ASFH 8-K/A
Asiafin Holdings Corp. (ASFH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act: None
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Item 1.01. Entry into a Material Definitive Agreement
The information contained in Item 2.01 below relating to the Acquisition Agreement (“the “Agreement”) described therein is incorporated herein by reference.
Item 2.01 Completion of an Acquisition or Disposition of Assets.
On December 22, 2022, AsiaFIN Holdings Corp. (“we”, “us” or the “Company”, “AsiaFIN”), executed an Acquisition Agreement (“the “Agreement”) with StarFIN Holdings Limited. (“SFHL”), a private limited company organized under the laws of British Virgin Islands, and the shareholders of SFHL. Pursuant to the Agreement, we purchased 10,000 shares of SFHL (the “SFHL Shares”), representing all of the issued and outstanding shares of common stock of SFHL. As consideration, we agreed to issue to the shareholders of SFHL 8,232,038 shares of our common stock, at a value of $1.10 per share, for an aggregate value of $9,055,242. We consummated the acquisition of SFHL on February 23, 2023. It is our understanding that the shareholders of SFHL are not U.S. Persons within the meaning of Regulations S. Accordingly, the Shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The foregoing description of the Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
SFHL is an investment holding company based in British Virgin Islands (BVI). It offers a range of system solutions services naming from Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) services through its wholly owned subsidiaries, which are StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd. As a result of our acquisition of SFHL, we believe it will create competitive advantage and business synergies mutually for AsiaFIN and SFHL.
Wong Kai Cheong, our Chief Executive Officer, President, Director, Secretary and Treasurer is also the director of SFHL. Wong Kai Cheong holds 29.94% of our issued and outstanding securities and 57.10% of the issued and outstanding securities of SFHL. Hoo Swee Ping, the director of SFHL, holds 10.91% of our issued and outstanding securities and 40.22% of the issued and outstanding securities of SFHL. Cham Hui Yin, our Finance Manager, holds 0.48% of the issued and outstanding securities of SFHL. Upon the consummation of the Acquisition, Wong Kai Cheong, Hoo Swee Ping and Cham Hui Yin received 8,051,511 shares of our restricted common stock collectively.
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CORPORATE HISTORY
AsiaFIN Holdings Corp., (the “Company”) was incorporated in Nevada on June 14, 2019. Our principal executive office is currently located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. Our principal telephone number at such location is +603 21487170. Our website is at: https://asiafingroup.com and information contained on our web site is not part of this Current Report on Form 8-K or our other filings with the Securities and Exchange Commission (“SEC”).
Initially, the Company, through its subsidiaries is in the business of providing market research studies and consulting services to its client, which are primarily in the payment solution industry. On December 22, 2022, we have acquired StarFIN Holdings Limited. (“SFHL”), a private limited company organized under the laws of British Virgin Islands.
As a result of our acquisition of SFHL, we have broadened our service offerings in the technology industry such as providing payment processing solution, software solution on regulatory and financial reporting (RegTech), and Robotic Process Automation software solution across Asia.
Acquisition of SFHL
Upon our acquisition of SFHL, our corporate structure is below:
DESCRIPTION OF OUR BUSINESS
Overview
We offer a range of system solutions in Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) to financial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with existing client in the Asia region. SFHL has over 60 key bank customers on payment processing and our Robotic Process Automation solution company has more than 100 customers in Asia.
Payment Processing
We have our own web-based payment processing system for check clearing used in central banks, financial institutions and payment system providers. This image-based check truncation system (CTS) is similar to the one used in the United States of America, under the CHECK21 standards. Our CTS systems are sold in Malaysia, Singapore, Indonesia, Philippines, Myanmar, Thailand, Pakistan and Bangladesh.
We also have a ISO20022 compliant payment gateway solutions for central bank and financial institutions that is capable of supporting the Straight Through Processing (STP) of all types of payment transactions (including SWIFT, Real-Time Gross Settlement (RTGS), GIRO (NACHA standards) and FAST payment and extendable to interface with various types of payment gateways. Our STP payment gateway are sold in Malaysia, Myanmar and Indonesia.
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RegTech
We have a regulatory and financial reporting (RegTech) system which conform to XBRL reporting standards and other compliance reporting required by Regulatory agencies such as Central Bank, Securities Commission, Tax Authority Department and Companies Registry. Our reporting platform covers financial statistic reporting, credit risk exposure and analysis, risk management reports, FATCA & CRS reporting, external sector reporting, Goods and Services Tax (GST) reporting for reporting entities. We have more than 20 financial institutions using our platform.
Robotic Process Automation
We have our own Artificial Intelligent (AI) based, Robotic Process Automation Software (RPA) solutions for financial institutions, large corporations and small medium enterprises. RPA utilises software Robots for the automation of mundane, labour intensive, manual computer operations. Robots are utilized for the processes where it helps to reduce operational costs and also costs arising from human error. Our system automate the capturing of customer information from identity cards, passports and other identification peripherals. Our solution automatically extract data from customers’ identity card, passport, etc. and immediately fill-in the forms, eliminating the friction and errors caused by manual input, through Intelligent Character Recognition technology and other AI based technologies. Information extracted from an official identification document will then be checked against existing financial institutions database for regulatory screening in Internal Blacklist Check, Anti Money Laundering, Credit Scoring Check, FATCA, Common Reporting Standard (CRS) and ESG reporting, etc.
Industry Overview
Payment Market
Southeast Asia’s booming digital payment market is expected to hit $2 trillion by transaction value in 2030, ballooning threefold over a decade earlier, as more fintech and digital banks emerge from the best-funded segment in the region, according to a new Google-led study. According to BlueWeave consulting firm, it expects the market size to grow at a robust CAGR of 21.1% during the forecast period (2022–2028) recording a value of $67.42 billion by 2028. 2
The growth in digital payments parallels the continued growth of internet users in Southeast Asia, who are expected to number 460 million this year. After years of acceleration, however, the report said digital adoption is “normalizing,” with new users expected to total 20 million in 2022, about half as many as were added in 2020 and 2021.3
The rise of e-commerce and the O2O market has created many scenarios for people to adopt mobile payments in recent years. According to WorldPay, digital/mobile wallet is expected to occupy 60.2% of e-commerce payments by 2024 in the Asia-Pacific region, followed by credit card (16.1%)4
Robotic Process Automation
Robotic Process Automation (RPA) also called “intelligent automation” or “smart automation” refers to advanced technologies that can be programmed to perform a series of tasks, like data manipulation, triggering responses, and creating necessary communication with other processes and systems. RPA is similar to traditional IT automation but the major difference between these technologies is that RPA is, itself, capable of learning and is adaptive to changing circumstances, while a traditional IT automation system is not.5 The Global Robotic Process Automation Market (RPA) Size accounted for $1.89 billion in 2021 and is projected to expand at a compound annual growth rate (CAGR) of 38.2% from 2022 to 2030.6
The Asia-Pacific region has the fastest-growing Robotic Process Automation market share, with significant growth being observed in countries such as China, India, and Australia. The increasing adoption of RPA by the manufacturing and business process outsourcing (BPO) sectors in the Asia-Pacific region is driving the growth of the RPA market in this region.7 The Asia-Pacific robotic process automation in information technology market is expected to develop with a CAGR of 25.95%, during the forecast years of 2021 to 2028.8
Regulatory Technology
Regulatory Technology (RegTech) is the management of regulatory processes within the financial industry via technology, including regulatory monitoring, reporting and compliance. In recent years, there has been a strong regulatory focus on financial crime. The key drivers of RegTech adoption consist of compliance, cost and complexity. The ability of RegTech using technologies such as advanced analytics, robotic process automation and cognitive computing offer new efficiencies in compliance, which offers a lower cost.9
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As the global RegTech market is projected to grow at a rate of over 20% per year to $16 billion by 2025, up from $6.3 billion in 2020, the APAC region is expected to have the highest growth rate10, growing at CAGR of 17.0% during the forecast period. Rising need for regulatory compliance, increasing penetration of advanced technologies such Artificial intelligence (AI), Machine Learning (ML), and cloud computing across the region, and implementation of these solution in fintech industries are some of the major driving factors for the regulatory technology market in Asia-Pacific.11
ASEAN’s digital payment market to reach US 2 trillion in 2030: study: https://kr-asia.com/aseans-digital-payment-market-to-reach-us-2-trillion-in-2030-study
Asia-Pacific Digital Payments Market Set to More than Triple Its Size Crossing USD 67 Billion by 2028 | BlueWeave Consulting: https://www.globenewswire.com/news-release/2022/09/14/2516190/0/en/Asia-Pacific-Digital-Payments-Market-Set-to-More-than-Triple-Its-Size-Crossing-USD-67-Billion-by-2028-BlueWeave-Consulting.html
ASEAN’s digital payment market to reach US 2 trillion in 2030: study: https://kr-asia.com/aseans-digital-payment-market-to-reach-us-2-trillion-in-2030-study
ASIA-PACIFIC PAYMENTS MARKET – GROWTH, TRENDS, COVID-19 IMPACT, AND FORECASTS (2023 – 2028): https://www.mordorintelligence.com/industry-reports/asia-pacific-payments-market
Robotic process automation market- growth, trends, and forecast (2019 - 2024) -https://www.mordorintelligence.com/industry-reports/robotic-process-automation-market
Robotic Process Automation Market Size, Share & Trends Analysis Report By Type, By Service, By Application, By Deployment, By Organization, By Region, And Segment Forecasts, 2022 – 2030 : https://www.grandviewresearch.com/industry-analysis/robotic-process-automation-rpa-market
Robotic Process Automation Market Size Growing at 35.9% CAGR Set to Reach USD 25.1 Billion By 2030 : https://www.globenewswire.com/news-release/2023/02/14/2608219/0/en/Robotic-Process-Automation-Market-Size-Growing-at-35-9-CAGR-Set-to-Reach-USD-25-1-Billion-By-2030.html
ASIA-PACIFIC ROBOTIC PROCESS AUTOMATION IN INFORMATION TECHNOLOGY MARKET FORECAST 2021-2028 : https://inkwoodresearch.com/reports/asia-pacific-robotic-process-automation-in-information-technology-market/
There’s a revolution coming: Embraving the challenge of the new RegTech era - https://assets.kpmg/content/dam/kpmg/cn/pdf/en/2019/06/embracing-the-challenge-of-the-new-regtech-era.pdf
Asia’s regtech leaders: https://thepaypers.com/expert-opinion/asias-regtech-leaders—1257839
Asia-Pacific Regulatory Technology Market 2020-2026 : https://www.researchandmarkets.com/reports/5331944/asia-pacific-regulatory-technology-market-2020
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Key Customers
As of December 31, 2021, there were no customer who accounted for 10% or more of the Company’s revenues.
