What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-12-14 compared with 2022-12-14 · 545 added, 236 removed, 177 unchanged (82% of the section changed)

4 unchanged sentences

31 fiscal year end.

December 20, 2021, the Company and Low Wai Koon (“Dr.

Low”) entered into a share transfer agreement, (the “EvoAir International

Share Transfer Agreement”), pursuant to which Dr.

Low agreed to sell all of his ordinary shares of EvoAir International Limited

(“EvoAir International”) to the Company for the consideration of US$100 (“EvoAir Transaction”).

EvoAir International,

through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the sale of heating, ventilation and

air conditioning (“HVAC”) products in Asia.

to the terms of a share transfer agreement dated December 20, 2021, Dr.

Low, the then sole executive officer and director of the

Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34% of the

Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL

Global”) for an aggregate consideration of $100 (the “Change of Control Transaction”).

Upon completion of the Change of Control Transaction, WKL Global owned

2,000,000 shares, or approximately 67.34% of the then issued and outstanding ordinary shares of the Company, which resulted in a

change of control of the Company.

December 20, 2021, the Company and Dr.

Low Wai Koon (“Dr Low”) entered into a share transfer agreement, (the

“EvoAir International Share Transfer Agreement”), pursuant to which Dr.

Low agreed to sell all of his ordinary shares of

EvoAir International Limited (“EvoAir International”) to the Company for the consideration of US$100 (“EvoAir

Transaction”).

EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is

engaged in the R&D, manufacturing, marketing and sale of eco-friendly heating, ventilation and air conditioning (“HVAC”) products and related services.

to the terms of EvoAir International Share Transfer Agreement, Dr.

Low, the then sole executive officer and director of the Company

and the owner of 2,000,000 restricted shares of common stock, with par value of $0.001 per share (“Common Stock”) of the

Company (“EvoAir Shares”), representing approximately 67.34% of the Company’s then issued and outstanding shares of Common Stock, sold his

entire shareholding of the Company to WKL Global Limited, a company incorporated in the British Virgin Islands and wholly owned by

Low (“WKL Global”), for an aggregate consideration of $100 (the “Change of Control Transaction”).

completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares of Common Stock, or approximately 67.34% of the

then issued and outstanding EvoAir Shares, which resulted in a change of

control of the Company.

December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and

allotted in aggregate 98,809,323 ordinary shares of common stock to certain parties.

On completion of the Allotment Transactions, the

total number of issued and outstanding shares of common stock of the Company were 101,779,323 (“Enlarged Share Capital”):

December 20, 2021, Dr.

Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL

Eco Earth Holdings”), pursuant to which Dr.

Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy

Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global

Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000 shares of common stock, respectively, or approximately 0.02%

and 0.01% of the Enlarged Share Capital, respectively.

December 20, 2021, Dr.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share

exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr.

Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to

sell all their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for

the allotment and issuance to WKL Global Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320 shares, 8,280 shares

and in aggregate 14,400 shares, respectively, of the common stock of the Company, or approximately 0.05%, 0.009% and in aggregate

0.014%, respectively, of the Enlarged Share Capital.

On December 20, 2021, Tan

Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment

exchange agreement with WKL Eco Earth Holdings, pursuant to which the Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest

Holders agreed to sell all relevant interests in the EvoAir and its subsidiaries (“EvoAir Group” or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and

issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the common stock of the Company,

or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Enlarged Share Capital.

The board of directors and majority

shareholders of the Company have approved the transaction.

allotted in aggregate 98,809,323 EvoAir Shares to certain parties.

On completion of the Allotment Transactions, the total number of issued

and outstanding EvoAir Shares were 101,779,323 (“Then Enlarged Share Capital”):

On December 20, 2021, Dr.

Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr.

Low’s patents

relating to eco-friendly air-conditioner condenser (external unit), evoair TM and the trademarks described in the deed

of assignment thereunder, and in respect of Dr.

Low’s patents relating to the portable air-conditioner, e-Cond EVO TM

and the trademarks as described in the deed of assignments thereunder (together, the “IP Assignments”).

Pursuant to the

IP Assignments, WKL Global, Allegro Investment (BVI) Limited and certain nominees shall be allotted and issued 63,362,756

shares, 14,297,259 shares and in aggregate 5,487,752 shares, respectively of the Company’s common stock or approximately 62.25%,

14.05% and in aggregate 5.39%, respectively of the Enlarged Share Capital in consideration for the IP Assignments.

Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd

(“WKL Eco Earth Holdings”), pursuant to which Dr.

Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL

Green Energy Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to

WKL Global and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin

Islands with 50% shareholding held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 EvoAir Shares and 6,000 EvoAir Shares,

respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively.

On December 20, 2021, Dr.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (collectively, the “WKLEE Sellers”)

entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which the WKLEE Sellers agreed to sell all their

ordinary shares, amounting in aggregate, 240,000 shares or 80% shareholding of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”)

to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of

49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 EvoAir Shares, respectively, or approximately 0.05%, 0.009% and in

aggregate 0.014%, respectively, of the Then Enlarged Share Capital.

On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”)

entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which the Tan Soon Hock, Ivan Oh Joon Wern and

the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir Group to WKL Eco Earth Holdings in consideration for

the allotment and issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the Common Stock, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Then Enlarged Share Capital.

The board of directors and majority shareholders of the Company have approved the transaction.

On December 20, 2021, Dr.

Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect

Low’s patents relating to eco-friendly air-conditioner condenser (external unit), EvoAir TM and the trademarks

described in the deed of assignment thereunder, and in respect of Dr.

Low’s patents relating to the portable air-conditioner, e-Cond

EVO TM and the trademarks as described in the deed of assignment thereunder (together, the “IP Assignments”).

Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares,

14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%,

respectively of the Then Enlarged Share Capital in consideration for the IP Assignments.

Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”.

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and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary

operations will consist of the prior operations of EvoAir International.

operations consisted of the prior operations of EvoAir International.

International is a company incorporated in the British Virgin Islands on November 17, 2021.

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wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco

Earth, a Malaysian company incorporated on May 17, 2017, and b) WKL Green Energy a Malaysian company incorporated on October 24,

WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a

Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina Co.

(“WKL Eco Earth Indochina”), a Cambodia company incorporated

on February 4, 2021 (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe Green Technology Guangzhou”), a Chinese company incorporated in April 6, 2021 and (f) Evo Air

Marketing, a Malaysian company incorporated in February 2, 2021, is a wholly owned subsidiary of EvoAir Manufacturing.

(b) WKL Green Energy;

(d) 55% of WKL

EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”);

and (e) 55% of WKL Guanzhe Green Technology Guangzhou Co Ltd

(“WKL Guanzhe”).

Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”) is a wholly owned subsidiary of EvoAir

Manufacturing.

June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s

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under the new ticker symbol “EVOH”.

November 21, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents (“Referral Agents”)

in consideration for their referral to the Company of certain investors.

Each Referral Agent is a “non-U.S.

Persons” as defined

in Regulation S.

November 21, 2023, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services

provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia.

Each of the individuals is a “non-U.S.

Persons” as defined in Regulation S.

2 Stockholders

Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of

$2.50, as follows:

February 15, 2022, the Company entered into certain share subscription agreement with Ms.

Ang Lee Kim Jane, who is a “non-U.S.

Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to

which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $2.50, as

part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase

price of $2.50.

The gross proceeds were $185,185.

June 3, 2022, the Company entered into certain share subscription agreement with Mr.

Wong Hon Wai who is a “non-U.S.

Persons” as defined in Regulation S of the Securities Act

pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of

$2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share

purchase price of $2.50.

The gross proceeds were $12,500.

October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented

that it was a “non-U.S.

Persons” as defined in Securities Act.

On the same date, the Company entered into Regulation

D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as

defined in Regulation D of the Securities Act.

Pursuant to the share subscription agreements, the Company agreed to issue and sell

in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares

of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $2.50, as

part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price

The gross proceeds in aggregate were $361,553.

February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom

represented that it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share

subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S

investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an

aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50.

The gross proceeds in aggregate were

July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that

it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription

agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the

Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company

for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50.

The gross proceeds in aggregate

were approximately $625,330.

September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented

that it was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription

agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the

Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company

for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50.

The gross proceeds in aggregate

were approximately $912,889.

November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that

he was a “non-U.S.

Persons” as defined in Regulation S of the Securities Act.

Pursuant to the share subscription

agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the

Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company

for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50.

The gross proceeds in aggregate

were approximately $21,645.

of the Company’s subsidiaries:

and date of incorporation

of issued capital

of ownership interest and voting power held

International Limited

International Limited (“EvoAir International”)

Virgin Islands, November 17, 2021

Investment holding.

of EvoAir International Limited

Subsidiary of EvoAir International

Eco Earth Holdings Pte.

(“WKL Eco Earth Holdings”)

July 12, 2018

Marketing and sale of eco-friendly HVAC products and related services.

of WKL Eco Earth Holdings Pte Ltd

Eco Earth Sdn.

Research and development, manufacturing, marketing and sale of eco-friendly

holding and research and development (“R&D”), marketing and sale of eco-friendly heating, ventilation, and air conditioning

(“HVAC”) products and related services.

Green Energy Sdn.

Subsidiaries of WKL Eco Earth Holdings

Eco Earth Sdn.

(“WKL Eco Earth”)

manufacturing, marketing and sale of eco-friendly HVAC products, and the manufacture and sale of related services as well as food,

pharmaceutical products, and orthopaedic goods.

Green Energy Sdn Bhd (“WKL Green Energy”)

October 24, 2017

Manufacturing (M) Sdn.

on biotechnology.

Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”)

March 22, 2019

Research and development, manufacturing, marketing and sale of eco-friendly

HVAC products and related services.

company, R&D, manufacturing, marketing and sale of eco-friendly HVAC products and related services.

EcoEarth Indochina Co.

Ltd (“WKL EcoEarth Indochina”)

February 4, 2021

Marketing and sale of eco-friendly HVAC products and related services.

Guanzhe Green Technology Guangzhou Co.

and sale of eco-friendly HVAC products and related services.

Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”)

Republic of China, April 6, 2021

Manufacturing, marketing and sale of eco-friendly HVAC products and related

of EvoAir Manufacturing (M) Sdn Bhd

Manufacturing,

marketing and sale of eco-friendly HVAC products and related services

Subsidiary of EvoAir Manufacturing

Air Marketing (M) Sdn.

(“Evo Air Marketing”)

February 2, 2021

Marketing and sale of eco-friendly HVAC products and related services.

June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s

Secretary of State to change the name of the Company from Unex Holdings Inc.

to EvoAir Holdings Inc.

(the “Name Change”),

and the Name Change became market effective on November 4, 2022.

Effective on November 11, 2022, the Company’s shares began trading

under the new ticker symbol “EVOH”.

EvoAir Group intends to continue development of its hybrid

air-conditioning products to further increase its product offerings, as well as to expand its client base, especially with

commercial and industrial clients.

The Group plans to expand its distribution into other South East Asia markets, China and Asia

markets, which has high potential demand for air-conditioning as their population gross domestic product (“GDP”)

Taking advantage of the global awareness and push to reduce harmful factors leading to global warming, the Group

continues to market its EvoAir TM brand and e-Cond Evo TM as a truly eco-friendly product aiming to reduce

emission of waste heat from the condensing unit and at the same time improving energy efficiency.

