WF Holding Ltd 20-F for FY2025
WF Holding Ltd (WFF)
About this 20-F
WF Holding Ltd filed this 20-F on April 30, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.4M
- up 61.9% from $4.57M a year earlier
- Net loss
- $4.77M
- compared with net income of $111.6K a year earlier
- Diluted EPS
- -$0.97
- compared with $0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
For the transition period from ____________ to _____________
OR
Date of event requiring this shell company report _____________
Commission file number
| (Exact name of Registrant as specified in its charter) |
| Not Applicable |
| (Translation of Registrant’s name into English) |
| (Jurisdiction of incorporation or organization) |
Lot 3893, Jalan 4D |
| (Address of principal executive offices) |
Tel: Email: Lot 3893, Jalan 4D |
| (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered or to be pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | ☒ | ||
| Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
WF Holding Limited
Annual Report on Form 20-F
Year Ended December 31, 2025
TABLE OF CONTENTS
i
ii
INTRODUCTORY NOTES
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” are to WF Holding Limited and its consolidated subsidiaries.
Foreign Currency Translations
Our reporting currency is the U.S. dollar and our functional currency is the Ringgit Malaysia, or RM. This report contains translations of RM into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RM into U.S. dollars in this report were made at a rate of RM4.0560 per US$1.00, the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board in effect as of December 31, 2025. On April 24, 2026, the noon buying rate for RM was RM3.9630 per US$1.00. We make no representation that the RM or U.S. dollar amounts referred to in this report could have been or could be converted into U.S. dollars or RM, as the case may be, at any particular rate or at all. The Malaysian government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RM into foreign exchange and through restrictions on foreign trade.
All references in this report to “U.S. dollars,” “dollars,” “US$” and “$” are to the legal currency of the United States and all references to “RM” are to the legal currency of Malaysia.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | our projected revenues, profits, earnings and other estimated financial information; |
| ● | the growth of and competition trends in our industry; |
| ● | our expectations regarding demand for, and market acceptance of, our products and services; |
| ● | our ability to maintain strong relationships with our customers and suppliers; |
| ● | fluctuations in general economic and business conditions in the markets in which we operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Item 3. Key Information—3.D. Risk Factors” and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
Reverse Share Split
On April 13, 2026, we effected a 1-for-5 reverse share split of our ordinary shares by way of a share consolidation of our issued and unissued ordinary shares, with each issued and unissued ordinary share consolidated into five (5) shares. As a result of this share consolidation, the maximum number of shares which we are authorized to issue changed from 1,000,000,000 ordinary shares with a par value of $0.00005 to 200,000,000 ordinary shares with a par value of $0.00025. All share and per share data throughout this report have been retroactively adjusted to reflect this share consolidation.
iii
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not Applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not Applicable.
3.D. Risk Factors
An investment in our ordinary shares involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this annual report, before purchasing our ordinary shares. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this annual report, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Introductory Notes—Special Note Regarding Forward-Looking Statements.”
Risks Related to Our Business and Industry
Maintaining our engineering and product development activities and manufacturing operations require significant capital expenditures and operating working capital, and our inability or failure to maintain our operations could have a material adverse impact on our market share and ability to generate revenue.
We made capital expenditures of $281,745, $51,519 and $73,087 during the years ended December 31, 2025, 2024 and 2023, respectively. We may incur significant additional capital expenditures as a result of unanticipated expenses, regulatory changes and other events that impact our business. If we are unable or fail to timely obtain capital on acceptable terms and adequately maintain our manufacturing capacity, we could lose customers and there could be a material adverse impact on our market share and our ability to generate revenue.
We may not be able to accurately plan our production based on our sales contracts, which may result in excess product inventory or product shortages.
Our sales contracts typically provide for a non-binding, 6-month forecast on the quantity of products that our customers may purchase from us. We typically have only a 15-to-90-day lead time to manufacture products to meet our customers’ requirements once our customers place orders with us. To meet the short delivery deadline, we generally make significant decisions on our production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on our estimate in light of this forecast, our past dealings with such customers, market conditions and other relevant factors. Our customers’ final purchase orders may not be consistent with our estimates. If the final purchase orders substantially differ from our estimates, we may have excess product inventory or product shortages. Excess product inventory could result in unprofitable sales or write-offs as our products are susceptible to obsolescence and price declines. We regularly assess inventories for estimated obsolescence or unmarketable products and write down the difference between the cost of the inventories and the estimated net realizable values based upon assumptions about future sales and supplies on-hand. For the years ended December 31, 2025, 2024 and 2023, we recorded allowances for slow-moving and obsolete inventory of $95,345, $0 and $0, respectively. Furthermore, although we have not experienced product shortages in the past, if we did experience such shortages, producing additional products to make up for such shortages within a short time frame may be difficult, making us unable to fill out the purchase orders. In either case, our results of operation would fluctuate from period to period.
1
We face intense competition from other FRP manufacturers, which may have significantly greater resources.
We have faced and will continue to face competition from other fiberglass reinforced plastic, or FRP, manufacturers, such as Cradotex (M) Sdn Bhd and Heng Lee Composite Engineering Sdn Bhd. Many of these existing competitors may have greater financial, personnel, technical, manufacturing, marketing, sales and other resources than we do. As a result, these competitors may be in a stronger position to respond quickly to market opportunities, new or emerging technologies and evolving industry standards. Many of our competitors are developing a variety of FRP products which are expected to compete with our existing product lines. It is possible that our competitors will be able to introduce new products with more desirable features than ours and their new products will gain market acceptance. If our competitors successfully do so, we may not be able to maintain our competitive position and our future success would be materially and adversely affected.
We may not be able to substantially increase our manufacturing output in order to maintain our cost competitiveness.
We believe that our ability to provide cost-effective products is one of the most significant factors that contributed to our past success and will be essential for our future growth. We need to increase our manufacturing output to a level that will enable us to substantially reduce the cost of our products on a per unit basis through economies of scale. However, our ability to substantially increase our manufacturing output is subject to significant constraints and uncertainties, including:
| ● | the need to raise significant additional funds to purchase and prepay raw materials or to build additional manufacturing facilities, which we may be unable to obtain on reasonable terms or at all; |
| ● | delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as increases in raw material prices and problems with equipment vendors; |
| ● | delays or denial of required approvals by relevant government authorities; |
| ● | diversion of significant management attention and other resources; and |
| ● | failure to execute our expansion plan effectively. |
If we are unable to increase our manufacturing output because of any of the risks described above, we may be unable to maintain our competitive position or achieve the growth we expect. Moreover, even if we expand our manufacturing output, we may not be able to generate sufficient customer demand for our products to support our increased production output.
If we fail to properly manage our anticipated growth, our business could suffer.
The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations, financial condition and cash flow. Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve our development and expansion goals and strategies.
We may incur significant costs because of the warranties we supply with our products.
We typically offer warranties against any defects due to material selections and workmanship for a period of 6 months to 49 months from the date of delivery. Standard warranties, encompassing repair, replacement, or return for product defects, are accrued in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. We continually review these warranties and will make adjustments to accruals accordingly in response to changes in experience or cost trends. Because our historical records indicate minimal customer return and warranty claims, we have not recorded any warranty accruals as of December 31, 2025 and 2024. There is no assurance that future warranty claims will be consistent with past history, and in the event that we experience a significant increase in warranty claims, there is no assurance that the rectification costs will be low. This could have a material adverse effect on our business, financial condition and results of operations.
2
Defects in our products could result in a loss of customers and decrease in revenue, unexpected expenses and a loss of market share.
Defects in our products could result in a loss of customers and decrease in revenue, unexpected expenses and a loss of market share, and if any of our products are found to have reliability, quality or compatibility problems, we will be required to accept returns, provide replacements, provide refunds, or pay damages. While we have not incurred significant product liability claims in the past, we may be required to incur substantial amounts to indemnify our customers in respect of their product quality claims against us, which would materially and adversely affect the results of our operations and severely damage our reputation.
We may not have insurance coverage against all damage or losses relating to our facilities.
We currently have insurance coverage for certain machinery and equipment and buildings located at our facilities. If we were to suffer any losses or damage to our facilities before the purchase of insurance policies that provide adequate coverage, our business, financial condition and results of operations may be materially and adversely affected.
In addition, we maintain property insurance coverage against certain property and inventory damages and losses. However, such insurance may not adequately compensate us for any such losses and will not address a loss of customers as a result of property damage and consequent disruptions to operations or may have large deductibles insufficient to support our continuing operations. If damages or losses exceed the insurance coverage, we may not be able to return to operation for an extended period of time, potentially even threatening our viability. In addition, insurance coverage is expensive, may be difficult to obtain and may not be available in the future on acceptable terms or at all. A significant increase in the cost of insurance coverage could adversely affect our business, financial condition and results of operations.
A significant portion of our revenue has recently been generated from a limited number of customers and a loss of these customers, or any other key customers, could adversely affect our results of operations.
For the year ended December 31, 2025, two customers accounted for approximately 19% and 12% of our revenue, respectively, for the year ended December 31, 2024, three customers accounted for approximately 13%, 12% and 12% of our revenue, respectively, and for the year ended December 31, 2023, one customer accounted for 14% of our revenue. The increase in customer concentration was driven by major project deliveries to Singapore, China and Australia, requiring a significant allocation of our capacity and resources and resulting in significant revenue during the periods. Since this customer concentration is tied to specific projects, we believe that this elevated concentration will be temporary. However, we cannot guarantee that we will not continue to experience customer concentrations in the future.
Presently, we do not have a long-term contract with these or any other key customers and primarily sell our products on the basis of individual purchase orders or on a per project basis, and the loss of these or any other key customers could have a material adverse effect on our results of operations.
Further, if any of our key customers default, declare bankruptcy or otherwise delay or fail to pay amounts owed, or we otherwise have a dispute with any of these customers, our results of operations would be negatively affected in the short term and possibly the long term. The loss of revenue from any of our key customers would cause significant fluctuations in our results of operations because our expenses are generally fixed in the short term and it takes us a long time to replace customers or reassign resources.
There is also a risk that our customers will attempt to impose new or additional requirements on us that reduce the profitability of the orders placed by those customers. Further, even if the orders are not changed, these orders may not generate margins equal to our recent historical or targeted results. If we do not book more orders with existing customers, or develop relationships with new customers, we may not be able to increase, or even maintain, our revenue, and our financial condition, results of operations, business and/or prospects may be materially adversely affected.
We do not have long-term purchase commitments from our customers, which may result in significant uncertainties and volatility with respect to our revenue from period to period.
We do not have long-term purchase commitments from our customers and the term of our sales contracts with our customers is typically one year or less. Furthermore, these contracts leave certain major terms such as price and quantity of products open to be determined in each purchase order. These contracts also allow parties to re-adjust the contract price for substantial changes in market conditions. As a result, if our customers hold stronger bargaining power than us or the market conditions are in their favor, we may not be able to enjoy the price downside protection or upside gain. Furthermore, our customers may decide not to continue placing purchase orders with us in the future at the same level as in prior periods. As a result, our results of operations may vary from period to period and may fluctuate significantly in the future.
3
We depend on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause us to breach our sales contracts with our customers.
We purchase certain key raw materials and finished goods, including resin, chopped strand mat, woven roving, grating, hollow section, c-channel, plywood and ethylene propylene diene monomer sheets, from suppliers in Malaysia and overseas. Historically, we have been able to obtain an adequate supply of raw materials and do not anticipate any shortage of these materials. We purchase raw materials and finished goods on the basis of purchase orders and do not have long-term contracts with our suppliers. For the year ended December 31, 2025, two suppliers accounted for 20% and 11%, respectively, of our total purchases, and for the year ended December 31, 2024, three suppliers accounted for 27%, 23% and 12%, respectively, of our total purchases. No single supplier accounted for more than 10% of our total purchases for the year ended December 31, 2023. Due to the availability of numerous alternative suppliers, we do not believe that the loss of any single supplier would have a material adverse effect on our financial condition or results of operations. However, in the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply of these raw materials and finished goods from our existing suppliers or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key raw materials and finished goods in a timely fashion, it would result in a significant delay in our production and shipments, which may cause us to breach our sales contracts with our customers. Furthermore, failure to obtain sufficient supply of these raw materials and components at a reasonable cost could also harm our revenue and gross profit margins.
Interruptions in deliveries of raw materials could adversely affect our revenue or profitability.
Our dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver raw materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of raw materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary raw material could cause us to cease manufacturing or selling one or more of our products for a period of time. Although we have not experienced any significant interruptions of deliveries in the past, if we were to experience such interruptions, they could have a material adverse effect on our results of operations.
We depend on third-party delivery services, for both inbound and outbound shipping, to deliver our products to our customers on a timely and consistent basis, and any deterioration in our relationship with any one of these third parties or increases in the fees that they charge could harm our reputation and adversely affect our business and financial condition.
We rely on third parties for the shipment of our products, both inbound and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable to us, or at all. Shipping costs have increased from time to time, and may continue to increase, and we may not be able to pass these costs directly to our customers.
Any increased shipping costs could harm our business, prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could negatively affect our operating results. In addition, we utilize a variety of shipping methods for both inbound and outbound logistics. We rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business and financial condition. We also rely on parcel freight based upon the product and quantities being shipped and customer delivery requirements. These freight costs have increased on a year-over-year basis and may continue to increase in the future. We also ship a number of oversized products which may trigger additional shipping costs by third-party delivery services. Any increases in fees would increase our shipping costs which could negatively affect our operating results.
In addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required to use alternative carriers for the shipment of products to our customers. Changing carriers could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking and delays in order processing and product delivery, and we may be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.
4
If our fulfillment operations are interrupted for any significant period of time or are not sufficient to accommodate increased demand, our sales could decline and our reputation could be harmed.
Our success depends on our ability to successfully receive and fulfill orders and to promptly deliver our products to our customers. Most of the orders for our products are filled from our inventory in our distribution center, namely our suppliers’ warehouse, where all our inventory management, packaging, labeling and product return processes are performed. Increased demand and other considerations may require us to expand our distribution center or transfer our fulfillment operations to larger or other facilities in the future. If we do not successfully expand our fulfillment capabilities in response to increases in demand, our sales could decline.
In addition, our distribution center is susceptible to damage or interruption from human error, pandemics, fire, flood, power loss, telecommunications failures, terrorist attacks, acts of war, break-ins, earthquakes and similar events. For instance, the Malaysian government instituted intermittent lockdowns throughout the COVID-19 pandemic in 2020 and 2021, which resulted in temporary closures of our facilities at various times, and a reduction in the production of our products, particularly in 2020 before there was a spike in the demand for FRP products in 2021 due to new glove manufacturing factories that were built and the expansion of production facilities by existing glove manufacturers.
We do not currently maintain back-up power systems at our fulfillment center. We do not presently have a formal disaster recovery plan or business interruption insurance. In addition, alternative arrangements may not be available, or if they are available, may increase the cost of fulfillment. Any interruptions in our fulfillment operations for any significant period of time, including interruptions resulting from the expansion of our existing facilities or the transfer of operations to a new facility, could damage our reputation and brand and substantially harm our business and results of operations.
Quality problems with, and product liability claims in connection with, our products could lead to recalls or safety alerts, harm to our reputation, or adverse verdicts or costly settlements, and could have a material adverse effect on our business, financial condition, and results of operations.
Quality is extremely important to us and our customers due to the serious and costly consequences of materials selection and workmanship failure, and our business exposes us to potential product liability risks that are inherent in the design, manufacture and marketing of our products. Manufacturing defects or design flaws could result in an unsafe condition or injury to, or death of, a user of our products. These problems could lead to the recall of, or issuance of a safety alert relating to, our products and could result in unfavorable judicial decisions or settlements arising out of product liability claims and lawsuits, including class actions, which could negatively affect our business, financial condition and results of operations. We regularly review our product liability claims and record contingent liabilities resulting from such claims when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. Although we have not historically experience significant product liability claims and we did not record any contingent liabilities for the years ended December 31, 2025, 2024 and 2023, there is no assurance that claims will be consistent with past history, and in the event that we experience a significant increase in claims, it could have a material adverse effect on our business, financial condition and results of operations.
High quality products are critical to the success of our business. If we fail to meet the high standards that we set for ourselves and that our customers expect, and if our products are the subject of recalls, safety alerts or other material adverse events, our reputation could be damaged, we could lose customers and our revenue could decline.
Any product liability claim brought against us, with or without merit, could be costly to defend and resolve. Any of the foregoing problems, including product liability claims or product recalls in the future, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business, financial condition, and results of operations.
The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our company could affect our ability to successfully grow our business.
Our future success depends in large part upon the continued service of the members of our executive management team and key employees, including our Chee Hoong Lew, our Chief Executive Officer. In addition, our success also depends on our ability to attract and retain qualified technical, sales and marketing, product support, financial and accounting, legal and other managerial personnel. The competition for skilled personnel in the industry in which we operate is intense. Our personnel generally may terminate their employment at any time for any reason. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel, we might not be able to operate our businesses effectively or efficiently, serve our users properly or maintain the quality of our products.
5
Business interruptions in our facilities may affect the distribution of our products, which may affect our business.
Weather, terrorist activities, war or other disasters, or the threat of them, may result in the closure of one or more of our facilities, or may adversely affect our ability to timely provide products to our customers, resulting in lost sales or a potential loss of customer loyalty. Such a disruption in revenue could potentially have a negative impact on our results of operations, financial condition and cash flows. As noted above, we experienced temporary closures of our facilities at various times during the COVID-19 pandemic, which negatively impacted the production of our products during 2020.
We rely on our computer systems to process transactions and timely provide products to our customers. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches or other catastrophic events. If our systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to process customer transactions. Such a disruption of our systems could negatively impact revenue and potentially have a negative impact on our results of operations, financial condition and cash flows.
Security threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business.
It is essential to our business strategy that our technology and network infrastructure remain secure and is perceived by our customers to be secure. Despite security measures, however, any network infrastructure may be vulnerable to cyber-attacks. Information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign private parties and state actors. We may face cyber-attacks that attempt to penetrate our network security, to sabotage or otherwise disable our website, misappropriate our or our customers’ proprietary information, which may include personally identifiable information, or cause interruptions of our internal systems and services. If successful, any of these attacks could negatively affect our reputation, damage our network infrastructure and our ability to sell our products, harm our relationship with customers that are affected and expose us to financial liability.
We maintain a system of preventive and detective controls through our security programs; however, given the rapidly evolving nature and proliferation of cyber threats, our controls may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations, and we cannot eliminate the risk of human error or employee malfeasance.
In addition, any failure by us to comply with applicable privacy and information security laws and regulations could cause us to incur significant costs to protect any customers whose data was compromised and to restore customer confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations. Such events could lead to lost sales and adversely affect our results of operations.
Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.
For the years ended December 31, 2025, 2024 and 2023, approximately 74%, 69% and 57%, respectively, of our revenues were generated from customers located outside Malaysia, which included Singapore, Australia, China, the United States and other counties in the South Asia region. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will amplify the effects of these risks, which include, among others:
| ● | differences in culture, economic and labor conditions and practices; |
| ● | the policies of foreign governments; |
| ● | disruptions in trade relations and economic instability; |
| ● | social and political unrest; |
| ● | natural disasters, terrorist attacks, pandemics or other catastrophic events; |
| ● | complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, intellectual property, and anti-corruption and environmental compliance; and |
| ● | greater difficulty in accounts receivable collections and longer collection periods. |
6
We are also affected by domestic and international laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws, laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs. Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations. Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how domestic and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations and financial position.
Our results of operations and financial position are also impacted by changes in currency exchange rates. Unfavorable currency exchange rates between the RM, U.S. dollar and foreign currencies could adversely affect us in the future. Fluctuations in currency exchange rates may present challenges in comparing operating performance from period to period.
There are other risks that are inherent in our international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others, competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions, government-imposed operational shutdowns, natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.
Additionally, if the opportunity arises, we may expand our operations into new and high-growth international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. If we are unsuccessful in expanding into new or high-growth international markets, it could adversely affect our operating results and financial condition.
Our international operations require us to comply with anti-corruption laws and regulations in the various international jurisdictions in which we do business.
Doing business on a worldwide basis requires us to comply with the laws and regulations of Malaysia and various international jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to Malaysian and foreign anti-corruption laws and regulations, such as the Malaysian Anti-Corruption Commission Act 2009, which establishes an independent and specialized agency responsible for combating corruption and promoting transparency and upholding integrity in both the public and private sector by providing the legal framework for the prevention, investigation and prosecution of corruption in Malaysia, and compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, which mandates the maintenance of records and documentation related to financial transactions and imposes reporting obligations on certain institutions to report any suspicious transactions as a counter-measure to prevent money laundering and terrorism financing. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating anti-corruption laws. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. We have established policies and procedures designed to assist us and our personnel in complying with applicable Malaysian and international laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, financial condition and results of operations.
We are a holding company, and we are accordingly dependent upon distributions from our subsidiary to pay dividends, if any, taxes and other expenses.
We are a Cayman Islands holding company and have no material assets other than ownership of equity interests in our subsidiary. We have no independent means of generating revenue. We intend to cause our subsidiary to make distributions to our company in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by us. Our ability to service our debt, if any, depends on the results of operations of our subsidiary and upon the ability of our subsidiary to provide us with cash, whether in the form of dividends, loans or other distributions, to pay amounts due on our obligations. Future financing arrangements may contain negative covenants that limit the ability of our subsidiary to declare or pay dividends or make distributions. Our subsidiary is a separate and distinct legal entity; to the extent that we need funds, and our subsidiary is restricted from declaring or paying such dividends or making such distributions under applicable law or regulations or are otherwise unable to provide such funds (for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiary to distribute funds), our liquidity and financial condition could be materially harmed.
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Adverse market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes and other events or circumstances beyond our control could have a material adverse effect on us.
Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes between the U.S. and other countries resulting in the imposition of increased tariffs on products imported into the U.S., and the availability and cost of credit can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters such as the implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters such as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, our financial condition, results of operations, and the trading price of our ordinary shares.
The obligations associated with being a public company will require significant resources and management attention, and we will incur increased costs as a result of becoming a public company.
We completed our initial public offering on March 28, 2025. As a new public company, we will face increased legal, accounting, administrative and other costs and expenses that we have not incurred as a private company, and we expect to incur additional costs related to operating as a public company. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the Securities and Exchange Commission, or the SEC, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, and the listing requirements of The Nasdaq Stock Market LLC, or Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, we need to, among other things:
| ● | prepare and file annual and other reports in compliance with the federal securities laws; |
| ● | hire additional financial and accounting personnel and other experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies; |
| ● | institute more comprehensive financial reporting and disclosure compliance procedures; |
| ● | involve and retain, to a greater degree, outside counsel and accountants to assist us with the activities listed above; |
| ● | build and maintain an investor relations function; |
| ● | establish new internal policies, including those relating to trading in our securities and disclosure controls and procedures; |
| ● | comply with the initial listing and maintenance requirements of Nasdaq; and |
| ● | comply with the Sarbanes-Oxley Act. |
We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to increase legal and financial compliance costs and make some activities more time consuming and costly. These laws, regulations and standards are subject to varying interpretations, in many cases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.
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We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.
Risks Related to Our Operations in Malaysia
Failure to comply with existing laws, rules and regulations, or to obtain and maintain required licenses and rights, could subject us to additional liabilities.
We are subject to a wide variety of statutes, rules, regulations, guidelines, policies and procedures in Malaysia, including but not limited to, laws relating to the operation of manufacturing facilities and workplace safety, personal data protection and employment. Our failure to comply with these laws and regulations could result in a revocation of required licenses, fines and/or proceedings against us by governmental agencies and/or other stakeholders, which could adversely affect our business, financial condition and results of operations. Moreover, unfavorable changes in the laws, rules and regulations applicable to us could decrease demand for products offered by us, increase costs and/or subject us to additional liabilities.
The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.
Our business and prospects depend on the continuing development of the economy in Malaysia. We cannot assure you that the Malaysian economy will continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysian economy suffers, demand for the products we currently offer may diminish, which would in turn result in decreased likelihood of profitability. This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our company.
Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.
Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.
Negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. According to Bank Negara Malaysia, or the BNM, which is the central bank of Malaysia, Malaysia’s economy grew 5.1% in 2024, exceeding the government’s 4%–5% target and accelerating from a downwardly revised 3.6% in 2023. Malaysia’s economy grew by 5.2% in 2025. This growth rate exceeded initial official projections, which had estimated a range between 4% and 4.8%.
Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in adverse impacts on our revenues, cash flows, financial condition and business prospect.
We face the risk that changes in the policies of the Malaysian government could have a significant impact upon our business in Malaysia.
Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors, changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia’s political, economic and social environment.
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Fluctuations in exchange rates could adversely affect our business and the value of our securities.
The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions. The value of our ordinary shares will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Currently, a majority of our revenues are earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our ordinary shares or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.
We are subject to foreign exchange control policies in Malaysia.
The ability of our Malaysian subsidiary to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in Malaysia. There are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of the BNM, the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by the BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event the BNM introduces any restrictions, we may be affected in our ability to repatriate dividends or other payments from our subsidiary in Malaysia. Since we are a Cayman Islands holding company and rely principally on dividends and other payments from our subsidiary for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.
Because our principal assets are located outside of the United States and most of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in Malaysia.
Most of our directors and officers are nationals and residents of a country other than the United States and most of their assets are located outside the United States. In addition, all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to effect service of process within the United States upon us or our directors and officers or to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us or our directors and officers in the courts of the U.S., Cayman Islands or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.
Risks Related to Ownership of Our Ordinary Shares
We may not be able to maintain a listing of our ordinary shares on Nasdaq.
Our ordinary shares are listed on The Nasdaq Capital Market under the symbol “WFF.” We must meet certain financial and liquidity criteria to maintain the listing of our ordinary shares on Nasdaq. If we violate any of Nasdaq’s listing requirements or if we fail to meet any of Nasdaq’s listing standards, our ordinary shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.
On October 28, 2025, we received a written notification from Nasdaq indicating that we were not in compliance with the $1.00 closing bid price requirement for the last 30 consecutive business days from September 15, 2025 and October 27, 2025 under the Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were granted a 180-calendar day compliance period, or until April 27, 2026, to regain compliance with the minimum bid price requirement. On April 13, 2026, we implemented a 1-for-5 reverse share split. On April 28, 2026, we received a written notification from Nasdaq indicating that we have regained compliance with the closing bid price requirement under Nasdaq Listing Rule 5550(a)(2) since the closing bid price of our ordinary shares was at or above $1.00 for eleven consecutive trading days from April 13, 2026 to April 27, 2026.
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We cannot guarantee that we will meet all of Nasdaq’s continued listing requirements in the future. A delisting of our ordinary shares may materially impair our shareholders’ ability to buy and sell our ordinary shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ordinary shares. The delisting of our ordinary shares could significantly impair our ability to raise capital and the value of your investment.
The market price of our ordinary shares may be highly volatile, and you could lose all or part of your investment.
The market for our ordinary shares may be characterized by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companies for the indefinite future. The stock market in general has recently been highly volatile. Furthermore, there have been recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. We may also experience such volatility, including stock run-ups, which may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.
The market price of our ordinary shares is likely to be volatile due to a number of factors. First, as noted above, our ordinary shares are likely to be more sporadically and thinly traded compared to the shares of such larger, more established companies. The price for our ordinary shares could, for example, decline precipitously in the event that a large number of shares is sold on the market without commensurate demand. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the shares of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our ordinary shares regardless of our operating performance. The market price of our ordinary shares could also be subject to wide fluctuations in response to a broad and diverse range of factors, including the following:
| ● | actual or anticipated variations in our operating results; |
| ● | increases in market interest rates that lead investors of our ordinary shares to demand a higher investment return; |
| ● | changes in earnings estimates; |
| ● | changes in market valuations of similar companies; |
| ● | actions or announcements by our competitors; |
| ● | adverse market reaction to any increased indebtedness we may incur in the future; |
| ● | additions or departures of key personnel; |
| ● | actions by shareholders; |
| ● | speculation in the media, online forums, or investment community; and |
| ● | our ability to maintain the listing of our ordinary shares on Nasdaq. |
Volatility in the market price of our ordinary shares may prevent investors from being able to sell their ordinary shares at or above the price at which they purchased them. As a result, you may suffer a loss on your investment.
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A single shareholder has substantial influence over our company and its interests may not be aligned with the interests of our company and our other shareholders.
Lew Capital Private Limited, or Lew Capital, a company controlled by two directors, including Chee Hoong Lew, our Chief Executive Officer, is able to exercise approximately 63% of our total voting power. Accordingly, Lew Capital could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Lew Capital will also have the power to prevent or cause a change in control. Without the consent of Lew Capital, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of Lew Capital and its beneficial owners may differ from the interests of our other shareholders. The concentration in the ownership of our ordinary shares may also cause a material decline in the value of our ordinary shares. For more information regarding Lew Capital and its beneficial owners, see “Item 7. Major Shareholders and Related Party Transactions—7.A. Major Shareholders.”
We do not expect to declare or pay dividends in the foreseeable future.
We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our ordinary shares will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our ordinary shares could be negatively affected.
Any trading market for our ordinary shares may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our ordinary shares could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our ordinary shares could be negatively affected.
Future issuances of our ordinary shares or securities convertible into, or exercisable or exchangeable for, our ordinary shares could cause the market price of our ordinary shares to decline and would result in the dilution of your holdings.
Future issuances of our ordinary shares or securities convertible into, or exercisable or exchangeable for, our ordinary shares, could cause the market price of our ordinary shares to decline. We cannot predict the effect, if any, of future issuances of our securities on the price of our ordinary shares. In all events, future issuances of our ordinary shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur could adversely affect the market price of our ordinary shares.
Future issuances of debt securities, which would rank senior to our ordinary shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our ordinary shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our ordinary shares.
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our ordinary shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of ordinary shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our ordinary shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our ordinary shares.
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If our ordinary shares become subject to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our ordinary shares is less than $5.00, our ordinary shares could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our ordinary shares, and therefore shareholders may have difficulty selling their shares.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers.
Our corporate affairs are governed by our amended and restated memorandum and articles of association (as may be amended form time time), the Companies Act (Revised) of the Cayman Islands (as may be amended form time time) and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records (other than the amended and restated memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Differences in Corporate Law” included in Exhibit 2.1 to this report.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Malaysia or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and Malaysia, see “Enforceability of Civil Liabilities” included in our registration statement on Form F-1 (File No. 333-282294), initially filed on September 23, 2024 and declared effective by the SEC on March 26, 2025, or the IPO Registration Statement.
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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Because we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our ordinary shares.
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As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.
We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. For instance, we are not required to:
| ● | have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act); |
| ● | have a compensation committee and a nominating committee to be comprised solely of “independent directors”; or |
| ● | hold an annual meeting of shareholders no later than one year after the end of our fiscal year. |
Although we do not currently intend to rely these “home country” exemptions, we may rely on some of these exemptions in the future. As a result, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.
We qualify as a “controlled company” under the rules of Nasdaq and as a result, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.
Under Nasdaq’s rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, without limitation, (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that the compensation of our officers be determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors and (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee comprised solely of independent directors. As noted above, Lew Capital is able exercise approximately 63% of our total voting power, As a result, we are a “controlled company” within the meaning of the Nasdaq listing rules. Although we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our ordinary shares to look less attractive to certain investors or otherwise harm our trading price.
Our amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares at a premium.
Our amended and restated memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially and adversely affected. In addition, our amended and restated memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control.
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our shares.
In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.
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Based on the composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.
If we were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Material Tax Considerations—U.S. Federal Income Taxation Considerations—Passive Foreign Investment Company Consequences” included in the IPO Registration Statement for additional information.
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
We were incorporated as a Cayman Islands exempted company on March 7, 2023. Our wholly owned subsidiary Win-Fung Fibreglass Sdn. Bhd., or Win-Fung, was incorporated in Malaysia on March 28, 1984.
On June 21, 2023, we completed a corporate reorganization pursuant to a share sale and purchase agreement that we entered into with Win-Fung and its shareholders on May 23, 2023. Pursuant to the reorganization, we acquired all of the issued and outstanding equity interests of Win-Fung in exchange for which we issued 4,590,003 ordinary shares to the shareholders of Win-Fung. As a result of this reorganization, Win-Fung became our wholly owned subsidiary and the shareholders of Win-Fung became our shareholders.
On February 25, 2025, we incorporated WF Venture Ltd., or WF Venture, as a wholly owned subsidiary in the British Virgin Islands as part of our strategy to expand our investment and operating activities. During the year ended December 31, 2025, WF Venture completed a series of acquisitions and investments to establish and expand its business operations in Hong Kong SAR and Malaysia.
On May 15, 2025, WF Venture completed the acquisition of 100% of the issued and outstanding equity interests of Global Key Investment Limited, or GKI, a private company incorporated in Hong Kong SAR, China, from Ms. Yew Chean Lim, a director of Win-Fung and the mother of Mr. Chee Hoong Lew, our Chief Executive Officer, director and controlling shareholder, for a purchase price of $3,000,000. Through this acquisition, WF Venture also indirectly acquired approximately 35% of the equity interests in Carlico International Group Holdings Limited, or Carlico, a private company incorporated in Hong Kong SAR, China that is principally engaged in investment holding and the importation and distribution of bottled grape wine.
On July 5, 2025, WF Venture acquired a 70% equity interest in The Rise Bar & Cafe Sdn. Bhd., or RBSB, a private company incorporated in Malaysia and principally engaged in the cafe business, for total cash consideration of $150,000. Of the total consideration, $40,500 (representing 27% equity interest) was paid to Mr. Lew and the balance of the purchase consideration of $109,500 was paid to an independent third party.
On July 8, 2025, WF Venture acquired a 35% equity interest in Restoran Gardenz Sdn. Bhd., or RGSB, a private company incorporated in Malaysia and principally engaged in the food and beverage business, from Mr. Lew for total cash consideration of $350,000.
The following chart depicts our organizational structure as of the date of this report.
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4.B. Business Overview
Overview
We are a manufacturer of fiberglass reinforced plastic, or FRP, products based in Malaysia. For over 30 years, we have been providing high-quality and durable FRP products to various industries, including, among others, chemical processing, water and wastewater treatment, and power generation.
Our products range from tanks, pipes, ducts, gratings and other custom-made FRP products. We use advanced production technology and equipment and have obtained various certifications, including an ISO 9001:2015 certification from NQA. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.
As a result of our acquisition of 70% of the equity interests of RBSB in July 2025, we are also engaged in the sale of food and beverage items; however, these operations are not material to our operations as they only represented 1.91% of our revenue during the year ended December 31, 2025. Since these operations are not material, we have not described them in detail in this report.
Products and Services
We sell a broad range of FRP products, including filament wound and molded tanks, thermoplastic tanks, lining products, ducting and fitting products, air pollution control equipment and custom-made products. We also offer delivery, installation and repair and maintenance services, as well as on-site consultation services.
FRP Filament Wound and Molded Tanks
A FRP filament wound tank is a type of FRP tank that is manufactured using a process called filament winding. This process involves wrapping fiberglass filaments with or without a rotating mandrel/tank, which creates a seamless, high-strength tank.
A FRP molded tank is a type of FRP tank that is manufactured using a process called molding. This process involves forming a tank by applying layers of fiberglass and resin to a mold, which is then cured to create a solid and seamless tank.
Both FRP filament wound and molded tanks are commonly used in the chemical processing, water and wastewater treatment, and oil and gas industries to store corrosive liquids and chemicals. They are also used in the transportation and storage of fuels and other liquids. The benefits of FRP filament wound and molded tanks include their high strength, durability and resistance to corrosion, making them suitable for use in harsh environments where other materials may fail. They are also lightweight, which makes them easy to transport and install, and have a long service life, reducing the need for costly replacements.
FRP filament wound and molded tanks can be custom-designed to meet specific project requirements, including size, shape and capacity. They can also be manufactured to meet various industry standards and certifications, such as ASME RTP-1, ASTM D3299, BS 4994, BS EN 13121.
Overall, FRP filament wound and molded tanks offer a reliable and cost-effective solution for the storage of corrosive liquids and chemicals.
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FRP Thermoplastic Tanks
FRP thermoplastic tanks are storage tanks made from a combination of FRP and thermoplastic materials. In FRP thermoplastic tanks, the thermoplastic materials are used as a lining or coating over the FRP structure to provide additional corrosion resistance, chemical resistance and mechanical strength. The most commonly used thermoplastic materials for tank linings include polyvinyl chloride, polyethylene, polypropylene and fluoropolymers such as polyvinylidene fluoride and ethylene tetrafluoroethylene.
FRP thermoplastic tanks are commonly used in various industries for the storage of chemicals, acids and other corrosive liquids. They offer a number of advantages over traditional storage tank materials such as steel and concrete, including a high strength-to-weight ratio, excellent resistance to corrosion and chemical attack, and ease of fabrication and installation.
FRP Lining
FRP lining is a process of lining the interior of pipes, tanks and other equipment with a layer of fiberglass to protect them from corrosion and erosion. This process involves applying a layer of resin-saturated fiberglass mat or fabric to the surface of the equipment until the desired thickness, which is then cured to form a hard, durable lining.
FRP lining is commonly used in the chemical processing, oil and gas, and water treatment industries to protect equipment from the corrosive effects of chemicals, salts and other corrosive materials. The process is also used to repair damaged equipment, extend the service life of existing equipment, and to improve the performance and efficiency of equipment by reducing friction and improving flow characteristics. The process is also cost-effective compared to other methods of protecting equipment from corrosion, such as replacing the equipment or using more expensive materials.
FRP Ducting and Fitting
FRP ducting and fittings are components made from FRP that are used to construct ducting systems in various industries. FRP ducting and fittings are lightweight, strong and highly resistant to corrosion, making them ideal for use in harsh environments where traditional materials such as steel or concrete may fail.
FRP ducting and fittings are commonly used in industries such as chemical processing, water treatment and power generation, where they are used to transport gases and liquids in a safe and efficient manner. They are also used in HVAC (heating, ventilation, and air conditioning) systems, where they help to distribute air and maintain a comfortable indoor environment.
Some common types of FRP ducting and fittings include elbows, tees, reducers, flanges and dampers. These components can be custom-designed and fabricated to meet specific project requirements and can be easily installed using standard tools and techniques.
FRP Air Pollution Control Products
We also offer a variety of air pollution control systems made from FRP that are designed to remove pollutants and contaminants from industrial exhaust streams. FRP air pollution control equipment includes components such as scrubbers, filters, adsorbers and thermal oxidizers, which are used to capture, neutralize or destroy harmful pollutants such as gases, particulates and volatile organic compounds. These systems are used in a wide range of industries, including chemical processing, power generation and wastewater treatment, to help reduce air pollution and comply with environmental regulations.
FRP air pollution control systems offer several benefits over traditional air pollution control equipment made from metals such as steel or aluminum. FRP is highly resistant to corrosion, which is a common problem in industrial environments where pollutants and contaminants can cause rapid degradation of metal equipment.
The benefits of FRP air pollution control equipment include improved performance, reduced maintenance costs, increased service life, and compliance with environmental regulations. They are a popular choice for many industries looking to reduce their environmental impact and improve their sustainability.
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FRP Custom Made Products
We also offer FRP products that are custom-designed and fabricated to meet specific project requirements. These products can be made in a wide range of shapes, sizes and configurations, and can be tailored to meet the specific needs of a particular application or project.
The advantages of FRP custom-made products include the ability to design and fabricate products that meet specific project requirements, including size, shape and performance characteristics. FRP custom-made products are also highly durable and resistant to corrosion, making them suitable for use in harsh environments where other materials may fail. Additionally, FRP custom-made products are lightweight, easy to install, and require minimal maintenance, making them a cost-effective solution for many applications.
The process of designing and fabricating FRP custom-made products typically involves working closely with the customer to understand its specific needs and requirements.
FRP Related Services
We also offer a range of services to supplement our FRP manufacturing activities, including on-site consultation services, delivery and installation, as well as repair and maintenance services. On-site consultation services generally involve on-site inspection on old/existing FRP products, whereby we provide feedback on whether damaged or faulty products require replacement, repair or maintenance services. We also provide delivery and installation services for our products on request of customers. Depending on the size and volume of the product, our own fleet or a third-party transporter will be used to deliver the products. Our services extend to the provision of FRP lining for customer products or sites. If a metal tank or concrete floor is used in a corrosive environment, we can add FRP lining for these tanks or flooring for protection purposes.
