promoters and substantial shareholders the ipo, and

35
96 Registration No.: 202101026123 (1426423-D) 8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL 8.1 Promoters and substantial shareholders 8.1.1 Shareholdings in our Company The table below sets out the direct and indirect shareholdings of our Promoters and substantial shareholders in our Company since our incorporation, before the IPO, and after the IPO:- Before the IPO After the IPO As at incorporation After the Pre-IPO Reorganisation After the Offer for Sale and Public Issue Direct Indirect Direct Indirect Direct Indirect Promoters and substantial shareholders No. of Shares No. of Shares No. of Shares No. of Shares No. of Shares No. of Shares Nationality (1) % (1) % (‘000) (2) % (‘000) (2) % (‘000) (3) % (‘000) (3) % Lye Yhin Choy Malaysian 129 64.50 - - 256,710 64.50 - - 221,710 44.52 - - Kong Chia Liang Malaysian 66 33.00 - - 131,340 33.00 - - 116,340 23.36 - - Lye Thim Loong Malaysian 5 2.50 - - 9,950 2.50 - - 9,950 2.00 - - Total 200 100.00 398,000 100.00 348,000 69.88 Notes:- (1) Based on our issued share capital of 200 Shares as at incorporation. (2) Based on our issued share capital of 398,000,000 Shares after the Pre-IPO Reorganisation and before the IPO. (3) Based on our enlarged issued share capital of 498,000,000 Shares after the IPO. Save as disclosed above, there are no other changes to our Promoters’ and substantial shareholders’ direct and indirect share holdings since our incorporation. Our Promoters and substantial shareholders do not have different voting rights from our other shareholders of our Group. Save for our Promoters and substantial shareholders, we are not aware of any other person who is able to, directly or indirectly, jointly or severally, exercise control over our Company. As at the LPD, there is no arrangement between our Company and the Promoters with any third party which may result in a change in control of our Company.

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Page 1: Promoters and substantial shareholders the IPO, and

96

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

96

8.1

Prom

oter

s an

d su

bsta

ntia

l sha

reho

lder

s

8.1.

1 Sh

areh

oldi

ngs

in o

ur C

ompa

ny

The

tabl

e be

low

set

s ou

t th

e di

rect

and

indi

rect

sha

reho

ldin

gs o

f ou

r Pr

omot

ers

and

subs

tant

ial s

hare

hold

ers

in o

ur C

ompa

ny s

ince

our

in

corp

orat

ion,

bef

ore

the

IPO

, and

afte

r the

IPO

:-

B

efor

e th

e IP

O

Afte

r the

IPO

As

at i

ncor

pora

tion

Afte

r the

Pre

-IPO

Reo

rgan

isat

ion

Af

ter t

he O

ffer f

or S

ale

and

Publ

ic Is

sue

Dire

ct

Indi

rect

D

irect

In

dire

ct

Dire

ct

Indi

rect

Prom

oter

s an

d su

bsta

ntia

l sh

areh

olde

rs

N

o. o

f Sh

ares

No.

of

Shar

es

N

o. o

f Sh

ares

No.

of

Shar

es

N

o. o

f Sh

ares

No.

of

Shar

es

N

atio

nalit

y (1

) %

(1) %

(‘0

00)

(2) %

(‘0

00)

(2) %

(‘0

00)

(3) %

(‘0

00)

(3) %

Lye

Yhin

Cho

y M

alay

sian

12

9 64

.50

- -

256,

710

64.5

0 -

- 22

1,71

0 44

.52

- -

Kon

g C

hia

Lian

g M

alay

sian

66

33

.00

- -

131,

340

33.0

0 -

- 11

6,34

0 23

.36

- -

Lye

Thim

Loo

ng

Mal

aysi

an

5 2.

50

- -

9,95

0 2.

50

- -

9,95

0 2.

00

- -

Tota

l

200

100.

00

398,

000

100.

00

348,

000

69.8

8

N

otes

:- (1

) B

ased

on

our i

ssue

d sh

are

capi

tal o

f 200

Sha

res

as a

t inc

orpo

ratio

n.

(2

) B

ased

on

our i

ssue

d sh

are

capi

tal o

f 398

,000

,000

Sha

res

afte

r the

Pre

-IPO

Reo

rgan

isat

ion

and

befo

re th

e IP

O.

(3

) B

ased

on

our e

nlar

ged

issu

ed s

hare

cap

ital o

f 498

,000

,000

Sha

res

afte

r the

IPO

.

Save

as

disc

lose

d ab

ove,

ther

e ar

e no

oth

er c

hang

es to

our

Pro

mot

ers’

and

sub

stan

tial s

hare

hold

ers’

dire

ct a

nd in

dire

ct s

hare

hold

ings

sin

ce

our i

ncor

pora

tion.

Our

Pro

mot

ers

and

subs

tant

ial s

hare

hold

ers

do n

ot h

ave

diffe

rent

vot

ing

right

s fro

m o

ur o

ther

sha

reho

lder

s of

our

Gro

up.

Save

for

our

Prom

oter

s an

d su

bsta

ntia

l sha

reho

lder

s, w

e ar

e no

t aw

are

of a

ny o

ther

per

son

who

is a

ble

to, d

irect

ly o

r in

dire

ctly

, joi

ntly

or

seve

rally

, exe

rcis

e co

ntro

l ove

r our

Com

pany

. As

at th

e LP

D, t

here

is n

o ar

rang

emen

t bet

wee

n ou

r Com

pany

and

the

Prom

oter

s w

ith a

ny th

ird

party

whi

ch m

ay re

sult

in a

cha

nge

in c

ontro

l of o

ur C

ompa

ny.

Page 2: Promoters and substantial shareholders the IPO, and

97

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

97

8.1.2 Profiles of our Promoters and substantial shareholders

(i) Lye Yhin Choy, Malaysian, aged 49 Promoter, Chief Executive Officer / Executive Director Lye Yhin Choy is the Promoter, co-founder and substantial shareholder of our Group. He is the Chief Executive Officer / Executive Director of our Company and is primarily responsible for the overall strategy and corporate direction of our Group, pursuing new international business leads and overseeing the supply chain management. He has over 25 years of experience in the provision of SMT manufacturing solutions.

He graduated with a Diploma in Computer Studies from the National Centre for Information Technology, the United Kingdom in 1991. He began his career in 1992 as a Sales Engineer with Automation Industry & Systems (M) Sdn Bhd, where he carried out sales activities, technical support services and design conceptualisation for automated solutions catered towards the electronics and semiconductor industries. He left Automation Industry & Systems (M) Sdn Bhd in 1995. He joined Dai-Ichi Jitsugyo (M) Sdn Bhd in 1995 as a Sales Engineer and was involved in the sales of SMT equipment and plastic injection moulding equipment. In 1998, he left Dai-Ichi Jitsugyo (M) Sdn Bhd and joined Niche Tech (M) Sdn Bhd as a Sales Manager, where he was involved in the sales of SMT equipment. He was subsequently promoted to Branch Manager in 2000, and his job scope and responsibilities were extended to overseeing the overall operations of the company, including the financial planning and budget management, business development, sales and marketing, technical support and maintenance services in the country, amongst others. In 2002, he resigned from Niche Tech (M) Sdn Bhd. In 2002, he joined Eonly Resources Sdn Bhd, as Marketing Manager. Having built his experience and expertise in SMT manufacturing solutions for electronics and semiconductor industries, he saw the potential of the industry and the opportunity to leverage on his experience and network of suppliers and customers by acquiring 50.0% equity interest in Eonly Resources Sdn Bhd in 2004 and subsequently setting up SiP Technology in the same year. The business of Eonly Resources Sdn Bhd was then progressively transferred to SiP Technology as part of his efforts to reorganise and consolidate his business ventures. Eonly Resources Sdn Bhd was subsequently dissolved in 2006.

