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CEKD BERHAD
(Formerly known as Print & Pack Solution Group Berhad)
(Registration No. 201801023077 (1285096-M))
(Incorporated in Malaysia under the Companies Act, 2016)
INITIAL PUBLIC OFFERING IN CONJUNCTION WITH OUR LISTING ON THE ACE MARKET OF BURSA
MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING:
PUBLIC ISSUE OF 50,590,000 NEW ORDINARY SHARES IN OUR COMPANY (“SHARES”) IN THE
FOLLOWING MANNER:
M&A SECURITIES SDN BHD ECO ASIA CAPITAL ADVISORY SDN BHD
(Registration No. 197301001503 (15017-H)) (Registration No. 201801022562 (1284581-H))
(A Wholly-Owned Subsidiary of Insas Berhad)
(A Participating Organisation of Bursa Malaysia Securities Berhad)
This Prospectus has been registered by the SC. The registration of this Prospectus, should not be taken to
indicate that the SC recommends the offering or assumes responsibility for the correctness of any statement
made, opinion expressed or report contained in this Prospectus. The SC has not, in any way, considered the
merits of the securities being offered for investment. The SC is not liable for any non-disclosure on the part of
the company and takes no responsibility for the contents of this document, makes no representation as to its
accuracy or completeness, and expressly disclaims any liability for any loss you may suffer arising from or in
reliance upon the whole or any part of the contents of this Prospectus. No securities will be allotted or issued
based on this Prospectus after 6 months from the date of this Prospectus.
YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN
DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.
FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE [ ].
THE ACE MARKET OF BURSA SECURITIES IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY
FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED
WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS
ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF
SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF THE RISKS OF INVESTING IN
SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL
CONSIDERATION.
THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS AN EXEMPT TRANSACTION UNDER
SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007 AND IS THEREFORE NOT
SUBJECT TO THE APPROVAL OF THE SC.
This Prospectus is dated [ ]
I Registration No.: 201801023077 (1285096-M) I
Our Directors and Promoters (as defined herein) 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.
Admission to the Official List of Bursa Malaysia Securities Berhad ("Bursa Securities") is not to be
taken as an indication of the merits of our IPO, our Company, or our shares.
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 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 Malaysia Securities Berhad ("Bursa Securities'') for the listing
of and quotation for our IPO Shares (as defined herein) on [ ]. Our admission to the Official List of
the ACE Market 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 Securities Commission C'SC'') has on [ ] approved the resultant equity structure of our
Company under the equity requirement 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 August 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.
I Registration No.: 201801023077 (1285096-M) I
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 IPQ
would result in the contravention of any law of such countries or jurisdictions.
Further, it shall also be your sole responsibility to ensure that your application for our Shares would
be in compliance with the terms of our IPQ 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 IPQ 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 IPQ or you are or might be
subjected to. Neither us nor our Adviser nor any other advisers in relation to our IPQ 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
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I Registration No.: 201801023077 (1285096-M)
(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.
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.
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I Registration No.: 201801023077 (1285096-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 of any changes in the timetable, we will advertise the notice of changes in a widely
circulated English and Bahasa Malaysia daily newspaper in Malaysia.
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I Registration No.: 201801023077 (1285096-M) I
All terms used are defined under "Defimtions " commencing from page vii.
All references to "CEKD" and the "Company" in this Prospectus are to CEKD Berhad (formerly known
as Print & Pack Solution Group Berhad) (Registration No.: 201801023077 (1285096-M)). Unless
otherwise stated, references to "Group" are to our Company and our subsidiaries taken as a whole;
and references to "we", "us", "our" and "ourselves" are to our Company, and, save where the context
otherwise requires, our subsidiaries. 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 our
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 IMR. 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 does not
form part of this Prospectus.
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I Registration No.: 201801023077 (1285096-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;
(b) The economic, political and investment environment in Malaysia and globally; and
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.
The delivery of this Prospectus or any issue made in connection with this Prospectus shall not, under
any circumstances, constitute a representation or create any implication that there has been no
change in our affairs since the date of this Prospectus. Nonetheless, should we become aware of any
subsequent material change or development affecting a matter disclosed in this Prospectus arising
from the date of issue of this Prospectus up to the date of our Listing, we shall further issue a
supplemental or replacement prospectus, as the case may be, in accordance with the provisions of
Section 238 of the CMSA.
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I Registration No.: 201801023077 (1285096-M)
DEFINITIONS
The following terms in this Prospectus bear the same meanings as set out below unless otherwise
defined or the context requires otherwise:
CEKD or Company CEKD Berhad (formerly known as Print & Pack Solution Group
Berhad) (Registration No.: 201801023077 (1285096-M))
Sharp DCM Sharp Die Cutting Mould Sdn Bhd (Registration No.:
198901010422 (187724-P))
GENERAL:
Acquisition of Hotstar Acquisition by CEKD of the entire equity interest of Hotstar for a
purchase consideration of RM5,633,500, wholly satisfied by the
issuance of 23,670,168 new Shares at an issue price of RMO.238
each, which was completed on [ ]
Acquisition of Sharp Acquisition by CEKD of the entire equity interest of Sharp DCM for
DCM a purchase consideration of RM28,634,400, wholly satisfied by the
issuance of 120,312,605 new Shares at an issue price of RMO.238
each, which was completed on [ ]
Application Form(s) Printed application formes) for the Application, accompanying this
Prospectus
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IRegistration No.: 201801023077 (1285096-M)
DEFINITION (Cont'dj
CDS Account Account established by Bursa Depository for a depositor for the
recording of securities and for dealing in such securities by the
depositor
Closing Date Date adopted in this Prospectus as the last date for acceptance
and receipt of the Application
Commercial Edge Commercial Edge Kiln Dry Sdn Bhd (Registration No.:
199701023216 (438713-M))
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I Registration No.: 201801023077 (1285096-M)
DEFINITION (Cont'd)
Depository Rules Rules of Bursa Depository and any appendices thereto as they
may be amended from time to time
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I Registration No.: 201801023077 (1285096-M)
DEFINITION (Cont'd)
GP Gross profit
Internet Share Application for our IPO Shares through an online share application
Application service provided by the Internet Participating Financial Institutions
IPO or Initial Public Our initial public offering comprising our Public Issue
Offering
Issue Share(s) 50,590,000 new Share(s) to be issued under our Public Issue
Issuing House Tricor Investor & Issuing House Services Sdn Bhd (Registration
No.: 197101000970 (11324-H))
Listing Listing of and quotation for our entire enlarged share capital of
RM[e] million comprising 194,573,000 Shares on the ACE Market
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I Registration No.: 201801023077 (1285096-M)
DEFINITION (Cont'dj
M&A Securities M&A Securities Sdn Bhd (Registration No.: 197301001503 (15017-
H»
Malaysian Public Malaysian citizens and companies, co-operatives, societies and
institutions incorporated or organised under the laws of Malaysia
Market Day(s) Any day(s) between Monday to Friday (both days inclusive) which
is not a public holiday and on which Bursa Securities is open for
trading of securities
mm millimetre
NA Net assets
Official List List specifying all securities which have been admitted for listing of
Bursa Securities and not removed
Pink Form Allocations Allocation of 9,729,000 Issue Shares to our eligible Directors and
employees and persons who have contributed to the success of
our Group as part of the Public Issue
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I Registration No.: 201801023077 (1285096-M)
DEFINITION (Cont'd)
Promoters Collectively, CEKD Holding, Yap Tian Tion, Yap Kai Ning, Lim Bee
Eng, Yap Kai Jie and Yap Kai Min
Public Issue Public issue of 50,590,000 Issue Shares at our IPO Price
QA Quality assurance
QC Quality checking
sq ft Square feet
UK United Kingdom
UV Ultraviolet
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DEFINITION (Cont'd)
CURRENCIES
EUR Euro
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I Registration No.: 201801023077 (1285096-M)
TECHNICAL GLOSSARY
This glossary contains an explanation of certain technical terms used throughout this Prospectus in
connection with our business. The terminologies and their meanings may not correspond to the
standard industry usage of these terms.
2D Two-dimensiona I
3D Th ree-d imensiona I
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IRegistration No.: 201801023077 (1285096-M)
TABLE OF CONTENTS
2. PROSPECTUS SUMMARY
2.1 PRINCIPAL STATISTICS RELATING TO OUR IPO ................................................................... 5
2.2 GROUP STRUCTURE AND BUSINESS MODEL ........................................................................ 5
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 SENIOR MANAGErv'IENT .. ............................................... .. .................... 9
2.8 PROMOTERS AND SUBSTANTIAL SHARHOLDERS ................................................................ 10
2.9 UTILISATION OF PROCEEDS ....................................... .... .................................................. 11
2.10 FINANCIAL AND OPERATIONAL HIGHLIGHTS ..................................................................... 11
2.11 DIVIDEND POLICy ............................................................................................................ 13
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I Registration No.: 201801023077 (1285096-M)
7. BUSINESS OVERVIEW
7.1 OUR HISTORY .......................................................... ................. ...... ............................... 84
7.2 DESCRIPTION OF OUR BUSINESS ........... ....................... .................... .. ................. ..... ........ 86
7.3 OPERATING MECHANISMS ................................................................................................ 91
7.4 PRINCIPAL MARKETS ................... ... ............... ................... .... ................ ..... ............ ........... 99
7.5 SEASONALITY OF OUR BUSINESS ...................................................................................... 99
7.6 BUSINESS INTERRUPTIONS ............................................................................................. 99
7.7 SOURCES AND AVALIBILITY OF RAW MATERIALS ............................................................. 102
7.8 QUALITY CONTROL PROCEDURES AND MANAGEMENT ...... .............................................. 102
7.9 MACHINERIES AND EQUIPMENT ............................................................................ ........ 104
7.10 OPERATING CAPACITY AND OUTPUT ....................................................... .. ..................... 105
7.11 TECHI'JOLOGIES USED OR TO BE USED .......... .. ............................................................... 105
7.12 R&D ACTIvmES .......................... ... ..................................... .... .................. ................... 106
7.13 SALES AND MARKETING STRATEGIES .... ............... .. ................. .... ................. .. ................ 106
7.14 MAJOR CUSTOMERS ............................ ... ...................... .. ............................... ..... ........... 108
7.15 MAJOR SUPPLIERS ............ .... ............... .... ................ .... ................. .. ................. .. ........... 110
7.16 DEPENDENCY ON CONTRACTS, AGREEMENTS OR OTHER ARRANGEMENTS ....................... 111
7.17 COMPETITIVE STRENGTHS ............................................. ... ................ ..... ............... .... .... 111
7.18 BUSINESS STRATEGIES ................................................................................................. 112
7.19 PROSPECTS OF OUR GROUP ....................... .. .... .......... .......... ........ ............ ....... ............... 114
9. RISK FACTORS
9.1 RISKS RELATING TO OUR BUSINESS AND OUR OPERATIONS ............................................ 127
9.2 RISKS RELATING TO OUR INDUSTRy .................................... .... ................ ..... ................. 129
9.3 RISKS RELATING TO THE INVESTMENT IN OUR SHARES .............................. ... ................ . 130
9.4 OTHER RISKS ................................................................................................. ............... 131
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1. CORPORATE DIRECTORY
BOARD OF DIRECTORS
National ity I
Name Designation Residential Address Profession Gender
Dato' Zulkifli Bin Independent 12, Jalan Pinggiran Putra 2/4 Malaysian/ Male
Adnan Non-Executive Desa Pinggiran Putra Retired
Chairman 43000 Kajang Ambassador
Selangor
Yap Tian Tion Deputy Executive 2, Jalan Sri Petaling 10 Malaysian/ Male
Chairman Taman Sri Petaling Director
57000 Kuala Lumpur
Datuk Mak Foo Independent 17, Jalan Damai Kasih 3 Malaysian/ Male
Wei Non-Executive Alam Damai, Cheras Director
Director 56000 Kuala Lumpur
Chong Chin Look Independent Lot 141, Jalan Persiaran Cinta Malaysian/ Male
Non -Executive Alam, Country Heights Director
Director 43000 Kajang
Selangor
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I Registration No.: 201801023077 (1285096 -M)
AUDIT COMMITTEE
REMUNERATION COMMITTEE
NOMINATING COMMITTEE
Telephone : +603-79808833
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Telephone: +603-79822010
Telephone: +603-79811799
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FINANCIAL ADVISER Eco Asia Capital Advisory Sdn Bhd (Registration No.:
201801022562 (1284581-H))
Lot 1904, 19th Floor
Tower 1, Faber Towers
Jalan Desa Bahagia, Taman Desa
58100 Kuala Lumpur
ISSUING HOUSE AND SHARE Tricor Investor & Issuing House Services Sdn Bhd
REGISTRAR (Registration No.: 197101000970 (11324-H))
Unit 32-01, Level 32, Tower A
Vertical Business Suite, Avenue 3
Bangsar South
No.8, Jalan Kerinchi
59200 Kuala Lumpur
Telephone: +603-22648888
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I Registration l\Jo.: 201801023077 (1285096-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 statistics relating to our IPO are derived from the full text of this Prospectus
and should be read together with that text:
Market capitalisation (calculated based on our IPO Price and enlarged RM[e]
no. of Shares upon Listing)
We were incorporated in Malaysia on 27 June 2018 under the Act as a public limited company
under the name Print & Pack Solution Group Berhad. On 4 February 2020, we adopted our
present name.
We were incorporated to facilitate our Listing and our principal activity is investment holding.
Through our subsidiaries, we are involved in the manufacturing of die-cutting moulds and
trading of related consumables, tools and accessories. Our Group structure as at LPD is as
follows:
CEKD
100.0% ~ 100.0% ~
l Sharp DeM [ Hotstar 1
/
Manufacturer of die-cutting
moulds and trading of
related consumables, tools
and accessories, based in
Klang Valley
'- ./
100.0% l
[ Focuswin J
Manufacturer of die-
cutting moulds, based in
Penang
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I Registration No.: 201801023077 (1285096-M)
Die-cutting
Principal Activities solutions
provider
----------------------- ~
Paper printing and pa~ging industry, electrical
Customer Segments and electronics industry, and others
r End products
Paper packaging boxes and cartons, electronic
produc:ts
L
Our Group is a die-cutting solutions provider, and is involved in the manufacturing of die-
cutting moulds and the trading of related consumables, tools and accessories, mainly to the
paper printing and packaging industry, E&E industry, and other industries such as
automotive, plastic packaging, textile and leather industries.
Further details of our Group and our business model are set out in Sections 6 and 7.
Due to the Covid-19 pandemic, on 16 March 2020, the Malaysian Government had imposed
the MCO which temporarily suspended our operations. Subsequently, we resumed our
operations (up to 30% of our workforce, restricted to 1 shift) after obtaining our approval
from MITI on 27 March 2020, 5 April 2020 and 17 April 2020 for Sharp DCM, Hotstar and
Focuswin respectively, as we were classified under the supply chain of essential goods and
services.
During the initial MCO period, due to travel restrictions imposed by the authorities, we were
unable to deliver finished products to our customers located outside the Klang Valley area. In
addition, as many of our customers were not able to operate during this period, our sales
orders also reduced. However, we were still receiving orders from those customers who are
serving manufacturers operating in essential services such as the food and beverage and
pharmaceutical industries. Sales orders from our overseas customers also reduced due to the
Covid-19 pandemic and similar movement restrictions imposed by various countries. As a
result of these disruptions on our business, our financial performance was affected
throughout the initial MCO period.
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Our revenue from sales of die-cutting moulds and tools during the initial MCO period (i.e.
from March to May 2020) declined by 30.0% (for local sales) and 34.0% (for overseas sales),
as compared to the same period for FYE 2019. The poor sales performance was mainly
attributable to customers reducing their orders over this period. Although our sales revenue
had decreased during the initial MCO period, such poor sales performance was only
temporary during the said period and there is no material impact in terms of our yearly
financial revenue generation as a whole. Further, our sales have gradually rebounded from
June 2020, as evidenced from our revenue increasing by 6.0% from June 2020 up to
September 2020, compared to the same period for FYE 2019.
Further details on the impact and measures to commence and continue our operations are set
out in Section 7.6.
Our Directors believe that our business sustainability and future growth is built on the
following competitive strengths:
(b) We are committed to providing quality products. Our commitment in quality standards
is proven by the accreditation of our quality management system in compliance with
ISO 9001:2015 by AJA EQS Certification (M) Sdn Bhd for the provision of
manufacturing die-cutting mould, tool and die excluding design and development;
(c) We have established long and good working relationships with our customers. For FYE
2020, our top 5 major customers have been dealing with us for 9 years and more.
These long standing customer relationships serve as an endorsement of the quality of
our products and services;
(d) We are led by our Deputy Executive Chairman, Managing Director and other key senior
management, all of whom have valuable experience in the die-cutting tools
manufacturing industry; and
(e) We provide technical support and visit our customers regularly to gather feedback for
product improvement. In addition, we also provide our customers with after-sales
services such as customised upgrading and modification, product training, repair and
maintenance services.
Further details of our competitive strengths are set out in Section 7.17.
Our business objectives are to maintain sustainable growth in our business and create long-
term shareholder value. To achieve our business objectives, we will implement the following
business strategies over the period of 24 months from the date of Listing:
(a) Investing in a new factory in Kepong to consolidate Hotstar's operations which are
currently located in 3 separate factories. We are in the midst of identifying a suitable
factory within the same vicinity;
7
I Registration No.: 201801023077 (1285096-M)
(b) Investing in new machineries and upgrade our computer software to enhance our
production capability, automate certain production processes and to cater for future
business growth; and
(c) Increase our export revenue by leveraging on our existing customers who have
business operations in Southeast Asia. In addition, we will participate in trade
exhibitions and conduct product demonstration sessions for existing and prospective
customers to enhance our product awareness and raise our profile overseas.
Further details of our business strategies are set out in Section 7.18.
An investment in our Shares is subject to risks. A summary of some of the more important
risks is set out below. A more detailed description of the risks associated with our Group and
IPO can be found in the Section 9.
Investors should read and understand all the risk factors before making a decision to invest in
our Shares.
(a) We may be adversely affected by the wider macroeconomic effect of the ongoing
Covid-19 pandemic and possible similar future outbreaks of viruses. While the final
effects of the Covid-19 pandemic are difficult to assess at this stage, it is possible that
it will have substantial negative effect on the Malaysian and global economy. Any
negative effect on the economies and markets where we operate in may decrease the
demand for our products and have a material adverse effect on our Group;
(b) We are dependent on the availability, quality and price fluctuations of raw materials.
Any prolonged disruption in the supplies of these raw materials and/or raw materials
that do not meet our quality requirements will disrupt our business operations. Our raw
materials particularly wood and steel are also price sensitive and we face the risk of
fluctuating prices;
(c) We do not have long-term contracts with our customers as they would typically
purchase from us on a weekly or monthly basis. As such, there can be no assurance
that we will not lose any of our customers, or that our customers will continue to
purchase our products in the future. The termination of business relationship or
reduced orders from any of our major customers will have a material and adverse
effect on us;
(d) Any disruptions to our factories or unplanned shutdowns could materially and adversely
affect us . Although we have taken up insurances to ensure that our factories and
assets are adequately covered, there is no assurance that our coverage is adequate to
compensate for any financial losses arising from fire, theft and accidents;
(e) We may fail to protect the confidential information of our customers, which may
expose us to claims, litigation or other legal proceedings. If our security network is
breached and such information is stolen or obtained by unauthorised persons, we may
then be subject to claims, litigation or other legal proceedings brought by our
customers. In such cases, our reputation may be negatively affected;
(f) Our business may be adversely affected if there is an increase in competition in the
die-cutting tools manufacturing industry from both local and foreign competitors which
may have greater resources than us in terms of financial, marketing and product
development. We also face the risk of new market entrants; and
8
I Registration No.: 201801023077 (1285096-M)
(g) We are dependent on the demand in the end-user markets in which our customers or
their end-customers are operating in. During economic downturn, consumption
spending is generally lower and this may result in reduced demand in consumer
products. Such fall in demand may in turn reduce the demand of die-cutting moulds
and printing and packaging products by our customers.
Name Designation
Directors
Dato' Zulkifli Bin Adnan Independent Non-Executive Chairman
Yap Tian Tion Deputy Executive Chairman
Yap Kai Ning Managing Director
Datuk Mak Foo Wei Independent Non-Executive Director
Chong Chin Look Independent Non-Executive Director
Further details of our Directors and key senior management are set out in Section 5.
9
IRegistration No.: 201801023077 (1285096-M)
The shareholdings of our Promoters and substantial shareholders in our Company before and after IPO are set out below:
Notes:
(1)
After completion of Acquisitions; and transfers of subscriber shares in CEKD to CEKD Holding; but before the Public Issue.
(2)
After Public Issue.
(3)
Based on enlarged share capital of 194,573,000 Shares after IPO.
(4)
Deemed interested by virtue of the shareholdings of his family in CEKD Holding pursuant to Section 8 of the Act.
(5)
Deemed interested by virtue of their shareholdings in CEKD Holding pursuant to Section 8 of the Act.
Our Promoters' entire shareholdings after IPO will be held under moratorium for 6 months from the date of Listing. Thereafter, our Promoter's
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.
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I Registration No.: 201801023077 (1285096-M)
The gross proceeds arising from the Public Issue of approximately RM[ -] million shall accrue
entirely to us and will be utilised in the following manner:
(l)Estimated timeframe
Utilisation of proceeds for utilisation RM'OOO 0/0
Note:
( 1)
From the date of listing of our Shares.
The selected historical 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:
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO
Revenue 28,732 28,363 26,355
GP 13,614 13,373 13,289
PBT/ Adjusted PBT 9,397 (1)7,488 7,950
PAT/ Adjusted PAT to owners of the 6,801 (1)5,416 6,038
Company
Notes:
(1)
Adjusted to exclude gain on disposal of properties in FYE 2019.
11
I Registration No.: 201801023077 (1285096-M)
(2)
Calculated based on PAT or adjusted PAT attributable to owners of the Company and
share capital of 143,983,000 Shares in issue before IPO.
(3)
Calculated based on PAT or adjusted PAT attributable to owners of the Company and
enlarged share capital of 194,573,000 Shares after IPO.
Further details on the financial information are set out in Sections 12 and 13.
There were no exceptional or extraordinary items during the financial years under review.
Our audited financial statements for the financial years under review were not subject to any
audit qualifications.
The following table sets out a summary of the pro forma consolidated statements of financial
position of our Group based on our audited combined statements of financial position as at
31 August 2020 to show the effects of the Acquisitions and Public Issue. It is presented for
illustrative purposes only and should be read with the pro forma consolidated financial
information set out in Section 14.
CEKD I II III
After II and
As at 31 After After I and utilisation
August 2020 Acquisitions Public Issue of proceeds
RM'OOO
TOTAL ASSETS
Total non-current
assets 30,537 30,537 [e]
Total current assets 210 20 1 433 38 1 645 [e]
210 50,970 69,182 [e]
EQUITY AND
LIABILITIES
Share capital 34,268 [e] [e]
Reorganisation reserve (31,918) [e] [e]
(Accumulated Losses)/
Retained earnings (38) 31,825 [e] [e]
Equity attributable
to owners of the
Company (38) 34,175 [e] [e]
TOTAL LIABILITIES
Total non-current [e]
liabilities 13,164 13,164
Total current liabilities 248 31 631 31 631 [e]
248 16,795 16,795 [e]
Number of Shares in
issue 100 143,983,000 [e] [e]
NA per Share (RM) 0.24 [e] [e]
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I Registration No.: 201801023077 (1285096-M)
Note:
( 1)
Represents less than RM1,OOO.
Audited
FYE 2018 FYE 2019 FYE 2020
Trade receivable turnover (days) 73 89 90
Trade payable turnover (days) 84 106 102
Inventory turnover (days) 261 283 364
Current ratio (times) 8.8 2.3 6.5
Gearing ratio (times) 0.3 0.4 0.3
Further details on the financial ratios are set out in Section 12.7.
As at LPD, the manufacturing segment remains our main revenue contributor. For FYE 2018
to FYE 2020, between 83.4% to 86.9% of our revenue was derived from the manufacturing
segment.
On a geographical basis, Malaysia is the biggest market contributing between 83.8% and
85.6% of our Group's revenue for FYE 2018 to FYE 2020. The remaining of our revenue was
mainly derived from other countries such as Vietnam, Thailand, Philippines and United Arab
Emirates.
Our Company presently does not have any formal dividend policy. Upon Listing, our Board
intends to adopt a dividend policy to allow our shareholders to participate in the profits of our
Group while ensuring sufficient funds for our continuing operations and future growth.
Further details of our dividend policy and dividend restriction are set out in Section 12.13.
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I Registration No.: 201801023077 (1285096-M)
Bursa Securities had, vide its letter dated [ J, approved our admission to the Official List of
the ACE Market and the listing of and quotation for our entire enlarged share capital on the
ACE Market. The approval from Bursa Securities is subject to the following conditions:
Status of
No. Details of conditions imposed compliance
(a) [ J [ J
(b) [ ] [ J
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 [ J, approved the resultant equity structure of CEKD under
the equity requirement for public listed companies pursuant to our Listing. The approval from
SC is subject to the following conditions:
Note:
(1)
Based on the assumption that the Shares allocated to our Bumiputera Director under
the Pink Form Allocations and Bumiputera investors shall be fully subscribed as follows:
The Shariah Advisory Council of SC had, vide its letter dated [ J classified our Shares as
shariah-compliant based on the audited combined financial statements for FYE 2020.
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I Registration No.: 201801023077 (1285096-M) I
3.1.3 Waiver
M&A Securities had on behalf of our Company sought relief from the SC to waive the
requirements for CEKD to comply with the following provisions of the Prospectus Guidelines:
The MID had, vide its letter dated [ J, taken note and has no objection to our Listing.
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 CEKD 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 CEKD Shares held under moratorium.
Details of our Promoter and its CEKD Shares which will be subject to the abovesaid
moratorium, are set out below:
Note:
( 1)
Based on enlarged share capital of 194,573,000 Shares after IPO.
The moratorium has been fully accepted by the Promoter, who has provided written
undertakings that it will not sell, transfer or assign its shareholdings under moratorium during
the moratorium period.
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I Registration No.: 201801023077 (1285096-M) I
The moratorium restrictions are specifically endorsed on the share certificates representing
the Shares under moratorium held by the Promoter to ensure that our Share Registrar does
not register any transfer that contravenes with such restrictions.
Separately, the ultimate shareholders of CEKD Holding, namely, Yap Kai Ning, Lim Bee Eng,
Yap Kai Jie and Yap Kai Min have also undertaken not to sell, transfer or assign their
shareholdings in CEKD Holding during the moratorium period.
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I Registration No.: 201801023077 (1285096-M)
The period for Application 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 of any changes in the timetable, we will advertise the notice of changes in a
widely circulated English and Bahasa Malaysia daily newspaper in Malaysia.
9,729,000 Shares, representing 5.0% of our enlarged share capital, are made
available for application by the Malaysian Public, to be allocated via balloting
as follows:
17
I Registration No.: 201801023077 (1285096-M)
The basis of allocation for 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.
Any of remaining Issue Shares not subscribed for by the Malaysian Public or Pink
Form Allocations (after reallocation) will then be made available to selected investors
via private placement.
Upon completion of our Public Issue, our share capital will increase from RM34.27
million comprising 143,983,000 Shares to RM[e] million comprising 194,573,000
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.
(b) Listing
Upon completion of our IPO, our Company's entire enlarged share capital of RM[ e]
million comprising 194,573,000 Shares shall be listed on the ACE Market.
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I Registration No.: 201801023077 (1285096-M)
We have allocated 9,729,000 Issue Shares to our eligible Directors, employees and persons
who have contributed to the success of our Group under Pink Form Allocations as follows:
Pink Form Allocations which are not accepted by certain eligible Directors, employees and
persons who have contributed to the success of our Group will be re-allocated among the
other eligible Directors mentioned in the table above 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, the
length of their service and their past, recent and anticipated contributions to our
Group. Both Yap Tian Tion and Yap Kai l\ling (our Deputy Executive Chairman and
Managing Director respectively) have opted out of the Pink Form Allocations . Yap
Tian Tion is already our substantial shareholder given his deemed interest by virtue of
the shareholdings of his family in CEKD Holding; while Yap Kai Ning is already our
substantial shareholder held through CEKD Holding.
No. of Issue
Name Designation Shares
Dato' Zulkifli Bin Independent Non-Executive Chairman 300,000
Adnan
Datuk Mak Foo Independent Non-Executive Director 300,000
Wei
Chong Chin Look Independent Non-Executive Director 300,000
Khaw Kheng Lean Director, Focuswin 200,000
Lee Sen Teck Director, Hotstar 200,000
1,300,000
The criteria of allocation to our eligible employees (as approved by our Board) are
based on, inter-alia, the following factors:
(iii) The employees' seniority, position, length of service and contribution to our
Group.
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I Registration No.: 201801023077 (1285096-M)
No. of Issue
Name Designation Shares
--~~-------------------------
Yap Kai Min (our Chief Operation Officer) has opted out of the Pink Form Allocations
as she is already our substantial shareholder held through CEKD Holding.
(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 contacts,
suppliers and customers.
The number of Issue Shares to be allotted to those persons who have contributed to
the success of our Group shall be 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 19,458,000 Issue Shares made available for application by
the Malaysian Public and Pink Form Allocations. The balance 31,132,000 Issue Shares
available for application by Bumiputera investors approved by MID and selected investors will
not be underwritten and will be placed out by our Placement Agent.
Any of our Issue Shares not subscribed or accepted by Bumiputera investors approved by
Mrn under the private placement as stated in Section 4.3.1(a)(iv) above shall firstly be
reallocated to institutional investors. If after the above reallocation, there are still Issue
Shares not taken up, the said unsubscribed Issue Shares will be made available firstly for
subscription by the Bumiputera general public, and thereafter to the other public investors,
via the balloting process.
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. Any remaining Issue Shares which are not subscribed by the Malaysian
Public or Pink Form Allocations will then be made available to selected investors via private
placement.
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.
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I Registration No.: 201801023077 (1285096-M) I
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.
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 number of 200 public shareholders, each
holding not less than 100 Shares upon 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.
No. of
Details Shares RM
Share capital
As at the date of this Prospectus 143,983,000 34,267,922.70
To be issued under Public Issue 50,590,000 [e)
Enlarged share capital upon Listing 194,573,000 [e]
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.
The Issue Shares will, upon allotment and issue, 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 the Issue
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 in the event of the liquidation of our Group, in accordance with
our Constitution.
Each of our shareholders shall be entitled to vote at any of our general meeting in person, or
by proxy or by attorney or by other duly authorised representative. Every shareholder present
in person or by proxy or by attorney or other duly authorised representative shall have one
vote for each ordinary share held.
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I Registration No.: 201801023077 (1285096-M) I
(a) To enable our Group to raise funds for the purposes specified in Section 4.9;
(b) 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 when they
arise;
(c) To provide an opportunity for the Malaysian Public, our eligible Directors, employees
and persons who have contributed to the success of our Group to participate in our
equity;
(d) To increase our visibility in the die-cutting tools manufacturing industry and to widen
our market reach and customer base in the printing and packaging industry in
Malaysia and overseas market; and
(e) To enhance our corporate reputation and image to retain and attract new, skilled
employees from the die-cutting tools manufacturing industry.
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) PE Multiple of approximately [.] times based on our audited combined EPS of 3.10
sen for FYE 2020, calculated based on our audited combined PAT attributable to
owners of our Company of RM6.04 million and enlarged share capital of 194,573,000
Shares upon Listing;
(b) Our pro forma consolidated NA per Share as at 31 August 2020 after our IPO of
RM[. L calculated based on our pro forma consolidated I\JA as at 31 August 2020 of
RM[.] million and enlarged share capital of 194,573,000 Shares upon Listing;
(c) Our combined financial track record for FYE 2018 to 2020, summarised as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO
Revenue 28J32 28,363 26)55
GP 13,614 13)73 13,289
Adjusted PAT attributable to 6,801 #5,416 6,038
owners of our Company
#
Adjusted to exclude gain on disposal of properties in FYE 2019.
(e) Our Group's prospects and business strategies as further described in Sections 7.18
and 7.19.
22
I Registration No.: 201801023077 (1285096-M) I
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 194,573,000 Shares upon Listing, our
total market capitalisation is estimated to be Rf'lI[.] million upon Listing.
4.8 DILUTION
Dilution is the amount by which our lPO Price exceeds the pro forma consolidated NA per
Share after IPO. The following table illustrates such dilution on a per Share basis:
RM
IPO Price [.]
Pro forma consolidated NA per Share as at 31 August 2020 after the [.]
Acquisitions and before IPO
Increased in the pro forma NA per Share as after the Acquisitions, 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 consolidated NA per Share as at 31 August 2020 are set out
in Section 14.
The following table shows the average effective cost per Share paid by our existing
shareholder for Shares acquired by them since our incorporation and up to LPD:
Average
Total effective cost
Shareholder {l)No. of Shares consideration per Share
RM
CEKD Holding 143,983,000 34,268,000 0.238
Note:
(1)
Issued under the Acquisitions and transfer of 227 subscriber shares in our Company to
CEKD Holding.
23
I Registration l'lo.: 201801023077 (1285096-M) I
Save for the transfer of our subscriber shares to CEKD Holding, Shares received by CEKD
Holding under the Acquisitions and Pink Form Allocations to our eligible Directors and key
senior management, there has been no acquisition or subscription of any of our Shares by
our Directors or key senior management, substantial shareholders or persons connected to
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.
The estimated gross proceeds arising from the Public Issue of approximately RM[ e] million
shall accrue entirely to us and will be utilised in the following manner:
(l)Estimated
timeframe for
Utilisation of proceeds Notes utilisation RM'OOO 0/0
Notes:
(1)
From the date of listing of our Shares.
Pending deployment of the proceeds raised from our Public Issue as aforementioned, the
funds will be placed in short-terms deposits with financial institutions.
We have allocated RM[e] million from the IPO proceeds to part finance the acquisition
of a factory in the same area with a built-up of at least 20,000 sq ft to consolidate
Hotstar's operations under one roof to centralise and better manage Hotstar's
operations at a single location as opposed to managing 3 separate factories in the
same area. The expected purchase price of the suitable factory is approximately
RM14.00 million. The balance of the purchase price for the factory will be financed
through bank borrowings and/ or internally generated funds.
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I Registration No.: 201801023077 (1285096-M)
If the actual amount for the above capital expenditure is higher than the amount
allocated, the deficit will be funded by our internally-generated funds and/or bank
borrowings.
We have allocated RM[ e] million to repay our term loan from CIMB Bank Berhad
which was utilised to finance the acquisition of our 6-storey detached factory complex
located at Jalan Kelang Lama, Kuala Lumpur. As at LPD, our outstanding term loan
amounts to RM11.80 million.
The expected annual interest savings is approximately RM[ e] million based on the
interest rate of 3.40% per annum. However, the actual interest savings may vary
depending on the then applicable interest rate.
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I Registration No.: 201801023077 (1285096-M)
We have allocated RM[ e] million for marketing activities to enhance our product
awareness throughout Southeast Asia and to increase our export revenue, as follows:
Total cost
Marketing activities RM'OOO
Organising various product demonstration sessions for our existing [e]
and potential clJstomers overseas to maintain good relationship.
Depending on the location of our overseas customers, the average
cost per session is expected to be approximately RMO.25 million
We have allocated RM[ e] million to purchase raw materials such as steel rules and
base boards for our manufacturing segment. For FYE 2020, the purchase cost of our
steel rules and base boards amounted to RM1.63 million.
An amount of RM[e] 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, Ir-'IR and Issuing House.
(2)
Other incidental or related expenses in connection with our IPO.
If our actual listing expenses are higher than the amount budgeted, the deficit will be
funded out of the amount allocated for our general working capital. Conversely, if
our actual listing expenses are lower than the amount budgeted, the excess will be
utilised for our general working capital.
26
I Registration No.: 201801023077 (1285096-M) I
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 31,132,000 Issue Shares to be offered to
Bumiputera investors approved by MITI and selected investors.
We will pay our Placement Agent a placement fee of 2.0% of our IPO Price multiplied
by the number of Issue Shares placed out by our Placement Agent.
Our Underwriter has agreed to underwrite 19,458,000 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 the total value of the
underwritten Shares at our IPO Price.
We have entered into the Underwriting Agreement with M&A Securities, to underwrite
19,458,000 Issue Shares C'Underwritten Shares") as set out in Section 4.3.3. The salient
terms of the Underwriting Agreement are as follows:
Conditions precedent
1.1 The several obligations of the Underwriter under the Underwriting Agreement shall
further be conditional upon C'Conditions Precedent"):
(a) The acceptance of the listing proposal from Bursa Securities, the clearance of
registrable Prospectus from SC and the lodgement of registrable Prospectus
with the CCM respectively together with copies of all documents required
under Section 154 of the Act prior to the issuance of the Prospectus to the
public;
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I Registration No.: 201801023077 (1285096-M) I
(c) There having been, as at any time thereafter up to and including the Closing
Date, no material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise
of our Group (which in the reasonable opinion of the Underwriter is or will be
material in the context of the issue of the Issue Shares) from that set forth in
the Prospectus, nor the occurrence of any event nor the discovery of any fact
rendering inaccurate, untrue or incorrect to an extent which is or will be
material in any of the representations, warranties and undertakings contained
in the Underwriting Agreement, if they are repeated on and as of the Closing
Date;
(d) The issue, offer and subscription of the Issue Shares in accordance with the
provisions thereof and the Prospectus not being prohibited by any statute,
order, rule, regulation, directive or guideline (whether or not having the force
of law) promulgated or issued by any legislative, executive or regulatory body
or authority of Malaysia (including Bursa Securities);
(e) All necessary approvals and consents required in relation to the Public Issue
including but not limited to governmental approvals having been obtained and
are in full force and effect;
(f) The Underwriter having been satisfied that arrangements have been made by
the Company to ensure payment of the expenses referred to in the
Underwriting Agreement;
(g) The delivery to the Underwriter prior to the date of registration of the
Prospectus of (i) a copy certified as a true copy by an authorised officer of our
Company of all the resolutions of our Directors and our shareholders in
general meeting approving the Underwriting Agreement, the Prospectus, the
Public Issue and authorising the execution of the Underwriting Agreement and
the issuance of the Prospectus; (ii) a certificate dated the date of the
Prospectus signed by duly authorised officers of our Company stating that,
after having made all reasonable enquiries, there has been no such change,
development or occurrence as referred to in paragraph 1.1(c);
(h) The delivery to the Underwriter on the Closing Date of such reports and
confirmations dated the Closing Date from our Board as the Underwriter may
reasonably require to ascertain that there is no material change subsequent
to the date of the Underwriting Agreement that will adversely affect the
performance or financial position of our Group nor the occurrence of any
event rendering, untrue or incorrect, to a material extent any representations
and/or warranties contained in the Underwriting Agreement as though they
have been given and/or made on such date; and
(i) The Underwriter being satisfied that our Company will, following completion
of the Public Issue be admitted to the official list and its issued share capital
listed and quoted on the ACE Market without undue delay.
28
I Registration No.: 201801023077 (1285096-M)
1.2 In the event any of the Conditions Precedent are not satisfied by the Closing Date, the
Underwriter shall thereupon be entitled but not bound to terminate the Underwriting
Agreement by notice given to our Company not later than 3 Market Days after the
Closing Date and upon such termination our Company and the Underwriter shall be
released and discharged from their obligations save for our Company's obligations
pursuant to the Underwriting Agreement and none of the parties shall have a claim
against the other save for antecedent breaches by our Company and claims arising
therefrom. Each party shall in such event return any and all monies paid to the other
under the Underwriting Agreement within 72 hours of the receipt of such notice (except
for monies paid by our Company for the payment of the expenses as provided in the
Underwriting Agreement). The Underwriter reserves the right to waive or modify any of
the conditions aforesaid and such waiver or modification shall not prejudice the
Underwriter's rights under the Underwriting Agreement.
Termination
1.3 Notwithstanding anything herein contained, the Underwriter may by notice in writing to
our Company given at any time on or before the allotment and issuance of the Issue
Shares, terminate and cancel and withdraw its commitment to underwrite the
Underwritten Shares if:
(c) There shall have occurred, happened or come into effect in the opinion of the
Underwriter any material and/or adverse change to the business or financial
condition of our Group; or
(d) There shall have occurred, happened or come into effect any of the following
circumstances:
29
I Registration No.: 201801023077 (1285096-M)
(iii) the FTSE Bursa Malaysia KLCI Index ("Index") is, at the close of
normal trading on Bursa Securities, on any Market Day:
lower than 90% of the level of the Index at the last close of normal
trading on the relevant exchange on the Market Day immediately
prior to such date and remains at or below that level for at least 3
Market Days; or
(e) There is failure on the part of our Company to perform any of their
respective obligations herein contained; or
(f) Any matter which arose immediately before the date of the Prospectus would
have constituted a material and adverse omission in the context of the Public
Issue; or
(g) Any event, act or omission which gives or is likely to give rise to any liability
which will have a material and adverse effect on our Company pursuant to
the indemnities contained under the Underwriting Agreement.
1.4 Upon such notice(s) being given, the Underwriter shall be released and discharged of
its obligations without prejudice to its rights whereby the Underwriting Agreement
shall be of no further force or effect and no Party shall be under any liability to any
other in respect of the Underwriting Agreement, except that our Company shall
remain liable in respect of our obligations and liabilities for the payment of the costs
and expenses already incurred prior to or in connection with such termination, for the
payment of any taxes, duties or levies or such outstanding fees, and for any
antecedent breach, and our undertaking to indemnify the Underwriter.
30
I Registration No.: 201801023077 (1285096-M)
Our Shares will be admitted to the Official List of the ACE Market and an official quotation will
commence after, inter-alia, 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.
31
I Registration No.: 201801023077 (1285096-0]
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT
The shareholdings of our Promoters and substantial shareholders in our Company before and after IPO are set out below:
Notes:
( 1)
After completion of Acquisitions and transfers of subscriber shares in CEKD to CEKD Holding, but before Public Issue.
(2)
After Public Issue.
(3)
Based on enlarged share capital of 194,573,000 Shares after IPO.
