line with our future expansion plans
“LPD” : 31 May 2021, being the latest practicable date for ascertaining
certain information contained in this Prospectus
“Market Day” : Any day between Monday to Friday (both days inclusive) which is
not a public holiday and on which Bursa Securities is open for the
trading of securities
xi
xi
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS (Cont’d)
“Offer for Sale” : Offer for sale of 21,416,600 Offer Shares by our Selling
Shareholders at our IPO Price
“Offer Share(s)” : Existing Share(s) to be offered under our Offer for Sale
“Pink Form Allocations” : Allocation of 21,416,550 Issue Shares to our eligible Directors,
employees and persons who have contributed to the success of
our Group, which forms part of our Public Issue
“Promoter(s)” : Paul Heng Weng Seng, Liew Sow Ying and Lim Teik Hoe,
collectively
“Public Issue” : Public issue of 117,791,000 Issue Shares at our IPO Price
“Selling Shareholders” : Paul Heng Weng Seng and Liew Sow Ying, who are undertaking
the Offer for Sale
xii
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
DEFINITIONS (Cont’d)
“Underwriting Agreement” : Underwriting agreement dated [•] entered into between Coraza
and M&A Securities for the purpose of our IPO
CURRENCY:
xiii
xiii
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
TECHNICAL GLOSSARY
This glossary contains an explanation of certain terms used throughout this Prospectus in connection
with our Group’s business. The terminologies and their meanings may not correspond to the standard
industry usage of these terms:
Intermediate metal : Sheet metal and metal blocks that have undergone sheet metal
products fabrication and precision machining processes. Intermediate metal
products may undergo further processing or assembly to produce
the finished products. Intermediate metal products include metal
piece parts and precision-machined components
Metal piece part : Sheet metal that have undergone fabrication such as cutting,
welding, and bending
xiv
xiv
Registration No
Registration No :: 202001039065
202001039065 (1395386-M)
(1395386-M)
TABLE OF CONTENTS
2. PROSPECTUS SUMMARY
2.1 PRINCIPAL DETAILS OF IPO ............................................................................................. 4
2.2 GROUP STRUCTURE AND BUSINESS MODEL ..................................................................... 4
2.3 IMPACT OF COVID-19 AND MCO....................................................................................... 6
2.4 COMPETITIVE STRENGTHS .............................................................................................. 7
2.5 BUSINESS STRATEGIES.................................................................................................... 7
2.6 RISK FACTORS ................................................................................................................ 8
2.7 DIRECTORS AND KEY MANAGEMENT ................................................................................ 9
2.8 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS ............................................................ 10
2.9 UTILISATION OF PROCEEDS ........................................................................................... 11
2.10 FINANCIAL HIGHLIGHTS ................................................................................................. 11
2.11 DIVIDEND POLICY .......................................................................................................... 13
xv
xv
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
7. BUSINESS OVERVIEW
7.1 OUR HISTORY ................................................................................................................ 88
7.2 KEY ACHIEVEMENTS AND MILESTONES ........................................................................... 90
7.3 PRINCIPAL ACTIVITIES ................................................................................................... 92
7.4 BUSINESS PROCESSES .................................................................................................. 104
7.5 BUSINESS SEGMENTS AND PRINCIPAL MARKETS ........................................................... 107
7.6 SALES AND MARKETING STRATEGIES ............................................................................ 108
7.7 TECHNOLOGY USED OR TO BE USED ............................................................................. 108
7.8 INTERRUPTIONS IN BUSINESS ...................................................................................... 109
7.9 SEASONALITY ............................................................................................................... 112
7.10 MAJOR CUSTOMERS ..................................................................................................... 113
7.11 TYPES, SOURCES AND AVAILABILITY OF INPUT ............................................................. 115
7.12 MAJOR SUPPLIERS AND SUBCONTRACTORS .................................................................. 116
7.13 QUALITY CONTROL MANAGEMENT ................................................................................ 118
7.14 HEALTH, SAFETY, AND ENVIRONMENTAL MANAGEMENT SYSTEMS ................................. 119
7.15 DESIGN AND DEVELOPMENT ACTIVITIES ...................................................................... 119
7.16 COMPETITIVE STRENGTHS ........................................................................................... 121
7.17 OPERATING CAPACITY AND OUTPUT ............................................................................. 123
7.18 DEPENDENCY ON CONTRACTS, AGREEMENTS OR OTHER ARRANGEMENTS ..................... 124
7.19 BUSINESS STRATEGIES AND PROSPECTS ...................................................................... 124
9. RISK FACTORS
9.1 RISKS RELATING TO OUR BUSINESS AND OUR OPERATIONS ......................................... 138
9.2 RISKS RELATING TO OUR INDUSTRY ............................................................................ 141
9.3 RISKS RELATING TO THE INVESTMENT IN OUR SHARES ................................................ 142
9.4 OTHER RISKS ............................................................................................................... 143
xvi
xvi
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
xvii
xvii
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
1. CORPORATE DIRECTORY
BOARD OF DIRECTORS
Nationality/
Name Designation Residential address Profession Gender
Ng Fook San Executive Chairman 11, Lengkok Kenari Satu Malaysian/ Male
Desaria, Sungai Ara Director
11900 Bayan Lepas
Pulau Pinang
Sazali Bin Mohd Independent Non- 15, Jalan Tijani 2/B Malaysian/ Male
Nor Executive Deputy Taman Tijani Ukay Director
Chairman 68000 Ampang
Selangor
Lim Teik Hoe Managing Director 44, Changkat Delima Satu Malaysian/ Male
Island Glades Director
11700 Gelugor
Pulau Pinang
AUDIT COMMITTEE
1
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
ISSUING HOUSE AND : Tricor Investor & Issuing House Services Sdn Bhd
SHARE REGISTRAR (197101000970 (11324-H))
Unit 32-01, Level 32, Tower A
Vertical Business Suite, Avenue 3
Bangsar South
8, Jalan Kerinchi
59200 Kuala Lumpur
2
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
3
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
2. PROSPECTUS SUMMARY
This Prospectus Summary only highlights the key information from other parts of this
Prospectus. It does not contain all the information that may be important to you. You
should read and understand the contents of the whole Prospectus prior to deciding on
whether to invest in our Shares.
The following details relating to our IPO are derived from the full text of this Prospectus
and should be read in conjunction with that text.
No. of Shares to be offered under the Offer for Sale entirely for private 21,416,600
placement to selected investors
Market capitalisation (calculated based on our IPO Price and enlarged RM[•]
no. of Shares upon Listing)
Our Promoters’ entire shareholdings after IPO will be held under moratorium for 6 months
from the date of Listing. Thereafter, our Promoters’ shareholdings amounting to 45% of our
share capital will remain under moratorium for another 6 months. Our Promoters may sell,
transfer or assign up to a maximum of one-third per annum (on a straight line basis) of
their shares held under moratorium upon expiry of the second 6 month period. Further
details on the moratorium on our Shares are set out in Section 3.2.
Our Company was incorporated in Malaysia under the Act on 30 November 2020 as a
private limited company under the name of Coraza Integrated Technology Sdn Bhd. On [
], we converted into a public limited company and adopted our present name.
Our principal activity is that of an investment holding company. Our Group structure as at
LPD is as follows:
Coraza
100.0%
Coraza
Systems
Through our subsidiary, we are principally involved in the fabrication of sheet metal and
precision machined components, as well as the provision of related services, such as D&D
and value-added sub-module assembly services. We support customers in various
industries including semiconductor, instrumentation, life science and medical devices,
telecommunications, aerospace, and E&E.
4
4
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
5
5
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
In addition to metal fabrication and assembly services, we also conduct joint product
development with our customers. We will collaborate with them on the D&D of their
products to produce a prototype of the product. Once the prototype has been confirmed
then the planning for production begins. We implement an AQP process during our
production process that facilitates communication and collaboration between our Group and
our customers to achieve production efficiency by reducing cost and improving production
cycle time.
As at LPD, we occupy a 1.5-storey factory measuring 8,660.4 square metres, running 2 12-
hour shifts a day in a 6-day work week. We have 70 units of machinery, comprising
bending, punching, cutting, milling, welding and tapping machinery, which cater to various
customer requirements.
Our focus is to provide integrated engineering support to our customers, several of whom
are large MNCs involved in various industries. These include semiconductor,
instrumentation, life science and medical devices, telecommunications, aerospace, and E&E
industries. For FYE 2018, 2019, and 2020, our top 5 customers comprise such MNCs, who
contributed 91.7%, 90.1% and 86.2% of our Group’s total revenue respectively.
We deal with our customers mainly through their operations in Malaysia, and some in
Singapore. For FYE 2018, 2019, and 2020, our revenue from Malaysia and Singapore
contributed 91.7%, 90.1% and 86.2% of our Group’s total revenue respectively.
Further details of our Group and our business model are set out in Sections 6 and 7.
The Government has imposed the MCO to curb the spread of the COVID-19 virus
throughout Malaysia from 18 March 2020 to 3 May 2020, conditional MCO from 4 May 2020
to 9 June 2020 and recovery MCO from 10 June 2020 to 31 December 2020. During the
end of 2020, the number of COVID-19 cases increased and led to the Government imposing
a second MCO in various states beginning 13 January 2021. The country transitioned into a
CMCO beginning 5 March 2021. However, increasing COVID-19 cases saw the MCO re-
imposed nationwide beginning 12 May 2021.
On 18 March 2020, we temporarily ceased operations, but received approval from MITI to
resume operations on 28 March 2020 at 30% management capacity. Subsequently, we
have since 10 June 2020 fully resumed our operations.
Despite the MCO restrictions, our operations were not significantly impacted, and we
managed to record an increase in revenue for FYE 2020 of RM83.7 million compared to
RM58.6 million for FYE 2019. The cost incurred in relation to COVID-19 and SOP
compliance amounted to approximately RM178,000 up to LPD which covers the cost of
implementing the various SOP, COVID-19 tests, quarantine accommodation, and
sanitisation and disinfection activities.
6
6
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
In FYE 2021, our production activities were temporarily halted due to our shutdown notice
on 31 May 2021, leading to delay in delivery to our customers. We have not experienced
and do not expect any penalties from our customers on the delay and are in constant
communication with them. We also continue to receive new orders from customers during
this period and up to LPD. As a result, we believe that the delays in delivery will not have
any significant adverse impact on our business and financial performance for FYE 2021.
Further details on the impact of COVID-19 and MCO and our measures to commence and
continue operations are set out in Section 7.8.1.
Our Directors believe that our business sustainability and future growth is built on the
following competitive strengths:
(a) We are an integrated engineering supporting services provider, with a wide range of
services. These services encompass fabrication of sheet metal, precision engineering,
as well as provision of related services, such as D&D and value-added sub-module
assembly services.
(b) We have an established track record and long-standing relationships with our
customers. 4 of our major customers have more than 10 years of business
relationships with us.
(c) We are led by a team of experienced and knowledgeable personnel. Our Executive
Chairman, Ng Fook San has over 40 years of experience in the E&E industry, and our
Managing Director, Lim Teik Hoe also has over 30 years of experience in the E&E
industry. They are supported by a team of experienced key personnel who have
extensive experience in their respective fields.
(d) We continuously invest in new and advanced machinery in line with improving
technology and the requirements of our customers. As such, we are able to meet our
customers’ advanced requirements as well as keep up with the demands of the
market and capture new customers in new markets.
Further details of our competitive strengths are set out in Section 7.16.
Our business objectives are to maintain sustainable growth and create long term
shareholder value. To achieve our business objectives, we will implement the following
business strategies over the period of 36 months from the date of our Listing:
(a) We plan to construct a new factory on Lot 2773 & 2776, which is adjacent to our
current factory in Nibong Tebal, Pulau Pinang over 3 phases, within the next 2 years.
This is to expand our production capacity and enable us to provide new services to
our customers in the future. Phase 1 of the construction is expected to be completed
by November 2022 and we expect to commence operations therein by December
2022.
(b) In conjunction with the construction of our new factory, we plan to purchase new
machinery over the next 3 years for our existing and new factories, which will
improve our production capacity as well as our service offerings. As at LPD, we have
ordered machinery which will be ready for commissioning by the third quarter of
2021, and will increase our capacity by approximately 22.0%. Thereafter, we will
progressively acquire machinery over 3 years which will increase our capacity by a
further 27.0%.
7
7
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Further details of our business strategies are set out in Section 7.19.
Before investing in our Shares, you should carefully consider, along with other matters in
this Prospectus, the risk factors as set out in Section 9. Some of the more important risk
factors are summarised below:
(a) We are dependent on our top 3 major customers. They collectively contribute a total
of approximately 76.8%, 75.8%, and 75.8% of our Group’s revenue for FYE 2018,
2019, and 2020 respectively. Any adverse changes to the business relationship
between our Group and our major customers such as cancellation of orders or a
termination of the relationship may lead to a negative impact on our operations and
financial performance.
(b) Our manufacturing activities are dependent on the supply of skilled workers such as
engineers and production workers. Although we have automated machinery in our
factory, we are still reliant on production workers. We face the risk of competing for
our skilled workers among other companies involved in engineering supporting
services. In the event that we are unable to retain or replace them, our business
operations and financial performance may be negatively affected.
(c) The success and achievements of our Group can be attributed to the efforts of our
Directors and key management, who are directly involved in developing our business
strategies and managing our operations. The loss of our Directors and key
management without suitable or timely replacements may affect our business
operations and our ability to compete with our competitors, thus affecting the
financial performance of our Group.
(d) We experienced a few disruptions over the course and various phases of the MCO,
further details of which are set out in Section 7.8.1. Despite these disruptions, and
operating at a lower capacity during the various MCO phases, we did not experience
any significant negative impact on our production output nor did we experience any
decrease in demand from our customers. However, if there is any tightening of
restrictions in the future or resurgence of COVID-19 cases in our factory that may
lead to closure of our factory or further reduction in our workforce, there can be no
assurance that our manufacturing activities will not be materially affected. This may
result in an adverse financial impact on our operations and financial performance.
(e) LLM, aluminium and cold rolled steel contributed a total of 77.9%, 76.1%, and
84.1% of our raw material purchases for FYE 2018, 2019 and 2020 respectively. The
prices of LLM, aluminium, and steel are affected by factors including but not limited
to the supply and demand conditions. During FYE 2021, our raw materials costs
increased between 10% to 70%, depending on the type of materials. We are in the
midst of requoting our selling prices to our customers to reflect the increased cost of
raw materials. Moving forward, if the cost of our raw materials continue to increase,
and we are unable to pass such increase to our customers, our margins may be
affected which will adversely affect our Group’s financial performance and operations.
(f) For 3 FYE 2018 to 2020, our export sales contributed 25.6%, 29.4% and 29.3% of
our total revenue respectively. Our export revenue is mainly denominated in USD. A
fluctuation of 10% in RM against USD will result in a fluctuation in our PBT for FYE
2020 by RM1.6 million. There can be no assurance that fluctuations in foreign
currency will not affect the revenue and earnings of our Group.
8
8
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(g) The business of our Group is dependent on the end-user markets of our customers
which may be adversely affected by numerous factors such as political, economic,
and regulatory risks; changes in technology; and decrease in demand for their
products. A negative performance in the end-user markets of our customers may
affect the demand for our products and may lead to an adverse impact on our
business operations and financial performance.
(h) We are subject to changes and advancements in technology in the various industries
that our customers are involved in. In the event that we are unable to anticipate the
changes in technology and develop new products and services in a timely manner,
we may be unable to retain our customers or attract new customer. This may lead to
an adverse effect on our earnings and financial performance.
Name Designation
Directors
Ng Fook San Executive Chairman
Sazali Bin Mohd Nor Independent Non-Executive Deputy Chairman
Lim Teik Hoe Managing Director
Paul Heng Weng Seng Non-Independent Non-Executive Director
Ng Hong Kiat @ Ng Han Kiat Independent Non-Executive Director
Rusmin Alwani Binti Shukery Independent Non-Executive Director
Key management
Kor Han Chin Head of Operations and Head of Production
Tan Hooi Siam Head of Finance
Bathumavathy A/P Suppiah Head of Planning
Tan Guit See Head of Engineering
Yeesperan A/L Jagesperan Head of Quality Assurance
Further details of our Directors and key management are set out in Section 5.
9
9
Registration
RegistrationNo
No: :202001039065 (1395386-M)
202001039065(1395386-M)
The shareholdings of our Promoters and substantial shareholders in our Company before and after IPO are set out below:
(1) (2)
Before IPO After IPO
Direct Indirect Direct Indirect
No. of No. of No. of No. of
Name Nationality Shares % Shares % Shares % Shares %
Paul Heng Weng Seng Malaysian 217,378,000 70.0 - - 206,669,700 48.3 - -
Liew Sow Ying Malaysian 93,162,001 30.0 - - 82,453,701 19.3 - -
(3) (3)
Lim Teik Hoe Malaysian - - 93,162,001 30.00 - - 82,453,701 19.3
Notes:
(1)
Based on the share capital of 310,540,001 Shares before IPO.
(2)
Based on the enlarged share capital of 428,331,001 Shares after IPO.
(3)
Deemed interest by virtue of the shareholdings of his spouse pursuant to Section 59(11)(c) of the Act.
Further details of our Promoters and substantial shareholders are set out in Section 5.
10
9
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The gross proceeds to be raised by our Company from the Public Issue of RM[•] million
shall be utilised in the following manner:
(1)
Estimated
timeframe for
Utilisation of proceeds RM’000 % utilisation
Note:
(1)
From the date of listing of our Shares.
The selected financial information included in this Prospectus is not intended to predict our
Group's financial position, results and cash flows.
The following table sets out the financial highlights based on our combined statements of
comprehensive income for FYE 2018 to 2020:
Further details on the financial information are set out in Sections 12 and 13.
Notes:
(1)
Included in our other income in FYE 2020 is a gain from disposal of property, which is
non-recurring. Our adjusted PBT and PAT for FYE 2020 exclude the said other income
net of real property gains tax.
(2)
Calculated based on Adjusted PAT and share capital of 310,540,001 Shares in issue
before Public Issue.
10
11
Registration No
Registration No :: 202001039065
202001039065 (1395386-M)
(1395386-M)
(3)
Calculated based on Adjusted PAT and enlarged share capital of 428,331,001 Shares
after Public Issue.
There were no exceptional items during the financial years under review. Our audited
combined financial statements for the past financial years under review were not subject to
any audit qualifications.
The following table sets out a summary of the pro forma statements of financial position of
our Group to show the effects of the Acquisition, Public Issue and utilisation of proceeds. It
is presented for illustrative purposes only and should be read together with the pro forma
statements of financial position as set out in Section 14.
I II III
As at 31 After II and
December After After I and utilisation of
2020 Acquisition Public Issue proceeds
RM’000 RM’000 RM’000 RM’000
ASSETS
Total non-current assets - 23,344 [•] [•]
(1)
Total current assets - 36,110 [•] [•]
(1)
TOTAL ASSETS - 59,454 [•] [•]
EQUITY AND
LIABILITIES
(1)
Share capital - 29,253 [•] [•]
Retained profits - 26,755 26,755 [•]
Reserves (5) (26,753) (26,753) (26,753)
TOTAL EQUITY (5) 29,255 [•] [•]
Notes:
(1)
Representing RM1.00.
(2)
Representing 1 share.
11
12
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Our Company presently does not have any formal dividend policy. It is our intention to pay
dividends to shareholders in the future, however, such payments will depend upon a
number of factors, including our Group's financial performance, capital expenditure
requirements, general financial condition and any other factors considered relevant by our
Board.
Further details of our dividend policy are set out in Section 12.16.
12
13
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Bursa Securities had, vide its letter dated [●], approved our admission to the Official List of
the ACE Market and the listing of and quotation for our entire enlarged issued share capital
on the ACE Market. The approval from Bursa Securities is subject to the following
conditions:
3.1.2 SC approval
Our Listing is an exempt transaction under Section 212(8) of the CMSA and is therefore not
subject to the approval of the SC.
The SC had, vide its letter dated [•], approved our resultant equity structure pursuant to
our Listing under the equity requirement for public listed companies. The approval from the
SC is subject to the following conditions:
The Shariah Advisory Council of SC had, vide its letter dated [•] classified our Shares as
shariah-compliant based on our audited combined financial statements for [FYE 2020].
In accordance with Rule 3.19 of the Listing Requirements and pursuant to the conditions
imposed under the approval letter by Bursa Securities, a moratorium will be imposed on the
sale, transfer or assignment of those Shares held by our Promoters as follows:
(a) The moratorium applies to the entire shareholdings of our Promoters for a period of 6
months from the date of our admission to the ACE Market (“First 6-Month
Moratorium”);
(b) Upon the expiry of the First 6-Month Moratorium, our Company must ensure that our
Promoters’ aggregate shareholdings amounting to 45% of our nominal ordinary share
capital remain under moratorium for another period of 6 months (“Second 6-Month
Moratorium”); and
(c) On the expiry of the Second 6-Month Moratorium, our Promoters may sell, transfer or
assign up to a maximum of one-third (1/3) per annum (on a straight line basis) of
those Shares held under moratorium.
Details of our Promoters and their Shares which will be subject to the abovesaid
moratorium, are set out below:
13
14
RegistrationNo
Registration No ::202001039065
202001039065 (1395386-M)
(1395386-M)
Note:
(1)
Based on the enlarged share capital of 428,331,001 Shares after IPO.
The moratorium has been fully accepted by the abovementioned Promoters, who have
provided written undertakings that they will not sell, transfer or assign their shareholdings
under moratorium during the moratorium period.
The moratorium restrictions are specifically endorsed on the share certificates representing
the Shares under moratorium held by the abovementioned Promoters to ensure that our
Share Registrar does not register any transfer that contravenes with such restrictions.
14
15
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The Application period will open at 10.00 a.m. on [•] and will remain open until 5.00 p.m.
on [•]. LATE APPLICATIONS WILL NOT BE ACCEPTED.
In the event there is any change to the timetable, we will advertise the notice of changes in
a widely circulated English and Bahasa Malaysia daily newspaper in Malaysia.
15
16
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The basis of allocation of the Issue Shares shall take into account our Board’s
intention to distribute the Issue Shares to a reasonable number of applicants to
broaden our Company’s shareholding base to meet the public spread requirements,
and to establish a liquid and adequate market for our Shares. Applicants will be
selected in a fair and equitable manner to be determined by our Directors.
Upon completion of our Public Issue, our share capital will increase from RM29.3
million comprising 310,540,001 Shares to RM[●] million comprising 428,331,001
Shares. There is no over-allotment or ‘greenshoe’ option that will increase the
number of our IPO Shares.
Our Public Issue is subject to the terms and conditions of this Prospectus.
16
17
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
A total of 21,416,600 Offer Shares, representing 5.0% of our enlarged share capital, are offered by our Selling Shareholders to selected investors by
way of private placement at our IPO Price. Our Offer for Sale is subject to the terms and conditions of this Prospectus.
The details of our Selling Shareholders and their relationship with our Group are as follows:
(1)
Before IPO Offer Shares offered After IPO
Relationship with our No. of No. of No. of
(3)
Name / Address Group Shares % Shares (2)% (3)% Shares %
Paul Heng Weng Seng / Promoter, substantial 217,378,000 70.0 10,708,300 3.4 2.5 206,669,700 48.3
29, Jalan PU3/3A shareholder and Non-
Taman Puchong Utama Independent Non-
47140 Puchong Executive Director
Selangor
Liew Sow Ying / Promoter and substantial 93,162,001 30.0 10,708,300 3.4 2.5 82,453,701 19.3
44, Changkat Delima Satu shareholder
Island Glades
11700 Gelugor
Pulau Pinang
Notes:
(1)
As at LPD, after completion of the Acquisition but before IPO.
(2)
Based on the share capital of 310,540,001 Shares before IPO.
(3)
Based on our enlarged share capital of 428,331,001 Shares after IPO.
Further details of our Selling Shareholders, who are also our Promoters and substantial shareholders can be found in Section 5.1.
18
17
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(c) Listing
Upon completion of our IPO, our Company’s entire enlarged share capital of RM[●]
million comprising 428,331,001 Shares shall be listed on the ACE Market.
We have allocated 21,416,550 Issue Shares under the Pink Form Allocations to our eligible
Directors, employees and persons who have contributed to the success of our Group as
follows:
Aggregate no.
No. of eligible of Issue Shares
Category persons allocated
Eligible Directors 4 4,208,500
Eligible employees 565 9,017,000
Persons who have contributed to the success of 30 8,191,050
our Group
599 21,416,550
Entitlements which are not accepted by certain eligible Directors, employees and persons
who have contributed to the success of our Group will be re-allocated to the other eligible
Directors as set out in the table below and other eligible employees and persons who have
contributed to the success of our Group at the discretion of our Board.
The criteria for allocation to our eligible Directors are based on amongst others their
anticipated contribution to our Group. Lim Teik Hoe (our Managing Director) and Paul
Heng Weng Seng (our Non-Independent Non-Executive Director) have opted not to
participate in the Pink Form Allocations as they are already our substantial
shareholders.
No. of Issue
Name Designation Shares allocated
Ng Fook San Executive Chairman 2,083,400
Sazali Bin Mohd Nor Independent Non-Executive Deputy 416,700
Chairman
Ng Hong Kiat @ Ng Independent Non-Executive Director 1,500,000
Han Kiat
Rusmin Alwani Binti Independent Non-Executive Director 208,400
Shukery
4,208,500
The criteria of allocation to our eligible employees (as approved by our Board) are
based on, inter-alia, the following factors:
(i) Our employees must be an eligible and confirmed employee and on the payroll
of our Group;
(ii) The number of shares allocated to our eligible employees are based on their
seniority, position, length of service and respective contribution made to our
Group as well as other factors deemed relevant to our Board; and
18
19
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Included in the allocation to our eligible employees are the proposed allocations to
our key management:
No. of Issue
Name Designation Shares allocated
Kor Han Chin Head of Operations 208,400
Tan Hooi Siam Head of Finance 208,400
Bathumavathy A/P Head of Planning 208,400
Suppiah
Tan Guit See Head of Engineering 208,400
Yeesperan A/L Head of Quality Assurance 208,400
Jagesperan
1,042,000
(c) Allocation to persons who have contributed to the success of our Group
Persons who have contributed to the success of our Group include business
associates, subcontractors, customers and suppliers.
The number of Issue Shares to be allotted to those persons who have contributed to
the success of our Group are based on amongst others, the nature and terms of their
business relationship with us, length of their relationship with us and the level of
contribution and support to our Group.
Our Underwriter will underwrite 42,833,100 Issue Shares made available for application by
the Malaysian Public and Pink Form Allocations. The balance 74,957,900 Issue Shares and
21,416,600 Offer Shares available for selected investors have been placed out by our
Placement Agent and will not be underwritten.
Any of our Issue Shares not subscribed by the Malaysian Public or Pink Form Allocations will
be made available to selected investors via private placement.
However, if all Issue Shares offered to the Malaysian Public are oversubscribed, shares not
subscribed for under the Pink Form Allocations (if any), will be made available for
application by the Malaysian Public. Thereafter, any remaining Issue Shares that are not
subscribed for will be subscribed by our Underwriter based on the terms of the
Underwriting Agreement. Our Board will ensure that any excess IPO Shares will be
allocated on a fair and equitable manner.
There is no minimum subscription to be raised from our IPO. However, in order to comply
with the public spread requirements of Bursa Securities, the minimum subscription in terms
of the number of IPO Shares will be the number of IPO Shares required to be held by
public shareholders to comply with the public spread requirements as set out in the Listing
Requirements or as approved by Bursa Securities.
19
20
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Under the Listing Requirements, at least 25.0% of our enlarged share capital for which
listing is sought must be in the hands of a minimum of 200 public shareholders, each
holding not less than 100 Shares upon our admission to the ACE Market. We expect to
meet the public shareholding requirement at the point of our Listing. If we fail to meet the
said requirement, we may not be allowed to proceed with our Listing on the ACE Market.
In such an event, we will return in full, without interest, all monies paid in respect of all
applications. If any such monies are not repaid within 14 days after we become liable to do
so, the provision of sub-section 243(2) of the CMSA shall apply accordingly.
Our Offer for Sale will not have any effect on our share capital.
As at the date of this Prospectus, we have only one class of shares, being ordinary shares,
all of which rank equally amongst one another.
Our Issue Shares will, upon allotment and issuance, rank equally in all respects with our
existing ordinary shares including voting rights and will be entitled to all rights and
dividends and other distributions that may be declared subsequent to the date of allotment
of our Issue Shares.
Our Offer Shares rank equally in all respects with our existing ordinary shares including
voting rights and will be entitled to all rights and dividends and other distributions that may
be declared subsequent to the date of transfer of the Offer Shares.
Subject to any special rights attaching to any Shares which may be issued by us in the
future, our shareholders shall, in proportion to the amount paid-up on the Shares held by
them, be entitled to share in the whole of the profits paid out by us as dividends and other
distributions and any surplus if our Company is liquidated in accordance with our
Constitution.
Each of our shareholders shall be entitled to vote at any of our general meetings in person
or by proxy or by other duly authorised representative. Every shareholder present in person
or by proxy or other duly authorised representative shall have one vote for each ordinary
share held.
(a) To enable our Group to raise funds for the purposes specified in Section 4.9 herein;
(b) To gain recognition through our listing status to enhance our reputation and to retain
and attract new, skilled employees from the engineering industry;
20
21
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(c) To provide an opportunity for the Malaysian Public, including our eligible Directors,
employees and persons who have contributed to the success of our Group to
participate in our equity; and
(d) To enable us to tap into the equity capital market for future fund raising and to
provide us the financial flexibility to pursue future growth opportunities as and when
they arise.
Our IPO Price was determined and agreed upon by us and M&A Securities, as our Adviser,
Sponsor, Underwriter and Placement Agent, after taking into consideration the following
factors:
(a) Our pro forma NA per Share as at 31 December 2020 after IPO and utilisation of
proceeds of RM[●], calculated based on our pro forma NA after IPO and utilisation of
proceeds as at 31 December 2020 of approximately RM[●] million and enlarged share
capital of 428,331,001 Shares upon Listing;
(b) The PE Multiple of our IPO Price of approximately [●] times based on our adjusted
EPS of approximately 1.47 sen for FYE 2020, calculated based on our adjusted PAT
for FYE 2020 of RM6.3 million (after adjusting for one off gain from disposal of
property of RM1.9 million) and enlarged share capital of 428,331,001 Shares upon
Listing;
Note:
(1)
Included in our other income in FYE 2020 is a gain from disposal of property,
which is non-recurring. Our adjusted PAT for FYE 2020 exclude the said other
income net of real property gains tax.
(e) Our business strategies and prospects as set out in Section 7.19.
You should note that our market price upon Listing is subject to the vagaries of market
forces and other uncertainties that may affect the price of our Shares. You should form
your own views on the valuation of our IPO Shares before deciding to invest in them. You
are reminded to carefully consider the risk factors as set out in Section 9 before deciding to
invest in our Shares.
Based on our IPO Price and enlarged share capital of 428,331,001 Shares upon Listing, our
total market capitalisation will be RM[●] million.
21
22
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
4.8 DILUTION
Dilution is the amount by which our IPO Price exceeds our pro forma NA per Share
immediately after our IPO. The following table illustrates such dilution on a per Share basis:
RM
IPO Price [●]
Pro forma NA per Share as at 31 December 2020 after IPO and utilisation of [●]
proceeds
Dilution in pro forma NA per Share to our new public investors [●]
Dilution in pro forma NA per Share as a percentage of our IPO Price [●]
Further details of our pro forma NA per Share as at 31 December 2020 is set out in Section
14.
The following table shows the average effective cost per Share paid by our existing
shareholders for our Shares since our incorporation up to the date of this Prospectus:
Notes:
(1)
Issued under the Acquisition.
(2)
Including 1 Share which was acquired from Lim Teik Hoe after the Acquisition.
Save as disclosed above and the Pink Form Allocations to our eligible Directors and key
management, there has been no acquisitions or subscription of any of our Shares by our
Directors or key management, substantial shareholders or persons connected with them, or
any transaction entered into by them which grants them the right to acquire any of our
existing Shares, in the past 3 years up to LPD.
22
23
Registration No
Registration No :: 202001039065
202001039065 (1395386-M)
(1395386-M)
The estimated gross proceeds from our Public Issue of RM[●] million will accrue entirely to
us and are planned to be utilised in the following manner:
(1)
Estimated
timeframe for
Utilisation of proceeds Notes RM’000 % utilisation
Purchase of new machinery (a) [●] [●] Within 36 months
Construction of factory (b) [●] [●] Within 36 months
Implementation of ERP system (c) [●] [●] Within 12 months
Extension of existing building (d) [●] [●] Within 12 months
Repayment of bank borrowings (e) [●] [●] Within 12 months
Estimated listing expenses (f) [●] [●] Within 1 month
Total [●] 100.0
Pending the deployment of the proceeds raised from our Public Issue as aforementioned,
the funds will be placed in short-term deposits with financial institutions.
Notes:
(1)
From the date of Listing.
Over the course of the next 3 years following our Listing, we have allocated RM[●]
million to gradually increase our capacity and improve our service offerings to meet
the increasing demand from our customers.
To this end, we have as at LPD placed orders and drawn down our trade lines
amounting to RM[●] million for 2 bending machines (RM[●] million), a sanding
machine (RM[●] million) and design software specific for this machine (RM[●]
million). These machinery is expected to be installed in our existing factory and will
be ready for commissioning by the third quarter of 2021. These will increase our
capacity by approximately 22.0%.
For the aforementioned acquisitions totalling RM[●] million, the proceeds raised from
our Public Issue will be used to repay the bank borrowings undertaken to finance
their purchase, and will save us annual interests of approximately RM[●] based on an
interest rate of 2.54% per annum.
The balance RM[●] million worth of machinery will be acquired progressively over the
next 3 years following our Listing, in accordance with our plans to construct our new
factory over 3 phases. These machinery comprise the following:
23
24
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
We have earmarked RM[●] million towards the construction of a new factory on Lot
2773 & 2776 located in Nibong Tebal, Pulau Pinang, which measures a land area of
8,374 square metres. The factory is expected to cost a total of RM[●] million,
comprising the construction costs (structural works and electrical), fittings and
professional fees. The balance RM[●] million of these costs not funded from our
Public Issue will be funded via bank borrowings which we have obtained from
Malaysian Industrial Development Finance Berhad. The details of each phase of our
new factory are as follows:
Construction
Built-up area cost
Phase Description (sq ft) (RM’000) Activities
Phase 1 3-storey 40,101.0 6,624 Precision machining
office and a segment (new
2-storey and existing
factory machinery
relocated from
existing factory)
Phase 2 2-storey 25,858.1 3,879 Sheet metal
factory fabrication
involving frames
and structures
Timeframe
Phase 1 Phase 2 Phase 3 Milestones
July 2021 October 2021 January 2022 Submit building plan
Please refer to Section 7.19.1 for details of our future expansion plans.
24
25
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
We are currently in the process of implementing a new ERP system to streamline and
automate our processes for more efficient operations. This system is expected to cost
RM[●] million in total which comprises system integration, infrastructure and requisite
licenses. It is expected to be fully integrated by January 2022. For this purpose, we
have drawn down bank borrowings to finance the purchase of the ERP system, and
the proceeds from our Public Issue will be used to repay these borrowings, which will
save us annual interests of approximately RM[●] based on an interest rate of 2.54%
per annum.
We have earmarked RM[●] million to extend our existing factory to add an additional
area for capacity expansion. We have committed funds from our bank borrowings for
the total cost of this extension of RM[●] million. As such, the proceeds from our
Public Issue will be used to repay these borrowings, and will save us annual interests
of approximately RM[●] based on an interest rate of 2.54% per annum. The
extension is expected to complete in third quarter of 2021. The additional space
measures 10,000 sq ft of space in our existing factory, and will accommodate the
purchase of new machinery we have ordered, as detailed in (a) above.
We have allocated RM[●] million to partially repay our term loans which were mainly
drawn down to finance the purchase of our existing factory. We have decided to
repay this term loan as it carries higher interest than our other bank borrowings. As
at LPD, our outstanding bank borrowings amounted to RM17.7 million. However, we
expect to drawdown further bank overdrafts to support our working capital
requirements as our business continues to grow.
The early repayment of the term loan will attract a one-off early settlement fee of
approximately RM126,672. Nonetheless, the expected annual interest savings from
the repayment of the term loans are approximately RM[●] to RM[●] based on the
interest rate of 2.45% to 3.37% per annum. However, the actual interest savings
may vary depending on the then applicable interest rates.
An amount of RM[●] million is allocated to meet the estimated cost of our Listing.
The following summarises the estimated expenses incidental to our Listing to be
borne by us:
Notes:
(1)
Includes advisory fees for, amongst others, our Principal Adviser, solicitors,
reporting accountants, IMR and Issuing House.
(2)
Other incidental or related expenses in connection with our IPO.
25
26
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
If our actual listing expenses are higher than the amount budgeted, the deficit will be
funded out of the portion allocated for our general working capital requirements.
Conversely, if our actual listing expenses are lower than the amount budgeted, the
excess will be utilised for our general working capital requirements.
The Offer for Sale is expected to raise gross proceeds of approximately RM[●] million which
will accrue entirely to our Selling Shareholders and we will not receive any of the proceeds.
The Selling Shareholders shall bear all of the expenses relating to the Offer Shares, the
aggregate of which is estimated to be approximately RM[●] million.
Brokerage is payable in respect of the Issue Shares at the rate of 1.0% of our IPO Price in
respect of successful applicants which bear the stamp of member companies of Bursa
Securities, member of the Association of Banks in Malaysia, members of the Malaysia
Investment Banking Association in Malaysia or Issuing House.
Our Placement Agent has placed out a total of 74,957,900 Issue Shares and 21,416,600
Offer Shares to selected investors.
We will pay our Placement Agent a placement fee of 2.5% of our IPO Price multiplied by
the number of Issue Shares placed out by our Placement Agent.
The placement fee of 2.5% of the value of those Offer Shares placed out by our Placement
Agent will be paid by our Selling Shareholders.
Our Underwriter has agreed to underwrite 42,833,100 Issue Shares made available for
application by the Malaysian Public and Pink Form Allocations. We will pay our Underwriter
an underwriting commission of 3.0% of our IPO Price multiplied by the number of Shares
underwritten.
We have entered into the Underwriting Agreement with M&A Securities, to underwrite
42,833,100 Issue Shares (“Underwritten Shares”) as set out in Section 4.3.3.
[ ]
26
27
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Our Shares will be admitted to the Official List of the ACE Market and an official quotation
will commence after, among others, the receipt of confirmation from Bursa Depository that
all of our IPO Shares have been duly credited into the respective CDS Accounts of the
successful applicants and the notices of allotment have been issued and despatched to all
the successful applicants.
Pursuant to Section 14(1) of the SICDA, Bursa Securities has prescribed our Shares as
securities to be deposited into the CDS. Following this, we will deposit our Shares directly
with Bursa Depository and any dealings in our Shares will be carried out in accordance with
the SICDA and Depository Rules. We will not issue any share certificates to successful
applicants.
Upon our Listing, transactions in our Shares under the book-entry settlement system will be
reflected by the seller's CDS Account being debited with the number of Shares sold and the
buyer's CDS Account being credited with the number of Shares acquired.
Trading of shares of companies listed on Bursa Securities is normally done in “board lots” of
100 shares. Investors who desire to trade less than 100 shares will trade under the odd lot
board. Settlement of trades done on a "ready" basis on Bursa Securities generally takes
place on the second Market Day following the transaction date, and payment for the
securities is generally settled on the second Market Day following the transaction date.
27
28
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
The shareholdings of our Promoters and substantial shareholders in our Company before and after IPO are set out below:
(1) (2)
Before IPO After IPO
Direct Indirect Direct Indirect
No. of No. of No. of No. of
Name Nationality Shares % Shares % Shares % Shares %
Paul Heng Weng Seng Malaysian 217,378,000 70.0 - - 206,669,700 48.3 - -
Liew Sow Ying Malaysian 93,162,001 30.0 - - 82,453,701 19.3 - -
(3) (3)
Lim Teik Hoe Malaysian - - 93,162,001 30.0 - - 82,453,701 19.3
Notes:
(1)
Based on the share capital of 310,540,001 Shares before IPO.
(2)
Based on the enlarged share capital of 428,331,001 Shares after IPO.
(3)
Deemed interest by virtue of the shareholdings of his spouse pursuant to Section 59(11)(c) of the Act.
Our Promoters and substantial shareholders do not have different voting rights from other shareholders of our Group.
Paul Heng Weng Seng, a Malaysian male aged 61 is our Promoter and Non-Independent Non-Executive Director. He was appointed to our Board on
3 May 2021.
He graduated with a Bachelor of Science in Electrical Engineering from Trinity University, Texas, USA in 1984. He obtained a Master of Business
Administration in 1987 from Ohio University, Ohio, USA. He was conferred an Honorary Doctor of Business Management from the University of
Cambodia, Phnom Penh in 2006.
28
29
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
He began his career in 1988 with Centon Electronics, Inc as a Procurement Manager and was responsible for procuring materials for the Company.
He left in 1990 to join Advanced Micro Devices, Inc as a Product Marketing Manager where he was responsible for driving the growth of the
programmable logic solutions department. He left the company in 1991.
In 1991, he founded Unigen Corporation, a company involved in the design, testing, and manufacturing of memory storage, in the Silicon Valley.
He is currently its Chief Executive Officer, a role he has held since the company’s inception. He is responsible for overseeing the operations of the
company. Since its incorporation, the company has grown and has begun to provide electromechanical services.
In 2016, he co-founded iMedrix Incorporated in the USA and became the Chairman of its board, a position which he currently still holds. The
company is involved in digital healthcare and it is focused on using artificial intelligence, cloud technology, and machine learning for faster and
more accurate diagnoses of cardiac healthcare. His responsibilities in the company include overseeing the strategic vision of the company and
leading it towards the digital health era.
As at LPD, he also sits on the board of several private limited companies, as disclosed in Section 5.2.3.
Liew Sow Ying, a Malaysian female aged 59 is our Promoter and substantial shareholder. She is the spouse of Lim Teik Hoe, our Managing
Director.
She is a member of the Association of Chartered and Certified Accountants since 1988.
She began her career with Singam & Yong as an Audit Assistant in 1982, where she was responsible for financial audits and various secretarial
assignments. She left Singam & Yong in 1984 in order to pursue her studies.
After completing her course for the Association of Chartered and Certified Accountants, she joined Baharom-Jasani as an Audit Senior in 1987. She
was involved in conducting financial audits as well as secretarial and special assignments. She left the company in 1989.
She then joined Federal Telecommunications Sdn Bhd, a subsidiary of FCW Berhad, a company listed on the Main Board of Bursa Securities (now
known as the Main Market) as an Accountant in 1989. The responsibilities of her role included financial and accounting matters. She was promoted
in 1991 to Group Accountant under FCW Berhad where she was in charge of overseeing the Finance and Logistics department in various aspects
such as finance, accounting, store management, and project costing. She left her role in 1993.
29
30
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
She subsequently joined Levi Strauss (Malaysia) Sdn Bhd in 1994 as the Head of Finance and Administration. She reported to the General Manager
and the Regional Finance Director and was responsible for overseeing the finance and accounting as well as human resource and administration
functions in Malaysia. She was also a part of the senior management team and was actively participating in task forces to implement a variety of
marketing projects. She left the company in 1999.
She then joined Hong Hong Printing Sdn Bhd in 1999 as the Finance Manager where she was involved in preparing and reviewing financial
statements and preparing budgets.
She left her role in Hong Hong Printing Sdn Bhd in the same year in order to operate a chain of apparel outlets under the Levi’s and Dockers brands
in Kuala Lumpur and Pulau Pinang from 1999 to 2008. She managed a retail service team of 15 employees and gained hands-on experience in store
management and carrying out marketing programmes.
In 2002, she was appointed to the board of Coraza Systems when she invested in the company, and served as the head of the finance committee
where she was responsible for reviewing all financial and operational processes, systems and documentation flow, as well as business planning and
investment decisions. She had also represented the company in applying for grants from the Malaysian Technology Development Corporation Sdn
Bhd and successfully received a Technology Acquisition Fund for Women in 2006. She resigned from the board of Coraza Systems in 2015.
Lim Teik Hoe, a Malaysian male aged 62, is our Managing Director. He is the spouse of Liew Sow Ying, our Promoter and substantial shareholder.
He was appointed to our Board on 30 November 2020. He is a member of our Risk Management Committee. He is responsible for implementing the
Group’s business strategy and managing our overall operations and resources. He also oversees the sales and marketing department of the Group.
In 1982, he obtained a Diploma in Radiography from the Ministry of Health, Malaysia. He was also a former member of the College of
Radiographers, UK and Malaysian Society of Radiographers.
In 1982, he started his career in Penang General Hospital as a Radiographer responsible for producing x-rays, magnetic imaging resonance scans
and other medical images to assist clinical radiologists and other doctors in diagnosing, monitoring and treating a patient’s injury or illness. He left
Penang General Hospital in 1991.
In 1991, he joined D’nonce (M) Sdn Bhd as an executive director and was responsible for business development, sales and marketing. He was then
appointed as an executive director of D’nonce Technology Berhad in 2000. In 2014, he announced his retirement and relinquished his position from
the company.
30
31
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
He subsequently joined Coraza Systems in 2014 as the Chief Executive Officer where he was responsible for overseeing the overall operations of the
company and driving the company’s growth.
As at LPD, Mr Lim Teik Hoe sits on the board of several private limited companies as disclosed in Section 5.2.3.
The changes in our Promoters and substantial shareholders’ respective shareholdings since our incorporation are as follows:
(1)
As at incorporation After IPO
Direct Indirect Direct Indirect
Name No. of Shares % No. of Shares % No. of Shares % No. of Shares %
Paul Heng Weng Seng - - - - 206,669,700 48.3 - -
Liew Sow Ying - - - - 82,453,701 19.3 - -
Lim Teik Hoe 1 100.0 - - - - (2)82,453,701 19.3
Notes:
(1)
Based on the enlarged share capital of 428,331,001 Shares after IPO.
(2)
Deemed interest by virtue of the shareholdings of his spouse pursuant to Section 59(11)(c) of the Act.
Save for our Promoters as set out in Section 5.1.1, there is no other person who is able to, directly or indirectly, jointly or severally, exercise control over
our Company.
31
32
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
5.2 DIRECTORS
The shareholdings of our Directors in our Company before and after IPO assuming that our Directors will fully subscribe for their respective entitlements
under the Pink Form Allocations are set out below:
(1) (2)
Before IPO After IPO
Direct Indirect Direct Indirect
Designation/ No. of No. of No. of No. of
Name Nationality Shares % Shares % Shares % Shares %
Ng Fook San Executive Chairman/ - - - - 2,083,400 0.5 - -
Malaysian
Sazali Bin Mohd Nor Independent Non- - - - - 416,700 0.1 - -
Executive Deputy
Chairman /
Malaysian
Paul Heng Weng Seng Non-Independent 217,378,000 70.0 - - 206,669,700 48.3 - -
Non-Executive
Director/
Malaysian
(3) (3)
Lim Teik Hoe Managing Director/ - - 93,162,001 30.0 - - 82,453,701 19.3
Malaysian
Ng Hong Kiat @ Ng Independent Non- - - - - 1,500,000 0.4 - -
Han Kiat Executive Director/
Malaysian
Rusmin Alwani Binti Independent Non- - - - - 208,400 <0.1 - -
Shukery Executive Director/
Malaysian
Notes:
(1)
Based on the share capital of 310,540,001 Shares before IPO.
32
33
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
(2)
Based on the enlarged share capital of 428,331,001 Shares after IPO.
(3)
Deemed interest by virtue of the shareholdings of his spouse pursuant to Section 59(11)(c) of the Act.
33
34
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Save for the profiles of our Promoters Paul Heng Weng Seng and Lim Teik Hoe, which can be
found in Section 5.1.2, the profiles of our Directors are as follows:
Ng Fook San, a Malaysian male aged 70, is our Executive Chairman. He was appointed to
our Board on 3 May 2021. He is responsible for overseeing the activities of our Board and the
engineering activities of our Group.
In June 1976, he graduated with a Bachelor of Electrical Engineering (Honours) from the
University of Malaya. He is an industry veteran in the global semiconductor industry with
more than 40 years of combined working experience in the field of engineering,
manufacturing, sales, quality operations, and general management.
In 1976, he began his career in GEC (Radio and Television) Malaysia Sdn Bhd as an Engineer
in quality and instrumentation engineering. He left the company in 1979.
He then joined Litronix Malaysia Sdn Bhd (now known as OSRAM Opto Semiconductors
(Malaysia) Sdn Bhd) as a Quality Engineer in 1979. During his time with the company, he was
involved in various departments such as manufacturing, engineering, quality, and sales and
he held multiple positions including Production Manager and Engineering Manager. He left the
company in 1997 as a Quality Manager.
In 1997, he joined Infineon Technologies Asia Pacific Pte Ltd, Singapore as the Vice President
of Marketing. Infineon Technologies Asia Pacific Pte Ltd is the Singaporean branch of Infineon
Technologies AG, a renowned semiconductor company headquartered in Germany, and listed
on the Frankfurt Stock Exchange. As the Vice President of Marketing, he was responsible for
developing new markets and marketing for the Asia Pacific region. In 1998, he became the
Vice President of Sales and was involved in the expansion of the Infineon group in the Asian
region.
He left the company in 2002 and in the same year, he joined OSRAM Opto Semiconductors
(Malaysia) Sdn Bhd as the Vice President of Sales and Marketing. He was responsible for
setting up the sales and marketing functions for Asia. He left the company in 2005.
In 2005, he re-joined Infineon Technologies AG and was appointed as the President and
Managing Director of Infineon Technologies Asia Pacific Pte Ltd where he continued to
spearhead the company’s business expansion in the Asia Pacific region. In October 2005, he
became the Group Vice President and General Manager of the Communication business group
of Infineon Technologies AG where he was involved in overseeing the integrated
semiconductors for communications business segment. He remained with the company until
his retirement in 2007.
He was then appointed as the Chief Executive Officer and President of Achieva Limited, a
company listed on the Main Board of the Singapore Stock Exchange in 2007 where he was
involved in overseeing the operations of the company and liaising with the board of directors
on the direction of the company’s growth. He announced his retirement and left the company
in 2010.
