CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, …

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UOB KAY HIAN SECURITIES (M) SDN BHD (Registration No. 199001003423 (194990-K)) (A Participating Organisation of Bursa Malaysia Securities Berhad) [This Prospectus has been registered by the SC. The registration of this Prospectus should not be taken to indicate that the SC recommends the offering or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in this Prospectus. The SC has not, in any way, considered the merits of our Shares being offered for investment.] The SC and Bursa Securities are not liable for any non-disclosure on the part of Cnergenz and take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability for any loss you may suffer arising from or in reliance upon the whole or any part of the contents of this Prospectus. NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER 6 MONTHS FROM THE DATE OF THIS PROSPECTUS. INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 30. THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL CONSIDERATION. THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS A PROPOSAL NOT REQUIRING APPROVAL, AUTHORISATION OR RECOGNITION OF THE SC UNDER SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007. THIS PROSPECTUS IS DATED [] THIS PROSPECTUS HAS NOT BEEN REGISTERED BY THE SECURITIES COMMISSION MALAYSIA (“SC”). THE INFORMATION IN THIS PROSPECTUS MAY BE SUBJECT TO FURTHER AMENDMENTS BEFORE BEING REGISTERED BY THE SC. UNDER NO CIRCUMSTANCES SHALL THIS PROSPECTUS CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE SECURITIES. P R O S P E C T U S CNERGENZ BERHAD (Registration No. 202101026123 (1426423-D)) (Incorporated in Malaysia) INITIAL PUBLIC OFFERING (“IPO”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF CNERGENZ BERHAD (“CNERGENZ”) ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING:- (A) A PUBLIC ISSUE OF 100,000,000 NEW ORDINARY SHARES IN CNERGENZ (“SHARE(S)”) (“ISSUE SHARE(S)”) IN THE FOLLOWING MANNER:- (I) 25,000,000 ISSUE SHARES MADE AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC; (II) 10,000,000 ISSUE SHARES RESERVED FOR APPLICATION BY OUR ELIGIBLE DIRECTORS AND EMPLOYEES AS WELL AS PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF OUR GROUP; (III) 52,750,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED INSTITUTIONAL AND/OR SELECTED INVESTORS; AND (IV) 12,250,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY, MALAYSIA (“MITI”); AND (B) AN OFFER FOR SALE OF UP TO 50,000,000 EXISTING ORDINARY SHARES IN CNERGENZ (“OFFER SHARE(S)”) BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MITI; AT AN ISSUE PRICE/OFFER PRICE OF RM[] PER ISSUE SHARE/OFFER SHARE, PAYABLE IN FULL UPON APPLICATION. Principal Adviser, Sponsor, Underwriter and Placement Agent

Transcript of CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, …

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THIS PROSPECTUS HAS NOT BEEN REGISTERED BY THE SECURITIES COMMISSION MALAYSIA (“SC”). THE INFORMATION IN THIS PROSPECTUS MAY BE SUBJECT TO FURTHER AMENDMENTS BEFORE BEING REGISTERED BY THE SC. UNDER NO CIRCUMSTANCES SHALL THIS PROSPECTUS CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE SECURITIES.

P R O S P E C T U S

CNERGENZ BERHAD (Registration No. 202101026123 (1426423-D))

(Incorporated in Malaysia) INITIAL PUBLIC OFFERING (“IPO”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF CNERGENZ BERHAD (“CNERGENZ”) ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING:- (A) A PUBLIC ISSUE OF 100,000,000 NEW ORDINARY SHARES IN CNERGENZ (“SHARE(S)”) (“ISSUE

SHARE(S)”) IN THE FOLLOWING MANNER:-

(I) 25,000,000 ISSUE SHARES MADE AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC;

(II) 10,000,000 ISSUE SHARES RESERVED FOR APPLICATION BY OUR ELIGIBLE DIRECTORS AND EMPLOYEES AS WELL AS PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF OUR GROUP;

(III) 52,750,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED INSTITUTIONAL AND/OR SELECTED INVESTORS; AND

(IV) 12,250,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY, MALAYSIA (“MITI”);

AND

(B) AN OFFER FOR SALE OF UP TO 50,000,000 EXISTING ORDINARY SHARES IN CNERGENZ (“OFFER

SHARE(S)”) BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MITI;

AT AN ISSUE PRICE/OFFER PRICE OF RM[●] PER ISSUE SHARE/OFFER SHARE, PAYABLE IN FULL UPON APPLICATION.

Principal Adviser, Sponsor, Underwriter and Placement Agent

UOB KAY HIAN SECURITIES (M) SDN BHD

(Registration No. 199001003423 (194990-K)) (A Participating Organisation of Bursa Malaysia Securities Berhad)

[This Prospectus has been registered by the SC. The registration of this Prospectus should not be taken to indicate that the SC recommends the offering or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in this Prospectus. The SC has not, in any way, considered the merits of our Shares being offered for investment.]

The SC and Bursa Securities are not liable for any non-disclosure on the part of Cnergenz and take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability for any loss you may suffer arising from or in reliance upon the whole or any part of the contents of this Prospectus.

NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER 6 MONTHS FROM THE DATE OF THIS PROSPECTUS. INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 30.

THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL CONSIDERATION. THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS A PROPOSAL NOT REQUIRING APPROVAL, AUTHORISATION OR RECOGNITION OF THE SC UNDER SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007.

THIS PROSPECTUS IS DATED []

THIS PROSPECTUS HAS NOT BEEN REGISTERED BY THE SECURITIES COMMISSION MALAYSIA (“SC”). THE INFORMATION IN THIS PROSPECTUS MAY BE SUBJECT TO FURTHER AMENDMENTS BEFORE BEING REGISTERED BY THE SC. UNDER NO CIRCUMSTANCES SHALL THIS PROSPECTUS CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE SECURITIES.

P R O S P E C T U S

CNERGENZ BERHAD (Registration No. 202101026123 (1426423-D))

(Incorporated in Malaysia) INITIAL PUBLIC OFFERING (“IPO”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF CNERGENZ BERHAD (“CNERGENZ”) ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING:- (A) A PUBLIC ISSUE OF 100,000,000 NEW ORDINARY SHARES IN CNERGENZ (“SHARE(S)”) (“ISSUE

SHARE(S)”) IN THE FOLLOWING MANNER:-

(I) 25,000,000 ISSUE SHARES MADE AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC;

(II) 10,000,000 ISSUE SHARES RESERVED FOR APPLICATION BY OUR ELIGIBLE DIRECTORS AND EMPLOYEES AS WELL AS PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF OUR GROUP;

(III) 52,750,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED INSTITUTIONAL AND/OR SELECTED INVESTORS; AND

(IV) 12,250,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY, MALAYSIA (“MITI”);

AND

(B) AN OFFER FOR SALE OF UP TO 50,000,000 EXISTING ORDINARY SHARES IN CNERGENZ (“OFFER

SHARE(S)”) BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MITI;

AT AN ISSUE PRICE/OFFER PRICE OF RM[●] PER ISSUE SHARE/OFFER SHARE, PAYABLE IN FULL UPON APPLICATION.