Manufacturing, Distribution and Quality Control
Our manufacturing operations are conducted at our facility in Malaysia. The FRP manufacturing process generally entails two steps: making the fibrous material and bonding the material with a polymer plastic. The fiber preforms are manufactured through weaving, braiding, stitching and knitting. These fiber preforms are usually made into sheets, continuous mats or as continuous filaments for spray applications. A rigid structure is generally used to establish the shape of the FRP components. Most FRP parts are formed using a mold. The molding process begins with placing the fiber preform that has been wetted with polymer or resin on or in the mold. The product is then cured in the mold so that the polymer and fibers form the shape created by the mold. Heat, pressure, or both, are sometimes used to cure the FRP.
All of our manufacturing operations are conducted in accordance with ISO 9001 and applicable regulatory standards. We place special emphasis on quality control. We have inventory control systems at our facility that track each manufacturing and packaging component as we receive it from our supply sources through manufacturing and delivery of each product to customers. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.
During 2025, we enhanced our technical capabilities through the acquisition of a new filament winder equipped with an adjustable mandrel, capable of supporting diameters ranging from 2.2 meters to 4.2 meters. We believe that our existing manufacturing capacity is sufficient for our near-term requirements. We intend to further expand our production throughput. Our strategic plans include the procurement of an additional filament winder dedicated to ducting and piping, alongside a comprehensive range of molding equipment to broaden our product offerings.
Raw Materials and Suppliers
Our products are made from several basic raw materials and finished goods, including resin, chopped strand mat, woven roving, grating, hollow section, c-channel, plywood and ethylene propylene diene monomer sheets. These materials are readily available and are competitively priced.
Historically, we have been able to obtain an adequate supply of raw materials and do not anticipate any shortage of these materials. However, from time to time, unpredictable fluctuations in the supply and demand may affect price, quantity, availability, or selection of raw materials. Although we cannot be sure that our sources of supply for our principal raw materials will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost-effective manner if our current sources become inadequate. For the year ended December 31, 2025, two suppliers accounted for 20% and 11%, respectively, of our total purchases, and for the year ended December 31, 2024, three suppliers accounted for 27%, 23% and 12%, respectively, of our total purchases. No single supplier accounted for more than 10% of our total purchases for the year ended December 31, 2023. Due to the availability of numerous alternative raw material suppliers, we do not believe that the loss of any single raw material supplier would have a material adverse effect on our financial condition or results of operations. See also “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business and Industry—We depend on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause us to breach our sales contracts with our customers.”
We believe that our strong relationships with suppliers yield high quality, competitive pricing and overall good service to our customers.
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Customers, Sales and Marketing
We primarily sell our products to customers in the chemical processing, water and wastewater treatment, and power generation industries in Malaysia and internationally. For the year ended December 31, 2025, approximately 27% of our revenues were generated from sales in Malaysia, with the remaining revenues generated from Singapore (21%), Australia (32%) and China (20%). For the year ended December 31, 2024, approximately 31% of our revenues were generated from sales in Malaysia, with the remaining revenues generated from Singapore (39%), Australia (29%) and the South Asia region (less than 1%). For the year ended December 31, 2023, approximately 43% of our revenues were generated from sales in Malaysia, with the remaining revenues generated from Singapore (32%), Australia (16%), the United States (5%) and the South Asia region (4%).
We do not have long-term contracts with our customers and primarily sell our products on the basis of individual purchase orders or on a per project basis. For the year ended December 31, 2025, two customers accounted for approximately 19% and 12% of our revenue, respectively, for the year ended December 31, 2024, three customers accounted for approximately 13%, 12% and 12% of our revenue, respectively, and for the year ended December 31, 2023, one customer accounted for 14% of our revenue. The loss of any major customer could have a material adverse effect on our results of operations. See also “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business and Industry—A significant portion of our revenue has recently been generated from one customer and a loss of this customer, or any other key customers, could adversely affect our results of operations.”
Currently, our marketing department at our headquarters is responsible for promotional efforts. In doing so, our sales staff works closely with our customers to understand their needs and provide feedback to us so that we can better address their needs and improve the quality and features of our products.
We also engage in marketing activities such as attending industry-specific conferences and exhibitions to promote our products and brand name. We believe these activities are beneficial to promoting our products and brand name among key industry participants.
Competition
Manufacturers of FRP products tend to offer more than one type of FRP product. For example, a manufacturer that offers FRP tanks (including round tanks, rectangular and square tanks) may also offer panel tanks as well as other related products such as FRP pipes and ducts. The same manufacturer may also branch out into the manufacture of other types of FRP products such as gratings, ladders, handrails and even sculptures. Some of these manufacturers include Cradotex (M) Sdn Bhd and Heng Lee Composite Engineering Sdn Bhd.
At the same time, there are also industry players in the FRP industry that serve as suppliers of FRP products. These suppliers generally do not have manufacturing capabilities and source FRP products from other manufacturers. They serve as consultants and installers of FRP products. Some of these suppliers may also distribute products made from other materials such as steel or stainless steel, concrete or rubber. Some of these suppliers include Berjaya Bintang Timur Sdn Bhd, FRP Trading Sdn Bhd and WT TankPro Sdn Bhd.
Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
| ● | Diverse product and service offerings. We offer a broad range of FRP products, including tanks, pipes, ducts, gratings, and other custom-made FRP products. We also offer consultation, delivery, installation and repair and maintenance services provided by our highly knowledgeable personnel. |
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| ● | In-house design team providing customized solutions. We have an in-house design team that can provide customized solutions and design calculations, which allows us to tailor our products and services to meet our customers’ unique needs and requirements. Furthermore, having a strong design team can also improve the quality of our products and services, ensuring that they are efficient, reliable and safe. This can also lead to faster product development and reduce the need for outsourcing design work, which can be costly and time-consuming. |
| ● | Advanced manufacturing capabilities. We use advanced production technology and equipment and have obtained various certifications, including an ISO 9001 certification. Many companies require their suppliers to be ISO 9001 compliant, so we believe that this certification differentiates us from our competitors. Additionally, ISO 9001 compliance helps us to reduce waste and improve efficiency, leading to cost savings and increased profitability. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance. |
| ● | Highly experienced, proven management team. We are led by an experienced management team with a long and successful track record, enabling us to recognize and capitalize upon attractive opportunities in our markets. Our most senior members of the management team have an average of over 25 years of experience in the FRP and related industries. The management team is led by Chee Hoong Lew, our Chief Executive Officer, who has over 25 years of experience in the FRP and related industries. |
| ● | Commitment to sustainability and social responsibility. Our commitment to sustainability and social responsibility, including environmental responsibility, is evident through several initiatives. We have invested in solar panels to reduce our carbon footprint and promote the use of renewable energy. We have also implemented measures to reduce waste and pollution and demonstrated a strong alignment with environmental, social and governance, or ESG, principles. |
Growth Strategies
The key elements of our strategy to grow our business include:
| ● | Increase production capacity and expand product offerings. During 2025, we enhanced our technical capabilities through the acquisition of a new filament winder equipped with an adjustable mandrel, capable of supporting diameters ranging from 2.2 meters to 4.2 meters. We also intend to further expand our production throughput. Our strategic plans include the procurement of an additional filament winder dedicated to ducting and piping, alongside a comprehensive range of molding equipment to broaden our product offerings. |
| ● | Expand into new markets. We remain committed to identifying and penetrating high-growth geographical and industrial sectors. Specifically, we intended to accelerate our entry into the oil and gas industry; however, this initiative has been moderated by global supply chain disruptions and market volatility resulting from ongoing geopolitical conflicts. Concurrently, we are executing plans to further scale our presence in Australia, leveraging our existing project success to capture additional market share in the region. |
Government Regulation
Currently, almost all of our business operations are conducted in Malaysia. This section sets forth a summary of the most significant rules and regulations that affect our business activities in Malaysia and our Cayman Islands holding company’s duties under the Data Protection Act (as revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.
Regulation on Manufacturing Activities
Industrial Co-ordination Act 1975
The Industrial Co-ordination Act 1975, or ICA, provides that no person shall engage in any manufacturing activity unless such person is issued with a license in respect of such manufacturing activity. Manufacturing activity is defined under the ICA as the making, altering, blending, ornamenting, finishing or otherwise treating or adapting any article or substance with a view to its use, sale, transport, delivery or disposal and includes the assembly of parts and ship repairing but shall not include any activity normally associated with retail or wholesale trade. Any person who fails to comply with such requirement is guilty of an offence and on conviction, is liable to a fine not exceeding RM2,000 (approximately $493) or to a term of imprisonment not exceeding 6 months and to a further fine not exceeding RM1,000 (approximately $247) for every day during which such default continues.
Win-Fung holds the manufacturing license, dated September 28, 2022, issued by the Ministry of International Trade and Industry pursuant to the ICA to carry out manufacturing activities and to act as licensed manufacturer with effect from August 19, 2022 for an indefinite term.
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Occupational Safety and Health Act 1994
The Occupational Safety and Health Act 1994, as amended by the Occupational Safety and Health (Amendment) Act 2022, or OSHA, provides for legislature framework to secure the safety, health and welfare of persons at work and is administered by the Department of Occupational Safety and Health under the Ministry of Human Resource. OSHA applies to the manufacturing industry which provides, among others, the requirements in respect of the general duties of employers and self-employed persons to their employees, general duties of designers, manufacturers and suppliers and general duties and rights of employees. Any person who contravenes the provisions in relation to the general duties of employers and self-employed persons pursuant Part IV of OSHA shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding RM500,000 (approximately $123,274) or to imprisonment for a term not exceeding 2 years or to both.
As of the date of this report, Win-Fung is in compliance with OSHA regulations without any material impact on our business.
OSHA also provides that no person shall operate, or cause or permit to be operated, any machinery unless the machinery has a certificate of fitness issued by an officer or a licensed person under OSHA or its predecessor, the repealed Factories and Machinery Act 1967, or the FMA. Any person who contravenes this requirement shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding RM100,000 (approximately $24,655) or to imprisonment for a term not exceeding 1 year or to both.
In accordance with OSHA and the repealed FMA, Win-Fung has renewed and obtained four certificates of fitness issued under OSHA and the FMA to operate the machineries, one of which expires on July 7, 2026 and three of which expire on April 15, 2026 and are awaiting inspection for renewal.
Street, Drainage and Building Act 1974
The Street, Drainage and Building Act 1974, or the SDBA, provides that any person who occupies or permits to be occupied any building or any part thereof without a certificate of completion shall, on conviction, be liable to a fine not exceeding RM250,000 (approximately $61,637) or to imprisonment for a term not exceeding 10 years or to both under the SDBA. The SDBA further provides that any person who, among others, deviates from any plan or specification approved by the local authority without the prior written permission of the local authority, or erects a building in contravention of the SDBA or of any of the by-laws made thereunder, shall be liable on conviction to a fine not exceeding RM50,000 (approximately $12,327) or to imprisonment for a term not exceeding 3 years or to both, and shall also be liable to a further fine of RM1,000 (approximately $247) for every day during which the offence is continued after conviction.
As of the date of this report, Win-Fung is in compliance with the SDBA regulations and there is no material impact on our business.
Regulations on Environmental Matters
The Environmental Quality Act 1974, or the EQA, provides for the prevention, abatement, control of pollution and enhancement of the environment, which include restrictions in relation to air pollution, noise pollution, soil pollution, pollution of inland waters and pollution by discharge of oil into Malaysian waters. Any person who contravenes such restrictions stipulated under EQA shall be guilty of an offence and shall, on conviction, be liable to a fine not less than RM10,000 (approximately $2,465) and not exceeding RM10,000,000 (approximately $2,465,483) or to imprisonment for a period not exceeding 5 years or to both.
In the course of its operations, Win-Fung observes and adheres to all material environmental laws, regulations and requirements. As of the date of this report, we are not aware of any potential material environmental issues that may affect our utilization of property, plant and equipment.
Regulation on Construction Work
The Construction Industry Development Board Act 1994, or the CIDBA, provides that no person shall carry out or complete or undertake to carry out or complete any construction work or hold himself out as a contractor, unless such person is registered with the Construction Industry Development Board Malaysia, or CIDBM, and holds a valid certificate of registration issued by the CIDBM. The CIDBA further provides that any person who contravenes this requirement shall be guilty of an offence and shall, on conviction, be liable to a fine of not less than RM10,000 (approximately $2,465) but not more than RM100,000 (approximately $24,655).
Win-Fung has renewed and obtained the latest registration of certificate with CIDBM issued pursuant to the CIDBA expiring on June 28, 2026 to carry out any construction work.
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Regulation on Business Licenses
The Local Government Act 1976 provides a local authority with the power to grant a license or permit for any trade, occupation or premises. Such license may be subject to such conditions and restrictions as the local authority may think fit. This license is generally required if a business occupies an office for business use or erects a signboard. Every person to whom a license has been granted shall exhibit the license at all times in some prominent place on the licensed premises and shall produce such license if required to do so by any officer of the local authority authorized to demand the same. Any person found guilty of an offence shall on conviction be liable to a fine not exceeding RM500 (approximately $123) or to imprisonment for a term not exceeding 6 months or to both.
In accordance with the licensure requirement of the Local Government Act 1976, Win-Fung has renewed and obtained two latest business operation licenses for its use of the business premise, expiring on August 14, 2026 and October 14, 2026, respectively.
Regulations on Employment
Employment Act 1995
The Employment Act 1955, or the EA, is the principal law that governs and regulates all labor relations including contracts of service, payment of wages, employment of women, maternity protection, hours of work, holidays, leave policy, termination, layoff, retirement benefits, and employment of foreign employees. When the Employment (Amendment) Act 2022 and the Employment (Amendment of First Schedule) Order 2022 came into force on January 1, 2023, the scope of application of the EA has been expanded from the previous limited category of employees receiving monthly wages of RM2,000 (approximately $493) and below, to a broader category of protecting any person who has entered into a contract of service irrespective of their monthly wages under the current EA. Any person who commits any offence under, or contravenes any provision of the EA, shall be guilty of an offence and shall on conviction be liable to a fine not exceeding RM50,000 (approximately $12,327).
Employees Provident Fund Act 1991
The Employees Provident Fund Act 1991, or the EPF Act, provides for the law relating to a scheme of savings for employees’ retirement and the management of the savings for retirement purposes. Under the EPF Act, all employers and employees shall be liable to pay monthly contributions based on the amount of wages received by the employee at the rate set out in the Third Schedule of the EPF Act. Any person being an employer who fails to pay any contributions which he is liable under the EPF Act to pay in respect of or on behalf of any employee shall be guilty of an offence and shall, on conviction, be liable to a fine of up to RM10,000 (approximately $2,465) and/or to imprisonment for a term of up to 3 years. Where any contributions remain unpaid by a company, the directors of such company (including any persons who were the directors of such company during the period in which the contributions were liable to be paid), shall together with the company be jointly and severally liable for payment of the contributions.
Employees’ Social Security Act 1969
The Employees’ Social Security Act 1969, or the SOCSO Act, deals with the provision of social security in certain contingencies. The Social Security Organization, or the SOCSO, was established under the SOCSO Act to administer the SOCSO Act. The SOCSO Act applies to the industry of any business, trade, undertaking, manufacture or calling of employers, and includes any calling, service, employment, handicraft or industrial occupation or avocation of employees. All employees, including the registered foreign employees, in industries to which the SOCSO Act applies are required to be insured. It is the obligation of the principal employer to pay the contribution (both the employer’s contribution and the employee’s contribution) to SOCSO at the rates according to the Third Schedule of the SOCSO Act. In the event of invalidity, disablement or employment injury, the insured person and their dependents are entitled to benefits stipulated under the SOCSO Act. Any person being an employer who fails to pay any contributions which he is liable under the SOCSO Act to pay in respect of or on behalf of any employee shall be punishable with a fine of up to RM10,000 (approximately $2,465) and/or to imprisonment for a term of up to 2 years.
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Employment Insurance System Act 2017
The Employment Insurance System Act 2017, or the EIS Act, provides for the establishment of an employment insurance system administered by SOCSO to provide certain benefits and a re-employment placement program for insured persons in the event of loss of employment which will promote active labor market policies. All employees in the industries to which the EIS Act applies shall be registered and insured by the employers according to Section 16 and Section 17 of the EIS Act which shall then deemed to be an insured person. Under the EIS Act, both employers and employees (age between 18 to 60) are required to contribute to the employment insurance system with the rates, subject to the revision by the Minister, as specified in the Second Schedule based on the amount of the monthly wages of the employee insured under the EIS Act. An insured person who considers that such person lost employment shall submit an application to claim for benefits up to 6 months to SOCSO within 60 days from the date that such person considers that employment was lost. After considering if the contributions qualifying conditions are fulfilled (the fulfillment of which depends on the number of past claims and contributions made preceding to the loss of employment) in respect of a claim for benefits by an insured person, SOCSO may approve or reject the claim for benefits.
Income Tax (Deduction From Remuneration) Rules 1994
The Income Tax (Deduction From Remuneration) Rules 1994, or the Income Tax Rules, provides that every employer shall deduct in each month or the relevant month the monthly deduction in accordance with the schedule of the Income Tax Rules in respect of income on account of tax from the remuneration of each of his employees. Every employer shall pay to the Director General of Inland Revenue Malaysia, not later than the 15th day of every calendar month, the total amount of tax deducted or that should have been deducted from the remuneration of employees during the preceding calendar month, and shall render to the Director General of Inland Revenue Malaysia a return setting out the details of those employees from whose remuneration have made or should have made deductions. Any person, who without reasonable excuse, fails to comply such rules shall be guilty of an offence and shall on conviction, be liable to a fine not less than RM200 (approximately $49) and not more than RM20,000 (approximately $4,931) or to imprisonment for a term not exceeding six months or to both.
Minimum Wages Order 2024
Pursuant to the Minimum Wages Order 2024, commencing from February 1, 2025, the minimum wage for employees employed by an employer who employs 5 or more employees or employed by an employer who carries out such prescribed professional activity classified under the Malaysia Standard Classification of Occupations (regardless of the number of employees employed), shall be RM1,700 (approximately $419) a month. Failure to comply with the minimum wages requirement may result in a fine of not more than RM10,000 (approximately $2,465) for each employee. The Malaysian court may also order the employer to pay each employee the difference between statutory minimum wages and the employee’s basic wages paid by the employer to the employee, including outstanding differences.
Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990
The Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990, or the Act 446, prescribes the minimum standards of housing and nurseries for employees and their dependents, accommodations for employees not accompanied by dependents and centralized accommodations and other requirements. The regulations such as the Employees’ Minimum Standards of Housing Accommodations and Amenities (Accommodation and Centralised Accommodation) Regulations 2020 which were introduced under the Act 446 provides for, among other things, the requirements of minimum living space standards and minimum bathroom-to-employee ratio in workers’ accommodations.
The Act 446 also provides that no accommodation shall be provided to an employee unless certified with a certificate for accommodation. Amongst others, the Employees’ Minimum Standards of Housing, Accommodations and Amenities (Employees Required To Be Provided With Accommodations) Regulations 2021 specifies that foreign employee shall be required to be provided with accommodation certified with certificate for accommodation. “Foreign employee” means a holder of visit pass (temporary employment) issued under regulation 11 of the Immigration Regulations 1963 but excluding a domestic servant.
An employer who contravenes such requirement commits an offence and shall, on conviction, be liable to a fine not exceeding RM50,000 (approximately $12,327). Further, a centralized accommodation provider who contravenes such requirement commits an offence and shall, on conviction, be liable to a fine not exceeding RM50,000 (approximately $12,327) or to imprisonment for a term not exceeding 1 year or to both.
As of the date of this report, Win-Fung provides accommodations for all foreign employees. It holds valid certificates of accommodation for the identified six (6) hostels to accommodate up to 132 persons.
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Industrial Relations Act 1967
Industrial Relations Act 1967, or the IRA, seeks to promote and maintain industrial harmony and provides for the regulation of the relations between employers and workmen and their trade unions and the prevention and settlement of any differences or disputes arising from their relationship and generally to deal with trade disputes. Matters relating to trade disputes, including constructive dismissal and retrenchment, may be referred by the Minister of Human Resources to the Industrial Court. Under the IRA, an employer may not terminate the employment of an employee without just cause and excuse, regardless of the express provisions in the terms of employment. In the event that a workman considers that he has been dismissed without just cause or excuse by his employer with notice, the workmen may file a representation at any time during the period of such notice but not later than 60 days from the expiry thereof.
Regulations on Personal Data Protection
The Personal Data Protection Act 2010, or the PDPA, deals with the laws and regulations regarding data privacy and the protection of data. The PDPA requires generally that an individual must consent to the processing and disclosure of his or her personal data unless otherwise stated in the provisions of the PDPA. The term “processing” is widely defined to include collecting, recording, holding, or storing personal data or carrying out any operation or set of operations on personal data, including:
| (a) | the organization, adaptation or alteration of personal data; |
| (b) | the retrieval, consultation or utilization of personal data; |
| (c) | the disclosure of personal data by transmission, transfer, dissemination or otherwise making available; or |
| (d) | the alignment, combination, correction, erasure, or destruction of personal data. |
The Personal Data Protection Regulations 2013 provide that consent shall be obtained in relation to the processing of personal data in any form that can be recorded and maintained properly by the data user. Any data user who contravenes such regulation commits an offence and shall, on conviction, be liable to a fine not exceeding RM250,000 (approximately $61,637) or imprisonment for a term not exceeding 2 years or to both.
Data users are required to provide written notice of the personal data being processed, and such notice shall include, among others, a description of the personal data being processed, the purpose for which the personal data is being processed, the source of the personal data, the class of persons to whom the personal data will be disclosed to, whether it is obligatory or voluntary for the individual to supply the personal data, the individual’s rights to request access and correct the personal data and choices and means available to the individual to limit the processing of the personal data. The notice must be provided in both English and the national language of Bahasa Malaysia.
Regulations on Dividends
Companies Act 2016
The principal legislation governing the distribution of dividends of a Malaysian company is the Companies Act 2016, or the CA. Under the CA, a Malaysian company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. The company, every officer and any other person or individual who contravene this provision commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding 5 years or to a fine not exceeding RM3,000,000 (approximately $739,645) or to both.
Foreign Exchange Notice by Central Bank of Malaysia
The exchange control regime in Malaysia is regulated by the Financial Services Act 2013, or the FSA. The FSA has prescribed a list of transactions that are prohibited without approval from the BNM and it regulates the domestic and international transactions involving residents and non-residents of Malaysia. The requirements, restrictions, and conditions of approval in respect of the prohibited transactions and directions of the BNM are further set forth in the Foreign Exchange Notices issued by the BNM, or the FE Notices. Under the FSA, all payments made between the residents of Malaysia must be paid in RM, subject to limited exceptions and approval under the FE Notices, whereas payment made between resident and non-resident of Malaysia may be made either (i) in RM, if for the prescribed purposes (for, among others, any purpose between immediate family members, income earned or expenses incurred in Malaysia or settlement of trade in goods or services in Malaysia), or (ii) in foreign currency (except for the currency of Israel), if for any purpose subject to certain prohibition under the FE Notices. On the other hand, non-residents are allowed to make or receive payment in foreign currency (except for the currency of Israel) in Malaysia for any purpose (including capital, divestment proceeds, profits, dividends, rent, fees, and interest arising from any investment in Malaysia, subject to any withholding tax) in accordance with the FE Notices. Unless otherwise restricted by contractual undertakings and subject to applicable laws, our Malaysian subsidiary is at liberty to distribute dividends to us in foreign currency without having to seek prior approval from the BNM.
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Cayman Islands Data Protection Act
We have certain duties under the Data Protection Act (Revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.
Privacy Notice
This privacy notice puts our shareholders on notice that through your investment into us you will provide us with certain personal information which constitutes personal data within the meaning of the DPA, and explains the manner in which we collect, process, and maintain personal data about our investors pursuant to the DPA and any regulations, codes of practice, or orders promulgated pursuant thereto.
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment in us, this will be relevant for those individuals and you should transit the content of this privacy notice to such individuals or otherwise advise them of its content.
How We May Use a Shareholder’s Personal Data
We may, as the data controller, and certain of our service providers may, as the data processors collect, record, store, transfer and otherwise use personal data by which individuals may be directly or indirectly identified for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements to which you are a party or for taking pre-contractual steps at your request; (ii) where this is necessary for compliance with a legal, tax and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
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Why We May Transfer Your Personal Data
In certain exceptional circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations.
Your personal data shall not be held by us for longer than necessary with regard to the purposes of the data processing.
We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.
If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.
4.C. Organizational Structure
See “—4.A. History and Development of the Company” above.
4.D. Property, Plants and Equipment
We own a plot of leasehold land bearing lot number H.S.(M) 1004, PT 3893 located in Kg. Baru Subang. The land size is approximately 7,967 square meters with a factory build up area of approximately 2,156.62 square meters and office build up area of approximately 465.18 square meters.
We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our businesses.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A. Operating Results
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly in the sections titled “Item 3. Key Information—3.D. Risk Factors” and “Introductory Notes—Special Note Regarding Forward-Looking Statements.”
Overview
We are a manufacturer of FRP products based in Malaysia. For over 30 years, we have been providing high-quality and durable FRP products to various industries, including, among others, chemical processing, water and wastewater treatment, and power generation.
Our products range from tanks, pipes, ducts, gratings and other custom-made FRP products. We use advanced production technology and equipment and have obtained various certifications, including an ISO 9001:2015 certification from NQA. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.
As a result of our acquisition of 70% of the equity interests of RBSB in July 2025, we are also engaged in the sale of food and beverage items; however, these operations are not material to our operations as they only represented 1.91% of our revenue during the year ended December 31, 2025.
Recent Developments
Subsequent to December 31, 2025, we became aware that RBSB, a majority-owned subsidiary, ceased its business operations effective from January 15, 2026. The cessation was part of an operational streamlining to improve group efficiency and reallocate resources to our higher-growth core business segments. In accordance with ASC 360, we evaluated the recoverability of all assets attributable to RBSB. As of December 31, 2025, we completed a formal settlement and de-recognition of all RBSB-related assets and liabilities. We recognized a net gain on settlement of $65,277 in the consolidated statement of operations for the year ended December 31, 2025, representing the excess of liabilities settled over the carrying value of the assets de-recognized. Consequently, there are no remaining balances related to RBSB on the consolidated balance sheet as of December 31, 2025. Management does not anticipate that this cessation will have a material adverse effect on our consolidated financial position or results of operations.
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to acquire new customers or retain existing customers; |
| ● | our ability to offer competitive pricing for our products and services; |
| ● | our ability to broaden product and service offerings; |
| ● | industry demand and competition; and |
| ● | market conditions and our market position. |
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Emerging Growth Company
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Results of Operations
Comparison of the Years Ended December 31, 2025 and 2024
The following table sets forth key components of our results of operations during the years ended December 31, 2025 and 2024, both in dollars and as a percentage of our revenue.
| Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Revenue | $ | 7,403,835 | 100.00 | % | $ | 4,572,290 | 100.00 | % | ||||||||
| Cost of sales | 5,041,795 | 68.10 | % | 2,726,974 | 59.64 | % | ||||||||||
| Gross profit | 2,362,040 | 31.90 | % | 1,845,316 | 40.36 | % | ||||||||||
| Administrative expenses | 3,879,873 | 52.40 | % | 1,729,469 | 37.83 | % | ||||||||||
| (Loss) income from operations | (1,517,833 | ) | (20.50 | )% | 115,847 | 2.53 | % | |||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense, net | (16,725 | ) | (0.23 | )% | (20,958 | ) | (0.46 | )% | ||||||||
| Other income | 156,917 | 2.12 | % | 24,128 | 0.53 | % | ||||||||||
| Impairment of investments | (3,279,652 | ) | (44.30 | )% | - | - | ||||||||||
| Share of loss of equity investees | (7,637 | ) | (0.10 | )% | - | - | ||||||||||
| Total other (expense) income | (3,147,097 | ) | (42.51 | )% | 3,170 | 0.07 | % | |||||||||
| Net (loss) income before income tax expense | (4,664,930 | ) | (63.01 | )% | 119,017 | 2.60 | % | |||||||||
| Income tax expense | (85,213 | ) | (1.15 | )% | (7,414 | ) | (0.16 | )% | ||||||||
| Net (loss) income | $ | (4,750,143 | ) | (64.16 | )% | $ | 111,603 | 2.44 | % | |||||||
Revenue. We generate revenue from the sale of our FRP products and related installation and maintenance services. We also provide warranties, technical services and transportation arrangements for customers. Since July 2025, we have also generated revenue from the sale of food and beverage items. Our revenue increased by $2,831,545, or 61.93%, to $7,403,835 for the year ended December 31, 2025, from $4,572,290 for the year ended December 31, 2024. This increase was due to an increase in revenue from all of our revenue streams (except for a decrease in revenue from installation and maintenance services), particularly from products sales, which increased significantly due to an increase in sales orders.
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The following table summarizes our revenues by each product and service type:
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||
| Product sales | $ | 6,243,138 | 84.32 | % | $ | 3,872,507 | 84.70 | % | ||||||||
| Installation and maintenance service | 284,069 | 3.84 | % | 347,611 | 7.60 | % | ||||||||||
| Warranty income | 96,926 | 1.31 | % | 89,149 | 1.95 | % | ||||||||||
| Technical service | 179,168 | 2.42 | % | 34,124 | 0.75 | % | ||||||||||
| Transport income | 458,994 | 6.20 | % | 228,899 | 5.00 | % | ||||||||||
| Food and beverages | 141,540 | 1.91 | % | - | - | |||||||||||
| Total | $ | 7,403,835 | 100.00 | % | $ | 4,572,290 | 100.00 | % | ||||||||
The following table summarizes our revenues by geographical areas in which the customers were located:
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||
| Malaysia | $ | 1,955,121 | 26.41 | % | $ | 1,422,328 | 31.11 | % | ||||||||
| Singapore | 1,578,259 | 21.32 | % | 1,799,426 | 39.36 | % | ||||||||||
| Australia | 2,371,481 | 32.03 | % | 1,341,868 | 29.35 | % | ||||||||||
| China | 1,498,974 | 20.25 | % | - | - | |||||||||||
| South Asia region | - | - | 8,668 | 0.18 | % | |||||||||||
| Total | $ | 7,403,835 | 100.00 | % | $ | 4,572,290 | 100.00 | % | ||||||||
During 2025, the geographical distribution of our revenue was primarily driven by the timing and fulfillment of major project deliveries to Australia and China. Consequently, Singapore represented a smaller share of our total revenue compared to the prior year. Such fluctuations in regional revenue distribution may vary from period to period, depending on factors such as project size, contract value, delivery timelines, and complexity of orders in our pipeline.
Cost of sales. Our cost of sales is mainly comprised of raw material costs, labor costs and sub-contracting costs. For our food and beverage operations, cost of sales primarily consists of the cost of food ingredients and beverages. Our cost of sales increased by $2,314,821, or 84.89%, to $5,041,795 for the year ended December 31, 2025 from $2,726,974 for the year ended December 31, 2024. As a percentage of revenue, cost of sales was 68.10% and 59.64% for the years ended December 31, 2025 and 2024, respectively. Such an increase was primarily due to a higher proportion of fulfillments relying on subcontractor supplies in 2025.
Gross profit. As a result of the foregoing, our gross profit increased by $516,724, or 28.00%, to $2,362,040 for the year ended December 31, 2025 from $1,845,316 for the year ended December 31, 2024. Gross margin (percent of revenue) was 31.90% and 40.36% for the years ended December 31, 2025 and 2024, respectively.
Administrative expenses. Our administrative expenses primarily consist of salaries and employee benefits, depreciation, finance costs, legal and professional fees, property and related expenses and other expenses in connection with general operations. Our administrative expenses increased by $2,150,404 or 124.34%, to $3,879,873 for the year ended December 31, 2025 from $1,729,469 for the year ended December 31, 2024. As a percentage of revenue, administrative expense was 52.40% and 37.83% for the years ended December 31, 2025 and 2024, respectively. Such an increase was mainly due to expansion in operating overhead to incremental professional fees, regulatory expenditures and investor relations expenditures.
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Total other (expense) income. We had total other expenses net, of $3,147,097 for the year ended December 31, 2025, as compared to total other income, net, of $3,170 for the year ended December 31, 2024. Total other expenses, net, for the year ended December 31, 2025 consisted of impairment of investments of $3,279,652, interest expense of $16,725, and the share of loss of equity investees of $7,637, offset by other income, net of $156,917, while total other income, net, for the year ended December 31, 2024 consisted of other income of $24,128, offset by interest expense, net of $20,958.
Income tax expense. We incurred an income tax expense of $85,213 and $7,414 for the years ended December 31, 2025 and 2024, respectively. The increase in tax expense was primarily attributed to higher taxable income.
Net (loss) income. As a result of the cumulative effect of the factors described above, our net loss was $4,750,143 for the year ended December 31, 2025, as compared to a net income of $111,603 for the year ended December 31, 2024, a decrease of $4,861,746.
Comparison of the Years Ended December 31, 2024 and 2023
The following table sets forth key components of our results of operations during the years ended December 31, 2024 and 2023, both in dollars and as a percentage of our revenue.
| Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Revenue | $ | 4,572,290 | 100.00 | % | $ | 5,733,976 | 100.00 | % | ||||||||
| Cost of sales | 2,726,974 | 59.64 | % | 3,753,619 | 65.46 | % | ||||||||||
| Gross profit | 1,845,316 | 40.36 | % | 1,980,357 | 34.54 | % | ||||||||||
| Administrative expenses | 1,729,469 | 37.83 | % | 1,324,892 | 23.11 | % | ||||||||||
| Income from operations | 115,847 | 2.53 | % | 655,465 | 11.43 | % | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense, net | (20,958 | ) | (0.46 | )% | (22,309 | ) | (0.39 | )% | ||||||||
| Other income | 24,128 | 0.53 | % | 62,458 | 1.09 | % | ||||||||||
| Total other income | 3,170 | 0.07 | % | 40,149 | 0.70 | % | ||||||||||
| Net income before income tax expense | 119,017 | 2.60 | % | 695,614 | 12.13 | % | ||||||||||
| Income tax expense | (7,414 | ) | (0.16 | )% | (204,213 | ) | (3.56 | )% | ||||||||
| Net income | $ | 111,603 | 2.44 | % | $ | 491,401 | 8.57 | % | ||||||||
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Revenue. Our revenue decreased by $1,161,686, or 20.26%, to $4,572,290 for the year ended December 31, 2024, from $5,733,976 for the year ended December 31, 2023. This decrease was primarily due to a few major projects with larger values being completed and delivered to customers in 2023. Additionally, we received ongoing projects both locally and overseas in the second half of the year 2024 which are expected to deliver in 2025.
The following table summarizes our revenues by each product and service type:
| Year Ended December 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||
| Product sales | $ | 3,872,507 | 84.70 | % | $ | 4,716,937 | 82.26 | % | ||||||||
| Installation and maintenance service | 347,611 | 7.60 | % | 555,406 | 9.69 | % | ||||||||||
| Warranty income | 89,149 | 1.95 | % | 73,604 | 1.28 | % | ||||||||||
| Technical service | 34,124 | 0.75 | % | 134,527 | 2.35 | % | ||||||||||
| Transport income | 228,899 | 5.00 | % | 253,502 | 4.42 | % | ||||||||||
| Total | $ | 4,572,290 | 100.00 | % | $ | 5,733,976 | 100.00 | % | ||||||||
The following table summarizes our revenues by geographical areas in which the customers were located:
| Year Ended December 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||
| Malaysia | $ | 1,422,328 | 31.11 | % | $ | 2,440,335 | 42.56 | % | ||||||||
| Singapore | 1,799,426 | 39.36 | % | 1,810,849 | 31.58 | % | ||||||||||
| Australia | 1,341,868 | 29.35 | % | 907,506 | 15.83 | % | ||||||||||
| United States | - | - | 321,851 | 5.61 | % | |||||||||||
| South Asia region | 8,668 | 0.18 | % | 253,435 | 4.42 | % | ||||||||||
| Total | $ | 4,572,290 | 100.00 | % | $ | 5,733,976 | 100.00 | % | ||||||||
During 2024, a substantial portion of our production capacity was allocated to fulfilling a major project for delivery to Singapore and Australia. As a result, the geographical distribution of our revenue was impacted, with Malaysia and South Asia region representing a smaller share of total revenue. Such fluctuations in regional revenue distribution may vary from period to period, depending on factors such as project size, contract value, delivery timelines, and complexity of orders in our pipeline. As noted elsewhere in this report, we do still intend to expand our operations in Malaysia and Australia.
Cost of sales. Our cost of sales decreased by $1,026,645, or 27.35%, to $2,726,974 for the year ended December 31, 2024 from $3,753,619 for the year ended December 31, 2023. As a percentage of revenue, cost of sales was 59.64% and 65.46% for the years ended December 31, 2024 and 2023, respectively. Such decrease was generally in line with the decrease in revenue.
Gross profit. As a result of the foregoing, our gross profit decreased by $135,041, or 6.82%, to $1,845,316 for the year ended December 31, 2024 from $1,980,357 for the year ended December 31, 2023. Gross margin (percent of revenue) was 40.36% and 34.54% for the years ended December 31, 2024 and 2023, respectively.
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Administrative expenses. Our administrative expenses increased by $404,577, or 30.54%, to $1,729,469 for the year ended December 31, 2024 from $1,324,892 for the year ended December 31, 2023. As a percentage of revenue, administrative expense was 37.83% and 23.11% for the years ended December 31, 2024 and 2023, respectively. Such an increase was mainly due to a $101,420 increase in allowances for credit losses and $150,000 of audit fees for the year ended December 31, 2024.
Total other income. We had total other income, net, of $3,170 for the year ended December 31, 2024, as compared to total other income, net, of $40,149 for the year ended December 31, 2023. Total other income, net, for the year ended December 31, 2024 consisted of other income of $24,128, offset by interest expense, net of $20,958, while total other income, net, for the year ended December 31, 2023 consisted of other income of $62,458, offset by interest expense, net of $22,309. Other income mainly consists of gains on foreign exchange, rental income, interest income and wage subsidies from the Malaysian Government.
Income tax expense. We incurred an income tax expense of $7,414 and $204,213 for the years ended December 31, 2024 and 2023, respectively. The decrease in tax expense was primarily attributed to lower taxable income. The lower taxable income in 2024 arose from an overprovision of income taxes in the prior years amounting to $92,865, as well as the recognition of deferred tax of $58,540 for the year.
Net income. As a result of the cumulative effect of the factors described above, our net income was $111,603 for the year ended December 31, 2024, as compared to $491,401 for the year ended December 31, 2023, a decrease of $379,798, or 77.29%.
5.B. Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of $2,300,759. To date, we have financed our operations primarily through revenue generated from operations, bank loans, the net proceeds from our initial public offering and other equity and debt financings as and when appropriate.
Management has prepared estimates of operations and believes that sufficient funds will be generated from operations to fund our operations and to service our debt obligations for at least the next twelve months. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Summary of Cash Flow
The following table provides detailed information about our net cash flow for the years ended December 31, 2025, 2024 and 2023.
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net cash (used in) provided by operating activities | $ | (2,436,795 | ) | $ | 753,458 | $ | 655,796 | |||||
| Net cash used in investing activities | (3,771,258 | ) | (51,519 | ) | (73,087 | ) | ||||||
| Cash provided by (used in) financing activities | 7,026,969 | (465,643 | ) | (442,794 | ) | |||||||
| Effects of foreign exchange rate | 291,214 | 51,033 | (57,398 | ) | ||||||||
| Net increase in cash and cash equivalents and restricted cash | 1,110,130 | 287,329 | 82,517 | |||||||||
| Cash and cash equivalents and restricted cash at beginning of year | 1,190,629 | 903,300 | 820,783 | |||||||||
| Cash and cash equivalents and restricted cash at end of year | $ | 2,300,759 | $ | 1,190,629 | $ | 903,300 | ||||||
Net cash used in operating activities was $2,436,795 for the year ended December 31, 2025, as compared to net cash provided by operating activities of $753,458 for the year ended December 31, 2024 and $655,796 for the year ended December 31, 2023. For the year ended December 31, 2025, our net loss of $4,750,143 and a decrease in deferred revenue of $1,037,013, offset by an impairment of equity investees of $3,083,478, were the primary drivers of the net cash used in operating activities. For the year ended December 31, 2024, our net income of $111,603 and an increase in deferred revenue of $687,414, offset by a decrease in inventories of $401,440, were the primary drivers of the net cash provided by operating activities. For the year ended December 31, 2023, our net income of $491,401 and an increase in inventories of $531,557, offset by a decrease in accounts receivable of $743,070, were the primary drivers of the net cash provided by operating activities.
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Net cash used in investing activities was $3,771,258 for the year ended December 31, 2025, as compared to $51,519 for the year ended December 31, 2024 and $73,087 for the year ended December 31, 2023. The net cash used in investing activities for the year ended December 31, 2025 consisted of cash paid for acquisitions of $2,999,872, cash paid for acquisitions of equity investees of $350,000, purchases of property and equipment of $281,745 and cash paid for the acquisition of subsidiaries of $144,498, offset by proceeds from the disposal of property and equipment of $4,857. The net cash used in investing activities for the years ended December 2024 and 2023 consisted entirely of purchases of property and equipment.