As of December 31, 2022, there were 1 customer who accounted for 10% or more of the Company’s revenues:
| Revenues (US$) | Percentages of Revenues | Accounts Receivable (US$) | ||||||||||
| Hong Leong Bank Bhd. | 310,318 | 10.87 | % | 127,943 | ||||||||
| Total: | 310,318 | 10.87 | % | 127,943 | ||||||||
Key Suppliers
As of December 31, 2021, there were 2 suppliers who accounted for 10% or more of the Company’s purchases:
| Purchases (US$) | Percentages of Purchases | Accounts Payables (US$) | ||||||||||
| Insite MY International, Inc. 1 | 70,446 | 27.86 | % | 21,445 | ||||||||
| DTS Semangat Sdn. Bhd. | 50,768 | 20.08 | % | 1,792 | ||||||||
| Total: | 121,214 | 47.94 | % | 23,237 | ||||||||
As of December 31, 2022, there were 2 suppliers who accounted for 10% or more of the Company’s purchases:
| Purchases (US$) | Percentages of Purchases | Accounts Payables (US$) | ||||||||||
| Insite MY International, Inc. 1 | 97,862 | 46.63 | % | 20,293 | ||||||||
| DTS Semangat Sdn. Bhd. | 47,542 | 21.65 | % | 1,199 | ||||||||
| Total: | 145,404 | 69.29 | % | 21,492 | ||||||||
1 Our Chief Executive Officer, Mr Wong Kai Cheong is a 77.51% shareholder of Insite MY International, Inc. and is a 32.68% shareholder of AsiaFIN Holdings Corp.. Our shareholder, Mr Hoo Swee Ping is a 22.49% shareholder of Insite MY International, Inc. and is a 13.87% shareholder of AsiaFIN Holdings Corp..
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Intellectual Property
We summarize the following intellectual properties ownership relating to the Company after this acquisition:
Domain Name
| Companies | Types | Domain Name | |||
| 1 | AsiaFIN Holdings Corp. | Domain Name | asiafingroup.com | ||
| asiafinholdings.com | |||||
| asiafin.com.my | |||||
| asiafin.my | |||||
| 2 | OrangeFIN Asia Sdn. Bhd. | Domain Name | orangefinasia.com | ||
| orangefinasia.com.my | |||||
| orangefin.com.my | |||||
| orangefin.net | |||||
| orangefinasia.net | |||||
| 3 | OrangeFIN Academy Sdn. Bhd. | Domain Name | insitemy.com | ||
| insite.my | |||||
| insitemy.com.my | |||||
| insitemm.com |
Trademark/ Pending Trademark Filing
| Trademark Image | Trademark Classes | Description | Trademark No./ Application No. | Application Date | Application Status | |||||
 |
Class 9 ,42 | Company Logo | TM2022017106 | 07/07/2022 | Pending Application | |||||
 |
Class 42 | Company Logo | TM2021010134 | 08/04/2021 | Registered | |||||
 |
Class 36 | Product Logo | TM2021005725 | 04/03/2021 | Pending Application | |||||
 |
Class 36 | Product Logo | TM2021005728 | 04/03/2021 | Pending Application | |||||
 |
Class 36 | Product Logo | TM2021005724 | 04/03/2021 | Pending Application | |||||
 |
Class 9 | Company Logo | TM2021010133 | 08/04/2021 | Pending Application | |||||
 |
Class 9 | Product Logo | TM2021010132 | 08/04/2021 | Pending Application | |||||
 |
Class 9 & 42 | Company Logo | TM2022017104 | 07/07/2022 | Pending Application |
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Employees
As of December 31, 2022, we have the following full-time employees:
| Management | 5 | |||
| Analyst Programmer | 57 | |||
| Project Manager | 15 | |||
| Sales and Marketing | 9 | |||
| Administration, Human Resources and Finance | 11 | |||
| Total | 97 |
All of our employees are located in Malaysia. We believe that we maintain good relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.
PROPERTIES
Our principal executive office located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. We rent the office space from our Chief Executive Officer, Wong Kai Cheong with a monthly rental of approximately RM16,073 (approximately $3,653) per month. We believe this location is adequate for our current operations and needs.
In addition, we have three physical office space we rent with details at below.
| Location | Tenant | Monthly Payment | Use | |||
| Suite 30.01, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. | Insite MY Innovations Sdn. Bhd. | RM10,358 (approximately $2,354) | For company business use | |||
| Unit 17-11, Tower A, Vertical Business Suite, Bangsar South, 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. | Insite MY Innovations Sdn. Bhd. | RM4,000 (approximately $909) | For company business use | |||
| Unit 17-12, Tower A, Vertical Business Suite, Bangsar South, 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. | OrangeFIN Asia Sdn. Bhd. | RM3,000 (approximately $682) | For company business use |
We also own the following properties.
| Location | Owner | Use | ||
| A2-17-1, St Mary Residences, Tower A, Jalan Tengah, 50250 Kuala Lumpur, Malaysia | Insite MY Systems Sdn. Bhd. | Investment for rental and capital gains |
St Mary Residences Real Estate at Kuala Lumpur
In December 2021, we acquired our real estate parcels located at St Mary Residences in Kuala Lumpur Malaysia at an aggregate purchase price of RM1,850,000 (approximately $420,168). The property was delivered to us vacant on March 15, 2022.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of March 03, 2023, the Company has 81,551,838 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
The following table sets forth, as of March 03, 2023, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned | |||||||||
| Executive Officers and Directors | ||||||||||||
| Wong Kai Cheong, Chief Executive Officer, President, Secretary, Treasurer and Director (Principal Executive Officer) | 26,650,929 | 32.68 | % | 32.68 | % | |||||||
| Seah Kok Wah1, Director | 21,850,000 | 26.79 | % | 26.79 | % | |||||||
| Cham Hui Yin, Finance Manager (Principal Financial Officer and Principal Accounting Officer) | 39,713 | 0.05 | % | 0.05 | % | |||||||
| All of executive officers and director as a group | 48,540,642 | 59.52 | % | 59.52 | % | |||||||
| 5% or greater shareholders (excluding officers/directors) | ||||||||||||
| Hoo Swee Ping | 11,310,869 | 13.87 | % | 13.87 | % | |||||||
| SEATech Ventures Corp.2 | 10,000,000 | 12.26 | % | 12.26 | % | |||||||
| AsiaFIN Talent Sdn. Bhd.3 | 4,984,500 | 6.11 | % | 6.11 | % | |||||||
1 Dr Seah Kok Wah owns and controls 95% of the issued and outstanding shares of See Unicorn Ventures Sdn. Bhd.. The values within the row above under the subsection titled, “Executive Officers and Directors,” for Dr. Seah, are computed accounting for Dr. Seah’s indirect ownership in the Company via his control of “See Unicorn Ventures Sdn. Bhd.” This row does not, however, account for his ownership in the Company via his ownership stake of approximately 21.70% in SEATech Ventures Corp.
2 Dr Seah Kok Wah owns and controls approximately 21.70% of the issued and outstanding shares of SEATech Ventures Corp.
3 Mr. Kang Kok Seng Michael and Mr. Ng Kai Thim are the controlling shareholders of AsiaFIN Talent Sdn. Bhd..
| (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (81,551,838 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. |
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Item 3.02. Unregistered Sale of Equity Securities
The disclosure provided under Item 2.01 above is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits
(a) Consolidated Financial Statements of Business Acquired
The audited consolidated financial statements of StarFIN Holdings Limited. Required to be filed pursuant to Item 9.01(a) is incorporated herein by reference to Exhibit 99.1.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K is incorporated herein by reference to Exhibit 99.2.
(c) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | Bylaws (1) | |
| 10.1 | Acquisition Agreement in respect of approximately 100% of the issued share capital of StarFIN Holdings Limited., dated December 22, 2022 | |
| 99.1 | StarFIN Holdings Limited Consolidated Financial Statements Years Ended December 31, 2022 and 2021 and Report of Independent Registered Public Accounting Firm | |
| 99.2 | AsiaFIN Holdings Corp. Unaudited Pro Forma Financial Statements | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| ASIAFIN HOLDINGS CORP. | ||
| Date: March 3, 2023 | By: | /s/ Wong Kai Cheong |
| Wong Kai Cheong | ||
| Title: | Chief Executive Officer President, Director, Secretary and Treasurer (Principal Executive Officer) | |
| Date: March 3, 2023 | By: | /s/ Cham Hui Yin |
| Cham Hui Yin | ||
| Title: | Finance Manager (Principal Financial Officer and Principal Accounting Officer) | |
| Date: March 3, 2023 | By: | /s/ Seah Kok Wah |
| Seah Kok Wah | ||
| Title: | Director | |
Exhibit 3.1
Exhibit 3.2
BY-LAWS
OF
AsiaFIN Holdings Corp.
