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BBSB International Limited
BBSB International Limited
BBSB International Limited
Sole Sponsor
Sole Overall Coordinator
Joint Bookrunners and Joint Lead Managers
Co-Managers (in alphabetical order)
SHARE OFFER
(Incorporated in the Cayman Islands with limited liability)
Stock code : 8610


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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
BBSB International Limited
(Incorporated in the Cayman Islands with limited liability)
LISTING ON GEM OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
BY W A Y OF SHARE OFFER
Number of Offer Shares : 125,000,000 Shares (subject to the Offer Size
Adjustment Option)
Number of Public Offer Shares : 12,500,000 Shares (subject to re-allocation)
Number of Placing Shares : 112,500,000 Shares (subject to re-allocation and the
Offer Size Adjustment Option)
Offer Price : Not more than HK$0.70 per Offer Share and expected
to be not less than HK$0.60 per Offer Share
(payable in full on application in Hong Kong
dollars, subject to refund, plus brokerage of 1%,
SFC transaction levy of 0.0027%, AFRC transaction
levy of 0.00015% and Stock Exchange trading fee of
0.00565%)
Nominal value : HK$0.01 per Share
Stock code : 8610
Sole Sponsor
Sole Overall Coordinator
Joint Bookrunners and Joint Lead Managers
Co-Managers (in alphabetical order)
ᮍᮍ ౗ 㔠㔠 ⼥
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this
prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisin g from or in reliance upon the whole or
any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents delivered to the Registrar of Companies i n Hong Kong and available on
display” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies ( Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong K ong take no responsibility
for the contents of this prospectus or any other document referred to above.
The Offer Price is expected to be fixed by agreement between the Sole Overall Coordinator (for itself and on behalf of the Underwriters) and our Company on the Price Determination Date.
The Price Determination Date is expected to be on or before 12:00 noon on Friday, 9 January 2026. The Offer Price will be no more than HK$0.70 per Offer Sha re and is currently expected
to be no less than HK$0.60 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by 12:00 noon on Friday, 9 January 2026 between the Sole Overall
Coordinator (for itself and on behalf of the Underwriters) and our Company, the Share Offer will not proceed and will lapse. In such case, a notice will b e published on the Stock Exchange’s
website at www.hkexnews.hk and our Company’s website at https://bbsbholdings.com.my/ .
The Sole Overall Coordinator may, with our consent, reduce the number of Offer Shares offered in the Share Offer and/or the indicative Offer Price rang e below that stated in this prospectus
at any time on or prior to the morning of the last day for lodging applications under the Public Offer. In such a case, notices of the reduction in the numbe r of Offer Shares offered in the
Share Offer and/or the indicative Offer Price range will be published on the website of our Company at https://bbsbholdings.com.my/ and on the website of the Stock Exchange at
www.hkexnews.hk . Further details are set forth in the sections headed “Structure and Conditions of the Share Offer” and “How to Apply for Public Offer Shares” in this pr ospectus.
Prior to making any investment decision, prospective investors should consider carefully all the information set out in this prospectus, including the risk factors set out in the section headed
“Risk Factors” in this prospectus.
The obligations of the Public Offer Underwriters under the Public Offer Underwriting Agreement are subject to termination by the Sole Overall Coordi nator (for itself and on behalf of the
Public Offer Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Further details of the circumstances are set forth in the pa ragraphs headed “Underwriting –
Underwriting arrangement and expenses – Public Offer − Grounds for termination” in this prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be off ered, sold, pledged or transferred
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securiti es Act and in accordance with any
applicable securities law in the United States. The Offer Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S of the U.S.
Securities Act.
ATTENTION
We have adopted a fully electronic application process for the Share Offer. We will not provide printed copies of this prospectus to the public in relat ion to the Share Offer. This
prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at https://bbsbholdings.com.my/ . If you require a printed copy of
this prospectus, you may download and print from the website addresses above.
IMPORTANT
31 December 2025


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IMPORTANT NOTICE TO INVESTORS OF PUBLIC OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Public Offer and below
are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “HKEXnews > New Listings > New Listing Information” section, and our website
at https://bbsbholdings.com.my/ .
To apply for the Public Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
eWhite Form service www.ewhiteform.com.hk
Enquiries:
+852 2153 1688
Investors who would
like to receive a
physical Share
certificate. Public
Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m. on
Wednesday,
31 December 2025 to
11:30 a.m. on
Thursday, 8 January
2026, Hong Kong
time
HKSCC EIPO channel Y our broker or custodian
who is a HKSCC
Participant will
submit an EIPO
application on your
behalf through
HKSCC’s FINI
system in accordance
with your instruction.
Investors who would not
like to receive a
physical Share
certificate. Public
Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker or
custodian.
We will not provide any physical channels to accept any application for the Public Offer
Shares by the public. The contents of this prospectus are identical to the prospectus as registered
with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses above.
IMPORTANT
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Please refer to the section headed “How to Apply for Public Offer Shares” for further details
of the procedures through which you can apply for the Public Offer Shares electronically.
Y our application through the eWhite Form service or the HKSCC EIPO channel must be for
a minimum of 4,000 Public Offer Shares and in one of the numbers set out in the table below. Y ou
are required to pay the amount next to the number you select.
No. of
Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
(HK$) (HK$) (HK$) (HK$)
4,000 2,828.24 48,000 33,938.86 500,000 353,529.76 3,500,000 2,474,708.26
8,000 5,656.48 56,000 39,595.33 600,000 424,235.70 4,000,000 2,828,238.00
12,000 8,484.71 64,000 45,251.81 700,000 494,941.66 4,500,000 3,181,767.76
16,000 11,312.95 72,000 50,908.29 800,000 565,647.60 5,000,000 3,535,297.50
20,000 14,141.19 80,000 56,564.75 900,000 636,353.56 7,500,000 5,302,946.26
24,000 16,969.43 120,000 84,847.15 1,000,000 707,059.50 10,000,000 7,070,595.00
28,000 19,797.67 160,000 113,129.52 1,500,000 1,060,589.26 12,500,000
(1) 8,838,243.76
32,000 22,625.90 200,000 141,411.90 2,000,000 1,414,119.00
36,000 25,454.14 300,000 212,117.86 2,500,000 1,767,648.76
40,000 28,282.38 400,000 282,823.80 3,000,000 2,121,178.50
Notes:
(1) Maximum number of Public Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and the
AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants
(as defined in the GEM Listing Rules) or to the Hong Kong Share Registrar (for applications made through
the eWhite Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC
transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of Public Offer Shares will be considered and any such
application is liable to be rejected.
IMPORTANT
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GEM has been positioned as a market designed to accommodate small and mid-sized
companies to which a higher investment risk may be attached than other companies listed on the
Stock Exchange. Prospective investors should be aware of the potential risks of investing in such
companies and should make the decision to invest only after due and careful consideration.
Given that companies listed on GEM are generally small and mid-sized companies, there is a
risk that securities traded on GEM may be more susceptible to high market volatility than
securities traded on the Main Board of the Stock Exchange and no assurance is given that there
will be a liquid market in the securities traded on GEM.
CHARACTERISTICS OF GEM
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Date
Public Offer commences ................................................ 9:00 a.m. on
Wednesday, 31 December 2025
Latest time for completing electronic applications under the
eWhite Form service through the designated website at
www.ewhiteform.com.hk ............................................. 11:30 a.m. on
Thursday, 8 January 2026
Application lists open (3) ................................................ 11:45 a.m. on
Thursday, 8 January 2026
Latest time for (a) completing payment for eWhite Form applications
by effecting PPS payment transfer(s) and (b) giving electronic
application instructions to HKSCC (4) ................................... 12:00 noon on
Thursday, 8 January 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic
application instruction via HKSCC’s FINI system to apply for the Public Offer Shares on your behalf,
you are advised to contact your broker or custodian for the latest time for giving such instruction
which may be different from the latest time as stated above.
Application lists close (3) ............................................... 12:00 noon on
Thursday, 8 January 2026
Expected Price Determination Date (5) ...........................n o t later than 12:00 noon on
Friday, 9 January 2026
Announcement of the final Offer Price, the level of indication of
interest in the Placing, the level of applications of the Public Offer,
the basis of allotment and the results of the Public Offer to be
published on the website of the Stock Exchange at
www.hkexnews.hk
and our Company’s website at
https://bbsbholdings.com.my/ on or before (6) .............................. 11:00 p.m. on
Monday, 12 January 2026
Results of allocation in the Public Offer to be available from the
designated website at www.ewhiteform.com.hk/results with a
“search by ID” function from .......................................... 11:00 p.m. on
Monday, 12 January 2026 to 12:00 midnight on
Friday, 16 January 2026
EXPECTED TIMETABLE
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Results of allocation in the Public Offer to be available by telephone
enquiry line by calling +852 2153 1688 between 9:00 a.m. and 6:00
p.m. from ..............................................T uesday, 13 January 2026 to
Friday, 16 January 2026
(excluding Saturday, Sunday and
public holiday in Hong Kong)
Share certificates in respect of wholly or partially successful
applications to be despatched or deposited into CCASS on or
before
(7)(9) ............................................... Monday, 12 January 2026
e-Refund payment instructions / refund cheques in respect of wholly
or partially successful applications (if applicable) or wholly or
partially unsuccessful applications to be despatched on or
before
(8)(9) ...............................................T uesday, 13 January 2026
Dealings in the Shares on GEM expected to commence at ........................ 9:00 a.m. on
Tuesday, 13 January 2026
The application for the Public Offer Shares will commence from Wednesday, 31 December 2025 through to
Thursday, 8 January 2026. Such time period is longer than the normal market practice of 3.5 days. Investors should be
aware that dealings in the Shares on the Stock Exchange are expected to commence on Tuesday, 13 January 2026.
Notes:
(1) All times and dates refer to Hong Kong local times and dates except as otherwise stated.
(2) Y ou will not be permitted to submit your application through the designated website at www.ewhiteform.com.hk
after
11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a
payment reference number from the designated website at or before 11:30 a.m., you will be permitted to continue the
application process (by completing payment of application monies) until 12:00 noon on the last day for submitting
applications, when the application lists close.
(3) If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning and/or Extreme Conditions
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 8 January 2026, the application lists
will not open or close on that day. Please refer to the sub-section headed “How to Apply for Public Offer Shares – E. Severe
weather arrangements” in this prospectus.
(4) Applicants who apply for Public Offer Shares by giving electronic application instructions to HKSCC via CCASS should
refer to the paragraphs headed “How to Apply for Public Offer Shares – A. Application for Public Offer Shares – 2.
Application channels” in this prospectus.
(5) The Price Determination Date is expected to be on or before 12:00 noon on Friday, 9 January 2026 unless otherwise
announced. If, for any reason, the Offer Price is not agreed on or before 12:00 noon on Friday, 9 January 2026 between our
Company and the Sole Overall Coordinator (for itself and on behalf of the Underwriters), the Share Offer will not proceed
and will lapse accordingly.
(6) None of the information contained on the website forms part of this prospectus.
(7) Share certificates will only become valid at 8:00 a.m. on the Listing Date provided that the Share Offer has become
unconditional and the right of termination described in the paragraphs headed “Underwriting – Underwriting arrangements
and expenses – Public Offer – Grounds for termination” in this prospectus has not been exercised. Investors who trade
Shares on the basis of publicly available allocation details or prior to the receipt of Share certificates or the Share
certificates becoming valid do so entirely at their own risk.
(8) e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications
pursuant to the Public Offer and also in respect of wholly or partially successful applications.
(9) Applicants who have applied for Public Offer Shares by giving electronic application instructions to HKSCC via CCASS
should refer to the sub-section headed “How to Apply for Public Offer Shares – D. Despatch of share certificates and
refund of application monies” in this prospectus for details.
EXPECTED TIMETABLE
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Applicants who have applied through the eWhite Form service and paid their applications monies through single bank
accounts may have refund monies (if any) despatched to the bank account in the form of e-Refund payment instructions.
Applicants who have applied through the eWhite Form service and paid their application monies through multiple bank
accounts may have refund monies (if any) despatched to the address as specified in their application instructions in the
form of refund cheques in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary
post at their own risk.
Further information is set out in the sub-section headed “ How to Apply for Public Offer Shares – D. Despatch of share
certificates and refund of application monies” in this prospectus.
In the event of any change to the above expected timetable after the date of this prospectus, an
announcement will be made on the Stock Exchange’s website at www.hkexnews.hk and our Company’s
website at https://bbsbholdings.com.my/ accordingly. All Share certificates will only become valid
evidence of title of the Shares to which they relate provided that the Share Offer has become
unconditional in all respects and the Underwriting Agreements have not been terminated in accordance
with their respective terms at or before 8:00 a.m. on the Listing Date.
For further details of the structure and conditions of the Share Offer, you should refer to the
section headed “Structure and Conditions of the Share Offer” in this prospectus.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO INVESTOR
This prospectus is issued by our Company solely in connection with the Share Offer and does
not constitute an offer to sell or a solicitation of an offer to buy any security other than the Offer
Shares offered by this prospectus pursuant to the Share Offer . This prospectus may not be used for the
purpose of, and does not constitute, an offer or invitation in any other jurisdiction other than Hong
Kong or in any other circumstances. No action has been taken to permit the distribution of this
prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus and the
offering and sale of the Offer Shares in other jurisdiction are subject to restrictions and may not be
made except as permitted under the applicable securities laws of such jurisdiction pursuant to
registration with or authorisation by the relevant securities regulatory authorities or an exemption
therefrom.
You should rely only on the information contained in this prospectus to make your investment
decision. We have not authorised anyone to provide you with information that is different from what
is contained in this prospectus. Any information or representation not contained nor made in this
prospectus must not be relied on by you as having been authorised by us, the Sole Sponsor , the Sole
Overall Coordinator , the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead
Managers, the Co-Managers and the Underwriters, any of their respective directors, advisers,
officers, employees, agents, affiliates or representatives of any of them or any other persons or
parties involved in the Share Offer . The contents of our Company’s website at
https://bbsbholdings.com.my/
do not form part of this prospectus.
Page
CHARACTERISTICS OF GEM ............................................ i i i
EXPECTED TIMETABLE ................................................ i v
CONTENTS ........................................................... v i i
SUMMARY ........................................................... 1
DEFINITIONS ......................................................... 1 5
GLOSSARY OF TECHNICAL TERMS ...................................... 2 5
FORW ARD-LOOKING STATEMENTS ...................................... 2 7
INFORMATION ABOUT THIS PROSPECTUS AND THIS SHARE OFFER .......... 2 9
RISK FACTORS ........................................................ 3 4
DIRECTORS AND PARTIES INVOLVED IN THE SHARE OFFER ................. 5 5
CORPORATE INFORMATION ............................................ 6 0
CONTENTS
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Page
INDUSTRY OVERVIEW ................................................. 6 2
REGULATORY OVERVIEW .............................................. 7 7
HISTORY, REORGANISATION AND CORPORATE STRUCTURE ................ 9 6
BUSINESS ............................................................ 1 0 4
RELATIONSHIP WITH CONTROLLING SHAREHOLDERS ..................... 2 1 9
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ..................... 2 3 2
CORNERSTONE INVESTORS ............................................ 2 4 9
SUBSTANTIAL SHAREHOLDERS ......................................... 2 5 4
SHARE CAPITAL ...................................................... 2 5 5
FINANCIAL INFORMATION ............................................. 2 5 9
FUTURE PLANS AND USE OF PROCEEDS .................................. 3 1 0
UNDERWRITING ...................................................... 3 2 7
STRUCTURE AND CONDITIONS OF THE SHARE OFFER ...................... 3 4 1
HOW TO APPLY FOR PUBLIC OFFER SHARES .............................. 3 4 9
APPENDIX I – ACCOUNTANTS’ REPORT ............................... I - 1
APPENDIX II – UNAUDITED PRO FORMA FINANCIAL INFORMATION ....... II-1
APPENDIX III – PROPERTY V ALUATION REPORT ......................... III-1
APPENDIX IV – SUMMARY OF THE CONSTITUTION OF THE COMPANY
AND CA YMAN ISLANDS COMPANY LA W ................. I V - 1
APPENDIX V – STATUTORY AND GENERAL INFORMATION ............... V - 1
APPENDIX VI – DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES IN HONG KONG AND
A V AILABLE ON DISPLA Y ............................. VI-1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus.
Since this is a summary, it does not contain all the information that may be important to you, and is
qualified in its entirety by, and should be read in conjunction with the full text of this prospectus. You
should read the whole document before you decide to invest in the Offer Shares. There are risks
associated with any investment in the Offer Shares. Some of the particular risks in investing in the
Offer Shares are set out in the section “Risk Factors” in this prospectus. You should read that section
carefully before you decide to invest in the Offer Shares.
OVERVIEW
We are a civil engineering contractor in Malaysia with over 16 years of experience, specialising in
providing bridge engineering services as a subcontractor for large-scale transportation infrastructure
engineering projects owned or initiated by the government or government-linked companies in
Malaysia. With our reputation and experience in the civil engineering industry, we strategically
expanded the scope of our civil engineering works to include flood mitigation works, which share the
engineering procedures as bridge engineering works.
In 2004, Datuk Tan, our executive Director, acquired a majority shareholding interest in BBSB
Holdings, our principal operating subsidiary in Malaysia, which subsequently became wholly owned by
Datuk Tan and Datin Pan, our Controlling Shareholders.
We were first awarded in 2008 and currently hold a CIDB Grade G7 qualification in Category CE
(Civil Engineering Construction), Category B (Building Construction) and Category ME (Mechanical
and Electrical) in Malaysia, which is the highest grade of contractor licence under the CIDB, allowing
us to undertake civil and structural works of unlimited tender/contract value. During the Track Record
Period, our Group was a subcontractor in all of the projects we undertook.
Since our establishment, our Group has participated in a number of notable transportation
infrastructure engineering projects in Malaysia, such as Eastern Dispersal Link, Duta-Ulu Kelang
Expressway, Damansara-Shah Alam Elevated Expressway and the SUKE Highway. In 2024, we ranked
the tenth largest bridge engineering subcontractor in Malaysia in terms of bridge engineering revenue,
with a market share of approximately 2.5%. With our proven track record in delivering bridge
engineering works of varying scales and complexity, we are well positioned to benefit from the
government’s continued supportive policy in national and regional transportation infrastructure
development.
OUR BUSINESS
Our services. Our business can be categorised into the following services:
(I) Bridge engineering works. Our bridge engineering services primarily involve (i) the design and
construction of an entire girder bridge or any one or more of its sections with various structural
configurations and span across roads and rivers; and (ii) the construction of the connecting
highways, roads and facilities ancillary to the girder bridge such as drainage, sewerage, lightings
and signages. Where required and at the request of our customers, we offer value engineering
solutions to optimise and improve their design. The construction of girder bridges typically
includes multiple stages, starting from planning and design, site formation and foundation works,
to the substructure installation and superstructure erection, with each stage requiring coordination
of structural, civil and safety considerations. Our Group is involved in some or all of such stages
in relation to the section of a bridge for which we are responsible.
SUMMARY
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(II) Flood mitigation works. We have expanded into flood mitigation works, focusing on the design
and construction of flood mitigation structural solutions to reduce flooding risks in urban and
flood-prone areas. Our flood mitigation works involve similar engineering and project
management processes to bridge construction, enabling us to effectively apply our existing
expertise.
Please refer to the sub-section headed “Business – Our services” for further details of our services.
The following table sets out a breakdown of our revenue by the type of civil engineering works
undertaken by us during the Track Record Period:
FY2023 FY2024 6M2025
RM’000 % RM’000 % RM’000 %
Bridge engineering
works (Note) 74,594 97.2 123,208 92.6 73,148 98.9
Flood mitigation works 2,163 2.8 9,794 7.4 838 1.1
Total revenue 76,757 100.0 133,002 100.0 73,986 100.0
Note: A typical bridge engineering project undertaken by our Group generally comprises both design and construction of
the entire girder bridge or any one or more of its sections and/or the construction of the connecting highways, roads
and other ancillary facilities such as drainage, sewerage, lightings and signages.
Our operations
We operate on a project-based model, sourcing opportunities through open tenders, invitations to
tenders extended only to shortlisted candidates, and direct quotation requests. Only projects assessed by
our management team as both technically feasible and financially sound will be proceeded to the tender
or quotation submission stage. Upon receiving a contract, we will set up our project management team,
engage subcontractors, and make necessary financial arrangements. Given the large scale and technical
complexity of our projects, which demand precision and specialised expertise across both design and
construction, we focus on project management, including overall project planning and coordination,
quality assurance, and provision of holistic value engineering services to our customers.
The following table sets out the number of tenders or quotations submitted, number of projects
awarded and the corresponding success rate during the Track Record Period:
FY2023 FY2024 6M2025
Number of tenders or quotations
submitted during the year/period 4 3 3
Number of successful tenders or
quotations 3 − 1
Success rate (approximate %) 75.0 − 33.3
SUMMARY
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The decline in our tender success rate from FY2023 to FY2024 was primarily due to: (i) our
strategic decision to submit bids with higher profit margins as we were operating near full capacity in
FY2024, which in turn reduced our competitiveness; and (ii) intensified competition for projects from
our established contractor client base. For 6M2025, we successfully secured one out of three bid
projects, resulting in an increase in success rate to approximately 33.3%. Please refer to the sub-section
headed "Business - Our operations" for further details.
Our projects
Transportation infrastructure engineering projects are typically large-scale and complex, subject
to regulatory requirements, and therefore often span several years from commencement to completion.
Owing to their capital-intensive nature, these projects require substantial upfront costs and strong
working capital, which in turn limits the number of projects we can undertake concurrently.
Accordingly, our Group strategically focuses on securing large-scale, high-value projects that align with
our financial capacity, operational expertise and long-term growth objectives. During the Track Record
Period and up to the Latest Practicable Date, we successfully completed two transportation
infrastructure engineering projects, with five projects ongoing as at the Latest Practicable Date.
Completed projects during the Track Record Period
Our first completed project (Project JB25) during the Track Record Period had a total contract
value of approximately RM33.1 million. It involved step-in works to assist in the completion of certain
outstanding portions, including mainline and associated works, site clearance, and temporary works,
covering a total distance of approximately 0.66 km along the SUKE Highway. The SUKE Highway is a
fully elevated tolled expressway in the Klang V alley, Malaysia, connecting Sungai Besi to Ulu Klang via
a three-lane dual carriageway with multiple interchanges.
The second completed project (Project JB30) had a total contract value of RM25.0 million and
involved the construction of earthworks and drainage works spanning approximately 9.6 km along the
Raub Bypass, a toll-free expressway in Raub, Pahang, Malaysia which serves to direct traffic away from
Raub town.
Ongoing projects as at the Latest Practicable Date
As at the Latest Practicable Date, our first ongoing project (Project JB27) had an original contract
sum of approximately RM232.0 million and subsequently adjusted to approximately RM233.4 million
and involves the construction of road works, a section of a girder bridge, and various ancillary works at
a major federal highway across Peninsular Malaysia. The highway provides a four-lane inland route that
enhances north–south connectivity between central and east coast regions. The project is expected to be
completed by April 2027, with approximately RM65.4 million and RM24.2 million in revenue
recognised for FY2024 and 6M2025, respectively, together with approximately RM42.1 million
recognised prior to FY2024, and estimated RM101.7 million to be recognised after the Track Record
Period.
SUMMARY
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Our second ongoing project (Project JB28), with an original contract sum of approximately
RM165.0 million, involves the design and construction of a 2.8 km girder bridge, road works, and
ancillary infrastructure across the Air Tawar River, connecting a district in Selangor to a district in
Perak. Expected to be completed in June 2027, the project had recognised approximately RM33.7
million and RM46.2 million in revenue for FY2024 and 6M2025, respectively, together with
approximately RM7.9 million recognised prior to FY2024 and estimated RM77.2 million to be
recognised after the Track Record Period.
Our third ongoing project (Project JB29), with an original contract sum of approximately
RM118.0 million, involves the design and construction of the road connected to the girder bridges and
the entire section of two girder bridges and various ancillary works in a rural village located in the
Kulim district of Kedah. Upon completion, the bridges and their associated roads are expected to
significantly enhance regional connectivity. The project is expected to be completed in November 2028,
with approximately RM1.2 million, RM6.5 million and RM2.8 million in revenue recognised for
FY2023, FY2024 and 6M2025, respectively, and estimated RM107.6 million to be recognised after the
Track Record Period.
Our fourth ongoing project (Project JB31), with an original contract sum of approximately
RM96.0 million, involves the design and construction of flood mitigation structural forms at the Kenau
River in Pahang. The scope of works includes site clearance and demolition, geotechnical structures,
traffic management, and environmental protection works. The project is expected to be completed in
April 2027, with approximately RM2.2 million, RM9.8 million and RM0.8 million in revenue
recognised for FY2023, FY2024 and 6M2025, respectively, and estimated RM83.2 million to be
recognised after the Track Record Period.
Our fifth ongoing project (Project JB32), with an original contract sum of approximately RM111.2
million, involves the construction of a total of 7.035 km dual carriageway (single lane each direction)
consisting of one girder bridge and other ancillary works for a route in Peninsular Malaysia. The project
is expected to be completed in March 2028, with approximately RM111.2 million estimated to be
recognised after the Track Record Period.
Please refer to the sub-section headed “Business – Our projects” for further details.
The level of design involvement varied across our ongoing projects. For Project JB27, the
customer provided the full design and our Group undertook construction only, without any design input
or value engineering. For Projects JB28 and JB29, the customers provided the design briefs, and our
Group provided value engineering services to propose alternative design options, upon which the
construction works were subsequently carried out. For Project JB31, the customer provided a design
brief while our Group was responsible for the detailed design and construction. For Project JB32, the
customer provided the design, and our Group is still assessing whether any value engineering could be
undertaken. For details of value engineering undertaken by our Group, please refer to the paragraphs
headed “Our services – I. Design and construction of girder bridges and construction of the connecting
highway, roads and ancillary facilities” in this section.
SUMMARY
–4–


--- page 15 ---
Backlog
The following table sets forth the movement in the number and value of projects which were
completed or ongoing during the Track Record Period:
FY2023 FY2024 6M2025
Number of
projects
Contract
Value
Number of
projects
Contract
Value
Number of
projects
Contract
Value
(RM’000)
(approx.)
(RM’000)
(approx.)
(RM’000)
(approx.)
Opening number of projects/ Opening value of
backlog as at the beginning of the relevant
year/period 3 408,077 5 571,150 4 443,632
Add: new project(s) secured/newly secured
contract value from new project(s) 3 238,989 − − −
(Note) −(Note)
Add: variation orders/work instructions N/A 226 N/A 1,482 N/A −
Less: (projects completed)/(revenue recognised) (1) (76,142) (1) (129,000) − (73,986)
Ending backlog as at the end of the relevant
year/period 5 571,150 4 443,632 4 369,646
Note: In July 2025, we were awarded one new project with a contract sum of approximately RM111.2 million.
OUR CUSTOMERS
During the Track Record Period, our customers mainly comprised main contractors in
transportation infrastructure engineering projects in Malaysia. The owners of these projects are the
federal government or government-linked companies in Malaysia.
For FY2023, FY2024 and 6M2025, (i) revenue generated from our largest customer in each
year/period during the Track Record Period amounted to approximately RM39.2 million, RM65.4
million and RM46.2 million, respectively, representing approximately 51.1%, 49.1% and 62.4% of our
total revenue for the corresponding years/period; and (ii) the revenue generated from our five largest
customers in each of FY2023 and FY2024 and our four largest customers in 6M2025 in aggregate
amounted to approximately RM77.6 million, RM131.6 million and RM74.0 million, respectively,
representing approximately 101.2%, 98.9% and 100.0% of our total revenue for the corresponding
years/period. Bridgex is one of our major customers during the Track Record Period, which accounted
for approximately 6.3%, 10.4% and 1.1% of our total revenue for FY2023, FY2024 and 6M2025,
respectively. During the Track Record Period and up to June 2024, Datuk Tan, our Controlling
Shareholder and executive Director, alone and/or together with his associates held in aggregate 35%
equity interest in Bridgex. Since June 2024, Datuk Tan and his associates no longer hold any shares in
Bridgex and Bridgex is an Independent Third Party as at the Latest Practicable Date. For details of our
relationship with Bridgex, please refer to the sub-section headed “Relationship with Controlling
Shareholders – The Controlling Shareholders’ previous interest in Bridgex” in this prospectus. We have
engaged in project-based collaborations with Bridgex for the joint execution of projects initiated or
owned by the government or government-linked companies, both prior to and during the Track Record
Period with our respective roles, responsibilities and contributions clearly delineated in the joint
venture agreements.
SUMMARY
–5–


--- page 16 ---
Please refer to the sub-section headed “Business – Customers” for further details.
OUR SUBCONTRACTORS
We usually engage subcontractors to carry out labour-intensive works, such as reinforced concrete
structure works, beam casting works, and road furniture works; and other works that require niche
technical expertise, such as, bored piling works, soil investigation works, environmental works,
earthworks and geotechnical works for which we do not maintain our own expertise due to prohibitive
costs. Most of our subcontractors provide their own materials and machinery with the associated cost
and machinery rental charges being factored into the overall subcontracting costs.
For FY2023, FY2024 and 6M2025, (i) we incurred subcontracting costs of approximately RM46.0
million, RM77.9 million and RM37.9 million, respectively, representing approximately 70.0%, 72.6%
and 65.1% of our total cost of services for the corresponding years/period; (ii) the subcontracting costs
we paid to our largest subcontractor in each year/period during the Track Record Period amounted to
approximately RM16.9 million, RM19.0 million and RM5.9 million, respectively, representing
approximately 25.6%, 17.7% and 10.2% of our total cost of services for the corresponding years/period;
and (iii) the subcontracting costs we paid to our five largest subcontractors in each year/period during
the Track Record Period amounted to approximately RM35.5 million, RM48.4 million and RM24.1
million, respectively, representing approximately 54.0%, 45.1% and 41.5% of our total cost of services
for the corresponding years/period. Please refer to the sub-section headed “Business – Subcontractors”
for further details.
OUR SUPPLIERS
Our suppliers primarily include (i) suppliers of construction materials such as cement, ready
mixed concrete and steel bars; and (ii) machinery rental service providers. For FY2023, FY2024 and
6M2025, (i) purchase by our Group from our largest supplier in each year/period during the Track
Record Period amounted to approximately RM2.1 million, RM4.2 million and RM5.2 million,
respectively, representing approximately 3.2%, 3.9% and 9.0% of our total cost of services for the
corresponding years/period; and (ii) total purchase by our Group from our five largest suppliers in each
year/period during the Track Record Period amounted to approximately RM3.1 million, RM10.9 million
and RM9.9 million, respectively, representing approximately 4.7%, 10.1% and 17.0% of our total cost
of services for the corresponding years/period. Please refer to the sub-section headed “Business –
Suppliers” for further details.
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth a summary of our consolidated financial information during the
Track Record Period, which has been extracted from the Accountants’ Report as set out in Appendix I to
this prospectus, including the notes thereto.
SUMMARY
–6–


--- page 17 ---
Selected information extracted from the combined statements of profit or loss and other
comprehensive income
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Revenue 76,757 133,002 69,786 73,986
Other income and gains/(losses), net 1,822 2,362 1,492 1,310
(Loss)/profit before income tax (13,098) 33,273 14,387 5,943
(Loss)/profit and total comprehensive
income for the year/period
attributable to owners of the
Company (14,460) 26,189 12,112 3,201
During the Track Record Period, all our revenue was derived from bridge engineering projects and
a flood mitigation project. We recorded revenue of approximately RM76.8 million and RM133.0 million
for FY2023 and FY2024, respectively, representing an increase of approximately 73.2% from FY2023
to FY2024. Such increase was primarily attributable to the increase in revenue recognised from our
projects, in particular, Project JB27 and Project JB28, which was partially offset by the decrease in
revenue recognised from Project JB25. Our total revenue increased from approximately RM69.8 million
in 6M2024 to approximately RM74.0 million in 6M2025, which was mainly attributable to the increase
in revenue recognised from Project JB28, which was partially offset by the decrease in revenue
recognised from (i) Project JB30, which was completed in June 2024; (ii) Project JB27, mainly
attributable to the unexpected progress delay; and (iii) Project JB31, which commenced in November
2023, during the period.
Our net loss of approximately RM14.5 million for FY2023 has turned around to a net profit of
approximately RM26.2 million for FY2024, primarily attributable to the increase in revenue and gross
profit, and the net reversal of impairment losses recognised during the year. Our Group recorded a net
profit margin of approximately 19.7% for FY2024. Our net profit decreased from approximately
RM12.1 million in 6M2024 to approximately RM3.2 million in 6M2025, which was mainly attributable
to the combined effects of (i) the absence of net reversal of impairment losses recognised for 6M2025;
and (ii) the Listing expenses incurred for 6M2025, which were partially offset by the increase in our
revenue and gross profit during the period.
As the duration of our projects (from the date of engagement to the date of completion) typically
ranges from one to five years, our revenue generated during the Track Record Period was mainly derived
from ongoing projects. Given the long duration of our projects, the fluctuation in our revenue and thus
profitability is mainly a result of the combined effect of varying progress of different mix of the
ongoing projects during the Track Record Period.
Please refer to the sub-section headed “Financial Information – Description of selected items of
our combined statements of profit or loss and other comprehensive income” for further details.
SUMMARY
–7–


--- page 18 ---
Selected information extracted from the combined statements of financial position
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
Non-current assets 15,871 14,706 12,453
Current assets 97,701 94,338 101,593
Non-current liabilities 4,356 4,856 4,617
Current liabilities 45,605 50,388 52,428
Net current assets 52,096 43,950 49,165
Total assets less current liabilities 67,967 58,656 61,618
Net assets 63,611 53,800 57,001
Our net current assets decreased from approximately RM52.1 million as at 31 December 2023 to
approximately RM44.0 million as at 31 December 2024. Such decrease was primarily attributable to (i)
the decrease in contract assets of approximately RM15.6 million; and (ii) the increase in trade payables,
accruals and other payables of approximately RM5.9 million, which were partially offset by (i) the
increase in trade receivables, prepayments and other receivables of approximately RM12.1 million; and
(ii) the decrease in borrowings, secured of approximately RM5.8 million. Our net current assets
increased from approximately RM44.0 million as at 31 December 2024 to approximately RM49.2
million as at 30 June 2025. Such increase was primarily attributable to combined effects of the increase
in contract assets of approximately RM36.4 million, which was partially offset by (i) the decrease in
trade receivables, prepayments and other receivables of approximately RM23.6 million; (ii) the decrease
in cash and bank balances of approximately RM5.6 million; (iii) the increase in contract liabilities of
approximately RM1.7 million; and (iv) the increase in current tax liabilities of approximately RM0.9
million.
Our net assets decreased from approximately RM63.6 million as at 31 December 2023 to
approximately RM53.8 million as at 31 December 2024. Such decrease was attributable to profit and
total comprehensive income recorded for FY2024 of approximately RM26.2 million, offset by dividend
declared and approved during FY2024 in respect of FY2023 of approximately RM10.0 million (being
part of the total dividends in respect of FY2023 of RM20.0 million) and dividend declared and approved
in respect of FY2024 of approximately RM26.0 million. As at 30 June 2025, our net assets increased to
approximately RM57.0 million, which was primarily driven by the profit for 6M2025.
Please refer to the sub-section headed “Financial Information – Net current assets and selected
items of combined statements of financial position” for further details.
SUMMARY
–8–


--- page 19 ---
Selected information extracted from the combined statements of cash flows
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Cash and cash equivalents at the
beginning of the year 135 (483) (483) 15,328
Net cash generated from/(used in)
operating activities 8,543 49,507 18,335 (3,480)
Net cash (used in)/generated from
investing activities (1,911) 10,331 (77) (383)
Net cash used in financing activities (7,250) (44,027) (16,353) (2,379)
Net (decrease)/increase in cash and cash
equivalents (618) 15,811 1,905 (6,242)
Cash and cash equivalents at the end
of the year/period (483) 15,328 1,422 9,086
For FY2023, the negative cash and cash equivalents were primarily due to a lower amount of net
cash generated from operating activities of approximately RM8.5 million, based on our loss before tax
of approximately RM13.1 million, adjusted for, among others, provision for impairment losses.
Additionally, net cash used in investing activities was approximately RM1.9 million, mainly due to
deposit pledged to licensed banks and purchases of property, plant and equipment. Financing activities
contributed a cash outflow of approximately RM7.3 million, mainly driven by dividend payment and
repayment of borrowings. For 6M2025, our Group reported a net cash outflow from operating activities
of approximately RM3.5 million, which was mainly due to the combined effects of (i) the increase in
contract assets to approximately RM36.7 million, mainly attributable to the increase in our unbilled
revenue and retention receivables; (ii) the decrease in trade receivables, prepayments and other
receivables to approximately RM27.5 million, mainly attributable to the decrease in contract assets
being certified by customers and transferred to trade receivables, primarily arisen from Project JB27
and Project JB28, as the customers adopted a more prudent approach to conduct conservative
assessments of the significant work completed by our Group during the main execution phase of the
projects, which require extended time to provide certifications; and (iii) income tax paid of
approximately RM1.9 million.
Please refer to the sub-section headed “Financial Information – Liquidity and capital resources”
for further details.
SUMMARY
–9–


--- page 20 ---
KEY FINANCIAL RATIOS
As at or for the year ended
31 December
As at or for the
six months
ended 30 June
2023 2024 2025
Gross profit margin 14.3% 19.3% 21.4%
Net profit margin (18.8)% 19.7% 4.3%
Return on equity (22.9)% 48.7% 5.6%
Return on total assets (12.7)% 24.0% 2.8%
Current ratio 2.1 times 1.9 times 1.9 times
Gearing ratio 19.1% 12.4% 10.8%
Net debt to equity ratio Net cash Net cash Net cash
Interest coverage N/A 79.7 times 55.5 times
For details of the calculation basis, please refer to the sub-section headed “Financial Information –
Summary of key financial ratios” in this prospectus.
OUR CONTROLLING SHAREHOLDERS
Immediately following completion of the Capitalisation Issue and the Share Offer (without taking
into account any Shares which may be allotted and issued by our Company pursuant to the exercise of
the Offer Size Adjustment Option or the exercise of any options which may be granted under the Share
Option Scheme), Datuk Tan and Datin Pan will, through BBSB Overseas, collectively hold 75.0% of our
Company’s total issued share capital. Accordingly, Datuk Tan, Datin Pan and BBSB Overseas will
constitute a group of Controlling Shareholders under the GEM Listing Rules upon the Listing. Please
refer to the section headed “Relationship with Controlling Shareholders” for further details.
DIVIDEND
Our Group declared dividends of RM20.0 million and RM26.0 million for FY2023 and FY2024,
respectively, which had been settled in full during the Track Record Period. No dividend or distribution
has been declared or paid by our Group for 6M2025. In November 2025, our Group declared dividend of
RM5.0 million, which has been settled in full in cash. The declaration and payment of dividends during
the Track Record Period or in the past should not be considered as a guarantee or indication that we will
declare and pay dividends in such manner in the future, or will declare and pay any dividends in the
future at all. We do not have any formal dividend policy or predetermined dividend payout ratio. Any
future declarations and payments of dividends will be at the discretion of our Directors, subject to
certain restrictions under Cayman Islands law, and will depend on our actual and expected results of
operations, cash flow and financial condition, general business conditions and business strategies,
expected working capital requirements and future expansion plans, applicable legal and regulatory
requirements, contractual restrictions, and any other factors which our Directors consider relevant. It is
also subject to the approval of our Shareholders, the Companies Act, the Articles of Association as well
as any applicable laws.
SUMMARY
–1 0–


--- page 21 ---
In particular, subject to a solvency test, as prescribed in the Cayman Companies Act, and the
provisions of the Articles of Association of our Company, we may pay dividends and distributions out of
our share premium account. In addition, based upon English case law which is likely to be persuasive in
the Cayman Islands, dividends may be paid out of profits. For a summary of the provisions on
declaration and payment of dividends under our Memorandum and Articles of Association, please refer
to the paragraphs headed “Summary of the Constitution of the Company and Cayman Islands Company
Law – 2. Articles of Association – (f) Dividends and other methods of distribution” in Appendix IV to
this prospectus.
The above shall in no way constitute a legal and binding commitment by our Company that any
dividend will be paid and/or in no way obligate our Company to declare a dividend at any time or from
time to time.
OFFERING STATISTICS
Offer size : 25% of the enlarged issued share capital of our Company
Offer Price : HK$0.60 to HK$0.70 per Offer Share
Number of Offer Shares : 125,000,000 Shares (subject to the Offer Size Adjustment Option)
Number of Public Offer
Shares
: 12,500,000 Shares (subject to re-allocation)
Number of Placing Shares : 112,500,000 Shares (subject to re-allocation and the Offer Size
Adjustment Option)
Based on the
Offer Price of
HK$0.60 per
Offer Share
(low-end)
Based on the
Offer Price of
HK$0.70 per
Offer Share
(high-end)
Market capitalisation of our Shares
(1) HK$300 million HK$350 million
Unaudited pro forma adjusted combined net tangible assets
attributable to owners of our Company per Share (2)(3)(4)(5)
HK$0.33 HK$0.35
Notes:
(1) The calculation of market capitalisation of the Shares is based on 500,000,000 Shares in issue immediately after completion of the
Capitalisation Issue and the Share Offer.
(2) Please refer to Appendix II to this prospectus for details.
(3) All statistics in this table are based on the assumption that the Offer Size Adjustment Option is not exercised and without taking into account
any Shares that may be allotted or issued pursuant to the exercise of any option which may be granted under the Share Option Scheme.
(4) There were no material events subsequent to 30 June 2025.
(5) No adjustment has been made to the unaudited pro forma adjusted combined net tangible assets as at 30 June 2025 to reflect any trading
results or other transactions of our Group entered into subsequent to 30 June 2025. Accordingly, the unaudited pro forma combined net
tangible assets per Share have not been adjusted to illustrate the effect of the interim dividend declared by us in November 2025. With such
interim dividend declared on 17 November 2025, the unaudited pro forma combined net tangible assets per Share would have been decreased
by HK$0.02.
SUMMARY
–1 1–


--- page 22 ---
FUTURE PLANS AND USE OF PROCEEDS
It is our business strategies to further consolidate our position as an established contractor in the
provision of bridge engineering services for transportation infrastructure engineering projects in
Malaysia and to continue to expand the scope of our civil engineering services to other segments such as
flood mitigation works, primarily by (i) competing for more upcoming large-scale transportation
infrastructure engineering projects and flood mitigation projects in both Peninsular Malaysia and East
Malaysia; (ii) expansion of workforce to support growth across all regions; and (iii) upgrading and
digitising our Group’s information systems and internal processes.
Assuming the Offer Size Adjustment Option is not exercised and based on the Offer Price of
HK$0.65 per Offer Share, being the mid-point of the indicative Offer Price range of HK$0.60 per Offer
Share to HK$0.70 per Offer Share, we will receive gross proceeds of approximately HK$81.3 million
(equivalent to approximately RM43.9 million). The net proceeds from the Share Offer are estimated to
be approximately HK$56.0 million (equivalent to approximately RM30.2 million), after deducting the
underwriting commission and other estimated expenses payable by our Company in relation to the Share
Offer and assuming the Offer Size Adjustment Option is not exercised. We intend to apply such net
proceeds from the Share Offer in the following manner in order to execute our business strategies:
Approximate amount of
net proceeds Intended applications
Expected timing of
full utilisation
F or the six months
ending
1. Approximately 65.2%, or
RM19.7 million (equivalent to
approximately HK$36.5
million)
To strengthen our financial
position to pay for the upfront
costs of our potential projects
30 June 2026
2. Approximately 19.8%, or
RM6.0 million (equivalent to
approximately HK$11.1
million)
For expansion of workforce to
support growth across all
regions
31 December 2027
3. Approximately 5.0%, or RM1.5
million (equivalent to
approximately HK$2.8 million)
To upgrade and digitise our
Group’s information systems
and internal processes
30 June 2027
4. Approximately 10.0%, or
RM3.0 million (equivalent to
approximately HK$5.6 million)
General working capital 30 June 2026
For details of the use of proceeds from the Share Offer, please refer to the section headed “Future
Plans and Use of Proceeds”
SUMMARY
–1 2–


--- page 23 ---
LISTING EXPENSES
The total Listing fees in relation to the Share Offer, primarily consisting of fees paid or payable to
professional parties and underwriting fees and commissions, are estimated to be approximately
HK$25.3 million (equivalent to approximately RM13.7 million), assuming the Offer Size Adjustment
Option is not exercised and based on the mid-point of the indicative Offer Price range of HK$0.65 per
Offer Share and 125,000,000 Offer Shares, representing approximately 31.1% of the gross proceeds
from the Share Offer. Such total estimated Listing fees consist of (i) underwriting-related expenses
(including but not limited to commissions and fee) of approximately HK$3.8 million (equivalent to
approximately RM2.1 million); and (ii) non-underwriting expenses of approximately HK$21.5 million
(equivalent to approximately RM11.6 million) (including fees and expenses of legal advisers and
reporting accountants of approximately HK$12.0 million (equivalent to approximately RM6.5 million)
and other fees and expenses of approximately HK$9.5 million (equivalent to approximately RM5.1
million)). Among the estimated total Listing fees, (i) approximately HK$8.8 million (equivalent to
approximately RM4.8 million) is expected to be accounted for as a deduction from equity upon Listing;
and (ii) approximately HK$16.5 million (equivalent to approximately RM8.9 million) is expected to be
recognised as expenses in our combined statements of profit or loss and other comprehensive income for
FY2025, of which approximately RM4.8 million was recognised in 6M2025.
COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we have been in compliance
in all material respects with the applicable laws and regulations in Malaysia where we operate business
and have obtained all necessary approvals, permits, licences and certificates that are material to our
business operations from the relevant government authorities.
COMPETITIVE LANDSCAPE OF MALA YSIA’S BRIDGE ENGINEERING INDUSTRY
According to CIC, in Malaysia’s bridge engineering industry, contractors are required to obtain a
Contractor Registration Certificate issued by the CIDB, which adopts a seven-tier classification system
from G1 to G7. As at 31 December 2024, approximately 2,000 companies in Malaysia’s bridge
engineering sector had been certified at the highest G7 grade. Despite the large number of certified
firms, fewer than 30 bridge engineering subcontractors in Malaysia were actively engaged in bridge
engineering projects as at the end of 2024. The bridge engineering and transportation infrastructure
engineering markets under the civil engineering industry in Malaysia are relatively scattered. In the
bridge engineering market, subcontractors play a crucial role in Malaysia. The market size of
Malaysia’s bridge engineering in terms of subcontractor’s revenue reached RM4.9 billion in 2024. In
2024, our Company ranked the tenth largest bridge engineering subcontractor in Malaysia in terms of
bridge engineering revenue, with its revenue amounted to approximately RM123.2 million with the
market share of approximately 2.5%.
OUR COMPETITIVE STRENGTHS
Our Directors believe that the following competitive strengths enable us to maintain our position
in the industry in which we operate: (i) we have proven track record in the transportation infrastructure
engineering market in Malaysia; (ii) we provide holistic value engineering solutions to our customers;
(iii) our management team possesses in-depth industry experience and knowledge; (iv) we are
committed to upholding safety and eco-friendliness in undertaking our projects; and (v) we maintain
long-term and stable business relationships with our major customers, suppliers and subcontractors.
Please refer to the sub-section headed “Business – Competitive strengths” in this prospectus for further
details.
SUMMARY
–1 3–


--- page 24 ---
RISK FACTORS
There are certain risks involved in our business and operations. These risks can be classified into
(i) risks relating to our business; (ii) risks relating to our operations in Malaysia; (iii) risks relating to
the Share Offer and our Shares; and (iv) risks relating to the statements in this prospectus.
We believe that the following are some of the major risks relating to our business: (i) we derived
all our revenue during the Track Record Period from a limited number of projects awarded by our major
customers and any significant reduction in the number or scale of projects awarded by these customers
may materially and adversely affect our financial performance; (ii) we rely heavily on the availability of
transportation infrastructure engineering projects in Malaysia and any reduction in such projects in
Malaysia would materially and adversely affect our operations and financial results; (iii) we need to
maintain our competitiveness in the tendering or quotation process and any failure of our Group to
secure new contracts would affect our operations and financial results; (iv) our financial performance
could be materially and adversely affected if there is any significant error in estimating our project costs
and progress; (v) we may be subject to claims if we fail to complete our projects on a reliable and timely
basis, which could adversely affect our reputation and financial performance; (vi) our customers
typically make progress payments and may require retention monies, performance bonds or
performance guarantee, which, together with insurance premiums payable by us, necessitate adequate
working capital and cash flow; and any significant mismatch in timing between outgoing payment and
receipt of payment from our customers, or failure by our customers to release our retention monies,
performance bonds and/or performance guarantee on time and in full, which may occur due to, for
instance, the inferior quality of our or our subcontractors’ works in a project, may adversely affect our
cash flow; (vii) revenue recognised by our Group may be subsequently reversed, which would adversely
affect our financial performance; (viii) our insurance policies may not fully cover all potential losses,
damages or liabilities arising from our business operations (including but not limited to inferior quality
of our works or our subcontractors’ works leading to the partial or full loss of our retention monies,
performance bonds and/or performance guarantee) or properties and our insurance premium may
increase from time to time.
Please refer to the section headed “Risk Factors” for further details. Prospective investors should
read the entire section before deciding to invest in the Offer Shares.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
In July 2025, we were awarded one new project with a contract sum of approximately RM111.2
million. As at the Latest Practicable Date, there were five potential projects which our Group
tendered/submitted quotation for but the outcome of which remained pending. Our Directors estimate
that the total aggregate contract value for these five potential projects under consideration is
approximately RM1.6 billion.
Prospective investors should also be informed that the financial performance of our Group for
FY2025 is expected to be adversely affected by the estimated non-recurring Listing expenses mentioned
in the sub-section headed “Financial Information – Listing expenses”, and may not be comparable to the
financial performance of our Group in FY2023 and FY2024. We also expect a significant decrease in net
profit for FY2025 compared to FY2024 , which is mainly attributable to the combined effects of (i) the
expected absence of net reversal of impairment losses recognised for FY2025; and (ii) the Listing
expenses expected to be incurred for FY2025.
Our Directors confirmed that after the Track Record Period and up to the date of this prospectus,
(i) our business operations and business model had not experienced any material changes; (ii) there had
been no material adverse change in the market conditions or the industry and environment in which our
Group operates; (iii) there had been no material adverse change in the trading and financial position or
prospects of our Group; and (iv) no event had occurred that would materially and adversely affect the
information shown in the Accountants’ Report set out in Appendix I to this prospectus.
SUMMARY
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In this document, unless the context other requires, the following terms shall have the meanings
set out below. Certain technical terms are explained in the section headed “Glossary of Technical
Terms” in this prospectus.
“6M2024” the six months ended 30 June 2024
“6M2025” the six months ended 30 June 2025
“affiliate(s)” with respect to any specified person, any other person, directly
or indirectly, controlling or controlled by or under direct or
indirect common control with such specified person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the amended and restated articles of association of our
Company, adopted on 16 December 2025 and effective from
the Listing Date, a summary of which is set forth in the section
headed “Summary of the Constitution of the Company and
Cayman Islands Company Law” in Appendix IV to this
prospectus, or where the context requires, as amended from
time to time
“associate(s)” has the meaning ascribed thereto under the GEM Listing Rules
“BBSB (HK)” BBSB (HK) Pte Ltd, a company incorporated in the BVI on 6
June 2025 with limited liability and a direct wholly-owned
subsidiary of our Company
“BBSB Holdings” BBSB Holdings Sdn. Bhd. (formerly known as Precast
Engineering Sdn. Bhd. and Bridgex Bina Sdn. Bhd.), a private
company limited by shares incorporated in Malaysia on 16
January 2001, and an indirect wholly-owned subsidiary of our
Company
“BBSB Overseas” BBSB Overseas Private Ltd, a company incorporated in the
BVI on 27 May 2025 with limited liability and is owned as to
70% and 30% by Datuk Tan and Datin Pan, respectively, and is
one of our Controlling Shareholders
“Board” our board of Directors
“Bridgex” Bridgex Sdn. Bhd. (formerly known as Layar Inovatif (M)
Sdn. Bhd.), a private company limited by shares incorporated
in Malaysia on 8 April 1993; as at the Latest Practicable Date,
Bridgex and its shareholders were Independent Third Parties
DEFINITIONS
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“business day(s)” any day(s) (other than a Saturday, Sunday or public holiday)
on which licensed banks in Hong Kong are normally open for
business
“BVI” British Virgin Islands
“Capital Market Intermediaries” or
“CMI(s)”
the capital market intermediaries as named in the section
headed “Directors and Parties Involved in the Share Offer” of
this prospectus
“Capitalisation Issue” the allotment and issue of 374,999,999 Shares to be made upon
capitalisation of certain sums standing to the credit of our
share premium account as referred to in the paragraphs headed
“Statutory and General Information – A. Further information
about our Company – 3. Written resolutions of our sole
Shareholder” in Appendix V to this prospectus
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“CIC” China Insights Industry Consultancy Limited, a market data
research and consulting company and an independent third
party of our Group
“CIC Report” a market research report commissioned by us and prepared by
CIC on the overview of the industry in which we operate, as
referred to in the section headed “Industry Overview” of this
prospectus and elsewhere in this prospectus
“close associate(s)” has the meaning ascribed thereto under the GEM Listing Rules
“Co-Managers” the co-managers as named in the section headed “Directors
and Parties Involved in the Share Offer” of this prospectus
“Companies Act” or “Cayman
Companies Act”
the Companies Act (As Revised) of the Cayman Islands, as
amended, supplemented or otherwise modified from time to
time
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified from
time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to
time
DEFINITIONS
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“Company”, “the Company” or “our
Company”
BBSB International Limited, an exempted company
incorporated in the Cayman Islands with limited liability on 30
May 2025
“connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the GEM Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed to it under the GEM Listing Rules,
and unless the context otherwise requires, refers to Datuk Tan,
Datin Pan and BBSB Overseas as at the date of this prospectus
“core connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules
“Corporate Governance Code” the Corporate Governance Code as set out in Appendix C1 to
the GEM Listing Rules
“Datin Pan” Pan Shao-Ping, a Controlling Shareholder, the spouse of Datuk
Tan and the mother of each of Mr. Andy Tan and Ms. Tan Xin
Yi
“Datuk Tan” Tan Chin Nyan, a Controlling Shareholder, an executive
Director, the spouse of Datin Pan and the father of each of Mr.
Andy Tan and Ms. Tan Xin Yi
“Deed of Indemnity” the deed of indemnity dated 24 December 2025 and entered
into by our Controlling Shareholders in favour of our
Company, the particulars of which are set out in the
paragraphs headed “Statutory and General Information – E.
Other information – 1. Tax and other indemnities” in Appendix
V to this prospectus
“Designated Bank” a bank that has been registered as a designated bank with
HKSCC to perform EIPO services
“Director(s)” the director(s) of our Company
“East Malaysia” the States of Sabah and Sarawak and the Federal Territory of
Labuan
“ESG” environmental, social and governance
“eWhite Form ” the application for the Public Offer Shares to be issued in the
applicant’s own name by submitting applications online
through the designated website of the eWhite Form Service
Provider at www.ewhiteform.com.hk
DEFINITIONS
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“eWhite Form Service Provider” the eWhite Form Service Provider designated by our
Company as specified on the designated website at
www.ewhiteform.com.hk
“Extreme Conditions” the occurrence of “extreme conditions” as announced by any
government authority of Hong Kong due to serious disruption
of public transport services, extensive flooding, major
landslides, large-scale power outage or any other adverse
conditions before Typhoon Signal No. 8 or above is replaced
with Typhoon Signal No. 3 or below
“FINI” “Fast Interface for New Issuance”, an online platform operated
by HKSCC that is mandatory for admission to trading and,
where applicable, the collection and processing of specified
information on subscription in and settlement for all new
listings
“FY2023” the financial year ended 31 December 2023
“FY2024” the financial year ended 31 December 2024
“FY2025” the financial year ended 31 December 2025
“GEM” GEM of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM of the
Stock Exchange, as amended, supplemented or otherwise
modified from time to time
“General Rules of HKSCC” the General Rules of HKSCC and as may be amended,
supplemented or otherwise modified from time to time and
where the context so permits, shall include the HKSCC
Operational Procedures
“Group”, “our Group”, “we”, “our” or
“us”
our Company and its subsidiaries at the relevant time or, where
the context refers to any time prior to our Company becoming
the holding company of our present subsidiaries, such
subsidiaries and the business carried on by such subsidiaries or
(as the case maybe) our predecessors, and “we”, “our” or “us”
shall be construed accordingly
“Guide for New Listing Applicants” the Guide for New Listing Applicants issued by the Stock
Exchange, as amended, supplemented or otherwise modified
from time to time
“HKSCC” Hong Kong Securities Clearing Company Limited
DEFINITIONS
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“HKSCC EIPO channel” the application for the Public Offer Shares to be issued in the
name of HKSCC Nominees and deposited directly into CCASS
to be credited to your designated HKSCC Participant’s stock
account through causing HKSCC Nominees to apply on your
behalf, including by instructing your broker or custodian who
is a HKSCC Participant to submit an EIPO application on your
behalf through FINI in accordance with your instruction
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the
practices, procedures and administrative or other requirements
relating to HKSCC’s services and the operations and functions
of CCASS, FINI or any other platform, facility or system
established, operated and/or otherwise provided by or through
HKSCC, as from time to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Share Registrar” Boardroom Share Registrars (HK) Limited, our Hong Kong
branch share registrar and transfer office
“Independent Third Party(ies)” an entity or person who, as far as our Directors are aware after
having made all reasonable enquiries, is not a connected
person of our Company or an associate of any such person
within the meanings ascribed thereto under the GEM Listing
Rules
“Joint Bookrunners” the joint bookrunners as named in the section headed
“Directors and Parties Involved in the Share Offer” of this
prospectus
“Joint Lead Managers” the joint lead managers as named in the section headed
“Directors and Parties Involved in the Share Offer” of this
prospectus
“Latest Practicable Date” 21 December 2025, being the latest practicable date prior to
the printing of this prospectus for ascertaining certain
information in this prospectus
“Listing” the Listing of our Shares on GEM
DEFINITIONS
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--- page 30 ---
“Listing Date” the date, expected to be on or around Tuesday, 13 January
2026, on which our Shares are first listed and from which
dealings in our Shares commence on GEM
“Malaysia Legal Advisers” David Lai & Tan, the legal advisers to our Company as to
Malaysia law
“Memorandum” or “Memorandum of
Association”
the amended and restated memorandum of association of our
Company adopted on 16 December 2025 and effective from
the Listing Date or where the context requires, as amended,
supplemented or otherwise modified from time to time
“Mr. Andy Tan” Tan Tze Tung, an executive Director and the son of Datuk Tan
and Datin Pan
“Offer Price” the final offer price per Offer Share (exclusive of brokerage of
1.0%, SFC transaction levy of 0.0027%, AFRC transaction
levy of 0.00015% and the Stock Exchange trading fee of
0.00565%) of no more than HK$0.70 and expected to be not
less than HK$0.60, at which the Offer Shares are to be
subscribed for and issued pursuant to the Share Offer, to be
determined in the manner as further described in the
sub-section headed “Structure and Conditions of the Share
Offer – Price determination of the Share Offer” in this
prospectus
“Offer Share(s)” the Public Offer Share(s) and the Placing Share(s) together
with, where relevant, any additional Share(s) which may be
issued by our Company pursuant to the exercise of the Offer
Size Adjustment Option
“Offer Size Adjustment Option” the option expected to be granted by our Company to the
Placing Underwriters, exercisable by the Sole Overall
Coordinator (for itself and on behalf of the Placing
Underwriters) pursuant to the Placing Underwriting
Agreement, pursuant to which our Company may be required
to allot and issue up to an aggregate of 18,748,000 additional
Offer Shares, representing approximately 15% of the Offer
Shares initially being offered under the Share Offer, at the
Offer Price to cover over-allocations (if any) in the Placing, as
described in the section headed “Structure and Conditions of
the Share Offer” in this prospectus
DEFINITIONS
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“Placing” the conditional placing of the Placing Shares by the Placing
Underwriter(s) on behalf of our Company for cash at the Offer
Price with professional, institutional and/or other investors in
Hong Kong as further described in the section headed
“Structure and Conditions of the Share Offer” in this
prospectus
“Placing Shares” the 112,500,000 new Shares being initially offered by our
Company for subscription at the Offer Price under the Placing,
subject to re-allocation and the Offer Size Adjustment Option
as described in the section headed “Structure and Conditions
of the Share Offer” in this prospectus
“Placing Underwriters” the underwriters of the Placing who are expected to enter into
the Placing Underwriting Agreement
“Placing Underwriting Agreement” the underwriting agreement relating to the Placing, which is
expected to be entered into by, among others, our Company,
our Controlling Shareholders, our executive Directors, the
Sole Sponsor, the Sole Overall Coordinator and the Placing
Underwriters on or around the Price Determination Date, as
further described in the sub-section headed “Underwriting –
The Placing” in this prospectus
“PRC” the People’s Republic of China and, except where the context
otherwise requires and for the purpose of this prospectus only,
does not include Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
“Price Determination Agreement” the agreement expected to be entered into between our
Company and the Sole Overall Coordinator (for itself and on
behalf of the Underwriters) on or before the Price
Determination Date to record and fix the Offer Price
“Price Determination Date” the date, expected to be on or around Friday, 9 January 2026
but in any event not later than 12:00 noon on Friday, 9 January
2026 unless otherwise announced, on which the Offer Price is
to be determined by our Company and the Sole Overall
Coordinator (for itself and on behalf of the Underwriters) for
the purpose of the Share Offer
“Property V aluation Report” the property valuation report in relation to the property interest
of our Group in respect of our property situated at No. 5, Jalan
Tropika Melawati 2, Taman Tropika Melawati, 53100 Hulu
Kelang, Selangor, Malaysia issued by CBRE WTW V aluation
& Advisory Sdn Bhd, an independent valuer, the text of which
is set forth in Appendix III to this prospectus
DEFINITIONS
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--- page 32 ---
“Public Offer” the offer of the Public Offer Shares for subscription by the
members of public in Hong Kong for cash at the Offer Price
(plus brokerage of 1.0%, SFC transaction levy of 0.0027%, the
AFRC transaction levy of 0.00015% and the Stock Exchange
trading fee of 0.00565%), on and subject to the terms and
conditions as further described in the section headed
“Structure and Conditions of the Share Offer” in this
prospectus
“Public Offer Shares” the 12,500,000 new Shares being initially offered by our
Company for subscription under the Public Offer at the Offer
Price, subject to re-allocation as described in the section
headed “Structure and Conditions of the Share Offer” in this
prospectus
“Public Offer Underwriters” the underwriters of the Public Offer whose names are set out in
the sub-section headed “Underwriting – Public Offer
Underwriters” in this prospectus
“Public Offer Underwriting
Agreement”
the underwriting agreement dated 30 December 2025 relating
to the Public Offer entered into by our Company, our
Controlling Shareholders, our executive Directors, the Sole
Sponsor, the Sole Overall Coordinator and the Public Offer
Underwriters, particulars of which are summarised in the
section headed “Underwriting” in this prospectus
“Reorganisation” the reorganisation arrangements undertaken by our Group in
preparation for the Listing, which are described in more
details in the section headed “History, Reorganisation and
Corporate Structure” in this prospectus
“Repurchase Mandate” the general unconditional mandate to repurchase Shares given
to our Directors by our Shareholders, particulars of which are
set forth in the paragraphs headed “Statutory and General
Information – A. Further information about our Company – 3.
Written resolutions of our sole Shareholder” in Appendix V to
this prospectus
“RM” or “Malaysian ringgit” Malaysian ringgit, the lawful currency of Malaysia
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong), as amended, supplemented or otherwise
modified from time to time
DEFINITIONS
–2 2–


--- page 33 ---
“Share(s)” ordinary share(s) in the share capital of our Company with a
nominal value of HK$0.01 each
“Share Offer” the Public Offer and the Placing
“Share Option Scheme” the share option scheme of our Company conditionally
adopted on 16 December 2025, the principal terms of which
are summarised in the sub-section headed “Statutory and
General Information – D. Share Option Scheme” in Appendix
V to this prospectus
“Shareholder(s)” holder(s) of Share(s)
“Sole Overall Coordinator” Lego Securities Limited
“Sole Sponsor” Lego Corporate Finance Limited, a licensed corporation to
carry on type 6 (advising on corporate finance) regulated
activity under the SFO, being the sole sponsor of the Share
Offer
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed thereto under the GEM Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the GEM Listing Rules
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs, as
amended, supplemented or otherwise modified from time to
time
“Track Record Period” the period comprising the two financial years ended 31
December 2024 and the six months ended 30 June 2025
“Underwriters” the Placing Underwriters and the Public Offer Underwriters
“Underwriting Agreements” the Placing Underwriting Agreement and the Public Offer
Underwriting Agreement
“US$” or “USD” United States dollars, the lawful currency of the United States
“U.S.” or “United States” the United States of America
“U.S. Securities Act” the United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time, and the
rules and regulations promulgated thereunder
“%” per cent.
DEFINITIONS
–2 3–


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In this prospectus, unless the context otherwise requires, the terms “associate”, “close
associate”, “connected person”, “connected transaction”, “core connected person”, “subsidiary” and
“substantial shareholder” shall have the meanings given to such terms in the GEM Listing Rules.
Unless otherwise specified, all references to any shareholdings in our Company do not take into
account any Shares which may be issued and allotted upon the exercise of any options which may be
granted under the Share Option Scheme.
If there is any inconsistency between the English version of this prospectus and the Chinese
translation of this prospectus, the English version of this prospectus shall prevail.
DEFINITIONS
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--- page 35 ---
This glossary contains explanations of certain terms used in this prospectus. These terms and
their meanings may or may not correspond to standard industry meanings or usage of these terms.
“bridge” a structure that provides passage over an obstacle(s), built
either at ground level or elevated above it or obstacle,
depending on terrain and functional needs
“CAGR” compound annual growth rate
“CIDB” the Construction Industry Development Board of Malaysia
“GDP” gross domestic product
“girder bridge” a girder bridge is a structural bridge type comprising
load-bearing components, such as I-beams, T-beams and box
girders, which support and transfer loading from above
“government-linked company” a company where the Malaysian government has a direct or
indirect controlling stake
“ISO” the International Organisation for Standardisation, a
non-government organisation based in Geneva, Switzerland,
for assessing the quality systems of business organisations
“ISO 9001” an internationally recognised standard set by ISO for quality
management, which helps organisations of all sizes and sectors
to improve their performance, meet customer expectations and
demonstrate their commitment to quality. It prescribes
requirements for how to establish, implement, maintain, and
continually improve a quality management system
“IT” information technology
“SPKK” a certificate issued by the CIDB known as the Sijil Perolehan
Kerja Kerajaan or the Certificate of Government Procurement
Works whereby construction companies which hold the
certificate are able to participate in any government projects,
based on their eligibility and qualification
“STB” Bumiputera Work Contractor Status Certificate or “sijil taraf
bumiputera kontraktor kerja”
GLOSSARY OF TECHNICAL TERMS
–2 5–


--- page 36 ---
“SUKE Highway” the Sungai Besi-Ulu Klang Elevated Expressway, which begins
in Selangor and ends at Kuala Lumpur
“variation orders” additional works, cancellations or changes requested by the
customer to specifications not included in the original contract
“West Malaysia” or “Peninsular
Malaysia”
the States of Johor, Kedah, Kelantan, Malacca, Negeri
Sembilan, Pahang, Penang, Perak, Perlis, Selangor and
Terengganu and the Federal Territories of Kuala Lumpur and
Putrajaya
GLOSSARY OF TECHNICAL TERMS
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--- page 37 ---
This prospectus contains, and the documents incorporated by reference herein may contain,
forward-looking statements representing our goals, belief, expectations or intentions for the future, and
actual results or outcomes may differ materially from those expressed or implied. Such forward-looking
statements are subject to certain risks, uncertainties and assumptions. Forward-looking statements
typically can be identified by the use of words such as “aim”, “anticipate”, “believe”, “can”, “consider”,
“continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “ought to”, “plan”,
“potential”, “project”, “propose”, “seek”, “should”, “will”, “would” and other similar terms. Even
though these statements have been made by our Directors after due and careful consideration and on
bases and assumptions fair and reasonable at the time, they nevertheless involve known and unknown
risks, uncertainties and other factors which may cause our Company’s actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements.
These forward-looking statements include, but are not limited to, statements relating to:
• our business and operating strategies and the various measures we use to implement such
strategies;
• our dividend distribution plans;
• our planned use of proceeds;
• our operations, business and financial prospects, including development plans for our
business and future cashflows;
• our capital commitment plans;
• our future debt levels and capital needs;
• the future developments and competitive environment of the industry and markets in which
we operate;
• the regulatory environment as well as the general industry outlook for the industry in which
we operate;
• relationships with parties we contract and collaborate with to conduct our business;
• risks identified under the section headed “Risk Factors” in this prospectus;
• general economic trends; and
• other statements in this prospectus that are not historical facts.
Such statements reflect the current views of our management with respect to future events and are
subject to certain risks, uncertainties and assumptions, including the risk factors described in this
prospectus. Please refer to the sections headed “Risk Factors”, “Business” and “Financial Information”
in this prospectus for more details.
FORW ARD-LOOKING STA TEMENTS
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--- page 38 ---
Should one or more of these risks or uncertainties materialise, or should the underlying
assumptions prove to be incorrect, our financial condition may be adversely affected and may vary
materially from the goals we have expressed or implied in these forward-looking statements. Since we
operate in an evolving environment where new risks and uncertainties may emerge from time to time,
you should not rely upon forward-looking statements as predictions of future events.
Except as required by applicable laws and regulations, including the GEM Listing Rules, we
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Accordingly, investors should not place undue reliance
on any forward-looking statements.
In this prospectus, statements of or references to the intentions of our Company or those of any of
our Directors are made as at the date of this prospectus. Any such intentions may change in light of
future developments.
FORW ARD-LOOKING STA TEMENTS
–2 8–


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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors collectively and individually accept full responsibility,
including particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the
Laws of Hong Kong) and the GEM Listing Rules for the purpose of giving information to the public
with regard to our Group. Our Directors, having made all reasonable enquiries, confirm that to the best
of their knowledge and belief, the information contained in this prospectus is accurate and complete in
all material respects and is not misleading or deceptive, and there are no other matters the omissions of
which would make any statement herein or this prospectus misleading, and all opinions expressed in
this prospectus have been arrived at after due and careful considerations, and are founded on bases and
assumptions that are fair and reasonable.
INFORMATION ON THE SHARE OFFER
This prospectus is published solely in connection with the Public Offer, which forms part of the
Share Offer. For applicants in the Public Offer, this prospectus sets out the terms and conditions of the
Public Offer.
The Offer Shares are offered solely on the basis of the information contained and representations
made in this prospectus and on the terms and subject to the conditions set forth herein and therein. No
person is authorised to give any information in connection with the Share Offer or to make any
representation not contained in this prospectus, and any information or representation not contained
herein and therein must not be relied upon as having been authorised by our Company, the Sole Sponsor,
the Sole Overall Coordinator, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead
Managers, the Co-Managers, the Underwriters, any of our or their respective affiliates or any of our or
their respective directors, officers, agents, employees, representatives or advisors or any other party
involved in the Share Offer.
Neither the delivery of this prospectus nor any offering, sale or delivery made in connection with
our Shares shall, under any circumstances, constitute a representation that there has been no change or
development reasonably likely to involve a change in our affairs since the date of this prospectus or
imply that the information contained in this prospectus is correct as of any date subsequent to the date
of this prospectus.
Details of the structure and conditions of the Share Offer, including its conditions, are set out in
the section headed “Structure and Conditions of the Share Offer” in this prospectus, and the procedures
for applying for the Public Offer Shares are set out in the section headed “How to Apply for Public
Offer Shares” in this prospectus.
INFORMA TION ABOUT THIS PROSPECTUS AND THIS SHARE OFFER
–2 9–


--- page 40 ---
UNDERWRITING
The Listing of our Shares on the Stock Exchange is sponsored by the Sole Sponsor. The Public
Offer is fully underwritten by the Public Offer Underwriters subject to the terms and conditions of the
Public Offer Underwriting Agreement. The Placing is expected to be fully underwritten by the Placing
Underwriters subject to the terms and conditions of the Placing Underwriting Agreement. The Share
Offer is managed by the Sole Overall Coordinator. Further information regarding the Underwriters and
the underwriting arrangements are set out in the section headed “Underwriting” in this prospectus.
If, for any reason, the Offer Price is not agreed between our Company and the Sole Overall
Coordinator (for itself and on behalf of the Underwriters) by the Price Determination Date, the Share
Offer will not proceed and will lapse. For further information about the Underwriters and the
underwriting arrangements, please see the section headed “Underwriting” in this prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Public Offer Shares under the Public Offer will be required to confirm,
or be deemed by his acquisition of the Public Offer Shares to have confirmed, that he is aware of the
restrictions on offers of the Offer Shares described in this prospectus and that he is not acquiring, and
has not been offered, any Offer Shares in circumstances that contravene any such restrictions.
Prospective applicants for the Offer Shares should consult their financial advisers and seek legal
advice, as appropriate, to inform themselves of, and to observe, all applicable laws, rules and
regulations of any relevant jurisdiction. Prospective applicants for the Offer Shares should also inform
themselves as to any relevant legal requirements and any applicable exchange control regulations and
applicable taxes in the countries of their respective citizenship, residence or domicile.
No action has been taken to permit an offering of the Offer Shares or the distribution of this
prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation to the following,
this prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in any
jurisdiction or in any circumstances in which such an offer or invitation is not authorised or to any
person to whom it is unlawful to make such an offer or invitation. The distribution of this prospectus
and the offering of the Public Offer Shares in other jurisdictions are subject to restrictions and may not
be made except as permitted under the applicable securities laws of such jurisdiction and pursuant to
registration with or authorisation by the relevant securities regulatory authorities or an exemption
therefrom.
INFORMA TION ABOUT THIS PROSPECTUS AND THIS SHARE OFFER
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APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for granting of the listing of, and permission to deal in, the
Shares in issue and to be issued pursuant to the Share Offer (including the additional Shares which may
be issued pursuant to the exercise of the Offer Size Adjustment Option) and Shares which may be issued
pursuant to the exercise of the options that may be granted under the Share Option Scheme.
No part of our share or loan capital is listed on or dealt in on any other stock exchange and no such
listing or permission to list is being or proposed to be sought in the near future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
any allotment made in respect of any application will be invalid if the listing of, and the permission to
deal in, the Offer Shares on the Stock Exchange is refused before the expiration of three weeks from the
date of the closing of the application lists, or such longer period (not exceeding six weeks) as may,
within the said three weeks, be notified to our Company by the Stock Exchange.
COMMENCEMENT OF DEALINGS IN THE SHARES
Assuming that the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on
Tuesday, 13 January 2026, it is expected that dealings in our Shares on the Stock Exchange will
commence at 9:00 a.m. on Tuesday, 13 January 2026. Our Shares will be traded in board lots of 4,000
Shares each. The stock code of the Shares will be 8610.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Share Offer are recommended to consult their professional advisors if
they are in any doubt as to the taxation implications of subscribing for, purchasing, holding or disposing
of, or dealing in, our Shares or exercising any rights attaching to our Shares. We emphasise that none of
our Company, the Sole Sponsor, the Sole Overall Coordinator, the Capital Market Intermediaries, the
Joint Bookrunners, the Joint Lead Managers, the Co-Managers, the Underwriters, any of our or their
respective affiliates or any of our or their respective directors, officers, employees, advisers, agents or
representatives or any other person involved in the Share Offer accepts responsibility for any tax effects
on, or liabilities of, any person resulting from the subscription for, purchasing, holding or disposing of,
or dealing in, our Shares or exercising of any rights attaching to our Shares.
REGISTER OF MEMBERS AND HONG KONG STAMP DUTY
Our principal register of members will be maintained by our Cayman Islands share registrar,
Appleby Global Services (Cayman) Limited, in the Cayman Islands and our Hong Kong register of
members will be maintained by our Hong Kong Share Registrar, Boardroom Share Registrars (HK)
Limited, in Hong Kong. All Offer Shares will be registered on our Company’s Hong Kong register of
members in Hong Kong. Dealings in our Shares registered on our Hong Kong register of members will
be subject to Hong Kong stamp duty.
INFORMA TION ABOUT THIS PROSPECTUS AND THIS SHARE OFFER
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SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, our Shares on the Stock
Exchange and we comply with the stock admission requirements of HKSCC, our Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect
from the Listing Date or any other date as determined by HKSCC.
Settlement of transactions between participants of the Stock Exchange is required to take place in
CCASS on the second business day after any trading day. All activities under CCASS are subject to the
General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. Investors
should seek the advice of their stockbroker or other professional advisors for details of the settlement
arrangements as such arrangements may affect their rights and interests. All necessary arrangements
have been made to enable the Shares to be admitted into CCASS.
OFFER SIZE ADJUSTMENT OPTION
For details of the Offer Size Adjustment Option, please refer to the section headed “Structure and
Conditions of the Share Offer” in this prospectus.
PROCEDURES FOR APPLICATION FOR OFFER SHARES
The procedures for applying for the Public Offer Shares are set out in the section headed “How to
Apply for Public Offer Shares” in this prospectus.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
Details of the structure and conditions of the Share Offer are set out in the section headed
“Structure and Conditions of the Share Offer” in this prospectus.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations of certain RM amounts into
Hong Kong dollars at specified rates. Y ou should not construe these translations as representations that
the RM amounts could actually be, or have been, converted into Hong Kong dollar amounts (as
applicable) at the rates indicated or at all. Unless we indicate otherwise, the translations of RM amounts
into Hong Kong dollars have been made at the rate of RM0.54 to HK$1.00.
No representation is made that the amounts denominated in one currency could actually be
converted into the amounts denominated in another currency at the rates indicated or at all.
INFORMA TION ABOUT THIS PROSPECTUS AND THIS SHARE OFFER
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ROUNDINGS
Certain amounts and percentage figures, including share ownership and operating data in this
prospectus, may have been subject to rounding adjustments, or have been rounded to one to three
decimal place(s). In this prospectus, where information is presented in thousands or millions, amounts
of less than one thousand or one million, as the case may be, have been rounded to the nearest hundred
or hundred thousand, respectively, unless otherwise indicated or the context requires otherwise.
Amounts presented as percentages have been rounded to the nearest tenth of a percent, unless otherwise
indicated or the context requires otherwise. Accordingly, figures shown as totals in certain tables may
not be an arithmetic aggregation of the figures which precede them.
LANGUAGE
If there is any inconsistency between this prospectus and the Chinese translation of this
prospectus, this prospectus shall prevail. The translated English names of certain Chinese names,
entities, departments, facilities, certificates, titles, laws, regulations and the like are translations of their
Chinese names and are included for identification purposes only. If there is any inconsistency, the
Chinese name prevails in such cases.
WEBSITE
The contents of any website mentioned in this prospectus do not form a part of this prospectus.
INFORMA TION ABOUT THIS PROSPECTUS AND THIS SHARE OFFER
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Prospective investors should consider carefully all of the information set forth in this
prospectus and, in particular , should consider the following risks and special considerations in
connection with an investment in our Company before making any investment decision in relation to
the Offer Shares. The occurrence of any of the following risks may have a material adverse effect on
the business, results of operations, financial condition and future prospects of our Group. This
prospectus contains certain forward-looking statements regarding our plans, objectives,
expectations, and intentions which involve risks and uncertainties. Our Group’s actual results could
differ materially from those discussed in this prospectus. Factors that could cause or contribute to
such differences include those discussed below as well as those discussed elsewhere in this
prospectus. The trading price of the Offer Shares could decline due to any of these risks and you may
lose all or part of your investment.
We believe that there are certain risks involved in our business and operations. These risks can be
classified into: (i) risks relating to our business; (ii) risks relating to our operations in Malaysia; (iii)
risks relating to the Share Offer and our Shares; and (iv) risks relating to the statements in this
prospectus.
RISKS RELATING TO OUR BUSINESS
We derived all our revenue during the Track Record Period from a limited number of projects
awarded by our major customers and any significant reduction in the number or scale of projects
awarded by these customers may materially and adversely affect our financial performance.
During the Track Record Period, all our revenue was derived from bridge engineering works and
flood mitigation works undertaken by our Group, all of which were owned or initiated by the federal
government or government-linked companies in Malaysia. These projects are typically large-scale and
capital-intensive, which constrain our capability to undertake multiple projects concurrently. Moreover,
these projects are generally awarded through a lengthy and competitive tendering or quotation process.
According to the CIC Report, given the capital-intensive and long-term nature of such projects, it is
standard industry practice for contractors to focus on a limited number of concurrent engagements, each
of which may contribute a material portion of annual revenue. As a result, our revenue was significantly
concentrated among a limited number of customers during the Track Record Period. Revenue from our
largest customer in each year/period during the Track Record Period accounted for approximately
51.1%, 49.1% and 62.4% of our total revenue for FY2023, FY2024 and 6M2025, respectively; and the
aggregate revenue contribution from our five largest customers for FY2023 and FY2024 and our four
largest customers for 6M2025 accounted for approximately 101.2%, 98.9% and 100.0% of our total
revenue for the respective years/period. The percentage for FY2023 exceeded 100% due to the reversal
of approximately RM2.1 million in revenue recognised prior to the Track Record Period. For more
information about our customer concentration, please refer to the paragraphs headed “Business –
Customers – Customer concentration”.
Our contracts for all bridge engineering works in transportation infrastructure engineering projects
or flood mitigation works are typically non-exclusive and entered into on a project-by-project basis. As
such, there is no assurance that we will be able to secure new projects or that our customers will
maintain their current level of business with us in the future. If, upon completion of the current projects,
there is a significant decrease in the number or scale of new projects in terms of contract sums awarded
by our major customers, and we are unable to obtain projects of a comparable scale as replacement from
other customers, our financial condition and operating results will be materially and adversely affected.
RISK FACTORS
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We rely heavily on the availability of transportation infrastructure engineering projects in
Malaysia and any reduction in such projects in Malaysia would materially and adversely affect
our operations and financial results
We have historically relied on and will continue to focus on the provision of bridge engineering
services for transportation infrastructure engineering projects in Malaysia, most of which are owned or
initiated by the government or government-linked companies in Malaysia. These projects are finite in
number and may be reduced if the government in Malaysia reduces its expenditure on infrastructure
developments. Of the seven projects undertaken by our Group during the Track Record Period and up to
the Latest Practicable Date, six were bridge engineering projects. Our revenue attributable to bridge
engineering works amounted to approximately RM74.6 million, RM123.2 million and RM73.1 million
for FY2023, FY2024 and 6M2025, respectively, representing approximately 97.2%, 92.6% and 98.9%
of our total revenue for the respective years/period.
According to the CIC Report, the nature, extent, timing and availability of transportation
infrastructure engineering projects in Malaysia is generally determined, by the interplay of a variety of
factors including, but not limited to, the government’s policies for enhancing the nation’s transportation
infrastructure development, Malaysia’s urbanisation process which would affect the demand for bridges
connecting cities and suburban areas, Malaysia’s topographical characteristics, the tourism sector’s
infrastructure needs and the advancement of bridge engineering techniques, etc. Any adverse change
affecting these factors may lead to a reduction in the number of available transportation infrastructure
engineering projects in Malaysia, which would, in turn materially and adversely affect our business,
financial condition and results of operations.
We need to maintain our competitiveness in the tendering or quotation process and any failure of
our Group to secure new contracts would affect our operations and financial results
During the Track Record Period and up to the Latest Practicable Date, our revenue was primarily
derived from contracts awarded through competitive tendering or quotation process, which are not
recurring in nature. Our tender and quotation success rate for FY2023, FY2024 and 6M2025 was
approximately 75%, nil and 33%, respectively. There is no assurance that (i) we will continue to be
invited to participate in or be informed of the tendering/quotation opportunities for new projects; (ii) the
terms and conditions of the new contracts will be comparable to those of our existing contracts; and (iii)
our tenders or quotations would be selected by our customers in the future. Our ability to maintain
competitiveness in the tendering or quotation process depends on multiple factors, including the quality
of our management, technical capabilities, financial strength, industry reputation, compliance with
applicable regulations, and the commercial terms we offer. Failure to maintain our competitiveness in
any of these areas, or failure to meet the qualification requirements imposed by our customers, may
result in the loss of future business opportunities.
If we are unable to secure new projects through tenders or quotations, or if the number and value
of such projects decline significantly, our business operations, revenue generation and overall financial
performance could be materially and adversely affected.
RISK FACTORS
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Our financial performance could be materially and adversely affected if there is any significant
error in estimating our project costs and progress
Our projects are awarded to us through a competitive tendering or quotation process, under which
we generally commit to fixed and pre-determined fees for the duration of the contract. In preparing a
tender or quotation, we estimate the project costs based on numerous factors, mainly including (i) the
anticipated quantity, type and costs of labour, construction materials and machinery required in the
potential project, whether or not such materials and machinery are to be provided by our subcontractors
with the associated cost and rental charges factored into the subcontracting fees; (ii) the estimated
subcontracting costs and whether such costs include the provision of construction materials and
machinery and equipment; (iii) the technical and structural complexity of the works involved and the
expected project duration; (iv) historical fees we received for similar projects; and (v) the prevailing
market conditions. There is no assurance that our tenders or quotations would not contain any mistake
or error, which may be due to inaccurate estimation or our inadvertence or oversight of key contractual
terms or errors or miscalculations of our project costs. If we submit a tender or quotation based on an
incorrect cost estimate, we may nonetheless be contractually obligated to perform the works at the
agreed price. This could result in a substantial financial loss and adversely affect our profit margins,
cash flow, and overall financial performance.
In addition, even if our estimates are prepared with due care, actual project costs may still exceed
our projections due to unforeseen circumstances such as delays in project progress, changes in scope,
subcontractors’ non-performance or underperformance, or cost inflation in labour, construction
materials or equipment. For instance, if a project progresses more slowly than anticipated, or if there is
any delay or extension in the project schedule caused by our customers or other contractors involved in
the same project, we may have to engage subcontractors and/or lease the required machinery for the
extended period, hence incurring higher subcontracting costs or machinery rental costs than estimated.
Any significant underestimation in the time and costs involved in a project may result in project delays
or cost overruns or both, which in turn may materially and adversely affect our financial condition,
profitability and liquidity.
While our Group did not experience any material cost overruns or progress delays due to our fault
in any of the projects undertaken by us during the Track Record Period and up to the Latest Practicable
Date, a hypothetical sensitivity analysis based on our financial results for FY2024 is as follows for
illustrative purposes. Assuming a uniform 10% increase in cost of sales across all projects undertaken in
FY2024 as a result of underestimation of project costs, our gross profit would have declined from
approximately RM25.7 million to RM14.9 million, with a corresponding reduction in gross profit
margin from approximately 19.3% to 11.2%.
We may be subject to claims if we fail to complete our projects on a reliable and timely basis,
which could adversely affect our reputation and financial performance
Our contracts with customers generally include provisions for liquidated damages in the event of
delays in project completion beyond the stipulated contractual timelines. Liquidated damages are
generally determined based on a fixed sum per day or a fixed proportion of the estimated cost of work
performed per day.
RISK FACTORS
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Project delays may occur due to various unforeseen factors, such as shortage of labour,
unfavorable weather conditions, delays caused by our subcontractors, equipment breakdowns, industrial
accidents, and delay in delivery of construction materials or machinery, etc. Even if delays are beyond
our direct control, we may still remain contractually liable to pay liquidated damages. Any delay in
project completion not only exposes us to liquidated damages which may affect our profitability, but
may also harm our reputation with both existing and prospective customers. Repeated or prolonged
delays could undermine customer confidence and weaken our competitive standing, especially in the
public sector where track record and reliability are essential for securing future contracts.
There is no assurance that our ongoing and future projects will be completed on time or that
claims for liquidated damages will not arise. Any such claims may adversely affect our financial
condition, profitability, and market reputation.
Our customers typically make progress payments and may require retention monies, performance
bonds or performance guarantee, which, together with insurance premiums payable by us,
necessitate adequate working capital and cash flow; and any significant mismatch in timing
between outgoing payment and receipt of payment from our customers, or failure by our
customers to release our retention monies, performance bonds and/or performance guarantee on
time and in full, which may occur due to, for instance, the inferior quality of our or our
subcontractors’ works in a project, may adversely affect our cash flow
Transportation infrastructure engineering projects and flood mitigation works commissioned by
the government or government-linked companies in Malaysia are typically large-scale and
capital-intensive. At the early stage of these projects, we often incur significant net cash outflows to
cover project upfront costs, such as subcontracting fees, direct procurement costs and administrative
costs.
Under standard contract terms, our customers generally make monthly payments to us only after
certification of work done. In addition, they are generally entitled to withhold retention monies from
such progress payments to us. During the Track Record Period, our customers generally retained 10% of
each progress payment as retention monies, subject to a cap of 5% of the total contract sum. Depending
on the contract terms, half of these retention monies are generally released to us after practical
completion of a project and the remaining half is normally released to us after the expiry of the defects
liability period or upon issuance of the certificate of making good defects. As at 31 December 2023, 31
December 2024 and 30 June 2025, our retention receivables amounting to approximately RM18.4
million, RM7.1 million and RM10.5 million, respectively, were retained by our customers as retention
monies. If our customers experience financial distress and are unable to settle their payments due to us
or release the retention monies to us in a timely manner or at all, our financial condition and results of
operation may be materially and adversely affected.
RISK FACTORS
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Furthermore, during the Track Record Period, we were required by our customer in one project to
procure a performance bond in favour of the project owner equivalent to 5% of the total contract sum
awarded by the project owner to the main contractor in the form of bank guarantee to secure due
performance and observance of our Group’s obligations under the relevant contract. To facilitate the
issuance of such performance bond, we are typically required to maintain pledged deposits with banks
as collateral, generally representing a certain percentage of the bond amount. As an alternative
arrangement, the customer in another project during the Track Record Period deducted and retained a
sum equivalent to 5% of each progress payment as performance guarantee. Depending on the terms of
the contract, the value of the performance bond or the amounts retained as performance guarantee are
generally released to us within 12 to 24 months after the expiry of the defects liability period. These
arrangements may place additional pressure on our working capital and cash flow.
Furthermore, we also incur expenses for insurance in connection with our business operation.
During the Track Record Period, our total insurance expenses amounted to approximately RM1.0
million, RM1.3 million and RM0.2 million, respectively.
Owing to the timing of these payments and expenses and the significant capital outlay required,
there may be a substantial mismatch between our cash inflows and outflows. This risk is heightened
when we are engaged in multiple large-scale projects concurrently, particularly during the early stages
when expenditure is the highest. If a substantial portion of our cash is tied up in retention monies and
performance bonds or performance guarantees and other expenses such as insurance premium, or we
experience delays in certification and receipt of payments or we are unable to recover our contract
assets, our working capital position and liquidity may be materially and adversely affected.
In addition, there can be no assurance that the retention monies withheld from the progress
payments to us, or the performance bonds and/or performance guarantee provided by us, will be
released by our customers on a timely basis and in full. This may occur due to, for instance, the inferior
quality of our or our subcontractors’ works in a project. Any failure by our customers to release the
retention monies, performance bonds and/or performance guarantee on time and in full may have an
adverse effect on our liquidity position.
Revenue recognised by our Group may be subsequently reversed, which would adversely affect
our financial performance
In certain circumstances, revenue recognised by our Group for works performed under a project
may subsequently be required to be reversed due to various reasons, such as where the relevant parties
decide not to proceed with the project. These reversals may arise even though the works have been
performed with the customer’s knowledge or approval, and notwithstanding that our Group has already
incurred corresponding costs. For instance, in FY2023, we reversed approximately RM2.1 million in
revenue which had been recognised prior to the Track Record Period. For further information, please
refer to the paragraphs headed “Business – Customers – Major customers” in this prospectus.
There is no assurance that similar revenue reversals will not occur in the future. Any such reversal
could adversely affect our financial condition, results of operations and profitability, particularly if the
amounts involved are material or if we are unable to recover costs already incurred.
RISK FACTORS
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Our insurance policies may not fully cover all potential losses, damages or liabilities arising from
our business operations (including but not limited to inferior quality of our works or our
subcontractors’ works leading to the partial or full loss of our retention monies, performance
bonds and/or performance guarantee) or properties and our insurance premium may increase
from time to time
While we have obtained insurance coverage consistent with the industry practice and typically
required by our customers to cover our business operations, certain types of losses are either not
insurable or cannot be insured on commercial terms acceptable to us, or at all. For example, risks such
as customer concentration, our ability to tender for new projects, availability and performance of our
subcontractors and our credit risk and liquidity risk, are generally not covered by insurance as they are
either not insurable or it is not cost-efficient to insure against such risks. In addition, our insurance
policies also may not cover all potential losses, damages or liabilities arising from our business
operations, including but not limited to inferior quality of our works or our subcontractors’ works
leading to the partial or full loss of our retention monies, performance bonds and/or performance
guarantee. Insurance policies covering losses of our properties from earthquakes, flooding, terrorism or
natural catastrophes are also either unavailable or cost prohibitive. We do not maintain any insurance on
defects liability and we may be exposed to claims arising for latent defects, issues that are not yet
apparent, in the works performed by us or our subcontractors. Any significant claim arising from latent
defects or failure in our services, our profitability may also be materially and adversely affected.
If we incur losses, damages or liabilities in the course of our business operations arising from
events for which we lack adequate or any insurance coverage, we may have to bear such costs ourselves.
In such case, our business operations and financial results may be adversely affected. Even where
relevant insurance policies are in place, our insurers may not fully compensate us for all potential
losses, damages or liabilities regarding our properties or business operations. In addition, we cannot
guarantee that we can renew our existing insurance policies on similar or other acceptable terms, or at
all. If we suffer from severe unexpected losses or losses that far exceed our policy limits, it could have a
material and adverse effect on our business, financial positions and prospects.
In addition, we cannot guarantee that the insurance premiums payable by us in relation to the
implementation of projects will not increase from time to time. During the Track Record Period, our
total insurance expenses amounted to approximately RM1.0 million, RM1.3 million and RM0.2 million,
respectively. Any further increases in insurance expenses or reductions in insurance coverage from time
to time may materially and adversely affect our business operations and financial results.
RISK FACTORS
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We are subject to credit risk in relation to the collectability of our contract assets and trade
receivables
We are exposed to credit risk in connection with the recoverability of our contract assets and trade
receivables. A contract asset represents our Group’s right to receive payments from customers for our
works performed that has been transferred to our customers but where such right to payment has not yet
become unconditional. Contract assets typically arise when our Group has performed our works under
the relevant contracts but the works have yet to be certified by the quantity surveyors or other
representatives appointed by our customers and/or our Group’s right to payment is still conditional on
factors other than passage of time. Once our right to payment becomes unconditional, the contract asset
is reclassified to trade receivables. Our Group recorded contract assets of approximately RM48.5
million, RM32.9 million and RM69.4 million as at 31 December 2023, 31 December 2024 and 30 June
2025, respectively.
There is no assurance that we will be able to bill and collect all or any part of the contract assets
for our services completed according to the payment terms of the contracts.
Furthermore, delays in certification, payment disputes, or any financial difficulties of our
customers could result in prolonged collection periods or even default. As at 31 December 2023, 31
December 2024 and 30 June 2025, we recorded trade receivables of approximately RM19.8 million,
RM37.1 million and RM4.8 million, respectively. If we are unable to collect a substantial portion of our
trade receivables in accordance with the payment terms or at all, our cash flows, working capital
position and overall financial position will be materially and adversely affected.
The actual value of our work done may be lower than the original contract sum due to variation
orders
The actual revenue we derive from a project may differ from the original contract sum specified in
the relevant contract due to variation orders issued by our customers during the course of project
execution. These variation orders may involve additions, cancellations, modifications, or other changes
to the initially agreed scope of work. Such adjustments can result in either an increase or a decrease in
the total value of the contract. In respect of the projects undertaken by us during the Track Record
Period and up to the Latest Practicable Date, (i) the total original contract sum or original internal
estimated contract sum amounted to approximately RM751.3 million; and (ii) the adjustment, variation
order or work instructions received on or before the Latest Practicable Date amounted to approximately
RM30.4 million. For further details of our variation orders, please refer to the paragraphs headed
“Business – Customers – Major terms of engagement” in this prospectus. As such, there is no assurance
that the final contract value, after incorporating the variation orders, would be sufficient to cover our
costs incurred or generate a reasonable profit margin. In particular, variation orders involving
cancellations or deferrals may significantly reduce the total contract value. Our financial condition may
be adversely affected by any downward adjustment in our contract sum as a result of variation orders.
Therefore, there is no assurance that our revenue and profit margin in the future will remain at a level
comparable to those recorded during the Track Record Period or that all of the outstanding contract sum
of our projects as at 30 June 2025 will subsequently turn into revenue of our Group after the Track
Record Period.
RISK FACTORS
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Shortage of labour may affect our projects and our performance
Generally, both of our bridge engineering works and flood mitigation works are labour intensive
and often require a large number of workers with diverse skills across various tasks. Although we
typically subcontract most of the labour-intensive tasks, we remain dependent on our subcontractors’
ability to supply sufficient qualified workers to meet project demands. During the Track Record Period,
our labour costs amounted to approximately RM8.4 million, RM9.5 million and RM5.6 million,
respectively, and our subcontracting costs (with the relevant costs of labour factored in) amounted to
approximately RM46.0 million, RM77.9 million and RM37.9 million, respectively. There is no
assurance that our subcontractors will consistently be able to supply adequate labour force and the
labour costs are in a reasonable range, especially when a number of projects are ongoing concurrently.
All labour intensive projects are more susceptible to labour shortage, and our subcontracting costs
including labour costs of our subcontractors may escalate. If there is a significant increase in the costs
of labour and we have to retain our own labour (likewise if our subcontractors have to retain their
labour) by increasing their wages, our staff costs and/or subcontracting costs will increase and thus
lower our profitability. A hypothetical sensitivity analysis based on our financial results for FY2024 is
as follows for illustrative purposes. Assuming a uniform 10% increase in subcontracting charges and
labour costs across all projects undertaken in FY2024 as a result of labour shortage, our profit before
income tax would have declined by approximately RM8.7 million. Conversely, if we or our
subcontractors fail to retain or recruit sufficient labour in a timely manner to cope with our existing or
future projects, we may not be able to complete our projects on time resulting in liquidated damages
and/or financial loss.
Our historical revenue, gross profit and profit margin may not be indicative of our future
performance
For FY2023, FY2024 and 6M2025, our revenue amounted to approximately RM76.8 million,
RM133.0 million and RM74.0 million, respectively, while our gross profit amounted to approximately
RM11.0 million, RM25.7 million and RM15.8 million, respectively with a gross profit margin of
approximately 14.3%, 19.3% and 21.4%, respectively. Nevertheless, our profitability fluctuated during
the Track Record Period. While we recorded a net loss of approximately RM14.5 million for FY2023,
we recorded a net profit of approximately RM26.2 million and RM3.2 million for FY2024 and 6M2025,
respectively.
Such trend of historical financial information of our Group is a mere analysis of our past
performance and does not have any positive implication on and may not necessarily reflect our financial
performance in the future. Our future performance will depend on, among other things, our ability to
secure new projects and to control our costs and will be subject to risk factors and uncertainties
including those set out in this section.
RISK FACTORS
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Our profit margin may fluctuate from project to project due to factors such as subcontracting
costs, sub-standard performance of our subcontractors, the accuracy of our project costs estimation, the
complexity and size of the project, machinery hiring costs (if applicable), prices of construction
materials and other necessary goods and services, our pricing strategy, the stage of the project, the
performance of rectification works and other unexpected conditions at the work sites. There is no
assurance that our profit margin in the future will remain at a level comparable to those recorded during
the Track Record Period. Our financial condition may be adversely affected by any decrease in our
profit margin.
We may be a party to legal proceedings from time to time and there is no assurance that such legal
proceedings will not have a material adverse impact on our business
We may be subject to claims, legal proceedings or disputes arising from our business activities.
These may include, among others, claims from our customers, suppliers, subcontractors, employees and
third parties, such as workers’ compensation claims and personal injury lawsuits resulting from work
place accidents.
There is no assurance that we will not become involved in any claims, legal proceedings or
disputes, nor can we assure you that any claims or legal proceedings brought against us will not result in
judgments or liabilities exceeding the scope or the limit of our insurance coverage. If we are unable to
defend against any such claims or legal proceedings, we may be required to pay substantial damages or
legal costs, which could materially and adversely affect our financial condition, results of operations
and liquidity.
Even if the claims are ultimately resolved in our favour, legal proceedings may require significant
management attention and resources, diverting focus from our core operations. Moreover, any publicity
associated with such litigation, regardless of the outcome, may adversely affect our corporate reputation
and damage our ability to win new projects.
Accordingly, any existing or future legal proceedings could materially and adversely impact our
business, prospects and financial performance.
Unsatisfactory performance or unavailability of subcontractors may materially and adversely
affect our operation and profitability
We generally engage subcontractors on a project-by-project basis to perform labour intensive tasks
and works requiring specific expertise, such as site surveying, soil tests, environmental works,
earthworks and geotechnical work where it would be cost prohibitive for us to maintain in-house
capabilities. Please refer to the sub-section headed “Business – Subcontractors” in this prospectus for
further details. For FY2023, FY2024 and 6M2025, our subcontracting costs amounted to approximately
RM46.0 million, RM77.9 million and RM37.9 million, respectively. Our ability to meet project
timelines and standards depends significantly on the availability and performance of qualified and
competent subcontractors. If we are unable to secure suitable subcontractors or negotiate acceptable
fees and terms of service with our subcontractors, our operations may be delayed or disrupted.
RISK FACTORS
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We are exposed to risks associated with our subcontractors’ non-performance, delays, substandard
performance, or failure to comply with applicable laws and regulations. As our subcontractors do not
have direct contractual relationship with our customers, we retain overall responsibility for the project.
Any deficiencies in our subcontractors’ performance could adversely and materially affect our
contractual obligations, project timelines and cost management.
Moreover, if a subcontractor violates health, safety or environmental regulations, and such
violations result in accidents, property damage or personal injury, we may be held liable by regulatory
authorities and third parties. Any such incident, regardless of its scale, could result in financial loss,
reputational harm or regulatory sanctions.
There is no assurance that our subcontractors will continue to perform to our expectations or that
we will always have access to a reliable pool of subcontractors. Any shortage of qualified and
competent subcontractors or deterioration in their performance could materially and adversely affect
our operations, profitability and financial condition.
We depend on our suppliers for construction materials and other supplies, and any shortage or
delay in supplies, or deterioration in their quality, could materially and adversely affect our
operations
Both our subcontractors and we depend on our suppliers for stable and timely delivery of
construction materials and other supplies which should meet the required specifications. While the
majority of our subcontractors are responsible for providing construction materials as well as the
necessary machinery and equipment with the associated costs and rental charges factored into the
subcontracting fees, we incurred approximately RM5.7 million, RM15.5 million and RM12.9 million in
construction materials and supplies costs in FY2023, FY2024 and 6M2025, respectively, representing
approximately 8.7%, 14.4% and 22.1% of our total cost of services for the respective years/period. If
there is a shortage or significant delay in delivery of construction materials by suppliers, or if the
delivered materials fail to comply with our customers’ specifications, both our subcontractors and we
may fail to complete our projects on time or at all. There is no guarantee that both our subcontractors or
we would be able to identify suitable alternative sources of supply with acceptable quality and price.
There is no guarantee that suitable alternatives offering comparable quality and pricing will always be
readily available. Even if such alternatives are found, similar risks of delays, cost increases, or quality
concerns may persist.
If we are unable to secure timely and sufficient supply of construction materials and other supplies
at acceptable costs and quality, our project progress, operational efficiency, and financial results could
be materially and adversely affected.
RISK FACTORS
–4 3–


--- page 54 ---
Bribery or other corrupt acts by our customers, subcontractors, suppliers or other business
partners could adversely affect our business
Bribery, kickbacks or other corrupt practices by our customers, subcontractors, suppliers or other
business partners could expose our Group to significant legal, regulatory and reputational risk and
adversely affect our business. Although we strive to prevent improper conducts, we cannot fully control
third-party actions, and there can be no assurance that third parties will not engage in conducts that are
improper or unlawful.
If such conducts occur in connection with work performed for, or business conducted with, our
Group, we may be subject to investigations, enforcement actions, litigation, contractual claims, fines,
penalties, remediation costs and significant management time and expenses, even where we did not
authorise or have knowledge of the conducts. We may also be required to suspend or terminate
relationships with implicated parties, which could disrupt operations, delay projects, increase costs, or
impair our ability to meet customer commitments. Additionally, bribery-related issues involving
customers may delay project schedule, lead to project termination, and harm our reputation, any of
which could materially adversely affect our results of operations and financial condition.
We are subject to underground condition risk in excavation works associated with site formation
works, being one of the major procedures for execution of transportation infrastructure
engineering projects
Site formation works such as general site clearance, excavation to design formations, preparation
of construction sites for foundation works, substructure construction and/or superstructure
constructions and other ancillary works (including drainage and landscaping) are one of the major
procedures for execution of transportation infrastructure engineering projects.
Despite our commitment to safety, underground condition risks are inherently present in site
formation activities. It is not uncommon for unfavourable underground conditions to be discovered only
after excavation has commenced. Such conditions may require additional remedial works, which could
increase project costs and lead to delays.
There is also a risk of accidental damage to existing underground utilities, such as water mains,
gas pipelines, or electrical and communication cables, which may not have been accurately mapped or
may be concealed. Such incidents could result in service disruptions, repair obligations and potential
third-party liabilities.
Moreover, adverse underground conditions can increase the risk of accidents, including personal
injury or fatalities. In certain cases, we may be solely responsible for the associated costs if contractual
provisions do not allow for adjustments to the contract sum to account for such unforeseen conditions.
Any substantial increase in time or costs due to underground condition risk may adversely affect
our profitability and cash flow and could also harm our reputation if we are unable to meet project
deadlines.
RISK FACTORS
–4 4–


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We rely on our key management personnel and skilled and qualified employees and their
departure could adversely affect our operations and financial results
Our Directors believe that the success of our business has been, and will continue to be, heavily
dependent on the contribution and continuing service of Datuk Tan, our chairman of the Board and Mr.
Andy Tan and Ms. Tan Xin Yi, our executive Directors. Our executive Directors and other members of
our senior management are supported by our skilled and qualified employees and consultants. It is
important to identify, hire, train and retain appropriate and suitable personnel with necessary industry
expertise to serve our Group. Our Directors and members of senior management including, in particular,
our executive Directors are important to us. Details of their expertise and experience are set out in the
section headed “Directors, Senior Management and Employees” of this prospectus. If any of our
executive Directors or members of our senior management is unable or unwilling to continue in their
positions and appropriate persons could not be found to replace them in a timely manner, there could be
an adverse impact on our operations and financial results.
We are subject to health, safety and environmental liability
Our business is subject to a wide range of health, safety and environmental regulations and
guidelines issued by the Malaysian government, which apply to all aspects of our civil engineering
activities in Malaysia and are periodically updated to reflect evolving environmental concerns and
occupational safety standards. For instance, pursuant to Section 19 of the Occupational Safety and
Health Act 1994, a person who contravenes the provisions of Section 18A of the Occupational Safety
and Health Act 1994 shall be guilty of an offence and shall, on conviction be liable to a fine not
exceeding RM500,000 or to imprisonment for a term not exceeding two years or to both. Furthermore,
pursuant to Section 49(2) of the Occupational Safety and Health Act 1994, a person who without
reasonable excuse fails to comply with any improvement or prohibition notice issued under Section 48
of the Occupational Safety and Health Act 1994 shall be guilty of an offence and shall, on conviction, be
liable to a fine not exceeding RM500,000 or to imprisonment for a term not exceeding two years or to
both, and to a further fine of RM2,000 for each day during which the offence continues. For details,
please refer to the paragraphs headed “Regulatory Overview − Laws and regulations in Malaysia − Laws
and regulations in relation to labour, health and safety and Laws and regulations in relation to
environmental protection in Malaysia” in this prospectus. Compliance with such regulations may
require ongoing investments in training, equipment and procedural upgrades. Moreover, as regulatory
expectations continue to evolve, particularly in relation to environmental sustainability and workers’
protection, our Group may face increased compliance obligations. Any significant changes in the legal
framework or more stringent enforcement could further elevate operational risks and cost pressures.
RISK FACTORS
–4 5–


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Adverse weather conditions and other events of force majeure may significantly delay, or even
prevent us from completing, our projects
We conduct most of our business operations outdoors and are vulnerable to adverse weather. If
adverse weather persists or natural disaster occurs, we may have to halt the works at our infrastructure
engineering construction sites, which may result in delays in completing our works within the specified
time schedule. If we have to halt our operations during adverse weather or natural disaster, we may
continue to incur operating expenses while we experience reduced revenue and profitability. Besides,
our business is also subject to outbreak of severe communicable diseases (such as COVID-19, swine flu,
avian flu and severe respiratory syndrome), natural disasters or other acts of God which are beyond our
control. Any such events could cause us to reduce or halt our operation, adversely affect our business
operation, increase our costs and/or prevent us from completing our projects, any one of which could
materially and adversely affect our business, financial condition and results of operations.
We may be exposed to personal injuries, property damage or fatal accidents if safety measures are
not followed at our project sites
Our construction activities are primarily conducted at outdoor project sites and inherently involve
various safety risks. We cannot guarantee full compliance by our employees and subcontractors with our
safety and health policy, applicable safety procedures and legal requirements, and on-site safety
protocols at all times. Any failure by our employees or subcontractors to adhere to the required safety
standards may result in workplace accidents, including personal injuries, property damage or fatal
accidents.
Such incidents may also lead to financial liabilities for medical costs, compensation claims, or
repair expenses, especially to the extent not covered by our insurance policies. Additionally, serious or
repeated breaches may jeopardise our ability to renew or maintain key operating licences, approvals or
certifications, and may damage our reputation with customers and regulators.
Furthermore, a history of safety violations or accidents could impair our ability to secure new
projects, particularly those funded by public sector entities where contractor performance and safety
records are subject to greater scrutiny. As such, failure to maintain a safe working environment could
materially and adversely affect our business, financial condition and future prospects.
RISK FACTORS
–4 6–


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We lease certain properties for our business activities and therefore we are exposed to risks in
relation to unpredictable and increasing rental costs and relocation costs. Our leased properties
may potentially be contested by third parties or government bodies causing our operations to be
disrupted.
As of the Latest Practicable Date, we had a total of 17 leased properties which were used for
various business purposes, details of which are set out in the paragraphs headed “Business – Properties
– Leased properties” in this prospectus. For FY2023, FY2024 and 6M2025, our property rental expenses
amounted to approximately RM0.9 million, RM0.8 million and RM0.5 million, respectively. Our
landlords could increase the rent or impose more stringent payment terms when negotiating to renew
our leases, which could in turn adversely affect our profitability and results of operations. We may not
be able to successfully extend or renew such leases upon expiration, on commercially reasonable terms
or at all, and may be forced to relocate our offices or other premises. Such relocation may disrupt our
operations and incur significant relocation costs and capital expenditures in relation to the installation
of facilities, and could in turn adversely affect our financial condition. Further, we cannot assure you
that we will be able to relocate such operations to suitable alternative premises in a timely manner or at
all, and failure in relocating our operations when required could result in disruption to our business
operations.
In addition, if the landlords’ title and ownership to the leased properties are challenged for any
reason, our leases could be invalidated. If this occurs, we may have to renegotiate the leases with the
new owner or the party who has the right to lease the properties, and the terms of the new leases may not
be favorable to us.
Also, we cannot assure you that our use of these leased properties will not be challenged by
government authorities, property owners or any other third parties in the future. We may be subject to
fines and forced to relocate to other premises in case our use of properties is successfully challenged,
and our operation could be materially affected as a result. We may also be involved in disputes with the
property owners or third parties who otherwise have rights to or interests in our leased properties. There
is no assurance that we can find suitable replacement premises in a timely manner and on terms
acceptable to us, or at all. Our business and financial performance may be adversely affected as a result.
Industrial actions or strikes may affect our business
Our bridge engineering works and flood mitigation works typically involve multiple specialised
tasks, each requiring skilled labour. Any disruption in a particular task due to industrial actions or
strikes could hinder the overall progress of a project. During the Track Record Period, our projects did
not encounter any industrial action or strikes. However, there is no assurance that industrial actions,
strikes or other similar disruptions will not be launched in the future. Such disruptions could also
impact our ability to meet project deadlines, exposing us to liquidated damages and potentially affecting
our competitiveness in future tenders. Furthermore, delays attributable to labour disputes may be
viewed unfavourably by the government or government-linked customers in Malaysia, potentially
affecting our ability to secure future public sector contracts.
Any prolonged or widespread industrial actions or strikes may therefore have a material adverse
effect on our project execution, profitability and future business prospects.
RISK FACTORS
–4 7–


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RISKS RELATING TO OUR OPERATIONS IN MALA YSIA
As all of our Group’s assets and business operations are in Malaysia, its economic, political and
legal developments would affect the results of our operations, financial position and prospects
accordingly. The major risks that we are exposed to are as follows:
Our business and operations are subject to uncertainties with respect to the social, political and
economic developments in Malaysia
Our Group’s business, financial condition, results of operations and growth prospects are closely
tied to the social, political and economic developments in Malaysia, where all of our operations and
assets are located. Uncertainties in Malaysia’s macroeconomic and political landscape, such as regional
conflicts, terrorism, extremism, changes in government leadership, interest rates fluctuations,
imposition of capital controls, changes in government policies or introduction of new rules or
regulations concerning civil engineering contractors, environment and taxation may adversely affect our
Group’s business, financial condition, results of operations and prospects.
Furthermore, any changes in government leadership in Malaysia may also result in changes in
major government policies, especially in infrastructure developments, foreign investments, tax and
industrial policies. These changes will inevitably cause uncertainty to both local and foreign investors
when they consider investing in companies, like our Group, which have major operations in Malaysia.
Our performance depends heavily on market conditions and trends in the transportation
infrastructure engineering industry and the overall economy of Malaysia
Our continued growth and profitability are heavily dependent on the sustained availability of
large-scale transportation infrastructure engineering projects in Malaysia. The scale, timing and number
of such projects will be determined by the combination of a variety of factors, including general
economic conditions, political environment, government budget and other factors which are beyond our
control.
These may affect the availability of large-scale transportation infrastructure engineering projects
from the government or government-linked companies in Malaysia. Any recurrence of economic
downturns, deflation, adverse shifts in currency policy or reductions in government spending on
infrastructure could significantly reduce the number of transportation infrastructure engineering
projects for tender in Malaysia, and our operational and financial performance could accordingly be
adversely affected.
RISK FACTORS
–4 8–


--- page 59 ---
The Malaysian ringgit may be subject to foreign exchange controls imposed by Malaysian
government in the future or may be subject to exchange rate fluctuations
Our revenue and expenses are primarily denominated in RM and we are therefore exposed to the
risks associated with the fluctuation in the currency exchange rate of RM against other currencies.
Should RM appreciate against other currencies, the value of any proceeds from the Share Offer or any
future financing activities, which are to be converted from Hong Kong dollar or other currencies into
RM, may be reduced and might potentially limit the capital available for our business development as
there will be a lessened amount of funds raised. Conversely, a depreciation of RM would reduce the
value of dividend payments of our Company and other repatriated profits, which are to be paid in Hong
Kong dollars after the conversion of the distributable profit denominated in RM. Hence, substantial
fluctuation in the currency exchange rate of RM may have a material adverse effect on the business,
operations and financial position of our Group and the value of the investment in our Shares.
Historically, the Central Bank of Malaysia had intervened in the foreign exchange market to
stabilise the RM. For example, it pegged the RM to the US$ in September 1998 before adopting a
managed float system in July 2005. Under this system, the RM is benchmarked against a currency
basket to maintain stability. Our Group cannot assure you that the Malaysian government will not
impose new or reinstate stricter foreign exchange controls in the future. Any imposition, tightening or
removal of exchange controls may reduce monetary policy flexibility and increase Malaysia’s
vulnerability to external market forces.
Furthermore, fluctuations in the RM’s value against other currencies will create foreign currency
translation gains or losses, affect our ability to repatriate funds, impact dividend distributions and
ultimately have an adverse effect on our Group’s business, financial condition and results of operations.
Our Group may be subject to tax audit and investigation in Malaysia
The Malaysian tax regime is based on a self-assessment system. Persons chargeable including
companies in Malaysia have legal obligations to make self-assessment on the tax payable and file
necessary tax returns annually with their remittance of tax. The Inland Revenue Board of Malaysia (the
“IRB ”) is empowered by the Income Tax Act 1967 to carry out audit and investigation on persons
chargeable to determine, inter alia , whether their tax returns are accurate and complete. The Income Tax
Act 1967 also empowers IRB to impose additional tax and/or penalties on persons chargeable if IRB
determines that the persons chargeable are in fact subject to more tax payables than are reported in the
self-assessed tax returns.
Our Group calculates the amount of taxes and makes payment thereof in accordance with the
applicable tax laws. Our Group may be subject to additional taxes or penalties if IRB has a different
view from us with respect to our self-assessed tax payables stipulated in our filed tax returns. As our
Group may be subject to tax audit and investigation by IRB from time to time, if IRB imposes additional
tax and/or penalties on our Group, our profit margin may decrease and consequently our financial
results may be adversely affected.
RISK FACTORS
–4 9–


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Our Group’s principal subsidiary was incorporated in Malaysia and its main assets are located in
Malaysia. It could be difficult to enforce a foreign judgment against our Malaysian subsidiary and
our Directors in Malaysia
Our Group’s principal subsidiary was incorporated under the laws of Malaysia and a substantial
portion of our Group’s assets are located in Malaysia. Enforceability of certain foreign judgments in
Malaysia is by virtue of the Reciprocal Enforcement of Judgments Act 1958, in which a foreign
judgment must be registered before it can be enforceable. The registration of a foreign judgment is only
possible if the judgment is given by a superior court from a country listed in the First Schedule of the
Reciprocal Enforcement of Judgments Act 1958, which includes the United Kingdom, Hong Kong,
Singapore, New Zealand, Republic of Sri Lanka, India and Brunei Darussalam. In the event the foreign
judgment is not from a country listed in the First Schedule of the Reciprocal Enforcement of Judgments
Act 1958, the only method of enforcement at common law is by securing a Malaysian judgment. As a
result, it could be difficult to enforce a foreign judgment against our Malaysian subsidiaries and our
Directors in Malaysia.
RISKS RELATING TO THE SHARE OFFER AND OUR SHARES
There has been no prior public market for our Shares and an active trading market for our Shares
may not develop or be sustained
Prior to the Share Offer, no public market for our Shares existed. Following completion of the
Share Offer, the Stock Exchange will be the only market on which our Shares are publicly traded. There
is no assurance that an active trading market for our Shares will develop or be sustained after the Share
Offer. In addition, there is no assurance that our Shares will trade in the public market at or above the
Offer Price subsequent to the Share Offer. The Offer Price for our Shares is expected to be fixed by the
Sole Overall Coordinator and us, and may not be indicative of the market price of our Shares following
completion of the Share Offer. If an active trading market for our Shares does not develop or is not
sustained after the Share Offer, the market price and liquidity of our Shares may be materially and
adversely affected.
The trading price and volume of our Shares may be volatile, which may result in substantial losses
for our investors
The trading price of our Shares may be volatile and may fluctuate widely in response to factors
beyond our control, including variations in the level of liquidity of our Shares, changes in securities
analysts’ (if any) estimates of our financial performance, investors’ perceptions of us and the general
investment environment, changes in laws, regulations and taxation systems which affect our operations,
and general market conditions of the securities markets. These broad market and industry factors may
significantly affect the market price and volatility of our Shares, regardless of our actual operating
performance.
RISK FACTORS
–5 0–