In 2012, he was appointed as a director of Dialight Penang Sdn Bhd, a subsidiary of Dialight
PLC, a company listed on London Stock Exchange. He resigned as a director of the company
in 2016.
He was appointed to the board of Coraza Systems in 2012 and was key to driving the
company’s growth in sheet metal fabrication and precision machining.
34
35
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Further details on Ng Fook San’s appointment to the boards of other private limited and
public listed companies can be found in Section 5.2.3.
Sazali Bin Mohd Nor, a Malaysian male aged 64 is our Independent Non-Executive Deputy
Chairman. He was appointed to our Board on 3 May 2021. He is the Chairman of the Risk
Management Committee and a member of the Audit as well as Nominating and Remuneration
Committees.
He completed his Malaysia Education Certificate in 1974 from Methodist Boys’ School Sentul,
Kuala Lumpur.
Upon leaving school, he began assisting his step-father in setting up Kris Technics Sdn Bhd, a
company involved in assembly of electronic parts. He was subsequently also involved in
supplying various electronic parts to government agencies as a Bumiputera agent. He left the
company in 1983 in order to establish his own business.
He established Matapena Sdn Bhd, a ball point pen manufacturer, in 1983. As Managing
Director, he was responsible for overseeing the operations of the company, and also for
implementing its business strategies.
In 1988, he exited from Matapena Sdn Bhd and sold his interest in the company. In 2013, he
was subsequently appointed as the acting Chief Executive Officer of Pahang Technology
Resources Sdn Bhd where he was involved in providing consulting and advisory services. He
left the company in 2014.
He then joined Swift Port Sdn Bhd in 2014 as the Chief Executive Officer where he was also a
shareholder and director. He was mainly involved in project study and business development
for its port in Tanjung Agas, Pahang. He left the company in 2020.
In 2016, he was appointed the Chief Executive Officer of Silk Road Development Sdn Bhd. He
was mainly responsible for the business development and corporate strategy for port
development in Terengganu with the Terengganu government. He left the company in 2019.
In 2017, he co-founded Solutions Research Intertech Sdn Bhd and was appointed as its
Executive Chairman, a role he currently holds. He is involved in managing the overall
operations of the company, which provides information technology solutions.
Concurrent with his role in Solutions Research Intertech Sdn Bhd, he also undertook the
following additional roles:
(a) In 2018, he was appointed as a Strategic Business Advisor at Mutiara Smart Sdn Bhd.
As an advisor to the company, he is involved in its corporate strategy and was
responsible for conducting a joint venture to develop a Halal e-commerce certification
platform.
35
36
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(c) In 2021, he became the Executive Chairman of Rakyat Digital Sdn Bhd and is
primarily responsible for overseeing the management of the company, which provides
infrastructure for hosting, data processing services, as well as research and
development.
As at LPD, he sits on the boards of several private limited companies as well as public listed
companies as disclosed in Section 5.2.3.
Ng Hong Kiat @ Ng Han Kiat, a Malaysian male aged 70, is our Independent Non-
Executive Director. He was first appointed to the board of Coraza Systems on 1 February
2021. Subsequently, he was appointed to our Board on 3 May 2021, and thereafter he
resigned from the board of Coraza Systems on 2 June 2021. He is the Chairman of our Audit
Committee. He is also a member of the Nominating and Remuneration Committee, as well as
Risk Management Committee.
He completed his course for the Association of Chartered Certified Accountants, England in
August 1979. He has been a member of the Association of Chartered Accountants since 1980
and a member of the Malaysian Institute of Accountants since 1983.
He began his career with Midgley & Co in London in 1977 as an Audit Assistant and was
subsequently promoted to an Audit Manager in 1979. His responsibilities included preparation
of accounts and conducting audits on various companies. He left the firm in 1980 to return to
Malaysia.
He then joined Ernst & Whinney as an Audit Senior in 1980 where he was in charge of
undertaking audits as well as supervising a team of auditors.
He left the firm in 1981 and subsequently joined Song Pang Seng Construction Sdn Bhd in the
same year as an Accountant, where he was responsible for preparing accounts and financial
statements as well as budgets and business plans. He held this position until 1982.
In 1982, he joined Associated Tile Works Sdn Bhd, a subsidiary of Hong Leong Industries
Bhd, as an Accountant where he was involved in preparing financial statements and accounts,
business plans, and cashflow management. He was transferred to Hong Leong Equipment
Sdn Bhd as an Accountant in 1985 and was responsible for heading the Finance department.
He was promoted to Manager-Branch Operations in the same year. His responsibilities
included overseeing the operations and performance of 5 branches of the company. He was
then seconded to Hong Leong Yamaha Motors Sdn Bhd in 1986 as an Accountant to head the
Finance department, where he was responsible for preparing budgets and accounts, and
cashflow management. He left the company in 1987.
He subsequently joined Perumahan Farlim Sdn Bhd as a Finance and Marketing Manager in
1987. He headed the Finance and Marketing department and was involved in preparing
accounts and developing marketing strategies and marketing campaigns. In 1990, he was
promoted to Senior Manager in Finance and Marketing and was responsible for preparing
business plans, achieving annual sales, and overseeing a team of marketing staff. He was
subsequently promoted to Deputy General Manager in 1992 where he was involved in the
development and promotion of new product to improve profitability, business development,
and sourcing for new landbank. In 1995, he was promoted to General Manager and was
responsible for the business operations and developing policies.
He was subsequently promoted to Senior General Manager in 2000 and was involved in
overseeing the performance of the Farlim group of companies. During this time, he was also
appointed as the Chairman of the Management Committee. In 2018, he announced his
retirement and relinquished his position from the company.
36
37
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
As at LPD, he sits on the boards of several private limited companies as well as a public listed
company, Emico Holdings Bhd, as disclosed in Section 5.3.2.
Rusmin Alwani Binti Shukery, a Malaysian female aged 48, is our Independent Non-
Executive Director. She was appointed to our Board on 3 May 2021. She is the Chairwoman
of our Nominating and Remuneration Committee. She is also a member of our Audit
Committee and Risk Management Committee.
She graduated with a Bachelor of Laws from University of Malaya in 1997. She undertook her
pupillage with Ghazi & Lim and was called to the Malaysian Bar on 1998. She is experienced
in performing both general and civil litigation in multiple fields ranging from banking and
finance law to contract law and company law.
She began her career at Shahrizat & Tan in April 1998 as a Legal Assistant where she was
mainly involved in corporate and insolvency law, contract and commercial law, as well as
general and civil litigation specialising in banking and finance litigation. In 2003, Shahrizat &
Tan underwent a merger with Rashid & Lee and the resulting firm changed its name to
Shahrizat Rashid & Lee. She was promoted to a Senior Associate in 2003 and was involved in
heading the corporate banking and mortgage division of the firm. She left the firm in 2005.
In 2005, she became a Senior Partner at Rusmin Ida & Taryna. As a Senior Partner, she was
involved in amongst others general and civil litigation including claims relating to fraud and
asset recovery; company law; contract law including joint venture disputes and building
contract disputes; as well as providing corporate advice.
As at LPD, she does not sit on the board of any other private limited or public listed
companies.
37
38
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Save as disclosed below, none of our Directors has any other principal directorship and/or principal business activities performed outside our Group in the
past 5 years up to LPD:
Coraza Precision Dormant with no intended business Director 7 February 2020 3 May 2021 - -
Engineering Sdn Bhd activities
Dialight Penang Sdn Manufacturing, importers, exporters and Director 27 April 2012 2 February 2016 - -
Bhd dealers in LED lighting fixtures and LED
components
Coraza Holdings Investment holding and the provision of Director 19 June 2015 3 May 2021 - -
management services
Renaissance United Investment holding company, where its Director 19 January 2018 17 July 2020 - -
Limited group of subsidiaries are in engineering and
companies construction, investment securities
trading, manufacturing of E&E
components and provision of
consultancy services
38
39
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Rakyat Digital Sdn Research and development of Director 2 March 2021 - 50.0 -
Bhd information communication (Executive
technology; activities of providing Chairman)/
infrastructure for hosting, data Shareholder
processing services and related
activities; computer programming
activities
Renaissance United Investment holding company, where its Director 30 January 2019 - - -
Limited group of subsidiaries are in engineering and
companies construction, investment securities
trading, manufacturing of E&E
components and provision of
consultancy services
Syarikat Bandar Neon Electrical contractor. Dissolved on 13 Director/ 21 April 1986 - 50.0 -
(M) Sdn Bhd May 2016 Shareholder
Solutions Research Wholesaler, and information technology Director 18 August 2017 - 60.0 -
Intertech Sdn Bhd service activities (Executive
Chairman)/
Shareholder
East West Catalyst Port, harbours and piers operation Director/ 29 August 2016 - 50.0 -
Sdn Bhd services (Dormant) Shareholder
Seven Seas Global Special purpose vehicle for joint venture Director 25 February 2016 - - -
Sdn Bhd (Dormant)
39
40
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Beyond Today Sdn Investment holding for joint venture Director 22 December 2014 - - -
Bhd purpose (Dormant)
Biopharma Today Sdn Dealers in bio pharmaceutical products Director 22 December 2014 - - -
Bhd (Dormant)
PowerH2O Sdn Bhd Water energy and power producers Director 22 December 2014 - - -
(Dormant)
H2OEnergy Sdn Bhd Water energy and power producers Director 22 December 2014 - - -
(Dormant)
SKALA H2O Sdn Bhd Transmission, distribution and sales of Director 22 December 2014 - - -
electricity (Dormant)
Agro Today Sdn Bhd Oil palm estate (Dormant) Director 22 December 2014 - - -
40
41
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Silk Road Maritime General trading Director 1 November 2015 8 January 2019 - -
Park Sdn Bhd
Swiftrend Sdn Bhd Other information technology service Director 10 December 2018 1 November 2019 - -
activities
Digital Tijarah Sdn Other information technology service Director 13 December 2018 1 November 2019 - -
Bhd activities
Energy Today Sdn Business in emusion fuel and green Director 22 December 2014 8 June 2018 - -
Bhd diesel. Dissolved on 8 June 2018
Medical Today Sdn Establishing and operating international Director 22 December 2014 8 June 2018 - -
Bhd medical research centre. Dissolved on 8
June 2018
Jumpclass Malaysia Primary education (public); consultancy Director/ 19 August 2014 13 November 2020 33.33 -
Sdn Bhd services in public relation and Shareholder
communications; general wholesaler.
Dissolved on 13 November 2020
41
42
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Yield Technology (M) Real estate activities with own or leased Director/ 30 May 2019 - 50.0 -
Sdn Bhd property Shareholder
Viva Knowledge Sdn Property investment holding and Director/ 1 November 2010 - 25.0 -
Bhd property letting Shareholder
Binary Decode Sdn Property investment holding Director/ 16 September 1995 - 33.33 -
Bhd Shareholder
Kalungan Prestij Sdn Property investment holding Director/ 16 September 1995 - 50.0 50.0
Bhd(1) Shareholder
Ex-Pack Technology Wholesale trade including import and Director/ 14 March 2017 N/A 55.0 -
Pte Ltd export of electronic parts and Shareholder
accessories
42
43
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Past involvement
Coraza Precision Dormant with no intended business Director/ 7 February 2020 3 May 2021 - 30.0
Engineering Sdn activities Indirect
Bhd(1) shareholder
Coraza Technology Dormant. Dissolved on 5 August 2019 Indirect N/A N/A - 20.0
(M) Sdn Bhd(1) shareholder
Coraza Automations Dormant. Dissolved on 29 May 2019 Indirect N/A N/A - 20.0
Sdn Bhd(1) shareholder
Surface Technology Finishing services Director/ 5 February 2016 3 May 2021 - 30.0
Solutions Sdn Bhd(1) Indirect
shareholder
Winway Electronics Manufacturing and trading in all types of Director/ 14 November 2017 9 October 2020 50.0 -
(M) Sdn Bhd cables. Dissolved on 9 October 2020 Shareholder
Note:
(1)
Deemed interested by virtue of the shareholdings of his spouse pursuant to Section 59(11)(c) of the Act.
43
44
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
iMedrix Incorporated Medical technology company providing Director/ 10 June 2015 - 10.0 -
data analytics using artificial intelligence Shareholder
Coraza Holdings Investment holding and providing Director/ 23 August 2002 - 70.0 -
management services Shareholder
Coraza Precision Dormant with no intended business Indirect N/A N/A - 70.0(1)
Engineering Sdn Bhd activities shareholder
Unigen (HK) Limited Procurement of memory products Director/ 14 July 2005 - 100.0 -
Shareholder
Unigen Corporation Industrial-focused memory modules and Director/ 23 September 1991 - 100.0 -
group of companies storage solutions manufacturer Shareholder
Past involvement
Designex 3D Sdn Trading in 3D printers. Dissolved on 21 Director/ 1 July 2014 21 August 2020 50.0 -
Bhd August 2020 Shareholder
Coraza Technology Dormant. Dissolved on 5 August 2019 Director/ 29 December 2006 5 August 2019 50.0 -
(M) Sdn Bhd Shareholder
44
45
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Note:
(1)
Deemed interested by virtue of his shareholdings in Coraza Holdings pursuant to Section 8 of the Act.
FASMAG Engineering Engaged in servicing, repairing and Director/ 1 December 2015 - 40.0 -
Sdn Bhd installing of lifts, elevators, escalators in Shareholder
building and other construction projects
45
46
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Past involvement
Baka Suci Sdn Bhd Construction of buildings Director 3 January 2012 12 January 2017 - -
Angkatan Wawasan Property investment holding Director 3 January 2012 12 January 2017 - -
Sdn Bhd
JM Aquatic Sdn Bhd Marine aquaculture. Dissolved on 7 Director/ 28 December 2005 7 February 2020 25.0 -
February 2020 Shareholder
Ria Bahagia Sdn Bhd Retail sales. Dissolved on 12 January Director 22 September 1999 12 January 2017 - -
2017
Farlim Jaya Sdn Bhd Property development Director 22 September 1999 12 January 2017 - -
Farlim Management Provision of management and Director 22 September 1999 12 January 2017 - -
Sdn Bhd consultancy services
46
47
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Saga Realty & Property development Director 6 August 1999 12 January 2017 - -
Development Sdn
Bhd
Noble Bliss Sdn Bhd Property management Director 1 July 1999 1 July 2017 - -
Macro Synergy Sdn Property management Director 1 July 1999 1 July 2017 - -
Bhd
Macro Concept Sdn Property management Director 1 July 1999 1 July 2017 - -
Bhd
Gema Nusa Sdn Bhd Property management Director 1 July 1999 1 July 2017 - -
LJ Harta Sdn Bhd Property development Director 30 June 1996 7 September 2016 - -
Bandar Baru Ayer Property management, letting of Director 1 June 1989 1 July 2017 - -
Itam Management properties and investment holding
Sdn Bhd
Rusmin Ida & Taryna Advocate and solicitor firm Senior Partner 1 September 2005 - 50.0 50.0
47
48
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
As at LPD, the directorships of our Directors in other companies are in compliance with the Listing Requirements.
Save as disclosed in Section 11, the involvement of our Directors in those business activities outside our Group does not give rise to any conflict of interest
situation with our business. The involvement of our Executive Directors in those business activities does not require significant amount of time, and hence
does not affect their ability to perform their executive roles and responsibilities to our Group.
The remuneration of our Directors including fees, salaries, bonuses, other emoluments and benefits-in-kind, must be reviewed and recommended by our
Nominating and Remuneration Committee and subsequently, be approved by our Board. The Director’s fees and any benefits payable to Directors shall be
subject to annual approval by our shareholders pursuant to an ordinary resolution passed at a general meeting in accordance with our Constitution. Please
refer to Section 15.3 for further details.
The aggregate remuneration and material benefits-in-kind paid and proposed to be paid to our Directors for services rendered in all capacities to our Group
for FYE 2020 and 2021 are as follows:
Other
Directors’ fees Salaries Bonuses emolument Benefits-in-kind Total
FYE 2020 RM’000
Ng Fook San 50 - - 200 - 250
Lim Teik Hoe 30 300 662 43 - 1,035
Paul Heng Weng Seng 30 - - - - 30
48
49
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Notes:
(1)
Pro-rated based on their respective appointment dates.
(2)
The bonuses for FYE 2021 are not included. Such bonuses, if any, will be determined at a later date based on our Group’s performance, and will be
subject to recommendation of our Remuneration Committee and approval by our Board.
49
50
Registration
Registration No
No :: 202001039065 (1395386-M)
202001039065 (1395386-M)
Board of Directors
Executive Chairman
Ng Fook San
Managing Director
Lim Teik Hoe
50
51
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
The shareholdings of our key management in our Company before and after IPO, save for Ng Fook San and Lim Teik Hoe, which are disclosed in Section
5.2.1, assuming that they will fully subscribe for their respective entitlements under the Pink Form Allocations are set out below:
(1)
Before IPO After IPO
Direct Indirect Direct Indirect
Designation/ No. of No. of No. of No. of
Name Nationality Shares % Shares % Shares % Shares %
Note:
(1)
Based on the enlarged share capital of 428,331,001 Shares after IPO.
51
52
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Save for the profiles of Ng Fook San and Lim Teik Hoe, which are set out in Section 5.2.2, the
profiles of the other key management of our Group are as follows:
Kor Han Chin, a Malaysian male aged 48, is our Head of Operations as well as Head of
Production. He is responsible for overseeing the manufacturing, quality, production planning,
supply chain, and engineering activities of our Group. He is also involved in managing the
maintenance of the production factory and engaging with customers for new projects
acquisition.
He obtained a Diploma in Engineering from INTI University College (now known as INTI
International University and Colleges) in 1993. He graduated with a Bachelor of Arts in
Business Management from Ottawa University, Kansas, USA in 1997. He subsequently
graduated with a Master of Business Administration from the University of Portsmouth, UK in
2000.
He began his career in 1998 with AE Technology Sdn Bhd as a Programme Manager where he
was involved in sourcing, costing, project management and customer service. During his time
with the company, he was also involved in setting up a turret and laser sheet metal forming
facility in the northern region of Malaysia as well as setting up a regional and field service
office in Pulau Pinang to provide sheet metal fabrication services to global customers. He left
the company in 2007.
In the same year, he joined Ulbrich Asia Metals Malaysia Sdn as an Operations Manager. He
was involved in various activities such as supply chain management, customer service, and
overseeing production and warehousing. He was also involved in setting up a facility for
fabricating stainless steel products for the medical and life sciences industry. He held this
position until 2010.
He subsequently joined Interplex Electronics Malaysia Sdn Bhd in 2011 as a Supply Chain/
Operation Director where he was in charge of setting up a facility in Pulau Pinang and
transferring projects from the facility in Singapore to the new facility in Pulau Pinang. He was
also involved in liaising with various customers on the transfers and leading them through the
transition. He left the company in 2014.
He then joined Alpha Precision Turning & Engineering Sdn Bhd in the same year as a General
Manager, where he was involved in various departments such as production, supply chain,
logistics and warehousing, and engineering. He was also involved in reorganising the
company and introducing CAD technology to improve operational efficiency.
He left the company in 2021 to join our Group where he assumed his current position.
Tan Hooi Siam, a Malaysian female aged 51, is our Head of Finance. She is responsible for
our financial management and reporting.
She graduated from Deakin University, Australia in 1995 with a Bachelor of Commerce. She
has been a member of CPA Australia since 2002.
She began her career in 1995 at Mayban Factoring Berhad as a Business Development
Executive. She was involved in conducting promotional activities to recruit clients, conducting
credit investigation and credit analysis on potential clients, and preparing credit investigation
reports for the management and board committees. She left the company in 1999.
52
53
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
She then joined JB Lau & Associates in 2000 as an Audit Assistant where she was involved in
conducting audits, preparing consolidated audited reports, as well as tax compliance works.
She was promoted to Audit Supervisor in 2004 and was involved in planning, supervising and
monitoring, as well as reviewing audit work.
She left JB Lau & Associates in 2005 and subsequently joined Copthorne Orchid Hotel Penang
as an Accountant. She was responsible for managing cash flow, preparing monthly and
quarterly management accounts, as well as related banking and taxation matters. She left her
position in 2006.
In 2006, she joined D’nonce (M) Sdn Bhd as an Assistant Finance Manager where she was
involved in reviewing the monthly financial performance of the company, reviewing and
approving trade and non-trade supplier invoices, and reviewing documents for payment and
expenditures. In 2008, she was promoted to Finance Manager and was responsible for
reviewing and analysing monthly financial statements, preparing annual budgets, and liaising
with government departments. She was promoted to Senior Finance Manager in 2014 and
was responsible for overseeing the registration of the goods and services tax for the D’nonce
group of companies in addition to preparing budgets and reviewing and analysing financial
statements. She left her position in 2017.
She subsequently joined Coraza Systems in 2017 where she assumed her current role as
Head of Finance.
Bathumavathy A/P Suppiah, a Malaysian female aged 49, is our Head of Planning. She is
involved in monitoring, reviewing, and improving the efficiency our business operations.
She graduated from Universiti Sains Malaysia, Pulau Pinang in 1996 with a Bachelor of Arts.
She obtained the APICS Certificate in Basics of Supply Chain Management from the
Association for Operations Management in 2012. She obtained a Master of Business
Administration from City University (formerly known as City University College of Science and
Technology), Selangor in December 2020.
In 1996, she started her career with Kong Guan Sauce & Food Mfg. Co Sdn Bhd as a Human
Resource and Admin Executive. She was responsible for carrying out human resources
administrative matters as well as manpower planning. She was promoted to Marketing
Assistant in 1999 and was involved in managing orders and shipments to distributors in East
Malaysia, Brunei, and Singapore. She left her position in 2001.
She then joined Paradigm Metal Industries Sdn Bhd in 2002 as a Senior Planning Executive.
She was involved in planning and scheduling production and liaising with the engineering
team to ensure sufficient materials required for production are available.
She left the company in 2010 and subsequently joined Coraza Systems as a Planner, where
she was responsible for overseeing and supervising planning for the production processes.
This included monitoring levels of necessary materials, planning orders and shipments for
production, as well as liaising with other internal departments and third-party vendors. She
was promoted to Assistant Manager in the Planning department in 2013, where she was
responsible for the master production schedule and material requirement planning, ensuring
that operations were utilised effectively and with minimal delays. She was also involved in
managing warehousing and logistics operations, including liaising with the relevant authorities
regarding legal requirements.
She was then promoted to Manager I in the same department in 2016 and was responsible
for improving production planning and forecasting as well as driving a plant-wide initiative to
ensure on-time delivery of products to meet customer demands. She was promoted in 2019
to Manager II in the Planning department and was subsequently transferred to the
Continuous Improvement department. During this time, she was involved in improving our
production processes to improve production efficiency. In 2020, she was promoted to her
current position.
53
54
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Tan Guit See, a Malaysian female aged 49, is our Head of Engineering. She is responsible
for overseeing our engineering functions as well as developing engineering strategies to
support our operational requirements.
She completed her secondary education at Sekolah Menengah Kebangsaan Tun Syed Sheh
Barakbah in Pulau Pinang and obtained her Sijil Pelajaran Malaysia in 1990.
Upon leaving school, she joined Genting Malaysia Berhad as a Casino Croupier in 1991, where
she was involved in dealing cards for various card games such as baccarat and blackjack. She
left the company in 1992.
She then joined a company involved in electronics in Singapore in 1992 as a Quality Control
Personnel where she conducted quality control checks on products on the surface-mount
technology production line, such as printed circuit boards, to ensure they meet the necessary
specifications. She left her position in 1995.
She joined ACE Enclosures Sdn Bhd in 1995 as a Quality Control Supervisor. She was involved
in conducting quality control checks to ensure that products meet the customers’
specifications as well as to respond to quality issues faced by customers. She was promoted
to Document Control Executive in 1996 where she was involved in organising documentation
required for ISO certification such as quality manuals and standard operating procedures. She
was also involved in conducting internal quality audits. In 1999, she was promoted to Sales
and Marketing Executive where she was responsible for preparing monthly sales reports,
liaising with customers on their orders, liaising with others to develop the production forecast.
She was then promoted to Product Development and Design Engineer in 2001. She was
involved in designing and developing new products such as carrying out 3D modelling
drawings, drawings for CNC punching, building samples, and testing product quality. In 2005,
she was promoted to a Back End Assistant Manager where she was in charge of painting,
finishing, and assembly production. She was also involved in monitoring stock levels to
ensure the production schedule runs smoothly. She was then promoted to a Material Manager
in 2008. Her responsibilities included overseeing the receiving and warehousing of goods,
material planning as well as supply chain and logistics. She left the company in 2010.
She subsequently joined Coraza Systems in 2010 as an Engineer II. She was involved in
preparation of first article (FA) documentation as well as building the FA to meet customers’
demands. She was then promoted to Senior Engineer in 2014 and was responsible for
training and leading new engineers and working with new product introduction (NPI)
engineers to ensure the FA built meets the customers’ specifications.
She was then promoted to Assistant Manager in 2015 where she was involved in monitoring
FA build performance, monitoring subcontracted finishing processes, and managing customer
accounts. In 2016, she was promoted to Manager I and was in charge of overseeing overall
functions of NPI engineering and introduction of new products in collaboration with
customers. She was promoted to her current role, ranked as Manager II in 2017.
Yeesperan A/L Jagesperan, a Malaysian male aged 43, is our Head of Quality Assurance.
He is responsible for overseeing the operations of the quality assurance department such as
incoming quality assurance, in-process quality assurance, and outgoing quality assurance. He
is also involved in establishing objectives for customer satisfaction.
54
55
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
He began his career in 1999 with Allied Stamping Corporation Sdn Bhd as a Quality Engineer
and was involved in handling customer quality issues, working with other teams to monitor
product defects, and defining quality control procedures for in-house technicians and
operators. He left the company in 2002.
He then joined Motorola Technology Sdn Bhd in 2002 as a Quality Engineer. He was
responsible for improving yield performance and providing customer support for issues they
faced. He was also involved in performing inspection for faulty units gathered by customers
and determining the root cause of failure. He held his position until 2008.
In the same year, he joined Philips Lighting Malaysia Sdn Bhd (now known as Lumileds
Malaysia Sdn Bhd) as a Senior Quality Engineer. He was in charge of implementing an in-
house quality/ reliability monitoring programme to ensure that no defective products are
shipped to customers, the corrective action system is implemented, and to rectify customer
complaints in a timely manner. He was also involved in providing training to quality control
technicians whenever products were revised.
He left the company in 2011 to join Integrated Device Technology (Malaysia) Sdn Bhd as a
Staff Engineer of Manufacturing & Supplier Quality. His responsibilities included auditing
subcontractors’ work to ensure that the company and the customer requirements are met,
auditing suppliers to ensure materials purchased meet the company standards, as well as
assisting the quality management representative with the quality management system. He
left the company in 2017.
He subsequently joined Western Digital Malaysia Sdn Bhd in the same year as a Principal
Quality Engineer where he was responsible for developing and strategising the quality
objective and quality policy set by the management to meet ISO 9001 standards. He was also
involved in conducting reviews and assessments of programme performance against
customer and internal requirements to address potential issues before they occur. He left the
company in 2019.
In the same year, he joined Honeywell International Sdn Bhd as a Manager of Manufacturing
and Supplier Quality. He was responsible for supporting customers in the ASEAN region such
as providing on-site support when necessary and managing suppliers across the ASEAN
region. He was also involved in planning and coordinating quality assurance programmes and
formulating quality control policies to improve efficiency and profitability.
He left the company in 2020 to join Coraza Systems and assumed his current position.
55
56
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Save as disclosed in Section 5.2.3 and below, none of our key management has any other principal directorship and/or principal business activities
performed outside our Group as at LPD:
BMARK Agro & Wholesale of fertilizers and agrochemical Director/ 8 September 2016 - 80.0 -
Industrial Chemicals products, other building and industrial Shareholder
Sdn Bhd(1) cleaning activities, landscape care and
maintenance service activities
Note:
(1)
Despite his directorship and 80.0% shareholdings in the company, its operations are run by the other shareholder and he is not actively involved.
The involvement of our key management in those business activities outside our Group does not give rise to any conflict of interest situation with our
business. Their involvement in those business activities does not require significant amount of time, and hence does not affect their ability to perform their
executive roles and responsibilities to our Group.
56
57
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
The remuneration of our key management including salaries, bonuses, other emoluments and
benefits-in-kind, must be reviewed and recommended by our Remuneration Committee and
subsequently, be approved by our Board.
The aggregate remuneration and material benefits-in-kind (in bands of RM50,000) paid and
proposed to be paid to our key management (save for our Directors which are disclosed in
Section 5.2.4) for services rendered in all capacities to our Group for FYE 2020 and 2021 are
as follows:
(1)
Remuneration band
(2)
FYE 2020 (Paid) FYE 2021 (Proposed)
RM’000
Kor Han Chin -(3) 200 - 250
Tan Hooi Siam 250 - 300 150 - 200
Bathumavathy A/P Suppiah 100 - 150 100 - 150
Tan Guit See 100 - 150 100 - 150
(4)
Yeesperan A/L Jagesperan 0 - 50 100 - 150
Notes:
(1)
The remuneration for key management includes salaries, bonuses, allowances and
other emoluments.
(2)
The bonuses for FYE 2021 are not included. Such bonuses, if any, will be determined
at a later date based on our Group’s performance, and will be subject to
recommendation of our Remuneration Committee and approval by our Board.
(3)
Joined Coraza Systems on 3 May 2021.
(4)
Joined Coraza Systems on 7 December 2020.
5.4.1 Board
Our Board has adopted the following responsibilities for effective discharge of its functions:
(a) To provide leadership and oversee the overall conduct of our Group’s businesses,
including the formulation of strategy and performance objectives, control and
accountability systems, corporate governance framework, risk management practices
and human capital management;
(b) To review, challenge and approve strategic plans for our Group and to ensure that
such strategic plans supports long-term value creation and includes strategies on
economic, environmental, safety & health, social and governance considerations
underpinning sustainability;
(c) Promote together with key management, good corporate governance culture within
our Group which reinforces ethical, prudent and professional behaviour;
57
58
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
(d) Identify principal risks and ensuring the implementation of appropriate internal
controls and mitigation measures;
(e) To ensure that key management has the necessary skills and experience, and there
are measures in place to provide for the orderly succession of board and key
management;
(g) To ensure the adequacy and the integrity of the management information and
internal control systems of our Group.
In accordance with our Constitution, at the first annual general meeting of the Company, all
the Directors shall retire from the office and be eligible for re-election and an election of
Directors shall take place each year at the annual general meeting of our Company, where
one-third of our Directors for the time being, or, if their number is not 3 or a multiple of 3,
then the number nearest to one-third shall retire from office. This is provided always that all
Directors shall retire from office once at least in each 3 years but shall be eligible for re-
election. A retiring Director shall retain office until the close of the meeting at which he
retires.
As at LPD, the details of the date of expiration of the current term of office for each of our
Directors and the period that each of our Directors has served in office are as follows:
58
59
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
The main function of our Audit Committee is to assist our Board in fulfilling its responsibility
on the oversight of the integrity of our Group’s accounting and financial reporting matters.
The Audit Committee’s duties and responsibilities as stated in its terms of reference include,
amongst others, the following:
(b) To review and approve our quarterly and annual financial statements for
recommendation to our Board, focusing in particular on any changes in or
implementation of major accounting policies and practices, significant and unusual
events, significant adjustments arising from the audit, going concern assumption and
compliance with accounting standards and other regulatory or legal requirements;
(c) To review any related party transactions entered into by our Group and any conflict
of interest situations that may arise within our Group; and
(d) To consider the major findings of internal investigations and management’s response.
The recommendations of our Audit Committee are subject to the approval of our Board.
Our Nominating and Remuneration Committee will review the composition, performance and
effectiveness of our Audit Committee annually.
The members of our Nominating and Remuneration Committee as at LPD are as follows:
59
60
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Our Nominating and Remuneration Committee undertakes, among others, the following
functions:
(i) Nominating
(a) To assist our Board in ensuring that our Board is of an effective composition,
size and commitment to adequately discharge its responsibilities and duties;
(b) To ensure appropriate selection criteria and processes and to identify and
recommend to our Board, candidates for directorships of our Company and
members of the relevant Board committees;
(c) To evaluate the effectiveness of our Board and the relevant Board
committees;
(d) To establish the mechanisms for the formal assessment on the effectiveness
of the Board as a whole and the effectiveness of each Director;
(e) To ensure that all Directors receive appropriate continuous training in order
to broaden their perspectives and to keep abreast with developments in the
market place and with changes in new statutory and regulatory
requirements;
(f) To assist our Board to assess and evaluate circumstances where a Director’s
involvement outside our Group may give rise to a potential conflict of interest
with our Group’s businesses, upon receiving declaration of the same from our
Director and thereafter, to inform our Audit Committee of the same. After
deliberation with our Audit Committee, to recommend to our Board the
necessary actions to be taken in circumstances where there is a conflict of
interest; and
(g) To ensure an appropriate framework and succession planning for our Board,
including our Managing Director and Executive Directors.
(ii) Remuneration
(a) To formulate or review the policy and procedures for remuneration of the
Chairman, Board members and key management, to be aligned with their
responsibilities and contributions including scope of service agreements,
terms of employment or contract of employment/service, benefits, pension or
incentive scheme entitlement, bonuses, fees and expenses and any
compensation payable on termination of employment/service contract by the
Company and/or our Group and to review for changes to the policy, as
necessary, and recommend the same to our Board for approval;
(c) To ensure that the remuneration framework for key management and other
employees are in place and structured to ensure that reward is measurably
linked to individual’s performance, skills, experience and level of
responsibilities; and
60
61
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
The recommendations of our Nominating and Remuneration Committee are subject to the
approval of our Board.
Our Risk Management Committee is primarily responsible for assisting the Board in
overseeing the risks management framework and policies within our Group and reviews the
efficacy of internal controls within our Group.
The duties and responsibilities as stated in the terms of reference of our Risk Management
Committee include the following:
(a) To oversee and recommend the risk management policies and procedures of our
Group;
(b) To review and recommend changes as needed to ensure that our Group has in place
at all times a risk management policy which addresses the strategic, operational,
financial and compliance risks;
(c) To implement and maintain a sound risk management framework which identifies,
assesses, manages and monitors our Group’s business risks;
(d) To review all major investment and project business cases, including the risks
associated with costs, funding, financial and operational performance and
recommend to the board on the appropriate decisions to be made;
(f) To review and discuss with management and the internal auditor the key guidelines
and policies governing our Group’s significant processes for risk assessment and risk
management, the validity of the identified risks, and ensuring that appropriate
actions are taken to mitigate the risks.
The recommendations of our Risk Management Committee are subject to the approval of our
Board.
Liew Sow Ying and Lim Teik Hoe who are both our Promoters and substantial shareholders
are spouses.
61
62
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Save as disclosed above, there are no family relationships or association between or amongst
our Promoters, substantial shareholders, Directors and key management as at LPD.
As at LPD, there are no existing or proposed service agreements entered into between our
Company with any Directors; or between any companies within our Group with any key
management.
As at LPD, none of our Promoters, Directors or key management is or has been involved in
any of the following events (whether within or outside Malaysia):
(a) In the last 10 years, a petition under any bankruptcy or insolvency law filed (and not
struck out) against him or any partnership in which he was a partner or any
corporation of which he was a Director or a member of key management;
(b) Disqualified from acting as a Director of any corporation, or from taking part directly
or indirectly in the management of any corporation;
(c) In the last 10 years, charged and/or convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding;
(d) In the last 10 years, any judgment that was entered against him, or finding of fault,
misrepresentation, dishonesty, incompetence or malpractice on his part, involving a
breach of any law or regulatory requirement that relates to the capital market;
(e) In the last 10 years, was the subject of any civil proceeding, involving an allegation of
fraud, misrepresentation, dishonesty, incompetence or malpractice on his part that
relates to the capital market;
(f) Being the subject of any order, judgment or ruling of any court, government, or
regulatory authority or body temporarily enjoining him from engaging in any type of
business practice or activity;
(g) Being the subject of any current investigation or disciplinary proceeding, or in the last
10 years has been reprimanded or issued any warning by any regulatory authority,
securities or derivatives exchange, professional body or government agency; or
62
63
Registration
RegistrationNo
No ::202001039065
202001039065(1395386-M)
(1395386-M)
Our Company was incorporated in Malaysia under the Act on 30 November 2020 as a
private limited company under the name of Coraza Integrated Technology Sdn Bhd. On [●],
we converted into a public limited company and adopted our present name.
Our Company is principally an investment holding company. There has been no material
change in the manner in which we conduct our business or activities since our incorporation
and up to LPD. Through our subsidiary, we are principally involved in the fabrication of
sheet metal and precision machined components, as well as the provision of related
services, such as D&D and value-added sub-module assembly services. Please refer to
Section 7.1 for detailed information of our Group’s history.
As at LPD, our share capital is RM29.3 million comprising 310,540,001 Shares, all of which
have been issued and fully paid-up. The movements in our share capital since the date of
our incorporation are set out below:
As at LPD, we do not have any outstanding warrants, options, convertible securities and
uncalled capital. In addition, there were no discounts, special terms or instalment payment
terms applicable to the payment of the consideration for the allotment.
Upon completion of our IPO, our enlarged share capital will increase to RM[●] million
comprising 428,331,001 Shares.
In preparation for our Listing, we have undertaken the Acquisition. On 8 June 2021, we
entered into a conditional share purchase agreement with Coraza Holdings to acquire the
entire equity interest in Coraza Systems comprising 2,500,000 ordinary shares for a
purchase consideration of RM29.3 million which was satisfied by the issuance of
310,540,000 new Shares to Coraza Holdings at an issue price of RM0.0942 each.
The purchase consideration for the Acquisition of RM29.3 million was arrived based on a
“willing-buyer willing-seller” basis after taking into consideration the audited NA of Coraza
Systems as at 31 December 2020 of RM29.3 million.
The Acquisition was completed on [●]. Thereafter, Coraza Systems became our wholly-
owned subsidiary.
Based on the terms of the conditional share purchase agreement for the Acquisition, Coraza
Holdings had irrevocably agreed that the total consideration payable by us shall be satisfied
by the issuance of 310,540,000 new Shares at an issue price of RM0.0942 per Share to
Paul Heng Weng Seng and Liew Sow Ying in the following proportion:
63
64
Registration No
Registration No :: 202001039065
202001039065 (1395386-M)
(1395386-M)
Allocation of Shares
No. of
Shares issued % allocation
Paul Heng Weng Seng 217,378,000 70.00
Liew Sow Ying 93,162,000 30.00
310,540,000 100.0
Coraza Holdings is owned by Paul Heng Weng Seng (70.0%) and Liew Sow Ying (30.0%)
via their direct shareholdings in the company. Both Paul Heng Weng Seng and Liew Sow
Ying are also Directors of Coraza Holdings.
The new Shares issued under the Acquisition rank equally in all respects with our existing
Shares including voting rights and will be entitled to all rights and dividends and/or other
distributions, the entitlement date of which is subsequent to the date of issuance of the
new Shares.
64
65
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
70.0% 30.0%
Coraza Holdings
100.0%
Coraza Systems
After IPO
Coraza
100.0%
Coraza Systems
Note:
(1)
Assuming that all our eligible Directors, employees and persons who have contributed to the success of our Group will subscribe for the Pink Form
Allocations.
6665
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Details of the share capital of our subsidiary are set out in Section 15.2.
6766
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Save as disclosed below, there were no contracts which are or may be material (not being
contracts entered into in the ordinary course of business) entered into by our Group for FYE
2018 to 2020 and up to LPD:
(a) Sale and purchase agreement dated 23 July 2018 between Coraza Systems and Macro
Dimension Concrete Sdn Bhd to purchase a piece of vacant industrial land held under
GM 1510, Lot 2773, Mukim 07, Jalan Bukit Panchor, Daerah Seberang Perai Selatan,
Negeri Pulau Pinang for a cash consideration of RM2,251,810, the transfer of which
was completed on 27 December 2018;
(b) Sale and purchase agreement dated 23 July 2018 between Coraza Systems and Macro
Dimension Concrete Sdn Bhd to purchase a piece of vacant industrial land held under
Geran 59350, Lot 2776, Mukim 07, Daerah Seberang Perai Selatan, Negeri Pulau
Pinang for a cash consideration of RM1,353,669, the transfer of which was completed
on 26 December 2018;
(c) Sale and purchase agreement dated 30 December 2020 between Coraza Systems and
Coraza Holdings for the disposal of a piece of industrial land held under GM1536, Lot
4093, Mukim 07, Jalan Bukit Panchor, Daerah Seberang Perai Selatan, Negeri Pulau
Pinang bearing assessment address at 14, Lorong Industri 5, Kawasan Industri Bukit
Panchor, 14300 Nibong Tebal, Seberang Perai Selatan, Pulau Pinang together with 1½-
storey detached factory erected thereon for a cash consideration of RM2,800,000,
which was completed on 30 December 2020;
(d) Purchase order dated 5 February 2021 from Coraza Systems to Alam Setia Bina Sdn
Bhd for expansion of our existing factory at a contract value of RM840,000. The
construction is expected to complete in the third quarter of 2021;
(e) Purchase order dated 25 February 2021 from Coraza Systems to Alam Setia Bina Sdn
Bhd for the construction of firewall at our existing factory at a contract value of
RM152,483.67. The construction was completed in June 2021;
(f) Share purchase agreement dated 8 June 2021 between our Company and Coraza
Holdings for the Acquisition, which was completed on [•]; and
(g) Underwriting agreement dated [•] between our Company and M&A Securities for the
underwriting of 42,833,100 Issue Shares for an underwriting commission of 3.0% of
the IPO Price multiplied by the number of Issue Shares underwritten.
During the last financial year and the current financial year up to LPD, there were:
(a) No public take-over offers by third parties in respect of our Shares; and
(b) No public take-over offers by our Company in respect of other companies’ shares.
67
68
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
As at LPD, there are no other major approvals, major licences and permits issued to our Group in order for us to carry out our operations other than
those disclosed below:
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(a) Coraza MITI 11 October Manufacturing licence (a) Location: Lot 2777, Lorong Industri 5, 14300 Complied
Systems 2006/ for the fabrication of Nibong Tebal, Pulau Pinang is subject to the
Nil sheet metal parts and approval from relevant state authority and
components for Department of Environment.
machinery/equipment (b) MITI is to be notified of the sale of shares of this Noted and
such as instrument company. complied
chassis, internal (c) This company should train Malaysians so that Noted and
bracketry, front technology transfer and expertise could be complied
panel, instrument channeled at all levels of position.
housing, cover, card (d) This company must implement its project as Noted and
cages, etc. at Lot approved and in accordance with the laws and complied
2777, Lorong Industri regulations of Malaysia.
5, Kawasan
Perindustrian Bukit
Panchor, 14300
Nibong Tebal, Pulau
Pinang
(b) Coraza MITI 22 September Manufacturing licence (a) Location: Lot 2777, Lorong Industri 5, 14300 Complied
Systems 2006/ for the manufacturing Nibong Tebal, Pulau Pinang is subject to the
Nil of parts for approval from relevant state authority and
orthopaedic Department of Environment.
instruments and (b) MITI is to be notified of the sale of shares of this Noted and
equipment at Lot company. complied
2777, Lorong Industri
5, Kawasan
6968
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
Perindustrian Bukit (c) This company should train Malaysians so that Noted and
Panchor, 14300 technology transfer and expertise could be complied
Nibong Tebal, Pulau channeled at all levels of position.
Pinang (d) This company must implement its project as Noted and
approved and in accordance with the laws and complied
regulations of Malaysia.
(c) Coraza MITI 1 March 2021/ Manufacturing licence (a) Ensure that the industrial siting is in compliance Noted
Systems - for the manufacturing with the Structure Plan or Local Plan and the
of fabricated metal “Environmental Essentials for Siting of Industries in
products at 24, Malaysia, EESIM (2017)” issued by Department of
Lorong Industri 9, Environment.
Kawasan (b) Submit an Environmental Impact Assessment Noted
Perindustrian Bukit Report if the activity is subject to the
Panchor, 14300 Environmental Quality (Prescribed Activities)
Nibong Tebal, Pulau (Environmental Impact Assessment) Order 2015 to
Pinang and 136, Jalan the Department of Environment for assessment
Suasa 7, Kawasan and approval before any earthworks or
Industrial Taman construction are commenced at the proposed
Suasa, 09000 Kulim, project site.
Kedah (c) Submit notification of installation of environmental Noted
pollution control equipment which is subject to the
Environmental Quality Act 1974 and its regulations
to the Department of Environment for approval
before the installation.
7069
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(d) For construction of manufacturing facilities Noted
involving services:
7170
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(iii) Declaration letter for item mentioned under
paragraph 4 of the letter in the form of
Appendix B.
(g) In the event that MIDA does not receive the Noted
aforesaid documents in paragraph (e) as well as
response relating to the project siting within the
stipulated period, you will be deemed as not
interested to carry out the project and this
approval will be revoked.
(h) The Company is advised to consult with the Complied
department/ company providing utilities in respect
of the actual need of electricity, water and
telecommunications soonest possible.
(i) To comply with all rules and regulations under Noted
Industrial Co-ordination Act 1975 and other acts
under the relevant ministry or agency.
7271
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(j) The company is also required to submit the pre- Noted
requisite compliance status of the manufacturing
licence after the company has appointed or
cooperated with Architectural Consultancy Practice
to the Machinery and Metals Division within 24
months from the date of this approval letter. The
report of pre-requisite condition compliance status
of the manufacturing licence is as in Appendix C.
(k) If your company intends to make additional Noted
production capacity or diversification of product,
you are required to obtain approval from the
licensing officer (Secretary General, MITI) by
submitting an application using the relevant form
that can be obtained from the website of MITI
(www.mida.gov.my) or nearest MIDA office.
(l) Location: 24, Lorong Industri 9, Kawasan Complied
Perindustrian Bukit Panchor, 14300 Nibong Tebal,
Pulau Pinang (is subject to approval from relevant
state authority).
(m) Location: 136, Jalan Suasa 7, Kawasan Industrial Complied
Taman Suasa, 09000 Kulim, Kedah (is subject to
approval from relevant state authority).
(n) MITI and MIDA is to be notified of the sale of Noted and
shares of this company. complied
(o) This company should train Malaysians so that Complied
technology transfer and expertise could be
channelled at all levels of positions.
(p) Company shall fulfil at least RM140,000.00 of the Noted and will
Capital Investment Per Employee (CIPE). comply by
2023
7372
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(q) The total full time employment of the company Complied as at
must consist of at least 80% Malaysians by 31 LPD
December 2022. The employment of foreigners
including workers obtained through outsourcing is
subject to current policies.
(r) The Company shall submit information on Noted
investment performance and project
implementation under the Industrial Co-ordination
Act 1975 or Malaysian Industrial Development
Authority (Incorporation) Act 1965 when requested
by MIDA, failing which:
7473
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(d) Coraza Royal Malaysian 27 November Warehouse licence for (a) Application for licence may be submitted in Noted
Systems Customs 2019/ Lot 2777, Lorong writing/online.
Department 30 November Industri 5, Kawasan (b) Address for company/ premise includes principal Noted
2021 Perindustrian Bukit place of business and all branches.
Panchor, 14300 (c) Activity means manufacturing, bottling and Complied
Nibong Tebal, Pulau movement of intoxicating liquor, tapping of toddy,
Pinang warehousing, selling dutiable/approved goods or
providing taxable services.
(d) Issuance of this licence is subject to conditions Noted
imposed by the Director General of Customs under
Customs Act 1967, Sales Tax Act 1972, Service Act
1975 and Excise Act 1976.
(e) Renewal of the licence shall be made to the Complied
Customs Office in writing/online at least one month
before the expiry date of the existing licence and
subject to any condition imposed by the Director
General of Customs. Particulars of the renewal of
the licence will be automatically updated in the
Department’s database.
(f) No goods other than goods specified in the licence Complied
may be stored in any licensed warehouse, duty
free shop or inland clearance shop.
(g) The issuance of this licence does not relieve the Noted
licensee from his duty to comply with the
requirements of any other written law related to
his business.
7574
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Date of
Issuing issue/ Date Nature of approval/ Compliance
No. Licencee authority of expiry Licences Equity and/or major conditions imposed status
(d) Coraza Royal Malaysian 27 November Manufacturing (a) Application for licence may be submitted in Noted
Systems Customs 2019/ warehouse licence for writing/online.
Department 30 November Lot 2777, Lorong (b) Address for company/ premise includes principal Noted
2021 Industri 5, Kawasan place of business and all branches.
Perindustrian Bukit (c) Activity means manufacturing, bottling and Complied
Panchor, 14300 movement of intoxicating liquor, tapping of toddy,
Nibong Tebal, Pulau warehousing, selling dutiable/approved goods or
Pinang providing taxable services.
(d) Issuance of this licence is subject to conditions Noted
imposed by the Director General of Customs under
Customs Act 1967, Sales Tax Act 1972, Service Act
1975 and Excise Act 1976.
(e) Renewal of the licence shall be made to the Complied
Customs Office in writing/online at least one month
before the expiry date of the existing licence and
subject to any condition imposed by the Director
General of Customs. Particulars of the renewal of
the licence will be automatically updated in the
Department’s database. Complied
(f) No goods other than goods specified in the licence
may be stored in any licensed warehouse, duty
free shop or inland clearance shop. Noted
(g) The issuance of this licence does not relieve the
licensee from his duty to comply with the
requirements of any other written law related to
his business.
6.8 TRADEMARKS
7675
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
The summary of the material properties owned by our Group as at LPD are set out below:
(b) GM 1510, Lot 2773, Mukim 07 Vacant land/ 5,230 square 23 July 2018/ Charged to 2,328
Jalan Bukit Panchor For the construction of Coraza metres/ Not applicable Malaysian
Daerah Seberang Perai Selatan Systems’ factory/ Not applicable Industrial
Negeri Pulau Pinang Freehold/ Development
Industrial Finance Berhad
(c) Geran 59350, Lot 2776, Mukim 07 Vacant land/ 3,144 square 23 July 2018/ Charged to 1,398
Daerah Seberang Perai Selatan For the construction of Coraza metres/ Not applicable Malaysian
Negeri Pulau Pinang Systems’ factory/ Not applicable Industrial
Freehold/ Development
Industrial Finance Berhad
7776
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
The properties owned by our Group are not in breach of any other land use conditions and/or non-compliance with current requirements, land rules or
building regulations/by-laws, which will have material adverse impact on our operations as at LPD. As at LPD, a firewall has been constructed at our
existing factory and will be inspected by the Fire and Rescue Department of Malaysia prior to its issuance of a new fire certificate for our existing factory.