The Group aims to continue its

innovation through investment into research and development, to further improve on its product line, reduce its carbon emissions as

it strives to become a leader in green Heating, ventilation, and air

conditioning HVAC technology.

Group also continues to improve on its production of air purifier and air-sanitizing systems in order to capitalize on increased market

and sale of eco-friendly HVAC products and related services

Future Strategies

intend to pursue the following strategies to further develop and expand our business:

investment in research and development in hybrid air-conditioning products

Group intends to continue development of its hybrid air-conditioning products to further increase its product offerings, as well as

to expand its client base, especially with commercial and industrial clients.

The Group plans to expand its distribution into other

South East Asia markets, China and Asia markets, which has high potential demand for air-conditioning as their population gross

domestic product (“GDP”) increases.

Taking advantage of the global awareness and push to reduce harmful factors leading

to global warming, the Group continues to market its EvoAir TM brand and e-Cond Evo TM as eco-friendly products

aiming to reduce emission of waste heat from the air-conditioner condensing units and at the same time improving energy efficiency.

The Group aims to continue its innovation through investment into research and development, to further improve on its product lines,

reduce its carbon emissions as it strives to become a leader in HVAC green inventions.

production of air purifier and air-sanitizing systems

Group continues to improve on its production of air purifier and air-sanitizing systems in order to capitalize on increased market

demand for air sanitizing products in the wake of the global coronavirus pandemic.

The Group is expanding usage and application of its

Ionic Nano Copper Solution (“INCU”) technology, which acts as an effective disinfectant solution into more sectors and markets as the Group foresees growth in demand

for air-sanitizing products as a must-have product in general consumer households in the near future.

Besides household consumers, the

Group also aims to expand its commercial and industrial customer base, as well as partake in public sanitation projects.

sanitation products, the company aims to expand into personal healthcare products such as formulated toiletries cleansers incorporating

the INCU ionic nano copper solution as an active ingredient.

The Group is expanding usage and application of

its INCU Technology, which acts as an effective disinfectant solution into more sectors and markets as the Group foresees growth

in demand for air-sanitizing products as a must-have product in general consumer households in the near future.

Besides household

consumers, the Group also aims to expand its commercial and industrial customer base, as well as partake in public sanitation projects.

In terms of sanitation products, the company aims to expand into personal healthcare products such as formulated toiletries cleansers

incorporating the INCU ionic nano copper solution as an active ingredient.

key component of our strategy is to enter into and expand into new markets with high demand for HVAC.

The Group intends to replicate

the similar model, continue development of its product line and expand into other Southeast Asian countries and the Chinese market,

with possible expansion into the Middle East, Indonesia and India in the future.

importance of environmental-friendly technology

Group also advocates the importance of promoting environmentally friendly technology and creating awareness to the public to play

a part in protecting the environment as well as creating synergy with the Group’s products and brand image.

5 May 2023, the Company launched ‘Cool the Earth Day’ which marks the birth of the environmental movement for HVAC industry.

It was a movement launched by EvoAir Group advocating that (i) everyone can enhance his/her lifestyle through green inventions while

preserving the Earth;

and (ii) everyone can be the ‘Ambassador of the Earth’ - everyone can do a part, be it in the smallest

way in protecting our environment.

‘Cool the Earth Day’ is a movement in line with the Company’s mission to contribute

to the Earth and society amidst the alarming global warming and climate change issues confronting the world and its 8 billion population

through green inventions and creating awareness.

We hope that through this movement, people will raise their awareness that everyone

can do a part, be it in the smallest way in protecting our environment.

At EvoAir, every member is an Ambassador of the Earth, sharing

the same mission of protecting the Earth.

The Company believes that everyone around the globe can be an Ambassador of the Earth.

2023, the Group collaborated with a university in Malaysia to study the effect of heat generated by outdoor condensing unit of

traditional air-conditioning system towards surrounding environment, by studying the effects of air conditioning system on plant

growth in a green-house setting.

The study concludes that air produced by EvoAir TM outdoor condensing unit, Coolpressor,

is lower in temperature and is more environmental friendly and favourable for the growth of green planted compared to hot air

produced by conventional air-conditioner outdoor condensing unit.

This positive outcome will surely path a new and sustainable

direction in term of energy savings.

The Group looks to continue embracing such promotions and is

committed to creating awareness and promoting environmental sustainability.

We envision becoming an international player in HVAC

sector focusing on environmental, social, governance (“ESG”) efforts and initiatives in the future.

and distributing INCZN health supplement

Group has launched an INCZN health supplement product and partnering with OEM to manufacture the supplements.

INCZN is designed to

provide health benefits including improving immune system, protecting against diseases such as mouth, throat and lung cancer, regulate

blood pressure and strengthening cardiovascular health, improve stomach digestion and gout repair through the benefit of zinc and

The Company intends to build on the further development and distribution of INCZN in order to diversify our product offerings

in the future.

Air Conditioners

Group first invented its line of eco-friendly portable air-conditioners under its e-Cond EVO TM brand in 2017.

the objective of embracing well-being of mankind through green living and preserving the Earth through green inventions e-Cond

EVO TM is a breakthrough invention building on the research and development (“R&D”) of Dr Low Wai Koon

Low”), our Director, Chairman and Chief Executive Officer and his team, it is the Group’s first invented its

line of eco-friendly portable air-conditioners under its e-Cond EVO TM brand in 2017.

unit is an eco-friendly air-conditioning system with patent pending heat emission control system (“HECS”) technology, which regulates the temperature and volume of heat

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integrating evaporative cooling process with refrigeration cycle, reducing temperature of the output air by approximately 30% while achieving

an optimal cooling performance of approximately 25 degree Celsius.