Net cash provided by financing activities was $7,026,969 for the year ended December 31, 2025, as compared to net cash used in financing activities of $465,643 for the year ended December 31, 2024 and $442,794 for the year ended December 31, 2023. The net cash provided by financing activities for the year ended December 31, 2025 consisted of proceeds from our initial public offering of $8,960,000, offset by the payment of offering costs of $1,801,983, repayments of borrowings of $66,913 and repayments of finance lease liabilities 64,135. The net cash used in financing activities for the year ended December 31, 2024 consisted of payment of offering costs of $356,423, repayments of borrowings of $57,002 and repayments of finance lease liabilities of $52,218. The net cash used in financing activities for the year ended December 31, 2023 consisted of payment of offering costs of $338,967, repayments of borrowings of $55,315 and repayments of finance lease liabilities of $48,512.
Term Loans
On July 23, 2020, we entered into a term loan agreement with a bank institution for a total facility of $240,211 with a maturity date 66 months from the drawdown date, August 28, 2020, for our working capital requirements. This loan has a moratorium period of six months on both principal and profit and we shall make 60 monthly instalments commencing on March 29, 2021. The loan bears an interest rate of 3.5% per annum. This loan is secured by an asset sale agreement over Shariah compliant commodities, joint and several guarantees of certain directors of Win-Fung and a corporate guarantee provided by the Credit Guarantee Corporation Malaysia Berhad (CGC). The final installment of this loan was paid on April 1, 2026, and the facility has been fully settled. As of the date of this report, we are in the process of obtaining the formal discharge and release of the associated personal and corporate guarantees.
On August 17, 2020, we entered into a term loan agreement with a bank institution for a total facility of $239,499 with a maturity date 180 months from the drawdown date, December 8, 2020, where the first instalment commenced on January 1, 2021. The loan bears an interest rate of 3.2% per annum. This loan is secured by several asset sale agreements over Shariah compliant commodities, several joint and several guarantees of certain directors of Win-Fung, a legal charge over Win-Fung’s factory and a letter of subordination of advances from directors.
Both term loans are structured as a cost-plus-profit sale contract, which is a method of sale with a mark-up price where we make payment over an agreed period of time. The underlying asset for the sale transaction is a specific tradable Shariah-compliant commodity, facilitated by an asset sale agreement. In the event of default, where any payment remains outstanding for three (3) consecutive months or if the account is in excess of the limit for three (3) consecutive months, the bank reserves the right to increase the profit margin of the effective profit rate to base financing rate + 2.5% per annum, or 1.0% per annum above the effective profit rate (if the effective profit rate is base financing rate + 2.5% per annum and above), or the Default Rate, on the amount outstanding. For term financings with monthly repayments, the Default Rate may be charged if payments remain due and unpaid for three (3) months from the first day of default. The asset sale agreements include customary clauses such as negative covenants, which prohibit actions without the lender’s consent, including incurring additional indebtedness, to alter our issued capital, undertake any merger, consolidation, reorganization or amalgamation and make any prepayment of any advances or financing by our shareholders, directors, or related company. Notwithstanding any non-payments to the bank, certain events of default could lead to termination of the term loans, such as the failure to observe or perform the terms and conditions of the agreements or events significantly affecting liability to perform or comply with the terms therein.
As security for the loan, the bank requires that the property of Win-Fung’s factory to be charged to the bank as collateral.
Material Cash Requirements
Capital Expenditures
We made capital expenditures of $281,745, $51,519 and $73,087 during the years ended December 31, 2025, 2024 and 2023, respectively. In these periods, our capital expenditures were mainly used for the purchase of new equipment for manufacturing and operations. We intend to fund our future capital expenditures with our existing cash balance and other financing alternatives. We plan to continue to make capital expenditures to meet the needs from the growth of our business.
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Contractual Obligations and Commitments
The following table summarizes our material contractual obligations and commitments as of December 31, 2025:
Contractual Obligations and Commitments | Total | Less
than 1 year | 1-2 years | 3-5 years |
More than 5 years | |||||||||||||||
| Bank loans | $ | 231,466 | $ | 36,037 | $ | 43,006 | $ | 64,509 | $ | 87,914 | ||||||||||
| Finance lease obligations | 138,285 | 63,739 | 68,581 | 5,965 | - | |||||||||||||||
| Operating lease obligations | 73,998 | 38,251 | 34,854 | 893 | - | |||||||||||||||
| Total | $ | 443,749 | $ | 138,027 | 146,441 | $ | 71,367 | $ | 87,914 | |||||||||||
5.C. Research and Development, Patents, Licenses, Etc.
See “Item 4. Information on the Company—4.B. Business Overview.”
5.D. Trend Information
We believe the following trends are likely to affect the industries we operate in or are related to and, as a result, our company, if they continue in the future:
| ● | Increasing demand in other industries: The global FRP market is experiencing steady growth due to rising demand in sectors such as construction, automotive, and aerospace. We believe this trend will benefit our business, allowing us to leverage our extensive experience and product quality to capture new market opportunities. |
| ● | Technological advancements: Ongoing advancements in FRP production technology can lead to more efficient manufacturing processes and the creation of innovative products. By staying at the forefront of these developments, we can maintain our competitive edge. |
| ● | Environmental regulations: Stricter environmental regulations worldwide are driving the adoption of FRP products, particularly in industries such as water and wastewater treatment. We believe our compliance with these environmental standards positions us well to meet the growing demand for eco-friendly solutions. |
| ● | Macroeconomic conditions: Global economic factors, including fluctuations in raw material prices and currency exchange rates, can impact our operating costs and pricing strategies. We continuously monitor these factors to mitigate potential adverse effects on our financial performance. |
| ● | Customer preferences: There is a growing preference for customized FRP solutions tailored to specific industry needs. We believe our ability to offer bespoke products will likely enhance customer satisfaction and loyalty, contributing to our revenue growth. |
| ● | Demand for lightweight composites: Various industries are increasingly seeking lightweight composites to reduce their carbon footprint. Fiberglass, known for its lightweight and strong properties, is in demand for applications such as construction, automotive, and wind energy. Increased government investments in energy-efficient buildings are likely to reinforce this trend. |
| ● | Renewable energy: The expansion of renewable energy sources, including wind and tidal power, is driving demand for fiberglass in the manufacturing of electrical devices. We believe this sector will also present opportunities for our fiberglass tank applications. |
5.E. Critical Accounting Estimates
The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with U.S. GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
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Revenue Recognition. We follow the guidelines of ASC 606 for revenue recognition. According to ASC 606, revenue is recognized when control of promised goods or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. The timing of revenue recognition, whether at a point in time or over time, is determined by when control of the goods and services is transferred to the customer.
Manufacturing and Selling Fiberglass Products
We are principally engaged in manufacturing and selling fiberglass products. Revenue is recognized as the customer obtains control of the goods as outlined in the agreed-upon contract (i.e., performance obligations) with certain specifications and requirements for the products. We recognize revenue at the point in time in which the performance obligation is fully satisfied by transferring control of the promised goods to the customer, which, in this case, occurs upon the delivery of goods to the customer.
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation.
We also provide installation services after delivery of products and maintenance services either separately or together with selling of products. We determine that installation and maintenance services are distinct from the manufacturing and selling of products as the customer can benefit from these services independently of the products and the customer has the option to engage third-party contractors for these services. We determine the selling prices for installation and maintenance service to allocate the transaction price appropriately. Revenues from installation and maintenance services are recognized at the point in time when the services are completed and the customer can benefit from the results of the services. We recognize revenue from installation and maintenance services upon completion of the services, as this is when control transfers to the customer. Upon completion of installation and maintenance services, we issue billing to the customer. Revenue is recognized at the point in time when the services are completed, as we have an enforceable right to payment for the performance completed.
For certain contracts, we provide warranties ranging from 6 months to 49 months for moving and non-moving parts of the products. Warranties are classified as either assurance type or service type. A warranty is considered an assurance type if it provides the consumer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not accounted for as a separate performance obligation under the revenue model. A service type warranty is either sold with a unit or separately for units for which the warranty has expired. Revenue is then recognized over the life of the warranty.
The warranties provided by us not only provide the customer with assurance that the product will function and comply with agreed-upon specifications but also include services-typed warranties in addition to the assurance, such as providing remedy work at the customer’s site. We recognize that the promised warranty service is a separate performance obligation in accordance with ASC 606-10-55-33. As the warranty is a distinct performance obligation, we allocate a percentage of the contract price to warranty service income, based on the agreed contract terms with the customer. The warranty service income is recognized as deferred revenue, indicating that the service has been promised to the customer but has not yet been fulfilled. Subsequently, the deferred revenue is recognized in the income statement over the warranty coverage period.
For downpayments collected from customers upon inception of the contract and scheduled payments received before we satisfy our performance obligation (e.g., delivery of the product), we record these amounts as deferred revenue on the basis that we have an unconditional right to receive consideration, as outlined in the contract terms in accordance with ASC 606-10-45-2.
Deferred revenue is a contract liability that we are obligated to deliver the product to the customer for which we have received consideration or unconditional right to receive consideration from the customer. When we satisfy our performance obligation, which is upon the delivery of the product to the customer, the deferred revenue is recognized to the income statement.
Total deferred revenue recognized as revenue during the years ended December 31, 2025, 2024 and 2023 was $5,712,823, $2,808,085 and $688,567, respectively. Our unfulfilled performance obligations as of December 31, 2025 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $133,025, which is fulfilled over the warranty period. The deferred revenue related to delivery of products amounts to $363,256 as of December 31, 2025.
We also provide technical services and transportation arrangements to customers, and the revenue is recognized upon services provided.
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Food and Beverage Operations
Revenue from food and beverage operations is derived primarily from dine-in and takeaway sales. Revenue is recognized at a point in time when food and beverages are served to customers or collected by customers for takeaway.
The food and beverage operations were acquired during 2025 and are not material to our consolidated financial statements.
Customers typically pay at the point of sale for food and beverage transactions; accordingly, we do not have significant receivables or contract liabilities related to these operations.
Accounts Receivables and Allowance for Credit Losses. Accounts receivable are recorded at the sales price of products sold to customers on trade credit terms less an allowance for credit loss on such receivables. The allowance for credit loss is estimated based on our assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect customers’ ability to pay. We write off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. As of December 31, 2025 and 2024, allowance for credit loss of $663,748 and $540,626, respectively, were accrued and included in administrative expenses.
Inventories. Inventories include costs of materials, labor and manufacturing overhead cost. Inventories are valued at the lower of cost or an estimated net realizable value. The inventories cost is determined on the basis of the first-in, first-out methods. Allowances are recorded for slow-moving, obsolete or unusable inventories. We assess inventories for estimated obsolescence or unmarketable products and write down the difference between the cost of the inventories and the estimated net realizable values based upon assumptions about future sales and supplies on-hand. For the years ended December 31, 2025, 2024 and 2023, we recognized inventory write-downs of $95,345, $0 and $0, respectively, which are included in cost of sales in the consolidated statements of operations.
Impairment of Long-lived Assets. We evaluate the long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, we evaluate the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss based on the excess of the carrying amount of the assets over their fair value. Based on our assessments, no impairment losses were recorded for the years ended December 31, 2025, 2024 and 2023.
Impairment Assessment of Investment in Equity Investees. Investment in equity investees represents our investments in privately held companies. We apply the equity method of accounting to account for an equity investment over which we have significant influence but do not own a majority equity interest or otherwise control according to ASC Topic 323, Investment—Equity Method and Joint Ventures.
Under the equity method, our share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the consolidated statements of operations and comprehensive income/(loss) and our share of post-acquisition movements of accumulated other comprehensive income/(loss) are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. We record our share of the results from equity investments in privately held companies twice a year, aligned with our half-yearly reporting cycle. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When our share of losses in the equity investee equals or exceeds our interest in the equity investee, we do not recognize further losses, unless we have incurred obligations or made payments or guarantees on behalf of the equity investee, or we hold other investments in the equity investee.
We continually review our investments in equity investees under the equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors that we consider in our determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value.
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Our equity investments without readily determinable fair values, which do not qualify for net asset value practical expedient and over which we do not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative. We make assessments of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessments include, but are not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. When indicators of impairment exist, we also prepare quantitative measurements of the fair value of our equity investments using the market approach, income approach or cost approach, if applicable, with observable or unobservable inputs and assumptions. Changes in inputs and assumptions might materially affect the determination of fair value of our equity investments. We recognize an impairment loss equal to the difference between the carrying value and fair value in others, net in the consolidated statements of operations and comprehensive income/(loss) if there is any. Based on our assessments, we recognized an impairment loss of $3,083,478 for the year ended December 31, 2025, which is included in other expense in the consolidated statements of operations.
Warranty. We provide warranty periods ranging from 6 months to 49 months for both moving and non-moving parts of our products. Standard warranties, encompassing repair, replacement, or return for product defects, are accrued in accordance with ASC 460. It involves considerations of historical data, expected repair and replacement costs, and post-delivery warranty issues. We continually review these warranties and will make adjustments to accruals accordingly in response to changes in experience or cost trends. Historical records indicate minimal customer return and warranty claims. As of December 31, 2025 and 2024, we have not recorded warranty accruals.
Fair Value Measurements. We measure and disclose certain financial assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
| ● | Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| ● | Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. |
| ● | Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. |
We endeavor to utilize the best available information in measuring fair value. Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities, bank borrowings and lease liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
Our non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired. Management applies fair value measurement guidance to its impairment analysis for tangible assets.
Income Taxes. Income taxes include all domestic tax on taxable profit and are determined according to the tax laws of the jurisdictions in which we operate. Income taxes are accounted for under the asset and liability method in accordance with ASC 740. 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 and operating loss, capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Deferred income taxes are recorded net of a valuation allowance when it is more likely than not that all or a portion of a deferred tax assets will not be realized. In making such determination, we consider all available evidence, including projection of future taxable income, tax planning strategies, and recent results of operations.
Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position would be sustained on its technical merits. For positions not meeting the “more likely than not” test, no tax benefit is recognized. To the extent interest and penalties may be assessed related to unrecognized tax benefit, we record accruals for such amounts as a component of the income tax provision. We had no unrecognized tax benefits as of December 31, 2025 and 2024.
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ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statements recognition and measurement of a tax position taken (or expected to be taken) in a tax return. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than a 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
The following table sets forth certain information regarding our directors and executive officers.
|
NAME |
AGE | POSITION | ||
| Chee Hoong Lew | 50 | Chief Executive Officer and Director | ||
| Ka Hei Cheung | 42 | Chief Financial Officer | ||
| Chee Leong Lee | 68 | Director | ||
| Chee Hoong Lim | 65 | Director | ||
| Choon Hann Lua | 49 | Director |
Chee Hoong Lew. Mr. Lew has served as our Chief Executive Officer since January 2024 and as a member of our board of directors since our inception in March 2023 and has served as the Managing Director of Win-Fung since 2000. Mr. Lew currently also owns and oversees a number of other businesses, including Win Fung Prop Sdn Bhd, a property investment company, since 2018, Flakeshield Sdn Bhd, a corrosion prevention service provider, since 2018, Eco Consult (M) Sdn Bhd, a management consultancy and trading company, since 2017, Power Connect Pte Ltd, an engineering and consultation services provider, since 2017, Restoran Gardenz Sdn Bhd, a restaurant, since 2022, The Rise Bar & Café Sdn Bhd, a restaurant, since 2022, and Acmos (M) Sdn Bhd, a thermoplastic products manufacturer, since 2020. He graduated from Curtin University in Australia with a Degree in Marketing and Management. We believe Mr. Lew is qualified to serve on our board of directors due to his long-term executive experience with us, his profound understanding of our business and his track record in leading our company and driving growth.
Ka Hei Cheung. Mr. Cheung has served as our Chief Financial Officer since December 2025. Prior to that, he served as Account Manager at Furniweb Holdings Limited, an investment holding company listed on the Hong Kong Stock Exchange with subsidiaries principally engaged in the manufacturing and sales of elastic textiles, webbing and rubber tape related products, and energy efficiency businesses, from July 2019 to December 2025. Prior to that, he served as Account Manager at China Grand Pharmaceutical and Healthcare Holdings Limited, an international pharmaceutical company listed on the Hong Kong Stock Exchange, from June 2017 to April 2019. He also previously served as an Accountant at China Fiber Optic Network System Group Limited from July 2014 to May 2017, an Assistant Accountant at Sing Pao Media Enterprises Limited from May 2011 to June 2014, an Audit Assistant at S. Y. Yang & Company from July 2008 to May 2011 and as a Junior Accountant at CLL C.P.A. Limited from November 2006 to July 2008. Mr. Cheung received a BBA in Accounting from The Open University of Hong Kong.
Chee Leong Lee. Mr. Lee was appointed as a member of our board of directors in March 2025. Mr. Lee is a distinguished Malaysian politician with a prominent career spanning over three decades. He is currently retired and since March 2020, he has served as an independent director of Furniweb Holdings Limited, a company listed on the Stock Exchange of Hong Kong Limited. Mr. Lee also served as an independent director of PRG Holdings Berhad, a company listed on the Main Board of Bursa Malaysia, from August 2013 to June 2014. Over the years, Mr. Lee held several key ministerial positions in the Malaysian government. From 2015 to 2018, he was the Deputy Finance Minister. Prior to that, from 2014 to 2015, he served as the Deputy Minister of International Trade and Industry. From 2010 to 2013, he served as the Deputy Home Minister, focusing on internal security and national safety, and from 2009 to 2010, he served as the Deputy Foreign Minister, where he played a crucial role in shaping Malaysia’s foreign policy and strengthening international relations. In 2008, Mr. Lee was elected as the Member of Parliament for Kampar. Before that, he was a State Legislative Assembly Member, representing the Malim Nawar constituency from 1995 to 2008 and the Tanjong Tualang constituency from 1990 to 1995. Notably, from 1995 to 1999, he served as the Chairman of the Health and Environment Committee in the Perak State Executive Council (Exco). Mr. Lee obtained a Bachelor Honours degree in Accounting and Finance from Bristol Polytechnic, England in 1982. We believe that Mr. Lee is qualified to serve on our board of directors as his deep understanding of both public administration and corporate governance, coupled with his proven ability to execute strategic initiatives, makes him an invaluable asset to our board of directors.
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Chee Hoong Lim. Mr. Lim was appointed as a member of our board of directors in March 2025. Mr. Lim has over 40 years of accounting and audit experience. He currently serves on the boards of the following companies listed on the Main Board of Bursa Malaysia: an independent director of PBS Berhad (formerly known as Pelikan International Corporation Berhad) since June 2019, an independent director of OKA Corporation Berhad since June 2023, and a non-independent non-executive director of PRG Holdings Berhad since May 2023 (he was an independent director of PRG Holdings Berhad from July 2003 to May 2023). Mr. Lim also serves as an independent director of BWYS Group Berhad, a company listed on the ACE Market of Bursa Malaysia since August 2023, and an independent director of Ritamix Global Limited, a public company listed on the Stock Exchange of Hong Kong Limited since April 2020. In November 1997, Mr. Lim established his own audit firm, Messrs Lim Chee Hoong & Company (now known as Messrs CHI-LLTC after admitting several other partners to the firm in January 2001). In December 2001, he joined Messrs Lee Teik Swee & Co, an audit firm, where he served as a partner from December 2001 to October 2013. Thereafter, he was a partner of TNL Partners PLT, another audit firm, from June 2020 to December 2022. He has served as the executive director of Lim Tang Tax Services Sdn Bhd, a company providing tax advisory services, since 2005. Mr. Lim’s professional qualifications include membership of the Malaysian Institute of Certified Public Accountants since January 1993, Malaysian Institute of Accountants since July 1993 and Malaysian Institute of Taxation since September 2008. In January 2007, Mr. Lim obtained his Practicing Certificate as a Certified Public Accountant with the Malaysian Institute of Certified Public Accountants. He obtained his Practicing Certificate as a Chartered Accountant with the Malaysian Institute of Accountants to engage in public practice and provision of regulated services such as audit, taxation and liquidation, in December 2010. In November 1980, Mr. Lim completed his Upper Form VI at Han Chiang High School and obtained his Higher School Certificate after passing the University of Cambridge Local Examinations Syndicate in collaboration with the University of Malaya. We believe that Mr. Lim is suitable to serve on our board of directors due to his extensive professional experience and credentials in accounting, auditing, and taxation, along with his substantial experience serving on the boards of public companies, which will provide valuable financial oversight and strategic guidance to our board of directors.
Choon Hann Lua. Mr. Lua was appointed as a member of our board of directors in March 2025. Mr. Lua started his career as a prosecutor with Attorney General’s Chambers in the Republic of Singapore. With years in legal practice, he gained substantial and broad expertise, knowledge and experience in advising legal matters, among others, those pertaining to corporate affairs, finance and commercial matters. With his professional legal experience, business acumen and commercial know-how, he has been an entrepreneur since 2003, engaging in various business ventures in Malaysia across various sectors, such as the provision of corporate consultancy and solution services and property development. Mr. Lua has substantial experience serving on public companies’ boards. He served as an independent director and chairman of the audit committee of PBS Berhad (formerly known as Pelikan International Corporation Berhad), a company listed on the Main Board of Bursa Malaysia from April 2013 to September 2019. He has held multiple high-level roles at PRG Holdings Berhad, a company listed on the Main Board of Bursa Malaysia, including executive director (November 2013 – April 2016), managing director (April 2016 – May 2019) and group executive vice chairman (May 2019 - present). Mr. Lua has also been an executive director of Furniweb Holdings Limited, a company listed on the Stock Exchange of Hong Kong Limited since November 2013. Mr. Lua holds a Bachelor of Law from the University of Cardiff, United Kingdom. We believe that Mr. Lua is suitable to serve on our board of directors due to his extensive legal expertise, broad business acumen, proven leadership experience and his successful tenure as both an independent director and executive director at multiple publicly listed companies.
No family relationships exist between any of our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.
6.B. Compensation
Currently, there are no requirements for disclosure of the compensation of officers and directors on an individual basis for our most recently completed fiscal year under Cayman Islands law. For the fiscal year ended December 31, 2025, we paid aggregate compensation of approximately RM853,711 (approximately $210,481 ) to our directors and executive officers as a group. We did not pay any other compensation or benefits in kind to our directors and executive officers. None of our directors or executive officers received any equity awards, including, options, restricted shares or other equity incentives in the year ended December 31, 2025. Our Malaysian subsidiary is required by law to make monthly contributions based on the amount of wages received by the employee to the Malaysian Employees Provident Fund which provides retirement benefits. For the fiscal year ended December 31, 2025, our Malaysian subsidiary contributed a total amount of approximately RM116,832 (approximately $28,804) to the Employees Provident Fund for our officers and directors. Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.
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6.C. Board Practices
Nasdaq’s listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors currently consists of four (4) directors, all of whom, except for Chee Hoong Lew, are independent within the meaning of Nasdaq’s rules.
A director is not required to hold any shares in our company to qualify to serve as a director.
Board Committees
We have established a standing audit committee, compensation committee and nominating and corporate governance committee of our board of directors and adopted a charter for each committee. Each committee’s members and functions are described below.
Audit Committee
Chee Leong Lee, Chee Hoong Lim and Choon Hann Lua, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, have been appointed to serve on our audit committee, with Mr. Lim serving as chair of the audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.
The audit committee will be responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing and approving related party transactions (viii) reviewing hedging transactions; and (ix) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.
Compensation Committee
Chee Leong Lee, Chee Hoong Lim and Choon Hann Lua, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, have been appointed to serve on our compensation committee, with Mr. Lee serving as chair of the compensation committee. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
The compensation committee will be responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (iv) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.
Nominating and Corporate Governance Committee
Chee Leong Lee, Chee Hoong Lim and Choon Hann Lua, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, have been appointed to serve on our nominating and corporate governance committee, with Mr. Lua serving as chair of the nominating and corporate governance committee. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee will be responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; and (iv) overseeing compliance with the our code of ethics.
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The nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors will include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.
In making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.
Duties of Directors
Under Cayman Islands law, our directors have a fiduciary duty to our company to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association (as may be amended from time to time). Our company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “Differences in Corporate Law” included in Exhibit 2.1 to this report.
A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A director may, subject to any separate requirement for audit committee approval under applicable law, our amended and restated memorandum and articles of association (as may be amended from time to time) or Nasdaq rules, or disqualification by the chairman of the relevant board meeting, vote in respect of any contract, proposed contract, or arrangement notwithstanding that such director may be interested therein, provided that the nature of the interest of any director in such contract or proposed contract or arrangement is disclosed by him or her at or prior to the consideration and any vote in that matter and if such director does so, such director’s vote shall be counted and such director may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered.
Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party.
The functions and powers of our board of directors include, among others:
| ● | convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; |
| ● | declaring dividends and distributions; |
| ● | appointing officers and determining the term of office of officers; |
| ● | exercising the borrowing powers of our company and mortgaging the property of our company; and |
| ● | approving the transfer of shares of our company, including the registering of such shares in our share register. |
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Terms of Directors and Officers
Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board of directors or until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with our amended and restated memorandum and articles of association (as may be amended from time to time). A director will be removed from office automatically if, among other thing, the director (i) dies; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) is found to be or becomes of unsound mind; (iv) resigns his office by notice in writing to our company; (v) is prohibited by law from being a director; (vi) without special leave of absence from our board, is absent from meetings of our board for a continuous period of six months, and (vii) is removed from the office pursuant to any other provisions of our memorandum of association and articles of association (as may be amended from time to time).
Limitation on Liability and Other Indemnification Matters
Cayman Islands law allows us to indemnify our directors and officers acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors and officers.
Under our amended and restated memorandum and articles of association, we may indemnify our directors and officers, among other persons, from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty.
Employment and Indemnification Agreements
Win-Fung has entered into employment contracts with its officers under Malaysian laws. Most employment contracts provide that each officer is employed for an indefinite period following a specified probation period, subject only to termination by either party. After the probationary period, an officer may terminate their employment at any time with prior written notice, ranging from one day to three months, or by forfeiting the salary for the corresponding notice period in lieu of such notice. For most officers, we may terminate employment immediately if the officer willfully neglects and/or refuses to perform any duties under the employment agreement, breaches any provision of the employment agreement, or shall be guilty of gross disobedience, misconduct, breach of trust and/or of unprofessional conduct. Most employment contracts also contain standard confidentiality provisions.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. A copy of the form of such indemnification agreement is filed as an exhibit to this report.
6.D. Employees
As of December 31, 2025, 2024 and 2023 we had 142, 138 and 118 full-time employees, respectively. The following table sets forth the number of our full-time employees as of December 31, 2025 by function.
| Function | Number of Employees | |||
| Senior Management | 11 | |||
| Director | 4 | |||
| Administrative, Finance and Human Resources | 5 | |||
| Sales and Marketing | 7 | |||
| Engineering/R&D | 12 | |||
| Purchasing | 1 | |||
| Quality Control | 8 | |||
| Store | 10 | |||
| Production | 84 | |||
| TOTAL | 142 | |||
None of our employees is represented by labor unions, and we believe that we have an excellent relationship with our employees.
Under Employees Provident Fund Act 1991, our Malaysian subsidiary is required to make contributions, as employers, to the Employees Provident Fund for our employees who are Malaysian citizens, who are not Malaysian citizens but permanent residents in Malaysia and who are not Malaysian citizens who have elected to make such contributions. The contribution rates vary, depending on the monthly wages of our employees. Other than the contributions, we have no further obligation for the payment of retirement and other post-retirement benefits of our employees in Malaysia.
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In Malaysia, we are required to comply with regulations governing employment such as the Employees Provident Fund Act 1991, Employees’ Social Security Act 1969, Employment Insurance System Act 2017, Income Tax (Deduction From Remuneration) Rules 1994, Minimum Wages Order 2022, Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990 and Industrial Relations Act 1967 as described above. Most of our employment contracts provide that we shall make deductions from the employee’s salary for the purpose of paying the employees’ contributions to the relevant authorities in accordance with the prescribed rates of the stipulated laws. Most of our employment contracts also provide that, among others, our employees shall not at any time, either during the continuance of employment or thereafter, divulge any of the affairs or secrets of our company acquired in the course of employment in any manner which may injure or cause loss to our company to any party without our consent.
6.E. Share Ownership
See “Item 7. Major Shareholders and Related Party Transactions—7.A. Major Shareholders.”
6.F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
Not Applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares as of April 29, 2026 for (i) each of our executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares.
Name of Beneficial Owner | Number of Shares(1) | Percent of Class(2) | ||||||
| Chee Hoong Lew, Chief Executive Officer, Director(3)(4) | 3,440,664 | 68.29 | % | |||||
| Ka Hei Cheung, Chief Financial Officer | - | - | ||||||
| Chee Leong Lee, Director | - | - | ||||||
| Chee Hoong Lim, Director | - | - | ||||||
| Choon Hann Lua, Director | - | - | ||||||
| All executive officers and directors (5 persons above) | 3,440,664 | 68.29 | % | |||||
| Chee Seong Lew(3) | 3,170,664 | 62.93 | % | |||||
| LYC Capital Private Limited(5) | 270,000 | 5.36 | % | |||||
| (1) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any ordinary shares that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of April 29, 2026 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person. |
| (2) | Based on 5,038,018 ordinary shares issued and outstanding as of April 29, 2026. |
| (3) | Represents ordinary shares held by Lew Capital Private Limited. Chee Hoong Lew and Chee Seong Lew are the Directors of Lew Capital Private Limited and have voting and investment power over the shares held by it. Each of Chee Hoong Lew and Chee Seong Lew disclaims beneficial ownership of the shares held by Lew Capital Private Limited except to the extent of his pecuniary interest, if any, in such shares. Messrs. Chee Hoong Lew and Chee Seong Lew are brothers, but they do not reside in the same residence. |
| (4) | Includes 3,170,664 ordinary shares held by Lew Capital Private Limited and 270,000 ordinary shares held by LYC Capital Private Limited, of which Yew Chean Lim, the mother of Chee Hoong Lew, is the sole member and director. |
| (5) | Yew Chean Lim, the mother of Chee Hoong Lew, is the sole member and director of LYC Capital Private Limited and has voting and investment power over the shares held by it. Yew Chean Lim disclaims beneficial ownership of the shares held by LYC Capital Private Limited except to the extent of her pecuniary interest, if any, in such shares. |
None of our major shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
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7.B. Related Party Transactions
Unless otherwise noted, the following is a description of related party transactions we have entered into since January 1, 2025 with any of the members of our board of directors, any executive officer, any holder of more than 5% of our ordinary shares at the time of such transaction, or any members of their immediate family, that had or will have a direct or indirect material interest, other than compensation arrangements, which are described under “Item 6. Directors, Senior Management and Employees—6.B. Compensation.”
| ● | On May 15, 2025, WF Venture completed the acquisition of 100% of the issued and outstanding equity interests of GKI from Ms. Yew Chean Lim, a director of Win-Fung and the mother of Mr. Chee Hoong Lew, our Chief Executive Officer, director and controlling shareholder, for a purchase price of $3,000,000. Through this acquisition, WF Venture also indirectly acquired approximately 35% of the equity interests in Carlico. As of December 31, 2025, amount due to Carlico was $4,275,561, which related to unpaid share capital. |
| ● | On July 5, 2025, WF Venture acquired a 70% equity interest in RBSB for total cash consideration of $150,000, of which $40,500 was paid to Mr. Lew. |
| ● | On July 8, 2025, WF Venture acquired a 35% equity interest in RGSB from Mr. Lew for total cash consideration of $350,000. |
| ● | During the year ended December 31, 2025, we entered into sales and purchase transactions with Flakeshield Sdn Bhd, or Flakeshield, a company in which Mr. Lew owns a 50% interest. These sales and purchases were made on the basis of individual purchase orders. For the year ended December 31, 2025, we had sales to Flakeshield in the amount of $19,429 and purchases from Flakeshield in the amount of $4,368. As of December 31, 2025, accounts receivable from Flakeshield was $5,282, other receivable from Flakeshield was $364 and accounts payable to Flakeshield was $480. |
| ● | During the year ended December 31, 2025, we entered into purchase transactions with Acmos (M) Sdn Bhd, or Acmos, a company in which Mr. Lew owns a 90% interest. These purchases were made on the basis of individual purchase orders. For the year ended December 31, 2025, we had purchases from Acmos in the amount of $8,158. As of December 31, 2025, accounts payable to Acmos was $4,327 and other payable to Acmos was $333. |
| ● | During the year ended December 31, 2025, we entered into sales transactions with Eco Consult (M) Sdn Bhd, or Eco, a company in which Mr. Lew owns a 50% interest. These sales were made on the basis of individual purchase orders. For the year ended December 31, 2025, we had sales to Eco in the amount of $140. As of December 31, 2025, accounts receivable from Eco was $148. |
| ● | We rent a property from Mr. Lew, pursuant to a tenancy agreement, dated December 1, 2025, between Win-Fung and Mr. Lew. Pursuant to the tenancy agreement, we lease this property for a monthly rent of RM12,000 (approximately $2,959), for a term of two years until November 30, 2027. For the year ended December 31, 2025, rent expense was $33,638. |
| ● | From time to time, Mr. Lew, Ms. Lim, Ms. Wai Boon Law, a director of Win-Fung, and Mr. Chung Kin Loo, a director of GKI, have paid certain operating expenses on our behalf. These amounts are non-trade, unsecured, non-interest bearing are payable on demand. As December 31, 2025, the amount due to Mr. Lew was $19,295, the amount due to Ms. Lim was $740, the amount due to Ms. Law was $27,475 and the amount due to Mr. Loo was $18,554. |
| ● | Mr. Lew, Ms. Lim and Ms. Law have entered into joint and several guarantees in connection with certain term loans. They have also entered into a letter of subordination agreement in connection with one of the term loans, pursuant to which they agreed that the amounts that they have advanced on behalf of Win-Fung referred to above will be subordinated to the rights of the lender. See “Item 5. Operating and Financial Review and Prospectus—5.B. Liquidity and Capital Resources—Term Loans” for more information regarding these loans and the related guarantees and letter of subordination agreement. |
| ● | During the year ended December 31, 2025, we entered into consultancy transactions with One Fatboyz Limited, or OFL, a shareholder of the Company. These transactions were made on the basis of individual consulting agreements. For the year ended December 31, 2025, we had consultancy expenses to OFL in the amount of $264,186. |
| ● | During the year ended December 31, 2025, we entered into consultancy transactions with Snow Bear Capital Limited, or SBCL, a shareholder of the Company. These transactions were made on the basis of individual consulting agreements. For the year ended December 31, 2025, we had consultancy expenses to SBCL in the amount of $423,000. |
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Our audit committee is responsible for reviewing and approving all transactions and arrangements between us or any subsidiaries and principal shareholders, directors, and officers. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s-length transaction and the extent of the related person’s interest in the transaction.
7.C. Interests of Experts and Counsel
Not Applicable.
ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
Financial Statements
See “Item 18. Financial Statements,” which contains our consolidated financial statements prepared in accordance with U.S. GAAP.
Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have a material adverse effect on our business, financial condition or operating results.
Policy on Dividend Distributions
We have not previously declared or paid cash dividends, and we have no plan to declare or pay any dividends in the near future. We currently intend to retain most, if not all, of our available funds and future earnings to operate and expand our business. We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiary for our cash requirements, including any payment of dividends to our shareholders. Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. See also “Item 3. Key Information—3.D. Risk Factors—Risks Related to Ownership of Our Ordinary Shares—We do not expect to declare or pay dividends in the foreseeable future.”
8.B. Significant Changes
Except as described above, no significant change has occurred since the date of our consolidated financial statements filed as part of this annual report.
ITEM 9. THE OFFER AND LISTING
9.A. Offer and Listing Details
Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “WFF.”
9.B. Plan of Distribution
Not Applicable.
9.C. Markets
See “Item 9. The Offer and Listing—9.A. Offer and Listing Details.”
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9.D. Selling Shareholders
Not Applicable.
9.E. Dilution
Not Applicable.
9.F. Expenses of the Issue
Not Applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
Not Applicable.
10.B. Memorandum and Articles of Association
Summaries of material provisions of our memorandum and articles of association currently in effect and of the Companies Act, insofar as they relate to the material terms of our ordinary shares, are contained in Exhibit 2.1 to this report, which are incorporated herein by reference.
10.C. Material Contracts
All material contracts governing the business of our company are described elsewhere in this report or in the information incorporated by reference herein.
10.D. Exchange Controls
Cayman Islands
Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.
Malaysia
There are foreign exchange policies in Malaysia that support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of the BNM, the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax.
10.E. Taxation
A description of material Cayman Islands, Malaysia and U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinary shares is contained in the IPO Registration Statement in the section entitled “Material Tax Considerations,” which is incorporated herein by reference.
10.F. Dividends and Paying Agents
Not Applicable.
10.G. Statement by Experts
Not Applicable.
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10.H. Documents on Display
We are subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. Reports and other information filed by us with the SEC, including this report, may be viewed from the SEC’s Internet site at http://www.sec.gov. In addition, we will provide hard copies of our report free of charge to shareholders upon request.
Statements made in this report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements.
10.I. Subsidiary Information
See “Item 4. Information on the Company—4.A. History and Development of the Company.”
10.J. Annual Report to Security Holders
If we are required to provide an annual report to security holders, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
The majority of our cash flows, financial assets and liabilities are denominated in RM, which is our functional currency. We are exposed to financial risk related to the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the proportion of our business transactions denominated in currencies other than RM, primarily for capital expenditures, debt and various operating expenses such as salaries and professional fees. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.
To the extent that we need to convert U.S. dollars into RM for our operations, appreciation of the RM against the U.S. dollar would have an adverse effect on the RM amount we receive from the conversion. Conversely, if we decide to convert RM into U.S. dollars for business purposes, appreciation of the U.S. dollar against the RM would have a negative effect on the U.S. dollar amounts available to us.
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. Our cash and short-term investments include cash in readily available checking accounts and guaranteed investment certificates. These securities are not dependent on interest rate fluctuations that may cause the principal amount of these assets to fluctuate.
Inflation
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable.
48
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Material Modifications to the Rights of Security Holders
There have been no material modifications to the rights of our security holders.
Use of Proceeds
On March 26, 2025, we entered into an underwriting agreement with Dominari Securities LLC, as representative of the underwriters named on Schedule 1 thereto, relating to our initial public offering of ordinary shares. Under the underwriting agreement, we agreed to sell 400,013 ordinary shares to the underwriters, at a purchase price per share of $18.50 (the offering price to the public of $20.00 per share minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 60,000 additional ordinary shares, at a purchase price of $18.50, pursuant to our registration statement on Form F-1 (File No. 333-282294) under the Securities Act.
On March 28, 2025, the closing of the initial public offering was completed. We sold 400,013 ordinary shares for total gross proceeds of $8,000,000. On May 7, 2025, the underwriters partially exercised their over-allotment option and purchased an additional 48,001 ordinary resulting in additional gross proceeds of $960,000. After deducting the underwriting commission and expenses, we received net proceeds of approximately $7,158,017.
There has been no material change in the expected use of the net proceeds from the initial public offering as described in our final prospectus filed with the SEC on March 28, 2025 pursuant to Rule 424(b).
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Our management carried out an evaluation, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of December 31, 2025. Based on that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
Based on this evaluation, chief executive officer and chief financial officer concluded that our internal control over financial reporting was effective as of December 31, 2025.
49
Attestation Report of Independent Registered Public Accounting Firm
This report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm because our company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the SEC.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Chee Hoong Lim is the “Audit Committee Financial Expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and also meets Nasdaq’s financial sophistication requirements. Mr. Lim is an “independent director” as defined by the rules and regulations of Nasdaq.
ITEM 16B. CODE OF ETHICS
We have adopted a code of ethics which is available on our website at www.winfung.com.my (information contained on, or that can be accessed through, our website does not constitute a part of this report and is not incorporated by reference herein). The code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.
We make any amendment to the code of ethics or grant any waivers, including any implicit waiver, from a provision of the code of ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. If a waiver or amendment of the code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to such Item 16B.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Principal Accountant Fees
The following table represents aggregate fees billed to us by our principal accounting firm for fiscal years ended December 31, 2025 and 2024.
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit Fees | $ | 195,000 | $ | 181,500 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | 57,035 | 25,000 | ||||||
| Total | $ | 252,035 | $ | 206,500 | ||||
50
Audit Fees
Audit fees consisted of the aggregate fees for the audits of our consolidated financial statements, half year reviews, consents, and assistance with review of documents filed with the SEC. Fees for the years ended December 31, 2025 and 2024, also include the fees related to audit activities conducted in connection with our initial public offering.