(a Nevada corporation)
ARTICLE I
CERTIFICATES OF STOCK
Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
(b) Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.
(c) The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.
Section 2. Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.
Section 3. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors
may impose.
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Section 4. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
Section 5. Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Revised Statutes, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Nevada Revised Statutes, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
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Section 6. Designation of Stocks. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarized the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, except as any provision of law may otherwise require.
Section 2. Stockholder Meetings.
(a) Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.
(b) Place. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors.
(c) Call. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.
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(d) Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Nevada Revised Statutes. Except as otherwise provided by the Nevada Revised Statutes, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
(e) Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.
(f) Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting-the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.
(g) Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
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(h) Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may, but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the Nevada Revised Statutes, the provisions of that Section shall not apply to the corporation.
(i) Quorum. The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.
(j) Voting. Each share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.
Section 3. Stockholder Action Without Meetings. Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Action taken pursuant to this paragraph shall be subject to the provisions of Section
78.320 of the Nevada Revised Statutes.
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ARTICLE III
DIRECTORS
Section 1. Functions and Definition. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
Section 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The initial Board of Directors shall not consist of less than 1 (one) person. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors.
Section 3. Election and Term. The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation, shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal. Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.
Section 4. Meetings.
(a) Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.
(b) Place. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.
(c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.
(d) Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.
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(e) Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which govern a meeting of the directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
(f) Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.
Section 5. Removal of Directors. Except as may otherwise be provided by the Nevada Revised Statutes, any director or the entire Board of Directors may be removed, with or without cause, by the resolutions of the Board of Directors.
Section 6. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes, and may authorize the seal of the corporation to be affixed to all papers which may require it.
Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
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Section 8. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.
ARTICLE IV
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice- Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed and initially be December 31, and shall be subject to change, by the Board of Directors.
ARTICLE VII
AMENDMENT
These Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of AsiaFIN Holdings Corp., a Nevada corporation; and
2. That the foregoing Bylaws, comprising nine (9) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board of directors of said corporation by a Unanimous Written Consent dated as of June 14, 2019.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 14th day of June, 2019.
| /s/ WONG KAI CHEONG | |
| WONG KAI CHEONG Secretary |
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Exhibit 10.1
ACQUISITION AGREEMENT
DATED AS OF December 22, 2022
BY AND BETWEEN
AsiaFIN Holdings Corp.
AND
| Name | Representing Share | |
Wong Kai Cheong (NRIC: 620613-10-5479) |
57.10% | |
Hoo Swee Ping (NRIC: 680531-01-5351) |
40.22% | |
Ang Teck Kong (NRIC: 601220-10-6581) |
1.32% | |
Ng Kai Thim (NRIC: 770910-08-7477) |
0.88% | |
Cham Hui Yin (NRIC: 790727-07-5310) |
0.48% |
Representing the 100% Shareholders of StarFIN Holdings Limited Respectively
THIS ACQUISITION AGREEMENT (“Agreement”) is entered into as of December 22, 2022 by and between AsiaFIN Holdings Corp., a company incorporated in Nevada, of Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia (“AsiaFIN”), and StarFIN Holdings Limited, a company incorporated in British Virgin Islands with the business address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“StarFIN”). AsiaFIN and StarFIN are referred to herein individually as a “Party” and collectively as the “Parties.”
| A. | AsiaFIN was incorporated in Nevada. AsiaFIN is providing market research studies and consulting services pertaining to system solutions and integration of unattended payment kiosks and payment processing. |
| B. | StarFIN is an investment holding company based in British Virgin Islands (BVI). It offers a range of services naming from Payment Process, Robotic Process Automation (RPA), and Regulatory Technology (REGTECH) services through its wholly-owned subsidiaries, described fully in Exhibit A. |
| C. | StarFIN is collectively owned by Wong Kai Cheong, with shareholding of 57.10% in StarFIN, Hoo Swee Ping, with shareholding of 40.22% in StarFIN, Ang Teck Kong, with shareholding of 1.32%, Ng Kai Thim, with shareholding of 0.88% and Cham Hui Yin, with shareholding of 0.48% and are collectively referred herein as “Sellers”. And Sellers hereby agreed to sell 100% (one hundred percent) of the total shareholding in StarFIN to AsiaFIN. |
| D. | AsiaFIN hereby agreed to purchase from the Seller, 100% of the shareholding interest in StarFIN for a consideration as indicated in Clause 2.1. |
| E. | The Sale and Purchase will create competitive advantage and business synergies mutually for AsiaFIN and StarFIN. |
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:
ARTICLE 1
SALE AND PURCHASE OF THE ACQUIRED ENTITY
| 1.1. | Basic Transaction. On the terms and subject to the conditions of this Agreement: |
| (a) | The Seller hereby agreed to sell 100% of the shareholding in StarFIN to AsiaFIN for a consideration as stated in 2.1. below; | |
| (b) | AsiaFIN hereby agreed to purchase from the Seller, a total of 100% of the shareholding in StarFIN for a consideration as stated in 2.1. below; |
| 1.2 | Business Value. Both the Seller and AsiaFIN hereby agreed the business value of StarFIN to be US$9,055,242 (“Business Value”). The Business Value includes, comprises, covers all the customers, fixed assets, cash and cash equivalents, liabilities of StarFIN as at the date of December 22, 2022. The Seller will produce and provide a set of financial statements as at December 31, 2021 for the purposes of this Agreement and establishment of the Business Value. The Business Value is arrived at and assumed that StarFIN is a going concern entity and the Seller hereby confirmed that StarFIN is a going concern entity. |
| 1.3 | Consideration. The Seller agreed to sell and AsiaFIN agreed to purchase 100% of the shares in StarFIN for a consideration of US$9,055,242 (“Consideration”). Both the Seller and AsiaFIN agreed that the Consideration will be settled at stated in 2.1 below. |
| 1.4 | Consideration Settlement. Both the Seller and AsiaFIN hereby agreed that the Consideration of US$9,055,242 will be settled with the issuance of 8,232,038 common shares of AsiaFIN Holdings Corp. (OTCPK: ASFH) valued at a share price of US$1.10 per share, and such common shares shall be restricted under Rule 144 of the SEC Act. The common shares of AsiaFIN shall be issued to the Seller as indicated in Exhibit B. |
ARTICLE 2
CLOSING
| 2.1 | The consummation of the transfer by the Seller, 100% of the shares in StarFIN to AsiaFIN, and the acquisition by AsiaFIN from the Seller, the 100% of the shares in StarFIN and its assets by the payment of 8,232,038 new common shares of AsiaFIN shall occur on or before December 31, 2022 (the “Closing Date”). Immediately at the Closing Date, AsiaFIN shall deliver, or cause to be delivered, to StarFIN, a board resolution confirming the issuance of 8,232,038 Common Shares of AsiaFIN that are being sold, assigned, and conveyed to the shareholder of StarFIN, such board resolution shall be duly executed, endorsed and/or authenticated for delivery to StarFIN. |
| 2.2 | Immediately after the Closing, AsiaFIN shall deliver to the Seller, share certificate(s)/ book entry statement representing 8,232,038 shares issued in the names as shown in Exhibit B. It is understood that the share certificate(s)/ book entry statement so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and Exchange Act. |
| 2.3 | On or before December 31, 2022, the Seller shall deliver, for transmittal to AsiaFIN, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of StarFIN and its assets specifically detailing the assets and an asset valuation by a third-party valuator. |
ARTICLE 3
EXECUTION
| 3.1 | AsiaFIN shall execute and deliver to the Seller, on the Closing Date, any and all such other documents and instruments, and take or cause to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully, and to confirm the purchase and sale, the title to and possession of the common shares of AsiaFIN. |
| 3.2 | The Seller shall execute and deliver to AsiaFIN, on the Closing Date, any and all such other documents and instruments, and take or cause to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully, and to confirm the purchase and sale, the title to and possession of 100% of the shares of StarFIN and all of the assets of StarFIN. |
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ASIAFIN
AsiaFIN hereby represents and warrants to the Seller as follows (it is being acknowledged that the Seller is entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each of which constitutes a condition precedent to the obligations of AsiaFIN hereunder):
| 4.1 | Authorization. AsiaFIN, represented by Mr. Seah Kok Wah and Mr. Wong Kai Cheong, both being the Director of AsiaFIN has full power, legal capacity and authority to enter into this Agreement and to consummate the transaction herein contemplated, and to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of AsiaFIN, and this Agreement is enforceable with respect to the Seller in accordance with its terms. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof, will (a) conflict with or result in a breach of, violation of or default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, credit agreement or other agreement, document, instrument or obligation to which AsiaFIN is a party or by which AsiaFIN or any of its assets or properties may be bound or (b) violate any judgment, order, injunction, decree, statute, rule or regulation applicable to AsiaFIN or the assets or properties of AsiaFIN. |