--- page 61 ---
In addition to market and industry factors, the price and trading volume for our Shares may be
highly volatile for specific business reasons. In particular, factors such as variations in our revenue, net
income and cash flow, success or failure of our efforts in implementing business and growth strategies,
involvement in material litigation as well as recruitment or departure of our key personnel, may cause
the trading price and volume of our Shares to change drastically and unexpectedly.
Further, there will be a gap of several days between the price determination and commencement of
trading of the Offer Shares. The Offer Price of our Shares is expected to be determined on the Price
Determination Date while our Shares will not commence trading on the Stock Exchange until the
Listing Date. As a result, investors may not be able to sell or otherwise deal in our Shares during the
period between the Price Determination Date and the Listing Date and hence are subject to the risk that
the price of our Offer Shares could fall during the period before trading of our Offer Shares begins.
Future disposal or perceived disposal of a substantial number of our Shares by our existing
Shareholders in the public market may materially and adversely affect the prevailing market price
of our Shares
Disposal of a substantial number of our Shares in the public market after the completion of the
Share Offer, or the perception that such disposal may occur, could adversely affect the market price of
our Shares and materially impair our future ability to raise capital through offerings of our Shares.
There is no assurance that our existing Shareholders will not dispose of their shareholdings. Any
significant disposal of our Shares by any existing Shareholder may materially affect the prevailing
market price of our Shares. In addition, these disposals may make it more difficult for us to issue new
Shares in the future at a time and price we deem appropriate, thereby limiting our ability to raise further
capital. We cannot predict the effect of any significant future disposal on the market price of our Shares.
Additional equity fund raising may lead to dilution of Shareholders’ interests and decrease in the
market price of our Shares
We may need to raise additional funds in the future to finance our operation or business expansion
or new development. If additional funds are raised through the issuance of new equity or equity-linked
securities of our Company other than on a pro-rata basis to the existing Shareholders, the shareholding
of the existing Shareholders in our Company may be reduced or such new securities may confer rights
and privileges that take priority over those conferred by the Offer Shares. Furthermore, our Company
may issue additional Shares upon exercise of options to be granted under the Share Option Scheme in
the future. The increase in the number of Shares after the issue would result in the reduction in the
percentage ownership of our Shareholders and may result in a dilution in the earnings per Share and net
asset value per Share.
Furthermore, if we fail to utilise the additional funds to generate the expected earnings, it could
adversely affect our financial results and in turn exerts pressure to the market price of our Shares. Even
if additional funds are raised by means of debt financing, any additional debt financing may, apart from
increasing interest expense and gearing, contain restrictive covenants with respect to dividends, future
fund raising exercises and other financial and operational matters.
RISK FACTORS
–5 1–


--- page 62 ---
There is no assurance that we will declare or distribute any dividend in the future
During the Track Record Period, our Group declared dividends of RM20.0 million and RM26.0
million for FY2023 and FY2024, respectively, to our then shareholders, which had been settled in full.
No dividend or distribution has been declared or paid by our Group for 6M2025. In November 2025, our
Group declared dividend of RM5.0 million, which has been settled in full in cash.
The value of dividends declared and paid in previous years should not be relied on by potential
investors as a guide to the future dividend policy of our Group or as a reference or basis to determine the
amount of dividends payable in the future. There is no assurance that dividends will be declared or paid
in the future, at a similar level or at all. We do not have any formal dividend policy or predetermined
dividend payout ratio. Any future declarations and payments of dividends will be at the discretion of our
Directors, subject to certain restrictions under Cayman Islands law, and will depend on our actual and
expected results of operations, cash flow and financial position, general business conditions and
business strategies, expected working capital requirements and future expansion plans, legal, regulatory
and other contractual restrictions, and other factors which our Directors consider relevant. It is also
subject to the approval of our Shareholders, the Companies Act, the Articles of Association as well as
any applicable laws.
Investors may experience difficulties enforcing their shareholders’ rights because our Company
was incorporated in the Cayman Islands, and the protection of minority shareholders under the
Cayman Islands law may be different from that under the laws of Hong Kong or other
jurisdictions
Our Company was incorporated in the Cayman Islands and its affairs are governed by the Articles
of Association, the Companies Act and common law applicable in the Cayman Islands. The laws of the
Cayman Islands may differ from those of Hong Kong or other jurisdictions where investors may be
located. As a result, minority Shareholders may not enjoy the same rights as those pursuant to the laws
of Hong Kong or such other jurisdictions. A summary of the Cayman Islands company law on the
protection of minority Shareholders is set out in Appendix IV to this prospectus.
The interests of our Controlling Shareholders may differ from those of our other Shareholders
Immediately following the Capitalisation Issue and the Share Offer, our Controlling Shareholders
will beneficially own 75% of the issued Shares (without taking into account any Shares which may be
allotted and issued upon the exercise of the Offer Size Adjustment Option or any options which may be
granted under the Share Option Scheme). The interests of our Controlling Shareholders may differ from
the interests of our other Shareholders. If the interests of our Controlling Shareholders conflict with the
interests of our other Shareholders, or if our Controlling Shareholders choose to cause us to pursue
strategic objectives that conflict with the interests of our other Shareholders, those Shareholders may be
disadvantaged by the actions that our Controlling Shareholders choose to cause us to pursue.
Our Controlling Shareholders may have significant influence in determining the outcome of any
corporate transaction or other matters submitted to our Shareholders for approval, including mergers,
consolidations and the sale of all, or substantially all, of our assets, election of Directors, and other
significant corporate actions. Our Controlling Shareholders have no obligation to consider our interests
or the interests of our other Shareholders.
RISK FACTORS
–5 2–


--- page 63 ---
RISKS RELATING TO THE STATEMENTS IN THIS PROSPECTUS
Investors should read the entire prospectus and should not rely on any information contained in
press articles or other media coverage regarding us and the Share Offer
We strongly caution our investors not to rely on any information contained in press articles or
other media regarding the Share Offer and us. Prior to the publication of this prospectus, there may be
press and other media coverage regarding the Share Offer and us. Such press and other media coverage
may include references to certain information that does not appear in this prospectus, including certain
operating and financial information and projections, valuations and other information. We have not
authorised the disclosure of any such information to the press or media and do not accept any
responsibility for such press or media coverage or the accuracy or completeness of any such information
or publication. We make no representation as to the appropriateness, accuracy, completeness or
reliability of any such information or publication. To the extent that any such information is inconsistent
or conflicts with the information contained in this prospectus, we disclaim responsibility for it and our
investors should not rely on such information.
Certain facts, forecasts and other statistics in this prospectus from public official documents or
statements have not been independently verified and may not be reliable
Certain facts, forecasts and other statistics presented in the section headed “Industry Overview”
and elsewhere in this prospectus relating to the industries in which we operate have been derived from a
market research report commissioned by us and prepared by CIC as well as various publications and
industry-related sources prepared by government officials or independent third parties. We believe that
the sources of the information are appropriate sources for such information in the section headed
“Industry Overview”, and have taken reasonable care in extracting and reproducing such information. In
addition, we have no reason to believe that such information in the section headed “Industry Overview”
is false or misleading or that any material fact has been omitted which would render such information
false or misleading. The information from the public official documents or statements has not been
independently verified by us or any of us, the Sole Sponsor, the Sole Overall Coordinator, the Capital
Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the Co-Managers, the
Underwriters, any of our or their respective directors, officers, employees, advisors or agents or any
other party and no representation is given as to its accuracy. Due to possibly flawed or ineffective
collection methods or discrepancies between published information and market practice, the statistics in
the section headed “Industry Overview” may be inaccurate or may not be comparable to statistics
produced with respect to other economies. Further, there is no assurance that they are stated or compiled
on the same basis or with the same degree of accuracy as the case may be in other jurisdictions. In all
cases, investors should give consideration as to how much weight or importance they should attach to or
place on such statistics.
RISK FACTORS
–5 3–


--- page 64 ---
Forward-looking statements contained in this prospectus are subject to risks and uncertainties
This prospectus contains forward-looking statements with respect to our business strategies,
operating efficiencies, competitive positions, growth opportunities for existing operations, plans and
objectives of management, certain pro forma information and other matters. The words “anticipate”,
“believe”, “could”, “predict”, “potential”, “continue”, “expect”, “intend”, “may”, “plan”, “seek”,
“will”, “would”, “should” and the negative of these terms and other similar expressions are intended to
identify a number of these forward-looking statements. These forward looking statements, including,
amongst others, those relating to our future business prospects, capital expenditure, cash flows, working
capital, liquidity and capital resources are estimates reflecting the best judgment of our Directors and
management and involve a number of risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important factors, including those
set out in the section headed “Risk Factors” in this prospectus. Accordingly, such statements are not a
guarantee of future performance and investors should not place undue reliance on any forward-looking
information. All forward-looking statements in this prospectus are qualified by reference to this
cautionary statement.
RISK FACTORS
–5 4–


--- page 65 ---
DIRECTORS
Name Address Nationality
Executive Directors
Datuk Tan No.11, Jalan PJU 7/22B, Mutiara Damansara
47810 Petaling Jaya, Selangor, Malaysia
Malaysian
Mr. Andy Tan No.11, Jalan PJU 7/22B, Mutiara Damansara
47810 Petaling Jaya, Selangor, Malaysia
Malaysian
Ms. Tan Xin Yi No.11, Jalan PJU 7/22B, Mutiara Damansara
47810 Petaling Jaya, Selangor, Malaysia
Malaysian
Independent non-executive Directors
Mr. Lee Tuan Meng No.15, Jalan Putra Murni 3/3C
Putra Heights
47650 Petaling Jaya
Selangor, Malaysia
Malaysian
Mr. Ooi Kim Chai
(ৌ )
Room 704,
Liede Subdistrict, Limin Community
No. 90 Huacheng Avenue, Tianhe District
Guangzhou, Guangdong Province
the PRC
Malaysian
Ms. Norkamaliah Binti Hashim C-1-15, Sri Alam Condominium
Jalan Kelab Golf 13/1, Section 13
40100 Selangor, Malaysia
Malaysian
For further details on our Directors and members of our senior management, please refer to the
section headed “Directors, Senior Management and Employees” of this prospectus.
DIRECTORS AND PARTIES INVOLVED IN THE SHARE OFFER
–5 5–


--- page 66 ---
PARTIES INVOLVED IN THE SHARE OFFER
Sole Sponsor Lego Corporate Finance Limited
A corporation licensed to carry out type 6
(advising on corporate finance) regulated activity
under the SFO
Room 1505, 15/F
Wheelock House
20 Pedder Street
Central
Hong Kong
Sole Overall Coordinator Lego Securities Limited
A corporation licensed to carry out type 1
(dealing in securities) regulated activity under
the SFO
Room 1506, 15/F
Wheelock House
20 Pedder Street
Central
Hong Kong
Joint Bookrunners and Joint Lead
Managers
Lego Securities Limited
A corporation licensed to carry out type 1
(dealing in securities) regulated activity
under the SFO
Room 1506, 15/F
Wheelock House
20 Pedder Street
Central
Hong Kong
Fortune Origin Securities Limited
A corporation licensed to carry out type 1
(dealing in securities), type 4 (advising on
securities) and type 9 (asset management)
regulated activities under the SFO
Room 404-405, 4/F
Nan Fung Tower
88 Connaught Road Central
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE SHARE OFFER
–5 6–


--- page 67 ---
Co-Managers
(in alphabetical order)
Get Nice Securities Limited
A corporation licensed to carry out type 1
(dealing in securities), type 4 (advising on
securities), type 6 (advising on corporate finance)
and type 9 (asset management) regulated activities
under the SFO
G/F-3/F
Cosco Tower
Grand Millennium Plaza
183 Queen’s Road Central
Hong Kong
Glory Sun Securities Limited
A corporation licensed to carry out type 1
(dealing in securities), type 4 (advising on
securities) and type 9 (asset management)
regulated activities under the SFO
Room 2309, 23/F
China Resources Building
26 Harbour Road
Wanchai
Hong Kong
Grand China Securities Limited
A corporation licensed to carry out type 1
(dealing in securities), type 2 (dealing in futures
contracts), type 4 (advising on securities) and
type 9 (asset management) regulated activities
under the SFO
Room 503, 5/F
Loke Y ew Building
50-52 Queen’s Road Central
Central
Hong Kong
Mont A venir Capital Limited
A corporation licensed to carry out type 1
(dealing in securities) regulated activity
under the SFO
Flat 23A
88 Central
88-98 Des V oeux Road Central
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE SHARE OFFER
–5 7–


--- page 68 ---
Quam Securities Limited
A corporation licensed to carry out type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 4 (advising on securities),
type 6 (advising on corporate finance) and
type 9 (asset management) regulated activities
under the SFO
5/F and 24/F (Rooms 2401 and 2412)
Wing On Centre
111 Connaught Road Central
Hong Kong
Legal advisers to our Company As to Hong Kong Law
TC & Co.
Units 501-502
5/F, Tai Tung Building
8 Fleming Road
Wanchai
Hong Kong
As to Malaysia Law
David Lai & Tan
Level 9, Wisma Miramas
No. 1, Jalan 2/109E
Taman Desa, Jalan Klang Lama
58100 Kuala Lumpur
Malaysia
As to Cayman Islands Law
Appleby
Suites 3504B-06, 35/F
Two Taikoo Place
979 King's Road
Quarry Bay
Hong Kong
Legal advisers to the Sole Sponsor and
the Underwriters
As to Hong Kong Law
Holman Fenwick Willan
22/F, Alexandra House
18 Chater Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE SHARE OFFER
–5 8–


--- page 69 ---
Auditors and reporting accountants BDO Limited
Certified Public Accountants
Registered Public Interest Entity Auditor
25/F Floor, Wing On Centre
111 Connaught Road
Central
Hong Kong
Receiving Bank China Construction Bank (Asia)
Corporation Limited
26/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
Compliance adviser Lego Corporate Finance Limited
A corporation licensed to carry out type 6
(advising on corporate finance) regulated activity
under the SFO
Room 1505, 15/F
Wheelock House
20 Pedder Street
Central
Hong Kong
Internal control consultant BDO Governance Advisory Sdn Bhd
Level 8
BDO@Menara CenTARa
360 Jalan Tuanku Abdul Rahman
50100 Kuala Lumpur
Malaysia
Industry consultant China Insights Industry Consultancy Limited
10/F, Block B, Jing’an International Center
88 Puji Road
Jing’an District, Shanghai
PRC
Property Valuer CBRE WTW Valuation & Advisory Sdn Bhd
30th Floor, Menara Multi-Purpose
8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Malaysia
DIRECTORS AND PARTIES INVOLVED IN THE SHARE OFFER
–5 9–


--- page 70 ---
Registered office in the Cayman Islands 71 Fort Street
PO Box 500
George Town
Grand Cayman, KY1-1106
Cayman Islands
Headquarters and principal place of
business in Malaysia
B-03-32, Block B
Merchant Square
No.1 Jalan Tropicana Selatan 1
PJU 3, 47410 Petaling Jaya
Selangor
Malaysia
Principal place of business in Hong Kong
under Part 16 of the Companies
Ordinance
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Company’s website address https://bbsbholdings.com.my/
(information on this website does not form part of this
prospectus)
Company secretary Ms. Lee Mei Yi
Chartered Secretary
Chartered Governance Professional
Room 1916, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorised representatives Mr. Andy Tan
No.11, Jalan PJU
7/22B, Mutiara Damansara
47810 Petaling Jaya
Selangor
Malaysia
Ms. Lee Mei Yi
Chartered Secretary
Chartered Governance Professional
Room 1916, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
CORPORA TE INFORMA TION
–6 0–


--- page 71 ---
Audit Committee Mr. Lee Tuan Meng (Chairman)
Mr. Ooi Kim Chai
Ms. Norkamaliah Binti Hashim
Remuneration Committee Mr. Ooi Kim Chai (Chairman)
Datuk Tan
Ms. Tan Xin Yi
Mr. Lee Tuan Meng
Ms. Norkamaliah Binti Hashim
Nomination Committee Mr. Ooi Kim Chai (Chairman)
Datuk Tan
Mr. Andy Tan
Mr. Lee Tuan Meng
Ms. Norkamaliah Binti Hashim
Cayman Islands principal share registrar
and transfer office
Appleby Global Services (Cayman) Limited
71 Fort Street
PO Box 500, George Town
Grand Cayman KY1-1106
Cayman Islands
Hong Kong branch share registrar and
transfer office
Boardroom Share Registrars (HK) Limited
2103B, 21/F
148 Electric Road
North Point
Hong Kong
Principal bankers Ambank (M) Berhad
No. 6-1-3A, Jalan Tun Mohd Fuad 3
Taman Tun Dr Ismail
60000 Kuala Lumpur
Malaysia
Alliance Bank Malaysia Berhad
Menara Multi-Purpose, Capital Square
8 Jalan Munshi Abdullah
50100 Kuala Lumpur
Malaysia
United Overseas Bank (Malaysia) Berhad
Level 26, UOB Plaza 1 KL
No. 7, Jalan Raja Laut
50350 Kuala Lumpur
Malaysia
CORPORA TE INFORMA TION
–6 1–


--- page 72 ---
This section and elsewhere in this prospectus contain certain information, statistics and data
which are derived from various official government publications and other publicly available
publications, and a report commissioned by us and prepared by our industry consultant, CIC. We
believe that the sources of the information in this section and elsewhere in this prospectus are
appropriate sources for such information and have taken reasonable care in selecting and identifying
such information sources, compiling, extracting and reproducing such information, and ensuring no
material omission of such information. We have no reason to believe that such information is false in
any material respect or misleading or that any fact has been omitted that would render such
information false or misleading. The information, statistics and data from official government
sources have not been independently verified by us, the Sole Sponsor , the Sole Overall Coordinator ,
the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the
Co-Managers, the Underwriters, any of our or their respective directors, officers, employees,
advisors or agents or any other party (other than CIC) involved in the Share Offer , and no
representation is given as to their accuracy, reliability or completeness.
SOURCES OF INFORMATION
We have engaged CIC, an independent market research consulting firm, to conduct a detailed
analysis and prepare an industry report on the markets in which we operate. CIC is an independent
global consulting firm founded in China. It is principally engaged in the provision of market research
consultancy services, conducting industry research, and providing market and enterprise strategies and
consultancy services across various industries. We incurred a total of HKD400,000 in fees and expenses
in connection with the preparation and use of the CIC Report.
CIC conducted both primary and secondary research using a variety of resources in the completion
of this report. Primary research involved interviewing key industry experts and leading industry
participants. Secondary research involved analysing data from various publicly available data sources,
such as Malaysian Public Works Department, Construction Industry Development Board, Department of
Irrigation and Drainage, and the internal database of CIC.
The market projections in the commissioned report are based on the following key assumptions: (i)
the overall Malaysia’s social, economic, and political environment is expected to maintain a stable trend
during the forecast period; (ii) the key industry drivers are likely to continue to drive the growth in each
market during the forecast period; and (iii) there is no extreme force majeure or unforeseen industry
regulations in which the market may be affected either dramatically or fundamentally during the
forecast period. All statistics are reliable and based on information available as at the date of the CIC
Report. Other sources of information, including those from the government, industry associations, or
market participants, may have provided some of the information on which the analysis or its data is
based. All the information regarding our Company has been sourced from our Company’s audited report
or management interviews. The information concerning and provided by our Company has not been
independently verified by CIC.
INDUSTRY OVERVIEW
–6 2–


--- page 73 ---
OVERVIEW OF MALA YSIA’S CIVIL ENGINEERING INDUSTRY
Civil engineering involves design and construction of infrastructure that supports societal
functions. In Malaysia, the civil engineering sector can generally be categorised into several segments,
including, among others, transportation infrastructure engineering and hydraulic engineering.
Transportation infrastructure engineering focuses on design, and construction of transportation systems
that facilitate passenger and freight movement. Hydraulic engineering, on the other hand, encompasses
the construction of large-scale hydraulic infrastructure, including dams and reservoirs, as well as
irrigation systems and flood mitigation.
OVERVIEW OF MALA YSIA’S TRANSPORTATION INFRASTRUCTURE ENGINEERING
INDUSTRY
Transportation infrastructure engineering can be categorised into bridge engineering, highway
engineering, road engineering, railway engineering and tunnel engineering. A bridge is a structure that
provides passage over an obstacle, built either at ground level or elevated above it, depending on terrain
and functional needs. Bridge engineering covers the bridge structure itself and the connecting sections
at both ends. Connecting sections, including segments of highway, road, or railway, are critical parts of
the bridge structure and essential to ensure a smooth, continuous transition between the bridge structure
and the surrounding transport network, and for maintaining vertical and horizontal alignment
consistency across the overall transportation corridor. Highway engineering refers to design, and
construction of highway infrastructure, exclusively with ground-level highways and does not include
elevated ones. Road engineering refers to design, and construction of roads that are not classified as
highways, which strictly pertains to ground-level road construction, excluding elevated ones. Railway
engineering includes design and construction of railway lines to establish a safe and efficient rail
transportation system, and focuses on railway infrastructure and does not include elevated ones. Tunnel
engineering refers to design, and construction of tunnels, which are passageways excavated within
existing structures or geological formations.
Under the policy framework of the Twelfth Malaysia Plan between 2021 and 2025, the Malaysian
government has identified three strategic priorities: infrastructure improvement, attracting foreign
direct investment, and inter-regional connectivity. To advance these objectives, RM86.0 billion has been
allocated to key sectors such as transportation infrastructure in 2025. On the development front, the
government is focused on addressing national and regional growth bottlenecks through strategic
projects, including the Pan Borneo Highway, the East Coast Rail Link (“ ECRL ”), and urban rail
network expansions. These initiatives aim to connect remote areas, enhance logistics efficiency, and
improve transport accessibility. In particular, in East Malaysia, where the terrain is complex and
connectivity is limited, the construction of bridges, highways, and tunnels is essential to facilitate
population mobility, resource distribution, and regional economic development. Notable projects such
as Marudi Bridge, Muara Lassa Bridge, Sibat Bridge, Saribas Bridge, and the planned
Labuan-Menumbok Bridge promote the development of transportation in the region, facilitating
resource flow and enhancing regional balance. In addition, the National Construction Policy 2030
provides comprehensive support for transportation infrastructure engineering. Through its infrastructure
resilience strategy, the policy enhances the durability and disaster resistance of key infrastructure such
as roads and bridges. In Malaysia’s civil engineering sector, transportation infrastructure engineering
projects are the main source of growth.
INDUSTRY OVERVIEW
–6 3–


--- page 74 ---
The market size of the transportation infrastructure engineering industry in Malaysia
Under the Twelfth Malaysia Plan, which focuses on improving connectivity, transportation
infrastructure remains a key investment priority. The plan emphasises strengthening roads, highways,
railways, bridges, and tunnels connecting airports, ports, industrial zones, and major urban centres. The
Malaysia’s 2025 National Budget further reinforces this commitment, with record-high allocations for
infrastructure development. Notably, nationwide transportation infrastructure development has
significantly driven the growth of bridge engineering, highlighting their expanding roles in supporting
Malaysia’s connectivity and broader infrastructure advancement. In 2024, Malaysia’s transportation
infrastructure engineering market size, in terms of main contractor’s revenue, reached RM31.6 billion.
It is projected to grow to RM46.0 billion by 2029, with a CAGR of approximately 7.8% from 2024 to
2029. Against the backdrop of Malaysia’s strong push to enhance transportation infrastructure, the
country’s unique geographic conditions, including extensive river systems and coastal zones, have
driven a surge in bridge engineering projects. This includes major cross-sea developments such as the
Second Penang Bridge and the proposed Labuan-Menumbok Bridge. Due to the higher technical
complexity and engineering challenges inherent in bridge engineering construction, such as foundation
works over water, long-span structural requirements, and advanced material specifications which
demand greater capital investment compared to standard highway or road engineering projects. As a
result, bridge engineering has become the fastest-growing subcategory within Malaysia’s transportation
infrastructure engineering market. In 2024, the market size for bridge engineering, in terms of main
contractor’s revenue, reached RM8.1 billion and is projected to grow to RM12.6 billion by 2029, with a
CAGR of approximately 9.1% from 2024 to 2029.
0
25
50
23.7
5.9 5.6
7.5
2.0
22.2
4.6 5.0
7.4
1.6 3.03.6
4.7
3.8
26.5
7.0
8.9 9.6
1.9
29.9
7.8
5.7
4.2
2.5
31.6
6.4
8.1 8.9 9.6 10.5 11.4
10.0
4.5
2.6
33.9
7.0
10.6
4.6
2.8
36.8
7.7
11.5
4.9
3.0
39.7
8.3
12.4
5.3
3.2
42.8
9.1
13.3
5.6
3.3
46.0
9.8
12.6
14.2
5.9
3.5
Market size of transportation infrastructure engineering, by type, in terms of main contractor’s revenue, Malaysia, 2020–2029E
RM in billion CAGR 2020–2024 2024–2029E
Bridge engineering 8.3% 9.1%
Highway engineering 7.9% 9.0%
Road engineering
Railway engineering
7.4% 7.2%
Tunnel engineering
5.6% 5.6%
Total
6.5% 6.3%
7.4% 7.8%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Source: Department of Statistics Malaysia, CIC Report
Note: The figures of the chart have been rounded up to one decimal place.
OVERVIEW OF MALA YSIA’S BRIDGE ENGINEERING INDUSTRY
Value chain of the bridge engineering market in Malaysia
The upstream involves the supply of raw materials and equipment, which include (i) essential
construction materials such as steel bar, cement and concrete, and (ii) equipment such as cranes and
compressors. Provision of raw materials and equipment to support the execution of bridge engineering
projects.
INDUSTRY OVERVIEW
–6 4–


--- page 75 ---
The midstream can be further divided by implementation methods into (i) main contractors and (ii)
subcontractors. Main contractors are responsible for organising the entire bridge engineering process
following project requirements. Subcontractors are to undertake specific construction work, possessing
strong expertise in particular domains. Given the scale, complexity and regulatory requirements of
transportation infrastructure engineering projects, those projects, including bridge engineering projects,
commonly span several years from commencement to completion. Also, contractors must register with
the CIDB to obtain the Government Work Procurement Certificate, also known as SPKK, in order to be
eligible for participation in government projects. The SPKK is issued by CIDB to certify that the
contractor has fulfilled the requirements and guidelines set by the Ministry of Finance and is qualified
to participate in government procurement related to transportation infrastructure engineering projects.
Furthermore, local contractors seeking to participate in government projects specifically reserved for
indigenous Malaysian contractors are also required to obtain the Bumiputera Status Certificate, known
as Sijil Taraf Bumiputera (STB).
It is common in the industry of Malaysia for contractors to enter in joint venture agreements when
tendering for and executing transportation infrastructure engineering projects. Such agreements are
typically formed between two to three contractors for various strategic purposes, for example, to satisfy
specific licensing requirements or to pool resources of different contractors for execution of large-scale
projects. On the other hand, it is not uncommon for one contractor under the joint venture agreement to
make an advance payment to another contractor, also party to the same joint venture, for the provision
of services such as project management, architectural design, or construction works. The terms of such
arrangements are usually determined through commercial negotiation among the joint venture parties.
Typically, under a joint venture agreement, the main contractor requires funding to cover the
performance bond and capital injection, while subcontractor acting as the operating party, provides the
necessary funds to the main contractor. It is common in the Malaysian transportation infrastructure
engineering industry for contractors without a Bumiputera Status Certificate to enter into a joint venture
agreement or collaboration agreement with a company which holds the Bumiputera Status Certificate to
tender for and execute a government or government-linked companies’ project designated for
indigenous contractors in Malaysia.
The downstream consists of project owners, including government, state-owned enterprises, and
private enterprises. They are responsible for project initiation, capital investment, requirements
formulation, and final acceptance, thereby driving project implementation and successful delivery. The
government focuses on aligning bridge engineering projects with national strategies to enhance
connectivity. State-owned enterprises emphasise asset returns and risk control, while private enterprises
seek profit and cost efficiency for high investment returns.
INDUSTRY OVERVIEW
–6 5–


--- page 76 ---
In Malaysia’s bridge engineering industry, it is common for subcontractors to exhibit high client
concentration, with the top five customers often accounting for over 50% of the total revenue. This is
largely due to the limited number and high concentration of main contractors in Malaysia. In 2024,
there were approximately 40 main contractors undertaking projects that include bridge engineering
works in Malaysia, and the top five main contractors in terms of revenue accounted for approximately
44% of the industry’s market share. These main contractors typically possess capital strength, and
project management experience, enabling them to undertake large and complex bridge engineering
projects. Bridge engineering projects are typically large-scale, capital-intensive, and awarded through
centralised tendering, which naturally limits the customer base.
Value chain of Malaysia’s bridge engineering industry
Upstream
Raw material suppliers
Cement and
concrete Cranes Main contractors
Government
State-owned enterprises
Private enterprises
Capital ﬂow Project delivery
chains
Subcontractors
Compressors
Other
equipment
Steel bar
Other materials
Equipment suppliers
Raw material and equipment suppliers Bridge engineering contractors Project owners
Midstream Downstream
Source: CIC Report
The market size of the bridge engineering market in Malaysia
Excluding the decline in 2021 caused by COVID-19 pandemic related policies, such as Temporary
Measures for Reducing the Impact of the Coronavirus Disease 2020 and Recovery Movement Control
Order, Malaysia’s bridge engineering market has shown an overall upward trend in terms of main
contractor's revenue. Since 2022, driven by major projects such as SUKE, Light Rail Transit Line 2
(LRT2), and Mass Rapid Transit Circle Line (MRT3), the demand for bridge engineering has remained
strong. The Malaysia’s 2025 National Budget continues to emphasise the critical role of bridge
engineering in supporting Malaysia’s economic development, with a focus on the widening and
upgrading of existing bridge lanes as well as the construction of cross-sea bridges. The government also
prioritises bridge engineering projects in East Malaysia, such as the Sabah section of the Pan Borneo
Highway and the Sabah-Sarawak Link Road. Looking ahead, with the continued development of major
projects such as ECRL, Malaysia’s bridge engineering market is set for steady growth. In 2024, the
market size of bridge engineering in Malaysia was RM8.1 billion in terms of main contractor’s revenue.
The overall market size, in terms of main contractor’s revenue, is projected to increase from RM8.1
billion in 2024 to RM12.6 billion in 2029, reflecting a CAGR of approximately 9.1% during the period
from 2024 to 2029.
INDUSTRY OVERVIEW
–6 6–


--- page 77 ---
The Public-Private Partnership (“ PPP ”) model has gained significant traction in Malaysia in
recent years. Designed to foster collaboration between the government and the private sector,
Malaysia’s PPP framework enables joint investment and construction of infrastructure projects and
other public service facilities. This approach helps to alleviate the government’s financial burden while
leveraging the private sector’s expertise and efficiency to enhance project quality and economic
benefits. The PPP sector is expected to maintain an upward trajectory. In 2024, the market size of bridge
engineering projects under the PPP model reached RM1.3 billion and is projected to grow to RM2.4
billion by 2029, with a CAGR of approximately 13.9% from 2024 to 2029.
0
5
10
15
5.9
4.2
0.9
0.7 0.7
1.0 1.2 1.35.6
4.0
0.9
7.0
4.9
1.1 1.3 1.3
7.8
5.4
8.1
5.5
8.9
1.5
6.0
1.4
9.6
1.7
6.4
1.6
10.5
1.9
6.9
1.7
11.4
2.1
7.4
1.9
12.6
2.4
8.0
2.1
Market size of bridge engineering, by project model in terms of client type, in terms of main contractor’s revenue, Malaysia, 2020–2029E
RM in billion CAGR 2020–2024 2024–2029E
PPP model 14.6% 13.9%
Government direct investment and construction model 7.0% 7.7%
Others 8.9% 9.5%
Total 8.3% 9.1%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Source: Department of Statistics Malaysia, CIC Report
Note: The figures of the chart have been rounded up to one decimal place.
Cost analysis of the bridge engineering industry in Malaysia
The Malaysian construction workforce is divided into semi-skilled workers and skilled workers,
where semi-skilled workers perform tasks requiring no specialised education or experience, while
skilled workers are formally certified through the Malaysian Skills Certificate Level 3 as mandated by
the Department of Skills Development in Malaysia, representing the minimum qualification for workers
who have completed apprenticeships and gained sufficient trade-specific expertise to handle complex
tasks requiring specialised knowledge. In recent years, COVID-19 pandemic’s impact has caused labour
shortages, cross-border employment difficulties, and rising wage pressures across Malaysia’s civil
engineering sector, with skilled trades critical to bridge engineering projects, including plasterers,
bricklayers, and concreters, seeing average wage CAGR exceeding 10.0% over five years, while
semi-skilled workers’ wages grew approximately 10.0% during the same period.
INDUSTRY OVERVIEW
–6 7–


--- page 78 ---
Source: CIDB, CIC Report
Note: The figures of the chart have been rounded up to one decimal place.
The average price of main materials in Malaysia risen rapidly in recent years. A significant factor
was the 2020 Malaysia Movement Control Order, which was introduced to combat the COVID-19
pandemic and restricted trade in certain goods and disrupted the normal operations of civil engineering
firms. This policy interrupted supply chains, limiting the availability of materials and driving up
construction costs. With the easing of the COVID-19 pandemic restrictions in early 2022, the market
began to recover, enabling contractors to optimise their operations and supply chains. However, the
outbreak of the Russia-Ukraine war in 2022 once again disrupted global supply networks, causing
further cost increases for construction companies during the period from 2022 to 2024. From 2020 to
2024, the cost of main construction materials in Malaysia increased steadily. During this period, bridge
engineering companies raised their quotations as well. At the same time, leading bridge engineering
companies implemented cost management strategies to maintain long-term competitiveness. These
strategies included adopting more cost-effective design solutions and optimising resource planning and
construction processes to control overall expenditure.
Source: CIDB, CIC Report
Notes:
The figures of the chart have been rounded up to one decimal place.
1. The specification of the raw material is normal mixed, granite Grade 30.
2. The specification of the raw material is granite ¾”.
3. The specification of the raw material is ordinary Portland, 50kg.
4. The specification of the raw material is high tensile deformed bars 32”.
INDUSTRY OVERVIEW
–6 8–