Lye Yhin Choy assumed his present position as Chief Executive Officer / Executive Director of our Company upon its incorporation on 6 August 2021.

Lye Yhin Choy is the brother of Lye Thim Loong, the Promoter of our Company. Save as disclosed, he does not have any family relationship with any of our other Directors and/or other substantial shareholders.

Page 3: Promoters and substantial shareholders the IPO, and

98

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

98

(ii) Kong Chia Liang, Malaysian, aged 52 Promoter, Chief Operating Officer / Executive Director Kong Chia Liang is the Promoter, co-founder and substantial shareholder of our Group. He is the Chief Operating Officer / Executive Director of our Company and is responsible for leading the sales division of our Group and overseeing all local sales activities as well as maintaining customer relationships. He has over 25 years of experience in SMT manufacturing solutions. He graduated with a Bachelor of Engineering (Electrical and Electronic) from University of Leicester, United Kingdom in 1993. He then obtained a Master of Science (Manufacturing Systems Engineering) from the Queen’s University Belfast, the United Kingdom in 1994. He began his career in 1995 as a Sales Engineer with CJF Electronics Sdn Bhd, a subsidiary of a TransTechnology Pte Ltd, and in 1998 was promoted to Assistant Sales Manager. During his tenure with the company, he was involved in the sales of SMT equipment and had built a network of suppliers and customers in the segment. He left CJF Electronics Sdn Bhd in 2004 and joined Hardware Specialty Co. Inc in 2004 as a Director and was tasked to oversee the company’s operations in Malaysia in the supply of hardware parts to the electronics industry. In the same year, he set up Hardware Specialty (M) Sdn Bhd to facilitate the sales of hardware parts to the electronics industry. He subsequently left Hardware Specialty Co. Inc in 2006 and became a non-executive Director and shareholder in Hardware Specialty (M) Sdn Bhd in 2007. He sold off his entire equity interest in the company and resigned as Director of Hardware Specialty (M) Sdn Bhd in 2021.

In 2006, he joined SiP Technology as Sales Director. Leveraging on his experience and expertise in SMT manufacturing solutions for electronics and semiconductor industries as well as his network of customers in the industry, Kong Chia Liang grew the business together with Lye Yhin Choy, and undertook the sales and marketing activities of SiP Technology. He assumed his present role as Chief Operating Officer / Executive Director of our Company upon its incorporation on 6 August 2021.

Kong Chia Liang does not have any family relationship with any of our Directors and/or substantial shareholders.

(iii) Lye Thim Loong, Malaysian, aged 57 Promoter Lye Thim Loong is a Promoter of our Company.

He obtained his certification for banking from the Institute of Bankers Malaysia in 1988. In 2003, he obtained the Certified Financial Planner license from the Financial Planning Association of Malaysia. Subsequently, in 2004, he obtained a Capital Markets Services Representative’s License from the Securities Commission Malaysia.

Page 4: Promoters and substantial shareholders the IPO, and

99

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

99

He began his career in 1987 with Southern Bank Berhad as a Dealing Clerk for the International Banking Group division, and was subsequently promoted to Corporate Dealer in 1988. During his tenure with Southern Bank Berhad, he was involved in managing foreign exchange trading activities for corporate clients. In 1991, he left Southern Bank Berhad and joined Chung Khiaw Bank Ltd as Foreign Exchange Dealer and was responsible for overseeing the foreign exchange trading activities of the bank. In 1995, he left Chung Khiaw Bank Ltd and joined Perwira Affin Bank Berhad as Senior Corporate Dealer, where he was responsible for conducting trading activities in foreign exchange with financial institutions and corporate clients. Later in 1995, he left Perwira Affin Bank Berhad and joined Allied Bank (Malaysia) Berhad as Chief Dealer, where he was involved in managing the bank’s money market and foreign exchange trading activities. In 2000, he was promoted to Acting Head of the Treasury department, where he oversaw the bank’s overall funding and daily operations.

In 2001, he left Allied Bank (Malaysia) Berhad and joined Phileo Asset Management Sdn Bhd (now known as Libra Invest Berhad) as a Fund Manager, where he managed equity unit trusts and private mandates in both foreign and local funds. In 2011, he was promoted to Deputy Chief Investment Officer and was responsible for overseeing the investment processes and implementation of investment policies and guidelines.

In 2013, he left Libra Invest Berhad and joined HL Bank Singapore as Head of Execution and Product Development, where he was involved in overseeing the execution team for equity, fixed income, foreign exchange and derivatives trading activities. In 2014, he left HL Bank Singapore and joined Hong Leong Asset Management Berhad as Senior Fund Manager, where he was responsible for managing equity unit trusts and private mandates of both local and foreign funds. In 2017, he was promoted to Head of Investment, where he was responsible for overseeing the entire investment department. In 2020, he moved to Hong Leong Islamic Asset Management Sdn Bhd and was appointed as Executive Director, Fund Management.

In July 2021, he resigned from his position as Executive Director of Hong Leong Islamic Asset Management Sdn Bhd, and is presently serving his notice period. Upon fulfilment of his notice period, he will be appointed as Chief Corporate Officer / Executive Director of our Company and will be primarily responsible for managing our Group’s corporate affairs and investor relations activities.

He is the brother of Lye Yhin Choy, the Chief Executive Officer / Executive Director of our Company. Save as disclosed, he does not have any family relationship with any of our other Directors and/or other substantial shareholders.

Page 5: Promoters and substantial shareholders the IPO, and

100

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

100

8.1.3 Payments made to our Promoters and substantial shareholders Save as disclosed below, there are no other amount or benefits paid or intended to be paid or given to our Promoters and substantial shareholders within the 2 years preceding the date of this Prospectus:- (i) remuneration and benefits in kind paid to Lye Yhin Choy and Kong Chia Liang

for the FYEs 31 December 2019 and 2020, and the period of 1 January 2021 to the LPD, set out as follows:-

Remuneration and material benefits-in-kind FYE 31 December

2019 FYE 31 December

2020 1 January 2021 to

the LPD (RM) (RM) (RM) Lye Yhin Choy 760 711 474 Kong Chia Liang 756 714 476

Further details on the remuneration and material benefits-in-kind are set out in Section 8.5 of this Prospectus.

(ii) declaration and payment of dividends to Lye Yhin Choy and Kong Chia Liang within the 2 years preceding the date of this Prospectus, in the following manner:-

Dividend declared and paid in respect of the:-

Lye Yhin Choy Kong Chia Liang Total (RM’000) (RM’000) (RM’000)

FYE 31 December 2019 4,800 1,200 6,000 FYE 31 December 2020 - Paid in 2020 13,400 6,600 20,000 - Paid in 2021 4,690 2,310 7,000

18,090 8,910 27,000

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

Page 6: Promoters and substantial shareholders the IPO, and

101

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

101

8.2

Dire

ctor

s

8.

2.1

Shar

ehol

ding

s in

our

Com

pany

Th

e fo

llow

ing

tabl

e se

ts fo

rth th

e di

rect

and

indi

rect

sha

reho

ldin

gs o

f eac

h of

our

Dire

ctor

s be

fore

and

afte

r the

IPO

, ass

umin

g ou

r Dire

ctor

s w

ill su

bscr

ibe

for t

heir

resp

ectiv

e en

title

men

ts u

nder

the

Pin

k Fo

rm A

lloca

tion

as s

et o

ut in

Sec

tion

3.3.