The inspection has been delayed due to the full MCO imposed by the Government effective 1 June 2021.
7877
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
The summary of the material properties rented by our Group as at LPD are set out below:
(b) 24, Lorong Industri 9, Kawasan Cheah Khee Tiang/ 1½-storey terrace factory/ 296 square 1 year from 1 September 2020 to
Industri Bukit Panchor, 14300 Coraza Systems Production purpose - metres 31 August 2021 (with option to
Nibong Tebal, Pulau Pinang Polishing renew for 1 year subject to
renegotiation of rent of not more
than 10% increase of the existing
monthly rent)/
RM24,312
(c) 68, Lorong Bukit Panchor 5, Taman Teoh Ah Leek, Ng Guek Eng Double storey terrace 102 square 2 years from 1 January 2021 to 31
Bukit Panchor, 14300 Nibong Tebal, and Teoh Jia Ni/ house/ metres December 2022/
Pulau Pinang Coraza Systems Workers’ accommodation RM6,600
(d) 18, Lorong Bukit Panchor 6, Taman Loh Kok Aun/ Double storey terrace 111 square 1 year from 10 November 2020 to
Bukit Panchor, 14300 Nibong Tebal, Coraza Systems house/ metres 9 November 2021/
Pulau Pinang Workers’ accommodation RM7,200
7978
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
(f) 24, Lorong Bukit Panchor 7, Taman Loh Soon Beng/ Double storey terrace 102 square 1 year from 1 November 2020 to
Bukit Panchor, 14300 Nibong Tebal, Coraza Systems house/ metres 31 October 2021/
Pulau Pinang Workers’ accommodation RM6,000
(g) 72, Lorong Bukit Panchor 4, Taman H’ng Shew Tiang/ Double storey terrace 97 square 1 year from 1 November 2020 to
Bukit Panchor, 14300 Nibong Tebal, Coraza Systems house/ metres 31 October 2021/
Pulau Pinang Workers’ accommodation RM4,200
(h) 56, Jalan Industri 2, Taman Seri Ang Eng Eow & Ang Ming Double storey terrace 112 square 2 years from 1 May 2020 to 30
Bayu, 14300 Nibong Tebal, Pulau Quan/ house/ metres April 2022 (with option to renew
Pinang Coraza Systems Workers’ accommodation for 1 year subject to renegotiation
of rent)/
RM8,400
(i) 39, Lorong Cenderawasih 2, Taman Ang Suan Kee/ Double storey terrace 130 square 2 years from 1 January 2020 to 31
Cenderawasih, 14300 Nibong Tebal Coraza Systems house/ metres December 2021/
Pulau Pinang Workers’ accommodation RM3,600
(j) 29, Lorong Industri 2, Taman Bukit Jaganathan A/L Retnam/ Double storey terrace 116 square 3 years from 15 October 2020 to
Panchor, 14300 Nibong Tebal, Pulau Coraza Systems house/ metres 14 September 2023/
Pinang Workers’ accommodation RM8,640
(k) 116, Lorong Bukit Panchor 1, Taman Lim Seong Jou/ Double storey shop house/ 127 square 2 years from 1 October 2020 to 30
Bukit Panchor, 14300 Nibong Tebal, Coraza Systems Workers’ accommodation metres September 2022/
Pulau Pinang RM26,400
8079
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Under the Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990 (as amended by the Workers’ Minimum Standards of
Housing and Amenities (Amendment) Act 2019), all employers who provide accommodation to their employees must obtain a CFA from the Director
General of Labour to accommodate the employees in the premises. As at LPD, the application for the CFA for our workers’ accommodations has been
submitted, and the accommodations have been inspected by Department of Labour Peninsular Malaysia. All shortcomings highlighted during the
inspections have been rectified and notified to Department of Labour Peninsular Malaysia. As such, the CFA for our workers’ accommodations are pending
issuance.
The properties rented by our Group are not in breach of any other land use conditions and/or non-compliance with current statutory requirements, land
rules or building regulations/by-laws, which will have material adverse impact on our operations as at LPD.
8180
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Save as disclosed below, we have not acquired nor entered into any agreements to acquire any properties during FYE 2018 to 2020 and up to LPD:
Description of property/
Existing use/ Date of Audited
Expiry of lease (if any)/ Certificate of NBV as at 31
Date of Category of land use (if Land area/ Completion and December Purchase
No. purchase Title details any) Built-up area Compliance 2020 value
RM’000 RM’000
(1)
(a) 23 July 2018 GM 1510, Lot 2773, Mukim Vacant land/ 5,230 square Not applicable 2,328 2,252
07, Jalan Bukit Panchor, For the construction of Coraza metres/
Daerah Seberang Perai Systems’ factory/ Not applicable
Selatan, Pulau Pinang Freehold/
Industrial
(1)
(b) 23 July 2018 Geran 59250, Lot 2776, Vacant land/ 3,144 square Not applicable 1,398 1,354
Mukim 07, Daerah Seberang For the construction of Coraza metres/
Perai Selatan, Pulau Pinang Systems’ factory/ Not applicable
Freehold/
Industrial
Note:
(1)
Including transaction costs such as legal fees and stamp duty.
8281
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Audited NBV as
No. of units fully at 31 December
No. Material machinery Year of purchase No. of units depreciated 2020
RM’000
(a) Bending 2001 - 2017 9 7 17
CNC
(b) - Laser and turret punching 2010 - 2020 3 1 5,565
(c) - Milling 2008 - 2020 8 4 1,805
(d) - Turret punching 2001 - 2006 2 2 -
Welding
(e) - Welding 2006 - 2020 31 5 135
(f) - Manual laser 2014 - 2019 3 1 212
(g) - Spot welding 2003 - 2019 6 4 43
Robotic welding
(h) - Robotic laser welding 2017 1 - 2,032
Machining
(i) - Conventional milling 2006 - 2020 3 1 32
(j) - Tapping 2003 - 2017 3 1 1
Others
(k) - Laser cut 2003 - 2017 1 1 -
We conduct periodic inspections and maintenance of our machinery and undertake certain repair works when necessary. Our maintenance procedures
include oiling, corrosion prevention and cleaning. The machinery that we own are commonly used in the engineering industry and are generally available
from the overseas market.
8382
RegistrationNo
Registration No: :202001039065
202001039065(1395386-M)
(1395386-M)
Save for the expenditures disclosed below, there were no other capital expenditures
(including interests in other corporations) made by us for FYE 2018 to 2020 and up
to LPD:
At cost
1 January
2021 up to
FYE 2018 FYE 2019 FYE 2020 LPD
Capital expenditures RM’000 RM’000 RM’000 RM’000
Freehold land 3,712 14 - -
Freehold buildings 220 - 24 -
Machinery and
equipment 970 1,546 4,475 430
Furniture, fittings and
office equipment 802 422 591 278
Tooling 109 - 11 -
Renovation 48 - 122 -
Motor vehicles 41 - 395 -
Capital work-in-progress - 90 302 543
5,902 2,072 5,920 1,251
Save for the divestitures disclosed below, there were no other capital divestitures
(including interests in other corporations) made by us for FYE 2018 to 2020 and up
to LPD:
At cost
1 January
2021 up to
FYE 2018 FYE 2019 FYE 2020 LPD
Capital divestitures RM’000 RM’000 RM’000 RM’000
Freehold land - - 310 -
Freehold buildings - - 828 -
Machinery and
equipment 379 891 1,990 120
Furniture, fittings and 81 - 86 -
office equipment
Motor vehicles - - 91 -
460 891 3,305 120
The disposal of freehold land and building in FYE 2020 refers to the industrial land
held under GM1536, Lot 4093, Mukim 07, Jalan Bukit Panchor, Daerah Seberang
Perai Selatan, Pulau Pinang with a 1½-storey detached factory, which was disposed
to Coraza Holdings for a cash consideration of RM2.8 million. We had disposed the
subject property as it is not used for our Group’s business. We recorded a net gain
of RM1.7 million from the disposal.
83
84
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Other than the disposal of the above freehold land and building, all the other capital
divestitures were carried out in the ordinary course of business as part of the periodic
review of our fixed asset register to identify and eliminate those assets which have
been fully depreciated or no longer in use or obsolete or surpassed their useful lives.
Moving forward, other than the proposed utilisation of proceeds from our Public Issue for
our capital expenditure as disclosed in Section 4.9.1, we do not have any material capital
expenditures and divestitures currently in progress, within or outside Malaysia.
Save for the proposed utilisation of proceeds from our IPO to finance the capital
expenditure as set out in Section 4.9.1, our Group does not have any other immediate
plans to construct, expand and improve our facilities as at LPD.
The following is an overview of the major laws, regulations, rules and requirements
governing the conduct of our Group’s business and environmental issue which may
materially affect our business operations:
Pursuant to Section 3(1) of the ICA, no person shall engage in any manufacturing
activity unless he is issued a licence in respect of such manufacturing activity. Failure
to comply is an offence and such person shall be liable on conviction to a fine not
exceeding RM2,000 or to a term of imprisonment not exceeding 6 months and to a
further fine not exceeding RM1,000 for every day during which such default
continues.
“Manufacturing activity” is defined under the ICA as the “making, altering, blending,
ornamenting, finishing or otherwise treating or adapting any articles or substance
with a view to its use, sale, transport, delivery or disposal and includes the assembly
of parts and ship repairing but shall not include any activity normally associated with
retail or wholesale trade”.
As at LPD, our subsidiary, Coraza Systems, which carries out manufacturing activity,
holds valid manufacturing licences issued by the MITI.
The EMSH 1990 prescribes the minimum standards of housing, nurseries and
accommodation for employees (and their dependants, if applicable) as well as health,
hospital, medical and social amenities to be provided by the employers to their
employees.
84
85
RegistrationNo
Registration No: :202001039065
202001039065(1395386-M)
(1395386-M)
The EMSH 1990 was amended by the Workers’ Minimum Standards of Housing and
Amenities (Amendment) Act 2019 (“Amended Act”) where effective from 1 June
2020, employers must abide by enhanced minimum standards on accommodation for
employees which includes obtaining a CFA from the Department of Labour Peninsular
Malaysia. Notwithstanding, a three months’ grace period up to 31 August 2020 was
granted to allow employers to making necessary arrangements to ensure compliance
with the EMSH 1990.
Details of the major approvals, licences and permits issued to our Group in order for us to
carry out our operations are set out in Section 6.7. Save as disclosed therein, as at LPD,
there are no other material laws, regulations, rules or requirements governing the conduct
of our business and/or major environmental issue which may materially affect our
operations.
6.11 EMPLOYEES
As at LPD, we have a total workforce of 488 full time local employees and 79 foreign
employees. All our foreign employees have valid working permits.
The breakdown of our employees as at 31 December 2020 and LPD are as follows:
No. of employees
As at 31
Category of employees December 2020 As at LPD
Management/ Managerial 13 16
Sales and marketing 2 2
Technical/ Engineers 58 59
Executives 79 83
Clerical/ Administrative 25 24
Technicians/ Welders 69 76
Operators/ Quality assurance inspectors/ 298 305
Storehands
Cleaners 2 2
546 567
No. of employees
As at 31
Nationality December 2020 As at LPD
Malaysian 466 488
Foreign 80 79
546 567
85
86
Registration No
Registration No :: 202001039065
202001039065 (1395386-M)
(1395386-M)
There were no significant changes in the number of employees of our Group for FYE 2020
and up to LPD.
None of our employees belong to any labour union and as at LPD, there is no material
dispute between our management and our employees. Over FYE 2018 to 2020, there has
not been any incident of work stoppage or labour disputes that has materially affected our
operations.
86
87
Registration No:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
7. BUSINESS OVERVIEW
The history of our Group began with the establishment of Coraza Systems on 18 September
2001 with our manufacturing operations located at Seberang Perai, Pulau Pinang with a built-
up area of approximately 46,000 square feet. The company was initially involved in sheet
metal fabrication to produce metal piece parts for a single MNC involved in the
instrumentation industry. In August 2002, Coraza Systems was sold to Coraza Holdings
(previously known as Senzoon Enterprise Sdn Bhd). The owners of Coraza Holdings at that
time were Liew Sow Ying (50%) and Loh Choon Khiang (50% stake). Subsequently, in 2003,
Liew Sow Ying, Loh Choon Khiang, Paul Heng Weng Seng and Loh Choon Piew subscribed for
new shares in Coraza Holdings, resulting in the following shareholdings - Paul Heng Weng
Seng (50%), Liew Sow Ying (20%), Loh Choon Khiang (15%) and Loh Choon Piew (15%). In
2014, Paul Heng Weng Seng and Liew Sow Ying, bought over the 30% stake collectively held
by Loh Choon Khiang and Loh Choon Piew. As a result, the shareholdings of Coraza Holdings
became - Paul Heng Weng Seng (70%) and Liew Sow Ying (30%).
Our growth
Coraza Holdings acquired Coraza Systems as they saw an opportunity for growth in the
engineering supporting industry in Malaysia during a time when various MNCs were setting up
operations in Pulau Pinang. Coraza Systems experienced internal growth under the new
ownership team and began to produce additional metal piece parts with an expanded
customer base.
In 2003, we focused on attaining a better internal QMS and were eventually awarded the ISO
9001:2000 by DQS GmbH under the scope of “Fabrication and Assembly of Precision Sheet
Metal Products”. This represented our first step towards ensuring the quality of our service
offerings were aligned to international standards. It also enabled us to offer our services to
more customers and helped expanded our customer base to different industry sectors as
many of them require their suppliers to be ISO certified.
In 2004, Coraza Systems purchased a piece of industrial land in Nibong Tebal, Pulau Pinang,
and commenced construction of our current factory cum office with a built-up area of
approximately 8,660.4 square metres. The decision to purchase the land and build a new,
bigger factory was driven by the increased demand from more clients as well as to plan for
future expansion of the business. Construction was completed in 2005, and we moved from
the rented Seberang Perai factory to our current factory in 2006. In the same year, with a
bigger production area, we invested in additional machinery and increased our production
capacity.
87
88
Registration No:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
In 2010, we updated our QMS certification to ISO 9001:2008 under the scope of “Fabrication
and Assembly of Precision Sheet Metal Products” from DQS GmbH. In the same year, we
began to offer our existing customers parts that meet the aerospace industry standards,
which comply with the AS9100C certification from DQS GmbH under the scope of “Fabrication
and Assembly of Precision Sheet Metal Products for the Aerospace Industry”. This certification
was officially issued to us in 2012, and allows us to better engage aerospace OEMs.
New leadership
In 2012, Ng Fook San was recruited into the board of Coraza Systems to transform the
company. He brought with him over 40 years of experience in various semiconductor
companies such as the Infineon group of companies and OSRAM Opto Semiconductors
(Malaysia) Sdn Bhd.
In 2013, under the guidance of Ng Fook San as Chairman of the board, Coraza Systems put in
place enhanced corporate management practices in a systematic corporate framework for the
long-term success of the company.
In 2014, we also appointed Lim Teik Hoe as the Chief Executive Officer of Coraza Systems.
Prior to joining Coraza Systems, he was a co-founder and executive director of D’nonce
Technology Bhd, which is involved in the E&E sector. He oversaw the business development,
sales and marketing of the company.
Under the leadership of Lim Teik Hoe, our Group put in place a 5-year plan to expand our
engineering competency and resources, invest in technology, engage new sectors, and double
our revenue. We also put in place modern operational management practices to improve
productivity, quality and delivery.
Since his joining, we have doubled our engineering resources which strengthened our
engineering competency encompassing mechanical, aerospace, material, and manufacturing
engineering. As a continuous development strategy, we regularly engage with local education
institutes such as colleges or universities for engineering development.
In 2016, we were selected as one of the 10 companies in the Entry Point Project 8 (EPP8):
Developing SMEs In The Global Aerospace Manufacturing Industry Programme, an initiative
by SME Corporation Malaysia under the auspices of MITI towards the development of
Malaysian aerospace SME manufacturing supply chain ecosystem.
To further strengthen our position in providing services for the aerospace industry, we have
been working with a European-based aerospace engineering company since 2018. This has
enabled our Group to enhance our engineering capability and quality required for the
aerospace industry. With the help of the European-based aerospace engineering company, we
adopted AQP into our quality control system. For Industry 4.0 readiness, we have invested in
a new ERP system which is scheduled to be launched in early 2022.
Throughout 2017 and 2018, we were also awarded government grants from MIDA, which
reimbursed us for capital expenditure on modernisation of specified machinery and
equipment.
In 2018, we updated our QMS certification to ISO9001:2015 and AS9100D from DQS GmbH
under the scope of “Fabrication and Assembly of Precision Sheet Metal and Machined Products
for Aerospace Industry” from DQS GmbH. During the same year, we also purchased 2
adjoining pieces of land (Lot 2773 & 2776) located in Nibong Tebal, Pulau Pinang, measuring
5,230 square metres and 3,144 square metres respectively. The land is earmarked for our
future expansion plan involving the construction of a new factory. We expect to increase our
production capacity as well as service offerings when the new factory is completed. As at LPD,
plans are finalised for the first phase development of the land and are targeted for submission
in July 2021.
88
89
Registration No:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
The key milestones and achievements of our Group since the commencement of our business
are as follows:
Set up our factory cum office with a built-up area of 46,000 sq ft in Seberang
Perai, Pulau Pinang.
2002 Coraza Systems was bought over by Coraza Holdings (previously known as
Senzoon Enterprise Sdn Bhd).
2003 Attained ISO 9001:2000 certification from DQS GmbH under the scope
“Fabrication and Assembly of Precision Sheet Metal Products”.
2004 Purchased a piece of industrial land in Nibong Tebal, Pulau Pinang and
commenced construction on our current factory cum office with a built-up
area of approximately 8,660.4 square metre.
2005 - Completed construction of our factory and moved our operations from
2006 Seberang Perai, Pulau Pinang, to the new factory in Nibong Tebal, Pulau
Pinang.
2006 Invested in technology and purchased a CNC machine that improved the
quality of our products.
2007 Attained ISO 14001:2004 certification from TÜV NORD Cert GmbH under the
scope of “Fabrication and Assembly of Precision Sheet Metal Products” and
2010 Updated our QMS certification to ISO 9001:2008 under the scope of
“Fabrication and Assembly of Precision Sheet Metal Products” from DQS
GmbH
89
90
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
2014 Appointed Lim Teik Hoe as Chief Executive Officer of Coraza Systems
2016 Selected as one of the 10 companies in the Entry Point Project 8 (EPP8):
Developing SMEs In The Global Aerospace Manufacturing Industry
Programme
2018 Purchased Lot 2773 & 2776 for future expansion of our Group’s
manufacturing activities
Updated our QMS certification to AS9100D from DQS GmbH under the scope
of “Fabrication and Assembly of Precision Sheet Metal and Machining
Products for Aerospace Industry”
2019 Updated our occupational health and safety management system to ISO
45001:2018 from TÜV NORD Cert GmbH under the scope of “Fabrication and
Assembly of Precision Sheet Metal and Machined Products”
90
91
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
In addition to metal fabrication and assembly services, we also conduct joint product
development with our customers. We will collaborate with them on the D&D of their
products to produce a prototype of the product. Once the prototype has been confirmed
then the planning for production begins. We implement an AQP process during our
production process that facilitates communication and collaboration between our Group and
our customers to achieve production efficiency by reducing cost and improving production
cycle time.
91
92
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
92
93
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Sheet metal fabrication refers to the processing of sheet metal and metal blocks into
intermediate metal products such as metal piece parts through various types of processes
such as cutting, bending, and welding. The metal piece parts that we produce undergo more
than one of these processes to reach the desired shape. We use various CNC machinery for
these processes in order to achieve the precision required by our customers. Once the sheet
metal has undergone the various fabrication processes, metal piece parts if required, may
undergo finishing treatment such as sand-blasting or glass-blasting, surface conversion,
anodizing, plating, electropolish, ultrasonic cleaning, painting, laser marking and
silkscreening. Our Group does not carry out finishing treatments and outsources them to our
subcontractors. Where a fabrication requires specialised processes such as metal casting or
high tonnage stamping, such processes are outsourced to subcontractors. Once completed,
if required, the metal piece parts are then ready for sub-module assembly.
(a) Cutting
Cutting involves the use of cutting tools or machinery to remove excess metal from
the metal sheet to create a metal piece part according to the specifications of its
design. Our Group uses 2 main processes to cut sheet metal, namely fibre laser
cutting and a combination of laser technology (fibre or carbon dioxide) and mono-
head punching.
Fibre laser cutting is a fast and efficient thermal cutting process that involves
the use of a laser beam to cut the desired shapes into the sheet metal or to
cut the sheet metal to the required shapes. When the laser beam is focused
onto the sheet metal, the light energy is absorbed and converted to heat
energy which causes the metal to heat up and melt. The molten metal is
removed from the sheet, leaving behind cuts in the sheet metal. We are able
to cut unique materials such as mirror surface, perforated with consistent
edge, and wire mesh cloth.
93
94
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
This process combines both fibre laser cutting and mono-head punching in
one machine, enabling the sheet metal to be processed via laser cutting and
mono-head punching methods in a single sequence. A mono-head punch
press is a type of punch press that uses a single tool on the punching head.
Different tools can be exchanged into the punching head to form different
shapes into the sheet metal. Mono-head punching allows for production of
more complex shapes including in 3-dimensional forms. This set up enables
us to conduct a high mix, low volume production without purchasing multiple
expensive hard tools.
(b) Bending
Bending process
(c) Welding
Welding is a process that joins together 2 or more separate pieces of metal. The
process involves melting the separate metal pieces and at times adding a filler to
form a joint. We are capable of performing various types of welding, namely metal
inert gas (“MIG”) welding, tungsten inert gas (“TIG”) welding, spot welding, brazing,
stud welding, flux core arc welding, laser welding and robotic fibre laser welding.
94
95
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
We provide different types of welding in order to cater to our customers’ needs. Our
customers may have a specific type of weld to use for specific products, which is
specified in the drawings provided by the customers. Our welding capabilities meet
the America Welding Society’s codebook of welding standards. Additionally, we have
machinery for peening to allow for stress relief of the sheet metal, a water cooling
jig to reduce heat distortion, and a tungsten grinder to achieve an accurate tungsten
angle tip to reduce welding penetration.
MIG welding is a form of gas metal arc welding, which uses heat from an
electric arc formed between a consumable metal electrode (filler) and sheet
metal pieces. An inert gas is used as a shielding gas that protects the joint
from contamination. MIG welding has a continuous feed of the consumable
metal electrode resulting in a faster welding process and suitable for welding
larger or thicker materials.
95
96
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Robotic fibre laser welding uses automation for clean and precise welding of 2
or more metal sheets. The accuracy and low heat generated using robotic
laser welding allows for welding of thinner or more delicate metal sheets as it
does not cause distortion or spatter. This form of welding provides a neater
and cleaner weld and finish due to the focused heat which customers may
prefer for certain products.
(v) Brazing
Brazing is a joining process whereby the parts of the same or different types
of materials are joined. It is different from welding as the brazing process
joins the different materials together by melting and flowing a filler metal into
the joint. It also differs from welding as the brazing process does not melt the
different material pieces.
Flux core arc welding uses heat generated by an electric arc to fuse the sheet
metal pieces in the weld joint area. The arc is formed between the sheet
metal piece and the continuously-fed consumable filler wire. The sheet metal
piece and the wire are melted together to form a weld joint. There are 2
types of flux core arc welding; one that uses an external shielding gas and
one that relies on the flux core to protect the welding area. We primarily use
flux core arc welding with an external shielding gas as it allows us to weld
thicker materials and produces welds with better and more consistent
mechanical properties.
Stud welding is a process where a metal fastener is welded to the sheet metal
piece using an electric arc. Stud welding enables cleaner joining without
deformation. Stud welding is compatible with most type of metals and are
used for both round and rectangular cross-sections. There are 2 types of stud
welding, namely drawn arc stud welding and capacitor discharge stud
welding.
96
97
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Our Group produces intermediate metal parts for our customers in various industries
including the semiconductor, instrumentation, life science and medical devices,
telecommunications, aerospace, and E&E. Examples of our intermediate metal parts can be
seen below:
97
98
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
(d) Telecommunications
Telecommunications frame
Telecommunications structure
Telecommunications enclosure
(e) Aerospace
Aerospace frame
Aerospace enclosure
98
99
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
(f) E&E
E&E frame
E&E enclosure
7.3.2 Machining
(a) Milling
During the milling process, a metal block is held stationary while a rotating cutting
tool is held against the metal block to remove excess material and shape the metal
block according to the design and specifications. Different cutting tools can be used
depending on the type of cuts that are required. This process is suitable for cutting
flat surfaces into the metal blocks or cutting deep cavities into the metal blocks. We
are able to mill metal blocks of sizes up to 2 metres wide by 4 metres long.
99
100
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
(b) Turning
(c) Turn-milling
(d) Tapping
Tapping process
Tapping is a machining process that
cuts a thread inside a hole so that a
screw or bolt can be threaded into the
hole.
100
101
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Our Group also provides sub-modular assembly services such as mechanical assembly and
electro-mechanical assembly for our customers. After the sheet metal fabrication and
precision machining process, we sub-assemble the intermediate metal products such as
metal piece parts and precision-machined components into sub-modular assembled products
such as frames, structures, and enclosures. These sub-modular assembled products are
then delivered to our customers to undergo further processing or full assembly into finished
products.
101
102
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
102
103
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
103
104
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
A customer will approach us and enquire about our services. We provide them with
information on our capabilities and a quotation for our services.
During this step, our engineering team are involved in the D&D process with our customers.
We conduct design for manufacturability based on the customer’s designs and specifications
which is then reviewed by our customers. Upon approval, we will begin to develop a
prototype of the product based on the product design and technical information. We will test
the prototype accordingly to ensure it meets the specifications and design from the
customer. The final prototype will then be approved by the customer. Further details of our
D&D process with our customers for new products can be found in Section 7.15.
Upon approval of the prototype from the customer, they will issue a sales order to us, and
we will notify our customers on the delivery schedule
AQP is a structured process aimed at ensuring customer satisfaction with new products and/
or processes. The process uses tools and techniques such as failure mode effect analysis,
measurement system analysis, statistical process control, and production part approval
process to ensure that the new products or processes being introduced are up to standard.
AQP facilitates communication and collaboration between our Group and our customers
which translates to clear understanding of product and/ or process requirements.
AQP begins with new product and/or process introduction, whereby the product/process
design, technical information, and customer feedback from the joint product development
stage are taken into account to produce the new product for the customer. We explore
various manufacturing processes to find the most efficient manner of production and
determine the testing criteria to check on the quality and specifications of the product. We
will then commence production planning and raw materials procurement.
Our engineering team will work together with our planning team and quality team to
develop a production schedule, taking into account factors such as raw material
availability and production capacity in preparation for mass production.
After the production planning stage, our purchasing team source the raw materials
required such as aluminium, stainless steel, and cold-rolled steel or along with LLM
such fasteners, hinges, wires and other various electrical parts from our approved
suppliers. When the raw materials arrive at our factory, they are checked by our
incoming quality team to ensure the quantity and quality. The raw materials are
then verified and sent for storage.
We will implement AQP during our manufacturing process as well. We will reduce process
variation, identify any issues that arise during the manufacturing process, and continuously
collect customer feedback in order to improve our process. This enables us to improve the
quality of our products, manufacture them on a consistent basis, and meet the needs of our
customers.
104
105
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
The sheet metal fabrication and machining process refers to the various processes such as
cutting, bending, welding, and precision machining that are used to produce the
intermediate metal products according to the design and specifications of our customers.
The various processes involved can be seen in Section 7.2.
In order to ensure that our products meet the design specifications and quality standards,
we carry out in-process quality control after every sheet metal fabrication and machining
process.
Once all the relevant processes have been carried out on the specific component, we carry
out additional quality control. During this stage, we check the component’s visual,
dimensional and functional compliance against the product design drawings.
We follow an in-process control plan to carry our process control during each manufacturing
process. In order to ensure that the products conform to customer requirements, all critical
dimensions of the products are highlighted and verified.
We also carry out different modes of inspection for each manufacturing process, making
sure that the most appropriate method is used during each step. For example, we may
conduct machine inspection instead of manual visual inspection to eliminate possible human
error.
Components that pass the inspection are then taken to storage to await delivery or sent to
our sub-modular assembly area where they will undergo further processing.
We also provide sub-modular assembly services for our customers. Certain intermediate
metal products are sent to the sub-modular assembly area to undergo sub-modular
assembly according to the design and specifications of the customers.
The intermediate metal products or sub-modular assembled products will undergo a final
outgoing quality assurance inspection to ensure that they conform to specified
requirements.
The finished goods are packed and stored. Our customer service team will issue a picking
list to the store for the specific finished goods to be kitted, packed, and labelled according to
our customers’ requirements. The logistics personnel will then arrange for delivery of the
finished goods. For domestic customers, deliveries are carried out by our own fleet of
delivery drivers. For international customers, deliveries are carried out by our appointed
logistic service providers.
105
106
Registration
RegistrationNo: : 202001039065
No 202001039065 (1395386-M)
(1395386-M)
The breakdown of our revenue by business segments for the financial years under review is as follows:
The breakdown of our revenue by geographical locations for financial years under review is as follows:
Notes:
(1)
Other Asian countries consists mainly of Vietnam and Japan
(2)
European countries consists mainly of Germany
106
107
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Our sales and marketing team is headed by our Managing Director, Lim Teik Hoe and is
responsible for growing our customer base as well as the accounts that we have with our
existing customers, which they do so through the following methods highlighted below.
MNCs, OEMs and EMS companies generally like to work with well-established vendors with a
proven track record and certification from recognised certifying bodies. In order to become
a vendor for them, we have to go through a series of stringent processes for vetting and
validation. We have account managers in our sales and marketing team that will actively
approach the MNCs, OEMs, and EMS companies to market our services and showcase our
engineering, quality and production capabilities. Our account managers will also handle the
sales account for particular customers to develop and maintain our business relationships
with them and also to drive repeat business from our existing customers. Our sales and
marketing team will also keep track of new players in the E&E industry in Pulau Pinang and
arrange meetings with them in order to exhibit our capabilities and offer them our services.
Our track record has also helped us to become a trusted and reliable engineering supporting
services provider. Our high-quality products, timely delivery, as well as ability to service a
variety of industries such as semiconductor, instrumentation, life science and medical
devices, telecommunications, aerospace, and E&E have also helped us achieve brand loyalty
and goodwill with our existing customers. Through this, we are able to receive referrals to
potential new customers. We are also able to leverage on the network of our senior
management due to their experience in the engineering supporting industry to market our
products and services to potential new customers.
We utilise CNC machinery for the cutting, bending, milling, and turning processes
used in the fabrication of sheet metal and precision machining. Drawings produced
by our technical personnel using CAD software are translated into numbers by
computers. These numbers act as coordinates for the CNC machinery to determine
where to cut the material, thus controlling the movement of the CNC machinery.
107
108
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
We also use CAM software such as Mastercam and Siemens NX to generate the
programme for our CNC machines to produce the metal parts according to the
designs made using CAD software.
We are currently using robotic machinery in the form of a robotic laser welding
machine. The robotic laser welding machine enables our Group to increase
productivity while reducing wastage and reducing reliance on skilled labour. As it is
more precise than manual welding, it also minimises or eliminates post-welding
processing.
Save for the impact of COVID-19 on our business, we did not experience any material
interruptions in our business activities, which had a significant effect on our operations,
during the past 12 months prior to the date of this Prospectus.
COVID-19 was officially declared a pandemic by the Director General of the World Health
Organisation on 11 March 2020. The Government announced the imposition of a MCO under
the Prevention and Control of Infectious Diseases Act 1988 and the Police Act 1967 which
began on 18 March 2020 for a period of 2 weeks and was subsequently extended to 4 May
2020. A conditional MCO (“CMCO”) was then imposed from 4 May 2020 until 9 June 2020
followed by recovery MCO (“RMCO”) from 10 June 2020 until 31 December 2020. During the
end of 2020, the number of COVID-19 cases increased and led to the Government imposing
a second MCO in various states beginning 13 January 2021. The country transitioned into a
CMCO beginning 5 March 2021. However, increasing COVID-19 cases saw the MCO re-
imposed nationwide beginning 12 May 2021.
During the initial MCO periods, all businesses were required to temporarily suspend
operations, except for essential services such as healthcare, food and beverage, and
manufacturing of essential goods. Our Group is considered an essential service as we are a
part of the engineering supporting industry and involved in the supply chain of E&E
products. As such, our Group was permitted to continue our operations during the MCO
after receiving approval from the MITI on 26 March 2020. We continued our operations on
28 March 2020 with 30% of our production staff while non-production staff worked remotely
from home. We resumed operations with a full workforce during the RMCO period. We have
not had to decrease our production workforce during the subsequent MCO and CMCO
periods.
108
109
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
As of 27 May 2021, prior to the announcement of the FMCO, our management team had
noticed an increasing incidence of employees testing positive for COVID-19. Our
management team then decided to conduct a plant-wide mass testing exercise of our
employees. All our employees underwent COVID-19 testing and results showed that
approximately 18% of our employees tested positive for COVID-19. We then contacted the
MOH which then directed the affected employees to be quarantined at designated centres
while the rest of our employees to be home quarantined. As a result of the COVID-19 cases,
the MOH also issued Coraza Systems a shutdown notice effective 31 May 2021. Following
this incident, plant-wide sanitisation took place on 5 and 6 June 2021. Upon a follow up
check by MOH, we were cleared to resume our operations on 8 June 2021.
As part of the conditions set forth by MITI permitting companies providing essential
services to operate during the MCO period, we were required to follow and
implement strict SOP imposed by the Government which included the following:
(a) submitting a list of employees who are involved in operations and ensuring
that their movement is limited to travelling from home to work only;
(b) providing thermometers at the entrance of the premises to measure
employees’ body temperature and to record the readings on a daily basis;
(c) contacting the MOH or the nearest government hospital if an employee’s
body temperature is found to be higher than the normal level;
(d) providing hand sanitizer at the entrance and other common areas in the
premises as well as ensuring that face masks are worn by employees and
that social distancing is practiced at all times;
(e) sanitising and disinfecting common areas of the premises such as
production floor, lobbies, and elevators; and
(f) disinfecting the premises before each shift change and disinfecting vehicles
such as employee transportation vehicles as well as delivery vehicles.
In addition to the SOPs implemented by the Government, we have also provided our
employees with plastic face shields as additional safeguards.
In the event that our employee has tested positive for COVID-19, our Group will
cooperate with the MOH and abide by their instructions for the next course of
action. Our SOP in case an employee tests positive for the virus will include
measures such as the following:
(a) compulsory COVID-19 testing for employees close the same department/
section and employees who have come into contact with the affected
employee;
(b) sanitising and disinfecting the affected work area and other premises
according to the MOH’s guidelines; and
(c) activating a work-from-home policy where possible for other employees in
the same department/ section.
The cost incurred in relation to measures to prevent COVID-19 and to comply with
the SOP amounted to approximately RM178,000 as at LPD. These costs include
implementation of the various SOP, the cost of COVID-19 tests, quarantine
accommodation, sanitisation and disinfection activities.
Our Group is also looking into purchasing COVID-19 vaccines and organising a mass
vaccination for all our employees, depending on the availability of vaccines, to
safeguard our employees and to prevent additional disruptions to our business
operations due to positive COVID-19 cases.
109
110
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Following the shutdown notice effective 31 May 2021 and a number of our
production workers testing positive for COVID-19, we are unable to carry
out our production activities. We have informed our customers on our
shutdown and have rescheduled several deliveries as a result. Our
customers understand the situation and we have not incurred nor expect to
incur any penalties from our customers due to the delayed delivery.
Nevertheless, we remain in constant communication with our customers to
update them on the situation.
We had initially experienced minor disruption in our supply chain due to the
lockdown measures. The delivery of raw material to our premises was
affected briefly due to travel restrictions as well as MITI’s deferred approval
for businesses they deemed as non-essential. We did not experience
material disruptions of products from our suppliers.
We were also not significantly affected by the increase in air and sea freight rates during
this time as our terms with our customers are mostly ex-works, which means that they will
incur the logistics costs.
110
111
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
However, in FYE 2021, our production activities were temporarily halted due to our
shutdown notice on 31 May 2021, leading to delay in delivery to our customers. We have
not experienced nor expect any penalties from our customers on the delay and are in
constant communication with them. We have also continued to receive new orders from
customers during this period. As a result, we believe that the delays in delivery will not have
any significant adverse impact on our business and financial performance for FYE 2021.
7.9 SEASONALITY
111
112
Registration
RegistrationNo: : 202001039065
No 202001039065 (1395386-M)
(1395386-M)
Length of
Total sales relationship
No. Major customer Principal countries Industry/ Business segment RM’000 % Years
FYE 2018
1 Company J Malaysia Semiconductor/ Instrumentation/ Medical 25,818 46.1 11
and Life Science
2 Company A Malaysia and Singapore Medical and Life Science 8,867 15.8 17
3 Company P Malaysia Semiconductor/ Instrumentation/ Medical 8,366 14.9 14
and Life Science/ Aerospace
FYE 2019
1 Company J Malaysia Semiconductor/ Instrumentation/ Medical 21,754 37.1 12
and Life Science
2 Company P Malaysia Semiconductor/ Instrumentation/ Medical 13,637 23.3 15
and Life Science/ Aerospace
3 Company A Malaysia and Singapore Medical and Life Science 9,049 15.4 18
4 Company V Malaysia Instrumentation 4,735 8.1 9
5 Company K Singapore and USA Instrumentation 3,607 6.2 5
Total 52,783 90.1
112
113
Registration
RegistrationNo: : 202001039065
No 202001039065 (1395386-M)
(1395386-M)
Length of
Total sales relationship
No. Major customer Principal countries Industry/ Business segment RM’000 % Years
FYE 2020
1 Company J Malaysia Semiconductor/ Instrumentation/ Medical 37,039 44.3 13
and Life Science
2 Company P Malaysia Semiconductor/ Instrumentation/ Medical 16,080 19.2 16
and Life Science/ Aerospace
3 Company A Malaysia and Singapore Medical and Life Science 10,260 12.3 19
4 Company M Singapore and USA Semiconductor 5,364 6.4 2
5 Company V Malaysia Instrumentation 3,418 4.1 10
Total 72,161 86.2
Our top 5 major customers contributed 91.7%, 90.1% and 86.2% of our Group’s revenue for FYE 2018, 2019, and 2020 respectively. We are
dependent on 3 of our major customers, namely Customer J, Customer P, and Customer A. They have collectively contributed a total of
approximately 76.8%, 75.8%, and 75.8% of our Group’s revenue for FYE 2018, 2019, and 2020 respectively.
Our customers typically do not enter into long-term contracts with us and our sales are mostly based on purchase orders that we receive from time
to time. As a result, the future performance of our Group is reliant, to a certain extent, on our ability to secure repeat orders from these
customers. In particular, Customer J is our largest customer that contributed to 46.1%, 37.1% and 44.3% of our revenue for FYE 2018, 2019, and
2020 respectively. They have been our customer for 13 years, during which we have progressively expanded our products and services across
various end-user industries, which began with the semiconductor, instrumentation, as well as medical and life sciences. As such, we are not reliant
on a single end-user industry for Customer J.
Nevertheless, our Group has maintained good working relationships with our major customers. Specifically, we have been working with Customer A
for 19 years, Customer P for 16 years, and Customer J for 13 years. Prior to servicing these customers, we were required to undergo a stringent
qualification process and we have since become one of their approved/preferred vendors. We have also applied for and received certification for
our QMS, which these customers require prior to working with us. We have also entered into various agreements which govern the relationship
and obligations of all parties, as well as set out the standard terms and conditions for future sale and purchase transactions. There has been no
dispute with these customers over time which has significantly affected our operations or financial performance. We believe that our track record,
capabilities, and longstanding relationships with Customer J, Customer P, and Customer A will continue to grow as we expand our capabilities to
service their needs.
113
114
Registration
RegistrationNo: : 202001039065
No 202001039065 (1395386-M)
(1395386-M)
The major types of raw materials purchased by our Group for FYE 2018 to 2020 are set out as follows:
The majority of our raw materials are LLM. These are simpler materials purchased in minimum order quantities which are used with metal piece
parts and precision-machined components to produce our customers’ products based on their design and specification. The LLM we procure
include brackets, fasteners, hinges, rivets, washers as well as wiring and various electronic parts. We also procure various metals for sheet metal
fabrication and precision machining. Our raw materials are sourced from various local and foreign suppliers. We have not experienced any
interruption in supply of raw materials in FYE 2018 to 2020. In order to ensure a stable supply of raw materials, we endeavour to maintain stock
of our principal raw materials for at least 2 to 3 months.
As several of our raw materials are commodity based products such as aluminium, copper, and steel, they are subject to demand and supply
conditions which may lead to fluctuation in market prices. Similarly, the prices of LLM products we procure are also affected by demand and
supply conditions. We have not experienced any volatility of prices from our suppliers that have materially affected our business for FYE 2018 to
2020. Since the start of 2021, the price of raw materials such as aluminium, copper, and steel have increased due to lack of supply and the
increases in demand. Raw material prices increased ranging from 10% to 70%. Correspondingly, as at LPD, we have informed our customers
that our prices will increase to reflect the increase in raw material prices. We do not expect our GP margins to be significantly impacted by the
recent increase in raw material prices.
114
115
Registration
RegistrationNo:
No 202001039065 (1395386-M)
: 202001039065(1395386-M)
FYE 2018
1 Garmco (S) Pte Ltd Singapore 2,229 12.1 13 Cold rolled steel, aluminium, copper
2 Textran Industries (Penang) Sdn Bhd Malaysia 1,491 8.1 17 LLM
3 Gerestu Sdn Bhd Malaysia 817 4.5 3 LLM/machining/tooling
4 Fizco Manufacturing Sdn Bhd Malaysia 802 4.4 4 LLM
5 Bossard (M) Sdn Bhd Malaysia 771 4.2 8 LLM
Total 6,110 33.3
FYE 2019
1 Garmco (S) Pte Ltd Singapore 2,332 11.9 14 Cold rolled steel, aluminium, copper
2 Textran Industries (Penang) Sdn Bhd Malaysia 1,565 8.0 18 LLM
3 Bossard (M) Sdn Bhd Malaysia 910 4.6 9 LLM
4 Fizco Manufacturing Sdn Bhd Malaysia 883 4.5 5 LLM
5 Tanika Steel Sdn Bhd Malaysia 708 3.6 8 Cold rolled steel, aluminium, copper
Total 6,398 32.6
FYE 2020
1 Garmco (S) Pte Ltd Singapore 2,155 9.0 15 Cold rolled steel, aluminium, copper
2 Textran Industries (Penang) Sdn Bhd Malaysia 1,741 7.2 19 LLM
3 Supplier A USA 1,214 5.1 5 Cold rolled steel, aluminium, copper
4 Technical Manufacturing Corporation USA 988 4.1 1 LLM
5 Bossard (M) Sdn Bhd Malaysia 887 3.7 10 LLM
Total 6,985 29.1
115
116
Registration
RegistrationNo:
No 202001039065 (1395386-M)
: 202001039065(1395386-M)
Our top 5 major suppliers contributed 33.3%, 32.6% and 29.1% of our Group’s purchases for FYE 2018 to 2020 respectively. 3 of our major suppliers,
namely Garmco (S) Pte Ltd, Textran Industries (Penang) Sdn Bhd, and Bossard (M) Sdn Bhd made up approximately 24.4%, 24.5%, and 19.9% of our total
purchases for FYE 2018 to 2020 respectively.
Our suppliers are selected based on several criteria such as pricing, the quality of their products and their reliability. We have maintained good working
relationships with our major suppliers and we have not experienced any material disputes or major disruption in supplies in the past and as at LPD. Despite
our long working relationship with most of our major suppliers, there are alternative suppliers readily available, and as such, we are not reliant on any
single major supplier.
116
117
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Stage QC Processes
Pre-production Prior to full production launch, we undertake AQP taking into
consideration customers inputs, process capability and product
manufacturability to put in place preventative measures to ensure
that the product meets or exceeds customer expectations; increase
overall customer satisfaction; and enable continuous improvement by
incorporating customer feedback and process improvement. We also
carry out incoming quality assurance to ensure materials conform to
specified quality requirements.
Our QMS was first accredited with ISO 9001:2000 in the scope of “Fabrication and Assembly
of Precision Sheet Metal Products” from DQS GmbH in 2003. We subsequently updated our
QMS accreditation to ISO 9001:2008 in 2010 in the scope of “Fabrication and Assembly of
Precision Sheet Metal Products” from DQS GmbH. In 2018, our QMS accreditation was
updated to ISO 9001:2015 in the scope of “Fabrication and Assembly of Precision Sheet
Metal and Machining Products for Aerospace Industry” from DQS GmbH.
Our QMS for the aerospace industry was initially accredited with AS9100C in 2012 in the
scope of “Fabrication and Assembly of Precision Sheet Metal Products for the Aerospace
Industry” from DQS GmbH. This accreditation meant that our Group was able to venture
into providing products and services for the aerospace industry. We are currently accredited
with AS9100D in the scope of “Fabrication and Assembly of Precision Sheet Metal and
Machining Products for Aerospace Industry” from DQS GmbH in 2018.
Our Group’s QMS was put in place to ensure that we consistently provide high-quality
products and services that can meet the requirements and standards of our customers,
relevant authorities and regulatory bodies. It also enables us to look for areas where we can
improve on customer satisfaction and to identify the potential risks and opportunities for our
Group.
117
118
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
We are committed to ensuring the safety and health of our employees as well as assuring
that our business activities do not severely harm the environment. Some of our customers
also require our Group to obtain accreditation in such systems in order to become their
supplier. In line with strict international standards, our environmental management system
and occupational health and safety management system have been accredited with the
following:
Our environmental management system was first accredited with ISO 14001:2004
in 2007 in the scope of “Fabrication and Assembly of Precision Sheet Metal
Products” by TÜV NORD Cert GmbH”, showing our ability and commitment to our
environmental responsibilities. We subsequently updated our environmental
management system to ISO 14001:2015 in 2019 from TÜV NORD Cert GmbH under
the scope of “Fabrication and Assembly of Precision Sheet Metal and Machined
Products” with a focus on developing processes and plans on how our Group
interacts with the environment.
Our Group is committed to ensuring the health and safety of our employees and our
occupational health and safety management system was first accredited with BS
OHSAS 18001:2007 in 2007 from TÜV NORD Cert GmbH in the scope of “Fabrication
and Assembly of Sheet Metal Products”. We subsequently updated our accreditation
to ISO 45001:2018 in the scope of “Fabrication and Assembly of Precision Sheet
Metal and Machined Products” from TÜV NORD Cert GmbH in 2019. Published in
2018, ISO 45001:2018 replaces the BS OHSAS 18001 certification and focuses on
preventing occupational health and safety hazards and minimising risks in the
workplace.
Our engineering team is actively involved in D&D activities with our customers’ for new
product development. Prior to commencing production, engineers from both parties will
work together to develop and refine the product’s design, finalise the required product,
process and materials requirements, product assurance and quality and manufacturability.
The nature of our D&D activities differs for each product as different customers have
different product requirement and industry standards. The following diagram shows the
typical processes involved during our D&D activity with our customers:
118
119
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
During the initial stages of product design, our customer’s project team (comprising
of engineering, quality, and purchasing personnel) will share the preliminary design
of the product with our engineering team, who will then review the design.
Our engineers will provide feedback on the design for manufacturability in terms of
product quality, manufacturing processes, raw material and unique functional
requirement.
After receiving our feedback, our customer’s engineering team will fine-tune the
product/process design. The process of reviewing and refining the product design
may occur several times before it is finalised by our customer.
Upon finalising the product design, our customer will provide us with a first article
sample enquiry. The first article sample refers to the prototype which is produced
according to the design and technical information specified by our customer.
The first sample enquiry is then provided to our engineering team, which will then
assemble a project team with personnel from various teams including engineering,
planning, purchasing, and quality.
The project team will review the technical information of the product, which may
include quality requirements, resource requirements, manufacturing processes,
inspection and test activities needed, and the criteria for the acceptance of the
product. Once the review is completed, our project team will then prepare the
schedule that covers material preparation, engineering, quality and manufacturing
activities, customer inspection, and packaging and delivery. The schedule is then
provided to the customer.
119
120
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Upon confirmation of the proposed project schedule by our customer, our project
team will begin to prepare a product prototype as per the schedule. To ensure
effective execution, we will also prepare an overall development plan of the product,
list of raw materials required, the process flow, and the product quality plan. The
product quality plan is a set of procedures used as a guide in various stages of
development and manufacturing process.
Our project team will then produce a prototype of the product based on the
technical information specified. The prototype is then inspected and tested by our
quality control team before it is sent to our customer. A first article inspection report
is issued by our quality department.
The approved prototypes are submitted to our customers together with the test
results from the preparation stage. Once the prototype is approved by our
customer, we are able to commence production scheduling and raw material
procurement in order to prepare for mass manufacturing.
Upon completion of the entire project, our project team will conduct an internal
post-project review which can be used to improve future projects. The project team
will assess various issues experienced during the project and propose corrective
actions and improvements for future projects.
Our ability to provide a wide variety of processes with varying complexities and high
tolerances allows us to provide a more complete service to our customers. They do not have
to outsource their manufacturing needs to multiple suppliers, thus streamlining their
operations and making it more cost-effective.
In addition, we have more control over the manufacturing and sub-modular assembly of our
products as we are involved in the entire process. In the event any issues arise during the
manufacturing or sub-modular assembly process, we are able to easily trace the flow of
operations and subsequently detect and diagnose the issues.
120
121
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
7.16.2 Established track record and long-standing relationships with our customers
Our Group began with the fabrication of simple sheet metal parts and we have expanded
our offerings to the sub-modular assembly of sheet metal structures and frames as well as
production of precision metal components. Over the years, we have steadily established
ourselves as a provider of quality fabricated parts, and we have implemented a QMS in our
efforts to ensure customer satisfaction, to provide our customers with consistent parts and
services, and to continuously improve our services. Throughout our years in operation, we
have been awarded with various accreditations such as ISO 9001:2015 and AS9100D, as
seen in Section 7.13.
Our ability to provide quality products and services in a consistent manner and our quality
accreditations have enabled us to receive repeat orders from our customers and has
eventually led to our Group becoming a preferred provider to these customers.