(4)
Deemed interested by virtue of the shareholdings of his family in CEKD Holding pursuant to Section 8 of the Act.
(S)
Deemed interested by virtue of their shareholdings in CEKD Holding pursuant to Section 8 of the Act.
Our Promoters and substantial shareholders do not have different voting right from other shareholders of our Group.
32
I Registration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
The profiles of Yap Tian Tion and Yap Kai Ning who are also our Executive Directors are set out in Section 5.2.2. The profile of Yap Kai Min who is our
Chief Operation Officer is set out in Section 5.3.3.
CEKD Holding was incorporated in Malaysia on 6 June 2014 under the Companies Act 1965 as a private limited company. CEKD Holding is an
investment holding company. As at LPD, the issued capital of CEKD Holding is RM59.65 million comprising 59,652,854 ordinary shares. As at LPD,
the Directors and substantial shareholders of CEKD Holding are as follows:
Direct Indirect
Name Designation Nationality No. of shares 0/0 No. of shares 0/0
Note:
(1)
Deemed interested by virtue of the shareholdings of his/her family in CEKD Holding pursuant to Section 8 of the Act.
Lim Bee Eng, a Malaysian, aged 65, is our Promoter and substantial shareholder. She is the wife of Yap Tian Tion (our Deputy Executive Chairman)
and the mother of Yap Kai Ning (our Managing Director), Yap Kai Min (our Chief Operation Officer) and Yap Kai Jie. She pursued her Master of
Management from Open University Malaysia in 2006 and graduated in 2009.
33
IRegistration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
She began her career as a school teacher upon completing her teacher training programme at Maktab Perguruan Persekutuan Pulau Pinang in 1979.
She left the teaching profession in 1996 and joined Shenway as a director, where she assisted Yap Tian Tion with its business. She then joined our
Group in September 2008 where she assisted our Deputy Executive Chairman in managing our Group's business operations and human resource
planning. She retired from our Group since February 2020.
Yap Kai Jie, a Malaysian, aged 33, is our Promoter and substantial shareholder. He is the son of Yap Tian Tion and Lim Bee Eng, as well as the
brother of Yap Kai Ning and Yap Kai Min.
He graduated from the University of Wisconsin-Madison, USA, in 2010 with a Bachelor of Business Administration. He joined our Group as a stock
keeper in 2011 and was then transferred to the procurement department in 2013. He left our Group in February 2020 to manage h is family's
plantation business on a full time basis.
34
I Registration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
The changes in our Promoters and substantial shareholders' respective shareholdings since our incorporation are as follows:
Notes:
(1)
After completion of Acqu isitions and transfers of subscriber shares in CEKD to CEKD Holding, but before Public Issue.
(2)
After Public Issue.
(3)
Based on enlarged share capital of 194,573,000 Shares after IPO.
(4)
Deemed interested by virtue of the shareholdings of his family in CEKD Holding pursuant to Section 8 of the Act.
(S)
Deemed interested by virtue of their shareholdings in CEKD Holding pursuant to Section 8 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.
35
I Registration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
5.2 DIRECTORS
5.2.1 Directors'shareholdings
The shareholdings of our Directors in our Company before and after IPQ assuming that our Directors will fully subscribe for their respective entitlements
under the Pink Form Allocations are set out below:
36
I Registration No.: 201801023077 (1285096-M) I
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Notes:
(1)
After completion of Acquisitions and transfers of subscriber shares in CEKD to CEKD Holding, but before Public Issue.
(2)
After Public Issue.
(3)
Based on enlarged share capital of 194,573,000 Shares after IPO.
(4 )
Assuming that our Directors will fully subscribe for their respective entitlements under the Pink Form Allocations.
(5)
Deemed interested by virtue of the shareholdings of his family in CEKD Holding pursuant to Section 8 of the Act.
(6)
Deemed interested by virtue of her shareholdings in CEKD Holding pursuant to Section 8 of the Act.
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I Registration No.: 201801023077 (1285096-M)
Dato' Zulkifli Bin Adnan, a Malaysian, aged 62, is our Independent Non-Executive
Chairman . He was appointed to our Board on 7 February 2020. He is the Chairman of our
Nominating Committee and a member of Audit Committee, Remuneration Committee and
Risk Management Committee.
He began his career as a trainee bank officer providing transactional banking services to
customers at Malayan Banking Berhad, Kajang in 1981. He then served in the Ministry of
Foreign Affairs C'MFA") since 1983. He started his career with MFA as the Assistant Secretary
in the East Asia Division, in charge of Malaysia-Japan bilateral relations. He was assigned as
Second Secretary at the High Commission of Malaysia in Colombo, Sri Lanka from 1985 until
1988. In 1988, he was Assistant Director of the Association of Southeast Asian Nations
C'ASEAN'') Division of MFA, managing ASEAN regional cooperation. He pursued his Master's
degree in the USA in 1989. In 1991, he was reassigned as Assistant Secretary of the Policy
Planning Division of MFA, responsible for issues on ASEAN Regional Forum and also maritime
affairs. He was appointed as First Secretary at the Permanent Mission of Malaysia to the
United Nations in New York, USA from 1993 until 1998, where he dealt with nuclear
disarmament issues, administrative and budgetary matters of the United Nations. He returned
to Malaysia in 1998 to serve as Principal Assistant Secretary of the Territorial & Maritime
Affairs Division of MFA.
Yap Tian Tion, a IVialaysian, aged 64, is our Deputy Executive Chairman. He was appointed
to our Board on 7 February 2020. He is responsible for the overall strategy and business
direction of our Group where he reviews all major investments, business strategies, major
capital expenditure as well as financing proposals of our Group.
After completing his secondary education at Sekolah Menengah Kebangsaan Tuanku Abdul
Rahman, Gemas, Negeri Sembilan in 1976, he studied under the Federal Evening Class
programme of St. John Institution, Kuala Lumpur in 1977 and obtained his Higher School
Certificate in 1978. He was involved in the trading of fruits and car accessories from 1976 to
1984.
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I Registration No.: 201801023077 (1285096-M)
In 1984, he and his business partners co-founded Shenway, a company involved in the
manufacture and services of die-cutting tools and die making supplies for garment, shoe and
automotive industry. In 1994, he was invited by the shareholders of Sharp DCM to participate
as shareholder of the company due to his experience in manufacturing different types of die-
cutting moulds.
Yap Kai Ning, a Malaysian, aged 36, is our Managing Director. She was appointed to our
Board on 7 February 2020. She is responsible for the day-to-day operations of our Group. She
is a member of our Risk Management Committee.
She graduated with a double degree in Commerce and Arts from Australian National
University, Australia, in 2006. In 2007, she completed a Diamond Grading Course from
Gemological Institute of America. In 2014, she obtained her Masters of Business
Administration from University of Southern Queensland in Malaysia.
Since joining Sharp DCM in 2008, she underwent rotations through various departments
including sales and marketing, production, human resource and administration in Sharp DCM
and was exposed to the entire spectrum of its operations. She was appOinted as Sharp DCM's
director in 2011 and took full responsibility on human resource related matters as well as
assisting Yap Tian Tion in the company's daily operations. In 2015, she was promoted as
Managing Director of Sharp DCM.
Datuk Mak Foo Wei, a Malaysian, aged 55, is our Independent Non-Executive Director. He
was appOinted to our Board on 7 February 2020. He is the Chairman of our Remuneration
Committee and a member of Audit Committee, Nominating Committee and Risk Management
Committee.
He graduated with a Bachelor of Laws (Honours) from University of Birmingham, UK, in 1990.
He was qualified as a Barrister-at-Law at Lincoln's Inn London, England in 1991 and was
called to the Malaysian Bar in 1992.
He began his career by practicing as an advocate and solicitor at Manjit Singh Sachdev,
Mohammad Radzi & Partners in 1992. In 1994, he left the firm to set up his own practice,
Mak & Company (now known as Mak Farid & Company) which specialises in corporate and
conveyancing matters. He also acts as the executive councillor and a legal advisor for a non-
profit organisation, Malaysia Crime Prevention Foundation since 2018.
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I Registration No.: 201801023077 (1285096-M) I
He also has businesses involved in property development of both industrial and residential
projects, notably Riverville Residences, Balakong Jaya Industrial Park I and II and Alam
Damai Industrial Park. He currently holds directorship in a number of private limited
companies.
Chong Chin Look, a Malaysian, aged 57, is our Independent Non-Executive Director. He
was appointed to our Board on 7 February 2020. He is the Chairman of our Audit Committee
and Risk Management Committee and a member of Remuneration Committee and
Nominating Committee.
He currently holds directorships in a number of subsidiaries of Bonia and other private limited
companies.
40
[ Registration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
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:
Commercial Edge Trading in rubber wood, fertiliser and Executive 30 April 1998 (1)100.0
investment holding Director
Wira Cheras Investment holding in shares Non-Executive 3 July 2014 (1) 100.0
Plantation Sdn Bhd Director
Summit Forest Sdn Investment holding in shares Non-Executive 10 December 2009 1 August 2019 50.0
Bhd Director
MewahIkhbarSdn Rubber plantation, production and sale Non-Executive 27 January 2010 7 July 2017 (2)100.0
Bhd of rubber produce Director
41
I Registration No.: 201801023077 (1285096-M)1
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Sindiyan Tech Sdn Investment holding in shares Non-Executive 10 December 2009 12 December 2017
Bhd Director
Shanyu Manufacturing of die-cutting and related Non-Executive 31 May 2016 21 September 2018
products Director
Sleektech Sdn Bhd Service activities related to printing Non-Executive 17 November 2015 27 July 2018
(formerly known as Director
Print & Pack
Systems Sdn Bhd)
CEKD Venture Sdn Investment holding, provIsion of Non-Executive 15 October 2014 8 July 2019 (1) 100.0
Bhd maintenance and support services to Director
properties
CEKD Property Sdn Investment holding, property Non-Executive 27 November 2013 8 July 2019 (1)100.0
Bhd management, commission agent Director
In-N-Out Plantation Rubber plantation, production and sale Non-Executive 14 February 2013 6 July 2017 (1)60.0
Management Sdn of rubber produce Director
Bhd
Tepat Budi Sdn Bhd Investment holding in shares Non-Executive 22 March 2013 3 October 2019
Director
Ladang Seri Mewah Investment holding in shares Non-Executive 14 February 2013 10 July 2020
Sdn Bhd Director
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I Registration No.: 201801023077 (1285096-M) I
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Notes:
(1)
Deemed interested by virtue of the shareholdings of his family pursuant to Section 8 of the Act.
(2)
Deemed interested by virtue of his shareholding in Summit Forest Sdn Bhd pursuant to Section 8 of the Act.
43
I Registration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Notes:
(1)
Deemed interested by virtue of the shareholdings of her family pursuant to Section 8 of the Act.
(2)
Deemed interested by virtue of her shareholding in CEKD Holding pursuant to Section 8 of the Act.
MCY Holdings Sdn Property investment Executive 27 March 2004 3.0 (1)97.0
Bhd Director
Alzac Viva Sdn Bhd Property development Executive 10 June 2013 55.0 (2)45.0
Director
Arenaa Star Luxury Provision of accommodation services Non-Executive 15 December 2011 <0.1 (1)100.0
Hotel Sdn Bhd Director
Arenaa Shoe Galleria Dormant, with no intended principal Non-Executive 1 November 2011 33.3
Hotel Sdn Bhd activity Director
44
IRegistration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Be/layu Sdn Bhd Dormant, with no intended principal Non-Executive 19 September 2012 1.0
activity Director
Town Rock Sdn Bhd Property investment Non-Executive 26 October 2004 <0.1 (1)100.0
Director
Destiny Wise Sdn Bhd Property investment Executive 5 May 2003 50.0
Director
Interactive Realty Sdn Investment holding and wholesale of a Non-Executive 22 March 2018 30.0 (1)70.0
Bhd variety of goods without any particular Director
specialisation
45
I Registration No.: 201801023077 (128S096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Alzac NCM Realty Sdn Construction of buildings Non-Executive 9 September 2016 SO.O
Bhd Director
Alzac Development Real property and related business, Executive 26 December 2017 SS.O (1)4S.0
Sdn Bhd engineering work and construction Director
JV Fortune Sdn Bhd Property management and investment Non-Executive 8 November 2019 SO.O
consultant company Director
Hedges Setiawangsa Wholesale of mainly petrol, diesel, Non-Executive 1 December 2019 30.0 (1)SO.O
Sdn Bhd lubricants Director
Bakat Ulung Sdn Bhd Export and import of a variety of goods Non-Executive 30 April 2020 SO .O
without any particular specialization Director
and investment holding
Past involvement
Charisma Care Sdn Provision of community education and Non-Executive 12 August 2009 1 September 2016
Bhd development services Director
The Shoe Gallery Dissolved on 23 August 2017 Non-Executive 13 February 2012 23 August 2017 <0.1
Hotel Sdn Bhd Director
46
IRegistration No.: 201801023077 (1285096 -M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Mak Women Specialist Dissolved on 5 March 2020 Non -Executive 6 September 2002 50.0
And Fertility Centre Director
Sdn Bhd
Alzac NCM Realty Sdn Dissolved on 15 June 2020 Non-Executive 9 September 2016 50.0
Bhd Director
Notes:
( 1)
Deemed interested by virtue of the shareholding of his family pursuant to Section 8 of the Act.
(2)
Deemed interested by virtue of his shareholding in MCY Holdings Sdn Bhd together with the shareholding of his family pursuant to Section
8 of the Act.
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I Registration No.: 201801023077 (1285096-M) I
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Daily Frontier Sdn Bhd Marketing, distribution and export of Executive 1 August 2006
fashionable goods and accessories Director
Bonia Corporation Investment holding and management Group Finance 20 June 1994
Berhad Director
CB Marketing Sdn Bhd DeSigning, promoting and marketing of Executive 1 August 2016
fashionable leather goods Director
Taurus Brown Sdn Investment holding, investment Non-Executive 6 January 2016 50.0
Bhd (formerly known advisory and financial consultancy Director
as Taurus Brown services
Research Sdn Bhd)
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I Registration No.: 201801023077 (1285096-M)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Past involvement
New Series Sdn Bhd Dissolved on 23 May 2019 Executive 13 August 2010 23 May 2019
Director
CB Holdings Property investment and management Executive 1 August 2006 1 January 2017
(Malaysia) Sdn Bhd services Director
Armani Context Sdn Wound up on 25 September 2019 Executive 1 August 2006 25 September 2019
Bhd Director
LBJR Marketing Sdn Marketing and distribution of fashionable Executive 11 March 2014 1 August 2016
Bhd goods and accessories Director
As at LPD, the directorships of our Directors in other companies are in compliance with the Listing Requirements.
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.
49
I Registration No.: 201801023077 (1285096-M) I
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
The remuneration of our Directors including fees, salaries, bonuses, commiSSions, other emoluments and benefits-in-kind, must be reviewed and
recommended by our Remuneration Committee and subsequently, be approved by our Board. Any change in Director's fees as set out in our Constitution
must be approved by our shareholders pursuant to an ordinary resolution passed at a general meeting where appropriate notice of the proposed changes
should be given. 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:
Note:
(1) 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.
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I Registration No.: 201801023077 (1285096-M) I
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
J
Managing Director
Yap Kai Ning
I
I I
Operations I Finance
I
I I I I
Chief Operation Officer Director, Hotstar Director, Focuswin Chief Financial Officer
Yap Kai Min Lee Sen Teck Khaw Kheng Lean Pearly Hiew Pei Li
-'
51
IRegistration No.: 201801023077 (1285096-M)
S. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
The shareholdings of our key senior management in our Company before and after IPO assuming that they will fully subscribe for their respective
entitlements under the Pink Form Allocations are set out below:
Notes:
(1)
After completion of Acquisitions and transfers of subscriber shares in CEKD to CEKD Holding, but before Public Issue.
(2)
After Public Issue.
52
I Registration ~.: 201801023077 (1285096-M) I
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
(3)
Based on enlarged share capital of 194,573,000 Shares after lPO.
(4)
Assuming that our key senior management will fully subscribe for their respective entitlements under the Pink Form Allocations.
(5)
Deemed interested by virtue of the shareholdings of his family in CEKD Holding pursuant to Section 8 of the Act.
(6)
Deemed interested by virtue of her shareholdings in CEKD Holding pursuant to Section 8 of the Act.
53
I Registration No.: 201801023077 (1285096-M) I
Save for the profiles of our Deputy Executive Chairman and Managing Director, which are
disclosed in Section 5.2.2, the profiles of the other key senior management of our Group are
as follows:
Yap Kai Min, a Malaysian, aged 31, is our Chief Operation Officer. She assists our Managing
Director in overseeing our day-to-day operations.
In 2012, she obtained a Bachelors of Commerce and Science, majoring in management and
psychology from University of Western Australia, Australia. She also completed the ISO
9001:2008 and ISO 9001:2015 internal quality auditor trainings in 2014 and 2017
respectively.
In 2012, she began her career as a management trainee in Allianz Life Insurance Malaysia
Berhad where she gained experience in general management and the insurance business.
She then joined Sharp DCM as a sales and marketing executive in 2014 and was responsible
for liaising with our existing and prospective customers. She was later promoted as supply
chain manager of Sharp DCM in 2016 where she oversees our supply chain. She is also
responsible for our continuous integration and implementation of ISO compliant quality
management system in our Group. She was promoted to her current position in 2020.
Pearly Hiew Pei Li, a Malaysian, aged 35, is our Chief Financial Officer. She is responsible
for handling our Group's financial matters.
She obtained her Certified Accountant Technician professional certificate and Association of
Chartered Certified Accountant professional certificate from Sunway College in 2003 and 2006
respectively. She has been a registered member of the Malaysian Institute of Accountants
and member of the Association of Chartered Certified Accountants since 2011.
From 2006 to 2010, she was attached to Lee & Associates as a semi senior auditor,
responsible for performing statutory audit and preparing audit reports. She then left Lee &
Associates to join Johnson Controls (M) Sdn Bhd in 2010. During her tenure there, she served
as a finance executive where she was in charge of account receivables billing and collection
and intercompany reconCiliation, as well as handling the company's audit matters. In 2012,
she left to join Axisjaya Sdn Bhd as a senior finance executive, responsible for reviewing and
finalising management accounts, preparing forecast and budget and handling the company's
audit matters. In 2016, she left Axisjaya Sdn Bhd to join Demak Marketing Sdn Bhd as an
accountant where she was responsible for overseeing account receivables and payables and
preparing monthly financial reports as well as handling duty payment.
In 2018, she joined our Group as Accountant and assumed her current position in 2020.
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I Registration No.: 201801023077 (1285096-M)
Khaw Kheng Lean, a Malaysian, aged 55, is the Director of Focuswin. He is in charge of
Focuswin's daily operations.
Upon graduating from Chung Ling High School, Penang in 1983, he pursued his professional
accounting studies at Institut Perkim-Goon (now known as Kolej PTPL Penang) where he
obtained the Certificate for Proficiency in Business Statistics (Distinction) and Cost Accounting
(Distinction) issued by the London Chamber of Commerce and Industry in 1986. He later
passed the Stage 1 CIMA examination in 1988.
He started his career in 1989 as junior tax assistant at Tax Advisory Services Sdn Bhd and
was involved in the preparation of tax computation and tax submission. He left in 1991 to join
Lee, Yeang & Co as audit supervisor and was tasked with conducting audit fieldwork and
preparing audit reports. He later left the firm in 2000 to provide accounting and tax services
to companies on a freelance basis.
In 2006, he was engaged as financial adviser to Focuswin on freelance basis. Owing to his
familiarity with Focuswin's financial and business operations, he was invited to join the
company on a full-time basis in 2017 as Operations Manager. He was subsequently promoted
as Director in 2018.
Lee Sen Teck, a Malaysian, aged 42, is the Director of Hotstar. He is in charge of Hotstar's
daily operations.
He joined Hotstar in 1999 as an operation executive, responsible for the operation of various
die-cutting machines. Between 2006 and 2008, he also facilitated in the initial set up of Wo
Hing Laser Mould (Thailand) Co Ltd, a company privately held by a previous director of
Hotstar.
In 2009, he was promoted as operation manager of Hotstar, responsible for handling the
company's overall manufacturing operation and business development. He became a
shareholder of Hotstar in 2010 and was appOinted as a director in 2012. Following the
disposal of his shares in Hotstar to CEKD Holding in 2017, he resigned as a director and was
invited to continue managing the company . In 2019, he assumed his current position as
Director in Hotstar.
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I Registration No.: 201801023077 (1285096-M )
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont'd)
Save as disclosed below, none of our key senior management has any other principal directorship and/or principal business activities performed outside our
Group as at LPD:
CEKD Venture Sdn Investment holding, provision of Non-Executive 8 July 2019 33.3 (2)66.7
Bhd maintenance and support services to Director
properties
CEKD Property Sdn Investment holding, property Non-Executive 8 July 2019 (1)20.0
Bhd management, commission agent Director
Notes:
(1)
Deemed interested by virtue of her shareholding in CEKD Holding pursuant to Section 8 of the Act.
(2)
Deemed interested by virtue of the shareholdings of her family shareholding pursuant to Section 8 of the Act.
The involvement of our key senior management in those business activities outside our Group does not give rise to any conflict of interest situation with our
business. 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.
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I Registration No.: 201801023077 (1285096-M) I
The remuneration of our key senior management including, salaries, bonuses, commissions,
other emoluments and benefits-in -kind, must be reviewed and recommended by our
Remuneration Committee and subsequently, be approved by our Board.
Details of the remuneration and benefits paid and proposed to be paid to Yap Kai Ning whom
is our Executive Director is set out in Section 5.2.4. The aggregate remuneration and
material benefits-in-kind (in bands of RI'v150,OOO) paid and proposed to be paid to our other
key senior management for services rendered in all capacities to our Group for FYE 2020 and
2021 are as follows:
Notes:
(1)
The remuneration for key senior 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.
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 to
ensure that our businesses are being properly managed;
(b) To review and adopt strategic plans for our Group and to ensure that such strategic
plans and the risk, performance and sustainability thereon are effectively integrated
and appropriately balanced;
(c) To review and adopt corporate governance best practices in relation to risk
management, legal and compliance management and internal control systems,
standards of ethical behaviour and promoting a culture of corporate responsibility, to
safeguard our Group's reputation, and our employees and assets and to ensure
compliance with applicable laws and regulations;
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I Registration No.: 201801023077 (1285096-M)
(d) To ensure that our Company has effective Board committees as required by the
applicable laws, regulations, rules, directives and guidelines and as recommended by
the Malaysian Code on Corporate Governance;
(e) To review and approve our annual business plans, financial statements and annual
reports;
(f) To monitor the relationship between our Group and our management, shareholders
and stakeholders, and to develop and implement an investor relations programme or
shareholders' communications policy for our Group;
(g) To ensure that senior management has the necessary skills and experience, and there
are measures in place to provide for the orderly succession of board and senior
management;
(h) To ensure the integrity of our Group's financial and non-financial reporting; and
(i) To appoint our Board committees, to delegate powers to such committees, to review
the composition, performance and effectiveness of such committees, and to review the
reports prepared by our Board committees and deliberate on the recommendations
thereon.
In accordance with our Constitution, 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 and be eligible for re-election. This is provided always that all Directors shall
retire from office PROVIDED ALWAYS that all the 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.
All our Directors were only appointed to our Board on 7 February 2020, and have served for
less than one year as at LPD. All our Directors will retire and be eligible for re-election at our
forthcoming second annual general meeting. The members of our Board are set out in
Section 5.2.
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 the adequacy of the scope, functions, competency and resources of the
internal audit function and that it has the necessary authority to carry out its work;
(c) To review the internal audit programme, processes, the results of the internal audit
programme, processes or investigation undertaken and whether or not appropriate
action is taken on the recommendations of the internal audit function;
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I Registration No.: 201801023077 (1285096-M)
(d) 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;
(e) To consider the major findings of internal investigations and management's response;
(f) To review the policies and procedures for assessment of suitability and independence
of external auditors;
(g) To review the policies and procedure governing the provision of non-audit services by
external auditors;
(h) To review any related party transactions entered into by our Group and any conflict
of interest situations that may arise within our Group; and
The recommendations of our Audit Committee are subject to the approval of our Board.
Our Board will via our Nominating Committee review the composition, performance and
effectiveness of our Audit Committee annually.
The main function of our Remuneration Committee is to assist our Board in fulfilling its
responsibility on matters relating to our Group's compensation, bonuses, incentives and
benefits. The Remuneration Committee's duties and responsibilities as stated in its terms of
reference include, amongst others, the following:
(b) To recommend specific remuneration packages for our Deputy Executive Chairman,
Managing Director, Executive Directors and key senior management. The
remuneration package should be structured such that it is competitive. Salary scales
drawn up should be within the scope of the general business policy and not be
dependent on short-term performance to avoid incentives for excessive risk-taking.
As for Non-Executive Directors and Independent Directors, the level of remuneration
should be linked to their level of responsibilities undertaken and contribution to the
effective functioning of our Board;
(c) To ensure the establishment of a formal and transparent procedure for developing
poliCies, strategies and framework for the remuneration of our Deputy Executive
Chairman, Managing Director, Executive Directors and key senior management;
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I Registration No.: 201801023077 (1285096-M) I
(d) To implement the policies and procedures on remuneration including reviewing and
recommending matters relating to the remuneration of our Board and key senior
management;
(e) To structure the component parts of remuneration so as to align with the business
strategy and long-term objectives of the Company and to link rewards to individual
performance and to assess the needs of the Company for talent at Board level at a
particular time; and
The recommendations of our Remuneration Committee are subject to the approval of our
Board.
Our Nominating Committee review the composition, performance and effectiveness of our
Remuneration Committee annually.
The Nominating Committee's duties and responsibilities as stated in its terms of reference
include, amongst others, the following:
(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. The annual assessment to
be conducted would be based on objective performance criteria approved by our
Board;
(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
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I Registration No.: 201801023077 (1285096-M) I
(g) To ensure an appropriate framework and succession planning for our Board,
including our Group Managing Director and Executive Directors.
The recommendations of our Nominating Committee are subject to the approval of our
Board.
Our Board has the overall responsibility for risk oversight and risk management within our
Group. However, as a committee of our Board, our Risk Management Committee shall lead
our strategic direction in the management of our business risks, including oversight on the
establishment and implementation of a risk management framework and reviewing the
effectiveness of the risk management framework in identifying and managing risks and
internal processes which include but not limited to ensuring the adequacy of risk
management policy and infrastructure to facilitate the implementation of action plans for risk
management.
The objectives of the framework are to ensure the provision of quality product and services
and monitor the risk culture and processes throughout our Group to take advantage of
opportunities while managing risks that may adversely affect our reputation and achievement
of business objectives.
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 set reporting guidelines for management to report to the committee on the
effectiveness of our Group's management of its business risks;
(e) To review the risk profile of our Group including all our subSidiaries and to evaluate
the measures taken to mitigate the business risks;
(g) To oversee any investigation of activities which are within its terms of reference.
The recommendations of our Risk Management Committee are subject to the approval of our
Board.
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I Registration No.: 201801023077 (1285096-M)
(a) Yap Tian Tion and Lim Bee Eng, both of whom are our Promoters and substantial
shareholders are husband and wife. Yap Tian Tion is also our Deputy Executive
Chairman; and
(b) Yap Kai Ning, Yap Kai Jie and Yap Kai Min are siblings and children of Yap Tian Tion
and Lim Bee Eng. Yap Kai Ning, Yap Kai Jie and Yap Kai Min are also our Promoters
and substantial shareholders. Yap Kai Ning and Yap Kai Min are also our Managing
Director and Chief Operation Officer respectively.
Save for the above, there are no family relationships or association between or amongst our
Promoters, substantial shareholders, Directors and key senior 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
senior management.
As at LPD, none of our Promoters, Directors or key senior 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 senior 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;
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I Registration No.: 201801023077 (1285096-M)
(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
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I Registration No.: 201801023077 (1285096 -M)
CEKD was incorporated in Malaysia on 27 June 2018 under the Act as a public limited
company under the name Print & Pack Solution Group Berhad. On 4 February 2020, we
adopted our present name.
We were incorporated to facilitate the Listing and our principal activity is that of investment
holding. Through our subsidiaries, we are principally involved in the manufacturing of die-
cutting moulds and trading of related consumables, tools and accessories. Please refer to
Section 6.3 for detailed information on the principal activities of our subsidiaries.
There has been no material change in the manner in which our Company conducts its
business or activities since our incorporation up to LPD.
As at LPD, our share capital is RM34.27 million comprising 143,983,000 Shares, all of which
have been issued and fully paid-up. The movements in our share capital since our
incorporation are set out below:
No. of
shares Consideration! Cumulative
Date of allotment allotted Types of issue share capital
RM
27 June 2018 2 RM2/ Subscribers' shares 2.00
17 October 2018 20(I)Not applicable/ Subdivision 2.00
of shares
27 November 2018 80 RM8/ Issue for cash 10.00
25 November 2020 127 RM12.70/ Issue for cash 22.70
[ ] 143,982,773 RM34,267,900/ 34,267,922 .70
Consideration for Acquisitions
Note:
(1)
Not applicable as the subdivision of shares does not involve any consideration.
As at LPD, we do not have any outstanding warrants, options, convertible securities and
uncalled capital. In addition, there are 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 194,573,000 Shares from the issuance of 50,590,000 Issue Shares.
In preparation for our Listing, we have undertaken the Acquisitions. On 7 December 2020,
we entered into the following agreements:
(a) Conditional share sale agreement with CEKD Holding to acquire the entire equity
interest in Sharp DCM comprising 1,500,000 ordinary shares for a purchase
consideration of RM28,634,400 which was satisfied by the issuance of 120,312,605
new Shares to CEKD Holding at an issue price of RMO.238 each; and
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I Registration No.: 201801023077 (1285096-M) I
(b) Conditional share sale agreement with CEKD Holding to acquire the entire equity
interest in Hotstar comprising 850,000 ordinary shares for a purchase consideration
of RM5,633,500, which was satisfied by the issuance of 23,670,168 new Shares to
CEKD Holding at an issue price of RMO.238 each .
Details of the vendors of Sharp DCM and Hotstar and the number of Shares issued to them
under the Acquisitions are as follows:
The purchase consideration for the Acquisition of Sharp DCM of RM28,634,400 was arrived
based on a "willing-buyer willing-seller" basis after taking into consideration the audited
consolidated NA of Sharp DCM Group as at 31 August 2020 of RM30,434,440 and adjusted
for the dividend amounting to RM1,200,000 and RI'v1600,000 declared on 22 October 2020
and 19 November 2020 respectively.
Shareholdings in Hot~tar
No. of shares % of share Purchase No. of Shares
Hotstar Vendor acquired capital consideration issued
RM
CEKD Holding 850,000 100.0 5,633,500 23,670,168
The purchase consideration for the Acquisition of Hotstar of RM5,633,500 was arrived based
on a "willing-buyer willing-seller" basis after taking into consideration the audited NA of
Hotstar as at 31 August 2020 of RM7,163,467 and adjusted for the dividend amounting to
RM680,000 and RM850,000 declared on 22 October 2020 and 19 November 2020
respectively.
The Acquisitions were completed on [ ]. Thereafter, Sharp DCM and Hotstar became our
wholly-owned direct subsidiaries.
The new Shares issued under the Acquisitions 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.
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I Registration No.: 201801023077 (1285096-M}]
Our Group structure before and after the Acquisitions and IPO is as follows:
Before Acquisitions
100.0% 100.0%
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I Registration No. : 201801023077 (128S096-M)
6. GENERAL INFORMATION ON OUR GROUP (Cant'd)
100.0%
Focuswin
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.
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IRegistration No.: 201801023077 (1285096-M)
6. GENERAL INFORMATION ON OUR GROUP (Cont'd)
As at LPD, we do not have any associated companies. Details of our subsidiaries are summarised as follows:
Date I Effective
Place of Principal place equity
Company Company No. incorporation of business interest Principal activities
0/0
Sharp DCM 198901010422 6 October 1989/ Malaysia 100.0 Manufacturer of die-cutting moulds and trading of related
(187724-P) Malaysia consumables, tools and accessories
Hotstar 199401000129 4 January 1994/ Malaysia 100.0 Manufacturer of die-cutting moulds and trading of related
(285807-K) Malaysia consumables, tools and accessories
Details of the share capital of our subsidiaries are set out in Section 15.2.
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I Registration No.: 201801023077 (1285096-M)
Save for the material contracts disclosed below, there are no contracts which are or may be
material (not being contracts entered into in the ordinary course of business) which have
been entered into by our Company or our subsidiaries for FYE 2018 to 2020 and up to the
date of this Prospectus :
(a) Sale and purchase agreement dated 17 December 2018 between Sharp DO., and
Commercial Edge for the acquisition of a unit of 6-storey detached factory complex
held under a piece of leasehold land known as Hakmilik Pajakan Negeri 4606 for Lot
30837, Mukim Petaling, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan KL
bearing the postal address No. 10, Jalan 1/137B, Resource Industrial Centre, Batu 5,
Jalan Kelang Lama, 58200 Kuala Lumpur, for a total cash consideration of
RM20,OOO,OOO, which was completed on 1 August 2019;
(b) Sale and purchase agreement dated 17 December 2018 between Sharp DCM and
Commercial Edge for the disposal of a unit of 1 V2-storey terraced factory held under
a piece of freehold land known as Geran 60717, Lot 40513, Mukim Petaling, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan KL bearing the postal address No. 8,
Jalan 4/152, Taman Perindustrian ~UG, Batu 6, Jalan Puchong, 58200 Kuala Lumpur
for a total cash consideration of RM1,300,OOO, which was completed on 23 May 2019;
(c) Sale and purchase agreement dated 17 December 2018 between Sharp DCM and
Commercial Edge for the disposal of a unit of 11f2-storey terraced factory held under
a piece of freehold land known as Geran 421367, Lot 27739, Mukim Senai, Daerah
Kulaijaya, Negeri Johor bearing postal address No. 14, Jalan Sawi 2, Taman Seri
Senai, 81400 Senai, Johor, for a total cash consideration of RM420,OOO, which was
completed on 22 July 2020;
(d) Sale and purchase agreement dated 17 December 2018 between Sharp DCM and
Commercial Edge for the disposal of a unit of 11f2-storey terraced factory held under
a piece of freehold land known as Geran 421365, Lot 27738, Mukim Senai, Daerah
Kulaijaya, Negeri Johor bearing postal address No. 15, Jalan Sawi 2, Taman Seri
Senai, 81400 Senai, Johor for a total cash consideration of RM420,OOO, which was
completed on 25 October 2019;
(e) Sale and purchase agreement dated 17 December 2018 between Sharp DCM and
Commercial Edge for the disposal of a unit of 11f2-storey terraced factory held under
a piece of freehold land known as Geran 60719, Lot 40515, Mukim Petaling, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan KL bearing postal address No. 12, Jalan
4/152, Taman Perindustrian OUG, Batu 6, Jalan Puchong, 58200 Kuala Lumpur for a
total cash consideration of RM1,300,OOO, which was completed on 23 May 2019;
(f) Sale and purchase agreement dated 17 December 2018 between Sharp DCM and
Commercial Edge for the disposal of a unit of 11f2 -storey terraced factory held under
a piece of freehold land known as Geran 60718, Lot 40514, Mukim Petaling, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan KL bearing postal address No. 10, Jalan
4/152, Taman Perindustrian OUG, Batu 6, Jalan Puchong, 58200 Kuala Lumpur for a
total cash consideration of RM1,300,OOO, which was completed on 23 May 2019;
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I Registration No. : 201801023077 (1285096 -M)
(g) Sale and purchase agreement dated 12 November 2018 between Sharp oeM and
Leading Label Solutions Sdn Bhd ("Leading Label") for the disposal of all that parcel
distinguished as Lot No. A3-03 situated on the third level of a light industrial complex
erected on leasehold land held under Hakmilik Strata Pajakan Negeri 27168/M 1/4/70,
Petak No. 70, Tingkat No.4, Bangunan No. M1, Lot No. 33468, Mukim Petaling,
Oaerah Wilayah Persekutuan, Negeri Wilayah Persekutuan bearing the postal address
A3-03 KL Industrial Park, Blok A, Jalan Klang, Batu 5, 58000 WP Kuala Lumpur, for a
total cash consideration of RM525,000, which was completed on 4 July 2019;
(h) Sale and purchase agreement dated 12 November 2018 between Sharp oeM and
Leading Label for the disposal of all that parcel distinguished as Lot No. A3-04
situated on the third level of a light industrial complex erected on leasehold land held
under Hakmilik Strata Pajakan Negeri 27168/M1/4/71, Petak No. 71, Tingkat No.4,
Bangunan No. M1, Lot No. 33468, Mukim Petaling, Oaerah Wilayah Persekutuan,
Negeri Wilayah Persekutuan bearing the postal address A3-04 KL Industrial Park, Blok
A, Jalan Klang, Batu 5, 58000 WP Kuala Lumpur, for a total cash consideration of
RM565,000, which was completed on 4 July 2019;
(i) Sale and purchase agreement dated 12 lI.Jovember 2018 between Sharp oeM and
Leading Label for the disposal of all that parcel distinguished as Lot No. A3-05
situated on the third level of a light industrial complex erected on leasehold land held
under Hakmilik Strata Pajakan Negeri 27168/M1/4/72, Petak No. 72, Tingkat No.4,
Bangunan No. M1, Lot No. 33468, Mukim Petaling, Oaerah Wilayah Persekutuan,
Negeri Wilayah Persekutuan bearing the postal address A3-05 KL Industrial Park, Blok
A, Jalan Klang, Batu 5, 58000 WP Kuala Lumpur, for a total cash consideration of
RM430,000, which was completed on 4 July 2019;
U) Settlement agreement dated 10 August 2018 between Sharp oeM and Lim Lee Hong
for the disposal of one unit of apartment held under Geran 12798/M1/4/131, Lot No.
9760, Mukim Petaling, Oaerah Wilayah Persekutuan, Negeri Wilayah Persekutuan
bearing the postal address No. 330, Jalan Sepadu 5, Batu 5, Block A, Taman Lee Yan
Lian, 58200 WP Kuala Lumpur previously held on trust by Lim Lee Hong for the
benefit of Sharp OeM, for a total cash consideration of RM65,000, which was
completed on 18 September 2018;
(k) Settlement agreement dated 10 August 2018 between Sharp oeM and Lim Lee Hong
for the disposal of one unit of apartment held under Master Title CT No. 27162, Lot
No. 7791, Mukim Petaling, Oaerah Wilayah Persekutuan, Negeri Wilayah Persekutuan
bearing postal address No. 450, Jalan Sepadu 6, Batu 5, Block B, Taman Lee Yan
Lian, 58200 WP Kuala Lumpur previously held on trust by Lim Lee Hong for the
benefit of Sharp OeM, for a total cash consideration of RM65,000, which was
completed on 18 September 2018;
(I) Settlement agreement dated 10 August 2018 between Sharp oeM and Lim Lee Hong
for the disposal of one unit of apartment held under Master Title CT No. 27162, Lot
No. 7791, Mukim Petaling, Oaerah Wilayah Persekutuan, Negeri Wi/ayah Persekutuan
bearing postal address No. 47D, Jalan Sepadu 6, Batu 5, Block B, Taman Lee Yan
Lian, 58200 WP Kuala Lumpur previously held on trust by Lim Lee Hong for the
benefit of Sharp OeM, for a total cash consideration of RM65,000, which was
completed on 18 September 2018;
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(m) Settlement agreement dated 10 August 2018 between Sharp DCM and Lim Choon
Chong for the disposal of one unit of apartment held under Strata Title PM
2094/M3/4/242, Lot No. 58043, Mukim Pekan Kinrara, Daerah Petaling, Negeri
Selangor bearing postal address No. C-3-01, Pangsapuri Melur, Jalan TBK 1/10,
Taman Bukit Kinrara, 47100 Puchong, Selangor previously held on trust by Lim Choon
Chong for the benefit of Sharp DCM, for a total cash consideration of RM62,OOO,
which was completed on 28 September 2018;
(n) Sale and purchase agreement dated 7 December 2020 between our Company and
CEKD Holding for the Acquisition of Sharp DCM, which was completed on [ ];
(0) Sale and purchase agreement dated 7 December 2020 between our Company and
CEKD Holding for the Acquisition of Hotstar, which was completed on [ ]; and
(p) Underwriting agreement dated [ ] between our Company and M&A Securities for the
underwriting of [ ] Issue Shares for an underwriting commission of 2.5% of the IPQ
Price multiplied by the number of Issue Shares being underwritten.
(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.
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6. GENERAL INFORMATION ON OUR GROUP (Cont'd)
Save as disclosed below, 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 pertaining to the general business requirements:
Nature of
Issuing Date of issue / approval/ Compliance
No. Licencee authority Date of expiry Licences Equity and/or major conditions imposed status
(a) Sharp DCM Mm 3 January 2018 / Manufacturing (a) The address stated in the licence is subject to approval by the Complied
Not stated license for the State Government and Department of Environment;
place of
manufacturing at (b) Mm and MIDA must be informed of the sale of shares in the Noted
10, Jalan company;
1/137B,
Resource (c) The company is required to train Malaysian citizens accordingly Noted
Industrial to facilitate the transfer of expertise and technology to all levels
Centre, Batu 5, of employees;
Jalan Kelang
Lama, 58200 (d) The company must comply with the terms of the capital Complied
Kuala Lumpur investment per employee ("CIPEI<) ratio of at least
for die-cutting RM140,000.00 by year 2020;
block
(e) The total fulltime manpower of the company must consist of at Complied
least 80% of Malaysians. Employment of foreign workers,
including employed through third-party is subject to current
policy;
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6. GENERAL INFORMATION ON OUR GROUP (Cont'd)
Nature of
Issuing Date of issue / approval/ Compliance
No. Licencee authority Date of expiry Licences Equity and/or major conditions imposed status
(g) The company must undertake its projects in accordance with Noted
the rules and regulations in Malaysia.