1(ii)

of t

his

Pros

pect

us in

full:

-

B

efor

e th

e IP

O/A

s at

the

LPD

Af

ter t

he IP

O

D

irect

In

dire

ct

Dire

ct

Indi

rect

N

o. o

f Sh

ares

(‘0

00)

N

o. o

f Sh

ares

(‘0

00)

N

o. o

f Sh

ares

(‘0

00)

N

o. o

f Sh

ares

(‘0

00)

D

irect

or

Des

igna

tion

Nat

iona

lity

(1) %

(1

) %

(2) %

(2

) %

Dat

o’ A

zman

Bin

M

ahm

ud

Inde

pend

ent N

on-E

xecu

tive

Cha

irman

M

alay

sian

-

- -

- 60

0 0.

12

- -

Lye

Yhin

Cho

y C

hief

Exe

cutiv

e O

ffice

r / E

xecu

tive

Dire

ctor

M

alay

sian

25

6,71

0 64

.50

- -

221,

710

44.5

2 -

-

Kon

g C

hia

Lian

g C

hief

Ope

ratin

g O

ffice

r / E

xecu

tive

Dire

ctor

M

alay

sian

13

1,34

0 33

.00

- -

116,

340

23.3

6 -

-

Ooi

Ley

Chi

ng

Inde

pend

ent N

on-E

xecu

tive

Dire

ctor

M

alay

sian

-

- -

- 30

0 0.

06

- -

Alw

izah

Al-Y

afii

Bin

ti A

hmad

Kam

al

Inde

pend

ent N

on-E

xecu

tive

Dire

ctor

M

alay

sian

-

- -

- 30

0 0.

06

- -

Yeat

Soo

Chi

ng

Inde

pend

ent N

on-E

xecu

tive

Dire

ctor

M

alay

sian

-

- -

- 30

0 0.

06

- -

Not

es:-

(1

) B

ased

on

our e

xist

ing

issu

ed s

hare

cap

ital c

ompr

isin

g 39

8,00

0,00

0 S

hare

s be

fore

the

IPO

.

(2)

Bas

ed o

n ou

r enl

arge

d is

sued

sha

re c

apita

l com

pris

ing

498,

000,

000

Sha

res

afte

r the

IPO

.

Not

with

stan

ding

the

Pin

k Fo

rm A

lloca

tion

rese

rved

for o

ur D

irect

ors,

our

Dire

ctor

s m

ay s

ubsc

ribe

for I

ssue

Sha

res

unde

r the

pub

lic b

allo

ting

porti

on a

s se

t out

in S

ectio

n 3.

3.1(

i) of

this

Pro

spec

tus.

Non

e of

our

Dire

ctor

s re

pres

ent a

ny c

orpo

rate

sha

reho

lder

on

our B

oard

.

Page 7: Promoters and substantial shareholders the IPO, and

102

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

102

8.2.2 Profiles of our Directors

Save for the profiles of our Promoters, Lye Yhin Choy and Kong Chia Liang as set out in Section 8.1.3 of this Prospectus, the profiles of our Directors are as follows: (i) Dato’ Azman Bin Mahmud, Malaysian aged 60

Independent Non-Executive Chairman Dato’ Azman Bin Mahmud is the Independent Non-Executive Chairman of our Company. He graduated with a Bachelor of Engineering (Agricultural) from Universiti Putra Malaysia in 1986. In 1987, he joined Reztafa Sdn Bhd as a Sales Engineer where he was tasked to undertake the sales of agriculture equipment. In 1989, he joined the Malaysian Investment Development Authority (“MIDA”) and took on various local and international roles, where he held positions as the Assistant Director, Food, Chemical and Beverages Division (in 1989), Assistant Director, Industry Promotion Division (in 1993), Deputy Director, the MIDA Chicago, in the United States (in 1994), Assistant Director, Industry Promotion Division (in 2001), and Deputy Director, Industry Promotion Division (in 2002). In 2006, he was posted to Osaka, Japan as Director of the MIDA Osaka and later, he took on the role of Director, Foreign Investment Coordination – Asia Region in 2008. He was later promoted to Senior Director, Non-Resource Industry in 2008 looking after the development of electrical and electronics, machinery, metal, transportation technology, building and lifestyle industries. He was appointed the Deputy Chief Executive Officer of the MIDA in 2011. In 2014, he was appointed Chief Executive Officer of the MIDA. During his tenure as Chief Executive Officer of the MIDA, he was responsible for leading a team in advising, formulating and recommending strategies, policies, investment and industry development programmes in the manufacturing and services sectors. He was also responsible for attracting, developing and retaining a portfolio of investors. Under his leadership as Chief Executive Officer in the MIDA, the MIDA was named as Top Investment Promotion Agency in the Asia Pacific National Category by the Site Selection Magazine USA in 2015, 2016 and 2019. Dato’ Azman Bin Mahmud retired from his position as Chief Executive Officer of the MIDA in April 2021 and currently sits on the board of directors for various companies. He is currently the Independent Non-Executive Chairman of Privasia Technology Berhad, Panasonic Manufacturing Malaysia Berhad, SME Aerospace Sdn Bhd (SMEA) and UPM Holdings Sdn Bhd. He is also an independent director of GDEX Berhad and Kulim Technology Park Corporation Sdn Bhd. In addition, he is an investment panel member of Penjana Kapital, which was established by the Ministry of Finance Malaysia since July 2020, and a board member of Invest Sabah Berhad since March 2021. He does not have any family relationships with any of our Directors and/or substantial shareholders.

Page 8: Promoters and substantial shareholders the IPO, and

103

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

103

(ii) Ooi Ley Ching, Malaysian aged 39 Independent Non-Executive Director Ooi Ley Ching is an Independent Non-Executive Director of our Company. She is the Chairman of our Audit and Risk Management Committee, and a member of our Remuneration Committee and Nomination Committee. She graduated with a Diploma in Business Studies (Accounting) from Tunku Abdul Rahman College in 2003. She later obtained her Bachelor of Science in Applied Accounting from Oxford Brookes University, United Kingdom in 2005. She completed her Association of Chartered Certified Accountants (ACCA) qualification exams in 2007. She is a member of the Malaysian Institute of Accountants since 2011. After completing her Diploma in Business Studies (Accounting) from College Tunku Abdul Rahman, she began her career in 2003 with HB Tiong & Partners as an Audit Assistant, where she was assigned to assist in financial and statutory auditing, as well as preparation of tax computations. While working as an Audit Assistant, she was pursuing her Bachelor of Science (Honours) in Applied Accounting and ACCA concurrently. After completing her Bachelor of Science in Applied Accounting from Oxford Brookes University, she left HB Tiong & Partners and joined GW Soon & Partners in 2005. During her tenure, she was involved in financial and statutory audit, preparation of financial statements, and tax computations for companies involved in various industries including manufacturing, trading and service, property development and construction. In 2007, she joined Daxon Technology Sdn Bhd as an Accountant and was responsible for managing the financial affairs of the company, including preparing budgets, and participating in the audit process and ad-hoc projects. She subsequently joined Amlex Technology Sdn Bhd, which is presently a subsidiary of Amlex Holdings Berhad, in 2009 as Accountant. She was promoted to Finance Section Manager in 2010 and subsequently to Financial Controller in 2011. During her tenure, her responsibilities included overseeing the company’s finance department, managing costs and preparing budgets. In 2013, she left and joined Southern Steel Berhad as Assistant Manager where she was responsible for managing the financial and accounting functions of the company. Later in 2013, she left Southern Steel Berhad and joined Ken Prima Cosmeceuticals Sdn Bhd as Accountant. During her tenure there, she was responsible for overseeing the company’s finance department, including overseeing financial reporting, accounting and costing. In 2016, she left Ken Prima Cosmeceuticals Sdn Bhd and re-joined Amlex Technology Sdn Bhd as Financial Controller, where she was responsible for the supervision of all finance related functions including financial reporting, audit and internal control. She was also involved in the company’s listing exercise on the LEAP Market of Bursa Securities, and was subsequently responsible for overseeing regulatory compliance and reporting. In conjunction with the listing exercise, she was transferred to Amlex Holdings Berhad as Financial Controller in 2020. She left Amlex Holdings Berhad in February 2021 and in March 2021, she founded Prominent Business Solution, which is principally involved in accounting services, financing arrangements and general insurance services. She presently oversees the overall operations and management of the company.

