APGH 10-Q
AleeanPeace Group Holdings Ltd (APGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| The OTC Market – Pink Sheets |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 13, 2024 | |
| Common Stock, par value |
TABLE OF CONTENTS
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2024 AND DECEMBER 31, 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
As of June 30, 2024 (Unaudited) | As of December 31, 2023 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Deposits paid and other receivables | ||||||||
| Cash and cash equivalents | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Investment in other companies | $ | $ | ||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Account payable | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Share subscription received in advance | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of June 30, 2024 and December 31, 2023 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | ||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
| F-2 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| REVENUE | ||||||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OTHER INCOME | ||||||||||||||||
| SELLING AND DISTRIBUTION EXPENSES | ( | ) | ( | ) | ( | ) | ||||||||||
| GENERAL AND ADMINSTRATIVE EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX PROVISION | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Foreign exchange translation (loss)/gain | ( | ) | ||||||||||||||
| COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS PER SHARE – BASIC AND DILUTED | ) | ) | ) | ) | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Six Months Ended June 30, 2024 (Unaudited)
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Foreign exchange translation gain | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Six Months Ended June 30, 2023 (Unaudited)
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Foreign exchange translation loss | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-4 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Six months ended June
30, 2024 | Six months ended June
30, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Account payable | ||||||||
| Deposits paid, prepayments and other receivables | ( | ) | ||||||
| Amount due to a corporate shareholder | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Investment in other companies | ( | ) | ||||||
| Refund of investment in other company | ||||||||
| Net cash generated from/(used in) investing activity | $ | $ | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Share subscription received in advance | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F-5 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
SEATech Ventures Corp. is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial statement presentation, SEATech Ventures Corp. and its subsidiaries are herein referred to as “the Company” or “we”.
The Company business of which planned principal operations are to provide business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry.
On
May 2, 2018, the Company acquired
On
December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired
On
October 04, 2021, SEATech Ventures (HK) Limited subscribed
On
January 03, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing
On
October 13, 2023, the Company issued
shares of its restricted common stock at $
per share to the shareholders of Just Supply Chain Limited (“JSCL”), for acquisition of one hundred percent (
Details of the Company’s subsidiaries:
Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | ||||||||
| 1. | % | |||||||||||
| 2. | % | |||||||||||
| 3. | % | |||||||||||
| 4. | % | |||||||||||
| F-6 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the six months ended June 30, 2024 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd.. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Condensed Consolidated Balance Sheet information as of December 31, 2023 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on May 10, 2024. These financial statements should be read in conjunction with that report.
Basis of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Revenue recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to ICT and technology-based companies.
| F-7 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Cost of revenue
Cost of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development advisory services.
Investments
Investments in equity securities
The
Company accounts for its investments that represent less than
Accounts receivable
Accounts receivable are recorded at the invoiced amount less an allowance for expected credit losses. Management reviews the adequacy of the allowance for expected credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| F-8 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period
ended June 30, 2024, the Company incurred a net loss of $
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its Chief Executive Officer cum shareholder. Management believes the existing shareholder or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
| F-9 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiaries in Malaysia, maintains the books and record in Ringgit Malaysia (“MYR”), being the primary currency of the economic environment in which these entities operate.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
As of and for the period ended June 30, 2024 | As of and for the period ended June 30, 2023 | |||||||
| Period-end RM : US$1 exchange rate | ||||||||
| Period-average RM : US$1 exchange rate | ||||||||
| Period-end HK$: US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-10 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recently adopted Accounting Standards
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
| F-11 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3. COMMON STOCK
On
April 2, 2018, the founder of the Company, Mr. Chin Chee Seong purchased shares of restricted common stock of the Company at
a par value of $ per share. The monies from this transaction, which totaled $
On
May 14, 2018, the Company issued shares of restricted common stock to Mr. Chin Chee Seong and Mr. Seah Kok Wah respectively,
with a par value of $ per share, for total additional working capital of $
On
August 7, 2018, the Company issued shares of restricted common stock to Greenpro Venture Capital Limited with a par value
of $ per share, for total additional working capital of $
On
August 8, 2018, the Company issued shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated
in Cayman Islands with a par value of $ per share, for additional working capital of $
On
August 27, 2018, the Company issued shares of restricted common stock to STVC Talent Sdn. Bhd, a company incorporated in Malaysia
with a par value of $ per share, for additional working capital of $
On September 7, 2018, the Company sold shares to 2 shareholders, of whom reside in Malaysia. A total of shares of restricted common stock were sold at a price of $ per share. The total proceeds to the Company amounted to a total of $.