The patent pending technology in the unit allows it to utilize up

to 60% less energy than its traditional portable air-conditioning units.

an optimal cooling performance of approximately 25 to 28 degree Celsius.

The patent pending technology in the unit allows it to utilize

substantially lower energy than its traditional air-conditioning units.

The portable air-conditioning systems also incorporate ionizer

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the Super King and the Outdoor King.

Group continued to research on incorporating its patent pending heat emission control system (“HECS”) Technology as well as various other patent pending technologies

Group continued to research on incorporating its patent pending HECS Technology as well as various other patent pending technologies

into its product line, subsequently launching its EvoAir TM hybrid air-conditioners in 2021.

Group’s EvoAir TM hybrid air-conditioners produced less heat emission through its patent pending HECS technology, as

well as increased humidity and moisture of the expelled air to allow for a comfortable environment surrounding the external condenser

unit during operation.

EvoAir TM hybrid air-conditioners replaced traditional outdoor condenser units cooling coils with a

Coolpressor Unit that incorporates various patent pending technologies.

The Group’s patent pending HECS technology contributes

to a reduction in waste heat produced by the Coolpressor unit by up to 25 degrees Celsius as well as reducing energy consumption by up

to 20% compared to conventional air-conditioning units that utilizes long copper coils for cooling.

The Coolpressor Unit increase the

humidity of the expelled air by 20%, producing comfortable humidity levels in the surrounding environment around the Coolpressor Unit.

This allows the unit to become a supplementary external-use cooling system by releasing moisturized air at approximately 28 degrees Celsius

with a humidity of approximately 58% while operating under outdoor conditions.

The significant decrease in waste heat and reduction in

energy consumption play an important role in reducing harmful effects to the environment, in line with the Group’s philosophy of

producing eco-friendly products.

Group’s core product, EvoAir TM , is a first-of-its-kind eco-friendly air-conditioner with granted patent or utility model/

patent or utility model pending heat emission control system (“HECS”) proprietary technology, which turns waste heat released

by conventional air-conditioner condenser (external unit) into cool and moisturised air at approximately 26 o C to 32 o C

with a humidity of ±60%, operating under outdoor condition, which is optimal for human and living things.

The re-engineering of

the air-conditioning system has transformed the air-conditioner condenser (external unit) into a supplementary cooling unit or ‘ Coolpressor ’,

which also functions as an air cooler.

It also reduces energy consumption of at least 20% compared to conventional air-conditioning units.

The significant decrease in waste heat and reduction in energy consumption play an important role in reducing harmful effects to the

environment, in line with the Group’s mission of producing eco-friendly invention in protecting the Earth.

Air-conditioning

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EvoAir TM hybrid air-conditioning system was awarded SGS International Certification in 2021.

offer a variety options of EvoAir TM hybrid air conditioner range from 1.0 HP to 2.5 HP, where indoor units of wall mounted

and ceiling cassette (selected models) options are available for residential users.

Our residential EvoAir TM units are all

supplied by 220-240V, single phase and 50Hz of power supply, using R32 as refrigerant.

While the dimension size for outdoor unit (Coolpressor)

is 925mm x 355mm x 685mm, which comes with an LCD remote control to operates it individually.

Each coolpressor is equipped with an up

& down automatic louver.

from residential units, we also offer EvoAir TM commercial / industrial units range from 5HP to 25HP, where the placement of

air conditioner unit in the ideal settings would be most cooling effective to the certain area.

The application of commercial units are

normally office buildings, retail stores, warehouses, or manufacturing facilities.

Due to efficiency consideration, commercial units

are using 3 phase power supply and R410A as refrigerant charge (instead of R32).

Dimension size of Coolpressor comparing to residential

units are larger and heavier too.

also provide retrofit service to commercial customers that wishes to keep their existing HVAC systems.

Our retrofitting services include

replacing the customers’ outdoor condensing unit with the patent-pending HECS technology.

Retrofitting service allow for large

saving of resources for our enterprise customers, who can avoid fully replacing their air conditioning units, which may be costly depending

on the number of existing air conditioning unites already deployed.

Customization

also provide customization services for specific customers, including stainless-steel coverings to prevent corrosion for customers in

locations susceptible to erosion, such as near the coastline.

Manufacturing

Group produces its Coolpressor under its EvoAir TM brand.

Meanwhile, the Group partners with original equipment manufacturers (“OEM”) to produce an air-conditioner

Meanwhile, the Group partners with OEMs to produce a air-conditioner

indoor unit (blower) to complement its EvoAir TM Coolpressor as well as its eco-friendly portable air-conditioner systems under

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Supply and Maintenance Service

Group licenses its various proprietary and patent pending technologies to OEMs and other brands to be incorporated in various HVAC products.

The Group has also catered to industrial clients including supplying products to factory settings or real estate developments spread

out across different geographical locations including Malaysia, Cambodia, Singapore as well as Thailand as well as providing

maintenance and installation services of its EvoAir TM products to various commercial customers.

Group licenses its various proprietary and granted patent or utility model/ patent or utility model pending patent technologies to OEMs

and other brands to be incorporated in various HVAC products.