Audit Related Fees
Audit-related fees consist of the aggregate fees billed for each of the last two fiscal years for assurance and related services performed by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees” above.
Tax Fees
Tax fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by our principal accountant with respect to tax compliance, tax advice, tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services during the last two fiscal years.
All Other Fees
All other fees consist of aggregate fees billed for each of the last two fiscal years for products and services provided by our principal accountant, other than for the services reported under the headings “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above. We did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.
Audit Committee’s Pre-Approval Policies and Procedures
Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our auditors, the audit committee pre-approves each type of audit, audit-related, tax and other permitted services, subject to the ability of the audit committee to delegate certain pre-approval authority to one or more of its members. All of the fees listed in the table above were approved by our audit committee.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
We have not asked for, nor have we been granted, an exemption from the applicable listing standards for our audit committee.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of equity securities made by or on behalf of us or any “affiliated purchaser” as defined in Rule 10b-18 of the Exchange Act during the period covered by this annual report.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
We are incorporated in the Cayman Islands and our corporate governance practices are governed by applicable laws of Cayman Islands and our memorandum and articles of association. In addition, since our ordinary shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance requirements.
In addition, as a foreign private issuer, Nasdaq Listing Rule 5615(a)(3) permits us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided that we disclose in our annual report filed with the SEC each requirement of Rule 5600 that we do not follow and describe the home country practice followed in lieu of such requirement.
We are not currently following any Cayman Islands corporate governance practices in lieu of Nasdaq corporate governance listing standards.
51
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
ITEM 16I. INSIDER TRADING POLICIES
We have
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We have developed the following processes as part of our strategy for assessing, identifying, and managing material risks from cybersecurity threats.
Recognizing the complexity and evolving nature of cybersecurity threats, we plan to engage external experts, including consultants and auditors, in evaluating and testing our risk management systems. These services will enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third-parties is expected to include annual audits, ongoing threat assessments, and regular consultations on security enhancements.
Because we are aware of the risks associated
with third-party service providers, we implement processes to oversee and manage these risks. We conduct thorough security assessments
of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.
This approach is designed to mitigate risks related to data breaches or other security incidents originating from
We have
Risk Governance
We are committed to appropriate cybersecurity
governance and oversight.
52
PART III
ITEM 17. FINANCIAL STATEMENTS
The Company has elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included as the “F” pages attached to this annual report. All consolidated financial statements in this annual report, unless otherwise stated, are presented in accordance with U.S. GAAP.
ITEM 19. EXHIBITS
| * | Filed herewith | |
| ** | Furnished herewith | |
| † | Executive compensation plan or arrangement |
53
FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and Board of Directors of WF Holding Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of WF Holding Limited and subsidiaries (collectively referred to as the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operation and comprehensive (loss) income, changes in shareholders’ equity and cash flows, for each of the three years in the period ended December 31, 2025 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 positions of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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 audits 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.
/s/
We have served as the Company’s auditor since 2023.
April 30, 2026
F-2
WF HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Other receivables, deposits and prepayments | ||||||||
| Prepaid taxes | ||||||||
| Deferred offering costs | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Land use right | ||||||||
| Right of use assets – operating lease | ||||||||
| Deferred tax assets | ||||||||
| Investment in equity investees | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Accrued expenses and other payables | ||||||||
| Amount due to related parties | ||||||||
| Operating lease liabilities – current | ||||||||
| Finance lease liabilities - current | ||||||||
| Borrowings – current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Amount due to equity investees | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Finance lease liabilities - non-current | ||||||||
| Borrowings – non-current | ||||||||
| Deferred revenue | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, par value US$ | ||||||||
| Additional paid-in capital | ||||||||
| (Accumulated deficit) Retained earnings | ( | ) | ||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total WF Holding Limited shareholders’ equity | ||||||||
| Non-controlling interests | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes form an integral part of the consolidated financial statements.
F-3
WF HOLDING LIMITED
CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE (LOSS) INCOME
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of sales | ||||||||||||
| Gross profit | ||||||||||||
| Administrative expenses | ||||||||||||
| (Loss) income from operations | ( | ) | ||||||||||
| Other (expense) income: | ||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Impairment of investments | ( | ) | ||||||||||
| Share of loss of equity investees | ( | ) | ||||||||||
| Total other (expense) income | ( | ) | ||||||||||
| Net (loss) income before income tax expense | ( | ) | ||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| Less net income attributable to non-controlling interests | ||||||||||||
| Net (loss) income attributable to ordinary shareholders | $ | ( | ) | $ | $ | |||||||
| Other comprehensive income (loss) | ||||||||||||
| Foreign currency translation gain (loss) | ( | ) | ||||||||||
| Total comprehensive (loss) income | $ | ( | ) | $ | $ | |||||||
| Less comprehensive income attributable to non-controlling interests | ||||||||||||
| Total comprehensive (loss) income attributable to ordinary shareholders | ( | ) | $ | |||||||||
| (Loss) Earnings per share – basic and diluted* | $ | ( | ) | $ | $ | |||||||
| Weighted average number of shares outstanding – basic and diluted* | ||||||||||||
| * | Retrospectively restated for the effect of the reverse share split on April 13, 2026. |
The accompanying notes form an integral part of the consolidated financial statements.
F-4
WF HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Ordinary Shares* | Additional Paid-in | Retained Earnings (Accumulated | Accumulated Other Comprehensive | WF Holding Shareholders’ | Non- controlling | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income (Loss) | Equity | Interests | Total | |||||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | $ | ( | ) | $ | | $ | $ | ||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Issuance of ordinary shares in initial public offering | ||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Acquisition of subsidiaries | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| * |
The accompanying notes form an integral part of the consolidated financial statements.
F-5
WF HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization on land use right | ||||||||||||
| Gain on disposal of property and equipment | ( | ) | ||||||||||
| Property and equipment written off | ||||||||||||
| Allowance for credit losses | ||||||||||||
| Impairment of goodwill | ||||||||||||
| Impairment of equity investees | ||||||||||||
| Deferred tax | ( | ) | ( | ) | ||||||||
| Share of results of equity investees | ||||||||||||
| Inventory write-downs | ||||||||||||
| Amortization of rights of use assets | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Other receivables, deposits and prepayments | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Accrued expenses and other payables | ||||||||||||
| Deferred revenue | ( | ) | ||||||||||
| Operating lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Inventories | ( | ) | ||||||||||
| Related parties | ( | ) | ||||||||||
| Taxes payable | ( | ) | ( | ) | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from disposal of property and equipment | ||||||||||||
| Acquisition of equity investees | ( | ) | ||||||||||
| Assets acquisitions | ( | ) | ||||||||||
Acquisition of subsidiaries, net of cash acquired | ( | ) | ||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Payment of offering costs | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from initial public offering | ||||||||||||
| Repayment of borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Repayment of finance lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||
| Effects of foreign exchange rate on cash and cash equivalents and restricted cash | ( | ) | ||||||||||
| Net increase in cash and cash equivalents and restricted cash | ||||||||||||
| Cash and cash equivalents and restricted cash at beginning of year | ||||||||||||
| Cash and cash equivalents and restricted cash at end of year | $ | $ | $ | |||||||||
| Total cash and cash equivalents and restricted cash shown in the statements of cash flows | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Restricted cash | ||||||||||||
| $ | $ | $ | ||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Interest paid | $ | $ | $ | |||||||||
| Income taxes paid | $ | $ | $ | |||||||||
The accompanying notes form an integral part of the consolidated financial statements.
F-6
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General Information and Reorganization Transactions
WF Holding Limited (“WF Holding”)
was incorporated as a Cayman Islands exempted company on
Upon incorporation on March 7, 2023, the Company
issued
On June 21, 2023, WF Holding and Win-Fung completed
a corporate reorganization pursuant to a share sale and purchase agreement that WF Holding entered into with Win-Fung and its shareholders
on May 23, 2023 (the “Reorganization”). Pursuant to the Reorganization, WF Holding acquired all of the issued and outstanding
equity interests of Win-Fung in exchange for which it issued
Win-Fung is a manufacturer of fiberglass reinforced plastic products based in Malaysia. Its products range from tanks, pipes, ducts, gratings and other custom-made fiberglass reinforced plastic products and are sold to various industries, including, among others, chemical processing, water and wastewater treatment, and power generation.
Reorganization
The Reorganization has been accounted for as a recapitalization among entities under common control since the same controlling shareholder, Chee Hoong Lew, controlled WF Holding and Win-Fung before and after the Reorganization in accordance with ASC805-50-45-5. The consolidation of WF Holding and Win-Fung has been accounted for at historical cost and prepared on the basis as if the aforementioned transaction had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transaction.
Share Splits and Share Surrender
On September 5, 2024, WF Holding effected a
On April 13, 2026, WF Holding effected a
All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the foregoing share splits and share surrender.
Acquisitions
On February 25, 2025, WF Holding incorporated WF Venture Ltd. (“WF Venture”) as a wholly owned subsidiary in the British Virgin Islands as part of its strategy to expand its investment and operating activities. During the year ended December 31, 2025, WF Venture completed a series of acquisitions and investments to establish and expand its business operations in Hong Kong SAR and Malaysia.
On May 15, 2025, WF Venture completed the acquisition
of
F-7
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On July 5, 2025, WF Venture acquired a
On July 8, 2025, WF Venture acquired a
These transactions are described in further detail in Note 3 (Business Combinations and Asset Acquisitions) and Note 4 (Investment in Equity Investees).
2. Significant Accounting Policies
(a) Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”).
(b) Principles of Consolidation
The consolidated financial statements include the accounts of WF Holding, Win-Fung, WF Venture, GKI and RBSB (together, the “Company”). All inter-company balances and transactions have been eliminated in the consolidation.
The Company accounts for investments in entities over which it has significant influence, but does not own a majority equity interest or otherwise control, such as Carlico and RGSB, using the equity method of accounting in accordance with ASC Topic 323 – Investments - Equity Method and Joint Ventures. Under the equity method, the Company recognizes its proportionate share of the investee’s net income or loss in the consolidated statements of operations, and adjusts the carrying amount of the investment accordingly.
(c) Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, shareholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements.
On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for credit loss, useful lives and impairment for property and equipment, impairment of goodwill, impairment of equity investees, allowance for inventory obsolescence, warranties, accruals for potential liabilities and contingencies and income taxes, which includes the determination of the valuation allowance for deferred tax assets (if any). Actual results could vary from the estimates and assumptions that were used.
(d) Cash and Cash Equivalents, and Restricted Cash
The Company considers petty cash on hand, and cash held in banks and deposits which are highly liquid and are unrestricted as to withdrawal or use to be cash and cash equivalents.
The restricted cash balance of and $
The Company maintains cash balances and deposits
may exceed insured limits protected by a government authority, the Malaysia Deposit Insurance Corporation (“MDIC”). The eligible
bank deposits, denominated in MYR or foreign currencies, are protected up to MYR
F-8
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(e) Accounts Receivables and Allowance for Credit Losses
Accounts receivable are recorded at the sales
price of products sold to customers on trade credit terms less an allowance for credit loss on such receivables. The allowance for credit
loss is estimated based on the Company’s assessment of various factors including historical experience, the age of the accounts
receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors
that may affect the Company’s customers’ ability to pay. The Company writes off accounts receivable against the allowance
for credit loss when a balance is determined to be uncollectible. As of December 31, 2025 and 2024, allowance for credit loss of $
(f) Inventories
Inventories include costs of materials, labor
and manufacturing overhead cost. Inventories are valued at the lower of cost or an estimated net realizable value. The inventories cost
is determined on the basis of the first-in, first-out methods. Allowances are recorded for slow-moving, obsolete or unusable inventories.
The Company assesses inventories for estimated obsolescence or unmarketable products and writes down the difference between the cost
of the inventories and the estimated net realizable values based upon assumptions about future sales and supplies on-hand. For the years
ended December 31, 2025, 2024 and 2023, the Company recognized inventory write-downs of $
(g) Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets as follows:
| Category | Estimated useful lives | |
| Building | ||
| Computers and software | ||
| Furniture and fittings | ||
| Machinery and equipment | ||
| Motor vehicles | ||
| Office equipment | ||
| Leasehold improvements |
Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred.
Management periodically assesses the estimated useful lives over which assets are depreciation or amortized. If the analysis warrants a change in the estimated useful lives of property and equipment, management will reduce the estimated lives and depreciate, or amortize the carrying value prospectively over the shorter remaining useful lives.
(h) Land Use Right
Land use right is recorded at cost less accumulated amortization. Amortization
is provided on a straight-line basis over the estimated term of the land use right. The Company has land use rights to
F-9
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(i) Impairment of Long-lived Assets
The Company evaluates the long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Based on the Company’s assessments, impairment losses were recorded for the years ended December 31, 2025, 2024 and 2023.
(j) Business Combinations
When the Company applies the acquisition method of accounting, the deemed purchase price is allocated to identifiable assets acquired and liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price utilizes significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. Independent third-party appraisal firms are typically engaged in order to assist in the estimation process. The significant estimates and assumptions include, but are not limited to, the timing and amount of revenue and future cash flows, the discount rate reflecting the risk inherent in future cash flows and the perpetual growth rate used to calculate the terminal value.
Due to the inherent uncertainties involved in making the estimates and assumptions, the purchase price for acquisitions could be valued and allocated to the acquired assets and liabilities differently. Actual results may differ, or unanticipated events and circumstances may affect such estimates, which could require the Company to record an impairment of an acquired asset, including goodwill, or increase in the amounts recorded for an assumed liability.
(k) Asset Acquisitions
The Company evaluates whether an acquisition should be accounted for as a business combination or an asset acquisition by first applying a screening test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If the screening test is not met, the Company evaluates whether the acquired set of activities and assets includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Acquisitions that do not meet the definition of a business under ASC 805 are accounted for as asset acquisitions.
In an asset acquisition, the total cost of the acquisition, which includes the consideration paid plus direct transaction costs and the fair value of liabilities assumed, is allocated to the individual assets acquired based on their relative fair values. Unlike a business combination, no goodwill is recognized in an asset acquisition; instead, any premium paid over the fair value of the net identifiable assets is allocated to the cost basis of the primary assets acquired. Furthermore, direct transaction costs such as legal, accounting, and appraisal fees are capitalized as part of the initial cost of the assets acquired rather than being expensed as incurred.
(l) Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment issued by the Financial Accounting Standards Board (“FASB”), the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the fair value of the reporting unit and its carrying amount will be recorded.
F-10
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Application of a goodwill impairment test requires
significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units,
assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value
of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes
in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. For the years ended
December 31, 2025, 2024 and 2023, the Company recognized goodwill impairment of $
(m) Impairment Assessment of Investment in Equity Investees
Investment in equity investees represents the Company’s investments in privately held companies. The Company applies the equity method of accounting to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control according to ASC Topic 323, Investment—Equity Method and Joint Ventures.
Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the consolidated statements of operations and comprehensive income/(loss) and its share of post-acquisition movements of accumulated other comprehensive income/(loss) are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. The Company records its share of the results from equity investments in privately held companies twice a year, aligned with the Company’s half-yearly reporting cycle. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When the Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee, or the Company holds other investments in the equity investee.
The Company continually reviews its investments in equity investees under the equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors that the Company considers in its determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value.
The Company’s equity investments without
readily determinable fair values, which do not qualify for net asset value practical expedient and over which the Company does not have
the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for
under the measurement alternative. The Company makes assessments of whether an investment is impaired based on performance and financial
position of the investee as well as other evidence of market value at each reporting date. Such assessments include, but are not limited
to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. When indicators
of impairment exist, the Company also prepares quantitative measurements of the fair value of its equity investments using the market
approach, income approach or cost approach, if applicable, with observable or unobservable inputs and assumptions. Changes in inputs
and assumptions might materially affect the determination of fair value of the Company’s equity investments. The Company recognizes
an impairment loss equal to the difference between the carrying value and fair value in others, net in the consolidated statements of
operations and comprehensive income/(loss) if there is any. Based on the Company’s assessments, the Company recognized an impairment
loss of $
(n) Warranty
The Company provides warranty periods ranging
from
F-11
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(o) Fair Value Measurements
The Company measures and discloses certain financial assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
| ● | Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| ● | Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. |
| ● | Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. |
The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities, bank borrowings and lease liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
The Company’s non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired. Management applies fair value measurement guidance to its impairment analysis for tangible assets.
(p) Revenue Recognition
The Company follows the guidelines of ASC 606 for revenue recognition. According to ASC 606, revenue is recognized when control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. The timing of revenue recognition, whether at a point in time or over time, is determined by when control of the goods and services is transferred to the customer.
Manufacturing and Selling Fiberglass Products
The Company is principally engaged in manufacturing and selling fiberglass products. Revenue is recognized as the customer obtains control of the goods as outlined in the agreed-upon contract (i.e., performance obligations) with certain specifications and requirements for the products. The Company recognizes revenue at the point in time in which the performance obligation is fully satisfied by transferring control of the promised goods to the customer, which, in this case, occurs upon the delivery of goods to the customer.
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation.
The Company also provides installation services after delivery of products and maintenance services either separately or together with selling of products. The Company determines that installation and maintenance services are distinct from the manufacturing and selling of products as the customer can benefit from these services independently of the products and the customer has the option to engage third-party contractors for these services. The Company determines the selling prices for installation and maintenance service to allocate the transaction price appropriately. Revenues from installation and maintenance services are recognized at the point in time when the services are completed and the customer can benefit from the results of the services. The Company recognizes revenue from installation and maintenance services upon completion of the services, as this is when control transfers to the customer. Upon completion of installation and maintenance services, the Company issues billing to the customer. Revenue is recognized at the point in time when the services are completed, as the Company has an enforceable right to payment for the performance completed.
For certain contracts, the Company provides warranties
ranging from
F-12
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The warranties provided by the Company not only provide the customer with assurance that the product will function and comply with agreed-upon specifications but also include services-typed warranties in addition to the assurance, such as providing remedy work at the customer’s site. The Company recognizes that the promised warranty service is a separate performance obligation in accordance with ASC 606-10-55-33. As the warranty is a distinct performance obligation, the Company allocates a percentage of the contract price to warranty service income, based on the agreed contract terms with the customer. The warranty service income is recognized as deferred revenue, indicating that the service has been promised to the customer but has not yet been fulfilled. Subsequently, the deferred revenue is recognized in the income statement over the warranty coverage period.
For downpayments collected from customers upon inception of the contract and scheduled payments received before the Company satisfies its performance obligation (e.g., delivery of the product), the Company records these amounts as deferred revenue on the basis that the Company has an unconditional right to receive consideration, as outlined in the contract terms in accordance with ASC 606-10-45-2.
Deferred revenue is a contract liability that the Company is obligated to deliver the product to the customer for which the Company has received consideration or unconditional right to receive consideration from the customer. When the Company satisfies its performance obligation, which is upon the delivery of the product to the customer, the deferred revenue is recognized to the income statement.
Total deferred revenue recognized as revenue during the years ended
December 31, 2025, 2024 and 2023 was $
The deferred revenue balance is expected to be recognized to income statement as follows:
| Deferred Revenue | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total deferred revenue | $ | |||
The Company also provides technical services and transportation arrangements to customers, and the revenue is recognized upon services provided.
Food and Beverage Operations
Revenue from food and beverage operations is derived primarily from dine-in and takeaway sales. Revenue is recognized at a point in time when food and beverages are served to customers or collected by customers for takeaway.
The food and beverage operations were acquired during the period and are not material to the Company’s consolidated financial statements.
Customers typically pay at the point of sale for food and beverage transactions; accordingly, the Company does not have significant receivables or contract liabilities related to these operations.
F-13
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In accordance with ASC 280-10-50-40, disaggregated revenues by each product and service or each similar products and services type which were recognized based on the nature of performance obligation disclosed above was as follows:
| Year Ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Amount | Percentage of Total Revenue | Amount | Percentage of Total Revenue |
Amount | Percentage of Total Revenue | |||||||||||||||||||
| Product sales | $ | % | $ | % | $ | % | ||||||||||||||||||
| Installation and maintenance service | % | % | % | |||||||||||||||||||||
| Warranty income | % | % | % | |||||||||||||||||||||
| Technical service | % | % | % | |||||||||||||||||||||
| Transport income | % | % | % | |||||||||||||||||||||
| Food and beverages | % | |||||||||||||||||||||||
| Total | $ | % | $ | % | $ | % | ||||||||||||||||||
Revenues classified by geographical areas in which the customers were located as follows:
| Year Ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Amount | Percentage of Total Revenue | Amount | Percentage of Total Revenue |
Amount | Percentage of Total Revenue | |||||||||||||||||||
| Malaysia | $ | % | $ | % | $ | % | ||||||||||||||||||
| Singapore | % | % | % | |||||||||||||||||||||
| Australia | % | % | % | |||||||||||||||||||||
| China | % | |||||||||||||||||||||||
| United States | ||||||||||||||||||||||||
| South Asia region | % | % | ||||||||||||||||||||||
| Total | $ | % | $ | % | $ | % | ||||||||||||||||||
(q) Cost of Sales
The cost of sales includes material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are sand paper, PVC, resin and other materials and facilities costs, such as rent, depreciation and utilities, related to the production and installation of the Company’s products. For the food and beverage operations, cost of sales primarily consists of the cost of food ingredients and beverages.
(r) Leases
The Company determines if an arrangement is a lease at inception. Determining whether a contract contains a lease includes judgments regarding whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.
The Company accounts for leases in accordance with ASC Topic 842, Leases, for the Company’s lease-related assets and liabilities based on their classification as operating leases or finance leases. For all arrangements as a lessee, the Company has elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. The Company measures lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount the Company believes is probable that it will pay the lessor under residual value guarantees when applicable. The Company discounts lease payments based on the Company’s estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. The Company has elected to exclude short term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and liabilities.
F-14
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(s) Income Taxes
Income taxes include all domestic tax on taxable profit and are determined according to the tax laws of the jurisdictions in which the Company operates. Income taxes are accounted for under the asset and liability method in accordance with ASC 740. 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 and operating loss, capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Deferred income taxes are recorded net of a valuation allowance when it is more likely than not that all or a portion of a deferred tax assets will not be realized. In making such determination, the Company considers all available evidence, including projection of future taxable income, tax planning strategies, and recent results of operations.
Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position would be sustained on its technical merits. For positions not meeting the “more likely than not” test, no tax benefit is recognized. To the extent interest and penalties may be assessed related to unrecognized tax benefit, the Company records accruals for such amounts as a component of the income tax provision. The Company had unrecognized tax benefits as of December 31, 2025 and 2024.
ASC 740-10-25 prescribes a more-likely-than-not
threshold for financial statements recognition and measurement of a tax position taken (or expected to be taken) in a tax return. The
Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized
income tax positions are measured at the largest amount that is greater than a
(t) Commitments and Contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
(u) Earnings (Loss) Per Share
Earnings (loss) per share is calculated in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share is computed in accordance with the treasury stock method and based on the weighted average number of shares plus dilutive share equivalents. Dilutive share equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. The Company has no dilutive share equivalents.
(v) Foreign Currency Translation and Transactions
The Company’s principal country of operations is Malaysia. The financial position and results of its operations are determined using Ringgit Malaysia (“MYR”), the local currency, as the functional currency. Certain subsidiaries operate in foreign jurisdictions and use the local currency as their functional currency, including Hong Kong Dollar (“HKD”). The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”).
F-15
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated statements of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in the consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the consolidated statements of comprehensive income.
The value of the US$ may fluctuate against MYR
and HKD. Any significant variations of the US$ relative to the MYR and HKD may materially affect the Company’s financial condition
in terms of reporting in US$.
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| US$ to MYR Year End Rate | ||||||||||||
| US$ to MYR Average Rate | ||||||||||||
| US$ to HKD Year End Rate | ||||||||||||
| US$ to HKD Average Rate | ||||||||||||
(w) Segment Reporting
The Company applies the management approach to determine its reportable operating segments, which considers the internal organization and reporting used by the Chief Operating Decision Maker (“CODM”) for decision-making, resource allocation, and performance assessment.
Based on management’s assessment, the CODM reviews the Company’s consolidated results of operations and does not evaluate performance on a discrete basis by product line or business unit. Accordingly, the Company has determined that it operates as a operating and reportable segment in accordance with ASC 280.
The Company’s food and beverage operations represent an immaterial component of its overall business.
(x) Concentration of Major Customers and Risks
Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. The Company monitors concentration of credit risk associated with these receivables on an ongoing basis.
The Company performs credit checks for significant
new customers and generally requires deposits for significant contracts.
| % of Consolidated trade receivables as of December 31, | % of Consolidated revenues for the year ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Customer A | % | % | % | % | ||||||||||||
| Customer B | % | |||||||||||||||
| Customer C | % | % | % | |||||||||||||
| Customer D | % | % | ||||||||||||||
| * |
F-16
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of accounts receivable and other receivable (excluding prepayments) and cash and bank balances presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
Foreign Currency Risk
The Company’s business transactions, assets, and liabilities are principally denominated in the functional currency of the respective entities, which, in most cases, is the Malaysian Ringgit. The Company is exposed to foreign currency risk arising from sales and purchases denominated in currencies other than the functional currency. In addition, the Company maintains bank balances in foreign currencies for working capital purposes. The currency that primarily gives rise to this exposure is the U.S. Dollar.
Fluctuations in the exchange rates between the various currencies used by the Company may lead to higher expenses and lower revenue, potentially impacting the Company’s financial performance.
(y) Related Parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of their immediate families and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
(z) Recently Adopted Accounting Pronouncement
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09 applies to all entities subject to income taxes. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company adopted ASU 2023-09 on January 1, 2025, and applied the amendments retrospectively to all prior periods presented in these consolidated financial statements. Refer to Note 16 (Income Taxes).
(aa) Recent Accounting Pronouncements
The Company has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on the Company’s consolidated financial statements.
F-17
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provide all entities with a practical expedient and entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
The Company reviews new accounting standards as issued but not yet effective. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
3. Business Combinations and Asset Acquisitions
Acquisition of GKI and Carlico
On May 15, 2025, WF Venture completed the acquisition
of
Through this acquisition, the Company indirectly
acquired approximately
Management evaluated the transaction under the framework of ASC 805, Business Combinations, and concluded that the acquisition should be accounted for as an asset acquisition. This determination was based on the application of the “screening test,” which indicated that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset—the investment in Carlico. Furthermore, GKI did not meet the definition of a business as it lacked substantive processes and an organized workforce.
In accordance with the accounting for asset acquisitions in accordance with ASC 805-50, Asset Acquisitions, the Company allocated the total cost of the acquisition, comprising the cash consideration and liabilities assumed, to the assets acquired on a relative fair value basis. No goodwill was recognized in connection with this transaction; instead, the purchase premium was capitalized into the initial cost basis of the investment in Carlico.
F-18
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the acquisition date:
| Amounts | ||||
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Investment in equity investee | ||||
| Total identifiable assets acquired | ||||
| Liabilities | ||||
| Other payable | ( | ) | ||
| Amount due to equity investee | ( | ) | ||
| Amounts due to related parties | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net Assets Acquired | $ | |||
Acquisition of RBSB
On July 5, 2025, WF Venture acquired a
The acquisition has been accounted for as a business
combination in accordance with ASC 805, Business Combinations. Accordingly, the Company consolidates the financial results of RBSB from
the acquisition date and recognizes a non-controlling interest representing the
The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date:
| Amounts | ||||
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Inventories | ||||
| Other receivables, deposits and prepayment | ||||
| Prepaid tax | ||||
| Property and equipment | ||||
| Total identifiable assets acquired | ||||
| Liabilities | ||||
| Accounts payable | ( | ) | ||
| Other payable | ( | ) | ||
| Amounts due to related parties | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net identifiable liabilities assumed | $ | ( | ) | |
| Reconciliation to goodwill | ||||
| Consideration transferred | ||||
| Fair value of non-controlling interest | ( | ) | ||
| Less: Net identifiable liabilities assumed | ( | ) | ||
| Goodwill | $ | |||
The fair value of the identifiable assets acquired and liabilities assumed approximate their carrying amounts at the acquisition date due to their short-term nature or because they are stated at amounts that approximate fair value.
F-19
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The goodwill of $
For the period from July 5, 2025 to December
31, 2025, RBSB contributed $
4. Investment in Equity Investees
The Company’s equity method investments consist of investments in Carlico and RGSB.
On May 15, 2025, the Company indirectly acquired
approximately
On July 8, 2025, the Company indirectly acquired
a
The Company accounts for its investments in Carlico and RGSB under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures, as the Company has the ability to exercise significant influence over these investees but does not control them. The investments are initially recorded at cost and subsequently adjusted for (i) the Company’s share of the investees’ net income or loss and other comprehensive income, if any, and (ii) distributions received, which reduce the carrying amount of the investments.
As of December 31, 2025, the carrying amounts of the Company’s equity method investments were as follows:
| Amounts | ||||
| Carlico | $ | |||
| RGSB | ||||
| $ | ||||
For the year ended December 31, 2025, the Company recognized the following share of results from its equity method investments:
| Amounts | ||||
| Carlico | $ | |||
| RGSB | ( | ) | ||
| $ | ( | ) | ||
The share of results is included in “share of results of equity investees” in the consolidated statement of operations.
The Company evaluates its equity method investments for impairment in accordance with ASC 323 whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.
As of December 31, 2025, the Company assessed
its investment in Carlico and RGSB for impairment and recognized impairment losses of $
5. Accounts Receivable
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable from third parties | $ | $ | ||||||
| Accounts receivable from related parties | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| $ | $ | |||||||
F-20
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The balance includes receivables totaling $
6. Inventories
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
During the year ended December 31, 2025, the
Company recognized inventory write-downs of $
7. Other Receivables, Deposits and Prepayments
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deposits | $ | $ | ||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Other receivables from related parties | ||||||||
| Less: Allowance for credit losses | ||||||||
| $ | $ | |||||||
The deposits mainly related to deposits for utilities and leases, and deposits to levy for application of foreign workers.
8. Property and Equipment, Net
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Building | $ | $ | ||||||
| Computers and software | ||||||||
| Furniture and fittings | ||||||||
| Machinery and equipment | ||||||||
| Motor vehicles | ||||||||
| Office equipment | ||||||||
| Leasehold improvements | ||||||||
| Total property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation included in:
| At December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cost of sales | $ | $ | $ | |||||||||
| Administrative expenses | ||||||||||||
| $ | $ | $ | ||||||||||
As of December 31, 2025 and 2024, property and
equipment include finance lease right-of-use assets related to motor vehicles and machinery and equipment amounting to $
F-21
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Land Use Right
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Land use right | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Land use right, net | $ | $ | ||||||
Amortization expense for the following years is as follows:
| Amortization Expense | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total amortization expense | $ | |||
| 10. | Goodwill |
The changes in the carrying amount of goodwill for the year ended December 31, 2025 are as follows:
| Balance as of January 1, 2025 | $ | |||
| Increase due to acquisition of RBSB | ||||
| Impairment loss | ( | ) | ||
| Balance as of December 31, 2025 | $ |
11. Deferred Offering Costs
The Company complies with the requirement of
the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly
related to the Company’s initial public offering. It was subsequently charged against the gross proceeds from the Company’s
initial public offering completed on March 27, 2025 as a reduction of share capital. The Company capitalized $
12. Accrued Expenses and Other Payables
Accrued expenses and other payables mainly represent accrued payroll related expenses, other operating expenses and sales tax payable.
13. Leases
Operating Lease Liabilities
As of December 31, 2025, the Company has operating lease agreements
for its hostel and office equipment with remaining lease terms of
F-22
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information pertaining to right of use assets is summarized as follows:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Hostel and office equipment | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Right of use assets, net | $ | $ | ||||||
The Company recognized the following total lease cost related to the Company’s lease arrangements:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Operating lease cost: | ||||||||||||
| Operating lease | $ | $ | $ | |||||||||
| Expenses relating to short-term leases | ||||||||||||
| Total lease cost | $ | $ | $ | |||||||||
As of December 31, 2025, the present value of the net minimum lease payments are as follows:
Future Minimum Lease Payments |
Operating Leases |
|||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total remaining lease payments (undiscounted) | ||||
| Less imputed interest | ( |
) | ||
| Present value of lease liabilities | $ | |||
Other information related to leases for the years ended December 31, 2025, 2024 and 2023:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Weighted-average remaining lease term - operating leases | ||||||||||||
| Weighted-average discount rate - operating leases | % | % | % | |||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | $ | $ | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities – operating cash flow from operating leases | $ | $ | $ | |||||||||
Finance Lease Liabilities
The Company acquired motor vehicles under a hire
purchase financing arrangement for a total of $
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Finance lease liabilities | $ | $ | ||||||
| Less Finance lease liabilities – current | ( | ) | ( | ) | ||||
| Finance lease liabilities – non-current | $ | $ | ||||||
F-23
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025, the net minimum lease payments are as follows:
|
Year Ended December 31, |
Leases Payment |
|||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Less imputed interest | ( |
) | ||
| Finance lease liabilities | $ | |||
| Finance lease liabilities – current | $ | |||
| Finance lease liabilities – non-current | $ | |||
14. Borrowings
The borrowings consisted of the following:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Term loan I | $ | $ | ||||||
| Term loan II | ||||||||
| Less borrowings – current | ( | ) | ( | ) | ||||
| Borrowings – non-current | $ | $ | ||||||
Term Loans
On July 23, 2020, the Company entered into a
term loan agreement with a bank institution for a total facility of $
On August 17, 2020, the Company entered into
a term loan agreement with a bank institution for a total facility of $
The annual maturities of the principal amount of both term loans as of December 31, 2025 are as follows:
| Annual Maturities | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
Total | $ | |||
F-24
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Shareholders’ Equity
The Company is authorized to issue
Upon incorporation on March 7, 2023, the Company
issued
On June 21, 2023, the Company issued an aggregate
of
On March 26, 2025, the Company entered into an
underwriting agreement with Dominari Securities LLC, as representative of the underwriters named on Schedule 1 thereto, relating to the
Company’s initial public offering of ordinary shares. Under the underwriting agreement, the Company agreed to sell
On March 28, 2025, the closing of the initial
public offering was completed. The Company sold
On April 13, 2026, WF Holding effected a
After the share consolidation, as
of December 31, 2025 and 2024, there were
16. Income Taxes
The Company and its subsidiaries are subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled.
Cayman Islands
WF Holding is domiciled in the Cayman Islands and currently enjoys permanent income tax holidays; and accordingly, WF Holding is not subject to any income tax.
British Virgin Islands
Under the current tax laws of the British Virgin Islands, WF Venture is not subject to tax on income or capital gains.
Malaysia
For Win-Fung and RBSB, the income tax is calculated
at
Hong Kong
GKI is subject to a Hong Kong profits tax of
The components of profit (loss) before income tax expense are summarized as follows:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Domestic (Cayman Islands) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Foreign (Malaysia) | ||||||||||||
| Foreign (Hong Kong) | ( | ) | ||||||||||
| Foreign (BVI) | ( | ) | ||||||||||
| Total | $ | ( | ) | $ | $ | |||||||
F-25
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The provision for income taxes consisted of the following:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Current income tax expenses | ||||||||||||
| Domestic (Cayman Islands) | $ | $ | $ | |||||||||
| Foreign (Malaysia) | ||||||||||||
| Foreign (Hong Kong) | ||||||||||||
| Foreign (BVI) | ||||||||||||
| Total current income tax expense | $ | $ | ||||||||||
| Deferred income tax benefits | ||||||||||||
| Domestic (Cayman Islands) | ||||||||||||
| Foreign (Malaysia) | ( | ) | ( | ) | ||||||||
| Foreign (Hong Kong) | ||||||||||||
| Foreign (BVI) | ||||||||||||
| Total deferred income tax benefits | ( | ) | ( | ) | ||||||||
| Total income tax expense | $ | $ | $ | |||||||||
The following table presents income taxes paid, net of refunds, disaggregated by jurisdiction:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Income taxes paid, net of refunds | ||||||||||||
| Domestic (Cayman Islands) | $ | $ | $ | |||||||||
| Foreign (Malaysia) | ||||||||||||
| Foreign (Hong Kong) | ||||||||||||
| Foreign (BVI) | ||||||||||||
| Total | $ | $ | $ | |||||||||
Below is a reconciliation of the statutory tax rate to the effective tax rate after the adoption of ASU 2023-09:
| Years Ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Amount | Effective Tax Rate | Amount | Effective Tax Rate | Amount | Effective Tax Rate | |||||||||||||||||||
| (Loss) income before income tax expense | $ | ( | ) | $ | $ | |||||||||||||||||||
| Tax effect at the Malaysia corporate tax rates of 24% | ( | ) | % | % | % | |||||||||||||||||||
| Tax effect of preferential tax rate | ( | ) | ( | )% | ||||||||||||||||||||
| Non-deductible expenditure | ( | )% | % | % | ||||||||||||||||||||
| Income not subject to tax | ( | ) | % | ( | ) | ( | )% | ( | ) | ( | )% | |||||||||||||
| Double tax deduction/ tax incentives | ( | ) | % | ( | ) | ( | )% | ( | ) | ( | )% | |||||||||||||
| Over provision in prior years | ( | ) | % | ( | ) | ( | )% | |||||||||||||||||
| Total income tax expense | $ | ( | )% | $ | % | $ | % | |||||||||||||||||
The over provision of $
F-26
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income tax results from temporary differences
in the recognition of income and expenses for financial reporting purposes and for tax purposes.
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Allowance for credit losses | $ | ( | ) | $ | ( | ) | ||
| Accelerated tax depreciation | ||||||||
| $ | ( | ) | $ | ( | ) | |||
17. Commitments and Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2025 and through the issuance date of these consolidated financial statements.
The Company is currently involved in civil proceedings against two
former customers for the recovery of outstanding receivables totaling $
18. Related Party Transactions and Balances
The table below sets forth the major related parties and their relationship with the Company as of December 31, 2025:
| Name of related parties | Relationship with the Company | |
| Chee Hoong Lew (“Mr. Lew”) | ||
| Yew Chean Lim (“Ms. Lim”) | ||
| Wai Boon Law (“Ms. Law”) | ||
| Chung Kin Loo (“Mr. Loo”) | ||
| Flakeshield Sdn Bhd (“Flakeshield”) | ||
| Acmos (M) Sdn Bhd (“Acmos”) | ||
| Win Fung Prop Sdn Bhd (“WFP”) | ||
| Eco Consult (M) Sdn Bhd (“ECO”) | ||
| Kirby Swim Equip Pty Ltd (“Kirby Australia”) | ||
| Kirby Swim Equipment Pte Ltd (“Kirby Singapore”) | ||
| One Fatboyz Limited (“OFL”) | ||
| Snow Bear Capital Limited (“SBCL”) | ||
| Carlico* | ||
| RGSB* |
| * |
During the years ended December 31, 2025, 2024 and 2023, related party transactions consist of the following:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Sales to Flakeshield | $ | $ | $ | |||||||||
| Sales to Acmos | ||||||||||||
| Sales to ECO | ||||||||||||
| Sales to Kirby Singapore | ||||||||||||
| Purchase from Flakeshield | ||||||||||||
| Purchase from Acmos | ||||||||||||
| Rental income from Flakeshield | ||||||||||||
| Rental expenses to WFP | ||||||||||||
| Rental expenses to Mr. Lew | ||||||||||||
| Consultancy expenses to OFL | ||||||||||||
| Consultancy expenses to SBCL | ||||||||||||
| Advances from OFL | ||||||||||||
| Advances from SBCL | ||||||||||||
| Advances from Kirby Australia | ||||||||||||
| Purchase consideration to Ms. Lim for acquisition of GKI | ||||||||||||
| Purchase consideration to Mr. Lew for acquisition of RBSB | ||||||||||||
| Purchase consideration to Mr. Lew for acquisition of RGSB | ||||||||||||
F-27
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 and 2024, accounts receivable consisted of the following amount due from related parties:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Flakeshield | $ | $ | ||||||
| ECO | ||||||||
| Kirby Singapore | ||||||||
| Total | $ | $ | ||||||
As of December 31, 2025 and 2024, other receivable consisted of the following amount due from related parties:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Flakeshield | $ | $ | ||||||
| SBCL | ||||||||
| Total | $ | $ | ||||||
As of December 31, 2025 and 2024, accounts payable consisted of the following amount due to related parties:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Flakeshield | $ | $ | ||||||
| Acmos | ||||||||
| Total | $ | $ | ||||||
As of December 31, 2025 and 2024, other payable consisted of the following amount due to related parties:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Acmos | $ | $ | ||||||
| Kirby Australia | ||||||||
| Total | $ | $ | ||||||
F-28
WF HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 and 2024, due to related parties consists of the following:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Mr. Lew | $ | $ | ||||||
| Ms. Lim | ||||||||
| Ms. Law | ||||||||
| Mr. Loo | ||||||||
| Carlico | ||||||||
| OFL | ||||||||
| SBCL | ||||||||
| Total | $ | $ | ||||||
The transactions amount due to related parties are as of the following:
| At December 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning of the years January 1, | $ | $ | ||||||
| Advances | ||||||||
| Repayment | ( | ) | ( | ) | ||||
| Years ended December 31, | $ | $ | ||||||
The balances mainly represent operating expenses and corporate expenses paid on behalf of the Company. The amount due to related parties is non-trade, unsecured, non-interest bearing and is repayable on demand.