On September 12, 2018, the Company sold shares to a shareholder, of whom reside in Malaysia. A total of shares of restricted common stock were sold at a price of $ per share. The total proceeds to the Company amounted to a total of $.
In between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia. A total of shares of restricted common stock were sold at a price of $ per share. The total proceeds to the Company amounted to a total of $.
From June 12, 2019 to May 4, 2020, the company issued shares of common stock at a price of $ per share through the Initial Public Offering (IPO) to 70 non-US residents.
On October 13, 2023, the Company issued shares of its restricted common stock at $ per share to 8 shareholders of Just Supply Chain Limited (“JSCL”), for acquisition of one hundred percent (%) of the equity of JSCL. On May 06, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of the entity.
As of June 30, 2024, SEATech Ventures Corp. has an issued and outstanding common share of .
4. ACCOUNTS RECEIVABLE
As of June 30, 2024 (Unaudited) | As of December
31, 2023 | |||||||
| Accounts receivable, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The movement in the allowance for expected credit loss for the period ended June 30, 2024 and year ended December 31, 2023 were as follows:
As of June 30, 2024 (Unaudited) | As of December
31, 2023 | |||||||
| Balance at beginning of the period/year | $ | $ | ||||||
| Additions of allowance | ||||||||
| Balance at end of the period/year | $ | $ | ||||||
The accounts receivable represents receivable amount from companies where the Company owns equity interest, which are trade in nature and subject to normal trade term.
5. CASH AND CASH EQUIVALENTS
As
of June 30, 2024, the Company recorded $
| F-12 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
6. DEPOSITS PAID AND OTHER RECEIVABLES
Deposits paid and other receivables consisted of the following as of June 30, 2024 and December 31, 2023:
| As of | As of | |||||||
June 30, 2024 (Audited) | December 31, 2023 (Audited) | |||||||
| Deposits paid | ||||||||
| Other receivables | ||||||||
| Total deposits paid and other receivables | $ | $ | ||||||
7. INVESTMENT IN OTHER COMPANIES
As of June 30, 2024 (Unaudited) | As of December 31, 2023 (Audited) | |||||||
| AsiaFIN Holdings Corp.1 | $ | $ | ||||||
| Angkasa-X Holdings Corp.2 | ||||||||
| JOCOM Holdings Corp.3 | ||||||||
| catTHIS Holdings Corp. 4 | ||||||||
| Celmonze Wellness Corporation 5 | ||||||||
| Total investment in other companies | $ | $ | ||||||
| 1 |
| 2 |
| 3 |
| 4 | |
| 5 |
8. ACCOUNT PAYABLE
As of June
30, 2024 |
As of December
31, 2023 |
|||||||
| Account payable | $ | $ | ||||||
| Total account payable | $ | $ | ||||||
The account payable represents payable to a wholly owned subsidiary of a corporate shareholder which is trade in nature.
| F-13 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
9. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following as of June 30, 2024 and December 31, 2023:
As
of (Unaudited) | As
of December 31, 2023 (Audited) | |||||||
| Accrued audit fees | $ | $ | ||||||
| Accrued expenses1 | ||||||||
| Accrued professional fees2 | ||||||||
| Total payables and accrued liabilities | $ | $ | ||||||
| 1 |
| 2 |
10. INCOME TAXES
For the six months ended June 30, 2024 and 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:
Six months ended June 30, 2024 (Unaudited) | Six months ended June 30, 2023 (Unaudited) | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | $ | ( | ) | ||
| Foreign, representing | ||||||||
| - Labuan | ( | ) | ( | ) | ||||
| - Hong Kong | $ | ( | ) | $ | ||||
| - Malaysia | ( | ) | ( | ) | ||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
For the period ended June 30, 2024 (Unaudited) | For the period ended June 30, 2023 (Unaudited) | |||||||
| Current: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ | ||||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2024, the
operations in the United States of America incurred $
Labuan
Under
the current laws of the Labuan, SEATech Ventures Corp is governed under the Labuan Business Activity Act, 1990. The tax charge for such
company is based on
Hong Kong
SEATech
Ventures (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of
Malaysia
SEATech
CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate
range from
| F-14 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| Schedule of computation of net loss per share: | For
the period ended June 30, 2024 (Unaudited) | For
the period ended June 30, 2023 (Unaudited) | ||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – Basic and diluted | ||||||||
| Net loss per share – Basic and diluted# | $ | ) | $ | ) | ||||
| # |
12. COMMITMENTS AND CONTINGENCIES
As
of June 30, 2024, the Company has
13. RELATED PARTY BALANCES AND TRANSACTIONS
| Accounts receivable from related parties (Refer Note 4): | As of June 30, 2024 (Unaudited) | As of December
31, 2023 | ||||||
| Accounts receivable, net | ||||||||
| - catTHIS Holdings Corp.1 (net of allowance
of $ | $ | $ | ||||||
| - JOCOM Holdings Corp.1 | ||||||||
| -Celmonze Wellness Corporation2 | ||||||||
| Total | $ | $ | ||||||
| F-15 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The above related party receivables are trade in nature and subject to normal trade terms.