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Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

104

She does not have any family relationships with any of our Directors and/or substantial shareholders.

(iii) Alwizah Al-Yafii Binti Ahmad Kamal, Malaysian aged 47 Independent Non-Executive Director Alwizah Al-Yafii Binti Ahmad Kamal is an Independent Non-Executive Director of our Company. She is the Chairman of our Nomination Committee, and a member of our Audit and Risk Management Committee and Remuneration Committee.

She graduated with Bachelor of Law LLB (Honours) from University of Bristol, United Kingdom in 1997, and completed post-graduate studies in the Institute of Chartered Secretaries & Administrators at Kensington School of Business, London, United Kingdom in 1999. In 2000, she was admitted as an Advocate & Solicitor of the High Court of Malaya. She was an Associate member of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) in 2007, and was elected to the Fellowship in 2016. She is also a licenced secretary under the Companies Commission of Malaysia since 2020.

Upon her graduation in 1997, she began her pupillage at Zaid Ibrahim & Co. (now known as Zico Law) in 1998 and thereafter commenced her practice in the said firm as a Legal Associate in the capital markets and banking departments. During her tenure, she was involved in various corporate exercises, including mergers and acquisitions, legal due-diligence exercises, securitisation transactions and corporate finance.

She left Zaid Ibrahim & Co. and joined Zul Rafique & Partners as a Legal Associate in 2003. During her tenure, she represented local and international financial institutions in restructuring exercises involving public listed companies. She also provided legal advisory services on compliance with capital markets regulations and related activities.

She left Zul Rafique & Partners and joined Intellectual Property Services Sdn Bhd (now known as Zico Corporate Services Sdn Bhd) in 2006 as a Manager, and was promoted to Executive Director in 2010. During her tenure, she provided legal and corporate secretarial services which included assisting in the setting up of companies and foundations, and ensuring compliance with the relevant authorities.

In 2014, she left Intellectual Property Services Sdn Bhd and founded AKAL Corporate Advisors Sdn Bhd. She presently provides advisory services via AKAL Corporate Advisors Sdn Bhd on corporate secretarial, human resource and accounting matters to private limited companies, public companies, financial institutions and foundations. She subsequently founded AKAL Advisors PLT in 2014 to facilitate the provision of accounting and payroll services, and related training courses and seminars.

She is presently a Director of ETC Technology (Malaysia) Sdn Bhd. She is also a member of the Board of Trustees of Tun Suffian Foundation Incorporated, a not-for-profit organisation which awards Tun Suffian Scholarships to Malaysian students pursuing degrees and post graduate studies.

She does not have any family relationships with any of our Directors and/or substantial shareholders.

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Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

105

(iv) Yeat Soo Ching, Malaysian aged 45 Independent Non-Executive Director Yeat Soo Ching is an Independent Non-Executive Director of our Company. She is the Chairman of our Remuneration Committee, and a member of our Audit and Risk Management Committee and Nomination Committee.

She graduated from University of Sheffield, the United Kingdom with a Bachelor of Law in 1998 and was called to the Malaysia Bar in 2000.

Soo Ching started her career with Messrs Cheang & Ariff as a legal associate in 2000 and was subsequently made a partner in 2007. Messrs Cheang & Ariff merged with Messrs Chooi & Company in 2019 and now the merged entity is practising under the name of Messrs Chooi & Company + Cheang & Ariff.

She practices in the areas of corporate and securities laws as well as banking and finance. On capital market transactions, she has advised companies on fund raising exercises such as initial public offerings, rights issues and private placements. She has also been advising general partners of private equity/venture capital funds on the setting up of funds in Malaysia and offshore. Her banking and financing experience includes acting for lenders and major corporations on various domestic and international financing transactions.

She does not have any family relationships with any of our Directors and/or substantial shareholders.

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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istra

tion

No.

: 202

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4264

23-D

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Reg

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No.

: 202

1010

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)

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Page 12: Promoters and substantial shareholders the IPO, and

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istra

tion

No.

: 202

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23-D

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Reg

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No.

: 202

1010

2612

3 (1

4264

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8.

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istra

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)

Reg

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No.

: 202

1010

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3 (1

4264

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8.

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Page 14: Promoters and substantial shareholders the IPO, and

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: 202

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Page 15: Promoters and substantial shareholders the IPO, and

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Page 16: Promoters and substantial shareholders the IPO, and

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: 202

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V

Ste

ncil

Co

Ltd

Man

ufac

turin

g of

ste

ncils

for

PC

BA

prin

ting

appl

icat

ions

-

Dire

ctor

-

Sha

reho

lder

(In

dire

ct: 1

00.0

%)

17 D

ecem

ber 2

015

-

Syn

erge

nce

Ste

ncil

Co

Ltd

Dor

man

t – P

rese

ntly

hol

ding

sh

ares

in V

Ste

ncil

Co

Ltd

- D

irect

or

- S

hare

hold

er

(Dire

ct: 1

00.0

%)

29 M

ay 2

014

-

Pa

st d

irect

orsh

ips/

part

ners

hips

:-

M S

tenc

il S

dn B

hd

Man

ufac

turin

g of

st

anda

rd

and

cust

om la

ser s

tenc

ils

- D

irect

or

2 Ju

ly 2

014

27 M

arch

201

8

E

G G

loba

l Sdn

Bhd

W

hole

sale

of

a

varie

ty

of

good

s w

ithou

t any

par

ticul

ar

spec

ialis

atio

n

- D

irect

or

28 M

ay 2

018

24 A

ugus

t 201

8

E

cobl

aze

(M) S

dn B

hd

Dis

solv

ed.

Pre

viou

sly

invo

lved

in th

e w

hole

sale

of

indu

stria

l ch

emic

als,

w

hole

sale

of

a

varie

ty

of

good

s w

ithou

t any

par

ticul

ar

spec

ialis

atio

n an

d th

e m

anuf

actu

re

of

othe

r ch

emic

al p

rodu

cts

- D

irect

or

- S

hare

hold

er (

Dire

ct:

33.3

%)

24 O

ctob

er 2

018

-

Page 17: Promoters and substantial shareholders the IPO, and

112

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

112

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

the

LPD

N

atur

e of

rela

tions

hip

as a

t the

LPD

D

ate

of a

ppoi

ntm

ent

as d

irect

or

Dat

e of

ces

satio

n as

dire

ctor

Invo

lvem

ent

in

prin

cipa

l bu

sine

ss

activ

ities

per

form

ed o

utsi

de o

ur G

roup

ot

her t

han

dire

ctor

ship

s/pa

rtne

rshi

ps:

N

il

N

otes

:- (1

) Th

e sh

areh

olde

rs o

f CS

SSB

are

in th

e m

idst

of c

hang

ing

the

nam

e of

CS

SSB.