19. Subsequent Events
In accordance with the requirements of ASC Topic 855, the Company has evaluated all significant events that occurred subsequent to the consolidated balance sheet date and up to the approval of these consolidated financial statements. Except for the items disclosed below in these consolidated financial statements, there have been no other subsequent events that would require recognition or disclosure in the financial statements.
Subsequent to the reporting period, the Company became aware that RBSB,
a majority-owned subsidiary of the Company, ceased its business operations effective from January 15, 2026. The cessation was part of
an operational streamlining to improve group efficiency and reallocate resources to our higher-growth core business segments. In accordance
with ASC 360, the Company evaluated the recoverability of all assets attributable to RBSB. As of December 31, 2025, the Company completed
a formal settlement and de-recognition of all RBSB-related assets and liabilities. The Company recognized a net gain on settlement of
$
On April 13, 2026, WF Holding effected a
On April 28, 2026, the Company received a written
notification from Nasdaq indicating that the Company have regained compliance with the closing bid price requirement under Nasdaq Listing
Rule 5550(a)(2) since the closing bid price of its ordinary shares was at or above $
F-29
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
Date: April 30, 2026 |
WF HOLDING LIMITED | |
| /s/ Chee Hoong Lew | ||
| Name: | Chee Hoong Lew | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
54
Exhibit 1.2
WF Holding Limited
A company incorporated in the Cayman Islands with registered number 398367
(the “Company”)
Written Resolutions by the Board of Directors of the Company
March 23, 2026
| 1 | Disclosure of Interests |
| 1.1 | By signing these resolutions, each undersigned director of the Company (each a “Director” and together the “Directors”) confirms that he or she has properly and duly disclosed all of his or her interests as required to be disclosed to the board of directors of the Company (the “Board”) in relation to all matters being resolved herein pursuant to the amended and restated memorandum and articles of association of the Company and/or otherwise required by any applicable law. |
| 2 | Share Consolidation |
| 2.1 | IT IS NOTED THAT: |
| (a) | the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires that listed shares maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”) and the Company has until April 27, 2026 to regain compliance with the Bid Price Rule; |
| (b) | that at an Extraordinary General Meeting of Members of the Company held on March 23, 2026, the Company’s shareholders approved, among other things, an ordinary resolution authorizing the Board to implement one or more share consolidations of the Company’s issued and unissued ordinary shares of par value $0.00005 each within two (2) years at a ratio as the Board may determine from time to time in its absolute discretion; provided that the accumulative consolidation ratio for all such share consolidation(s) shall not be more than 1-for-250 (the “Shareholder Authorization”); | |
| (c) | the Shareholder Authorization further authorized the Board to settle as it considers expedient any difficulty which arises in relation to the share consolidation, including, without limitation, the treatment of fractional entitlements and the capitalization of reserves to round up any fractions; and |
| (d) | the Board has determined that it is advisable and in the best interests of the Company and its shareholders to implement a 1-for-5 share consolidation to regain the Company’s compliance with the Bid Price Rule. |
| 2.2 | IT IS RESOLVED THAT: |
| (a) | pursuant to and in accordance with the Shareholder Authorization, the Companies Act of the Cayman Islands, the Company’s Amended and Restated Memorandum and Articles of Association and applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), effective 12:01 a.m. (Eastern Time) on Monday, April 13, 2026, or as soon thereafter as practicable, each five (5) issued and unissued ordinary shares shall be combined into one (1) ordinary share of the Company (the “Share Consolidation”), without any further action by the holders of existing issued and outstanding ordinary shares; |
| (b) | as a result of such Share Consolidation the authorized share capital of the Company shall be amended from US$50,000 divided into 1,000,000,000 shares of par value US$0.00005 each to US$50,000 divided into 200,000,000 shares of a par value of US$0.00025 each; |
 | ||
www.verify.gov.ky File#: 398367 | Filed: 02-Apr-2026 12:09 EST Auth Code: G76106380964 |
| (c) | no fractional shares shall be issued in connection with the Share Consolidation and any fractional share that would otherwise be issued to a holder as a result of the Share Consolidation shall be rounded up to the nearest whole ordinary share; |
| (d) | as the Company may be required to issue additional new ordinary shares, par value US$0.00025 per share (the “New Shares”), to current holders of the Company’s issued and outstanding ordinary shares as a result of the rounding up of fractional shares described above, the Company be, and hereby is, authorized to apply amounts standing to the credit of the share premium account of the Company to issue such New Shares credited as fully paid due to such rounding; |
| (e) | VStock Transfer, LLC, transfer agent and registrar for the ordinary shares and the person who maintains the Company’s register of members (the “Register of Members”), be and hereby is authorized to update the Register of Members to the extent required to give effect to the Share Consolidation and to provide the registered office provider of the Company with a copy of such Register of Members within 15 days of updating the Register of Members and to otherwise issue, countersign, record and register, as applicable, certificates, or uncertificated New Shares in book-entry form if no certificates are to be issued, for the New Shares resulting from the Share Consolidation; |
| (f) | the Authorized Persons (as defined below) and the Company’s outside legal counsel be, and each of them acting alone hereby is, authorized, empowered, and directed, acting in the name and on behalf of the Company, to take such actions and execute and submit such documents to various regulatory or non-regulatory agents, including but not limited to, Nasdaq and The Depository Trust & Clearing Corporation, in connection with the Share Consolidation, and to correspond with such agents in connection therewith; and |
| (g) | the Authorized Persons and the Company’s outside legal counsel, be, and each of them acting alone hereby is, authorized, empowered, and directed, acting in the name and on behalf of the Company, to take such actions and execute and submit such documents to Cayman Stock Exchange or other agencies or authorities in connection with the Share Consolidation, and to correspond with such agencies and authorities in connection therewith, including, but not limited to, the application of new CUSIP number(s) for the Company’s ordinary shares. |
| 3 | SEC Filings |
| 3.1 | IT IS RESOLVED THAT, the Authorized Persons be, and each of them acting alone hereby is, authorized, empowered, and directed, acting in the name and on behalf of the Company, to take such actions and execute and file such reports with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the actions authorized or contemplated by the foregoing resolutions and all related documents and agreements as are required under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and other applicable federal laws and regulations, and to correspond with the SEC and make additional amended and other filings with the SEC in connection therewith, including, but not limited to, the furnishing of a report on Form 6-K. |
| | ||
2 www.verify.gov.ky File#: 398367 | Filed: 02-Apr-2026 12:09 EST Auth Code: G76106380964 |
| 4 | General Authorisation |
| 4.1 | IT IS RESOLVED THAT, in connection with or to carry out the actions contemplated by the foregoing resolutions, any Director or officer of the Company (the “Authorized Persons” and each an “Authorized person”) be, each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as such Authorised Signatory shall deem necessary or appropriate, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to sign, make, execute, deliver, issue or file (or cause to be signed, made, executed, delivered, issued or filed) with any person including any governmental authority or agency, all such agreements, documents, instruments, certificates, consents or waivers and all amendments to any such agreements, documents, instruments, certificates, consents or waivers and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable in order to carry out the intent of the foregoing resolutions, the authority for the doing of any such acts and things and the signing, making, execution, delivery, issue and filing of such of the foregoing to be conclusively evidenced thereby. |
| 5 | Ratification of Prior Actions |
| 5.1 | IT IS RESOLVED THAT any and all actions of the Company, or of any Director or officer, taken in connection with the actions contemplated by the foregoing resolutions prior to the execution hereof be and are hereby ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented to for approval and approved by, the Board prior to such action being taken. |
| * | These resolutions may be signed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same document. |
[Signature page to follow]
| | ||
3 www.verify.gov.ky File#: 398367 | Filed: 02-Apr-2026 12:09 EST Auth Code: G76106380964 |
IN WITNESS WHEREOF, the undersigned have executed these Written Resolutions as of the date first above written.
| /s/ Chee Hoong Lew | |
| Chee Hoong Lew | |
| /s/ Chee Leong Lee | |
| Chee Leong Lee | |
| /s/ Chee Hoong Lim | |
| Chee Hoong Lim | |
| /s/ Choon Hann Lua | |
| Choon Hann Lua |
| | ||
www.verify.gov.ky File#: 398367 | Filed: 02-Apr-2026 12:09 EST Auth Code: G76106380964 |
Exhibit 2.1
DESCRIPTION OF SECURITIES
General
The following is a summary of the material terms of our shares as of December 31, 2025. We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, as amended from time to time, and the Companies Act (Revised) of the Cayman Islands, as amended and restated from time to time, which we refer to as the Companies Act below, and the common law of Cayman Islands.
The following are summaries of material provisions of our amended and restated memorandum and articles of association and of the Companies Act, insofar as they relate to the material terms of our ordinary shares and our share capital and are not intended to be a complete summary of the rights and preferences of our shares which are set out in our amended and restated memorandum and articles of association. For more detailed information, please see our amended and restated memorandum and articles of association, which is filed as an exhibit to this report.
As of December 31, 2025, our authorized share capital was $50,000 divided into 200,000,000 shares, par value of $0.00025 each, comprised of 200,000,000 ordinary shares of a single class. As of December 31, 2025, we had 5,038,018 ordinary shares issued and outstanding.
Memorandum and Articles of Association
The following are summaries of material provisions of our amended and restated memorandum and articles of association and of the Companies Act, insofar as they relate to the material terms of our ordinary shares.
Objects of Our Company. Under our amended and restated memorandum and articles of association, the objects of our company are unrestricted, and we are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by section 27(2) of the Companies Act.
Ordinary Shares. All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our ordinary shares will not receive a certificate in respect of such ordinary shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. We may not issue shares or warrants to bearer.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our amended and restated memorandum and articles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor, and our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. The directors when paying dividends to shareholders may make such payment either in cash or in specie. Unless provided by the rights attached to a share, no dividend shall bear interest.
Voting Rights. Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights, on a show of hands every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote. On a poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at a duly constituted general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote at a duly constituted general meeting. The expression of an ordinary resolution or a special resolution includes a unanimous written resolution. A special resolution will be required for important matters such as a change of name, making changes to our amended and restated memorandum and articles of association, a reduction of our share capital and the winding up of our company. Our shareholders may, among other things, divide or consolidate their shares by ordinary resolution.
General Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our amended and restated memorandum and articles of association provide that we may hold an annual general meeting and shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. All general meetings (including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our board of directors in its absolute discretion.
Shareholders’ general meetings may be convened our board of directors whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than ten percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting within twenty-one clear days’ from the date of receipt of the written requisition, those shareholders who requested the meeting or any of them may convene the general meeting themselves within three months after the end of such period of twenty-one clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us. However, our memorandum and articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Advance notice of not less than twenty-one clear days is required for the convening of our annual general meeting (if any) and at least fourteen clear days’ advance notice is required for other general meetings of our shareholders. The notice shall specify the place, the day and the hour of the meeting and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors and our auditors. Subject to the Companies Act and with the consent of the shareholders who, individually or collectively, hold at least 90% of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter notice.
A quorum required for any general meeting of shareholders consists of, at the time when the meeting proceeds to business, one or more shareholders holding shares which carry in aggregate (whether in person or representing by proxy) not less than one-third of all votes attaching to issued and outstanding shares in our company entitled to vote at such general meeting.
If, within 15 minutes from the time appointed for the general meeting, or at any time during the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be cancelled. In any other case it shall stand adjourned to the same time and place seven days hence or to such other time or place as is determined by the directors. The chairman may, with the consent of a meeting at which a quorum is present, adjourn the meeting. When a meeting is adjourned for more than seven clear days, notice of the adjourned meeting shall be given in accordance with the articles.
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.
Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a form designated by the relevant stock exchange or any other form approved by our board of directors. Notwithstanding the foregoing, ordinary shares may also be transferred in accordance with the applicable rules and regulations of the relevant stock exchange.
Where the shares in question are not listed on or subject to the rules of any designated stock exchange, our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| ● | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| ● | the instrument of transfer is in respect of only one class of ordinary shares; |
| ● | the instrument of transfer is properly stamped, if required; |
| ● | the ordinary share transferred is fully paid and free of any lien in favor of us; |
| ● | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| ● | a fee of such maximum sum as the relevant stock exchange may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
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If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
Liquidation. On the winding up of our company, the shareholders may, subject to the articles and any other sanction required by the Companies Act, pass a special resolution allowing the liquidator to do either or both of the following: (i) to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and (ii) to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.
Calls on Shares and Forfeiture of Shares. Subject to the terms of allotment, our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares including any premium in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. Each shareholder shall pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of ten percent per annum. The directors may waive payment of the interest wholly or in part.
The shares that have been called upon and remain unpaid are subject to forfeiture. If a shareholder fails to pay any capital call, the directors may give to such shareholder not less than 14 clear days’ notice requiring payment and specifying the amount unpaid including any interest which may have accrued, any expenses which have been incurred by us due to that person’s default and the place where payment is to be made. The notice shall also contain a warning that if the notice is not complied with, the shares in respect of which the call is made will be liable to be forfeited.
If such notice is not complied with, the directors may, before the payment required by the notice has been received, resolve that any share being the subject of that notice be forfeited (which forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before such forfeiture).
A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the directors think fit.
A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares, together with all expenses and interest from the date of forfeiture or surrender until payment, but his liability shall cease if and when we receive payment in full of the unpaid amount.
A declaration, whether statutory or under oath, made by a director or the secretary shall be conclusive evidence that the person making the declaration is our director or secretary and that the particular shares have been forfeited or surrendered on a particular date.
Redemption, Repurchase and Surrender of Shares. Subject to the Companies Act and any rights for the time being conferred on the shareholders holding a particular class of shares, we may by action of our directors:
| ● | issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors before the issue of those shares; |
| ● | with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and |
| ● | purchase all or any of our shares of any class including any redeemable shares on such terms and in such manner to be approved by our board of directors at the time of such purchase. |
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Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits, share premium account or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if our company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. Whenever the capital of our company is divided into different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with such existing class of shares.
Issuance of Additional Shares. Our amended and restated memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Our amended and restated memorandum and articles of association also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including, among other things:
| ● | the designation of the series; |
| ● | the number of shares of the series; |
| ● | the dividend rights, dividend rates, conversion rights and voting rights; and |
| ● | the rights and terms of redemption and liquidation preferences. |
Our board of directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued shares. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records.
Anti-Takeover Provisions. Some provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
| ● | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
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Exempted Company. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands); |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue shares with no par value; |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as a limited duration company; and |
| ● | may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of our company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Differences in Corporate Law
Cayman Islands companies are governed by the Companies Act. The Companies Act is derived, to a large extent, from the companies acts of England & Wales but does not follow recent statutory enactments in England & Wales and accordingly there are significant differences between the Companies Act and the current companies act of England & Wales. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies; provided that the laws of the foreign jurisdiction permit such merger or consolidation. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
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Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by seventy-five percent (75%) in value of the shareholders or class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the statutory provisions as to the required majority vote have been met; |
| ● | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a takeover offer. When a takeover offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a takeover offer is made and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of our company to challenge actions where:
| ● | a company acts or proposes to act illegally or ultra vires and is therefore incapable of ratification by the shareholders; |
| ● | the act complained of, although not ultra vires, could only be effected duly if authorized by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and |
| ● | those who control our company are perpetrating a “fraud on the minority.” |
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
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Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide to the extent permitted by law that we shall each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against: (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, willful default or willful neglect. To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of any matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount paid by us to the extent that we are ultimately found not liable to indemnify the director (including alternate director), the secretary or that officer for those legal costs. This standard of conduct is generally the same as permitted under the General Corporation Law of the State of Delaware, or the Delaware General Corporation Law, for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he or she reasonably believes to be in the best interests of the corporation. The director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following duties to the company - a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his or her position as director (unless the company permits him to do so), a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association, as may be amended from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Our amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
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Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our amended and restated articles of association allow our shareholders holding at least ten percent of the rights to vote at such general meeting to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders’ meeting, our amended and restated articles of association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Under our amended and restated articles of association, subject to certain restrictions as contained therein, directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our company and the director, if any; but no such term shall be implied in the absence of express provision. Under our amended and restated articles of association, a director’s office shall be vacated if the director (i) is prohibited by the law of the Cayman Islands from acting as a director; (ii) becomes bankrupt or makes any arrangement or composition with his or her creditors; (iii) is found to be or becomes of unsound mind or dies; (iv) resigns his or her office by notice in writing to us; (v) resigns his office by notice to our company; (vi) only holds office as a director for a fixed term and such term expires; (vii) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; (viii) is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director); (ix) is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or (x) without the consent of the other directors, is absent from meetings of directors for a continuous period of six months.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.
8
Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our amended and restated articles of association, if our share capital is divided into more than one class of shares, the rights attached to any such class may only be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our amended and restated memorandum and articles of association may only be amended with a special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Transfer Agent and Registrar
VStock Transfer, LLC, address 18 Lafayette Pl, Woodmere, NY 11598, telephone 212-828-8436, is the transfer agent for our ordinary shares.
9
Exhibit 4.1
Share Sales and Purchase Agreement
Date:
Parties:
| ● | Seller: Lim Yew Chean (Malaysia Passport #: A61603498), Address: 18, Lorong Burhanuddin Helmi 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur, W. P. Kuala Lumpur, Malaysia; Mobile number: 017-2271800, Email Address: yewchean@gmail.com; cc. calvin@winfung.com.my |
| ● | Buyer: WF Venture Ltd (Registration No. 2170485), a private company limited by shares incorporated under the laws of British Virgin Islands and having its business address at Lot 3893, Jalan 4D, Kampung Baru Subang, 40150 Shah Alam, |
(The Seller and the Buyer are collectively known as the “Parties” and each known as a “Party”)
WHEREAS:
| ● | The Seller is the legal and beneficial owner of 10,000 shares (the “Shares”) in Global Key Investment Limited, a private company incorporated under the laws of Hong Kong SAR, China with Business Registration No. #: 20185777 (the “Company”), representing 100% of the issued and paid-up share capital of the Company, which has a total of 10,000 issued shares. |
| ● | The Buyer wishes to purchase the Shares from the Seller on the terms and conditions set out in this Share Sale and Purchase Agreement (“Agreement”). |
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:
1. Sale and Purchase of Shares
| ● | The Seller hereby agrees to sell, and the Buyer hereby agrees to purchase, the Shares free from all Encumbrances (as hereinafter defined), with effect from the date of Completion (as defined below) with all rights then attaching to them, including the right to receive all distributions and dividends declared, paid, or made in respect of the Shares on or after the date of Completion. |
| ● | The sale and purchase of the Shares shall be on the terms and conditions set out in this Agreement. |
2. Consideration
| ● | The total consideration for the Shares shall be USD3,000,000 (the “Consideration”). |
| ● | The Consideration shall be paid by the Buyer to the Seller on the date of Completion or at a specified date mutually agreed between the Parties. |
2
3. Conditions Precedent
The obligations of the Parties to complete the sale and purchase of the Shares shall be subject to the satisfaction, on or before the closing date, of the following conditions (“Conditions Precedent”):
| ○ | The Buyer shall have completed her due diligence on the Company and shall be satisfied with the results thereof. |
| ○ | All necessary approvals and consents, required for the transfer of the Shares from the Seller to the Buyer, including but not limited to approvals from the Company’s shareholders and any relevant regulatory authorities, shall have been obtained by the Seller at his own costs. |
| ● | The Company shall have provided the Buyer with all relevant financial statements, business records, and other information reasonably requested by the Buyer for the purpose of the transaction in this Agreement. |
4. Completion
| ● | If, and subject to the Conditions Precedent having been fulfilled or waived, the completion of the sale and purchase of the Shares (the “Completion”) shall take place at such a mutually agreed time and place as the Parties may agree in writing. |
3
| ● | On Completion, the Seller shall deliver to the Buyer the original, duly executed, valid and registrable, undated and unstamped share transfer instrument, and any other documents which may be necessary by the Buyer to vest the legal and beneficial interest in the Shares to the Buyer; |
The Buyer shall pay the Consideration to the Seller in the manner specified in Clause 2 of the SPA.
5. Representations and Warranties
| ● | The Seller represents and warrants to the Buyer that the following seller’s warranties are true and accurate in all respects and not misleading in all respects: |
| ○ | The Seller has the legal right and authority to sell the Shares. |
| ○ | The Shares are free and clear of all liens, encumbrances, and other restrictions. For the avoidance of doubt, “encumbrances” means any legal or financial claim or interest over an asset, including those with a similar effect to security. |
| ○ | The information provided by the Seller to the Buyer, including but not limited to information regarding the Company’s financial condition, business operations, and assets and liabilities is true, and accurate. |
4
| ● | The seller’s warranties set out in this Clause 5 shall survive Completion and shall remain in full force and effect, and shall not be extinguished in any respect by Completion. |
5A. Buyer’s Warrenties
| ● | The Buyer represents and warrants to the Seller that: |
| ○ | The Buyer has the legal right and authority to purchase the Shares. |
| ○ | The Buyer shall pay the Consideration in accordance with the terms of this Agreement. |
6. Indemnification
| ● | The Seller shall indemnify and hold the Buyer harmless from and against any and all claims, losses, damages, liabilities, and expenses arising out of or in connection with any breach of the Seller’s representations and warranties or any other matter related to the sale and purchase of the Shares. |
| ● | The Buyer shall indemnify and hold the Seller harmless from and against any and all claims, losses, damages, liabilities, and expenses arising out of or in connection with any breach of the Buyer’s representations and warranties or any other matter related to the Buyer’s performance of obligations under this Agreement. |
5
7. Confidentiality
| ● | The Parties shall keep confidential all information disclosed by one Party to the other in connection with this Agreement, except as may be required by law or regulatory authorities. |
8. Governing Law and Jurisdiction
| ● | This Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR, China. |
| ● | Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong SAR, China. |
9. Entire Agreement
| ● | This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, relating to the same. |
10. Assignment
| ● | Neither Party shall assign, transfer, or otherwise dispose of this Agreement or any of its rights, benefits, interests, or obligations hereunder, whether in whole or in part, without the prior written consent of the other Party. Any purported assignment or transfer in breach of this clause shall be null and void.. |
6
11. Counterparts
| ● | This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and together form one and the same agreement. |
12. Notice
| ● | All notices or communications must be in writing and in English, and may be delivered by hand, registered post, courier, or email to the recipient’s address or email as stated below (or as updated by written notice): |
| ○ | in the case of service on the Seller, to: |
| Address : | 18 Lorong Burhanuddin Helmi 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W. P. Kuala Lumpur, Malaysia |
| Email Address: | cc. |
| ○ | and in the case of service on the Buyer, to: |
| Address: | Lot 3893, Jalan 4D, Kampung Baru Subang, 40150
Shah Alam Selangor |
| Email Address: |
7
The Parties have executed this Share Sales and Purchase Agreement as of the date first above written.
| Seller: Lim Yew Chean | Buyer: WF Venture Ltd | |
| Seller Signature: | Buyer Signature: | |
| /s/ Lim Yew Chean | /s/ | |
| Date : 15-05-2025 |
8
Exhibit 4.2
TABLE OF CONTENTS
| Contents | Page | |||
| 1. | Interpretation and Definitions | 1 | ||
| 2. | Agreement to Sell the Sale Shares | 7 | ||
| 3. | Consideration and Payment | 7 | ||
| 4. | Condition Precedent | 8 | ||
| 5. | Completion | 9 | ||
| 6. | Representations and Warranties | 10 | ||
| 7. | General Indemnity and Specific Tax Indemnities | 12 | ||
| 8. | Termination and Consequences of Termination | 13 | ||
| 9. | Confidentiality | 13 | ||
| 10. | Notices | 14 | ||
| 11. | Costs and Expenses | 14 | ||
| 12. | General | 15 | ||
| Schedule 1 | The Particulars of the Sellers | 18 | ||
| Schedule 2 | The Particulars of the Company | 19 | ||
| Schedule 3 | Completion Obligations | 21 | ||
| Schedule 4 | Sellers’ Warranties | 22 | ||
- i -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
THIS AGREEMENT is made on 5 June 2025 between:
| (1) | The persons whose particulars are as set out in Schedule 1 (“Sellers”); and |
| (2) | WF Venture Ltd (Registration No. 2170485), a private company limited by shares incorporated under the laws of British Virgin Islands and having its business address at Lot 3893, Jalan 4D, Kampung Baru Subang, 40150 Shah Alam, Selangor (the “Purchaser”). |
WHEREAS:
| (A) | The Rise Bar & Café Sdn. Bhd. (Registration No. 202201033590 (1479287-H)), (“Company”) is a private company limited by shares, the particulars of which are set out in Schedule 2. |
| (B) | The Sellers have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Sellers, seventy per cent (70%) of the issued and paid-up share capital of the Company, comprising one hundred and forty thousand (140,000) ordinary shares (“Sale Shares”), subject to the terms and conditions of this Agreement. |
IT IS AGREED as follows:
| 1. | Interpretation and Definitions |
| 1.1 | In this Agreement, the following words and expressions, unless the context otherwise requires, shall have the following meanings respectively ascribed to them: |
“Accounts” shall have the meaning ascribed to it in Paragraph 5.1.1 of Schedule 4;
“Act” means the Companies Act 2016 of Malaysia;
“Agreement” means this share purchase agreement;
“Assets” means all assets, properties, equipment, and machineries whether owned, leased or otherwise held by the Company or exclusively used in the Business, including but not limited to tangible and intangible assets, whether acquired through direct ownership, financing arrangements or operating leases, as well as any rights, interests or entitlements associated with such assets;
“Authorisation” means any licence, permit, approval, consent, order, warrant, confirmation, permission, registration, accreditation, certification, waiver, privilege, acknowledgement, agreement, concession, or other authorisation required from, or given, provided or issued by any Governmental Authority or any other person;
“Business” means the business of the Company, the details of which is as set out in Paragraph (10) of Schedule 2;
“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in Selangor, Malaysia;
- 1 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
“Claims” shall have the meaning ascribed to it in Clause 7.1, and “Claim” means any one of the Claims;
“Company” means The Rise Bar & Café Sdn. Bhd (Registration No. 202201033590 (1479287-H)), further details of which are as set out in Schedule 2;
“Completion” means the completion of the sale and purchase of the Sale Shares pursuant to Clause 5;
“Completion Date” means such date to be mutually agreed between the Parties which shall be no later than thirty (30) Business Days from the Unconditional Date, or such later date to be mutually agreed between the Parties in writing, upon which Completion shall take place;
“Completion Deliverables” shall have the meaning ascribed to it in Schedule 3;
“Conditional Period” means a period commencing from the Effective Date and expiring one (1) month after the date of this Agreement or such other further extended period as may be mutually agreed by the Parties in writing;
“Condition Precedent” shall have the meaning ascribed to it in Clause 4.1;
“Confidential Information” shall have the meaning ascribed to it in Clause 9.1;
“Due Diligence Exercise” means the legal, financial and tax due diligence on the Company conducted by the Purchaser and/or its Representatives prior to the Effective Date;
“Effective Date” means the date of this Agreement;
“Encumbrances” means any form of legal or equitable security interests or other encumbrance of any kind, whether for purposes of securing or conferring any priority of payment in respect of any obligation of any person or otherwise, including:
| (a) | any mortgage, charge (whether fixed or floating), pledge, lien (whether for costs or to an unpaid seller or otherwise), hypothecation, restrictive covenant, or other encumbrance over or affecting an asset (including the Sale Shares); |
| (b) | a caveat, garnishee order, writ of execution, right of set off, assignment by way of security, deposit of money by way of security or monetary claim affecting the asset (including the Sale Shares); |
| (c) | a preferential interest, trust (whether for securing money or otherwise), title retention arrangement or any adverse claims as to title, or other estate, interest, claim or agreement, arrangement or obligation to create any of the foregoing; |
| (d) | a right, including a contractual right, an option, a power of sale, a right of first refusal or transfer, a right of pre-emption or other right, to acquire the asset or to restrain any person from acquiring the asset (including the Sale Shares); |
- 2 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| (e) | an assignment of rights (including voting, dividend, and/or sale right) arising under the asset (including the Sale Shares); |
| (f) | a right, including a lease, licence or other right, to occupy or use the asset (including the Sale Shares); |
| (g) | an agreement to grant, create or register any of the foregoing or to allow any of the foregoing to exist; or |
| (h) | any other security interest of any kind, whether based on agreement or undertaking or arising by the operation of law or otherwise or any other arrangement or right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under the law, or having the same legal or economic effect as any of the foregoing or any agreement to create any of the foregoing; |
“FYE 23” shall have the meaning ascribed
to it in Paragraph 5.1 of Schedule 4;
“Governmental Authority” means any relevant governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or Tax Authority or anybody entitled to exercise executive power or power of any nature or body or other organisation to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organisation have the force of law in any part of the world;
“Indebtedness” means, without duplication, all debts and liabilities of the Company, including (a) all indebtedness for borrowed money, (b) all indebtedness for the deferred purchase price of property or services, for the avoidance of doubt, this include hire purchase payables, (c) all obligations evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations under leases that have been or should be recorded as capital leases, (f) all reimbursement, payment or similar obligations, contingent or otherwise, under acceptance, letter of credit or similar facilities, and (g) any liability of others described in items (a) through (f) above that the person has guaranteed or that is otherwise its legal liability, and including in items (a) through (e) above any accrued and unpaid interest or penalties thereon;
“Purchase Consideration” shall have the meaning ascribed to it in Clause 3.1;
“Purchaser” means WF Venture Ltd (Registration No. 2170485), a private company limited by shares incorporated under the laws of British Virgin Islands and having its business address at Lot 3893, Jalan 4D, Kampung Baru Subang, 40150 Shah Alam, Selangor;
- 3 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
“Records” means all original and copies, as the case may be, in machine readable or printed form, of all information, books, files, records, reports, correspondence, documents and other material of or used in respect of or relating to the Company in whatever form recorded, stored or embodied, including:
| (a) | statutory books and registers, minute books, financial and books of account, trading and financial records, employee records, Tax returns and related correspondence; |
| (b) | list of all distributors and suppliers of the Company, including price lists and pricing models; |
| (c) | title deeds and other documents of title; |
| (d) | original and copies of all contracts and Authorisations; and |
| (e) | other secretarial documents maintained or kept by the Company; |
“Related Person” means
| (a) | his spouse, children, spouse’s children, parents, siblings, uncles, aunts, cousins, grandchildren, children of siblings and close relatives (collectively referred to as “Family” in sub-clauses (b) and (c) below); |
| (b) | the trustees or nominees, acting in their capacity as such trustees or nominees, of any trust or nominee arrangement of which he and/or any of his Family is a beneficiary or beneficial owner; and |
| (c) | any person in the equity capital of which he and/or his Family, and/or any of the trustees or nominees referred to in sub-paragraph (b) above, acting in their capacity as trustees or nominees, taken together, directly or indirectly, controls; |
“Representatives” means, in relation to a Party, its directors, employees, officers, staffs, agents, contractors, consultants, advisers, attorneys or other representatives;
“Ringgit Malaysia” and the sign “RM” mean the lawful currency of Malaysia;
“Sale Shares” shall have the meaning ascribed to it in Recital (B);
“Sellers” means the persons named in Schedule 1;
“Sellers’ Warranties” means the warranties and representations given by the Sellers set out in Clause 6.2 and Schedule 4 , and “Sellers’ Warranty” means any one of them;
“Surviving Provisions” means Clauses 1 (Interpretation and Definitions), 7 (General Indemnity and Specific Tax Indemnities), 9 (Confidentiality) and 12 (General);
“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;
- 4 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
“Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all fines, penalties, charges, costs and interest relating thereto;
“Tenancy Agreement” means the tenancy agreement dated 22 November 2022 entered into between the Company and PPB Hartabina Sdn Bhd (“PPB Hartabina”) for the rental of the demised premises as set out in Paragraph (4) of Schedule 2; and
“Unconditional Date” means such date upon which the Condition Precedent is fully fulfilled/ satisfied, as the Purchaser shall confirm in writing to the Sellers, or where the Condition Precedent is waived by the Purchaser in writing to the Sellers in accordance with this Agreement, whichever is earlier.
| 1.2 | In this Agreement: |
| 1.2.1 | unless the context requires otherwise, a reference to: |
| (i) | a gender shall include the other genders and references to the singular shall include the plural and vice versa; |
| (ii) | natural persons shall include bodies corporate and vice versa; |
| (iii) | this Agreement includes any recitals, schedules to it and references to Clauses, Recitals, Schedules, are to the clauses and recitals of, and schedules to, this Agreement. References to Paragraphs are to paragraphs of the Schedules; |
| (iv) | a person (which for the purposes of this Agreement means any individual, corporation, partnership, association, limited liability company, trust, Governmental Authority or other entity or organisation (whether or not having a separate legal personality) shall include its successors in title; |
| (v) | a “Party” is to a party to this Agreement, and “Parties” shall be construed accordingly; |
| (vi) | a “day”, “week”, “month” or “year” is a reference to a day, week, month or year respectively in the Gregorian calendar; |
| (vii) | this Agreement or any other document or any specified provision of this Agreement or any other document are to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement or that document or, as the case may be, with the agreement of the relevant parties; and |
- 5 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| (viii) | a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it whether before or after the Effective Date so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to the Effective Date and (so far as liability thereunder may exist or can arise) shall also include any past statutory enactment or provision or regulation (as from time to time modified or re-enacted) which such enactment or provision or regulation has directly or indirectly replaced; |
| 1.2.2 | headings and underlinings are inserted for convenience only and shall not affect the interpretation of this Agreement; |
| 1.2.3 | references to “law” shall mean its ordinary meaning, and shall include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, decrees, directions, directives, and orders of any Governmental Authority; |
| 1.2.4 | references to “payment”, or cognate expressions, include payments made in cash or by way of cheques upon clearance (drawn on a bank or financial institution licensed to carry on banking business under the provisions of the Financial Services Act 2013 or Islamic Financial Services Act 2013, as the case may be) or effected through inter-bank transfers to the account of the payee, giving the payee access to immediately available, freely transferable, cleared funds; |
| 1.2.5 | “ordinary and/or usual course of business” means with respect to the Company, any commercially reasonable action that is taken in the ordinary course of normal business and day-to-day operations of the Business, including any action: (a) is consistent with the past practices of the Company; (b) is not required to be authorised by the board of directors (or by any person or group of persons exercising similar authority) or the holders of the shares or other equity interests of the Company; or (c) is similar in nature and magnitude to actions customarily taken, without any authorisation by the board of directors (or by any person or group of persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other persons that are in the same line of business as the Company; |
| 1.2.6 | any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
| 1.2.7 | general words are not given a restrictive meaning: |
| (i) | if they are introduced by the word “other” by reason of the fact that they are preceded by words indicating a particular class of act, matter or thing; or |
| (ii) | by reason of the fact that they are followed by particular examples intended to be; |
- 6 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 1.2.8 | no provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision; |
| 1.2.9 | if any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day, which is not a Business Day, then that period is to be deemed to only expire on the next Business Day; |
| 1.2.10 | a day shall mean any calendar day and a month shall, unless otherwise specifically provided herein, mean a period calculated from any specific day up to and including the day immediately corresponding to that specific day in the subsequent month or if there shall be no such day in the subsequent month, the last day of that month; |
| 1.2.1 | all references to any of the representations, warranties, undertakings, indemnities, covenants, and obligations of the Sellers in this Agreement shall be joint and several representations, warranties, undertakings, indemnities, covenants, and obligations of the Sellers, unless expressly stated otherwise in this Agreement; and |
| 1.2.2 | “indemnify” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance. |
| 2. | Agreement to Sell the Sale Shares |
| 2.1 | The Sellers hereby agree to sell to the Purchaser, and the Purchaser, relying on the Sellers’ Warranties, covenants and undertakings contained in this Agreement, agrees to purchase from the Sellers, the Sale Shares, on the terms and subject to the conditions of this Agreement. |
| 2.2 | The Sale Shares shall be sold by the Sellers to the Purchaser on the Completion Date: |
| 2.2.1 | free from all Encumbrances; and |
| 2.2.2 | together with all rights, benefits and advantages attaching to the Sale Shares as at the Completion Date, including all ownership and rights to title, proprietary rights, benefits and interests in, and the right to receive dividends and distributions declared, where applicable, made or paid on or after the Completion Date. |
| 2.3 | The Sellers shall procure and ensure that, on or prior to the Completion Date, any and all rights of pre-emption, right of first offer or right of first refusal over the Sale Shares, if any, shall be waived irrevocably and unconditionally by the persons entitled thereto. |
| 3. | Consideration and Payment |
| 3.1 | In consideration of the Sellers agreeing to sell the Sale Shares to the Purchaser, the Purchaser agrees to pay the Sellers an aggregate sum of Ringgit Malaysia Six Hundred Forty Five Thousand (RM645,000.00) (“Purchase Consideration”) as purchase price for the Sale Shares on the Completion Date, which shall be payable in proportion to their respective sale proportion as set out in Schedule 1. |
- 7 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 3.2 | All payments payable to the Sellers by the Purchaser under this Agreement shall be made by way of electronic funds transfer by the Purchaser or any person nominated by the Purchaser to the bank account designated by the Sellers or any person nominated by the Sellers or in such other manner as may be mutually agreed in writing between the Sellers and the Purchaser. The details of the Sellers’ designated bank accounts for the foregoing purpose are as set out in Schedule 1. |
| 3.3 | For the avoidance of doubt, the Sellers agree that the Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously. |
| 4. | Condition Precedent |
| 4.1 | The sale and purchase of the Sale Shares and the Completion thereof is conditional upon the Sellers procuring a written waiver from PPB Hartabina of its right to terminate the Tenancy Agreement arising from a change in the Company’s shareholding (“Condition Precedent”), such Condition Precedent to be fulfilled by the Sellers or waived by the Purchaser (at the option of the Purchaser in his sole and absolute discretion) on or before the expiry of the Conditional Period, unless otherwise agreed between the Parties in writing: |
| 4.2 | Responsibility of Satisfaction |
If, at any time, the Sellers become aware:
| 4.2.1 | that a Condition Precedent pursuant to this Clause 4 has been satisfied; or |
| 4.2.2 | of any occurrence, fact or circumstance that will or is reasonably likely to prevent any Condition Precedent from being satisfied prior to the expiry of Conditional Period, |
the Sellers shall promptly provide written notice to the Purchaser, which shall in any event be within three (3) Business Days of them becoming aware of the same, setting out such details as are available and furnish all correspondence and documentary evidence in relation thereto, to the Purchaser.
| 4.3 | Waiver of Conditions |
The Purchaser may at its sole and absolute discretion waive (in whole or in part) the relevant Condition Precedent to the Sellers and to proceed to give effect to Completion as far as practicable having regard of the non-fulfilment of any of the Condition Precedent. For the avoidance of doubt, a waiver of any Condition Precedent by the Purchaser for purposes of Completion shall not prevent the Purchaser from requiring the Sellers to achieve the discharge or satisfaction or fulfilment of such Condition Precedent after Completion and shall be without prejudice to any other rights or remedies that the Purchaser may have against the Sellers for any antecedent breach of Clause 4.1.