| Account payable due to related parties (Refer Note 8): | As of June 30, 2024 (Unaudited) |
As of December
31, 2023 |
||||||
| Account payable: | ||||||||
| - GreenPro Financial Consulting Limited3 | $ | $ | ||||||
The above related party account payable is trade in nature.
| Other payables due to related parties (Refer Note 9): | ||||||||
| - Mr. Chin Chee Seong (Director and Executive Officer) | ||||||||
| - Mr. Tan See Meng5 (Director) | ||||||||
| - Mr. Cheah Kok Hoong (Director) | ||||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth6 (Executive Officer) | ||||||||
| - Mr. Tan Hock Chye7 (Executive Officer) | ||||||||
| - Mr. Louis Ramesh Ruben8 (Director) | ||||||||
| - Mr. Seah Kok Wah9 (Director) | ||||||||
| - Asia UBS Global Limited4 | ||||||||
| Total | $ | $ | ||||||
The above other payables to directors and executive officers represent salary and director fees payable.
The above other payable to Asia UBS Global Limited represent payables due for professional fees.
| As of | As of | |||||||
| Investment in related parties: | June 30, 2024 (Unaudited) | December 31, 2023 (Audited) | ||||||
| AsiaFIN Holdings Corp 1 | ||||||||
| Angkasa-X Holdings Corp.1 | ||||||||
| JOCOM Holdings Corp.1 | ||||||||
| catTHIS Holdings Corp.1 | ||||||||
| Celmonze Wellness Corporation2 | ||||||||
| Total | $ | $ | ||||||
| F-16 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
For the period ended June 30, 2024 and 2023, the Company has following transactions with related parties:
For the period ended June 30, 2024 (Unaudited) | For the period ended June 30, 2023 (Unaudited) | |||||||
| Included in Revenue are the following sales to related parties: | ||||||||
| - AsiaFIN Holdings Corp.1 | ||||||||
| - catTHIS Holdings Corp.1 | ||||||||
| - Celmonze Wellness Corporation2 | ||||||||
| - GreenPro Financial Consulting Limited3 | ||||||||
| Total | $ | $ | ||||||
| Included in Cost of revenue is the following costs incurred from a related party: | ||||||||
| - GreenPro Financial Consulting Limited3 | $ | $ | ||||||
| Included in General and administrative are the following expenses to related parties: | ||||||||
| Executives’ compensation: | ||||||||
| - Mr. Chin Chee Seong (Director and Executive Officer) | $ | $ | ||||||
| - Mr. Tan See Meng5 (Director) | ||||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth6 (Executive Officer) | ||||||||
| - Mr. Tan Hock Chye7 (Executive Officer) | ||||||||
| Total | $ | $ | ||||||
| Non-executive Directors’ compensation: | ||||||||
| - Mr. Louis Ramesh Ruben8 | $ | $ | ||||||
| - Mr. Cheah Kok Hoong | ||||||||
| - Mr. Seah Kok Wah9 | ||||||||
| Total | $ | |||||||
| Company secretary fees: | ||||||||
| -Asia UBS Global Limited4 | $ | $ | ||||||
| i | ||||||||
| Professional fees: | ||||||||
| - Asia UBS Global Limited4 | $ | $ | ||||||
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| 7 |
| 8 |
| 9 |
| F-17 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
14. CONCENTRATIONS OF RISKS
(a) Major customers
For the period ended June 30, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:
| For the period ended June 30 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues | Percentage of Revenues | Accounts Receivable, Trade | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Customer B | % | % | ||||||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
(b) Major vendors
For the period ended June 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:
| For the period ended June 30 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Purchases | Percentage of Purchases | Accounts Payable, Trade | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
(c) Credit risk
Financial instruments that are potentially subject to credit risk consists principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
| F-18 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
15. SEGMENT INFORMATION
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
By Geography:
| For the period ended June 30, 2024 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the period ended June 30, 2023 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||
| Net (loss)/profit | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
*Revenues and costs are attributed to countries based on the location of customers.