Principal Adviser, Sponsor, Underwriter and Placement Agent

UOB KAY HIAN SECURITIES (M) SDN BHD

(Registration No. 199001003423 (194990-K)) (A Participating Organisation of Bursa Malaysia Securities Berhad)

[This Prospectus has been registered by the SC. The registration of this Prospectus should not be taken to indicate that the SC recommends the offering or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in this Prospectus. The SC has not, in any way, considered the merits of our Shares being offered for investment.]

The SC and Bursa Securities are not liable for any non-disclosure on the part of Cnergenz and take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability for any loss you may suffer arising from or in reliance upon the whole or any part of the contents of this Prospectus.

NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER 6 MONTHS FROM THE DATE OF THIS PROSPECTUS. INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 30.

THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL CONSIDERATION. THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS A PROPOSAL NOT REQUIRING APPROVAL, AUTHORISATION OR RECOGNITION OF THE SC UNDER SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007.

THIS PROSPECTUS IS DATED []

THIS PROSPECTUS HAS NOT BEEN REGISTERED BY THE SECURITIES COMMISSION MALAYSIA (“SC”). THE INFORMATION IN THIS PROSPECTUS MAY BE SUBJECT TO FURTHER AMENDMENTS BEFORE BEING REGISTERED BY THE SC. UNDER NO CIRCUMSTANCES SHALL THIS PROSPECTUS CONSTITUTE AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE SECURITIES.

P R O S P E C T U S

CNERGENZ BERHAD (Registration No. 202101026123 (1426423-D))

(Incorporated in Malaysia) INITIAL PUBLIC OFFERING (“IPO”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF CNERGENZ BERHAD (“CNERGENZ”) ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING:- (A) A PUBLIC ISSUE OF 100,000,000 NEW ORDINARY SHARES IN CNERGENZ (“SHARE(S)”) (“ISSUE

SHARE(S)”) IN THE FOLLOWING MANNER:-

(I) 25,000,000 ISSUE SHARES MADE AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC;

(II) 10,000,000 ISSUE SHARES RESERVED FOR APPLICATION BY OUR ELIGIBLE DIRECTORS AND EMPLOYEES AS WELL AS PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF OUR GROUP;

(III) 52,750,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED INSTITUTIONAL AND/OR SELECTED INVESTORS; AND

(IV) 12,250,000 ISSUE SHARES BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY, MALAYSIA (“MITI”);

AND

(B) AN OFFER FOR SALE OF UP TO 50,000,000 EXISTING ORDINARY SHARES IN CNERGENZ (“OFFER

SHARE(S)”) BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MITI;

AT AN ISSUE PRICE/OFFER PRICE OF RM[●] PER ISSUE SHARE/OFFER SHARE, PAYABLE IN FULL UPON APPLICATION.

Principal Adviser, Sponsor, Underwriter and Placement Agent

UOB KAY HIAN SECURITIES (M) SDN BHD

(Registration No. 199001003423 (194990-K)) (A Participating Organisation of Bursa Malaysia Securities Berhad)

[This Prospectus has been registered by the SC. The registration of this Prospectus should not be taken to indicate that the SC recommends the offering or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in this Prospectus. The SC has not, in any way, considered the merits of our Shares being offered for investment.]

The SC and Bursa Securities are not liable for any non-disclosure on the part of Cnergenz and take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability for any loss you may suffer arising from or in reliance upon the whole or any part of the contents of this Prospectus.

NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER 6 MONTHS FROM THE DATE OF THIS PROSPECTUS. INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 30.

THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL CONSIDERATION. THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS A PROPOSAL NOT REQUIRING APPROVAL, AUTHORISATION OR RECOGNITION OF THE SC UNDER SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007.

THIS PROSPECTUS IS DATED []

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RESPONSIBILITY STATEMENTS

OUR DIRECTORS, PROMOTERS AND SELLING SHAREHOLDERS (AS DEFINED HEREIN) HAVE SEEN AND APPROVED THIS PROSPECTUS. THEY COLLECTIVELY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS. HAVING MADE ALL REASONABLE ENQUIRIES, AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THEY CONFIRM THAT THERE IS NO FALSE OR MISLEADING STATEMENT OR OTHER FACTS WHICH IF OMITTED, WOULD MAKE ANY STATEMENT IN THIS PROSPECTUS FALSE OR MISLEADING. UOB KAY HIAN SECURITIES (M) SDN BHD (“UOBKH”), BEING OUR PRINCIPAL ADVISER, SPONSOR, UNDERWRITER AND PLACEMENT AGENT IN RELATION TO OUR IPO, ACKNOWLEDGES THAT, BASED ON ALL AVAILABLE INFORMATION, AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, THIS PROSPECTUS CONSTITUTES A FULL AND TRUE DISCLOSURE OF ALL MATERIAL FACTS CONCERNING OUR IPO.

STATEMENTS OF DISCLAIMER

[APPROVAL HAS BEEN OBTAINED FROM BURSA SECURITIES ON [●] FOR THE LISTING OF AND QUOTATION FOR OUR SHARES BEING OFFERED. ADMISSION TO THE OFFICIAL LIST OF BURSA SECURITIES IS NOT TO BE TAKEN AS AN INDICATION OF THE MERITS OF OUR IPO, CNERGENZ OR OUR SHARES.] [THIS PROSPECTUS, TOGETHER WITH THE APPLICATION FORMS (AS DEFINED HEREIN), HAS ALSO BEEN LODGED WITH THE REGISTRAR OF COMPANIES OF MALAYSIA, WHO TAKES NO RESPONSIBILITY FOR ITS CONTENTS.]

