Linkers Industries Limited (LNKS) POS AMProspectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on October 28, 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

Post Effective Amendment No. 1
To

Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________

Linkers Industries Limited
(Exact name of Registrant as specified in its charter)

________________________

Not Applicable
(Translation of Registrant’s name into English)

Lot A99, Jalan 2A-3, A101 & A102, Jalan 2A, Kawasan Perusahaan MIEL
Sungai Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia
+60 4-4417802
(Address, including zip code, and telephone number, including area code, of principal executive offices)

________________________

c/o Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________________

With a Copy to:

________________________

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, as amended, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act: 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 7(a)(2)(B) of the Securities Act. ☐

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†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

2,200,000 Class A Ordinary Shares

Linkers Industries Limited

This is the initial public offering of the Class A ordinary shares, par value US$0.00001 per share (“Class A Ordinary Shares”), of Linkers Industries Limited (“LIL”). We are offering 2,200,000 Class A Ordinary Shares of LIL, representing 16.36% of the issued and outstanding ordinary shares, par value US$0.00001 per shares (“Ordinary Shares”), of LIL following completion of this offering, assuming the underwriters do not exercise their over-allotment option. Following this offering, 16.36% of the issued and outstanding Ordinary Shares will be held by public shareholders, assuming the underwriters do not exercise their over-allotment option. The Selling Shareholders are offering 2,200,000, Class A Ordinary Shares to be sold pursuant to the Resale Prospectus. We will not receive any proceeds from the sale of the Class A Ordinary Shares to be sold by the Selling Shareholders.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. The offering price of our Class A Ordinary Shares in this offering is expected to be between US$4 and US$6 per share. We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “LNKS.” There is no assurance that our listing application will be approved by the Nasdaq Capital Market, and if our application is not approved by the Nasdaq Capital Market, this initial public offering will be terminated.

We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus, Mr. Man Tak Lau, our controlling shareholder (“Controlling Shareholder”) will own 5,829,500 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, being 61.93% of our total issued and outstanding Ordinary Shares and representing 91.60% of the total voting power, assuming that the underwriters do not exercise their over-allotment option. As a result, our Controlling Shareholder will have the ability to control the outcome of certain matters submitted to shareholders for approval through his controlling ownership of the Company, such as the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. See “Risk Factors — Risks Related to our Class A Ordinary Shares — our Controlling Shareholder has significant voting power and may take actions that may not be in the best interests of our other shareholders” for further information. However, even if we are deemed as a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Stock Market Rules. See “Risk Factors — We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.”

LIL is a holding company registered and incorporated in the British Virgin Islands (“BVI”), and is not a Malaysian operating company. As a holding company with no material operations, we conduct our operations in Malaysia through our operating subsidiary, TEM. This is an offering of the Class A Ordinary Shares of LIL, the holding company incorporated in the BVI, instead of shares of our operating subsidiary, TEM. You may never directly hold any equity interest in our operating subsidiary.

Unless otherwise stated, references to the “Company”, “Group”, “we”, “us”, and “our” in the prospectus are to LIL, the BVI entity that will issue the Class A Ordinary Shares being offered in this prospectus. References to “our operating subsidiary” and “operating subsidiary” refer to TEM. Although our ownership interest in TEM is held through an intermediate company in the BVI, the structure under which we operate involves unique risks to investors. See “Risk Factors — Risks Related to our Corporate Structure”.

Investing in our Class A Ordinary Shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Class A Ordinary Shares in “Risk Factors” beginning on page 14 of this prospectus.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements.    See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer” for additional information.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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(1)       Represents underwriting discounts equal to 7.0% per Class A Ordinary Share.

(2)       Assumes that the underwriters do not exercise any portion of their over-allotment option.

(3)       Based on an assumed initial public offering price of $5 per share, the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus.

Based on an assumed initial public offering price of $5 per share, the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus. We expect our total cash expenses for this offering to be approximately US$1,495,825, exclusive of the underwriting discounts and non-accountable expense allowance. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or FINRA, as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting” for further information.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares if any such shares are taken. We have granted the underwriters an option for a period of forty-five (45) days after the closing of this offering to purchase up to 15% of the total number of our Class A Ordinary Shares offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be US$885,500 based on an assumed initial public offering price of US$5 per Class A Ordinary Share, and the total gross proceeds to us, before underwriting discounts and expenses, will be US$12,650,000.

If we complete this offering, net proceeds will be delivered to us on the closing date. The underwriters expect to deliver the Class A Ordinary Shares against payment as set forth under “Underwriting” on or about [*], 2024.

The date of this prospectus is            , 2024.

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell our Class A Ordinary Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Class A Ordinary Shares.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

We are registered and incorporated in the BVI and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Until and including [•], 2024 (twenty-five (25) days after the date of this prospectus), all dealers that buy, sell or trade our Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We obtained statistical, market and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications, including, but not limited to, an industry report commissioned by us and prepared by Ken Research Private Limited, a third-party independent industry research firm, to provide information regarding the industry we operate in. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to:

•        “Articles” or “Articles of Association” are to the second amended and restated articles of association of our Company adopted on December 8, 2023, with effect from February 21, 2024 and as amended, supplemented and/or otherwise modified from time to time;

•        “BVI” is to the British Virgin Islands;

•        “BVI Act” is to the BVI Business Companies Act as amended from time to time;

•        “Class A Ordinary Shares” are to the Class A ordinary shares with a par value of US$0.00001 each of LIL;

•        “Class B Ordinary Shares” are to the Class B ordinary shares with a par value of US$0.00001 each of LIL;

•        “Controlling Shareholder” is to Mr. Man Tak Lau, who beneficially owns an aggregate of 8,329,500 Ordinary Shares, including 5,829,500 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, which will represent 61.93% of the total issued and outstanding Ordinary Shares, representing 91.60% of the total voting power, immediately after the completion of this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus assuming the underwriters do not exercise their over-allotment option;

•        “COVID-19” is to the Coronavirus Disease 2019;

•        “Exchange Act” is to the U.S. Securities Exchange Act of 1934, as amended;

•        “Euro,” “EUR,” or “€” is to the currency of the member states participating in the European Monetary Union;

•        “Hong Kong” is to the Hong Kong Special Administrative Region of the PRC;

•        “IPO” is to an initial public offering of securities;

•        “Malaysia Factory” is to the production site of TEM located in Kedah Darul Aman, Malaysia;

•        “Memorandum” or “Memorandum of Association” is to the second amended and restated memorandum of association of our Company adopted on December 8, 2023, with effect from February 21, 2024 and as amended, supplemented and/or otherwise modified from time to time;

•        “Ordinary Shares” or “Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;

•        “our operating subsidiary” or “operating subsidiary” is to TEM;

•        “PRC”, “China” or “Mainland China” is to the People’s Republic of China;

•        “RM” is to Ringgit Malaysia, the legal currency of Malaysia;

•        “Securities Act” is to the U.S. Securities Act of 1933, as amended;

•        “TEM” is to TEM Electronics (M) Sdn. Bhd., a company established in Malaysia with limited liability, a direct wholly-owned subsidiary of TSPL and an indirect wholly-owned subsidiary of LIL;

•        “TSPL” is to TEM SP Limited, a company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of LIL;

•        “U.S. dollars” or “US$” or “dollars” or “USD” are to the legal currency of the United States; and

•        “we”, “us”, “our”, “our Company”, the “Company”, “our Group”, the “Group”, or “LIL” in this prospectus are to Linkers Industries Limited, a business company incorporated in the BVI with limited liability under the BVI Act on December 8, 2022, that will issue the Class A Ordinary Shares being offered.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

LIL is a holding company registered and incorporated in the BVI with operations conducted in Malaysia through its operating subsidiary, TEM. LIL’s reporting currency is RM. This prospectus contains translations of RM into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from RM to U.S. dollars and from U.S. dollars to RM in this prospectus were calculated at the noon buying rate of US$1 = RM4.7157 on June 28, 2024 for figures during the fiscal years ended June 30, 2024 as published in H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that the RM or U.S. dollar amounts referred to in this prospectus 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.

LIL’s fiscal year ends on June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year. References to a particular “year” are also to our fiscal year ended June 30 of that calendar year unless the text indicates otherwise.

INDUSTRY AND MARKET DATA

This prospectus includes statistical, market and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications, including, but not limited to, an industry report commissioned by us and prepared by Ken Research Private Limited, a third-party independent industry research firm, to provide information regarding the industry we operate in, as well as estimates by our management based on such data. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this prospectus should be viewed with caution.

TRADEMARKS, SERVICE MARKS, AND TRADE NAMES

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ® and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Doing Business in Malaysia

Our operations are subject to various laws and regulations in Malaysia.

Our business is regulated by various laws and regulations in Malaysia such as regulations on business licenses, intellectual property rights, employment, personal data and privacy, dividends, unmanned aircraft, distribution trade services and cybersecurity. Please refer to the section titled “Regulations” in this prospectus for more details. Certain registrations, certificates and/or licenses for the conduct of our business are required under the above laws.

Based on our experience, some of the laws and regulations of the place where we operate our business are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Therefore, we cannot assure you that, for the implementation of our business plans and the introduction of any new services or products, we will be able to obtain all the necessary registrations, certificates and/or licenses. Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against us, which may adversely affect our reputation, financial condition or results of operation.

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. The Malaysian economy registered modest growth of approximately 3.1% in 2021 and after contraction of 5.6% in 2020, according to the Department of Statistics Malaysia. 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. Furthermore, on March 11, 2020, the World Health Organization or WHO declared the coronavirus or COVID-19 a pandemic. To help counter the transmission of COVID-19, the government of Malaysia initiated movement control orders (“MCO”), the first effective from March 18, 2020. The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. The first MCO was extended three times, each for a two-weeks period, until May 12, 2020. On May 13, 2020, the MCO was eased to the CMCO where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the Government of Malaysia. The CMCO was further relaxed, and on June 8, 2020, Malaysia moved into the RMCO. Due to a resurgence of COVID-19, the CMCO was reimposed in the states of Sabah, Selangor, Kuala Lumpur and Putrajaya effective from October 14, 2020. On November 7, 2020, the CMCO was extended to a wider geographical area to include another six states in the country. Effectively, ten of thirteen states in Malaysia were placed under CMCO with the exceptions of Perlis, Pahang and Kelantan. On January 1, 2021, the Government of Malaysia extended the RMCO through March 31, 2021. On January 12, 2021, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country. On March 5, 2021, lockdowns in most part of the country was eased to a

CMCO, nevertheless, COVID-19 cases in the country continue to rise. On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection of the country fall below 4,000; (ii) intensive Unit Care, or ICU, wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The country is administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated, with another 30% having received at least one dose of the vaccine. As of March 2022, Malaysia stood at position 26 as the country with the highest COVID-19 cases as recorded under the coronavirus statistics of the “worldometer”. Total COVID-19 cases in Malaysia hit approximately 3.6 million and associated fatality of 33,228. These figures are huge relative to the small size economy of the country. We are witnessing the adverse impact on the purchasing power of consumers in Malaysia, where our operations are mainly conducted as a direct result of the prolonged pandemic. As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain. 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 the business we may be able to conduct in Malaysia and the profitability of such business.

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.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

We are exposed to fluctuations in the value of the RM. To the extent the USD increases in value relative to the RM, our margins may be adversely affected. Foreign exchange rates may also impact trade between countries as fluctuations in currencies may impact the value of goods as between two trading countries. We do not take actions to hedge against foreign exchange and transaction risks and are therefore exposed to the swing in the value of the RM. Consequently, short-term or long-term exchange rate movements or controls may have a material adverse effect on our business, financial condition, results of operations and liquidity.

We are subject to foreign exchange control policies in Malaysia.

The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, 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 BNM. The foreign exchange policies monitor and regulate both residents and non-residents of Malaysia. 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. In the event BNM or any other country where we operate introduces any restrictions in the future, our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries may be affected. Since we are a BVI holding company and rely principally on dividends and other payments from our subsidiaries 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.

Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.

We are required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act (“FCPA”), which generally prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business, directing business to another, or securing an

advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.

We rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.

LIL is a BVI holding company and has no material assets other than the ownership of equity interests in our subsidiaries. We rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. If any one of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Our ability to service our debt, if any, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries 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 subsidiaries to declare or pay dividends or make distributions. Our subsidiaries are separate and distinct legal entities; to the extent that we need funds, and our subsidiaries are 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 subsidiaries to distribute funds), our liquidity and financial condition could be materially harmed.

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.

All 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., BVI or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.

Risks Related to Our Business and Industry

Fluctuations in the prices of our major raw materials could materially and adversely affect our business, financial conditions and results of operations.

Some of our raw materials are subject to price volatility as a result of changes in levels of global demand, supply disruptions, political influence on trade, fluctuation on import duties, extended/uncertainties in lead time and other factors. In particular, connectors and terminals, which constitute a large portion of our raw materials requirements and are made of metal and plastic that are considered as commodities. We cannot assure you that we will be able to effectively manage the risk of price fluctuations of wire at all times. If there is an increase in the prices of copper, wires, terminals, connectors, plastic materials and other raw materials that we require for our production, we may not be able to shift such corresponding price increase to our customers in a timely manner, and this may have a material and adverse effect on our business, financial conditions and results of operations.

An unanticipated or prolonged interruption of operations at production facility would have a material and adverse effect on our business, financial conditions and results of operations.

Our business is dependent on the continued and uninterrupted performance of our production facility. However, our production facility is subject to operating risks, including equipment failures, failures to comply with applicable regulations, disruptions in power supply, industrial accidents, labor shortages, strike, fire, earthquake or other natural

calamities, and acts of sabotage. If any unanticipated or prolonged interruption of operations at our production facility occurs as a result of any of the foregoing or other risks or factors, we may not be able to deliver our products to our customers in a timely manner or at all. Consequently, our business reputation and customer relationship may be damaged, we may be subject to compensation claims from customers and our ability to attract new businesses may be adversely affected.

Our failure to acquire raw materials or to fill our customers’ orders in a timely and cost-effective manner could materially and adversely affect our business operations.

We rely on third-party suppliers to meet our raw materials requirements and we do not enter into any long-term contracts with them. The terms of services provided by our suppliers may be susceptible to fluctuations with regard to pricing, timing and quality. The principal types of raw materials in the manufacturing of our products consist of silicon and polyvinyl chloride wires, plastic materials, connectors, terminals and various other components such as relays, timers and thermistors. Business relationships with our key suppliers could deteriorate, and existing procurement arrangements could change without advance notice. If any of our major suppliers is unable to deliver raw materials according to such schedule or in such volume as is required for our production, and we fail to purchase from other suppliers in a timely and cost-effective manner, our manufacture and delivery of products required by our customers could be delayed. In addition, we may sometimes need to purchase raw materials, components and other supplies in the market at higher prices to meet our production deadlines if the delivery of the raw materials and components that we ordered is delayed. Our relationships with our customers could be adversely affected as a result of any of such delays or increases of our selling price due to an increase in purchase prices of raw materials and other supplies, which may materially and adversely affect our business, financial conditions and results of operations.

Moreover, as we do not have long-term contracts with our suppliers, we may not be able to exercise adequate control over their operations. As a result, we are not able to ensure their compliance with applicable laws and regulations. We are not in a position to ascertain whether our suppliers have obtained all licenses, permits and approvals necessary for their operations, or complied with all applicable laws and regulations. Failure on the part of any of our suppliers to comply with applicable laws and regulations may damage our corporate image, and adversely affect our customer relationships.

The economy in general may 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 international economy, with our sales to customers located mainly in the Asia Pacific Region. We cannot assure you that the Asia Pacific region 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 Asia Pacific region 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.

We generate a significant amount of export sales. Conducting business in overseas markets involves risks and uncertainties such as foreign exchange rate exposure and political and economic instability that could lead to reduced overseas sales and reduced profitability associated with such sales.

We generated a significant amount of export sales, which principally consisted of our sales to customers located mainly in the Asia Pacific Region. We believe that overseas risks and uncertainties could lead to reduced overseas sales and reduced profitability associated with such sales, which would reduce our overall sales and profits.

If we fail to effectively implement our production plan or our inventories become obsolete, our future performance and operating results will be adversely affected.

We plan our production primarily based on our projection and orders received from our customers. However, we cannot guarantee that our internal projections of the demand are accurate. If our projections for orders are inaccurate, we may build up raw materials of our products in excess of actual demand. Our inventory mainly comprises raw materials, components and finished products. Raw materials mainly comprise connectors, terminals, silicon and

polyvinyl chloride wires and other materials and components, such as relays, timers and thermistors, used in the production of our products. Our inventories may become obsolete as a result of adverse changes in industry standards and emergence of new or substitute products in our industry. If we fail to effectively manage our production and inventory levels or otherwise have significant levels of obsolete or excessive inventories, our business, financial conditions and results of operations may be materially and adversely affected.

We rely on a limited number of major customers, of which may reduce or stop making purchase orders for our products.

Revenue generated from our top five customers accounted for 86.2% and 92.4% of our total revenue for the years ended June 30, 2024 and 2023, respectively. Despite that we have entered into framework agreements with some of our customers, we do not have long-term agreements with any of our top five customers, and their purchases are made on an order-by-order basis. Our business with our customers has been, and we expect it will continue to be, conducted based on the actual orders received from time to time. Our customers are not obligated in any way to continue placing orders with us at the same or increasing levels, or at all. Their level of demand for our products may fluctuate significantly from period to period. Such fluctuation is attributable mainly to changes in customer demand, including their business strategies, operational needs and product portfolio. In addition, a majority of our revenue are generated from customers located in the Asia Pacific Region. If there are any material changes in the economic and political environment and local laws and regulations in these countries, it may adversely affect our sales to the respective customers located therein.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards.

Our success depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to the design and other technologies for our products involve complex scientific, legal and factual questions and analysis and, therefore, the validity and scope of our technology, know-how and other intellectual property may be highly uncertain. Our competitors may bring intellectual property infringement claims against us for the purposes of gaining competitive advantages over us. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time-consuming and may significantly divert the effort and resources of our technical and management personnel. If any claim is adversely determined against us in any of such potential litigation or proceedings, we could be subject to significant liabilities to third parties. As a result, we may be required to seek licenses from third parties, pay ongoing royalties and also redesign our products. We could further be subject to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted litigation could also result in our existing or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and reputation.

We rely on a combination of trademark laws and other methods to protect our intellectual property rights. It could be difficult and expensive to police unauthorized use of intellectual property. The steps we have taken may be inadequate in preventing misappropriation of our technologies, trademarks, trade names or other intellectual property. Our inability to prevent others from unauthorized use of our intellectual property could harm our business, reputation and competitive positions. Further, we may have to enforce our intellectual property rights through litigation. Such potential litigation may result in substantial costs and diversion of resources and management attention.

Failure to comply with applicable environmental regulations and safety standards could harm our business.

We are required to comply with various environmental, occupational health and safety laws and regulations in Malaysia. Our production operations are subject to periodic monitoring visits by the relevant government authority on safety, health and machineries aspects. We also need to conduct periodic mandatory assessment report on chemical and noise hazard every three years as required by the relevant governmental authority. If more stringent environmental protection, occupational health and safety laws, regulations and standards are introduced, we may need to utilize significant financial resources to ensure compliance, which will result in an increase in our operating costs and have a material and adverse effect on our business, financial conditions and results of operations.

Our production processes involve machineries and equipment that may be prone to industrial accidents. There can be no assurance that industrial accidents, whether caused by malfunction or misuse of equipment or machineries, will not occur in the future. In such event, we may be liable to claims brought against us by injured employees or their families in cases of fatalities. We may also be subject to fines or penalties for violations of applicable health and safety laws and regulations by government authorities as well as suspension of our operations for investigation after such incidents. In addition, we may also be required by local government authorities to amend and implement new health and safety requirements to prevent the reoccurrence of such incidents in the future. Any of the aforementioned could have a material and adverse effect on our reputation, business, financial condition and results of operations.

Failure to renew our current leases or to locate desirable alternatives for our production facility may materially and adversely affect our business.

