What changed in this filing

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Item 9A. Controls and Procedures

2023-12-14 compared with 2022-12-14 · 124 added, 67 removed, 237 unchanged (45% of the section changed)

34 unchanged sentences

Director/ Chief Financial Officer

Non-Executive Director

Non-Executive

Goh Chuan Meng

Independent Non-Executive Director

Non-Executive

47 unchanged sentences

Ong , aged 47, is an Executive Director and Group Chief Financial Officer of the Group.

Ong was a co-founding team member of EvoAir Group since 2017.

She is responsible for the planning, implementation, managing accounting and finance activities of EvoAir Group, including

business planning, budgeting, forecasting and cashflow management, working alongside with Chief Executive Officer and Group Managing

Director in formulating corporate strategies for the Group as well as spearheading the corporate exercises undertaken by the Group.

Ong has 22 years of experience in general management, corporate finance, private equity, investment management, strategic and advisory,

internal audit in Singapore and Malaysia.

She is the co-founder and Executive Director of Allegro since 2015, an independent strategic

and corporate advisory firm based in Singapore.

Allegro provides advisory services relating to IPO, M&A, business and trade sales,

strategic corporate transactions, and capital raising, which focuses on Southeast Asia and China.

Ong was an Associate Director of

a Singapore-based private equity firm, where she was responsible for managing private equity investments (including origination, structuring,

execution and divestments) in Emerging East Asia with China centric, which includes formulating value creation plans and bringing investee

companies for listing and trade sale as part of exit strategies.

During her tenure with investment banks and corporate and strategic

advisory firms, she was widely involved in corporate finance transactions including cross-border mergers and acquisitions, reverse takeovers,

initial public offerings and equity capital market transactions on ASX, Bursa Malaysia Securities Berhad and Stock Exchange of Hong Kong

Ms Ong and her partner were credited for unlocking the shareholders’ value of an ASX-listed company, Oilfield by restructuring

the group through injecting a healthy business, Jack-In-Pile (M) Sdn Bhd, a Malaysian-based piling company and divesting the ailing oil

and gas business.

Ong was a Co-founder of EvoAir Group

She is responsible for the planning, implementation, managing accounting and finance activities of EvoAir Group,

including business planning, budgeting, forecasting and cashflow management, working alongside with Chief Executive Officer and

Group Managing Director in formulating corporate strategies for the Group as well as spearheading the corporate exercises undertaken

by the Group.

Ong has 22 years of experience in general management, corporate finance, private equity, investment management,

strategic and advisory, internal audit in Singapore and Malaysia.

She is the co-founder and Executive Director of Allegro since

2015, an independent strategic and corporate advisory firm based in Singapore.

Allegro provides advisory services relating to IPO,

M&A, business and trade sales, strategic corporate transactions, and capital raising, which focuses on Southeast Asia and China.

Ong was an Associate Director of a Singapore-based private equity firm, where she was responsible for managing private equity

investments (including origination, structuring, execution and divestments) in Emerging East Asia with China centric, which includes

formulating value creation plans and bringing investee companies for listing and trade sale as part of exit strategies.

her tenure with investment banks and corporate and strategic advisory firms, she was widely involved in corporate finance

transactions including cross-border mergers and acquisitions, reverse takeovers, initial public offerings and equity capital market

transactions on ASX, Bursa Malaysia Securities Berhad and Stock Exchange of Hong Kong Limited.

Ms Ong and her partner were credited

for unlocking the shareholders’ value of an ASX-listed company, Oilfield by restructuring the group through injecting a

healthy business, Jack-In-Pile (M) Sdn Bhd, a Malaysian-based piling company and divesting the ailing oil and gas

Ong graduated from The Australian National University with Bachelor of Commerce majoring in Accounting, Finance and sub-majoring in Economics

23 unchanged sentences

Goh obtained his Bachelor of Engineering (Hons) Mechanical from the University of Industry Selangor, Batang Berjuntai, Selangor in August

Tan , aged 55, is a Non-Executive Director of the Group.

Mr Tan has had 25 years of experience in general management, business development,

sales and marketing Mr.

