promoters and substantial shareholders

64
33 Registration No.: 199601027709 (400061-H) 4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT 4.1 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS 4.1.1 Promoters and substantial shareholders’ shareholdings The details of our Promoters and substantial shareholders and their respective shareholdings in our Company before and after the IPO are as follows: Nationality/ Country of incorporation Before the IPO/As at the LPD After the IPO <----------Direct----------> <---------Indirect---------> <----------Direct--------> <---------Indirect---------> No. of Shares % (1) No. of Shares % (1) No. of Shares % (2) No. of Shares % (2) Promoters and substantial shareholders IHAA Capital Malaysia 465,672,400 45.37 - - 465,672,400 39.46 - - Datuk Gregory Malaysian - - 465,672,400 (3) 45.37 - - 465,672,400 (3) 39.46 Wan Nasir bin Wan Mustafha Malaysian - - 465,672,400 (3) 45.37 - - 465,672,400 (3) 39.46 Lim Pheck Joo Singaporean - - 465,672,400 (3) 45.37 - - 465,672,400 (3) 39.46 Substantial shareholders VT Global Fund Singapore 165,894,220 16.16 - - 165,894,220 14.06 - - Fortress Malaysia 148,590,200 14.48 - - 88,590,200 7.50 Centennial Salute Malaysia 104,730,840 10.20 104,730,840 8.88 Urbanfirst Malaysia 104,730,820 10.20 104,730,820 8.88 Yong Peng Tak Malaysian - - 209,639,860 (4) 20.42 - - 209,639,860 (4) 17.77 Timothy Yong Zhangwen Malaysian 178,200 0.02 104,730,820 (5) 10.20 178,200 0.01 104,730,820 (5) 8.88

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Page 1: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

33

Reg

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No.

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Page 2: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

34

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATI

ON

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OM

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(CO

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34

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

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)

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ntry

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se, d

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ls o

f whi

ch a

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et o

ut in

Sec

tion

5.1.

2 of

this

Pro

spec

tus.

(2

) Ba

sed

on th

e en

larg

ed is

sued

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,000

,000

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res

upon

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his

/her

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IHA

A C

apita

l pur

suan

t to

Sec

tion

8 of

the

Act.

(4)

Dee

med

inte

rest

ed b

y vi

rtue

of h

is s

on, T

imot

hy Y

ong

Zhan

gwen

’s s

hare

hold

ing

in P

arag

rene

Lan

d an

d hi

s sh

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ng in

Urb

anfir

st a

nd

Cen

tenn

ial S

alut

e pu

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nt to

Sec

tion

8 of

the

Act

(5)

Dee

med

inte

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ed b

y vi

rtue

of h

is s

hare

hold

ing

in U

rban

first

pur

suan

t to

Sect

ion

8 of

the

Act.

(6)

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med

inte

rest

ed b

y vi

rtue

of h

er s

hare

hold

ing

in C

ente

nnia

l Sal

ute

purs

uant

to S

ectio

n 8

of th

e Ac

t.

Page 3: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

35

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’D

)

35

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

As d

iscl

osed

in t

he t

able

abo

ve,

Dat

uk G

rego

ry,

Wan

Nas

ir bi

n W

an M

usta

fha

and

Lim

Phe

ck J

oo (

all

are

our

Prom

oter

s an

d su

bsta

ntia

l sh

areh

olde

rs)

thro

ugh

thei

r sh

areh

oldi

ngs

in IH

AA C

apita

l, ex

erci

se c

ontro

l ove

r ou

r C

ompa

ny. S

ave

as d

iscl

osed

abo

ve, o

ur D

irect

ors

are

not

awar

e of

any

oth

er p

erso

n w

ho, d

irect

ly o

r ind

irect

ly, j

oint

ly o

r sev

eral

ly, e

xerc

ises

con

trol o

ver o

ur C

ompa

ny.

As a

t the

LPD

, our

Pro

mot

ers

and

subs

tant

ial s

hare

hold

ers

have

the

sam

e vo

ting

right

s w

ith e

ach

othe

r. Af

ter t

he IP

O, o

ur P

rom

oter

s an

d su

bsta

ntia

l sh

areh

olde

rs w

ill ha

ve t

he s

ame

votin

g rig

hts

with

oth

er s

hare

hold

ers

of o

ur G

roup

. Th

ere

is n

o ar

rang

emen

t be

twee

n ou

r C

ompa

ny a

nd o

ur

shar

ehol

ders

with

any

third

par

ties,

the

oper

atio

n of

whi

ch m

ay re

sult

in th

e ch

ange

and

con

trol o

f our

Com

pany

.

Page 4: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

36

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

36

Registration No.: 199601027709 (400061-H)

4.1.2 Profiles of our Promoters and Substantial Shareholders

The profiles of our Promoters and substantial shareholders are as follows:

(i) IHAA Capital

Promoter and substantial shareholder

IHAA Capital is our Promoter and substantial shareholder. It was incorporated in Malaysia under the Companies Act 1965 on 19 March 2014 and is deemed registered under the Act as a private limited company. IHAA Capital was previously known as IHAA Holding Sdn Bhd and the change of name was effected on 11 August 2021. As at the LPD, the issued share capital of IHAA Capital is RM400,000 comprising 400,000 ordinary shares. The principal activity of IHAA Capital is investment holding. As at the LPD, the directors of IHAA Capital are Datuk Gregory, Wan Nasir bin Wan Mustafha and Lim Pheck Joo. The shareholders and their respective shareholdings in IHAA Capital as at the LPD are as follows:

Shareholders

<-------Direct-------> <----Indirect-----> Nationality

No. of ordinary

shares

% No. of ordinary

shares

%

Datuk Gregory Malaysian 159,488 39.87 - - Wan Nasir bin Wan Mustafha

Malaysian 126,268 31.57 - -

Lim Pheck Joo Singaporean 114,244 28.56 - -

Save for its investment in Paragrene Land, IHAA Capital does not have any subsidiary or associated company as at the LPD.

Page 5: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

37

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

37

Registration No.: 199601027709 (400061-H)

(ii) Datuk Gregory Managing Director, Promoter and substantial shareholder

Datuk Gregory, a Malaysian, aged 46, is our Managing Director, Promoter and substantial shareholder. He was appointed to our Board on 11 November 2015 and is responsible for overseeing the business growth, strategic business planning and operations of our Group. He graduated with a Bachelor of Arts in Accountancy with Honours from the University of Bolton, United Kingdom in 2005. He began his career in 1994 with Arthur Andersen & Co as an Articled Clerk in the audit division. He was subsequently promoted to Audit Semi-Senior before his departure from the company in 2000. During his tenure there, he was involved in undertaking audit and business advisory engagements. In 2001, he pursued and obtained his Diploma in Audio Engineering from SAE International Technology College. He joined Eastgate Insurance Brokers Sdn Bhd in 2002 as an Executive where he advised the company’s clients on risk management and recommended suitable insurance policies.

In 2003, he joined Amanah Scotts Properties (KL) Sdn Bhd (now known as Attana Scotts Properties (KL) Sdn Bhd) as an Assistant to the Financial Controller where he assisted in overseeing the operations of the finance and accounts department. He left the company in 2006 and took a career break. In 2007, he joined Paragrene Land as a Finance Manager where he was primarily responsible for the finance and operations of our Group. Following the departure of one of the Directors in Paragrene Land in 2009, his role as a Finance Manager evolved to include overseeing the implementation and execution of our development projects and obtaining financing for these projects. Datuk Gregory has been pivotal in the successful completion of all of our completed projects. He was subsequently promoted to Financial Controller and Director in Financial Planning of our Group in 2013 and 2015, respectively. As Financial Controller and Director in Financial Planning, he continued to oversee the implementation and execution of development projects. His responsibilities also extended to include financial planning and providing strategic input to the strategic direction of the company. In 2015, he was promoted to his current position as the Managing Director of our Group. Over the years, Datuk Gregory has garnered approximately 17 years of experience working in the property development industry. He is also a director of various other private limited companies, details of which are as set out in Section 4.2.4 of this Prospectus.

Page 6: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

38

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

38

Registration No.: 199601027709 (400061-H)

(iii) Wan Nasir bin Wan Mustafha Promoter and substantial shareholder

Wan Nasir bin Wan Mustafha, a Malaysian, aged 46, is our Promoter and substantial shareholder. Between 1988 and 1989, he attended secondary education at Sekolah Menengah Kebangsaan Pengkalan Chepa, Kota Bharu, Kelantan. Thereafter, he took up various short term casual jobs up to the year 1998. In 1998, he set up and operated food stalls in Kota Bharu, Kelantan and Kuala Lumpur up to 2007. At the same time, between the year 2004 and 2007, he was exploring opportunities relating to property acquisitions and disposals in Kelantan. In 2008, he joined Elite Appeal, a company principally involved in general construction works, as an Executive Director where he was primarily responsible in procuring government construction contracts. He left Elite Appeal in 2012. In 2008, he also joined Betamusifa Trading Sdn Bhd, a company principally involved in the trading of building materials as a Director where he was primarily responsible in procuring supply contracts to provide materials to government agencies. He then joined Seri Setia Plantation Sdn Bhd in 2009 as a Director where he was responsible for liaising with authorities for obtaining relevant permits and approvals. He subsequently left Betamusifa Trading Sdn Bhd in 2009. Seri Setia Plantation Sdn Bhd was dissolved in 2017. In 2009, he was appointed as Director of Paragrene Land and was responsible for overseeing the Authorities Liaison and Tender Department of Paragrene Land. During that time, he was responsible in identifying suitable lands for future development and leading all liaison activities with authorities. He left his role as a Director in July 2021 but remains a Promoter and Substantial Shareholder of our Group.

Page 7: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

39

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

39

Registration No.: 199601027709 (400061-H)

(iv) Lim Pheck Joo Promoter and substantial shareholder

Lim Pheck Joo, a Singaporean, aged 52, is our Promoter and substantial shareholder. She is currently residing in Malaysia. In 1987, she completed her junior college course from Yishun Junior College (now known as Yishun Innova Junior College), Singapore. Upon completing her pre-university education, she joined PAMA Group Inc (formerly known as Prudential Asset Management Asia) in Singapore as a Personal Assistant to the Investment Director in 1989 until 1994. During her tenure there, she was primarily responsible for assisting the Investment Director in his investment work. Thereafter, she focused on her personal investments in Singapore and Malaysia. From 2017 to 2021, she was a Business Development Advisor to our Group and was responsible in marketing and referring potential foreign buyers under the Grenepark Village Project.