Our production facility, offices and warehouses are presently located on leased premises. At the end of each lease term, we may not be able to negotiate an extension of the lease and may therefore be forced to move to a different location, or the rent we pay may increase significantly. This could disrupt our operations and adversely affect our profitability. In addition, we may not be able to obtain new leases at desirable locations on acceptable terms to accommodate our future growth, which could materially and adversely affect our business, financial conditions and results of operations.

We may experience labor shortage or unrest or may incur high labor costs.

Some of our production processes, such as assembly of parts and components, are labor intensive. While we have not experienced any significant labor shortages in the past, we cannot assure you that we will not face such problems in the future. In addition, as a result of changes in the labor market conditions or industry practices or minimum wage requirements or otherwise, we may be required to increase the wages of our workers. In order for us to remain competitive, we expect the salary levels of our employees and contract workers will continue to be determined according to the prevailing market wage rates in relevant locations as well as the performances of such employees and contract workers in the foreseeable future. However, we cannot assure you that we will not face labor unrest or we will not raise the wages of our employees and contract workers whether due to labor unrest in our Group or as a result of wage rise of other manufacturing companies in Malaysia. Labor unrest will disrupt our production and the higher wages will result in increased labor costs for us. If we cannot increase our product prices to offset the additional labor costs in a timely manner or in a sufficient amount or if we experience labor shortage or labor unrest, our business, financial conditions and results of operations may be materially and adversely affected.

We may require additional capital in the future, which may not be available or may only be available on unfavorable terms.

We use various machinery and equipment, including automated cutting, stripping and crimping machines, in our production facility. Our future capital requirements may be substantial as we seek to expand our operations and production capacity, including purchasing new machinery and equipment. There is no assurance that we will have adequate internal and external resources to fund our future capital requirements. We may from time to time need to raise additional funds to meet such capital requirements. However, any equity or debt financing, if available at all, may be on terms that are not favorable to us. A large amount of bank borrowings and other debts may result in a significant increase in interest expenses while at the same time exposing us to increased interest rate risks. Equity financings could result in dilution to the shareholding of our shareholders, and the securities issued in future financings may have rights, preferences and privileges that are senior to those of our Shares. If we fail to obtain necessary funding on acceptable terms or at all, we may be forced to delay capital investment projects, research and development activities, potential acquisitions and investments or otherwise curtail or cease operations.

Our business, financial conditions and results of operations are adversely affected by economic cycles, including the global financial and economic crisis.

Our business is highly correlated with the trend and development of the global home appliances, industrial products and automotive industries. The demand for our products relies on the market condition of such industries which might fluctuate over time. If the global demand for products in such industries falls as a result of adverse economic cycles, the demand for our products may also fall, which would have a material and adverse effect on our business, financial conditions and results of operations. There are significant uncertainties and risks that may

adversely affect the continued recovery of the global economy. There is no assurance that the global economy will continue to grow at a stable pace or at all, or will not experience a recession in the future. If the global economy grows at a lower than expected rate or experiences a recession in the future, demand for our products will decrease and our business, financial conditions and results of operations would be materially and adversely affected.

We may not be able to develop, manufacture and introduce new and technologically enhanced products that meet our customers’ requirements consistently.

The markets for our products are characterized by rapid changes caused by the frequent emergence of new technologies. This requires us to anticipate and respond rapidly to changes in industry standards and customer needs and to develop, manufacture and introduce new and enhanced products on a timely and cost effective basis. Failure to anticipate and respond to customers’ changing needs and emerging technological trends timely and accurately, to develop, manufacture and introduce products that meet the evolving needs of our customers could adversely affect our relationships with our customers, thus resulting in our loss of market share. If this occurs, it may have a material and adverse effect on our business, financial conditions and results of operations.

Our products are required to meet industry standards or governmental safety requirements and our customers place significant emphasis on product quality and reliability in selecting their suppliers. As a result, if our products experience quality deficiency issues, our business, financial conditions and results of operations could be materially and adversely affected.

Our business depends on delivering products of consistently high quality. Many of our products are subject to industry standards set by various authorities and organizations, including the European Union and international standards on the use of chemicals and raw materials, such as the Restriction of Hazardous Substances Directive, as well as the specifications required by our customers. Further, we are required to meet product safety and other requirements imposed by the relevant government authorities in countries that our products or the end-products of our customers are sold to and our customers place significant emphasis on product quality and reliability in selecting us as their supplier. To ensure high quality standards, our products are inspected and tested for quality by our quality control personnel in accordance with our internal procedures. There is no assurance that our quality inspection and testing procedures may be effectively complied with at all times. Failure to comply with such quality inspection and testing procedures by our employees could result in faulty or defective products being delivered to our customers. In addition, our quality testing procedures may not always be sufficient. Any changes in the relevant industry technical standards or governmental safety requirements will affect our sales if our products do not meet such new standards or requirements. There is no assurance that such problems will not occur in the future. Significant quality defects of our products may result in damage of our reputation and loss of customers and future sales, and may subject us to potential compensation claims by affected customers.

We face significant competition in our business and our inability to compete effectively would be detrimental to our business and prospects for future growth.

We operate in a highly competitive industry where the entry barrier is low. As such, we face significant competition in our business. The industry and markets for our products are characterized by factors such as rapid technological change and new product development, rapid product obsolescence, evolving industry standards and significant price erosion over the life of a product. We primarily compete on the following bases:

•        product functionality, quality and reliability;

•        design, technical and manufacturing capabilities;

•        ability to meet customers’ delivery schedules;

•        customer relationships and services; and

•        product price.

There can be no assurance that we will maintain our competitiveness in any of these areas with respect to any of our products. Many of our existing and potential competitors may have significantly greater financial, manufacturing, sales, marketing and other resources than we have. If we fail to compete effectively in the future, our business and prospects for future growth would be materially and adversely affected.

We are exposed to credit risks of our customers.

We are exposed to credit risks of our customers. We do not have access to all the information necessary to form a comprehensive view on their creditworthiness. The complete financial and operational conditions of customers are not always available to us, and we may not be in any position to obtain such information. As a result, if any of our major customers experiences any financial difficulty and fails to settle the outstanding amounts due to us in accordance with the agreed credit terms, our working capital position may be adversely affected. Provisions for impairment or write-offs may also be required for trade receivables.

In the course of business, we may from time to time engage in actions, legal proceedings to collect unpaid or disputed amounts due from our customers. After all reasonable steps have been taken to attempt to recover outstanding payments, we may need to resolve by commencing legal actions. Any ongoing legal proceedings or disputes with customers may distract our senior management’s attention and consume our time and other resources. In addition, even if we ultimately succeed in our claims, there may be negative publicity attached to such actions, which may materially and adversely affect our reputation and brand names. In the case of an adverse verdict, we may be required to pay significant monetary damages, assume significant liabilities or suspend or terminate parts of our operations.

We are dependent on our key executives and personnel.

Our future success depends upon our management, as they have critical industry experience and relationships that we need to implement our business strategy. They play a pivotal role in our daily operations and business strategies. They also develop strong bonds with the clients they serve. A loss of the services of any members of our management could negatively affect the implementation of our business plan. The remaining of our workforce are skilled personnel with many duties in their area of specialization. Our competitors may offer more favorable compensation packages to them. The loss of the services of any member of our workforce could negatively impact our operations, and making it difficult to move forward with our expansion plan. We cannot assure you that we will be able to attract or retain key executives and personnel to maintain or expand our business.

We may be unable to achieve our business objectives.

We accomplish our objectives through the implementation of our future plans. In the event that we fail to implement such growth strategy, or to do so in a timely manner, or on commercially acceptable terms, we may not be able to achieve our projected business growth and it may adversely affect our operating results. Moreover, the successful implementation of our future plans is subject to significant business, economic and competitive uncertainties and contingencies that are beyond our control and could postpone or increase the costs of implementation.

Our financial result for the year ending June 30, 2025 is expected to be adversely affected by non-recurring listing expenses.

Our management is of the view that our financial results for the year ending June 30, 2025 are expected to be adversely affected by the listing expenses in relation to the offering, the nature of which is non-recurring. See “Expenses related to this offering” section of this prospectus for further information. Part of the listing expenses is expected to be accounted for as a deduction from equity upon listing while part of the listing expenses has been and is expected to be recognized as expenses in the consolidated statements of income which is expected to be recognized for the year ending June 30, 2025. Accordingly, the results of operation and financial performance for the year ending June 30, 2025 may be adversely impacted, and may or may not be comparable to our financial performance in the past.

We may be subject to litigation, arbitration or other legal proceeding risk.

We may be subject to arbitration claims and lawsuits in the ordinary course of our business. As of the date of this prospectus, we are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations. Actions brought against us may result in settlements, awards, injunctions, fines, penalties and other results adverse to us. A substantial judgment, settlement, fine or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

Our internal control system may become ineffective or inadequate.

We rely on our internal control system to ensure effective business operations. We have established, maintained and relied on an internal control system comprising a series of policies and procedures. There is no assurance that the internal control system in place will prove at all times adequate and effective to deal with all the possible risks given the fast-changing environment in which we operate. We cannot assure that our internal control system has no deficiencies or inherent limitations, or that it can fully prevent us from our employees’ misconduct. Such deficiencies or inherent limitations may adversely affect our financial condition and results of operations.

A sustained outbreak of the COVID-19 pandemic could have a material adverse impact on our business, financial condition, and results of operations.

The COVID-19 pandemic continues to rapidly evolve. At this time, there continues to be volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations and financial results. The Malaysian government imposed varying measures to combat COVID-19, ranging from different degrees of movement control orders to nationwide lockdowns. See also “Risks Related to Doing Business in Malaysia — Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us”. The implementation of measures to prevent the spread of COVID-19 have resulted in disruptions to our business development efforts which depend, in part, on attendance at in-person meetings, industry conferences and other events. In addition, economic slowdowns and uncertainty brought by COVID-19 have negatively affected market demand and customer spending.

The COVID-19 pandemic has caused companies like us and our business partners to implement temporary adjustments to work schedules and travel plans, mandating employees to work from home and collaborate remotely. As a result, we may have experienced lower efficiency and productivity, internally and externally, which may adversely affect our service quality. Moreover, our business depends on our employees. If any of our employees has contracted or is suspected of having contracted COVID-19, these employees will be required to be quarantined, otherwise they could pass it to our employees, potentially resulting in severe disruption to our business.

The extent to which the COVID-19 pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this prospectus, including the effectiveness of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. The pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate, including communicating with clients and the relevant listing authorities. Moreover, besides COVID-19, our business and ability to operate could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics.

Our operations through our operating subsidiary are located in Malaysia, where a majority of our employees currently reside. Consequently, we are highly susceptible to factors adversely affecting Malaysia. If any of the abovementioned natural disasters, health epidemics or other outbreaks were to occur in Malaysia, we may experience material disruptions, such as temporary closure of our offices, production facility and suspension of services, which may materially and adversely affect our business, financial condition and results of operations.

The war in Ukraine could materially and adversely affect our business and results of operations.

The recent outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may lead

to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business. As at the date of this prospectus, to the best knowledge of the Company, we and our subsidiaries (i) do not have any direct business or contracts with any Russian or Ukraine entity as a supplier or customer, (ii) do not have any knowledge whether any our customers or suppliers have any direct business or contracts with any Russian entity, (iii) our business segments, products, lines of service, projects, or operations are not materially impacted by supply chain disruptions by the war in Ukraine, and (iv) have not been financially affected by the war in Ukraine. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations, and prospects.

We do not anticipate any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine, and we have not taken any actions to mitigate such potential risks. Our board of directors will continue to monitor any potential risks that might arise due to the war in Ukraine which are specific to the Company, including but not limited to risks related to cybersecurity, sanctions, and supply chain, suppliers, or service providers in affected regions as well as risks connected with ongoing or halted operations or investments in affected regions.

Risks Related to our Corporate Structure

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share. Due to the disparate voting powers associated with our two classes of ordinary shares, our Controlling Shareholder will beneficially own 91.60% of the aggregate voting power of our Company immediately following the completion of this Offering, assuming that the underwriters do not exercise their over-allotment option. The interests of our Controlling Shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholder differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

We cannot predict the effect our dual-class structure may have on the market price of our Class A Ordinary Shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public

consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of our ordinary shares would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our Class A Ordinary Shares. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our ordinary shares, we will likely be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

The future sales of Class A Ordinary Shares by existing shareholders, including the sales pursuant to the Resale Prospectus, may adversely affect the market price of our Class A Ordinary Share.

As a relatively small-capitalization company with relatively small public float we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. The Class A Ordinary Shares registered for resale as part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float. Sales of a substantial number of our Class A Ordinary Shares in the public market could occur at any time. The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our Class A Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Class A Ordinary Shares. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares. Despite such a decline in the public trading price, certain Selling Shareholders may still experience a positive rate of return on the Class A Ordinary Shares due to the lower price that they purchased the Class A Ordinary Shares compared to other public investors and may be incentivized to sell their Class A Ordinary Shares when others are not.

Our Controlling Shareholder has significant voting power and may take actions that may not be in the best interests of our other shareholders.

As of the date of this prospectus, our directors, officers and our Controlling Shareholder hold in aggregate 74.04% or more of our Ordinary Shares. After this offering, our Controlling Shareholder will hold in aggregate 61.93% or more of our Ordinary Shares. We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus, our Controlling Shareholder, will own 61.93% of our total issued and outstanding Shares, representing 91.60% of the total voting power, assuming that the underwriters do not exercise their over-allotment option. Our Controlling Shareholder will have the ability to control the outcome of certain matters submitted to shareholders for approval through his controlling ownership of the company, such as the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.

The interests of these shareholders may not be the same as, or may even conflict with, your interests. For example, these shareholders could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Class A Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of our Class A Ordinary Shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other shareholders.

We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Following this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus, our largest shareholder will continue to own more than a majority of the voting power of our outstanding Ordinary Shares. Under the Nasdaq listing 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 is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company”, we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, 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. Accordingly, if we rely on the exemptions, during the period we remain a “controlled company” and during any transition period following a time when we are no longer a “controlled company”, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our Controlling Shareholder’s shareholdings in companies with similar businesses may lead to conflicts of interest with our Company and our other shareholders.

Our Controlling Shareholder is also the controlling shareholder of TEM Holdings Limited and Brascabos International Group Ltd, being companies which are engaged in manufacturing of wire/cable harnesses and other related products in PRC and Brazil, respectively. When there are new business opportunities of manufacturing of wire/cable harnesses introduced to our Controlling Shareholder, potential conflicts of interest may arise in how our Controlling Shareholder allocates such opportunities between the three companies. TEM Holdings Limited and Brascabos International Group Ltd are also the suppliers and customers of certain component of our business. Our Controlling Shareholder’s relationship with the two companies may influence our Company’s decision making and such decision may not be in the best interest of our Company and our other shareholders.

Certain of our directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

Certain of our directors are engaged in several other business endeavors. As our directors are not required to commit their full time to our affairs, a conflict of interest may arise in how certain of our directors allocate their time between our operations and their other businesses. If the other business affairs of certain of our directors require them to devote substantial amounts of time to such affairs, it may cause distraction to their attention and could have a negative impact on our ability to operate efficiently. However, our directors are aware of his/her fiduciary duties as a director of a company and shall exercise the care, diligence and skill that a reasonable director would exercise when such conflict arises.

Risks Related to our Class A Ordinary Shares

If we fail to meet applicable listing requirements, Nasdaq may not approve our listing application, or may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.

We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “LNKS.” There is no assurance that our listing application will be approved by the Nasdaq Capital Market, and if our application is not approved by the Nasdaq Capital Market, this initial public offering will be terminated. We expect that our Class A Ordinary Shares will be listed on Nasdaq Capital Market on or promptly after the date of this prospectus. However, we cannot assure you that we will be able to meet Nasdaq’s initial listing standards or that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Class A Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

•        a limited availability of market quotations for our Class A Ordinary Shares;

•        reduced liquidity for our Class A Ordinary Shares;

•        a limited amount of news about us and analyst coverage of us; and

•        a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

The U.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Class A Ordinary Shares will be listed on Nasdaq, such securities will be covered securities. Although states are pre-empted from regulating the sale of our Class A Ordinary Shares when they are listed on Nasdaq, this statute does allow the states to

investigate companies if there is a suspicion of fraud, and if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities on a case-by-case basis. Further, if we were no longer listed on Nasdaq, our Class A Ordinary Shares would not be covered securities and we would be subject to regulations in each state in which we offer our Class A Ordinary Shares.

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “LNKS.” There is no assurance that our listing application will be approved by the Nasdaq Capital Market, and if our application is not approved by the Nasdaq Capital Market, this initial public offering will be terminated. An active public market for our Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A Ordinary Shares shortly following this offering. If the market price of our Class A Ordinary Shares after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in the price of our Class A Ordinary Shares, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and results of operations and divert management’s attention and resources from our business.

Our Class A Ordinary Shares are expected to initially trade under US$5.00 per share and thus would be known as “penny stock.” Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Class A Ordinary Shares.

Our Class A Ordinary Shares are expected to initially trade below US$5.00 per share. As a result, our Class A Ordinary Shares would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than US$5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Class A Ordinary Shares could be considered to be “penny stock.” A penny stock is subject to rules that impose additional sales practice requirements on brokers/dealers who sell these securities to persons other than established members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of brokers/dealers to sell our Class A Ordinary Shares, and may negatively affect the ability of holders of our Class A Ordinary Shares to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks generally do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to do so.

Volatility in the price of our Class A Ordinary Shares may subject us to securities litigation.

The market for our Class A Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our Class A Ordinary Share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The market price of our Class A Ordinary Shares may be highly volatile, and you could lose all or part of your investment.

The trading price of our Class A Ordinary Shares is likely to be volatile. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of this offering, and the concentrated ownership of our Class A Ordinary Shares among our executive officers and directors. As a result of our small public float, our Class A Ordinary Shares may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. Our stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

•        whether we achieve our anticipated corporate objectives;

•        changes in financial or operational estimates or projections;

•        termination of the lock-up agreement or other restrictions on the ability of our shareholders and other security holders to sell shares after this offering; and

•        general economic or political conditions in Malaysia, the United States, or elsewhere.

In addition, the stock price of a number of companies involved in initial public offerings, particularly among companies with relatively smaller public floats, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, 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 Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to sell additional Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in the ordinary shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the Class A Ordinary Shares they hold or may not be able to sell their Class A Ordinary Shares at all.

In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our pre-IPO shareholders, including our Controlling Shareholder, will be able to sell their shares after completion of this offering subject to restrictions under Rule 144.

Our pre-IPO shareholders, including our Controlling Shareholder, may be able to sell their Ordinary Shares pursuant to Rule 144 under the Securities Act after completion of this offering and after expiration of the applicable lock-up period. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of our Class A Ordinary Shares following completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

Substantial future sales or perceived sales of our Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of our Ordinary Shares in the public market, or the perception that these sales could occur, could cause their market price to decline. Such sales might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Additionally, if any existing shareholder or shareholders sell a substantial amount of our Ordinary Shares, this, in turn, could have a material adverse effect on their price.

Because our initial public offering price is substantially higher than our pro forma net tangible book value per share, you will incur immediate and substantial dilution in the book value of your Class A Ordinary Shares.

Investors purchasing our Class A Ordinary Shares in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per Class A Ordinary Share. As a result, investors purchasing Class A Ordinary Shares in this offering will incur immediate dilution. See “Dilution” for more information on the dilution you may experience as a result of investing in this offering.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use the net proceeds from this offering for our manufacturing business and other corporate purposes. We have not determined a specific use for a portion of the net proceeds of this offering now earmarked for working capital and other general corporate purposes, and our management will have considerable discretion in deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds would be used appropriately before you make your investment decision, and you must therefore rely on the judgment of our management regarding the application of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that would improve our results of operations or increase the price of our Class A Ordinary Shares, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We will design our disclosure controls and procedures to provide reasonable assurance that the information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases. Under BVI law, we may only pay dividends if we will, immediately after the payment of dividend, satisfy the solvency test (i.e. the value of our assets exceeds our liabilities and we are able to pay our debts as they fall due).

Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.

Subject to the BVI Act and the memorandum and articles of association, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the payment of dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend. Even if our board of directors decides to declare and

pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our Class A Ordinary Share price or trading volume to decline.

If a trading market for our Class A Ordinary Share develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Class A Ordinary Shares will have had relatively little experience with us or possibly with our industry as well, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our Class A Ordinary Share price, our share price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Malaysia or Hong Kong against us or our directors named in the prospectus based on foreign laws.

We are incorporated under the laws of the BVI. We conduct our operations in Malaysia through our operating subsidiary and substantially all of our assets are located in Malaysia. In addition, all of our directors and executive officers named in this prospectus reside in Malaysia or Hong Kong, and substantially all 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 our directors and officers 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 BVI, Malaysia, Hong Kong, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

There is uncertainty as to whether the courts of the BVI would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers to impose liabilities predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in the BVI against us or our directors or officers predicated upon the federal securities laws of the United States or the securities law of any state in the United States.

Hastings & Co., our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict

with a prior Hong Kong judgment. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

As the rights of a shareholder under BVI law differ from those under U.S. law, you may have fewer protections than you would as a shareholder of a U.S. corporation.

Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Act (as amended), and the common law of the BVI. The rights of shareholders to take legal action against our directors, action by minority shareholders and the fiduciary responsibilities of our directors and officers under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the English common law and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law are largely codified in the BVI Act, but are potentially not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, BVI has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law.

Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States.

BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.

Shareholders of BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the BVI, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the BVI, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the BVI and (f) there is due compliance with the correct procedures under the laws of the BVI. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

BVI laws may provide less protection for minority shareholders than those under U.S. law, and therefore minority shareholders who are dissatisfied with the conduct of our affairs may not have the same options as to recourse in comparison to the shareholders of a U.S. corporation.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies).

The BVI Act contains various mechanism to protect minority shareholders, including: (i) Restraining or Compliance Orders: if a company or a director of a company engages in, proposes to engage in or has engaged in, conduct that contravenes the BVI Act or the company’s memorandum and articles of association, the court may, on the application of a member or a director of the company, make an order directing the company or its director to comply with, or restraining the company or director from engaging in conduct that contravenes, the BVI Act or the company’s memorandum and articles of association; (ii) Derivative Actions: the court may, on the application of a member

of a company, grant leave to that member to: (a) bring proceedings in the name and on behalf of that company; or (b) intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company; (iii) Unfair Prejudice Remedies: a member of a company who considers that the affairs of the company have been, are being or are likely to be, conducted in a manner that is, or any acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him, may apply to the court for an order and, if the court considers that it is just and equitable to do so, it may make such order as it thinks fit, including, without limitation, one or more of the following orders: (a) in the case of a shareholder, requiring the company or any other person to acquire the shareholder’s shares; (b) requiring the company or any other person to pay compensation to the member; (c) regulating the future conduct of the company’s affairs; (d) amending the memorandum or articles of association of the company; (e) appointing a receiver of the company; (f) appointing a liquidator of the company under section 159(1) of the Insolvency Act; (g) directing the rectification of the records of the company; and (h) setting aside any decision made or action taken by the company or its directors in breach of the BVI Act or the company’s memorandum and articles of association; (iv) Personal and Representative Actions: a member is able to bring an action against the company for a breach of a duty owed by the company to member in his capacity as a member. Where a member brings such an action and other members have the same (or substantially the same) action against the company, the court may appoint the first member to represent all or some of the members having the same interest and may make an order: (a) as to the control and conduct of the proceedings; (b) as to the costs of the proceedings; and (c) directing the distribution of any amount ordered to be paid by a defendant in the proceedings among the members represented.

The BVI Act provides that any member of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (i) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (ii) a consolidation, if the company is a constituent company; (iii) any sale, transfer, lease, exchange or other disposition of more than 50% of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including: (a) a disposition pursuant to an order of the court having jurisdiction in the matter; (b) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests within one (1) year after the date of disposition; or (c) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (iv) a redemption of 10% or less of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (v) an arrangement, if permitted by the court.

Generally, any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the BVI or their individual rights as shareholders as established by the company’s memorandum and articles of association.

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 the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. corporation.

Upon the closing of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) 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 (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Shares. Furthermore, foreign private issuers are not required to file their annual report on Form 20-F until one hundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “goal”, “objective”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” and “ongoing”, or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus 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. Forward-looking statements include statements about:

•        timing of the development of future business;

•        capabilities of our business operations;

•        expected future economic performance;

•        competition in our market;

•        continued market acceptance of our services and products;

•        protection of our intellectual property rights;

•        changes in the laws that affect our operations;

•        fluctuations in foreign currency exchange rates;

•        our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business;

•        continued development of a public trading market for our securities;

•        the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations;

•        managing our growth effectively;

•        projections of revenue, earnings, capital structure and other financial items;

•        fluctuations in operating results;

•        dependence on our senior management and key employees; and

•        other factors set forth under “Risk Factors.”

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

INDUSTRY AND MARKET DATA

This prospectus includes statistical market and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications, including, but not limited to, an industry report commissioned by us and prepared by Ken Research Private Limited (“Ken Research”), a third-party independent industry research firm, to provide information regarding the industry we operate in, as well as estimates by our management based on such data. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this prospectus should be viewed with caution.

While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which our operating subsidiary operates is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

INTRODUCTION OF THE WIRE/CABLE HARNESSES INDUSTRY

Wire/cable harnesses manufacturing is the process of assembling wires/cables with connectors, terminals and other components bound together with straps, cable ties and electrical tapes into a single unit to provide a reliable and organized solution for electrical connections. The customers of the wire/cable harnesses industry generally include manufacturers and OEMs in the major appliances market, the industrial products market and the automotive market. As the major appliances market is one of the major customer markets of the wire/cable harnesses industry, the rise and fall of the international major appliances market has and is expected to have a direct impact on the wire/cable harnesses industry.

MAJOR APPLIANCES MARKET IN THE ASIA PACIFIC REGION

According to Ken Research, the growth of major appliances market in the Asia Pacific region experienced fluctuation from 2017 to 2022, with a compound annual growth rate (“CAGR”) of 5.1% in terms of revenue generated from export and domestic sales of major appliances, from US$115.3 billion in 2017 to US$147.8 billion in 2022.

Major appliances market in the Asia Pacific region declined in 2019 and 2020 as a result of various factors including increasing political uncertainty and tensions in global trade, pressure upon the international trade and cross-border investment and the COVID-19 pandemic.

Major appliances market in the Asia Pacific region rebounded in 2021. In China, e-commerce had grown rapidly, with more consumers purchasing major appliances online through popular e-commerce platforms. China’s home appliance industry has filled the supply gap in the global home appliance market with its efficient supply chain system and thus had a supernormal growth. In India, as the COVID-19 pandemic developed to a later stage, users increasingly favored products with large-capacity and health-conscious features. E-commerce had developed rapidly in the past two years, with the proportion of online sales of home appliances steadily increased. For pacific countries, the COVID-19 pandemic has led to prolonged home office hours for local residents, which stimulated the demand for home renovation and refurbishment, and drove the development of the real estate market. User demand for home appliances increased accordingly.

The growth of major appliances market in the Asia Pacific region after 2022 will be affected by several factors. According to Ken Research, companies in the industry may face inflationary pressures primarily due to the fluctuation in the macro economic and foreign exchange rate. Affected by macro factors and overseas geopolitical conflicts, the political and economic environment became more complicated for companies. The outbreak of war in certain regions could impact the upstream expenses and global supply chains within the home appliance industry leading to higher prices. This would also impact the consumer confidence and they might not be willing to spend much on high ticket size goods like appliances. Furthermore, as a lot of revenue for companies comes from overseas operations, sharp

exchange rate fluctuations due to macro fluctuations not only bring negative effects on the overseas operations, but also lead to exchange losses and increase the finance costs for companies leading to higher prices of major appliances. This would also make imported goods more expensive, which is another factor contributing to higher inflation. While the market may be negatively affected by economic factors such as low consumer confidence, high inflation rates, and low GDP growth rates which have been forecasted by countries, such negative effects will likely be offset by the positive impact on sales of major appliances brought about by the rapid pace of technological change. For example, the rise of smart homes and connected devices may lead to a shift away from traditional appliances towards more high-tech options. This will enable the industry to grow at a CAGR of 6.2% between 2022 and 2027 in terms of sales value, from US$147.8 billion in 2022 to US$199.3 billion in 2027.

The chart below sets out the historical (2017-2022) and forecast (2023-2027) of the sales revenue of major appliances in the Asia Pacific Region, respectively:

Source: Ken Research

MAJOR APPLIANCES MARKET IN WESTERN EUROPE

According to Ken Research, the growth of major appliances market in Western Europe also experienced fluctuation from 2017 to 2022, with a CAGR of 1.2% in terms of revenue generated from export and domestic sales of major appliances, from US$32.6 billion in 2017 to US$34.6 billion in 2022.

In 2019, Brexit had a major impact on the market affecting all the European countries leading to a decline of 3.0% in the major appliances market in Western Europe in terms of sales revenue. Shortages in the supply of semiconductors since before the pandemic in 2020 further posed challenges for the European market. Major appliances market for major economies like that of Germany was affected by the slowdown in GDP growth reflected in the fall of amount of exports of major appliances during that period.

During 2020 and 2021, COVID-19 pandemic led to a continuous increase in user demand for home appliances in the large-capacity and healthy-living categories. For some of the consumers, it led to economic uncertainty while for others it meant extra funds to spend on major appliances given lack of expenditure on travel and leisure, leading to a growth of market size by revenue of 5.2% and 9.1% in 2020 and 2021, respectively. Many consumers decided to fulfill their potential purchases and upgrade their hygiene standards or storage capabilities with new laundry appliances, dishwashers or refrigeration appliances and focused on products which added convenience to their everyday lives. Hence, the overall industry performed well in the entire region with sales revenue for major appliances experiencing strong growth in Western Europe during the years.

In 2022, major appliances market in Western Europe experienced a decline of 7.0% in terms of sales revenue as compared to that of 2021, driven by lower sales volumes. Consumer demand was negatively impacted by increased general inflation, interest rates, geopolitical tensions due to the Russia-Ukraine war which created an uncertain business environment, macro-economic fluctuations and foreign exchange rate. Supply chain constraints limited the ability to fulfill the underlying demand during the first half of the year, which led to an increase in price of raw materials and logistics causing additional cost for the companies.

Going forward, after the sales spike during the COVID-19 pandemic, major appliances market is expected to see stable growth in performances in Western Europe over the forecast period from 2023 to 2027. Despite the maturity in some of the bigger national markets and economic scenario which might worsen by uncertain geopolitical conditions, it is expected that increasing number of smart homes and subsequent demand for smart appliances along with an enhanced product visibility due to rise in online channels for sale with focus on omnichannel presence will be able to countervail the hindrance and contribute to the growth of market in the future. According to Ken Research, it is expected that sales value of major appliances market in Western Europe will be increased from US$34.6 billion in 2022 to US$38.5 billion in 2027, representing a CAGR of 2.2%.

The chart below sets out the historical (2017-2022) and forecast (2023-2027) of the sales revenue of major appliances in Western Europe, respectively:

Source: Ken Research

WIRE/CABLE HARNESSES MARKET IN MALAYSIA

The sales of wire/cable harnesses in Malaysia grew at a CAGR of 5.7% between 2017 and 2022, with revenue increased from US$509.5 million in 2017 to US$672.3 million in 2022. It is expected that the sales value will continue to increase and reach US$982.1 million in 2027, representing a CARG of 7.9% between 2022 to 2027.

The chart below sets out the historical (2017-2022) and forecast (2023-2027) of the sales revenue of wire/cable harnesses in Malaysia:

Source: Ken Research

Market Segmentation of the Wire/Cable Harnesses Market in Malaysia

According to Ken Research, the wire/cable harnesses market in Malaysia is segmented into 5 major types of end users, including automotive, major appliances, industrial equipment, other consumer appliances and others.

The chart below sets out the historical (2022) and forecast (2027) of the sales revenue of wire/cable harnesses in Malaysia segmented by each type of end users.

Note 1: The automotive industry includes companies that require wire/cable harnesses for manufacturing vehicles, including cars, trucks, buses, and motorcycles.

Note 2: The major appliances industry includes companies that require wire/cable harnesses for manufacturing of washers, dryers, refrigerators, freezers, dishwashers, ovens, microwave ovens, cookware, juice makers, food processors and vacuum cleaners.

Note 3: The industrial equipment industry includes companies that require wire/cable harnesses for manufacturing of agricultural machineries, power generation equipment and manufacturing machineries.

Note 4: The other consumer appliances segment includes companies that require wire/cable harnesses for manufacturing of home security appliances, entertainment appliances and small kitchen appliances.

Note 5: The others segment includes wire/cable harnesses required in manufacturing of aerospace and defense, gaming and amusement, medical equipment and devices, commercial refrigeration, food machines and entertainment appliances.

Source: Ken Research

In the year of 2022, the automotive industry is the largest segment of end users with the sale revenue of US$221.8 million, representing 33.0% of the total revenue of the wire/cable harnesses market in Malaysia of the year. The increasing demand for wire/cable harnesses in the automotive industry is a major factor driving the growth of the wire/cable harnesses market in Malaysia. The automotive industry has been witnessing a significant growth in demand for wire/cable harnesses due to the rise in demand for electronic devices, electric vehicles, and embedded wiring harnesses in the vehicles. With the emerging need of electric vehicles, the demand for wire/cable harnesses in the automotive industry is expected to grow and the automotive industry is expected to remain as the largest segment of end users in 2027. This segment is estimated to contribute to US$333.9 million revenue to the wire/cable harnesses market in Malaysia, representing 34.0% of the forecast total revenue in the market in 2027.

The second largest market segment is the major appliances market with the sale revenue of US$161.3 million, representing 24.0% of the of the total revenue of the wire/cable harnesses market in Malaysia in 2022. Given the growing interest in smart and connected devices, it is expected that the major appliances market would continue to grow and forecast to contribute to US$216.1 million of the total revenue of the wire/cable harnesses market in Malaysia in 2027, representing 22.0% of the market.

The third largest market segment is the industrial equipment market with the sale revenue of US$121.0 million in 2022, representing 18.0% of the of the total revenue of the wire/cable harnesses market in Malaysia in the year. As the development of new infrastructure project in Malaysia continues, this segment is expected to grow and contribute to US$186.6 million of the revenue of the total revenue of the wire/cable harnesses market in Malaysia in 2027, representing 19.0% of forecast sale revenue of the market.

Major market drivers of the wire/cable harnesses market in Malaysia

1.      Governmental encouragement towards technological development

The Malaysian government has put emphasis on technological development and launched the National Fourth Industrial Revolution Policy, being the transformation of industries through application of emerging technology. The governmental push toward industry 4.0 technologies is expected to increase the demand for wire/cable harnesses products used in automated machinery and robotics. The government of Malaysia has also set a target for 100,000 electric vehicles on the road by 2030, the increasing demand for electric and hybrid vehicles in Malaysia is expected to cause a cascading demand in the wire/cable harnesses market in Malaysia.

2.      Malaysia as an attraction location for wire/cable harnesses manufacturing

Malaysia is one of the leading producers of wire/cable harnesses in Southeast Asia, with a large number of domestic and international companies operating in the country. Malaysia’s proximity to other Association of Southeast Asia Nations market and its established manufacturing industry makes it an attractive location for wire harnesses manufacturing companies. The geographical advantage allows local wire/cable manufacturers to attract clientele from Asia and other different parts of the world.

3.      Increasing trend of mass customization and need for high quality wire/cable harnesses

In both the international and Malaysian market, there is a growing demand for complex and customized solutions, requiring technical expertise and advance manufacturing capability. To remain competitive, companies are investing in research & development and advanced technologies, with strong emphasis on innovation and customization to meet customer needs. Wire/cable manufacturers in Malaysia are in a good position to leverage on their strength and offer competitive and quality wire/cable harnesses to meet the emerging needs.

Entry barriers of the wire/cable harnesses market in Malaysia

1.      High capital investment required for setting up a wire harnesses manufacturing facility

The production of wire/cable harnesses is capital intensive as it requires specialized machinery and equipment, which can be expensive. Additionally, the cost of raw materials such as copper and plastics can be volatile, which can impact the profitability of the business. As wire/cable harnesses manufacturing has a relatively low profit margin due to constant cost and price pressures from original equipment manufacturer customers. New entrants to the market will face a heavy burden of a high capital investment with a low profit margin.

2.      Licensing, certification and high-end technological requirements

To enter the wire/cable harnesses market, the Malaysian government requires manufacturers to obtain the manufacturing license from the Malaysian Investment Development Authority (“MIDA”). In addition to regulatory licensing, most customers of the market expect manufacturers to have certifications including the international ISO 9001 Certification for manufacturing, the Malaysian SIRIM certification for electrical products or the ISO/TS 16949 certification for automotive products. Furthermore, wire/cable harnesses customers value international technical requirements of RAST and IDC, which are high-end technologies with worldwide standards. Manufacturers with RAST and IDC capability are recognized as stronger competitors in the market attracting attention of multinational clients in the target market. The requirements from customers in licensing, certification and enhanced technological capability may pose as a barrier to new entrants as they need to fulfill heightened expectations to be competitive in the market.

3.      Strong business network

Leading wire/cable manufacturers are highly competitive in the domestic market space due to their strong partnerships with local customers in various sectors which allows wire/cable harnesses manufacturers to have exclusive access to their customers and provide a reliable supply of quality wire/cable harnesses. As a result, new entrants face difficulty in securing supply contracts with local and multinational companies. In addition, wire/cable harnesses customers evaluate their wire/cable harnesses suppliers based on criteria such as the standards of pricing, support, delivery and product performance. Generally, when wire/cable harnesses customers have approved certain wire/cable harnesses suppliers based on the above criteria, they tend to establish long-term business relationship with them. This forms a formidable barrier to entry to the wire/cable harnesses industry in Malaysia.

USE OF PROCEEDS

Based upon an initial public offering price of US$5.00 per Class A Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses payable by us, of approximately US$8,624,175 if the underwriters do not exercise their over-allotment option, and US$10,142,175 if the underwriters exercise their over-allotment option in full, after deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$5.00 per Class A Ordinary Share would increase (decrease) the net proceeds to us from this offering by US$2,024,000, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of Class A Ordinary Shares we are offering would increase (decrease) the net proceeds to us from this offering by US$4,600,000, assuming the assumed initial public offering price remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

The primary purposes of this offering are to create a public market for our Class A Ordinary Shares for the benefit of all shareholders. We plan to use the net proceeds of this offering as follows:

•        Approximately 30% for potential acquisition of companies and/or formation of joint ventures within the value chain of the wire/cable harnesses industry;

•        Approximately 20% for purchase of machinery/equipment;

•        Approximately 10% for marketing promotion and setting up global sales offices, in particular in the U.S.; and

•        Approximately 40% for funding working capital.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. As of the date of this prospectus, we have no understandings, agreements or commitments for particular uses of the net proceeds from this offering and have not currently identified any targets for acquisition of companies and/or formation of joint ventures. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe in this prospectus.

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, and we do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

During the years ended June 30, 2024 and 2023, LIL did not declare or pay any dividends or distributions and there was no transfer of assets among LIL and its subsidiaries. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments.

The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Under the BVI Act, a BVI company may make a dividend distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due.

We are a holding company incorporated in the BVI. In order for us to distribute any dividends to our shareholders, we rely on dividends paid to us by our subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our operating subsidiary.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.

DILUTION

If you invest in our Class A Ordinary Shares in this offering, your interest will be immediately diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share in this offering and the net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share. As of June 30, 2024, we had a historical net tangible book value of US$1,259,175, or US$0.11 per Ordinary Share. Our net tangible book value per Ordinary Share represents total net tangible assets less intangible asset, all divided by the number of Ordinary Shares outstanding as of June 30, 2024.