| 4.2 | Legality of Shares. To the best of AsiaFIN’s knowledge, the common shares of AsiaFIN, when delivered as provided in this Agreement, will be validly issued, fully paid and nonassessable. The common shares of AsiaFIN, upon sale, assignment, transfer and conveyance thereof, will not be subject to the preemptive right of any shareholder or any other person. Upon delivery of and payment for the common shares of AsiaFIN as set forth in this Agreement, the Seller will receive title to the common shares of AsiaFIN thereto, free and clear of all liens, encumbrances, charges and claims whatsoever. |
| 4.3 | Compliance with Securities Laws. |
| (a) | No formal or informal investigation or examination by the Securities and Exchange Commission (the “Commission”) or by the securities administrator of any state is pending or threatened against AsiaFIN. | |
| (b) | Neither AsiaFIN, nor any of its directors or officers, have been convicted of any felony or misdemeanor in connection with the sale or purchase of any security or involving the making of any false filing with the Commission. | |
| (c) | AsiaFIN is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently restraining or enjoining such person from engaging in or continuing any conduct or practice in connection with the sale or purchase of any security or involving the making of any false filing with the Commission. |
| 4.4 | No undisclosed Issues or Liabilities. AsiaFIN warrants that to the best of its knowledge there are no, issues that might tend to cause damage to AsiaFIN or its shareholders, or state or federal regulatory problems of any description. |
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE SELLER
| 5.1 | Authorization. The Seller has full power, legal capacity and authority to enter into this Agreement, to execute all attendant documents and instruments necessary to consummate the transaction herein contemplated, to purchase and acquire the common shares of AsiaFIN from AsiaFIN and to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Seller and this Agreement is enforceable with respect to the Seller, in accordance with its terms. |
| 5.2 | Information Regarding this Agreement and the Company. The Seller has obtained such information regarding the financial position and prospects of AsiaFIN, as the Seller considers necessary or appropriate for the purpose of purchasing and acquiring the common shares of AsiaFIN from AsiaFIN pursuant to this Agreement. |
| 5.3 | Compliance with Securities Laws. |
| (a) | No formal or informal investigation or examination by the Commission or by the securities administrator or legal authority of any state or jurisdiction within or outside of the United States, Malaysia, or the British Virgin Islands, is pending or threatened against the Seller, or the assets of the Seller. | |
| (b) | Neither StarFIN nor its officers or owners have been convicted of any felony or misdemeanor in connection with the sale or purchase of any security or involving the making of any false filing with in any jurisdiction. | |
| (c) | The Seller is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently restraining or enjoining them from engaging in or continuing any conduct or practice in connection with the sale or purchase of any security or involving the making of any false filing with in any jurisdiction. |
| 5.4 | Disclosure of Transference of Control |
| (a) | The Seller understands and accepts that certain legal and regulatory filings and disclosures will be required in order to properly and legally execute the transfer of control of the shares and assets. Such filings and disclosures include, but are not limited to the filing of a Schedule 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 or a Form 8-K with the United States Securities and Exchange Commission. | |
| (b) | One or more filings of the Initial statement of beneficial ownership of securities on Schedule 13D or other similar ownership forms. | |
| (c) | The Seller will assist fully in the preparation and filing of all such required filings in order to fully insure that all required filings are executed and filed properly and in a timely manner. | |
| (d) | The Seller will provide a detailed list of the individuals or entities (the “New Shareholder”), as indicated in Exhibit B, designated to receive common shares of AsiaFIN pursuant to issuance of the 8,232,038 common shares of AsiaFIN specified in this Agreement. | |
| (e) | The above noted detailed list of the New Shareholder shall include the full legal name of the individual or entity receiving common shares of AsiaFIN, the full address and citizenship or corporate jurisdiction of each New Shareholder (Attached hereto as Exhibit B). |
| 5.5 | The Seller warrants that they shall deliver to AsiaFIN all of rights, titles and interests in 100% of the shares of StarFIN, and the assets and all attendant or related assets, including, but not limited to: proprietary intellectual property, maps, documents, deeds, files, titles, patents, know-how and good-will, together with any other item, assets, products, files, records, documents, signatures, interests or rights pertaining to or relating to the Assets in keeping with the intentions and the spirit of this Agreement. |
| 5.6 | The Seller warrants that all translations in English of all documents, as required by the US Securities Act shall be accurate legal translations and that any discrepancy between the original documentation and the English translation, the English translation shall take precedence. |
| 5.7 | The Seller warrants and confirms that immediately upon closing it will, undertake a full and up-to-date audit of the financial position of StarFIN, which audit will be conducted by an auditor qualified by the Public Company Accounting Oversight Board (P.C.A.O.B.). |
ARTICLE 6
MISCELLANEOUS PROVISIONS
| 6.1 | Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and the heirs and personal representatives of each of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party. |
| 6.2 | Confidentiality. The Parties agree that the terms and conditions of this agreement shall be kept strictly confidential and shall not reveal or divulge to any third party or entities other than for regulatory filings or tax purposes and/or pursuant to a court order. The parties further agree that any dissemination of this agreement shall not be made without prior written consent of the other party. |
| 6.3 | Governing Law. This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of Hong Kong, S.A.R. |
| 6.4 | Shares to Be Held In Escrow. The Parties agree that all shares issued, pursuant to the terms and conditions of this agreement, shall be issued as soon as practicable following the signing of this agreement, but all shares so issued SHALL BE HELD IN ESCROW and shall be deemed to be in the full control of the issuing party until the Closing. |
| 6.5 | Notices. All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made if personally delivered or mailed, postage prepaid, to the parties as follows: |
| (a) If to AsiaFIN, to: | AsiaFIN Holdings Corp. |
| Suite 30.02, 30th Floor, Menara KH (Promet), | |
| Jalan Sultan Ismail, | |
| 50250 Kuala Lumpur, Malaysia | |
| (b) If to the SELLER, to: | StarFIN Holdings Limited |
| OMC Chambers, Wickhams Cay 1, | |
| Road Town, Tortola, British Virgin Islands | |
Either party hereto may change his address by written notice to the other party given in accordance with this Section 6.5.
| 6.6 | Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, understandings and writings between the Parties with respect to the subject matter hereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, verbal or otherwise, have been made by either party, or anyone acting with authority on behalf of either party, which are not embodied herein, and that no other agreement, statement or promise may be relied upon or shall be valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated verbally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by each of the parties hereto. |
| 6.7 | Captions and Headings. The article and section headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit or add to the meaning of any provision of this Agreement. |
| 6.8 | Attorneys’ Fees. In the event of any litigation between the parties hereto, the non-prevailing party shall pay the reasonable expenses, including the attorneys’ fees, of the prevailing party in connection therewith. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
| AsiaFIN Holdings Corp | ||
| By: | /s/ Seah Kok Wah | |
| Designated Signing Authority | ||
| Seah Kok Wah | ||
| Director | ||
| By: | /s/ Wong Kai Cheong | |
| Designated Signing Authority | ||
| Wong Kai Cheong | ||
| Director | ||
| SELLER: | ||
| By: | /s/ Wong Kai Cheong | |
| Wong Kai Cheong | ||
| 57.10% shareholder of StarFIN Holdings Limited | ||
| By: | /s/ Hoo Swee Ping | |
| Hoo Swee Ping | ||
| 40.22% shareholder of StarFIN Holdings Limited | ||
| By: | /s/ Ang Teck Kong | |
| Ang Teck Kong | ||
| 1.32% shareholder of StarFIN Holdings Limited | ||
| By: | /s/ Ng Kai Thim | |
| Ng Kai Thim | ||
| 0.88% shareholder of StarFIN Holdings Limited | ||
| By: | /s/ Cham Hui Yin | |
| Cham Hui Yin | ||
| 0.48% shareholder of StarFIN Holdings Limited | ||
EXHIBIT A
List of Assets of StarFIN Holdings Limited
| 1) | StarFIN Holdings Limited. is a holding company incorporated in BVI, holding full equity interest in StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd. |
| StarFIN Holdings Limited | ||
| By: | /s/ Wong Kai Cheong | |
| Designated Signing Authority | ||
| Wong Kai Cheong | ||
| Director | ||
| StarFIN Holdings Limited | ||
| By: | /s/ Hoo Swee Ping | |
| Designated Signing Authority | ||
| Hoo Swee Ping | ||
| Director | ||
EXHIBIT B
List of Amount of StarFIN Holdings Limited’s Shares to be Acquired & Entitled Amount of AsiaFIN Holdings Corp’s Common Share for each SELLERS
| SELLERS | StarFIN Holdings Limited’s Shares to be Acquired by AsiaFIN Holdings Corp | Number of Entitled AsiaFIN Holdings Corp’s Common Shares | ||||||
| Wong Kai Cheong (NRIC: 620613-10-5479) | 5,710 | 4,700,929 | ||||||
| Hoo Swee Ping (NRIC: 680531-01-5351) | 4,022 | 3,310,869 | ||||||
| Ang Teck Kong (NRIC: 601220-10-6581) | 132 | 108,315 | ||||||
| Ng Kai Thim (NRIC: 770910-08-7477) | 88 | 72,212 | ||||||
| Cham Hui Yin (NRIC: 790727-07-5310) | 48 | 39,713 | ||||||
| AsiaFIN Holdings Corp.: | ||
| By: | /s/ Seah Kok Wah | |
| Designated Signing Authority | ||
| Seah Kok Wah | ||
| Director | ||
| By: | /s/ Wong Kai Cheong | |
| Designated Signing Authority | ||
| Wong Kai Cheong | ||
| Director | ||
| SELLERS: | ||
| By: | /s/ Wong Kai Cheong | |
| Designated Signing Authority | ||
| Wong Kai Cheong | ||
| Director | ||
| By: | /s/ Hoo Swee Ping | |
| Designated Signing Authority | ||
| Hoo Swee Ping | ||
| Director | ||
Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses or funds acquired
TABLE OF CONTENTS
| 1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
of StarFIN Holdings Limited
OMC Chambers, Wickhams Cay 1,
Road Town, Tortola,
British Virgin Islands
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of StarFIN Holdings Limited (the ‘Company’) as of December 31, 2022 and 2021, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.