We believe that our ability to provide our customers with consistent quality products and
services, in addition to prompt delivery of products and provision of integrated services has
enabled us to develop long-standing relationships with our customers. As at LPD, our Group
has business relationships of more than 10 years with 4 of our major customers.
The success of our Group can be attributed to the experiences and knowledge of our
management team. Our Executive Chairman, Ng Fook San has over 40 years of experience
in the E&E industry including his tenure with Infineon Technologies AG, a global
semiconductor firm headquartered in Germany where he was involved in leading its
business expansion in the Asia Pacific region. Our Managing Director, Lim Teik Hoe also has
over 30 years of experience in the E&E industry, including his time with D’Nonce Technology
Berhad where he was involved in the growth of the company and its listing on the Main
Board of Bursa Securities (now known as the Main Market).
They are supported by a team of key personnel which are our respective heads of
departments. These key personnel have over 20 years of relevant working experience in
their respective fields. We believe that the combined experiences, knowledge possessed,
and relevant competencies of our key management team have contributed to our ability to
better cater to our customer’s needs. For example, our competencies allow us to produce
product samples and finished goods with shorter lead times, which is a key customer
demand.
For further information on our Directors and key management, please refer to Section 5.2
and Section 5.3 respectively.
Our Group strives to continuously expand the range of services we provide to our customers
that operate in various industries. In order to do so, we continuously invest in machinery in
line with improving technology and the requirements of our customers. As such, we are able
to meet our customers’ more advanced requirements as well as keep up with the demands
of the market and capture new customers in new markets.
In FYE 2018, we invested RM1.0 million in a CNC machine, laser welding machine, oven and
forklift. In FYE 2019, we invested RM1.5 million in 2 units of welding machine and 3 units of
CNC machines. In FYE 2020, we further invested RM4.5 million in a CNC punching and laser
machine, 2 units of bending machines, and a visual quality control machine.
121
122
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
The machinery we have acquired enables us not only to produce more complex parts but
also to improve our production capacity, efficiency and quality. The machinery we possess
also enables us to attract more potential customers as more advanced machinery allow for
faster and more precise fabrication and machining.
Our Group operates 3 factories that are located at Nibong Tebal and Kulim. Our main
production activities are carried out in our factory in Nibong Tebal, and we have 2 branches
in Nibong Tebal and Kulim, which supports the polishing and welding processes of our
production.
Our Group’s annual production capacity and utilisation at our production facilities for FYE
2020 are as follows:
(1)
No. of Estimated Actual Annual
units as of maximum production production
31 annual time per capacity
December capacity annum utilisation
Types of machinery 2020 (hour) (hour) rates (%)
Bending 9 58,608 37,423 63.9
CNC
Laser and turret 3 19,536 11,929 61.1
punching
Milling 8 52,096 27,231 52.3
Turret punching 2 13,024 5,953 45.7
Welding
Welding(2) 31 100,936 70,873 70.2
Manual laser 3 19,536 13,425 68.7
Spot welding 6 39,072 23,324 59.7
Robotic welding
Robotic laser 1 3,256 708 21.7
welding(2)
Machining
(2)
Conventional milling 3 9,768 6,869 70.3
Tapping 3 19,536 9,683 49.6
Others
Laser cut 1 6,512 4,344 66.7
Notes:
(1)
Our Group’s estimated maximum annual capacity is calculated based on the number
of machines available, the number of working hours per day, and 296 working days
per annum. The number of working hours per day is based on 2 12-hour shifts per
day with a 1-hour break per shift. The number of working days per annum is based
on 365 days per annum subtracted by 52 Sundays and 17 public holidays.
(2)
Denotes machinery that is operated for a maximum of 12 hours per day including a
1-hour break per shift.
122
123
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
We manage the utilisation of our machinery to ensure there is always spare capacity in
anticipation of customers upside demands. Due to the complexities of the metal piece parts
and precision-machined components we produce, as well as the availability of skilled
operators, not all machinery are used in production at any one point in time. Depending on
the specifications, a piece of sheet metal or metal block may not undergo each type of
fabrication or precision machining process.
The robotic laser welding machine is mainly used for welding parts for the aerospace
industry. As a result of the COVID-19 pandemic, the demand for parts for the aerospace
industry has decreased, which has led to a lower utilisation rate for the robotic laser welding
machine.
Our Group is not dependent on any contracts, agreements or other arrangements that could
materially affect our business as at LPD.
Our Group aims to improve our long-term growth potential by undertaking the following
strategies.
As we continue to grow our business, we have planned for construction of a new factory on
Lot 2773 & 2776, which is adjacent to our current factory in Nibong Tebal, Pulau Pinang. We
had in 2018 acquired Lot 2773 & 2776, with a total land area of approximately 8,374 square
metres.
The construction will be carried out in 3 phases and targeted for completion by July 2023.
Our new factory is expected to have a total built-up area of approximately 91,110.1 sq ft
and expected to increase our production capacity and enable us to provide new services to
our customers in the future.
Construction
Built up area cost
Phase Description (sq ft) (RM’000) Activities
Phase 1 3-storey 40,101.0 6,624 Precision machining
office and a segment (new and
2-storey existing machinery
factory relocated from existing
factory)
Phase 2 2-storey 25,858.1 3,879 Sheet metal fabrication
factory involving frames and
structures
123
124
Registration No:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Timeframe
Phase 1 Phase 2 Phase 3 Milestones
July 2021 October 2021 January 2022 Submit building plan
The total construction cost of the new factory is expected to be approximately RM[●]
million. We have allocated RM[●] million of the proceeds from our Public Issue for the
construction of the new factory. We will finance the remaining construction cost through
bank borrowings which we have obtained from Malaysian Industrial Development Finance
Berhad.
As part of our strategy to grow our business, we plan to purchase new machinery to
improve our production capacity and service offerings. We have allocated RM[●] million of
the proceeds from our Public Issue to purchase various machinery over the next 3 years for
our existing and new factory.
To this end, we have as at LPD placed orders and drawn down our trade lines amounting to
RM[●] million for 2 new bending machines (RM[●] million), a sanding machine (RM[●]
million) as well as design software specific for these machines (RM[●] million). The
machinery is expected to be installed in our existing factory and will be ready for
commissioning by the third quarter of 2021. These additional machinery will increase our
capacity by approximately 22.0%.
For the aforementioned acquisitions totalling RM[●] million, the proceeds raised from our
Public Issue will be used to repay the bank borrowings undertaken to finance their purchase.
The balance RM[●] million of machinery will be acquired progressively over the next 3 years
following our Listing, in accordance with our plans to construct our new factory over 3
phases. These machinery comprise the following:
These additional machinery will further increase our capacity by approximately 27.0%. As at
LPD, our finishing for aerospace parts are outsourced. The new finishing line will enable us
to provide such process in-house.
124
125
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
We believe that our prospects in the engineering support industry are favourable taking into
consideration our competitive strengths in Section 7.16, our business strategies as set out
above as well as the outlook of the engineering support industry as set out in the IMR
Report. In this respect, Protégé Associates has projected the engineering support industry in
Malaysia to expand by a CAGR of 11.6% from RM6.23 billion in 2020 to RM10.78 billion in
2025. This is driven by the following:
(a) Growth in the global semiconductor industry is expected to expand from USD440.39
billion in 2020 to USD488.27 billion in 2021;
(b) Growth in the life sciences and medical technology industry, which is supported by a
growing ageing global population, in which persons aged 65 years and above is
expected to increase from 727 million in 2020 to 1.5 billion in 2050;
(c) Growth in the instrumentation industry, which is anticipated at a CAGR of 3.7%
from USD26.0 billion in 2021 to reach USD30.1 billion in 2025, stemming from wide
range of end-users and technological advancement;
(d) Recovery and growth from the aerospace industry, which is expected to be at a
CAGR of 5.0% from USD 343.3 billion 2021 to reach USD417.3 billion in 2025,
supported by military spending and continuous improvements in aircraft technology;
and
(e) Resuming growth of the local machinery and equipment industry following the
expected recovery from the COVID-19 pandemic.
125
126
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
8. IMR REPORT
.
The
. information in this Section 7 is based on market research conducted by Protégé Associates commissioned
..
The information in thisTechnology
Section 7 is basedfor
on the
market research
by
TheCoraza Integrated
information in Berhad purpose of theconducted
IPO. by Protégé Associates commissioned
The information
. Coraza
by in this Section
Section 7
7 is
thisTechnology
Integrated is based on
basedfor
Berhad
market
on the
market research
research
purpose
conducted
of theconducted
IPO.
by
by Protégé
Protégé Associates
Associates commissioned
commissioned
by
The
by Coraza
Coraza Integrated
information in
Integrated Technology
this Section
Technology7 Berhad
is based
Berhad for
on
for the purpose
market
the of the
research
purpose of the IPO.
conducted
IPO. by Protégé Associates commissioned
1.0
. CorazaIntroduction to the Engineering Supporting Industry
by Integrated Technology Berhad for the purpose of the IPO.
The information in this Section 7 is based on market research conducted by Protégé Associates commissioned
The engineering supporting industry (“ESI”) mainly involves the manufacture of metal products that are
by Coraza Integrated Technology Berhad for the purpose of the IPO.
later used to produce various end products. In accordance to the Malaysian Investment Development
The Board
Authority of Directors
(“MIDA”), the segmentation of the ESI in Malaysia is as follows:
The
The Board
Coraza of
of Directors
Integrated
Board Technology Berhad,
Directors
The Board of Directors of the ESI
Coraza
Figure 1Integrated
2777, Lorong
Coraza Technology
: Segmentation
Industri
Integrated 5, Berhad,
Technology Berhad,
The Board
Coraza of Directors
Integrated Technology Berhad,
2777,
Taman
2777, Lorong
Industri
Lorong Industri
Bukit
Industri 5,
Panchor,
5,
Coraza
2777,
The Integrated
Lorong
Board
Segment Technology
Industri
of Directors 5, Berhad, Description
Taman
14300
Taman Industri
Nibong
Industri Bukit
Tebal,
Bukit Panchor,
Pulau
Panchor, Pinang.
2777,
Taman
Coraza Lorong
IndustriIndustri
Integrated Bukit 5,
Panchor,
Technology Berhad,
14300
14300 Nibong
Nibong Tebal,
Tebal, Pulau
Pulau Pinang.
Pinang.
Taman
14300 Industri
Nibong
2777, Lorong BukitMoulds
Tebal,
Industri Panchor,
Pulau
5, and Pinang.dies are generally used in the manufacturing industries. During the
14300 Nibong Tebal,
Taman Industri Bukitcasting Pulau
Panchor, Pinang. molten metal or other liquid substances are poured into the
process,
Dear Sirs,
Date: 30 June Tebal,
2021 mould
14300
Dear Nibong PulauorPinang.
die. Once the molten metal or substance solidifies, the end product with
Dear Sirs,
Moulds
Dear Sirs,
and
Sirs, dies the
Strategic Analysis of same shape
the of the mould or Supporting
Engineering die is formed. Industry The end product is then removed
in Malaysia
Dear Sirs,
Strategic from the of
Analysis mould
the or die. Mould or Supporting
Engineering die casting is particularly
Industry suitable
in Malaysiafor series and
Strategic
Strategic Analysis
Analysis
mass production of
of the
the of Engineering
Engineering
components as Supporting
Supporting
the metal moulds Industry
Industry or diesin Malaysia
incan
Malaysia
reused for all of
Dear Sirs,
Strategic Analysisthe sameof the Engineering Supporting Industry in Malaysia
components.
Protégé Associates Sdn Bhd (“Protégé Associates”) has prepared this ‘Strategic Analysis of
Protégé Strategic
Associates Analysis
Sdn Bhd of the Engineering
(“Protégé Associates”) Supportinghas preparedIndustry this in Malaysia
‘Strategic Analysis of
the Engineering
Protégé
Protégé Associates
Associates Supporting
Sdn
Sdn Bhd
Machining Industry
generally ininvolves
Bhd (“Protégé
(“Protégé Malaysia’
Associates”)
Associates”)the for usehasinclusion
has prepared
prepared
of advanced in the thisprospectus
this ‘Strategic
‘Strategic
computer of Coraza
Analysis
Analysis
numerical controlof
of
the
the Engineering
Integrated Supporting
Technology Berhad Industry
(“Coraza”) in Malaysia’
in relation for inclusion
to its listing in onthethe prospectus
ACE Market ofof Coraza
Bursa
the Engineering
Protégé Associates
Engineering Supporting
Sdn
(“CNC”)
Supporting Industry
Industrytoin
Bhd machines
(“Protégé Malaysia’
Associates”)
inproduce
Malaysia’ for
for has inclusion
high-precision prepared
inclusion partsin
in orthe
this
the prospectus of
‘StrategicofAnalysis
components,
prospectus Coraza
ofwhich
Coraza of
the
Integrated
Malaysia
Integrated Technology
Securities
Technology Berhad.Berhad
Berhad
fabricated (“Coraza”)
(“Coraza”)
parts in
in
haveinmanufacturingrelation
relation to
to its
its
tolerances listing
listingasinon
on
low the
the ACE
ACE toMarket
Market
as prospectus
one of
of Bursa
Bursa
five micrometre.
the Engineering
Integrated
Protégé Associates Supporting
Technology Berhad Industry
(“Coraza”) Malaysia’
in relation for inclusion
to its
Sdn Bhd (“Protégé Associates”) has prepared this ‘Strategic Analysis of listing onthethe ACE Market ofof Coraza
Bursa
Malaysia
Malaysia Securities
Securities Berhad.
Advanced
Berhad. CNC machinesinare also capable of multi-axis machining, in Bursa
which
Integrated
Malaysia
Protégé
the Technology
Securities
Associates
Engineering is anBerhad
Berhad.
Supporting independent(“Coraza”)
Industry market
inmove relation
research
Malaysia’ forortoand its business
inclusionlisting inonthe theprospectus
ACE
consulting Market ofofcomplex
company. Our
Coraza
Machining
Malaysia
Protégé Securities
Associates machining
Berhad.
is an tools
independent can market in four
research more
and directions
business to manufacture
consulting company. Our
market
Protégé
Protégé research
IntegratedAssociates
Associates reports
Technology is an
parts provide
Berhad
independent
is an provide
independent
and an
(“Coraza”)
components. in-depth
market in
This industry
relation
research
marketindustry
researchand
has greatly and
to
andits business
listing
business
andbusiness onassessment
the ACE
consulting
businessassessment
expanded the for
Market companies
company.
consulting company.
range of products of Bursa
that Our
Our
can
market
raising
Malaysia
market research
capital
Securities
research reports
and funding
Berhad.
reports provide in an
anthe in-depth
financial
in-depth markets;
industry and covering
business their
assessment for
respective
for companies
market
companies
Protégé Associates is
be an independent
produced. market
Examples research
of precision
market research reports provide an in-depth industry and business assessment for companiesand business
parts or consulting
components company.
that can Ourbe
raising
dynamics
raising capital
such
capital and
as
and funding
market
funding
manufactured size, in
in the
key
the
using financial
competitive
financial
CNC machinesmarkets;
landscape,
markets; include covering
demand
covering
shafts, their
and
their
pins, respective
supply
respective
brushes, market
conditions,
jigs market
and parts
market
raising
Protégé research
capital
Associates reports
andmarket provide
is funding
an independent an
in key in-depth
the competitive industry
financialresearch
market markets; and business
and covering
business assessment
their for
respective
consulting companies
company. marketOur
dynamics
government
dynamics such
such as
regulations,
as found
market insize,
industry
hard
size, trends
disk
key and the markets;
drives.
competitive landscape,
outlook
landscape, demand
ofcovering
the industry.
demand and
and supply
supply conditions,
conditions,
raising
dynamics
market capital
such
research and
as
reports funding
market size,
provide in an the
key financial
competitive
in-depth industrylandscape,
and demand
business their
and respective
assessment supply for market
conditions,
companies
government
government regulations,
regulations, industry trends and the outlook of the industry.
dynamics
government
Mr. Seow
raising such
Cheow
capital as
and market
regulations,
Seng isindustry
funding
This
size,
industry
the
segment
trends
key
trends
Managing
in the
includes
and
competitive
and the
Director
financial
foundries,
outlook
landscape,
the markets;
outlook
of dieProtégé of the
casting,
industry.
demand
ofcovering
the industry.
Associates. andHe
their
magnesium
supply
has 21
respective
injection
conditions,
years
market
moulding
of
government
Mr. Seow
experience
dynamics in
suchregulations,
Cheow
market
as Seng isindustry
research,
market the
size, trends
Managing
having
key and
started
competitive the
Director his outlook
of
careerProtégé
landscape, of
at the
Frost industry.
Associates.
demand & Sullivan
and He has
where
supply 21
he years
spent
conditions, of
7
Mr. Seow
Mr. Seow Cheow
Cheow Seng Seng is the
is the Managing
(Thixomoulding©) Managing Director
and Director
investment of Protégé
of Protégé
casting. In Associates.
Associates.
foundries, He He hasis21
has
metal 21 yearsinto
years
melted of
of
experience
years. He
government
experience in
has
in market
been
regulations, research,
involvedindustry in having
a started
multitude
trends and of
thehis career
industries
outlook at
of Frost
covering
the & Sullivan
Automotive,
industry. where he spent
Construction, 7
Mr.
experience in market
Seow Cheow market Seng research,
liquid isform
research,the and having
Managing
having started
Director
is subsequently
started his career
of Protégé
hispoured
career at
at Frost
into Frostmould&
& Sullivan
a Associates. Hewhere
to produce
Sullivan has
where he
21 spent
heyears
a specific metal
spent 7
of
7
years.
years. He
Electronics,
He has
has been
Healthcare,
been involved
involved
part Energy,
or in
in a
a
component. multitude
IT, Oil
multitudeDieand of
of industries
Gas,
industries
casting involves covering
etc. atcovering
HeaFrost
process Automotive,
has& also provided
Automotive,
whereby Construction,
his market
Construction,
molten metal is
experience
years. He
Mr. Seow Cheowin
has market
been research,
involved
Seng isEnergy, in having
a
the Managing started
multitude of
Director his career
industries
of Protégé covering Sullivan
Automotive,
Associates. where
He has 21 he spent
Construction,
years 7
of
Electronics,
research
Electronics, Healthcare,
expertise toinjected
Healthcare, government into
Energy, IT,
aamould
IT, Oil
agencies
Oil and
or diesuch
and at Gas,
high
Gas, etc.
as Malaysia
pressure
etc. He
He tohas
formalso
Digital
has Economyprovided
a casting
also of
provided the his
Corporation
same
his marketSdn
shape
market
years. He
Electronics,
experience has been
Healthcare,
in market involved Energy,
research, in havingmultitude
IT, Oil and
started of industries
Gas,
hisascareer etc. covering
He
at Frost has Automotive,
also
& Economy provided
Sullivan where Construction,
his market
he spent 7
research
Bhd, expertise
Malaysia Debtto ofgovernment agencies such Malaysia Digital Corporation Sdn
toVentures Berhad and Malaysia as Technology Development Corporation Sdn
research expertise
Electronics, to
Healthcare, theEnergy,
governmentmould used.
agencies
IT, Sand
Oil casting
such
and as
Gas, involves
Malaysia Hepouring
etc. covering Digital
has molten
Economy
also metal into
his amarket
Corporation
provided mould
Sdn
research
years. He expertise
has been government
involved in a agencies
multitude such
of Malaysia
industries Digital Economy
Automotive, Corporation
Construction, Sdn
Bhd,
Bhd.
Bhd, Malaysia
Malaysia Debt
Debt Ventures
created
Ventures byBerhad
compacting
Berhad and sand
Malaysia around Technology
a pattern or Development
model of the Corporation
final product Sdn (the
research
Bhd,
Metal
Bhd.
expertise
Malaysia
casting
Electronics, Debttopattern
Healthcare, government
Ventures Energy, Berhad
is removed IT, and
agencies
and
Oil Malaysia
afterand
such
Malaysia
the Gas,
as Technology
Malaysia
Technology
sand etc. HeDigital
is compacted
Development
has Economy
Development
also
to
Corporation
Corporation
provided
allow molten his metal marketSdn
Sdn
to be
Bhd.
Bhd,
Bhd. Malaysia
We have Debttopoured
prepared Ventures
this report Berhad anand Malaysia as Technology Development Corporation Sdn
research expertise government into in agencies
the independent
mould). such Investment and objective
Malaysia Digital
casting manner
involves and
Economy havea taken
Corporation
creating Sdn
three
Bhd.
We
Bhd, have
adequate prepared
care
Malaysia to
Debt this
ensure
Ventures report
the
dimensional in
accuracy
Berhad
(“3D”) anand
waxindependent
and completeness
Malaysia
version of and
Technology
the final objective
of the
product manner
report.
Development
and We and
believe have
Corporation
subsequently that
dipping taken
this
Sdn
the
We
We have prepared
have care
prepared this report
this report in an
in an and independent
independent and objective
and objective manner
manner and
and have
have taken
taken
adequate
report
Bhd.
adequatepresents
care to
toa ensure
balanced
wax
ensure the
product
the and accuracy
fair
into
accuracy view of
a ceramic
and completeness
the industry
suspension
completeness that of
within
of thethe
hardens
the report. We
boundaries
over the
report. We believe
wax and
believe that
limitations
structure.
that this
The
this
We have prepared this report in an independent and
adequate care to ensure the accuracy and completeness of the report. We believe that this objective manner and have taken
report
of presents
secondary a balanced
ceramic
statistics, and
primary fair
is heated view
research of
to remove the industry
the wax, within thus the
creating boundaries
a ceramicand limitations
mould. Molten
report
adequate
report
We presents
care
presents
have to
prepareda
a balanced
ensure
balanced the
this primary and
and
report fair
accuracy
fair
in view
viewand
an ofand
of the
the
independent
continued
industry
completeness
industry and
industry
within
of the
within
objectivethe movements.
boundaries
thereport.
manner We and
boundaries Our
and
believe
and research
limitations
that
limitations
have this
taken
of
has
of secondary
been
secondary statistics,
conducted metal
statistics,to is
present
primary
poureda research
viewinto
research
the
of and
themould,
and continued
overall and
continued
upon
industry industry
cooling
and
industry movements.
down,
may not
movements.
the Our
ceramic
necessarily
Our research
mould
reflect
research
is
report
of
adequatepresents
secondary toa balanced
carestatistics,
ensure and
primary
the fair viewand
research
accuracy ofandthe industry within
continued
completeness industry
of the thereport.
boundaries
movements. and
Ourlimitations
Wenecessarily
believe research
that this
has
the been conducted
performance destroyed
of to to present
individual to remove
a view
companies the
of metal
the casting.
overall
in overall
this industry
industry. Weand aremay notnot reflect
has
of
has been
secondary
been
report conducted
statistics,
conducted
presents to
a balanced present
primary
present a
a view
research
view
and companies
fair view of
ofofthe
and
the the continued
overall
industry industry
industry
within and
industry
and
the may
may notresponsible
not
movements.
boundaries necessarily
necessarily
and
for
research the
reflect
Ourlimitations
reflect
the
the performance
decisions and/
performance orof
of individual
actions
individual of the readers
companies in
inof this
this
this industry.
report.
industry. We
This
We are
report
are not
not responsible
should
responsible also for
not
for the
be
the
has
the
of been
secondaryconducted
performance statistics,to
ofactions
Metal present
individual
primary
stamping aresearch
view
companies of the
involves in
and overall
this
continued
producing industry
industry.
stamped Weand
industry
metalaremay notnotfrom
movements.
parts necessarily
responsible
Our
sheet reflect
for
research
metal. the
In
decisions
considered
decisions and/
as
and/ aor
orrecommendation
actions of
of the
the readers
to buy
readers of
or
of this
not
this report.
to buy
report. This
the
This report
shares
report should
of any
should also
company
also not
not be
or
be
the
Metal
has performance
decisions and/ orofactions
stamping
been conducted individual
particular,
to present companies
of stamped
the
a viewreaders
metal
of theinparts
this
ofoverall
this industry.
are report.
largely
industry We
This
usedand are
inreport
the
may not responsible
should
electrical
not and
necessarily for
alsoelectronics
not the
be
reflect
considered
companies.
considered as
as a recommendation to buy or not to buy the shares of any company or
decisions
considered
the as a
and/
performance
companies.
recommendation
aorof actions
recommendation
(“E&E”),
individual of the
machinery
companiesto
toandbuy
readers inor
ofthis
buyequipment
or not
this to
notindustry.
to
(“M&E”)buy
report.
buy as the
This
the
We wellshares
report
shares
are not of
of
as automotive any
should company
also for
any industries.
responsiblecompany not the or
be
or
companies.
considered
companies.
decisions and/ as aorrecommendation
actions of the readers to buy or not to
of this buy This
report. the sharesreport of any company
should also not be or
companies.
considered as a recommendation to buy or not to buy the shares of any company ora
Surface engineering refers to a wide range of technologies (generally via
Thank you. plating process) that are used to modify the surface properties of metallic or non-
companies.
Thank you.
you.
Surface
Thank engineering
Thank you. metallic components for both decorative and/or functional purposes. Examples of
Thank you. surface engineering include improving corrosion resistance to prolong component
Yours sincerely, life or providing special properties such as non-stick surfaces.
Thank
Yours you.
sincerely,
Yours
Yours sincerely,
sincerely, Heat treating involves the heating and cooling of metal to various temperatures
Yourstreatment
Heat sincerely, to alter its physical and mechanical properties.
Yours sincerely,
SEOW CHEOW SENGForging generally involves applying physical force to alter the physical shape of a
Forging
SEOW
Managing
SEOW CHEOW SENGmetal to a desired form. Forging is mainly used in the manufacturing iron and
Director
CHEOW SENG
SEOW CHEOW
Managing SENG
Director
Managing
SEOW Director
CHEOW
Managing SENG
Director 127 1
Managing Director
SEOW CHEOW SENG
Managing Director
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Segment Description
1.0 Segment
Introduction to the Engineering SupportingDescription Industry
steel products.
steel products.
The engineering supporting industry (“ESI”) mainly involves the manufacture of metal products that are
later used to produce various end products. In accordance to the Malaysian Investment Development
Metal fabrication generally involves the process of creating metal structures from
Authority (“MIDA”), theMetal fabricationofgenerally
segmentation the ESI ininvolves the
Malaysia is process of creating metal structures from
as follows:
metal materials via cutting, bending, welding, machining, forming and assembly
metal materials via cutting, bending, welding, machining, forming and assembly
Metal
Figure fabrication to create
1 : Segmentation theESI
of the final product. End products can range from small simple household
Metal fabrication to create the final product. End products can range from small simple household
items to large complex metal structures used in the construction industry or on oil
items to large complex metal structures used in the construction industry or on oil
Segment drilling platforms. Description
drilling platforms.
Sources: MIDA and Protégé Associates
Moulds and dies are generally used in the Sources: MIDA and
manufacturing Protégé During
industries. Associates
the
The ESI produces and casting
suppliesprocess,
intermediate metal
molten products
metal to
or other both the
liquid M&E industry as well as to other
The ESI produces and supplies intermediate metal products to both thesubstances
M&E industry areaspoured
well as into the
to other
end-user markets. These intermediate
mould metal
or die. Once the products are utilised
molten metal in the solidifies,
or substance production theof various finished
end-user markets. These intermediate metal products are utilised in the production ofend product
various with
finished
products
Moulds by dies
both these end-user markets. Themould
relationship
or die isbetween
formed.the TheESI
endand its user industries are
productsand
by both thesethe same shape
end-user of the
markets. The relationship between the ESI andproduct
its useris then removed
industries are
depicted in Figure 2. from the mould or die. Mould or die casting is particularly suitable for series and
depicted in Figure 2.
mass production of components as the metal moulds or dies can reused for all of
Figure 2: ESI and User the Industries
same components.
Figure 2: ESI and User Industries
Metal stamping involves producing stamped metal parts from sheet metal. In
Source: Protégé Associates
Metal stamping particular, stamped metal parts are largely used in the Source: Protégé
electrical Associates
and electronics
The M&E industry can (“E&E”),
be segmented into and
machinery power generating
equipment M&E, as
(“M&E”) metalworking
well as machinery,
automotive specialised
industries.
The M&E industry can be segmented into power generating M&E, metalworking machinery, specialised
process M&E, and general industrial M&E components and parts. The M&E industry utilises intermediate
process M&E, and general industrial M&E components and parts. The M&E industry utilises intermediate
metal products in the production of various machinery
Surface engineering refers to aand equipment.
wide range ofThese machinery(generally
technologies and equipment
via a
metal products in the production of various machinery and equipment. These machinery and equipment
are in turn, supplied toplating
customers such that
process) as the
areautomotive,
used to aerospace,
modify the E&E,properties
surface and oil andofgas industries.
metallic or non-
are in turn, supplied to customers such as the automotive, aerospace, E&E, and oil and gas industries.
Surface engineering
Other users metallic components
of the intermediate metal productsfor both decorative
produced by theand/or functional
ESI include purposes. Examples
semiconductor, of
life science
Other users of the intermediate
surface metal products
engineering produced
include by the
improving ESI include
corrosion semiconductor,
resistance to prolong life science
component
and medical technology, E&E, computer and computer peripherals, oil and gas, automotive, aerospace
and medical technology, E&E, computer
lifeindustries.
or providing and computer
special properties peripherals, oil andsurfaces.
such as non-stick gas, automotive, aerospace
and telecommunications
and telecommunications industries.
Heat treating involves the heating and cooling of metal to various temperatures
Heat treatment
to alter its physical and mechanical properties.
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 2 iron and
2
129 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 3 iron and
130 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
The
The outlook
outlook of of the
the life
life sciences
sciences and and medical
medical technology
technology industry
industry is is expected
expected to to remain
remain bright,
bright, supported
supported
by an ageing
1.0an ageing
by population
Introduction
population and
toand healthcare
the healthcare
Engineering reforms requiring
Supporting
reforms requiring increased
increased need for healthcare and
Industry need for healthcare and medical
medical
products. The
products. The United
United Nation
Nation has has estimated
estimated that that there
there were
were 727 727 million
million persons
persons agedaged 65 65 years
years and
and over
over
The
in engineering supporting industry (“ESI”) mainly involves the manufacture of metal products that are
in the
the world
world in in 2020.
2020. This
This figure
figure is is projected
projected to to double
double to to 1.5
1.5 billion
billion inin 2050.
2050.
later used to produce various end products. In accordance to the Malaysian Investment Development
Authority
2.4 (“MIDA”), thethe
Overview segmentation of the ESI in Malaysia is as follows:
2.4 Overview of of the Global
Global Instrumentation
Instrumentation Industry Industry
Figure 1 : Segmentation
Instrumentation of the ESI
Instrumentation refers to test and measurement equipment that
refers to test and measurement equipment that isis used
used toto measure,
measure, analyse,
analyse, test test and
and
record
record electrical data. The equipment generates electrical signals and capture responses from the
electrical data. The equipment generates electrical signals and capture responses from the
Segment
devices being tested
tested in in order
order to to test
test for
for any
any faults
faults and
and to toDescription
ensure that that the
the device
device is is functioning
functioning properly.
properly.
devices being ensure
Common
Common test test and
and measurement
measurement equipment equipment includeinclude oscilloscopes,
oscilloscopes, frequency
frequency counters,
counters, and and spectrum
spectrum
analysers.
analysers. Moulds and dies are generally used in the manufacturing industries. During the
casting process, molten metal or other liquid substances are poured into the
Significant improvements
Significant improvements mould in or
in die. Once the
technology
technology and molten
and metal or substance
industrialisation
industrialisation are key
are key solidifies,
factors in
factors inthetheend
the product
growth
growth of with
of the
the
Moulds and
instrumentation dies industry,the same
as test shape
and of the
measurement mould or die
equipment is formed.
are The
widely
instrumentation industry, as test and measurement equipment are widely used to test for performance end
used product
to test is
forthen removed
performance
and
and for
for defects duringfrom
defects during the mould or
manufacturing
manufacturing of die.
of Mould or die and
semiconductors
semiconductors casting
and is particularly
consumer
consumer electronics
electronicssuitable
as for series
as well
well as and
as during
during
regular maintenance of aircrafts. The outlook of the instrumentation industry moving forward of
regular maintenance mass
of production
aircrafts. The of components
outlook of theas the metal
instrumentation moulds or dies
industry can reused
moving for
forward all is
is
anticipated to
anticipated remain the
to remain samein
positive
positive incomponents.
light of
light of its
its wide
wide range
range of of end-users
end-users and and technological
technological advancements
advancements
such
such as
as 5G
5G and
and the
the Internet
Internet of of Things
Things (“IoT”).
(“IoT”). In In 2020,
2020, the the industry
industry was was valued
valued at at USD24.3
USD24.3 billion.
billion. The
The
industry is anticipated to grow by a CAGR of 3.7% from USD26.0 billion in 2021 to reach USD30.1control
industry is anticipated Machining
to grow by generally
a CAGR of involves
3.7% the
from use
USD26.0 of advanced
billion in computer
2021 to reachnumerical
USD30.1 billion
billion
in 2025.
in 2025. (“CNC”) machines to produce high-precision parts or components, of which the
fabricated parts have manufacturing tolerances as low as one to five micrometre.
2.5
2.5 Overview of Advanced
Overview of the GlobalCNC
the Global machinesIndustry
Aerospace
Aerospace are also capable of multi-axis machining, in which
Industry
Machining machining tools can move in four or more directions to manufacture complex
The
The aerospace
aerospace industry
industrypartsrefers
refers to
to the
the research
and components. research and development
and greatly
This has development
expanded and
andthemanufacturing
manufacturing
range of products of
of aircrafts,
aircrafts,
that can
including commercial
including commercial be and military
and produced. aircrafts,
military aircrafts,
Examples and other
andofother related
relatedparts
precision aviation
aviation machinery
machinery and
or components and equipment.
equipment.
that can be
Aerospace
Aerospace systems
systems are complex
complex and
aremanufactured precise
andusing
precise CNC and
and the
the finished
machinesfinished
includeproducts
shafts,can
products can
pins,be made
made up
be brushes, of
of numerous
upjigs numerous
and parts
components
components and and piece-parts.
found inIt
piece-parts. is
is also
It hard
also a
a highly-competitive
disk highly-competitive
drives. industry as
industry as a
a result
result ofof technological
technological progress.
progress.
The
The aerospace
aerospace industry
industryThis endured
endured a
a difficult
difficult year in
in 2020
2020 as
yearfoundries, asdiethe COVID-19
thecasting,
COVID-19 pandemic led
led to
pandemic injection to aa decline
decline in
in
segment includes magnesium moulding
the commercial aerospace
the commercial aerospace sector due
sector due toand to significantly
significantly decreased passenger traffic. As a result, the
(Thixomoulding©) investmentdecreasedcasting. In passenger
foundries, traffic.
metalAsisameltedresult, into
the
industry
industry declined
declined from USD342.4
fromliquid
USD342.4 billion in 2019
2019 to to USD332.3 billion in 2020.
2020.toHowever, on-going global
form billion
and is in subsequently USD332.3
poured billion
into a inmould However,
produce aon-going specific global
metal
recovery
recovery from
from COVID-19
COVID-19 and
and continued
continued spending
spending on
on the
the military
military aerospace
aerospace sector
sector is
is expected
expected to
to help
help
part or component. Die casting involves a process whereby molten metal is
the
the industry
industry rebound
rebound moving moving forward. Nevertheless, the
the outlook of the aerospace industry is is expected
injectedforward.
into a mould Nevertheless,
or die at high outlook
pressureoftothe formaerospace
a castingindustry
of the same expected
shape
to
to be
be positive
positive inin the
the future
future as thethe industry continues to
to improve on existing systems to
to produce more
of theasmould industry
used. Sand continues casting improve
involves on existing
pouring systems
molten metal produce
into a mouldmore
technologically
technologically advanced
advanced aircrafts.
aircrafts. As
As such,
such, the industry
the industry is is expected
expected to to recover
recover and and grow
grow at at aa CAGR
CAGR ofof
created by compacting sand around a pattern or model of the final product (the
Metal
5.0% casting
5.0% from
from USD343.3
USD343.3 billion billion 2021
2021 to
to reach
reach USD417.3
USD417.3 billion in 2025.
pattern is removed after the billion
sand isin compacted
2025. to allow molten metal to be
poured into the mould). Investment casting involves creating a three
3.0
3.0 Overview
Overview of the
the ESIESI in
of dimensional in Malaysia
Malaysia
(“3D”) wax version of the final product and subsequently dipping the
The
The Malaysian
Malaysian ESI ESI is wax product
is reliant
reliant on
on export intodemand
export a ceramic
demand as suspension
as the
the industry that
industry exports
exportshardens over to
products
products the
to a wax
a wide structure.
wide range
range of The
of end-
end-
user
user markets, includingceramic
markets, including is heatedlife
semiconductor,
semiconductor, lifetoscience
removeand
science andthemedical
wax, thus
medical creating
technology
technology as awell
as wellceramic
as M&E.
as M&E. mould. theMolten
At the
At same
same
time,
time, growth
growth inin the metal as
the industry
industry asis aapoured
whole into
whole the mould,
generally
generally follows and
follows upon
cyclical
cyclical cooling
trends
trends in down, with
in tandem
tandem the ceramic
with the mould in
the fluctuation
fluctuation is
in
global economic growth destroyed
and to
volatile remove
foreign the metal
currency, casting.
in particular the
global economic growth and volatile foreign currency, in particular the USD which tends to affect export USD which tends to affect export
demand.
demand.
Metal stamping involves producing stamped metal parts from sheet metal. In
The
The cyclical growth
growth trend of
of the ESI
ESI industry can also be partly attributed to the
the cyclical nature
nature of
Metalcyclical
stamping trend
particular, thestamped industry
metalcan partsalsoarebelargely
partlyused
attributed
in the toelectrical cyclical
and electronics of
technology-based
technology-based end-user
end-user markets, notably the semiconductor industry. The constant introduction of
(“E&E”), machinery and equipment (“M&E”) as well as automotive industries. of
markets, notably the semiconductor industry. The constant introduction
new
new or
or improved
improved E&E E&E devices
devices (which
(which mainly
mainly consist
consist of of semiconductors)
semiconductors) has has resulted
resulted in in older
older technology
technology
becoming
becoming obsolete
obsolete at a
a faster
at Surface pace.
pace. This
fasterengineering has
has resulted
This refers resulted in
in the depreciation
therange
depreciation of
of prices of
of older
older model
prices(generally model
to a wide of technologies via a
products to remain competitive
products to remain competitive in the
in thethat marketplace.
marketplace. This downward pressure is passed through the
plating process) are used toThis modifydownward
the surfacepressure
propertiesis passed through
of metallic the
or non-
entire
entire value
value chain
chain of
of the
the semiconductor
semiconductor industry, including
industry, including the the ESI
ESI which
which supplies
supplies various
various parts
parts and
and
Surface engineering metallic components for both decorative and/or functional purposes. Examples of
components.
components. surface engineering include improving corrosion resistance to prolong component
The
The estimated
estimated market
market life size
sizeor(in terms
terms of
providing
(in sales
ofspecial value
value of
sales properties of manufactured
such as non-stick
manufactured products in
in Malaysia)
surfaces.
products Malaysia) and and growth
growth
forecast of the ESI in Malaysia is shown
forecast of the ESI in Malaysia is shown in Figure 3. in Figure 3.
Heat treating involves the heating and cooling of metal to various temperatures
Heat treatment
to alter its physical and mechanical properties.
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 4
4 iron and
131 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Figure
Figure 3:
3: Estimated
Estimated Market
Market Size
Size (in
(in terms
terms of
of sales
sales value
value of
of manufactured
manufactured products
products in
in
Malaysia)
Malaysia)
1.0 and Growth
and Growth
Introduction Forecast
toForecast of the ESI
of the ESI
the Engineering in Malaysia,
in Malaysia,
Supporting 2019-2025
2019-2025
Industry
The engineering
Year supporting industry Market
Year (“ESI”) mainly
Market Size involves
Size (RM
(RM the manufacture of metal
billion)
billion) Growth
Growthproducts
Rate that are
Rate (%)
(%)
later used to produce various end products. In accordance to the Malaysian Investment Development
Authority 2019
2019 7.93
(“MIDA”), the segmentation of the ESI 7.93
in Malaysia is as follows: --
2020
Figure 1 2020
: Segmentation of the ESI 6.23
6.23 -21.4%
-21.4%
2021
2021 7.98
7.98 28.1%
28.1%
Segment Description
2022
2022 8.71
8.71 9.1%
9.1%
2023 Moulds and dies are generally 9.25 used in the manufacturing industries. 6.2% During the
2023 9.25 6.2%
casting process, molten metal or other liquid substances are poured into the
2024
2024 mould or die. Once the molten 10.04 metal or substance solidifies, the end
10.04 8.5%
8.5% product with
Moulds and 2025dies the same shape of the mould
10.78 or die is formed. The end product is
7.4%then removed
2025 10.78 7.4%
from the mould or die. Mould or die casting is particularly suitable for series and
Notes:
Notes: mass production of components as the metal moulds or dies can reused for all of
1. CAGR
1. CAGR (2021-2025)
(2021-2025) the same(base year
year of
(base components. of 2020):
2020): 11.6%;
11.6%;
2. All figures are
2. All figures are rounded;rounded;
3. Figures
3. Figures fromfrom 2020
2020 are
are estimated.
Machining estimated.
generally Figures
Figures from
from the
involves 2021
2021use to
to 2025
2025 are
are projection.
of advanced projection.
computer numerical control
4. The estimated
4. The estimated (“CNC”) market
market size size and
machines growth
to produce
and growth forecast
forecast exclude
high-precision sales
exclude salesparts of
of products
or components,
products from
from metalmetal fabrication
of which the
fabrication
activities which
activities whichfabricated
range from
range frompartssimple household
havehousehold
simple manufacturing items tolerances
items to large-scale
to large-scale as lowmetal
metal fabricated
as one structures
to fivestructures
fabricated micrometre. for
for
skyscrapers
skyscrapers and oil
oil drilling
andAdvanced drilling CNCplatform.
platform.machines are also capable of multi-axis machining, in which
Machining machining tools can move in four or more directionsSource: Source: Protégé
Protégé Associates
to manufacture Associates
complex
The parts and components. This has greatly expanded the range of products that can
The Malaysian ESI has been affected by the growing trend of protectionism (the governmental actions
Malaysian ESI has been affected by the growing trend of protectionism (the governmental actions
and be produced. Examples of precision parts or components that can be
and policies
policies of of protecting
protecting its its domestic
domestic industries
industries from from foreign
foreign competition
competition through through the the implementation
implementation
of manufactured using CNC machines include shafts, pins, brushes, jigs and parts
of tariff,
tariff, import
import quotas,
quotas, products
products standards
standards or or government
government subsidies) subsidies) by by various
various countries,
countries, notably notably the the
trade wars
wars between
between the thefound
US and in hard
and China diskand drives.
Europe. The The trade
trade tension
tension between
between the the countries
countries has has caused
caused
trade US China and Europe.
disruptions
disruptions in in the
the global
global supply
supply chain chain and and trading
trading activities,
activities, leading
leading to to downside
downside risk risk to to the
the global
global
economy. This segment includes foundries, die casting, magnesium injection the moulding
economy. This has been compounded by the COVID-19 pandemic which had further impacted the global
This has been compounded by the COVID-19 pandemic which had further impacted global
economy. In In order
order to (Thixomoulding©)
to curb
curb the spread
spread of and investment
of COVID-19,
COVID-19, casting.around
governments In foundries,
the world,
world, metal is melted
including into
Malaysia,
economy. the governments around the including Malaysia,
have liquid form and is subsequently poured into a mould the to produce a specific metal
have imposed multiple travel and movement restrictions. This has affected the global supply chain and
imposed multiple travel and movement restrictions. This has affected global supply chain and
led part or component. Die casting involves a process whereby molten metal is
led to
to shortage
shortage of of supplies,
supplies, delaysdelays from from suppliers
suppliers to to customers,
customers, and and an an increase
increase of of raw
raw material
material prices
prices
and logistic costs. As injected
the end-user into amarkets
mould or of die
the atESIhigh
in pressure
Malaysia to
are form
part aofcasting
the of thesupply
global same chain,
shape
and logistic costs. As the end-user markets of the ESI in Malaysia are part of the global supply chain,
they areare sensitive
sensitive to of the mould
to economic
economic cyclesused.and their Sandperformance
their casting involves pouring
is affected
affected by themolten
the current metal into a mould
conditions in the
the
they cycles and performance is by current conditions in
global economy. As created
such, any byadverse
compacting impact sand on around
the a pattern
global economy, or model such ofasthe tradefinalprotectionism
product (the
global economy. As such, any adverse impact on the global economy, such as trade protectionism
Metal casting
policies pattern is removed after the sand on is compacted to allow molten metal to be
policies and
and pandemics,
pandemics, is is likely
likely to to have
have a a negative
negative impactimpact on the the Malaysian
Malaysian ESI. ESI.
poured into the mould). Investment casting involves creating a three
In the short term (2021-2022),
In the short term (2021-2022), dimensional growth
(“3D”)
growth of the
of wax
the ESIESI is
version likely
of the
is likely to
to bebe
final affected by
productbyand
affected the global
global economic
thesubsequently economic outlook
dipping
outlookthe
for 2021 and
for 2021 and 2022. The2022. The International
wax International
product into aMonetary Monetary Fund
ceramic suspension (“IMF”)
Fund (“IMF”) is projecting
thatishardens
projecting overthethe global
the global economy
wax structure.
economyThe to
to
register a
register a growth
growth of of 6.0%
6.0%
ceramic in 2021
in 2021 and 4.4%
is heated
and 4.4% in 2022.
to remove
in 2022.the Thewax,
The growing
growing availability
thus availability
creating a of of COVID-19
ceramic
COVID-19 mould.vaccines
Molten
vaccines is
is
expected
expected to to underpin
underpin globalmetal economic
global is pouredrecovery,
economic into the which
recovery, mould,will
which and
will promote the
the recovery
upon cooling
promote down,of
recovery ofthethe ESI
ESI in
theceramic in Malaysia.
mould is
Malaysia.
In the
In the medium
medium to longdestroyed
to long term (2023-2025)
term
to removethe
(2023-2025) theESI
the ESI
metal casting. is likely to experience cyclical growth due
in Malaysia
in Malaysia is likely to experience cyclical growth due
to
to fluctuations in the global economy and a volatile foreign
fluctuations in the global economy and a volatile foreign currency
currency exchange
exchange that that are are expected
expected to to
continue Metal stamping involves producing stamped metal parts from sheet metal. In
continue impacting the export demand for the intermediate metal products from the ESI in
impacting the export demand for the intermediate metal products from the ESI in Malaysia.
Malaysia.
Metal
Growth stamping
of thethe ESIESI is isparticular,
likely to to stamped
be driven
driven metalby parts
factorsaresuch largely
such as used in the electrical
technological advancements, and electronics
strong
Growth of likely be by factors as technological advancements, strong
government support (“E&E”),
towards themachinery
M&E and equipment
industry and end-user (“M&E”)
markets, as well
the as automotive
global ageing industries. The
population.
government support towards the M&E industry and end-user markets, the global ageing population. The
ESI
ESI inin Malaysia
Malaysia is is expected
expected to to grow
grow from from RM6.23
RM6.23 billionbillion in in 2020
2020 to to RM10.78
RM10.78 billionbillion in in 2025,
2025, at at aa CAGR
CAGR
of 11.6% for the
of 11.6% for the period. period. Surface engineering refers to a wide range of technologies (generally via a
plating process) that are used to modify the surface properties of metallic or non-
3.1
3.1 Competitive
Competitive metallic
Surface engineering Analysis
Analysis components for both decorative and/or functional purposes. Examples of
The ESI in Malaysia can be characterised include
The ESI in Malaysia surface
can be engineering
characterised by
by a improving
a highly
highly competitive
competitivecorrosion resistance
landscape
landscape to prolong
whereby
whereby component
industry
industry players
players
compete fiercely against life or
one providing
another special
to gain properties
market such
share.
compete fiercely against one another to gain market share. These is an estimated of approximately as non-stick
These is an surfaces.
estimated of approximately
2,000 market
2,000 market players
players (Source:
(Source: MIDA) MIDA) comprising
comprising of of domestic
domestic players players and and foreign
foreign companies
companies
establishing
establishing manufacturing
manufacturing Heat basestreating
bases in
in involves the heating and cooling of metal to various temperatures
Malaysia.
Malaysia.
Heat treatment
to alter its physical and mechanical properties.
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 5
5 iron and
132 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Coraza
Coraza is is an
an engineering
engineering support
support services
services provider
provider principally
principally involved
involved in in the
the manufacturing
manufacturing of
of sheet
sheet
metal
1.0 parts
metal parts and precision
Introduction
and precision machined
to machined components.
the Engineering For
Supporting
components. the purpose
Industry
For the purpose of
of this report, Protégé Associates has
this report, Protégé Associates has
used the
used the following
following criteria
criteria when
when selecting
selecting industry
industry players
players inin Malaysia
Malaysia forfor comparison
comparison with
with Coraza:
Coraza:
The engineering supporting industry (“ESI”) mainly involves the manufacture of metal products that are
later usedInvolved
Involved in
in the
to produce production
thevarious
production of
of sheet
sheet metal
end products. metal parts
parts and
and precision
In accordance precision machined components;
machinedInvestment
to the Malaysian components;
Development
Authority (“MIDA”),
Cater the segmentation of the ESI in Malaysia is as follows:
Cater to semiconductor/E&E as well as the life science and medical technology end-user
to semiconductor/E&E as well as the life science and medical technology end-user
markets;
Figure 1markets; and
: Segmentation
and of the ESI
Registered
Registered an an annual
annual turnover
turnover of of between
between RM80 RM80 million
million and and RM250
RM250 million
million based
based on on the
the latest
latest
Segmentpublicly available
available financial
financial information
information (The (The threshold Description
threshold is selected
selected based
based on on Protégé
Protégé Associates’
Associates’
publicly is
study
study onon the
the list
list of
of companies
companies in in the
the ESIESI in in Malaysia
Malaysia and and their
their financials).
financials).
Moulds and dies are generally used in the manufacturing industries. During the
The above
The above criteria
criteria arearecasting
used to
used to narrowmolten
narrow
process, down metal
down the list
the listor of
ofother
industry
industry players
liquidplayers
substances that are
that can poured
can be selected
be selected for
for
into the
comparison
comparison with with Coraza.