Tan is a director of Epic Ingredients Sdn Bhd.

Since October 1998, where he is responsible for providing oversight

to the board.

Mr Tan’s role is to provide a creative contribution to the board by providing independent oversight and constructive

challenge to the executive directors.

Prior to acting as director to Epic Ingredients Sdn Bhd, Mr.

Tan holds a Bachelor of Chemistry

(Honours) from the University of Malaysia.

Oh, aged 30, is a Non-Executive Director of EvoAir Group.

20 unchanged sentences

Incentive Plan

Change in pension value and nonqualified deferred compensation earnings

Goh Chuan Meng

Tan Soon Hock

Ivan Oh Joon Wern

in pension value and nonqualified deferred compensation earnings

Period Ended August 31,

60 unchanged sentences

(1) WKL Global Limited is wholly owned and controlled by Low

(2) Chan Kok Wei holds a 50% shareholding of Allegro Investment

(3) Ong Bee Chen holds a 50% shareholding of Allegro Investment

(2) Chan Kok Wei beneficially holds 100%

shareholding of Allegro Investment

(3) Ong Bee Chen beneficially holds 100%

shareholding Allegro Investment

percent of class is based on 102,742,362 shares of common stock issued and outstanding as of December 9, 2023.

1 unchanged sentence

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company

can support its operations or attains adequate financing through sales of its equity or traditional debt financing.

There is no formal

written commitment for continued support by officers, directors, or shareholders.

Amounts represent advances or amounts paid in satisfaction

of liabilities.

The advances are considered temporary in nature and have not been formalized by a promissory note.

February 17, 2017 (Inception) through February 28, 2021, the Company’s former sole officer and director, Veniamin Minkov, loaned

the Company $11,567 to pay for incorporation costs and operating expenses.

The loan is non-interest bearing, due upon demand and unsecured.

Minkov, confirmed to the Board of Directors (“Board”) of the Company to forgive the loan extended by him to the Company amounting

The Company wrote off cash balance of $40 and carrying amount of a fixed asset of $185 against a loan from related party

The balance of the loan from related party and stock refund payable of $1,950 amounting to $13,292 were written off against

additional paid- in capital.

addition, pursuant to the terms of the Securities Purchase Agreement dated February 26, 2021, by an among Veniamin Minkov, the former

sole officer, director, and majority stockholder of the Company and Low Wai Koon (the “Agreement”), Veniamin Minkov warranted

that on the Effective Date (defined hereunder) the Company will have no assets and no debt of any kind including no outstanding tax liabilities

and that all existing contracts entered into by the Company shall be cancelled without liability.

the year ended August 31, 2021, a company related to Dr Low Wai Koon, the Company’s new sole officer and director, has paid fees

on behalf of the Company in view that the Company has yet to open new bank account in the United States of America after Change of Control

disclosed in Note 7 due to travel restrictions imposed as a result of Covid-19 pandemic.

The amount due to related parties were provided

as unsecured obligations.

The funds were used to pay audit and professional fees on behalf of the Company.

The obligations bear no interest,

have no fixed term and are not evidenced by any written agreement.

As of August 31, 2021, the balance in due to related party is $44,134.

rules require us to disclose any transaction since the beginning of our last fiscal year or any currently proposed transaction in which

we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a

direct or indirect material interest.

A related person is any executive officer, director, nominee for director, or holder of 5% or more

of our common stock, or an immediate family member of any of those persons.

Company’s related party list and relationship are as follows:

Relationships

The executive director,

chairman and chief executive officer of the Company is also the shareholder and director of WKL Global Limited.

The executive director,

and director of the Company is also the shareholder and director of Allegro Investment (BVI) Limited.

Tan Soon Hock

One of the shareholders

of the Company and EvoAir Manufacturing (M) Sdn.

Vincent Oh Teik Huat

One of the shareholders

of the Company and, also one of the shareholders and directors of EvoAir Manufacturing (M) Sdn.

Eco Awareness Sdn.