(2)

Syn

erge

nce

Co

Ltd

and

SiP

Tec

hnol

ogy

Asi

a C

o Lt

d ar

e pr

esen

tly d

orm

ant/i

nact

ive,

and

the

dire

ctor

s ar

e ex

plor

ing

aven

ues

to d

ispo

se o

f or d

isso

lve

SiP

Te

chno

logy

Asi

a C

o Lt

d.

(ii

i) K

ong

Chi

a Li

ang

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

at th

e LP

D

Nat

ure

of re

latio

nshi

p as

at t

he L

PD

Dat

e of

app

oint

men

t as

dire

ctor

D

ate

of c

essa

tion

as d

irect

or

Pr

esen

t dire

ctor

ship

s/pa

rtne

rshi

ps:-

CS

SS

B(1)

S

oftw

are

deve

lopm

ent

in

resp

ect o

f ER

P a

pplic

atio

ns.

C

SS

SB

com

men

ced

its

busi

ness

ac

tiviti

es

in

Oct

ober

20

20

and

is

pres

ently

in

de

velo

pmen

t st

ages

of i

ts E

RP

sof

twar

e

- D

irect

or

- S

hare

hold

er

(Dire

ct: 3

3.3%

)

12 O

ctob

er 2

020

-

Syn

ext

D

istri

buto

r of

co

nsum

able

pr

oduc

ts

for

elec

troni

cs

man

ufac

turin

g ap

plic

atio

ns

- D

irect

or

- S

hare

hold

er

(Dire

ct: 3

3.3%

)

7 S

epte

mbe

r 201

6 -

Page 18: Promoters and substantial shareholders the IPO, and

113

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

113

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

at th

e LP

D

Nat

ure

of re

latio

nshi

p as

at t

he L

PD

Dat

e of

app

oint

men

t as

dire

ctor

D

ate

of c

essa

tion

as d

irect

or

Ray

dian

t Sdn

Bhd

In

vest

men

t ho

ldin

g co

mpa

ny

- D

irect

or

- S

hare

hold

er

(Dire

ct: 5

0.0%

)

9 A

pril

2021

-

S

yner

genc

e C

o Lt

d(2)

Dor

man

t -

Dire

ctor

-

Sha

reho

lder

(D

irect

: 50.

0%)

11 J

une

2012

-

SiP

Tec

hnol

ogy

Asi

a C

o Lt

d(2)

Pre

sent

ly in

activ

e

- D

irect

or

- S

hare

hold

er

(Dire

ct: 3

3.3%

)

15 D

ecem

ber 2

016

-

Pa

st d

irect

orsh

ips/

part

ners

hips

:-

Har

dwar

e S

peci

alty

(M) S

dn B

hd

Age

nt

of

fast

ener

s,

elec

troni

cs

hard

war

e an

d co

mpo

nent

s

- D

irect

or

- S

hare

hold

er

(Dire

ct: 5

0.0%

)

24 J

anua

ry 2

007

31 M

ay 2

021

M

Ste

ncil

Sdn

Bhd

M

anuf

actu

ring

of

stan

dard

an

d cu

stom

lase

r ste

ncils

-

Dire

ctor

2

July

201

4 27

Mar

ch 2

018

E

cobl

aze

(M) S

dn B

hd

Dis

solv

ed.

Pre

viou

sly

invo

lved

in th

e w

hole

sale

of

indu

stria

l ch

emic

als,

w

hole

sale

of

a

varie

ty

of

good

s w

ithou

t any

par

ticul

ar

spec

ialis

atio

n an

d th

e m

anuf

actu

re

of

othe

r ch

emic

al p

rodu

cts

- D

irect

or

- S

hare

hold

er (D

irect

: 33

.3%

)

24 O

ctob

er 2

018

-

Page 19: Promoters and substantial shareholders the IPO, and

114

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

114

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

at th

e LP

D

Nat

ure

of re

latio

nshi

p as

at t

he L

PD

Dat

e of

app

oint

men

t as

dire

ctor

D

ate

of c

essa

tion

as d

irect

or

In

volv

emen

t in

prin

cipa

l bus

ines

s ac

tiviti

es p

erfo

rmed

out

side

our

G

roup

oth

er th

an

dire

ctor

ship

s/pa

rtne

rshi

ps:

N

il

Not

es:-

(1)

The

shar

ehol

ders

of C

SSS

B ar

e in

the

mid

st o

f cha

ngin

g th

e na

me

of C

SSS

B.

(2)

Syn

erge

nce

Co

Ltd

and

SiP

Tec

hnol

ogy

Asi

a C

o Lt

d ar

e pr

esen

tly d

orm

ant/i

nact

ive,

and

the

dire

ctor

s ar

e ex

plor

ing

aven

ues

to d

ispo

se o

f or d

isso

lve

SiP

Te

chno

logy

Asi

a C

o Lt

d.

TH

E R

EST

OF

THIS

PAG

E H

AS B

EEN

INTE

NTI

ON

ALLY

LEF

T B

LAN

K

Page 20: Promoters and substantial shareholders the IPO, and

115

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

115

(iv)

Ooi

Ley

Chi

ng

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

at th

e LP

D

Nat

ure

of re

latio

nshi

p as

at t

he L

PD

Dat

e of

app

oint

men

t as

dire

ctor

D

ate

of c

essa

tion

as d

irect

or

Pr

esen

t dire

ctor

ship

s/pa

rtne

rshi

ps:-

P

rom

inen

t Bus

ines

s S

olut

ion

P

rovi

sion

of

ac

coun

ting

serv

ices

, fin

anci

ng

arra

ngem

ents

an

d ge

nera

l in

sura

nce

serv

ices

- S

ole

prop

rieto

r D

ate

of e

ntry

as

sole

pr

oprie

tor:

4 M

arch

20

21

-

Past

dire

ctor

ship

s/pa

rtne

rshi

ps:-

A

mle

x H

oldi

ngs

Bhd

In

vest

men

t ho

ldin

g.

The

subs

idia

ries

are

invo

lved

in

elec

tro-p

latin

g,

asse

mbl

y of

se

mic

ondu

ctor

and

ele

ctro

nic

prod

ucts

, an

d m

anuf

actu

ring

of

lead

fra

me

for

mic

roel

ectro

-mec

hani

cal

syst

em

and

opto

elec

troni

c se

nsor

s

- D

irect

or

19 M

arch

201

8 5

June

201

8

In

volv

emen

t in

prin

cipa

l bus

ines

s ac

tiviti

es p

erfo

rmed

out

side

our

G

roup

oth

er th

an

dire

ctor

ship

s/pa

rtne

rshi

ps:

N

il

Page 21: Promoters and substantial shareholders the IPO, and

116

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

116

(v)

Alw

izah

Al-Y

afii

Bin

ti Ah

mad

Kam

al

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

at th

e LP

D

Nat

ure

of re

latio

nshi

p as

at t

he L

PD

Dat

e of

app

oint

men

t as

dire

ctor

D

ate

of c

essa

tion

as d

irect

or

Pr

esen

t dire

ctor

ship

s/pa

rtne

rshi

ps:-

ETC

Tec

hnol

ogy

Mal

aysi

a S

dn B

hd

R

epai

r an

d m

aint

enan

ce o

f in

dust

rial

mac

hine

ry

and

equi

pmen

t

- D

irect

or

20 J

anua

ry 2

017

-

AK

AL

Cor

pora

te A

dvis

ors

Sdn

Bhd

Adv

isor

s an

d co

nsul

tant

s an

d to

re

nder

se

cret

aria

l, m

anag

emen

t, co

mm

erci

al,

finan

cial

, tre

asur

y an

d ot

her

rela

ted

serv

ices

- D

irect

or

- S

hare

hold

er (D

irect

: 60

%)

1 O

ctob

er 2

013

-

A

KA

L A

dvis

ors

PLT

B

usin

ess

man

agem

ent

cons

ulta

ncy

serv

ices

, ac

coun

ting,

boo

kkee

ping

and

au

ditin

g ac

tiviti

es,

and

tax

cons

ulta

ncy

- P

artn

er

22 M

ay 2

014

Pa

st d

irect

orsh

ips/

part

ners

hips

:-

SR

L A

dvis

ory

Sdn

Bhd

Dis

solv

ed.