OTHER STATEMENTS YOU SHOULD NOTE THAT YOU MAY SEEK RECOURSE UNDER SECTIONS 248, 249 AND 357 OF THE CAPITAL MARKETS AND SERVICES ACT 2007 (“CMSA”) FOR BREACHES OF SECURITIES LAWS INCLUDING ANY STATEMENT IN THIS PROSPECTUS THAT IS FALSE, MISLEADING, OR FROM WHICH THERE IS A MATERIAL OMISSION; OR FOR ANY MISLEADING OR DECEPTIVE ACT IN RELATION TO THIS PROSPECTUS OR THE CONDUCT OF ANY OTHER PERSON IN RELATION TO CNERGENZ. OUR SHARES LISTED ON BURSA SECURITIES ARE OFFERED TO THE PUBLIC ON THE PREMISE OF FULL AND ACCURATE DISCLOSURE OF ALL MATERIAL INFORMATION CONCERNING OUR IPO, FOR WHICH ANY PERSON SET OUT IN SECTION 236 OF THE CMSA, IS RESPONSIBLE. [OUR SHARES ARE CLASSIFIED AS SHARIAH COMPLIANT BY THE SHARIAH ADVISORY COUNCIL (“SAC”) OF THE SC. THIS CLASSIFICATION REMAINS VALID FROM THE DATE OF ISSUE OF THE PROSPECTUS UNTIL THE NEXT SHARIAH COMPLIANCE REVIEW UNDERTAKEN BY THE SAC OF THE SC. THE NEW STATUS IS RELEASED IN THE UPDATED LIST OF SHARIAH-COMPLIANT SECURITIES, ON THE LAST FRIDAY OF MAY AND NOVEMBER.] THIS PROSPECTUS HAS BEEN PREPARED IN THE CONTEXT OF AN IPO UNDER THE LAWS OF MALAYSIA, AND OUR IPO WILL NOT BE MADE IN ANY COUNTRY OR JURISDICTION OTHER THAN MALAYSIA OR TO PERSONS WHO ARE SUBJECT TO THE LAWS OF ANY COUNTRY OR JURISDICTION OTHER THAN THE LAWS OF MALAYSIA. OUR IPO TO WHICH THIS PROSPECTUS RELATES IS ONLY AVAILABLE TO PERSONS RECEIVING THIS PROSPECTUS ELECTRONICALLY OR OTHERWISE WITHIN MALAYSIA. WE AND OUR PRINCIPAL ADVISER HAVE NOT AUTHORISED AND TAKE NO RESPONSIBILITY FOR THE DISTRIBUTION OF THIS PROSPECTUS (IN PRELIMINARY OR FINAL FORM) OUTSIDE MALAYSIA. ACCORDINGLY, THIS PROSPECTUS MAY NOT BE USED FOR THE PURPOSE OF AND DOES NOT CONSTITUTE AN OFFER OR SUBSCRIPTION OR PURCHASE OR INVITATION TO SUBSCRIBE, OR PURCHASE, ANY SECURITIES UNDER OUR IPO IN ANY JURISDICTION IN WHICH SUCH OFFER OR INVITATION IN ANY JURISDICTION OR IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER IS NOT AUTHORISED OR LAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR INVITATION. THE DISTRIBUTION OF THIS PROSPECTUS AND THE SALE OF OUR IPO SHARES (AS DEFINED HEREIN) IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS WHO MAY BE IN POSSESSION OF THIS PROSPECTUS ARE REQUIRED TO INFORM THEMSELVES OF AND TO OBSERVE SUCH RESTRICTIONS. WE WILL NOT MAKE OR BE BOUND TO MAKE ANY ENQUIRY BEFORE ANY ACCEPTANCE IN RESPECT OF OUR IPO AS TO WHETHER YOU HAVE A REGISTERED ADDRESS IN MALAYSIA. WE WILL NOT ACCEPT ANY LIABILITY WHETHER OR NOT ANY ENQUIRY OR INVESTIGATION IS MADE IN CONNECTION WITH IT. IT IS YOUR SOLE RESPONSIBILITY TO CONSULT YOUR LEGAL AND/OR OTHER PROFESSIONAL ADVISERS AS TO WHETHER OUR IPO WOULD RESULT IN THE CONTRAVENTION OF ANY LAWS OR JURISDICTIONS OTHER THAN MALAYSIA TO WHICH YOU MAY BE SUBJECTED.

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FURTHER, IT SHALL ALSO BE YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR APPLICATION FOR OUR SHARES WOULD BE IN COMPLIANCE WITH THE TERMS OF OUR IPO AND WOULD NOT BE IN CONTRAVENTION OF ANY LAWS OF COUNTRIES OR JURISDICTIONS OTHER THAN MALAYSIA TO WHICH YOU MAY BE SUBJECTED TO. WE WILL FURTHER ASSUME THAT YOU HAD ACCEPTED THIS IPO IN MALAYSIA AND WILL AT ALL APPLICABLE TIMES BE SUBJECTED ONLY TO THE LAWS OF MALAYSIA CONNECTED TO IT. HOWEVER, WE RESERVE THE RIGHT, IN OUR ABSOLUTE DISCRETION, TO TREAT ANY ACCEPTANCE AS INVALID IF WE BELIEVE THAT SUCH ACCEPTANCE MAY VIOLATE ANY LAW OR APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. THIS PROSPECTUS IS PREPARED AND PUBLISHED SOLELY FOR OUR IPO IN MALAYSIA UNDER THE LAWS OF MALAYSIA. OUR SHARES ARE ISSUED IN MALAYSIA SOLELY BASED ON THE CONTENTS OF THIS PROSPECTUS. WE AND OUR PRINCIPAL ADVISER HAVE NOT AUTHORISED ANYONE TO PROVIDE YOU WITH INFORMATION WHICH IS NOT CONTAINED IN THIS PROSPECTUS.

ELECTRONIC PROSPECTUS THIS PROSPECTUS CAN ALSO BE VIEWED OR DOWNLOADED FROM BURSA SECURITIES' WEBSITE AT www.bursamalaysia.com. THE CONTENTS OF THE ELECTRONIC PROSPECTUS ARE AS PER THE CONTENTS OF THE PROSPECTUS REGISTERED WITH THE SC. YOU ARE ADVISED THAT THE INTERNET IS NOT A FULLY SECURE MEDIUM AND THAT YOUR INTERNET SHARE APPLICATION (AS DEFINED HEREIN) IS SUBJECT TO THE RISKS OF PROBLEMS OCCURRING DURING DATA TRANSMISSION, COMPUTER SECURITY THREATS SUCH AS VIRUSES, HACKERS AND CRACKERS, FAULTS WITH COMPUTER SOFTWARE AND OTHER EVENTS BEYOND THE CONTROL OF THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS (AS DEFINED HEREIN). THESE RISKS CANNOT BE BORNE BY THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS. IF YOU DOUBT THE VALIDITY OR THE INTEGRITY OF AN ELECTRONIC PROSPECTUS, YOU SHOULD IMMEDIATELY REQUEST FROM US OR THE ISSUING HOUSE (AS DEFINED HEREIN),A PAPER/PRINTED COPY OF THIS PROSPECTUS. IF THERE IS ANY DISCREPANCY BETWEEN THE CONTENTS OF THE ELECTRONIC PROSPECTUS AND THE CONTENTS OF THE PAPER/PRINTED COPY OF THIS PROSPECTUS FOR ANY REASON WHATSOEVER, THE CONTENTS OF THE PAPER/PRINTED COPY OF THIS PROSPECTUS WHICH ARE IDENTICAL TO THE COPY OF THIS PROSPECTUS REGISTERED WITH THE SC SHALL PREVAIL. IN RELATION TO ANY REFERENCE IN THIS PROSPECTUS TO THIRD-PARTY INTERNET SITES (REFERRED TO AS “THIRD-PARTY INTERNET SITES”), WHETHER BY WAY OF HYPERLINKS OR BY WAY OF DESCRIPTION OF THE THIRD-PARTY INTERNET SITES, YOU ACKNOWLEDGE AND AGREE THAT:- I. WE AND OUR PRINCIPAL ADVISER DO NOT ENDORSE AND ARE NOT AFFILIATED IN ANY WAY