Ewe Tuan Cheng, one

of the shareholders of the Company and acted as one of the Company’s distributors for E-cond Life product.

party balances as of August 31, 2023 and 2022 are as per table below:

party balances

due to shareholders

Name of Related Party

August 31, 2023

August 31, 2022

Shareholder loan/ Expenses paid on behalf

Shareholder loan

Tan Soon Hock

Shareholder loan

Vincent Oh Teik Huat

Shareholder loan

party transactions for years ended August 31, 2023 and 2022, are as per

party transactions

For the years ended August 31,

Name of Related Party

Eco Awareness Sdn.

Sales of E-cond Life product

For the years ended August 31,

Name of Related Party

Eco Awareness Sdn.

Purchase of E-cond Life product

party balances as of August 31, 2023 and 2022 are as per table below:

due to shareholders

Name of Related Party

August 31, 2023

August 31, 2022

Expenses paid on behalf

Other shareholders

Investors funds deposited

receivable - related party

As of August 31,

Name of Related Party

Eco Awareness Sdn.

Sales of E-cond Life product

payable – related party

As of August 31,

Name of Related Party

Eco Awareness Sdn.

Purchase of E-cond Life product

party transactions for years ended August 31, 2023 and 2022, are as per table below:

party transactions

For the year ended August 31,

Name of Related Party

Eco Awareness Sdn.

Sales of E-cond Life product

For the year ended August 31,

Name of Related Party

Eco Awareness Sdn.

Purchase of E-cond Life product

PRINCIPAL ACCOUNTANT FEES

following table presents the fees for professional audit services) for the audit of the Company’s annual financial statements for

following table presents the fees for professional audit services of the Company’s annual financial statements for

the fiscal years ended August 31, 2023 and August 31, 2022 and fees billed for other services rendered by the auditors during those periods.

16 unchanged sentences

following exhibits are filed as part of this Annual Report.

Share Transfer Agreement between Low Wai Koon and Unex Holdings Inc., dated December 20, 2021, incorporated by reference to Exhibit 2.1 on Form 8-K filed on December 21, 2021.

Share Transfer Agreement between Low Wai Koon and WKL Global, dated December 20, 2021, incorporated by reference to Exhibit 2.2 on Form 8-K filed on December 21, 2021.

Share Transfer Agreement between Low Wai Koon and Evoair International Limited, dated December 20, 2021, incorporated by reference to Exhibit 2.3 on Form 8-K filed on December 21, 2021.

Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte.

whereby Unex Holdings Inc.

is the Issuer, dated December 20, 2021, incorporated by reference to Exhibit 2.4 on Form 8-K filed on December 21, 2021.

Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte.

whereby Unex Holdings Inc.

is the Issuer, dated December 20, 2021, incorporated by reference to Exhibit 2.5 on Form 8-K filed on December 21, 2021.

Form of Investment Exchange Agreement between certain Seller and WKL Eco Earth Holdings Pte.

whereby Unex Holdings Inc.

is the Issuer, dated December 20, 2021, incorporated by reference to Exhibit 2.6 on Form 8-K filed on December 21, 2021.

Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth Holdings Pte Ltd, dated December 20, 2021, incorporated by reference to Exhibit 2.7 on Form 8-K filed on December 21, 2021.

Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth Holdings Pte Ltd, dated December 20, 2021, incorporated by reference to Exhibit 2.8 on Form 8-K filed on December 21, 2021.

Form of Subscription Agreement between Ang Lee Kim Jane and Unex Holdings Inc., dated February 15, 2022

Form of Subscription Agreement between Wong Hon Wai and Unex Holdings Inc., dated June 3, 2022

Supplemental Agreement dated October 19, 2022, by and between Unex Holdings Inc.

and Wong Hon Wai.

Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated October 25, 2022

Form of Subscription Agreement between Regulation D Investors and Unex Holdings Inc., dated October 25, 2022

Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated February 20, 2022

Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated July 13, 2023

Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated September 7, 2023

Form of Subscription Agreement between Regulation S Investor and EvoAir Holdings Inc., dated November 21, 2023

OEM Supply Agreement dated December 12, 2023

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

12 unchanged sentences

within the Inline XBRL document)

* Previously filed

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

7 unchanged sentences

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 9A. Controls and Procedures