- 8 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 4.4 | Non-fulfilment and Waiver by the Purchaser |
If any of the Condition Precedent is not fulfilled or otherwise waived in writing by the Purchaser on or before the expiry of the Conditional Period, the Purchaser may at its sole and absolute discretion:
| 4.4.1 | extend the Conditional Period for such period of time as the Purchaser deems necessary; and/or |
| 4.4.2 | terminate this Agreement without liability on the Purchaser’s part in which event the provisions under Clause 8.3 shall apply |
| 4.5 | Confirmation of Fulfilment by the Purchaser |
The Purchaser shall, if the Purchaser is satisfied that all the Condition Precedent have been fulfilled on or before the expiry of the Conditional Period, issue a written notice to the Sellers confirming the Purchaser’s satisfaction of the fulfilment or waiver of the last of the Condition Precedent, upon which Completion shall be unconditional and take place on the Completion Date.
| 5. | Completion |
| 5.1 | Completion shall take place on the Completion Date, and the Sellers shall, in consideration of the Purchaser’s payment obligations in the manner set out under Clause 3.1, comply with the Sellers’ obligations as specified in Schedule 3. |
| 5.2 | If the Sellers fails to comply with any of their obligations in Schedule 3, the Purchaser shall be entitled but not obliged to (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Sellers: |
| 5.2.1 | to terminate this Agreement (other than Surviving Provisions) without liability on its part in which event the provisions under Clause 8.3 shall apply; or |
| 5.2.2 | to seek specific performance on the Sellers’ part to comply with their obligations set out in Schedule 3 and to proceed with Completion in accordance with the terms of this Agreement, in which case: |
| (i) | if specific performance is granted, the Purchaser may also claim damages for breach of this Agreement; and; |
| (ii) | if specific performance is not granted, the Purchaser may then terminate this Agreement and claim damages for breach of this Agreement; |
- 9 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 5.2.3 | to fix a new Completion Date (being not later than fourteen (14) days from the agreed Completion Date) to such date as the Sellers and the Purchaser may mutually agree, in which case the provisions of this Clause 5 shall apply to Completion as so postponed, but provided such postponement may only occur once. |
| 5.3 | All other provisions of this Agreement, to the extent that they have not been performed by Completion, shall not be extinguished or affected by Completion or by any other event or matter, except by a specific and duly authorised written waiver or release by the Purchaser. |
| 5.4 | Exercise of Rights of Registered Shareholder |
| 5.4.1 | From Completion, until the Sale Shares are registered in the name of the Purchaser, the Sellers shall, upon the request of the Purchaser, at the cost of the Purchaser, procure that: |
| (i) | the Purchaser is appointed as proxy to attend shareholders’ meetings and exercise the votes attached to the Sale Shares and the Sellers shall not attend or vote at those meetings by themselves; and |
| (ii) | take all other actions in the capacity of a registered holder of the Sale Shares as the Purchaser directs. |
| 6. | Representations and Warranties |
| 6.1 | The Parties hereby represent and warrant to one another that the warranties set out in this Clause 6.1 are true and correct as at the Effective Date and shall remain true and correct as at the Completion Date: |
| 6.1.1 | they have not been declared bankrupt or wound up (as the case may be) and there are no bankruptcy proceedings or winding up proceedings (as the case may be) commenced and/or instituted against them; |
| 6.1.2 | the facts in relation to the Parties as set out in this Agreement are true, accurate, complete, correct and not misleading in any respect; |
| 6.1.3 | they have the full legal right, capacity, power and authority to enter into, deliver and carry out the provisions of this Agreement; and |
| 6.1.4 | this Agreement constitutes valid and binding obligations of all the Parties. |
| 6.2 | Warranties from the Sellers |
| 6.2.1 | In relation to the Sale Shares, the Sellers hereby represent and warrant to the Purchaser that the Sellers’ Warranties as set out in Schedule 4 are true and accurate in all respects and not misleading in any respect as at the Effective Date and shall remain true, accurate and not misleading as at Completion as if they had been repeated at Completion. The Sellers acknowledge that the Purchaser has entered into this Agreement and agreed to purchase the Sale Shares in reliance upon the Sellers’ Warranties which they have given as representations and inducements for the Purchaser to enter into this Agreement. |
- 10 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 6.2.2 | Except as expressly stated in this Agreement, no Sellers’ Warranty shall be excluded or limited by: |
| (i) | any inquiry or investigation conducted by or on behalf of the Purchaser or any of its Representatives into the affairs of Company (including but not limited to the Due Diligence Exercise conducted by the Purchaser); |
| (ii) | any information the Purchaser may have received or been given or have actual, implied or constructive notice of prior to the Completion Date; |
| (iii) | any other act, matter, or circumstance, |
and the Sellers shall not invoke the Purchaser’s knowledge (constructive or imputed, including knowledge of the Purchaser’s Representatives) of a fact or circumstance which might make a Sellers’ Warranty untrue, inaccurate or misleading as a defence to a claim for a breach of the Sellers’ Warranties.
| 6.2.3 | The Sellers’ Warranties and all other provisions in this Clause 6 shall survive Completion and remain in full force and effect notwithstanding Completion, and shall not be extinguished in any respect upon Completion. |
| 6.2.4 | Each of the Sellers’ Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement, and the Sellers acknowledge and agree that the Purchaser is entering into this Agreement in reliance upon the Sellers’ Warranties, and therefore, the Parties shall treat the Sellers’ Warranties as conditions of this Agreement. |
| 6.2.5 | A claim for breach of any Sellers’ Warranty may be made whether or not the relevant facts, matters or circumstances giving rise to the breach were known to the Purchaser or to any of the Representatives of the Purchaser or could have been discovered (whether by any investigation made by or on behalf of the Purchaser into the affairs of the Company) prior to Completion. |
| 6.2.6 | The Sellers undertake to the Purchaser to waive any rights, remedies or claims they may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its officers, employees or agents in connection with assisting the Sellers in the giving of any Sellers’ Warranties and/or the entry into this Agreement. |
- 11 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 7. | General Indemnity and Specific Tax Indemnities |
| 7.1 | The Sellers undertake to fully indemnify and hold harmless and keep indemnified and held harmless the Purchaser from and against any and all losses, liabilities, obligations, damages, judgments, deficiencies, claims, demands, suits, actions, proceedings, arbitration, assessments, costs and expenses (including expenses of investigation and enforcement of this indemnity and reasonable solicitors’ fees and expenses) (collectively, “Claims”), sustained, incurred, suffered or paid by the Purchaser directly or indirectly, as a result of or arising out of: |
| 7.1.1 | any breach of any obligations on satisfaction of the Condition Precedent; |
| 7.1.2 | any breach of any Completion obligations under Schedule 3 and Clause 5.1; |
| 7.1.3 | any breach of any Sellers’ Warranties; or |
| 7.1.4 | any Claims involving fraud or misconduct involving dishonesty on the part of the Sellers and/or misrepresentation which results in a breach of the Sellers’ Warranties or otherwise, |
provided that the indemnity contained in this Clause 7.1 shall be without prejudice to any other rights or remedies of the Purchaser and all such other rights or remedies are hereby expressly reserved to the Purchaser. For the avoidance of doubt, the Claims shall include an amount that would be necessary to put the Purchaser in the same position as if the Sellers’ Warranties had been true and accurate and not misleading or had not been breached or had there not been such breach or any fraud or misconduct involving dishonesty on the part of the Sellers and/or the misrepresentation had not been committed.
| 7.2 | Without prejudice to the generality of Clause 7.1, the Sellers undertake to the Purchaser to indemnify the Purchaser and the Company on demand against any and all Claims sustained, incurred, suffered or paid by the Company, directly or indirectly, as a result of or arising out of: |
| 7.2.1 | any liabilities in relation to Tax (including any additional Taxes, interests, penalties, fines or charges) due or payable from or by the Company to any Tax Authority, for all years of assessment or period of assessment up to the date Completion occurs notwithstanding that the Company is served with the notice of additional assessment or is notified of such additional Taxes on any date following Completion; |
| 7.2.2 | any liabilities in relation to Tax resulting from or by reference to any event occurring on or prior to Completion or in respect of gross receipt, income, profit or gains earned, accrued or received, or deemed under any applicable law to be earned, accrued or received by the Company on or prior to the Completion Date; or |
| 7.2.3 | alleged, actual, past or potential violation and/or failure to comply with any applicable laws in respect of matters arising on or prior to the Completion Date. |
| 7.3 | All sums payable by the Sellers pursuant to Clause 7.2 shall be paid free and clear of all deductions or withholding whatsoever, save only as may be required by law. Where the Sellers are required by law to make any deductions or withholding from any sum payable by them under Clause 7, the Sellers shall forthwith pay such additional amount or amounts so as to ensure that the net amount received by the Purchaser shall be equal to the full amount which it would have received had no such deduction or withholding been made or required to be made. |
- 12 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 7.4 | Each of the indemnities in this Agreement constitutes a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Purchaser and shall continue in full force and effect despite any judgment, order, claims or proof for a liquidated amount in respect of any sum due under this Agreement or any other judgment or order. |
| 8. | Termination and Consequences of Termination |
| 8.1 | This Agreement shall continue and remain in full force and effect unless terminated pursuant to the provisions of this Agreement. |
| 8.2 | Without prejudice to the Purchaser’s right to terminate this Agreement under Clause 5.2.1, this Agreement may be terminated by the mutual written agreement of the Parties only. |
| 8.3 | The right to terminate under this Agreement shall be without prejudice to any Claims or rights of action previously accrued to any Party in respect of any breach of any of the provisions of this Agreement prior to such termination. All rights and obligations of the Parties shall cease to have effect immediately upon termination of this Agreement, save and except for the Surviving Provisions which shall survive the termination of this Agreement. Any provision and obligation of the Parties relating to or governing their acts, which expressly or by its nature survives such termination, shall be enforceable with full force and effect notwithstanding such termination, until it is satisfied or by its nature expires. |
| 9. | Confidentiality |
| 9.1 | Upon signing of this Agreement, the Parties shall treat as strictly confidential: |
| 9.1.1 | the provisions of this Agreement, process of their negotiation and all materials, documents, information and/or communications between the Parties which relates to the amount of, and the payment terms in relation to the Purchase Consideration; |
| 9.1.2 | any information, whether written, oral, visual, electronic or in other form which is proprietary or confidential or trade-sensitive in nature to a person or from which a person derives competitive advantage in connection with its business, including without limitation, information relating to the Business, whether marked as “confidential information” or not; and |
| 9.1.3 | such other contents, terms and conditions as well as anything disclosed and/ or delivered by either Party to the other Party in writing, or in electronic or other form, pursuant to this Agreement marked as or by its nature ought to be reasonably deemed as ‘confidential information’, |
(collectively be referred as “Confidential Information”).
| 9.2 | The Parties shall not at any time disclose the Confidential information to any third party (save and except to the Representatives of the respective Parties, and the officers of the Company on a need-to-know basis only) unless with the prior written consent of the relevant Party, or in the event such disclosure is required by law or any Governmental Authority. |
- 13 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 9.3 | In the event this Agreement has been terminated, the Parties receiving such Confidential Information shall immediately return, permanently erase or destroy all copies of materials, documents and/or communications in his possession, and shall provide a written confirmation to the Party disclosing such Confidential Information to confirm that such requirement have been fully complied with, where requested to do so by the Party disclosing such Confidential Information. |
| 9.4 | The provisions of this Clause 9 shall survive the termination of this Agreement without limit in time. |
| 10. | Notices |
| 10.1 | All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and in English and delivered personally or sent by prepaid registered post with recorded delivery, or by courier or email addressed to the intended recipient thereof at its address or at its email address set out hereunder (or to such other address or email address as a Party to this Agreement may from time to time duly notify the other). Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by email) immediately or (if given or made by registered post or courier) forty-eight (48) hours after posting, and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid registered letter or that the email was properly addressed and sent. |
| 10.2 | The address and email address of the Parties for the purposes of this Clause 10 are: |
| 10.2.1 | in the case of service on the Sellers, to their respective address and/or email address as set out in: |
| 10.2.2 | and in the case of service on the Purchaser, to: |
| Address | : | Lot 3893, Jalan 4D, Kampung Baru Subang, | |
| 40150 Shah Alam, Selangor | |||
| Email Address | : |
| 10.3 | In this Clause 10, if deemed receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day. |
| 10.4 | Either Party may change the address to which such notices to it are to be delivered by giving not less than three (3) Business Days’ notice to the other Parties. |
| 11. | Costs and Expenses |
| 11.1 | Each Party shall bear its own legal costs and other ancillary costs and expenses related to the preparation, negotiations, finalisation, and execution of this Agreement and any other agreement or document entered into or signed under this Agreement and the Completion thereof. |
- 14 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 11.2 | The Purchaser shall bear the cost of stamp duty for this Agreement and in relation to the transfer of the Sale Shares from the Sellers to the Purchaser. |
| 12. | General |
| 12.1 | Further Assurance |
Each Party has entered into this Agreement in good faith and shall give all such assistance and information to the other Parties and execute and do and procure all other necessary person or Company, if any, to execute and do all such further acts, deeds, assurance and things as may be reasonably required by the other Parties from time to time in order to carry out, evidence and confirm their rights and the intended purpose of this Agreement.
| 12.2 | Successors and Assigns |
| 12.2.1 | This Agreement shall be binding on the Parties and their respective successors and permitted assigns. |
| 12.2.2 | None of the Parties shall be entitled to transfer or otherwise assign its rights and obligations under this Agreement to a third party without the prior written consent of the other Parties and any assignment, transfer or delegation which is made without such prior written approval shall constitute a breach of this Agreement. |
| 12.3 | Entire Agreement |
This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement to the exclusion of any terms implied by the law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.
| 12.4 | Variation, Waiver, etc. |
Save as otherwise expressly provided, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by the Parties to this Agreement.
| 12.5 | Severability |
If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
| 12.6 | Time of the Essence |
Time wherever mentioned shall be of the essence of this Agreement, both as regards the dates and periods specifically mentioned and as to any dates and periods which may be agreed in writing between the Parties to be substituted for them.
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 12.7 | Knowledge & Acquiescence |
Knowledge or acquiescence by either Party of, or in, any breach of any of the provisions of this Agreement shall not operate as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such Party shall remain entitled to exercise its rights and/or remedies under this Agreement, and at law, and to require strict performance of all of the provisions of this Agreement.
| 12.8 | Rights & Remedies |
The rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy.
| 12.9 | Counterparts and E-Signatures |
| 12.9.1 | This Agreement may be entered in two (2) or more counterparts, all of which will be considered one and the same agreement and each of which will be deemed an original with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of executed signature pages by electronic transmission (via scanned portable document format (pdf)) will constitute effective and binding execution and delivery of this Agreement. This Agreement shall be deemed to be executed when each Party shall have received a counterpart hereof signed by the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any rights or obligations hereunder (whether by virtue of any other oral or written agreement or other communication). |
| 12.9.2 | This Agreement, may be accepted, executed or agreed to, through the use of an electronic signature, whether digital or encrypted, in accordance with the Electronic Commerce Act 2006 of Malaysia. Any document accepted, executed or agreed to in conformity with such law will be binding on each Party and shall have the same legal effect, validity or enforceability as if it were physically executed. |
- 16 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 12.10 | Assignment |
Save and except where expressly permitted under this Agreement, neither of the Parties shall be entitled to transfer or otherwise assign this Agreement or any of its rights and obligations under this Agreement without the prior written approval of the other Parties and any transfer or assignment which is made without such prior written approval shall constitute a breach of this Agreement.
| 12.11 | Reasonableness |
Each Party acknowledges and confirms that he has sought independent legal advice from professional legal advisors with regards to all the matters provided for in this Agreement and agrees that the provisions of this Agreement (including all documents entered into pursuant to this Agreement) are fair and reasonable and agrees that the failure to obtain such advice shall not be used as a defence to the enforcement of the terms, representations, warranties, covenants, undertakings, and conditions under this Agreement.
| 12.12 | Governing Law and Jurisdiction |
| 12.12.1 | This Agreement shall be governed by, and construed in accordance with, the laws of Malaysia. |
| 12.12.2 | The Parties irrevocably agree that the courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought in those courts and the Parties irrevocably submit to the jurisdiction of those courts. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
Schedule 1
The Particulars of the Sellers
No. |
Sellers | NRIC No. | Bank Account details | Number of Sale Shares (% of shareholdings) |
Purchase Consideration (RM) |
| 1. | Name: Lew Chee Hoong | Bank Account | 53,000 (26.5%) | RM244,178.55 | |
| Address: | No.: | ||||
| Email: | |||||
| 2. | Name: Wong Chee Lin | Bank Account | 46,000 (23%) | RM211,928.55 | |
| Address: | No.: | ||||
| Bank Name: | |||||
| Email: | |||||
| 3. | Name: Tan Pei Sze | Bank Account | 10,000 (5%) | RM46,071.45 | |
| Address: | No.: | ||||
| Bank Name: | |||||
| Email: | |||||
| 4. | Name: Michael Stephen | Bank Account | 30,000 (15%) | RM138,214.30 | |
| Ooi Liang Huat | No.: | ||||
| Address: | Bank Name: | ||||
| Email: | |||||
| 5. | Name: Chong Sian Leong | Bank Account | 1,000 (0.5%) | RM4,607.15 | |
| Address: | No.: | ||||
| Bank Name: | |||||
| Email: | |||||
| Total | 140,000 (70%) | RM645,000 | |||
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
Schedule 2
The Particulars of the Company
| (1) | Name of Company: | The Rise Bar & Cafe Sdn. Bhd. | ||||
| (2) | Registered number: | 202201033590 (1479287-H) | ||||
| (3) | Registered office: | Unit 1336, Suite-A, Lobby 7, Block A, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor | ||||
| (4) | Business Address: | Lot L1-2 First Floor, Megah Rise No. 3, Jalan SS24/9, 47301 Petaling Jaya, Selangor | ||||
| (5) |
Date and place of incorporation: |
9 September 2022, Malaysia | ||||
| (6) |
Issued share capital and number of issued shares: |
RM200,000.00 divided into 200,000 ordinary shares of RM1.00 each | ||||
| (7) | Registered shareholders and shares held: | No. | Name |
Number of Shares and Shareholding Percentage (%) |
||
| 1. | Wong Chee Lin | 46,000 (23%) | ||||
| 2. | Tan Pei Sze | 10,000 (5%) | ||||
| 3. |
Michael Stephen Ooi Liang Huat |
30,000 (15%) | ||||
| 4. | Lew Chee Hoong | 53,000 (26.5%) | ||||
| 5. | Chong Sian Leong | 1,000 (0.5%) | ||||
| 6. | Restoran Gardenz Sdn. Bhd. | 60,000 (30%) | ||||
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| (8) | Directors: |
|
| (9) | Secretary: |
|
| (10) | Nature of Business | Restaurants |
| (11) | Financial year end: | 31 December
|
| (12) | Auditors: |
|
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- 20 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
Schedule 3
Completion Obligations
| 1. | On the Completion Date, the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documents (collectively, the “Completion Deliverables”): |
| 1.1 | Original duly executed, valid and registrable, undated and unstamped share transfer forms as prescribed under Section 105 of the Act relating to the Sale Shares in favour of the Purchaser, together with the relevant original share certificates, if applicable, with respect to the Sale Shares and all information and documents which are necessary to enable the share transfer instruments to be submitted for assessment of stamp duty under the Stamp Act 1949 of Malaysia; |
| 1.2 | a certified true copy or original copy of the resolution passed by the board of directors of the Company: |
| 1.2.1 | approving the transfer of the relevant Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; |
| 1.2.2 | approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of all the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and |
| 1.2.3 | if it is the practice of the Company, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser (including the affixation of the common seal of the Company on such new share certificates) and delivery of the new share certificates in respect of the Sale Shares to the Purchaser and making of such other entries into the other corporate records of the Company and the notification(s) to the Companies Commission of Malaysia as may be necessary, and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; |
| 1.3 | any other documents which may be required by the Purchaser to vest the legal and beneficial interest in the Sale Shares to the Purchaser; |
| 1.4 | If requested by the Purchaser, certified true copy or original copy of the resolution passed by the board of directors of the Company approving the amending the amendment of the existing list of authorised signatories for the Company’s designated bank accounts, and granting authority to such persons as may be nominated by the Purchaser to act as co-signatories; |
| 1.5 | a confirmation in the form of the Company’s management accounts that all debts, loans, advances or liabilities of the Company in relation to any sums owing and remaining unpaid by the Company to the Sellers, former shareholder or director, former director of the Company and/or any persons connected with them shall, upon Completion, be assigned by the existing lenders to the Purchaser and Restoran Gardenz Sdn. Bhd. (as continuing shareholder) in proportion to their respective shareholdings in the Company as at Completion, with the Company remaining as the borrower; and |
| 1.6 | a list setting out the address at which the Records, common seals and cheque books are kept and the name of persons in charge of such documents and their contact details. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
Schedule 4
Sellers’ Warranties
| 1. | Accuracy and Adequacy of Information |
| 1.1 | The particulars contained in this Agreement are true and accurate and not misleading. |
| 1.2 | All information provided by the Sellers or the Company (or by any of their Representatives on behalf of the Sellers under their express instructions), to the Purchaser or his Representatives during the Due Diligence was or will be (as the case may be) when given, and remains true, complete and accurate and not misleading and the Sellers are not aware of any fact or matter or circumstances not disclosed to the Purchaser which renders any such information untrue, inaccurate or misleading. |
| 2. | Right, power, authority and action of the Sellers |
| 2.1 | The Sellers have the right, power, authority and capability and have taken all action necessary, to validly execute, deliver and exercise their rights, and perform their obligations, under this Agreement. |
| 2.2 | No Authorisation of any Governmental Authority is required for the execution and delivery by the Sellers of this Agreement or the consummation by the Sellers of the transaction contemplated hereby. |
| 2.3 | This Agreement when executed by the Sellers will constitute legal, valid and binding obligations of the Sellers enforceable in accordance with their terms. |
| 2.4 | The execution, delivery and performance of this Agreement by the Sellers do not and will not: |
| 2.4.1 | violate any provision of any law of any Governmental Authority or approvals binding on the Sellers and/or the Company or any of their property or assets; |
| 2.4.2 | conflict with, result in a breach of or constitute a default or give rise to any obligations under any provisions of the Company’s constitution or memorandum and articles of association, as the case may be; and/or |
| 2.4.3 | result in a breach of, or constitute a default or give rise to any obligations under any agreement, licence or instrument to which the Sellers and/or the Company are parties. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 3. | Corporate information |
| 3.1 | The Company |
The Company:
| 3.1.1 | has been duly incorporated, in good standing and is validly existing under the laws of Malaysia and has full power, authority and legal right to own its Assets and carry on the Business. The Company is not in receivership or liquidation, and it has taken no steps to enter liquidation and no petition has been presented for winding up of the Company; |
| 3.1.2 | has no legal or beneficial right in, and has not agreed to acquire, subscribe for or taken up, any shares or other securities in any companies, any units in any unit trust or any other ownership interests in any other entity (wherever incorporated); |
| 3.1.3 | does not have any branch, division, establishment or operations outside of Malaysia; or |
| 3.1.4 | does not have any share or option incentive schemes, profit sharing schemes, or employee share ownership or performance rights plan for any of its employees, directors, officers or consultants |
| 3.2 | The Sale Shares |
| 3.2.1 | The Sellers are the registered, legal and beneficial owners of the Sale Shares, free and clear of any Encumbrances whatsoever. |
| 3.2.2 | The Sellers have the absolute right to exercise all voting and other rights over the Sale Shares. |
| 3.2.3 | The Sellers are entitled to sell and transfer the full legal and beneficial interest in the Sale Shares to the Purchaser, without the need to obtain the consent or approval of any third party. |
| 3.2.4 | The Sale Shares have been properly and validly issued and allotted and are fully paid or credited as fully paid. |
| 3.2.5 | No third party has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer, of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of the Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption/ right of first offer or first refusal) and the Company has not made any offer that may result in any person having such a right. |
| 3.2.6 | There is no agreement or commitment to grant or create any Encumbrances over any of the Sale Shares and no person has or is entitled to assert any Claim or right to such Encumbrances. |
| 3.2.7 | Except for this Agreement, the Sellers have not entered into any agreement or arrangement with any person in respect of the Sale Shares or any of them. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 4. | Disclosure of Information |
All information contained in this Agreement and all other information in writing (whether legal, financial or otherwise) which has been or will be given by the Sellers to the Purchaser in the course of the negotiations leading to this Agreement was when given and is now as at the Effective Date, or when given after the Completion Date will be, true, complete and accurate in all respects and there is no fact, matter or circumstances not disclosed in writing to the Purchaser which renders any such information untrue, inaccurate or misleading or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the Sale Shares or the price at or terms upon which the Purchaser would be willing to purchase.
| 5. | Accounts |
| 5.1 | Latest Audited and Management Accounts |
| 5.1.1 | The latest audited including the auditors’ and the directors’ report, statement of financial position, statement of comprehensive income, relevant balance sheets, profits and loss accounts, cash flow statements and related notes, together with all documents which are or would be required by the applicable law to annexed to the accounts of the Company (“Accounts”) for the financial year ended 2024 (“FYE 23”) |
| (i) | have been (and shall have been) prepared in accordance with applicable law and in accordance with the accounting principles, standards and practices generally accepted in Malaysia; |
| (ii) | have been prepared on a basis consistent with that adopted in preparing the Accounts for the previous three (3) years; |
| (iii) | whenever legally required, have been audited by an appropriately qualified auditor who was given an auditor’s certificate without qualification; |
| (iv) | correctly state the assets and liabilities of the Company and provide a true and fair view of the assets, liabilities and state of affairs of the Company at the relevant accounting date and of the income, expenses and operational results (including profits or losses) of the Company for the period concerned; |
| (v) | contain either provisions adequate to cover, or full particulars in notes of, all Taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of the Company; |
| (vi) | are not affected by any unusual or non-recurring items or personal item (not related to the Business) or any other factor that might make the financial position or operational results of the Company disclosed in the Accounts misleading or deceptive; |
| (vii) | make full provision for depreciation of the fixed assets of the Company having regard to their original cost and estimated life; and |
| (viii) | whenever legal required, have been duly filed in accordance with applicable law. |
- 24 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 5.1.2 | All financial records of the Company have been properly maintained and constitute an accurate record of all matters which ought to appear in them and, where required by law, have been duly filed. The Company has complied with applicable statutory accounting requirements including the requirements with respect to accounting for taxation, based on generally accepted accounting principles in Malaysia. |
| 5.2 | Book Debts |
| 5.2.1 | The debts, amounts receivables included or shown in the Accounts have been recorded by the Company in accordance with the laws and generally accepted accounting principles in Malaysia; and |
| 5.2.2 | All debts (including trade receivables) owing to the Company at the date of this Agreement will be collected in the ordinary course of collection within one hundred and eighty (180) days of their respective due dates, with no additional costs to the Company. |
| 5.3 | Position since the date of this Agreement |
Since the date of this Agreement, with regards to the Company:
| 5.3.1 | the Business has been carried on as a going concern in the ordinary course of business without any interruption or alteration in its nature, scope or manner; |
| 5.3.2 | no material capital commitments have been entered into by or are binding on the Company; |
| 5.3.3 | the Company has not issued or allotted or agreed to issue or allot any share capital or any other security giving rise to a right over its capital; |
| 5.3.4 | the Company has not redeemed or purchased or agreed to redeem or purchase any of its share capital; |
| 5.3.5 | the Company has not incurred any additional borrowings or incurred any other Indebtedness for borrowed monies except Indebtedness made in connection with trade-related purpose in the ordinary course of business; |
| 5.3.6 | there has been no disposal of any Asset or creation of Encumbrances over any Assets; |
| 5.3.7 | the Company has not acquired or disposed of or agreed to acquire or dispose of any immovable real properties (whether land, or any interests therein) nor will the Company acquire or dispose of or agree to acquire or dispose of, any such immovable properties; |
| 5.3.8 | the Company has not entered into any unusual contract or commitment or otherwise departed from its ordinary course of business; |
| 5.3.9 | no contract, commitment or arrangement has been made or entered into between the Company and the Sellers and/or their Related Person; |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 5.3.10 | no event has occurred which would entitle any third Party (with or without the giving of notice) to call for the repayment of Indebtedness of the Company prior to the normal maturity date; and |
| 5.3.11 | the Company has not made any changes in any method of accounting or accounting practice and it has not changed its accounting reference period; |
| 5.3.12 | there has been no material increase or decrease in the levels of debtors, creditors or inventory or in the average collection or payment periods for debtors and creditors of the Company and: |
| (i) | the Company has not materially defaulted in paying any creditor by the due date for payment; |
| (ii) | no debt owing to the Company has been released or settled for an amount less than its full amount. |
| 5.4 | Management Accounts |
The Management Accounts of the Company from the FYE 23 until the date of this Agreement:
| 5.4.1 | have been prepared in accordance with applicable laws; |
| 5.4.2 | have been prepared on a basis consistent with that employed in preparing the Accounts, in all respects; and |
| 5.4.3 | fairly present of the Assets, liabilities (including all contingent liabilities), income and expenses of the Company and are not misleading or deceptive in any respect having regard to the basis of preparation and the purpose for which they were prepared. |
| 5.5 | Contingent Liabilities |
There are no actual or contingent liabilities of the Company, or unascertained claims against the Company (including contractual commitments) which could materially and adversely affect the value of the Business
| 6. | Financial Obligations |
| 6.1 | Financial Facilities and Guarantees |
| 6.1.1 | There are no loans, guarantees, indemnities, suretyships, letter of comforts, encumbrances or unusual liabilities (whether or not legally binding) given, made or incurred by or on behalf of the Company (and, in particular, no loans have been made by or on behalf of the Company to any directors or shareholders of the Company) and no director or other person has given any guarantee of or security for any financial or other obligation of the Company. |
- 26 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 6.1.2 | The Company has not borrowed or raised any money or taken any financial facility, nor has it agreed to repay any loan capital. |
| 6.1.3 | The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other similar entity. The execution and compliance with the terms of this Agreement does not and will not result in any grant, subsidy or financial assistance from any government department or other similar entity becoming repayable. |
| 6.2 | Off-Balance Sheet Financing |
The Company does not have outstanding any loan capital, nor has it factored, discounted or securitised any of its receivables, nor has it engaged in any financing of a type which would not be required to be shown or reflected in the Accounts.
| 6.3 | No Undisclosed Liabilities |
The Company has no liabilities, obligations or contingencies of any kind, whether absolute, contingent, unaccrued, asserted or unasserted, or otherwise.
| 6.4 | Debts and Credit Arrangements |
None of the Indebtedness receivable or due to the Company which is (or will be) included in the Accounts or which have subsequently arisen:
| 6.4.1 | has been outstanding for more than three (3) months from its due date for payment; or |
| 6.4.2 | has been released on terms that the debtor has paid less than the full value of his debt, |
and all such debts have realised or will realise in the normal course of collection their full value as included in the Accounts or in the books of the Company after taking into account the provision for bad and doubtful debts made in the Accounts. For the avoidance of doubt, a debt shall not be regarded as realising its full value to the extent that it is paid, received or otherwise recovered in circumstances in which such payment, receipt or recovery is or may be void, voidable or otherwise liable to be reclaimed or set aside.
| 6.5 | Management Account |
The Company has paid all its creditors or suppliers within the credit periods normally applied by the Company to such creditors (and no earlier). In this regard, as of the date of this Agreement, the Company has not received any notice or claims from any of its suppliers or creditors demanding payment of any trade payables or money relating to any credit arrangements entered between the Company and the relevant suppliers or creditors in connection with the course of Business of the Company, indicating that such credit arrangements will become payable on demand, be written off or reduced or altered to the disadvantage of the Company. There are no circumstances that currently exist that would give rise to any such notice.
- 27 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 6.6 | Derivative transactions |
The Company has no outstanding obligations in respect of a derivative transaction including any foreign exchange transaction.
| 7. | Commercial |
| 7.1 | Assets |
| 7.1.1 | The Company is the sole legal and beneficial owner at the date of this Agreement of all the Assets included in the Accounts or acquired by the Company since FYE 23. |
| 7.1.2 | The Assets and any additions thereto made since the date of this Agreement are the sole and absolute property of and held by the Company free from Encumbrances (including any hire purchase agreements, credit sale agreements or agreements for payment on deferred terms or bills of sale) and are fit for purpose, in good repair and condition (fair wear and tear excepted) and in good working order, have been regularly and properly maintained and do not require any exceptional capital expenditures for the carrying on of the Business of the Company. |
| 7.1.3 | The Company has good and marketable title thereto and all such Assets are in the possession or under the control of the Company and, where as disclosed in the Accounts that any such Assets have been disposed of, they have not been disposed of at less than book value. |
| 7.1.4 | There are no outstanding options, licenses, agreements or rights of any kind granted by the Sellers to any current employee or former employee, or any third party in respect of the Assets. |
| 7.2 | Inventory |
| 7.2.1 | Each item of the inventory: |
| (i) | is of saleable quality and fit to be used for its intended purpose; |
| (ii) | is not dangerous, inefficient, obsolete or in need of renewal or replacement; |
| (iii) | complies with all laws and representations made by the Company, whether express, implied, by statute or otherwise. |
| 7.2.2 | There are no known defects, damages, contaminants or impairments in the inventory, nor any items deemed unsellable in the normal course of business, that would materially affect its value or marketability. |
| 7.2.3 | The inventory valuation methods used are consistent with the accounting principles, standards and practices adopted in preparation of the Accounts. |
| 7.2.4 | The Company conducts regular and accurate inventory counts and maintain proper records, including inventory reports and reconciliation statements. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 8. | Capital Commitments and Contractual Agreements |
| 8.1 | Capital Commitments |
There are no capital commitments entered into or proposed by the Company or are there any Indebtedness owed by any of the Company.
| 8.2 | Contracts |
| 8.2.1 | The Company is not a party to or subject to any contract, transaction, arrangement, understanding, obligation or liability which: |
| (a) | is of an unusual or abnormal nature or not on an arm’s length basis in the ordinary course of business; |
| (b) | cannot readily be fulfilled or performed on time without undue, or unusual, expenditure of money or effort; |
| (c) | involves payment by reference to fluctuations in the index of retail prices, or any other index, or in the rate of exchange for any currency; |
| (d) | restricts its freedom to carry on its business in any part of the world in such manner as it thinks fit; |
| (e) | establishes any agency, distributorship, marketing, purchasing, manufacturing or licensing or other arrangement which restricts or limits the ability of the Company to undertake any activity in any place; or |
| (f) | involves, or is likely to involve, obligations or liabilities, which by reason of their nature or magnitude, ought reasonably to be made known to an intending Purchaser of the Sale Shares, |
and the Company has not made or received any offer or proposal that remains open for acceptance and if accepted would result in the Company being party to any arrangement or agreement under Paragraphs 8.2.1(a) - (f)) of this Schedule 4 .
| 8.2.2 | There are no agreements concerning the Company which can be terminated or which have been terminated or under which the rights of any person are liable to be affected as a result of a change in control or shareholding or ownership of the Company or in the composition of the board of directors of the relevant Company. |
| 8.3 | Joint Ventures, Partnerships etc. |
The Company is not, and has not agreed to become a member of any joint venture, consortium, partnership or other unincorporated association; and the Company is not, and has not agreed to become, a party to any agreement or arrangement for participating with others in any business sharing commissions or other income.
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 8.4 | Agreements with Related Parties etc. |
| 8.4.1 | There are no Indebtedness being incurred (actual or contingent) nor any indemnity, guarantee or security arrangement between the Company and any current or former employee or current or former director of the Company or a current or former related party1 of the Company. |
| 8.4.2 | There are no existing contracts, arrangements or understandings whether legally binding or not between, on the one hand, the Company and, on the other hand, the Sellers or any current or former related party of the Company. |
| 8.4.3 | The Company has not been a party to any contract, arrangement or understanding with any current or former employee or current or former director of any Company or any current or former related party of any Company, or in which any such person is interested (whether directly or indirectly). |
| 8.5 | Effect of Sale and Purchase of the Sale Shares |
Neither entering into, nor compliance with, this Agreement nor Completion will, or is likely to result in a breach or cancellation of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any contract or arrangement to which the Company is a party or by which the Company or its property or assets may be bound or affected or violate any laws or any order, writ, injunction or decree of any Governmental Authority affecting the Company.
| 1 | For the purposes of this Agreement, “related party” means a person connected with a director or former director, or substantial shareholder or former substantial shareholder of the relevant Company, within the meaning set out in the Company Act 2016. Section 197(1) of the Company Act 2016 provides that: |
“A person shall be deemed to be connected with a director if the person is –
| (a) | a member of the director’s family; |
| (b) | a body corporate which is associated with that director; |
| (c) | a trustee of a trust, other than a trustee for an employee share scheme or pension scheme, under which that director or a member of the director’s family is a beneficiary; or |
| (d) | a partner of that director or a partner of a person connected with that director.” |
Further, Section 197(2) of the Company Act 2016 provides that:
| “ | (a) “a member of the director’s family” means the director’s spouse, parent, child, including adopted child and stepchild, brother, sister and the spouse of the director’s child, brother or sister; |
| (b) | a body corporate is associated with a director if — |
| (i) | the body corporate is accustomed or is under an obligation, whether formal or informal, or the majority of directors of the body corporate is accustomed, to act in accordance with the directions, instructions or wishes of that director; |
| (ii) | that director has a controlling interest in the body corporate; or |
| (iii) | that director, or persons connected with that director, or that director and persons connected with him, are entitled to exercise, or control the exercise of, not less than twenty per centum of the votes attached to voting shares in the body corporate.” |
“person connected with a substantial shareholder” shall have the same meaning ascribed to a “person connected with a director” save that all references therein to a director shall be read as a reference to a substantial shareholder.
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 9. | Real Estate and Property |
| 9.1 | Real Property |
The Company does not own or otherwise have an interest in any immovable real properties whether located within or outside of Malaysia.
| 9.2 | Lease / Tenancy |
| 9.3 | Lease / Tenancy |
| 9.3.1 | The tenanted premises used in connection with the Business and the Company are occupied solely in accordance with the Tenancy Agreement, which is the only tenancy entered into by the Company, and there is no material subsisting breach or any non-compliance by the Company with any covenant, condition or agreement contained therein. In relation to the Tenancy Agreement: |
| (i) | the landlord has not refused to accept rent or made any complaint or objection and the receipt for the payment of rent which fell due immediately prior to the date of this Agreement is unqualified; |
| (ii) | there are no restrictions in the tenancy which prevent the property from being used now or in the future for the present use; |
| (iii) | the property is being used in accordance with agreed usage as set out in the Tenancy Agreement; |
| (iv) | the tenancy is not expressed to be subject to any right of re-entry or re-possession on other ground except non-payment of rent or breach of covenant by the tenant. |
| (v) | there is no right for the landlord to determine the tenancy before the expiry of the contractual term except non-payment of rent, default or breach of covenant by the tenant; |
| (vi) | no alterations have been made to the property at the expense of the Sellers and/or the Company without all necessary consents and approvals and all such alterations to the property are to be disregarded on rent reviews and do not have to be reinstated at the expiry of the term of the tenancy; |
| (vii) | the tenant can assign or underlet the whole of the property subject only to obtaining the landlord’s consent (such consent not to be unreasonably withheld whether expressly or by statute). |
| (viii) | all steps in rent reviews have been duly taken and no rent reviews are or should be currently under negotiation, or the subject of a reference to an expert or arbitrator or the courts. |
| (ix) | the termination of the tenancy shall be made in accordance with the terms of the Tenancy Agreement or in a manner mutually agreed in writing between the tenant and the landlord. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 10. | Legal Matters |
| 10.1 | Compliance with Laws |
| 10.1.1 | The Company has carried on its business in accordance with all applicable laws (including those relevant to the relations between the Company and its employees, personal data protection and anti-corruption) and there is no investigation, disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any Governmental Authority outstanding or anticipated against any of the Company which may have an adverse effect on the Company. |
| 10.1.2 | The Company has not received any notice or other communication (official or otherwise) from any Governmental Authority with respect to an alleged, actual or potential violation and/or failure to comply with any such applicable law, or requiring the Company to take or omit any action. |
| 10.2 | Licences and Consents |
| 10.2.1 | All Authorisation necessary for the carrying on of the Business by the Company have been obtained, and are not subject to onerous conditions, are in full force and effect, and have been and are being complied with in all material respects. |
| 10.2.2 | There is no investigation, enquiry or proceeding outstanding or anticipated which is likely to result in the suspension, cancellation, modification or revocation of any Authorisation. |
| 10.2.3 | None of the Authorisation has been breached or is likely to be suspended, modified or revoked or not renewed (whether as a result of the entry into or completion of this Agreement or otherwise). Further, there are no factors that might in any way prejudice the continuance or renewal of any Authorisation. |
| 10.3 | Litigation |
| 10.3.1 | The Company is not involved whether as plaintiff or defendant or otherwise engaged in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration or are being prosecuted for any criminal offence and there are no such claims, legal actions, proceedings, suits, litigations, prosecutions, investigations, enquiries, mediations or arbitrations pending or threatened by or against the Company. |
| 10.3.2 | Neither the Sellers nor the Company, nor any of the properties, assets or operations which it owns or in which it is interested, is subject to any continuing injunction, judgement or order of any court, arbitrator, Governmental Authority, nor in default under any order, licence, regulation or demand of any Governmental Authority or with respect to any order, suit, injunction or decree of any court. |
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Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 10.3.3 | There are no investigations, disciplinary proceedings or other circumstances likely to lead to any such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration involving the Company in any respect. |
| 10.3.4 | There is no act or omission of the Company which have occurred which would entitle the Government of Malaysia or any Governmental Authority to commence an action against the Company, and there is no order, decree or judgment of any court or any Governmental Authority of Malaysia against the Company. |
| 10.4 | Insolvency etc. |
| 10.4.1 | No application or order has been made or petition presented, or resolution passed or meeting convened for the winding up of the Company, nor has any distress, execution or other process been levied against the Company. |
| 10.4.2 | The Company is not insolvent and no receiver and/or manager, special administrator, trustee or any other similar officer has been appointed over any asset or undertaking of the Company and no such appointment has been threatened. |
| 10.4.3 | The Company is not in liquidation and no proceedings have been brought or threatened for the purpose of winding up of the Company. |
| 10.4.4 | There are no facts, matters or circumstances which exist that will give any person the right to apply to liquidate or wind up the Company. |
| 10.4.5 | No composition in satisfaction of the debts of the Company, or scheme of arrangement of its affairs, or compromise or arrangement between it and its creditors and/or members or any class of its creditors and/or members, has been proposed, sanctioned or approved. |
| 11. | Insurance |
| 11.1 | Coverage |
| 11.1.1 | All Assets which are capable of being insured have at all material times been insured with a reputable and duly authorised insurer, and on terms usually or prudently maintained by any person holding assets the same as or similar to those held by the Company or performing a business activity the same or similar to any business activity performed by the Company. |
| 11.1.2 | The Company has at all material times been and is adequately covered against accident, physical loss or damage, third party liability (including product liability), and other risks normally covered by insurance by such companies. |
- 33 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 11.2 | Details of Insurance Policies |
In respect of all the insurance policies held by the Company in the ordinary course of business:
| 11.2.1 | all the policies are current, in full force and effect; |
| 11.2.2 | are legal, valid and binding obligation enforceable according to its terms; |
| 11.2.3 | no act, omission, breach, misrepresentation or non-disclosure by or on behalf of the Company has occurred which makes any of these policies void, voidable or unenforceable, or would entitle insurers to decline to pay all or any part of any claim made under the insurance policies or to terminate any such policy; |
| 11.2.4 | there are no special or unusual limits, terms, exclusions or restrictions in any of the insurance policies; |
| 11.2.5 | the premiums payable are not in excess of the normal rates and no circumstances exist which are likely to give rise to any increase in premiums; and |
| 11.2.6 | such insurance policies permit the Company to make claims against the policies after Completion in respect of the insured period before Completion. |
| 11.3 | Insurance Claims |
| 11.3.1 | There is no claim outstanding under any policy of insurance held by or for the benefit of the Company and no circumstance exists that is likely to give rise to such a claim. |
| 11.3.2 | No claim under any policy of insurance held by or for the benefit of the Company has been refused or settled below the amount claimed. |
| 11.4 | Contracts affecting insurance coverage |
The Company is not a party to any contract or arrangement under which:
| 11.4.1 | it has agreed to limit its ability to claim for breach of warranty or other contractual obligation in a way that might affect the rights of subrogation of any insurer; or |
| 11.4.2 | it has assumed a liability to indemnify any other person in respect of any liability for which it would not have been liable in the absence of that contract or arrangement. |
| 11.5 | Insurer’s notice |
The Company has not been notified by any insurer that it must carry out any maintenance, repair or work on its Assets.