TO THE THIRD-PARTY INTERNET SITES AND ARE NOT RESPONSIBLE FOR THE AVAILABILITY OF, OR THE CONTENT OR ANY DATA, INFORMATION, FILES OR OTHER MATERIAL PROVIDED ON THE THIRD-PARTY INTERNET SITES. YOU SHALL BEAR ALL RISKS ASSOCIATED WITH THE ACCESS TO OR USE OF THE THIRD-PARTY INTERNET SITES;

II. WE AND OUR PRINCIPAL ADVISER ARE NOT RESPONSIBLE FOR THE QUALITY OF PRODUCTS

OR SERVICES IN THE THIRD-PARTY INTERNET SITES, PARTICULARLY IN FULFILLING ANY OF THE TERMS OF YOUR AGREEMENTS WITH THE THIRD-PARTY INTERNET SITES. WE AND OUR PRINCIPAL ADVISER ARE ALSO NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE OR COST THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH OR AS A RESULT OF DEALING WITH THE THIRD-PARTY INTERNET SITES OR THE USE OF OR RELIANCE ON ANY DATA, INFORMATION, FILES OR OTHER MATERIAL PROVIDED BY SUCH PARTIES; AND

III. ANY DATA, INFORMATION, FILES OR OTHER MATERIAL DOWNLOADED FROM THE THIRD-PARTY

INTERNET SITES IS DONE AT YOUR OWN DISCRETION AND RISK. WE AND OUR PRINCIPAL ADVISER ARE NOT RESPONSIBLE, LIABLE OR UNDER OBLIGATION FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOADING OF ANY SUCH DATA, INFORMATION, FILES OR OTHER MATERIAL.

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WHERE AN ELECTRONIC PROSPECTUS IS HOSTED ON THE WEBSITES OF THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS, YOU ARE ADVISED THAT:- I. THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS ARE ONLY LIABLE IN RESPECT OF

THE INTEGRITY OF THE CONTENTS OF AN ELECTRONIC PROSPECTUS, TO THE EXTENT OF THE CONTENTS OF THE ELECTRONIC PROSPECTUS ON THE WEB SERVERS OF THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS WHICH MAY BE VIEWED VIA YOUR WEB BROWSER OR OTHER RELEVANT SOFTWARE. THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS ARE NOT RESPONSIBLE IN ANY WAY FOR THE INTEGRITY OF THE CONTENTS OF AN ELECTRONIC PROSPECTUS WHICH HAS BEEN DOWNLOADED OR OBTAINED FROM THE WEB SERVERS OF THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS AND SUBSEQUENTLY, COMMUNICATED OR DISSEMINATED IN ANY MANNER TO YOU OR OTHER PARTIES; AND

II. WHILE ALL REASONABLE MEASURES HAVE BEEN TAKEN TO ENSURE THE ACCURACY AND

RELIABILITY OF THE INFORMATION PROVIDED IN AN ELECTRONIC PROSPECTUS, THE ACCURACY AND RELIABILITY OF AN ELECTRONIC PROSPECTUS CANNOT BE GUARANTEED BECAUSE THE INTERNET IS NOT A FULLY SECURE MEDIUM.

THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS ARE NOT LIABLE (WHETHER IN TORT OR CONTRACT OR OTHERWISE) FOR ANY LOSS, DAMAGE OR COST, YOU OR ANY OTHER PERSON MAY SUFFER OR INCUR DUE TO, AS A CONSEQUENCE OF OR IN CONNECTION WITH ANY INACCURACIES, CHANGES, ALTERATIONS, DELETIONS OR OMISSIONS IN RESPECT OF THE INFORMATION PROVIDED IN AN ELECTRONIC PROSPECTUS WHICH MAY ARISE IN CONNECTION WITH OR AS A RESULT OF ANY FAULTS WITH WEB BROWSERS OR OTHER RELEVANT SOFTWARE, ANY FAULTS ON YOUR OR ANY THIRD-PARTY'S PERSONAL COMPUTER, OPERATING SYSTEM OR OTHER SOFTWARE, VIRUSES OR OTHER SECURITY THREATS, UNAUTHORISED ACCESS TO INFORMATION OR SYSTEMS IN RELATION TO THE WEBSITES OF THE INTERNET PARTICIPATING FINANCIAL INSTITUTIONS, AND/OR PROBLEMS OCCURRING DURING DATA TRANSMISSION WHICH MAY RESULT IN INACCURATE OR INCOMPLETE COPIES OF INFORMATION BEING DOWNLOADED OR DISPLAYED ON YOUR PERSONAL COMPUTER.

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The indicative timetable for our IPO is set out below:- Events Date Opening of application for our IPO Shares [] Closing of application for our IPO Shares [] Balloting of applications for our Issue Shares [] Allotment/transfer of our IPO Shares to successful applicants [] Listing []

If there are any changes to this timetable, we will advertise a notice of the changes in a widely circulated English and Bahasa Malaysia newspaper within Malaysia.

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Registration No.: 202101026123 (1426423-D) DEFINITIONS

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The following terms in this Prospectus have the same meaning as set out below unless the term is defined otherwise or the context requires otherwise:-

“ACE Market” : The ACE Market of Bursa Securities

“Acquisition” : Acquisition by Cnergenz of the entire equity interest of SiP Technology comprising 200,000 ordinary shares for a total purchase consideration of RM66,020,000, wholly satisfied by the issuance of 397,999,800 new Shares. The Acquisition was completed on 7 September 2021

“Act” : Companies Act 2016

“ADA(s)” : Authorised Depository Agent(s)

“Affiliate(s)” : Collectively, or individually, the First Affiliates and New Affiliates, where applicable

“AGM” : Annual general meeting

“Application(s)” : The application for the Issue Shares by way of Application Form, Electronic Share Application or Internet Share Application

“Application Form(s)” : Application form(s) for the application of the Issue Shares accompanying this Prospectus

“ATM(s)” : Automated teller machine(s)

“Authorised Financial Institution(s)”

: Authorised financial institution(s) participating in the Internet Share Application in respect of the payments for the Issue Shares

“BNM” : Bank Negara Malaysia

“Board” : Board of Directors of our Company

“Bursa Depository” : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854 (165570-W))

“Bursa Securities” : Bursa Malaysia Securities Berhad (Registration No. 200301033577 (635998-W))

“CAGR” : Compounded annual growth rate

“CDS” : Central Depository System

“CDS Account(s)” : Securities account(s) established by Bursa Depository for a depositor pursuant to the SICDA and the rules of Bursa Depository for the recording of deposits of securities and dealings in such securities by the depositor