(b) Hotstar Mm 29 August 2018 / Manufacturing (a) The address stated in the licence is subject to approval by the Complied
Not stated license for the State Government and Department of EnVironment;
place of
manufacturing at (b) Mm and MIDA must be informed of the sale of shares in the Noted
20, Jalan KIP 7, company;
Taman
Perindustrian (c) The company is required to train Malaysian citizens accordingly Noted
KIP, Kepong, to facilitate the transfer of expertise and technology to all levels
52200 Kuala of employees;
Lumpur for die-
cutting block (d) The company must comply with the terms of the CIPE ratio of Complied
at least RM140,OOO.00 by year 2020;
(e) The total fulitime manpower of the company must consist of at Complied
least 80% of Malaysians. Employment of foreign workers,
including employed through third-party is subject to current
policy;
(g) The company must undertake its projects in accordance with Noted
the rules and regulations in Malaysia.
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!Registration No.: 201801023077 (1285096-MU
6. GENERAL INFORMATION ON OUR GROUP (Cont'd)
6.7 TRADEMARKS
Save as disclosed below, we do not have any other trademarks for our business operations as at LPD:
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The summary of the material properties owned by our Group as at LPD are set out below:
Description of property /
Existing use/ Audited
Expiry of lease (if any)/ Land areal NBV as at 31
No. Postal address/Title details Category of land use (if any) Built-up area Date of CCC Encumbrance August 2020
sq ft RM'OOO
(i) 10, Jalan 1/137B 6-storey detached factory and office building/ 23,896/ 30 January Charged to 19,308
Resource Industrial Centre Own use for business operations/ 71,910 2020 CIMB Bank
Batu 5, Jalan Kelang Lama Leasehold, 99 years expiring on 29 March Berhad
58200 Kuala Lumpur 2065 or 45 remaining years as at LPD/
Perusahaan/Perindustrian
Held under PN 4606
Lot 30837, Mukim Petaling
Daerah Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
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6. GENERAL INFORMATION ON OUR GROUP (Cont'd)
(b) Focuswin
Description of property /
Existing use/ Audited
Expiry of lease (if any)/ Land area/ NBV as at 31
No. Postal address/Title details Category of land use (if any) Built-up area Date of CCC Encumbrance August 2020
sq ft RM'OOO
(i) 81, Jalan Nagasari 1 2-storey light industrial lot/ 2,314/ 8 January 2020 None 181
Taman Nagasari Own use for business operations/ 3,277
13600 Prai Freehold/
Penang Perusahaan/Perindustrian
(ii) 83, Jalan Nagasari 1 2-storey light industrial lot/ 2,335/ 8 January 2020 None 239
Taman Nagasari Own use for business operations/ 3,090
13600 Prai Freehold/
Penang Perusahaan/Perindustrian
The properties owned by our Group are not in breach of any other land use conditions and/or are in 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.
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The summary of the material properties rented by our Group as at LPD are set out below:
(b) 59D, Jalan Sepadu 6, Batu 5, Block B, Ng Siew Foon/ 3rd floor of a 4-storey 650 1 October 2020 to 30 September
Taman Lee Yan Lian, 58200 WP Kuala Sharp DCM apartment/ 2022/
Lumpur Workers' accommodation RM7,200
(c) 88B, Jalan Sepadu 6, Batu 5, Block C, Wong Kin Loil 1st floor of a 4-storey 650 1 May 2020 to 30 April 2021/
Taman Lee Yan Lian, 58200 WP Kuala Sharp DCM apartment/ RM7,200
Lumpur Workers' accommodation
(d) 33D, Jalan Sepadu 5, Batu 5, Block A, Lim Lee Hong/ 3rd floor of a 4-storey 650 1 January 2019 to 31 December
Taman Lee Yan Lian, 58200 WP Kuala Sharp DCM apartment/ 2020/
Lumpur Workers' accommodation RM7,200
(e) 45D, Jalan Sepadu 6, Batu 5, Block B, Lim Lee Hong/ 3rd floor of a 4-storey 650 1 January 2019 to 31 December
Taman Lee Yan Lian, 58200 WP Kuala Sharp DCM apartment/ 2020/
Lumpur Workers' accommodation RM7,200
(f) 47D, Jalan Sepadu 6, Batu 5, Block B, Lim Lee Hong/ 3rd floor of a 4-storey 650 1 January 2019 to 31 December
Taman Lee Yan Lian, 58200 WP Kuala Sharp DCM apartment/ 2020/
Lumpur Workers' accommodation RM7,200
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6. GENERAL INFORMATION ON OUR GROUP (Cont'dj
(h ) Block A-3A-5 Suria Kipark Apartment, Ravandiran Ramankutty/ 4th floor of a 16-storey 947 15 April 2020 to 14 April 2021/
Taman KIP, Kepong 52200, Kuala Lumpur Hotstar apartment/ RM14,400
Workers' accommodation
(i) Block D-05 -02, Damansara Suria Poh Chin Teik/ 5th floor of a 16-storey 947 1 April 2020 to 31 March 2021/
Apartment, Taman KIP, Persiaran KIP 2, Hotstar apartment/ RM13,200
52200 Kepong, Kuala Lumpur Workers' accommodation
U) 20, Jalan KIP 7, Taman Perindustrian KIP, KTM Distribution Sdn Bhd/ 21/2-storey detached factory/ 2,950 1 April 2018 to 31 March 2021/
Kepong, 52200 Kuala Lumpur Hotstar Production facility for die- RM276,OOO
cutting mould
(k) 256, Jalan KIP 4, Kepong Industrial Park, Yong King Hak/ 11/2 storey factory / 2,950 1 February 2020 to 31 January
Kepong 52100 Kuala Lumpur Hotstar Production facility for die- 2022/
cutting mould RM54,OOO
( I) 257, Jalan KIP 4, Kepong Industrial Park, Chua Yok Sin/ 11/2 storey factory / 2,950 16 January 2020 to 15 January
Kepong 52100 Kuala Lumpur Hotstar Storage 2023/
RM48,OOO
(m) 85, Jalan Nagasari 1, Taman Nagasari, Lai Pit Yen/ Intermediate 2-storey light 2,799 1 May 2019 to 30 April 2021/
13600 Prai Penang Focuswin industrial shoplot/ RM30,OOO
Warehouse, workshop and
office
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6. GENERAL INFORMATION ON OUR GROUP (Cont'd)
The properties rented by our Group are not in breach of any other land use conditions and/or are in 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.
Save as disclosed below, we have not entered into any agreements to acquire any properties during FYE 2018 to 2020 and up to LPD:
Description of property I
Existing usel Audited
Date of Expiry of lease (if any)1 Land areal NBV as at 31 Purchase
No. purchase Postal address Category of land use (if any) Built-up area Date of CCC August 2020 value
sq ft RM'OOO
(a) 17 December 10, Jalan 1/137B 6-storey detached factory and 23,896/ 30 January 2020 19,308 20,000
2018 Resource Industrial Centre office building/ 71,910
Batu 5, Jalan Kelang Lama Own use for business
58200 Kuala Lumpur operations/
Leasehold, 99 years expiring on
29 March 2065 or 45 remaining
years as at LPD/
Perusahaan/Perindustrian
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As at LPD, there are no other regulatory requirements and/or major environmental issues
which may materially affect our operations and utilisation of our assets.
Save as disclosed below, there were no other material capital expenditures (including
interests in other corporations) made by us for FYE 2018 to 2020 and up to LPD :
At cost
1
September
2020 up to
FYE 2018 FYE 2019 FYE 2020 lPD
Description RM'OOO
Property, plant and equipment:
• Leasehold land & building (1)20,000
• Furniture and fittings, office 292 86 605 21
equipment and signboard
• Electrical installation & 168 62 1
renovation
• Plant & machinery, workshop 966 2,351 43 274
equipment, tools and utensils
• Motor vehicles 628 51 84
Notes:
( 1)
Relates to the acquisition by Sharp DCM of a un it of 6-storey detached factory
and office building from Commercial Edge, for a total cash purchase
consideration of RM20,OOO,OOO. The purchase consideration was derived at
based on the open market value of the said property of RM20,OOO,OOO as
appraised by an independent valuer in its valuation report dated 21
November 2018. Please refer to Section 6.4( c) for title particulars of the said
property.
(2)
Represent investment in unit trusts in Malaysia.
(3)
Represent acquisition by Sharp DCM of the remaining 50% equity interest in
Focuswin for a purchase consideration of RM 1.00 million.
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The above material capital expenditures are for our operations and primarily financed
by a combination of bank borrowings, hire purchase and internally generated funds.
Our capital expenditures, particularly for plant & machinery, workshop equipment,
tools and utensils were mainly driven by our business expansion as well as for
replacement purposes.
Save as disclosed below, there were no other material capital divestitures and write-
offs (including interest in other corporations) made by our Group for FYE 2018 to
2020 and up to LPD:
At cost
1
September
2020 up to
FYE 2018 FYE 2019 FYE 2020 LPD
Description RM'OOO
Property, plant and equipment:
• Freehold building
• Furniture and fittings, office
equipment and signboard
• Electrical installation &
renovation
• Plant & machinery, workshop 1,019 301
equipment, tools and utensils
• Motor vehicles 1,017 82
Investment properties:
• Leasehold building (1)61
• Leasehold land (1)539
• Freehold la nd {l)987
• Freehold building (1)774
Notes:
(1)
Relates mainly to the disposal by Sharp DeM of properties, details as follows:
Disposal
Purchaser Date of disposal consideration Note
RM'OOO
Lim Lee 10 August 2018 65 Please refer to Section 6.40) for title
Hong particulars of the said property
Lim Lee 10 August 2018 65 Please refer to Section 6.4(1) for title
Hong particulars of the said property
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Disposal
Purchaser Date of disposal consideration Note
RM'OOO
Commercial 17 December 2018 1,300 Please refer to Section 6.4(b) for
Edge title particulars of the said property
Commercial 17 December 2018 1,300 Please refer to Section 6.4(f) for title
Edge particulars of the said property
Leading 12 November 2018 430 Please refer to Section 6.4( i) for title
Label particulars of the said property
The above non-core properties were not used for our Group's business
operations and were rented to third parties. As such, their disposals wi" not
have a significant effect on the existing operations of our Group.
Furthermore, their disposals wi" enable us to realise our investment in these
non-core assets at the prevailing market values.
(2)
Relates to the disposal by Sharp DCIV1 of its 36.0% equity interest in Shanyu
to a third party, Sleektech Sdn Bhd for a cash consideration of RM1,296,000.
Shanyu is also involved in the manufacturing of die-cutting moulds. The
disposal was undertaken as the other shareholders of Shanyu were not keen
to participate in the Listing.
Overall, the above capital divestitures and write-offs were carried out in the ordinary
course of business as part of our periodic review of our fixed asset register to identity
and eliminate those assets which have been fully depreciated or no longer in use or
are obsolete or have surpassed their useful lives or are non-core properties of our
Group.
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.
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Save for the utilisation of proceeds from our Public Issue as set out in Section 4.9.1, our
Group has no immediate plans to construct, expand and improve our facilities as at LPD.
6.9 EMPLOYEES
As at LPD, our Group has a total workforce of 155 employees of whom 116 are permanent
employees and 39 are contractual employees. Local employees accounted for 79.4% of total
workforce as at LPD while the 20.6% were foreign workers (general workers). All of our
foreign workers have valid working permits. The following table sets out the breakdown of
our employees:
Number of employees
Category of employees As at 31 August 2020 As at lPD
Director 5 5
Manager 3 3
Executive 5 5
Supervisor 17 17
Workers 120 125
• Local 117
1;; I
• Foreign 33
150 155
As at LPD, all our employees are based in Malaysia. 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. The relationship and co-operation
between our management and our employees have always been good and this is expected to
continue in the future. As at LPD, there is no major industrial dispute pertaining to 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.
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7. BUSINESS OVERVIEW
Our Company, CEKD was incorporated on 27 June 2018 as an investment holding company
with 3 subsidiaries, namely Sharp DCM, Focuswin and Hotstar. Our Group is principally a
die-cutting solutions provider, and is involved in the manufacturing of die-cutting moulds
and trading of related consumables, tools and accessories.
In 1989, Wong Kin Loi and Lim Lee Hong, founded Sharp DCM as a trading company of
related consumables, tools and accessories for die-cutting moulds. It was during this period
that the growth of the automotive industry in Malaysia began, allowing for many
opportunities to supply various types of moulds and dies that are used in manufacturing of
automotive parts and related packaging materials. This has spurred Sharp DCM to extend its
business and venture into the manufacturing of die-cutting moulds as a means to create and
introduce differentiated products to cater to the demand for high-end die-cutting mould
products. Back then, Sharp DCM operated in a 3,000 sq ft facility at KL Industrial Park.
In 1990, Sharp DCM obtained its pioneer status for the production of "moulds, tools and
dies" by MIDA. Back then, the company was focused on manufacturing die-cutting moulds
for the textile and leather industries. Following strong industrial growth in Malaysia, the
company started to receive requests for more customisable and specific die-cutting moulds.
This prompted Wong Kin Loi and Lim Lee Hong to invite our Deputy Executive Chairman,
Yap Tian Tion, who is the business partner of Wong Kin Loi and brother-in-law of Lim Lee
Hong, to join Sharp DCM via an acquisition of 49 .2% equity interest from Wong Kin Loi in
1994. This was due to Yap Tian Tion's experience in the manufacturing of different types of
die-cutting moulds as well as trading in related consumables, tools and accessories via
Shenway, a company which he established with Wong Kin Loi in 1984.
Over the following years, Yap Tian Tion gradually transferred all of Shenway's
manufacturing activities over to Sharp DCM, leaving Shenway as a trading company. As at
LPD, Shenway has ceased all trading activities related to die-cutting mould. Since the
inception of Sharp DCM, the company underwent a series of shareholding restructuring
exercises. Subsequently in 2018, CEKD Holding emerged as the sole shareholder of Sharp
DCM.
With the entry of Yap Tian Tion along with his industry expertise, Sharp DCM's business
began to grow and the company's product offering was diversified to capture more
customers in the converting, paper printing and packaging and E&E industries.
In 1997, Sharp DCM invested 50.0% equity interest in Focuswin to offer its services to
customers in the Northern region of Peninsular Malaysia. In the same year, Sharp DCM
invested in automatic steel rule processors which forms part of the die-cutting mould
production process, as a mean to decrease manufacturing process time and increase
precision and consistency of die-cutting moulds.
In 2002, Sharp DCM expanded its factories at KL Industrial Park to approximately 19,709 sq
ft and invested in Cl'JC milling/engraving machines which enabled us to automate the
milling/engraving process and to manufacture embossing/debossing tools. During the same
year, Sharp DCM was assessed and certified with the ISO 9001:2000 under the scope of
"manufacturing die-cutting mould, tool and die excluding design and development" by AJA
EQS Certification (1"1) Sdn Bhd. This accreditation was subsequently updated to ISO
9001:2008 certification and ISO 9001:2015 certification in 2006 and 2018 respectively.
As part of the succession plan, the daughter of Yap Tian Tion, Yap Kai Ning was groomed to
succeed him. She joined Sharp DCM in 2008 and was exposed to the entire spectrum of the
company's operations. She was subsequently appOinted as Managing Director of Sharp DCM
in 2015.
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In 2013, Sharp DCM relocated to its current factory at Jalan Kelang Lama, with built-up area
of approximately 71,000 sq ft, in order to accommodate its customers' growing demands.
Additionally, this new factory is equipped with higher technology eqUipment, such as
producing more precise and advance 2D and 3D embossing and debossing tools as well as
NC dies, as a means to expand our product offering and to keep up with the latest printing
and packaging technology.
In 2017, Sharp DCM acquired the balance 50.0% equity interest of Focuswin. During the
same year, CEKD Holding also acquired Hotstar, another die-cutting mould manufacturer in
Klang Valley to expand our market share in the die-cutting tools manufacturing industry.
In 2020, Sharp DCM obtained a die-maker certification from Bobst Mex SA CBobst"), a
Switzerland based company that supplies die-cutting machines and services to the
packaging and its related industries. As at LPD, Sharp DCM is the only certified die maker by
Bobst in Southeast Asia providing die-cutting moulds and tools to their customers. As
Bobst's certified die maker, Sharp DCM has access to Bobst's latest die-cutting technology
through its tooling process specialist team which enables Sharp DCM to respond quickly to
Bobst's technological advancement in the die-cutting tools manufacturing industry.
2013 • Relocated to current factory at Jalan Kelang Lama with higher technology
equipment such as producing more precise and advance 2D and 3D
embossing and debossing tools and NC dies
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Our Group is a die-cutting solutions provider, and is involved in the manufacturing of die-
cutting moulds and trading of related consumables, tools and accessories, mainly to the
paper printing and packaging industry, E&E industry, and other industries such as
automotive, plastic packaging, textile and leather industries. From time to time, we also
assist our customers to convert their raw materials into semi-finished die-cutting moulds.
Our different types of in-house custom die-cutting moulds are categorised and
illustrated as follows:
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End products
Die-cutting machine
For illustration, our customers use our tools to produce various packaging
products:
Creasing Line
Creasing line
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Embossing Debossing
Rotary die-cutting moulds are cylindrical dies used mainly in the cutting
and/or creasing for high volumes and/or big sized packaging box die-cutting
requirements.
Corrugated
packaging material
For illustration, our customers use the rotary die-cutting moulds to produce
various packaging products:
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(iii) Others
Depending on the complexity of the dies that are required by customers, the entire
die-cutting moulds production process, i.e. from CAD designs to production time for
a finished product ranges from 3 hours to 1 month.
The main related consumables, tools and accessories traded by our Group are as
follows:
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Our process flow for the manufacturing of flatbed and rotary die-cutting moulds is as below:
Mounting
Steel Rules
Assembling
Accessories
------_ ...I
The production process of a die-cutting mould begins with the production of the profiles of
20 CAD drawings in accordance with our customers' requirements. Our CAD drawing team
uses CAD software to produce the drawings. A mock up box will be produced by using
sample making and plotting machine for internal use for further examination to ensure that
our customers' requirements are met.
The final artwork that passes our initial QC inspection are then transferred to a CNC laser
cutting machine, whereby the 20 CAD drawings are converted into numeric-control code
which controls the movement of the laser cutting machine.
A piece of flat (for flatbed die-cutting mOUld) or semi-cylindrical (for rotary die-cutting
mOUld) laser compatible board is placed and secured on the workbench of the laser cutting
machine. The CNC laser cutting machine will cut the base board according to the CAD
drawings.
Inspections will then be carried out to examine whether there are any defects.
Laser cutting
Producing Accessories
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For NC dies, steel base material (block and/or sheet) is placed on the workbench of the CNC
engraving machine and the desired design and cutting tools are produced and formed to
meet the product requirements.
An automatic steel rule processor is used to bend and cut the steel rules based on the
specifications from the CAD drawings. Our production workers then mount the steel rules
manually using a hammer into the kerfs created during the laser cutting process. Our
production workers will further adjust the precision of the steel rules formed by the
automatic steel rule processor if needed, before mounting onto the base board.
A QC inspection of the semi-finished product will then be conducted to check the accuracy
such as the rule jOints and size of cut-out shape.
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Assembling Accessories
The accessories such as embossing or debossing tools or NC dies will be assembled onto the
semi-finished products.
Affixing Ejector
Semi-finished products that passed the QC inspections will then proceed to the final step
which is to affix the ejector around the steel rules. Ejectors hold materials (i.e. corrugated
paperboard, paper, film, plastic, adhesive tape, and sheet metal) in place during the die-
cutting process and subsequently detach the materials away from the mould after the die-
cutti ng process.
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Affixing ejector
Cleaning
Metal Sheet
Exposure
Sharpening
The required die designs are prepared by our drawing team using CAD software.
A sheet of metal will first undergo a chemical cleaning process by either applying a solvent
substance to the surface to be etched or immersed in alkaline cleaners or specialised de-
oxidising solutions. The metal sheet is blasted and washed with the cleaning solutions to
remove potential contaminants such as grease, dust and foreign debris on the surface.
Coating
The cleaned metal sheet is dipped into the coating material to create a layer to protect the
areas that will not be etched.
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Coating
Exposure
The CAD drawing is printed on a film. The film with the CAD drawing is placed on top of the
coated metal sheet and is exposed to UV light in a UV exposure machine. This process is to
bond together the film with the CAD drawing and the coated metal sheet.
UVexposure
Chemical Etching
Etching chemical is sprayed on the coated metal sheet to create the desired image. The
coated metal sheet is then being cleaned after the etching process.
Chemical etching
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Sharpening
The coated metal sheet is then sent for CNC milling/engraving to mill and sharpen the
cutting edge and turned into a pinnacle die.
The required die designs are prepared by our drawing team using CAD software.
Wire-cutting
The CAD drawing is subsequently transmitted into wire-cutting machines to facilitate cutting
the steel materials.
Wire-cutting
Producing Accessories
Based on our customer's requirement on the die-cutting mould, accessories such as pinnacle
dies and NC dies will be produced and assembled on the die-cutting mould as finished
products.
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Assembling
After the steel materials are wire-cut according to the required designs of the progressive
stamping die, the steel materials and accessories will be assembled to form the finished
product.
Assembling
CNC Milling
The required die designs are prepared by our drawing team using CAD software.
CNC Milling
Steel base material (block and/or sheet) is placed on the workbench of the CNC milling
machine to mill and sharpen the cutting edge and turned into a NC die.
CI\JC milling
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Product
Design Bending Welding
Received
Upon receipt of design of the press cutting die from our customer, we will proceed for
production.
Bending
Our production worker will manually bend the steel rule into the desired shape according to
the design.
Bending
Welding
The joints of the steel rule are welded through welding process. During the welding
process, an electric arc will generate heat to melt filler metal, which will form a bond
between the joints once the molten metal is solidified after cooling.
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Welding
Finished press cutting dies are then cleaned and packed for delivery.
The breakdown of our Group's revenue for FYE 2018 to 2020 is as follows:
Note:
(1)
Comprising mainly Vietnam, Thailand, Philippines and United Arab Emirates, each
representing less than 5.0% of our revenue.
Our principal market is Malaysia, which contributed 85.1 0/ 0 , 83.8% and 85.6% of our
Group's revenue for FYE 2018 to 2020 respectively, with the remaining revenue generated
from overseas ma rket.
During festive seasons such as Chinese New Year and Hari Raya Puasa, our Group typically
records lower sales due to slower manufacturing activities by our customers.
Save for the interruptions to our business due to the Covid-19 pandemic as disclosed below,
our Group has not faced any significant interruptions to our business and operations over
the last 12 months preceding LPD.
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The Covid-19 was officially declared a health pandemic by the Director General of the World
Health Organisation on 11 March 2020. On 16 March 2020, the Malaysia n Government
announced the MCO under the Prevention and Control of Infectious Diseases Act 1988 and
the Police Act 1967 effective from 18 March 2020 to 3 May 2020. During the initial MCO
period, all government and private premises (saved for those involved in essential services
or industries which had special permission) are required to cease all operation. We resumed
our operations (up to 30% of our workforce, restricted to 1 shift) after obtaining approval
from MIT! on 27 March 2020, 5 April 2020 and 17 April 2020 for Sharp DCM, Hotstar and
Focuswin respectively, as we were classified under the supply chain of essential goods and
services.
During the initial MCO period, due to travel restrictions imposed by the authorities, we were
unable to deliver finished products to our customers located outside the Klang Valley area.
In addition, as many of our customers were not able to operate during this period, our sales
orders also reduced. However, we were still receiving orders from those customers serving
manufacturers operating in essential services such as the food and beverage and
pharmaceutical industries. Sales orders from our overseas customers also reduced due to
the Covid-19 pandemic and similar movement restrictions imposed by various countries . As
a result of these disruptions on our business, our financial performance was affected
throughout the initial MCO period.
We have implemented new Covid-19 health and safety instructions and procedures,
and social distancing guidelines imposed by the relevant authorities. These
measures are to safeguard the health and safety conditions of our employees
working at our offices and factories. These new Covid-19 standard operating
procedures include the following:
(i) Requiring all employees to provide declaration of health conditions and travel
history prior to returning to our offices and factories;
(iii) Ensuring all our employees and visitors wear face masks at all times,
regularly sanitising their hands, and practise social distancing;
(iv) Measuring and recording daily temperature of our employees and visitors;
(vi) Requiring all employees to visit nearby hospitals for diagnosis and treatment
immediately if they develop any Covid-19 symptoms and have not recovered
after being in quarantine for three days; and
The accumulated costs for the implementation of the Covid-19 standard operating
procedures above is approximately RMO.05 million as of 31 August 2020, which is
not material to our Group.
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In the event of an outbreak of Covid-19 at our office and factories, our new Covid-
19 standard operating procedures include the following:
(iii) Any infected employees will be quarantined based on instructions from the
Ministry of Health; and
As at LPD, we did not record any Covid-19 cases at our office and factories.
The majority of the supplies for our Group's business are mainly sourced from
overseas. In terms of our raw material inventory, our Group has always practiced a
4-month inventory level for all our major raw material. As such, we have already
made our raw material purchases during the first quarter of 2020 prior to the I'v1CO.
During the MCO and conditional MCO period, the reduction in production output also
resulted in a lower raw material usage. As such, the Covid-19 pandemic did not
have any material impact on our supply chain and inventory as we still have
sufficient level of raw materials upon resuming our manufacturing operations.
During the MCO and conditional MCO period as well, some of our foreign workers'
work permits had also expired. However, we were able to renew their work permits
with the Immigration Department of Malaysia. We do not expect any material
impact on our foreign workers.
During the initial MCO period (i.e. from March to May 2020), our revenue from sales
of die-cutting moulds and tools declined by 30.0% (for local sales) and 34.0% (for
overseas sales), as compared to the same period for FYE 2019. The poor sales
performance was mainly attributable to customers reducing their orders over this
period. Our sales and marketing activities were also impacted, as we were unable to
participate in trade event due to border restriction for international travel which is
expected to continue for the remainder of the year. Instead, we partiCipated on
online seminar as part of our sales and marketing strategy during the MCO and
conditional MCO period a mean to increase sales.
Although our sales revenue had decreased during the initial I'v1CO period, such poor
sales performance was only temporary during the said period and there is no
material impact in terms of yearly financial revenue generation as a whole. Further,
our sales have gradually rebounded from June 2020, as evidenced from our revenue
increasing by 6.0% from June 2020 up to September 2020, compared to the same
period in FYE 2019.
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The major types of raw materials purchased by our Group for FYE 2018 to 2020 are set out
as follows:
Notes:
(1 )
Comprising mainly creasing matrix, steel rules and base boards.
(2)
Comprising mainly ejectors, punches and pins.
Our raw materials are sourced from various local and foreign suppliers. We have not
experienced any major interruption in the supplies of raw materials during FYE 2018 to
2020.
As our main raw materials such as wood and steel are commodity based products, they are
subject to fluctuation in market prices. However, we have not experienced any volatility in
the prices of wood and steel, which have materially affected our business during FYE 2018
to 2020.
Our Group's QA management policy places significant emphasis on the quality of what we
manufacture, with the aim to achieve the highest level of customer satisfaction. 5harp DCM
has been assessed and accredited with the I509001 :2000 on 21 February 2002, which was
subsequently updated to I509001:2008 and I509001:2015 on 15 August 2006 and 8
October 2018 respectively from AJA EQ5 Certification (M) 5dn Bhd. Although Focuswin and
Hotstar are not 150 certified, we ensure that they adopt the same I50 quality standards
across their manufacturing process.
• Incoming quality
Our Group's production supervisors will conduct a sampling check on all incoming
raw materials, in terms of their quality and condition, against the purchase orders.
Only raw materials that pass these checks are accepted.
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• In-process quality
Quality checks such as correct raw materials used, rule joints and size of cut-out
shape are performed during the production process to ensure that the product
quality is within the tolerance level.
• Outgoing quality
Prior to the delivery, quality checks will be performed on the finished products and
the condition of the packaging.
Our Group is committed to protect the health and safety of our employees, vendors,
contractors and general public, and to protect the environment. We have established HSE
policies to provide healthy and safe working conditions and give due consideration to
preservation of the environment in accordance with relevant standard and guidelines and
complies with the applicable laws, rules and regulations.
• Provide and maintain a clean and safe working environment for our employees;
• Report any unhealthy or unsafe working conditions that may affect themselves and
those around them or affect the environment to the management and follow by the
corrective measures;
• Plan, evaluate and implement of action that is appropriate to minimize the impact
towards environmental aspects as a result of the company's activity; and
All confirmed employees are required to attend our internal HSE training programmes in
order to comply with the HSE policy. All employees shall comply with all safety and
environmental related rules and regulations. Each employee understands that they are
individually responsible for their own safety and the safety of those around them. Violation
of this policy will be cause for disciplinary action.
During FYE 2018 to 2020, there were no major injuries or accidents in our workplace.
Owing to the ongoing Covid-19 pandemic, we have adopted new standard operating
procedures required by the Malaysian Government as measures to ensure a safe operating
environment for our employees, as detailed in Section 7.6(a) above.
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Details of the material machineries and equipment used by our Group for our operations are
as follows:
Audited
Total NBV as at
Machineries and Purchase 31 August
equipment Description Unites) Price 2020
(RM'OOO) (RM'OOO)
Automatic steel Used for the automatic 29 5,525 1,275
rule processors bending, lipping,
cutting, bridging and
flat cutting process
Note:
(1)
Represents RM 1.00 only.
The average economic useful life for our machineries and equipment ranges from 5 to 10
years. We conduct periodic inspections and maintenance of our machineries and equipment
and undertake certain repair works when necessary. Our maintenance procedures include
Oiling, corrosion prevention and cleaning. The machineries and equipment that we own are
commonly used in the die-cutting tools manufacturing industry and are generally available in
the overseas market.
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Our Group presently operates from 6 factories, 4 of which are located in Kuala Lumpur
(including one factory which is currently used by Hotstar for storage), and 2 are located in
Penang. Our Group's annual production capacity and utilisation for FYE 2020 at our
factories are as follows:
Production output
Types of Annual production for FYE 2020 Annual utilisation
products capacity (Unit) (Unit) rates (%)
Flatbed die-cutting (1)133,851 104,542 78.1
moulds & rotary die-
cutting mould
Notes:
( 1)
Calculated based on 122 productions workers and supervisors as at 31 August 2020,
8-hour shift, 2 shifts per day, 20 working days per month for 12 months and the
average of 210 minutes (3.50 hours) to produce 1 unit.
(2)
calculated based on 15 productions workers and supervisors as at 31 August 2020,
8-hour shift, 1 shift per day, 20 working days per month for 12 months and the
average of 130 minutes (2 .17 hours) to produce 1 unit.
Laser cutting is a technology used to cut materials using a laser beam. A focused
laser beam and compressed gas flows through the nozzle of the laser cutting
machine and are directed onto the materials to be cut.
Waterjet cutting is a cold precise cutting process which uses an extremely high-
pressure water stream to cut through different type of materials including metal,
wood and plastic. A large volume of water is ejected under a very high pressure
from a small opening which causes the water to rapidly accelerate and cut the
materials.
Wire-cut EDM uses a taut thin wire electrode to melt or vaporise metal materials to
form the desired designs. Wire-cut EDM method is used to cut metal materials that
are difficult to cut using other methods.
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Sample maker and cutting plotter is a controlled mechanism process where cutting
dimensions or designs is pre-determined via a computerised programme and it is
used to make a blueprint and/or fine tuning of design ideas before proceeding to
final mould production.
Due to the nature of our bUSiness, we are not involved and do not undertake any formal
R&D in connection with our business operations. However, as Bobst's certified die maker,
Sharp DCM has access to Bobst's latest die-cutting technology through its tooling process
specialist team which enables it to respond quickly to Bobst's technological advancement in
the die-cutting tools manufacturing industry.
The sales and marketing strategies employed by our Group are as follows:
Our track record and reliability in providing quality products and services that meets
customers' expectations have resulted in long-standing relationship with our
customers which translate into continuing business opportunities. In addition, we
have established and maintained close bUSiness relationship with our major
suppliers which translate into referrals to prospective customers.
Information on our Group along with the products and services offered can be easily
accessible via our Group's official corporate website, www.cekd.com.my. In addition,
our existing and prospective customers can make enquiries regarding our products
and services through the official corporate website.
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Our Group recognises that participation in trade events not only provide valuable
insight into the market, but also allow us to identify latest industry developments
and competitive trends while reaching prospective customers. In 2017, we
showcased our products together with a die-cutting machine manufacturer in an
international trade exhibition, Pack Print International 2017, which was held in
Bangkok, Thailand.
We have also organised a seminar in 2017 for our existing and potential customers
as well as industry stakeholders such as die-cutting machine manufacturers. The
seminar has enabled us to maintain good business relationships, gather feedback
from our customers to meet their needs and requirements, share our technical
knowledge with our customers and increase our brand and product awareness.
We have vide a die-maker certification agreement between Sharp DCM and Bobst
been acknowledged as its certified die maker. As at LPD, Sharp DCM is Bobst's sole
certified die maker in Southeast ASia, providing die-cutting moulds and tools to
Bobst's customers. This enables us to tap on their customer base.
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Our top 5 major customers for the past FYE 2018 to 2020 is as follows:
Length of
Total Sales Relationship
No. Major Customers RM'OOO 0/0 Years Products Sold
FYE 2018
1 Company D 2,844 9.9 7 Raw materials
and die-cutting
moulds
2 Company A 1,970 6.9 16 Die-cutting
moulds
3 Tien Wah Press Holdings 1,446 5.0 15 Raw materials
Berhad group of and die-cutting
companies moulds
4 Company B 1,078 3.7 8 Raw materials
and die-cutting
moulds
5 Company C 739 2.6 8 Die-cutting
moulds
Total 8,077 28.1
FYE 2019
1 Company A 2,308 8.1 17 Die-cutting
moulds
2 Company D 2,097 7.4 8 Raw materials
and die-cutting
moulds
3 Tien Wah Press Holdings 1,172 4.1 16 Raw materials
Berhad group of and die-cutting
companies moulds
4 Company B 1,013 3.6 9 Raw materials
and die-cutting
moulds
5 Percetakan Tenaga Sdn 688 2.4 9 Die-cutting
Bhd moulds
Total 7,278 25.6
FYE 2020
1 Company A 2,294 8.7 18 Die-cutting
moulds
2 Company D 2,033 7.7 9 Raw materials
and die-cutting
moulds
3 Company B 1,296 4.9 10 Raw materials
and die-cutting
moulds
4 Tien Wah Press Holdings 1,188 4.5 17 Raw materials
Berhad group of and die-cutting
companies moulds
5 Percetakan Tenaga Sdn 709 2.7 10 Die-cutting
Bhd moulds
Total 7 1 520 28.5
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Our top 5 major customers contributed 28.1%, 25.6% and 28.5% of our Group's revenue
for the past FYE 2018 to 2020 respectively. Our Group is not dependent on our major
customers and there has been no material dispute in the past. Although Company A,
Company B and Company D appeared as our top 5 major customers for the past 3 financial
years, we are not dependent on them as we have a large and diverse customer base of
1,354 customers as at LPD.
Our Group has maintained good working relationships with our major customers and all 5 of
our major customers for FYE 2020, have dealt with us for at least 9 years. Moving forward,
we expect our major customers to continue contributing to our Group's revenue.
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Our top 5 major suppliers for the past FYE 2018 to 2020 is as follows:
Total Length of
Purchased Relationship Products
No. Major Supplier RM'OOO 0/0 Years Purchased
FYE 2018
1 Shenway 1,111 17.7 16 Creasing
matrix, cutting
rules, creasing
rules and
plywood
2 Shanghai Hansen Global 504 8.0 8 Cutting rules
Supply Co Ltd and creasing
rules
3 China Great Wall Industry 497 7.9 <1 Plywood
Shanghai Co Ltd
4 CITO System GmbH 334 5.3 <1 Creasing matrix
and die-cutting
accessories
5 Macdermid Graphics 272 4.3 <1 Polyurethane
Solutions, LLC resin
Total 2,718 43.2
FYE 2019
1 CITO System GmbH 1,022 18.0 1 Creasing matrix
and die-cutting
accessories
2 Yihong International 584 10.3 <1 Plywood
Trading (Shanghai) Co Ltd
3 Voestalpine Precision Strip 526 9.3 4 Cutting rules
GmbH and creasing
rules
4 PG Wood of Companies 694 12.2 1 Plywood
5 China Great Wall Industry 439 7.7 1 Plywood
Shanghai Co Ltd
Total 3,265 57.5
FYE 2020
1 CITO System GmbH 852 16.7 2 Creasing matrix
and die-cutting
accessories
2 Yihong International 570 11.2 1 Plywood
Trading (Shanghai) Co Ltd
3 Tsukatani Harmono 502 9.8 14 Cutting rules,
Manufacturing Co Ltd punches
4 Shanghai Hansen Global 406 8.0 10 Cutting rules,
Supply Co Ltd creasing rules
5 PG Wood of Companies 438 8.6 2 Plywood
Total 2£768 54.3
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I Registration No.: 201801023077 (1285096-M)
Our top 5 major suppliers contributed 43.2%, 57.5% and 54.3% of our Group's purchases
for FYE 2018 to 2020 respectively. We are not dependent on our major suppliers and there
has been no material dispute in the past.
Our Group has maintained good working relationships with our major suppliers. Our
suppliers are also selected based on several criteria such as the quality of their products and
the reliability of suppliers. In addition, we have not experienced difficulty in sourcing
products for the past 3 financial years.
Our Group is not dependent on any contracts, agreements or other arrangements that could
materially affect our business as at LPD.
Our close business relationship with suppliers and die-cutting machine manufacturers also
provide us access to the latest technology in the die-cutting tools manufacturing industry
from which we can offer products that are compatible with the latest die-cutting machines
and provide technical support to our customers.
We have invested in machineries and equipment such as high preCISion laser cutting
machines, CNC milling/engraving machines, automatic steel rule processors, wire-cutting
machines and waterjet cutting machines, which produce precise and consistent output.
In addition, we also participate in the early development stage of our customers' product
packaging solutions . We are also constantly developing new die-cutting solutions through
product improvements and modifications, whilst providing practical and innovative solutions
to optimise customers' production capacity and efficiency.
Further as Bobst's certified die maker, Sharp DCM has access to Bobst's latest die-cutting
technology through its tooling process specialist team which enables us to respond quickly
to Bobst's technological advancement in the die-cutting tools manufacturing industry.
We strongly believe that providing quality products is vital towards ensuring customer
satisfaction. Our commitment in quality standards is proven by the accreditation of Sharp
DCM's quality management system in compliance with 1509001:2015 by AJA EQS
Certification (M) Sdn Bhd for the provision of manufacturing die-cutting mould, tool and die
excluding design and development.
For products that are manufactured in-house, our quality is ensured through QC procedures
on the selection and sample testing of incoming raw materials, semi-finished products and
finished products. We source our trading products from reputable manufacturers.
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I Registration No.: 201801023077 (1285096-M)
Our Deputy Executive Chairman, Yap Tian Tion, has accumulated more than 30 years'
experience in the die-cutting tools manufacturing industry. His visionary leadership thus far
has contributed towards the success of our Group. Our Group has also benefited from a
competent management team which includes our Managing Director, Yap Kai Ning. She is
assisted by our key senior management team which comprises capable and dedicated staff
who have experience in related industries.
Our Group believes that maintaining close rapport with our customers will enhance our
branding and reputation as a reliable and responsible supplier. Our technical support and
sales team regularly visits our customers to gather feedback for product improvement and
provide customers with die-cutting solutions that cater to their specific needs. In addition,
we also provide our customers with after-sales services such as customised upgrading and
modification, product training, repair and maintenance services . The goodwill nurtured with
satisfied customers has translated into new business opportunity through their
recommendations to other prospective customers.
Our Group aims to improve our long-term growth potential by undertaking the following
business strategies over the period of 24 months from the date of our Listing:
Based on the indicative size of 20,000 sq ft and the current selling price of factories within
the area, the expected purchase price of the suitable factory is approximately RM14.00
million. Our Group intends to finance the purchase price by using RM[.] million from the IPO
proceeds and the balance from internally generated funds or bank borrowings.
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I Registration No.: 201801023077 (1285096-M)
In line with our Group's intention on continuous product innovation, we intend to invest in
new machineries and software to increase our production capacity, automate certain
production processes and to cater for future business growth.
We propose to purchase the machineries and software as listed below, in line with our
Group's intention to increase our operational efficiency:
We intend to enhance our capability to expand our product portfolio to cater to the diverse
needs of the paper printing and packaging industries via the acquisitions of new
machineries. We also intend to improve our business processes via the investment in new
software and systems.
We currently have 29 units of automatic steel rule processors, which are capable of bending
and cutting steel rule of 0.70mm to 1.00mm in thickness and 23.80mm in height. Any
bending and cutting of steel rule exceeding such dimenSions are presently undertaken
manually. The new automatic steel rule processor will automate the bending and cutting of
steel rule of 1.00mm to 1.40mm in thickness and 50.00mm in height. This will improve the
precision and consistency of our die-cutting moulds.
We currently outsource the cutting process for metal sheet base material (for producing
accessories) to third party suppliers. Moving forward, with the new laser cutting machine,
we will have in-house capability to cut metal sheet base material. This will enable us to have
better QC, lower our production cost, faster turnaround time and added flexibility to
accommodate any abrupt change in requirements by our customers in a timely manner.
Other than upgrading our current CAD software, we also intend to increase our production
efficiency by integrating our ERP system with our CAD software. This ERP-CAD integration
will create an itemised list of raw materials needed for our die-cutting mould production
based on the CAD drawings and eliminate human errors that arise from manual data record
entry. Furthermore, the ERP-CAD integration will also increase operational efficiency
between inventory, procurement and production departments, as the system tracks
inventories movement as well as accelerating raw materials ordering and procurement on a
timely basis. We also plan to set up a barcode inventory system to automate our inventory
tracking process which will provide more accurate inventory records.
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I Registration No.: 201801023077 (1285096-M)
We have allocated RM[.] million from the IPO proceeds to fund the above capital
expenditure.
As part of our Group's intention to increase our export revenue, we intend to target
opportunities in Southeast Asia such as Indonesia, Vietnam and Thailand in order to
broaden our customer base in the said markets, as well as to cover a wider geographical
reach. We target to penetrate these markets by leveraging on our existing customers who
have business operations in these geographical areas . In addition, we will participate in
trade exhibitions such as Pack Print International and provide technical sharing sessions via
conferences and seminars to conduct product demonstration with our existing and
prospective customers. Through our active participation in these exhibitions and technical
sharing sessions, we will be able to enhance our product awareness and raise our profile in
export markets.