After giving effect to the sale of Class A Ordinary Shares in this offering at the assumed initial public offering price of US$5 per Class A Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), we will have 13,450,000 Ordinary Shares outstanding, and after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at June 30, 2024 would have been US$9,883,350, or US$0.73 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.62 per Ordinary Share to existing investors and immediate dilution of US$4.27 per Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Ordinary Shares in this offering:

____________

(1)      Assumes gross proceeds from the offering of 2,200,000 Class A Ordinary Shares, and assumes that the underwriters’ over-allotment option has not been exercised.

(2)      Assumes gross proceeds from the offering of 2,200,000 Class A Ordinary Shares, and assumes that the underwriters’ over-allotment option has been exercised in full.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per Class A Ordinary Share after this offering would be US$0.83, the increase in net tangible book value per Ordinary Share to existing shareholders would be US$0.72, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be US$4.17.

To the extent that we issue additional Ordinary Shares in the future, there will be further dilution to new investors participating in this offering.

The following table summarizes, on a pro forma basis as of June 30, 2024, the differences between the existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us in this offering, the total consideration paid and the average price per Class A Ordinary Shares paid at the assumed initial public offering price of US$5 per Class A Ordinary Shares, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses. The total number of Ordinary Shares does not include Class A Ordinary Shares issuable upon the exercise of the over-allotment option granted to the underwriters.

EXCHANGE RATE INFORMATION

LIL is a holding company registered and incorporated in the BVI with operations conducted in Malaysia through its operating subsidiary, TEM. LIL’s reporting currency is RM. This prospectus contains translations of RM into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from RM to U.S. dollars and from U.S. dollars to RM in this prospectus were calculated at the noon buying rate of US$1 = RM4.7157 on June 28, 2024 for figures during the fiscal years ended June 30, 2024, respectively, each as published in H.10 statistical release of the United States Federal Reserve Board. We make no representation that the RM or U.S. dollar amounts referred to in this prospectus 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.

CORPORATE HISTORY AND STRUCTURE

Corporate History and Structure

On October 31, 1995, TEM was established under the laws of Malaysia to engage in the business of manufacturing connectors, assemblies and wire/cable harness. TSPL was incorporated under the laws of the BVI on November 15, 2022 as an investment holding company. As part of the reorganization, on December 14, 2022, TSPL acquired the entire issued share capital of TEM.

Corporate reorganization

On December 8, 2022, LIL was incorporated under the laws of the BVI as a holding company. As part of the reorganization, on December 21, 2022, LIL acquired the entire issued share capital of TSPL, following which TSPL was wholly-owned by LIL and TEM was indirectly wholly-owned by LIL.

The chart below illustrates our corporate structure and identify our subsidiaries as of the date of this prospectus/upon completion of this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus of this offering:

We are offering 2,200,000 Class A Ordinary Shares, representing 16.36% of our Ordinary Shares, assuming the underwriters do not exercise the over-allotment option. We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus, our Controlling Shareholder, will own approximately 61.93% of our total issued and outstanding Shares, representing 91.60% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, and may have the ability to determine matters requiring approval by shareholders.

At each general meeting, each Class A shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one (1) vote for each Class A Ordinary Share which such shareholder holds and each Class B shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have twenty (20) votes for each Class B Ordinary Share which such shareholder holds. There are no prohibitions to cumulative voting under the laws of the BVI, but our Articles of Association do not provide for cumulative voting.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

Through our operating subsidiary, we are a manufacturer and a supplier of wire/cable harnesses with our manufacturing operations in Malaysia and have more than 20 years’ experience in the wire/cable harnesses industry. Wire/cable harness refers to an assembly of wires/cables bound together with straps, cable ties and electrical tapes to transmit signals or electrical power. Our customers are generally global brand name manufacturers and OEMs in the home appliances, industrial products and automotive industries that are mainly based in the Asia Pacific Region.

We work closely with customers in each stage of a product’s life cycle, including design, prototyping and production. Our business model enables us to offer customized wire harness for different applications and electrics designs. Our products are customized and made-to-order in accordance with the specific technical requirements of our customers.

Key Factors that Affect Results of Operation

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

Cost of raw materials

The major components of our raw materials include connectors, terminals, silicon and polyvinyl chloride wires. The purchase price of our raw materials is principally set by reference to the prevailing market prices and commodities market prices. Changes in copper commodity prices will affect our cost of copper-related raw materials, such as wires. If the prices of copper continue to increase to such an extent beyond customers’ expectations or we are unable to pass on such increases to our customers, our gross margin and results of operation will be adversely impacted. Recent global economic conditions including inflationary pressures, have not materially affected our operations. However, continued inflationary pressure may affect our operation in the future. To mitigate inflationary pressures on material costs, we have implemented the following measures: (i) proposing alternative materials with lower costs to customers; (ii) closely monitoring market and commodities prices for better inventory management; (iii) strengthening price negotiations with suppliers or passing on increased costs to customers; and (iv) reducing warehouse and logistics costs through optimization of third-party logistics services.

Direct labor cost

Direct labor cost of our Group was approximately RM3,033,100 and RM4,739,127 for years ended June 30, 2024 and 2023, respectively, representing approximately 15.0% and 16.0% of our total cost of sales, respectively. Competition for skilled labor in Malaysia has been more intense in recent years. The average labor cost in Malaysia has been on an increasing trend due to higher cost of living and the implementation of the Minimum Wages Order 2022 in Malaysia. We cannot assure that we will be able to recruit and retain sufficient workforce in a timely manner or that our labor cost will remain stable in the future. To mitigate inflationary pressures on direct labor costs, we have implemented the following measures: (i) increase labor productivity with better production planning to minimize inefficient and/or idle manpower; (ii) use of real-time information from the production floor to achieve more effective production workforce and job order management; and (iii) subcontracting simple manual processes to subcontractors in order to maintain a relatively stable in-house work force while enjoying lower labor cost from subcontractors.

General economic and market conditions of our products

We derive substantially all of our revenue from the sale of wire/cable harnesses in the international markets. Domestic and global economic growth has a significant impact on all aspects of our operations, including but not limited to the demand for and pricing of our products. To mitigate the negative impact from customers and economic growth, the company has implemented the following measures: widening customer base at Home Appliance and diversification into the Automotive industry, and passing on price pressure from customers to suppliers.

Pricing

We price our products subject to adjustments on a regular basis for both the manufacturing and trading segments, taking into account direct costs, selling and distribution costs, product specifications, relationship with customers, the size of our customers’ orders and relevant market conditions.

Fluctuations in foreign currency exchange rate

Our revenue is substantially dominated in USD, while the daily operation and settlement of operating expenses are mainly dominated in RM, USD and EUR. We are mainly exposed to foreign exchange rates fluctuations of RM against USD and EUR. Any future significant fluctuations in exchange rates will result in increases or decreases in our reported costs and earnings, and accordingly, our business, financial condition, results of operations and prospects.

Our Group currently does not have a foreign exchange hedging policy to eliminate the currency exposures. Our Directors will continue to monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise considering the hedging costs involved.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board under the historical cost convention, except as disclosed in the accounting policies as specified in the consolidated financial statements.

Critical Accounting Policies, Judgments and Estimates

The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in consolidated financial statements. In the current year, the Group has adopted all the new and revised IFRS and Interpretations of IFRS that are relevant to its operations and effective for annual periods beginning on or after July 1, 2023. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and Interpretations of IFRS. The adoption of these new or amended IFRS and Interpretations of IFRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.

Revenue recognition

Revenue from sales of goods in the ordinary course of business is recognized when the Group satisfies a performance obligation by transferring control of a promised good to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation. The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods. The individual standalone selling price of a good that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.

Transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised goods. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Group does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.

Specifically, the Group uses a five-step approach to recognize revenue:

•        Step 1: Identify the contract(s) with a client

•        Step 2: Identify the performance obligations in the contract

•        Step 3: Determine the transaction price

•        Step 4: Allocate the transaction price to the performance obligations in the contract

•        Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation

The Group recognizes revenue at a point in time when a performance obligation is satisfied, i.e., when “control” of the goods underlying the particular performance obligations is transferred to customers.

Sales of goods

For the sales of connectors, assemblies and wire harness, the Group typically receives purchase orders from customers which will set forth the terms and conditions including the transaction price, types of products, terms of delivery, and terms of payment. These terms serve as the basis of the performance obligations that the Group must fulfil in order to recognize revenue.

The key performance obligation is when delivery of finished goods has occurred, which is when the goods have been shipped to the specified location/warehouse, or the risks loss have been transferred to the customers in accordance with terms and conditions ie. Free on Board (“FOB”) or Delivered Duty Unpaid (“DDU”), as stipulated in the contracts with customers. The completion of the performance obligation is evidenced by customer’s acceptance/acknowledgement indicating receipt of the products, or other objective evidence indicating customer’s acceptance has been satisfied. No significant element of financing is deemed present as typical payment terms range from 30 to 120 days from the date of issuance of invoice.

All products sold by the Group are not given right of return. The Group offer a standard warranty on certain products for a period of 1 – 5 years to a specific group of customers. This warranty covers defects in products under normal usage conditions. The warranty against defect is not accounted for as separate performance obligation. No extended warranty options are available beyond the standard warranty period.

Trade and other receivables

A receivable is recognized when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the group has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using the effective interest method and including an allowance for expected credit losses.

Allowance for expected credit losses of trade receivables

The Group uses a provision matrix to measure expected credit losses for trade receivables. The expected credit losses rates are based on the Group’s historical loss experience of the customers, geographical locations, product types and internal ratings, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect the ability of the debtors to settle the trade receivables. In considering the impact of the economic environment on the expected credit losses rates, the Group assesses, for example, the country default risk. The Group adjusts the allowance matrix at each reporting date. Such estimation of the expected credit losses rates may not be representative of the actual default in the future.

Year ended June 30, 2023 compared to year ended June 30, 2024

The table below sets forth the age analysis of our gross accounts receivable at the end of each period:

The table below sets forth the subsequent settlements as at September 30, 2024 related to our accounts receivable as of June 30, 2024:

The table below sets forth the accounts receivable balance net of subsequent settlements as at September 30, 2024:

The table below sets forth the provision of expected credit losses for trade receivables for each aging group of our gross accounts receivable at the end of each period:

The table below sets forth the percentage of expected credit losses for trade receivables for each aging group of our accounts receivable at the end of each period:

Taxes

Current income taxes for current and prior periods are recognized at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Management periodically evaluates the positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax positions using either based on the most likely amount or the expected outcome, depending on which method provides a better prediction of the resolution of the uncertainty.

Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither the accounting nor the taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

Deferred income taxes are measured:

(i)     at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

(ii)    based on the tax consequences that will follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognized as income or expense in profit or loss statement, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

The Group accounts for investment tax credits (for example, productivity and innovation credits) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.

Sales tax

Revenue, expenses and assets are recognized net of the amount of sales tax except:

(i)     when the sales taxation that is incurred on purchase of assets or services is not recoverable from the taxation authorities, in which case the sales tax is recognized as part of cost of acquisition of the asset or as part of the expense item as applicable; and

(ii)    receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Recently issued accounting pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies and Practices”.

Results of Operations

Year ended June 30, 2023, compared to year ended June 30, 2024

The following table sets forth a summary of the consolidated results of operations of us for the years indicated.

Revenue

For the years ended June 30, 2024 and 2023, our revenue was derived from sales of wire/cable harnesses.

Our revenue decreased by RM11,840,657 or 34.6% from RM34,269,482 for the year ended June 30, 2023 to RM22,428,825 (US$4,756,203) for the year ended June 30, 2024. The decrease was mainly due to the postponement of sales orders from our customers which was influenced by global economic uncertainties such as the ongoing conflict between Gaza and Israel as well as the war in Ukraine.

Cost of sales

Our cost of sales decreased by RM9,514,378 or 32.0% from RM29,709,433 for the year ended June 30, 2023 to RM20,195,055 (US$4,282,515) for the year ended June 30, 2024. The decrease was mainly due to the decrease in sales for the year ended June 30, 2024.

Gross profit and gross profit margin

Our gross profit decreased by RM2,326,279 or 51.0% from RM4,560,049 for the year ended June 30, 2023, to RM2,233,770 (US$473,688) for the year ended June 30, 2024. The decrease was primarily due to the proportionate increase in absorption of fixed manufacturing overheads caused by the decrease in production volume.

Selling and distribution expenses

Our selling and distribution expenses consist of transportation and warehouse expenses, marketing and exhibition expenses and travelling and entertainment expenses. The following table sets forth a breakdown of our selling and distribution expenses for the years ended June 30, 2024 and 2023:

Our selling and distribution expenses decreased by RM449,810 or 49.8% from RM902,851 for the year ended June 30, 2023 to RM453,041 (US$ 96,071) for the year ended June 30, 2024, which was mainly due to the decrease in transportation and warehouse expenses.

Transportation and warehouse expenses

Our transportation and warehouse expenses mainly represented the delivery fee and storage costs of our inventories. The expenses decreased by RM412,669 or 57.5% from RM717,832 for the year ended June 30, 2023 to RM305,163 (US$64,712) for the year ended June 30, 2024, which was primarily due to the decrease in sales volume.

Marketing and exhibition expenses

Our marketing and exhibition expenses decreased by RM17,589 or 94.7% from RM18,571 for the year ended June 30, 2023 to RM982 (US$208) for the year ended June 30, 2024, which was primarily due to decrease in sample costs.

Travelling and entertainment expenses

Our travelling and entertainment decreased by RM19,552 or 11.7% from RM166,448 for the year ended June 30, 2023 to RM146,896 (US$31,151) for the year ended June 30, 2024, which was primarily due to the cost saving measures imposed by the Group.

General and administrative expenses

Our general and administrative expenses consist of salaries, welfare and other benefits, professional services fees, security service, office expenses and utilities, insurance, depreciation and amortization and others. The following table sets forth a breakdown of our administrative expenses for the years ended June 30, 2024 and 2023:

Our general and administrative expenses remained relatively stable at RM3,412,180 and RM3,332,000 (US$706,576) for the years ended June 30, 2023 and 2024, respectively.

Salaries, welfare and other benefits

Our salaries, welfare and other benefits decreased by RM82,491 or 3.5% from RM2,337,869 for the year ended June 30, 2023 to RM2,255,378 (US$478,270) for the year ended June 30, 2024, which was primarily due to the reduction of headcount, resulting in a lower personnel costs.

Professional services fees

Our professional services fees increased by RM113,605 or 55.6% from RM204,233 for the year ended June 30, 2023 to RM317,838 (US$67,400) for the year ended June 30, 2024, which was mainly due to the increase of the maintenance and enhancement expenses in ERP system.

Security service

Our security services decreased by RM25,309 or 14.5% from RM174,582 for the year ended June 30, 2023 to RM149,273 (US$31,655) for the year ended June 30, 2024, which was mainly due to the headcount reduction of security guard.

Office expenses and utilities

Our office expenses and utilities remained relatively stable at RM216,445 and RM227,666 (US$48,278) for the year ended June 30, 2023 and 2024, respectively.

Depreciation and amortization

Our depreciation and amortization decreased by RM37,158 or 20.4% from RM182,373 for the year ended June 30, 2023 to RM145,215 (US$30,794) for the year ended June 30, 2024, which was primarily due to the higher depreciation adjustment of ROU assets in 2023.

Others

Others mainly consists of bank charge, license fees, rent and other sundry expenses. The amount decreased by RM67,459 or 43.2% from RM155,992 for the year ended June 30, 2023 to RM88,533 (US$18,774) for the year ended June 30, 2024, which was primarily due to the higher stamp duty expenses in 2023.

Interest expenses

Our interest expenses represent interest expense on loan payables to related companies and interest on lease liabilities. Our interest expenses decreased by RM244,439 or 36.7% from RM666,872 for the year ended June 30, 2023 to RM422,433 (US$89,580) for the year ended June 30, 2024, mainly due to the decrease in interest on lease liabilities and loan payable to related companies.

Other income

The following table sets forth a breakdown of other income for the years ended June 30, 2024 and 2023:

Our other income primarily consists of gain on disposal of plant and equipment, proceeds from sale of scraped materials, sundry income and gain on foreign exchange, net. Our other income decreased by RM500,495 or 82.5% from RM606,707 for the year ended June 30, 2023 to RM106,212 (US$22,523) for the year ended June 30, 2024, which was primarily due to the decrease of sundry income for the insurance claim and drop of the foreign exchange gain on financial assets.

Income tax expense

The following table sets forth a breakdown of provision for income tax expense for the years ended June 30, 2024 and 2023:

Provision for income tax expense represents current income taxes and deferred taxation. Current income taxes includes tax payable in Malaysia and is calculated at 24% (2023: 24%) of the estimated assessable profits for the financial years. Taxes for other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions. Deferred income tax assets are recognized for tax losses and capital allowances carried forward to the extent that realization of the related tax benefits through future taxable profits is probable. The Group has unabsorbed tax losses of RM1,157,000

(2023: Nil) and capital allowances of RM1,885,000 (2023: RM523,000) at the reporting date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The tax losses and capital allowances have no expiry date. Deferred tax assets have not been recognized in respect of the tax losses and capital allowances due to uncertainty in the availability of future taxable profit against which the Group can utilize these tax benefits.

Under the current laws of BVI, the Company and its subsidiary, TEM SP Limited are not subject to any income tax.

Profit/(loss) for the year

As a result of the foregoing, our profit/(loss) decreased by RM2,183,981 turnaround to a loss of RM1,999,462 (US$424,001) for the year ended June 30, 2024 as compared to a net profit of RM184,519 for the year ended June 30, 2023.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated.

Trade and other receivables

The following table sets forth a breakdown of our trade and other receivables, net as of the dates indicated:

Trade receivables, net

Trade receivables represent amounts due from our customers arising from our sales. We generally grant our customers a credit terms of 30 to 120 days, depending on their reputation, transaction history and the products purchased. Our trade receivables, net decreased by RM1,756,051 or 20.3% from RM8,632,595 as of June 30, 2023 to RM6,876,544 (US$1,458,224) as of June 30, 2024. It was primarily due to the decrease in sales from our customers during the year, resulting in a lower trade receivables balance as of June 30, 2024.

Our management regularly reviews outstanding receivables and provides an allowance for expected credit losses for trade receivables. When it is no longer probable that the original invoice amounts will be collected, we write off partially or fully of the balance against the allowance for expected credit losses for trade receivables. In establishing the required allowance for expected credit losses for trade receivables, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial condition of the customers. Our management regularly reviews its receivables to determine if the bad debt allowance is adequate and adjusts the allowance as necessary. Delinquent account balances are written-off against allowance for expected credit losses for trade receivables when all collection efforts have been exhausted and that the likelihood of collection is not probable.

For details of the trade receivables, please refer to the section headed ‘‘Index to Consolidated Financial Statements — Financial risk management’’ in this prospectus.

Deposits

Our deposits mainly consist of refundable deposits for factory rental and utilities. Our deposits remained relatively stable at RM183,591 and RM188,181 (US$39,905) for the years ended June 30, 2023 and 2024, respectively.

Prepayments

Our prepayments mainly represent prepaid insurance. Our prepayments decreased by RM60,418 or 87.8% from RM68,813 as of June 30, 2023 to RM8,395 (US$1,780) as of June 30, 2024, which was primarily due to the end of amortization of insurance plans for year ended June 30, 2023.

Deferred IPO costs

The deferred IPO costs were paid to professionals we engaged to assist us in preparation for our IPO project. The amount increased by RM5,943,534 or 281.6% from RM2,110,605 as of June 30, 2023 to RM8,054,139 (US$1,707,941) as of June 30, 2024 was mainly due to i) the additional payments made to the professional parties as more work was completed towards the IPO during the period ii) the accrual for the balance of IPO professional fee.