| /s/ JP CENTURION & PARTNERS PLT | |
| JP CENTURION & PARTNERS PLT | |
| We have served as the Company’s auditor since 2020. | |
| JP Centurion & Partners PLT (PCAOB: 6723) | |
| Kuala Lumpur, Malaysia | |
| March 3, 2023 |
| 2 |
AUDITED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| As of December 31, 2022 | As of December 31, 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 705,480 | $ | 2,080,472 | ||||
| Trade receivables, net | 676,396 | 724,826 | ||||||
| Prepayment, deposits and other receivables | 202,414 | 96,393 | ||||||
| Tax assets | 539,096 | 255,335 | ||||||
| Amount due from related parties | - | 3,258 | ||||||
| TOTAL CURRENT ASSETS | 2,123,386 | 3,160,284 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Right-of-use assets, net | $ | 134,807 | $ | 65,358 | ||||
| Plant and equipment, net | 413,922 | 211,740 | ||||||
| Other investment | 171,894 | - | ||||||
| Deferred income tax assets | 873 | 922 | ||||||
| Investment in Associates | 8,657 | - | ||||||
| TOTAL NON-CURRENT ASSETS | 730,153 | 278,020 | ||||||
| TOTAL ASSETS | $ | 2,853,539 | $ | 3,438,304 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other payables and accrued liabilities | $ | 734,476 | $ | 509,408 | ||||
| Trade payable | 24,736 | 28,325 | ||||||
| Income tax payable | 207,490 | 3,443 | ||||||
| Amount due to director | 283,703 | 1,900 | ||||||
| Amount due to related parties | 1,673 | - | ||||||
| Hire purchase – current portion | 11,601 | 11,820 | ||||||
| Lease liability – current portion | 84,361 | 61,790 | ||||||
| TOTAL CURRENT LIABILITIES | $ | 1,348,040 | $ | 616,686 | ||||
| NON-CURRENT LIABILITIES | ||||||||
| Hire purchase – non-current portion | $ | 4,953 | $ | 17,494 | ||||
| Lease liability – non-current portion | 50,446 | 3,568 | ||||||
| Deferred tax liabilities | 6,034 | 6,377 | ||||||
| TOTAL NON-CURRENT LIABILITIES | 61,433 | 27,439 | ||||||
| TOTAL LIABILITIES | $ | 1,409,473 | $ | 644,125 | ||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock | $ | 10,000 | $ | 10,000 | ||||
| Additional paid in capital | 2,538,271 | 2,538,271 | ||||||
| Accumulated other comprehensive loss | (333,066 | ) | (184,830 | ) | ||||
| Accumulated (loss)/income | (771,139 | ) | 430,738 | |||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | 1,444,066 | $ | 2,794,179 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 2,853,539 | $ | 3,438,304 | ||||
See accompanying notes to consolidated financial statements.
| 3 |
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Year ended December 31, 2022 | Year ended December 31, 2021 | |||||||
| REVENUE | $ | 2,854,319 | $ | 3,161,892 | ||||
| COST OF REVENUE | (196,247 | ) | (252,890 | ) | ||||
| GROSS PROFIT | $ | 2,658,072 | $ | 2,909,002 | ||||
| OPERATING EXPENSES | ||||||||
| General and administrative expenses | (2,348,325 | ) | (2,357,968 | ) | ||||
| PROFIT FROM OPERATION BEFORE INCOME TAX | 309,747 | 551,034 | ||||||
| INTEREST INCOME | 10,293 | 17,751 | ||||||
| PROFIT BEFORE INCOME TAX | $ | 320,040 | $ | 568,785 | ||||
| INCOME TAX EXPENSES | (204,149 | ) | (138,047 | ) | ||||
| NET PROFIT | $ | 115,891 | $ | 430,738 | ||||
| Other comprehensive income: | ||||||||
| - Foreign currency translation loss | (148,236 | ) | (184,830 | ) | ||||
| TOTAL COMPREHENSIVE INCOME | $ | 32,345 | $ | 245,908 | ||||
| NET INCOME PER SHARE, BASIC AND DILUTED | 11.59 | 43.07 | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 10,000 | 10,000 | ||||||
See accompanying notes to consolidated financial statements.
| 4 |
AUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Common Stock | ADDITIONAL | ACCUMULATED | Total STOCKHOLDERS’ | |||||||||||||||||||||
| NUMBER OF Shares | Amount | paid in capital | Accumulated INCOME | comprehensive INCOME/(loss) | EQUITY/ (DEFICIT) | |||||||||||||||||||
| Incorporate on August 19, 2021 | 10,000 | $ | 10,000 | $ | - | $ | - | $ | - | $ | 10,000 | |||||||||||||
| Net profit for the year | - | - | 430,738 | - | 430,738 | |||||||||||||||||||
| Foreign currency translation loss | - | - | - | (184,830 | ) | (184,830 | ) | |||||||||||||||||
| Acquisition of StarFIN Asia Sdn. Bhd. | - | - | 2,538,271 | - | - | 2,538,271 | ||||||||||||||||||
| Balance as of December 31, 2021 | 10,000 | $ | 10,000 | $ | 2,538,271 | $ | 430,738 | $ | (184,830 | ) | $ | 2,794,179 | ||||||||||||
| Net profit for the year | - | - | - | 115,891 | - | 115,891 | ||||||||||||||||||
| Dividend | - | - | - | (1,317,768 | ) | - | (1,317,768 | ) | ||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (148,236 | ) | (148,236 | ) | ||||||||||||||||
| Balance as of December 31, 2022 | 10,000 | $ | 10,000 | $ | 2,538,271 | (771,139 | ) | (333,066 | ) | 1,444,066 | ||||||||||||||
See accompanying notes to consolidated financial statements.
| 5 |
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net profit | $ | 115,891 | $ | 430,738 | ||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 95,017 | 184,189 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Account receivable | 49,202 | 8,523 | ||||||
| Prepayment, deposits and other receivables | (124,652 | ) | (52,686 | ) | ||||
| Deferred tax assets | (297,108 | ) | (214,708 | ) | ||||
| Deferred tax liabilities | - | 6,121 | ||||||
| Account payable | (2,066 | ) | (33,376 | ) | ||||
| Accrued liabilities and other payables | 125,871 | (65,257 | ) | |||||
| Receipt in advance | 86,498 | 154,150 | ||||||
| Income tax payable | 203,982 | - | ||||||
| Change in lease liability | (1,364 | ) | (87,869 | ) | ||||
| Net cash used in operating activities | $ | 251,271 | $ | 329,825 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of plant and equipment | $ | (58,916 | ) | $ | (97,572 | ) | ||
| Investment in investment property | (419,711 | ) | - | |||||
| Investment in Associate | (8,646 | ) | - | |||||
| Net cash used in investing activities | $ | (487,273 | ) | $ | (97,572 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of hire purchase | $ | (11,172 | ) | $ | (11,086 | ) | ||
| Repayment of amount due to director | 281,458 | 1,031 | ||||||
| Repayment of amount due to related parties | 4,675 | (2,139 | ) | |||||
| Dividend paid | (1,314,488 | ) | (603,821 | ) | ||||
| Net cash generated by/(used in) financing activities | $ | (1,039,527 | ) | $ | (616,015 | ) | ||
| Effect of exchange rate changes in cash and cash equivalents | $ | (99,463 | ) | $ | (85,521 | ) | ||
| Net changes in cash and cash equivalents | $ | (1,374,992 | ) | $ | (469,283 | ) | ||
| Cash and cash equivalents, beginning of year | 2,080,472 | 2,549,755 | ||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 705,480 | $ | 2,080,472 | ||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | 203,982 | $ | 138,047 | ||||
| Cash paid for interest paid | $ | 4,395 | $ | 1,500 | ||||
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | 163,956 | $ | 144,486 | ||||
See accompanying notes to consolidated financial statements.
| 6 |
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
1. ORGANIZATION AND BUSINESS BACKGROUND
StarFIN Holdings Limited (“the Company”) was incorporated under the jurisdiction of British Virginia Island on August 19, 2021. The Company, through its wholly owned subsidiaries, provides information technology services. Details of the Company’s subsidiaries and associate:
| No. | Subsidiary Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | StarFIN Asia Sdn. Bhd. | Malaysia at May 24, 2018 | 11,400,102 shares of common stock | Investment holding company | ||||
| 2 | OrangeFIN Academy Sdn. Bhd. | Malaysia at February 2, 2000 | 100,000 shares of common stock | Provision of business system integration and management services | ||||
| 3 | Insite MY Systems Sdn. Bhd. | Malaysia at January 18, 2000 | 500,000 shares of common stock | Provision of information technology services | ||||
| 4 | Insite MY Innovations Sdn. Bhd. | Malaysia at January 18, 2010 | 540,000 shares of common stock | Provision of information technology services | ||||
| 5 | OrangeFIN Asia Sdn. Bhd. | Malaysia at January 25, 2018 | 50,000 shares of common stock | Provision of computer programming activities and services |
| No. | Associate Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | Murni StarFIN Sdn. Bhd. | Malaysia at September 9, 2022 | 100,000 shares of common stock | Provision of information technology services |
On April 30, 2021, StarFIN Asia Sdn. Bhd. acquired 100% of equity interest of OrangeFIN Academy Sdn. Bhd..
On May 5, 2021, StarFIN Asia Sdn. Bhd. acquired 100% of equity interests of both Insite MY Systems Sdn. Bhd. and Insite MY Innovations Sdn. Bhd..
On September 9, 2022, StarFIN Asia Sdn. Bhd. incorporate Murni StarFIN Sdn. Bhd. together PT Murni Solusindo Nusantra, a company incorporated in Indonesia, of which StarFIN Asia Sdn. Bhd. controls 40% and PT Murni Solusindo Nusantra controls 60%.
On September 28, 2022, StarFIN Asia Sdn. Bhd. acquired 100% of equity interest of OrangeFIN Asia Sdn. Bhd..
On January 20, 2023, StarFIN Holdings Limited acquired 100% of equity interest of StarFIN Asia Sdn. Bhd..
Mr. Wong Kai Cheong is the common director of all of aforementioned companies.
| 7 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The accompanying financial statements include the accounts of the Company and its subsidiaries and associates. Intercompany transactions and balances were eliminated in consolidation. The Company has adopted December 31 as its fiscal year end. Below is the organization chart of the Group.
Use of Estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.