--- page 79 ---
Drivers of the bridge engineering industry in Malaysia
Rising urbanisation rate. Malaysia’s urbanisation process is on a steady rise, increasing from
77.9% in 2020 to 79.0% in 2024. With the acceleration of urbanisation in Malaysia, the demand for
bridges connecting cities and suburban areas has grown significantly. Many of the major cities in
Malaysia, such as Kuala Lumpur, Penang, and Johor Bahru, are separated by rivers, bays, or other
natural barriers, necessitating the construction of bridges to improve regional connectivity and support
economic activities. As population and economic activity continue to concentrate in urban centres, the
need for bridges between cities and between urban and suburban areas will continue to serve as a key
driver for the development of the bridge engineering industry in Malaysia.
Growing expenditure on bridge infrastructures. In recent years, the Malaysian government has
allocated substantial funds to enhance the nation’s transportation infrastructure, recognising its critical
role in supporting economic growth and improving connectivity across regions. According to the
Ministry of Finance of Malaysia, transportation infrastructure spending increased from RM12,800.0
million in 2020 to RM17,600.0 million in 2025, specifically for transportation infrastructure projects,
including bridge engineering projects. Additionally, the allocation of such significant funds is part of
the Malaysian government’s broader efforts to improve transport links, which includes the development
of new bridges to ensure they meet growing traffic demands. The National Transport Policy 2019−2030
underscores the strategic importance of transportation infrastructure in driving economic growth and
enhancing regional connectivity. It supports the Malaysian government’s continued investment in key
projects, including the construction of bridges. With these increased investments, bridge engineering
projects across the nation are expected to witness accelerated growth.
Special local topography. Malaysia’s unique topography and geographical setting necessitate a
high reliance on bridge engineering. The country is composed of two main regions: Peninsular Malaysia
and East Malaysia, along with several coastal islands such as Penang, Langkawi, and Labuan. Numerous
major rivers, such as the Klang River, Pahang River and Kelantan River traverse densely economic areas
including Kuala Lumpur and Petaling Jaya. Additionally, the mountainous and hilly terrain across
Malaysia’s East Coast and the Borneo region limits traditional highway construction, necessitating the
construction of elevated bridges. The multitude of straits and rivers between Malaysia’s islands restricts
land transportation, making bridges essential for connecting various economic regions. The need for
long-span and specialised bridges is heightened by the country’s complex landscape, making bridge
engineering essential to Malaysia’s transportation network and overall development.
Thriving tourism industry. The thriving tourism industry in Malaysia has led to a significant
increase in foreign visitors, further amplifying the demand for efficient transportation infrastructure. As
international tourism continues to grow, facilitating smooth travel between major cities and tourist
destinations has become a priority. Bridges play a crucial role in this regard, ensuring seamless
connectivity across urban centres, islands, and key tourist spots. Moreover, as bridge infrastructure
continues to develop and mature, it further enhances the tourism experience, especially for
short-distance trips. To promote the country as a more attractive travel destination, Malaysia’s need for
reliable and efficient transport routes, including well-designed bridge infrastructure, is gradually
growing.
INDUSTRY OVERVIEW
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--- page 80 ---
More advanced bridge engineering techniques. The advancement of bridge engineering
techniques has played a pivotal role in enhancing the structural performance, longevity, and efficiency
of bridge engineering in Malaysia. The adoption of innovative materials, such as high-performance
concrete and corrosion-resistant steel, has improved load-bearing capacity and durability, reducing
long-term maintenance costs. Additionally, modern construction methods, including prefabrication,
incremental launching, and cable-stayed designs, have accelerated project timelines and optimised
resource utilisation. As Malaysia continues to modernise its transportation infrastructure, the
integration of advanced bridge engineering techniques is expected to drive further improvements in
construction efficiency, safety, and long-term sustainability.
Trends of the bridge engineering industry in Malaysia
Adopted PPP model. The Malaysian government is positioning the PPP model as the primary
financing mechanism for future large-scale infrastructure projects, including bridge engineering
projects. According to the Public-Private Partnership Master Plan 2030 (PIKAS 2030) released in
September 2024, the Malaysian government aims to mobilise RM78.0 billion in private investment
through the PPP model, with an expected contribution of RM82.0 billion to the national GDP by 2030.
PIKAS 2030 outlines four strategic pillars: enhancing the PPP ecosystem, strengthening coordination
mechanisms, expanding partnership models, and optimising financing structures. This plan offers more
diversified financing and implementation mechanisms for major infrastructure projects such as bridges.
Wider application of smart technology. Malaysia’s bridge engineering sector is accelerating its
shift towards smart transformation, with the extensive application of technologies such as Artificial
Intelligence (AI), Virtual Reality (VR), Building Information Modelling (BIM), drones, and the Internet
of Things (IoT). These innovations aim at enhancing the efficiency and safety of design and
construction, management. AI and VR have improved design accuracy and efficiency, smart
construction management and drone monitoring have streamlined operations and increased on-site
safety, and intelligent sensors along with predictive maintenance systems have strengthened long-term
operational performance of bridge infrastructure.
Deepening environmental awareness. Malaysia’s bridge engineering industry is actively
advancing green engineering solutions, with the government offering tax incentives to high-performing
bridge engineering firms to encourage sustainable development practices. This policy direction has
prompted companies to adopt environmentally friendly materials and technologies throughout the
design and construction phases, enhancing energy efficiency, reducing carbon emissions, and
supporting the industry’s transition towards sustainability. For instance, the Malaysian Green Building
Index (GBI) certification tool provides tax exemptions for projects that meet green building standards.
Projects certified under the GBI are eligible for income tax relief, thereby incentivising bridge
engineering companies to incorporate eco-friendly materials and energy-saving technologies into their
designs and construction practices. This has contributed to the systematic and institutional advancement
of environmental awareness within the Malaysian bridge engineering sector.
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Challenges and threats of the bridge engineering industry in Malaysia
Labour shortage. The Malaysian bridge engineering sector is currently facing the labour shortage,
particularly skilled experts. The number of professionals entering the bridge engineering sectors
remains insufficient to meet the demands. On average, only approximately 5,000 engineers enter the
overall civil engineering sector annually, which is inadequate to support the development of large-scale
bridge engineering projects. This gap highlights a significant mismatch between the supply and demand
in engineering talent and poses constraints on both the growth and technical advancement of the bridge
engineering industry. The bridge engineering sector is often associated with challenging site conditions,
such as prolonged exposure to high temperatures, heavy rainfall, and physically demanding outdoor
environments, which require a great number of talented workers.
Extreme climatic conditions. Malaysia’s bridge construction sector faces significant
climate-related challenges, largely due to the country’s tropical climate, characterised by persistently
high temperatures and humidity. These conditions adversely affect construction efficiency, site safety,
and structural durability. Elevated temperatures contribute to worker fatigue, increasing the risk of
safety incidents, while high humidity compromises the curing process of concrete, raising the likelihood
of structural cracking and potentially delaying project timelines. Humid conditions combined with
salt-laden air, especially in coastal areas, accelerate the corrosion of metal components such as cables,
joints, and supports, undermining the long-term integrity and durability of bridge structures and
necessitating more intensive maintenance. Malaysia is also vulnerable to extreme weather events,
including torrential rainfall, tropical storms, and flash floods, which pose serious safety risks at
construction sites. These include scaffolding instability, flooded foundations, material damage, and
even equipment submersion. Such disruptions not only introduce project uncertainty but also result in
substantial cost escalations.
COMPETITIVE LANDSCAPE OF MALA YSIA’S BRIDGE ENGINEERING INDUSTRY
Overview of competitive landscape of Malaysia’s bridge engineering industry
In Malaysia’s bridge engineering industry, contractors are required to obtain a Contractor
Registration Certificate issued by the CIDB, which adopts a seven-tier classification system from G1 to
G7. As at 31 December 2024, approximately 2,000 companies in Malaysia’s bridge engineering sector
had been certified at the highest G7 grade. Despite the large number of certified firms, fewer than 30
bridge engineering subcontractors in Malaysia were actively engaged in bridge engineering projects as
at the end of 2024.
Furthermore, subcontracting is integral to Malaysia’s bridge engineering. In 2024, the majority of
bridge engineering projects were executed through subcontracting arrangements, a trend that is likely to
continue its upward trajectory. This highlights the pivotal role of subcontractors within the industry.
Some subcontractors further outsource specific structural components such as beams, bearings, and
formwork from specialised firms, which typically act as suppliers or service providers for targeted tasks
within the overall bridge engineering process. These specialised firms are often rated below CIDB G5
under CIDB’s contractor grading system, indicating that they lack the qualifications or financial
capacity to undertake full bridge packages independently. Instead, they primarily serve a supporting
role in providing specific structural components or skilled services within a larger contract.
Additionally, the Malaysian government has introduced a series of policies and initiatives designed to
support local subcontractors. Their in-depth knowledge of local terrain and well-established
communication networks within Malaysia’s supply chain enable them to deliver projects successfully,
making them highly favoured by project owners.
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Only few companies in Malaysia are active in both bridge engineering and flood mitigation
projects. The two sectors offer significant operational synergies. Techniques used in flood mitigation
(such as early-stage planning, site investigation, and water flow modeling) can enhance the safety and
efficiency of bridge foundation design. Both sectors also require an understanding of terrain, soil, and
water behaviour, enabling shared engineering insights and more integrated project delivery. As the
Malaysian government’s investment in climate resilience grows, particularly through national flood
mitigation initiatives, some of Malaysia’s top bridge engineering contractors are beginning to leverage
their expertise to expand into this emerging space for long-term infrastructure opportunities.
SME Competitiveness Rating for Enhancement (“ SCORE ”), a government initiative which aims to
assess and improve the competitiveness of Small and Medium Enterprises (SME), provides tiered
support based on star ratings: enterprises rated 0 to 2 stars receive basic advisory services; 3-star
enterprises benefit from improvement recommendations and capacity-building programmes; while those
rated 4 stars and above are eligible for market expansion support, export promotion, and international
business matching services. As of 2024, less than 100 companies in Malaysia have achieved 4-star or
5-star ratings under the SCORE framework. The number of 5-star rated enterprises remains relatively
limited, with the figure was approximately 20, most of which demonstrating strong international
competitiveness.
Ranking of Malaysia’s bridge engineering subcontractors
The bridge engineering and transportation infrastructure engineering markets under the civil
engineering industry in Malaysia are relatively scattered. In the bridge engineering market,
subcontractors play a crucial role in Malaysia. The market size of Malaysia’s bridge engineering in
terms of subcontractor’s revenue reached RM4.9 billion in 2024. In 2024, our Company ranked as the
tenth largest bridge engineering subcontractor in Malaysia in terms of bridge engineering revenue, with
its revenue amounted to approximately RM123.2 million and its market share of approximately 2.5%.
1 284.3 5.8%
2 253.0 5.2%
3 235.3 4.8%
4 189.2 3.9%
5 185.3 3.8%
6 178.7 3.6%
7 165.6 3.4%
8 150.3 3.1%
9 130.4 2.7%
10 123.2 2.5%
Rank Headquarter Company Revenue, RM million Market share
Company A¹
Company B²
Company C³
Company D
Company E
Company F
Company G
Company H
Company I
Our Company
Kuala Lumpur
Selangor
Kuala Lumpur
Kuala Lumpur
Selangor
Kuala Lumpur
Kuala Lumpur
Kuala Lumpur
Johor
Selan
gor
Ranking of bridge engineering subcontractors in Malaysia, in terms of bridge engineering revenue, 2024
4
5
6
7
8
9
10
Source: CIC Report
Notes:
The figures of the table have been rounded up to one decimal place.
1. A private company established in 2004 and headquartered in Kuala Lumpur. It has achieved, and continues to
maintain, CIDB G7 status and a 5-star SCORE rating. In 2024, its core businesses include bridge engineering,
highway and road engineering, transit systems, airports and urban buildings construction.
2. A private company established in 1986 and headquartered in Selangor. It has achieved CIDB G7 status and 3-star
SCORE rating. In 2024, its core businesses cover bridge engineering, including flyovers, overpasses and
viaducts.
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3. A private company established in 1995 and headquartered in Kuala Lumpur. It has achieved CIDB G7 status and
5-star SCORE rating. In 2024, its core businesses cover bridge engineering, highway engineering, and high-rise
buildings construction.
4. A private company established in 1986 and headquartered in Kuala Lumpur. It has achieved CIDB G7 status and
3-star SCORE rating. In 2024, its core businesses cover bridge engineering, highway and road engineering,
public works and institutional building construction.
5. A private company established in 2010 and headquartered in Selangor. It has achieved CIDB G7 status and 4-star
SCORE rating. In 2024, its core businesses cover bridge engineering, highway engineering and railway
engineering which contains urban transit.
6. A private company established in 1982 and headquartered in Kuala Lumpur. It has achieved CIDB G7 status and
3-star SCORE rating. In 2024, its core businesses cover bridge engineering, highway engineering, docks and
public works construction, which also provides service in machinery and engineering.
7. A private company established in 1985 and commenced its operations in September 1989 and headquartered in
Kuala Lumpur. It has achieved CIDB G7 status and 4-star SCORE rating. In 2024, its core businesses cover
bridge engineering, highway engineering and railway engineering which contains urban transit.
8. A private company established in 1986 and headquartered in Kuala Lumpur. It has achieved CIDB G7 status and
5-star SCORE rating. In 2024, its core businesses cover bridge engineering, highway engineering, road
engineering, earthworks, building engineering and flood mitigation.
9. A private company established in 2003 and headquartered in Johor. It has achieved CIDB G7 status and 3-star
SCORE rating. In 2024, its core businesses cover bridge engineering and reservoir engineering.
10. A private company established in 2001 and headquartered in Selangor. It is registered with G7 status, 3-star
SCORE rating with CIDB. In 2024, the Company specialises in bridge engineering, complemented by synergistic
operations in flood mitigation engineering. Its main projects include Duta − Ulu Kelang Expressway and Central
Spine Road, etc.
Entry barriers of Malaysia’s bridge engineering industry
Strong financial strength. Due to the capital-intensive nature of transportation infrastructure
projects involving the provision of bridge engineering services, significant upfront investment is
required for equipment procurement, construction machinery, labour recruitment, design preparation,
and bid bonds. In addition, long payment cycles in a project often result in financial pressure on bridge
engineering subcontractors, which include pre-finance construction activities. Large-scale bridge
projects typically involve the use of high-cost specialised equipment such as movable formwork
systems, scaffolding and support tower cranes, and concrete pump trucks, alongside the ongoing
payment of high wages for technical personnel, rental of general machineries, and skilled workers.
Contractors generally experience net cash outflows because of project upfront costs at the early stage of
a project; and issuance of performance and/or advance payment bonds. While the nature and quantum of
project upfront costs incurred varies from project to project, the amount of upfront costs incurred for
transportation infrastructure engineering projects in Malaysia may represent approximately over 5% of
the contract sum and may vary depending on the size and the duration of the project, the payment
practice of different contractors and the relationship between the relevant parties involved. New market
entrants without sufficient cash flow or stable financing channels may struggle to cover substantial
start-up and operational costs, exposing them to liquidity constraints, project delays, or even failure to
meet contractual obligations. Hence, a bridge engineering subcontractor’s financial capacity not only
determines its ability to execute projects effectively but also directly influences its eligibility for market
participation.
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Strict certification and qualification. In Malaysia, companies engaged in bridge engineering must
obtain the appropriate grade of licence (G1−G7, with G7 being the highest) from CIDB, meeting
requirements for financial capacity, technical expertise and project experience. Companies typically
require ISO 9001 Quality Management System (QMS) certification, Occupational Safety and Health
(OSH) compliance documentation, and Environmental Impact Assessment (EIA) approval for major
projects. When participating in government projects, contractors must comply with local tendering
regulations including publishing notices in designated media. This comprehensive licensing and
certification system ensures the quality, safety and regulatory compliance of bridge engineering projects
in Malaysia.
Well-established track record and credibility. A well-established track record and widely
recognised projects are key sources of client confidence in a company’s ability to execute projects. A
company’s performance in past projects directly influences its competitiveness in future bidding,
especially for complex projects like bridges, where clients place significant emphasis on the
contractor’s ability to manage safety, environmental concerns, and project timelines. Companies with a
strong track record are often able to offer higher reliability and gain more trust. However, for new
entrants, building such a track record typically takes years, accumulating experience through
participation in smaller or relatively simpler projects. As a result, new companies often face significant
challenges in gaining client’s trust and recognition, and lacking strong project references can put them
at a disadvantage when competing for high-standard bridge engineering projects.
Sophisticated expertise. The complex technical expertise required in the bridge engineering
industry constitutes one of its key entry barriers. Bridge engineering projects involve highly specialised
fields such as structural design, geotechnical analysis, construction methodologies, and material
selection, demanding multidisciplinary integration and precise technical control. Companies must
assemble a high-calibre team such as structural engineers, geotechnical specialists, and safety
management personnel, most of whom are expected to possess years of practical experience and
relevant professional certifications. For new entrants, it is particularly challenging to recruit a fully
qualified team and gain sufficient hands-on project experience in the short term. The new entrants may
lack the capability to manage complex site conditions, technical decision-making, and construction
coordination effectively. The high level of specialised knowledge required poses barriers to entry in
terms of organisational capacity, talent acquisition, and project execution readiness.
Key success factors of Malaysia’s bridge engineering industry
In-depth local market knowledge. Understanding of the local market is one of the key success
factors in Malaysia’s bridge engineering industry. Malaysia features diverse terrain, with East Malaysia
characterised by tropical rainforests, an extensive network of rivers, and soft soil foundations, all of
which contribute to pronounced geological instability. In these regions, bridge foundations typically
require deep piling systems, with piles driven over 20 metres deep into load-bearing strata to ensure
structural stability. Traditional shallow foundation designs are inadequate in these settings, as they
cannot withstand long-term loading or seasonal ground settlement. Companies with local knowledge are
better positioned to manage engineering risks and enhance project quality by selecting appropriate
locations, adopting deep piling foundation designs, and optimising construction schedules.
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A comprehensive and strong construction capability. With the rapid development of large-scale
infrastructure projects in Malaysia, bridge engineering places increasingly high demands on
contractors’ construction capabilities. Companies offering comprehensive construction services,
encompassing geotechnical investigation, piling works, structural erection, deck surfacing, and drainage
systems, are better positioned to deliver integrated solutions that enhance project efficiency, shorten
timelines, and reduce coordination risks. In the ECRL project, the route passes through mountainous
terrain, swamps, and river systems, resulting in complex bridge structures and tight schedules.
Contractors capable of managing prefabrication, deep piling, slope stabilisation, and integrated deck
construction are better equipped to address on-site challenges and maintain continuity of works.
Comprehensive construction capabilities improve technical integration, increase adaptability in
complex project environments, and strengthen contractors’ competitiveness in bridge engineering
market.
Solid relationship with governments. The transportation infrastructure engineering market in
Malaysia is mainly driven by the ongoing and planned major local infrastructure projects. Market
participants which can take part in these major infrastructure projects will enjoy a competitive edge in
the industry. In Malaysia’s bridge engineering industry, as large-scale infrastructure investment
continues to be driven predominantly by the government, competition among contractors has become
increasingly intense. Establishing strong relationships with government bodies has emerged as a critical
factor in securing market share and accessing high-value projects. Many bridge initiatives, such as
nationally strategic railways, inter-state highway networks, and rural-urban connectivity bridges, are
typically led by Malaysian federal or state governments. Companies that maintain close communication
with government agencies, possess a strong understanding of policy directions, and respond promptly to
evolving technical standards are more likely to succeed during the tendering process. A strong
governmental relationship can also help accelerate approval procedures, facilitate land acquisition, and
improve coordination with local authorities, ultimately enhancing overall project delivery efficiency.
Efficient project management and emergency response capabilities. In Malaysia’s bridge
engineering industry, exceptional project management and execution capability are core competitive
advantages for success in complex project environments. Many bridge engineering projects face
challenges such as variable terrain, adverse weather conditions, land acquisition difficulties, and the
need for interagency coordination. Without a systematic project management framework, these factors
can easily lead to delays, budget overruns, and resource inefficiencies. Effective project management
ensures that each phase progresses in an organised manner and enables prompt adjustments to plans in
response to unforeseen events such as flooding, foundation collapse, or construction conflicts.
Scientifically structured scheduling, transparent progress tracking, and rational resource allocation
further enhance client’s satisfaction and improve overall project control and deliverability.
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OVERVIEW OF MALA YSIA’S FLOOD MITIGATION INDUSTRY
As a part of the hydraulic engineering segment, the flood mitigation refers to dredging operations
aimed at clearing silt and sediment from rivers and waterways, thereby improving navigability,
enhancing flood resilience, and supporting land reclamation efforts.
Malaysia’s coastal geography, characterised by low-lying areas, makes it particularly vulnerable to
flooding, especially during monsoon seasons. The tropical rainforest climate in Malaysia is strongly
influenced by maritime conditions, leading to high and increasing annual rainfall. Since 2020,
Malaysia’s average precipitation has shown an upward trend, rising from 3,040.0 millimeters in 2020 to
3,490.0 millimeters in 2022 – the highest in nearly a decade – despite a slight dip to 3,085.5 millimeters
in 2024 due to a shift in monsoon patterns and a delayed onset of the northeast monsoon season. The
extreme of rainfall has prompted the Malaysian government to place greater emphasis on flood
mitigation infrastructure in recent years. Malaysia’s vulnerability to flooding, especially during
monsoon seasons, has led the government to prioritise investment in flood resilience infrastructure. To
enhance flood resilience, the Malaysian government is expected to invest heavily in flood mitigation
projects. For example, the Malaysian government has allocated RM3.0 billion in the Malaysia’s 2025
National Budget to initiate key flood mitigation projects implementing 12 major flood mitigation
programmes. These include the flood mitigation works along the Sungai Damansara in Selangor, the
Sungai Likas in Kota Kinabalu, Sabah, and the Sungai Triang in Bera, Pahang, among others. This
investment aims to accelerate the progress of flood mitigation efforts across the industry, ensuring the
nation’s hydraulic security. In 2024, Malaysia’s flood mitigation market size, measured by main
contractor’s revenue, reached RM1.2 billion and is projected to expand to RM1.9 billion by 2029, with a
CAGR of approximately 9.0% from 2024 to 2029.
0
2
1 0.9 0.7 0.9 1.1 1.2 1.4 1.5 1.6 1.8 1.9
Market size of ﬂood mitigation, in terms of main contractor’s revenue, Malaysia, 2020–2029E
RM in billion 2020–2024CAGR 2024–2029E
Flood mitigation 9.6% 9.0%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Source: Department of Statistics Malaysia, CIC Report
Note: The figures of the chart have been rounded up to one decimal place.
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LA WS AND REGULATIONS IN MALA YSIA
The following is an overview of the material laws and regulations that are relevant to the business
operations of our subsidiary in Malaysia:
Laws and regulations relating to construction activities in Malaysia
Lembaga Pembangunan Industri Pembinaan Malaysia Act 1994
The Lembaga Pembangunan Industri Pembinaan Malaysia Act 1994 (Construction Industry
Development Board Act Malaysia 1994 or “ CIDB Act ”) which applies throughout Malaysia, regulates
the establishment of the Lembaga Pembangunan Industri Pembinaan Malaysia, or Construction Industry
Development Board (“ CIDB ”), and provides for its function relating to the construction industry and
for matters connected therewith.
Pursuant to the CIDB Act, a contractor means a person who carries out or completes or undertakes
to carry out or complete any construction works and for the purpose of the CIDB Act, any person who
has been awarded or executed any contract for construction works, or has undertaken to carry out,
manage or complete any construction works, or has carried out, managed or completed any construction
works, shall be deemed to be a contractor unless proven otherwise.
Under the CIDB Act, “construction works” means the construction, extension, installation, repair,
maintenance, renewal, removal, renovation, alteration, dismantling, or demolition of:
(a) any building, erection, edifice, structure, wall, fence or chimney, whether constructed wholly
or partly above or below ground level;
(b) any road, harbour works, railway, cableway, canal or aerodrome;
(c) any drainage, irrigation or river control works;
(d) any electrical, mechanical, water, gas, petrochemical or telecommunication works; or
(e) any bridge, viaduct, dam, reservoir, earthworks, pipeline, sewer, aqueduct, culvert, drive,
shaft, tunnel or reclamation works,
and includes –
(A) any works which form an important and integral part of or are preparatory to or temporary
for the works described in (a)−(e) above, including site clearance, soil investigation and
improvement, earth-moving, excavation, laying of foundation, site restoration and
landscaping; or
(B) procurement of construction materials, equipment or workers, necessarily required for any
work described in (a)−(e) above.
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In Malaysia, a contractor must register with the CIDB and hold a valid certificate of registration
issued by the CIDB under the CIDB Act in order to carry out or complete or undertake to carry out or
complete any construction work or hold himself/herself out as a contractor. Failure to register with the
CIDB constitutes an offence and on conviction, the party in breach of the CIDB Act may be liable to a
fine of not less than RM10,000 but not more than RM100,000.
Every contractor, whether registered under CIDB Act or not, is subject to the CIDB Act.
Pursuant to Sections 30(1) and 30(1A) of the CIDB Act, where the CIDB finds that construction
works are being carried out or completed, or undertaken to be carried out or completed by any person
who is not registered with CIDB under the CIDB Act or by a registered contractor in contravention of
any provision of the CIDB Act, the CIDB may by notice in writing served on him/her require him/her to
abstain from commencing or proceeding with the construction works or from undertaking to carry out or
complete the construction works, with or without conditions.
Failure to comply with Sections 30(1) and 30(1A) of the CIDB Act constitutes an offence and on
conviction, the party in breach of the CIDB Act shall be liable to a fine not exceeding RM5,000 and in
the case of a continuing offence, to a fine not exceeding RM1,000 for every day or part of a day during
which the offence continues after conviction.
According to the Contractor Registration Requirements and Procedures Handbook issued by the
CIDB in July 2018, the certification of registration issued by the CIDB is valid for a minimum period of
one year and a maximum term not exceeding three years, unless cancelled, suspended or revoked earlier
by the CIDB. There are four categories of registrations, namely building construction, civil engineering,
mechanical and electrical and facilities. The scope of registration may further be classified into the
following seven grades with each grade having different tendering capacity:
Grade Tendering capacity
Paid-up capital
requirement Personnel technical requirement
(RM)
G1 Not exceeding
RM200,000
5,000/10,000
(Certificate of
Government
Procurement
Works, SPKK (as
defined below))
One technical certificate holder in
construction-related fields (if any)
G2 Not exceeding
RM500,000
25,000 One technical certificate holder in
construction-related fields (if any)
G3 Not exceeding
RM1.0 million
50,000 One technical certificate holder in
construction-related fields (if any)
G4 Not exceeding
RM3.0 million
150,000 One diploma holder in
construction-related fields
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Grade Tendering capacity
Paid-up capital
requirement Personnel technical requirement
(RM)
G5 Not exceeding
RM5.0 million
250,000 One diploma holder in
construction-related fields (with a
minimum of five years of experience
in construction works) or one degree
holder in construction-related fields
(with a minimum of one year of
experience in construction works)
G6 Not exceeding
RM10.0 million
500,000 One degree holder in
construction-related fields and one
diploma holder in construction-related
fields, where one of the holders must
possess a minimum of three years of
experience in construction works
G7 No limit 750,000 One degree holder in
construction-related fields and one
diploma holder in construction-related
fields where both holders must
possess a minimum of five years of
experience in construction works; or
Two degree holders in
construction-related fields, where one
of the holders must possess a
minimum of five years of experience
in construction works
Pursuant to Section 34(1) of the CIDB Act, every contractor shall declare and submit to the CIDB,
in the manner as may be prescribed by the CIDB, any contract which he/she has been awarded on any
construction works. For every contract referred to in Section 34(1) of the CIDB Act, whether stamped or
not, having a contract sum of above RM500,000, the contractor shall be liable to pay to the CIDB a levy
calculated at the rate of 0.125 per centum of the contract sum. Where a contractor fails to pay any levy
due within the prescribed period by the CIDB, the contractor shall be guilty of an offence and shall, on
conviction, be liable to a fine not exceeding RM50,000 or four times the amount of such levy payable,
whichever is higher.
There is also a certificate issued by the CIDB known as “sijil perolehan kerja kerajaan” or
Certificate of Government Procurement Works (“ SPKK ”) whereby construction companies holding the
said certificate are eligible to participate in any government projects based on their qualifications.
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In addition, contractors with a “sijil taraf bumiputera kontraktor kerja” or Bumiputera Work
Contractor Status Certificate (“ STB ”) issued by the Ministry of Entrepreneur Development and
Cooperatives Malaysia are able to tender for any government projects which are designated for the
companies with a STB.
Construction Industry Payment and Adjudication Act 2012
The Construction Industry Payment and Adjudication Act 2012 (“ CIPAA ”) facilitates regular and
timely construction industry payments, provides a mechanism for speedy dispute resolution through
adjudication and provides remedies for the recovery of payment in the construction industry and matters
incidental thereto.
The CIPAA applies to every construction contract made in writing relating to construction work
carried out wholly or partly within the territory of Malaysia, including a construction contract entered
into by the Malaysian Government. The CIPAA does not apply to construction contract entered into by a
natural person for any construction work in respect of any building which is less than four storeys high
and which is wholly intended for his/her occupation.
Land Public Transport Act 2010
Pursuant to Section 51(1) of Land Public Transport Act 2010 (“ LPTA 2010 ”), no person shall
operate or provide a goods vehicle service using a class of goods vehicles for the carriage of goods for
hire or reward or for or in connection with any trade or business unless he holds an operator’s license.
Pursuant to Section 51(2) of the LPTA 2010, a person would be deemed to be operating or
providing a goods vehicle service if he/she uses or drives the goods vehicle himself/herself or employs
one or more persons to use or drive the same to operate or provide a goods vehicle service, and he/she
either owns the said goods vehicle or he/she is responsible under any form of arrangement with the
owner or lessor of the goods vehicle to manage, maintain or operate such goods vehicle.
Section 51(7) of the LPTA 2010 also provides that a company or corporation which contravenes
Section 51(1) of the LPTA 2010 commits an offence and shall, on conviction, be liable to a fine not
exceeding RM200,000.
Financial Procedure Act 1957 (Revised 1972)
The Financial Procedure Act 1957 (“ FPA 1957 ”) provides for the control and management of the
public finances of Malaysia, and for financial and accounting procedure, including procedure for the
collection, custody and payment of the public moneys of the Federation and of the States, and the
purchase, custody and disposal of public property, other than land, of the Federation and of the States
and for matters connected therewith.
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The FPA 1957 must be read together with Paragraph 178A of the Treasury’s Direction (Arahan
Perbendaharaan), Paragraphs 1.1 and 1.2 of Treasury Circular (1 Pekeliling Perbendaharaan (“ 1PP ”)
and Government Procurement (Perolehan Kerajaan (“ PK”)) PK 5, and Paragraph 3(ii) of Treasury
Circular PK 8 which stipulated that all companies that wish to do business with the Malaysian
Government must be registered with the Ministry of Finance (“ MOF ”).
According to Paragraphs 4.1.1(b) and 3.8 of the Guide for Account Registration MOF for the
procurements of supplies and services including consulting firms (version 2) issued in January 2023 by
MOF, renewal of the MOF account registration must be made not less than three months before the date
of expiration, otherwise, the MOF account will be automatically terminated if the company does not
apply for renewal for a period more than one year from the date of expiration, which may result in the
company not being able to participate in government procurement.
Pursuant to the Paragraphs 1 and 2 of Treasury Circular PK 8 in relation to the disciplinary actions
against the company in government procurement, the MOF has the right to take disciplinary action or
impose penalties such as issuance of warning letters; cancellation of approved field code; suspension of
registration with the MOF for a period up to five years and prohibition from receiving/participating in
future tender/quotation; cancellation of registration with the MOF for a maximum period of up to five
years and removal from the MOF registration record; and blacklisting owner or board member of the
company for a period of up to five years, if the following events occur, but not limited to:
(a) violation of terms of the registration by falsifying or altering information or documents;
(b) allowing registration certificate to be used by other designated individuals or companies;
(c) failing to update the company’s information regarding registrations with the MOF;
(d) not cooperating with respective authorities on matters regarding registrations with the MOF;
(e) violation of tender or contractual terms;
(f) withdrawing from tender or quotation process after the closure of the tender or quotation;
(g) collaborating tender/quotation price with another company;
(h) assigning awarded contract to other company;
(i) failing to comply with the contractual obligations; and
(j) criminal offences such as bribery, fraud and breach of trust or civil conviction such as
imposition of judgment debt, bankruptcy, receivership or liquidation order.
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Licensing and Permit Requirements
Business License under local laws
In Malaysia, a private limited company may commence business operations upon registration for
incorporation under the Companies Act 2016 (“ CA 2016 ”). Following its registration for incorporation,
the company shall obtain a business premise license for each operating premise from the relevant local
authority which was empowered under the Local Government Act 1976 (“ LGA 1976 ”).
The LGA 1976 empowers every local authority to, amongst others, grant license or permit for any
trade, occupation or premises. In exercising its powers under Section 102 of the LGA 1976, the local
authorities are further empowered to pass their own by-laws. BBSB Holdings is running its business in
several district in Malaysia and therefore it is a requirement for its operating premises to obtain a
business license from the local authority.
Laws and regulations in relation to Labour, Health and Safety
Occupational Safety and Health Act 1994
The Occupational Safety and Health Act 1994 (“ OSHA 1994” ) provides provisions for securing
the safety, health and welfare of persons at work, for protecting others against risks to safety or health
in connection with the activities of persons at work and for matters connected therewith and applies
throughout Malaysia to the industries specified in the OSHA 1994.
Pursuant to Section 15 of the OSHA 1994, every employer has a duty to ensure, so far as is
practicable, the safety, health and welfare at work of all their employees by (including but without
limitation):
(a) the provision and maintenance of plant and systems of work that are, so far as is practicable,
safe and without risks to health;
(b) the making of arrangements for ensuring, so far as is practicable, safety and absence of risks
to health in connection with the use or operation, handling, storage and transport of plant and
substances;
(c) the provision of such information, instruction, training and supervision as is necessary to
ensure, so far as is practicable, the safety and health at work of his employees;
(d) so far as is practicable, as regards any place of work under the control of the employer, the
maintenance of it in a condition that is safe and without risks to health and the provision and
maintenance of the means of access to and egress from it that are safe and without such risks;
(e) the provision and maintenance of a working environment for his employees that is, so far as
is practicable, safe, without risks to health, and adequate as regards facilities for their
welfare at work; and
(f) the development and implementation of procedures for dealing with emergencies that may
arise while the persons are at work.
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Pursuant to Section 18A(1) of the OSHA 1994, it shall be the duty of every principal to take, so far
as is practicable, such measures as are necessary to ensure the safety and health of:
(a) any contractor engaged by the principal when at work;
(b) any subcontractor or indirect subcontractor when at work; and
(c) any employee employed by such contractor or subcontractor when at work.
For the purpose of this section, “subcontractor” means any person who contracts with a contractor
for the execution by or under the subcontractor of the whole or any part of any work undertaken by the
contractor for his/her principal, and includes any person who contracts with a subcontractor to carry out
the whole or any part of any work undertaken by the subcontractor for a contractor.
Pursuant to Section 18A(3) of the OSHA 1994, the measures necessary to ensure the safety and
health of the persons at work include:
(a) the provision and maintenance of plant and systems of work that are, so far as is practicable,
safe and without risk to health;
(b) the making of arrangements including the allocation of sufficient time, budget and other
resources for ensuring, so far as is practicable, safety and absence of risks to health in
connection with construction work activities, use or operation, handling, storage or transport
of plant and substances;
(c) the provision of such information, instruction, training and supervision as is necessary to
ensure, so far as is practicable, the safety and health of the persons at work;
(d) so far as is practicable, as regards to any place of work under the control of the principal, the
maintenance of the place of work in a condition that is safe and without risks to health and
the provision and maintenance of the means of access to and egress from it that are safe and
without such risks;
(e) the provision and maintenance of a working environment for the persons at work that is, so
far as is practicable, safe and without risks to health; and
(f) the development and implementation of procedures for dealing with emergencies that may
arise while the persons are at work.
Pursuant to Section 18A(4) of the OSHA 1994, it shall be the duty of every principal to take, so far
as is practicable, necessary measures to ensure the safety and health of persons, other than a person
referred to under Section 18A(1) of the OSHA 1994 stated above, working under the principal’s
direction, who may be affected by any undertaking carried on by him/her at the place of work.
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Pursuant to Section 18A(5) of the OSHA 1994, it shall be the duty of every principal, in the
prescribed circumstances and in the prescribed manner, to give to persons, other than a person referred
to under Section 18A(1) of the OSHA 1994 stated above, working under the principal’s direction, the
prescribed information on such aspects of the manner in which he/she conducts his/her undertaking as
might affect their safety or health.
Pursuant to Section 19 of the OSHA 1994, a person who contravenes the provisions of Sections 15
and/or 18A of the OSHA 1994 constitute an offence and on conviction the person shall be liable to a
fine not exceeding RM500,000 or to imprisonment for a term not exceeding two years or to both.
The Department of Occupational Safety and Health (“ DOSH ”) officer may also issue (i) an
improvement notice against any non-compliance of the OSHA 1994; or (ii) a prohibition notice against
an employer if in general an activity is undertaken at the workplace may create an immediate danger to
life or property. Failure to comply with such notice without reasonable excuse constitutes an offence
and shall on conviction, be liable to a fine not exceeding RM500,000 or to imprisonment for a term not
exceeding two years or to both, and to a further fine of RM2,000 for each day during which the offence
continues.
The Factories and Machinery Act 1967 (“ FMA 1967 ”) and the Factories and Machinery
(Notification, Certificate of Fitness and Inspection) Regulations 1970 (“ FMR 1970 ”) provide for the
control of factories with respect to, inter alia, the matters relating to safety, health and welfare of person
therein. The FMA 1967 also provides that no person shall operate or cause or permit to operate any
machinery in respect of which a certificate of fitness is prescribed, unless there is in force in relation to
the operation of the machinery a valid certificate of fitness issued under the FMA 1967.
Any person who operates any machinery without a certificate of fitness shall be guilty of an
offence and shall, on conviction, be liable to a fine not exceeding RM150,000 or to imprisonment for a
term not exceeding three years or to both.
It is provided under the FMA 1967 that any contravention under the FMA 1967, the occupier of a
factory or the owner (as the case may be) shall be guilty of an offence. However, if it is proved to the
satisfaction of a court that a contravention of the FMA 1967 has been committed by any person other
than the occupier or owner of the factory or machinery in respect of which the contravention has been
committed, the owner or the occupier as the case may be shall also be held to be liable for that
contravention and to the penalty provided therefore, unless he/she shall prove to the satisfaction of the
court that the same was committed without his knowledge or consent and that he had taken all the
reasonable means to prevent the same and to ensure the observance of the FMA 1967.
The Factories and Machinery (Repeal) Act 2022 (“ FMA ”) was passed on 16 March 2022 and have
taken effect on 1 June 2024. From 1 June 2024, the relevant provisions of the repealed FMA 1967, in
particular provisions relating to inspection of machineries, will be consolidated (with changes) into the
amendment to the OSHA 1994.
The requirements for certificate of fitness before the installation and operation of any prescribed
plant under the OSHA 1994 essentially mirrors the fitness certification of prescribed machineries under
the FMA 1967 and the FMA.
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Section 27D(1) of the OSHA 1994 provides that no person shall operate or cause or permit to be
operated any plant prescribed as plant requiring certificate of fitness unless the plant has a certificate of
fitness issued by an officer or a licensed person. According to Section 3 of the OSHA 1994, plant
includes any machinery, equipment, appliance, implement or tool, any component thereof and anything
fitted, connected or appurtenant thereto.
Pursuant to Regulation 3 of the Occupational Safety and Health (Plant Requiring Certificate of
Fitness) Regulations 2024, the following plants are prescribed as plants requiring certificate of fitness:
(a) steam boiler;
(b) pressure vessel; and
(c) lifting machinery.
Any person who contravenes Section 27D(1) of the OSHA 1994 shall be guilty of an offence and
shall, on conviction, be liable to a fine not exceeding RM100,000 or to imprisonment for a term not
exceeding one year or to both.
Furthermore, Section 31A(2) of the OSHA 1994 provides that the employer of any person required
to attend any training course under Section 31A(1) of the OSHA 1994 shall ensure that the person has
completed such training course before allowing that person to perform any work for which the training
is required. Failure to do so constitutes an offence, and upon conviction, the employer shall be liable to
a fine not exceeding RM50,000 or imprisonment for a term not exceeding six months, or both.
Laws and regulations in relation to environmental protection in Malaysia
Water Services Industry Act 2006
The Water Services Industry Act 2006 (“ WSIA 2006 ”) establishes a regulatory framework for the
water supply services and sewerage services in Malaysia, including the licensing and operation of water
supply and sewerage services providers.
Pursuant to Section 2 of the WSIA 2006, “water supply services” means the treatment of water
abstracted from watercourses and the distribution and supply of treated water to consumers and includes
the operation and maintenance of the water supply system and “sewerage services” means the
collection, conveyance, treatment and disposal of sewage or sewage sludge, and includes the operation
and maintenance of a sewerage system and the desludging of septic tanks.
The Suruhanjaya Perkhidmatan Air Negara Act 2006 establishes the National Water Services
Commission (Suruhanjaya Perkhidmatan Air Negara) (“ SPAN”), the regulatory body responsible for
supervising and regulating the water supply and sewerage services in Peninsular Malaysia and Federal
Territories of Putrajaya and Labuan. The SPAN regulates all entities in the water supply and sewerage
services industry including public and private water supply and sewerage services operators, water
supply and sewerage contractors, permit holders and suppliers of water and sewerage products and they
sets standards for service providers in the industry.
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Pursuant to Section 45(1) of the WSIA 2006, no person shall construct, alter, modify, disconnect
or close up a water supply system, sewerage system, septic tank, individual internal sewerage piping or
common internal sewerage piping unless the relevant plans or specifications which requires the approval
of the SPAN have first been approved in writing by the SPAN. Section 45(3) of the WSIA 2006
stipulates that a person seeking the approval of the SPAN under Section 45(1) of the WSIA 2006 shall
submit to the SPAN such information and document in a form and manner and within the time as may be
provided in the rules made under Section 180 of the WSIA 2006. Failure to comply with the same will
result in the person’s application for approval be deemed to be withdrawn without affecting the person’s
right to submit a fresh application.
Section 45(7) of the WSIA 2006 provided that a person who-
(a) constructs, alters, modifies, disconnects or closes up a water supply system, sewerage
system, septic tank, individual internal sewerage piping or common internal sewerage piping
without the plans and specifications which are required to be approved by the SPAN being
first approved in writing by the SPAN;
(b) constructs, alters, modifies, disconnects or closes up any water supply system, sewerage
system, septic tank, individual internal sewerage piping or common internal sewerage piping
not in accordance with approved plans and specifications; or
(c) makes any alteration to approved plans and specifications for the water supply system,
sewerage system, septic tank, individual internal sewerage piping or common internal
sewerage piping otherwise than in accordance with the WSIA 2006 or its subsidiary
legislation,
commits an offence and shall, on conviction, be liable to a fine not exceeding RM500,000 or to
imprisonment for a term not exceeding five years or to both; and he/she shall alter the water supply
system, sewerage system, septic tank, individual internal sewerage piping or common internal sewerage
piping so as to comply with the approved plans and specifications.
Pursuant to Section 45(8) of the WSIA 2006, if the SPAN is satisfied that any person has
committed any of the offences under Section 45(7) of the WSIA 2006, then notwithstanding that the
construction, alteration, modification, disconnection or closure may have been approved under any
written law, the SPAN may-
(a) if the construction, alteration, modification, disconnection or closure has been completed,
direct that person, the owner or management corporation of the land or any combination of
them, within a specified period, to bring the construction, alteration, modification,
disconnection or closure into conformity in the manner as the Commission deems fit or,
where this is not possible, to restore the land as far as possible to the condition it was in
before the construction, alteration, modification, disconnection or closure was commenced;
or
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(b) if the construction, alteration, modification, disconnection or closure has not been
completed, direct that person, the owner or management corporation of the land to
immediately cease the construction, alteration, modification, disconnection or closure works
and comply with such requirement as the Commission deems fit or, where this is not
possible, to restore the land as far as possible to the condition it was in before the
construction, alteration, modification, disconnection or closure was commenced.
Rule 7 of the Water Services Industry (Planning, Design and Construction of Sewerage System
And Septic Tank) Rules 2013 (“ WSIR 2013 ”), the competent person shall apply to the SPAN for the
approval of sewerage planning for sewerage works or septic tank works.
Pursuant to Section 50(1) of the WSIA 2006, subject to such exemptions as may be specified by
the SPAN, no person shall without a written permit issued by the SPAN:–
(a) carry out any construction, connection, modifications or repairs to water pipes and water
fittings which convey or will convey water from the public mains;
(b) carry out any works necessary to connect a private connection pipe to a sewer or sewage
treatment works;
(c) construct, install or modify any part of a water supply system or sewerage system;
(d) carry out maintenance services for a water supply system or a sewerage system but does not
involve the operation of such systems; or
(e) undertake, provide or make available sewerage desludging services or any other sewerage
services.
Section 50(2) of the WSIA 2006 provides that any person who fails to comply with Section 50(1)
of the WSIA 2006 commits an offence and shall, on conviction, be liable to a fine not exceeding
RM300,000 or to imprisonment for a term not exceeding three years or to both.
Section 51 of the WSIA 2006 provides that all plumbing works (excluding sanitary plumbing),
connection works and any other related works and all future repairs, extensions and alterations of such
works shall only be undertaken in accordance with the WSIA 2006 and its subsidiary legislation.
Environmental Quality Act 1974
The Environmental Quality Act 1974 (“ EQA 1974 ”) relates to the prevention, abatement, control
of pollution and enhancement of the environment and shall apply to the whole of Malaysia.
Pursuant to Section 21 of the EQA 1974, the minister, after consultation with the council, may by
regulations specify the acceptable conditions for the emission, discharge or deposit of environmentally
hazardous substances, pollutants or wastes or the emission of noise into any area, segment or element of
the environment and may set aside any area, segment or element of the environment within which the
emission, discharge or deposit is prohibited or restricted.
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Pursuant to Section 22(1) of the EQA 1974, unless licensed, no person shall emit or discharge any
environmentally hazardous substances, pollutants or wastes into the atmosphere in contravention of the
acceptable conditions specified under Section 21 of the EQA 1974. Any person who contravenes
Section 22(1) of the EQA 1974 shall commits an offence and shall, on conviction, be liable to a fine of
not less than RM10,000 and not exceeding RM1.0 million or to imprisonment for a term not exceeding
five years or to both and shall also be liable to a further fine not exceeding RM1,000 for every day
during which the offence is continued after a notice by the Director General of Environmental Quality
(“Director General of Environmental Quality ”) requiring him/her to cease the act specified therein
has been served upon him/her.
Pursuant to Section 23(1) of the EQA 1974, unless licensed, no person shall emit or cause or
permit to be emitted any noise greater in volume, intensity or quality in contravention of the acceptable
conditions specified under Section 21 of the EQA 1974. Any person who contravenes Section 23(1) of
the EQA 1974 commits an offence and shall, on conviction, be liable to a fine of not less than
RM10,000 and not exceeding RM250,000 or to imprisonment for a term not exceeding five years or to
both, and shall also be liable to a further fine not exceeding RM1,000 for every day during which the
offence continues after a notice by the Director General of Environmental Quality requiring him/her to
cease the act specified therein has been served upon him/her.
Pursuant to Section 24(1) of the EQA 1974, unless licensed, no person shall pollute or cause or
permit to be polluted any soil or surface of any land in contravention of the acceptable conditions
specified under Section 21 of the EQA 1974. Any person who contravenes Section 24(1) of the EQA
1974 commits an offence and shall, on conviction, be liable to a fine of not less than RM50,000 and not
exceeding RM500,000 or to imprisonment for a term not exceeding five years or to both and shall be
liable to a further fine not exceeding RM1,000 for every day during which the offence continues after a
notice by the Director General of Environmental Quality requiring him/her to cease the act specified
therein has been served on him/her.
Pursuant to Section 25(1) of the EQA 1974, unless licensed, no person shall emit, discharge or
deposit any environmentally hazardous substances, pollutants or wastes into any inland waters in
contravention of the acceptable conditions specified under Section 21 of the EQA 1974. Any person
who contravenes Section 25(1) of the EQA 1974 commits an offence and shall, on conviction, be
punished with imprisonment for a term not exceeding five years and shall also be liable to a fine of not
less than RM50,000 and not exceeding RM10.0 million.
Laws and regulations in relation to employment
Employment Act 1955
The Employment Act 1955 (“ EA 1955 ”) regulates all employment related matters including
contracts of service, payment of wages, maternity protection, rest days, hours of work, holidays,
termination, lay-off and retirement benefits, employment of foreign employees and keeping of registers
of employees and applies to Peninsular Malaysia.
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Pursuant to Section 69(1) of the EA 1955, the Director General of Labour appointed under the EA
1955 (“ Director General of Labour ”) may inquire into and decide any dispute between an employee
and his employer in respect of wages or any other payments in cash due to such employee under:
(a) any term of the contract of service between such employee and his employer;
(b) any of the provisions of the EA 1955 or any subsidiary legislation made thereunder; or
(c) the provisions of the Wages Councils Act 1947 or any order made thereunder,
and, in pursuance of such decision, may make an order in the prescribed form for the payment by the
employer of such sum of money as he deems just without limitation of the amount thereof.
Any person who fails to comply with any decision or order of the Director General of Labour
made under Section 69(1) of the EA 1955 commits an offence and shall be liable, on conviction, to a
fine not exceeding RM50,000, and shall also, in the case of a continuing offence, be liable to a daily
fine not exceeding RM1,000 for each day the offence continues after conviction.
The Ministry of Human Resource is responsible for monitoring and ensuring that companies are in
compliance with the EA 1955 and to protect the welfare of employees.
Section 60K of EA 1955 provides that no employer shall employ a foreign employee unless prior
approval has been obtained from the Director General of Labour.
Employment (Restriction) Act 1968 & Immigration Act 1959/1963
The Employment (Restriction) Act 1968 (“ ERA 1968 ”) provides for the restriction of employment
in certain business activities in Malaysia of persons not being citizens and the registration of such
non-citizens and for matters connected therewith. No person shall employ in Malaysia any non-citizen
of Malaysia unless there has been issued in respect of such non-citizen a valid employment permit.
Failure to comply will result in the employer being guilty of an offence who 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, pursuant to Section 17(3) of the ERA 1968, every omission or neglect to comply with,
and every act done or attempted to be done contrary to the ERA 1968 or of 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, if
no penalty is expressly provided, be liable on conviction to a fine not exceeding RM1,000 or to
imprisonment for a term not exceeding six months or to both and, in the case of a continuing offence, to
a further fine not exceeding RM100 a day.
It is further provided in the Section 55B(1) of the Immigration Act 1959/1963 (“ IA”) that 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 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 a imprisonment for a term not exceeding 12
months or to both for each such employee.
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IA provides that if it is proven that the person employed more than five such non-resident
employees without valid entry permit shall on conviction be liable to imprisonment for a term of not
less than six months but not more than five years, and shall also be liable to whipping of not more than
six strokes.
Pursuant to Section 55E(1) of the IA, no occupier shall permit any illegal immigrant to enter or
remain at any premises, failing which, the occupier shall be guilty of an offence and shall, on
conviction, be liable to a fine of not less than RM5,000 and not more than RM30,000 or to
imprisonment for a term not exceeding 12 months or to both for such illegal immigrant found at the
premises and, in the case of a second or subsequent conviction, to a fine of not less than RM10,000 and
not more than RM60,000 or to imprisonment for a term not exceeding two years or to both for each
illegal immigrant found at the premises.
Employees Provident Fund Act 1991
The Employees Provident Fund (“ EPF ”) is a social security institution formed in accordance with
the Employees Provident Fund Act 1991 (“ EPF Act ”) providing for the retirement benefits for
employees through the management of their savings in an efficient and reliable manner.
Pursuant to Section 43(1) of the EPF Act, every employee and every employer of a person who is
an employee within the meaning of the EPF Act shall be liable to pay monthly contributions on the
amount of wages for the month at the rate respectively set out in the Third Schedule of the EPF Act.
Any person being an employer who fails, within such period as may be prescribed by the minister,
to pay to the EPF any contributions which he/she is liable under the EPF Act 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 three years or to a fine not exceeding RM10,000 or to
both.
Employees’ Social Security Act 1969
The Employees’ Social Security Act 1969 (“ SOCSO Act ”), which applies throughout Malaysia,
provides social security in certain contingencies and makes provision for certain other matters in
relation to it. It is applicable to all industries having one or more employees.
Pursuant to Section 5(1) of the SOCSO Act, all employees in industries to which the SOCSO Act
applies, irrespective of the amount of wages, shall be insured in the manner provided by the SOCSO
Act.
Pursuant to Section 94 of the SOCSO Act, if any person amongst others fails to pay any
contribution or any part thereof which is payable by him/her under the SOCSO Act 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 or the rules or the regulations in
respect of which no special penalty is provided, he/she shall be punishable with imprisonment for a term
which may extend to two years, or with a fine not exceeding RM10,000, or with both.
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Employment Insurance System Act 2017
Employment Insurance System Act 2017 (“ EISA 2017 ”) is an employment insurance system
administered by the Social Security Organisation (“ SOCSO ”) to provide certain benefit and
re-employment placement programme for insured persons in the event of loss of employment which will
promote active labour market policies, and for matters connected therewith.
With effect from January 2018, an employer that has registered his industry with SOCSO in
accordance with SOCSO Act shall be deemed to have registered his industry under EISA 2017 and shall
make contribution at the rate as specified in the second schedule of EISA 2017 based on the amount of
the monthly wages of the employees insured under EISA 2017. Such contribution shall cease when the
employee attains the minimum retirement age.
Any employer who fails to register his industry shall on conviction, be liable to a fine not
exceeding RM10,000 or to imprisonment for a term not exceeding two years or to both. Any question,
dispute, claim, or appeal by an insured person, employer, training provider or any person in relation to
any matter under EISA 2017 shall be filed to the Social Security Appellate Board instituted under
Section 83 of the SOCSO Act 1969 for decisions.
Pursuant to Section 21 of the EISA 2017, the employer who fails to pay the amount of the monthly
contribution within such period as referred to in Section 20 of the same Act, shall be liable to pay
interest on such amount to SOCSO at the rate as prescribed by the minister in respect of any period
during which such amount remains unpaid.
Pembangunan Sumber Manusia Berhad Act 2001
A corporation under the name of Pembangunan Sumber Manusia Berhad (“ Corporation ”) had
been incorporated under the CA 1965 to impose and collect human resource development levy for the
purpose of promoting the training and development of employees, apprentices and trainees and for the
establishment and administration of the Human Resource Development Fund (“ HRD Fund ”).
Pursuant to Section 13(1) of the Pembangunan Sumber Manusia Berhad Act 2001 (“ PSMBA
2001 ”) as read together with Section 1(2) of the PSMBA 2001, an employer in the industries specified
in Part 1 of the First Schedule of PSMBA 2001 shall register with the Corporation within such time and
in such manner as may be prescribed. Pursuant to Section 4(1) of the Pembangunan Sumber Manusia
Berhad (Registration of Employers and Payment of Levy) Regulations 2001 (“ PSMB Regulation ”), an
employer to whom the PSMBA 2001 applies on the date of coming into operation of PSMB Regulation
shall submit a form to the Corporation not later than thirty days from 16 May 2001 or such date not later
than 30 days after the PSMBA 2001 becomes applicable to the employer. Any employer who fails to do
the same commits an offence and shall on conviction be liable to a fine not exceeding RM10,000 or to
imprisonment not exceeding one year or both.
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Pursuant to Section 14(1) of the PSMBA 2001, an employer to whom the PSMBA 2001 applies
shall pay a human resource development levy in respect of each of his employees at the rate of one
percent of the monthly wages of the employees. Any employer who fails to pay any levy due under
Section 14(1) of the PSMBA 2001 within such period as may be prescribed commits an offence and
shall, on conviction, be liable to a fine not exceeding RM20,000 or to imprisonment for a term not
exceeding two years or to both.
Further, according to the Pembangunan Sumber Manusia Berhad (Amendment of First Schedule)
Order 2021, the HRD Fund has expanded the coverage of PSMBA 2001 effective from 1 March 2021 to
include Malaysian employers across all sectors, including construction except for non-governmental
organisations and carrying out any activity as prescribed under the said order.
Minimum Wages Order 2022 and Minimum Wages Order 2024
The Minimum Wages Order 2022 (“ MWO 2022 ”) was gazette on 27 April 2022 in accordance and
came into effect on 1 May 2022.
Pursuant to Section 4 of the MWO 2022, the minimum wages rates payable to an employee was
revised to RM1,500 per month, or RM7.21 per hour and is only applicable to (a) employer who employs
five or more employees in a company; and (b) regardless of the number of the employee employed,
employer who carries out a professional activity classified under the Malaysia Standard Classification
of Occupations (“ MASCO ”) as published officially by the Ministry of Human Resources.
Pursuant to Section 5 of the MWO 2022, the minimum wages payable to an employee who is not
paid basic wages but is paid wages based only on piece rate, tonnage, task, trip or commission, the rate
of monthly wages payable to that employee with effect from 1 January 2023 shall not be less than
RM1,500. This shall apply to employers who employ less than five employees in a company other than
an employer who carries out a professional activity classified under the MASCO as published officially
by the Ministry of Human Resources.
Pursuant to Section 6 of the MWO 2022 and with effect from 1 May 2022 to 31 December 2022,
the minimum wages rates payable to an employee remained at RM1,200 per month, or RM5.77 per hour
for employees working in city council or municipal council areas in contrast with RM1,100 per month,
or RM5.29 per hour for employees working in areas other than the city council or municipal council.
Section 6 of the MWO 2022 is applicable only for employer who employs less than five employees in a
company other than an employer who carries out a professional activity classified under the MASCO as
published officially by the Ministry of Human Resources.
Further, in exercising the powers conferred by Section 23 of the National Wages Consultative
Council Act 2011, the Minimum Wages Order 2024 (“ MWO 2024 ”) was gazette on 4 December 2024.
The MWO 2024 came into effect on 1 February 2025 and MWO 2022 is thereby revoked.
Pursuant to Section 3 of the MWO 2024, the minimum wages rates payable to an employee was
revised to RM1,700 per month, or RM8.72 per hour and is only applicable to (a) employer who employs
five or more employees in a company; and (b) regardless of the number of employees employed,
employer who carries out a professional activity classified under MASCO.
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Pursuant to Section 4 of the MWO 2024 and with effect from 1 February 2025 to 31 July 2025, the
minimum wages rates payable to an employee remained at RM1,500 per month, or RM7.21 per hour for
employees employed by an employer who employs less than five employees in a company other than an
employer who carries out a professional activity classified under the MASCO as published officially by
the Ministry of Human Resources.
Pursuant to Section 5 of the MWO 2024, the minimum wages payable to an employee who is not
paid basic wages but is paid wages based on piece rate, tonnage, task, trip or commission, the rate of
monthly wages payable to that employee with effect from 1 August 2025 shall not be less than
RM1,700. This shall apply to employee employed by an employer who employs less than five
employees in a company other than an employer who carries out a professional activity classified under
the MASCO as published officially by the Ministry of Human Resources.
Laws and regulations in relation to the distribution of dividend
Companies Act 2016
The CA 2016 requires that a company may only declare dividend and make distribution to the
shareholders out of profits of the company available if the company is solvent.
Furthermore, all the distribution must be authorised by the directors of the company before the
distribution is made and the directors may only authorise the distribution at such time and in such
amount as the directors consider appropriate, if the directors are satisfied that the company will be
solvent immediately after the distribution is made.
For the purpose of Section 132 of the CA 2016, the company is regarded as solvent if the company
is able to pay its debts as and when the debts become due within 12 months immediately after the
distribution is made.
Pursuant to CA 2016, every director or officer of the company who wilfully pays or permits to be
paid or authorised the payment of any improper or unlawful distribution, shall, on conviction be liable
to imprisonment for a term not exceeding five years or to a fine not exceeding RM3.0 million or to both.
Laws and regulations in relation to taxation
Dividends and distributions
All dividends and other distributions payable on the shares of each of our subsidiaries may under
the current laws and regulations of Malaysia be converted and paid in any other foreign currency and be
remitted out of Malaysia to its overseas holding company without the necessity of obtaining any
authorisation, approval, consent or license of any governmental or regulatory body or authority in
Malaysia subject to the applicable reporting requirements.
All such dividends payable to its non-resident shareholders will not be subject to withholding or
other taxes under the laws and regulations of Malaysia.
REGULA TORY OVERVIEW
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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 not more than RM2.5 million
and gross business income of not more than RM50.0 million) is 15% on the first RM150,000, 17% on
RM150,001 to RM600,000 and the subsequent balance being taxed at the 24% rate with effect from year
of assessment 2023−2024.
Deduction of Tax from Contract Payment
Pursuant to Section 107A(1) of the Income Tax Act 1967 (“ 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/she shall upon paying or crediting such contract payment deduct therefrom tax at the rate
of:
(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 (“ Director General of Inland Revenue ”).
Pursuant to Section 107A(2) of the ITA 1967, where the payer fails to pay any amount due from
him/her under Section 107A(1) of the ITA 1967 as stated above, 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/her to the Government of Malaysia and shall be payable
forthwith to the Director General of Inland Revenue.
Service Tax Act 2018
Under the Service Tax Act 2018, service tax shall be charged and levied on any taxable service
provided in Malaysia by a registered person in carrying on his/her business, or any imported taxable
service. Any person who renders services as specified under the Service Tax Regulations 2018 are
subject to the service tax.
REGULA TORY OVERVIEW
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Following the Service Tax (Rate of Tax) (Amendment) Order 2025 and the Service Tax
(Amendment) Regulations 2025 which came into operation on 1 July 2025, the service tax now applies
to, among others, maintenance or repair management services and construction works services
(excluding the construction of a residential building and public facility related to the residential
building). The rate of service tax which shall be charged and levied on services is fixed at 8%, except
for those services which are specifically prescribed to be fixed at 6% or other rate of tax by the said
order, or otherwise exempted under the relevant service tax legislation. For avoidance of doubt, the rate
of service tax for the construction works services to be provided by the group are specifically prescribed
to be 6% from the value of the taxable service, while the rate of 8% applies to maintenance or repair
management services to be provided by the group.
According to the Guide on Disbursement and Reimbursement issued by the Royal Malaysian
Customs Department on 15 September 2020, a person who provides taxable services exceeding a
specified threshold is required to be registered under the Service Tax Act 2018 and is known as a
“registered person” who is required to charge on his taxable services made to his customers.
Pursuant to Section 71 of the Service Tax Act 2018, it provides that any person who, with the
intent to evade or assist any other person to evade service tax:
(a) omits from a return any information in relation to any matter affecting the amount of service
tax chargeable by him or other person;
(b) makes a false statement or entry in any return, declaration, claim or application;
(c) gives any false answer, whether in writing or otherwise, to any question asked or request for
information made under this Act;
(d) prepares or maintains, or authorizes the preparation or maintenance of, any false book of
accounts, false invoices or other false records, or falsifies or authorizes the falsification of
any book of accounts, invoices or records; or
(e) makes, uses or authorizes the use of any fraud, artifice or contrivance,
commits an offence, and shall on conviction, for the first offence, be liable to a fine of not less than 10
times and not more than 20 times the amount of service tax or to imprisonment for a term not exceeding
five years or to both; and for a second or subsequent offence, be liable to a fine of not less than 20 times
and not more than 40 times the amount of service tax or to imprisonment for a term not exceeding seven
years or to both.
Furthermore, Section 79 of the Service Tax Act 2018 provides that any person who commits an
offence under the Service Tax Act 2018 for which no penalty is expressly provided shall, on conviction,
be liable to a fine not exceeding RM30,000 or to imprisonment for a term not exceeding two years or to
both.
REGULA TORY OVERVIEW
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OVERVIEW
Our Company was incorporated in the Cayman Islands as an exempted company with limited
liability on 30 May 2025 and it serves as the holding company of our Group. As at the Latest Practicable
Date, our Group comprised our Company and two subsidiaries. Details regarding our subsidiaries and
the corporate structure of our Group are set out in the sub-section headed “Establishment and
development of our Company and our subsidiaries” in this section.
Immediately following completion of the Capitalisation Issue and the Share Offer, BBSB Overseas
will own an aggregate of 75% of the issued share capital in our Company (without taking into account
any Shares which may be allotted and issued upon the exercise of the Offer Size Adjustment Option or
any options which may be granted under the Share Option Scheme).
BUSINESS DEVELOPMENT
Leveraging his experience and network in the civil engineering industry in Malaysia, Datuk Tan
acquired a majority shareholding interest in BBSB Holdings in November 2004 from an Independent
Third Party using his personal resources. Together with Datin Pan, they became the sole shareholders of
BBSB Holdings in August 2008. At that material time, BBSB Holdings was principally engaged in the
provision of civil engineering services.
Over the years, BBSB Holdings has strategically concentrated its business in transportation
infrastructure engineering. Since its incorporation, BBSB Holdings had been awarded projects for
design and construction of the entire girder bridge or any one or more of its sections as subcontractors
under projects ultimately owned by the government or government-linked companies in Malaysia. The
major projects BBSB Holdings had participated in over the years included Eastern Dispersal Link
(EDL), Duta-Ulu Kelang Expressway (DUKE), Damansara-Shah Alam Elevated Expressway (DASH)
and the SUKE Highway.
Since 2008, BBSB Holdings has been registered with a CIDB Grade G7 qualification in Category
CE (Civil Engineering Construction), Category B (Building Construction) and Category ME
(Mechanical and Electrical), the highest grade of contractor licence issued by the CIDB, enabling it to
undertake civil and structural works of unlimited tender or contract value.
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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MILESTONES OF OUR GROUP
The following table sets forth the key milestones in the development of our Group up to the Latest
Practicable Date:
Y ear Milestone
2004 Datuk Tan acquired a majority shareholding interest in
BBSB Holdings, our principal operating subsidiary in
Malaysia
2008 BBSB Holdings first obtained the CIDB Grade G7
qualification in Category CE (Civil Engineering
Construction), Category B (Building Construction) and
Category ME (Mechanical and Electrical), the highest
grade of contractor licence under the CIDB which allows
our Group to undertake civil and structural works of
unlimited tender/contract value
2019 BBSB Holdings’ quality management system was first
accredited ISO 9001:2015 Quality Management System
by SIRIM QAS International and IQNeT Association
(The International Certification Network)
2024 BBSB Holdings was registered with the Ministry of
Finance which allows it to do business with the
Malaysian government
BBSB Holdings was awarded by SME Corporation
Malaysia and CIDB in recognition of achieving a
three-star rating for the year 2024
2025 BBSB Holdings was awarded by SME Corporation
Malaysia and CIDB in recognition of achieving a
four-star rating for the year 2025
For details of our certificates and recognitions, please refer to the sub-section headed “Business –
Certificates and recognitions” in this prospectus.
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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ESTABLISHMENT AND DEVELOPMENT OF OUR COMPANY AND OUR SUBSIDIARIES
Our Company
Our Company was incorporated in the Cayman Islands on 30 May 2025 as an exempted company
with limited liability to facilitate the Listing and serves as the holding company of our Group. Our
Company was registered in Hong Kong as a non-Hong Kong company under Part 16 of the Companies
Ordinance on 30 June 2025 and obtained a business registration certificate under the Business
Registration Ordinance (Chapter 310 of the Laws of Hong Kong). As at the date of its incorporation, our
Company had an authorised share capital of HK$380,000 divided into 38,000,000 Shares of par value of
HK$0.01 each, of which one Share was allotted and issued as fully paid to the initial subscriber at par
on 30 May 2025 and transferred from the initial subscriber to BBSB Overseas on the same day.
Immediately following the completion of the Capitalisation Issue and the Share Offer, BBSB
Overseas will own an aggregate of 75% of the issued share capital in our Company (without taking into
account any Shares which may be allotted and issued upon the exercise of the Offer Size Adjustment
Option or any options which may be granted under the Share Option Scheme).
As at the Latest Practicable Date, our Group comprised our Company and two subsidiaries, namely
BBSB Holdings and BBSB (HK). Set out below is the brief corporate history of the subsidiaries of our
Company.
BBSB Holdings
BBSB Holdings is our principal operating subsidiary.
BBSB Holdings was incorporated in Malaysia with limited liability on 16 January 2001, with an
initial authorised capital of RM100,000. At the time of its incorporation, it was owned by two
Independent Third Parties. In November 2004, Datuk Tan acquired 67% shareholding interest in BBSB
Holdings from an Independent Third Party at a consideration of RM670. After such acquisition, BBSB
Holdings was held as to 67% by Datuk Tan and 33% by the remaining Independent Third Party.
In December 2006, the remaining Independent Third Party transferred all his 33% shareholding
interest in BBSB Holdings to Datin Pan at a consideration of RM330. As a result, BBSB Holdings was
owned as to 67% by Datuk Tan and 33% by Datin Pan, respectively.
Between 2006 and 2008, there were various share transfers and allotments involving other
Independent Third Parties. As at 1 August 2008, BBSB Holdings was owned as to 70% by Datuk Tan
and 30% by Datin Pan, respectively. Such shareholding structure remained unchanged until immediately
prior to the Reorganisation.
As advised by our Malaysia Legal Advisers, as at the Latest Practicable Date, all share transfers of
BBSB Holdings have been properly and legally completed and settled and all necessary approvals (as
applicable) have been obtained from the relevant authorities.
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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Upon completion of the Reorganisation, BBSB Holdings became an indirect wholly-owned
subsidiary of our Company. For further details, please refer to the sub-section headed “Reorganisation”
in this section below.
BBSB (HK)
BBSB (HK) was incorporated in the BVI with limited liability on 6 June 2025.
BBSB (HK) is authorised to issue a maximum of 50,000 shares with a par value of US$1.00 each
of a single class, of which one share was allotted and issued as fully paid to our Company at par on 6
June 2025.
As at the Latest Practicable Date, BBSB (HK) is an investment holding company.
REORGANISATION
The following diagram sets out the corporate and shareholding structure of our Group immediately
prior to the Reorganisation and the Share Offer:
70% 30%
Datuk Tan
BBSB Holdings
(Malaysia)
Datin Pan
In preparation for the Listing, we have undergone the Reorganisation, details of which are set out
as below:
(1) Incorporation of BBSB Overseas
BBSB Overseas was incorporated in the BVI with limited liability on 27 May 2025.
BBSB Overseas is authorised to issue a maximum of 50,000 shares with a par value of
US$1.00 each of a single class, of which seven and three shares were allotted and issued as fully
paid to Datuk Tan and Datin Pan at par, respectively on 27 May 2025. After the said allotment,
BBSB Overseas is owned as to 70% by Datuk Tan and 30% by Datin Pan, respectively.
BBSB Overseas is intended to be an investment holding company for the interests of Datuk
Tan and Datin Pan in our Company upon completion of the Reorganisation.
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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(2) Incorporation of our Company
To facilitate the proposed Listing, our Company was incorporated under the laws of the
Cayman Islands as an exempted company with limited liability on 30 May 2025. Upon
incorporation, our Company had an initial authorised share capital of HK$380,000 divided into
38,000,000 Shares of par value of HK$0.01 each, of which one Share was allotted and issued as
fully paid to the initial subscriber, an Independent Third Party on 30 May 2025. Subsequently on
the same date, the initial subscriber transferred the one Share to BBSB Overseas. As a result, our
Company is wholly-owned by BBSB Overseas.
Our Company was subsequently registered in Hong Kong as a non-Hong Kong company
under Part 16 of the Companies Ordinance on 30 June 2025.
(3) Incorporation of BBSB (HK)
BBSB (HK) was incorporated in the BVI with limited liability on 6 June 2025.
BBSB (HK) is authorised to issue a maximum of 50,000 shares with a par value of US$1.00
each of a single class, of which one share was allotted and issued as fully paid to our Company at
par on 6 June 2025.
BBSB (HK) is intended to be an offshore investment holding vehicle.
(4) Transfer of the entire issued share capital of BBSB Holdings from Datuk Tan and Datin
Pan to BBSB (HK)
On 8 December 2025, BBSB (HK) acquired 2,450,000 shares and 1,050,000 shares of BBSB
Holdings from Datuk Tan and Datin Pan, at the nominal consideration of RM1 and RM1,
respectively, for the purpose of the Reorganisation. The transfers were legally and properly
completed and settled on 22 December 2025. Following the transfers, BBSB Holdings became an
indirect wholly-owned subsidiary of our Company.
As advised by our Malaysia Legal Advisers, as at the Latest Practicable Date, all share
transfers pursuant to the Reorganisation have been properly and legally completed and settled and
all necessary approvals (as applicable) have been obtained from the relevant authorities.
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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Upon completion of the above reorganisation steps, our Company became the holding
company of our Group. The following chart sets forth the shareholding and corporate structure of
our Group immediately following the Reorganisation but prior to the completion of the
Capitalisation Issue and the Share Offer:
70%
100%
100%
100%
30%
Datuk Tan
BBSB Holdings
(Malaysia)
BBSB (HK)
(BVI)
Our Company
(Cayman Islands)
BBSB Overseas
(BVI)
Datin Pan
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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(5) Capitalisation Issue
Conditional on the share premium account of our Company being credited as a result of the
issue of the Offer Shares pursuant to the Share Offer, our Shareholders shall pass a resolution to
authorise our Directors to capitalise an amount of HK$3,749,999.99 standing to the credit of the
share premium account of our Company. Such sum will be applied towards the full payment at par
for a total of 374,999,999 Shares to be allotted and issued to BBSB Overseas, thereby maintaining
its aggregate shareholding in our Company at a percentage of 75% of the enlarged issued share
capital of our Company (immediately following completion of the Capitalisation Issue and the
Share Offer but without taking into account any Shares which may be allotted and issued upon the
exercise of the Offer Size Adjustment Option or any options which may be granted under the Share
Option Scheme).
The following chart sets forth the shareholding and corporate structure of our Group
immediately following completion of the Capitalisation Issue and the Share Offer (without taking
into account any Shares which may be allotted and issued upon the exercise of the Offer Size
Adjustment Option or any options which may be granted under the Share Option Scheme):
70% 30%
75% 25%
100%
100%
Datuk Tan Datin Pan
BBSB Overseas
(BVI) Public Shareholders
BBSB Holdings
(Malaysia)
BBSB (HK)
(BVI)
Our Company
(Cayman Islands)
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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PUBLIC FLOAT AND FREE FLOAT
Pursuant to Rule 11.23(7) of the GEM Listing Rules, where the expected market value at the time
of listing does not exceed HK$6,000,000,000, at least 25% of the total issued share capital of our
Company must at all times be held by the public.
Upon the Listing, except for the Shares held by BBSB Overseas, Shares held by other
Shareholders, representing 25% of our enlarged issued share capital immediately following the Share
Offer (assuming that the Offer Size Adjustment Option is not exercised and without taking into account
any Shares which may be allotted and issued upon the exercise of any options which may be granted
under the Share Option Scheme), will be counted towards the public float.
The Directors confirm that immediately upon Listing, our Company will comply with (i) the
applicable public float threshold under Rule 11.23 of the GEM Listing Rules and (ii) the free float
requirements under Rule 11.23A of the GEM Listing Rules.
HISTORY, REORGANISA TION AND CORPORA TE STRUCTURE
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OVERVIEW
We are a civil engineering contractor in Malaysia with over 16 years of experience, specialising in
providing bridge engineering services as a subcontractor for large-scale transportation infrastructure
engineering projects. Our bridge engineering services primarily involve the design and construction of
the entire girder bridge or any one or more of its sections with various structural configurations and
span across roads and rivers together with the construction of connecting highways, roads and ancillary
facilities related to the bridge. The projects we undertake are predominantly initiated or owned by the
government or government-linked companies in Malaysia and are typically large-scale and involve
complex girder bridge design and structures. During the Track Record Period, leveraging our reputation
and experience in civil engineering industry in Malaysia, we strategically expanded our civil
engineering services offering to include flood mitigation works. This extension was facilitated by the
shared engineering procedures between bridge engineering works and flood mitigation works, such as
the planning, geotechnical works, structural design, construction methods and environmental
compliance.
Our Group holds a CIDB Grade G7 qualification in Category CE (Civil Engineering Construction),
Category B (Building Construction) and Category ME (Mechanical and Electrical) in Malaysia, which
is the highest grade of contractor licence under the CIDB and allows our Group to undertake civil and
structural works of unlimited tender/contract value. During the Track Record Period, our Group was a
subcontractor in all of the projects we undertook.
The following table sets out a breakdown of our revenue by the type of civil engineering works
undertaken by us during the Track Record Period:
FY2023 FY2024 6M2025
RM'000 % RM'000 % RM’000 %
Bridge engineering
works (Note) 74,594 97.2 123,208 92.6 73,148 98.9
Flood mitigation works 2,163 2.8 9,794 7.4 838 1.1
Total revenue 76,757 100.0 133,002 100.0 73,986 100.0
Note: A typical bridge engineering project undertaken by our Group generally comprises both design and construction of
the entire girder bridge or any one or more of its sections and/or the construction of the connecting highways, roads
and other ancillary facilities such as drainage, sewerage, lighting and signage.
According to the CIC Report, the transportation infrastructure engineering market in Malaysia is
relatively scattered. Bridge engineering forms a distinct segment within the market; and we were ranked
the tenth largest bridge engineering subcontractor in Malaysia in 2024, with a market share of
approximately 2.5% in the bridge engineering segment in Malaysia in terms of bridge engineering
revenue.
BUSINESS
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During the Track Record Period, we had completed two notable projects, related to (i) the SUKE
Highway, a major urban expressway running from Sri Petaling to Ulu Kelang, Malaysia which is
designed to ease traffic congestion along certain busy routes in Cheras, Pandan Indah and Ampang; and
(ii) a major federal highway project in Peninsula Malaysia, designed to improve north-south
connectivity and involving two states, namely Pahang and Kelantan. As at the Latest Practicable Date,
we had five ongoing projects, which consist of four bridge engineering projects and one flood
mitigation project, with an aggregate contract sum of approximately RM723.5 million.
We are committed to the health, safety and well-being of our employees as well as those of our
subcontractors, while continuously enhancing our operational resilience and performance. Accordingly,
we have been accredited with ISO 9001 since 2019, and we were awarded the Certificate of
Achievement by SME Corporation Malaysia and CIDB in recognition of achieving a three-star rating
for the year 2024 and a four-star rating for the year 2025.
During the Track Record Period, our customers mainly comprised main contractors in
transportation infrastructure engineering projects in Malaysia. The owners of these projects are the
federal government or government-linked companies in Malaysia. We generally secure projects by (i)
submitting tenders in response to open invitations or invitations extended only to shortlisted candidates
issued by main contractors or project owners, or (ii) providing private quotations upon request. We
generally identify potential business opportunities through (i) publicly available tenders posted online;
(ii) invitations to short-listed tenderers; or (iii) direct invitations for quotations.
We generally engage subcontractors on a project-by-project basis to perform labour-intensive
works such as reinforced concrete structure works, beam casting works and road furniture works; and
other works that require niche technical expertise, such as bored piling works, soil investigation works,
environmental works, earthworks and geotechnical works where it would be cost prohibitive for us to
maintain in-house capabilities. With the engagement of our subcontractors, our Directors believe that
we can focus our internal resources on project management and supervision, quality assurance and
provision of holistic value engineering services to our customers. In carrying out the subcontracted
works, most of our subcontractors supply the relevant construction materials and machinery with the
associated cost and machinery rental charges being factored into the overall subcontracting cost. For
FY2023, FY2024 and 6M2025, our subcontracting costs amounted to approximately RM46.0 million,
RM77.9 million and RM37.9 million, respectively, representing approximately 70.0%, 72.6% and
65.1% of our cost of services, in the corresponding years/period.
Our suppliers primarily include (i) suppliers of construction materials such as cement,
ready-mixed concrete and steel bars; and (ii) machinery rental service providers. For FY2023, FY2024
and 6M2025, our total costs of construction materials and supplies and rental costs of plant and
machinery amounted to approximately RM7.9 million, RM17.0 million and RM14.0 million,
respectively, representing approximately 12.1%, 15.9% and 24.0% of our total cost of services for the
corresponding years/period.
BUSINESS
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COMPETITIVE STRENGTHS
We have proven track record in the transportation infrastructure engineering market in Malaysia
Since 2008, by providing bridge engineering services for major transportation infrastructure
engineering projects in Malaysia, we have progressively established a strong foothold in the
transportation infrastructure engineering market, a distinct segment within civil engineering industry in
Malaysia. Over the years, we have developed an in-depth understanding of the bridge engineering
market and the broader transportation systems landscape in Malaysia. This accumulated experience
enables us to deliver tailored solutions that address the evolving needs of our customers, while
maintaining a focus on service quality, customer satisfaction and cost control. According to the CIC
Report, we were ranked the tenth largest bridge engineering subcontractor in Malaysia in 2024, with a
market share of approximately 2.5% in terms of bridge engineering revenue.
Attributed to our experiences in undertaking large-scale transportation infrastructure engineering
projects in Malaysia, we are registered with a CIDB Grade G7 qualification in Category CE (Civil
Engineering Construction), Category B (Building Construction) and Category ME (Mechanical and
Electrical), which is the highest contractor licence under the CIDB and allows our Group to undertake
civil and structural works of unlimited tender/contract value.
Over the past 16 years, we take pride in our participation in various major transportation
infrastructure engineering projects in Malaysia such as (i) Eastern Dispersal Link (EDL), an 8.1 km
controlled-access tolled highway located in Johor Bahru, Malaysia, running east of the city centre and a
key infrastructure in Johor Bahru’s road network, helping streamline traffic flow to and from Singapore;
(ii) Duta−Ulu Kelang Expressway (DUKE), a major urban tolled highway spanning approximately 18
km with six lanes across northern Kuala Lumpur comprising seven interchanges; (iii) Damansara-Shah
Alam Elevated Expressway (DASH), a 20.1 km, mostly elevated, tolled highway with a dual three-lane
carriageway in each direction in the Klang V alley, Selangor, Malaysia; and (iv) the SUKE Highway, a
24.4 km fully elevated tolled expressway in Klang V alley, Malaysia, linking Sungai Besi to Ulu Klang,
with a three-lane dual carriageway and multiple interchanges. Our Directors believe that our
involvement in these large-scale transportation infrastructure engineering projects demonstrates not
only our technical capability and service quality but also our potential to capture future opportunities in
the transportation infrastructure engineering market in Malaysia.
BUSINESS
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The photos below illustrate some of the notable bridge engineering projects in which we
participated. The relevant sections of the girder bridges undertaken by us are annotated for illustration
purposes.
Eastern Dispersal Link (EDL)
Duta−Ulu Kelang Expressway (DUKE)
BUSINESS
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Damansara-Shah Alam Elevated Expressway (DASH)
SUKE Highway
Note: The photos may only present a partial view of the bridges. Part of our responsible section may extend beyond the
frame.
BUSINESS
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We provide holistic value engineering solutions to our customers
We differentiate our transportation infrastructure engineering services through our ability to
provide holistic value engineering solutions to our customers for the design and construction of girder
bridges as well as the construction of the connecting highways, roads and other ancillary facilities.
These solutions take into account construction cost, timelines and environmental impacts. In brief,
value engineering is a systematic methodology that applies established tools and techniques to identify,
analyse and optimise the functions of a project. The goal is to achieve the same or enhanced
functionality at a lower or comparable cost by eliminating unnecessary elements or materials, adopting
alternative design or implementing more efficient construction methods, etc. For instance, we conduct
comprehensive analysis of design parameters for both superstructural and substructural system in a
girder bridge design, taking into account the structural criteria that affect the costs. This includes
calculating concrete volumes and reinforcement weights based on the bridge span lengths, deck slab
configurations, and the construction methods adopted. As part of our value engineering process, we may
propose reducing the number of piers of the girder bridge while increasing its cross-sectional
dimensions, or altering the construction methods, such as opting for simple support, continuous support
or a combination of both for a section of the bridge.
Our ability to offer alternative designs that meet the technical specifications of a project, upon our
customers’ requests, is a key competitive strength. Through detailed analysis of project requirements
and close collaboration with our customers, we ensure that the final design is both efficient and
cost-effective. Furthermore, by taking charge of all or part of the design and construction process for
certain projects, we could eliminate coordination gaps and accelerate timelines for our customers, and
at the same time improve our profit margins.
In addition, our executive Directors and senior management actively monitor project budget
variances to manage the risk of cost overruns. Backed by a team of experienced professionals and a deep
understanding of industry standards, we excel in identifying solutions that would enhance cost
efficiency and project sustainability for our customers.
Our management team possesses in-depth industry experience and knowledge
Our management team has extensive industry experience and expertise in the transportation
infrastructure engineering industry, especially in the provision of bridge engineering services for
large-scale transportation infrastructure engineering projects in Malaysia. Datuk Tan, the chairman of
the Board and an executive Director, is a professional engineer in Malaysia and a chartered professional
engineer in Australia with over 36 years of experience in the transportation infrastructure engineering
industry across both public and private sector projects in Malaysia. In addition, key members of our
senior management team, namely Mr. Liew Chen Keong, Mr. Lee Soon Pok and Mr. Goh Chong Y ong,
each possesses approximately 20 years of experience in the construction industry in Malaysia. The
credentials and practical experience of our executive Directors and senior management play a vital role
in shaping our business strategy. Their leadership is instrumental in the formulation of competitive
tender proposals, securing new business opportunities, and the development of technical solutions that
ensure timely and efficient project execution. For details of the qualifications and experience of our
Directors and senior management, please refer to the section headed “Directors, Senior Management
and Employees” in this prospectus.
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Our operations are also supported by 152 employees as at the Latest Practicable Date, including
project directors, project managers, contracts managers, and safety and health officers, etc. Through
continuous training and development, we have built a reliable and professionally equipped workforce
capable of delivering our services to high standards.
We are committed to upholding safety and eco-friendliness in undertaking our projects
We place emphasis on safety standard, stringent quality control and environmental protection in
the execution of our projects. Our management systems for provision of construction and completion of
our projects were certified to be in compliance with the standard required under ISO 9001. For further
details of our certificates and recognitions, please refer to the sub-section headed “Certificates and
recognitions” in this section below. Our track record in health and safety is reflected in the fact that our
Group (including employees of our subcontractors) did not record any material accidents or incidents
involving fatal injuries in any of our projects during the Track Record Period and up to the Latest
Practicable Date.
We maintain long-term and stable business relationships with our major customers, suppliers and
subcontractors
We believe that our extensive experience and technical knowledge, coupled with our steadfast
commitment to safety, quality and environmental responsibility, have earned the confidence of our
customers. As a result, we have been able to maintain long-term business relationships with reputable
and large-scale construction and engineering contractors. As at the Latest Practicable Date, our five
largest customers in each of FY2023 and FY2024 and four largest customers in 6M2025 had maintained
a business relationship with us for up to eight years.
We have also established stable business relationships with our major suppliers and
subcontractors. As at the Latest Practicable Date, (i) our five largest suppliers in each year/period
during the Track Record Period had maintained a business relationship with us for up to 16 years; and
(ii) our five largest subcontractors in each year/period during the Track Record Period had maintained a
business relationship with us for up to 11 years.
Our Directors are of the view that our operating history, together with the long-term and stable
business relationships with our major customers, suppliers and subcontractors, will enhance our
recognition and visibility in the market and enable us to capture potential business opportunities.
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BUSINESS STRATEGIES
Our principal business objective is to further consolidate our position as an established contractor
in the provision of bridge engineering services for transportation infrastructure engineering projects in
Malaysia. In parallel, we also plan to continue to expand the scope of our civil engineering services to
other segments such as flood mitigation works. To achieve these goals, we have formulated the
following business strategies to strengthen our position and expand our market share in the
transportation infrastructure engineering market in Malaysia:
Competing for more upcoming large-scale transportation infrastructure engineering projects and
flood mitigation projects in both Peninsular Malaysia and East Malaysia
Driven by the Malaysian government’s commitment to reducing regional development disparities,
especially the development gap between Peninsular Malaysia and East Malaysia, several large-scale
infrastructure projects have been initiated in Malaysia, including (i) the continuation of the Pan Borneo
Highway in Sarawak (a major project improving road connectivity across Sabah and Sarawak involving
construction and upgrading of a vast network of highways), (ii) the expansion of Tawau Airport in Sabah
and Miri Airport in Sarawak; and (iii) the construction of the Sabah-Sarawak Link Road (SSLR) project
(a large-scale infrastructure development aimed at enhancing the connectivity between the two states
and the phase two of which is underway).
Under the policy framework of the Twelfth Malaysia Plan between 2021 to 2025, the Malaysian
government has prioritised infrastructure improvement and inter-regional connectivity. To advance
these objectives, RM86.0 billion was allocated to key sectors such as transportation and municipal
infrastructure in 2025. In East Malaysia, where complex terrain limits connectivity, infrastructures such
as bridges, highways, railways, and tunnels are essential to ensure smooth transportation links between
regions and thereby facilitate population mobility, resource distribution, and regional economic
development. Notable projects include the Marudi and Muara Lassa bridges in Sarawak, and the planned
Labuan-Menumbok Bridge, which reinforce interregional transport integration.
In May 2024, our Group entered into a collaboration agreement with Bridgex in connection with
its submission of a tender proposal for a bridge engineering project in Sabah, East Malaysia. We would
be appointed as the subcontractor if the tender is awarded, which would provide us with the opportunity
to expand our business into East Malaysia. As at the Latest Practicable Date, the outcome of the tender
remained pending. For further details on this potential project, please refer to the paragraphs headed
“Future Plans and Use of Proceeds – Use of proceeds – Our potential projects” in this prospectus.
In addition, Malaysia’s 2025 National Budget (the “ Budget 2025 ”) earmarked funding for 12
critical flood mitigation projects, including initiatives along Sungai Damansara (Selangor), Sungai
Likas (Kota Kinabalu, Sabah), and Sungai Triang (Bera, Pahang), aimed at protecting lives and property
and reducing the economic impact of flooding.
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Our Directors believe that our established track record in the transportation infrastructure
engineering market coupled with our successful application of our civil engineering expertise to flood
mitigation projects positions us favourably to bid for future large-scale transportation infrastructure
engineering projects and flood mitigation projects in both Peninsular Malaysia and East Malaysia.
According to the CIC Report, both Peninsular Malaysia and East Malaysia show demands for bridge
engineering projects and flood mitigation projects. In Peninsular Malaysia, the development of coastal
reclamation zones, such as the Penang reclamation initiative, has led to increased demand for bridge
engineering to ensure seamless connectivity. In East Malaysia, the relatively underdeveloped
infrastructure has prompted greater government support for bridge engineering as a basic mode of
connectivity. Additionally, Peninsular Malaysia and East Malaysia are frequently impacted by the
southwest monsoon and extreme rainfall, placing significant pressure on flood mitigation projects.
Our potential projects
As at the Latest Practicable Date, our Group had tendered/submitted quotation for five projects
whose outcome remained pending. Based on the preliminary assessment by our executive Directors, the
total aggregate contract value of these potential projects is estimated to be approximately RM1.6
billion. This estimate is subject to change pending the formal award of contracts and final negotiations
of commercial terms. Of these five potential projects, four are located in Peninsular Malaysia and one in
East Malaysia. Four of these potential projects are government projects. Two involve tenders we
submitted as the main contractor, while the remaining three involve our participation as a subcontractor.
Set out below are the details of these potential projects:
Potential project
Expected date of release
of tender/quotation
result
(Note 1)
Expected commencement
date
(Note 2)
Expected
duration of
works
(Note 2)
Potential Project 1 First half of 2026 First half of 2026 36 months
Potential Project 2 First half of 2026 First half of 2026 48 months
Potential Project 3 First half of 2026 First half of 2026 30 months
Potential Project 4 First half of 2026 First half of 2026 36 months
Potential Project 5 First half of 2026 First half of 2026 24 months
Notes:
1. The expected date of release of tender/quotation result is provided based on our management’s discussion and our
Directors’ industry knowledge and experience and is subject to change depending on the progress of the
tender/quotation review process.
2. The expected commencement date and duration of our works are provided based on our management’s best
estimation. In making the estimation, our management takes into account factors including the communications with
the potential customers (if any), size and complexity of the project and the estimated work schedule.
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Of the five potential projects, our Group's role will be that of the main contractor for two projects
(Potential Project 1 and Potential Project 4). For the remaining three potential projects, our role will be
that of a subcontractor.
During the Track Record Period, we were contractually engaged as a subcontractor on all projects
and did not hold the formal status of a main contractor. However, the scopes of works including
operational coordination and execution functions entrusted to us in six out of seven projects (save for
Project JB30) undertaken by us during the Track Record Period were substantial and central to the
projects, such that, within the subcontracting framework, we effectively performed key functions
typically undertaken by a main contractor. Our Directors consider that the potential award of projects to
our Group as a main contractor will therefore not constitute a material change of business strategy or
focus, and we are well-positioned to secure potential projects as a main contractor, for the following
reasons:
(i) our Group holds a CIDB Grade G7 certification in Category CE (Civil Engineering
Construction), Category B (Building Construction) and Category ME (Mechanical and
Electrical) in Malaysia, which is the highest grade contractor licence under the CIDB
classification system. This licence allows us to undertake civil and structural works of
unlimited tender or contract value either as a main contractor or subcontractor. Accordingly,
we are fully qualified under Malaysia law and industry practice to tender directly as main
contractor for projects not designated exclusively for indigenous contractors;
(ii) our core competence lies in bridge engineering and related transportation infrastructure
works, and this focus remains unchanged. Acting as a main contractor or a subcontractor is a
continuation of our current scope and operations, leveraging the same engineering expertise,
workforce, management system, and project execution capabilities already in place;
(iii) although our Group was contractually positioned as a subcontractor in all the projects during
the Track Record Period, we have consistently undertaken the comprehensive and core
scopes of work in large-scale bridge engineering projects involving construction of the entire
girder bridge or any one or more of its sections. For six out of the seven projects undertaken
by us during the Track Record Period, our Group in substance took up certain roles of a main
contractor, such as being responsible for the execution, coordination and completion of key
construction components, including site management, progress monitoring, and ensuring
compliance with the design specifications and quality standards prescribed by the project
owner. Accordingly, our Group possesses technical capabilities and operational experience
equivalent to those of a main contractor, despite the absence of a direct contractual
relationship with the project owner; and
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(iv) in particular, in Project JB25, our Group assumed a primary role notwithstanding our
contractual position as a subcontractor and the project owner awarded the contract to Project
JB25 Joint V enture as the panel contractor. Our Group possessed predominant rights,
interests, liabilities, obligations and entitlements to the profits and losses of the Project JB25
Joint V enture, and exercised substantive control over the project’s operations. We were
responsible for project planning, coordination, procurement, engagement of subcontractors
and overall project management. We also undertook all financial and operational
responsibilities associated with the project. Hence, in substance, our Group effectively acted
as the contractor to the project owner, demonstrating our capability to deliver projects
independently at a main-contractor level. Please refer to the paragraphs headed “Business –
Our Projects – Project-based collaboration arrangement with Bridgex” for further details of
our role in the joint venture for Project JB25.
As advised by our Malaysia Legal Advisers, the fact that our Group, within the subcontracting
framework, performed certain functions typically undertaken by a main contractor does not give rise to
any non-compliance with applicable laws or regulations during the Track Record Period, having
considered that: (i) our Group was properly engaged under valid subcontracting agreements; and (ii)
Malaysian construction laws and regulations do not prohibit a subcontractor from undertaking
substantial or comprehensive scopes of work, provided that the main contractor remains contractually
responsible to the project owner. As such, our Group’s performance of main contractor functions in
substance does not contravene any applicable legal or regulatory requirements.
Based on the legal advice provided by the Malaysia Legal Advisers above and the due diligence
work performed by the Sole Sponsor, the Sole Sponsor is of the view that the disclosure of the Group’s
role above appropriately presented the Group’s legal status as a subcontractor and its functional
responsibilities as a main contractor, which does not contravene with any applicable laws and
regulations.
Going forward, we remain open to continue pursuing projects both as a main contractor and as a
subcontractor, depending on, among other factors, the specific project structure and tender eligibility
requirements, including whether the project is designated exclusively for indigenous contractors.
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If awarded, these projects would substantially increase our operational commitments and
necessitate additional manpower to ensure their effective and timely execution, without compromising
the progress or quality of our ongoing projects. Please refer to the paragraphs headed “Future Plans and
Use of Proceeds − Use of proceeds − Our potential projects” in this prospectus for further details on our
potential projects. To prepare ourselves for our potential projects, as well as bidding for large-scale
projects in the future, we require sufficient capital to meet, among others, the upfront costs and
associated project expenses. Furthermore, contractors with stronger financial standing and liquidity are
generally better positioned in competitive tenders for large-scale transportation infrastructure
engineering projects in the future. In view of the aforesaid, our executive Directors believe that our
expansion and growth have to be supported by a sound financial position and adequate financial
resources given the capital intensive nature of our business. Our Group plans to secure the necessary
manpower and financial resources to manage these potential projects alongside our on-going projects
through the following means:
(i) we intend to allocate a portion of the net proceeds from the Share Offer for strengthening
liquidity and expanding our project management teams. Specifically, our Group plans to use
approximately HK$33.2 million (equivalent to approximately RM17.9 million) to cover
upfront operational costs, including subcontracting costs, material costs, and machinery
rentals for Potential Project 1 and Potential Project 2, while an additional sum of
approximately HK$3.3 million (equivalent to approximately RM1.8 million) would fund
approximately six months of salaries for new project management personnel required to
handle the associated workload for Potential Project 1 and Potential Project 2;
(ii) the potential projects are also expected to be funded, in part, by income generated from the
projects themselves. As will be elaborated below, the first progress payment of a project is
typically received four to eight months after project commencement, while net positive cash
inflows may materialise after up to 20 months. Once the potential projects have started, our
executive Directors expect that monthly income would be generated and recognised after this
timeframe whereby our Group can utilise the income as financial resources to manage the
projects;
(iii) we also intend to rely on available internal resources, including cash flows generated from
other ongoing projects, to supplement working capital needs of the potential projects and
provide additional flexibility in project execution; and
(iv) our Group may explore alternative financing options such as bank loans. However, given our
asset-light financial structure, securing additional debt could be challenging, which would
lead to higher gearing ratios, increased interest expenses, and a decline in competitiveness.
To mitigate these risks, we will prudently manage our financial and manpower resources,
striking a balance between growth and operational efficiency to ensure long-term success in
a competitive market.
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For 6M2025, our Group recorded a tender and quotation success rate of approximately 33.3%,
which was higher than the industry range. According to the CIC Report, in Malaysia’s transportation
infrastructure sector including bridge engineering, the average tender success rate was below 10% for
private-sector projects in FY2024 and 6M2025. For public-sector projects, the average tender success
rate ranged between 10% and 20% in FY2024 and 6M2025. Our Directors are of the view that our
Group is well-positioned to secure the potential projects and future tenders, notwithstanding existing
commitments extending through 2027 to 2028, having regard to the following factors:
(i) Proven technical expertise: Our Group has accumulated extensive experience through the
successful delivery of notable large-span bridge projects of comparable scale and technical
complexity, including the projects in the SUKE Highway, Damansara-Shah Alam Elevated
Expressway (DASH) and Duta-Ulu Kelang Expressway (DUKE). In particular, during the
Track Record Period, we undertook Project JB27, a major federal highway project spanning
approximately 340 km across Peninsular Malaysia and providing a four-lane inland route,
which encompassed earthworks, drainage, road furniture, pavement, geotechnical, structural
works and other associated works. The technical specifications and construction
methodologies applied in Project JB27 were closely aligned with those of the four potential
projects which involve the construction of double-lane dual carriageways with connecting
bridges. Our Directors believe that our Group’s successful delivery of Project JB27
demonstrates our proven capability to manage and execute large-scale transportation
infrastructure projects with multi-lane carriageways and bridge structures.
(ii) Leveraging customer relations: over the years, our Group has cultivated relationships with
customers who are reputable main contractors. As at the Latest Practicable Date, our five
largest customers in each of FY2023 and FY2024 and four largest customers in 6M2025 had
maintained a business relationship with us for up to eight years. These well-established
relationships create opportunities for collaboration on future projects. Our past participation
alongside these contractors further demonstrates that we are capable of meeting project
requirements and delivering work to a high standard. This proven working history facilitates
smoother coordination and communication when we are engaged on new projects, enhancing
overall project execution and increasing our likelihood of being invited to participate in
tenders.
(iii) Leveraging subcontractor relations: we usually engage subcontractors for labour-intensive
and specialised works, and have maintained long-standing business relationship with our
subcontractors. Our Group has a strict pre-qualification system for subcontractors, ensuring
that they are reliable and can handle large-scale projects. This approach also allows us to
commence new projects without having to keep extra staff or machinery on hand. By
leveraging long-standing relationships with trusted subcontractors, reinforced by our
reputation for timely payment and consistent workflow, our Group can avoid delays and
maintain quality standards across concurrent projects. This quick and efficient access to
specialised resources also strengthens our position in competitive tenders.
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(iv) Disciplined cost control: our Group maintains competitive pricing through cost control
measures. We obtain quotations from approved suppliers and subcontractors for each
project’s construction materials and machinery and subcontracted services, and negotiate to
ensue cost predictability. We also incorporate comprehensive cost analyses when preparing
tenders, by taking into account labour costs, costs of construction materials and supplies and
subcontracting costs required in the potential projects. These assessments are based on both
historical data and prevailing market trends. This approach has enabled our Group to manage
cost risks effectively while maintaining a competitive edge in pricing.
In light of the above, our Directors consider that our Group’s strategic advantages, including our
technical expertise, well-established relationship with customers, well-managed subcontractors,
disciplined cost control and phased resource planning, would not only enable us to fulfill our existing
commitments but also strengthen our position in competitive tender processes.
Project upfront costs
Due to the capital-intensive nature of transportation infrastructure engineering projects involving
the provision of bridge engineering services, contractors generally experience net cash outflows at the
early stage of a project because of upfront costs. Our upfront costs mainly include the following
components:
• Subcontracting fees, particularly where our subcontractors are responsible for procuring
construction materials and arranging machinery and equipment rentals whereby the
associated cost and rental charges will be factored in the subcontracting fee;
• Direct procurement costs incurred by our Group for materials, temporary works, or specialist
equipment if they are not provided by subcontractors;
• Costs for recruitment of additional project management personnel;
• Administrative, compliance, and site setup costs, including mobilisation of site offices,
utilities, temporary access roads, security, and permits; and
• Initial financial obligations, such as advance payments to subcontractors, deposits to
suppliers, and if applicable, costs related to arranging performance bonds and insurance.
According to the CIC Report, while the nature and amount of project upfront costs may vary from
project to project, the amount of upfront costs incurred for transportation infrastructure engineering
projects in Malaysia may represent over 5% of the total contract sum and may vary depending on the
size and the duration of the project, the payment practice of different contractors and the relationship
between the relevant parties involved.
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Net cash outflows during project execution due to time lag between increasing costs for subcontractor
and supplies and receiving certified progress payment from customers
Further, we generally continue to experience net cash outflow even after the receipt of first
payment from our customers due to the time lag between the receipt of progress payment from our
customers and payments to our subcontractors and other suppliers. Our Group generally incurs costs
before or along with the performance of our works as we have to pay our subcontractors for carrying out
the works on site and the construction materials, machinery and equipment, either provided by the
subcontractors with the associated cost being factored into the overall subcontracting cost or procured
by us directly. Meanwhile, our customers generally make monthly progress payments according to our
works performed, and such payments are required to be certified by our customers before we issue an
invoice to them. It generally takes time for our customers to certify our progress payments and for us to
issue an invoice. During the Track Record Period, the time taken by our customers to issue payment
certificates after our submission of monthly progress payment applications was up to 199 days, with an
average of approximately 32 days. Further, we generally grant our customers a credit term of
approximately 30 to 45 days from the date of certification by our customers of our completed works.
Hence, there may be a timing difference up to several months between the time we incur costs for
performing our works and the time we receive payments from our customers for performing such works.
Depending on the terms of the contract, our customers may also hold up a certain percentage of
each payment made to us as retention monies. Typically 10% of each progress payment is withheld,
subject to a cap of 5% of the total contract sum. In general, half of the retention money is released to us
upon practical completion of a project. The remaining half is generally released upon expiry of the
defects liability period or upon receiving a certificate of making good defects.
Based on our operational history prior to and during the Track Record Period, and depending on
the scale and terms of individual projects, the average timeframe between the initial incurrence of
upfront costs and the receipt of the first payment from customers was approximately four to eight
months. During this period, the total upfront costs incurred by our Group may account for up to around
3% of the project’s contract sum. However, the timeframe between the initial incurrence of upfront costs
and the point at which we began to generate net positive monthly cash flow from the project could
extend up to 20 months (the “ Upfront Period ”). Over this Upfront Period, the total upfront costs
incurred may account for up to 16% of the project’s contract sum.
As at the Latest Practicable Date, we had submitted tenders/quotation for five potential projects,
the results of which are pending. Based on our competitive pricing structure, demonstrated technical
capabilities, existing customer relationship, and the constructive engagements held to date, our
Directors consider our prospects of winning Potential Project 1 and Potential Project 2 are high. Based
on information currently available to our Group on the potential size of the potential projects and the
estimated upfront cost needed, the total upfront cost for the five potential projects is estimated to be not
less than approximately RM49.7 million, of which the aggregate upfront cost of Potential Project 1 and
Potential Project 2 is estimated to be not less than approximately RM36.6 million. Our net cash
outflows will be exacerbated if these potential projects commence concurrently, as this would require
significant upfront payments to subcontractors and suppliers before corresponding customer payments
are received.
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As at 31 December 2023, 31 December 2024 and 30 June 2025, our contract assets amounted to
approximately RM48.5 million, RM32.9 million and RM69.4 million, respectively, of which
approximately RM18.4 million, RM7.1 million and RM10.5 million was retention receivables,
respectively. Given that the billing of contract assets and the settlement of trade receivables are subject
to our customers’ certification process, internal invoice approval process and the credit term granted to
them, any delay in certification or payment of our work may adversely affect our cash inflow. In such
event, we may face difficulties in funding the upfront costs of other transportation infrastructure
engineering projects, particularly if these projects are to commence around the same time. Hence, the
amount of our contract assets, which represented the amount of our uncertified and unbilled completed
work and retention receivables, coupled with our trade receivables, can together reflect our capital
pressure as they may not be fully and immediately available to undertake other transportation
infrastructure engineering projects. Accordingly, maintaining adequate liquidity to support these
upfront costs is critical to our ability to undertake and manage multiple large-scale projects
concurrently.
Further strengthening our manpower and enhancing our project management capability
Owing to the nature of bridge engineering works within transportation infrastructure projects,
which typically span one to five years and involve complex, large-scale construction at designated sites,
our Group is required to deploy a full project management team for each project. Such teams typically
comprise a project director, project manager, construction manager, project coordinator, site engineer,
QAQC engineer, safety and health personnel, and quantity surveyor. These roles are critical for ensuring
compliance with technical, safety, and environmental standards, addressing site-specific challenges, and
maintaining progress in line with project timelines.
As at the Latest Practicable Date, we had submitted tenders/quotation for five potential projects,
the results of which are pending. If our Group is awarded any of the potential projects, our existing
manpower resources would be insufficient to meet the additional demands of project supervision and
management. Given the scale, complexity, and on-site requirements of these projects, particularly as
Potential Project 2 is located in East Malaysia, we would be required to deploy dedicated project
management personnel to each project site.
Our current personnel are already fully engaged in overseeing ongoing projects and can only be
gradually released and reallocated upon the completion of those commitments, which are presently
scheduled for 2027 or 2028, subject to potential delays arising from variation orders or other unforeseen
circumstances. Accordingly, to ensure the effective execution of any newly awarded projects without
compromising the progress, quality, or safety standards of our ongoing works, additional recruitment
would be necessary to strengthen our project supervision and site management capabilities.
Our Directors believe that applying part of the net proceeds from the Share Offer to strengthen our
liquidity position would not only enable us to meet the upfront costs requirements, but also support our
participation in larger scale, capital-intensive projects. Therefore, our Group intends to allocate a
portion of the net proceeds from the Share Offer to fund our project upfront costs requirements and
expansion of project management personnel.
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Expansion of workforce to support growth across all regions
As part of our strategic growth initiative, we plan to expand our headquarters workforce in
Peninsular Malaysia to strengthen our central operational capabilities. Our headquarters expansion in
Peninsular Malaysia will focus on adding corporate personnel across key support functions including
accounting, human resources and administration, contracts, information technology and procurement.
By expanding our central workforce, we ensure that new project management personnel are deployed
swiftly without overburdening existing headquarters staff, maintain strict compliance standards, and
provide the necessary back-office support that enables successful project execution. Furthermore, it will
enable us to maintain our competitive edge in tender evaluations by demonstrating full operational
readiness. The expansion in our workforce at headquarters will create a robust foundation that not only
supports our current project commitments but also positions us to capitalize on future growth
opportunities.
At the same time, should we be awarded the Potential Project 2 in Sabah, East Malaysia, we intend
to recruit supporting personnel to ensure efficient project delivery and to handle increased operational
complexity in East Malaysia. This on-the-ground presence would enable timely responsiveness to
project requirements and close collaboration with local customers in East Malaysia. For further details
on Potential Project 2, please refer to the paragraph headed “Future Plans and Use of Proceeds – Use of
proceeds – Our potential projects” in this prospectus.
Accordingly, we will allocate a portion of the net proceeds from the Share Offer to expand our
headquarters workforce and recruitment of supporting personnel in East Malaysia should we be awarded
the Potential Project 2 in East Malaysia.
Upgrade and digitise our Group’s information systems and internal processes
At present, our Group does not have an integrated IT system in place and instead relies on
individual software tools for specific functions such as budgeting, scheduling, and documentation.
However, the lack of integration among these tools limits operational efficiency, data consistency, and
real-time visibility across project sites. We therefore intend to acquire a range of software, IT
infrastructure upgrades, and process enhancements to establish a streamlined and integrated
procurement management system.
Therefore, our Group intends to allocate a portion of the net proceeds from the Share Offer to
upgrade and digitise our Group’s information systems and internal processes.
Please refer to the section headed “Future Plans and Use of Proceeds” in this prospectus for details
of implementation of our strategies.
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OUR SERVICES
We principally provide bridge engineering services, which encompass the design and construction
of the entire girder bridge or any one or more of its sections with varying structures and lengths
spanning across roads and rivers and the construction of the connecting highways, roads and facilities
ancillary to the girder bridge such as drainage, sewerage, lighting and signage. These services are
typically provided and delivered within transportation infrastructure engineering projects owned or
initiated by the government or government-linked companies in Malaysia. The projects we undertake
are generally large in scale and involve girder bridges with complex design and structures, such as
double-deck configurations, long-span structural requirements, box girders for highway flyovers or
piers constructed over water bodies. Leveraging our reputation and experience in civil engineering
industry, especially in the public infrastructure in Malaysia, we expanded the scope of our civil
engineering works to include the design and construction of flood mitigation structural forms during the
Track Record Period. Detailed description of our services is as follows:
I. Design and construction of girder bridges and construction of the connecting highway, roads
and ancillary facilities
During the Track Record Period, we provide bridge engineering services as subcontractor for
transportation infrastructure engineering projects involving the design and construction of the entire
girder bridge or any one or more of its sections. These works are undertaken in accordance with the
drawings, specifications and structural requirements provided by our customers, who are primarily main
contractors in projects owned or initiated by the government or government-linked companies in
Malaysia. As part of our bridge engineering services, we also construct the connecting highways, roads
and facilities ancillary to the girder bridges, such as drainage, sewerage, lighting and signage. Our
customers generally provide design, including drawings and specifications (including those for
bridges), for our execution, which occurred in six out of the seven projects undertaken by our Group
during the Track Record Period and up to the Latest Practicable Date. However, if deemed necessary
based on our assessment and/or upon our customers’ request, we would provide value engineering
solutions to our customers to enhance their design.
According to the CIC Report, value engineering solutions is a recognised and widely used industry
term. As defined in V alue Engineering Application Guidelines for Public Projects issued by Jabatan
Kerja Raya (JKR) in 2013, value engineering is applied during the design stage of project
implementation to align or realign technical solutions with project objectives and scope requirements,
ensuring optimised functionality, cost, and quality. It systematically evaluates alternative design options
and methods based on the customer’s value criteria, required functions, and performance needs. In
practice, such solutions may involve optimising bridge span arrangements and pier configurations,
refining deck slab and reinforcement design, selecting efficient construction techniques, adopting
modular or precast elements, and improving implementation sequencing and constructability.
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For the purpose of illustration, the diagram below sets out the salient components of a typical
girder bridge:
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Notes:
1. Pile : Piles form the initial foundation for the bridge. They help transmit the weight and stresses of the bridge
structure evenly through the ground, making the overall foundation stable and strong. The piles play a key role in
ensuring the stability of the bridge over its lifespan.
2. Pile cap : Pile caps are concrete structures that sit atop the piles supporting a bridge, it helps transfer and spread the
load from the above structure to the piles underneath.
3. Pier : The pier extends from the ground pile cap to a certain height to support the bridge superstructure and transfer
loads down to the foundation.
4. Bearing : Bearings are structural components that transfer the loads from the bridge deck down to the underlying
support structures, like the piers. They allow for controlled movement between different parts of the bridge.
Bearings help displace the stresses and loads through the girders to the piers, enabling the necessary flexibility
between the bridge’s interconnected elements.
5. Abutment : Abutments are the vertical supports of bridges at their approaching ends which function as retention
walls and form a smooth transition between the bridge and roads.
6. Girder : Girders are the long horizontal support beams that span in between piers and be seated on the bearings.
They provide the main structural support for the bridge deck above. The shape of girders (as shown above, for
illustration purposes) enhances their ability to resist stresses and loads.
7. Decking : The decking is the top, flat surface of the bridge that carries the direct traffic load. Bridge decks can be
made of concrete or metal. The deck includes the travel lanes, walkways, drainage systems, curbs, etc.
8. Drainage pipe : Drainage pipes on bridges remove water from the deck and structure, preventing damage and
flooding hazards, with their size, number, and placement carefully engineered as an integral part of the bridge’s
design.
9. Crosshead : Crosshead is a horizontal structure located on top of piers that act as a support for bearing and girders.
10. Diaphragm : Diaphragm is a horizontal or vertical structure that connects all girders in one end of the span to
distribute loads evenly from the top of bridge deck to the bearings.
11. Parapet : Parapet is a safety barrier located at the edge of the bridge, mainly to protect people and vehicles from
falling over.
12. Expansion joints : Expansion joint is a structural component designed to allow for the expansion and contraction of
a bridge deck due to temperature changes and other movements, while maintaining a smooth and continuous surface
for traffic.
To enhance the efficiency of construction, main contractors may divide a project into multiple
sections (e.g. a 20-kilometre project divided into five sections of approximately four kilometres each)
and engage different subcontractors, such as our Group, for different sections so they can each
separately work on their section simultaneously.
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In providing bridge engineering services for transportation infrastructure engineering projects, we
generally follow the procedures set out in the table below in performing works for our section:
Steps
Description of works carried out by our
Group
1. Site inspection,
planning and
design
• Site visit and feasibility assessment
• Conduct site survey and review the
surroundings to set up site office at a
suitable location
• Overall planning and management of
works schedules in relation to
subcontractors, materials, machinery and
other resources required at work sites
• Instruct and supervise our subcontractors
in conducting site survey and soil test;
reviewing and assessing the results to
justify bridge structure, materials used,
expected traffic load, etc.
• Provide, if necessary, preliminary value
engineering assessment by our internal
technical personnel without additional
charges. This assessment involves
analysing and enhancing bridge design
provided by customers to improve
efficiency and reduce costs without
compromising structural integrity. This
may involve, among others, refining the
design of foundation layouts to reduce
the volume of piles required while
maintaining bearing capacity, or
implementing post-tensioned precast
elements to shorten project cycles and
reduce construction material usage. If
necessary and upon our customers’
request, we will engage external
consultant to conduct a detailed value
engineering review and provide a
modified alternative design
(Note) .
Note: In particular, our Group primarily focuses on design efficiency, technical analysis and value engineering input. During the
bridge design review process, our in-house engineering personnel conduct comprehensive feasibility assessments to
ensure that proposed girder configurations, construction methodologies and material selections are practical,
cost-effective, and suited to site-specific conditions. We then provide targeted technical recommendations and
enhancement proposals to the external engineering consultant, who will incorporate these adjustments into the detailed
structural design. Our review of bridge design typically takes into account cost, timelines and environmental impacts, with
the goal of achieving the same or enhanced functionality at a lower or comparable cost by eliminating unnecessary
elements or materials, adopting alternative design or implementing more efficient construction methods, etc. For instance,
comprehensive analysis of design parameters is performed on both superstructural and substructural system in a girder
bridge design, taking into account the structural criteria that affect the costs. This includes calculating concrete volumes
and reinforcement weights based on the bridge span lengths, deck slab configurations, and the construction methods
adopted. Examples of modification based on the value engineering review include reducing the number of piers of the
girder bridge while increasing its cross-sectional dimensions, or altering the construction methods, such as opting for
simple support, continuous support or a combination of both for a section of the bridge. Through this process, our Group
contributes to improving constructability, reducing material consumption, and enhancing work sequencing efficiency,
thereby achieving cost and time savings for both our customers and our construction operations.
According to the CIC Report, under the prevailing practices in the Malaysian civil engineering and transportation
infrastructure engineering sector, providing preliminary value engineering input without additional charges is consistent
with market norm. Contractors commonly offer high-level optimisation suggestions during early engagement to
demonstrate technical capability and improve competitiveness, and such input is typically limited to assessments
performed by in-house technical personnel. Consistent with industry practice, only detailed value engineering reviews
requiring full recalculation, redesign or modelling are separately chargeable and usually undertaken by independent
engineering consultants at the customer’s cost. The Group’s approach therefore aligns with customary commercial
practice in the industry.
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Steps
Description of works carried out by our
Group
2. Site formation • Carry out utilities mapping survey to
verify obstacle between new structures
and existing utilities
• Carry out right-of-way survey to obtain
approval from the authorities on
boundary of work site and to ensure that
no part of the newly constructed
structures is built within boundaries of
private lands
• Instruct and supervise our subcontractors
in conducting:
(i) Clearance of construction sites
such as demolition of unwanted
existing structures, shrubs,
surface, soil and debris
(ii) Earthworks
(iii) Excavation to the design
formations
(iv) Preparing construction sites for
subsequent foundation works,
substructure construction and/or
superstructure construction
(v) Formation of the relevant work
site and construction of associated
retaining walls and ramps
(vi) Ancillary works including
drainage and landscaping
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Steps
Description of works carried out by our
Group
3. Foundation
setting
• Conduct supplier factory visits to assess
the suitability of the construction
materials used in a project and
subsequently seek approval from the
project owner
• Perform factory acceptance test to ensure
the construction materials used in a
project is fit for purpose in accordance
with the requirements of the
specifications and drawings of a project
• Instruct and supervise our subcontractors
in conducting:
(i) Site formation works of existing
ground or base layer
(ii) Installation of foundation piles
4. On-site
pre-casting
• Instruct and supervise our subcontractors
in conducting on-site pre-casting of
bridge components such as girders,
crossheads and parapets tailored to the
specific requirements of each project
5. Installation of
substructure
• Instruct and supervise our subcontractors
in building upward and installing the
substructure components such as pile
caps, piers and bearings at the
predetermined height
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Steps
Description of works carried out by our
Group
6. Completion of
superstructure
• Instruct and supervise our subcontractors
in conducting:
(i) Installing the superstructure such
as girders and decking
(ii) Installing drainage pipes
(iii) Installing safety features such as
guardrails, lighting and signage
7. Final quality and
safety
inspections
• Performing safety and quality
inspections, such as detailed
examinations of the bridge’s
load-bearing components, including the
piles and abutments, to ensure they meet
the design specifications and can safely
support the anticipated loads
In general
throughout the
course of a
project
• Closely monitor project progress and
costs, and quality of works of
subcontractors on site
• Undertakes detailed progress
management and analysis to identify and
resolve potential issues that may give
rise to future delays or disputes, such as
overlapping or conflicting works
• Closely monitor environmental hazards
and the disposal activities carried out by
subcontractors to ensure that all such
activities are performed in a safe,
compliant and controlled manner
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As part of our bridge engineering services provided for transportation infrastructure engineering
projects, upon customers’ requests, we are also responsible for the construction of the highways and
roads ancillary to, or alongside the girder bridge or connecting a section of the bridge to other sections
of the bridge or highways. We generally follow the procedures set out in the table below in performing
the ancillary road works of a project:
Steps
Description of works carried out
by our Group
1. Site formation • Carry out utilities mapping
survey and right-of-way
survey
• Instruct and supervise our
subcontractors in conducting:
(i) Clearance and
preparatory earthworks,
including installation of
utility infrastructure
(ii) Ancillary works
including drainage and
landscaping
2. Base preparation and
application of
asphalt
• Instruct and supervise our
subcontractors in applying
tack coat, laying and leveling
asphalt and compacting it with
rollers
3. Final quality and
safety inspections
• Inspect surface finish and
require subcontractors to
rectify any unevenness or
defects
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Steps
Description of works carried out
by our Group
In general
throughout the
course of a project
• Closely monitor project
progress and costs, and
quality of works of
subcontractors on site
• Undertakes detailed progress
management and analysis to
identify and resolve potential
issues that may give rise to
future delays or disputes,
such as overlapping or
conflicting works
• Closely monitor
environmental hazards and the
disposal activities carried out
by subcontractors to ensure
that all such activities are
performed in a safe,
compliant and controlled
manner
For details of the works rendered by us in our major projects, please refer to the sub-section
headed “Our projects” in this section.
II. Flood mitigation works
In response to increasing demand for flood resilience infrastructure, we diversified into the design
and construction of flood mitigation structural forms during the Track Record Period. There are
common civil engineering procedures that apply to both bridge engineering works and flood mitigation
works in relation to the planning, geotechnical works, structural design, construction methods and
environmental compliance. According to the CIC Report, Malaysia’s vulnerability to flooding,
especially during monsoon seasons, has led the government to prioritise investment in flood resilience
infrastructure. During the Track Record Period, we had undertaken one civil engineering project
focusing on the design and construction of flood mitigation structural forms as a subcontractor.
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In our flood mitigation project, our specialised engineers and technicians conduct site inspections,
geotechnical and hydraulic analysis and implement structural solutions to address deficiencies such as:-
Deficiencies Mitigation solutions
1. Insufficient capacity of
river channel
Increasing flow capacity and accommodating higher volume of
floodwater by:
• removal of sediment deposits to restore the river depth;
and
• widening of river bends.
2. Insufficient flood control
infrastructure
• Construction of flood protection structures, including
earth bunds and sheet pile floodwalls, to enhance flood
resilience by acting as barriers that prevent floodwaters
from encroaching on populated areas.
• Construction of pump houses and detention ponds to
regulate water levels during heavy rainfall by utilising
pumps to actively remove excess water and temporarily
storing runoff in storage ponds for controlled release.
• Construction of a rock weir with high-strength materials
to control sediment flow and prevent further
sedimentation by reducing the velocity of water flow and
thus facilitating sediment deposition.
3. Lack of proper
maintenance and upkeep
• Regular maintenance and clearing, such as cleaning and
desilting river and pond, repairing slopes and
embankments, and removal of litter and other
obstruction.
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OUR OPERATIONS
The following flow chart sets out our overall business operational flow:
1.
Securing
3.
Project
implementation
4.
Quality control
5.
Acceptance
6.
Completion
7.
Defects liability
period
2.
Preparation and
planning
Project identiﬁcation
Award of contracts
Quality control throughout the provision, and at the completion, of services
Acceptance assessment conducted by customers
Completion of project
Rectiﬁcation during defects liability period, if any
• Forming project management team
• Arranging site visits
• Procurement from suppliers
• Engagement of subcontractors
• Arrangement for performance bonds, if necessary
• Overall management of the projects
• Supervision of subcontractors
• Review and provide advice to the designs provided by customers
• Provision of holistic value engineering solutions, if necessary
• Regular communications with customers
Feasibility study and preparation of tenders and/or quotations
Pricing and tender/quotation strategy
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Project identification
We generally identify potential projects through (i) open tender invitations launched by our
existing or prospective customers which are publicly accessible on the internet; (ii) invitations to
tenders extended only to shortlisted candidates; and (iii) direct invitations to submit quotations. For
open tenders, our customers may publish the invitation whenever a need for particular services arises.
Accordingly, we actively monitor such channels to identify potential business opportunities. In some
instances, we may also receive direct invitations to tender or submit quotations from prospective
customers, especially those seeking to expedite the procurement process by engaging a pre-qualified
pool of eligible candidates.
In the course of project identification, we are usually provided with tender documents or quotation
request which generally include (i) the scope of works, technical specifications and contract conditions;
(ii) tendering or quotation procedures; (iii) time frame of the project; and (iv) documents required to be
submitted by the candidate (such as its contractor licence, certificates, technical proposals, etc.).
Feasibility study and preparation of tenders and/or quotations
Upon identifying a prospective project, our management team, led by our project directors and
supported by our engineering and contract teams, will conduct a preliminary technical and financial
assessment of a prospective project based on the specific requirements and other relevant information
provided by the potential customer. In evaluating whether to undertake a prospective project, we
generally take into account, among others, the following factors: (i) the background, budget and
financial resources of the potential customer (if disclosed), and the projected profitability and timeline
of the project; (ii) the feasibility of undertaking the project in view of technical requirements and
specifications, complexity of the works and our internal capability and expertise; and (iii) our current
capacity including workforce availability and financial resources.
Pricing and tender/quotation strategy
We will also assess the pricing of the project and the anticipated profitability of each project on a
case-by-case basis. During the tender or quotation assessment stage, our senior management led by
Datuk Tan would estimate the overall project costs, taking into account (i) if applicable, the anticipated
quantity, type and costs of labour, construction materials and machinery required in the potential
project; (ii) the estimated subcontracting costs and whether such costs include the provision of
construction materials and machinery and equipment; (iii) the technical and structural complexity of the
works involved and the expected project duration; (iv) historical fees we received for similar projects;
and (v) the prevailing market conditions.
If our executive Directors consider that a project is commercially viable and technically feasible,
we will proceed to submit the tender or quotation to prospective customers.
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During the Track Record Period, our customers engaged us based on fixed price contracts, where
the initial contract value is expressed to be a fixed lump sum of which no adjustment is allowed for any
fluctuations in the costs nor changes in the quantities of work and/or materials, except for variation
orders initiated by our customers. Depending on our negotiations with customers, we may also enter
into contracts with customers on re-measurement basis, which will specify an estimated contract sum
based on the agreed unit rates and the estimated quantities of work items. Our customers will measure
the actual quantities of works executed on site and our Group will be paid based on the actual work
done. We were able to achieve overall gross profit for all of the projects completed during the Track
Record Period. For details of our contract terms, please refer to the paragraphs headed “Customers –
Major terms of engagement” in this section.
Based on the tender or quotation submitted by us, the customer may further negotiate with us on
the commercial and technical terms. Hence, the duration between the submission of tender or quotation
and award of contract may vary from project to project and is generally dependent on the size and
complexity of the project; and individual customers’ internal approval process.
The following table sets out the number of tenders or quotations submitted, number of projects
awarded and the corresponding success rate during the Track Record Period:
FY2023 FY2024 6M2025
Number of tenders or quotations
submitted during the year/period 4 3 3
Number of successful tenders or
quotations 3 − 1
(Note)
Success rate (approximate %) 75.0 − 33.3
Note: The letter of award was received in July 2025.
Our tenders and quotations success rate decreased from FY2023 to FY2024, primarily due to our
concurrent engagement in various ongoing projects, which typically span one to five years. In order to
maintain our market presence, despite that we were operating near full capacity in FY2024, we still
decided to submit further tenders or quotations, but we adopted a prudent approach to cost estimation by
incorporating higher profit margins to account for potential risks, which may have rendered our tender
less competitive. Moreover, our major customers are established and well-recognised contractors who
attract a high volume of bids for their projects, thereby increasing market competition.
Given that the majority of our ongoing projects are large-scale infrastructure works with
significant outstanding contract sum, a low tender or quotation success rate in FY2024 did not have a
material adverse effect on our business.
Project preparation and planning
After a customer has informed us of its acceptance of our tender or quotation, we generally enter
into a formal contract (normally in the form of a letter of award signed by both parties) with the
customer which sets out our scope of services and other terms, details of which are set out under the
paragraphs headed “Customers – Major terms of engagement” below in this section.
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(a) Formation of project management team
Once our engagement is confirmed, we will commence the preparation of the project by forming a
project management team generally comprising a project director and supported by a project manager,
site engineer, QAQC engineer, safety and health officer and quantity surveyor, for project execution.
The composition of which may vary depending on the type and complexity of a project.
The primary responsibilities of each key member in the project management team are as follows:
Position Primary Responsibilities
Project director Oversees the entire project; supervises the project team;
participates in the selection of subcontractors; reviews
project proposal or plan; maintains communication with
the customers.
Project manager Coordinates day-to-day operations; manages
construction activities; develops a detailed project plan
to track progress; conducts valuation of progress claims
and verifies subcontractors’ work for payment.
Site engineer Manages site operation and supervises the work progress
at site; produces daily work schedule; prepares
construction plans.
QAQC engineer Develops and determines all standards to perform
inspection and tests on all procedures; oversees all
testing methods and maintains high standards of quality
for all processes.
Safety and health officer Ensures health, safety and environment regulatory
compliance; assesses hazardous and unsafe situations
and develops measures to assure personal safety.
Quantity surveyor Involved in contract matters during construction such as
progress payment, progress claim, variation order and
extension of time.
When necessary, our project management team may conduct site visits with our customer to assess
site conditions and finalise construction solutions collaboratively.
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(b) Engagement of subcontractors and procurement from suppliers
In engaging subcontractors, we will agree in advance with the subcontractors whether the
construction materials and machinery will be (i) procured by our subcontractors at their own cost and
the associated material expenses and machinery rental cost will be typically factored into the overall
subcontracting cost; or (ii) procured by us for the subcontractors’ use, in which case, the cost incurred
by us will be deducted from the payment due to the subcontractors. During the Track Record Period, to
a large extent, the subcontracting fees we paid to subcontractors included the material costs and the
machinery rental costs. For details, please refer to the paragraphs headed “Subcontractors – Principal
terms of subcontracting engagement” in this section. In preparation for a project, our project directors
and our purchasing team jointly identify the required types and quantities of construction materials to
be purchased for the project. The construction materials for undertaking our projects mainly include
cement, ready-mixed concrete and steel bars.
As the construction materials are procured on a project-by-project basis in accordance with the
project requirements, we rely on the accurate estimation of the required quantities, with a small buffer
included in each order to minimise wastage. The construction materials purchased by us or by our
subcontractors are delivered to the project site directly by the respective suppliers.
For details of our subcontractors and suppliers, please refer to the sub-sections headed “Suppliers”
and “Subcontractors” below in this section.
(c) Arrangement for bonds and guarantee
Performance bonds and performance guarantees
During the Track Record Period, to secure the due performance and observance of our
obligations under the contract, we were required by our customer in one project to procure a
performance bond in favour of the project owner equivalent to 5% of the total contract sum
awarded by the project owner to the main contractor. To support the issuance of such performance
bonds, we are typically required to maintain pledged deposits with banks as collateral, which
usually represent a certain percentage to the bond amount in general. To minimise our risks, we
may enter into similar arrangements with our subcontractors where we procure a performance
bond from our subcontractors to be granted in our favor.
In another project undertaken by us during the Track Record Period, instead of requiring us
to arrange for a performance bond, the customer deducted and retained a sum equivalent to 5% of
each progress payment as a form of performance guarantee.
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If we fail to complete a project in accordance with the contract due to our fault, the project
owner may claim the performance bond amount, or our customers may claim the amount retained
as performance guarantee to cover their losses, as the case may be. Subject to the terms of
individual contracts, the value of the performance bond or the retained amount by the customers as
performance guarantee is generally released to us within 12 to 24 months after the expiry of the
defects liability period. During the Track Record Period, the performance bond procured by us had
not been enforced by the project owner, and no amount retained as performance guarantee was
claimed by our customer.
Project implementation
Following the finalisation of project plans and arrangements for supplies and subcontracted
services, our project managers coordinate the commencement of site works in accordance with the
customer’s schedule and specific requirements. A project generally commences according to the
commencement date as stipulated in the letter of award. The construction works and other
labour-intensive works at the site are generally executed by our subcontractors under the supervision of
our project management team. Our project managers coordinate day-to-day operations, manage
construction activities, conduct valuation of progress claims and verify subcontractors’ works for
payment, maintain regular communication with the customer to report on project status, address any
feedback, and provide timely updates. In parallel, our senior management team would continuously
monitor the progress of our projects on a continuous basis to ensure that our works meet our customers’
requirements, and the progress aligns with budgetary forecast and verifying compliance with all
applicable laws and regulations.
Depending on individual projects’ size, complexity and manpower requirements, our Group in
general undertakes three to five projects at one time. As at the Latest Practicable Date, we had five
ongoing projects, including four bridge engineering projects and one flood mitigation project. The
project duration (from commencement to completion) of our projects during the Track Record Period
ranged from approximately one to five years.
During the implementation phase, we may from time to time receive variation orders from
customers requiring additional or revised works. Please refer to the paragraphs headed “Customers –
Major terms of engagement” below in this section for details. For such changes, the scope and pricing
will be agreed with the customer, and the agreed variation is then reflected in our monthly payment
applications.
Quality control and acceptance assessment
Our engineers and QAQC personnel are responsible for quality control throughout the
procurement of supplies and project execution. Please refer to the sub-section headed “Quality control”
below in this section for more details.
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Subject to the terms and conditions of each contract, our customers generally make progress
payments to our Group on a monthly basis. Our Group typically submits monthly payment applications
to our customers detailing the value of our works completed in the preceding month. Certification of
payment applications generally takes about two to three weeks from the submission date, while the final
accounts certification may take a longer time as the customers or their consultants may require more
time to evaluate our overall works.
Our customers are generally entitled to hold 10% of each monthly payment made to us as retention
money and subject to a cap of 5% of the total contract sum. Depending on the contract terms, half of the
retention money withheld is generally released to us after practical completion of a project and the
remaining half is generally released after expiry of the defects liability period or upon receiving the
certificate of making good defects. For our projects completed during the Track Record Period, all
retention monies retained by our customers were fully released to us. We also impose similar retention
arrangement on our subcontractors to align with payment structures and safeguard against defective
works.
Completion
A project is typically deemed to be substantially completed when all contracted works have been
duly carried out to the satisfaction of the customers, as confirmed through final inspection and the
issuance of a certificate of practical completion. Our Group will then prepare the final accounts with the
customers to set out the amount to be paid by the customers taking into account the value of total work
done, amount previously paid, retention monies and variations claims, etc.
During the Track Record Period and up to the Latest Practicable Date, our Group had not
encountered any material disputes with our customers concerning project completion status or delay
attributable to our Group.
Defects liability period
We typically provide a defects liability period of up to 24 months following the practical
completion of each project. During the defects liability period, we are responsible for rectifying, at our
own cost, defects or deficiencies in the works which are discovered after completion. For subcontracted
works, we require the responsible subcontractors to address any defects arising from their scope of work
without additional charges to our Group. Where necessary, joint inspections with the customer are
conducted to determine the root cause of defects and allocate responsibility accordingly. During the
Track Record Period, we did not experience any material claim by our customers in respect of any
defective works.
Throughout both project execution and the defects liability period, our Directors and senior
management maintain regular communication with our customers to gather feedback on service quality.
These discussions cover our responsiveness, adherence to specifications, coordination with customer
instructions, and overall project management. Our Directors believe this continuous engagement allows
us to better align with customer expectations and remain attuned to evolving market demands.
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Certificate of making good defects
At the conclusion of the defects liability period, our customer will issue a formal certificate of
making good defects to confirm that all defects, if any, have been satisfactorily rectified in accordance
with the contract requirements. The issuance of this certificate of making good defects typically triggers
the release of the remaining half of the retention monies withheld during the project.
OUR PROJECTS
Given the scale, complexity and regulatory requirements of transportation infrastructure
engineering projects, as noted in the CIC Report, such projects commonly span several years from
commencement to completion. The projects undertaken by us during the Track Record Period were
primarily owned or initiated by the federal government or government-linked companies in Malaysia
and were characterised by large-scale construction involving girder bridges with complex design and
structures. These projects typically require multiple regulatory approvals, including among others,
environmental impact assessments, site safety assessments and grant of permit to work, which can be
time-consuming. Furthermore, successful execution of transportation infrastructure engineering
projects demands strong liquidity and access to substantial working capital to finance upfront costs such
as labour, materials, and machinery, as detailed in the paragraphs headed “Business strategies – Project
upfront costs” in this section. Due to their capital-intensive nature, such projects inherently limit the
number of projects a contractor, like our Group, can undertake concurrently, as over committing
resources may jeopardise both financial stability and project delivery. Accordingly, the number of
projects that our Group can execute concurrently is constrained by our then available working capital,
manpower and other operational resources.
Given our limited concurrent project capacity, our Group focuses on deploying resources to
compete for large-scale, high-value projects in Malaysia that align with our financial capacity,
operational expertise and long-term growth objectives. By concentrating on fewer but larger projects,
we can maintain high-quality execution, optimise resource allocation, mitigate risks, and build a
reputation for reliability and excellence.
As at the Latest Practicable Date, we had five ongoing projects, comprising four bridge
engineering projects and one flood mitigation project, with an aggregate contract sum of approximately
RM723.5 million. Depending on the specific scope, technical complexity of a project as well as the
existence of any unforeseen circumstances (such as adverse weather condition, industrial accidents and
variation orders subsequently requested by customers), the duration of a project (from the date of
engagement to the date of completion) could generally range from approximately one to five years.
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Project-based collaboration arrangement with Bridgex
As advised by our Malaysia Legal Advisers, only contractors with a STB issued by the Ministry of
Entrepreneur Development and Cooperatives Malaysia are able to tender for any government projects
which are designated for the companies with a STB. According to the CIC Report, it is common in the
industry of Malaysia for contractors to enter into joint venture agreements or arrangements when
tendering for and executing construction projects. Such agreements are typically formed between two to
three contractors for various strategic purposes, for example, to satisfy specific licensing requirements
or to pool resources of different contractors for execution of large-scale projects. These joint venture
agreements or collaboration agreements would typically delineate the respective roles, responsibilities
and contributions of each party to the project.
Joint venture for Project JB15 : We formed a project-based unincorporated joint venture with
Bridgex in March 2016 (the “ Project JB15 Joint V enture ”) for jointly participating in the tender and
execution of a project located in the SUKE Highway, a project initiated by a government-linked
company designated for indigenous contractors in Malaysia (“ Project JB15 ”) and Bridgex held a STB.
Pursuant to the relevant joint venture agreement, it was agreed, among others, that the Project JB15
Joint V enture was to be managed by a management committee comprising three members, two from
Bridgex and one from us. The Project JB15 was awarded to the Project JB15 Joint V enture as the main
contractor, through which Bridgex secured the contract. Under the terms of that arrangement, Bridgex
had control over the management and operation of Project JB15 Joint V enture and assumed the leading
role in the execution of Project JB15. Acting under Bridgex’s overall project coordination in Project
JB15, our Group was engaged as a subcontractor to carry out certain works, including inter alia, the
construction and completion of the mainline and ramps and other associated works in the project site,
with a total contract sum of approximately RM260.7 million. Accordingly, our role in Project JB15 was
that of a subcontractor to Bridgex and thus, Bridgex was regarded as our customer in this project. There
was no sharing of economic interest for work done at the level of the Project JB15 Joint V enture.
The project was completed in July 2021 and certificate of making good defects was subsequently
issued to confirm that the works have been completely made good in February 2024. The joint venture
arrangement in relation to this Project JB15 was formally terminated in 2024.
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Our Group generated revenue of approximately RM2.7 million, RM4.0 million and nil for
FY2023, FY2024 and 6M2025, respectively, from this project. Although the project was completed in
2021, we recognised revenue in FY2023 and FY2024 which was related to post-completion adjustment
and certification of work done finalised due to variation orders in these two financial years. In
particular, based on the negotiation between our Group and Bridgex, the letter of award for Project JB15
was entered into on a re-measurement basis, pursuant to which an estimated contract sum was
determined based on the agreed unit rates and the estimated quantities of work items. Under the
re-measurement basis, Bridgex would measure the actual quantities of works executed on site and our
Group would be paid based on the actual work done. The revenue recognised in FY2023 and FY2024 in
relation to Project JB15 comprised (i) works completed prior to the project’s practical completion in
2021, for which the final contract sum remained subject to post-completion adjustments arising from
re-measurement of quantities of our work done; and (ii) additional works performed pursuant to
variation orders issued by Bridgex after the project’s practical completion in 2021, which were mainly
attributable to additional works in relation to the underground utilities relocation activities. These
post-completion adjustments and variation orders were progressively finalised as our Group’s claims
were certified by Bridgex after the practical completion of the project, as part of the ongoing process of
closing the final accounts. Accordingly, revenue recognition could occur prior to the issuance of such
final accounts, consistent with industry practice under re-measurement contracts.
According to CIC, (i) in the Malaysian civil engineering industry, it is not uncommon for
additional revenue to arise from post-completion adjustments resulting from re-measurement of
quantities and variation orders. Under Clause 11.1 of the Pertubuhan Akitek Malaysia (PAM) 2006 Form
of Contract (a widely adopted industry-standard contract form in Malaysia’s civil engineering industry),
such adjustments and variations may involve alterations or modifications to the design, quality or
quantity of works, covering additions or substitutions of works, changes in standard of materials,
removal of executed works or materials, and adjustments relating to working hours, site access, working
space, or sequence of execution; (ii) the period for resolving such post-completion adjustments and
variation orders is generally within one and a half to three years, and may extend up to five years after
project completion with exceptionally complex terrain conditions or design alterations; and (iii) the
timing for issuing final account statements varies, with the closing of final accounts and issuance of
final statements occasionally delayed for four to five years after completion.
Joint venture for Project JB25 : We formed another project-based unincorporated joint venture
with Bridgex in July 2021 (the “ Project JB25 Joint V enture ”) for jointly participating in the tender in
the project involving step-in works to complete the unfinished portion of a girder bridge of the SUKE
Highway (“ Project JB25 ”). Project JB25 was to be managed by a management committee comprising
three members, one from Bridgex and two from us.
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Our Group was selected to step in and complete outstanding works, including mainline and
associated works, site clearance, and temporary works, covering a total distance of approximately 0.66
km along the SUKE Highway. As our Group was expected to assume a primary role in Project JB25 due
to our prior successful participation in Project JB15, which was also undertaken along the SUKE
Highway, we had demonstrated to the customer our Group’s proven technical capabilities, available
resources, liquidity position, and financial capacity for successful execution of the work required under
the project. In light of the above, in July 2021, the customer (being the project owner of the project)
awarded the contract for Project JB25 to the Project JB25 Joint V enture as the panel contractor. Under
the relevant joint venture agreement, we had predominant rights, interests, liabilities, obligations and
entitlements to profits and losses of the Project JB25 Joint V enture, thereby exercising substantive
control over its operations. In practice, the Project JB25 Joint V enture did not maintain any separate
operation or workforce of its own; all project works were executed by our Group under the joint venture
arrangement. We assumed the leading role in project planning, coordination and execution including the
engagement of subcontractors, procurement of materials and overall project management. We also
undertook all financial responsibilities associated with the project, and engaged subcontractors to
undertake specific portions of the works. Therefore, while our Group was contractually positioned as a
subcontractor to the Project JB25 Joint V enture, our Directors consider that, in substance, our Group
effectively acted as the contractor to the project owner in view of our Group’s direct responsibilities and
control over project implementation. On the other hand, Bridgex was responsible for site cleaning,
cleaning and associated works. As a result, there was no sharing of economic interest for work done at
the level of the Project JB25 Joint V enture.
According to the CIC Report, although contractual arrangements generally do not specify whether
a subcontractor assumes a primary role, those with strong track records, relevant project experience, and
professional expertise are usually to be relied upon and expected by project owners and main
contractors in project execution. In particular, subcontractors whose previous experience can be directly
applied to the current project tend to have their importance further underscored, albeit without
exceeding that of the main contractor. Accordingly, during both project acquisition and implementation,
subcontractors with directly transferable experience in specialised areas are typically regarded highly
by project owners and main contractors alike. Their solutions and recommendations for addressing
contingencies are also given careful consideration, which is not uncommon in industry practice.
As this project involved step-in works to assist in the completion of certain portions of the works
that had not yet been completed, the total contract sum was determined based on the actual volume of
work carried out by us in accordance with the customer’s requests and instructions issued from time to
time during the course of the project. As such, the total contract sum for Project JB25 was not fixed at
the outset but was determined progressively by reference to the actual volume of work completed. At
the initial stage of engagement, our Group internally estimated the contract sum to be approximately
RM4.2 million, based on preliminary management discussions and an indicative understanding of the
expected scope. As the project progressed, the scope of work expanded significantly due to the
identification of further work requirements, including column works, crosshead portal works, crosshead
stressing works, beam launching works, diaphragm works and deckslab works, which were beyond our
original anticipation. As a result, the total contract sum increased to approximately RM33.1 million as
at 30 June 2025, reflecting the actual cumulative volume and value of works performed by our Group in
accordance with the customer’s instructions. The project was completed in August 2023. Revenue
recognised from this project amounted to approximately RM18.8 million prior to the Track Record
Period and approximately RM12.9 million, RM1.4 million and nil for FY2023, FY2024 and 6M2025,
respectively.
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The shift in primary roles between our Group and Bridgex in Project JB15 and Project JB25 arose
from specific commercial decisions made in respect of each project. These decisions took into account
the unique circumstances and technical requirements of the respective project, the party’s experience in
taking on similar projects, their designated responsibilities, and their respective levels of financial
commitments and manpower capacity at the relevant time.
According to CIC, adoption of an unincorporated joint venture structure is consistent with
industry practice. This structure is particularly suited for civil engineering projects entailing
project-specific collaborations with a short-to-medium term, generally not exceeding three years. At the
inception of a project, the unincorporated joint venture structure avoids the administrative burden and
regulatory requirements associated with establishing and maintaining a separate legal entity. During
execution, it enables each party to preserve its distinct legal status and operational autonomy, while
clearly delineating respective obligations, liability allocations, and profit-sharing mechanisms pursuant
to the joint venture agreement. Upon completion, the unincorporated joint venture structure facilitates a
streamlined and cost-efficient conclusion of the collaboration, as the parties may conclude the
arrangement without the procedural and statutory complexities involved in winding up a jointly
incorporated entity. Our Group and Bridgex formed the unincorporated structure of joint ventures for
Project JB15 and Project JB25 by entering into the relevant joint venture agreements, for, among others,
tendering for the project together and executing the project with different division of labour.
Accordingly, the “unincorporated” joint venture structure between our Group and Bridgex for Project
JB15 and Project JB25 were consistent with industry practice, according to CIC.
In contrast to Project JB15 and Project JB25, in the case of Project JB16 and Project JB31 (both of
which were awarded to our Group by Bridgex), Bridgex secured the projects independently as the main
contractor, and our Group was subsequently engaged by Bridgex as its subcontractor on a standalone
basis, without any collaboration arrangement in place. These were ordinary commercial subcontracting
arrangements entered into at the sole discretion of Bridgex, without prior understanding or agreement to
collaborate or share project responsibilities with our Group. Likewise, when our Group independently
secures a project as a subcontractor, we may, where appropriate, engage Bridgex to perform certain
portions of the works, such as traffic management and control, site cleaning and clearing and other
associated works, on a standalone commercial basis, just like other Independent Third Party
subcontractors our Group engages. These engagements are also conducted without any project-level
collaboration arrangement or joint venture structure in place.
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Notable projects completed prior to the Track Record Period
Prior to the Track Record Period, our Group participated as subcontractor in several notable
transportation infrastructure engineering projects in Malaysia. These projects contributed significantly
to strengthening our market position in the transportation infrastructure engineering market in
Malaysia.
Project Description of project
Services rendered
by us Duration of project
Eastern Dispersal
Link (EDL)
Johor Bahru,
Johor (Project
JB03)
Construction and completion of the EDL, an 8.1
km expressway in Johor Bahru, Malaysia,
connecting the north–south expressway to the
Johor-Singapore causeway. Strategically located,
it enhances cross-border traffic flow, reduces
city congestion, and supports regional trade by
improving connectivity between Malaysia and
Singapore’s southern economic corridor.
Construction of the
entire girder
bridge and four
bridge ramps,
covering a total
distance of
approximately 4.0
km
2008–2011
Duta-Ulu Kelang
Expressway
(DUKE) – Sri
Damansara Link
(SDL) (Project
JB10)
Construction and completion of the SDL, part of
the DUKE expressway, 7.0 km elevated
expressway in Kuala Lumpur, connecting the
districts of Segambut and Bandar Menjalara. It
serves to alleviate congestion and enhance
connectivity between northwestern suburbs and
the city center.
Construction of a
section of the
girder bridge,
covering a total
distance of
approximately
0.46 km
2014–2015
The SUKE
Highway
(Project JB15)
Construction and completion of a segment of the
24.4 km SUKE Highway. This segment enhances
connectivity between Sri Petaling and Ulu
Kelang of the Greater Kuala Lumpur
metropolitan area, alleviating congestion in
Kuala Lumpur’s eastern corridor.
Construction of a
section of the
girder bridge and
the ancillary
works, covering a
total distance of
approximately 2.8
km
2016–2021
Damansara – Shah
Alam Elevated
Expressway
(DASH)
(Project JB16)
Design, construction and completion of a segment
of the 20.1 km DASH highway in Selangor.
Spanning from Puncak Perdana to Penchala, it
enhances connectivity between western and
eastern Klang V alley, alleviating congestion and
supporting regional development.
Construction of a
section of the
girder bridge and
the ancillary
works, covering a
total distance of
approximately 2.3
km
2016–2021
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Projects completed during the Track Record Period and up to the Latest Practicable Date
During the Track Record Period, we successfully completed two transportation infrastructure engineering projects and the total contract value of
these completed projects amounted to approximately RM58.1 million. These projects demonstrated our technical capabilities, project management
proficiency, and commitment to quality, further reinforcing our track record in Malaysia’s transportation infrastructure engineering market. Th e table
below sets forth details of our projects completed during the Track Record Period and up to the Latest Practicable Date.
No. Project Description of project Services rendered by us Customer Project owner
Commencement
date
Completion
date
Original
contract
sum/
original
internal
estimated
contract
sum
Adjustment/
variation
order/work
instructions
received
on/before
the Latest
Practicable
Date
Total
contract
sum as at
the Latest
Practicable
Date
Total
revenue
recognised
before the
Track
Record
Period
Total
revenue
recognised
for FY2023
Total
revenue
recognised
for FY2024
Total
revenue
recognised
for 6M2025
Estimated
revenue to
be
recognised
after Track
Record
Period
(Note 1) (Note 2) (Note 3) (Note 4)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000) )
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
1. SUKE Highway
(Project JB25)
(Note 5)
Construction and completion of a
segment of the 24.4 km SUKE
Highway. This segment includes five
ramps, enhancing connectivity
between a suburban area south-east
of Kuala Lumpur and eastern Klang
V alley, and alleviating congestion
along key urban routes in the region.
Step-in works to assist in the
completion of certain portions
of the works that had not yet
been completed including
mainline and other associated
works, site clearance,
temporary works, in place of
another subcontractor,
covering a total distance of
approximately 0.66 km
Customer B Customer B September 2021 August 2023 4,150 28,999 33,149 18,787 12,940 1,421 − −
2. Central Spine Road,
Raub Bypass
(Project JB30)
Construction and completion of the
Raub Bypass, a toll-free expressway
segment in Raub, Pahang, which
serves to divert traffic away from
Raub town, significantly improving
inter-regional connectivity and
reducing travel time across central
Peninsular Malaysia by up to 90
minutes.
Construction of earthworks and
drainage works ancillary to
bridges along the highway,
covering a total distance of
approximately 9.6 km
Customer C Government of
Malaysia
July 2023 June 2024 25,000 − 25,000 − 12,771 12,229 − −
BUSINESS
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Notes:
1. This refers to the commencement date as set out in the letter of award issued by our customers.
2. This refers to (i) the completion date as set out in the letter of award or (ii) the completion date extended by the
certificate of delay and extension of time issued by our customers, whichever is later.
3. The original contract sum for Project JB30 refers to the contract sum stated in the letter of award, and does not
reflect any adjustments made due to variation orders (if any) or adjustments in contract sum after the award of
contract. The original internal estimated contract sum for Project JB25 refers to our Group’s initial internal
estimation of the contract sum as the letter of award did not specify a fixed contract sum for this rescue project, and
does not reflect any sum of work instructions from the customer from time to time during the subsistence of the
project. For works of Project JB25 that commenced before the Track Record Period, part of the contract sum has
been recognised as revenue in financial years prior to the Track Record Period.
4. The total contract sum as at the Latest Practicable Date equals to the original contract sum/original internal
estimated contract sum after adjustments made due to variation orders (if any) or work instructions for the relevant
project as agreed between us and the customer after the award of contract and up to the Latest Practicable Date.
5. Project JB25 was tendered through an unincorporated joint venture between Bridgex and our Group. The contract
was awarded to the Project JB25 Joint V enture whereby our Group assumed primary responsibility for project
coordination and execution. The project was managed mainly by our Group, including the engagement of
subcontractors and procurement of materials. For further details on the joint venture arrangement, please refer to the
paragraphs headed “Our projects – Joint venture arrangement for tendering government or government-linked
companies’ projects designated for indigenous contractors” in this section.
6. Figures may not add up due to rounding.
BUSINESS
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Ongoing projects as at the Latest Practicable Date
As at the Latest Practicable Date, our Group had five ongoing infrastructure projects comprising four bridge engineering projects and one flood
mitigation project, with a total contract value of approximately RM723.5 million. These projects, which were at various stages of execution, form pa rt of
our strategic focus on large-scale public infrastructure developments ranging from bridge engineering projects under transportation infrastruc ture
engineering market and flood mitigation project. The table below sets forth details of our ongoing projects as at the Latest Practicable Date.
No. Project Description of project
Services rendered/
to be rendered by us Customer Project owner
Commencement
date
Expected
completion date
Original
contract
sum
Adjustment/
variation
order
received
on/before
the Latest
Practicable
Date
Total
contract
sum as at
the Latest
Practicable
Date
Total
revenue
recognised
before the
Track
Record
Period
Total
revenue
recognised
for FY2023
Total
revenue
recognised
for FY2024
Total
revenue
recognised
for 6M2025
Estimated
revenue to
be
recognised
after the
Track
Record
Period
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
1. A major federal highway
project spanning
approximately 340 km across
Peninsular Malaysia,
providing a four-lane inland
route that enhances
north–south connectivity
between central and east
coast regions (Project JB27)
(Note 7)
Construction and completion of a
highway segment linking certain
regions in Pahang, which serves
to divert traffic away from a
congested town centre, reducing
travel time by up to 40 minutes
and enhancing connectivity
between the east coast and central
Peninsular Malaysia. (Note 7)
Construction of the road works and
a section of a girder bridge and
other ancillary works including
site clearing, earthworks,
drainage, road furniture,
pavement, geotechnical, structural
works, environment protection
and other associated works,
covering a total distance of
approximately 10.3 km. (Note 8)
Customer A Government of
Malaysia
July 2022 April 2027 232,000 1,361 233,361 2,908 39,204 65,363 24,219 101,667
BUSINESS
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No. Project Description of project
Services rendered/
to be rendered by us Customer Project owner
Commencement
date
Expected
completion date
Original
contract
sum
Adjustment/
variation
order
received
on/before
the Latest
Practicable
Date
Total
contract
sum as at
the Latest
Practicable
Date
Total
revenue
recognised
before the
Track
Record
Period
Total
revenue
recognised
for FY2023
Total
revenue
recognised
for FY2024
Total
revenue
recognised
for 6M2025
Estimated
revenue to
be
recognised
after the
Track
Record
Period
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
2. Bridge and road works of 2.8
km long, spanning the
Bernam River connecting a
district in Selangor to a
district in Perak over the Air
Tawar river (Project JB28)
(Note 7)
Construction and completion of the
bridge and road project over the
Bernam River which connects a
district in Selangor, and a district
in Perak. The project is designed
to reduce travel time between the
two towns by up to 55 minutes,
enhancing regional connectivity
and economic integration. (Note
7)
Design and construction of the road
and the entire girder bridge and
other ancillary works including
site clearance and demolition,
earthworks, drainage, pavement,
road furniture, geotechnical,
structures, traffic management
and control, environmental
protection, routine maintenance,
occupational safety and health
and electrical works, covering a
total distance of approximately
2.8 km. (Note 8)
Customer D Government of
Malaysia
December 2022 June 2027 165,000 − 165,000 30 7,878 33,699 46,173 77,220
BUSINESS
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No. Project Description of project
Services rendered/
to be rendered by us Customer Project owner
Commencement
date
Expected
completion date
Original
contract
sum
Adjustment/
variation
order
received
on/before
the Latest
Practicable
Date
Total
contract
sum as at
the Latest
Practicable
Date
Total
revenue
recognised
before the
Track
Record
Period
Total
revenue
recognised
for FY2023
Total
revenue
recognised
for FY2024
Total
revenue
recognised
for 6M2025
Estimated
revenue to
be
recognised
after the
Track
Record
Period
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
3. Bridge and road works in a
rural village located in the
Kulim district of Kedah
(Project JB29) (Note 7)
Construction and completion of the
bridge and road project in a rural
village in the Kulim district of
Kedah , which aims to enhance
regional connectivity within the
northern corridor of Peninsular
Malaysia and improve
transportation links between
Kedah and neighboring states,
supporting economic growth and
accessibility in the region.
(Note 7)
Design and construction of the road
connected to the girder bridges
and the entire section of two
girder bridges and other ancillary
works including site clearance
and demolition, earthworks,
culvert & drainage, pavement,
road furniture, geotechnical,
structures, traffic management
and control, environmental
protection, routine maintenance,
occupational safety and health
and electrical works, covering a
total distance of approximately
11.1 km. (Note 8)
Customer E Government of
Malaysia
August 2023 November 2028 118,000 – 118,000 – 1,186 6,494 2,756 107,564
BUSINESS
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No. Project Description of project
Services rendered/
to be rendered by us Customer Project owner
Commencement
date
Expected
completion date
Original
contract
sum
Adjustment/
variation
order
received
on/before
the Latest
Practicable
Date
Total
contract
sum as at
the Latest
Practicable
Date
Total
revenue
recognised
before the
Track
Record
Period
Total
revenue
recognised
for FY2023
Total
revenue
recognised
for FY2024
Total
revenue
recognised
for 6M2025
Estimated
revenue to
be
recognised
after the
Track
Record
Period
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
4. Flood mitigation works for the
Kenau River, Sungai
Lembing Town, Kuantan,
Pahang (Project JB31)
Performance and completion of
flood mitigation works at the
Kenau River in Pahang, a
significant initiative aimed at
reducing flood risks in this
historically flood-prone area. The
project targets to decrease the
flood-affected population from
4,600 to 400 and reduce the
inundated area from 40 hectares
to 4 hectares, thereby enhancing
safety and resilience for the local
community.
Design and construction of the
flood mitigation structural forms
including site clearance and
demolition, geotechnical,
structures, traffic management,
environmental protection, routine
maintenance, occupational safety
and health and mechanical and
electrical works. (Note 8)
Bridgex Government of
Malaysia
November 2023 April 2027 95,989 – 95,989 – 2,163 9,794 838 83,194
BUSINESS
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--- page 160 ---
No. Project Description of project
Services rendered/
to be rendered by us Customer Project owner
Commencement
date
Expected
completion date
Original
contract
sum
Adjustment/
variation
order
received
on/before
the Latest
Practicable
Date
Total
contract
sum as at
the Latest
Practicable
Date
Total
revenue
recognised
before the
Track
Record
Period
Total
revenue
recognised
for FY2023
Total
revenue
recognised
for FY2024
Total
revenue
recognised
for 6M2025
Estimated
revenue to
be
recognised
after the
Track
Record
Period
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
(approx.
RM’000)
5. Bridge and road works for a
major connecting road from
Kota Tinggi to Mersing and
the states along the east
coast regions (Project JB32)
(Note 7)
Construction and completion of
overall 7.035 km single lane dual
carriageway consisting of one
girder bridge. The project
involves upgrading the route in
the road sections where accidents
frequently occur and which are
prone to flooding during heavy
rainfall, thereby enhancing safety
in the area.
Construction of the road connected
to the girder bridge and one
girder bridge and other ancillary
works including demolition
works, site clearing, earthworks,
drainage, pavement works, road
furniture, geotechnical works and
traffic management. (Note 8)
Zinpac
Enterprise
Sdn. Bhd.
Government of
Malaysia
July 2025 March 2028 111,167 − 111,167 −−−− 111,167
BUSINESS
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Notes:
1. This refers to the commencement date as set out in the letter of award issued by our customers or the date of site
possession by our Group for performance of works after receiving the letter of award.
2. The expected completion date refers to (i) the completion date as set out in the letter of award or (ii) the certificate
of/approval on delay and extension of time issued by or applied to our customers, whichever is later and is subject to
change depending on the status and progress of the project and the terms of the contract.
3. The original contract sum refers to the contract sum stated in the letter of award, and does not reflect any
adjustments made due to variation orders (if any) or adjustments in contract sum after the award of contract. For the
contracts that commenced before the Track Record Period, part of the contract sum has been recognised as revenue
in the financial years prior to the Track Record Period.
4. The total contract sum as at the Latest Practicable Date equals to the original contract sum after adjustments made
due to variation orders (if any) for the relevant project as agreed between us and the customer after the award of
contract and up to the Latest Practicable Date.
5. The estimated revenue to be recognised after the Track Record Period is based on our Directors’ best estimation, and
is subject to change depending on the status and progress of the project, potential adjustment to contract value (e.g.
variation order) and the terms of the contract.
6. Figures may not add up due to rounding.
7. Owing to the confidentiality undertaking under our contract with the customer and the customer’s refusal to grant
consent for disclosure, we are unable to reveal the name and address of the project and have instead provided a
description of its location and relevant details.
8. The level of design involvement varied across our ongoing projects. For Project JB27, the customer provided the full
design and our Group undertook construction only, without any design input or value engineering. For Projects JB28
and JB29, the customers provided the design briefs, and our Group provided value engineering services to propose
alternative design options, upon which the construction works were subsequently carried out. For Project JB31, the
customer provided a design brief while our Group was responsible for the detailed design and construction. For
Project JB32, the customer provided the design, and our Group is still assessing whether any value engineering
could be undertaken. For details of value engineering undertaken by our Group, please refer to the paragraphs
headed “Our services – I. Design and construction of girder bridges and construction of the connecting highway,
roads and ancillary facilities” in this section.
BUSINESS
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--- page 162 ---
Each of these ongoing projects involves stringent compliance with governmental and engineering
standards. Given the technical complexity and capital requirements of these contracts, we have allocated
substantial management and operational resources to ensure timely delivery and adherence to quality
benchmarks.
Our Directors believe that successful execution of these ongoing projects will not only contribute
significantly to our revenue in the near term but also further strengthen our credentials and
competitiveness for future tender opportunities in Malaysia’s infrastructure engineering market.
The following table sets forth the movement in the number and value of projects which were
completed or ongoing during the Track Record Period:
FY2023 FY2024 6M2025
Number of
Projects
Contract
Value
Number of
projects
Contract
Value
Number of
projects
Contract
Value
(RM’000)
(approx.)
(RM’000)
(approx.)
(RM’000)
(approx.)
Opening number of projects/ Opening value of
backlog as at the beginning of the relevant
year/period 3 408,077 5 571,150 4 443,632
Add: new project(s) secured/newly secured
contract value from new project(s) 3 238,989 − − −
(Note) −(Note)
Add: variation orders/work instructions N/A 226 N/A 1,482 N/A −
Less: (projects completed)/(revenue recognised) (1) (76,142) (1) (129,000) − (73,986)
Ending backlog as at the end of the relevant
year/period 5 571,150 4 443,632 4 369,646
Note: In July 2025, we were awarded one new project with a contract sum of approximately RM111.2 million.
Our Directors confirm that (i) our Group did not have, and did not expect to have, any loss-making
projects during the Track Record Period or as of the Latest Practicable Date, respectively; and (ii) our
Group did not experience any material cost overruns or progress delays due to our fault in any of the
projects undertaken by us during the Track Record Period and up to the Latest Practicable Date.
CUSTOMERS
During the Track Record Period, our customers mainly comprise main contractors in
transportation infrastructure engineering projects in Malaysia. The owners of these projects are the
federal government or government-linked companies in Malaysia. These customers typically engage us
as subcontractors to carry out specific portions of construction works, particularly bridge engineering
works.
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Major customers
During the Track Record Period, our major customers are primarily established main contractors
undertaking transportation infrastructure engineering projects initiated by the federal government or
government-linked companies in Malaysia.
Set out below is a breakdown of our revenue by our five largest customers in each of FY2023 and
FY2024 and our four largest customers in 6M2025 and their respective background:
For FY2023
Customer
Principal business activities of
customer
Major services
provided by our
Group
Credit
term
(Note 8)
Payment
method
Commencement
year of
business
relationship
Revenue
generated
from the
customer
As a
percentage of
our total
revenue
days RM’000
approximately
%
approximately
1 Customer A
(Note 1) Development works, building
construction works and water and
sewerage design and construction
works
Construction of
bridge works and
road works
30 Bank
transfer
2022 39,204 51.1
2 Customer B
(Note 2) Asset management, consulting and
project management and
maintenance and repair works and
toll management
Construction of
bridge works and
road works
45 Cheque 2021 12,940 16.9
3 Customer C
(Note 3) Construction works Construction of
earthworks and
drainage works
30 Bank
transfer
2023 12,771 16.6
4 Customer D
(Note 4) Property development and
construction of buildings to erect
and construct houses, building
contractors, construction of
motorways, roads and highways
Construction of
bridge works and
road works
30 Cheque 2023 7,878 10.3
5 Bridgex
(Note 5) All forms of construction in
buildings, highways, tunnels,
water dams, flood mitigation,
water treatment plants, and related
works such as renewable energy,
electricity, and power generation
Construction of bridge
works and road
works and design
and build of flood
mitigation works
30 Cheque 2016 4,851 6.3
Total 77,644 101.2
(Note7)
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For FY2024
Customer
Principal business activities of
customer
Major services
provided by our
Group
Credit
term
(Note 8)
Payment
method
Commencement
year of
business
relationship
Revenue
generated
from the
customer
As a
percentage of
our total
revenue
days RM’000
approximately
%
approximately
1 Customer A
(Note 1) Development works, building
construction works and water and
sewerage design and construction
works
Construction of
bridge works and
road works
30 Bank
transfer
2022 65,363 49.1
2 Customer D
(Note 4) Property development and
construction of buildings to erect
and construct houses, building
contractors, construction of
motorways, roads and highways
Construction of
bridge works and
road works
30 Cheque 2023 33,699 25.3
3 Bridgex
(Note 5) All forms of construction in
buildings, highways, tunnels,
water dams, flood mitigation,
water treatment plants, and related
works such as renewable energy,
electricity, and power generation
Construction of bridge
works and road
works and design
and build of flood
mitigation works
30 Cheque 2016 13,797 10.4
4 Customer C
(Note 3) Construction works Construction of
earthworks and
drainage works
30 Bank
transfer
2023 12,229 9.2
5 Customer E
(Note 6) Construction of roads and railway,
sewerage and similar activities,
construction of motorways,
streets, roads and pedestrian ways
Construction of
bridge works and
road works
30 Cheque 2023 6,494 4.9
Total 131,582 98.9
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For 6M2025
Customer
Principal business activities of
customer
Major services
provided by our
Group
Credit
term
(Note 8)
Payment
method
Commencement
year of
business
relationship
Revenue
generated
from the
customer
As a
percentage of
our total
revenue
days RM’000
approximately
%
approximately
1 Customer D
(Note 4) Property development and
construction of buildings to erect
and construct houses, building
contractors, construction of
motorways, roads and highways
Construction of bridge
works and road
works
30 Cheque 2023 46,173 62.4
2 Customer A
(Note 1) Development works, building
construction works and water and
sewerage design and construction
works
Construction of bridge
works and road
works
30 Bank
transfer
2022 24,219 32.8
3 Customer E
(Note 6) Construction of roads and railway,
sewerage and similar activities,
construction of motorways,
streets, roads and pedestrian ways
Construction of bridge
works and road
works
30 Cheque 2023 2,756 3.7
4 Bridgex
(Note 5) All forms of construction in
buildings, highways, tunnels,
water dams, flood mitigation,
water treatment plants, and related
works such as renewable energy,
electricity, and power generation
Construction of bridge
works and road
works and design
and build of flood
mitigation works
30 Cheque 2016 838 1.1
Total 73,986 100.0
Notes:
(1) Customer A is a private company incorporated in Malaysia. To the best knowledge and belief of our Directors after
making all reasonable enquiries, (i) Customer A ’s paid-up capital was approximately RM16.7 million as at the Latest
Practicable Date; (ii) Customer A ’s annual turnover and profit after taxation for the financial year ended 30
September 2023 were approximately RM131.9 million and RM2.3 million, respectively; (iii) as at 30 June 2025,
Customer A was not subject to any winding-up petition; (iv) examples of the notable projects of Customer A include
Karak water supply projects and upgrading of a federal road from Pekan to Kampung Sungai Miang in Pahang; (v)
as at the Latest Practicable Date, Customer A was owned by three individual shareholders who are indigenous
Malaysians engaged in the transportation infrastructure engineering industry, and they had no past or present
relationships (whether business, employment, family, trust, financing or otherwise) with our Group, our Directors,
Controlling Shareholders, senior management or any of their respective associates.
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(2) Customer B is a private limited company incorporated in Malaysia. To the best knowledge and belief of our
Directors after making all reasonable enquiries, (i) Customer B’s paid-up capital was RM10 million as at the Latest
Practicable Date; (ii) Customer B’s annual turnover and loss after taxation for the financial year ended 31 December
2024 were approximately RM78.0 million and RM230.3 million, respectively; (iii) as at 30 June 2025, Customer B
was not subject to any winding-up petition; (iv) examples of the notable projects of Customer B include projects
related to SUKE and DASH highway; (v) as at the Latest Practicable Date, Customer B was ultimately owned by a
trustee company wholly owned by the Ministry of Finance, Malaysia and a Malaysian government-linked investment
foundation, and they had no past or present relationships (whether business, employment, family, trust, financing or
otherwise) with our Group, our Directors, Controlling Shareholders, senior management or any of their respective
associates.
(3) Customer C is a private limited company incorporated in Malaysia. To the best knowledge and belief of our
Directors after making all reasonable enquiries, (i) Customer C’s paid-up capital was RM6.0 million as at the Latest
Practicable Date; (ii) Customer C’s annual turnover and profit after taxation for the financial year ended 31
December 2023 were approximately RM94.3 million and RM15.8 million, respectively; (iii) as at 30 June 2025,
Customer C was not subject to any winding-up petition; (iv) examples of the notable projects of Customer C include
Selangor State Library and Kuala Selangor Stadium; (v) as at the Latest Practicable Date, Customer C was owned by
two individual shareholders who are indigenous Malaysians engaged in the transportation infrastructure engineering
industry, and they had no past or present relationships (whether business, employment, family, trust, financing or
otherwise) with our Group, our Directors, Controlling Shareholders, senior management or any of their respective
associates.
(4) Customer D is a private limited company incorporated in Malaysia. To the best knowledge and belief of our
Directors after making all reasonable enquiries, (i) Customer D’s paid-up capital was RM3.0 million as at the Latest
Practicable Date; (ii) Customer D’s annual turnover and profit after taxation for the financial year ended 31
December 2024 were approximately RM26.3 million and RM0.2 million, respectively; (iii) as at 30 June 2025,
Customer D was not subject to any winding-up petition; (iv) examples of the notable projects of Customer D include
upgrading of a state road from Batu Maung to Jalan Sultan Azlan Shah, Penang; (v) as at the Latest Practicable Date,
Customer D was owned by two individual shareholders who are indigenous Malaysians engaged in the
transportation infrastructure engineering industry, and they had no past or present relationships (whether business,
employment, family, trust, financing or otherwise) with our Group, our Directors, Controlling Shareholders, senior
management or any of their respective associates.
(5) Bridgex is a private limited company incorporated in Malaysia. To the best knowledge and belief of our Directors
after making all reasonable enquiries, (i) Bridgex’s paid-up capital was RM1.5 million as at the Latest Practicable
Date; (ii) Bridgex’s annual turnover and profit after taxation for the financial year ended 31 December 2024 were
approximately RM21.3 million and RM0.2 million, respectively; (iii) as at 30 June 2025, Bridgex was not subject to
any winding-up petition; (iv) examples of the notable projects of Bridgex include MRR2 (Middle Ring Road 2)
repair works; (v) as at the Latest Practicable Date, Bridgex was owned by two individual shareholders, namely Ms.
Nor Hidayah Binti Md Khairuddin Pang and Ms. Sarimah Binti Mohd Nasir, who are indigenous Malaysians
engaged in the transportation infrastructure engineering industry and they had no past or present relationships
(whether business, employment, family, trust, financing or otherwise) with our Group, our Directors, Controlling
Shareholders, senior management or any of their respective associates, save for those disclosed in the sub-section
headed “Relationship with Controlling Shareholders – The Controlling Shareholders’ previous interest in Bridgex”.
(6) Customer E is a private limited company incorporated in Malaysia. To the best knowledge and belief of our
Directors after making all reasonable enquiries, (i) Customer E’s paid-up capital was RM3.0 million as at the Latest
Practicable Date; (ii) Customer E’s annual turnover and profit after taxation could not be ascertained since the
company is exempted from public disclosure of its financial information; (iii) as at 30 June 2025, Customer E was
not subject to any winding-up petition; (iv) examples of the notable projects of Customer E include rehabilitation
works for riverbank erosion at Sungai Langat in the vicinity of the TNB Transmission Tower, Mukim Dengkil,
Sepang District; (v) as at the Latest Practicable Date, Customer E was owned by an individual shareholder who is an
indigenous Malaysian engaged in the transportation infrastructure engineering industry, and the shareholder had no
past or present relationships (whether business, employment, family, trust, financing or otherwise) with our Group,
our Directors, Controlling Shareholders, senior management or any of their respective associates.
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(7) The combined revenue from our five largest customers in FY2023 exceeded 100% of our total revenue for FY2023
due to a reversal of revenue of approximately RM2.1 million recognised prior to the Track Record Period. Such
revenue mainly related to preliminary design works performed by our Group for a project awarded by a customer in
2021. Following the award and after several rounds of communications with the customer, our Group was given to
understand that the customer had adopted and approved our initial design and hence, consistent with industry
practice, our Group proceeded with certain preliminary works, including the engagement of subcontractors to carry
out structural engineering consultancy and soil investigation works, which were intended to form the basis for the
next stage of project execution. We commenced the works in 2021 and also incurred costs for other related items,
such as site office and staff quarters rental and staff costs. These activities were undertaken while keeping the
customer informed of the progress, and formed part of the preparatory phase for project implementation. The total
costs incurred by us in connection with such activities amounted to approximately RM1.9 million. In view of the
above, we recognised approximately RM2.0 million of revenue in 2021 based on the performance of the preliminary
design works. However, in FY2023, our Group and the customer mutually agreed to terminate the contract in view
of the change in work scope. Following the termination, our Group was no longer obligated to perform any further
work on the project and none of the costs incurred by us was recovered. As the termination constituted a contract
modification within the meaning of the relevant accounting standards, we reversed the relevant revenue of
approximately RM2.0 million in FY2023. As a result of the above, our total revenue for FY2023 was lower than the
revenue generated from our five largest customers in FY2023.
We acknowledge the importance of maintaining robust internal controls to ensure that revenue is recognised
appropriately and in compliance with the relevant accounting standards. Our Group has implemented and will
continue to strengthen the following internal control procedures and risk-mitigation measures to prevent the
recurrence of revenue reversals similar to the isolated case described above: (i) prior to the commencement of any
works, including preliminary or design-related activities, our project directors are required to review and confirm
that a formally executed contract or other legally binding documentation is in place. No revenue may be recognised
unless such contractual documentation has been reviewed and endorsed by the project directors; (ii) any request or
instruction to proceed with works, particularly preliminary or design works, must be supported by written
confirmation from the customer, such as a notice to proceed, formal approval letter, or equivalent document
evidencing the customer’s acceptance of the relevant scope and payment obligation; (iii) revenue recognition
assessments are subject to multi-level review. The finance department, in consultation with the project management
team, reviews the timing and basis of revenue recognition. All project-based revenue recognition proposals are
further reviewed by senior management before being reflected in the accounts; and (iv) we maintain comprehensive
documentation of all customer communications, approvals and variations to contract terms. According to the CIC
Report, the above procedures and measures are consistent with industry practice.
(8) Credit term for our customers usually counts from the date of the certification by the customer of our completed
works.
(9) In 6M2025, our Group recorded revenue from a total of four customers.
(10) Figures may not add up due to rounding.
During the Track Record Period, Bridgex was held as to 35% by Datuk Tan from January 2023 to
February 2024, and as to 5% and 30% by Datuk Tan and Mr. Andy Tan, respectively, from February
2024 until June 2024 when they disposed of all their shares in Bridgex. Please refer to the sub-section
headed “Relationship with Controlling Shareholders – The Controlling Shareholders’ previous interest
in Bridgex” for details. Save for this, none of our Directors, their close associates, or any Shareholders
who or which, to the knowledge of our Directors, owned more than 5% of the issued Shares as at the
Latest Practicable Date had any interest in any of the five largest customers of our Group in each of
FY2023 and FY2024 and our four largest customers in 6M2025.
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Customer concentration
The total revenue from our five largest customers in each of FY2023 and FY2024 and our four
largest customers in 6M2025 represented approximately 101.2%, 98.9% and 100.0% of our total
revenue for FY2023, FY2024 and 6M2025, respectively; and the revenue from our largest customer in
each year/period during the Track Record Period represented approximately 51.1%, 49.1% and 62.4% of
our total revenue, respectively for the corresponding year/period.
While it appears that a majority of our revenue is derived from a few customers during the Track
Record Period, our Directors are of the view that the presence of a limited number of customers at any
one time is both normal and expected within the transportation infrastructure engineering market in
Malaysia. This should not be construed as reliance on any single customer, for the following reasons:
1. Industry norm due to project size and duration : Infrastructure projects, particularly those
involving bridge engineering and flood mitigation works, are by nature large-scale,
technically complex, and capital intensive. These projects typically require substantial
upfront investment in manpower, equipment, and materials, and are often subject to
multi-layered regulatory approvals and site-specific challenges. Consequently, they tend to
span extended timelines, commonly between two to five years from commencement to
completion. According to the CIC Report, given the capital-intensive and long-term nature of
such projects, it is standard industry practice for contractors to focus on a limited number of
concurrent engagements, each of which may contribute a material portion of annual revenue.
Accordingly, the presence of a small number of customers at any given time is reflective of
the project delivery cycle and resource allocation strategy typical in the infrastructure
engineering sector, rather than indicative of an exceptional or heightened reliance on any
single customer.
2. High switching costs and our established track record : In the context of large-scale
infrastructure projects, main contractors and project owners typically favour continuity and
reliability in engaging subcontractors. The onboarding of a new subcontractor midway
through a project would involve significant time and cost, including vetting, integration, and
alignment of work methods and safety procedures. Given our Group’s established track
record, site-specific knowledge, and adherence to technical standards, our Directors believe
that customers would not have much commercial or operational incentive to substitute our
Group with an alternative subcontractor.
3. Enlarged scale of operation and expansion of customer portfolio : In view of the expected
growth in the market size of the transportation infrastructure engineering industry and the
flood mitigation segment in Malaysia as driven by, among others, government policies
according to the CIC Report, we intend to expand our scale of operation through actively
seeking opportunities in undertaking more projects, from both our existing and potential new
customers, on top of our present scale of operation and our current projects on hand. This
will help expand our customer portfolio and reduce the contribution from any single
customer. Please refer to the sub-section headed “Business strategies” in this section for
details of our business strategies.
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Based on the above, our Directors believe that the limited number of customers during the Track
Record Period is consistent with prevailing industry norms and would not expose our Group to undue
customer concentration or overreliance risk.
Principal terms of engagement
We generally do not enter into or maintain long-term framework agreements or exclusive
arrangements with our customers. Instead, our engagement with our customers is typically
project-based, awarded through a tender or quotation process. According to CIC, it is unusual for
subcontractors to enter into long-term service agreements with project owners when undertaking
large-scale transportation infrastructure engineering and flood mitigation projects as such projects are
generally awarded through separate tenders and performed under project-specific agreements. Once
selected, we enter into formal contracts with our customers, normally in the form of a letter of award,
containing terms and conditions relating to the particulars of a project and the major terms and
conditions. While the terms of our contracts with customers vary from project to project, the following
table summarises the key and commonly adopted terms of these contracts:
Types and scope of work: The contract identifies the types and scope of the work which we are
engaged to perform. It is generally defined by the customer and
typically includes detailed engineering drawings, construction
methods, and technical standards for bridge structures and
associated works.
Contract sum: During the Track Record Period, our customers generally engaged
us based on a fixed lump sum price under which we were generally
required to carry out the specified works required by our customers
of fixed quantity at an agreed lump sum price. We may also enter
into contracts with customers on re-measurement basis, which will
specify an estimated contract sum based on the agreed unit rates and
the estimated quantities of work items. Our customers will measure
the actual quantities of works executed on site and our Group will
be paid based on the actual work done.
Payment: We generally submit a progress payment application to our customer
on a monthly basis with reference to the amount of works
completed. Upon receiving our application for progress payments,
our customers will examine and certify our works done by issuing a
payment certificate to us. The credit term granted by us to our
customers is generally 30 to 45 days from the date of certification
by our customers of our completed works.
In one of the projects undertaken by us during the Track Record
Period, prior to the commencement of the project, our customer
which was the main contractor in a government project had made an
advance payment to us. Generally, such advance payment will not
exceed 25% of the contract sum, subject to a cap of RM10 million.
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Commencement date and
contract duration:
The period of a project typically commences according to the
commencement date as stipulated in the letter of award. The
contract duration varies depending on the project size, nature and
type of work, complexity and technically. During the Track Record
Period, the contracts entered by us were normally completed within
one to five years.
Insurance: In projects where we act as a subcontractor, the main contractor
would normally take out all necessary insurances for themselves and
their sub-contractors such as contractors’ all risk insurance and
employees’ compensation insurance against damages, claims and
compensation in respect of their employees and subcontractors and
the persons who are employed by them to work at the sites.
Our Group may sometimes be required to take out the aforesaid
insurances.
V ariation orders: The contracts generally provide for variation orders, which are
subject to mutual agreement between the parties on pricing and
scope of work. As such, our customers may issue variation orders to
revise the specifications and scope of works, resulting in
adjustments to the original contract sum. A variation order may
include (i) the revised scope of units and the corresponding bill of
quantities; (ii) updated drawings or guidelines for the revised scope
of work; and (iii) the instruction for the commencement of the
revised scope of work.
Defects liability period: We are generally subject to a defects liability period of up to 24
months after practical completion of a contract, during which we are
responsible and required to rectify defects or deficiencies relating to
works undertaken by us at our own cost.
Certificate of making good
defects:
The certificate of making good defects confirms that all identified
defects during the defects liability period have been rectified to the
satisfaction of our customers in accordance with the contract
requirements.
Performance bonds or
guarantee:
To safeguard the performance of our obligations under the contract,
we may be required by our customers to procure a performance
bond in favour of the project owner of a project, typically equivalent
to 5% of the main contract value, in the form of a bank guarantee.
In lieu of a performance bond, a customer may choose to deduct and
retain an amount, usually equivalent to 5% of each progress
payment as a form of performance guarantee.
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Subject to the terms of individual contracts, the performance bond
or the retained amount by the customers as performance guarantee is
generally released to us within 12 to 24 months after the expiry of
the defects liability period.
Retention money: Our customers are generally entitled to hold 10% of each progress
payment as retention money, subject to a cap of 5% of the total
contract sum. Depending on the contract terms, half of the retention
money is generally released to us upon the practical completion of
the project and the remaining half is generally released upon expiry
of the defects liability period or upon issuance of the certificate of
making good defects.
Under industry practice, a customer may require our Group to
provide both (i) performance bonds or guarantees and (ii) retention
money in the same project, depending on the commercial
negotiations for each project. Nevertheless, this did not occur in any
of the projects undertaken by our Group during the Track Record
Period, as after the negotiations between our Group and our
customers, our customers required either (i) performance bonds or
guarantees, or (ii) retention money, but not both for the same
project.
Liquidated damages: The amount of liquidated damages payable by our Group on a per
day basis if we fail to complete the agreed scope of work within the
specific contract period is generally set out in the contract.
Rights of termination by
customers:
Our customer has the right to terminate our contract by giving
advance notice, if we fail to execute the works in accordance with
the terms of the contract as agreed.
During the Track Record Period and up to the Latest Practicable
Date, we did not experience any early termination of contracts nor
any material delays in our projects which would result in liquidated
damages being imposed on us.
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Credit policy
Our Group generally submits monthly payment applications to our customers detailing the amount
and value of our works done in the previous month, subject to a credit term of approximately 30 to 45
days from the date of certification by our customers in general.
We have in place internal policies to manage collection of trade receivables and unbilled revenue
including: (i) monitoring and regularly updating the status and amount of funds received for each bill;
(ii) compiling trade receivable ageing report on a monthly basis; (iii) reporting to head of contract in
respect of bills that remain outstanding for over 90 days and to closely follow up with customers for
settlement of the outstanding bills; and (iv) reporting to our executive Directors the reasons for bills that
remain outstanding for over 180 days and issuing letter of demand and/or initiating legal action at
management’s judgement.
SUPPLIERS
We maintain a list of approved suppliers of (i) construction materials (such as cement,
ready-mixed concrete and steel bars); and (ii) machinery rental service providers.
These construction materials are procured either directly by our Group from our approved
suppliers or, by our subcontractors, depending on the terms of the contracts between us and our
subcontractors, which reflect the commercial and operational arrangements agreed for each project. If
the subcontractors are responsible for procuring construction materials and arranging the rental of
machinery and equipment, the associated procurement costs and rental expenses will be factored into
the subcontracting fees payable to them.
During the Track Record Period, we did not have any material difficulty in sourcing or obtaining
supplies in accordance with our needs for our business operation, and we did not experience any
material difficulties or delays in performing our projects caused by shortage of construction materials
(including other suppliers) and/or machinery rental services. Our Directors consider that the possibility
of shortage or delay in the materials or rental services is low given the abundance of suppliers in the
market and the nature of materials and rental services required by us.
Criteria for selecting suppliers
As at the Latest Practicable Date, there were over 290 suppliers in our approved list, which
provided flexibility to us in selecting the appropriate suppliers. We only engage suppliers who are
included in our internal list of approved suppliers. Admission to this list is subject to a selection and
evaluation process based on multiple criteria, including (i) quality of materials or rental services
provided; (ii) timeliness and consistency of delivery; (iii) years of experience of the supplier; (iv)
resources and capabilities; and (v) pricing competitiveness. Our approved list of suppliers is reviewed
and updated periodically. During the Track Record Period, none of our suppliers was removed from our
internal list due to poor quality of the materials supplied by them.
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Prices for construction materials and machinery rental services are determined on a
project-by-project basis based on quotations obtained from our approved suppliers and mutually agreed
commercial terms. Our Directors consider various factors, including but not limited to the future price
trend of the materials and rental services when preparing tender proposals and hence we could generally
pass on any increase in costs to our customers. During the Track Record Period and up to the Latest
Practicable Date, we had not experienced any material fluctuations in the costs of materials and rental
services that had a material impact on our business, financial condition or results of operations.
Principal terms of our purchase orders
During the Track Record Period, to maintain flexibility in supplier selection, we had not entered
into any long-term supply agreement with any of our major suppliers. We generally placed purchase
orders with our suppliers for procurement. A standard purchase order of our Group contains
specifications and quantity of materials to be procured by us, their unit prices and the total transaction
amount, payment term, place of delivery and delivery date.
Major suppliers
For FY2023, FY2024 and 6M2025, the total purchase by our Group from our suppliers amounted
to approximately RM7.9 million, RM17.0 million and RM12.8 million, respectively, representing
approximately 12.1%, 15.9% and 22.0% of our total cost of services for the corresponding years/period.
For FY2023, FY2024 and 6M2025, purchase by our Group from our largest supplier in each year/period
during the Track Record Period amounted to approximately RM2.1 million, RM4.2 million and RM5.2
million, respectively, representing approximately 3.2%, 3.9% and 9.0% of our total cost of services for
the corresponding years/period, while the total purchase by our Group from our five largest suppliers in
each year/period during the Track Record Period amounted to approximately RM3.1 million, RM10.9
million and RM9.9 million, respectively, representing approximately 4.7%, 10.1% and 17.0% of our
total cost of services for the corresponding years/period. All of our major suppliers in each year/period
during the Track Record Period were located in Malaysia.
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Set out below is a breakdown of our total purchase from our five largest suppliers in each
year/period during the Track Record Period based on the ranking of their contribution to our total cost
of services and their respective background information:
For FY2023
Supplier
Principal business
activities of the supplier
Type of
purchases from the
supplier
Credit
term Payment method
Commencement
year of
business
relationship
Approximate
purchase from
the supplier
Approximate
percentage of
our total cost
of services
days RM’000
approximately
%
approximately
1 Yick Hoe Ferrous
Steel Sdn Bhd
(Note 1)
Trading of carbon steel
products; provision of
transportation services
Steel bars 60 Bank transfer or
cheque
2015 2,090 3.2
2 Hi-Tech Mix Sdn Bhd
(Note 2)
Production of ready-mixed
concrete materials, bricks
and cements; provision
of transportation services
Ready-mixed concrete 60 Cheque 2020 553 0.8
3 Win Concrete Sdn
Bhd
(Note 3)
Trading of ready-mixed
concrete; provision of
transportation and
cartage services
Concrete 30 Cheque 2023 226 0.3
4 Supplier A
(Note 4) Import of steel Pre-stressed concrete
strand
60 Cheque 2023 126 0.2
5 Supplier B (Note 5) Engineering works and
general construction
Steel mould fabricator 30 Cheque 2008 121 0.2
Total 3,116 4.7
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For FY2024
Supplier
Principal business
activities of the supplier
Type of
purchases from the
supplier
Credit
term Payment method
Commencement
year of
business
relationship
Approximate
purchase from
the supplier
Approximate
percentage of
our total cost
of services
days RM’000
approximately
%
approximately
1 Yick Hoe Ferrous
Steel Sdn Bhd
(Note 1)
Trading of carbon steel
products; provision of
transportation services
Steel bars 60 Bank transfer or
cheque
2015 4,232 3.9
2 Win Concrete Sdn
Bhd
(Note 3)
Trading of ready-mixed
concrete; provision of
transportation and
cartage services
Concrete 30 Cheque 2023 2,771 2.6
3 Supplier C
(Note 6) Production and sale of
concrete products
Spun piles 30 Cheque 2024 1,554 1.4
4 Posim Marketing Sdn
Bhd (Note 7)
Trading and distribution of
building materials and
steel products
Rebars and steel bars 60 Cheque 2017 1,294 1.2
5 Hiap Teck Hardware
Sdn Bhd
(Note 8)
Import, export and dealing
of steel products,
hardwares and building
materials
Rebars and steel bars 60 Cheque 2024 1,047 1.0
Total 10,898 10.1
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For 6M2025
Supplier
Principal business
activities of the supplier
Type of
purchases from the
supplier
Credit
term Payment method
Commencement
year of
business
relationship
Approximate
purchase from
the supplier
Approximate
percentage of
our total cost
of services
days RM’000
approximately
%
approximately
1 Supplier C
(Note 6) Production and sale of
concrete products
Spun piles 30 Cheque 2024 5,221 9.0
2 Yick Hoe
Ferrous Steel Sdn
Bhd
(Note 1)
Trading of carbon steel
products; provision of
transportation services
Steel bars 60 Cheque 2015 1,604 2.8
3 Win Concrete Sdn
Bhd
(Note 3)
Trading of ready-mixed
concrete; provision of
transportation and
cartage services
Concrete 30 Cheque 2023 1,442 2.5
4 Hiap Teck Hardware
Sdn Bhd
(Note 8)
Import, export and dealing
of steel products,
hardware and building
materials
Rebars and steel bars 60 Cheque 2024 844 1.4
5 Chuan Seng Industries
Sdn Bhd
(Note 9)
Manufacturing and trading
of concrete products
Concrete 30 Cheque 2024 786 1.3
Total 9,897 17.0
Notes:
(1) Yick Hoe Ferrous Steel Sdn Bhd is a private limited company incorporated in Malaysia.
(2) Hi-Tech Mix Sdn Bhd is a private limited company incorporated in Malaysia.
(3) Win Concrete Sdn Bhd is a private limited company incorporated in Malaysia.
(4) Supplier A is a private limited company incorporated in Malaysia. To the best knowledge and belief of our Directors
after making all reasonable enquiries, as at the Latest Practicable Date, Supplier A is a subsidiary of a company
listed on the Shanghai Stock Exchange.
(5) Supplier B is a private limited company incorporated in Malaysia. To the best knowledge and belief of our Directors
after making all reasonable enquiries, as at the Latest Practicable Date, Supplier B is owned by six individual
shareholders.
(6) Supplier C is a private limited company incorporated in Malaysia. To the best knowledge and belief of our Directors
after making all reasonable enquiries, as at the Latest Practicable Date, Supplier C is wholly owned by a company
listed on the Main Market of Bursa Malaysia Securities Berhad.
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(7) Posim Marketing Sdn Bhd is private limited company incorporated in Malaysia.
(8) Hiap Teck Hardware Sdn Bhd is a private limited company incorporated in Malaysia.
(9) Chuan Seng Industries Sdn Bhd is a private limited company incorporated in Malaysia.
(10) Figures may not add up due to rounding.
None of our Directors, their close associates, or any Shareholders who or which, to the knowledge
of our Directors, owned more than 5% of the issued Shares as at the Latest Practicable Date had any
interest in any of the five largest suppliers of our Group in each year/period during the Track Record
Period.
SUBCONTRACTORS
Given the large-scale and technical complexity of the projects we undertake, which require a high
degree of precision, technical knowledge, engineering expertise and integrated capabilities in both
design and construction, we prioritise primarily on project management and supervision, quality
assurance and provision of holistic value engineering services to our customers. Hence, we usually
engage subcontractors to perform labour-intensive works such as reinforced concrete structure works,
beam casting works and road furniture works; and other works that require niche technical expertise,
such as bored piling works, soil investigation works, environmental works, earthworks and geotechnical
works where it would be cost prohibitive for us to maintain in-house capabilities. Upon the award of a
project, we generally categorise the contracted works based on their nature and technical requirements,
and engage suitable subcontractors, where necessary, to execute specific portions of the works in
accordance with our technical specifications, project timelines, and quality standards.
We generally require our subcontractors to procure their own construction materials and
machinery. However, we may directly purchase certain materials (such as reinforcement bars, ready-mix
concrete or structural steels) and/or rent machinery (such as cranes, launching girders and excavators)
for subcontractors where we determine that it would enhance overall cost efficiency. This was typically
achieved by securing volume-based discounts through bulk purchasing or leveraging preferential pricing
from our long-standing supplier relationship. This approach also enabled us to utilise spare supplier
capacity to meet project demands. For FY2023, FY2024 and 6M2025, our Group provided certain
materials and/or rented machinery and paid the expenses on behalf of our subcontractors for three, three
and two projects, respectively. For details about this arrangement including the amount of procurement
fees, please refer to the paragraphs headed “Contra-charge arrangement” in this section.
We maintain a list of approved subcontractors. As at the Latest Practicable Date, there were over
285 subcontractors in our approved list, which provided flexibility to us in selecting the appropriate
subcontractors based on prices, availability and quality. All of our subcontractors during the Track
Record Period were located in Malaysia.
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Though our contracts with customers do not prohibit delegation of works to subcontractors, we
remain contractually liable for our subcontractors’ performance and quality of their subcontracted
works. This includes responsibility for any defects, delays in project schedules, or breaches of
applicable rules and regulations, etc.. According to the CIC Report, the nature and extent of our Group’s
liability for our subcontractors’ performance and quality of work are consistent with industry practice.
To ensure that performance standards are upheld, we maintain regular communications with our
subcontractors and closely coordinate the works of different subcontractors throughout the course of
project execution. Meetings with subcontractors are generally held two times a month to review work
progress and coordinate upcoming activities. In addition, ad hoc meetings are conducted from time to
time as needed to resolve special matters, such as re-evaluation of logistics or activities plan based on
the latest site condition to avoid project delays. In this connection, our project director will, on an
ongoing basis, assess the performance of our subcontractors in each project based on their (i)
conformance to specification; (ii) responsiveness to immediate request; (iii) technical competence; and
(iv) problem solving capabilities. Should any deficiencies in performance be identified, we promptly
raise the matter with the relevant subcontractor and require rectification or improvement. Where
necessary, we will reassess the subcontractor’s suitability for continued engagement in the project and
evaluate whether they should remain on our list of approved subcontractors for future works. According
to CIC, our Group’s approach to subcontractor management is consistent with industry practice.
Although subcontracting is generally permitted under the contracts with customers, companies like our
Group remain contractually responsible for the overall project outcomes, including quality of works,
adherence to schedule and regulatory compliance. This contractual framework ensures that
accountability is clearly defined and no gap arises in responsibility for project delivery. Furthermore,
companies like our Group bear contractual obligations towards their subcontractors and exercise
stringent oversight of their performance to safeguard overall project quality and timelines. Such
effective subcontractor management helps minimise rework and mitigate associated risks, thereby
protecting the contractor’s market reputation and enhancing its competitiveness in future tendering
processes.
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Criteria for selecting subcontractors
We only engage subcontractors who are on our list of approved subcontractors. The admission of
subcontractors to our internal list is subject to assessment of various factors including their costs, past
experience, quality of works and services, financial strength, availability in manpower, reputation and
environmental, health and safety performance. Our approved list of subcontractors is reviewed and
updated periodically. During the Track Record Period, none of our subcontractors was removed from
our internal list due to poor quality of services provided by them.
In general, we determine the amount of subcontracting fee based on (i) nature and complexity of
works to be performed by the subcontractors; (ii) prevailing market conditions and market price; and
(iii) whether construction materials or equipment are to be provided by the subcontractor. During the
Track Record Period and up to the Latest Practicable Date, we did not experience any material
fluctuations in the costs of subcontracted services that had a material impact on our business, financial
condition or results of operations.
Major subcontractors
For FY2023, FY2024 and 6M2025, we incurred subcontracting costs of approximately RM46.0
million, RM77.9 million and RM37.9 million, respectively, representing approximately 70.0%, 72.6%
and 65.1% of our total cost of services, respectively, for the corresponding years/period. For FY2023,
FY2024 and 6M2025, the subcontracting costs we paid to our largest subcontractor in each year/period
during the Track Record Period amounted to approximately RM16.9 million, RM19.0 million and
RM5.9 million, representing approximately 25.6%, 17.7% and 10.2% of our total cost of services for
the corresponding years/period. For FY2023, FY2024 and 6M2025, the subcontracting costs we paid to
our five largest subcontractors in each year/period during the Track Record Period amounted to
approximately RM35.5 million, RM48.4 million and RM24.1 million, respectively, representing
approximately 54.0%, 45.1% and 41.5% of our total cost of services for the corresponding years/period.
BUSINESS
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Set out below is a breakdown of our Group’s total subcontracting costs by our five largest
subcontractors in each year/period during the Track Record Period, ranked by their respective
contributions to our total cost of services and their respective background information:
For FY2023
Subcontractor
Principal business activities of the
subcontractor
Type of
services engaged by
our Group
Credit
term
Payment
method
Commencement
year of
business
relationship
Approximate
subcontracting
costs charged
for the year
Approximate
percentage to
our total cost
of services
days RM’000
approximately
%
approximately
1 Eksplorasi Gemilang
Sdn Bhd
(Note 1)
Architectural and engineering
activities and related technical
consultancy, other service
activities incidental to land
transportation and construction of
other engineering projects
Site clearance,
demolition works,
earthworks,
drainage works,
geotechnical works,
environmental
protection works
and ancillary works
30 Cheque 2022 16,856 25.6
2 PSL Concrete Sdn
Bhd
(Note 2)
Building reinforced concrete and
construction related works and
supplying construction workers
Construction of
temporary access
30–45 Cheque 2023 6,624 10.1
3 Subcontractor A
(Note 3)
Provision of construction services
and trading in hardware and
building materials
Construction of rock
excavation works
and disposal works
30 Cheque 2023 4,426 6.7
4 CTSM Geotechnology
Sdn Bhd
(Note 4)
Structural engineering works and
transportation and all other related
activities
Bored piling works 45 Cheque 2017 4,081 6.2
5 Multi Pipeline
Services Sdn Bhd
(Note 5)
Engineering and general
construction work, investment
holding, and property investment
Relocation of water
pipes
45 Cheque 2018 3,547 5.4
Total 35,534 54.0
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For FY2024
Subcontractor
Principal business activities of the
subcontractor
Type of
services engaged by
our Group
Credit
term
Payment
method
Commencement
year of
business
relationship
Approximate
subcontracting
costs charged
for the year
Approximate
percentage to
our total cost
of services
days RM’000
approximately
%
approximately
1 Eksplorasi Gemilang
Sdn Bhd
(Note 1)
Architectural and engineering
activities and related technical
consultancy, other service
activities incidental to land
transportation and construction of
other engineering projects
Site clearance,
demolition works,
earthworks,
drainage works,
geotechnical works,
environmental
protection works
and ancillary works
30 Cheque 2022 18,981 17.7
2 Top Bridge Solution
Sdn Bhd
(Note 6)
Construction of bridges, including
those for elevated highways, and
buildings and export and import of
a variety of goods
Fabricate, supply and
deliver of long span
girder for bridge
works
45 Cheque 2023 11,155 10.4
3 Ing Cheong
Engineering Sdn
Bhd
(Note 7)
Piling and related engineering works
within the construction trade
Design, supply,
fabricate, install and
dismantle of
temporary steel
staging
45 Cheque 2018 7,582 7.1
4 CTSM Geotechnology
Sdn Bhd
(Note 4)
Structural engineering works and
transportation and all other related
activities
Bored piling works 45 Cheque 2017 5,922 5.5
5 Subcontractor A
(Note 3)
Provision of construction services
and trading in hardware and
building materials
Construction of rock
excavation works
and disposal works
30 Cheque 2023 4,736 4.4
Total 48,376 45.1
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For 6M2025
Subcontractor
Principal business activities of the
subcontractor
Type of
services engaged by
our Group
Credit
term
Payment
method
Commencement
year of
business
relationship
Approximate
subcontracting
costs charged
for the year
Approximate
percentage to
our total cost
of services
days RM’000
approximately
%
approximately
1 Top Bridge
Solution Sdn
Bhd
(Note 6)
Construction of bridges, including
those for elevated highways, and
buildings and export and import of
a variety of goods
Fabricate, supply and
delivery of long span
girder for bridge works
45 Cheque 2023 5,945 10.2
2 Hai Suar Huat
Piling Sdn Bhd
(Note 8)
Importer and dealer of piles and
piling contractor
Supply and driving of
precast reinforced
concrete piles and
prestressed concrete
spun piles
45 Cheque 2014 5,039 8.7
3 Keat Seng Heavy
Machinery Sdn
Bhd
(Note 9)
Import, export, repair and rental of
machinery and trucks
Site clearance, demolition
works, earthworks,
drainage, geo-technical
and environmental
protection works
30 Cheque 2025 4,543 7.8
4 Ing Cheong
Engineering
Sdn Bhd
(Note 7)
Piling and related engineering works
within the construction trade
Design, supply, fabricate,
install and dismantle of
temporary steel staging
works
45 Cheque 2018 4,383 7.5
5 Elegant Bridge
Builders Sdn
Bhd
(Note 10)
Building and bridge construction
works
Reinforced concrete
structural works for
bridges
45 Cheque 2024 4,223 7.3
Total 24,133 41.5
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Notes:
(1) Eksplorasi Gemilang Sdn Bhd is a private limited company incorporated in Malaysia.
(2) PSL Concrete Sdn Bhd is a private limited company incorporated in Malaysia.
(3) Subcontractor A is a private limited company incorporated in Malaysia. To the best knowledge and belief of our
Directors after making all reasonable enquiries, as at the Latest Practicable Date, Subcontractor A is wholly owned
by an individual.
(4) CTSM Geotechnology Sdn Bhd is a private limited company incorporated in Malaysia.
(5) Multi Pipeline Services Sdn Bhd is a private limited company incorporated in Malaysia.
(6) Top Bridge Solution Sdn Bhd is a private limited company incorporated in Malaysia.
(7) Ing Cheong Engineering Sdn Bhd is a private limited company incorporated in Malaysia.
(8) Hai Suar Huat Piling Sdn Bhd is a private limited company incorporated in Malaysia.
(9) Keat Seng Heavy Machinery Sdn Bhd is a private limited company incorporated in Malaysia.
(10) Elegant Bridge Builders Sdn Bhd is a private limited company incorporated in Malaysia.
(11) Figures may not add up due to rounding.
None of our Directors, their close associates, or any Shareholders who or which, to the knowledge
of our Directors, owned more than 5% of the issued Shares of our Company as at the Latest Practicable
Date had any interest in any of the five largest subcontractors of our Group in each year/period during
the Track Record Period.
Subcontracting process
In preparing tender or quotation submissions for a project, we generally conduct a comprehensive
review of the project’s specifications, technical requirements and scope of work to assess the type and
number of subcontractors we need to engage for carrying out the project. Depending on factors such as
our in-house capabilities, available resources, technical expertise, estimated costs and expected
timetable of the project, the number of subcontractors engaged by our Group will vary from project to
project. During the tender preparation stage, we typically obtain preliminary quotations from shortlisted
subcontractors to support our internal cost estimations. These indicative quotes help us formulate a
competitive and realistic pricing proposal for submission to our customer.
Once we are awarded a project, we proceed to obtain formal quotations from our subcontractors
and will subsequently enter a subcontracting contract with them upon being satisfied with their
quotations.
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--- page 184 ---
Principal terms of subcontracting engagement
We do not enter into any long-term contract with our subcontractors. Prior to the commencement
of any subcontracting works, we enter into formal contracts (generally in the form of a letter of award or
work order) with our subcontractors stipulating the general terms of engagement on a project basis.
While the terms of our contracts with individual subcontractors may vary, the following table
summarises the salient and commonly adopted terms:
Scope of work: Though the scope of work subcontracted by our Group to our
subcontractors can be broadly classified into (i) labour only; and (ii)
labour and materials, the majority of our subcontracting
arrangements fall under the latter category. For contracts involving
labour and materials, our subcontractors are responsible for
providing the necessary manpower, materials and tools, and the
associated costs are factored into the subcontracting fee. In cases
where we are requested to procure the construction materials, labour
and/or machinery for the subcontractors’ use, the corresponding
costs will be deducted from our payment to the subcontractors.
Project duration: The contract’s commencement date and subcontracting period or
expected completion date are specified in the subcontracting
contract. Under normal circumstances, subcontractors are required
to complete the project within the stipulated timeframe. Our Group
also provides periodic updates on the latest project progress and
requires subcontractors to adhere to the timelines and milestones set
out in the progress reports shared with them.
Subcontracting fee: Where our subcontractors are required to provide necessary
materials and/or equip themselves with the necessary machinery,
such costs are generally factored into the subcontracting fees. The
fee payable by us to the subcontractor is usually represented in a
provisional sum and the final sum would be subject to
re-measurement and revaluation according to the bills of quantities
included in the contract.
Subcontractor’s liability: We are entitled to hold our subcontractors liable for any loss and
damage suffered by our Group if their works are not performed in
accordance with the requirements in the engagement.
Safety and compliance: Subcontractors are required to carry out the works in accordance
with all relevant safety, health and environmental laws, rules and
regulations. In the event of any non-compliance, the relevant
subcontractor shall compensate our Group for any expenses,
penalties and other losses suffered from such non-compliance.
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Payment terms and
retention monies:
In line with our contracts with customers, payments to
subcontractors are generally by stages or on a monthly basis.
Subcontractors are required to provide us with a progress payment
application in stages or monthly payment application setting out the
details of the completed works and we generally settle the payment
application after it is certified and approved by us.
We normally hold 10% of each monthly payment made to
subcontractors as retention money. The accumulated retention
money for each subcontracting agreement would not exceed 5% of
the total sub-contract sum. Normally, half of the retention money
withheld is released to subcontractors after practical completion of a
project and the remaining half is normally released upon the issue of
the certificate of making good defects or after expiry of the defects
liability period. For some subcontractors, the retention money is
fully released to them upon the issue of the certificate of making
good defects or after expiry of the defects liability period.
Defects liability period: In line with the contracts with our customers, we generally require a
defects liability period of up to 24 months during which our
subcontractors shall be responsible for rectifying works defects
arising from works subcontracted to them at their own expenses.
Liquidated damages: A clause on liquidated damages is generally included in our
subcontracting contracts, entitling our Group to claim for damages
for any delay from the subcontractors. The amount of liquidated
damages is determined on a daily basis, with reference to the
schedule of fixed rates stipulated in the subcontracting contract.
Sub-subcontracting: Our subcontractors are generally prohibited to further subcontract
the works subcontracted to them without our prior written consent.
Performance bond: In line with the contracts with our customers, we may enter into
similar arrangements with our subcontractors where we procure a
performance bond from them as security for the due performance
and observance of their obligations.
During the Track Record Period and up to the Latest Practicable Date, there was no material
dispute between our Group and our customers with respect to the quality of work performed by us and
our subcontractors. During the Track Record Period and up to the Latest Practicable Date, we did not
experience any material shortage or delay in the subcontracting services that we required, and we did
not experience any material dispute with our subcontractor, and there had been no instances of breach of
subcontracting agreements.
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--- page 186 ---
CONTRA-CHARGE ARRANGEMENT
Contra-charge arrangement with our subcontractors
During the Track Record Period, there were instances where we provided certain materials and/or
services to our subcontractors (such as provision of labour and rental of machinery) and pay the
expenses on behalf of them. Such arrangements were implemented where our management determined
that direct procurement by our Group would enhance overall cost efficiency. This was typically
achieved either through volume-based discounts available via bulk purchasing or by leveraging
preferential pricing terms arising from our long-standing relationships with selected suppliers. Such
arrangement also allows the parties to leverage spare capacity or resources to meet demand. The cost of
procurement of materials or services so provided and the associated administrative fees were
subsequently offset against the amounts payable to the relevant subcontractors and duly reflected in the
payment certificates issued to them in accordance with the terms of the respective subcontracting
agreements. This offsetting arrangement is referred to as the “contra-charge arrangement’’ and the
amounts involved are referred to as the “contra-charge’’.
During the Track Record Period, we had contra-charge arrangements with some of our
subcontractors. Such contra-charge consisted of the purchase cost of construction materials, rental cost
of machinery and other expenses such as provision of labour, and the associated administrative fees. For
FY2023, FY2024 and 6M2025, the amount under these contra-charge arrangements with our
subcontractors was approximately RM22.2 million, RM13.7 million and RM5.0 million, respectively.
According to CIC, our Group’s adoption of contra-charge arrangements in certain projects is
consistent with common industry practice in Malaysia’s civil engineering sector. Such arrangements are
typically applied in circumstances where procuring materials or services on behalf of subcontractors
enhances overall cost efficiency. This is often achieved by securing volume-based discounts through
bulk purchasing or by benefiting from preferential pricing terms available through long-term supplier
relationships, which are typically not available to individual subcontractors. In addition, contra-charge
arrangements are adopted to optimise the use of internal surplus capacity or idle resources, such as
labour and machinery, thereby allowing contractors to respond more effectively to urgent project needs
and minimise the risk of delays. The related expenses are subsequently offset against payments due to
the subcontractors in accordance with the terms of the relevant subcontracting agreements.
BUSINESS
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--- page 187 ---
Contra-charge arrangement with our customers
Similarly, our customers would directly procure certain materials and/or services for us and pay
the expenses on our behalf. During the Track Record Period, we had contra-charge arrangements with
some of our customers, under which they would deduct the costs for procurement of materials or
services from their payments to us. Such contra-charge consisted of purchase cost of construction
materials, rental cost of machinery and other expenses such as provision of labour. These contra-charge
involved offsetting the cost of materials or services against the progress payments due from customers,
thus, both cash inflows from the project work done and cash outflows from the procurement were
reduced by the same amount. Therefore, the contra-charge arrangements did not have any material
effect on our Group’s cashflow position during the Track Record Period.
For FY2023, FY2024 and 6M2025, the contra-charge under the contra-charge arrangements with
our customers amounted to approximately RM6.4 million, RM0.8 million and RM0.2 million,
respectively.
OVERLAPPING CUSTOMER AND SUBCONTRACTOR
Bridgex was one of our major customers and one of our subcontractors during the Track Record
Period. This was primarily due to its role as the main contractor in the flood mitigation project along the
Kenau River, Sungai Lembing Town, Kuantan, Pahang (Project JB31), for which we were engaged as a
subcontractor. Bridgex was also our subcontractor in certain projects during the Track Record Period,
i.e. (i) the project located at the SUKE Highway (Project JB25), (ii) the project involving bridge and
road works spanning the Bernam River (Project JB28) and (iii) the project involving bridge and road
works in a rural village located in the Kulim district of Kedah (Project JB29), providing services such as
site clearance and traffic management and control. During the Track Record Period, the revenue derived
from our services provided to Bridgex amounted to approximately RM4.9 million, RM13.8 million and
RM0.8 million, respectively, representing approximately 6.3%, 10.4% and 1.1% of our total revenue for
the respective years/period. The gross profit margin of Project JB31 awarded by Bridgex was
approximately 27.1% for each of FY2023, FY2024 and 6M2025. The subcontracting fees we paid to
Bridgex during the Track Record Period amounted to approximately RM1.5 million, RM3.1 million and
RM1.2 million, respectively, representing approximately 2.3%, 2.9% and 2.1% of our total cost of
services in the corresponding years/period.
Our Directors confirm, and the Sole Sponsor concurs, that our transactions with Bridgex, whether
as our customer or subcontractor, were entered into in the ordinary and usual course of business of our
Group, on normal commercial terms, fair and reasonable to our Group, and in line with market norm,
based on the following analysis.
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The tables below set out a comparison in terms of the background, major terms of engagement, gross profit margin and the subcontracting fee
arrangement of projects awarded by or to Bridgex and those awarded by or to other Independent Third Party customers or subcontractors, including (i)
projects completed before the Track Record Period but revenue of which was recognised during the Track Record Period (namely, Projects JB15 and
JB16); (ii) projects completed during the Track Record Period (namely, Projects JB25 and JB30); and (iii) projects that were ongoing as at the Latest
Practicable Date (namely, Projects JB27, JB28, JB29, JB31 and JB32). These projects are presented for comparison against industry benchmarks,
according to the CIC Report.
(i) Comparison in relation to projects awarded by Bridgex (as our customer) and by other customers
Projects awarded by Bridgex
Projects
awarded by
other customers Industry BenchmarksProject JB15 Project JB16 Project JB31
Project description Project located in the SUKE
Highway
Project located in Damansara –
Shah Alam Elevated
Expressway
Flood mitigation works for the
Kenau River, Sungai Lembing
Town, Kuantan, Pahang
Project JB25
Project JB27
Project JB28
Project JB29
Project JB30
Project JB32
–
Nature of works Construction of a section of the
girder bridge and the ancillary
works, covering a total distance
of approximately 2.8 km
Design and construction of a
section of the girder bridge and
the ancillary works, covering a
total distance of approximately
2.3 km
Design and construction of the
flood mitigation structural
forms including site clearance
and demolition, geotechnical,
structures, traffic management,
environmental protection,
routine maintenance,
occupational safety and health
and mechanical and electrical
works
Design and/or construction of
girder bridges, road works and/or
ancillary infrastructure
–
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Projects awarded by Bridgex
Projects
awarded by
other customers Industry BenchmarksProject JB15 Project JB16 Project JB31
Project status Project completed in 2021 with
revenue recognised during the
Track Record Period
Project completed in 2021 with
revenue recognised during the
Track Record Period
Project was ongoing as at
the Latest Practicable Date
Projects completed during the
Track Record Period or were
ongoing as at the Latest
Practicable Date
–
Terms of engagement The contracts entered into between our Group and Bridgex as customer contain terms that are comparable to those in our contracts with other
Independent Third Party customers, including key commercial terms such as payment and credit terms, retention money provisions, defects
liability period and/or liquidated damages. Our Directors confirmed that the terms agreed with Bridgex are no less favourable to our Group
than the terms entered into with other Independent Third Party customers.
According to the CIC Report, the
key commercial terms of our
engagement with both Bridgex
and other Independent Third
Party customers reflect
contractual clauses that are
commonly adopted in
transportation infrastructure
engineering projects in
Malaysia. The nature and extent
of these terms are in line with
the prevailing market practice
for similar projects in the
industry.
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Projects awarded by Bridgex
Projects
awarded by
other customers Industry BenchmarksProject JB15 Project JB16 Project JB31
In particular, the following is a comparison of the key commercial terms of our contracts with Bridgex against those with other Independent Third Part y customers:
Payment and credit
terms:
We shall submit monthly payment
application. The period of
honouring payment shall be 45
days from the date of
certification and subject to the
certification of the same and
the certification period taken by
the main contractor and the
employer.
We shall submit monthly payment
application. The period of
honouring payment shall be 45
days from the date of
certification and subject to the
certification of the same and
the certification period taken by
the main contractor and the
employer.
We shall submit monthly payment
application. The period of
honouring payment shall be 30
days from the date of
certification and subject to the
certification of the same and
the certification period taken by
the employer.
We shall submit monthly payment
application. Generally, the
period of honouring payment
shall be 30 days from the date
of certification subject to the
certification of the same and
the certification period taken by
the employer.
Performance bond: No performance bond
requirement.
No performance bond
requirement.
No performance bond
requirement.
In some projects, there was no
performance bond requirement,
while in some projects we shall
provide performance bond
equivalent to 5% of the main
contract value or the customer
may choose to deduct and
retain an amount equivalent to
5% of each progress payment
as a form of performance
guarantee.
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Projects awarded by Bridgex
Projects
awarded by
other customers Industry BenchmarksProject JB15 Project JB16 Project JB31
Retention money: Retention money of 10% shall be
held on all interim progress
payment, subject to a limit of
5% of the total contract value.
Retention money of 10% shall be
held on all interim progress
payment, subject to a limit of
5% of the total contract value.
Retention money of 10% shall be
held on all interim progress
payment, subject to a limit of
5% of the total contract value.
Our customers are generally
entitled to hold retention
money of 10% from all interim
progress payment, subject to a
limit of 5% of the total contract
value.
Defects liability
period:
The defects liability period shall
be 24 months from the date of
the certificate of practical
completion of the main
contract.
The defects liability period shall
be 24 months from the date of
the certificate of practical
completion of the main
contract.
The defects liability period shall
be 24 months from the date of
the certificate of practical
completion of the main
contract.
Generally, the defects liability
period shall be 12 or 24 months
from the date of the certificate
of practical completion of the
main contract.
Liquidated damages: Liquidated damages for
non-completion of the
subcontracted works by our
Group shall be charged daily,
based on the base lending rate
plus 2% of the subcontracted
sum.
Liquidated damages for
non-completion of the
subcontracted works by our
Group shall be charged daily,
based on the base lending rate
plus 2% of the subcontracted
sum.
Liquidated damages for delay in
completing the subcontracted
works by our Group shall be
charged daily at a rate of
approximately RM18,000 per
calendar day.
Liquidated damages for
non-completion or late
completion of the
subcontracted works by our
Group shall be charged daily at
a rate ranged from
approximately RM6,000 per
calendar day to approximately
RM52,000 per working day
.
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Projects awarded by Bridgex
Projects
awarded by
other customers Industry BenchmarksProject JB15 Project JB16 Project JB31
Gross profit margin
(Note 2)
Overall project gross profit
margin: 30.2%
Overall project gross profit
margin: 25.6%
FY2023: 27.1%
FY2024: 27.1%
6M2025: 27.1%
FY2023: an average of 26.0%
FY2024: an average of 25.9%
6M2025: an average of 23.3%
According to the CIC Report, the
gross profit margin of the
projects undertaken by industry
peers for comparable works
ranged from 10% to 40%.
(ii) Comparison in relation to projects awarded to Bridgex (as our subcontractor) and to other subcontractors
Projects awarded to Bridgex
Projects
awarded
to other subcontractors (Note 1) Industry BenchmarksProject JB25 Project JB28 Project JB29
Project description Project located in the SUKE
Highway, involving Step-in
works to assist in the
completion of certain portions
of the works of 0.66 km long
Bridge and road works of 2.8 km
long, spanning the Bernam
River connecting a district in
Selangor to a district in Perak
over the Air Tawar river
Bridge and road works in a rural
village located in the Kulim
district of Kedah
Project JB25
Project JB27
Project JB28
Project JB29
Project JB30
Project JB31
–
Project status Project completed during the
Track Record Period
Project was ongoing as at the
Latest Practicable Date
Project was ongoing as at the
Latest Practicable Date
Projects completed during the
Track Record Period or were
ongoing as at the Latest
Practicable Date
–
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Projects awarded to Bridgex
Projects
awarded
to other subcontractors (Note 1) Industry BenchmarksProject JB25 Project JB28 Project JB29
Nature of
subcontracted
works
Site cleaning, clearing and
associated works
Traffic management and control Traffic management and control Demolition works, earthworks,
drainage works, geotechnical
works, bored piling works, etc.
–
Terms of engagement The contracts entered into between our Group and Bridgex as subcontractor contain terms that are comparable to those in our contracts with
other Independent Third Party subcontractors, including key commercial terms such as payment and credit terms, quality assurance obligations
(such as compliance with specified quality and performance standards), retention money provisions, indemnity clauses (in the event of the
subcontractor’s negligence, breach of duty or non-performance) and/or liquidated damages. Our Directors confirmed that the terms agreed with
Bridgex are no less favourable to our Group than the terms entered into with other Independent Third Party subcontractors.
According to the CIC Report, the
key commercial terms of our
engagement with both Bridgex
and other Independent Third
Party subcontractors reflect
contractual clauses that are
commonly adopted in
transportation infrastructure
engineering projects in
Malaysia. The nature and extent
of these terms are in line with
the prevailing market practice
for similar projects in the
industry.
In particular, the following is a comparison of the key payment and credit terms of our contracts with Bridgex against those with other
Independent Third Party subcontractors:
Payment and credit
terms:
Bridgex shall submit monthly
payment application. The
period of honouring payment
shall be 60 days from the date
of certification and subject to
the certification of the same
and the certification period
taken by the main contractor
and the employer.
Bridgex shall submit monthly
payment application. The
period of honouring payment
shall be 45 days from the date
of certification and subject to
the certification of the same
and the certification period
taken by the main contractor
and the employer.
Bridgex shall submit monthly
payment application. The
period of honouring payment
shall be 45 days from the date
of certification and subject to
the certification of the same
and the certification period
taken by the main contractor
and the employer.
Our subcontractors are generally
required to submit monthly
payment application. The
period of honouring payment
shall be 30 to 60 days from the
date of certification and subject
to the certification of the same
and the certification period
taken by the main contractor
and the employer.
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Projects awarded to Bridgex
Projects
awarded
to other subcontractors (Note 1) Industry BenchmarksProject JB25 Project JB28 Project JB29
Subcontracting fee According to the CIC Report, in the civil engineering market, the subcontracting fee paid by our Group to Bridgex for works (such as site cleaning and cl earing, traffic management
and control and associated works) are consistent with prevailing market rates for comparable works of similar scale. This indicates that the pricing of our subcontracting
arrangements with Bridgex is in line with established industry practice in Malaysia.
Notes:
1. Project JB32 is not included in the comparison in relation to projects awarded to our subcontractors since as at the Latest Practicable Date, our Gro up was undergoing
subcontractor selection process for Project JB32 and had not yet awarded any subcontractor contract for the period.
2. The unit rates charged by our Group for Project JB15 and Project JB16, which were granted by Bridgex, are generally in alignment with the unit rates we charged under other
projects granted by independent customers. However, unit rates may vary due to factors such as timing, site conditions, and the specific types of work involved.
For example, the unit rate for reinforcement steel bars in Project JB15 and Project JB16 was lower because these two projects commenced in 2016 when bot h raw material prices
and labour costs were relatively competitive. Conversely, Project JB31, a flood mitigation project, had a higher unit rate for concrete due to the typ e of work involved and
complex site conditions.
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MACHINERY
Own machinery
In light of the above, we mainly own common machinery which may be used in a wide range of
projects and less specialised purposes. Our Group adopts the policy of depreciating property, plant and
equipment on a straight-line basis, writing off the cost net of the expected residual value over their
estimated useful lives . The principal annual depreciation rate for our machinery ranges from 15% to
20%, which corresponds to an expected useful life of five years. The following table sets out the
quantity, purpose/function, expected physical life and average age of our major types of machinery as at
30 June 2025:
Type of machinery Purpose/function
Number
of units
owned
Expected
physical
life
(Note 1) A verage age
(years) (years)
(approximately)
Cement mixer Mixing cement, sand and
water to produce
concrete
1 15−20 15
Mono stressing jack Applying tension to steel
strands or cables to
strengthen concrete
elements like beams
and slabs
2 15−20 15
Power unit Providing power to
hydraulic jacks
2 15−20 15
Centre hole jack Tensioning steel cables in
bridges
2 15−20 15
Battery set Providing power to
hydraulic jacks
2 15−20 15
Calibration jack Calibrating and testing
hydraulic jacks
2 15−20 15
Hydraulic Jacks Prestressing
post-tensioned and
prestressed beams
2 15−20 14
Wet mix concrete
batching plant
Mixing large quantities
of concrete
1 10−15 13
Twin shaft mixer Blending concrete
ingredients
1 10−15 13
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Type of machinery Purpose/function
Number
of units
owned
Expected
physical
life
(Note 1) A verage age
(years) (years)
(approximately)
Concrete batching system Mixing and producing
ready-to-use wet
concrete
1 10−15 13
Single girder electrical
overhead travelling
crane
Lifting and transporting
heavy materials
2 10−15 13
Gantry crane Lifting and transporting
heavy materials
4 15−20 10
(Note 2)
Wheel loader Moving and loading
materials onto dump
trucks
1 15−20 13
Forklift Transportation, loading
and unloading of
materials
1 15−20 12
Generator Electricity generator
using mechanical
machine while
consuming diesel
3 10−15 11
(Note 3)
Crane Lifting and transporting
heavy materials
3 15−20 8
(Note 4)
Air compressor Increasing the pressure of
gas for certain tasks
required for high
pressure equipment at
site
1 10−15 9
Grout mixer Mixing grout, a fluid
mixture of cement and
water, for filling gaps,
sealing joints or
reinforcing structures
1 10−15 8
Multi strand pulling jack Tensioning multiple steel
strands simultaneously
1 10−15 7
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Notes:
1. The expected physical life of our machinery refers to the estimated period over which the machinery is anticipated
to remain physically operational and functional for its intended purpose.
2. As at 30 June 2025, our gantry cranes consisted of two aged approximately 13 years, one aged approximately eight
years and one aged approximately seven years.
3. As at 30 June 2025, our generators consisted of two aged approximately 12 years and one aged nine years.
4. As at 30 June 2025, our cranes consisted of two aged approximately seven years and one aged ten years.
The following table sets out a breakdown of the value of our machinery by different age groups as
at 30 June 2025:
Number of units of
machinery
Original cost
of acquisition
of machinery
Net book value
of machinery
RM’000 RM’000
5 years to less than 10
years
8 1,151 −
10 years to less than 15
years
14 4,070 9
15 years and above 11 247 3
Total 33 5,468 12
In relation to our machinery that is already aged 15 years or above (totalling 11 units as at 30 June
2025), based on our Group’s internal maintenance records and technical assessments, the expected
remaining useful life of such machinery, in practice, varies depending on its type, usage intensity
and maintenance history. As most of our aging machinery are well-maintained, they are expected
to remain operational for approximately five to ten more years, subject to periodic servicing and
parts replacements. Our executive Directors consider that these aging machines do not have any
material adverse impact on our operations for the following reasons: (i) most of our machinery is
of common types used in a wide range of projects and is readily available for rental in the market,
so that we can quickly supplement our fleet if needed; (ii) we regularly inspect our machinery
including aging units to ensure it remains safe and fit for use, while planning for the phased
replacement of older units; and (iii) the majority of our subcontractors are responsible for
providing the necessary machinery and equipment, thereby reducing our Group’s reliance on
in-house machinery, particularly for high-intensity or specialised works. In view of the above, our
executive Directors believe that the presence of aging machinery in our Group’s fleet does not
pose any material risk to our ability to deliver ongoing and future projects effectively.
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Maintenance
To ensure that we are able to work more efficiently with our machinery, we send our site
machinery to third-party mechanics for inspection and maintenance from time to time. Our personnel
generally carry out an inspection of each of our machinery before it is deployed for a project, and
on-site maintenance procedures may also be carried out for minor repairs.
Rented plant and machinery
The plant and machinery rented by us primarily included machinery and equipment for our
construction projects, such as skylifts and motor vehicles. For FY2023, FY2024 and 6M2025, our rental
costs of plant and machinery incurred amounted to approximately RM2.2 million, RM1.6 million and
RM1.0 million, respectively.
The following table sets out the quantity and purpose or function of our major types of machinery
rented by us as at 30 June 2025:
Type of machinery Purpose/function
Number of units
rented by us
Backhoe Digging and moving large amounts of earth, soil,
rock and other materials
3
Compactor Increasing the density and stability of soil or
asphalt, which enhances the strength,
durability, and load-bearing capacity of the
foundation and pavement
4
Crane Lifting and transporting heavy materials 9
Excavator Digging and moving large amounts of earth, soil,
rock and other materials
5
Lorry Transportation of materials over land 2
Skylift Lifting people to elevated heights 2
Trailer Transportation of goods, materials or equipment 1
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We generally place orders with lessors using our standardised internal procurement forms for
machinery rentals. The following table summarises the major lease terms:
Description of machinery: Type, model and/or specification of the machinery
Rental fee: The rental is charged based on a fixed monthly or daily
rental fee.
Fuel: Either our Group or the lessors is responsible for
supplying diesel required for machinery operation.
Lease term: Daily or monthly (i.e. all of which were less than one
year during the Track Record Period and up to the Latest
Practicable Date).
Payment terms: Generally 30 days from invoice
Rental start date: The rental period generally commences upon
confirmation by our site staff, following the deployment
of the machinery to the project site.
Replacement requirement: The lessor shall provide a replacement machinery in the
event of a breakdown.
Warranties: The lessor warrants that the machinery is of
merchantable quality, fit for intended use, free from
defects in design, material and workmanship and
complies with relevant specification and all legal
requirements and regulations.
Remedy for Breach: In the event of any breach of warranty, the lessor shall at
our election either rectify the defect or replace the
machinery, or provide a refund of the cost.
Termination: We may terminate the lease without liability if the lessor
fails to perform its obligations.
For subcontracted works, the responsibility for arranging, mobilising, and operating the necessary
machinery and equipment typically lies with the subcontractors, as set out in their respective
subcontracting agreements. Subcontractors are generally required to procure or rent the equipment
needed to execute their scope of work and to bear all related costs, including rental charges,
transportation, fuel, and maintenance and the associated costs will be factored into the subcontracting
fees.
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Internal control on leased assets and aged machinery
Our Group maintains a robust internal control framework to govern its leased assets and manage
risks associated with aged machinery, thereby safeguarding operational efficiency, project delivery, and
resource utilization. Key procedures include:
Management of leased asset
• All equipment leasing and renewal decisions require formal management approval based on
cost-benefit analysis and assessment of operational needs.
• All machinery leases are recorded in our central asset register, detailing key terms such as
lease term, rental fees and renewal option. This register is regularly reconciled with
accounting records.
• Our project management team actively monitors lessor performance against contractual
obligations, focusing on key metrics such as equipment uptime, response times for repairs
and the timely provision of replacement units, and enforces remedies, where applicable.
Management of aged machinery
• We maintain a master list of all machinery, documenting critical data such as serial number,
year of manufacture and location of use. This register forms the foundation for all
maintenance planning and lifecycle management.
• We inspect all machinery prior to project deployment to ensure it meets all required safety
and performance standards, mitigating operational risk and ensuring reliability.
• We carry out preventive maintenance for our aged machinery. This includes regular
inspections, servicing and parts replacement according to detailed checklists, which helps us
manage equipment wear and reduce the likelihood of failures.
• All maintenance activities and findings are systematically recorded and reviewed to help
guide our decisions regarding the repair, refurbishment or potential replacement of aged
machinery.
QUALITY CONTROL
Our Directors consider service quality to be critical to the success of our Group’s business. Our
quality control team is responsible for overseeing the quality control of our services supplies procured
from suppliers and services rendered by subcontractors.
During the Track Record Period and up to the Latest Practicable date, we had not encountered any
material issues or disputes concerning the quality of our services.
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Quality control on our services
We have been accredited with ISO 9001 since 2019. We have quality control measures in place for
our site works. In particular, our engineers and QAQC supervisors supervise and monitor the
construction works to ensure the workmanship complies with the specifications. We will submit the
request for inspection to our customers and conduct the inspection of the quality of our works done
together with our customers based on the inspection checklist. If necessary, we may arrange additional
structural or load tests to be done by third-party laboratories.
Quality control on supplies procured from suppliers
During the Track Record Period, we had procured construction materials such as cement,
ready-mixed concrete and steel bars from our suppliers for our projects. We generally first seek
quotations from not less than three suppliers on our list of approved suppliers and compare their terms
and offers. Before engaging any suppliers or placing orders with them for the first time, we will obtain
and examine their business licence(s), requisite certifications and credit information and assess their
background to our satisfaction. We may also conduct factory acceptance test, which consists of site visit
to a supplier’s premises, inspection of manufacturing process and/or sampling and testing at laboratory.
After ordering supplies from a supplier, the supplies procured will be sent to the project site directly
and inspected at site by our on-site personnel to ensure their conformity with the agreed quantity and
specifications set out in the purchase orders. After inspection, the supplies are covered by canvas to
prevent rusting.
Quality control on services rendered by subcontractors
Our Group maintains a list of approved subcontractors which is subject to our review and update
from time to time and we generally select subcontractors from our approved list. If we find it necessary
to engage a new subcontractor which is not in our approved list, the new subcontractor is required to
provide certain requisite documents (such as its business certificate and licences) to us for our review
and approval. Our subcontractors are required to carry out services that meet relevant governmental and
industrial standards in Malaysia and/or such other quality standards as agreed between our Group and
our customers. As we are generally liable for the works performed by our subcontractors, in addition to
relying on the contractual terms stipulated in our engagement with the subcontractors, we also carry out
periodic supervision of all our subcontractors’ performance and compliance with the relevant laws,
rules, regulations, as well as our internal standards of quality control, safety and environmental
compliance. A number of team members and departments are involved in the supervision:
(i) Project management team regularly meets with subcontractors to monitor their work progress
and performance. Meetings with subcontractors are generally held two times a month to
review work progress and coordinate upcoming activities. In addition, ad hoc meetings are
conducted from time to time as needed to resolve special matters, such as re-evaluation of
logistics or activities plan based on the latest site condition to avoid project delays;
(ii) Our site personnel coordinate with foremen to perform on-site inspection and supervise site
workers of our subcontractors; and
(iii) Project management department reports regularly on the status of the projects to our
executive Directors, who would in turn monitor the overall quality of work and progress
performed by the subcontractors.
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SALES AND MARKETING
During the Track Record Period, our business opportunities arose mainly from (i) open tender
invitations launched by our existing or potential customers which are publicly available on the internet;
(ii) direct invitation for tenders by customers; or (iii) direct invitations for quotations by customers.
We maintain a good relationship with our customers to obtain market and industry information and
to seek business opportunities. We also rely on word-of-mouth by providing quality and timely service
in each of our projects to attract referral or for retaining our customers in future projects.
Our Directors believe that our past performance will continue to support our reputation, appeal to
our customers and hence strengthen our standing in the industry.
INVENTORY CONTROL
We do not maintain any inventories during the Track Record Period and as at the Latest Practicable
Date as our construction materials are purchased and consumed on a project-by-project basis.
SEASONALITY
Our Directors believe that the industry in which we operate does not exhibit any significant
seasonality save for the impact from the raining seasons in Malaysia, typically from April to May and
October to November, as outdoor transportation infrastructure engineering projects may be delayed due
to unstable weather conditions.
EMPLOYEES
As at 31 December 2023, 31 December 2024 and 30 June 2025 and the Latest Practicable Date, we
had a total of 86, 102, 127 and 152 full-time employees (including our executive Directors) who were
directly employed by our Group in Malaysia. The following table sets out a breakdown of the number of
our employees by function:
Number as at
the Latest Practicable Date
Directors and general management 10
Administration, accounting and finance 16
Project management and site operations 108
Safety, health and environmental compliance 10
Quantity surveying 8
Total 152
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Recruitment policies
We generally recruit our employees from the open market by posting job listings on employment
websites. During the Track Record Period, we had not engaged any recruitment agent. Our Group values
human resources and assesses the available human resources on a continuous basis to determine whether
additional personnel are required to cope with our business operations and developments. Newly
recruited employees are required to undergo a probation period after which they will become our
full-time employees, provided that we are satisfied with their performance during the probation period.
During the Track Record Period, our Group had not experienced any significant difficulties in
recruiting employees.
Employee’s remuneration and benefits
It is essential to our business development and growth to recruit and retain experienced and skilled
labour. To achieve that, we offer competitive remuneration package to our employees, which includes
basic salaries, allowances and discretionary bonuses. The basic salaries of our employees are generally
determined by an employee’s seniority, position, qualification, working experience and performance.
Discretionary bonuses may be paid on an annual basis, depending on the performance of individual staff
and the financial performance of our Group in the preceding year. We assess our remuneration package
annually to determine whether any adjustments should be made. During the Track Record Period, our
employee benefit expenses (including directors' remuneration) amounted to approximately RM12.5
million, RM14.9 million and RM8.6 million, respectively.
As part of our corporate governance mechanism, we also monitor organisation behaviours and
work culture to maintain a healthy, friendly and productive working environment.
Training
Newly recruited employees are required to receive on board training and on-the-job coaching
aiming to equip them with the right sets of skills to perform the relevant job duties and obligations. In
order to ensure that our Group’s policies and standards, in particular relating to work safety, stay abreast
of the latest industry practice and developments, we also offer work safety training and guidelines to
our employees from time to time. This ensures employees fully understand and comply with our safety
procedures and policies.
Labour dispute and labour unions
Our Directors confirm that our Group’s relationship with our employees is satisfactory. Our
Directors believe that the management policies, working environment, career prospects and benefits
extended to our employees have contributed to building and reinforcing good employee relations and
loyalty. During the Track Record Period and up to the Latest Practicable Date, our Group had not
experienced any significant labour disputes, and no labour union was established by our employees.
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LICENCES AND CERTIFICATES
We hold various licences and qualifications in respect of our operation. As confirmed by our Directors, during Track Record Period and up to the
Latest Practicable Date, our Group had obtained all necessary licences and qualifications which are material to our business operations and such lic ences
and qualifications remained valid as at the Latest Practicable Date. The following table summarises details of the licences and/or qualifications h eld by
our Group as at the Latest Practicable Date:
Type of registration Issuing Authority Grantee Date of issuance Date of expiry Major conditions imposed
Certificate of Registration of Contractor
Grade: G7
Category:
• B (Building Construction)
• CE (Civil Engineering Construction)
• ME (Mechanical and Electrical)
Specialisation: B01, B02, B04, B21, CE01, CE02, CE03,
CE06, CE08, CE21, CE29, CE36, M15
CIDB BBSB Holdings 29 November 2024 24 May 2027 1. This certificate is non-transferable;
2. CIDB reserves the rights to review the registration
grade of the registered contractor from time to
time;
3. The contractor shall not participate in any tender
or execute any construction works after the expiry
of this certificate until it is renewed;
4. The contractor shall not undertake any
construction projects which exceeds the value of
construction works specified under the registration
grade and shall not execute any type of
construction work outside of its registered
category(ies); and
5. The contractor shall submit information regarding
any construction works or contract(s) within 14
days of the award or before the commencement of
works, whichever is earlier.
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Type of registration Issuing Authority Grantee Date of issuance Date of expiry Major conditions imposed
Government Employment Certificate (SPKK)
Grade: G7
Category:
• B (Building Construction)
• CE (Civil Engineering Construction)
• ME (Mechanical and Electrical)
CIDB BBSB Holdings 29 November 2024 24 May 2027 1. This certificate shall not be used as
acknowledgement for initiating or undertaking to
execute construction work. This certificate shall be
used to participate in government procurement or
any work with government agencies only.
2. This certificate must be submitted together with
the certificate of registration as contractor during
the tender for government procurement work or
any work with government agencies.
3. The company/holder of the certificate shall not
lend, lease, transfer, permit or cause the certificate
to be used by someone who has not been named to
use this certificate for the purpose of procuring
government work.
4. This certificate must be renewed along with the
certificate of registration as contractor issued by
the CIDB.
5. Only officers of the company who are named in
this certificate are authorised to sign the company
contract documents and take tender document as
well as attending to work site for voting, price
calling and tender. The company shall not
authorise any other officer for the aforesaid.
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Type of registration Issuing Authority Grantee Date of issuance Date of expiry Major conditions imposed
Operator’s License
Category: Carrier License ‘C’ (vehicles carrying the
company’s own goods in connection with any trade or
business of the company)
Land Public
Transport Agency
BBSB Holdings 27 May 2021 17 August 2026 1. The special conditions of this route/service permit
must always be kept together with the relevant
operator’s license.
2. Any changes to the owned route/service permit
must obtain written approval from Ministry of
Transport Malaysia through a modification
application and must be recorded in these special
conditions.
3. The operator must ensure that the registered
route/service operates safely, reliably, efficiently,
responsively, is easily accessible, well-planned,
and adheres to the stipulated limits, hours,
frequency, and designated service areas.
4. The loss of the special conditions for this
route/service permit must be reported immediately
to the nearest Ministry of Transport Malaysia
office.
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Type of registration Issuing Authority Grantee Date of issuance Date of expiry Major conditions imposed
Certificate of Company Registration with Ministry of
Finance of Malaysia
Ministry of
Finance of
Malaysia
BBSB Holdings 19 March 2024 18 March 2027 1. The company must ensure that the registered
sector in the certificate shall not overlap with the
sectors approved for other companies which has
the same shareholders, members of board of
directors, management and staff or companies that
are operating from the same premises.
2. A company that is newly registered is not allowed
to make any changes to its shareholders or
directors within a period of 6 months from the date
of registration.
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CERTIFICATES AND RECOGNITIONS
We have received a number of certificates during our operating history in recognition of our
performance and commitment and dedication in quality assurance. The table below sets out the major
awards and certificates obtained by our Group:
Y ear of award Description Awarding organisation
2025 (valid until 7 September
2027)
Certificate of Achievement
(rating of 4 Star)
SME Corporation Malaysia
and CIDB
2024 (valid until 20 July
2026)
Certificate of Achievement
(rating of 3 Star)
SME Corporation Malaysia
and CIDB
2019 (valid until 17 February
2027)
Certificate of ISO 9001: 2015
Quality Management
System
SIRIM QAS International
2019 (valid until 17 February
2027)
Certificate of ISO 9001: 2015
Quality Management
System
IQNet Association (The
International Certification
Network)
RESEARCH AND DEVELOPMENT
During the Track Record Period and as at the Latest Practicable Date, we did not engage in any
research and development activity.
LITIGATION AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, our Group had not been
involved in any material claims, litigations and potential claims against our Group.
Our Directors, to the best of their knowledge, information and belief having made all reasonable
enquiries, are not aware of any litigation proceedings (current, pending or threatened) against us which
could have a material adverse effect on our financial condition or results of operations as at the Latest
Practicable Date.
During the Track Record Period and up to the Latest Practicable Date, we have been in compliance
in all material respects with the applicable laws and regulations in Malaysia where we operate business
and have obtained all necessary approvals, permits, licence and certificates that are material to our
business operations from the relevant government authorities.
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ENVIRONMENTAL COMPLIANCE
Our Group is required to comply with the laws and regulations in relation to environmental
protection in Malaysia, including the Environmental Quality Act 1974. For further details, please refer
to the section headed “Regulatory Overview” in this prospectus. Possible breach of the aforesaid
environmental laws and regulations may lead to a penalty or fine by the relevant government authorities.
Given our substantial experience in the industry and our established operation workflow which includes
site visits by staff to determine possible environmental compliance issues, we have been able to comply
with the relevant environmental laws and regulations.
During the Track Record Period and as at the Latest Practicable Date, to the best knowledge of the
Directors, our Group was in compliance with applicable environmental laws and regulations in all
material respects.
PROPERTIES
Owned properties
The following table summarises the information regarding the properties owned by us as at the
Latest Practicable Date:
Address Use of Property
Gross
built-up area Notes
(sq.ft.)
(approximately)
Lot No. E-2-7, Level 2, Jesselton View Condominium, Jalan
Penempatan Hiltop, 88300 Kota Kinabalu, Sabah, Malaysia
V acant 1,906 (1), (3), (4)
Lot No. E-3A-7, Level 3A, Jesselton View Condominium, Jalan
Penempatan Hiltop, 88300 Kota Kinabalu, Sabah, Malaysia
V acant 1,906 (1), (3), (4)
K-7F-7, Angkasa Apartment, Jalan Tuaran Bypass, Phase 2,
Menggatal, 88400, Kota Kinabalu, Sabah, Malaysia
Rental property 871 (1), (3), (4)
No. 5, Jalan Tropika Melawati 2, Taman Tropika Melawati, 53100
Hulu Kelang, Selangor, Malaysia
V acant 4,162 (2), (3), (4),
(6)
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Notes:
1. These vacant properties are residential units. As at the Latest Practicable Date, they had been vacant for approximately six
years. The vacant properties were transferred to our Group as payment-in-kind to offset long-outstanding receivables due
from a customer in connection with a project undertaken by our Group which was completed in 2011. The relevant
customer had delayed settlement of the balance of the contract sum (amounting to approximately RM2.9 million) for an
extended period, and the amount remained outstanding despite repeated demands and follow-ups. After assessing the low
likelihood of recovering the outstanding balance in cash and following negotiations, our Group accepted the transfer of
these three properties (amounting to approximately RM2.9 million in aggregate value at the time of transfer, two of which
were then under construction and subsequently completed) from the customer in 2019 to offset the outstanding receivables
owed by the customer. The vacant properties are not required for our business operations and two of them have remained
vacant while we have been in the process of identifying suitable purchasers or tenants. As at the Latest Practicable Date, we
were continuing our efforts to identify potential purchasers or tenants for the vacant properties.
2. This vacant property is a residential unit. As at the Latest Practicable Date, it had been vacant for approximately four years.
The vacant property was transferred to our Group as part of payment-in-kind to offset outstanding receivables due from a
subcontractor in connection with Project JB15, which failed to complete its contracted works in accordance with the
stipulated timetable, causing our Group to engage replacement subcontractors to complete the remaining scope. The total
amount of compensation then due from the subcontractor for breach of contract amounted to approximately RM6.5 million.
However, the subcontractor failed to make payment and, after negotiations, offered two properties (amounting to RM5.0
million in aggregate value at the time of transfer, which were then under construction and subsequently completed) (one of
which had been disposed of by our Group as at the Latest Practicable Date) in 2021 to offset its outstanding liabilities,
which our Group accepted after evaluating the recoverability of the amount involved. The remaining balance of
approximately RM1.5 million was subsequently settled fully in cash by the subcontractor. The vacant property is not
required for our business operations and has remained vacant while we have been in the process of identifying suitable
purchaser or tenant. As at the Latest Practicable Date, we were continuing our efforts to identify potential purchaser or
tenant for the vacant property.
3. For each of the above properties accepted by us as payment-in-kind, our Group conducted an assessment of their market
value to ascertain the reasonableness of the agreed settlement values. The assessment was performed by the accounting
personnel of our Group using a market comparison approach, including review of publicly available information on listings
and developer prices of comparable properties in the vicinity. The settlement amounts were mutually agreed with the
counterparties based on such assessment and prevailing market information. Having considered (i) the internal assessment
of our Group which took into account listings and developer prices of comparable properties (in terms of size, floor or
storey level and/or age, as applicable) in the respective areas (including Kota Kinabalu, Sabah and Kelang, Selangor, as the
case may be); (ii) the low likelihood of recovering the outstanding amounts in cash if payment-in-kind were rejected; (iii)
the uncertainty, cost, management attention, resource commitment and time involved in pursuing formal legal action; and
(iv) the relative certainty and immediacy of recovery achievable through an asset transfer, our Directors are of the view that
the prices of the properties accepted as payment-in-kind were reasonable and represented fair settlement values in the
totality of the circumstances.
4. According to the CIC Report, it is not uncommon in the Malaysian construction industry for contractors to accept non-cash
settlements, including transfers of property or other tangible assets, as payment-in kind to recover long-overdue payments
from customers or subcontractors. Such arrangements are generally adopted as a practical means of mitigating credit risk,
particularly when the counterparties experience financial difficulties. Our Group’s acceptance of the said properties is
therefore considered consistent with prevailing industry practice and represents a commercially reasonable approach in the
circumstances.
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5. The aforementioned settlement-in-kind arrangements had not occurred during the Track Record Period. Our Group does
not intend to accept properties or other assets as settlement-in-kind in the future, except under exceptional circumstances
and only after exhausting all reasonable means of cash recovery. In relation to any such exceptional circumstances in the
future where alternative settlement method for outstanding payment is proposed by a counterparty, we have formalised the
following decision-making process and internal controls:
(i) Triggering circumstances and preliminary assessment . Alternative settlement methods will only be considered after
all reasonable means of cash recovery have been exhausted, including repeated written demands, meetings with the
counterparty, agreed repayment plans (if any), and issue of legal demand letters where appropriate. The finance
department will first assess the age and recoverability of the outstanding receivable and prepare an internal
memorandum setting out the justification, basis and necessity for considering any non-cash settlement.
(ii) Independent valuation and due-diligence review . Where a counterparty proposes settlement by way of properties or
other assets, we will obtain at least one independent valuation to assess the fair value and marketability of the
proposed asset. If necessary, we will also engage legal advisors to conduct due diligence, such as title and
encumbrance checks.
(iii) Approval process . Any acceptance of non-cash settlement must be approved sequentially by our chief executive
officer and then our Board. Our Board will approve such arrangement only if commercially justified, in the best
interests of our Group, and demonstrated to be more beneficial than pursuing litigation and prolonged recovery
efforts.
(iv) Post-acceptance monitoring . Upon acceptance, the finance department will closely monitor the asset for
impairment, while the fixed asset personnel will be responsible for assessing marketability and identifying disposal
opportunities.
Settlement-in-kind does not result in immediate cash inflow and therefore does not improve short-term operating cash flow.
Instead, it converts trade receivables into non-current assets until realisation. Accordingly, our Group’s policy going
forward is to avoid such non-cash payment arrangements to the extent practicable, except in exceptional circumstances
where cash recovery is unlikely and the proposed asset represents the most efficient method of recovery.
6. Pursuant to Rule 8.01A(1) of the GEM Listing Rules, an issuer must include valuations of and information on property
interests that form part of its property activities (as defined in Rule 8.01(2) of the GEM Listing Rules) except for those
with a carrying amount below 1% of its total assets. As at 30 June 2025, being the date to which the most recent audited
consolidated statements of the financial position of our Group were made up to, the carrying amount of our property
situated at No. 5, Jalan Tropika Melawati 2, Taman Tropika Melawati, 53100 Hulu Kelang, Selangor, Malaysia exceeded
1% of our total assets. Thus, a property valuation report in respect of such property is included in this prospectus, the text
of which is set out in Appendix III to this prospectus. According to the Property V aluation Report, the valuation of this
property was RM2.5 million as at 11 November 2025.
7. Save as disclosed above, our Directors confirm that as at 30 June 2025, (i) no single property interest that forms part of our
Group’s non-property activities had a carrying amount of 15% or more of its total assets as shown in its latest audited
consolidated financial statements; and (ii) no property interest that forms part of our Group’s property activities had a
carrying amount of 1% or more of its total assets as shown in its latest audited consolidated financial statements.
Accordingly, our Directors are of the view that Rules 8.01A and 8.01B of the GEM Listing Rules have been complied with.
8. As advised by our Malaysia Legal Advisers, based on review of title documents and/or confirmation from developers, there
was no defective title in respect of the properties owned by our Group during the Track Record Period and as at the Latest
Practicable Date.
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Leased properties
The following table summarises the information regarding the properties leased by us as at the
Latest Practicable Date:
Address Use of Property
Total gross
built-up area Term of the tenancy
(sq.ft.)
(approximately)
B-03-32, Block B, Merchant Square, No.1, Jalan
Tropicana Selatan 1, Pju 3, 47410 Petaling
Jaya, Selangor, Malaysia (Note)
Office 1,777 1 June 2025 to 31 May 2026
B-3A-32, Block B, Merchant Square, No.1, Jalan
Tropicana Selatan 1, Pju 3, 47410 Petaling
Jaya, Selangor, Malaysia (Note)
Office 1,164 15 October 2024 to 14 October
2026
No. 39-1, 39-3, 39-3A, Jalan Pju 6A/3, Kayu Ara
Business Park, 47400 Petaling Jaya, Selangor,
Malaysia (Note)
Storage 4,611 16 November 2024 to 15
November 2026
No. 48, Jalan Apollo U5/187, Bandar Pinggiran
Subang 1, Bandar Pinggiran Subang, Seksyen
U5, 40150 Shah Alam, Selangor, Malaysia
(Note)
Storage 3,420 15 December 2024 to 14
December 2026
Lot 2578, Mukim Tanjung Dua Belas, Tempat
Bukit Changgang, Daerah Kuala Langat,
Selangor, Malaysia
V acant (with a primary
intention to be used for
storage of machinery)
N/A (Land area:
210,445)
1 October 2025 to 30 September
2027
10K (Lot PT 5691), Taman Sri 10k Jerkoh 27300
Benta, Pahang Darul Makmur, Malaysia
Consultant site office 1,550 1 September 2023 to 31 August
2026
8K (Lot PT 5693) & 9K (Lot PT 5692), Taman Sri
Jerkoh 27300 Benta, Pahang Darul Makmur,
Malaysia
Consultant site office 2,600 1 September 2023 to 31 August
2026
Lot 2281, (GM 81), Temerson, Mukim Sega,
Daerah Raub, Pahang Darul Makmur, Malaysia
Storage 196,020 1 May 2024 to 30 April 2026
No. 7-G, 7-1 & 7-2 Jalan SBP 1, Taman SB
Perdana, Sek 5, Pekan Sabak, 45200, Sabak
Bernam, Selangor, Malaysia
Consultant site office 4,800 15 February 2023 to
14 February 2027
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Address Use of Property
Total gross
built-up area Term of the tenancy
(sq.ft.)
(approximately)
Dewan Orang Ramai, Sungai Air Tawar, 45100
Sungai Air Tawar, Selangor Darul Ehsan,
Malaysia
Site office 5,978 1 April 2023 to
31 March 2027
Lot 1551, Kampung Badlishah 09800 Serdang
Kedah, Malaysia
Staff rest area 1,460 5 October 2023 to
30 October 2026
Lot No. 9A, Tingkat 1, Jalan Padang, Serdang
Avenue, 09800 Serdang, Bandar Baharu, Kedah
Darul Aman, Malaysia
Site office meeting room 1,400 16 November 2025 to
15 November 2026
Lot No.10A, Tingkat 1, Jalan Padang, Serdang
Avenue, 09800 Serdang, Bandar Baharu, Kedah
Darul Aman, Malaysia
Staff rest area 1,384 16 November 2025 to
15 November 2026
Lot No. 11A, Tingkat 1, Jalan Padang, Serdang
Avenue, 09800 Serdang, Bandar Baharu, Kedah
Darul Aman, Malaysia
Consultant site office 1,873 16 November 2025 to
15 November 2026
Lot No. 12A, Tingkat 1, Jalan Padang, Serdang
Avenue, 09800 Serdang, Bandar Baharu, Kedah
Darul Aman, Malaysia
Consultant site office 1,600 16 November 2025 to
15 November 2026
Lot 1221 A Kampung Seberang Kuala Kenau
Sungai Lembing, 25200 Kuantan Pahang,
Malaysia
Staff rest area 1,500 1 December 2025 to
30 November 2026
PTK 3/1/12415 (LAMS 92876), No. 11 Kg.
Melayu, Sungai Lembing, 26200 Mukim Ulu
Kuantan, Daerah Kuantan, Negeri Pahang Darul
Makmur, Malaysia
Site office 1,819 1 February 2024 to
31 January 2027
Note: The landlords of these properties are companies wholly-owned by Datuk Tan and Datin Pan. Hence, the landlords are
connected persons of our Company. Our Directors confirm that, save for these connected leases, all the other properties
were leased from Independent Third Parties. For further details, please refer to the paragraphs headed “Relationship with
Controlling Shareholders – Independence from our Controlling Shareholders – Operational independence”.
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INTELLECTUAL PROPERTY
As at the Latest Practicable Date, our Group has registered a domain name and a trademark in
Hong Kong. Please refer to the paragraphs headed “Statutory and General Information – B. Further
information about the business of our Group – 2. Intellectual property rights of our Group” in Appendix
V to this prospectus for further details of our intellectual property rights.
Our Directors confirm that during the Track Record Period and up to the Latest Practicable Date,
(i) we were not involved in any dispute or claim concerning any infringement of our intellectual
property; and (ii) we had not received any infringement claims nor had we filed any infringement claims
against any third parties.
INSURANCE
Our Group has insurance cover for our liabilities under employees’ compensation and personal
injury claims which meets the statutory minimum insurance coverage. We consider such insurance
coverage being generally sufficient for our liabilities under employees’ compensation claims and
personal injuries actions.
Our Directors confirmed that during the Track Record Period and up to the Latest Practicable
Date, all our projects were covered and protected by the workmen’s compensation insurance and
contractor’s all risks insurance provided by the respective main contractors of the projects. Such
insurance policies covered and protected all tiers of employees working in the relevant construction
sites, and the works performed by them in the relevant construction site.
During the Track Record Period, our Group also maintained insurance coverage against, among
other matters, (i) our owned properties; and (ii) our motor vehicles.
According to the CIC Report, our Group’s insurance arrangements are consistent with industry
practice. This practice requires that subcontractors must maintain insurance coverage for their
employees that complies with the statutory requirements under the Social Security Organisation
(SOCSO) scheme, which mandates employers to contribute to employee compensation and injury
insurance schemes since June 2016. In project execution, the main contractor follows industry norms by
ensuring that all workers on site, including its subcontracted personnel, are covered under workmen’s
compensation insurance and all-risks insurance. In accordance with common practice in Malaysia, such
insurance policies are typically arranged by the main contractor and provide site-wide coverage. Our
executive Directors confirm that during the Track Record Period and up to the Latest Practicable Date,
we had adhered to this insurance structure and practices.
For FY2023, FY2024 and 6M2025, our insurance expenses were approximately RM1.0 million,
RM1.3 million and RM0.2 million, respectively. During the Track Record Period and up to the Latest
Practicable Date, we had not made, and had not been the subject of, any material insurance claim.
BUSINESS
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INTERNAL CONTROL AND RISK MANAGEMENT MEASURES
We believe that effective risk management and internal control are critical to our success. We have
established an internal control system to facilitate our effective management of our Group, which covers
areas such as: (i) corporate governance; (ii) risk assessment; (iii) sales management; (iv) procurement
management; (v) project management; (vi) human resources management; (vii) fixed asset management;
(viii) treasury management; (ix) financial reporting management; (x) taxation management; (xi) health,
safety and environmental control; and (xii) IT general control. Our Board is responsible for establishing
our internal control system and reviewing its effectiveness. As our business continues to expand, we
will review, refine and enhance our internal control system on an ongoing basis to respond to the
evolving requirements of our business operations and to ensure due compliance with the applicable laws
and regulations.
To strengthen our internal control and ensure future compliance with the applicable laws and
regulations (including the GEM Listing Rules) after the Listing, we have adopted the following
additional internal control measures:
(i) our Board will continuously monitor, evaluate and review our internal control system to
ensure compliance with the applicable legal and regulatory requirements and will adjust,
refine and enhance our internal control system as appropriate;
(ii) our Board will include three independent non-executive Directors to ensure transparency in
management and fairness in business decisions and operations. Our independent
non-executive Directors will contribute to the enhancement of our corporate value by
providing advice and insights based on their extensive experience and specialised
knowledge;
(iii) the Audit Committee comprising our independent non-executive Directors, will provide an
independent view of the effectiveness of the financial reporting process, supervise and
provide guidance on the internal control and risk management systems of our Group, and
oversee the audit process, etc.; and
(iv) we have appointed Lego Corporate Finance Limited as our compliance adviser with effect
from the Listing to provide professional advice and guidance to our Group to ensure
compliance with the GEM Listing Rules and the applicable laws and regulations.
Based on the above, our Directors are of the view that our Group has taken reasonable steps to
establish an internal control system and procedures to enhance the control environment at both the
working and management levels, and that the internal control measures are adequate and effective for
our business operations.
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In addition, our risk management process starts with identifying the major risks associated with
our corporate strategy, business operation, finance and assets and compliance with applicable laws and
regulations. We assess our risks in terms of their likelihood and potential impacts, and then prioritise
and pair each risk with a risk response plan. We provide training to our employees and encourage an
all-embracing culture of risk management ensuring that all employees are aware of and responsible for
managing risks. Each of our operating departments is responsible for identifying and analysing risks
associated with its function under the supervision of our audit department, our management and
ultimately our Directors. The Audit Committee will also be responsible for evaluating whether the
relevant departments of our Group are able to carry out risk management works in accordance with our
risk management procedures and the effects of their works.
Our Directors consider that during the ordinary course of our business, we are primarily exposed
to (i) operational risks; (ii) credit risks; and (iii) market risks relating to the changes in macroeconomic
environment.
The following set out the key risks for our business and how our Group intends to mitigate them:
Operational risks
For our business operations, we are primarily exposed to labour shortage risk, project delay risk
and health and safety risk.
Labour shortage risk
Our Group leverages the good relationship with our labour and subcontractors to mitigate the risk
of labour shortage and aging problem. We maintain an internal list of approved subcontractors which we
review and update on a continuing basis and the subcontractors we worked with had been able to call for
adequate labour for their works. Our execution team may follow up with our subcontractors from time
to time to inquire about the deployment of labour, including the timing and number of workers required.
Project delay risk
Any delay in project (which may or may not be caused by us) would affect the timing of our
Group’s cash inflows and outflows. Our Group from time to time communicates with our customers and
our subcontractors, and are kept up-to-date regarding each site’s work progress. We plan the deployment
of labour and other resources accordingly. Our management team also forecasts the works to be done in
the forthcoming months to plan our liquidity and working capital use and report to our executive
Directors to consider whether contingency plans are required.
Health and safety risk
We have adopted a safety and health policy for our staff and, when required, workers of our Group,
together with those of our subcontractors, attend safety training courses organised by us. We have in
place an occupational health and safety management system order to promote a safe and healthy
working environment.
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Credit risks
We are exposed to risk of increase in bad debts if the credit granted is not timely collected by us.
Our finance department is responsible for monitoring overdue payments closely and prepares aging
reports showing the customers’ overdue amounts. We monitor and evaluate overdue payments on a
case-by-case basis and consider appropriate follow-up actions such as actively communicating with
customers. We also have an internal assessment system in place to assess the credit rating of our
customers.
Market risks
We are exposed to general market risks related to changes in macroeconomic policy, market
demand, competitive landscape and other market changes. Our Directors closely monitor works forecast
by the government and the number of new projects approved so as to adjust our business strategies and
assess our participation in the public or private sectors. Our executive Directors are responsible for
identifying and assessing potential market risks and from time to time discussing with other operating
departments to formulate policies and measures to mitigate these market risks.
OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICIES
We recognise the importance of sustainable development for our long-term development. Our
Board and senior management team identify and mitigate potential ESG risks on a continuing basis.
ESG governance
We have established an ESG governance framework led by our Board, laying the foundation for
our ESG efforts and steadily advancing towards achieving our ESG goals. Our Board, as the highest
responsible body for our ESG efforts, is responsible for reviewing our ESG strategies and related risks
and receives reports from the senior management and responsible personnel. To ensure the effective
progression of ESG works, we intend to establish an ESG Committee upon Listing. The members of the
ESG Committee will be appointed by our Directors and will be mainly responsible for supporting our
Board in: (i) implementing ESG-related policies and strategies; (ii) monitoring ESG issues; and (iii)
working with different departments to implement ESG initiatives.
Identification and evaluation of ESG risks
We promptly identify ESG-related risks and opportunities through regular assessments and
internal reporting. Our Board is responsible for overseeing and identifying ESG-related risks and
opportunities and supervising the implementation of ESG risk management measures. Our ESG
Committee will assist the Board in conducting the identification and management of ESG-related risks,
primarily including: (i) assessing the significance of ESG-related risks and proposing corresponding
recommendations based on the assessment results; and (ii) collecting relevant ESG information to help
identify ESG issues and risk matters.
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The following table sets forth a summary of the ESG-related risks that we consider significant and
potentially impactful on our business, strategy and financial position:
ESG-related risks Impacts
Widespread diseases • Potential increase in absenteeism, and healthcare
costs. This can also lead to a decline in employee
morale and productivity.
Knowledge Management Risk • Ineffective knowledge sharing may hinder innovation
and efficiency, leading to a loss of valuable insights
and expertise within the organisation.
Labour Relations • Poor relationships with employees can lead to strikes,
reduced morale and legal challenges, ultimately
affecting business operations and reputation.
Regulatory Compliance Risk • Non-compliance with laws and regulations can result
in fines, legal actions, and damage our reputation, as
well as potential operational disruptions.
Measures to address ESG risks
To mitigate the potential impacts associated with ESG risks, we have implemented the following
measures.
Consumption of resources
We consume fossil energy, electricity and water during the course of our business operation. To
enhance resource efficiency, we have implemented the following measures.
• Fuel consumption. We minimise the use of diesel-powered equipment where possible, and
encourage the use of fuel-efficient vehicles and plan logistics efficiently to reduce
transportation trips.
• Electricity consumption. We manage our use of electricity with a view to reducing
electricity consumption in our operation. For instance, (i) we set air conditioners to 24 to
26°C, using LED lighting, striving to minimise power loss and ensuring that lights are turned
off in unoccupied areas to prevent the waste of electrical resources; (ii) heavy equipment
operations are scheduled during off-peak hours where applicable; and (iii) the shared use of
equipment is promoted instead of utilising redundant tools.
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• Water consumption. To reduce water consumption, we continuously promote water
conservation awareness through signage and staff briefings. We also conduct regular
inspections for leaks or damaged hoses, the use of trigger nozzles on water taps to minimise
wastage, and the reuse of water for general site cleaning where it is safe to do so. We
continue to monitor usage trends and are exploring opportunities to establish measurable
goals in future reporting periods as part of our broader sustainability strategy.
Emission
We closely monitor and strictly comply with the relevant laws and regulations related to emission
requirements. We pay significant attention to the management of emissions such as air emissions,
wastewater and solid waste, ensuring that all of our emission indicators meet local standards, effectively
reducing the adverse environmental impact.
We formulated robust internal policies to strengthen the management of emissions, which stipulate
the emission standards and treatment processes for various types of emissions.
• Waste gas. To manage waste gas emissions from construction and site activities, we conduct
regular maintenance of machinery and equipment to minimise black smoke and harmful
emissions, avoiding unnecessary engine idling on-site to reduce fuel consumption and air
pollutants, and applying dust suppression methods, such as water spraying during earthworks
and demolition activities. These measures help maintain cleaner air quality in and around our
project sites while supporting our broader environmental sustainability goals.
• Wastewater . To manage wastewater emissions, we ensure that all discharge is treated
through approved systems, prevent chemical and oil spills from entering drainage systems,
and install silt traps at construction site discharge points.
• Non-hazardous and hazardous waste. For our non-hazardous waste, we promote effective
segregation using color-coded bins, daily housekeeping, and regular monitoring to identify
and address excessive waste generation. For hazardous waste, we enforce strict protocols
including secure storage, proper labelling, inventory tracking, and disposal through licensed
contractors, ensuring full compliance with environmental regulations.
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Climate change
Following the recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD), we identified and analysed the potential impact of climate change risks on our business. The
primary climate change risks identified can be categorised into physical risks and transition risks.
Type of risk Potential impact Response measures
Acute physical
risk
• Extreme weather events may damage our
facilities, leading to increased repair and
maintenance costs and potentially
disrupting marketing activities.
The following response measures apply to both
acute risk and chronic risk:
• We will implement an emergency plan for
work safety incidents including those
arising from environmental incidents. We
have organised training activities to
prepare for natural disasters.
• We will conduct training sessions for
employees on emergency response to
enhance their ability to deal with
emergencies and ensure the health and
safety of employees.
Chronic physical
risk
• Climate change, including rising global
temperatures and more frequent
heatwaves, may lead to increased
operating and human resource costs due to
lost workdays and higher electricity
consumption to maintain comfortable
indoor conditions. Additionally, long-term
shifts in climate patterns raise concerns
about climate-related risks to our
business, including potential increases in
insurance premiums for sites located in
disaster-prone areas.
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Type of risk Potential impact Response measures
Transition risk • In line with the global commitment to limit
warming to well below 2°C under the Paris
Agreement and Malaysia’s Dual Carbon
Goals, it is expected that regulations on
climate disclosure and carbon emissions will
become more stringent. As the industry moves
toward low-carbon operations, failing to keep
pace with market developments or neglecting
climate considerations could negatively
impact our Company’s reputation and
competitiveness.
• We closely monitor policies related to climate
change and promptly assess their impact on
our operation to implement improvement
measures as soon as possible. Through regular
internal training and carrying out carbon
investigation activities, we consistently
enhance our ability to statistically analyse
carbon emissions and improve the level of
climate information disclosure.
Occupational health and safety
We place strong emphasis on the health and safety of our employees. To strengthen our safety
management and ensure safe operation, we have implemented or will implement the following safety
measures to effectively prevent and control the occurrence of work safety accidents:
• Safety training. We offer work safety training and guidelines to our employees from time to
time. This ensures employees fully understand and comply with our safety procedures and
policies.
• Regular safety inspections. We conduct regular safety inspections, including checking the
use of protection gear by workers in work sites and other inspections on potential work
safety hazards.
• Occupational health checks. We will provide occupational health checks to our employees
in need to promote their well-being and ensure a safe working environment. These health
checks will be designed to identify potential health risks associated with their roles and to
support their overall health.
• Occupational disease hazards detection. We will regularly monitor workplaces for
occupational disease hazards and, if necessary, engage qualified occupational health service
agencies to conduct occupational disease hazards tests.
• Report system: We require our employees to report any accidents or health hazards to their
supervisor in a timely manner. The supervisor should then report the same to the senior
management, who will then make record of the accidents and follow up on the condition of
the injured employee.
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Advocating health and safety
Our Company is committed to maintaining a safe working environment for our employees and
creating a safety culture. By building a sound Health, Safety, and Environment (“ HSE ”) management
framework and Safety and Health Policy, we can gradually reduce the risk of occupational health on
employees.
Under the HSE management framework and Safety and Health Policy, we ensure that our
day-to-day operations are carried out in compliance with the applicable laws and regulations on
occupational health and safety in Malaysia. This includes adherence to the Occupational Safety and
Health Act (“ OSHA ”) 1994. These laws broaden the scope of workplace safety regulations to cover
nearly all sectors, impose additional duties on employers and principals, and emphasise the importance
of risk assessments and the appointment of safety coordinators. We also comply with related regulations
such as the Factories and Machinery Act 1967, and the Workmen’s Compensation Act 1952, where
applicable, to ensure comprehensive protection for all employees.
We are committed to maintaining a safe, healthy, and productive work environment for all
employees. As part of this commitment, employees are expected to refrain from the consumption of
alcoholic beverages during the normal workday or while performing any duties on behalf of our
Company. Violations of this policy may result in disciplinary action in accordance with our procedures.
To ensure the safety of employees working in environments that pose physical risks, we provide
personal protective equipment (“ PPE ”) as required. Employees are responsible for wearing and
properly using the appropriate PPE and for maintaining it in good condition. Additionally, employees
are eligible for reimbursement each calendar year for the purchase of safety boots used for work
purposes.
We maintain a Smoke-Free Workplace Policy to promote a healthier and more comfortable
environment for all staff and visitors. Smoking is prohibited in all indoor areas and designated
non-smoking zones.
An Emergency Response Policy is in place to guide our actions during various types of
emergencies, including fires, natural disasters, medical incidents, security threats, and hazardous
material situations. We maintain a comprehensive emergency response plan that outlines procedures for
each scenario. Effective communication channels, such as alarm systems, public address
announcements, and digital platforms are established to ensure timely notification and clear instructions
during emergencies. On-site first aid facilities and trained personnel are available to provide immediate
medical assistance, and emergency medical services will be contacted when necessary. All emergencies,
incidents, and near-misses must be promptly reported to designated personnel or authorities, and
thorough documentation will be maintained for review and continuous improvement. Regular training
sessions and evacuation drills are conducted to ensure employees are familiar with emergency
procedures and can respond effectively. Awareness campaigns are also held to educate staff on potential
hazards and preparedness measures.
BUSINESS
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During the Track Record Period and up to the Latest Practicable Date, our Company was not aware
of any material non-compliance with relevant laws and regulations relating to occupational health and
safety that had a material impact on our Group relating to providing a safe working environment and
protecting employees from occupational hazards.
Occupational accidents in Malaysia’s construction industry
The table below sets out the information currently available in relation to occupational accidents
in Malaysia’s construction industry:
Number of reported
occupational accidents
Category of occupational accidents 2022 2023
Death 72 88
Permanent disability 2 8
Non-permanent disability 4,250 5,283
Industry average reported accident rate
(1) 3.7 4.2
Industry average reported fatality rate (2) 6.2 6.9
Source: The Department of Occupational Safety and Health and the Ministry of Human Resources of Malaysia
(1) The industry average reported accident rate represents the total number of permanent disability, non-permanent
disability and fatal incidents reported to the Department of Occupational Safety and Health per 1,000 construction
workers engaging in Malaysia’s construction industry.
(2) The industry average reported fatality rate represents the number of fatal incidents reported to the Department of
Occupational Safety and Health per 100,000 construction workers engaging in Malaysia’s construction industry.
Occupation accidents of our Group
We maintain an internal record of workplace accidents. During the Track Record Period, we
recorded one employee accident. In May 2023, a driver employed by us encountered a traffic accident
on his way to work and sustained minor injuries. He recovered and returned to work shortly after the
accident and is still employed by us as at the Latest Practicable Date.
The aforementioned accidents was duly reported to the Social Security Organisation (SOCSO)
under the Ministry of Human Resources of Malaysia. The accident was unrelated to our principal
business operations. Our Group had not been penalised by any authorities, and there were no formal
reports or complaints lodged against us regarding the incident. All necessary compensation related to
the accident has been settled with the relevant employee.
Apart from the accident set out above, during the Track Record Period and up to the Latest
Practicable Date, no other accident had happened to any employee of our Group in the course of our
operations that should be reported to SOCSO or other authorities, nor had we received any material
claim from our employees in relation to any personal or property damage.
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On the other hand, as advised by our Malaysia Legal Advisers, in Malaysia, the primary legal
responsibility for employee welfare, compensation, and statutory protection lies with the direct
employer. In the event of a workplace accident involving an employee of our Group’s subcontractor
while performing work on our projects, the subcontractor would generally bear the primary
responsibility, and the affected employee would typically seek compensation through SOCSO and/or the
subcontractor’s insurance coverage. Our Group’s liability for our subcontracted personnel may arise in
limited circumstances, such as in situations where the accident is attributable to our failure to ensure
general site safety or to address known hazards. The main contractor, as overall site controller, may also
be liable for accidents occurring at the project site, particularly where such accidents are attributable to
shortcomings in site safety, supervision, or conditions for which the main contractor is responsible. For
accidents involving our Group's own employees, claims would ordinarily be pursued through SOCSO
and/or our Group’s insurance coverage, though we may have legal recourse against the main contractor
where the accident arises from the main contractor’s obligations in relation to site safety.
Anti-fraud, corruption, bribery and money laundering
We are committed to fostering a corporate culture of integrity and honesty. We strictly adhere to
the applicable laws and regulations in relation to anti-fraud, corruption, bribery and money laundering
in Malaysia. We have implemented a series of policies against fraud, corruption, bribery and money
laundering. These policies provide clear guidelines for the prevention, reporting, investigation and
penalisation of non-compliance.
To prevent fraudulent activities, we continuously improve our internal control measures, through
the establishment of control mechanisms such as inspection and approval procedures. In addition,
auditors regularly conduct inspections for irregular transactions, promptly identifying potential
fraudulent situations.
We have also established multiple reporting channels to facilitate the reporting of actual or
suspected fraud, bribery, corruption and money laundering by all employees and certain external parties
with direct or indirect economic transactions with us. Reports can be made through emails and letters.
Upon receiving reports, our senior management will promptly conduct reviews and investigations. If
necessary, we will engage third-party professionals to assist in the investigation. We strictly protect the
privacy and information of whistleblowers, ensuring their identity and information are not disclosed
without their consent. Any breach of confidentiality or retaliation will result in dismissal or contract
termination, and criminal offenses will be referred to enforcement authorities for action.
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Bribery and corruption on tendering
Our Directors and senior management team place top priority on the implementation, enforcement
and continual improvement of our Anti-Bribery and Anti-Corruption Policy and related initiatives.
These measures cover the prevention, detection and monitoring of bribery and corruption across all
business activities and operations, and ensure that all employees and representatives act with honesty
and professionalism in line with our corporate values. Our Anti-Bribery and Anti-Corruption Policy
prohibits employees and representatives from (i) offering, promising, giving or agreeing to give
anything of value, directly or indirectly, to secure a business or personal advantage; and (ii) requesting
or accepting anything of value that may impair or influence their objectivity in performing job duties. In
particular, we maintain strict safeguards against bribery and corruption in relation to our tendering and
quotation activities, where risks are inherently higher. These safeguards include transparent tender or
quotation submission or assessment, internal approval mechanism, declaration of independence and
conflict of interest, and regular internal oversight.
During the Track Record Period and up to the Latest Practicable Date, neither our Group nor any
of its Directors, officers or employees is, or has ever been, a party to any claim, litigation, investigation
or proceedings against any of them in respect of bribery, corruption, kickbacks, fraud or other similar
improper or unlawful conducts.
Social responsibility
We are committed to fulfilling our corporate social responsibilities and contributing to the welfare
of society. Our charitable initiatives principally comprise external donations and sponsorships. During
the Track Record Period, our Group made contributions to religious and humanitarian causes, sponsored
activities related to education, sports and culture to aid the community in need and supported disaster
preparedness efforts to enhance community resilience. Our Group is devoted to continuously uphold the
principle of giving back to the society through different activities. We believe that actively fulfilling
corporate social responsibility is the key to the success of our business.
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Environmental protection performance
To proactively respond to the goals of carbon peaking and carbon neutrality, we continue to pay
attention to environmental protection and the development of ecological culture. We are committed to
integrating sustainable development into our business operation and decision-making. We have
quantified our environmental protection efforts and actively monitor our environmental impact. The
following table sets forth our quantitative data on the environmental protection performance for FY2023
and FY2024:
Category Unit FY2023 FY2024
Air emission nitrogen oxides kg 96.08 162.16
sulfur oxides kg 2.76 5.20
particulate matter kg 7.07 11.94
Carbon monoxide kg 1.66 4.17
Greenhouse gas (GHG) emission Scop e 1 – Direct
emission
tCO
2e 17,370.63 127,874.65
Scop e 2 – Indirect
emission
tCO 2e 105.96 184.11
Scop e 3 – Other
indirect emission
tCO 2e 2.12 6.36
Total GHG emission
(Scop e 1 + Scope 2 +
Scope 3)
tCO 2e 17,478.71 128,065.12
Intensity of total GHG
emission (Scope 1+
Scope 2+ Scope 3)
tCO
2e/employee 203.24 1,255.54
Waste Intensity of hazardous
waste
kg/employee 0.00 (Note) 2.19
Intensity of
non-hazardous waste
kg/employee 0.02 0.05
Energy consumption Intensity of total
energy consumption
MWh/employee 3.88 17.73
Water consumption Intensity of total water
consumption
m3/employee 41.92 65.12
Note: The amount is less than 0.001.
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Assessing the ESG practices of suppliers and subcontractors
We emphasise the integration of ESG factors into supplier and subcontractor selection criteria.
Preference will be given to suppliers and subcontractors that demonstrate a strong commitment to
sustainable development, such as the implementation of their own sustainability policies. We will assess
each potential supplier and subcontractor’s overall performance, including on areas such as labour
rights, occupational health and safety, and environmental stewardship.
Employee management
We believe that employees are the cornerstone of our success and business sustainability. We
comply with the applicable employment-related laws and regulations in Malaysia and are committed to
upholding fair labour practices, including the prohibition of child labour, ensuring workplace safety,
and providing statutory benefits such as minimum wage, leave entitlements, and social security
contributions.
The information of our workforce and turnover rate by different categories are set out in the table
below:
Workforce indicators FY2023 FY2024 6M2025
Number of
employees
Approximate
% of total
number of
employees
Number of
employees
Approximate
% of total
number of
employees
Number of
employees
Approximate
% of total
number of
employees
By gender Male 60 69.8% 67 65.7% 85 66.9%
Female 26 30.2% 35 34.3% 42 33.1%
By age group Below 30 years old 16 18.6% 23 22.6% 41 32.3%
30 to 50 years old 52 60.5% 60 58.8% 64 50.4%
Over 50 years old 18 20.9% 19 18.6% 22 17.3%
For details of our policies regarding recruitment, remuneration and benefits and training, please
refer to the sub-section headed “Employees” in this section.
Business ethics
We uphold the highest standards of business ethics, requiring all employees to demonstrate
professionalism, integrity, and honesty in their conduct. We have in place an employee code of conduct
which outlines employees’ obligations and provide clear guidelines to ensure compliance with ethical
standards and employment terms. Compliance with the code of conduct is mandatory for all employees,
regardless of employment status, and breaches may result in disciplinary action.
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THE COVID-19 PANDEMIC
On 30 January 2020, the World Health Organization declared the outbreak of COVID-19 a public
health emergency of international concern, and later, on 11 March 2020, classified it as a global
pandemic. In response, the Government of Malaysia introduced a series of public-health and
social-distancing measures, including movement control orders, border restrictions and temporary
lockdowns, which generally posed significant pressures on both the domestic and global economy,
particularly in 2020 and 2021.
These measures were gradually eased and substantially lifted across Malaysia by April 2022,
following the transition to the endemic phase. During the Track Record Period and up to the Latest
Practicable Date, our Group did not experience any mandatory suspension of operations, temporary
closure of offices or shutdown of project sites. Our transportation infrastructure engineering projects,
including project execution and delivery schedules for our projects, continued largely as planned
without material disruption.
Nonetheless, we continued to closely monitor operational risks relating to supply chain stability,
workforce mobility and health-and-safety compliance. We implemented preventative measures such as
hygiene protocols, personnel segregation and contingency planning to ensure continuity of operations
and safeguard employee wellbeing.
Based on the above, our Directors are of the view that the COVID-19 pandemic did not have, and
is not expected to have, any material adverse impact on our Group’s business operations, financial
condition or results of operations during the Track Record Period and up to the Latest Practicable Date.
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OUR CONTROLLING SHAREHOLDERS
Immediately following completion of the Capitalisation Issue and the Share Offer (without taking
into account any Shares which may be allotted and issued by our Company pursuant to the exercise of
the Offer Size Adjustment Option or the exercise of any options which may be granted under the Share
Option Scheme), Datuk Tan and Datin Pan will, through BBSB Overseas, collectively hold 75% of our
Company’s total issued share capital. Accordingly, Datuk Tan, Datin Pan and BBSB Overseas will
constitute a group of Controlling Shareholders under the GEM Listing Rules upon the Listing.
Datuk Tan is an executive Director. For further information about his background and experience,
please refer to the section headed “Directors, Senior Management and Employees” of this prospectus.
Save as disclosed above, no other person will, immediately following completion of the
Capitalisation Issue and the Share Offer (without taking into account any Shares which may be allotted
and issued by our Company pursuant to the exercise of the Offer Size Adjustment Option or any options
which may be granted under the Share Option Scheme), be directly or indirectly interested in 30% or
more of our Shares then in issue nor have any direct or indirect equity interest representing 30% or more
of the equity in any member of our Group.
THE CONTROLLING SHAREHOLDERS’ PREVIOUS INTEREST IN BRIDGEX
Apart from Datuk Tan’s interest in our Group, Datuk Tan, being one of our Controlling
Shareholders and an executive Director, previously held, either individually or together with Datin Pan
or Mr. Andy Tan, shareholding interest in Bridgex, which was one of our top five customers in each of
FY2023 and FY2024 and one of our top four customers in 6M2025. Details of Datuk Tan and his
associates’ previous interest in Bridgex are set out below.
Bridgex was incorporated as a limited liability company in Malaysia in April 1993 by Independent
Third Parties. Bridgex was principally engaged in the provision of civil engineering services at the time.
In 1997, Datuk Tan subscribed for 30% shareholding interest in Bridgex. Between 1997 and 2005,
Bridgex was held as to 30% by Datuk Tan and 70% by an Independent Third Party, respectively. During
this period, Datuk Tan was one of the two directors of Bridgex.
In December 2005, Datuk Tan and Datin Pan collectively acquired the remaining 70%
shareholding interest in Bridgex from the Independent Third Party, who expressed his decision to retire
due to age consideration. Following this acquisition, Datuk Tan and Datin Pan became the only
shareholders of Bridgex and remained so until March 2009.
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In March 2009, following two share transfers to two Independent Third Parties, namely Mr.
Mohamad Askandar Bin Mat Noh and Mr. Runilyzan Binti Othman, Datuk Tan and Datin Pan’s
collective shareholding interest in Bridgex was reduced to 40%. The consideration for the disposal of
60% shareholding interest in Bridgex was RM225,000 for each transfer, totalling RM450,000
(equivalent to the par value of RM1 per share), which was mutually agreed upon by the parties after
considering Bridgex’s financial performance, which showed a negative net asset value and a loss after
tax in 2008. Consequently, the parties considered the total consideration of RM0.45 million for the 60%
shareholding interest in Bridgex to be reasonable. The transferees are both indigenous Malaysian
businesspeople engaged in the transportation infrastructure engineering industry. To the best knowledge
and belief of our Directors having made all reasonable enquiries, they have no other past or present
relationship (whether family, employment, business, financing or otherwise) or business or funding
arrangements with our Group, our Controlling Shareholders, Directors or senior management (including
but not limited to Datuk Tan and Mr. Andy Tan), or any of their respective associates.
In March 2010, Datuk Tan and Datin Pan disposed of their remaining shareholding interest in
Bridgex to Mr. Mohamad Askandar Bin Mat Noh, being one of the Independent Third Party transferees
in the March 2009 transfers, at a total consideration of RM300,000 (equivalent to the par value of RM1
per share). The consideration for the transfer was determined with reference to Bridgex’s financial
statements for 2009 (being the most recent available financial information at the time), which recorded
a modest profit after tax and a small net assets position. Consequently, the total consideration of RM0.3
million for the 40% shareholding interest in Bridgex (equivalent to the par value of RM1 per share) was
determined by taking into account Bridgex’s 2009 financial performance and the parties considered it
reasonable. On the other hand, the staged disposals in 2009 and 2010 were primarily driven by Datuk
Tan’s strategic decision to devote full attention and consolidate resources towards the business
development of BBSB Holdings. Hence, the disposal of Datuk Tan and Datin Pan’s shareholding interest
in Bridgex in 2010 represented their commercial decision to streamline their business interests. Prior to
the disposals, both Bridgex and BBSB Holdings were wholly owned and controlled by Datuk Tan and
Datin Pan. At that time, BBSB Holdings was in its critical stages of formation and growth. It obtained
the CIDB Grade G7 qualification in Category CE (Civil Engineering Construction), Category B
(Building Construction) and Category ME (Mechanical and Electrical) in 2008, and commenced its first
large-scale project at Eastern Dispersal Link (EDL) in Johor Bahru, Johor (Project JB03) in the same
year. Recognising the need to build BBSB Holdings’ reputation and operational capabilities in
Malaysia’s bridge engineering industry, Datuk Tan decided to divest his interests in Bridgex to fully
focus on strengthening BBSB Holdings’ foundation, expanding its project portfolio, developing internal
expertise and cultivating long-term relationships with key customers and contractors. Following
completion of the disposals, neither Datuk Tan nor Datin Pan held any shareholding interest or
directorship in Bridgex.
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As confirmed by Datuk Tan, from December 2005 until the disposal of his and Datin Pan’s entire
shareholding interest in Bridgex in March 2010, both Bridgex and BBSB Holdings were principally
engaged in the provision of transportation infrastructure engineering services as subcontractors.
However, Bridgex’s operations were limited to specific parts of the bridge construction works, namely
beams construction, precasting and prestressing works. In contrast, BBSB Holdings specialised in the
design and construction of the entire girder bridge or any one or more of its sections and the
construction of the connecting highways, roads and other ancillary facilities. This fundamental
difference in business scope and positioning reinforced Datuk Tan’s intention to concentrate on
developing BBSB Holdings as a fully integrated bridge engineering company. We believe that this
decision laid the foundation for our Group’s future expansion.
In March 2014, the then shareholders of Bridgex, namely the two Independent Third Party
transferees in the March 2009 transfers, invited Datuk Tan to rejoin Bridgex as a minority shareholder,
holding a 40% shareholding interest and as a director.
Datuk Tan acquired 10% of the equity interest in Bridgex from Mr. Mohamad Askandar Bin Mat
Noh at a consideration of RM75,000, and 30% of the equity interest in Bridgex from Mr. Runilyzan
Binti Othman at a consideration of RM225,000 (equivalent to the par value of RM1 per share) in March
2014. The consideration for the 40% shareholding interest in Bridgex in March 2014 was determined
based on both financial factors and strategic considerations. Bridgex’s financial statements for 2013
(being the most recent available financial information at that time) showed a modest profit after tax and
a small net assets position. The consideration of RM0.3 million for the 40% shareholding interest in
Bridgex (equivalent to the par value of RM1 per share) was therefore determined by the parties with
regard to Bridgex’s 2013 financial performance and the parties considered it reasonable. By 2014,
BBSB Holdings had established a stable operational foundation, having secured a number of significant
projects and developed its internal capabilities. With BBSB Holdings’ operations running steadily,
Datuk Tan was in a position to accept the invitation to rejoin Bridgex in a non-executive and advisory
capacity. This arrangement was primarily intended to allow Bridgex to draw upon Datuk Tan’s
professional engineering qualifications and extensive experience in Malaysia’s transportation
infrastructure engineering sector, to enhance its technical profile and credibility in project tendering,
particularly for government or government-linked projects that value demonstrated expertise under
CIDB’s qualification framework. Hence, this strategic need for Datuk Tan’s expertise was also a key
factor in the mutual agreement on the consideration. From Datuk Tan’s perspective, the 40% equity
interest in Bridgex repurchased in March 2014 was held purely as a passive, portfolio investment, with
Bridgex as his investee company.
In November 2014, Datuk Tan sold 5% of the equity interest in Bridgex to Mr. Mohamad Bin
Husin, an Independent Third Party, who was an indigenous Malaysian businessman engaged in the
transportation infrastructure engineering industry, reducing his shareholding interest in Bridgex to 35%.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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During a brief period between May 2016 and October 2016, Datuk Tan’s shareholding interest in
Bridgex had been held temporarily through BBSB Holdings, which was then an associate of Datuk Tan.
He adopted this indirect shareholding arrangement to better organise his various investments in the civil
engineering market in Malaysia. Although Bridgex and BBSB Holdings operated independently with
distinct specialisations, Datuk Tan restructured this arrangement in October 2016 in order to maintain a
clear corporate separation by reinstating himself as a direct minority shareholder of Bridgex and avoid
potential confusion within the industry.
In February 2024, Datuk Tan transferred his 30% shareholding interest in Bridgex to his son, Mr.
Andy Tan. The transfer formed part of Datuk Tan’s family arrangement which was intended to give Mr.
Andy Tan greater industry exposure and business network. Following such transfer, Datuk Tan had 5%
equity interest in Bridgex and Mr. Andy Tan had 30% equity interest in Bridgex. The appointment of
both Datuk Tan and Mr. Andy Tan as directors of Bridgex during this period was intended to be
transitional in nature, with Datuk Tan expected to gradually step away from involvement in Bridgex.
In light of the above, from March 2014 to June 2024, Datuk Tan remained as a minority
shareholder in Bridgex, either individually or through, or jointly with his associates, including BBSB
Holdings and Mr. Andy Tan. Both Datuk Tan and Mr. Andy Tan did not have control over the board of
directors of Bridgex.
In contemplation of the Listing, it was recognised that both Bridgex and BBSB Holdings operated
in the transportation infrastructure engineering market in Malaysia, albeit with distinct areas of
specialisation and independent operations. To reinforce a clear corporate separation and eliminate any
potential perception of competition or conflict of interest between the two entities, in June 2024, Datuk
Tan and Mr. Andy Tan disposed of their entire shareholding interest in Bridgex to Ms. Nor Hidayah
Binti Md Khairuddin Pang (“ Ms. Nor ” ), an Independent Third Party who was an indigenous Malaysian
businesswoman engaged in the transportation infrastructure engineering industry, at a total
consideration of RM525,000 (i.e. RM1 per share). Although Bridgex recorded a modest profit after tax
and a net liabilities position in 2023, the parties agreed that the consideration was reasonable because
(i) the transfer of shares to Ms. Nor resulted in Bridgex becoming wholly owned by indigenous
Malaysians, a status deemed advantageous for Bridgex when bidding for projects designated for
indigenous contractors in Malaysia; and (ii) Bridgex was actively bidding for and undertaking projects
at the time of the transfer, indicating strong forward-looking operational value.
To the best knowledge and belief of the Directors having made all reasonable enquiries, the
purchaser has no other past or present relationship (whether family, employment, business, financing or
otherwise) or business or funding arrangements with our Group, our Controlling Shareholders,
Directors or senior management (including but not limited to Datuk Tan and Mr. Andy Tan), or any of
their respective associates. Upon completion of the disposals, Datuk Tan and Mr. Andy Tan also
resigned from their respective directorship in Bridgex. Since the completion of the disposals, Bridgex
has become an Independent Third Party and as at the Latest Practicable Date, it was held by two
Independent Third Parties who were indigenous Malaysians engaged in the transportation infrastructure
engineering industry, namely Ms. Nor and Ms. Sarimah Binti Mohd Nasir.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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At the time of the aforesaid disposals, Datuk Tan and Mr. Andy Tan were minority shareholders
and together only held 35% equity interest in Bridgex. They did not exercise control over the board of
directors, management or operations of Bridgex. Bridgex and our Group have historically operated
independently of one another. From the perspective of Datuk Tan and Mr. Andy Tan, their interests in
Bridgex were held solely as a passive, portfolio investment. Accordingly, Datuk Tan and Mr. Andy Tan
considered that a full divestment of their minority interests in Bridgex was the most effective way to
eliminate any actual or perceived conflict of interest and to present a clear and streamlined group
structure in preparation for the Listing. This ensured a definitive separation from Bridgex, particularly
given that Bridgex and our Group operate within the same industry. This divestment also addressed any
potential concerns regarding business competition that might otherwise arise.
Prior to the aforesaid disposals, although Bridgex held a Bumiputera Status Certificate (STB) and
was eligible to tender for Malaysian government or government-linked projects, Datuk Tan and Mr.
Andy Tan were only minority shareholders without any control over Bridgex, and the two companies
have historically operated independently. Whether before or after Datuk Tan and Mr. Andy Tan divested
their shareholdings in Bridgex, any collaboration between our Group and Bridgex has been conducted
through project-based arrangements, such as in Project JB15, Project JB25 (details of which are set out
in the section headed “Business – Our projects – Project-based collaboration arrangement with
Bridgex”), and the collaboration agreement entered into in May 2024 for Potential Project 2 (details of
which are set out in the sub-section headed “Future plans and use of proceeds – Use of proceeds”). In
other instances where our Group and Bridgex engaged each other (whether as a customer or a
subcontractor) without such project-level collaboration arrangement or joint venture structure, the two
companies also operated independently to engage each other on a standalone commercial basis and at
their respective sole discretion. The divestment of interests in Bridgex by Datuk Tan and Mr. Andy Tan
therefore has no impact on our Group’s ordinary commercial collaboration or subcontracting
arrangements with Bridgex.
During the respective tenure of Datuk Tan and Mr. Andy Tan as directors of Bridgex, to the best of
their knowledge, information and belief, and having made all reasonable enquiries, (including
conducting litigation searches on Bridgex through an independent search agent and as reviewed by our
Malaysia Legal Advisers), Bridgex had complied with all applicable laws and regulations in Malaysia in
all material respects, and was not the subject of any material claims, liabilities, litigation or legal
proceedings, whether actual or potential, during the Track Record Period up to the time of the disposals
by Datuk Tan and Mr. Andy Tan in June 2024. The Directors considered that the disposals by Datuk Tan
and Mr. Andy Tan of all their shareholding interest in Bridgex had no material adverse effect on the
business or operations of BBSB Holdings. Over the years, BBSB Holdings had developed its own track
record, market reputation and financial strength, enabling it to secure projects from main contractors
that are Independent Third Parties.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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Independence of BBSB Holdings from Bridgex
Despite the prior shareholding interests and directorships of Datuk Tan and Mr. Andy Tan in
Bridgex, our Directors confirm, and the Sole Sponsor concurs, that Bridgex and BBSB Holdings had
been operating independently of each other throughout the Track Record Period. The basis of such
operational and management independence is set out below:
Management independence
From November 2014 to February 2024, Datuk Tan served as one of the three directors of Bridgex.
His directorship was primarily to protect his minority shareholding interest in Bridgex, and he did not
have any control over the board. From February 2024 to June 2024, following his partial transfer of
shareholding interest in Bridgex to Mr. Andy Tan as part of his family arrangement, both Datuk Tan and
Mr. Andy Tan served as two out of four directors of Bridgex, which was intended to be transitional in
nature, with Datuk Tan expected to gradually step away from involvement in Bridgex. During this
four-month transitional period, neither of them had exercised any control over the board of directors of
Bridgex. Datuk Tan was one of the several authorised bank signatories, but did not have the sole
authority over Bridgex’s banking operations. Save for Datuk Tan, Datin Pan and Mr. Andy Tan, no
shareholder or director in Bridgex had been a shareholder or director of BBSB Holdings, and all other
shareholders and directors of Bridgex during the Track Record Period were Independent Third Parties.
Difference in business focus, project roles and size
While both Bridgex and BBSB Holdings are engaged in transportation infrastructure engineering
market in Malaysia, their business focus and project roles significantly differ. Bridgex holds a STB,
which enables it to tender for Malaysian government or government-linked companies’ projects
designated for indigenous contractors. Thus, Bridgex focused mainly on bidding for these projects as a
main contractor. In contrast, BBSB Holdings specialised in the design and construction of the entire
girder bridge or any one or more of its sections and the construction of the connecting highways, roads
and other ancillary facilities. Prior to and during the Track Record Period, the two companies therefore
had different strategic focuses and operate independently of each other.
BBSB Holdings mainly undertook government projects that were designated for indigenous
contractors as a subcontractor or enter into project-based collaborations with companies that hold the
STB.
Based on publicly available information, for FY2023 and FY2024, Bridgex recorded total turnover
of approximately RM19.9 million and RM21.3 million, and profit after tax of approximately RM0.2
million and RM0.2 million, respectively.
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Customers and subcontractors
Primarily attributable to the differences in business scope and project roles undertaken by Bridgex
and our Group, the operations of the two companies can be further delineated by the major types of
customers and subcontractors they typically engage. To the best of our knowledge and information:
(i) Customers : Bridgex, in its capacity as a main contractor in bridge engineering projects and
holds a STB, typically secures projects designated for indigenous contractors directly from
project owners such as the Government of Malaysia or government-linked companies. In
contrast, our Group has primarily operated as a subcontractor to main contractors, such as
Bridgex in these projects.
(ii) Subcontractors : As a main contractor, Bridgex typically subcontracts major work packages
to subcontractors such as our Group, which are capable of undertaking the comprehensive
design and construction of an entire girder bridge or any one or more of its sections. These
subcontracted scopes often comprise integrated works with structural, geotechnical and civil
components. In executing such integrated bridge engineering packages, our Group may in
turn engage downstream subcontractors to perform labour-intensive works and other works
that require niche technical expertise. This contrasts with Bridgex’s role as a project-level
main contractor.
No reliance by BBSB Holdings on Bridgex
During the Track Record Period and up to the Latest Practicable Date, our Group had undertaken
seven projects with a total contract sum of approximately RM781.7 million. Of these, only one project
in relation to flood mitigation works in Kenau River, Sungai Lembing Town, Kuantan, Pahang, Malaysia
(Project JB 31), with a contract sum of approximately RM96.0 million, was awarded to us by Bridgex.
For further details, please refer to the paragraphs headed “Business – Our Projects – Ongoing projects
as at the Latest Practicable Date” in this prospectus. During the Track Record Period, revenue generated
from Bridgex accounted for approximately 6.3%, 10.4% and 1.1% of our total revenue, whereas the
total costs of services incurred to Bridgex accounted for approximately 2.3%, 2.9% and 2.1% of our
total costs of services, respectively.
Arm’s length transactions
Prior to the Track Record Period, Bridgex as a main contractor engaged our Group as a
subcontractor in two notable transportation infrastructure engineering projects in August 2016, both
completed in 2021, one with a total contract sum of approximately RM260.7 million and the other with
a total contract sum of approximately RM276.8 million. These two contracts were awarded to our Group
following Bridgex’s internal subcontractor selection process and were priced in accordance with the
prevailing market price. During the Track Record Period, our Group also recognised revenue from these
two projects, which were related to post-completion adjustments and certification of work done
finalised due to variation orders in FY2023 and FY2024.
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In bidding for government projects where Bridgex acted as either a main contractor or a
subcontractor, BBSB Holdings was subject to Bridgex’s stringent subcontractor selection process on the
same basis as other market participants. Neither Datuk Tan nor his associates had participated in
Bridgex’s decision-making or evaluation process if BBSB Holdings was one of the bidders for the
subcontracted works.
Separately, BBSB Holdings also subcontracted minor works such as site clearance and traffic
management and control to Bridgex in Project JB25, Project JB28 and Project JB29 during the Track
Record Period. For further details about these projects, please refer to the paragraphs headed “Business
– Our projects – Project-based collaboration arrangement with Bridgex” and “Business − Our projects −
Ongoing projects as at the Latest Practicable Date” in this prospectus.
Our Directors confirm that all transactions and the potential bridge engineering project in East
Malaysia between our Group and Bridgex during the Track Record Period and up to the Latest
Practicable Date were/will be conducted in the ordinary and usual course of business, on normal
commercial terms that were/will be fair and reasonable, and in line with industry practice, and in the
interest of our Company and our Shareholders as a whole. Please refer to the sub-section headed
“Business − Overlapping customer and subcontractor” in this prospectus for a comparative analysis of
the key terms of our transactions with Bridgex and those with Independent Third Parties. The Sole
Sponsor is of the view that all transactions between our Group and Bridgex during the Track Record
Period were conducted in the respective ordinary and usual course of business of each of our Group and
Bridgex, on normal commercial terms, and are fair and reasonable so far as our Group is concerned.
Immediately before disposals of all the shareholding interest in Bridgex by Datuk Tan and Mr.
Andy Tan in June 2024 as mentioned above in this section, Bridgex was considered as a connected
person of our Company under Chapter 20 of the GEM Listing Rules. Following their disposals of their
entire shareholding interest in Bridgex and up to the Latest Practicable Date, Bridgex has become an
Independent Third Party.
Financial independence
Throughout the Track Record Period, BBSB Holdings and Bridgex maintained separate financial
management and accounting systems, and made financial decisions independently based on their
respective business needs. The two companies operated independently from a financial perspective.
While Datuk Tan had personally extended a loan to Bridgex at an interest of 6% per annum, with the
principal plus accrued interest amounting to approximately RM14.0 million as at the Latest Practicable
Date, such support was provided in his personal capacity and did not affect the financial independence
of the two companies. During the Track Record Period, Datuk Tan had provided personal guarantees to
two banks for Bridgex, which have been released as at the Latest Practicable Date. As at the Latest
Practicable Date, there was no arrangement involving the provision of any guarantee, security, or other
form of financial assistance between our Group and Bridgex.
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Separate office, administration and workforce
Throughout the Track Record Period, BBSB Holdings and Bridgex maintained separate offices,
administrative teams, and operational workforce. There was no sharing of office, personnel, internal
system or other operative or administrative resources between Bridgex and BBSB Holdings during the
Track Record Period. Datuk Tan’s controlled company is the landlord of Bridgex’s office.
As at the Latest Practicable Date, our Group had a total of 151 full-time employees, whereas
Bridgex had more than 18 full-time employees. The larger operational workforce of our Group also
reflects the different business focus and project roles between us and Bridgex, as mentioned above. In
particular, Bridgex primarily acts as a main contractor, which generally requires fewer in-house
personnel, while our Group, in undertaking subcontracting works, requires a larger operational
workforce.
Taking into account the above, our Directors consider there is a clear delineation between the
businesses of our Group and Bridgex. While Bridgex and our Group both operate in the transportation
infrastructure engineering market in Malaysia, their business scope and project roles are distinct. The
two companies maintain separate and independent management teams, operational structures,
administrative and financial systems, and personnel throughout the Track Record Period. Our Group and
Bridgex have operated, and will continue to operate, independently of each other. Hence, Bridgex was
not injected into our Group, as (i) the businesses of Bridgex and our Group are clearly delineated in all
material aspects; (ii) Bridgex’s business strategy and positioning are not aligned with those of our
Group and our Group’s long-term development directions; (iii) excluding Bridgex ensures a clearer,
more streamlined and transparent group structure for the Listing; and (iv) our Controlling Shareholders
and their respective associates (including Mr. Andy Tan) do not have control over the board of directors,
management and operation of Bridgex. In addition, as Bridgex is a private company in Malaysia, any
purported transfer of its shares from one shareholder to a third party requires board approval. Given that
the board of Bridgex has always been controlled by its Bumiputera shareholders, and that Datuk Tan and
Mr. Andy Tan had no control over that board, to the best knowledge of Datuk Tan, it is highly unlikely
that the board of directors of Bridgex would approve a share transfer resulting in a listed company in
Hong Kong becoming one of its shareholders in place of Malaysian individuals.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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--- page 238 ---
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors are satisfied that our Group can function, operate and carry on our business
independently from and does not place undue reliance on our Controlling Shareholders based on the
following reasons:
Management independence
Our Company has a Board and members of senior management that function independently from
our Controlling Shareholders and their respective associates. Our Board comprises three executive
Directors and three independent non-executive Directors. Our senior management consists of three
members. Notwithstanding that Datuk Tan, our Controlling Shareholder, is an executive Director, our
Directors believe that our Directors and members of our senior management are able to manage our
business independently from our Controlling Shareholders on the basis of the following reasons:
(a) with three independent non-executive Directors out of a total of six Directors on our Board,
which meets the minimum requirement under the GEM Listing Rules, there will be a
sufficiently robust and independent voice within our Board to counter-balance any situation
involving a conflict of interest and to protect the interests of our independent Shareholders;
(b) each Director is aware of his/her fiduciary duties as a Director which require, among other
things, that he/she acts for the benefit and in the best interest of our Company and our
Shareholders as a whole and does not allow any conflict between his/her duties as a Director
and his/her personal interests;
(c) in the event that there is a potential conflict of interest arising out of any transaction to be
entered into between our Group and our Directors or their respective close associates, the
interested Director(s) shall abstain from voting at the relevant Board meetings in respect of
such transactions, and shall not be counted in forming the quorum;
(d) all our senior management members are independent from our Controlling Shareholders.
They have served our Group for a sufficient length of time during which they have
demonstrated their capability of discharging their duties independently from our Controlling
Shareholders;
(e) our executive Directors, supported by our experienced full-time senior management team,
oversee the day-to-day operation of our Group and are responsible for the management of our
Group’s business;
(f) a number of corporate governance measures are in place to avoid any potential conflict of
interests between our Company and our Controlling Shareholders, and to safeguard the
interests of our independent Shareholders. Please refer to the sub-section headed “Corporate
governance measures” in this section below for further details.
Based on the above, our Directors are of the view that our Board is capable of managing our
Group’s business independently from our Controlling Shareholders after the Listing.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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Operational independence
Our Group has established our own organisational structure comprising of individual departments,
each with specific areas of responsibilities. Our Group has not shared our operational resources and
general administration resources with our Controlling Shareholders and/or their respective close
associates. Our Group has also established a set of internal controls to facilitate the effective operation
of our business.
During the Track Record Period, our Group conducted certain transactions with our Controlling
Shareholders which constituted one-off connected transactions under Chapter 20 of the GEM Listing
Rules. Datuk Tan and Datin Pan, through their controlled companies (as lessor), leased a total of four
properties to BBSB Holdings (as lessee) which were used as our offices and storage. In accordance with
IFRS 16, the leases are classified as acquisitions of right-of-use assets and therefore constituted one-off
connected transactions under the GEM Listing Rules. Such transactions are entered into in the ordinary
and usual course of business of our Group and our Directors confirm that the terms of such transactions
are determined at arm’s length negotiations and are no less favorable to our Group than terms offered by
Independent Third Parties. Since such leased properties are easily replaceable, our Directors believe
that such transactions between our Group and our Controlling Shareholders do not indicate any undue
reliance by our Group on our Controlling Shareholders and are beneficial to our Group and our
Shareholders as a whole.
In light of the above, our Directors are of the view that our Group is capable of operating its
business independently from our Controlling Shareholders after the Listing.
Financial independence
Our Group has its own financial management and accounting systems and functions and makes
financial decisions according to our own business needs. Our Group has the ability to operate
independently from our Controlling Shareholders from a financial perspective.
During the Track Record Period, our Controlling Shareholders had provided personal guarantees
for obtaining bank and hire purchase facilities used by our Group. As at the Latest Practicable Date, our
Group had obtained consent letters from some of the relevant banks and financial institutions to release
certain personal guarantees provided by our Controlling Shareholders by substituting them with our
corporate guarantee upon the Listing. However, we are still awaiting such consent to release from one
bank, and the outstanding amount of such facilities amounted to approximately RM0.7 million as at the
Latest Practicable Date. In the event that we are unable to obtain such consent prior to the Listing, we
will fully settle the relevant outstanding amount using our Group’s internal resources such that the
guarantees provided by our Controlling Shareholders will be released accordingly. Our Directors will
ensure that all guarantees provided by our Controlling Shareholders will be released upon the Listing.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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Save as disclosed above, our Directors confirmed that, as at the Latest Practicable Date, none of
our Controlling Shareholders or their respective close associates had provided any loan, guarantee or
pledge to our Group. Our Directors are also of the view that our Group is not financially dependent on
our Controlling Shareholders or their respective close associates in our Group’s business operations and
our Group is able to generate cash from our operations and to obtain external financing on market terms
and conditions for our business operations as and when required without reliance on our Controlling
Shareholders after the Listing.
Having considered the above factors, our Directors consider that our Group is able to maintain
financial independence from the Controlling Shareholders and their respective close associates after the
Listing.
CORPORATE GOVERNANCE MEASURES
Our Company will further adopt the following measures to manage the conflict of interests arising
from the possible competing business of our Controlling Shareholders and to safeguard the interests of
our independent Shareholders:
(a) we have appointed Lego Corporate Finance Limited as our compliance adviser, which will
provide advice and guidance to us with respect to compliance with the applicable laws and
the GEM Listing Rules, including but not limited to various requirements relating to
Directors’ duties and internal controls;
(b) where a Shareholders’ meeting is held for a proposed transaction in which the Controlling
Shareholders have a material interest, the Controlling Shareholders shall abstain from voting
on the resolutions and shall not be counted in the quorum for the voting;
(c) in the event that there is a potential conflict of interest arising out of any transaction to be
entered into between our Group and our Directors or their respective close associates, the
interested Director(s) shall abstain from voting at the relevant Board meetings in respect of
such transactions, and shall not be counted in forming the quorum;
(d) the management structure of our Group includes an audit committee, a remuneration
committee, and a nomination committee, the terms of reference of each of which will require
them to be alert to prospective conflict of interests and to formulate their proposals
accordingly;
(e) any transaction between (or proposed to be made between) our Group and the connected
persons will be subject to the requirements under Chapter 20 of the GEM Listing Rules,
including, where applicable, the announcement, reporting, annual review, circular (including
independent financial advice) and independent Shareholders’ approval requirements and
those conditions imposed by the Stock Exchange for the granting of waiver from strict
compliance with relevant requirements under the GEM Listing Rules; and
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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(f) pursuant to the Corporate Governance Code, our Directors, including our independent
non-executive Directors, will be able to seek independent professional advice from external
parties in appropriate circumstances at our costs.
RULE 11.04 OF THE GEM LISTING RULES
Each of our Controlling Shareholders and our Directors, including our independent non-executive
Directors have confirmed that as at the Latest Practicable Date, he/she/it does not have and none of
his/her/its respective close associates has any business or interest apart from our Group’s business
which competes or may compete with our Group’s business and would require disclosure under Rule
11.04 of the GEM Listing Rules.
RELA TIONSHIP WITH CONTROLLING SHAREHOLDERS
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DIRECTORS
Our Board consists of six Directors, comprising three executive Directors and three independent
non-executive Directors. Our Board is responsible for and has general powers for the management and
conduct of our business. Our senior management is responsible for the day-to-day management of our
business. The following table sets out certain information concerning our Directors:
Name Age Position
Date of
Appointment
as Director
Date of
joining our
Group Role and Responsibilities
Relationships
amongst Directors
and senior
management
Executive Directors
Datuk Tan 65 Executive Director,
chairman of our
Board and chief
executive officer
30 May 2025 22 October
2004
Responsible for overall business
strategic direction, planning and
execution of our Group and
serving as a member of the
Remuneration Committee and
the Nomination Committee
Father of Mr. Andy Tan
and Ms. Tan Xin Yi
Mr. Andy Tan 31 Executive Director 30 May 2025 1 June 2021 Responsible for overseeing and
improving the efficiency of our
Group’s day-to-day operations
and serving as a member of the
Nomination Committee
Son of Datuk Tan and
brother of Ms. Tan
Xin Yi
Ms. Tan Xin Yi 29 Executive Director 30 May 2025 13 December
2021
Responsible for overseeing all
aspects of human resources
within our Group, including
recruitment, administration,
training, compensation, benefits
and employee relations and
serving as a member of the
Remuneration Committee
Daughter of Datuk Tan
and sister of Mr.
Andy Tan
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Name Age Position
Date of
Appointment
as Director
Date of
joining our
Group Role and Responsibilities
Relationships
amongst Directors
and senior
management
Independent non-executive Directors
Mr. Lee Tuan Meng 65 Independent
non-executive
Director
16 December
2025
16 December
2025
Responsible for providing
independent advice to our
Board, advising on corporate
accounting and financial matters
and serving as the chairman of
the Audit Committee and a
member of the Remuneration
Committee and the Nomination
Committee
None
Mr. Ooi Kim Chai 68 Independent
non-executive
Director
16 December
2025
16 December
2025
Responsible for providing
independent advice to our
Board, advising on corporate
governance and financial
matters and serving as the
chairman of the Nomination
Committee and the
Remuneration Committee and a
member of the Audit Committee
None
Ms. Norkamaliah
Binti Hashim
53 Independent
non-executive
Director
16 December
2025
16 December
2025
Responsible for providing
independent advice to our
Board, advising on strategic fit,
financial viability and
associated risks to support
informed decision-making and
serving as a member of the
Audit Committee, Nomination
Committee and Remuneration
Committee
None
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Executive Directors
Datuk Tan , aged 65, was appointed as our Director on 30 May 2025 and was redesignated as our
executive Director, chairman of the Board and chief executive officer on 17 June 2025. Datuk Tan is
primarily responsible for overall business strategic direction, planning and execution of our Group. He
is also a member of the Remuneration Committee and the Nomination Committee.
Datuk Tan has more than 36 years of experience in the transportation infrastructure engineering
industry. Before acquiring the majority interest in our Group, Datuk Tan had worked in various
positions in the transportation infrastructure engineering sector. From May 1989 to April 1994, he
joined T. Y . Lin International working in the Taipei Medium Capacity Transit System (MCTs) Fixed
Facilities Detailed Design Project Team, primarily responsible for the design work of the viaduct
structure and vehicle depot structures. From June 1994 to May 1995, he worked as a permanent works
engineer in the Joint V enture B+B/EASTERN primarily responsible for overseeing the production of
concrete pour drawings and resteel drawings, etc. From May 1995 to June 1997, Datuk Tan served as the
manager in Pati Sdn. Bhd., a company principally engaged in civil engineering works and buildings
construction. Datuk Tan was also a director of Bridgex for various periods from July 1997 until June
2024, where he was mainly responsible for providing technical advice to Bridgex in relation to site
works. In 2004, Datuk Tan acquired the majority shareholding interest in BBSB Holdings, our operating
subsidiary in Malaysia and he is currently a director of BBSB Holdings.
Datuk Tan obtained a degree of Bachelor of Science in Civil Engineering from National Cheng
Kung University, Taiwan in June 1983 and a degree of Master of Engineering from Asian Institute of
Technology in April 1986. He has also been elected as a member of The Institution of Engineers,
Malaysia in July 1994. He was elected as a member of The Institution of Engineers, Australia and a
member of the College of Civil Engineers, Australia in August 1995. He was registered as a professional
engineer of the Board of Engineers Malaysia in March 1996 and is a professional engineer with
practising certificate in the branch of civil engineering of the Board of Engineers Malaysia since March
2016. Datuk Tan has been awarded the status of Associate ASEAN Engineer by ASEAN Engineering
Register in December 2012. In August 2022, he was elected as a chartered professional engineer of The
Institution of Engineers Australia. He has also been conferred Darjah Pangkuan Seri Melaka (D.P .S.M)
which carries the title “Datuk” since October 2022.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Datuk Tan was a director of the following entities which were incorporated or registered in
Malaysia before their dissolution:
Name of entity
Nature of
business
Date of
dissolution
Means of
dissolution
Reasons for
dissolution
Bridgex BBSB
Holdings JV
Sdn. Bhd.
Construction of
other
engineering
projects
29 November
2017
Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
Bridgex Precast
Sdn. Bhd.
Dormant 25 January 2019 Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
Note: Pursuant to section 308 of the Companies Act 1965 or section 551 of the Companies Act 2016, where the Registrar
has reasonable cause to believe that a company is not carrying on business, or in operation, the Registrar may strike
the name off the register after the expiration of a specified period.
Datuk Tan confirmed that there was no wrongful act on his part leading to the dissolution of the
entities above, which were solvent immediately prior to the dissolution and he is not aware of any actual
or potential claim that has been or will be made against him as a result of the dissolution of these
entities.
Datuk Tan is the father of Mr. Andy Tan and Ms. Tan Xin Yi, our executive Directors.
Mr . Andy Tan , aged 31, was appointed as our Director on 30 May 2025 and was redesignated as
our executive Director on 17 June 2025. Mr. Andy Tan is primarily responsible for overseeing and
improving the efficiency of our Group's day-to-day operations. He is also a member of the Nomination
Committee.
Mr. Andy Tan has more than seven years of experience in the transportation infrastructure
engineering industry. From December 2017 to February 2018, he worked as a junior engineer at BBSB
Holdings. From March 2019 to April 2021, he worked as an engineer at T.Y . Lin International Sdn.
Bhd., a company principally engaged in the provision of civil and structural engineering consultancy
services. He re-joined our Group as an engineer in June 2021 and has been promoted as a senior
engineer in May 2024 and an operation manager in January 2025. He was also a director of Bridgex
from February 2024 to June 2024, where he was mainly responsible for providing technical advice to
Bridgex.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Mr. Andy Tan obtained a degree of Bachelor of Environments and a degree of Master of
Engineering in the University of Melbourne, Australia in December 2016 and December 2018,
respectively. Mr. Andy Tan was admitted as a graduate of The Institution of Engineers, Malaysia in
January 2024 and was registered as a graduate engineer of the Board of Engineers Malaysia in the
branch of civil engineering since July 2019.
Mr. Andy Tan is the son of Datuk Tan and the brother of Ms. Tan Xin Yi, our executive Directors.
Ms. Tan Xin Yi , aged 29, was appointed as our Director on 30 May 2025 and was redesignated as
our executive Director on 17 June 2025. Ms. Tan is primarily responsible for overseeing all aspects of
human resources within our Group, including recruitment, administration, training, compensation,
benefits and employee relations. She is also a member of the Remuneration Committee.
Ms. Tan has more than four years of experience in the field of human resources management. She
joined our Group in December 2021 as a human resources executive, where she was primarily
responsible for recruitment, employee record management, benefits administration and compliance with
company policies and Malaysia labour laws. She has been promoted as a human resources manager of
our Group since January 2025, mainly responsible for recruitment, onboarding, employee relations,
training and development.
Ms. Tan obtained an advance diploma of Hospitality from William Angliss Institute, Australia in
July 2016 and a degree of Bachelor of Business Administration in International Hotel Management with
Hospitality Entrepreneurs from Les Roches Global Hospitality Education, Switzerland in January 2020.
Ms. Tan is the daughter of Datuk Tan and the sister of Mr. Andy Tan, our executive Directors.
Independent non-executive Directors
Mr . Lee Tuan Meng , aged 65, was appointed as our independent non-executive Director on 16
December 2025. He is the chairman of the Audit Committee and a member of the Nomination
Committee and the Remuneration Committee. He is primarily responsible for providing independent
advice to the Board, advising on corporate accounting and financial matters.
Mr. Lee has more than 23 years of experience in accounting, taxation, treasury, auditing,
operational strategy and project management. From October 2002 to September 2017, he worked as a
general manager at UMW Toyota Motor Sdn. Bhd., a motor vehicle manufacturer, where he was
primarily responsible for developing corporate strategies. From September 2017 to February 2021, he
was employed by IOI Global Services Sdn. Bhd. as the group chief financial officer of IOI Corporation
Berhad (stock code: 1961), a company listed on the Main Market of Bursa Malaysia Securities Berhad,
where he was mainly responsible for accounting, finance and risk management. In January 2022, he
re-joined UMW Toyota Motor Sdn. Bhd. and has been serving as a general manager for its corporate
planning division. He has also been appointed as an independent non-executive director of Focus Point
Holdings Berhad (stock code: 0157), a company listed on the Main Market of Bursa Malaysia Securities
Berhad, since January 2022.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Mr. Lee has been a registered accountant of the Malaysian Institute of Accountants since July
1992. He has been a Certified Public Accountant of The Malaysian Institute of Certified Public
Accountants (formerly known as the Malaysian Association of Certified Public Accountants) since
September 1990.
Mr . Ooi Kim Chai , aged 68, was appointed as our independent non-executive Director on 16
December 2025. He is the chairman of the Nomination Committee and the Remuneration Committee
and a member of the Audit Committee. He is primarily responsible for providing independent advice to
the Board, advising on corporate governance and financial matters.
Mr. Ooi has more than 30 years of experience in insurance and financial services. From October
1995 to March 1998, he worked as a general manager at the Guangzhou branch of American
International Assurance Company Limited, a leading insurance company, where he was primarily
responsible for overseeing the daily operation and development of the insurance business of the
Guangzhou Branch, a company principally engaged in underwriting of life insurance business. From
May 1998 to December 2000, he worked as a chief operating officer at Hong Leong Assurance Berhad, a
company principally engaged in underwriting of life insurance business. From January 2002 to May
2005, he worked as a general manager at Generali China Life Insurance Co. Ltd., a company principally
engaged in the provision of life, health and other insurance products. From June 2005 to August 2007,
he worked as a chief operating officer for South East Asia at Generali Asia. From September 2007 to
March 2010, he worked as a managing director at Future Generali India, a private general insurance
company. From April 2010 to February 2012, he worked as a chief innovation officer at Generali Asia,
where he was primarily responsible for promoting and sharing of innovation methodology, mindset and
projects within the organisation in Asia and Europe, and the managing director at Future Generali India,
where he was primarily responsible for leading the establishment of the company and managing its
business operations. From March 2012 to February 2017, he served as a director at Generali Financial
Asia Limited, a company principally engaged in the distribution of financial products. Since November
2018, he has worked as general manager of Guangzhou Hongtai Century New Energy Co., Ltd.* ( ᄿψ
ʮ̡ ), a company principally engaged in new energy research and experimental
development. He founded Guangzhou Hongtai Century Management Consulting Co., Ltd.* ( ᄿψᒿइ˰
ʮ̡ ), a company principally engaged in the provision of management consultation
services to businesses, and has worked as a general manager since December 2021.
Mr. Ooi graduated from National Cheng Kung University, Taiwan in June 1983 with a degree of
Bachelor of Science in Civil Engineering. In July 1986, he obtained a diploma in Business Studies from
The Institute of Commercial Management, a professional body for commercial and business
development staff in the United Kingdom. He obtained a doctoral degree in Political Economics from
Wuhan University, PRC in December 2003 and a post-doctoral degree in Applied Economics from
Chinese Academy of Social Sciences, PRC in November 2009.
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Mr. Ooi was a director of the following company which was incorporated or registered in Malaysia
before its dissolution:
Name of company Nature of business
Date of
dissolution
Means of
dissolution Reasons for dissolution
Prima Gold
Enterprise Sdn.
Bhd.
Property
development
17 May 2023 Dissolved by
Registrar (Note)
Such company was no longer
carrying on business or in
operation prior to its
application of dissolution
Note: Pursuant to section 551 of the Companies Act 2016, where the Registrar has reasonable cause to believe that a
company is not carrying on business, or in operation, the Registrar may strike the name off the Registrar after the
expiration of a specified period.
Mr. Ooi confirmed that there was no wrongful act on his part leading to the dissolution of the
above company which was solvent immediately prior to the dissolution and he is not aware of any actual
or potential claim that has been or will be made against him as a result of the dissolution of the
company.
Ms. Norkamaliah Binti Hashim , aged 53, was appointed as our independent non-executive
Director on 16 December 2025. She is a member of each of the Audit Committee, the Remuneration
Committee and the Nomination Committee. She is primarily responsible for providing independent
advice to our Board, advising on strategic fit, financial viability, and associated risks to support
informed decision-making.
Ms. Hashim has more than nine years of experience in property valuation and corporate
governance. Since June 2016, she has worked as a senior valuation executive at Transasia Property
Consultancy Sdn. Bhd. a consultancy firm providing related services in property valuation, real estate
agency and property management. She has also been a director of Jetour Automobile Malaysia Sdn.
Bhd., a company engaged in sale of motor vehicles, since April 2024. She had been an independent
non-executive director of Pasukhas Group Berhad (stock code: 0177), a company listed on ACE Market
of Bursa Malaysia Securities Berhad, from July 2017 to September 2020.
Ms. Hashim obtained a diploma in Estate Management from Institute Teknologi Mara Malaysia in
March 1997 and a degree of Bachelor of Estate Management from Universiti Teknologi Mara, Malaysia
in November 2007.
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Ms. Hashim was a director of the following companies which were incorporated or registered in
Malaysia before their dissolution:
Name of company Nature of business
Date of
dissolution
Means of
dissolution
Reasons for
dissolution
Amieprint Design
Sdn. Bhd.
(i) Providing tailoring services
and designing of clothes,
fashion apparel and
accessories, (ii) buying and
selling fashion designer
clothes, apparel and accessories
and (iii) investment company
16 June 2017 Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
Dualsail (M) Sdn.
Bhd.
General merchants and general
contractors
8 May 2008 Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
Garisan Atur (M) Sdn.
Bhd.
Trading 8 May 2008 Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
Kasakraf Sdn. Bhd. Dormant 13 March 2008 Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
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Name of company Nature of business
Date of
dissolution
Means of
dissolution
Reasons for
dissolution
Konsep Nusantara
Sdn. Bhd.
Construction, road works and
electrical
15 February 2019 Dissolved by
Registrar
(Note)
Such company
was no longer
carrying on
business or in
operation prior
to its
application of
dissolution
Note: Pursuant to section 308 of the Companies Act 1965 or section 551 of the Companies Act 2016, where the Registrar
has reasonable cause to believe that a company is not carrying on business, or in operation, the Registrar may strike
the name off the registrar after the expiration of a specified period.
Ms. Hashim confirmed that there was no wrongful act on her part leading to the dissolution of the
companies above, which were solvent immediately prior to the dissolution and she is not aware of any
actual or potential claim that has been or will be made against her as a result of the dissolution of these
companies.
Disclosure of Relationships as Required under Rule 17.50(2) of the GEM Listing Rules
Save as disclosed above, each of our Directors (i) did not hold other positions in our Company or
other members of our Group as at the Latest Practicable Date; (ii) had no other relationship with any
Directors, senior management or Substantial Shareholders of our Company as at the Latest Practicable
Date; (iii) did not hold any other directorships in public companies of which the securities are listed on
any securities market in Hong Kong and/or overseas in the three years immediately prior to the Latest
Practicable Date; and (iv) did not have any interests in any business apart from business of our Group
which competes or is likely to compete, either directly or indirectly, with business of our Group. As at
the Latest Practicable Date, save as disclosed in the section headed “Substantial Shareholders” and the
sub-section headed “Statutory and General Information − C. Further information about Directors,
management and staff” in Appendix V to this prospectus, each of our Directors did not have any interest
in our Shares within the meaning of Part XV of the SFO.
Please refer to Appendix V to this prospectus for further information about our Directors,
including details of the interests of our Directors in the Shares and underlying shares of our Company
(within the meaning of Part XV of the SFO) and particular of their service contracts/letters of
appointment and remunerations. Except as disclosed in this prospectus, each of our Directors has
confirmed that there is no other matter relating to his/her appointment as a Director that needs to be
brought to the attention of our Shareholders and there is no information which is required to be
disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.
Each of our Directors has confirmed that he/she has obtained legal advice from a firm of solicitors
qualified to advise on Hong Kong law on 18 June 2025, as regards the requirements under the GEM
Listing Rules that are applicable to him/her as a Director and the possible consequences of making a
false declaration or giving false information to the Stock Exchange. Each of our Directors has
confirmed he/she understood his/her obligations as a director of a listed issuer.
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SENIOR MANAGEMENT
The following table sets out certain information concerning our senior management:
Name Age Position
Date of
joining our
Group
Role and
Responsibilities
Relationships
amongst Directors
and senior
management
Mr. Liew
Chen Keong
53 Head of Contract 1 June 2010 Overseeing and leading
the operation of
contract department
of our Group
None
Mr. Goh
Chong Y ong
44 Project Director 1 July 2007 Overseeing projects
from planning to
delivery
None
Mr. Lee Soon
Pok
46 Project Director 1 July 2007 Overseeing and leading
the operation of
project department
and managing
projects
None
Ms. Tan Li
Shin
37 Head of finance
department and
accountant
7 December
2020
Overseeing and leading
the accounting and
financial reporting
functions of our
Group
None
Mr . Liew Chen Keong , aged 53, is the head of contract department of our Group and is primarily
responsible for overseeing and leading the operation of contract department of our Group.
Mr. Liew has more than 23 years of experience in the construction industry. From August 2002 to
December 2004, he worked as a senior contracts administrator at HSS Engineering Sdn. Bhd., a
company principally engaged in the provision of engineering and project management services, where
he was primarily responsible for contract administration and quality control. From January 2007 to May
2010, he worked as an assistant contracts manager at Realis Sdn. Bhd., a company principally engaged
in road and building construction, where he was primarily responsible for contract administration and
quality control. He joined our Group in June 2010 as a contract manager and has been promoted as the
head of contract since January 2021.
Mr. Liew obtained a diploma of Quantity Surveying from Institut Teknologi Pertama, Malaysia in
December 1994 and a master degree of Business Administration (via distance learning) from The
University of Derby, United Kingdom in December 2013.
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Mr . Goh Chong Y ong , aged 44, is the project director of our Group and is primarily responsible
for overseeing projects from planning to delivery.
Mr. Goh has more than 19 years of experience in the construction industry. From March 2006 to
June 2007, he worked as a project engineer at Bridgex Sdn. Bhd., where he was primarily responsible
for liaising with consultants and customer representatives for daily site activities. He joined our Group
in July 2007 as a project engineer and successively worked as a senior project engineer from March
2011 to August 2015, an assistant project manager from August 2015 to December 2016, a project
manager from January 2017 to December 2020 and a project director since January 2021.
Mr. Goh obtained a diploma and an advanced diploma in Technology (Building) from Kolej Tunku
Abdul Rahman, Malaysia in May 2002 and March 2004, respectively. He obtained a degree of Bachelor
of Science in Building Construction Management from Sheffield Hallam University, United Kingdom in
September 2004.
Mr . Lee Soon Pok , aged 46, is the project director of our Group and is primarily responsible for
overseeing and leading the operation of project department and managing projects.
Mr. Lee has more than 20 years of experience in the construction industry. From July 2005 to June
2007, he worked as an engineer at Bridgex Sdn. Bhd., where he was mainly responsible for coordinating
with consultants and subcontractors to resolve technical matters. He joined our Group in July 2007 as a
project engineer and successively worked as a senior engineer from July 2011 to March 2013, an
assistant construction manager from April 2013 to December 2015, an assistant project manager from
January 2016 to August 2017, a project manager from August 2017 to December 2020 and a project
director since January 2021.
Mr. Lee obtained a degree of Bachelor of Science in Engineering from National Taiwan University,
Taiwan in June 2003.
Ms. Tan Li Shin , aged 37, is the head of finance department and accountant of our Group. She is
primarily responsible for overseeing and leading our Group’s accounting and financial reporting
functions.
Ms. Tan has more than 13 years of experience in the accounting field. From August 2012 to August
2014, she worked as a senior audit assistant at Kreston John & Gan, where she was mainly responsible
for performing audit engagements, tax compliance matters and other advisory works related to internal
control on accounting system. From October 2014 to March 2016, she served as an accounts executive
at Prominent Xtreme Sdn Bhd and was mainly responsible for financial reporting, tax and compliance
matters. From April 2016 to November 2020, she joined Sin Heap Lee Development Sdn Bhd as a
finance executive, mainly responsible for financial reporting, annual projection and financial analysis,
tax and compliance matters. After that, Ms. Tan joined our Group in December 2020 as an accountant
and now heads our finance department.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Ms. Tan obtained a Bachelor of Accountancy (Honours) degree from Universiti Putra Malaysia in
2012. She is a Chartered Accountant (Malaysia) and a member of the Malaysian Institute of
Accountants.
Save as disclosed above, as at the Latest Practicable Date, none of our senior management had any
directorships in any listed company over the past three years and none of our senior management had
any relationship with any Director, senior management, substantial Shareholders or Controlling
Shareholders.
COMPANY SECRETARY
Ms. Lee Mei Yi (ᄃ ) was appointed as our company secretary on 17 June 2025. Ms. Lee is an
executive director of company secretarial services of Tricor Services Limited, a global professional
services provider specialising in integrated business, and corporate and investor services. Ms. Lee has
over 28 years of experience in the corporate secretarial and governance service field. She has been
providing professional corporate secretarial and compliance services to companies listed on the Stock
Exchange as well as multinational, private and offshore companies. Currently, she serves as the
company secretary or joint company secretary for several companies listed on the Stock Exchange.
Ms. Lee obtained a bachelor’s degree with honors in accountancy from City University of Hong
Kong (̹ɽኪ ) in Hong Kong in November 1992. She is a Chartered Secretary and a Chartered
Governance Professional, and obtained fellowship in October 2012 of both The Hong Kong Chartered
Governance Institute and The Chartered Governance Institute in the United Kingdom.
COMPLIANCE ADVISER
Our Company has appointed Lego Corporate Finance Limited as our compliance adviser pursuant
to Rule 6A.19 of the GEM Listing Rules and the compliance adviser will advise us in the following
circumstances:
(i) before the publication of any regulatory announcement, circular or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction under the GEM
Listing Rules, is contemplated, including share issues, sales or transfer of treasury shares
and share repurchases;
(iii) where we propose to use the proceeds of the Share Offer in a manner different from that
detailed in this prospectus or where our business activities, developments or results deviate
from any forecast, estimate (if any) or other information in this prospectus; and
(iv) where the Stock Exchange makes an inquiry to us regarding unusual movements in the price
or trading volume of our listed securities or other matters in accordance with Rule 17.11 of
the GEM Listing Rules.
The term of the appointment shall commence on the Listing Date and end on the date which we
distribute our annual report of our financial results for the first full financial year commencing after the
Listing Date.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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BOARD COMMITTEES
Audit Committee
We have established an Audit Committee on 16 December 2025 with written terms of reference in
compliance with Rule 5.28 of the GEM Listing Rules and code provision D.3.3 of the Corporate
Governance Code. The primary duties of the Audit Committee are, among other things, to review and
supervise the financial reporting process and internal control system of our Group. The Audit
Committee comprises three members, namely Mr. Lee Tuan Meng, Mr. Ooi Kim Chai and Ms.
Norkamaliah Binti Hashim, all being our independent non-executive Directors. The Audit Committee is
chaired by Mr. Lee Tuan Meng.
Remuneration Committee
We have established a Remuneration Committee on 16 December 2025 with written terms of
reference in compliance with Rule 5.34 of the GEM Listing Rules and code provision E.1.2 of the
Corporate Governance Code. The primary duties of the Remuneration Committee are, amongst other
things, to make recommendations to our Board on the terms of remuneration packages, bonuses and
other compensation payable to our Directors and senior management and on our Group’s policy and
structure for all remuneration of our Directors and senior management. The Remuneration Committee
comprises five members, namely Mr. Ooi Kim Chai, Ms. Norkamaliah Binti Hashim, Mr. Lee Tuan
Meng, Datuk Tan and Ms. Tan Xin Yi. The Remuneration Committee is chaired by Mr. Ooi Kim Chai.
Nomination Committee
We have established a Nomination Committee on 16 December 2025 with written terms of
reference in compliance with Rule 5.36A of the GEM Listing Rules and code provision B.3.1 of the
Corporate Governance Code. The Nomination Committee is mainly responsible for making
recommendations to our Board on appointment of Directors and succession planning for our Directors.
The Nomination Committee comprises five members, namely Mr. Ooi Kim Chai, Mr. Lee Tuan Meng,
Ms. Norkamaliah Binti Hashim, Datuk Tan and Mr. Andy Tan. The Nomination Committee is chaired by
Mr. Ooi Kim Chai.
CORPORATE GOVERNANCE
Our Directors recognise the importance of incorporating elements of good corporate governance in
the management structures and internal control procedures of our Group for achieving effective
accountability. Our Company has adopted the code provisions stated in the Corporate Governance Code
as set forth in Appendix C1 to the GEM Listing Rules.
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Code provision C.2.1 of the Corporate Governance Code stipulates that the roles of chairman and
chief executive should be separate and should not be performed by the same individual. Datuk Tan is the
chairman of our Board and the chief executive officer of our Company. Considering that Datuk Tan has
been operating and managing our Group since 2004, our Board believes that it is in the best interests of
our Group to have Datuk Tan holding both roles for effective management and business development.
Therefore, our Directors consider that the deviation from code provision C.2.1 of the Corporate
Governance Code is appropriate in such circumstance.
Our Company is committed to the view that our Board should include a balanced composition of
executive and independent non-executive Directors so that there is a strong independent element on our
Board, which can effectively exercise independent judgment.
Our Directors are aware of that upon Listing, we are expected to comply with such code provision.
Any such deviation shall however be carefully considered, and the reasons for such deviation shall be
given in the interim report and the annual report in respect of the relevant period. We are committed to
achieving high standards of corporate governance with a view to safeguarding the interests of our
Shareholders as a whole and will comply with the code provisions set out in the Corporate Governance
Code after the Listing.
BOARD DIVERSITY POLICY
We have adopted the Board Diversity Policy which sets out the approach to achieve and maintain
an appropriate balance of diversity perspectives of our Board that are relevant to our business growth.
Pursuant to the Board Diversity Policy, selection of Board candidates will be based on a range of
diversity perspectives, including but not limited to gender, age, cultural and educational background,
professional qualifications, skills, knowledge, industry experience, ethnicity and length of service. The
ultimate decision will be based on merit and contribution that the selected candidates will bring to our
Board.
Our Board comprises six members, including three executive Directors and three independent
non-executive Directors. Our Directors have a balanced mix of experiences, including insurance and
financial services, accounting and property valuation. Furthermore, the ages of our Directors range from
29 years old to 67 years old. We will take steps to promote gender diversity at all levels of our
Company, including but without limitation at the Board and senior management levels. While we
recognise that gender diversity at the Board level can be improved given its current composition of a
majority of male Directors, we will continue to apply the principle of appointments based on merits
with reference to our Board Diversity Policy as a whole.
Upon Listing, two out of six of our Directors are female. Under the objectives of the Board
Diversity Policy, we will give preference to female candidates on the succession planning of Directors.
As female representation in senior roles throughout the industry and the pool of qualified females keeps
growing, we expect to have more female members who would be qualified to sit on our Board in the
future.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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We are also committed to adopting a similar approach to promote diversity of the management
(including but not limited to the senior management) of our Company to enhance the effectiveness of
our corporate governance.
Our Nomination Committee is responsible for ensuring the diversity of our Board. After the
Listing, our Nomination Committee will review the Board Diversity Policy from time to time to ensure
its continued effectiveness and we will disclose the implementation of the Board Diversity Policy in our
corporate governance report on an annual basis.
REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
The aggregate amounts of remuneration (including fees, salaries, allowances and benefits in kind,
discretionary bonus and contributions to defined contribution plan) which were paid to our Directors for
each of FY2023, FY2024 and 6M2025 were approximately RM758,000, RM991,000 and RM668,000,
respectively.
Further details of the remuneration of our Directors are set out in the sub-section headed
“Statutory and General Information – C. Further information about Directors, management and staff” in
Appendix V to this prospectus.
The five individuals whose emoluments were the highest in our Group include one, one and one
Director for FY2023, FY2024 and 6M2025, respectively. The aggregate remuneration including
salaries, allowances and benefits in kind, discretionary bonus, contributions to defined contribution plan
and other employee benefits paid to our Group’s five highest paid individuals (excluding our Directors)
for FY2023, FY2024 and 6M2025 were as follows:
FY2023 FY2024 6M2025
RM’000 RM’000 RM’000
Salaries, allowances and benefits in kind 1,009 1,115 605
Discretionary bonus 79 84 86
Contributions to defined contribution
plan 92 95 52
Other employee benefits 55 112 135
1,235 1,406 878
During the Track Record Period, no emolument was paid by our Group to any of the Directors or
the five highest paid individuals (including Directors and employees) as an inducement to join or upon
joining our Group or as compensation for loss of office. None of our Directors has waived any
emoluments during the Track Record Period.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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Except as disclosed above, no other payments of remuneration have been made, or are payable, in
respect of the Track Record Period, by our Group to or on behalf of any of the Directors. For additional
information on Directors’ remuneration during the Track Record Period as well as information on the
highest paid individuals, please refer to Note 11 in the Accountants’ Report set out in Appendix I to this
prospectus.
An aggregate sum of approximately HK$2.2 million is expected to be paid to our Directors
(including the independent non-executive Directors) as Directors’ fees and other emoluments by our
Group for the year ending 31 December 2025 under the arrangements in force at the date of this
prospectus excluding discretionary bonus.
REMUNERATION POLICY
The Director’s fee for each of our Directors is subject to the Board’s review from time to time in
its discretion after taking into account the recommendation of our Remuneration Committee. The
remuneration package of each of our Directors is determined by reference to market terms, experiences,
duties and responsibilities of that Director within our Group. Our Directors are entitled to statutory
benefits as required by law from time to time such as pension.
Prior to the Listing, the remuneration policy of our Group to reward its employees and executives
is based on their performance, qualifications, competence displayed and market comparable.
Remuneration package typically comprises salary, contribution to pension schemes and discretionary
bonuses relating to the profit of the relevant company. Upon and after the Listing, the remuneration
package of our Directors and the senior management will, in addition to the above factors, be linked to
the return to the Shareholders. The Remuneration Committee will review annually the remuneration of
all our Directors to ensure that it is attractive enough to attract and retain a competent team of executive
members.
STAFF RELATIONS
Our Group recognises the importance of a good relationship with the employees. The
remuneration payable to the employees includes basic salaries, allowances, commission, pension and
bonus. The ability to recruit and retain experienced and skilled labour is crucial to the growth and
development of our Group. In addition to providing the staff the opportunities to receive regular
on-the-job trainings, our Group strives to create a harmonious and caring working environment for its
staff.
Our Group has not experienced any significant problems with its employees save as those arising
from ordinary course of business or disruption to the operations due to labour disputes, nor has our
Group experienced any difficulties in the recruitment and retention of staff.
Please refer to the sub-section headed “Business – Employees” below to this prospectus, for
further detail relating to the number of staff, staff benefits and training policy of our Group.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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CONFIRMATION FROM OUR DIRECTORS
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 5.02D of the GEM Listing Rules on 18 June 2025, and (ii) understands his or her obligations as a
director of a listed issuer under the GEM Listing Rules.
Each of the independent non-executive Directors has confirmed (i) his or her independence as
regards each of the factors referred to in Rules 5.09(1) to (8) of the GEM Listing Rules, (ii) he or she
has no past or present financial or other interest in the business of our Company or its subsidiaries or
any connection with any core connected person of our Company under the GEM Listing Rules as of the
Latest Practicable Date, and (iii) that there are no other factors that may affect his or her independence
at the time of his/her appointments.
DIRECTORS’ COMPETING INTERESTS
As of the Latest Practicable Date, none of our Directors and their respective close associates are
interested in any business which competes or is likely to compete, whether directly or indirectly, with
the business of our Group which would require disclosure under Rule 11.04 of the GEM Listing Rules.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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CORNERSTONE INVESTMENT
As part of the Placing, we have entered into cornerstone investment agreements (the “ Cornerstone
Investment Agreements ”) with two cornerstone investors separately, namely Mr. Choy Joo Seong
(“Mr . Choy ”), and Mr. Tan Nam Joo (“ Mr . Tan”) (each a “ Cornerstone Investor ” and together the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to
certain conditions, subscribe for such number of Shares (rounded down to the nearest board lot of 4,000
Shares) at the Offer Price, which may be purchased with an amount of HK$7.0 million each (exclusive
of any brokerage and levies and other costs and expenses relating to the subscription of the Placing
Shares) (the “ Cornerstone Placing ”).
Assuming an Offer Price of HK$0.60 per Offer Share (being the low-end of the indicative Offer
Price range), the total number of Placing Shares to be subscribed by the Cornerstone Investors would be
23,328,000 Shares, representing approximately (i) 18.66% of the Offer Shares (assuming the Offer Size
Adjustment Option is not exercised); (ii) 4.66% of our total issued share capital immediately upon
completion of the Share Offer (assuming the Offer Size Adjustment Option is not exercised); and (iii)
4.50% of our total issued share capital immediately upon completion of the Share Offer and the full
exercise of the Offer Size Adjustment Option.
Assuming an Offer Price of HK$0.65 per Offer Share (being the mid-point of the indicative Offer
Price range), the total number of Placing Shares to be subscribed by the Cornerstone Investors would be
21,528,000 Shares, representing approximately (i) 17.22% of the Offer Shares (assuming the Offer Size
Adjustment Option is not exercised); (ii) 4.30% of our total issued share capital immediately upon
completion of the Share Offer (assuming the Offer Size Adjustment Option is not exercised); and (iii)
4.14% of our total issued share capital immediately upon completion of the Share Offer and the full
exercise of the Offer Size Adjustment Option.
Assuming an Offer Price of HK$0.70 per Offer Share (being the high-end of the indicative Offer
Price range), the total number of Placing Shares to be subscribed by the Cornerstone Investors would be
20,000,000 Shares, representing approximately (i) 16.00% of the Offer Shares (assuming the Offer Size
Adjustment Option is not exercised); (ii) 4.00% of our total issued share capital immediately upon
completion of the Share Offer (assuming the Offer Size Adjustment Option is not exercised); and (iii)
3.86% of our total issued share capital immediately upon completion of the Share Offer and the full
exercise of the Offer Size Adjustment Option.
Our Directors believe that introducing the Cornerstone Investors to the Share Offer and securing
the subscription of a significant number of Offer Shares will set a solid platform for the launch of the
Share Offer by demonstrating the Cornerstone Investors’ confidence in the Share Offer.
CORNERSTONE INVESTORS
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The Offer Shares to be subscribed for by the Cornerstone Investors will rank pari passu in all
respects with the fully paid Shares then in issue and to be listed on the Stock Exchange and will be
counted towards the public float of our Company under the GEM Listing Rules. The Cornerstone
Investors are not existing shareholders of any member of our Group and are independent of each other.
The Cornerstone Investors will not subscribe for any Offer Shares under the Share Offer (other than
pursuant to the Cornerstone Investment Agreements). Immediately following the completion of the
Share Offer, the Cornerstone Investors will not have any Board representation in our Company, nor will
the Cornerstone Investors become substantial Shareholders. There will be no deferred settlement,
delivery or payment in respect of the Offer Shares to be subscribed for by the Cornerstone Investors
under the Cornerstone Placing.
To the best knowledge of our Company, other than disclosed in this section and save for business
dealings in the ordinary and normal course of business (if any) and the investment in our Company
through the Cornerstone Placing, each of the Cornerstone Investors is an Independent Third Party and is
not the connected persons (as defined in the GEM Listing Rules) of our Group, our substantial
Shareholders, Directors and members of our senior management, any connected persons of our
Company or any of their respective associates. In addition, we confirm that (i) there are no side
agreements or arrangements between our Company and each of the Cornerstone Investors for the
purpose of the Cornerstone Placing; (ii) each of the Cornerstone Investors is making independent
investment decisions and none of the Cornerstone Investors is accustomed to take instructions from our
Company, our subsidiaries, the Directors, the chief executive of our Company, the Controlling
Shareholders, the substantial Shareholders or the existing Shareholders or any of their close associates
in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; (iii) none of the
subscription of the Offer Shares by the Cornerstone Investors are financed by our Company, our
subsidiaries, the Directors, the chief executive of our Company, the Controlling Shareholders, the
substantial Shareholders or the existing Shareholders or any of their close associates; and (iv) other than
a guaranteed allocation of the relevant Offer Shares at the Offer Price, no preferential treatment has
been, nor will be, given to any Cornerstone Investor.
The total number of Offer Shares to be subscribed by the Cornerstone Investors may be affected by
re-allocation of the Offer Shares between the Public Offer and the Placing as described in the paragraph
headed “Structure and Conditions of the Share Offer - The Public Offer - Re-allocation” in this
prospectus. The number of Offer Shares to be subscribed by each of the Cornerstone Investors may be
reduced on a pro-rata basis in accordance with the terms of the Cornerstone Investment Agreements to
satisfy the shortfall, after taking into account the requirements under Rule 10.12 of the GEM Listing
Rules as well as the discretion of the Sole Overall Coordinator (for itself and on behalf of the Placing
Underwriters) to exercise the Offer Size Adjustment Option. Details of allocation to the Cornerstone
Investors will be disclosed in the allotment results announcement of our Company to be published on or
around Monday, 12 January 2026.
CORNERSTONE INVESTORS
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The details of the respective investments of the Cornerstone Investors in our Company and the
respective Shares to be subscribed for are set forth below:
Assuming the Offer Size
Adjustment Option is not exercised
Assuming the Offer Size
Adjustment Option is fully exercised
Cornerstone
Investor
Approximate
total
investment
amount (Note)
Number of
Offer Shares
to be
subscribed
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Placing
Shares
Approximate
shareholding
percentage
in our
Company
immediately
upon
completion of
the Share
Offer
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Placing
Shares
Approximate
shareholding
percentage
in our
Company
immediately
upon
completion of
the Share
Offer
(HK$ in
million)
Assuming an Offer Price of HK$0.60 per Offer Share (being the low-end of the indicative Offer Price range)
Mr. Choy 7.0 11,664,000 9.33% 10.37% 2.33% 8.11% 8.89% 2.25%
Mr. Tan 7.0 11,664,000 9.33% 10.37% 2.33% 8.11% 8.89% 2.25%
Total 14.0 23,328,000 18.66% 20.74% 4.66% 16.22% 17.78% 4.50%
Assuming an Offer Price of HK$0.65 per Offer Share (being the mid-point of the indicative Offer Price range)
Mr. Choy 7.0 10,764,000 8.61% 9.57% 2.15% 7.49% 8.20% 2.07%
Mr. Tan 7.0 10,764,000 8.61% 9.57% 2.15% 7.49% 8.20% 2.07%
Total 14.0 21,528,000 17.22% 19.14% 4.30% 14.98% 16.40% 4.14%
Assuming an Offer Price of HK$0.70 per Offer Share (being the high-end of the indicative Offer Price range)
Mr. Choy 7.0 10,000,000 8.00% 8.89% 2.00% 6.96% 7.62% 1.93%
Mr. Tan 7.0 10,000,000 8.00% 8.89% 2.00% 6.96% 7.62% 1.93%
Total 14.0 20,000,000 16.00% 17.78% 4.00% 13.92% 15.24% 3.86%
Note: Exclusive of brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy.
OUR CORNERSTONE INVESTORS
We have entered into a Cornerstone Investment Agreement with each of the Cornerstone Investors.
The information about the Cornerstone Investors set forth below was provided by the Cornerstone
Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
– 251 –