Advances to suppliers

Advance payment to suppliers represents payment made at the request of suppliers prior to delivery of materials when purchase order is placed. Such advance payment will be reversed and drop upon receipt of materials from suppliers. Our advance payments to suppliers increased by RM221,870 or 300.0% from RM73,957 as of June 30, 2023 to RM295,827 (US$62,732) as of June 30, 2024, which was primarily due to the Company placing some purchase orders with advance payment terms close to June 30, 2024.

Inventories

Our inventories consist of raw materials, work-in-progress, finished goods, goods-in-transit and packaging materials. The decrease in inventories by RM3,965,497 or 28.8% from RM13,753,472 as of June 30, 2023 to RM9,787,975 (US$2,075,614) as of June 30, 2024 was mainly due to the lower inventory maintained in response to the reduced sales.

We regularly review our inventories levels. We believe that maintaining an appropriate level of inventories can help us better plan our raw material procurement and to deliver our products in a timely manner to meet customer demand without straining our liquidity.

During the years ended June 30, 2023 and 2024, our obsolete and slow-moving inventories amounted to RM104,386 and RM291,751 (US$61,868), respectively.

Trade and other payables

The following table sets forth a breakdown of our trade and other payables, net as of the dates indicated:

Trade payables — third parties

Our trade suppliers generally grant us credit terms between 30 and 90 days.

Our trade payables — third parties decreased by RM254,841 or 20.8 % from RM1,223,951 as of June 30, 2023, to RM969,110 (US$205,507) as of June 30, 2024, which was mainly due to the decrease in purchase of raw materials before the year end.

Trade payables — related parties

The following table set forth the breakdown of our trade payables due to related parties as of the dates indicated:

____________

(1)      The balance due to TEM Electronics (Jiangmen) Co Ltd was settled in full in September 2023.

(2)      The balance due to BAP Trading Co Ltd was settled in full in October 2024.

(3)      The balance due from TEM Electronics (Jiangmen) Co Ltd was fully settled in July 2024.

(4)      The balance due from SEAP Trading Pte Ltd was fully settled in July 2024.

Loan from related parties

The following table set forth the breakdown of the current portion of our loan from related parties as of the dates indicated:

____________

(1)      The loan due to SEAP Trading Pte Ltd is unsecured and interest bearing at 4.5% p.a. The outstanding amounts are due for repayment in July 2024 and August 2024.

Non-trade payables — related parties

The following table set forth the breakdown of our non-trade payables due to related parties as of the dates indicated:

____________

(1)      The balance due to SEAP Trading Pte Ltd is unsecured and interest free, the balance was settled in full in September 2023.

(2)      The balance due to BAP Trading Co Ltd was fully settled in July 2024.

Advances from a related party

The following table set forth the breakdown of the current portion of our advances from a related party as of the dates indicated:

____________

(1)      The balance due to New Universe Industries Ltd is unsecured and interest free, the amount will be settled upon listing.

Other payables

Our other payables consist of payables to sundry creditors, mainly including logistics and shipping companies.

Our other payables increased by RM47,517 or 19.7% from RM241,574 as of June 30, 2023, to RM289,091 (US$61,304) as of June 30, 2024, which was primarily due to the increase in sundry creditors for tooling maintenance.

Accrued expenses

Our accrued expenses mainly represented accrued staff costs and benefits, professional fees, interest expenses and others. Our accrued expenses increased by RM2,330,896 or 185.8% from RM1,254,271 as of June 30, 2023, to RM3,585,167 (US$760,262) as of June 30, 2024, which was primarily due to accrual of balance of IPO professional fee.

Lease liabilities

Our lease liabilities relate to the leases of factory and hire purchase of machineries. Operating lease assets and liabilities under operating leases are included in the consolidated balance sheets as operating lease right-of-use assets, net, operating lease liabilities, current portion, and operating lease liabilities, non-current portion.

Cash Flows

Our use of cash primarily relates to operating activities. We have historically financed our operations primarily through our cash flow generated from our operations and advances from related parties.

The following table sets forth a summary of our cash flows information for the years indicated:

Cash generated from operating activities

Our cash inflows from operating activities were principally from receipt of sales. Our cash outflows used in operating activities were principally for payment of purchases of raw materials, staff costs and other operating expenses.

For the year ended June 30, 2023, we had net cash generated from operating activities of RM2,040,451 mainly arising from net profit from our operation of RM197,435, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items primarily consisted of depreciation of property, plant and equipment of RM1,427,965. Changes in operating assets and liabilities mainly include (i) the decrease in inventories of RM2,671,383; (ii) the decrease in trade and other receivables of RM599,923 and (iii) accrued interest expenses of RM666,872; partially offset by the decrease in trade and other payables of RM3,565,014 mainly due to the decrease in the purchase of raw materials before year end. As lower inventory level was held following the easing of the COVID-19 containment measures and income tax paid of RM119,207.

For the year ended June 30, 2024, we had net cash generated from operating activities of RM1,445,316 (US$306,491) mainly arising from net loss from operation of RM1,832,106 (US$388,512), as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items primarily consisted of (i) depreciation of property, plant and equipment of RM1,245,651 (US$264,150). Changes in operating assets and liabilities mainly include (i) the decrease in inventories of RM3,699,221 (US$784,448) due to the lower inventory maintained in response to the reduced sales; (ii) the increase in trade and other payables of RM2,144,467 (US$454,751); partially offset by the increase in trade and other receivables of RM4,353,076 (US$923,103) mainly due to the increase in the deferred IPO expenses.

Cash used in investing activities

For the year ended June 30, 2023, net cash used in investing activities was RM381,597 which was mainly related to the purchase of plant and equipment.

For the year ended June 30, 2024, net cash used in investing activities was RM546,007 (US$115,785) which was mainly related to the purchase of plant and equipment.

Net cash generated from/(used in) financing activities

For the year ended June 30, 2023, net cash generated from financing activities of RM2,069,472 consisted of (i) proceeds from loans from related party of RM2,190,942; (ii) advances from a related party of RM2,044,063, the effects of which were partially offset by (i) repayment of loans to related party of RM923,842; and (ii) repayment of lease liabilities of RM1,047,395.

For the year ended June 30, 2024, net cash used in financing activities of RM1,958,445 (US$415,304) consisted of (i) advance from related party of RM3,206,402 (US$679,942), the effects were partially offset by (i) repayment of loans to related party of RM3,457,875 (US$733,269); and (ii) repayment of lease liabilities of RM1,315,265 (US$278,912).

Working Capital Sufficiency

LIL believes that, taking into consideration the financial resources presently available, including the current levels of cash and cash flows from operations, its working capital will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this prospectus.

Capital Expenditures

We incurred capital expenditures of RM395,054 and RM581,327 (US$123,275) for years ended June 30, 2023 and 2024, respectively, which mainly related to purchase of plant and equipment.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.

Quantitative and Qualitative Disclosure About Financial Risk

Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash), the Group minimizes credit risk by dealing exclusively with high credit rating counterparties.

We have adopted a policy of only dealing with creditworthy counterparties. We perform ongoing credit evaluation of our counterparties’ financial condition and generally do not require a collateral.

We consider the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

We have determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days or there is significant difficulty of the counterparty.

To minimize credit risk, we have developed and maintained the credit risk gradings to categorize exposures according to the degree of risk of default. The credit rating information is supplied by publicly available financial information and our own trading records to rate our major customers and other debtors.

For details of the credit risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information.

Customer concentration risk

Revenue generated from our top five customers accounted for 92.4% and 86.2% of our total revenue for the years ended June 30, 2023 and 2024, respectively. Despite that we have entered into framework agreements with some of our customers, we do not have long-term agreements with any of our top five customers, and their purchases are made on an order-by-order basis.

For details of the customer concentration risk, please refer to the section headed ‘‘Risk Factors — Risks Relating to Our Business and Industry — We rely on a limited number of major customers, of which may reduce or discontinue purchases for our products” for additional information.

Liquidity risk

Our exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles. We finance our working capital requirements through a combination of funds generated from operations, bank borrowings and advances from related parties, if necessary.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. As of June 30, 2024, our cash and bank balances amounted to approximately RM3.8 million and our current assets were approximately RM29.4 million, and our current liabilities were approximately RM13.8 million.

BUSINESS

OVERVIEW

Through our operating subsidiary, we are a manufacturer and a supplier of wire/cable harnesses with our manufacturing operations in Malaysia and have more than 20 years’ experience in the wire/cable harnesses industry. Wire/cable harness refers to an assembly of wires/cables bound together with straps, cable ties and electrical tapes to transmit signals or electrical power. Our customers are generally global brand name manufacturers and original equipment manufacturers (“OEMs”) in the home appliances, industrial products and automotive industries that are mainly based in the Asia Pacific Region.

We work closely with customers in each stage of a product’s life cycle, including design, prototyping and production. Our business model enables us to offer customized wire harness for different applications and electrics designs. Our products are customized and made-to-order in accordance with the specific technical requirements of our customers.

Our Competitive Strengths

We believe the following competitive strengths differentiate our operating subsidiary from its competitors:

Customer base in diversified industries and long-term business relationship with renowned global brand name manufacturers and OEMs

We have long-established business relationship with our key customers who are renowned global brand name manufacturers and OEMs, including:

•        a New Zealand reputable brand in the premium cooking appliance industry, specializing in the design, manufacturing, and distribution of high-end cooking appliances for both residential and commercial use;

•        a Swiss leading brand in the home appliance industry, specializing in the manufacturing and distribution of high-quality household appliances;

•        an American prestige brand in the luxury outdoor kitchen appliance industry, specializing in outdoor grills and specialty cooking appliances for household use;

•        a German multinational engineering and technology brand with business sectors in mobility solutions, industrial technology, energy and building technology and consumer goods; and

•        a Malaysian one-stop engineering solution brand, specializing in the assembly of automotive and other industrial products.

Our business relationship with these key customers provides us with a number of significant advantages, including:

•        we may be frequently selected by these customers to be involved in the design and manufacturing of the products they require from us, thus gaining the opportunities to become a core supplier for these customers;

•        we have the opportunities to understand the technical requirements of our customers and identify the general trends of our customers’ industries; and

•        we are well-positioned to increase the number of different products that we supply to them.

Extensive understanding of wire harness production process, up-to-date machinery and efficient management resulting in competitive pricing while maintaining quality

We have been in the industry for over 20 years and possess a deep and extensive understanding of wire harness design, production, and assembly process. With in-house engineering capabilities, we are able to design and optimize wire harnesses for our target customer and specify designs and abilities to specific applications of our customers’ need. Coupled with our continuous effort to evolve, we utilize up-to-date machinery, automation, and technology for

wire harness production, equipping ourselves with the capability to achieve a high and speedy production capacity. Furthermore, our long-lasting experience in the industry allows us to manage procurement, production, and cost in an effective and efficient manner, resulting in competitive pricing while maintaining quality.

High standard and commitment to quality control

We are guided by the principles of integrity, efficiency and product quality. To that end, we set stringent production and quality control procedures designed to ensure that our products meet or often exceed the relevant industry standards and/or customer quality requirements, including the European Union and international standards on the use of chemicals and raw materials, such as Restriction of Hazardous Substances Directive.

We have received international certification ISO 9001:2015 and IATF 16949:2016 for our quality management systems which we believe demonstrate our technological capabilities and help promoting customer confidence. We have a quality control team from our operations department that carries out inspections at each stage of the production management process in accordance with our quality control procedures. We impose stringent standards on the selection of our suppliers, such as quality control standards, technical and managerial capabilities, to ensure the quality of our products. Through our established relationship with our customers, we have gained significant knowledge and experience in implementing stringent quality control procedures. Given our stringent quality control procedures, we have been in the position to maintain our status as a core supplier for many of our major customers and obtain their orders for our products on a continuous basis.

Strong customized production platform

Our products are customized and made-to-order in accordance with the specific technical requirements of our customers. We work closely with customers in each stage of a product’s life cycle, including design, prototyping and production which allows us to develop a deep understanding of wiring harnesses systems which, in turn, enables us to satisfy product requirements and the diverse specifications of our customers as well as product quality and reliability standards. We believe this increases customer confidence in our products, solidifies our business relationships with existing customers and enables us to expand our business with new customers and have a competitive advantage over other players in this industry.

Experienced management team with extensive knowledge of the manufacturing industry where we operate

We have a team of experienced and competent management with responsibility for directing and managing daily operations, monitoring and supervising compliance and risk management, overseeing our financial condition and performance, allocating and budgeting human resources and formulating business strategies. Our management team is led by Mr. Man Tak Lau, our director, chairman of the board of directors and a Controlling Shareholder, who possess more than 20 years of experience in the manufacturing industry, and is responsible for the corporate development and strategic planning of our Group. Our other director and our chief executive officer, Mr. Wai Kee Kan, also has more than 20 years of experience in the manufacturing industry.

Leveraging on the extensive experience and long-established presence of our management team in the manufacturing industry, we are able to optimize our production process, reduce costs and improve operational efficiency, as well as giving our customers confidence in our ability to complete quality works in a timely manner and strengthening our presence in the wire/cable harnesses manufacturing industry.

Our Strategies

Our aim is to accomplish our business objective, further strengthen our market position and continue to be a competitive manufacturer and supplier of wire/cable harnesses by pursuing the following key strategies:

Upgrade and increase our production capacity

As we continue to grow and expand our business, we intend to enhance and expand our production capacity by acquiring additional machinery, production assembly system, tooling and testing equipment. We intend to focus on increasing the level of automation of our operation by replacing the current semi-automatic and manual machines with fully-automated machines, as well as acquiring conveyor production system so as to improve our production efficiency. We expect the above upgrade will enhance our productivity, increase our cost competitiveness, give our customer better quality assurance and allow us to place ourselves in a higher level of positioning.

We believe that the increase in production capacity will also provide us with additional cost-saving advantages from economies of scale, namely reducing other indirect costs such as quality cost and manpower cost, and reducing our dependency of general workers and even some skilled works such as production engineers and technician.

Strengthen our sales and marketing efforts to diversify our customer base

We plan to increase our market share via getting more allocations from our existing projects and securing more new projects. We will focus on increasing direct selling by arranging more frequent trips to visit our existing and potential customers with a view to strengthen established customer relationships and explore new business opportunities.

In addition, we will also further strengthen our sales and marketing efforts through participation in trade shows and industry exhibitions to enhance our sales performance and continue to diversify our customer base. We plan to visit and/or participate in some major industry conferences and shows, such as Consumer Electronics Show, Wiring Harness Manufacturer’s Association Conference and Electrical Wire Processing Technology Expo, etc. in the U.S. We also plan to increase our market presence and reach more customers worldwide, by setting up global sales offices, in particular in the U.S. to support our future business development and to enable us to quickly respond to the needs of our customers in different regions.

Acquisition of companies and/or formation of joint ventures

We intend to acquire stakes in companies and/or forming joint ventures with potential business partners within the value chain of the wire/cable harnesses industry, with a view to support the business growth of our Group and diversify our revenue sources.

While we have not identified any specific targets, we plan to selectively pursue acquisitions and formation of joint ventures that complement our existing operations, facilitate our business strategies as well as strengthening our products, enhancing our production capabilities and/or expanding our market presence in our core markets, in order to maximize the potential value and capability of our Company. Our potential targets for acquisition and formation of joint venture will focus on companies with business and products that will enhance our market share and bring synergic effect to our business. We will select potential targets based on various factors including each candidate’s market share, reputation and customer base. As of the date of this prospectus, we have not identified any targets for acquisition of companies and/or formation of joint ventures.

Enhance our capability level

We intend to enhance our capability level to improve our overall operational efficiency with focus on the following aspects:

Research and development (“R&D”)

We plan to enhance our capability in our application R&D which will help increase our level of competitiveness, improve our engineering, production and quality assurance processes and methods. To achieve this, we intend to recruit additional engineering talent as well as upgrade or acquire more advanced application software/hardware.

Human resources

In addition to recruiting more R&D personnel, with a view to further maintaining our competitive advantages in the market, we also plan to strengthen the development of our staff in other key areas, mainly in (i) sales and marketing to support our direct sales and promotional effort, and (ii) technical, production, quality management and support in order to improve our operational efficiency.

Manufacturing and information technology systems

With our continuous growth in business scale and scope, we intend to upgrade our manufacturing and information technology systems to enhance our productivity and efficiency. With better control of information and records of our financials, human resources, sales and customer relationship management, it will increase our operational efficiency and accordingly, reduce our administrative costs in the long term and increase our competitive level.

BUSINESS MODEL

The following diagram illustrates our business model:

RAW MATERIAL SOURCING AND SUPPLIERS

Our major raw materials include connectors, terminals, silicon and polyvinyl chloride wires. Other raw materials include plastic materials and components such as relays, timers and thermistors. We mainly source our raw materials from suppliers in Malaysia, the PRC and Europe, who are independent third parties. We also source wires from an affiliated company.

We carefully select our suppliers based on certain assessment criteria, such as their capability to meet our customers’ specification, overall track record, scale and expertise, cost, product quality and quality control effectiveness, reliability, price, delivery punctuality, historical relationship with us, financial condition, reputation and aftersales services. During the selection process, we generally carry regular on-site examination of our potential suppliers to ensure that they meet our selection criteria. We carry out evaluation of the performance of our existing suppliers and identify better suppliers from time to time to replace the suppliers who fail to perform to our satisfaction.

We do not enter into any framework agreement or long-term agreement with any of our suppliers. Instead, we make our purchases based on the requirement of each particular contract and for the customer orders we have on hand. Subsequent to the issue of purchase orders to our suppliers, our suppliers will supply the specified products in accordance with the delivery time required at the contracted price. Our quality control team from our operations department checks the quality of the raw materials upon their arrivals at our production facility to ensure that they conform to our and our customers’ quality standards.

PRODUCTION PROCESS

The production process for our wire/cable harnesses is set out below:

QUALITY CONTROL

To maintain high quality standard for our products and minimize defects and returns of defective products, our management is actively involved in setting stringent production and quality control procedures designed to ensure that our products meet or often exceed the relevant industry standards and/or customer quality requirements. In order to ensure that our quality control standards are effectively applied, we regularly provide on-the-job training to our manufacturing line employees. Further, we have a quality control team from our operations department with qualified personnel to oversee the operation of our manufacturing lines to ensure adequate quality control as well as to avoid any unintended interruption, and to minimize the down time of the manufacturing lines. We also conduct frequent management review meeting to review and strengthen the quality of our products. In addition, we generally carry out visits to some of our suppliers once a year as part of our quality control measures. We have received international certifications for our quality management systems, such as ISO 9001:2015 and IATF 16949:2016 certifications which we believe demonstrate our technological capabilities and help promote customer confidence.

Our quality control team also actively engages in product design, ensuring production considerations are addressed at an early stage of the design process and minimizing the number of products that fail our quality control tests. In order to monitor our production quality and ensure that our products meet all our internal benchmarks and customers’ specifications, our quality control staff carry out quality control inspection throughout the production process, including:

•        Quality control for raw materials and components.    We purchase raw materials and components from raw materials suppliers who have passed our quality and reliability assessments. Before we use the raw materials in our production process, a sample of each type of raw materials is examined physically to ensure that their quality meets the specifications and standards of our products. We return to our raw materials suppliers any raw materials that do not pass our inspection and obtain replacement raw materials. We also periodically assess our suppliers, and those who fail our evaluation are removed from our qualified vendor list.

•        Quality control during production.    We test our products at various stages of the production process to ensure their quality, performance and compliance with our internal quality standards before we proceed to the next stage of the production process.

•        Final testing before delivery.    After the production process is finished, we perform thorough inspections and tests, such as continuity and polarity tests, to ensure that customers’ specifications are met prior to delivery of our products.

INVENTORY AND LOGISTICS MANAGEMENT

We monitor and control our inventory level so as to facilitate smooth production, avoid stock-out and reduce the risk of overstocking and accumulating obsolete stock. We generally determine our inventory of raw materials, components and finished products based on the amount of the purchase orders that our customers plan to place with us and our procurement cycle for raw materials and components. We use our enterprise resource planning system (the “ERP system”) in the Malaysia Factory to keep and produce inventory data. We periodically give each supplier a rolling raw materials and components demand projection so that these suppliers may plan and prepare inventory according to such projections. We place purchase orders for raw materials and components as close as possible to the required time of delivery, depending on our production requirements and the type of raw materials or components.