Our deposit in Malaysia banks are secured by Perbadanan Insurans Deposit Malaysia, compensating up to a limit of Malaysia Ringgit MYR250,000 per deposit per member bank, which is equivalent to $56,787, if any of our bank fail.
Plant and Equipment
Plant and equipment are stated at cost, with depreciation and amortization provided using the straight-line method over the following periods:
| Asset Categories | Depreciation Periods | |
| Renovation | over the remaining lease period | |
| Computer Systems | 4 to 5 years | |
| Furniture and Fittings | 10 years | |
| Electrical Fittings | 10 years | |
| Handphone | 5 years | |
| Office Equipment | 10 years | |
| Motor Vehicle | 5 years |
| 8 |
Revenue recognition
The Company through subsidiaries generate multiple streams of revenues based on different business model adopted by each subsidiary through provisions of services and recognized upon customer obtained control of promised services and recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised services in the contract;
(ii) determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
Cost of revenue
Cost of revenue includes direct costs associated with provision of services such as development costs, purchases of third-party software, maintenance fees and consultation fees.
Income tax expense
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 years 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 disclosed 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.
The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
Foreign currencies translation
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 statement of operations and comprehensive income (loss).
The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgits (“MYR”) and United States Dollars (“US$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not 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.
| 9 |
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
For the year ended December 31 |
||||||||
| 2022 | 2021 | |||||||
| Period-end MYR : US$1 exchange rate | 4.40 | 4.17 | ||||||
| Period-average MYR : US$1 exchange rate | 4.41 | 4.14 | ||||||
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.
Fair value of financial instruments
The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties and other payables 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.
As of December 31, 2022 and 2021, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.
Net Income/(Loss) per Share
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.
Lease
The Company offices for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
As of December 31, 2022, the Company have five operating leases of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
| 10 |
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
3. ACQUISITION OF STARFIN ASIA SDN. BHD. AND OTHER SUBSIDIARIES
Acquisition of OrangeFIN Academy Sdn. Bhd., Insite MY Systems Sdn. Bhd., Insite MY Innovations Sdn. Bhd. and OrangeFIN Asia Sdn. Bhd. by StarFIN Asia Sdn. Bhd.
| Acquisition of OrangeFIN Academy Sdn. Bhd. on April 30, 2021 | |||
| Fair value of consideration | $ | 1 | |
| Registered Capital | (24,861 | ) | |
| Accumulated loss | 40,090 | ||
| Goodwill reclasses to Additional Paid in Capital | $ | 15,230 |
| Acquisition of Insite MY Sytems Sdn. Bhd. on May 5, 2021 | |||
| Fair value of consideration | $ | 720,115 | |
| Registered Capital | (124,304 | ) | |
| Accumulated earnings | (273,406 | ) | |
| Goodwill reclasses to Additional Paid in Capital | $ | 322,405 |
| Acquisition of Insite MY Innovations Sdn. Bhd. on May 5, 2021 | |||
| Fair value of consideration | $ | 1,944,311 | |
| Registered Capital | (134,248 | ) | |
| Accumulated earnings | (1,951,634 | ) | |
| Bargain purchase reclasses to Additional Paid in Capital | $ | (141,571 | ) |
| Acquisition of OrangeFIN Asia Sdn. Bhd. on September 28, 2022 | |||
| Fair value of consideration | $ | 72,012 | |
| Registered Capital | (12,430 | ) | |
| Accumulated earnings | (13,370 | ) | |
| Goodwill reclasses to Additional Paid in Capital | $ | 46,212 |
Acquisition of StarFIN Asia Sdn. Bhd.
| Acquisition of OrangeFIN Asia Sdn. Bhd. on September 28, 2022 | |||
| Fair value of consideration | $ | 9,990 | |
| Registered Capital | (2,834,154 | ) | |
| Accumulated loss | 43,617 | ||
| Bargain purchase reclasses to Additional Paid in Capital | $ | (2,780,547 | ) |
As a result of aforementioned acquisition, the Company reclass $2,538,271 in additional paid in capital for the year ended December 31, 2021.
| 11 |
4. PREPAID EXPENSES AND DEPOSITS
As of December 31, 2022 |
As of December 31, 2021 |
|||||||
| Rental deposits | $ | 22,976 | $ | 22,839 | ||||
| Prepaid expenses | 19,789 | 10,289 | ||||||
| Other receivables | 32,723 | 13,876 | ||||||
| Other deposits | 6,941 | 49,389 | ||||||
| Unbilled revenue | 119,985 | - | ||||||
| Total | $ | 202,414 | $ | 96,393 | ||||
The rental deposits represent the deposit of the tenancy agreements.
Prepaid expenses include website domain, third party software maintenance and subscription, rental, employee and motor vehicle insurance.
Other receivables include deposits payment made for utility purposes, car park for director.
Other deposits primarily consist of deposit made for purchase of investment property.
5. PLANT AND EQUIPMENT
As of December 31, 2022 | As of December 31, 2021 | |||||||
| Computer systems | $ | 252,276 | $ | 227,455 | ||||
| Furniture and fittings | 82,940 | 82,116 | ||||||
| Electrical fittings | 9,935 | 10,499 | ||||||
| Handphone | 49,644 | 44,692 | ||||||
| Office equipment | 90,807 | 93,553 | ||||||
| Renovation | 82,404 | 79,586 | ||||||
| Motor vehicle | 380,202 | 401,777 | ||||||
| Total plant and equipment | $ | 948,208 | $ | 939,678 | ||||
| Less: Accumulated depreciation | (776,314 | ) | (727,938 | ) | ||||
| Total plant and equipment | $ | 171,894 | $ | 211,740 | ||||
| For the year ended December 31, 2022 | For the year ended December 31, 2021 | |||||||
| Investment in computer systems | $ | 36,989 | $ | 23,945 | ||||
| Investment in furniture and fittings | 5,227 | 304 | ||||||
| Investment in handphone | 7,342 | 2,228 | ||||||
| Investment in office equipment | 2,275 | 1,947 | ||||||
| Investment in motor vehicle | - | 69,148 | ||||||
| Investment in renovation | 7,083 | - | ||||||
| Total investment in property and plant | $ | 58,916 | $ | 97,572 | ||||
| Depreciation for the period | 93,653 | $ | 96,307 | |||||
| 12 |
6. OTHER INVESTMENT
For the year ended December 31, 2022, the Company acquired an investment property amounted $420,225 financed through loan from director which is unsecured, non-interest bearing and payable on demand and cash in hand.
| Investment property | $ | 420,225 | $ | - | ||||
| Less: Accumulated depreciation | (6303 | ) | - | |||||
| Total other investment | $ | 413,922 | $ | - |
7. ACCRUED EXPENSES AND OTHER PAYABLES
As of December 31, 2022 | As of December 31, 2021 | |||||||
| Accrued expenses | $ | 438,972 | $ | 268,583 | ||||
| Other payable | 35,413 | 57,534 | ||||||
| Receipt in advance | 260,091 | 183,291 | ||||||
| Total | $ | 734,476 | $ | 509,408 | ||||
Accrued expenses consist of outstanding audit fee, employee claims and salary, service tax and miscellaneous expenses.
Other payable includes primarily service tax payable.
Receipt in advance consist of monies received from customer but have yet to satisfied performance obligation.
8. AMOUNT DUE TO DIRECTOR
| StarFIN Holdings Limited – Advances from director – Mr. Wong Kai Cheong | $ | 1,900 | ||
| Amount due to director, as of December 31, 2021 | 1,900 | |||
| Insite MY Systems Sdn. Bhd. – Loan from director –– Mr. Wong Kai Cheong | 340,723 | |||
| Insite MY Systems Sdn. Bhd. – Repayment to director –– Mr. Wong Kai Cheong | (54,204 | ) | ||
| Insite MY Systems Sdn. Bhd. – Claims from director –– Mr. Wong Kai Cheong | (2,009 | ) | ||
| OrangeFIN Academy Sdn. Bhd. – Claims from director – Mr. Wong Kai Cheong | 679 | |||
| Insite MY Innovations Sdn. Bhd. – Advances to director – Mr. Hoo Swee Ping | (6,058 | ) | ||
| Insite MY Innovations Sdn. Bhd. - Advances from director – Mr. Hoo Swee Ping | 2,272 | |||
| StarFIN Holdings Limited – Advances from director – Mr. Wong Kai Cheong | 2,000 | |||
| StarFIN Holdings Limtied – Advances from director – Mr. Hoo Swee Ping | 300 | |||
| Amount due to director, as of December 31, 2022 | 283,703 |
Aforementioned amount is unsecured, non-interest bearing and payable on demand.
9. AMOUNT DUE TO A RELATED PARTIES
As of December 31, 2022 and 2021, the Company has an outstanding amount due to Insite MY International, Inc., AsiaFIN Holdings Corp., AsiaFIN Talent Sdn. Bhd. pertaining to miscellaneous expenses made by these related parties on behalf in aggregate amounted $1,673 and $0, respectively.
Aforementioned amount is unsecured, non-interest bearing and payable on demand.
| 13 |
10. HIRE PURCHASE
The outstanding balance of hire purchase loan as of December 31 and March 31, 2022 can be summarized as follow:
| As of December 31, 2020 | $ | 40,332 | ||
| Acquisition of new motor vehicle | 36,006 | |||
| Repayment of hire purchase loan for the year ended December 31, 2021 | (47,024 | ) | ||
| As of December 31, 2021 | $ | 29,314 | ||
| Repayment of hire purchase loan for the year ended December 31, 2022 | (11,172 | ) | ||
| Foreign currency translation difference | (1,588 | ) | ||
| As of December 31, 2022 | $ | 16,554 |
On April 30, 2021, the Company acquired a motor vehicle amounted $69,148 financed by $36,006 hire purchase loan for 36 months at a fixed flat rate of 1.88% per annum with first installment commencing June 5, 2021 and monthly installment amounted approximately $1,063. Remaining balance finance through cash in hand.