“CMSA” : Capital Markets and Services Act 2007

“Cnergenz” or our “Company” : Cnergenz Berhad (Registration No. 202101026123 (1426423-D))

“Cnergenz Group” or our “Group” : Collectively, Cnergenz and its subsidiary, SiP Technology

“Cnergenz Share(s)” or “Share(s)"

: Ordinary share(s) in our Company

“Collaboration Agreements” : The collaboration agreements entered into between SiP Technology and its Affiliates on 24 September 2021, details of which are set out in Section 6.19 of this Prospectus

“Constitution” : Constitution of our Company

“COVID-19” : Coronavirus disease

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“CSSSB” : Cnergenz Smart Solutions Sdn Bhd (Registration No. 202001032423 (1388743-A))

“Director(s)” : Has the meaning given to it in Section 2(1) of the CMSA

“E&S Industry(ies)” : Electronics and semiconductor industry(ies)

“EBITDA” : Earnings before interest, taxation, depreciation and amortisation

“Electronic Prospectus” : A copy of this Prospectus that is issued, circulated or disseminated via the Internet, and/or an electronic storage medium

“Electronic Share Application(s)” : Application(s) for the Issue Shares through a Participating Financial Institution’s ATM(s)

“Eligible Person(s)” : Eligible Directors and employees of our Group as well as persons who have contributed to the success of our Group

“EPF” : Employees Provident Fund Board

“EPS” : Earnings per share

“financial years under review” : Collectively, the past 3 FYEs 31 December 2018, 2019 and 2020

“First Affiliate(s)” : Collectively, SiP China, SiP Singapore and SiP Taiwan

“FYE” : Financial year ended/ending, as the case may be

“GP” : Gross profit

“IFRS” : International Financial Reporting Standards

“IMR” or “Providence” : Providence Strategic Partners Sdn Bhd (Registration No. 201701024744 (1238910-A)), the independent market researcher appointed for our IPO

“Industry Overview” : Industry overview of the electronics manufacturing solutions industry and E&S Industries prepared by Providence, as set out in Section 7 of this Prospectus

“Internet Participating Financial Institution(s)”

: Participating financial institution(s) for the Internet Share Application

“Internet Share Application” : Application for the Issue Shares through an Internet Participating Financial Institution

“IPO” : Initial public offering comprising the Public Issue and the Offer for Sale

“IPO Share(s)” : Collectively, the Issue Share(s) and the Offer Share(s)

“Issue Price” or “Offer Price” or “IPO Price”

: The issue price/offer price of RM[●] per Issue Share/Offer Share

“Issue Share(s)” : 100,000,000 new Cnergenz Share(s) to be issued pursuant to the Public Issue

“Issuing House” or "MIH" : Malaysian Issuing House Sdn Bhd (Registration No. 199301003608 (258345-X))

“Licence Agreements” : The trademark, trade name and brand licence agreements entered into between SiP Technology and its Affiliates on 24 September 2021, details of which are set out in Section 6.18 of this Prospectus

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“Listing” : Admission to the Official List and the listing of and quotation for the entire enlarged issued share capital of Cnergenz comprising 498,000,000 Cnergenz Shares on the ACE Market of Bursa Securities

“Listing Requirements” : ACE Market Listing Requirements of Bursa Securities

“LPD” : 1 September 2021, being the latest practicable date prior to the registration of this Prospectus

“Malaysian Public” : Citizens of Malaysia and companies, societies, co-operatives and institutions incorporated and organised under the laws of Malaysia

“Market Day(s)” : A day(s) on which Bursa Securities is open for trading of securities

“MITI” : Ministry of International Trade and Industry, Malaysia

“MFRS” : Malaysian Financial Reporting Standards

“NA” : Net assets

“NBV” : Net book value

“New Affiliate(s)” : Collectively, SiP Thailand and SiP Vietnam

“Offer for Sale” : Offer for sale of up to 50,000,000 Offer Shares at the Offer Price by the Selling Shareholders by way of private placement to identified Bumiputera investors approved by the MITI

“Offer Share(s)” : Up to 50,000,000 existing Cnergenz Share(s) to be offered by the Selling Shareholders pursuant to the Offer for Sale

“Official List” : A list specifying all securities listed on Bursa Securities

“Participating Financial Institution(s)”

: Participating financial institutions for the Electronic Share Application

“PAT” : Profit after tax

“PBT” : Profit before tax

“PDC” : Penang Development Corporation

“Pink Application Form(s)” : Application form(s) for the application of IPO Shares by our Eligible Person(s) accompanying this Prospectus

“Pink Form Allocation” : Allocation of 10,000,000 Issue Shares reserved for application by our Eligible Persons

“Promoter(s)” : Collectively or individually, Lye Yhin Choy, Kong Chia Liang and Lye Thim Loong

“Prospectus” : This prospectus dated [] issued by our Company in respect of our IPO

“Prospectus Guidelines” : Prospectus Guidelines issued by the SC

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“Public Issue” : Public issue of 100,000,000 Issue Shares at the Issue Price, comprising the following:- (a) 25,000,000 Issue Shares made available for application

by the Malaysian Public; (b) 10,000,000 Issue Shares reserved for application by our

Eligible Persons; (c) 52,750,000 Issue Shares by way of private placement to

identified institutional and/or selected investors; and (d) 12,250,000 Issue Shares by way of private placement to

identified Bumiputera investors approved by the MITI

“R&D” : Research and development

“ROC” : Registrar of Companies of Malaysia

“SAC” : Shariah Advisory Council of the SC

“SC” : Securities Commission Malaysia

“Selling Shareholder(s)” : Collectively, Lye Yhin Choy and Kong Chia Liang undertaking the Offer for Sale as follows:-

Name No. of Offer Shares

(Up to)

% of the enlarged issued

share capital after the IPO

Lye Yhin Choy 35,000,000 7.03

Kong Chia Liang 15,000,000 3.01

Total 50,000,000 10.04

“Share Registrar” or "Boardroom"

: Boardroom Share Registrars Sdn Bhd (Registration No. 199601006647 (378993-D))

“SICDA” : Securities Industry (Central Depositories) Act, 1991

“SiP China” : SIP Technology (Shanghai) Co Ltd (Business Registration No. 913100007732668713)

“SiP Singapore” : SIP Technology Pte. Ltd. (Registration No. 200406628K)

“SiP Taiwan” : SIP Technology (Taiwan) Co Ltd (Registration No. 09703958)

“SiP Thailand” : SIP Technology Co Ltd (Juristic Person Registration No. 0105550045914)

“SiP Vietnam” : SIP Vietnam Co Ltd (Enterprise code 0311395022)

“SOCSO” : Social Security Organisation

“Underwriting Agreement” : Underwriting agreement dated [●] between our Company and the Underwriter in relation to the Public Issue

“UOBKH” or “Principal Adviser” or “Sponsor” or “Underwriter” or “Placement Agent”