(v) Fortress

Substantial shareholder

Fortress is our substantial shareholder. It was incorporated in Malaysia under the Companies Act 1965 on 19 November 2002 and is deemed registered under the Act as a private limited company under its present name. Fortress is principally an asset management company. Fortress holds a fund management license granted by the SC to carry out fund management in relation to portfolio management. As at the LPD, there are 10 licensed representatives of Fortress who are responsible for the management of its investment portfolios. As at the LPD, the issued share capital of Fortress is RM2,030,000 comprising 2,030,000 ordinary shares. The directors of Fortress are Yong Peng Tak, Loo Kok Yuen and Geoffrey Ng Ching Fung. Yong Peng Tak is the Non-Independent Non-Executive Chairman of our Group since 9 July 2021.

Page 8: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

40

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

40

Registration No.: 199601027709 (400061-H)

The shareholder of Fortress and its respective shareholding in Fortress as at the LPD are as follows:

Shareholders

<-------Direct-------> <-------Indirect-------> Nationality/ Country of incorporation

No. of ordinary

shares

% No. of ordinary

shares

%

Fortress Capital Management

Malaysia 2,030,000 100.00 - -

Yong Peng Tak

Malaysian - - 2,030,000(1) 100.00

Loo Kok Yuen Malaysian 2,030,000(2) 100.00

Notes: (1) Deemed interested pursuant to his 70% equity interest in Fortress Capital

Management pursuant to Section 8 of the Act.

(2) Deemed interested pursuant to his 30% equity interest in Fortress Capital Management pursuant to Section 8 of the Act.

Fortress’ interest in Paragrene Land, being one of their investee companies, is solely for investment purposes only. Fortress does not participate in the day-to-day management and operations of our Group.

Fortress has full authority, power and discretion to exercise, on behalf of its clients, all voting and other rights relating to the securities held as part of the investment portfolios. As at the LPD, there are a total of 21 clients that have invested in our Group via Fortress (“Investors”). The Investors are diversely owned by Malaysian, foreigners, local and foreign companies. None of the Investors have any control in anyway in relation to the decision making of Fortress in our Group or the ability to participate in the management of the Fortress or ultimately the Fortress’ investee companies, including our Group. Further, the Investors are not involved in the day-to-day management of our Group and they do not have control on the direction, allocation and usage of our Group’s financial resources. In addition, the Investors do not have any family relationship with the Directors, Promoters, substantial shareholders and Key Senior Management of our Group. As at the LPD, Fortress does not have any subsidiary or associated company.

Page 9: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

41

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

41

Registration No.: 199601027709 (400061-H)

(vi) VT Global Fund Substantial shareholder

VT Global Fund (Singapore ACRA UEN: 202024806M) is our substantial shareholder. It was incorporated in Singapore under the Companies Act 2006 of Singapore on 18 August 2020 as a private limited company under its present name. VT Global Fund is an investment fund company. As at the LPD, the issued share capital of VT Global Fund is SGD1.00 comprising 1 ordinary share. The director of VT Global Fund is Luchetti Lucia. The registered shareholder of VT Global Fund is Equiom Trust Services Pte Ltd (Singapore ACRA UEN: 201018406R), a company duly incorporated in Singapore and licensed by the Monetary Authority of Singapore as a licensed trust company. Equiom Trust Services Pte Ltd holds the share in VT Global Fund on trust for the purposes of succession planning. The trust arrangement is discretionary and revocable, and none of the beneficiaries of the trust has a vested interest in the assets of the trust. VT Global Fund is managed by VT Family Office Pte Ltd, which has the full authority, power and discretion to exercise on behalf of VT Global Fund all voting and other rights relating to the securities held as part of the investment portfolios. VT Global Fund and the VT Family Office Pte Ltd do not participate in the day-to-day management and operations of our Group and do not have control on the direction, allocation and usage of our Group’s financial resources. In addition, VT Global Fund, VT Family Office Pte Ltd and the beneficiaries of the trust do not have any family relationships with the Directors, Promoters, substantial shareholders and Key Senior Management of our Group.

(vii) Centennial Salute

Substantial shareholder

Centennial Salute is our substantial shareholder. It was incorporated in Malaysia under the Act on 8 July 2020 as a private company limited by shares under its present name. The principal activity of Centennial Salute is investment holding. As at LPD, the issued share capital of Centennial Salute is RM10,473,085 comprising 5,236,543 ordinary shares.

Page 10: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

42

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

42

Registration No.: 199601027709 (400061-H)

As at LPD, the directors and shareholders of Centennial Salute are Yong Peng Tak and Charlotte Yong Zhanghui and their respective shareholdings are as follows:

Shareholders

<--------Direct--------> <-------Indirect-------> Nationality No. of

ordinary shares

% No. of ordinary

shares

%

Yong Peng Tak

Malaysian 3,986,543 76.13 - -

Charlotte Yong Zhanghui

Malaysian 1,250,000 23.87

As at the LPD, Centennial Salute does not have any subsidiary or associated company.

(viii) Urbanfirst

Substantial shareholder

Urbanfirst is our substantial shareholder. It was incorporated in Malaysia under the Act on 3 August 2020 and is deemed registered under the Act as a private company limited by shares under its present name. The principal activity of Urbanfirst is investment holding. As at LPD, the issued share capital of Urbanfirst is RM10,473,083 comprising 5,236,542 ordinary shares. The directors and shareholders of Urbanfirst are Yong Peng Tak and Timothy Yong Zhangwen and their respective shareholdings are as follows:

Shareholders

<--------Direct--------> <-------Indirect-------> Nationality

No. of ordinary

shares

% No. of ordinary

shares

%

Yong Peng Tak

Malaysian 3,986,541 76.13 - -

Timothy Yong Zhangwen

Malaysian 1,250,001 23.87 - -

As at the LPD, Urbanfirst does not have any subsidiary or associated company.

Page 11: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

43

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

43

Registration No.: 199601027709 (400061-H)

(ix) Timothy Yong Zhangwen Substantial shareholder

Timothy Yong Zhangwen, a Malaysian, aged 26, is our substantial shareholder by virtue of his shareholdings in Urbanfirst. In 2020, he graduated with a Bachelor of Business and Commerce from the University of Monash, Australia. Upon completing his tertiary education, he joined our Company in 2020 as a Marketing Executive.

(x) Charlotte Yong Zhanghui

Substantial shareholder

Charlotte Yong Zhanghui, a Malaysian, aged 22, is our substantial shareholder by virtue of her shareholdings in Centennial Salute. She is currently pursuing her tertiary education in Australia.

Page 12: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

44

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATI

ON

ON

PR

OM

OTE

RS,

SU

BST

AN

TIA

L SH

AR

EHO

LDER

S, D

IREC

TOR

S A

ND

KEY

SEN

IOR

MA

NA

GEM

ENT

(CO

NT’

D)

44

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.1.

3 C

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Page 13: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

45

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATI

ON

ON

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45

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

A

s at

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Page 14: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

46

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

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46

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

Not

es:

(1

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Page 15: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

47

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATI

ON

ON

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OM

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47

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

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(7)

The

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ange

s in

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Page 16: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

48

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

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TER

S, S

UB

STAN

TIAL

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AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

48

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.1.

4 Pr

omot

ers

and

subs

tant

ial s

hare

hold

ers’

rem

uner

atio

n an

d be

nefit

s

Sa

ve fo

r the

agg

rega

te re

mun

erat

ion

and

bene

fits-

in-k

ind

paid

or p

ropo

sed

to b

e pa

id to

our

Pro

mot

ers

and

subs

tant

ial s

hare

hold

ers

for s

ervi

ces

rend

ered

to o

ur G

roup

in a

ll ca

paci

ties

for t

he F

YE 3

1 D

ecem

ber 2

019

and

FYE

31 D

ecem

ber 2

020

as s

et o

ut in

Sec

tion

4.2.

6 of

this

Pro

spec

tus,

th

ere

are

no o

ther

am

ount

s or

ben

efits

pai

d or

inte

nded

to b

e pa

id o

r giv

en to

any

of o

ur P

rom

oter

s or

sub

stan

tial s

hare

hold

ers,

with

in th

e 2

year

s pr

eced

ing

the

date

of t

his

Pro

spec

tus.

Prom

oter

s an

d su

bsta

ntia

l sha

reho

lder

s

Rem

uner

atio

n B

and

FY

E 31

Dec

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r 201

9 R

M’0

00

FYE

31 D

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ber 2

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uk G

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0 - 5

00

400

- 450

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ir bi

n W

an M

usta

fha(2

) 15

0 - 2

00

150

- 200

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ck J

oo(3

) 35

0 - 4

00

250

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N

otes

:

(1)

Kind

ly re

fer t

o Se

ctio

n 4.

2.6

of th

is P

rosp

ectu

s fo

r fur

ther

det

ails

. (2

) R

emun

erat

ion

was

pai

d to

him

(whi

ch in

clud

es s

alar

y, b

onus

es a

nd b

enef

its-in

-kin

d) fo

r his

role

as

a D

irect

or o

f the

Com

pany

. (3

) R

emun

erat

ion

was

pai

d to

her

(w

hich

incl

udes

sal

ary,

bon

uses

and

ben

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-in-k

ind)

for

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role

as

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evel

opm

ent A

dvis

or o

f th

e C

ompa

ny.

Page 17: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

49

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

49

Registration No.: 199601027709 (400061-H)

4.2 DIRECTORS

4.2.1 Our Board comprises the following members:

Name Age Gender Nationality Date of

appointment Designation

Yong Peng Tak

53 Male Malaysian 9 July 2021 Non-Independent

Non-Executive Chairman

Datuk Gregory 46 Male Malaysian 11 November

2015 Managing Director

Mohd Halim

Why bin Abdullah

59 Male Malaysian 22 January 2021

Executive Director

Sanipah binti

Sanusi 50 Female Malaysian 9 July 2021 Executive

Director

Heng Aik Chong

55 Male Malaysian 3 August 2021 Senior Independent

Non-Executive Director

Yang Chong

Yaw Alan

52 Male Malaysian 3 August 2021 Independent Non-Executive

Director

Safina binti Mohd Ali

51 Female Malaysian 3 August 2021 Independent Non-Executive

Director

Tan Sik Hui 48 Female Malaysian 3 August 2021 Independent Non-Executive

Director

Page 18: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

50

Registration No.: 199601027709 (400061-H)

4.2.2 Profiles of Directors

The profiles of the Directors of our Group are as follows:

(i) Yong Peng Tak Non-Independent Non-Executive Chairman and Substantial shareholder

Yong Peng Tak, a Malaysian, aged 53, is our Non-Independent Non-Executive Chairman and substantial shareholder. He was appointed to our Board on 9 July 2021. He graduated with a Bachelor of Accountancy from the National University of Singapore, Singapore in 1990 and later obtained a Master of Business Administration from Imperial College of Science, Technology and Medicine of the University of London, United Kingdom in 1995. He is a member of the Chartered Financial Analyst Institute (previously known as the Institute of Chartered Financial Analysts), United States of America, since 1995 and a Fellow member of the Institute of Singapore Chartered Accountants, Singapore, since 2005. He has approximately 31 years of experience in investment management and financial advisory services. He began his career in 1990 with Price Waterhouse (now known as PricewaterhouseCoopers (“PwC”)), based in Singapore, as an Audit Assistant in the Audit and Business Advisory Services Department. He was subsequently promoted to Audit Semi-Senior, Audit Senior and Audit Supervisor in 1991, 1992 and 1993, respectively. During his tenure with PwC, he was primarily responsible in assisting with the audit of the clients’ accounts and the types of clients that he was exposed to including companies in the manufacturing and trading sectors, construction companies, travel agencies and financial institutions. He left PwC in 1993 to pursue his further studies on a full-time basis. Upon completing his master’s degree, he joined BHLB Asset Management Sdn Bhd in 1995 as a Manager, where he was primarily responsible for the formulation of investment strategies, supervision of central dealing activities and research coverage. He left BHLB Asset Management Sdn Bhd as a Senior Investment Manager in 2000. Subsequently, he joined Pacific Mutual Fund Bhd as a Chief Investment Officer in 2000. He was primarily responsible for the formulation of investment strategies, supervision of investment team and research coverage until his departure in 2002.

Page 19: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

51

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

51

Registration No.: 199601027709 (400061-H)

After he left Pacific Mutual Fund Bhd in 2002, he founded Fortress, a fund management firm licensed under the CMSA. As the Chief Executive Officer, he is primarily responsible for developing business strategies, formulation of investment strategies and management of overall operations. Presently, he is also the Independent Non-Executive Director of Wellcall Holdings Berhad, a public listed company on the Main Market of Bursa Securities as well as director of various other private limited companies, details of which are as set out in Section 4.2.4 of this Prospectus.

(ii) Datuk Gregory

Managing Director, Promoter and substantial shareholder Please refer to section 4.1.2 of this Prospectus for his profile.

(iii) Mohd Halim Why bin Abdullah

Executive Director Mohd Halim Why bin Abdullah, a Malaysian, aged 59, is our Executive Director. He was appointed to our Board on 22 January 2021. He has approximately 29 years of experience in the property development industry. In 1980, he attended his Lower 6 education with Wesley Methodist School Ipoh (International). In 2001, he graduated with a Master of Business Administration in Southern California University for Professional Studies (now known as California Southern University), United States of America. After he left Wesley Methodist School Ipoh (International) in 1981, he was involved in direct sales and marketing until 1992. In 1992, he joined Farlim Berhad as a Sales and Marketing Executive, where he was primarily involved in assisting the Marketing and Credit Control Manager in the marketing of projects as well as pre-sales administration. He left Farlim Berhad in 1994 and joined LBS Bina Holdings Sdn Bhd as a Marketing Manager where he was primarily responsible for formulating sales and pricing strategies for the company. He left LBS Bina Holdings Sdn Bhd in 1995 and subsequently joined Yoong Hun Holdings Sdn Bhd as a Marketing Manager in the same year, where he was responsible for managing the overall sales and marketing activities of the company.

Page 20: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

52

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

52

Registration No.: 199601027709 (400061-H)

In 1997, he joined Hiap Aik Construction Berhad as a Sales and Marketing Manager where he was primarily involved in the execution of marketing strategies in the company. While working with Hiap Aik Construction Berhad, he pursued his Master of Business Administration. In 1999, he co-founded Knox Management Sdn Bhd, a company involved in the provision of consulting and management services for property development companies. Subsequently, he left Hiap Aik Construction Berhad to focus on the business of Knox Management Sdn Bhd in 2000. From 2000 to 2019, he was the Executive Director of the company and he was primarily responsible for overseeing the entire business operation of the company. In 2018, he was appointed as a Development Advisor of our Group on a retainer basis until January 2021. Thereafter, he joined our Group in January 2021 as an Executive Director and is currently responsible for conceptual plan development, formulating marketing strategies, liaising with end-financiers, and managing property agents to undertake sales activities for our Group. He is also responsible for identifying suitable land for development for our Group. He is also a director of various other private limited companies, details of which are as set out in Section 4.2.4 of this Prospectus.

(iv) Sanipah binti Sanusi

Executive Director Sanipah binti Sanusi, a Malaysian, aged 50, is our Executive Director. She was appointed to our Board on 9 July 2021. She is responsible for liaising with authorities for relevant permits and approvals and managing tender applications for the appointment of contractors for our Group. She has approximately 28 years of experience in quantity surveying and project management. She obtained her Diploma in Buildings from MARA Institute of Technology Shah Alam in 1993. She began her career in 1993 with Arab-Malaysian-Toda Construction Sdn Bhd as an Assistant Contracts Administrator, in which she was involved in quantity surveying works, handling payments to sub-contractors and managing contracts entered into between contractors, sub-contractors and developers. She was subsequently promoted to Contracts Administrator in 1996 where she assumed similar responsibilities as her previous designation. She left Arab-Malaysian-Toda Construction Sdn Bhd in 1999.

Page 21: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

53

Registration No.: 199601027709 (400061-H)

From 1999 to 2007, she worked with Pembinaan Gagah Listari Sdn Bhd as a Quantity Surveyor in the Project Department where she was primarily responsible in handling the overall cost and management of projects as well as monitoring sub-contractors and quantity surveyor works. In 2007, she joined Paragrene Land as a Quantity Surveyor where she was responsible for assisting in the management of project development activities, including overseeing the execution of construction activities and management of project costs, as well as liaising with authorities. In 2015, she was promoted to Assistant General Manager in the Authorities Liaison and Tender Department where she was responsible for assisting in authorities-liaison and tendering works in the Group. Thereafter, she joined our Group in 2021 as an Executive Director and is currently responsible for liaising with authorities for relevant permits and approvals as well as managing tender applications for the appointment of contractors for our Group.

(v) Heng Aik Chong

Senior Independent Non-Executive Director Heng Aik Chong, a Malaysian, aged 55, is our Senior Independent Non-Executive Director. He was appointed to our Board on 3 August 2021. He is also the Chairman of the Risk Management Committee and Nomination Committee and a member of the Audit Committee and Remuneration Committee of our Group. He has approximately 31 years of experience in audit, accounting and finance. He completed his Sijil Tinggi Persekolahan Malaysia (STPM) in 1985 at Sekolah Menengah King George V (A), Seremban and thereafter graduated with the Chartered Association of Certified Accountants in 1992. He has been an Associate of the Chartered Association of Certified Accountants since 1994 and a Fellow member since 1999. He is also admitted as a Registered Accountant since 1995 and Chartered Accountant since 2001 in the Malaysian of Accountants.

He began his career in 1990 in Brenner Nathan Hart Chartered Accountants in London, United Kingdom, as a Trainee Certified Accountant, in which he was involved in the provision of accounting, auditing and consultation services. He left Brenner Nathan Hart Chartered Accountants in 1991. After taking a break for several months, he returned to Malaysia and joined Anthony Skelchy & Aziz as an Audit Senior in the Audit and Business Advisory Department in 1992, where he was primarily responsible for the provision of accounting, auditing and consultation services. In 1993, he left Anthony Skelchy & Aziz and joined Price Waterhouse (now known as PwC) as an Audit Senior in the Business Advisory Department where he was primarily responsible for conducting audit with various clients from public listed companies to multinational companies.

Page 22: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

54

Registration No.: 199601027709 (400061-H)

Subsequently, he left PwC in 1993 and joined Dataprep Holdings Bhd as a Finance Executive in the Finance Department where he was primarily responsible for overseeing the overall finance, accounting, tax and treasury matters of the company. In 1995, he was promoted to Finance Manager. From 1996 to 2000, he worked with FCS Computer Systems Sdn Bhd as Finance and Admin Manager in the Finance Department where he was responsible for overseeing the overall finance and accounting matters of the company. In 2000, he worked with Linguaphone Distributors Sdn Bhd as a Chief Financial Officer for several months where he was primarily responsible for management of cash flow and overseeing all company accounts and investment. In the same year, he left Linguaphone Distributors Sdn Bhd and joined KS Eminent Advance Systems Sdn Bhd (now known as Profitera Corporation Sdn Bhd) as a Chief Financial Officer where he was primarily responsible for the overall financial matters of the company. He left KS Eminent Advance Systems Sdn Bhd in 2002. In 2002, he joined RK Komputer Sdn Bhd as a Chief Financial Officer where he was primarily responsible for overseeing the overall finance, accounting, tax, legal and treasury matters of the company. In 2009, he left RK Komputer Sdn Bhd to join Frost & Sullivan as a Finance Director where he was responsible for overseeing the finance, accounting and treasury departments of the company. He left Frost & Sullivan in 2010. In 2010, he joined Interactive Intelligence Inc as Director of Financial Operations (APAC) where he was primarily responsible for overseeing the finance, accounting and treasury departments of the company. He left Interactive Intelligence Inc in 2014 and took a career break until 2015 where he joined Dimension Data (M) Sdn Bhd (now known as NTT Malaysia Solutions Sdn Bhd) as a Chief Financial Officer. He was primarily responsible for full spectrum of finance functions, including budgeting and forecasting, management reporting, working capital management, inventory management, internal controls and tax issues until his departure in 2021. He is also a director of several private limited companies, details of which are as set out in Section 4.2.4 of this Prospectus.

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

55

Registration No.: 199601027709 (400061-H)

(vi) Yang Chong Yaw Alan Independent Non-Executive Director Yang Chong Yaw Alan, a Malaysian, aged 52, is our Independent Non-Executive Director. He was appointed to our Board on 3 August 2021. He is also the Chairman of the Audit Committee and a member of the Risk Management Committee, Nomination Committee and Remuneration Committee of our Group. He has approximately 28 years of experience in accounting, tax, corporate advisory, business and product development. He graduated with a Bachelor of Economics from the Macquarie University, Australia in 1993, followed by a Master of Business Administration from the same university in 1999. He is a Certified Practising Accountant (“CPA”) of the Australian Society of CPA (now known as CPA Australia) since 1996. He began his career in 1993 in Coopers and Lybrand (now known as PwC) as an Audit Assistant. He was subsequently promoted to Audit Senior in 1995. During his tenure of employment in Coopers and Lybrand, he was primarily involved in performing audit works for insurance companies, banks, property companies and engineering companies. He left Coopers and Lybrand in 1996. From 1996 to 1998, he worked with Amanah Merchant Bank Berhad (now known as Alliance Investment Bank Berhad) as an Executive in the Corporate Finance Department where he was primarily responsible in assisting in the execution of various corporate finance exercises.

In 1999, he joined Kurnia Insurans (Malaysia) Berhad (now known as AmGeneral Insurance Berhad) as a Deputy Manager in the Accounts Department where he was primarily responsible for performing treasury management and evaluating potential fund managers. He joined Malaysian International Merchant Bankers Berhad (now known as Hong Leong Bank Berhad) in 2000 as a Senior Executive in the Corporate Finance Department, in which he was primarily responsible for the execution of corporate finance exercises. He was subsequently promoted to Assistant Manager in 2000 where he carried out similar responsibilities as his previous designation. In 2001, he joined TGN Dataworks Sdn Bhd, a start-up company that develops innovative applications for valuation of companies, as a Vice President where he was involved in providing information and analysis with a focus on mergers and acquisition transaction development and execution solutions. In 2004, he co-founded WB Research Sdn Bhd, a company involved in providing financial fundamental data and analytics on companies listed on Bursa Securities and assumed the role of a Chief Operating Officer. He was primarily responsible for overseeing the day-to-day administrative and operational functions of the business. In 2005, he joined AVIC Tech Corporation Sdn Bhd as a Financial Controller where he was primarily responsible for the financial function of the company. He left the company in 2006 to rejoin WB Research Sdn Bhd in 2007 as a Chief Operating Officer. He left WB Research Sdn Bhd in 2010.

Page 24: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

56

Registration No.: 199601027709 (400061-H)

In 2010, he co-founded Firegent iASP Sdn Bhd, a company involved in providing data-driven analytics to companies. Until present, he assumes the role of a Chief Operating Officer where he is primarily responsible for overseeing the day-to-day administrative and operational functions of the company. Presently, he is also the Independent Non-Executive Director of Wellcall Holdings Berhad, a company listed on the Main Market of Bursa Securities as well as a director of several private limited companies, details of which are as set out in Section 4.2.4 of this Prospectus.

(vii) Safina binti Mohd Ali

Independent Non-Executive Director

Safina binti Mohd Ali, a Malaysian, aged 51, is our Independent Non-Executive Director. She was appointed to our Board on 3 August 2021. She is also a member of the Audit Committee and Risk Management Committee of our Group. She obtained her Diploma in Computer Science from Institut Teknologi Mara, Selangor in 1992 and subsequently obtained her Bachelor of Science (Land Administration and Development) from Universiti Teknologi Malaysia in 2011. She later graduated with a Doctor of Philosophy (Land Administration and Development) from University Teknologi Malaysia in 2021. She began her career in 1991 in Reliance Computer Centre Sdn Bhd, as a programmer focusing on the application development of the in-house systems. In 1992, she left Reliance Computer Centre to join Guthrie Solutions Sdn Bhd as a programmer wherein she was responsible for developing job costing and timesheet system. She left Guthrie Solutions Sdn Bhd in 1994. From 1994 to 1998, she joined Time Systems Integrators Sdn Bhd and assumed the role of an Analyst Programmer in the System Development Department wherein she was primary responsible for the development of land system application for the state of Kedah. Subsequently, from 1998 to 2000, she worked with Global System Integration Sdn Bhd as a Software Engineer in the System Development Department and was primarily responsible for the development of SMARTMilik application for the state of Selangor. In 2000, she joined Imatera Digital Image Services Sdn Bhd as a Senior ICT Consultant where she was primarily responsible for preparing tender information technology solutions specifically in land related matters in the government sectors. She left Imatera Digital Image Services Sdn Bhd in 2010.

Page 25: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

57

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

57

Registration No.: 199601027709 (400061-H)

In 2010, she worked with Konsortium Jaya Sdn Bhd as a Project Manager and was primarily responsible in leading the team in developing a registration module in e-Tanah system. She subsequently joined Sage Consulting Sdn Bhd in the same year as a Consultant on a contract basis where she was primarily responsible for conducting research works on the impacts of applying the e-Tanah system in Penang. When the project ended in 2010, she worked as a freelancer in various other projects in relation to the development of land system applications. In 2011, she joined Konsortium Jaya Sdn Bhd as a Consultant on a contract basis where she was primarily responsible for guiding the application development team in developing the e-Tanah system for both Negeri Sembilan and Malacca. The project was completed in 2014 and thereafter she fully focused on her studies for Doctor of Philosophy (Land Administration and Development). She has been taking a break since her graduation. Her interests in other corporations are as set out in Section 4.2.4 of this Prospectus.

(viii) Tan Sik Hui

Independent Non-Executive Director Tan Sik Hui, a Malaysian, aged 48, is our Independent Non-Executive Director. She was appointed to our Board on 3 August 2021. She is also the Chairman of the Remuneration Committee and a member of the Nomination Committee of our Group. She obtained her Bachelor of Commerce from The University of Western Australia, Australia in 1995. She began her career in 1995 in The Pacific Bank Berhad (now known as Malayan Banking Berhad) as a Credit and Risk Analyst in the “Privilege” Banking Division of the Gleneagles Branch which she was primarily responsible in preparing, analysing and proposing loan documentations for bank borrowers and the submission for credit or loan approval to the Executive Committee Board for approval as well as preparing and carrying out credit and risk analysis. She was then promoted to be the Assistant Branch Manager in 1996 and was responsible for overseeing the servicing of clients in the premier banking branch in Gleneagles. She left The Pacific Bank Berhad in 1998. In 1998, she joined HLG Securities Sdn Bhd (now known as Hong Leong Investment Bank Berhad) as an Analyst and was primarily involved in researching and analysing data in the oil and gas as well as timber sectors. After working as an Analyst for several months in HLG Securities Sdn Bhd, she requested for an internal transfer to join the dealing team in HLG Securities Sdn Bhd as a Dealer Representative for high net worth clients.

Page 26: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

58

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

58

Registration No.: 199601027709 (400061-H)

She left HLG Securities Sdn Bhd in 1999 to join PhileoAllied Bank (Malaysia) Berhad (now known as Malayan Banking Berhad) as a Manager. She was primarily responsible for assisting in the establishment of the new private banking department. She left PhileoAllied Bank (Malaysia) Berhad in 1999. Subsequently, from 1999 to 2001, she worked with Canadian Imperial Bank of Commerce, based in Singapore, as the Associate Director in the private banking department and was primarily responsible for product structuring and servicing for high net worth individuals in Malaysia, Singapore, Thailand, Hong Kong and Japan. She took a career break from 2001 to 2003. In 2003, she joined Merrill Lynch (Asia Pacific) Limited (now known as Bank of America Corporation), based in Hong Kong and assumed the role of a Vice President in which she was primarily responsible for servicing investors, discussing and implementing investment strategies as well as leading trading activities. She was subsequently transferred to the Beijing branch in China in 2004 wherein she assumed the same role. She left Merrill Lynch (Asia Pacific) Limited in 2015 and worked in a boutique investment consulting firm in China named House of Qin Limited from 2016 to 2017 as the Executive Vice President for Equities. She was responsible for implementing investment funds’ investing strategies and managing their portfolio trading activities. In 2017, she co-founded M Academy China, an artist management company based in China and assumed the role of Chief Executive Officer. She was primarily responsible in planning and overseeing the business development of the company as well as handling the sourcing of artists and music ventures. She left M Academy China in 2020.

Upon returning to Malaysia in 2020, she joined Longhouse Films Sdn Bhd, a film investment and production company, as a Managing Director, a position she holds to-date. She is primarily responsible for planning and overseeing the corporate, financial and business development of the company. She also holds directorships and shareholdings in various other private limited companies, details of which are as set out in Section 4.2.4 of this Prospectus.

Page 27: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

59

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

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(CO

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59

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.2.

3 D

irect

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sha

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and

indi

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s be

fore

and

afte

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IPO

are

as

follo

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the

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Tan

Sik

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alay

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- -

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-

Page 28: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

60

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

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MO

TER

S, S

UB

STAN

TIAL

SH

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OLD

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DIR

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KEY

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MAN

AGEM

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60

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

Not

es:

(1

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set

out

in

Sect

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2 of

this

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spec

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(2

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IHA

A C

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l pur

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t to

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ion

8 of

the

Act.

Page 29: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

61

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

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MAN

AGEM

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(CO

NT’

D)

61

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.2.

4 Pr

inci

pal b

usin

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activ

ities

and

dire

ctor

ship

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ns fo

r the

pas

t 5 y

ears

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as

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our

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s ha

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activ

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de o

f our

G

roup

, at t

he p

rese

nt a

nd in

the

past

5 y

ears

pre

cedi

ng th

e LP

D:

(i)

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eng

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Page 30: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

62

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

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D)

62

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

Com

pany

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cces

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tern

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Inve

stm

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) D

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or

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ril 2

011

30 S

epte

mbe

r 20

18

- -

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aspa

ce S

dn B

hd

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man

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ay 2

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une

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viso

rs

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ound

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on 5

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il 20

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14

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sets

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nd U

p on

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otes

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vest

men

t hol

ding

com

pany

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rent

ly li

sted

on

the

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n M

arke

t of B

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uriti

es w

ith it

s su

bsid

iarie

s m

ainl

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volv

ed in

the

man

ufac

turin

g of

rubb

er h

ose

and

rela

ted

prod

ucts

, pro

perty

inve

stm

ent a

nd o

ther

rela

ted

activ

ities

and

man

ufac

turin

g, m

arke

ting

and

sale

of c

ompo

site

hos

e an

d fit

tings

. (2

) Yo

ng P

eng

Tak

is th

e fo

unde

r and

dire

ctor

of F

ortre

ss w

hich

man

ages

fund

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ade

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stm

ents

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held

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turn

hol

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in

Fortr

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Page 31: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

63

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

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D)

63

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

(3)

Dee

med

inte

rest

ed p

ursu

ant t

o Se

ctio

n 8

of th

e Ac

t; he

ld v

ia F

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ss C

apita

l Man

agem

ent w

hich

in tu

rn h

olds

100

% in

For

tress

C

apita

l Adv

isor

y Sd

n B

hd.

(4)

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stm

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oldi

ng c

ompa

ny in

corp

orat

ed in

Ber

mud

a an

d cu

rren

tly li

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on

the

Mai

n B

oard

of t

he S

tock

Exc

hang

e of

Hon

g Ko

ng

Lim

ited

with

its

subs

idia

ries

enga

ged

in th

e pr

ovis

ion

of o

utso

urce

d bu

sine

ss p

roce

ss m

anag

emen

t for

ele

ctro

nic

gam

ing

mac

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s in

Mac

au, p

rovi

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of i

nfor

mat

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tech

nolo

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to V

ietn

am p

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pac

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(5

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pur

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held

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t whi

ch h

olds

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tress

whi

ch in

tu

rn h

olds

39%

in F

are

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s Sd

n Bh

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(6)

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med

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n 8

of th

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t; he

ld v

ia F

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ds 1

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turn

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ds 3

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sets

1 S

dn B

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(ii

) D

atuk

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pal

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ld

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as D

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rest

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invo

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ay 2

017

12 J

uly

2020

-

-

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istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

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64

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istra

tion

No.

: 199

6010

2770

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0006

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ld

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ley

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build

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port

and

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rt of

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and

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onst

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r 20

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rene

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plet

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021.

Page 33: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

65

Reg

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No.

: 199

6010

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9 (4

0006

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4.

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RM

ATIO

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UB

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TIAL

SH

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OLD

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65

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: 199

6010

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sitio

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ent i

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dn B

hd

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etai

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nd o

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ctor

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areh

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sa

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aint

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oper

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of

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Scot

t G

arde

n

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embe

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2016

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oper

ty d

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irect

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anua

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202

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k H

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an

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ruck

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pril

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ch

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irect

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Page 34: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

66

Reg

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tion

No.

: 199

6010

2770

9 (4

0006

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4.

INFO

RM

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N O

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S, S

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dn B

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- -

Page 35: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

67

Reg

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No.

: 199

6010

2770

9 (4

0006

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4.

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RM

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N O

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TER

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TIAL

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dn B

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une

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areh

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Page 36: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

68

Reg

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No.

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6010

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entre

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ober

20

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ote:

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ent h

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ng c

ompa

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urre

ntly

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ed o

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e M

ain

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ket o

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ts, p

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Page 37: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

69

Reg

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No.

: 199

6010

2770

9 (4

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4.

INFO

RM

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e lo

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ctor

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r 20

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ia

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Page 38: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

70

Reg

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No.

: 199

6010

2770

9 (4

0006

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STAN

TIAL

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71

Reg

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No.

: 199

6010

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9 (4

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Reg

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Page 40: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

72

Reg

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No.

: 199

6010

2770

9 (4

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4.

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RM

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Page 41: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

73

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istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

73

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.2.

5 In

volv

emen

t of o

ur E

xecu

tive

Dire

ctor

s in

oth

er b

usin

esse

s/co

rpor

atio

ns

Sa

ve a

s di

sclo

sed

in S

ectio

n 4.

2.4

of t

his

Pros

pect

us,

our

Exec

utiv

e D

irect

ors

are

not

invo

lved

in

othe

r bu

sine

sses

/cor

pora

tions

. Th

e in

volv

emen

ts o

f ou

r Ex

ecut

ive

Dire

ctor

s in

oth

er b

usin

esse

s/op

erat

ions

are

not

exp

ecte

d to

affe

ct t

he o

pera

tions

of

our

Gro

up a

s th

ey a

re

prin

cipa

lly in

volv

ed in

the

day-

to-d

ay o

pera

tions

of o

ur G

roup

. The

ir in

volv

emen

ts in

oth

er c

ompa

nies

onl

y ex

tend

to a

ttend

ing

mee

tings

and

di

scha

rgin

g th

eir r

espo

nsib

ility

as d

irect

ors,

thei

r inv

olve

men

t in

othe

r com

pani

es d

o no

t affe

ct th

eir c

ontri

butio

ns to

our

Gro

up o

r adv

erse

ly im

pact

th

eir a

bilit

y to

act

as

our E

xecu

tive

Dire

ctor

s.

The

othe

r bus

ines

ses

or c

orpo

ratio

ns in

whi

ch o

ur E

xecu

tive

Dire

ctor

s ar

e al

so th

e di

rect

ors

are

eith

er in

volv

ed in

inve

stm

ent h

oldi

ng in

sha

res

or d

orm

ant.

Hen

ce, o

ur B

oard

is o

f the

vie

w th

at th

is w

ould

not

affe

ct th

eir c

ontri

butio

n an

d pe

rform

ance

in o

ur G

roup

.

Page 42: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

74

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

74

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.2.

6 D

irect

ors’

rem

uner

atio

n an

d m

ater

ial b

enef

its in

-kin

d

Th

e de

tails

of t

he re

mun

erat

ion

and

mat

eria

l ben

efits

in-k

ind

paid

and

pro

pose

d to

be

paid

to o

ur D

irect

ors

for s

ervi

ces

rend

ered

to o

ur G

roup

in

all c

apac

ities

for t

he F

YE 3

1 D

ecem

ber 2

020

and

FYE

31

Dec

embe

r 202

1 ar

e as

follo

ws:

FYE

31 D

ecem

ber 2

020

(A

ctua

l)

Dire

ctor

s’

fees

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asic

sa

lary

B

onus

es

Allo

wan

ces

Stat

utor

y co

ntrib

utio

ns

(EPF

and

SO

CSO

) B

enef

its-in

-kin

d To

tal

RM

’000

R

M’0

00

RM

’000

R

M’0

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’000

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M’0

00

RM

’000

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ecut

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ctor

s

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uk G

rego

ry

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4 -

- 47

-

431

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d H

alim

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bin

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ulla

h(1)

- 28

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- 35

-

323

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pah

bint

i San

usi(2

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156

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- 17

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irect

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Yong

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g Ta

k -

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g Ai

k C

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- -

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Cho

ng Y

aw A

lan

- -

- -

- -

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a bi

nti M

ohd

Ali

- -

- -

- -

-

Tan

Sik

Hui

-

- -

- -

- -

Page 43: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

75

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

75

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

FYE

31 D

ecem

ber 2

021

(Pro

pose

d)

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ctor

s’

fees

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asic

sa

lary

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onus

es(3

) Al

low

ance

s

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utor

y co

ntrib

utio

ns

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and

SO

CSO

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its-in

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440

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d H

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aw A

lan

33

- -

2 -

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Safin

a bi

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ohd

Ali

33

- -

2 -

- 35

Tan

Sik

Hui

33

- -

2 -

- 35

Page 44: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

76

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

76

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

Not

es:

(1

) M

ohd

Hal

im W

hy b

in A

bdul

lah

was

pre

viou

sly

appo

inte

d as

a D

evel

opm

ent A

dvis

or o

f our

Gro

up u

ntil J

anua

ry 2

021.

He

was

then

app

oint

ed

as a

n Ex

ecut

ive

Dire

ctor

of o

ur G

roup

in J

anua

ry 2

021.

(2

) Sa

nipa

h bi

nti S

anus

i was

pre

viou

sly

appo

inte

d as

an

Assi

stan

t Gen

eral

Man

ager

of o

ur G

roup

unt

il Ju

ne 2

021.

She

was

then

app

oint

ed

as a

n Ex

ecut

ive

Dire

ctor

of o

ur G

roup

in J

uly

2021

. (3

) Fi

nal b

onus

es w

ill be

det

erm

ined

late

r bas

ed o

n th

e in

divi

dual

’s p

erfo

rman

ce a

s w

ell a

s ou

r Gro

up’s

per

form

ance

at t

he ti

me

of a

sses

smen

t.

The

rem

uner

atio

n w

hich

incl

udes

our

Dire

ctor

s’ s

alar

ies,

bon

uses

, fe

es a

nd a

llow

ance

as

wel

l as

othe

r be

nefit

s of

our

Dire

ctor

s, m

ust

be

cons

ider

ed a

nd re

com

men

ded

by th

e R

emun

erat

ion

Com

mitt

ee a

nd s

ubse

quen

tly, b

e ap

prov

ed b

y ou

r Boa

rd. O

ur D

irect

ors’

fees

and

/or b

enef

its

mus

t be

furth

er a

ppro

ved

by o

ur s

hare

hold

ers

at a

gen

eral

mee

ting.

Page 45: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

77

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

77

Registration No.: 199601027709 (400061-H)

4.3 BOARD PRACTICES

4.3.1 Directorship

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

Name Designation Date of

appointment

Date of expiration of the current term in

office

No. of year(s) in

office Yong Peng Tak

Non-Independent Non-Executive Chairman

9 July 2021 Subject to retirement at the

AGM in year 2022

Less than 1 year

Datuk Gregory

Managing Director 11 November 2015

Subject to retirement at the

AGM in year 2022

Less than 6 years

Mohd Halim Why bin Abdullah

Executive Director 22 January 2021

Subject to retirement at the

AGM in year 2022

Less than 1 year

Sanipah binti Sanusi

Executive Director 9 July 2021 Subject to retirement at the

AGM in year 2022

Less than 1 year

Heng Aik Chong

Senior Independent Non-Executive Director

3 August 2021 Subject to retirement at the

AGM in year 2022

Less than 1 year

Yang Chong Yaw Alan

Independent Non-Executive Director

3 August 2021 Subject to retirement at the

AGM in year 2022

Less than 1 year

Safina binti Mohd Ali

Independent Non-Executive Director

3 August 2021 Subject to retirement at the

AGM in year 2022

Less than 1 year

Tan Sik Hui Independent Non-

Executive Director 3 August 2021 Subject to

retirement at the AGM in year

2022

Less than 1 year

Page 46: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

78

Registration No.: 199601027709 (400061-H)

In accordance with the Company’s Constitution, all Directors shall retire from office at the first annual general meeting and an election of Directors shall take place every year. At every subsequent annual general meeting, 1/3 of the Directors who are subject to retirement by rotation for the time being or if their number is not 3 or a multiple of 3, then the number nearest to 1/3 shall retire from office and be eligible for re-election, provided that all Directors shall retire from office once at least in every 3 years. A retiring Director shall be eligible for re-election. A Director retiring at a meeting shall retain office until the conclusion of the meeting. Our Directors who are deemed as independent directors, as defined in the Listing Requirements, shall be subject to annual re-appointment by Members as defined by the Malaysian Code on Corporate Governance and such other relevant law, regulation or guideline. Our Directors to retire every year shall be those who have been 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. The length of time a Director has been in office shall be computed from his last election or appointment when he has previously vacated office. A Director appointed by our Board to fill in a casual vacancy or as an addition to our existing Board, shall hold office only until the next AGM of our Company and shall then be eligible for re-election.

4.3.2 Audit Committee

Our Audit Committee was established on 4 August 2021 and its members are appointed by our Board. Our Audit Committee comprises the following members:

Name Designation Directorship Yang Chong Yaw Alan Chairman Independent Non-Executive Director

Heng Aik Chong Member Senior Independent Non-Executive Director

Safina binti Mohd Ali Member Independent Non-Executive Director

Page 47: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

79

Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

79

Registration No.: 199601027709 (400061-H)

The main functions of our Audit Committee is to assist our Board in fulfilling its responsibility on the oversight of the integrity of our Group’s accounting and financial reporting matters. The Audit Committee’s duties and responsibilities as stated in its terms of reference include, among others, the following:

(a) to oversee financial reporting process; (b) to review the engagement, compensation, performance, qualifications and

independence of our external auditors, its conduct of the annual statutory audit of our financial statements, and the engagement of external auditors for all other services;

(c) 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;

(d) to review any related party transactions entered into by our Group and any conflict

of interest situations that may arise within our Group;

(e) to ensure that the internal audit function is effective and able to function independently;

(f) to approve any appointment or termination of the internal auditor; (g) to evaluate the performance of the internal audit personnel; (h) to ensure that there is co-ordination between internal and external auditors;

(i) to review annually the allocation of options/shares granted pursuant to the

Employees’ Share Option Scheme (“ESOS”) or Employee Share Grant Plan (“ESGP”), if any;

(ii) to verify at the end of each financial year the allocation of options/shares

granted pursuant to the ESOS/ESGP in compliance with the criteria as stipulated in the by-law of ESOS/ESGP of the Group, if any.

(i) to consider the major findings of internal investigations and management’s

response; and (j) to perform such other functions as may be requested by our Board.

The recommendations of our Audit Committee are subject to the approval of our Board. Our Nominating Committee will review the composition, performance and effectiveness of our Audit Committee annually.

Page 48: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

80

Registration No.: 199601027709 (400061-H)

4.3.3 Risk Management Committee

Our Risk Management Committee was established on 4 August 2021 and its members are appointed by our Board. Our Risk Management Committee comprises the following members:

Name Designation Directorship Heng Aik Chong Chairman Senior Independent Non-Executive Director

Yang Chong Yaw Alan Member Independent Non-Executive Director

Safina binti Mohd Ali Member Independent Non-Executive Director

Our Board together with management takes responsibility for the governance of sustainability in our company including setting the company’s sustainability strategies, priorities and targets. Our Board has the overall responsibility for risk oversight and risk management within our Group. However, as a committee of our Board, our Risk Management Committee shall lead our strategic direction in the management of our business and sustainability risks and opportunity, including oversight on the establishment and implementation of a risk management framework and reviewing the effectiveness of the risk management framework in identifying and managing risks and internal processes which include but are not limited to ensuring the adequacy of risk management policy and infrastructure to facilitate the implementation of action plans for risk management.

The objectives of the framework are to ensure the provision of quality product and services and monitor the risk culture and processes throughout our Group to take advantage of opportunities while managing climate-related risks that may adversely affect our reputation and achievement of business objectives.

Page 49: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

81

Registration No.: 199601027709 (400061-H)

The duties and responsibilities as stated in the terms of reference of our Risk Management Committee include the following:

(a) to oversee and recommend the risk management policies and procedures of our

Group; (b) to review and recommend changes as needed to ensure that our Group has in

place at all times a risk management policy which addresses the strategic, operational, financial, compliance and sustainability risks;

(c) to implement and maintain a sound risk management framework which identifies,

assesses, manages and monitors our Group’s business and sustainability risks; (d) to set reporting guidelines for management to report to the committee on the

effectiveness of our Group’s management of its business and sustainability risks; (e) to review the risk profile of our Group including all our subsidiaries and to evaluate

the measures taken to mitigate the business and sustainability risks; (f) to review the adequacy of management response to issues identified in risk

registers, ensuring that our risks are managed within our Group’s risk appetite; (g) to provide awareness and education on risk management to all level of the Group;

and (h) to oversee any investigation of activities which are within its terms of reference. The recommendations of our Risk Management Committee are subject to the approval of our Board.

Page 50: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

82

Registration No.: 199601027709 (400061-H)

4.3.4 Nomination Committee

Our Nomination Committee was established on 4 August 2021 and its members are appointed by our Board. Our Risk Management Committee comprises the following members:

Name Designation Directorship Heng Aik Chong Chairman Senior Independent Non-Executive Director

Yang Chong Yaw Alan Member Independent Non-Executive Director

Tan Sik Hui Member Independent Non-Executive Director

The Nomination Committee’s duties and responsibilities as stated in its terms of reference include, among others, the following:

(a) to assist our Board in ensuring that our Board is of an effective composition, size

and commitment to adequately discharge its responsibilities and duties; (b) to ensure appropriate selection criteria and processes and to identify and

recommend to our Board, candidates for directorships of our Company and members of the relevant Board committees;

(c) to ensure sufficient diversity and independence in the Board in order to achieve

greater depth and breadth in the decision making process; (d) to evaluate the effectiveness of our Board and the relevant Board committees; (e) to establish the mechanisms for the formal assessment on the effectiveness of the

Board as a whole and the effectiveness of each Director and senior management. The annual assessment to be conducted would be based on objective performance criteria approved by our Board;

(f) to ensure that all Directors receive appropriate continuous training in order to

broaden their perspectives and to keep abreast with developments in the market place and the changes in new statutory and regulatory requirements;

(g) to assess the independence of our Independent Non-Executive Directors and their

ability to discharge their responsibilities or functions and exercise of the independent judgement or the ability to act in the best interest of the Company;

Page 51: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

83

Registration No.: 199601027709 (400061-H)

(h) to review on annual basis, the length of service of each Independent Non-Executive Director. The tenure of each Independent Non-Executive Director shall not exceed a term limit of 9 years. For Independent Director whose cumulative tenure has exceeded 9 years, to review his independence and if deemed appropriate for continuance in the office, to provide justification to the Board for consideration and seek annual shareholders' approval through a two-tier voting process;

(i) to ensure that the composition of the Board is refreshed periodically. To review the

tenure of each director and annual re-election of a director, which should be contingent on satisfactory evaluation of the director’s performance and contribution to the board and to consider and recommend to the Board concerning the re-election/re-appointment of Director to the Board pursuant to the provisions in the Company’s Constitution;

(j) to assist our Board to assess and evaluate circumstances where a Director’s

involvement outside our Group may give rise to a potential conflict of interest with our Group’s businesses, upon receiving declaration of the same from our Director and thereafter, to inform our Audit Committee of the same. After deliberation with our Audit Committee, to recommend to our Board the necessary actions to be taken in circumstances where there is a conflict of interest; and

(k) to ensure an appropriate framework and succession planning for our Board,

including our Group Managing Director, Executive Directors and senior management.

The recommendations of our Nominating Committee are subject to the approval of our Board.

4.3.5 Remuneration Committee

Our Remuneration Committee was established on 4 August 2021 and its members are appointed by our Board. Our Remuneration Committee comprises the following members:

Name Designation Directorship Tan Sik Hui Chairman Independent Non-Executive Director

Heng Aik Chong Member Senior Independent Non-Executive Director

Yang Chong Yaw Alan Member Independent Non-Executive Director

Page 52: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Registration No.: 199601027709 (400061-H)

4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

84

Registration No.: 199601027709 (400061-H)

The main function of our Remuneration Committee is to support our Board in actively overseeing the design and operation of the Group’s remuneration system to ensure corporate accountability and governance. The Remuneration Committee’s duties and responsibilities as stated in its terms of reference include, among others, the following:

(a) to develop and administer a fair and transparent remuneration policy and

procedure, including the fee structure and level of remuneration for Directors and senior management, taking into account the demands, complexities and performance of the Company in managing material sustainability risks and opportunities as well as skills and experience required. The Board determines who makes up senior management and if any other group of employees should be covered by the remuneration policy and procedures. The policy and procedure shall be reviewed periodically to ensure relevance to the Group;

(b) to recommend a remuneration framework for our Managing Director, Executive

Directors and senior management for our Board’s approval to ensure corporate accountability, in managing material sustainability risks and opportunities and governance with respect to our Board’s remuneration and compensation. There should be a balance in determining the remuneration package, which should be sufficient to attract and retain Directors of calibre, and yet not excessive. The framework should cover all aspects of remuneration including Director’s fee, salaries, allowance, bonuses, options and benefits-in-kind;

(c) to recommend specific remuneration packages for our Managing Director,

Executive Directors and senior management. The remuneration package should be structured such that it is competitive. Salary scales drawn up should be within the scope of the general business policy and not be dependent on short-term performance to avoid incentives for excessive risk-taking. As for Independent Directors, the level of remuneration should be linked to their level of expertise, commitment and responsibilities undertaken and contribution to the effective functioning of our Board, with or without other independent professional advice or other outside advice, with reference to the Company’s remuneration policy and procedure;

(d) when recommending the fee and other benefits for the Independent Directors, our

Remuneration Committee shall ensure it does not conflict with the Independent Directors’ obligation to bring objectivity and independent judgment on matters discussed at Board meetings;

(e) to ensure the establishment of a formal and transparent procedure for developing

policies, strategies and framework for the remuneration of our Managing Director, Executive Directors and senior management;

(f) to implement the policies and procedures on remuneration including reviewing and

recommending matters relating to the remuneration of our Board and Key Senior Management; and

(g) to perform any other functions as defined by our Board.