We have advertised our products in these international trade magazines such as Folding
Carton and International Paperboard to showcase our product offerings to potential
customers internationally. Moving forward, we intend to leverage on these publications to
promote our Group and our products in the international market.
We target to increase our export revenue progressively in the next 2 years. We have
allocated RM[.] million for this expansion exercise which will be funded from the IPO
proceeds.
According to the I[vIR report, in 2019, the market size of the die-cutting tools manufacturing
industry is estimated to be RM206.21 million. Going forward, the die-cutting tools
manufacturing industry in Malaysia is projected to undergo cyclical growth in tandem with a
fluctuation in global economic growth and uncertainties in the foreign currency exchange.
In 2020, the consumer sentiments worsened as the Covid-19 pandemic hits and impacted
businesses around the world. The Covid-19 pandemic and the subsequent MCOs had
rendered manufacturers unable to partially proceed with manufacturing works leading in
substantial drops in revenue and profit, which had in turn impacted business sustainability.
Barring any further marked increases in infection rates, Covid-19 related restrictions are due
to ease further, which should further facilitate the recovery of the die-cutting tools
manufacturing industry. The die-cutting tools manufacturing industry is expected to contract
by 3.5% in 2020 before registering a recovery in 2021.
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From the supply side, strong government support is expected to boost the growth of the
local die-cutting tools manufacturing industry, whereby supportive government incentives
including the Industry4WRD related financial facility support and incentives are expected to
provide impetus for growth. Additionally, technological advancements such as enhanced
automation, greater versatility and better reliability are also expected to support the growth
of the Malaysian die-cutting tools manufacturing industry. Industry players are increasingly
expanding their technical capabilities to further strengthen their competitive edges.
However, as part of the manufacturing industry, the die-cutting may be hindered by labour
issues such as shortage of manpower and government policies which may increase the cost
of hiring foreign labour. Protege Associates has projected the die-cutting tools
manufacturing industry in l'1alaysia to expand by a CAGR of 3.1% from RM206.21 million in
2019 to RM240.73 million in 2024.
Nevertheless, we believe that our competitive strengths and future plans and strategies as
set out in Sections 7.17 and 7.18 would enable us to obtain growth opportunities within die-
cutting tools manufacturing industry in Malaysia.
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I Registration No.: 201801023077 (1285096-M)
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The information in this Section 8 is based on the market research conducted by Protege Associates
commissioned by CEKD for the purpose of the IPO.
Dear Sirs,
Protege Associates Sdn Bhd ("Protege Associates") has prepared this 'Strategic Analysis of the Die-
cutting Tools Manufacturing Industry in Malaysia' for inclusion in the prospectus of CEKD Berhad
("CEKD" or the "Company") in relation to its listing on the ACE Market of Bursa Malaysia Securities
Berhad.
Protege Associates is an independent market research and business consulting company. Our
market research reports provide an in-depth industry' and business assessment for companies
raising capital and funding in the financial markets; covering their respective market dynamics such
as market size, key competitive landscape, demand and supply conditions, government
regulations, industry trends and the outlook of the industry.
Mr. Seow Cheow Seng is the Managing Director of Protege Associates. He has 20 years of
experience in market research starting his career at Frost & Sullivan where he spent 7 years. He
has been involved in a multitude of industries covering Automotive, Electronics, Healthcare,
Energy, IT, Oil and Gas, etcs. He has also provided his market research expertise to government
agencies such as Malaysia Digital Economy Corporation Sdn Bhd, Malaysia Debt Ventures Berhad
and Malaysia Technology Development Corporation Sdn Bhd
We have prepared this report in an independent and objective manner and have taken adequate
care to ensure the accuracy and completeness of the report. We believe that this report presents a
balanced and fair view of the industry within the boundaries and limitations of secondary statistics,
primary research and continued industry movements. Our research has been conducted to present
a view of the overall industry and may not necessarily reflect the performance of individual
companies in this industry. We are not responsible for the decisions and/ or actions of the readers
of this report. This report should also not be considered as a recommendation to buy or not to buy
the shares of any company or companies.
Thank you.
Yours Sincerely,
Managing Director
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To mitigate the economic impact of the COVID-19 pandemic, the Government has introduced counter-
cyclical policy measures known as the PRIHATIN Rakyat Economic Stimulus Package ("PRlHATIN") to
help relieve economic pressures from COVID-19. The Government also announced the PENJANA short-
term economic recovery plan CPENJANA ERP',) in an effort to stimulate the economy. Among the
measures undertaken include flexibility for monthly cash withdrawal from the Employees' Provident
Fund for a year and deferment in repayment of education loans to increase household disposable
income, moratorium on loan payments and loan guarantees as well as measures to facilitate the
restructuring of loan and credit facilities, particularly for individuals and small and medium enterprises
CSMEs'') as well as tax breaks and incentives and cash aid. In addition to the stimulus package, the
Overnight Policy Rate was reduced by a total of 125 basis pOints to its current level of 1. 75% in order to
cushion the economic impact of COVID-19 to businesses and households. These measures will provide
an economic buffer to deter a sharper contraction in economic activities for the year 2020.
The Malaysian economy is expected to contract by between 3.5% to 5.5% in 2020, before registering a
positive recovery of 6.5% to 7.5% in 2021, supported by policy measures to cushion the impact of
COVID-19 pandemic, improvements in external conditions, as well as gradual recovery in economic
activities and labour market conditions. Nonetheless, the downside risks to the growth outlook stem
from the uncertainties surrounding the spread of COVID-19 pandemic, the duration of containment
measures around the world as well as the risk of commodity supply shock .
In terms of segmentation, the ESI in Malaysia comprises 6 different segments, namely moulds and dies,
machining, metal casting, surface engineering, heat treatment, forging and metal fabrication. CEKD and
its subsidiaries CCEKD Group'') are involved in the moulds and dies segment of the ESI.
The moulds and dies segment manufactures moulds and dies that are required for use in the
manufacturing industry. A mould is a container for liquid substance and molten metal to be poured into
it and form the metal products in the same shape as the mould when the substance solidifies. On the
other hand, a die is a block of metal of specific shape or pattern cut and is used for shaping workpiece
through mechanical forces. Moulds and dies come in various sizes depending on the requirements of the
end-users. Moulds and dies are necessary tools for the mass production of various components, parts
and equipment in the manufacturing sector.
CEKD Group is principally involved in the manufacturing of die-cutting moulds and trading of related
consumables, tools and accessories. As such, Protege Associates provide a strategiC analysiS of the die-
cutting tools manufacturing industry in the following sections .
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Proteg '
flatbed die-cutting press in either mechanical, hydraulic, and electrical models with system
configurations that is attached to a custom flatbed die-cutting mould to cut out a customer shapes and
designs. Rotary die-cutting on the other hand, uses a cylindrical die called rotary die that is mounted on
a rotary press. A long sheet or web of material will pass through the press into an area known as a
"station" which holds the rotary die that will cut out the required shapes . There are 3 types of dies;
flatbed die-cutting moulds, rotary die-cutting moulds, and matched metal dies.
Fi ure 1: of Dies
C 250.0 A I 8.0%
I
I 6.0%
i
!
.2
~ 200.0 .
I 4. 0%
~
:E 5
~ )5 0.0 2.00/0 ~
"
~ )00.0 - 0.0% ~
;- -2.0% ~
~ 50.0
, -4.0%
0.0 t -6.0%
201 9 2020 202 1 2022 2023 20 24
YeZ!lr
Compounded annual growth rate ('CAGR'j (2020-2024) (base year of 2019): 3.1%
Note: figures are rounde~ e denotes estimate, f denotes forecast
Source: Protege Associates
In 2019, the die-cutting tools manufacturing industry in Malaysia grew by 0.8%, in tandem with a lower
global economic growth of 2. 7% (2018: 3.6%) that softened consumer sentiments, leading to lower
demand from end-user markets. The die-cutting tools manufacturing industry in Malaysia is estimated
to worth RM206.21 million in 2019.
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Prot' g e
In 2020, consumer sentiments worsened as the COVID-19 pandemic hits and impacted businesses
around the world. COVID-19 pandemic and the subsequent Movement Control Orders CMCO") had
rendered manufacturers unable tol partially proceed with manufacturing works which have led to
decreased revenue and profit and in turn impacted business sustainability. Supply chain continues to be
impacted with delays in deliveries from suppliers, increases in logistics and shipping costs, increases in
raw materials prices as well as shortages in supply.
Growth in the short term (2020-2021) is likely to be affected by the global growth outlook for 2019 and
2020. According the World Economic Outlook October 2020 released by the International Monetary
Fund, the global economy is projected to contract by 4.4% in 2020 before registering a growth of 5.2%
in 2021. As the end-user markets of the die-cutting tools manufacturing industry in Malaysia are
sensitive to economic cycles and are affected by the conditions in the global economy, any adverse
impact on the global economy is likely to adversely affect the die-cutting tools manufacturing industry in
Malaysia. Barring any further marked increases in infection rates, COVID-19 related restrictions are due
to ease further, which should further facilitate the recovery of the die-cutting tools manufacturing
industry. The die-cutting tools manufacturing industry is expected to contract by 3.5% in 2020 before
registering a recovery in 2021.
In the medium to long term (2022-2024), the die-cutting tools manufacturing industry in Malaysia is
likely to experience cyclical growth as the industry continues to be exposed to the fluctuation of global
economic growth and foreign currency exchange. The die-cutting tools manufacturing industry in
Malaysia is also projected to remain resilient in the long term and register a CAGR of 3.1% from
RM206.21 million in 2019 to RM240.73 million in 2024.
Expansion in target end-user markets - Market partiCipants are increasingly diversifying their
end-user markets to expand into other growth areas. Such move allows them to mitigate the
risk of over-reliance on a single end-user industry and cushion the volatility in financials arising
from the over-reliance.
• Continuous investment in providing new and improved die-cutting solutions and capabilities -
Market players continue to set aside capital expenditure to adopt new technologies with
improved sophistication to produce products with higher quality at a faster speed . This measure
is essential for the industry players in meeting the ever-changing needs from the end-user
markets, as well as to support them in the move to diversify their customer base.
The die-cutting tools manufacturing industry has relatively high barriers to entry. Factors attributing to
the high entry barriers are high capital outlay including initial capital and continuous investment in
technical competency. Another challenge for the potential entrants into the die-cutting tools
manufacturing industry comes from the competition against the already established market players.
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For the purpose of this report, Protege Associates has selected industry players that registered an
annual turnover of over RM2 million (based on the latest publicly available financial information) for
comparison with CEKD Group. After taking into consideration of the above criteria, Protege Associates
has selected 5 industry players namely Kentway Design (M) Sdn Bhd, Marbach Asia Pacific Sdn Bhd,
Shanyu Die Cutting Mould Sdn Bhd, Worldwide Die Cutting Mould Sdn Bhd and Yip Lian Mould
Manufacturing Sdn Bhd for comparison purposes. It needs to be highlighted that the list of companies
used for comparison purposes is not exhaustive and only serves as a reference for readers.
Shanyu Die Cutting • Shanyu was registered as a private limited company on 5 January 2004 with
Mould Sdn Bhd the Companies Commission of Malaysia. The company is principally engaged in
("Shanyu',) the manufacturing of die-cutting moulds and related products.
• Shanyu is based in Seri Kembangan, Selangor.
• For the financial year ended 31 August 2018/ Shanyu registered revenue of
RM3,48 million.
Worldwide Die Cutting • WOrldwide was registered as a private limited company on 20 April 2011 "With
Mould Sdn Bhd the Companies CommisSion of Malaysia. The company is principally involved in
("Worldwide'') manufacturing of all kinds and types of mould, tools and dies and other related
activities.
• Worldwide is based in Seri Kembangan, Selangor. ,
• Worldwiqe is an exempt private company and as such, its financial information
is not publicly available. '.
Yip Lian Mould • Yip Lian was registered as a private limited company on 2 August 1994 with
Manufacturing Sdn Bhd the Companies Commission of Malaysia. The company is principally involved in
("Yip Lian '') the manufacturing and repairing of various types of die-cutting moulds.
• Yip Lian operates from Johor Bahru, Johor.
• For the financial year ended 31 December 2018, Yip Lian registered revenue of
RM4.19 million.
Note: The information above /s updated as of 23 October 2020.
Source: Companies Commission of Malaysia
Figure 4: Financial Comparison between CEKD Group and Selected Industry Players in the
Tool in Ma
~~~~~~~~~
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••• 2020-202141111
With a multitude of end-user markets to service, the die-cutting tool manufacturing industry can look
forward to growing demand from these markets. In Malaysia, the growth in demand for the various
end-products is supported by the growing affluence of Malaysians, whereby the gross national income
per capita has increased from RM27,819 in 2010 to reach RM45,212 in 2019. The higher disposable
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income among Malaysians is likely to lead to greater consumption of various types of products, and in
turn, spur demand for die-cutting tools.
In addition, by having a broad range of end-user markets, the die-cutting tools manufacturing industry
is able to mitigate or reduce the risk of over-reliance on a particular end-user market which leaves more
room for market expansion .
The 2 key drivers that are catalysing the growth of paper and paper products industry are the growth in
e-commerce and the increasing awareness and preference for environmental friendly packaging .
• Growth in E-commerce - the e-commerce market in Malaysia contributed RM115.5 billion to the
country's GDP in 2018 from RM89.1 billion in 2010, showing an average annual growth rate of
9.0%, which has fuelled the demand for packaging materials. According to the Malaysian
Communications and Multimedia CommiSSion, 114.99 million domestic parcels were transported
by courier companies in 2019 compared to 79.25 million parcels in 2018 and 35.23 million
parcels in 2017. This represented an increase of 45.1 % in 2019 and an increase of 125% in
2018, supporting the view that e-commerce is growing at a fast pace .
More recently, the COVID-19 pandemic has disrupted consumer space in Malaysia as
consumers are gradually switching from offline to online purchases. The closure of physical
stores during the MCOs as well as the new norm of social distancing measures have led
consumers to turn to online shopping, which in turn accelerated the e-commerce market
growth in Malaysia. The Government launched a 3-month campaign in June 2020 to drive e-
commerce adoption among small merchants to help widen their reach across the country.
The rapid growth of e-commerce including online shopping has fuelled the demand for
packaging materials especially paperboards and corrugated boxes. It has also provided
opportunities for innovation in the packaging industry to enhance packaging design, product
safety, improve the unboxing experience and optimise packaging for last-mile delivery. This
development is expected to drive demands for die-cutting tools throughout the forecast period
in line with expected continuing growth of e-commerce.
• Increasing Awareness and Preference for More Environmental Friendly Packaging - a recent
trend impacting the packaging industry involves the environment. Consumer awareness and
preference for more environmentally friendly products are growing worldwide including in
developing countries such as Malaysia. The awareness of environmental issues has not only
increased consumer demand for greener products but has also led to a greater acceptance of
green packaging regardless of the products themselves. The Government has also played a role
in promoting the use of sustainable and environmentally friendly packaging products. For
example, the use of polystyrene has been banned in states such as Selangor, the Federal
Territories and Penang. The use of plastiC bags has also been reduced in these states.
Towards this end , paper and paperboard products have an excellent image as a packaging
material that is renewable, recyclable and biodegradable, yet is versatile and cost efficient for
product manufacturers, retailers and consumers. In addition, packaging design is an important
aspect for communication and branding. An innovative packaging design helps to attracts
customers. Lee & l"lan Paper Manufacturing Limited, Hong Kong listed paper manufacturer has
set up a packaging paper mill in Sepang . Meanwhile, Nine Dragons Paper (Holdings) Limited, a
Chinese paper manufacturer have acquired a recycled pulp company in Malaysia . These
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investments are expected to help promote Malaysia made paper products and increase the
export to China. The focus on sustainability and demand for a more environmentally friendly
packaging is expected to increase and the die-cutting tools manufacturing industry is likely to
experience growth in tandem with the expected demand for a more sustainable packaging
material.
The robust growth of the paper and paper products industry, which is one of end-user markets of die-
cutting tools manufacturing industry will bodes well for growth of the industry.
The sales value of local manufactured E&E products grew at a CAGR of 8.9% over the period from 2015
to 2019, to reach RM424 .23 billion. For the first half 2020, the sales value of local manufactured E&E
products amounted to RM189.99 billion, a decline of 7.2% from RM204.63 billion registered in first half
of 2020. The decrease is expected as manufacturers were not able to undertake manufacturing works
during the MCO periods. Nevertheless, E&E products remained the country's largest export totalled
RM373.10 billion or 37.5 % of total exports in 2019. From January to August 2020, the export of E&E
products amounted to RM237.84 billion, a slight decrease of 4.0% from its preceding period in 2019.
E&E products continue to be the main export commodity at 40.3% of total exports for the period from
January to August 2020. This has allowed the E&E products cluster in Malaysia to continue expand
despite a slowdown in the growth of the global economy from the COVID-19 pandemic.
It is also important note that the local manufacturers recognise the need to embrace the fourth
industrial revolution C'Industry 4.0',) and they have been investing in digitisation to propel and sustain
their competitiveness in the E&E industry. The Government also encourages the adoption of smart
manufacturing to ensure economic growth and high-value activities through the launch of Malaysia's
Industry4WRD policy. At the forefront of Malaysia's E&E industry is the semiconductor sub-sector, which
has long-standing experience and expertise in manufacturing components of electronic circuits that are
found in electronic devices from computers and smartphones to medical devices.
The development of local semiconductor capabilities is recognised as part of the growth node of the E&E
industry in Malaysia. As outlined in the Third Industrial Master Plan, the development of the entire
semiconductor value chain is set to be strengthened. This includes the core activities of designing
integrated circuits and fabless, slicing and polishing of silicon wafers, photo masking, wafer fabrication
and assembly, testing and packaging. The continuous demand for digitisation, mobility, connectivity,
energy effiCiency and miniaturisation by the consumers spurs the semiconductor companies to invest
heavily in their research and development C'R&D'') activities to come out with more efficient
semiconductor chips in order to compete in the global marketplace.
With strong government support, the E&E industry are likely to experience expansion in terms of
products offerings and improvement in technical capabilities in tandem with more R&D and design and
development activities. As such, the die-cutting tools manufacturing in Malaysia may anticipate growth
in local demand from this user industry moving forward.
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•• II '" 1 ,
Innovative manufacturing technology covering both hardware technology and software application
results in machineries that are faster, intelligent and versatile . At present, manufacturing technology is
very much shaped by digitalisation transformation, driven by connected technologies. It is described as
the Industry 4.0, smart manufacturing or digital factories.
For example, the advancement in technology facilities and resources include the various state-of-the-art
machine tools, the use of computer system along with advanced computer-aided design CCAD") and
other related design and engineering software, R&D facilities, quality control facilities, etc. The
introduction of CNC machines together with the introduction of CAD and computer-aided manufacturing
software has reduced the need for manual labour in making complicated mathematical calculation to
produce complex shapes. Expansion within the die-cutting tools manufacturing industry to move up the
value chain allows industry players to move from low cost production to provision of high value-added,
engineering support services including provision of die-cutting tools.
• Group Relief
Group relief is provided under the Income Ta x Act 1967 to all locally incorporated resident
companies. Effective from the Year of Assessment 2009, group relief is increased from 50% to
70% of the current year's unabsorbed losses to be offset against the income of another
company within the same group upon fulfilling specific conditions.
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and hotels that are registered with the Ministry of Tourism. Such companies are eligible for an
initial allowance of 10% and an annual allowance of 3%. The expenditure can be written off in
30 year.
In addition, the Government launched various Industry4WRD related financial facility supports and
incentives to help SMEs to drive digital transformation in their manufacturing businesses. These include
but is not limited to:
• Industrv4WRD Intervention Fund
Eligible SMEs that have completed the government-funded Industry4WRD Readiness
Assessment programme are provided a grant of up to RM500,000, whereby 70% of the total
grant will be provided upfront to the companies, while the balance grant will be on a
reimbursement basis.
The impact of this supply condition is expected to reduce slightly in the long term as manufacturers are
forecasted to be less dependent on labour by implementing automation through the introduction of new
technologies that need less manual intervention during the manufacturing processes.
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3.7 Prospects and Outlook of the Die-cutting Tools Manufacturing Industry in Malaysia
In 2019, the market size of the die-cutting tools manufacturing industry is estimated to be RM206.21
million. Going forward, the die-cutting tools manufacturing industry in Malaysia is prOjected to undergo
cyclical growth in tandem with a fluctuation in global economic growth and uncertainties in the foreign
currency exchange.
In 2020, the consumer sentiments worsened as the COVID-19 pandemic hits and impacted businesses
around the world. The COVID-19 pandemic and the subsequent MCOs had rendered manufacturers
unable tol partially proceed with manufacturing works leading in substantial drops in revenue and profit,
which had in turn impacted business sustainability. Barring any further marked increases in infection
rates, COVID-19 related restrictions are due to ease further, which should further facil itate the recovery
of the die-cutting tools manufacturing industry. The die-cutting tools manufacturing industry is expected
to contract by 3.5% in 2020 before registering a recovery in 2021.
From the supply side, strong government support is expected to boost the growth of the local die-
cutting tools manufacturing industry, whereby supportive government incentives including the
Industry4WRD related financial facility support and incentives are expected to provide impetus for
growth . Additionally, technological advancements such as enhanced automation, greater versatility and
better reliability are also expected to support the growth of the Malaysian die-cutting tools
manufacturing industry. Industry players are increasingly expanding their technical capabilities to further
strengthen their competitive edges. However, as part of the manufacturing industry, the die-cutting may
be hindered by labour issues such as shortage of manpower and government poliCies which may
increase the cost of hiring foreign labour. Protege Associates has prOjected the die-cutting tools
manufacturing industry in Malaysia to expand by a CAGR of 3.1% from RM206.21 million in 2019 to
RM240.73 million in 2024.
10
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9. RISK FACTORS
9.1.1 The ongoing Covid-19 pandemic and possible similar future outbreaks may have a
significant adverse effect on our Group
From time to time, different regions in the world have experienced outbreaks of various
viruses. At this time, a global pandemic known as Covid-19 is taking place and on 11 March
2020, the World Health Organisation declared the Covid-19 outbreak as a pandemic due to its
rapid spread across the world. As the virus is relatively new, effective cure and vaccines have
yet to be developed.
While Covid-19 is still spreading and its final implications are difficult to estimate at this stage,
it is clear that the pandemic will affect a large portion of the global population and bring
about significant economic uncertainties globally. At this time, the pandemic has caused
varying level of precautionary measures being declared in various cities and countries around
the world, travel restrictions and border control being imposed, quarantine or movement
control being established and various business being closed or operating under strict
operating procedures, Malaysia included.
The ongoing Covid-19 pandemic and any possible future outbreaks of viruses may have a
significant adverse effect on our Group. Firstly, a spread of such diseases amongst our
employees, as well as any quarantines affecting our factories, offices and employees, may
affect our ability to carry out our business. Secondly, strict operating procedures imposed by
the regulatory authorities will also increase our operating costs. Finally, the current pandemic
and any possible future outbreaks of viruses may also have an adverse effect on our business
partners be it our customers or suppliers, resulting in lower demand for our products or
shortage of or delay in raw materials necessary for us to carry out our business.
During initial MCO period (i.e. from March to May 2020), our revenue from sales of die-cut
moulds and tools declined by 30.0% (for local sales) and 34.0% (for overseas sales), as
compared to the same period for FYE 2019. Although our sales gradually rebounded by 6.0%
from June 2020 up to September 2020, as compared to the same period for FYE 2019, the
final effects of the Covid-19 pandemic are difficult to assess at this stage. Any negative effect
on the economies and markets where we operate in may decrease the demand for our
products and have a material adverse effect on our Group.
9.1.2 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
requirements. We must obtain raw materials on a timely basis in order for our customers in
the paper printing and packaging industry to deliver speedy printing and packaging services
which in turn are mainly serving manufacturers of consumer products. Our suppliers may not
be able to provide us with consistent raw materials due to reasons such as shortages or
interruptions in supplies. We may also face shipment delay for certain imported raw
materials due vessel delay, port congestion and delay in customs inspection and clearance.
Any prolonged disruption in the supplies of these raw materials and/or raw materials that do
not meet our quality requirements will disrupt our business operations.
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Our raw materials particularly wood and steel 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 affect our sales volume.
Our customers typically do not enter into long-term purchase commitments with us, but
would instead purchase from us on a weekly or monthly basis. As such, there can be no
assurance that we will not lose any of our customers, or that our customers will continue to
purchase our products in the future. Although we have maintained a long term and good
working relationship with our customers, there can be no assurance that there will be no
termination of business relationship or reduced orders from any of our major customers
which will have a material and adverse effect on us.
Our business activities are dependent on the continued operation of our factories. Any
unanticipated failures or sub-standard performance or damages of our machineries and
equipment may cause interruption or prolonged suspension of part and/or all of our
manufacturing activities. Further, any unplanned shutdowns of our factories such as fire,
power failure, floods or interruptions in water supply or accidents will materially and
adversely affect us.
Although we have taken up insurances to ensure that our factories and assets are adequately
covered, there is no assurance that our coverage is adequate to compensate for any financial
losses arising from fire, theft and accidents. There are also other risks such as natural
disasters, riots and general strikes that cannot be reasonable insured against, which may
materially and adversely affect us.
9.1.5 We may fail to protect the confidential information of our customers, which may
expose us to claims, litigation or other legal proceedings
We receive and maintain certain confidential information of our customers when they place
their purchase orders for die-cutting moulds. Such confidential information mainly relates to
the design of our customers' paper and packaging products. If our security network is
breached and such information is stolen or obtained by unauthorised persons, we may then
be subject to claims, litigation or other legal proceedings brought by our customers. In such
cases, our reputation may be negatively affected.
9.1.6 Our continued success is dependent on our Executive Directors and key senior
management
Our business performance and future prospects depend significantly on the abilities, skills,
experience, competency and continuous efforts of our Executive Directors and key senior
management. Our Promoters who are also our Executive Directors has valuable experience
and extensive knowledge in the die-cutting tools manufacturing industry. Together with our
key senior management, they have built good business relationships with our customers and
suppliers.
The loss of any of our Executive Directors could materially and adversely affect us. The loss
of any of our key senior management simultaneously or within a short span of time without
suitable and timely replacement, or our inability to attract and retain qualified and competent
personnel or our inability to integrate new personnel, could materially and adversely affect us.
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A significant proportion of our sales and purchases are transacted in foreign currencies such
as the USD, EUR, SGD and JPY. As such, our financial results will be affected by foreign
currency exchange rates fluctuation. For FYE 2020, approximately 13.4% (equivalent to
RM3.53 million) and 75.1% (equivalent to RM3.83 million) of our total sales and purchases
respectively were transacted in foreign currencies.
At present, we do not use any financial instruments to hedge our exposure against
transactions in foreign currencies. We coordinate our foreign currency sales and purchases to
be in the same currency as much as possible to minimise our foreign exchange exposure as a
form of natural hedging. Nonetheless, a depreciation of RM against foreign currencies can
affect our cost of sales and reduce our profit margin. On the other hand, an appreciation of
RM against foreign currencies will render our products less price competitive.
Our Group faces competition from both local and foreign companies. Foreign multinational
companies may have greater resources than we do in terms of financial, marketing and
product development. These companies may enjoy superior reputation recognition and cost-
efficient structure in the market, locally, regionally and globally. Added to that, we also face
the risk of new market entrants.
Our ability to compete depends on our quality, timely delivery and competitive pricing .
Failure to compete effectively could materially and adversely affect us.
9.2.2 General market downturn may result in reduced demand in the end-user markets
of our customers
We are dependent on the performance of the end-user markets in Malaysia (in particular,
consumer products) in which our customers or their end-customers are operating in.
During economic downturn, consumption spending is generally lower, which may result in
reduced demand in consumer products. Such fall in demand may in turn reduce the demand
of die-cutting moulds and paper printing and packaging products by our customers, who are
operating in the paper printing and packaging industry and serving manufacturers of
consumer products. Under such circumstances, our business may be materially and adversely
affected.
Our die-cutting solutions are mainly used in the manufacturing process of paper printing and
packaging industry and E&E industry in Malaysia. Our customers are in turn suppliers to
manufacturers of consumer products in Malaysia.
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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 ru les.
There can be no assurance that such monies can be recovered within a short period of time
in such circumstances.
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9.3.3 The trading price and 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.
9.4.1 Our Promoters will be able to exert significant influence over our Company
Our Promoters will collectively hold 74.0% 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.
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Save for the Acquisitions and as disclosed below, there was no transaction, 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 during FYE 2018 to 2020 and up to
LPD:
Shenway Sharp DCM CEKD Holding • CEKD Holding is our 368 (1 ) 1.3
• Sales of die-
Hotstar Yap Tian Tion substantial cutting moulds
Focuswin Lim Bee Eng shareholder and the and raw
Yap Kai Ning holding company of materials to
Yap Kai Jie Shenway ShenwayC3)
Yap Kai Min
• Yap Tian Tion, Lim • Purchases of (1,125) (2)7.5
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Commercial Sharp DCM CEKD Holding • CEKD Holding is our • Rental expense (960) N/A (348) N/ A
Edge Yap Tian Tion substantial paid to
Lim Bee Eng shareholder and the Commercial
Yap Kai Ning holding company of Edge(5)
Yap Kai Jie Commercial Edge
Yap Kai Min • Rental income 72 N/A 72 N/A
• Yap Tian Tion, Lim received from
Bee Eng, Yap Kai Ning, Commercial
Yap Kai Jie and Yap Edge
Kai Min are substantial
shareholders of our • Acquisition of 20,000 N/A
Company and property from
Commercial Edge Commercial
Edge
• Yap Tian Tion and Yap
Kai Jie are directors of • Disposal of (4,740) N/A
Commercial Edge properties to
Commercial
• Yap Tian Tion is also Edge
our Director
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10. RELATED PARTY TRANSACTIONS (Cont'd)
CEKD Property Sharp DCM CEKD Holding • CEKD Holding is our Rental expense (5) N/A (5) N/A (5) N/A (1) N/A
Sdn Bhd Yap Tian Tion substantial paid to CEKD
("CEKD Lim Bee Eng shareholder and the Property
Property") Yap Kai Ning holding company of
Yap Kai Jie CEKD Property
Yap Kai Min
• Yap Tian Tion, Lim
Bee Eng, Yap Kai Ning,
Yap Kai Jie and Yap
Kai Min are substantial
shareholders of our
Company and CEKD
Property
Kam Soon Onn Hotstar Kam Soon Onn Kam Soon Onn is a Disposal of motor (124) N/A
director of Hotstar vehicle to Kam
Soon Onn
Lim Lee Hong Sharp DCM Yap Tian Tion Lim Lee Hong is Lim Bee Disposal of (195) N/A
Lim Bee Eng Eng's sister and Yap properties to Lim
Yap Kai Ning Tian Tion's sister-in-law Lee Hong
Yap Kai Jie
Yap Kai Min
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Lim Choon Sharp DCM Yap Tian Tion Lim Choon Chong is Lim Disposal of (62) N/A
Chong Lim Bee Eng Bee Eng's brother and property to Lim
Yap Kai Ning Yap Tian Tion's brother- Choon Chong
Yap Kai Jie in-law
Yap Kai Min
Lim Choon Chong is Yap
Kai Ning's, Yap Kai Jie's
and Yap Kai Min's uncle
Notes:
(1 )
Computed based on our Group's revenue for each financial year.
(2)
Computed based on our Group's cost of sales for each financial year.
(3)
As at LPD, Shenway has ceased all trading activities in relation to die-cutting moulds.
(4)
We have on 2 October 2018 disposed our entire 36.0% equity interest in Shanyu. Since then, we no longer have any transactions with Shanyu.
(5)
Refers to Sharp DCM's factory, which was previously rented to us by Commercial Edge. We have on 1 August 2019 acquired the said property from Commercial
Edge. Please refer to Section 11.2 for further details.
(6)
Relates to general cleaning of Sharp DCM's factory.
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The transaction in relation to advances given by our related parties was not conducted on
arm's length basis as it was interest free. However, all such advances have been fully settled
as at the date of this Prospectus.
Save for the advances given by our related parties, our Directors are of the view that the
above related party transactions were conducted on an arm's length basis and on competitive
commercial terms not more favourable to the related parties and were not to the detriment of
our minority shareholders.
Moving forward, in order to ensure related party transactions (if any) 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 whether the price and terms offered by all related parties are fair
and reasonable and comparable to those offered by third parties; or
(ii) In the event that quotation or comparative pricing from third parties cannot
be obtained, the transaction price will be determined by our Group based on
those offered by 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 general meetings of our Company. 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 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.
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For related party transaction that requires prior approval of shareholders, the Directors,
major shareholders and/or persons connected to them, which have any interest, direct or
indirect, in the proposed related party transaction will abstain from voting in respect of their
direct and/or indirect shareholdings. Where a person connected with a Director or major
shareholder has interest, direct or indirect, in any proposed related party transaction, the
Director or major shareholder concerned will also abstain from voting in respect of his direct
and/or indirect shareholdings.
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. Where necessary, our Board would make appropriate disclosures in
our annual report with regards to any related party transaction entered into by us.
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 during
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.
Guarantees
The security for our banking facilities are disclosed in Section 12.4, of which the
following are guarantees and security given by our related parties:
(i) CEKD Holding had provided corporate guarantee, Yap Tian Tion and Yap Kai
Ning, had jointly and severally provided personal guarantee, for the banking
facilities extended by CIMB Bank Berhad to our Group as at LPD. We have
received conditional approvals from the above bank to discharge the above
guarantees on 2 December 2020. The approval is conditional on the (i)
successful Listing and (ii) substituting the same with a corporate guarantee
from our Company; and
(ii) Yap Kai Ning had assigned her mortgage reducing term assurance policy to the
bank for banking facilities extended by CIMB Bank Berhad to our Group as at
LPD. We have applied to obtain a release from the assignment and as at LPD,
we are still awaiting for the reply from CIMB Bank Berhad;
We will apply to the banks to discharge the above guarantees and securities upon
obtaining the approval for Listing. Until such release is obtained from the respective
financial institutions, the afore-persons will continue to guarantee over the banking
facilities extended to our Group.
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I Registration No.: 201801023077 (1285096-M)
Save as disclosed below, we have not entered into any transactions with M&A Securities who
is the Adviser, Sponsor, Underwriter and Placement Agent for our Listing:
(a) Agreement dated 11 July 2018 between Sharp DCM 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 [ ] between our Company and M&A Securities for the
underwriting of 19,458,000 Issue Shares.
139
[ Registration No.: 201801023077 (1285096-M)
As at LPD, none of our Directors or substantial shareholders has any interest, direct or
indirect, in other businesses or corporations which are:
l'v1oving forward, our Audit Committee will supervise any actual conflict of interest or potential
conflict of interest situations.
In order to mitigate any possible conflict of interest situation, our Directors will declare to our
Nominating 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 Committee will first then evaluate if such Director's involvement give 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 Committee will then:
(b) 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
(ii) Abstain from all Board deliberation and voting in the matter that has given
rise to the conflict of interest.
In relation to (b) 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 the Board, be
present at the Board meeting for the purposes of answering any questions.
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I Registration No.: 201801023077 (1285096-M)
(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, Underwriter and Placement Agent for our Listing.
(b) Eco Asia Capital Advisory Sdn Bhd has given its written confirmation that, as at the
date of this Prospectus, there is no existing or potential conflict of interest in its
capacity as Financial Adviser for our Listing. Its scope of work as the Financial Adviser
includes the following:
(i) To conceptualise and adVise on our Group's restructuring, equity and corporate
structure in preparation for our Listing;
(ii) To assist our Group in compiling information and documents for our Listing;
(iii) To assist in reviewing the draft documents prepared by the relevant advisers in
relation to our Listing; and
(iv) To assess and advise on any other issues relevant to our Listing.
(c) Teh & Lee 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.
(d) Ecovis AHL 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 .
(e) Protege has given its written confirmation that, as at the date of this Prospectus,
there is no existing or potential conlkt of interest in its capacity as IMR for our
Listing.
141
I Registration No.: 201801023077 (1285096-M)
Our Company was only incorporated on 27 June 2018 to facilitate the Listing . The historical
financial information of our Group for FYE 2018 to 2020 is therefore presented based on the
historical combined audited financial statements of Sharp DCM Group and Hotstar only.
The audited combined 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 Financial Condition and
Results of Operations" and Accountants' Report set out in Sections 12.2 and 13 respectively.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Revenue 28,732 28,363 26,355
Less: Cost of sales (151118~ {141990~ (13,066~
GP 13,614 13,373 13,289
Other income 1,465 4,766 369
Administrative expenses (4,648) (5,242) ( 4,583)
Selling and distribution expenses (791) (676) (531)
Other operating expenses (327) (91) (25)
l'Jet impairment gain on financial
assets 2 13 3
Profit from operations 9,315 12,143 8,522
Finance costs (275) (372) (572)
Share of result of associates 357
PBT 9,397 11,771 7,950
Tax expense (21098~ (21072~ (11912~
PAT 7,299 9,699 6,038
PAT attributable to :
Owners of the Group 6,801 9,699 6,038
Non-controlling interest 498
7,299 9,699 6,038
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I Registration No.: 201801023077 (1285096-M) I
Notes:
(1)
Our Group recorded gain on disposal of properties in FYE 2019; our adjusted PST
and PAT excluding the gain on disposal of properties in FYE 2019 are as follows:
FYE 2019
RM'OOO
PST 11,771
Less: Gain on disposal of investment properties (1,012)
Gain on disposal of assets held for sale (3,271)
Adjusted PST 7,488
Tax expenses (2,072)
Adjusted PAT 5,416
(2)
ESIT and ESITDA are calculated as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
PAT / Adjusted PAT 7,299 #5,416 6,038
Less: Interest income (171) (129) (98)
Add:
Finance costs 275 372 572
Taxation 2,098 2,072 1,912
EBIT 9,501 7,731 8,424
Add: Depreciation and amortisation 1/572 1/690 2,226
EBITDA 11,073 9,421 10,650
#
Adjusted to exclude gain on disposal of properties in FYE 2019.
(3)
Calculated based on GP over revenue.
(4)
Calculated based on PST/PAT or adjusted PST/ adjusted PAT over revenue.
(5)
Calculated based on PAT or adjusted PAT attributable to owners of the Group and
share capital of 143,983,000 Shares in issue before IPO.
(6)
Calculated based on PAT or adjusted PAT attributable to owners of the Group and
enlarged share capital of 194,573,000 Shares after IPO.
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I Registration No.: 201801023077 (1285096-M) I
The following table sets out the combined statements of financial position of our Group as
at 31 August 2018, 2019 and 2020 which have been extracted from the Accountants' Report.
It should be read with the "Management Discussion and Analysis of Financial Condition and
Results of Operations" and Accountants' Report set out in Section 12.2 and 13 respectively.
Audited
As at 31 August
2018 2019 2020
RM'OOO RM'OOO RM'OOO
Non-current Assets
Property, plant and equipment 6,337 27,123 27,223
Investment properties 461
Goodwill on consolidation 454 454 454
Other investments 2,947 2,860
7,252 30,524 30,537
Current Assets
Inventories 4,236 4,347 4,796
Trade receivables 7,418 6,464 6,486
Other receivables, deposits and
1,081 2,049 719
prepayment
Amount owing by an associate 152
Amount owing by related parties 7,084 6
Tax recoverable 254 671
Fixed deposits with licensed bank 3,223 3,329 3,417
Cash and bank balances 3,352 3,009 8,344
26,800 19,875 23,762
Asset classified as held for sale 2,617
Total current assets 29,417 19,875 23,762
Total Assets 36,669 50,399 54,299
Equity
Invested equity 2,350 2,350 2,350
Retained earnings 22,938 32,637 35,155
Total equity 25,288 34,987 37,505
Non-current Liabilities
Loans and borrowings 7,577 6,054 12,262
Deferred tax liabilities 454 833 902
8,031 6,887 13,164
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Audited
As at 31 August
2018 2019 2020
RM'OOO RM'OOO RM'OOO
Current Liabilities
Trade payables 574 621 205
Other payables and accruals 1,628 1,452 2,048
Amount owing to a Director 21 33
Loans and borrowings 641 6,416 1,084
Tax payable 507 15 260
3,350 8,525 3,630
Total Liabilities 11,381 15,412 16,794
Total Equity and Liabilities 36,669 50,399 54,299
The following table sets out the combined statements of cash flow of our Group for FYE
2018 to 2020 which have been extracted from the Accountants' Report. It should be read
with the "Management Discussion and Analysis of Financial Condition and Results of
Operations" and Accountants' Report set out in Section 12.2 and 13 respectively.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Cash flow from operating activities
PBT 9,397 11,771 7,950
Adjustments for:
Bad debts written off 51 21 21
Depreciation of investment properties 36 2
Depreciation of property, plant and 1,536 1,688 2,226
equipment
(It
Deposit written off 2
Impairment loss on investment in an 208
associate
Interest expenses
Bank overdraft 174 158 12
Finance lease 67 4 79
Term loan 34 210 481
Interest income
Bank interest received (29) (18) (10)
Fixed deposit (142) (111) (88)
Investment income ( 47) (93)
Inventories written down due to slow- 321 37 61
moving
(Gain )/Loss on disposal of property, plant (462) 5
and equipment
145
I Registration No.: 201801023077 (1285096-M)
I
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Cash flow from operating activities
(Cont'd)
Net impact on impairment (gain)/Ioss of
trade receivables
Lifetime expected credit loss (1) (13) (2)
allowance
(1)_
Specific allowance (1)
Property, plant and equipment written off 32 59 1
Rental rebate (32)
Unrealised (gain)/Ioss on foreign (24) 77 66
exchange
Gain on disposal of investment properties (12) (1,012)
Gain on disposal of assets held for sale (3,271)
Gain on remeasurement of equity interest (378)
in an acquiree, previously accounted for
as an associate
Share of result of associates (357}
Operating profit before working 10,450 9,560 10,674
capital changes
Changes in working capital:
Increase in inventories (814) (147) (510)
Decrease/(increase) in trade and other 40 (46) 1,263
receivables
Increase/(decrease) in trade and other 83 (129) 180
payables
Cash generated from operations 9J59 9,238 11,607
Income tax paid (2)68) (2,602) (1,430)
Income tax refund 7 503
Interest paid (174) (158) (12)
Interest received 29 18 10
Net cash generated from operating
activities 7,353 6,496 10,678
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I Registration No.: 201801023077 (1285096-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Cash flow from investing activities
(Cont'd)
Purchase of property, plant and (1,975) (22,510) (649)
equipment
Redemption of other investments 1,000
Net cash used in investing activities (353) (18,040) (469)
Note:
(1 )
Representing less than RM1,000.