Pre

viou

sly

invo

lved

in

le

gal

activ

ities

ot

her

man

agem

ent

cons

ulta

ncy

activ

ities

- D

irect

or

- S

hare

hold

er (D

irect

: 33

.3%

)

16 N

ovem

ber 2

017

-

Sho

ppin

g B

ag (M

) Sdn

Bhd

In th

e pr

oces

s of

win

ding

-up.

P

revi

ousl

y in

volv

ed in

impo

rt of

ch

ocol

ate,

ch

ocol

ate

prod

ucts

an

d su

gar

conf

ectio

nery

- D

irect

or

30 S

epte

mbe

r 201

4 23

Jun

e 20

17

Page 22: Promoters and substantial shareholders the IPO, and

117

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

)

8.

INFO

RM

ATIO

N O

N O

UR

PR

OM

OTE

RS,

SU

BST

ANTI

AL S

HAR

EHO

LDER

S, D

IREC

TOR

S, K

EY S

ENIO

R M

ANAG

EMEN

T AN

D T

ECH

NIC

AL

PER

SON

NEL

(con

t’d)

117

Com

pany

Pr

inci

pal b

usin

ess

activ

ities

as

at th

e LP

D

Nat

ure

of re

latio

nshi

p as

at t

he L

PD

Dat

e of

app

oint

men

t as

dire

ctor

D

ate

of c

essa

tion

as d

irect

or

-

ETC

Aer

otec

h (M

) Sdn

Bhd

Dis

solv

ed.

Pre

viou

sly

dorm

ant

- D

irect

or

9 A

pril

2014

-

In

volv

emen

t in

prin

cipa

l bus

ines

s ac

tiviti

es p

erfo

rmed

out

side

our

G

roup

oth

er th

an

dire

ctor

ship

s/pa

rtne

rshi

ps:

N

il

(v

i) Ye

at S

oo C

hing

C

ompa

ny

Prin

cipa

l bus

ines

s ac

tiviti

es a

s at

the

LPD

N

atur

e of

rela

tions

hip

as a

t the

LPD

D

ate

of a

ppoi

ntm

ent

as p

artn

er

Dat

e of

ces

satio

n as

par

tner

Pres

ent d

irect

orsh

ips/

part

ners

hips

:-

Cho

oi &

Com

pany

+ C

hean

g &

Arif

f La

w fi

rm

- P

artn

er

1 Ja

nuar

y 20

07

-

Past

dire

ctor

ship

s/pa

rtne

rshi

ps:-

N

il

Invo

lvem

ent i

n pr

inci

pal b

usin

ess

activ

ities

per

form

ed o

utsi

de o

ur

Gro

up o

ther

than

di

rect

orsh

ips/

part

ners

hips

:

Nil

Page 23: Promoters and substantial shareholders the IPO, and

118

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

118

The involvement and/or interests of our Directors mentioned above in other principal business activities outside of our Group will not affect their commitment and responsibilities to our Group in their respective roles as our Directors. Our Board is of the opinion that the interests held by Lye Yhin Choy and Kong Chia Liang in the abovementioned companies would not give rise to a conflict of interest situation with our business, as set out in Section 10.1 of this Prospectus.

8.3 Board practice 8.3.1 Directorship

In accordance with our Constitution, the Directors shall have the power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with our Constitution which is 9 directors. Any person appointed as director, either to fill a casual vacancy or as an addition to the existing Directors, shall hold office only until the next AGM and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. Our Board has adopted the following responsibilities for effective discharge of its functions:- (i) to provide leadership and oversee the overall conduct of our Group’s

businesses to ensure that our businesses are being properly managed;

(ii) to review and adopt strategic plans for our Group and to ensure that such strategic plans and the risk, performance and sustainability thereon are effectively integrated and appropriately balanced;

(iii) to review and adopt corporate governance best practices in relation to risk

management, legal and compliance management and internal control systems to safeguard our Group’s reputation, and our employees and assets and to ensure compliance with applicable laws and regulations;

(iv) to ensure that our Company has effective Board committees as required by the

applicable laws, regulations, rules, directives and guidelines and as recommended by the Malaysian Code on Corporate Governance;

(v) to review and approve our annual business plans, financial statements and

annual reports;

(vi) to monitor the relationship between our Group and our management, shareholders and stakeholders, and to develop and implement an investor relations programme or shareholders’ communications policy for our Group; and

(vii) to appoint our Board committees, to delegate powers to such committees, to review the composition, performance and effectiveness of such committees, and to review the reports prepared by our Board committees and deliberate on the recommendations thereon.

Page 24: Promoters and substantial shareholders the IPO, and

119

Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D)

8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL (cont’d)

119

As at the LPD, the details of the date of expiration of the current term of office for each of our Directors and the period that each of our Directors has served in office are as follows:-

Name

Date of appointment as

Director Date of expiration of the current term of office(1)

Approximate no. of years in

office Dato’ Azman Bin Mahmud

23 September 2021

subject to retirement at AGM 2021

Less than 1 year

Lye Yhin Choy 6 August 2021 subject to retirement at AGM 2021

Less than 1 year

Kong Chia Liang 6 August 2021 subject to retirement at AGM 2021

Less than 1 year

Ooi Ley Ching 23 September 2021

subject to retirement at AGM 2021

Less than 1 year

Alwizah Al-Yafii Binti Ahmad Kamal

23 September 2021

subject to retirement at AGM 2021

Less than 1 year

Yeat Soo Ching 23 September 2021

subject to retirement at AGM 2021

Less than 1 year

Note:- (1) Pursuant to our Constitution, an election of Directors shall take place each year at the

annual general meeting of the Company where one third (1/3) of the Directors for the time being or, if their number is not three (3) or a multiple of three (3), then the number nearest to one third (1/3) shall retire from office and be eligible for re-election PROVIDED ALWAYS THAT all Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires.

In addition, pursuant to our Constitution, the Directors to retire in each year shall be those who have been the longest in office since their last election, but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. All Directors shall retire during the first AGM of our Company, which will be held in 2022.