Maturities of the loan for each of the two years and thereafter are as follows:
| Year ending December 31 | ||||
| 2023 | $ | 11,601 | ||
| 2024 | $ | 4,953 | ||
| Total | $ | 16,554 |
11. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
| Right-Of-Use Assets | ||||
| Balance as of December 31, 2020 | $ | 152,685 | ||
| Amortization for the year ended December 31, 2021 | (87,327 | ) | ||
| Balance as of December 31, 2021 | $ | 65,358 | ||
| Recognition of new lease | 163,956 | |||
| Amortization for the year ended December 31, 2022 | (90,886 | ) | ||
| Adjustment for foreign currency translation difference | (3,621 | ) | ||
| Balance as of December 31, 2022 | $ | 134,807 |
| Lease Liability | ||||
| Balance as of December 31, 2020 | $ | 152,685 | ||
| Imputed interest for the year ended December 31, 2021 | 5,369 | |||
| Gross repayment for the year ended December 31, 2021 | (92,696 | ) | ||
| Balance as of December 31, 2021 | $ | 65,358 | ||
| Recognition of new lease | 163,956 |
|||
| Imputed interest for the year ended December 31, 2022 | 4,212 | |||
| Gross repayment for the year ended December 31, 2022 | (95,098 | ) | ||
| Adjustment for foreign currency translation difference | (3,621 | ) | ||
| Balance as of December 31, 2022 | $ | 134,807 | ||
| Lease liability current portion | 84,361 | |||
| Lease liability non-current portion | $ | 50,446 |
Other information:
| For the year ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flow to operating lease | $ | 95,098 | $ | 92,696 | ||||
| Right-of-use assets obtained in exchange for operating lease liabilities | 163,956 | - | ||||||
| Remaining lease term for operating lease (years) | 1.58 | 0.78 | ||||||
| Weighted average discount rate for operating lease | 5.40 | % | 5.40 | % | ||||
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12. CONCENTRATION OF RISK
| (a) | Major Customers |
As of December 31, 2022, there were 1 customer who accounted for 10% or more of the Company’s revenues:
| Revenues (US$) | Percentages of Revenues | Accounts Receivable (US$) | ||||||||||
| Hong Leong Bank Bhd. | 310,318 | 10.87 | % | 127,943 | ||||||||
| Total: | 310,318 | 10.87 | % | 127,943 | ||||||||
| (b) | Major Suppliers |
As of December 31, 2022, there were 2 suppliers who accounted for 10% or more of the Company’s purchases:
| Purchases (US$) | Percentages of Purchases | Accounts Payables (US$) | ||||||||||
| Insite MY International, Inc. 1 | 102,514 | 45.99 | % | 20,293 | ||||||||
| DTS Semangat Sdn. Bhd. | 47,540 | 21.33 | % | 1,199 | ||||||||
| Total: | 150,054 | 67.32 | % | 21,492 | ||||||||
As of December 31, 2021, there were 2 suppliers who accounted for 10% or more of the Company’s purchases:
| Purchases (US$) | Percentages of Purchases | Accounts Payables (US$) | ||||||||||
| Insite MY International, Inc. 1 | 70,446 | 27.86 | % | 21,445 | ||||||||
| DTS Semangat Sdn. Bhd. | 50,768 | 20.08 | % | 1,792 | ||||||||
| Total: | 121,214 | 47.94 | % | 23,237 | ||||||||
1 Our Chief Executive Officer, Mr Wong Kai Cheong is a 77.51% shareholder of Insite MY International, Inc. and is a 32.68% shareholder of AsiaFIN Holdings Corp.. Our shareholder, Mr Hoo Swee Ping is a 22.49% shareholder of Insite MY International, Inc. and is a 13.87% shareholder of AsiaFIN Holdings Corp.
13. INCOME TAXES
The income/(loss) before income taxes of the Company for the year ended December 31, 2022 and 2021 were comprised of the following:
| For the year ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Tax jurisdictions from: | ||||||||
| British Virginia Island (non-taxable jurisdiction) | $ | (2,300 | ) | $ | (1,900 | ) | ||
| Malaysia | 322,340 | 570,685 | ||||||
| Income before income taxes | $ | 320,040 | $ | 568,785 | ||||
Provision for income taxes consisted of the following:
| For the year ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Current: | ||||||||
| British Virginia Island (non-taxable jurisdiction) | - | - | ||||||
| Malaysia | 204,149 | 138,047 | ||||||
| Effective tax rate | 63.33 | % | 31.91 | % | ||||
| Deferred tax assets: | ||||||||
| British Virginia Island (non-taxable jurisdiction) | - | - | ||||||
| Malaysia | 539,969 | 256,258 | ||||||
| Deferred tax liabilities: | ||||||||
| British Virginia Island (non-taxable jurisdiction) | - | - | ||||||
| Malaysia | 213,524 | 9,820 | ||||||
| 15 |
All Malaysia companies are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2022 tax rate for company with paid-up capital of MYR2,500,000 (approximately $567,872) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR600,000 (approximately $136,289) taxable profit with the remaining balance being taxed at 24%.
Of which, Insite MY Systems Sdn. Bhd., OrangeFIN Asia Sdn. Bhd. and Insite MY Innovations Sdn. Bhd. were awarded tier 1 Multimedia Super Corridor (“MSC”) which allows taxpayer to enjoy 100% tax exemption.
14. DIVIDEND
For the year ended December 31, 2021, Insite MY Innovations Sdn. Bhd. and Insite MY Systems Sdn. Bhd., passed a board resolution for declaration of dividend amounted MYR500,000 (approximately $113,574) and MYR2,000,000 (approximately $454,298), respectively to Mr. Wong Kai Cheong and Mr. Hoo Swee Ping, before acquired by StarFIN Asia Sdn. Bhd. on May 5, 2021.
For the year ended December 31, 2022, Insite MY Innovations Sdn. Bhd. and Insite MY Systems Sdn. Bhd., passed a board resolution for declaration of dividend amounted MYR1,700,000 (approximately $385,680) and MYR4,294,000 (approximately $974,182), respectively to StarFIN Asia Sdn. Bhd.. Subsequently, StarFIN Asia Sdn. Bhd. passed a board resolution for declaration of dividend amounted MYR5,794,000 to Mr. Wong Kai Cheong and Mr. Hoo Swee Ping, before acquired by StarFIN Holdings Limited on January 20, 2023.
15. FOREIGN CURRENCY EXCHANGE RATE
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
16. SEGMENT REPORTING
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. The Company has single reportable segment based on business unit, information technology business and two reportable segments based on country, British Virgin Island and Malaysia.
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.
| For the year ended and as of December 31, 2022 | ||||||||
| By Business Unit | Information Technology Business | Total | ||||||
| Revenue | $ | 2,854,319 | $ | 2,854,319 | ||||
| Cost of revenue | (196,247 | ) | (196,247 | ) | ||||
| Gross profit | $ | 2,658,072 | $ | 2,658,072 | ||||
| General and administrative expenses and other income | (2,348,325 | ) | (2,348,325 | ) | ||||
| Profit from operations | 309,747 | 309,747 | ||||||
| Total assets | $ | 2,853,539 | $ | 2,853,539 | ||||
| Capital expenditure | $ | 487,273 | $ | 487,273 | ||||
| 16 |
| For the year ended and as of December 31, 2022 | ||||||||||||
| By Country | British Virginia Island | Malaysia | Total | |||||||||
| Revenue | $ | - | $ | 2,854,319 | $ | 2,854,319 | ||||||
| Cost of revenue | - | (196,247 | ) | (196,247 | ) | |||||||
| Gross profit | $ | - | $ | 2,658,072 | $ | 2,658,072 | ||||||
| General and administrative expenses and other income | (2,300 | ) | (2,346,025 | ) | (2,348,325 | ) | ||||||
| (Loss)/Profit from operations | (2,300 | ) | 312,047 | 309,747 | ||||||||
| Total assets | $ | 10 | $ | 2,853,529 | $ | 2,853,539 | ||||||
| Capital expenditure | $ | - | $ | 487,273 | $ | 487,273 | ||||||
For the year ended and as of December 31, 2021 | ||||||||
| By Business Unit | Information Technology Business | Total | ||||||
| Revenue | $ | 3,161,892 | $ | 3,161,892 | ||||
| Cost of revenue | (252,890 | ) | (252,890 | ) | ||||
| Gross profit | $ | 2,909,002 | $ | 2,909,002 | ||||
| General and administrative expenses and other income | (2,357,968 | ) | (2,357,968 | ) | ||||
| Profit from operations | 551,034 | 551,034 | ||||||
| Total assets | $ | 3,438,304 | $ | 3,438,304 | ||||
| Capital expenditure | $ | 97,572 | $ | 97,572 | ||||
| For the year ended and as of December 31, 2021 | ||||||||||||
| By Country | British Virginia Island | Malaysia | Total | |||||||||
| Revenue | $ | - | $ | 3,161,892 | $ | 3,161,892 | ||||||
| Cost of revenue | - | (252,890 | ) | (252,890 | ) | |||||||
| Gross profit | $ | - | $ | 2,909,002 | $ | 2,909,002 | ||||||
| General and administrative expenses and other income | (1,900 | ) | (2,356,068 | ) | (2,357,968 | ) | ||||||
| (Loss)/Profit from operations | (1,900 | ) | 552,934 | 551,034 | ||||||||
| Total assets | $ | 10 | $ | 3,438,294 | $ | 3,438,304 | ||||||
| Capital expenditure | $ | - | $ | 97,572 | $ | 97,572 | ||||||
17. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022 up through the date the Company presented these unaudited financial statements.