The Group has also catered to industrial clients including supplying products

to factory settings or real estate developments spread out across different geographical locations including Malaysia, and Cambodia and

Singapore as well as Indonesia as well as providing maintenance and installation services of its EvoAir TM products to various

commercial customers.

address the spread of the Covid-19 pandemic which arose during the end of 2019 , the EvoAir Group launched a new series of air-sanitizing

products during the middle of 2020.

with its supplier, the Group became an exclusive authorized distributor of Ionic Nano Copper Solution (“INCU”) technology, which involves the use of an ionic nano copper

with its supplier, the Group became an exclusive authorized distributor of INCU technology, which involves the use of an ionic nano copper

The active ingredients of the solutions, Copper Sulphate Pentha-Hydrate, has a proven track record as well as having been certified

1 unchanged sentence

and animal use.

INCU has been recognized as being vital to health, as well as having proven to be effective against

INCU (Ionic Nano Copper) has been recognized as being vital to health, as well as having proven to be effective against

influenzas, bacteria such as E.

4 unchanged sentences

vapour or mist, E-Cond Life products act as environmental disinfecting solutions for air sanitization.

e-Cond Life sanitizer system has been certified under the IECEE CB Scheme, while the INCU solution used by

e-Cond Life sanitizer system has been certified under the IECEE CB Scheme, while the INCU ionic nano copper solution used by

the system has been certified by NSF International (USA) to be compliant with NSF / ANSI60 standards for all applicable requirements.

3 unchanged sentences

order to sanitize the environment.

an exclusive authorized distributor of the INCU solution, the Group has partnered with various distributors to distribute

the technology to other brands and markets.

Through these various partnerships, the Group’s air purifier systems

and INCU are produced and distributed to 11 countries by various distribution channels, including through several well established marketing

companies with their own respective online platforms.

The Group markets its brand to target customers that are attracted to the Group’s

eco-friendly image, the product’s ability to inhibit bacteria and viruses, as well as to provide a clean and safe environment.

Air-Conditioner

Low’s research into green technology, the Group first invented its eco-friendly portable air-conditioning system under the

e-Cond EVO TM brand in 2017, aimed at a market that is conscious of the effects of global warming and wish to pursue eco-friendly

Group has since developed its hybrid air-conditioner systems in 2021 under the EvoAir TM in two configurations:

(i) an indoor

unit together with an outdoor Coolpressor unit;

and (ii) an individual Coolpressor unit compatible with the customer’s pre-existing

The Group aims to market its EvoAir TM products through 3 main channels:

1) traditional distributor and

dealership point of sales model which will increase the Group’s market presence throughout the Malaysia and into other Asian markets;

2) Entry into project based contracts with housing developers, office building management, schools, government offices as well as industrial

and 3) E-Commerce online sales and deliveries.

The Group currently focuses on the Malaysian and Singapore market as its primary

markets, as it continues to expand into the China market as well as other ASEAN countries.

Group also licenses its patent pending technology to partners in its current market, and aims to expand its licensing to partners from

potential markets.

an exclusive authorized distributor of the INCU solution, the Group has partnered with various distributors to distribute

the technology to other brands and markets.

The Group has distributed the INCU technology across the South East Asia region, from locations

including Singapore, Malaysia, China and Cambodia, Brunei, Philippines, Indonesia, South Korea, Hong Kong, Thailand and Africa.

focuses on marketing its brand to customers that are attracted to the Group’s eco-friendly image, the technology’s ability

to inhibit bacteria and viruses, as well as its ability to provide a clean and safe environment.

an exclusive authorized distributor of the INCU ionic nano copper solution, the Group has partnered with various distributors to distribute

the technology to other brands and markets, Singapore, Thailand.

We entered into a long term original design manufacturer supply agreement

with our largest nano copper solution supplier in September, 2020.

Our purchase from our largest nano copper supplier amounted to approximately

$Nil and $315,627 for FYE2023 and FYE 2022, respectively, representing approximately Nil% and 37% of our total purchases, respectively.

As is customary in the supply or sales arrangements, the agreements with our largest supplier are terminable by either party by giving

Through these various partnerships, the Group’s air purifier systems and INCU are produced and distributed by various distribution channels, including through several well established marketing companies with their own respective online platforms.

The Group market its brand to target customers that are attracted to the Group’s eco-friendly image, the product’s ability

to inhibit bacteria and viruses, as well as to provide a clean and safe environment.

Group’s success and future revenue growth depend, in part, on our ability to protect our intellectual property.

The Group relies

primarily on patent and trademark laws, as well as confidentiality procedures, to protect our proprietary technologies and processes.

Group believes that the core of its business is comprised of our proprietary technologies, including its granted patent or utility model/

patent or utility model pending patent HECS technology.

As a result, the Group will strive to maintain a robust intellectual property

The Group’s success and future revenue growth may depend, in part, on its ability to protect its intellectual property

as products and services that are material to its operating results incorporate patented technology.

Group believes its rights to patents and trademark rights serve to distinguish and protect its products from infringement and contribute

to our competitive advantages.

The Group had patents and trademarks in various stages of the registration application process in Malaysia

and trademarks in various stages of the registration application process in China.

cannot assure you that any patents or copyrights will be issued from any of our pending applications.

In addition, any rights granted

under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any commercial advantage

With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use proprietary

technology without authorization or to develop similar technology independently.

We may in the future initiate claims or litigation against

third parties to determine the validity and scope of proprietary rights of others.

In addition, we may in the future initiate litigation

to enforce our intellectual property rights or to protect our trade secrets.

Air Conditioner Industry

demand for cooling

on the latest report by the International Energy Agency 2018, in 2016 there were approximately 1.6 billion units of air conditioners

in use globally, and China and the United States accounted for 36% and 23% of the total consumption, respectively.