- 34 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 12. | Taxation Matters |
| 12.1 | Returns, Information and Clearances |
| 12.1.1 | All returns, computations and notices which are or have been required to be made or given by the Company for any Taxation purpose (a) has been made or given within the requisite periods and on a proper basis and are up-to-date and (b) it is, or is likely to be, the subject of any dispute with the Inland Revenue Board of Malaysia or any Tax Authority. |
| 12.1.2 | All information required to be provided to the applicable Tax Authority has been provided within the requisite period and is accurate. |
| 12.1.3 | There are no liability (whether accrued, contingent or future) to any Taxation in respect of which a claim could be made in respect of the Company and there are no circumstances likely to give rise to such a liability and in particular (but without limitation) there exists no grounds for any claim for any Taxation against the Company under the provisions of any law relating to Taxation or whereby the Company may be held liable for any Taxation chargeable against any other person. |
| 12.1.4 | The Company is not involved in any dispute with the Inland Revenue Board or any Tax Authority concerning any matter likely to affect in any way the liability (whether accrued, contingent or future) of the Company to any Taxation or other sums imposed, charged, levied or payable under the provisions of any law relating to Taxation. |
| 12.2 | Compliance with Laws in relation to Taxation |
The Company has complied with and are in compliance with all applicable laws in relation to Taxation.
| 12.3 | Penalties and Interest |
| 12.3.1 | The Company has paid all Taxation for which it is liable to account to the relevant Tax Authority on the due date for payment thereof and is under no liability to pay any penalty or interest in connection therewith. |
| 12.3.2 | The Company has not nor has any director or officer of the Company paid, or become liable to pay, any fine, penalty or interest charged by virtue of any statutory provision relating to Taxation of the Company. |
| 12.4 | Taxation Claims, Liabilities and Reliefs |
| 12.4.1 | The Company has not nor will it become liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or amounts corresponding thereto) in consequence of the failure by it or any other person to discharge that Taxation within any specified period or otherwise, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) prior to the Completion Date. |
- 35 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
| 12.4.2 | The Company has not been the subject of an investigation, discovery or access order by or involving any Tax Authority and there are no circumstances existing which make it likely that an investigation, discovery or order will be made. |
| 12.4.3 | No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time after the Completion Date. |
| 12.4.4 | The Company does not own nor have agreed to acquire, any asset, nor have received or agreed to receive any services or facilities (including the benefit of any licences or agreements), the consideration for the acquisition or provision of which was or will be in excess of its market value, or otherwise than on an arm’s length basis. |
| 12.4.5 | The Company has not disposed nor have agreed to dispose of any asset, nor has provided or agreed to provide any services or facilities (including the benefit of any licences or agreements), the consideration for the disposal or provision of which was or will be less than its market value, or otherwise than on an arm’s length basis. |
| 12.4.6 | The Company has not incurred a loss on the disposal or deemed disposal of any asset in relation to which their ability to set the whole of that loss against any chargeable gain arising in the same or a later accounting period is or may be restricted or excluded. |
| 12.4.7 | No asset owned by the Company has at any time since their acquisition by the Company been subjected to a reduction in value such that any allowable loss arising on their disposal are likely to be reduced or eliminated or any chargeable gain arising on their disposal is likely to be increased. |
| 12.5 | Deductions / Collections from Payments |
The Company has complied in all respects with all statutory provisions relating to Taxation and where applicable has required the deduction of Tax from any payment made by it or has collected the required Tax for any payment received by it, and has properly accounted for any such Tax which ought to have been accounted for.
| 12.6 | Anti-Avoidance Provisions |
The Company has not since their incorporation or registration engaged in, or been a party to, any transaction or series of transactions or scheme or arrangement of which the main purpose, or one of the main purposes, was or could be said to be the avoidance of, or deferral of or a reduction in the liability to, Taxation.
| 12.7 | Stamp Duty |
| 12.7.1 | All documents to which the Company is a party or which form part of the Company’s title to any asset owned or possessed by it or which it may need to enforce or produce in evidence in the courts of Malaysia have been (where appropriate) adjudicated and duly stamped. |
| 12.7.2 | No relief or exemption from stamp duty has been improperly obtained, nor has any event occurred as a result of which any such duty from which the Company has obtained relief, has become payable. |
| 12.7.3 | Neither the entering into this Agreement nor Completion will affect or result in the withdrawal or revocation of any stamp duty relief or exemption granted to the Company on or before the Completion Date. |
| 13. | Miscellaneous |
| 13.1 | None of the Representatives or other persons acting on behalf of the Sellers have used the Assets for any illegal activities including but not limited to any bribery, corruption or illegal political contributions. |
[the remainder of this page is intentionally left blank]
- 36 -
Share Purchase Agreement
in relation to the sale and purchase of 70% of the issued and paid-up share capital
of The Rise Bar & Cafe Sdn. Bhd.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
| THE SELLERS | |||
| SIGNED by | ) | ||
| TAN PEI SZE | ) | ||
| (NRIC No. ) | ) | ||
| ) | /s/ Tan Pei Sze | ||
| ) | TAN PEI SZE | ||
| SIGNED by | ) | ||
| MICHAEL STEPHEN OOI LIANG HUAT | ) | ||
| (NRIC No. ) | ) | ||
| ) | /s/ Michael Stephen OOI Liang Huat | ||
| ) | MICHAEL STEPHEN OOI LIANG HUAT | ||
| SIGNED by | ) | ||
| LEW CHEE HOONG | ) | ||
| (NRIC No. ) | ) | ||
| ) | /s/ Lew Chee Hoong | ||
| ) | LEW CHEE HOONG | ||
| SIGNED by | ) | ||
| CHONG SIAN LEONG | ) | ||
| (NRIC No. ) | ) | ||
| ) | /s/ Chong Sian Leong | ||
| ) | CHONG SIAN LEONG | ||
| SIGNED by | ) | ||
| WONG CHEE LIN | ) | ||
| (NRIC No. ) | ) | ||
| ) | /s/ Wong Chee Lin | ||
| ) | WONG CHEE LIN |
| THE PURCHASER | |
| SIGNED by | |
| WF Venture Ltd. | |
| /s/ Ho Phei Yen | |
| Name: Ho Phei Yen | |
| NRIC No.: | |
| Designation: Director | |
| For and on behalf of | |
| WF Venture Ltd | |
| Registration No.: 2170485 |
- 37 -
Exhibit 4.3
TABLE OF CONTENTS
| Contents | Page | |||
| 1. | Interpretation and Definitions | 1 | ||
| 2. | Agreement to Sell the Sale Shares | 7 | ||
| 3. | Consideration and Payment | 8 | ||
| 4. | Condition Precedent | 8 | ||
| 5. | Completion | 10 | ||
| 6. | Representations and Warranties | 11 | ||
| 7. | General Indemnity and Specific Tax Indemnities | 12 | ||
| 8. | Termination and Consequences of Termination | 13 | ||
| 9. | Confidentiality | 14 | ||
| 10. | Notices | 14 | ||
| 11. | Costs and Expenses | 15 | ||
| 12. | General | 15 | ||
| Schedule 1 | The Particulars of the Company | 18 | ||
| Schedule 2 | Completion Obligations | 20 | ||
| Schedule 3 | Seller’s Warranties | 21 | ||
- i -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
THIS AGREEMENT is made on 10 June 2025 between:
| (1) | LEW CHEE HOONG (NRIC No. 750722-14-5459), a Malaysian national whose principal place of residence is at No. 18, Lorong Burhanuddin Helmi 3, Taman Tun Dr Ismail, 60000 W.P. Kuala Lumpur (the “Seller”); |
| (2) | WF Venture Ltd (Registration No. 2170485), a private company limited by shares incorporated under the laws of British Virgin Islands and having its business address at Lot 3893, Jalan 4D, Kampung Baru Subang, 40150 Shah Alam Selangor (the “Purchaser”). |
WHEREAS:
| (A) | Restoran Gardenz Sdn. Bhd. (Registration No. 199501007823 (337021-V)), (“Company”) is a private company limited by shares, the particulars of which are set out in Schedule 1 |
| (B) | The Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, thirty five per cent (35%) of the issued and paid-up share capital of the Company, comprising four hundred seventy two thousand and five hundred (472,500) ordinary shares (“Sale Shares”), subject to the terms and conditions of this Agreement. |
IT IS AGREED as follows:
| 1. | Interpretation and Definitions |
| 1.1 | In this Agreement, the following words and expressions, unless the context otherwise requires, shall have the following meanings respectively ascribed to them: |
“Accounts” shall have the meaning ascribed to it in Paragraph 5.1.1 of Schedule 3 ;
“Act” means the Companies Act 2016 of Malaysia;
“Agreement” means this share purchase agreement;
“Assets” means all assets, properties, equipment, and machineries whether owned, leased or otherwise held by the Company or exclusively used in the Business, including but not limited to tangible and intangible assets, whether acquired through direct ownership, financing arrangements or operating leases, as well as any rights, interests or entitlements associated with such assets;
“Authorisation” means any licence, permit, approval, consent, order, warrant, confirmation, permission, registration, accreditation, certification, waiver, privilege, acknowledgement, agreement, concession, or other authorisation required from, or given, provided or issued by any Governmental Authority or any other person;
“Business” means the business of the Company, the details of which is as set out in Paragraph (10) of Schedule 1 .
”Business Day” means a day which is not a Saturday, a Sunday or a public holiday in Kuala Lumpur, Malaysia;
- 1 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
“Claims” shall have the meaning ascribed to it in Clause 7.1, and “Claim” means any one of the Claims;
“Company” means Restoran Gardenz Sdn. Bhd. (Registration No. 199501007823 (337021-V)), further details of which are as set out in Schedule 1 ;
“Completion” means the completion of the sale and purchase of the Sale Shares pursuant to Clause 4;
“Completion Date” means such date to be mutually agreed between the Parties which shall be no later than thirty (30) Business Days from the Unconditional Date, or such later date to be mutually agreed between the Parties in writing, upon which Completion shall take place;
“Completion Deliverables” shall have the meaning ascribed to it in Schedule 2 ;
“Conditional Period” means a period commencing from the Effective Date and expiring one (1) month after the date of this Agreement or such other further extended period as may be mutually agreed by the Parties in writing;
“Condition Precedent” and “Conditions Precedent” shall have the meanings ascribed to them in Clause 4.1;
“Confidential Information” shall have the meaning ascribed to it in Clause 9.1;
“Due Diligence Exercise” means the legal, financial and tax due diligence on the Company conducted by the Purchaser and/or its Representatives prior to the Effective Date;
“Effective Date” means the date of this Agreement;
“Encumbrances” means any form of legal or equitable security interests or other encumbrance of any kind, whether for purposes of securing or conferring any priority of payment in respect of any obligation of any person or otherwise, including:
| (a) | any mortgage, charge (whether fixed or floating), pledge, lien (whether for costs or to an unpaid seller or otherwise), hypothecation, restrictive covenant, or other encumbrance over or affecting an asset (including the Sale Shares); |
| (b) | a caveat, garnishee order, writ of execution, right of set off, assignment by way of security, deposit of money by way of security or monetary claim affecting the asset (including the Sale Shares); |
| (c) | a preferential interest, trust (whether for securing money or otherwise), title retention arrangement or any adverse claims as to title, or other estate, interest, claim or agreement, arrangement or obligation to create any of the foregoing; |
| (d) | a right, including a contractual right, an option, a power of sale, a right of first refusal or transfer, a right of pre-emption or other right, to acquire the asset or to restrain any person from acquiring the asset (including the Sale Shares); |
- 2 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| (e) | an assignment of rights (including voting, dividend, and/or sale right) arising under the asset (including the Sale Shares); |
| (f) | a right, including a lease, licence or other right, to occupy or use the asset (including the Sale Shares); |
| (g) | an agreement to grant, create or register any of the foregoing or to allow any of the foregoing to exist; or |
| (h) | any other security interest of any kind, whether based on agreement or undertaking or arising by the operation of law or otherwise or any other arrangement or right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under the law, or having the same legal or economic effect as any of the foregoing or any agreement to create any of the foregoing; |
“FYE 23” shall have the meaning ascribed to it in Paragraph 5.1 of Schedule 3;
“Governmental Authority” means any relevant governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or Tax Authority or anybody entitled to exercise executive power or power of any nature or body or other organisation to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organisation have the force of law in any part of the world;
“Indebtedness” means, without duplication, all debts and liabilities of the Company, including (a) all indebtedness for borrowed money, (b) all indebtedness for the deferred purchase price of property or services, for the avoidance of doubt, this include hire purchase payables, (c) all obligations evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations under leases that have been or should be recorded as capital leases, (f) all reimbursement, payment or similar obligations, contingent or otherwise, under acceptance, letter of credit or similar facilities, and (g) any liability of others described in items (a) through (f) above that the person has guaranteed or that is otherwise its legal liability, and including in items (a) through (e) above any accrued and unpaid interest or penalties thereon;
“Purchase Consideration” shall have the meaning ascribed to it in Clause 3.1;
“Purchaser” means WF Venture Ltd (Registration No. 2170485), a private company limited by shares incorporated under the laws of British Virgin Islands and having its business address at Lot 3893, Jalan 4D, Kampung Baru Subang, 40150 Shah Alam, Selangor;
- 3 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
“Records” means all original and copies, as the case may be, in machine readable or printed form, of all information, books, files, records, reports, correspondence, documents and other material of or used in respect of or relating to the Company in whatever form recorded, stored or embodied, including:
| (a) | statutory books and registers, minute books, financial and books of account, trading and financial records, employee records, Tax returns and related correspondence; |
| (b) | list of all distributors and suppliers of the Company, including price lists and pricing models; |
| (c) | title deeds and other documents of title; |
| (d) | original and copies of all contracts and Authorisations; and |
| (e) | other secretarial documents maintained or kept by the Company; |
“Related Person” means
| (a) | his spouse, children, spouse’s children, parents, siblings, uncles, aunts, cousins, grandchildren, children of siblings and close relatives (collectively referred to as “Family” in sub-clauses (b) and (c) below); |
| (b) | the trustees or nominees, acting in their capacity as such trustees or nominees, of any trust or nominee arrangement of which he and/or any of his Family is a beneficiary or beneficial owner; and |
| (c) | any person in the equity capital of which he and/or his Family, and/or any of the trustees or nominees referred to in sub-paragraph (b) above, acting in their capacity as trustees or nominees, taken together, directly or indirectly, controls; |
“Representatives” means, in relation to a Party, its directors, employees, officers, staffs, agents, contractors, consultants, advisers, attorneys or other representatives;
“RHB LO” shall have the meaning ascribed to it in Clause 4.1.1;
“Ringgit Malaysia” and the sign “RM” mean the lawful currency of Malaysia;
“Sale Shares” shall have the meaning ascribed to it in Recital (B);
“Seller” means LEW CHEE HOONG (NRIC No. 750722-14-5459), a Malaysian national whose principal place of residence is at ;
“Seller’s Warranties” means the warranties and representations given by the Seller set out in Clause 6.2 and Schedule 3, and “Seller’s Warranty” means any one of them;
“Surviving Provisions” means Clauses 1 (Interpretation and Definitions), 7 (General Indemnity and Specific Tax Indemnities), 9 (Confidentiality) and 12 (General);
- 4 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;
“Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all fines, penalties, charges, costs and interest relating thereto;
“Tenancy Agreements” means the (i) tenancy agreement dated 1 April 2025entered into between the Company and Bina T.P.M. Sdn. Bhd. for the rental of the demised premises as set out in Paragraph (4) of Schedule 1
“Unconditional Date” means such date upon which the Conditions Precedent are fully fulfilled/ satisfied, as the Purchaser shall confirm in writing to the Seller, or where the Conditions Precedent are waived by the Purchaser in writing to the Seller in accordance with this Agreement, whichever is earlier.
| 1.2 | In this Agreement: |
| 1.2.1 | unless the context requires otherwise, a reference to: |
| (i) | a gender shall include the other genders and references to the singular shall include the plural and vice versa; |
| (ii) | natural persons shall include bodies corporate and vice versa; |
| (iii) | this Agreement includes any recitals, schedules to it and references to Clauses, Recitals, Schedules, are to the clauses and recitals of, and schedules to, this Agreement. References to Paragraphs are to paragraphs of the Schedules; |
| (iv) | a person (which for the purposes of this Agreement means any individual, corporation, partnership, association, limited liability company, trust, Governmental Authority or other entity or organisation (whether or not having a separate legal personality) shall include its successors in title; |
| (v) | a “Party” is to a party to this Agreement, and “Parties” shall be construed accordingly; |
| (vi) | a “day”, “week”, “month” or “year” is a reference to a day, week, month or year respectively in the Gregorian calendar; |
| (vii) | this Agreement or any other document or any specified provision of this Agreement or any other document are to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement or that document or, as the case may be, with the agreement of the relevant parties; and |
- 5 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| (viii) | a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it whether before or after the Effective Date so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to the Effective Date and (so far as liability thereunder may exist or can arise) shall also include any past statutory enactment or provision or regulation (as from time to time modified or re-enacted) which such enactment or provision or regulation has directly or indirectly replaced; |
| 1.2.2 | headings and underlinings are inserted for convenience only and shall not affect the interpretation of this Agreement; |
| 1.2.3 | references to “law” shall mean its ordinary meaning, and shall include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, decrees, directions, directives, and orders of any Governmental Authority; |
| 1.2.4 | references to “payment”, or cognate expressions, include payments made in cash or by way of cheques upon clearance (drawn on a bank or financial institution licensed to carry on banking business under the provisions of the Financial Services Act 2013 or Islamic Financial Services Act 2013, as the case may be) or effected through inter-bank transfers to the account of the payee, giving the payee access to immediately available, freely transferable, cleared funds; |
| 1.2.5 | “ordinary and/or usual course of business” means with respect to the Company, any commercially reasonable action that is taken in the ordinary course of normal business and day-to-day operations of the Business, including any action: (a) is consistent with the past practices of the Company; (b) is not required to be authorised by the board of directors (or by any person or group of persons exercising similar authority) or the holders of the shares or other equity interests of the Company; or (c) is similar in nature and magnitude to actions customarily taken, without any authorisation by the board of directors (or by any person or group of persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other persons that are in the same line of business as the Company; |
| 1.2.6 | any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
- 6 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 1.2.7 | general words are not given a restrictive meaning: |
| (i) | if they are introduced by the word “other” by reason of the fact that they are preceded by words indicating a particular class of act, matter or thing; or |
| (ii) | by reason of the fact that they are followed by particular examples intended to be; |
| 1.2.8 | no provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision; |
| 1.2.9 | if any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day, which is not a Business Day, then that period is to be deemed to only expire on the next Business Day; |
| 1.2.10 | a day shall mean any calendar day and a month shall, unless otherwise specifically provided herein, mean a period calculated from any specific day up to and including the day immediately corresponding to that specific day in the subsequent month or if there shall be no such day in the subsequent month, the last day of that month; |
| 1.2.1 | all references to any of the representations, warranties, undertakings, indemnities, covenants, and obligations of the Seller in this Agreement shall be joint and several representations, warranties, undertakings, indemnities, covenants, and obligations of the Seller, unless expressly stated otherwise in this Agreement; and |
| 1.2.2 | “indemnify” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance. |
| 2. | Agreement to Sell the Sale Shares |
| 2.1 | The Seller hereby agrees to sell to the Purchaser, and the Purchaser, relying on the Seller’s Warranties, covenants and undertakings contained in this Agreement, agrees to purchase from the Seller, the Sale Shares, on the terms and subject to the conditions of this Agreement. |
| 2.2 | The Sale Shares shall be sold by the Seller to the Purchaser on the Completion Date: |
| 2.2.1 | free from all Encumbrances; and |
| 2.2.2 | together with all rights, benefits and advantages attaching to the Sale Shares as at the Completion Date, including all ownership and rights to title, proprietary rights, benefits and interests in, and the right to receive dividends and distributions declared, where applicable, made or paid on or after the Completion Date. |
| 2.3 | The Seller shall procure and ensure that, on or prior to the Completion Date, any and all rights of pre-emption, right of first offer or right of first refusal over the Sale Shares, if any, shall be waived irrevocably and unconditionally by the persons entitled thereto. |
- 7 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 3. | Consideration and Payment |
| 3.1 | In consideration of the Seller agreeing to sell the Sale Shares to the Purchaser, the Purchaser agrees to pay the Seller an aggregate sum of Ringgit Malaysia One Million Five Hundred Five Thousand (RM1,505,000.00) (“Purchase Consideration”) as purchase price for the Sale Shares on the Completion Date. |
| 3.2 | All payments payable to the Seller by the Purchaser under this Agreement shall be made by way of electronic funds transfer by the Purchaser or any person nominated by the Purchaser to the bank account designated by the Seller or any person nominated by the Seller or in such other manner as may be mutually agreed in writing between the Seller and the Purchaser. The details of the Seller's bank account for the foregoing purpose is as set out below: |
| Account No. | : | |
| Account Name | : | |
| Bank Name | : | |
| Branch | : |
| 3.3 | For the avoidance of doubt, the Seller agrees that the Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously. |
| 4. | Condition Precedent |
| 4.1 | The sale and purchase of the Sale Shares and the Completion thereof is conditional upon the satisfaction or waiver of the following conditions precedent (each, a “Condition Precedent” and collectively, the “Conditions Precedent”) being fulfilled by the Seller or waived by the Purchaser (at the option of the Purchaser in its sole and absolute discretion) on or before the expiry of the Conditional Period, unless otherwise agreed between the Parties in writing: |
| 4.1.1 | a written waiver from RHB Bank Berhad of its right to terminate the term loan granted to the Company pursuant to the Letter of Offer dated 13 April 2023 (“RHB LO”) arising from (i) any changes in the shareholding structure of the Company effected after the date of the RHB LO; and (ii) the change in the shareholding structure of the Company to be effected upon Completion; |
| 4.1.2 | the discharge of the charge created in favour of United Overseas Bank Malaysia Berhad on 24 May 1996 by the Company, as recorded with the Companies Commission of Malaysia; and |
- 8 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 4.1.3 | the execution of a supplemental agreement, in form and substance acceptable to the Purchaser, confirming the renewal of the tenancy term in respect of the Bukit Hijau TA. |
| 4.2 | Responsibility of Satisfaction |
If, at any time, the Seller becomes aware:
| 4.2.1 | that a Condition Precedent pursuant to this Clause 4 has been satisfied; or |
| 4.2.2 | of any occurrence, fact or circumstance that will or is reasonably likely to prevent any Condition Precedent from being satisfied prior to the expiry of Conditional Period, |
the Seller shall promptly provide written notice to the Purchaser, which shall in any event be within three (3) Business Days of them becoming aware of the same, setting out such details as are available and furnish all correspondence and documentary evidence in relation thereto, to the Purchaser.
| 4.3 | Waiver of Conditions |
The Purchaser may at its sole and absolute discretion waive (in whole or in part) the relevant Conditions Precedent to the Seller and to proceed to give effect to Completion as far as practicable having regard of the non-fulfilment of any of the Conditions Precedent. For the avoidance of doubt, a waiver of any Condition Precedent by the Purchaser for purposes of Completion shall not prevent the Purchaser from requiring the Seller to achieve the discharge or satisfaction or fulfilment of such Conditions Precedent after Completion and shall be without prejudice to any other rights or remedies that the Purchaser may have against the Seller for any antecedent breach of Clause 4.1.
| 4.4 | Non-fulfilment and Waiver by the Purchaser |
If any of the Conditions Precedent is not fulfilled or otherwise waived in writing by the Purchaser on or before the expiry of the Conditional Period, the Purchaser may at its sole and absolute discretion:
| 4.4.1 | extend the Conditional Period for such period of time as the Purchaser deems necessary; and/or |
| 4.4.2 | terminate this Agreement without liability on the Purchaser’s part in which event the provisions under Clause 8.3 shall apply. |
| 4.5 | Confirmation of Fulfilment by the Purchaser |
The Purchaser shall, if the Purchaser is satisfied that all the Conditions Precedent have been fulfilled on or before the expiry of the Conditional Period, issue a written notice to the Seller confirming the Purchaser’s satisfaction of the fulfilment or waiver of the last of the Condition Precedent, upon which Completion shall be unconditional and take place on the Completion Date.
- 9 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 5. | Completion |
| 5.1 | Completion shall take place on the Completion Date, and the Seller shall, in consideration of the Purchaser’s payment obligations in the manner set out under Clause 3.1, complies with the Seller’s obligations as specified in Schedule 2. |
| 5.2 | If the Seller fails to comply with any of their obligations in Schedule 2, the Purchaser shall be entitled but not obliged to (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Seller: |
| 5.2.1 | to terminate this Agreement (other than Surviving Provisions) without liability on its part in which event the provisions under Clause 8.3 shall apply; or |
| 5.2.2 | to seek specific performance on the Seller’s part to comply with their obligations set out in Schedule 2 and to proceed with Completion in accordance with the terms of this Agreement, in which case: |
| (i) | if specific performance is granted, the Purchaser may also claim damages for breach of this Agreement; and; |
| (ii) | if specific performance is not granted, the Purchaser may then terminate this Agreement and claim damages for breach of this Agreement; |
| 5.2.3 | to fix a new Completion Date (being not later than fourteen (14) days from the agreed Completion Date) to such date as the Seller and the Purchaser may mutually agree, in which case the provisions of this Clause 5 shall apply to Completion as so postponed, but provided such postponement may only occur once. |
| 5.3 | All other provisions of this Agreement, to the extent that they have not been performed by Completion, shall not be extinguished or affected by Completion or by any other event or matter, except by a specific and duly authorised written waiver or release by the Purchaser. |
| 5.4 | Exercise of Rights of Registered Shareholder |
| 5.4.1 | From Completion, until the Sale Shares are registered in the name of the Purchaser, the Seller shall, upon the request of the Purchaser, at the cost of the Purchaser, procure that: |
| (i) | the Purchaser is appointed as proxy to attend shareholders’ meetings and exercise the votes attached to the Sale Shares and the Seller shall not attend or vote at those meetings by themselves; and |
| (ii) | take all other actions in the capacity of a registered holder of the Sale Shares as the Purchaser directs. |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 6. | Representations and Warranties |
| 6.1 | The Parties hereby represent and warrant to one another that the warranties set out in this Clause 6.1 are true and correct as at the Effective Date and shall remain true and correct as at the Completion Date: |
| 6.1.1 | they have not been declared bankrupt or wound up (as the case may be) and there are no bankruptcy proceedings or winding up proceedings (as the case may be) commenced and/or instituted against them; |
| 6.1.2 | the facts in relation to the Parties as set out in this Agreement are true, accurate, complete, correct and not misleading in any respect; |
| 6.1.3 | they have the full legal right, capacity, power and authority to enter into, deliver and carry out the provisions of this Agreement; and |
| 6.1.4 | this Agreement constitutes valid and binding obligations of all the Parties. |
| 6.2 | Warranties from the Seller |
| 6.2.1 | In relation to the Sale Shares, the Seller hereby represents and warrants to the Purchaser that the Seller’s Warranties as set out in Schedule 3 are true and accurate in all respects and not misleading in any respect as at the Effective Date and shall remain true, accurate and not misleading as at Completion as if they had been repeated at Completion. The Seller acknowledges that the Purchaser has entered into this Agreement and agreed to purchase the Sale Shares in reliance upon the Seller’s Warranties which they have given as representations and inducements for the Purchaser to enter into this Agreement. |
| 6.2.2 | Except as expressly stated in this Agreement, no Seller’s Warranty shall be excluded or limited by: |
| (i) | any inquiry or investigation conducted by or on behalf of the Purchaser or any of its Representatives into the affairs of Company (including but not limited to the Due Diligence Exercise conducted by the Purchaser); |
| (ii) | any information the Purchaser may have received or been given or have actual, implied or constructive notice of prior to the Completion Date; |
| (iii) | any other act, matter, or circumstance, |
and the Seller shall not invoke the Purchaser’s knowledge (constructive or imputed, including knowledge of the Purchaser’s Representatives) of a fact or circumstance which might make a Seller’s Warranty untrue, inaccurate or misleading as a defence to a claim for a breach of the Seller’s Warranties.
| 6.2.3 | The Seller’s Warranties and all other provisions in this Clause 6 shall survive Completion and remain in full force and effect notwithstanding Completion, and shall not be extinguished in any respect upon Completion. |
| 6.2.4 | Each of the Seller’s Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement, and the Seller acknowledges and agrees that the Purchaser is entering into this Agreement in reliance upon the Seller’s Warranties, and therefore, the Parties shall treat the Seller’s Warranties as conditions of this Agreement. |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 6.2.5 | A claim for breach of any Seller’s Warranty may be made whether or not the relevant facts, matters or circumstances giving rise to the breach were known to the Purchaser or to any of the Representatives of the Purchaser or could have been discovered (whether by any investigation made by or on behalf of the Purchaser into the affairs of the Company) prior to Completion. |
| 6.2.6 | The Seller undertakes to the Purchaser to waive any rights, remedies or claims they may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its officers, employees or agents in connection with assisting the Seller in the giving of any Seller’s Warranties and/or the entry into this Agreement. |
| 7. | General Indemnity and Specific Tax Indemnities |
| 7.1 | The Seller undertakes to fully indemnify and hold harmless and keep indemnified and held harmless the Purchaser from and against any and all losses, liabilities, obligations, damages, judgments, deficiencies, claims, demands, suits, actions, proceedings, arbitration, assessments, costs and expenses (including expenses of investigation and enforcement of this indemnity and reasonable solicitors’ fees and expenses) (collectively, “Claims”), sustained, incurred, suffered or paid by the Purchaser directly or indirectly, as a result of or arising out of: |
| 7.1.1 | any breach of any obligations on satisfaction of the Conditions Precedent; |
| 7.1.2 | any breach of any Completion obligations under Schedule 3 and Clause 5.1; |
| 7.1.3 | any breach of any Seller’s Warranties; |
| 7.1.4 | any losses resulting from the Company not having obtained the necessary entertainment licence, public performance licence and/or commercial rental licence; or |
| 7.1.5 | any Claims involving fraud or misconduct involving dishonesty on the part of the Seller and/or misrepresentation which results in a breach of the Seller’s Warranties or otherwise, |
provided that the indemnity contained in this Clause 7.1 shall be without prejudice to any other rights or remedies of the Purchaser and all such other rights or remedies are hereby expressly reserved to the Purchaser. For the avoidance of doubt, the Claims shall include an amount that would be necessary to put the Purchaser in the same position as if the Seller’s Warranties had been true and accurate and not misleading or had not been breached or had there not been such breach or any fraud or misconduct involving dishonesty on the part of the Seller and/or the misrepresentation had not been committed.
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 7.2 | Without prejudice to the generality of Clause 7.1, the Seller undertakes to the Purchaser to indemnify the Purchaser and the Company on demand against any and all Claims sustained, incurred, suffered or paid by the Company, directly or indirectly, as a result of or arising out of: |
| 7.2.1 | any liabilities in relation to Tax (including any additional Taxes, interests, penalties, fines or charges) due or payable from or by the Company to any Tax Authority, for all years of assessment or period of assessment up to the date Completion occurs notwithstanding that the Company is served with the notice of additional assessment or is notified of such additional Taxes on any date following Completion; |
| 7.2.2 | any liabilities in relation to Tax resulting from or by reference to any event occurring on or prior to Completion or in respect of gross receipt, income, profit or gains earned, accrued or received, or deemed under any applicable law to be earned, accrued or received by the Company on or prior to the Completion Date; or |
| 7.2.3 | alleged, actual, past or potential violation and/or failure to comply with any applicable laws in respect of matters arising on or prior to the Completion Date. |
| 7.3 | All sums payable by the Seller pursuant to Clause 7.2 shall be paid free and clear of all deductions or withholding whatsoever, save only as may be required by law. Where the Seller is required by law to make any deductions or withholding from any sum payable by them under Clause 7, the Seller shall forthwith pay such additional amount or amounts so as to ensure that the net amount received by the Purchaser shall be equal to the full amount which it would have received had no such deduction or withholding been made or required to be made. |
| 7.4 | Each of the indemnities in this Agreement constitutes a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Purchaser and shall continue in full force and effect despite any judgment, order, claims or proof for a liquidated amount in respect of any sum due under this Agreement or any other judgment or order. |
| 8. | Termination and Consequences of Termination |
| 8.1 | This Agreement shall continue and remain in full force and effect unless terminated pursuant to the provisions of this Agreement. |
| 8.2 | Without prejudice to the Purchaser’s right to terminate this Agreement under Clause 5.2.1, this Agreement may be terminated by the mutual written agreement of the Parties only. |
| 8.3 | The right to terminate under this Agreement shall be without prejudice to any Claims or rights of action previously accrued to any Party in respect of any breach of any of the provisions of this Agreement prior to such termination. All rights and obligations of the Parties shall cease to have effect immediately upon termination of this Agreement, save and except for the Surviving Provisions which shall survive the termination of this Agreement. Any provision and obligation of the Parties relating to or governing their acts, which expressly or by its nature survives such termination, shall be enforceable with full force and effect notwithstanding such termination, until it is satisfied or by its nature expires. |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 9. | Confidentiality |
| 9.1 | Upon signing of this Agreement, the Parties shall treat as strictly confidential: |
| 9.1.1 | the provisions of this Agreement, process of their negotiation and all materials, documents, information and/or communications between the Parties which relates to the amount of, and the payment terms in relation to the Purchase Consideration; |
| 9.1.2 | any information, whether written, oral, visual, electronic or in other form which is proprietary or confidential or trade-sensitive in nature to a person or from which a person derives competitive advantage in connection with its business, including without limitation, information relating to the Business, whether marked as “confidential information” or not; and |
| 9.1.3 | such other contents, terms and conditions as well as anything disclosed and/ or delivered by either Party to the other Party in writing, or in electronic or other form, pursuant to this Agreement marked as or by its nature ought to be reasonably deemed as ‘confidential information’, |
(collectively be referred as “Confidential Information”).
| 9.2 | The Parties shall not at any time disclose the Confidential information to any third party (save and except to the Representatives of the respective Parties, and the officers of the Company on a need-to-know basis only) unless with the prior written consent of the relevant Party, or in the event such disclosure is required by law or any Governmental Authority. |
| 9.3 | In the event this Agreement has been terminated, the Parties receiving such Confidential Information shall immediately return, permanently erase or destroy all copies of materials, documents and/or communications in his possession, and shall provide a written confirmation to the Party disclosing such Confidential Information to confirm that such requirement have been fully complied with, where requested to do so by the Party disclosing such Confidential Information. |
| 9.4 | The provisions of this Clause 9 shall survive the termination of this Agreement without limit in time. |
| 10. | Notices |
| 10.1 | All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and in English and delivered personally or sent by prepaid registered post with recorded delivery, or by courier or email addressed to the intended recipient thereof at its address or at its email address set out hereunder (or to such other address or email address as a Party to this Agreement may from time to time duly notify the other). Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by email) immediately or (if given or made by registered post or courier) forty-eight (48) hours after posting, and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid registered letter or that the email was properly addressed and sent. |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 10.2 | The address and email address of the Parties for the purposes of this Clause 10 are: |
| 10.2.1 | in the case of service on the Seller, to: |
| Address | : | |
| Email Address | : |
| 10.2.2 | and in the case of service on the Purchaser, to: |
| Address | : | Lot 3893, Jalan 4D, Kampung Baru Subang, 40150 Shah Alam, Selangor |
| Email Address | : |
| 10.3 | In this Clause 10, if deemed receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day. |
| 10.4 | Either Party may change the address to which such notices to it are to be delivered by giving not less than three (3) Business Days’ notice to the other Party. |
| 11. | Costs and Expenses |
| 11.1 | Each Party shall bear its own legal costs and other ancillary costs and expenses related to the preparation, negotiations, finalisation, and execution of this Agreement and any other agreement or document entered into or signed under this Agreement and the Completion thereof. |
| 11.2 | The Purchaser shall bear the cost of stamp duty for this Agreement and in relation to the transfer of the Sale Shares from the Seller to the Purchaser. |
| 12. | General |
| 12.1 | Further Assurance |
Each Party has entered into this Agreement in good faith and shall give all such assistance and information to the other Party and execute and do and procure all other necessary person or Company, if any, to execute and do all such further acts, deeds, assurance and things as may be reasonably required by the other Party from time to time in order to carry out, evidence and confirm their rights and the intended purpose of this Agreement.
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 12.2 | Successors and Assigns |
| 12.2.1 | This Agreement shall be binding on the Parties and their respective successors and permitted assigns. |
| 12.2.2 | None of the Parties shall be entitled to transfer or otherwise assign its rights and obligations under this Agreement to a third party without the prior written consent of the other Party and any assignment, transfer or delegation which is made without such prior written approval shall constitute a breach of this Agreement. |
| 12.3 | Entire Agreement |
This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement to the exclusion of any terms implied by the law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.
| 12.4 | Variation, Waiver, etc. |
Save as otherwise expressly provided, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by the Parties to this Agreement.
| 12.5 | Severability |
If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
| 12.6 | Time of the Essence |
Time wherever mentioned shall be of the essence of this Agreement, both as regards the dates and periods specifically mentioned and as to any dates and periods which may be agreed in writing between the Parties to be substituted for them.
| 12.7 | Knowledge & Acquiescence |
Knowledge or acquiescence by either Party of, or in, any breach of any of the provisions of this Agreement shall not operate as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such Party shall remain entitled to exercise its rights and/or remedies under this Agreement, and at law, and to require strict performance of all of the provisions of this Agreement.
| 12.8 | Rights & Remedies |
The rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy.