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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.
(ii) Revenue
Revenue is recognised when control of goods has transferred, being when the goods
have been delivered to customers and there is no unfulfilled obligation that could
affect the customers' acceptance of the goods.
Our cost of sales mainly comprises materials, direct labour and factory overhead
costs, details as follows:
Our Group's materials mainly consist of steel rules, base boards, other die-
cutting mould materials, consumables, tools and accessories.
The direct labour costs mainly include salaries and defined contributions plan
paid to our production workers.
The factory overhead costs mainly include depreciation for property, plant
and equipment, upkeep expenses, rental expenses for factories and store
and utilities charges.
The gain on remeasurement arose from the acquisition of the remaining 50% equity
interest of Focuswin in FYE 2018. Focuswin was an associate company of Sharp DCM
and upon completion of the said acquisition; Focuswin became a wholly-owned
subsidiary of Sharp DCM.
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Selling and distribution expenses consist of sales and marketing expenses, carriage
outward, travelling and accommodation, courier and freight charges.
Other operating expenses relate to expenses incurred which are not directly related
to our operations such as diminution in value of associate company, property, plant
and equipment written off, amortisation of investment properties and bad debts
written off.
Finance costs comprise mainly interest expense on our bank borrowings and finance
lease.
Save for the Acquisitions and the following dividend which was declared and paid,
there were no significant events subsequent to our Group's audited combined
financial statements for FYE 2020:
RM'OOO
Section 9 details a number of risk factors relating to our business and 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 revenue and
profits include but are not limited to the following:
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I Registration No.: 201801023077 (1285096-M) I
Our operations are dependent on the consistent supply of raw materials from
the suppliers. However, in some circumstances, our suppliers may face
shortage or interruptions in supplies. Any prolonged disruption in the supplies
of these raw materials and/or raw materials that do not meet our quality
requirements will disrupt our business operations.
Our raw materials particularly wood and steel are also price sensitive and we
face the risk of fluctuation in pricing. The increase in our raw materials price
will increase our cost of sales which may affect our profitability.
Our sales are mainly derived from orders placed by customers on weekly or
monthly basis. There is no assurance that we will not lose any of our
customers, or will the customers continue purchase our products in the
future. Therefore, any adverse economic conditions, or slowdown in the
industries in which our customer operate in, may negatively affect our sales.
Our Group may face increased competition in the future from both local and
foreign competitors and also other new entrants to the market. If we are
unable to compete with our competitors in terms of quality, timely delivery
and competitive pricing, it may result in a loss of business for us.
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I Registration No.: 201801023077 (1285096-M) I
(i) Revenue
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO 0/0 RM'OOO % RM'OOO 0/0
--- ---
Manufacturing
activities
Die-cutting 23,207 80.8 22,220 78.3 21,315 80.9
moulds
Other 1,760 6.1 1,438 5.1 1,348 5.1
24,967 86.9 23,658 83.4 22,663 86.0
Trading
activities 3,765 13.1 4,705 16.6 3,692 14.0
28,732 100.0 28,363 100.0 26,355 100.0
Commentary on revenue
Our Group's revenue decreased marginally by RMO.37 million or 1.3% from RM28.73
million in FYE 2018 to RM28.36 million in FYE 2019. Approximately 83.4% of our
Group's revenue in FYE 2019 was derived from manufacturing activities while the
remaining 16.6% was derived from trading activities. The overall decrease in revenue
was due to lower revenue generated from manufacturing activities by RM 1.31 million
or by 5.2% during FYE 2019. However, this was offset by the increase in trading
revenue by RMO.94 million or 25.0% in FYE 2019.
Manufacturing Activities
(a) Lower quantity of die-cutting moulds sold, which reduced by 1.6% from
110,419 units in FYE 2018 to 108,666 units in FYE 2019; and
(b) Lower average selling price of die-cutting moulds, which decreased by 2.9%
from RM210 per unit in FYE 2018 to RM204 per unit in FYE 2019.
(a) Lower quantity of pinnacle dies and NC dies sold, which reduced by 18.7%
from 2,006 units in FYE 2018 to 1,631 units in FYE 2019; and
(b) Lower revenue generated from press cutting dies due to the reduced orders
from our customers in the textile and leather industry in Malaysia. Revenue
from press cutting dies decreased by RMO.11 million or 15.9% from RMO.69
million in FYE 2018 to RMO.58 million in FYE 2019.
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I Registration No.: 201801023077 (1285096-M) I
Trading Activities
Revenue from trading activities increased by RMO.94 million from RM3.77 million in
FYE 2018 to RM4.71 million in FYE 2019 due to higher sales to existing local
customers and new overseas customers mainly from Indonesia, Thailand, Australia
and Korea. The increase was mainly due to higher quantity of die-cutting materials
sold such as creasing matrix and base boards.
Our Group's revenue decreased by RM2.00 million or 7.1% from RM28.36 million in
FYE 2019 to RM26.36 million in FYE 2020. Approximately 86.0% of our Group's
revenue in FYE 2020 was derived from manufacturing activities while the remaining
14.0% was derived from trading activities. Revenue from both our manufacturing and
trading activities decreased by RMO.99 million or 4.2% and RM1.01 million or 21.5%
respectively.
Manufacturing Activities
Trading Activities
The Covid-19 pandemic had a larger impact on our trading activities due to lower
orders from overseas customers. Revenue from trading activities decreased by
RM1.01 million or 21.5% from RM4.70 million in FYE 2019 to RM3.69 million in FYE
2020 mainly due to lower quantity of die-cutting materials sold such as creasing
matrix and base boards.
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I Registration No.: 201801023077 (1285096-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO % RM'OOO % RM'OOO %
Note:
( 1)
Consist of carriage inwards, water and electricity, inventories written down due
to slow-moving, insurance, transportation charges, courier charges and custom
duties, each representing not more than 5.0%.
The main components of our cost of sales are purchases of materials and direct
labour costs. Collectively, they accounted for 68.2% to 71.8% of our cost of sales for
FYE 2018 to 2020.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO % RM'OOO % RM'OOO %
Manufacturing
activities
Die-cutting 10,936 72.3 10,140 67.6 9,090 69.6
moulds
Others 11174 7.8 11129 7.5 955 7.3
12,110 80.1 11,269 75.1 10,045 76.9
Trading
activities 31008 19.9 3J21 24.9 31021 23.1
15,118 100.0 14,990 100.0 13,066 100.0
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IRegistration No.: 201801023077 (1285096-M)
Our Group's total cost of sales decreased marginally by RMO.13 million or 0.9% from
RM15.12 million in FYE 2018 to RM14.99 million in FYE 2019 . The decrease was
mainly due to:
(b) Higher direct labour cost, which increased by RMO.21 million or 4.1% mainly
due to yearly staff salary increment and bonus; and
Our Group's total cost of sales decreased by RM1.92 million or 12.8% from RM14.99
million in FYE 2019 to RM13.07 million in FYE 2020. The decrease was mainly due to
the following:
(i) Lower purchases of raw materials in line with the decrease in revenue from
both our manufacturing and trading activities. The percentage of decrease in
purchases of raw materials outweighs the percentage of decrease in revenue
mainly due to:
(b) Revenue of RMO.13 million for the provision of CAD design and
programming services.
(ii) Lower direct labour cost by RMO.60 million or 11.4% as we received wages
subsidy from the Malaysian Government amounting to RMO.28 million
resulting from the Covid-19 pandemic.
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I Registration No.: 201801023077 (1285096-M)
Audited
FYE 2018 FYE 2019 FYE 2020
GP GP GP
GP margin GP margin GP margin
RM'OOO 0/0 RM'OOO 0/0 RM'OOO 0/0
Manufacturing
activities
- Die-cutting 12,271 52.9 12,080 54.4 12,225 57.4
moulds
- Others 586 33.3 309 21.5 393 29.2
12,857 51.5 12,389 52.4 12,618 55.7
Trading
activities 757 20.1 984 20.9 671 18.2
13,614 47.4 13,373 47.1 13,289 50.4
Our GP decreased marginally by RMO.24 million or 1.8% from RM13.61 million in FYE
2018 to RM13.37 million in FYE 2019.
Manufacturing Activities
Trading Activities
GP from trading activities increased by RMO.22 million from RMO.76 million in FYE
2018 to RMO.98 million in FYE 2019 in line with the increase in trading revenue.
Our GP margin from trading activities remained relatively stable at 20.9% in FYE
2019 as compared to 20.1 % in FYE 2018.
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I Registration No.: 201801023077 (1285096-M) I
Manufacturing Activities
(a) Lower direct labour cost resulting from the wage subsidy from the Malaysian
Government; and
(b) Lower material usage due to higher revenue from our conversion activities as
well as revenue for the provision of CAD design and programming services .
Trading Activities
Our GP from trading activities decreased by RMO.31 million or 31.6% from RMO.98
million in FYE 2019 to RMO.67 million in FYE 2020 in line with the decrease in trading
revenue.
Our GP margin from trading activities also decreased from 20.9% in FYE 2019 to
18.2% in FYE 2020 mainly due to the increase in our die-cutting material costs.
Despite the increase in our die-cutting material costs, we did not increase our selling
price to remain competitive.
156
I Registration No.: 201801023077 (1285096-M)
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO 0/0 RM'OOO 0/0 RM'OOO 0/0
Notes:
(1)
Relates to gain on remeasurement of equity interest in Focuswin, previously
accounted for as an associate company.
(2)
Mainly consist of deposits recovered and insurance claim for damage and
accident of machineries and motor vehicles.
(3)
Rental discount granted by our landlord during the Meo.
Other income increased by RM3.30 million from RM1.47 million in FYE 2018 to
RM4.77 million in FYE 2019. This was mainly attributable to the gain on disposal of 8
properties located at OUG Industrial Park and KL Industrial Park, Kuala Lumpur as
well as Mukim Senai, Johor amounting to RM4.28 million.
However, the overall increase in other income was partially offset by the following:
(c) Decrease in rental income by RMO.13 million after the disposal of investment
properties.
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Other income in FYE 2020 mainly consist of interest income, gain from foreign
exchange and investment income on unit trusts.
Other income decreased by RM4.40 million from RM4.77 million in FYE 2019 to
RMO.37 million in FYE 2020 as the one-off gain on disposal of properties did not recur
in FYE 2020.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO 0/0 RM'OOO 0/0 RM'OOO 0/0
Note:
(1)
Mainly consists of assessment and quit rent, tax consultation fee, bank
charges, gift and donations, sundry expenses, secretary fees, insurance, staff
refreshment, maintenance fee and postage, each representing not more than
1.5%.
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(a) Increase in staff costs by RMO.31 million mainly due to yearly increment and
bonus for our existing staff; and
(b) Increase in professional fee by RMO.20 million mainly for the valuation fees
of our factory at Jalan Kelang Lama, Kuala Lumpur and preparation of sale
and purchase agreements for the disposal of properties .
(b) Decrease in professional fee by RMO.16 million as the valuation fees of our
factory at Jalan Kelang Lama, Kuala Lumpur and preparation of sale and
purchase agreements for the disposal of properties in FYE 2019 did not recur
in FYE 2020.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO 0/0 RM'OOO 0/0 RM'OOO 0/0
Note:
(1)
Mainly consist of advertisement and promotion expenses and road tax.
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Selling and distribution expenses decreased by RMO.ll million or 13.9% from RMO.79
million in FYE 2018 to RMO.68 million in FYE 2019. This was mainly due to lower
transportation cost incurred in line with the decrease in revenue. In addition, the
frequency of our overseas deliveries also decreased as our customers ordered in
larger volume.
Selling and distribution expenses decreased by RMO.15 million or 22.1% from RMO .68
million in FYE 2019 to RMO.53 million in FYE 2020 mainly due to the overall decrease
in revenue. Transportation cost further decreased by RMO.10 million or 29.4% from
RMO.34 million in FYE 2019 to RMO.24 million in FYE 2020 as overseas orders for our
trading products decreased due to the Covid-19 pandemic.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO % RM'OOO % RM'OOO 0/0
Note:
(1)
Representing less than RM1,OOO.
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Other operating expenses during FYE 2020 mainly consist of bad debts written off.
Other operating expenses decreased by RMO.07 million or 72.5% as the one-off
expenses relating to property, plant and equipment written off amounting to RMO.06
million in FYE 2019 did not recur in FYE 2020.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO % RM'OOO % RM'OOO 0/0
Finance cost increased by RMO.09 million or 32.1% from RMO.28 million in FYE 2018
to RMO.37 million in FYE 2019 mainly due to higher term loan interest.
We drew down a term loan amounting to RM8.00 million in FYE 2017 which we
advanced to Commercial Edge to purchase a factory located at Jalan Kelang Lama,
Kuala Lumpur. The interest cost of the said loan was serviced by Commercial Edge
until we acquired the above factory in January 2019.
Finance cost increased by RMO.20 million or 54.1% from RMO.37 million in FYE 2019
to RMO.57 million in FYE 2020. The increase was mainly attributable to the following:
(a) Increase in term loan interest by RMO.27 million mainly due to a new RM6.00
million term loan drawndown in FYE 2020; and
However, the overall increase in finance cost was partially offset by the decrease in
bank overdraft interest of RMO.15 million due to lower utilisation of bank overdraft
during FYE 2020.
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Audited
FYE 2018 FYE 2019 FYE 2020
PBT/ Adjusted PBT (RM'OOO) 9,397 (1)7 ,488 7,950
PBT/ Adjusted PBT margin (%) 32.7 (1)26.4 30.2
Note:
(1)
Adjusted to exclude gain on disposal of properties in FYE 2019.
The drop in the PBT margin for FYE 2019 was mainly due to the increase in
administrative expenses by 12.8% and increase in finance costs by 35.3% in FYE
2019 .
Our PBT margin improved to 30.2% for FYE 2020 . This was mainly due to the higher
GP margin from our manufacturing activities in FYE 2020.
(ix) Taxation
Audited
FYE 2018 FYE 2019 FYE 2020
Taxation (RM'OOO) 2,098 2,072 1,912
Statutory tax rate (%) 24.0 24.0 24.0
Effective tax rate (%) 22.3 17.6 24.1
Effective tax rate is calculated by dividing tax expense for the financial year over PBT
for the corresponding financial year.
In FYE 2018, Focuswin and Hotstar were taxed at the statutory rate of 18% on the
first RM500,OOO and 24% on the balance of chargeable income, whilst Sharp OeM
was taxed at the statutory rate of 24%. In FYE 2019 and FYE 2020, all companies
within our Group were taxed at the statutory rate of 24%.
Sharp OeM and Hotstar are entitled to claim reinvestment allowances for a duration
of 15 years for the purchase of machineries, commencing from year 2005 and 2016
respectively.
In FYE 2019, Sharp OeM was also entitled to claim industrial building allowance for
the purchase of our factory at Jalan Kelang Lama, Kuala Lumpur. This reduced our
Group's effective tax rate to 17.6%.
Our Group's effective tax rate increased to 24.1% in FYE 2020 as the reinvestment
allowance claimed by Sharp OeM has ended in FYE 2020.
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(i) Assets
Audited
As at 31 August
2018 2019 2020
RM'OOO RM'OOO RM'OOO
Non-current Assets
Property, plant and equipment 6,337 27,123 27,223
Investment properties 461
Goodwill on consolidation 454 454 454
Other investments 2,947 2,860
7,252 30,524 30,537
Current Assets
Inventories 4,236 4,347 4,796
Trade receivables 7,418 6,464 6,486
Other receivables, deposits and
1,081 2,049 719
prepayment
Amount owing by an associate 152
Amount owing by related 7,084 6
parties
Tax recoverable 254 671
Fixed deposits with licensed 3,223 3,329 3,417
bank
Cash and bank balances 3,352 3,009 8,344
26,800 19,875 23,762
Asset classified as held for sale 2,617
Total current assets 29,417 19,875 23,762
Total Assets 36,669 50,399 54,299
Our total assets increased by RM13.73 million or 3704% from RM36 .67 million as at
31 August 2018 to RM50040 million as at 31 August 2019. This was mainly due to an
increase in non-current assets by RM23.27 million mainly arising from:
(a) Purchase of our factory located in Jalan Kelang Lama, Kuala Lumpur for a
consideration of RM20.00 million; and
However, the overall increase in non-current assets was partially offset by the
decrease in amount owing from our related party, Commercial Edge amounting to
RM7.08 million.
Our total assets increased by RM3.90 million or 7.7% from RM50040 million as at 31
August 2019 to RM54.30 million as at 31 August 2020. This was mainly due to the
increase in our cash and bank balances by RM5.34 million arising from higher net
cash generated from operating activities.
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I Registration No.: 201801023077 (1285096-M) I
(ii) Liabilities
Audited
As at 31 August
2018 2019 2020
RM'OOO RM'OOO RM'OOO
Non-current Liabilities
Loans and borrowings 7,577 6,054 12,262
Deferred tax liabilities 454 833 902
8,031 6,887 13,164
Current Liabilities
Trade payables 574 621 205
Other payables and accruals 1,628 1,452 2,048
Amount owing to a Director 21 33
Loans and borrowings 641 6,416 1,084
Tax payable 507 15 260
3,350 8,525 3,630
Total Liabilities 11,381 15,412 16,794
Our total liabilities increased by RM4.03 million or 35.4% from RM11.38 million as at
31 August 2018 to RM15.41 million as at 31 August 2019. This was mainly due to the
increase in current liabilities by RM5.18 million as we utilised a bank overdraft facility
amounting to RM6.00 million to partially finance the acquisition of our factory located
at Jalan Kelang Lama, Kuala Lumpur during FYE 2019.
Our total liabilities increased by RM1.38 million or 9.0% from RM15.41 million as at
31 August 2019 to RM16.79 million as at 31 August 2020. This was mainly due to the
increase in non-current liabilities by RM6.28 million as we drew down a new term
loan facility amounting to RM6.00 million.
The increase in non-current liabilities was offset by the decrease in our current
liabilities by RM4.90 million mainly due to the repayment of our overdraft facility.
164
I Registration No.: 201801023077 (1285096-M) I
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Net cash from operating activities 7,353 6,496 10,678
Net cash used in investing activities (353) (18,040) (469)
Net cash (used in)/from financing
activities (3,660) 5,566 1,218
Net increase/(decrease) in cash 3,340 (5,978) 11,427
and cash equivalents
Effect of exchange rate fluctuations (24) (53) (42)
Cash and cash equivalents at beginning
of the financial year (326) 2,990 (3,041)
Cash and cash equivalents at end of
the financial year 2,990 (3,041) 8,344
FYE 2018
In FYE 2018, our net cash generated from operating activities amounted to RM7.35 million.
Our Group's collection of RM25 .73 million was offset by payments of RM18.38 million. Such
payments were for:
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I Registration No.: 201801023077 (1285096-M)
In FYE 2018, our net cash outflow from investing activities amounted to RMO.35 million,
mainly due to the acquisition of the remaining 50% equity interest in Focuswin of RMO.67
million, purchase of plant and machineries of RMO.97 million, purchase of motor vehicles of
RMO.63 million and purchase of furniture, fittings and office equipment of RMO.29 million.
Net cash used in investing activities was partially offset by additional cash balances arising
from the acquisition of Hotstar of RM1.40 million and proceeds from disposal of plant and
machineries and motor vehicles of RMO.79 million.
In FYE 2018, the net cash outflow from financing activities amounted to RM3.66 million,
mainly attributable to the repayment of finance lease liabilities of RM1.66 million, advances
paid to related party and associate company of RM1.40 million and repayment of term
loans of RM0.48 million.
FYE 2019
In FYE 2019, our net cash generated from operating activities amounted to RM6.50 million.
Our Group's collection of RM29.47 million was offset by payments of RM22.97 million. Such
payments were for:
In FYE 2019, our net cash outflow from investing activities amounted to RM18.04 million,
mainly attributable to the purchase of our factory located at Jalan Kelang Lama, Kuala
Lumpur amounting to RM20.00 million, investment in unit trusts of RM2.90 million and
purchase of plant and machineries of RM2.35 million.
Net cash used in investing activities was partially offset by the proceeds from disposal of 8
properties located at OUG Industrial Park and KL Industrial Park, Kuala Lumpur as well as
Mukim Senai, Johor of RM6.06 million and proceeds from disposal of investment in
associate company of RM1.30 million.
In FYE 2019, our net cash inflow from financing activities amounted to RM5 .57 million,
mainly attributable to repayment of advances from related party and associate company of
RM7.23 million.
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I Registration No.: 201801023077 (1285096-M)
Net cash from financing activities was partially offset by repayment of term loans of RM1.45
million and interest paid of RMO.21 million.
FYE 2020
In FYE 2020, our net cash generated from operating activities amounted to RM10.68
million. Our Group's collection of RM26.33 million was offset by payments of RM15.65
million. Such payments were mainly for:
In FYE 2020, our net cash outFlow from investing activities amounted to RM0.47 million,
mainly attributable to investment in unit trusts of RMO.82 million and purchase of furniture
and fittings and office equipment of RMO.61 million.
Net cash used in investing activities was partially offset by redemption of investment in unit
trusts of RMl.OO million.
In FYE 2020, our net cash inflow from financing activities amounted to RM1.22 million,
mainly attributable to additional drawdown of term loans of RM6.00 million .
Net cash from financing activities was partially offset by dividend paid of RM3.47 million,
interest paid of RMO.56 million, repayment of finance lease liabilities of RM0.41 million and
repayment of term loan of RMO.37 million.
167
I Registration No.: 201801023077 (1285096-M) I
We finance our operations with cash generated from operations, credit extended by trade
payables and/or financial institutions as well as cash and bank balances. The facilities from
financial institutions comprise term loans, overdrafts and finance lease.
We have sufficient working capital for our existing and foreseeable requirements for a
period of 12 months from the date of this Prospectus after taking into account the
following:
(i) Expected cash flows to be generated from the operations of our Group;
(iii) RM28.73 million in total banking facilities (excluding finance lease), of which RM11.80
million have been utilised as at LPD. There is still RM16.93 million which have not
been utilised and is available for drawdown, if required; and
Based on the pro forma consolidated statements of financial position of our Group as at 31
August 2020 (after the Acquisitions but before Public Issue), our NA position stood at
RM34.18 million and our gearing level is 0.35 times. Our NA position after the Acquisitions,
Public Issue and utilisation of proceeds is RM[.] million and our gearing level is [.] times.
168
I Registration No.: 201801023077 (1285096-M) I
12.4 BORROWINGS
We utilise credit facilities such as overdrafts and term loans to partially finance our working capital. In addition, we also utilise term loans and
finance lease to finance the purchase of our property, plant and equipment. All these facilities are interest bearing and denominated in RM. Details
of the outstanding borrowings and finance lease as at 31 August 2020 are set out below :
As at 31
Type of borrowing Purpose Security Tenure Interest Rate August 2020
-------
0/0 RM'OOO
Interest bearing short-term borrowings, payable within 1 year:
Term loans Purchase of (a) Assignment of Mortgage Reducing Term Assurance 240 months from 3.20 - 3.40 641
property ("MRTA") issued by Sun Life Malaysia Assurance drawdown date
Berhad under a Director for the sum insured of
RMlO.0 million;
(b) First party first legal charge over a leasehold land
and factory;
(c) Memorandum of charge over fixed deposit of not
less than RM3.0 million together with all interest
accruing from time to time;
(d) Corporate guarantee by CEKD Holding; and
(e) Joint and several guarantees by our Directors
Finance lease Purchase of Motor vehicles under the finance lease 60 months from 2.46 - 2.99 18
payables motor vehicles drawdown date
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I Registration No.: 201801023077 (1285096-M) I
As at 31
Type of borrowing Purpose Security Tenure Interest Rate August 2020
-------
0/0 RM'OOO
Interest bearing long-term borrowings, payable after 1 year:
Term loans Purchase of (a) Assignment of MRTA issued by Sun Life Malaysia 240 months from 3.20 - 3.40 11,315
property Assurance Berhad under a Director for the sum drawdown date
insured of RM10.0 million;
(b) First party first legal charge over a leasehold land
and factory;
(c) Memorandum of charge over fixed deposit of not
less than RM3.0 million together with all interest
accruing from time to time;
(d) Corporate guarantee by CEKD Holding; and
(e) Joint and several guarantees by our Directors
Finance lease Purchase of Motor vehicles under the finance lease 60 months from 2.46 - 2.99 63
payables motor vehicles drawdown date
170
I Registration No.: 201801023077 (1285096-M)
12. FINANCIAL INFORMATION (Cont'd)
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 August 2020
RM'OOO
Lease liabilities payable within 1 year Rental of factory and workers' Initial lease of 1 to 5 years with option to 425
accommodation renew for another 1 to 2 years
Lease liabilities payable after 1 year Rental of factory and workers' Initial lease of 1 to 5 years with option to 884
accommodation renew for another 1 to 2 years
1,309
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 borrowings throughout FYE 2018 to 2020 and up to LPD.
As at LPD, neither our Company nor our subsidiaries are 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 operations.
Over FYE 2018 to 2020, we have not experienced any claw back or reduction in the facilities limit granted to us by our lenders.
171
I Registration No.: 201801023077 (1285096-M)
Save as disclosed in Section 12.4 above and our bank overdraft facility, we do not have nor
utilise any other financial instruments or have any treasury policies. All our financial
instruments are used for the purchase of property and motor vehicles as well as to conduct
our business. As at 31 August 2020, save for finance lease liabilities which are based on
fixed rates, all our other credit 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 and the utilisation of proceeds as disclosed in Section
4.9, we do not have any other material capital commitments.
RM'OOO
Approved and contracted for:
Computer software and licenses 178
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.
As at LPD, our Directors confirm that there are no contingent liabilities incurred by our
Group, which upon becoming enforceable may have a material effect our Group's business;
financial results or position.
172
I Registration No.: 201801023077 (1285096-M) I
The key financial ratios of our Group for FYE 2018 to 2020 are as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
Trade receivables turnover (days) (1) 73 89 90
Trade payables turnover (days) (2) 84 106 102
Inventory turnover (days) (3) 261 283 364
Current ratio (times) (4) 8.8 2.3 6.5
Gearing ratio (times) (5) 0.3 0.4 0.3
Notes:
(1)
Computed based on average opening and closing trade receivables (net of
allowances for impairment loss) over revenue for the year multiplied by 365 days
for each financial year.
(2)
Computed based on average opening and closing trade payables over credit
purchases for the year (FYE 2018: RM2.57 million, FYE 2019: RM2.07 million and
FYE 2020: RM1.47 million) multiplied by 365 days for each financial year.
(3)
Computed based on average opening and closing inventories over total purchases
for the year (FYE 2018: RM5.28 million, FYE 2019: RM5.53 million and FYE 2020:
RM4.59 million) multiplied by 365 days for each financial year.
(4)
Computed based on currents assets over current liabilities as at each year end.
(5)
Computed based on total loans and borrowings over total equity attributable to
owners of the Company as at each year end.
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I Registration No.: 201801023077 (1285096-M) I
The normal credit period granted by us to our customers is between 30 to 120 days from
the date of invoice.
Our trade receivables turnover days increased from 73 days in FYE 2018 to 90 days in FYE
2020 mainly due to slower collections from our customers.
Our Group's total net trade receivables past due as at 31 August 2020 is RM2.65 million,
representing 40.7% of its total net trade receivables. Subsequent to 31 August 2020 and up
to LPD, we have collected RM5.21 million, representing 80.1% of the net trade receivables
as at 31 August 2020.
We have not encountered any major disputes with our debtors. With respect to overdue
debts, we have generally been able to collect payment eventually. As such, our
management is of view that the overdue trade receivables are recoverable. We closely
monitor the recoverability of our overdue trade receivables on a regular basis, and when
required, provide for impairment of these trade receivables.
Generally, we will review the impairment of overdue trade receivables. We will also assess
the adequacy of impairment loss allowance on overall trade receivables balance at every
reporting period based on our historical collection experience.
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I Registration No.: 201801023077 (1285096-M) I
Our allowance for impairment gain on trade receivables for the financial years under review
are as follows:
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Impairment gain on trade
receivables 2 13 2
The above impairment gain was mainly due to reversal of impairment loss resulting from
the calculation of the yearly expected credit loss on our trade receivables.
Trade payables are recognised at their original invoice amounts which represent their fair
value on initial recognition. Most of our suppliers require upfront payment or cash on
delivery, while other suppliers grant us credit terms ranging from 30 to 180 days from the
date of invoice.
Approximately 43.4% to 61.1 % of our total purchases for the financial years under review
are cash purchases. Our Group's trade payables turnover days were computed based on
credit purchases.
Our Group's trade payables turnover days increased from 84 days in FYE 2018 to 106 days
in FYE 2019 and decreased to 102 days in FYE 2020. The increase in trade payables
turnover days in FYE 2019 was mainly due to working capital management to match the
timing of our collections and payment.
As at LPD, we have settled RMO.20 million, representing 98.0% the total outstanding trade
payables as at 31 August 2020. There are no disputes in respect of trade payables and no
legal action has been initiated by our suppliers to demand for payment.
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I Registration l\lo.: 201801023077 (1285096-M) I
Our Group's inventories mainly consist of raw materials used for the manufacturing of our
die-cutting moulds.
Our inventory turnover days increased from 261 days as at 31 August 2018 to 364 days as
at 31 August 2020 mainly due to higher amount of inventory purchased. We purchase more
raw materials during favorable conditions such as strengthening of RM against foreign
currencies or when our suppliers offer us bulk purchase discounts as a means to manage
our overall production cost. We are able to maintain a high stockholding level as our raw
materials are non-perishable in nature.
Audited
RM'OOO
Purchased materials
• 12 months or less 2,673
• Between 13 months and 24 months 1,450
• Between 25 months and 36 months 673
4,796
Materials which are more than 12 months mainly consist of steel rules and base board
which are still usable.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
Inventories written down due 321 37 61
to slow-moving
Audited
31 August 31 August 31 August
2018 2019 2020
RM'OOO RM'OOO RM'OOO
Current assets 29,417 19,875 23,762
Current liabilities (3!350~ (8!525~ (3!630~
Net current assets 26,067 11,350 20,132
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I Registration No.: 201801023077 (1285096-M) I
Our current ratio decreased to 2.3 times as at 31 August 2019 mainly due to the purchase
of our factory located at Jalan Kelang Lama, Kuala Lumpur amounting to RM20.00 million
where we have partially paid RM10.50 million in cash and utilised overdraft facility of
RM6 .00 million as at 31 August 2019. This resulted in a decrease in our current asset as
well as an increase in our current liabilities.
Our current ratio improved to 6.5 times as at 31 August 2020 as the overdraft facility
utilised for acquisition of the said factory in FYE 2019 was repaid and we drew down a new
term loan of RM6.00 million, which was mainly captured under non-current liabilities.
The current ratios above 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
31 August 31 August 31 August
2018 2019 2020
RM'OOO RM'OOO RM'OOO
Total loans and borrowings 8,218 12,470 12,037
Total equity 25,288 34,987 37,505
Our gearing ratio remains stable at 0.3 times as at 31 August 2018, 0.4 times as at 31
August 2019 and 0.3 times as at 31 August 2020.
There were no government, economic, fiscal or monetary policies or factors which have
materially affected our financial performance during the financial years under review.
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.
Our financial performance during the financial years under review was not significantly
affected by the impact of inflation. However, there is no assurance that our business will
not be adversely affected by the impact of inflation in the future.
177
I Registration No.: 201801023077 (1285096-M)
Financial liabilities
Trade payables 3 43 1 47
3 43 1 47
(i) Our foreign currency trade and other receivables represent only 18.1% of our total
trade and other receivables of RM6.58 million as at 31 August 2020;
(ii) Our foreign currency cash and short-term deposits represent only 9.8% of our total
cash and short-term deposits of RM8.34 million as at 31 August 2020; and
(iii) Our foreign currency trade and other payables represent 4.5% of our total trade and
other payables of RMl.04 million as at 31 August 2020.
As at LPD, we do not enter into forNard exchange contracts to hedge foreign currency risks.
However, we monitor foreign exchange fluctuations on an on-going basis to ensure that
our net foreign currency exposure is at an acceptable level.
Audited
FYE 2018 FYE 2019 FYE 2020
RM'OOO RM'OOO RM'OOO
EBIT 9,501 (2)7,731 8,424
Finance costs 275 372 572
Notes:
(1)
computed based on EBIT over finance costs for the financial years under review.
(2)
Adjusted to exclude gain on disposal of properties in FYE 2019.
Interest coverage ratio measures the number of times a company can make its interest
payments with its EBIT.
178
IRegistration No.: 201801023077 (1285096-M)
The interest coverage ratio of our Group was between 14.7 to 34.5 times for FYE 2018 to
2020, indicating that we have been able to generate sufficient profits from operations to
meet its interest serving obligations.
Our Group's financial results for the financial years under review were not materially
affected by fluctuations in interest rates. However, major increase in interest rates would
raise the cost of borrowings and our finance costs, which may have an adverse effect on
the performance of our Group.
We were not directly affected by fluctuations in commodity prices for FYE 2018 to 2020.
(i) Our revenue will remain sustainable with an upward growth trend, in line with the
growth in the die-cutting tools manufacturing industry as set out in the IMR Report;
(ii) 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 7.18; and
(iii) Our capital resources will strengthen, conSidering the proceeds to be raised from the
IPO 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 the financial years under review, including our segmental
analysis of revenue and profitability, the following trends may continue to affect our
business:
(i) 83.4% to 86.9% of our revenue was derived from manufacturing activities. We
expect this segment to continue contributing significantly to our revenue in the future;
(ii) The main components of our cost of sales are purchases of 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
(iii) We achieved a GP margin of 47.4%, 47.1% and 50.4% for FYE 2018, FYE 2019 and
FYE 2020 respectively. We hope to maintain our GP margin within the same range in
the future. This would depend on, amongst others, our continued ability to manage
our costs efficiently and our revenue segmentation in the future.
179
I Registration No.: 201801023077 (1285096-M)
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:
(i) Known trends, demands, commitments, events or uncertainties that have had or that
we reasonably expect to have, a material favourable or unfavourable impact on our
financial performance, position and operations other than those discussed in Sections
7.6, 12.2.1(xi), 12.2.2, 12.8, 12.9 and 12.10;
(ii) Material commitments for capital expenditure other than those disclosed in Section
12.6.1;
(iii) Unusual, infrequent events or transactions or any significant economic changes that
have materially affected our financial performance, position and operations save as
discussed in Sections 7.6, 12.2.1(xi), 12.2.2, 12.8, 12.9 and 12.10;
(iv) Known trends, demands, commitments, events or uncertainties that have resulted in
a substantial increase in our revenue save for those that had been discussed in
Sections 7.6, 12.2.1(xi), 12.2.2, 12.8, 12.9 and 12.10; and
(v) Known trends, demands, commitments, events or uncertainties that are reasonably
likely to make our historical financial statements not necessarily indicative of the
future financial performance and position other than those discussed in Sections 7.6,
12.2.1(xi), 12.2.2, 12.8, 12.9 and 12.10.
During the initial MCO period (i.e. from March to May 2020), our revenue from sales of die-
cutting moulds and tools declined by 30.0% (for local sales) and 34.0% (for overseas
sales), as compared to the same period for FYE 2019. However, our sales have gradually
rebounded from June 2020, as evidenced from our revenue increasing by 6.0% from June
2020 up to September 2020, compared to the same period in FYE 2019.
In view of the above, our Board is optimistic about the future prospects of our Group given
our competitive strengths and business strategies as set out in Sections 7.17 and 7.18
respectively.
We do not maintain an order book as we generate sales of our products by way of receipt
of purchase orders from our customers on an ongoing basis.
Our Company presently does not have any formal dividend policy. 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. Save for
compliance with the solvency requirement under the Act, which is applicable to all Malaysian
companies, and consent from our financiers as set out in the respective facility agreements,
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.
180
I Registration No.: 201801023077 (1285096-M)
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.
Actual dividends proposed and declared may vary depending on the financial performance
and cash flows of our Group, and may be waived if the payment of the dividends would
adversely affect the cash flows and operations of our Group.
Save for compliance with the solvency requirement under the Act, which is applicable to all
Malaysian companies, and consent from the financiers of our Group as set out in the
respective facility agreements, there are no legal, financial, or economic restrictions on the
ability of our Group to transfer funds in the form of cash dividends, loans or advances to us.
181
I Registration No.: 201801023077 (1285096-M) I
(ii) After adjusting for the effects of the Acquisitions and Public Issue including utilisation
of proceeds from the Public Issue.
CEKD I II III
After II
and
AfterIand utilisation
As at 31 After Public of
October 2020 Acquisitions Issue proceeds
RM'OOO RM'OOO RM'OOO RM'OOO
Capitalisation
Shareholders' equity (38) 36,004 [e] [e]
Total capitalisation (38) 36,004 [e] [e]
Indebtedness(l)
Current
Loans and borrowings 626 626 [e]
Lease liabilities 37 37 [e]
Non-current
Loans and borrowings 11,225 11,225 [e]
Lease liabilities 107 107 [e]
Total capitalisation
and indebtedness (38) 47,999 66,212 [e]
Notes:
(1)
All of our indebtedness are secured.
(2)
Calculated based on the total indebtedness divided by the total capitalisation.
182
I Registration No.: 201801023077 (1285096-M)
I~ ECOVIS~
CEKDBERHAD
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
201801023077 (1285096-M)
ACCOUNTANTS' REPORT ON
COMBINED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEARS ENDED
31 AUGUST 2018, 2019 AND 2020
ECOVIS MALAYSIA PL T
201404001750 (LLP0003185-LCA) & AF 001825
Chartered Accountants
WWW.NDvis.rom. my
183
I Registration No.: 201801023077 (1285096-M)
Dear Sirs
Opinion
We have audited the financial statements of CEKD Berhad (formerly known as Print & Pack
Solution Group Berhad) (the " Company") and its combining entities (coJlectively the "Group"),
which comprises the comb lned statements of financial position as at 31 Au gust 2018, 31 August 2019
and 31 August 2020, the combined statements of comprehensive income, combined statements of
changes in equity and combined statements of cash flow for each of the financial years then ended, and
a summary of significant accounting policies and other explanatory notes as set out on page 8 to 98,
This historical combined financial statements of the Company have been prepared solely for inclusion
in the prospectus to be issued in relation to the proposed initial public offering and listing of and
quotation for the entire enlarged issued and paid - up ordinary shares of the Company on the AC E
Market of Bursa Malaysia Securities Berhad (the "Prospectus"),
In our opinion, the accompanying combined financial statements of the Company gives a true and fair
view of the financial positions of the Group as at 31 August 20 18, 31 August 2019 and 3 1 August 2020,
and of their financial performance and their cash flows for each ofthe financial years ended 31 Au gust
2018, 31 August 2019 and 31 August 2020 in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and paragraph 10,05 of Chapter 10, Part II
Division 1: Equity of the Prospectus Guidelines as issued by the Securities Commission Malaysia,
ECOVIS MALA YSIA PLT 20140400175 0 (LLP0003 185-LCA) & AF 001825 Chartered Accountants, No 9-3, Jalan I09F, Plaza Danau 2, Taman Danau Desa,
58100 Kuala Lumpur, Malaysia Phone: +60(3) 798 1 1799 Fax: +60(3) 7980 4796 E-Mail: kuaJa-lumpu r@ecovis com .my
A member of ECOVIS International, a network oft a, advisors, accountants, auditors an d lawyers, operatin g in more tban 60 count ries across 6 continents,
ECOVIS Internati onal is a Swiss aSSOCiation. Each Member Firm is an independent legal enti ty in its OWI1 country aod is only Iiabl e fo r its o\\'n acts or omi ssions,
not those of any oth er entit y. ECOVIS MALAYSI A I'LT is a Malaysian member finn of ECOVIS Int ernational.
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I Registration No.: 201801023077 (1285096-M)
( : ECOVIS
Independence and Other Ethical Responsibilities
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 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.
The Directors of the Company are responsible for the preparation of combined financial statements of
the Company that gives 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 combined financial
statements of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements of the Company, the Directors are responsible for
assessing the Group ' s 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 to cease operations, or has no realistic alternative but to do so.
Reporting Accountants ' Responsibilitiesfor the Audit of the Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the combined financial statements of
the Company as a whole is free from material misstatement, whether due to fraud or error, and to issue
a 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
ISAs 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 basis of these combined financial statements .
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we exercise
professional judgment and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the combined financial statements of the
Company, 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.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's internal control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
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185
I Registration l'Jo.: 201801023077 (1285096-M)
I~ ECOVIS
Reporting Accountants ' Responsibilities for the Audit of the Combined Financial Statements (cont'd)
As part of an aud it in accordance with approved standards on auditing in Malaysia and ISAs, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also: (cont'd)
(d) Conclude on the appropriateness of the Directors ' use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on of the Group ' s ability to continue as a going
concern. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our
auditors ' report to the related disclosures in the combined financial statements of the Company
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 .
(e) Evaluate the overall presentation, structure and content of the combined financial statements of
the Company, including the disclosures, and whether the combined financial statements of the
Company represents the underlying transactions and events in a manner that achieves fair
presentation .
(f) 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 statements
of the Company. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion .
We communicate with the Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identifY during our audit.
186
I Registration No.: 201801023077 (1285096-M)
CEKDBERHAD
(Formerly known as Prim & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
ACCOUNTANTS'REPORT
ABBREVl ATJONS
Unless the context otherwise requires, the following definitions shall apply throughout this report:
General
Acquisition of Hotstar Acquisition by CEKO of the entire equity interest of Hotstar for a
purchase consideration of RM5,633,500, wholly satisfied by the
issuance of23,670,168 new Shares at an issue price of RMO.238 each,
which was completed on [.]