Coraza. mouldThe
The or criteria
criteria are
are used
die. Once used in
in order
the molten ordermetal to
to select
select industry
industry players
or substance players
solidifies,that
theare
that enddeemed
are productto
deemed be
towith
be
more
more similar
Mouldssimilar
and diesto Coraza
to Corazathe in terms
in same
termsshape of upcoming
of upcoming
of the mould revenue,
revenue, or die type
type of products
of products
is formed. The andand principal
end principal activities.
product isactivities.
then removed After
After
taking into
taking into consideration
consideration fromthethe
the above
abovemould criteria,
criteria,
or die. Protégé
Protégé Associates
MouldAssociates
or die casting has selected
has selected five industry
five
is particularly industry players
suitableplayers
for seriesnamely
namely
and
Alpha
Alpha Precision
Precision Turning
Turning mass and
and Engineering
Engineering
production Sdn
Sdn Bhd
of components Bhd (“Alpha”),
(“Alpha”),
as the metal Frencken
moulds Mechatronics
Frencken Mechatronics
or dies can reused (M)
(M) Sdn Sdn Bhd
Bhd
for all of
(“Frencken”),
(“Frencken”), Kobay Kobay Technology
Technology Berhad
Berhad (“Kobay
the same components. (“Kobay Technology”),
Technology”), Synturn Synturn (M) (M) Sdn
Sdn BhdBhd (“Synturn”)
(“Synturn”) and and
UWC
UWC Berhad
Berhad (“UWC”)
(“UWC”) for for comparison
comparison purposes. purposes. It It needs
needs to to bebe highlighted
highlighted that that the
the list
list ofof industry
industry
players used
players used forfor comparison
comparison purpose purpose is is not
not exhaustive.
exhaustive. These These market
market players
players cater
cater to to aa wide
wide range
range of of
Machining generally involves the use of advanced computer numerical control
end-user
end-user markets
markets andand maymay not
not entirely
entirely be
be the
the same
same as
as Coraza.
Coraza.
(“CNC”) machines to produce high-precision parts or components, of which the
Alpha
Alpha Precision
Precision Turning
Turning fabricated
and parts have manufacturing
and Engineering
Engineering Sdn
Sdn Bhd Bhd tolerances as low as one to five micrometre.
Advanced CNC machines are also capable of multi-axis machining, in which
Alpha is
Alpha is principally
principally involved
involved in in the
the manufacture
manufacture and and sale
sale of of engineering
engineering and and precision
precision metal
metal turned
turned parts.
parts.
Machining machining tools can move in four or more directions to manufacture complex
Alpha’s
Alpha’s end-user
end-user markets
markets include
include the
the E&E,
E&E, life science
lifeThis
science and
and medical
medical technology,
technology, aerospace,
aerospace, automotive,
automotive,
parts and components. has greatly expanded the range of products that can
oil
oil and
and gas gas as
as well
well as
as the
the textile machinery industries.
be textile
produced. machinery industries.
Examples of precision parts or components that can be
Frencken Mechatronics
Frencken Mechatronics (M) Sdn Bhd manufactured
(M) Sdn using
Bhd CNC machines include shafts, pins, brushes, jigs and parts
found in hard disk drives.
Frencken
Frencken is is principally
principally involved
involved in in the
the manufacture
manufacture of of machined
machined parts parts and
and components
components for for the
the electrical
electrical
and electronics industries,
and electronics industries, semiconductor industrial machinery equipment, aerospace industry, medical
This semiconductor
segment includes industrial machinery
foundries, equipment,
die casting, aerospaceinjection
magnesium industry,moulding
medical
equipment industry, environmental
equipment industry, environmental equipment,
equipment, professional
professional casting. machines
machinesInand and other solar
other solar energy
energy equipment
equipment
(Thixomoulding©) and investment foundries, metal is melted into
and machineries.
and machineries.
liquid form and is subsequently poured into a mould to produce a specific metal
Kobay Technology
Kobay Technology Berhad part or component. Die casting involves a process whereby molten metal is
Berhad
injected into a mould or die at high pressure to form a casting of the same shape
Kobay
Kobay is is currently
currently listed
listed on the Main Market of
of Bursa Malaysia Securities Berhad. It It is
is an investment
of onthethe mould Mainused.Market Sand Bursa
castingMalaysia
involvesSecurities
pouring Berhad.
molten metal anintoinvestment
a mould
holding company
holding company whilewhile principal
principal activities
activities of of itsits subsidiaries
subsidiaries include include manufacture
manufacture of of metal
metal works works and
and
created by compacting sand around a pattern or model of the final product (the
Metal casting
structures,
structures, modules
modules and and parts
partsisfor oil
oil and
forremoved gas
gas production
and after production and extraction
extractiontoequipment, manufacture of
pattern the sand isand compacted equipment,
allow molten manufacture
metal to be of
semiconductor
semiconductor assemblyassembly and testing
and testing equipment,
equipment, manufacture of precision moulds and parts, precision
poured into the mould).manufacture Investment of precision
casting moulds
involvesand parts, precision
creating a three
plating and
plating and surface
surface treatment
treatment and and manufacture of of precision
precision metal metal stamping, sheet sheet metal
metal and and die die casting
casting
dimensional manufacture
(“3D”) wax version of the final stamping,
product and subsequently dipping the
parts.
parts. wax product into a ceramic suspension that hardens over the wax structure. The
Synturn (M)
Synturn (M) Sdn
Sdn BhdBhdceramic is heated to remove the wax, thus creating a ceramic mould. Molten
metal is poured into the mould, and upon cooling down, the ceramic mould is
Synturn is
Synturn is principally
principally destroyed
involved in
involved in the manufacturing
the
to remove manufacturing
the metal casting. of precision
of precision machine
machine parts parts andand other
other related
related
materials.
materials. Synturn’s
Synturn’s end-user
end-user marketsmarkets includeinclude the the imaging
imaging and and printing,
printing, domestic
domestic appliances,
appliances, consumer
consumer
electronics,
electronics, data data storage,
storage, machinery,
machinery, automotive systems systems and telecommunications industries.
Metal stampingautomotive
involves producing and telecommunications
stamped metal parts from industries.
sheet metal. In
Metal
UWC stamping
Berhad
UWC Berhad particular, stamped metal parts are largely used in the electrical and electronics
(“E&E”), machinery and equipment (“M&E”) as well as automotive industries.
UWC
UWC is is currently
currently listed
listed on on the
the Main
Main Market
Market of of Bursa
Bursa Malaysia
Malaysia Securities
Securities Berhad.
Berhad. It It is
is anan investment
investment
holding company while
holding company whileSurface principal activities
principalengineering of
activities ofrefers its subsidiaries
its subsidiaries include provision of precision sheet metal
to a wide range of technologies (generally metal
include provision of precision sheet via a
fabrication and value-added
fabrication and value-added assembly services and provision of precision machined components. UWC’s
platingassembly
process) services
that are and usedprovision
to modifyofthe precision
surfacemachined
propertiescomponents.
of metallic or UWC’s
non-
end-user markets
end-user markets include
include the the semiconductor, life life sciences
sciences and and medical technology,
technology, telecommunications
telecommunications
Surface engineering metallic semiconductor,
components for both decorative medicaland/or functional purposes. Examples of
and
and M&E
M&E industries.
industries. surface engineering include improving corrosion resistance to prolong component
life or providing special properties such as non-stick surfaces.
Heat treating involves the heating and cooling of metal to various temperatures
Heat treatment
to alter its physical and mechanical properties.
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 6
6 iron and
133 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Figure
Figure 4: 4: Comparison
Comparison between between CorazaCoraza and and Selected
Selected Industry
Industry Players
Players in in the
the ESI
ESI in
in Malaysia
Malaysia
1.0IndicatorIntroduction to
Coraza the Engineering
Alpha Supporting
Frencken Industry
Kobay Synturn UWC
Indicator Coraza Alpha Frencken Kobay Synturn UWC
Information
The engineering supporting31
Information 31industry (“ESI”) 31
31 mainly involves31
31 the30 June
30manufacture
June 30
30of June 31 July
metal products
June 31 July
that are
from
from FYE
later FYE
used to produce December
various end
December December December
products. InDecember
December accordance to the 2020
2020 2020
Malaysian Investment
2020 2020
Development
2020
2020
Authority (“MIDA”), the segmentation
2020 2019
of
2019 2019 is as follows:
the ESI in Malaysia
2019
Revenue
Revenue 83,686
83,686 84,708
84,708 136,329
136,329 197,52433
197,524 156,842
156,842 219,050
219,050
Figure
(RM’000) 1 : Segmentation of the ESI
(RM’000)
Profit
Profit before
before 10,500
10,500 5,005
5,005 2,589
2,589 33,755
33,755 17,283
17,283 72,629
72,629
Segment
Tax (RM’000)
(RM’000) Description
Tax
Profit after
Profit after Tax
Tax 8,016
8,016 3,953
3,953 2,605
2,605 24,101
24,101 13,345
13,345 57,764
57,764
(RM’000) Moulds and dies are generally used in the manufacturing industries. During the
(RM’000)
Profit casting process, 5.9 molten metal 1.9 or other liquid
17.1 substances are poured33.2 into the
Profit before
before 12.5
12.5 5.9 1.9 17.1 11.0
11.0 33.2
Tax Margin 1
1 mould or die. Once the molten metal or substance solidifies, the end product with
Tax Margin
Moulds
(%) and dies the same shape of the mould or die is formed. The end product is then removed
(%)
Profit after
after Tax
Tax from9.6the mould or4.7 die. Mould or 1.9die casting12.2is particularly 8.5
12.2 suitable for series
26.4 and
Profit 9.6 4.7 1.9 8.5 26.4
Margin 2
2 (%) mass production of components as the metal moulds or dies can reused for all of
Margin (%)
Notes: the same components.
Notes:
1. The
1. The above
above figures
figures (which
(which are
are based
based on on the
the latest
latest available
available audited
audited financial
financial information)
information) only
only provide
provide
an
an indication
indication andMachining
and are not generally
are not consideredinvolves
considered directly the
directly use of as
comparable
comparable advanced
as not
not all computer carry
all companies
companies numerical
carry out control
out activities
activities
which are
which (“CNC”)similar
are completely
completely machines
similar to each
to eachtoother
produce
other in high-precision
or in
or the same
the parts orarea;
same geographical
geographical components, of which the
area;
2. The list of fabricated
industry players parts
is not have manufacturing tolerances as low as one to five micrometre.
exhaustive;
2. The list of industry players is not exhaustive;
1 Advanced CNC machines are also capable of multi-axis machining, in which
1 Profit before Tax Margin = Profit before Tax / Revenue
Profit before Tax Margin
Machining
2 machining= Profit
toolsbefore
can Tax
move / Revenue
in four or more directions to manufacture complex
2 Profit after Tax Margin = Profit after Tax / Revenue
3
Profit after Tax Margin
parts = Profit
and after
components.Tax / Revenue
This has greatly expanded the million
range of products that can
3 Includes revenue
Includes revenue generated
generated from
from property
property development
development division
division of RM12.0
of RM12.0 million
Sources: be produced. Examples of precision parts or components that can and be
Sources: Coraza,
Coraza, Companies
Companies Commission
Commission of of Malaysia,
Malaysia, Annual
Annual Reports
Reports of of Kobay
Kobay and
and UWC,
UWC, and
manufactured using CNC machines include shafts, pins, brushes, jigs and parts
Protégé Associates
Associates
Protégé
found in hard disk drives.
3.2
3.2 Coraza’s Market
Coraza’s Market Share
Share Analysis
Analysis
For This segment includes foundries,of die casting, magnesium injection moulding
For FYE
FYE 3131 December
December 2020,
2020, Coraza
Coraza generated
generated revenue
revenue of RM83.7
RM83.7 million,
million, equivalent
equivalent to
to 1.3%
1.3% share
share of
of
the total
total size
size of
of the (Thixomoulding©)
the ESI
ESI in
in Malaysia
Malaysia of and
of RM6.23 investment
RM6.23 billion
billion in casting.
in 2020.
2020. ThisIn
This isfoundries,
is based
based on metal is
on Coraza’s melted
revenueinto
Coraza’s revenue of
the of
RM83.7 liquidmarket
form and is(insubsequently poured into a mould to produce a inspecific metal
RM83.7 million
million against
against the
the market size size (in terms
terms of
of sales
sales value
value of
of manufactured
manufactured products
products in Malaysia)
Malaysia) of
of
the part or component. Die casting involves a process whereby molten metal is
the ESI
ESI in
in Malaysia
Malaysia of
of RM6.23
RM6.23 billion
billion inin 2020.
2020.
injected into a mould or die at high pressure to form a casting of the same shape
4.0
4.0 Demand
Demand Conditions
Conditions
of the mould used. Sand casting involves pouring molten metal into a mould
Figure 5: created by compactingthe sand around a pattern or model of the final product (the
Figure 5: Demand Conditions Affecting
Demand
Metal casting Conditions Affecting the Construction
Construction Industry
Industry in in Malaysia,
Malaysia, 2021-2025
2021-2025
pattern is removed after the sand is compacted to allow molten metal to be
poured into the mould). Investment Short- Medium-
casting involves
Short- Medium- creating a three
Long-Term
Long-Term
Impact
Impact Demand Conditions
dimensional
Demand Conditions
(“3D”) wax version of the final Term Term
product and subsequently
Term Term dipping the
wax product into a ceramic suspension2021-2022 2021-2022 2023-2024
that hardens over 2025
the wax structure.
2023-2024 2025The
+
+ Technological Advancement
ceramic is
Technological Advancement heated to remove the wax, High
thus
High creating a High
ceramic
High mould. High
Molten
High
+
+ Strong Government
metal is Support
poured towards
into
Strong Government Support towards the M&E the the
mould,M&E and uponHigh
cooling
High down,High
the
High ceramic Medium
Medium is
mould
Industry and
Industry and End-User
destroyed
End-User Markets
toMarkets
remove the metal casting.
+
+ Global Ageing
Global Ageing Population
Population and and Healthcare
Healthcare Low
Low Low
Low Low
Low
Reforms
Reforms Metal stamping involves producing stamped metal parts from sheet metal. In
-- stamping
Metal Trade
Trade Protectionism
particular,by
Protectionism by Major
Major Economies
stamped metal parts are largely
Economies Medium
used in the Medium
Medium Low
electrical and electronics
Medium Low
-- COVID-19 (“E&E”),
Disrupting machinery
Global and
Supply
COVID-19 Disrupting Global Supply Chain equipment
Chain (“M&E”) as
Medium
Medium well as automotive
Low
Low industries.
Low
Low
Source: Protégé
Source: Protégé Associates
Associates
Surface engineering refers to a wide range of technologies (generally via a
Technological
Technological Advancement
Advancement
plating process) that are used to modify the surface properties of metallic or non-
Surface
The engineering
advancement in metallic components
technology
The advancement in technology has
has led
led to forincreasing
to an
an both decorative
increasing amountand/or
amount of E&Efunctional
of E&E components
componentspurposes.
being Examples of
being incorporated
incorporated
into both
into both traditional
traditional and surface
and engineering
non-traditional
non-traditional include improving
industries.
industries. As the
As ESIcorrosion
the ESI heavilyresistance
is heavily
is ontothe
reliant on
reliant prolong
the component
performance
performance and
and
growth of
growth of its end-userlifemarkets,
its end-user or providing
markets, the special
the industryproperties
industry is suchto
is expected
expected toasbenefit
non-stick
benefit surfaces.
from
from the rapid
the rapid development
development ofof
technological
technological trends
trends which
which are
are expected
expected toto drive
drive demand
demand forfor semiconductor
semiconductor and and other
other E&E
E&E products.
products.
Some
Some of
of the
the key
key technological trends
Heat treating
technological driving
trendsinvolves the
driving the expansion
the heating andof
expansion the
the semiconductor
ofcooling industry
of metal to various
semiconductor are
are detailed
industrytemperatures
detailed
Heat treatment
below.
below. to alter its physical and mechanical properties.
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 7 iron and
7
134 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 8 iron and
135 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
The
The Government
Government also also regards
regards thethe aerospace
aerospace industry
industry as as one
one thethe key
key industries
industries that
that can
can transform
transform the the
country into a
country Introduction
1.0 high-technology
into a high-technology nation and contribute
nation and Supporting
to the Engineering to
contribute toIndustry the
the overall Malaysian economy. To
overall Malaysian economy. To ensure
ensure
growth of
growth of the
the aerospace
aerospace industry,
industry, thethe Government
Government has has launched
launched the the Malaysian
Malaysian Aerospace
Aerospace Industry
Industry
The engineering
Blueprint
Blueprint 2030
2030 with supporting
with a vision industry
a vision for (“ESI”)
for Malaysia
Malaysia to mainly
to be
be a involves
a leading
leading the East
South
South manufacture
East Asian of metal
Asian nation
nation in products by
in aerospace
aerospace that2030
by are
2030
later
throughused to
variousproduce various
initiatives and end
become products.
an In
integral accordance
part of the to
through various initiatives and become an integral part of the global aerospace industry. the
global Malaysian
aerospace Investment
industry. Development
Authority (“MIDA”), the segmentation of the ESI in Malaysia is as follows:
Global
Global Ageing
Ageing Population
Population and and Healthcare
Healthcare Reforms Reforms
Figure 1 : Segmentation of the ESI
With
With a global ageing population, demand for healthcare and
a global ageing population, demand for healthcare and other
other associated
associated spending
spending has has been
been on on the
the
rise. Healthcare
rise. Segment reforms are also seen across
Healthcare reforms are also seen across the globeDescription the globe to
to provide better healthcare services for the
provide better healthcare services for the
general population.
general population. At At present,
present, thethe population’s
population’s access access to to healthcare
healthcare facilities
facilities and
and treatment
treatment varies
varies
widely around
widely around the the globe,
globe, withwith poor
poor countries
countries seeking
seeking basicbasic infrastructure
infrastructure such
such as as clean
clean water
water and
Moulds and dies are generally used in the manufacturing industries. During andthe
sanitation,
sanitation, whilewhile developed
developed economies
economies have
have abundant
abundant hospitals
hospitals but
but struggle
struggle with
with cost
cost containment.
containment.
casting process, molten metal or other liquid substances are poured into the
With
With anan increasing
increasing older
older demography
demography coupled
coupled with
with more
more healthcare reforms, demand for
for healthcare is
mould or die. Once the molten metalhealthcare
or substancereforms, demand
solidifies, the end healthcare
product with is
likely to
likely to increase
increase and and hence
hence driving
driving more
more demand
demand for for life
life science
science and and medical
medical technology
technology products.
products. ThisThis
Moulds and dies the same shape of the mould or die is formed. The end product is then removed
will in
will in turn
turn drive
drive demand
demand for for the
the ESI
ESI in
in Malaysia.
Malaysia.
from the mould or die. Mould or die casting is particularly suitable for series and
Trade Protectionism
Trade Protectionism by mass production
by Major
Major Economies of components as the metal moulds or dies can reused for all of
Economies
the same components.
There has
There has been
been a a recent
recent rising
rising trend
trend inin trade
trade protectionism,
protectionism, led led my
my major
major economies,
economies, notably
notably thethe US,
US,
China and
China and the
the European
European Union.Union. TheThe trend
trend of of trade
trade protectionism
protectionism has has the
the potential
potential to to adversely
adversely impact
impact
Machining generally involves the use of advanced computer numerical control
global
global trading
trading activities,
activities, posing a
a downside
posingmachines
downside risk
risk toto global
global economic growth.
economic parts
growth. According
According to the
to of IMF,
IMF, the
thewhich the
(“CNC”) to produce high-precision or components, the
protectionism measures
protectionism measures are estimated
are estimated to cost
to cost the global economy
the global economy USD430.0
USD430.0 billion lost in GDP or
or lower
fabricated parts have manufacturing tolerances as low billion
as onelost in GDP
to five lower
micrometre.
global growth
global growth as as much
much as as 0.5%
0.5% by by 2020.
2020. Furthermore,
Furthermore, impact impact of of the
the downside
downside risk may may increase
increase if if the
the
Advanced CNC machines are also capable of multi-axisriskmachining, in which
uncertainties
uncertainties over
over trade
trade protectionism
protectionism are
are prolonged.
prolonged.
Machining machining tools can move in four or more directions to manufacture complex
In Malaysia,
In Malaysia, many
many of parts
of the
the and components.
end-user
end-user markets of
markets ofThis
the has
the ESI greatly
ESI expanded
are sensitive
are sensitive the range
to economic
to economic of products
cycles
cycles arethat
and are
and can
subject
subject
to the conditions of the global economy. As such, the trade protectionism by major economies be
to the conditions of be
the produced.
global Examples
economy. As of
such, precision
the trade parts or components
protectionism by major that can
economies is
is
expected to adverselymanufactured
affect the using
demand CNC
for machines
end-user include
market shafts, pins,
products, brushes,
and
expected to adversely affect the demand for end-user market products, and in turn demand forin jigs
turn and
demand parts
for
intermediate metal
intermediate found from
metal products
products in hard
from thedisk
the ESIdrives.
ESI in Malaysia.
in Malaysia.
COVID-19 Disrupting
COVID-19 Disrupting Global Supply
Global Supply Chain Chain
This segment includes foundries, die casting, magnesium injection moulding
With
With the on-going COVID-19 pandemic still unable to
the on-going COVID-19 pandemic
(Thixomoulding©) still
andunable to be
investmentbe brought under
casting.
brought control,
control, the
In foundries,
under global
globaliseconomy
themetal melted saw
economy into
saw
a contraction
a contraction of of 3.3%
3.3% liquid
in 2020.
in 2020. Inand
formIn particular, advancedpoured
is subsequently
particular, advanced economies contracted
into acontracted
economies mould to by by 4.7% awhile
produce
4.7% while emerging
specific metal
emerging
markets
markets and
and developing
developing nations
part fell
fell by
by 2.2%
or component.
nations 2.2%Die during the
the year.
casting
during According
involves
year. a process
According to
to the IMF,
IMF, while
whereby
the the
the index
molten
while metal for
index is
for
industrial production had recovered
injected into atowards
mould the
or die end
at of 2020,
high the
pressure sharp
to formdecline
a in
casting
industrial production had recovered towards the end of 2020, the sharp decline in industrial production industrial
of the production
same shape
during the
during the year
year had
had led
led to an
of the
to an overall
mould used.
overall weaker performance
Sandperformance
weaker as compared
casting involves
as compared to the
pouring molten
to the metal
previous
previous year.
intoyear. As a
a mould
As a
supporting industry
supporting industry to
to created
the manufacturing
the manufacturing
by compacting sector,
sand
sector, thearound
the declinea in
decline in industrial
pattern production
or model
industrial across
of theacross
production the world
final product
the world
(theis
is
Metal casting
expected
expected to to slow
slow the overall
overall demand
the pattern is removed
demand for ESI
ESI in
for after intheMalaysia.
sand is However,
Malaysia. compactedthe
However, theto impact of
of the
allow molten
impact the COVID-19
metal to be
COVID-19 is
is
expected to diminish over
pouredtime as
into thethepandemic
mould). is brought under
Investment control
casting with the
involves
expected to diminish over time as the pandemic is brought under control with the arrival of COVID-19 arrival of
creating COVID-19
a three
vaccines in
vaccines in 2021.
2021. dimensional (“3D”) wax version of the final product and subsequently dipping the
wax product into a ceramic suspension that hardens over the wax structure. The
5.0
5.0 Supply
Supply Conditions
Conditions
ceramic is heated to remove the wax, thus creating a ceramic mould. Molten
Figure 6: Supply metal is poured
Conditions
Figure 6: Supply Conditions Affecting
Affecting intothetheConstruction
the mould, and upon
Construction cooling
Industry
Industry in down,
in Malaysia,
Malaysia,the 2021-2025
ceramic mould is
2021-2025
destroyed to remove the metal casting.
Short-
Short- Medium-
Medium- Long-Term
Long-Term
Impact
Impact Supply
Supply Conditions
Conditions Term
Termmetal parts Term
Term
Metal stamping involves producing stamped from sheet metal. In
2021-2022
2021-2022 2023-2024
2023-2024 2025
2025
Metal stamping particular, stamped metal parts are largely used in the electrical and electronics
+
+ Expansion (“E&E”),
Expansion within the
within themachinery
ESI
ESI High
High High
High
and equipment (“M&E”) as well as automotive industries. High
High
+
+ Growing
Growing Sophistication
Sophistication of of manufacturing
manufacturing High
High High
High High
High
Technology
TechnologySurface engineering refers to a wide range of technologies (generally via a
+
+ Support
Support from
from the
the Government
plating Government
process) that are used to modify the High
High
surface propertiesHigh
High of metallicHigh High
or non-
-
Surface Downward
- engineering Pricing
Downward metallic Pressure
Pricing Pressure
components from
fromfor Customers
Customers Medium
both decorative Mediumand/or functional Medium
Medium Medium
Medium of
purposes. Examples
surface engineering include improving corrosion resistance Source:
Source: Protégé component
Protégé
to prolong Associates
Associates
life or providing special properties such as non-stick surfaces.
Heat treating involves the heating and cooling of metal to various temperatures
Heat treatment
to alter its physical and mechanical properties.
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 9 iron and
9
136 1
RegistrationNo:
Registration No :202001039065
202001039065(1395386-M)
(1395386-M)
Forging Forging generally involves applying physical force to alter the physical shape of a
metal to a desired form. Forging is mainly used in the manufacturing 10 iron and
137 1
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
9. RISK FACTORS
(a) Customer J, who contributed 46.1%, 37.1% and 44.3% of our revenue for FYE 2018,
2019, and 2020 respectively. We primarily provide Customer J with products for the
semiconductor, instrumentation, and medical & life sciences industries. They have
been our customer since 2008.
(b) Customer A, who contributed 15.8%, 15.4%, and 12.3% of our revenue for FYE
2018, 2019, and 2020 respectively. We primarily provide Customer A with products
for the medical & life sciences industry. They have been our customer since 2002.
(c) Customer P, who contributed 14.9%, 23.3% and 19.2% of our revenue for FYE 2018,
2019, and 2020 respectively. We primarily provide Customer P with products for the
semiconductor, instrumentation, medical & life sciences, and aerospace industries.
They have been our customer since 2005.
Although we enjoy a good working relationship with our major customers, there is no
assurance that we will be able to retain these customers or maintain or increase the level of
business activity that we have with them. We may also be unable to secure new customers in
a timely manner in the event that we do not retain our major customers. Any adverse
changes to the business relationship between our Group and our major customers such as
cancellation of orders or a termination of the relationship may lead to a negative impact on
our operations and financial performance.
Our manufacturing activities are dependent on the supply of skilled workers and production
workers. Although we have automated machinery in our factory, we are still reliant on
production workers. We are also dependent on the supply of skilled workers such as
engineers who are involved in processes such as product design and development and
programming of CNC machinery. In a tight skilled labour market, we face the risk of
competing for our skilled workers among other companies involved in engineering supporting
services. In the event that we are unable to retain or replace them, our business operations
and financial performance may be negatively affected.
The success and achievements of our Group can be attributed to the efforts of our Directors
and key management, who are directly involved in developing our business strategies and
managing our operations. As such, we believe that the continued success of our Group is
reliant on their performance and our ability to retain them. Additionally, we operate in an
industry that is constantly growing and developing and it is important that we attract and
retain knowledgeable key management who are able to keep abreast with the changes in our
industry.
139
138
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Our Group has in place succession planning, and has also taken the necessary measures such
as providing career development, fair and adequate compensation in order to attract and
retain our Directors and key management. However, there is no assurance that we will be
able to attract and retain such personnel. The loss of our Directors and key management,
without suitable or timely replacements, may affect our business operations and our ability to
compete with our competitors, thus affecting the financial performance of our Group.
The COVID-19 pandemic has seen various national lockdowns as well as closed international
borders and airspace in an effort to curb the spread of the virus, including Malaysia.
As our Group is involved in the supply chain of E&E products, we are considered an essential
service provider and we received approval from MITI to continue operating during the various
movement control periods, albeit with a lower capacity of staff. Despite operating at a lower
capacity during the various MCO periods, we did not experience a significant negative impact
on our production output nor did we experience a decrease demand from our customers for
our services during FYE 2020.
We experienced disruptions to our supply chain as a result of the various lockdown measures
as set out in Section 7.8.1. We briefly experienced delays in raw material supply due to travel
restrictions and deferred approval from the relevant authority for non-essential businesses.
Nonetheless, such disruptions were not material to our Group. We did not experience any
delay of delivery of finished goods to our local customers as we carried out delivery of such
goods using our own fleet of delivery trucks. On the contrary, we experienced only minor
disruptions in the delivery of finished goods to our international customers. This was due
mainly to difficulty in obtaining cargo space for air and sea freight. Despite this, we have not
experienced a material disruption in delivering products to our customers as most of them are
local or based in Singapore.
On 31 May 2021, we received a shutdown notice from the MOH as a result of plant-wide
mass testing where approximately 18% of our employees tested positive for COVID-19. Upon
a follow up check with MOH, we resume our operations on 8 June 2021.
However, if there is any tightening of restrictions in the future that may lead to closure of our
factory again or further reduction in our workforce, there can be no assurance that our
manufacturing activities will not be materially affected. We may be unable to fulfil our orders
in a timely manner, which may lead to claims against our Group. This may then result in an
adverse financial impact on our operations and financial performance.
Furthermore, although we have taken the necessary precautions against COVID-19, there can
be no assurance that our employees will not contract the virus in the future. Should we
experience another COVID-19 outbreak, the shortage of workers may affect our business
operations and as a result may negatively affect our financial performance
Just as other companies in the engineering supporting industry, we are also exposed to
fluctuations in raw material prices. The raw materials used in our sheet metal fabrication and
machining activities include LLM, aluminium, and cold rolled steel. LLM, aluminium and cold
rolled steel contributed a combined total of 77.9%, 76.1%, and 84.1% of our raw material
purchases for FYE 2018, 2019 and 2020 respectively. The prices of LLM, aluminium, and steel
are affected by factors including but not limited to the supply and demand conditions.
During FYE 2021, our raw materials costs increased between 10% to 70%, depending on the
type of materials. We are in the midst of requoting our selling prices to our customers to
reflect the increased cost of raw materials.
140
139
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Moving forward, if the cost of our raw materials continue to increase, and we are unable to
pass such increase to our customers, our margins may be affected which will adversely affect
our Group’s financial performance and operations.
Our Group exports our products to various countries around the world including Singapore
and the USA. For FYE 2018 to 2020, our export sales contributed 25.6%, 29.4% and 29.3%
of our total revenue respectively. Our export revenue is mainly denominated in USD. In FYE
2020, our net financial assets denominated in USD amounted to RM15.9 million. Based on
this amount, a fluctuation of 10% in RM against the USD will result in a fluctuation in our PBT
by RM1.6 million depending on the direction of the fluctuation.
Currently, our Group practices natural hedging by maintaining the receipts from our overseas
customers in a foreign currency account for payment to overseas suppliers. We do not have
any formal hedging contracts to manage our foreign exchange risk. Moving forward, we
intend to expand our presence in overseas markets, which may lead to a greater percentage
of sales derived from the export market. We will constantly monitor and review fluctuations in
foreign currency and may hedge against foreign currency fluctuations if our Group
experiences a higher risk of it. However, there can be no assurances that fluctuations in
foreign currency will not affect the revenue and earnings of our Group.
The performance of our Group is reliant on the smooth and efficient running of our
manufacturing activities. Our manufacturing activities are supported by our workforce and a
wide range of machinery such as laser cutting and turret punching machines, CNC machines,
bending machines, and welders. We take care to schedule regular maintenance of our
machinery to ensure that they work optimally. However, our machinery may experience
unexpected failures that may lead to unanticipated downtime and as a result, cause an
interruption to our manufacturing operations. These disruptions may affect our production
schedule and lead to a delay in provision of our products to our customers. In the event of
disruption to our manufacturing operations, our Group may experience an adverse effect on
our business and financial performance.
We plan to construct a new factory in Nibong Tebal in 3 phases which will enable us to
increase our production capacity and provide additional services to our customers in the
future. The construction of the new factory within the specified time and budget is subject to
various uncertainties as highlighted below:
(a) Our ability to obtain the necessary licences and approvals from the relevant
authorities in order for us to construct and operate the new factory, including:
(i) Approval for our building plan, layout plan, and earthworks plan amongst
others;
(b) Delays in procuring new machinery or transferring our existing machinery to our new
factory.
141
140
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Any delays in realising our future plans will correspondingly delay our future business growth,
which will affect our financial performance, as well as our competitiveness as customers’
growing demands may not be met. Additionally, delays in the construction of our new factory
may lead to higher than anticipated costs. In the event that construction is delayed, we may
be forced to use internally generated funds to pay for the additional costs, thus reducing our
available working capital. We may also be forced to utilise additional bank borrowings, thus
increasing our interest cost.
The business of our Group is dependent on the end-user markets of our customers. The end-
user markets of our customers may be adversely affected by numerous factors such as
political, economic, and regulatory risks; changes in technology; and decrease in demand for
their products. A negative performance in the end-user markets of our customers may affect
the demand for our products and may lead to an adverse impact on our business operations
and financial performance.
Our Group is principally involved in the production of precision metal products that are used
across multiple industries. We are subject to changes and advancements in technology in the
various industries that our customers are involved in. It is important for our Group to be able
to design and develop new products and services and introduce them to our customers in a
timely manner in order to meet their changing needs.
In the event that we are unable to anticipate the changes in technology and develop new
products and services in a timely manner, we may be unable to retain our customers or
attract new customer. Furthermore, undertaking D&D activities to anticipate changes in
technology will incur expenses that may not be recouped if our D&D activities are
unsuccessful. These may lead to an adverse effect on our earnings and financial
performance.
The engineering supporting industry in Malaysia is highly competitive, with around 2,000
market players. Our Group may face further competition in the future as new companies
enter the market or if our current competitors expand. New entrants into the market may be
equipped with newer and more advanced technology and machinery. Our competitors may
also have resources that enable them to conduct more sales and marketing activities, fund
the development of their products and services, and adapt to newer technologies at a faster
pace.
Although we strive to remain competitive in the industry, there can be no assurance that we
will be able to compete successfully with other players in the industry which may affect our
business operations and financial performance.
142
141
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Prior to our Listing, there was no public trading for our Shares. The listing of our Shares on
the ACE Market does not guarantee that an active market for our Shares will develop.
There is also no assurance that our IPO Price will correspond to the price at which our Shares
will be traded on the ACE Market.
9.3.2 Our Listing is exposed to the risk that it may be aborted or delayed
Our Listing may be aborted or delayed should any of the following occurs:
(a) The selected investors fail to subscribe for their portion of our IPO Shares;
(b) Our Underwriter exercising its rights under the Underwriting Agreement to discharge
itself from its obligations therein; and
(c) We are unable to meet the public shareholding spread requirement set by Bursa
Securities, whereby at least 25.0% of our total number of Shares 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.
If any of these events occur, investors will not receive any Shares and we will return in full
without interest, all monies paid in respect of the Application within 14 days, failing which the
provisions of Section 243(2) of the CMSA will apply.
If our Listing is aborted and/or terminated, and our Shares have been allotted to the
investors, a return of monies to the investors could only be achieved by way of cancellation
of share capital as provided under Sections 116 or 117 of the Act and its related rules.
There can be no assurance that such monies can be recovered within a short period of time
in such circumstances.
9.3.3 The trading price and trading volume of our Shares following our Listing may be
volatile
The trading price and volume of our Shares may fluctuate due to various factors, some of
which are not within our control and may be unrelated or disproportionate to our financial
results. These factors may include variations in the results of our operations, changes in
analysts’ recommendations or projections, changes in general market conditions and broad
market fluctuations.
The performance of Bursa Securities is also affected by external factors such as the
performance of the regional and world bourses, inflow or outflow of foreign funds, economic
and political conditions of the country as well as the growth potential of the various sectors of
the economy. These factors invariably contribute to the volatility of trading volumes
witnessed on Bursa Securities, thus adding risks to the market price of our Shares.
143
142
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
9.3.4 We are subject to political, economic, and regulatory risks in the markets which
we operate
As our Group conducts business activities in Malaysia and various foreign countries, we are
subject to political, economic, and regulatory conditions in those countries. Adverse changes
in the aforementioned conditions such as changes in political leadership; risk of war; changes
in government policies regarding taxation, import duties, and tariffs; methods of taxation;
and changes in economic conditions could affect our business operations and lead to an
adverse and material effect on our earnings and financial performance.
9.4.1 Our Promoters will be able to exert significant influence over our Company
Our Promoters will collectively hold approximately 67.5% of our enlarged share capital upon
Listing. Because of the size of their shareholdings, our Promoters will have significant
influence on the outcome of certain matters requiring the vote of shareholders unless they
are required to abstain from voting by law and/or as required by the relevant authorities.
Certain statements or expectations or forecasts in this Prospectus are based on historical data
which may not be reflective of our future results. Forward-looking statements in this
Prospectus are based on assumptions and subject to uncertainties and contingencies.
There can be no assurance that such prospective statements or expectations or forecasts will
materialise and actual results may be deviate significantly. Such deviation may have a
material and adverse effect on us.
144
143
Registration No : 202001039065 (1395386-M)
Save for the Acquisition and as disclosed below, there were no transactions, existing and/or potential, entered or to be entered into by our Group which
involve the interests, direct or indirect, of our Directors, substantial shareholders and/or persons connected with them which are material to our Group
during FYE 2018 to 2020 and up to LPD:
145
144
Registration
Registration No
No :: 202001039065 (1395386-M)
202001039065(1395386-M)
146
145
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Notes:
147
146
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
(3)
Being a piece of industrial land held under GM1536, Lot 4093, Mukim 07, Jalan Bukit Panchor, Daerah Seberang Perai Selatan, Negeri Pulau Pinang
bearing assessment address at No. 14, Lorong Industri 5, Kawasan Industri Bukit Panchor, 14300 Nibong Tebal, Seberang Perai Selatan, Pulau
Pinang together with 1½-storey detached factory erected thereon. The disposal consideration was arrived at based on the market value as
appraised by an independent real estate valuer.
(4)
Calculated based on our Group’s revenue for each of the respective financial years.
(5)
Chee Wai Hong has resigned as Director of Coraza Systems on 1 January 2021.
(6)
Calculated based on our Group’s administrative expenses for each of the respective financial years.
Our Directors are of the view that all our related party transactions were conducted on an arm’s length basis and on competitive commercial terms not
more favourable to the related parties.
148
147
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Moving forward, in order to ensure that related party transactions are undertaken on arm’s
length basis and on normal commercial terms, we have established the following
procedures:
(i) At least 2 other contemporaneous transactions with third parties for similar
products and/or quantities will be used as comparison, wherever possible, to
determine if the price and terms offered by related parties are fair and
reasonable and comparable to those offered by other third parties for the
same or substantially similar type of products/services and/or quantities; or
(ii) If quotation or comparative pricing from third parties cannot be obtained, the
transaction price will be determined by our Group based on those offered by
other third parties for substantially similar type of transaction to ensure that
the recurrent related party transactions are not detrimental to us.
Our Board shall seek mandate from shareholders to enter into any recurrent related
party transactions at a general meeting. Due to its time-sensitive nature, the
shareholders’ mandate will enable us to enter into such recurrent transactions which
are transacted in our ordinary course of business without having to convene
numerous general meetings to approve such recurrent transactions as and when they
are entered into.
(i) Whether the terms of the related party transaction are fair and on arm’s
length basis to our Group and would apply on the same basis if the
transaction did not involve a related party;
(ii) The rationale for the Group to enter into the related party transaction and
the nature of alternative transactions, if any; and
(iii) Whether the related party transaction would present a conflict of interest
between our Group and the related parties, taking into account the size of
the transaction and the nature of the related parties’ interest in the
transaction.
Where required under the Listing Requirements, a related party transaction may
require prior approval of shareholders at a general meeting to be convened. 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.
For related party transactions that require shareholders’ approval, the Directors, major
shareholders and/or persons connected with such Director or major shareholder, which
have any interest, direct or indirect, in the proposed related party transaction will abstain
from deliberating and 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 will
also abstain from deliberating and voting in respect of his direct and/or indirect
shareholdings. The relevant Directors who are deemed interested or conflicted in such
transactions shall also abstain from our Board deliberations and voting on the Board
resolutions relating to these transactions.
149
148
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
In addition, to safeguard the interest of our Group and our minority shareholders, and to
mitigate any potential conflict of interest situation, our Audit Committee will, amongst
others, supervise and monitor any related party transaction and the terms thereof and
report to our Board for further action. If a member of our Audit Committee has an interest
in any related party transaction, he is to abstain from participating in the review and
approval process in relation to that transaction. Where necessary, our Board would make
appropriate disclosures in our annual report with regard to any related party transaction
entered into by us.
10.2.1 Transactions entered into that are unusual in their nature or conditions
There were no transactions that were unusual in their nature or conditions, involving
goods, services, tangible or intangible assets, to which our Group was a party for FYE 2018
to 2020 and up to LPD.
As at LPD, there are no outstanding loans made by our Group to/for the benefit of a
related party or granted by the related parties for the benefit of our Group.
(b) Guarantees
Our Promoters, substantial shareholders and/or Directors, namely Paul Heng Weng
Seng, Liew Sow Ying and Lim Teik Hoe, as well as Coraza Holdings have jointly and
severally provided personal guarantees for the banking facilities extended by Public
Bank Berhad, Maybank Islamic Berhad and Malaysian Industrial Development Finance
Berhad (“Financiers”).
In conjunction with our Listing, we have applied to the Financiers to obtain a release
and/or discharge of the guarantees by substituting the same with a corporate
guarantee from our Company and/or other securities from our Group acceptable to
the Financiers. Until such release and/or discharge are obtained from the respective
Financiers, the aforesaid persons will continue to guarantee the banking facilities
extended to our Group.
As at the date of this Prospectus, we have received conditional approvals from the
Financiers to discharge the above guarantees by substituting the same with a
corporate guarantee from our Company and/or other securities from our Group
acceptable to the financial institutions.
Save as disclosed below, we have not entered into any transactions with M&A Securities
who is the Adviser, Sponsor, Placement Agent and Underwriter for our Listing:
(a) Agreement dated 15 October 2020 between Coraza Systems and M&A Securities for
the appointment of M&A Securities as Adviser, Sponsor and Placement Agent for our
Listing; and
(b) Underwriting Agreement dated [•] entered into between our Company and M&A
Securities for the underwriting of 42,833,100 Issue Shares.
150
149
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
As at LPD, none of our Directors and substantial shareholders has any interest, direct or
indirect, in other businesses and corporations which are carrying on a similar trade as our
Group.
Save as disclosed below, none of our Directors and/or substantial shareholders has interest
in the business of our customers and suppliers as at LPD:
Name of Principal
company activities Nature of interest
STS Finishing services STS is a wholly-owned subsidiary of Coraza
Holdings
Our Group will remain focused in the provision of sheet metal fabrication and value-added
sub-module assembly services, as well as the fabrication of precision machined components.
We intend to venture into the provision of finishing services to cater for the aerospace
industry. This venture will enable Coraza Systems to in-source all its finishing services
currently provided by the subcontractors, one of which includes STS, which is not able to
provide surface treatment for the aerospace industry. We expect our transactions with STS
to progressively decline after the completion of our finishing line in our new factory, and
eventually cease with our Group. Thereafter, STS will focus on providing finishing services
for market segments unrelated to us.
(a) STS (as a subcontractor) for the finishing of metal products. The total value of Coraza
Systems’ transactions with STS were RM0.8 million for FYE 2018, RM1.2 million for
FYE 2019 and RM2.1 million for FYE 2020; and
(b) Unigen Corporation and Unigen Vietnam Hanoi Co., Ltd, both as our customers for
sales of our fabricated parts. The total value of Coraza Systems’ transactions with
them were RM0.8 million for FYE 2019 and RM0.7 million for FYE 2020.
Further details of our Group’s transactions with the above parties can be found in Section
10.1.
150
RegistrationNo
Registration No::202001039065
202001039065(1395386-M)
(1395386-M)
Our Board is of the view that the interests of our Directors and substantial shareholders in
STS, Unigen Corporation, Unigen Vietnam Hanoi Co., Ltd and Coraza Holdings do not give
rise to a conflict of interest situation based on the following:
(a) Paul Heng Weng Seng and Liew Sow Ying are not involved in the day-to-day
operations of STS which are managed by their management personnel, and they only
attend the meeting of the board of directors in which they serve and accordingly
discharge their principal responsibilities as directors of those companies. Separately,
Coraza Holdings is merely an investment company holding STS;
(b) All the transactions carried out with STS, Unigen Corporation and Unigen Vietnam
Hanoi Co., Ltd were on arm’s length basis, on normal commercial terms which are
not more favourable to our related parties than those generally available to the public,
and are not to the detriment of our minority shareholders;
(c) STS is not a major supplier of our Group and Unigen Corporation and Unigen Vietnam
Hanoi Co., Ltd are not major customers of our Group, and we are not dependent on
them for our business; and
(i) STS represented 1.8% to 3.4% of our total cost of sales for FYE 2018 to
2020, and represented 14.7% to 26.8% of our total sub-contracted finishing
costs for FYE 2018 to 2020; and
(ii) Unigen Corporation and Unigen Vietnam Hanoi Co., Ltd represented less than
0.1% to 1.1% of our total revenue for FYE 2018 to 2020.
Moving forward, we have established procedures for related party transactions to ensure
that they are carried out on an arm’s length basis, on normal commercial terms which are
not more favourable to our related parties than those generally available to the public, and
are not to the detriment of our minority shareholders. Please refer to our procedures as
disclosed in Section 10.1.
It is our Director’s fiduciary duty to avoid conflict, and they are required to attend courses
which provide them guidelines on their fiduciary duties. In order to mitigate any possible
conflict of interest situation in the future, our Directors will declare to our Nominating and
Remuneration Committee and our Board their interests in other companies at the onset and
as and when there are changes in their respective interests in companies outside our Group.
Our Nominating and Remuneration Committee will then first evaluate if such Director’s
involvement gives rise to an actual or potential conflict of interest with our Group’s business
after the disclosure provided by such Director. After a determination has been made on
whether there is an actual or potential conflict of interest of a Director, our Nominating and
Remuneration Committee will then:
(a) Immediately inform our Audit Committee and Board of the conflict of interest
situation;
(b) After deliberation with our Audit Committee, to make recommendations to our Board
to direct the conflicted Director to:
(i) Withdraw from all his executive involvement in our Group in relation to the
matter that has given rise to the conflict of interest (in the case where the
conflicted Director is an Executive Director); and
152
151
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(ii) Abstain from all Board deliberation and voting in the matter that has given
rise to the conflict of interest.
In relation to (b)(ii) above, the conflicted Director and persons connected to him (if
applicable) shall be absent from any Board discussion relating to the recommendation of
our Nominating Committee and the conflicted Director and persons connected to him (if
applicable) shall not vote or in any way attempt to influence the discussion of, or voting on,
the matter at issue. The conflicted Director, may however at the request of the Chairman of
our Board, be present at our Board meeting to answer any questions.
Where there are related party transactions between our Group with our Directors (or
person connected to them) or companies in which our Directors (or person connected to
them) have an interest, our Audit Committee will, amongst others, supervise and monitor
such related party transaction and the terms thereof and report to our Board for further
action. Please refer to Section 10.1 for the procedures to be taken to ensure that related
party transactions (if any) are undertaken on arm’s length basis.
(a) M&A 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
Adviser, Sponsor, Placement Agent and Underwriter for our Listing;
(b) Zaid Ibrahim & Co 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
Solicitors for our Listing;
(c) Grant Thornton Malaysia PLT 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
Auditors and Reporting Accountants for our Listing; and
(d) Protégé Associates 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
IMR for our Listing.
153
152
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Our Company was incorporated on 30 November 2020 to facilitate our Listing, and we
completed the Acquisition on [•]. Coraza Systems has been under the common control of
our Promoters throughout FYE 2018 to 2020 and is regarded as a continuing entity.
Our historical financial statements for FYE 2018 to 2020 were prepared in accordance with
MFRS and IFRS. The selected financial information included in this Prospectus is not
intended to predict our Group's financial position, results and cash flows.
The following table sets out a summary of our combined statements of comprehensive
income for FYE 2018 to 2020 which have been extracted from the Accountants’ Report. It
should be read with the “Management's Discussion and Analysis of Results of Operations
and Financial Condition” and Accountants' Report set out in Sections 12.2 and 13
respectively.
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
Revenue 56,023 58,594 83,686
Cost of sales (42,481) (43,875) (62,364)
GP 13,542 14,719 21,322
Other income 977 608 2,388
Administrative expenses (5,593) (6,508) (8,617)
Selling and distribution expenses (3,549) (3,932) (4,078)
Profit from operations 5,377 4,887 11,015
Finance costs (461) (526) (515)
PBT 4,916 4,361 10,500
Taxation (1,465) (944) (2,484)
PAT/ Total comprehensive income 3,451 3,417 8,016
154
153
RegistrationNo
Registration No :: 200101015367
202001039065 (551124-P)
(1395386-M)
Notes:
(1)
Included in our other income in FYE 2020 is a gain from disposal of property which is
non-recurring. Our adjusted PBT and PAT excluding the said other income in FYE
2020 are as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
PBT 4,916 4,361 10,500
Less: Non-recurring other income - - (1,877)
Adjusted PBT 4,916 4,361 8,623
Adjusted tax expenses(a) (1,465) (944) (2,318)
Adjusted PAT 3,451 3,417 6,305
(a)
After adjusting for the tax effect on the non-recurring other income, where
relevant.
(2)
EBIT and EBITDA are calculated as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
Adjusted PAT(a) 3,451 3,417 6,305
Less:
Interest income (96) (84) (76)
Add:
Interest expense 461 526 515
Taxation 1,465 944 2,318
EBIT 5,281 4,803 9,062
Add:
Depreciation 2,294 2,648 2,901
EBITDA 7,575 7,451 11,963
(a)
Based on the Adjusted PAT in Note (1) above.
(3)
Calculated based on GP over revenue.
(4)
Calculated based on Adjusted PBT or Adjusted PAT over revenue.
(5)
Calculated based on Adjusted PAT and share capital of 310,540,001 Shares in issue
before Public Issue.
(6)
Calculated based on Adjusted PAT and enlarged share capital of 428,331,001 Shares
after Public Issue.