In addition, total

air conditioner sales in the five year period ending December 31, 2020 have averaged approximately 111 million units each year.

to International Energy Agency (“IEA”) (https://www.iea.org/energy-system/buildings/space-cooling#tracking), there are currently

about 2 billion air conditioning units operating worldwide, and by 2050, it is predicted that there will be 5.6 billion units.

to the statistics report published by the Japan Refrigeration and Air Conditioning Industry Association (“JRAIA”) (https://www.jraia.or.jp)

in July 2022, the world’s total air conditioner demand in 2021 is estimated at 110 million, which represent 102% of the world demand

Looking at the 2021 world demand in terms of Japan, China and other regions, the largest demand is from China, of which demand

is estimated to have reached 41.305 million, representing 98% of 2020’s demand.

China’s demand accounts for 38% of the total

global demand.

Next to China, the Asian region (excluding Japan and China) stands at approximately 17.983 million, followed by North

America with 16.515 million, Japan with 10.201 million, Europe with 8.885 million and Latin America with 6.547 million.

Air-conditioners

86 unchanged sentences

This means 45% lower electricity costs for everyone as well, compared to if there were no efficiency improvements in air conditioners

2018, approximately 111 million units of air conditioners were sold globally of which approximately 87% were residential units and approximately

13% were commercial units.

The CAGR from 2012 to 2018 was approximately 2.2%.

China was the largest consumer of air conditioners globally

and it accounted for approximately 40% of all air conditioners sales.

Asia (ex-Japan and China) had the highest CAGR of approximately

5.3% from 2012 to 2018 followed by Africa at approximately 3.9% CAGR.

The global air conditioners systems market was valued at approximately

$106.6 billion in 2020 and was expected to grow at a CAGR of approximately 6.3% from 2021 to 2028.

The market size for that of China

was approximately $37.0 billion in 2020 and was expected to grow at a CAGR of approximately 7.4%.

The major air conditioners manufacturers

globally come from Japan, South Korea, China and the USA.

Daikin was the leading player globally with approximately $20.3 billion of

revenues from the heating, ventilation and air conditioners segment in Financial Year ended 2020.

air-conditioning and air purifying industry in Asia is highly competitive.

Key market players in HVAC products includes several multinational,

regional and local companies, the largest of which include Daikin Industries Ltd, Midea Group Co, Trane Technologies PLC, Carrier Global

Corp, LG Electronics, Inc, Panasonic Corp and Mitsubishi Electric Corp.

Sales depend on price, product availability, delivery schedule,

product performance, product line breadth, brand reputation, design, technical expertise and service.

Group’s competitiveness arise from its focus on eco-friendly and highly efficient product offerings.

Group’s success and future revenue growth depend, in part, on our ability to protect our intellectual property.

The Group relies

primarily on patent and trademark laws, as well as confidentiality procedures, to protect our proprietary technologies and processes.

Group believes that the core of its business is comprised of our proprietary technologies, including its patent pending HECS technology.

As a result, the Group will strive to maintain a robust intellectual property portfolio.

The Group’s success and future revenue

growth may depend, in part, on its ability to protect its intellectual property as products and services that are material to its operating

results incorporate patented technology.

Group believes its rights to patents and trademark rights serve to distinguish and protect its products from infringement and contribute

to our competitive advantages.

The Group had patents and trademarks in various stages of the registration application process in Malaysia, China, Thailand, Philippines, Vietnam, Taiwan, Japan as well as Patent

Cooperation Treaty

and trademarks in various stages of the registration application process in Malaysia and China.

cannot assure you that any patents or copyrights will be issued from any of our pending applications.

In addition, any rights granted

under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any commercial advantage

With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use proprietary

technology without authorization or to develop similar technology independently.

We may in the future initiate claims or litigation against

third parties to determine the validity and scope of proprietary rights of others.

In addition, we may in the future initiate litigation

to enforce our intellectual property rights or to protect our trade secrets.

Additional information about the risks relating to our intellectual

property is provided under “Risk Factors—Risks Related to Intellectual Property.”

Number of Aircon sold per Year (Thousands of units)

Residential Aircon

Commercial Aircon

North America

Asia (Ex-Japan and China)

Latin America

By Country (Standalone)

Selected South East Asia

World Air Conditioner Demand by Region (June 2019 & July 2022) - The Japan Refrigeration and Airconditioning Industry Association

derived from the JRAIA report, in 2021, approximately 110 million units of air conditioners were sold globally of which approximately

86% were residential units and approximately 14% were commercial units.

on statistics available in the JRAIA report, we calculated both CAGR of residential and commercial air conditioners from 2013 to 2021

increased to approximately 0.50% and 1.77% respectively.

China was the largest consumer of air conditioners globally and it accounted

for approximately 38% of all air conditioners sales.

Oceania had the highest CAGR of approximately 4.95% from 2013 to 2021 followed by

Africa at approximately 3.97% CAGR.

Aircon Brands Globally

Activities (1)

Capitalisation (US$) (2)

Industries Ltd

Stock Exchange

Industries Ltd manufactures air conditioners and refrigerants.

The company provides an array of products and technologies related

to air-conditioning, refrigeration systems, oil hydraulics, defense systems, chemicals, and other electronics.

The company’s

air conditioners are widely used in residential, commercial, and industrial applications.

It also offers chemical products such as

fluoroplastics, chemical engineering machinery, fluorocarbons, and fine chemical products.

The company offers industrial hydraulic

equipment and machinery, mobile hydraulic equipment, components for guided missiles and oxygen therapy equipment.

45,305,894,021.68

Stock Exchange

Group Co Ltd is a manufacturer, marketer, and seller of diversified products, including consumer appliances, HVAC (heating, ventilation

and air-conditioning) systems, robotics and industrial automation and smart supply chain.

The company’s major products include

both residential and commercial air-conditioners, laundry appliances, kitchen appliances, refrigerators, smart logistics, components,

and various small home appliances.