Finished products are warehoused after undergoing our quality inspection and testing procedures and meeting our quality requirements. The finished product packages will be checked and numbered by personnel in charge of product delivery according to customer delivery notice and packing note. When the finished product packages are packed according to customer’s requirements or otherwise, the finished products will then be delivered to the locations designed by customers. We typically use third-party logistics and transportation companies to deliver our products to the locations designated by our customers.

SALES AND MARKETING

We manage our business relationships with customers through our sales and marketing activities. Apart from formulating and coordinating overall sales and marketing activities, the sales and marketing personnel of our sales and applications department solicit and collect feedback from customers on our products. We manage our relationship with our key customers through frequent visits to our customers’ offices and/or factories or through our customers’ visits to our factories. Our customers also frequently contact our customer service staff, management and key account sales staff directly through phone calls, emails and meetings in relation to any queries they may have.

Apart from our suppliers’ and customers’ referrals, our sales and marketing personnel participate in industry trade fairs exhibitions, such as Electronica, and seminars related to our target markets, to solicit new customers and explore new business opportunities. With respect to target potential customers, our designated sales and marketing personnel generally maintain contact with them through emails, phone calls and visits. In addition, our sales and marketing personnel assist many of our key customers to complete in-depth evaluations on us and our products before such customers approve us their supplier for any particular products according to their internal procedures.

CUSTOMERS

Our customers are mainly global brand name manufacturers and OEMs in the home appliances, industrial products and automotive industries that are mainly based in the Asia Pacific Region, which typically incorporate our products into their products or systems.

Our customers would typically provide us with general information such as quantities of the products, delivery time, product specifications and requirements for products they expect to procure from us. Our customers generally purchase our products based on purchase orders which contain terms such as specifications, quantities and delivery time and are sent to us approximately one month before we deliver the products. We will agree with our customers on the final terms relating to the quantities, price and any other terms. The purchase orders also contain other salient terms including mode of delivery and payment terms. Under the close supervision and management of our project management team, we are able to undertake orders which require different specifications within the stipulated timeframe. Under the terms of our sales arrangements with our customers, we provide product warranties for a period of 12 to 60 months that are usually limited to replacement of defective products.

We derive a significant portion of our revenues from a few major customers. For the years ended June 30, 2024 and 2023, our top five customers accounted for 86.2%, and 92.4% of our total revenue, respectively. Our management will maintain and enhance our long-standing relationships with our customers and diversify our products and services to our customers in order to reduce the level of customer concentration.

Our management will maintain and enhance our long-standing relationships with our customers and diversify our products and services to our customers in order to reduce the level of customer concentration.

PRODUCTS

We manufacture our wire/cable harnesses in a variety of specifications which are used in a wide range of applications, including:

•        home appliances or white goods;

•        industrial products including power tools such as hammer drills and electric saws; and

•        automotive parts including lighting, air conditioning, door and roof.

A wire/cable harness is an assembly of wires/cables and other components and materials, such as timers, relays, thermistors, molded plastic and stamped metal parts, that are connected to the wire/cable harness, or an electrical wiring system, used to electrically connect electronic devices and electrical components mounted in home appliances, industrial products and automotive parts for supplying power, sending sensor signals, transmitting information on operations. Our wire/cable harnesses are generally customized and manufactured based on specifications from our customers. Depending on our customers’ specifications, our wire/cable harnesses are designed according to (i) the number of wires with branches/ends running off in various directions, and (ii) the number of terminations on each branch, which can be single or multiple.

Our wire/cable harnesses are either attached to non-insulated/insulated connectors/terminals or IDC connectors. The IDC connectors we use are RAST (Raster Anschlub Steck Technik or “pitch connection plug technology”) 2.5 standard IDC wire/cable harnesses which have multiple-wire connectors with a 2.5-millimeter pitch or RAST 5 standard IDC wire/cable harnesses with multiple-wire connectors with a 5-millimeter pitch.

Example of our wire/cable harnesses with key components is set out below:

PRODUCT DESIGN AND DEVELOPMENT

For new products to be introduced by our customers which require our products, our customers will provide us with an initial product concept or blueprints of the product they want 12 to 16 months in advance of the launch of their new products. In principle, the product development process of our product can be divided into three stages as set out below:

•        Product design.    Upon receipt of the initial product concept/blueprints, our team in sales and applications and new product introduction will meet our customers regularly to discuss and proceed to design and develop a custom-made product based on their ideas and the specifications provided. Our team will conduct a feasibility study on new products, discuss with our customers and come up with a schematic plan that will be used to create production paperwork.

•        Prototype development.    Once the product design is approved by our customers, we will make the first prototype of the product for consideration by our customers. We liaise with our customers to refine the prototype.

•        Product trial.    Once a customer is satisfied with the prototype, we will make product trial samples for the customers for the customers’ production trial at their production line. The customer decides the size of a purchase order to be placed with us before we proceed with mass production.

FACILITIES

We do not own any real property.

Our headquarter and main production facility are located in Malaysia where we lease (i) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 13,794 square feet with a lease term from April 1, 2022 to March 31, 2025 and a monthly rent of RM11,660 (approximately US$2,473); (ii) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 17,398 square feet with a lease term from April 1, 2023 to March 31, 2026 and a monthly rent of RM22,966 (approximately US$4,870); and (iii) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 17,398 square feet with a lease term from April 1, 2023 to March 31, 2026 and a monthly rent of RM22,966 (approximately US$4,870), all from an independent third party, and together being the Malaysia Factory. The Malaysia Factory comprises production facility, offices, warehouses and testing laboratories. We conduct all our production operations at the Malaysia Factory.

Our Production Site, Malaysia Factory

PRICING POLICY

Our pricing policy takes into account of, and which is typically subject to adjustments on a regular basis based on a number of factors, including direct costs, selling and distribution costs, product specifications, size of customers’ orders, relationship with customers and relevant market conditions.

INTELLECTUAL PROPERTY

We have been granted the right to use the trademark “TEM” in Malaysia, Hong Kong, Singapore and the PRC through trademark licensing. We use the trademarks licensed from TEM Group Limited and BAP Trading Company Limited in our business operations. As of the date of this prospectus, we had not been subject to any material dispute or claims for infringement upon third parties’ trademarks, licenses and other intellectual property rights.

EMPLOYEES

As of June 30, 2024, we employed a total number of 209 full-time employees, all of them are based in Malaysia.

Our employees are employed in the areas of management, operations and production, production control, customer service and materials, procurement and logistics, sales and applications, quality assurance, warehousing, administration, human resources, finance and information technology. We have employment contracts with each of our employees in accordance with the applicable employment laws in Malaysia.

We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past. None of our employees are represented by labor unions.

SEASONALITY

Our operating results and operating cash flows historically have not been subject to seasonal variations.

COMPETITION

The wire/cable harness manufacturing market in Malaysia is highly competitive. There are a large number of players operating in the market, including both domestic and international players. We expect to face intense competition from our existing competitors and new market entrants in the future. We primarily compete on (i) product functionality, quality and reliability; (ii) design, technical and manufacturing capabilities; (iii) ability to meet customers’ delivery schedules; (iv) customer relationships and services; and (v) product price with other market players. In addition, there is a growing demand for complex and customized solutions, requiring technical expertise and advanced manufacturing capabilities in the wire/cable harness market. To remain competitive, market players are investing in R&D and advanced technologies, with a strong emphasis on innovation and customization to meet customer needs.

LICENSES, PERMISSIONS AND CERTIFICATIONS

As of the date of this prospectus, we have obtained all requisite licenses or permissions that are material to our business operations, all of which are valid and current, and we have not been denied such licenses, permissions or approvals by any authorities.

As of the date of this prospectus, TEM also obtained (i) ISO 9001:2015 certification for its management system for manufacturing of wire harness, power cords, electronic connector and related components; and (ii) IATF 16949:2016 certification for its management system for manufacturing of wire harness and sub-assemblies.

COVID-19 UPDATE

Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a “Public Health Emergency of International Concern (PHEIC)”, and later on March 11, 2020 a global pandemic. The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings. From 2020 to the middle of 2021, COVID-19

vaccination program had been greatly promoted around the globe. While the spread of COVID-19 was substantially controlled in 2021, several types of COVID-19 variants emerged in different parts of the world and restrictions were re-imposed from time to time in certain cities to combat sporadic outbreaks.

The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

•        the Malaysia Factory was affected by the implementation of the Restriction of Movement Order (the “Order”) announced by the Malaysian government on March 16, 2020. This Order, effective nationwide initially for 2 weeks from March 18, 2020 and the Malaysia Factory was therefore requested to shut down. We had managed to obtain the conditional approval on April 19, 2020 from the Malaysian government to partially resume the operation in the Malaysia Factory subject to certain health precautionary requirements. Nonetheless, under these circumstances the production capacity of the Malaysia Factory is still far behind from its full capacity due to the uncertainty of labor workforce and lower efficiency after implementing the necessary measures to curb against the COVID-19. The Order was later changed to Conditional Movement Control Order on May 4, 2020 and then to the RMCO on June 10, 2020 and the RMCO was extended until the end of 2020. The RMCO caused a disruption on the Malaysia Factory’s operations including delay in receipt of raw material and delivery of finished products and the visit of customers from outside Malaysia.

•        The Malaysian government reimposed Full Movement Control Order (the “FMCO”) on May 28, 2021. This FMCO, effective nationwide with total lockdown for 2 weeks from June 1, 2021 and extended to June 28, 2021. On 27 June 2021, the Malaysian government announced that country-wide lockdowns will be extended indefinitely until daily cases fall below 4,000. The Malaysia Factory obtained the conditional approval to continue with partial operation from June 1, 2021, under these circumstances the production capacity of the Malaysia Factory was still far behind from its full capacity. Later on, the Malaysian government introduced National Recovery Plan to help the country emerge from the COVID-19 pandemic and its economic fallout. On September 15, 2021, the Malaysia Factory’s workers vaccination ratio was higher than 80% and were allowed to operate with 100% manpower.

According to WHO, the COVID-19 pandemic “has been on a downward trend” with immunity increasing due to increasing administration of vaccines globally. Whilst there are remaining uncertainties posted by the potential evolution of COVID-19, the WHO Director-General announced on 5 May 2023 that COVID-19 no longer constitutes a PHEIC and is now an established and ongoing health issue, concurring with the advice of the IHR Emergency Committee of the WHO. Notwithstanding such announcement, disruptions like general slowdown in economic conditions globally and volatility in the capital markets posed by COVID-19 are far-reaching and prevalent. The extent to which COVID-19 impacts our operating subsidiary’s business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our operating subsidiary’s ability to pursue its business objectives may be materially adversely affected. In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We will continue to closely monitor the situation throughout 2024 and beyond.

LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. As of the date of this prospectus, we are not a party to, and we are not aware of any threat of, any legal or administrative proceeding that, in the opinion of our management, is likely to have any material adverse effect on our business, financial condition or operations.

INSURANCE

We believe our insurance coverage is adequate to insure against the risks relating to our operations in Malaysia, given the size and nature of our business. We currently maintain insurance coverage on our office premises, machinery and equipment and stocks, product liabilities, business interruption and public liability. We believe that our insurance coverage is adequate and in line with the industry norm. We review our insurance policies from time to time for adequacy in the breadth of coverage.

REGULATIONS

The relevant laws and regulations governing us which do not purport to be an exhaustive description of all laws and regulations of which our business is subject to are summarized below.

Regulations Relating to Manufacturing Activities in Malaysia

Industrial Co-ordination Act 1975

The Industrial Co-ordination Act 1975 (“ICA 1975”) which applies throughout Malaysia, provide for the co-ordination and orderly development of manufacturing activities in Malaysia, for the establishment of an Industrial Advisory Council and for other matters connected therewith or incidental thereto.

Pursuant to the ICA 1975, no person shall engage in any manufacturing activity unless he is issued a licence in respect of such manufacturing activity. “Manufacturing activity” refers to 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 this requirement is guilty of an offence and is liable on conviction to a fine not exceeding RM2,000 or to a term of imprisonment not exceeding 6 months and to a further fine not exceeding RM1,000 for every day during which such default continues.

Under the ICA 1975, a manufacturer shall not manufacture any product other than those specified in a licence without the prior approval of the licensing officer. “Manufacturer” refers to a person who is engaged in any manufacturing activity, while “product” refers to any article, thing, substance or service produced as a result of any manufacturing activity and includes a range of products.

Pursuant to the ICA 1975, the licensing officer may in his discretion revoke a licence if the manufacturer to whom a licence is issued –

(a)     has not complied with any condition imposed in the licence;

(b)    is no longer engaged in the manufacturing activity in respect of which the licence is issued; or

(c)     has made a false statement in his application for the licence.

Pursuant to the Guide for Malaysian Manufacturers (“MIDA Guide Book”) issued by MIDA, being the government’s principal agency for the promotion and coordination of industrial development in Malaysia, a manufacturing company with shareholders’ fund of RM2,500,000 and above or engaging 75 or more full-time paid employees to apply for a manufacturing licence for approval by the Ministry of Investment, Trade and Industry, Malaysia (“MITI”).

For the purpose of the MIDA Guide Book –

(a)     “shareholders’ funds” refers to the aggregate amount of a company’s paid-up capital, reserves, balance of share premium account and balance of profit and loss appropriation account, where:

–       Paid-up capital shall be in respect of preference shares and ordinary shares and not including any amount in respect of bonus shares to the extent they were issued out of capital reserve created by revaluation of fixed assets.

–       Reserves shall be reserves other than any capital reserve created by revaluation of fixed assets and provisions for depreciation, renewals or replacements and diminution in value of assets.

–       Balance of share premium account shall not include any amount credited therein at the instance of issuing bonus shares at premium out of capital reserve by revaluation of fixed assets; and

(b)    “full-time paid employees” refers to all persons normally working in the establishment for at least 6 hours a day and at least 20 days a month for 12 months during the year and who receive a salary.

Since 31 July 1998, the Malaysian government had relaxed the equity policy guidelines for all applications for investments in new as well as expansion/diversification projects in the manufacturing sector. Under this relaxation, foreign investors could hold 100% of the equity irrespective of the level of exports. However, this relaxation in 1998 did not apply to specific activities and products where Malaysian companies had the capabilities and expertise.

To further enhance Malaysia’s investment climate, equity holdings in all manufacturing projects were fully liberalized effective from 17 June 2003. Foreign investors can now hold 100% of the equity in all investments in new projects, as well as investments in expansion/diversification projects by existing companies, irrespective of the level of exports and without any product/activity being excluded.

Customs Act 1967

The Customs Act 1967 (“CA 1967”) governs, amongst others, the levying of custom duties, port clearances, warehousing and other custom-related matters.

Licensed Manufacturing Warehouse (“LMW”) is established under the provision of the CA 1967. A LMW is granted to any person for warehousing and manufacturing goods liable to custom duties and any other goods in a place or places specified in the licence.

Our Malaysian subsidiary is a LMW company whose licence was granted by the Director General of Customs for the warehousing and the manufacturing of approved products at our premise located at Lot A99, Jalan 2A-3, A101 & A102, Jalan 2A, Kawasan Perusahaan MIEL Sungai Lalang, 08000 Sungai Petani, Kedah Darul Aman. With the LMW, our raw materials and components used directly in the manufacturing process are exempted from custom duties.

Local Government Act 1976

Pursuant to the Local Government Act 1976, local authorities are empowered to make, amend and revoke by-laws. As our business is carried out in Sungai Petani, Kedah, we come under the jurisdictions of the Sungai Petani Municipal Council (“SPMC”) and the relevant by-laws governing the conduct of our business would be the Licensing of Trade, Business and Industries (Sungai Petani Municipal Council) By-Laws 1995 (“By-Laws 1995”) issued by SPMC.

According to the By-Laws 1995, any person who uses any premises within the SPMC for the business of manufacturing cables or wires requires a licence issued by the President of the SPMC (“President”). Any person who contravenes this by-law is guilty of an offence and on conviction, shall be liable to a fine not exceeding RM2,000 and to a further fine not exceeding RM200 per day during which the offence is continued after conviction. A director, general manager, secretary or other similar officer or any person who was purporting to act in any such capacity is deemed to be guilty of such offence and shall be liable for the same financial penalties as the offender, unless he proves that the offence was committed without his consent or connivance and that having regard to the nature of his functions in that capacity and to all the circumstances he took all reasonable means and precautions to prevent the commission of the offence.

The President may in his discretion compound any offence under the By-Laws 1995 by collecting from the person reasonably suspected of having committed the offence a maximum of RM300.

Regulations Relating to Workplace Safety

Occupational Safety and Health Act 1994

The Occupational Safety and Health Act 1994 (“OSHA 1994”) provides the framework to secure the safety, health and welfare among workforce and to protect others against risks to safety or health in connection with the activities of persons at work. Effective from 1 June 2024, the Factories and Machinery Act 1967 has been repealed and its provisions have been incorporated into the OSHA 1994 pursuant to the Occupational Safety and Health (Amendment) Act 2022.

Pursuant to the OSHA 1994, it shall be the duty of every employer to formulate a written safety and health policy with respect to the safety and health at work of his employees. The employer shall also establish a safety and health committee at the place of work if there are more than 40 or more persons employed at the place of work. An occupier of a place of work is also required to employ a competent person to act as a safety and health officer at the place of work.

Failure to comply with the general duties of employers under Part IV of the OSHA 1994 constitutes an offence and the employer is liable to a fine not exceeding RM500,000 or to imprisonment for a term not exceeding 2 years or to both.

The OSHA 1994 provides amongst others:

(a)     a right to an employee to remove himself from the danger or the work if he has reasonable justification to believe there exist an imminent danger at his place of work, and the employer has failed to take any action to remove the danger;

(b)    the obligation of an employer to conduct a risk assessment in respect of the safety and health risk posed to any person who may be affected by his undertaking at the place of work and the implementation of risk control to eliminate or reduce the said safety and health risk; and

(c)     provisions relating to notification of occupation of place of work, and installation and inspection of plants, including the prescription of any plants for which a certificate of fitness is required.

For the purpose of the OSHA 1994, the term “plant” includes any machinery, equipment, appliance, implement or tool, any component thereof and anything fitted, connected or appurtenant thereto.

No person shall or operate or cause or permit to be operated any plant for which a certificate of fitness is required as prescribed by the Minister, unless the plant has a certificate of fitness issued by an officer or a licensed person appointed under the OSHA 1994. A person who contravenes such requirement shall be guilty an offence and shall, on conviction, be liable to a fine not exceeding RM100,000 or to imprisonment for a term not exceeding 1 year or to both. In the case of any contravention, the officer shall immediately serve to the person who operates or causes or permits to be operated the plant a written notice prohibiting the operation of the plant or may render the plant inoperative until a certificate of fitness is issued.

Fire Services Act 1988

The Fire Services Act 1988 (“FSA 1988”) prescribes the effective and efficient functioning of the Fire Services Department, for the protection of persons and property from fire risks or emergencies. The FSA 1988 provides, amongst others, that a fire certificate be issued only after the designated premises have been inspected and the Fire and Rescue Department of Malaysia (“FRD”) is satisfied that there are adequate facilities for life safety, fire prevention, fire protection and firefighting.

When there is no fire certificate in force, the owners of such premises may become subject to a fine not exceeding RM5,000 or imprisonment for a term not exceeding 3 years or both.

Regulations Relating to Environmental Protection

Environmental Quality Act 1974

The Environmental Quality Act 1974 (“EQA 1974”) sets our provisions in respect of prevention, abatement, control of pollution and enhancement of the environment. It is an offence under the EQA 1974 for any person, unless licenced to do so, to amongst others:

(a)     emit or discharge environmentally hazardous substances, pollutants or wastes into the atmosphere;

(b)    emit or cause or permit to be emitted any noise greater in volume, intensity or quality;

(c)     pollute or cause or permit to be polluted any soil or surface of any land; or

(d)    emit, discharge or deposit any environmentally hazardous substances, pollutants or waste into any inland waters,

in contravention of the acceptable conditions specified in the EQA 1974.