155
154
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The following table sets out the combined statements of financial position of our Group as
at 31 December 2018, 2019 and 2020 which have been extracted from the Accountants’
Report. It should be read with the "Management’s Discussion and Analysis of Results of
Operations and Financial Condition" and Accountants’ Report set out in Sections 12.2 and
13 respectively.
Audited
As at 31 December
2018 2019 2020
RM’000 RM’000 RM’000
Non-current assets
Property, plant and equipment 21,363 20,787 22,934
Right-of-use asset(1) - - 411
21,363 20,787 23,345
Current assets
Inventories 8,177 11,523 10,815
Trade receivables 13,354 16,562 18,421
Other receivables, deposits and prepayments 1,073 1,187 1,133
Tax recoverable 1,039 253 185
Cash and bank balances 737 4,509 5,555
24,380 34,034 36,109
Total assets 45,743 54,821 59,454
Equity
Share capital - - *-
Invested equity 2,500 2,500 2,500
Retained earnings 22,123 25,539 26,755
Total equity 24,623 28,039 29,255
Non-current liabilities
Borrowings 7,351 9,814 8,436
Lease liability(1) - - 265
Deferred income(2) 2,466 2,130 1,794
Deferred tax liabilities 1,060 1,149 928
10,877 13,093 11,423
Current liabilities
Trade payables 5,191 6,854 5,599
Other payables and accruals 3,284 2,992 6,098
Refund liabilities(3) - 75 195
Amount due to a director - - 3
Borrowings 1,768 3,768 6,732
Lease liability(1) - - 149
10,243 13,689 18,776
Notes:
* Negligible
156
155
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(1)
The adoption of MFRS 16 has no material financial impact to the combined financial
statements of our Group save for a long-term lease of a premise entered into by our
Group during FYE 2020 which warrants recognition on the combined statements of
financial position.
(2)
Our Group was awarded government grants from MIDA for the reimbursement of
capital expenditure on modernisation of specified machinery and equipment. Deferred
income is released to profit or loss over the periods to match the related cost which
the grant is intended to compensate, on a systematic basis.
(3)
Our Group provides retrospective volume rebates and prompt payment discounts to
certain customers once the quantity of products sold during the period exceeds a
threshold or when the customers make payment of outstanding invoices within a
period specified in the contract. Rebates and discounts are offset against the
transaction price. In this respect, our Group recognises a refund liability for expected
future rebates.
The following table sets out the combined statements of cash flows of our Group for FYE
2018 to 2020 which has been extracted from the Accountants’ Report. It should be read
with the "Management's Discussion and Analysis of Results of Operations and Financial
Condition" and Accountants' Report set out in Sections 12.2 and 13 respectively.
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
Cash flows from operating activities
PBT 4,916 4,361 10,500
Adjustments for:
Depreciation of property, plant and
equipment 2,294 2,648 2,850
Depreciation of right-of-use asset - - 51
Deferred income released (561) (336) (336)
Gain on disposal of property, plant and
equipment (21) (7) (1,893)
Interest expense 461 526 515
Interest income (96) (84) (76)
Unrealised (gain)/loss in foreign
exchange (187) 138 472
Operating profit before changes in
working capital 6,806 7,246 12,083
157
156
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
Interest received 96 84 76
Proceeds from disposal of property, plant
and equipment 21 7 2,816
Purchase of property, plant and
equipment (5,902) (2,072) (5,920)
Net cash used in investing activities (5,785) (1,981) (3,028)
Note:
* Negligible
158
157
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The following discussion and segmental analysis of our combined financial statements for
FYE 2018 to 2020 should be read with the Accountants’ Report included in Section 13.
Our Group is principally involved in the fabrication of sheet metal and precision
machined components, as well as the provision of related services, such as D&D and
value-added sub-module assembly services.
(b) Revenue
Our Group’s revenue for the financial years under review was mainly derived from
our fabrication of sheet metal and precision machining segment.
Revenue is recognised at a point in time when the transfer of control of the goods
has been passed on to the customer, i.e. generally when the customer has
acknowledged delivery of the goods. The amount of revenue recognised is adjusted
for discounts and rebate given.
Our cost of sales comprises raw materials cost, direct labour cost and factory
overheads:
Our Group's direct raw materials mainly consist of LLM, which are various
simpler materials used in sub-module assembly such as brackets, fasteners,
hinges, rivets, washers as well as wiring and various electronic parts, and
other base materials such as aluminium and stainless steel which are sourced
from local and foreign suppliers.
159
158
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Other income mainly comprises interest income, gain on disposal of property, plant
and equipment, gain on foreign exchange and deferred income released as a result
of the government grants received for reimbursement of capital expenditure on
modernisation of specific machinery and equipment.
Selling and distribution expenses consist of sales and marketing expenses, carriage
outward, travelling and accommodation, courier and freight charges.
Finance cost comprises interest on our bank borrowings and lease liabilities.
Save for the Acquisition and the disruptions to our operations arising from the
COVID-19 pandemic (details as set out in Section 7.8.1), there were no other
significant events subsequent to our audited combined financial statements for FYE
2020.
160
159
Registration
RegistrationNo
No ::202001039065 (1395386-M)
202001039065(1395386-M)
(a) Revenue
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Fabrication of sheet metal 53,658 95.8 53,012 90.5 72,157 86.2
Precision machining 2,365 4.2 5,582 9.5 11,529 13.8
56,023 100.0 58,594 100.0 83,686 100.0
Our revenue for the financial years under review are mainly derived from the fabrication of sheet metal segment, which accounted for more than
85.0% of our revenue from FYE 2018 to 2020. Our precision machining segment steadily grew its revenue contribution from RM2.4 million in FYE
2018 to RM11.5 million in FYE 2020.
161
160
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Notes:
(1)
Other Asian countries consists mainly of Vietnam and Japan
(2)
European countries consists mainly of Germany
Revenue for FYE 2019 grew by RM2.6 million or 4.6% from RM56.0 million to RM58.6 million. On a segmental basis, revenue from fabrication of
sheet metals remained fairly consistent at RM53.0 million for FYE 2019, a marginal RM0.6 million drop from RM53.7 million in FYE 2018. The growth
in revenue for FYE 2019 was driven by additional RM3.2 million from precision machining segment, from Customer J and Customer P as we produced
higher volume of new semiconductor components which have been prototyped during previous years, which required our double column milling
machine due to the components’ size..
On a geographical basis, revenues remained fairly consistent, except for USA (growth of RM0.7 million or 135.0%) largely from new customers, other
Asian countries (growth of RM0.7 million or 1,637.6%) largely from a new customer based in Vietnam and European countries (growth of RM1.2
million or 139.0%) largely from an existing customer. Such increase in export revenue is mainly due to higher demand for sheet metal parts.
Revenue for FYE 2020 grew by RM25.1 million or 42.8% from RM58.6 million to RM83.7 million, largely contributed by growth from the fabrication of
sheet metal segment, which grew by RM19.1 million or 36.1%. The increase was largely from an incremental RM10.3 million revenue contributed by
our major customer, Customer J, mainly for the semiconductor industry. Additionally, Customer P contributed an incremental of RM2.3 million, and a
new customer, namely Customer M, who contributed about RM4.8 million incremental revenue due to the semiconductor industry boom. This was
supported by RM5.9 million or 106.5% growth from the precision machining segment mainly contributed by Customer J (increase of RM5.0 million)
for precision machined components used in the semiconductor industry.
On a geographical basis, Malaysia contributed the largest growth of RM17.8 million or 43.1%, mainly from Customer J and Customer P, due to the
overall boom in the semiconductor industry. The same effect is seen from Singapore, which contributed incremental revenue of RM4.8 million or
36.9%, mainly from Customer M (increment of RM3.6 million) for the semiconductor industry, and Customer A (RM1.2 million increase) for the
medical industry. USA saw growth of RM2.8 million or 229.4%, mainly from Customer M (RM1.2 million increment), 2 other existing customers in the
semiconductor and telecommunication industries (RM1.1 million increment), and a new EMS customer in the medical industry (RM0.4 million). China’s
growth of RM1.6 million or 1,829.4% was mainly from new customers in the semiconductor industry.
162
161
Registration
Registration No
No :: 202001039065 (1395386-M)
202001039065 (1395386-M)
The major components of our cost of sales are raw materials and factory overhead, which collectively accounted for 84.0% to 88.0% of our cost of
sales for FYE 2018 to 2020.
Raw materials comprise mainly LLM, aluminium, cold rolled steel, stainless steel and copper. We also buy consumables for our production
such as packaging materials to be provided to our finishing subcontractors. The increase in raw material costs during FYE 2020 was in line
with the increase in total revenue for the same period. In addition, we also made a provision for slow moving stocks amounting to RM0.9
million. During FYE 2020, we also introduced new products, which involved higher materials usage due to learning.
Direct labour comprises salaries, wages and allowances as well as statutory contributions for production workers that we directly employ.
For FYE 2019, the increase in direct labour cost was mainly due to increase in monthly average production headcount from 134 in FYE 2018
to 164 in FYE 2019 in preparation for the business growth in sheet metal fabrication in FYE 2020. This involves more manpower for prototype
qualification for sheet metal products, mainly for our major customers in the semiconductor industry, as well as training costs, for which
revenue contribution only materialised in FYE 2020.
For FYE 2020, the increase in direct labour cost was a result of our increase in monthly average production headcount from 164 in FYE 2019
to 264 in FYE 2020, in line with our revenue growth. During FYE 2020, we also introduced new products, which involved higher labour
utilisation due to learning.
163
162
Registration
Registration No
No :: 202001039065 (1395386-M)
202001039065 (1395386-M)
Factory overhead mainly comprises depreciation of property, plant and equipment, subcontractors’ costs, upkeep expenses, utilities charges
and indirect staff cost relating to the production activities such as quality assurance, product development and store-keeping.
For FYE 2018 and FYE 2019, factory overhead cost remains fairly consistent. For FYE 2020, the increase was mainly from subcontracting
costs for finishing and machining, which increased by RM5.3 million to cater for the overall increase in demand. Despite the increase, we
achieved economies of scale with respect to our factory overhead in FYE 2020 as it only increased by 28.6% compared to our revenue
growth of 42.8%.
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Fabrication of sheet metal 40,638 95.7 39,522 90.1 53,506 85.8
Precision machining 1,843 4.3 4,353 9.9 8,858 14.2
42,481 100.0 43,875 100.0 62,364 100.0
Audited
FYE 2018 FYE 2019 FYE 2020
GP GP margin GP GP margin GP GP margin
RM’000 % RM’000 % RM’000 %
Fabrication of sheet metal 13,022 24.3 13,491 25.4 18,651 25.8
Precision machining 520 22.0 1,228 22.0 2,671 23.2
13,542 24.2 14,719 25.1 21,322 25.5
We do not practise any fixed pricing policy. The selling prices of our products and services are determined and negotiated on a case-to-case basis,
and may vary according to various factors such as complexity, specifications and requirements, volume of order, raw material prices, delivery lead
time as well as future prospects of new orders from our customers. As such, the margins derived from our products and services are not fixed.
164
163
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
For FYE 2019, our revenue increased by 4.6% however cost of sales only increased by 3.3%. This was due to relatively lower raw material
consumption as a result of better utilisation in our fabrication of sheet metal segment, as well as achieving overall economies of scale in factory
overhead. As a result, our GP margin from fabrication of sheet metal improved from 24.2% to 25.1%.
For FYE 2020, our cost of sales increased by 42.1% in line with our revenue growth of 42.8%. Our GP margin remained relatively consistent at
25.5%.
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Gain on disposal of property,
plant and equipment 21 2.1 7 1.2 1,893 79.3
Deferred income released(1) 561 57.4 336 55.3 336 14.1
Interest income 96 9.8 84 13.8 76 3.1
Miscellaneous income 4 0.4 - - 2 0.1
Rental income 108 11.1 101 16.6 81 3.4
Realised gain on foreign
exchange - - 80 13.1 - -
Unrealised gain on foreign
exchange 187 19.2 - - - -
977 100.0 608 100.0 2,388 100.0
Note:
(1)
Our Group was awarded government grants from MIDA for the reimbursement of capital expenditure on modernisation of specified machinery
and equipment. Deferred income is released to profit or loss over the periods to match the related cost which the grant is intended to
compensate, on a systematic basis. In FYE 2018, deferred income for 2 years was released for the relevant machinery which we acquired in
FYE 2017, as the grant money was only received in FYE 2018.
165
164
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
For FYE 2019, our other income decreased by RM0.4 million or 37.8% as compared to FYE 2018. The decrease was mainly attributable to lower
deferred income released during FYE 2019 compared to FYE 2018 by RM0.2 million. Additionally, we recorded unrealised gain on foreign exchange of
RM0.2 million, being gains due to the depreciation of RM against USD during FYE 2018.
For FYE 2020, our other income increased by RM1.8 million or 292.8%, mainly due to a gain on disposal of the parcel of industrial land and factory to
Coraza Holdings, further details of which are set out in Section 10.1.
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Depreciation 499 8.9 652 10.0 769 8.9
Directors’ remuneration and fee 1,102 19.7 923 14.2 1,345 15.6
Insurance 157 2.8 179 2.8 247 2.9
Maintenance fees for building 308 5.5 370 5.7 417 4.8
and office equipment
Printing and stationery 102 1.8 139 2.1 171 2.0
Realised loss on foreign 68 1.2 - - 395 4.6
exchange
Security fee 122 2.2 149 2.3 150 1.7
Staff costs(1) 2,280 40.8 3,087 47.4 3,933 45.6
Telephone, fax and internet 154 2.8 169 2.6 110 1.3
charges
Unrealised loss on foreign - - 138 2.1 472 5.5
exchanges
Others(2) 801 14.3 702 10.8 608 7.1
5,593 100.0 6,508 100.0 8,617 100.0
166
165
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Notes:
(1)
Includes salaries, bonuses, allowances, employees’ provident fund contributions, employee insurance scheme, overtime and staff related
expenses.
(2)
Mainly consists of advertisement, assessment and quit rent, audit fee, bank charges, consultancy fee, HDRF expenses, legal fee and medical
fee.
For FYE 2019, administrative expenses increased by RM0.9 million or 16.4% as compared to FYE 2018. The increase was mainly due to the following:
(a) Increase in staff costs by RM0.8 million due to hiring of additional staff in preparation for our business growth in FYE 2020, annual increment
and bonus payment;
(b) Increase in depreciation by RM0.2 million due to increase in our capital expenditure on furniture, fittings and office equipment in FYE 2019;
and
(c) Unrealised loss on foreign exchange of RM0.1 million, due to appreciation of RM against USD as at the reporting date of FYE 2019 which
resulted in the translation of USD denominated financial assets to a lower RM amount compared against the recorded amount based on the
prevailing rate of RM against USD on the transaction date.
The increase was offset by RM0.2 million decrease in directors’ remuneration and fees. For FYE 2018, we accorded higher directors’ fees to certain
directors in view that their fees for FYE 2017 were only approved in FYE 2018.
For FYE 2020, administrative expenses increased by RM2.1 million or 32.4% as compared to FYE 2019. The increase was mainly due to the following:
(a) Increase in staff costs by RM0.8 million due to hiring of additional staff, mainly for planning and engineering, which is commensurate with
our business growth;
(b) Realised loss on foreign exchange of RM0.4 million due to appreciation of RM against USD which resulted in a lower RM amount recorded on
receipts from our customer versus the prevailing rate of RM against USD on transaction date; and
(c) Increase in unrealised loss on foreign exchange by RM0.3 million due to appreciation of RM against USD as explained above.
167
166
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Freight and forwarding charges 181 5.1 209 5.3 193 4.7
Maintenance of motor vehicles 48 1.3 55 1.4 87 2.1
Sales representative fee 228 6.4 213 5.4 87 2.1
Staff costs 2,822 79.5 3,212 81.7 3,560 87.3
Transportation 88 2.5 87 2.2 90 2.2
Others(1) 182 5.2 156 4.0 61 1.6
3,549 100.0 3,932 100.0 4,078 100.0
Note:
(1)
Mainly consists of entertainment, membership fee, telephone and handphones and travelling fees.
For FYE 2019, selling and distribution expenses increased by RM0.4 million or 10.8% as compared to FYE 2018, mainly due to increase in staff costs
by RM0.4 million. This was mainly due to hiring of additional employees in preparation for our business growth in FYE 2020 and annual increment.
For FYE 2020, selling and distribution expenses increased by RM0.1 million or 3.7% as compared to FYE 2019, mainly due to increase in staff costs
by RM0.3 million. This was mainly due to hiring of additional employees and annual increment. This was offset by a decrease of RM0.1 million in
other expenses comprising entertainment and traveling expenses as a result of the travel restriction due to the ongoing pandemic. In addition, we
also recorded a decrease of RM0.1 million in sales representative fee due to termination of the services of our Singapore based sales representative,
as we have established direct relationship with the customers in Singapore.
168
167
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Bank overdraft - - 11 2.1 14 2.7
Bankers’ acceptance 22 4.8 75 14.2 125 24.2
Hire purchase loans 122 26.4 112 21.3 53 10.3
Lease liability interest - - - - 7 1.4
Term loans 317 68.8 328 62.4 316 61.4
461 100.0 526 100.0 515 100.0
For FYE 2019, finance cost increased by RM0.07 million or 14.1% as compared to FYE 2018, mainly due to additional finance cost as a result of new
banking facilities of RM8.0 million for working capital and draw down of new term loans of RM2.6 million, mainly for the acquisition of land under Lot
2773 & 2776 in August 2019.
For FYE 2020, finance costs decreased by RM0.01 million or 2.1% due to lower interest on term loans by RM0.01 million as compared to FYE 2019 as
a result of the decrease in base lending rate of a total of 100 basis points to 1.75% announced by BNM during FYE 2020. In addition, our finance
costs on hire purchase loans also decreased by RM0.06 million or 52.7%, due to 6 months loan moratorium granted by the relevant financiers. The
decrease in finance cost was partially offset by the increase in interest in bankers’ acceptance of RM0.06 million due to higher utilisation of the said
facilities.
169
168
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Audited
FYE 2018 FYE 2019 FYE 2020
Adjusted PBT (RM’000)(1) 4,916 4,361 8,623
Adjusted pre-tax margin (%) 8.8 7.4 10.3
Note:
(1)
Included in our other income in FYE 2020 is a gain from disposal of property,
which is non-recurring. Our adjusted PBT for FYE 2020 exclude the said other
income.
Our PBT decreased by RM0.6 million or 11.3% from RM4.9 million in FYE 2018 to
RM4.4 million in FYE 2019. Our PBT margin reduced by 1.4%. Although we
experienced slightly higher GP margin of 25.1% for FYE 2019, this was offset by
increased administrative expenses of 16.4% as well as selling and distribution
expenses of 10.8%, all of which largely relate to the hiring of additional headcount in
preparation for our business growth in FYE 2020, and annual increment.
Our PBT increased by RM4.3 million or 97.7% from RM4.4 million in FYE 2019 to
RM8.6 million in FYE 2020. PBT margin improved to 10.3%. Although our GP margin
remained relatively consistent at 25.5%, we enjoyed economies of scale in our
administrative expenses as well as selling and distribution expenses. Collectively,
such expenses only increased by 21.6% compared to revenue growth of 42.8%.
(h) Taxation
Audited
FYE 2018 FYE 2019 FYE 2020
(1)
Taxation (RM’000) 1,465 944 2,318
Statutory tax rate (%) 24.0 24.0 24.0
Effective tax rate (%)(2) 29.8 21.6 26.9
Notes:
(1)
Included in taxation in FYE 2020 is the real property gains tax arising from
the disposal of the property which is non-recurring. Our tax expense for FYE
2020 has been adjusted to exclude the said tax.
(2)
Calculated based on the tax expense over PBT for each financial year. The
PBT for FYE 2020 excludes gain from disposal of property, which is subject to
real property gains tax and not income tax.
FYE 2018
For FYE 2018, the effective tax rate was higher than the statutory tax rate mainly
due to certain expenses which are not deductible for tax purposes amounting to
approximately RM0.3 million. In addition, we also recorded an under provision of tax
in prior year amounting to approximately RM0.4 million due to recalculation of capital
allowances as a result of a grant received in 2017. This was offset mainly by income
not subject to tax amounting to RM0.1 million and utilisation of reinvestment
allowance amounting to RM0.2 million.
170
169
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
FYE 2019
For FYE 2019, the effective tax rate was lower than the statutory tax rate mainly due
to utilisation of reinvestment allowance of RM0.3 million and income not subject to
tax amounting to RM0.1 million. This was offset mainly by certain expenses which are
not deductible for tax purposes amounting to RM0.3 million.
FYE 2020
For FYE 2020, the effective tax rate was higher than the statutory tax rate mainly
due to certain expenses which are not deductible for tax purposes amounting to
approximately RM0.1 million. In addition, we also recorded an under provision of tax
in prior years amounting to approximately RM0.8 million due to recalculation of
capital allowances as a result of a grant received in 2018. This was offset mainly from
utilisation of reinvestment allowance amounting to RM0.5 million.
(a) Assets
Audited
As at 31 December
2018 2019 2020
RM’000 RM’000 RM’000
Non-current assets
Property, plant and
equipment 21,363 20,787 22,934
Right-of-use asset - - 411
21,363 20,787 23,345
Current assets
Inventories 8,177 11,523 10,815
Trade receivables 13,354 16,562 18,421
Other receivables, deposits
and prepayments 1,073 1,187 1,133
Tax recoverable 1,039 253 185
Cash and bank balances 737 4,509 5,555
24,380 34,034 36,109
Non-current assets
Our non-current assets decreased by RM0.6 million mainly due to RM2.6 million of
depreciation, which is offset by the acquisition of RM1.5 million of machinery
comprising 2 welding machines and 3 milling machines and an air cooling unit, and
RM0.4 million of furniture, fittings and office equipment.
171
170
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Current assets
(i) RM3.3 million increase in inventories to meet sales orders for the first quarter of
FYE 2020;
(ii) RM3.2 million increase in trade receivables due to higher sales generated in the
last quarter of FYE 2019 compared to the corresponding period in FYE 2018; and
(iii) Increased cash and bank balances of RM3.8 million, where in FYE 2018, we
utilised most of our cash and bank balances to acquire Lot 2773 & 2776.
Non-current assets
Our non-current assets increased by RM2.6 million mainly due to acquisition of:
(i) RM4.5 million of machinery, being mainly a punching and laser machine, 2 milling
machines, 3 welding machines and a visual quality control machine;
(iii) RM0.4 million of motor vehicles, being 2 8-tonne lorries and a transportation van;
(v) RM0.4 million of right-of-use assets being a new tenancy for our Kampung Jawa
branch. This tenancy has been terminated.
(ii) RM0.9 million decrease in freehold buildings, being the disposal of a parcel of
industrial land and factory to Coraza Holdings, further details of which are set out
in Section 10.1.
Current assets
(i) RM1.9 million increase in trade receivables in line with our overall higher sales
revenue; and
(ii) Increased cash and bank balances of RM1.0 million in line with our business
growth.
The above was offset by RM0.7 million decrease in inventories, largely due to a
RM0.9 million provision for slow moving stock.
172
171
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(b) Liabilities
Audited
As at 31 December
2018 2019 2020
RM’000 RM’000 RM’000
Non-current liabilities
Borrowings 7,351 9,814 8,436
Lease liability - - 265
Deferred income 2,466 2,130 1,794
Deferred tax liabilities 1,060 1,149 928
10,877 13,093 11,423
Current liabilities
Trade payables 5,191 6,854 5,599
Other payables and accruals 3,284 2,992 6,098
Refund liabilities - 75 195
Amount due to a director - - 3
Borrowings 1,768 3,768 6,732
Lease liability - - 149
10,243 13,689 18,776
Non-current liabilities
Our non-current liabilities increased by RM2.2 million mainly due to RM2.5 million of
term loan facilities undertaken for acquisition of Lot 2773 & 2776, which is offset by
deferred income released of RM0.3 million as a result of the government grants
received for reimbursement of capital expenditure on modernisation of specific
machinery and equipment.
Current liabilities
Current liabilities increased by RM3.4 million mainly from higher trade payables of
RM1.7 million as we ordered more supplies to cater to orders at that point in time
and higher borrowings of RM2.0 million, being bankers’ acceptance drawn down for
working capital.
Non-current liabilities
Current liabilities
Current liabilities increased by RM5.1 million, resulting from RM3.1 million increase in
other payables mainly in relation to provision of bonus, and RM2.8 million increase in
bankers’ acceptance in line with our increased sales, as well as increase in refund
liabilities of RM0.1 million given to Customer J and Customer P, in line with prompt
payment and sales volume. This was offset by decrease in RM1.3 million in trade
payables as we had available funds from our operations to repay our trade payables
earlier.
173
172
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
Net cash from operating activities 1,086 1,289 9,342
Net cash used in investing activities (5,785) (1,981) (3,028)
Net cash (used in)/from financing activities (1,598) 4,106 (5,932)
Net (decrease)/increase in cash and cash
equivalents (6,297) 3,414 382
Cash and cash equivalents at the beginning
of financial year 7,034 737 4,151
Cash and cash equivalents at end of
financial year 737 4,151 4,533
Represented by:
Cash and cash equivalents 737 4,509 5,555
Bank overdraft - (24) -
Fixed deposit pledge to a licensed bank - (334) (1,022)
737 4,151 4,533
FYE 2018
In FYE 2018, our net cash used in operating activities amounted to RM1.0 million. Our
collections of RM56.1 million were partially offset by payments of RM55.0 million. Such
payments were mainly for:
(d) Payment of factory overheads, administrative and selling and distribution expenses of
RM15.9 million; and
(e) Payment of income tax of RM1.7 million and interest expense of RM0.5 million.
In FYE 2018, our net cash used in investing activities amounted to RM5.8 million, due to
cash outflow for the purchase of property, plant and equipment of RM5.9 million comprising
mainly:
(a) 2 vacant industrial land under Lot 2773 & 2776 for RM3.6 million;
(b) Machinery and equipment for RM1.0 million being mainly a milling machine, 2 laser
welding machines, an oven and a forklift; and
174
173
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
In FYE 2018, our net cash used in financing activities amounted to RM1.6 million. This was
mainly attributable grant received of RM2.3 million and net drawdown of bankers’
acceptance of RM0.5 million which was offset by net repayment of our hire purchase loans
and term loans of RM0.6 million and RM0.7 million respectively. We also repaid RM3.0
million, being advances from our former holding company, Coraza Holdings for our working
capital requirement prior to FYE 2018.
FYE 2019
In FYE 2019, our net cash generated from operating activities amounted to RM1.3 million.
Our collections of RM55.4 million were partially offset by payments of RM54.1 million. Such
payments were mainly for:
(d) Payment of factory overheads, administrative and selling and distribution expenses of
RM18.0 million; and
(e) Payment of income tax of RM1.5 million and interest expense of RM0.5 million, which
was partially offset by income tax refund of RM1.4 million.
In FYE 2019, our net cash used in investing activities amounted to RM2.0 million, due to
cash outflow for the purchase of property, plant and equipment of RM2.1 million comprising
mainly:
(a) Machinery and equipment of RM1.5 million being mainly for 2 welding machines, 3
milling machines and an air cooling unit; and
In FYE 2019, our net cash from financing activities amounted to RM4.1 million. This was
mainly attributable to net drawdown of our bankers’ acceptance, hire purchase loans and
term loans of RM1.7 million, RM0.2 million and RM2.6 million respectively, which was offset
by changes in fixed deposit pledge to a licensed bank of RM0.3 million.
FYE 2020
In FYE 2020, our net cash generated from operating activities amounted to RM9.3 million.
Our collections of RM81.8 million were partially offset by payments of RM72.5 million. Such
payments were mainly for:
174
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(d) Payment of factory overheads, administrative and selling and distribution expenses of
RM20.8 million; and
(e) Payment of income tax of RM2.6 million and interest expense of RM0.5 million.
In FYE 2020, our net cash used in investing activities amounted to RM3.0 million due to
cash outflow for the purchase of property, plant and equipment of RM5.9 million comprising
mainly:
(a) Machinery and equipment of RM4.5 million, being mainly a punching and laser
machine, 2 milling machines, 3 welding machines and a visual quality control
machine;
(c) Motor vehicles of RM0.4 million being 2 8-tonne lorries and a transportation van; and
(d) Capital work-in-progress of RM0.3 million in relation to clearing of land and building
of a temporary storage on Lot 2773 & 2776.
Net cash used in investing activities was partially offset by proceeds from disposal of a
piece of industrial land together with factory to Coraza Holdings for a cash consideration of
RM2.8 million, further details of which are set out in Section 10.1.
In FYE 2020, our net cash used in financing activities amounted to RM5.9 million. We
declared dividend of RM6.8 million in FYE 2020. Additionally, we also repaid hire purchase
loans and term loans of RM0.4 million and RM0.8 million respectively. There were also
increase in fixed deposit pledge to a licensed bank by RM0.7 million. This was offset by net
drawdown of our bankers’ acceptance of RM2.8 million.
We finance our operations with cash generated from operations, supplier’s credit, various
credit facilities extended by financial institutions as well as existing cash and bank balances.
Our credit facilities from financial institutions comprise term loans, bankers’ acceptance,
bank overdrafts as well as hire purchase.
Our working capital is sufficient for our existing and foreseeable requirements for a period
of 12 months from the date of this Prospectus, taking into consideration the following:
(a) Our cash and cash equivalent of approximately RM6.1 million as at LPD (of which
RM2.9 million is pledged to financial institutions);
176
175
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(b) Our expected future cash flows from operations, taking into account the expected
revenue from our major customers, who provide us with forecast of their orders
between 6 to 12 months in advance. In addition, as at LPD we also have outstanding
purchase orders in hand to be fulfilled within the next 12 months. These forecasted
orders generally materialise, coupled with our existing outstanding purchase orders,
are converted to cash within the credit period given;
(c) Our total trade financing facilities limit as at LPD of RM15.8 million (excluding term
loans and hire purchase), of which RM5.0 million have been utilised; and
(d) Our pro forma gearing level of [●] times, based on our pro forma statements of
financial position as at 31 December 2020 after the Acquisition, Public Issue and
utilisation of proceeds.
We carefully consider our cash position and ability to obtain further financing before
making significant capital commitments.
177
176
Registration
RegistrationNoNo: 202001039065 (1395386-M)
: 202001039065(1395386-M)
All of our borrowings are secured, interest-bearing and denominated in RM. Our total outstanding borrowings (bank borrowings and hire purchase loans) as
at 31 December 2020 stood at RM15.2 million, details of which are set out below:
As at
Tenure of the Effective 31 December
Purpose Security facility interest rate 2020
% RM’000
Interest bearing short-term borrowings, payable within 1 year:
Term loans Purchase of freehold (a) First legal charge over the freehold land and buildings of 5 years to 23 2.45 to 3.37 933
land and buildings Coraza Systems years
(b) Joint and several guarantees by our Directors and
Promoters(3)
(c) Corporate guarantee by Coraza Holdings(3)
Bankers’ Working capital (a) First legal charge over the freehold land and buildings of 90 days 1.97 to 2.54 4,966
acceptance Coraza Systems
(b) Joint and several guarantees by our Directors and
Promoters(3)
(c) Corporate guarantee by Coraza Holdings(3)
Hire purchase Purchase of Asset purchased under the facility 5 years - 6 2.47 833
loans machinery and years
equipment
6,732
Interest bearing long-term borrowings, payable after 1 year:
Term loans Purchase of freehold (a) First legal charge over the freehold land and buildings of 5 years to 23 2.45 to 3.37 7,052
land and buildings Coraza Systems years
(b) Joint and several guarantees by our Directors and
Promoters(3)
(c) Corporate guarantee by Coraza Holdings(3)
178
177
Registration
RegistrationNo
No: :202001039065 (1395386-M)
202001039065(1395386-M)
As at
Tenure of the Effective 31 December
Purpose Security facility interest rate 2020
% RM’000
Hire purchase Purchase of Asset purchased under the facility 5 years - 6 2.47 1,384
loans machinery and years
equipment and
motor vehicles
8,436
Total borrowings 15,168
Gearing (times)
After Acquisition but before Public Issue and utilisation of proceeds(1) 0.26
After Acquisition and utilisation of proceeds (2) [●]
Notes:
(1)
Computed based on our pro forma equity attributable to the owners of our Company of RM57.5 million in the pro forma statements of financial
position after the Acquisition, but before Public Issue and utilisation of proceeds.
(2)
Computed based on our pro forma equity attributable to the owners of our Company of RM[●] million in the pro forma statements of financial
position after adjusting for the Acquisition, Public Issue and utilisation of proceeds which includes repayment of bank borrowings of RM[●] million.
In tandem with the utilisation of proceeds, we have assumed the undertaking of borrowings for the construction of our new factory of RM13.3
million, which is not funded from our Public Issue.
(3)
In conjunction with our Listing, we have obtained a conditional release and/or discharge of the guarantees by substituting the same with a
corporate guarantee from our Company and/or other securities from our Group acceptable to the financiers. Until such release and/or discharge are
obtained from the respective financiers, our Directors, Promoters and Coraza Holdings will continue to guarantee the banking facilities extended to
our Group.
179
178
Registration
RegistrationNo
No::202001039065 (1395386-M)
202001039065(1395386-M)
As at LPD, we do not have any borrowings which are non-interest bearing and/or in foreign currency.
We have not defaulted on payments of principal sums and/or interests in respect of any of our borrowings throughout FYE 2018 to 2020 and up to LPD.
As at LPD, neither our Company nor any of our subsidiary is in breach of any terms and conditions or covenants associated with the credit arrangement or
bank loan which can materially affect our financial position and results or business operations or the investments by holders of our securities.
During FYE 2018 to 2020, we did not experience any claw back or reduction in the facilities limit granted to us by our lenders.
Separately, we have also recognised the following lease liabilities on the right-of-use assets which are denominated in RM:
As at 31
Purpose Tenure December 2020
RM’000
Lease liabilities payable within 1 year Rental obligations for premises used in 12 to 36 months 149
our operations
Lease liabilities payable after 1 year Rental obligations for premises used in 12 to 36 months 265
our operations
414
180
179
RegistrationNoNo: 202001039065
Registration : 202001039065(1395386-M)
(1395386-M)
Save as disclosed in Section 12.4 above, we do not have or utilise any other financial
instruments or have any other treasury policies. All our financial instruments are used for
the purchase of property, plant and equipment and working capital requirements. As at 31
December 2020, save for hire purchase loans which are based on fixed rates, all our other
facilities with licensed financial institutions are based on base rate plus or minus a rate
which varies depending on the type of facility.
As at LPD, save as disclosed below, we do not have any other material capital
commitments:
RM’000
Approved and contracted for:
Purchase of the following machinery:
- 2 bending machines and a sanding machine (to be funded from
our Public Issue as set out in Section 4.9.1) 1,410
- A bending machine and 3 milling machines (internally funded) 1,191
Building extension 636
Construction of firewall (Completed, remaining payments according to
monthly schedule) 120
Project consultant for construction of firewall 62
ERP software 362
We are not engaged in any material litigation, claim or arbitration either as plaintiff or
defendant and there is no proceeding pending or threatened or any fact likely to give rise
to any proceeding which might materially or adversely affect our position or business as at
LPD.
There are no contingent liabilities incurred by us or our subsidiary, which upon becoming
enforceable, may have a material effect on our financial position or our subsidiary as at
LPD.
Audited
As at 31 December
2018 2019 2020
(1)
Trade receivables turnover (days) 87 93 76
Trade payables turnover (days)(2) 58 50 36
181
180
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Audited
As at 31 December
2018 2019 2020
Inventory turnover (days)(3) 67 82 65
Current ratio (times)(4) 2.4 2.5 1.9
Gearing ratio (times)(5) 0.4 0.5 0.5
Notes:
(1)
Computed based on average opening and closing trade receivables over revenue for
the year multiplied by 365 days for each financial year.
(2)
Computed based on average opening and closing trade payables over cost of sales
for the year multiplied by 365 days for each financial year.
(3)
Computed based on average opening and closing inventory over cost of sales for
the year multiplied by 365 days for each financial year.
(4)
Computed based on current assets over current liabilities as at each year end.
(5)
Computed based on total borrowings over total equity as at each year end.
The normal credit period granted by our Group to our customers is 30 to 90 days from the
date of invoice. Other credit terms are assessed on a case by case basis.
Our trade receivables turnover of between 87 to 93 days for FYE 2018 and 2019
respectively was within the credit period granted to customers. The lower trade receivables
turnover of 76 days for FYE 2020 was mainly due to prompt payments from our major
customers, namely Customer J and Customer P.
Collected from 1
January 2021 up
As at 31 December 2020 to LPD Balance as at LPD
Percentage
of trade Percentage
RM’000 receivables RM’000 RM’000 of balance
(a)/total of (c) = (a)- (c)/total of
(a) (a) (b) (b) (c)
Neither past due
nor impaired 13,161 71.5 13,058 103 51.0
182
181
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Note:
* Negligible
Our total trade receivables past due as at 31 December 2020 is RM5.3 million, representing
28.5% of our total trade receivables. As at LPD, we have substantially collected the
amount outstanding, and the balance has been reduced to less than RM100,000.
Our Group has not encountered any major disputes with our trade receivables. With
respect to overdue debts, we have generally been able to collect payment eventually as
evident by our subsequent collections after 31 December 2020.
Our Group has in place a credit procedure to monitor and minimise the exposure of default.
Receivables are monitored on a regular and an ongoing basis. Credit evaluations are
performed on all customers requiring credit over certain amount.
Financial assets are written off when there is no reasonable expectation of recovery, such
as debtor failing to engage in a repayment plan with us. Where receivables have been
written off, we will continue to engage enforcement activity to attempt to recover the
receivable due. Where recoveries are made, these are recognised in profit or loss.
An impairment analysis is performed at each reporting date using a provision matrix that
measures expected credit losses for all trade receivables. There was no impairment loss on
trade receivables recognised over the financial years under review.
Paid from
1 January
2021 up
As at 31 December 2020 to LPD Balance as at LPD
Percentage
of trade Percentage
RM’000 payables RM’000 RM’000 of balance
(a)/total of (c) = (a)- (c)/total of
(a) (a) (b) (b) (c)
Within credit period 2,865 51.2 2,865 - -
Exceeding credit
period:
- 1 to 30 days 2,077 37.1 2,077 - -
- 31 to 60 days 701 12.5 701 - -
- 61 to 90 days (51) (0.9) (51) - -
- 91 to 120 days - - - - -
- over 120 days 7 0.1 7 - -
2,734 48.8 2,734 - -
5,599 100.0 5,599 - -
183
182
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The normal credit terms granted to us by our suppliers range from 30 to 90 days.
The trade payable turnover days for the financial years under review were within the
normal credit terms granted by our creditors.
As at LPD, we have fully paid our trade payables as at 31 December 2020. As at LPD,
there are no disputes in respect of our trade payables and we are not aware of any legal
action initiated by our suppliers or subcontractors to demand for payment.
Our Group’s inventories comprise raw materials used for our manufacturing activities, work-
in-progress and finished goods:
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 % RM’000 % RM’000 %
Raw materials 3,959 48.5 5,255 45.6 4,252 39.3
Work-in-progress 2,367 28.9 4,311 37.4 3,400 31.4
Finished goods 1,851 22.6 1,957 17.0 3,163 29.3
8,177 100.0 11,523 100.0 10,815 100.0
The largest component of our inventories comprises raw materials. This is because we are
required to purchase certain LLM in minimum order quantities, which results in higher raw
material inventory levels. These raw materials are mainly LLM, aluminium and stainless
steel which are non-perishable in nature and commonly used in our production.
Our inventory turnover days increased from 67 days as at 31 December 2018 to 82 days as
at 31 December 2019 mainly due to higher work-in-progress as at 31 December 2019 to
cater for sales towards the first quarter of 2020. These work-in-progress were subsequently
converted into finished goods and shipped out to customers. Subsequently, our inventory
turnover days normalized to 65 days as at 31 December 2020.
The ageing analysis of our inventories as at 31 December 2020 (net of provision for slow
moving inventories of RM0.9 million) is as follows:
Audited
RM’000
12 months or less 10,803
More than 12 months 12
10,815
Inventories which are more than 12 months mainly consist of raw materials such as LLM,
aluminium and stainless steel which are usable.
184
183
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Details of the provision for slow moving inventories for FYE 2018 to 2020 are as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
RM’000 RM’000 RM’000
Provision for slow moving raw
materials - - 926
Despite the provision for slow moving inventories, such raw materials which are mainly
LLM, aluminium and stainless steel are still usable.
Our current ratio throughout the financial years under review is as follows:
Audited
As at 31 December
2018 2019 2020
RM’000 RM’000 RM’000
Current assets 24,380 34,034 36,109
Current liabilities 10,243 13,689 18,776
Net current assets 14,137 20,345 17,333
Our current ratios range from 1.9 to 2.5 times for the financial years under review. The
decrease in current ratio for FYE 2020 was mainly due to increase in current liabilities
arising from bonuses accrued and bank borrowings drawn down as at 31 December 2020.
Our current ratios indicate that we are capable of meeting short term obligations as our
current assets such as trade receivables and inventories, which can be readily converted to
cash, together with our cash in bank are enough to meet our current liabilities.
Our gearing ratio throughout the financial years under review is as follows:
Audited
As at 31 December
2018 2019 2020
RM’000 RM’000 RM’000
Total borrowings 9,119 13,582 15,168
Total equity 24,623 28,039 29,255
The increase in gearing from 0.4 times in FYE 2018 to 0.5 times in FYE 2019 was mainly
due to drawdown of term loan for the purchase of Lot 2773 & 2776 and hire purchase for
machinery.
185
184
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Section 9 details a number of risk factors relating to our business and the industry in which
we operate in. Some of these risk factors have an impact on our Group’s revenue and
financial performance. The main factors which affect our revenues and profits include but
not limited to the following:
Although we enjoy a good working relationship with our major customers, there is no
assurance that we will be able to retain these customers or maintain or increase the
level of business activity that we have with them. Any adverse changes to the
business relationship between our Group and our major customers such as
cancellation of orders or a termination of the relationship my lead to a negative
impact on our operations and financial performance.
We are dependent on the supply of skilled workers and production workers. Although
we have automated machinery and equipment in our manufacturing facility, we are
still reliant on production workers. We are also dependent on the supply of skilled
workers such as engineers who are involved in processes such as product D&D and
programming of CNC machinery. In a tight skilled labour market, we face the risk of
competing for our skilled workers among other companies involved in engineering
supporting services. In the event that we are unable to retain or replace them, our
business operations and financial performance may be negatively affected.
(c) We are dependent on the availability, quality and price fluctuations of raw
materials
Our operations are dependent on consistent supply of raw materials that meet our
quality standards. We must obtain raw materials on a timely basis in order for us to
turn around and deliver our products on a timely basis to our customers. Any
prolonged disruption in the supplies of these raw materials and/or raw materials that
do not meet our quality standards will disrupt our business operations.
Our raw materials particularly steel and aluminium are also price sensitive and we
face the risk of fluctuating prices. Although we can pass on such risks by increasing
the selling price of our products to maintain our profit margin, such action would
result in our products becoming less competitive in the market and this in turn may
have a material and adverse effect on us.
(d) We are dependent on our continuing ability to identify and deploy the
latest technology
If we are unable to keep up with the latest technological changes, or fund new
capital expenditure required to upgrade our plant and machinery, our competitive
position may be impaired and we could lose our customers to our competitors. This
may have a material and adverse effect on us.
186
185
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
There were no government, economic, fiscal or monetary policies or factors which have
materially affected our financial performance during FYE 2018 to 2020. Further to the
government’s announcement of the “Short-Term Economic Recovery Plan” or “PENJANA” on
5 June 2020, a special reinvestment allowance incentive will be given for manufacturing and
selected agriculture activity as defined in Schedule 7A of the Income Tax Act 1967 for the
years of assessment 2020 to 2022. We will be able to enjoy this special reinvestment
allowance incentive.
There is no assurance that our financial performance will not be adversely affected by the
impact of further changes in government, economic, fiscal or monetary policies or factors
moving forward. Risks relating to government, economic, fiscal or monetary policies or
factors which may adversely and materially affect our operations are set out in Section 9.
During FYE 2018 to 2020, our financial performance was not materially affected by the
impact of inflation. However, there is no assurance that our financial performance will not
be adversely affected by the impact of inflation moving forward.
RM’000 equivalent of
balances denominated Total
USD SGD Others RM’000
Financial assets
Cash and bank balances 1,075 - - 1,075
Trade receivables 15,004 - - 15,004
Other receivables, deposits and 468 57 3 528
prepayments
16,547 57 3 16,607
Financial liabilities
Trade payables 623 - 21 644
(1) (1)
Other payables and accruals - - - -
(1)
623 - 21 644
Note:
(1)
Less than RM1,000.
(a) Our foreign currency denominated trade and other receivables and deposits
and prepayments represent 79.4% of our total trade and other receivables,
deposits and prepayments of RM19.5 million as at 31 December 2020;
187
186
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(b) Our foreign currency denominated cash and bank balances represent only
19.4% of our total cash and bank balances of RM5.6 million as at 31
December 2020; and
(c) Our foreign currency denominated trade and other payables represent 5.5%
of our total trade and other payables of RM11.7 million as at 31 December
2020.
A sensitivity analysis performed on our Group’s foreign currency financial assets and
liabilities as at 31 December 2020 indicates that our PBT for FYE 2020 would
decrease or increase by approximately RM1.6 million, as a result of a 10%
appreciation or depreciation of RM against USD.
Our exposure to changes in interest rate risk relates primarily to our borrowings from
banks. We do not generally hedge interest rate risks.
A sensitivity analysis performed on our Group based on the outstanding floating rate
of our bank borrowings as at 31 December 2020 indicates that our PBT for FYE 2020
would increase or decrease by approximately RM0.01 million, as a result of increase
or decrease in interest rates by 25 basis points on these borrowings.
Our financial results for FYE 2018 to 2020 were not materially affected by fluctuations
in interest rates.
We were not materially affected by fluctuations in commodity prices for FYE 2018 to
2020. During FYE 2021, prices of raw materials have increased between 10% to 70%
depending on the type of materials. We are in the midst of requoting our selling
prices to our customers to reflect the increased cost of raw materials.
(a) Our revenue will remain sustainable with an upward growth trend, in line with the
growth in the engineering support industry as set out in the IMR Report;
(b) Our liquidity will improve subsequent to the Public Issue given the additional funds to
be raised for us to carry out our business strategies as stated in Section 7.19; and
188
187
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(c) Our capital resources will strengthen, considering the proceeds to be raised from the
Public Issue as well as internally generated funds. We may consider debt funding for
our business expansion should the need arises.
In addition to the above, our Board is not aware of any circumstances which would result in
a significant decline in our revenue and GP margins or know of any factors that are likely to
have a material impact on our liquidity, revenue or profitability.
Based on our track record for FYE 2018 to 2020, the following trends may continue to
affect our business:
(a) More than 85.0% of our revenue was derived from our fabrication of sheet metal
segment. We expect this segment to continue contributing significantly to our
revenue in the future;
(b) The main components of our cost of sales are raw materials and direct labour cost.
Moving forward, our cost of sales is expected to fluctuate in tandem with our revenue
segmentation. Our cost of sales is dependent on amongst others, the availability and
price fluctuation of raw material and labour costs; and
(c) We achieved a GP margin of 24.2%, 25.1% and 25.5% for FYE 2018, FYE 2019 and
FYE 2020 respectively. We expect to maintain our GP margin within this range in the
future. This would depend on, amongst others, our continued ability to manage our
costs efficiently.
As at LPD, after all reasonable enquiries, our Board confirms that our operations have not
been and are not expected to be affected by any of the following:
(a) Known trends, demands, commitments, events or uncertainties that have had or that
we reasonably expect to have, a material favourable or unfavourable impact on our
Group’s financial performance, position and operations other than those discussed in
Sections 7.9, 12.2, 12.9, 12.10, 12.11 and 12.12;
(b) Material commitments for capital expenditure save as disclosed in Section 12.6;
(c) Unusual, infrequent events or transactions or any significant economic changes that
have materially affected the financial performance, position and operations of our
Group save as discussed in Sections 7.8, 12.2, 12.9, 12.10, 12.11 and 12.12;
(d) Known trends, demands, commitments, events or uncertainties that have resulted in
a substantial increase in our Group’s revenue save for those that had been discussed
in Sections 7.9, 12.2, 12.9, 12.10, 12.11 and 12.12; and
(e) Known trends, demands, commitments, events or uncertainties that are reasonably
likely to make our Group’s historical combined financial statements not necessarily
indicative of the future financial performance and position other than those discussed
in Sections 7.9, 12.2, 12.9, 12.10, 12.11 and 12.12.
189
188
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Although our Group temporarily suspended operations from 31 May 2021 to 7 June 2021
due to a directive from the MOH arising from positive COVID-19 cases detected among our
employees, our financial performance in the immediate financial year up to LPD was only
affected in terms of delayed revenue, for the periods where our production activities were
halted. We did not experience any termination or cancellation of any of our orders as at
LPD. None of our customers have imposed any penalty for delayed deliveries as at LPD,
and we do not expect any such penalty.
Based on the above, our Board is optimistic about the future prospects of our Group given
the positive outlook of the engineering support industry in Malaysia as set out in the IMR
Report in Section 8, our Group’s competitive strengths set out in Section 7.16 and our
Group’s intention to implement the business strategies as set out in Section 7.19.
As our Company is an investment holding company, our income and therefore our ability to
pay dividends is dependent upon the dividends we receive from our subsidiaries, present or
future. Our subsidiaries will require its financiers’ consent as set out in the respective
facility agreements to pay dividends to our Company. Save for compliance with the
solvency requirement under the Act, which is applicable to all Malaysian companies, there
are no legal, financial, or economic restrictions on the ability of our existing subsidiary to
transfer funds in the form of cash dividends, loans or advances to us. Moving forward, the
payment of dividends or other distributions by our subsidiaries will depend on their
distributable profits, operating results, financial condition, capital expenditure plans,
business expansion plans and other factors that their respective boards of directors deem
relevant.
Our Group presently does not have any formal dividend policy. The declaration of interim
dividends and the recommendation of final dividends are subject to the discretion of our
Board and any final dividends for the year are subject to shareholders' approval. It is our
intention to pay dividends to shareholders in the future; however, such payments will
depend upon a number of factors, including our Group's financial performance, capital
expenditure requirements, general financial condition and any other factors considered
relevant by our Board.
During FYE 2018 to 2020, we declared and paid the following dividend:
No dividend was declared and paid subsequent to FYE 2020 and up to LPD.