Acquisition of Sharp OCM Acquisition by CEKO of the entire equity interest of Sharp OCM for
a purchase consideration of RM28,634,400, wholly satisfied by the
issuance of 120,312,605 new Shares at an issue price of RMO.238
each, which was completed on [.]
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187
I Registration No.: 201801023077 (1285096-M)
CEKDBERHAD
(Fonnerly known as Print & Pack Solution Group Berhad )
(Incorporated in Malaysia)
Registration no. 201801023077 ( 1285096-M)
ABBREVIATIONS (CONT'D)
Unless the context otherwise requires, the following definitions shall apply throughout this repoJ1:
(cont' d)
General (cont'd)
IC Interpretation Committee
IC Int IC Interpretation
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188
I Registration No.: 201801023077 (1285096-M)
CEKDBERHAD
(Fomlerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (I 285096-M)
Unless the context otherwise requires, the following definitions shall apply throughout this report:
(cont'd)
General (cont'd)
Proposed Listing Proposed Listing on the ACE Market of Bursa Malaysia Securities
Berhad
Share Isuance Share issuance and allotment of 127 new Shares to shareholders of
CEKD for a total consideration ofRM13, which was completed on 25
November 2020
EUR Euro
RM Ringgit Malaysia
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189
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180J023077 (1285096-M)
Assets
Non-current assets
Property, plant and equipment 7 27,223 ,831 27,123,241 6,336,983
Investment properties 8 460,924
Investment in an associate 9
Goodwill on consolidation 10 453,570 453,570 453 ,570
Other investments II 2,859,980 2,947,358
.Current assets
Tnventories 12 4,796,039 4,346,686 4,236, 147
Trade receivables 13 6,486,313 6,463,955 7,418,117
Other receivables, deposits and prepayments 14 719,081 2,048,668 1,081,158
Amount owing by an associate 15 151 ,770
Amount owing by related parties 16 6,000 7,083,777
Tax recoverable 670,642 254,234
Fixed deposits with licensed bank 17 3,416,816 3,328,800 3,223,324
Cash and bank balances 8,344,115 3,008,935 3,351,611
23,762,364 19,873,686 26,800,138
Assets classified as held for sale 18 2,617,078
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190
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Foffilerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malays ia)
Registration no. 20180 I023077 (I 285096-M)
Non-current liabilities
Loans and borrowings 21 12,261,325 6,053,449 7,576,115
Deferred tax liabilities 22 902,184 833,018 454,112
Current liabilities
Trade payab1es 23 205,235 620,882 573,823
Other payables and accruals 24 2,047,920 1,452,312 1,628,384
Amount owing to a Director 25 32,508 20,508
Loans and borrowings 21 1,084,889 6,415,464 640,757
Tax payable 260,301 15 ,325 507,463
The accompanying notes form an integral part of these combined financial statements.
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191
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20 180 I023077 ( 1285096-M)
The accompanyi ng notes fonn an integral part of these combined financial statements.
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192
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(FOnllerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
•No n-distributa
Attributable to owners of the Group
ble Distributable
•
Invested Retained Non-controlling Total
equity earnings Total interests equity
RM RM RM RI\1 RM
The accompanying notes form an integral part of these combined financial statements.
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193
IRegistration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration 110. 20180 I 023077 (1285096-M)
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194
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (l285096-M)
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195
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 1023077 (J 285096-M)
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196
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack So lution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20 180 I 023077 ( 1285096-M )
The Group made the following cash payments to purchase property, plant and equipment:
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197
IRegistration No.: 201801023077 (1285096-M)
13. ACCOUNTANTS' REPORT (Cont'd)
CEKD Berhad
(Formerl y knovm as Print & Pack Solution Group Berhad)
(In corporated in Malaysia)
Registratiollllo. 20 180 1023077 ( 1285096-M)
.. Non-cash changes •
Acquisition Finance
of su bsidiaryl charges
At combining Acquisition recognised in Net At
1 September entities of new lease profit 0 r loss cash flows 31 August
RM RM RM RM RM RM
2019
Amount owing to a Director 20,508 20,508
Lease liabilities 79,685 40,000 4,3 07 (26,330) 97,662
Term loans 7,775 ,402 209,530 (1,663,957) 6,320,975
7,855,087 40,000 213,837 (1,669,779) 6,439,145
2018
Amount owing to related parties 24,168 (24,168)
Amount owing to a Director 17,873 ( 17,873)
Lease liabilities 57,042 1,603,097 80,000 67,224 ( 1,727,678) 79,685
Tenn loans 7,977,172 279,194 34,242 (515,206) 7,775,402
8,076,255 1,882,29 1 80,000 101,466 (2,284,925) 7,855,087
The accompanying notes form an integral part of these combined financial statements.
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198
I Registration No.: 201801023077 (1285096-M)
CEKDBerhad
(Follller] y known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20] 80 I 023077 (l285096-M)
CEKD Berhad (formerly known as Print & Pack Solution Group Berhad) (the "Company") was
incorporated on 27 June 2018 under the Companies Act 2016 as a public limited liability company. The
Company is domiciled in Malaysia.
On 4 February 2020, the Company changed its name from Print & Pack Solution Group Berhad to CEKD
Berhad.
The registered office of the Company is located at No.7-I, lalan 109F, Plaza Danau 2, Taman Danau Desa,
58100 Kuala Lumpur. The principal place ofbusiness is located at No. I 0, lalan 1/ 137B, Resource Industrial
Centre, Batu 5, lalan Kelang Lama, 58200 Kuala Lumpur.
The principal activity of the Company is investment holding. The Company was incorporated to be the
holding company for the restructured group pursuant to the internal restructuring exercise as disclosed in
Note 2 to this report.
2. RESTRUCTURING EXERCISE
For the purpose of its Proposed Listing on the ACE Market of Bursa Securities ("Proposed Listing"), the
Company undertook a restructuring exercise via the acquisition of Sharp DCM Group and Hotstar
(collectively known as "Group').
The Company was incorporated as a special purpose investment holding vehicle to hold the combining
entities pursuant to an internal restructuring.
On 7 December 2020, CEKD entered into a conditional share sale agreement with CEKD Holding to
acquire the entire equity interest in Sharp DCM for a total purchase consideration of RM28,634,400 to be
satisfied by issuance of 120,3 12,605 new ordinary shares in CEKD at an issue price of RMO.238 per share
("Acquisition of Sharp DCM") . The Acquisition of Sharp DCM is conditional upon the approval of the
relevant authorities being obtained for the Proposed Listing.
On 7 December 2020, CEKD entered into a conditional share sale agreement with CEKD Holding to
acquire the entire equity interest in Hotstar for a total purchase consideration of RM5,633,500 to be satisfied
by issuance of 23,670, 168 new ordinary shares in CEKD at an issue price of RMO .238 per share
("Acquisition of Hotstar"). The Acquisition of Hotstar is conditional upon the approval of the relevant
authorities being obtained for the Proposed Listing.
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199
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no . 201801023077 (I 285096-M)
CEKD
100% I I 100%
100% I
Focuswin
CEKD and its combining entities are collectively known as "Group" in the combined financial statements
contained in this Accountants' Report.
This Report comprises solely the audited combined financial statements of the combining entities for the
FYE 31 August 2018,2019 and 2020.
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200
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
The relevant financial years of the audited financial statements presented for the purpose of this report
("Relevant Financial Years/Period") and the statutory auditors of the respective companies within the
Group are as follows:
The audited financial statements of combining entities within the Group for the Relevant Financial
Years/Period reported above were not subject to any qualification or modification.
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201
I Registration No.: 201801023077 (1285096-M)
CEKDBerhad
(F onnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I023077 (1285096-M)
The combined financial statements have been prepared in accordance with Malaysian Financial Reporting
Standards ("MFRS") and International Financial Reporting Standards ("IFRS" ).
Entities under common control are entities which are ultimately controJled by the same parties and that
control is not transitory. Control exists when the same parties have, as a result of contractual agreements,
ultimate collective power to govern the financial and operating policies of each of the combining entities
so as to obtain benefits from their activities, and that ultimate collective power is not transitory. The
financial statements of common controlled entities are included in the financial statements from the day
that control commences until the date that control ceases.
The combined financial statements of the Group for the relevant period were prepared in a manner similar
to the " pooling-of-interest" method, as if the entities within the Group were operating as a single economic
enterprise from the beginning of the earliest comparative period covered by the relevant period from the
days the control commences, if later. Such manner of presentation reflects the economic substance of the
combining companies, which were under common control throughout the relevant years.
The combined financial statements consist of the financial statements of the Group as disclosed in page 8
to 99 of this report, which were under common control throughout the reporting periods by virtue of
common controlling shareholder, which is CEKD Holding.
CEKD Holding controlled Sharp DCM since FYE 2015 . During FYE 2018, Focuswin becomes a
wholly-owned subsidiary of Sharp DCM . In the same FYE, CEKD Holding completed the acquisition of
Hotstar.
The audited combined financial statements of the Group have been prepared as if the Group has operated
as a single economic entity throughout FYE 2018 to FYE 2020 and have been prepared from the books and
record s maintained by each entity. The combined financial statements of the Group have been audited by
Ecovis Malaysia PLT.
The financial information as presented in the combined financial statements do not correspond to the
consolidated financial statements of CEKD Holding, as the combined financial statements reflect business
combinations under common control for the purpose of the Proposed Listing. Consequently, the financial
information from the combined financial statements do not purport to predict the financial positions, results
of operations and cash flows of the combining entities during the reporting periods.
The combined financial statements are prepared under the historical cost convention except otherwise
indicated in the summary of significant accounting policies.
The accounting policies set out in Note 5.3 of this report have been applied in preparing the combined
financial statements for the FYE 2018, 2019 and 2020.
The combined financial statements are presented in RM, which is also the functional currency of the Group.
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202
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly knovVll as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no. 20180 J023077 (128S096-M)
5.1 Adoption of new MFRS, amendments/improvements to MFRSs and new IC Interpretation ("IC Int")
The Group has adopted the following new MFRS, amendments/improvements to MFRSs and new IC Int that
are mandatory for FYE 2020:
• MFRS J 6, 'Leases'
• Amendments to MFRS 3, 'Business Combinations' and MFRS II , 'Joint Arrangements' - Previously
Held Interest in a Joint Operation
• Amendments to MFRS 9, 'Financial Instruments' - Prepayment Features with Negative Compensation
• Amendments to MFRS II, 'Joint Arrangements' - Previously Held Interest in a Joint Operation
• Amendments to MFRS 112, 'Income Taxes' -Income Tax Consequences of Payments on Financial
Instruments Classified as Equity
• Amendments to MFRS 119, ' Employee Benefits' - Plan Amendment, Curtailment or Settlement
• Amendments to MFRS 123, 'Borrowing Costs' - Borrowing Costs Eligible for Capitalisation
• Amendments to MFRS 128, 'Investments in Associates and Joint Ventures' - Long Tenn Interests in
Associates and Joint Ventures
• IC Interpretation 23, ' Uncertainty over Income Tax Treatments'
The Group has early adopted the Amendments to MFRS 16: COVlD-19 - Related Rent Concessions, which
is effective for annual periods beginning on or after I June 2020.
The adoption ofthe above new MFRS, amendments/improvements to MFRSs and new IC Int did not have any
significant effect on the combined financial statements of the Group and did not result in significant changes
to the Group's existing accounting policies, except for those as discussed below:
MFRS J 6 sets out the principles for the recognition, measurement, presentation and disclosure of leases and
requires lessees to account for all leases under a single on-balance sheet model. MFRS 16 eliminates the
distinction between the fmance and operating leases for lessees. All leases will be brought onto the statement
of financial position except for short-teon and low-value asset leases. Lessor accounting under MFRS 16 is
substantiaJly the same as the accounting under MFRS 117. Lessors will continue to classify all leases using the
same classification principle as in MFRS 117 and distinguish between two types of leases: operating and
finance leases.
The Group adopted MFRS 16 retrospectively from 1 September 2019 using the modified retrospective
approach and has not restated the comparative information as pennitted under the standard. The
reclassifications and adjustments arising from the new leasing rules are therefore recognised in the opening
balance of combined statements of financial position as at I September 2019.
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203
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Grou p Berhad)
(Tncorporated in Malaysia)
Registration no. 20 J80 J 023077 ( J285096-M)
5.1 Adoption of new MFRS, amendments/improvements to MFRSs and new JC Interpretation ("IC Int")
(cont'd)
The following is a reconciliation of total operating lease commitments as at 31 August 2019 to the lease
liabilities recognised at I September 2019:
RM
Discounted using the incremental bon'owing rate as at date of initial application 1,417,098
Finance lease liabilities recognised in the previous year 97,662
The incremental borrowing rate and interest rate implicit in lease applied by the Group to loans and
borrowings as at I September 2019 ranges from 5. 1% to 5.5% and 2.46% to 2.99%.
The following table presents the impact of changes to the combined statements of financial position of the
Group resulting from the adoption of MFRS 16 as at 1 September 2019:
As at Effects of As at
31 August adoption of 1 September
2019 MFRS 16 2019
RM RM RM
Group
Non-current assets
Property, plant and equipment 27, 123 ,241 1,367,669 28,490,910
Equity
Retained earn ings 32,636,887 (49,429) 32,587,458
Non-current liabilities
Loans and borrowings 6,053,449 1,050,603 7,104,052
Current liabilities
Loans and borrowing:; 6,415 ,464 366,495 6,781.959
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204
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(lncorporated in Malaysia)
Registration no. 20 J80 I 023077 (J 285096-M)
5.1 Adoption of new MFRS, amendments/improvements to MFRSs and new IC Interpretation ("IC Int")
(cont'd)
(a) Right-of-use assets comprise leased buildings and motor vehicles under finance lease agreement.
Subsequent to the initial recognition, the right-of-use assets are measured at cost less any
accumulated depreciation, accumulated impairment losses and adjusted for any remeasurement of
lease liabilities.
(b) Motor vehicles under finance lease which were previously classified as plant and equipment are now
recognised as part of right-of-use assets.
(c) Lease liabilities are recognised and measured applying interest rate implicit in the lease. Subsequent
to the initial recognition, the Group measures lease liabilities by increasing the carrying amounts to
reflect interest on the lease liabilities, reducing the carrying amount to reflect lease payments made
and remeasuring the carrying amounts to reflect any reassessment or lease modi fication.
Other than the above, the lease payment for plant and equipment expiring within 12 months from date of
transition and those ofJow value underlying assets are recognised as an expense on a straight line basis over
the remaining lease term during the current financial period.
On the adoption of the Amendments to MFRS 16, the Group applies the practical expedients not to treat a
COVID-19 related rent concession from a lessor as a lease modification ifall of the following conditions are
met:
(i) The change in lease payments results in revised consideration for the lease that is substantially the same
as or less than the consideration for the lease immediately preceding the change;
(ii) The reduction in lease payments affects onJy payments due on or before 30 June 2021; and
(iii) There is no substantive change to other terms and conditions of the lease.
The Group accounts for such COVID-19 related rent concession as a variable lease payment in the year in
which the event or condition that triggers the reduced payment occurs and accordingly recognised in profit or
loss.
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205
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fom1erl y known as Print & Pack Solution Group Berhad)
(Incorpo rated in Malaysia)
Registration no . 20180 I 023077 (I285 096-M)
5.2 New MFRS, amendments/improvements to MFRSs and new IC Interpretations that have been issued,
but not yet adopted
The following are new MFRSs, amendments, improvements to MFRSs and new IC Int that have been iss ued
by the Malays ian Accounting Standards Board ("MASB") but are not yet effective and have not been
adopted by the Group. The Group intend to adopt these standards, amendments to published standards and
IC Int, if applicable, when they become effective for the following financial period:
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206
I Registration No.: 201801023077 (1285096-M)
CEKDBerhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20 J80 I023077 (J 285096-M)
5.2 New MFRS, amendments/improvements to MFRSs and new IC Interpretations that have been issued,
but not yet adopted (cont'd)
The following are new MFRSs, amendments, improvements to MFRSs and new IC Int that have been issued
by the Malaysian Accounting Standards Board ("MASB") but are not yet effective and have not been
adopted by the Group. The Group intend to adopt these standards, amendments to published standards and
IC Int, if applicable, when they become effective for the following financial period: (cont'd)
• MFRS 17, 'Insurance Contracts' and Amendments to MFRS 17, ' Insurance Contracts '
• Amendments to MFRS 101, 'Presentation of Financial Statements' - Classification of Liabilities as
CUtTent or Non-cun'ent
• Amendments to MFRS 10, 'Consolidated Financial Statements' and MFRS 128, ' Investments in
Associates and Joint Ventures' - Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
The initial application ofthe abovementioned new MFRS, amendments/improvements to MFRSs and new
IC Int, where applicable, are not expected to have any material financial impact to the financial statements
of the Group.
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207
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fomlerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (I 285096-M)
(a) Basisofcombination
Common control business combination outside the scope of MFRS 3, 'Business Combinations'
("MFRS 3")
A business combination involving entities under common control is a business combination in which
all the combining entities or businesses are ultimately controlled by the same party or parties both
before and after the business combination, and that control is not transitory. A business combination
involving common control entities, are outside the scope of MFRS 3. For such common control
business combinations, the merger accounting principles are used to include the assets, liabilities,
results, equity changes and cash flows ofthe combining entities in the combined financial statements.
The Group is regarded as a continuing entity as mentioned in Note 36 of this report since the
management of all the combining entities which took part were managed by the common shareholders
before and immediately after the restructuring exercise in Note 2. Accordingly, the financial
information have been prepared on the basis of merger accounting.
In applying merger accounting, financial statement line items of the combining entities or businesses
for the reporting period in which the common control combination occurs, and for any comparative
periods disclosed, are included in the combined financial statements of the combining entity as if the
combination had occurred from the date when the combining entities or businesses first came under
the control of the controlling party or parties.
A single uniform set of accounting policies is adopted by the combining entities. Therefore, the assets,
liabilities and equity ofthe combining entities or businesses are recognised at the carrying amounts in
the combined financial statements of the controlling party or parties prior to the common control
combination. The carrying amounts are included as if such combined financial statements had been
prepared by the controlling party, including adjustments required for confonning to the Company's
accounting policies and applying those pol icies to all years presented. There is no recognition of any
goodwill or excess of the acquirer's interest in the net fair val ue of the acquiree's identifiable assets,
liabilities and contingent liabilities over cost at the time of the common control combination. The
effects of all transactions between the combining entities or businesses, whether occurring before or
after the combination, are eliminated in preparing the combined financial statements of the combining
entity.
Non-controlling interests are identified separately from the Group's equity therein. On an acquisition-
by-acquisition basis, non-controlling interests may be initially measured either at fair value or at their
proportionate share of the fair value ofthe acquiree's identifiable net assets. Subsequent to acquisition,
the can')'ing amount of non-controlling interests is the amount of those interests at initial recognition
plus the non-controlling interests' share of subsequent changes in equity. Losses in the combining
entity are attributed to non-controlling interests even if this results in the non-controlling interests
having a deficit balance.
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208
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly knovm as Print & Pack Solution Group Berbad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 ( 1285096-M)
Common control business combination outside the scope of MFRS 3, 'Business Combinations'
("MFRS 3") (cont'd)
The combined financial statements were prepared based on the audited financial statements of
combining entities which were prepared in accordance with MFRS and IFRS for the purpose of
combination. The combining entities maintain their accounting records and prepare the relevant
statutory financial statements in accordance with MFRS, [FRS and the requirements of the Act in
Malaysia.
The Group resulting from the restructuring exercise as disclosed in Note 2, is made up by two entities
under common control. Accordingly, the combined financial statements have been accounted for using
the principles of merger accounting where financial statements I ine items of the merged entities for
the reporting periods in which the common control combination occur are included in the combined
financial statements of the Group as if the combination had occurred from the date when the merged
entities first came under the control of the same shareholders.
Subsidiaries are entities, including unincorporated entities, controlled by the Company. The
financial statements of subsidiaries are incl uded in the combined financial statements from the
date that control commences until the date that control ceases.
Control is achieved when the Group is exposed to, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over
the investee. In assessing control, potential voting rights that presently are exercisable are taken
into account.
The Group also considers it has de facto power over an investee when, despite not having the
majority of voting rights, it has the current ability to direct the activities of the investee that
significantly affects the investee's return. When the Group has less than a majority of the voting
or simi lar rights of an investee, the Group considers all relevant facts and circumstances in
assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Group's voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control.
- 27 -
209
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly knovl'l1 as Print & Pack Solution Group Berhad)
(fncorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
Investments in subsidiaries are measured in the Company's separate financial statements at cost
less any impairment losses, unless the investment is held for sale (accounted for in accordance
with MFRS 5, 'Non-current Assets Held for Sale and Discontinued Operations ' ) or distribution.
The cost of investment includes transaction costs.
The policy for the recognition and measurement of impairment losses is in accordance with
Note S.3(h) to this report. On disposal, the difference between the net disposal proceeds and its
carrying amount is recognised as gain or loss on disposal in profit or loss.
Business combinations are accounted for using the acquisition method from the acquisition date,
which is the date on which control is transferred to the Group. The cost of an acquisition is
measured as the aggregate of the consideration transferred measured at acquisition date fair
value and the amount of any non-controlling interests in the acquiree. Acquisition-related costs
are expensed as incurred and included in administrative expenses.
For each business combination, the Group elects whether to measure the non-controlling interest
in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets.
When the Group acquires a business, it assesses the financial assets and financial liabilities
assumed for appropriate classification and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the acquisition date.
If the business combination is achieved in stages, the previously held equity interest is
remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit
or loss. It is then considered in the determination of goodwill.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value
at the acquisition date. Contingent consideration classified as an asset or liability that is a
financial instrument and within the scope ofMFRS 9, 'Financial Instruments ' ("MFRS 9") is
measured at fair value with changes in fair value recognised either in profit or loss or as a change
to other comprehensive income. lfthe contingent consideration is not within the scope ofMFRS
9, it is measured in accordance with the appropriate MFRS. Contingent consideration that is
classified as equity is not remeasured and subsequent settlement is accounted for within equity.
Changes in the Company' s ownership interest in a combining entity that do not result in a loss
of control are accounted for as equity transactions between the Group and its non-controlling
interest holders. Any difference between the amount by which the non-controlling interests are
adj usted and the fair value of the consideration paid or received are recognised directly in equity
and attributable to the equity holders of the Company.
- 28 -
210
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fomlerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
Upon the loss of control of a combining entity, the Group derecognises the assets and liabilities
of the former combining entity, any non-controlling interests and the other components of equity
related to the former combining entity from the consolidated statements of financial position.
Any surplus or deficit arising on the loss of control is recognised in profit or loss . If the Group
retains any interest in the fonner combining entity, then such interest is measured at fair value
at the date the control ceases. Subsequently it is accounted for as an equity-accounted investee
or as an equity instrument at fair value through other comprehensive income ("FYTOCI")
depending on the level of influence retained.
Non-controlling interests at the end of the reporting period, being the equity in a combining
entity not attributable directly or indirectly to the equity holders of the Company, are presented
in the consolidated statements of financial position and statements of changes in equity,
separately from equity attributable to equity holders of the Company. Non-controlling interests
in the results of the Group is presented in the consolidated statements of comprehensive income
as an allocation of the profit or loss and the comprehensive income for the year between non-
controll ing interests and the equity holders of the Company.
Losses applicable to non-controlling interests in a combining entity are allocated to the non-
controlling interests even if doing so causes the non-controlling interests to have a deficit
balance.
Transactions with non-controlling interests are accounted for using the entity concept method,
whereby, transactions with non-controlling interests are accounted for as transactions with
owners. On acquisition of non-controlling interests, the difference between the consideration
and carrying amount of the share of the net assets acquired is recognised directly in equity. Gain
or loss on disposal to non-controlling interests is recogni sed directly in equity.
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated in preparing the combined financial statements.
(c) Goodwill
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of
goodwi II is reviewed for impairment annually or more frequently if events or changes in circumstances
indicate that the carrying amount may be impaired. The impairment value of goodwill is recognised
immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a
subsequent period. The policy for the recognition and measurement of impairment losses is in
accordance with Note 5.3(h) to this report.
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211
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
Under the acquisition method, any excess of the sum of the fair value of the consideration transfen'ed
in the business combination, the amount of non-controlling interests recognised and the fair value of
the Group's previously held equity interest in the acquiree (if any), over the net fair value of the
acquiree's identifiable assets and liabilities at the date of acquisition is recorded as goodwill.
Where the latter amount exceeds the former, after reassessment, the excess represents a bargain
purchase gain and is recognised as a gain in profit or loss.
Goodwill acquired in a business combination is from the acquisition date, allocated to each of the
cash-generating units ("CGU") or groups ofCGU of the Group that are expected to benefit from the
synergies of the combination giving rise to the goodwill irrespective of whether other assets or
liabilities of the acquiree are assigned to those units or groups of units.
All items of property, plant and equipment are initially recorded at cost. The cost of an item of
propelty, plant and equipment is recognised as an asset if, and only if, it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably.
Subsequent to initial recognition, property, plant and equipment are measured at cost less accumulated
depreciation and accumulated impairment losses.
When significant parts of property, plant and equipment are required to be replaced at intervals, the
Group recognises such parts as individual assets with specific useful lives and depreciate them
accordingly. Likewise, when a major inspection is perfonned, its cost is recognised in the carrying
amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied.
All other repair and maintenance costs are recognised in profit or loss as incurred.
Freehold land is not depreciated as it has indefinite useful life. All property, plant and equipment is
computed on the straight-line basis over the estimated useful Iives of the assets, at the following annual
rates:
Freehold building 5%
Leasehold land 46 years
Leasehold building 2%
Furniture and fittings, office equipment and signboard 10% - 25%
Electrical installation and renovation 10% - 33.33%
Plant and machinery, workshop equipment, tools and utensils 10% - 20%
Motor vehicles 20%
The carrying amounts of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying amount may not be recoverable. The pol icy for the
recognition and measurement ofimpainnent losses is in accordance with Note 5.3(h) to this report.
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212
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerl y known as Print & Pack Solu tion Group Berhad)
(Incorporated in Malaysia)
Reg istration no . 20 180 I023 077 ( 1285096-M)
The residual values, useful lives and depreciation method are reviewed at each financial year end, and
adj usted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if
any. and the net carrying amount is recogni sed in profit or loss.
Investment properties are freehold and leasehold land and building which are held either to earn rental
income or capital appreciation or for both, but not for sale in the ordinary course of business, use in
the productivity or supply of goods or services or for administrative purposes. Such properties are
measured initi ally at cost. Cost includes expenditure that is directly attributable to the acquisition of
the investment property. The cost of self-constructed investment property includes the cost of
materials and direct labour, any other cost directly attributable to bringing the investment property to
a working condition for their intended use and capitalised borrowing costs. Subsequent to the initial
recognition, investment properties are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. The policy for the recognition and measurement of impairment losses is in
accordance with Note 5.3(h) to this report.
No depreciation is provided on the freehold land as it has indefinite useful life. Depreciation of
freehold and leasehold investment properties are provided on the straight line basis to write off the
cost of investment properties to their residual value over their estimated useful li ves of the investment
properties.
Leasehold flat and factory are depreciated evenly over their remain.ing lease periods of Nil (2019: 43 ;
20 I 8: 44) years.
Investment properties are derecognised when they have been disposed off or when the investment
properties are permanently withdrawn from use and no future economic benefit is expected from their
disposals. The gain or loss ari sing from the retirement or disposal of an investment properties are
determined as the difference between the net disposal proceeds, if any, and the carrying amount of the
asset and is recognised in profit or loss in the period of the retirement or disposal.
Transfers are made to or from investment properties only when there is a change in use.
- 31 -
213
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration 110 . 201801023077 (l285096-M)
Associates are entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control
or joint control over those policies.
The Group's investment in associates is accounted for using the equity method. The associates are
equity accounted for from the date the Group gains significant influence or joint control until the date
the Group ceases to have significant influence over the associates.
Under the equity method, the investment in associates is initially recognised at cost. The carrying
amount of the investment is adjusted for changes in the Group's share of net assets of the associates
since the acquisition date.
The combined statement of profit or loss and other comprehensive income reflects the Group ' s share
of the results of operation of the associates. Any change in other comprehensive income of those
investees is presented as part of the Group's combined statement of profit or loss and other
comprehensive income. Where there has been a change recognised directly in the equity of the
associates, the Group recognises its share of such changes and discloses this, when applicable, in the
statement on changes in equity. Unrealised gains and losses resulting from the transactions between
Group and the associates are eliminated to the extent of the investment in associates. The aggregate
of the Group's share of profit or loss in associates is shown on the face of the statement of profit or
loss and other comprehensive income outside operating profit. The Group's share of profit or loss in
associates represents profit or loss after tax and non-controlling interest in the associates.
When the Group's share of losses in associates equals or exceeds its investment in associates,
including any long term interests that, in substance, form part of the Group's net investment in
associate, the Group does not recognise further losses, unless it has incurred obligations or made
payment on behalf of the associates.
After application of the equity method, the Group determines whether it is necessary to recognise an
impairment loss on its investments in its associates. The Group detennines at each reporting date
whether there is any objective evidence that the investment in associates is impaired. If there is such
evidence, the Group calculates the amount of impairment as the difference between recoverable
amount of the associates and its carrying amount, then recognises the amount in the 'share of result of
associates' on the face of the combined statement of profit or loss and other comprehensive income.
Upon loss of signi ficant influence over the associates, the Group measures and recognises any retai ned
investment at its fair value. Any difference between the carrying amount of the associates upon loss
of significant influence or joint control and the fair value of the retained investment and proceeds from
disposals is recognised in the statement of profit or loss and other comprehensive income.
- 32 -
214
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly knO"'~l as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
Transactions in foreign currencies are measured in the functional currency of the Group and are
recorded on initial recognition in the functional currency at exchange rates approximating those ruling
at the transaction dates. Monetary assets and Iiabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in
foreign currencies that are measured at historical cost are translated using the exchange rates as at the
dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at
fair value are translated using the exchange rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at
the reporting date are recognised in profit or loss. Exchange differences arising on the translation of
non-monetary items carried at fair value are included in the profit or loss for the financial year except
for the differences arising on the translation of non-monetary items in respect of which gains and
losses are recognised directly in equity.
The Group assesses at each reporting date whether there is an indication that an asset (except for
inventories and tax recoverable) may be impaired. If any such indication exists, the Group makes an
estimate of the asset's recoverable amount. For goodwill and intangible assets that have indefinite
useful lives or that are not available for use, the recoverable amount is estimated each period at the
same time.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows from continuing use CGU. Subject to an operating segment ceiling
test, for the purpose of goodwill impairment testing, CGU to which goodwill has been allocated are
aggregated so that the level at which impairment testing is perfonned reflects the lowest level at which
goodwill is monitored for internal reporting purposes. The goodwill acquired in a business
combination, for the purpose of impairment testing, is allocated to a CGU or a group of CGUs that
are expected to benefit from the synergies of the combination .
An asset's recoverable amount is the higher of an asset's fair value less costs to sell and its value-in-
use. Where the carrying amount of an asset or its related CGU exceeds its estimated recoverable
amount, the asset is written down to its recoverable amount.
In assessing value-in-use, the estimated future cash flows expected to be generated by the asset are
discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. In determining fair value less costs to
sell, recent market transactions are taken into account. If no such transactions can be identi fied, an
appropriate valuation model is used . These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded companies or other available fair value indicators.
- 33 -
215
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly kno,vn as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
Impairment losses are recognised in profit or loss except for assets that have been previously revalued
where the revaluation was taken to other comprehensive income. In this case, the impainnent is also
recognised in other comprehensive income up to the amount of any previous revaluation. Impainnent
losses recognised in respect of CGU are allocated first to reduce the carrying amount of any goodwill
allocated to the CGU and then to reduce the carrying amounts of the other assets in the CGU on a pro-
rated basis.
An impainnent loss in respect of goodwill is not reversed. In respect of assets other than goodwill, an
assessment is made at each reporting date as to whether there is any indication that previously
recognised impainnent losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to detennine the
asset's recoverable amount since the last impainnent Joss was recognised . An impairment loss is
reversed only to the extent that the asset ' s carryi ng amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impainnent loss had been
recognised previously. Such reversal is credited to profit or loss in the financial year in which the
reversal is recognised.
(i) Inventories
Inventories are stated at the lower of cost and net reali sable value.
Cost is determined using the weighted average cost fonnula. The cost includes cost of purchase and
other incidental expenses in binging the items into its present location and condition, if any.
Net realisable value is the estimated selling price in the ordinary course of business less estimated
costs of completion and the estimated costs necessary to make the sale.
U) Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the
combining entities become a paliy to the contractual provisions of the financial instrument.
When financial assets are initially recognised, they are measured at fair value, plus, in the case of
fmancial assets not at fair value through profit or loss ("FYTPL"), directly attributable transaction
costs.
The Group determines the classification of financial assets upon initial recognition . The measurement
for each classification of financial assets under MFRS 9 are as below:
Financial assets that are debt instruments are measured at amortised cost if they are held within a
business model whose objectives are to collect contractual cash flows and have contractual tenns
which give rise on specific dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
- 34 -
216
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (l285096-M)
The Group determines the classi fication of financial assets upon initial recognition. The measurement
for each classification of financial assets under MFRS 9 are as below: (cont'd)
Subsequent to initial recognition, financial assets measured at amortised cost using the effective
interest method. Gains or losses are recognised in profit or Joss through the amortisation process
and when the financial assets are impaired or derecognised.
a. At FVTOCI
Financial assets that are debt instruments are measured at FVTOCI if they are held within a
business model whose objecti ves are to collect contractual cash flows and selling the financial
assets, and have contractual tenns which give rise on specific dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets that are debt instruments are measured at
fair value. Any gains or losses arising from the changes in fair value of these financial assets
are recognised in other comprehensive income, except impairment losses, exchange
differences and interest income which are recognised in profit or loss. The cumulative gain or
loss previously recognised in other comprehensive income is reclassified from equity to profit
or loss as a reclassification adj ustment when the financial asset is derecognised.
b. At FVTPL
Financial assets that are debt instruments which do not satisfy the requirements to be measured
at amortised cost or FVTOCI are measured at FVTPL. The Group does not have any financial
assets measured at FVTOCI or FVTPL, except as disclosed in Note 39(i)(b) to this report.
Equity instruments are classified as financial assets measured at FVTPL if they are held for
trading or are designated as such upon initial recognition. Financial assets are classi fied as
held for trading if they are acquired principaJly for sale in the near term or are derivatives that
do not meet the hedge accounting criteria (including separated embedded derivatives). The
Group does not have any financial assets that are equity instruments.
Subsequent to initial recognition, financial assets that are equity instruments are measured at
fair value. Any gains or losses arising from the changes in fair value of these financial assets
are recognised in other comprehensive income and are not subsequently transferred to profit
or loss. Dividends on equity instruments are recognised in profit or loss when the Group' right
to receive payment is established.
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217
I Registration No.: 201801023077 (128S096-M)
CEKD Berhad
(F ormerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 ( I 285096-MJ
(iii) Derecognition
A financial asset is derecognised when the contractual right to receive cash flows from the asset
has expired. On derecognition of a financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any cumulative gain or loss that
had been recognised in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the marketplace
concerned. All regular way purchases and sales of financial assets are recognised or derecognised
on the settlement date, i.e. the date that the asset is delivered to or by the Group.
The Group assesses at each financial year end whether there has been a significant increase in
credit risk for financial assets by comparing the risk of default occurring over the expected life
with the risk of default since initial recognition.
In determining whether credit risk on a financial asset has increased significantly since initial
recognition, the Group uses historical experience and other supportive information to assess
deterioration in credit quality of a financial asset. The Group assesses whether the credit risk on a
financial asset has increased significantly on an individual or collective basis. For collective basis
evaluation, financial assets are grouped on the basis of similar risk characteristics.
The Group considers past loss experience and observable data such as current changes and future
forecasts in economic conditions to estimate the amount of expected impairment loss. The
methodology and assumptions including any forecasts offuture economic conditions are reviewed
regularly.
The amount of impainnent loss is measured as the probability-weighted present value of all cash
shOItfalls over the expected life of the financial asset discounted at its original effective interest
rate. The cash shortfall is the difference between all contractual cash flows that are due to the
Group and all the cash flows that the Group expects to receive. The carrying amount of the
financial asset is reduced through the use of an allowance account and the impainnent loss is
recognised in profit or loss . When a financial asset becomes uncollectible, it is written off against
the allowance account.
The Group measures the impairment loss on financial assets other than trade receivables based on
the two-step approach. If in a subsequent period, the credit quality improves and reverses any
previously assessed significant increase in credit risk since initial recognition, then the impairment
loss reverts from lifetime EeL to l2-months EeL.
For trade receivables, the Group measures impainnent loss based on lifetime EeL at each
reporting date until the financial assets are derecognised.
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218
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
(k) Financialliabilities
Financial liabilities are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability. All financial liabilities are measured
initially at fair value plus directly attributable costs, except in the case of financial liabilities at
FVTPL.
Financial liabilities are recognised in the statement of financial position when, and only when, the
Group becomes a party to the contractual provisions of the financial instrument. Financial
liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.
Financial liabilities at FVTPL include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at FVTPL.
Financial liabilities held for trading include derivatives entered into by the Group that do not
meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value
and subsequently stated at fair value, with any resultant gains or losses recognised in profit or
loss. Net gains or losses on derivatives include exchange differences.
The Group does not have any financial liabilities at FVTPL in the current financial year and
previous financial years.
The Group' s other financial liabil ities consist of payables and borrowings.
Payables and borrowings are recognised initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the effective interest
method.
Financial liabilities are classified as current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least twelve months after the reporting date.
(ii) Derecognition
A financial liability is derecognised when the obligation under the liability is extinguished. When
an existing financial liability is replaced by another from the same lender on substantially different
terms, or the tenns of an existing liabil ity are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognised in profit or loss.
- 37 -
219
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated ill Malaysia)
Registration no. 20180 I 023077 ( 1285096-M)
Provisions for liabilities are recognised when the Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of economic resources wi II be required to
settle the obi igation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is
no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed. If the effect of the time value of money is material , provisions are discounted
using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognised as a finance
cost.
For the purposes of the statements of cash flows, cash and cash equivalents comprise cash at bank and
on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value. These also
include bank overdrafts that fonn an integral part of the Group's cash management.
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use. This condition is
regarded as met only when the sale in its present condition subject only to terms that are usual and
customary.
Immediately before classification as held for sale, the measurement of the non-current assets (or all
the assets and liabilities in a disposal group) is brought up-to-date in accordance with applicable
MFRS. Then, on initial classification as held for sale, non-current assets or disposal groups (other than
investments properties, deferred tax assets, employee benefits assets and financial assets) are
measured in accordance with MFRS 5, 'Non-cUlTent Assets Held for Sale and Discontinued
Operations' that is at the lower of carrying amount and fair value less costs to sell. Any differences
are included in profit or loss.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Ordinary shares are classified as equity instruments .
Ordinary shares are recorded at the proceeds received at issuance and classified as equity. Transaction
costs directly related to the issuance of equity instrument are accounted for as a deduction from equity,
net of any related income tax benefit. Otherwise, they are charged to profit or loss.
Dividends on ordinary shares are recognised as liabilities when proposed or declared before the
reporting date. A dividend proposed or declared after the reporting date, but before the report are
authorised for issue, is not recognised as liability at the reporting date.
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220
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no 20180 J023077 (J 285096-M)
(p) Leases
The Group has recognised and measured its leases in accordance MFRS 16 effective from \ September
2019. The financial impact to the combined financial statements on initial application of this Standard
is disclosed in Note 5.\ (i) in this report
• As lessee
The Group recognises a right-of-use asset and a lease liability at the commencement date of the
contract for all leases excluding short-tenn leases or leases for which the for which the underlying
asset is of low value, conveying the right to control the use of an identified asset for a period of
time.
Subsequent to the initial recogmtlon, the right-of-use assets are measured at cost less any
accumulated depreciation and accumulated impainnent losses, and adjusted for any remeasurement
of the lease liability.
Depreciation is computed on a straight-line basis over the estimated useful lives of the right-of-use
assets or lease tenn whichever is earlier. If the lease transfers ownership of the underlying asset to
the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group
will exercise a purchase option, the Group depreciates the right-of-use asset from the
commencement date to the end of the useful life of the underlying asset. Otherwise, the Group
depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful
life of the light-of-use asset or the end of the lease tenn. The policy for the recognition and
measurement of impairment losses is in accordance with Note 5.3(h) to this report.
The lease liability is initially measured at the present value of the lease payments that are not paid
at that date. The lease payments are discounted using the interest rate implicit in the lease. If rate
cannot be readily determined, the Group's incremental borrowing rate is used. Subsequent to the
initial recognition, the Group measures the lease liability by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect lease payments made,
and remeasuring the canying amount to reflect any reassessment or lease modifications.
- 39 -
221
I Registration No .: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Prinl & Pack Solulion Group 8erhad)
(lncorporated in MaJaysia)
Registration no . 20180 I023077 (1285096-M )
• As lessor
Leases where the Group retains substantially all the risks and reward s of ownership of the asset are
classified as operating leases. Initial direct costs incun'ed in negotiating an operating lease are added
to the carrying amount of the leased asset and recognised over the lease term on the same basis as
rental income.
Finance leases are leases which transfer to the Group substantially all the risk and rewards
incidental to ownership of the leased item. Upon initial recognition, lease assets are
capitalised at the inception of the lease at their fair value or, if lower, the present value of the
minimum lease payments. Any initial direct costs are also added to the amount capitalised.
The liability is included in the statements offmancial position as finance lease liabilities.
Minimum lease payments made are apportioned between the finance charges and reduction
of the lease liability so as to achieve a constant periodic rate of interest on the remaining
balance of the liability. Finance charges are charged to profit or loss. Contingent lease
payments, if any, are accounted for by revising the minimum lease payments over the
remaining tenn of the lease when the lease adjustment is confirmed.
Lease assets are depreciated over the estimated useful life of the asset. However, if there is
no reasonable certainty that the Group will obtain ownership by the end of the lease tenn,
the asset is depreciated over the shorter of the estimated useful life and the lease term.