--- page 262 ---
Mr . Choy
Mr. Choy is a Malaysian businessman who principally engages in the business of manufacturing
and marketing of aluminium extrusion products. As confirmed by Mr. Choy, he has more than 10 years
of investment experience and his investment portfolio has mainly included investments in public
companies listed in Malaysia, including the companies engaged in the industries of consumer products
and entertainment.
Datuk Tan had been acquainted with Mr. Choy for approximately two years through the
introduction of a common friend. To the best of the knowledge, information and belief of our Directors
after making reasonable enquiries, save for the investment in our Company through the Cornerstone
Placing, there has not been any business relationship or transaction between (i) our Company, our
subsidiaries, the Directors, the chief executive, the Controlling Shareholders, the substantial
Shareholders or the existing Shareholders or any of their close associates and (ii) Mr. Choy or any of his
close associates. To the best of the knowledge, information and belief of our Directors after making
reasonable enquiries, the consideration for Mr. Choy’s Cornerstone Placing is expected to be funded
with his personal funds.
Mr . Tan
Mr. Tan is a Malaysian businessman who principally engages in the winery business. As confirmed
by Mr. Tan, he has extensive experience in winery business in South Africa, Chile and Bulgaria. He also
has experience in investments in tea business in Malaysia.
Datuk Tan had been acquainted with Mr. Tan for approximately three years at a fund raising event
in Malaysia. To the best of the knowledge, information and belief of our Directors after making
reasonable enquiries, save for the investment in our Company through the Cornerstone Placing, there
has not been any business relationship or transaction between (i) our Company, our subsidiaries, the
Directors, the chief executive, the Controlling Shareholders, the substantial Shareholders or the existing
Shareholders or any of their close associates and (ii) Mr. Tan or any of his close associates. To the best
of the knowledge, information and belief of our Directors after making reasonable enquiries, the
consideration for Mr. Tan’s Cornerstone Placing is expected to be funded with his business funds.
CONDITIONS PRECEDENT
The subscription obligation of each of the Cornerstone Investors is subject to, among other things,
the following conditions precedent:
(1) the Public Offer Underwriting Agreement and the Placing Underwriting Agreement being
entered into and having become unconditional (in accordance with their respective original
terms or as subsequently waived or varied by agreement of the parties thereto) by no later
than the date and time as specified in the respective underwriting agreements, and neither of
such agreements having been terminated;
(2) the Offer Price having been agreed upon between our Company and the Sole Overall
Coordinator (for itself and on behalf of the Underwriters);
CORNERSTONE INVESTORS
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--- page 263 ---
(3) the Listing Committee of the Stock Exchange having granted the listing of, and permission to
deal in, the Shares (including the Shares to be subscribed for by the Cornerstone Investors)
and that such approval or permission or waiver not having been revoked prior to the
commencement of dealings of the Shares on the Stock Exchange;
(4) no laws shall have been enacted or promulgated which prohibit the consummation of the
transactions contemplated in the Share Offer or the Cornerstone Investment Agreements, and
there shall be no orders or injunctions from a court of competent jurisdiction in effect
precluding or prohibiting consummation of such transactions; and
(5) the respective representations, warranties, undertakings and confirmations of the
Cornerstone Investors and our Company in the relevant Cornerstone Investment Agreements
are accurate, true and complete in all material respects and that there is no material breach of
the relevant Cornerstone Investment Agreement on the part of the relevant Cornerstone
Investor or our Company (as the case may be).
RESTRICTIONS ON DISPOSAL BY THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that without the prior written consent of our
Company, the Sole Sponsor and the Sole Overall Coordinator, he will not, whether directly or indirectly,
at any time during a period of six months starting from and inclusive of the Listing Date (the “ Lock-up
Period ”), inter alia, dispose of, in any way, any of the Offer Shares subscribed by them under the
respective Cornerstone Investment Agreements or any interest in any company or entity holding any
such Shares.
CORNERSTONE INVESTORS
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--- page 264 ---
SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately after completion of the Capitalisation Issue and the
Share Offer (without taking into account any Shares which may be allotted and issued by our Company
pursuant to the exercise of the Offer Size Adjustment Option and any options which may be granted
under the Share Option Scheme), each of the following persons/entities have an interest or short
position in our Shares or underlying Shares which would be required to be disclosed to our Company
and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly or
indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any member of our Group:
As at the Latest Practicable Date
Immediately after completion of the
Capitalisation Issue and the Share
Offer
Name
Capacity/Nature of
interest
Number of
Shares (Note 1)
Approximate
percentage
of interests
in our Company
Number of
Shares (Note 1)
Approximate
percentage
of interests
in our Company
BBSB Overseas
(Note 2)
Beneficial owner 1 Share (L) 100% 375,000,000
Shares (L)
75%
Datuk Tan
(Note 2)
Interest in a controlled
corporation
1 Share (L) 100% 375,000,000
Shares (L)
75%
Datin Pan
(Note 3)
Interest of spouse 1 Share (L) 100% 375,000,000
Shares (L)
75%
Notes:
1. The letter “L” demonstrates long position.
2. BBSB Overseas is a company incorporated in the BVI and is owned as to 70% by Datuk Tan and as to 30% by Datin
Pan, respectively. By virtue of the SFO, Datuk Tan is deemed to be interested in the Shares in which BBSB Overseas
is interested.
3. Datin Pan is the spouse of Datuk Tan. By virtue of the SFO, Datin Pan is deemed to be interested in all the Shares
held by Datuk Tan.
Save as disclosed herein, our Directors are not aware of any person who will, immediately
following the completion of the Capitalisation Issue and the Share Offer (without taking into account
any Shares which may be allotted and issued by our Company pursuant to the exercise of the Offer Size
Adjustment Option and any options which may be granted under the Share Option Scheme), have an
interest or short position in our Shares or underlying Shares which would be required to be disclosed to
our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO,
or, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of any member of our Group.
SUBSTANTIAL SHAREHOLDERS
– 254 –