It also provides installation, maintenance, after-sale and professional services.

52,971,307,174.30

Technologies PLC

York Stock Exchange

Technologies Plc is a manufacturer of industrial goods.

It designs, manufactures, and sells a portfolio of industrial and commercial

The company’s products enhance the quality, energy efficiency and comfort of air in homes and buildings, transport

and protect food, and perishables;

and increase industrial productivity and efficiency.

46,750,742,407

York Stock Exchange

Global Corp is a provider of heating, ventilating, air-conditioning, refrigeration systems, building automation, and fire and security

technologies.

The company’s products comprise furnaces, air conditioners, heat pumps, ductless systems, refrigeration equipment,

boilers, indoor air quality products, compressors, thermostats, and refrigeration equipment.

It also offers design, maintenance,

and installation services.

44,025,723,791

Electronics Inc

Electronics Inc manufactures and distributes consumer electronics and home appliances.

The company’s product portfolio comprises

televisions, monitors, personal computers, refrigerators, audio and beauty appliances, video equipment, washing machines, dishwashers,

air purifiers, dehumidifiers, residential and commercial air conditioners, and vacuum cleaners.

It also offers vehicle components,

smartphones, information displays, solar panels, substrate and material, motor and sensor components, optic solutions, automotive

components and camera modules.

12,710,345,700.78

Panasonic (6)

Stock Exchange

Holdings Corp develops, produces, sells and services a range of electric and electronic products.

Panasonic’s product portfolio

includes room air-conditioners, TVs, fixed-phones, digital cameras, video equipment, home audio equipment, rice cookers, lamps, wiring

devices, air-conditioning equipment, air purifiers and bicycles.

It also offers electronic components, mounting machines, welding

equipment, PCs and tablets, projectors, batteries, electric motors, electronic components, electronic materials, semiconductors and

It provides consumer, logistics, automotive, aviation, entertainment, manufacturing and housing solutions, among others.

26,525,724,817.29

Electric Corp

Stock Exchange

Electric Corp develops, manufactures, and markets electrical and electronics products.

The companys product portfolio comprises of

air conditioning systems, home products, factory automation systems, automotive equipment, building systems, energy systems, visual

information systems, transportation systems, semiconductors and devices, information and communication systems, space systems and

public systems.

It also offers maintenance services, it infrastructure services and network services.

Mitsubishi Electric serves

information processing and communications, space development and satellite communications, consumer electronics, industrial technology,

energy, transportation, and building equipment sectors.

25,969,754,304.48

Smart Home Co Ltd

Stock Exchange

Group is involved in the manufacturing, marketing and selling of a wide range of home appliances and consumer electronic products

such as refrigerators, air conditioners, washing machines, water heaters, TVs, kitchen electric appliances, digital and home appliances,

and computers.

19,888,854,594.45

International Inc

York Stock Exchange

International Inc is a climate control solutions provider.

The company designs, manufactures and markets a wide range of products

for the heating, ventilation, air conditioning and refrigeration (HVACR) markets.

Its heating and cooling products comprise a broad

range of heat pumps, furnaces, packaged heating and cooling systems, accessories to improve indoor air quality, air conditioners,

comfort control products, installation and services of commercial heating and cooling equipment, replacement parts and supplies.

13,131,076,508

Controls (10)

Controls International PLC

York Stock Exchange

Controls International Plcis a technology and multi-industrial company.

It engineers, develops, manufactures, and installs building

products and systems.

The company offers HVAC equipment, fire suppression, distributed energy storage, fire detection, industrial

refrigeration, building automation and controls, digital solutions, residential and smart home security, and retail solutions, among

35,131,726,556

Electronics Co.

Electronics Co Ltd is a manufacturer of consumer electronics, information technology and mobile communications, and device solutions.

The company’s product portfolio includes televisions, refrigerators, washing machines, air conditioners, medical devices, printers,

monitors, computers, network systems, and digital cameras.

It also manufactures LCD and LED panels, mobile phones and smartphones,

tablets, and related accessories.

Samsung provides solutions to retail, hospitality, healthcare institutions, finance, education,

transportation, and government sectors.

299,993,512,702.60

Whirlpool (12)

York Stock Exchange

Corp is a designer, manufacturer, and supplier of home and kitchen appliances.

Its product portfolio includes laundry appliances,

refrigerators and freezers, cooking appliances, dishwashers, mixers, washing machines, air conditioners, heating and cooling products,

water filters, and other portable household appliances.

6,758,483,110

Stock Exchange

Corp (Sharp) designs, develops, and markets digital information equipment, health and environmental equipment, energy, and business

The company’s major products include refrigerators, microwave ovens, electric fans, beauty appliances, LED lights,

air conditioners, washing machines, televisions, projectors, mobile phones, tablets, calculators, telephones, thin-film solar cells,

solar cells, and storage battery.

It also provides sensors, office solutions, humidifiers, dehumidifiers, business projectors, information

displays, options and consumables, software, and ultrasonic cleaners.

The company serves to original equipment manufacturers, electronics

industries, solar industries, and household customers.