Operating leases are leases where the Group does not assume substantially all the risks and
rewards of ownership are classified as operating leases and, except for propelty interest held
under operating lease, the leased assets are not recognised on the statements of financial
position. Property interest held under an operating lease, which is held to earn rental income
or for capital appreciation or both, is classified as investment property and measured using
fair value model.
Operating lease payments are recognised as an expense in profit or loss on the straight-line
basis over the lease term. The aggregate benefit of incenti ves provided by the lessor is
recognised as a reduction of rental expense over the lease term on the straight-line basis.
Contingent rentals are charged to profit or loss in the reporting period in which they are
incurred.
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222
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(InCCflJorated in Malaysia)
Registration no. 20180 I 023077 (J 285096-M)
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added
to the carrying amount of the leased asset and recognised over the lease telm on the same basis as
rental income. The accounting policy for rental income is set out in Note 5.3(r) to the report.
The Group recognises revenue from contracts with customers based on the five-step model as set out
in MFRS 15:
(i) Identify contract(s) with a customer. A contract is defined as an agreement between two or more
parties that creates enforceable rights and obligations and sets out the criteria that must be met.
(iii) Detennine the transaction price. The transaction price is the amount of consideration to which the
combining entities expects to be entitled in exchange for transferring promised goods or services
to a customer, excluding amounts collected on behalf of third parties.
(iv) Allocate the transaction price to the performance obligations in the contract. For a contract that
has more than one performance obligation, the Group allocates the transaction price to each
perfOnllanCe obligation in an amount that depicts the amount of consideration to which the Group
expects to be entitled in exchange for satisfying each performance obligation.
(v) Recognise revenue when (or as) the Group satisfies a performance obligation.
The Group satisfies a performance obligation and recognises revenue over time if the Group' s
performance:
(i) Does not create an asset with an alternative use to the Group and the Group has an enforceable
right to payment for perfonllance completed to date; or
(ii) Creates or enhances an asset that the customer controls as the asset is created or enhanced; or
(iii) Provides benefits that the customer simultaneously receives and consumes as the Group performs.
For performance obligations where anyone of the above conditions is not met, revenue is recognised
at the point in time at which the performance obligation is satisfied.
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223
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in MaJaysia)
Registration no. 20180 I 023077 (1285096-M)
When the Group satisfies a performance obligation by delivering the promised goods or services, it
creates a contract-based asset on the amount of consideration earned by the perfonnance. Where the
amount of consideration received from a customer exceeds the amount of revenue recognised, this
gives rise to a contract liability.
Revenue is measured at the fair value of consideration received or receivable. The following describes
the performance obligation in contracts with customers:
The Group manufactures die cutting mould based on the specification and customisation from
customers. Revenue arising from sales of die cutting mould and related products is recognised when
control of die cutting mould and related products have been transferred, being when the die cutting
mould has been delivered to customer and there is no unfulfilled obligation that could affect the
customers' acceptance of the die cutting mould. Delivery occurs when the die cutting mould has been
delivered to customers' specific location.
• Interest income is recognised on an accrual basis that reflects the effective yield of the asset.
• Rental income generated from investment properties is recognised on a straight-line basis over
the term of the rental agreement.
All borrowing costs are recognised in profit or loss in the period they are incurred. Bon'owing costs
consist of interest and other costs that the Group incurred in connection with the bOlTowing of funds.
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued
for in the period in which the associated services are rendered by employees of the Group.
The Group makes statutory contributions to an approved provident fund and such contributions
are charged to profit or Joss in the period to which the said contributions relate. Once the
contributions have been paid. the Group has no furiher payment obligations. The post-
employment benefit scheme is in accordance with the local conditions and practices in which it
operates and is a defined contribution retirement plan.
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224
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 j 023077 (J 285096-M)
(u) Taxes
The tax expense in the profit or loss represents the aggregate amount of current tax and deferred
tax . Current tax is the expected amount of income taxes payable in respect of the taxable profit
for the period and is measured using the tax rates that have been enacted at the reporting date, and
adjustment of tax payable in respect of the previous financial year.
Deferred tax is recognised using the liability method, providing for temporary differences between
the calTying amounts of assets and liabilities in the combined statements of financial position and
their tax bases . Deferred tax is not recognised for the following temporary differences: the initial
recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss. Deferred tax
is measured at the tax rates that are expected to apply to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the end of the
reporting period.
Deferred tax is provided for, using the liability method, on temporary differences at the reporting
date arising between the tax bases of assets and liabilities and their carrying amounts in the
financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised for all deductible temporary differences,
unutilised tax losses and unused tax credits to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, unutilised tax losses and unused
tax credits can be utilised.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively enacted
at the reporting date. Deferred tax is recognised in the profit or loss, except when it arises from
transaction which is recognised in other comprehensive income or directly in equity, in which
case the deferred tax is charged or credited in other comprehensive income or directly in equity.
(iii) Goods and service tax ("GST") and Sales and Service Tax ("SST")
Revenue, expenses and assets are recognised net of GST or SST except:
• where the GST or SST incurred in a purchase of asset or service is not recoverable from the
authority, in which case the GST or SST is recognised as part of cost of acquisition of asset or
as part of the expense item as applicable; and
The net GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statements of financial position.
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225
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I023077 (I285096-M)
(iii)Goods and service tax ("GST") and Sales and Service Tax ("SST") (cont'd)
The Malaysian Government has zero rated the GST effective from 1 June 2018. The GST has
been replaced with SST which came into effect on 1 September 2018. The rate for Sales Tax is
fixed at 5% or 10%, while the rate for Service Tax is fixed at 6%.
Fair value of an asset or a liability, except for share-based payment and lease transactions, is
determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The measurement assumes that the
transaction to sell the asset or transfer the liability takes place either in the principal market or in the
absence of a principal market, in the most advantageous market.
For non-financial asset, the fair value measurement takes into account a market participant's ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
When measuring the fair val ue of an asset or a liabi Iity, the Group uses observable market data as far
as possible. Fair values are categorised into different level in a fair value hierarchy based on the input
used in the valuation technique as follows:
Level I: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group
can access at the measurement date.
Level 2: inputs other than quoted prices included within 1 level that are observable for the asset or
liability, either directly or indirectly.
The Group recognises transfer between levels of the fair value hierarchy as of the date of the event or
change in circumstances that caused the transfers.
A contingent liability is a possible obligation that arises from past events whose existence \vould be
confinned by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Group or a present obligation that is not recognised because it is not probable that an
outflow of resources would be required to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a Iiabil ity that cannot be recognised because it cannot be measured
reliably. The Group does not recognise a contingent liability but discloses its existence in the financial
statements.
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226
I Registration No.: 201801023077 (1285096-M)
CEKDBerhad
(Fomleriy knovm as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no 20180 I 023077 (1285096-M)
A contingent asset is a possible asset that arises from past events whose existence would be confinned
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Group. The Group does not recognise a contingent asset but discloses its existence where the inflows
of economic benefits are probable, but not virtually certain.
In the acquisition of subsidiaries by the Group under business combinations not under common
control, contingent liabilities assumed are measured initially at their fair value at the acquisition date.
A related party is a person or an entity that is related to the Group under the following conditions:
(a) is a member of the key management personnel of the reporting entity or of a parent of the
reporting entity;
(b) has control or joint control over the reporting entity; or
(c) has significant influence over the reporting entity.
(a) the entity and the reporting entity are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others).
(b) either entity is an associate or joint venture of the other entity (or of a member of a group
of which the other entity is a member).
(c) both entities arejoint ventures ofa third entity.
(d) either entity is a joint venture of a third entity and the other entity is an associate of the
third entity.
(e) the entity is a post-employment benefit plan for the benefit of employees of either the
reporting entity or an entity related to the reporting entity. If the reporting entity is itself
such a plan, the sponsoring employers are also related to the reporting entity.
(f) the entity is controlled or jointly controlled by a person identified in (i).
(g) a person identified in (i)(b) has significant influence over the entity or is a member of the
key management personnel of the entity or of a parent of the entity.
(h) the entity, or any member of a group of which it is a part, provides key management
personnel services to the reporting entity or to the parent of the reporting entity.
(a) controls, is controlled by, or is under common control with, the Group (this includes
parents, subsidiaries, fellow subsidiaries and fellow associates and joint ventures);
(b) has an interest in the entity that gives it significant influence over the entity; or
(c) hasjoint control over the entity.
- 45 -
227
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fom1erly known as Print & Pack Solution Group Berhad)
(incorporated in Malaysia)
Registration no. 20180 J 023077 (1285096-M)
Key management personnel are those persons having authority and responsibility for planning,
directing and controlling the activities of the entity, directly or indirectly, including any director
(whether executive or otherwise) of that entity.
Close members of the family of an individual are those family members who may be expected to
influence, or be influenced by, that individual in their dealings with entity and include:
The Group presents basic and diluted earnings per share ("EPS") data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group
by the weighted average number of ordinary shares outstanding during the periods, adjusted for own
shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding, adj usted for own shares held, for the effects
of all dilutive potential ordinary shares.
An operating segment is a component of the Group that engages in business activities from which it
may earn revenues and incur expenses, including revenues and expenses that relate to transactions
with any of the Group's other components. Operating segment results are reviewed regularly by the
chief operating decision maker, which in this case is the Managing Director of the Group, to make
decision about resources to be allocated to the segment and to assess its performance, and for which
discrete financial information is available.
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228
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 J 023077 (1285096-M)
The preparation of financial statements in confonnity with MFRS requires management to exercise their
judgement in the process of applying the Group's accounting pol icies and the use of accounti ng esti mates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure
of contingent liabilities at the reporting date and which may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities in future periods. Although these judgements
and estimates are based on the management's best knowledge of current events and actions, actual results
may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods affected.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and
of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be
wrong. Detailed infonnation about each of these estimates and judgements is disclosed below:
The right-of-use assets are depreciated on the straight-line basis over the assets ' useful lives or
lease term, whichever is earlier. Management estimates the useful lives of these assets based on
expected usage level and current conditions of the assets with proper maintenance schedule,
therefore future depreciation charges could be revised.
The lease tenTI has been detennined based on the non-cancellable period of lease in tenn and
conditions of the arrangements together with both:
[n determining whether it is reasonably certain that an option to extend the lease or not to exercise
an option to tenninate the lease will be exercised, management has considered all relevant factors
and circumstances that have created the economic incentives to exercise such option when
exercising its judgement in the assessment.
The lease tenns and incremental borrowing rates have been determined using appropriate
assumptions as necessary including management' s estimation of the application internal costs.
(ii) Measurement of revenue from sales of die cutting mould and related products
Revenue arising from sales of goods is recognised when control of goods has transferred, being
when the goods was delivered to customer and there is no unfulfilled obligation that could affect
the customers' acceptance of the goods.
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229
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 ( 1285096-M)
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and
of items which are more likely to be materially adj usted due to estimates and assumptions turning out to be
wrong. Detailed infonnation about each of these estimates and judgements is disclosed below: (cont'd)
(a) Areas with most significant uses of judgement and estimates (cont'd)
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value-in-use of the CGU to which goodwill is allocated. Estimating value-in-
use amount requires management to make an estimation of the expected future cash flows from
the CGU and also to choose a suitable discount rate in order to calculate the present value of those
cash flows .
Liability for taxation is recognised based on estimates of whether additional taxes will be payable.
The estimation process includes seeking advice of whether additional taxes will be payable. When
the final outcome of the tax payable is determined with the tax authority, the amount might be
different from the initial estimate of the tax payable. Such difference may impact the income tax
in the period when such determination is made. The Group will adjust for the differences as over-
or under- provision of income tax in the period in which those differences arise.
The Group assesses the credit risk at each reporting date, whether there have been significant
increases in credit risk since initial recognition on an individual basis. To detennine whether there
is a significant increase in credit risks, the Group considers factors such as the probability of
insolvency or significant financial difficulties of the debtors.
Where there is a significant increase in credit risk, the Group detennines the lifetime expected
credit losses by considering the loss given default and the probability of default assigned to each
customer. The financial assets are written off either partially or in full when there is no realistic
prospect of recovery. This is generally the case when the Group determines that the debtor does
not have assets or sources of income that could generate sufficient cash flows to repay the amount
subject to the write-offs.
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230
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and
of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be
wrong. Detailed information about each of these estimates and judgements is disclosed below: (cont'd)
(a) Areas with most significant uses of judgement and estimates (cont'd)
MFRS 116, 'Property, Plant and Equipment' requires the review of the residual value and
remaining useful life of an item of property, plant and equipment at each financial year end. The
Group reviewed the residual values and remaining useful lives of its property. plant and
equipment and found that no revisions to the residual values and remaining useful lives of these
assets were necessary.
Bank facilities agreements entered into by the Group include clauses for repayment on demand
at the discretion of financial institutions. The Group believes that in the absence of a default being
committed by the Group, these financial institutions are not entitled to exercise their right to
demand for repayment. Accordingly, the carrying amount of loans at reporting date have been
classified between current and nOD-current liabilities based on their repayment period.
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231
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Bcrhad)
(Incorporated in Malaysia)
Reg istration no. 201801023077 (1285096-M)
ACCOUNTANTS'REPORT(CONT'D)
7. PROPERTY, PLANT AND EQUIPMENT
- 50-
232
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(10 olll](:rly known as Print & Pack Solution Group Berhad)
(Inwrporaled in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
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233
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(I ncorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
234
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Reb~stralio n no. 20 180 1023077 ( I 285096-M)
235
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (J 285096-M)
The right-of-use assets represent operating lease agreements entered into by the Group for the use of
factory, warehouse and staff hostel. The leases are mainJy for an initial lease of one (l) to five (5)
years with option to renew for another one (1) to three (3) years.
The Group also has leased motor vehicles with lease term of five (5) years.
Leased Motor
Buildings vebicles Total
RM RM RM
At Cost
At 1 September 2019
Effects of adoption of MFRS 16 1,905,898 146,835 2,052,733
Additions 311,672 311,672
At 31 August 2020 2,217,570 146,835 2,364,405
Accumulated Depreciation
At I September 2019
Effects of adoption of MFRS 16 538,229 32,33 4 570,563
Depreciation charge for the year 456,965 29,367 486,332
At 31 August 2020 995, 194 61 ,701 1,056,895
* The above right-of-use assets have been included in property, plant and equipment.
(b) Net carrying amount for properties of the Group that have been pledged to licensed banks to secure
the bank borrowings granted to the Group as disclosed in Note 2 1.2 to this report are as follows :
(c) The net carrying amount of the property, plant and equipment under finance lease are motor vehicles
amounting to RM85,133 (2019: RM1 14,501; 2018: RM94,107). Details of the finance lease are
disclosed in Note 21.1 to this report.
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236
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20 180 I023077 ( 1285096-M)
Accumulated Depreciation
At 1 September 2017 341 ,998 67,834 10,841 420,673
Charge for the year 25,220 10,436 537 36,193
Transferred from
property, plant and
equipment 72,510 72,510
Disposals (11,378) (11,378)
Reclassified as asset
held for sale (439,728) (439,728)
At 31 August 20181
1 September 2018 78,270 78,270
Charge for the year 1,739 1,739
Disposal (80,009 1 (80, 009 1
At 3 1 August 20191
1 September 20191
31 August 2020
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237
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20J 80 I023077 (1285096-M)
(i) The following are recognised In combined statements of comprehensive income In respect of
investment properties:
The amount of operating expenses arising from investment properties are immaterial.
The fair value disclosure represents the amounts at which the properties could be exchanged on an
open market basis between a knowledgeable willing buyer and a knowledgeable willing selJer in an
ann's length transaction at each financial year end. The fair value of the investment properties was
estimated by the Directors of the Group.
9. INVESTMENT IN AN ASSOCIATE
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238
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerl y known as Print & Pack Solution Group Berhad)
(fncorporated in Malaysia)
Registration no. 20180 I023077 (1285096-M)
At 1 Septem ber
Charge for the year 207,635
Less: Reclassified as asset held for sale (207,635)
At 31 August
Principal
Place of
Name of Associate Business Effective Equity Interest Principal Activities
2020 2019 2018
0/0
Notes:
@ On 23 August 2018, Sharp OCM has entered into a Letter of Offer to Purchase with SJeektech Sdn. Bhd.
(formerly known as Print & Pack Systems Sdn. Bhd.) to dispose 288,000 ordinary shares of Shanyu,
representing 36% equity interest of the associate, at a cash consideration of RM 1,296,000. The disposal
was completed on 2 October 2018. The investment in associate, Shanyu was reclassified to asset held
for sale during FYE 2018 as di sclosed in Note 18 to this report.
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239
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Forme rly known as Pnnt & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Regislration no . 201801023077 (1285096-M)
At Cost
At 1 Septem ber 453,570 453,570
Addition during the fmancial year 453,570
The goodwill on consolidation at the end of FYE 2018 arose from the acquisition of Focuswin as disclosed
in Note 36(a) to this report. The goodwill had been allocated to the CGU of this subsidiary.
The Group carries out its impainnent assessment on the goodwill on consolidation annually.
The recoverable amount was based on value-in-use calculations, determined by discounting future cash
flows to be generated from the continuing use of the CGU based on financial budgets approved by the Board
of Directors.
- 58 -
240
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly knovvn as Print & Pack Solution Group 8erhad )
(Incorporated in Malaysia)
Registration no. 201801023077 ( 1285096-M)
Value-in-use was determined by discounting the future cash flows generated from the continuing use
of the CGU and was based on the following key assumptions:
The following are sensitivity of the calculation to changes in significant estimates and assumptions:
• a 1% increase in discount rate would result in RM46 , I 57 (20 19: Nil ; 2018: Nil) impairment loss;
and
• a 1% decrease in gross profit margin would not result in any impairment loss.
12. INVENTORIES
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241
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(I ncorporated in Malaysia)
Registration no. 20 I 80 1023077 ( 1285096-M)
Trade receivables
- Th ird parties 6,502,626 6,482,950 7,449,874
Less: Allowance for impairment loss (16,313) (18,995) (31,757)
6,486,313 6,463,955 7.418,117
Trade receivables of the Group are non-interest bearing and the normal credit terms range from 30 to J 20
days (20]9: 30 to 120 days; 2018: 30 to 120 days) terms. Other credit terms are assessed and approved on
a case-by-case basis. They are recogni sed at their original invoice amounts which rep resent their fair values
on initial recognition.
- 60 -
242
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 ( 1285096-M)
Trade receivables that are neither past due nor impaired are creditworthy receivables with good payment
records with the Group.
The Group has trade receivables amounting to RM2,645 ,840 (2019: RM3,937,214 ; 2018: RM4,498,7 I 0)
that are past due but not impaired at the reporting date. The remaining receivables that are past due but not
impaired are expected to be collected in the next 12 months.
The management of the Group believes that no impainnent allowance is necessary in respect of these trade
receivables. They are substantially companies with good collection track record and no recent hi story of
default.
The Group have trade receivables amounting RM16,313 (2019: RMI8,995 ; 2018: RM31,757) that have
been impaired.
Receivables that are individually determined to be impaired at the end of the financial year relate to
receivables that are in significant financial difficulties and have defaulted on payments or the D irectors of
the Group are of the opinion that they are not recoverable.
- 6J -
243
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no . 201801023077 (l285096-M)
The Group applies the simplified approach whereby allowance for impairment is measured at lifetime ECL.
Lifetime
ECL Specific
allowance allowance Total
RM RM RM
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244
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in MaJaysia)
Registration no. 20 ISO 1023077 (l2SS096-M)
Included in deposits is an amount ofRM600 (2019: RM600 ; 2018: RM 170,600) owing from companies in
which the Directors of the Group have interest.
The currency profile of other receivables and prepayments are summarised below:
Other receivables
RM 29,951 1,386,35 0 320,823
USD 63 ,522 68,640
EUR 68,418
Prepayments
RM 315,479 279,540 289,479
USD 74,928
EUR 156,830
RMB 4,670
The amount owing by an associate is unsecured, interest free and repayable on demand in cash and cash
equi vaJents .
The amount owing by related parties are unsecured, interest free and repayable on demand in cash and cash
eq ui valents .
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245
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fomlerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 1023077 (1285096-M)
Fixed deposits with licensed bank as at the end of each reporting period have average maturity period of
365 days (2019: 365 days; 2018: 365 days) and the effective interest rates for the Group range from 2.50%
to 2.59% (2019: 3.25% to 3.34%; 2018: 3.25% to 3.35%) per annum.
Fixed deposits with licensed banks are held as security placed to financial institutions for banking facility
granted to the Group as disclosed in Note 21.2 to this report.
At 1 September 2,617,078
Reclassified from investment properties
(a) 1,321 ,078
(Note 8)
Reclassified from investment in an associate
(b) 1,296,000
(Note 9)
Disposal (2,617,078)
At 31 August 2,617,078
(a) During FYE 2018, management had proposed a reorganisation of assets between Sharp DCM and a
related party, Commercial Edge due to internal restructuring. The reorganisation of assets would
involve disposal of five investment properties from Sharp DCM to Commercial Edge with total
carrying amount of RMI ,321,078 as at 31 August 2018.
On 17 December 2018, Sharp DCM entered into Sale and Purchase Agreements with Commercial
Edge to dispose five pieces of freehold land together with a 1 ';2 storey terrace factory each. The
transaction was completed during FYE 2019.
(b) On 23 August 2018, Sharp DCM has entered into a Letter of Offer to Purchase with Sleektech Sdn .
Bhd. (fonnerly known as Print & Pack Systems Sdn. Bhd.) to dispose 288,000 ordinary shares of
Shanyu, representing 36% equity interest of the associate, for a cash consideration of RM 1,296,000.
The disposal was completed on 2 October 2018.
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246
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(lncorporaled in Malaysia)
Regislration 110. 20180 I023077 ( 1285096-M)
For the purpose of this report, the total number of shares for all financial year end represents the aggregate number of issued and fully paid-up shares of
all entities within the Group, net of shares held by non-controlling interest.
The movement in the issued and paid-up share capital of the Company and its combining entities are as follows:
FYE 31 August
2020 2019 2018
Number of Number of Number of
shares RM shares RM shares RM
The Company
Issued and fully paid:
At date of incorporation/
I September 100 10 2 2 2 2
Sub-division of shares 18
Issuance of shares 80 8
At 31 August 100 10 100 10 2 2
Sharp DCM
Issued and fully paid:
At 1 September 1,500,000 1,500,000 1,500,000 1,500,000 1,346,667 1,346,667
Changes in ownership interest 153,333 153,333
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247
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Formerl y known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I023077 (128S096-M)
The movement in the issued and paid-up share capital of the Company and its combining entities are as follows: (cont'd)
FYE 31 August
2020 2019 2018
Numberof Number of Number of
shares RM shares RM shares RM
Hotstar
Issued and fully paid:
At I September/31 August 850,000 850,000 850,000 850,000 850,000 850,000
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248
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 1023077 (1285096-M)
On 17 October 2018, the Company subdivided every one (I) ordinary share into ten (10) subdivided shares
held by existing shareholders of the Company.
On 27 November 2018, the Company issued 80 new ordinary shares at RMO.IO per ordinary share to its
existing shareholders for a total consideration of RM8.
The new ordinary shares were issued for cash consideration and rank pari passu in all respects with the
existing shares of the Company.
The new Companies Act 2016 (" Act") which came into operation on 31 January 2017, introduces the "no
par value" regime. Accordingly, the concept of "authorised share capital" and "par value" have been
abol ished. There is no impact on the numbers of ordinary shares in issue or the relative entitlement of any
of the members as a result ofthis transition.
The combining entities' policy is to treat all gains and losses in other statement of comprehensive income
(i.e. non-owner transactions or events) as revenue reserves. Other than retained earnings, all other revenue
reserves are regarded as non-distributable in the form of cash dividends to shareholders.
The retained earnings of the combining entities are available for distributions by way of cash dividends or
dividends in specie. Under the single-tier system of taxation, dividends payable to shareholders are deemed
net of income taxes. There are no potential income tax consequences to the combining entities that would
result from the payment of dividends to shareholders. The dividends would not be taxable in the hands of
the shareholders.
Non-current liabilities
Lease liabilities 946,757 74,907 60,549
Term loans 11,314,568 5,978,542 7,515,566
12,261,325 6,053,449 7,576,115
Current liabilities
Lease Liabilities 443,454 22,755 19,136
Tenn loans 641,435 342,433 259,836
Bank overdrafts 6,050,276 361 ,785
1,084,889 6,415,464 640,757
13,346,214 12,468,913 8,216,872
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249
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no . 20 180 I 023077 ( 1285096-M)
Represented by:
Current:
- not later than one year 443,454 22,755 19,136
Non-current:
- later than one year and not later than five years 946,757 74,907 60,549
Present value of lease liabilities 1,390,2 11 97,662 79,685
Lease arrangement for leased buildings and motor vehicles of the Group are disclosed in Note 7 to thi s
report.
The incremental borrowing rate and interest rate implicit in lease applied by the Group to lease liabilities
are ranging between 5.35% to 5.50% and 2.46% to 2.99% (2019: Nil and 2.46% to 2.99%; 2018: Nil and
2.43% to 2.61%).
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250
I Registration No. : 201801023077 (1285096-M)
CEKD Berhad
(FomlerJy known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I023077 (1285096-M)
Cunent:
- not later than one year 641 ,435 6,392,709 621 ,621
Non-current:
- later than one year and not later than five years 2,789,028 1,532,4 87 1, 167,294
- later than five years 8,525,540 4,446,055 6,3 48,272
11,314,568 5,978,542 7,515 ,566
Total tenn loans and bank overdraft 11 ,956,003 12,371,251 8,137, 187
The term loans and bank overdraft are secured by the followings:
(i) Assignment of Mortgage Reducing Term Assurance (MRTA) issued by Sun Life Malaysia Assurance
Berhad under a Director of the combining entities for sum insured of RM 10,000,000;
(ii) First party first legal charge over leasehold land and building as disclosed in Note 7 to this report;
(i ii) Memorandum of Charge over Fixed Deposits in respect of first party or third party of not less than
RM3 ,000,000 together with all interest accruing from time to time in respect of the Fixed Deposi ts as
disclosed in Note 17 to this report;
(iv) Corporate guarantee provided by CEKD Holding;
(v) Joint and several guarantee by the Directors of the Group; and
(vi) Covenant of maintaining gearing ratio not more than 3.0x at all times.
The range of interest rates per annum at the reporting date for the loans and bOiTowings are as follows:
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251
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no . 20J 801023077 (1285096-M)
Trade payables are non-interest bearing and the nonnal trade credit tenns granted range from 0 to 180 (2019:
oto 180; 2018: 0 to 180) days.
The currency exposure profile of trade payabJes are as follows:
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252
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Formerly known as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no. 20180) 023077 (\ 285096-lvl)
Included in rental deposits received is an amount ofRM Nil (2019: RMI3,000; 2018: RMI3,000) owing to
the companies in which the Directors of the Group have interest.
The amount owing to a Director is unsecured, interest free and payable on demand in cash and cash
equivalents. The amount has been fully settled subsequently before the date of this report.
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253
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly kn O'A'Il as Print & Pack Solution Group Berhad )
(Incorporated in Malaysia)
Registration no. 20 180 I 023077 ( 1285096-M)
The Group derives revenue from local and overseas sal es as follow s:
Sales of die cutting mould and related products 27,930,692 29,805 ,041 29,523 ,392
Less: [ntercompany revenue (1 ,575,792) (1,442,243) (791,003)
Revenue from external cu stomers 26,354,900 28,362,798 28,732,389
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254
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(lncorporated in Malaysia)
Registration 110. 20180 J 023077 (l285096-M )
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255
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no . 20 J80 1023077 (I 285 096-M)
Income tax
Current year 1,916,081 1,617,006 2,011,553
(Over)/under provision in prior years (73 , 156) 76,527 101 ,535
1,842,925 1,693,53 3 2,113,088
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256
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fomlerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (I 285096-M)
A reconciliation of tax expenses applicable to profit before tax at the statutory income tax rate to tax ex pense
at the effective income tax rate of the Group is as follows:
Basic and diluted EPS share are calculated by dividing the profit for the tinancial year attributable to owners
of the Group by the weighted average number of ordinary shares in issue for the financial years.
For the purpose of this report, the number of ordinary shares for the FYE 2018, 2019 and 2020 represents
the weighted average aggregate ordinary shares issued of the Group.
There were no dilutive potential equity instruments in issue as at each FYE that have dilutive effect to the
EPS.
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257
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(fonnerly known as Print & Pack Solution Group 8erhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285 096-M)
2020
RM
3,470,000
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258
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Jncorporrued in Malaysia)
Registration no. 201801023077 (1 285096-M)
Parties are considered to be related to the Group if the combining entities have the ability, directly or
indirectly, to control the party or exercise significant influence over the party in making financial and
operating decisions, or vice versa, or influence over the party in making financial and operating
decisions, or vice versa, or where combining entities and the party are subject to common control or
common significant influence. Related parties could be individual or other entities.
(b) In addition to the infonnation detailed elsewhere in the report, the combining entities had the following
transactions with related parties during the reporting periods:
Sales to:
Fonner associate - Shanyu 4,045 231,354
Related party - Shenway 367,756
Purchases from:
Former associate - Shanyu (9,650) (26,471)
Related party - Shenway (1,125,383)
Others:
Dividends paid to holding company,
CEKD Holding 3,470,000
Rental income from related party,
Commercial Edge 72,000 72,000
Rental expenses charged by a related party (21 ,600) ( 14,400)
Rental expenses charged by related party,
Commercial Edge (348,387) (960,000)
Rental e>.'])enses charged by related party,
CEKD Property (4,800) (4,800) (4,800)
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259
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerl y known as Print & Pack Solution Group Berhad)
(IncorporaJed in Malaysia)
Registration no . 20 J 801023077 ( J 285096-M)
(b) In addition to the information detailed elsewhere in the report, the combining entities had the following
transactions with related parties during the reporting periods : (cont'd)
Others: (cont'd)
Purchases of tools and machinery from
related party, Shenway (3 ,200)
Disposal of motor vehicle to a Director of a
combining entity (123 ,744)
Disposal of freehold buildings to a related party (195,000)
Disposal of investment property to a related
party (62,000)
Purchase of leasehold land and factory
from related party, Commercial Edge 20,000,000
Disposal of investment properties to related
party, Commercial Edge (4,740,000)
Cleaning fee s charged by related party,
Commercial Edge (40,800) (40,800)
Advances received from related party,
Commercial Edge 8,500,000
Repayment of advances to re lated party,
Commercial Edge (8 ,500,000)
Advances to related party, Commercial Edge (2,017,3 13 )
Repayment of advances from related party,
Commercial Edge 7,115 ,495 884,505
Payment of loan interest received from related
party , Commercial Edge 99,860 319,696
Utilities expenses paid to re lated party,
Commercial Edge (317,984 )
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260
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fom1eriy known as Print & Pack Solution Group 8erhad)
(Incorporated in MaJaysia)
Registration no. 201801023077 ( 1285096-M)
Key management personnel are those persons having the authority and responsibility for planning,
directing and controlling the activities of the entity, directly and indirectly, including any Director
(whether executive or otherwise) of the Group.
The remuneration of Directors and key management personnel of the Group during the financial years
are as follows :
Directors' compensation:
Directors' fee 320,000 347,000 465,000
Directors' remuneration and other emoluments 634,302 616,190 513,994
Directors' defined contribution plans 68,213 62,556 56,963
Directors' social security contribution 5,269 4,966 3,956
Directors' other benefits 21 , 173 20,923 14,311
1,048,957 1,051 ,635 1,054,224
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261
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
Name of Principal
combining place of Effective equity interest
entities business 2020 2019 2018 Principal activities
0/0 % 0/0
Sharp DCM I Malaysia 100 100 100 Manufacturer of die cutting moulds and
trading of related cons umables, tools and
accessories
Hotstar2 Malaysia 100 100 100 Manufacturer of die cutting moulds and
trading of related consumables, tools and
accessories
Subsidiary of
Sharp DCM
Focuswin 3 Malaysia 100 100 100 Manufacturer of die cutting moulds
1 CEKD Holding had acquired additional 10% equity interest during FYE 2018.
2 CEKD Holding had acquired 100% equity interest and control commenced during FYE 2018.
3 Sharp DCM had acquired additional 50% equity interest during FYE 2018.
On 5 October 2017, Sharp DCM acquired 200,002 ordinary shares , representing 50% equity interest
plus 2 ordinary shares of the associate, Focuswin, at a cash considerati on of RM 1,000,005 . Focuswin
becomes a wholly-owned subsidiary of Sharp DCM during FYE 2018. The acquisition had the
following financial impact to the Group as at the date of acquisition:
At date of
acquisition
RM
Propelty, plant and equipment 756,727(1)
Inventories 94,262
Trade receivables 469,069
Other receivables, deposits and prepayments 107,918
Cash and bank balances 325,707
Trade payables (76,514)
Other payables and accruals (87,766)
Finance lease liabilities (18,881 )
Tax payable (24,092)
Fair value of the identifiable assets and liabilities acquired 1,546,430
Goodwill on consolidation 453,570
2,000,000
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262
IRegistration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solutio n Group Berl1ad)
(Incorporated in MaJaysia)
Registration no. 201 80 1023 077 (l 285096-M )
On 5 October 2017, Sharp DCM acquired 200,002 ordinary shares, representing 50% equity interest
plus 2 ordinary shares of the associate, Focuswin, at a cash consideration of RM 1,000,005. Focuswin
becomes a wholly-owned subsidiary of Sharp DCM during FYE 2018. The acquisition had the
following financial impact to the Group as at the date of acquisition: (cont'd)
At date of
acq uisition
RM
Net cash outflow arising from acquisition of a subsidiary:
Cash consideration 1,000,005
Cash and cash equivalents of the subsidiary acquired (325,707)
674,298
( I)
In accordance with MFRS 3, 'Business Combination ', fair value adjustment for land and building
amounting to RMI80,OOO was made on acqui sition date.
The Group has two reportable operating segments - Manufacturing and Trading.
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263
IRegistration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fom1erly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registrat ion no . 20 180 I 023077 ( 1285096-M)
Operating segments
31 August 2020
Revenue:
Revenue from external customers 22,662,516 3,692,384 26,354 ,900
Inter-segment revenue 442,971 1, 132,821 (1 ,575,792)
23 , 105,487 4,825,205 (1 ,575 ,792) 26,354 ,900
Results:
Included in the measure of
segment profit are:
Depreciation of property,
plant and equipment 1,6 87,442
Employee benefit expenses 4,640, 189
Inventories written down due to
slow-moving 60,517
Rental of hostel 5,250
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264
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(I ncorporated in Malaysia)
Regi stration no . 20180 I 023077 ( 1285096-M)
31 August 2019
Revenue:
Revenue from external customers 23 ,657,606 4,705 , 192 28,362,798
Inter- segment revenue 474,419 967,824 (1,442,243)
24,132,025 5,673,016 (1,442 ,243) 28,362,798
Results:
Included in the measure of
segment profit are:
Depreciation of property,
plant and equipment 1,145,797
Employee benefit expenses 5,236,583
Inventories written down due to
slow-moving 36,544
Rental of factory 629,635
Rental of hostel 84,656
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265
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solut ion Group Berhad)
(Incorporated in Malaysia)
Registrati on no. 201801023077 (I 285096-M)
31 August 2018
Revenue:
Revenue from external customers 24,967, 198 3,765,19 J 28,732,389
I nter-segment revenue 332,285 458,718 (791 ,003)
25,299,483 4,223,909 (79\,003) 28,732,3 89
Results:
included in the measure of
segment profit are:
Depreciation of property,
plant and equipment \ ,062,878
Employee benefit expenses 5,03\,565
Inventories written down due to
slow-moving 320,883
Rental of factory \,017,238
Rental of hostel 66,780
Geographical segments
Revenue of the combining entities based on geographical location of its customers are as follows:
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266
IRegistration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (J 285096-M)
Major customers
The Group does not have any customers with revenue equal or more than 10% of the Group's total revenue.
The Group leases a number of buildings under operating leases for lease term for none (2019: one (1) to
five (5) years and 2018: one (1) to five (5) years), with option to renew the lease at the end of the lease
term.
As at 31 August 2018 and 2019, the Group has the following operating lease commitments in respect of
rental. The future minimum lease payments under the non-cancellable operating leases are as follows:
2019 2018
RM RM
As at 31 August 2020, the Group has no entered into any non-cancellable operating lease agreements.
Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at
amortised cost based on their respective classification. The significant accounting policies in Note
5.30) & (k) describe how the classes of financial instruments are measured, and how income and
expense, including fair value gains and losses, are recognised.
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267
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
The table below provides an analysis of financial instruments of the Group in the statements of
financial position by the classes and categories of financial instruments to which they are assigned and
therefore by the measurement basis, as follows:
The Group is exposed to financial risk arising from its operations and the use of financial instruments.
The key financial risks include foreign currency risk, interest rate risk, credit risk and liquidity risk.
The Board of Directors review and agree policies and procedure for the management of these risks,
which are executed by the Managing Director. The Group's financial risk management policies are to
ensure that adequate financial resources are available for the development of the Group's operations
whilst managing its foreign currency risk, interest rate risk, credit risk and liquidity risk. The Group
operates within clearly defined guidel ines that are approved by the Board of Directors.
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268
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20 180 I 023077 ( 1285096-M)
The following sections provide details regarding the Group's exposure to the above-mentioned financial risks and the objectives, policies and
processes for the management of those risks.
The Group is exposed to foreign currency risk on transactions and balances that were denominated in foreign currencies. The currencies gave
rise to this risk were primarily in TWO, HKO, EUR, USO, SGO and JPY . Foreign currency risk was monitored closely and managed to an
acceptable level. The combining entity exposures to foreign currency are as follows :
2020
Trade receivables 80,094 52,189 996,818 1, 129,101
Other receivables 63,522 63,522
Cash and bank balances 9,223 808,879 818,102
Trade payables (43,407) {3 , 197 2 {8822 {47,4861
45,910 52,189 1,866,022 (882) 1,963,239
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269
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Folllleriy known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration 110. 201801023077 (1285096-M)
The Group is exposed to foreign currency risk on transactions and balances that were denominated in foreign currencies. The currencies gave
rise to this risk were primarily in TWO, HKO, EUR, USO, SGO and JPY. Foreign currency risk was monitored closely and managed to an
acceptable level. The combining entity exposures to foreign currency are as follows: (cont'd)
2019
Trade receivables 307,881 132,291 745,521 1,185,693
Cash and bank balances 190,727 647,216 837,943
Trade payables (24,571 ) (3,088) (314,665) (1,012) (70,020) (38,139) (451,495)
Other payables ~118,234) ~2742 ~ 14,3 24 2 ~ 132, 832 2
2018
Trade receivables 94,895 42,735 1,194,803 1,332,433
Other receivables 68,418 68,640 137,058
Cash and bank balances 12,343 84,625 96,968
Trade payables (16,622) (27,379) (33,891) (906) (221,285) (3,670) (303,753)
Other payables ~5,8092 (77, 0052 {8952 ~83, 709)
270
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20 ISO I 023077 (I2SS096-M)
The following table demonstrates the sensitivity of the Group 's profit before tax to a reasonably
possible change in TWD, HKD, EUR, SGD, USD and JPY exchange rate against RM, with all other
variables held constant.
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271
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20]80 J 023077 (1285096-M)
Interest rate risk is the risk that the fair value or future cash flows of the Group's financial
instruments will fluctuate because of changes in market interest rates. The Group's exposure to
interest rate risk arises primarily from its floating rate instruments.
Management does not enter into interest rate hedging transactions as the cost of such instruments
out weights the potential risk of interest risk fluctuation.
The Group does not account for any fixed rate financial assets and liabilities at FVTPL. Therefore,
a change interest rates at the end of the reporting period would not affect profit or loss.
The interest rate profile of the Group's significant interest bearing financial instruments, based on
the carrying amounts as at end of the financial year is as follows:
Financial liability
Lease liabilities (1,390,2 II) (97,662) (79,685)
2,026,605 3,23\ , 138 3,143,639
Sensitivity analysis is not disclosed on fixed rate instruments as fixed rate instruments are not
exposed to interest rate risk and are measured at amortised cost.
A 50 basis points strengthening in the interest rate of floating rate instruments as at the end of the
reporting periods would have decreased profit before tax by RM59,780 (2019: RM61,856; 2018:
RM40,686). A 50 basis points weakening would have had an equal but opposite effect on the profit
before tax. This assumes that all other variables remain constant.
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272
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no . 201801023077 (1285096-M)
Credit risk is the risk of a financial loss to the Group that may arise if a customer or counterparty to
a financial instrument fails to meet its contractual obligations. The Group' exposure to credit risk
arises principally from its trade and other receivables, fixed deposits with licensed bank and bank
balances.
The Group trades only with creditworthy third parties. Customers ' credit terms are assessed on case
by case basis.
The management has in place a credit procedure to monitor and minimise the exposure of default.
Receivables are monitored on a regular and an ongoing basis.
For other financial assets (including bank balances), the Group minimises credit risk by dealing
exclusively with high credit rating counterparties.
At each reporting period, 29% (2019: 26% and 2018: 35%) of the Group' s trade receivables were
due from 5 major customers.
At the end of financial year, the Group's maximum exposure to credit risk is represented by the
carrying amount of each class of financial assets recognised in the combined statements of financial
position.
The Group considers the probability of default upon initial recognition of asset and whether there
has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group categorised trade receivables for as impaired when a debtor fails to make contractual
pJyments after more than 365 (2019: 365; 2018: 365) days past due. Financial assets are written off
when there is no reasonable expectation of recovery, such as a debtor failing to engage in a
repayment plan with the Group. Where trade receivables have been written off, the Group continues
to engage enforcement activity to attempt to recover the receivable due. Where recoveries are made,
these are recognised in profit or loss.
The following are credit risk management practices and quantitative and qualitative information
about amounts arising from expected credit losses for trade receivables.