--- page 265 ---
SHARE CAPITAL
The following is a description of the share capital of the Company in issue and to be issued as
fully paid or credited as fully paid immediately following the Capitalisation Issue and the Share Offer,
without taking into account any Shares which may be issued upon the exercise of the Offer Size
Adjustment Option and any options which may be granted under the Share Option Scheme:
Authorised share capital HK$
1,000,000,000 Shares of HK$0.01 each 10,000,000
Issued and to be issued, fully paid or credited as fully paid
1 Share in issue immediately prior to the Share Offer 0.01
374,999,999 Shares to be issued under the Capitalisation Issue 3,749,999.99
125,000,000 Shares to be issued under the Share Offer 1,250,000.00
500,000,000 Total 5,000,000.00
ASSUMPTIONS
The above table assumes that the Capitalisation Issue and the Share Offer become unconditional
and the issue of Shares pursuant thereto is made as described herein. It takes no account of Shares
which may be allotted and issued upon the exercise of the Offer Size Adjustment Option and any options
which may be granted under the Share Option Scheme or any Shares which may be allotted and issued
or repurchased by our Company pursuant to the general mandates for the allotment and issue or
repurchase of Shares granted to our Directors as referred to below or otherwise.
MINIMUM PUBLIC FLOAT
Pursuant to Rule 11.23(7) of the GEM Listing Rules, at the time of the Listing and at all times
thereafter, our Company must maintain the minimum prescribed percentage of 25% of the total issued
share capital of our Company (excluding treasury shares) in the hands of the public (as defined in the
GEM Listing Rules).
RANKING
The Offer Shares will be ordinary shares of our Company and will rank pari passu in all respects
with all the Shares in issue or to be issued as mentioned in this prospectus and will qualify for all
dividends and other distributions declared, paid or made on the Shares in respect of a record date which
falls after the Listing Date (except for the entitlement under the Capitalisation Issue).
SHARE CAPITAL
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SHARE OPTION SCHEME
We have conditionally adopted the Share Option Scheme on 16 December 2025. The principal
terms of the Share Option Scheme are summarised in the sub-section headed “Statutory and General
Information – D. Share Option Scheme” in Appendix V to this prospectus. As at the Latest Practicable
Date, no option has been granted under the Share Option Scheme.
CAPITALISATION ISSUE
Pursuant to the written resolutions of our sole Shareholder passed on 16 December 2025 and
subject to the conditions set out therein, our Directors were authorised to allot and issue a total of
374,999,999 Shares credited as fully paid at par to the Shareholders whose names appear on the register
of members of our Company at the close of business on 12 January 2026 in proportion to their
respective shareholdings (save that no Shareholder shall be entitled to be allotted or issued any fraction
of a Share) by way of capitalisation of the sum of HK$3,749,999.99 standing to the credit of the share
premium account of our Company. The Shares so allotted and issued shall rank pari passu in all respects
with the existing issued Shares (other than the right to participate in the Capitalisation Issue). For
further details, please see the paragraphs headed “Statutory and General Information – A. Further
information about our Company – 3. Written resolutions of our sole Shareholder” in Appendix V to this
prospectus.
GENERAL MANDATE TO ISSUE SHARES
Subject to the Share Offer becoming unconditional, our Directors have been granted a general and
unconditional mandate to allot, issue and deal with Shares with a total number not exceeding:
(i) 20% of the total number of Shares in issue (excluding treasury shares) immediately
following the completion of the Capitalisation Issue and the Share Offer (without taking into
account of any Shares which may be allotted and issued by our Company pursuant to the
exercise of the Offer Size Adjustment Option and any options which may be granted under
the Share Option Scheme); and
(ii) the total number of Shares repurchased by our Company (if any) pursuant to the general
mandate to repurchase Shares as described below.
Our Directors may, in addition to the Shares which they are authorised to issue under the mandate,
allot, issue and deal in the Shares pursuant to a rights issue, exercise of subscription rights attaching to
any warrants of our Company, scrip dividends or similar arrangements or the exercise of subscription
rights attaching to share options under any Share scheme or similar arrangement for the time being
adopted.
SHARE CAPITAL
– 256 –


--- page 267 ---
This mandate shall remain in effect until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of our Company;
(ii) the expiration of the period within which the next annual general meeting of our Company is
required to be held by the Articles of Association or any other applicable laws; or
(iii) the passing of an ordinary resolution of our Shareholders in a general meeting revoking,
varying or renewing such mandate.
For further details of the general mandate to allot and issue Shares, please refer to the paragraphs
headed “Statutory and General Information – A. Further information about our Company – 3. Written
resolutions of our sole Shareholder” in Appendix V to this prospectus.
GENERAL MANDATE TO REPURCHASE SHARES
Subject to the Share Offer becoming unconditional, our Directors have been granted a general and
unconditional mandate to exercise all the powers of our Company to repurchase Shares on the Stock
Exchange with a total number of not more than 10% of the total number of Shares in issue (excluding
treasury shares) immediately following the completion of the Capitalisation Issue and the Share Offer
(without taking into account of any Shares which may be allotted and issued by our Company pursuant
to the exercise of the Offer Size Adjustment Option and any options which may be granted under the
Share Option Scheme).
This mandate relates only to repurchases made on the Stock Exchange or on any other stock
exchange on which the Shares are listed (and which is recognised by the SFC and the Stock Exchange
for this purpose), and which are made in accordance with all applicable laws and the GEM Listing
Rules. A summary of the relevant GEM Listing Rules is set out in the paragraphs headed “Statutory and
General Information – A. Further information about our Company – 6. Repurchase by our Company of
its own securities” in Appendix V to this prospectus.
This mandate shall remain in effect until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of our Company;
(ii) the expiration of the period within which the next annual general meeting of our Company is
required to be held by the Articles of Association or any other applicable laws of the Cayman
Islands; or
(iii) the passing of an ordinary resolution of our Shareholders in a general meeting revoking,
varying or renewing such mandate.
For further details of the general mandate for the repurchase of Shares, please refer to the
paragraphs headed “Statutory and General Information – A. Further information about our Company –
3. Written resolutions of our sole Shareholder” in Appendix V to this prospectus.
SHARE CAPITAL
– 257 –


--- page 268 ---
CIRCUMSTANCES UNDER WHICH GENERAL MEETING IS REQUIRED
The circumstances under which general meeting is required are provided in the Articles of
Association. For details, please refer to Appendix IV to this prospectus.
SHARE CAPITAL
– 258 –