(a) Based on latest unaudited combined financial information of our Group as at 30 April
2021; and
(b) After adjusting for the effects of the Public Issue and utilisation of proceeds.
190
189
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
I II III
After II
After I and and
As at 30 After Public utilisation
April 2021 Acquisition Issue of proceeds
RM’000 RM’000 RM’000 RM’000
Capitalisation
Shareholders’ equity (8) 35,725 [●] [●]
Total capitalisation (8) 35,725 [●] [●]
Indebtedness (1)
Current
Bank overdrafts - 8 8 [●]
Bankers’ acceptance - 5,021 5,021 [●]
Term loans - 877 877 [●]
Hire purchase - 1,191 1,191 [●]
Lease liabilities - 152 152 [●]
Non-current
Term loans - 6,279 6,279 [●]
Hire purchase - 4,516 4,516 [●]
Lease liabilities - 214 214 [●]
[●]
Total indebtedness - 18,258 18,258 [●]
Notes:
(1)
All of our indebtedness are secured and/or guaranteed.
(2)
Calculated based on the total indebtedness divided by the total capitalisation.
191
190
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
0
0
191
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
30 June 2021
30 June 2021
30 June 2021
Dear Sirs,
Opinion
We have audited the accompanying combined financial statements of the Company and its combining
entity, Coraza Systems Malaysia Sdn. Bhd., (collectively known as “Group”) which comprises the
combined statements of financial position as at 31 December 2018, 2019 and 2020 and the combined
statements of comprehensive income, combined statements of changes in equity and combined
statements of cash flows for the financial years then ended and a summary of significant accounting
policies and other explanatory notes, as set out on pages 4 to 51. The combined financial statements of
the Group have been prepared for inclusion in the prospectus of the Company in connection with the
listing of and quotation for the entire enlarged issued share capital of the Company on the ACE Market of
Bursa Malaysia Securities Berhad. This report is given for the purpose of complying with the Prospectus
Guidelines issued by the Securities Commission Malaysia and should not be relied upon for any other
purposes.
In our opinion, the accompanying combined financial statements give a true and fair view of the combined
statements of financial position of the Group as at 31 December 2018, 2019 and 2020 and of their
combined financial performance and combined cash flows for the financial years then ended in
accordance with Malaysian Financial Reporting Standards and International Financial Reporting
Standards.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing. Our responsibilities under those standards are further described in the Reporting
Accountantsʼ Responsibilities for the Audit of the Combined Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
We are independent of the Group in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards
Board for Accountantsʼ International Code of Ethics for Professional Accountants (including International
Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.
1
192
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The Directors of the Company are responsible for the preparation of the combined financial statements of
the Group that give a true and fair view in accordance with Malaysian Financial Reporting Standards and
International Financial Reporting Standards. The Directors are also responsible for such internal control
as the Directors determine is necessary to enable the preparation of the combined financial statements of
the Group that are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements of the Group, the Directors are responsible for assessing
the Groupʼs ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or cease operations, or have no realistic alternative but to do so.
Reporting Accountantsʼ Responsibilities for the Audit of the Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the combined financial statements of
the Group as a whole are free from material misstatement, whether due to fraud or error, and to issue a
reporting accountantsʼ report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with approved standards on
auditing in Malaysia and International Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these combined financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the combined financial statements
of the Group, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Groupʼs internal control.
• Conclude on the appropriateness of the Directorsʼ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Groupʼs ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our reporting accountantsʼ report to the related disclosures in the
combined financial information of the Group or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
report. However, future events or conditions may cause the Group to cease to continue as a
going concern.
2 193
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Reporting Accountantsʼ Responsibilities for the Audit of the Combined Financial Statements
(contʼd)
As part of an audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also: (contʼd)
• Evaluate the overall presentation, structure and content of the combined financial statements
of the Group, including the disclosures, and whether the combined financial statements of the
Group represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the combined financial
information of the Group. We are responsible for the direction, supervision and performance
of the group audit. We remain solely responsible for our audit opinion.
We communicated with the Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identified during our audit.
This report has been prepared solely to comply with the Prospectus Guidelines issued by the Securities
Commission Malaysia and for inclusion in the prospectus of Coraza in connection with the listing of and
quotation for the entire enlarged issued share capital of Coraza on the ACE Market of Bursa Malaysia
Securities Berhad and should not be relied upon for any other purposes. We do not assume responsibility
to any other person for the content of this report.
Penang
3 194
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
CORAZAINTEGRATED
CORAZA INTEGRATEDTECHNOLOGY
TECHNOLOGYBERHAD
BERHAD
RegistrationNo.:
Registration No.:202001039065
202001039065(1395386-M)
(1395386-M)
(IncorporatedininMalaysia)
(Incorporated Malaysia)
COMBINEDSTATEMENTS
COMBINED STATEMENTSOF OFFINANCIAL
FINANCIALPOSITION
POSITION
|---------------As
|--------------- Asat
at31
31December
December---------------|
---------------|
Note
Note 2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
ASSETS
ASSETS
Non-currentassets
Non-current assets
Property,plant
Property, plantand
andequipment
equipment 44 22,933,601
22,933,601 20,786,850
20,786,850 21,363,365
21,363,365
Right-of-use asset
Right-of-use asset 55 410,854
410,854 -- --
23,344,455
23,344,455 20,786,850
20,786,850 21,363,365
21,363,365
Currentassets
Current assets
Inventories
Inventories 66 10,814,702
10,814,702 11,522,916
11,522,916 8,176,846
8,176,846
Tradereceivables
Trade receivables 77 18,420,995
18,420,995 16,561,872
16,561,872 13,353,791
13,353,791
Otherreceivables,
Other receivables,deposits
depositsand
and
prepayments
prepayments 88 1,133,916
1,133,916 1,187,664
1,187,664 1,073,673
1,073,673
Taxrecoverable
Tax recoverable 185,575
185,575 252,900
252,900 1,038,601
1,038,601
Cash
Cash andandcash
cashequivalents
equivalents 99 5,554,519
5,554,519 4,508,612
4,508,612 737,100
737,100
36,109,707
36,109,707 34,033,964
34,033,964 24,380,011
24,380,011
TOTALASSETS
TOTAL ASSETS 59,454,162
59,454,162 54,820,814
54,820,814 45,743,376
45,743,376
EQUITYAND
EQUITY ANDLIABILITIES
LIABILITIES
Equity
Equity
Equityattributable
Equity attributableto
toowners
ownersto
to
theCompany
the Company
Sharecapital
Share capital 10(i)
10 (i) 11 -- --
Invested equity
Invested equity 10 (ii)
10 (ii) 2,500,000
2,500,000 2,500,000
2,500,000 2,500,000
2,500,000
Retained profits
Retained profits 11
11 26,754,894
26,754,894 25,539,124
25,539,124 22,122,716
22,122,716
Totalequity
Total equity 29,254,895
29,254,895 28,039,124
28,039,124 24,622,716
24,622,716
Non-currentliabilities
Non-current liabilities
Borrowings
Borrowings 12
12 8,435,741
8,435,741 9,814,345
9,814,345 7,350,743
7,350,743
Leaseliability
Lease liability 55 264,866
264,866 -- --
Deferred income
Deferred income 13
13 1,794,120
1,794,120 2,130,140
2,130,140 2,466,160
2,466,160
Deferred tax liabilities
Deferred tax liabilities 14
14 928,000
928,000 1,149,000
1,149,000 1,060,000
1,060,000
11,422,727
11,422,727 13,093,485
13,093,485 10,876,903
10,876,903
Currentliabilities
Current liabilities
Trade payables
Trade payables 15
15 5,599,398
5,599,398 6,854,142
6,854,142 5,191,515
5,191,515
Otherpayables
Other payablesand andaccruals
accruals 16
16 6,097,999
6,097,999 2,990,694
2,990,694 3,284,447
3,284,447
Refund liabilities
Refund liabilities 17
17 195,000
195,000 75,000
75,000 --
Amountdue
Amount dueto toaadirector
director 18
18 3,109
3,109 -- --
Borrowings
Borrowings 12
12 6,731,863
6,731,863 3,768,369
3,768,369 1,767,795
1,767,795
Leaseliability
Lease liability 55 149,171
149,171 -- --
18,776,540
18,776,540 13,688,205
13,688,205 10,243,757
10,243,757
TOTALLIABILITIES
TOTAL LIABILITIES 30,199,267
30,199,267 26,781,690
26,781,690 21,120,660
21,120,660
TOTALEQUITY
TOTAL EQUITYAND
ANDLIABILITIES
LIABILITIES 59,454,162
59,454,162 54,820,814
54,820,814 45,743,376
45,743,376
44
195
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
5
5
196
Registration
RegistrationNo
No: :202001039065
202001039065(1395386-M)
(1395386-M) Registration No : 202001039065 (1395386-M)
At dateBalance
of incorporation December
as at 31 on 30 November 1 January 2020
2019/ 2020 1 - 2,500,000
- 25,539,124
- 28,039,124
1
At date of incorporation
Total comprehensive income for
onthe November
30 financial 2020
year - 1 - - 8,015,770 - 8,015,770 1
Total comprehensive
Transaction with owner: income for the financial year - - 8,015,770 8,015,770
Dividends 23 - - (6,800,000) (6,800,000)
Transaction with owner:
Dividends 23 - - (6,800,000) (6,800,000)
Balance as at 31 December 2020 1 2,500,000 26,754,894 29,254,895
Balance as at 31 December 2020 1 2,500,000 26,754,894 29,254,895
* This denotes the share capital of Coraza Systems Malaysia Sdn. Bhd.
* This denotes the share capital of Coraza Systems Malaysia Sdn. Bhd.
197 6
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
7
7
198
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
199
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
200
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
10
10
201
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
2.NOTESBASIS
TO THE
OFCOMBINED FINANCIAL
PREPARATION OF THESTATEMENTS (CONTʼD)
FINANCIAL STATEMENTS (CONTʼD)
2.
2.1 BASIS OFof
Statement PREPARATION
Compliance OF THE FINANCIAL STATEMENTS (CONTʼD)
2.1 Statement
The combined of Compliance
financial statements of the Group for the financial years ended 31 December
2018, 2019 and 2020, have been prepared in accordance with Malaysian Financial Reporting
The combined financial statements of the Group for the financial years ended 31 December
Standards (“MFRSs”) and International Financial Reporting Standards (“IFRSs”) and in
2018, 2019 and 2020, have been prepared in accordance with Malaysian Financial Reporting
compliance with Chapter 10, Part II Division I: Equity of the Prospectus Guidelines issued by the
Standards (“MFRSs”) and International Financial Reporting Standards (“IFRSs”) and in
Securities Commission Malaysia.
compliance with Chapter 10, Part II Division I: Equity of the Prospectus Guidelines issued by the
2.1.1 SecuritiesinCommission
Changes accountingMalaysia.
policies
Changes
2.1.1 During the in accounting
financial yearspolicies
under review, the Group adopted the following accounting policies
which are relevant and applicable to the Groupʼs combined financial statements:-
During the financial years under review, the Group adopted the following accounting policies
(i)which are relevant
MFRS and applicable
15 Revenue to the Groupʼs
from Contracts with combined
Customersfinancial statements:-
– effective 1 January 2018
(i) MFRS15
MFRS 15provides
Revenuea from
singleContracts
model for with Customers
accounting – effective
for revenue 1 January
arising 2018 with
from contracts
customers using a 5-step approach model.
MFRS 15 provides a single model for accounting for revenue arising from contracts with
customers
The using
standard a 5-step
focuses approach
on the model.and satisfaction of performance obligations in
identification
recognising revenue, moving from the transfer of risk and rewards.
The standard focuses on the identification and satisfaction of performance obligations in
recognising
The revenue,
Group adopted moving
MFRS from the transfer
15 Revenue of risk and
from Contracts withrewards.
Customers retrospectively.
Theadoption
The Group adopted
of MFRSMFRS 15 15 Revenuefrom
Revenue fromContracts
Contracts with
with Customers
Customers retrospectively.
does not have
material financial impact to the combined financial statements of the Group save for the
The adoption of MFRS 15 Revenue from Contracts with Customers does not have
adjustment to the transaction price as the Group provides prompt payment discounts and
material financial impact to the combined financial statements of the Group save for the
volume rebates to certain customers.
adjustment to the transaction price as the Group provides prompt payment discounts and
(ii) volume
MFRS rebates to Instruments
9 Financial certain customers.
– effective 1 January 2018
(ii) MFRS 9 Financial
Classification Instruments – effective 1 January 2018
and measurement
Classification
Previously, theand measurement
Groupʼs trade receivables and other financial assets (i.e., other
receivables, refundable deposits and cash and cash equivalents) were classified as loans
Previously, the Groupʼs trade receivables and other financial assets (i.e., other
and receivables are now classified and measured at amortised cost.
receivables, refundable deposits and cash and cash equivalents) were classified as loans
and receivables are now classified and measured at amortised cost.
Impairment
Impairment
In respect of impairment of financial assets, MFRS 9 replaces the MFRS 139ʼs incurred
loss approach with a forward-looking expected credit loss (“ECL”) approach. The new
In respect of impairment of financial assets, MFRS 9 replaces the MFRS 139ʼs incurred
impairment model applies to financial assets measured at amortised cost, contract assets
loss approach with a forward-looking expected credit loss (“ECL”) approach. The new
and debt investments measured at fair value through other comprehensive income, but
impairment model applies to financial assets measured at amortised cost, contract assets
not to investments in equity instruments. The Group adopted MFRS 9 retrospectively with
and debt investments measured at fair value through other comprehensive income, but
practical expedients and transitional exemptions as allowed by the standard.
not to investments in equity instruments. The Group adopted MFRS 9 retrospectively with
Nevertheless, as permitted by MFRS 9, the Group has elected not to restate the
practical expedients and transitional exemptions as allowed by the standard.
comparatives. The change in impairment model did not have a material impact to the
Nevertheless, as permitted by MFRS 9, the Group has elected not to restate the
combined financial statements of the Group.
comparatives. The change in impairment model did not have a material impact to the
combined financial statements of the Group.
(iii) MFRS 16 Leases – effective 1 January 2019
(iii) MFRS 16 Leases – effective 1 January 2019
MFRS 16 replaces the guidance in MFRS 117, Leases, IC Interpretation 4, Determining
whether an Arrangement contains a Lease, IC Interpretation 115, Operating Leases –
MFRS 16 replaces the guidance in MFRS 117, Leases, IC Interpretation 4, Determining
Incentives and IC Interpretation 127, Evaluating the Substance of Transactions Involving
whether an Arrangement contains a Lease, IC Interpretation 115, Operating Leases –
the Legal Form of a Lease.
Incentives and IC Interpretation 127, Evaluating the Substance of Transactions Involving
the Legal Form of a Lease.
11
11
202
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
203
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
204
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
14
14
205
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
206
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
207
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
17
17
208
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
18
18
209
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
19
19
210
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
211
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
212
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
22
22
213
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
3.NOTESACCOUNTING
TO THE COMBINED FINANCIAL
POLICIES STATEMENTS (CONTʼD)
(CONTʼD)
3.
3.12 ACCOUNTING
Foreign POLICIES
Currency (CONTʼD)
Translations (contʼd)
3.13 Incometax
Income Taxexpense comprises current and deferred tax. Current tax and deferred tax are
recognised in profit or loss except to the extent that it relates to a business combination or items
Income taxdirectly
recognised expense comprises
in equity or othercurrent and deferred
comprehensive income. tax. Current tax and deferred tax are
recognised in profit or loss except to the extent that it relates to a business combination or items
Current tax isdirectly
recognised the expected
in equitytax or payable or receivable income.
other comprehensive on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the end of the reporting period, and any
Current taxtoistax
adjustment thepayable
expected tax payable
in respect or receivable
of previous years. on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the end of the reporting period, and any
Deferred
adjustment tax tois tax
recognised
payable using the liability
in respect method,
of previous providing for temporary differences between
years.
the carrying amounts of assets and liabilities in the statement of financial position and their tax
Deferred
bases. tax is recognised
Deferred using the liability
tax is not recognised method,
for temporary providing for
differences temporary
arising from the differences between
initial recognition
ofthe carrying
goodwill andamounts
assets ofor assets
liabilitiesandin liabilities
a transactionin thethatstatement
is not aofbusiness
financialcombination
position andand theirthat
tax
bases.neither
affects Deferred tax is notnor
accounting recognised for temporary
taxable profit differences
or loss. Deferred arising
tax is measuredfrom the initial
at the tax recognition
rates that
of goodwill
are expectedand to be assets or liabilities
applied in a transaction
to the temporary differencesthat when
is not they
a business
reverse,combination
based on the andlaws
that
affects
that haveneither accounting
been enacted nor taxable profit
or substantively or loss.
enacted Deferred
at the end of tax the is measured
reporting at the tax rates that
period.
are expected to be applied to the temporary differences when they reverse, based on the laws
that havetax
Deferred been
assetsenacted or substantively
and liabilities are offset enacted
if thereatisthe end of the
a legally reportingright
enforceable period.
to offset current
tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the
Deferred
same tax entity,
taxable assets or and
onliabilities
different aretax offset if there
entities, is a intend
but they legallytoenforceable
settle current right
taxtoliabilities
offset current
and
tax liabilities
assets on a net and assets,
basis andtax
or their they relate
assets to liabilities
and income taxes will belevied by the
realised same tax authority on the
simultaneously.
same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and
Aassets on atax
deferred netasset
basisisorrecognised
their tax assets
to theand liabilities
extent that itwill be realised
is probable thatsimultaneously.
future taxable profits will
be available against which the temporary difference can be utilised. Deferred tax assets are
A deferred
reviewed at tax
the asset
end ofiseach
recognised
reporting to the extent
period andthat
are itreduced
is probableto the that futurethat
extent taxable
it is noprofits
longerwill
be available
probable that theagainst
relatedwhich the temporary
tax benefit difference can be utilised. Deferred tax assets are
will be realised.
reviewed at the end of each reporting period and are reduced to the extent that it is no longer
3.14 Goods
probable and Services
that Taxtax
the related (“GST”)
benefitand will Sales and Service Tax (“SST”)
be realised.
3.14 GST
Goodsis aand
consumption
Services Taxtax (“GST”)
based onand theSales
value-added concept.
and Service TaxGST is imposed on goods and
(“SST”)
services at every production and distribution stage in the supply chain including importation of
GST is
goods a services,
and consumption taxapplicable
at the based ontax therate
value-added concept.
of 6%. Input tax thatGST is imposed
a company payson
ongoods and
business
services at
purchases is every production
offset against andtax.
output distribution stage in the supply chain including importation of
goods and services, at the applicable tax rate of 6%. Input tax that a company pays on business
Revenue,
purchases expenses and assets
is offset against aretax.
output recognised net of GST except:
- Revenue,
where expenses
the GST incurred
and assetsin are
a purchase
recognisedofnetasset or service
of GST except: is not recoverable from the
authority, in which case the GST is recognised as part of the cost of acquisition of the asset
- orwhere
as partthe GSTexpense
of the incurred
itemin as
a purchase
applicable;ofand
asset or service is not recoverable from the
authority, in which case the GST is recognised as part of the cost of acquisition of the asset
- receivables
or as part ofand
thepayables
expensethat
itemare
as stated with GST
applicable; and inclusive.
23
214
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
215
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
25
25
216
Registration
RegistrationNo
No: :202001039065
202001039065(1395386-M)
(1395386-M) Registration No : 202001039065 (1395386-M)
THE COMBINED
NOTES TONOTES FINANCIAL
TO THE COMBINED STATEMENTS
FINANCIAL STATEMENTS
(CONTʼD) (CONTʼD)
4. PROPERTY,
4. PLANT AND
PROPERTY, EQUIPMENT
PLANT AND EQUIPMENT
Furniture, Furniture,
fittings
Machinery,Machinery, fittings Capital Capital
Freehold Freehold
Freehold Freehold equipmentequipment
and office and office Motor Motor
work-in- work-in-
land buildings
land and tooling
buildings equipment
and Renovation
tooling equipment Renovation
vehicles vehicles Total
progress progress Total
Cost Cost RM RMRM RMRM RMRM RMRM RMRM RMRM RMRM RM
At 1 JanuaryAt 2018
1 January 2018 1,454,696 1,454,696
7,919,407 7,919,407
29,022,98529,022,985 82,360
3,631,580 3,631,580 320,679
82,360 37,100 42,468,807
320,679 37,100 42,468,807
Additions Additions 3,712,176 3,712,176
219,520 219,520
1,079,183 1,079,183 47,750
802,755 802,755 40,634
47,750 40,634 - 5,902,018
- 5,902,018
Disposals Disposals - - - (331,902)
- (30,700)
(331,902) (30,700) - - - - - (362,602)
- (362,602)
Written-off Written-off - - - (47,468)
- (47,468)
(50,646) (50,646) - - - - - (98,114)
- (98,114)
At 31 December 2018/
At 31 December 2018/
1 January 2019
1 January 2019 5,166,872 5,166,872
8,138,927 8,138,927
29,722,79829,722,798 130,110
4,352,989 4,352,989 361,313
130,110 37,100 47,910,109
361,313 37,100 47,910,109
Additions Additions 13,654 13,654 - 1,545,440
- 1,545,440
422,633 422,633 - - - 90,257
- 2,071,984
90,257 2,071,984
Disposals Disposals - - - (868,000)
- (868,000) - - - - - - - (868,000)
- (868,000)
Written-off Written-off - - - (23,095)
- (23,095) - - - - - - - (23,095)
- (23,095)
At 31 December 2019/
At 31 December 2019/
1 January 2020
1 January 2020 5,180,526 5,180,526
8,138,927 8,138,927
30,377,14330,377,143 130,110
4,775,622 4,775,622 361,313
130,110 127,357 49,090,998
361,313 127,357 49,090,998
Additions Additions - 23,541
- 4,486,407
23,541 4,486,407 121,772
590,718 590,718 395,217
121,772 395,217
302,259 302,259
5,919,914 5,919,914
Reclassification
Reclassification - 80,732
- 14,960
80,732 14,960 - - - - - (95,692)
- (95,692) - -
Disposals Disposals (310,130) (310,130)
(828,145) (828,145) - (33,414)
- (33,414) - (90,686)
- (90,686) - (1,262,375)
- (1,262,375)
Written-off Written-off - - - (1,990,284)
- (1,990,284)
(52,848) (52,848) - - - - - (2,043,132)
- (2,043,132)
At 31 December 2020
At 31 December 20204,870,396 4,870,396
7,415,055 7,415,055
32,888,22632,888,226 251,882
5,280,078 5,280,078 665,844
251,882 333,924 51,705,405
665,844 333,924 51,705,405
26 26
217
Registration
RegistrationNo
No: :202001039065
202001039065(1395386-M)
(1395386-M) Registration No : 202001039065 (1395386-M)
THE COMBINED
NOTES TONOTES TO THE COMBINED STATEMENTS
FINANCIALFINANCIAL STATEMENTS
(CONTʼD) (CONTʼD)
44. PROPERTY,
44. PLANT AND
PROPERTY, EQUIPMENT
PLANT AND EQUIPMENT
(CONTʼD) (CONTʼD)
Furniture, Furniture,
fittings
Machinery,Machinery, fittings Capital Capital
Freehold Freehold
Freehold Freehold equipmentequipment
and office and office Motor Motor
work-in- work-in-
land buildings
land buildings equipment
and toolingand Renovation
tooling equipment Renovation
vehicles vehicles Total
progress progress Total
RM RMRM RMRM RM RM RM RM RMRM RMRM RMRM RM
Accumulated depreciation
Accumulated depreciation
At 1 JanuaryAt 2018
1 January 2018 - 1,991,178
- 1,991,178
19,165,56919,165,569 78,124
3,158,204 3,158,204 320,679
78,124 320,679 - 24,713,754
- 24,713,754
Current charge
Current charge - 160,857
- 160,857
1,783,311 1,783,311 11,278
335,551 335,551 2,709
11,278 2,709 - 2,293,706
- 2,293,706
Disposals Disposals - - - (331,902)
- (331,902)
(30,700) (30,700) - - - - - (362,602)
- (362,602)
Written-off Written-off - - - (47,468)
- (47,468)
(50,646) (50,646) - - - - - (98,114)
- (98,114)
At 31 December 2018/
At 31 December 2018/
1 January 2019
1 January 2019 - 2,152,035
- 2,152,035
20,569,51020,569,510 89,402
3,412,409 3,412,409 323,388
89,402 323,388 - 26,546,744
- 26,546,744
Current charge
Current charge - 162,779
- 162,779
1,996,887 1,996,887 16,750
463,956 463,956 8,127
16,750 8,127 - 2,648,499
- 2,648,499
Disposals Disposals - - - (868,000)
- (868,000) - - - - - - - (868,000)
- (868,000)
Written-off Written-off - - - (23,095)
- (23,095) - - - - - - - (23,095)
- (23,095)
At 31 December 2019/
At 31 December 2019/
1 January 2020
1 January 2020 - 2,314,814
- 2,314,814
21,675,30221,675,302 106,152
3,876,365 3,876,365 331,515
106,152 331,515 - 28,304,148
- 28,304,148
Current charge
Current charge - 163,606
- 163,606
2,046,744 2,046,744 40,241
543,000 543,000 56,615
40,241 56,615 - 2,850,206
- 2,850,206
Disposals Disposals - (215,318)
- (215,318) - (33,414)
- (33,414) - (90,686)
- (90,686) - (339,418)
- (339,418)
Written-off Written-off - - - (1,990,284)
- (1,990,284)
(52,848) (52,848) - - - - - (2,043,132)
- (2,043,132)
At 31 December 2020
At 31 December 2020
- 2,263,102
- 2,263,102
21,731,76221,731,762 146,393
4,333,103 4,333,103 297,444
146,393 297,444 - 28,771,804
- 28,771,804
27 27
218
Registration
RegistrationNo
No: :202001039065
202001039065(1395386-M)
(1395386-M) Registration No : 202001039065 (1395386-M)
Furniture,
Machinery, fittings Furniture, Capital
Freehold Freehold equipmentMachinery,
and office fittings Motor work-in- Capital
land Freehold
buildings Freehold
and toolingequipment
equipmentandRenovation
office vehicles Motor Total
progress work-in-
RM RM
land RM RM RM RM RM
buildings and tooling equipment Renovation vehicles RM
progress Total
RM RM RM RM RM RM RM RM
Net carrying amount
Net carrying amount
As at 31 December 2018 5,166,872 5,986,892 9,153,288 940,580 40,708 37,925 37,100 21,363,365
As at 31 December 2018 5,166,872 5,986,892 9,153,288 940,580 40,708 37,925 37,100 21,363,365
As at 31 December 2019 5,180,526 5,824,113 8,701,841 899,257 23,958 29,798 127,357 20,786,850
As at 31 December 2019 5,180,526 5,824,113 8,701,841 899,257 23,958 29,798 127,357 20,786,850
As at 31 December 2020 4,870,396 5,151,953 11,156,464 946,975 105,489 368,400 333,924 22,933,601
As at 31 December 2020 4,870,396 5,151,953 11,156,464 946,975 105,489 368,400 333,924 22,933,601
28
28
219
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
29
29
220
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Lease liability
Lease liability
Set out below is the carrying amount of lease liability and its movements during the financial year:
Set out below is the carrying amount of lease liability and its movements during the financial year:
Lease of warehouse
Lease of warehouse
l-------------------- As at 31 December --------------------l
l-------------------- As at 31 December --------------------l
2020 2019 2018
2020 2019 2018
RM RM RM
RM RM RM
Addition 462,211 - -
Addition 462,211 - -
Accretion of interest 7,026 - -
Accretion of interest 7,026 - -
Payments (55,200) - -
Payments (55,200) - -
414,037 - -
414,037 - -
30
30
221
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
6. INVENTORIES
6. INVENTORIES
31
31
222
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
CORAZAINTEGRATED
CORAZA INTEGRATEDTECHNOLOGY
TECHNOLOGYBERHAD
BERHAD
Registration No.: 202001039065 (1395386-M)
Registration No.: 202001039065 (1395386-M)
(IncorporatedininMalaysia)
(Incorporated Malaysia)
NOTESTO
NOTES TOTHE
THECOMBINED
COMBINEDFINANCIAL
FINANCIALSTATEMENTS
STATEMENTS(CONT’D)
(CONT’D)
7.
7. TRADERECEIVABLES
TRADE RECEIVABLES
l----------------------As
l---------------------- Asat
at31
31December
December--------------------l
--------------------l
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
Tradereceivables
Trade receivables 18,521,466
18,521,466 16,662,343
16,662,343 13,454,262
13,454,262
Less: Allowance forexpected
Less: Allowance for expectedcredit
creditloss
loss (100,471)
(100,471) (100,471)
(100,471) (100,471)
(100,471)
18,420,995
18,420,995 16,561,872
16,561,872 13,353,791
13,353,791
Thecurrency
The currencyprofile
profileof
oftrade
tradereceivables
receivablesisisas
asfollows:-
follows:-
l----------------------As
l---------------------- Asat
at31
31December
December--------------------l
--------------------l
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
RinggitMalaysia
Ringgit Malaysia 3,416,730
3,416,730 3,427,386
3,427,386 3,906,246
3,906,246
US Dollar
US Dollar 15,004,265
15,004,265 13,134,486
13,134,486 9,447,545
9,447,545
18,420,995
18,420,995 16,561,872
16,561,872 13,353,791
13,353,791
The normal
The normal credit
credit terms
terms granted
granted to
to trade
trade receivables
receivables throughout
throughout the
the financial
financial years
years under
under review
review
range from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case
range from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case basis. basis.
8.
8. OTHERRECEIVABLES,
OTHER RECEIVABLES,DEPOSITS
DEPOSITSAND
ANDPREPAYMENTS
PREPAYMENTS
l---------------------As
l--------------------- Asat
at31
31December
December---------------------l
---------------------l
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
Otherreceivables
Other receivables 559,391
559,391 739,789
739,789 336,238
336,238
Deposits
Deposits 87,501
87,501 25,181
25,181 22,031
22,031
Prepayments
Prepayments 487,024
487,024 298,443
298,443 253,338
253,338
GSTreceivable
GST receivable -- 124,251
124,251 462,066
462,066
1,133,916
1,133,916 1,187,664
1,187,664 1,073,673
1,073,673
Thecurrency
The currencyprofile
profileof
ofother
otherreceivables,
receivables,deposits
depositsand
andprepayments
prepaymentsisisas
asfollows:
follows:
l-----------------------As
l----------------------- Asat
at31
31December
December--------------------l
--------------------l
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
RinggitMalaysia
Ringgit Malaysia 605,199
605,199 527,696
527,696 808,412
808,412
US Dollar
US Dollar 468,489
468,489 525,540
525,540 188,329
188,329
SingaporeDollar
Singapore Dollar 57,452
57,452 134,428
134,428 76,932
76,932
Others
Others 2,776
2,776 -- --
1,133,916
1,133,916 1,187,664
1,187,664 1,073,673
1,073,673
32
32
223
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
33
33
224
Registration
RegistrationNo
No: :202001039065 (1395386-M)
202001039065(1395386-M) Registration No : 202001039065 (1395386-M)
The franking of dividends is under the single tier system and therefore there is no restriction to distribute dividends subject to the availability of retained
11. RETAINED PROFITS
profits.
The franking of dividends is under the single tier system and therefore there is no restriction to distribute dividends subject to the availability of retained
profits.
34
225
34
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
12.
12. BORROWINGS
BORROWINGS
l--------------------As
l--------------------Asat
at31
31December-----------------l
December-----------------l
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
Non-current
Non-currentliabilities
liabilities
Term
Termloans
loans
Total
Totalamount
amountpayable
payable 7,984,688
7,984,688 8,796,251
8,796,251 6,210,954
6,210,954
Amount
Amount due
due within
within one
one year
year included
included under
under
current liabilities
current liabilities (932,612)
(932,612) (790,128)
(790,128) (695,212)
(695,212)
7,052,076
7,052,076 8,006,123
8,006,123 5,515,742
5,515,742
Hire
Hirepurchase
purchaseloans
loans
Total
Totalamount
amountpayable
payable 2,392,279
2,392,279 2,852,764
2,852,764 2,695,526
2,695,526
Future
Futurefinance
financecharges
charges (175,363)
(175,363) (228,540)
(228,540) (239,942)
(239,942)
2,216,916
2,216,916 2,624,224
2,624,224 2,455,584
2,455,584
Amount
Amount due
due within
within one
one year
year included
included under
under
current liabilities
current liabilities (833,251)
(833,251) (816,002)
(816,002) (620,583)
(620,583)
1,383,665
1,383,665 1,808,222
1,808,222 1,835,001
1,835,001
8,435,741
8,435,741 9,814,345
9,814,345 7,350,743
7,350,743
Current
Currentliabilities
liabilities
Bank
Bankoverdraft
overdraft -- 24,239
24,239 --
Bankers’
Bankers’acceptance
acceptance 4,966,000
4,966,000 2,138,000
2,138,000 452,000
452,000
Hire
Hirepurchase
purchaseloans
loans 833,251
833,251 816,002
816,002 620,583
620,583
Term
Termloans
loans 932,612
932,612 790,128
790,128 695,212
695,212
6,731,863
6,731,863 3,768,369
3,768,369 1,767,795
1,767,795
The
Theborrowings
borrowings(except
(exceptfor
forhire
hirepurchase
purchaseloans)
loans)are
aresecured
securedby byway
wayof:
of:
(i)
(i) first
firstlegal
legalcharge
chargeover
overthe
thefreehold
freeholdland
landand
andbuildings
buildingsofofCSM;
CSM;
(ii)
(ii) jointly
jointly and severally guaranteed by certain directors ofthe
and severally guaranteed by certain directors of theCSM;
CSM;
(iii)
(iii) corporate
corporateguarantee
guaranteeby byCoraza
CorazaHoldings
HoldingsSdn.
Sdn.Bhd.
Bhd.(the
(theformer
formerholding
holdingcompany
companyof ofCSM);
CSM);
and
and
(iv)
(iv) fixed
fixeddeposits
depositswith
withlicensed
licensedbanks
banksofofthe
theGroup
Groupasasdisclosed
disclosedininNote
Note99to
tothe
thefinancial
financial
statements
statements
AAsummary
summaryof
ofthe
theeffective
effectiveinterest
interestrates
ratesand
andthe
thematurities
maturitiesof
ofthe
theborrowings
borrowingsare
areas
asfollows:
follows:
More
Morethanthan
More than
More than two
twoyears
years
Effective
Effective one
oneyear
yearand
and and
andless
less
interest
interestrate
rate Within one less than
Within one less than than
than More
Morethan
than
per
perannum
annum Total
Total year
year two
twoyears
years five
fiveyears
years five
fiveyears
years
(%)
(%) RM
RM RM
RM RM
RM RM
RM RM
RM
2020
2020
Bankers’
Bankers’
acceptance
acceptance 1.97
1.97to
to2.54
2.54 4,966,000
4,966,000 4,966,000
4,966,000 -- -- --
Hire purchase
Hire purchase
loans
loans 2.47
2.47 2,216,916
2,216,916 833,251
833,251 858,846
858,846 524,819
524,819 --
Term loans
Term loans 2.45 to 3.37
2.45 to 3.37 7,984,688
7,984,688 932,612
932,612 960,676
960,676 2,876,470
2,876,470 3,214,930
3,214,930
35
35
226
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
2019
2019
Bank overdraft 6.15 24,239 24,239 - - -
Bankers’
Bank overdraft 6.15 24,239 24,239 - - -
acceptance 3.41 to 3.89 2,138,000 2,138,000 - - -
Bankers’
Hire purchase
acceptance
loans 3.41 to 3.89
2.47 2,138,000
2,624,224 2,138,000
816,002 -
848,642 -
959,580 --
Hire purchase
Term loans 2.45 to 4.70 8,796,251 790,128 898,242 2,774,977 4,332,904
loans 2.47 2,624,224 816,002 848,642 959,580 -
Term loans 2.45 to 4.70 8,796,251 790,128 898,242 2,774,977 4,332,904
2018
2018
Bankers’
acceptance 4.02 to 4.06 452,000 452,000 - - -
Bankers’
Hire purchase
acceptance 4.02 to 4.06 452,000 452,000 - - -
loans 2.47 2,455,584 620,583 645,407 1,189,594 -
Hire
Termpurchase
loans 4.87 6,210,954 695,212 729,784 2,342,491 2,443,467
loans 2.47 2,455,584 620,583 645,407 1,189,594 -
Term loans 4.87 6,210,954 695,212 729,784 2,342,491 2,443,467
13. DEFERRED INCOME
13. DEFERRED INCOME l------------------- As at 31 December ----------------l
2020 2019 2018
l------------------- As at 31 December ----------------l
RM RM RM
2020 2019 2018
RM RM RM
Balance at beginning 2,130,140 2,466,160 777,000
Addition - - 2,250,200
Balance
Released at to
beginning
profit or loss 2,130,140
(336,020) 2,466,160
(336,020) 777,000
(561,040)
Addition - - 2,250,200
Released to profit or loss (336,020) (336,020) (561,040)
Balance at end 1,794,120 2,130,140 2,466,160
Balance at end 1,794,120 2,130,140 2,466,160
The Group was awarded a government grant from Malaysian Investment Development Authority
(“MIDA”) for the reimbursement of capital expenditure on modernisation of specified machineries
The
and Group was awarded
equipment. Deferred a government
income granttofrom
is released profitMalaysian Investment
or loss over Development
the periods Authority
to match the related
(“MIDA”) for the reimbursement of capital expenditure on modernisation
cost which the grant is intended to compensate, on a systematic basis. of specified machineries
and equipment. Deferred income is released to profit or loss over the periods to match the related
cost which the grant is intended to compensate, on a systematic basis.
36
36
227
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
37
37
228
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
19. REVENUE
19. REVENUE
19.1 Disaggregated revenue information
19.1 Disaggregated revenue information
38
38
229
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
39
39
230
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
21. TAXATION
21. TAXATION
|- For the financial year ended 31 December-|
|- For the financial year ended 31 December-|
2020 2019 2018
2020 2019 2018
RM RM RM
RM RM RM
Malaysia income tax:
Malaysia income tax:
Based on results for the financial year
Based on results for the financial year
- Current tax (1,736,000) (945,000) (1,110,000)
- Current tax (1,736,000) (945,000) (1,110,000)
- Deferred tax relating to the origination and
- Deferred tax relating to the origination and
reversal of temporary differences 140,000 42,000 (6,000)
reversal of temporary differences 140,000 42,000 (6,000)
(1,596,000) (903,000) (1,116,000)
(1,596,000) (903,000) (1,116,000)
Real property gains tax (166,173) - -
Real property gains tax (166,173) - -
(Under)/Over provision in prior years
(Under)/Over provision in prior years
- Current tax (803,021) 90,349 (376,999)
- Current tax (803,021) 90,349 (376,999)
- Deferred tax 81,000 (131,000) 28,000
- Deferred tax 81,000 (131,000) 28,000
(722,021) (40,651) (348,999)
(722,021) (40,651) (348,999)
(2,484,194) (943,651) (1,464,999)
(2,484,194) (943,651) (1,464,999)
40
40
231
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
41
41
232
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
23. DIVIDENDS
23. DIVIDENDS
|- For the financial year ended 31 December-|
|- For the financial year ended 31 December-|
2020 2019 2018
2020 2019 2018
RM RM RM
RM RM RM
Dividends paid by the combining entity:
Dividends paid by the combining entity:
- First interim dividend of RM1.00 per share 2,500,000 - -
- First interim dividend of RM1.00 per share 2,500,000 - -
- Second interim dividend of RM0.60 per share 1,500,000 - -
- Second interim dividend of RM0.60 per share 1,500,000 - -
- Third interim dividend of RM1.12 per share 2,800,000 - -
- Third interim dividend of RM1.12 per share 2,800,000 - -
6,800,000 - -
6,800,000 - -
42
42
233
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
CORAZAINTEGRATED
CORAZA INTEGRATEDTECHNOLOGY
TECHNOLOGYBERHAD
BERHAD
Registration No.: 202001039065 (1395386-M)
Registration No.: 202001039065 (1395386-M)
(IncorporatedininMalaysia)
(Incorporated Malaysia)
NOTESTO
NOTES TOTHE
THECOMBINED
COMBINEDFINANCIAL
FINANCIALSTATEMENTS
STATEMENTS(CONT’D)
(CONT’D)
24.
24. OPERATINGSEGMENT
OPERATING SEGMENT(CONT’D)
(CONT’D)
Majorcustomers
Major customers
Thefollowing
The followingare
aremajor
majorcustomers
customerswith
withrevenue
revenueequal
equalto
toor
ormore
morethan
than10%
10%of
ofthe
theGroup
Grouprevenue
revenuefor
for
therelevant
the relevantreporting
reportingperiods:
periods:
|-|-For
Forthe
thefinancial
financialyear
yearended
ended31
31December-|
December-|
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
CustomerAA
Customer 37,039,499
37,039,499 21,754,366
21,754,366 25,818,024
25,818,024
Customer BB
Customer 16,080,220
16,080,220 13,637,591
13,637,591 8,366,927
8,366,927
CustomerCC
Customer 10,260,210
10,260,210 9,049,492
9,049,492 8,867,418
8,867,418
63,379,929
63,379,929 44,441,449
44,441,449 43,052,369
43,052,369
AA customer
customer isis defined
defined as
as aa company
company or
or aa group
group of
of companies
companies having
having the
the same
same ultimate
ultimate holding
holding
company.
company.
25.
25. RELATEDPARTY
RELATED PARTYDISCLOSURES
DISCLOSURES
(i) Identity
(i) Identityof
ofrelated
relatedparties
parties
Relatedparties
Related parties
(a) The
(a) The following
following companies
companies are
are related
related parties
parties as
as they
they relate
relate to
to companies
companies inin which
which the
the
directors of the combining entity have substantial financial interest.
directors of the combining entity have substantial financial interest.
-- CorazaHoldings
Coraza HoldingsSdn.
Sdn.Bhd.
Bhd.
-- Kalungan Prestij Sdn. Bhd.
Kalungan Prestij Sdn. Bhd.
-- SurfaceTechnology
Surface TechnologySolutions
SolutionsSdn.
Sdn.Bhd.
Bhd.
-- Unigen Corporation
Unigen Corporation
-- UnigenVietnam
Unigen VietnamHanoi
HanoiCo.,
Co.,Ltd
Ltd
(b) The
(b) The following
following companies
companies are
are related
related parties
parties as
as they
they relate
relate to
to companies
companies inin which
which aa former
former
director of the combining entity has substantial financial interest.
director of the combining entity has substantial financial interest.
-- Allen
AllenChee
CheeRam
Ram
- Fastrack Corporate Sdn.Bhd.
- Fastrack Corporate Sdn. Bhd.
(ii) Related
(ii) Relatedparty
partytransactions
transactionswith
withcategory
category(a)
(a)as
aslisted
listedabove
above
|-|-For
Forthe
thefinancial
financialyear
yearended
ended31
31December-|
December-|
2020
2020 2019
2019 2018
2018
RM
RM RM
RM RM
RM
Sales
Sales 721,659
721,659 756,804
756,804 --
Purchases
Purchases (2,112,715)
(2,112,715) (1,200,520)
(1,200,520) (750,801)
(750,801)
Saleof
Sale ofproperty
property 2,800,000
2,800,000 -- --
Dividend
Dividend (6,800,000)
(6,800,000) -- --
Rentalincome
Rental income 81,600
81,600 101,400
101,400 45,000
45,000
Rental expense
Rental expense (24,000)
(24,000) (2,000)
(2,000) --
43
43
234
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
44
44
235
Registration
RegistrationNo
No: :202001039065 (1395386-M)
202001039065(1395386-M) Registration No : 202001039065 (1395386-M)
The table below provides an analysis of financial instruments categorised as financial assets and financial liabilities at amortised costs (“AC”).
l------------------------------------------------- As at 31 December -----------------------------------------------l
2020 2019 2018
Carrying Carrying Carrying
l------------------------------------------------- As at 31 December -----------------------------------------------l
amount AC amount AC amount AC
2020 2019 2018
RM RM RM RM RM RM
Carrying Carrying Carrying
amount AC amount AC amount AC
Financial assets
RM RM RM RM RM RM
Trade receivables 18,420,995 18,420,995 16,561,872 16,561,872 13,353,791 13,353,791
Other receivables and deposits 646,892 646,892 764,970 764,970 358,269 358,269
Financial assets
Cash and cash equivalents 5,554,519 5,554,519 4,508,612 4,508,612 737,100 737,100
Trade receivables 18,420,995 18,420,995 16,561,872 16,561,872 13,353,791 13,353,791
Other receivables and deposits 646,892 646,892 764,970 764,970 358,269 358,269
24,622,406 24,622,406 21,835,454 21,835,454 14,449,160 14,449,160
Cash and cash equivalents 5,554,519 5,554,519 4,508,612 4,508,612 737,100 737,100
Financial liabilities 24,622,406 24,622,406 21,835,454 21,835,454 14,449,160 14,449,160
Trade payables 5,599,398 5,599,398 6,854,142 6,854,142 5,191,515 5,191,515
Other payables and accruals 6,097,999 6,097,999 2,990,694 2,990,694 3,284,447 3,284,447
Financial liabilities
Amount due to a director 3,109 3,109 - - - -
Trade payables 5,599,398 5,599,398 6,854,142 6,854,142 5,191,515 5,191,515
Borrowings 15,167,604 15,167,604 13,582,714 13,582,714 9,118,538 9,118,538
Other payables and accruals 6,097,999 6,097,999 2,990,694 2,990,694 3,284,447 3,284,447
Amount due to a director 3,109 3,109 - - - -
26,868,110 26,868,110 23,427,550 23,427,550 17,594,500 17,594,500
Borrowings 15,167,604 15,167,604 13,582,714 13,582,714 9,118,538 9,118,538
45
236
45
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
46
46
237
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
47
47
238
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
27,282,147
27,282,147 29,609,070
29,609,070 18,961,306
18,961,306 2,400,873
2,400,873 3,962,191
3,962,191 4,284,700
4,284,700
2019
2019
Non-derivative
Non-derivativefinancial
financialliabilities
liabilities
Interest bearing
Interest bearing
borrowings
borrowings 13,582,714
13,582,714 16,400,158
16,400,158 4,211,329
4,211,329 2,129,200
2,129,200 4,490,947
4,490,947 5,568,682
5,568,682
Trade and other
Trade and other
payables
payables 9,844,836
9,844,836 9,844,836
9,844,836 9,844,836
9,844,836 -- -- --
23,427,550
23,427,550 26,244,994
26,244,994 14,056,165
14,056,165 2,129,200
2,129,200 4,490,947
4,490,947 5,568,682
5,568,682
48
48
239
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
240
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
50
50
241
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
51
51
242
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
CHARTERED ACCOUNTANTS
243
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
30 June 2021
30 June 2021
Dear Sirs,
We have completed our assurance engagement to report on the compilation of the Pro Forma
Consolidated Statements of Financial Position of Coraza Integrated Technology Berhad (“Coraza” or
“Company”) and its subsidiary (“Coraza Group” or “Group”) as at 31 December 2020, together with the
notes and assumptions thereto (which we have stamped for the purpose of identification), have been
compiled and prepared by the Directors of the Company for inclusion in the prospectus of the Company
in connection with the initial public offering (“IPO”) and the listing of and quotation for the entire issued
share capital of the Company on the ACE Market of Bursa Malaysia Securities Berhad (“Bursa
Securities”) (“the Listing”).
The Pro Forma Consolidated Statements of Financial Position as at 31 December 2020 have been
compiled by the Directors of the Company, for illustrative purposes only, to show the effects of the
Listing on the Consolidated Statements of Financial Position presented had the Listing been effected
and completed on that date. As part of this process, financial information about the Group’s
Consolidated Financial Position has been extracted by the Directors of the Company from the audited
financial statements of the Company and the subsidiary as at 31 December 2020 on which the audit
reports have been issued without modification.
Directors’ Responsibility for the Pro Forma Consolidated Statements of Financial Position
The Directors of the Company are responsible for compiling the Pro Forma Consolidated Statements of
Financial Position on the basis set out in the Notes to the Pro Forma Consolidated Statements of
Financial Position (“Applicable Criteria”).
5
244
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
We are independent in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.
Our firm applies International Standard on Quality Control (“ISQC”) 1, Quality Control for Firms that
Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services
Engagements and accordingly maintains a comprehensive system of quality control including
documented policies and procedures regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
Our responsibility is to express an opinion about whether the Pro Forma Consolidated Statements of
Financial Position have been properly compiled, in all material respect, by the Directors on the basis
of the Applicable Criteria.
For the purpose of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any financial information used in compiling the Pro Forma Consolidated Statements of
Financial Position, nor have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the Pro Forma Consolidated Statements of Financial Position.
The purpose of the Pro Forma Consolidated Statements of Financial Position included in the
Prospectus is solely to illustrate the effects as if the related events and/or the transactions have
occurred and completed on 31 December 2020. Accordingly, we do not provide any assurance that
the actual outcome of the event or transaction at that date would have been as presented.
A reasonable assurance engagement to report on whether the Pro Forma Consolidated Statements of
Financial Position have been compiled, in all material respects, on the basis of the Applicable Criteria
involves performing procedures to assess whether the Applicable Criteria used by the Directors in the
compilation of the Pro Forma Consolidated Statements of Financial Position provide a reasonable
basis for presenting the significant effects directly attributable to the events or transactions
enumerated in the notes thereto, and to obtain sufficient appropriate evidence about whether:-
• The related pro forma adjustments give appropriate effect to those criteria; and
• The Pro Forma Consolidated Statements of Financial Position reflects the proper application
of those adjustments to the unadjusted financial information.
The procedures selected depend on our judgement, having regard to our understanding of the nature
of the Group, the event or transaction in respect of which the Pro Forma Consolidated Statements of
Financial Position have been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Pro Forma Consolidated
Statements of Financial Position.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
2
5
245
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Opinion
Opinion
In our opinion, the Pro Forma Consolidated Statements of Financial Position have been compiled, in
all material respects, on the basis set out in the Notes thereon to the Pro Forma Consolidated
In our opinion,
Statements the Pro Forma
of Financial Consolidated
Position Statements
and in accordance withofrequirements
Financial Position
of thehave been compiled,
Prospectus in
Guidelines
all material
issued by therespects,
SecuritiesonCommission
the basis set out in the Notes thereon to the Pro Forma Consolidated
Malaysia.