8.3.2 Audit and Risk Management Committee

The composition of our Audit and Risk Management Committee is set out below:-

Name Designation Directorship Ooi Ley Ching Chairman Independent Non-Executive Director Alwizah Al-Yafii Binti Ahmad Kamal

Member Independent Non-Executive Director

Yeat Soo Ching Member Independent Non-Executive Director The terms of reference of our Audit and Risk Management Committee, amongst others, include the following:- (i) to ensure openness, integrity and accountability in our Group’s activities so as

to safeguard the rights and interests of our shareholders;

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(ii) to review and approve our quarterly and annual financial statements for recommendation to our Board, focusing in particular on any changes in or implementation of major accounting policies and practices, significant and unusual events, significant adjustments arising from the audit, going concern assumption and compliance with accounting standards and other regulatory or legal requirements;

(iii) to provide assistance to our Board in fulfilling its fiduciary responsibilities relating to corporate accounting and reporting practices;

(iv) to improve our Group’s business efficiency, the quality of accounting and audit function and strengthening of public’s confidence in our reported results;

(v) to oversee and recommend to our Board the risk management framework and policies of our Group;

(vi) to advise our Board on setting appropriate policies on internal control and seek assurance that our systems are adequate and functioning effectively to address the risks;

(vii) to maintain a direct line of communication between our Board and the external

and internal auditors; (viii) to enhance the independence of our external and internal auditors; (ix) to create a climate of discipline and control, this will reduce the opportunity for

fraud; (x) to monitor and review matters relating to related party transactions entered into

by our Group and any conflict of interests situations that may arise within our Group;

(xi) to recommend our Board regarding the appointment of the external auditors,

to consider their independence, the adequacy of experience, audit fee and any issue regarding resignation or dismissal;

(xii) to determine our level of risk tolerance and actively identify, assess and monitor key business risks to safeguard our shareholders’ investments and our assets;

(xiii) to ensure that our Board conducts an annual review and periodic testing of our internal control and risk management; and

(xiv) to obtain advice from independent parties and other professionals, where necessary, in discharging their duties.

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121

8.3.3 Remuneration Committee The composition of our Remuneration Committee is set out below:-

Name Designation Directorship Yeat Soo Ching Chairman Independent Non-Executive Director Ooi Ley Ching Member Independent Non-Executive Director Alwizah Al-Yafii Binti Ahmad Kamal

Member Independent Non-Executive Director

The terms of reference of our Remuneration Committee, amongst others, include the following:- (i) to provide assistance to our Board in determining the remuneration of our

Executive Directors and key senior management. In fulfilling this responsibility, our Remuneration Committee is to ensure that our Executive Directors and our key senior management:- (a) are fairly rewarded for their individual contributions to overall

performance; (b) that the compensation is reasonable in light of our objectives; and (c) that the compensation is similar to other companies;

(ii) to review and recommend on an annual basis, the performance or our

Directors and our key senior management, and recommend to our Board specific adjustments in remuneration and/or reward payments to be passed at a general meeting;

(iii) to establish our Executive Directors’ goals and objectives; and

(iv) to review our Executive Directors’ performance against the goals and objective set.

8.3.4 Nomination Committee

The composition of our Nomination Committee is set out below:-

Name Designation Directorship Alwizah Al-Yafii Binti Ahmad Kamal

Chairman Independent Non-Executive Director

Ooi Ley Ching Member Independent Non-Executive Director Yeat Soo Ching Member Independent Non-Executive Director

The terms of reference of our Nomination Committee, amongst others, include the following:- (i) to identify, assess and recommend to our Board, candidates for our board

directorships, having regard to their expertise, experience, ad other core competencies, potential conflict of interest, contribution and integrity which the Directors should bring to the Board;

(ii) to recommend to our Board, directors to fill the seats on our Board committees;

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122

(iii) to access and evaluate, on an annual basis, or as required, the desirability of the overall composition of our Board and the balance amongst executive, non-executive and independent directors;

(iv) to evaluate the effectiveness of our Board and Board committees (including its

size and composition) and contributions of each individual director;

(v) to determine the independence of each Director annually and the independent director can bring independence and objective judgement to board deliberations;

(vi) to review and ensure an appropriate framework and plan for our Board

succession; and

(vii) to ensure that our Directors received appropriate induction programs and undergo continuous training to enhance their performance.

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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istra

tion

No.

: 202

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4264

23-D

)

Reg

istra

tion

No.

: 202

1010

2612

3 (1

4264

23-D

) 8.

IN

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123

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124

8.4.2 Profiles of our key senior management and technical personnel

Save for the profiles of our Promoters, Lye Yhin Choy and Kong Chia Liang as set out in Section 8.1.2 of this Prospectus, the profiles of our key senior management and technical personnel are as follows:- (i) Goh Mu Xuan, Malaysian, aged 33

Chief Financial Officer Goh Mu Xuan is the Chief Financial Officer of Cnergenz. He is responsible for overseeing our Group’s overall finance, accounting, tax and human resources functions.

He graduated with a Diploma in Business Studies (Accounting) from Tunku Abdul Rahman College in 2008. He subsequently obtained an Advanced Diploma in Business Studies (Accounting) from Tunku Abdul Rahman College in 2010. He completed his ACCA qualification exams in 2012 and was admitted as a Member with the ACCA in 2014. He was admitted as a Member with the Malaysian Institute of Accountants in 2015. In 2019, he was registered as an Asean Chartered Professional Accountant with the ASEAN Chartered Professional Accountants. He is presently a Fellow with the ACCA.

He began his career in 2011 when he joined BDO Malaysia (presently known as BDO PLT) as an Audit Associate. He was later promoted to Senior Audit Associate in 2012, and subsequently to Assistant Manager in 2015. During his tenure, he was involved in conducting audit for companies involved in a diverse range of industries including trading, manufacturing, property development, and construction.

In 2015, he left BDO Malaysia to join United Oil Palm Industries Sdn Bhd as Group Accountant in 2015. In 2019, he was promoted to Chief Financial Officer. During his tenure, he was responsible for overseeing the finance, accounting, tax, human resources and administrative functions of the group.

In 2020, he left United Oil Palm Industries Sdn Bhd and joined SiP Technology as Financial Controller in February 2021. He assumed his present position as Chief Financial Officer of our Company upon its incorporation on 6 August 2021.

He does not have any family relationship with any of our Directors and/or substantial shareholders.

(ii) Jerry Tan Kok Seong, Malaysian, aged 50 Service Manager Jerry Tan Kok Seong is the Service Manager of SiP Technology. He is primarily responsible for leading SiP Technology’s engineering division and overseeing all operational activities relating to the assembly, integration and configuration of solutions, and technical support, maintenance, upgrade and calibration services.

He graduated with a Diploma in Electronic Engineering from Institut Teknologi Dan Pengurusan Lebuh Victoria, Penang, Malaysia in December 1993.

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125

Upon graduation, he joined Canon Marketing (M) Sdn Bhd in 1994 as a Service Technician and was involved in providing technical support services for office automation equipment such as fax machines and typewriters. In 1998, he left Canon Marketing (M) Sdn Bhd to join Niche Tech (M) Sdn Bhd as Service Engineer, where he was involved in carrying out technical support and maintenance services for SMT manufacturing solutions. He subsequently left Niche Tech (M) Sdn Bhd in 2004. He joined SiP Technology upon its incorporation in 2004 as a Service Engineer. In 2005, he left SiP Technology and to join Assembleon Singapore Pte Ltd in Malaysia as a Field Service Engineer. He resigned from Assembleon Singapore Pte Ltd in the same year and rejoined SiP Technology as an Assistant Service Manager in 2005. He was later promoted to Service Manager in 2006. Since joining SiP Technology, he has been tasked to oversee the operational aspects of solution services involving the assembly, integration and configuration of the solutions, as well as technical support, maintenance, upgrade and calibration. He does not have any family relationship with any of our Directors and/or substantial shareholders.

(iii) Teoh Jit Heng, Malaysian, aged 40

Training and Application Manager Teoh Jit Heng is the Training and Application Manager of SiP Technology. He is primarily responsible for developing training materials and conducting product training for our Group’s solutions as well as overseeing product study and simulation processes.