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 12.9 | Counterparts and E-Signatures |
| 12.9.1 | This Agreement may be entered in two (2) or more counterparts, all of which will be considered one and the same agreement and each of which will be deemed an original with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of executed signature pages by electronic transmission (via scanned portable document format (pdf)) will constitute effective and binding execution and delivery of this Agreement. This Agreement shall be deemed to be executed when each Party shall have received a counterpart hereof signed by the other Party. Until and unless each Party has received a counterpart hereof signed by the other Party, this Agreement shall have no effect and no Party shall have any rights or obligations hereunder (whether by virtue of any other oral or written agreement or other communication). |
| 12.9.2 | This Agreement, may be accepted, executed or agreed to, through the use of an electronic signature, whether digital or encrypted, in accordance with the Electronic Commerce Act 2006 of Malaysia. Any document accepted, executed or agreed to in conformity with such law will be binding on each Party and shall have the same legal effect, validity or enforceability as if it were physically executed. |
| 12.10 | Assignment |
Save and except where expressly permitted under this Agreement, neither of the Parties shall be entitled to transfer or otherwise assign this Agreement or any of its rights and obligations under this Agreement without the prior written approval of the other Party and any transfer or assignment which is made without such prior written approval shall constitute a breach of this Agreement.
| 12.11 | Reasonableness |
Each Party acknowledges and confirms that he has sought independent legal advice from professional legal advisors with regards to all the matters provided for in this Agreement and agrees that the provisions of this Agreement (including all documents entered into pursuant to this Agreement) are fair and reasonable and agrees that the failure to obtain such advice shall not be used as a defence to the enforcement of the terms, representations, warranties, covenants, undertakings, and conditions under this Agreement.
| 12.12 | Governing Law and Jurisdiction |
| 12.12.1 | This Agreement shall be governed by, and construed in accordance with, the laws of Malaysia. |
| 12.12.2 | The Parties irrevocably agree that the courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought in those courts and the Parties irrevocably submit to the jurisdiction of those courts. |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
Schedule 1
The Particulars of the Company
| (1) | Name of Company: | Restoran Gardenz Sdn. Bhd. | ||||
| (2) | Registered number: | 199501007823 (337021-V) | ||||
| (3) | Registered office: | No. 12B-1 (Suite 1.2), Jalan PJS 8/10, Dataran Mentari, 46150 Petaling Jaya Selangor | ||||
| (4) | Business Address: | No. 1 Jalan 1/119, Taman Bukit Hijau, 56000 Cheras W.P. Kuala Lumpur | ||||
| (5) |
Date and place of incorporation: |
22 March 1995, Malaysia | ||||
| (6) |
Issued share capital and number of issued shares: |
RM1,350,000.00 divided into 1,350,000 ordinary shares of RM1.00 each | ||||
| (7) | Registered shareholders and shares held: | No. | Name |
Number of Shares and Shareholding Percentage (%) |
||
| 1. | Wong Wai Keen | 567,000 (42%) | ||||
| 2. | Wong Chee Lin | 202,500 (15%) | ||||
| 3. |
Michael Stephen Ooi Liang Huat |
67,500 (5%) | ||||
| 4. | Lew Chee Hoong | 472,500 (35%) | ||||
| 5. | Chong Sian Leong | 40,500 (3%) | ||||
| (8) | Directors: | |||||
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| (9) | Secretary: | |
| (10) | Nature of Business |
To carry on the business as operating restaurants; to engage in the export, import and retail sale a diverse range of food and beverage products; to carry on the business of general trading. |
| (11) | Financial year end: | 31 May |
| (12) | Auditors: |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
Schedule 2
Completion Obligations
| 1. | On the Completion Date, the Seller shall deliver, procure the delivery of, or make available to the Purchaser, the following documents (collectively, the “Completion Deliverables”): |
| 1.1 | Original duly executed, valid and registrable, undated and unstamped share transfer forms as prescribed under Section 105 of the Act relating to the Sale Shares in favour of the Purchaser, together with the relevant original share certificates, if applicable, with respect to the Sale Shares and all information and documents which are necessary to enable the share transfer instruments to be submitted for assessment of stamp duty under the Stamp Act 1949 of Malaysia; |
| 1.2 | a certified true copy or original copy of the resolution passed by the board of directors of the Company: |
| 1.2.1 | approving the transfer of the relevant Sale Shares from the Seller to the Purchaser, subject only to the stamping of the instruments of transfer; |
| 1.2.2 | approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of all the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and |
| 1.2.3 | if it is the practice of the Company, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser (including the affixation of the common seal of the Company on such new share certificates) and delivery of the new share certificates in respect of the Sale Shares to the Purchaser and making of such other entries into the other corporate records of the Company and the notification(s) to the Companies Commission of Malaysia as may be necessary, and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Seller; |
| 1.3 | any other documents which may be required by the Purchaser to vest the legal and beneficial interest in the Sale Shares to the Purchaser; |
| 1.4 | certified true copy or original copy of the resolution passed by the board of directors of the Company approving the amending the amendment of the existing list of authorised signatories for the Company’s designated bank accounts, and granting authority to such persons as may be nominated by the Purchaser to act as co-signatories; |
| 1.5 | a confirmation in the form of the Company’s management accounts that all debts, loans, advances or liabilities of the Company in relation to any sums owing and remaining unpaid by the Company to the Seller, shall upon Completion, be assigned by the Seller to the Purchaser as at Completion, with the Company remaining as the borrower; and |
| 1.6 | a list setting out the address at which the Records, common seals and cheque books are kept and the name of persons in charge of such documents and their contact details.. |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
Schedule
3
Seller’s Warranties
| 1. | Accuracy and Adequacy of Information |
| 1.1 | The particulars contained in this Agreement are true and accurate and not misleading. |
| 1.2 | All information provided by the Seller or the Company (or by any of their Representatives on behalf of the Seller under their express instructions), to the Purchaser or his Representatives during the Due Diligence was or will be (as the case may be) when given, and remains true, complete and accurate and not misleading and the Seller is not aware of any fact or matter or circumstances not disclosed to the Purchaser which renders any such information untrue, inaccurate or misleading. |
| 2. | Right, power, authority and action of the Seller |
| 2.1 | The Seller has the right, power, authority and capability and have taken all action necessary, to validly execute, deliver and exercise their rights, and perform their obligations, under this Agreement. |
| 2.2 | No Authorisation of any Governmental Authority is required for the execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transaction contemplated hereby. |
| 2.3 | This Agreement when executed by the Seller will constitute legal, valid and binding obligations of the Seller enforceable in accordance with their terms. |
| 2.4 | The execution, delivery and performance of this Agreement by the Seller does not and will not: |
| 2.4.1 | violate any provision of any law of any Governmental Authority or approvals binding on the Seller and/or the Company or any of their property or assets; |
| 2.4.2 | conflict with, result in a breach of or constitute a default or give rise to any obligations under any provisions of the Company’s constitution or memorandum and articles of association, as the case may be; and/or |
| 2.4.3 | result in a breach of, or constitute a default or give rise to any obligations under any agreement, licence or instrument to which the Seller and/or the Company are parties. |
| 3. | Corporate information |
| 3.1 | The Company |
The Company:
| 3.1.1 | has been duly incorporated, in good standing and is validly existing under the laws of Malaysia and has full power, authority and legal right to own its Assets and carry on the Business. The Company is not in receivership or liquidation, and it has taken no steps to enter liquidation and no petition has been presented for winding up of the Company; |
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Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 3.1.2 | has no legal or beneficial right in, and has not agreed to acquire, subscribe for or taken up, any shares or other securities in any companies, any units in any unit trust or any other ownership interests in any other entity (wherever incorporated); |
| 3.1.3 | does not have any branch, division, establishment or operations outside of Malaysia; or |
| 3.1.4 | does not have any share or option incentive schemes, profit sharing schemes, or employee share ownership or performance rights plan for any of its employees, directors, officers or consultants |
| 3.2 | The Sale Shares |
| 3.2.1 | The Seller is the registered, legal and beneficial owner of the Sale Shares, free and clear of any Encumbrances whatsoever. |
| 3.2.2 | The Seller has the absolute right to exercise all voting and other rights over the Sale Shares. |
| 3.2.3 | The Seller is entitled to sell and transfer the full legal and beneficial interest in the Sale Shares to the Purchaser, without the need to obtain the consent or approval of any third party. |
| 3.2.4 | The Sale Shares have been properly and validly issued and allotted and are fully paid or credited as fully paid. |
| 3.2.5 | No third party has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer, of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of the Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption/ right of first offer or first refusal) and the Company has not made any offer that may result in any person having such a right. |
| 3.2.6 | There is no agreement or commitment to grant or create any Encumbrances over any of the Sale Shares and no person has or is entitled to assert any Claim or right to such Encumbrances. |
| 3.2.7 | Except for this Agreement, the Seller has not entered into any agreement or arrangement with any person in respect of the Sale Shares or any of them. |
| 4. | Disclosure of Information |
All information contained in this Agreement and all other information in writing (whether legal, financial or otherwise) which has been or will be given by the Seller to the Purchaser in the course of the negotiations leading to this Agreement was when given and is now as at the Effective Date, or when given after the Completion Date will be, true, complete and accurate in all respects and there is no fact, matter or circumstances not disclosed in writing to the Purchaser which renders any such information untrue, inaccurate or misleading or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the Sale Shares or the price at or terms upon which the Purchaser would be willing to purchase.
- 22 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 5. | Accounts |
| 5.1 | Latest Audited and Management Accounts |
| 5.1.1 | The latest audited including the auditors’ and the directors’ report, statement of financial position, statement of comprehensive income, relevant balance sheets, profits and loss accounts, cash flow statements and related notes, together with all documents which are or would be required by the applicable law to annexed to the accounts of the Company (“Accounts”) for the financial year ended 2024 (“FYE 24”) |
| (i) | have been (and shall have been) prepared in accordance with applicable law and in accordance with the accounting principles, standards and practices generally accepted in Malaysia; |
| (ii) | have been prepared on a basis consistent with that adopted in preparing the Accounts for the previous three (3) years; |
| (iii) | whenever legally required, have been audited by an appropriately qualified auditor who was given an auditor’s certificate without qualification; |
| (iv) | correctly state the assets and liabilities of the Company and provide a true and fair view of the assets, liabilities and state of affairs of the Company at the relevant accounting date and of the income, expenses and operational results (including profits or losses) of the Company for the period concerned; |
| (v) | contain either provisions adequate to cover, or full particulars in notes of, all Taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of the Company; |
| (vi) | are not affected by any unusual or non-recurring items or personal item (not related to the Business) or any other factor that might make the financial position or operational results of the Company disclosed in the Accounts misleading or deceptive; |
| (vii) | make full provision for depreciation of the fixed assets of the Company having regard to their original cost and estimated life; and |
| (viii) | whenever legal required, have been duly filed in accordance with applicable law. |
| 5.1.2 | All financial records of the Company have been properly maintained and constitute an accurate record of all matters which ought to appear in them and, where required by law, have been duly filed. The Company has complied with applicable statutory accounting requirements including the requirements with respect to accounting for taxation, based on generally accepted accounting principles in Malaysia. |
- 23 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 5.2 | Book Debts |
| 5.2.1 | The debts, amounts receivables included or shown in the Accounts have been recorded by the Company in accordance with the laws and generally accepted accounting principles in Malaysia; and |
| 5.2.2 | All debts (including trade receivables) owing to the Company at the Effective Date will be collected in the ordinary course of collection within one hundred and eighty (180) days of their respective due dates, with no additional costs to the Company. |
| 5.3 | Position since the Effective Date |
Since the Effective Date, with regards to the Company:
| 5.3.1 | the Business has been carried on as a going concern in the ordinary course of business without any interruption or alteration in its nature, scope or manner; |
| 5.3.2 | no material capital commitments have been entered into by or are binding on the Company; |
| 5.3.3 | the Company has not issued or allotted or agreed to issue or allot any share capital or any other security giving rise to a right over its capital; |
| 5.3.4 | the Company has not redeemed or purchased or agreed to redeem or purchase any of its share capital; |
| 5.3.5 | Save and except for disclosure on any borrowings by the Company, the Company has not incurred any additional borrowings or incurred any other Indebtedness for borrowed monies except Indebtedness made in connection with trade-related purpose in the ordinary course of business; |
| 5.3.6 | there has been no disposal of any Asset or creation of Encumbrances over any Assets; |
| 5.3.7 | the Company has not acquired or disposed of or agreed to acquire or dispose of any immovable real properties (whether land, or any interests therein) nor will the Company acquire or dispose of or agree to acquire or dispose of, any such immovable properties; |
| 5.3.8 | the Company has not entered into any unusual contract or commitment or otherwise departed from its ordinary course of business; |
| 5.3.9 | no contract, commitment or arrangement has been made or entered into between the Company and the Seller and/or their Related Person; |
- 24 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 5.3.10 | no event has occurred which would entitle any third Party (with or without the giving of notice) to call for the repayment of Indebtedness of the Company prior to the normal maturity date; and |
| 5.3.11 | the Company has not made any changes in any method of accounting or accounting practice and it has not changed its accounting reference period; |
| 5.3.12 | there has been no material increase or decrease in the levels of debtors, creditors or inventory or in the average collection or payment periods for debtors and creditors of the Company and: |
| (i) | the Company has not materially defaulted in paying any creditor by the due date for payment; |
| (ii) | no debt owing to the Company has been released or settled for an amount less than its full amount. |
| 5.4 | Management Accounts |
The unaudited financial statements (including statements of financial position, cash flow statements, and profit and loss statements) of the Company from the FYE 24 until the Effective Date:
| 5.4.1 | have been prepared in accordance with applicable laws; |
| 5.4.2 | have been prepared on a basis consistent with that employed in preparing the Accounts, in all respects; and |
| 5.4.3 | fairly present of the Assets, liabilities (including all contingent liabilities), income and expenses of the Company and are not misleading or deceptive in any respect having regard to the basis of preparation and the purpose for which they were prepared. |
| 5.5 | Contingent Liabilities |
There are no actual or contingent liabilities of the Company, or unascertained claims against the Company (including contractual commitments) which could materially and adversely affect the value of the Business
| 6. | Financial Obligations |
| 6.1 | Financial Facilities and Guarantees |
| 6.1.1 | There are no loans, guarantees, indemnities, suretyships, letter of comforts, encumbrances or unusual liabilities (whether or not legally binding) given, made or incurred by or on behalf of the Company (and, in particular, no loans have been made by or on behalf of the Company to any directors or shareholders of the Company) and no director or other person has given any guarantee of or security for any financial or other obligation of the Company. |
- 25 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 6.1.2 | The Company has not borrowed or raised any money or taken any financial facility, nor has it agreed to repay any loan capital. |
| 6.1.3 | The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other similar entity. The execution and compliance with the terms of this Agreement does not and will not result in any grant, subsidy or financial assistance from any government department or other similar entity becoming repayable. |
| 6.2 | Off-Balance Sheet Financing |
The Company does not have outstanding any loan capital, nor has it factored, discounted or securitised any of its receivables, nor has it engaged in any financing of a type which would not be required to be shown or reflected in the Accounts.
| 6.3 | No Undisclosed Liabilities |
The Company has no liabilities, obligations or contingencies of any kind, whether absolute, contingent, unaccrued, asserted or unasserted, or otherwise.
| 6.4 | Debts and Credit Arrangements |
None of the Indebtedness receivable or due to the Company which is (or will be) included in the Accounts or which have subsequently arisen:
| 6.4.1 | has been outstanding for more than three (3) months from its due date for payment; or |
| 6.4.2 | has been released on terms that the debtor has paid less than the full value of his debt, |
and all such debts have realised or will realise in the normal course of collection their full value as included in the Accounts or in the books of the Company after taking into account the provision for bad and doubtful debts made in the Accounts. For the avoidance of doubt, a debt shall not be regarded as realising its full value to the extent that it is paid, received or otherwise recovered in circumstances in which such payment, receipt or recovery is or may be void, voidable or otherwise liable to be reclaimed or set aside.
| 6.5 | Compliance with Payment Terms |
The Company has paid all its creditors or suppliers within the credit periods normally applied by the Company to such creditors (and no earlier). In this regard, as of the Effective Date, the Company has not received any notice or claims from any of its suppliers or creditors demanding payment of any trade payables or money relating to any credit arrangements entered between the Company and the relevant suppliers or creditors in connection with the course of Business of the Company, indicating that such credit arrangements will become payable on demand, be written off or reduced or altered to the disadvantage of the Company. There are no circumstances that currently exist that would give rise to any such notice.
- 26 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 6.6 | Derivative transactions |
The Company has no outstanding obligations in respect of a derivative transaction including any foreign exchange transaction.
| 7. | Commercial |
| 7.1 | Assets |
| 7.1.1 | The Company is the sole legal and beneficial owner at the Effective Date of all the Assets included in the Accounts or acquired by the Company since FYE 24. | |
| 7.1.2 | The Assets and any additions thereto made since the Effective Date are the sole and absolute property of and held by the Company free from Encumbrances (including any hire purchase agreements, credit sale agreements or agreements for payment on deferred terms or bills of sale) and are fit for purpose, in good repair and condition (fair wear and tear excepted) and in good working order, have been regularly and properly maintained and do not require any exceptional capital expenditures for the carrying on of the Business of the Company. |
| 7.1.3 | The Company has good and marketable title thereto and all such Assets are in the possession or under the control of the Company and, where as disclosed in the Accounts that any such Assets have been disposed of, they have not been disposed of at less than book value. |
| 7.1.4 | There are no outstanding options, licenses, agreements or rights of any kind granted by the Seller to any current employee or former employee, or any third party in respect of the Assets. |
| 7.2 | Inventory |
| 7.2.1 | Each item of the inventory: |
| (i) | is of saleable quality and fit to be used for its intended purpose; | |
| (ii) | is not dangerous, inefficient, obsolete or in need of renewal or replacement; | |
| (iii) | complies with all laws and representations made by the Company, whether express, implied, by statute or otherwise. |
| 7.2.2 | There are no known defects, damages, contaminants or impairments in the inventory, nor any items deemed unsellable in the normal course of business, that would materially affect its value or marketability. | |
| 7.2.3 | The inventory valuation methods used are consistent with the accounting principles, standards and practices adopted in preparation of the Accounts. | |
| 7.2.4 | The Company conducts regular and accurate inventory counts and maintain proper records, including inventory reports and reconciliation statements. |
- 27 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 8. | Capital Commitments and Contractual Agreements |
| 8.1 | Capital Commitments |
There is no capital commitments entered into or proposed by the Company or are there any Indebtedness owed by any of the Company.
| 8.2 | Contracts |
| 8.2.1 | The Company is not a party to or subject to any contract, transaction, arrangement, understanding, obligation or liability which: |
| (a) | is of an unusual or abnormal nature or not on an arm’s length basis in the ordinary course of business; |
| (b) | cannot readily be fulfilled or performed on time without undue, or unusual, expenditure of money or effort; |
| (c) | involves payment by reference to fluctuations in the index of retail prices, or any other index, or in the rate of exchange for any currency; |
| (d) | restricts its freedom to carry on its business in any part of the world in such manner as it thinks fit; |
| (e) | establishes any agency, distributorship, marketing, purchasing, manufacturing or licensing or other arrangement which restricts or limits the ability of the Company to undertake any activity in any place; or |
| (f) | involves, or is likely to involve, obligations or liabilities, which by reason of their nature or magnitude, ought reasonably to be made known to an intending Purchaser of the Sale Shares, |
and the Company has not made or received any offer or proposal that remains open for acceptance and if accepted would result in the Company being party to any arrangement or agreement under Paragraphs 8.2.1(a) - (f)) of this Schedule 3.
| 8.2.2 | There are no agreements concerning the Company which can be terminated or which have been terminated or under which the rights of any person are liable to be affected as a result of a change in control or shareholding or ownership of the Company or in the composition of the board of directors of the relevant Company. |
| 8.3 | Joint Ventures, Partnerships etc. |
The Company is not, and has not agreed to become a member of any joint venture, consortium, partnership or other unincorporated association; and the Company is not, and has not agreed to become, a party to any agreement or arrangement for participating with others in any business sharing commissions or other income.
- 28 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 8.4 | Agreements with Related Parties etc. |
| 8.4.1 | There are no Indebtedness being incurred (actual or contingent) nor any indemnity, guarantee or security arrangement between the Company and any current or former employee or current or former director of the Company or a current or former related party1 of the Company. |
| 8.4.2 | There are no existing contracts, arrangements or understandings whether legally binding or not between, on the one hand, the Company and, on the other hand, the Seller or any current or former related party of the Company. |
| 8.4.3 | The Company has not been a party to any contract, arrangement or understanding with any current or former employee or current or former director of any Company or any current or former related party of any Company, or in which any such person is interested (whether directly or indirectly). |
| 8.5 | Effect of Sale and Purchase of the Sale Shares |
Neither entering into, nor compliance with, this Agreement nor Completion will, or is likely to result in a breach or cancellation of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any contract or arrangement to which the Company is a party or by which the Company or its property or assets may be bound or affected or violate any laws or any order, writ, injunction or decree of any Governmental Authority affecting the Company.
| 9. | Real Estate and Property |
| 9.1 | Real Property |
The Company does not own or otherwise have an interest in any immovable real properties
| 1 | For the purposes of this Agreement, “related party” means a person connected with a director or former director, or substantial shareholder or former substantial shareholder of the relevant Company, within the meaning set out in the Company Act 2016. Section 197(1) of the Company Act 2016 provides that: |
“A person shall be deemed to be connected with a director if the person is –
| (a) | a member of the director’s family; |
| (b) | a body corporate which is associated with that director; |
| (c) | a trustee of a trust, other than a trustee for an employee share scheme or pension scheme, under which that director or a member of the director’s family is a beneficiary; or |
| (d) | a partner of that director or a partner of a person connected with that director.” |
Further, Section 197(2) of the Company Act 2016 provides that:
| “ | (a) “a member of the director’s family” means the director’s spouse, parent, child, including adopted child and stepchild, brother, sister and the spouse of the director’s child, brother or sister; |
| (b) | a body corporate is associated with a director if — |
| (i) | the body corporate is accustomed or is under an obligation, whether formal or informal, or the majority of directors of the body corporate is accustomed, to act in accordance with the directions, instructions or wishes of that director; |
| (ii) | that director has a controlling interest in the body corporate; or |
| (iii) | that director, or persons connected with that director, or that director and persons connected with him, are entitled to exercise, or control the exercise of, not less than twenty per centum of the votes attached to voting shares in the body corporate.” |
“person connected with a substantial shareholder” shall have the same meaning ascribed to a “person connected with a director” save that all references therein to a director shall be read as a reference to a substantial shareholder.
- 29 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
whether located within or outside of Malaysia.
| 9.2 | Lease / Tenancy |
| 9.3 | Lease / Tenancy |
| 9.3.1 | The tenanted premises used in connection with the Business and the Company are occupied solely in accordance with the Tenancy Agreements, which is the only tenancy entered into by the Company, and there is no material subsisting breach or any non-compliance by the Company with any covenant, condition or agreement contained therein. In relation to the Tenancy Agreements: |
| (i) | the respective landlords have not refused to accept rent or made any complaint or objection and the receipt for the payment of rent which fell due immediately prior to the Effective Date is unqualified; |
| (ii) | there are no restrictions in the Tenancy Agreements that prevent the properties from being used now or in the future for the present use; |
| (iii) | the properties are being used in accordance with agreed usage as set out in the Tenancy Agreements; |
| (iv) | the tenancies are not expressed to be subject to any right of re-entry or re-possession on other ground except non-payment of rent or breach of covenant by the tenant. |
| (v) | the respective landlords have no right to determine the tenancies before the expiry of their contractual term except non-payment of rent, default or breach of covenant by the tenant; |
| (vi) | no alterations have been made to the properties at the expense of the Seller and/or the Company without all necessary consents and approvals and all such alterations to the property are to be disregarded on rent reviews and do not have to be reinstated at the expiry of the term of the tenancies; |
| (vii) | the tenant can assign or underlet the whole of the properties subject only to obtaining the respective landlord’s consent (such consent not to be unreasonably withheld whether expressly or by statute). |
| (viii) | all steps in rent reviews have been duly taken and no rent reviews are or should be currently under negotiation, or the subject of a reference to an expert or arbitrator or the courts. |
| (ix) | the termination of the tenancies shall be made in accordance with the terms of the Tenancy Agreements or in a manner mutually agreed in writing between the tenant and the respective landlord. |
- 30 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 10. | Legal Matters |
| 10.1 | Compliance with Laws |
| 10.1.1 | The Company has carried on its business in accordance with all applicable laws (including those relevant to the relations between the Company and its employees, personal data protection and anti-corruption) and there is no investigation, disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any Governmental Authority outstanding or anticipated against any of the Company which may have an adverse effect on the Company. |
| 10.1.2 | The Company has not received any notice or other communication (official or otherwise) from any Governmental Authority with respect to an alleged, actual or potential violation and/or failure to comply with any such applicable law, or requiring the Company to take or omit any action. |
| 10.2 | Licences and Consents |
| 10.2.1 | All Authorisation necessary for the carrying on of the Business by the Company have been obtained, and are not subject to onerous conditions, are in full force and effect, and have been and are being complied with in all material respects. |
| 10.2.2 | There is no investigation, enquiry or proceeding outstanding or anticipated which is likely to result in the suspension, cancellation, modification or revocation of any Authorisation. |
| 10.2.3 | None of the Authorisation has been breached or is likely to be suspended, modified or revoked or not renewed (whether as a result of the entry into or completion of this Agreement or otherwise). Further, there are no factors that might in any way prejudice the continuance or renewal of any Authorisation. |
| 10.3 | Litigation |
| 10.3.1 | The Company is not involved whether as plaintiff or defendant or otherwise engaged in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration or are being prosecuted for any criminal offence and there are no such claims, legal actions, proceedings, suits, litigations, prosecutions, investigations, enquiries, mediations or arbitrations pending or threatened by or against the Company. |
| 10.3.2 | Neither the Seller nor the Company, nor any of the properties, assets or operations which it owns or in which it is interested, is subject to any continuing injunction, judgement or order of any court, arbitrator, Governmental Authority, nor in default under any order, licence, regulation or demand of any Governmental Authority or with respect to any order, suit, injunction or decree of any court. |
| 10.3.3 | There are no investigations, disciplinary proceedings or other circumstances likely to lead to any such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration involving the Company in any respect. |
- 31 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 10.3.4 | There is no act or omission of the Company which have occurred which would entitle the Government of Malaysia or any Governmental Authority to commence an action against the Company, and there is no order, decree or judgment of any court or any Governmental Authority of Malaysia against the Company. |
| 10.4 | Insolvency etc. |
| 10.4.1 | No application or order has been made or petition presented, or resolution passed or meeting convened for the winding up of the Company, nor has any distress, execution or other process been levied against the Company. |
| 10.4.2 | The Company is not insolvent and no receiver and/or manager, special administrator, trustee or any other similar officer has been appointed over any asset or undertaking of the Company and no such appointment has been threatened. |
| 10.4.3 | The Company is not in liquidation and no proceedings have been brought or threatened for the purpose of winding up of the Company. |
| 10.4.4 | There are no facts, matters or circumstances which exist that will give any person the right to apply to liquidate or wind up the Company. |
| 10.4.5 | No composition in satisfaction of the debts of the Company, or scheme of arrangement of its affairs, or compromise or arrangement between it and its creditors and/or members or any class of its creditors and/or members, has been proposed, sanctioned or approved. |
| 11. | Insurance |
| 11.1 | Coverage |
| 11.1.1 | All Assets which are capable of being insured have at all material times been insured with a reputable and duly authorised insurer, and on terms usually or prudently maintained by any person holding assets the same as or similar to those held by the Company or performing a business activity the same or similar to any business activity performed by the Company. |
| 11.1.2 | The Company has at all material times been and is adequately covered against accident, physical loss or damage, third party liability (including product liability), and other risks normally covered by insurance by such companies. |
| 11.2 | Details of Insurance Policies |
In respect of all the insurance policies held by the Company in the ordinary course of business:
| 11.2.1 | all the policies are current, in full force and effect; |
| 11.2.2 | are legal, valid and binding obligation enforceable according to its terms; |
- 32 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 11.2.3 | no act, omission, breach, misrepresentation or non-disclosure by or on behalf of the Company has occurred which makes any of these policies void, voidable or unenforceable, or would entitle insurers to decline to pay all or any part of any claim made under the insurance policies or to terminate any such policy; |
| 11.2.4 | there are no special or unusual limits, terms, exclusions or restrictions in any of the insurance policies; |
| 11.2.5 | the premiums payable are not in excess of the normal rates and no circumstances exist which are likely to give rise to any increase in premiums; and |
| 11.2.6 | such insurance policies permit the Company to make claims against the policies after Completion in respect of the insured period before Completion. |
| 11.3 | Insurance Claims |
| 11.3.1 | There is no claim outstanding under any policy of insurance held by or for the benefit of the Company and no circumstance exists that is likely to give rise to such a claim. |
| 11.3.2 | No claim under any policy of insurance held by or for the benefit of the Company has been refused or settled below the amount claimed. |
| 11.4 | Contracts affecting insurance coverage |
The Company is not a party to any contract or arrangement under which:
| 11.4.1 | it has agreed to limit its ability to claim for breach of warranty or other contractual obligation in a way that might affect the rights of subrogation of any insurer; or |
| 11.4.2 | it has assumed a liability to indemnify any other person in respect of any liability for which it would not have been liable in the absence of that contract or arrangement. |
| 11.5 | Insurer’s notice |
The Company has not been notified by any insurer that it must carry out any maintenance, repair or work on its Assets.
| 12. | Taxation Matters |
| 12.1 | Returns, Information and Clearances |
| 12.1.1 | All returns, computations and notices which are or have been required to be made or given by the Company for any Taxation purpose (a) has been made or given within the requisite periods and on a proper basis and are up-to-date and (b) it is, or is likely to be, the subject of any dispute with the Inland Revenue Board of Malaysia or any Tax Authority. |
| 12.1.2 | All information required to be provided to the applicable Tax Authority has been provided within the requisite period and is accurate. |
- 33 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 12.1.3 | There are no liability (whether accrued, contingent or future) to any Taxation in respect of which a claim could be made in respect of the Company and there are no circumstances likely to give rise to such a liability and in particular (but without limitation) there exists no grounds for any claim for any Taxation against the Company under the provisions of any law relating to Taxation or whereby the Company may be held liable for any Taxation chargeable against any other person. |
| 12.1.4 | The Company is not involved in any dispute with the Inland Revenue Board or any Tax Authority concerning any matter likely to affect in any way the liability (whether accrued, contingent or future) of the Company to any Taxation or other sums imposed, charged, levied or payable under the provisions of any law relating to Taxation. |
| 12.2 | Compliance with Laws in relation to Taxation |
The Company has complied with and are in compliance with all applicable laws in relation to Taxation.
| 12.3 | Penalties and Interest |
| 12.3.1 | The Company has paid all Taxation for which it is liable to account to the relevant Tax Authority on the due date for payment thereof and is under no liability to pay any penalty or interest in connection therewith. |
| 12.3.2 | The Company has not nor has any director or officer of the Company paid, or become liable to pay, any fine, penalty or interest charged by virtue of any statutory provision relating to Taxation of the Company. |
| 12.4 | Taxation Claims, Liabilities and Reliefs |
| 12.4.1 | The Company has not nor will it become liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or amounts corresponding thereto) in consequence of the failure by it or any other person to discharge that Taxation within any specified period or otherwise, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) prior to the Completion Date. |
| 12.4.2 | The Company has not been the subject of an investigation, discovery or access order by or involving any Tax Authority and there are no circumstances existing which make it likely that an investigation, discovery or order will be made. |
| 12.4.3 | No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time after the Completion Date. |
- 34 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
| 12.4.4 | The Company does not own nor have agreed to acquire, any asset, nor have received or agreed to receive any services or facilities (including the benefit of any licences or agreements), the consideration for the acquisition or provision of which was or will be in excess of its market value, or otherwise than on an arm’s length basis. |
| 12.4.5 | The Company has not disposed nor have agreed to dispose of any asset, nor has provided or agreed to provide any services or facilities (including the benefit of any licences or agreements), the consideration for the disposal or provision of which was or will be less than its market value, or otherwise than on an arm’s length basis. |
| 12.4.6 | The Company has not incurred a loss on the disposal or deemed disposal of any asset in relation to which their ability to set the whole of that loss against any chargeable gain arising in the same or a later accounting period is or may be restricted or excluded. |
| 12.4.7 | No asset owned by the Company has at any time since their acquisition by the Company been subjected to a reduction in value such that any allowable loss arising on their disposal are likely to be reduced or eliminated or any chargeable gain arising on their disposal is likely to be increased. |
| 12.5 | Deductions / Collections from Payments |
The Company has complied in all respects with all statutory provisions relating to Taxation and where applicable has required the deduction of Tax from any payment made by it or has collected the required Tax for any payment received by it, and has properly accounted for any such Tax which ought to have been accounted for.
| 12.6 | Anti-Avoidance Provisions |
The Company has not since their incorporation or registration engaged in, or been a party to, any transaction or series of transactions or scheme or arrangement of which the main purpose, or one of the main purposes, was or could be said to be the avoidance of, or deferral of or a reduction in the liability to, Taxation.
| 12.7 | Stamp Duty |
| 12.7.1 | All documents to which the Company is a party or which form part of the Company’s title to any asset owned or possessed by it or which it may need to enforce or produce in evidence in the courts of Malaysia have been (where appropriate) adjudicated and duly stamped. |
| 12.7.2 | No relief or exemption from stamp duty has been improperly obtained, nor has any event occurred as a result of which any such duty from which the Company has obtained relief, has become payable. |
| 12.7.3 | Neither the entering into this Agreement nor Completion will affect or result in the withdrawal or revocation of any stamp duty relief or exemption granted to the Company on or before the Completion Date. |
| 13. | Miscellaneous |
| 13.1 | None of the Representatives or other persons acting on behalf of the Seller has used the Assets for any illegal activities including but not limited to any bribery, corruption or illegal political contributions. |
[the remainder of this page is intentionally left blank]
- 35 -
Share Purchase Agreement
in relation to the sale and purchase of 35% of the issued and paid-up share capital
of Restoran Gardenz Sdn. Bhd.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
| THE SELLER | |||
| SIGNED by | ) | ||
| LEW CHEE HOONG | ) | ||
| (NRIC No. ) | ) | ||
| ) | /s/ Lew Chee Hoong | ||
| ) | LEW CHEE HOONG | ||
| THE PURCHASER | |||
| SIGNED by | |||
| WF Venture Ltd. | |||
| /s/ Ho Phei Yen | |||
| Name: Ho Phei Yen | |||
| NRIC No.: | |||
| Designation: Director | |||
| For and on behalf of | |||
| WF Venture Ltd | |||
| Registration No.: 2170485 |
- 37 -
Exhibit 4.10
This Tenancy Agreement is made on the
1st December 2025
BETWEEN
Lew Chee Hoong
(IC NO. 750722-14-5459)
(“The Landlord”)
AND
Win-Fung Fibreglass Sdn Bhd
(COMPANY REGISTRATION NO: 117136-D
(“The Tenant”)
Demised Premises Address:
Lot 3942, Jalan 5D,
Kg Baru Subang, Seksyen U6
40150 Shah Alam,
Selangor |
TERM and CONDITIONS of the Tenancy:-
| 1) | The Tenant is liable to pay to the relevant authorities for Electricity, Water and Sewerage charges of the premises during the tenancy period. |
| 2) | The Tenant has to keep every part of the demised premises with the fixtures and additions of furnished unit thereto in Tenantable repair (Reasonable fair wear and rear accepted), otherwise the tenant will have to compensate for the damage of the item cost. |
| 3) | The Tenant must not make any alterations and/or additions to the demised premises or remove any of the landlord’s fixture without the previous consent in writing to the Landlord, such consent shall not be unreasonably withheld and if consent is given without obtaining the planning approval and all other requisite permissions from the appropriate authorities. |
| 4) | To permit the Landlord and his duly authorized agent at all reasonable times and periodically appointment to enter and examine the state of repair of the demised premises and forthwith to repair. |
| 5) | Tenant is liable and of which written notice shall have been given to the tenant: |
| a) | To comply with rules, regulations and by-laws of the local Authorities/Building Management or any other Authorized concerned in respect of the demised premises; |
| b) | Not to carry on or allow to be carried on any hazardous, immoral, illegal of offensive trade or business or permit to be done on the demised premises anything which may be or become nuisance to the neighbors; |
| c) | Not to bring or permit of suffer to be brought into or upon the demised premises or any part thereof any goods or do permit or suffer to be done upon the demised premises anything which may invalidate or affect any insurance taken out by the landlord in respect of the demised premises; |
| d) | To deliver to the Landlord the demised premises in good and tenantable condition and repair at the expiry of the tenancy hereby created. It must be thoroughly clean or else cleaning charges will be imposed. |
| 6) | The period of tenancy shall follow as below:- |
| i) | After completion of two (2) years tenancy period from the date hereof, if the Landlord shall require the said Premises for its own use or for its development purposes whatsoever, the Landlord may prematurely terminate this Tenancy Agreement by giving to the Tenant a two (2) months written notice of such sooner determination; |
| ii) | After completion of two (2) years tenancy period for the date hereof, if the Tenant desires to terminate the Tenancy Agreement before the expiration of the term hereby created, the Tenant shall be required to give a two (2) months written notice of such soon determination. |
2
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written
| Signed by Landlord: | Signed by the Tenant: | |
| /s/ Lew Chee Hoong | /s/ Law Wai Boon | |
| Lew Chee Hoong | Win-Fung Fibreglass Sdn Bhd | |
| (NRIC NO: ) | Law Wai Boon | |
| (NRIC NO: ) |
| In the presence of: | In the presence of: | |||
| /s/ | /s/ | |||
| (witness by) | (witness by) | |||
| Name: | Name: | |||
| NRIC: | NRIC: | |||
| Date: | Date: | |||
3
THE SCHEDULE
(which is to be taken, read and construed as an integral part of this Agreement)
| SECTION | DESCRIPTION | PARTICULARS |
| 1. | Date: | 1st December 2025 |
| 2. | Landlord: |
Mr Lew Chee Hoong
Tel : |
| 3. | Tenant: |
Win-Fung Fibreglass Sdn Bhd Company Reg. No. 117136-D Lot 3893, Jalan 4D, Kg Baru Subang, Seksyen U6, 40150 Shah Alam, Tel: |
| 4. | Said Premises: |
Lot 3942, Jalan SD, Kg Barn Subang, 40150 Shah Alam, Selangor |
| 5. | Term of Tenancy: | Two (2) years with an option to renew for another one year at the then prevailing market rental to be mutually agreed upon. |
| 6. |
a) Date of Commencement of Tenancy:
b) Date of Expiry: |
1st December 2025
30th November 2027 |
| 7. | Monthly Rent: | 12,000.00 (Ringgit Malaysia: Twelve Thousand Only) |
| 8. | Deposit: |
Security deposit of RM24,ooo.oo (i.e., equivalent to two months reserve rent) Utility deposit of RM6,ooo.oo |
| 9. | Due Date for payment of monthly rent: | The First day of each calendar month, of which rental shall be paid to the owner not exceeding the seventh day of each calendar month. |
| 10. | Monthly rental to credit to Landlord’s Bank Account No: |
Name of Bank: Account Name: Account No: |
| 11. | Usage: | Tenant should pay all charges and outgoing in respect of the supply water, electricity, sewerage, and other utilities supplied to the Said Premised during the Tenancy |
| 12. | Purpose: | residential |
4
Exhibit 8.1
List of Subsidiaries
| Name | Jurisdiction of Incorporation | Percentage of Ownership | ||||
| Win-Fung Fibreglass Sdn. Bhd. | Malaysia | 100 | % | |||
| WF Venture Ltd. | British Virgin Islands | 100 | % | |||
| Global Key Investment Limited | Hong Kong | 100 | % | |||
| The Rise Bar & Cafe Sdn. Bhd. | Malaysia | 70 | % | |||
Exhibit 12.1
CERTIFICATIONS
I, Chee Hoong Lew, certify that:
| 1. | I have reviewed this annual report on Form 20-F of WF Holding Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 30, 2026
| /s/ Chee Hoong Lew | |
| Chee Hoong Lew | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 12.2
CERTIFICATIONS
I, Ka Hei Cheung, certify that:
| 1. | I have reviewed this annual report on Form 20-F of WF Holding Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 30, 2026
| /s/ Ka Hei Cheung | |
| Ka Hei Cheung | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of WF Holding Limited (the “Company”), does hereby certify, to such officer’s knowledge, that:
| 1. | The Company’s Annual Report on Form 20-F for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
IN WITNESS WHEREOF, the undersigned have executed this statement on April 30, 2026.
| /s/ Chee Hoong Lew | |
| Chee Hoong Lew | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ Ka Hei Cheung | |
| Ka Hei Cheung | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |