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As
filed with the U.S. Securities and Exchange
Commission on April 14, 2023.
Registration No. 333-239951
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
Amendment
No. 5
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AGAPE ATP CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada |
|
8000 |
|
36-4838886 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(IRS
Employer
Identification
No.) |
1705
– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman
Desa, Kuala Lumpur, Malaysia (Postal Code: 58100).
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code
+(60)
192230099
How
Kok Choong
Chief
Executive Officer
1645 Village Center Circle, Suite 17
Las Vegas, Nevada
United States, 89134
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Lawrence
S. Venick, Esq.
Loeb
& Loeb LLP
2206-19 Jardine House
1 Connaught Place Central,
Hong
Kong SAR
Tel:
+852.3923.1111 |
|
Louis
Taubman, Esq.
Guillaume
de Sampigny, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
Tel: 212-530-2210 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ |
|
Accelerated
Filer ☐ |
Non-accelerated
Filer ☐ |
(Do
not check if a smaller reporting company) |
Smaller
Reporting Company
☒ |
|
|
Emerging
Growth Company
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement contains two
prospectuses, as set forth below.
● |
Public Offering Prospectus. A prospectus to be used for the public
offering of 600,000 shares of common stock of the Registrant (the “Public Offering Prospectus”) through the underwriter
named on the cover page of the Public Offering Prospectus. |
|
|
● |
Resale Prospectus. A prospectus to be used for the resale by the selling
stockholders set forth therein of 30,269,516 shares of common stock of the Registrant (the “Resale Prospectus”). |
The Resale Prospectus is substantively
identical to the Public Offering Prospectus, except for the following principal points:
● |
they contain different outside and inside front covers and
back covers; |
|
|
● |
they contain different Offering sections in the Prospectus Summary
section beginning on page 3; |
|
|
● |
they contain different Use of Proceeds sections on page 22; |
|
|
● |
a Selling Stockholder section is included in the Resale Prospectus; |
|
|
● |
a Selling Stockholder Plan of Distribution is inserted; and |
|
|
● |
the Legal Matters section in the Resale Prospectus on page 88
deletes the reference to counsel for the underwriter. |
The Registrant has
included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the
“Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering
Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant.
The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution
of the Alternate Pages and will be used for the resale offering by the selling stockholders.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to
sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED APRIL 14, 2023
PRELIMINARY
PROSPECTUS
AGAPE
ATP CORPORATION
600,000
of Shares of Common Stock
This is a firm commitment initial
public offering of 600,000 of our shares of common stock, $0.0001 par value per share. We anticipate that the initial public offering
price of our shares will be between US$ 5.50 and US $6.50 per share. The Underwriter is obligated to take and pay for all of the shares
if any such shares are taken. We have granted the Underwriter a 15% over-allotment option, exercisable one or more times in whole or
in part, to purchase up to 90,000 additional common stock from us at the public offering price, less the underwriting discounts,
within 45 days from the date of this prospectus to cover over-allotments, if any. If the Underwriter exercises the option in full, the
total underwriting discounts payable will be $358,800, and the total proceeds to us, before expenses, will be $4,126,200.
Our common stock currently is
quoted on the OTC Markets – Pink Sheets, operated by OTC Markets Group, under the symbol “AATP.” The last reported
sale price of our common stock on the OTC Markets – Pink Sheets on August 2, 2022 was $4.01 per share.
We have applied to list our
common stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “ATPC”. There can be no
assurance that our application will be approved. The closing of this offering is contingent upon the successful listing of our
common stock on the Nasdaq Capital Market.
Investing
in our common stock is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning
on page 8 of this prospectus for a discussion of information that should be considered before making a decision to purchase our
common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
| |
Price
to Public | | |
Underwriting
Discount(1) | | |
Proceeds
to us (before
expenses) | |
| |
| | |
| | |
| |
Per
Share of Common Stock | |
$ | 6.50 | | |
$ | 0.52 | | |
$ | 5.98 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 3,900,000 | | |
$ | 312,000 | | |
$ | 3,588,000 | |
(1) |
See
“Underwriting” for additional disclosure regarding underwriting compensation payable by us. |
Delivery of the shares of common stock is expected
to be made on or about , 2023.
EF HUTTON
division of Benchmark Investments, LLC
The
date of this prospectus is , 2023.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf
of us or to which we have referred you. We have not, and the Underwriter has not, authorized anyone to provide you with information that
is different from that contained in such prospectuses. We are offering to sell shares of our common stock, and seeking offers to buy
shares of our common stock, only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business,
financial condition, results of operations and prospects may have changed since that date.
In
this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and
other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other
industry data and forecasts are reliable, we have not independently verified the data.
For
investors outside of the United States: neither we nor the Underwriter have done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You
are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the
information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters
set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment
decision.
Overview
Agape
ATP Corporation provides health solution advisory services to its clients. We primarily focus our efforts on attracting customers in
Malaysia. We have an advisory services center called the “ATP Zeta Health Program”, which is a health program designed to
effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and the promotion of
health. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition
and advice from skilled nutritionists and/or dieticians. For the years ended December 31, 2022 and 2021, our revenue was
approximately $1.9 million and $1.0 million, respectively, and our gross profit was approximately $1.2 million and
$0.7 million, respectively. Our total revenue increased by approximately 82.6% from approximately $1.0 million for the year
ended December 31, 2021 to approximately $1.9 million for the year ended December 31,2022. Our gross profit increased by approximately
65.4% from approximately $0.7 million for the year ended December 31, 2021 to approximately $1.2 million for the year ended December
31, 2022.
In
order to strengthen the Company’s supply chain, on May 8, 2020, the Company successfully acquired approximately 99.99% of Agape
Superior Living Sdn Bhd, a Malaysia company (“ASL”), with the goal of securing an established network marketing sales channel
that has been established in Malaysia for the past 18 years. ASL has been offering the Company’s ATP Zeta Health Program
as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s
retail and marketing capabilities. The acquired subsidiary allows the Company to fulfill its mission of “helping people to create
health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors
and customers who seek a healthy lifestyle.
The
Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution
advisory services; and therefore, incorporated Wellness ATP International Holdings Sdn, Bhd. (“WATP”). Upon its establishment,
WATP started collaborating with ASL to carry out various wellness programs.
On November 11, 2021, Agape
ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with Mr. Steve
Yap following which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary
health therapies. The establishment of DSY Wellness is a further expansion of our business into the health and wellness industry. Mr.
Steve Yap readily owns 33 proprietary formulas for treating non-communicable disease which he has agreed to bring into the company for
joint commercialization. Mr. Steve Yap also has existing clients receiving traditional complimentary medicine or “TCM” in
Indonesia and China.
Our
Products
We
offer three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.
Our
ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused
by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity
through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and
distributors.
Our
ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series
is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.
Our
BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic
variations and deliver a nutrigenomic solution for every individual.
The
newly established subsidiary DSY Wellness is a further expansion of our business into the health and wellness industry and aims
to pursue the business of providing traditional and complementary health therapies.
Our
Strategies
We
intend to pursue the following strategies in order to further develop and expand our business:
|
● |
Expand
our product range in each of our ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE series; |
|
|
|
|
● |
Further
penetrate existing markets; |
|
|
|
|
● |
Deepen
our relationship with existing distributors and members; |
|
● |
Further
investment into information technology such as the establishment of an e-commerce platform; |
|
|
|
|
● |
Expand
into other geographies outside of Malaysia; and |
|
|
|
|
● |
Pursue growth
through acquisitions of other health and wellness service provides. |
Our
Competitive Strengths
We
believe the following competitive strengths contribute to our success and differentiate us from our competitors:
|
● |
Well
established reputation; |
|
|
|
|
● |
Well-established
product portfolio; |
|
|
|
|
● |
Large,
highly-motivated distributor base, supported by a successful training methodology; |
|
|
|
|
● |
Scalable
business model; and |
|
|
|
|
● |
Founder-led
and deeply experienced management team. |
Our
Challenges
Our
ability to realize our mission and execute our strategies is subject to risks and uncertainties, including those relating to our ability
to:
|
● |
Respond
to a highly competitive market; |
|
|
|
|
● |
Respond
to concentration risk of heavy reliance on our largest supplier for the supply of products; |
|
|
|
|
● |
Maintain
quality product and value; |
|
|
|
|
● |
Create
brand influence; |
|
|
|
|
● |
Expand
our product offerings; and |
|
|
|
|
● |
Expand
our business in Malaysia and globally. |
Please
see “Risk Factors” and other information included in this prospectus for a discussion of these and other risks and uncertainties
that we face.
Risk
Factors
An
investment in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties
described in “Risk Factors” beginning on page 8, together with all of the other information contained in this prospectus,
including our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, before investing in
our common stock. These risks could materially affect our business, financial condition and results of operations and cause the trading
price of our common stock to decline. You could lose part or all of your investment. You should bear in mind, in reviewing this prospectus,
that past experience is no indication of future performance. You should read “Special Note Regarding Forward-Looking Statements”
for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context
of this prospectus.
Corporate
Information
Our
principal executive offices are located at 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, Kuala
Lumpur, Malaysia (Post Code: 58100). Our telephone number at this address is +(60) 327325716. Our registered office in Nevada is located
at 1645 Village Center Circle, Suite 170, Las Vegas, Nevada, United States, 89134.
Our
website is http://agapeatpgroup.com/. The information contained on our website or any third-party websites is not a part of this prospectus.
Corporate
Structure
The
following diagram illustrates our corporate structure as of the date of this prospectus and upon closing of this offering:
*As of the date of this prospectus.
** Upon closing of this offering and assuming no exercise of the
Underwriter’s Warrants and full exercise of the over-allotment option.
Note:
1. |
Represent 19,597,500 shares of common stock
held by How Kok Choong as of the date of this prospectus and immediately after this offering, representing 25.99% and 25.43% of the
common stock outstanding, respectively.
|
|
|
2. |
Agape
Superior Living Sdn. Bhd. was incorporated in Kuala Lumpur, Malaysia on August 8, 2003. The
remaining 0.01% was collectively held by Lim Ah Yew@Lim Soo Yew, Lor Keat Yoon and Teng Woei
Wei (wife of How Kok Choong).
|
|
|
3. |
Agape
S.E.A. Sdn. Bhd. was incorporated in Kuala Lumpur, Malaysia on March 4, 2004. 100% of the
company’s business is transacted with Agape Superior Living Sdn. Bhd.. The company
is considered a VIE of Agape Superior Living Sdn. Bhd. as the latter is the primary beneficiary
since it has the following characteristics: |
|
a. |
The
power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and |
|
|
|
|
b. |
The
obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the
VIE that could potentially be significant to the VIE. |
However,
Agape S.E.A.’s impact to our consolidated financial statements constitutes less than 1% of our total consolidated assets
and Agape S.E.A. did not contribute any revenues for us as of December 31, 2020.
4. |
Agape ATP Corporation was incorporated in Labuan, Malaysia
on March 6, 2017. |
|
|
5. |
Agape ATP International Holding Limited was incorporated
in Hong Kong on June 1, 2017. |
|
|
6. |
Wellness
ATP International Holdings Sdn. Bhd. was incorporated in Kuala Lumpur, Malaysia on September
11, 2020. |
|
|
7. |
DSY Wellness International Sdn. Bhd. was incorporated in
Kuala Lumpur, Malaysia on November 11, 2021, as a joint-venture entity between Agape ATP Corporation (Labuan) and Mr. Steve
Yap. |
Conventions
That Apply to This Prospectus
Unless
otherwise indicated or the context otherwise requires, references in this prospectus to:
|
● |
“dollar,”
“USD,” “US$,” or “$” are to U.S. dollars; |
|
|
|
|
● |
“RM”
and “Ringgit” are to the legal currency of Malaysia; and |
|
|
|
|
● |
“we,”
“us,” “Company,” “Agape”, “Agape ATP” and “our” are to Agape ATP Corporation,
the Nevada holding company, and its subsidiaries, and its consolidated affiliated entities. |
|
|
|
|
● |
“ASL”
are to Agape Superior Living Sdn Bhd, a Malaysia company and a 99.99% owned subsidiary of Agape ATP; |
The
Offering
Offering Price |
|
We currently estimate that the initial public offering price will be between US$ 5.50 and US $6.50 per share |
|
|
|
Common stock offered by us |
|
600,000 of
shares of common stock (or 690,000 shares of common stock if the Underwriter exercises its over-allotment option in full)
on a firm commitment basis. |
|
|
|
Common stock to be outstanding prior to this offering |
|
75,452,012 shares of common stock.
|
Common stock to be outstanding immediately after this offering |
|
76,052,012 shares of common stock, assuming
the sale of all the shares offered in this prospectus, 76,142,012 shares if the underwriter exercise the over-allotment in
full.
|
Gross proceeds to us, net of underwriting discount but before expenses: |
|
$4,126,200 assuming no exercise of the
Underwriter’s Warrants and full exercise of the over-allotment option.
|
Over-allotment option: |
|
We have granted to the Underwriter a 15% over-allotment option, exercisable
within 45 days from the closing of this offering, to purchase up to an aggregate of 90,000 additional shares of common stock. |
|
|
|
Use of proceeds |
|
We plan to use the net proceeds of this offering
primarily for general corporate purposes. For more information on the use of proceeds, see “Use of Proceeds” on page 22. |
|
|
|
Lock-up |
|
We and each of our stockholders, officers and directors have
agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any shares of common
stock or similar securities for a period of 180 days after the date of this prospectus. See “Shares Eligible for Future
Sale” and “Underwriting” for more information. |
|
|
|
Trading Market |
|
Our common stock currently is quoted on the OTC
Markets – Pink Sheets under the symbol “AATP.” We have applied to list our common stock on the Nasdaq Capital Market
under the new symbol “ATPC”. At this time, Nasdaq has not yet approved our application to list our common stock.
The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee
or assurance that our common stock will be approved for listing on Nasdaq.
|
Concentration of Ownership |
|
Prior to this offering, our executive officers
and directors beneficially own, in the aggregate, approximately 26% of the outstanding shares of our common stock, which will become
approximately 25% upon completion of this offering assuming the sale of all the shares offered in this prospectus, no exercise
of the Underwriter’s Warrants and full exercise of the over-allotment option.
|
Trading Symbol
|
|
“AATP” |
Risk factors |
|
You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock. |
Summary
Consolidated Financial Data
AGAPE
ATP CORPORATION
The
following tables summarize our historical consolidated financial data. We have derived the historical consolidated statements of operations
data for the years ended December 31, 2022 and 2021 from our consolidated financial statements included elsewhere in this
prospectus. The following summary consolidated financial data should be read in conjunction with the respective section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related
notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected
in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal
year.
Consolidated
Statements of Operations Data for the:
| |
Years
Ended December 31, | |
| |
2022 | | |
2021 | |
Revenue | |
$ | 1,856,564 | | |
$ | 1,016,962 | |
Net
loss | |
$ | (1,666,079 | ) | |
$ | (2,524,680 | ) |
Net loss per share – (basic and diluted) | |
$ | (0.02 | ) | |
$ | (0.01 | ) |
Consolidated
Balance Sheet Data as of:
| |
As of |
|
| |
December 31,
2022 | |
|
December
31, 2021 |
|
| |
| |
|
|
|
|
Total assets | |
$ | 2,791,749 | |
|
$ |
4,724,535 |
|
Total liabilities | |
$ | 1,229,295 | |
|
$ |
1,411,899 |
|
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. You should carefully consider the risks described below, which we believe
represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before
you make a decision to invest in our shares of common stock. Please note that the risks highlighted here are not the only ones that we
may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also
impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business,
financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could
decline and you could lose all or part of your investment.
Risks
Related to Our Business and Industry
Our
business and reputation may be affected by product liability claims, litigation, customer complaints, product tampering, food safety
issues, food-borne illnesses, health threats, quality control concerns or adverse publicity relating to our products. Product liability
insurance of our supplier may not cover our liability sufficiently or at all.
Like
other consumer product manufacturers, sale of our products involves an inherent risk of our products being found to be unfit for consumption
or cause illness. Products may be rendered unfit for consumption due to raw materials or product contamination or degeneration, presence
of microbials, illegal tampering of products by unauthorized third parties or other problems arising during the various stages of the
procurement, production, transportation and storage processes. The occurrence of such problems may result in customer complaints, fines,
penalties or adverse publicity causing serious damage to our reputation and brand, as well as product liability claims, other legal disputes
and loss of revenues. Under certain circumstances, we may be required to recall our products. Even if a situation does not necessitate
a product recall, we cannot assure you that product liability claims or other legal disputes will not be asserted against us as a result.
Product liability insurance of our supplier may not cover our liability sufficiently or at all and will not cover liability that arises
out of our default such as mishandling, poor storage condition and/or contamination of the products by us. As a result, a product liability
or other judgment against us, or a product recall, could have a material adverse effect on our business, financial condition or results
of operations.
Our
business is susceptible to food-borne illnesses. We cannot assure you that we are able to effectively prevent all diseases or illnesses
caused by our products or contamination of our products. Furthermore, our reliance on third-party product suppliers means that food-borne
illness incidents could be caused by our suppliers outside of our control. New illnesses may develop in the future, or diseases with
long incubation periods could arise that could give rise to claims or allegations on a retroactive basis. Reports in the media of instances
of food-borne illnesses or health threats of our products or any of their major ingredients could adversely and significantly affect
our sales, and have significant negative impact on our results of operations. This risk exists even if it were later determined that
the illness or health threat in fact was not caused by our products.
In
addition, adverse publicity about health and safety concerns, whether unfounded or not, may discourage consumers from buying our products.
Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our
products caused personal injury or illness could adversely affect our reputation and our corporate and brand image. If consumers were
to lose confidence in our brand and reputation, we could suffer long-term or even permanent declines in our sales and results of operation.
The amount of negative news, customers complaints and claims against us may also be very costly and may divert our management’s
attention from our business operation.
We
operate in a highly competitive market. If we do not compete effectively, our prospects, operating results, and financial condition could
be materially and adversely affected.
The
health and wellness market in Malaysia is a mature and a highly competitive market, with companies offering a variety of competitive
products and services. We expect competition in our market to intensify in the future as new and existing competitors introduce new or
enhanced products and services that are potentially more competitive than our products and services. The health and wellness market has
a multitude of participants in the domestic market, including, but not limited, to retail health supplement providers, pharmaceutical
companies, and network marketing company which supply health supplement products, such as Elken Group, USANA Group, NHF Group, Young
Living, Jeunesse Global Holdings LLC, USA, Shaklee Corporation, VASAYO LLC, Amway Corporation, Sami Direct, Kyäni, Inc., Melaleuca,
Inc.
We
believe many of our competitors and potential competitors may have significant competitive advantages, including but not limited to,
longer operating histories, ability to leverage their sales efforts and marketing expenditures across a broader portfolio of products
and services, larger and broader customer bases, more established relationships with a larger number of suppliers, greater brand recognition,
ability to leverage stores which they may operate, and greater financial, research and development, marketing, distribution, and other
capabilities and resources than we do. Our competitors and potential competitors may also be able to develop products and services that
are equal or more superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing
different distribution channels than we do. Some of our competitors may aggressively discount their products in order to gain market
share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for us.
If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial
condition could be materially and adversely affected.
We
are exposed to concentration risk of heavy reliance on our three largest suppliers for the supply of our products, and any shortage
of, or delay in, the supply may significantly impact on our business and results of operation.
For
the year ended December 31, 2022, we purchased $198,376, $82,434 and $79,365 from three of our major suppliers,
one of them being a related party, represented approximately 53.3%, 22.1% and 21.3%, respectively, of our total purchase.
For the year ended December 31, 2021, we purchased $28,969 and $27,707 from two of our major suppliers, represented approximately 47.3%
and 45.2%, respectively, of our total purchases. Our business, financial condition and operating results depend on the continuous supply
of products from our major suppliers and our continuous supplier-customer relationships with them. Our heavy reliance on our major suppliers
for the supply of our products will have significant impact on our business and results of operation in the event of any shortage of,
or delay in the supply.
We
currently do not have long term supply agreements with our three largest suppliers for the year ended December 31, 2022,
and we typically make ad hoc purchases through submission of purchase order forms. There is no assurance that our major suppliers
will continue to supply their products in the quantities and timeframes required by us to meet the needs of our customers or comply with
their supply agreements with us. Our product supply may also be disrupted by potential labor disputes, strike action, natural disasters
or other accidents, epidemic and pandemic affecting the supplier. If our major suppliers do not supply products to us in a timely manner
or in sufficient quantities, our business, financial condition and operating results may be materially and adversely affected.
Furthermore,
in the event of any delay in delivery of the products to us, our cash flow or working capital may be materially and adversely affected
as a result of the corresponding delay in delivery of our products to our customers, and hence the delay in our receipt of payment from
our customers.
Our
major suppliers may change their existing sales or marketing strategy in respect of the products supplied to us by changing their export
strategy, reducing its sales or production volume or changing its selling prices. Consequently, there are no assurances that our major
suppliers will not appoint other dealers or distributors which may compete with us in the market where we operate. Furthermore, any significant
increase in the selling prices of the products which we source from our suppliers will increase our costs and may adversely affect our
profit margin if we are not able to pass the increased costs on to our customers.
There
are no assurances that there will be no deterioration in our relationships with our major suppliers which could affect our ability to
secure sufficient supply of products for our business. In the event that our major suppliers change their sales or marketing strategy
or otherwise appoint other dealers or distributors who may compete with us, our business, financial condition and operating results may
be materially and adversely affected.
We
could be adversely affected by a change in consumer preferences, perception and spending habits and failure to develop or enrich our
product offering or gain market acceptance of our new products could have a negative effect on our business.
The
market we operate is subject to changes in consumer preference, perception and spending habits. Our performance depends significantly
on factors which may affect the level and pattern of consumer spending in the market we operate. Such factors include consumer preference,
consumer confidence, consumer income and consumer perception of the safety and quality of our products. Media coverage regarding the
safety or quality of, or diet or health issues relating to, our products or the raw materials, ingredients or processes involved in their
manufacturing, may damage consumer confidence in our products. A general decline in the consumption of our products could occur as a
result of change in consumer preference, perception and spending habits at any time.
Any
failure to adapt our product offering to respond to such changes may result in a decrease in our sales if such changes are related to
certain of our products. Any changes in consumer preference could result in lower sales of our products, put pressure on pricing or lead
to increased levels of selling and promotional expenses. In any event a decrease in customer demand on our products may also result in
lower sales and slow down the consumption of our inventory to a low inventory turnover level. Any of these changes could result in a
material adverse effect on our business, financial conditions or results of operations.
The
success of our products depends on a number of factors including our ability to accurately anticipate changes in market demand and consumer
preferences, our ability to differentiate the quality of our products from those of our competitors, and the effectiveness of our marketing
and advertising campaigns for our products. We may not be successful in identifying trends in consumer preferences and developing products
that respond to such trends in a timely manner. We also may not be able to effectively promote our products by our marketing and advertising
campaigns and gain market acceptance. If our products fail to gain market acceptance, are restricted by regulatory requirements, or have
quality problems, we may not be able to fully recover our costs and expenses incurred in our operation, and our business prospects, financial
condition or results of operations may be materially and adversely affected.
If
we fail to maintain quality products and value, our sales are likely to be negatively affected.
Our
success depends on the safety and quality of products that we obtain from our suppliers for our customers. Our future customers will
identify our brand name with a certain level of quality and value. If we cannot meet this perceived value or level of quality, we may
be negatively affected and our operating results may suffer. In addition, any failure on the part of our suppliers to maintain the quality
of their products, will in turn substantially harm the results of our business operations, potentially forcing us to identify other suppliers
or alter our business strategy significantly.
If
we are unable to create brand influence, we may not be able to maintain current or attract new users and customers for our products.
Our
operational and financial performance is highly dependent on the strength of our brand. We believe brand familiarity and preference will
continue to have a significant role in winning customers as the decision to buy our products and services. In order to further expand
our customer base, we may need to substantially increase our marketing expenditures to enhance brand awareness through various online
and offline means. Moreover, negative coverage in the media of our company could threaten the perception of our brand, and we cannot
assure you that we will be able to defuse negative press coverage about our company to the satisfaction of our investors, customers and
suppliers. If we are unable to defuse negative press coverage about our company, our brand may suffer in the marketplace, our operational
and financial performance may be negatively impacted and the price of our shares may decline.
Currently,
we sell our products, with or without customization, under our brand name “ATP”, to domestic customers in Malaysia and to
overseas customers. However, if our competitors initiate a lawsuit against us for infringing their trademark, we may be forced to adopt
a new brand name for our products. As a result, we may incur additional marketing cost to raise awareness of such new brand name. We
may also be ordered to pay a significant amount of damages, and our business, results of operations and financial condition could be
materially and adversely affected.
We
may be unable to protect our intellectual property rights.
We
rely on intellectual property laws in Malaysia and other jurisdictions to protect our trademarks. We are the registered owner of two
trademarks. We have recently applied to register an additional three trademarks in Malaysia. We cannot assure you that counterfeiting
or imitation of our products will not occur in the future or, if it does occur, that we will be able to address the problem in a timely
and effective manner. Any occurrence of counterfeiting or imitation of our products or other infringement of our intellectual property
rights could negatively affect our brand and our reputation, which in turn adversely affects the results of our operations.
Litigation
to prosecute infringement of our intellectual property rights could be costly and lengthy and will divert our managerial and financial
resources. We will have to bear costs of the intellectual property litigation and may be unable to recover such costs from our opposite
parties. Protracted litigation could also result in our customers deferring or limiting their purchase or use of or products until such
litigation is resolved. The occurrence of any of the foregoing will have a material adverse effect on our business, financial condition
and results of operations.
We
may incur losses resulting from product liability claims or product recalls or adverse publicity relating to our products.
We
may incur losses resulting from product liability claims with respect to our products supplied by our supplier. We may face claims or
liabilities which may arise if there exist any defects in quality of these products or any of these products are deemed or proven to
be unsafe, defective or contaminated. In the event that the use or misuse of any product distributed by us results in personal injury
or death, product liability and/or indemnity claims may be brought against us, in addition to our product recalls, and the relevant regulatory
authorities in the market we operate may close down some of our related operations and take administrative actions against us. If we
experience any business disruption and litigation, we may incur additional costs and have to divert our management’s attention
and resources on such matters, which may adversely affect our business, financial condition and results of operations.
If
we are unable to successfully develop and timely introduce new products or services or enhance existing products or services, our business,
financial condition and results of operations may be materially and adversely affected.
We
must continually source, develop and introduce new products and services as well as improve and enhance our existing products and services
to maintain or increase our sales. The success of new or enhanced products or services may depend on a number of factors including, anticipating
and effectively addressing user preferences and demand, the success of our sales and marketing efforts, effective forecasting and management
of products and services demands, purchase commitments, and the quality of or defects in our products. The risk of not meeting our customers’
preferences and demands through our products and services may result in a shift in market shares, as customers instead choose products
and services offered by our competitors. This may result in lower sales revenue, materially and adversely affecting our business, financial
condition and results of operations.
We
may not be able to manage the growth of our business and our expansion plans and operations or implement our business strategies on schedule
or within our budget, or at all.
We
are continually executing a number of growth initiatives, strategies and operating plans designed to enhance our business. In 2022
we plan to increase our revenue stream from health solution advisory services from our “ATP Zeta Health Program”, “ENERGETIQUE”
and “BEAUNIQUE” series to align with our growth strategies. Any expansion may increase the complexity of our operations and
place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems,
procedures and controls may not be adequate to support our future operations. We cannot assure you that we will be able to effectively
manage our growth or to implement all these systems, procedures and control measures successfully. Furthermore, the anticipated benefits
from these growth initiatives, strategies and operating plans are based on assumptions that may prove to be inaccurate. Moreover, we
may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits that
we expect to achieve or it may be more costly to do so than we anticipate. If, for any reason, we are not able to manage our growth effectively,
the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans
adversely affects our operations or costs more or takes longer to effectuate than we expect, and/or if our assumptions prove to be inaccurate,
our business and prospects may be materially and adversely affected.
In
addition, we may seek and pursue opportunities through joint ventures or strategic partnerships for expansion from time to time, and
we may face similar risks and uncertainties as listed above. Failure to properly address these risks and uncertainties may materially
and adversely affect our ability to carry out acquisitions and other expansion plans, integrate and consolidate newly acquired or newly
formed businesses, and realize all or any of the anticipated benefits of such expansion, which may have a material adverse effect on
our business, financial condition, results of operations and prospects.
We
have a limited operating history in the Malaysia health and wellness industry, which makes it difficult to evaluate our future prospects.
We
launched our ATP Zeta Super Health Program business in June 2016, the same month in which our Company was incorporated, followed by our
ENERGETIQUE” and “BEAUNIQUE” series in July 2018 and March 2019, respectively, and thus, we have a limited operating
history. We have limited experience in most aspects of our business operation, such as sourcing products for and offering advisory services
on all the three programs. As our business develops and as we respond to competition, we may continue to introduce new product and services
offerings and make adjustments to our existing product line and services and to our business operation in general. Any significant change
to our business model that does not achieve expected results may have a material and adverse impact on our financial condition and results
of operations. It is therefore difficult to effectively assess our future prospects.
The
Malaysia health and wellness industry may not develop as expected. Prospective retail and corporate customers may not be familiar with
the development of the market and may have difficulties distinguishing our products from those of our competitors. Convincing prospective
customers or distributors of the value of our products or services is important to the success of our business. The risk of failing to
convince potential customers or distributors to purchase products or services from us may result in the failure of our business plan.
Many customers or distributors may not be interested in purchasing products and services we sell because there is no certainty that our
business will succeed.
You
should consider our business and prospects in light of the risks and challenges we encounter or may encounter given the rapidly evolving
market in which we operate and our limited operating history. These risks and challenges include our ability to, among other things:
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manage
our future growth; |
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increase
the utilization of our products by existing and new customers; |
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maintain
and enhance our relationships with customers and distributors; |
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improve
our operational efficiency; |
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attract,
retain and motivate talented employees; |
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cope
with economic fluctuations; |
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navigate
the evolving regulatory environment; and |
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defend
ourselves against legal and regulatory actions. |
Our
historical growth rates may not be indicative of our future growth. If we are unable to manage the growth and increased complexity of
our business, fail to control our costs and expenses, or fail to execute our strategies effectively, our business and business prospects
may be materially and adversely affected.
Our
historical growth rates may not be indicative of our future growth, and we may not be able to generate similar growth rates in future
periods. Our revenue growth may slow, or our total revenues may decline for a number of possible reasons, including change in consumers’
preferences, changes in regulations and government policies, increasing competition, emergence of alternative business models, and general
economic conditions
Our
total revenues increased by approximately 82.6% from approximately 1.0 million for the year ended December 31,
2021 to approximately 1.9 million for the year ended December 31, 2022. Our gross profits increased by
approximately 65.4% from approximately $0.7 million for the year ended December 31, 2021 to approximately $1.2
million for the year ended December 31, 2022.
If
our growth rate declines, investors’ perceptions of our business and business prospects may be materially and adversely affected
and the market price of our shares could decline.
Our
lack of insurance could expose us to significant costs and business disruption.
The
health and wellness industry in Malaysia is a mature market. We currently do not have any product liability or disruption insurance to
cover our operations in Malaysia or overseas, which, based on public information available to us relating to Malaysia-based health and
wellness companies, is consistent with customary industry practice in Malaysia. We have determined that the costs of insuring for these
risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have
such insurance. If we suffer any losses, damages or liabilities in the course of our business operations, we may not have adequate insurance
coverage to provide sufficient funds to cover any such losses, damages or product claim liabilities. Therefore, there may be instances
when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely
affect our financial condition and results of operations.
A
decline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial
condition, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Our
operating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer spending
habits, including spending for health related products and services we sell, are affected by, among other things, prevailing economic
conditions, levels of unemployment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence
and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable
income. In the event of an economic slowdown, consumer spending habits could be adversely affected and we could experience lower net
sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and
results of operations.
We
operate in a heavily regulated industry.
Our
business is principally regulated by various laws and regulations in the market we operate, such as in Malaysia the Food Act 1983 (ACT
281) and Regulations, Control of Drugs and Cosmetics Regulations 1984 mandate authorization from the Food Safety and Quality Division
and National Pharmaceutical Regulatory Agency of the Ministry of Health for our Company’s products to be sold in the country. Various
registrations, certificates and/or licenses for the conduct of our business are required under the above laws, which also contain provisions
for requirements on the storage, labelling, advertising and importation of some of our products.
Based
on our experience, some of the laws and regulations of the place where we operate our business are subject to amendments, uncertainty
in interpretation and administrative actions from time to time. Therefore, we cannot assure you that, for the implementation of our business
plans and the introduction of any new product, we will be able to obtain all the necessary registrations, certificates and/or licenses.
Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against
us, which may adversely affect our reputation, financial condition or results of operation.
We
may be adversely affected by the performance of third-party contractors.
We
engaged third-party contractors to carry out logistics services. We endeavor to engage third-party companies with a strong reputation
and track record, high performance reliability and adequate financial resources. However, any such third-party contractor may still fail
to provide satisfactory logistics services at the level of quality or within the timeframe required by us or our customers. While we
generally require our logistics contractors to fully reimburse us for any losses arising from delay in delivery or non-delivery, our
results of operation and financial condition may be adversely affected if any of the losses are not borne by them. If the performance
of any third-party contractor is not satisfactory, we may need to replace such contractor or take other remedial actions, which could
adversely affect the cost structure and delivery schedule of our products and services and thus have a negative impact on our reputation,
financial position and business operations. In addition, as we expand our business into overseas markets, there may be a shortage of
third-party contractors that meet our quality standards and other selection criteria in such locations and, as a result, we may not be
able to engage a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect our delivery
schedules and delivery costs and hence our business, results of operations and financial conditions.
We
may need additional capital, and financing may not be available on terms acceptable to us, or at all.
There
is no guarantee that in the future we will generate enough profits to support our business. Although we believe that our anticipated
cash flows from operating activities together with cash on hand will be sufficient to meet our anticipated working capital requirements
and capital expenditures in the ordinary course of business for the next twelve months, we cannot assure you this will be the case. We
may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need
additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure
or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the
time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result
in further dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could
result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or
on terms acceptable to us, if at all.
Adverse
developments in our existing areas of operation could adversely impact our results of business, results of operations and financial condition.
Our
operations are focused on utilizing our sales efforts which are principally located in Malaysia. As a result, our results of operations,
cash flows and financial condition depend upon the demand for our products in Malaysia. Due to the lack of broad diversification in industry
type and geographic location, adverse developments in our current segment of the industry, or our existing areas of operation, could
have a significantly greater impact on our business, results of operations and financial condition than if our operations were more diversified.
Our
internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated
to the public.
Our management
is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule
13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and
principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors
of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
In connection with the audit of our
consolidated financial statements as of December 31, 2022, we identified three “material weaknesses”, and other control deficiencies
including significant deficiencies in our internal control over financial reporting. A “material weakness” is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material
weaknesses identified related to the Company were: (i) insufficient full-time personnel with appropriate levels of accounting knowledge
and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review
financial statements and related disclosures under U.S. GAAP; (ii) lack of a functional internal audit department or personnel that monitors
the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function
to ensure that the Company’s policies and procedures have been carried out as planned; (iii) lack of proper IT policies and procedures
developed for system change management, user access management, backup management and service organization management.
We have taken measures and plan to
continue to take measures to remedy these material weaknesses. The measures that we are planning to take include, but not limited to,
hiring of suitable IT personnel to develop and implement proper IT policies and procedures for system change management, user access
management, backup management and service organization management, form an internal audit function and have plans to hire internal auditors
to strengthen our overall governance. All internal auditors will be independent of our operations and will report directly to the audit
committee. The implementation of these measures may not fully address the material weaknesses in our internal control over financial
reporting, and we cannot conclude that they have been fully remedied. Our failure to correct theses material weaknesses or our failure
to discover and address any other material weaknesses could result in inaccuracies in our financial statements and could also impair
our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.
As a public company, we will become
subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or SOX 404, will require that we include a report from
management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly
report on Form 10-Q if we are qualified as an accelerated filer. Our management may conclude that our internal control over financial
reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective,
our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified
if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed,
or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations
may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may
be unable to timely complete our evaluation testing and any required remediation.
During the course of documenting and
testing our internal control procedures, in order to satisfy the requirements of SOX 404, we may identify other weaknesses and deficiencies
in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial
reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis
that we have effective internal control over financial reporting in accordance with SOX 404. If we fail to achieve and maintain an effective
internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations,
which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital
markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal
control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential
delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required
to restate our financial statements from prior periods.
Legal
disputes or proceedings could expose us to liability, divert our management’s attention and negatively impact our reputation.
We
may at times be involved in potential legal disputes or proceedings during the ordinary course of business operations relating to product
or other types of liability, employees’ claims, labor disputes or contract disputes that could have a material and adverse effect
on our reputation, operation and financial condition. If we become involved in material or protracted legal proceedings or other legal
disputes in the future, the outcome of such proceedings could be uncertain and could result in settlements or outcomes which materially
and adversely affect our financial condition. In addition, any litigation or legal proceedings could incur substantial legal expenses
as well as significant time and attention of our management, diverting their attention from our business and operations.
Our
failure to comply with anti-corruption laws and regulations, or effectively manage our employees, customers and business partners, could
severely damage our reputation, and materially and adversely affect our business, financial condition, results of operations and prospects.
We
are subject to risks in relation to actions taken by us, our employees, third-party customers or third-party suppliers that constitute
violations of the anti-corruption laws and regulations. While we adopt strict internal procedures and work closely with relevant government
agencies to ensure compliance of our business operations with relevant laws and regulations, our efforts may not be sufficient to ensure
that we comply with relevant laws and regulations at all times. If we, our employees, third-party customers or third-party suppliers
violate these laws, rules or regulations, we could be subject to fines and/or other penalties. Actions by Malaysia regulatory authorities
or the courts to provide an alternative interpretation of the laws and regulations or to adopt additional anti-bribery or anti-corruption
related regulations could also require us to make changes to our operations. Our reputation, corporate image, and business operations
may be materially and adversely affected if we fail to comply with these measures or become the target of any negative publicity as a
result of actions taken by us, our employees, third-party customers or third-party suppliers.
An
overall decline in the health of the economy and other factors impacting consumer spending, such as natural disasters, outbreak of viruses,
illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics may affect consumer purchases, reduce demand for
our products and materially harm our business, results of operations and financial condition.
Our
business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence
and spending, including but not limited to, general current and future economic and political conditions, consumer disposable income,
recession and fears of recession, unemployment, minimum wages, availability of consumer credit, consumer debt levels, interest rates,
tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism, active shooter situations,
outbreak of viruses, illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of
the coronavirus and its potential impact on our financial results) and consumer perceptions of personal well-being and security. For
example, in recent years, there have been outbreaks of epidemics in various countries, including Malaysia. Recently, there was an outbreak
of a novel strain of coronavirus (COVID-19), which has spread rapidly to many parts of the world, including Malaysia. In March 2020,
the World Health Organization declared the COVID-19 a pandemic. The epidemic has resulted in intermittent quarantines, travel
restrictions, and the temporary closure of stores and facilities in Malaysia.
Substantially
all of our revenues are concentrated in Malaysia. Consequently, our results of operations were adversely affected as a result of the
implementation of Movement Control Order (MCO) by the Malaysian government. The impact on the company as a result of the MCO includes:
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temporary closure of offices and travel restrictions
prevented the company and our distributors from organizing offline events, which in turn stalled our marketing effort; |
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temporary suspension of product supplies to our distributors
and members due supply chain disruption as our suppliers and logistics providers faced disruption and delay in their operation; and |
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the COVID-19 outbreak has resulted in a decline in overall
economic environment, which in turn lower the spending power of the consumer and consequently, the revenue of the company. |
Because
of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the coronavirus
cannot be reasonably estimated at this time. There is no guarantee that our total revenues will grow or remain at the similar level year
over year in the fiscal year 2023. We may have to record downward adjustments or impairment in the fair value of investments in
the fiscal year 2023, if conditions have not been significantly improved and global stock markets have not recovered from recent
declines.
In
general, our business could be adversely affected by the effects of epidemics, pandemic
or, including, but not limited to, the COVID-19, avian influenza, severe acute respiratory syndrome
(SARS), the influenza A virus, Ebola virus, severe weather conditions such as flood or hazardous air pollution, or other outbreaks. In
response to an epidemic, severe weather conditions, or other outbreaks, government and other organizations may adopt regulations and
policies that could lead to severe disruption to our daily operations, including temporary closure of our offices and other facilities.
These severe conditions may cause us and/or our partners to make internal adjustments, including but not limited to, temporarily closing
down business, limiting business hours, and setting restrictions on travel and/or visits with clients and partners for a prolonged period
of time. Various impact arising from a severe condition may cause business disruption, resulting in material, adverse impact to our financial
condition and results of operations.
We
face risks related to health epidemics, severe weather conditions and other outbreaks.
In
recent years, there have been outbreaks of epidemics in various countries, including Malaysia. Recently, there was an outbreak of a novel
strain of coronavirus (COVID-19), which has spread rapidly to many parts of the world, including Malaysia. In March 2020, the World Health
Organization declared the COVID-19 a pandemic. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure
of stores and facilities in Malaysia for prolong periods.
Substantially
all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially,
affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact
to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and
severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact,
almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:
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temporary
closure of offices, travel restrictions, financial impact of our customers or suspension supplies may negatively affect, and could
continue to negatively affect, the demand for our products; |
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our
customer may require additional time to pay us or fail to pay us at all, which could significantly increase the amount of accounts
receivable and require us to record additional allowances for doubtful accounts. We may have to provide significant sales incentives
to our sole customer during the outbreak, which may in turn materially adversely affect our financial condition and operating results; |
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any
disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including
causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our customers, which may
also lead to loss of our customers; and |
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the
global stock markets have experienced, and may continue to experience, significant decline from the COVID-19 outbreak and the marketable
securities that we have invested in could be materially adversely affected, which may lead to significant impairment in the fair
values of our investments and in turn materially adversely affect our financial condition and operating results. |
Fluctuations
in foreign currency exchange rates could have a material adverse effect on our financial results.
We
earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including Australian
Dollars, Malaysian Ringgit and Hong Kong Dollars. Since our consolidated financial statements are presented in U.S. dollars, we must
translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at
the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other currencies affect our
net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies. We cannot assure you
that fluctuations in foreign currency exchange rates, particularly the strengthening or weakening of the U.S. dollar against major currencies
would not materially affect our financial results.
Our
business depends on the continued contributions made by Dr. How Kok Choong, as our founder, chief executive officer, chief operating
officer, chairman of the board of Directors, Director and secretary, the loss of who may result in a severe impediment to our business.,
Our
success is dependent upon the continued contributions made by our CEO and President, Dr. How Kok Choong. We rely on his expertise
in business operations when we are developing our business. We have no “Key Man” insurance to cover the resulting losses
in the event that any of our officer or directors should die or resign.
If
Dr. How Kok Choong cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives
in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material
impact on our financial position and operating results. To continue as a viable operation, the Company may have to recruit and train
replacement personnel at a higher cost. Additionally, if Dr. How Kok Choong joins our competitors or develops similar businesses
that are in competition with our Company, our business may also be negatively impacted.
Our
future success depends on our ability to attract and retain qualified long-term staff to fill management, technology, sales, marketing,
and customer services positions. We have a great need for qualified talent, but we may not be successful in attracting, hiring, developing,
and retaining the talent required for our success.
If
we are not able to achieve our overall long-term growth objectives, the value of an investment in our Company could be negatively affected.
We
have established and publicly announced certain long-term growth objectives. These objectives were based on, among other things, our
evaluation of our growth prospects, which are generally driven by the sales potential of many product types, some of which are more profitable
than others, and on an assessment of the potential price and product mix. There can be no assurance that we will realize the sales potential
and the price and product mix necessary to achieve our long-term growth objectives.
We
may incur losses resulting from product liability claims or product recalls or adverse publicity relating to our products.
We
may incur losses resulting from product liability claims with respect to our products supplied by our suppliers. We may face claims or
liabilities which may arise if there exist any defects in quality of these products or any of these products are deemed or proven to
be unsafe, defective or contaminated. In the event that the use or misuse of any product distributed by us results in personal injury
or death, product liability and/or indemnity claims may be brought against us, in addition to our product recalls, and the relevant regulatory
authorities in the market we operate may close down some of our related operations and take administrative actions against us. If we
experience any business disruption and litigation, we may incur additional costs and have to divert our management’s attention
and resources on such matters, which may materially and adversely affect our business, financial condition and results of operations.
We
had previously relied on the variable interest entity, Agape S.E.A. Sdn Bhd, in Malaysia for our business operations, which may
not be as effective in providing operational control or enabling us to derive economic benefits as through ownership of controlling equity
interests. While we no longer rely on Agape S.E.A. Sdn Bhd for our operations, we may do so in the future.
Agape S.E.A. Sdn
Bhd’s equity at risk was insufficient to finance its business activities and it provided all of the Company’s purchases during
the fiscal years ended December 31, 2020 and 2019. As a result, it is considered to be a variable interest entity (“VIE”)
and the Company is the primary beneficiary since it has both of the following characteristics, (a) the power to direct the activities
of the VIE that most significantly impact the VIE’s economic performance; and (b) the obligation to absorb losses of the VIE that
could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the
VIE. However, the Company no longer relied on the VIE after the fiscal year ended December 31, 2020. For the years ended December 31,
2022 and 2021, Agape S.E.A. Sdn Bhd did not provide any purchase to the Company. In addition, Agape S.E.A.’s impact to our consolidated
financial statements constitutes less than 1% of our total consolidated assets. While the Company have not made any purchases from the
VIE for the year ended December 31, 2022, we may expect to continue to rely on ASL’s beneficiary ownership structure with Agape
S.E.A. to operate our business. If we fail to continue our beneficiary ownership structure with Agape S.E.A. in the future, it could
have a material adverse effect on our financial condition and results of operations.
Risks
Related to Doing Business in Malaysia
Developments
in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.
Our
business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic
developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism,
nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.
Negative
developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations
and prospects. The Malaysian economy registered modest growth of approximately 8.7% and 3.1% in 2022 and 2021 respectively, according
to the Department of Statistics Malaysia. Although the overall Malaysian economic environment (in which we predominantly operate) appears
to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless
factors, and it is extremely difficult to predict with any level of absolute certainty.
Furthermore,
on March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic. To help counter the transmission
of COVID-19, from March 18, 2020 to April 26, 2022, the government of Malaysia initiated (i) Movement control orders (“MCO”). The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. (ii) Conditional
Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating
Procedures mandated by the government of Malaysia. (iii) Recovery Movement Control Order (“RMCO”). At the height of the pandemic,
on January 12, 2021, the Malaysian government even declared a state of emergency nationwide to combat COVID-19. On April 27, 2022, the
Malaysian government announced the country had entered into the endemic phase with further easing of restrictions. We are witnessing
the adverse impact on the purchasing power of consumers in Malaysia, where our products are mainly sold as a direct result of the prolonged
pandemic. As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain. In the event
that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in our profitability. This could
in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an
investment in our Company.
We are subject to foreign exchange
control policies in Malaysia.
The ability of our subsidiaries to
pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate.
For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country
in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration,
an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate
both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate
any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions),
including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to
any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected
in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a
holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions
on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.
Economic,
market and political developments in the countries where we operate could have a material and adverse effect on our business.
As
with all organizations that seek to reduce business risks via geographical expansion, the economic, market and political conditions in
other countries, particularly emerging market conditions in Southeast Asia, could have an influence on our business. Any widespread global
financial instability or a significant loss of investor confidence in emerging market economies may materially and adversely affect our
business, financial condition, results of operations, prospects or reputation.
Examples
of such external factors or conditions that are outside our control include, but are not limited to the following:
|
● |
general
economic, political and social conditions in Southeast Asian markets; |
|
● |
consumer
spending patterns in our key markets; |
|
|
|
|
● |
currency
and interest rate fluctuations; |
|
|
|
|
● |
international
events and circumstances such as wars, terrorist attacks, natural disasters and political instability; and |
|
|
|
|
● |
changes
in legal regimes and governmental regulations, such as licensing and approvals, taxation, duties and tariffs, in key markets and
abroad. |
For
example, the global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went
into recession. The recovery from the lows of 2008 and 2009 was uneven and the global economy has continued to face new challenges. There
is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the
central banks and financial authorities of some of the world’s leading economies, including the United States. For example, in
2013, the Federal Reserve Bank in the United States announced the tapering of its bond-buying program which led to a high degree of volatility
in equity markets and substantial devaluations in the currencies of many emerging economies, including markets where we operate. Economic
conditions in the countries where we operate might be sensitive to global economic conditions, as well as changes in domestic economic
and political policies and the expected or perceived overall economic growth rate in emerging markets. Furthermore, the outbreak of coronavirus
disease 2019 was first reported in December 2019 in Wuhan, China. These figures are huge
relative to the small size economy of the country. We are witnessing the adverse impact on the purchasing power of consumers in Malaysia,
where our products are mainly sold as a direct result of the prolonged pandemic.
Management
and Governance Risks
Risks
Related to our Common Stock and this Offering
Volatility
in our shares price may subject us to securities litigation.
The
market for our shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may
continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities
class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future,
be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s
attention and resources.
We
may never be able to pay dividends and are unlikely to do so.
To
date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable.
Earnings, if any, are expected to be used to advance our activities and for working capital and general corporate purposes, rather than
to make distributions to stockholders. Since we are not in a financial position to pay dividends on our common stock and future dividends
are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation
in the share price. The potential or likelihood of an increase in share price is uncertain.
In
addition, under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that
our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate
sufficient profits. Furthermore, because of the various rules applicable to our operations in Malaysia and the regulations on foreign
investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to
our stockholders.
Stockholders
may be diluted significantly through
our efforts to obtain financing and satisfy obligations through the issuance of securities.
Wherever
possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that
the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests
of our stockholders. We are authorized to issue an aggregate of 1,000,000,000 shares of common stock and 200,000,000 shares of preferred
stock. We may issue additional shares of common stock or other securities that are convertible into or exercisable for our common
stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes,
or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on
the trading price of the common stock. We expect we will need to raise additional capital in the near future to meet our working capital
needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities
in the future in conjunction with these capital raising efforts, including at a price (or exercise prices) below the price you paid for
your stock.
We
are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller
reporting companies will make our common stock less attractive to investors.
We
are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a
majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million
during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,”
at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our
SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide
simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley
Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control
over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things,
only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings
due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations
and financial prospects.
The
offering price of our shares of common stock offered in the Resale Prospectus Resale is fixed.
The selling stockholders
of the Resale Prospectus will offer and sell their shares of common stock being offered under the Resale Prospectus at $6.50 per share
for the duration of the offering or until the shares are listed on a national securities exchange at which time the shares offered under
the Resale Prospectus may be sold at prevailing market prices or privately negotiated prices or in transactions that are not in the public
market. We have applied to list our common stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “ATPC.”
No assurance can be given that our application will be approved. The closing of this offering is contingent upon the successful listing
of our common stock on the Nasdaq Capital Market.
We plan to list our common stock on NASDAQ.
We may not be able to maintain our listing on NASDAQ which could limit investors’ ability to make transactions in our
securities and subject us to additional trading restrictions.
We have applied to list our common
stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “ATPC”. Even if our common stock
is approved to be listed on NASDAQ, we cannot assure you that our common stock will continue to be listed on NASDAQ in
the future. In order to continue listing our securities on NASDAQ, we must maintain certain financial, distribution and share
price levels. Moreover, we must comply with certain listing standards regarding the independence of our board of directors and members
of our audit committee. We intend to fully comply with these requirements, but we may not continue to be able to meet these requirements
in the future.
If NASDAQ delists our
securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect
our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:
|
● |
a
limited availability of market quotations for our securities; |
|
|
|
|
● |
reduced
liquidity for our securities; |
|
|
|
|
● |
a
determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere
to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
|
|
|
|
● |
a
limited amount of news and analyst coverage; and |
|
|
|
|
● |
a
decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Because we expect that our common stock will be listed on NASDAQ, such
securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute
does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then
the states can regulate or bar the sale of covered securities in a particular case. Furthermore, if we were no longer listed on NASDAQ,
our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.
The
price of our common stock may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses
for investors.
The
trading price of our common stock following this offering may be subject to instances of extreme stock price run-ups followed by rapid
price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or
prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price
of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response
to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our
results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet
these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or
ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements
by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital
commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations
in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of
large blocks of our ordinary shares, including sales by our executive officers, directors and significant stockholders; lawsuits threatened
or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our
capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving
our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and
related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine; and the
other factors described in this section of the prospectus captioned “Risk Factors.”
Certain recent
initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated
to the underlying performance of the respective company. Our common stock may potentially experience rapid and substantial price volatility,
which may make it difficult for prospective investors to assess the value of our common stock.
In addition to the risks
addressed above under “the price of our common stock may rapidly fluctuate or may decline regardless of our operating performance,
resulting in substantial losses for investors,”our common stock may be subject to rapid and substantial price volatility. We
may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects,
making it difficult for prospective investors to assess the rapidly changing value of our common stock. Recently, there have been instances
of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public
offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company, we may experience
greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In
particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid
and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial
condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.
In addition, if the
trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence prices of
our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage
changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment
or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political
conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses
on their investment in our common stock. A decline in the market price of our common stock also could adversely affect our ability to
issue additional common stock or other securities and our ability to obtain additional financing in the future. No assurance can be given
that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock
may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Plan of Operations”, and “Business”. Known
and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results,
performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You
can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking
statements largely on our current expectations and projections about future events that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
|
● |
Our
goals and strategies; |
|
|
|
|
● |
Our
future business development, financial conditions and results of operations; |
|
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|
● |
Our
expectations regarding demand for and market acceptance of our products and services; |
|
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|
● |
Our
ability to attract and retain management; |
|
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|
● |
Our
ability to raise capital when needed and on acceptable terms and conditions; |
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|
● |
The
intensity of competition; |
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|
● |
General
economic conditions; |
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|
● |
Changes
in regulations; |
|
|
|
|
● |
Relevant
government policies and regulations relating to our industry; |
|
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|
● |
Whether
the market for healthcare services continues to grow, and, if it does, the pace at which it may grow; |
|
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|
● |
Our
ability to compete against large competitors in a rapidly changing market; and |
|
|
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|
● |
Our
ability to comply with the continued listing standards on the exchange or trading market on which our common stock is listed for
trading; and |
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|
● |
The impact of COVID-19 on business environment and consumer
preference. |
These
forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking
statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from
our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are
generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” “Business” and other sections in this prospectus. You should thoroughly read this prospectus and the
documents that we refer to with the understanding that our actual future results may be materially different from and worse than what
we expect. We qualify all of our forward-looking statements by these cautionary statements.
This
prospectus contains certain data and information that we obtained from private publications. Statistical data in these publications also
include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure
of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our common
stock. In addition, the rapidly changing nature of the health and wellness industry results in significant uncertainties for any projections
or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying
the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should
not place undue reliance on these forward-looking statements.
The
forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made
in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the
occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed
as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual
future results may be materially different from what we expect.
USE
OF PROCEEDS
We estimate that we will receive
net proceeds from this offering of approximately $3.17 million, or approximately $3.70 million if the Underwriter exercises
its over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us.
The
primary purposes of this offering are to create a public market of our shares for the benefit of all stockholders, retain talented
employees, and obtain additional capital. We plan to use the net proceeds of this offering as follows:
|
● |
approximately
15% for strengthening sales and marketing of our products, services and branding, including further development and promotion of
our e-trading platform; |
|
|
|
|
● |
approximately
40% for research and development (“R&D”) and technological development, including further research on enhancements
of components in our current product and service offerings and the construction of a e-trading platform; |
|
|
|
|
● |
approximately
20% for expanding operations into ASEAN and US markets, including expansion of our market share in Indonesia, Singapore and Thailand,
collaborations with US companies in terms of product R&D and expansion of e-commerce operations to target US consumers; |
|
|
|
|
● |
approximately
20% for future vertical and horizontal integrations, including strategic collaborations,
mergers & acquisitions of insurance and health care service providers. We will further
invest into production resources allowing us to produce our own products, ensuring supply
and quality while reducing costs. In relation to the mergers and acquisitions, it will be
mainly for our development as a comprehensive wellness ecosystem company. We have identified
targets companies matching the following criteria: (i) with profitability and customer base
comprising customers from the health care industry; and (ii) with established knowledge base
of empirical/holistic skills, knowledge and technologies which are applicable to transform
our company into a wellness ecosystem company such as skin care, cosmetic bio lab production,
wellness center or complementary medical therapies for chronic health problems, manufacturers
of water filtration system, etc.; and |
|
|
|
|
● |
the
remainder for working capital and general corporate purposes, including legal, accounting and other professional fees associated
with becoming a public company, general and administrative expenses associated with increased operations, and recruitment
of talent associated with increase operations. |
The
amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors.”
The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds
of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering.
If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in
this prospectus.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain all of our future earnings, if any,
to finance the growth and development of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable
future.
CAPITALIZATION
The
following table describes our cash and our capitalization as of December 31, 2022:
|
●
|
on
an actual basis; and |
|
|
|
|
●
|
on
an as adjusted basis to reflect our receipt of the net proceeds from this offering after deducting the underwriting discounts,
non-accountable expense allowance and estimated offering expenses payable by us. |
The
as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment
based on the public offering price of our common stock and other terms of this offering determined at pricing. In addition, except for
the last column in the first table below, the tables below assume that the Underwriter over-allotment option has not been exercised.
You should read this capitalization table together with our consolidated financial statements and the related notes appearing elsewhere
in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section and other financial information included elsewhere in this prospectus.
|
|
Actual |
|
|
Pro Forma Adjusted for IPO(1) (2) |
|
|
Pro Forma Adjusted for IPO including Over- allotment(3) |
|
Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding, actual and as adjusted |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 75,452,012 issued and
outstanding, as adjusted |
|
|
7,545 |
|
|
|
7,605 |
|
|
|
7,614 |
|
Additional paid in capital |
|
|
6,470,716 |
|
|
|
9,140,822 |
|
|
|
9,673,163 |
|
Accumulated deficit |
|
|
(4,945,586 |
) |
|
|
(4,945,586 |
) |
|
|
(4,945,586 |
) |
Accumulated other comprehensive income |
|
|
9,266 |
|
|
|
9,266 |
|
|
|
9,266 |
|
Non-controlling interests |
|
|
20,513 |
|
|
|
20,513 |
|
|
|
20,513 |
|
Total stockholders’ equity |
|
$ |
1,562,454 |
|
|
$ |
4,232,620 |
|
|
$ |
4,764,970 |
|
(1)
Gives effect to the sale of common stock at a public offering price of $6.50 per share and to reflect the application of the
proceeds after deducting our estimated offering expenses.
(2) Pro forma adjusted for IPO
additional paid in capital reflects the net proceeds we expect to receive, after deducting the Underwriter discount of 8%, non-accountable
expense allowance of 1% and other expenses (all the accountable expenses). We expect to receive net proceeds of $3,169,368 ($3,900,000
offering, less underwriting fee of $312,000 and other offering expenses of $418,632. For an itemization of an
estimation of the total offering expenses, see “Item 13. Other Expenses of issuance and Distribution” beginning on page II-1
of this prospectus.
(3) Pro forma adjusted for IPO
additional paid in capital including the Underwriter’s over-allotment option reflects the net proceeds we expect to receive after
the under exercise the over-allotment option in full and after deducting the underwriting discount of 8%, non-accountable expense allowance
of 1% and other expenses (all the accountable expenses). We expect to receive net proceeds of $3,701,718 ($4,485,000 offering,
less underwriting fee of $358,800 and other offering expenses of $424,482. For an itemization of an estimation of
the total offering expenses, see “Item 13. Other Expenses of issuance and Distribution” beginning on page II-1 of this prospectus.
DILUTION
If
you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference
between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock
immediately after this offering.
Dilution
results from the fact that the per share offering price is substantially in excess of the book value per share of common stock attributable
to the existing stockholders for our presently outstanding shares of common stock. Net tangible book value per share is determined by
dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. Our historical
net tangible book value as of December 31, 2022, was $937,562 or $0.01 per share.
Our post offering as adjusted
net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the
offering but does not take into consideration any other changes in our net tangible book value after December 31, 2022, will be
approximately $4,106,930 or approximately $0.05 per share. This would result in dilution to investors in this offering
of approximately $6.45 per share or approximately 99.17% from the assumed offering price of $6.50 per share. Net tangible
book value per share would increase to the benefit of present stockholders by $0.04 per share attributable to the purchase of
the shares by investors in this offering.
The
following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing
shares.
|
|
Offering(1) |
|
|
Full Over-
allotment
Post-offering(2) |
|
Assumed offering price per common stock |
|
$ |
6.50 |
|
|
$ |
6.50 |
|
Net tangible book value per common stock as of December 31, 2022 |
|
$ |
0.01 |
|
|
$ |
0.01 |
|
Increase in net tangible book value per share after this offering |
|
$ |
0.04 |
|
|
$ |
0.05 |
|
Net tangible book value per common stock after the offering |
|
$ |
0.05 |
|
|
$ |
0.06 |
|
Dilution per common stock to new investors |
|
$ |
6.45 |
|
|
$ |
6.44 |
|
Dilution per common stock to new investors (%) |
|
|
99.17 |
% |
|
|
99.06 |
% |
(1) |
Assumes
gross proceeds from offering of 600,000 shares of common stock. |
(2) |
Assumes
gross proceeds from offering of 690,000 shares of common stock, if over-allotment option is exercised in full. |
The
following chart illustrates our pro forma proportionate ownership, upon completion of the offering, by present stockholders and
investors in this offering, compared to the relative amounts paid by each. The charts reflect payment by present stockholders
as of the date the consideration was received and by investors in this offering at the offering price without deduction of the estimated
underwriting discount, non-accountable expense allowance and our estimated offering expenses. The charts further assume no changes
in net tangible book value other than those resulting from the offering.
|
|
Shares Purchased |
|
|
Total Consideration |
|
|
Average
Price |
|
|
|
Number |
|
|
Percentage |
|
|
Amount |
|
|
Percentage |
|
|
Per Share |
|
New investors(1) |
|
|
600,000 |
|
|
|
0.79 |
% |
|
$ |
3,900,000 |
|
|
|
37.58 |
% |
|
$ |
6.50 |
|
Existing stockholders |
|
|
75,452,012 |
|
|
|
99.21 |
% |
|
$ |
6,478,261 |
|
|
|
62.42 |
% |
|
$ |
0.09 |
|
Total |
|
|
76,052,012 |
|
|
|
100.00 |
% |
|
$ |
10,378,261 |
|
|
|
100.00 |
% |
|
$ |
0.14 |
|
(1) |
Assuming
the offering is fully subscribed. |
SELECTED
CONSOLIDATED FINANCIAL DATA
AGAPE
ATP CORPORATION
The
following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated statements
of operations data for the years ended December 31, 2022 and 2021, and the selected consolidated balance sheet data as
of December 31, 2022 and 2021 have been derived from our consolidated financial statements, included elsewhere in this
prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period,
and our results for any interim period are not necessarily indicative of the results expected for a full fiscal year.
You
should read the following financial information together with the information under “Agape ATP Corporation Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes
included elsewhere in this prospectus.
Consolidated
Statements of Operations Data:
| |
For the Years Ended December 31, | |
| |
2022 | | |
2021 | |
Revenue | |
$ | 1,856,564 | | |
$ | 1,016,962 | |
Cost of revenue | |
| (666,042 | ) | |
| (297,333 | ) |
Gross profit | |
| 1,190,522 | | |
| 719,629 | |
Selling, general and administrative expenses | |
| (2,723,788 | ) | |
| (2,578,197 | ) |
Loss from operations | |
| (1,533,266 | ) | |
| (1,858,568 | ) |
Other expenses, net | |
| (136,868 | ) | |
| (529,045 | ) |
Benefit of (Provision) for income taxes | |
| 4,055 | | |
| (137,067 | ) |
Net loss | |
| (1,666,079 | ) | |
| (2,524,680 | ) |
Net (income) loss attributable to non-controlling interests | |
| (20,820 | ) | |
| 436 | |
Net loss attributable to Agape ATP Corporation | |
$ | (1,686,899 | ) | |
$ | (2,524,244 | ) |
Net loss | |
$ | (1,666,079 | ) | |
$ | (2,524,680 | ) |
Other comprehensive loss | |
| (84,132 | ) | |
| (87,615 | ) |
Comprehensive loss | |
$ | (1,750,211 | ) | |
$ | (2,612,295 | ) |
Less: Comprehensive income (loss) attributable to non-controlling interests | |
| 20,849 | | |
| (433 | ) |
Comprehensive loss attributable to Agape ATP Corporation | |
$ | (1,771,060 | ) | |
$ | (2,611,862 | ) |
Net loss per share – (basic and diluted) | |
$ | (0.02 | ) | |
$ | (0.01 | ) |
Weighted average number of common shares outstanding (basic and diluted) | |
| 87,822,337 | | |
| 376,216,452 | |
Consolidated
Balance Sheets Data:
| |
As of |
|
| |
December 31, 2022 | |
|
December
31, 2021 |
|
| |
| |
|
|
|
|
Current assets | |
$ | 2,028,534 | |
|
$ |
3,912,122 |
|
Total assets | |
$ | 2,791,749 | |
|
$ |
4,724,535 |
|
Current liabilities | |
$ | 1,229,295 | |
|
$ |
1,312,841 |
|
Total liabilities | |
$ | 1,229,295 | |
|
$ |
1,411,899 |
|
Total equity | |
$ | 1,562,454 | |
|
$ |
3,312,636 |
|
AGAPE
ATP CORPORATION
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS
OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section
headed “Selected Consolidated Financial and Operating Data” and our consolidated financial statements and the related notes
included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as
a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.
Company
Overview
Agape
ATP Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2016.
Agape
ATP Corporation operates through its subsidiaries, namely, Agape ATP Corporation, a company incorporated in Labuan, Malaysia, and Agape
Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia.
Agape
ATP Corporation is an investment holding company that holds 100% of the equity interest in Agape ATP International Holding
Limited, a company incorporated in Hong Kong.
On
May 8, 2020, the Company entered into a Share Exchange Agreement with Dr. How Kok Choong, CEO and director of the Company to acquire
9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in Agape Superior Living Sdn. Bhd.,
an entity incorporated in Malaysia.
ASL
is a limited company incorporated on August 8, 2003,
under the laws of Malaysia.
On
September 11, 2020, the Company incorporated WATP, a wholly owned subsidiary
under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services
that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. On September 15, 2020,
WATP entered into a business collaboration agreement with ASL to carry out certain wellness programs.
On
November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”)
with Mr. Steve Yap which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of
providing complementary health therapies.
The
Company and its subsidiaries are principally engaged in the health and wellness Industry. The principal activity of the Company
is to supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation,
anti-aging and products designed to improve the overall health system of the human body and various wellness programs.
Agape
ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company
primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”,
which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy
lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of
modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.
In
order to strengthen the Company’s supply chain, on May 8, 2020, the Company successfully acquired approximately 99.99% of ASL,
with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 18
years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates
synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The acquired subsidiary allows
the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business
opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.
Via
ASL, the Company offers three series of programs
which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.
The
ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused
by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity
through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and
distributors.
The
ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series
is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.
The
BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic
variations and deliver a nutrigenomic solution for every individual.
The
Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution
advisory services; and therefore incorporated WATP in September 2020. Upon its establishment, WATP started collaborating with ASL to
carry out various wellness programs.
To
further its reach in the Health and Wellness Industry, on November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity,
DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with Mr. Steve Yap which Agape ATP Corporation (Labuan) owns 60%
of the equity interest, to pursue the business of providing complementary health therapies.
Results
of Operation
For the years ended December 31, 2022 and
2021
Revenue
We generated revenue of $1,856,564, which comprised
revenue from the Company’s network marketing business of $1,141,307 (approximately 61.5%); and revenue from the Company’s
operations in the provision of complementary health therapies of $715,257 (approximately 38.5%) for the year ended December 31, 2022
as compared to $1,016,962, which amount was solely attributable to revenue from the Company’s network marketing business for the
year ended December 31, 2021. Revenue from the Company’s network marketing business increased marginally by $124,345 or approximately
12.2%. Total revenue increased by a $839,602 or approximately 82.6%. The increase was predominately due to: (i) the recovery
from COVID-19 in Malaysia after April 2022. The Company made progress in revenue generating as Malaysia, where the Company’s operations
predominantly reside, has moved to a COVID-19 endemic phase with minimal restrictions on businesses and people movements in the country;
and (ii) the Company’s operations in the provision of complementary health therapies since February 2022.
Cost of Revenue
Cost of revenue for the year ended December 31,
2022 amounted to $666,042 as compared to $297,333 for the year ended December 31, 2021, representing a increase of $368,709
or approximately 124.0%. The increase was in line with the increase in revenue as explained in the above.
Cost of revenue typically comprise of freight-in,
cost of goods purchased, packing materials and services acquired.
Gross Profit
Gross profit for the year ended December 31, 2022
amounted to $1,190,522, represented a gross margin of, approximately 64.1%, as compared to $719,629 for the year ended December 31, 2021,
which was equivalent to a gross margin of approximately 70.8%. The decrease in gross margin was predominantly due to a lower gross margin
associated with the provision of complementary health therapies as compared to the Company’s network marketing business; and promotional
activities undertaken by the Company to increase revenue from its network marketing business.
Operating Expenses
Our operating expenses consist of selling expenses,
commission expenses, general and administrative expenses and provision for doubtful accounts.
Selling expenses
Selling expenses for the year ended December 31,
2022 amounted to $361,414 as compared to $394,682 for the year ended December 31, 2021, a decrease of $33,268 or approximately 8.4%.
The Company’s selling expenses typically comprise salaries and benefits expenses, credit card processing fees and promotional expenses.
The decrease in selling expenses was predominantly due to decrease in salaries and benefits expenses.
Commission expenses
Commission expenses were
$405,351 and $316,267 for the years ended December 31, 2022 and 2021, respectively, representing an increase of $89,084 or approximately
28.2%. The increase in commission expenses was in line with the increase in revenue.
General and administrative
expenses (“G&A expenses”)
G&A expenses for the year ended December 31,
2022 amounted to $1,957,023, as compared to $1,745,734 for the year ended December 31, 2021, representing an increase of $211,289, or
approximately 12.1%. The increase in G&A expenses was mainly due to G&A expenses associated with the provision of complementary
health therapies. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional
expenses and depreciation expenses.
Provision for doubtful accounts
Provision for doubtful accounts were $0 and $121,514
for the years ended December 31, 2022 and 2021 respectively. The provision for doubtful accounts brought forward was in respect of prepayments
to a supplier. As the Company’s attempts to recover the prepayments were futile, the entire provision for doubtful accounts of
$121,514 was written-off during the year ended December 31, 2022.
Other (Expenses) Income
For the year ended December 31, 2022, we recorded
an amount of $136,868 as other expenses, net as compared to $529,045 other expenses, net for the year ended December 31, 2021, representing
a significant decrease of $392,177, or approximately 74.1%, in other expenses, net. The net other expenses of $136,868 incurred during
the year ended December 31, 2022 comprised of other expenses of $79,539, interest income of $16,190 and unrealized holding loss on marketable
securities of $73,519. The net other expenses of $529,405 incurred during the year ended December 31, 2021 comprised of other expense
of $68,323, interest income of $25,570, unrealized holding loss on marketable securities of $505,231 and dividend income from marketable
securities of $18,939. The significant decrease of other expenses, net was mainly due to the decrease of unrealized holding loss on marketable
securities as a result of market price changes during the year of those investments held by the Company.
Benefit of (Provision for) Income Taxes
We had benefits of income taxes of $4,055 and
provision for income taxes of $137,067 for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31,
2022, our operations in Malaysia recorded benefits of income taxes due to overprovision of taxes in prior years.
During the year ended December 31, 2021, we had
provision for income taxes of $114,862 due to certain permanent items required for the income taxes provision in Malaysia jurisdiction
after our Malaysia local tax audit and had provision for income taxes of $22,205 on U.S. GILTI taxes provision.
Net Loss
We generated a net loss of $1,666,079 for the
year ended December 31, 2022, as compared to $2,524,680 for the year ended December 31, 2021, a decrease of $858,601 or approximately
34.0%, predominately due to reasons as discussed above.
Liquidity and Capital Resources
Malaysia, where the operations of the Company
predominantly reside, officially transitioned to the endemic phase of COVID-19 effective April 1, 2022. Restrictions on businesses and
people are minimal.
Meanwhile, the government
continues to encourage inoculation for those between the ages of 5 to 11 years and its adolescent group which comprised those between
the ages 12 and 17. Adults who have been fully vaccinated, i.e. received two doses of the COVID-19 vaccine are encouraged to take booster
shots.
Substantially
all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially,
affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact
to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and
severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact,
almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:
|
● |
temporary
closure of offices, travel restrictions, disruption or suspension of supplies, our customers may be negatively impacted financially
resulting in which the demand for our products may be adversely affected ; |
|
● |
we
may have to provide significant sales incentives to our customers during the outbreak, which may in turn materially adversely affect
our financial condition and operating results ;
and |
|
● |
any
disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including
causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our customers, which may
also lead to loss of our customers. |
From our experiences operating under the much-restricted
COVID-19 environment, we have modified our methods of operations, to build in sufficient buffer in the management of inventories. We
may experience slight delay in products delivery lead time but barring unforeseen circumstances, the setback should be temporary.
We are currently operating primarily in Malaysia
and anticipate expanding into the Asian markets in the future, with a particular focus, at least initially, on expanding into Thailand,
Indonesia and Taiwan. We will explore expansion via e-commerce. Now that most nations are living alongside COVID-19, we will re-assess
our plans to set up offices in the countries in which we operate to better service our customers.
Because of the uncertainty surrounding the COVID-19
outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There
is no guarantee that the Company’s total revenues will grow or remain at similar levels year over year in 2023 and beyond.
As of December 31, 2022, we had working
capital of $799,239 consisting of cash and cash in bank of $523,619 and time deposits of $914,811 as compared to working capital of
$2,599,281 consisting of cash and cash in bank of $622,501 and time deposits of $1,975,347 as of December 31, 2021. The Company had
a net loss of $1,666,079 for the year ended December 31, 2022 and accumulated deficits of $4,945,586 as of December 31, 2022 as
compared to net loss of $2,524,680 for the year ended December 31, 2021 and accumulated deficits of $3,258,687 as of December 31,
2021.
In assessing our liquidity and going concern,
management is projecting that the company’s revenue will revert to pre-pandemic level, generating sufficient cash therefrom to
cover our operating expenses.
If our Company is unable to generate sufficient
cash flow within the normal operating cycle of a twelve-month period to pay for its future payment obligations, we may have to consider
supplementing our available sources of funds through the following sources:
|
● |
other
available sources of financing from Malaysia banks and other financial institutions; and |
|
|
|
|
● |
financial
support from our related parties and shareholders. |
Based on the above initiatives, management is
of the opinion that the Company shall have sufficient funds to meet its working capital requirements and debt obligations as they become
due in the foreseeable future twelve months from the date of issuance of this Annual Report. However, there is no assurance that management
will be successful in its plans.
The
following summarizes the key components of our cash flows for the years ended December 31, 2022 and 2021:
| |
For
the years ended December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Net
cash used in operating activities | |
$ | (811,683 | ) | |
$ | (845,842 | ) |
Net
cash used in investing activities | |
| (32,119 | ) | |
| (3,959 | ) |
Net
cash used in financing activities | |
| (234,466 | ) | |
| (19,061 | ) |
Effect
of exchange rate on cash and cash equivalents | |
| (81,150 | ) | |
| (50,890 | ) |
Net
change in cash and cash equivalents | |
$ | (1,159,418 | ) | |
$ | (919,752 | ) |
Operating
activities
Net cash used in operating
activities for the year ended December 31, 2022 was $811,683 and were mainly comprised of the net loss of $1,666,079, the non-cash deferred
tax benefit of $14,751, the increase in accounts receivables of $2,824, the increase in amount due from related parties of $3,786, the
payment of operating lease liabilities of $145,197 and the decrease in other payables (including related parties) and accrued liabilities
of $115,085. The net cash used in operating activities was mainly offset by the non-cash depreciation and amortization expense of $73,876,
amortization of operating right-of-use assets of $144,064, the unrealized holding loss on marketable securities of $73,519, inventory
write-downs of $5,307, the decrease in inventories of $343,483, the refund in prepaid taxes of $263,404, the decrease in prepayments
and deposits of $89,113, the increase in accounts payable (including related parties) of $41,422, increase in customer deposits of $94,877
and increase in income tax payables of $6,974.
Net
cash used in operating activities for the year ended December 31, 2021 was $845,842 and were mainly comprised of the net loss of $2,524,680,
dividend income from marketable securities of $18,939, the increase in prepayments and deposits
of $128,363, and the payment of operating lease liabilities of $138,143. The net cash used in operating activities was mainly offset
by the non-cash depreciation and amortization expense of $77,758, amortization of operating right-of-use assets of $139,451, the unrealized
holding loss on marketable securities of $505,231, the non-cash deferred tax expense of $10,127, inventories write-down of $36,241, provision
for doubtful accounts of $121,514, the decrease of accounts receivables of $167,566, the decrease in inventories of $192,713, the refund
in prepaid taxes of $430,062, the increase in customer deposits of $52,981, the increase in income tax payables of $3,988, and the increase
in other payables and accrued liabilities of $226,651.
Investing activities
Net cash used in investing
activities for the year ended December 31, 2022 was $32,119, the amount entirely for the purchase of equipment and intangible assets.
Net cash used in investing
activities for the year ended December 31, 2021 was $3,959, the amount entirely for the purchase of equipment.
Financing activities
Net cash used in financing
activities for the year ended December 31, 2022 was $234,466, the amount entirely payment of deferred offering cost.
Net cash used in financing activities for the year
ended December 31, 2021 was $19,061, mainly comprised of payment of deferred offering cost of $15,210 and advances to related parties
of $3,851.
Credit Facilities
We do not have any credit facilities
or other access to bank credit.
Off-Balance Sheet Arrangements
As of December 31, 2022,
we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to our stockholders.
Critical Accounting Estimates
The preparation of consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s
consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets, allowance for deferred
tax assets. Following are the methods and assumptions used in determining our estimates.
Estimated allowance for inventories obsolescence
Management reviews inventory on hand for estimated
obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the
review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. For the years ended
December 31, 2022 and 2021, the Company recognize an inventory write-downs of $5,307 and $36,241 respectively.
Impairment of long-lived assets
Operating
right-of-use assets and property, plant and equipment are stated at costs less accumulated depreciation and impairment, if any. In determining
whether an asset is impaired, the Company has to exercise judgment and make estimation, particularly in assessing: (1) whether an event
has occurred or any indicators that may affect the asset value; (2) whether the carrying value of an asset can be supported by the recoverable
amount, in the case of value in use, the present value of future cash flows which are estimating the recoverable amounts including cash
flow projections and an appropriate discount rate. Changing the assumptions and estimates, including the discount rates or the growth
rate in the cash flow projections, could materially affect the net present value used in the impairment test.
As
of December 31, 2022 and 2021, the carrying amounts of operating right-of-use assets and property, plant and equipment amounted to
$81,133 and $142,149 (December 31, 2021:
$237,718 and $215,799), respectively. No impairment losses on operating right-of-use assets
and property, plant and equipment were recognized as of December 31, 2022 and 2021.
Allowance for deferred tax asset
The Company conducts much of its business activities
in Malaysia and Hong Kong and is subject to tax in each of these jurisdictions. Significant estimates are required in determining the
provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during
the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets relating to certain temporary
differences and tax losses are recognized as management considers it is probable that future taxable profit will be available against
which the temporary differences or tax losses can be utilized. Where the expectation is different from the original estimate, such differences
will impact the recognition of deferred taxation assets and taxation in the periods in which such estimate is changed.
Critical Accounting Policies
Revenue
recognition
The
Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core
principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods
and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a
point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams
are recognized at a point in time for the Company’s sale of health and wellness products.
The
ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company
(i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction
price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate
the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies
the performance obligation.
The
Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment
terms, are identified, the contract has commercial substance and consideration is probable of substantially collection.
Sales
of Health and Wellness products
-
Performance obligations satisfied at a point in time
The
Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness
products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated
discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were
insignificant sales returns.
Under
the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made
purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values
and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value
of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount
credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s
coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the
validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.
Provision
of Health and Wellness services
-
Performance obligations satisfied at a point in time
The
Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp
program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver
the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that
the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend
the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test
reports are completed and delivered to its customers during the consultation section in person. The Company also separately derives its
revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final
day of the health camp.
Fair
value of financial instruments
The
accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and
requires disclosure of the fair value of financial instruments held by the Company.
The
accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance
disclosure requirements for fair value measures. The three levels are defined as follow:
|
● |
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
● |
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
|
● |
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial
instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost,
which approximate fair value because of the short period of time between the origination of such instruments and their expected realization
and their current market rates of interest.
Recent accounting pronouncements
The Company has reviewed all recently issued,
but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically
reviews new accounting standards that are issued.
In November 2019, the FASB issued ASU No. 2019-10,
which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting
companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning
after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023
as the Company is qualified as a smaller reporting company. The Company is currently evaluating the impact ASUs 2016-13 and 2019-05 may
have on its consolidated financial statements.
Except for the above-mentioned pronouncements,
there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements
of operations and cash flows.
BUSINESS
Overview
We
are a provider of health and wellness products and advisory services in the Malaysian market. We pursue our mission of helping people
to create health and wealth by providing a financially rewarding business opportunity to distributors and quality products to distributors
and customers who seek a healthy lifestyle. We believe the quality of our products coupled with the effectiveness of our distribution
network have been the primary reasons for our success and will allow us to pursue future business expansion. In order to further our
supply chain, on May 8, 2020, we acquired 99.99% of Agape Superior Living Sdn Bhd, with the goal of securing an established network marketing
sales channel that has been in existence in Malaysia for the past 18 years. On September 11, 2020, the Company incorporated Wellness
ATP International Holdings Sdn. Bhd., a wholly owned subsidiary in Malaysia, with the aim to pursue the business of promoting wellness
and wellbeing lifestyle of the community through the provision of services including online editorials, programs, events and campaigns
on how to achieve positive wellness and lifestyle.
On
September 15, 2020, Wellness ATP International Holdings Sdn. Bhd. entered into a business collaboration agreement with ASL to carry out
certain wellness programs.
We
currently offer three series of products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE. Our ATP Zeta Health Program is
a health program designed to assist in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake
and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements,
proper nutrition and advice from skilled dieticians. Our ÉNERGÉTIQUE series aims to provide a total dermal solution for healthy
skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid and Mousse Facial Cleanser.
Our BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions to address genetic variations
and deliver a personalized nutrigenomic solution for every individual.
On November 11,
2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”)
with Mr. Steve Yap, following which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing
complementary health therapies. The establishment of DSY Wellness is a further expansion of our business into the health and wellness
industry. Mr. Steve Yap readily owns 33 proprietary formulas for treating non-communicable disease which he has agreed to bring into
the company for joint commercialization. Mr. Steve Yap also has existing clients receiving traditional complimentary medicine or “TCM”
in Indonesia and China.
Industry
and Market Opportunities
Increasing
demand in Dietary Supplement products in The Association of Southeast Asian Nations (“ASEAN”) region.
ASEAN
markets have continue to see increasing demand in dietary supplement products since 2016 and will continue to do for the foreseeable
future. We believe that the ASEAN market for health supplements hold great potential for growth. According to a report published by Zion
Market Research entitled “Dietary Supplements Market by Ingredients (Botanicals, Vitamins, Minerals, Amino Acids, Enzymes) for
Additional Supplements, Medicinal Supplements, and Sports Nutrition Applications - Global Industry Perspective, Comprehensive Analysis
and Forecast, 2020 – 2028” issued in March 2023, itis estimated that while the global dietary supplements market
stood at US$191.1 billion in 2020, it is set to reach US$307.8 billion by 2028, representing a compounded
annual growth rate (CAGR) of 5.9% between 2021-2028.
Source:
Zion Market Research
According
to an article published Janio in December 2019, the nutritional and dietary supplements in the ASEAN region are being prioritized by
individuals in order to maintain a balanced diet and lifestyle. Consumers believe that they can make up for certain vitamin deficiencies
or dietary deficiencies by consuming nutritional and dietary supplements. Many consumers also use nutritional and dietary supplements
for cosmetics purposes, namely, skincare, hair strengthening, and fat burning, particularly in countries such as Malaysia and Vietnam.
For
example, in Indonesia, the nutritional and dietary supplements market has recorded strong growth due to changes in consumers’ lifestyle
habits and increasing awareness of preventive health measures. This is prevalent among the middle-class that has grown from approximately
37.7% of the population in 2003 to approximately 50% the population in 2020. Similarly, prospects for the dietary supplements market
in Thailand has been growing since 2015 and is predicted to grow at an average of approximately 7% per year until 2030. In the Philippines,
its stable economy has also been contributing to increased financial capability and desire of Filipino consumers to improve both their
mental and physical health through supplements. Conversely, Malaysia is ranked as the top country within ASEAN for both obesity and diabetes.
Obesity and diabetes have been connected to heart disease and hypertension. As a result, consumers in Malaysia are increasingly aware
of such potential health issues associated with eating habits and have become more proactive in searching for consumer health products
to prevent such chronic diseases like diabetes and hypertension.
Continued
Growth in the Skincare products in regions such as Asia-Pacific.
We
believe that skincare products will remain highly lucrative with further potential for growth. According to Euromonitor, Asia generates
approximately 51% of the world’s skin care sales, surpassing Western Europe and North America. Fortune Business Insights puts the
Asia-Pacific skincare sector as the largest market in the world, valued at approximately $71.5 billion in 2019 and is expected to reach
approximately $95.7 billion by 2024, representing a compound annual growth rate (“CAGR”) of approximately 6%. In terms of
volume, the Asia-Pacific region is expected to grow from approximately 8.4 billion units in 2019 to approximately 9.5 billion units in
2024, representing a CAGR of approximately 2.5%.
Growth
Drivers in the ASEAN Region
We
believe that the market for the health and wellness industry will continue to see rapid growth, in part due to the rising wealth in the
ASEAN region resulting in increased purchase power. According to a publication by the Association of Southeast Asian Nations published
in October 2019, it was noted that the ASEAN region ranked as the fourth largest exporting region in the world, with its economic growth
continuing to average a rate of 5.4% in the near future. ASEAN countries have established six Free Trade Agreements with seven of the
region’s main trading partners – Australia and New Zealand, China, India, South Korea, Japan and Hong Kong. The Comprehensive
and Progressive Agreement for Trans-Pacific Partnership is one of the largest Free Trade Agreements in the world and accounts for almost
13.5% of global GDP. The agreement brings together Australia, Brunei Darussalam, Canada, Chile, Japan, Malaysia, Mexico, New Zealand,
Peru, Singapore and Vietnam, offering these countries investment access and free trade. It has been estimated, for example, that Vietnam’s
GDP could increase by 2% over a decade as a result of new trading opportunities created by the Agreement. Economic wealth has allowed
for social development with more than 100 million people estimated to have joined ASEAN’s workforce over the past 20 years and
another 59 million people are projected to be added by 2030. We believe a direct advantage of such economic growth is a fast emerging
middle class that will be attracted to our company and its products.
We
believe that generally unhealthy lifestyle in the ASEAN population continues to form a basis for the growth in the health and wellness
industry in the region. According to an article published by Market Watch issued in April 2020, it was noted that the ASEAN Dietary Supplement
market size is set to reach USD 10.60 billion by 2026, representing a CAGR of 5.60% during the forecast period. Increasing prevalence
of lifestyle-induced disorders, or Non-Communicable Diseases (NCDs), such as diabetes and cancer, will be a key factor driving food supplements
market growth. Estimates computed by the World Health Organization (WHO) state that close to 8 million people die every year in Southeast
Asia due to NCDs, amounting to 55% of the total deaths in the region in a given year. According to the WHO, four risk factors tobacco,
alcohol, lack of exercise, and poor diets are primarily responsible for the spread of NCDs in the region. For instance, the WHO found
that at least 25% of boys in Malaysia and Thailand are obese and a large number of school children across Southeast Asia are largely
physically inactive. Such conditions will contribute to a growth in demand for dietary supplement products, in order to promote a healthier
lifestyle.
A
rapidly aging population in the ASEAN region also promotes the need for preventive measures to mitigate against rising healthcare costs.
An International Monetary Fund publication in April 2017 found that in East Asia, the population is projected to be the world’s
fastest-aging region with its old-age dependency ratio roughly tripling by current rends by 2050. According to an article by Fortune
Business Insights published in April 2020, the aging population in Southeast Asia has led to a significant rise in incidences of lifestyle-related
diseases. As a result, healthcare costs will inevitably rise, leading to increased demand in the use of supplements in preventing deteriorative
health conditions.
Industry
Challenges
In
spite of its high growth, the health and wellness industry also faces certain challenges. We believe the following are some key challenges
to the industry:
| ● | Price
sensitivity - health and wellness products such as dietary supplements and skincare products
typically have premium prices which may only be affordable to certain segments of the population.
Price conscious consumers with low purchasing power may not be able to purchase such products. |
| | |
| ● | Consumer
awareness – consumer awareness may be low on the benefits of dietary supplements, leading
to slower update of products. According to an article published by NuFFood Spectrum Asia
in June 2017, it was noted that consumer awareness in the Asia Pacific region is low regarding
the benefits of consumption of nutraceutical products. |
Competitive
Landscape
The
health and wellness industry in ASEAN remains highly competitive and fragmented. Key entry barriers of the industry include the following:
| ● | Capital
requirements – Market participants are required to possess sufficient amount of capital
and human resources to sustain their businesses, particularly the product research and development
(R&D) process, daily operation costs and maintaining personnel knowledgeable in the products
such as dietary consultants. |
| | |
| ● | Reputation
and relationship with suppliers and customers – In general, current market participants
have already established an extensive business network with their upstream product suppliers,
as well as established reputable products that attract customers. New market entrants without
a prior supply chain and reputable products may find it difficult to build credible relationships
with other suppliers or gain the trust of customers. |
Our
Strategies
We
intend to pursue the following strategies to further develop and expand our business:
Expand
the product range in each of our ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE series
We
intend to continue to expand the product range in each of our product lines, namely, ATP Zeta Health Program, ÉNERGÉTIQUE and
BEAUNIQUE series.
Further
Penetrate Existing Markets.
We
believe that there are several opportunities to further penetrate our existing markets. For example, besides offering dietary products
and services through our ATP Zeta Health Program, we have also expanded our products and services to include beauty and wellness products
via the introduction of ÉNERGÉTIQUE and BEAUNIQUE series in July 2018 and March 2019, respectively, with the goal of diversifying
our product offerings and catering to broader market demands. Currently we maintain three sales branches in different locations in Malaysia,
namely, Kuala Lumpur, Johor Bahru and Ipoh, and appointed three stockists, to whom the Company can assign its products, at two other
locations in Malaysia to further cater to our distributors, members and customers.
Currently,
the Company’s distributors and members mainly consists of the Malaysian Chinese community. Due to the fact that Bumiputra, consisting
of Malays and other indigenous peoples, comprises 62% of the Malaysian population estimated at approximately 32.6 million (as compared
to the Chinese community which comprises less than 21%), we believe there is opportunity for further penetration of our products into
the existing Malaysian market.
As
we further grow our business we may further expand our local sales centers to additional locations with the aim to further distribute
our products and appeal to local demands.
On
November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness with Mr. Steve Yap following
which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
The establishment of DSY Wellness is a further expansion of our business into the health and wellness industry, with target customers
including patients with chronic health disorder, chronic health issues and non-communicable diseases. We will also promote the prevention
of chronic health disorder through lifestyle and nutrition programs supported by the health therapies of DSY Wellness.
Deepening
our Relationships with Existing Members.
We
offer membership and distributor discounts on all our product offerings. Customers are able to become lifetime members by paying a one-time
membership fee with the purchase of specific products. Members who reach a predetermined amount of purchases per year are automatically
promoted to become a distributor who also enjoys bonuses for products that they sell to other customers, as well as bonuses from the
collective performance of their network group. As our members and distributors recognize the value of our platform and the quality of
our products, they typically purchase additional products utilizing their membership and discount entitlements. Our sales strategy is
focused on expanding our revenue per member. We believe there is significant opportunity for existing members to become distributers,
as well as for distributors to further recruit new distributors under their network.
Further
Investment into Information Technology such the Establishment of an E-Commerce platform.
In
2019, we embarked upon a strategic initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian
e-trading platform to increase the efficiency of our supply chain, to better support and service our distributors and members, and to
establish a global reach. Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors,
as well as to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we
intend to expand the platform to other geographic markets in order to duplicate its success.
In
line with the current popularity of using social influencers to boost product demand, the Company is also exploring the appointment of
key social influencers with significant number of followers as ambassadors for the Company’s products.
Geographic
Expansion.
A
key component of our strategy is to enter into and expand into new markets with similar cultures and a high demand for health and nutrition
products. For example, the majority of our product information sessions and training seminars for distributors are currently conducted
in Mandarin, which is the common language spoken amongst the majority of our distributors. We intend to invest into other Asian markets
such as Taiwan, where Mandarin is also widely used and understood, allowing for the seamless transition in distributor training and membership
recruitment.
With
a view to facilitate geographical expansion, our future e-trading platform will also increases efficiency of our supply chain to better
support and service our distributors and members as well as to provide online recruitment of new members by existing distributors and
to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to
expand the platform to other geographic markets in order to duplicate its success.
Pursue
Growth Through the Acquisition of Other Health and Wellness Services Providers
The
health and wellness industry is highly fragmented, and we intends to pursue growth through the acquisitions of services providers in
the ASEAN with a strong brand presence in their area of operations. In reviewing potential targets, we identified target companies matching
the following criterial (i) with profitability and customer base comprising customers from health care industry; and (ii) with established
knowledge base of empirical/holistic skills, knowledge and technologies which are applicable to transform our company into a wellness
ecosystem company such as skin care, cosmetic biological lab production, wellness center or complementary medicine therapies for chronic
health problems, manufacturers of water filtration system, etc.
Our
Competitive Strengths
We
believe the following competitive strengths contribute to our success and differentiate us from our competitors:
Well
Established Reputation.
We
have a well-established reputation in the Malaysia market, where our newly acquired subsidiary, Agape Superior Living Sdn Bhd has been
operating as a reputable provider of our ATP Zeta Health Program for over 18 years.
Well-Established
Product Portfolio.
We
are committed to building our brand, and distributor and customer loyalty by providing quality health-oriented and wellness products.
We have no expenditures or expenses relating to research and development of our products. We leverage our team of in-house nutritional
consultants with rich experience gained in the area of nutritionist work, in collaborating with our customers and clients to understand
the health and wellness market via a process of consultative review. We then communicate our findings and proposals to third-party suppliers
to improve formulations, and to bring about new products for distributors and members who are ready to market to end-users.
Large,
Highly-Motivated Distributor Base, Supported By Successful Training Methodology.
We
had over 128,619 members, including 56,459 distributors, as of December 31, 2022. Because we believe the direct
sales model is the most effective way to sell our products, we devote significant resources and management attention to assist our distributers
in recruiting and retaining our members. We provide our distributors with successful training methodology, which includes meetings, workshops
and activities to create social connections among distributors to develop proficiency of knowledge, confidence and skills to build recruitment
strength. We structured our compensation system to encourage distributors to remain active in the business and to build a distributor
network of their own, which can serve to increase their income and to increase our product sales. In order to encourage entrepreneurship
within our distributors, we also maintain six service centers, including three operated by our stockists, to better service our
distributors and members.
Scalable
Business Model.
Our
business model enables us to grow our business with minimal investment in our infrastructure and other fixed costs. We do not require
a company-employed sales force to market and sell our products. As a result, we do not incur direct incremental cost to add a new distributor.
Our distributor compensation varies directly with sales. In addition, our distributors bear the majority of our consumer marketing expenses.
Furthermore, we can readily increase inventory and distribution of our products as a result of our partnerships with our third-party
suppliers.
Deeply
Experienced Founder-led Management Team.
Our
founder, Dr. How Kok Choong, has led our company through its steady growth for over 18 years. In Malaysia, Dr. How Kok Choong
was recognized by the Junior Chamber Malaysia (JCM) as an Outstanding Young Malaysian 2003, and was awarded the title of Justice of Peace
of Malaysia since 2005. Dr. How received the Outstanding Asian Community Contribution Award in 2011, Malaysia Top Team 50 Enterprise
Award in 2011 and 2016, The Contributor Award (Medical and Health Research) in 2012, “Man of The Year” in Worldwide Excellence
Award in 2015, “Man of The Year” in McMillan Global Award in 2016, The Distinguished Asia Pacific Outstanding Entrepreneur
Lifetime Achievement Award in 2019, World Outstanding Chinese Entrepreneur Lifetime Award in 2019 and Certified Professional Trainer
of The International Professional Managers Association in 2019.
Mr.
Lee Kam Fan, Andrew serves as our chief financial officer since January 2021. Prior to joining the Company in January 2021, Mr.
Lee has approximately 38 years of accounting and finance related experience. Since July 2014, Mr. Lee has been the proprietor of Andrew
Lee & Company. Mr. Lee is an associate member of the Institute of Chartered Accountants in England and Wales since April 2019, a
certified public accountant (practicing) of the Hong Kong Institute of Certified Public Accountants since May 2010, a fellow member of
the Association of International Accountants since December 2006, and an associate member and certified tax advisor of the Tax Institute
of Hong Kong since July 2010. Mr. Lee received his bachelor’s degree in business administration at the Open University of Hong
Kong in June 2004 and his master’s degree in professional accounting from the Hong Kong Polytechnic University in November 2010.
Mr. Tjong Budisantoso,
PhD was appointed as an executive director on April 3, 2023. Prior to joining the Company, Mr. Budisantoso, PhD had over 10 years of
marketing and education related experience. Since June 2020, Mr. Budisantoso, PhD, has been a Dean of School of Business, Indonesia International
Institute for Life Sciences, and since March 1, 2020 Mr. Budisantoso, PhD, has been a Director of Recruitment, Marketing & Institutional
Development of Kalbis Institute. Since April 2017 Mr. Budisantoso, PhD, has been a Vice Rector in charge of Admission & Recruitment,
Marketing, and Institutional Development, of Indonesia International Institute for life Sciences. From October 2011 to May 2016, Mr.
Budisantoso, PhD was a lecturer at James Cook University Singapore Campus. From June 2010 to May 2016, Mr. Budisantoso, PhD was a Course
Leader at the Center of Commerce and Management, Royal Melbourne Institute of Technology (RMIT), where he coordinated course for Market
Research, Buyer Behavior and Marketing Management (Executive-MBA) courses. From February 2010 to May 2016, Mr. Budisantoso, PhD was a
lecturer at Center of Commerce and Management, Royal Melbourne Institute of Technology, where he was teaching Marketing Principles, Market
Research and Marketing Management. From 1998 to January 2010, Mr. Budisantoso, PhD was a lecturer at Faculty of Economics, Widya Mandala
Catholic University Surabaya, where he was teaching Marketing Principles, Global Marketing, E-Marketing and Current Issues in Marketing.
From 2008 to 2009, Mr. Budisantoso, PhD was a Director at the Indonesian Center for Retailing Surabaya. Mr. Budisantoso, Phd graduated
with a bachelor of Business Administration from the Atma Jaya University, Indonesia in 1994, and graduated with a master of business
administration from the Monash University, Australia, and Magister Manajemen, Institut Pengembangan Manajemen Indonesia (IPMI), Indonesia
in 2001. Mr. Budisantoso, PhD obtained a doctorate of Marketing from the University of Notre Dame Australia in 2006. Mr. Budisantoso,
PhD obtained a Graduate Certificate in Teaching & Learning from Royal Melbourne Institute of Technology in 2011.
Mr.
Steve Yap serves as the director and is responsible for the operation of DSY Wellness International Sdn Bhd. Mr. Steve Yap
is a well-respected figure in the field of nutritional, metabolic and anti-ageing medicine in Malaysia, and is a certified nutritional
practitioner. Mr. Steve Yap is committed to developing and promoting self-empowering health preventive programs for the public to cope
with chronic health disorders. Over the years, Mr. Steve Yap has served in various technical committees within the Ministry of Health
Malaysia. Currently, he is a member of the traditional & complementary medicine council , which involved in the drafting of
the Traditional and Complementary Medicine (T&CM) Act 2016 in Malaysia. Mr. Steve Yap is also president for the Association of Nutritional
Medicine Practitioners . With Mr. Steve Yap’s involvement, we believe he will significantly enhance the technical capability
of the company and accelerates the development of the group in the field of wellness.
Collectively,
our senior leadership team has extensive management
skills, accounting, financial and nutritional knowledge and expertise.
Product
Overview
We
offer three series of products: (i) ATP Zeta Health Program, (ii) ÉNERGÉTIQUE and (iii) BEAUNIQUE.
Our
ATP Zeta Health Program is a health program designed to promote health and general wellbeing, as well as to prevent diseases caused by
polluted environments, unhealthy dietary intake and unhealthy lifestyles. At its core, the ATP Zeta Super Health Program is focused upon
biological energy, Adenosine Triphosphate (ATP), at the cellular level. The stimulation of ATP production at the cellular level can increase
an individual’s metabolic rate in order to promote and maintain normal and healthy functioning of the body’s systems. Our
program emphasizes nutrient absorption through the membrane ion channel in order to provide complete and balanced nutrients to improve
cellular health. Thus, ATP Zeta Super Health Program provides ionized and high zeta potential (high bioavailability) nutrients to enhance
the absorption at the cellular level.
Our
ÉNERGÉTIQUE product series is comprised of ÉNERGÉTIQUE Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.
The
ÉNERGÉTIQUE Mask series is formulated with triple action natural ingredients and advanced technology. The innovative combination
of award-winning patented liposome encapsulating the customized fast acting patented essence, produces micro-particle liposome which,
when combined with collagen peptide Tencel film, creates an effective formulation that benefits the skin at the cellular level. The ÉNERGÉTIQUE
series aims to provide a total dermal solution for healthy skin beginning at the cellular level. There are three types of face masks
in the ÉNERGÉTIQUE Mask Series, each addressing a specific skin condition. They are: N°1 Med-Hydration,
N°2 Med-Whitening and N°3 Med-Firming. Advanced genetic analysis and clinical trials conducted revealed the benefits and efficacy
of the patented functional essence. The ÉNERGÉTIQUE Mask Series has clinically shown deep penetration of liposomal essence
into deep skin layers within 5 minutes application, in order to deliver immediate, deep-reaching and long-lasting benefits of skin hydration,
whitening, and firming.
The
ÉNERGÉTIQUE Hyaluronic Acid Serum is formulated with four functional hyaluronic acid and a unique peptide. It is a scientifically
advanced and intensive quintuple action serum designed to promote skin hydration, reparation and regeneration to enhance skin viscoelasticity
for improved skin firmness.
The
ÉNERGÉTIQUE Mousse
Facial Cleanser is formulated with the mildest surface-active agents available on the market. It takes the form of a unique mousse
like-foam that delivers a comfortable and soft feeling to the skin during and after use without compromising the moisturizing level and
viscoelastic properties of the skin. Its PH-balanced formula is suitable for all skin types for an effortless cleansing routine.
Our
BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic
variations and deliver a personalized nutrigenomic solution for every individual.
ATP
Zeta Health Program
The
following is a list of our ATP Zeta Health Program products:
ATP1s
Survivor Select
ATP1s
Survivor Select contains various essential nutrients required by the human body to maintain normal metabolism, which includes productions
of biological energy (ATP). Effective production of ATP enhances both physical, as well as mental health, and helps the body build resistance
to diseases.
Benefits:
|
● |
Stimulates
instant bio-energy production at the cellular level to ensure sufficient supply of bio energy for body cells. |
|
● |
Promotes
better metabolism at the cellular level. |
|
● |
Promotes
healthy and optimal growth of bones, teeth and muscle tissue of children. |
|
● |
Improves
the digestion and nutrient absorption powers of our bodies cells. |
|
● |
Promotes
cell detoxification and repair capabilities in order to enhance cell self-healing ability. |
ATP2
Energized Mineral Concentrate
ATP2
is a nutritional supplement made from the finest plant substances and also is a proprietary formulation of a super-energized colloidal
concentrate developed from a dibase solution. Its formula supports and enhances nutritional biochemical activities.
Benefits:
|
● |
Supports
and enhances nutritional biochemical activities (nutrient absorption and waste metabolism). |
|
● |
Breaks
down or oxidises toxins and waste material to promote cellular detoxification and improve blood circulation. |
|
● |
Increases
cellular respiration and energy production to reduce fatigue and maintain energy levels. |
|
● |
Increases
oxygen levels in body cells to create a higher oxygen environment in the body, which helps to prevent the growth of harmful pathogens
that contribute to diseases. |
|
● |
Provides
sufficient antioxidants that act as a superior scavenger of free radicals, in order to strengthen the body cells resistance against
oxidative damages. |
ATP3
Ionized Cal-Mag
ATP3
Ionized Cal-Mag is a specialized calcium and magnesium minerals supplement that is designed to transform into an ionic form completely
before entering the body. This is compatible to the cellular ion channel theory, that all cellular metabolisms are dependent on ionic
transmission, in order to achieve the highest absorption rate. This product was tested for its nanoparticle by the National Measurement
Institute of Australian Government, with proven content of nanosized calcium and magnesium that has better absorption and bio-availability.
Benefits:
|
● |
Strengthens
our bone systems and promotes better bone development. |
|
● |
Strengthens
the teeth structure and prevents teeth damages. |
|
● |
Provides
abundant ionic calcium and magnesium, in order to prevent chronic diseases through better blood circulation and acid-base regulation. |
|
● |
Promotes
better relaxation of the nervous system and regulations of neurotransmitters, which helps to enhance sleep quality. |
|
● |
Promotes
better relaxation of muscles to prevent muscle soreness and cramps. |
ATP4
Omega Blend
ATP4
Omega Blend is a proprietary oil blend that is rich in undamaged polyunsaturated essential fatty acid, which is fully extracted from
plant-based ingredients. It provides a bio-effective balance of both essential fatty acids, Omega 3 and Omega 6 which are the important
structural components of cell membranes that cannot be synthesized by humans.
Benefits:
|
● |
Regulates
cholesterol and triglycerides in order levels to promote better blood circulation. |
|
● |
Regulates
inflammation, the unifying component of many diseases, and enhances cell repairing activities. |
|
● |
Regulates
hormones production and functions in the body through the supply of the balanced ratio of Omega 3 and Omega 6. |
|
● |
Promotes
healthy functioning of the brain through the maintenance of healthy impulse transmission in brain cells that is crucial for memory
and learning ability. |
ATP5
BetaMaxx
ATP5
BetaMaxx is derived from the cell wall of premium food-grade baker’s yeast and is a medical breakthrough result of more than 50
years of intensive research and studies by scientists and physicians. This product combines the immunostimulatory properties of molecularly
structured beta 1-3, 1-6-D-glucan with other immunomodulating compounds that work to make ATP5 a unique and effective natural product.
Benefits:
|
● |
Strengthens
the function of immune cells in order to build up a better immune response of body for external and internal protection. |
|
● |
Promotes
better cell repairing and regulates inflammatory responses in wound healing. |
|
● |
Enhances
the function of immune cells against damages caused by radiation. |
|
● |
Helps
to normalize blood sugar levels. |
AGN-Vege
Fruit Fiber
AGN-Vege
Fruit Fiber is a special nutrition-based formula for intestines and the stomach. It consists of four essential components for gastrointestinal
health effects - fiber, probiotic the “friendly bacteria,”, prebiotic fructooligosaccharides (FOS) and digestive enzymes.
Benefits:
|
● |
Promotes
better bowel movement and prevents low-fiber diet-induced constipation. |
|
● |
Maintains
bowel health. FOS helps increase intestinal bifidobacteria and helps maintain a good intestinal environment. |
|
● |
Slows
the absorption of sugar and lipid into the bloodstream which helps improve blood sugar and cholesterol levels. |
|
● |
Induces
better satiety, which results in reduced total food intake and helps in achieving an ideal weight management. |
AGP1-Iron
AGP1-Iron
is the purest and most advanced Colloidal Iron that is sourced from the remains of an ancient rainforest which contains the most active
plant-based element from nature. The colloidal nanosized iron provides high zeta potential that promotes better absorption and cellular
iron uptake through the ion channel.
Benefits:
|
● |
Promotes
better hemoglobin production to improve iron deficiency anemia. |
|
● |
Iron
is a component of hemoglobin in red blood cell which carries oxygen to all part of the body. As a result, it helps to improve blood
circulation and prevent some oxygen deficiency symptoms through enhancement of oxygen delivery and nutrient circulation as well as
toxins excretion. |
|
● |
Iron
is a factor in red blood cell formation. It promotes hemoglobin production hence is suitable especially for women and individual
who suffered accidental bleedings. |
YFA-Young
Formula
YFA-Young
Formula is a 100% natural unique formula, a combination of amino acid, vitamins, and minerals. It is an anti-aging and youthful maintenance
supplement. It stimulates the pituitary gland to release endocrine hormones such as human growth hormone (HGH) to stimulate synergies,
thus achieving the efficacy of anti-ageing through the promotion of cells vitality and strengthening of organ functionality.
Benefits:
|
● |
Enhances
the production of bio-energy ATP and metabolism, which aids in reducing body fat accumulation and promote strong muscle building. |
|
● |
Stimulates
the production of collagen to restore skin elasticity and reduce wrinkles. |
|
● |
Reduces
pigmentation and dark spots on the face caused by hormonal imbalances. |
|
● |
HGH
builds and repairs tissues, and thus, has an effect on hair cells at the hair root to promote healthy hair growth. |
|
● |
Enhances
memory and cardiovascular function and prevents various chronic diseases due to HGH deficiency. |
BEAUNIQUE
Mito+ and Mitogize
We
discontinued ATP Regal Mitogize on October 1, 2019. In its stead, an enhanced formula, the BEAUNIQUE Mito+ was introduced in November
2019. As a strong antioxidant drink with great flavor and taste, the preeminence of BEAUNIQUE Mito+ is its ability to further protect
and stimulate mitochondria (the membrane-bound organelles which produces energy for cells) in cellular energy (ATP) production with the
added advantage of fewer total sugars and calories. The new formula is comprised of 11 food groups, including potent mangosteen skin
extract. Backed by advanced scientific research and tested on 88 nutrigenomic profiles, the new formulation revealed enhanced antioxidant
properties. 96.34% DPPH Radical Scavenging activity, an approximate 22% increase compared to Mitogize.
Benefits:
Cellular
health |
|
● |
Effective
antioxidants to protect against cellular oxidative damages. |
|
|
Immune
health |
|
● |
Enhanced
adaptive immune response. |
● |
Provides
anti-inflammatory functionality. |
● |
Strengthens
immunity against bacteria and viruses. |
|
|
Metabolic
health |
|
● |
Reduces
the risk of obesity. |
● |
Reduces
the risk of vascular diseases. |
● |
Reduces
the risk of a Type II Diabetic. |
|
|
Brain
health |
|
● |
Reduces
the risk of neurodegenerative diseases. |
|
|
Skin
health |
|
● |
Systemic
photoprotection. |
● |
Reduces
dark spot formation. |
● |
Alleviates
skin wrinkles and inflammation induced by UV-B irradiation. |
DSY
Wellness
On
November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness with Mr. Steve Yap following
which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
The establishment of DSY Wellness is a further expansion of our business into the health and wellness industry. DSY Wellness offers health
consultancy and advice, as well as nutritional supplements at medical dosages, as prescribed by in-house nutritional practitioners.
ORYC-Organic
Youth Care Cleansing Bar
ORYC-Organic
Youth Care Cleansing Bar is a natural, organic cleansing soap for skin. It contains pure Australian-accredited natural and organic plant
oils acting as a high quality and natural skin lubricant. It maintains the softness of the skin while promoting skin beauty and radiance.
Benefits:
|
● |
With
its biodynamic avocado oil and vanilla extract, it removes impurities, leaving skin clear, fresh and clean. |
|
● |
With
its biodynamic, coconut, almond and olive oil, it moisturizes and texturizes the skin in order to prevent skin drying. |
|
● |
In
acting as natural anti-bacterial and anti-inflammatory agents, it reduces the risks of skin infections and allergies. |
*References
alluding to the efficacy and effects of our products are based on client testimonials.
ÉNERGÉTIQUE
The
following is a list of our ÉNERGÉTIQUE products:
N°1
Med-Hydration
Formulated
with a patented Sea Grape (Caulerpa lentillifera) extract, the N°1 Med-Hydration enhances
skin moisture and luminosity. This treatment effectively improves the moisture content of the inner skin layer and rejuvenate the skin
barrier function in order to avoid moisture loss.
Benefits:
|
● |
Locking
the skin moisture and nutrients, strengthening the skin barrier function and boosting the skin’s moisture level. |
|
● |
Increases
the skin’s natural moisturizing factor (PCA) and skin layer glycoprotein connectivity to maintain the skin’s moisture. |
|
● |
Effectively
retains water, provides moisturization, restores skin elasticity, and promotes the growth of fibroblasts for moisturization, removes
dryness, regains skin’s elasticity and smoothness. |
|
● |
Delivers
an instant boost of skin moisture content up to 45.7% in just 5 minutes of application and synergistically ensuring a profound and
long-lasting skin moisturization and hydration. |
N°2
Med-Whitening
Formulated
with patented Peach Blossom Stem Cell Extract, N°2 Med-Whitening has clinically shown its efficacy in inhibiting the melanin
synthesis, down-regulating the melanin synthesis gene, boosting skin moisture level and protecting skin against UV radiation.
Benefits:
|
● |
Suppresses
melanin production and fights against UV radiation in order to protect skin cells and result in whitening effect. |
|
● |
Stimulates
interstitial hyperplasia cell and helps in increasing the moisturizing ceramide by 7.4 times in order to remove skin roughness and
smoothing skin. |
|
● |
Enhances
the skin brightness up to 6.3% in just 5 minutes of application and synergistically rejuvenate a profound and long-lasting skin.
|
N°3
Med-Firming
Formulated
with the patented Djulis (Chenopodium formosanum Koidz) Seed Extract, the native cereal plant in Taiwan is traditionally called “ruby
of cereals.” The formulation is clinically proven to be effective in stimulation of collagen secretion and anti-advances glycation
end-products (AGEs) reducing the glycation of skin collagen, providing protection and maintenance of the basal skin collagen production.
Benefits:
|
● |
Suppresses
the skin collagen glycation process, reduces collagen loss, and enhances collagen secretion. |
|
● |
Repairs
dead skin tissue, smooths wrinkles to restore the smoothness and health of the skin. |
|
● |
Prevents
wrinkles formation and provides the essential skin moisture content. |
|
● |
Boosts
skin elasticity by up to 14.4%. and improves sagging skin by 135 in just 5 minutes of application. |
BEAUNIQUE
The
Company’s BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to
address genetic variations and deliver personalized nutrigenomic solutions for every individual.
Trim+
Trim+
is the first product launched under this series, which utilizes advanced technology to extract patented active ingredients in foods.
Trim+ has been scientifically proven to be effective in inhibiting the activities of carbohydrates digestive enzymes, which results in
a reduction of the breakdown and absorption of sugars.
Benefits:
|
● |
Reduces
total carbohydrates calories intake with scientifically proven effect on weight management. |
|
● |
Regulates
blood sugar levels with scientifically proven efficacy. |
|
● |
Improves
cellular uptake of sugars for bioenergy ATP production. |
|
● |
Maintains
insulin hormone balance and helps prevent diabetes. |
|
● |
Improves
blood lipids compositions and helps prevent cardiovascular disease. |
ÉNERGÉTIQUE
On
November 3, 2019, the Company expanded its beauty products under the ÉNERGÉTIQUE series, to include beauty essentials of the
skincare routine, i.e. the ÉNERGÉTIQUE Hyaluronic Acid Serum and ÉNERGÉTIQUE Mousse Facial Cleanser. These
products have extended the ÉNERGÉTIQUE brand vision in offering a total dermal solution for a healthy skin beginning
from the cellular level.
ÉNERGÉTIQUE
Hyaluronic Acid (HA) Serum
Formulated
with four functional hyaluronic acids and a unique peptide, this scientifically advanced and intensive quintuple action serum has been
proven to deliver 5Rs dermal benefits. Filled in an innovative yet convenient and hygienics syringe packaging, this HA serum also ensures
consumer benefits for every skin type.
Benefits:
|
● |
REBALANCE
- Hydrates the skin surface by forming a protection layer and keeps the skin moisturized even after cleansing. |
|
● |
RECOVER
– Repairs the out-balanced lamellar layer to act as a barrier to prevent skin moisture from evaporation. |
|
● |
REGENERATE
- Promotes the production of Type I pro-collagen and boost the skin’s own production of Hyaluronic Acid up to 3 times. |
|
● |
REHYDRATE
- Nano-sized particles with high capacity of water-holding allows deep penetration and bestows moisture from inside the skin. Long-lasting
moisture retention up to 72 hours. |
|
● |
REMODELLING
- Proven to increase skin firmness +200% (cheek, under-eye and neck). Enhance skin viscoelasticity to improves skin roughness. |
ÉNERGÉTIQUE
Mousse Facial Cleanser
Formulated
with mild surface-active agents available on the market, this facial cleanser is designed to deliver a distinct cleansing benefits to
consumers. The unique mousse like-foam delivers a comfortable
and soft feeling of the skin during and after use without compromising the moisturizing level and
viscoelastic properties of the skin.
Benefits:
|
● |
Hypoallergenic
|
|
● |
Non-comedogenic |
|
● |
pH-balanced
formula with buffer capacity at pH 5.5 of the skin. |
|
● |
Mild
to the skin and the eyes without irritating or drying your skin. |
|
● |
Comfortable
and soft feeling – prolonged comfortability to your skin before and after use. |
|
● |
Mousse-like
foam very fine porous foam and smooth skin-feel during use. |
|
● |
Easily
remove light makeup, dirt and impurities. |
|
● |
Easy
to rinse with no residual. |
Our
Business Model
We
believe that the direct-selling channel is ideally suited to marketing our products, because sales of health solution and personal care
products are strengthened by ongoing personal contact between retail consumers and distributors. This personal contact may enhance consumers’
nutritional and health education and motivate consumers to begin and maintain wellness and weight management programs. In addition, by
using our products themselves, distributors can provide first-hand testimonials of product effectiveness, which can serve as a powerful
sales tool.
We
are focused on building and maintaining our distributor network by offering financially rewarding and flexible career opportunities through
the sale of quality, innovative products to health conscious consumers. We believe the income opportunity provided by our bonus program
appeals to a broad cross-section of our members, particularly those seeking to supplement family income, start a home business or pursue
entrepreneurial, full and part-time, employment opportunities. Our distributors, who are all independent third parties, profit from selling
our products and also earning bonuses through performance of their network group, the establishment of their own network group and the
performance of distributors recruited under their own network group. Top performing distributors with their own physical stores may also
become stockists of the company, whereby they enjoy benefits such as maintaining a certain amount of the Company’s inventory in
their store premises, with the requirement that all product sales are monitored through our centralized stock tracking system and accounted
back to us. The stockists have the option of returning or exchanging any unsold inventory consigned to them.
We
enable distributors to maximize their potential by providing a broad array of motivational, educational and support services. We motivate
our distributors through our performance-based compensation plan, product-training seminars, workshops and participation in routine promotional
activities.
We
are committed to providing professionally designed educational training materials that our distributors can use to enhance recruitment
and to maximize their sales. We conduct several training sessions per year to motivate our distributors. These training events teach
our distributors not only how to develop invaluable business-building and leadership skills, but also how to differentiate our products
with their consumers, including information sessions presented by in-house nutritional consultants.
Our
corporate-sponsored training events provide a forum for distributors, who otherwise operate independently, to share ideas with us and
each other. In addition we are also developing an e-marketing and e-trading platform allowing for marketing and trading of products to
members, as well as online recruitment of new members and to provide direct sales to customers.
We
are committed to providing our distributors with quality products to help them increase sales and recruit additional distributors. We
leverage our team of in-house nutritional consultants with rich experience gained in the area of nutrition, in collaborating with our
customers and clients to understand the health and wellness market via a process of consultative review. This review team is headed by
the Head of Product Development. We then communicate our findings and proposals to third-party suppliers to improve formulations, to
bring about new products for distributors and members who are ready to market to end-users.
We
place a strong emphasis on the science of nutrition. We have obtained the appropriate authorizations from the Food Safety and Quality
Division, and the National Pharmaceutical Regulatory Agency of the Ministry of Health, Malaysia for all our products. Whenever products
are purchased for inventory replenishment, samples are randomly selected from every batch for testing at laboratories registered with
the Ministry of Health Malaysia.
Our
Customers
General
We
provide health and wellness products and advisory services to health-conscious customers in the Malaysian market. Such customers
are able to enjoy membership discounts across all our products by becoming a member.
Our
distributors enjoy further discounts on all of our products. Besides our three sales branches located in Kuala Lumpur, Johor Bahru and
Ipoh, our products are all distributed to customers and members by our distributor’s networks, which are comprised of three
stockists who are also independent distributors, whose store premises are located in two other locations in Malaysia.
We
believe that our products are particularly well-suited for direct distribution because the sale of health and nutrition products are
strengthened by ongoing personal contact between retail customers and distributors. We believe our continued commitment to source quality
science-based products will enhance our ability to attract new customer, as well as increase the productivity and retention of our distributors.
Structure
of the membership program
Our
customers are able to become lifetime members by paying a one-time membership fee with the purchase of specific products. Doing so allows
the customer to enjoy membership discounts on all our products.
Members
who accumulate a predetermined number of purchases are automatically promoted to become a distributor of the Company. Other than
helping distributors achieve physical health and wellness through the use of our products, we offer our distributors, who are independent
third parties, bonuses based on various performance factors. Distributors are required to maintain a predetermined number of purchases
per year in order to maintain their distributor status.
Top
performing distributors with their own physical stores may also become stockists of the Company, whereby they enjoy benefits such as
maintaining a certain amount of the Company’s inventory in their store premises. The stockists shall account to the Company for
all products sales from their store premises as monitored through the Company’s centralized stock tracking system. The stockists
shall have the option to either return or exchange the Company’s inventory consigned to them that are unsold.
The
following table sets forth the number of members and distributors at the dates indicated:
| |
Number
of Distributors | | |
Number
of Members | | |
Total
Number of Distributors and Members | |
As
at December 31, 2022 | |
| 56,459 | | |
| 72,160 | | |
| 128,619 | |
Distributors’
and members’ earnings
Distributors
and members earn profits from the sales of our products to customers. Distributors enjoy additional discounts compared to members, allowing
them to earn higher direct profits through the differences in pricing when selling products they bought at distributors’ prices
which are more favorable than member’s prices to customers.
Members
are encouraged to build their respective network group. Members are promoted to distributors if they manage to recruit the requisite
number of members; and the network group is able to achieve set sales targets. Other than preferential distributor pricing for the purchase
of the Company’s products, distributors enjoy bonuses from the collective performance of their network group. There are several
levels of distributors depending on the size and the collective sales performance of their respective network group. Each level affords
bonus benefits in a different form in ascending order. A higher-level distributor will be compensated with higher returns in the
form of bonus entitlements.
Distributors
and members motivation and training
We
believe that motivation, inspiration and training are key elements in the success of sales via network group marketing. Together with
our distributors and members, we have established a consistent schedule of gatherings to support those needs. We conduct several training
sessions per year to educate and motivate our distributors and members. The training sessions are typically presented by in-house staff
with suitable background in nutrition, in order to provide key nutrition information about our products, as well as providing workshops
to promote presentation skills to attending participants.
Our
Suppliers
Currently,
all of our products are acquired from unrelated third parties located in Australia, the United States, Germany and Malaysia, and rebranded
by us. Due to the high costs associated with research and development of nutrition and health products, we do not maintain any facilities
to produce our products. We have no expenditures or expenses relating to research and development of our product. We leverage our team
of in-house nutritional consultants with rich experience gained in the area of nutritionist work, in collaborating with our customers
and clients to understand the health and wellness market via a process of consultative review. We then communicate our findings and proposals
to third-party suppliers to improve formulations and to bring about new products for distributors and members who are ready to market
to end-users.
Up
to the year ended December 31, 2020, we purchased from Agape S.E.A. Sdn Bhd, one of our largest suppliers, through the SEA Supply Agreement.
For more information, please see “The SEA Supply Agreement” below. For the year ended December 31, 2021, we purchased from
our two largest suppliers through purchase order forms which included customary terms including unit price, quantity, total price of
the orders, and order lead times. We did not enter into any long term supply agreements with our major suppliers for the year ended December
31, 2022.
The
SEA Supply Agreement
Agape
S.E.A Sdn Bhd is a dietary supplement company founded in Malaysia. We originally entered into the SEA Supply Agreement with Agape S.E.A.
Sdn Bhd, in May 2018, which was one of our largest suppliers at the time. Under the SEA Supply Agreement we purchased dietary supplement products
and skincare products from Agape S.E.A.
The
following summarizes the major terms of the SEA Supply Agreement:
Sales
of Goods: |
|
The
agreement stipulates the type of goods sold, transported and delivered, with a minimum quantity per order between 5,000 to 10,000
units per order. |
|
|
|
Purchase
price: |
|
The
agreement stipulates that the Company shall place order for goods using a purchase order. The purchase prices under the SEA Supply
Agreement are based on and in accordance with each purchase order. Agape S.E.A shall be responsible for all taxes in connection with
the purchase of goods under the SEA Supply Agreement. |
|
|
|
Payment: |
|
Payment
for goods is due within seven days of the date of the Agape S.E.A’s invoice, which date will not be before the date of delivery
of goods. |
|
|
|
Delivery: |
|
The
delivery date and delivery destination of each purchase shall be determined by both parties in a purchase order. Agape S.E.A. shall
deliver the goods in accordance with the terms and conditions specified separately in each purchase order, including without limitation
the quantity and delivery date. The Company is responsible for freight insurance arising from shipment to a single delivery destination.
For destinations outside of Malaysia, the Company is also responsible for freight, freight insurance, tariffs and custom clearance
fees. |
|
|
|
Risk
of Loss: |
|
Title
to and risk of loss of the goods shall pass to the Company upon shipment of the goods. |
|
|
|
Right
of Inspection |
|
The
Company shall be allowed to examine the goods once received and shall do so within fourteen days after the receipt of the goods.
In the event the Company discovers any damages, shortages or other nonconformance of the goods, the Company shall notify Agape S.E.A
within fourteen days specifying the basis of the claim. In the event of nonconformance, the Company has the following options: |
|
|
|
|
|
-retuning
the goods for a replacement at Agape S.E.A’s expense;-returning the goods at Agape S.E.A’s expense for a credit of the
full purchase price on future transactions; or-returning the goods at Agape S.E.A’s expense for a full refund of the purchase
price. |
|
|
|
Warranties: |
|
The
buyer acknowledges that it has not relied on, and that Agape S.E.A has not made any representations or warranties with respect to
the quality or condition of the goods, and is purchasing the goods on an “as is” basis. |
|
|
|
Security
Interest: |
|
The
Company grants Agape S.E.A a security interest in the goods, until the Company has paid the seller in full for the goods. |
Seller
Representations and Warranties: |
|
Agape
S.E.A warrants that the goods are free, and at the time of delivery will be free, from any security interest or other liens or encumbrances,
and there are no outstanding titles or claims of title hostile to the rights of Agape S.E.A in the goods. |
|
|
|
Limitation
of Liability: |
|
Agape
S.E.A will not be liable for any indirect, special, consequential or punitive damages (including lost profits) arising out of or
relating to this agreement or the transactions contemplated by it contemplates. |
|
|
|
Assignment: |
|
Neither
party may not assign any of its rights or delegate any performance under the agreement, except with prior consent from the other
party |
|
|
|
Governing
Law: |
|
The
terms of the agreement shall be governed by and construed in accordance with the laws of the State of England. |
|
|
|
Breach/
Termination: |
|
Each
party has an obligation to notify the other party of any breach, and where the breach is rectifiable, the breaching party has 21
days from the date of notification of its breach to rectify. |
Quality
Control
At
present, our products are predominately sold in Malaysia. As the contents and combination of the main ingredients in our ATP Zeta Health
Program and BEAUNIQUE series are categorized as health food rather than medicines or drugs, all of our products require authorization
from the Food Safety and Quality Division of the Ministry of Health, Malaysia according to the Food Act 1983 (ACT 281) & Regulations
in order to be sold in the country. Accordingly, we have obtained the appropriate authorizations from the Food Safety and Quality Division
of the Ministry of Health, Malaysia for all products in our ATP Zeta Health Program and BEAUNIQUE series.
Our
ÉNERGÉTIQUE series is regulated under the Control of Drugs and Cosmetics Regulations 1984, the Ministry of Health, Malaysia.
We have also obtained the appropriate authorizations for distribution and sale of the products.
Inventory
The
Company operates a central warehouse at its head office in Kuala Lumpur, Malaysia, which typically maintains an inventory reserve of
up to 6 months per product. Inventory is transferred to the Company’s sales branches via ordering through the Company’s centralized
stock tracking system. Stockists of the Company are required to have physical stores, and enjoys the benefit of being able to store certain
amount of inventory in their stores for convenience. The stockists shall account to the Company for all products sales from their store
premises as monitored through the Company’s centralized stock tracking system. The stockists shall have the option to either return
or exchange the Company’s inventory consigned to them that are unsold.
Seasonality
The Company’s business is generally not subject to any seasonality factors.
Warranty
Our
products include a customer satisfaction guarantee. Under this guarantee, within 90 days of purchase, any customer who is not satisfied
with our product for any reason may return it or any unused portion of it to the distributor from whom it was purchased for a full refund
from the Company or credit toward the purchase of another product.
Historically,
product returns have not been significant.
E-commerce
system
In
order to facilitate our continued growth and to support distributor activities, we continually invest and upgrade our platforms. In 2019,
we invested in an initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian e-commerce
trading platform. Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors and
to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to
expand the platform to other geographic markets in order to duplicate its success. We also intend to approach online social influencers
as part of our marketing strategy to promote our products and our e-commerce platform.
Intellectual
Property
We
consider trademarks, patents and copyrights to protect our intellectual property rights critical to our success. We are the
registered owner of five registered trademarks and with 1 trademark pending registration in Malaysia. We have one applied to register an additional one trademarks in Malaysia.
We are also the registered owner of five domain names, namely “agapeatpgroup.com”,
“agapeatpcorporation.com”, “atpsummit.com”, “agapeatpgroup.my” and
“agapeatpgroup.com.my.”
Category |
|
Registration
Number |
|
Trade
Marks Logo |
|
Ownership |
|
Country |
|
Effective
Date and Duration |
Trademark |
|
06010456 |
|
[Class
30] |
|
Agape
Superior Living Sdn. Bhd. |
|
Malaysia |
|
May
20, 2016
For
10 Years |
|
|
|
|
|
|
|
|
|
|
|
Trademark |
|
2017005364 |
|
|
|
Agape
ATP Corporation |
|
Malaysia |
|
May
05, 2017
For 10 Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Class
35] |
|
|
|
|
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Trademark |
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2019023588 |
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Agape
ATP Corporation |
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Malaysia |
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July
03, 2019
For
10 Years |
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2019023590 |
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Agape
ATP Corporation |
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Malaysia |
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July
03, 2019
For
10 Years |
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[Class
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Trademark |
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2019023589 |
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Agape
ATP Corporation |
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Malaysia |
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July
03, 2019
For 10 Years |
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[Class
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2019036886 |
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Agape
Superior Living Sdn. Bhd. |
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Malaysia |
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June
03, 2019
For 10 Years |
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[Class
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Employees
As
at December 31, 2022 we had 30 employees (excluding our Directors). The following table sets forth the number of employees by
function:
Function | |
Number
of employees | |
| |
| |
Senior
Management | |
| 1 | |
Business
Development Department | |
| 2 | |
Finance
Department | |
| 5 | |
Human
Resources Department | |
| 5 | |
Operations
Department | |
| 8 | |
Product
Development Department | |
| 3 | |
Marketing Department | |
| 3 | |
Corporate Affairs Department | |
| 3 | |
Total | |
| 30 | |
Properties
We
currently lease 6 properties ranging from approximately 2,500 to 11,900 square feet in Kuala Lumpur, Johor Bahru and Ipoh which
primarily carry out the functions of a staff accommodation, warehouse, office, service centers and sales branches in different
regions of Malaysia.
Insurance
The
Employees’ Social Security Act, 1969, Malaysia mandates employers and employees to make a monthly contribution to the Social Security
Organisation, Malaysia, (“SOCSO”) for any employee who is employed for wages paid under a contract of service or apprenticeship
with an employer for the purpose of providing social security protection to employees and their dependents against occupational injuries,
including industrial accident, accident during emergency at the employers’ premises, occupational diseases and commuting accidents.
Depending on the monthly wages earned by the employee, employers shall cause to be deducted from the respective employee’s wages,
amounts that ranges between RM0.10 to RM19.75 for monthly wages between RM30 to RM4,000. The employers’ contribution correspond
to the said rates are between RM0.4 to RM69.05. Rates applicable to both the employee and employer are fixed at the maximum rate of RM19.75
and RM69.05 respectively. Employees who have attained 60 years of age are not required to contribute to the scheme. The employer’s
responsibility towards this group shall be at a reduced rate which ranges between MYR0.30 to RM49.40 for the said wage band.
Other
than SOCSO, effective January 1, 2018, employees and employers in the private sector are mandated to contribute to an employment insurance
system, (“EIS”) under the Employment Insurance System Act, 2017. Both the employee and employer shall contribute at an equal
rate at 0.2% of the employee’s wages under the scheme, subject to a maximum monthly wage rate of RM4,000. No further contribution
to the scheme is required from the employee or the employer for employees who have attained 60 years of age; and employees aged 57 and
above who have no prior contributions are exempted.
We
do not have any third-party liability insurance to cover claims in respect of personal injury or property or environmental damage arising
from accidents on our property or relating to our operations. Such insurance is not mandatory according to the laws and regulations of
Malaysia. We typically do not require our distributors to purchase insurance regarding their operations. We believe this practice is
consistent with customary industry standards.
Legal
Proceeding
We
are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim
of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect
on our Company’s results of operations or financial condition.
REGULATIONS
This
section sets forth a summary of the most significant rules and regulations that affect our business activities in Malaysia or the rights
of our stockholders to receive dividends and other distributions from us.
Regulations
Related to Health and Wellness
The
Food Act 1983 (Act 281) and the Food Regulations 1985
The
primary legislations governing the various aspects of food safety and quality control in Malaysia are (i) the Food Act 1983 (Act 281)
(“the 1983 Act”); and (ii) the Food Regulations 1985 (“the 1985 Regulations”), both under the purview of the
Food Safety and Quality Division (FSQD) of the Ministry of Health, Malaysia. The ministry also oversees the implementation and enforcement
of the legislations. The objective of the 1983 Act is
to ensure that the public is protected from health hazards and fraud in the preparation, sale and use of foods and for matters incidental
thereto or connected therewith.
The
1983 Act and the 1985 Regulations are applicable to all foods sold in the country either locally produced or imported, covers a broad
spectrum from compositional standards to food additives, nutrient supplements, contaminants, packages and containers, food labelling,
procedure for taking samples, food irradiation, and penalty.
The
1983 Act strictly prohibits food adulteration, food containing substances injurious to health and food unfit for human consumption. The
legislation also ensures that consumer gets the right information from product labels; and that claims on food labels are legitimate.
Food
as defined under the 1983 Act, includes every article manufactured, sold or represented for use as food or drink for human consumption
or which enters into or is used in the composition, preparation, preservation, of any food or drink and includes confectionery, chewing
substances and any ingredient of such food, drink, confectionery or chewing substances. This includes food for special dietary use for
persons with specific diseases, disorders or medical conditions, and food which contain quantities of added nutrients allowable under
the 1983 Act and the 1985 Regulations.
The
general requirements on product labelling for food on sale provided under the 1985 Regulations are as follows:
(i) |
All
labels shall be durably marked on the material of the package or on material firmly attached to the package. |
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(ii) |
All
text should be in Bahasa Malaysia, i.e. the official language of Malaysia, if the food is produced, prepared or packaged in Malaysia.
If the food is imported, all text should be in Bahasa Malaysia or English. In either case, translation into other languages may be
included. |
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(iii) |
Important
particulars required on product labels are: |
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● |
A
description of the food containing the common name of its principal ingredients. In the case of mixed and blended food, the appropriate
description that the contents are mixed or blended. Where the food contains beef or pork, or its derivatives, or lard, a statement
to that effect. Alcohol where presence in the food should be clearly marked in capital bold-faced lettering of a non-serif character
not smaller than 6 point, in the form, “CONTAINS ALCOHOL”. Where the food consists of two or more ingredients, other
than water, food additives and added nutrient, the appropriate designation of each of those ingredients in descending order of proportion
by weight, and wherever required by the 198s Regulations, a declaration of the proportion of such ingredient. Any ingredients known
to cause hypersensitivity shall be declared on the label. |
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Quantity
of the food package. |
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The
name and address of the manufacturer and packer, or the owner of the rights of manufacture or packing or the agent of any of them,
for food manufactured or packed in Malaysia; and the additional information of the name and address of the importer in Malaysia and
country of origin for imported food. |
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● |
Depending
on its composition, words such as “genetically modified (name of ingredient)”, “produced from genetically modified
(name of ingredient)”, or “gene derived from (common name of such animal”) shall appear on the label. |
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● |
Marked
with the expiry date or the date of minimum durability of that food. |
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● |
If
the validity of date marking of food is dependent on its storage, then the storage direction of that food shall also be required
on its label. |
Further,
based on the Guide to Nutrition Labelling and Claims, the nutritional information that must be declared on a product label are energy,
protein, carbohydrate and fat. In addition, total sugars must also be declared for ready-to-drink beverages. Information on energy value
is to be expressed as kcal (kilocalories) per 100 g or per 100 ml of the food or per package if the package contains only a single portion.
In addition, the energy value should also be given for each serving of the food as quantified on the label. Besides kcal, energy value
may also be expressed as kilojoule (kJ). The amount of protein, carbohydrate and fat should be expressed as g per 100 g or per 100 ml
of the food or per package if the package contains only a single portion. In addition, the amount of these nutrients in the food should
also be given for each serving of the food as quantified on the label.
Other
than the mandatory nutrients, other nutrients may also be displayed on the nutrition label. These include vitamins and minerals, dietary
fibre, sodium, cholesterol, fatty acids, amino acid, nucleotide and other food components.
Both
ATP Zeta Health Program and BEAUNIQUE product series are regulated under the 1983 Act and the 1985 Regulation. ASL, the product owner
of these product series are subject to 1983 Act and the 1985 Regulation.
Traditional and Complementary Medicine
(T&CM) Act 2016 [Act 775]
The Traditional and Complementary Medicine (T&CM)
Act 2016 [Act 775] (the “TCM Act”) is an act to provide for the establishment of the T&CM Council to regulate the T&CM
services in Malaysia and to provide for matters connected therewith. The TCM Act received Royal Assent on 2 March 2016 and was published
in the Federal Government Gazette on 10 March 2016.
The enforcement of the TCM Act is implemented
in phases. Phase 1 begun operation on August 1, 2016 with the establishment of the T&CM Council, identification of recognized practice
areas, setting up the registration criteria for recognized practice areas, designation of practitioner body under section 42 of the TCM
Act and enforcement of the various sections under Phase 1 in the TCM Act.
Phase 2 of the TCM Act begun operation on March
1, 2021 and include the registration of T&CM practitioners in recognized practice areas with the T&CM Council, the enforcement
of various sections under the TCM Act and the operation of T&CM Regulations 2021. The transitional period of Phase 2 of the TCM Act
began on March 1, 2021 and will last until February 29, 2024.
The
business activities of DSY Wellness International Sdn Bhd, our complementary health therapies are regulated under TCM Act. DSY Wellness
International Sdn Bhd complementary health therapies are subject to TCM Act.
Control
of Drugs and Cosmetics Regulations 1984
The
Malaysian government enacted the Control of Drugs and Cosmetics Regulations 1984 (“the 1984 Regulations”) to regulate the
manufacture, sell, supply, import, possess or administer of cosmetics. The authority that oversee the 1984 Regulations is the National
Pharmaceutical Regulatory Agency (“NPRA”) under the Ministry of Health, Malaysia. All cosmetics industry players who intend
to manufacture or import any cosmetic, must apply the notification of cosmetics (“NOC”) through NPRA.
Pursuant
to Regulation 18A of the 1984 Regulations, cosmetics cannot be manufactured or sold if:
(i) |
The
cosmetic has not been notified with the NPRA; |
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(ii) |
The
person is a not person who has been designated to place the notified cosmetics in the market; |
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(iii) |
The
cosmetic is a notified cosmetic but it has been mixed with poison (as defined by the Poisons Act 1952); |
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(iv) |
The
notified cosmetic has been mixed with a registered product; |
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(v) |
The
cosmetic is labelled with another name other than the name notified by the Director of Pharmaceutical Services; |
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(vi) |
The
cosmetic has been labelled in a way that does not comply with any directives/guidelines issued by the Director of Pharmaceutical
Services; |
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(vii) |
The
cosmetic’s notification has been cancelled by the Director of Pharmaceutical Services; or |
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(viii) |
The
cosmetic is labelled with words, symbols or safety features that claim to be true but is otherwise. |
ÉNERGÉTIQUE product
series are regulated under the 1984 regulation. ASL, the product owner of these product series is subject to the 1984 Regulations
and relevant regulation.
Regulations
Related to Consumer Protection
Consumer
Protection Act 1999 (Act 599)
The
principal law for consumer protection in Malaysia is the Consumer Protection Act 1999 (Act 599) (“the 1999 Act”). The 1999
Act establishes various consumer protection mechanisms in Malaysia, and bridge gaps that may occur in other major laws, which may be
inadequate in protecting consumers. The government agency
which is primarily responsible for policy-making and law enforcement on consumer protection in Malaysia is the Ministry of Domestic Trade
and Consumer Affairs (MDTCA). The MDTCA is also responsible for receiving consumer complaints and acts as a secretariat to the National
Consumer Advisory Council (NCAC) – an institution established by the Minister of Domestic Trade and Consumer Affairs to advise
him on any relevant consumer issues and the implementation of the 1999 Act.
The
1999 Act has undergone several amendments since its enactment to cover various emerging issues relating to consumers, including the inclusion
unfair contract terms, inclusion of credit sale agreements of goods and the most recent amendment on July 23, 2019 related to Tribunal
for Consumer Claims Malaysia. Amendments to this Act are to increase the jurisdiction limit of claim hearing from RM25,000.00 to RM50,000.00
and the increase of maximum penalty for non-compliance with the Tribunal’s award.
The
1999 Act covers almost every aspects of consumer protection; ranging from misleading and deceptive conducts, false representation and
unfair practices; safety of goods and services; unfair contract terms; guarantees in respect of the supply of goods and services; and
product liability; to the establishment, structure and functions of the National Consumer Advisory Council; the Committee on Advertisement;
the Tribunals for Consumer Claims; and other matters related to enforcement, offences, remedies, and compensation.
All
series products produced by us in Malaysia are subject to Consumer Protection Act 1999 (Act 599).
Direct
Sales and Anti-Pyramid Scheme Act 1993 (Act 500) and Regulations.
In
Malaysia, network marketing is regulated by the Direct Sales and Anti-Pyramid Scheme Act 1993 (Act 500) (“the 1993 Act) and Regulations.
The 1993 Act provides for the licensing of persons carrying on direct sales business, for the regulation of direct selling, for prohibiting
pyramid scheme or arrangement, chain distribution scheme or arrangement, or any similar scheme or arrangement, and for other matters
connected therewith. The implementation and enforcement of the 1993 Act is governed by the Ministry of Domestic Trade and Consumer Affairs.
Under
the 1993 Act, subject to section 14 and 42 no person shall carry on any direct sales business unless it is a company incorporated under
the Companies Act 1965 and holds a valid licence granted under Section 6. The Controller may grant licence under Section 6 of the 1993
Act with conditions and licensee shall comply with the any conditions of the licence imposed by the Controller. By virtue of Section
8 of the 1983 Act, the Controller has the power to revoke a licence granted if he is satisfied that there are grounds on which his power
to revoke a licence is exercisable under subsection 8(1). In lieu of revocation of licence, the Controller may restrict the licence by:
(a) |
Imposing
limits on the duration of the licence; |
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|
(b) |
Imposing
conditions as he thinks desirable or expedient for the protection of the purchasers; or |
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(c) |
Imposing
both limits and conditions on the licence. |
We
have the responsibility to ensure that our marketing plan is in compliance with the Direct Sales (Scheme and Conduct) Regulations 2001,
not promoting pyramid scheme and have the following characteristics:
(a) |
In
the presentation of the direct sales scheme, a person who carries on any direct sales business shall not mislead participants by
overemphasizing on disproportionately high bonus or bonus payout. Each participant shall be provided with sales kit that includes
the marketing plan and code of conduct of the company. |
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|
(b) |
Any
person who carries on a direct sales business shall provide an incentive based on the volume or quantity of goods or services sold
or distributed by each participant and not based on recruitment of persons into the scheme. |
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(c)
|
Participants
not to purchase goods or services in an unreasonable amount. Each participant is required to purchase goods or service in an amount
that can be expected to be resold or consumed within a reasonable period of time. |
Regulations
Related to Intellectual Property Rights
Intellectual
property system in Malaysia is administered by the Intellectual Property Corporation of Malaysia (MyIPO), an agency under the Ministry
of Domestic Trade and Consumer Affairs.
Trademarks
Act 2019 (Act 815)
The
Trademarks Act 2019 (Act 815) (“the 2019 Act”) officially came into force in Malaysia on 27 December 2019. The Act repealed
the Trade Marks Act 1976 and is seen as opportune in enabling Malaysia to adhere not only to commercial demands and sophistication of
the current era, but also to international standards and procedures. The Trademarks Regulations 2019 is also now in force having been
gazetted in the Government Gazette on 27 December 2019.
Malaysia
is also a member of various trademark-related treating, including:
(i) |
Protocol
relating to the Madrid Agreement concerning the International Registration of Marks since 27 December 2019; |
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(ii) |
Nice
Agreement concerning the International Classification of Goods and Services since 28 September 2007; |
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(iii) |
Paris
Convention for the Protection of Industrial Property since 1 January 1989; and |
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(iv) |
Agreement
on Trade-related Aspects of Intellectual Property Rights (TRIPS) since 1 January 1995. |
The
2019 Act provides that any person who claims to be the bona fide proprietor of a trademark may apply for the registration of the trademark
if:
(i) |
the
person is using or intends to use the trademark in the course of trade; or |
|
|
(ii) |
the
person has authorised or intends to authorise another person to use the trademark in the course of trade. |
The
2019 Act has also expanded the types of trademark recognized for registration to be more than just word, logo, numbers, name. signature,
letter and to include shape of goods or their packaging, colour, sound, scent, hologram, positioning marks and sequence of motion of
any combination thereof; provided that they must be signs capable of being represented graphically.
In
general, Malaysia provides for protection for both registered and unregistered trademarks. Unregistered trademarks are protected under
common law rights, particularly in the tort of passing off. In fact even during the examination of trademark, the Registrar shall refuse,
under relative grounds of Section 24(4) of the 2019 Act, to register it if the mark’s use in Malaysia is prevented by virtue of
any rule of law protecting an unregistered trademark or other sign used in the course of trade including the law of passing of.
The
scope of trademark infringement and its exemptions has been substantially expanded by the 2019 Act. There could now be infringement even
in the use of a similar mark on similar goods or services (as opposed to being identical). Liability will stick to secondary users who
know or have reasons to believe that such use is without authorization of the trademark proprietor.
The 2019 Act
and relevant regulation are applicable own our brand, word, logo, numbers, name. signature, letter and to include shape of goods or their
packaging, color, sound, scent, hologram, positioning marks and/or sequence of motion of any combination.
Copyright
Act 1987 (Act 332)
Copyright
protection in Malaysia is governed by the Copyright Act 1987 (Act 332) (“the 1987 Act) which provides comprehensive protection
for copyrightable works. The 1987 Act outlines the nature of works eligible for copyright (which includes computer software), the scope
of protection, and the manner in which the protection is accorded. A unique feature of the 1987 Act is the inclusion of provisions for
enforcing the Act, which include such powers to enter premises suspected of having infringing copies and to search and seize infringing
copies and contrivances. Malaysia is a signatory of the Berne Convention. Foreign works of non-Berne member countries are also protected
if they are made in Malaysia and are published in Malaysia within thirty days of their first publication in the country of origin.
Unlike
trademarks, designs and patents (other intellectual property rights), there is no specific system of registration for copyright in Malaysia.
Although copyright is a non-registrable right in Malaysia
and enjoys automatic protection, ownership of copyright is difficult to establish. As such, proper documentation can be prepared to prove
ownership. Copyright owners can claim ownership by way of a Statutory Declaration or by filing a Voluntary Notification at the MyIPO.
The
definition of a literary work now includes table or compilations “whether or not expressed in words, figures or symbols and whether
or not in a visible form”. The owner of copyright in a work including a derivative work, will have the exclusive right to control
“the transmission of a work through wire or wireless means to the public, including the making available of a work to the public
in such a way that members of the public may access the work from a place and at a time individually chosen by them”.
It
is also an infringement of copyright to circumvent any effective technological measures aimed at restricting access to works, removal
or alteration of any electronic rights management information without authority, or distribution, importation for distribution or communication
to the public, without authority, works or copies of works in respect of which electronic rights management information has been removed
or altered without authority.
The
1987 Act and the relevant regulations are benefited us which we are eligible to claim ownership by compiling proper documentation to
prove ownership via a Statutory Declaration or by filing a Voluntary Notification at the MyIPO.
Regulations
Related to Employment and Social Security
Employment
Act 1955 (Act 265)
The
Employment Act 1955 (Act 265) (“the 1955 Act) is the primary legislation on labour matters in Malaysia. The 1955 Act provides for
minimum work requirements and benefits of employment, such as maximum working hours, overtime entitlement, leave entitlement, maternity
protection and termination benefits. The 1955 Act applies only to employees earning a monthly wages of not more than RM2,000.00 or to
employees, irrespective of their monthly wages, who are engaged in manual labour, including artisan or apprentice, or who are engaged
in the operation of maintenance of mechanically propelled vehicles operated for the transport of passengers or goods or for commercial
purposes, or who supervise or oversee other employees engaged in manual labour or who are engaged in any capacity in any vessel registered
in Malaysia or who are engaged as domestic servant.
Children
and Young Persons (Employment) Act 1966 (Act 350)
Children
and Young Person (Employment) Act 1996 (Act 350) (“the 1996 Act”) prohibits children from working near hazardous and poisonous
material. The 1996 Act defines a “child” is a person who is under the age of fifteen
years and a “young person” is a person who is fifteen or older, but below the age of eighteen years. The 1996 Act
goes on to provide the minimum working hours for a child and young person. Further, under 1996 Act no
child or young person shall be, or be required or permitted to be, engaged in any employment contrary to the provisions of the Factories
and Machinery Act 1967 (Act 139), the Occupational Safety and Health Act 1994 (Act 514) or the Electricity Supply Act 1990 (Act 447)
or in any employment requiring him to work underground. Any person contravening the provisions under the 1996 Act shall be guilty of
an offense and shall be liable on conviction to imprisonment of not exceeding 2 years or to fine not exceeding RM50,000 or to both; and
for repeat offenders, shall be liable on conviction to imprisonment of not exceeding 5 years or to fine not exceeding RM100,000 or to
both.
Employees’
Provident Fund Act 1991 (Act 452)
The
Employees’ Provident Fund Act 1991 (Act 452) (“the 1991 Act”) imposes the statutory obligations on employers and employees
to make contribution towards the Employees Provident Fund, which is essentially a fund established as a scheme of savings for employees’
retirement and the management of savings for the retirement purposes. Under the 1991 Act, any employer who fails to pay the necessary
contributions shall be liable to imprisonment for a
term not exceeding three years or to a fine not exceeding ten thousand ringgit or to both.
Employee’
Social Security Act 1969 (Act 4)
The
Employee’s Social Security Act 1969 (Act 4) (“the 1969 Act’) was
implemented to provide protection for employees and their families against economic and social distress in situations where the employees
sustain injury or death. The schemes of social security under the 1969 Act are administered by Social Security Organization (“SOCSO”)
and are financed by compulsory contributions made by the employers and the employees. Under the 1969 Act, any person who fails to make
contribution shall be all be punishable with imprisonment for a term which may extend to two years, or with fine not exceeding ten thousand
ringgit, or with both.
Employment
Insurance System Act 2017 (Act 800)
SOCSO
reached a milestone when the Employment Insurance System Act 2017 (Act 800) was introduced and enforced from 28 December 2017 with the
aim to provide protection and assist workers who have lost employment through two (2) main components namely, the Employment Insurance
and Active Labour Market Policies. The Employment Insurance System (EIS) provides protection to workers who have lost their employment
through income replacement, reskilling and upskilling training to enhance their employability as well as employment services so that
they can secure other suitable jobs fast.
Our
all employees which under definition of the Employment Act 1955 (Act 265) (“the 1955 Act) are subject to the provision of Employees’
Provident Fund Act 1991 (Act 452), Employee’ Social Security Act 1969 (Act 4), and Employment Insurance System Act 2017 (Act 800).
Regulation
Related to Taxation
Income
Tax Act 1967 (Act 53)
The
Income Tax Act 1967 (Act 53) (“the 1967 Act”) imposes a tax, known as income tax, for each year of assessment upon the income
accruing in or derived from Malaysia, or received in Malaysia from other countries. A company is a tax resident in Malaysia if its management
or control is exercised in Malaysia and generally, the place where directors’ meetings are held concerning management and control
of the company are considered in determining where the management and control of the company is exercised.
Under
the 1967 Act, any person who makes an incorrect tax return by omitting or understating income or gives incorrect information affecting
chargeability to tax otherwise than in good faith shall be guilty of an offence and shall upon conviction be liable to a fine not less
than RM1,000.00 and not more than RM10,000.00 and shall pay a special penalty of double the amount of tax which had been undercharged.
The
Company which is incorporated under Companies Act 2016 (Act 777) is subject to Income Tax Act The Company which is incorporated under
Companies Act 2016 (Act 777) is subject to Income Tax Act.
Regulation
Related to Foreign Exchange Control
Financial
Services Act 2013 (Act 758)
The
Financial Services Act 2013 (Act 758) provides regulation and supervision of financial institutions, payment systems and other relevant
entities and the oversight of the money market and foreign exchange market to promote financial stability and for related, consequential
or incidental matters.
Pursuant
to the Foreign Exchange Administration Rules, a resident entity with domestic ringgit is only allowed to invest abroad up to RM50 million
per calendar year (“the Maximum Foreign Investment”). For the avoidance of doubt, the limit of such Maximum Foreign Investment
applies to the resident entities within the group of companies.
Notwithstanding
the above, the Foreign Exchange Administration Rules allows non-residents to remit out divestment proceeds, profits, dividends or any
income arising from investments in Malaysia. Repatriation, however, must be made in foreign currency.
As
such, if our operating subsidiaries intend to invest exceeding the Maximum Foreign Investment, we are required to seek approval from
the controller of Foreign Exchange, Central Bank of Malaysia
Regulation
Related to Competition Law
Competition
Act 2010 (Act 712)
In
Malaysia, under the Competition Act 2010 (Act 712) (“the 2010 Act), such provisions may be considered to be anti-competitive if
they are found to significantly prevent, restrict or distort competition in any market for goods or services. The 2010 Act is regulated
by the Malaysia Competition Commission (“MyCC”), an independent body established under the Competition Commission Act 2010
(Act 713) to enforce the 2010 Act. The Competition Commission Act 2010 empowers MyCC to carry out functions such as implement and enforce
the provisions of the 2010 Act, issue guidelines in relation to the implementation and enforcement of the competition laws, act as advocate
for competition matters; carry out general studies in relation to issues connected with competition in the Malaysian economy or particular
sectors of the Malaysian economy; inform and educate the public regarding the ways in which competition may benefit consumers in and
the economy of Malaysia.
The
2010 Act prohibits horizontal or vertical agreements between enterprises that either the object or effect of significantly preventing,
restricting or distorting competition in Malaysia. This is referred to as “Chapter One Prohibition”. MyCC has indicated in
its “Guidelines on Chapter 1 Prohibition” that in general, anti-competitive agreements will not be considered “significant”
if:
(i) |
the
parties to the agreement are competitors who are in the same market and their combined market share of the relevant market does not
exceed 20%’ or |
(ii) |
the
parties to the agreement are not competitors and their individual market share in relevant market is not more than 25%. |
Further,
the 2010 Act also prohibits enterprises from abusing their “dominant position” in a market. This is referred to as the “Chapter
Two Prohibition”. The term “dominant position “refers to one or more enterprises possessing such significant power
in a market that they are able to adjust prices, outputs, or trading terms without effective constraint from competitors or potential
competitors. There are no specific thresholds for abuse of a dominant position However, the following are the types of abuses prohibited
under the 2010 Act; (i) predatory behaviour (for example, margin squeeze, and predatory pricing); (ii) refusal to supply; (iii) buying
up scarce supply; and (iv) limiting output.
Pursuant
to MyCC “Guidelines on Chapter 2 Prohibition”, market share above 60% would be indicative that an enterprise is dominant.
Nevertheless, market share shall not by itself be regarded as conclusive of dominance and other factors will be taken into account is
assessing whether an enterprise is dominant.
In
there is any infringement with the 2010 Act, MyCC may (i) require that the infringement be ceased immediately; (ii) specify steps which
are required to be taken by the infringing enterprise(s) to bring the infringement to an end; (iii) impose financial penalties which
could, for example, be 10% of the worldwide turnover of the relevant enterprise over the period during which an infringement occurred;
or (iv) take any number of other actions, including imposing sanctions and penalties, as they deem appropriate.
We
shall ensure there is any infringement with the 2010 Act, which we shall not:
(a)
Be the parties to the agreement are competitors who are in the same market and their combined market share of the relevant market exceed
20%; or
(b)
Be the parties to the agreement are not competitors and their individual market share in relevant market is more than 25%.
Regulation
Related to Establishment, Operation and Management of Malaysia Subsidiaries
Companies
Act 2016 (Act 777)
The
Companies Act 2016 (Act 777) (“the 2016 Act”) stipulates that a company must be registered with the Companies Commission
Malaysia in order to engage in any business activity. Under the 2016 Act, a company shall have - (a) a name; (b) one or more members,
having limited or unlimited liability for the obligations of the company; (c) in the case of a company limited by shares, one or more
shares; and (d) one or more directors. With the liberalization in Malaysia equity policy, foreign
companies/investors generally could hold 100% equity in majority industries except for strategic sectors of national interest such as
water, telecommunications, ports, and energy. For every industry, there are specific sector regulations issued by the relevant governmental
departments. These include regulations that could impose restrictions on the foreign ownership of equity of a company, require higher
paid up capital requirements and also prior regulatory approval before the commencement of business operations. However, limits on
foreign ownership do remain in place across many sectors such as telecommunications, oil & gas, tourism, wholesale and retail distributive
trade, and financial services. A corporation is a “wholly-owned subsidiary” of another corporation if it has no members
except— (a) that other corporation or its nominee; or (b) a wholly-owned subsidiary of that other corporation or its nominee. Private
companies require a minimum of one director. A director shall ordinarily reside in Malaysia by
having a principal place of residence in Malaysia.
Pursuant
to the 2016 Act, appointment of an auditor is mandatory. However, the Registrar may exempt private companies from appointing an auditor
where the Company is dormant, a zero-revenue company or a threshold-qualified company. Companies that elect to be exempted from audit
must still lodge unaudited financial statements and the required statutory certificates with the Registrar of Companies. Since the coming
into effect of the 2016 Act, private companies are no longer obligated to convene annual general meetings. However, stockholders
have the right to request for the directors of the company to convene a general meeting. This right is however subject to the requirements
in Section 311 of the 2016 Act.
For
all companies incorporated in Malaysia (except in Labuan, Malaysia) are subject to the Companies Act 2016 (Act 777).
MANAGEMENT
Directors
and Executive Officers
The
following table sets forth information regarding our executive officers and directors as of the date of this prospectus:
Directors
and Executive Officers (Last Name, First Name) |
|
Age |
|
Position/
Title |
How
Kok Choong |
|
59 |
|
Chief
Executive Officer, President, Director, Chief Operating Officer, Chairman of the board of Directors and Secretary |
Tjong
Budisantoso |
|
50 |
|
Director
|
Lee
Kam Fan Andrew |
|
61 |
|
Chief
Financial Officer |
Ramesh Ruben Louis |
|
45 |
|
Independent
Director Nominee |
Vong John Hing |
|
69 |
|
Independent
Director Nominee |
Chee
Chin Aik |
|
43 |
|
Independent
Director Nominee |
|
|
|
|
|
* |
Each
of Mr. Ramesh Ruben Louis, Dr. John Hing Vong and Mr. Chee Chin Aik has accepted our appointment to be our
independent director, effective upon the SEC’s declaration of effectiveness of our registration statement on Form S-1, of
which this prospectus is a part. |
Dr.
How Kok Choong is our founder
and serves as our Chief Executive Officer, President, Director Chief Operating Officer, Chairman of the Board of Directors and Secretary
since 2016. Dr. How is primarily responsible for overall development and business strategies, financial, administrative and human
resources affairs of the Company. Dr. How has more than 20 years of experience in the senior management roles in the health and
wellness industry. From 1987 to 2016, Dr. How was with the San Hin Group of Companies and his last position held was the group
chief executive officer for the group. Since August 2003, Dr. How began to work for AGAPE Superior Living International Group
as the global president and continues to hold this position. Further, since September 2009, Dr. How has worked for TH3 Holdings
Sdn Bhd as president. Dr. How obtained a master’s degree and a doctorate degree in Business Administrative from Newport
University, USA in December 1997 and December 2000, respectively. In Malaysia, Dr. How Kok Choong was recognized by the Junior
Chamber Malaysia (JCM) as an Outstanding Young Malaysian 2003, and was awarded the title of Justice of Peace of Malaysia since 2005.
Dr. How Kok Choong received the Outstanding Asian Community Contribution Award in 2011, Malaysia Top Team 50 Enterprise Award
in 2011 and 2016, The Contributor Award (Medical and Health Research) in 2012, “Man of The Year” in Worldwide Excellence
Award in 2015, “Man of The Year” in McMillan Global Award in 2016, The Distinguished Asia Pacific Outstanding Entrepreneur
Lifetime Achievement Award in 2019, World Outstanding Chinese Entrepreneur Lifetime Award in 2019 and Certified Professional Trainer
of The International Professional Managers Association in 2019.
Mr. Tjong
Budisantoso, PhD was appointed as an executive director on April 3, 2023. Prior to joining the Company, Mr. Budisantoso, PhD
had over 10 years of marketing and education related experience. Since June 2020, Mr. Budisantoso, PhD, has been a Dean of School of
Business, Indonesia International Institute for Life Sciences, and since March 1, 2020 Mr. Budisantoso, PhD, has been a Director of Recruitment,
Marketing & Institutional Development of Kalbis Institute. Since April 2017 Mr. Budisantoso, PhD, has been a Vice Rector in charge
of Admission & Recruitment, Marketing, and Institutional Development, of Indonesia International Institute for life Sciences. From
October 2011 to May 2016, Mr. Budisantoso, PhD was a lecturer at James Cook University Singapore Campus. From June 2010 to May 2016,
Mr. Budisantoso, PhD was a Course Leader at the Center of Commerce and Management, Royal Melbourne Institute of Technology (RMIT), where
he coordinated course for Market Research, Buyer Behavior and Marketing Management (Executive-MBA) courses. From February 2010 to May
2016, Mr. Budisantoso, PhD was a lecturer at Center of Commerce and Management, Royal Melbourne Institute of Technology, where he was
teaching Marketing Principles, Market Research and Marketing Management. From 1998 to January 2010, Mr. Budisantoso, PhD was a lecturer
at Faculty of Economics, Widya Mandala Catholic University Surabaya, where he was teaching Marketing Principles, Global Marketing, E-Marketing
and Current Issues in Marketing. From 2008 to 2009, Mr. Budisantoso, PhD was a Director at the Indonesian Center for Retailing Surabaya.
Mr. Budisantoso, PhD graduated with a bachelor of Business Administration from the Atma Jaya University, Indonesia in 1994, and graduated
with a master of business administration from the Monash University, Australia, and Magister Manajemen, Institut Pengembangan Manajemen
Indonesia (IPMI), Indonesia in 2001. Mr. Budisantoso, PhD obtained a doctorate of Marketing from the University of Notre Dame Australia
in 2006. Mr. Budisantoso, PhD obtained a Graduate Certificate in Teaching & Learning from Royal Melbourne Institute of Technology
in 2011.
Mr.
Lee Kam Fan, Andrew serves as our chief financial officer of the Company. Prior to joining the Company in January 2021, Mr. Lee
has approximately 38 years of accounting and finance related experience. Since July 2014, Mr. Lee has been the proprietor of Andrew Lee
& Company. Since June 2010, Mr. Lee served as an adjunct lecturer of the HKICPA Processional Examinations Preparatory Programme at
HKU Space. From January 2011 to October 2015, Mr. Lee served as the managing director at ANSA CPA Limited. From September 2010 to October
2012, Mr. Lee served as an independent non-executive director at Sunrise (China) Technology Group Limited (currently referred to as KOALA
Financial Group Limited (Hong Kong stock code: 08226)). From March 2006 to April 2017, Mr. Lee was in cooperation with Friedman LLP to
oversee financial statements are prepared in accordance with U.S. GAAP. From October 2000 to December 2010, Mr. Lee served as an audit
manager and subsequently a partner at Clodick & Company. From April 1998 to September 2000, Mr. Lee served as a director at Nitwell
Business Services Limited. From August 1994 to April 1998, Mr. Lee was an assistant audit manager at Cheng, Kwok & Chang. From July
1990 to July 1994, Mr. Lee served as an accountant at K.C. Manufacturing Company. From April 1989 to July 1990, Mr. Lee served as an
accountant at Haldane, Midgley & Booth. From January 1987 to April 1989, Mr. Lee served as an audit senior at RSM Nelson Wheeler.
From October 1985 to December 1986, Mr. Lee served as an audit assistant at Andrew Ma & Company. From April 1983 to September 1985,
Mr. Lee served as an audit Clerk at Anthony Y.T. Tse & Company. Mr. Lee is an associate member of the Institute of Chartered Accountants
in England and Wales since April 2019, a certified public accountant (practicing) of the Hong Kong Institute of Certified Public Accountants
since May 2010, a fellow member of the Association of International Accountants since December 2006, and an associate member and certified
tax advisor of the Tax Institute of Hong Kong since July 2010. Mr. Lee received his bachelor’s degree in business administration
at the Open University of Hong Kong (currently referred to as Hong Kong Metropolitan University) in June 2004 and his master’s
degree in professional accounting from the Hong Kong Polytechnic University in November 2010.
Mr. Ramesh
Ruben Louis, PhD will serve as our independent director upon effectiveness of the registration statement of which this
prospectus forms a part. Prior to joining the Company, Mr. Louis, PhD has approximately 25 years of accounting and finance related
experience. Since January 2011, Mr. Louis, PhD has been an executive director and principal consultant of Assurance Threesixty
Consulting. Since November 2009, Mr. Louis, PhD has been a professional freelance trainer and consultant at My Learning Training
Resources, where he conducted various training courses including training for MIA, ACCA, CPA Australia ISCA Singapore. From May 2006
to October 2009, Mr. Louis, PhD was an executive director at Anuarul Azizan Chew Group, where he was involved in internal audit,
risk management and review/assessment of internal controls assignments of various organisations including public listed companies in
Malaysia. From 2000 to 2006, Mr. Louis, PhD worked in BDO Binder, where he worked in areas including corporate finance and assurance
advisory, his last role being assistant audit manager. From 1997 to 1998, Mr. Louis, PhD was an audit assistant at Arthur Andersen
& Co. Mr. Louis, PhD graduated with a bachelor of accounting from the National University of Malaysia in 2000, and graduated
with a master of business administration from the University of Strathclyde, United Kingdom in 2012. Mr. Louis, PhD obtained a
doctorate of philosophy from the University of Malaya in September, 2021. Mr. Louis, PhD became a member of CPA Malaysia in 2005,
a member of the Institute of Internal Auditors Malaysia in 2010 and a member of the Association of Chartered Certified Accountants in
2011. Mr. Louis, PhD is also a director of Greenpro Capital Corp., Seatech Ventures Corp. and Fortune Valley Treasures, Inc.
Dr. Vong John
Hing, PhD will serve as our independent director upon effectiveness of the registration statement of which this prospectus
forms a part. Prior to joining the Company, Dr. Vong, PhD has over 44 years of fintech and education experience. Dr. Vong, Phd
is currently the lead of sustainable finance at ClimateWorks Australia since September 2021, a non-executive independent council member
of Regional Bank since June 2013, and a senior technical specialist of the United Nations since May 2003. Dr. Vong, PhD has been
a senior technical specialist at Asian Development Bank from January 2019 to February 2022, and a senior technical consultant at World
Bank Group from September 2006 to June 2021. Dr. Vong, PhD has been a professor at the National University of Singapore from May
2015 to April 2017, foundation director of the Fintech Academy at the Singapore Management University from June 2013 to December 2014
and associate professor at James Cook University Singapore from February 2012 to June 2013. From October 2008 to October 2011, Dr. Vong,
PhD was a deputy chief executive officer at Sacombank in Vietnam. In 2002 Dr. Vong, PhD was a senior consultant at PAGF-
DFAT Australia in the Philippines. From February 1999 to February 2001, Dr. Vong, PhD was a team leader at Deloitte Australia.
From 1994 to 1998 Dr. Vong, PhD was a regional director- lecturer of the Massachusetts Institute Technology and Nanyang Fellows
Program at Nanyang Technological University. From May 1978 to August 1993, Dr. Vong, PhD was a senior executive at HSBC Holdings
plc in various offices in Australia and Asia. Dr. Vong, PhD completed the public disputes program in advanced negotiation at MIT-Harvard
University Consensus Building Institute in 2006. Dr. Vong, PhD graduated with a BA in economics at Birmingham City University,
and a MBA in economics strategy and finance at University of Bradford. He received his PhD from the University of Bradford in
MIS business intelligence. Dr. Vong, PhD is currently a member of CPA Australia.
Mr.
Chee Chin Aik will serve as our independent director upon effectiveness of the registration statement of which this
prospectus forms a part. Prior to joining the Company, Mr. Chee has approximately 20 years of finance related experience. Mr. Chee
is currently the head of South East Asia, cash and non-cash equity sales, global markets at HSBC Singapore. From October 2020 to May
2022, Mr. Chee was an executive director, head of Malaysia equity distribution and board member of JPMorgan Chase & Co. Mr. Chee
has also worked at Credit Suisse for various periods, as director in institutional equity sales for Malaysia and Singapore from
January 2019 to September 2020, as vice president in institutional equity sales in Singapore from January 2015 to December 2018, and
associate in institutional equity sales in Singapore from April 2013 to December 2014. From January 2009 to August 2011, Mr. Chee
worked as analyst and trader in equity derivatives and proprietary trading at Aminvestment Bank Berhad in Malaysia. From October
2007 to September 2008, Mr. Chee worked as equity research analyst at Credit Lyonnais Securities Asia Pacific Markets in Malaysia.
From October 2006 to July 2007, Mr. Chee worked as associate in fixed income currencies and commodities at Goldman Sachs in USA.
From July 2004 to October 2006, Mr. Chee worked as analyst for fixed income, corporate advisory division at Lehman Brothers Holdings
Inc in USA. From Jun 2002 to July 2004, Mr. Chee worked as associate in financial regulatory and cycle examination group at National
Association of Securities Dealers (FINRA) in USA. Mr. Chee graduated with a bachelor of arts from Franklin & Marshall College and MBA
in finance from the University of Chicago Booth School of Business.
Employment
Agreements
We
have entered into employment agreements with all of our executive officers. Under these agreements, each of our executive officers is
employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for
certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent
or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s
employment without cause upon advance written notice or payment in-lieu of notice. In such case of termination by us, we will provide
severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is
based. The executive officer may resign at any time upon advance written notice.
Each
executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence
and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable
law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective
clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
Terms
of Directors and Officers
Our
officers are elected by and serve at the discretion of the board of directors and the stockholders voting by ordinary resolution.
Compensation
of Directors and Executive Officers
For
the years ended December 31, 2022 and 2021, we paid an aggregate of approximately $289,957 and $275,210,
respectively, in cash and benefits to our executive officers. We do not have a share incentive program to provide for grants of awards
to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar
benefits to our executive officers and directors. We have no service contracts with any of our directors providing for benefits upon
termination of employment.
Board
of Directors and Committees
Our
board of directors will consist of five directors, including three independent directors. We will establish three committees under the
board of directors immediately upon the effectiveness of our registration statement on Form S-1, of which this prospectus is a part:
an audit committee, a compensation committee and a nominating and corporate governance committee. We intend to adopt and approve a charter
for each of the three committees prior to consummation of this offering. Each of the committees of the board of directors shall have
the composition and responsibilities described below.
Audit
Committee
Mr. Louis, PhD,
Dr. Vong, PhD, and Mr. Chee will be the members of our Audit Committee where Mr. Louis, PhD shall serve as the chairman.
All proposed members of our Audit Committee will satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards
apply specifically to members of audit committees.
We
intend to adopt and approve a charter for the Audit Committee prior to consummation of this offering. In accordance with our Audit Committee’s
Charter, our Audit Committee shall perform several functions, including:
|
● |
evaluate
the independence and performance of, and assess the qualifications of, our independent auditor, and engage such independent auditor; |
|
|
|
|
● |
approve
the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approve in advance any non-audit
service to be provided by the independent auditor; |
|
|
|
|
● |
monitor
the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required
by law; |
|
|
|
|
● |
reviewing
our financial statements and our management’s discussion and analysis of financial condition and results of operations to be
included in our annual and quarterly reports to be filed with the SEC; |
|
|
|
|
● |
oversee
all aspects our systems of internal accounting control and corporate governance functions on behalf of the board; |
|
|
|
|
● |
review
and approve in advance any proposed related-party transactions and report to the full board of directors on any approved transactions;
and |
|
|
|
|
● |
provide
oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the
board of directors, including Sarbanes-Oxley Act implementation, and make recommendations to the board of directors regarding corporate
governance issues and policy decisions. |
It
is determined that Mr. Louis, PhD possesses accounting or related financial management experience that qualifies him as an “audit
committee financial expert” as defined by the rules and regulations of the SEC.
Compensation
Committee
Mr. Louis, PhD,
Dr. Vong, PhD and Mr. Chee will be the members of our Compensation Committee where Dr. Vong, PhD shall be the chairman.
All proposed members of our Compensation Committee will be qualified as independent under the current definition promulgated by NASDAQ.
We intend to adopt and approve a charter for the Compensation Committee prior to consummation of this offering. In accordance with the
Compensation Committee’s Charter, the Compensation Committee shall be responsible for overseeing and making recommendations to
the board of directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance
and recommendations with respect to our compensation policies and practices.
Nominating
and Governance Committee
Mr. Louis, PhD,
Dr. Vong, PhD, and Mr. Chee will be the members of our Nominating and Governance Committee where Mr. Chee shall serve as the
chairman. All proposed members of our Nominating and Governance Committee will be qualified as independent under the current definition
promulgated by NASDAQ. The board of directors intends to adopt and approve a charter for the Nominating and Governance Committee prior
to consummation of this offering. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Corporate
Governance Committee shall be responsible for identifying and proposing new potential director nominees to the board of directors for
consideration and reviewing our corporate governance policies.
Director
Independence
Our board of directors
reviewed the materiality of any relationship that each of our proposed directors has with us, either directly or indirectly. Based on
this review, it is determined that Mr. Louis, PhD, Dr. Vong, PhD and Mr. Chee will be “independent directors”
as defined by NASDAQ. In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each
independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed
and discussed information provided by the directors and us with regard to each director’s business and personal activities and
relationships as they may relate to us and our management.
Family
Relationships
There
is no family relationship among any of our directors or executive officers.
Board
Leadership Structure and Role in Risk Oversight
Our
Board of Directors, or the Board, is primarily responsible for overseeing our risk management processes on behalf of our company. The
Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding
our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s
general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite
for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes.
We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our
board leadership structure supports this approach.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee
of any entity that has one or more executive officers on our board of directors or compensation committee.
Code
of Ethics
We
have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer and
principal accounting officer, and the Board. A copy of this code is available in our employee handbook and under the “About Us
– Code of Conduct” section of our website at www.agapeatpgroup.com. In addition, we intend to post on our website all disclosures
that are required by law or the listing standards of our applicable trading market concerning any amendments to, or waivers from, any
provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained
at or available through our website, and you should not consider it to be a part of this prospectus.
Involvement
in Certain Legal Proceedings
To
our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:
|
● |
any
bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; |
|
|
|
|
● |
any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses); |
|
|
|
|
● |
being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking
activities or to be associated with any person practicing in banking or securities activities; |
|
|
|
|
● |
being
found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated
a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
● |
being
subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law
or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or |
|
|
|
|
● |
being
subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,
any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
or persons associated with a member. |
Involvement
in Certain Legal Proceedings
To
our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:
|
● |
any
bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; |
|
|
|
|
● |
any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses); |
|
|
|
|
● |
being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking
activities or to be associated with any person practicing in banking or securities activities; |
|
|
|
|
● |
being
found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated
a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
|
|
● |
being
subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law
or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or |
|
|
|
|
● |
being
subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,
any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
or persons associated with a member. |
EXECUTIVE
AND DIRECTOR COMPENSATION
Executive
Officers’ Compensation
The
following table sets forth information concerning the annual and long-term compensation earned by or paid to our Chief Executive Officer
and to other persons who served as executive officers as at fiscal years ended December 31, 2022 and 2021, or the named
executive officers, for services as executive officers for the said fiscal year.
Summary
Compensation Table
Name
and
Principal
Position |
|
Fiscal
Year |
|
Salary
|
|
Stock
Award |
|
Option
Awards |
|
Non-Equity
Incentive Plan
Compensation |
|
Change
in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings |
|
All
Other
Compensation |
|
Total
|
|
|
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
How
Kok Choong |
|
|
2022
|
|
|
289,957 |
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
— |
|
|
289,957 |
|
Chief
Executive Officer, President, Director, Chief Operating Officer, Chairman of the board of
Directors and Secretary |
|
|
2021
|
|
|
275,210 |
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
— |
|
|
275,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee
Kam Fan Andrew |
|
|
2022
|
|
|
46,440 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
46,440 |
|
Chief
Financial Officer |
|
|
2021
|
|
|
46,988 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
46,988 |
|
Employment
Agreements
How
Kok Choong
Dr.
How currently devotes approximately 90% per week
of his time to manage the affairs of the Company. He has agreed to work with no remuneration nor drawn any (i) bonus; (ii) stock compensation;
(iii) option awards; (iv) non-equity incentive plan compensation; (v) non-qualified deferred compensation earnings; and (vi) any other
compensations until such time as the Company receives significant revenues necessary to provide management salaries. At this time, we
cannot accurately estimate when significant revenues will occur to implement this compensation, or what the amount of the compensation
will be.
Lee
Kam Fan Andrew
On
January 12, 2021, we entered into an Executive Employment Agreement with Mr. Lee Kan Fan Andrew, our Chief Financial Officer. Pursuant
to the agreement, Mr. Lee is employed as our Chief Financial Officer. During the term of his employment, Mr. Lee will be entitled to
a base salary at the annualized rate of $3,870. Pursuant to the agreement, Mr. Lee may be terminated for “cause” as defined
in the agreement and Mr. Lee may resign upon the provision of a prior notice in writing not less than one (1) months to the Company or
payment in lieu of notice at any time. In the event Mr. Lee is terminated without cause, we will be required to pay Mr. Lee all accrued
salary, reimbursement for all business expenses. In the event Mr. Lee is terminated with cause, dies or is disabled, we will be required
to pay Mr. Lee all accrued salary. Under the agreement Mr. Lee is subject to confidentiality restrictions.
Incentive
Bonus
The
Board may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors
believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and
the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Option
Exercises and Stock Vested
We
have not granted any stock options to our executive officers since our incorporation.
Long-term,
Stock Based Compensation
In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award
our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award. We have not granted any stock options to our executive officers
since our incorporation.
No
Pension Benefits
We
do not maintain any plan that provide for payments or other benefits to our executive officers at, following or in connection with retirement
and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.
No
Nonqualified Deferred Compensation
We
do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Director
Compensation
Name
(Last name, First name) | |
| Fees
Earned or Paid in Cash $ | | |
| Stock
Awards $ | | |
| Option
Awards $ | | |
| Non-equity
Incentive Plan Compensation $ | | |
| Change
in Pension Value and Non-Qualified Deferred Compensation Earnings | | |
| All
Other Compensation $ | | |
| Total $*
| |
How
Kok Choong | |
| 289,957 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 289,957 | |
Tjong Budisantoso | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Ramesh Ruben Louis | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
John Hing Vong | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Chee Chin Aik | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
March 2023, Mr. Shaharuddin resigned from the board
of directors, effective immediately, due to his demise.
Mr. Ramesh Ruben
Louis was appointed to the Board of Directors of our company to serve as independent director. On March 30, 2022, Mr. Louis, PhD
entered into an agreement pursuant to which he will serve as an independent director of the Company upon SEC’s declaration of effectiveness
of our registration statement on Form S-1. During the term of the agreement, Mr. Louis will be entitled to director fees of US$21,600
per annum. Pursuant to the agreement, Mr. Louis may be terminated for “cause” as defined in the agreement and Mr. Louis may
resign upon the provision of a prior notice in writing not less than 14 days to the Company.
Professor Dr. John
Hing Vong was appointed to the Board of Directors of our company to serve as independent director. On September 12, 2022, Dr. Vong, PhD
entered into an agreement pursuant to which he will serve as an independent director of the Company upon SEC’s declaration
of effectiveness of our registration statement on Form S-1. During the term of the agreement, Dr. Vong, PhD will be entitled to
director fees of US$21,600 per annum. Pursuant to the agreement, Dr. Vong, PhD may be terminated for “cause” as defined
in the agreement and Dr. Vong, PhD may resign upon the provision of a prior notice in writing not less than 14 days to the Company.
Chee Chin Aik was appointed
to the Board of Directors of our company to serve as independent director. On November 30, 2022, Mr. Chee entered into an agreement
pursuant to which he will serve as an independent director of the Company upon SEC’s declaration of effectiveness of our registration
statement on Form S-1. During the term of the agreement, Mr. Chee will be entitled to director fees of US$21,600 per annum. Pursuant
to the agreement, Mr. Chee may be terminated for “cause” as defined in the agreement and Mr. Chee may resign upon the provision
of a prior notice in writing not less than 14 days to the Company.
On
April 3, 2023, Mr. Tjong Budisantoso, PhD was appointed to the Board of Directors of our company to serve as director. Mr. Budisantoso, PhD entered into
an agreement pursuant to which he will serve as a director. Upon SEC’s declaration of effectiveness of our registration statement
on Form S-1 Mr. Shaharuddin will be entitled to a base salary at the monthly remuneration of $3,000 and also a stock-based compensation
of $60,000 worth of common stock per annum. Pursuant to the agreement, Mr. Shaharuddin may be terminated for “cause” as defined
in the agreement and Mr. Shaharuddin may resign upon the provision of a prior notice in writing not less than three (3) months to the
Company or payment in lieu of notice at any time.
CERTAIN
RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
SEC
rules require us to disclose any transaction since the beginning of our last fiscal year or any currently proposed transaction in which
we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a
direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more
of our common stock, or an immediate family member of any of those persons.
On
May 8, 2020, the Company acquired approximately 99.99% of the issued share capital of Agape Superior Living Sdn Bhd from Dr. How
Kok Choong. Dr. How received an aggregate consideration of $1,714,003, which was determined based on the net asset carrying value
of ASL as at March 31, 2020. The aggregate consideration was satisfied by (i) the offset of the consideration whereby the Company has
a loan receivable of $656,495 as of March 31, 2020 due from Dr. How; and (ii) the allotment and issue of the common stock of the
Company. The Company allotted and issued 162,694 shares of the Company’s common stock, each with a par value $0.0001, representing
approximately 0.0432% of the total issued and outstanding shares in the Company after the issuance of the shares, which was valued at
$1,057,508 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020.
On
July 1, 2020, the Company and Dr. How Kok Choong agreed to amend the Share Exchange agreement and enter into a supplemental agreement
share exchange agreement (the “Supplemental Share Exchange Agreement”). In accordance with Supplemental Share Exchange
Agreement, Dr. How received an aggregate consideration of $1,804,046, which was determined based on the net asset carrying value
of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the consideration whereby the Company
has a loan receivable of $656,495 as of March 31, 2020 due from Dr. How; and (ii) the allotment and issuance of common stock of
the Company. The Company allotted and issued 176,547 shares of the Company’s common stock, par value $0.0001 (the “Shares”),
representing approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which
is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020.
On February 1,
2021, Dr. How Kok Choong, our CEO and director, was appointed as the non-executive Chairman of Vettons. Vettons Sdn Bhd (“Vettons”)
is an e-commerce company through which ASL conducts some of its distribution activities to
its members. As of December 31, 2020, the Company has accounts receivable of $172,757 from Vettons, representing 100% of our accounts
receivable.
In
December 2021, there were share forfeiture agreements (the “Share Forfeiture Agreements”) between the Company and (i) HKC
Talent Limited; (ii) various stockholders of the Company (the “Forfeiting Stockholders”), pursuant to which:
(i)
HKC Talent Limited had agreed to forfeiture of 41,750,000 shares of common stock of the Company, and
(ii)
the Forfeiting Stockholders had agreed to forfeiture, in aggregate, 44,242,000 shares of common stock of the Company. Included
in (ii) is 11,242,000 shares forfeited from HKC Holdings Sdn. Bhd, a company in which Dr. How Kok Choong, is a stockholder.
As a result, the outstanding shares was reduced by 85,992,000 shares of common stock.
On
January 20, 2022, a share forfeiture agreement (the “Share Forfeiture Agreement”) was entered between the Company and Dr.
How Kok Choong, pursuant to which Dr. How agreed to forfeit 215,008,035 shares of common stock of the Company.
*HKC
Holdings Sdn Bhd is owned and controlled by How Kok Choong who is our executive officer and director. As such, HKC Holdings Sdn Bhd.
is regarded a related party.
With
regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the
Securities Act of 1933, as amended (“Regulation S”) due to the fact that the issuance of stock was made to non-U.S. persons
(as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant an offshore transactions, and no directed selling efforts were
made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of
the foregoing.
The
Company’s related party list and relationship are as follows:
Related parties |
|
Relationships |
|
|
|
Agape ATP (Asia) Limited |
|
Dr.
How Kok Choong, the CEO and director of the
Company is also the sole shareholder and director of Agape ATP (Asia) Limited. |
|
|
|
DSY Wellness & Longevity Center Sdn Bhd |
|
Mr. Steve Yap, a director
of DSY Wellness International Sdn Bhd, is also a director of DSY Wellness & Longevity Center Sdn Bhd. |
|
|
|
CTA
Nutriceuticals (Asia) Sdn Bhd |
|
The
directors and shareholders of CTA are related parties to Mr. Steve Yap, a director of DSY International Wellness Sdn Bhd |
|
|
|
DSY
Beauty Sdn Bhd |
|
The
directors and shareholders of DSY Beauty are related parties to Mr. Steve Yap, a director of DSY Wellness International Sdn Bhd |
|
|
|
TH3
Technology Sdn Bhd |
|
Dr.
How Kok Choong, the CEO and director of the Company is also a director of TH3 Technology Sdn Bhd. |
|
|
|
Redboy Picture Sdn Bhd |
|
Dr.
How Kok Choong, the CEO and director of the
Company is also a director of Redboy Picture Sdn Bhd. |
Related
party balances as of December 31, 2022 and 2021 are as per table below:
Amount
due from related parties
|
|
|
|
|
|
As
of December 31, |
|
Name
of Related Party |
|
Relationship |
|
Nature |
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
TH3
Technology Sdn Bhd (“TH3”) |
|
Mr.
How Kok Choong, the CEO and director of the Company is also a director of TH3 |
|
Prepayment
of IT expenses |
|
$ |
1,273 |
|
|
$ |
- |
|
DSY
Beauty Sdn Bhd (“DSY Beauty”) |
|
The
directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International
Sdn Bhd |
|
Deposits
for products purchases |
|
|
9,261 |
|
|
|
- |
|
Agape
ATP (Asia) Limited (“AATP Asia”) |
|
Mr.
How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia |
|
Expenses
paid for AATP Asia |
|
|
- |
|
|
|
2,214 |
|
Hostastay
Sdn. Bhd. “Hostastay” |
|
Mr.
How Kok Choong, the CEO and director of the Company is also the director of Hostastay. Mr. How Kok Choong ceased to be the director
of Hostastay as of April 21, 2021 |
|
Sublease
rent due from Hostastay |
|
|
- |
|
|
|
4,790 |
|
Total |
|
|
|
|
|
$ |
10,534 |
|
|
$ |
7,004 |
|
Accounts
payable – related parties
|
|
|
|
|
|
As
of December 31, |
|
Name
of Related Party |
|
Relationship |
|
Nature |
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
CTA
Nutriceuticals (Asia) Sdn Bhd (“CTA”) |
|
The
directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness
Sdn Bhd |
|
Purchases
of products for the provision of complementary health therapies |
|
$ |
25,387 |
|
|
$ |
- |
|
DSY
Beauty Sdn Bhd (“DSY Beauty”) |
|
The
directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International
Sdn Bhd |
|
Purchases
of beauty products |
|
|
224 |
|
|
|
- |
|
Total |
|
|
|
|
|
$ |
25,611 |
|
|
$ |
- |
|
Other
payable – related parties
|
|
|
|
|
|
|
As
of December 31, |
|
Name
of Related Party |
|
Relationship |
|
Nature |
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
CTA
Nutriceuticals (Asia) Sdn Bhd (“CTA”) |
|
The
directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness
Sdn Bhd |
|
Purchase
of products for general use |
|
$ |
2,149 |
|
|
$ |
- |
|
DSY
Beauty Sdn Bhd (“DSY Beauty”) |
|
The
directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International
Sdn Bhd |
|
Purchase
of products for general use |
|
|
2,147 |
|
|
|
- |
|
Mr.
How Kok Choong |
|
Mr.
How Kok Choong, the CEO and director of the Company |
|
Commission
expense |
|
|
584 |
|
|
|
- |
|
Total |
|
|
|
|
|
$ |
4,880 |
|
|
$ |
- |
|
Related
party transactions for years ended December 31, 2022 and 2021, are as per table below:
Purchases
|
|
|
|
|
|
For
the years ended
December
31, |
|
Name
of Related Party |
|
Relationship |
|
Nature |
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
CTA
Nutriceuticals (Asia) Sdn Bhd (“CTA”) |
|
The
directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness
Sdn Bhd |
|
Purchases
of products for the provision of complementary health therapies |
|
$ |
198,376 |
|
|
$ |
- |
|
DSY
Beauty Sdn Bhd (“DSY Beauty”) |
|
The
directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International
Sdn Bhd |
|
Purchases
of beauty products |
|
|
3,975 |
|
|
|
718 |
|
DSY
Wellness & Longevity Center Sdn Bhd (“DSYWLC”) |
|
Mr.
Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC. |
|
Purchases
of products for the provision of complementary health therapies |
|
|
124 |
|
|
|
- |
|
Total |
|
|
|
|
|
$ |
202,475 |
|
|
$ |
718 |
|
Other
income
| |
| |
| |
For
the years ended
December
31, | |
Name
of Related Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
Hostastay
Sdn. Bhd. | |
Mr. How Kok Choong, the CEO
and director of the Company is also the director of Hostastay. Mr. How Kok Choong ceased to be the director of Hostastay as of April
21, 2021 | |
Sublease
rental income due from Hostastay | |
$ | - | | |
$ | 4,345 | |
Total | |
| |
| |
$ | - | | |
$ | 4,345 | |
Other
purchases
|
|
|
|
|
|
For
the years ended
December
31, |
|
Name
of Related Party |
|
Relationship |
|
Nature |
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
CTA
Nutriceuticals (Asia) Sdn Bhd (“CTA”) |
|
The
directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness
Sdn Bhd |
|
Purchases
of products for the provision of complementary health therapies |
|
$ |
5,431 |
|
|
$ |
- |
|
DSY
Beauty Sdn Bhd (“DSY Beauty”) |
|
The
directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International
Sdn Bhd |
|
Purchases
of beauty products |
|
|
6,888 |
|
|
|
- |
|
DSY
Wellness & Longevity Center Sdn Bhd (“DSYWLC”) |
|
Mr.
Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC. |
|
Purchases
of products for the provision of complementary health therapies |
|
|
4 |
|
|
|
- |
|
Total |
|
|
|
|
|
$ |
12,323 |
|
|
$ |
- |
|
Commission
expense
|
|
|
|
|
|
For
the years ended December 31, |
|
Name
of Related Party |
|
Relationship |
|
Nature |
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
How Kok Choong |
|
Mr.
How Kok Choong, the CEO and director of the Company |
|
Commission
expense |
|
$ |
16,590 |
|
|
$ |
12,758 |
|
Total |
|
|
|
|
|
$ |
16,590 |
|
|
$ |
12,758 |
|
Other
expenses
| |
| |
| |
For
the years ended
December 31, | |
Name
of Related Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
TH3 Technology Sdn Bhd (“TH3”) | |
Mr. How Kok Choong, the CEO
and director of the Company is also a director of TH3 | |
IT support services fee | |
$ | 56,450 | | |
$ | - | |
Redboy Picture Sdn Bhd (“Redboy”) | |
Mr. How Kok Choong, the CEO and director
of the Company is also the director of Redboy | |
Sponsorship fee | |
| 22,686 | | |
| 718 | |
DSY Wellness & Longevity Center Sdn
Bhd (“DSYWLC”) | |
Mr. Yap Foo Ching (Steve Yap), a director
of DSY Wellness International Sdn Bhd is also a director of DSYWLC. | |
Office rental expenses | |
| 21,779 | | |
| - | |
Total | |
| |
| |
$ | 100,915 | | |
$ | 718 | |
PRINCIPAL
STOCKHOLDERS
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the
holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person,
but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community
property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect
to all shares of our common stock indicated as beneficially owned by them.
The
following table sets forth certain information, as of the date of this prospectus, with respect to the beneficial ownership of the outstanding
common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors
and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment
power over the shares beneficially owned.
Name of Beneficial Owner (1) |
|
Common Stock Beneficially Owned |
|
|
Percentage of Common Stock (1) |
|
|
Voting Shares of Preferred Stock |
|
|
Preferred Stock Voting Percentage Beneficially Owned |
|
|
Total Voting Percentage Beneficially Owned |
|
How Kok Choong, Chief Executive Officer, Chief Operating Officer, Chairman of the board of Directors, Secretary, and Director; collectively this includes HKC Holdings Sdn Bhd (2) (3)* |
|
|
19,608,998 |
|
|
|
25.99 |
% |
|
|
- |
|
|
|
- |
|
|
|
25.99 |
% |
Mohd Shaharuddin Bin Abdullah |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Tjong Budisantoso |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Lee Kam Fan Andrew |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
All officers and directors as a group |
|
|
19,608,998 |
|
|
|
25.99 |
% |
|
|
- |
|
|
|
- |
|
|
|
25.99 |
% |
|
|
*
Officer and/or director of the company. |
(1)
|
Applicable
percentage ownership is based on 75,452,012 shares of common stock issued and outstanding and 200,000,000 preferred shares
authorized but none were issued and outstanding as of the date of this prospectus. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
|
|
|
(2) |
The
address of How Kok Choong is c/o Agape ATP Corporation, 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman
Desa, 58100 Kuala Lumpur, Malaysia. |
|
|
(3)
|
HKC
Holdings Sdn Bhd is owned and controlled by How Kok Choong who is our chief executive officer, chief operating officer, chairman
of the board of Directors, Director and secretary. |
DESCRIPTION
OF CAPITAL STOCK
We
have authorized capital stock consisting of 1,000,000,000 shares of common stock, par value $0.0001 per share, and 200,000,000 shares
of preferred stock, par value $0.0001 per share. As of December 31, 2022, we had 75,452,012 shares of common stock issued and
outstanding and no shares of preferred stock issued and outstanding.
Common
Stock
All
outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled
to one vote per share on all matters submitted to a vote of stockholders of the company. All stockholders are entitled to share equally
in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of
liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The
stockholders do not have cumulative or pre-emptive rights.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power
or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of our company, which is sometimes referred to in corporate parlance
as a “poison pill”.
Options
and Restricted Stock
As
of December 31, 2022, other than the securities described above, we do not have any outstanding options or restricted stock.
Other
Convertible Securities
As
of December 31, 2022, other than the securities described above, we do not have any outstanding convertible securities.
Securities
Authorized for Issuance under Equity Compensation Plans
We
have not adopted any compensatory or benefit plans for future issuances of our securities.
Market
for Common Equity and Related Stockholder Matters
Our
common stock is presently quoted on the OTC Markets – Pink Sheets under the symbol “AATP”. Although there is currently
a bid and offer quotation for the common stock, such bid and offer are for limited and insignificant number of shares. The last sale
price recorded was $4.01 per share on August 2, 2022. Because trading has been sporadic and irregular, there is
no established public trading market for our common stock.
We plan
to apply to list our common stock on the NASDAQ as soon as practical. No assurance can be given that our application will be approved
by the NASDAQ. If our Common Stock is listed on the NASDAQ, we will be subject to continued listing requirements and corporate
governance standards of NASDAQ. We expect the compliance with these new rules and regulations to significantly increase our legal,
accounting and financial compliance costs.
As
of the date of this prospectus, there are approximately 1,323 holders of record of our common stock.
Transfer
Agent
The
stock transfer agent for our securities is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598 and telephone number is
+1 (212) 828-8436.
SHARES
ELIGIBLE FOR FUTURE SALE
Immediately
prior to this offering, there was little to no trading activity in our common stock. Future sales of substantial amounts of common stock
in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock.
All
shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for
any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would
be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.
Restricted
securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from
registration under Rules 144 or 701 under the Securities Act, described below. Restricted securities may also be sold outside of the
United States to non-U.S. persons in accordance with Rule 904 of Regulation S.
Lock-Up
For further
details on the lock-up agreements, see the section entitled “Underwriting – Lock-Up Agreements.”
Rule
144
Some
of our stockholders will be forced to hold their shares of our common stock for at least a six-month period before they are eligible
to sell those shares, and even after that six-month period, sales may not be made under Rule 144 promulgated under the Securities Act
unless we and such stockholders are in compliance with other requirements of Rule 144.
In
general, Rule 144 provides that (i) any of our non-affiliates that has held restricted common stock for at least six months is thereafter
entitled to sell its restricted stock freely and without restriction, provided that we remain compliant and current with our SEC reporting
obligations, and (ii) any of our affiliates, which includes our directors, executive officers and other person in control of us, that
has held restricted common stock for at least six months is thereafter entitled to sell its restricted stock subject to the following
restrictions: (a) we are compliant and current with our SEC reporting obligations, (b) certain manner of sale provisions are satisfied,
(c) a Form 144 is filed with the SEC, and (d) certain volume limitations are satisfied, which limit the sale of shares within any three-month
period to a number of shares that does not exceed the greater of 1% of the total number of outstanding shares. A person who has ceased
to be an affiliate at least three months immediately preceding the sale and who has owned such shares of common stock for at least one
year is entitled to sell the shares under Rule 144 without regard to any of the limitations described above.
Rule 701
In
general, Securities Act Rule 701 allows a stockholder who purchased shares of capital stock pursuant to a written compensatory plan or
contract and who is not deemed to have been an affiliate of ours during the immediately preceding 90 days to sell those shares in reliance
upon Securities Act Rule 144, but without being required to comply with the public information, holding period, volume limitation or
notice provisions of Rule 144. All holders of Rule 701 shares, however, are required to wait until ninety (90) days after the date of
this prospectus before selling shares pursuant to Rule 701.
Regulation
S
Regulation
S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements
of the Securities Act.
TAXATION
Malaysia
Taxation
The
following discussion is a summary of the more relevant taxes that are applicable to our Malaysian subsidiaries with regards to transactions
that they may enter into with a foreign holding company, i.e. AATP. It excludes specifically all Malaysian taxes that our Malaysian subsidiaries
are subject to arising from their respective business activities in Malaysia such as income tax, various types of taxes imposable on
transactions entered into in the course of conducting their business activities and taxes on capital gains. Generally, there is no taxes
on capital gains in Malaysia except for real property gains tax (“RPGT”) which is a tax on gains arising from the disposal
of real property or shares in real property companies (“RPC”). Neither subject affects our Malaysian subsidiaries as none
of them were engaged in activities in the said areas.
The
type of transactions that Malaysian subsidiaries typically enter into with their foreign holding company (that is not attributable to
a business carried on in Malaysia by the foreign holding company) are royalties, interest or service fees. With respect to such income,
the tax liability of the foreign holding company, it being a non-resident will be settled by way of withholding tax (“WHT”)
deducted by the paying entity, i.e. the Malaysian subsidiary. The following are WHT rates that apply as per the double taxation agreement
(“DTA”) th exists between the United States of America and Malaysia: (Royalty: 10%, Interest: 15%, Dividends: 0%, Income
other than royalty and interest: 10%)
Payments
of the above types of income to non-residents (except for dividends) are subject to WHT which is due and payable to the Inland Revenue
Board (IRB) within one month after paying or crediting such payments. There is no WHT on dividends paid by Malaysian companies.
Tax
administration
Transfer
pricing
Transfer
pricing (TP) legislation
The
basis for determining proper compensation is, almost universally, the arm’s length principle which has also been accepted by the
Inland Revenue Board (“IRB”).
The
arm’s length principle was incorporated into Section 140A of the Malaysian Income Tax Act 1967. It allows the Director General
Inland Revenue (“DGIR”) to adjust any transfer prices between related parties in Malaysia which, in the view of the DGIR,
do not meet the arm’s length standard.
What
constitutes “arm’s length” is not defined in the Income Tax Act 1967. Consequently, the IRB has issued the TP Rules
2012 and the revised TP Guidelines 2012 to give guidance on the arm’s length standard that is acceptable to the IRB. The TP Rules
and Guidelines seek to provide guidance on the application of the law on controlled transactions, the acceptable methodologies as provided
in the rules and administrative requirements including the types of records and documentation expected from taxpayers involved in TP
arrangements.
Advance
pricing arrangements (APA)
Companies
are allowed to apply for APAS from the DGIR. The objective of establishing APAS is to provide an avenue for taxpayers to obtain certainty
upfront that their related party transactions meet the arm’s length standard. The IRB has issued the APA Rules 2012 and APA Guidelines
2012 to give guidance on the matter.
Statute
of limitation for TP adjustments
The
statute of limitation is seven (7) years from the expiration of an assessment year (“YA”) for raising an assessment or additional
assessment for that YA in respect of TP adjustments for a transaction entered into between associated persons not at arm’s length.
Country-by-Country
Reporting
The
Malaysian Country-by-Country Rules require a Malaysian multinational corporation (“MNC”) group with total consolidated group
revenue of RM3 billion and above in the financial year (“FY”) preceding the reporting FY (i.e. FY commencing on or after
1 January 2017) to prepare and submit the Country-by-Country Report to the IRB no later than 12 months after the close of each FY.
Malaysian
entities of foreign MNC groups will generally not be required to prepare and file Country-by-Country Reports as the obligation to file
will be with the ultimate holding company in the jurisdiction it is tax resident in, However, a notification to the IRB may be required.
United
States Federal Income Taxation
The
following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the
purchase, ownership and disposition of our common stock issued pursuant to this prospectus, but does not purport to be a complete analysis
of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state,
local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S.
Internal Revenue Service (the “IRS”), in each case in effect as of the date of this prospectus. These authorities may change
or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that
could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed
below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences
of the purchase, ownership and disposition of our common stock.
This
discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221
of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant
to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income.
In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:
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● |
U.S.
expatriates and former citizens or long-term residents of the United States; |
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persons
subject to the alternative minimum tax; |
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● |
persons
holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or
other integrated investment; |
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banks,
insurance companies, and other financial institutions; |
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brokers,
dealers or traders in securities; |
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“controlled
foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid
U.S. federal income tax; |
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partnerships
or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); |
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tax-exempt
organizations or governmental organizations; |
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persons
deemed to sell our common stock under the constructive sale provisions of the Code; |
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persons
who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and |
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tax-qualified
retirement plans. |
If
an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the
partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner
level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding
the U.S. federal income tax consequences to them.
INVESTORS
SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS
AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE
OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
Definition
of a Non-U.S. Holder
For
purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S.
person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S.
federal income tax purposes, is or is treated as any of the following:
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an
individual who is a citizen or resident of the United States; |
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a
corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; |
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an
estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
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a
trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control
of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election
in effect to be treated as a United States person for U.S. federal income tax purposes. |
Distributions
As
described in the section entitled “Dividend Policy,” we do not anticipate paying any cash dividends on our common stock in
the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute
dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined
under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return
of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero.
Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.”
Subject
to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding
tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided
the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the
lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty
rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders
should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
If
dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within
the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the
United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described
above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying
that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.
Any
such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates.
A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by
an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult
their tax advisors regarding any applicable tax treaties that may provide for different rules.
Sale
or Other Taxable Disposition
A
Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our
common stock unless:
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●
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the
gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required
by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain
is attributable); |
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the
Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the
disposition and certain other requirements are met; or |
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our
common stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding
corporation (“USRPHC”) for U.S. federal income tax purposes. |
Gain
described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated
rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified
by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
Gain
described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified
by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the
individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax
returns with respect to such losses.
With
respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination
of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S.
real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one
in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder
of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined
by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively,
5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition
or the Non-U.S. Holder’s holding period.
Non-U.S.
Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Information
Reporting and Backup Withholding
Payments
of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual
knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing
a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed
with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually
withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through
certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding
agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States
person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S.
office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject
to backup withholding or information reporting.
Copies
of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement
to the tax authorities of the country in which the Non-U.S. Holder resides or is established.
Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit
against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Additional
Withholding Tax on Payments Made to Foreign Accounts
Withholding
taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance
Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common
stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code),
unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity
either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying
information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity
otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence
and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other
things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned
foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain
payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in
jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under
the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on
our common stock, and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1,
2019.
Prospective
investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our
common stock.
UNDERWRITING
Under the terms
and subject to the conditions of an underwriting agreement dated the date of this prospectus, the Underwriter named below, for whom EF
Hutton, division of Benchmark Investments, LLC is acting as the underwriter, have severally agreed to purchase, and we have agreed
to sell to them, the number of shares of common stock at the initial public offering price, less the underwriting discount, as
set forth on the cover page of this prospectus and as indicated below:
Underwriter | |
Number
of Shares | |
EF Hutton, division of
Benchmark Investments, LLC | |
| 600,000 | |
| |
| | |
Total | |
| 600,000 | |
The
Underwriter is offering the shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement
provides that the obligations of the Underwriter to pay for and accept delivery of the shares of common stock offered by this
prospectus are subject to the approval of certain legal matters by its counsel and to other conditions. The Underwriter is obligated
to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the
Underwriter is not required to take or pay for the shares covered by the Underwriter’s option to purchase additional shares described
below.
We
have granted to the Underwriter an option, exercisable for forty-five (45) days from the closing of this offering, to purchase up to
90,000 additional shares of common stock at the initial public offering price listed on the cover page of this prospectus, less
underwriting discount. The Underwriter may exercise this option solely for the purpose of covering over-allotments, if any, made in connection
with this offering. To the extent the option is exercised, the Underwriter will become obligated, subject to certain conditions, to purchase
about the same percentage of the additional shares as the number listed next to the underwriter’s name in the preceding table bears
to the total number of shares listed next to the names of the Underwriter in the preceding table.
The
Underwriter will offer the shares to the public at the initial public offering price set forth on the cover of this prospectus and to
selected dealers at the initial public offering price less a selling concession not in excess of $ per
share. After this offering, the initial public offering price, concession and reallowance to dealers may be reduced by the Underwriter.
No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus. The
securities are offered by the Underwriter as stated herein, subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part.
Discount
and Expenses
If
we complete this offering, then on the closing date, we will pay the Underwriter a discount of 8% of the value of the shares of common
stock sold in this offering for the investors introduced by the Underwriter, and 6% of the aggregate gross proceeds of this offering
of the common stock for the investors introduced by the Company. We have also agreed to pay the Underwriter an additional non-accountable
expense allowance, equal to one percent (1%) of the gross proceed received by us from the sale of our shares of common
stock.
The
following table summarizes the compensation and estimated expenses we will pay in the offering. Such amounts are shown assuming both
no exercise and full exercise of the Underwriter’s over-allotment option.
| |
No Exercise of Over-allotment
Option | | |
Exercise
of Over-allotment Option | |
| |
Per Share | | |
Total | | |
Per Share | | |
Total | |
Maximum public offering price | |
$ | 6.50 | | |
$ | 3,900,000 | | |
$ | 6.50 | | |
$ | 4,485,000 | |
Underwriting discount (8%) | |
$ | 0.52 | | |
$ | 312,000 | | |
$ | 0.52 | | |
$ | 358,800 | |
Proceeds, before expenses, to us | |
$ | 5.98 | | |
$ | 3,588,000 | | |
$ | 5.98 | | |
$ | 4,126,200 | |
We
have also agreed to reimburse the Underwriter for all of its reasonable out-of-pocket expenses, including reasonable fees and
expenses of its legal counsel, roadshow expenses, offering materials, cost associated with closing volumes and commemorative mementos,
and book building software in an aggregate amount not to exceed $204,500 in connection with the offering.
We have paid a non-accountable
non-refundable advance of $50,000 to the Underwriter.
We
expect our total expenses for this offering to be approximately $878,834, exclusive of the above discount. If we complete this
offering, then on the closing date, we will issue shares to investors.
We
have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments the Underwriter may be required to make in respect of those liabilities.
In
connection with this offering, the Underwriter or certain of the securities dealers may distribute prospectuses electronically. No forms
of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will
be used in connection with this offering.
Underwriter
Warrant
We
have also agreed to grant to the Underwriter a warrant covering a number shares of common stock equal to 7% of the common
stock sold by the Underwriter in this public offering (the “Underwriter Warrant”). The Underwriter Warrant will be exercisable,
commencing six (6) months from the effective date of offering and will expire on fifth year anniversary of
the date of the commencement of sales in this offering. The Underwriter Warrant will be exercisable at a price equal to 110% of
the initial public offering price. The Underwriter Warrant shall
not be redeemable or cancellable. We will register the shares underlying the Underwriter Warrant and file all necessary undertakings
in connection therewith. The Underwriter Warrant may not be exercised, or be the subject of any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days
beginning on the date of commencement of sales of this offering (in accordance with FINRA Rule 5110), except
that they may be assigned, in whole or in part, to any officer or partner of the Underwriter, and to members of the syndicate or selling
group and their respective officers or partners. The Underwriter Warrants may be exercised as to all or a lesser number of shares, will
provide for cashless exercise and will contain provisions for one demand registration and unlimited “piggyback” registration
rights at our expense with a duration of more than five years and seven years, respectively, from the commencement
of sales of the offering. We have registered the Underwriter Warrant and the shares underlying the Underwriter Warrant in
this offering.
Right
of First Refusal
Following
the closing of this offering, the Underwriter shall have an irrevocable right of first refusal (the “Right of First Refusal”),
for a period of twelve (12) months after the closing of the offering (the “RoFR Period”), to act as sole investment banker,
sole book-runner, and/or sole placement agent, at the Underwriter’s sole discretion, for each and every future public and private
equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12)
month period, of the Company, or any successor to or any current or future subsidiary of the Company, on terms and conditions customary
to the Underwriter for such Subject Transactions. The Underwriter shall have the sole right to determine whether or not any other broker
dealer shall have the right to participate in a Subject Transaction and the economic terms of such participation. For the avoidance of
any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter
and/or placement agent in a Subject Transaction without the express written consent of the Underwriter.
Lock-Up
Agreements
All
of our stockholders, executive officers and directors have agreed not to register, offer, sell, contract to sell or grant (except
for private transfers and in such case only with the express requirement that such shares continue to be subject to the same lock-up)
any of our shares of common stock or any securities convertible into or exercisable or exchangeable for our shares of common stock or
any warrants to purchase our shares of common stock (including, without limitation, securities of our company which may be deemed to
be beneficially owned by such individuals in accordance with the rules and regulations of the Securities and Exchange Commission and
securities which may be issued upon the exercise of a stock option or warrant) for a period of 180 days after the closing date of this
offering. Upon the expiration of these lock-up agreements, additional shares of common stock will be available for sale in the public
market.
Market
and Pricing Considerations
Prior
to this offering, our common stock was quoted on the OTC Markets – Pink Sheets, and there was a limited public market for our common
stock. The public offering price was determined based upon the price at which our common stock was quoted on the OTC Markets –
Pink Sheets, as well as by negotiations between us and the Underwriter. Among the factors considered in determining the initial public
offering price are the future prospects of our company and our industry in general, our sales, earnings and certain other financial and
operating information in recent periods, and the price-earnings ratios, market prices of securities and certain financial and operating
information of companies engaged in activities similar to those of our company.
An
active trading market for our common stock may not develop. It is possible that after this offering the shares of common stock will not
trade in the public market at or above the initial offering price.
Discretionary
Shares
The
Underwriter will not sell any shares in this offering to accounts over which it exercises discretionary authority, without first receiving
written consent from those accounts.
Application for Listing on the NASDAQ
Capital Market
We have applied to
list our common stock on the Nasdaq Capital Market.
Price
Stabilization, Short Positions and Penalty Bids
In
order to facilitate the offering of our common stock, the Underwriter may engage in transactions that stabilize, maintain or otherwise
affect the price of our common stock. These activities may raise or maintain the market price of our common stock above independent market
levels or prevent or retard a decline in the market price of our common stock. The Underwriter is not required to engage in these activities,
and may end any of these activities at any time. We and the Underwriter have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act.
Foreign
Regulatory Restrictions on Purchase of our Shares
We
have not taken any action to permit a public offering of our shares outside the United States or to permit the possession or distribution
of this prospectus outside the United States. People outside the United States who come into possession of this prospectus must inform
themselves about and observe any restrictions relating to this offering of our shares and the distribution of this prospectus outside
the United States.
Notice
to Prospective Investors in the European Economic Area
In
relation to each member state of the European Economic Area, no offer of shares which are the subject of the offering has been, or will
be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:
|
(a)
|
to
any legal entity which is a qualified investor as defined in the Prospectus Directive; |
|
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|
|
(b)
|
to
fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), subject to obtaining the prior consent of the Underwriter for any
such offer; or |
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|
|
|
(c)
|
in
any other circumstances falling within Article 3(2) of the Prospectus Directive, |
provided
that no such offer of shares referred to in (a) to (c) above shall result in a requirement for the Company or any underwriter to publish
a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
Each
person located in a Member State to whom any offer of shares is made or who receives any communication in respect of an offer of shares,
or who initially acquires any shares will be deemed to have represented, warranted, acknowledged and agreed to and with the Underwriter
and the Company that (1) it is a “qualified investor” within the meaning of the law in that Member State implementing Article
2(1)(e) of the Prospectus Directive; and (2) in the case of any shares acquired by it as a financial intermediary as that term is used
in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offer have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined
in the Prospectus Directive, or in circumstances in which the prior consent of the Underwriter has been given to the offer or resale;
or where shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those
shares to it is not treated under the Prospectus Directive as having been made to such persons.
The
Company, the Underwriter and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments
and agreements.
This
prospectus has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under the
Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to
make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in
circumstances in which no obligation arises for the Company or the Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive in relation to such offer. Neither the Company nor the Underwriter have authorized, nor do they authorize, the making of any
offer of shares in circumstances in which an obligation arises for the Company or the Underwriter to publish a prospectus for such offer.
For
the purposes of this provision, the expression an “offer of shares to the public” in relation to any common stock in any
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common
stock to be offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive”
means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.
The
above selling restriction is in addition to any other selling restrictions set out below.
Notice
to Prospective Investors in Hong Kong
The
securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;
or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning
of that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be
in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of
which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Notice
to Prospective Investors in Singapore
This
prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of Non-CIS Securities may not
be circulated or distributed, nor may the Non-CIS Securities be offered or sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of
the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1),
or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the Non-CIS Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
|
(a)
|
a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
|
|
|
|
(b)
|
a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor, |
securities
(as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in
that trust shall not be transferred within six months after that corporation or that trust has acquired the Non-CIS Securities pursuant
to an offer made under Section 275 of the SFA except:
|
(a)
|
to
an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
|
|
|
|
(b)
|
where
no consideration is or will be given for the transfer; |
|
|
|
|
(c)
|
where
the transfer is by operation of law; |
|
|
|
|
(d)
|
as
specified in Section 276(7) of the SFA; or |
|
|
|
|
(e)
|
as
specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
LEGAL
MATTERS
Certain legal matters
with respect to the validity of the shares of common stock offered hereby and U.S. federal securities law will be passed upon for us
by Loeb & Loeb LLP, New York, New York. Legal matters as to Malaysia law will be passed upon for us by Lee & Poh Partnership.
Loeb & Loeb, LLP may rely upon Lee & Poh Partnership. with respect to matters governed by Malaysian law. Hunter Taubman
Fischer & Li LLC is acting as U.S. securities counsel for the Underwriter. Lee & Poh Partnership is acting as Malaysia
counsel for the Underwriter.
EXPERTS
The
consolidated financial statements for the years ended December 31, 2022 and 2021, included in this Registration Statement have been
so included in reliance on the report of Marcum Asia CPAs LLP and Friedman LLP, independent registered public accounting firms, given
on the authority of said firm in auditing and accounting. The office of Marcum Asia CPAs LLP is located at 7 Pennsylvania Plaza Suite
830, New York, NY 10001. The office of Friedman LLP is located at One Liberty Plaza, 165 Broadway 21st Floor, New York,
NY 10006.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this
prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings
set forth in the registration statement. For further information pertaining to us and our common stock, reference is made to the registration
statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or
provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document
has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters
involved.
Registration
statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at http://www.sec.gov.
The registration statement, including all exhibits and amendments thereto, has been filed electronically with the SEC.
We
are subject to the information and periodic reporting requirements of the Exchange Act and, accordingly, we file annual reports containing
financial statements audited by an independent registered public accounting firm, quarterly reports containing unaudited financial data,
current reports and other reports and information with the SEC. You may inspect and copy each of our periodic reports, proxy statements
and other information at the SEC’s public reference room, and at the web site of the SEC referred to above.
AGAPE
ATP CORPORATION
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Agape ATP Corporation
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheet of Agape ATP Corporation (the “Company”) as of December 31, 2022,
the related consolidated statement of operation, comprehensive loss, stockholders’ equity and cash flows for the year then ended,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations
and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
Marcum Asia CPAs LLP
Marcum
Asia CPAs LLP
We
have served as the Company’s auditor since 2019 (such date takes into account the acquisition of certain assets of Friedman LLP
by Marcum Asia CPAs LLP effective September 1, 2022)
New
York, New York
March 31, 2023
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Agape ATP Corporation
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheet of Agape ATP Corporation (the “Company”) as of December 31, 2021,
and the related consolidated statement of operations and comprehensive loss, changes in stockholders’ equity and cash flow for
the year ended December 31, 2021, and the related notes (collectively referred to as the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2021, and the result of its operations and its cash flow for the year ended December 31, 2021, in conformity with accounting principles
generally accepted in the United States of America.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provide a reasonable basis for our opinion.
/s/
Friedman LLP
We
have served as the Company’s auditor since 2019 through 2022
New
York, New York
March
28, 2022
AGAPE
ATP CORPORATION
CONSOLIDATED
BALANCE SHEETS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
accompanying notes are an integral part of these consolidated financial statements.
AGAPE
ATP CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
accompanying notes are an integral part of these consolidated financial statements.
AGAPE
ATP CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
accompanying notes are an integral part of these consolidated financial statements.
AGAPE
ATP CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Currency
expressed in United States Dollars (“US$”)
The
accompanying notes are an integral part of these consolidated financial statements.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
1.
ORGANIZATION AND BUSINESS BACKGROUND
Agape
ATP Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2016.
Agape
ATP Corporation operates through its subsidiaries, namely, Agape ATP Corporation (“AATP LB”), a company incorporated in Labuan,
Malaysia, and Agape Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia.
Agape
ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International
Holding Limited (“AATP HK”), a company incorporated in Hong Kong.
On
May 8, 2020, the Company entered into a Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company to acquire
9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in Agape Superior Living Sdn. Bhd.,
a network marketing entity incorporated in Malaysia.
Agape
Superior Living Sdn. Bhd. is a limited company incorporated on August 8, 2003, under the laws of Malaysia.
On
September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn, Bhd. (“WATP”), a wholly owned subsidiary
under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services
that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle.
On
November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”)
with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing
complementary health therapies.
The
Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to
supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation,
anti-aging and products designed to improve the overall health system of the human body and various wellness programs.
The
accompanying consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, WATP, ASL and its variable interest
entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3), and DSY Wellness.
Details
of the Company’s subsidiaries:
SCHEDULE OF SUBSIDIARIES AND ASSOCIATES
|
Subsidiary company name | |
Place and date of incorporation | |
Particulars of issued capital | |
Principal activities | |
Proportional of ownership interest and voting power held | |
|
| |
| |
| |
| |
| |
1. |
Agape ATP Corporation | |
Labuan, March 6, 2017 | |
100 shares of ordinary share of US$1 each | |
Investment holding | |
| 100 | % |
|
| |
| |
| |
| |
| | |
2. |
Agape ATP International Holding Limited | |
Hong Kong, June 1, 2017 | |
1,000,000 shares of ordinary share of HK$1 each | |
Wholesaling of health and wellness products; and health solution advisory services | |
| 100 | % |
|
| |
| |
| |
| |
| | |
3. |
Agape Superior Living Sdn. Bhd. | |
Malaysia, August 8, 2003 | |
9,590,598 shares of ordinary share of RM1 each | |
Health and wellness products and health solution advisory services via network marketing | |
| 99.99 | % |
|
| |
| |
| |
| |
| | |
4. |
Agape S.E.A. Sdn. Bhd. | |
Malaysia, March 4, 2004 | |
2 shares of ordinary share of RM1 each | |
VIE of Agape Superior Living Sdn. Bhd. | |
| VIE | |
|
| |
| |
| |
| |
| | |
5. |
Wellness ATP International Holdings Sdn, Bhd | |
Malaysia, September 11, 2020 | |
100 shares of ordinary share of RM1 each | |
The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns | |
| 100 | % |
|
| |
| |
| |
| |
| | |
6. |
DSY Wellness International Sdn Bhd. | |
Malaysia, November 11, 2021 | |
1,000 shares of ordinary share of RM1 each | |
Provision of complementary health therapies | |
| 60 | % |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
1.
ORGANIZATION AND BUSINESS BACKGROUND (CONT’D)
Business
Overview
Agape
ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company
primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”,
which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy
lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of
modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.
In
order to strengthen the Company’s supply chain, on May 8, 2020, the Company successfully acquired approximately 99.99%
of ASL, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15
years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition
creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The newly acquired
subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially
rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.
Via
ASL, the Company offers three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE
and BEAUNIQUE.
The
ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused
by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity
through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and
distributors.
The
ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series
is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.
The
BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic
variations and deliver a nutrigenomic solution for every individual.
The
Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution
advisory services; and therefore, incorporated WATP. Upon its establishment, WATP started collaborating with ASL to carry out various
wellness programs.
To
further its reach in the Health and Wellness Industry, on November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity,
DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan)
owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission
(“SEC”).
The
consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIE over which the Company
exercises control and, where applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary.
All transactions and balances among the Company, its subsidiaries and its VIE have been eliminated upon consolidation.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Principles
of consolidation
Subsidiaries
are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to
govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a
majority of votes at the meeting of directors.
A
VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without
additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such
as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of
the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary
and must consolidate the VIE. As of and for the year ended December 31, 2022, SEA, the only VIE of the Company has no significant operations.
Use
of estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant
accounting estimates reflected in the Company’s consolidated financial statements include allowance for inventories
obsolescence, impairment of long-lived assets, allowance for deferred tax assets. Actual results could differ from
these estimates.
Cash
and cash equivalents
Cash
and cash equivalents represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments
with an original maturity of three months or less.
Accounts
receivable
Accounts
receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due
on credit term. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis,
using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial
condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary.
Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update
it if necessary. As of December 31, 2022 and 2021, no allowance of doubtful accounts was recorded.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Inventories
Inventories
consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Management
reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life
of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net
realizable value.
For
the years ended December 31, 2022 and 2021, the Company recognized $5,307 and $36,241 inventory write-down; and $142,466 and $0 inventory
write-off, respectively.
Prepaid
taxes
Prepaid
taxes include prepaid income taxes that will either be refunded or utilized to offset future income tax.
Prepayments
and deposits
Prepayments
and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases or service providers for future
services. This amount is refundable and bears no interest. For any prepayments and deposits determined by management that such
advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve
such balances. Management reviews its prepayments and deposits on a regular basis to determine if the allowance is adequate, and
adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after
management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate
the reasonableness of the allowance policy and update it if necessary. For the years ended December 31, 2022 and 2021, the Company
wrote-off allowance for doubtful accounts of $120,372
and $0,
respectively. As of December 31, 2022 and 2021, there was $0
and $121,514
allowance for the doubtful accounts recorded.
Property
and equipment, net
Property
and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets with no residual value. The estimated useful lives are as follows:
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT
|
|
Useful
Life |
|
|
|
Computer
and office equipment |
|
5-7
years |
Furniture
& fixtures |
|
6-7
years |
Leasehold
improvements |
|
Lease
Term |
Vehicle |
|
5
years |
The
cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is
included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings
as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The
Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates
of useful lives.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Intangible
assets, net
Intangible
assets, net, are stated at cost, less accumulated amortization. Amortization expense is recognized on the straight-line basis over the
estimated useful lives of the assets as follows:
SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS, NET
Classification |
|
Useful
Life |
|
|
|
Computer
software |
|
5
years |
Impairment
for long-lived assets
Long-lived
assets, including property and equipment, and intangible assets with finite lives are reviewed for impairment whenever events or changes
in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that
the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted
future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows
expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying
value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value
based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2022 and
2021, no impairment of long-lived assets was recognized.
Deferred
offering costs
Deferred
offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the
Company’s current offering.
Investment
in marketable equity securities
The
Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities. Investments in marketable equity securities (non-current) are reported at fair value
with changes in fair value recognized in the Company’s consolidated statements of operations and comprehensive income (loss) in
the caption of “unrealized holding gain loss on marketable securities” in each reporting period.
Investment
in non-marketable equity securities
The
Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities. Due to the Company’s non-marketable equity securities (non-current) does not
qualify for the practical expedient to estimate fair value in accordance with ASC 820-10-35-59, the Company has selected to record its
investments in non-marketable equity securities (non-current) at cost minus impairment, if any, plus or minus changes resulting from
observable price changes in orderly transactions for the identical or a similar investment of the same issue.
At
each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment
is impaired. The qualitative assessment indicators include, but are not limited to: (1) A significant deterioration in the earnings performance,
credit rating, asset quality, or business prospects of the investee; (ii) A significant adverse change in the regulatory, economic, or
technological environment of the investee; (iii) A significant adverse change in the general market condition of either the geographical
area or the industry in which the investee operates; (iv) A bona fide offer to purchase, an offer by the investee to sell, or a completed
auction process for the same or similar investment for an amount less than the carrying amount of that investment; and (v) Factors that
raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations,
working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. If the qualitative assessment indicators
indicated that the non-marketable equity securities (non-current) is deemed to be impaired, the Company would recognize the impairment
loss equal to the difference between the fair value of the investment and its carrying amount.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Customer
deposits
Customer
deposits represent amounts advanced by customers on product orders and unapplied unexpired coupons. Customer deposits are reduced
when the related sale is recognized in accordance with the Company’s revenue recognition policy.
Revenue
recognition
The
Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core
principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods
and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a
point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams
are recognized at a point in time for the Company’s sale of health and wellness products.
The
ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company
(i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction
price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate
the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies
the performance obligation.
The
Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment
terms, are identified, the contract has commercial substance and consideration is probable of substantially collection.
Sales
of Health and Wellness products
-
Performance obligations satisfied at a point in time
The
Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness
products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated
discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were
insignificant sales returns.
Under the Company’s network marketing business, the Company issues
product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending
on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction
price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the
Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer
deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months.
If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of
the originated sales value of the coupons as net revenues. For the years ended December 31, 2022 and 2021, the Company
recognized $7,543 and $15,209 as forfeited coupon income, respectively.
As
of December 31, 2022, the Company had contracts for the sales of health and wellness products amounting to $17,912 which it is expected
to fulfill within 12 months from December 31, 2022.
Sales of products for the provision of complementary
health therapies
Products for the provision of complementary health
therapies are predominantly Chinese herbs in different forms, processed or otherwise, for prescriptions for treating non-communicable
diseases.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Provision
of Health and Wellness services
-
Performance obligations satisfied at a point in time
The
Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp
program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver
the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that
the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend
the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test
reports are completed and delivered to its customers during the consultation section in person.
The
Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health
camp program is completed in the final day of the health camp. For the years ended December 31, 2022 and 2021, revenues from
providing health and wellness services are $145,510
and $7,543,
respectively.
Disaggregated
information of revenues by products and services are as follows:
SCHEDULE OF DIS-AGGREGATED INFORMATION OF REVENUES
| |
2022 | | |
2021 | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Survivor Select | |
$ | 122,470 | | |
$ | 83,904 | |
Energized Mineral Concentrate | |
| - | | |
| 52,047 | |
Ionized Cal-Mag | |
| 148,219 | | |
| 39,527 | |
Omega Blend | |
| 272,332 | | |
| 222,718 | |
BetaMaxx | |
| 137,447 | | |
| 208,043 | |
Vege Fruit Fiber | |
| - | | |
| 65,757 | |
Iron | |
| 16,697 | | |
| 28,114 | |
Young Formula | |
| 31,403 | | |
| 52,425 | |
Organic Youth Care Cleansing Bar | |
| - | | |
| 5,137 | |
ATPR Mito+ | |
| 271,493 | | |
| 183,800 | |
Lipomask | |
| - | | |
| 15,331 | |
Energetique | |
| 49,089 | | |
| 25,574 | |
Trim+ | |
| 88,613 | | |
| 27,042 | |
Others – Products for the provision of complementary health therapies | |
| 569,823 | | |
| - | |
Others | |
| 3,468 | | |
| - | |
Total revenues – products | |
| 1,711,054 | | |
| 1,009,419 | |
Health and Wellness services | |
| 145,510 | | |
| 7,543 | |
Total revenues – products and services | |
$ | 1,856,564 | | |
$ | 1,016,962 | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Cost
of revenue
Cost
of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers and
products for the provision of complementary health therapies. Cost of revenue amounted to $666,042
(including inventory write-downs of $5,307 and inventory written-off of $142,466) and $297,333 (including inventory write-downs of $36,241)
for the years ended December 31, 2022 and 2021, respectively.
Shipping
and handling
Shipping
and handling charges amounted to $16,585 and $11,054 for the years ended December 31, 2022 and 2021, respectively. Shipping and handling
charges are expensed as incurred and included in selling expenses.
Advertising
costs
Advertising
costs amounted to $4,688 and $20,218 for the years ended December 31, 2022 and 2021, respectively. Advertising costs are expensed as
incurred and included in selling expenses.
Commission
expenses
Commission
expenses are the Company’s most significant expenses. As with all companies in the network marketing industry, the Company’s
sales channel is external to the Company. The Company’s “external sales force” is stratified into two levels based
on priority recruitment. First, there are sales distributors. Second, all members recruited by a sales distributor, directly or indirectly,
are referred to as “sales network members”. The Company pays commission to every sales distributor based on purchases made
by its sales network members which includes the independent direct sales members. Top performing distributors with their own physical
stores may also become stockists of the Company, whereby they enjoy benefits such as maintaining a certain amount of the Company’s
inventory on their store premises. The stockists shall account to the Company for all products sales from their store premises as monitored
through the Company’s centralized stock tracking system. The Company pays a separate commission to stockists based on revenue generated
from the stockists’ physical stores. Commission expenses amounted to $405,351 and $316,267 for the years ended December 31, 2022
and 2021, respectively.
Defined
contribution plan
The
full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue
and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in
accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.
Total expenses for the plans were $133,489 and $99,488 for the years ended December 31, 2022 and 2021, respectively.
The
related contribution plans include:
|
- |
Social
Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 5,000; |
|
- |
Employees
Provident Fund (“EPF”) –based on employee’s monthly salary, 13% for employee earning RM5,000 and below; and
12% for employee earning RM5,001 and above. |
|
- |
Employment
Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 5,000; |
|
- |
Human
Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Income
taxes
The
Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for
the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred
taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the
carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation
of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets
are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences
can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the
liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged
directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An
uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test,
no tax benefit is recorded. $0 and $395 penalties and interest incurred related to underpayment of income tax for the years ended December
31, 2022 and 2021, respectively.
The
Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their jurisdictions. As a
result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
Comprehensive
income (loss)
Comprehensive
income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Net income (loss) refers to revenue,
expenses, gains and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net income.
Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S.
dollar as its functional currencies.
Non-controlling
interest
Non-controlling
interest consists of 40% of the equity interests of DSY Wellness held by an individual and approximately 0.01% (2 ordinary shares out
of 9,590,598 shares) of the equity interests of ASL held by two individuals. The non-controlling interests are presented in the consolidated
balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the results of the
Company are presented on the face of the consolidated statements of operations as an allocation of the total income or loss for the periods
between non-controlling interest holders and the shareholders of the Company.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Earnings
(loss) per share
The
Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260
requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share
outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible
securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.
Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are
excluded from the calculation of diluted EPS. For the
years ended December 31, 2022 and 2021, there were no dilutive shares.
Foreign
currencies translation and transaction
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the consolidated statements of operations and comprehensive income (loss).
The
reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed
in US$. The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) albeit its
functional currency being the primary currency of the economic environment in which the entity operates, which is the Malaysian Ringgit
(“MYR” or “RM”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars
(“HK$”), similar to its functional currency. The Company’s subsidiary and VIE in Malaysia conducts its businesses and
maintains its books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency.
In
general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into
US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance
sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation
of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the
statements of stockholders’ equity. Cash flows are also translated at average translation rates for the periods, therefore, amounts
reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance
sheets.
Translation
of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES
| |
2022 | | |
2021 | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Period-end MYR : US$1 exchange rate | |
| 4.41 | | |
| 4.18 | |
Period-end HKD : US$1 exchange rate | |
| 7.80 | | |
| 7.80 | |
Foreign currency exchange
rate, translation | |
| 7.80 | | |
| 7.80 | |
| |
2022 | | |
2021 | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Period-average MYR : US$1 exchange rate | |
| 4.41 | | |
| 4.14 | |
Period-average HKD : US$1 exchange rate | |
| 7.83 | | |
| 7.77 | |
Foreign currency exchange
rate period average | |
| 7.83 | | |
| 7.77 | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
Fair
value of financial instruments
The
accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and
requires disclosure of the fair value of financial instruments held by the Company.
The
accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance
disclosure requirements for fair value measures. The three levels are defined as follow:
|
● |
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
● |
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
|
● |
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial
instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost,
which approximate fair value because of the short period of time between the origination of such instruments and their expected realization
and their current market rates of interest.
Leases
The
Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company
to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing
leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted
to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopts the practical expedient
that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Some of the Company’s leases
include one or more options to renew, which is typically at the Company’s sole discretion. The Company regularly evaluates the
renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications
result in re-measurement of the right of use (“ROU”) assets and lease liabilities. Operating ROU assets and lease liabilities
are recognized at the commencement date, based on the present value of lease payments over the lease term. Since the implicit rate for
the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available
at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that
the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment
and over a similar term.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Lease
terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,
as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
Lease expense is recognized on a straight-line basis over the lease term.
The
Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews
the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset
from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future
pre-tax cash flows.
Recent
accounting pronouncements
The
Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates
(“ASUs”). Management periodically reviews new accounting standards that are issued.
In
November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit
organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date
for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim
reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company is currently evaluating
the impact ASUs 2016-13 and 2019-05 may have on its consolidated financial statements.
Except
for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated
financial position, statements of operations and cash flows.
3.
VARIABLE INTEREST ENTITY (“VIE”)
SEA
is a trading company incorporated on March 4, 2004, under the laws of Malaysia. SEA provided majority of ASL’s purchases. Its equity
at risk was insufficient to finance its activities and 100% of its business is transacted with ASL. Therefore, it was considered to be
a VIE and ASL is the primary beneficiary since it has both of the following characteristics:
|
a. |
The
power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and |
|
b. |
The
obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the
VIE that could potentially be significant to the VIE. |
Accordingly,
the accounts of SEA is consolidated in the accompanying financial statements.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
3.
VARIABLE INTEREST ENTITY (“VIE”) (CONT’D)
The
carrying amount of the VIE’s assets and liabilities were as follows:
SCHEDULE OF VARIABLE INTEREST ENTITY
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Current assets | |
$ | 3,350 | | |
$ | 18,850 | |
Current liabilities | |
| (43,512 | ) | |
| (51,272 | ) |
Net deficit | |
$ | (40,162 | ) | |
$ | (32,422 | ) |
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Current assets: | |
| | | |
| | |
Cash | |
$ | 1,609 | | |
$ | 17,493 | |
Prepaid taxes | |
| 1,741 | | |
| 1,357 | |
Total current assets | |
$ | 3,350 | | |
$ | 18,850 | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable – intercompany | |
$ | 42,422 | | |
$ | 49,724 | |
Other payables and accrued liabilities | |
| 1,090 | | |
| 1,548 | |
Total current liabilities | |
$ | 43,512 | | |
$ | 51,272 | |
| |
| | | |
| | |
Net deficit | |
$ | (40,162 | ) | |
$ | (32,422 | ) |
The
summarized operating results of the VIE’s are as follows:
| |
| | | |
| | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Operating revenues | |
$ | - | | |
$ | - | |
Gross profit | |
$ | - | | |
$ | - | |
Loss from operations | |
$ | (9,432 | ) | |
$ | (21,966 | ) |
Net loss | |
$ | (9,432 | ) | |
$ | (27,966 | ) |
4.
CASH AND CASH EQUIVALENTS
As
of December 31, 2022 and 2021 the Company had $1,438,430 and $2,597,848, respectively, of cash and cash equivalents, which consisted of
$513,152 and $554,864, respectively, of cash in banks and $914,811
and $1,975,347, respectively, of time deposits placed
with banks or other financial institutions and are all highly liquid investments with an original maturity of three months or less. The
effective interest rate for the time deposits ranges between 1.10% to 1.88% per annum. As of December 31, 2022 and 2021, $231,187 and
$295,761 of these balances are not covered by deposit insurance, respectively.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
5.
ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLES - RELATED PARTY
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Accounts receivable | |
$ | 2,826 | | |
$ | - | |
Allowance for doubtful accounts | |
| - | | |
| - | |
Total | |
$ | 2,826 | | |
$ | - | |
6.
INVENTORIES
Inventories
consist of the following:
SCHEDULE OF INVENTORIES
| |
| 2022 | | |
| 2021 | |
| |
As of December 31, | |
| |
| 2022 | | |
| 2021 | |
Finished goods | |
$ | 46,277 | | |
$ | 375,535 | |
For
the years ended December 31, 2022 and 2021, the Company recognized $5,307 and $36,241 inventory write-down; and $142,466 and $0 inventory
write-off, respectively.
7.
PREPAYMENTS AND DEPOSITS
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Receivables from sales distributors | |
$ | 43,596 | | |
$ | 115,379 | |
Deposits to suppliers | |
| 147,504 | | |
| 301,233 | |
Subtotal | |
| 191,100 | | |
| 416,612 | |
Less: Provision for doubtful accounts | |
| - | | |
| (121,095 | ) |
Total | |
$ | 191,100 | | |
$ | 295,517 | |
Movements
of allowance for doubtful accounts are as follows:
SCHEDULE OF CHANGES IN ALLOWANCE FOR DOUBTFUL ACCOUNTS
| |
| | | |
| | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
Beginning balance | |
$ | 121,095 | | |
$ | - | |
Addition | |
| - | | |
| 121,514 | |
Write off | |
| (120,372 | ) | |
| - | |
Exchange rate effect | |
| (723 | ) | |
| (419 | ) |
Ending balance | |
$ | - | | |
$ | 121,095 | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
8.
PROPERTY AND EQUIPMENT, NET
Property
and equipment, net consist of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Computer and office equipment | |
$ | 87,428 | | |
$ | 82,298 | |
Furniture & fixtures | |
| 115,789 | | |
| 122,185 | |
Leasehold improvements | |
| 191,965 | | |
| 202,570 | |
Vehicle | |
| 93,535 | | |
| 98,702 | |
Subtotal | |
| 488,717 | | |
| 505,755 | |
Less: accumulated depreciation | |
| (346,568 | ) | |
| (289,956 | ) |
Total | |
$ | 142,149 | | |
$ | 215,799 | |
Depreciation
expense for the years ended December 31, 2022 and 2021 amounted to $71,754 and $75,797, respectively.
9.
INTANGIBLE ASSETS, NET
Intangible
assets, net, consist of the following:
SCHEDULE OF INTANGIBLE ASSETS, NET
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Computer software | |
$ | 55,348 | | |
$ | 34,453 | |
Less: accumulated amortization | |
| (31,304 | ) | |
| (30,793 | ) |
Total | |
$ | 24,044 | | |
$ | 3,660 | |
Amortization
expense for the years ended December 31, 2022 and 2021 amounted to $2,122 and $1,961, respectively.
10.
INVESTMENT IN MARKETABLE SECURITIES
|
(i) |
On
May 17, 2018, the Company purchased 83,333 shares of common stock in Greenpro Capital Corp. for $500,000 at a purchase price of $6
per share. |
|
|
|
|
(ii) |
On
July 30, 2018, the Company disposed 20 shares of common stock in Greenpro Capital Corp. for $125 at a purchase price of $6.2613 per
share. |
|
|
|
|
(iii) |
On
October 16, 2018, the Company purchased 33,333 shares of common stock in Greenpro Capital Corp. for $1,000 at a purchase price of
$0.03 per share. |
|
|
|
|
(iv) |
On
July 19, 2022, Greenpro Capital Corp. filed a certificate of change with the Secretary of State of Nevada to effect a reverse split
of the
company’s common stock at the ratio of 10-for-1 effective July 28, 2022. Under the reverse stock split, each 10 pre-split
share of common stock outstanding will automatically combine into 1 new share of common stock of the company. As at July 28, 2022,
the Company has an investment of 116,646
common stock of Greenpro Capital Corp. The Company’s investment of 116,646
common stock of Greenpro Capital Corp. was reduced to 11,665
subsequent to the reverse stock split. |
|
|
|
|
(v) |
On
November 3, 2020, the Company received dividend of 6,667 shares of common stock in DSwiss, Inc. for $76,671 at fair value of $11.50
per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.’s shares |
|
|
|
|
(vi) |
On
December 9, 2020, the Company received dividend of 16,663 shares of common stock in DSwiss, Inc. for $83,315 at fair value of $5
per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.’s shares. |
|
|
|
|
(vii) |
On
September 27, 2021, the Company received dividend of 11,665 shares of common stock in SEATech Ventures Corp. for $18,874 at fair
value of $1.62 per share from Greenpro Capital Corp as a dividend income since Greenpro Capital Corp previously owned these shares. |
|
|
|
|
(viii) |
On
April 3, 2019, the Company purchased a 5%
of stock or 15,000,000
shares of common stock in Phoenix Plus Corp. (a non-marketable security) for $1,500
at purchase price of $0.0001
per share. Phoenix Plus Corp. obtained approval for Depository Trust Company eligibility on April 26, 2022. Since the commencement of trading of common stock of Phoenix Plus Corp. on May 18, 2022, to March 9, 2023,
there were only 200 shares of common stock of the company traded. The Company deems there is an absence of a readily determinable
fair value of the common stock of Phoenix Plus Corp. and has continued to value its investment in the company Phoenix Plus
Corp. at cost. |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
10.
INVESTMENT IN MARKETABLE SECURITIES (CONT’D)
SCHEDULE OF INVESTMENT IN MARKETABLE SECURITIES
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Cost of investment | |
$ | 89,001 | | |
$ | 577,035 | |
Transfer from non-marketable security | |
| 1,500 | | |
| - | |
Dividend income from Greenpro Capital Corp. | |
| - | | |
| 18,939 | |
Unrealized holding loss | |
| (73,519 | ) | |
| (505,231 | ) |
Exchange rate effect | |
| (295 | ) | |
| (1,742 | ) |
Investment in marketable securities | |
$ | 16,687 | | |
$ | 89,001 | |
11.
INVESTMENT IN NON-MARKETABLE SECURITIES
On
April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. for $1,500 at purchase
price of $0.0001 per share. Phoenix Plus Corp. attained its effective date with the Securities Exchange Commission for listing on OTC (Pink Sheet),
U.S. on March 12, 2021, and obtained approval for Depository trust Company (“DTC”)
eligibility on April 26, 2022. Accordingly, stocks of Phoenix Plus Corp. can be traded on OTC. As such the investment in Phoenix Plus Corp. was transferred to marketable securities.
SCHEDULE OF INVESTMENT IN NON MARKETABLE SECURITIES
Phoenix Plus Corporation | |
2022 | | |
2021 | |
| |
As of December 31, | |
Phoenix Plus Corporation | |
2022 | | |
2021 | |
Cost of investment | |
$ | 1,500 | | |
$ | 1,500 | |
Less: Transfer to investment in marketable securities | |
| (1,500 | ) | |
| - | |
Investment in non-marketable securities | |
| - | | |
| 1,500 | |
12. CUSTOMER DEPOSITS
SCHEDULE
OF CUSTOMER DEPOSITS
| |
2022 | | |
2021 | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Customer deposits | |
$ | 289,487 | | |
$ | 273,581 | |
Unexpired product coupons | |
| 73,531 | | |
| 6,108 | |
Total | |
$ | 363,018 | | |
$ | 279,689 | |
Customer deposits represent amounts advanced by customers
on product orders and unexpired product coupons issued to the Company’s members and distributors of its network marketing business.
13.
OTHER PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Professional fees | |
$ | 324,629 | | |
$ | 436,541 | |
Promotion expenses | |
| 38,583 | | |
| 36,024 | |
Payroll | |
| 21,164 | | |
| 22,669 | |
Amounts held in eWallets | |
| 216,049 | | |
| 223,781 | |
Tax penalty | |
| 75,000 | | |
| 75,000 | |
Others | |
| 37,852 | | |
| 64,340 | |
| |
| | | |
| | |
Total | |
$ | 713,277 | | |
$ | 858,355 | |
The
Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with
the Company. The eWallet is primarily for the crediting of any commission payment that falls below RM100 (or $22.70). Commission payment
exceeding the RM100 threshold shall only be credited into the member’s or distributor’s eWallet upon request. The eWallet
functionality allows the members to place new product orders utilizing eWallet available balance and/or request commission payout via
multiple payment methods provided that each of the withdrawal amount exceeds RM100. Amounts held in eWallets are reflected on the balance
sheet as a current liability.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
14.
RELATED PARTY BALANCES AND TRANSACTIONS
Related
party balances
Amount
due from related parties
SCHEDULE OF RELATED PARTIES
Name of Related | |
| |
| |
As of December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
TH3 Technology Sdn Bhd (“TH3”) | |
Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 | |
Prepayment of IT expenses | |
$ | 1,273 | | |
$ | - | |
DSY Beauty Sdn Bhd (“DSY Beauty”) | |
The directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd | |
Deposits for products
purchases | |
| 9,261 | | |
| - | |
Agape ATP (Asia) Limited (“AATP Asia”) | |
Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia | |
Expenses paid for AATP Asia | |
| - | | |
| 2,214 | |
Hostastay Sdn. Bhd. “Hostastay” | |
Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay. Mr. How Kok Choong ceased to be the director of Hostastay as of April 21, 2021 | |
Sublease rent due from Hostastay | |
| - | | |
| 4,790 | |
Total | |
| |
| |
$ | 10,534 | | |
$ | 7,004 | |
Accounts
payable – related parties
Name of Related | |
| |
| |
As of December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | |
The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd | |
Purchases of products for the provision of complementary health therapies | |
$ | 25,387 | | |
$ | - | |
DSY Beauty Sdn Bhd (“DSY Beauty”) | |
The directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd | |
Purchases of beauty products | |
| 224 | | |
| - | |
Total | |
| |
| |
$ | 25,611 | | |
$ | - | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
14.
RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)
Related
party balances
Other payable - related parties
Name of Related | |
| |
| |
As of December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | |
The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd | |
Purchase of products for general use | |
$ | 2,149 | | |
$ | - | |
DSY Beauty Sdn Bhd (“DSY Beauty”) | |
The directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd | |
Purchase of products for general use | |
| 2,147 | | |
| - | |
Mr. How Kok Choong | |
Mr. How Kok Choong, the CEO and director of the Company | |
Commission expense | |
| 584 | | |
| - | |
Total | |
| |
| |
$ | 4,880 | | |
$ | - | |
Related
party transactions
Purchases
Name of Related | |
| |
| |
For the years ended December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | |
The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd | |
Purchases of products for the provision of complementary health therapies | |
$ | 198,376 | | |
$ | - | |
DSY Beauty Sdn Bhd (“DSY Beauty”) | |
The directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd | |
Purchases of beauty products | |
| 3,975 | | |
| 718 | |
DSY Wellness & Longevity Center Sdn Bhd (“DSYWLC”) | |
Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC. | |
Purchases of products for the provision of complementary health therapies | |
| 124 | | |
| - | |
Total | |
| |
| |
$ | 202,475 | | |
$ | 718 | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
14.
RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)
Related
party transactions
Other
income
Name
of Related | |
| |
| |
For
the years ended December 31, |
|
Party | |
Relationship | |
Nature | |
2022 | | |
2021 |
|
| |
| |
| |
| | |
|
|
Hostastay
Sdn. Bhd. | |
Mr.
How Kok Choong, the CEO and director of the Company is also the director of Hostastay. Mr. How Kok Choong ceased to be the director
of Hostastay as of April 21, 2021 | |
Sublease
rental income due from Hostastay | |
$ | - | | |
$ | 4,345 |
|
Total | |
| |
| |
$ | - | | |
$ | 4,345 |
|
Other
purchases
Name of Related | |
| |
| |
For the years ended December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | |
The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd | |
Purchases of products for the provision of complementary health therapies | |
$ | 5,431 | | |
$ | - | |
DSY Beauty Sdn Bhd (“DSY Beauty”) | |
The directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd | |
Purchases of beauty products | |
| 6,888 | | |
| - | |
DSY Wellness & Longevity Center Sdn Bhd (“DSYWLC”) | |
Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC. | |
Purchases of products for the provision of complementary health therapies | |
| 4 | | |
| - | |
Total | |
| |
| |
$ | 12,323 | | |
$ | - | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
14.
RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)
Related
party transactions
Commission
expense
Name of Related | |
| |
| |
For the years ended December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
Mr. How Kok Choong | |
Mr. How Kok Choong, the CEO and director of the Company | |
Commission expense | |
$ | 16,590 | | |
$ | 12,758 | |
Total | |
| |
| |
$ | 16,590 | | |
$ | 12,758 | |
Other
expenses
Name of Related | |
| |
| |
For the years ended December 31, | |
Party | |
Relationship | |
Nature | |
2022 | | |
2021 | |
| |
| |
| |
| | |
| |
TH3 Technology Sdn Bhd (“TH3”) | |
Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 | |
IT support services fee | |
$ | 56,450 | | |
$ | - | |
Redboy Picture Sdn Bhd (“Redboy”) | |
Mr. How Kok Choong, the CEO and director of the Company is also the director of Redboy | |
Sponsorship fee | |
| 22,686 | | |
| 718 | |
DSY Wellness & Longevity Center Sdn Bhd (“DSYWLC”) | |
Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC. | |
Office rental expenses | |
| 21,779 | | |
| - | |
Total | |
| |
| |
$ | 100,915 | | |
$ | 718 | |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
15.
STOCKHOLDERS’ EQUITY
Preferred
stock
As
of December 31, 2022 and 2021, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.
Common
stock
As
of December 31, 2022 and 2021, there were 1,000,000,000 common stocks authorized, 75,452,012 and 290,460,047 shares issued and outstanding,
respectively.
In
December 2021, there were share forfeiture agreements (the “Share Forfeiture Agreements”) between the Company and
(i) HKC Talent Limited; (ii) various shareholders of the Company (the “Forfeiting Shareholders”), pursuant to which:
(i) HKC Talent Limited had agreed to forfeiture of 41,750,000 shares of common stock of the Company, and (ii) the Forfeiting Shareholders
had agreed to forfeiture, in aggregate, 44,242,000 shares of common stock of the Company. Included in (ii) is 11,242,000 shares forfeited
from HKC Holdings Sdn. Bhd, a company in which Mr. How Kok Choong, the CEO and director
of the Company, is a shareholder. As a result, the outstanding shares was reduced by 85,992,000 shares of common stock.
A
share forfeiture agreement (the “Share Forfeiture Agreement”) dated January 20, 2022, between the Company and Mr. How Kok
Choong, the CEO and director of the Company, pursuant to which Mr. How Kok Choong agreed to forfeit 215,008,035 shares of common stock
of the Company. As a result, the outstanding shares was reduced by 215,008,035 shares of common stock.
There
were no stock options, warrants or other potentially dilutive securities outstanding as of December 31, 2022 and 2021.
16.
NON-CONTROLLING INTEREST
The
Company’s non-controlling interest consists of the following:
SCHEDULE OF NON CONTROLLING INTEREST
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
DSY Wellness: | |
| | | |
| | |
Paid-in capital | |
$ | 97 | | |
$ | 97 | |
Accumulated surplus (deficit) | |
| 20,384 | | |
| (436 | ) |
Accumulated other comprehensive income | |
| 32 | | |
| 3 | |
Non Controlling interest Gross | |
| 20,513 | | |
| (336 | ) |
ASL | |
| - | | |
| - | |
Total | |
$ | 20,513 | | |
$ | (336 | ) |
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
17.
INCOME TAXES
The
United States and foreign components of loss before income taxes were comprised of the following:
SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX
| |
| | | |
| | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
Tax jurisdictions from: | |
| | | |
| | |
Local – United States | |
$ | (736,946 | ) | |
$ | (706,659 | ) |
Foreign – Malaysia | |
| (864,794 | ) | |
| (1,064,314 | ) |
Foreign – Hong Kong | |
| (68,394 | ) | |
| (616,640 | ) |
Foreign, Tax jurisdictions | |
| (68,394 | ) | |
| (616,640 | ) |
| |
| | | |
| | |
The
benefit of (provision for) income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAX
| |
| | | |
| | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
Current: | |
| | | |
| | |
- Local | |
$ | - | | |
$ | (22,205 | ) |
- Foreign | |
| (10,962 | ) | |
| (104,735 | ) |
| |
| | | |
| | |
Deferred: | |
| | | |
| | |
- Local | |
| - | | |
| - | |
- Foreign | |
| 15,017 | | |
| (10,127 | ) |
| |
| | | |
| | |
Benefit of (Provision for) income taxes | |
$ | 4,055 | | |
$ | (137,067 | ) |
The
effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad
range of income tax rates. The Company and its subsidiary that operate in various countries: United States, Malaysia (including Labuan)
and Hong Kong that are subject to taxes in the jurisdictions in which they operate, are as follows:
United
States of America
Agape
ATP Corporation was incorporated in the State of Nevada and is subject to the tax laws of the United States of America with a corporate
tax rate of 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart
F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the
Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings
at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign
tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are
applied.
For
the year ended December 31, 2022 and 2021, the Company’s foreign subsidiaries did not generate any income that were subject to Subpart F
tax and GILTI tax.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
17.
INCOME TAXES (CONT’D)
As
of December 31, 2022 and 2021, the operations in the United States of America incurred approximately $1,357,000 and $620,000, respectively,
of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income or Subpart F and
GILTI taxes. These balances can be carried forward indefinitely. The deferred tax valuation allowance as of December 31, 2022 and 2021
were approximately $285,000 and $130,000, respectively.
For
the year ended December 31, 2021, the Company re-visited its fiscal 2020 U.S. income taxes and determined its stock dividend from Greenpro
Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares in 2020 were subject to Subpart F and GILTI taxes. As a result,
the Company incurred additional income taxes expenses of $22,205, including interest and penalty of $395, for the year ended December
31, 2021, after utilizing its estimated cumulative net operating losses (“NOL”) of $312,608 as of December 31, 2020. As a
result, the Company’s deferred tax assets of estimated NOL of $65,648 were fully utilized and reduced to $0.
Malaysia
Changes
to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies
incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3%
on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements”
was issued. As Agape ATP Corporation did not maintain a permanent establishment in Labuan, and therefore did not satisfy the said requirements,
the company was subjected to tax at 24% on its net audited profit. On June 11, 2021, Agape ATP Corporation made an irrevocable election
to be taxed under the Malaysian Income Tax Act 1967 as the elected tax regime is more tax efficient to the entity compare to LBATA.
Agape
Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings Sdn Bhd. are governed by the income taxes laws of
Malaysia and the income taxes provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable
income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia,
enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income taxes rate while preferential tax rates,
tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally
companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000)
for the year ended December 31, 2022 and 2021, with the remaining balance being taxed at the 24% rate.
As
of December 31, 2022 and 2021, the operations in the Malaysia incurred approximately $1,723,000 and $946,000, respectively, of cumulative
net operating losses (“NOL”) which can be carried forward to offset future taxable income. Approximately $790,000, $897,000
and $36,000 of the net operating loss carry forwards will expire in 2028, 2029 and 2030, respectively, if unutilized. The deferred tax
valuation allowance as of December 31, 2022 and 2021 were approximately $408,000 and $217,000, respectively.
Hong
Kong
Agape
ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on
its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative
Region is not subject to Hong Kong Profits Tax or deduction.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
17.
INCOME TAXES (CONT’D)
The
following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated
below:
SCHEDULE OF EFFECTIVE INCOME TAX RATE
| |
| | | |
| | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
U.S. statutory rate | |
| 21.0 | % | |
| 21.0 | % |
Valuation allowance | |
| (22.9 | )% | |
| (17.0 | )% |
Differential tax rate in Malaysia | |
| 1.0 | % | |
| 3.0 | % |
Permanent difference | |
| 1.2 | %(1) | |
| (12.7 | )%(2) |
Effective tax rate | |
| 0.3 | % | |
| (5.7 | )% |
|
(1) |
The
amount comprised: |
|
(1) |
The
amount comprised: (1.0)% being expenses
incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax return. |
|
|
- |
1.2%
being expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax return. |
|
|
|
|
(2) |
The
amount comprised: |
|
(2) |
The
amount comprised: 6.2% being income derived in AATP HK that were not taxable in the Malaysia tax returns; and 6.7% being expenses
incurred in AATP LB, ASL, SEA, WATP, and DSY Wellness that are not deductible in the Malaysia tax return. |
|
|
-
|
6.2%
being income derived in AATP HK that were not taxable in the Malaysia tax returns; and |
|
|
-
|
6.5%
being expenses incurred in AATP LB, ASL, SEA, WATP, and DSY Wellness that are not deductible in the Malaysia tax return. |
The
following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:
SCHEDULE OF DEFERRED TAX ASSETS
| |
| | | |
| | |
| |
As of December 31, | |
| |
2022 | | |
2021 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carry forwards in U.S. | |
$ | 284,959 | | |
$ | 153,061 | |
Net operating loss carry forwards in Malaysia | |
| 408,226 | | |
| 227,106 | |
Net operating loss carry forwards in Malaysia | |
| 408,226 | | |
| 227,106 | |
Less: valuation allowance | |
| (693,185 | ) | |
| (380,167 | ) |
Deferred tax liabilities: | |
| | | |
| | |
Depreciation | |
| - | | |
| (15,574 | ) |
Deferred tax liabilities, net | |
$ | - | | |
$ | (15,574 | ) |
Uncertain
tax positions
The
Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical
merits, and measure the unrecognized benefits associated with the tax positions.
As of December 31, 2022 and 2021, the Company did not have any significant unrecognized uncertain tax positions. The Company did not
incur interest and penalties tax for the years ended December 31, 2022 and 2021.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
18.
CONCENTRATIONS OF RISKS
(a)
Major customers
For
the years ended December 31, 2022 and 2021, no customer accounted for 10.0% or more of the Company’s total revenues.
As
of December 31, 2022, five individual customers accounted for approximately 72.0% of the Company’s balance of accounts receivable.
There was no accounts receivable balance as of December 31, 2021.
(b)
Major vendors
For
the year ended December 31, 2022, three vendors accounted for approximately 53.3%, 22.1% and 21.3% of the Company’s total purchases.
For the year ended December 31, 2021, two vendors accounted for approximately 47.3% and 45.2% of the Company’s total purchases.
Via a dividend distribution, the Company acquired 23,330 shares of common stock of DSwiss, Inc., represents approximately 0.01% ownership,
that the Company accounted for as investment in marketable securities (See Note 11). DSwiss, Inc.’s wholly owned subsidiary is
the vendor that accounted for the Company’s total purchases of approximately 22.1% and 47.3% for the years ended December 31, 2022
and 2021, respectively.
As
of December 31, 2022, three vendors accounted for approximately 46.6%,
25.8%
and 23.9%
of the Company’s total balance of accounts payable, respectively. CTA Nutriceuticals (Asia) Sdn Bhd, a related company, accounted
for approximately 47%
of the Company’s total balance of accounts payable. As of December 31, 2021, one vendor accounted for 100%
of the total balance of accounts payable.
(c)
Commission Expenses to Sales Distributors and Stockists
For
the year ended December 31, 2022, one sales distributor accounted for approximately 10.3%
of the Company’s total commission expense. For the year ended December 2021, one sales distributor accounted for approximately 17.9%
of the Company’s total commission expense.
(d)
Credit risk
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December
31, 2022 and 2021, $513,152 and $554,864 were deposited with financial institutions, respectively, $231,187 and $295,761 of these balances
are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also
continually monitors their credit worthiness.
Financial
instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration
of credit risk in its account receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection
terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. Historically,
the Company did not have any bad debt on its account receivable.
(e)
Exchange rate risk
The
Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could
post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower
profit depending on exchange rate of RM and HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes
in political and economic environments without notice.
AGAPE
ATP CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
19.
COMMITMENTS AND CONTINGENCIES
Lease
commitments
On
April 1, 2020, the Company adopted ASC 842 for ASL’s office space lease and sales and training center as the lease commencement
date upon the acquisition of ASL. The Company recognized lease liabilities of approximately $490,000, with a corresponding right-of-use
(“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease, using an
effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.
On
May 31, 2021, the Company entered into two separate two-year leases extension with the modified lease expiring May 31, 2023 for its office
space and expiring August 31, 2023 for its training center. The lease modification required the Company to re-measure the ROU assets
and lease liabilities based on the modified leases. The Company recognized a reduction of $3,250 in ROU assets and lease liabilities
upon lease modifications based on the present value of the future minimum rental payments of the lease, using an effective interest rate
of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.
On October 1, 2021, the Company entered into a two-years
lease for an apartment to serve as staff accommodation. The Company recognized lease liabilities of approximately $9,777, with a corresponding
right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease,
using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.
On November 1, 2021, the Company entered into a two-years lease for a branch
office and operating centre. The Company recognized lease liabilities of approximately $10,864, with a corresponding right-of-use (“ROU”)
asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate
of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.
As
of December 31, 2022, the weighted remaining term of the lease is approximately 0.54 years.
The
five-year maturity of the Company’s operating lease liabilities is as follow:
SCHEDULE OF LEASE COMMITMENTS
| |
| | |
Twelve Months Ending December 31, | |
Operating lease liabilities | |
| |
| |
2023 | |
$ | 84,146 | |
Thereafter | |
| - | |
Total lease payments | |
| 84,146 | |
Less: interest | |
| (1,439 | ) |
Present value of lease liabilities | |
$ | 82,707 | |
The
Company also leased one office and operation center, and one shophouse with an expiring term of twelve months or less, which were classified
as operation leases. Since the lease terms for these leases were twelve months or less, a lessee is permitted to elect not to recognize
lease assets and liabilities. The Company has elected not to recognize lease assets and liabilities on these leases. As of December 31,
2022, the Company’s commitment for minimum lease payment under these operating leases within the next twelve months were $567.
Rent
expense for the years ended December 31, 2022 and 2021 was $190,547 and $179,562, respectively.
Contingencies
Legal
From
time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued,
as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed
to be material to the consolidated financial statements.
COVID-19
Malaysia,
where the operations of the Company predominantly reside, officially transitioned to the endemic phase of COVID-19 effective April 1,
2022. Restrictions on businesses and people are minimal. Meanwhile, the government continues to encourage inoculation for those between
the ages of 5 and 11 years and its adolescent group which comprised those between the ages 12 and 17. Adults who have been fully vaccinated,
i.e. received two doses of the COVID-19 vaccine are encouraged to take booster shots.
Substantially
all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially,
affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact
to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and
severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact,
almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:
|
● |
temporary
closure of offices, travel restrictions, disruption or suspension of supplies, our customers may be negatively impacted financially
resulting in which the demand for our products may be adversely affected; |
|
● |
we
may have to provide significant sales incentives to our customers during the outbreak, which may in turn materially adversely affect
our financial condition and operating results; and |
|
● |
any
disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including
causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our customers, which may
also lead to loss of our customers. |
Because
of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot
be reasonably estimated at this time. There is no guarantee that the Company’s total revenues will grow or remain at similar levels
year over year in 2023 and beyond.
20.
SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date of issuance of this consolidated financial statements,
and does not identify any events with material financial impact on the Company’s consolidated financial statements.
AGAPE
ATP CORPORATION
600,000
Shares of Common Stock
PROSPECTUS
EF HUTTON
Division
of Benchmark Investments, LLC
You
should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give
information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is
correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or the sale of these
securities.
Until
, 2022, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation
to deliver a prospectus when acting as underwriter with respect to their unsold subscriptions.
The
date of this prospectus is , 2023
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED ________, 2023
PRELIMINARY
PROSPECTUS
Agape
ATP Corporation
30,269,516
Shares of Common Stock
This
prospectus relates to the resale of 30,269,516 shares of our common stock by the selling stockholders named in this prospectus.
The selling stockholders will offer and sell their shares of common stock being offered under this prospectus at $6.50 per share on the
OTC Markets – Pink Sheets under the symbol “AATP” or in private transactions for the duration of this offering or until
the shares are listed on a national securities exchange at which time the shares may be sold at prevailing market prices or privately
negotiated prices or in transactions that are not in the public market. We have applied to list our common stock on the NASDAQ Capital
Market (“NASDAQ”) under the symbol “ATPC”. No assurance can be given that our application will be approved. The
closing of this offering is contingent upon the successful listing of our common stock on the Nasdaq Capital Market.
We
are a reporting company under Section 15(d) of the Securities Exchange Act of 1934, as amended. Our common stock is currently quoted
on the OTC Markets – Pink Sheets, operated by OTC Markets Group, under the symbol “AATP.” The last reported sale price
of our common stock on the OTC Markets – Pink Sheets on August 2, 2022 was $4.01 per share. We urge prospective purchasers
of our Common Stock to obtain current information about the market prices of our Common Stock. There is a limited public trading market
for our common stock.
Investing
in our securities involves risks. You should carefully consider the risk factors beginning on page 8 of this prospectus and set
forth in the documents incorporated by reference herein before making any decision to invest in our securities.
Neither
the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this registration statement. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2023
THE
OFFERING
|
Common stock offered by
us: |
|
0 shares |
|
|
|
|
|
Common Stock offered by the selling stockholders |
|
30,269,516
shares |
|
|
|
|
|
Common
stock to be outstanding prior to this offering: |
|
75,452,012 shares of common stock |
|
|
|
|
|
Common stock to be outstanding after the offering: |
|
76,052,012 shares (1) |
|
|
|
|
|
Use of proceeds: |
|
We will not receive
any of the proceeds from the sale of the common stock by the selling stockholders named in this prospectus. |
(1)
Assumes the issuance by us of our common stock pursuant to the public offering prospectus filed contemporaneously herewith, no exercise
of the underwriters’ over-allotment option and all of our common stock to be sold by the selling stockholders pursuant to the Resale
Prospectus filed contemporaneously herewith are sold.
USE
OF PROCEEDS
We
will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders.
SELLING
STOCKHOLDERS
The
following table sets forth the names of the selling stockholders, the number of shares of common stock owned by each selling stockholder
immediately prior to the date of this prospectus and the number of shares to be offered by the selling stockholder pursuant to
this prospectus. The table also provides information regarding the beneficial ownership of our common stock by the Selling Stockholder
as adjusted to reflect the assumed sale of all of the shares offered under this prospectus.
Percentage
of beneficial ownership before this offering is based on 75,452,012 shares of our common stock outstanding as December 31, 2022.
Beneficial ownership is based on information furnished by the selling stockholders. Unless otherwise indicated and subject to community
property laws where applicable, the selling stockholder named in the following table has, to our knowledge, sole voting and investment
power with respect to the shares beneficially owned by him.
None
of the selling stockholders has had any position, office or other material relationship within past three years with the Company. None
of the selling stockholders is a broker dealer or an affiliate of a broker dealer. None of the selling stockholders has an agreement
or understanding to distribute any of the shares being registered. Each selling stockholder may offer for sale from time to time any
or all of the shares, subject to the lock up agreements described in the “Selling Stockholder Plan of Distribution.”
The table below assumes that the selling stockholders will sell all of the shares offered for sale hereby. A selling stockholder
is under no obligation to sell any shares pursuant to this prospectus.
Name of Selling
Stockholder |
|
Share
Beneficially
Owned Prior
to Offering |
|
|
Maximum
Number of
Shares to be
Sold |
|
|
Number of
Shares
Owned
after Offering |
|
|
Percentage
Ownership
After Offering (%) |
|
HKC TALENT LIMITED |
|
|
8,245,000 |
|
|
|
3,300,000 |
|
|
|
4,945,000 |
|
|
|
6.42 |
|
SHIUH CHOENG OOI |
|
|
490,000 |
|
|
|
490,000 |
|
|
|
- |
|
|
|
0.00 |
|
KWAI FAH MOOK |
|
|
451,000 |
|
|
|
451,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE MEE TAN |
|
|
441,000 |
|
|
|
441,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE YEN CHAI |
|
|
400,000 |
|
|
|
400,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHEUE YUEN BEH |
|
|
375,000 |
|
|
|
375,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEE KIM SER |
|
|
350,000 |
|
|
|
350,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOOK SENG YONG |
|
|
350,000 |
|
|
|
350,500 |
|
|
|
- |
|
|
|
0.00 |
|
LAY YEN KENG |
|
|
342,500 |
|
|
|
342,500 |
|
|
|
- |
|
|
|
0.00 |
|
WENG ONN CHOO |
|
|
330,000 |
|
|
|
330,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIAW WEI TEH |
|
|
317,500 |
|
|
|
317,500 |
|
|
|
- |
|
|
|
0.00 |
|
KOCK LEONG SIOW |
|
|
317,000 |
|
|
|
317,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI KHUANG TANG |
|
|
311,000 |
|
|
|
311,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW GIM LAW |
|
|
310,000 |
|
|
|
310,000 |
|
|
|
- |
|
|
|
0.00 |
|
POI CHIN WONG |
|
|
310,000 |
|
|
|
310,000 |
|
|
|
- |
|
|
|
0.00 |
|
YIT KEONG CHIN |
|
|
310,000 |
|
|
|
310,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEW SENG TAN |
|
|
300,000 |
|
|
|
300,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG LEONG KENG |
|
|
285,000 |
|
|
|
285,000 |
|
|
|
- |
|
|
|
0.00 |
|
MEI MEI KOR |
|
|
280,000 |
|
|
|
280,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAI PENG SEW |
|
|
265,000 |
|
|
|
265,000 |
|
|
|
- |
|
|
|
0.00 |
|
MUN FONG CHEAH |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI TONG CHEE |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
- |
|
|
|
0.00 |
|
PEK FEN LEONG |
|
|
245,000 |
|
|
|
245,000 |
|
|
|
- |
|
|
|
0.00 |
|
TZY THENG OOI |
|
|
245,000 |
|
|
|
245,000 |
|
|
|
- |
|
|
|
0.00 |
|
LI CHENG SOOI |
|
|
243,000 |
|
|
|
243,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOON PENG LEONG |
|
|
240,000 |
|
|
|
240,000 |
|
|
|
- |
|
|
|
0.00 |
|
KIM YOON YONG |
|
|
235,000 |
|
|
|
235,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE ENG TAN |
|
|
235,000 |
|
|
|
235,000 |
|
|
|
- |
|
|
|
0.00 |
|
KING HONG KEE |
|
|
230,000 |
|
|
|
230,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEE KIM LAU |
|
|
230,000 |
|
|
|
230,000 |
|
|
|
- |
|
|
|
0.00 |
|
EWE BOEY TEH |
|
|
222,500 |
|
|
|
222,500 |
|
|
|
- |
|
|
|
0.00 |
|
SOONG FEI YONG |
|
|
216,000 |
|
|
|
216,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAY HIONG CHAN |
|
|
215,000 |
|
|
|
215,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAI HOONG LAM |
|
|
215,000 |
|
|
|
215,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG HONG GAN |
|
|
210,000 |
|
|
|
210,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAY SAM LEE |
|
|
207,000 |
|
|
|
207,000 |
|
|
|
- |
|
|
|
0.00 |
|
MEE CHON CHAI |
|
|
205,000 |
|
|
|
205,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIUN YIN LAI |
|
|
204,000 |
|
|
|
204,000 |
|
|
|
- |
|
|
|
0.00 |
|
BRANDON KHAI LI YEO |
|
|
203,154 |
|
|
|
203,154 |
|
|
|
- |
|
|
|
0.00 |
|
JIN YOONG LIONG |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAW CHONG LAW |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAW HONG LAW |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
YE BEI SIM |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUN FAI YAT |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIAW BOON TEH |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
HOONG LING CHING |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
JESSICA CHIA WEN SIM |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOY KIEN ONG |
|
|
197,000 |
|
|
|
197,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHI CHENG CHIN |
|
|
156,000 |
|
|
|
156,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW KIM TEOH |
|
|
150,000 |
|
|
|
150,000 |
|
|
|
- |
|
|
|
0.00 |
|
DAMON TESTAVERDE |
|
|
150,000 |
|
|
|
150,000 |
|
|
|
- |
|
|
|
0.00 |
|
SAU KHUAN CHOY |
|
|
135,000 |
|
|
|
135,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE LI PING |
|
|
131,913 |
|
|
|
131,913 |
|
|
|
- |
|
|
|
0.00 |
|
LAY CHING TAN |
|
|
130,000 |
|
|
|
130,000 |
|
|
|
- |
|
|
|
0.00 |
|
BAK HAA HOW |
|
|
130,000 |
|
|
|
130,000 |
|
|
|
- |
|
|
|
0.00 |
|
YOKE WAH LEONG |
|
|
115,000 |
|
|
|
115,000 |
|
|
|
- |
|
|
|
0.00 |
|
SING HOE KOR |
|
|
110,000 |
|
|
|
110,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUI YEE TEE |
|
|
107,000 |
|
|
|
107,000 |
|
|
|
- |
|
|
|
0.00 |
|
YOKE MOOI YONG |
|
|
106,000 |
|
|
|
106,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAT LONG LEE |
|
|
106,000 |
|
|
|
106,000 |
|
|
|
- |
|
|
|
0.00 |
|
PAY FAH LYE |
|
|
105,000 |
|
|
|
105,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAH HOU LUM |
|
|
105,000 |
|
|
|
105,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOY LING WONG |
|
|
105,000 |
|
|
|
105,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAH MEI WONG |
|
|
102,000 |
|
|
|
100,200 |
|
|
|
- |
|
|
|
0.00 |
|
PHOENIX 16 SDN BHD |
|
|
100,200 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
JIAN CHENG LOO |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
SWEE PEI NGU |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
JUN HENG CHEN |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
POH ONN ONG |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
WOOI THONG OOI |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
JIN FOONG LIM |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEAN HOOI LEE |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
WOON CHEN HO |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAT HENG CHAN |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUEN LOY CHONG |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG ZHEN NING SHERMAN |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
TONG KIM LOOI |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
0.00 |
|
YOKE LIM TANG |
|
|
97,000 |
|
|
|
97,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOO CHOO AU |
|
|
95,000 |
|
|
|
95,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE KEONG SOO |
|
|
88,000 |
|
|
|
88,000 |
|
|
|
- |
|
|
|
0.00 |
|
JIN XUAN HOLDINGS SDN BHD |
|
|
87,500 |
|
|
|
87,500 |
|
|
|
- |
|
|
|
0.00 |
|
EE CHIET YAP |
|
|
85,000 |
|
|
|
85,000 |
|
|
|
- |
|
|
|
0.00 |
|
KWONG SENG CHAN |
|
|
82,000 |
|
|
|
82,000 |
|
|
|
- |
|
|
|
0.00 |
|
SWEE TIAN GOH |
|
|
80,000 |
|
|
|
80,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIOK MING LAM |
|
|
80,000 |
|
|
|
80,000 |
|
|
|
- |
|
|
|
0.00 |
|
POH YIN SEK |
|
|
80,000 |
|
|
|
80,000 |
|
|
|
- |
|
|
|
0.00 |
|
SAN SANG MENG |
|
|
76,000 |
|
|
|
76,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW MOI HOO |
|
|
75,000 |
|
|
|
75,000 |
|
|
|
- |
|
|
|
0.00 |
|
TENG WOEI SHY |
|
|
75,000 |
|
|
|
75,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUN KEAT QUAH |
|
|
71,000 |
|
|
|
71,000 |
|
|
|
- |
|
|
|
0.00 |
|
MAN MAN WONG |
|
|
70,000 |
|
|
|
70,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW WAH TAN |
|
|
70,000 |
|
|
|
70,000 |
|
|
|
- |
|
|
|
0.00 |
|
KIAH LING TAN |
|
|
70,000 |
|
|
|
70,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG CHOY LOH |
|
|
70,000 |
|
|
|
70,000 |
|
|
|
- |
|
|
|
0.00 |
|
JOOI PENG ENG |
|
|
65,000 |
|
|
|
65,000 |
|
|
|
- |
|
|
|
0.00 |
|
SAU KUAN YEE |
|
|
61,000 |
|
|
|
61,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUEN PENG CHAN |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUIN MIN LAI |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
- |
|
|
|
0.00 |
|
JENNY PON |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE ZI HAN |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAK PEER EU |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
- |
|
|
|
0.00 |
|
KWOK HUNG TSE |
|
|
59,000 |
|
|
|
59,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUA SUAT CHOO |
|
|
57,000 |
|
|
|
57,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOON HUA PHANG @ DAVID PHANG |
|
|
55,000 |
|
|
|
55,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUEY WEN LIM |
|
|
52,000 |
|
|
|
52,000 |
|
|
|
- |
|
|
|
0.00 |
|
TENG PIN KHOO |
|
|
52,000 |
|
|
|
52,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOU FOOK TAK |
|
|
52,000 |
|
|
|
52,000 |
|
|
|
- |
|
|
|
0.00 |
|
CEDE & CO |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
YET LIEN LIM |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHENG CHEE LIM |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
TET EAN HEW |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
THIAN CHAI KHOO |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUAN SANG CHAI |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG KEAT ONG |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAWRENCE CHOON YIAP LAY |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAI LING SEW |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEH LEE SUAN |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHI, KUI |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
SITTI ZAINAB BT TARUNA |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
HEW LI YOONG |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN SWEE LI |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
HEW TET MIN |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
0.00 |
|
MEI YIN LEONG |
|
|
45,000 |
|
|
|
45,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG ONG |
|
|
45,000 |
|
|
|
45,000 |
|
|
|
- |
|
|
|
0.00 |
|
SAU KAY YEE |
|
|
45,000 |
|
|
|
45,000 |
|
|
|
- |
|
|
|
0.00 |
|
HONG WENG LUM |
|
|
45,000 |
|
|
|
45,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG CHOO KEAT |
|
|
44,000 |
|
|
|
44,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUECK CAPITAL SDN BHD |
|
|
43,718 |
|
|
|
43,718 |
|
|
|
- |
|
|
|
0.00 |
|
HEW YUEN HOAY |
|
|
43,000 |
|
|
|
43,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI CHOONG CHONG |
|
|
42,500 |
|
|
|
42,500 |
|
|
|
- |
|
|
|
0.00 |
|
WENG CHOON FAN |
|
|
42,000 |
|
|
|
42,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOON LEE |
|
|
41,000 |
|
|
|
41,000 |
|
|
|
- |
|
|
|
0.00 |
|
KUM LOON WONG |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAP HOONG YANG |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG SAN FATT |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUI YEE LEE |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOW LEE SUN |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
- |
|
|
|
0.00 |
|
WANG CHONG |
|
|
39,000 |
|
|
|
39,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI LEONG CHONG |
|
|
37,500 |
|
|
|
37,500 |
|
|
|
- |
|
|
|
0.00 |
|
SOO TENG TAN |
|
|
37,000 |
|
|
|
37,000 |
|
|
|
- |
|
|
|
0.00 |
|
SAW BEE YAN |
|
|
37,000 |
|
|
|
37,000 |
|
|
|
- |
|
|
|
0.00 |
|
FONG YOKE KAM |
|
|
36,000 |
|
|
|
36,000 |
|
|
|
- |
|
|
|
0.00 |
|
GUAN SENG TAN |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOON YEAN OOI |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUI SHUANG KHOO |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
KUM LIN LAI |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHIN SHIAW KOR |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOON KEAT LEE |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHAY PENG KHOO |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
LUM KAH KEONG |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH KUEN HOONG |
|
|
34,000 |
|
|
|
34,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI YEE YING |
|
|
32,210 |
|
|
|
32,210 |
|
|
|
- |
|
|
|
0.00 |
|
VERN LIM GOH |
|
|
30,500 |
|
|
|
30,500 |
|
|
|
- |
|
|
|
0.00 |
|
GAN PUI KUAN |
|
|
30,023 |
|
|
|
30,023 |
|
|
|
- |
|
|
|
0.00 |
|
KAM LEONG KONG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
YIK LOONG ONG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
SEE SENG LEE |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
JING LIU |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEE CHEW TOH |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEOW CHOONG WONG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH HONG QUAH |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
SER BEE HWEE |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
SWE LAN MOK |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH AH KEEN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
BOH CHIN YIN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN MENG CHERK |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN WAI CHON |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN YOKE YENG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
DANG PEK SOON |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO CHI TUAN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOR CHIN LING |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM JEN THOU |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAU HUI YAN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAW TIEN SUNG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
THYE ZEN SAN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SEE FUI |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YEN FEI |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW SOOK MEI |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM CHIN KHENG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOO WEN YI |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG SWEE PENG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGO CHANG LAI |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
OH SIEW YIEN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG MUN LENG |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG KHONG WEE |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
WANG HUN |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN WEI LIM |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
0.00 |
|
MING YEAN LEE |
|
|
29,500 |
|
|
|
29,500 |
|
|
|
- |
|
|
|
0.00 |
|
LUM PUI LENG |
|
|
29,000 |
|
|
|
29,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIT CHEAN KHOO |
|
|
28,000 |
|
|
|
28,000 |
|
|
|
- |
|
|
|
0.00 |
|
AIRLIFT EXPRESS SDN BHD |
|
|
27,910 |
|
|
|
27,910 |
|
|
|
- |
|
|
|
0.00 |
|
KHOR CHOON WEI |
|
|
27,846 |
|
|
|
27,846 |
|
|
|
- |
|
|
|
0.00 |
|
LAM SEX TIAN |
|
|
27,417 |
|
|
|
27,417 |
|
|
|
- |
|
|
|
0.00 |
|
SEE WAN TANG |
|
|
26,000 |
|
|
|
26,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAW YEN SHI |
|
|
25,700 |
|
|
|
25,700 |
|
|
|
- |
|
|
|
0.00 |
|
SHOO TAI HEA |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN HOCK ENG |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
WON SIN THEN |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
SU ING LEE |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAM FOONG LEONG |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN CHYANG CHUA |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
MUN HENG CHEN |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
LENG LAI LEE |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIANG WEI PING |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUAN YU YA |
|
|
24,500 |
|
|
|
24,500 |
|
|
|
- |
|
|
|
0.00 |
|
JUN XIANG KHOO |
|
|
24,000 |
|
|
|
24,000 |
|
|
|
- |
|
|
|
0.00 |
|
YU HSIN NI |
|
|
23,200 |
|
|
|
23,200 |
|
|
|
- |
|
|
|
0.00 |
|
BOY MING CHONG @ SWEE FONG CHONG |
|
|
23,000 |
|
|
|
23,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW LIM LAY BENG |
|
|
22544 |
|
|
|
22544 |
|
|
|
- |
|
|
|
0.00 |
|
PHAIK NGOH CHUAH |
|
|
22,000 |
|
|
|
22,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG KENG YIT |
|
|
22,000 |
|
|
|
22,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEH LEE LEEN |
|
|
22,000 |
|
|
|
22,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE ZHENG YIP |
|
|
21,740 |
|
|
|
21,740 |
|
|
|
- |
|
|
|
0.00 |
|
BENG SHEAN ONG |
|
|
21,000 |
|
|
|
21,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM KIM SWEE |
|
|
21,000 |
|
|
|
21,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG NYOONG LEE |
|
|
21,000 |
|
|
|
21,000 |
|
|
|
- |
|
|
|
0.00 |
|
YU WEI VEN |
|
|
20,414 |
|
|
|
20,414 |
|
|
|
- |
|
|
|
0.00 |
|
GEE KHENG TEOH |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
FUNG CHING CHIN |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
MIN FUN LEE |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
POOI FOON TAN |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIN WEI GAN |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
POW LEONG YONG |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
HA NGOW ONG |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI HAR KOW |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
THAIM MENG KHOO |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH MOOI HU |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUN HAO QUAH |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
PIK HOON HO |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
POH KUEN SEK |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
POH MEI SEK |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
AMAR FAROUQ BIN KAMARUDDIN |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE JIANN YAG |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN BOO PAR |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM SIEW LEAN |
|
|
19,021 |
|
|
|
19,021 |
|
|
|
- |
|
|
|
0.00 |
|
YAP LING HUI |
|
|
19,000 |
|
|
|
19,000 |
|
|
|
- |
|
|
|
0.00 |
|
QUEK MEE SIM |
|
|
19,000 |
|
|
|
19,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHONG CHOW |
|
|
19,000 |
|
|
|
19,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAU YAN TUCK |
|
|
18,105 |
|
|
|
18,105 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO TANG ENG |
|
|
18,000 |
|
|
|
18,000 |
|
|
|
- |
|
|
|
0.00 |
|
MEI NGOR BEH |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEONG CHUI LENG |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOW CHIN FONG |
|
|
16,576 |
|
|
|
16,576 |
|
|
|
- |
|
|
|
0.00 |
|
TENG HOOI GOH |
|
|
16,000 |
|
|
|
16,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH NIN HU |
|
|
16,000 |
|
|
|
16,000 |
|
|
|
- |
|
|
|
0.00 |
|
YIT MING LEE |
|
|
16,000 |
|
|
|
16,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW WEN FRY |
|
|
16,000 |
|
|
|
16,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHEN WEI |
|
|
16,000 |
|
|
|
16,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAI CHING LOON |
|
|
15,979 |
|
|
|
15,979 |
|
|
|
- |
|
|
|
0.00 |
|
YU WEI JOO |
|
|
15,586 |
|
|
|
15,586 |
|
|
|
- |
|
|
|
0.00 |
|
YEOH LAY TENG |
|
|
15,152 |
|
|
|
15,152 |
|
|
|
- |
|
|
|
0.00 |
|
FOOK KIT THAM |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW MEI MOO |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEOW THEAM ANG |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
YET SEE THOO |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
TIONG CHING TEE |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOK WENG YEE |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOO MI TANG |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOW CHOY YEE |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
YING CHEANG LAI |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
MOOI LIM |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
PING WAI LAM |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOOI AN TAN |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAM YAU LEONG |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAU JINN YEE |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
FE LIX LIM |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAR MUN LIM |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAY PIN LEE |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
HSIEH HSIU-CHU |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW HEOH LIM |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
GAN SHAW SIANG |
|
|
15000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEN TEAK HUAT |
|
|
14,707 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
AI LING PANG |
|
|
14,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG SOH CHING |
|
|
14,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEH YEN THING |
|
|
14,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN KOK HONG |
|
|
14,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN PEE LEE |
|
|
14,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEN MEE CHING |
|
|
13,891 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEE CHENG LAW |
|
|
13,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH MAY LAU |
|
|
13,000 |
|
|
|
15000 |
|
|
|
- |
|
|
|
0.00 |
|
BENG HEOK TAN |
|
|
12,500 |
|
|
|
14,707 |
|
|
|
- |
|
|
|
0.00 |
|
BERNARD TATT LENG LEE |
|
|
12,500 |
|
|
|
14,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW NGEE@CHOW YEE |
|
|
12,000 |
|
|
|
14,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE LING TING |
|
|
12,000 |
|
|
|
14,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUEA FANG ENG |
|
|
12,000 |
|
|
|
14,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUI XIAN HENG |
|
|
12,000 |
|
|
|
14,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEK CHIN HEW |
|
|
12,000 |
|
|
|
13,891 |
|
|
|
- |
|
|
|
0.00 |
|
CHAI VOON FEI |
|
|
12,000 |
|
|
|
13,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH JIA YING |
|
|
12,000 |
|
|
|
13,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG SENG CHONG |
|
|
12,000 |
|
|
|
12,500 |
|
|
|
- |
|
|
|
0.00 |
|
WONG HANG CHEI |
|
|
12,000 |
|
|
|
12,500 |
|
|
|
- |
|
|
|
0.00 |
|
TEE KIM HUAT |
|
|
12,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SONG YEOW |
|
|
12,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG KWAN-U |
|
|
11,305 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SIEW TSUNG |
|
|
11,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIOH SEOK KIM |
|
|
11,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH AIK CHUAN |
|
|
11,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
YIP SWEE LIAN |
|
|
11,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAN SOOK MEE |
|
|
11,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
HONG MUI YONG |
|
|
10,500 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEN TEIK FOOI |
|
|
10,001 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM AH BOEY |
|
|
10,000 |
|
|
|
12,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG CHOY LAI |
|
|
10,000 |
|
|
|
11,305 |
|
|
|
- |
|
|
|
0.00 |
|
IVY GAIK HWA LIM |
|
|
10,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI LIN MOO |
|
|
10,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE FIEH CHIN |
|
|
10,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
|
0.00 |
|
AI NING TING |
|
|
10,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI HWA LIM |
|
|
10,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
|
0.00 |
|
SEE WERN GOH |
|
|
10,000 |
|
|
|
10,500 |
|
|
|
- |
|
|
|
0.00 |
|
SZE YEE CHUAR |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
TUAN NEO SEET @ SIEW KWAN TAY |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
VOON SEONG FOO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAH CHYE LIM |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOOK EE CHAN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
GAIK FOON LAU |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
GUN HENG CHAN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KIAN LEONG WONG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
XIN YI KHOO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEAP TUAN ONG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEN CHIN OOI |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG HUI LAW |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEK KHION HEW |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAM MOI MONG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW CHOO TIONG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
FUI LIN CHONG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHANG YUNG HOO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE KONG SOO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE LOI CHENG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUN CHYN HO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH CHONG LOH |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUJANI GUNTORO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAI WAH LEE |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUN SHU OOI |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KAH YI MOO |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KIAH LOON TAN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KIM HUAT LEE |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE LEE TAN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YONG DEANG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
MUN YEE CHIN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIENG ONG YAP |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOH JIA MUN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW FOONG SUM |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
TIO HOCK LAI |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW LAY BEE |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KENG YONG SENG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE LE TAN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
NAI CHOON SIANG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG HOY BAN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG EWE HIN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE SAU CHOY |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
TANG LAI KHUANG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM CHIAN KOK |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUNG TU KENG |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUNG WOOI HEN |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
0.00 |
|
KUAN YING WONG |
|
|
9,500 |
|
|
|
9,500 |
|
|
|
- |
|
|
|
0.00 |
|
TANG PEI SAN |
|
|
9,250 |
|
|
|
9,250 |
|
|
|
- |
|
|
|
0.00 |
|
CHRISTINA LIN LEAN TAN |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
MEI YIN LEE |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUAN HING CHAN |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
KEE SIONG CHIN |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
SEE HUI KHOR |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG TAI |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI YUIN PIN |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGOI KAM HEONG |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG SEOK GNOH |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
RUONAN KOH |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHEE HOOI |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM CHEE WAH |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG SIEW CHONG @ |
|
|
9,000 |
|
|
|
9,000 |
|
|
|
- |
|
|
|
0.00 |
|
ENG KHENG LAU |
|
|
8,500 |
|
|
|
8,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHEN HOOY LEE |
|
|
8,320 |
|
|
|
8,320 |
|
|
|
- |
|
|
|
0.00 |
|
TAN MING FU |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW KENG TECK |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG ENG YEW |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
MAH POOI YAN |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEH MEI KUIN |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG BENG SHEAN |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
TERRENCE TAN HUAT HIN |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN KIM LYE |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAU WAN HOCK |
|
|
8,000 |
|
|
|
8,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHI YNG LOH |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
KENG SUAN BEH |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
SHED HEONG LOW |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
KIM YONG KHOO |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
AIK HONG HO |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
KIM SENG WONG |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW HING NG |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
0.00 |
|
PANG ENG MAY |
|
|
7,273 |
|
|
|
7,273 |
|
|
|
- |
|
|
|
0.00 |
|
HONG SENG LIM |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAI YEE LEE |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOI SIM TEOH |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
YOKE MUN SEK |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
YIT FONG CHAN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
YE CHENG CHIN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
SENG CHONG NG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUA PUA ENG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
POH MEE HOR |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
YOONG YEW PHANG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEH KEAN THYE |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEH YEN SUN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIAM AH SIEW |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG YEONG KON |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOW CHIA SIN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHU SHIH KAN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUA YAH LI |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG YIANG CHURN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
KENG SHI YUN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOR CHEE GUAN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOR YING YING |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM KIM SING |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAU HIN REEI |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SEU WEE |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM HOCK KENG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG SIEW BOON |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGAN SIEW BUN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG SWEE SUNG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHIEW BEH BEE |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIM POH SUAN |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOON HEOH KEE |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN SOH YEOK |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE CHOW HOI |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHEE HOONG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
TSANG TUNG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUANG XIUYING |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
TING-YEN KUO |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG KAM WENG |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHRISTOPHER JOHN BAPTIST |
|
|
6,060 |
|
|
|
6060 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN BOON LIANG |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
YOON SUN HOO |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE WON CHIN |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
MOOI SEE KHOR |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM CHIEW WEI |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEONG CHEE SENG |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
HIEW OI CHOO |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
KUAY SEIONG LEE |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM CHEE MIN |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE TIAN CHIAT |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG PAN LIAN |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG XIN MIN |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
PHUAH CHIN CHYE |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH LYE CHOO |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIVA SHANMUGAM A/L DHANAPALU |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHU MIN-CHANG |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
EU TAK PEER |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHIM PHUI SAN |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG HOOI HAR |
|
|
5,636 |
|
|
|
5,636 |
|
|
|
- |
|
|
|
0.00 |
|
MICHAEL ALEXON TAY KAI FOONG |
|
|
5,520 |
|
|
|
5,520 |
|
|
|
- |
|
|
|
0.00 |
|
THUM XUE SHENG |
|
|
5,500 |
|
|
|
5,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA CHOON MIN |
|
|
5,500 |
|
|
|
5,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN WEI LIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YING HO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
PEI NGIN NG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
REN LI CHAI |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUN YEEN OOI |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOONG YEE LAW |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CZEE TING LEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHAN SHAN LING |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW WAN TANG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
WOOI LIANG LEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH HONG TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH PENG YEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH SUAN HUNG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ALAN YAP @ LEE CHERN YAP |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEE KIAN WONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW LING LEW |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW MOI KOK |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW PENG TANG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW YEN TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIN LAI CHANG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIN YAU CHEAH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SING KIAT KOR |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIOK CHIN YEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIT MOOI LEONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIWE LEY LIAU |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOON LING CHENG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
STEPHEN KOK HIN LEONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SU LING TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW KUAN CHEN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW LAY LAW |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUI CHENG CHAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUN HIN LOH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ABDUL MU’IZZ BIN ABD KAHAR |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEONG KEE TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAN KHUAN HONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
JUN GIAP LAU |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
KIM SOON LIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
MEI FAH YAP |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
PENG LEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUI YAN GAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW MEI YEOH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEN PIN BEH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ZHI WEI TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHANG BOON BEH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
BOON AI HENG @ BOON AI ONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
BOON HONG ANG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUO JVIN TEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
DARREN KHAI XU YEO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
LI LEAN LIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SENG CHAI ONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOO LENG NG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN CHAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TECK WEE TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE CHIN WONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SWEE CHIN LIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
SWEE WAN LAM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAI CHU LEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TECK ONN LEONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TECK SEONG WONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TECK VOON WONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TENG CHEN MOO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TENG PONG MOO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TIONG WAN TEY |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAI LIENG NG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI KIAT TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEI LING NG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ZHI WEN LOW |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
AH MENG TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
AIK KUAN CHEAH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANNE GAIK LIN LIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ASIA AN KHONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
BENG TECK HEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAU SOON TIONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE NENG YONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN WOO KHOR |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHING MEI WAI |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOON HEE HAR |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUI CHIN LOH |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUI NGO KEONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
DORIS HONG GEK TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ENG CHAI LIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ENG ENG TAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
ENG HOO CHOO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
FAN HON CHONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG TING CHI |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
HEOK KENG ENG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
HOAY NEE KHOO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
HONG CHU CHIA |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