The recommendations of our Remuneration Committee are subject to the approval of our Board.

Page 53: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

85

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

85

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.4

KEY

SEN

IOR

MAN

AGEM

ENT

4.4.

1 K

ey S

enio

r Man

agem

ent’s

sha

reho

ldin

gs

Th

e de

tails

of o

ur K

ey S

enio

r Man

agem

ent a

nd th

eir d

irect

and

indi

rect

sha

reho

ldin

gs b

efor

e an

d af

ter t

he IP

O a

re a

s fo

llow

s:

Key

Sen

ior

Man

agem

ent

Des

igna

tion

Nat

iona

lity

Bef

ore

the

IPO

/As

at th

e LP

D

Afte

r the

IPO

<-

------

Dire

ct---

----->

<-

------

Indi

rect

------

->

<----

---D

irect

------

-->

<----

--Ind

irect

------

> N

o. o

f Sh

ares

%

(1)

No.

of

Shar

es

%(1

) N

o. o

f Sh

ares

%

(2)

No.

of

Shar

es

%(2

)

Tang

Wai

Hoo

ng

Fina

ncia

l C

ontro

ller

Mal

aysi

an

708,

200

0.07

-

- 70

8,20

0 0.

06

- -

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ng S

uan

Suan

G

ener

al

Man

ager

M

alay

sian

29

3,40

0 0.

03

- -

293,

400

0.02

-

-

H

alid

bin

Abd

ul

Ras

hid

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ect

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ctor

M

alay

sian

2,

177,

100

0.21

-

- 2,

177,

100

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-

-

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otes

:

(1)

Base

d on

our

issu

ed s

hare

cap

ital o

f 1,0

26,3

46,0

80 S

hare

s as

at t

he L

PD.

(2)

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d on

the

enla

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ital o

f 1,1

80,0

00,0

00 S

hare

s up

on th

e Li

stin

g.

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4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

86

Registration No.: 199601027709 (400061-H)

4.4.2 Profiles

The profiles of the Key Senior Management of our Group are as follows:

(i) Tang Wai Hoong

Tang Wai Hoong, a Malaysian, aged 39, is our Financial Controller. He is responsible for overseeing the overall finance and accounting matters of our Group. He obtained his Diploma in Accounting from Stamford College Malaysia in 2002 and subsequently graduated with a Bachelor of Arts in Accountancy and Finance from the University of Abertay Dundee, United Kingdom in 2006. He has been a member of the Association of Chartered Certified Accountants since 2017 and a member of the Malaysian Institute of Accountants since 2017. In 2005, he began his career in Grant Thornton Malaysia, as an Audit Associate in the Audit and Assurance Department. He was subsequently promoted to be a Semi Senior Audit Associate in 2007, a Senior Associate in 2008, an Acting Supervisor in 2009, a Supervisor in 2010 and an Assistant Manager in the same year, all under the Audit and Assurance Department. In 2011, he left Grant Thornton Malaysia to take a career break for several months and subsequently rejoined Grant Thornton Malaysia in the same year wherein he assumed the role of Manager in the Audit and Assurance Department. In 2013, he was promoted twice to be the Senior Manager and the Principal in the Audit and Assurance Department in the same year. In 2017, he was promoted again to be a Director in the Audit and Assurance Department. During his tenure in Grant Thornton Malaysia, he was involved in various audit assignments of companies in the manufacturing, commercial, construction, trading and services industries as well as conducting financial due diligence review for corporate proposals. He was also part of the reporting accountant team that participated in initial public offerings works and various fundraising exercises in the capital market. In 2019, he left Grant Thornton Malaysia. In 2019, he joined our Group as Financial Controller and assumed his current role since. Over the years, he has garnered approximately 14 years of experience working in the audit and assurance industry.

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4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

87

Registration No.: 199601027709 (400061-H)

(ii) Ong Suan Suan Ong Suan Suan, a Malaysian, aged 55, is our General Manager. She is responsible for the credit management functions for our Group. She has approximately 35 years in audit, preparing working papers for banking and trade facilities, company secretarial-related activities, as well as business analytics She completed her STPM at Sekolah Menengah Penang Free, Pulau Pinang in 1985. She was a member of the Malaysian Association of Certified Public Accountants since 1995 up to 2017. She is a Chartered Accountant under the Malaysian Institute of Accountants since 2001 and also a member of the Asean Chartered Professional Accountants since 2019. She began her career in 1986 with KPMG Peat Marwick (now known as KPMG PLT), as an Articled Clerk and was subsequently promoted to be an Audit Senior in 1990. During her tenure in KPMG Peat Marwick, she was primarily responsible for handling the audit of various companies from small companies to public listed companies of from various industries. She left KPMG Peat Marwick in 1990 and took a career break.

In 1991, she joined PwC as an Audit Senior where she was primarily responsible for audit and due diligence work for various manufacturing companies. She left PwC in 1993 and worked with Public Packages Holdings Berhad from 1993 to 1995 as an Assistant to the Group Finance Manager where her responsibilities included assisting the Group Finance Manager in preparation of consolidated accounts as well as handling corporate finance, company secretarial and legal matters. Subsequently, in 1995, she joined Digi Telecommunications Sdn Bhd (formerly known as Mutiara Telecommunications Sdn Bhd) as the Finance and Business Control Manager in the northern regional office, in which she was primarily responsible in overseeing the business and financial operations of the company. In the same year, she was promoted to be the Head of Finance in the northern regional office. Subsequently, in 2009 she was promoted to be the Principal in Business Development in the northern regional office before her departure in 2011. From 2011 to 2012, she worked with Packet One Networks (Malaysia) Sdn Bhd as an Associate Director in the Financial Accounting and Taxation Department. She was primarily responsible for managing the financial, accounting and taxation matters of the company as well as overseeing the implementation of finance processes in the company. From 2012 to 2013, she worked with RHB Bank Berhad as an Assistant Vice President in Finance Division where she was part of the team that handled the annual budget preparation of the bank and was responsible for segmental reporting. She subsequently joined Travelex Malaysia Sdn Bhd as Finance Manager in 2013 and was primarily responsible for management reporting and credit management.

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KEY SENIOR MANAGEMENT (CONT’D)

88

Registration No.: 199601027709 (400061-H)

In 2014, she left Travelex Malaysia Sdn Bhd and joined Paragrene Land and she assumed the role of General Manager until present. Between 2014 and 2019, she assisted Datuk Gregory, who was then the Financial Controller and Director in Financial Planning, in managing and monitoring financial report preparation and tax matters. In 2019, she assumed her present responsibilities in focusing on credit management for our Group.

(iii) Halid bin Abdul Rashid

Halid bin Abdul Rashid, a Malaysian, aged 54, is our Project Director. He is responsible for overseeing the Project Management Department of the Group and is responsible for the overall administration of our property development operations. He has approximately 30 years of experience in project management. He graduated with a Degree of Associate of General Studies from Indiana University Malaysia in August 1987 and subsequently obtained his Bachelor of Science in Mechanical Engineering from the University of Arizona, United States of America in 1990. He is a registered member of the Board of Engineers, Malaysia since 1997.

He began his career in 1990 with Chunghwa Picture Tube Components Sdn Bhd as an engineer where he was primarily involved in assisting with the setting up of a factory. He left Chunghwa Picture Tube Components Sdn Bhd in 1992. From 1993 to 1996, he worked with Malaysia Mining Corporation Berhad as a Mechanical Engineer in the Project Management Department where he was primarily responsible in assisting the project manager with planning, organising and directing the completion of a project relating to the Danavision production facilities. In 1996, he joined Gold Bridge Engineering and Construction Berhad as a Mechanical and Electrical Project Manager in the Project Management Department, in which he was primarily responsible for planning, organising and directing the completion of construction projects. He was subsequently redesignated to be Mechanical and Electrical Manager in 1997. Subsequently, from 2003 to 2007, he worked with PGL Sdn Bhd as the Site Mechanical and Electrical Manager in the Project Department and his role included overseeing the mechanical and electrical construction related activities at sites. From 2007 to 2009, he worked with Homeland Consultants Ltd and assumed the role of a Manager for Construction Audit in Mechanical and Electrical Department. During his employment in Homeland Consultants Ltd, he was primarily responsible in handling the appointment of contractors, project scheduling, quality control, reviewing building designs and liaising with consultants of projects.

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KEY SENIOR MANAGEMENT (CONT’D)

89

Registration No.: 199601027709 (400061-H)

From 2009 to 2010, he worked with Pembinaan BLT Sdn Bhd as Assistant Manager in the Design Management Department and he was subsequently promoted to the role of Manager in 2010 where he was primarily responsible for handling design, quality control, tender and contract activities. He worked with Pembinaan BLT Sdn Bhd in 2010. From 2010 to 2011, he joined Malaysian Rubber Board as Property Development Manager in the Property Development Department. He was primarily responsible for overseeing the development of a land in Sungai Buloh. From 2012 to 2015, he worked with Stream Environment Sdn Bhd as Project Manager. He was primarily responsible for project implementation activities. Upon leaving Stream Environment Sdn Bhd, he took a short career break while continuing assisting Stream Environment Sdn Bhd with the handover of tasks to a new project manager before joining Maxi Sphere Sdn Bhd as Project Director in Project Department in 2015. He was primarily responsible in overseeing the construction and contract related activities. He left Maxi Sphere Sdn Bhd in 2018. He joined Paragrene Land in 2019, assuming the role as the Project Director in which he is responsible for leading the Project Management Department of our Group to undertake project management activities, which includes project planning and management of construction activities undertaken by contractors. His interests in other businesses are set out in Section 4.4.3 of this Prospectus.

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Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

90

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.4.