- 91 -
273
I Registration No.: 201801023077 (1285096-M) I
CEKD Berhad
(Formerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180 I 023077 (1285096-M)
a. Trade receivables
The Group provides for lifetime expected credit losses for all trade receivables. The expected credit loss model below also incorporated
forward looking infonnation such as a forecast of economic conditions where the gross domestic product will increase over the next year,
leading to a decrease in the number of defaults. The loss allowance provision is determined as follows:
More than
30 days 60 days 90 days 90 days Total
Current past due past due past due past due RM
2020
Loss rate (%) 0.01 0.02 0.07 0.91 3.69
Gross carrying amount (RM) 3,840,807 1,305,430 667,872 464,294 221,354
Loss allowance (RM) 334 222 470 4,241 8,177 13,444
Impaired receivables (RM) 2,869
- 92 -
274
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhnd)
(Incorporated in Malays ia)
Registration no. 20 180 I 023077 (1285096-M)
2019
Loss rate (%) 0.02 0.01 0.07 l.14 2.23
Gross carrying amount (RM) 2,527,234 2, 141,390 9 18,310 473,488 419 ,659
Loss allowance (RM) 493 276 599 5,4 16 9,342 16,126
Impaired receivables (RM) 2,869
2018
Loss rate (%) 0.09 0.08 0. 15 0.75 2.49
Gross carrying amount (RM) 2,921,949 2, 159,412 I, J 76,506 385,190 804, 150
Loss allowance (RM) 2,542 1,802 1,791 2,897 20,058 29,090
Impaired receivables (RM) 2,667
275
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Re gistration no . 201801023077 (1285096-M)
b. Other receivables
As the Group does not hold any collateral , the maximum exposure to credit risk is
represented by the carrying amount of other receivables as at the end of the reporting period.
The Group does not maintain ageing analysis for other receivables. Based on past experience,
the management determines that no impainnent is necessary in respect of other receivables.
There had been no allowance for impairment losses on other receivables during the financial
year and previous financial years.
Cash and cash equivalents are held with licensed financial institutions. The Group minimises
credit risk by dealing exclusively with high credit rating counterparties.
In view of the sound credit rating of counterparties, management does not expect any
counterparty to fail to meets its obligations. As at the end of the reporting period, the
maximum exposure to credit risk is represented by the carrying amount of cash and bank
balances and fixed deposits with licensed bank in the combined statements of financial
position.
Impairment losses
The banks have low credit risk and the Group's bank balances are protected to an extent by
Perbadanan Insurans Deposit Malaysia. Consequently, the Group is of the view that loss
allowance is not material and hence it is not provided for.
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276
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fomlerly known as Print & Pack Solution Group Berhad)
([ncorporated in Malaysia)
Registration no. 20180 I023077 (I 285096-M)
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations
due to shortage offunds. The Group's exposure to liquidity risk arises primarily from mismatches
of the maturities of financial assets and liabilities.
The Group maintains a level of cash and cash equivalents and bank overdraft facilities deemed
adequate by the management to ensure, as far as possible, that it will ha ve suffi cient liquidity to
meet its liabilities when they fall due.
It is not expected that the cash flows included in the maturity analysis could occur significantl y
earlier, or at significantly different amounts.
The table below summarises the maturity profile of the Group ' s financial liabilities at the end of
the reporting period based on undiscounted contractual payments:
Undiscounted On
contractual demand or
Carrying cash within one Two to More than
amount flows year five years five years
RM RM RM RM RM
2020
Trade payables 205,235 205,235 205,235
Other payables and
accruals 2,047,920 2,047,920 2,047,920
Amount owing to a
Director 32,508 32,508 32,508
Loans and borrowings 13,346,214 16,681 ,475 1,530,745 5, 115 ,93 7 10,034,793
15,63 1,877 18,967, 138 3,816,408 5,115,937 10,034,793
2019
Trade payabJes 620,88 2 620,882 620,882
Other payables and
accruals 1,452,312 1,452,312 1,452,312
Amount owing to a
Director 20,508 20,508 20,508
Loans and borrowings 12,468,913 14,798,867 6,694,244 2,547,990 5,556,633
14,562,6 15 16,892,569 8,787,946 2,547,990 5,556,633
- 95 -
277
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fom1erly known as Print & Pack Solution Group Berhad)
([ncorporated in Malaysia)
Registration no. 20180 I 023077 (J 285096-M)
Undiscounted On
contractual demand or
Carrying cash within one Two to More than
amount flows year five years five years
RM RM RM RM RM
2018
Trade payables 573,823 573,823 573,823
Other payables and
accruals 1,628,384 1,628,384 1,628,384
Loans and borrowings 8,216,872 12, 154,130 996,29 L 2,514,160 8,643,679
10,419,079 14,356,337 3,198,498 2,5 14,160 8,643,679
Financial assets and financial liabilities not carried at fair value are disclosed in Note 39(i)(a) and
(c). These financial instruments are caITied at the amounts approximate of their fair values on the
combined statements of financial position due to the relatively short tenn maturity of these
financial instruments and the Group does not anticipate the carrying amounts recorded at the
reporting date to be significantly different from the values that would eventually be received or
settled.
As at the end of each financial year, the carrying amounts of floating rate term loans approximate
their fair values as their effective interest rates change according to movements in the market
interest rates.
Financial assets carried at fair value are disclosed in Note 39(i)(b). The fair value of unit trusts
investments is a Level 2 fair value derived from input other than quoted prices included within
Level 1 that are directly observable. There was no material transfer between Levell, 2 and 3
during the financial year.
- 96 -
278
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(Fonnerly known as Print & Pack Solution Group Berhad)
(lncorporated in Malaysia)
Registration no. 201801023077 (1285096-M)
The Group 's objectives when managing capital are to safeguard the Group's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce cost of capital.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
condition. To maintain or adjust capital structure, the Group may adjust the dividend payment, returning of
capital to shareholders or issuing new shares.
Net debt to total net debt and equity ratio 0.04 0. 15 0.06
The World Health Organisation declared the 2019 Novel Coronavirus infection ("COVID-19") a global
pandemic on 11 March 2020. This was followed by the Government of Malaysia issuing a Federal
Government Gazette on 18 March 2020, imposing a Movement Control Order ("MCO") effective from 18
March 2020 to 3 1 March 2020 arising from the COVID-19 pandemic. The MCO was subsequently extended
until 12 May 2020, followed by Conditional MCO until9 June 2020 and the Recovery MCO until31 August
2020, which has now been further extended until 31 December 2020.
The restrictions imposed have not negatively impacted the Group's financial performance as its main
manufacturing facilities were allowed to operate throughout the MCO, under restrictions set by the Ministry
of International Trade and Industry ("MJTJ").
As at the date of authorisation of this report, the COVID-19 pandemic situation is still evolving and
uncertain. The Group will continue to actively monitor and manage its operations to minimise any impact
arising from the COVID-19 pandemic.
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279
I Registration No.: 201801023077 (1285096-M)
CEKDBerhad
(Fonnerl y known as Print & Pack Solution Group Berhadl
(Incorporated in MaJaysia)
Registration no . 201 801023 077 (l285 096-M l
(a) On 22 October 2020, Sharp DCM declared interim single-tier di vidend ofRMO .80 per ordinary share
totaling RM I ,200,000 in respect of the financial year ended 31 August 2021 and paid on 27 October
2020.
(b) On 22 October 2020, Hotstar declared interim single-tier dividend of RMO.80 per ordinary share
totaling RM680,000 in respect of the financial year ended 31 August 2021 and paid on 27 October
2020.
(c) On 19 November 2020, Sharp DCM declared interim single-tier dividend of RMOAO per ordinary
share totaling RM600,000 in respect of the financial year ended 31 August 2021 and paid on 23
November 2020.
(d) On 19 November 2020, Hotstar declared interim single-tier dividend ofRMI.OO per ordinary share
totaling RM850,000 in respect of the financial year ended 31 August 2021 and paid on 23 November
2020 .
(e) On 7 December 2020, CEKD entered into a conditional share sale agreement with CEKD Holding to
acquire the entire equity interest in Sharp DCM for a total purchase consideration of RM28 ,634,400
to be satisfied by issuance of 120,312,605 new ordinary shares in CEKD at an issue price of RMO.238
per share ("Acquisition of Sharp DCM"). The Acquisition of Sharp DCM is conditional upon the
approval of the relevant authorities being obtained for the Proposed Listing.
(f) On 7 December 2020, CEKD entered into a conditional share sale agreement with CEKD Holding to
acquire the entire equity interest in Hotstar for a total purchase consideration of RM5 ,633,500 to be
sati sfied by issuance of 23,670,168 new ordinary shares in CEKD at an issue price of RMO.238 per
share ("Acquisition of Hotstar"). The Acquisition of Hotstar is conditional upon the approval of the
relevant authorities being obtained for the Proposed Listing.
(g) On 25 November 2020, CEKD issued and allotted 127 new CEKD Shares to the existing shareholders
at a total consideration ofRM13. Upon completion of the Share Issuance, the total number of ordinary
shares increased from 100 to 227 shares.
- 98 -
280
I Registration No.: 201801023077 (1285096-M)
CEKD Berhad
(FoI1lleriy knO\NJl as Print & Pack Solution Group Berhad)
(Incorporated in Malaysia)
Registration no. 20180] 023077 (12S5096-M)
ST ATEMENT BY DIRECTORS
We, Yap Tian Tion and Yap Kai Ning, being the Directors ofCEKD Berhad, state that, in the opinion of the
Directors, the combined financial statements set out on page 8 to 99 are drawn up in accordance with Malaysian
Financial Reporting Standards and International Financial Reporting Standards so as to give a true and fair view
of the financial position of the Group as at 31 August 2018, 31 August 2019 and 3 I August 2020 and of their
financial perfonnance, changes in equity and cash flows for each of the financial years ended 31 August 2018,
31 August 2019 and 31 August 2020.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 9 December
2020.
- 99 -
281
I Registration No.: 201801023077 (1285096-M) I
Dear Sirs
CEKD BERHAD ("CEKD" OR "THE COMPANY") AND ITS SUBSIDIARIES ("CEKD GROUP" OR
"THE GROUP")
We have completed our assurance engagement to report on the compilation of the pro forma
consolidated financial information of CEKD Group prepared by the Board of Directors of the Company.
The pro forma consolidated financial information consists of the pro forma consolidated statement of
financial position as at 31 August 2020 together with the accompanying notes thereon, for which we have
stamped for the purpose of identification. The pro forma consolidated financial information has been
prepared for inclusion in the prospectus of CEKD in connection with the admission to the Official List and
the listing of and quotation for the entire enlarged issued share capital of CEKD on the ACE Market of
Bursa Malaysia Securities Berhad ("Bursa Securities") ("the Proposal").
The applicable criteria on the basis of which the Board of Directors has compiled the pro forma
consolidated financial information are described in Note 2 to the pro forma consolidated statement of
financial position, and are specified in the Prospectus Guidelines issued by the Securities Commission
Malaysia ("Prospectus Guidelines").
The pro forma consolidated financial information has been compiled by the Board of Directors to illustrate
the effects of the events or transactions set out in Note 3 of the Pro Forma Consolidated Statement of
Financial Position had they been implemented and completed on 31 August 2020 on the Group's financial
position as at that date. As part of this process, information about the Group's financial position has been
extracted by the Board of Directors from the audited financial information of the Group as at 31 August
2020 .
ECOVIS MALAYSIA PLT 201404001750 (LLPOOO3185-LCA) & AF 001825 Chartered Accountants. No 9-3. Jalan 109F. Plaza Danau 2, Taman Danau Desa,
58100 Kuala Lumpur, Malaysia Phone: +60(3) 7981 1799 Fax: +60(3) 7980 4796 E-Mail : kuala-Iumpur@ecovis.com.my
A member of ECOVIS International, a network of tax advisors, accountants, auditors and lawyers, operating in more than 60 countries across 6 continents.
ECOVIS International is a Swiss association . Each member firm is an independent legal entity in its own country and is only liable for its own acts or omissions, not
those of any other entity. ECOVIS MALAYSIA PL T is a Malaysian member firm of ECOVIS International.
Page 1 of 3
www.ecDvis.com.my . .
282
I Registration No.: 201801023077 (1285096-M)
{~ ECOVIS·
Directors' Responsibility for the Pro Forma Consolidated Financial Information
The Board of Directors is responsible for compiling the pro forma consolidated financial information on the
basis as described in Note 2 to the pro forma consolidated statement of financial position and in
accordance with the requirements of the Prospectus Guidelines.
We have complied with the independence and other ethical requirement of the By-Laws (on Professional
Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Ethics
Standards Board for Accountants' International Code of Ethics for Professional Accountants (including
International Independence Standards) , which are founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behavior.
The Firm applies International Standard on Quality Control 1 (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 regulatory requirements.
Our responsibility is to express an opinion, as required by the Prospectus Guidelines, about whether the
pro forma consolidated financial information has been compiled, in all material respects, by the Board of
Directors of the Company on the basis as described in Note 2 of the pro forma consolidated statement of
financial position .
For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions
on any historical financial information used in compiling the pro forma consolidated financial information ,
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 financial information.
The purpose of the pro forma consolidated financial information included in a prospectus is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the entity
as if the events had occurred or the transactions have been undertaken at an earlier date selected for
purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the
events or transactions at 31 August 2020, would have been as presented.
Page 2 of 3
www.l..Covis.com.my
283
I Registration No.: 201801023077 (1285096-M) I
( : ECOVIS
Reporting Accountants' Responsibilities (cont'd)
A reasonable assurance engagement to report on whether the pro forma consolidated financial
information have been compiled , in all material respects , on the basis of the applicable involves
performing procedures to assess whether the applicable criteria used by the Boards of Directors in the
compilation of the pro forma conso lidated financial information provide a reasonable basis for presenting
the significant effects directly attributable to the events or transactions, and to obtain sufficient appropriate
evidence about whether:
(i) the related pro forma adjustments give appropriate effect to those criteria; and
(ii) the pro forma consolidated financial information reflects the proper application of those adjustments
to the unadjusted financial information.
The procedures selected depend on our judgment, having regard to our understanding of the nature of
the Group, the events or transactions in respect of which the pro forma conso lidated financial information
has been compiled , and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the pro forma consolidated financial
information .
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion .
Opinion
In our opinion , the pro forma consolidated financial information of the Group has been compiled , in all
material respects, on the basis as set out in Note 2 of the pro forma consolidated statement of financial
position and in accordance with the requirements of the Prospectus Guidelines.
Other Matters
This report has been prepared solely for the purpose of inclusion in the prospectus of CEKD in
connection with the Proposal. As such th is letter should not be used for any other purpose without our
prior written consent. Neither the firm nor any member or employee of the firm undertakes responsibility
arising in any way whatsoever to any party in respect of this letter contrary to the aforesaid purpose.
Yours faithfully,
Kuala Lumpur
Page 3 of 3
www.etovls.com.my
284
I Registration No.: 201801023077 (1285096-M)
CEKD BERHAD
(Formerly known as Print & Pack Solution Group Berhad)
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2020
1.0 Abbreviations
Unless th e context otherwise requi res, the following words and abb reviations shall apply throughout this report:
Acqui sition of Hotstar Acquisition by CEKD of the entire equity interest of Hotstar for a purchase
consideration of RM5,633,500, wholly satisfied by the issuance of 23,670, 168
new Shares at an issue price ofRJ'vlO .238 each , which was completed on [e]
Acquisition of Sharp OCM Acquisition by CEKD of the entire equity interest of Sharp OCM for a purchase
con sideration of Rl'v128,634,400, wholly satisfied by the issuance of 120,312,605
new Shares at an issue price of RMO.238 each, which was completed on [e)
Director( s) An executive director or a non-execut ive director of the Company within the
meaning of Section 2 of the Act
Initial Public Offering or IPO Our initial publ ic offering comprising the Public Issue
285
I Registration No.: 201801023077 (1285096-M)
CEIill BERHAD
(Formerly known as Print & Pack Solution Group Berhad)
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2020
Unless the context otherwise requires, the follow ing words and abbreviations shall apply throughout this report: (Cont'd)
General (Cont'd)
Issue Sharers) 50,590,000 new SlJare(s) to be issued under our Public Issue
Listing Listing of and quotation for our entire enlarged share capital of RM[-j
compri sing 194,573,000 Shares on the ACE Market
Listing Scheme Compris ing our Public Issue and Listing, collectively
Malaysian Public Malaysian citizens and companies, co-operatives, societies and institutions
incorporated or organised under the laws of Malaysia
NA Net assets
Public Issue Public issue of 50,590,000 Issue Shares at our IPO price
Share Issuance Share issuance and allotment of 12 7 new Shares to shareho lders of CEKD for a
total consideration of RM 13, which was completed on 25 November 2020
286
I Registration No.: 201801023077 (1285096-M) I
CEKDBERHAD
(Formerly known as Print & Pack Solution Group Berhad)
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2020
The pro forma consolidated statement of financial position of CEKD Group has been prepared by the Board in a manner
consistent with the format of the audited financial statements and accounting policies of the Group for the FYE 31
August 2020, in accordance with MFRS. IFRS and the requirements of the Prospectus Guidelines. The pro forma
consolidated statement of financial position has been prepared solely for illustrative purposes, to show the effects of
transactions as disclosed in Note 3.
The pro forma consolidated statement of financial position is consolidated using the merger method as CEKD , Sharp
DCM Group and Hotstar are under the common control of the same party both before and after the Acquisitions.
When the merger method is used, the difference between the cost of investment recorded by CEKD and the share
capital of the subsidiaries are accounted for as reorganisation reserve in the pro forma consolidated statement of
financial position.
The Group is regarded as a continuing entity resulting from the reorganisation exercise because the management of all
the entities within the Group , which took part in the reorganisation exercise, was under common control before and
immediately after the reorganisation exercise. The Group has applied the merger method of accounting on a
retrospective basis and restated its comparative as if the consolidation had taken place before the start of the earliest
period presented in the financial statements.
The audited financial statements of the Group and of the Company as at 31 August 2020 were not subject to any audit
qualification.
The pro forma financial information of the Group comprises the pro forma consolidated statement of financial position
as at 31 August 2020. adjusted for the impact of the Pre-[PO Exercise (Note 2.2.1), IPO (Note 2.2.2) and util isation of
proceeds from the IPO (Note 3.1 .3).
The pro forma financial information, because of its nature, may not reflect the actual financial position of the Group.
Furthermore, such information does not predict the future financial position of the Group.
[n conjunction with and as an integral part of the listing of and quotation for the entire enlarged issued share capital of
CEKD on the ACE Market, the Company intends to undertake the following transactions:
On 25 November 2020, CEKD issued and alloted 127 new CEKD Shares to the existing shareholders at a total
consideration of RM 13. Upon completion of the Share Issuance, the total number of ordinary shares increased from
100 to 227 shares.
287
I Registration No.: 201801023077 (1285096-M) I
CEKDBERHAD
(Formerly known as Print & Pack Solution Group 8erhad)
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2020
2.2.1.2 Acquisitions
On 7 December 2020, CEKD have entered into the following conditional share sa le agreements:
(i) acquisition of the entire equity interest in Sharp DCM for a to tal purchase consideration of RM28,634,400 to be
satisfied by issuance of 120,312 ,605 new CEKD Shares at an issue price of RMO.238 per Share; and
(ii) acquisi tion of the entire equity interest in Hotstar for a total purchase consideration of RM5 ,633,500 to be satisfied
by issuance of 23,670 , 168 new CEKD Shares atan issue price ofRMO.238 per Share.
The abov e considerations were derived after taking into consideration the adjus ted NA as follow s:
Sharp DCM
Group Hotstar
RM RM
Upon completion of the Acquisitions, the issued share capital of CEKD increased to RM34 ,267,923 comprising
143,983,000 Shares.
2.2.2 IPO
The Public Tssue of 50,590,000 new CEKD Shares, representing approx imately 26.0% of the enlarged issued share
capital at TPO Price amounting to RM[e], payable in fuJi on application , upon such term s and conditions as set out in
the Prospectus, will be allocated and allotted in th e following manner:
(a) 9,729,000 new CEKD Shares made available for application by the Malaysian Public;
(b) 9,729,000 new CEKD Shares made ava ilable for application by the eligible Directors, employees and persons who
have co ntributed to tIle success of the Group;
(c) 11 ,675,000 new CEKD Shares by way of pri vate placement to selected investors; and
(d) 19,457,000 new CEKD Shares by way of private placement to Bumiputera investors approved by MIT!.
2.2.2.2 Listing
The admission ofCEKD to the Official List of Bursa Securiti es, and the entire enlarged issued share capital of RM[e]
comprising 194,573 ,000 CEKD Shares shall be listed and quoted on the ACE Market upon completion of the Public
Tssue.
288
I Registration No .: 201801023077 (128S096-M)
14. REPORTING ACCOUNTANTS' REPORT ON PRO FORMA COMBINED FINANCIAL INFORMATION (Cont'd)
CEKD BERI-IAD
(FOI'mcrly known as Priut & Pack Solutiou GrouJl Bcrhad)
I' RO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 AliGliST 2020
Pro Forma I
After Pro FOI'ma \I Pro Forma III
Adjustments for Adjustments for After Pro After Pro Forma
Audited as at 31 Pre-I PO Pre-IPO Forma I and Utilisation of II and utilisation
August 2020 Exe rcise Exercise 11'0 11'0 proceeds of proceeds
RM RM RM RM RM RM RM
Assets
No n-current assets
Property, planl and eq uipment 27,223,831 27,223,831 27,223,831 [el [e]
Goodwill on conso lidation 453,570 453,570 453,570 453,570
Other investments 2,859,980 2,859,980 2,859,980 2,859,980
30,537,381 30,537,381 30,537,381 [el [el
Current assets
Inventories 4,796,039 4,796,039 4,796,039 4,796,039
Trade receivables 6,486,313 6,486,313 6,486,3 13 6,486,3 13
Oth e r receivables, deposits and prepayments 209,600 509,481 719,08 1 7 19,081 [el [el
Fixed deposits w ith I icensed bank 3,416,816 3,416,8 16 3,4 16,816 3,4 16,8 16
Cash and bank balances 10 5,014, 118 5,014,128 re] [el [e] [el
209,610 20,222,767 20,432,377 [el [el [el [eJ
Total asscts 209,610 50,760, 148 50,969,75 8 [el [el [e] [el
289
I Registration No.: 201801023077 (1285096-M) I
14. REPORTING ACCOUNTANTS' REPORT ON PRO FORMA COMBINED FINANCIAL INFORMATION (Cont'd)
C EKD BERHAD
(Formcrly known as Print & Pack Solution Group Bcrhad )
PRO FORMA C ONSOLIDATED STATEMENT O F FI NA NC IA L POS ITION AS AT 31 AUGUST 2020
Pro Forma I
After Pro Forma II Pro Forma III
Adjustments for Ad,jus tments for After Pro After Pro Forma
Audited as at 31 Pre-I PO Pre- IPO Forma I and Utilisation of II a nd utilisa tion
August 2020 Exercise Exercise IPO IPO proceeds of proceeds
RM RM RM RM RM RM RM
Equity and liabilities
Equity
Share capital 10 34,267,913 34,267 ,923 [el [el [el [el
Reo rganisation reserve (3 [,9 [7,900) (31 ,917,900) (3 1,9 17,900) (3 1.9 17,900)
(Accumu[ ated [osses)/Retained earn ings (38,028) 31 ,863,4 01 3 1,825 ,373 3 1,825,373 (el (el
(Shareholders' deficit)ff ota l equity (38,018) 34,21 3,414 34, 175,396 [e l [el (el (el
Liabilities
Non-current liabilities
Loans and borrowin gs 12,26 1,325 12,26 1,325 [2,26 1,325 (el [el
Defe rred tax lia bilit ies 902, 184 902, 184 902, [84 902, 184
13, [63,509 13 , 163,509 13 , 163,509 [el [e]
Current liabilities
Trade payabl es 205,235 205,235 205,235 205 ,235
Other payabl es and accru als 2 15, 120 1,832,800 2,047,920 2,047,920 [e] [el
Amount owin g to a Dire ctor 32,508 32,508 32,508 32,508
Lo ans and borrowin gs 1,084,889 1,084,889 1,084,889 [el [el
Tax payabl e 260,30 [ 260,30 1 260,30 I 260,301
247,628 3,383 ,225 3,63 0,853 3,630,853 [el rel
Total liabilities 247,628 16,5 46,73 4 16,794,362 16,794,362 [e] [e l
Total equity and liabilities 209,61 0 50,760, 148 50,969,758 [el (el [el (e]
14. REPORTING ACCOUNTANTS' REPORT ON PRO FORMA COMBINED FINANCIAL INFORMATION (Cont'd)
CEKD BERHAD
(Formcrly known as Print & Pack Solution Group 8crllad)
I'RO rORMA CONSOLIDATED STATEMENT OF rlNANCIAL POSITION AS AT 31 AUGUST 2020
3,0 Pro Forma Consolidatcd Statemcnt of rinandal Position liS at 31 August 2020 (Cont'd)
(I) Calculated based on the loans and borrowings (excludi ng lease liabilities arising /Tom rental ofieased buildings) of our Group divided by the total equity of our Group.
(2) Calculated based on total current assets divided by total current liabilities orour Group.
291
I Registration No.: 201801023077 (1285096-M)
CEKDBERHAD
(Formerly known as Print & Pack Solution Group Berhad)
PRO FORMA CONSOUDATED STATEMENT OF FINANCIALPOSITJON
AS AT 31 AUGUST 2020
Pro Fonna I incorporates the effects of Pre-IPO Exercise as set out in Note 2.2.1.
Pro Forma JI incorporates the effects of Pro Forma 1 and the 1PO as set out in Note 2.2.2
Pro Forma III incorporates the effects of Pro Forma II and the utilisation of proceeds from IPO.
The estimated gross proceeds from the IPO of RM[ e] wi II be util ised as fo llows:
Notes:
(I ) To finance partly the acquisition ofa factory at Taman Perindustrian KIP, Kepong. Kuala Lumpur for Hotstar's
business operations.
(2) RM[e] million to purchase machineries to support business expansion and increase production efficiency and
RM[e] million to upgrade and develop computer softwares and server.
(3) As at the LPD, out of the total util isation of proceeds for acquisition of factory and capital expenditure total ing
RM[ e], RM[ e] is not supportable by any purchase orders, sales and purchase agreements or contractually
binding agreements save for the expenses to upgrade and develop computer softwares and server amounting to
RM [e] . However, in accordance with Paragraph 9.18(a)(i i), Division J - Equity of the Prospectus Guidelines
issued by the SC the Group has illustrated the utilisation of proceeds to acquire factory , purchase machineries
and upgrade and develop computer softwares and server totaling RM[e] in the Pro Forma Consolidated
Statement of Financial Position.
(4 ) RM[e] has been earmarked to repay term loan from CIMS Sank which was utilised to finance a 6-storey
detached factory complex.
RM
Professional fees [e]
Fees payable to authorities [e]
Underwriting, placement and brokerage fees [e]
Printing, advertising fees and contingencies e
[e]
Estimated listing expenses of RM[ e] will be set-off against equity and the remaining will be charged out to the
profit or loss.
ECOVIS MALAYSIA PLT
[AI' 001825)
8 Chartered Accountants
For identification purposes only
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CEKDBERHAD
(Formerly known as Print & Pack Solution Group Berhad)
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AlJGUST 2020
RM RI\1
As audited on 31 August 2020
Pro Forma I:
Pre-IPO Exercise 27.223,831
A f1er effects of Pro Forma I, II 27,223,831
Pro Forma [[I:
Utilisation of proceeds from IPO:
- Acquisition offactory [e)
- Capital expenditure [e) [e)
After effects of Pro Forma III [e)
RM RM
As aud ited on 31 August 2020 10
Pro Forma 1:
Pre-IPO Exercise 5,014,118
After effects of Pro Forma I 5,014,128
Pro Forma ll:
IPO [e]
After effects of Pro Forma II [e]
Pro Forma HI:
Utilisation of proceeds from IPO:
- Acquisition offactory [e)
- Capital expenditure [e]
- Repayment of bank borrowings [e]
- Estimated listing expen ses [e] [e]
After effects of Pro Forma III [e)
No. of Shares RM
As audited on 31 August 2020 100 10
Pro Fonna I:
Pre-fPO Exercise 143,982,900 34,267,913
After effects of Pro Forma I 143,983,000 34,267,923
Pro Forma 11 :
[PO 50,590.000 [e]
After effects of Pro Forma II 194,573,000 [e]
Pro Fonna III:
Utilisation of proceeds from IPO:
- Estimated listing expen ses offset against equity [e]
After effects of Pro Forma III 194,573,000 [eJ
RM
As audited on 31 August 2020
Pro Forma I:
Pre-IPO Exercise (31.917.900)
After effects of Pro Forma I, II, 111 (3 1,91 7,900)
C EKD BERHAD
(Formerly known as Print & Pack Solution Group 8 erhad)
PRO FORMA CONSOLlDA TED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2020
RM
As audited on 31 August 2020 (38,028)
Pro Forma I:
Pre-IPO Exerci se 31.863.40 I
After effects of Pro Forma I, II 31,825,373
Pro Forma 1II:
Utilisation of proceed s from lPO:
- Estimated li sting expen ses charged to profit or loss [e1.
After effects of Pro Forma III [e ]
RM
As audited on 31 August 2020
Pro Forma I:
Pre-IPO Exerci se 13.346.214
After effects of Pro Form a 1, II 13,346,214
Pro Forma 11[:
Utilisation of proceeds from IPO:
- Repayment of bank borrowings [e]
After effects of Pro Forma III
ECOVIS MALAYSIA PL T
IAf 0018'15)
10 Chartered Accountants
For identification purposes only
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I Registration l\Jo.: 201801023077 (1285096-M) I
CEKDBERHAD
(formerly known as Print & Pack Solution Group Berhad)
PRO FORMA CONSOLIDATED STA TEMENT OF FINANClAL POSITION
AS AT 31 AUGUST 2020
The pro fonna consolidated statement of financi al position is approved by the Board of Directors of CEKD Berhad (formerly
known as Print & Pack Solution Group Berhad) in accordance with Directors' resolution dated 9 December 2020.
(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 subsidiaries.
(c) Save for the issuance of our subscribers' shares upon our incorporation and new
Shares issued and to be issued for the Acquisitions and Public Issue as disclosed in
Sections 4.3, 6.1, 6.2 and 15.2 respectively, no shares of our Company or our
subsidiaries 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, 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
subsidiaries are set out below.
Sharp DCM's share capital as at LPD is RM1,500,OOO comprising 1,500,000 ordinary shares.
The movements in its share capital since incorporation are as follows:
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15.2.2 Hotstar
Hotstar's share capital as at LPD is RM850,000 comprising 850,000 ordinary shares. The
movements in its share capital since incorporation are as follows:
Note:
( 1)
Issue of shares to satisfy the consideration for the purchase of machineries,
equipment and goodwill.
15.2.3 Focuswin
Focuswin's share capital as at LPD is RM400,002 comprising 400,002 ordinary shares. The
movements in its share capital since incorporation are as follows:
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.
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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:
8.1 Without prejudice to any speCial rights previously conferred on the holders of any
existing Shares or class of Shares but subject to the Act, the Listing ReqUirements,
any other statutory requirements, and to this Constitution, shares in the Company
may be issued by the Directors and any such shares may be issued with such
preferred, deferred or other special rights or such restrictions, whether in regard
to diVidend, voting, return of capital or otherwise as the Directors, subject to any
ordinary resolution of the Company, may determine.
8.2 No Shares shall be issued at a discount except in compliance with the provisions of
the Act.
8.3 The rights attaching to Shares of a class other than ordinary shares, shall be
expressed in this Constitution.
8.4 No issue of Shares shall be made without the prior approval of the members of
the Company in general meeting.
8.5 No Director shall participate in a scheme that involves a new issuance of Shares to
employees unless the Members in a general meeting have approved the specific
allotment to be made to such Director.
9.1 Subject to the Act, the Listing Requirements, any other relevant authority for the
time being in force, and the conditions, restrictions and limitations expressed in
this Constitution, any preference shares may with the sanction of an ordinary
resolution be issued on the terms that they are or at the option of the Company
are liable to be redeemed and the Company has the power to issue such
preference capital ranking equally with, or in priority to preference shares already
issued.
9.2 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 6 months;
(b) on a proposal to reduce the Company's share capital;
(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;
(e) on a proposal to wind up the Company; and
(f) during the winding up of the Company.
9.3 A holder of preference shares shall be entitled to the same rights as a holder of
ordinary shares in relation to receiving notices, reports, and audited financial
statements, and attending general meetings of the Company.
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9.4 The Company shall not allot any preference shares or convert any issued shares
into preference shares unless in accordance with the right of the Members with
respect to repayment of capital, participation in surplus assets and profits,
cumulative or non-cumulative dividends, voting and priority of payment of capital
and dividend in relation to other Shares and other classes of preference shares as
set out in this constitution.
The repayment of preference share capital other than redeemable preference shares 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 3/4 of the preference capital concerned within 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 3/4 of the issued shares 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. To every such separate general meeting the provisions of this
Constitution relating to general meetings shall mutatis mutandis apply so that the
necessary quorum shall be 2 persons at least holding or representing by proxy 1/3 of the
issued shares of the class and that any holder of shares of the class present in person or
by proxy may demand a poll. 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 not, 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 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 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.
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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 on so much 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 recognize (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.
The certificates of title to Shares, stock, debentures, debenture stock, notes and other
securities shall be issued under the Seal of the Company in such form as the Directors may
from time to time prescribe provided that such certificates shall comply with all security
features, size and other requirements prescribed by the Exchange and any authorities and
all such certificates shall be signed by a Director and shall be countersigned by the
Secretary or by a second Director or by some other person appOinted by the Director for
this purpose. It shall be sufficient evidence that the Seal has been duly affixed to any such
certificate and signed as aforesaid if an autographic or facsimile of the signatures of the
aforesaid authorised persons appear thereon.
The Company must ensure that all new issues of Securities for which listing is sought are
made by way of crediting the Securities accounts of the allottees with such Securities save
and except where they are specifically exempted from compliance with Section 38 of the
Central Depositories Act, in which event they shall so similarly be exempted from
compliance with this proviSion. For this purpose, the Company must notify the Depository
of the names of the allottees and all such particulars required by the Depository, to enable
the Depository to make the appropriate entries in the Securities accounts of such allottees.
Subject to the provisions of the Act, the Central Depositories Act and the Rules, the
Company shall allot and/or issue Securities, despatch notices of allotment to the allottees
and make an application for the quotation of such Securities within the period as may be
prescribed by the Exchange and deliver to the Depository the appropriate certificates in
such denominations as may be specified by the Depository and registered in the name of
the Depository or its nominee company.
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Subject to the Act, this Constitution, the Central Depositories Act, the Rules, the Listing
Requirements, any other relevant authority for the time being in force, and the conditions,
restrictions and limitations expressed in this Constitution, the Company may from time to
time, whether all the shares for the time being authorised shall have been issued or 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, any new shares or other convertible securities of whatever kind for the time being
unissued and not allotted and any new Shares or Securities from time to time to be created
shall, before they are issued, 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 shall 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 also dispose of
any new Shares or Securities which (by reason of the ratio which the new Shares or
Securities bear to Shares or Securities held by persons entitled to an offer of new Shares or
Securities) cannot, in the opinion of the Directors, be conveniently offered under this
Constitution.
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 allotments, the payment of calls and instalments, lien, transfer, transmission, forfeiture
and otherwise as the original share capital.
The Company may by ordinary resolution and subject to the Act, the Central DepOSitories
Act, the Rules, the Listing Requirements, any other relevant authority for the time being in
force, and the conditions, restrictions and limitations expressed in this Constitution:
54.1 consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
54.2 subdivide its share capital or any part thereof into shares of smaller amount subject
nevertheless to the provisions of the Act and so that as between the resulting
shares, 1 or more of such shares may, by the resolution by which such subdivision
is effected, be given any preference or advantage as regards dividend, return of
capital, voting or otherwise over the others or any other of such shares;
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54.3 cancel shares which at the date of the passing of the resolution in that behalf have
not been taken or agreed to be taken by any person or which have been forfeited
and diminish the amount of its share capital by the amount of the shares so
cancelled; or
54.4 convert and/or re-classify any class of shares into any other class of shares.
The Company may by special resolution, subject to the Act, the Central Depositories Act,
the Rules, the Listing Requirements, any other relevant authority for the time being in
force, and the conditions, restrictions and limitations expressed in this Constitution, reduce
its share capital, any capital redemption reserve fund or any share premium account in any
manner authorised by the Act and subject to any consent required by law.
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:
The Directors may exercise all the powers of the Company to borrow money 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 subsidiary company subject to the law including but
not limited to the provisions of the Act and the Listing Requirements, as they may think fit.
111.1 Subject to this Constitution any question arising at any meeting of the Directors
shall be decided by a majority of votes, each Director having 1 vote and a
determination by a majority of the Directors shall for all purposes be deemed a
determination of the Directors .
111.2 In case of an equality of votes, the Chairman of the meeting shall have a second or
casting vote EXCEPT where only 2 of the Directors form a quorum and only such
Directors are present at the meeting or where only 2 of the Directors are competent
to vote on the question in issue, whereupon the resolution shall be deemed not to
have been passed, without affecting any other businesses at the meeting.
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 221 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.
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Without prejudice to the provisions of any other Constitution, the Act and the Listing
Requirements, a Director may vote in respect of:
114.1 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
114.2 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.
The provisions in our Constitution dealing with remuneration of Directors are as follows:
93. The fees and benefits payable to the Directors of the Company including
compensation for loss of employment of a Director or a former Director of the
Company shall from time to time be approved by members in general meeting and
shall (unless such resolution otherwise provides) be divisible among the Directors as
they may agree PROVIDED ALWAYS that:
93.2 fees payable to non-executive Directors shall be a fixed sum and not by a
commission on or percentage of profits or turnover.
94.1 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.
94.2 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.
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The provisions in our Constitution dealing with transfer of shares are as follows:
Subject to the restriction imposed by this Constitution, the Listing Requirements, the
Central Depositories Act and the Rules (with respect to transfer of Deposited Security), the
transfer of any listed security or class of listed security of the Company, shall be by way of
book entry by the Depository in accordance with the Rules and, notwithstanding Sections
105, 106 or 110 of the Act, but subject to subsection 148(2) of the Act and any exemption
that may be made from compliance with subsection 148(1) of the Act, the Company shall
be precluded from registering and effecting any transfer of the listed securities.
32.1 Subject to the provisions of the Act and this Constitution, any Member may transfer
all or any of his Shares (which as not Deposited Securities) by a duly executed and
stamped instrument in writing. The instrument shall be executed by or on behalf of
the transferor and the transferor shall remain the holder of the shares transferred
until the transfer is registered and the name of the transferee is entered in the
Register of Members in respect thereof.
32.2 The instrument of transfer must be left for registration at the Office of the Company
together with such fee not exceeding RMl.OO 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 this Constitution register the transferee as a
shareholder and retain the instrument of transfer.
32.3 The Directors may, in their absolute discretion through passing of a resolution
setting out the reasons of refusal or delay in the registration of 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
within 30 days from the receipt of the instrument of transfer. Such notice of the
resolution including the reasons thereof shall be sent to the transferor and the
transferee within 7 days of the resolution being passed.
32.4 Neither the Company nor its Directors nor any of its officers shall incur any liability
for any transfer of shares apparently made by sufficient parties, although the same
may, by reason of any fraud or other cause not known to the Company or 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 transferred, the
transfer may, as between the transferor and transferee be liable to be set aside and
notwithstanding that the Company may have notice of such transfer. 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.
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32.6 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.
32.7 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. All
powers of attorney granted by members for purpose (interalia) of transferring
shares which may be lodged produced or exhibited to the Company or any of its
proper officers shall as between the Company and the grantor of such powers be
taken and deemed to continue and remain in full force and effect and the same may
be acted upon until such time as express notice in writing of the revocation of the
same shall have been given and lodged at the registered office of the Company.
(a) Save for the dividends paid to the shareholders of our subsidiaries in FYE 2020,
purchase consideration paid to CEKD Holding for the Acquisitions as disclosed in
Section 6.2 and Directors' remuneration as disclosed in Section 5.2.4, 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.
(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,
Financial AdViser, 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.
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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;
(b) Audited financial statement of CEKD from the date of incorporation up to 31 August
2019 and FYE 2020, and audited financial statements of Sharp DCM and Hotstar for
FYE 2018, 2019 and 2020;
(d) Reporting Accountants' report relating to our pro forma consolidated financial
information as set out in Section 14;
Our Directors and Promoters 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 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.
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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
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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 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. The CDS Account must be in your
own name. Invalid, nominee or third party CDS Accounts will not be accepted for
the Applications.
In the case of an application by way of Application Form, you must state your CDS Account
number in the space provided in the Application Form.
In the case of an application by way of Electronic Share Application, you shall furnish your
CDS Account number to the Participating Financial Institution by way of keying in your CDS
Account number if the instructions on the ATM screen at which you enter your Electronic
Share Application require you to do so. Only an individual can make an Electronic Share
Application. A corporation or institution cannot apply for our IPO Shares by way of
Electronic Share Application.
In the case of an Application by way of Internet Share Application, you shall furnish your
CDS Account number to the Internet Participating Financial Institutions by keying your CDS
Account number into the online application form. Only an individual who has an existing
account to their internet financial services with the Internet PartiCipating Financial
Institutions can make an Internet Share Application. A corporation or institution cannot
apply for our IPO Shares by way of Internet Share Application.
Only ONE Application Form for each category from each applicant will be considered and
APPLICATIONS MUST BE FOR AT LEAST 100 IPO SHARES OR MULTIPLES OF 100
IPO SHARES.
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You can only apply for our IPQ 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 IPQ Shares; or
(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.
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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 [ J or by such other time and date
specified in any change to the date or time for closing.
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, HSBC Bank Malaysia Berhad, Malayan
Banking Berhad, Public Bank Berhad, RHB Bank Berhad and Standard Chartered Bank
Malaysia Berhad (at selected branches only). 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.
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The Issuing House, on the authority of our Board reserves the right to:
(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 anytime 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.
(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 "Alf 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.
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(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).
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 SICDA, Bursa Securities has prescribed our
Shares as Prescribed Securities. As such, our IPO Shares issued / offered through our
Prospectus will be deposited directly with Bursa Depository and any dealings in these
Shares will be carried out in accordance with the SrcDA and Depository Rules.
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(d) In accordance with Section 29 of the SICDA, 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
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.
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