HOOI JING TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HUEY PING TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KAM LAI WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KENG HUA HOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KENG WOH LEONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KHENG SIANG LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KHOW CHING CHEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KOOI HIANG OOI | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE LEE NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE SIANG LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEI FONG LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MENG YEP CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MOI HWA LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
XIN HUI KHOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YAH LING TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YAU KWANG CH’NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEE CHEN OH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEE SIANG ONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WEI YEE SOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEOK HONG LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WENG KONG CHOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEOK KIM KONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEW CHUNG LAU | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YIK SING ONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YIN FHAN CHOY | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YIN PENG SIN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YOKE FAR WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
NGIT KUAI CHEONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PEI HEE TEH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PENG LEONG TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PUI YEE YAP | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
RHUN YAN LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SAW LING QUAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SEE YONG LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SEET LEE YONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SEWU WAH TEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW ENG KWAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW FONG LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW KEEN CHOK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW LING TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SOCK KIEW LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SOK KEAN TIAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SOO KHENG TEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SOOI SEAN LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SWEE YIN CHONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WAI SEE NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WEI KEAT KOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WEI LIH CHONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WENG FUI CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
WENG HOE LAU | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEE TENG LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEW HENG KOEY | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YIIK YEK WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YIP HING WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YOKE LAN CHOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YU LEAN LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YONG MENG TEO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YONG QUAN LAW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YUEN LIAN CHEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YUEN WAH CHONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
AH WAH TING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHAN THONG LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHONG KEOW CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HONG YEAN LUM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KOK TONG MOK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LAI NGO EU | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LAY PENG KUOK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LI WEI LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LI YEE LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MOOI MOOI HEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PUI FONG CHONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
BING BOON CHONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
BOON KWAN YEAP | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
BOON SIN QUAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHAI YIN SIOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHAO WEY QUAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHEE HONG ANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHEE RAI LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHIA YEE TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHIN CHEW SO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHIN SENG TEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHING HWA WOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHING WEI TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SENG LOY CHEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW SENG LOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YAN YAT HAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHOOI NAI NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHOW HELEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHU LENG CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHUEN YUONG CHEW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHUN KIT SOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHUN YEW YEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
ERIC SZE HERN CHEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
FOON YIN CHOONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
GUAT LEE TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HAM FAH CHIN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HAW LEONG LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HAW SYUAN CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HIONG LANG LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HO CHENG CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HOCK CHOON LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HOCK GUAN YEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HOCK MING TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HOU TING CHONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HUI FANG TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HUI LING ONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
JACKIE CHOOI LIN LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
JIANG WEN NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
JOO LIANG YEK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHOI CHOI WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIOK YING HEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
THAI LIM NGAI | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
AH THYE SUM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KAM HONG YONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SAN WAH LING @ SIN WAH LIN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YIN MAI WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CYNTHIA SHING YEH CHE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
FRANCIS @ PERNG LI YONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KEE BING WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KEE HIAN WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE HUANG NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
OOI LING ONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
ROYCE KAO TZIAT YEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
TIAM LAI TAN@ YOKE FOONG CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHUN YING WU | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
NAN ANN LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SENG DIONG TIANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
DENNIS SOON CHIN LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PEAK CHOO LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
JOSEPH KAI WEI KOR | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KAI CHEONG LOKE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KAR MIN SOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KAR YAN KONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KAR YEE KONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KEA CHAI LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KEAN HOONG WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KEAN MING WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KEAT KOK YEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KENG LENG CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KHAI WAI LOW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KIN PAO KONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KING YONG KEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KOK KEONG PEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KOK SHOONG NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KOOI LEAN OOI | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KOOI SIM TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KUN SENG CHEW | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KYE SWEN KHOR | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LAY KIM KUOK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEAN KEONG TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE CHEN DEO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE HOW CHIN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE WEN WOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE YEE CHEONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LENG LENG GOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEONG SENG WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIAN HUI TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEE GOKE TANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHIEW TEE WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SHIN JOWL TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIM HONG CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIP TATT YAP | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIZA CHIEW WEI WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LUIS R DUTAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEE CHAN WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEE CHOO BEH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEI HAR TEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEI LING TEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MENG KWAN LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEOW NING ANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MICHELLE KUAN WEI SHIA | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MING YONG LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MOOI SUAN BEH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PAK LING LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PEI XIAN CHAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PEIK HOON TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
POH TEE KHOO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
POH YEE ONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
POOI LING PANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PRASERT SAE LOI @ BOON KEAN LOI | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
PU YUN LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
REN HAO PANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SAW PHAIK CHEAH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SEE FONG YAP | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SEEN HENG LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SEK FOO LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SENG YI NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SHEUE NIE TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEN CHUEN TEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW HONG TEO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
JOO HENG LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
YEE JING WONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
BENJAMIN ENG KEEN ONG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
NAI FOO YEAP | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
MEI LING TEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SIEW YOKE TAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SAU PING PAT LAI | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHUN LOONG TEOH | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
RENE CAMPOS | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIP CHIN HO | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
BEE HONG ANG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
FU KANG CHOR | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIN LIN LIM | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SENG SEONG U | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
BENG SENG SOOI | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
SING KIONG TING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
AH CHU TING @ KOK CHENG TING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
JOGINDER KAUR A/P GIAN SINGH @ KINA S | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KIM FOONG LEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHANG CHIANG JU | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHEW SOON HOCK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HOOI HAR NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
HOOI HOE NG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHANG CHONG CHIEK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHEAH LAY JAN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHIA NOI KEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
CHONG BENG GEOK | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
FOO AIK SEN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
GOH LI LING | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
KHOR KENG BENG | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LEE LI SEE | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
LIONG KHIM YUN | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| 0.00 | |
NG KONG SOON |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGAN SIEW CHIN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN KAR YIAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
PANG AH SENG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TANG LOO SEE |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
TOH LAN KIM |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAN LAI KUAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN HEONG CHIA |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
JEFFREY ANAK LUKE JELY |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG SWEE YIN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YA YOKE CHUAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA GET KIANG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOY SAU KHUAN |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAW LEE ENG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YING HO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG YOKE CHOO |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG POW LEONG |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGU GOH HUI |
|
|
4,500 |
|
|
|
4,500 |
|
|
|
- |
|
|
|
0.00 |
|
TAN BOON YEE |
|
|
4,500 |
|
|
|
4,500 |
|
|
|
- |
|
|
|
0.00 |
|
HOW KHOON MENG |
|
|
4,500 |
|
|
|
4,500 |
|
|
|
- |
|
|
|
0.00 |
|
HSU YUAN, HSIAN-WAN |
|
|
4,300 |
|
|
|
4,300 |
|
|
|
- |
|
|
|
0.00 |
|
KUO TING-YEN |
|
|
4,300 |
|
|
|
4,300 |
|
|
|
- |
|
|
|
0.00 |
|
LIN SIEW MEI |
|
|
4,187 |
|
|
|
4,187 |
|
|
|
- |
|
|
|
0.00 |
|
MEI CHING JOO |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LUM LEE CHIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAP SENG FUNG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH YIN SOON |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN FA HOY |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA SIN HOCK |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG CHYE HOON |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAI KAR YAN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEONG LING |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW LIM LAY BENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIEW POH IM |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN KAM SOON |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN KIM MEEI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN SIEW CHING |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN SIN MOOI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOO CHIEH TA |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOONG MOOI MOOI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUAH SIONG TENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CYNTHIA LOH MEI OON |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
GAN AH TOOH |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH SIEW BIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
HIEW HUEI PANG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
HOO MEI SING |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
IVY LOW CHIEW NI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOR KOON HOE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOH CHEE YONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOR KOK KEONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM AH CHONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHOON JUAN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SIEW YING |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE WAI SENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW KIAM KHEN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW KIM NYEAN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM BING LING |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM HONG CHOONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM OON SIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM SOK PENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LING YOON CHANG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH CHUI CHUI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOK YUH TENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOW WEY LIANG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG BOON GHEE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG KIEW HEONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG SENG FANG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
OH KAH LEE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
OH SANG SIK |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG SHUE LING |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI KEAN HONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
PAN KOK KEE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
PHANG PEI LIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUTT YOKE POI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
QUAH LAY HOOI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUM LYE YENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAI CHOO YOKE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN CHIN KHEONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN CHOON CHUI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN LIAN WEI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN LIE HAU |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TANG SIANK CHIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEOH MENG PIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TUNG MAY YOKE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG MEE KAM |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG MEI NGOH |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEM HUI KIM |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHANG MEI HUI |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEO KUET TZE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN KIM AN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG MEI KENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN POH YIN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
HING PUI LEE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHOW YOONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM SEOW FON |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM YEOK LEAN |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN KEE SIONG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEAH SIN CHYE |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE WAI CHENG |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM SEN HUAI |
|
|
3,985 |
|
|
|
3,985 |
|
|
|
- |
|
|
|
0.00 |
|
PHOENIX PLUS HOLDING SDN BHD |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
TAN PEI LENG |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHU SOO LING |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
HO YEEK MING |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
NG HAEN JIAN |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
THUM KUM WYE |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
TING SING CHUNG |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
- |
|
|
|
0.00 |
|
ONG YEE LYN |
|
|
3,080 |
|
|
|
3,080 |
|
|
|
- |
|
|
|
0.00 |
|
THIAN KAH TUCK |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAP GEOK HWA |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUET MOOI TAN |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN KIM FEN |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE KIM SIONG |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW SEAN KOR |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW TONG HON |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA MING MING |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG GAIK CHENG |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOONG YAN SANG |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAY JUN JIE |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
FRANCIS PERNG LI YONG |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI MEI FANG |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIEW SIN TAN |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHOON HAN LEE |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
SOCK HWA LIM |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
THIAM CHAI LEE |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
TZE SHIAN OOI |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
KOW FOONG LEE |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
WOAN SHIN TOH |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
YI SHENG YONG |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
MOOI CHOO LEE |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN FATT WONG |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHOI HAR CHAN |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
KAM TAI YANG |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
KOON SIM NG |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE FUN TENG |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE WAI JAN |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHEE YUEN SIAW |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN YEE OON |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
JOO WEI TAN |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
KAR LING MOY |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
LIH LING SOOI |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
LIH WEN SOOI |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
LING YEOK TAN |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
MOO TAN TEH |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
CHEN JUNG KET |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
BAK CHOO TAN |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
LIM CHAI LENG |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
TAY YEK CHIEW |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
0.00 |
|
NG LEAN HUAT |
|
|
2,200 |
|
|
|
2,200 |
|
|
|
- |
|
|
|
0.00 |
|
LEE AI PIN |
|
|
2,200 |
|
|
|
2,200 |
|
|
|
- |
|
|
|
0.00 |
|
TENG AH CHOY |
|
|
2,200 |
|
|
|
2,200 |
|
|
|
- |
|
|
|
0.00 |
|
MARGARET LIM |
|
|
2,200 |
|
|
|
2,200 |
|
|
|
- |
|
|
|
0.00 |
|
LEE HOAY SAN |
|
|
2,020 |
|
|
|
2,020 |
|
|
|
- |
|
|
|
0.00 |
|
WONG KOK CHUEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEW YEE CIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG KOK LEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH SOON YONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN TEIK MENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
AZAM MUDZAFFAR BIN OTHMAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAI LEE WAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KUAN YOKE FONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG MUN KIT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG HOCK SIANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NIUN LILY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
BEH LAY POH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIW PIK CHIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE THIAM KHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIN LEK PHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG NYOK MOY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN BENG LOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YANG CHEE HOAY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEH SIEW BEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SIM WEI BEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEY YEN SIEW |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG KUNG SIAH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW MIN LONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE TUCK KEIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG WEI SING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
MOO SWEE LIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HO SOOK KEAM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NURUL SAFA LIM BINTI ABDULLAH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
PHUAH KEE HUAH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE LEE CHIA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG KAH KI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WOO CHI KIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN FOOK SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE ZHAO ING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG SIANG CHIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG LAN CHING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG EE THIAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG HOCK LOO |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SEE WAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG YOKE MUI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TIMOTHY JIM ENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OH ANG SANG & OH ENG SANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHO YANG YANG BILLY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
EWE BOON KOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KUMUTHAM A/P RAJOO |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YUEN QING NIAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG SWEE LEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HUANG XU XIANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH YUEN WAH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH CHIEW SIA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
POH SAIK PIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG BEE HWA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG SOON HENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG SUE KHOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
AW MOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
BAH CHANG XUN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CARMEN YONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAI FATT ANN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN LAI FONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN POH SIM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN SI YUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN WAH SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN WENG KWONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN YEN FATT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHANG CHEW KIT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHANG HUI YEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHARLES CHEE VUI KHONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEAH MEAR KAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEONG KAH LIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEONG KIN FONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW LI QIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA CHIN BONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA LI HUEY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN CHEE KHUEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN FOO YOONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN KAR LING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN KIEW KWONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOK YUN TAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG MEI HONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG MOK CHAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG SIEW HEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG SOON PENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG WEN YANN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOR KIM HOONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHOY KOK CHOONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUA SEE HOCK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUA TING TING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUAH SEAK HWA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUAH YONG XUANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUN LEAN SAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
DAVID NG PEI SHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
DWEE WAI HA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
EDDIE NORMAN VAZ |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ENG BEE YONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ENG CHUONG SHYUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ERIN PUNG XIU YI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
FIONA TAN EI HWA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
FONG TING HOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOO NYEN FOH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOO TUCK HENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
FOONG YOKE CHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
FREDDIE NG CHUN KIT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
GAN KAI LING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
GAN WEI JIEH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
GOH POH TIANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAH CHEE KEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAH KIN KEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAH LING HUI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAH SHIAU HUI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HAW KAH HEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HELEN SHIM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HIEW TEIK VOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HO HWEE GEOK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HO LAI KHUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HOE HOCK KEAT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HOO CHING CHING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
JOANNE CH’NG SUE IMM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KALIMUTHU A/L GOVINDASAMY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KENG SING HUAT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KENNETH NEO TERK CHERN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO JIN CHAO |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO KENG GIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO LAY CHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO TENG CHEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO WEI HAU |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOO YUIH CHYUN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHOR CHEE BOAY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOH SIEW PING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOK KWAI SUN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOK WAI HIEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG CHUN HERNG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KONG DING WEI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
KU YING CHYE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI WENG KIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM MEI KUEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAM WAN JOE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAU KOK CHOY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAW PENG MOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAWRENCE TANG ZHI QIAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEAN SZE LU |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE BEE PHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE BOON LONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHAI THUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHEE HIAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHIN KHOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHOW LIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE FOO YEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE KIM GUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE SOOK CHENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE WAI LING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YAP HUNG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YEAP KEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE YEOW THAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG MEI YING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG PUI KEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG YAO CHUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEOW XUE YING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW CHEE HOWE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW CHING MOAY |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW KEE BOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW KEN KIEW |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW KHIN SIANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW YEAN KIM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM CHENG KOOK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM GUAN JIE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM KAR PIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM KOK SWEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM MEA CHIAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM MUI GEIK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM SIEW MOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM SWEE MIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM TENG TENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM YOKE KHUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIONG LENG TAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LO TING KUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH NAN CHOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH SIEW LING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOH YE WAH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOO MEI YONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOO YOOK PIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOOI SUET HUI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOUIE XIN RU KIM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOW CHIN KEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
MAK WAI YEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
MOO AI NAH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG CHOR KUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG KENG LEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG LEE MENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG LING LONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG MUN AIK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG MUN SAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG WAI KEANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG WUAN SEAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGAN SIEOW HUI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGAN WAN CHIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NYEU HOOI PING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OH KENG YEANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG BENG CHOO |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG BOON PEI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG CHING CHUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG SAW CHOO |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
ONG YUN PING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OO AI MEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI BOON SEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI BOON SHIEH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI CHARD SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI CHEONG HEAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI GUAT HUA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HO LEE LEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI HEOI SAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI LEAN CHOO |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
OOI PEIK HOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
PARVEEN KAUR A/P AWTAR SINGH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
PHUN CHOONG PHOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
PIONG KOK CHONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
PONG POT NYONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
PUA CHEE KUAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SAY HUEY SHIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SEAK LAI GOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHU MEI CHIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOI MOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUBAGARAN A/L LETCHUMANAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SUBRAMANIAM A/L A MUTHUKARAPAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAI CHOON YIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAM ING HAUR |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN AEE @ TAN BOON SOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN CHUN YONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN HIANG BOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN HUI SIEW |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN LEONG SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN PEE YING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN PEK YANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN PENG TENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN SIO FUI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN SOO NGOH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN SZE MIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN TECK SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TANG KING HEOK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TANG YONG SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEH SOON LAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TENG SZE CHEW |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEOH SOAY ANG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEONG AH MAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEY EE LAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
THEN FOO SING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
THONG MEE MIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TING AAI HONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TIONG SIEW MING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TNEH HUN NGEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TOH MUN YEW |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEE CHOY TENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEE HON CHUNG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WEE TEO WEI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG BOON TONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG CHOY THAI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG HUN CHIAT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG LAI HWA |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG MUN FONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG SEET WAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG SIEW MOH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG SWEE YEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG YEE YING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG YOON MOOI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG YOON YIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAN LAI FONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YANG HUI SHEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAP CHIN LEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAP ENG KEONG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAP ZHEN YU |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YAU CHEW HUN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEAP HOCK HIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEONG YIP HING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG MEI CHI |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG WENG CHAN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YONG WENG KAM |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHONG SENG |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
HO YOKE FOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TING YEE PING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
MOHAMAD ANUAR BIN SAIDIN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
YIP YUEN TAT |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG CHAU JEUN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG AI REEN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
THAM WEI PING |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEOW YIT WOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE WAI YEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
BOON KIM SWEE |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
SOO PHAIK CHEOK |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN CHIN POH |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
TOH WEI LUR |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
WONG NG CHOON |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG KAH MUN |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
- |
|
|
|
0.00 |
|
JOANNE CHEAH YEE SWAN |
|
|
2,000 |
|
|
|
2,,000 |
|
|
|
- |
|
|
|
0.00 |
|
PHANG KHAR WEI |
|
|
1,983 |
|
|
|
1,983 |
|
|
|
- |
|
|
|
0.00 |
|
CLARE W TULUS |
|
|
1,900 |
|
|
|
1,900 |
|
|
|
- |
|
|
|
0.00 |
|
TAN YIH MEAN |
|
|
1,820 |
|
|
|
1,820 |
|
|
|
- |
|
|
|
0.00 |
|
KOH HEE LIAN |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
- |
|
|
|
0.00 |
|
LIEW YONG HUAT |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
- |
|
|
|
0.00 |
|
KOR HUR CHEN |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
- |
|
|
|
0.00 |
|
TAN KEAN WIN |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
- |
|
|
|
0.00 |
|
LIM KOK SEONG |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
- |
|
|
|
0.00 |
|
KAM YUEN YEE |
|
|
1,320 |
|
|
|
1,320 |
|
|
|
- |
|
|
|
0.00 |
|
YONG SIT FONG |
|
|
1,100 |
|
|
|
1,100 |
|
|
|
- |
|
|
|
0.00 |
|
TRICIA KONG YUN FUN |
|
|
1,100 |
|
|
|
1,100 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN SU SIM |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
HOONG LI KUO |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE BEE CHENG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHUA BOON BOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHONG SOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGAN BEE KIAW |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHO KHENG SIONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
THEN SHWU WON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
JEN HUI TEO |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOK HOONG CHEU |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
SHERN KWOK LIM |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAI HWEE HU |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LIM POH CHOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
FONG SIEW MOI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE CHUN WEI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE TUCK YEIN |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEH ENG LOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
HENG LEE KUAN |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG HUE BOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIN WHY LEONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEOK SOOK PENG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
TEOH AI MUI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG LAI CHOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHANG HUI CHIN |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG LEE LEE |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHAW HWEE YONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEE BEE HONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
WAN CHEN CHOK |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHAN KAH JUNE |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHEW SIEW ENG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
SU WEI SIONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN POH ENG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI YEW HONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEE TUCK LOONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LEONG KANG WEI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
ANG CHAN OOI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
CHIA YIT MEI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
KHAW GUAT HOON |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAI YEIN HONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOW YEONG KEONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG KHENG HANG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NGU CHANG YUAN |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAM WEI YEE |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN YONG CHEN |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
NG GUAN HWA |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
YEOH CHE CHIAN |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
PEONG SIOW FONG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
TAN CHEE WEI |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
KOAY SEE BENG |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LOO AH MOY |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
LAU LAY PING |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
- |
|
|
|
0.00 |
|
HO AIK HONG |
|
|
800 |
|
|
|
800 |
|
|
|
- |
|
|
|
0.00 |
|
GOOI MING SHENG |
|
|
700 |
|
|
|
700 |
|
|
|
- |
|
|
|
0.00 |
|
KOH KIM SAI |
|
|
700 |
|
|
|
700 |
|
|
|
- |
|
|
|
0.00 |
|
WON NGAR TENG |
|
|
500 |
|
|
|
500 |
|
|
|
- |
|
|
|
0.00 |
|
CHONG ZHI YING |
|
|
350 |
|
|
|
350 |
|
|
|
- |
|
|
|
0.00 |
|
LING CHEK PING |
|
|
350 |
|
|
|
350 |
|
|
|
- |
|
|
|
0.00 |
|
SEAH AH HENG |
|
|
350 |
|
|
|
350 |
|
|
|
- |
|
|
|
0.00 |
|
Total |
|
|
35,214,516 |
|
|
|
30,269,516 |
|
|
|
4,945,000 |
|
|
|
6.50 |
|
(1)
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable
into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof
are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership
of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite such stockholder’s name.
SELLING
STOCKHOLDERS PLAN OF DISTRIBUTION
Our
common stock is presently quoted on the OTC Markets – Pink Sheets under the symbol “AATP”. Although there is currently
a bid and offer quotation for the common stock, such bid and offer are for limited and insignificant number of shares. The last sale
price recorded was $4.01 per share on August 2, 2022. Because trading has been sporadic and irregular, there is no established
public trading market for our common stock.
The
selling stockholders will offer and sell their shares of common stock being offered under this prospectus at $6.50 per share on the OTC
Markets – Pink Sheets under the symbol “AATP” or in private transactions for the duration of this offering or until
the shares are listed on a national securities exchange at which time the selling stockholders and any of their pledgees, donees, assignees
and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus
on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. We have
applied to list our common stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “ATPC”.
No assurance can be given that our application will be approved.
The selling stockholders may use
any one or more of the following methods when disposing of shares:
|
● |
ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers; |
|
● |
block trades
in which the broker-dealer will attempt to sell the shares as agent but may position; and resell a portion of the block as
principal to facilitate the transaction; |
|
● |
purchases by
a broker-dealer as principal and resales by the broker-dealer for its account; |
|
● |
an exchange distribution
in accordance with the rules of the applicable exchange; |
|
● |
privately negotiated
transactions; |
|
● |
to cover short
sales made after the date that the registration statement of which this prospectus is a part is declared effective by the
SEC; |
|
● |
broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
|
● |
a combination
of any of these methods of sale; and |
|
● |
any other method
permitted pursuant to applicable law. |
The
shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for a selling stockholder, rather
than under this prospectus. The selling stockholders have the sole and absolute discretion not to accept any purchase offer or
make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.
The
selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling
stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to
the extent permitted by applicable law.
If
sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective
amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required
to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.
The
selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may
be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions
received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
discount under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell
shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their
underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective
amendment to the registration statement of which this prospectus is a part.
The
selling stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus
will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation
M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling
stockholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and other activities with respect to those securities for a specified period of
time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations
may affect the marketability of the shares.
Rule
2710 requires members firms to satisfy the filing requirements of Rule 2710 in connection with the resale, on behalf of selling
stockholders, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a Selling
Stockholder intends to sell any of the shares registered for resale in this prospectus through a member of FINRA participating
in a distribution of our securities, such member is responsible for insuring that a timely filing, if required, is first made
with the Corporate Finance Department of FINRA and disclosing to FINRA the following:
|
● |
it intends to
take possession of the registered securities or to facilitate the transfer of such certificates; |
|
● |
the complete
details of how the selling stockholders’ shares are and will be held, including location of the particular accounts; |
|
● |
whether the member
firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type
of payment transaction with the selling stockholders, including details regarding any such transactions; and |
|
● |
in the event
any of the securities offered by the selling stockholders are sold, transferred, assigned or hypothecated by any Selling Stockholder
in a transaction that directly or indirectly involves a member firm of FINRA or any affiliates thereof, that prior to or at
the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with
the Corporate Finance Department of FINRA for review. |
No
FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule 2710, in connection with the
resale of the securities by the selling stockholders, which total compensation may not exceed 8%.
If
any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under
this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement
is filed, naming such holders. We offer no assurance as to whether any of the selling stockholders will sell all or any portion
of the shares offered under this prospectus.
We
have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus.
However, each selling stockholder and purchaser is responsible for paying any discount, and similar selling expenses
they incur.
We
and the selling stockholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection
with this prospectus, including liabilities under the Securities Act.
LEGAL
MATTERS
Certain
legal matters with respect to the validity of the shares of common stock offered hereby and
U.S. federal securities law will be passed upon for us by Loeb & Loeb LLP, New York,
New York. Legal matters as to Malaysia law will be passed upon for us by Lee & Poh
Partnership. Loeb & Loeb, LLP may rely upon Lee & Poh Partnership. with
respect to matters governed by Malaysian law. Hunter Taubman Fischer & Li LLC is acting
as U.S. securities counsel for the Underwriter. Lee & Poh Partnership is
acting as Malaysia counsel for the Underwriter.
AGAPE
ATP CORPORATION
30,269,516 Shares of
Common Stock
PROSPECTUS
You
should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give
information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is
correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or the sale of these
securities.
Until ,
2023, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter with
respect to their unsold subscriptions.
The
date of this prospectus is , 2023
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set
forth below is an estimate (except for SEC registration and FINRA filing fees, which are actual) of the approximate amount of
the types of fees and expenses listed below that were paid or are payable by us in connection with the issuance and distribution
of the shares of common stock to be registered by this registration statement.
Item | |
Amount
to be paid | |
SEC registration fee | |
$ | 31,747 | |
FINRA filing fee | |
| 63,300 | |
Nasdaq listing fee | |
| 75,000 | |
Legal fees and expenses | |
| 275,000 | |
Accounting fees and expenses | |
| 85,000 | |
U.S. GAAP Consulting | |
| 79,288 | |
Transfer agent fees and expenses | |
| 5,000 | |
Underwriter expense reimbursement | |
| 254,500 | |
Printing and engraving expenses | |
| 7,500 | |
Miscellaneous
expenses | |
| 2,500 | |
Total | |
$ | 878,834 | |
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The
Company’s directors and executive officers are indemnified as provided by the Nevada Revised Statutes and its Bylaws. These
provisions state that the Company’s directors may cause the Company to indemnify a director or former director against all
costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred
by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or
satisfy a judgment. Such indemnification is at the discretion of the Company’s board of directors and is subject to the
Securities and Exchange Commission’s policy regarding indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, The Company has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
ITEM
15. RECENT SALE OF UNREGISTERED SECURITIES
No
underwriter were involved in the issuance of the securities noted below. All of the securities issued below were deemed to be
exempt from registration under the Securities Act in reliance upon Regulation S for offerings made outside of the United States.
|
●
|
On
April 5, 2017, the Company acquired Agape ATP Corporation, a company incorporated in Labuan, Malaysia. |
|
|
|
|
●
|
On
April 10, 2017, the Company issued 245,000,000 and 70,000,000 shares of common stock to Dr. How Kok Choong and HKC Holdings
Sdn Bhd respectively, each with a par value of $0.0001 per share, for total additional working capital of $31,500. HKC Holdings Sdn
Bhd is owned and controlled by Dr. How Kok Choong who is our chief executive officer, chief operating officer, chairman of
the board of Directors, Director and secretary. |
|
|
|
|
●
|
On
May 8, 2020, the Company acquired approximately 99.99% of the issued share capital of Agape Superior Living Sdn Bhd, a company incorporated
in Malaysia from Dr. How Kok Choong. |
ITEM
16. EXHIBITS AND FINANCIAL STATEMENTS
Exhibits
See
the Exhibit Index attached to this registration statement, which is incorporated by reference herein.
ITEM
17. UNDERTAKINGS
The
undersigned registrant hereby undertakes to:
(1)
File, during any period in which offers or sells are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii)
and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 and Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia, on April 14, 2023.
|
AGAPE
ATP CORPORATION |
|
|
|
|
By:
|
/s/
How Kok Choong |
|
Name: |
How
Kok Choong |
|
Title: |
Director,
Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Secretary
(Principal
Executive Officer) |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of How Kok Choong and Lee Kam Fan Andrew as attorneys-in-fact with
full power of substitution for him or her in any and all capacities to do any and all acts and all things and to execute any and all
instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act
of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission
thereunder, in connection with the registration under the Securities Act of shares of common stock of the registrant (the “Shares”),
including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below
to the Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission
with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements
are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to
Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration
Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration
Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
How Kok Choong |
|
Chief
Executive Officer, Chief Operating Officer, Director, Chairman of the Board of Directors and Secretary |
|
April 14, 2023 |
How
Kok Choong |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Lee Kam Fan Andrew |
|
Chief
Financial Officer |
|
April 14, 2023 |
Lee
Kam Fan Andrew |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/
Tjong Budisantoso |
|
Director
|
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April 14, 2023 |
Tjong Budisantoso |
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EXHIBIT
INDEX
Exhibit
Number |
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Description
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1.1 |
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Form of Underwriting Agreement |
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3.1**
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Articles of Incorporation of the Registrant, as currently in effect |
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3.2**
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Bylaws of the Registrant, as currently in effect |
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3.3*
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Amended
and Restated Articles of Incorporation of the Registrant (effective upon closing of the offering) |
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3.4*
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Amended
and Restated Bylaws of the Registrant (effective upon closing of the offering) |
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4.1*
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Registrant’s
Specimen Certificate for Common Stock |
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4.2* |
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Form of Underwriter’s Warrant |
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5.1*
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Opinion
of Loeb & Loeb LLP as to the legality of the securities being registered |
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10.1** |
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Direct Sales Licence of Agape Superior Living Sdn. Bhd. issued by Ministry of Domestic Trade, dated April 20, 2018 |
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10.2** |
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Tenancy Agreement by and between Canggih Pesaka Sdn Bhd and Agape Superior Living Sdn. Bhd., dated April 20, 2018 |
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10.3 |
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Warehousing and Distribution Agreement between Agape Superior Living Sdn Bhd and City-Link Express (M) Sdn Bhd dated January 12, 2021 |
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10.4 |
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Renewal of Warehousing and Distribution Agreement between Agape Superior Living Sdn Bhd and City-Link Express (M) Sdn Bhd dated January 10, 2023 |
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10.5 |
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Tenancy Agreement between Guan Kee Machinery & Equipment (M) Sdn Bhd and Agape Superior Living Sdn Bhd dated July 30, 2022. |
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10.6# |
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Tenancy Agreement between Banjaran Purnama Sdn Bhd and Agape Superior Living Sdn Bhd dated November 19, 2021 |
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10.7# |
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Tenancy Agreement between Canggih Pesaka Sdn Bhd and Agape Superior Living Sdn Bhd dated August 25, 2021 for Lot 1705-1708, 17th Floor, Tower 2, Fable Towers |
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10.8# |
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Tenancy Agreement between Canggih Pesaka Sdn Bhd and Agape Superior Living Sdn Bhd dated August 25, 2021 for Lot 1605-1606, 16th Floor, Tower 2, Fable Towers |
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10.9# |
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Tenancy Agreement between See Li Chiann and Agape Superior Living Sdn. Bhd. and Terence W Tulus dated October 1, 2021 |
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10.10* |
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Executive Director Agreement with Dr. How Kok Choong |
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10.11# |
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Executive Director Agreement with Mr. Tjong Budisantoso, PhD |
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10.12** |
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Executive Employment Agreement with Mr. Lee Kam Fan |
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10.13** |
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Independent Director Agreement with Mr. Ramesh Ruben Louis
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10.14 |
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Form of Independent Director Agreement with Professor Dr. John Hing Vong
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10.15 |
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Form of Independent Director Agreement with Mr. Chee Chin Aik |
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21.1**
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List of Subsidiaries of the Registrant |
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23.1 |
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Consent of Marcum Asia CPAs LLP, an independent public accounting registered firm |
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23.2
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Consent of Friedman, LLP, an independent registered public accounting firm |
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23.3* |
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Consent of Loeb & Loeb LLP (included in Exhibit 5.1) |
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23.4* |
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Consent of Lee
& Poh Partnership. |
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24.1
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Power
of Attorney (included on signature page) |
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107 |
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Filing Fee Table |
*
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To
be filed by amendment. |
** |
Previously filled |
# |
Certain identified information redacted pursuant to Item 601(b)(10)(iv) of Regulation
S-K.
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