Item 9A. Controls and Procedures
ITEM 9A.
CONTROLS AND PROCEDURES
Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An
evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures as of August 31, 2023. Based on our management’s evaluation under the framework in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded
that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in
the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.
A
material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that
a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In
connection with the assessment described above, management identified the following control deficiencies that represent material
weaknesses at August 31, 2023:
●
Due
to our limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and
preparing financial statements in accordance with US GAAP which could lead to untimely identification and resolution of accounting
matters inherent in our financial transactions in accordance with US GAAP.
●
The
Company has insufficient written policies and procedures for accounting and financial reporting, which led to inadequate financial
statement closing process.
●
The
Company has a lack of segregation of duties, a lack of audit committee or independent governance/oversight.
Our
management also confirmed that there was no change in our internal control over financial reporting during the year August 31, 2023
that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B.
OTHER INFORMATION
None.
54 | Page
PART
III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Our
executive officer’s and director’s and their respective ages as of the date hereof are as follows:
Name
Age
Positions
Low
Wai Koon
53
Executive
Director/ Chairman/ Chief Executive Officer
Chan
Kok Wei
49
Executive
Director/ Group Managing Director
Ong
Bee Chen
47
Executive
Director/ Chief Financial Officer
Goh Chuan Meng
38
Independent Non-Executive Director
Ivan
Oh Joon Wern
30
Non-Executive
Director
Dr.
Low , aged 53, is the founder and Chief Executive Officer of the EvoAir Group since 2017, where heads the research and development team
of EvoAir Group, provides leadership and builds consensus, in conjunction with the Group Managing Director and oversees the day the day-to-day
operations of the Group. Prior to joining the EvoAir Group, Dr. Low had over 15 years of experience in the mechanical engineering sector.
He founded Proficient Auto Sdn Bhd, a chain auto service centre in Malaysia, in 2001 and acted as an executive director from 2001 to
2013 where he was in charge of day to day operation. Dr Low was the founder and Executive Director of LWK Automotive Green Technologies
Sdn Bhd from 2011 to 2017 overseeing day to day operation, as well as designing producing various products focusing on green technologies,
including the Hydraulic Powered Drive System (“HPDS”), a fully waterproof transmission technology that incorporates a normal
combustion engine with a hydraulic system, with the objective to produce an environmentally friendly system that enables conventional
engines and generators to run more efficiently; and multi-purpose rescue vehicle (“MRV”), a unique vehicle built upon the
HPDS green technology for the disaster relief sector. Dr. Low is also the author of ‘The Light’, a book focusing
on creating awareness of environmental protection by mankind as a green activist. He was conferred a Degree of Doctor of Philosophy (Honoris
Causa) with a major in Robotics Engineering Science from the American World University in 2009 and is an Honorary Fellow of the International
Society of Professional Engineers, USA, since 2010.
Mr.
Chan , aged 49, is an executive director of the Group. Mr. Chan is a Co-founder and Group Managing Director of EvoAir Group since 2017.
He is responsible for the general management, planning of overall strategy and day-to-day operations of the Group, development of the
Group’s overall strategic plan, capital markets activities and corporate development initiatives. Mr. Chan has had 22 years of
experience in general management, capital markets, wealth management, investment banking, corporate advisory, corporate development and
investors relations experience in Asia. He is a Co-founder and Managing Director of Allegro Corporate Advisory Pte Ltd (“Allegro”)
since 2015, an independent strategic and corporate advisory firm based in Singapore. Allegro provides advisory services relating to initial
public offerings (“IPOs”), mergers and acquisitions (“M&A”), business and trade sales, strategic corporate
transactions, and capital raising, which focuses on Southeast Asia and China. Mr. Chan was the Director of Corporate Development of ZingMobile
Group Limited (“ZingMobile”) from 2012 to 2017, an Australian Securities Exchange (“ASX”)-listed mobile platform
enabler responsible for the group’s corporate finance, business and corporate development as well as investors relation and stakeholder
management. Mr. Chan was also a director of ZingMobile’s holding company, ZingMobile International Pte Ltd. Prior to joining ZingMobile
group, he was a Vice President at BNP Paribas Wealth Management, Singapore from 2010 to 2012, and Vice President of CIMB Investment Bank,
Malaysia from 2005 to 2010, providing wealth management solutions to high net worth individuals.
Mr.
Chan has listed company transaction experience including spearheading the IPO of Oilfield Workforce Group Ltd (“Oilfield”)
on ASX in 2013; reverse takeover exercise of ZingMobile involving Pixie Entertainment Group Pte Ltd in 2015. Mr. Chan and his partner
were credited for unlocking the shareholders’ value of the then 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.