| 17 |
Exhibit 99.2
ASIAFIN HOLDINGS CORP
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | |||||||||||||||||
| AsiaFIN Holdings Corp. | StarFIN Holdings Limited | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 874,690 | $ | 705,480 | $ | - | $ | 1,580,170 | |||||||||
| Trade receivables, net | - | 676,396 | - | 676,396 | |||||||||||||
| Prepayment, deposits and other receivables | 3,000 | 202,414 | (3,000 | ) | (1) | 202,414 | |||||||||||
| Tax assets | - | 539,096 | - | 539,096 | |||||||||||||
| Total current assets | $ | 877,690 | $ | 2,123,386 | $ | $ | 2,998,076 | ||||||||||
| Non-current Assets | |||||||||||||||||
| Right-of-use assets, net | $ | - | $ | 134,807 | $ | - | $ | 134,807 | |||||||||
| Property, plant and equipment, net | - | 413,922 | - | 413,922 | |||||||||||||
| Other investment | 171,894 | 171,894 | |||||||||||||||
| Deferred income tax assets | - | 873 | - | 873 | |||||||||||||
| Investment in associates | - | 8,657 | - | 8,657 | |||||||||||||
| Total non-current assets | $ | - | $ | 730,153 | $ | - | $ | 730,153 | |||||||||
| TOTAL ASSETS | $ | 877,690 | $ | 2,853,539 | $ | (3,000 | ) | $ | 3,728,229 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Other payables and accrued liabilities | $ | 17,805 | $ | 734,476 | $(2,965) | (1) | $ | 749,316 | |||||||||
| Trade payable | - | 24,736 | - | 24,736 | |||||||||||||
| Income tax payable | 3,357 | 207,490 | - | 210,847 | |||||||||||||
| Amount due to director | - | 283,703 | - | 283,703 | |||||||||||||
| Amount due to related parties | - | 1,673 | 5 | (2) | 1,678 | ||||||||||||
| Hire purchase – current portion | - | 11,601 | - | 11,601 | |||||||||||||
| Lease liability – current portion | - | 84,361 | - | 84,361 | |||||||||||||
| Total current liabilities | $ | 21,162 | $ | 1,348,040 | $ | (2,960 | ) | $ | 1,366,242 | ||||||||
| Non-current liabilities | |||||||||||||||||
| Hire purchase – non-current portion | $ | - | $ | 4,953 | $ | - | $ | 4,953 | |||||||||
| Lease liability – non-current portion | - | 50,446 | - | 50,446 | |||||||||||||
| Deferred tax liabilities | - | 6,034 | - | 6,034 | |||||||||||||
| Total non-current liabilities | $ | $ | 61,433 | $ | - | $ | 61,433 | ||||||||||
| TOTAL LIABILITIES | $ | 21,162 | $ | 1,409,473 | $ | - | $ | 1,427,675 | |||||||||
| STOCKHOLDERS’ DEFICIT | |||||||||||||||||
| Common stock | $ | 7,332 | $ | 10,000 | $(9,177 | ) | (3) | $ | 8,155 | ||||||||
| Additional paid-in capital | 1,413,268 | 2,538,271 | 6,516,148 | (3) | 10,467,687 | ||||||||||||
| Accumulated other comprehensive income | - | (333,066 | ) | - | (333,066 | ) | |||||||||||
| Accumulated deficit | (564,072 | ) | (771,139 | ) | (6,507,011 | ) | (3) | (7,842,222 | ) | ||||||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | 856,528 | $ | 1,444,066 | $ | (40 | ) | $ | 2,300,554 | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 877,690 | $ | 2,853,539 | $ | (3,000 | ) | $ | 3,728,229 | ||||||||
See accompanying notes to consolidated financial statements.
ASIAFIN HOLDINGS CORP
UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR YEAR ENDED DECEMBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | |||||||||||||||||
| AsiaFIN Holdings Corp. | StarFIN Holdings Limited | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
| REVENUE | $ | - | $ | 2,854,319 | $ | - | $ | 2,854,319 | |||||||||
| COST OF REVENUE | - | (196,247 | ) | - | (196,247 | ) | |||||||||||
| GROSS PROFIT | $ | - | $ | 2,658,072 | $ | - | $ | 2,658,072 | |||||||||
| OPERATING EXPENSES | |||||||||||||||||
| General and administrative | (122,283 | ) | (2,348,325 | ) | (40 | ) | (4) | (2,470,648 | ) | ||||||||
| (LOSS) / PROFIT FROM OPERATION BEFORE INCOME TAX | (122,283 | ) | 309,747 | (40 | ) | (4) | 187,424 | ||||||||||
| INTEREST INCOME | 14,080 | 10,293 | 24,373 | ||||||||||||||
| (LOSS) / PROFIT BEFORE INCOME TAX | $ | (108,203 | ) | $ | 320,040 | $ | (40 | ) | (4) | $ | 211,797 | ||||||
| INCOME TAX EXPENSES | (3,999 | ) | (204,149 | ) | - | (208,148 | ) | ||||||||||
| NET (LOSS) / PROFIT | $ | (112,202 | ) | $ | 115,891 | $ | (40 | ) | (4) | $ | 3,649 | ||||||
| NET INCOME PER SHARE, BASIC AND DILUTED | (0.00 | ) | (0.00 | ) | |||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 73,319,800 | 73,319,800 | |||||||||||||||
ASIAFIN HOLDINGS CORP
NOTES TO UNAUDITED PRO FORMA CONDENSE FINANCIAL STATEMENTS
FOR YEARS ENDED DECEMBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Noted 1 Acquisition Agreement with StarFIN Holdings Limited
On December 22, 2022 AsiaFIN Holdings Corp. (the “Company”) entered into an acquisition agreement (the “Agreement”) with Wong Kai Cheong, Hoo Swee Ping, Ang Teck Kong, Ng Kai Thim, and Cham Hui Yin (the “Vendors”), shareholders of StarFIN Holdings Limited. (“SFHL”).
Pursuant to the Agreement, the Vendors have agreed to sell to the Company an 100% equity stake in SFHL in consideration of a new issuance of 8,232,038 restricted shares of the Company’s common stock, valued at $9,055,242. The consideration was derived from an agreed valuation of SFHL at $9,055,242.
On January 23, 2023, the Company consummated the acquisition of equity in SFHL concurrently on January 23, 2023, 8,232,038 restricted shares were issued to shareholders of SFHL.
The acquisition of SFHL has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values.
The allocation of the purchase price has been prepared based on preliminary estimates of fair values. However, actual amounts recorded upon the finalization of estimates of fair values may differ from the information presented in these unaudited pro forma condensed combined consolidated financial statements. The Company estimates of the fair values of the assets and liabilities of SFHL have been combined with the recorded values of the assets and liabilities of SFHL in the audited condensed combined financial information, goodwill was immediately impaired upon recognition. Allocation of the purchase price is summarized below:
| Cash and cash equivalents | $ | 705,480 | ||
| Trade receivables, net | 676,396 | |||
| Deposits paid, prepayments and other receivables | 202,414 | |||
| Tax assets | 539,969 | |||
| Investment in Associates – Murni StarFIN Sdn. Bhd. | 8,657 | |||
| Property, plant and equipment, net | 585,816 | |||
| Trade payable | (24,736 | ) | ||
| Accrued expenses and other payables | (734,476 | ) | ||
| Deferred tax liabilities | (213,524 | ) | ||
| Hire purchase loan | (16,554 | ) | ||
| Amount due to directors | (283,703 | ) | ||
| Amount due to related parties | (1,673 | ) | ||
| Adjustment for foreign exchange fluctuation | 333,066 | |||
| Fair value of StarFIN Holdings Limited | $ | 1,777,132 | ||
| Fair value of consideration | (9,055,242 | ) | ||
| Goodwill | $ | 7,278,110 | ||
| Goodwill impairment | (7,278,110 | ) |
Note 2 Pro Forma Adjustments
| (1) | Elimination of inter-company balances between the Company and SFHL pursuant to a rental deposit paid by AsiaFIN Holdings Limited (HK), a subsidiary of the Company and a rental deposit received by Insite MY Innovations Sdn. Bhd., a subsidiary of SFHL, amounted $3,000, difference of $35 were caused by foreign exchange losses. | |
| (2) | Elimination of inter-company balances and transaction between the Company and SFHL pursuant to a postage and courier expenses paid by OrangeFIN Academy Sdn. Bhd., a subsidiary of the SFHL on behalf of AsiaFIN Holdings Corp. (Labuan), a subsidiary of the Company, amounted $5. | |
| (3) | The Company issued additional 8,232,038 shares of restricted common stock with par value $0.0001 at $1.10 per share for total consideration of $9,055,242. Details of transaction as following: |
| Shares of restricted common stock issued | 8,232,038 | |||
| Common stock recognition at par value of $0.0001 per share | $ | 823 | ||
| Elimination of subsidiary common stock upon consolidation | (10,000 | ) | ||
| Pro-forma adjustment on common stock | $ | (9,177 | ) | |
| Additional paid in capital recognized at $1.0999 per share | $ | 9,054,419 | ||
| Elimination of subsidiary additional paid in capital upon consolidation | (2,538,271 | ) | ||
| Pro-forma adjustment on additional paid in capital | $ | 6,516,148 | ||
| Goodwill impairment pursuant to purchase price allocation | $ | 7,278,110 | ||
| Elimination of subsidiary accumulated deficit upon consolidation | (771,139 | ) | ||
| Realized of foreign exchange pursuant to note 1 | 35 | |||
| Inter-company balances pursuant to note 2 | 5 | |||
| Pro-forma adjustment on accumulated deficit | $ | 6,507,011 |
| (4) | Include realized foreign exchange loss pursuant to note 1 and postage and courier expenses pursuant to note 2. |