: UOB Kay Hian Securities (M) Sdn Bhd (Registration No. 199001003423 (194990-K))

“White Application Form(s)” : Application form(s) for the application of IPO Shares by the Malaysian Public accompanying this Prospectus

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Currencies and units

“RM” and “sen” : Ringgit Malaysia and sen, the lawful currency of Malaysia

“USD” : United States Dollar, the lawful currency of the United States of America

“sq ft” : square feet

“sq m” : Square metre

Our subsidiary

“SiP Technology” : SIP Technology (M) Sdn Bhd (Registration No. 200401020908 (659412-X))

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The following commonly used terms in the Group’s business and operations shall apply throughout this Prospectus unless the term is defined otherwise or the context otherwise requires:-

“3D AOI” : 3-dimensional automated optical inspection system is an automated visual inspection system which will inspect and measure the quality of the PCBA

“5G” : Fifth-generation technology standard for broadband will deliver higher data speeds, ultra low latency, more reliability, increased availability and more uniform user experience

“advanced semiconductor packaging products”

: Advanced semiconductor packaging products is an integration of several microchips and electronic components. It is formed when microchips and other electronic components are mounted onto the substrate, which is then encapsulated in a packaging

“electronics manufacturing solutions”

: Electronics manufacturing solutions refer to an array of automated machinery, equipment and tools, or integrated production line systems that are used in manufacturing electronics and semiconductor products

“EMS” : Electronics manufacturing service providers support electronic product brand owners in undertaking manufacturing activities for electronic products

“ERP” : Enterprise resource planning system is a business process management software that manages and integrates a company’s financials, supply chain, operations, commerce, reporting, manufacturing and human resources activities

“Foundries” : Foundries support integrated device manufacturers in undertaking wafer fabrication

“IDMs” : Integrated device manufacturers are semiconductor companies which design, manufacture and/or sell semiconductor products such as microchips and advanced semiconductor packaging products

“IoT” : Internet-of-Things is a technology used in a smart factory that enables machinery and equipment in a production line system to be interconnected. Machinery and equipment that are interconnected are able to send and receive data on a real-time basis

“IR 4.0” : Industrial Revolution 4.0 in relation to a smart factory is production facility environment where machinery, equipment and tools are interconnected using IoT technology, thus enabling production line systems to be managed and monitored remotely

“MES” : Manufacturing execution system is a computerised system used in manufacturing to track and gather real-time and accurate data for a complete production life cycle from raw materials to finished goods

“MRP” : Manufacturing requirement planning system is a planning and decision-making tool which analyses current inventory levels and production capacity of a production process

“OEE” : Overall equipment effectiveness is a measure of productivity of a manufacturing facility to gauge its efficiency

“OSATs” : Outsourced semiconductor assembly and test service providers support integrated device manufacturers in undertaking assembly, test and packaging of semiconductor products such as advanced semiconductor packaging products

“PCB” : A non-conductive material with tracks made of conductive material (such as copper) to mechanically supports and electrically connects electronic components that have been mounted onto the material

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“PCBA” : Printed circuit board assembly is formed when advanced semiconductor packaging products and other electronic components are mounted onto the PCB, and is integrated into electronic products such as smartphones, electric vehicles, aerospace equipment, high-end testers, medical equipment and auto-electronics, to enable the functionality of the product

“rework” : Rework refers to the repair of PCBA, which typically involves desoldering and resoldering of electronic components that have been previously mounted on the PCBA

“smart factory” : A smart factory automates the electronics and semiconductors manufacturing process as well as all other processes in a production facility, from the receipt of raw materials and supplies to the production and assembly of end-products. Workers remotely supervise the status of the various machinery and equipment throughout the entire production facility, and monitor and control the operations of the electronics manufacturing solutions in a control room. As a result, minimal human is required in the entire production facility

“SMT” : Surface mount technology process is a method which enables the mounting of microchips and other electronic components onto a substrate to form an advanced semiconductor packaging products, and the mounting of an advanced semiconductor packaging products and other electronic components onto a PCB to form a PCBA. Compared to other processes used for forming advanced semiconductor packaging products and PCBAs, the SMT process enables miniature electronic components to be accurately handled and placed precisely onto the surface of the PCB

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Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include natural persons, firms, companies, body corporates and corporations. References in this Prospectus to any provisions of the statutes, rules, regulations, enactments or rules of stock exchange shall (where the context admits), be construed as reference to provisions of such statutes, rules, regulations, enactments or rules of stock exchange (as the case may be) as modified by any written law or (if applicable) amendments or re-enactment to the statutes, rules, regulations, enactments or rules of stock exchange for the time being in force. References to a time of day in this Prospectus shall be a reference to Malaysian time, unless otherwise stated. References to “our Company” or “the Company” or “Cnergenz” in this Prospectus are made to Cnergenz Berhad (Registration No. 202101026123 (1426423-D)), references to “our Group” or “the Group” or “Cnergenz Group” are made to our Company and our subsidiary and references to “we” or “us” or “our” or “ourselves” are made to our Company, and where the context requires, our Company and our subsidiary. Unless the context otherwise requires, references to “management” are to our Directors and key senior management and technical personnel as at the date of this Prospectus, and statements as to our beliefs, expectations, estimates and opinions are those of our management. This Prospectus includes statistical data provided by us and various third parties and cites third-party projections regarding growth and performance of the industry in which we operate. This data is taken or derived from information published by industry sources and from our internal data. In each such case, the source is stated in this Prospectus, provided that where no source is stated, it can be assumed that the information originated from us. In particular, certain information in this Prospectus is extracted or derived from report(s) provided by Providence for inclusion in this Prospectus. We have appointed Providence to provide an independent market and industry review relating to an overview of the economy and industry in which we operate in. In compiling their data for the review, Providence relied on its research methodology, industry sources, published materials, its private databanks and direct contacts within the industry. We believe that the statistical data and projections cited in this Prospectus are useful in helping you to understand the major trends in the industry in which we operate. However, neither we nor our advisers have independently verified these data. Neither we nor our advisers make any representation as to the correctness, accuracy or completeness of such data. Similarly, third-party projections cited in this Prospectus are subject to significant uncertainties that could cause actual data to differ materially from the projected figures. We give no assurance that the projected figures will be achieved. You should not place undue reliance on the statistical data and third-party projections cited in this Prospectus. The information on our website, or any website directly or indirectly linked to our website does not form part of this Prospectus and you should not rely on it. Any discrepancy in the tables between the amounts listed and the totals in this Prospectus are due to rounding. This Prospectus contains forward-looking statements. All statements other than statements of historical facts included in this Prospectus, including, without limitation, those regarding our financial position, business strategies, plans and objectives of our management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors which may cause our actual results, our performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future. Such forward-looking statements reflect our management's current view with respect to future events and are not a guarantee of future performance.