The EQA 1974 also empowers the Minister charged with the responsibility for environment protection to make regulations specifying acceptable conditions for the emission, discharge or deposit of environmentally hazardous substances, pollutants or wastes or the emission of noise into the environment.

Failure to comply with the provisions of the EQA 1974 where no penalty is expressly provided, the offender shall be liable to a fine not of not less than RM5,000 and not exceeding RM250,000 or to imprisonment for a period not exceeding 2 years.

Regulations Relating to Land

Street, Drainage and Building Act 1974 and Uniform Building By-Laws 1984

The Street, Drainage and Building Act 1974 (“SDBA 1974”) regulate laws relating to street, drainage and buildings in local authority areas in Peninsular Malaysia. It provides for the requirement to have a Certificate of Fitness for Occupation (“CFO”) or a Certificate of Completion and Compliance (“CCC”) to ensure that a building is safe and fit for occupation.

The Uniform Building By-Laws 1984 (“UBBL 1984”) has put into force pursuant to the exercise of the powers conferred by the SDBA 1974. Under the UBBL 1984, a CFO or a CCC in respect of a building shall be issued upon satisfaction of amongst others, the following requirements:

(a)     the qualified persons (i.e. the architect, registered building draughtsman or engineer) (“Qualified Persons”) have certified that they have supervised the erection of the building and that the building has been constructed in accordance with the relevant laws and regulations and any conditions imposed by the local authority;

(b)    the building has been constructed in accordance with the UBBL 1984 and any conditions imposed by the local authority have been satisfied;

(c)     the Qualified Persons accept full responsibility for those portions which they are respectively concerned with; and

(d)    all essential services have been provided.

Any person who occupies or permits to be occupied any building or any part thereof without a CFO/CCC shall be liable on conviction to a fine not exceeding RM250,000 or to imprisonment for a term not exceeding 10 years or to both.

National Land Code

The National Land Code (“NLC”) is the primary land law legislation in Malaysia which applies to lands located in Peninsular Malaysia and the Federal Territory of Labuan. Under the NLC, there are 3 categories of land use, being “building”, “industry” and “agriculture”. The category of land use, if any, is endorsed on the documents of title issued by the state authority. All alienated lands in Peninsular Malaysia and the Federal Territory of Labuan are also subject to implied conditions as more particularly described in the NLC and express conditions imposed by the state authority.

Upon any breach arising from any condition to which any alienated land is for the time being subjected to, (i) the land shall become liable for forfeiture to the state authority and (ii) except in a case where a fine is imposed, or where action for the purpose of causing the breach to be remedied is first required to be taken, the land administrator shall proceed with the enforcement of the forfeiture in accordance to the provisions of the NLC.

Regulations Relating to Intellectual Property Rights

Trademarks Act 2019

The Trademarks Act 2019 (“TMA 2019”) provides for the registration of trademarks in relation to goods and services and to implement the relevant treaties and for other connected matters. A trademark is defined under the TMA 2019 as any sign capable of being represented graphically which is capable of distinguishing goods or services of one undertaking from those of other undertakings. A sign may constitute a trademark even though it is used in relation to a service ancillary to the trade or business of an undertaking and whether or not the service is provided for money or money’s worth.

A registered trademark shall be a property right obtained by the registration of trademark under the TMA 2019 and a registered proprietor of the trademark has the rights and remedies provided under the TMA 2019. The registration of a trademark shall be for a period of 10 years and may be renewed for a further period of 10 years in accordance with the TMA 2019.

A licence to use a registered trademark may be general or limited. A limited licence may apply (i) in relation to some but not all of the goods or services for which the trademark is registered, or (ii) in relation to use of the trademark in a particular manner or a particular locality. A licence shall not be effective unless it is made in writing and is signed by or on behalf of the grantor.

A licensee shall be entitled, unless his licence or any licence through which his interest is derived, provides otherwise, to call on the registered proprietor of the trademark to take infringement proceedings in respect of any matter which affects his interests. If the registered proprietor refuses or does not take infringement proceedings within 2 months after being called upon, the licensee may bring the proceedings in his own name as if he were the registered proprietor in accordance with the provisions of the TMA 2019.

Regulations Relating to Foreign Currency Exchange and Dividend Distribution

Companies Act 2016

The Companies Act 2016 (“CA 2016”) is the principal legislation governing the distribution of dividends of a Malaysian company. Under the CA 2016, 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 or to both.

Financial Services Act 2013

The exchange control regime in Malaysia is regulated by the Financial Services Act 2013 (“FSA 2013”). The FSA 2013 has prescribed a list of transactions that are prohibited without approval from 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 BNM are further set forth in the Foreign Exchange Notices issued by BNM (“FE Notices”).

Under the FSA 2013, all payments made between the residents of Malaysia must be paid in Malaysian ringgit, 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 Malaysian ringgit, if for the prescribed purposes (for amongst 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, dividend, rent, fees and interest arising from any investment in Malaysia, subject to any withholding tax) in accordance with the FE Notices.

Any person who fails to comply with any direction of BNM commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding 10 years or to a fine not exceeding RM50,000,000 or to both.

Regulations on Tax

Dividends and Distributions

All dividends and other distributions payable on the shares of our Malaysian subsidiary may under the current laws and regulations of Malaysia be converted and paid in any other foreign currency and be remitted out of Malaysia without the necessity of obtaining any authorization, approval, consent or licence of any governmental or regulatory body or authority in Malaysia.

All such dividends payable to its shareholders will not be subject to withholding or other taxes under the laws and regulations of Malaysia.

Corporate Income Tax

The standard corporate tax rate is 24%, whilst the rate for resident small and medium sized companies (i.e. companies incorporated in Malaysia with paid-up capital of RM2,500,000 or less and that are not part of a group containing a company exceeding this capitalization threshold) is 15% on the first RM150,000, 17% on RM150,001 to RM600,000, with the balance being taxed at the 24% rate with effect from year of assessment 2023.

Withholding Tax

Pursuant to the Income Tax Act 1967 (revised 1971) (“ITA 1967”), where any person (“payer”) is liable to make contract payment to a non-resident contractor in respect of services under a contract, he shall upon paying or crediting such contract payment deduct therefrom tax at the rate stated below:

(a)     10% of the contract payment on account of tax which is or may be payable by that non-resident contractor for any year of assessment; and

(b)    3% of the contract payment on account of tax which is or may be payable by employees of that non-resident contractor for any year of assessment,

and (whether or not that tax is so deducted) shall within one month after paying or crediting such contract payment render an account and pay the amount of that tax to the Director General of Inland Revenue.

Where the payer fails to pay any amount due from him under the foregoing provisions, the amount which he fails to pay shall be increased by a sum equal to 10% of the amount which he fails to pay, and that amount and the increased sum shall be a debt due from him to the Government and shall be payable forthwith to the Director General of Inland Revenue.

Sales and Services Tax

With effect from 1 April 2015, the Goods and Services Tax (“GST”) was implemented in Malaysia at a rate of 6% pursuant to the Goods and Services Tax Act 2014. GST was chargeable on all taxable supply of goods or services made by a taxable person in the course or furtherance of a business in Malaysia, and also charged on the importation of goods or services into Malaysia.

The Goods and Services Tax (Rate of Tax) Order 2014 was amended under P.U.(A) 118 so that the applicable GST rate was revised from “6%” to “0%” effective from 1 June 2018.

With effect from 1 September 2018, the Sales Tax Act 2018 and the Service Tax Act 2018 came into operation in Malaysia, in substitution for the GST. Accordingly, the Goods and Services Tax Act 2014 was repealed by the Goods and Service Tax (Repeal) Act 2018.

The Sales Tax Act 2018 introduced a single-stage tax (i.e. a tax which is only imposed at one stage in the supply chain at the import or manufacturer level) charged and levied on (i) taxable goods manufactured in Malaysia by a taxable person and sold by such taxable person (including used or disposed off); and (ii) taxable goods imported into Malaysia. Manufactured goods exported are not subject to sales tax.

A “taxable person” (being a person who manufactures taxable goods) is liable to be registered if its annual turnover exceeds RM500,000. Sales tax is charged and levied at fixed rates of 5% or 10% or at a specific rate, depending on the type of taxable goods. Certain goods which are listed under the Sales Tax (Goods Exempted From Tax) Order 2018 are exempt from sales tax.

The Services Tax Act 2018 is a form of indirect tax imposed on the provision of specific prescribed taxable services provided in Malaysia by a registered person in carrying on business. Service providers who provide taxable services in excess of RM500,000 per annum are liable to be registered. Service tax is charged and levied at a fixed rate of 6%.

Pursuant to the Service Tax (Rate of Tax) (Amendment) Order 2024 (“Service Tax Amendment Order 2024”) which was gazetted on 26 February 2024, with effect from 1 March 2024, the service tax rate has been revised from 6% to 8% on all taxable services except for the following taxable services which shall be levied at 6% as provided in the Service Tax Amendment Order 2024:

(a)     food and beverage;

(b)    telecommunication services;

(c)     vehicle parking space services; and

(d)    logistic services.

“Taxable persons” and “taxable services” are provided in the Service Tax Regulations 2018 to include persons operating business in the industry of (i) accommodation; (ii) food and beverage; (iii) night-clubs, dance halls, cabarets, health and wellness centres, massage parlours, public houses and beer houses; (iv) private club; (v) golf club and golf driving range; (vi) betting and gaming; (vii) professional services; (viii) credit card and charge card; and (ix) other service providers.

Regulations Relating to Employment Laws

Employment Act 1955

The Employment Act 1955 (“EA 1955”) governs the laws of employment in Peninsular Malaysia and the Federal Territory of Labuan. Such legislation set out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees who are covered under such legislation. Under the EA 1955 as amended by the Employment (Amendment of First Schedule) Order 2022, an ‘employee’ is defined as any person, irrespective of his occupation, who has entered into a contract of service with an employer.

Malaysia has also implemented a minimum wage policy that has raised the basic wage of all employees (except for domestic servants) to RM1,500 per month under the Minimum Wages Order 2022.

Employees Provident Fund Act 1991

The Employees Provident Fund Act 1991 (“EPF Act 1991”) which applies throughout Malaysia governs the mandatory scheme of savings for employees’ retirement and the management of savings for retirement purposes and for incidental matters.

Pursuant to the EPF Act 1991, every employee and every employer of a person who is an employee within the meaning of the EPF Act 1991 shall be liable to pay monthly contributions on the amount of wages at the rate respectively set out in the third schedule of the EPF Act 1991.

Any employer who fails, within such period as may be prescribed by the minister, to pay any contributions for which he is liable under the EPF Act 1991 to pay in respect of or on behalf of any employee in respect of any month, shall be guilty of an offence and shall, on conviction, be liable to imprisonment for a term not exceeding 3 years or to a fine not exceeding RM10,000 or both.

Employees’ Social Security Act 1969

The Employees’ Social Security Act 1969 (“SOCSO Act 1969”) provides social security in certain contingencies and makes provision for certain other matters in relation to it and applies throughout Malaysia to all industries having one or more employees. All employees, irrespective of the amount of wages, shall be insured in the manner provided by the SOCSO Act 1969.

Pursuant to the SOCSO Act 1969, the contribution payable under the SOCSO Act 1969 in respect of an employee shall comprise of contribution payable by the employer (being the employer’s contribution) and contribution payable by the employee (being the employee’s contribution) and shall be paid to the social security organization. The contributions fall into 2 categories, namely:

(a)     the contributions payable by or on behalf of the employees insured against the contingencies of invalidity and employment injury; and

(b)    the contributions payable by or on behalf of employees insured only against the contingency of employment injury.

The various categories of contributions shall be paid in accordance with the rates specified in the third schedule of the SOCSO Act 1969.

If any person amongst others fails to pay any contribution or any part thereof which is payable by him under the SOCSO Act 1969 or fails to pay within the time prescribed by regulations any interest payable or is guilty of any contravention of or non-compliance with any of the requirements of the SOCSO Act 1969 or the rules or the regulations in respect of which no special penalty is provided, he shall be punishable with imprisonment for a term which may extend to 2 years, or with a fine not exceeding RM10,000 or to both.

Employment Insurance System Act 2017

The Employment Insurance System Act 2017 (“EIS Act 2017”) provides certain benefits and a re-employment placement programme for insured persons in the event of loss of employment and for matters connected therewith and applies throughout Malaysia to all industries having one or more employees.

Every employer shall register his industry to which the EIS Act 2017 applies with the social security organization within such period and in such manner as prescribed. Any person who contravenes this requirement commits an offence and shall, on conviction, be liable to a fine not exceeding RM10,000 or to imprisonment for a term not exceeding 2 years or to both.

Contributions payable under the EIS Act 2017 in respect of an employee shall comprise a contribution payable by the employer and a contribution payable by the employee and shall be paid to the social security organization, according to the rates as specified in the second schedule of the EIS Act 2017.

If an employer which is a body corporate commits an offence under the EIS Act 2017, any person who at the time of the commission of the offence was a director, manager, secretary or other similar officer of the body corporate may be charged severally or jointly in the same proceedings with the body corporate.

Employment (Restriction) Act 1968 (Revised 2017)

The Employment (Restriction) Act 1968 (Revised 2017) (“ERA 1968”) provides for the restriction of employment in certain business activities in Malaysia of persons not being citizens and the registration of such persons and for matters connected therewith.

The ERA 1968 prohibits a person from employing in Malaysia any non-citizen unless there has been issued in respect of that non-citizen a valid employment permit. Subject to any exemption which may be granted under the ERA 1968, every non-citizen of the class or classes or in the category or categories of employment or business shall be registered with the Director General of Labour.

Any person who fails to comply with the foregoing provisions commits an offence and shall on conviction, be liable to a fine not exceeding RM5,000 or to imprisonment for a term not exceeding one year or to both. Further, every omission or neglect to comply with, and every act done or attempted to be done contrary to the ERA 1968 or any regulations made thereunder, or any breach of the conditions and restrictions subject to or upon which an employment permit is issued under the ERA 1968, shall be an offence against the ERA 1968 and the offender shall on conviction, if no penalty is expressly provided, be liable to a fine not exceeding RM1,000 or to imprisonment for a term not exceeding 6 months or to both and, in the case of a continuing offence, to a further fine not exceeding RM100 a day.

Immigration Act, 1959/63

The Immigration Act 1959/63 (“Immigration Act”) regulates various aspects of immigration into Malaysia, including the entry of foreign workers into Malaysia.

Any person who employs one or more persons, other than a citizen or a holder of an entry permit who is not in possession of a valid pass to enter Malaysia shall be guilty of an offence and shall, on conviction, be liable to a fine of not less than RM10,000 but not more than RM50,000 or to imprisonment for a term not exceeding 12 months or to both for each such employee. Where in the case of an offence, it is proved to the satisfaction of the court that the person has at the same time employed more than 5 of such employees, that person shall, on conviction be liable to imprisonment for a term of not less than 6 months but not more than 5 years and shall also be liable to whipping of not more than 6 strokes.

Where the offence is committed by a body corporate, any person who at the time of the commission of the offence was a member of the board of directors, a manager, a secretary or a person holding an office or a position similar to that of a manager or secretary of the body corporate shall be guilty of that offence and shall be liable to the same punishment.

Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990

The Employees’ Minimum Standards of Housing, Accommodations and Amenities Act 1990 (“EMSHAAA 1990”) prescribes the minimum standards of housing, nurseries and accommodation for employees (and their dependants, if applicable) as well as health, hospital, medical and social amenities to be provided by the employers to their employees.

Effective from 1 June 2020, the Workers’ Minimum Standards of Housing and Amenities (Amendment) Act 2019 (“Amended Act”) amended the EMSHAAA 1990, where employers are required to comply with the Amended Act, which includes providing minimum space requirement for workers’ accommodation, basic facilities as well as safety and hygiene standards.

EMSHAAA 1990 provides that no employer or centralised accommodation provider shall use any buildings as accommodation if the building is unfit for human habitation in accordance with the relevant written laws. The employer or centralised accommodation provider shall ensure that every accommodation provide for employees complies with the minimum standards required under the Amended Act or any regulations made thereunder.

Pursuant to the EMSHAAA 1990, no accommodation shall be provided to an employee unless certified with a Certificate for Accommodation. As such, employers or centralised accommodation providers are required to apply for a Certificate for Accommodation with the Department of Labour of Peninsular Malaysia. An employer who contravenes the foregoing provisions commits an offence and shall, on conviction, be liable to a fine not exceeding RM50,000.

Regulations Relating to Human Resources Development Fund

Pembangunan Sumber Manusia Berhad Act 2001

Pembangunan Sumber Manusia Berhad Act 2001 (“PSMBA 2001”) regulates the imposition and collection of a human resources development levy for the purpose of promoting the training and development of employees, apprentices and trainees, the establishment and the administration of the Human Resources Development Fund under Section 22 of the PSMBA 2001 (“HRD Fund”) by the Pembangunan Sumber Manusia Berhad (“PSMB”) and for matters connected therewith. The PSMBA 2001 applies to the classes of employers in the industries specified in part (1) of the first schedule of the PSMBA 2001, which includes, employers with 10 or more employees in manufacturing, that is, the making or processing of an article by labour or machine or both, including the transformation of parts or components into another article of a different nature or character by way of altering, blending, ornamenting, finishing or otherwise treating or adapting any article or substance with a view to its use, sale, transport, delivery or disposal, including the building of a ship or the assembly of parts of a ship.

The main objective of PSMB shall be the imposition and collection of a human resources development levy for the purpose of promoting the training and development of employees, apprentices and trainees and the establishment and administration of the HRD Fund. The functions of the PSMB are –

(a)     to assess and determine the types and extent of employees’, apprentices’ and trainees’ training and retraining in keeping with the human resources needs of industries;

(b)    to promote and stimulate manpower training; and

(c)     to determine the terms and conditions under which any financial assistance or other benefits are to be given.

Every employer to whom the PSMBA 2001 applies shall register with the PSMB. Any employer who contravenes the foregoing provisions commits an offence and shall on conviction be liable to a fine not exceeding RM10,000 or to imprisonment for a term not exceeding one year or to both.

Regulations Relating to the Sales of Goods

Sale of Goods Act 1957

Contracts for the sales of goods in Peninsular Malaysia are governed by the Sale of Goods Act 1957 (“SOGA 1957”) unless excluded or varied by express agreement or by the course of dealing between the parties or by usage. The SOGA 1957 sets out the terms and conditions relating to the sale of goods, which includes amongst others, the condition and warranty, the sale by description and the implied conditions as to quality.

Under the SOGA 1957, a breach of a condition in a contract of sale of goods gives rise to a right of the buyer to reject the goods and treat the contract of sale as repudiated. However, where the buyer treats any breach of a condition on the part of the seller as a breach of warranty, the buyer is entitled to reject the goods for the breach of warranty and may set up against the seller the breach of warranty in diminution or extinction of the price of the goods or he may sue the seller for damages for breach of warranty.

Regulations on Overseas Securities Offering and Listing

No prospectus or other offering material or document in connection with the offer and sale of the securities has been or will be registered with the Securities Commission Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007 (“CMSA”). Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than –

(a)     a unit trust scheme, private retirement scheme or prescribed investment scheme;

(b)    BNM;

(c)     a holder of a Capital Markets Services Licence and a Capital Markets Services Representative’s Licence granted pursuant to Section 61 of the CMSA or a registered person;

(d)    an exchange holding company, a stock exchange, a derivatives exchange, an approved clearing house, a central depository or a recognized market operator;

(e)     a corporation that is licensed, registered or approved to carry on any regulated activity or capital market services by an authority in Labuan or outside Malaysia which exercises functions corresponding to the functions of the Commission;

(f)     a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010;

(g)    an Islamic bank licensee or takaful licensee as defined under the Labuan Islamic Financial Services and Securities Act 2010;

(h)    a chief executive officer or a director of any person referred to in paragraphs (c), (d), (e), (f) and (g);

(i)     a closed-end fund approved by the Commission;

(j)     a company that is registered as a trust company under the Trust Companies Act 1949 and has assets under its management exceeding RM10,000,000 or its equivalent in foreign currencies;

MANAGEMENT

Set forth below is information concerning our directors, director appointees, and executive officers.