--- page 269 ---
You should read this section in conjunction with our combined financial statements, including
the notes thereto, as set out in the Accountants’ Report in Appendix I to this prospectus. The
combined financial statements have been prepared in accordance with IFRSs.
The following discussion and analysis contain forward-looking statements that involve risks
and uncertainties. These statements are based on assumptions and analysis made by us in light of our
experience and perception of historical trends, current conditions and expected future developments,
as well as other factors we believe are appropriate under the circumstances. However , our actual
results may differ significantly from those projected in the forward-looking statements. Factors that
might cause future results to differ significantly from those projected in the forward-looking
statements include, but not limited to, those discussed elsewhere in this prospectus, particularly in
“Risk Factors” and “F orward-looking Statements”.
The following discussion and analysis also contain certain amounts and percentage figures that
have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures preceding them and all monetary amounts shown
are approximate amounts only.
OVERVIEW
We are a civil engineering contractor in Malaysia with over 16 years of experience, specialising in
providing bridge engineering services as a subcontractor for large-scale transportation infrastructure
engineering projects. Our bridge engineering services primarily involve the design and construction of
the entire girder bridge or any one or more of its sections with various structural configurations and
span across roads and rivers together with the construction of connecting highways, roads and ancillary
facilities related to the bridge. The projects we undertake are predominantly initiated or owned by the
government or government-linked companies in Malaysia. During the Track Record Period, our Group
was a subcontractor in all of the projects we undertook. For an overview of our business, please refer to
the section headed “Business” of this prospectus.
For FY2023, FY2024, 6M2024 and 6M2025, we recorded revenue of approximately RM76.8
million, RM133.0 million, RM69.8 million and RM74.0 million, respectively. Our Group recorded net
loss of approximately RM14.5 million for FY2023, net profit of approximately RM26.2 million,
RM12.1 million and RM3.2 million for FY2024, 6M2024 and 6M2025, respectively.
BASIS OF PRESENTATION
Our Company was incorporated in the Cayman Islands under the Companies Act as an exempted
company with limited liability on 30 May 2025. In anticipation of the Listing, we underwent the
Reorganisation, after which our Company has become the holding company of the subsidiaries now
comprising our Group. The combined statements of profit or loss and other comprehensive income,
combined statements of changes in equity and combined cash flow statements are prepared as if the
current group structure has been in existence throughout the Track Record Period. The combined
statements of financial position as at 31 December 2023 and 2024 and 30 June 2025 present the assets
and liabilities of the companies now comprising our Group, as if the current group structure has been in
existence at those dates. No adjustment has been made to reflect fair values, or recognise any new assets
or liabilities as a result of the Reorganisation.
FINANCIAL INFORMA TION
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--- page 270 ---
Our Company has not been involved in any other business prior to the Reorganisation. The
Reorganisation is merely a reorganisation of the listing business and does not result in any changes in
business substance, nor in any management or controlling shareholders of the listing business, before
and after the Reorganisation. Accordingly, the financial information of the companies now comprising
our Group is presented using the carrying value of the listing business for all periods present.
Intercompany transactions, balances and unrealised gains/losses on transactions between group
companies are eliminated on combination.
Details regarding the basis of presentation and preparation of our combined financial information
for the Track Record Period are set out in note 2 to the Accountants’ Report in Appendix I to this
prospectus.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
Our results of operations and financial condition have been, and will continue to be, affected by a
number of factors, including those set forth in the section headed “Risk Factors” of this prospectus and
the following factors, some of which may not be within our control.
The availability of transportation infrastructure engineering projects in Malaysia
We have relied heavily and will continue to focus on the provision of bridge engineering services
for transportation infrastructure engineering projects in Malaysia, most of which are owned or initiated
by the government or government-linked companies in Malaysia. These projects are finite in number
and may be reduced if the government in Malaysia reduces its expenditure on infrastructure
developments.
The nature, extent, timing and availability of transportation infrastructure engineering projects in
Malaysia is generally determined, according to the CIC Report, by the interplay of a variety of factors
including, but not limited to, the government’s policies for enhancing the nation’s transportation
infrastructure development, Malaysia’s urbanisation process which would affect the demand for bridges
connecting cities and suburban areas, Malaysia’s topographical characteristics, the tourism sector’s
infrastructure needs and the advancement of bridge engineering techniques, etc. If there is any adverse
change in any of these factors, the number of available transportation infrastructure engineering
projects in Malaysia may reduce and our business, financial conditions and results of operations may be
materially and adversely affected.
FINANCIAL INFORMA TION
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--- page 271 ---
The competitive tendering or quotation process to secure contracts
During the Track Record Period and up to the Latest Practicable Date, our revenue was mainly
derived from contracts awarded through competitive tendering or quotation process, which are not
recurring in nature. There is no assurance that (i) we will continue to be invited to participate in or be
made aware of the tendering or quotation opportunities for new projects; (ii) the terms and conditions of
the new contracts will be comparable to those of the existing contracts; and (iii) our tenders or
quotations would be selected by our customers in the future. Our ability to maintain competitiveness in
the tendering or quotation process depends on a variety of factors, including the quality of our
management, technical capabilities, financial strength, industry reputation, compliance with applicable
regulations, and the commercial terms we offer. Failure to maintain our competitiveness in any of these
areas, or failure to meet the qualification requirements imposed by our customers, may result in the loss
of future business opportunities.
If we are unable to secure new projects through tenders or quotations, or if the number and value
of such projects decline significantly, our business operations, revenue generation, and overall financial
performance could be materially and adversely affected.
The accuracy in estimating our project costs and progress
Our projects are awarded to us through a competitive tendering or quotation process, under which
we generally commit to fixed and pre-determined fees for the duration of the contract. In preparing a
tender or quotation, we estimate the project costs based on numerous factors, mainly including (i) the
anticipated quantity, type and costs of labour, construction materials and machinery required in the
potential project; (ii) the estimated subcontracting costs and whether such costs include the provision of
construction materials and machinery and equipment; (iii) the technical and structural complexity of the
works involved and the expected project duration; (iv) historical fees we received for similar projects;
and (v) the prevailing market conditions. There is no assurance that our tenders or quotations would not
contain any mistake or error, which may be due to inaccurate estimation or our inadvertence or
oversight of important terms or errors in calculating our project costs. If we submit a tender or quotation
based on an incorrect cost estimate, we may nonetheless be contractually bound to perform the works at
the agreed price, potentially resulting in a substantial loss.
In addition, even if our estimates are prepared with due care, unforeseen factors such as delays in
project progress, changes in scope, subcontractors’ non-performance or underperformance, or cost
inflation in labour, construction materials or equipment may result in actual costs exceeding our
projections. For instance, if the actual progress of a project is slower than anticipated, or if there is any
delay or extension in the project schedule of our customers or by other contractors in the same project,
we may have to engage subcontractors and/or lease the required machinery for the extended period,
hence incurring higher subcontracting costs or machinery rental costs than estimated. Any significant
inaccurate estimation in the time and costs involved in a project may give rise to delays in the
completion of works and/or cost overruns, which in turn may materially and adversely affect our
financial conditions, profitability and liquidity.
FINANCIAL INFORMA TION
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The potential mismatch in the cash inflow from customers and cash outflow to suppliers and
subcontractors
Our transportation infrastructure engineering projects and flood mitigation works commissioned
by the government or government-linked companies in Malaysia are typically capital-intensive. At the
initial stage of these projects, we often incur significant net cash outflows to cover project upfront costs,
such as subcontracting fees, direct procurement costs and administrative costs. Under standard contract
terms, our customers generally make monthly progress payments to us only after certification of work
done. In addition, they are generally entitled to hold retention monies from their progress payments to
us. Depending on the contract terms, half of these retention monies are generally released to us after
practical completion of a project and the remaining half is normally released to us after the expiry of the
defects liability period or upon receiving the certificate of making good defects.
Owing to the timing of these payments and the capital outlay required, there may be a significant
mismatch between our cash inflows and outflows. This risk is heightened when we are engaged in
multiple large-scale projects concurrently, particularly during the early stages when expenditure is the
highest. If a substantial portion of our cash is tied up in retention monies or we experience delays in
certification and receipt of payments or we are unable to recover our contract assets, our working
capital position and liquidity may be materially and adversely affected.
The collectability of our contract assets and trade receivables
We are exposed to credit risk in connection with the recoverability of our contract assets and trade
receivables. A contract asset represents our Group’s right to receive payments from customers in
exchange for our works performed and are transferred to our customers but where such right has not yet
become unconditional. Contract assets typically arise when our Group has performed our works under
the relevant contracts but the works have yet to be certified by the quantity surveyors or other
representatives appointed by our customers and/or our Group’s right to payment is still conditional on
factors other than passage of time. Any amount previously recognised as a contract asset is reclassified
to trade receivables at the point when our Group’s right to payment becomes unconditional other than
passage of time.
There is no assurance that we will be able to bill and collect all or any part of the contract assets
for our services completed according to the payment terms of the contracts.
Furthermore, delays in certification, payment disputes, or any financial difficulties of our
customers could result in prolonged collection periods or even default. If we are unable to collect a
substantial portion of our trade receivables in accordance with the payment terms or at all, our cash
flows, working capital position and overall financial position will be materially and adversely affected.
FINANCIAL INFORMA TION
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SENSITIVITY ANALYSIS
For FY2023, our Group recorded a net loss of approximately RM14.5 million. For FY2024 and
6M2025, our net profit amounted to approximately RM26.2 million and RM3.2 million, respectively.
Fluctuation in our cost of services
Our key cost of services mainly consisted of subcontracting costs, labour costs and costs of
construction materials and supplies. For FY2023, FY2024 and 6M2025, the aggregate subcontracting
costs, labour costs and costs of construction materials and supplies represented approximately 91.5%,
95.9% and 96.9% of our total cost of services respectively.
Fluctuation in any of the subcontracting costs, labour costs and costs of construction materials and
supplies will directly affect our profit during the implementation of our construction works. The
following sensitivity analysis illustrates the impact of hypothetical fluctuations of subcontracting costs,
labour costs and costs of construction materials and supplies (being the major components of our cost of
services) on our profit before taxation during the Track Record Period. The hypothetical fluctuation
rates for subcontracting costs and labour costs are set at 10% and 20%, which correspond to the
approximate minimum and maximum percentage changes in the average daily wages of workers with
skilled and semi-skilled trades critical to bridge construction in Malaysia from 2020 to 2024 as stated in
the CIC Report (see paragraphs headed “Industry Overview – Overview of Malaysia’s bridge
engineering industry – Cost analysis of the bridge engineering industry in Malaysia” in this prospectus)
and are therefore considered reasonable for the purpose of this sensitivity analysis. The hypothetical
fluctuation rates for costs of construction materials and supplies are set at 5% and 10%, which
correspond to the approximate minimum and maximum percentage changes in the average price of
ready mixed concrete, cement and steel bars in Malaysia as stated in the CIC Report (see paragraphs
headed “Industry Overview – Overview of Malaysia’s bridge engineering industry – Cost analysis of the
bridge engineering industry in Malaysia” in this prospectus).
Hypothetical fluctuation in
subcontracting charges and
labour costs (20)% (10)% 10% 20%
Increase/(decrease) in profit
before income tax
RM’000 RM’000 RM’000 RM’000
FY2023 10,889 5,445 (5,445) (10,889)
FY2024 17,482 8,741 (8,741) (17,482)
6M2025 8,702 4,351 (4,351) (8,702)
Hypothetical fluctuation in costs
of construction materials (10)% (5)% 5% 10%
Increase/(decrease) in profit
before income tax
RM’000 RM’000 RM’000 RM’000
FY2023 571 286 (286) (571)
FY2024 1,549 775 (775) (1,549)
6M2025 1,288 644 (644) (1,288)
FINANCIAL INFORMA TION
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MATERIAL ACCOUNTING POLICIES
The financial information has been prepared in accordance with accounting policies which
conform to the IFRSs. We have identified certain accounting policies that are significant to the
preparation of our financial information and are important in understanding our financial condition and
results of operations. The material accounting policies are set out in note 4 to the Accountants’ Report
in Appendix I to this prospectus. The principal accounting policies adopted are as follows:
Revenue recognition
Income is classified by our Group as revenue when it arises from the sales of good and the
provision of services in the ordinary course of our Group’s business. Further details of our Group’s
revenue recognition policies are as follows:
Revenue from construction contracts
Our Group’s construction contracts generally include promises to provide labour and materials, as
well as a guarantee that the constructed asset is free from defects for a period of up to two years after
completion (“ defect liability period ”) and our Group has determined that these contracts generally
contain only a single performance obligation as there is significant integration of different promised
goods or services underlying a construction contract. Our Group acts as a principal in these transactions
as our Group is primarily responsible for fulfilling the promise to provide the services, the third party
suppliers (including subcontractors) do not have a contractual relationship with the customer and our
Group has discretion in establishing the prices and selecting the suppliers (including subcontractors).
Revenue is recognised as and when control of the asset is transferred to our customer and it is
probable that our Group would collect the consideration to which it will be entitled in exchange for the
asset that would be transferred to our customer. Our Group has assessed that these construction
contracts qualify for over time revenue recognition as the assets to be constructed have no alternative
use for our Group, and our Group generally has enforceable rights to payment for performance
completed to date. The stage of completion is assessed by reference to the contract costs incurred to
date in proportion to the total estimated contract costs of each contract. Transaction price in a contract
is based on the price specified in the contract, net of penalties and sales and service taxes. Penalties
represent a form of variable consideration and accumulated experience is used to estimate and provide
for the penalties, using the expected value method, and revenue is only recognised to the extent that it is
highly probable that a significant reversal will not occur. At the end of each reporting period, our Group
updates this estimates to represent faithfully the circumstances present at the end of the reporting period
and the changes in circumstances during the reporting period. If at any time the costs to complete the
contract are estimated to exceed the remaining amount of the consideration under the contract, a
provision is recognised in accordance with note 4.13 to the Accountants’ Report in Appendix I to this
prospectus.
Our Group normally receives progress payment from customers on a monthly basis with reference
to the value of works performed and our Group takes advantage of the practical expedient in IFRS 15.63
and does not adjust the consideration for any effects of a significant financing component as the period
between when our Group receives consideration and transferring control of goods or service is one year
or less.
FINANCIAL INFORMA TION
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Our Group requires certain customers to provide advance payment not exceeding 25% of total
contract sum, subject to a cap of RM10 million. The deposit received by our Group before the project
commences will give rise to contract liabilities at the start of a contract, until the revenue recognised on
the specific contract exceeds the amount received. If the value of the work performed exceeds payments
received from a customer, a contract asset is recognised. Contract assets are transferred to trade
receivables when the rights to consideration become unconditional. Our Group typically transfers its
contract assets to trade receivables when progress certificate or invoice is issued. At each reporting date,
contract asset is assessed for impairment on the same basis as trade receivable.
Our Group also agrees 10% of each progress payment as retention money, subject to a cap of 5%
of the total contract sum, half of the retention money is generally released to us upon the practical
completion of the project and the remaining half is generally released after the expiry of the defect
liability period or upon receiving the certificate of making good defects. Retention receivables are
initially classified as contract assets and is reclassified to trade receivables when the defect liability
period expires. The defect liability period serves as an assurance that the services performed comply
with agreed upon specifications and such assurance cannot be purchased separately. Retentions
receivable is intended to protect the customer from our Group’s failing to adequately complete its
obligations under the contract, rather than for the provision of finance. Our Group accounts for this in
accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and had not accounted
for as separate performance obligations and hence no consideration is allocated to them.
Contracts are subject to modifications due to changes in contract specifications and requirements.
Modifications may be arisen from (i) variation orders, which involve additions, cancellations,
modifications, or other changes to the initially agreed scope of work; and (ii) contract claims. When
there is a change in the scope and/or change in price of a contract, or whenever our Group is entitled
under the contract terms and there is legal basis for those claims, such modification is accounted for as
if it were part of the existing contract. The modification on the contract sum and on our Group’s
measures of progress towards the satisfaction of the performance obligation is recognised as an
adjustment to revenue as at the date of the contract modification. Under the circumstances that our
Group has incurred costs amounts in excess of the contract price for errors in specifications and designs
or delays caused by customers, and our Directors are of the view that our Group is entitled under the
contract terms and there is legal basis for those claims, such contracts claims are treated as contract
modifications and respective adjustments are made to our revenue. Our Group recognises revenue from
projects or variation orders pending the relevant customers’ acceptance or issue of payment certificates,
which are recorded as unbilled revenue under contract asset. The modifications regarding contract
claims require significant judgments of certain factors including, but not limited to, dispute resolution
developments and outcomes, anticipated negotiation results, and the cost of resolving such matters.
For further details regarding our accounting policy relating to revenue recognition, please refer to
“Revenue and other income” in note 4.6 to the Accountants’ Report in Appendix I to this prospectus.
Financial instruments
(i) Financial assets
A financial asset (unless it is a trade receivables without a significant financing component) is
initially measured at fair value plus, for an item not at fair value through profit or loss (“ FVTPL ”),
transaction costs that are directly attributable to its acquisition or issue. Trade receivable without a
significant financing component is initially measured at the transaction price.
FINANCIAL INFORMA TION
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Financial assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial assets at
amortised cost are subsequently measured using the effective interest method and their gross carrying
amount is reduced by impairment losses.
(ii) Impairment loss on financial assets
Our Group recognises loss allowances for expected credit losses (“ ECLs ”) on financial assets
measured at amortised cost. ECLs are a probability-weighted estimate of credit losses. Credit losses are
measured as the present value of the difference between the cash flows due to the entity in accordance
with the contract and the cash flows that our Group expects to receive, discounted at the original
effective interest rate. Loss allowances for financial assets measured at amortised cost are deducted
from the gross carrying amount of the assets.
Our Group measures loss allowances at an amount equal to 12 months ECLs, except when their
credit risk has increased significantly since initial recognition, in which case, are measured at lifetime
ECLs. Specifically, loss allowances for trade receivables are always measured at an amount equal to
lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since
initial recognition and when estimating ECLs, our Group considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both quantitative
and qualitative information and analysis, based on our Group’s historical experience and informed
credit assessment, that includes forward-looking information. Our Group assumes that the credit risk on
a financial asset has increased significantly if it is more than 30 days past due.
At each reporting date, our Group also assesses whether financial assets carried at amortised cost
are credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial
asset is credit-impaired includes the following observable data:
– significant financial difficulty of the debtor;
– a breach of contract such as a default or past due event;
– the restructuring of a loan or advance by our Group on terms that our Group would not
consider otherwise;
– it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
– the disappearance of an active market for a security because of financial difficulties.
Our Group considers a financial asset to be in default when the debtor is unlikely to pay its credit
obligations to our Group in full, without recourse by our Group to actions such as realising security (if
any is held); or the financial asset is more than 90 days past due.
FINANCIAL INFORMA TION
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Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a
financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are
possible within the 12 months after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months). The maximum period considered when estimating ECLs is the
maximum contractual period over which our Group is exposed to credit risk.
The gross carrying amount of a financial asset is written off when our Group has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case
when our Group determines that the debtor does not have assets or sources of income that could
generate sufficient cash flows to repay the amounts subject to the write-off. Subsequent recoveries of an
asset that was previously written off are recognised as a reversal of impairment in profit or loss in the
period in which the recovery occurs.
For further details regarding our accounting policy relating to financial instruments, please refer to
“Financial instruments” in note 4.3 to the Accountants’ Report in Appendix I to this prospectus.
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
In the application of our Group’s accounting policies, which are described in note 4 to the
Accountants’ Report in Appendix I to this prospectus, our Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future periods if the revision affects both current
and future periods. Please refer to note 5 to the Accountants’ Report in Appendix I to this prospectus for
details.
FINANCIAL INFORMA TION
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--- page 278 ---
SUMMARY OF RESULTS OF OPERATIONS
The following table sets forth a summary of financial information for the year/periods indicated
regarding the financial results of our operations, which have been extracted from, and should be read in
conjunction with, the Accountants’ Report as set out in Appendix I to this prospectus.
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Revenue 76,757 133,002 69,786 73,986
Cost of services (65,767) (107,338) (59,192) (58,180)
Gross profit 10,990 25,664 10,594 15,806
Other income and gains/(losses),
net 1,822 2,362 1,492 1,310
Other operating expenses (9,418) (11,614) (6,321) (6,166)
(Provision for)/reversal of
impairment losses under
expected credit loss model, net (15,870) 17,284 8,918 (83)
Listing expenses – – – (4,815)
Finance costs (622) (423) (296) (109)
(Loss)/profit before income tax (13,098) 33,273 14,387 5,943
Income tax expense (1,362) (7,084) (2,275) (2,742)
(Loss)/profit and total
comprehensive income for the
year/period attributable to
owners of the Company (14,460) 26,189 12,112 3,201
FINANCIAL INFORMA TION
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DESCRIPTION OF SELECTED ITEMS OF OUR COMBINED STATEMENTS OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
Revenue
During the Track Record Period, all our revenue was derived from provision of bridge engineering
services for transportation infrastructure engineering projects and provision of other civil engineering
services for a flood mitigation project, all of which were initiated or owned by the federal government
or government-linked companies in Malaysia. For FY2023, FY2024, 6M2024 and 6M2025, our Group
recorded revenue of approximately RM76.8 million, RM133.0 million, RM69.8 million and RM74.0
million, respectively.
As the duration of our projects (from the date of engagement to the date of completion) typically
ranges from one to five years, our revenue generated during the Track Record Period was mainly derived
from ongoing projects. Given the long-term nature of our projects, the fluctuation in our revenue is
mainly due to the result of combined effect of the different progress of the different mix of the ongoing
projects during the Track Record Period.
FINANCIAL INFORMA TION
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The following table sets forth a breakdown of our revenue by the type of civil engineering works
undertaken by our Group for the years/periods indicated:
FY2023 FY2024 6M2024 6M2025
RM’000 % RM’000 % RM’000 % RM’000 %
(Unaudited)
Bridge engineering works
(Note) 74,594 97.2 123,208 92.6 64,263 92.1 73,148 98.9
Flood mitigation works 2,163 2.8 9,794 7.4 5,523 7.9 838 1.1
Total 76,757 100.0 133,002 100.0 69,786 100.0 73,986 100.0
Note: A typical bridge engineering project undertaken by our Group generally comprises both design and construction of
the entire girder bridge or any one or more of its sections and/or the construction of the connecting highways,
roads and other ancillary facilities such as drainage, sewerage, lightings and signages.
We undertake construction projects as subcontractors and all our revenue derived from
subcontractor’s works during the Track Record Period. During the Track Record Period, we had
completed two notable projects related to (i) the SUKE Highway, a major urban expressway running
from Sri Petaling to Ulu Kelang, Malaysia, and (ii) a major federal highway project in Peninsula
Malaysia, designed to improve north-south connectivity and involving two states, namely Pahang and
Kelantan. As at the Latest Practicable Date, we had five ongoing projects, which consist of four bridge
engineering projects and one flood mitigation project, with an aggregate contract sum of approximately
RM723.5 million.
Please refer to the sub-section headed “Business – Our projects” in this prospectus regarding the
details of the completed and ongoing projects of our Group.
Our revenue increased from approximately RM76.8 million for FY2023 to approximately
RM133.0 million for FY2024, which represented an increase of approximately 73.2%. Such increase
was primarily attributable to the increase in revenue recognised from our projects, in particular, Project
JB27 and Project JB28 which commenced in July and December 2022, respectively, which was partially
offset by the decrease in revenue recognised from Project JB25 which was completed in August 2023,
during the year.
Our revenue increased from approximately RM69.8 million for 6M2024 to approximately RM74.0
million for 6M2025, which represented an increase of approximately 6.0%. Such increase was primarily
attributable to the increase in revenue recognised from Project JB28, which was partially offset by the
decrease in revenue recognised from (i) Project JB30, which was completed in June 2024; (ii) Project
JB27, mainly attributable to the unexpected progress delay; and (iii) Project JB31, which commenced in
November 2023, during the period.
FINANCIAL INFORMA TION
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The following table summarises the revenue recognised for FY2023, FY2024, 6M2024 and
6M2025 from our projects which were (i) completed during the Track Record Period; (ii) ongoing
during the Track Record Period and up to 30 June 2025; and (iii) completed before 1 January 2023:
Projects completed before the Track Record Period
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
Project JB03 (23) – – –
Project JB15 2,691 4,002 – –
Project JB16 (4) – – –
Project JB22 (2,049) – – –
Projects completed during the Track Record Period
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
Project JB25 12,940 1,421 – –
Project JB30 12,771 12,229 12,229 –
Projects which were ongoing during the Track Record Period and up to 30 June 2025
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
Project JB27 39,204 65,363 33,626 24,219
Project JB28 7,878 33,699 16,255 46,173
Project JB29 1,186 6,494 2,153 2,756
Project JB31 2,163 9,794 5,523 838
For FY2023, FY2024 and 6M2025, our Group recognised revenue pending customers’
certification of approximately RM28.7 million, RM30.4 million and RM59.9 million, respectively,
under the input method in accordance with IFRS 15. As at the Latest Practicable Date, approximately
100.0%, 98.5% and 73.4% of such revenue have been subsequently certified by customers. The
remaining revenue pending customers’ certification for FY2024 and 6M2025, which were derived from
Project JB27, Project JB28 and/or Project JB31, are expected to be certified by customers within the
similar timeframe based on customers’ historical certification records, being within approximately one
to three months.
FINANCIAL INFORMA TION
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Project JB27 commenced in July 2022 and is expected to be completed in April 2027. Our Group’s
recognised revenue from such project increased from approximately RM39.2 million for FY2023 to
approximately RM65.4 million for FY2024, representing an increase by approximately 66.8%. Our
Group’s recognised revenue from such project decreased from approximately RM33.6 million for
6M2024 to approximately RM24.2 million for 6M2025, representing a decrease by approximately
28.0%. Such changes were in line with the project’s progress and our Group’s work done certified by
our customer. While the revenue recognised from such project for FY2024 increased moderately after
the initial stage, the decrease in revenue recognised from such project for 6M2025 as compared to
6M2024 was mainly attributable to the unexpected slowdown in project progress due to the
unanticipated hard soil layers encountered during the course of earthwork in 6M2025. The removal of
such hard layers is in progress and is expected to complete in the first quarter of 2026. No material
delay in the overall progress of project has been resulted.
Project JB28 commenced in December 2022 and is expected to be completed in June 2027. Our
Group’s recognised revenue from such project increased from approximately RM7.9 million for FY2023
to approximately RM33.7 million for FY2024, representing a significant increase by approximately
326.6%. Our Group’s recognised revenue from such project increased from approximately RM16.3
million for 6M2024 to approximately RM46.2 million for 6M2025, representing an increase by
approximately 183.4%. Such increases were in line with the project’s progress and our Group’s work
done certified by our customer.
Project JB25 commenced in September 2021 and was completed in August 2023, which involved
step-in works to accelerate the completion of the unfinished works and the contract sum has been
revised from time to time subject to the then amount left and portion assigned by the customer to us
during the course of the project. Our Group’s revenue recognised from the project decreased from
approximately RM12.9 million for FY2023 to approximately RM1.4 million for FY2024, representing a
decrease by approximately 89.1%. Such decrease was mainly attributable to the fact that the project was
completed in August 2023, resulting in a decrease in work instructions received from, and therefore our
work done certified by our customer during FY2024.
Project JB31 commenced in November 2023 and is expected to be completed in April 2027. Our
Group’s recognised revenue from such project increased from approximately RM2.2 million for FY2023
to approximately RM9.8 million for FY2024, representing a significant increase by approximately
345.5%, which was in line with the project’s progress and our Group’s work done certified by our
customer. For 6M2025, our Group recognised revenue of approximately RM0.8 million from such
project, which represented a decrease of approximately 85.5% from approximately RM5.5 million for
6M2024. As additional time is required by the customer and project owner and their respective quantity
surveyors to evaluate certain construction design recommendations proposed by our Group to improve
the cost-effectiveness and efficiency of the project, and relatively less work done performed by our
Group, a decrease in revenue has been resulted during 6M2025.
FINANCIAL INFORMA TION
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For FY2023 and FY2024, our Group recognised revenue from Project JB15, which were
completed in 2021, with an aggregate contract sum of approximately RM537.5 million. Revenue
recognised for these two projects were related to post-completion adjustments and certification of work
done finalised due to variation orders in FY2023 and FY2024, which amounted to approximately RM2.7
million and RM4.0 million, respectively. Based on the negotiation between our Group and Bridgex, the
letter of award of Project JB15 were entered into on a re-measurement basis, pursuant to which an
estimated contract sum was determined based on the agreed unit rates and the estimated quantities of
work items. Under this arrangement, Bridgex would measure the actual quantities of works executed on
site and our Group would be paid based on the actual work done. The revenue recognised in FY2023 and
FY2024 in relation to Project JB15 comprised (i) works completed prior to the project’s practical
completion in 2021, for which the final contract sum remained subject to post-completion adjustments
arising from re-measurement of quantities of our Group’s work done; and (ii) additional works
performed pursuant to variation orders issued by Bridgex after the project’s practical completion in
2021, which were mainly attributable to additional works in relation to the underground utilities
relocation activities. These post-completion adjustments and variation orders were progressively
finalised as our Group’s claims were certified by Bridgex after the practical completion of the project,
as part of the ongoing process of closing the final accounts. Revenue recognition could occur may
therefore take place prior to the issuance of such final accounts. According to CIC, (i) in the Malaysian
civil engineering industry, it is not uncommon for additional revenue to arise from post-completion
adjustments resulting from re-measurement of quantities and variation orders. Under Clause 11.1 of the
Pertubuhan Akitek Malaysia (PAM) 2006 Form of Contract (a widely adopted industry-standard
contract form in Malaysia’s civil engineering industry), such adjustments and variations may involve
alterations or modifications to the design, quality or quantity of works, covering additions or
substitutions of works, changes in standard of materials, removal of executed works or materials, and
adjustments relating to working hours, site access, working space, or sequence of execution; (ii) the
period for resolving such post-completion adjustments and variation orders is generally within one and
a half to three years, and may extend up to five years after project completion with exceptionally
complex terrain conditions or design alterations; and (iii) the timing for issuing final account statements
varies with the closing of final accounts and issuance of final statements occasionally delayed for four
to five years after completion.
Our Group recorded reversal of revenue of approximately RM2.1 million during FY2023, which
was primarily attributable to the reversal of revenue of approximately RM2.0 million for Project JB22.
Such revenue mainly relates to preliminary design works performed by our Group for the project
awarded by a customer in 2021. However, in FY2023, our Group and the customer mutually agreed to
terminate the contract due to a change in the scope of work. As the termination constituted a contract
modification under IFRS 15, our Group has reversed the relevant revenue in FY2023. For further detail,
please refer to the paragraphs headed “Business − Customers − Major customers”.
FINANCIAL INFORMA TION
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Cost of services
Our cost of services primarily consisted of subcontracting costs, costs of construction materials
and supplies and labour costs, which amounted to approximately RM65.8 million, RM107.3 million,
RM59.2 million and RM58.2 million for FY2023, FY2024, 6M2024 and 6M2025, respectively. The
following table sets forth a breakdown of our cost of services during for the years/periods indicated:
FY2023 FY2024 6M2024 6M2025
RM’000 % RM’000 % RM’000 % RM’000 %
(Unaudited)
Subcontracting costs 46,006 70.0 77,900 72.6 47,576 80.4 37,877 65.1
Costs of construction
materials and supplies 5,712 8.7 15,491 14.4 5,036 8.5 12,881 22.1
Labour costs 8,441 12.8 9,508 8.9 5,290 8.9 5,633 9.7
Rental costs of plant and
machinery 2,234 3.4 1,593 1.5 658 1.2 1,102 1.9
Others ( Note ) 3,374 5.1 2,846 2.6 632 1.0 687 1.2
Total 65,767 100.0 107,338 100.0 59,192 100.0 58,180 100.0
Note: Others represent miscellaneous items include, among others, general and administrative expenses, depreciation cost
of right-of-use assets, costs of consumables used in construction sites, and other unallocated expenses that are not
related to a specific project, which individually represented less than 1.0% of the total cost of services for the
respective year/period.
Our subcontracting costs represents the fees paid and payable to our subcontractors. We generally
engage subcontractors on a project-by-project basis to perform labour-intensive works such as
reinforced concrete structure works, beam casting works and road furniture works; and other works that
require niche technical expertise, such as bored piling works, soil investigation works, environmental
works, earthworks and geotechnical works where it would be cost prohibitive for us to maintain
in-house capabilities. Our subcontracting costs, being the largest component of our cost of services,
accounted for approximately 70.0%, 72.6%, 80.4% and 65.1% of our total cost of services, respectively,
for FY2023, FY2024, 6M2024 and 6M2025. Please refer to the sub-section headed “Business –
Subcontractors” in this prospectus for further details on the subcontractors of our Group.
Our costs of construction materials and supplies represent the costs incurred on our purchase of
construction materials and supplies from our suppliers.
Our labour costs represent the salaries and benefits to our workers and staff who are directly
involved in the construction works of our projects.
Our rental costs of plant and machinery represent the rental expenses incurred in relation to our
rented machinery and equipment for our construction projects, such as skylifts and motor vehicles.
FINANCIAL INFORMA TION
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Our cost of services increased from approximately RM65.8 million for FY2023 to approximately
RM107.3 million for FY2024, representing an increase of approximately 63.1%. Such increase in our
cost of services was mainly attributable to the increase in revenue leading to the increase in
subcontracting costs, costs of construction materials and supplies and labour costs incurred in our
ongoing projects during FY2024.
Our cost of services slightly decreased from approximately RM59.2 million for 6M2024 to
approximately RM58.2 million for 6M2025, representing a decrease of approximately 1.7%. Such
decrease in our cost of services was mainly attributable to the combined effects of (i) the increase in
costs of construction materials and suppliers as incurred in our ongoing projects; and (ii) the decrease in
subcontracting costs, which was mainly attributable to (i) the fact that no subcontracting costs were
incurred for Project JB30 during 6M2025, which was completed in June 2024; and (ii) the decrease in
subcontracting costs incurred for Project JB27, as our Group’s work has been slowed down due to the
unanticipated hard soil layers encountered during 6M2025.
Gross profit and gross profit margin
For FY2023, FY2024, 6M2024 and 6M2025, our Group recorded gross profit of approximately
RM11.0 million, RM25.7 million, RM10.6 million and RM15.8 million, representing gross profit
margin of approximately 14.3%, 19.3%, 15.2% and 21.4%, respectively.
The following table sets forth a breakdown of our gross profit and gross profit margin by the type
of civil engineering works undertaken by our Group for the years/periods indicated.
FY2023 FY2024 6M2024 6M2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
RM’000 % RM’000 % RM’000 % RM’000 %
Bridge engineering works
(Note) 10,404 13.9 23,012 18.7 8,920 13.9 15,579 21.3
Flood mitigation works 586 27.1 2,652 27.1 1,674 30.3 227 27.1
Total 10,990 14.3 25,664 19.3 10,594 15.2 15,806 21.4
Note: A typical bridge engineering project undertaken by our Group generally comprises both design and construction of
the entire girder bridge or any one or more of its sections and/or the construction of the connecting highways,
roads and other ancillary facilities such as drainage, sewerage, lightings and signages.
FINANCIAL INFORMA TION
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During the Track Record Period, most of our gross profit was generated from the bridge
engineering works. Our Group recorded gross profit derived from our bridge engineering works of
approximately RM10.4 million, RM23.0 million, RM8.9 million and RM15.6 million, representing
gross profit margin of approximately 13.9%, 18.7%, 13.9% and 21.3% during FY2023, FY2024,
6M2024 and 6M2025, respectively. For our flood mitigation works, our gross profit amounted to
approximately RM0.6 million, RM2.7 million, RM1.7 million and RM0.2 million, representing gross
profit margin of approximately 27.1%, 27.1%, 30.3% and 27.1% during FY2023, FY2024, 6M2024 and
6M2025, respectively.
Our Group’s gross profit margin varied from project to project during the Track Record Period,
primarily attributable to numerous factors, including, (i) our pricing strategies, where our Group will
assess the pricing of the project and the anticipated profitability of each project on a case-by-case basis;
(ii) the scale, complexity and technical specifications of the project; (iii) the expected duration of the
project; (iv) the progress of the project based on the required schedule of completion during the Track
Record Period; (v) our estimated cost and the actual cost incurred for the project during the Track
Record Period; (vi) the amount of rectification works performed during the defects liability period; (vii)
other unexpected conditions at the works site; (viii) the variation orders; and (ix) the cost control
measures of our Group.
In light of the above, the historical gross profit margin of our Group during the Track Record
Period may not be indicative of our gross profit margin that may be achieved in the future. It is the aim
of our Group to optimise its operational and financial resources to pursue the best-possible profitability
for each of our projects.
Our gross profit increased by approximately 133.6% from approximately RM11.0 million for
FY2023 to approximately RM25.7 million for FY2024, mainly attributable to the combined effects of
(i) the increase in gross profit recorded from Project JB27, Project JB28, Project JB29 and Project JB31
during the year which commenced in second half of 2022 and in 2023; and (ii) the decrease in gross
profit recorded from Project JB25 and Project JB30, which were completed in August 2023 and June
2024, respectively. Our gross profit increased by approximately 49.1% from approximately RM10.6
million for 6M2024 to approximately RM15.8 million for 6M2025, mainly attributable to the combined
effects of (i) the increase in gross profit recorded from Project JB28 during the period; and (ii) the
decrease in gross profit recorded from Project JB27 and Project JB31 during the period, primarily due to
the reasons as explained in the paragraph headed “Revenue” in this section.
Our overall gross profit margin (i) increased from approximately 14.3% for FY2023 to
approximately 19.3% for FY2024; and (ii) increased from approximately 15.2% for 6M2024 to
approximately 21.4% for 6M2025, mainly attributable to the increase in gross profit derived from
ongoing projects with relatively higher gross profit margins, mainly due to higher gross profit margin of
Project JB28 and Project JB29, in which we were involved in the design process and provided our value
engineering solutions to our customers to improve the efficiency and cost-effectiveness of the projects.
While performing a preliminary value engineering assessment with existing internal technical personnel
will incur only minimal additional costs for the Group, the optimisation suggestions derived from the
assessment will enable the Group to submit a more competitive bid to customers and also enhance the
project's profit margin.
FINANCIAL INFORMA TION
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During the Track Record Period, the gross profit margin for flood mitigation works (Project JB31)
was higher than that of bridge engineering works, because flood mitigation project covers both design
and construction process; whereas the scope of bridge engineering works covers either (i) design and
construction process (such as Project JB28 and Project JB29); or (ii) only construction process (such as
Project JB27), which generally generate lower margins.
Other income and gains/losses, net
Our other income and gains/(losses), net mainly consisted of other services income, interest
income from short-term deposit, interest income on other receivable and (loss)/gain on change in fair
value of life insurance policy. During FY2023, FY2024, 6M2024 and 6M2025, our other income and
gains/(losses), net amounted to approximately RM1.8 million, RM2.4 million, RM1.5 million and
RM1.3 million, respectively.
The table below sets forth a breakdown of our other income and gains/(losses), net for the
years/periods indicated:
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Other income
Interest income on other
receivables 63 0–––
Interest income from short-term
deposits 393 380 228 89
Other services income 994 1,577 834 1,036
Others 128 353 326 15
Sub-total 2,145 2,310 1,388 1,140
Other (losses)/gains, net
Gain on disposal of investment
properties – – – 50
Gain on disposals of property,
plant and
equipment 136 28 28 160
Reversal of impairment losses on
investment properties 1 5–––
Change in fair value of life
insurance policy (474) 24 76 (40)
Sub-total (323) 52 104 170
Total 1,822 2,362 1,492 1,310
FINANCIAL INFORMA TION
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Our other income and gains/(losses), net increased from approximately RM1.8 million for FY2023
to approximately RM2.4 million for FY2024, mainly attributable to the combined effects of (i) the
increase in other services income of approximately RM0.6 million, mainly attributable to the increase in
administrative charges recognised from our subcontractors for the procurement of materials on behalf of
the subcontractors and the provision of labour and rental of machinery to the subcontractors; and (ii) the
absence of loss on fair value of life insurance policy of approximately RM0.5 million, which were
partially offset by the absence of interest income on other receivable of approximately RM0.6 million
during the year, which mainly represented the accretion of interest recognised from our non-current
other receivables. Our other income and gains/(losses), net remained relatively stable at approximately
RM1.5 million for 6M2024 and approximately RM1.3 million for 6M2025.
Other operating expenses
Our other operating expenses mainly comprised staff costs and other miscellaneous operating
expenses. The table below sets forth a breakdown of our other operating expenses for the years/periods
indicated:
FY2023 FY2024 6M2024 6M2025
RM’000 % RM’000 % RM’000 % RM’000 %
(Unaudited)
Staff cost 3,348 35.5 4,478 38.6 2,582 40.8 2,481 40.2
Professional fees 716 7.6 1,051 9.0 383 6.0 460 7.5
Depreciation 887 9.4 1,004 8.6 481 7.6 582 9.4
Directors’ remuneration 758 8.0 991 8.5 545 8.7 668 10.8
V ehicle expenses 593 6.3 805 6.9 504 8.0 623 10.1
Repair and maintenance 435 4.6 380 3.3 93 1.5 75 1.2
Office supplies 363 3.9 356 3.1 82 1.3 96 1.6
Others 2,318 24.7 2,549 22.0 1,651 26.1 1,181 19.2
Total 9,418 100.0 11,614 100.0 6,321 100.0 6,166 100.0
Note: Others represent miscellaneous items include, among others, bank charges, entertainment and utilities expenses,
which individually represented approximately 5.0% or less of the total other operating expenses for the respective
year/period.
Our staff costs represent the salaries, bonus and benefits to our staff who engaged in the
administrative function of our Group, including general management personnel.
Our directors’ remuneration represents Directors’ salaries and other benefits, discretionary bonus
and retirement benefit scheme contributions.
Our professional fee mainly includes fees to legal advisers, auditors and other professional
advisers.
FINANCIAL INFORMA TION
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Our depreciation expenses represent the depreciation of the property, plant and equipment,
right-of-use assets and investment properties of our Group.
Our vehicle expenses represent the operating expenses in relation to the use of motor vehicles for
administrative purpose.
Our repair and maintenance expenses represent the costs incurred to repair and maintain our motor
vehicles and office.
Our offices suppliers represent the costs incurred for printing, stationery and office refreshment.
For FY2023, FY2024, 6M2024 and 6M2025, our other operating expenses amounted to
approximately RM9.4 million, RM11.6 million, RM6.3 million and RM6.2 million, respectively,
representing approximately 12.2%, 8.7%, 9.0% and 8.4% of our total revenue for the respective
corresponding financial years/periods, respectively. Our other operating expenses increased by
approximately 23.4% in FY2024 as compared to FY2023, mainly due to (i) the increase in staff cost of
approximately RM1.0 million as a result of increase in number of employees to support our business
growth; (ii) the increase in Directors’ remuneration of approximately RM0.2 million primarily
attributable adjustments to the salaries and benefits of our Directors; and (iii) the increase in
professional fees by approximately RM0.3 million mainly attributable to the increase in our legal and
audit fees incurred during the year. Our other operating expenses remained relatively stable at
approximately RM6.3 million for 6M2024 and approximately RM6.2 million for 6M2025 .
Provision for/reversal of impairment losses under expected credit loss model, net
Our Group recorded a net provision for impairment losses of approximately RM15.9 million for
FY2023, and a net reversal of impairment losses of approximately RM17.3 million for FY2024. Our
Group recorded a net reversal of impairment losses of approximately RM8.9 million for 6M2024, and a
net provision for impairment losses of approximately RM0.1 million for 6M2025.
The net provision for impairment losses for FY2023 was mainly attributable to the provision for
impairment losses on our contract assets of approximately RM10.0 million and RM8.8 million,
respectively, arisen from our Group’s claims of prolongation costs mainly as a result of the COVID-19
pandemic for Project JB15 and Project JB16 that were completed in 2021, the customer’s certification
of which was affected by the events beyond our control, including the unexpected extension of projects
that caused significant cost overruns, resulting long overdue contract assets. Taking into consideration
that the prolongation claims primarily comprised the additional costs incurred (i.e. subcontracting costs,
costs of construction materials and supplies, labour costs, etc.) due to the unexpected extension of
projects, which were of the same nature as other costs incurred for the projects prior to the unexpected
delay and fell under the contract terms and conditions of letters of award, our Directors are of the view
that the prolongation claims are legitimately made, and thus our Group was legally entitled to receive
such claims. As such, according to IFRS 15, such amounts of claims have been recognised as part of the
projects’ revenue during 2021.
FINANCIAL INFORMA TION
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During the course of audit of our Group’s financial information for FY2023, our Directors
understand that the same employer of Project JB15 and Project JB16 has yet to certify the prolongation
claims of all contractors involved, including those of our Group. Notwithstanding that the projects’
employer is a government-linked entity, it is noted that several legal proceedings had been filed by other
parties/contractors involved in the projects in FY2023 in relation to long overdue claims and payments.
Moreover, by the time of the finalisation of the audit of the FY2023 financial statements of our Group,
the final accounts certification of the two projects still remained outstanding. Based on the impairment
assessments conducted by our Directors and the independent valuer appointed by our Group, it is
considered that the likelihood of recovering such claims has become increasingly uncertain. As a result,
provision for impairment losses on the relevant contract assets shall be made for FY2023 in accordance
with IFRS 9.
In respect of the long lapse of time for customers to issue final accounts certification after the
completion of projects, according to CIC, (i) in the Malaysian civil engineering industry, it is not
uncommon for customers to issue statements of final account after a material interval following project
completion. This timing reflects the need to observe an operational proving or defects-liability period to
verify quality performance and confirm the works function as intended, as well as the time required to
consolidate and reconcile measurement records; and (ii) the duration for issuing final account
statements varies. In some cases, the closing of final accounts and the issuance of final statements have
been delayed for four to five years after completion.
A reversal of impairment losses on our trade receivables of approximately RM16.7 million was
made for FY2024, as a result of the settlement of a long-outstanding progress payment due from a major
customer, Bridgex, during the year, for which the provision of impairment loss was made in 2022, as a
result of the impairment assessment on the project, which upstream client of our customer (i.e. the
project’s employer) was in significant financial difficulty at the material time and being filed a winding
up petition. However, no trade receivables were collected as at the corresponding year end date. Such
event constituted an indicator of impairment. The outstanding trade receivables of approximately
RM16.7 million has been fully settled by Bridgex to our Group in FY2024. As a result, a reversal of
impairment losses should be made for FY2024 in accordance with IFRS 9. Bridgex confirmed that the
source of funding of the payment to our Group in FY2024 is independent from our Company and its
connected persons.
Listing expenses
Our Listing expenses comprised professional and other expenses in relation to the Listing. For
FY2023, FY2024, 6M2024 and 6M2025, our Listing expenses amounted to nil, nil, nil and
approximately RM4.8 million, respectively.
FINANCIAL INFORMA TION
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Finance costs
During the Track Record Period, our finance costs mainly comprised interest on bank borrowings
and interest expenses on lease liabilities. Our finance costs remained at relatively low levels of
approximately RM0.6 million, RM0.4 million, RM0.3 million and RM0.1 million, respectively, for
FY2023, FY2024, 6M2024 and 6M2025. The slight decrease in our finance costs during the Track
Record Period was mainly attributable to the combined effects of the decrease in interest on borrowings
and the increase in interest expenses on lease liabilities during the year/period.
Income tax expense
With the operation of our Group based in Malaysia, our Group is subject to income tax in
accordance with the relevant tax regulations of Malaysia. The Malaysia income tax is provided for at the
statutory tax rate of 24.0% on the estimated assessable taxable profits for each of the reporting period.
Under the current laws of the Cayman Islands and the BVI, our Group is not subject to any income
tax in the Cayman Islands and the BVI.
Income tax expense of our Group amounted to approximately RM1.4 million, RM7.1 million,
RM2.3 million and RM2.7 million for FY2023, FY2024, 6M2024 and 6M2025, respectively. While the
Group recognised loss before income tax for FY2023, the income tax expense of approximately RM1.4
million was attributable to the tax effect of (i) expense not deductible for tax purpose of approximately
RM0.5 million; and (ii) deductible temporary difference not recognised of approximately RM4.8
million. The income tax expense of our Group for FY2023, FY2024, 6M2024 and 6M2025
corresponded to effective tax rates of approximately -10.4%, 21.3%, 15.8% and 46.1%, which is
calculated based on the income tax expense divided by profit before tax for the respective year/period.
The relatively higher effective tax rate for 6M2025 was primarily attributable to the Listing expenses
incurred during the period that were not deductible for tax purpose of approximately RM1.2 million.
Our Directors confirmed that during the Track Record Period and up to the Latest Practicable
Date, our Group had fulfilled all of our income tax obligations and had no unresolved income tax issues
or disputes with the relevant tax authorities.
FINANCIAL INFORMA TION
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Net loss/profit and net loss/profit margins
As a result of the forgoing, our net loss of approximately RM14.5 million for FY2023 has been
turned around to a net profit of approximately RM26.2 million for FY2024, primarily attributable to the
increase in revenue and gross profit, and the net reversal of impairment losses recognised during the
year. Our Group recorded a net loss margin of approximately 18.8% for FY2023 and a net profit margin
of approximately 19.7% for FY2024. Our net profit decreased from approximately RM12.1 million for
6M2024 to approximately RM3.2 million for 6M2025, representing a decrease of approximately 73.6%.
Our net profit margin decreased from approximately 17.4% for 6M2024 to approximately 4.3% for
6M2025. Such decrease was mainly attributable to the combined effects of (i) the absence of net
reversal of impairment losses recognised for 6M2025; and (ii) the Listing expenses incurred for
6M2025, which were partially offset by the increase in our revenue and gross profit during the period.
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period, one of the principal sources of liquidity of our Group has been
our cash generated from our operations, where we generated net cash inflow from our operating
activities for each year during the Track Record Period. Our primary liquidity requirements are to
finance our working capital, and fund our capital expenditures and growth of our operations.
As at 31 December 2023, 2024 and 30 June 2025, our Group had cash and bank balances of
approximately RM22.7 million, RM23.2 million and RM17.6 million, respectively, which were
primarily held in RM. As at 31 December 2023, we recorded negative cash and cash equivalents of
approximately RM0.5 million, which was attributable to the deposits pledged to licensed banks as
securities for bank facilities of approximately RM18.4 million and the bank overdrafts of approximately
RM4.8 million. The placement of such deposit for the bank facilities was mainly a result of the
additional amount of pledged deposits required for banking facilities. As at 31 December 2024, our cash
and cash equivalents increased to approximately RM15.3 million, which was mainly attributable to the
withdrawal of deposits with licensed banks of approximately RM10.6 million and the repayment of
bank overdrafts of approximately RM4.8 million. As at 30 June 2025, our cash and cash equivalents
decreased to approximately RM9.1 million, which was mainly attributable to the deposits pledged to
licensed banks as securities for bank facilities of approximately RM8.5 million. Going forward, our
Group expects to continue to generate cash inflow from our operations as one of our principal sources of
liquidity, and we may use a portion of the net proceeds from the Share Offer to finance a portion of our
liquidity requirements. Please refer to the section headed “Future Plans and Use of Proceeds” in this
prospectus for details. Our Directors believe that, in the long term, our Group’s operations will be
funded by internal resources and, if necessary, bank borrowings.
FINANCIAL INFORMA TION
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The table below sets forth the combined statements of cash flows for the years/periods indicated:
FY2023 FY2024 6M2024 6M2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Net cash generated from/(used in)
operating activities 8,543 49,507 18,335 (3,480)
Net cash (used in)/generated from
investing activities (1,911) 10,331 (77) (383)
Net cash used in financing
activities (7,250) (44,027) (16,353) (2,379)
Net (decrease)/increase in cash
and cash equivalents (618) 15,811 1,905 (6,242)
Cash and cash equivalents at the
beginning of the year/period 135 (483) (483) 15,328
Cash and cash equivalents at the
end of the year/period (483) 15,328 1,422 9,086
Represented by:
Cash at bank and on hand 4,312 15,328 1,422 9,086
Deposits with licensed banks 18,394 7,824 18,319 8,507
Total cash and bank balances 22,706 23,152 19,741 17,593
Less:
– Bank overdrafts (4,795) – – –
– Deposit pledged to licensed
banks (18,394) (7,824) (18,319) (8,507)
Cash and cash equivalents at the
end of the year/period (483) 15,328 1,422 9,086
FINANCIAL INFORMA TION
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Net cash generated from/(used in) operating activities
Our net cash generated from operating activities principally consisted of profit or loss before tax
adjusted for non-cash items such as the provision for or reversal of impairment losses, change in fair
value of life insurance policy, depreciation of plant and equipment and right-of-use assets. We derive
our cash inflows from operating activities primarily from the receipt of progress payments from our
customers for the provision of our construction services. Our cash outflows used in operating activities
primarily include payments to subcontractors, suppliers, our workers and staff.
For FY2023, our net cash generated from operating activities was approximately RM8.5 million,
which is based on our loss before tax of approximately RM13.1 million, having mainly adjusted for (i)
the provision for impairment losses of approximately RM15.9 million; (ii) the interest income of RM1.0
million; (iii) the depreciation of right-of-use assets of approximately RM0.8 million; (iv) the finance
costs of approximately RM0.7 million; (v) the change in fair value of life insurance policy of
approximately RM0.5 million; and (vi) the depreciation of property, plant and equipment of
approximately RM0.4 million. The difference between the operating cash flows before working capital
changes and net cash flow generated from operating activities was mainly attributable to the combined
effects of (i) the decrease in trade receivables, prepayments and other receivables of approximately
RM8.5 million, mainly attributable to the settlement of trade receivables by our customers during the
year; (ii) the increase in trade payables, accruals and other payables of approximately RM6.3 million,
mainly attributable to the increase in subcontracting costs and costs of construction materials and
supplies incurred from our subcontractors and suppliers during the year; (iii) the increase in contract
assets of approximately RM7.7 million, mainly attributable to the increase in unbilled revenue derived
from work done of our Group yet to be certified by our customers during the year; and (iv) the income
tax paid of approximately RM2.6 million.
For FY2024, our net cash generated from operating activities was approximately RM49.5 million,
which is based on our profit before tax of approximately RM33.3 million, having mainly adjusted for (i)
the reversal of impairment losses of approximately RM17.3 million; (ii) depreciation of right-of-use
assets of approximately RM0.8 million; (iii) the finance cost of approximately RM0.6 million; (iv) the
interest income of approximately RM0.4 million; and (v) the depreciation of property, plant and
equipment of approximately RM0.3 million. The difference between the operating cash flows before
working capital changes and net cash flow generated from operating activities was mainly attributable
to the combined effects of (i) the decrease in contract assets of approximately RM15.6 million, mainly
attributable to the decrease in our retention receivables and unbilled revenue; (ii) the increase in trade
payables, accruals and other payables of approximately RM10.9 million, mainly attributable to the
increase in subcontracting costs and costs of construction materials and supplies incurred from our
subcontractors and suppliers during the year; (iii) the decrease in trade receivables, prepayments and
other receivables of approximately RM5.2 million, mainly attributable to the refund of deposit from our
customer under other receivables during FY2023, arisen from the project that we and the customer
mutually decided not to proceed due to their commercial concerns; and (iv) income tax paid of
approximately RM2.2 million.
FINANCIAL INFORMA TION
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For 6M2025, our net cash used in operating activities was approximately RM3.5 million, which is
based on our profit before tax of approximately RM5.9 million, having mainly adjusted for (i)
depreciation of right-of-use assets of approximately RM0.7 million; (ii) the gain on disposals of
property, plant and equipment of approximately RM0.2 million; (iii) the finance cost of approximately
RM0.2 million; (iv) the net reversal of impairment losses of approximately RM0.1 million; and (v) the
depreciation of property, plant and equipment of approximately RM0.1 million. The difference between
the operating cash flows before working capital changes and net cash flow used in operating activities
was mainly attributable to the combined effects of (i) the increase in contract assets to approximately
RM36.7 million, mainly attributable to the increase in our unbilled revenue and retention receivables;
(ii) the decrease in trade receivables, prepayments and other receivables to approximately RM27.5
million, mainly attributable to the decrease in contract assets being certified by customers and
transferred to trade receivables, primarily arisen from Project JB27 and Project JB28, as the customers
adopted a more prudent approach to conduct conservative assessments of the significant work
completed by our Group during the main execution phase of the projects, which require extended time
to provide certifications; and (iii) income tax paid of approximately RM1.9 million.
Our Group has implemented and will continue strengthen the following measures to improve our
net operating cash outflow position. Our Group will focus on enhancing revenue generation through
securing more large-scale transportation infrastructure engineering projects in both Peninsular Malaysia
and East Malaysia which allow for longer-term cash flow visibility. Our Group optimises working
capital in a continuous manner by managing material costs, staff costs and subcontracting fees and
streamlining accounts receivable, and controlling operating expenses by cutting unnecessary costs and
negotiating better terms with suppliers. Additionally, our Group prepares monthly financial report to
monitor performance and working capital sufficiency on a timely manner. Further, we have put in place
policies to manage collection of trade receivables and unbilled revenue including: (i) monitoring and
regularly updating the status and amount of funds received for each bill; (ii) compiling trade receivable
ageing report on a monthly basis; (iii) reporting to head of contract in respect of bills that remain
outstanding for over 90 days and to closely follow up with customers for settlement of the outstanding
bills; and (iv) reporting to our executive Directors the reasons for bills that remain outstanding for over
180 days and issuing letter of demand and/or initiating legal action at management’s judgement.
Net cash (used in)/generated from investing activities
Our cash flows used in or generated from investing activities primarily consisted of (i) the
placement or withdrawals of deposit pledged to licensed banks; (ii) purchases of property, plant and
equipment; (iii) interest received from short-term deposit; (iv) proceeds from disposal of property, plant
and equipment; and (v) payments on additions of right-of-use assets.
For FY2023, our net cash used in investing activities was approximately RM1.9 million, which
was primarily as a result of (i) the placement of deposit pledged to licensed banks of approximately
RM2.0 million; and (ii) purchases of property, plant and equipment of approximately RM0.4 million,
being partially offset by (i) interest received from short-term deposit of approximately RM0.4 million;
and (ii) proceeds from disposal of property, plant and equipment of approximately RM0.1 million.
FINANCIAL INFORMA TION
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For FY2024, our net cash generated from investing activities was approximately RM10.3 million,
which was primarily as a result of (i) the withdrawals of deposit pledged to licensed banks of
approximately RM10.6 million; and (ii) interest received from short-term deposit of approximately
RM0.4 million, being partially offset by (i) purchases of property, plant and equipment of
approximately RM0.5 million; and (ii) payments on additions of right-of-use assets of approximately
RM0.1 million.
For 6M2025, our net cash used in investing activities was approximately RM0.4 million, which
was primarily as a result of (i) the placements of deposit pledged to licensed banks of approximately
RM0.7 million; (ii) purchases of property, plant and equipment of approximately RM0.1 million; and
(iii) payments on additions of right-of-use assets of approximately RM86,000, being partially offset by
(i) the proceed from disposal of investment properties of approximately RM0.3 million; (ii) the proceed
from disposal of property, plant and equipment of approximately RM0.2 million; and (iii) interest
received from short-term deposit of approximately RM89,000.
Net cash used in financing activities
Our cash flows used in financing activities primarily consisted of (i) dividend payment; (ii)
repayment of borrowings; (iii) payment of capital element of lease liabilities; and (iv) interest payment.
For FY2023, our net cash used in financing activities was approximately RM7.3 million, which
was primarily due to (i) the dividend paid of RM5.0 million; (ii) the repayment of borrowings of
approximately RM0.9 million; (iii) the payment of capital element of lease liabilities of approximately
RM0.6 million; and (iv) the interest paid of approximately RM0.6 million.
For FY2024, our net cash used in financing activities was approximately RM44.0 million, which
was primarily due to (i) the dividend paid of RM41.0 million; (ii) the repayment of borrowings of
approximately RM1.6 million; (iii) the payment of capital element of lease liabilities of approximately
RM0.8 million; and (iv) the interest paid of approximately RM0.4 million.
For 6M2025, our net cash used in financing activities was approximately RM2.4 million, which
was primarily due to (i) the prepaid listing expenses relating to new shares to be issued of
approximately RM0.9 million; (ii) the repayment of borrowings of approximately RM0.8 million; and
(iii) the payment of capital element of lease liabilities of approximately RM0.6 million.
FINANCIAL INFORMA TION
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NET CURRENT ASSETS AND SELECTED ITEMS OF COMBINED STATEMENTS OF
FINANCIAL POSITION
The table below sets forth our current assets and current liabilities as at the dates indicated:
As at 31 December
As at
30 June
As at
31 October
2023 2024 2025 2025
RM’000 RM’000 RM’000 RM’000
(unaudited)
Current assets
Trade receivables, prepayments
and other receivables 26,201 38,258 14,639 17,642
Contract assets 48,489 32,928 69,361 83,526
Current tax assets 305 − – −
Cash and bank balances 22,706 23,152 17,593 11,122
97,701 94,338 101,593 112,290
Current liabilities
Trade payables, accruals and other
payables 37,938 43,812 43,563 50,952
Contract liabilities – 2,562 4,291 3,734
Borrowings, secured 7,007 1,190 614 614
Lease liabilities 660 991 1,249 1,086
Current tax liabilities – 1,833 2,711 94
45,605 50,388 52,428 56,480
Net current assets 52,096 43,950 49,165 55,810
Our net current assets decreased from approximately RM52.1 million as at 31 December 2023 to
approximately RM44.0 million as at 31 December 2024. Such decrease was primarily attributable to (i)
the decrease in contract assets of approximately RM15.6 million; and (ii) the increase in trade payables,
accruals and other payables of approximately RM5.9 million, which were partially offset by (i) the
increase in trade receivables, prepayments and other receivables of approximately RM12.1 million; and
(ii) the decrease in borrowings, secured of approximately RM5.8 million.
FINANCIAL INFORMA TION
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Our net current assets increased from approximately RM44.0 million as at 31 December 2024 to
approximately RM49.2 million as at 30 June 2025. Such increase was primarily attributable to the
combined effects of the increase in contract assets of approximately RM36.4 million, which were
partially offset by (i) the decrease in trade receivables, prepayments and other receivables of
approximately RM23.6 million; (ii) the decrease in cash and bank balances of approximately RM5.6
million; (iii) the increase in contract liabilities of approximately RM1.7 million; and (iv) the increase in
current tax liabilities of approximately RM0.9 million.
Based on the unaudited combined management accounts of our Group, our net current assets
increased from approximately RM49.2 million as at 30 June 2025 to approximately RM55.8 million as
at 31 October 2025, primarily attributable to the combined effects of (i) the increase in contract assets
of approximately RM14.2 million; (ii) the increase in trade receivables, prepayments and other
receivables of approximately RM3.0 million; and (iii) the decrease in current tax liabilities of
approximately RM2.6 million, which were partially offset by (i) the increase in trade payables, accruals
and other payables of approximately RM7.4 million; and (ii) the decrease in cash and cash balances of
approximately RM6.5 million.
DESCRIPTION AND ANALYSIS OF SELECTED ITEMS OF OUR COMBINED STATEMENTS
OF FINANCIAL POSITION
Investment properties
Our investment properties amounted to approximately RM7.4 million, RM7.3 million and RM4.8
million as at 31 December 2023, 2024 and 30 June 2025, respectively. Our investment properties
comprise properties held for long term rental yields and/or for capital appreciation. We generated rental
income of RM7,000 and RM5,000 from one of our investment properties for FY2024 and 6M2025,
where the other properties remained vacant and our Group has been in the process of identifying
suitable purchasers. On 22 April 2025, we disposed of one unit o f a 2 ½-storey semi-detached house for
a cash consideration of RM2.5 million, resulted in a gain of approximately RM50,000. Please refer to
note 35 to the Accountants’ Report in Appendix I to this prospectus for event of our Group which took
place subsequent to 30 June 2025.
Investment in a life insurance policy
On 31 December 2022, our Group entered into a 7-year key man life insurance policy with
investment component with an insurance company in respect of Datuk Tan’s life with sum assured of
RM7.0 million. The beneficiary and policy holder are BBSB Holdings, an wholly owned subsidiary of
our Company and our Group has paid the total contribution of approximately RM4.1 million at the
inception of the policy. The Group initially recognised the policy at contribution paid and subsequently
remeasured at fair value at each reporting period.
As at 31 December 2023, 2024 and 30 June 2025, the balance of the fair value of the investment in
the life insurance policy was approximately RM3.6 million, RM3.6 million and RM3.6 million,
respectively.
FINANCIAL INFORMA TION
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Trade receivables, prepayments and other receivables
The following table sets forth a breakdown of our trade receivables, prepayments and other
receivables as of the dates indicated:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Trade receivables 37,999 38,527 5,956
Less: Impairment losses (18,169) (1,473) (1,135)
19,830 37,054 4,821
Other receivables and deposits
Consideration receivable from disposal
of an investments property – – 2,250
Other receivables and deposits 5,704 19 5,355
Deposits 1,346 1,307 1,035
Less: Impairment losses (692) (135) (409)
6,358 1,191 8,231
Prepayments 13 13 33
Deferred listing expenses – – 1,554
13 13 1,587
Total 26,201 38,258 14,639
Trade receivables
Our trade receivables represent the amounts receivable from customers, net of any identified
impairment losses. Such receivables were primarily derived from our provision of bridge engineering
works and flood mitigation works. Our Group typically submits monthly payment applications to our
customers detailing the value of our work done in the preceding month, subject to a credit period of
approximately 30 to 45 days from the date of certification in general.
FINANCIAL INFORMA TION
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Under normal circumstances, changes in trade receivables were primarily driven by the actual
progress of the projects, certification of work done, progress payments and settlement of our customers.
Our trade receivables increased from approximately RM19.8 million as at 31 December 2023 to
approximately RM37.1 million as at 31 December 2024. Such increase was mainly attributable to (i) the
decrease in the net provision of impairment losses due to the absence of the impairment loss recognised
on trade receivables being a long-outstanding progress payment due from a major customer, Bridgex, of
approximately RM18.2 million as at 31 December 2023; and (ii) the progress payments receivables
from customers in respect of notable projects, namely Project JB27 and Project JB28, which generated
substantial revenue during FY2024. Our trade receivables decreased from approximately RM37.1
million as at 31 December 2024 to approximately RM4.8 million as at 30 June 2025. Such decrease was
mainly attributable to (i) the settlement of outstanding trade receivables from Bridgex during 6M2025;
and (ii) the decrease in contract assets being certified by customers and transferred to trade receivables
during 6M2025, as the customers adopted a more prudent approach to conduct conservative assessments
of the significant work completed by our Group for Project JB27 and Project JB28, which require
extended time to provide certifications.
The table below sets forth an ageing analysis of our trade receivables, net of any identified
impairment losses, based on the date:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Current 5,181 31,995 45
Within one year past due 4,786 4,672 4,776
In the first to second year past due 5,059 90 –
In the second to third year past due 13 285 –
In the third to fourth year past due 4,778 10 –
In the fourth to fifth year past due 13 2 –
After five years − − –
19,830 37,054 4,821
We have in place internal policies to manage collection of trade receivables and unbilled revenue
including: (i) monitoring and regularly updating the status and amount of funds received for each bill;
(ii) compiling trade receivable ageing report on a monthly basis; (iii) reporting to head of contract in
respect of bills that remain outstanding for over 90 days and to closely follow up with customers for
settlement of the outstanding bills; and (iv) reporting to our executive Directors the reasons for bills that
remain outstanding for over 180 days and issuing letter of demand and/or initiating legal action based
on management’s judgement.
FINANCIAL INFORMA TION
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Our Group adopts policy for impairment losses on trade receivables based on an evaluation of the
ageing analysis and collectability of our trade receivables. We use judgement in making these
assumptions and selecting the inputs to the impairment calculation, based on our Group’s historical
credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment which may impact the debtors’ ability to repay the outstanding balances in order to
estimate the expected credit losses for the impairment loss allowance. Our management closely
monitors the trade receivables and any overdue balances on an ongoing basis and assessments are made
by the management on the collectability of overdue balances.
As at 31 December 2023, our trade receivables were not secured by any collaterals and were not
subject to significant risk of concentration, except for amounts due from Bridgex, constituting
approximately 51.0% of our total trade and other receivables (excluding prepayments).
As at 31 December 2024, our trade receivables were not secured by any collaterals and were not
subject to significant risk of concentration, except for trade receivables from two customers,
constituting approximately 71.5% of our total trade and other receivables (excluding prepayments).
As at 30 June 2025, our trade receivables were not secured by any collaterals and were not subject
to significant risk of concentration, except for trade receivables from Bridgex, constituting
approximately 37.9% of our total trade and other receivables (excluding prepayments). As at the Latest
Practicable Date, approximately 81.5% of our trade receivables as at 30 June 2025 were subsequently
settled. Our Group has not experienced any material default of the settlement of our trade receivables
during the Track Record Period.
The table below sets forth the turnover days of our trade receivables during the periods indicated:
FY2023 FY2024 6M2025
Trade receivables’ turnover days (Note) 108.7 78.1 51.8
Note: The number of trade receivables turnover days is calculated using the average balance of trade receivables divided
by total revenue for the relevant period and multiplied by 365 days/183 days in the relevant year/period. Average
balance of trade receivables is calculated as the sum of the beginning and the ending balance for the relevant
year/period, divided by two.
Our trade receivables’ turnover days were approximately 108.7 days, 78.1 days and 51.8 days for
FY2023, FY2024 and 6M2025, respectively. The relatively higher trade receivables’ turnover days for
FY2023 was mainly attributable to the relatively higher beginning balance of our trade receivables for
FY2023 due to the delay in payments from our customers, which were subsequently settled during
FY2024. Our trade receivables’ turnover days decreased to approximately 51.8 days for 6M2025, which
was primarily due to the relatively low level of trade receivables as at 30 June 2025, mainly attributable
to (i) the settlement of outstanding trade receivables from Bridgex during 6M2025; and (ii) the decrease
in contract assets being certified by customers and transferred to trade receivables during 6M2025.
FINANCIAL INFORMA TION
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Other receivables and prepayments
Our other receivables and prepayments mainly comprised rental deposits, utilities deposits and
prepayments of miscellaneous expenses. Our other receivables and deposits decreased from
approximately RM5.7 million as at 31 December 2023 to approximately RM19,000 as at 31 December
2024, then increased to approximately RM5.4 million as at 30 June 2025, mainly attributable to the
changes in the amount of consideration receivable from suppliers during the year/period.
Contract assets and contract liabilities
Contract assets
Our contracts assets primarily represent our Group’s rights to considerations from our customers
for the provision of our construction services. Our contract assets represent: (i) unbilled revenue, which
arise when our Group has performed our works under the relevant contracts but the works have yet to be
certified by the quantity surveyors or other representatives appointed by our customers and/or our
Group’s right to payment is still conditional on factors other than passage of time; and (ii) retention
receivables, which arise when our customers withhold certain amounts payable to our Group as
retention money to assume the services performed by us comply with the agreed upon specification, for
a period of up to 24 months after practical completion of a contract (defects liability period). Any
amount previously recognised as a contract asset is reclassified to trade receivables at the point when
our Group’s right to payment becomes unconditional other than passage of time.
The following table sets forth a breakdown of our contract assets as of the dates indicated:
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
Contract assets arising from:
Construction services
– Unbilled revenue 51,267 47,011 80,260
– Retention receivables 18,412 7,070 10,492
Less: Impairment losses (21,190) (21,153) (21,391)
48,489 32,928 69,361
Please refer to note 21 to the Accountants’ Report in Appendix I to this prospectus for further
details of our contract assets.
FINANCIAL INFORMA TION
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Our contract assets are generally affected by numerous factors, including, (i) the total number of
our projects; (ii) the total contract sum of our projects; (iii) the progress of our projects; (vi) the amount
of completed work done by our Group at the time close to the end of each reporting period, estimated by
the total budgeted costs and the actual costs incurred to date for the projects; (v) the point of time our
customers certify our application of progress payments, which may vary from time to time; (vi) the
value of work done certified by our customers; and (vii) depending on the contract terms, half of the
retention money held by our customers may only be released to us upon practical completion of a
project and the remaining half is generally released to us after the expiry of the defects liability period
or upon receiving the certificate of making good defects.
Our contract assets amounted to approximately RM48.5 million as at 31 December 2023 and
approximately RM32.9 million as at 31 December 2024. Such decrease was mainly attributable to the
decrease in retention receivables and unbilled revenue during the year. As at 30 June 2025, our contract
assets increased to approximately RM69.4 million, mainly attributable to the increase in unbilled
revenue and retention receivables during the period.
Our retention receivables decreased from approximately RM18.4 million as at 31 December 2023
to approximately RM7.1 million as at 31 December 2024, mainly attributable to the release of retention
money of completed project by our customer during FY2024. As at 30 June 2025, our retention
receivables increased to approximately RM10.5 million, mainly attributable to the increase in retention
money for Project JB28 and Project JB29.
Our unbilled revenue decreased from approximately RM51.3 million as at 31 December 2023 to
approximately RM47.0 million as at 31 December 2024, mainly attributable to more of our Group’s
work done being certified by our customers during FY2024, in particular, in Project JB15, Project JB30
and Project JB31. As at 30 June 2025, our unbilled revenue increased to approximately RM80.3 million,
mainly attributable to the increase in unbilled revenue for Project JB27 of approximately RM25.4
million and Project JB28 of approximately RM34.8 million, as the customers adopted a more prudent
approach to conduct conservative assessments of the significant work completed by our Group during
the main execution phase of the projects, which require extended time to provide certifications.
The table below sets forth an ageing analysis of our unbilled revenue, net of any identified
impairment losses, based on the date of recognition:
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within one year 31,011 26,783 59,814
31,011 26,783 59,814
FINANCIAL INFORMA TION
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The table below sets forth an ageing analysis of our retention receivables, net of any identified
impairment losses, based on the expected date of release:
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within one year 15,025 2,153 2,156
In the first to second year 2,093 − −
In the second to third year − − −
In the third to fourth year − 1,369 7,391
In the fourth to fifth year 360 2,623 −
17,478 6,145 9,547
The retention receivables with expected timing of release of over three years arisen from our
ongoing projects, being Project JB28, Project JB29 and Project JB31, which are expected to complete in
June 2027, November 2028 and April 2027, respectively, resulting in the long-aged retention
receivables.
The table below sets forth the turnover days of our trade receivables and contract assets (excluding
retention receivables), during the periods indicated:
FY2023 FY2024 6M2025
Trade receivables’ and contract assets
(excluding retention receivables)
turnover days 286.5 157.4 158.9
Note: The number of trade receivables and contract assets (excluding retention receivables) turnover days is calculated
using the average balance of trade receivables plus contract assets minus retention receivables and after allowance
for doubtful debts/credit losses, divided by total revenue for the relevant period and multiplied by 365 days/183
days in the relevant year/period. Average balance of trade receivables and contract assets excluding retention
receivables is calculated as the sum of the beginning and the ending balance for the relevant year/period, divided by
two.
Our trade receivables’ and contract assets (excluding retention receivables) turnover days were
approximately 286.5 days, 157.4 days and 158.9 days for FY2023, FY2024 and 6M2025, respectively,
which shared a similar trend as our trade receivables’ turnover days during the periods. The relatively
higher trade receivables’ and contract assets (excluding retention receivables) turnover days for FY2023
was mainly attributable to the relatively higher amount of contract assets (excluding retention
receivables) as at 31 December 2022, primarily arisen from our Group’s claims of prolongation costs for
projects completed in 2021, which was subsequently impaired by approximately RM18.8 million in
FY2023, resulting in a relatively lower level of contract assets (excluding retention receivables) as at 31
December 2024. As at 30 June 2025, our trade receivables’ and contract assets (excluding retention
receivables) turnover days remained relatively stable at approximately 158.9 days.
FINANCIAL INFORMA TION
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As at the Latest Practicable Date, approximately 75.5% of our contract assets (unbilled revenue)
as at 30 June 2025 had been subsequently certified by our customers. In particular, as at the Latest
Practicable Date, approximately 51.2% and 93.3% of the unbilled revenue for Project JB27 and Project
JB28 as at 30 June 2025 had been subsequently certified by our customers.
Contract liabilities
Our Group requires certain customers to provide advance payment of not exceeding 25% of total
contract sum, subject to a cap of RM10 million. The deposit received by our Group before the project
commences will give rise to contract liabilities at the start of a contract, until the revenue recognised on
the specific contract exceeds the amount received.
The following table sets forth a breakdown of our contract liabilities as of the dates indicated:
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
Contract liabilities arising from
construction service – (2,562) (4,291)
Our contract liabilities amounted to nil, approximately RM2.6 million and RM4.3 million as at 31
December 2023 and 2024 and 30 June 2025, respectively. The contract liabilities as at 31 December
2024 and 30 June 2025 was mainly attributable to (i) the advance payment received from our customer,
which was the main contractor in a government project; (ii) the receipt in advance of services arisen
from the excess amount of work done certified by a customer during the period.
As at the Latest Practicable Date, approximately 55.1% of our contract liabilities as at 30 June
2025 had been subsequently recognised as revenue. In particular, as at the Latest Practicable Date,
approximately 57.8% of contract liabilities for Project JB29 and approximately 52.2% of contract
liabilities for Project JB31 as at 30 June 2025 had been subsequently recognised as revenue.
Current tax assets and liabilities
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the relevant periods, taking into consideration interpretations and
practices prevailing in the countries in which our Group operates. Our Group recorded current tax assets
of approximately RM0.3 million, nil and nil as at 31 December 2023 and 2024 and 30 June 2025,
respectively. Our Group recorded current tax liabilities of nil, approximately RM1.8 million and RM2.7
million as at 31 December 2023 and 2024 and 30 June 2025, respectively.
FINANCIAL INFORMA TION
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Cash and bank balances
As at 31 December 2023 and 2024 and 30 June 2025, our cash and bank balances amounted to
approximately RM22.7 million, RM23.2 million and RM17.6 million, respectively. Among which,
deposits with licensed banks of approximately RM18.4 million, RM7.8 million and RM8.5 million were
pledged to licensed banks as securities for bank facilities as at 31 December 2023 and 2024 and 30 June
2025, respectively.
Trade payables, accruals and other payables
The following table sets forth the breakdown of our trade payables, accruals and other payables as
at the dates indicated:
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
Trade payables
Third parties 15,743 24,997 22,368
A related party 100 – −
Retention payables 15,601 17,055 17,115
31,444 42,052 39,483
Other payables and accruals
Third parties 607 751 576
Directors 45 48 112
Deposits – 2 2
Accrued staff costs 596 711 820
Accrued listing expenses – – 2,557
Other accruals 207 239 –
Other tax and levy payables 39 9 13
Dividend payable 5,000 – −
6,494 1,760 4,080
Total 37,938 43,812 43,563
FINANCIAL INFORMA TION
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Trade payables
Our trade payables mainly represent (i) the payables to our subcontractors and suppliers; and (ii)
the retention payables, which represent the retention money withheld by our Group from the process
payments to our subcontractors. We normally hold approximately 10% of each monthly payment made
to subcontractors as retention money. The accumulated retention money for each subcontracting
agreement would not exceed 5% of the total sub-contract sum.
Our trade payables increased from approximately RM31.4 million as at 31 December 2023 to
approximately RM42.1 million as at 31 December 2024, mainly attributable to the increase in our trade
payables to third parties. Such increase in trade payables to third parties was generally in line with the
increase in subcontracting costs and costs of construction materials and supplies incurred from our
subcontractors and suppliers for our ongoing projects during FY2024. As at 30 June 2025, our trade
payables decreased to approximately RM39.5 million, which was generally in line with the decrease in
subcontracting costs during 6M2025.
The table below sets forth an ageing analysis of our trade payables as at the end of each of the
reporting period, based on the invoice dates, are as follows:
As at 31 December As at 30 June
2023 2024 2025
RM’000 RM’000 RM’000
0 to 90 days 29,407 36,683 38,100
91 to 180 days 499 4,302 469
181 to 365 days 164 68 162
Over 365 days 1,374 999 752
Total 31,444 42,052 39,483
As at the Latest Practicable Date, approximately 52.8% of our trade payables as at 30 June 2025
had been subsequently settled. As at the Latest Practicable Date, approximately 91.0% of our trade
payables (excluding retention payables) as at 30 June 2025 had been subsequently settled. Our Group
had not experienced any material default of the settlement of our trade payables during the Track
Record Period.
FINANCIAL INFORMA TION
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The table below sets forth the turnover days of our trade payables (excluding retention payables)
during the periods indicated:
FY2023 FY2024 6M2025
Trade payables’ (excluding retention
payables) turnover days (Note) 72.1 69.4 74.5
Note: The number of trade payables’ (excluding retention payables) turnover days is calculated using the average balance
of trade payables minus retention payables divided by total cost of services for the relevant period and multiplied
by 365 days/183 days in the relevant year/period. Average balance of trade payables excluding retention payables is
calculated as the sum of the beginning and the ending balance for the relevant year/period, divided by two.
Our trade payables’ turnover days remained relatively stable of approximately 72.1 days, 69.4
days and 74.5 days for FY2023, FY2024 and 6M2025, respectively.
Other payables and accruals
Our other payables and accruals mainly comprised other payables to third parties, accrued
employee benefits and other accruals. As at 31 December 2023 and 2024, our other payables and
accruals amounted to approximately RM6.5 million and RM1.8 million, respectively. Such decrease was
mainly attributable to the absence of dividend payable as at 31 December 2024 as compared to the
dividend payable of RM5.0 million as at 31 December 2023. As at 30 June 2025, our other payables and
accruals increased to approximately RM4.1 million, mainly attributable to the accrued listing expenses
of approximately RM2.6 million. Other payables to a Director as at 31 December 2023, 2024 and 30
June 2025 represented the disbursement claim from Datuk Tan, which were non-trade in nature and were
generally reimbursed by our Group on a monthly basis.
INDEBTEDNESS
The following table sets forth the indebtedness of our Group as at the dates indicated.
As at 31 December
As at
30 June
As at
31 October
2023 2024 2025 2025
RM’000 RM’000 RM’000 RM’000
(unaudited)
Borrowings, secured 10,126 3,695 2,812 2,607
Lease liabilities 1,897 2,933 3,230 2,652
Amount due to a Director 45 48 112 20
12,068 6,676 6,154 5,279
FINANCIAL INFORMA TION
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Borrowings, secured
As at 31 December 2023, 2024, 30 June 2025 and 31 October 2025, our Group’s borrowings
amounted to approximately RM10.1 million, RM3.7 million, RM2.8 million and RM2.6 million,
respectively. The table below sets forth the breakdown of our borrowings as of the dates indicated:
As at 31 December
As at
30 June
As at
31 October
2023 2024 2025 2025
RM’000 RM’000 RM’000 RM’000
(unaudited)
Bank overdrafts 4,795 – − –
Banker acceptances 1,513 485 − –
Term loan 3,733 3,119 2,812 2,607
Financial guarantee contracts 85 91 − –
10,126 3,695 2,812 2,607
Less: Amounts due over one year
shown under non-current
liabilities (3,119) (2,505) (2,198) (1,993)
Amounts due shown under
current liabilities 7,007 1,190 614 614
The table below sets forth the maturity profile of our term loan based on contractual repayment
date:
As at 31 December
As at
30 June
As at
31 October
2023 2024 2025 2025
RM’000 RM’000 RM’000 RM’000
(unaudited)
Within 1 year 614 614 614 614
In the second year 614 614 614 614
In the third to fifth year 1,842 1,842 1,584 1,379
After five years 663 49 − –
Total carrying amount of term loan 3,733 3,119 2,812 2,607
FINANCIAL INFORMA TION
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As at 31 December 2023 and 2024, our borrowings comprised bank overdrafts, banker
acceptances, term loan and financial guarantee contracts. As at 30 June 2025 and 31 October 2025, our
borrowings only comprised term loan.
Our bank overdrafts amounted to approximately RM4.8 million, nil, nil and nil, respectively, as at
31 December 2023, 2024, 30 June 2025 and 31 October 2025. The weighted average effective interest
rates per annum of bank overdrafts were approximately 7.85% as at 31 December 2023.
Our banker acceptance amounted to approximately RM1.5 million, RM0.5 million, nil and nil,
respectively, as at 31 December 2023, 2024, 30 June 2025 and 31 October 2025. The weighted average
effective interest rates per annum of our banker acceptance was approximately 5.15% as at 31 December
2023 and 2024, respectively.
Our term loan amounted to approximately RM3.7 million, RM3.1 million, RM2.8 million and
RM2.6 million, respectively, as at 31 December 2023, 2024, 30 June 2025 and 31 October 2025. The
weighted average effective interest rates per annum of our banker acceptance was approximately 4.74%,
4.85%, 4.82% and 4.22% as at 31 December 2023, 2024, 30 June 2025 and 31 October 2025,
respectively.
Our financial guarantee contracts amounted to approximately RM85,000, RM91,000, nil and nil,
respectively, as at 31 December 2023, 2024, 30 June 2025 and 31 October 2025. Our Group has
provided financial guarantees to banks in respect of the banking facilities granted to related parties,
which are not secured by any specific assets of our Group. Such banking facilities were granted to two
investment holding companies wholly owned by Datuk Tan and Datin Pan, being our Controlling
Shareholders. As at the Latest Practicable Date, all corporate guarantees provided by our Group to
related parties in the financial guarantee contracts had been released.
Our borrowings are secured by (i) third party legal charge over the properties belonging to a
related party and Directors; (ii) deposits with licensed banks of the Company of approximately RM18.4
million, RM7.8 million and RM8.5 million were pledged to licensed banks as securities for bank
facilities as at 31 December 2023 and 2024 and 30 June 2025, respectively; (iii) a key man insurance
policy in respect of a Director’s life with sum assured of RM7,000,000; (iv) deed of assignment of
contract proceeds; and (v) the guarantee jointly and severally provided by the Directors. Please refer to
note 25 to the Accountants’ Report in Appendix I to this prospectus for further details of our
borrowings.
As at 31 December 2023, 2024, 30 June 2025 and 31 October 2025, our Group had unutilised
banking facilities of approximately RM96.4 million, RM111.7 million, RM113.0 million and RM117.4
million, respectively.
FINANCIAL INFORMA TION
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During the Track Record Period, personal guarantees have been provided by our Controlling
Shareholders for obtaining bank and hire purchase facilities used by our Group. As at the Latest
Practicable Date, our Group had obtained the consent letters from some of the relevant banks and the
financial institution to release certain personal guarantees provided by our Controlling Shareholders by
substituting with our corporate guarantee upon the Listing. However, we are still awaiting such consent
to release from one bank, and the outstanding amount of such facilities amounted to approximately
RM0.7 million as at the Latest Practicable Date. In the event that we are unable to obtain such consent
prior to the Listing, we will fully settle the relevant outstanding amount using our Group’s internal
resources such that the guarantees provided by our Controlling Shareholders will be released
accordingly. Our Directors will ensure that all guarantees provided by our Controlling Shareholders will
be released upon the Listing.
Lease liabilities
Our Group has lease contracts for various items of properties used in our projects and daily
operations, including site offices and staff rest area. Lease liabilities are recognised at the present value
of the lease payments that are not paid at the date of commencement of the lease.
As at 31 December 2023, 2024, 30 June 2025 and 31 October 2025, our lease liabilities amounted
to approximately RM1.9 million, RM2.9 million, RM3.2 million and RM2.7 million, respectively.
Amount due to a Director
As at 31 December 2023, 2024, 30 June 2025 and 31 October 2025, our amount due to a Director
amounted to approximately RM45,000, RM48,000, RM112,000 and RM20,000, respectively. Such
amount due to a Director represent the disbursement claim from Datuk Tan, our executive Director for
petty expenses pending reimbursement, which were non-trade in nature and were generally reimbursed
by our Group on a monthly basis, and will be settled prior to the Listing.
Contingent liabilities and guarantee bond
As at December 2023 and 2024 and 30 June 2025, our Group provided two, two and two
guarantees to a bank, respectively. As at 31 December 2023 and 2024 and 30 June 2025, guarantee
bonds of approximately RM47.1 million, RM29.4 million and RM29.4 million, respectively, were given
by a bank in favour of our customers as security for the due performance and observance of our
obligation under the contract entered into between our Group and our customers. If we fail to provide
satisfactory performance to our customers to whom the guarantee bond has been given, our customers
may demand the bank to pay to them the sum or sums stipulated in such demand. We will then become
liable to compensate the bank accordingly. Our guarantee bonds will be released upon completion of the
contract works for our customers.
FINANCIAL INFORMA TION
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Our Directors are of the opinion that the guarantee bonds amounts of approximately RM47.1
million, RM29.4 million and RM29.4 million as at 31 December 2023, 2024 and 30 June 2025,
respectively, were the maximum exposure to our Group and it is highly probable that the bank would not
claim our Group for losses in respect of the guarantee contracts as it is highly probable that our Group
will fulfil the performance requirements of the relevant contract.
Save as disclosed above, as at the Latest Practicable Date, our Group has no other contingent
liabilities.
Save as disclosed above, as at 31 October 2025, being the latest practicable date for the
preparation of this indebtedness statement in this prospectus, we did not have any other outstanding
mortgages, charges, pledges, debentures, loan capital, bank loans and overdrafts, debt securities or other
similar indebtedness, leases liabilities or leases commitments, liabilities under acceptances (other than
normal trade bills) or acceptance credits, guarantees or any material contingent liabilities. Our Directors
confirmed that we had neither experienced any difficulties in obtaining or repaying, nor breached any
major covenant or restriction of our bank loans or other bank facilities during the Track Record Period.
As at the Latest Practicable Date, there are no material covenant related to our outstanding debts that
would materially limit our ability to undertake additional debt or equity financing. Our Directors
confirmed that since 31 October 2025 and up to the Latest Practicable Date, there has been no material
change in the above indebtedness statement.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
During the Track Record Period and up to the Latest Practicable Date, our Group had not entered
into off-balance sheet commitments and arrangements.
CAPITAL EXPENDITURES AND COMMITMENTS
Historical capital expenditure
Our Group’s capital expenditures during the Tack Record Period were primarily related to the
expenditures on purchase of plant and equipment and the additions of furniture and fitting, office and
computer equipment necessary for our operations. For FY2023, FY2024 and 6M2025, we incurred
capital expenditures of approximately RM0.4 million, RM0.5 million and RM0.1 million, respectively.
Our Group has financed our capital expenditure through cash flow generated from/(used in) operating
activities.
Planned capital expenditure
Save for the planned capital expenditure as disclosed in the section headed “Future Plans and Use
of Proceeds” in this prospectus and the additions of furniture, fixtures and office equipment and
production equipment necessary for our business operations which will be made by our Group from
time to time, our Group had no material planned capital expenditure as at the Latest Practicable Date.
FINANCIAL INFORMA TION
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Capital commitments
Our capital commitments primarily relate to the acquisition of property, plant and equipment. As
at 31 December 2023 and 2024 and 30 June 2025, we had capital commitments contracted in respect of
the acquisition of property, plant and equipment amounted to nil, approximately RM0.3 million and nil,
respectively.
PROPERTY INTEREST AND PROPERTY V ALUATION
CBRE WTW V aluation & Advisory Sdn Bhd, an independent valuer, has conducted valuation
regarding the property interest of our Group in respect of our property situated at No. 5, Jalan Tropika
Melawati 2, Taman Tropika Melawati, 53100 Hulu Kelang, Selangor, Malaysia (the “ Property ”) as at
11 November 2025. The full text of the Property V aluation Report is set forth in Appendix III to this
prospectus.
For illustrative purpose, the table below sets forth the reconciliation of the valuation of the
Property from 30 June 2025, being the date of which the most recent audited consolidated statements of
the financial position of our Group, to 11 November 2025:
RM’000
Carrying amount at cost of the Property as at 30 June 2025 2,437
Movement from 30 June 2025 to 11 November 2025:
Depreciation (18)
Carrying amount at cost as at 11 November 2025 2,419
V aluation surplus 81
Market value of the Property as at 11 November 2025
as set forth in Appendix III to this prospectus 2,500
WORKING CAPITAL
Our Directors assess the working capital level of our Group based on, among others:
• our cash and bank balances on hand amounted to approximately RM22.7 million as at 31
December 2023, approximately RM23.2 million as at 31 December 2024, approximately
RM17.6 million as at 30 June 2025, and approximately RM11.1 million as at 31 October
2025 based on the unaudited management accounts of our Group; and
• the estimated gross proceeds from the Share Offer of approximately HK$81.3 million
(equivalent to approximately RM43.9 million) (based on the mid-point of the indicative
Offer Price range of HK$0.65 per Offer Share and 125,000,000 Offer Shares) to be received
by our Group.
FINANCIAL INFORMA TION
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WORKING CAPITAL STATEMENT
Our Directors are of the view that, taking into consideration the internal financial resources
presently available to our Group, including our existing cash and cash equivalents, cash generated from
our operations, and the estimated net proceeds to be received by our Group from the Share Offer, our
Group will have sufficient working capital for our present working capital requirements for at least the
next 12 months commencing on the date of this prospectus.
SUMMARY OF KEY FINANCIAL RATIOS
The following sets out our key financial ratios for the years and as at the dates indicated:
As at/year ended 31 December
As at/six
months ended
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Profitability
Gross profit margin
(1) 14.3% 19.3% 21.4%
Net (loss)/profit margin (2) (18.8)% 19.7% 4.3%
Return on equity (3) (22.9)% 48.7% 5.6%
Return on total assets (4) (12.7)% 24.0% 2.8%
Liquidity
Current ratio (5) 2.1 times 1.9 times 1.9 times
Capital sufficiency
Gearing ratio (6) 19.1% 12.4% 10.8%
Net debt to equity ratio (7) Net cash Net cash Net cash
Interest coverage (8) N/A 79.7 times 55.5 times
Notes:
(1) Gross profit margin is calculated based on the gross profit for the year/period divided by total revenue and
multiplied by 100%. Please refer to the paragraphs headed “Gross profit and gross profit margin” in this section for
details of our gross profit margins.
(2) Net (loss) profit margin is calculated based on the profit for the year/period divided by total revenue and multiplied
by 100%. Please refer to the paragraphs headed “Net loss/profit and net profit margin” in this section for details of
our net loss/profit margins.
(3) Return on equity is calculated based on the profit for the year/period divided by total equity at the end of the
year/period and multiplied by 100%.
(4) Return on assets is calculated based on the profit for the year/period divided by total assets at the end of the
year/period and multiplied by 100%.
FINANCIAL INFORMA TION
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(5) Current ratio is calculated based on the total current assets divided by the total current liabilities as at the end of the
year/period.
(6) Gearing ratio is calculated based on the sum of our interest-bearing borrowings, lease liabilities and the amount due
to a Director, divided by total equity at the end of the year/period.
(7) Net debt to equity ratio is calculated based on the sum of our interest-bearing borrowings and the amount due to a
Director, minus our cash and bank balances divided by total equity at the end of the year/period.
(8) Interest coverage ratio is calculated by profit before interest and tax divided by the finance costs as at the end of the
year/period.
Profitability ratios
Return on equity
Our Group has recorded return on equity of approximately negative 22.9% for FY2023 and
approximately 48.7% for FY2024. Such turnaround was mainly attributable to the turnaround of our net
loss to net profit in FY2024, due to the reasons as explained in the paragraph headed “Net loss/profit
and net loss/profit margins” in this section. Our return on equity decreased to approximately 5.6% for
6M2025, mainly attributable to the decrease in our net profit due to the reasons as explained in the
paragraph headed “Net loss/profit and net loss/profit margins” in this section.
Return on total assets
Our Group has recorded return on total assets of approximately negative 12.7% for FY2023 and
approximately 24.0% for FY2024. Such turnaround was mainly attributable to the turnaround of our net
loss to net profit in FY2024, due to the reasons as explained in the paragraph headed “Net loss/profit
and net loss/profit and net loss/profit margins” in this section. Our return on total asset decreased to
approximately 2.8% for 6M2025, mainly attributable to the decrease in our net profit due to the reasons
as explained in the paragraph headed “Net loss/profit and net loss/profit margins” in this section.
Liquidity ratios
Current ratio
Our current ratio decreased from approximately 2.1 times as at 31 December 2023 to
approximately 1.9 times as at 31 December 2024, mainly attributable to the combined effects of the
decrease in contract assets, the increase in trade receivables, prepayments and other receivables and the
increase in trade payables, accruals and other payables for FY2024, which were primarily driven by the
progress of the completed and the ongoing projects. Our current ratio remained stable at approximately
1.9 times as at 30 June 2025.
FINANCIAL INFORMA TION
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Capital sufficiency ratios
Gearing ratio
Our gearing ratio decreased from approximately 19.1% as at 31 December 2023 to approximately
12.4% as at 31 December 2024, mainly attributable to the decrease in borrowings of our Group,
including bank overdrafts and banker acceptance, during the year. Our gearing ratio remained relatively
stable at approximately 10.8% as at 30 June 2025.
Net debt to equity ratio
Our net debt to equity ratio was nil as at 31 December 2023 and 2024 and 30 June 2025, as our
Group’s cash and bank balance exceed the sum of our interest-bearing borrowings, lease liabilities,
amounts due to related party and the amount due to a Director as at 31 December 2023 and 2024 and 30
June 2025.
Interest coverage ratio
Our Group has recorded net loss for FY2023, thus interest coverage ratio is not available for the
relevant year. Our interest coverage ratio amounted to approximately 79.7 times and 55.5 times for
FY2024 and 6M2025, respectively.
QUANTITATIVE AND QUALITATIVE DISCLOSURE OF FINANCIAL RISKS
We are, in the ordinary course of our business, exposed to a variety of financial risks including
credit risk and liquidity risk. Details of such risks are set out in note 30 to the Accountants’ Report in
Appendix I to this prospectus.
RELATED PARTY TRANSACTIONS
Our Group has entered into certain related party transactions, which are set out in note 27 to the
Accountants’ Report in Appendix I to this prospectus. Our Directors are of the view that these related
party transactions were conducted on normal commercial terms and on arm’s length basis.
FINANCIAL INFORMA TION
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LISTING EXPENSES
The total Listing fees in relation to the Share Offer, primarily consisting of fees paid or payable to
professional parties and underwriting fees and commission, are estimated to be approximately HK$25.3
million (equivalent to approximately RM13.7 million), assuming the Offer Size Adjustment Option is
not exercised and based on the mid-point of the indicative Offer Price range of HK$0.65 per Offer Share
and 125,000,000 Offer Shares. Such total estimated Listing fees consist of (i) underwriting-related
expenses (including but not limited to commissions and fee) of approximately HK$3.8 million
(equivalent to approximately RM2.1 million); and (ii) non-underwriting expenses of approximately
HK$21.5 million (equivalent to approximately RM11.6 million) (including fees and expenses of legal
advisers and reporting accountants of approximately HK$12.0 million (equivalent to approximately
RM6.5 million) and other fees and expenses of approximately HK$9.5 million (equivalent to
approximately RM5.1 million)). Among the estimated total Listing fees, (i) approximately HK$8.8
million (equivalent to approximately RM4.8 million) is expected to be accounted for as a deduction
from equity upon Listing; and (ii) approximately HK$16.5 million (equivalent to approximately RM8.9
million) is expected to be recognised as expenses in our combined statements of profit or loss and other
comprehensive income for FY2025, of which approximately RM4.8 million was recognised in 6M2025.
Our Directors would like to emphasise that the amount of the Listing expenses is a current
estimate for reference only and the final amount to be recognised in the combined financial statements
of our Group for FY2025 is subject to adjustment based on audit and the then changes in variables and
assumptions.
Prospective investors should note that the financial performance of our Group for FY2025 is
expected to be adversely affected by the estimated non-recurring Listing expenses mentioned above, and
may not be comparable to the financial performance of our Group in the past.
DIVIDENDS
We acknowledge the importance and benefits of shareholder value. Through the declaration and
distribution of dividends, we have been able to align our Group’s interest with our shareholders through
our years of operations and there have been no changes in our shareholding or any disputes between our
shareholders since incorporation.
Our Group declared dividends of RM20.0 million, RM26.0 million and nil for FY2023, FY2024
and 6M2025, respectively, to our then shareholders, which had been settled in full. In November 2025,
our Group declared dividend of RM5.0 million, which has been settled in full in cash.
FINANCIAL INFORMA TION
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The declaration and payment of dividends during the Track Record Period or in the past should not
be considered as a guarantee or indication that we will declare and pay dividends in such manner in the
future, or will declare and pay any dividends in the future at all. We do not have any formal dividend
policy or predetermined dividend payout ratio. Any future declarations and payments of dividends will
be at the discretion of our Directors, subject to certain restrictions under Cayman Islands law, and will
depend on our actual and expected results of operations, cash flow and financial condition, general
business conditions and business strategies, expected working capital requirements and future
expansion plans, applicable legal and regulatory requirements, contractual restrictions, and any other
factors which our Directors consider relevant. It is also subject to the approval of our Shareholders, the
Companies Act, the Articles of Association as well as any applicable laws.
In particular, subject to a solvency test, as prescribed in the Cayman Companies Act, and the
provisions of the Articles of Association of our Company, we may pay dividends and distributions out of
our share premium account. In addition, based upon English case law which is likely to be persuasive in
the Cayman Islands, dividends may be paid out of profits. For a summary of the provisions on
declaration and payment of dividends under our Memorandum and Articles of Association, please refer
to the paragraphs headed “Summary of the Constitution of the Company and Cayman Islands Company
Law – 2. Articles of Association – (f) Dividends and other methods of distribution” in Appendix IV to
this prospectus.
The above shall in no way constitute a legal and binding commitment by our Company that any
dividend will be paid and/or in no way obligate our Company to declare a dividend at any time or from
time to time.
DISTRIBUTABLE RESERVES
Under Cayman Islands law, we may pay dividends out of our profit or our share premium account
in accordance with the provisions of our Articles of Association, provided that immediately following
the date on which the dividend is proposed to be distributed, we remain able to pay our debts as and
when they fall due in the ordinary course of business.
Our Company was incorporated on 30 May 2025 and is an investment holding company. As at the
Latest Practicable Date, our Company did not have distributable reserves to our Shareholders.
FINANCIAL INFORMA TION
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RECENT DEVELOPMENT SUBSEQUENT TO THE TRACK RECORD PERIOD AND
MATERIAL ADVERSE CHANGE
Please refer to the sub-section headed “Summary – Recent developments and no material adverse
change” in this prospectus for details.
Our Directors confirm that, save for the expenses in connection with the Listing, since 30 June
2025 and up to the date of this prospectus, there had been no material adverse change in our financial or
trading position, and there had been no event which would materially affect the information shown in
the Accountants’ Report as set out in Appendix I to this prospectus.
DISCLOSURE REQUIRED UNDER THE GEM LISTING RULES
Our Directors confirmed that, as at the Latest Practicable Date, they were not aware of any
circumstances which would give rise to a disclosure requirement under Rules 17.15 and 17.21 of the
GEM Listing Rules.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
Please refer to the section headed “Unaudited Pro Forma Financial Information” as set out in
Appendix II to this prospectus for details.
EVENT AFTER THE TRACK RECORD PERIOD
Please refer to note 34 to the Accountants’ Report in Appendix I to this prospectus for event of our
Group which took place subsequent to 30 June 2025.
FINANCIAL INFORMA TION
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BUSINESS OBJECTIVE AND FUTURE PLANS
Please refer to the sub-section headed “Business – Business strategies” for a detailed description
of our future plans.
REASONS FOR LISTING IN HONG KONG
1. Satisfy our Group’s genuine funding need
Our current available cash resources and working capital level are only sufficient to maintain
our existing business operation for the projects in progress but not adequate for business expansion
During the Track Record Period, our Group’s operations were primarily funded by internally
generated cash flows and bank borrowings. However, due to the nature of long-span cycle of our
projects, we often experience a timing mismatch in cash flows. Costs such as subcontractor fees and
supplier payments are incurred upfront, while payments from customers are usually received after our
works are certified and invoiced, followed by an additional credit term of 30 to 45 days. Typically, the
first progress payment is received four to eight months after project commencement, and net positive
cash inflows may only materialise after up to 20 months. As such, our cash flow position fluctuates
depending on the timing of customer receipts and payments to subcontractors and suppliers, resulting in
persistent liquidity pressure.
Although our Group recorded cash and bank balances of approximately RM22.7 million, RM23.2
million and RM17.6 million as at 31 December 2023, 31 December 2024 and 30 June 2025,
respectively, a substantial portion of these balances comprised pledged deposits placed with licensed
banks to secure banking facilities, including performance bonds. As these deposits are restricted and not
available for day-to-day operations, our unrestricted cash and cash equivalents were negative (after
excluding such restricted balances) as at 31 December 2023 and amounted to only approximately
RM15.3 million as at 31 December 2024 and approximately RM9.1 million as at 30 June 2025. Such
turnaround in cash and cash equivalents was mainly attributable to the withdrawal of pledged deposit of
approximately RM10.6 million as a result of the release of performance bond.
On the other hand, our Group incurs an average monthly operating cost of approximately RM8.6
million, primarily consisting of subcontracting fees, material costs, labour, and administrative expenses.
To maintain operational stability, we have adopted a prudent cash management approach by retaining
cash reserves sufficient to cover approximately three months of average monthly operating expenses, in
light of the timing mismatch between receipts from customers and payments to suppliers. As our
business continues to grow and we may undertake more large-scale projects, particularly those
commencing concurrently, our operating costs are expected to increase accordingly. Without additional
funding from the Share Offer, our Group may not have adequate liquidity to support our business
expansion, address unforeseen challenges, or enhance our market position. Accordingly, the Share Offer
is considered essential for implementing our future plans and maintaining sufficient working capital.
FUTURE PLANS AND USE OF PROCEEDS
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Our cash flow position from our operating activities
Our Group recorded net operating cash flows of approximately RM8.5 million and RM49.5
million for FY2023 and FY2024, respectively, and negative operating cash flows of approximately
RM3.5 million for 6M2025 reflecting timing mismatches between payments to subcontractors and
suppliers and receipt of payments from customers. Due to fluctuating cash flows, relying solely on
internal resources for expansion is not considered financially prudent.
As at 31 December 2023, 31 December 2024 and 30 June 2025, our contract assets amounted to
approximately RM48.5 million, RM32.9 million and RM69.4 million, respectively. These figures
represent the value of uncertified and unbilled completed works for which our Group has already
incurred construction costs, as well as retention receivables withheld by our customers to secure due
performance of contracts. These contract assets are not readily available for operational use and are
only reclassified as trade receivables when our rights to payment become unconditional, typically upon
certification of work and issuance of invoices to customers.
In addition, though the number of our trade receivables turnover days had decreased in FY2024 as
compared to FY2023, there remains no assurance that customers will adhere to agreed payment terms.
Furthermore, the undertaking of larger or concurrent projects may lead to further delays in certification
and payment, thereby exacerbating liquidity pressure and cash flow mismatches.
Accordingly, our existing working capital is not expected to be sufficient to support our intended
business growth, including the undertaking of new projects, expansion of our workforce, upgrading of
information systems, and other general working capital needs. Our Directors therefore believe that it is
necessary to raise additional funding through the Share Offer to facilitate the implementation of our
future plans while preserving our existing working capital for ongoing operations.
2. Capture the growing market demand for transportation infrastructure engineering services
in Malaysia
In 2024, Malaysia’s transportation infrastructure engineering market size, in terms of main
contractor’s revenue, reached approximately RM31.6 billion. Driven by the government’s strong
commitment to enhancing national infrastructure and the country’s distinctive geographical features,
such as extensive river networks and coastal areas, there has been a notable surge in transportation
infrastructure engineering projects, it is projected that the transportation infrastructure engineering
market, in terms of main contractor’s revenue, is expected to grow to approximately RM46.0 billion by
2029, with a CAGR of approximately 7.8% from 2024 to 2029. As a result, bridge engineering, being a
distinct segment thereof, has become the fastest-growing subcategory within Malaysia’s transportation
infrastructure engineering market. In 2024, the market size for bridge engineering, in terms of main
contractor’s revenue, reached approximately RM8.1 billion and is projected to grow to approximately
RM12.6 billion by 2029, with a CAGR of approximately 9.1% from 2024 to 2029.
FUTURE PLANS AND USE OF PROCEEDS
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In light of the favourable market trend and our current scale of operations, our Directors consider
that it is an opportune time to expand our business and implement the objectives and strategies as set out
in the sub-section headed “Business – Business strategies” in this prospectus. Our Directors believe that
the Listing will provide us with the necessary funding to implement our business plans, enhance our
market presence in the transportation infrastructure engineering industry and position us to participate
in additional and more sizeable projects across Malaysia.
3. Debt financing does not provide enough funding at reasonable costs
As a private company, we currently have limited options to obtain debt financing other than bank
borrowing. During the Track Record Period, our Controlling Shareholders had provided personal
guarantees for obtaining bank and hire purchases facilities used by our Group. The outstanding amount
of such facilities amounted to approximately RM10.8 million, RM5.2 million and RM4.9 million as at
31 December 2023, 31 December 2024 and 30 June 2025, respectively. Nevertheless, our Directors
consider that debt financing is not an attractive option as compared with equity financing for the
following reasons:
(i) Unlike debt financing, equity financing does not impose any repayment obligation on our
Group while providing additional working capital to support our business growth. Hence, it
does not create any financial burden on our Company, thereby enabling us to allocate more
capital toward expanding our operations;
(ii) The Listing will provide us with access to the equity capital market for fund raising, both at
the time of Listing incurring a one-off payment of listing expenses and post-Listing through
transactions that generally involve significantly lower costs compared to the recurring
interest payments on debt financing, which would otherwise adversely affect our profit
margin. Besides, our Directors consider that equity financing not only broadens our Group’s
capital base, but also provide a long-term platform for future fund-raising beyond the net
proceeds from the Share Offer, to support our future business expansion and sustainable
development;
(iii) Debt financing typically requires collateral such as cash deposits, property pledges and/or
personal guarantees from controlling shareholders. Our Directors consider that it would not
be in the best interest of our Group to rely on such financing arrangements as they may
involve personal guarantee or collateral provided by our Controlling Shareholders or
Directors, since these will give rise to connected transactions or financial assistance from our
Controlling Shareholders or Directors, which would compromise our financial independence;
and
(iv) Debt financing would attract interest expenses, which would adversely affect our financial
performance.
FUTURE PLANS AND USE OF PROCEEDS
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4. Enhance work morale, recruitment and retention of talents
Our Directors believe that obtaining a listing status will enhance our ability to attract new talents
and retain our existing staff across both operational and administrative level. Employment with a listed
company is generally perceived as more prestigious, which may encourage staff to commit long-term
career development with us. The implementation of our future plans using proceeds from the Listing
will also reflect our continued growth thereby boosting staff morale. An aligned and motivated
workforce is expected to deliver better performance, which in turn will improve the quality of our work
and optimise our daily operations to the benefit of our long-term development.
5. Diversification of shareholder base and enhance liquidity in trading of Shares
Our Directors believe that listing in Hong Kong will offer long-term benefits by expanding our
Group’s capital and shareholder base, attracting international investors, and providing a strong platform
for future fund-raising. The Listing is also expected to enhance share liquidity and attract institutional
and professional investors, leading to a more diversified and active shareholder base.
USE OF PROCEEDS
We estimate that the aggregate net proceeds from the Share Offer (after deducting underwriting
fees and estimated expenses in connection with the Share Offer and assuming an Offer Price of
HK$0.65 per Share, being the mid-point of the indicative range of the Offer Price of HK$0.60 to
HK$0.70 per Share, and assuming the Offer Size Adjustment Option is not exercised) will be
approximately HK$56.0 million (equivalent to approximately RM30.2 million). We intend to apply the
net proceeds from the Share Offer as follows:
1. Approximately 65.2%, or RM19.7 million (equivalent to approximately HK$36.5 million),
will be used to strengthen our financial position to pay for (a) the upfront costs mainly
including subcontracting costs, material costs and machinery rental costs and (b) upfront
cost for recruiting additional project management personnel to support our business
expansion
Our potential projects
As at the Latest Practicable Date, we had identified and submitted tenders/quotation for five
potential transportation infrastructure engineering projects with needs for upfront cash outflow.
The details of such potential projects are summarised in the following table:
Potential
project Type of works Our role
Tender
submission date
Expected date of
release of tender
result
(Note 1)
Expected
commencement
date
(Note 2)
Duration of
works
(Note 2)
Potential
Project 1
(Note 3)
Construction and completion of 2.24 km
connecting road of double lane dual
carriageway with three girder bridges and
other ancillary works including demolition
works, site clearing, earthworks, drainage,
pavement works, road furniture,
geotechnical works, traffic management
and control, environmental protection and
enhancement, maintenance, occupational
safety and health management, located in
Peninsular Malaysia.
Main contractor April 2025 First half of 2026 First half of
2026
36 months
FUTURE PLANS AND USE OF PROCEEDS
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Potential
project Type of works Our role
Tender
submission date
Expected date of
release of tender
result
(Note 1)
Expected
commencement
date
(Note 2)
Duration of
works
(Note 2)
Potential
Project 2
(Note 3)
To upgrade existing single carriageway to
dual carriageway along 27.5 km and
construction and completion of six girder
bridges and other ancillary works
including demolition works, site clearing,
earthworks, drainage, pavement works,
road furniture, geotechnical works, traffic
management and control, environmental
protection, routine maintenance,
occupational safety and health works,
located in Sabah, East Malaysia.
Subcontractor May 2024 First half of 2026 First half of
2026
48 months
Potential
Project 3
(Note 3)
Construction and completion of overall 8.7
km double lane dual carriageway
consisting of four girder bridges and other
ancillary works including demolition
works, site clearing, earthworks, drainage,
pavement works, road furniture,
geotechnical works, traffic management
and control, environmental protection,
routine maintenance, occupational safety
and health works, located in Peninsular
Malaysia.
Subcontractor June 2025 First half of 2026 First half of 2026 30 months
Potential
Project 4
(Note 3)
Construction and completion of overall
1.5km double lane dual carriageway
consisting of one girder bridge and other
ancillary works including demolition
works, site clearing, earthworks, drainage,
pavement works, road furniture,
geotechnical works and traffic
management, located in Peninsular
Malaysia.
Main contractor August 2025 First half of 2026 First half of 2026 36 months
Potential
Project 5
(Note 3)
Construction and completion of overall
0.48km single lane dual carriageway
consisting of two girder bridges and other
ancillary works including demolition
works, site clearing, earthworks, drainage,
pavement works, road furniture,
geotechnical works, traffic management
and lighting, located in Peninsular
Malaysia.
Subcontractor November 2025 First half of 2026 First half of 2026 24 months
FUTURE PLANS AND USE OF PROCEEDS
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Notes:
1. The expected date of release of tender result is provided based on our management’s discussion and our
Directors’ industry knowledge and experience and is subject to change depending on the progress of the
tender review process.
2. The expected commencement date and duration of our works are provided based on our management’s best
estimation. In making the estimation, our management takes into account factors including the
communications with the potential customers (if any), size and complexity of the project and the estimated
work schedule.
3. As the outcome of the project tender remained pending as at the Latest Practicable Date, the total contract
sum has not yet been determined, and the tender amount is not disclosed due to commercial sensitivity. Based
on preliminary assessments, our Directors estimate that the total aggregate contract sum for the five potential
projects under consideration is approximately RM1.6 billion. This estimate is subject to change pending the
formal award of contracts and final negotiations.
Potential Project 1
As our Group holds a CIDB Grade G7 certification in Category CE (Civil Engineering
Construction), Category B (Building Construction), and Category ME (Mechanical and
Electrical), we are qualified to undertake civil and structural works without any restriction on
tender or contract value and may submit tenders directly to the relevant government departments
for projects not designated for indigenous contractors. In April 2025, we submitted a tender
directly to the Department of Public Works in Malaysia for Potential Project 1, which is a bridge
engineering project involving the construction of three girder bridges, along with the associated
connecting roads and ancillary facilities in Peninsular Malaysia.
As at the Latest Practicable Date, the outcome of our tender submission for Potential Project
1 remained pending. Our Directors believe that our prospect of securing this project is high, given
our proven expertise in bridge engineering and successful track record of delivering high-quality
projects. We believe that our technical excellence, disciplined project management approach, and
commitment to sustainable practices position us as a qualified contractor for this project.
Additionally, our competitive pricing and local experience further strengthen our tender
submission. With these strengths, we are confident in our ability to meet the project’s
requirements and execute with consistent quality that aligns with the customer's objectives.
Potential Project 2
In line with the Malaysian government’s commitment to reducing regional development
disparities, particularly the gap between Peninsular Malaysia and East Malaysia, several
large-scale infrastructure projects have been initiated across the country. Potential Project 2 is a
part of this broader initiative and involves bridge engineering works for the construction of six
girder bridges, along with the connecting road and ancillary facilities in Sabah, East Malaysia.
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We entered into a collaboration agreement with Bridgex which holds a STB in May 2024 in
connection with its tender submission as the main contractor, which was also submitted in May
2024. Our Directors believe that Bridgex chose to collaborate with us primarily due to our proven
track record, extensive experience, and technical expertise in executing large-scale and complex
infrastructure projects involving girder bridges with diverse structural configurations. For
example, in one of our ongoing projects (Project JB28), we are responsible for the construction of
a full-length girder bridge spanning the Bernam River, connecting a district in Selangor to a
district in Perak. Given that Potential Project 2 similarly involves the construction of
river-crossing bridges, our Directors consider that the experience gained from Project JB28 clearly
demonstrates our capability and suitability to support the execution of Potential Project 2.
If awarded, the project would offer a strategic opportunity to expand our business presence
into East Malaysia. Under the collaboration agreement, our Group would be responsible for
project implementation, site management, and contract administration in the project.
As at the Latest Practicable Date, the outcome of the tender remained pending. To the best
knowledge of our Directors, only a small number of shortlisted tenderers, including Bridgex, were
invited to participate. Based on constructive engagement with Bridgex, our Directors are of the
view that the prospects of Bridgex being appointed as the main contractor are high. In such case,
our Group is expected to be appointed as the subcontractor for the project.
Potential Project 3
In June 2025, we were invited by the prospective main contractor of Potential Project 3 to
submit a quotation for the subcontracted works. Potential Project 3 is a bridge engineering project
involving the construction of four girder bridges, together with the associated connecting roads
and ancillary facilities in Malaysia. Our Directors believe that the invitation was extended to us
primarily due to our established track record in delivering comparable bridge engineering projects,
as well as our technical expertise and prior experience in fulfilling similar contractual
requirements.
As at the Latest Practicable Date, the outcome of our quotation submission remained
pending. Based on our constructive engagement with the prospective main contractor regarding the
progress and status of its tender submission, our Directors believe that the prospective main
contractor has a strong chance of securing the project and our quotation is considered to be
competitive. In such case, our Directors are of the view that our Group has a strong prospect of
being awarded the subcontract.
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Potential Project 4
In August 2025, we submitted a tender to a prospective customer who is the project owner of
Potential Project 4. This project involves the construction of one girder bridge, together with the
associated connecting roads and ancillary facilities in Malaysia.
As is the case for Potential Project 1, we are qualified to undertake civil and structural works
without any restriction on tender or contract value and may submit tenders directly to the relevant
government departments for projects not designated for indigenous contractors.
As at the Latest Practicable Date, the outcome of our tender submission for Potential Project
4 remained pending. Our Directors consider our proposal to be competitive and are of the view
that our Group has a strong prospect of securing the contract.
Potential Project 5
In November 2025, we submitted a tender to the prospective customer for the subcontracted
works in Potential Project 5. Potential Project 5 is a bridge engineering project involving the
construction of two girder bridges, together with the associated connecting roads and ancillary
facilities in Malaysia.
As at the Latest Practicable Date, the outcome of our tender submission for Potential Project
5 remained pending. Our Directors consider our proposal to be competitive and are of the view
that our Group has a strong prospect of securing the subcontract.
Although our executive Directors remain optimistic about our prospects of securing the
above-mentioned potential projects, based on the latest tender/quotation status as set out above,
there is no assurance that any of these projects will ultimately be awarded to us. In the event that
we are unsuccessful in securing any of these projects, the net proceeds from the Share Offer will
be allocated towards financing the working capital needs of other projects awarded to us.
(a) Upfront costs mainly including subcontracting costs, material costs and machinery rental
cost
Based on our operational history prior to and during the Track Record Period, and depending
on the scale and terms of individual projects, the average timeframe between the initial incurrence
of upfront costs and the receipt of the first payment from customers was approximately four to
eight months. During this period, the total upfront costs incurred by our Group may account for up
to around 3% of the project’s contract sum. However, the timeframe between the initial incurrence
of upfront costs and the point at which we began to generate net positive monthly cash flow from
the project could extend up to 20 months (the “ Upfront Period ”). Over this Upfront Period, the
total upfront costs incurred may account for up to 16% of the project’s contract sum.
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Based on our competitive pricing structure, demonstrated technical capabilities, existing
customer relationship, and the constructive engagements held to date, our Directors consider our
prospects of securing the tenders for Potential Project 1 and Potential Project 2 are high. Based on
information currently available to our Group on the potential size of the potential projects and the
estimated upfront cost needed, the total upfront cost for the five potential projects is estimated to
be not less than approximately RM49.7 million, of which the aggregate total upfront cost of
Potential Project 1 and Potential Project 2 is estimated to be not less than approximately RM36.6
million.
Our net cash outflows will be exacerbated if these potential projects commence concurrently,
as this would require significant upfront payments to subcontractors and suppliers before
corresponding customer payments are received. We plan to use approximately HK$33.2 million
(equivalent to approximately RM17.9 million) from the net proceeds of the Share Offer to fund
such project upfront costs of mainly subcontracting costs, material costs and machinery rental
costs of the potential projects.
Our Group faces inherent uncertainties in predicting the scale of projects awarded to us and
the timing of upfront working capital needs. These uncertainties arise from several key factors that
impact our ability to accurately forecast cash flow requirements. The duration of tender review
processes and contract awards varies based on the customer and the nature and size of each
project. As a result, we cannot guarantee precise predictions for when tender results will be
announced or when upfront costs for awarded projects will arise. Multiple variables influence
these timelines, including: (i) potential project schedules that may not be fully disclosed during
the tender phase; (ii) the internal arrangements of the customer, which may be influenced by
prevailing market conditions and government policies and may not align with the originally
anticipated project timetable; (iii) variations in project scope that could affect payment schedules
to subcontractors and suppliers; and (iv) final negotiated contract terms, if any, that may alter
initial payment expectations.
If the Listing is delayed or does not proceed, our Group would face significant constraints in
pursuing our growth strategy. Without the anticipated capital injection from the Share Offer, our
Group may need to defer projects or seek additional bank financing, which could be challenging
due to our asset-light financial position and may result in a higher gearing level and interest costs
and reduced competitiveness. With a stronger financial position from the Listing, our Group aims
to pursue more and larger projects with competitive pricing, supporting its business expansion and
market share growth.
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(b) Upfront cost for recruiting additional project management personnel
Owing to the nature of bridge engineering works within transportation infrastructure
projects, which typically spans one to five years and involving complex, large-scale construction
at designated site locations, our Group is required to deploy a full project team comprising, among
others, a project director, project manager, construction manager, project coordinator, site
engineer, QAQC engineer, safety and health personnel and quantity surveyor, in carrying out a
project to ensure compliance with all technical and safety standards, addressing site-specific
problems, and keeping the project on schedule throughout its term.
If our Group is awarded any of the potential projects, our existing manpower resources
would be insufficient to meet the additional demands of project supervision and management.
Given the scale, complexity, and on-site requirements of these projects, particularly as Potential
Project 2 is located in East Malaysia, we would be required to deploy dedicated project
management personnel to each project site.
As our current manpower resources are already operating at full capacity in overseeing
ongoing projects, and can only be gradually released and reallocated to other projects upon
completion of those existing commitments, currently scheduled for the first half of 2027 or in late
2028, subject to potential delays arising from variation orders or other unforeseen factors, our
Group would not have sufficient personnel to undertake new projects without additional
recruitment. Accordingly, further recruitment is necessary to ensure effective execution of the new
projects without compromising the progress or service quality of our existing commitments. In
tendering for new projects, availability of manpower resources is among the key assessment
criteria by potential customers. Such assessment is generally forward-looking and focuses on the
tenderer’s ability and plan to mobilise sufficient resources by the time the project commences.
While our Directors believe our recruitment plan is able to satisfy such requirement, the actual
mobilisation of additional project teams requires upfront resources to fund salaries before project
cash inflows are received.
To this end, having considered the aforesaid potential projects tendered and the workforce
capacity of our Group, in order to ensure we are well-positioned to undertake the potential
projects, it is planned that the employment of the project team staff as detailed in the table below
will allow our Group to have sufficient staffing capacity to undertake Potential Project 1 and
Potential Project 2. We plan to use approximately HK$3.3 million (equivalent to approximately
RM1.8 million) from the net proceeds of the Share Offer to fund approximately six months of
salary of such additional project management personnel.
The following table sets out the details of the additional staff to be recruited:
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Roles Number
Main relevant experience and
qualifications required
Estimated
monthly salary
Estimated
annual cost
RM’000 RM’000
Project
management
7 – minimum 10 years of relevant
experience in construction engineering
or related engineering field
– a degree in construction management
or related engineering field
74 890
Site
operations
54 – minimum three years of relevant
experience in construction field or
related fields
204 2,444
Safety,
health and
environmental
4 – minimum three years working
experience in construction field
– valid license in related safety health
and/or environmental field
19 224
Quantity
surveyor
1 – minimum three years of relevant
experience in contract management
– a degree in quantity surveyor, civil
engineering or related field
55 6
Total 66 302 3,614
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2. Approximately 19.8%, or RM6.0 million (equivalent to approximately HK$11.1 million), will
be used for expansion of workforce to support growth across all regions
As part of our strategic growth initiative, we plan to expand our headquarters workforce in
Peninsular Malaysia to strengthen our central operational capabilities, which will focus on adding
corporate personnel across key support functions including accounting, human resources and
administration, contracts, information technology and procurement. By expanding our central
workforce, we ensure that new project management personnel are deployed swiftly without
overburdening existing headquarters staff, maintain strict compliance standards, and provide the
necessary back-office support that enables successful project execution. Furthermore, it will enable us
to maintain our competitive edge in tender evaluations by demonstrating full operational readiness. The
expansion in our workforce at headquarters will create a robust foundation that not only supports our
current project commitments but also positions us to capitalise on future growth opportunities.
At the same time, should we be awarded the Potential Project 2 in Sabah, East Malaysia, we intend
to recruit supporting personnel to ensure efficient project delivery and to handle increased operational
complexity in East Malaysia. This on-the-ground presence would enable timely responsiveness to
project requirements and close collaboration with local customers in East Malaysia. For further details
of Potential Project 2, please refer to the paragraphs headed “Our potential projects” in this section.
The following table sets out the details of the additional staff to be recruited:
Roles Number
Main relevant experience and
qualifications required
Estimated
monthly salary
Estimated
annual cost
(RM’000) (RM’000)
Accounting
Department
6 – minimum 2-5 years of relevant
experience in accounting or related
field
23 271
– a degree in accounting or related
qualification
Human Resources
and
Administration
Department
4 – minimum 2-5 years of relevant
experience in the human resources or
administration or related field
15 175
– a degree in human resources, business
administration or related qualification
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Roles Number
Main relevant experience and
qualifications required
Estimated
monthly salary
Estimated
annual cost
(RM’000) (RM’000)
Contracts
Department
11 – minimum 2-5 years of relevant
experience in contract management
70 847
– a degree in quantity surveyor, civil
engineering or related qualification
IT Department 2 – minimum 2-5 years of relevant
experience in computer knowledge or
related field
17 208
– a degree in computing or related
qualification
Purchasing
Department
2 – minimum 2-5 years of relevant
experience in sourcing activities
78 4
– a degree in a related qualification
Total 25 132 1,585
3. Approximately 5.0%, or RM1.5 million (equivalent to approximately HK$2.8 million), will be
used to upgrade and digitise our Group’s information systems and internal processes
Our Group intends to allocate approximately 5.0% of the net proceeds to enhance and upgrade our
IT systems. IT systems are essential to support project management in transportation infrastructure
projects, particularly as we undertake multiple projects concurrently across various regions in Malaysia.
Given the large-scale, complex and phased nature of such projects, effective coordination among
different teams, adherence to tight schedules, and continuous oversight of progress and cost are critical.
At present, our Group does not have an integrated IT system in place and instead relies on individual
software tools for specific functions such as budgeting, scheduling, and documentation. However, the
lack of integration among these tools limits operational efficiency, data consistency, and real-time
visibility across project sites. We therefore intend to acquire a range of software, IT infrastructure
upgrades, and process enhancements to establish a streamlined and integrated procurement management
system. This will enable us to allocate resources efficiently. By consolidating these tools within a
unified IT ecosystem, we will enhance design and cost coordination, and enhance overall project
execution capabilities, driving greater operational efficiency and project delivery success.
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4. Approximately 10.0%, or RM3.0 million (equivalent to approximately HK$5.6 million), will
be used for our general working capital purposes
Our Directors consider that maintaining sufficient general working capital is essential to support
our Group’s day-to-day operations and financial flexibility. Accordingly, our Group intends to allocate
approximately 10.0% of the net proceeds for our general working capital purposes.
IMPLEMENTATION PLANS
Our Group will endeavor to achieve the milestone events set out below during the period from the
Listing Date to 31 December 2027. Their respective scheduled completion times are based on certain
bases and assumptions as set out in the sub-section headed “Bases and assumptions” in this section.
These bases and assumptions are inherently subject to many uncertainties and unpredictable factors,
including in particular the risk factors set out in the section headed “Risk Factors” of this prospectus.
There can be no assurance that our Group’s plans will materialise and proceed in accordance with the
expected timeframe or that our objectives will be accomplished at all. Based on our business objectives,
our Group intends to carry out the following implementation plans:
1. For the six months ending 30 June 2026
To strengthen the financial position of
our Group
– To pay for the upfront costs of our Group’s
projects
To expand our Group’s workforce – To carry out recruitment and expansion of
workforce to support growth across all regions
To upgrade and digitise our Group’s
information systems and internal
processes
– To enhance and upgrade our IT systems
To set aside for working capital
purpose
– To set aside, together with internal resources of
our Group, for general working capital purpose
2. For the six months ending 31 December 2026
To retain the newly acquired
workforce
– Additional staff costs for retaining the aforesaid
supporting personnel
To upgrade and digitise our Group’s
information systems and internal
processes
− To enhance and upgrade our IT systems
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3. For the six months ending 30 June 2027
To retain the newly acquired
workforce
– Additional staff costs for retaining the aforesaid
supporting personnel
To upgrade and digitise our Group’s
information systems and internal
processes
− To enhance and upgrade our IT systems
4. For the six months ending 31 December 2027
To retain the newly acquired
workforce
– Additional staff costs for retaining the aforesaid
supporting personnel
A summary of the above-mentioned implementation plan is as follows:
For the period
from the
Listing Date to For the six months ending
Total
Approximate %
of net proceeds
30 June
2026
31 December
2026
30 June
2027
31 December
2027
(RM million) (RM million) (RM million) (RM million) (RM million)
To strengthen the financial position
of our Group 19.7 − − − 19.7 65.2
To expand our Group’s workforce 0.8 0.8 2.2 2.2 6.0 19.8
To upgrade information system 0.8 0.3 0.4 − 1.5 5.0
To set aside for working capital
purpose 3.0 − − − 3.0 10.0
Total 24.3 1.1 2.6 2.2 30.2 100.0
Note: Figures may not add up due to rounding.
If the Offer Price is fixed at HK$0.7 per Offer Share, being the high-end of the Offer Price range
and assuming the Offer Size Adjustment Option is not exercised, the net proceeds from the Share Offer
will increase to approximately HK$61.9 million (equivalent to approximately RM33.4 million). If the
Offer Price is fixed at HK$0.6 per Offer Share, being the low-end of the Offer Price range, the net
proceeds will decrease to approximately HK$50.0 million (equivalent to approximately RM27.0
million). Under such circumstances, we will adjust the allocation of the intended use of the net proceeds
for the above purposes on a pro rata basis.
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If the Offer Size Adjustment Option is exercised in full and assuming an Offer Price of HK$0.65
per Offer Share, being the mid-point of the Offer Price range, we estimate that the net proceeds from the
Share Offer will be approximately HK$63.8 million (equivalent to approximately RM34.5 million),
after deducting the estimated underwriting fee and other related expenses payable by us in connection
with the Listing. If the Offer Price is set at the high-end or low-end of the Offer Price range, the net
proceeds of the Share Offer, including the proceeds from the exercise of the Offer Size Adjustment
Option, will increase to approximately HK$70.4 million (equivalent to approximately RM38.0 million)
or decrease to HK$57.3 million (equivalent to approximately RM30.9 million), respectively. Under such
circumstances, we will adjust the allocation of the intended use of the net proceeds for the above
purposes on a pro rata basis.
To the extent that the net proceeds from the Share Offer are not immediately used for the above
purposes and to the extent permitted by applicable law and regulations, we will only deposit the net
proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other authorised
financial institutions (as defined under the SFO or applicable laws and regulations in other
jurisdictions). We will make an appropriate announcement if there is any change to the above proposed
use of proceeds or if any amount of the proceeds will be used for general corporate purpose. In the event
that we would require additional financing apart from the net proceeds from the Share Offer for our
future plans, the shortfall will be financed by our internal resources generated from the net cash from
operating activities and/or bank financing, as appropriate.
BASES AND ASSUMPTIONS
The future plans set out by our Directors are based on the following bases and assumptions:
• the Share Offer will be completed in accordance with and as set out in the section headed
“Structure and conditions of the Share Offer” in this prospectus;
• there will be no change in the funding requirement for each of the near-term future plans
described in this prospectus from the amount as estimated by our Directors;
• there will be no material changes in existing laws, rules and regulations, or other
governmental policies relating to our Group, or in the political, economic or market
conditions in which our Group operates;
• we will continue our existing operations in substantially the same manner as they were
carried out during the Track Record Period and we will also be able to carry out our
development plans without material disruptions;
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• we are able to retain key staff in the management and the main operational departments;
• we will have sufficient financial resources to meet our planned capital expenditures and
business development requirements during the period to which the future plans relate;
• there will be no material changes in the existing accounting policies from those stated in the
audited combined financial statements of our Group for the Track Record Period;
• there will be no material changes in the bases or rates of taxation applicable to the activities
of our Group;
• there will be no disasters, diseases, natural, political or otherwise, which would materially
disrupt the business or operations of our Group; and
• our Group will not be materially affected by the risk factors as set out in the section headed
“Risk Factors” in this prospectus.
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PUBLIC OFFER UNDERWRITERS
Lego Securities Limited
Fortune Origin Securities Limited
Get Nice Securities Limited
Glory Sun Securities Limited
Grand China Securities Limited
Mont Avenir Capital Limited
Quam Securities Limited
UNDERWRITING
This prospectus is published solely in connection with the Public Offer. The Public Offer is fully
underwritten by the Public Offer Underwriters on a conditional basis. The Placing is expected to be
fully underwritten by the Placing Underwriters. If, for any reason, the Offer Price is not agreed between
the Sole Overall Coordinator (for itself and on behalf of the Underwriters) and our Company, the Share
Offer will not proceed and will lapse.
The Share Offer comprises the Public Offer of initially 12,500,000 Public Offer Shares and the
Placing of initially 112,500,000 Placing Shares, subject, in each case, to re-allocation on the basis as
described in the section headed “Structure and Conditions of the Share Offer” in this prospectus as well
as to the Offer Size Adjustment Option (in the case of the Placing).
UNDERWRITING ARRANGEMENT AND EXPENSES
Public Offer
Public Offer Underwriting Agreement
Pursuant to the Public Offer Underwriting Agreement, our Company is offering 12,500,000 Public
Offer Shares (subject to re-allocation) for subscription by members of the public in Hong Kong on the
terms and subject to the conditions in this prospectus and the Public Offer Underwriting Agreement at
the Offer Price.
Subject to (a) the Listing Committee granting the approval for the listing of, and permission to
deal in, the Shares in issue and to be issued pursuant to the Share Offer as mentioned in this prospectus
(including any additional Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option and any option that may be granted under the Share Option Scheme) and such
approval not having been subsequently withdrawn; and (b) certain other conditions set out in the Public
Offer Underwriting Agreement, the Public Offer Underwriters have agreed, severally but not jointly to
subscribe, or procure subscribers to subscribe for their respective applicable proportions of the Public
Offer Shares which are not taken up under the Public Offer on the terms and conditions as set out in this
prospectus and the Public Offer Underwriting Agreement. If, for any reason, the Offer Price is not
agreed between the Sole Overall Coordinator (for itself and on behalf of the Public Offer Underwriters)
and our Company on or before 12:00 noon on Friday, 9 January 2026, the Share Offer will not proceed
and will lapse.
UNDERWRITING
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The Public Offer Underwriting Agreement is conditional on and subject to, amongst other things,
the Placing Agreement having been executed and becoming unconditional and not having been
terminated in accordance with its terms.
Grounds for termination
The obligations of the Public Offer Underwriters to subscribe or procure subscribers for the Public
Offer Shares under the Public Offer Underwriting Agreement are subject to termination by notice in
writing issued by the Sole Overall Coordinator (for itself and on behalf of the Public Offer
Underwriters) if at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date:
(a) there has come to the notice of the Sole Overall Coordinator:
(i) that any statement contained in this prospectus, the post hearing information pack, the
formal notice, any submission, documents or information provided to the Sole Sponsor,
the Sole Overall Coordinator and/or the Joint Bookrunners and/or the Joint Lead
Managers and/or the Co-Managers and/or any of the Underwriters and/or any notices,
announcements, advertisements, communications or other documents issued or used by
or on behalf of our Company in connection with the Share Offer (including any
supplement or amendments thereto) (collectively, the “ Relevant Documents ”) was,
when it was issued, or has become or been discovered to be untrue, incorrect,
misleading or deceptive in any material respect or that any forecast, expression of
opinion, intention or expectation expressed in any of the Relevant Documents is not, in
the sole and absolute opinion of the Sole Overall Coordinator (for itself and on behalf
of the Public Offer Underwriters), fair, honest and based on reasonable assumptions,
when taken as a whole; or
(ii) that any matter has arisen or has been discovered which would or might, had it arisen or
been discovered immediately before the respective dates of the publication of the
Relevant Documents, in the sole and absolute opinion of the Sole Overall Coordinator,
constitute a material omission therefrom; or
(iii) any breach of any of the obligations imposed or to be imposed upon any party to the
Public Offer Underwriting Agreement or the Placing Underwriting Agreement (in each
case, other than on the part of any of the Underwriters) which, in the sole and absolute
opinion of the Sole Overall Coordinator, is material; or
(iv) any event, act or omission which gives or is likely to give rise to any liability of any of
our Company, the Controlling Shareholders and the executive Directors (the
“Warrantors ”) arising out of or in connection with the breach of representations,
warranties, agreements and undertaking (the “ Warranties ”) under the Public Offer
Underwriting Agreement or under the Placing Underwriting Agreement; or
UNDERWRITING
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(v) any of the Warranties given by the Warrantors under the Public Offer Underwriting
Agreement or under the Placing Underwriting Agreement is untrue, inaccurate,
misleading or breached in any material aspect when given or repeated as determined by
the Sole Overall Coordinator in its sole and absolute discretion; or
(vi) the approval by the Listing Committee of the listing of, and permission to deal in, the
Shares in issue and any Shares to be issued as mentioned in this prospectus is refused or
not granted, or is qualified (other than subject to customary conditions), on or before
the Listing Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions) or withheld; or
(vii) our Company withdraws any of the Relevant Documents or the Share Offer; or
(viii) any person (other than the Public Offer Underwriters) has withdrawn or sought to
withdraw its consent to being named in any of the Relevant Documents or to the issue
of any of the Relevant Documents; or
(ix) an authority or a political body or organisation in any relevant jurisdiction has
commenced any investigation or other action, or announced any intention to investigate
or take other action, against any of the Directors and senior management members of
our Company as set out in the section headed “Directors, Senior Management and
Employees” in this prospectus; or
(x) a portion of the orders in the book-building process, which is considered by the Sole
Overall Coordinator (for itself and on behalf of the Public Offer Underwriters) in its
absolute opinion to be material, at the time the Placing Underwriting Agreement is
entered into, or the investment commitments by any cornerstone investors after signing
of agreements with such cornerstone investors, have been withdrawn, terminated or
cancelled, and the Sole Overall Coordinator, in its sole and absolute discretion,
conclude that it is therefore inadvisable or inexpedient or impracticable to proceed with
the Share Offer; or
(xi) any change or development involving a prospective material adverse change (whether
permanent or not) in the assets, liabilities, shareholders’ equity, management,
performance, business affairs, prospects or financial or trading position of any member
of our Group; or
(xii) any loss or damage has been sustained by any member of our Group (howsoever caused
and whether or not the subject of any insurance or claim against any person) which is
considered by the Sole Overall Coordinator (for itself and on behalf of the Public Offer
Underwriters) in its sole and absolute opinion to be material; or
UNDERWRITING
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(b) there shall develop, occur, exist or come into effect:
(i) any local, national, regional, international event or circumstance, or series of events or
circumstances, beyond the reasonable control of the Underwriters (including, without
limitation, any acts of government or orders of any courts, strikes, lock-outs, fire,
explosion, flooding, civil commotion, acts of God, acts of terrorism, declaration of a
local, regional, national or international emergency, riots, public disorder, economic
sanctions, outbreaks of diseases, pandemics or epidemics (including, without
limitation, novel coronavirus (COVID-19), Severe Acute Respiratory Syndrome
(SARS), avian influenza A (H5N1), influenza B, Swine Flu (H1N1), Middle East
Respiratory Syndrome or such related or mutated forms) or interruption or delay in
transportation); or
(ii) any material adverse change or development involving a prospective change, or any
event or circumstance or series of events or circumstances likely to result in any
material adverse change or development involving a prospective change, in any local,
regional, national, international, financial, economic, political, military, industrial,
fiscal, legal regulatory, currency, credit or market conditions (including, without
limitation, conditions in the stock and bond markets, money and foreign exchange
markets, the interbank markets and credit markets); or
(iii) any moratorium, suspension or restriction on trading in securities generally (including,
without limitation, any imposition of or requirement for any minimum or maximum
price limit or price range) in or on trading in securities generally on the Stock
Exchange, the New Y ork Stock Exchange, the London Stock Exchange, the Nasdaq
Global Market, the Shanghai Stock Exchange, the Shenzhen Stock Exchange and the
Singapore Stock Exchange; or
(iv) any new laws, or any material adverse change or development involving a prospective
change in existing Laws, or any event or circumstance or series of events or
circumstances likely to result in any material adverse change or development involving
a prospective change in the interpretation or application of existing laws by any court
or other competent authority, in each case, in or affecting any of Hong Kong, Malaysia,
the Cayman Islands, the BVI or any other jurisdictions relevant to the business and/or
the operation of any member of our Group or the Share Offer (the “ Specific
Jurisdictions ”); or
(v) any general moratorium, suspension or restriction on commercial banking activities, or
any disruption in commercial banking activities, or any disruption in commercial
banking activities, foreign exchange trading, trading in securities on the Stock
Exchange, the New Y ork Stock Exchange, the London Stock Exchange, the Nasdaq
Global Market, the Shanghai Stock Exchange, the Shenzhen Stock Exchange and the
Singapore Stock Exchange, or securities settlement or clearance services or procedures
or matters, in or affecting any of the Specific Jurisdictions; or
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(vi) the imposition of economic sanctions, in whatever form, directly or indirectly, by or for
any of the Specific Jurisdictions; or
(vii) a material adverse change or development involving a prospective change in or
affecting taxation or exchange control (or the implementation of any exchange control),
currency exchange rates or foreign investment laws (including, without limitation, any
change in the system under which the value of the Hong Kong currency is linked to that
of the currency of the United States or a material fluctuation in the exchange rate of the
Hong Kong dollar against any foreign currency) in or affecting any of the Specific
Jurisdictions or affecting an investment in the Shares; or
(viii) any material adverse change or development involving a prospective material change,
or a materialisation of, any of the risks set out in the section headed “Risk Factors” in
this prospectus; or
(ix) any litigation or claim of any third party of material and adverse nature being
threatened or instigated against any member of our Group or any of the Warrantors; or
(x) any of our Directors and senior management members of our Company as set out in the
section headed “Directors, Senior Management and Employees” in this prospectus
being charged with an indicatable offence or prohibited by operation of law or
otherwise disqualified from taking part in the management of a company; or
(xi) the chairman or chief executive officer of our Company vacating his or her office; or
(xii) the commencement by any governmental, regulatory or political body or organisation
of any investigation or action against any of our Directors and senior management
members of our Company in his or her capacity as such or an announcement by any
governmental, regulatory or political body or organisation that it intends to take any
such investigation or action; or
(xiii) a contravention by any member of our Group or any of our Directors of the GEM
Listing Rules, the Companies Ordinance or any other laws applicable to the Share
Offer; or
(xiv) a prohibition on our Company for whatever reason from allotting, issuing or selling the
Offer Shares and/or the Shares that may be issued pursuant to the exercise of the Offer
Size Adjustment Option pursuant to the terms of the Share Offer;
(xv) non-compliance of this prospectus and the other Relevant Documents or any aspect of
the Share Offer with the GEM Listing Rules or any other laws applicable to the Share
Offer; or
(xvi) a valid demand by any creditor for repayment or payment of any indebtedness of any
member of our Group or in respect of which any member of our Group is liable prior to
its stated maturity; or
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(xvii) an order or a petition is presented for the winding up or liquidation of any member of
our Group or any member of our Group makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for the
winding-up of any member of our Group or a provisional liquidator, receiver or
manager is appointed to take over all or part of the assets or undertaking of any member
of our Group or anything analogous thereto occurs in respect of any member of our
Group,
which, in each case or in aggregate, in the sole and absolute opinion of the Sole Overall
Coordinator (for itself and on behalf of the Public Offer Underwriters):
(A) has or is or will or may or could be expected to have a material adverse effect on the
assets, liabilities, business, general affairs, management, shareholders’ equity, profits,
losses, results of operation, financial, trading or other conditions or prospects or risks
of our Company or our Group or any member of our Group or to any present or
prospective shareholder of our Company in his, her or its capacity as such; or
(B) has or will or may have or could be expected to have a material adverse effect on the
success, marketability or pricing of the Share Offer or the level of applications under
the Public Offer or the level of interest under the Placing; or
(C) makes or will make or may make it inadvisable, inexpedient or impracticable for any
part of the Public Offer or the Placing to proceed as envisaged or to market the Share
Offer or to deliver the Offer Shares on the terms and in the manner as contemplated by
this prospectus; or
(D) has or will or may have the effect of (i) making any part of the Public Offer
Underwriting Agreement (including underwriting) incapable or impracticable of
performance in accordance with its terms; or (ii) preventing or delaying the processing
of applications and/or payments pursuant to the Share Offer or pursuant to the
underwriting thereof.
Undertakings to the Stock Exchange pursuant to the GEM Listing Rules
Undertakings by our Company
Pursuant to Rule 17.29 of the GEM Listing Rules, our Company has undertaken to the Stock
Exchange that no further Shares or securities convertible into equity securities of our Company
(whether or not of a class already listed) may be issued or sold or transferred out of treasury by our
Company or form the subject of any agreement to such an issue, or sale or transfer out of treasury
within six months from the Listing Date (whether or not such issue of Shares or securities, or sale or
transfer of treasury shares will be completed within six months from the Listing Date), except (a)
pursuant to the Share Offer (including any Shares which may be issued pursuant to the exercise of the
Offer Size Adjustment Option or any options which may be granted under the Share Option Scheme);
and (b) under any of the other circumstances as permitted under Rule 17.29 of the GEM Listing Rules.
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Undertakings by our Controlling Shareholders
Pursuant to Rule 13.16A(1) of the GEM Listing Rules, each of our Controlling Shareholders has
undertaken to the Stock Exchange and our Company that, except pursuant to the Share Offer, including
the exercise of the Offer Size Adjustment Option and the grant and the exercise of the options under the
Share Option Scheme, he/she/it shall not and shall procure that the relevant registered holder(s) shall
not without the prior written consent of the Stock Exchange or unless otherwise in compliance with the
applicable requirement of the GEM Listing Rules:
(a) in the period commencing on the date by reference to which disclosure of his/her/its
shareholding is made in this prospectus and ending on the date which is six months from the
Listing Date (the “ First Six Months Period’ ’), dispose of, nor enter into any agreement to
dispose of or otherwise create any options, rights, interests or encumbrances in respect of,
any of the Shares or securities in respect of which he/she/it is shown by this prospectus to be
the beneficial owner; or
(b) in the period of six months commencing on the date on which the First Six Months Period
expires (the “ Second Six Months Period ”), dispose of, nor enter into any agreement to
dispose of or otherwise create any options, rights, interests or encumbrances in respect of,
any of the Shares or securities referred to in (a) above if, immediately following such
disposal or upon the exercise or enforcement of such options, rights, interests or
encumbrances, he/she/it would cease to be a Controlling Shareholder of our Company.
Pursuant to Rule 13.19 of the GEM Listing Rules, each of our Controlling Shareholders has
further undertaken to the Stock Exchange and our Company respectively that, within the period from the
date by reference to which disclosure of his/her/its shareholding in our Company is made in this
prospectus and ending on the date which is 12 months from the Listing Date, he/she/it shall:
(a) in the event that he/she/it pledges or charges any direct or indirect interest in relevant
securities under Rule 13.18(1) of the GEM Listing Rules, or pursuant to any right or waiver
granted by the Stock Exchange pursuant to Rule 13.18(4) of the GEM Listing Rules, at any
time during the relevant periods specified in Rule 13.16(A) of the GEM Listing Rules,
he/she/it must immediately inform our Company and thereafter disclose the details specified
in Rule 17.43(1) to Rule 17.43(4) of the GEM Listing Rules; and
(b) having pledged or charged any interest in securities referred to in (a) above, he/she/it must
inform our Company immediately in the event that he/she/it becomes aware that the pledgee
or chargee has disposed of or intends to dispose of such interest and of the number of Shares
or securities affected.
Our Company will inform the Stock Exchange as soon as we have been informed of the matters
referred to in paragraphs (a) and (b) above (if any) by our Controlling Shareholders and subject to the
then applicable requirements of the GEM Listing Rules disclose such matters by way of an
announcement.
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Undertakings to the Public Offer Underwriters pursuant to the Public Offer Underwriting Agreement
Undertakings by our Company
Pursuant to the Public Offer Underwriting Agreement, our Company has undertaken to and
covenanted with each of the Sole Sponsor, the Sole Overall Coordinator, the Joint Bookrunners, the
Joint Lead Managers, the Co-Managers and the Public Offer Underwriters that, without the prior written
consent of the Sole Overall Coordinator (for itself and on behalf of the Public Offer Underwriters) and
unless in compliance with the GEM Listing Rules and the applicable laws, except pursuant to the Share
Offer, the Capitalisation Issue, or the allotment and issue of Shares upon the exercise of the Offer Size
Adjustment Option or any option granted under the Share Option Scheme, our Company shall not, at
any time during the First Six Months Period:
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot,
issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant,
contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract
or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance
(as defined in the Public Offer Underwriting Agreement) over, or agree to transfer or dispose
of or create an Encumbrance over, either directly or indirectly, conditionally or
unconditionally, any Shares or any other securities of our Company or any interest in any of
the foregoing (including any securities convertible into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any Shares or
other securities of our Company or any interest in any of the foregoing); or
(ii) enter into any swap, derivative or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of subscription or ownership of any Shares or other
securities of our Company or any interest therein (including any securities convertible into or
exchangeable or exercisable for, or that represent the right to receive, or any warrants or
other rights to purchase, any Shares or other securities of our Company or any interest in any
of the foregoing); or
(iii) enter into any transaction with the same economic effect as any transaction described in (i)
or (ii) above; or
(iv) offer to or agree to do any of the foregoing or announce any intention to do so,
in each case, whether any of the transactions set out in paragraphs (i), (ii) or (iii) above is to be settled
by delivery of Shares or other securities of our Company, or in cash or otherwise (whether or not the
issue of such Shares or other securities will be completed within the First Six Months Period). In the
event that, during the Second Six Months Period, our Company enters into any of the transactions set
out in paragraphs (i), (ii) or (iii) above or offers or agrees or contracts to, or publicly announces an
intention to, enter into any such transactions, our Company shall take all reasonable steps to ensure
compliance with applicable legal and regulatory requirements relating to the avoidance of creating a
disorderly or false market in the Shares or other securities of our Company. Each of our Controlling
Shareholders also undertakes to each of the Sole Sponsor, the Sole Overall Coordinator, the Joint
Bookrunners, the Joint Lead Managers, the Co-Managers and the Public Offer Underwriters to procure
our Company’s compliance with the foregoing undertakings.
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Undertakings by our controlling shareholders
Pursuant to the Public Offer Underwriting Agreement, each of our Controlling Shareholders has
undertaken to and covenanted with each of our Company, the Sole Sponsor, the Sole Overall
Coordinator, the Joint Bookrunners, the Joint Lead Managers, the Co-Managers and the Public Offer
Underwriters that:
(a) during the First Six Months Period, he/she/it shall not, and shall procure the relevant
registered holder(s) and his/her/its close associates and companies controlled by him/her/it
and any nominee or trustee holding in trust for him/her/it shall not, without the prior written
consent of the Sole Overall Coordinator (for itself and on behalf of the Public Offer
Underwriters) and unless in compliance with the requirements of the GEM Listing Rules:
(i) sell, transfer or dispose of, offer or contract to sell, transfer or dispose of, nor enter into
any agreements to sell, transfer or dispose of or grant or agree to grant any options,
warrants, rights, interests or warrant to purchase or subscribe for, lend or otherwise
transfer or dispose of, or otherwise create or agree to create a mortgage, charge, pledge,
lien, option, restriction, right of first refusal, security interest, claim, equity interest,
right of pre-emption, third party right or interest, or interests or rights of the same
nature as the foregoing or other encumbrance or security interest of any kind, or
another type of preferential arrangement (including, without limitation, retention
arrangement) having similar effect (the “ Encumbrances ”) over, or enter into any
transaction or swap or other arrangement that transfers to another, or which is designed
to, or might reasonably be expected to, result in the disposition of (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise), in
whole or in part, either directly or indirectly, any of the Shares (or any interest in any
Shares or any voting or other right attaching to any Shares) or any other securities
convertible into or exchangeable for or which carry a right to subscribe for, purchase,
acquire or receive any such Shares or such securities (together, the “ Relevant
Securities” ) owned by him/her/it or any of his/her/its associates or in which he/she/it
or any of his/her/its associates is, directly or indirectly, interested in immediately after
the completion of the Capitalisation Issue, the Share Offer and the allotment and issue
of any other Shares or securities of or interest in our Company arising or deriving
therefrom as a result of capitalisation issue or scrip dividend or otherwise or enter into
any swap, derivative or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of the acquisition or ownership of any such Shares
or such securities; or
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(ii) sell, transfer or dispose of, offer to sell, contract to sell, transfer or dispose of, nor enter
into any agreements to sell, transfer or dispose of or grant or agree to grant any options,
warrants, rights or interests to purchase or subscribe for, lend or otherwise transfer or
dispose of, or create or agree to create any Encumbrances, or enter into any transaction
or swap or other arrangement that transfers to another, or which is designed to, or might
reasonably be expected to, result in the disposition of whether by actual disposition or
effective economic disposition due to cash settlement or otherwise), in whole or in part,
either directly or indirectly any shares or interest in any company controlled by
him/her/ it or any of his/her/its associates which is the beneficial owner (directly or
indirectly) of any Relevant Securities (or any other shares or securities of or interest in
such company arising or deriving therefrom as a result of capitalisation issue or scrip
dividend or otherwise); or
(iii) agree (conditionally or unconditionally) to enter into or effect any transaction with the
same economic effect as any of the transactions referred to in paragraph (a)(i) or (a)(ii)
above; or
(iv) announce any intention to enter into or effect any of the transactions referred to in
paragraph (a)(i), (a)(ii) or (a)(iii) above; and
(b) during the Second Six Months Period, he/she/it shall not, and shall procure that the relevant
registered holder(s) and his/her/its close associates or companies controlled by him/her/it
and any nominee or trustee holding in trust for him/her/it shall not, without the prior written
consent of the Sole Overall Coordinator (for itself and on behalf of the Public Offer
Underwriters) and unless in compliance with the GEM Listing Rules:
(i) sell, transfer, dispose of, offer to sell, transfer or dispose of nor enter into any
agreement to sell, transfer or dispose of or grant any options, warrants, rights or
interests or create any Encumbrances (including the creation or entry into of any
agreement to create any pledge or charge or Encumbrances over, or by entering into any
transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise)) in respect of any Relevant Securities held by him/her/it or any
of his/her/its associates or companies controlled by him/her/it or any nominee or
trustee holding in trust for him/her/it if, immediately following such disposal or upon
the exercise or enforcement of such options, rights, interests or encumbrances, he/she/it
would cease to be a “controlling shareholder” (as defined in the GEM Listing Rules) or
would together with the other Controlling Shareholders cease to be a group of
“controlling shareholders” (as defined in the GEM Listing Rules) of our Company;
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Relevant Securities, whether
any of the foregoing transactions is to be settled by delivery of the Relevant Securities
or such other securities, in cash or otherwise;
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(iii) agree (conditionally or unconditionally) to enter into or effect any transaction with the
same economic effect as any of the transactions referred to in paragraphs (b)(i) or
(b)(ii) above;
(iv) announce any intention to enter into or effect any of the transactions referred to in
paragraphs (b)(i), (b)(ii) or (b)(iii) above;
(c) in the event of a disposal of any Relevant Securities or any interests therein within the
Second Six Months Period, he/she/it shall take all reasonable steps to ensure that such a
disposal shall not create a disorderly or false market for any Shares or other securities of our
Company; and
(d) he/she/it shall, and shall procure that his/her/its close associates and companies controlled by
and nominees or trustees holding in trust for him/her/it shall, comply with all the restrictions
and requirements under the GEM Listing Rules on the sale, transfer or disposal by him/her/it
or by the registered holder controlled by him/her/it of any Shares.
Each of our Controlling Shareholders has also further undertaken to our Company, the Sole
Sponsor, the Sole Overall Coordinator, the Joint Bookrunners, the Joint Lead Managers, the
Co-Managers and the Public Offer Underwriters that, within the period commencing on the date of the
Public Offer Underwriting Agreement and ending on the date which is 12 months from the Listing Date,
he/she/it will:
(a) when he/she/it pledges or charges any Shares or other securities (or any interest therein)
beneficially owned by him/her/it, immediately inform our Company, the Sole Sponsor and
the Sole Overall Coordinator in writing of such pledges or charges together with the number
of securities and nature of interest so pledged or charged; and
(b) when he/she/it receives indications, either verbal or written, from any pledgee or chargee that
any of the pledged or charged securities or interests in the securities of our Company will be
sold, transferred or disposed of, immediately inform our Company, the Sole Sponsor and the
Sole Overall Coordinator in writing of such indications.
The Placing
Placing Underwriting Agreement
In connection with the Placing, it is expected that our Company will enter into the Placing
Underwriting Agreement with, among others, the Placing Underwriters, on terms and conditions that are
substantially similar to the Public Offer Underwriting Agreement as described above and on the
additional terms described below.
UNDERWRITING
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Under the Placing Underwriting Agreement, subject to the conditions set forth therein, the Placing
Underwriters are expected to procure subscribers and purchasers to subscribe for or purchase, or failing
which they shall subscribe for or purchase, the 112,500,000 Placing Shares being initially offered
pursuant to the Placing. It is expected that the Placing Underwriting Agreement may be terminated on
similar grounds as the Public Offer Underwriting Agreement. Potential investors shall be reminded that
in the event that the Placing Underwriting Agreement is not entered into, the Share Offer will not
proceed. The Placing Underwriting Agreement is conditional on and subject to the Public Offer
Underwriting Agreement having been executed, becoming unconditional and not having been
terminated. It is expected that pursuant to the Placing Underwriting Agreement, our Company and
Controlling Shareholder will make similar undertakings as those given pursuant to the Public Offer
Underwriting Agreement as described in the paragraphs headed “Underwriting arrangement and
expenses – Undertakings to the Public Offer Underwriters pursuant to the Public Offer Underwriting
Agreement” in this section.
Our Company is expected to grant to the Sole Overall Coordinator the Offer Size Adjustment
Option exercisable by the Sole Overall Coordinator (for itself and on behalf of the Placing
Underwriters) at any time from the Listing Date until 30 days after the last day of lodging applications
under the Public Offer, to require our Company to allot and issue up to an aggregate of 18,748,000
additional Placing Shares, representing approximately 15% of the Offer Shares initially available under
the Share Offer, at the Offer Price under the Placing to, among other things, cover over allocations, if
any, in the Placing.
Commission and expenses
The Sole Overall Coordinator (for itself and on behalf of the Underwriters) will receive an
underwriting commission of 4.68% of the aggregate Offer Price payable for the Offer Shares (including
any Shares to be issued pursuant to the Offer Size Adjustment Option) (the “ Fixed Fees ”). Our
Company will not pay the Underwriters discretionary incentive fee for the Share Offer (the
“Discretionary Fee ”). The ratio of the Fixed Fees and the Discretionary Fee is therefore 100:0.
For any unsubscribed Public Offer Shares re-allocated to the Placing, the underwriting
commission will not be paid to the Public Offer Underwriters but will instead be paid at the rate
applicable to the Placing, to the relevant Public Offer Underwriters.
Assuming the Offer Size Adjustment Option is not exercised, the estimated underwriting fee, the
sponsor fees, the documentation and advisory fee, listing fees, the Stock Exchange trading fee, the
brokerage, the SFC transaction levy, the AFRC transaction levy, legal and other professional fees
together with printing and other expenses relating to the Share Offer are estimated to amount to
approximately HK$25.3 million in total based on an Offer Price of HK$0.65 (being the mid-point of the
indicative Offer Price range) and 125,000,000 Offer Shares, and are payable by our Company.
UNDERWRITING
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SOLE SPONSOR’S, SOLE OVERALL COORDINATOR’S, JOINT BOOKRUNNERS’, JOINT
LEAD MANAGERS’, CO-MANAGERS’ AND UNDERWRITERS’ INTEREST IN OUR
COMPANY
The Sole Sponsor will receive a sponsorship and documentation fee. The Sole Overall Coordinator
(for itself and on behalf of the other Underwriters) will receive an underwriting commission. Particulars
of these underwriting commission and expenses are set forth under the paragraphs headed
“Underwriting arrangements and expenses – Commission and expenses” in this section.
Our Company has appointed Lego Corporate Finance Limited as its compliance adviser pursuant
to Rule 6A.19 of the GEM Listing Rules for the period commencing on the Listing Date and ending on
the date on which our Company complies with Rule 18.03 of the GEM Listing Rules in respect of our
Company’s financial results for the first full financial year commencing after the Listing Date.
Save as disclosed above, none of the Sole Sponsor, the Sole Overall Coordinator, the Joint
Bookrunners, the Joint Lead Managers, the Co-Managers and the Underwriters is interested legally or
beneficially in shares of any members of the Group or has any right or option (whether legally
enforceable or not) to subscribe for or purchase or to nominate persons to subscribe for or purchase
securities in any members of the Group nor any interest in the Share Offer.
INDEPENDENCE OF THE SOLE SPONSOR
The Sole Sponsor satisfies the independence criteria applicable to the sole sponsor as set out in
Rule 6A.07 of the GEM Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The Underwriters of the Public Offer and the Placing (together, the “ Syndicate Members ”) and
their affiliates may each individually undertake a variety of activities (as further described below) which
do not form part of the underwriting.
The Syndicate Members and their affiliates are diversified financial institutions with relationships
in countries around the world. These entities engage in a wide range of commercial and investment
banking, brokerage, funds management, trading, hedging, investing and other activities for their own
account and for the account of others. In the ordinary course of their various business activities, the
Syndicate Members and their respective affiliates may purchase, sell or hold a broad array of
investments and actively trade securities, derivatives, loans, commodities, currencies, credit default
swaps and other financial instruments for their own account and for the accounts of their customers.
Such investment and trading activities may involve or relate to assets, securities and/or instruments of
our Company and/or persons and entities with relationships with our Company and may also include
swaps and other financial instruments entered into for hedging purposes in connection with our Group’s
loans and other debt.
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In relation to issues by the Syndicate Members or their affiliates of any listed securities having the
Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange,
the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to
act as a market maker or liquidity provider in the security, and this will also result in hedging activity in
the Shares in most cases. Such activities may affect the market price or value of our Shares, the liquidity
or trading volume in our Shares and the volatility of the price of our Shares, and the extent to which this
occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will be
subject to certain restrictions, including the following:
(a) the Syndicate Members must not, in connection with the distribution of the Offer Shares,
effect any transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise, with a
view to maintaining the market price of any of the Offer Shares at levels other than those
which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations, including the
market misconduct provisions of the SFO, including the provisions prohibiting insider
dealing, false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to time,
and expect to provide in the future, investment banking and other services to our Company and our
affiliates for which such Syndicate Members or their respective affiliates have received or will receive
customary fees and commissions.
MINIMUM PUBLIC FLOAT
Our Directors will ensure that there will be a minimum 25% of the total issued Shares of our
Company (excluding treasury shares) held in public hands in accordance with Rule 11.23 of the GEM
Listing Rules after completion of the Share Offer.
UNDERWRITING
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THE SHARE OFFER
The Share Offer comprises:
(a) the Public Offer of initially 12,500,000 Offer Shares (subject to re-allocation) in Hong Kong
as described under the sub-section headed “The Public Offer” below; and
(b) the Placing of initially 112,500,000 Offer Shares (subject to re-allocation and the Offer Size
Adjustment Option) as described under the sub-section headed “The Placing” below.
Investors may apply for Offer Shares under the Public Offer or apply for or, if qualified to do so,
indicate an interest for the Offer Shares under the Placing, but may not do both.
The Offer Shares will represent 25.0% of the enlarged issued share capital of our Company
immediately following completion of the Share Offer (assuming that the Offer Size Adjustment Option
is not exercised and without taking into account any Shares which may be allotted and issued upon the
exercise of any options which may be granted under the Share Option Scheme). Assuming the Offer Size
Adjustment Option is exercised in full, the Offer Shares (including the Shares to be issued pursuant to
the full exercise of the Offer Size Adjustment Option, and without taking into account any Shares which
may be allotted and issued upon the exercise of any options which may be granted under the Share
Option Scheme) will represent approximately 27.7% of the enlarged issued share capital of our
Company immediately following completion of the Share Offer and the exercise of the Offer Size
Adjustment Option.
The number of Offer Shares to be offered under the Public Offer and the Placing, respectively,
may be subject to re-allocation as described in the sub-section headed “Re-allocation” below.
CONDITIONS OF THE SHARE OFFER
Acceptance of all applications for the Offer Shares pursuant to the Share Offer will be conditional
upon, among other things:
(i) the Listing Committee granting the approval for the listing of, and permission to deal in, the
Shares in issue and to be issued pursuant to the Capitalisation Issue and the Share Offer,
including the Shares which may be issued upon the exercise of the Offer Size Adjustment
Option and the options which may be granted under the Share Option Scheme, and such
listing and permission not subsequently having been revoked prior to the commencement of
dealings in the Shares on GEM of the Stock Exchange;
(ii) the agreement on the final Offer Price between the Sole Overall Coordinator (for itself and
on behalf of the Underwriters) and our Company being entered into on the Price
Determination Date;
(iii) the execution and delivery of the Placing Underwriting Agreement on or around the Price
Determination Date; and
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
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(iv) the obligations of the Public Offer Underwriters under the Public Offer Underwriting
Agreement and the obligations of the Placing Underwriters under the Placing Underwriting
Agreement becoming and remaining unconditional in accordance with the terms and
conditions of the respective agreements,
in each case, on or before the dates and times specified in the Public Offer Underwriting Agreement or
the Placing Underwriting Agreement (unless and to the extent such conditions are validly waived on or
before such dates and times) and in any event not later than the date which is the 30th day after the date
of this prospectus.
The consummation of each of the Public Offer and the Placing is conditional upon, among other
things, the other becoming unconditional and not having been terminated in accordance with its terms.
If any of the above conditions has not been fulfilled or waived prior to the times and dates
specified, the Share Offer will lapse and the Stock Exchange will be notified immediately. We will
cause the notice of the lapse of the Share Offer to be published by our Company on the Stock
Exchange’s website at www.hkexnews.hk
and our Company’s website at
https://bbsbholdings.com.my/ on the next day following such lapse. In such event, all application
monies will be refunded, without interest. The terms on which the application monies will be refunded
are set forth under the sub-section headed “How to Apply for Public Offer Shares – D. Despatch of
share certificates and refund of application monies” in this prospectus. In the meantime, all application
monies will be held in a separate bank account (or separate bank accounts) with the receiving bank or
other licensed bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong) (as amended).
Share certificates for the Offer Shares are expected to be issued on Monday, 12 January 2026
but will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the
Share Offer has become unconditional in all respects and neither of the Underwriting Agreements
has been terminated in accordance with its terms. Investors who trade Shares on the basis of
publicly available allocation details prior to the receipt of Share certificates or prior to the Share
certificates becoming valid evidence of title do so entirely at their own risk.
THE PUBLIC OFFER
Number of Public Offer Shares initially offered
Our Company is initially offering 12,500,000 Offer Shares for subscription by the public in Hong
Kong at the Offer Price, representing 10% of the total number of Offer Shares initially available under
the Share Offer. Subject to the re-allocation of Offer Shares between the Public Offer and the Placing,
the Public Offer Shares will represent approximately 2.5% of the enlarged issued share capital of our
Company immediately following the completion of the Share Offer (assuming that the Offer Size
Adjustment Option is not exercised and without taking into account any Shares which may be allotted
and issued upon the exercise of any options which may be granted under the Share Option Scheme).
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 342 –


--- page 353 ---
The Public Offer is open to members of the public in Hong Kong as well as to professional,
institutional and/or other investors. Professional investors generally include brokers, dealers, companies
(including fund managers) whose ordinary business involves dealings in shares and other securities and
corporate entities which regularly invest in shares and other securities.
Completion of the Public Offer is subject to the conditions as set out in the sub-section headed
“Conditions of the Share Offer” in this section.
Allocation
Allocation of the Public Offer Shares to investors under the Public Offer will be based solely on
the level of valid applications received under the Public Offer. The basis of allocation may vary,
depending on the number of Public Offer Shares validly applied for by applicants. Such allocation
could, where appropriate, consist of balloting, which would mean that some applicants may receive a
higher allocation than others who have applied for the same number of Public Offer Shares, and those
applicants who are not successful in the ballot may not receive any Public Offer Shares.
Re-allocation
The Offer Shares to be offered in the Public Offer and the Placing may, in certain circumstances,
be re-allocated as between these offerings at the discretion of the Sole Overall Coordinator (for itself
and on behalf of the Underwriters). Subject to the allocation cap described in the subsequent paragraph,
the Sole Overall Coordinator (for itself and on behalf of the Underwriters) may in its discretion
re-allocate the Offer Shares from the Placing to the Public Offer to satisfy valid applications under the
Public Offer. In addition, if the Public Offer is not fully subscribed, the Sole Overall Coordinator (for
itself and on behalf of the Underwriters) will have the discretion (but shall not be under any obligation)
to reallocate to the Placing all or any unsubscribed Public Offer Shares in such amounts as they deem
appropriate.
If: (i) the Placing Shares are fully subscribed or oversubscribed and the Public Offer Shares are
fully subscribed or oversubscribed irrespective of the number of times; or (ii) the Placing Shares are
undersubscribed and the Public Offer Shares are fully subscribed or oversubscribed irrespective of the
number of times, then up to 6,248,000 Offer Shares may be re-allocated from the Placing to the Public
Offer, so that the total number of Offer Shares available for subscription under the Public Offer will
increase up to 18,748,000 Offer Shares, representing approximately 15% of the number of Offer Shares
initially available under the Share Offer and the final Offer Price shall be fixed at the low-end of the
indicative Offer Price range (i.e. HK$0.60 per Offer Share) in accordance with Chapter 4.14 of the
Guide for New Listing Applicants. In the circumstances where the Placing Shares are fully subscribed
or oversubscribed and the Public Offer Shares are undersubscribed, there will be no re-allocation from
the Placing to the Public Offer, and no over-allocation of Shares to the Public Offer.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 343 –


--- page 354 ---
Given the initial allocation of the Offer Shares to the Public Offer and the Placing follows
Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide for New Listing Applicants and
the provision of Paragraph 4 of Practice Note 6 of the GEM Listing Rules, no mandatory clawback or
re-allocation mechanism is required to increase the number of Offer Shares under the Public Offer to a
certain percentage of the total number of Offer Shares offered under the Share Offer.
Details of any re-allocation of Offer Shares between the Public Offer and the Placing will be
disclosed in the results announcement of the Share Offer, which is expected to be published on Monday,
12 January 2026.
Where the Placing Shares are undersubscribed, if the Public Offer Shares are also
undersubscribed, the Share Offer will not proceed unless the Underwriters would subscribe or procure
subscribers for their respective applicable proportions of the Offer Shares being offered which are not
taken up under the Share Offer on the terms and conditions of this Prospectus and the Underwriting
Agreements.
Applications
Each applicant under the Public Offer will be required to give an undertaking and confirmation in
the application submitted by him/her/it that he/she/it and any person(s) for whose benefit he/she/it is
making the application have not applied for or taken up, or indicated an interest for, and will not apply
for or take up, or indicate an interest for, any Offer Shares under the Placing, and such applicant’s
application is liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue
(as the case may be) or if such applicant has been or will be placed or allocated Offer Shares under the
Placing.
The Listing is sponsored by the Sole Sponsor. Applicants under the Public Offer may be required
to pay, on application (subject to application channels), the maximum Offer Price of HK$0.70 per Offer
Share in addition to the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee, amounting to a total of HK$2,828.24 per board lot of 4,000 Shares. If the Offer
Price, as finally determined in the manner described in the sub-section headed “Price determination of
the Share Offer” in this section, is less than the maximum Offer Price of HK$0.70 per Offer Share,
appropriate refund payments (including the brokerage, the SFC transaction levy, the AFRC transaction
levy and the Stock Exchange trading fee attributable to the surplus application monies) will be made to
successful applicants, without interest (subject to application channels). Further details are set out
below in the section headed “How to Apply for Public Offer Shares” in this prospectus.
References in this prospectus to applications, application monies or to the procedure for
application relate solely to the Public Offer.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 344 –


--- page 355 ---
THE PLACING
Number of Placing Shares initially offered
Subject to the re-allocation as described above, the number of Offer Shares to be initially offered
for subscription under the Placing will be 112,500,000 Placing Shares, representing 90% of the total
number of Offer Shares initially available under the Share Offer, and approximately 22.5% of our
Company’s enlarged issued share capital immediately following completion of the Share Offer
(assuming that the Offer Size Adjustment Option is not exercised and without taking into account any
Shares which may be issued and allotted upon the exercise of options which may be granted under the
Share Option Scheme).
Allocation
The Placing will include selective marketing of the Placing Shares to professional, institutional
and/or other investors anticipated to have a sizeable demand for such Placing Shares. Professional
investors generally include brokers, dealers, companies (including fund managers) whose ordinary
business involves dealings in shares and other securities and corporate entities which regularly invest in
shares and other securities. Allocation of the Placing Shares pursuant to the Placing will be effected in
accordance with the “book-building” process described in the sub-section headed “Price determination
of the Share Offer” below and based on a number of factors, including the level and timing of demand,
the total size of the relevant investor’s invested assets or equity assets in the relevant sector and whether
or not it is expected that the relevant investor is likely to buy further Offer Shares, and/or hold or sell its
Offer Shares, after the Listing. Such allocation is intended to result in a distribution of the Offer Shares
on a basis which would lead to the establishment of a solid professional and institutional shareholder
base to the benefit of our Company and our Shareholders as a whole.
The Sole Overall Coordinator (for itself and on behalf of the Underwriters) may require any
investor who has been offered Placing Shares under the Placing, and who has made an application under
the Public Offer to provide sufficient information to the Sole Overall Coordinator (for itself and on
behalf of the Underwriters) so as to allow it to identify the relevant application under the Public Offer
and to ensure that it is excluded from any application of the Public Offer Shares under the Public Offer.
Re-allocation
The total number of Offer Shares to be issued or sold pursuant to the Placing may change as a
result of the re-allocation arrangement as described in the sub-section headed “The Public Offer –
Re-allocation” and the exercise of the Offer Size Adjustment Option as described in the sub-section
headed “Offer Size Adjustment Option” in this section.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 345 –


--- page 356 ---
OFFER SIZE ADJUSTMENT OPTION
In connection with the Share Offer, our Company has granted the Offer Size Adjustment Option to
the Placing Underwriters, exercisable by the Sole Overall Coordinator (for itself and on behalf of the
Placing Underwriters), to cover over allocations under the Placing (if any).
Pursuant to the Offer Size Adjustment Option, our Company may be required to allot and issue, at
the final Offer Price, up to an aggregate of 18,748,000 additional new Shares, representing
approximately 15% of the Offer Shares initially available under the Share Offer.
The Offer Size Adjustment Option can only be exercised by the Sole Overall Coordinator (for
itself and on behalf of the Underwriters) at any time before 5:00 p.m. on the business day immediately
preceding the date of the announcement of the results of allocations and the basis of allocation of the
Public Offer Shares; otherwise it will lapse. The Shares to be issued pursuant to the exercise of the
Offer Size Adjustment Option will not be used for price stabilisation purpose and are not subject to the
Securities and Futures (Price Stabilizing) Rules of the SFO (Chapter 571W of the Laws of Hong Kong).
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares will represent
approximately 3.61% of the enlarged issued share capital of our Company in issue following completion
of the Capitalisation Issue and the Share Offer (without taking into account any Shares which may be
issued upon the exercise of any options that may be granted under the Share Option Scheme).
The additional net proceeds that we would receive if the Offer Size Adjustment Option is exercised
in full (assuming the Offer Price of HK$0.65 per Share (being the mid-point of the indicative Offer
Price range)) are estimated to be approximately HK$7.9 million, which would be applied to the
respective uses on a pro-rata basis as disclosed in the sub-section headed “Future Plans and Use of
Proceeds – Use of proceeds” in this prospectus.
Our Company will disclose in the announcement of the results of allocations and the basis of
allocation of the Public Offer Shares whether, and to what extent, the Offer Size Adjustment Option has
been exercised. In the event that the Offer Size Adjustment Option has not been exercise by the Sole
Overall Coordinator (for itself and on behalf of the Placing Underwriters), our Company will confirm in
such announcement that the Offer Size Adjustment Option has lapsed and cannot be exercised at any
future date.
PRICE DETERMINATION OF THE SHARE OFFER
The Placing Underwriters will be soliciting from prospective investors’ indications of interest in
acquiring the Placing Shares in the Share Offer. Prospective professional and institutional investors will
be required to specify the number of the Placing Shares under the Share Offer they would be prepared to
acquire either at different prices or at a particular price. This process, known as “book-building”, is
expected to continue up to, and to cease on or around, the last day for lodging applications under the
Public Offer.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 346 –


--- page 357 ---
Pricing for the Offer Shares for the purpose of the various offerings under the Share Offer will be
fixed on the Price Determination Date, which is expected to be on or before 12:00 noon on Friday, 9
January 2026 by agreement between the Sole Overall Coordinator (for itself and on behalf of the
Underwriters) and our Company, and the number of Offer Shares to be allocated under various offerings
will be determined shortly thereafter.
The Offer Price will not be more than HK$0.70 per Offer Share and is expected to be not less than
HK$0.60 per Offer Share unless otherwise announced, as further explained below. Applicants under the
Public Offer may be required to pay, on application (subject to application channels), the maximum
Offer Price of HK$0.70 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, the
AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565% payable on each
Offer Share. Prospective investors should be aware that the Offer Price to be determined on the Price
Determination Date may be, but is not expected to be, lower than the indicative Offer Price range stated
in this prospectus.
Reduction in Offer Price range and/or number of Offer Shares
The Sole Overall Coordinator (for itself and on behalf of the Underwriters) may, where considered
appropriate, based on the level of interest expressed by prospective professional, institutional and/or
other investors during the book-building process, and with the consent of our Company, reduce the
number of Offer Shares offered in the Share Offer and/or the indicative Offer Price range below that
stated in this prospectus at any time on or prior to the morning of the last day for lodging applications
under the Public Offer. In such a case, we will, as soon as practicable following the decision to make
such reduction, and in any event not later than the morning of the day which is the last day for lodging
applications under the Public Offer, cause there to be published on the websites of the Stock Exchange
(www.hkexnews.hk
) and of our Company ( https://bbsbholdings.com.my/ ) notices of the reduction,
cancellation of the Share Offer and relaunch of the Share Offer at the revised number of Offer Shares
and/or indicative Offer Price range. Upon issue of such a notice, the revised number of Offer Shares
and/or the revised indicative Offer Price range will be final and conclusive, and the Offer Price, if
agreed upon by the Sole Overall Coordinator (for itself and on behalf of the Underwriters) and our
Company, will be fixed within such a revised Offer Price range.
Our Company will also, as soon as practicable following the decision to make such change, issue a
supplemental or new prospectus updating investors of the change in the number of Offer Shares being
offered under the Share Offer and/or indicative Offer Price range. The Share Offer will be cancelled and
subsequently relaunched on FINI pursuant to the supplemental or new prospectus.
Before submitting applications for the Public Offer Shares, applicants should have regard to the
possibility that any announcement of a reduction in the number of Offer Shares and/or the indicative
Offer Price range may not be made until the day which is the last day for lodging applications under the
Public Offer. Such notice will also include confirmation or revision, as appropriate, of the working
capital statement and the Share Offer statistics as currently set out in this prospectus, and any other
financial information which may change as a result of such reduction.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 347 –


--- page 358 ---
In the absence of any such notice so announced and any such supplemental or new prospectus so
published, the number of Offer Shares and/or the indicative Offer Price range shall not be reduced
below that stated in this prospectus and the Offer Price shall under no circumstances be set outside the
Offer Price range indicated in this prospectus.
Announcement of final Offer Price and Basis of Allocations
The final Offer Price, the indications of interest in the Share Offer, the results of applications and
the basis of allotment of the Public Offer Shares available under the Public Offer, are expected to be
announced on Monday, 12 January 2026 on the websites of the Stock Exchange ( www.hkexnews.hk
)
and of our Company ( https://bbsbholdings.com.my/ ).
UNDERWRITING ARRANGEMENTS
The Public Offer is fully underwritten by the Public Offer Underwriters under the terms of the
Public Offer Underwriting Agreement and is conditional upon the Placing Underwriting Agreement
being signed and becoming unconditional.
Our Company expects to enter into the Placing Underwriting Agreement relating to the Placing on
or around the Price Determination Date. These underwriting arrangements and the respective
Underwriting Agreements are summarised in the section headed “Underwriting” in this prospectus.
SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Application has been made to the Stock Exchange for the listing of and permission to deal in our
Shares in issue and to be issued as mentioned in this prospectus. Subject to the granting of the listing of,
and permission to deal in, our Shares on GEM and the compliance with the stock admission
requirements of HKSCC, our Shares will be accepted as eligible securities by HKSCC for deposit,
clearance and settlement in CCASS with effect from the date of commencement of dealings in our
Shares on GEM or such other date as determined by HKSCC. Settlement of transactions between
Exchange Participants (as defined in the GEM Listing Rules) is required to take place in CCASS on the
second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational
Procedures in effect from time to time.
All necessary arrangements have been made for our Shares to be admitted into CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
DEALING ARRANGEMENTS
Assuming that the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on
Tuesday, 13 January 2026, it is expected that dealings in the Shares on the Stock Exchange will
commence at 9:00 a.m. (Hong Kong time) on Tuesday, 13 January 2026.
The Shares will be traded in board lots of 4,000 Shares each. The stock code of the Shares is 8610.
STRUCTURE AND CONDITIONS OF THE SHARE OFFER
– 348 –


--- page 359 ---
IMPORTANT NOTICE TO INVESTORS OF PUBLIC OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Public Offer and below are
the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at
https://bbsbholdings.com.my/ .
The contents of this prospectus are identical to the prospectus as registered with the Registrar
of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR PUBLIC OFFER SHARES
1. Who can apply
Y ou can apply for Public Offer Shares if you or the person(s) for whose benefit you are
applying for:
• are 18 years of age or older; and
• have a Hong Kong address (for the eWhite Form service only) .
Unless permitted by the GEM Listing Rules or a waiver and/or consent has been granted by
the Stock Exchange to us, you cannot apply for any Public Offer Shares if you or the person(s) for
whose benefit you are applying for:
• are an existing Shareholder or close associates; or
• are a Director or any of his/her close associates.
HOW TO APPLY FOR PUBLIC OFFER SHARES
– 349 –


--- page 360 ---
2. Application Channels
The Public Offer period will begin at 9:00 a.m. on Wednesday, 31 December 2025 and
end at 12:00 noon on Thursday, 8 January 2026 (Hong Kong time).
To apply for the Public Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
eWhite Form service www.ewhiteform.com.hk
Enquiries:
+852 2153 1688
Investors who would like
to receive a physical
Share certificate. Public
Offer Shares
successfully applied for
will be allotted and
issued in your own
name.
From 9:00 a.m. on
Wednesday,
31 December 2025 to
11:30 a.m. on Thursday,
8 January 2026, Hong
Kong time.
The latest time for
completing full
payment of application
monies will be
12:00 noon on
Thursday, 8
January 2026,
Hong Kong time.
HKSCC EIPO channel Y our broker or custodian
who is a HKSCC
Participant will submit
an EIPO application on
your behalf through
HKSCC’s FINI system
in accordance with your
instruction.
Investors who would not
like to receive a
physical Share
certificate. Public Offer
Shares successfully
applied for will be
allotted and issued in
the name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
The eWhite Form service and the HKSCC EIPO channel are facilities subject to capacity
limitations and potential service interruptions and you are advised not to wait until the last day of
the application period to apply for the Public Offer Shares.
HOW TO APPLY FOR PUBLIC OFFER SHARES
– 350 –


--- page 361 ---
For those applying through the eWhite Form service, once you complete payment in respect
of any application instructions given by you or for your benefit through the eWhite Form service
to make an application for the Public Offer Shares, an actual application shall be deemed to have
been made. If you are a person for whose benefit the electronic application instructions are
given, you shall be deemed to have declared that only one set of electronic application
instructions has been given for your benefit. If you are an agent for another person, you shall be
deemed to have declared that you have only given one set of electronic application instructions
for the benefit of the person for whom you are an agent and that you are duly authorised to give
those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the eWhite Form service
more than once and obtaining different payment reference numbers without effecting full payment
in respect of a particular reference number will not constitute an actual application.
If you apply through the eWhite Form service, you are deemed to have authorised the
eWhite Form Service Provider to apply on the terms and conditions in this prospectus, as
supplemented and amended by the terms and conditions of the eWhite Form service.
By instructing your broker or custodian to apply for the Public Offer Shares on your behalf
through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorised HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC Participants) to apply for the Public Offer Shares on
your behalf and to do on your behalf all the things stated in this prospectus and any supplement to
it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Public Offer.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for the Public Offer Shares or for any breach of the
terms and conditions of this prospectus.
HOW TO APPLY FOR PUBLIC OFFER SHARES
– 351 –


--- page 362 ---
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual Applicants For Corporate Applicants
• Full name(s)
2 as shown on your
identity document
• Full name(s) 2 as shown on your identity
document
• Identity document’s issuing
country or jurisdiction
• Identity document’s issuing country or
jurisdiction
• Identity document type, with
order of priority:
i. Hong Kong identity card;
or
ii. national identification
document; or
iii. passport; and
• Identity document type, with order of priority:
i. legal entity identifier (LEI) registration
document; or
ii. certificate of incorporation; or
iii. business registration certificate; or
iv. other equivalent document; and
• Identity document number • Identity document number
Notes:
1. If you are applying through the eWhite Form service, you are required to provide a valid e-mail address, a
contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a Hong Kong identity card number, you must confirm that you do not hold a Hong Kong
identity card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in
the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle name and other names (if any) must be input in the same order as shown on the identity document. If
an applicant’s identity document contains both an English and Chinese name, both English and Chinese
names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of
the applicant’s identity document type must be strictly followed and where an individual applicant has a valid
Hong Kong identity card, the Hong Kong identity card number must be used when making an application to
subscribe for the Public Offer Shares. Similarly for corporate applicants, a LEI number must be used if an
entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID ”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
4. The maximum number of joint account holders on FINI is capped at four in accordance with market practice.
HOW TO APPLY FOR PUBLIC OFFER SHARES
– 352 –


--- page 363 ---
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii) the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each
joint beneficial owner. If you do not include this information, the application will be treated as being made
for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
• control the composition of the board of directors of the company;
• control more than half of the voting power of the company; or
• hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power of
attorney, we and the Sole Overall Coordinator, as our agent, have discretion to consider whether to
accept it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Public Offer Shares for Application
Board lot size : 4,000
Permitted number of Public
Offer Shares for application
and amount payable on
application/ successful
allotment
: Public Offer Shares are available for application in
specified board lot sizes only. Please refer to the
amount payable associated with each specified
board lot size in the table below.
The maximum Offer Price is HK$0.70 per Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you
to prefund your application, in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou
are responsible for complying with any such
pre-funding requirement imposed by your broker or
custodian with respect to the Public Offer Shares
you applied for.
HOW TO APPLY FOR PUBLIC OFFER SHARES
– 353 –