He graduated with a Business and Technology Education Council (BTEC) Higher National Diploma in Mechanical Engineering from Penang Skills Development Centre, Malaysia, in 2004. He is currently pursuing his Masters of Quality Management in Open University Malaysia. He began his career in 2003, with OTEC Solution as a Technician, where he was involved in the assembly of electrical and electronic components and wiring works. In 2006, he joined Hock Lee Industrial Sdn Bhd as a Senior Service Technician and was involved in the installation, technical support and maintenance of automotive equipment. In 2009, he resigned and joined Jabil Circuit Sdn Bhd as a Process Technician, where he was responsible for overseeing the production line systems to carry out SMT processes. In 2011, he joined SiP Technology as a Service Engineer and was responsible for undertaking the assembly, integration and configuration of our solutions, and technical support, maintenance, upgrade and calibration services. In 2019, he was promoted to Senior Service Engineer. In 2020, he resigned from SiP Technology and joined Micron (M) Sdn Bhd as Senior Process Engineer, where he was involved in overseeing the process of producing the test equipment to test and inspect the company’s products. In 2021, he left Micron (M) Sdn Bhd and returned to our Group, assuming his present role as Training and Application Manager. Teoh Jit Heng does not have any family relationship with any of our Directors and/or substantial shareholders.

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8.5 Remuneration of Directors, key senior management and technical personnel

8.5.1 Directors The aggregate remuneration and material benefits-in-kind (which includes contingent or deferred remuneration) paid or expected to be paid to the Directors for services rendered in all capacities to our Group for the FYE 31 December 2020 and FYE 31 December 2021 are as follows:- (i) FYE 31 December 2020 (Paid)

Name

Fixed and non-deferred remuneration

Variable and non-deferred remuneration Total

Director’s Fee

(RM’000) Salary

(RM’000)

Contributions to EPF and

SOCSO (RM’000)

Bonus (RM’000)

Allowances and benefit-

in-kind (RM’000)

Paid as at the LPD

(RM’000)

Expected to be paid (RM’000)

Total (RM’000)

Lye Yhin Choy - 600 73 - 38 711 - 711 Kong Chia

Liang - 600 73 - 41 714 - 714

(ii) FYE 31 December 2021 (Proposed)

Name

Fixed and non-deferred remuneration

Variable and non-deferred remuneration Total

Director’s Fee

(RM’000) Salary

(RM’000)

Contributions to EPF and

SOCSO (RM’000)

Bonus (RM’000)

Allowances and benefit-

in-kind (RM’000)

Paid as at the LPD

(RM’000)

Expected to be paid (RM’000)

Total (RM’000)

Dato' Azman Bin Mahmud(1)

30 - - - 3 - 33 33

Lye Yhin Choy - 600 73 - 38 474 237 711 Kong Chia

Liang - 600 73 - 41 476 238 714

Ooi Ley Ching(1) 12 - - - 3 - 15 15 Alwizah Al-Yafii

Binti Ahmad Kamal(1)

12 - - - 3 - 15 15

Yeat Soo Ching(1)

12 - - - 3 - 15 15

Note:- (1) The Director’s Fee for our Independent Non-Executive Chairman and Independent Non-Executive

Directors have been pro-rated based on their date of appointment to our Board, i.e. 23 September 2021.

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8.5.2 Key senior management and technical personnel The aggregate remuneration and material benefits-in-kind paid and proposed to be paid to our key senior management and technical personnel for services rendered in all capacities to our Group for the FYE 31 December 2020 and FYE 31 December 2021 are set out as follows:-

Remuneration band

FYE 31 December 2020 Proposed for FYE 31

December 2021 (RM’000) (RM’000)

Goh Mu Xuan(1) - 101-150 Jerry Tan Kok Seong 301-350 301-350 Teoh Jit Heng 101-150 101-150

Note:- (1) Goh Mu Xuan joined our Group as Financial Controller of SiP Technology in February 2021.

8.6 Principal directorships and principal business activities outside our Group

Save as disclosed below and in Section 8.2.3 of this Prospectus (in respect of Lye Yhin Choy and Kong Chia Liang), none our key senior management and technical personnel has any principal directorships within the past 5 years up to the LPD, or involvement in principal business activities performed outside our Group as at the LPD:- (i) Goh Mu Xuan

Company

Principal business activities as at the

LPD

Nature of relationship as

at the LPD

Date of appointment as

director

Date of cessation as

director Present directorships/partnerships:-

MXGS Global Solution Bookkeeping

services, company secretarial services, business consulting services, business management, office administrative service activities

- Partner Date of entry as partner: 22 March 2017

-

Past directorships/partnerships:-

UOP Pelita (Majau POI) Sdn Bhd

Growing of oil palm, trading of palm oil and activities of holding companies

- Director 1 April 2017 9 November 2020

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Company

Principal business activities as at the

LPD

Nature of relationship as

at the LPD

Date of appointment as

director

Date of cessation as

director

Involvement in principal business activities performed outside our Group other than directorships/partnerships:

Nil

(ii) Teoh Jit Heng

Company

Principal business activities as at the

LPD

Nature of relationship as

at the LPD

Date of appointment as

director

Date of cessation as

director Present directorships/partnerships:-

Million Autoparts Sdn Bhd Wholesale and retail

sale of all kinds of parts, components, suppliers, tools and accessories for motor vehicles

- Director - Shareholder

(Direct: 20.0%)

22 November 2019

-

Past directorships/partnerships:-

Nil

Involvement in principal business activities performed outside our Group other than directorships/partnerships:

Nil

The involvement of our key senior management and technical personnel mentioned above in other principal business activities outside of our Group will not affect their commitment and responsibilities to our Group in their respective roles.

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8.7 Declaration from our Promoters, Directors, key senior management and technical personnel

As at the LPD, save as disclosed below, none of our Promoters, Directors, key senior management and technical personnel is or has been involved in any of the following events (whether in or outside Malaysia):- (i) in the last 10 years, a petition under any bankruptcy or insolvency laws was filed (and

not struck out) against such person or any partnership in which such person was a partner or any corporation of which such person was a director or member of key senior management;

(ii) such person was disqualified from acting as a director of any corporation, or from taking part directly or indirectly in the management of any corporation;

(iii) in the last 10 years, such person was charged or convicted in a criminal proceeding or is a named subject of a pending criminal proceeding;

(iv) in the last 10 years, any judgment was entered against such person, or finding of fault, misrepresentation, dishonesty, incompetence or malpractice on such person’s part, involving a breach of any law or regulatory requirement that relates to the capital market;

(v) in the last 10 years, such person was the subject of any civil proceeding, involving an allegation of fraud, misrepresentation, dishonesty, incompetence or malpractice on such person’s part that relates to the capital market;

(vi) such person was the subject of any order, judgment or ruling of any court, government,

or regulatory authority or body temporarily enjoining such person from engaging in any type of business practice or activity;

(vii) in the last 10 years, such person has been reprimanded or issued any warning by any regulatory authority, securities or derivatives exchange, professional body or government agency; and

(viii) any unsatisfied judgment against such person.

8.8 Family relationships and/or associates

Save for Lye Yhin Choy and Lye Thim Loong, who are brothers, there is no other family relationship and/or association between any of our Promoters, substantial shareholders, Directors, key senior management and technical personnel as at the LPD.

8.9 Service agreements

None of our Directors, key senior management or technical personnel has any existing or proposed service agreement with our Group as at the LPD.

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istra

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No.

: 202

1010

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4264

23-D

) 8.

IN

FOR

MAT

ION

ON

OU

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RO

MO

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KEY

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ICAL

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RSO

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EL (c

ont’d

)

130

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