The following is a brief biography of each of our executive officers, directors, and director appointees:

Mr. Man Tak Lau (“Mr. Lau”) has served as our director since December 2022 and has accepted appointment as the chairman of the board of directors effective immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Mr. Lau is primarily responsible for the corporate development and strategic planning of our Group. Mr. Lau graduated from The Hong Kong Polytechnic University with a bachelor of arts degree in accountancy in November 1991. Mr. Lau has more than 20 years of experience in the wire/cable harness manufacturing industry and in finance and accounting. He has been an associate member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) since September 1997, a fellow member of the Association of Chartered Certified Accountants (“ACCA”) since July 2002, a fellow member of the Hong Kong Institute of Directors since August 2012 and a member and a fellow member of the Hong Kong Securities and Investment Institute since April 2000 and November 2015, respectively. Mr. Lau is currently the chairman and a non-executive director of REF Holdings Limited (HKSE: 1631), and an independent non-executive director of each of ISP Holdings Limited (HKSE: 2340) and Plus Group Holdings Inc. (HKSE:2486). Mr. Lau had been an executive director and chairman of TEM Holdings Limited since 2015 and was re-designated as a director in January 2021 upon TEM Holdings Limited’s withdrawal of listing by way of privatization from the Hong Kong Stock Exchange. He was also an independent non-executive director of each of Chinese Food and Beverage Group Limited from February 2019 to July 2021 and Kingston Financial Group Limited from October 2005 to March 2023.

Mr. Wai Kee Kan (“Mr. Kan”) has served as our director since December 2022 and has accepted appointment as our chief executive officer effective immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Mr. Kan joined our Group in November 2010 and is responsible for our Group’s overall management, corporate development and strategic planning. Mr. Kan graduated from City University of Hong Kong with a bachelor of arts degree in accountancy in November 1991. Mr. Kan has more than 20 years of experience in the manufacturing industry and in auditing and accounting. Prior to joining our Group, Mr. Kan served as the head of financial operation of a subsidiary of a Hong Kong listed company, principally engaged in the manufacture of wires and cables, for almost 10 years from 2001 to 2010. Prior to that, Mr. Kan was an auditor with Deloitte Touche Tohmatsu from 1991 to 1993. Subsequently, he was appointed variously as the accounting manager of Wah Hing Group Company Limited from 1993 to 1996 and as the group accounting manager of Pacific Millennium Company Limited from 1996 to 2001. Mr. Kan had been an executive director of TEM Holdings Limited since 2015 and was re-designated as a director in January 2021 upon TEM Holdings Limited’s withdrawal of listing by way of privatization from the Hong Kong Stock Exchange.

Ms. Chooi Phing Teh (“Ms. Teh”) has served as our director since December, 2023 and has accepted appointment as our chief financial officer effective immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Ms. Teh joined our Group in November 2016 and is responsible for overseeing the overall administration, human resource affairs and financial control of TEM. Ms. Teh graduated from University Utara Malaysia with a bachelor’s degree in accountancy with honors in 1998. Ms. Teh has more than 25 years of working experience in auditing, manufacturing, railway construction, property development and construction. She has been a member of the Malaysian Institute of Accountants since 2005. From 1998 to 2003, Ms. Teh worked at Horwath Teoh Yap, an audit firm in Malaysia, as an audit supervisor responsible for supervising an audit team. From 2003 to 2007, Ms. Teh worked at Medical Rubber Products Sdn Bhd, a local medical rubber moulding company in Malaysia, as an accountant responsible for overseeing the daily accounting operations. From 2007 to 2010, Ms. Teh worked

at Asia Plywood Company Sdn Bhd, a plywood manufacturing company in Malaysia, with similar responsibility as the previous company. From 2010 to 2011, Ms. Teh was transferred to an associate company of Asia Plywood Company Sdn Bhd, Asia Green Construction Sdn. Bhd., a property development and construction in Malaysia, as an accountant responsible to lead the group accounting team and overseeing the accounts department and financial control of the group. From 2011 to 2016, Ms. Teh worked at Balfour Beatty Ansaldo Systems JV Sdn Bhd, a joint venture company of Balfour Beatty Rail (UK) and Ansaldo STS (Italy) working on Double Track Railway Project, as a project accountant responsible for overseeing the project feasibility study, estimated project completion cost, monitoring project development stages, progress billings and accounting operations.

Mr. Wai Cheung Law (“Mr. Law”) has served as our director since December 2023. Mr. Law joined our Group in July 2019 and he is the business manager of our Group. He is responsible for our Group’s internal control and overseeing the day-to-day operations of the business. Mr. Law has almost 30 years of experience in the manufacturing, accounting and finance. From March 1993 to December 2001, Mr. Law worked at International Paper Pacific Millennium Limited, a company principally engaged in packaging industry in Hong Kong and the PRC. His last title was the accounting manager responsible for overseeing the daily accounting operations. From January 2002 to February 2009, Mr. Law worked at Alpine Electronics Hong Kong Ltd, a wholly owned subsidiary of Alpine Electronics Inc, a company listed on the Tokyo Stock Exchange engaging in the manufacturing of car audio and navigation systems. He was in charge of accounting, purchasing, sales and shipping team and his last title was accounting, procurement & supply manager. From March 2009 to January 2017, Mr. Law worked at Pacific Millennium Holdings Corporation, a company engaging in manufacturing of paper packaging products, car dealership and financial service in the PRC, as a corporate accounting manager and was responsible for the group’s internal audit and financial reporting. From February 2017 to June 2019, he worked as group reporting manager of Comtec Solar Systems Group Limited (HKSE: 712), a company principally engaging in research, manufacturing and sales of efficient monocrystalline products. He assisted the chief executive officer in all financial and management reporting as well as company secretary matters.

Mr. Wai Kuen Cheung (“Mr. Cheung”) has served as our independent director since March 2024. Mr. Cheung graduated from The Hong Kong Polytechnic University with a bachelor of arts degree in accountancy in November 1991 and obtained his master of business administration degree from The University of Manchester in June 2012. Mr. Cheung has been an associate of the HKICPA since January 1997 and a fellow member of the ACCA since April 2000. Mr. Cheung has more than 25 years of experience in accounting, auditing, financial, general management and direct investment in international accounting firm, private equity, public and private companies, focusing on Hong Kong and emerging markets including the PRC and Brazil. From February 2010 to November 2010, Mr. Cheung worked at China Medicine Corporation with his last position as the chief financial officer. Mr. Cheung was an independent non-executive director, chairman of the remuneration committee, member of the audit committee and nomination committee of TEM Holding Limited from 2019 until January 2021 upon its withdrawal of listing by way of privatization from the Hong Kong Stock Exchange. He is currently the director of A&F Consulting Limited, a consulting and advisory firm in Hong Kong.

Mr. Norman Chun Kin Hui (“Mr. Hui”) has served as our independent director since March 2024. Mr. Hui obtained a bachelor of commerce degree in accounting and a bachelor of laws degree from the University of New South Wales in May 2001 and May 2002, respectively. Mr. Hui was admitted as solicitor and barrister in New South Wales, Australia in 2004, as solicitor in Hong Kong in 2005 and as solicitor in England & Wales in 2006. He has also been an international accredited professional mediator since 2022. Mr. Hui has more than 15 years of experience in corporate finance, mergers and acquisitions and other corporate transactions. He also has a focus on financial services, advising funds and asset management clients on regulatory issues, and has extensive experience in general commercial work. Mr. Hui is currently a partner and the head of equity capital markets of Dentons Hong Kong LLP, the Hong Kong branch of an international law firm.

Ms. Kelly Wai Yan Hui (“Ms. Hui”) has served as our independent director since March 2024. Ms. Hui obtained a bachelor of social sciences from Lingnan University, Hong Kong, in 2006, a master’s degree in banking and finance from University of Stirling, United Kingdom, in 2007 and a master’s degree in China economic laws from Jinan University, the PRC in 2012. Ms. Hui has more than 15 years of experience in the investment banking industry. Ms. Hui has led and executed a number of mergers and acquisitions, takeovers and initial public offerings, with specific focus across the PRC and the Asia-Pacific region. Throughout the years, Ms. Hui served at Guangdong Securities Limited from 2008 to 2011 with her last position as assistant manager, at RHB Capital Hong Kong Limited from 2015 to 2017 with her last position as senior vice president, at Success New Spring Capital Limited from 2017 to 2019 with her last position as director and at Opus Capital Limited from 2019 to 2023 with her last position as director. Ms. Hui is currently the director at Messis Capital Limited since 2023. Ms. Hui has also been a panel member of Hong Kong Mediation Centre since 2021 and has been admitted as an international accredited professional mediator since 2022. Ms. Hui has been a member of Certified Practising Accountant (CPA) with CPA Australia since 2023.

Mr. Lionel Khuat Leok Choong (“Mr. Choong”) has served as our independent director since March 2024. Mr. Choong holds a bachelor of arts degree in accountancy from London Guildhall University, UK, and a master of business administration degree from the Hong Kong University of Science and Technology and the Kellogg School of Management at US Northwestern University. Mr. Choong has over 33 years of working experience in accounting, auditing, internal control, corporate finance and corporate governance. From September 1984 to March 1992, Mr. Choong worked as a supervisor in BDO Binder Hamlyn in London, UK. In 1992, Mr. Choong joined Deloitte & Touche (“Deloitte”) as a manager of assurance and advisory department where he was responsible for consulting and audit work for clients. Mr. Choong was then promoted to principal and later partner of Deloitte where he focused on public company capital raising and mergers and acquisitions (“M&A”). In 2002, Deloitte & Touche Corporate Finance Ltd was established to provide strategic M&A advisory services, at which Mr. Choong was responsible for business development. Mr. Choong is a Certified Public Accountant in Hong Kong and is a fellow member of the Institute of Chartered Accountants in England and Wales (ICAEW).

Mr. Choong is highly experienced as a director or senior officer of listed companies. From 2003 to 2006, Mr. Choong worked at Byford International Ltd, a company listed on the Hong Kong Stock Exchange (HKSE:8272), with his last position as the executive director, chief financial officer, company secretary, qualified accountant, and authorized representative to the Hong Kong Stock Exchange. He also worked as the chief financial officer of Sinobiomed Inc. (NASDAQ: SOBM), a NASDAQ-listed drug development company from 2008 to 2011, the independent non-executive director and the audit committee chairman of Tack Fat Group International Ltd (HKSE:928), an investment holding company listed on the Hong Kong Stock Exchange engaging in branded swimwear garment, from 2009 to 2011 and the independent director and vice chairman of the board of Emerson Radio Corporation Inc, a consumer electronics distribution company listed on the New York Stock Exchange (NYSE: “MSN”) from 2013 to 2016.

He has been since 2018 and is currently the independent director and audit committee chairman of MOXIAN Inc, a social customer relations company listed on NASDAQ (NASDAQ: “MOXC”) and has also been involved in bookkeeping and consolidation work for companies through his position as the consultant of Willsing Co. Ltd since 2015.

Ms. Carrie Chiu Ying Yu (“Ms. Yu”) has served as our independent director since March 2024. Ms. Yu holds a bachelor of science degree in business administration (finance) from Carnegie Mellon University, US. From 2005 to 2014, Ms. Yu worked at JPMorgan Chase & Co. in New York with her last position as the equity research analyst in Asset Management. From April 2014 to March 2017, Ms. Yu was the head of Asia distribution of the Union Gaming Group, LLC, a boutique investment bank focused in the global gaming industry in Hong Kong. From July 2017 to August 2018, Ms. Yu was the head of investor relations at AGTech Holdings Limited. Ms. Yu has been since November 2021 and is currently the strategic advisor of Quantum Solution Limited, a company listed on the Tokyo Stock Exchange (TSE:2338). Ms. Yu also founded Woodlands Investment Partners, an investment management firm in Hong Kong, in 2019 and is currently its chief operating officer and head of business development.

Family Relationships

There is no family relationship, as defined in Item 401 of Regulation S-K, among any of our executive officers or directors.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers will hold office until his or her successor takes office or until his or her earlier death, resignation or removal or the expiration of his or her term as provided in the written agreement with or board resolutions of our company, if any. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as serious or repeated breach or non-observance or material breach of his obligations, any act of negligence, fraud or dishonesty or conviction of arrestable criminal offence. We may also terminate an executive officer’s employment without cause upon thirty days’ advance written notice. The executive officer may resign at any time with a thirty days’ advance written notice.

Each executive officer has agreed to hold, at all times during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information, or the confidential or proprietary information disclosed to the executive officer by or obtained by the executive officer from us either directly or indirectly in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees, without our express consent.

We have also entered into agreements with all directors whose service will begin upon the effectiveness of the registration statement of which this prospectus forms a part. Pursuant to the agreements, each director has agreed to attend and participate in such number of meetings of the board of directors and of the committees of which he or she may become a member as regularly or specially called, and will agree to serve as a director and will hold office until his or her successor takes office or until his or her earlier death, resignation or removal or the expiration of his or her term as provided in the written agreement with or board resolutions of our company, if any. The directors’ services will be compensated by cash under the agreement in an amount determined by the board of director.

We have entered into indemnification agreements with each of our executive directors and executive officers. Under these agreements, we agree to indemnify them against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company. 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.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Controlled Company

Upon completion of this offering and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus, our Controlling Shareholder, may beneficially own approximately 91.60% of the aggregate voting power of our outstanding Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option. As a result, we may be deemed a “controlled company” within the meaning of the Nasdaq listing rules. If we are deemed a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

•        the requirement that a majority of the board of directors consist of independent directors;

•        the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees;

•        the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•        the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.

Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Board of Directors

Our board of directors consists of nine directors, comprising four executive directors and five independent directors, upon the SEC’s declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part. A director is not required to hold any shares in our Company to qualify to serve as a director. Subject to making appropriate disclosures to the board of directors in accordance with our post-offering Amended and Restated memorandum and articles of association, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested, in voting in respect of any such matter, such director should take into

account his or her director’s duties. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.

Board Diversity

We seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our board of directors, including but not limited to gender, skills, age, professional experience, knowledge, cultural, education background, ethnicity, and length of service. The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our board of directors.

Our directors have a balanced mix of knowledge and skills. We will have three independent directors with different industry backgrounds, representing a majority of the members of our board of directors. We will also achieve gender diversity by having three female directors out of the total of nine directors (including independent directors). Our board of directors is well balanced and diversified in alignment with the business development and strategy of our Company and its subsidiaries.

Committees of the Board of Directors

We have established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee consists of Mr. Cheung, Mr. Hui, Ms. Hui, Mr. Choong, and Ms. Yu and is chaired by Mr. Cheung. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Mr. Cheung qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:

•        selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses;

•        reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        discussing the annual audited financial statements with management and the independent registered public accounting firm;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and the independent registered public accounting firm;

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and

•        reporting regularly to the board of directors.

Compensation Committee

Our compensation committee consists of Mr. Cheung, Mr. Hui, Ms. Hui, Mr. Choong, and Ms. Yu and is chaired by Ms. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules. The compensation committee assists the board of directors in reviewing and approving the compensation

structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

•        reviewing and approving, or recommending to the board of directors for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the board of directors for determination with respect to the compensation of our non-employee directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Mr. Cheung, Mr. Hui, Ms. Hui, Mr. Choong, and Ms. Yu and is chaired by Mr. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among other things:

•        recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;

•        reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us;

•        selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself;

•        developing and reviewing the corporate governance principles adopted by the board of directors and advising the board of directors with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and

•        evaluating the performance and effectiveness of the board of directors as a whole.

Foreign Private Issuer Exemption

We are a “foreign private issuer” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

•        Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation Fair Disclosure.

•        Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

•        Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board of directors’ approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Duties of Directors

Under BVI law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act. You should refer to “Description of Share — Certain BVI Company Considerations — Differences in Corporate Law” for additional information on our standard of corporate governance under BVI law.

Terms of Directors and Executive Officers

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such directors will hold office until his or her successor takes office or until his or her earlier death, resignation or removal or the expiration of his or her term as provided in the written agreement with our company, if any. All of our executive officers are appointed by and serve at the discretion of our board of directors.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Compensation of Directors and Executive Officers

For the years ended June 30, 2023 and June 30, 2024, we have paid an aggregate of RM186,049 and RM184,401, respectively, to our directors and executive officers (including salaries and retirement benefits scheme contribution). Our subsidiary in Malaysia 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 June 30, 2024, our subsidiary in Malaysia contributed a total amount of approximately RM19,692 for our executive officer, to the Employees Provident Fund.

Equity Compensation Plan Information

We have not adopted any equity compensation plans.

Outstanding Equity Awards at Fiscal Year-End

As of June 30, 2024, we had no outstanding equity awards.

RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Party Transactions

Our board of directors will create an audit committee in connection with this offering which will be tasked with review and approval of all related party transactions.

Our policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our operating subsidiary’s experience in the business sector in which it operates and the terms of its transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred. The following is a description of material transactions, or series of related material transactions, to which we were or will be a party and in which the other parties included or will include our directors, director nominees, executive officers, holders of more than 5% of our voting securities, or any member of the immediate family of any of the foregoing persons.

List of Related Parties

Due from related parties

As of June 30, 2024, 2023, 2022 and as of the date of this prospectus, amounts due from related parties consisted of the following:

____________

(1)      The balance due from TEM Electronics (Jiangmen) Co Ltd has been fully settled in July 2024.

(2)      The balance due from SEAP Trading Pte Ltd has been fully settled in July 2024.

Due to related parties

As of June 30, 2024, 2023, 2022 and as of the date of this prospectus, amounts due to related parties consisted of the following:

____________

(1)      The balance due to TEM Electronics (Jiangmen) Co Ltd was settled in full in September 2023.

(2)      The balance due to BAP Trading Co Ltd was settled in full in October 2024.

(3)      The balance due to New Universe Industries Ltd is unsecured and interest free, the amount will be settled upon listing.

(4)      The loans due to SEAP Trading Pte Ltd is unsecured and interest bearing at 4.5% p.a., partial outstanding amount of MYR943,900 was settled in July 2024, the remaining amounts are due for repayment in August 2025 and August 2026 respectively.

(5)      The balance due to SEAP Trading Pte Ltd is unsecured and interest free, the balance was settled in full in September 2023.

Transactions with Related Parties

Related party transactions during the three years ended June 30, 2022, 2023, 2024 and up to the date of this prospectus.

____________

(1)     During the normal course of business, TEM engaged TEM Electronics (Jiangmen) Co Ltd as supplier to supply wires and cables during the financial years. The rate(s) charged by TEM Electronics (Jiangmen) Co Ltd is /are consistent with the standard price charged by other independent third party suppliers of TEM. We are of the opinion that the cost of the wires and cables provided by TEM Electronics (Jiangmen) Co Ltd and other terms were negotiated at arm’s-length.

(2)      During the normal course of business, TEM Electronics (Jiangmen) Co Ltd purchased connector assembly from TEM during the financial years. The rate(s) charged by us is /are consistent with the standard price we charged our other independent third party customers. We are of the opinion that the price of the connector assembly provided and other terms of the sales transactions were negotiated at arm’s-length.

(3)      During the financial years, TEM engaged BAP Trading Co Ltd. to provide information technology services in supporting the ERP and MES system of TEM, which include system installation and implementation, report generation and problem shooting. Our Directors are of the opinion that the price of the service provided were negotiated at arm’s-length.

(4)      During the normal course of business, TEM engaged BAP Trading Co Ltd as supplier to supply connectors and terminals during the financial years. The rate(s) charged by BAP Trading Co Ltd is /are consistent with the standard price charged by other independent third party suppliers of TEM. We are of the opinion that the cost of the connectors and terminals provided by BAP Trading Co Ltd and other terms were negotiated at arm’s-length.