--- page 364 ---
By instructing your broker or custodian to apply for
the Public Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorised HKSCC
to cause HKSCC Nominees (acting as nominee for
the relevant HKSCC Participants) to arrange
payment of the final Offer Price, brokerage, SFC
transaction levy, the Stock Exchange trading fee and
the AFRC transaction levy by debiting the relevant
nominee bank account at the Designated Bank for
your broker or custodian.
If you are applying through the eWhite Form
service, you may refer to the table below for the
amount payable for the number of Shares you have
selected. Y ou must pay the respective maximum
amount payable on application in full upon
application for the Public Offer Shares.
No. of Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of Public
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
(HK$) (HK$) (HK$) (HK$)
4,000 2,828.24 48,000 33,938.86 500,000 353,529.76 3,500,000 2,474,708.26
8,000 5,656.48 56,000 39,595.33 600,000 424,235.70 4,000,000 2,828,238.00
12,000 8,484.71 64,000 45,251.81 700,000 494,941.66 4,500,000 3,181,767.76
16,000 11,312.95 72,000 50,908.29 800,000 565,647.60 5,000,000 3,535,297.50
20,000 14,141.19 80,000 56,564.75 900,000 636,353.56 7,500,000 5,302,946.26
24,000 16,969.43 120,000 84,847.15 1,000,000 707,059.50 10,000,000 7,070,595.00
28,000 19,797.67 160,000 113,129.52 1,500,000 1,060,589.26 12,500,000
(1) 8,838,243.76
32,000 22,625.90 200,000 141,411.90 2,000,000 1,414,119.00
36,000 25,454.14 300,000 212,117.86 2,500,000 1,767,648.76
40,000 28,282.38 400,000 282,823.80 3,000,000 2,121,178.50
Notes:
(1) Maximum number of Public Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and the AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the GEM Listing Rules) or to the Hong Kong Share Registrar (for applications made through the application channel
of the eWhite Form Service Provider) while the SFC transaction levy, the Stock Exchange trading fee and the
AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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--- page 365 ---
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraphs headed “A. Applications for Public Offer Shares – 3.
Information required to apply” in this section. If you are suspected of submitting or cause to
submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the eWhite Form service, (ii) HKSCC EIPO
channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made
an application through the eWhite Form or HKSCC EIPO channel, you or the person(s) for
whose benefit you have made the application shall not apply for any Placing Shares.
The Hong Kong Share Registrar would record all applications into its system and identify
suspected multiple applications with identical names and identification document numbers
according to the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications
(“Best Practice Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
document numbers displayed are redacted.
6. Terms and Conditions of an Application
By applying for the Public Offer Shares through the eWhite Form service or HKSCC EIPO
channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf):
(i) undertake to execute all relevant documents and instruct and authorise us and/or the
Sole Overall Coordinator, as our agents, to execute any documents for you and to do on
your behalf all things necessary to register any Public Offer Shares allocated to you in
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit
the allotted Public Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the eWhite Form
service (or as the case may be, the agreement you entered into with your broker or
custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Public Offer
Shares;
HOW TO APPLY FOR PUBLIC OFFER SHARES
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--- page 366 ---
(iv) confirm that you are aware of the restrictions on offers and sales of Shares set out in
this prospectus and they do not apply to you, or the person(s) for whose benefit you
have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that none of our Company, the Sole Sponsor, the Sole Overall Coordinator, the
Joint Bookrunners, the Joint Lead Managers, the Co-Managers, the Underwriters, the
Capital Market Intermediaries, any of their or our Company’s respective directors,
officers, employees, partners, agents, advisors and any other parties involved in the
Share Offer (the “ Relevant Persons ”), the Hong Kong Share Registrar and HKSCC
will not be liable for any information and representations not in this prospectus and any
supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the Hong Kong Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the paragraphs headed “G. Personal data – 3.
Purposes and 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you
will not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the
notification of the result of the ballot by the Hong Kong Share Registrar by way of
publication of the results at the time and in the manner as specified in the sub-section
headed “B. Publication of results” in this section;
(x) confirm that you are aware of the situations specified in the sub-section headed “C.
Circumstances in which you will not be allocated Public Offer Shares” in this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this prospectus;
HOW TO APPLY FOR PUBLIC OFFER SHARES
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(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is
not financed directly or indirectly by our Company, any of the directors, chief
executives, substantial shareholder(s) or existing shareholder(s) of our Company or any
of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from our Company, any of
the directors, chief executives, substantial shareholder(s) or existing shareholder(s) of
our Company or any of its subsidiaries or any of their respective close associates in
relation to the acquisition, disposal, voting or other disposition of the Shares registered
in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Sole Overall Coordinator will rely on your
declarations and representations in deciding whether or not to allocate any Public Offer
Shares to you and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Public Offer Shares applied for or any lesser number allocated to you
under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the Hong Kong
Share Registrar or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the
benefit of that person or by that person or by any other person as agent for that person
by giving electronic application instructions to HKSCC and (2) you have due
authority to give electronic application instructions on behalf of that other person as
its agent.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Public Offer Shares through:
Platform Date/Time
Applying through the eWhite Form service or HKSCC EIPO channel:
Website The designated results of allocation at
www.ewhiteform.com.hk/results
with a “search by ID” function.
24 hours, from 11:00 p.m. on
Monday, 12 January 2026 to
12:00 midnight on Friday, 16
January 2026 (Hong Kong time)
The full list of (i) wholly or partially
successful applicants using the
eWhite Form service and HKSCC
EIPO channel, and (ii) the number of
Public Offer Shares conditionally
allotted to them, among other things,
will be displayed at
www.ewhiteform.com.hk/eAnnouncement /.
The Stock Exchange’s website at
www.hkexnews.hk
and our website at
https://bbsbholdings.com.my/ which
will provide links to the
abovementioned websites of the Hong
Kong Share Registrar.
No later than 11:00 p.m. on
Monday, 12 January 2026
(Hong Kong time)
Telephone +852 2153 1688 – the allocation results
telephone enquiry line provided by the
Hong Kong Share Registrar.
Between 9:00 a.m. and 6:00 p.m.,
from Tuesday, 13 January 2026
to Friday, 16 January 2026
(Hong Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Friday, 9 January 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Friday, 9 January 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies
on allotments to HKSCC as soon as practicable.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of interest
in the Placing, the level of applications in the Public Offer and the basis of allocations of Public
Offer Shares on the Stock Exchange’s website at www.hkexnews.hk
and our website at
https://bbsbholdings.com.my/ by no later than 11: 00 p.m. on Monday, 12 January 2026 (Hong
Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED PUBLIC OFFER
SHARES
Y ou should note the following situations in which Public Offer Shares will not be allocated to you
or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be revoked
pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sole Overall Coordinator, the Hong Kong Share Registrar and our/their respective
agents and nominees have full discretion to reject or accept any application, or to accept only part
of any application, without giving any reasons.
3. If the allocation of Public Offer Shares is void:
The allocation of Public Offer Shares will be void if the Stock Exchange does not grant
permission to list the Shares either:
• within three weeks from the closing date of the application lists; or
• within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
4. If:
• you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraphs headed “A. Applications for Public Offer Shares – 5. Multiple applications
prohibited” in this section on what constitutes multiple applications;
• your application instruction is incomplete;
• your payment (or confirmation of funds, as the case may be) is not made correctly;
• the Underwriting Agreements do not become unconditional or are terminated;
HOW TO APPLY FOR PUBLIC OFFER SHARES
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--- page 370 ---
• we believe or the Sole Overall Coordinator believes that by accepting your application,
we or they would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their Designated Bank before
balloting. After balloting of Public Offer Shares, the Receiving Bank will collect the portion of
these funds required to settle each HKSCC Participant’s actual Public Offer Share allotment from
their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling
payment for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its
Designated Bank to determine the cause of failure and request such defaulting HKSCC Participant
to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Public Offer Shares will be re-allocated to the Placing. Public Offer Shares applied for by you
through the broker or custodian may be affected to the extent of the settlement failure. In the
extreme case, you will not be allocated any Public Offer Shares due to the money settlement
failure by such HKSCC Participant. None of us, the Relevant Persons, the Hong Kong Share
Registrar and HKSCC is or will be liable if Public Offer Shares are not allocated to you due to the
money settlement failure.
D. DESPATCH OF SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES
Y ou will receive one Share certificate for all Public Offer Shares allotted to you under the Public
Offer (except pursuant to applications made through the HKSCC EIPO channel where the Share
certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the Offer Shares. No receipt will be
issued for sums paid on application.
Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, 13 January
2026 (Hong Kong time), provided that the Share Offer has become unconditional and the right of
termination described in the section headed “Underwriting” in this prospectus has not been exercised.
Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming
valid do so entirely at their own risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus application
monies pending clearance of application monies.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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The following sets out the relevant procedures and time:
eWhite Form service HKSCC EIPO channel
Despatch of Share certificate (1)
For application of Public
Offer Shares
Y our Share certificate(s) will
be sent to the address
specified in your application
instructions by ordinary
post at your own risk.
Share certificate(s) will be
issued in the name of
HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account.
Date: Monday, 12 January
2026
Refund mechanism for surplus application monies paid by you
Date Tuesday, 13 January 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party Hong Kong Share Registrar Y our broker or custodian
Application monies paid
through single bank
account
e-Refund payment instructions
to your designated bank
account
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies paid
through multiple bank
accounts
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary
post at your own risk
Note:
(1) Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
Extreme Conditions in force in Hong Kong in the morning on Tuesday, 13 January 2026, rendering it impossible for
the relevant Share certificates to be despatched to HKSCC in a timely manner, our Company will procure the Hong
Kong Share Registrar to arrange for delivery of the supporting documents and Share certificates in accordance with
the contingency arrangements as agreed between them. Y ou may refer to “E. Severe Weather Arrangements” in this
section.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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--- page 372 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, 8 January 2026 if, there is (are):
• a tropical cyclone warning signal number 8 or above;
• a black rainstorm warning; and/or
• Extreme Conditions
(collectively, the “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 8 January 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the
next business day which does not have Severe Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will
be made and published on the Stock Exchange’s website at www.hkexnews.hk
and our website at
https://bbsbholdings.com.my/ of the revised timetable.
If a Severe Weather Signal is hoisted on the business day before Listing (i.e. Monday, 12
January 2026, the Hong Kong Share Registrar will make appropriate arrangements for the delivery
of the Share certificates to the CCASS Depository’s service counter so that they would be
available for trading on Tuesday, 13 January 2026.
If a Severe Weather Signal is hoisted on Monday, 12 January 2026, for application of Public
Offer Shares, the despatch of physical Share certificates will be made by ordinary post when the
post office re-opens after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon
of Monday, 12 January 2026 or on Tuesday, 13 January 2026).
Prospective investors should be aware that if they choose to receive physical Share
certificates issued in their own name, there may be a delay in receiving the Share certificates.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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F . ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on GEM and we
comply with the stock admission requirements of HKSCC, the Shares will be accepted as eligible
securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date
or any other date HKSCC chooses. Settlement of transactions between Exchange Participants (as
defined in the GEM Listing Rules) is required to take place in CCASS on the second settlement day
after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational
Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into CCASS.
Y ou should seek the advice of your broker or other professional adviser for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data collected
and held by our Company, the Hong Kong Branch Share Registrar, the receiving banks and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information. By
giving application instructions to HKSCC, you acknowledge that you have read, understood and agree
to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Public Offer Shares, of the policies and practices of our Company and the Hong Kong Share
Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of
the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Public Offer Shares to ensure that
personal data supplied to our Company or our agents and the Hong Kong Share Registrar is
accurate and up-to-date when applying for Public Offer Shares or transferring Public Offer Shares
into or out of their names or in procuring the services of the Hong Kong Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Public Offer Shares being rejected, or in the delay or the inability of our Company
or the Hong Kong Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Public Offer Shares which you have successfully
applied for and/or the despatch of Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Public Offer Shares inform our Company
and the Hong Kong Share Registrar immediately of any inaccuracies in the personal data supplied.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
• processing your application and refund cheque and e-Refund payment instruction(s),
where applicable, verification of compliance with the terms and application procedures
set out in this prospectus and announcing results of allocation of Public Offer Shares;
• compliance with applicable laws and regulations in Hong Kong and elsewhere;
• registering new issues or transfers into or out of the names of the holders of the Shares
including, where applicable, HKSCC Nominees;
• maintaining or updating the register of members of our Company;
• verifying identities of applicants for and holders of our Shares and identifying any
duplicate applications for our Shares;
• facilitating Public Offer Shares balloting;
• establishing benefit entitlements of holders of our Shares, such as dividends, rights
issues, bonus issues, etc.;
• distributing communications from our Company and its subsidiaries;
• compiling statistical information and profiles of the holder of our Shares;
• disclosing relevant information to facilitate claims on entitlements; and
• any other incidental or associated purposes relating to the above and/or to enable our
Company and the Hong Kong Share Registrar to discharge our or their obligations to
applicants and holders of our Shares and/or regulators and/or any other purposes to
which applicants and holders of our Shares may from time to time agree.
4. Transfer of personal data
Personal data held by our Company and the Hong Kong Share Registrar relating to the
applicants for and holders of Public Offer Shares will be kept confidential but our Company and
the Hong Kong Share Registrar may, to the extent necessary for achieving any of the above
purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to,
from or with any of the following:
• our Company’s appointed agents such as financial advisers, receiving bank(s) and
overseas principal share registrar;
HOW TO APPLY FOR PUBLIC OFFER SHARES
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--- page 375 ---
• HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the Hong Kong Share Registrar, in each case for the purposes of
providing its services or facilities or performing its functions in accordance with its
rules or procedures and operating FINI and CCASS (including where applicants for the
Public Offer Shares request a deposit into CCASS);
• any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to our Company or the Hong
Kong Share Registrar in connection with their respective business operation;
• the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations, including for the purpose of the
Stock Exchange’s administration of the GEM Listing Rules and the SFC’s performance
of its statutory functions; and
• any persons or institutions with which the holders of Public Offer Shares have or
propose to have dealings, such as their bankers, solicitors, accountants or brokers etc.
5. Retention of personal data
Our Company and the Hong Kong Share Registrar will keep the personal data of the
applicants and holders of Public Offer Shares for as long as necessary to fulfil the purposes for
which the personal data were collected. Personal data which is no longer required will be
destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of
the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Public Offer Shares have the right to ascertain whether our
Company or the Hong Kong Share Registrar hold their personal data, to obtain a copy of that data,
and to correct any data that is inaccurate. Our Company and the Hong Kong Share Registrar have
the right to charge a reasonable fee for the processing of such requests. All requests for access to
data or correction of data should be addressed to our Company and the Hong Kong Branch Share
Registrar, at their registered address disclosed in the section headed “Corporate information” in
this prospectus or as notified from time to time, for the attention of the company secretary, or the
Hong Kong Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR PUBLIC OFFER SHARES
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--- page 376 ---
The following is the text of a report set out on pages I-1 to I-69, received from the Company’s
reporting accountants, BDO Limited, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus. It is prepared and addressed to the directors of the Company and to
the Sponsors pursuant to the requirements of Hong Kong Standard on Investment Circular Reporting
Engagements 200, “Accountants’ Reports on Historical Financial Information in Investment Circulars”
issued by the Hong Kong Institute of Certified Public Accountants.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF BBSB INTERNATIONAL LIMITED AND LEGO CORPORATE FINANCE
LIMITED
INTRODUCTION
We report on the historical financial information of BBSB International Limited (the “ Company ”)
and its subsidiaries (together the “ Group ”) set out on pages I-4 to I-69, which comprises the combined
statements of financial position of the Group as at 31 December 2023 and 2024 and 30 June 2025 and
the statements of financial position of the Company as at 30 June 2025, and the combined statements of
profit or loss and other comprehensive income, the combined statements of changes in equity and the
combined statements of cash flows for each of the years ended 31 December 2023 and 2024 and the
six-month ended 30 June 2025 (the “ Track Record Period ”) and material accounting policy
information and other explanatory information (together the “ Historical Financial Information ”). The
Historical Financial Information set out on pages I-4 to I-69 forms an integral part of this report, which
has been prepared for inclusion in the prospectus of the Company dated 31 December 2025 (the
“Prospectus ”) in connection with the initial listing of shares of the Company on GEM of The Stock
Exchange of Hong Kong Limited (the “ Stock Exchange ”).
DIRECTORS’ RESPONSIBILITIES FOR THE HISTORICAL FINANCIAL INFORMATION
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation and presentation
set out in Note 2 to the Historical Financial Information, and for such internal control as the directors
determine is necessary to enable the preparation of Historical Financial Information that is free from
material misstatement, whether due to fraud or error.
REPORTING ACCOUNTANTS’ RESPONSIBILITIES
Our responsibility is to express an opinion on the Historical Financial Information and to report
our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment
Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in
Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA ”). This standard requires that we comply with ethical standards and plan and perform our
work to obtain reasonable assurance about whether the Historical Financial Information is free from
material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 377 ---
Our work involved performing procedures to obtain evidence about the amounts and disclosures in
the Historical Financial Information. The procedures selected depend on the reporting accountants’
judgement, including the assessment of risks of material misstatement of the Historical Financial
Information, whether due to fraud or error. In making those risk assessments, the reporting accountants
consider internal control relevant to the entity’s preparation of Historical Financial Information that
gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 2
to the Historical Financial Information in order to design procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. Our work also included evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
OPINION
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the Group’s financial position as at 31 December 2023 and 2024 and 30
June 2025, of the Company’s financial position as at 30 June 2025 and of the Group’s financial
performance and cash flows for the Track Record Period in accordance with the basis of preparation and
presentation set out in Note 2 to the Historical Financial Information.
REVIEW OF STUB PERIOD COMPARATIVE HISTORICAL FINANCIAL INFORMATION
We have reviewed the stub period comparative historical financial information of the Group which
comprises the combined statement of profit or loss and other comprehensive income, the combined
statement of changes in equity and the combined statement of cash flows for the six-month ended 30
June 2024, and other explanatory information (“ Stub Period Comparative Historical Financial
Information ”). The directors of the Company are responsible for the preparation and presentation of
the Stub Period Comparative Historical Financial Information in accordance with the basis of
preparation and presentation set out in Note 2 to the Historical Financial Information. Our
responsibility is to express a conclusion on the Stub Period Comparative Historical Financial
Information based on our review. We conducted our review in accordance with International Standard on
Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity” issued by the International Auditing and Assurance Standards Board (“ IAASB ”).
A review consists of making inquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope
than an audit conducted in accordance with International Standards on Auditing and consequently does
not enable us to obtain assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing
has come to our attention that causes us to believe that the Stub Period Comparative Historical Financial
Information, for the purposes of the accountants’ report, is not prepared, in all material respects, in
accordance with the basis of preparation and presentation set out in note 2 to the Historical Financial
Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 378 ---
REPORT ON MATTERS UNDER THE RULES GOVERNING THE LISTING OF SECURITIES
ON GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-4 have been made.
Dividends
We refer to Note 14 to the Historical Financial Information which contains information about the
dividends paid by the Company in respect of the Track Record Period.
NO FINANCIAL STATEMENTS FOR THE COMPANY
No financial statements have been prepared for the Company since its date of incorporation.
BDO Limited
Certified Public Accountants
Chan Wing Fai
Practising Certificate No. P05443
Hong Kong
31 December 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 379 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The combined financial statements of the Group for the Track Record Period, on which the
Historical Financial Information is based, have been prepared in accordance with the International
Financial Reporting Standards and International Accounting standards issued by the International
Accounting Standards Board (the “ IASB ”) and Interpretations (Collectively “ IFRS Accounting
Standards ”), and were audited by BDO Limited in accordance with International Standards on
Auditing (“ ISAs ”) (“ Underlying Financial Statements ”).
The Historical Financial Information is presented in Ringgit Malaysia (“ RM”) and all
amounts are rounded to nearest thousands of RM (RM’000), unless otherwise stated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 380 ---
COMBINED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
Notes RM’000 RM’000 RM’000 RM’000
(Unaudited)
Revenue 6 76,757 133,002 69,786 73,986
Cost of services (65,767) (107,338) (59,192) (58,180)
Gross profit 10,990 25,664 10,594 15,806
Other income and gains/(losses), net 7 1,822 2,362 1,492 1,310
Other operating expenses (9,418) (11,614) (6,321) (6,166)
(Provision for)/reversal of impairment losses
under expected credit loss model, net 8 (15,870) 17,284 8,918 (83)
Listing expenses − − − (4,815)
Finance costs 9 (622) (423) (296) (109)
(Loss)/profit before income tax 12 (13,098) 33,273 14,387 5,943
Income tax expense 13 (1,362) (7,084) (2,275) (2,742)
(Loss)/profit and total comprehensive income
for the year/period attributable to owners of
the Company (14,460) 26,189 12,112 3,201
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 381 ---
COMBINED STATEMENTS OF FINANCIAL POSITION
As at 31 December
As at
30 June
2023 2024 2025
Notes RM’000 RM’000 RM’000
Non-current assets
Property, plant and equipment 16 614 768 768
Right-of-use assets 17 1,930 3,040 3,341
Investment properties 18 7,423 7,295 4,781
Life insurance policy 19 3,579 3,603 3,563
Deferred tax assets 22 2,325 − −
Total non-current assets 15,871 14,706 12,453
Current assets
Trade receivables, prepayments and
other receivables 20 26,201 38,258 14,639
Contract assets 21 48,489 32,928 69,361
Current tax asset 305 − −
Cash and bank balances 23 22,706 23,152 17,593
Total current assets 97,701 94,338 101,593
Total assets 113,572 109,044 114,046
Current liabilities
Trade payables, accruals and
other payables 24 37,938 43,812 43,563
Contract liabilities 21 − 2,562 4,291
Borrowings, secured 25 7,007 1,190 614
Lease liabilities 17 660 991 1,249
Current tax liability − 1,833 2,711
Total current liabilities 45,605 50,388 52,428
Net current assets 52,096 43,950 49,165
Total assets less current liabilities 67,967 58,656 61,618
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 382 ---
As at 31 December
As at
30 June
2023 2024 2025
Notes RM’000 RM’000 RM’000
Non-current liabilities
Borrowings, secured 25 3,119 2,505 2,198
Lease liabilities 17 1,237 1,942 1,981
Deferred tax liabilities 22 – 409 438
Total non-current liabilities 4,356 4,856 4,617
Total liabilities 49,961 55,244 57,045
NET ASSETS 63,611 53,800 57,001
EQUITY
Share capital 26 –––
Merger reserve 26 3,500 3,500 3,500
Retained earnings 26 60,111 50,300 53,501
TOTAL EQUITY 63,611 53,800 57,001
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 383 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at
30 June
2025
RM’000
Current assets
Cash and bank balances −*
Total assets −*
NET ASSETS −*
EQUITY
Share capital −*
Retained earnings −*
TOTAL EQUITY −*
* Represent amount less than RM1,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 384 ---
COMBINED STATEMENTS OF CHANGES IN EQUITY
Share
capital
Merger
reserve
Retained
earnings Total
RM’000 RM’000 RM’000 RM’000
(Note 26) (Note 26(b)) (Note 26(c))
At as 1 January 2023 – 3,500 84,571 88,071
Loss and total comprehensive income
for the year – – (14,460) (14,460)
Dividend declared and approved
in respect of the current year
(Note 14) – – (10,000) (10,000)
As at 31 December 2023 and
1 January 2024 – 3,500 60,111 63,611
Profit and total comprehensive income
for the year – – 26,189 26,189
Dividend approved in respect of the
previous year (Note 14) – – (10,000) (10,000)
Dividend declared and approved
in respect of the current year
(Note 14) – – (26,000) (26,000)
As at 31 December 2024 – 3,500 50,300 53,800
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 385 ---
Share
capital
Merger
reserve
Retained
earnings Total
RM’000 RM’000 RM’000 RM’000
(Note 26) (Note 26(b)) (Note 26(c))
As at 1 January 2024 − 3,500 60,111 63,611
Profit and total comprehensive income
for the period − − 12,112 12,112
Dividend approved in respect of the
prior year (Note 14) − − (10,000) (10,000)
As at 30 June 2024 (unaudited) − 3,500 62,223 65,723
Share
capital
Merger
reserve
Retained
earnings Total
RM’000 RM’000 RM’000 RM’000
(Note 26) (Note 26(b)) (Note 26(c))
As at 1 January 2025 − 3,500 50,300 53,800
Profit and total comprehensive income
for the period − − 3,201 3,201
As at 30 June 2025 − 3,500 53,501 57,001
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 386 ---
COMBINED STATEMENTS OF CASH FLOWS
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
Notes RM’000 RM’000 RM’000 RM’000
(Unaudited)
Cash flows from operating activities
(Loss)/profit before income tax (13,098) 33,273 14,387 5,943
Adjustments for:
Depreciation of property, plant and equipment 12 358 349 213 113
Depreciation of investment properties 12 53 128 51 64
Depreciation of right-of-use assets 12 770 830 289 651
Gain on disposal of an investment property 7 − − − (50)
Gain on disposals of property, plant and
equipment 7 (136) (28) (28) (160)
Provision for/(reversal of) impairment losses
under expected credit loss model, net 8 15,870 (17,284) (8,918) 83
Reversal of impairment losses on investment
properties 7 (15) − − −
Change in fair value of life insurance policy 7 474 (24) (76) 40
Interest income 7 (1,023) (380) (228) (89)
Finance costs 9 736 628 439 162
Operating profit before working capital changes 3,989 17,492 6,129 6,757
(Increase)/decrease contract assets (7,666) 15,598 (921) (36,671)
Decrease/(increase) in trade receivables,
prepayments and other receivables 8,481 5,196 (2,203) 27,491
Increase/(decrease) in trade payables, accruals
and other payables 6,326 10,871 13,392 (951)
Increase in contract liabilities − 2,562 2,529 1,729
Cash generated from/(used in) operations 11,130 51,719 18,926 (1,645)
Income tax refund − − − 16
Income tax paid (2,587) (2,212) (591) (1,851)
Net cash generated from/(used in) operating
activities 8,543 49,507 18,335 (3,480)
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 387 ---
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
Notes RM’000 RM’000 RM’000 RM’000
(Unaudited)
Cash flows from investing activities
Purchases of property, plant and equipment (390) (503) (385) (113)
Payments on additions of right-of-use assets 17(d) (99) (144) (24) (86)
Proceed from disposal of investment properties − − − 250
Proceed from disposal of property, plant and
equipment 136 28 28 160
(Placement)/withdrawals of deposit pledged to
licensed banks (1,951) 10,570 76 (683)
Interest received from short-term deposit 393 380 228 89
Net cash (used in)/generated from investing
activities (1,911) 10,331 (77) (383)
Cash flows from financing activities
Dividend paid 28(b) (5,000) (41,000) (15,000) −
Interest paid 28(b) (609) (384) (282) (72)
Prepaid listing expenses relating to new shares to
be issued − − − (920)
Payment of interest element of expenses on lease
liabilities 28(b) (127) (244) (157) (90)
Payment of capital element of lease liabilities 28(b) (634) (760) (303) (569)
Repayment of borrowings, secured 28(b) (859) (1,642) (613) (792)
(Repayment to)/advance from a director 28(b) (21) 3 2 64
Net cash used in financing activities (7,250) (44,027) (16,353) (2,379)
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 388 ---
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
Notes RM’000 RM’000 RM’000 RM’000
(Unaudited)
Net (decrease)/increase in cash and cash
equivalents (618) 15,811 1,905 (6,242)
Cash and cash equivalents at beginning of
year/period 135 (483) (483) 15,328
Cash and cash equivalents at end of year/period (483) 15,328 1,422 9,086
Represented by:
Cash at bank and on hand 4,312 15,328 1,422 9,086
Deposits with licensed banks 18,394 7,824 18,319 8,507
Total cash and bank balances 23 22,706 23,152 19,741 17,593
Less:
Bank overdrafts 25 (4,795) − − −
Deposit pledged to licensed banks 23 (18,394) (7,824) (18,319) (8,507)
Cash and cash equivalents (483) 15,328 1,422 9,086
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 389 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION AND REORGANISATION
Corporation information
BBSB International Limited (the “ Company ”) is a limited liability company incorporated on 30 May 2025 in the
Cayman Islands. The registered office of the Company is at 71 Fore Street, P .O. Box 500, George Town, Grand Cayman,
KYI-1106, Cayman Islands.
The ultimate controlling party is Datuk Ir. Tan Chin Nyan (“ Datuk Tan ”) and Datin Pan Shao-Ping (collectively, the
“Controlling Shareholders ”).
The principal activity of the Company is an investment holding company of a group of companies in Malaysia
principally engaged in provision of civil engineering services in Malaysia.
The Company and its subsidiaries now comprising the Group underwent the Reorganisation as set out in the
paragraph headed “Reorganisation” in the section headed “History, Reorganisation and Corporate Structure” in the
Prospectus. Apart from the Reorganisation, the Company has not commenced any business or operation since its
incorporation.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are private
limited liability companies, the particulars of which are set out below:
Name
Place and
date of
incorporation/
registration
and place of
business
Issued
ordinary/
registered
share capital
Percentage of equity attributable
to the Company
Principal
activities
Direct Indirect
BBSB (HK) Pte
Ltd
British Virgin
Islands,
6 June 2025
US50,000 100% − Investment
holding
BBSB Holdings
Sdn. Bhd.
Malaysia,
16 January
2001
RM3,500,000 – 100% Engaged in
provision of
civil
engineering
services
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 390 ---
2. BASIS OF PREPARATION AND PRESENTATION
Pursuant to the Reorganisation as more fully explained in the paragraph headed “Reorganisation” in the section headed
“History, Reorganisation and Corporate Structure” in the Prospectus, the Company became the holding company of the companies
now comprising the Group subsequent to the end of the Track Record Period. As the Reorganisation only involved inserting new
holding entities and has not resulted in any change of economic substance, the Historical Financial Information for the Track
Record Period has been presented as a continuation of the existing group as if the Reorganisation had been completed at the
beginning of the Track Record Period.
Accordingly, the combined statements of profit or loss and other comprehensive income, the combined statements of
changes in equity and the combined statements of cash flows of the Group for the Track Record Period are prepared as if the
current group structure had been in existence throughout the Track Record Period. The combined statements of financial position
as at 31 December 2023, 2024 and 30 June 2025 have been prepared to present the assets and liabilities of the companies now
comprising the Group, as if the current group structure had been in existence at those dates. No adjustments are made to reflect
fair values, or to recognise any new assets or liabilities as a result of the Reorganisation. All intra-group transactions and balances
have been eliminated on combination.
The Historical Financial Information has been prepared in accordance with the IFRS Accounting Standards and applicable
disclosure provisions of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the
“GEM Listing Rules ”) throughout the Track Record Period. The accounting policies adopted in the preparation of the combined
financial statements are set out in Note 4. The policies have been consistently applied to all the years presented.
The Historical Financial Information has been prepared under the historical cost basis, except for the life insurance policy
held by the Group, which have been measured at fair value.
The Historical Financial Information is presented in Ringgit Malaysia (“ RM”), which is also the functional currency of the
Company, and all values are rounded to the nearest thousands, except when otherwise indicated.
3. ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amendments to standards, that have been issued, but are not yet effective,
during the Track Record Period.
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments
1
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1
IFRS 18 Presentation and Disclosure in Financial Statements 2
IFRS 19 Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or
Joint V enture 3
Amendments to IFRS 1, IFRS 7, IFRS 9,
IFRS 10 and IAS 7
Annual Improvement to IFRS Accounting Standards – V olume 11 1
1 Effective for annual periods beginning on or after 1 January 2026.
2 Effective for annual periods beginning on or after 1 January 2027.
3 Effective for annual periods beginning on or after a date to be determined.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 391 ---
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS
1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of
Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18
will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to
have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals
in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined
performance measures. So far, the Group considers that the adoption of IFRS 18 is unlikely to have a significant impact on the
Group’s performance and financial position.
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments clarify
the date on which a financial assets or financial liability is derecognised and introduce an accounting policy option to derecognise
a financial liability that is settled through an electronic payment system before the settlement date if specified criteria are met.
The amendments clarify how to assess the contractual cash flow characteristics of financial assets with environmental, social and
governance and other similar contingent features. Moreover, the amendments clarify the requirements for classifying financial
assets with non-resource features and contractually linked instruments. The amendments also include additional disclosures for
investments in equity instruments designated at fair value through other comprehensive income and financial instruments with
contingent features. The amendments shall be applied retrospectively with an adjustment to opening retained profits (or other
component of equity) at the initial application date. Prior periods are not required to be restated and can only be restated without
the use of hindsight. Earlier application of either all the amendments at the same time or only the amendments related to the
classification of financial assets is permitted.
Currently, the Group derecognises its financial liabilities upon the issuance of cheques to their creditors. Under the
amendments, the Group as a debtor should derecognise trade payable on the settlement date, i.e. the date on which the creditor
receives the cash, as oppose to when the Group issue the cheque. Similarly, the Group should derecognise a trade receivable upon
receiving cash from the debtor after the cheque has been cleared by the bank. The Group is the process of reviewing the
derecognition practices for financial assets and financial liabilities to ensure compliance; and assessing the impact of amendments
to the Group’s financial statements upon adoption.
The directors of the Company is in the process of assessing the potential impact of the above, other than IFRS 18 and
amendments to IFRS 9 and IFRS 7, the directors do not anticipate that the application of all new and amendments to IFRS
Accounting Standards will have material impact on the combined financial statements in the foreseeable future.
4. MATERIAL ACCOUNTING POLICIES
4.1 Basis of combination
The Historical Financial Information includes the financial statements of the Company and its subsidiaries. A
subsidiary is an entity, directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the
investee). The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are combined from the date on which the Group obtains control,
and continue to be combined until the date that such control ceases. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are eliminated in full on combination.
4.2 Property, plant and equipment
All items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses.
The cost of property, plant and equipment includes its purchase price and the costs directly attributable to the
acquisition of the items.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 392 ---
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are
recognised in profit or loss during the financial period in which they are incurred.
Property, plant and equipment are depreciated so as to write off their cost net of expected residual value over their
estimated useful lives on a straight-line basis. The useful lives, residual value and depreciation method are reviewed, and
adjusted if appropriate, at the end of each of the reporting period. The principal annual rates are as follows:
Renovation 20%
Plant and machinery 15%−20%
Furniture and fittings office and computer
equipment
20%
Motor vehicles 20%
The gain or loss on disposal of an item of property, plant and equipment is the difference between the net sale
proceeds and its carrying amount, and is recognised in the profit or loss on disposal.
4.3 Financial instruments
(i) Financial assets
A financial asset (unless it is a trade receivables without a significant financing component) is initially
measured at fair value plus, for an item not at fair value through profit or loss (“ FVTPL ”), transaction costs that are
directly attributable to its acquisition or issue. Trade receivable without a significant financing component is
initially measured at the transaction price.
Financial assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Financial assets at amortised cost are
subsequently measured using the effective interest method and their gross carrying amount is reduced by
impairment losses.
(ii) Impairment loss on financial assets
The Group recognises loss allowances for expected credit losses (“ ECLs ”) on financial assets measured at
amortised cost. ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of the difference between the cash flows due to the entity in accordance with the contract and the cash flows
that the Group expects to receive, discounted at the original effective interest rate. Loss allowances for financial
assets measured at amortised cost are deducted from the gross carrying amount of the assets.
The Group measures loss allowances at an amount equal to 12 months ECLs, except when their credit risk has
increased significantly since initial recognition, in which case, are measured at lifetime ECLs. Specifically, loss
allowances for trade receivables are always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment, that includes forward-looking
information. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than
30 days past due.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 393 ---
At each reporting date, the Group also assesses whether financial assets carried at amortised cost are
credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired
includes the following observable data:
• significant financial difficulty of the debtor;
• a breach of contract such as a default or past due event;
• the restructuring of a loan or advance by the Group on terms that the Group would not consider
otherwise;
• it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
• the disappearance of an active market for a security because of financial difficulties.
The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations
to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or the
financial asset is more than 90 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial
instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12
months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The
maximum period considered when estimating ECLs is the maximum contractual period over which the Group is
exposed to credit risk.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations
of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Group
determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to
repay the amounts subject to the write-off. Subsequent recoveries of an asset that was previously written off are
recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs.
(iii) Financial liabilities
The Group classifies its financial liabilities at amortised cost. Financial liabilities at amortised cost are
initially measured at fair value, net of directly attributable costs incurred. Financial liabilities at amortised cost are
subsequently measured at amortised cost, using the effective interest method. The related interest expense is
recognised in accordance with Note 4.10.
(iv) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net
of direct issue costs.
(v) Derecognition
The Group derecognises a financial asset when the contractual rights to the future cash flows in relation to
the financial asset expire or when the financial asset has been transferred and the transfer meets the criteria for
derecognition in accordance with IFRS 9. On derecognition of a financial asset measured at amortised cost, the
difference between the asset’s carrying amount and the sum of the consideration received and receivables is
recognised in profit or loss.
The Group derecognises ﬁnancial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or have expired. The difference between the carrying amount of the ﬁnancial liability derecognised and
the consideration paid and payable is recognised in proﬁt or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 394 ---
4.4 Investment properties
Investment property is property that held for long-term rental yields and/or for capital appreciation. Investment
properties (other than investment properties under construction) are initially recognised at cost, which include transaction
costs, and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Depreciation is
calculated using the straight-line method to allocate the depreciable amounts over the estimated useful lives of 50 years.
The residual values, useful lives and depreciation method of investment property is reviewed, and adjusted as
appropriate, at each reporting date. The effects of any revision are recognised in profit or loss when the changes arise.
Investment property is subject to renovations or improvements at regular intervals. The cost of major renovations and
improvements is capitalised and the carrying amounts of the replaced components are recognised in profit or loss. The cost
of maintenance, repairs and minor improvements is recognised in profit or loss when incurred.
Investment properties under construction are stated at cost less any impairment losses and are not depreciated until
such time when the assets are available for use.
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is
recognised in profit or loss.
4.5 Leases
Accounting as a lessee
All leases are capitalised in the statement of financial position as right-of-use assets and lease liabilities,
except for (i) leases which are short-term leases and/or (ii) leases for which the underlying asset is of low-value for
which the Group has elected not to recognise. The lease payments associated with those leases have been expensed
on straight-line basis over the lease term.
Right-of-use assets
The right-of-use asset is recognised at cost and would comprise: (i) the amount of the initial measurement of
the lease liability (see below for the accounting policy to account for lease liability); (ii) any lease payments made at
or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the
lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset to
the condition required by the terms and conditions of the lease. The Group measures the right-to-use assets at cost,
less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liability.
Depreciation is provided over the lease term on a straight-line basis.
Lease liabilities
The lease liability is recognised at the present value of the lease payments that are not paid at the date of
commencement of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that
rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental
borrowing rate.
In calculating the present value of lease payments, the Group uses the lessee’s incremental borrowing rate at
the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting
from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option
to purchase the underlying asset.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 395 ---
Accounting as a lessor
When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of
its leases as either an operating lease or a finance lease.
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. When a contract contains lease and non-lease components, the Group
allocates the consideration in the contract to each component on a relative stand-alone selling price basis. Rental
income is accounted for in accordance with Note 4.6.
4.6 Revenue and other income
Income is classified by the Group as revenue when it arises from the sales of good or the provision of services in the
ordinary course of the Group’s business. Further details of the Group’s revenue and other income recognition policies are
as follows:
(i) Revenue from construction contracts
The Group’s construction contracts generally includes promises to provide labour and materials, as well as a
guarantee that the constructed asset is free from defects for a period of one to two years after completion (“ defect
liability period ”) and the Group has determined that these contracts generally contains only a single performance
obligation as there is significant integration of different promised goods or services underlying a construction
contract. The Group acts as a principal in these transactions as the Group is primarily responsible for fulfilling the
promise to provide the services, the third party suppliers (including subcontractors) do not have a contractual
relationship with the customer and the Group has discretion in establishing the prices and selecting the suppliers.
Revenue is recognised as and when control of the asset is transferred to the customer and it is probable that
the Group would collect the consideration to which it will be entitled in exchange for the asset that would be
transferred to the customer. The Group has assessed that these construction contracts qualify for over time revenue
recognition as the assets to be constructed have no alternative use for the Group, and the Group generally has
enforceable rights to payment for performance completed to date. The stage of completion is assessed by reference
to the contract costs incurred to date in proportion to the total estimated contract costs of each contract. Transaction
price in a contract is based on the price specified in the contract, net of penalties and sales and service taxes.
Penalties represents a form of variable consideration and accumulated experience is used to estimate and provide for
the penalties, using the expected value method, and revenue is only recognised to the extent that it is highly
probable that a significant reversal will not occur. At the end of each reporting period, the Group updates this
estimates to represent faithfully the circumstances present at the end of the reporting period and the changes in
circumstances during the reporting period. If at any time the costs to complete the contract are estimated to exceed
the remaining amount of the consideration under the contract, a provision is recognised in accordance with Note 4.13.
The Group normally receives progress payment from customers monthly with reference to the value of works
performed and the Group takes advantage of the practical expedient in IFRS 15.63 and does not adjust the
consideration for any effects of a significant financing component as the period between when the Group receives
consideration and transferring control of goods or service is one year or less.
The Group requires certain customers to provide advance payment ranging from 5% to 10% of total contract
sum. The deposit received by the Group before the project commences will give rise to contract liabilities at the start
of a contract, until the revenue recognised on the specific contract exceeds the amount received. If the value of the
work performed exceeds payments received from a customer, a contract asset is recognised. Contract assets are
transferred to trade receivables when the rights to consideration become unconditional. The Group typically
transfers its contract assets to trade receivables when progress certificate/invoice is issued. At each reporting date,
contract asset is assessed for impairment on the same basis as trade receivable.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 396 ---
The Group also agrees 5%–10% of the total contract sum as retention money, which generally will be
released after the expiry of the defect liability period. Retention receivables are initially classified as contract assets
and is reclassified to trade receivables when the defect liability period expires. The defect liability period serves as
an assurance that the services performed comply with agreed upon specifications and such assurance cannot be
purchased separately. Retentions receivable is intended to protect the customer from the Group’s failing to
adequately complete its obligations under the contract, rather than for the provision of finance. The Group accounts
for this in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and had not accounted
for as separate performance obligations and hence no consideration is allocated to them.
When there is a change in the scope and/or change in price of a contract (e.g. variation order and contract
claims), the effect of the modification is recognised when they are approved by customer or whenever the Group is
entitled under the contract terms and there is legal basis for those claims. Generally, modification to construction
contract is not accounted for as a separate contract. Contract modification is accounted for as if it were a part of the
existing contract and, therefore, form part of a single performance obligation that is partially satisfied at the date of
the contract modification. The effect that the contract modification has on the contract sum and on the Group’s
measures of progress towards complete satisfaction of the performance obligation, is recognised as an adjustment to
revenue (either as an increase in or a reduction of revenue) at the date of the contract modification (i.e. the
adjustment to revenue is made on a cumulative catch-up basis). For approved modifications where a change in price
has not been agreed, they are accounted for following the requirement in relation to variable consideration.
(ii) Interest income
Interest income is recognised using the effective interest method for financial assets measured subsequently
at amortised cost, and is calculated by applying the effective interest rate to the gross carrying amount when the
asset is not credit-impaired. For financial assets that have become credit-impaired, interest income is calculated by
applying the effective interest rate to the amortised cost of the financial asset.
(iii) Rental income
Rental income from operating leases is recognised in profit or loss on a straight-line basis over the term of
the lease.
4.7 Income tax
Income tax for the year comprises current tax and deferred tax. Income taxes are generally recognised in profit or loss.
Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or
disallowable for income tax purposes and is calculated using tax rates that have been enacted or substantively enacted at
the end of reporting period. The amount of current tax payable or receivable is the best estimate of the tax amount expected
to be paid or received, reflecting any uncertainty related to income tax.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the corresponding amounts used for tax purposes. Deferred tax assets are recognised to
the extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Deferred tax is measured at the tax rates appropriate to the expected manner in which the carrying amount of the
asset or liability is realised or settled and that have been enacted or substantively enacted at the end of reporting period.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income tax levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 397 ---
4.8 Employee benefits
(i) Short-term employee benefits
Short term employee benefits are employee benefits (other than termination benefits) that are expected to be
settled wholly before twelve months after the end of the reporting period in which the employees render the related
service. Short term employee benefits are recognised in the period when the employees render the related service.
(ii) Defined contribution retirement plan
The employees of the Group are required to participate in a central pension scheme operated by the local
municipal government. The Group is required to contribute a certain percentage of their payroll costs to the central
pension scheme. The contributions are charged to profit or loss as they become payable in accordance with the rules
of the central pension scheme.
4.9 Impairment of non-financial assets
At the end of each reporting period, the Group reviews the carrying amounts of the following assets to determine
whether there is any indication that those assets have suffered an impairment loss or an impairment loss previously
recognised no longer exists or may have decreased:
• property, plant and equipment
• right-of-use assets
• investment properties
If the recoverable amount (i.e. the greater of the fair value less costs of disposal and value in use) of an asset is
estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An
impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an
impairment loss is recognised as in profit or loss immediately.
V alue in use is based on the estimated future cash flows expected to be derived from the asset, discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset or cash generating unit.
4.10 Capitalisation of borrowing costs
Borrowing costs attributable directly to the acquisition, construction or production of qualifying assets which
require a substantial period of time to be ready for their intended use or sale, are capitalised as part of the cost of those
assets. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
4.11 Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time when the guarantee is issued. The
liability is initially measured at fair value and subsequently at the higher of:
• the amount determined in accordance with the expected credit loss model under IFRS 9 Financial
Instruments, and
• the amount initially recognised less, where appropriate, the cumulative amount of income recognised in
accordance with the principles of IFRS 15 Revenue from Contracts with Customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 398 ---
4.12 Cash and cash equivalents
For the purpose of the combined statements of cash flows, cash and cash equivalents comprise cash on hand and
demand deposits, and short term highly liquid investments that are readily convertible into known amounts of cash, are
subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when
acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.
4.13 Provision and contingent liabilities
Provisions are recognised for liabilities of uncertain timing or amount when the Group has a legal or constructive
obligation arising as a result of a past event, which will probably result in an outflow of economic benefits that can be
reliably estimated. Specifically, provisions for onerous contracts are measured at the present value of the lower of the
expected cost of terminating the contract and the net cost of continuing with the contract.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is
remote. Possible obligations, the existence of which will only be confirmed by the occurrence or non-occurrence of one or
more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is
remote.
4.14 Segment reporting
The Group identifies operating segments and prepares segment information based on the regular internal financial
information reported to the Group’s chief operating decision-maker for their decisions about resources allocation to the
Group’s business components and their review of the performance of those components. The business components in the
internal financial information reported to the Group’s chief operating decision maker are determined following the Group’s
major product and service lines.
4.15 Accounting for life insurance policy as policyholder
The Group initially recognised the policy at contribution paid and subsequently remeasured at fair value at each
reporting period. Change in fair value during each of the reporting period are recognised in profit or loss.
5. CRITICAL ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates
and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and
future periods if the revision affects both current and future periods.
(a) Critical judgments in applying accounting policies
Judgements in determining performance obligations and timing of satisfaction of performance obligations
The following is the critical judgement, apart from those involving estimations (see below), that the directors
of the Company have made in the process of applying the Group’s accounting policies and that have the most
significant effect on the amounts recognised in the combined financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 399 ---
Performance obligation determination
In making their judgements, the directors of the Company considered the detailed criteria for recognition of
revenue set out in IFRS 15. In determining performance obligations, the directors of the Company consider whether
the customer benefits from each service on its own and whether it is distinct in the context of the contract.
Specifically, when concluding a contract has multiple performance obligations, the directors of the Company
consider that any promised service is regularly sold separately and is separately identifiable from other promises
within the contract. In this case, the transaction price will be allocated to each performance obligation based on the
stand-alone selling prices. When these are not directly observable, they are estimated based on expected cost plus
margin.
Determination of progress towards complete satisfaction of a performance obligation
The Group determined that the input method is the best method in measuring the progress of the provision of
construction services because information required to apply the output method is not available to the entity without
undue cost and there is a direct relationship between the Group’s effort (e.g., labour hours expended and materials
consumed) and the transfer of services to the customer. The Group recognises revenue on the basis of the cost
incurred relative to the total expected costs to complete the project. The total expected costs to complete the project
and hence recognition of contract revenue also requires significant management judgment and involves estimation
uncertainty. Estimated contract costs of individual contract, which mainly comprise direct labour, direct materials
and subcontracting charges and an appropriation of variable and fixed construction overheads. In estimating the
total budget costs for construction contracts, management makes reference to information such as (i) costs incurred
up-to-date; (ii) current offers from sub-contractors and suppliers; (iii) recent offers agreed with sub-contractors and
suppliers; and (iv) project staff costs and other costs estimated by the project manager. In order to ensure that the
estimated total contract costs are accurate and up-to-date such that contract revenue can be estimated reliably,
management reviews the contract budget, costs incurred to date and costs to completion regularly, in particular in
the case of costs over-runs, and revises the estimated contract costs where necessary. Notwithstanding that the
management regularly reviews and revises contract budgets when those construction contracts progressed, the actual
contract costs and gross profit margin achieved may be higher or lower than the estimates and that will affect the
revenue and gross profit recognised in the combined financial statements.
Contract modification
Contracts are often modified due to changes in contract specifications and requirements. The Group may also
seek claims for amounts in excess of the contract price for errors in specifications and designs or delays caused by
customers. The customer or their authorised representatives may agree in full with the modifications or claims. But
on certain projects, the Group have submitted but pending full agreement with the contract modifications and/or
affirmative claims to recover additional costs and the associated profit, to which management believes the Group is
entitled under the terms of contracts with customers and there is legal basis for those claims. Under these
circumstances, contract modifications exist as it either creates new or changes the rights and obligations that are
enforceable. Changes to the transaction price are made to the extent that additional revenue on a claim settlement
with a customer is highly probable. Recognising revenue from affirmative claims requires significant judgments of
certain factors including, but not limited to, dispute resolution developments and outcomes, anticipated negotiation
results, and the cost of resolving such matters.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 400 ---
(b) Key sources of estimation uncertainty
In addition to the information disclosed elsewhere in these financial statements, other key sources of estimation
uncertainty that have a significant risk of resulting a material adjustment to the carrying amounts of assets and liabilities
within next financial year are as follows:
(i) Impairment of trade receivables and contract assets
As described in the policy in Note 4.3(ii) and Note 4.6, the loss allowance for financial assets and contract
assets are based on assumptions about risk of default and expected loss rate. The Group uses judgement in making
these assumptions and selecting the inputs to the impairment calculation, based on the Group’s historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment which may
impact the debtors’ ability to repay the outstanding balances in order to estimate the ECLs for the loss allowance. In
addition, management also reviewed the credit risk of individual debtors by considering the nature of transactions,
relationship with customers and their financial position, etc. to assess whether any increase in credit risk which may
trigger further specific provision at the end of the reporting period.
(ii) Income tax and deferred tax
Judgment is required in determining the amount of the provision for taxation and the timing of payment of
the related taxation. There are many transactions and calculations for which the ultimate tax determination is
uncertain during the ordinary course of business.
Deferred tax assets are recognised for all unused tax losses and deductible temporary differences to the extent
that it is probable that future taxable profits would be available against which the losses and other deductible
temporary differences could be utilised. Significant management judgement is required to determine the amount of
deferred tax assets that could be recognised, based on the likely timing and extent of future taxable profits together
with future tax planning strategies.
(iii) Impairment of non-financial assets
As described in the policy in Note 4.9, the Group assesses at the end of each reporting period for any
indication that an asset may be impaired. If any such indication exists, the Group makes an estimate of the
recoverable amount of the asset which is the higher of value-in-use and fair value less cost of disposal. When
value-in-use calculations are undertaken, the Group is required to make an estimate of the expected future cash
flows from the asset and also to choose a suitable discount rate in order to calculate the present value of those cash
flows. A change in the estimated recoverable amount will result in an adjustment to the estimated impairment
provision previously made.
(iv) Estimation of variable considerations
Most of construction contracts include contractual penalties that give rise to variable consideration. V ariation
consideration also arise when the Group seeks to collect claims from the customers as reimbursement of costs and
margins for scope of works not included in the original construction contract. The Group determined that the
expected value method is the appropriate method to use in estimating the variable consideration given there is a
range of possible consideration amount. Before including any amount of variable consideration in the transaction
price, the Group considers whether the amount of variable consideration is constrained. The Group determined that
the estimates of variable consideration are not constrained based on its historical experience, current negotiations
with customers, and the current economic conditions. Estimates of expected successful claims or penalties to be
incurred are sensitive to changes in circumstances and may not be representative of the actual outcome in the future.
Any significant changes in such estimate will impact the amount of contract revenue recognised by the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 401 ---
(v) Warranties
The Group generally provides assurance-type warranties for work performed under its construction contracts.
The warranties cover defects in materials, design or workmanship, and most warranty periods typically run from 12
to 24 months after the completion of construction on a particular project. Warranty costs are estimated based on
experience with the type of work and any known risks relative to each completed project. The provision of
liabilities, which are established to cover estimated future assurance-type warranty costs, are recorded as the
contracted work is performed. The liability amounts are periodically adjusted to reflect changes in the estimated
size and number of expected warranty claims. Because of the requirements of the Group’s projects, including project
owner inspections of the work both during construction and prior to substantial completion, the Group has not
experienced material unexpected warranty costs in the past and no provision for warranty was recognised at each
reporting date.
6. REVENUE AND SEGMENT INFORMATION
(a) Revenue
Disaggregation of revenue from contracts with customers:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Overtime:
Construction contracts 76,757 133,002 69,786 73,986
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied as at
the end of each of the reporting period and the expected timing of recognising revenue are as follows:
Construction contract
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within one year 145,254 139,871 153,998
More than one year but not more than four
years 425,896 303,761 215,648
571,150 443,632 369,646
(b) Segment reporting
(i) Segment information
The Group has only one reportable operating segment, which is provision of construction service in
Malaysia. The information reported to the executive directors of the Company, who are the chief operating decision
makers of the Group for the purposes of resources allocation and assessment of performance, is the financial
information of the Group as a whole as reported under IFRS Accounting Standards. The executive directors allocate
resources and assess performance of the business of the Group on an aggregated basis, accordingly, no reportable
segment information is presented.
(ii) Geographic information
The Group generated all revenue in the Malaysia and its non-current assets are substantially located in the
Malaysia, and accordingly, no analysis of geographic information is presented.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 402 ---
(c) Information about major customers
Revenue attributable from customers that accounted for 10% or more of the Group’s total revenue during the Track
Record Period, are as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Customer A 39,204 65,363 33,626 24,219
Customer B 7,877 33,699 16,255 46,173
Customer C N/A 13,797 N/A N/A
Customer D 12,771 N/A 12,229 −
Customer E 12,940 N/A − −
N/A: The revenue did not exceed 10% of the Group’s revenue.
7. OTHER INCOME AND GAINS/(LOSSES), NET
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Other income
Interest income on other receivables 63 0–––
Interest income from short-term deposits 393 380 228 89
Other services income (Note) 994 1,577 834 1,036
Others 128 353 326 15
2,145 2,310 1,388 1,140
Other (losses)/gains, net
Gain on disposals of investment properties − − − 50
Gain on disposals of property, plant and
equipment 136 28 28 160
Reversal of impairment losses on
investment properties (Note 18) 15 – − −
Change in fair value of life insurance
policy (474) 24 76 (40)
(323) 52 104 170
Total 1,822 2,362 1,492 1,310
Note: This represents the amount of consideration receivable from the suppliers that is in excess of the costs incurred on
their behalf.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 403 ---
8. (PROVISION FOR)/REVERSAL OF IMPAIRMENT LOSSES UNDER EXPECTED CREDIT LOSS MODEL, NET
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
(Provision for)/reversal of impairment
losses recognised on:
– Trade receivables (Note 20(a)) 2,911 16,696 8,480 338
– Contract assets (Note 21) (18,750) 37 158 (238)
– Other receivables and deposits
(Note 20(b)) (36) 557 277 (274)
– Financial guarantee contracts (Note 25) 5 (6) 3 91
(15,870) 17,284 8,918 (83)
9. FINANCE COSTS
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Interest on borrowings, secured 609 384 282 72
Interest expenses on lease liabilities
(Note 17) 127 244 157 90
736 628 439 162
Less:
Interest expenses on lease liabilities
recognised in
cost of sales (81) (182) (129) (40)
Interest expenses on lease liabilities
recognised in
other operating expenses (33) (23) (14) (13)
622 423 296 109
10. EMPLOYEE BENEFIT EXPENSES, INCLUDING DIRECTORS’ REMUNERATION
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Wages and salaries (including directors’
remuneration) 11,048 12,467 6,318 6,679
Discretionary bonus 379 411 411 474
Contributions to defined contribution plan 632 741 386 454
Other employee benefits 442 1,245 1,143 1,008
12,501 14,864 8,258 8,615
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 404 ---
11. DIRECTORS’ REMUNERATION AND INDIVIDUALS WITH FIVE HIGHEST PAID
(a) Directors’ remuneration
The remuneration of each director of the Company paid/payable by the Group for the Track Record Period are as
follows:
Y ear ended 31 December 2023
Fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonus *
Contributions
to defined
contribution
plan Total
RM’000 RM’000 RM’000 RM’000 RM’000
Executive directors:
Datuk Tan – 559 52 147 758
Tan Tze Tung (“ Mr . Andy
Tan”) (Note 1) –––––
Tan Xin Yi (Note 2) –––––
– 559 52 147 758
Independent
non-executive
directors:
Ooi Kim Chai (Note 3) –––––
Lee Tuan Meng (Note 4) –––––
Norkamaliah Binti Hashim
(Note 5) –––––
–––––
Y ear ended 31 December 2024
Fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonus *
Contributions
to defined
contribution
plan Total
RM’000 RM’000 RM’000 RM’000 RM’000
Executive directors:
Datuk Tan – 763 55 173 991
Mr. Andy Tan (Note 1) –––––
Tan Xin Yi (Note 2) –––––
– 763 55 173 991
Independent
non-executive
directors:
Ooi Kim Chai (Note 3) –––––
Lee Tuan Meng (Note 4) –––––
Norkamaliah Binti Hashim
(Note 5) –––––
–––––
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 405 ---
Six months ended 30 June 2024
Fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonus *
Contributions
to defined
contribution
plan Total
RM’000 RM’000 RM’000 RM’000 RM’000
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Executive directors:
Datuk Tan − 403 55 87 545
Mr. Andy Tan (Note 1) −−−−−
Tan Xin Yi (Note 2) −−−−−
− 403 55 87 545
Independent
non-executive
directors:
Ooi Kim Chai (Note 3) −−−−−
Lee Tuan Meng (Note 4) −−−−−
Norkamaliah Binti Hashim
(Note 5) −−−−−
−−−−−
Six months ended 30 June 2025
Fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonus *
Contributions
to defined
contribution
plan Total
RM’000 RM’000 RM’000 RM’000 RM’000
Executive directors:
Datuk Tan − 493 57 105 655
Mr. Andy Tan (Note 1) −7−18
Tan Xin Yi (Note 2) −4−15
− 504 57 107 668
Independent
non-executive
directors:
Ooi Kim Chai (Note 3) −−−−−
Lee Tuan Meng (Note 4) −−−−−
Norkamaliah Binti Hashim
(Note 5) −−−−−
−−−−−
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 406 ---
Notes:
1. Mr. Andy Tan was appointed as executive director of the Company on 30 May 2025.
2. Tan Xin Yi was appointed as executive director of the Company on 30 May 2025.
3. Ooi Kim Chai was appointed as independent non-executive director of the Company on 16 December 2025.
4. Lee Tuan Meng was appointed as independent non-executive director of the Company on 16 December 2025.
5. Norkamaliah Binti Hashim was appointed as independent non-executive director of the Company on 16
December 2025.
* Discretionary bonus granted to directors with reference to the Group’s performance.
During the Track Record Period, none of the Directors waived or agreed to waive any remuneration and there were
no emoluments paid by the Group to any of the Directors as an inducement to join, or upon joining the Group, or as
compensation for loss of office. The executive directors’ emoluments shown above were mainly for their services in
connection with the management of the affairs of the Company and the Group. The independent non-executive directors’
emoluments shown above were mainly for their services as the Directors.
(b) Individuals with five highest emoluments
Of the five individuals with the highest emoluments for the Track Record Period included 1, 1, 1 and 1 director for
each of the years ended 31 December 2023, 2024 and six months ended 30 June 2024 and 2025, whose emoluments are
disclosed in Note 11(a). The remuneration of the remaining 4, 4, 4 and 4 highest paid individuals for the Track Record
Period are as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Salaries, allowances and benefits in
kind 1,009 1,115 583 605
Discretionary bonus 79 84 84 86
Contributions to defined contribution
plan 92 95 51 52
Other employee benefits 55 112 112 135
1,235 1,406 830 878
The emoluments are within the following bands:
No. of individuals No. of individuals
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
Nil to HKD1,000,000 4444
HKD1,000,001 to HKD1,500,000 ––––
During the Track Record Period, none of the five highest paid individuals waived or agreed to waive any
remuneration and there were no emoluments paid by the Group to any of the five highest paid individuals as an inducement
to join, or upon joining the Group, or as compensation for loss of office.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 407 ---
12. (LOSS)/PROFIT BEFORE INCOME TAX
(Loss)/profit before income tax is arrived at after charging:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Included in cost of services:
– Construction materials and supplies 5,712 15,491 5,036 12,881
– Subcontracting costs 46,006 77,900 47,576 37,877
Auditor’s remuneration 196 200 − −
Listing expense – – – 4,815
Depreciation of property, plant and
equipment 358 349 213 113
Depreciation of investment properties 53 128 51 64
Depreciation of right-of-use assets
– Land and buildings 566 517 152 402
– Motor vehicles 204 313 137 249
Expenses relating to short-term leases
(included in cost of sales) 2,234 1,593 632 977
Employee benefit expenses (Note 10) 12,501 14,864 8,258 8,615
13. INCOME TAX EXPENSE
The amount of income tax expense in the combined statements of profit or loss and comprehensive income represents:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Current tax
– Current year/period 1,367 4,371 1,585 2,804
– Over provision in prior years (6) (21) (21) (91)
1,361 4,350 1,564 2,713
Deferred tax (Note 22) 1 2,734 711 29
Income tax expense 1,362 7,084 2,275 2,742
The Malaysian income tax is calculated at the statutory tax rate of 24% of the estimated taxable profits for each of the
reporting period.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 408 ---
The income tax expense for the Track Record Period can be reconciled to the (loss)/profit before income tax in the
combined statements of profit or loss and other comprehensive income as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
(Loss)/profit before income tax (13,098) 33,273 14,387 5,943
Tax calculated at the applicable statutory
tax rate of 24%
in the Malaysia (3,143) 7,985 3,453 1,426
Over provision in prior years (6) (21) (21) (91)
Tax effect of income not taxable for tax
purpose (79) (51) (62) (46)
Tax effect of expense not deductible for tax
purpose 464 625 359 1,397
Tax effect of deductible temporary
difference not recognised 4,80 0–––
Recognition of previously unrecognised
deductible temporary differences (674) (1,454) (1,454) 56
Income tax expense 1,362 7,084 2,275 2,742
14. DIVIDEND
Per ordinary share
Y ear ended
Total
Y ear ended
31 December 31 December
2023 2024 2023 2024
RM RM RM’000 RM’000
First interim dividend declared and
approved 0.57 0.43 2,000 1,500
Second interim dividend declared and
approved 0.29 1.00 1,000 3,500
Third interim dividend declared and
approved 0.57 1.43 2,000 5,000
Fourth interim dividend declared and
approved 1.43 1.77 5,000 6,000
Fifth interim dividend declared and
approved – 2.86 – 10,000
Fifth interim dividend proposed after the
reporting period 2.86 – 10,000 –
20,000 26,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 409 ---
Per ordinary share
Six months ended
Total
Six months ended
30 June 30 June
2024 2025 2024 2025
RM RM RM’000 RM’000
(unaudited)
Fifth interim dividend declared and
approved in respect of the year ended
31 December 2023 2.86 − 10,000 −
Dividend paid to shareholders of the Company attributable to the previous financial year, approved and paid during the
year/period:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(unaudited)
Fifth interim dividend in respect of the year
ended 31 December 2023
of RM2.86 per ordinary share – 10,000 10,000 −
The directors do not recommend the payment of any final dividend during the Track Record Period.
15. (LOSS)/EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY
No (loss)/earnings per share information is presented as its inclusion, for the purpose of the Historical Financial
Information, is not considered meaningful due to the Reorganisation and the presentation of the results of the Group for the Track
Record Period on a combined basis as disclosed in Note 1.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 410 ---
16. PROPERTY, PLANT AND EQUIPMENT
Renovation
Plant and
machinery
Furniture and
fitting, office
and computer
equipment
Motor
vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 2023 458 6,870 1,173 5,148 13,649
Additions 51 8 331 – 390
Disposals – (196) (25) (259) (480)
Transfer from right-of-use assets
(Note 17) – – – 553 553
As at 31 December 2023 and
1 January 2024 509 6,682 1,479 5,442 14,112
Additions – 126 377 – 503
Disposals – – – (377) (377)
Transfer from right-of-use assets
(Note 17) – – – 595 595
As at 31 December 2024 and
1 January 2025 509 6,808 1,856 5,660 14,833
Additions − 37 76 − 113
Disposals − − − (446) (446)
As at 30 June 2025 509 6,845 1,932 5,214 14,500
Accumulated depreciation
As at 1 January 2023 329 6,573 1,044 5,121 13,067
Provided for the year 95 175 82 6 358
Disposals – (196) (25) (259) (480)
Transfer from right-of-use assets
(Note 17) – – – 553 553
As at 31 December 2023 and
1 January 2024 424 6,552 1,101 5,421 13,498
Provided for the year 53 122 168 6 349
Disposals – – – (377) (377)
Transfer from right-of-use assets
(Note 17) – – – 595 595
As at 31 December 2024 and
1 January 2025 477 6,674 1,269 5,645 14,065
Provided for the period 5 19 86 3 113
Disposals − − − (446) (446)
As at 30 June 2025 482 6,693 1,355 5,202 13,732
Net book value
As at 31 December 2023 85 130 378 21 614
As at 31 December 2024 32 134 587 15 768
As at 30 June 2025 27 152 577 12 768
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 411 ---
17. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Right-of-use assets
Land and
buildings Motor vehicles Total
RM’000 RM’000 RM’000
2023
Cost
As at 1 January 2,127 1,531 3,658
Additions (Note d) 462 499 961
Lease terminations (182) – (182)
Lease modifications 361 – 361
Transfer to property, plant and equipment
(Note 16) – (553) (553)
As at 31 December 2,768 1,477 4,245
Accumulated depreciation
As at 1 January 1,110 1,083 2,193
Provided for the year (Note c) 566 204 770
Lease terminations (95) – (95)
Transfer to property, plant and equipment
(Note 16) – (553) (553)
As at 31 December 1,581 734 2,315
Carrying amount 1,187 743 1,930
Land and
buildings Motor vehicles Total
RM’000 RM’000 RM’000
2024
Cost
As at 1 January 2,768 1,477 4,245
Additions (Note d) 522 1,128 1,650
Lease modifications 290 – 290
Transfer to property, plant and equipment
(Note 16) – (595) (595)
As at 31 December 3,580 2,010 5,590
Accumulated depreciation
As at 1 January 1,581 734 2,315
Provided for the year (Note c) 517 313 830
Transfer to property, plant and equipment
(Note 16) – (595) (595)
As at 31 December 2,098 452 2,550
Carrying amount 1,482 1,558 3,040
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 412 ---
Land and
buildings Motor vehicles Total
RM’000 RM’000 RM’000
2025
Cost
As at 1 January 3,580 2,010 5,590
Additions (Note d) 23 763 786
Lease termination (45) − (45)
Lease modifications 178 − 178
As at 30 June 3,736 2,773 6,509
Accumulated depreciation
As at 1 January 2,098 452 2,550
Provided for the period (Note c) 402 249 651
Lease termination (33) - (33)
As at 30 June 2,467 701 3,168
Carrying amount 1,269 2,072 3,341
Lease liabilities
Land and
buildings
Motor
vehicles Total
RM’000 RM’000 RM’000
2023
As at 1 January 1,005 390 1,395
Additions (Note d) 462 400 862
Interest expenses (Note 9) 114 13 127
Lease terminations (87) – (87)
Lease modifications 361 – 361
Payments of:
Capital element of lease liabilities (455) (179) (634)
Interest element of lease liabilities (114) (13) (127)
As at 31 December 1,286 611 1,897
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 413 ---
Land and
buildings
Motor
vehicles Total
RM’000 RM’000 RM’000
2024
As at 1 January 1,286 611 1,897
Additions (Note d) 522 984 1,506
Interest expenses (Note 9) 205 39 244
Lease modifications 290 – 290
Payments of:
Capital element of lease liabilities (550) (210) (760)
Interest element of lease liabilities (205) (39) (244)
As at 31 December 1,548 1,385 2,933
Land and
buildings
Motor
vehicles Total
RM’000 RM’000 RM’000
2025
As at 1 January 1,548 1,385 2,933
Additions (Note d) 23 677 700
Interest expenses (Note 9) 54 36 90
Lease termination (12) − (12)
Lease modifications 178 − 178
Payments of:
Capital element of lease liabilities (388) (181) (569)
Interest element of lease liabilities (54) (36) (90)
As at 30 June 1,349 1,881 3,230
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Represented by:
Non-current 1,237 1,942 1,981
Current 660 991 1,249
Total lease liabilities 1,897 2,933 3,230
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 414 ---
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Total lease liabilities owing to financial
institutions 611 1,385 1,881
Total lease liabilities owing to non-financial
institutions 1,286 1,548 1,349
Total lease liabilities 1,897 2,933 3,230
Notes:
(a) The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities
adjusted for any lease payments made at or before the commencement date of the leases.
After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and any accumulated
impairment losses and adjusted for any re-measurement of the lease liabilities.
The right-of-use assets are depreciated on the straight-line basis over the lease terms. The principal depreciation
periods are as follows:
Land and buildings over the lease periods from 2 to 8 years
Motor vehicles over the lease period of 5 years
Some of the leases for land and buildings and motor vehicles include an option to purchase the leased equipment at
the end of the lease term at a price deemed to be a bargain purchase option. It was considered reasonably certain that
the Group would exercise its right and included in the right-of-use assets and lease liabilities.
(b) Lease liabilities are initially measured at the present value of the lease payments that are not paid at the
commencement date.
After initial recognition, lease liabilities are measured by increasing the carrying amounts to reflect interest on the
lease liabilities, reducing the carrying amounts to reflect the lease payments made and remeasuring the carrying
amounts to reflect any reassessment or lease modifications.
The Group determines the lease term of a lease as the non-cancellable period of the lease, together with periods
covered by an option to extend or to terminate the lease if the Group is reasonably certain to exercise the relevant
options. Management has considered the relevant facts and circumstances that create an economic incentive for the
Group to either exercise the option to extend the lease, or to exercise the option to terminate the lease. Any
differences in expectations from the original estimates would impact the carrying amounts of the lease liabilities of
the Group.
The Group has certain leases of equipment and premises with lease term of 12 months or less, and low-value leases
of RM25,000 and below. The Group applies “short term lease” and “lease of low-value assets” exemptions for these
leases.
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 415 ---
(c) The following are the amounts recognised in profit or loss:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Depreciation charge of right-of-use
assets (included in
cost of services and other
operating expenses) 770 830 289 651
Interest expenses on lease liabilities
(included in cost of services, other
operating expenses and finance
costs) (Note 9) 127 244 157 90
Expenses relating to short-term
leases (included in
cost of sales) 2,234 1,593 632 977
3,131 2,667 1,078 1,718
(d) The Group made the following cash payments on additions of right-of-use assets:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Additions of right-of-use assets 961 1,650 607 786
Financed by lease liabilities (862) (1,506) (583) (700)
Cash payments on additions of
right-of-use assets 99 144 24 86
The Group had total cash outflow for leases of approximately RM2,995,000, RM2,597,000, RM1,092,000 and
RM1,636,000, comprising approximately RM634,000, RM760,000, RM303,000 and RM569,000 respectively, for
repayment of principal on lease liabilities for the years ended 31 December 2023 and 2024 and six months ended 30
June 2024 and 2025 respectively, RM127,000, RM244,000, RM157,000 and RM90,000 respectively, for repayment
of interest expenses on lease liabilities for the years ended 31 December 2023 and 2024 and six months ended 30
June 2024 and 2025 and RM2,234,000, RM1,593,000, RM632,000 and RM977,000 respectively, for short-term lease
expenses for the years ended 31 December 2023 and 2024 and six months ended 30 June 2024 and 2025.
(e) The Group has lease contracts that include termination options. These options are negotiated by the Group to
provide flexibility in managing the leased-asset portfolio and align with the business needs of the Group.
(f) There is no undiscounted potential future rental payment that is not included in the lease term of the Group. The
possibility for the Group to exercise the termination option is unlikely after taking into consideration of relevant
facts and circumstances including past experience, cost and economic incentive that will be involved to exercise the
termination options.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 416 ---
(g) The maturity profile of the lease liabilities of the Group at the end of each reporting period based on contractual
undiscounted repayment obligations are as follows:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within one year 778 1,151 1,309
In the second year 549 953 1,000
In the third to fifth year 812 1,143 1,148
After five years 12 – −
2,151 3,247 3,457
(h) The effective interest rates and incremental borrowing rates per annum of lease liabilities that are effective as at the
end of each reporting period are as follows:
As at 31 December
As at
30 June
2023 2024 2025
%%%
Lease liabilities 4.26–7.71 4.26–7.71 4.07−7.71
(i) Lease liabilities are fixed rate instruments. Sensitivity analysis at the end of each reporting period is not presented
as they are not affected by changes in interest rates.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 417 ---
18. INVESTMENT PROPERTIES
Investment
properties
Investment
properties under
construction Total
RM’000 RM’000 RM’000
Cost
As at 1 January 2023, 31 December 2023 and
1 January 2024 2,646 5,000 7,646
Transfer from investment properties under
construction 5,000 (5,000) –
As at 31 December 2024 and
1 January 2025 7,646 – 7,646
Disposal (2,500) − (2,500)
As at 30 June 2025 5,146 - 5,146
Accumulated depreciation and impairment
As at 1 January 2023 185 – 185
Depreciation provided for the year 53 – 53
Reversal of impairment losses for the year
(Note 7) (15) – (15)
As at 31 December 2023 and 1 January 2024 223 – 223
Depreciation provided for the year 128 – 128
As at 31 December 2024 and 1 January 2025 351 – 351
Depreciation provided for the period 64 - 64
Disposal (50) − (50)
As at 30 June 2025 365 − 365
Net book value
As at 31 December 2023 2,423 5,000 7,423
As at 31 December 2024 7,295 – 7,295
As at 30 June 2025 4,781 − 4,781
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 418 ---
Fair value measurement
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Fair value for disclosure purposes only:
Fair value at end of the year/period 9,567 7,710 5,110
As at 31 December 2023, 2024 and 30 June 2025, the fair values of the investment properties were estimated to be
approximately RM9,567,000 and RM7,710,000 and RM5,110,000, respectively. The valuation was performed by CH
Williams Talhar & Wong and Cbre Wtw V aluation & Advisory Sdn Bhd, the independent professionally qualified valuers.
Selection criteria of the external valuer include market knowledge, reputation, independence and whether professional
standards are maintained.
The valuation of the investment properties were determined using the comparison approach based on market values
for similar properties in the same vicinity obtained from property agencies. The fair value measurement hierarchy of the
above investment properties requires certain significant unobservable inputs (Level 3). There were no transfers into or out
of Level 3 during the Track Record Period.
In estimating the fair value of the properties, the highest and best use of the properties is their current use.
As at 31 December 2023, management of the Company has determined that the recoverable amounts of certain
investment properties are higher than their carrying amounts. Accordingly, reversal of impairment losses on investment
properties amounted to RM15,000 was recognised in the combined statements of profit or loss and other comprehensive
income. No impairment losses on investment properties was provided as at 31 December 2024.
The Group as a lessor
The Group leases an investment property under operating lease arrangements. Rental income recognised by the
Group during the years ended 31 December 2023, 2024 and six months ended 30 June 2024 and 2025 were Nil,
approximately RM7,000, RM2,000 and RM5,000, respectively.
Direct operating expenses arising from an investment property that generated rental income during the years ended
31 December 2023 and 2024 and six months ended 30 June 2024 and 2025 amounted to approximately Nil, RM2,000,
RM1,000 and RM1,000, respectively, while direct operating expenses arising from investment properties that did not
generate rental income during the years ended 31 December 2023, 2024 and six months ended 30 June 2024 and 2025
amounted to approximately RM22,000, RM22,000, RM7,000 and RM13,000, respectively.
As at 31 December 2023, 2024 and 30 June 2025, the undiscounted lease payments receivable by the Group in future
periods under operating lease with its tenant is as follows:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within one year – 10 10
In the second to third year – 4 9
In the third to fourth year – – –
In the fourth to fifth year – – –
After five years – – –
–1 41 9
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 419 ---
19. LIFE INSURANCE POLICY
The Company and the Group has paid the total contribution amounted to approximately RM4,054,000 at the inception of
the policy, if the covered person did not die or suffered from total and permanent disability during the 7 years, the Group will be
entitled to at least approximately RM4,054,000, depending on the investment performance of the financial product. If the covered
person die or suffered from total and permanent disability during the insurance period, the Group will be entitled to a payment of
RM7,000,000.
Change in fair value loss of approximately RM474,000, fair value gain of approximately RM24,000 and fair value loss of
approximately RM40,000 were recognised in profit or loss during the years ended 31 December 2023, 31 December 2024, six
months ended 30 June 2025, respectively.
20. TRADE RECEIV ABLES, PREPA YMENTS AND OTHER RECEIV ABLES
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Trade receivables (Note a) 37,999 38,527 5,956
Less: Impairment losses (18,169) (1,473) (1,135)
19,830 37,054 4,821
Other receivables and deposits (Note b):
Consideration receivable from disposal of an
investment property − − 2,250
Other receivables and deposits 5,704 19 5,355
Deposits 1,346 1,307 1,035
Less: Impairment losses (692) (135) (409)
6,358 1,191 8,231
Prepayments 13 13 33
Deferred listing expense − − 1,554
13 13 1,587
26,201 38,258 14,639
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 420 ---
Notes:
(a) Trade receivables
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Third parties 15,202 38,527 5,956
Related parties 22,797 – –
37,999 38,527 5,956
Less: Impairment losses (18,169) (1,473) (1,135)
19,830 37,054 4,821
The credit period granted to customers is 30 to 45 days during the Track Record Period. They are recognised at their
original invoice amounts, which represent their fair values on initial recognition.
As at 31 December 2024, trade receivables of the Group are not secured by any collaterals and are not subject to
significant risk of concentration, except for trade receivables from two (2) third party customers constituting 71% of
total receivables of the Group.
As at 31 December 2023, trade receivables of the Group are not secured by any collaterals and are not subject to
significant risk of concentration, except for amounts due from related parties constituting 60% of total receivables
of the Group.
An ageing analysis of trade receivables as at 31 December 2023, 2024 and 30 June 2025 are as follows:
Gross
carrying
amount
Impairment
losses
Net
carrying
amount
RM’000 RM’000 RM’000
As at 31 December 2023
Collective assessment
Current 5,187 (6) 5,181
Within one year past due 4,795 (9) 4,786
In the first to second year past due 5,118 (59) 5,059
In the second to third year past due 14 (1) 13
In the third to forth year past due 5,046 (268) 4,778
In the forth to fifth year past due 14 (1) 13
After five years 808 (808) –
20,982 (1,152) 19,830
Individual assessment
Credit-impaired 17,017 (17,017) –
37,999 (18,169) 19,830
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 421 ---
Gross
carrying
amount
Impairment
losses
Net
carrying
amount
RM’000 RM’000 RM’000
As at 31 December 2024
Collective assessment
Current 32,267 (272) 31,995
Within one year past due 4,711 (39) 4,672
In the first to second year past due 95 (5) 90
In the second to third year past due 331 (46) 285
In the third to forth year past due 12 (2) 10
In the forth to fifth year past due 4 (2) 2
After five years 739 (739) –
38,159 (1,105) 37,054
Individual assessment
Credit-impaired 368 (368) –
38,527 (1,473) 37,054
Gross
carrying
amount
Impairment
losses
Net
carrying
amount
RM’000 RM’000 RM’000
As at 30 June 2025
Collective assessment
Current 45 − 45
Within one year past due 4,812 (36) 4,776
In the first to second year past due − − −
In the second to third year past due − − −
In the third to forth year past due − − −
In the forth to fifth year past due − − −
After five years 731 (731) −
5,588 (767) 4,821
Individual assessment
Credit-impaired 368 (368) −
5,956 (1,135) 4,821
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 422 ---
Movements in impairment losses on trade receivables are as follow:
Lifetime ECLs
(not
credit-impaired)
Lifetime ECLs
(credit- impaired) Total
RM’000 RM’000 RM’000
As at 1 January 2023 2,057 19,023 21,080
Reversal of impairment losses, net (Note 8) (905) (2,006) (2,911)
As at 31 December 2023 and 1 January
2024 1,152 17,017 18,169
Reversal of impairment losses, net (Note 8) (47) (16,649) (16,696)
As at 31 December 2024 and
1 January 2025 1,105 368 1,473
Reversal of impairment losses, net (Note 8) (338) − (338)
As at 30 June 2025 767 368 1,135
Information about the impairment losses on trade receivables and the exposure to credit risk can be found in Note
30(a).
(b) Other receivables and deposits
Movements in impairment losses on other receivables and deposits are as follows:
12-month ECLs
RM’000
As at 1 January 2023 656
Provision for impairment losses, net (Note 8) 36
As at 31 December 2023 and 1 January 2024 692
Reversal of impairment losses, net (Note 8) (557)
As at 31 December 2024 and 1 January 2025 135
Provision for impairment losses, net (Note 8) 274
As at 30 June 2025 409
Information about the impairment losses on other receivables and deposits and the exposure to credit risk can be
found in Note 30(a).
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 423 ---
21. CONTRACT ASSETS AND CONTRACT LIABILITIES
(a) Contract assets
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Contract assets arising from:
Construction services
– Unbilled revenue 51,267 47,011 80,260
– Retention receivables 18,412 7,070 10,492
Less: Impairment losses (21,190) (21,153) (21,391)
48,489 32,928 69,361
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit
losses. The provision rates for the measurement of the expected credit losses of the contract assets are based on those of the
trade receivables as the contract assets and the trade receivables are from the same customer bases. The provision rates of
contract assets are based on days past due of trade receivables. The calculation reflects the probability-weighted outcome,
the time value of money and reasonable and supportable information that is available at the reporting date about past
events, current conditions and forecasts of future economic conditions.
Information about the impairment losses on contract assets and the exposure to credit risk can be found in Note
30(a).
The expected timing of recovery or settlement for contract assets is as follows:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within one year 46,036 28,935 61,969
More than one year and less than five years 2,453 3,993 7,392
Total contract assets 48,489 32,928 69,361
APPENDIX I ACCOUNTANTS’ REPORT
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Movements in contract assets are as follow:
Y ear ended 31 December
Six months
ended
30 June
2023 2024 2025
RM’000 RM’000 RM’000
At the beginning of year/period 59,571 48,489 32,928
Transfer of contract assets recognised at
beginning of the year/period to trade
receivables (20,266) (46,515) (23,235)
Increase as a result of changes in the
measure of progress and contract
modifications 27,934 30,917 59,906
(Provision for)/reversal of impairment
losses, net (18,750) 37 (238)
At the end of year/period 48,489 32,928 69,361
Movements in impairment losses on contract assets are as follow:
Lifetime ECLs (not
credit-impaired)
Lifetime ECLs
(credit-impaired) Total
RM’000 RM’000 RM’000
As at 1 January 2023 1,412 1,028 2,440
(Reversal of)/provision for impairment
losses, net (Note 8) (1,095) 19,845 18,750
As at 31 December 2023 and 1 January
2024 317 20,873 21,190
Reversal of impairment losses, net (Note 8) (37) − (37)
As at 31 December 2024 and 1 January
2025 280 20,873 21,153
Provision for impairment losses, net
(Note 8) 238 − 238
As at 30 June 2025 518 20,873 21,391
Information about the impairment losses on contract assets and the exposure to credit risk can be found in Note
30(a).
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Contract liabilities
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Contract liabilities arising from:
− Construction services – (2,562) (4,291)
Movements in contract liabilities are as follows:
Y ear ended 31 December
Six months
ended
30 June
2023 2024 2025
RM’000 RM’000 RM’000
At the beginning of year/period – – (2,562)
Received in advance of services and not
recognised as revenue during the
year/period – (2,562) (1,729)
At the end of year/period – (2,562) (4,291)
22. DEFERRED TAX ASSETS/(LIABILITIES)
Y ear ended 31 December
Six months
ended
30 June
2023 2024 2025
RM’000 RM’000 RM’000
As at 1 January 2,326 2,325 (409)
Recognised in profit or loss (Note 13) (1) (2,734) (29)
As at 31 December/30 June 2,325 (409) (438)
Presented before appropriate offsetting:
Deferred tax assets 3,394 700 723
Deferred tax liabilities (1,069) (1,109) (1,161)
As at 31 December/30 June 2,325 (409) (438)
APPENDIX I ACCOUNTANTS’ REPORT
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The components and movements of deferred tax assets and liabilities prior to offsetting during the Track Record Period are
as follows:
Deferred tax assets
Temporary
differences on
impairment
RM’000
As at 1 January 2023 3,308
Credited to profit or loss 86
As at 31 December 2023 and
1 January 2024 3,394
Charged to profit or loss (2,694)
As at 31 December 2024 and 1 January 2025 700
Credited to profit or loss 23
As at 30 June 2025 723
Deferred tax liabilities
Property, plant
and equipment
RM’000
As at 1 January 2023 (982)
Charged to profit or loss (87)
As at 31 December 2023 and
1 January 2024 (1,069)
Charged to profit or loss (40)
As at 31 December 2024 and 1 January 2025 (1,109)
Charged to profit or loss (52)
As at 30 June 2025 (1,161)
As at 31 December 2023, 2024 and 30 June 2025, the Group has deductible temporary differences of approximately
RM26,058,000, RM20,000,000 and RM20,000,000, respectively. No deferred tax asset has been recognised in relation to such
deductible temporary difference as it is not probable that taxable profit will be available against which the deductible temporary
differences can be utilised.
APPENDIX I ACCOUNTANTS’ REPORT
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23. CASH AND BANK BALANCES
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Cash at banks and on hand 4,312 15,328 9,086
Deposits with licensed banks 18,394 7,824 8,507
Total cash and bank balances 22,706 23,152 17,593
Cash at banks earns interest at floating rates, and weighted average effective interest rate of cash at bank and deposits with
licensed banks is as follows:
As at 31 December
As at
30 June
2023 2024 2025
%%%
Fixed rate 2.19 0.95 0.86
The average initial maturity period of deposits with licensed banks is 154 days and 163 days as at 31 December 2023 and
2024 and 163 days as at 30 June 2025, respectively.
Deposits with licensed banks of approximately RM18,394,000 and RM7,824,000 as at 31 December 2023 and 2024 and
RM8,507,000 as at 30 June 2025 are pledged to licensed banks as securities for bank facilities, respectively, granted to the Group
as disclosed in Note 25 of the combined financial statements.
Cash and bank balances are denominated in RM.
No expected credit loss is recognised arising from the cash and bank balances as the probability of default by these
financial institutions is negligible.
APPENDIX I ACCOUNTANTS’ REPORT
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24. TRADE PA Y ABLES, ACCRUALS AND OTHER PA Y ABLES
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Trade payables
Third parties 15,743 24,997 22,368
A related party 100 – –
Retention payables 15,601 17,055 17,115
31,444 42,052 39,483
Other payables and accruals
Third parties 607 751 576
Director 45 48 112
Deposits – 2 2
Accrued staff costs 596 711 820
Accrued listing expenses − − 2,557
Other accruals 207 239 −
Other tax and levy payables 39 9 13
Dividend payable 5,000 – –
6,494 1,760 4,080
37,938 43,812 43,563
An ageing analysis of trade payables as at the end of each of the reporting period, based on the invoice dates, are as
follows:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
0 to 90 days 29,407 36,683 38,100
91 to 180 days 499 4,302 469
181 to 365 days 164 68 162
Over 365 days 1,374 999 752
31,444 42,052 39,483
Trade payables are non-interest bearing and the normal credit terms granted to the Group ranged from 30 to 60 days from
the date of invoice for the Track Record Period.
The amount due to a related party is trade nature, unsecured and repayable on demand.
The amount due to a director represent advances from a director, which is unsecured, interest-free and repayable within the
next twelve (12) months in cash and cash equivalents.
APPENDIX I ACCOUNTANTS’ REPORT
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Retention payables to sub-contractors of contract works are interest-free and payable by the Group after the completion of
defect liability period of 2 years from completion of the relevant works.
As at 31 December 2023, included in the retention payables is an amount due to a related party, which amounted to
RM44,000. No retention payables is due to related party as at 31 December 2024.
25. BORROWINGS, SECURED
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Bank overdrafts 4,795 – –
Banker acceptances 1,513 485 –
Term loan 3,733 3,119 2,812
Financial guarantee contracts 85 91 −
10,126 3,695 2,812
Less: Amounts due over one year shown under
non-current liabilities (3,119) (2,505) (2,198)
Amounts due shown under current liabilities 7,007 1,190 614
APPENDIX I ACCOUNTANTS’ REPORT
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The carrying amounts of the above term loan are analysed based on contractual repayment date as follows:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Within 1 year 614 614 614
In the second year 614 614 614
In the third to fifth year 1,842 1,842 1,584
After five years 663 49 −
Total carrying amount of term loan 3,733 3,119 2,812
The weighted average effective interest rates per annum of borrowings as at the end of each reporting period are as follows:
As at 31 December
As at
30 June
2023 2024 2025
%%%
Bank overdrafts 7.85 – −
Banker acceptances 5.15 5.15 −
Term loan 4.74 4.85 4.82
The table below summarises the maturity profile of the borrowings (including financial guarantee contracts) of the
Company at the end of each reporting period based on contractual undiscounted repayment obligations as follows:
On demand or
within one year
In the second to
fifth years
After
five years Total
RM’000 RM’000 RM’000 RM’000
As at 31 December 2023
Bank overdrafts 4,795 – – 4,795
Banker acceptances 1,513 – – 1,513
Term loan 785 2,837 681 4,303
Financial guarantee contracts 5,290 – – 5,290
12,383 2,837 681 15,901
As at 31 December 2024
Banker acceptances 485 – – 485
Term loan 752 2,708 49 3,509
Financial guarantee contracts 4,929 – – 4,929
6,166 2,708 49 8,923
As at 30 June 2025
Term loan 737 2,391 − 3,128
APPENDIX I ACCOUNTANTS’ REPORT
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At the end of each reporting period, the interest rate profile of the borrowings is as follows:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
V ariable rate borrowings 10,041 3,604 2,812
Secured borrowings of the Group are secured by the following:
(i) Third party legal charge over the properties belonging to a related party and Directors;
(ii) Deposits with licensed banks of the Group as disclosed in Note 23 to the financial statements;
(iii) A key man insurance policy in respect of a Director’s life with sum assured of RM7,000,000;
(iv) Deed of assignment of contract proceeds; and
(v) Jointly and severally guaranteed by the Directors of the Company.
As at 31 December 2023, 2024 and 30 June 2025, the Group has unutilised banking facilities of RM96,386,000 and
RM111,659,000 and RM112,998,000, respectively.
Financial guarantee contracts
BBSB Holdings Sdn. Bhd. (“ BBSB ”), an indirect wholly-owned subsidiary of the Company, provides financial
guarantees to banks in respect of banking facilities granted to related parties. The details of the corporate guarantees are as
follows:
On 3 May 2016, BBSB provided corporate guarantee in favour of AmBank (M) Berhad as part of the security for the
credit facility of RM3,480,000 granted by the Bank to Nova Revenue Sdn. Bhd. (“ NRSB ”), a related party of the Company.
On 23 December 2016, BBSB provided corporate guarantee in favour of Public Bank Berhad as part of the security
for the credit facility of RM900,000 granted by the bank to Ample Seas Sdn. Bhd. (“ ASSB ”), a related party of the
Company.
On 23 May 2018, BBSB provided corporate guarantee in favour of Public Bank Berhad as part of the security for the
credit facility of RM1,120,000 granted by the Bank to NRSB.
On 31 December 2018, BBSB provided corporate guarantee in favour of Public Bank Berhad as part of the security
for the credit facility of RM3,563,650 granted by the Bank to ASSB.
The corporate guarantees are not secured by any specific assets of BBSB. As at 31 December 2023, 2024 and 30
June 2025, the maximum credit risk exposure of the guarantee was RM5,290,000, RM4,929,000 and nil, respectively.
Information about the impairment losses on financial guarantee contracts and the exposure to credit risk can be found in
Note 30(a).
As at 30 June 2025, BBSB has discharged all financial guarantee contracts to banks in respect of banking facilities
granted to related parties.
APPENDIX I ACCOUNTANTS’ REPORT
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Movements in impairment losses on financial guarantee contracts are as follows:
12-month ECL
RM’000
As at 1 January 2023 90
Reversal of impairment losses (Note 8) (5)
As at 31 December 2023 and 1 January 2024 85
Provision for impairment losses (Note 8) 6
As at 31 December 2024 and 1 January 2025 91
Reversal of impairment losses (Note 8) (91)
As at 30 June 2025 −
26. SHARE CAPITAL AND RESERVES
The Company was incorporated in the Cayman Islands as an exempted company with limited liabilities on 30 May 2025. As
at the date of incorporation, the Company had an authorised share capital of HK$380,000 divided into 38,000,000 shares of
HK$0.01 each. On the same date, one fully paid share was issued and allotted to the initial subscriber.
Reserves:
a. Share premium
Share premium represented the amount subscribed for share capital in excess of nominal value.
b. Merger reserve
It represents the difference between the nominal value of shares issued by the Company and the aggregate paid-up
capital of the companies comprising the Group.
c. Retained earnings
Its represents cumulative net profits recognised in the combined statement of profit or loss and other comprehensive
income.
APPENDIX I ACCOUNTANTS’ REPORT
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27. RELATED PARTY TRANSACTIONS
(a) Other than as disclosed in Notes 20, 24 and 25 in the Historical Financial Information, the Group had the following
transactions with related parties during the Track Record Period:
Name of
related party Relationship Type of transactions Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RM’000 RM’000 RM’000 RM’000
(Unaudited)
Bridgex Sdn. Bhd. (Note (i)) Related party Revenue from construction
contract 4,850 5,523 5,523 −
Bridgex Sdn. Bhd. (Note (i)) Related party Sub-contractor cost 1,460 500 500 −
Bridgex Sdn. Bhd. (Note (i)) Related party Miscellaneous income – 32 32 −
Bridgex Sdn. Bhd. (Note (i)) Related party Miscellaneous expenses 1,082 993 993 −
Nova Revenue Sdn. Bhd
(Note (ii))
Related party Miscellaneous expenses
––– 1 1
Ample Seas Sdn. Bhd.
(Note (ii))
Related party Rental paid
36 36 18 19
Nova Revenue Sdn. Bhd
(Note (ii))
Related party Rental paid
206 227 108 149
Notes:
(i) The entity was related to one of the executive directors, Datuk Tan, who was a substantial shareholder of the
entity until 13 June 2024.
(ii) The entity is controlled by Datuk Tan, one of the controlling shareholders and executive director of the
Company.
(b) Compensation of key management personnel
The key management personnel of the Group are the directors of the Company. Details of the remuneration paid to
them during the Track Record Period are set out in Note 11 to the Historical Financial Information.
28. NOTES TO THE COMBINED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
For the years ended 31 December 2023 and 2024 and six months ended 30 June 2024 and 2025, the Group entered
into leases agreements in respect of land and buildings and motor vehicle with a capital value at the inception of the leases
of approximately RM862,000, RM1,506,000, RM583,000 and RM700,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Changes in liabilities arising from financing activities
The tables below detail changes in liabilities of the Group arising from financing activities, including both cash and
non-cash changes. Liabilities arising from financing activities are those for which cash flows are, or future cash flows will
be, classified in the combined statement of cash flows of the Group as cash flows from financing activities.
Lease Borrowings,
Amount
due to a Dividend
liabilities secured director payable Total
RM’000 RM’000 RM’000 RM’000 RM’000
(Note 17) (Note 25) (Note 24) (Note 24)
As at 1 January 2023 1,395 10,283 66 – 11,744
Changes from financing
cash flows:
– Payment of interest
element of lease
liabilities (127) – – – (127)
– Payment of capital
element of lease
liabilities (634) – – – (634)
– Repayment of
borrowing, secured – (859) – – (859)
– Interest paid – (609) – – (609)
– Repayment to a
director – – (21) – (21)
– Dividend paid – – – (5,000) (5,000)
Total changes from
financing cash flows (761) (1,468) (21) (5,000) (7,250)
Other changes:
– Additions of lease
liabilities 86 2––– 8 6 2
– Interest expenses 127 609 – – 736
– Lease terminations (87) – – – (87)
– Lease modifications 36 1––– 3 6 1
– Dividend declared – – – 10,000 10,000
– Increase in bank
overdrafts – 707 – – 707
– Reversal of
impairment on
financial guarantee
contracts – (5) – – (5)
Total other changes 1,263 1,311 – 10,000 12,574
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 435 ---
Lease Borrowings,
Amount
due to a Dividend
liabilities secured director payable Total
RM’000 RM’000 RM’000 RM’000 RM’000
(Note 17) (Note 25) (Note 24) (Note 24)
As at 31 December 2023
and1 January 2024 1,897 10,126 45 5,000 17,068
Changes from financing
cash flows:
– Payment of interest
element of on lease
liabilities (244) – – – (244)
– Payment of capital
element of lease
liabilities (760) – – – (760)
– Repayment of
borrowing, secured – (1,642) – – (1,642)
– Interest paid – (384) – – (384)
– Advance from a
director ––3–3
– Dividend paid – – – (41,000) (41,000)
Total changes from
financing cash flows (1,004) (2,026) 3 (41,000) (44,027)
Other changes:
– Additions of lease
liabilities 1,50 6––– 1,506
– Interest expenses 244 384 – – 628
– Lease modifications 29 0––– 2 9 0
– Dividend declared – – – 36,000 36,000
– Decrease in bank
overdrafts – (4,795) – – (4,795)
– Provision for
impairment on
financial guarantee
contracts –6––6
Total other changes 2,040 (4,405) – 36,000 33,635
As at 31 December 2024 2,933 3,695 48 – 6,676
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 436 ---
Lease
liabilities
Borrowings,
secured
Amount
due to a
director
Dividend
payables Total
RM’000 RM’000 RM’000 RM’000 RM’000
(Note 17) (Note 25) (Note 24) (Note 24)
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
As at 1 January 2024 1,897 10,126 45 5,000 17,068
Changes from financing
cash flows:
– Payment of interest
element of on lease
liabilities (157) – – – (157)
– Payment of capital
element of lease
liabilities (303) – – – (303)
– Repayment of
borrowing, secured – (613) – – (613)
– Interest paid – (282) – – (282)
– Advance from a
director ––2–2
– Dividend paid − − − (15,000) (15,000)
Total changes from
financing cash flows (460) (895) 2 (15,000) (16,353)
Other changes:
– Additions of lease
liabilities 58 2––– 5 8 2
– Interest expenses 157 282 – – 439
– Dividends declared – – – 10,000 10,000
– Decrease in bank
overdrafts – (4,795) – – (4,795)
– Reversal of
impairment on
financial guarantee
contracts – (2) – – (2)
Total other changes 739 (4,515) – 10,000 6,224
As at 30 June 2024 2,176 4,716 47 – 6,939
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 437 ---
Lease Borrowings,
Amount
due to Dividend
liabilities secured directors payable Total
RM’000 RM’000 RM’000 RM’000 RM’000
(Note 17) (Note 25) (Note 24) (Note 24)
As at 1 January 2025 2,933 3,695 48 − 6,676
Changes from financing
cash flows:
– Payment of interest
element of on lease
liabilities (90) − − − (90)
– Payment of capital
element of lease
liabilities (569) − − − (569)
– Repayment of
borrowing, secured − (792) − − (792)
– Interest paid − (72) − − (72)
– Advance from
directors − − 64 − 64
Total changes from
financing cash flows (659) (864) 64 − (1,459)
Other changes:
– Additions of lease
liabilities 700 − − − 700
– Interest expenses 90 72 − − 162
– Lease termination (12) − − − (12)
– Lease modifications 178 − − − 178
– Reversal of
impairment on
financial guarantee
contracts − (91) − − (91)
Total other changes 956 (19) − − 937
As at 30 June 2025 3,230 2,812 112 − 6,154
APPENDIX I ACCOUNTANTS’ REPORT
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29. SUMMARY OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES BY CATEGORY
The following table shows the carrying amount of financial assets and liabilities:
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Financial assets
Financial assets at amortised cost
– Trade and other receivables 26,188 38,245 13,052
– Cash and cash equivalents 22,706 23,152 17,593
48,894 61,397 30,645
Financial liabilities
Financial liabilities at amortised cost
– Trade payables, accruals and other payables* 32,303 43,092 42,730
– Borrowings, secured 10,126 3,695 2,812
– Lease liabilities 1,897 2,933 3,230
44,326 49,720 48,772
* Excluding accrued staff costs, other tax and levy payables and dividend payable.
30. FINANCIAL RISK MANAGEMENT
The Group is exposed to a variety of financial risks which comprise credit risk, liquidity risk, interest rate risk and
currency risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group’s financial performance. The management manages and monitors these exposures
to ensure appropriate measures are implemented in a timely and effective manner.
The Group’s financial risk management policy seeks to ensure that adequate resources are available to manage the above
risks and to create value for its shareholders. As the directors consider that the Group’s exposure to financial risk is kept at a
minimum level, the Group does not hold or issue derivative financial instruments either for hedging or trading purposes.
(a) Credit risk
Credit risk and impairment assessment
Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations resulting
in financial losses to the Group. The Group’s credit risk exposures are primarily attributable to trade and other
receivables, contract assets and bank balances. The Group does not hold any collateral or other credit enhancements
to cover its credit risks associated with its financial and contract assets.
APPENDIX I ACCOUNTANTS’ REPORT
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The Group’s internal credit grading assessment comprises the following categories:
Internal credit rating Description
Trade receivables
and contract assets
Other financial
assets
Performing The counterparty has a low risk
of default and does not have
any past-due amounts
Lifetime ECLs – not
credit-impaired
12-month ECLs
Under-performance Debtor frequently repays but
usually settle after due date
Lifetime ECLs – not
credit-impaired
Lifetime ECLs – not
credit-impaired
Loss There is evidence indicating the
asset is credit-impaired
Lifetime ECLs –
credit-impaired
Lifetime ECLs –
credit-impaired
Write-off There is evidence indicating that
the debtor is in severe financial
difficulty and the Group has no
realistic prospect of recovery or
the amount has been overdue
over 3 years
Amount is written
off
Amount is written
off
The tables below detail the credit risk exposures of the Group’s financial and contract assets, which are
subject to ECL assessment:
As at 31 December 2023
Expected
credit loss rate
Basis for
recognition of
expected credit
loss
Estimated gross
carrying amount
at default
Impairment
allowance
Carrying amount
(net of
impairment
allowance)
RM’000 RM’000 RM’000
Bank balances Note i 0% 12-month ECLs 22,706 – 22,706
Trade receivables Note ii 5% Lifetime ECLs (not
credit-impaired)
20,982 (1,152) 19,830
100% Lifetime ECLs
(credit-impaired)
17,017 (17,017) –
Contract assets Note ii 1% Lifetime ECLs (not
credit-impaired)
48,806 (317) 48,489
100% Lifetime ECLs
(credit-impaired)
20,873 (20,873) −
Other receivables Note iii 11% 12-month ECLs 7,050 (692) 6,358
137,434 (40,051) 97,383
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 2024
Expected
credit loss rate
Basis for
recognition of
expected credit
loss
Estimated gross
carrying amount
at default
Impairment
allowance
Carrying amount
(net of
impairment
allowance)
RM’000 RM’000 RM’000
Bank balances Note i 0% 12-month ECLs 23,152 – 23,152
Trade receivables Note ii 3% Lifetime ECLs (not
credit-impaired)
38,159 (1,105) 37,054
100% Lifetime ECLs
(credit-impaired)
368 (368) –
Contract assets Note ii 1% Lifetime ECLs (not
credit-impaired)
33,208 (280) 32,928
100% Lifetime ECLs
(credit-impaired)
20,873 (20,873) –
Other receivables Note iii 10% 12-month ECLs 1,326 (135) 1,191
117,086 (22,761) 94,325
As at 30 June 2025
Expected
credit loss rate
Basis for
recognition of
expected credit
loss
Estimated gross
carrying amount
at default
Impairment
allowance
Carrying amount
(net of
impairment
allowance)
RM’000 RM’000 RM’000
Bank balances Note i 0% 12-month ECLs 17,593 − 17,593
Trade receivables Note ii 14% Lifetime ECLs (not
credit-impaired)
5,588 (767) 4,821
100% Lifetime ECLs
(credit-impaired)
368 (368) −
Contract assets Note ii 1% Lifetime ECLs (not
credit-impaired)
69,879 (518) 69,361
100% Lifetime ECLs
(credit-impaired)
20,873 (20,873) −
Other receivables Note iii 5% 12-month ECLs 8,640 (409) 8,231
122,941 (22,935) 100,006
APPENDIX I ACCOUNTANTS’ REPORT
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(i) Bank balances
Credit risk on bank balances is limited because the counterparties are reputable banks with high credit ratings
assigned by credit agencies. The Group assessed 12-month ECL for bank balances by reference to information
relating to probability of default and loss given default of the respective credit rating grades published by external
credit rating agencies. Based on the average loss rates, the 12-month ECL on bank balances is considered to be
insignificant and therefore no loss allowance was recognised.
(ii) Trade receivables and contract assets arising from contracts with customers
For trade receivables and contract assets, the Group has applied the simplified approach of IFRS 9 to measure
the loss allowance at lifetime ECL. Except for items that are subject to individual evaluation, which are assessed for
impairment individually, the remaining trade receivables are grouped based on shared credit risk characteristics by
reference to the ageing of outstanding balances. Details of the quantitative disclosures are set out in note 20(a) and
21(a).
In order to minimise the credit risk, the management of the Group has delegated a team responsible for
determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is
taken to recover overdue debts. In this regard, the management considers that the Group’s credit risk is significantly
reduced.
The Group has concentration of credit risk on trade receivables as 60%, 53% and 93% of the total trade
receivables was due from the Group’s largest customer as at 31 December 2023, 2024 and 30 June 2025,
respectively and 96%, 93% and 100% of the total trade receivables was due from the Group’s five largest customers
as at 31 December 2023, 2024 and 30 June 2025, respectively.
The Group has concentration of credit risk on contract assets as 60%, 40% and 44% of the total contract
assets was due from the Group’s largest customer as at 31 December 2023, 2024 and 30 June 2025, respectively and
98%, 98% and 99% of the total contract assets was due from the Group’s five largest customers as at 31 December
2023, 2024 and 30 June 2025, respectively.
ECL and loss rates are calculated under a roll rate method based on the probability of a receivable
progressing through successive stages of delinquency to write-off. Loss rates are based on actual credit loss
experience over the past 3 years. These rates are multiplied by adjustment factors to reflect differences between
economic conditions during the period over which the historical data has been collected, current conditions and the
Group’s view of economic conditions over the expected lives of the receivables. Such factor are based on actual and
forecast gross consumer price index in Malaysia of 2.5%, 2.5% and 2.0% as at 31 December 2023, 2024 and 30 June
2025.
(iii) Other receivables and financial guarantee contracts
For other receivables and financial guarantee contracts, the management makes periodic individual
assessment on the recoverability based on historical settlement records, past experience, and also quantitative and
qualitative information that is reasonable and supportable forward-looking information. The management believes
that there are no significant increase in credit risk of these amounts since initial recognition and the Group provided
impairment based on 12-month ECL. The maximum exposure to credit risk in respect of financial guarantee
contracts is disclosed in Note 25.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 442 ---
(b) Liquidity risk
In the management of liquidity risk, the Group’s policy is to regularly monitor its liquidity requirements and
maintain sufficient reserves of cash to settle its debt obligation. The liquidity policies have been followed by the Group
during the Track Record Period and are considered to have been effective in managing liquidity risk.
The following table details the Group’s remaining contractual maturity for its ﬁnancial liabilities. The table has been
drawn up based on the undiscounted cash ﬂows of ﬁnancial liabilities based on the earliest date on which the Group can be
required to pay.
As at 31 December 2023
Carrying
amount
Total
contractual
undiscounted
cash flow
Within
1 year or
on demand
In the second
to fifth years
After five
years
RM’000 RM’000 RM’000 RM’000 RM’000
Trade and other payables* 32,303 32,303 30,401 1,902 –
Borrowings, secured 10,126 15,901 12,383 2,837 681
Lease liabilities 1,897 2,151 778 1,361 12
44,326 50,355 43,562 6,100 693
Financial guarantee
contacts 85 5,290 5,290 – –
As at 31 December 2024
Carrying
amount
Total
contractual
undiscounted
cash flow
Within
1 year or
on demand
In the second
to fifth years
After five
years
RM’000 RM’000 RM’000 RM’000 RM’000
Trade and other payables* 43,092 43,092 36,618 6,474 –
Borrowings, secured 3,695 8,923 6,166 2,708 49
Lease liabilities 2,933 3,247 1,151 2,096 –
49,720 55,262 43,935 11,278 49
Financial guarantee
contacts 91 4,929 4,929 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 443 ---
As at 30 June 2025
Carrying
amount
Total
contractual
undiscounted
cash flow
Within
1 year or
on demand
In the second
to fifth years
After Five
years
RM’000 RM’000 RM’000 RM’000 RM’000
Trade and other payables* 42,730 42,730 33,267 9,463 −
Borrowings, secured 2,812 3,128 737 2,391 −
Lease liabilities 3,230 3,457 1,309 2,148 −
48,772 49,315 35,313 14,002 −
* Excluding accrued staff costs, other tax and levy payables and dividend payable.
(c) Interest rate risk
The Group’s interest rate risk arises primarily from borrowings and bank balances. Borrowings and bank balances at
variable rates and expose the Group to cash flow interest rate risk.
At the respective reporting dates, if interest rate had been increased/decreased by 25 basis points and all other
variables were held constant, the Group’s (loss)/profit after income tax expense would decrease/increase by approximately
RM19,000, RM7,000 and RM5,000 for the years ended 31 December 2023, 2024 and and six months ended 30 June 2025,
respectively.
(d) Currency risk
Currency risk to the Group is minimal as the Group operates in Malaysia with transactions primarily denominated
in RM.
31. CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order
to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debts. No changes in the objectives, policies or processes were made during
the Track Record Period.
The Group monitors capital on the basis of the net debt-to-equity ratio. This ratio is calculated as net debt divided by total
equity. Net debt is calculated as total borrowings (including bank borrowings and lease liabilities) less cash and bank balances.
Total equity is calculated as equity as shown in the combined statements of financial position.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 444 ---
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Borrowings, secured 10,126 3,695 2,812
Lease liabilities 1,897 2,933 3,230
Less: Cash and bank balances (22,706) (23,152) (17,593)
Net debt/(cash) (10,683) (16,524) (11,551)
Equity 63,611 53,800 57,001
Net debt to equity ratio N/A N/A N/A
32. CAPITAL COMMITMENTS
As at 31 December
As at
30 June
2023 2024 2025
RM’000 RM’000 RM’000
Contracted but not provided for
– Property, plant and equipment – 265 −
33. GUARANTEE BONDS
As at 31 December 2023, 2024 and 30 June 2025, the Group provide two, two and two guarantees to bank respectively.
As at 31 December 2023, 2024 and 30 June 2025, guarantee bonds at amount of approximately RM47,050,000,
RM29,423,000 and RM29,423,000 respectively were given by United Overseas Bank (“ UOB ”) in favour of the Group’s customers
as security for the due performance and observance of the Group’s obligation under the contract entered into between the Group
and its customers. If the Group fails to provide satisfactory performance to its customers to whom the guarantee bond has been
given, the customers may demand the UOB to pay to them the sum or sums stipulated in such demand. The Group will then
become liable to compensate the UOB accordingly. The guarantee bonds will be released upon completion of the contract works
for the customers.
The directors of the Company are of the opinion that the amount of approximately RM47,050,000. RM29,423,000 and
RM29,423,000 respectively were the maximum exposure to the Group and it is highly probable that UOB would not claim the
Group for losses in respect of the guarantee bonds as it is highly probable that the Group will fulfil the performance requirements
of the relevant contracts.
34. EVENT AFTER THE TRACK RECORD PERIOD
On 17 November 2025, the Board of Directors declared and approved first interim dividend amounted to RM5 million,
which has been settled in full in cash.
35. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company or any of its subsidiaries in respect of any period
subsequent to 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 445 ---
The information set forth in this appendix does not form part of the Accountants’ Report prepared
by BDO Limited, Certified Public Accountants, Hong Kong, the independent reporting accountants of
the Company, as set out in Appendix I to this prospectus, and is included herein for illustrative purposes
only. The unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” to this prospectus and the “Accountants’ Report” set forth in Appendix
I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED COMBINED NET TANGIBLE
ASSETS
The following unaudited pro forma statement of adjusted combined net tangible assets of the
Group attributable to the owners of the Company prepared in accordance with paragraph 7.31 of the
GEM Listing Rules and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial
Information for Inclusion in Investment Circulars” is for illustration purposes only, and is set forth here
to illustrate the effect of the Share Offer on the combined net tangible assets of the Group attributable to
the owners of the Company as at 30 June 2025 as if the Share Offer had taken place on 30 June 2025.
This unaudited pro forma statement of adjusted combined net tangible assets of the Group
attributable to the owners of the Company has been prepared for illustrative purposes only and, because
of its hypothetical nature, it may not give a true picture of the combined net tangible assets of the Group
attributable to the owners of the Company as at 30 June 2025 or at any future dates following the Share
Offer. It is prepared based on the combined net tangible assets of the Group attributable to the owners of
the Company as at 30 June 2025 as set out in the Accountants’ Report on historical financial
information of our Group, the text of which is set out in Appendix I to this prospectus, and adjusted as
described below.
Combined net
tangible assets
attributable to
the owners of
the Company as
at 30 June 2025
Estimated net
proceeds from
the Share Offer
Unaudited pro
forma adjusted
combined net
tangible assets
attributable to
the owners of
the Company
Unaudited pro forma adjusted
combined net tangible assets
attributable to the owners of the
Company per Share
RM’000 RM’000 RM’000 RM HK$
(note 1)
(note 2 &
note 4) (note 3) (note 4)
Based on an Offer Price
of HK$0.6 per Offer
Share 57,001 31,815 88,816 0.18 0.33
Based on an Offer Price
of HK$0.7 per Offer
Share 57,001 38,248 95,249 0.19 0.35
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 446 ---
Notes:
(1) The combined net tangible assets of our Group attributable to the owners of the Company as at 30 June 2025 is
based on the audited combined net assets attributable to owners of the Company as at 30 June 2025, which is
extracted from the Accountants’ Report as set out in Appendix I to this prospectus.
(2) The estimated net proceeds from the Share Offer are based on the issuance of 125,000,000 Offer Shares and the
indicative Offer Price of HK$0.6 and HK$0.7 per Offer Share, being the lower and higher end of the indicative Offer
Price range respectively, after deduction of the estimated underwriting fees and other related expenses paid or
payable by the Company (excluding the listing expenses charged to profit or loss during the Track Record Period),
without taking into account of shares which may be allotted and issued upon the exercise of the Offer Size
Adjustment Option and any options which may be granted under the Share Option Scheme or any Shares which may
be allotted.
(3) The unaudited pro forma adjusted combined net tangible assets per Share is calculated based on 500,000,000 Shares
in issue immediately following the completion of the Share Offer and the Capitalisation Issue, without taking into
account of any Share which may be allotted and issued or repurchased by the Company pursuant to the general
mandates for the allotment and issue or repurchase of Shares referred to in Appendix V to this prospectus.
(4) For the purpose of unaudited pro forma adjusted combined net tangible assets attributable to the owners of the
Company per Share, the amounts in RM are converted into HK$ at the rate of RM0.54 to HK$1, which was the
exchange rate prevailing as at 30 June 2025. No representation is made that the RM amounts have been, could have
been or may be converted to HK$, or vice versa, at that rate.
(5) No adjustment has been made to the unaudited pro forma adjusted combined net tangible assets as at 30 June 2025
to reflect any trading results or other transactions of the Group attributable to the owners of the Company entered
into subsequent to 30 June 2025. Accordingly, the unaudited pro forma combined net tangible assets per Share as
shown on page II-1 have not been adjusted to illustrate the effect of the interim dividend declared (See note 34 to the
Accountants’ Report set out in Appendix I to this prospectus). With such interim dividend declared on 17 November
2025, the unaudited pro forma combined net tangible assets per Share would have been decreased by HK $0.02.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 447 ---
B. REPORT FROM THE REPORTING ACCOUNTANTS ON THE UNAUDITED PRO FORMA
FINANCIAL INFORMATION
The following is the text of a report, prepared for the purpose of inclusion in this prospectus,
received from the reporting accountants of the Company, BDO Limited, Certified Public Accountants,
Hong Kong.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of BBSB International Limited
We have completed our assurance engagement to report on the compilation of unaudited pro forma
financial information of BBSB International Limited (the “ Company ”) and its subsidiaries (collectively
the “ Group ”) by the directors of the Company for illustrative purposes only. The unaudited pro forma
financial information consists of the unaudited pro forma statement of adjusted combined net tangible
assets of the Group as at 30 June 2025 and related notes the (“ Unaudited Pro Forma Financial
Information ”) as set out on pages II-1 to II-2 of Appendix II of the Company’s prospectus dated 31
December 2025 (the “ Prospectus ”) in connection with the proposed initial public offering and placing
of the shares of the Company (the “ Share Offer ”). The applicable criteria on the basis of which the
directors of the Company have compiled the Unaudited Pro Forma Financial Information are described
on pages II-1 to II-2 of Appendix II of the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the directors of the
Company to illustrate the impact of the Share Offer on the Group’s combined financial position as at 30
June 2025 as if the Share Offer had taken place at 30 June 2025. As part of this process, information
about the Group’s combined financial position has been extracted by the directors of the Company from
the Group’s historical financial information for the six months ended 30 June 2025, on which an
accountants’ report set out in Appendix I of the Prospectus has been published.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The directors of the Company are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on
GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and with reference to
Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment
Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the “Code of Ethics for
Professional Accountants” issued by the HKICPA, which is founded on fundamental principles of
integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 448 ---
Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements” issued by the HKICPA, which requires the firm to design, implement and operate a
system of quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 7.31(7) of the GEM Listing
Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not
accept any responsibility for any reports previously given by us on any financial information used in the
compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom
those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting
accountants plan and perform procedures to obtain reasonable assurance about whether the directors of
the Company have compiled the Unaudited Pro Forma Financial Information, in accordance with
paragraph 7.31 of the GEM Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial
Information, nor have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of Unaudited Pro Forma Financial Information included in a prospectus is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the
entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for
purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the
Share Offer at 30 June 2025 would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial
Information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the directors in the compilation of the
Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant
effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence
about whether:
• the related pro forma adjustments give appropriate effect to those criteria; and
• the Unaudited Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 449 ---
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the entity, the event or transaction in respect of
which the Unaudited Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors
of the Company on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.
BDO Limited
Certified Public Accountants
Hong Kong
31 December 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 450 ---
The following is the text of a letter , summary of value and valuation certificate, prepared for the
purpose of incorporation in this prospectus received from CBRE WTW V aluation & Advisory Sdn Bhd,
an independent valuer , in connection with the valuation of the property interest of the Group as at 11
November 2025.
31 December 2025
PRIV ATE & CONFIDENTIAL
BBSB International Limited
71 Fort Street
PO Box 500
George Town
Grand Cayman, KY1-1106
Cayman Islands
Attn: The Board of Directors
Dear Sir,
V ALUATION OF
LOT NO. PT 18226
BANDAR ULU KELANG, DISTRICT OF GOMBAK, SELANGOR
(No. 5, Jalan Tropika Melawati 2, Taman Tropika Melawati, 53100 Hulu Kelang, Selangor)
We refer to the instructions from BBSB International Limited (the “ Company ”, together with its
subsidiaries, the “ Group ”) for us to value the above captioned property (“ Property ”) in accordance
with the the Rules Governing the Listing of Securities on GEM (the “ GEM Listing Rules ”) of The
Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).
In accordance with your instructions for us to value the Property held by the Group located in
Malaysia, we confirm that we have inspected the Property, made relevant enquiries and obtained such
further information as we consider necessary for the purpose of providing you with our opinion on the
market values of such property as at 11 November 2025 (the “ Valuation Date ”).
Valuation Basis, Assumptions and Methodology
The valuation has been prepared in accordance with the GEM Listing Rules (including but not
limited to Chapter 8 of the GEM Listing Rules) issued by the Stock Exchange, the requirements as set
out in the Malaysian V aluation Standards (“ MVS ”) issued by the Board of V aluers, Appraisers, Estate
Agents and Property Managers, Malaysia (“ BOVEAP ”) and other established valuation manuals and
standards such as the International V aluation Standards (“ IVS ”) published by the International
V aluation Standards Council (“ IVSC ”) and the RICS V aluation – Global Standards (the “ Red Book ”)
published by Royal Institution of Chartered Surveyors (“ RICS ”).
APPENDIX III PROPERTY V ALUA TION REPORT
– III-1 –