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Forward-looking statements can be identified by the use of forward-looking terminology such as the words “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”, “aim”, “forecast”, “may”, “will”, “would”, and “could” or similar expressions and include all statements that are not historical facts. Such forward-looking statements include, without limitation, statements relating to:- i. demand for our services; ii. our business strategies; iii. our management's plans and objectives for future operations; iv. our financial position; and v. our future earnings, cash flows and liquidity.

Our actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors beyond our control, including, without limitation:- i. the general economic, business, social, political and investment environment in Malaysia; and ii. government policy, legislation and regulation affecting us or the industry in which we operate; Additional factors that could cause our actual results, performance or achievements to differ materially include, but are not limited to those discussed in Section 4 of this Prospectus on risk factors and Section 11.3 of this Prospectus on management’s discussion and analysis of financial condition and results of operations. We cannot give any assurance that the forward-looking statements made in this Prospectus will be realised. Such forward-looking statements are made only as at the date of this Prospectus. We cannot give any assurance that the forward-looking statements made in this Prospectus will be realised. Such forward-looking statements are made only as at the date of this Prospectus. Should we become aware of any subsequent material change or development affecting a matter disclosed in this Prospectus arising from the date of registration of this Prospectus but before the date of allotment of the Issue Shares, we shall further issue a supplemental or replacement prospectus, as the case may be, in accordance with the provisions under Section 238(1) of the CMSA and Paragraph 1.02, Chapter 1 of Part II (Division 6) of the Prospectus Guidelines (Supplementary and Replacement Prospectus).

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Page CORPORATE DIRECTORY

1. INTRODUCTION ............................................................................................................. 4

1.1 ....... Approvals and conditions…………………………………………………………….. 4

1.2 ....... Moratorium on our shares……………………………………………………………. 5

2. PROSPECTUS SUMMARY ............................................................................................ 6

2.1 Principal details of our IPO ................................................................................. 6

2.2 History and business ........................................................................................... 6

2.3 Competitive strengths ......................................................................................... 7

2.4 Future plans and strategies ................................................................................ 9

2.5 Risk factors ......................................................................................................... 10

2.6 Our Directors, key senior management and technical personnel ....................... 12

2.7 Our Promoters and substantial shareholders ..................................................... 12

2.8 Use of proceeds .................................................................................................. 13

2.9 Financial highlights ............................................................................................... 13

2.10 Dividends ............................................................................................................ 14

2.11 Impact of COVID-19 ............................................................................................ 15

3. DETAILS OF OUR IPO ................................................................................................... 16

3.1 Opening and closing of applications ................................................................... 16

3.2 Indicative Timetable ............................................................................................. 16

3.3 Details of our IPO ................................................................................................ 16

3.4 Basis of arriving at the price of our IPO Shares .................................................. 22

3.5 Dilution ................................................................................................................ 23

3.6 Use of proceeds .................................................................................................. 24

3.7 Brokerage, underwriting commission and placement fee ................................... 28

3.8 Underwriting arrangement .................................................................................. 29

4. RISK FACTORS ............................................................................................................. 30 4.1 Risks relating to our business and our operations .............................................. 30 4.2 Risks relating to the industry in which we operate .............................................. 34 4.3 Risks relating to investment in our Shares .......................................................... 35 4.4 Other risks ............................................................................................................ 37 5. INFORMATION ON OUR GROUP ................................................................................. 38 5.1 Our Company ...................................................................................................... 38 5.2 Our Group structure ............................................................................................. 39 5.3 Our subsidiary ..................................................................................................... 39

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6. BUSINESS OVERVIEW .................................................................................................. 41

6.1 Our background and history ................................................................................ 41

6.2 Our principal business activities, solutions and services .................................... 46

6.3 Principal business location and principal markets ............................................... 54

6.4 Our revenue breakdown ...................................................................................... 55

6.5 Operational process flow ..................................................................................... 56

6.6 Quality assurance and quality control .................................................................. 58

6.7 Technology used .................................................................................................. 59

6.8 Design and development .................................................................................... 59

6.9 Insurance ............................................................................................................. 60

6.10 Business development and marketing activities .................................................. 60

6.11 Types, sources and availability of supplies ......................................................... 61

6.12 Operational capacities and output ...................................................................... 62

6.13 Seasonality .......................................................................................................... 62

6.14 Employees .......................................................................................................... 62

6.15 Major customers ................................................................................................... 63

6.16 Major suppliers ..................................................................................................... 66

6.17 Major licenses and permits ................................................................................. 68

6.18 Trademarks and other intellectual property rights ............................................... 70

6.19 Collaboration arrangements ................................................................................. 71

6.20 Dependency on contracts, licenses or other arrangements ................................ 73 6.21 Material properties, machinery and equipment .................................................... 74 6.22 Competitive strengths .......................................................................................... 76 6.23 Future plans and strategies ................................................................................. 79 6.24 Interruptions to business and operations ............................................................. 82 6.25 Impact of COVID-19 ............................................................................................. 82 7. INDUSTRY OVERVIEW .................................................................................................. 85 8. INFORMATION ON OUR PROMOTERS, SUBSTANTIAL SHAREHOLDERS,

DIRECTORS, KEY SENIOR MANAGEMENT AND TECHNICAL PERSONNEL .......... 96

8.1 Promoters and substantial shareholders ............................................................ 96 8.2 Directors .............................................................................................................. 101 8.3 Board practice ..................................................................................................... 118 8.4 Key senior management and technical personnel ............................................... 123 8.5 Remuneration of Directors, key senior management and technical personnel ... 126 8.6 Principal directorships and principal business activity outsides our Group .......... 127

8.7 Declaration from our Promoters, Directors, key senior management and technical personnel ............................................................................................. 129

8.8 Family relationships and/or associates ............................................................... 129 8.9 Service agreements ............................................................................................ 129 8.10 Management reporting structure ......................................................................... 130

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9. RELATED PARTY TRANSACTIONS ........................................................... …………… 131 9.1 Related party transactions ................................................................................... 131 9.2 Related party transactions that are unusual in their nature or conditions ............ 135 9.3 Outstanding loans (including guarantees of any kind) ........................................ 135 10. CONFLICT OF INTEREST ........................................................................... …………… 136

10.1 Interest in businesses which carry on similar trade as our Group or businesses of our customers or suppliers ............................................................................... 136

10.2 Declaration by advisers for our IPO ..................................................................... 138 11. FINANCIAL INFORMATION ........................................................................................... 142 11.1 Historical consolidated financial information ....................................................... 142

11.2 Reporting Accountants’ letter on the proforma consolidated statement of financial position .................................................................................................. 144

11.3 Management’s discussion and analysis of financial condition and results of operations ........................................................................................................... 157