16. SIGNIFICANT EVENT
Acquisition of Just Supply Chain Limited, a British Virgin Islands company
On
July 12, 2023, the Company entered into an agreement to acquire
The principal activity of JSCL is engaging in online logistic booking platform for customers in Malaysia to book delivery services via the “JustLorry” App available in both Android and Apple IOS devices through its wholly-owned subsidiary, Just Supply Chain Sdn. Bhd. (“JSCSB”), a private limited company in Malaysia.
On
October 13, 2023, the Company issued
shares of its restricted common stock at $
per share to the 8 shareholders of JSCL for the acquisition of
| F-19 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on May 10, 2024 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company.
The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and 100% of SEATech Ventures Sdn. Bhd., which are incorporated in Malaysia, as part of the business development initiative.
At present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
SEATech Ventures Corp. group of companies business activities is that of providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.
| 3 |
Results of Operation
For the three months and six months ended June 30, 2024 and 2023
Revenues
For the three months and six months ended June 30, 2024, the Company has generated revenue of $0 while for three months and six months ended June 30, 2023, the Company has generated revenue of $100,340 and $248,340 respectively. The revenue represented income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services. A decrease of revenue was due to no revenue deal during the three months and six months ended June 30, 2024.
Cost of Revenue and Gross Margin
For the three months and six months ended June 30, 2024, cost incurred in providing corporate development advisory services are $0 while for the three months and six months ended June 30, 2023, cost incurred in providing corporate development advisory services are $71,700 and $187,700 respectively. The decrease of cost of revenue is associated with the decrease in revenue for the three months and six months ended June 30, 2024. Our gross margin for the three months and six months ended June 30, 2024 are $0, gross margin for the three months and six months ended June 30, 2023 are $28,640 and $60,640 respectively.
Selling and marketing expenses
For the three months and six months ended June 30, 2024, we had selling and distribution expenses in the amount of $19 and $44 respectively, while for the three months and six months ended June 30, 2023, selling and distribution expenses are in the amount of $0 and $805 respectively, which were primarily comprised of marketing expenses and expenses incurred for selling of services. The decrease of selling and marketing expenses is associated with lesser marketing expenses incurred for the six months ended June 30, 2024.
General and administrative expenses
For the three months and six months ended June 30, 2024, we had general and administrative expenses in the amount of $32,266 and $75,806 respectively, while for the three months and six months ended June 30, 2023, we had general and administrative expenses in the amount of $45,527 and $84,127 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease of general and administrative expenses is mainly due to lesser administrative expenses incurred for the three months and six months ended June 30, 2024.
Net Loss
For the three months and six months ended June 30, 2024, the Company has incurred a net loss of $32,285 and $75,850 respectively. For the three months and six months ended June 30, 2023, the Company incurred net loss of $16,887 and $24,292 respectively. The losses are mainly derived from the general and administrative expenses.
| 4 |
Liquidity and Capital Resources
As of June 30, 2024 and 2023, we had cash and cash equivalents of $15,823 and $40,056 respectively. We expect increased levels of operating activities going forward will result in more significant cash flows.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
Cash Used In Operating Activities
For the six months ended June 30, 2024 and 2023, net cash used in operating activities were $36,823 and $95,487 respectively.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2024.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 5 |
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None
| 7 |
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal financial officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 8 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEATech Ventures Corp. | ||
| (Name of Registrant) | ||
| Date: August 14, 2024 | ||
| By: | /s/ CHIN CHEE SEONG | |
| Title: | Chief Executive Officer, President, Director, Secretary and Treasurer | |
| Date: August 14, 2024 | By: | /s/ TAN SEE MENG |
| Title: | Director |
| 9 |