--- page 451 ---
The basis of the valuation is Market Value which is defined by the MVS and IVS to be “the
estimated amount for which an asset or liability should exchange on the valuation date between a
willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the
parties had each acted knowledgeably, prudently and without compulsion”.
In valuing the Property which is held by the Group for Sale purpose, we have adopted the
Comparison approach since there are adequate and reliable transaction data within the vicinity.
No allowances are made in our valuation for any charges, pledges or amounts owing on the subject
property nor any expense of realisation or for taxation which may be arise in the event of a disposal,
deemed or otherwise. We have considered the subject property as if free and clear of all charges, lien
and all other encumbrances which may be secured thereon. We also assume the subject property is free
of statutory notices and outgoings.
Source of Information
We have been shown copies of various title documents including land title document, Certificate
of Completion and Compliance and official plans relating to the Property and have also made relevant
enquiries. Where applicable, information as to title particulars, site area and tenure are obtained from
private title search carried out at Selangor Registry of Land and Mines, Malaysia. In this connection, we
have also relied on the advice given by the Group and its Malaysia legal adviser, David Lai & Tan (the
“Malaysia Legal Adviser ”). However we have not inspected the original documents to ascertain any
amendments which may not appear on the reproduced copies that were furnished to us.
Dimensions, measurements and areas included in the valuation report are based on the information
provided to us and are therefore only approximations. All information provided is treated as true and
accurate and we accept no responsibility for subsequent changes in information and reserves the right to
change our opinion of value if any other information provided were to materially change.
Title Investigation
We were provided by the Group with copy of document in relation to the title and we have also
conducted land search at the respective land office of the local government authority to verify the
ownership of the subject property. However, we have not inspected the original documents to ascertain
any amendments which may not appear on the reproduced copy that were furnished to us.
APPENDIX III PROPERTY V ALUA TION REPORT
– III-2 –


--- page 452 ---
Site Investigation
We confirm that we have carried out a site inspection on 11 November 2025, by Ms Beh ChienWen
under the supervision of the Qualified V aluer, Sr Heng Kiang Hai, made relevant enquiries and obtained
such further information as we consider necessary for the purpose of providing you with our opinion of
the market value of the property as at the date of inspection.
We have carried out detailed measurements to verify the correctness of the area in respect of the
Subject Property. All documents have been used as reference only and all dimensions, measurements
and area are approximations.
We have inspected both the exterior and interior of the Subject Property. No structural survey has
been undertaken; however, during the course of our inspection, we did not observe any material
structural defects. We are, nevertheless, unable to confirm that the Subject Property is free from rot,
infestation, or any other structural defects. No tests have been carried out on any of the services.
Ms Beh ChienWen is a registered Probationary V aluer who has over 2 years’ experience in the
valuation of properties in Malaysia and currently is the Senior Executive of CBRE WTW V aluation &
Advisory Sdn. Bhd.
Confidentiality and Disclaimers
This letter and V aluation Certificate may only be relied upon by the Company for the purpose of
submission to the Stock Exchange. This confidential document is for the sole use of the Company and
such other persons directly provided with it by us. No liability can be accepted by us for any loss arising
from any unauthorised use or reliance of this document.
Valuation Rationale
In arriving at the market value of the subject property, we have considered relevant general and
economic factors and in particular have investigated recent sales transactions of comparable properties
that have occurred in the Selangor’s property market.
In arriving at the market value of the subject property, we have adopted the Comparison Approach.
The Comparison Approach entails analysing recent transactions and asking prices of similar
property in and around the locality for comparison purposes with adjustments made for differences in
location, accessibility, terrain, size and shape of land, tenure, planning status, title restrictions, if any,
and other relevant characteristics to arrive at the market value.
APPENDIX III PROPERTY V ALUA TION REPORT
– III-3 –


--- page 453 ---
Valuer’s Interest
We affirm that the valuers are authorised under law to practice as valuers and have at least 5 years
continuous experience in valuation and do not have a pecuniary interest that could conflict with the
proper valuation of the subject property.
The key details and valuation of the subject property are detailed in the V aluation Certificate
attached overleaf.
Currency and Exchange Rate
Unless otherwise stated, all monetary amounts indicated herein our valuation denotes Ringgit
Malaysia (“ RM”), which is the official currency of Malaysia. At the date of our valuation, the currency
exchange rate is RM 1.00=HKD 1.87. [Source: Central Bank of Malaysia]
We enclosed herewith a summary of our valuation and our valuation certificate.
Y ours faithfully
for and on behalf of
CBRE WTW Valuation & Advisory Sdn Bhd
(formerly known as C H Williams Talhar & Wong Sdn Bhd)
Sr HENG KIANG HAI
MBA (Real Estate), B.Surv (Hons) Prop.Mgt,
MRICS, FRISM, FPEPS, MMIPFM
Registered V aluer (V -486)
Note: Sr Heng Kiang Hai is a Deputy Group Managing Director of CBRE WTW V aluation & Advisory Sdn Bhd and a Registered
V aluer who has over 32 years’ experience in the valuation of properties in Malaysia.
APPENDIX III PROPERTY V ALUA TION REPORT
– III-4 –


--- page 454 ---
Valuation Certificate
Property Purpose of holding
Interest
attributable to
the Group
Market Value in
existing state as
at 11 November
2025
A unit of two-and-a-half (2 ½)-storey
semi-detached house bearing postal
address No. 5, Jalan Tropika
Melawati 2, Taman Tropika
Melawati, 53100 Hulu Kelang,
Selangor
Sale 100% RM 2,500,000
(1) Details of the Property:
Legal Description: Lot PT 18226, Title No. HSD 81758
Bandar Ulu Kelang, District of Gombak, Selangor
Interest V alued: Leasehold 99 years expiring on 3 December 2114
(Unexpired term of approximately 89 years)
Basis of V aluation: Market V alue
Registered Proprietor : BBSB Holdings Sdn. Bhd.
Provisional Land Area: 297.30 square metres (approximately 3,200 square feet)
Gross Floor Area: 311.88 square metres (approximately 3,357 square feet)
Building Age: Approximately 1.5 years old
Occupation: V acant
Building Condition: Fair
Encumbrances: Nil
Town Planning: Zoned for Residential Use
Brief Description: The subject property is a unit of two-and-a-half (2 ½)-storey semi-detached house bearing
postal address No. 5, Jalan Tropika Melawati 2, Taman Tropika Melawati, 53100 Hulu
Kelang, Selangor. It is sited approximately 15 kilometres by road due north-east of the
Kuala Lumpur City Centre (KLCC).
V aluation Approach: Comparison Approach
APPENDIX III PROPERTY V ALUA TION REPORT
– III-5 –


--- page 455 ---
V alue Consideration: Vide a Sale and Purchase Agreement dated 12 January 2021, the subject property was
transacted at RM2,500,000/−.
We have made reference to relevant sales transaction comparable in the locality and the unit
price of the comparables are in the range from approximately RM745 per sq.ft. to RM843
per sq.ft.. Appropriate adjustments to the unit price have been considered to reflect factors
in difference including size and other factors. In the course of our valuation, we have
adopted a rate of approximately RM745 per sq.ft., which is consistent with the range of
comparable transactions and is thus considered to be fair and reasonable.
Date of Inspection: 11 November 2025
Date of V aluation: 11 November 2025
Market V alue :
(100% Interest)
RM2,500,000/–
(Ringgit Malaysia : Two Million and Five Hundred Thousand Only)
Assumptions, Disclaimers,
Limitations &
Qualifications
This valuation certificate is provided subject to the assumptions, qualifications, limitations
and disclaimers detailed through this certificate which are made in conjunction with those
included within the Limiting Conditions located at the end of this certificate. Reliance on
this certificate and extension of our liability is conditional upon the reader’s
acknowledgement and understanding of these statements. This valuation is for the use only
of the party to whom it is addressed and for no other purpose. No responsibility is accepted
to any third party who may use or rely on the whole or any part if the content of this
valuation. The valuer has no pecuniary interest that would conflict with the proper
valuation of the subject property.
Prepared by: CBRE WTW V aluation & Advisory Sdn Bhd
APPENDIX III PROPERTY V ALUA TION REPORT
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Set out below is a summary of certain provisions of the Memorandum and Articles of Association
of the Company and of certain aspects of Cayman Islands company law.
The Company was incorporated in the Cayman Islands as an exempted company with limited
liability on 30 May 2025 under the Cayman Companies Act. The Company’s constitutional documents
consist of its Memorandum of Association and its Articles of Association.
1. MEMORANDUM OF ASSOCIATION
(a) The Memorandum provides, inter alia , that the liability of members of the Company is
limited and that the objects for which the Company is established are unrestricted (and
therefore include acting as an investment company), and that the Company shall have and be
capable of exercising any and all of the powers at any time or from time to time exercisable
by a natural person or body corporate whether as principal, agent, contractor or otherwise
and, since the Company is an exempted company, that the Company will not trade in the
Cayman Islands with any person, firm or corporation except in furtherance of the business of
the Company carried on outside the Cayman Islands.
(b) By special resolution the Company may alter the Memorandum with respect to any objects,
powers or other matters specified in it.
2. ARTICLES OF ASSOCIATION
The Articles were adopted on 16 December 2025 with effect from the Listing Date. A summary of
certain provisions of the Articles is set out below.
(a) Shares
(i) Classes of shares
The share capital of the Company consists of ordinary shares.
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(ii) V ariation of rights of existing shares or classes of shares
Subject to the Cayman Companies Act, if at any time the share capital of the Company
is divided into different classes of shares, all or any of the special rights attached to any class
of shares may (unless otherwise provided for by the terms of issue of the shares of that class)
be varied, modified or abrogated either with the consent in writing of the holders of not less
than three-fourths in nominal value of the issued shares of that class or with the sanction of a
special resolution passed at a separate general meeting of the holders of the shares of that
class. The provisions of the Articles relating to general meetings shall mutatis mutandis
apply to every such separate general meeting, but so that the necessary quorum (other than at
an adjourned meeting) shall be not less than two persons together holding (or, in the case of a
member being a corporation, by its duly authorized representative) or representing by proxy
not less than one-third in nominal value of the issued shares of that class. Every holder of
shares of the class shall be entitled on a poll to one vote for every such share held by him,
and any holder of shares of the class present in person or by proxy may demand a poll.
Any special rights conferred upon the holders of any shares or class of shares shall not,
unless otherwise expressly provided in the rights attaching to the terms of issue of such
shares, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
(iii) Alteration of capital
The Company may, by an ordinary resolution of its members: (a) increase its share
capital by the creation of new shares of such amount as it thinks expedient; (b) consolidate or
divide all or any of its share capital into shares of larger or smaller amount than its existing
shares; (c) divide its unissued shares into several classes and attach to such shares any
preferential, deferred, qualified or special rights, privileges or conditions; (d) subdivide its
shares or any of them into shares of an amount smaller than that fixed by the Memorandum;
(e) cancel any shares which, at the date of the resolution, have not been taken or agreed to be
taken by any person and diminish the amount of its share capital by the amount of the shares
so cancelled; (f) make provision for the allotment and issue of shares which do not carry any
voting rights; and (g) change the currency of denomination of its share capital.
(iv) Transfer of shares
Subject to the Cayman Companies Act and the requirements of The Stock Exchange of
Hong Kong Limited (the “ Stock Exchange ”), all transfers of shares shall be effected by an
instrument of transfer in the usual or common form or in such other form as the Board may
approve and may be under hand or, if the transferor or transferee is a Clearing House or its
nominee(s), under hand or by machine imprinted signature, or by such other manner of
execution as the Board may approve from time to time.
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Execution of the instrument of transfer shall be by or on behalf of the transferor and the
transferee, provided that the Board may dispense with the execution of the instrument of
transfer by the transferor or transferee or accept mechanically executed transfers. The
transferor shall be deemed to remain the holder of a share until the name of the transferee is
entered in the register of members of the Company in respect of that share.
The Board may, in its absolute discretion, at any time and from time to time remove any
share on the principal register to any branch register or any share on any branch register to
the principal register or any other branch register. Unless the Board otherwise agrees, no
shares on the principal register shall be removed to any branch register nor shall shares on
any branch register be removed to the principal register or any other branch register. All
removals and other documents of title shall be lodged for registration and registered, in the
case of shares on any branch register, at the relevant registration office and, in the case of
shares on the principal register, at the place at which the principal register is located.
The Board may, in its absolute discretion, decline to register a transfer of any share (not
being a fully paid up share) to a person of whom it does not approve or on which the
Company has a lien. It may also decline to register a transfer of any share issued under any
share option scheme upon which a restriction on transfer subsists or a transfer of any share to
more than four joint holders.
The Board may decline to recognise any instrument of transfer unless a certain fee, up
to such maximum sum as the Stock Exchange may determine to be payable, is paid to the
Company, the instrument of transfer is properly stamped (if applicable), is in respect of only
one class of share and is lodged at the relevant registration office or the place at which the
principal register is located accompanied by the relevant share certificate(s) and such other
evidence as the Board may reasonably require is provided to show the right of the transferor
to make the transfer (and if the instrument of transfer is executed by some other person on
his behalf, the authority of that person so to do).
The register of members may, subject to the GEM Listing Rules, be closed at such time
or for such period not exceeding in the whole 30 days in each year as the Board may
determine.
Fully paid shares shall be free from any restriction on transfer (except when permitted
by the Stock Exchange) and shall also be free from all liens.
(v) Power of the Company to purchase its own shares
The Company may purchase its own shares subject to certain restrictions and the Board
may only exercise this power on behalf of the Company subject to any applicable
requirement imposed from time to time by the Articles or any, code, rules or regulations
issued from time to time by the Stock Exchange and/or the Securities and Futures
Commission of Hong Kong.
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(vi) Power of any subsidiary of the Company to own shares in the Company
There are no provisions in the Articles relating to the ownership of shares in the
Company by a subsidiary.
(vii) Calls on shares and forfeiture of shares
The Board may, from time to time, make such calls as it thinks fit upon the members in
respect of any monies unpaid on the shares held by them respectively (whether on account of
the nominal value of the shares or by way of premium) and not by the conditions of allotment
of such shares made payable at fixed times. A call may be made payable either in one sum or
by instalments. If the sum payable in respect of any call or instalment is not paid on or before
the day appointed for payment thereof, the person or persons from whom the sum is due shall
pay interest on the same at such rate not exceeding 20% per annum as the Board shall fix
from the day appointed for payment to the time of actual payment, but the Board may waive
payment of such interest wholly or in part. The Board may, if it thinks fit, receive from any
member willing to advance the same, either in money or money’s worth, all or any part of the
money uncalled and unpaid or instalments payable upon any shares held by him, and in
respect of all or any of the monies so advanced the Company may pay interest at such rate (if
any) not exceeding 20% per annum as the Board may decide.
If a member fails to pay any call or instalment of a call on the day appointed for
payment, the Board may, for so long as any part of the call or instalment remains unpaid,
serve not less than 14 days’ notice on the member requiring payment of so much of the call
or instalment as is unpaid, together with any interest which may have accrued and which may
still accrue up to the date of actual payment. The notice shall name a further day (not earlier
than the expiration of 14 days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall also name the place where payment is to be
made. The notice shall also state that, in the event of non-payment at or before the appointed
time, the shares in respect of which the call was made will be liable to be forfeited.
If the requirements of any such notice are not complied with, any share in respect of
which the notice has been given may at any time thereafter, before the payment required by
the notice has been made, be forfeited by a resolution of the Board to that effect. Such
forfeiture will include all dividends and bonuses declared in respect of the forfeited share
and not actually paid before the forfeiture.
A person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares but shall, nevertheless, remain liable to pay to the Company all monies
which, at the date of forfeiture, were payable by him to the Company in respect of the shares
together with (if the Board shall in its discretion so require) interest thereon from the date of
forfeiture until payment at such rate not exceeding 20% per annum as the Board may
prescribe.
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(b) Directors
(i) Appointment, retirement and removal
At any time or from time to time, the Board shall have the power to appoint any person
as a Director either to fill a casual vacancy on the Board or as an additional Director to the
existing Board subject to any maximum number of Directors, if any, as may be determined by
the members in general meeting. Any Director so appointed to fill a casual vacancy shall
hold office only until the first general meeting of the Company after his appointment and be
subject to re-election at such meeting. Any Director so appointed as an addition to the
existing Board shall hold office only until the first annual general meeting of the Company
after his appointment and be eligible for re-election at such meeting. Any Director so
appointed by the Board shall not be taken into account in determining the Directors or the
number of Directors who are to retire by rotation at an annual general meeting.
At each annual general meeting, one third of the Directors for the time being shall
retire from office by rotation. However, if the number of Directors is not a multiple of three,
then the number nearest to but not less than one third shall be the number of retiring
Directors. The Directors to retire in each year shall be those who have been in office longest
since their last re-election or appointment but, as between persons who became or were last
re-elected Directors on the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by lot.
No person, other than a retiring Director, shall, unless recommended by the Board for
election, be eligible for election to the office of Director at any general meeting, unless
notice in writing of the intention to propose that person for election as a Director and notice
in writing by that person of his willingness to be elected has been lodged at the head office or
at the registration office of the Company. The period for lodgment of such notices shall
commence no earlier than the day after despatch of the notice of the relevant meeting and end
no later than seven days before the date of such meeting and the minimum length of the
period during which such notices may be lodged must be at least seven days.
A Director is not required to hold any shares in the Company by way of qualification
nor is there any specified upper or lower age limit for Directors either for accession to or
retirement from the Board.
A Director may be removed by an ordinary resolution of the members before the
expiration of his term of office (but without prejudice to any claim which such Director may
have for damages for any breach of any contract between him and the Company) and the
Company may by an ordinary resolution appoint another in his place. Any Director so
appointed shall be subject to the “retirement by rotation” provisions. The number of
Directors shall not be less than two.
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The office of a Director shall be vacated if he:
(aa) resigns;
(bb) dies;
(cc) is declared to be of unsound mind and the Board resolves that his office be
vacated;
(dd) becomes bankrupt or has a receiving order made against him or suspends payment
or compounds with his creditors generally;
(ee) is prohibited from being or ceases to be a director by operation of law;
(ff) without special leave, is absent from meetings of the Board for six consecutive
months, and the Board resolves that his office is vacated;
(gg) has been required by the stock exchange of the Relevant Territory (as defined in
the Articles) to cease to be a Director; or
(hh) is removed from office by the requisite majority of the Directors or otherwise
pursuant to the Articles.
From time to time the Board may appoint one or more of its body to be managing
director, joint managing director or deputy managing director or to hold any other
employment or executive office with the Company for such period and upon such terms as
the Board may determine, and the Board may revoke or terminate any of such appointments.
The Board may also delegate any of its powers to committees consisting of such Director(s)
or other person(s) as the Board thinks fit, and from time to time it may also revoke such
delegation or revoke the appointment of and discharge any such committees either wholly or
in part, and either as to persons or purposes, but every committee so formed shall, in the
exercise of the powers so delegated, conform to any regulations that may from time to time
be imposed upon it by the Board.
(ii) Power to allot and issue shares and warrants
Subject to the provisions of the Cayman Companies Act, the Memorandum and Articles
and without prejudice to any special rights conferred on the holders of any shares or class of
shares, any share may be issued with or have attached to it such rights, or such restrictions,
whether with regard to dividend, voting, return of capital or otherwise, as the Company may
by an ordinary resolution determine (or, in the absence of any such determination or so far as
the same may not make specific provision, as the Board may determine). Any share may be
issued on terms that, upon the happening of a specified event or upon a given date and either
at the option of the Company or the holder of the share, it is liable to be redeemed.
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The Board may issue warrants to subscribe for any class of shares or other securities of
the Company on such terms as it may from time to time determine.
Where warrants are issued to bearer, no certificate in respect of such warrants shall be
issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt
that the original certificate has been destroyed and the Company has received an indemnity
in such form as the Board thinks fit with regard to the issue of any such replacement
certificate.
Subject to the provisions of the Cayman Companies Act, the Articles and, where
applicable, the rules of any stock exchange of the Relevant Territory (as defined in the
Articles) and without prejudice to any special rights or restrictions for the time being
attached to any shares or any class of shares, all unissued shares in the Company shall be at
the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of
them to such persons, at such times, for such consideration and on such terms and conditions
as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount.
Neither the Company nor the Board shall be obliged, when making or granting any
allotment of, offer of, option over or disposal of shares, to make, or make available, any such
allotment, offer, option or shares to members or others whose registered addresses are in any
particular territory or territories where, in the absence of a registration statement or other
special formalities, this is or may, in the opinion of the Board, be unlawful or impracticable.
However, no member affected as a result of the foregoing shall be, or be deemed to be, a
separate class of members for any purpose whatsoever.
(iii) Power to dispose of the assets of the Company or any of its subsidiaries
While there are no specific provisions in the Articles relating to the disposal of the
assets of the Company or any of its subsidiaries, the Board may exercise all powers and do
all acts and things which may be exercised or done or approved by the Company and which
are not required by the Articles or the Cayman Companies Act to be exercised or done by the
Company in general meeting, but if such power or act is regulated by the Company in general
meeting, such regulation shall not invalidate any prior act of the Board which would have
been valid if such regulation had not been made.
(iv) Borrowing powers
The Board may exercise all the powers of the Company to raise or borrow money, to
mortgage or charge all or any part of the undertaking, property and uncalled capital of the
Company and, subject to the Cayman Companies Act, to issue debentures, debenture stock,
bonds and other securities of the Company, whether outright or as collateral security for any
debt, liability or obligation of the Company or of any third party.
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(v) Remuneration
The Directors shall be entitled to receive, as ordinary remuneration for their services,
such sums as shall from time to time be determined by the Board or the Company in general
meeting, as the case may be, such sum (unless otherwise directed by the resolution by which
it is determined) to be divided among the Directors in such proportions and in such manner
as they may agree or, failing agreement, either equally or, in the case of any Director holding
office for only a portion of the period in respect of which the remuneration is payable, pro
rata. The Directors shall also be entitled to be repaid all expenses reasonably incurred by
them in attending any Board meetings, committee meetings or general meetings or otherwise
in connection with the discharge of their duties as Directors. Such remuneration shall be in
addition to any other remuneration to which a Director who holds any salaried employment
or office in the Company may be entitled by reason of such employment or office.
Any Director who, at the request of the Company, performs services which in the
opinion of the Board goes beyond the ordinary duties of a Director may be paid such special
or extra remuneration as the Board may determine, in addition to or in substitution for any
ordinary remuneration as a Director. An executive Director appointed to be a managing
director, joint managing director, deputy managing director or other executive officer shall
receive such remuneration and such other benefits and allowances as the Board may from
time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a
Director.
The Board may establish, either on its own or jointly in concurrence or agreement with
subsidiaries of the Company or companies with which the Company is associated in
business, or may make contributions out of the Company’s monies to, any schemes or funds
for providing pensions, sickness or compassionate allowances, life assurance or other
benefits for employees (which expression as used in this and the following paragraph shall
include any Director or former Director who may hold or have held any executive office or
any office of profit with the Company or any of its subsidiaries) and former employees of the
Company and their dependents or any class or classes of such persons.
The Board may also pay, enter into agreements to pay or make grants of revocable or
irrevocable, whether or not subject to any terms or conditions, pensions or other benefits to
employees and former employees and their dependents, or to any of such persons, including
pensions or benefits additional to those, if any, to which such employees or former
employees or their dependents are or may become entitled under any such scheme or fund as
mentioned above. Such pension or benefit may, if deemed desirable by the Board, be granted
to an employee either before and in anticipation of, or upon or at any time after, his actual
retirement.
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(vi) Compensation or payments for loss of office
Payments to any present Director or past Director of any sum by way of compensation
for loss of office or as consideration for or in connection with his retirement from office (not
being a payment to which the Director is contractually or statutorily entitled) must be
approved by the Company in general meeting.
(vii) Loans and provision of security for loans to Directors
The Company shall not directly or indirectly make a loan to a Director or a director of
any holding company of the Company or any of their respective close associates, enter into
any guarantee or provide any security in connection with a loan made by any person to a
Director or a director of any holding company of the Company or any of their respective
close associates, or, if any one or more of the Directors hold(s) (jointly or severally or
directly or indirectly) a controlling interest in another company, make a loan to that other
company or enter into any guarantee or provide any security in connection with a loan made
by any person to that other company.
(viii) Financial assistance to purchase Shares
Subject to the Companies Act, or any other law or so far as not prohibited by any law
and subject to any rights conferred on the holders of any class of Shares, the Company shall
have the power to give, directly or indirectly, by means of a loan, a guarantee, an indemnity,
the provision of security or otherwise howsoever, financial assistance for the purpose of or in
connection with a purchase or other acquisition made or to be made by any person of any
Shares or warrants or other securities in the Company or any company which is a holding
company of the Company.
(ix) Disclosure of interest in contracts with the Company or any of its subsidiaries
With the exception of the office of auditor of the Company, a Director may hold any
other office or place of profit with the Company in conjunction with his office of Director for
such period and upon such terms as the Board may determine, and may be paid such extra
remuneration for that other office or place of profit, in whatever form, in addition to any
remuneration provided for by or pursuant to any other Articles. A Director may be or become
a director, officer or member of any other company in which the Company may be interested,
and shall not be liable to account to the Company or the members for any remuneration or
other benefits received by him as a director, officer or member of such other company. The
Board may also cause the voting power conferred by the shares in any other company held or
owned by the Company to be exercised in such manner in all respects as it thinks fit,
including the exercise in favour of any resolution appointing the Directors or any of them to
be directors or officers of such other company.
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No Director or intended Director shall be disqualified by his office from contracting
with the Company, nor shall any such contract or any other contract or arrangement in which
any Director is in any way interested be liable to be avoided, nor shall any Director so
contracting or being so interested be liable to account to the Company for any profit realised
by any such contract or arrangement by reason only of such Director holding that office or
the fiduciary relationship established by it. A Director who is, in any way, materially
interested in a contract or arrangement or proposed contract or arrangement with the
Company shall declare the nature of his interest at the earliest meeting of the Board at which
he may practically do so.
There is no power to freeze or otherwise impair any of the rights attaching to any share
by reason that the person or persons who are interested directly or indirectly in that share
have failed to disclose their interests to the Company.
A Director shall not vote or be counted in the quorum on any resolution of the Board in
respect of any contract or arrangement or proposal in which he or any of his close
associate(s) has/have a material interest, and if he shall do so his vote shall not be counted
nor shall he be counted in the quorum for that resolution, but this prohibition shall not apply
to any of the following matters:
(aa) the giving of any security or indemnity to the Director or his close associate(s) in
respect of money lent or obligations incurred or undertaken by him or any of them
at the request of or for the benefit of the Company or any of its subsidiaries;
(bb) the giving of any security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which the Director or his
close associate(s) has/have himself/themselves assumed responsibility in whole or
in part whether alone or jointly under a guarantee or indemnity or by the giving of
security;
(cc) any proposal concerning an offer of shares, debentures or other securities of or by
the Company or any other company which the Company may promote or be
interested in for subscription or purchase, where the Director or his close
associate(s) is/are or is/are to be interested as a participant in the underwriting or
sub-underwriting of the offer;
(dd) any proposal or arrangement concerning the benefit of employees of the Company
or any of its subsidiaries, including the adoption, modification or operation of
either: (i) any employees’ share scheme or any share incentive or share option
scheme under which the Director or his close associate(s) may benefit; or (ii) any
of a pension fund or retirement, death or disability benefit scheme which relates
to Directors, their close associates and employees of the Company or any of its
subsidiaries and does not provide in respect of any Director or his close
associate(s) any privilege or advantage not generally accorded to the class of
persons to which such scheme or fund relates; and
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(ee) any contract or arrangement in which the Director or his close associate(s) is/are
interested in the same manner as other holders of shares, debentures or other
securities of the Company by virtue only of his/their interest in those shares,
debentures or other securities.
(x) Proceedings of the Board
The Board may meet anywhere in the world for the despatch of business and may
adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting
shall be determined by a majority of votes. In the case of an equality of votes, the chairman
of the meeting shall have a second or casting vote.
(c) Alterations to the constitutional documents and the Company’s name
To the extent that the same is permissible under Cayman Islands law and subject to the
Articles, the Memorandum and Articles of the Company may only be altered or amended, and the
name of the Company may only be changed, with the sanction of a special resolution of the
Company.
(d) Meetings of member
(i) Special and ordinary resolutions
A special resolution of the Company must be passed by a majority of not less than
three-fourths of the votes cast by such members as, being entitled so to do, vote in person or
by proxy or, in the case of members which are corporations, by their duly authorised
representatives or, where proxies are allowed, by proxy at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been duly given.
Under the Cayman Companies Act, a copy of any special resolution must be forwarded
to the Registrar of Companies in the Cayman Islands within 15 days of being passed.
An “ordinary resolution”, by contrast, is a resolution passed by a simple majority of the
votes of such members of the Company as, being entitled to do so, vote in person or, in the
case of members which are corporations, by their duly authorised representatives or, where
proxies are allowed, by proxy at a general meeting of which notice has been duly given.
A resolution in writing signed by or on behalf of all members shall be treated as an
ordinary resolution duly passed at a general meeting of the Company duly convened and
held, and where relevant as a special resolution so passed.
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(ii) V oting rights and right to demand a poll
Subject to any special rights, restrictions or privileges as to voting for the time being
attached to any class or classes of shares at any general meeting: (a) on a poll every member
present in person or by proxy or, in the case of a member being a corporation, by its duly
authorised representative shall have one vote for every share which is fully paid or credited
as fully paid registered in his name in the register of members of the Company but so that no
amount paid up or credited as paid up on a share in advance of calls or instalments is treated
for this purpose as paid up on the share; and (b) on a show of hands every member who is
present in person (or, in the case of a member being a corporation, by its duly authorised
representative) or by proxy shall have one vote. Where more than one proxy is appointed by a
member which is a Clearing House (as defined in the Articles) or its nominee(s), each such
proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one
vote need not use all his votes or cast all the votes he does use in the same way.
At any general meeting a resolution put to the vote of the meeting is to be decided by
poll save that the chairman of the meeting may, pursuant to the GEM Listing Rules, allow a
resolution to be voted on by a show of hands. Where a show of hands is allowed, before or on
the declaration of the result of the show of hands, a poll may be demanded by (in each case
by members present in person or by proxy or by a duly authorised corporate representative):
(A) at least two members;
(B) any member or members representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the meeting; or
(C) a member or members holding shares in the Company conferring a right to vote at
the meeting on which an aggregate sum has been paid equal to not less than
one-tenth of the total sum paid up on all the shares conferring that right.
Should a Clearing House or its nominee(s) be a member of the Company, such person
or persons may be authorised as it thinks fit to act as its representative(s) at any meeting of
the Company or at any meeting of any class of members of the Company provided that, if
more than one person is so authorised, the authorisation shall specify the number and class of
shares in respect of which each such person is so authorised. A person authorised in
accordance with this provision shall be deemed to have been duly authorised without further
evidence of the facts and be entitled to exercise the same rights and powers on behalf of the
Clearing House or its nominee(s) as if such person were an individual member including the
right to vote and the right to speak.
Where the Company has knowledge that any member is, under the GEM Listing Rules,
required to abstain from voting on any particular resolution or restricted to voting only for or
only against any particular resolution, any votes cast by or on behalf of such member in
contravention of such requirement or restriction shall not be counted.
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(iii) Annual general meetings
The Company must hold an annual general meeting each financial year other than the
financial year of the Company’s adoption of the Articles. Such annual general meeting must
be held within six (6) months after the end of the Company’s financial year (unless a longer
period would not infringe the GEM Listing Rules, if any) and shall be held in the Relevant
Territory or elsewhere as may be determined by the Board and at such time and place as the
Board shall appoint.
(iv) Requisition of general meetings
Extraordinary general meetings may be convened on the requisition of one or more
members holding, at the date of deposit of the requisition, not less than one tenth of the paid
up capital of the Company having the right of voting at general meetings. Such requisition
shall be made in writing to the Board or the secretary of the Company for the purpose of
requiring an extraordinary general meeting to be called by the Board for the transaction of
any business specified in such requisition. Such meeting shall be held within two months
after the deposit of such requisition. If within 21 days of such deposit, the Board fails to
proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the
same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the
failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
(v) Notices of meetings and business to be conducted
An annual general meeting of the Company shall be called by at least 21 days’ notice in
writing, and any other general meeting of the Company shall be called by at least 14 days’
notice in writing. The notice for any general meeting shall specify: (a) the time and date of
the meeting; (b) save for an electronic meeting, the place of the meeting and if there is more
than one meeting location as determined by the Board pursuant to the Articles, the principal
place of the meeting and the other place(s) of the meeting; (c) if the general meeting is to be
a hybrid meeting or an electronic meeting, a statement to that effect and with details of the
electronic facilities for attendance and participation by electronic means at the meeting or
when and how such details will be made available by the Company prior to the meeting; (d)
the agenda of the meeting and particulars of resolutions to be considered at the meeting; and
(e) in case of special business, the general nature of that business. The notice for every
general meeting shall be exclusive of the day on which it is served or deemed to be served
and of the day for which it is given.
Except where otherwise expressly stated, any notice or document (including a share
certificate) to be given or issued under the Articles shall be in writing, and may be served by
the Company on any member personally, by post to such member’s registered address or (in
the case of a notice) by advertisement in the newspapers. Any member whose registered
address is outside Hong Kong may notify the Company in writing of an address in Hong
Kong which shall be deemed to be his registered address for this purpose. Subject to the
Companies Act and the GEM Listing Rules, a notice or document may also be served or
delivered by the Company to any Shareholder by electronic means to such address as may
from time to time be supplied by the Shareholder concerned or by publishing it on the
Company’s website and the website of the HK Stock Exchange.
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Although a meeting of the Company may be called by shorter notice than as specified
above, such meeting may be deemed to have been duly called if it is so agreed:
(i) in the case of an annual general meeting, by all members of the Company entitled
to attend and vote thereat; and
(ii) in the case of any other meeting, by a majority in number of the members having a
right to attend and vote at the meeting holding not less than 95% of the total
voting rights in the Company.
All business transacted at an extraordinary general meeting shall be deemed special
business. All business shall also be deemed special business where it is transacted at an
annual general meeting, with the exception of certain routine matters which shall be deemed
ordinary business.
(vi) Quorum for meetings and separate class meetings
No business shall be transacted at any general meeting unless a quorum is present when
the meeting proceeds to business, and continues to be present until the conclusion of the
meeting.
The quorum for a general meeting shall be two members present in person (or in the
case of a member being a corporation, by its duly authorised representative) or by proxy and
entitled to vote. In respect of a separate class meeting (other than an adjourned meeting)
convened to sanction the modification of class rights the necessary quorum shall be two
persons holding or representing by proxy not less than one-third in nominal value of the
issued shares of that class.
(vii) Proxies
Any member of the Company entitled to attend and vote at a meeting of the Company is
entitled to appoint another person as his proxy to attend and vote instead of him. A member
who is the holder of two or more shares may appoint more than one proxy to represent him
and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy
need not be a member of the Company and shall be entitled to exercise the same powers on
behalf of a member who is an individual and for whom he acts as proxy as such member
could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of
a member which is a corporation and for which he acts as proxy as such member could
exercise if it were an individual member. On a poll or on a show of hands, votes may be given
either personally (or, in the case of a member being a corporation, by its duly authorized
representative) or by proxy.
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The instrument appointing a proxy shall be in writing under the hand of the appointor
or of his attorney duly authorised in writing, or if the appointor is a corporation, either under
seal or under the hand of a duly authorised officer or attorney. Every instrument of proxy,
whether for a specified meeting or otherwise, shall be in such form as the Board may from
time to time approve, provided that it shall not preclude the use of the two-way form. Any
form issued to a member for appointing a proxy to attend and vote at an extraordinary
general meeting or at an annual general meeting at which any business is to be transacted
shall be such as to enable the member, according to his intentions, to instruct the proxy to
vote in favour of or against (or, in default of instructions, to exercise his discretion in respect
of) each resolution dealing with any such business.
(viii) Right to Speak
All members have the right to (a) speak at a general meeting; and (b) vote at a general
meeting except where a member is required, by the GEM Listing Rules, to abstain from
voting to approve the matter under consideration.
(e) Accounts and audit
The Board shall cause proper books of account to be kept of the sums of money received and
expended by the Company, and of the assets and liabilities of the Company and of all other matters
required by the Cayman Companies Act (which include all sales and purchases of goods by the
company) necessary to give a true and fair view of the state of the Company’s affairs and to show
and explain its transactions.
The books of accounts of the Company shall be kept at the head office of the Company or at
such other place or places as the Board decides and shall always be open to inspection by any
Director. No member (other than a Director) shall have any right to inspect any account, book or
document of the Company except as conferred by the Cayman Companies Act or ordered by a
court of competent jurisdiction or authorised by the Board or the Company in general meeting.
The Board shall from time to time cause to be prepared and laid before the Company at its
annual general meeting balance sheets and profit and loss accounts (including every document
required by law to be annexed thereto), together with a copy of the Directors’ report and a copy of
the auditors’ report, not less than 21 days before the date of the annual general meeting. Copies of
these documents shall be sent to every person entitled to receive notices of general meetings of the
Company under the provisions of the Articles together with the notice of annual general meeting,
not less than 21 days before the date of the meeting.
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Subject to the rules of the stock exchange of the Relevant Territory (as defined in the
Articles), the Company may send summarized financial statements to members who have, in
accordance with the rules of the stock exchange of the Relevant Territory, consented and elected to
receive summarized financial statements instead of the full financial statements. The summarized
financial statements must be accompanied by any other documents as may be required under the
rules of the stock exchange of the Relevant Territory, and must be sent to those members that have
consented and elected to receive the summarised financial statements not less than 21 days before
the general meeting.
The members may by an ordinary resolution appoint auditor(s) to hold office until the
conclusion of the next annual general meeting on such terms and with such duties as may be
agreed with the Board. The auditors’ remuneration shall be fixed by the members in a general
meeting by an ordinary resolution in such manner as the members may determine.
The members may, at a general meeting remove the auditor(s) by an ordinary resolution at
any time before the expiration of the term of office of the auditor(s) and shall, by an ordinary
resolution, at that meeting appoint new auditor(s) in place of the removed auditor(s) for the
remainder of the term.
The auditors shall audit the financial statements of the Company in accordance with
generally accepted accounting principles of Hong Kong, the International Accounting Standards or
such other standards as may be permitted by the Stock Exchange.
(f) Dividends and other methods of distribution
The Company in general meeting may declare dividends in any currency to be paid to the
members but no dividend shall be declared in excess of the amount recommended by the Board.
Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise
provide:
(i) all dividends shall be declared and paid according to the amounts paid up on the shares
in respect of which the dividend is paid, although no amount paid up on a share in
advance of calls shall for this purpose be treated as paid up on the share;
(ii) all dividends shall be apportioned and paid pro rata in accordance with the amount paid
up on the shares during any portion(s) of the period in respect of which the dividend is
paid; and
(iii) the Board may deduct from any dividend or other monies payable to any member all
sums of money (if any) presently payable by him to the Company on account of calls,
instalments or otherwise.
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Where the Board or the Company in general meeting has resolved that a dividend
should be paid or declared, the Board may resolve:
(aa) that such dividend be satisfied wholly or in part in the form of an allotment of
shares credited as fully paid up, provided that the members entitled to such
dividend will be entitled to elect to receive such dividend (or part thereof) in cash
in lieu of such allotment; or
(bb) that the members entitled to such dividend will be entitled to elect to receive an
allotment of shares credited as fully paid up in lieu of the whole or such part of
the dividend as the Board may think fit.
Upon the recommendation of the Board, the Company may by an ordinary resolution in
respect of any one particular dividend of the Company determine that it may be satisfied wholly in
the form of an allotment of shares credited as fully paid up without offering any right to members
to elect to receive such dividend in cash in lieu of such allotment.
Any dividend, bonus or other sum payable in cash to the holder of shares may be paid by
cheque or warrant sent through the post. Every such cheque or warrant shall be made payable to
the order of the person to whom it is sent and shall be sent at the holder’s or joint holders’ risk and
payment of the cheque or warrant by the bank on which it is drawn shall constitute a good
discharge to the Company. Any one of two or more joint holders may give effectual receipts for
any dividends or other monies payable or property distributable in respect of the shares held by
such joint holders.
Whenever the Board or the Company in general meeting has resolved that a dividend be paid
or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the
distribution of specific assets of any kind.
The Board may, if it thinks fit, receive from any member willing to advance the same, and
either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments
payable upon any shares held by him, and in respect of all or any of the monies so advanced may
pay interest at such rate (if any) not exceeding 20% per annum, as the Board may decide, but a
payment in advance of a call shall not entitle the member to receive any dividend or to exercise
any other rights or privileges as a member in respect of the share or the due portion of the shares
upon which payment has been advanced by such member before it is called up.
All dividends, bonuses or other distributions unclaimed for one year after having been
declared may be invested or otherwise used by the Board for the benefit of the Company until
claimed and the Company shall not be constituted a trustee in respect thereof. All dividends,
bonuses or other distributions unclaimed for six years after having been declared may be forfeited
by the Board and, upon such forfeiture, shall revert to the Company.
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No dividend or other monies payable by the Company on or in respect of any share shall bear
interest against the Company.
The Company may exercise the power to cease sending cheques for dividend entitlements or
dividend warrants by post if such cheques or warrants remain uncashed on two consecutive
occasions or after the first occasion on which such a cheque or warrant is returned undelivered.
(g) Inspection of corporate records
For so long as any part of the share capital of the Company is listed on the Stock Exchange,
any member may inspect any register of members of the Company maintained in Hong Kong
(except when the register of members is closed) without charge and require the provision to him of
copies or extracts of such register in all respects as if the Company were incorporated under and
were subject to the Hong Kong Companies Ordinance.
(h) Rights of minorities in relation to fraud or oppression
There are no provisions in the Articles concerning the rights of minority members in relation
to fraud or oppression. However, certain remedies may be available to members of the Company
under Cayman Islands law, as summarized in paragraph 3(f) of this Appendix.
(i) Procedures on liquidation
A resolution that the Company be wound up by the court or be wound up voluntarily shall be
a special resolution.
Subject to any special rights, privileges or restrictions as to the distribution of available
surplus assets on liquidation for the time being attached to any class or classes of shares:
(i) if the Company is wound up, the surplus assets remaining after payment to all creditors
shall be divided among the members in proportion to the capital paid up on the shares
held by them respectively; and
(ii) if the Company is wound up and the surplus assets available for distribution among the
members are insufficient to repay the whole of the paid-up capital, such assets shall be
distributed, subject to the rights of any shares which may be issued on special terms
and conditions, so that, as nearly as may be, the losses shall be borne by the members in
proportion to the capital paid up on the shares held by them, respectively.
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If the Company is wound up (whether the liquidation is voluntary or compelled by the court),
the liquidator may, with the sanction of a special resolution and any other sanction required by the
Cayman Companies Act, divide among the members in specie or kind the whole or any part of the
assets of the Company, whether the assets consist of property of one kind or different kinds, and
the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or
classes of property to be so divided and may determine how such division shall be carried out as
between the members or different classes of members and the members within each class. The
liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for
the benefit of members as the liquidator thinks fit, but so that no member shall be compelled to
accept any shares or other property upon which there is a liability.
(j) Subscription rights reserve
Provided that it is not prohibited by and is otherwise in compliance with the Cayman
Companies Act, if warrants to subscribe for shares have been issued by the Company and the
Company does any act or engages in any transaction which would result in the subscription price
of such warrants being reduced below the par value of the shares to be issued on the exercise of
such warrants, a subscription rights reserve shall be established and applied in paying up the
difference between the subscription price and the par value of such shares.
3. CA YMAN ISLANDS COMPANY LA W
The Company was incorporated in the Cayman Islands as an exempted company on 30 May 2025
subject to the Cayman Companies Act. Certain provisions of Cayman Islands company law are set out
below but this section does not purport to contain all applicable qualifications and exceptions or to be a
complete review of all matters of the Cayman Companies Act and taxation, which may differ from
equivalent provisions in jurisdictions with which interested parties may be more familiar.
(a) Company operations
An exempted company such as the Company must conduct its operations mainly outside the
Cayman Islands. An exempted company is also required to file an annual return each year with the
Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its
authorised share capital.
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(b) Share capital
Under the Cayman Companies Act, a Cayman Islands company may issue ordinary,
preference or redeemable shares or any combination thereof. Where a company issues shares at a
premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the
premiums on those shares shall be transferred to an account, to be called the “share premium
account”. At the option of a company, these provisions may not apply to premiums on shares of
that company allotted pursuant to any arrangements in consideration of the acquisition or
cancellation of shares in any other company and issued at a premium. The share premium account
may be applied by the company subject to the provisions, if any, of its memorandum and articles
of association, in such manner as the company may from time to time determine including, but
without limitation, the following:
(i) paying distributions or dividends to members;
(ii) paying up unissued shares of the company to be issued to members as fully paid bonus
shares;
(iii) any manner provided in section 37 of the Cayman Companies Act;
(iv) writing-off the preliminary expenses of the company; and
(v) writing-off the expenses of, or the commission paid or discount allowed on, any issue
of shares or debentures of the company.
Notwithstanding the foregoing, no distribution or dividend may be paid to members out of
the share premium account unless, immediately following the date on which the distribution or
dividend is proposed to be paid, the company will be able to pay its debts as they fall due in the
ordinary course of business.
Subject to confirmation by the court
1, a company limited by shares or a company limited by
guarantee and having a share capital may, if authorised to do so by its articles of association, by
special resolution reduce its share capital in any way.
(c) Financial assistance to purchase shares of a company or its holding company
There are no statutory prohibitions in the Cayman Islands on the granting of financial
assistance by a company to another person for the purchase of, or subscription for, its own, its
holding company’s or a subsidiary’s shares. Therefore, a company may provide financial
assistance provided the directors of the company, when proposing to grant such financial
assistance, discharge their duties of care and act in good faith, for a proper purpose and in the
interests of the company. Such assistance should be on an arm’s-length basis.
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(d) Purchase of shares and warrants by a company and its subsidiaries
A company limited by shares or a company limited by guarantee and having a share capital
may, if so authorised by its articles of association, issue shares which are to be redeemed or are
liable to be redeemed at the option of the company or a member and, for the avoidance of doubt, it
shall be lawful for the rights attaching to any shares to be varied, subject to the provisions of the
company’s articles of association, so as to provide that such shares are to be or are liable to be so
redeemed. In addition, such a company may, if authorised to do so by its articles of association,
purchase its own shares, including any redeemable shares; an ordinary resolution of the company
approving the manner and terms of the purchase will be required if the articles of association do
not authorise the manner and terms of such purchase. A company may not redeem or purchase its
shares unless they are fully paid. Furthermore, a company may not redeem or purchase any of its
shares if, as a result of the redemption or purchase, there would no longer be any issued shares of
the company other than shares held as treasury shares. In addition, a payment out of capital by a
company for the redemption or purchase of its own shares is not lawful unless, immediately
following the date on which the payment is proposed to be made, the company shall be able to pay
its debts as they fall due in the ordinary course of business.
Shares that have been purchased or redeemed by a company or surrendered to the company
shall not be treated as cancelled but shall be classified as treasury shares if held in compliance
with the requirements of Section 37A(1) of the Cayman Companies Act. Any such shares shall
continue to be classified as treasury shares until such shares are either cancelled or transferred
pursuant to the Cayman Companies Act.
A Cayman Islands company may be able to purchase its own warrants subject to and in
accordance with the terms and conditions of the relevant warrant instrument or certificate. Thus
there is no requirement under Cayman Islands law that a company’s memorandum or articles of
association contain a specific provision enabling such purchases. The directors of a company may
under the general power contained in its memorandum of association be able to buy, sell and deal
in personal property of all kinds.
A subsidiary may hold shares in its holding company and, in certain circumstances, may
acquire such shares.
(e) Dividends and distributions
Subject to a solvency test, as prescribed in the Cayman Companies Act, and the provisions, if
any, of the company’s memorandum and articles of association, a company may pay dividends and
distributions out of its share premium account. In addition, based upon English case law which is
likely to be persuasive in the Cayman Islands, dividends may be paid out of profits.
For so long as a company holds treasury shares, no dividend may be declared or paid, and no
other distribution (whether in cash or otherwise) of the company’s assets (including any
distribution of assets to members on a winding up) may be made, in respect of a treasury share.
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(f) Protection of minorities and shareholders’ suits
It can be expected that the Cayman Islands courts will ordinarily follow English case law
precedents (particularly the rule in the case of Foss v. Harbottle and the exceptions to that rule)
which permit a minority member to commence a representative action against or derivative actions
in the name of the company to challenge acts which are ultra vires, illegal, fraudulent (and
performed by those in control of the Company) against the minority, or represent an irregularity in
the passing of a resolution which requires a qualified (or special) majority which has not been
obtained.
Where a company (not being a bank) is one which has a share capital divided into shares, the
court may, on the application of members holding not less than one-fifth of the shares of the
company in issue, appoint an inspector to examine the affairs of the company and, at the direction
of the court, to report on such affairs. In addition, any member of a company may petition the
court, which may make a winding up order if the court is of the opinion that it is just and equitable
that the company should be wound up.
In general, claims against a company by its members must be based on the general laws of
contract or tort applicable in the Cayman Islands or be based on potential violation of their
individual rights as members as established by a company’s memorandum and articles of
association.
(g) Disposal of assets
There are no specific restrictions on the power of directors to dispose of assets of a company,
however, the directors are expected to exercise certain duties of care, diligence and skill to the
standard that a reasonably prudent person would exercise in comparable circumstances, in addition
to fiduciary duties to act in good faith, for proper purpose and in the best interests of the company
under English common law (which the Cayman Islands courts will ordinarily follow).
(h) Accounting and auditing requirements
A company must cause proper records of accounts to be kept with respect to: (i) all sums of
money received and expended by it; (ii) all sales and purchases of goods by it and (iii) its assets
and liabilities.
Proper books of account shall not be deemed to be kept if there are not kept such books as
are necessary to give a true and fair view of the state of the company’s affairs and to explain its
transactions.
If a company keeps its books of account at any place other than at its registered office or any
other place within the Cayman Islands, it shall, upon service of an order or notice by the Tax
Information Authority pursuant to the Tax Information Authority Act (2013 Revision) of the
Cayman Islands, make available, in electronic form or any other medium, at its registered office
copies of its books of account, or any part or parts thereof, as are specified in such order or notice.
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(i) Exchange control
There are no exchange control regulations or currency restrictions in effect in the Cayman
Islands.
(j) Taxation
Pursuant to section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, the
Company has obtained an undertaking from the Financial Secretary that:
(i) no law which is enacted in the Cayman Islands imposing any tax to be levied on profits
or income or gains or appreciations shall apply to the Company or its operations; and
(ii) no tax be levied on profits, income gains or appreciations or which is in the nature of
estate duty or inheritance tax shall be payable by the Company:
(aa) on or in respect of the shares, debentures or other obligations of the Company; or
(bb) by way of the withholding in whole or in part of any relevant payment as defined
in section 6(3) of the Tax Concessions Act (2018 Revision).
The undertaking for the Company is for a period of 30 years from 13 June 2025.
The Cayman Islands currently levy no taxes on individuals or corporations based upon
profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or
estate duty. There are no other taxes likely to be material to the Company levied by the
Government of the Cayman Islands save for certain stamp duties which may be applicable, from
time to time, on certain instruments.
(k) Stamp duty on transfers
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies save for those which hold interests in land in the Cayman Islands.
(l) Loans to directors
There is no express provision prohibiting the making of loans by a company to any of its
directors. However, the company’s articles of association may provide for the prohibition of such
loans under specific circumstances.
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(m) Inspection of corporate records
The members of a company have no general right to inspect or obtain copies of the register of
members or corporate records of the company. They will, however, have such rights as may be set
out in the company’s articles of association.
(n) Register of members
A Cayman Islands exempted company may maintain its principal register of members and
any branch registers in any country or territory, whether within or outside the Cayman Islands, as
the company may determine from time to time. There is no requirement for an exempted company
to make any returns of members to the Registrar of Companies in the Cayman Islands. The names
and addresses of the members are, accordingly, not a matter of public record and are not available
for public inspection. However, an exempted company shall make available at its registered office,
in electronic form or any other medium, such register of members, including any branch register of
member, as may be required of it upon service of an order or notice by the Tax Information
Authority pursuant to the Tax Information Authority Act (2013 Revision) of the Cayman Islands.
(o) Register of Directors and officers
Pursuant to the Cayman Companies Act, the Company is required to maintain at its registered
office a register of directors, alternate directors and officers which is not available for inspection
by the public. A copy of such register must be filed with the Registrar of Companies in the
Cayman Islands and any change must be notified to the Registrar within 30 days of any change in
such directors or officers, including a change of the name of such directors or officers.
(p) Beneficial Ownership Register
An exempted company is required to maintain a beneficial ownership register at its registered
office that records details of the persons who ultimately own or control, directly or indirectly,
more than 25.0% of the equity interests or voting rights of the company or have rights to appoint
or remove a majority of the directors of the company. The beneficial ownership register is not a
public document and is only accessible by a designated competent authority of the Cayman
Islands. Such requirement does not, however, apply to an exempted company with its shares listed
on an approved stock exchange, which includes the Stock Exchange. Accordingly, for so long as
the shares of the Company are listed on the Stock Exchange, the Company is not required to
maintain a beneficial ownership register.
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(q) Winding up
A Cayman Islands company may be wound up by: (i) an order of the court; (ii) voluntarily by
its members; or (iii) under the supervision of the court.
The court has authority to order winding up in a number of specified circumstances including
where, in the opinion of the court, it is just and equitable that such company be so wound up.
A voluntary winding up of a company (other than a limited duration company, for which
specific rules apply) occurs where the company resolves by special resolution that it be wound up
voluntarily or where the company in general meeting resolves that it be wound up voluntarily
because it is unable to pay its debt as they fall due. In the case of a voluntary winding up, the
company is obliged to cease to carry on its business from the commencement of its winding up
except so far as it may be beneficial for its winding up. Upon appointment of a voluntary
liquidator, all the powers of the directors cease, except so far as the company in general meeting or
the liquidator sanctions their continuance.
In the case of a members’ voluntary winding up of a company, one or more liquidators are
appointed for the purpose of winding up the affairs of the company and distributing its assets.
As soon as the affairs of a company are fully wound up, the liquidator must make a report
and an account of the winding up, showing how the winding up has been conducted and the
property of the company disposed of, and call a general meeting of the company for the purposes
of laying before it the account and giving an explanation of that account.
When a resolution has been passed by a company to wind up voluntarily, the liquidator or
any contributory or creditor may apply to the court for an order for the continuation of the winding
up under the supervision of the court, on the grounds that: (i) the company is or is likely to become
insolvent; or (ii) the supervision of the court will facilitate a more effective, economic or
expeditious liquidation of the company in the interests of the contributories and creditors. A
supervision order takes effect for all purposes as if it was an order that the company be wound up
by the court except that a commenced voluntary winding up and the prior actions of the voluntary
liquidator shall be valid and binding upon the company and its official liquidator.
For the purpose of conducting the proceedings in winding up a company and assisting the
court, one or more persons may be appointed to be called an official liquidator(s).The court may
appoint to such office such person or persons, either provisionally or otherwise, as it thinks fit,
and if more than one person is appointed to such office, the court shall declare whether any act
required or authorized to be done by the official liquidator is to be done by all or any one or more
of such persons. The court may also determine whether any and what security is to be given by an
official liquidator on his appointment; if no official liquidator is appointed, or during any vacancy
in such office, all the property of the company shall be in the custody of the court.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY
AND CA YMAN ISLANDS COMPANY LA W
– IV -25 –


--- page 481 ---
(r) Reconstructions
Reconstructions and amalgamations may be approved by a majority in number representing
75% in value of the members or creditors, depending on the circumstances, as are present at a
meeting called for such purpose and thereafter sanctioned by the courts. Whilst a dissenting
member has the right to express to the court his view that the transaction for which approval is
being sought would not provide the members with a fair value for their shares, the courts are
unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or
bad faith on behalf of management, and if the transaction were approved and consummated the
dissenting member would have no rights comparable to the appraisal rights (i.e. the right to
receive payment in cash for the judicially determined value of their shares) ordinarily available,
for example, to dissenting members of a United States corporation.
(s) Take-overs
Where an offer is made by a company for the shares of another company and, within four
months of the offer, the holders of not less than 90% of the shares which are the subject of the
offer accept, the offeror may, at any time within two months after the expiration of that four-month
period, by notice require the dissenting members to transfer their shares on the terms of the offer.
A dissenting member may apply to the Cayman Islands courts within one month of the notice
objecting to the transfer. The burden is on the dissenting member to show that the court should
exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or bad faith
or collusion as between the offeror and the holders of the shares who have accepted the offer as a
means of unfairly forcing out minority members.
(t) Indemnification
Cayman Islands law does not limit the extent to which a company’s articles of association
may provide for indemnification of officers and directors, save to the extent any such provision
may be held by the court to be contrary to public policy, for example, where a provision purports
to provide indemnification against the consequences of committing a crime.
(u) Economic Substance Requirements
Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the
Cayman Islands (“ ES Act ”) that came into force on 1 January 2019, a “relevant entity” is required
to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an
exempted company incorporated in the Cayman Islands as is the Company; however, it does not
include an entity that is tax resident outside the Cayman Islands. Accordingly, for so long as the
Company is a tax resident outside the Cayman Islands, including in Hong Kong, it is not required
to satisfy the economic substance test set out in the ES Act.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY
AND CA YMAN ISLANDS COMPANY LA W
– IV -26 –


--- page 482 ---
4. GENERAL
Appleby, the Company’s legal adviser on Cayman Islands law, has sent to the Company a letter of
advice which summarises certain aspects of the Cayman Islands company law. This letter, together with
a copy of the Cayman Companies Act, is available on display as referred to in the paragraph headed
“Documents Available on Display” in Appendix VI to this prospectus. Any person wishing to have a
detailed summary of Cayman Islands company law or advice on the differences between it and the laws
of any jurisdiction with which he is more familiar is recommended to seek independent legal advice.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY
AND CA YMAN ISLANDS COMPANY LA W
– IV -27 –


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A. FURTHER INFORMATION ABOUT OUR COMPANY
1. Incorporation
Our Company was incorporated in the Cayman Islands under the Companies Act as an exempted
company with limited liability on 30 May 2025. Our Company has established a principal place of
business in Hong Kong at Room 1916, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong
Kong and was registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies
Ordinance on 30 June 2025. In connection with such registration, Ms. Lee Mei Yi and Ms. Siow Y uet
Chew Grace have been appointed as authorised representatives of our Company for the acceptance of
service of process and notices on behalf of our Company in Hong Kong.
As our Company is incorporated in the Cayman Islands, it is subject to the Companies Act and its
constitution documents comprising the Memorandum of Association and the Articles of Association. A
summary of various parts of the constitution documents and relevant aspects of the Companies Act is set
out in Appendix IV to this prospectus.
2. Changes in authorised and issued share capital of our Company
(a) As at the date of incorporation, our Company had an authorised share capital of HK$380,000
divided into 38,000,000 Shares with a par value of HK$0.01 each, of which one Share was
allotted and issued as fully paid to an initial subscriber on the same date. The initial
subscriber subsequently transferred the one subscriber’s Share at par to BBSB Overseas on
the same date.
(b) Pursuant to the written resolutions of our sole Shareholder passed on 16 December 2025, the
authorised share capital of our Company was increased from HK$380,000 divided into
38,000,000 Shares to HK$10,000,000 divided into 1,000,000,000 Shares, by the creation of
an additional 962,000,000 Shares.
(c) Immediately following the completion of the Capitalisation Issue and the Share Offer
(without taking into account any Shares which may be allotted and issued upon the exercise
of the Offer Size Adjustment Option or any options which may be granted under the Share
Option Scheme), 500,000,000 Shares will be allotted and issued, all fully paid or credited as
fully paid, and 500,000,000 Shares will remain unissued.
(d) Other than Shares which may be issued pursuant to the exercise of any options that may be
granted under the Share Option Scheme, or the exercise of the general mandate referred to in
“A. Further information about our Company – 3. Written resolutions of our sole Shareholder”
in this Appendix, our Directors have no present intention to issue any part of the authorised
but unissued share capital of our Company, and without the prior approval of our
Shareholders in general meeting, no issue of Shares will be made which would effectively
alter the control of our Company.
(e) Save as disclosed above, there has been no alteration in the share capital of our Company
since its incorporation.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 484 ---
3. Written resolutions of our sole Shareholder
Pursuant to the written resolutions of our sole Shareholder passed on 16 December 2025, among
other things:
(a) the authorised share capital of our Company was increased from HK$380,000 divided into
38,000,000 Shares to HK$10,000,000 divided into 1,000,000,000 Shares by the creation of
an additional 962,000,000 Shares;
(b) subject to the conditions set forth in the sub-section headed “Structure and Conditions of the
Share Offer – Conditions of the Share Offer” in this prospectus being fulfilled or waived (if
applicable):
(i) the Share Offer and the Offer Size Adjustment Option were approved and our Directors
or any committee of the Board were authorised to (aa) allot and issue the Offer Shares
to rank pari passu with the then existing Shares in all respects; (bb) implement the
Share Offer and the Listing; and (cc) do all things and execute all documents in
connection with or incidental to the Share Offer and the Listing with such amendments
or modifications (if any) as our Directors may consider necessary or appropriate;
(ii) conditional on the share premium account of our Company being credited as a result of
the issue of the Offer Shares pursuant to the Share Offer, our Directors were authorised
to capitalise HK$3,749,999.99 standing to the credit of the share premium account of
our Company and apply such sum to pay up in full at par a total of 374,999,999 Shares
for allotment and issue to the holders of Shares on the register of members of our
Company at the close of business on 12 January 2026 (or as they may direct) in
proportion to their respective shareholdings (save that no Shareholder shall be entitled
to be allotted or issued any fraction of a Share), and the Shares to be allotted and issued
pursuant to this resolution shall rank pari passu in all respects with the existing issued
Shares (other than the right to participate in the Capitalisation Issue), and our Directors
were authorised to give effect to such capitalisation;
(iii) the rules of the Share Option Scheme, the principal terms of which are set out in the
sub-section headed “D. Share Option Scheme” in this Appendix, were approved and
adopted and our Directors or any committee of the Board were authorised, subject to
the terms and conditions of the Share Option Scheme, to implement the Share Option
Scheme, to grant options to subscribe for Shares thereunder and to allot, issue and deal
with the Shares pursuant to the exercise of options that may be granted under the Share
Option Scheme and to take all such steps as may be necessary, desirable or expedient to
implement the Share Option Scheme;
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
–V - 2–


--- page 485 ---
(iv) a general unconditional mandate was given to our Directors to exercise all the powers
of our Company to allot, issue and deal with, otherwise than by way of rights issues or
an issue of Shares upon the exercise of any subscription rights attached to any warrants
of our Company or the exercise of the Offer Size Adjustment Option or pursuant to the
exercise of any options that may be granted under the Share Option Scheme or under
any other share scheme or similar arrangement for the time being adopted for the grant
or issue to officers and/or employees of our Company and/or any of our subsidiaries of
shares or rights to acquire shares or any scrip dividend schemes or similar arrangements
providing for the allotment and issue of shares of our Company in lieu of the whole or
part of a dividend on Shares in accordance with the Articles of Association or a specific
authority granted by our Shareholders in general meeting, such number of Shares not
exceeding (1) 20% of the aggregate number of our issued Shares (excluding treasury
shares) as enlarged by the Capitalisation Issue and the Share Offer (without taking into
account any Shares which may be allotted and issued upon the exercise of the Offer
Size Adjustment Option or any options which may be granted under the Share Option
Scheme); and (2) the aggregate number of our issued Shares repurchased under the
Repurchase Mandate as defined in paragraph (v) below. Such mandate shall remain in
effect until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of our Company;
(2) the expiration of the period within which the next annual general meeting of our
Company is required to be held by the Articles of Association or any other
applicable laws of the Cayman Islands; or
(3) the passing of an ordinary resolution by our Shareholders in general meeting
revoking, varying or renewing such mandate;
(v) a general unconditional mandate (the “ Repurchase Mandate ”) was given to our
Directors to exercise all powers of our Company to repurchase on the Stock Exchange
or on any other stock exchange on which the securities of our Company may be listed
and which is recognised by the SFC and the Stock Exchange for this purpose, such
number of Shares as will represent up to 10% of the aggregate number of our issued
Shares (excluding treasury shares) immediately following the completion of the
Capitalisation Issue and the Share Offer (without taking into account any Shares which
may be allotted and issued upon the exercise of the Offer Size Adjustment Option or
any options which may be granted under the Share Option Scheme), such mandate shall
remain in effect until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of our Company;
(2) the expiration of the period within which the next annual general meeting of our
Company is required to be held by the Articles of Association or any other
applicable laws of the Cayman Islands;
(3) the passing of an ordinary resolution by our Shareholders in general meeting
revoking, varying or renewing such mandate;
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
–V - 3–


--- page 486 ---
(vi) the general unconditional mandate mentioned in paragraph (iv) above was extended by
the addition to the aggregate number of Shares which may be allotted or agreed
conditionally or unconditionally to be allotted, issued or dealt with (including the sale
or transfer of treasury shares) by our Directors pursuant to such general mandate
representing the aggregate number of Shares repurchased by our Company pursuant to
the Repurchase Mandate referred to in paragraph (v) above provided that such extended
amount shall not exceed 10% of the aggregate number of our issued Shares (excluding
treasury shares) immediately following the completion of the Capitalisation Issue and
the Share Offer excluding any Shares which may be allotted and issued upon the
exercise of the Offer Size Adjustment Option or any options that may be granted under
the Share Option Scheme; and
(vii) our Company approved and adopted the Memorandum of Association and Articles of
Association, the terms of which are summarised in Appendix IV to this prospectus,
with effect upon the Listing.
4. Reorganisation
The companies comprising our Group underwent a Reorganisation in preparation for the Listing,
details of which are set out in the sub-section headed “History, Reorganisation and Corporate Structure
– Reorganisation” in this prospectus. Following the Reorganisation, our Company became the holding
company of our Group.
Diagrams showing our Group’s structure after the Reorganisation and immediately upon
completion of the Capitalisation Issue and the Share Offer (without taking into account any Shares
which may be allotted and issued upon the exercise of the Offer Size Adjustment Option or any options
that may be granted under the Share Option Scheme) are set out in the sub-section headed “History,
Reorganisation and Corporate Structure – Reorganisation” in this prospectus.
5. Changes in share capital of subsidiaries
Our Company’s subsidiaries are referred to in the Accountants’ Report, the text of which is set out
in Appendix I to this prospectus. Save for the subsidiaries mentioned in Appendix I to this prospectus,
our Company has no other subsidiaries.
Save as mentioned in the sub-section headed “History, Reorganisation and Corporate Structure –
Establishment and development of our Company and our subsidiaries”, there was no material change in
the share capital of the major subsidiaries of our Company during the two years immediately preceding
the date of this prospectus.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
–V - 4–


--- page 487 ---
6. Repurchase by our Company of its own securities
This paragraph includes information required by the Stock Exchange to be included in this
prospectus concerning the repurchase by our Company of its own securities.
(a) Provisions of the GEM Listing Rules
The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to
repurchase their securities on the Stock Exchange subject to certain restrictions, the most
important of which are summarised below:
(i) Shareholders’ approval
All proposed repurchases of securities (which must be fully paid up in the case of
shares) by a company listed on the Stock Exchange must be approved in advance by an
ordinary resolution of the shareholders in a general meeting, either by way of general
mandate or by specific approval of a particular transaction.
Note: Pursuant to the written resolutions passed by our sole Shareholder on 16 December 2025, the Repurchase
Mandate was granted to our Directors authorising them to exercise all powers of our Company to purchase
the Shares as described above in the paragraphs headed “A. Further information about our Company – 3.
Written resolutions of our sole Shareholder” in this Appendix.
(ii) Source of funds
Any repurchases must be financed out of funds legally available for such purpose in
accordance with the Memorandum of Association and Articles of Association, the GEM
Listing Rules and any applicable laws of the Cayman Islands. A listed company is prohibited
from repurchasing its own securities on the Stock Exchange for a consideration other than
cash or for settlement otherwise than in accordance with the GEM Listing Rules from time to
time.
Under the laws of the Cayman Islands, any repurchases by our Company may be made
out of profits of our Company or the share premium account of our Company or out of the
proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorised
by the Articles of Association and subject to the Companies Act, out of capital and, in case of
any premium payable on the repurchase, out of profits of our Company or from sums
standing to the credit of the share premium accounts of our Company, or if authorised by the
Articles of Association and subject to the Companies Act, out of capital.
(iii) Core connected persons
Under the GEM Listing Rules, a company shall not knowingly repurchase Shares from
a core connected person (as defined in the GEM Listing Rules) and a core connected person
shall not knowingly sell his/her/its Shares to our Company on GEM.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 488 ---
(iv) Trading restrictions
The total number of Shares which our Company may repurchase on the Stock Exchange
is the number of Shares representing up to a maximum of 10% of the aggregate number of
Shares in issue (excluding treasury shares). Our Company may not issue or sell or transfer
any treasury shares or announce a proposed issue of new Shares or a sale or transfer of any
treasury shares for a period of 30 days immediately following a repurchase without the prior
approval of the Stock Exchange. In addition, our Company is prohibited from repurchasing
its Shares on the Stock Exchange if the purchase price is higher by 5% or more than the
average closing market price for the five preceding trading days on which its Shares were
traded on GEM. The GEM Listing Rules also prohibit our Company from repurchasing its
securities if the repurchase would result in the number of listed Shares which are in the
hands of the public falling below the relevant prescribed minimum percentage as required by
the Stock Exchange. Our Company is required to procure that the broker appointed by us to
effect a repurchase of Shares discloses to the Stock Exchange such information with respect
to the repurchase made on behalf of our Company as the Stock Exchange may require.
(v) Status of repurchased Shares
The Shares repurchased by our Company shall be held as treasury shares or cancelled.
Under the laws of the Cayman Islands, unless, prior to the repurchase our Directors resolve
to hold the repurchased Shares as treasury shares, the repurchased Shares (whether on the
Stock Exchange or otherwise) shall be treated as automatically cancelled and the relevant
certificate must be cancelled and destroyed, and the amount of our Company’s issued share
capital shall be diminished by the nominal value of those Shares. However, the repurchase of
Shares will not be taken as reducing the amount of the authorised share capital under
Cayman law. The listing of all repurchased Shares which are held as treasury shares will be
retained.
(vi) Suspension of repurchase
Our Company may not make any repurchase of Shares at any time after inside
information has come to our knowledge until the information has been made publicly
available. In particular, during the period of 30 days immediately preceding the earlier of (a)
the date of the board meeting (as such date is first notified to the Stock Exchange in
accordance with the GEM Listing Rules) for the approval of our Company’s results for any
year, half-year, quarterly or any other interim period (whether or not required under the GEM
Listing Rules); and (b) the deadline for publication of an announcement of our Company’s
results for any year or half-year under the GEM Listing Rules, or quarterly or any other
interim period (whether or not required under the GEM Listing Rules), until the date of the
results announcement, our Company may not repurchase Shares on the Stock Exchange
unless there are exceptional circumstances. In addition, the Stock Exchange may prohibit a
repurchase of Shares on the Stock Exchange if our Company has breached the GEM Listing
Rules.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
–V - 6–


--- page 489 ---
(vii) Reporting requirements
Certain information relating to repurchases of Shares on the Stock Exchange or
otherwise must be reported to the Stock Exchange not later than 30 minutes before the earlier
of the commencement of the morning trading session or any pre-opening session on the
following business day. In addition, our Company’s annual report is required to disclose
details regarding repurchases of Shares made during the financial year, including a monthly
breakdown of the number of Shares repurchased (each month whether on the Stock Exchange
or otherwise), the purchase price per Share or the highest and lowest price paid for all such
repurchases, where relevant, and the aggregate price paid. Our Directors’ report is also
required to contain reference to the repurchase made during the year and our Directors’
reasons for making such repurchase.
(b) Exercise of the Repurchase Mandate
Exercise in full of the Repurchase Mandate, on the basis of 500,000,000 Shares in issue
immediately after Listing (without taking into account any Shares which may be allotted and
issued upon the exercise of the Offer Size Adjustment Option or any options that may be granted
under the Share Option Scheme), could accordingly result in up to 50,000,000 Shares being
repurchased by our Company during the period in which the Repurchase Mandate remains in
force.
(c) Reasons for repurchases
Repurchases of Shares will only be made when our Directors believe that such a repurchase
will benefit our Company and Shareholders. Such repurchases may, depending on market
conditions and funding arrangements at the time, lead to an enhancement of the net asset value
and/or earnings per Share.
(d) Funding of repurchases
In repurchasing Shares, our Company may only apply funds legally available for such
purpose in accordance with our Memorandum of Association and Articles of Association, the GEM
Listing Rules and the applicable laws and regulations of the Cayman Islands.
On the basis of the current financial position of our Group as disclosed in this prospectus and
taking into account the current working capital position of our Group, our Directors consider that,
if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on
the working capital and/or the gearing position of our Group as compared with the position
disclosed in this prospectus. However, our Directors do not propose to exercise the Repurchase
Mandate to such an extent as would, in the circumstances, have a material adverse effect on the
working capital requirements of our Group or the gearing levels which in the opinion of our
Directors are from time to time appropriate for our Group.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 490 ---
(e) General
None of our Directors nor, to the best of their knowledge having made all reasonable
enquiries, any of their close associates currently intends to sell any Shares to our Company.
Our Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules,
our Memorandum and Articles, the Companies Act and the applicable laws of the Cayman Islands.
No core connected person of our Company has notified our Company that he/she/it has a
present intention to sell Shares to our Company, or has undertaken not to do so, in the event that
the Repurchase Mandate is exercised.
If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting
rights of our Company is increased, such increase will be treated as an acquisition for the purpose
of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert,
depending on the level of increase in the Shareholder’s interest, could obtain or consolidate
control of our Company and become(s) obliged to make a mandatory offer in accordance with Rule
26 of the Takeovers Code. Save as the aforesaid, our Directors are not aware of any consequence
which would arise under the Takeovers Code due to any repurchase made pursuant to the
Repurchase Mandate immediately after the Listing.
Our Directors will not exercise the Repurchase Mandate if the repurchase would result in the
number of Shares which are in the hands of the public falling below 25% of the total number of
Shares in issue (or such other percentage as may be prescribed as the minimum public
shareholding under the GEM Listing Rules).
B. FURTHER INFORMATION ABOUT THE BUSINESS OF OUR GROUP
1. Summary of material contracts
The following contracts (not being contracts entered into in the ordinary course of business of our
Group) have been entered into by members of our Group within the two years immediately preceding
the date of this prospectus and are or may be material:
(a) the Deed of Indemnity;
(b) the Public Offer Underwriting Agreement;
(c) a cornerstone investment agreement dated 2 October 2025 made between our Company, Choy
Joo Seong, the Sole Sponsor and the Sole Overall Coordinator pursuant to which Choy Joo
Seong has agreed to subscribe at the Offer Price for such number of Offer Shares (rounded
down to the nearest board lot of 4,000 Shares) that may be purchased with HK$7.0 million
(exclusive of brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC
transaction levy); and
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 491 ---
(d) a cornerstone investment agreement dated 2 October 2025 made between our Company, Tan
Nam Joo, the Sole Sponsor and the Sole Overall Coordinator pursuant to which Tan Nam Joo
has agreed to subscribe at the Offer Price for such number of Offer Shares (rounded down to
the nearest board lot of 4,000 Shares) that may be purchased with HK$7.0 million (exclusive
of brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy).
2. Intellectual property rights of our Group
(a) Trademark
As at the Latest Practicable Date, our Group had registered the following trademark in Hong
Kong which we believe is material to our business:
Trademark Applicant
Date of
registration
Place of
registration Class
1.
 BBSB Holdings 24 April 2025 Hong Kong 37, 42
(b) Domain name
As at the Latest Practicable Date, our Group had registered the following domain name:
Domain name Registrant
Date of
registration Expiry date
bbsbholdings.com.my BBSB Holdings 5 March 2021 5 March 2026
Information contained in the above websites does not form part of this prospectus. The
registration of the above domain name is expected to be renewed prior to its expiry date.
Save as disclosed herein, there are no other trade or service marks, patents, copyrights, other
intellectual property rights which are or may be material to the business of our Group.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 492 ---
C. FURTHER INFORMATION ABOUT DIRECTORS, MANAGEMENT AND STAFF
1. Directors
(a) Disclosure of interests of Directors and chief executive
So far as our Directors are aware, immediately following completion of the Capitalisation
Issue and the Share Offer (without taking into account any Shares which may be allotted and
issued upon the exercise of the Offer Size Adjustment Option or any options which may be granted
under the Share Option Scheme), the interests and short positions of our Directors and chief
executive of our Company in the Shares, underlying shares and debentures of our Company or any
associated corporation (within the meaning of Part XV of the SFO) which will have to be notified
to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests and short positions in which they are taken or deemed to have taken under
such provisions), or which will be required, pursuant to section 352 of the SFO, to be entered in
the register referred to therein or which will be required to be notified to our Company and the
Stock Exchange pursuant to Chapter 5 of the GEM Listing Rules, will be as follows:
(i) Long position in the Shares
Name of
Director/
chief executive Capacity
Number of
Shares
immediately
following the
Capitalisation
Issue and the
Share Offer
Approximate
percentage of
shareholding in
our Company
immediately
following the
Capitalisation
Issue and the
Share Offer
Datuk Tan (Note) Interest in a controlled
corporation
375,000,000 75%
(ii) Long position in the ordinary shares of associated corporation
Name of Director/
chief executive
Name of
associated
corporation Capacity
Approximate
percentage of
shareholding
Datuk Tan (Note) BBSB Overseas Beneficial
owner
70%
Note: BBSB Overseas is the registered and beneficial owner holding 75% of the issued Shares of our
Company. BBSB Overseas is owned as to 70% by Datuk Tan and 30% by Datin Pan, respectively. By
virtue of the SFO, Datuk Tan is deemed to be interested in the Shares held by BBSB Overseas in our
Company.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 493 ---
(b) Particulars of service contracts
Each of our executive Directors has entered into a service contract with our Company for an
initial fixed term of three years commencing from the Listing Date until terminated by not less
than three months’ notice in writing served by either party. Commencing from the Listing Date,
each of our executive Directors is entitled to an annual salary set out below, such salary to be
reviewed annually by our Board and the Remuneration Committee.
In addition, each of our executive Directors may be entitled to, if so recommended by the
Remuneration Committee and approved by the Board at its absolute discretion, a discretionary
bonus, the amount of which is determined with reference to the operating results of our Group and
the performance of the executive Director, provided that the relevant executive Director shall
abstain from voting and not be counted in the quorum in respect of any resolution of our Board
approving the amount of annual salary, discretionary bonus and other benefits payable to him or
her. Commencing from the Listing Date, the basic annual salary of our executive Directors are as
follows:
Name Amount
(HK$)
Datuk Tan 480,000
Mr. Andy Tan 300,000
Ms. Tan Xin Yi 300,000
Each of our independent non-executive Directors has entered into a letter of appointment
with our Company for an initial term of service commencing from the Listing Date and shall
continue thereafter subject to a maximum of three years unless terminated by either party giving
not less than one month’s notice in writing. Commencing from the Listing Date, the annual
remuneration payable to our independent non-executive Directors under each of the letters of
appointment is as follows:
Amount
(HK$)
Mr. Lee Tuan Meng 180,000
Mr. Ooi Kim Chai 144,000
Ms. Norkamaliah Binti Hashim 120,000
Save as disclosed above, none of our Directors has or is proposed to enter into a service
contract/letter of appointment with our Company or any of our subsidiaries (other than contracts
expiring or determinable by our Group within one year without the payment of compensation
(other than statutory compensation)).
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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(c) Directors’ remuneration
Our Company’s policies concerning the remuneration of our Directors are:
(i) the amount of remuneration payable to our executive Directors will be determined on a
case by case basis depending on the experience, responsibility, workload and the time
devoted to our Group by the relevant Director;
(ii) non-cash benefits may be provided to our Directors under their remuneration package;
and
(iii) our executive Directors may be granted, at the discretion of our Board, share options of
our Company, as part of the remuneration package.
The aggregate amounts of remuneration (including fees, salaries, allowances and other
benefits in kind, discretionary bonus and contributions to defined contribution plan) which are
paid to our Directors for FY2023, FY2024 and 6M2025 were approximately RM758,000,
RM991,000 and RM668,000, respectively.
An aggregate sum of approximately HK$2.2 million is expected to be paid to our Directors
(including the independent non-executive Directors) as Directors’ fees and other emoluments by
our Group for the year ending 31 December 2025 under the arrangements in force at the date of
this prospectus excluding discretionary bonus.
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2. Substantial shareholders
So far as our Directors are aware, immediately following the completion of the Capitalisation
Issue and the Share Offer and taking no account of any Shares which may be allotted and issued upon
the exercise of the Offer Size Adjustment Option or any option that may be granted under the Share
Option Scheme, the following persons/entities (not being our Directors or chief executive of our
Company) will have an interest or a short position in the Shares or the underlying Shares which would
fall to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or
which would be recorded in the register of our Company required to be kept under section 336 of the
SFO, or who will be, directly or indirectly, interested in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of our Company or any
other members of our Group:
Long position in the Shares, underlying Shares and debentures
Name Capacity
Number of
Shares
immediately
following the
Capitalisation
Issue and the
Share Offer
Approximate
percentage of
shareholding in
our Company
immediately
following the
Capitalisation
Issue and the
Share Offer
BBSB Overseas
(Note 1)
Beneficial owner 375,000,000 75%
Datin Pan (Note 2) Interest of Spouse 375,000,000 75%
Notes:
(1) BBSB Overseas is the registered and beneficial owner holding 75% of the issued Shares of our Company. The
issued share capital of BBSB Overseas is owned as to 70% by Datuk Tan and as to 30% by Datin Pan.
(2) Datin Pan is the spouse of Datuk Tan. Accordingly by virtue of the SFO, Datin Pan is deemed to be interested
in all the Shares held by Datuk Tan.
3. Related party transactions
Our Group entered into the related party transactions within the two years immediately preceding
the date of this prospectus as mentioned in note 27 of the Accountants’ Report set out in Appendix I to
this prospectus.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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4. Disclaimers
Save as disclosed in this Appendix and the sections headed “Substantial Shareholders” and
“Relationship with Controlling Shareholders” of this prospectus:
(a) our Directors are not aware of any person who immediately following completion of the
Capitalisation Issue and the Share Offer (without taking account of any Shares which may be
taken up or acquired under the Share Offer or any Shares which may be allotted and issued
upon the exercise of any options that may be granted under the Share Option Scheme) will
have an interest or short position in the Shares and underlying Shares which would fall to be
disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or
who is, either directly or indirectly, interested in 10% or more of the nominal value of any
class of share capital carrying rights to vote in all circumstances at the general meetings of
our Company or any other members of our Group;
(b) none of our Directors and chief executive of our Company has for the purposes of Divisions
7 and 8 of Part XV of the SFO or the GEM Listing Rules, nor is any of them taken to or
deemed to have under Divisions 7 and 8 of Part XV of the SFO, an interest or short position
in the shares, underlying shares and debentures of our Company or any associated
corporations (within the meaning of the SFO) or any interests which will have to be entered
in the register to be kept by our Company pursuant to section 352 of the SFO or which will
be required to be notified to our Company and the Stock Exchange pursuant to Chapter 5 of
the GEM Listing Rules once the Shares are listed on the Stock Exchange;
(c) none of our Directors nor the experts named in “E. Other information – 6. Qualifications of
experts” in this Appendix has any direct or indirect interest in the promotion of, or in any
assets which have been, within the two years immediately preceding the issue of this
prospectus, acquired or disposed of by or leased to, any member of our Group, or are
proposed to be acquired or disposed of by or leased to any member of our Group nor will any
Director apply for the Offer Shares either in his/her name or in the name of a nominee;
(d) none of our Directors is materially interested in any contract or arrangement subsisting at the
date of this prospectus which is significant in relation to the business of our Group;
(e) none of the experts named in “E. Other information – 6. Qualifications of experts” in this
Appendix has any shareholding in any member of our Group or the right (whether legally
enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any
member of our Group; and
(f) none of our Directors, their close associate or any shareholders of our Company (which to
the knowledge of our Directors owns more than 5% of our Company’s issued capital) has any
interest in our Group’s five largest subcontractors and suppliers in each year/period during
the Track Record Period, five largest customers in each of FY2023 and FY2024 and four
largest customers in 6M2025.
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D. SHARE OPTION SCHEME
1. Share Option Scheme
The following is a summary of the principal terms of the Share Option Scheme conditionally
approved by all Shareholders on 16 December 2025.
For the purpose of this section, unless the context otherwise requires:
“Board” means our board of Directors from time to time or a duly
authorised committee thereof;
“Business Day” means any day on which the Stock Exchange is open for
the business of dealing in securities;
“Effective Date for Share Options” means the date on which the Share Option Scheme shall
take effect after certain conditions are fulfilled, including
commencement of dealing in the Shares on the Stock
Exchange;
“Eligible Person” means any Employee Participant and employee of the
Related Entity and any Service Provider;
“Employee
Participant(s)”
means directors and employees of our Group who in the
sole discretion of our Board have contributed or will
contribute to our Group;
“Exercise Period” means in respect of any particular Option, the period to
be determined and notified by our Board to each
Participant but which shall not exceed 10 years from the
date of grant of such option;
“Option” means an option to subscribe for Shares granted pursuant
to the Share Option Scheme;
“Other Schemes” means any other share option schemes adopted by our
Group from time to time pursuant to which options to
subscribe for Shares may be granted;
“Participant(s)” means any Eligible Person who accepts the offer of any
Option in accordance with the terms of the Share Option
Scheme and (where the context so permits) any person
who is entitled to any such Option in consequence of the
death of the original Participant;
“Related Entity” means the holding companies, fellow subsidiaries or
associated companies of our Company;
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--- page 498 ---
“Service Provider(s)” means any person providing services to our Group on a
continuing and recurring basis in the ordinary and usual
course of business of our Group, the grant of Options to
whom is in the interests of the long-term growth of our
Group as determined by the Board, namely: (a) any
person providing advisory services and/or consultancy
services to our Group after stepping down from an
employment or director position with our Group; and (b)
any person providing, among others, advisory services,
consultancy services, sales and marketing services,
technology services and/or administrative services to our
Group as consultants, independent contractors or agents
where the continuity and frequency of their services are
akin to those of employees; but, for the avoidance of
doubt, excluding (i) placing agents or financial advisers
providing advisory services for fundraising, mergers or
acquisitions of our Company or its subsidiaries, and (ii)
professional service providers such as the auditors or
valuers who provide assurance or are required to perform
their services with impartiality and objectivity;
“Shareholders” means shareholders of our Company from time to time;
and
“Subsidiary” means a subsidiary for the time being and from time to
time of our Company.
(a) Purpose of the Share Option Scheme
The Share Option Scheme enables our Company to grant Options to Eligible Persons as
incentives or rewards for their contributions to our Group.
(b) Who may join
The eligibility of each of the Eligible Persons shall be determined by the Board (or if the
Board so resolves by a committee of the Board) from time to time and on a case-by-case basis.
Generally: (i) with respect to Employee Participants, the Board will consider, among others, their
general working performance, time commitment (full-time or part-time), length of their service
within our Group, working experience, responsibilities and/or employment conditions with
reference to the prevailing market practice and industry standard; (ii) with respect to directors and
employees of the Related Entities, the Board will consider, among others, their participation and
contribution to the development of our Group and/or the extent of benefits and synergies brought
to our Group; and (iii) with respect to Service Providers, the Board will consider, among others,
their experience and expertise, continuity and frequency of their services to our Group, their
involvement in promoting the business of our Group, or where appropriate, contribution or
potential contribution to the long-term growth of our Group.
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--- page 499 ---
(c) Grant an Option
Subject to the terms of the Share Option Scheme and the GEM Listing Rules, the Board shall
be entitled at any time within the period of 10 years after the Effective Date for Share Options to
make an Offer to any Eligible Person as the Board may in its absolute discretion select to
subscribe for such number of Shares as the Board may determine at the Exercise Price.
An Offer shall be deemed to have been accepted and the Option to which the Offer relates
shall be deemed to have been granted and to have taken effect when our Company receives the
duplicate of the offer letter comprising acceptance of the Offer within ten(10) Business Days duly
signed by the grantee , together with a payment in favour of our Company of HK$1.00 or such
other amount (if any) that may be determined by the Board as consideration for the grant thereof,
is received by our Company.
Any offer of the grant of Options must not be made after inside information has come to the
knowledge of our Company until such information has been announced pursuant to the relevant
requirements of the GEM Listing Rules. In particular, during the period commencing one month
immediately preceding the earlier of (a) the date of our Board meeting (as such date is first
notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of our
Company’s results for any year, half-year, quarter-year period or any other interim period (whether
or not required under the GEM Listing Rules), and (b) the deadline for our Company to publish an
announcement of its results for any year, half-year, quarter-year period or any other interim period
(whether or not required under the GEM Listing Rules), and ending on the date of the results
announcement, no Option may be granted; nor should any offer of the grant of Option be made to
an Eligible Person during the periods or times stipulated by the GEM Listing Rules in relation to
any restriction on the time of grant of options.
The total number of Shares issued and to be issued in respect of all options and awards
granted to a Participant under the Share Option Scheme and Other Schemes (excluding any options
and awards lapsed) in any 12-month period must not exceed 1% of the Shares in issue, but
provided that if duly approved by Shareholders at general meeting with such Eligible Person and
its close associates (or its associates if the participant is a connected person) abstaining from
voting, our Board may make a further grant of Options to such Participant (the “ Further Grant ”).
In relation to the Further Grant, our Company must send a circular to our Shareholders, in a
manner complying with, and containing the information specified in the GEM Listing Rules. The
number and terms (including the exercise price) of the Options which is the subject of the Further
Grant shall be fixed before the general meeting of our Company at which the same are approved.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 500 ---
(d) Exercise Price
The subscription price for the Shares subject to Options shall be a price determined by our
Board and notified to an Eligible Person and shall be at least the higher of (i) the closing price of
the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant of the
Options, which must be a Business Day; and (ii) the average closing price of the Shares as stated
in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding
the date of grant of the Options.
For the purpose of calculating the subscription price, in the event that on the date of grant,
our Company has been listed for less than five Business Days, the Offer Price shall be used as the
closing price for any Business Day falling within the period before the Listing Date.
(e) Maximum number of Shares
(i) The maximum number of Shares which may be issued in respect of all options and
awards to be granted under the Share Option Scheme and Other Schemes (the “ Scheme
Mandate Limit ”) must not, in aggregate, exceed 10% of the Shares in issue as at the
Effective Date for Share Options or the relevant date of approval of the refreshment of
the Scheme Mandate Limit provided that Options or awards which have lapsed in
accordance with the terms of the Share Option Scheme or Other Schemes will not be
counted as utilised for the purpose of calculating the Scheme Mandate Limit. On the
basis of 500,000,000 Shares in issue on the Listing Date, the Scheme Mandate Limit
will be equivalent to 50,000,000 Shares, representing 10% of the Shares in issue as at
the Listing Date.
(ii) Within the Scheme Mandate Limit, the number of Shares which may be issued in
respect of all options and awards to be granted to the Service Providers under the Share
Option Scheme and Other Schemes (the “ Service Provider Sublimit ”) must not in
aggregate exceed 1% of the total number of Shares in issue as at the Effective Date for
Share Options or the relevant date of approval of the refreshment of the Service
Provider Sublimit. The Directors confirm the basis for determining the Service
Provider Sublimit includes (a) the potential dilution effect arising from grants to the
Service Providers; (b) the importance of striking a balance between achieving the
purpose of the Share Option Scheme and protecting the Shareholders from the dilution
effect from granting a substantial amount of Options to the Service Providers; (c) the
extent of use of Service Providers in our Group’s businesses, the current payment
and/or settlement arrangement with the Service Providers; (d) the expected contribution
to the development and growth of our Company attributable to the Service Providers;
and (e) the fact that our Company expects that a majority of Options will be granted to
the Employee Participants and as such there is a need to reserve a larger portion of the
Scheme Mandate Limit for grants to the Employee Participants.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 501 ---
(iii) Subject to the approval of Shareholders in general meeting by ordinary resolution, our
Company may renew the Scheme Mandate Limit and the Service Provider Sublimit
once every three years from the date of the Shareholders’ approval for the last
refreshment (or the Effective Date for Share Options) to the extent that the Scheme
Mandate Limit so renewed must not exceed 10% and the Service Provider Sublimit so
renewed shall not exceed 1%, respectively, of the total number of issued Shares as at
the date of such Shareholders’ approval provided that options or awards lapsed will not
be regarded as utilised and options or awards cancelled will be regarded as utilised for
the purpose of calculating the Scheme Mandate Limit and the Service Provider
Sublimit as renewed. In relation to the Shareholders’ approval referred to in this
paragraph, our Company must send a circular to our Shareholders containing the details
and information required under the GEM Listing Rules.
(iv) Subject to the approval of Shareholders in general meeting, our Company may also
grant Options beyond the Scheme Mandate Limit or the Service Provider Sublimit
provided that the Options in excess of the Scheme Mandate Limit or the Service
Provider Sublimit are granted only to Eligible Persons specifically identified by our
Company before such Shareholders’ approval is sought. In relation to the Shareholders’
approval referred to in this paragraph, our Company must send a circular to our
Shareholders containing the information required by the GEM Listing Rules.
(f) Minimum vesting period and performance target
All Options granted under the Share Option Scheme will be subject to a vesting period of no
less than 12 months from the date of grant. A shorter vesting period may be allowed for Employee
Participants in certain specific circumstances set out in the Share Option Scheme subject to
approval by the Board and/or the Remuneration Committee of our Company (for Options granted
to the Directors or senior management) at the Board’s discretion, provided that such Participant
has been specifically identified by the Board before granting such approval.
The Board may in its absolute discretion specify such condition as it thinks fit when making
an offer of grant to an Eligible Person (including, without limitation, as to any performance
criteria which must be satisfied by the Eligible Person and/or our Company and/or its Subsidiaries,
before an Option may be vested), provided that such conditions shall not be inconsistent with any
other terms and conditions of the Share Option Scheme or the relevant requirements under
applicable laws or the GEM Listing Rules. A Participant may be required to achieve any
performance targets as the Board may then specify in the grant before any Options granted under
the Share Option Scheme can be exercised. Such performance targets may include, among others,
financial targets and management targets which shall be determined based on the (i) individual
performance, (ii) performance of our Group and/or (iii) performance of business groups, business
units, business lines, functional departments, projects and/or geographical area managed by the
Participant. For the avoidance of doubt, subject to such terms and conditions as our Board may
determine as aforesaid (including such terms and conditions in relation to their vesting, exercise or
otherwise), there is no performance target which needs to be achieved by a Participant before the
Option can be exercised.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 502 ---
(g) Exercise of Option
An Option shall be vested after meeting the vesting period and vesting conditions. Subject to
the terms of grant of any Option, an Option may be exercised in whole or in part by the Participant
(or his/her personal representatives) at any time before the expiry of the Exercise Period by
delivering to our Company a notice in writing in a form approved by the Board, stating that the
Option is to be exercised and the number of Shares in respect of which it is exercised. Such notice
must be accompanied by a remittance for the full amount of the exercise price for the Shares in
respect of which the notice is given.
(h) Rights are personal to grantee
An Option shall be personal to the Participant and shall not be assignable or transferable and
no Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest
(whether legal or beneficial) in favour of any third party over or in relation to any Option unless a
waiver is granted by the Stock Exchange or otherwise permitted or required under the applicable
laws and regulations.
(i) Rights on ceasing to be an Eligible Person
Subject to paragraph (j), if a Participant ceases to be an Eligible Person by any reason other
than death, the outstanding Options shall lapse on the date of cessation and not be exercisable
unless the Board otherwise determines. The date of such cessation shall be (i) if he/she is an
employee of our Company, any Subsidiary or any Related Entity, his/her last actual working day at
his/her work place with our Company, any Subsidiary or any Related Entity whether salary is paid
in lieu of notice or not; or (ii) if he/she is not an employee of our Company, any Subsidiary or any
Related Entity, the date on which his/her relationship with our Group which has constituted
him/her an Eligible Person ceases. If a Participant is re-employed after retirement or has changed
in position(s) but still be an Eligible Person before exercising the Option in full or at all, the
Option may continue to be exercised by the Participant.
(j) Rights on death
If a Participant dies before exercising the Option in full or at all, his/her legal personal
representative(s) may exercise the Option up to the Participant’s entitlement within a period of 12
months from the date of death.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 503 ---
(k) Changes in capital structure
In the event of any alteration in the capital structure of our Company, and such event arises
from a capitalisation issue, rights issue, consolidation, subdivision or reduction of the share
capital of our Company, such corresponding alterations (if any) shall be made in (i) the numbers of
the Shares subject to any outstanding Options and/or (ii) the Exercise Price per Share as the
independent financial adviser of our Company for the time being or the auditors of our Company
shall at the request of our Company or any Participant certify in writing to be in their opinion fair
and reasonable.
Any aforementioned adjustments required must give a Participant the same proportion of the
equity capital as that to which that Participant was previously entitled and shall be made on the
basis that the aggregate exercise price payable by a Participant on the full exercise of any Option
shall remain as nearly as possible the same (but shall not be greater than) as it was before such
event. For the avoidance of doubt, the issue of securities as consideration in a transaction may not
be regarded as a circumstance requiring adjustment. In respect of any such adjustments, other than
any made on a capitalisation issue, an independent financial adviser of our Company or the
auditors of our Company must confirm to our Directors in writing that the adjustments satisfy the
requirements mentioned above and those of the relevant provisions of the GEM Listing Rules from
time to time.
(l) Rights on general offer
(i) If a general offer by way of takeover as defined in the Takeovers Code has been made to
all our Shareholders (or all such holders other than the offeror and/or any person acting
in association or concert with the offeror), and such offer becomes or is declared
unconditional, our Company shall give notice thereof to the Participant and the
Participant shall be entitled to exercise his or her Option in full or to the extent
specified in such notice. For the purposes of this subparagraph, “acting in concert”
shall have the meaning ascribed to it under the Takeovers Code as amended from time
to time.
(ii) If a general offer by way of a scheme of arrangement is made to all the Shareholders
and the scheme has been approved by the necessary number of Shareholders at the
requisite meetings, our Company shall give notice thereof to the Participant and the
Participant may, by delivering a notice in writing to our Company within seven days of
such Shareholders’ approval, exercise the Option to its full extent or to the extent
specified in such notice.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 504 ---
(m) Rights on winding up
In the event that a notice is given by our Company to our Shareholders to convene a
Shareholders’ meeting for the purpose of considering, and if thought fit, approving a resolution to
voluntarily wind up our Company, our Company shall on the same date as or soon after it give
notice thereof to the Participants and the Participants may, by notice in writing to our Company
accompanied by the remittance for the total exercise price payable in respect of the exercise of the
relevant Options (such notice to be received by our Company not later than seven days prior to the
proposed meeting), exercise the Options either in full or in part and our Company shall, as soon as
possible and in any event no later than the Business Day immediately prior to the date of the
proposed Shareholders’ meeting, allot and issue such number of Shares to the Participants credited
as fully paid.
(n) Rights on a compromise or arrangement
In the event of a compromise or arrangement between our Company and its members or
creditors being proposed in connection with a scheme for the reconstruction or amalgamation of
our Company, our Company shall give notice thereof to all Participants on the same date as it gives
notice of the meeting to its members or creditors to consider such a scheme of arrangement, and
thereupon the Participants may exercise the Option either in full or in part and our Company shall,
as soon as possible and in any event no later than the Business Day immediately prior to the date
of the proposed meeting, allot and issue such number of Shares to the Participants which falls to
be issued on such exercise.
(o) Lapse of Option
An Option shall lapse forthwith and not be exercisable (to the extent not already exercised)
immediately on the earliest of:
(i) the expiry of the Exercise Period of the Option;
(ii) the expiry of any of the periods referred to in paragraphs (i) and (m);
(iii) subject to paragraphs (m) and (n), the date of commencement of the winding up of our
Company or the compromise or arrangement becoming effective;
(iv) subject to the scheme of arrangement becoming effective, the expiry of the period
referred to in paragraph (l)(ii);
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 505 ---
(v) the date on which the Participant ceases to be an Eligible Person by reason of summary
dismissal or being dismissed for misconduct or other breach of the terms of his/her
employment contract or other contract constituting him/her an Eligible Person
(including, among others, causing material misstatement of the financial statements of
our Company), or the date on which he/she begins to appear to be unable to pay or has
no reasonable prospect of being able to pay his/her debts or has become insolvent or
has made any arrangements or composition with his/her creditors generally or has been
convicted of any criminal offence involving his or her integrity or honesty. A
determination of our Board or any person delegated by the Board as to whether such
employment or contract has or has not been terminated on one or more grounds
specified in this subparagraph shall be final, binding and conclusive; or
(vi) the date on which the Participant commits a breach of paragraph (h).
(p) Ranking of Shares
Options do not carry any right to vote at any general meeting of our Company, nor any right
to dividends, transfer or other rights, including those arising on the liquidation of our Company.
No grantee shall enjoy any of the rights of a Shareholder by virtue of the grant of an Option unless
and until the Shares underlying an Option are issued and delivered or transferred to the grantee
pursuant to the vesting and exercise of such Option.
Shares allotted and issued upon the exercise of an Option will be subject to our Memorandum
and Articles of Association as amended from time to time and will rank pari passu in all respects
with the existing fully paid Shares in issue on the date of such allotment or issue and accordingly
will entitle the holders to participate in all dividends or other distributions declared or
recommended or resolved to be paid or made in respect of a record date falling on or after the date
of allotment and issue. Any Share allotted upon the exercise of the Option shall not carry voting
rights until the name of the Participant has been entered into the register of members of our
Company as the holder thereof.
(q) Cancellation of Options granted
Any cancellation of Options granted but not exercised in accordance with the Share Option
Scheme must be approved by the Participant concerned.
In the event that our Board elects to cancel any Options and issue new ones to the same
Participant, the issue of such new Options may only be made with available unissued Options
(excluding the cancelled Options) within the Scheme Mandate Limit and the Service Provider
Sublimit.
(r) Period of Share Option Scheme
The Share Option Scheme shall be valid and effective for a period of 10 years commencing
on the Effective Date for Share Options, after which period no further Options will be issued but
the provisions of the Share Option Scheme shall remain in full force and effect in all other respects
and Options granted during the life of the Share Option Scheme may continue to be exercisable in
accordance with their terms of issue.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 506 ---
(s) Alteration to and termination of Share Option Scheme
The Share Option Scheme may be altered in any respect by resolution of our Board, except
that the provisions of a material nature and provisions of the Share Option Scheme relating to
matters contained in Rule 23.03 of the GEM Listing Rules shall not be altered to the advantage of
the Participants or the prospective Participants without the prior approval of our Shareholders in
general meeting (with the Eligible Persons and their respective associates abstaining from voting).
No such alteration shall operate to affect adversely the terms of issue of any Option granted or
agreed to be granted prior to such alteration except with the consent or sanction of such majority
of the Participants as would be required by our Shareholders under our Memorandum and Articles
of Association (as amended from time to time) for a variation of the rights attached to the Shares.
Any alterations to the terms and conditions of the Options granted to a Participant must be
approved by the Board, the Remuneration Committee of our Company, the independent
non-executive Directors and/or the Shareholders in general meeting (as the case may be) if the
initial grant of the Options requires such approval, except where such alterations take effect
automatically under the existing terms of the Share Option Scheme.
Our Company may, by a resolution of our Board, at any time terminate the operation of the
Share Option Scheme before the end of its life and in such event no further Options will be offered
but the provisions of the Share Option Scheme shall remain in all other respects in full force and
effect in respect of Options granted prior thereto but not yet exercised at the time of termination,
which shall continue to be exercisable in accordance with their terms of grant. Details of the
Options granted, including Options exercised or outstanding, under the Share Option Scheme, and
(if applicable) Options that become void or non-exercisable as a result of termination must be
disclosed in the circular to our Shareholders seeking approval for the first new scheme to be
established after such termination.
(t) Granting of Options to a Director, chief executive or Substantial Shareholder of our
Company or any of their respective associates
Where Options are proposed to be granted to a Director, chief executive or substantial
Shareholder of our Company or any of their respective associates, the proposed grant must be
approved by all independent non-executive Directors (excluding any independent non-executive
Director who is the Participant of the Options).
If a grant of Options to a substantial Shareholder of our Company or an independent
non-executive Director, or any of their respective associates will result in the total number of the
Shares issued and to be issued in respect of all options and awards already granted (excluding any
options and awards lapsed) to such person under the Share Option Scheme or Other Schemes in
any 12-month period up to and including the date of the grant representing in aggregate over 0.1%
(or such other percentage as may from time to time be specified by the Stock Exchange) of the
Shares in issue, then such further grant of Options must be approved by our Shareholders. The
Participant, his/her associates and all core connected persons of our Company must abstain from
voting at such general meeting. The circular despatched to the Shareholders must contain the
information required under the GEM Listing Rules.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
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--- page 507 ---
In addition, Shareholders’ approval as described above will also be required for any change
in terms of the Options granted to an Eligible Person who is a Director, chief executive or
substantial Shareholder of our Company, or any of their respective associates if the initial grant of
the Options requires such approval or if as a result of the change the grant would come to be
subject to Shareholders’ approval (except where the changes take effect automatically under the
existing terms of the Share Option Scheme).
For the avoidance of doubt, the requirements for the granting of Options to a Director or
chief executive (as defined in the GEM Listing Rules) of our Company set out above do not apply
where the Eligible Person is only a proposed Director or proposed chief executive of our
Company.
(u) Conditions of Share Option Scheme
The Share Option Scheme is conditional on (i) the passing of a resolution to adopt the Share
Option Scheme by our sole Shareholder; and (ii) the Stock Exchange granting approval for the
listing of and permission to deal in the Shares which may be issued pursuant to the exercise of
Options and the commencement of dealing in the Shares on the Stock Exchange.
Application has been made to the Listing Committee for the listing of and permission to deal
in the Shares which fall to be issued pursuant to the exercise of Options that may be granted under
the Share Option Scheme.
(v) Required Disclosure
Our Company shall, for so long as the Share Option Scheme continues in operation, make
disclosures as required under the GEM Listing Rules and all other applicable laws and
requirements.
(w) Present status of the Share Option Scheme
As at the Latest Practicable Date, no options had been granted or agreed to be granted by our
Company under the Share Option Scheme.
The terms of the Share Option Scheme are in compliance with Chapter 23 of the GEM
Listing Rules.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
– V -25 –


--- page 508 ---
E. OTHER INFORMATION
1. Tax and other indemnities
Each of our Controlling Shareholders (collectively, the “ Indemnifiers ”) has entered into the Deed
of Indemnity (being a material contract referred to in “B. Further information about the business of our
Group – 1. Summary of material contracts – (a) the Deed of Indemnity” in this Appendix) with and in
favour of our Company (for itself and as trustee for each of our present subsidiaries) to provide
indemnities on a joint and several basis in respect of, among other matters:
(a) any tax (which includes estate duty) liabilities in whatever part of the world which might be
payable by any member of our Group in respect of any income, profits or gains earned,
accrued or received or deemed to have been earned, accrued or received, or of any
transactions entered into, or the occurrence of any matters or things on or up to the date on
which the Share Offer becomes unconditional (the “ Share Offer Effective Date ”), save for
any taxation to the extent that:
(i) full provision has been made for such taxation in the audited accounts of our Group for
FY2023, FY2024 and 6M2025 (the “ Accounts ”) as set out in Appendix I to this
prospectus;
(ii) falling on any member of our Group on or after the Listing Date, unless the liability for
such taxation would not have arisen but for any act or omission of, or delay by, or
transactions voluntarily effected by any member of our Group (whether alone or in
conjunction with some other act, omission, delay or transaction, whenever occurring)
other than in the ordinary course of its business or in the ordinary course of acquiring
or disposing of capital assets or pursuant to a legally binding commitment created
before the Listing Date;
(iii) such taxation claim arises or is incurred as a result of the imposition of taxation as a
consequence of any retrospective change in the law, rules and regulations or the
interpretation or practice thereof by the Inland Revenue Department of Hong Kong or
any other relevant authority (whether in Hong Kong, or the Cayman Islands, or any
other part of the world) coming into force after the Share Offer Effective Date or to the
extent such taxation claim arises or is increased by an increase in rates of taxation after
the Share Offer Effective Date with retrospective effect;
(iv) any provisions or reserve made for taxation in the Accounts which is finally established
to be an over-provision or an excessive reserve in which case the Indemnifiers’ liability
(if any) in respect of such taxation shall be reduced by an amount not exceeding such
provision or reserve, provided that the amount of any such provision or reserve applied
pursuant to the Deed of Indemnity to reduce the Indemnifiers’ liability in respect of
taxation shall not be available in respect of any such liability arising thereafter; or
(v) any member of our Group is primarily liable in respect of or in consequence of any
event occurring or income, profits or gains earned, accrued or received or transactions
in the ordinary course of its business after the Listing Date; and
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
– V -26 –


--- page 509 ---
(b) all claims, actions, demands, liabilities, damages, costs, expenses, penalties, fines and of
whatever nature suffered or incurred by any member of our Group directly or indirectly as a
result of or in connection with the non-compliance or alleged non-compliance by any
member of our Group with any applicable laws, rules and regulations in Hong Kong or any
jurisdictions in the course of its business occurred and/or any material errors, discrepancies
or missing documents in statutory records on or before the Listing Date and/or all claims and
liabilities whatsoever which may be made, suffered or incurred by any subsidiary of our
Group in respect of or arising directly or indirectly from or on the basis of or in connection
with any litigation, arbitration, claim and/or legal proceedings, whether of criminal,
administrative, contractual, tortious or otherwise nature instituted or threatened against any
member of our Group and/or any act, non-performance, omission or otherwise of any
member of our Group and/or any material errors, defects, discrepancies or missing
documents in statutory records on or before the Listing Date.
Our Directors have been advised that no material liability for estate duty is likely to fall on our
Company or any of its subsidiaries in the Cayman Islands, the BVI, Hong Kong and Malaysia, being
jurisdictions in which one or more of the companies comprising our Group were incorporated.
2. Litigation
Save as disclosed in the sub-section headed “Business – Litigation and compliance” in this
prospectus, as at the Latest Practicable Date, neither our Company nor any of our subsidiaries is
engaged in any litigation or claims of material importance and no litigation or claims of material
importance is known to our Directors to be pending or threatened by or against our Company or any of
our subsidiaries, that would have a material adverse effect on our Group’s results of operations or
financial condition.
3. Sole Sponsor
The Sole Sponsor has made an application for and on behalf of our Company to the Stock
Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned
in this prospectus, including the Offer Shares and any Shares which may fall to be allotted and issued
pursuant to the Capitalisation Issue and the exercise of the Offer Size Adjustment Option or any options
that may be granted under the Share Option Scheme.
The Sole Sponsor satisfies the independence criteria applicable to sponsor as set out in Rule 6A.07
of the GEM Listing Rules.
4. Preliminary expenses
The preliminary expenses relating to the incorporation of our Company are approximately
US$4,870 and are payable by our Company.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
– V -27 –


--- page 510 ---
5. Promoter
Our Company has no promoter.
6. Qualifications of experts
The qualifications of the experts who have given reports, letters or opinions (as the case may be) in
this prospectus are as follows:
Name Qualification
Lego Corporate Finance Limited A corporation licensed under the SFO and permitted to
carry out Type 6 (advising on corporate finance)
regulated activity under the SFO
Appleby Legal advisers to our Company as to Cayman Islands law
China Insights Industry Consultancy
Limited
Industry consultant
David Lai & Tan Legal advisers to our Company as to Malaysia law
BDO Limited Certified Public Accountants and Registered Public
Interest Entity Auditor
CBRE WTW V aluation & Advisory
Sdn Bhd
Independent property valuer
7. Consents of experts
Each of the experts referred to above has given and has not withdrawn its written consent to the
issue of this prospectus with the inclusion of its reports, letters, opinions or summaries thereof (as the
case may be) and the references to its name included in this prospectus in the form and context in which
it respectively appears.
8. Sponsor’s fees
The Sole Sponsor will be paid by our Company a total fee of HK$4.8 million to act as the sole
sponsor to our Company in connection with the Listing.
9. Binding effect
This prospectus shall have the effect, if an application is made in pursuance hereof, of rendering
all persons concerned bound by all of the provisions (other than the penalty provisions) of sections 44A
and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
– V -28 –


--- page 511 ---
10. Miscellaneous
(a) Save as disclosed in this Appendix and the sections headed “History, Reorganisation and
Corporate Structure” and “Underwriting” of this prospectus, within the two years preceding
the date of this prospectus:
(i) no share or loan capital of our Company or any of our subsidiaries has been issued,
agreed to be issued or is proposed to be issued fully or partly paid either for cash or for
a consideration other than cash;
(ii) no commissions, discounts, brokerages or other special terms have been granted in
connection with the issue or sale of any share or loan capital of our Company or any of
our subsidiaries; and
(iii) no commission has been paid or payable (excluding commission payable to
sub-underwriters) for subscription, agreeing to subscribe, procuring subscription or
agreeing to procure subscription of any shares in our Company.
(b) No share or loan capital of our Company or any of our subsidiaries is under option or is
agreed conditionally or unconditionally to be put under option.
(c) No founder, management or deferred shares of our Company or any of our subsidiaries has
been issued or agreed to be issued.
(d) Our Directors confirm that, up to the date of this prospectus, save as disclosed in “Summary
– Recent developments and material adverse change”, there has been no material adverse
change in the financial or trading position or prospects of our Group since 30 June 2025
(being the date to which the latest audited combined financial statements of our Group were
made up), and there had been no event since 30 June 2025 which would materially affect the
information as shown in the Accountants’ Report.
(e) There has not been any interruption in the business of our Group which has had a material
adverse effect on the financial position of our Group in the 24 months preceding the date of
this prospectus.
(f) None of the experts named in “E. Other information – 6. Qualifications of experts” in this
Appendix:
(i) is interested beneficially or non-beneficially in any shares in any member of our Group;
or
(ii) has any right or option (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for any shares in any member of our Group.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
– V -29 –


--- page 512 ---
(g) No company within our Group is presently listed on any stock exchange or traded on any
trading system and no part of the Shares or loan capital of our Company is listed, traded or
dealt in on any other stock exchange. At present, our Company is not seeking or proposing to
seek listing of, or permission to deal in, any part of its Shares or loan capital on any other
stock exchange.
(h) Our Company has no outstanding convertible debt securities.
(i) All necessary arrangements have been made to enable the Shares to be admitted into CCASS
for clearing and settlement.
(j) There are no arrangements under which future dividends are waived or agreed to be waived.
11. Bilingual prospectus
The English language and the Chinese language versions of this prospectus are being published
separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of
Hong Kong).
12. Taxation of holders of Shares
(a) Hong Kong
Dealings in Shares registered on our Company’s Hong Kong branch register of members will
be subject to Hong Kong stamp duty.
Profits from dealings in Shares arising in or derived from Hong Kong may also be subject to
Hong Kong profits tax.
(b) Cayman Islands
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies except those which hold interests in land in the Cayman Islands.
(c) Consultation with professional advisers
Intending holders of the Shares are recommended to consult their professional advisers if
they are in any doubt as to the taxation implications of subscribing for, purchasing, holding or
disposing of or dealing in the Shares. It is emphasised that none of our Company, our Directors or
parties involved in the Share Offer accepts responsibility for any tax effect on, or liabilities of
holders of Shares resulting from their subscription for, purchase, holding or disposal of or dealing
in the Shares.
APPENDIX V STA TUTORY AND GENERAL INFORMA TION
– V -30 –


--- page 513 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of Companies in
Hong Kong for registration were, among other documents, the written consents referred to in the
paragraph headed “Statutory and General Information – E. Other information – 7. Consents of experts”
in Appendix V to this prospectus and copies of the material contracts referred to in the paragraph
headed “Statutory and General Information – B. Further information about the business of our Group –
1. Summary of material contracts” in Appendix V to this prospectus.
DOCUMENTS A V AILABLE ON DISPLA Y
Copies of the following documents will be available on display on the websites of the Stock
Exchange ( www.hkexnews.hk
) and our Company ( https://bbsbholdings.com.my/ ) up and including
the date which is 14 days from the date of this prospectus:
1. the Memorandum and the Articles of Association;
2. the accountants’ report prepared by BDO Limited, the text of which is set out in Appendix I
to this prospectus;
3. the audited consolidated financial statements of our Group for the two years ended 31
December 2024 and the six months ended 30 June 2025;
4. the report prepared by BDO Limited relating to the unaudited pro forma financial
information of our Group, the text of which is set out in Appendix II to this prospectus;
5. the Property V aluation Report prepared by CBRE WTW V aluation & Advisory Sdn Bhd, the
text of which is set out in Appendix III to this prospectus;
6. the letter of advice prepared by Appleby, the legal advisers to our Company as to Cayman
Islands law, summarising certain aspects of Cayman Islands company law referred to in
Appendix IV to this prospectus;
7. the Cayman Companies Act;
8. the legal opinion prepared by the Malaysia Legal Advisers in respect of certain aspects of our
Group;
9. the material contracts referred to in the paragraphs headed “B. Further information about the
business of our Group – 1. Summary of material contracts” in Appendix V to this prospectus;
10. the service agreements and letters of appointment referred to in the paragraphs headed “C.
Further information about Directors, management and staff – 1. Directors” in Appendix V to
this prospectus;
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLA Y
– VI-1 –


--- page 514 ---
11. the written consents referred to in the paragraphs headed “Statutory and General Information
– E. Other information – 7. Consents of experts” in Appendix V to this prospectus;
12. the Share Option Scheme; and
13. the CIC Report.
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLA Y
– VI-2 –


--- page 515 ---
BBSB International Limited
BBSB International Limited
BBSB International Limited
Sole Sponsor
Sole Overall Coordinator
Joint Bookrunners and Joint Lead Managers
Co-Managers (in alphabetical order)
SHARE OFFER
(Incorporated in the Cayman Islands with limited liability)
Stock code : 8610