11.4 Liquidity and capital resources ............................................................................ 173 11.5 Trend information ................................................................................................ 185 11.6 Dividends ............................................................................................................ 186 12. ACCOUNTANTS’ REPORT ............................................................................................ 187 13. STATUTORY AND OTHER GENERAL INFORMATION ............................................... 252 13.1 Share capital ....................................................................................................... 252 13.2 Extracts of our Constitution ................................................................................. 252 13.3 Limitation on the rights to hold securities and/or exercise voting rights .............. 259 13.4 Deposited securities and rights of Depositors .................................................... 259 13.5 Material contracts ................................................................................................ 259 13.6 Material litigation ................................................................................................. 260 13.7 Repatriation of capital and remittance of profit ................................................... 260 13.8 Public take-overs ................................................................................................. 260 13.9 Letters of consent ................................................................................................ 260 13.10 Documents available for inspection .................................................................... 261 13.11 Responsibility statements ................................................................................... 261 14. PROCEDURES FOR APPLICATION AND ACCEPTANCE .......................................... 262 14.1 Opening and closing of Applications ................................................................... 262 14.2 Methods of Application ........................................................................................ 262 14.3 Eligibility .............................................................................................................. 263 14.4 Procedures for Application by way of Application Forms .................................... 264 14.5 Application by way of Electronic Share Application ............................................ 265 14.6 Application by way of Internet Share Application ................................................ 265 14.7 Authority of our Board and Issuing House .......................................................... 265 14.8 Over/under-subscription ...................................................................................... 266 14.9 Unsuccessful/partially successful applicants ...................................................... 266

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14.10 Successful applicants .......................................................................................... 267 14.11 Enquiries .............................................................................................................. 268 APPENDIX I

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Registration No.: 202101026123 (1426423-D) CORPORATE DIRECTORY

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DIRECTORS

Name/(Designation) Gender Address Nationality Dato’ Azman Bin Mahmud (Independent Non-Executive Chairman)

Male 35 Jalan 1 Sunway Rydgeway Puncak Melawati 53100 Kuala Lumpur Wilayah Persekutuan

Malaysian

Lye Yhin Choy (Chief Executive Officer / Executive Director)

Male 38, Tingkat Permai Brown Garden 11700 Gelugor Pulau Pinang

Malaysian

Kong Chia Liang (Chief Operating Officer / Executive Director)

Male 2K Cangkat Sungai Ara 2 Desa Ara 11900 Bayan Lepas Pulau Pinang

Malaysian

Ooi Ley Ching (Independent Non-Executive Director)

Female 125, Lorong Desa Oren 1 Taman Desa Oren 13020 Sungai Puyu Pulau Pinang

Malaysian

Alwizah Al-Yafii Binti Ahmad Kamal (Independent Non-Executive Director)

Female

No. 9, Jalan Pantai 9/7 46000 Petaling Jaya Selangor

Malaysian

Yeat Soo Ching (Independent Non-Executive Director)

Female No. 52, Jalan BU 6/7 Bandar Utama 47800 Petaling Jaya Selangor

Malaysian

AUDIT AND RISK MANAGEMENT COMMITTEE Name Designation Directorship

Ooi Ley Ching Chairman Independent Non-Executive Director

Alwizah Al-Yafii Binti Ahmad Kamal Member Independent Non-Executive Director

Yeat Soo Ching Member Independent Non-Executive Director REMUNERATION COMMITTEE

Name Designation Directorship

Yeat Soo Ching Chairman Independent Non-Executive Director

Ooi Ley Ching Member Independent Non-Executive Director

Alwizah Al-Yafii Binti Ahmad Kamal Member Independent Non-Executive Director

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Registration No.: 202101026123 (1426423-D) CORPORATE DIRECTORY (cont’d)

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NOMINATION COMMITTEE

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

Ooi Ley Ching Member Independent Non-Executive Director

Yeat Soo Ching Member Independent Non-Executive Director

COMPANY SECRETARIES : Ong Tze-En Professional qualification: Malaysian Institute of Chartered Secretaries and Administrators (“MAICSA”) Chartered Secretary (MAICSA No. MAICSA7026537) (SSM PC No. 202008003397) Woon Mei Ling Professional qualification: MAICSA Chartered Secretary (MAICSA No. MAICSA7047736) (SSM PC No. 202008003528) Boardroom Corporate Services Sdn Bhd (Registration No. 196001000110 (3775-X)) 170-09-01 Livingston Tower Jalan Argyll 10050 George Town Pulau Pinang Tel : (04) 229 4390 Fax : (04) 226 5860

REGISTERED OFFICE : 170-09-01 Livingston Tower Jalan Argyll 10050 George Town Pulau Pinang

HEAD OFFICE : No. 34, 36, 38 & 40, Lorong IKS Bukit Tengah Taman IKS Bukit Tengah 14000 Pulau Pinang Tel : (04) 508 8318 Fax : (04) 508 0318 Website : https://cnergenz.com Email : [email protected]

REPORTING ACCOUNTANTS : PricewaterhouseCoopers PLT

[LLP0014401-LCA & AF 1146] Bangunan KWSP, 16th Floor Jalan Sultan Ahmad Shah 10050 Pulau Pinang Tel : (04) 238 9188 Fax : (04) 238 9288 Partner in charge: Lim Huck Khiam Malaysian Institute of Accountants Membership No. 16299 License No. 03192/06/2023J

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Registration No.: 202101026123 (1426423-D)

Registration No.: 202101026123 (1426423-D) CORPORATE DIRECTORY (cont’d)

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LEGAL ADVISER : Rahmat Lim & Partners Suite 33.01, Level 33 The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Tel : (03) 2299 3888 Fax : (03) 2287 1616

PRINCIPAL ADVISER, SPONSOR UNDERWRITER AND PLACEMENT AGENT

: UOB Kay Hian Securities (M) Sdn Bhd (Registration No. 199001003423 (194990-K)) Suite 19.03, 19th Floor Menara Keck Seng 203 Jalan Bukit Bintang 55100 Kuala Lumpur Tel : (03) 2147 1888 Fax : (03) 2147 1950

SHARE REGISTRAR : Boardroom Share Registrars Sdn Bhd

(Registration No. 199601006647 (378993-D)) 11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13 46200 Petaling Jaya, Selangor Tel : (03) 7890 4700 Fax : (03) 7890 4670

INDEPENDENT MARKET RESEARCHER

: Providence Strategic Partners Sdn Bhd (Registration No. 201701024744 (1238910-A)) 67-1, Block D, The Suites, Jaya One No. 72A, Jalan Prof Diraja Ungku Aziz 46200 Petaling Jaya, Selangor Tel : (03) 7931 2018 Executive Director’s name: Melissa Lim Li Hua Bachelor of Commerce (Double major in Marketing and Management) from Murdoch University, Australia

ISSUING HOUSE : Malaysian Issuing House Sdn Bhd (Registration No. 199301003608 (258345-X)) 11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13 46200 Petaling Jaya, Selangor Tel : (03) 7890 4700 Fax : (03) 7890 4670

LISTING SOUGHT

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ACE Market of Bursa Securities