3 In

volv

emen

t of K

ey S

enio

r Man

agem

ent i

n ot

her b

usin

esse

s/co

rpor

atio

ns

Sa

ve a

s di

sclo

sed

belo

w, o

ur K

ey S

enio

r M

anag

emen

t are

not

invo

lved

in o

ther

prin

cipa

l bus

ines

s ac

tiviti

es o

utsi

de o

ur G

roup

for

the

past

5

year

s pr

ior t

o th

e LP

D:

(i)

H

alid

bin

Abd

ul R

ashi

d

Com

pany

C

urre

nt p

rinci

pal

activ

ities

Po

sitio

n he

ld

Dat

e ap

poin

ted

as D

irect

or

Dat

e re

sign

ed

as D

irect

or

Dire

ct

inte

rest

(%)

Indi

rect

in

tere

st (%

)

Pres

ent i

nvol

vem

ent:

Azi

z D

esig

n Se

rvic

es

Sdn

Bhd

Softw

are

deve

lopm

ent,

vide

o st

ream

ing

serv

ices

, IT

cons

ulta

ncy

and

gene

ral t

radi

ng

Dire

ctor

(r

esig

ned)

an

d sh

areh

olde

r

9 O

ctob

er 2

015

13 J

uly

2020

24

.75

-

Past

invo

lvem

ent:

Max

i Sph

ere

Sdn

Bhd

W

ound

Up

on 8

Jun

e 20

21

Dire

ctor

15

Apr

il 20

15

5 Se

ptem

ber

2017

-

-

Th

e in

volv

emen

t of H

alid

bin

Abd

ul R

ashi

d in

the

abov

esai

d co

mpa

ny w

ill no

t affe

ct h

is c

ontri

butio

n to

our

Gro

up a

nd w

ould

not

be

expe

cted

to

affe

ct h

is e

xecu

tive

role

s an

d re

spon

sibi

litie

s to

our

Gro

up a

s th

e ab

ovem

entio

ned

invo

lvem

ent i

n ot

her

busi

ness

act

iviti

es d

oes

not

requ

ire h

is in

volv

emen

t on

a da

y-to

-day

bas

is. F

urth

er, t

his

does

not

giv

e ris

e to

any

con

flict

of i

nter

est w

ith o

ur b

usin

ess.

He

has

and

will

co

ntin

ue to

ens

ure

that

he

wou

ld b

e ab

le to

fulfi

ll an

d di

scha

rge

his

dutie

s an

d re

spon

sibi

litie

s in

our

Gro

up e

ffect

ivel

y.

Page 59: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

91

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.4.

4 K

ey S

enio

r Man

agem

ent’s

rem

uner

atio

n an

d m

ater

ial b

enef

its-in

-kin

d

Th

e ag

greg

ate

rem

uner

atio

n an

d m

ater

ial b

enef

its in

-kin

d pa

id a

nd p

ropo

sed

to b

e pa

id to

our

Key

Sen

ior M

anag

emen

t for

ser

vice

s re

nder

ed to

ou

r Gro

up in

all

capa

citie

s fo

r the

FYE

31

Dec

embe

r 202

0 an

d FY

E 3

1 D

ecem

ber 2

021

are

as fo

llow

s:

Rem

uner

atio

n ba

nd

Key

Sen

ior M

anag

emen

t FY

E 31

Dec

embe

r 202

0 R

M’0

00

Prop

osed

for F

YE 3

1 D

ecem

ber 2

021(1

)

RM

’000

Ta

ng W

ai H

oong

20

0 - 2

50

200

- 250

Ong

Sua

n Su

an

150

- 200

15

0 - 2

00

Hal

id b

in A

bdul

Ras

hid

250

- 300

25

0 - 3

00

Not

e:

(1

) Bo

nuse

s, i

f an

y, w

ill b

e de

term

ined

lat

er b

ased

on

the

indi

vidu

al’s

per

form

ance

as

wel

l as

our

Gro

up’s

per

form

ance

at

the

time

of

asse

ssm

ent.

Page 60: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

92

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.

INFO

RM

ATIO

N O

N P

RO

MO

TER

S, S

UB

STAN

TIAL

SH

AREH

OLD

ERS,

DIR

ECTO

RS

AND

KEY

SEN

IOR

MAN

AGEM

ENT

(CO

NT’

D)

92

Reg

istra

tion

No.

: 199

6010

2770

9 (4

0006

1-H

)

4.4.

5 M

anag

emen

t Rep

ortin

g St

ruct

ure

The

man

agem

ent r

epor

ting

stru

ctur

e of

our

Gro

up is

as

follo

ws:

Dat

uk G

rego

ry

Man

agin

g D

irect

or

Sani

pah

bint

i Sa

nusi

Exec

utiv

e D

irect

or

Moh

d H

alim

W

hy b

in

Abdu

llah

Exec

utiv

e D

irect

or

Tang

Wai

H

oong

Fina

ncia

l C

ontr

olle

r

Ong

Sua

n Su

an

Gen

eral

M

anag

er

Hal

id b

in A

bdul

R

ashi

d

Proj

ect

Dire

ctor

H

uman

R

esou

rce,

Ad

min

istr

atio

n,

Lega

l and

C

ompl

ianc

e D

epar

tmen

t

Proj

ect

Dev

elop

men

t D

epar

tmen

t

Auth

oriti

es

Liai

son

and

Tend

er

Dep

artm

ent

Cre

dit

Adm

inis

trat

ion

Dep

artm

ent

Proj

ect

Man

agem

ent

Dep

artm

ent

Fina

nce

Dep

artm

ent

Boa

rd o

f D

irect

ors

Page 61: PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

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4. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (CONT’D)

93

Registration No.: 199601027709 (400061-H)

4.5 DECLARATIONS FROM OUR PROMOTERS, DIRECTORS AND KEY SENIOR MANAGEMENT None of our Promoters, Directors and Key Senior Management is or was involved in any of the following events, whether within 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 he/she was a partner or any corporation of which he/she was a director or member of Key Senior Management; or

(ii) disqualified from acting as a director of any corporation, or from taking part directly or

indirectly in the management of any corporation; or (iii) in the last 10 years, charged or convicted in a criminal proceeding or is a named subject

of a pending criminal proceeding; or (iv) in the last 10 years, any judgement was entered against him/her, or finding of fault,

misrepresentation, dishonesty, incompetence or malpractice on his/her part, involving a breach of any law or regulatory requirement that relates to the capital market; or

(v) in the last 10 years, he/she was the subject of any civil proceeding, involving an

allegation of fraud, misrepresentation, dishonesty, incompetence or malpractice on his/her part that relates to the capital market; or

(vi) being the subject of any order, judgment or ruling of any court, government, or

regulatory authority or body temporarily enjoining him/her from engaging in any type of business practice or activity; or

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

(viii) any unsatisfied judgment against him/her.

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KEY SENIOR MANAGEMENT (CONT’D)

94

Registration No.: 199601027709 (400061-H)

4.6 FAMILY RELATIONSHIPS AND ASSOCIATIONS Save as disclosed below, there is no family relationships and/or associations between any of

our Promoters, substantial shareholders, Directors and Key Senior Management as at the LPD:

Name Position Relationship Yong Peng Tak Non-Independent Non-

Executive Chairman

Substantial shareholder of our Company(1)

Director and Substantial

shareholder of Fortress Director and Substantial

shareholder of Centennial Salute

Director and Substantial shareholder of Urbanfirst

Brother-in-law of Lim Pheck Joo

Father of Timothy Yong Zhangwen and Charlotte Yong Zhanghui

Lim Pheck Joo Promoter and Substantial

shareholder(2) of our Company

Sister-in-law of Yong Peng Tak

Aunt of Timothy Yong Zhangwen and Charlotte Yong Zhanghui

Timothy Yong Zhangwen

Substantial shareholder of our Company(3)

Director and Substantial shareholder of Urbanfirst

Son of Yong Peng Tak

Brother of Charlotte Yong Zhanghui

Nephew of Lim Pheck Joo

Charlotte Yong Zhanghui

Substantial shareholder of our Company(4)

Director and Substantial shareholder of Centennial Salute

Daughter of Yong Peng Tak

Sister of Timothy Yong Zhangwen

Niece of Lim Pheck Joo

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KEY SENIOR MANAGEMENT (CONT’D)

95

Registration No.: 199601027709 (400061-H)

Notes: (1) Deemed interested by virtue of his son, Timothy Yong Zhangwen’s shareholding in

Paragrene Land and his shareholding in Urbanfirst and Centennial Salute pursuant to Section 8 of the Act.

(2) Deemed interested by virtue of her shareholding in IHAA Capital pursuant to Section 8 of the Act.

(3) Interested by virtue of his direct interest in Paragrene Land and deemed interested by

virtue of his shareholdings in Urbanfirst pursuant to Section 8 of the Act.

(4) Deemed interested by virtue of her shareholdings in Centennial Salute pursuant to Section 8 of the Act.

4.7 SERVICE AGREEMENTS

As at the LPD, none of our Directors and/or Key Senior Management has any existing or proposed service agreements with our Group.

4.8 MANAGEMENT SUCCESSION PLAN

Our Group has implemented a management succession plan, where we have put in place a process to groom middle management staff to gradually assume the responsibilities of senior management. Our Group’s strategy for management continuity is driven by our Key Senior Management. In summary, we have taken the following steps, in the event of any planned or unplanned changes in our Key Senior Management: (i) identifying talented employees, where our Key Senior Management identifies middle

management staff to gradually assume responsibilities of senior management by recognising the key competencies and requirements of these employees;

(ii) career development and progression, which is done through on-the-job training as well as mentoring, coaching and training programs. Our senior key management will continue to groom middle management personnel to gradually assume greater responsibilities after reviewing each employee’s capability, knowledge, skills, leadership and performance contribution; and

(iii) competitive remuneration and benefits to reward our performing employees and to retain their services with our Group.

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KEY SENIOR MANAGEMENT (CONT’D)

96

Registration No.: 199601027709 (400061-H)

In addition, we also ensure that our middle management personnel are constantly exposed to various aspects of our business activities. This enables our middle management personnel to acquire an understanding of the business so that they are adequately equipped with the necessary knowledge for them to advance to higher senior management positions. If the need arises, we will recruit qualified and competent personnel with knowledge and expertise of our business to enhance our operations. By enhancing our corporate profile as a listed issuer, we expect to be able to attract more qualified personnel to play an active role in the growth and success of our Group.

4.9 MANAGEMENT AND EMPLOYEES

The breakdown of employees based on department in our Group as at 31 December 2020 and as at the LPD is as follows:

Department Total number of employees

As at 31 December 2020

As at the LPD

Executive Directors 2 3 Key Senior Management 3 3 Authorities Liaison & Tender 5 4 Project Management 5 6 Project Development 17 18 Credit Administration 11 10 Finance 5 5 Human Resource, Administration, Legal and Compliance

8 8

Total 56 57

None of our employees are member of any union nor have there been any major industrial disputes in the past. As at the LPD, our Group does not employ any foreign workers and contractual and/or temporary workers.