4,142,993,386.89

https://www.globaldata.com/

As at 13 Oct2023

https://www.jpx.co.jp/

https://www.midea-group.com/investors/stock-info

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001466258/000146625823000186/tt-20230630.htm

https://www.sec.gov/ix?doc=/Archives/edgar/data/1783180/000178318023000056/carr-20230630.htm

http://data.krx.co.kr/contents/MDC/MDI/mdiLoader/index.cmd?menuId=MDC0201020203

https://www.jpx.co.jp/

(10) http://www.sse.com.cn/assortment/stock/list/info/company/index.shtml?COMPANY_CODE=600690&FULLNAME=%E6%B5%B7%E5%B0%94%E6%99%BA%E5%AE%B6%E8%82%A1%E4%BB%BD%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8

https://www.sec.gov/ix?doc=/Archives/edgar/data/1069202/000162828023025847/lii-20230630.htm

https://www.sec.gov/ix?doc=/Archives/edgar/data/833444/000083344423000030/jci-20230630.htm

http://data.krx.co.kr/contents/MDC/MDI/mdiLoader/index.cmd?menuId=MDC0201020203

https://www.nyse.com/quote/XNYS:WHR

https://www.jpx.co.jp/

reflected in the table below, we currently have registered trademarks, several patents or pending patents for our proprietary drone,

sensor and software technologies filed in the United States and certain jurisdictions abroad.

As of December 9, 2023, our trademark

portfolio includes granted patent or utility model/ patent or utility model pending in various countries and stages.

We also consider

our manufacturing processes to be trade secrets and have non-disclosure agreements with current employees and business

partners to protect those and other trade secrets held by the Company.

Risks related to the protection and exploitation of IP rights

are set forth in “Risk Factors.”

Patents or Utility Models and Pending Patents or Utility Models

Unit (E-coil)

PCT/MY2020/050038

WO/2020/246871

Unit (E-coil)

PCT/MY2020/050070

WO/2021/034185

Unit (E-ball 1)

PCT/MY2020/050207

WO/2021/137695

Unit (E-ball 1)

202090001025.2

Unit (E-ball 1)

Unit (E-ball 2)

PCT/MY2021/050119

WO/2022/139572

Unit (E-ball 2)

202190000952.7

Unit (E-ball 2)

P6001550/2023

Unit (E-ball 2)

KH/UM/2023/00003

Unit (E-ball 2)

10-2023-7024626

Unit (E-ball 2)

PCT/MY2018/050076

WO/2019/108053

Heating and Cooling Air

new type of air conditioner outdoor unit

pump bracket and air conditioner with the water pump bracket

water curtain structure

fan air guide frame assembly

air conditioner

water distributor damping groove and an air conditioner having the water distributor damping groove

water tank structure

conditioner outdoor unit

Approval And Regulation

business operations involve the development and sale of HVAC products, which are regulated by the Malaysia Energy Commission.

endeavours to ensure the safe and lawful operation of its facilities and distribution of its products and believes it is in compliance

in all material respects with applicable laws and regulations.

Supply Act 1990 (Act 447)

Electricity Supply Act 1990 (“the 1990 Act”) as amended by the Electricity Supply (Amendment) Act 2015 (Act A1501) (“the

ESAA 2015”) and the Electricity Regulations 1994 (“the 1994 Regulations”) provides for the licensing of any electrical

installations.

The 1990 Act also governs the control of any electrical installation, plant and equipment in relation to the safety of

persons, the efficient use of electricity, as well as other related purposes.

1990 Act also mandates that any equipment related to the generation, conversion, transmission, distribution, or use of electrical energy,

or communications—including machinery, transformers, devices, measuring instruments, protective gear, wiring materials, and other

related electrical products or consumer appliances—must comply with prescribed standards for efficient electricity usage before

being manufactured, imported, sold, or leased.

The 1990 provides that if someone tampers with, adjusts, manufactures, or imports any

electrical installation or equipment in a manner that poses or is likely to pose a danger to human life, limb, or causes damage to any

equipment or property, they are committing an offense.

The penalty for such an offense, upon conviction, is a fine of up to RM1,000,000,

imprisonment for up to 10 years, or both.

at the date of this report on Form 10-K, Evo Air Manufacturing has obtained a license issued by the Energy Commission of Malaysia (License

JKKE/KI/21/00179 and JKKE/KK/21/00027) for the import and manufacture of electrical appliances.

Evo Air Manufacturing is

also in the midst of renewing its other certificates of approval with the Energy Commission.

of December 9, 2023, the Group has approximately 23 employees, all of whom were full-time employees located in Malaysia, Singapore,

China and Cambodia.

None of the Group’s employees are represented by a labor union.

We have never experienced any employment related

work stoppages, and we consider our relations with our employees to be good.

On October 8, 2021, a filing (the “Filing”)

was made with the Kuala Lumpur High Court by a reseller (the “Reseller”) of the Company’s INCU ionic nano copper solution

(the “Solution”) and the Reseller’s related party (together with the Reseller, the “Plaintiffs”).

The Reseller was authorized by WKL Eco Earth’s

sole distributor of the Solution (the “WKL Distributor”) to resell the Solution together with a diffuser with a capacity of

not more than 1000ml through a tripartite agreement (the “Tripartite Agreement”) entered into between (a) the Reseller, (b)

the WKL Distributor and (c) a solution packaging company (the “Packaging Company”).

WKL Eco Earth was not a party to the Tripartite

Agreement and did not directly authorize or engage the Reseller in the resale of the Solution.

In the Filing, the Plaintiffs claimed against (i)

WKL Eco Earth;

(iii) Chan Kok Wei, (iv) the Packaging Company and (v) two directors of the Packaging Company for loss and

damages arising from an alleged breach of contract, defamation and tort of inducement.

The Plaintiffs also alleged that pursuant to the

Tripartite Agreement, WKL Eco Earth was prohibited from selling the Solution to any party other than the WKL Distributor and allow for

the resale of the Solution by the Plaintiffs without limitation, and that the Plaintiffs were not confined in their resale of the Solution

to a diffuser with a capacity of not more than 1000ml.

The Company believes the claims are without merit and will defend itself

against the claims.

of Full-Time Employees

Singapore, China

and Accounting

Resources & Administrative

& Development

Affairs & Investor Relationship

Executive Offices

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business