Statements of Financial Position and in accordance with requirements of the Prospectus Guidelines
issued by the Securities Commission Malaysia.
Other Matter
Other Matter
Our report has been prepared at your request for inclusion in the Prospectus in connection with the
IPO. It is not intended to be used for any other purposes. Neither the firm nor any member or
Our report of
employee hasthebeen
firm prepared
undertakesat responsibility
your request arising
for inclusion
in anyinway
the whatsoever
Prospectus to
in any
connection
party inwith the
respect
IPO.
of thisItreport
is notcontrary
intended to be
to the used for
aforesaid any other purposes. Neither the firm nor any member or
purpose.
employee of the firm undertakes responsibility arising in any way whatsoever to any party in respect
of this report contrary to the aforesaid purpose.
Penang
35
246
CORAZA INTEGRATED
Registration TECHNOLOGY
No : 202001039065 BERHAD
(1395386-M)
PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
14. REPORTING ACCOUNTANTS’ REPORT ON PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Cont’d)
The Pro Forma Consolidated Statements of Financial Position of Coraza Integrated Technology Berhad (“Coraza” or “Company”) and its subsidiary (“Coraza
Group” or “Group”) as at 31 December 2020 as set out below are provided for illustrative purposes only to show the effects of the transactions as mentioned in
CORAZA
Note 2 to INTEGRATED
the Pro Forma TECHNOLOGY
Consolidated Statements
BERHAD of Financial Position on the assumption that these transactions were completed on 31 December 2020, and
PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL
should be read in conjunction with the notes accompanying to thePOSITION
Pro FormaAS AT 31 DECEMBER
Consolidated 2020
Statements of Financial Position.
The Pro Forma Consolidated Statements of Financial Position of Coraza Integrated Technology Berhad (“Coraza” or “Company”) and its subsidiary (“Coraza
purposes
Group” or “Group”) as at 31 December 2020 as set out below are provided for illustrativePro Formaonly
I to show Prothe effects
Forma II of the transactions
Pro Forma IIIas mentioned in
Note 2 to the Pro Forma Consolidated Statements of Financial Position on the
Audited assumption that these transactions were completed on 31 December
After 2020, and
should be read in conjunction with the notes accompanying to the Pro Forma
As at Consolidated Statements
After Internal of Financial Position. Utilisation of
31 December Restructuring After Proceeds
Note 2020 Exercise IPO from IPO
RM Pro Forma
RM I Pro Forma
RM II Pro Forma
RM III
ASSETS Audited After
Non-current assets As at After Internal Utilisation of
Property, plant and equipment 3.1 31 December - Restructuring
22,933,601 After
22,933,601 Proceeds [.]
Right-of-use asset Note 2020 - Exercise
410,854 IPO
410,854 IPO
from410,854
RM RM RM RM
ASSETS
Total non-current assets - 23,344,455 23,344,455 [.]
Non-current assets
Property, plant and equipment
Current assets 3.1 - 22,933,601 22,933,601 [.]
Right-of-use
Inventories asset -- 410,854
10,814,702 410,854
10,814,702 410,854
10,814,702
Trade receivables - 18,420,995 18,420,995 18,420,995
Total
Othernon-current
receivables, assets
deposits and prepayments -- 23,344,455
1,133,916 23,344,455
1,133,916 [.]
1,133,916
Tax recoverable - 185,575 185,575 185,575
Current
Cash andassets
cash equivalents 3.2 1 5,554,519 [.] [.]
Inventories - 10,814,702 10,814,702 10,814,702
Trade receivables
Total current assets -
1 18,420,995
36,109,707 18,420,995[.] 18,420,995
[.]
Other receivables, deposits and prepayments - 1,133,916 1,133,916 1,133,916
Tax recoverable
Total assets -
1 185,575
59,454,162 185,575[.] 185,575
[.]
Cash and cash equivalents 3.2 1 5,554,519 [.] [.]
247
4
CORAZA INTEGRATED
Registration TECHNOLOGY
No : 202001039065 BERHAD
(1395386-M)
PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020 (CONT’D)
14. REPORTING ACCOUNTANTS’ REPORT ON PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Cont’d)
CORAZA INTEGRATED TECHNOLOGY BERHAD Pro Forma I Pro Forma II Pro Forma III
PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020 (CONT’D)
Audited After
as at After Internal Utilisation of
31 December Restructuring After Proceeds
Note 2020 Exercise IPO from IPO
Pro Forma I Pro Forma II Pro Forma III
RM RM RM RM
EQUITY AND LIABILITIES Audited After
Equity attributable to owners of the Company: as at After Internal Utilisation of
Share capital 3.3 31 December1 Restructuring
29,252,869 After [.] Proceeds[.]
(Accumulated loss)/Retained profits Note
3.4 2020(5,109) Exercise
26,754,894 IPO
26,754,894 from IPO [.]
Merger reserve RM - RM
(26,752,868) RM
(26,752,868) RM
(26,752,868)
EQUITY AND LIABILITIES
Equity attributable to owners of the Company:
Total equity (5,108) 29,254,895 [.] [.]
Share capital 3.3 1 29,252,869 [.] [.]
(Accumulated
LIABILITIES loss)/Retained profits 3.4 (5,109) 26,754,894 26,754,894 [.]
Merger reserve
Non-current liabilities - (26,752,868) (26,752,868) (26,752,868)
Borrowings 3.5 - 8,435,741 8,435,741 [.]
Total
Leaseequity
liability (5,108)- 29,254,895
264,866 [.]
264,866 [.]
264,866
Deferred income - 1,794,120 1,794,120 1,794,120
LIABILITIES
Deferred tax liabilities - 928,000 928,000 928,000
Non-current liabilities
Borrowings
Total non-current liabilities 3.5 - 8,435,741 8,435,741 [.]
Lease liability -- 264,866
11,422,727 264,866
11,422,727 264,866
[.]
Deferred income - 1,794,120 1,794,120 1,794,120
Deferred tax liabilities - 928,000 928,000 928,000
248
5
Registration No : 202001039065 (1395386-M)
14. REPORTING ACCOUNTANTS’ REPORT ON PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Cont’d)
CORAZA INTEGRATED TECHNOLOGY BERHAD
PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020 (CONT’D)
CORAZA INTEGRATED TECHNOLOGY BERHAD
PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020 (CONT’D)
Pro Forma I Pro Forma II Pro Forma III
Audited After
as at Pro
AfterForma I
Internal Pro Forma II Pro Forma III
Utilisation of
31Audited
December Restructuring After After
Proceeds
Note as at
2020 After Internal
Exercise IPO Utilisation
from IPOof
31 December
RM Restructuring
RM After
RM Proceeds
RM
Current liabilities Note 2020 Exercise IPO from IPO
Trade payables RM - RM
5,599,398 RM
5,599,398 RM
5,599,398
Current liabilities
Other payables and accruals 2,000 6,097,999 6,097,999 6,097,999
Trade
Refundpayables
liabilities -- 5,599,398
195,000 5,599,398
195,000 5,599,398
195,000
Other
Amountpayables
due to aand accruals
director 2,000
3,109 6,097,999
3,109 6,097,999
3,109 6,097,999
3,109
Refund liabilities
Borrowings 3.5 -- 195,000
6,731,863 195,000
6,731,863 195,000[.]
Amount due to a director
Lease liability 3,109- 3,109
149,171 3,109
149,171 3,109
149,171
Borrowings 3.5 - 6,731,863 6,731,863 [.]
Lease
Total current
liability liabilities 5,109- 149,171
18,776,540 149,171
18,776,540 149,171[.]
Total
Total current liabilities
liabilities 5,109
5,109 18,776,540
30,199,267 18,776,540
30,199,267 [.]
[.]
Total
Total liabilities
equity and liabilities 5,1091 30,199,267
59,454,162 30,199,267
[.] [.]
[.]
6
249
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
2. LISTING SCHEME
Merger reserve 26,752,868
In conjunction with, and as an integral part of the Listing, the Company undertook the following:
2. LISTING SCHEME
(i) Pro Forma I: Internal Restructuring Exercise
In conjunction with, and as an integral part of the Listing, the Company undertook the following:
The Internal Restructuring Exercise entails acquiring the entire equity interest of CSM, the combining
(i) entity for a total
Pro Forma purchase
I: Internal consideration Exercise
Restructuring of RM29,252,868 satisfied via the issuance of 310,540,000 new
Coraza shares at an issue price of RM0.0942 per share based on the net assets of CSM as at 31
December
The Internal2020. The acquisition
Restructuring was completed
Exercise on [.] the entire equity interest of CSM, the combining
entails acquiring
entity for a total purchase consideration of RM29,252,868 satisfied via the issuance of 310,540,000 new
(ii) Pro Forma
Coraza II: Initial
shares at anPublic
issueOffering
price of(“IPO”)
RM0.0942 per share based on the net assets of CSM as at 31
December 2020. The acquisition was completed on [.]
(a) Public Issue
(ii) Pro Forma II: Initial Public Offering (“IPO”)
A total of 117,791,000 new Coraza ordinary shares (“Issued Shares”) representing 27.5% of the
(a) enlarged
Public Issueshare capital of Coraza are offered at an issue price of RM[.] per share and shall be
allocated in the following manner:
A total of 117,791,000 new Coraza ordinary shares (“Issued Shares”) representing 27.5% of the
- enlarged
21,416,550
share Issue
capitalShares,
of Corazarepresenting
are offered 5.0%
at an of theprice
issue enlarged
of RMshare
[.] per capital are shall
share and madebe
available
allocated for following
in the application by the Malaysian Public,
manner:
- - 21,416,550
21,416,550Issue Shares,
Issue representing
Shares, 5.0%
representing of the
5.0% of enlarged share share
the enlarged capital capital
are reserved for
are made
the eligible Directors and employees, and
available for application by the Malaysian Public,
- - 74,957,900
21,416,550Issue
IssueShares,
Shares,representing
representing17.5%
5.0%ofofthe
theenlarged
enlargedshare
sharecapital
capitalare
arereserved
reservedforfor
private placement
the eligible to selected
Directors investors.and
and employees,
7
- 74,957,900 Issue Shares, representing 17.5% of the enlarged share capital are reserved for
private placement to selected investors.
5
7
250
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The major shareholders Mr. Paul Heng Weng Seng and Ms. Liew Sow Ying will undertake an
(b) offer
Offerforfor
sale
Sale of 21,416,600 existing ordinary shares in Coraza (“Offer Shares”), representing
approximately 5% of the enlarged share capital of Coraza, at RM[.] per Offer Share, by way of
private placement
The major to selected
shareholders Mr.investors.
Paul Heng Weng Seng and Ms. Liew Sow Ying will undertake an
offer for sale of 21,416,600 existing ordinary shares in Coraza (“Offer Shares”), representing
(c) Listing
approximately 5% of the enlarged share capital of Coraza, at RM[.] per Offer Share, by way of
private placement to selected investors.
Subsequent to the above, the Company’s entire enlarged share capital of RM[.] comprising
(c) 428,331,001
Listing ordinary shares shall be listed on the ACE Market of Bursa Malaysia Securities
Berhad.
Subsequent to the above, the Company’s entire enlarged share capital of RM[.] comprising
(iii) Pro Forma428,331,001 ordinary
III: Utilisation shares shall
of Proceeds frombe listed on the ACE Market of Bursa Malaysia Securities
IPO
Berhad.
Gross proceeds from the Listing of RM[.] will be utilised as follows:
(iii) Pro Forma III: Utilisation of Proceeds from IPO
Estimated timeframe for utilisation
Details
Gross of utilisation
proceeds from the Listing of RM[.] will be utilised asupon listing
follows: RM
Capital expenditure
- Acquisition of machineries and equipment Estimated timeframe
Within for utilisation
36 months [.]
Details of utilisation upon listing RM
- Construction of a factory (a) Within 36 months [.]
Capital expenditure
- Implementation of enterprise resource
- Acquisition of machineries and equipment Within 36 months [.]
planning system Within 12 months [.]
- Construction of a factory (a) Within 36 months [.]
- Extension of existing building Within 12 months [.]
- Implementation of enterprise resource
Repayment
planning of borrowings (b)
system Within 12 months [.]
Within 12 months [.]
Estimated listing expenses (c) Within 1 months [.]
- Extension of existing building Within 12 months [.]
Total estimated proceeds (b) [.]
Repayment of borrowings Within 12 months [.]
Estimated listing expenses (c)
Notes: Within 1 months [.]
Total estimated proceeds [.]
(a) The construction of factory is expected to cost approximately RM[.] and to be constructed on
Lot 2773 and 2776 located in Nibong Tebal, Penang, measuring 8,374 square metres. The
Notes:
estimated construction cost covers structural works, electrical, fittings and professional fees.
(a) RM[.]
The from the estimated
construction construction
of factory is expectedcosttowill be approximately
cost funded via IPORM[.]proceeds
and towhile
be the remainingon
constructed
balance
Lot 2773will and
be funded via bankinborrowings.
2776 located Nibong Tebal, Penang, measuring 8,374 square metres. The
estimated construction cost covers structural works, electrical, fittings and professional fees.
AsRM[.]
at 31from
Maythe2021, being the
estimated latest practicable
construction cost willdate prior tovia
be funded theIPO
dateproceeds
of the Prospectus (“LPD”),
while the remaining
the Groupwill
balance hasbenot submitted
funded the borrowings.
via bank building plans to the local authorities for approval. However,
the Group has secured an Islamic Term Financing Facility of RM[.] to cover the remaining
construction
As at 31 May cost. To being
2021, presentthethe impact
latest on thedate
practicable Group’s
prior gearing ratio
to the date of had the Islamic(“LPD”),
the Prospectus Term
Financing
the GroupFacility
has notbeen drawn the
submitted down, it is plans
building assumed
to thethat theauthorities
local construction of the factory
for approval. is
However,
completed
the Grouponhas 31 December
secured an 2020.
Islamic Term Financing Facility of RM[.] to cover the remaining
construction cost. To present the impact on the Group’s gearing ratio had the Islamic Term
(b) Comprise
Financingof Facility
early settlement
been drawn of term loans
down, it which were drawn
is assumed down
that the to finance the
construction purchase
of the factoryofis
the Group’s on
completed existing factory.2020.
31 December The early settlement will attract an early settlement fee as
stipulated in the offer letters amounting to approximately RM[.], and it will be paid via internally
(b) generated
Comprisefunds.
of early settlement of term loans which were drawn down to finance the purchase of
the Group’s existing factory. The early settlement will attract an early settlement fee as
stipulated in the offer letters amounting8 to approximately RM[.], and it will be paid via internally
generated funds.
5
8
251
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
* The listing expenses are estimated at RM[.] and will be set off against the share capital and profit
3. NOTES TO accordingly.
or loss PRO FORMA CONSOLIDATED
The apportionment isSTATEMENTS
disclosed in 3.3OF
andFINANCIAL POSITION
3.4 respectively.
As
Asper ProDecember
at 31 Forma I and II
2020 22,933,601 -
Pursuant
PursuanttotoUtilisation of Proceeds from
Internal Restructuring IPO
Exercise [.]
22,933,601
Estimated cost to complete the construction of the factory (Note 2(iii)(a)) [.]
As per Pro Forma I and II 22,933,601
As per Pro to
Pursuant Forma III
Utilisation of Proceeds from IPO [.][.]
Estimated cost to complete the construction of the factory (Note 2(iii)(a)) [.]
3.2 CASH AND CASH EQUIVALENTS
As per Pro Forma III [.]
The movements of cash and cash equivalents are as follows:
3.2 CASH AND CASH EQUIVALENTS
RM
The movements of cash and cash equivalents are as follows:
As at 31 December 2020 1
Pursuant to Internal Restructuring Exercise 5,554,518
RM
As
Asper ProDecember
at 31 Forma I 2020 5,554,5191
Pursuant
PursuanttotoProceeds from IPO
Internal Restructuring Exercise [.]
5,554,518
AsAsper
perPro
ProForma
FormaIII [.]
5,554,519
Pursuant
PursuanttotoUtilisation
ProceedsoffromProceeds
IPO from IPO [.]
- Capital expenditure [.]
- As
Repayment of borrowings
per Pro Forma II [.][.]
- Pursuant
Estimatedtolisting expenses
Utilisation of Proceeds from IPO [.]
- -Early settlement
Capital expenditurefee (Note 2(iii)(b)) [.][.]
- Repayment of borrowings [.]
As per Pro Forma
- Estimated listingIIIexpenses [.][.]
- Early settlement fee (Note 2(iii)(b)) [.]
5
9
252
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Asper
As perPro
ProForma
FormaIII 310,540,001 29,252,869
428,331,001 [.]
Pursuant to IPO
Pursuant to Utilisation of Proceeds from IPO 117,791,000 [.]
- Estimated listing expenses set-off against share capital - [.]
As per Pro Forma II 428,331,001 [.]
Pursuant
As per ProtoForma
Utilisation
III of Proceeds from IPO 428,331,001 [.]
- Estimated listing expenses set-off against share capital - [.]
3.4 (ACCUMULATED LOSS)/RETAINED PROFITS
As per Pro Forma III 428,331,001 [.]
The movements of the (accumulated loss)/retained profits are as follows:
3.4 (ACCUMULATED LOSS)/RETAINED PROFITS RM
As
Theatmovements
31 December 2020
of the (accumulated loss)/retained profits are as follows: (5,109)
Pursuant to Internal Restructuring Exercise 26,760,003
RM
Asper
As at 31
ProDecember
Forma I and 2020
II (5,109)
26,754,894
Pursuantto
Pursuant toUtilisation
Internal Restructuring
of Proceeds Exercise
from IPO 26,760,003
- Estimated listing expenses charged to profit or loss [.]
-As persettlement
Early Pro Formafee I and II 2(iii)(b))
(Note [.]
26,754,894
Pursuant to Utilisation of Proceeds from IPO
- Estimated
As listingIII
per Pro Forma expenses charged to profit or loss [.]
[.]
- Early settlement fee (Note 2(iii)(b)) [.]
3.5 BORROWINGS
As per Pro Forma III [.]
The movements of the borrowings are as follows:
3.5 BORROWINGS
RM
Non-current
The movements liabilities
of the borrowings are as follows:
As at 31 December 2020 -
Pursuant to Internal Restructuring Exercise 8,435,741
RM
Non-current liabilities
As
Asper ProDecember
at 31 Forma I and II
2020 8,435,741-
Drawdown of Islamic Term Financing
Pursuant to Internal Restructuring for construction of factory (Note 2(iii)(a))
Exercise [.]
8,435,741
Pursuant to Utilisation of Proceeds from IPO [.]
As per Pro Forma I and II 8,435,741
Drawdown
As of Islamic
per Pro Forma III Term Financing for construction of factory (Note 2(iii)(a)) [.]
[.]
Pursuant to Utilisation of Proceeds from IPO [.]
Current liabilities
Asat
As per
31Pro Forma III2020
December [.]-
Pursuant to Internal Restructuring Exercise 6,731,863
Current liabilities
As
Asper ProDecember
at 31 Forma I and II
2020 6,731,863-
Pursuant
Pursuantto toUtilisation of Proceeds Exercise
Internal Restructuring from IPO [.]
6,731,863
Asper
As perPro
ProForma
FormaIIII and II 6,731,863
[.]
Pursuant to Utilisation of Proceeds from IPO [.]
10
As per Pro Forma III [.]
5
10
253
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(a) As at the date of this Prospectus, we only have one class of shares, namely, ordinary
shares, all of which rank equally with one another.
(b) Save for the Pink Form Allocations as disclosed in Section 4.3.2,
(ii) there is no scheme involving the employees of our Group in the shares of our
Company or our subsidiary.
(c) Save for the new Shares issued for the Acquisition and to be issued for the Public
Issue as disclosed in Sections 6.2 and 4.3.1 respectively, no shares of our Company
have been issued or are proposed to be issued as fully or partly paid-up, in cash or
otherwise, within the past 2 years immediately preceding the date of this Prospectus.
(d) Other than our Public Issue as disclosed in Section 4.3.1, there is no intention on the
part of our Directors to further issue any Shares on the basis of this Prospectus.
(e) As at the date of this Prospectus, we do not have any outstanding convertible debt
securities.
Details of our share capital are set out in Section 6.1. Details of the share capital of our
subsidiary are set out below.
Note:
(1)
Being the capitalisation of amount owing to the then holding company i.e. Coraza
Holdings.
254
254
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
15.3 CONSTITUTION
The following provisions are extracted from our Constitution. Terms defined in our
Constitution shall have the same meanings when used here unless they are otherwise
defined here or the context otherwise requires.
The provisions in our Constitution dealing with changes in share capital and variation of
class rights, which are no less stringent than those required by law, are as follows:
The shares in the original or any increased capital may be divided into several classes and
there may be attached thereto respectively any preferential, deferred or other special
rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
Subject always to the provision under Article 7 hereof, the Company shall have the power
to increase or reduce the capital, to consolidate or subdivide the shares into shares of
larger or smaller amounts and to issue all or any part of the original or any additional
capital as fully paid or partly paid shares, and with any special or preferential rights or
privileges, or subject to any special terms or conditions and either with or without any
special designation, and also from time to time to alter, modify, commute, abrogate or deal
with any such privileges, terms, conditions or designations in accordance with the
regulations for the time being of the Company.
Subject to the provisions of the Applicable Laws, the provisions of this Constitution and the
provisions of any resolution of the Company and without prejudice to any special rights
previously conferred on the holders of any existing shares or class of shares, shares in the
Company shall be under the control of the Directors who may issue, allot or otherwise
dispose of such shares to such persons, on such terms and conditions, with such preferred,
deferred or other special rights and subject to such restrictions and at such times as the
Directors may determine, PROVIDED ALWAYS that:
(a) no shares shall be issued which shall have the effect of transferring a controlling
interest in the Company without the prior approval of the members in general
meeting;
(b) every issue of shares, options or convertible securities to employees and/or Directors
of the Company and its subsidiaries under Share Issuance Scheme or Share Grant
Scheme shall be approved by the members in general meeting;
(c) no Director shall participate in a share, option or convertible securities for employees
and any participation in Share Issuance Scheme or Share Grant Scheme unless the
members in a general meeting have approved the specific allotment to be made to
such Director; and
(d) the rights attaching to shares of a class other than ordinary shares shall be clearly
expressed in the resolution creating the same and in this Constitution.
255
255
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(1) Subject to the Applicable Laws and this Constitution, any preference shares may with
the sanction of an Ordinary Resolution be issued on terms that they are, or at the
option of the Company are liable to be redeemed on such terms and in such manner
as may be provided for by this Constitution.
(2) If the Company at any time issues preference capital, it shall indicate at the same
time whether it reserves the right to issue further preference capital ranking equally
with or in priority to preference shares already issued.
(3) A holder of preference shares must have a right to vote in each of the following
circumstances:
(a) when the dividend or part of the dividend on the share is in arrears for more
than six (6) months;
(c) on a proposal for the disposal of the whole of the Company’s property, business
and undertaking;
(d) on a proposal that affects the rights attached to the preference shares;
(4) A holder of preference shares must be entitled to the same rights as a holder of
ordinary shares in relation to receiving notices, reports, audited financial statements
and attending meetings.
(5) The preference shareholders shall have the right to a return of capital in preference
to holders of ordinary shares when the Company is wound up.
Notwithstanding Article 10, the repayment of preference share capital other than
redeemable preference share or any alteration of preference shareholders’ rights shall only
be made pursuant to a Special Resolution of the preference shareholders concerned
PROVIDED ALWAYS that where the necessary majority for such a Special Resolution is not
obtained at the meeting, consent in writing obtained from the holders of seventy five per
centum (75%) of the preference capital concerned within two (2) months of the meeting
shall be as valid and effectual as a Special Resolution carried at the meeting.
If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares of that
class) may, whether or not the Company is being wound up, be varied or abrogated with
the consent in writing of the holders of seventy five per centum (75%) of the total voting
rights of that class or with the sanction of a Special Resolution passed at a separate general
meeting of the holders of the shares of that class.
256
256
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The provisions of the Act and this Constitution relating to general meetings shall mutatis
mutandis apply so that the necessary quorum:
(a) for a meeting other than an adjourned meeting shall be two (2) persons present or
representing by proxy holding at least one-third (1/3) of the number of issued shares
of the class (excluding any shares of that class held as treasury shares) and that any
holder of shares of the class present in person or by proxy may demand a poll; and
(b) for an adjourned meeting shall be one (1) person present or representing by proxy
holding shares of such class.
To every such Special Resolution the provisions of Section 292 of the Act shall apply with
such adaptations as are necessary.
The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall, unless otherwise expressly provided by the terms of issue of the shares
of that class be deemed to be varied by the creation or issue of further shares ranking as
regards participation in the profits or assets of the Company in some or in all respects pari
passu therewith.
The Company may exercise the powers of paying commissions conferred by the Act,
provided that the rate or the per centum of the commission paid or agreed to be paid shall
be disclosed in the manner required by the Act and the commission shall not exceed the
rate of ten per cent (10%) of the price at which the shares in respect whereof the
commission is paid are issued or an amount equivalent thereto. Such commission may be
satisfied by the payment of cash or the allotment of fully paid up shares or partly paid up
shares or by a combination of any of the aforesaid methods of payment. The Company
may, on any issue of shares, also pay such brokerage as may be lawful.
Where any shares are issued for the purpose of raising money to defray the expenses of
construction of any works or buildings or the provision of any plant which cannot be made
profitable for a long period, the Company may pay interest or return on the amount of such
share capital as is for the time being paid up for the period and subject to the conditions
and restrictions mentioned in Section 130 of the Act and may charge the same to capital as
part of the cost of construction of the works or buildings or the provision of the plant.
Except as required by law, no person shall be recognised by the Company as holding any
share upon any trust and the Company shall not be bound by or be compelled in any way
to recognise (even when having notice thereof) any equitable, contingent, future or partial
interest in any share or unit of share or (except only as by this Constitution or by law
otherwise provided) any other rights in respect of any share except in an absolute right to
the entirety thereof in the registered holder.
257
257
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The Company may issue share certificates or jumbo certificates in respect of shares or
securities under the share seal or Seal of the Company in such form as the Directors may
from time to time prescribe. Every certificate shall bear the facsimile signature of at least
one Director and a second Director or the Secretary or some other person appointed by the
Directors for the purpose, and shall specify the number and class of shares or securities.
Without prejudice to the rights attached to any existing shares or class of shares, the
Company may from time to time, whether all the shares for the time being issued shall
have been fully called up or not, by Ordinary Resolution increase its share capital by the
creation and issue of new shares, such new capital to be of such amount and to be divided
into shares of such respective amounts and to carry such rights or to be subject to such
conditions or restrictions in regard to dividend, return of capital or otherwise as the
Company by the resolution authorising such increase may direct.
Subject to any direction to the contrary that may be given by the Company in general
meeting, all new shares or other convertible securities of whatever kind shall, before issue,
be offered to such persons as at the date of the offer are entitled to receive notices from
the Company of general meetings in proportion, as nearly as the circumstances admit, to
the amount of the existing shares or securities to which they are entitled. The offer shall be
made by notice specifying the number of shares or securities offered, and limiting a time
within which the offer, if not accepted, will be deemed to be declined, and, after the
expiration of that time, or on the receipt of an intimation from the person to whom the
offer is made that he declines to accept the shares or securities offered, the Directors may
dispose of those shares or securities in such manner as they think most beneficial to the
Company. The Directors may likewise also dispose of any new share or security which (by
reason of the ratio which the new shares or securities bear to the shares or securities held
by persons entitled to an offer of new shares or securities) cannot, in the opinion of the
Directors, be conveniently offered under this Article.
Except so far as otherwise provided by the conditions of issue in this Constitution, any
share capital raised by the creation of new shares shall be considered as part of the original
share capital of the Company and shall be subject to the same provisions with reference to
the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the original
share capital.
(a) consolidate and divide all or any of its share capital, the proportion between the
amount paid and the amount, if any, unpaid on each subdivided share shall be the
same as it was in the case of the share from which the subdivided share is derived;
258
258
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(b) subdivide its shares or any of the shares, whatever is in the subdivision, the
proportion between the amount paid and the amount, if any, unpaid on each
subdivided share shall be the same as it was in the case of the share from which the
subdivided share is derived. Any resolution whereby any share is subdivided may
determine that, as between the holders of shares resulting from such subdivision, one
or more of such shares may have such preferred or other special rights over, or may
be given any preference or advantage as regards dividends, return of capital, voting
or otherwise over the other or others of such shares; or
(c) convert all or any of its paid-up shares into stock and may re-convert that stock into
paid-up shares or subject to the Act, reclassify any class of shares into other class of
shares.
The Company may by Special Resolution reduce its share capital in any manner permitted
or authorised under and in compliance with the Applicable Laws.
Article 61 – Fractions
(1) The Company may, subject to its obtaining such approval from the relevant
authorities (if required) and to its compliance with the Applicable Laws, purchase its
own shares. Any shares so purchased by the Company shall be dealt with in
accordance with the Applicable Laws.
(2) The provisions of Articles 59 and 60 shall not affect the power of the Company to
cancel any shares or reduce its share capital pursuant to any exercise of the
Company's powers under paragraph (1) of this Article.
Subject to the provisions in Article 69, a Member shall be entitled to be present and to vote
at any general meeting in respect of any share or shares upon which all calls due to the
Company have been paid.
Article 81 - Voting
Subject to any rights or restriction attached to any shares or classes of shares, at meetings
of Members or classes of Members, each Member entitled to vote may vote in person or by
proxy, authorised representative or by attorney. On a resolution to be decided by a show of
hands every Member present in person who is the holder of ordinary shares or preference
shares with right to vote or a proxy or attorney of such Member shall have one (1) vote
and on a resolution to be decided by a poll every Member present in person or by proxy or
by attorney shall have one (1) vote for each share he holds. A proxy or attorney shall be
entitled to vote both on a show of hands and on a poll. On a show of hands, any Member
who is a proxy for another Member, and any person who is a proxy for more than one (1)
Member shall have only one (1) vote.
259
259
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
A Member who is of unsound mind or whose person or estate is liable to be dealt with in
any way under the law relating to mental disorder may vote, whether on a show of hands
or on a poll by his committee or by such other person who properly has the management
of his estate and any such committee or other person may vote by proxy or attorney.
Subject to the provisions in Article 69, no Member shall be entitled to be present or to vote
on any question either personally or otherwise, as a proxy or attorney at any general
meeting or upon a poll or be reckoned in the quorum in respect of any shares (a) upon
which calls are due and unpaid; and/or (b) where the instrument of proxy, the power of
attorney or other authority, if any, naming another person or party (other than the said
Member) as proxy, attorney, or person/party authorised to so act has not been deposited
with the Company in accordance with Article 88.
Subject to the rights of persons, if any, entitled to shares with special rights as to dividend,
all dividends shall be declared and paid according to the amounts paid or credited as paid
on the shares in respect whereof the dividend is paid, but no amount paid or credited as
paid on a share in advance of call shall be treated for the purposes of this Article as paid on
the share. All dividends shall be apportioned and paid proportionately to the amounts paid
or credited as paid on the shares during any portion or portions of the period in respect of
which the dividend is paid, but if any share is issued on terms providing that it shall rank
for dividend as from a particular date that share shall rank for dividend accordingly.
The Directors may deduct from any dividend payable to any Member all sums of money, if
any, presently payable by him to the Company on account of calls or otherwise in relation
to the shares of the Company.
The Directors may retain the dividends payable upon shares in respect of which any person
is under the provision as to the transmission of shares herein before contained entitled to
become a Member or which any person is under those provisions entitled to transfer, until
such person shall become a Member in respect of such shares or shall transfer the same.
260
260
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The provisions in our Constitution dealing with voting and borrowing powers of our
Directors including voting powers in relation to proposals, arrangements or contracts in
which they are interested in are as follows:
(a) The Directors may exercise all the powers of the Company to borrow money from any
person, bank, firm or company and to mortgage or charge its undertaking, property
and uncalled capital, or any part thereof and to issue debentures and other securities
whether outright or as security for any debt, liability or obligation of the Company or
its subsidiaries, or any related or associated corporation.
(b) The Directors may exercise all the powers of the Company to guarantee and give
guarantees or indemnities for the payment of money, the performance of contracts or
obligations or for the benefit or interest of the Company, or its subsidiaries, or any
related or associate corporation.
(c) The Directors may guarantee the whole or any part of the loans or debts raised or
incurred by or on behalf of the Company or its subsidiaries including any interest
payable thereon with power to the Directors to indemnify the guarantors from or
against liability under their guarantees by means of a mortgage or hypothecation of
or charge upon any property and asset of the Company or its subsidiaries or
otherwise.
The Directors shall not borrow any money or mortgage or charge any of the Company's or
its subsidiaries' undertaking, property or any uncalled capital, or to issue debentures or
other securities, whether outright or as security for any debt, liability or obligation of an
unrelated third party.
Subject to the Act and the Listing Requirements, the Directors shall not without the prior
approval of the Company in general meeting:
(a) carry into effect any proposal or execute any transaction for the acquisition of any
undertaking or property of a substantial value, or the disposal of a substantial portion
of the main undertaking or property of the Company, as defined in the Act; or
(b) exercise any power of the Company to issue securities unless otherwise permitted
under the Act; or
261
261
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Subject always to Sections 221 and 228 of the Act, a Director may hold any other office or
place of profit under the Company (other than the office of Auditor) in conjunction with his
office of Director for such period and on such terms (as to remuneration and otherwise) as
the Directors may determine and no Director or intending Director shall be disqualified by
his office from contracting with the Company either with regard to his tenure of any such
other office or place of profit or as vendor, purchaser or otherwise nor shall any such
contract, or any contract or arrangement entered into by or on behalf of the Company in
which any Director is in any way interested, be liable to be avoided, nor shall any Director
so contracting or being so interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such Director holding that office
or of the fiduciary relationship thereby established.
Every Director shall declare his interest in the Company and his interest in any contract or
proposed contract with the Company as may be required by law. Subject to Section 222 of
the Act, a Director shall not participate in any discussion or vote in respect of any contract
or proposed contract or arrangement in which he has directly or indirectly an interest and if
he shall do so his vote shall not be counted. A Director shall, notwithstanding his interest,
be counted in the quorum for any meeting where a decision is to be taken upon any
contract or proposed contract or arrangement in which he is in any way interested.
(a) any arrangement for giving the Director himself or any other Director any security or
indemnity in respect of money lent by him to or obligations undertaken by him for the
benefit of the Company or any of its subsidiaries; or
(b) any arrangement for the giving by the Company of any security to a third party in
respect of a debt or obligation of the Company for which the Director himself or any
other Director has assumed responsibility in whole or in part under a guarantee or
indemnity or by the deposit of security.
262
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The provisions in our Constitution dealing with remuneration of Directors are as follows:
The fees and benefits payable to the Directors shall be approved annually by an Ordinary
Resolution of the Company in general meeting and shall (unless such resolution otherwise
provides) be divisible among the Directors as they may agree PROVIDED ALWAYS that:
(b) fees payable to non-executive Directors shall be a fixed sum and not by a commission
on or percentage of profits or turnover;
(c) any fee paid to an alternate Director shall be such as shall be agreed between himself
and the Director nominating him and shall be paid out of the remuneration of the
latter; and
(d) fees and benefits payable to Directors shall not be increased except pursuant to an
Ordinary Resolution passed at a general meeting, where notice of the proposed
increase has been given in the notice convening the meeting.
(1) The Directors shall be paid all their travelling and other expenses properly and
necessarily expended by them in and about the business of the Company including
their travelling and other expenses incurred in attending board meetings of the
Company.
(2) If by arrangement with the Directors, any Director shall perform or render any special
duties or services outside his ordinary duties as a Director in particular without
limiting to the generality of the foregoing if any Director being willing shall be called
upon to perform extra services or to make any special efforts in going or residing
away from his usual place of business or residence for any of the purposes of the
Company or in giving special attention to the business of the Company as a member
of a committee of Directors, the Company may remunerate the Director so doing a
special remuneration in addition to his Director’s fees and such special remuneration
may be by way fixed sum or otherwise as may be arranged.
The remuneration of a Managing Director shall be fixed by the Directors and may be by
way of salary or commission or participation in profits or otherwise or by any or all of these
modes but such remuneration shall not include a commission on or percentage of turnover
but it may be a term of their appointment that they shall receive pension, gratuity or other
benefits upon their retirement.
263
263
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The provisions in our Constitution dealing with transfer of Shares are as follows:
(i) The transfer of any listed security or class of any listed security of the Company, shall
be by way of book entry by the Bursa Depository in accordance with the Rules of the
Bursa Depository and, notwithstanding sections 105, 106 and 110 of the Act, but
subject to section 148(2) of the Act and any exemption that may be made from
compliance with section 148(1) of the Act, the Company shall be precluded from
registering and effecting any transfer of the listed securities.
(ii) Subject to any written law, the instrument of transfer of any security that is not
deposited with Bursa Depository shall be in writing and in any usual or common form
or in any other form which the Directors may approve. The instrument of transfer
shall be executed by or on behalf of the transferor and the transferor shall be
deemed to remain the holder of the share until the name of the transferee is entered
in the Register of Members thereof.
In the case of a Deposited Security, the Bursa Depository may refuse to register any
transfer of the Deposited Security that does not comply with the Central Depositories Act
and the Rules of the Bursa Depository.
(a) The Directors may decline to register any transfer of shares not being fully paid
shares to a person of whom they do not approve and may also decline to register any
transfer of shares on which the Company has a lien.
(b) The instrument of transfer must be left for registration at the Office together with
such fee not exceeding RM1.00 as the Directors from time to time may require
accompanied by the certificate of the shares to which it relates and such other
evidence as the Directors may reasonably require to show the right of the transferor
to make the transfer, and thereupon the Company shall subject to the powers vested
in the Directors by these Articles register the transferee as a shareholder and retain
the instrument of transfer.
(c) If the Directors refuse to register a transfer they shall within thirty days after the
date on which the transfer was lodged with the Company send to the transferee and
the transferor notice of the refusal in accordance with Section 106 of the Act.
(d) All instruments of transfer which shall be registered shall be retained by the Company
but any instrument of transfer which the Directors may decline or refuse to register
shall on demand be returned to the person depositing the same.
(e) The Company shall be entitled to charge a fee, being a sum of money to be paid in
advance, as the Directors may from time to time determine and which the Company
may be permitted to charge by law, for the registration of every transfer, plus the
amount of the proper duty or taxes with which each certificate to be issued in
consequence of the registration of such transfer is chargeable under any law for the
time being in force.
264
264
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Neither the Company nor its Directors nor any of its officers shall incur any liability for
registering or acting upon a transfer of shares that are not deposited securities or for acting
upon a transfer of shares registered by the Bursa Depository apparently made by sufficient
parties, although the same may, by reason of any fraud or other cause not known to the
Company or its Directors or other officers be legally inoperative or insufficient to pass the
property in the shares proposed or professed to be transferred, and although the transfer
may, as between the transferor and transferee be liable to be set aside, and
notwithstanding that the Company may have notice that such instrument of transfer was
signed or executed and delivered by the transferor in blank as to the name of the
transferee or the particulars of the shares transferred, or otherwise in defective manner.
And in every such case, the transferee, his executors, administrators and assignees alone
shall be entitled to be recognised as the holder of such shares and the previous holder shall
so far as the Company is concerned, be deemed to have transferred his whole title hereto.
Article 34 - Renunciation
Subject to the provisions of this Constitution, the Directors may recognise a renunciation of
any shares by the allottee thereof in favour of some other persons.
The registration of transfer may be suspended at such times and for such periods as the
Directors may from time to time determine not exceeding in the whole thirty (30) days in
any year. At least ten (10) Market Days’ notice of intention to close the Register shall be
published in a daily newspaper circulating in Malaysia and shall also be given to Bursa
Securities. The said notice shall state the reason for which the Register is being closed. At
least three (3) Market Days before the notice shall be given to Bursa Depository to prepare
the appropriate Record of Depositors.
(a) Save for the dividends paid to our shareholders in FYE 2020 and Directors’
remuneration as disclosed in Sections 12.16 and 5.2.4 respectively, no other amount
or benefit has been paid or given within the past 2 years immediately preceding the
date of this Prospectus, nor is it intended to be paid or given, to any of our Promoter,
Director or substantial shareholder.
(b) Save as disclosed in Section 10.1, none of our Directors or substantial shareholders
have any interest, direct or indirect, in any contract or arrangement subsisting at the
date of this Prospectus and which is significant in relation to the business of our
Group.
(c) The manner in which copies of this Prospectus together with the official application
forms and envelopes may be obtained and the details of the summarised procedures
for application of our Shares are set out in Section 16.
265
265
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(d) There is no limitation on the right to own securities including limitation on the right of
non-residents or foreign shareholders to hold or exercise their voting rights on our
Shares.
15.5 CONSENTS
(a) The written consents of the Adviser, Sponsor, Underwriter, Placement Agent,
Solicitors, Share Registrar, Company Secretary and Issuing House to the inclusion in
this Prospectus of their names in the form and context in which such names appear
have been given before the issue of this Prospectus and have not subsequently been
withdrawn;
(b) The written consents of the Auditors and Reporting Accountants to the inclusion in
this Prospectus of their names, Accountants’ Report and report relating to the pro
forma consolidated financial information in the form and context in which they are
contained in this Prospectus have been given before the issue of this Prospectus and
have not subsequently been withdrawn; and
(c) The written consent of the IMR to the inclusion in this Prospectus of its name and the
IMR Report, in the form and context in which they are contained in this Prospectus
have been given before the issue of this Prospectus and have not been subsequently
withdrawn.
Copies of the following documents are available for inspection at the Registered Office of
our Company during normal business hours for a period of 6 months from the date of this
Prospectus:
(a) Constitution;
(c) Audited financial statements of Coraza Systems for FYE 2018 to 2020;
(e) Reporting Accountants’ Report relating to our pro forma consolidated financial
information as set out in Section 14;
266
266
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Our Directors, Promoters and Selling Shareholders have seen and approved this Prospectus.
They collectively and individually accept full responsibility for the accuracy of the
information. Having made all reasonable enquiries, and to the best of their knowledge and
belief, they confirm there is no false or misleading statement or other facts which if
omitted, would make any statement in this Prospectus false or misleading.
M&A Securities acknowledges that, based on all available information, and to the best of its
knowledge and belief, this Prospectus constitutes a full and true disclosure of all material
facts concerning our IPO.
267
267
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
Unless otherwise defined, all words and expressions used here shall carry the same
meaning as ascribed to them in our Prospectus.
Unless the context otherwise requires, words used in the singular include the plural, and
vice versa.
In the event of any changes to the date or time for closing, we will advertise the notice of
changes in a widely circulated daily English and Bahasa Malaysia newspaper in Malaysia.
Application must accord with our Prospectus and our Constitution. The submission of an
Application Form does not mean that the Application will succeed.
Applications by our eligible Directors, employees and Pink Application Form only
persons who have contributed to the success of our
Group
268
268
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
16.2.2 Placement
16.3 ELIGIBILITY
16.3.1 General
You must have a CDS account and a correspondence address in Malaysia. If you do not
have a CDS account, you may open a CDS account by contacting any of the ADAs set out in
Section 12 of the Detailed Procedures for Application and Acceptance accompanying the
electronic copy of our Prospectus on the website of Bursa Securities. The CDS account must
be in your own name. Invalid, nominee or third party CDS accounts will not be
accepted for the Applications.
Only ONE Application Form for each category from each applicant will be considered and
APPLICATIONS MUST BE FOR AT LEAST 100 ISSUE SHARES OR MULTIPLES OF
100 ISSUE SHARES.
You can only apply for our IPO Shares if you fulfill all of the following:
(i) a Malaysian citizen who is at least 18 years old as at the date of the
application for our IPO Shares; or
269
269
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(b) You must not be a director or employee of the Issuing House or an immediate family
member of a director or employee of the Issuing House; and
(c) You must submit Applications by using only one of the following methods:
16.3.3 Application by eligible Directors, employees and persons who have contributed
to the success of our Group
The eligible Directors, employees and persons (including any entities, wherever established)
who have contributed to the success of our Group will be provided with Pink Application
Forms and letters from us detailing their respective allocation.
The Application Form must be completed in accordance with the notes and instructions
contained in the respective category of the Application Form. Applications made on the
incorrect type of Application Form or which do not conform STRICTLY to the terms of our
Prospectus or the respective category of Application Form or notes and instructions or
which are illegible will not be accepted.
Payment must be made out in favour of “TIIH SHARE ISSUE ACCOUNT NO. [ ]” and
crossed “A/C PAYEE ONLY” and endorsed on the reverse side with your name and
address.
Each completed Application Form, accompanied by the appropriate remittance and legible
photocopy of the relevant documents may be submitted using one of the following
methods:
(a) despatch by ORDINARY POST in the official envelopes provided, to the following
address:
Tricor Investor & Issuing House Services Sdn Bhd (197101000970 (11324-H))
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
(b) DELIVER BY HAND AND DEPOSIT in the drop-in boxes provided at their Customer
Service Centre, Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur
so as to arrive not later than 5.00 p.m. on [ ] or by such other time and date
specified in any change to the date or time for closing.
270
270
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
We, together with the Issuing House, will not issue any acknowledgement of the
receipt of your Application Forms or Application monies. Please direct all enquiries in
respect of the White Application Form to the Issuing House.
Only Malaysian individuals may apply for our IPO Shares offered to the Malaysian Public by
way of Electronic Share Application.
Electronic Share Applications may be made through the ATM of the following Participating
Financial Institutions and their branches, namely, Affin Bank Berhad, Alliance Bank Malaysia
Berhad, AmBank (M) Berhad, CIMB Bank Berhad, Malayan Banking Berhad, Public Bank
Berhad and RHB Bank Berhad. A processing fee will be charged by the respective
Participating Financial Institutions (unless waived) for each Electronic Share Application.
Only Malaysian individuals may use the Internet Share Application to apply for our IPO
Shares offered to the Malaysian Public.
Internet Share Applications may be made through an internet financial services website of
the Internet Participating Financial Institutions, namely, Affin Bank Berhad, Alliance Bank
Malaysia Berhad, CIMB Bank Berhad, CGS-CIMB Securities Sdn Bhd, Malayan Banking
Berhad, Public Bank Berhad and RHB Bank Berhad. A processing fee will be charged by the
respective Internet Participating Financial Institutions (unless waived) for each Internet
Share Application.
The exact procedures, terms and conditions for Internet Share Application are set out on
the internet financial services website of the respective Internet Participating Financial
Institutions.
The Issuing House, on the authority of our Board reserves the right to:
271
271
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
(c) bank in all Application monies (including those from unsuccessful / partially successful
applicants) which would subsequently be refunded, where applicable (without
interest), in accordance with Section 16.8 below.
If you are successful in your Application, our Board reserves the right to require you to
appear in person at the registered office of the Issuing House at any time within 14 days of
the date of the notice issued to you to ascertain that your Application is genuine and valid.
Our Board shall not be responsible for any loss or non-receipt of the said notice nor will it
be accountable for any expenses incurred or to be incurred by you for the purpose of
complying with this provision.
If you are unsuccessful / partially successful in your Application, your Application Monies
(without interest) will be refunded to you in the following manner.
(a) The Application monies or the balance of it, as the case may be, will be returned to
you through the self-addressed and stamped Official “A” envelope you provided by
ordinary post (for fully unsuccessful applications) or by crediting into your bank
account (the same bank account you have provided to Bursa Depository for the
purposes of cash dividend / distribution) or if you have not provided such bank
account information to Bursa Depository, the balance of Application monies will be
refunded via banker’s draft sent by ordinary / registered post to your last address
maintained with Bursa Depository (for partially successful applications) within 10
Market Days from the date of the final ballot at your own risk.
(b) If your Application is rejected because you did not provide a CDS Account number,
your Application monies will be refunded via banker’s draft sent by ordinary /
registered post to your address as stated in the NRIC or any official valid temporary
identity document issued by the relevant authorities from time to time or the
authority card (if you are a member of the armed forces or police) at your own risk.
(d) The Issuing House reserves the right to bank into its bank account all Application
monies from unsuccessful applicants. These monies will be refunded (without
interest) within 10 Market Days from the date of the final ballot by crediting into your
bank account (the same bank account you have provided to Bursa Depository for the
purposes of cash dividend / distribution) or by issuance of banker’s draft sent by
ordinary/registered post to your last address maintained with Bursa Depository if you
have not provided such bank account information to Bursa Depository or as per item
(b) above (as the case may be).
272
272
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
16.8.2 For applications by way of Electronic Share Application and Internet Share
Application
(a) The Issuing House shall inform the Participating Financial Institutions or Internet
Participating Financial Institutions of the unsuccessful or partially successful
Applications within 2 Market Days after the balloting date. The full amount of the
Application monies or the balance of it will be credited without interest into your
account with the Participating Financial Institution or Internet Participating Financial
Institution (or arranged with the Authorised Financial Institutions) within 2 Market
Days after the receipt of confirmation from the Issuing House.
(b) You may check your account on the 5th Market Day from the balloting date.
(a) Our IPO Shares allotted to you will be credited into your CDS Account.
(b) A notice of allotment will be despatched to you at your last address maintained with
the Bursa Depository, at your own risk, before our Listing. This is your only
acknowledgement of acceptance of your Application.
(c) In accordance with Section 14(1) of the Central Depositories Act, Bursa Securities has
prescribed our Shares as Prescribed Securities. As such, our IPO Shares issued /
offered through our Prospectus will be deposited directly with Bursa Depository and
any dealings in these Shares will be carried out in accordance with the Central
Depositories Act and Depository Rules.
(d) In accordance with Section 29 of the Central Depositories Act, all dealings in our
Shares will be by book entries through CDS Accounts. No physical share certificates
will be issued to you and you shall not be entitled to withdraw any deposited
securities held jointly with Bursa Depository or its nominee as long as our Shares are
listed on Bursa Securities.
16.10 ENQUIRIES
273
273
RegistrationNo
Registration No ::202001039065
202001039065(1395386-M)
(1395386-M)
The results of the allocation of IPO Shares derived from successful balloting will be made
available to the public at the Issuing House website at https://tiih.online, one Market Day
after the balloting date.
You may also check the status of your Application at the above website, 5 Market Days
after the balloting date or by calling your respective ADA during office hours at the
telephone number as stated in the list of ADAs set out in Section 12 of the Detailed
Procedures for Application and Acceptance accompanying the Electronic Prospectus on the
website of Bursa Securities.
274
274