He was the Independent Non-Executive Director, Chairman of Audit Committee and Nomination Committee of Oilfield.
Mr.
Chan received a Master in Business Administration (Finance) from the Charles Sturt University, Australia in April 2003 and a Bachelor
of Economics from The Australian National University, Australia in April 2000.
55 | Page
Ms.
Ong , aged 47, is an Executive Director and Group Chief Financial Officer of the Group. Ms. Ong was a Co-founder 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. Ms. 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.
Ms. 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 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
business.
Ms.
Ong graduated from The Australian National University with Bachelor of Commerce majoring in Accounting, Finance and sub-majoring in Economics
in April 2000 and obtained Certified Practising Accountant status with CPA Australia since 2004.
Dr.
Goh, aged 38, is an independent non-executive director of the Group. He has also served as the Technology Advisor for the EvoAir Group
since 2017. Dr. Goh had over 10 years’ experience in engineering and teaching. Dr. Goh is an assistant professor at the Universiti
Tunku Abdul Rahman, Kampar since September 2017. From July 2014 to May 2016, Dr. Goh taught as a Graduate Assistance at the Universiti
Teknologi Petronas. From April 2014 to July 2014, Dr, Goh taught as a Physics Teacher at Tenby International School. From March 2013
to April 2014, Dr. Goh worked as a Senior Process Engineer at Finisar Berhad. From January 2010 to March 2013, Dr. Goh worked as an equipment
engineer at Unisem (M) Berhad. From July 2009 to January 2010, Dr. Goh worked as a product engineer at Carsem (M) Berhad. Dr. Goh obtained
both his doctorate degrees of Doctorate of Philosophy in Electronic and Electrical Engineering from the University of Technology Petronas,
Tronoh, Perak and Doctorate Philosophy in Electronic and Image Engineering from the University of Burgundy, Dijon, France in August 2017.
Dr. Goh obtained his Master of Business Administration from the Universiti Utara Malaysia, Sintok in March 2016. Dr. Goh obtained his
Master of Science in Electronic System (Honors Engineering from the University of Technology Petronas, Tronoh, Perak in May 2014. Dr.
Goh obtained his Bachelor of Engineering (Hons) Mechanical from the University of Industry Selangor, Batang Berjuntai, Selangor in August
2009.
56 | Page
Mr.
Oh, aged 30, is a Non-Executive Director of EvoAir Group. Mr. Oh had over 10 years of experience in business development,
finance and sales. Since September 2016, Mr. Oh has been the deputy chief financial officer of Tone Group International Sdn Bhd, a
telecommunications company in Malaysia. Mr. Oh is a Marketing Manager of Bread Buddy PLT, a bakery located in Malaysia since
February 2020. From March 2011 to August 2011, Mr. Oh was a sales executive at Apple Inc. in Malaysia. Mr. Oh obtained a Bachelor of
International Business and Entrepreneurship from the University of Essex with Honours Class II (Division 1), United Kingdom in
2016.
Audit,
Nominating and Compensation Committees
We
do not currently have an audit, nominating or compensation committee or committees performing similar functions. The Board of Directors
as a whole performs such duties.
SIGNIFICANT
EMPLOYEES
Other
than our director, we do not expect any other individuals to make a significant contribution to our business.
57 | Page
ITEM 11.
EXECUTIVE COMPENSATION
The
following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for FYE 2023 and 2022:
Summary
Compensation Table
Name
and
Principal
Position
Financial
Period Ended August 31
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change
in pension value and nonqualified deferred compensation earnings
($)
All
Other
Compensation
($)
Total
($)
Low
Wai Koon
2023
119,667
9,972
-0-
-0-
-0-
-0-
-0-
129,639
Chan Kok
Wei
2023
115,056
9,588
-0-
-0-
-0-
-0-
-0-
124,644
Ong Bee
Chen
2023
88,505
7,375
-0-
-0-
-0-
-0-
-0-
95,880
Goh
Chuan Meng
2023
5,319
-0-
-0-
-0-
-0-
-0-
-0-
5,319
Tan Soon
Hock
2023
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Chan Hong
Fook
2023
1,773
-0-
-0-
-0-
-0-
-0-
-0-
1,773
Ivan Oh
Joon Wern
2023
5,319
-0-
-0-
-0-
-0-
-0-
-0-
5,319
Name and
Principal
Position
Financial
Period Ended August 31,
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in pension value and nonqualified deferred compensation earnings
($)
All Other
Compensation
($)
Total
($)
Low Wai Koon
2022
126,555
10,546
-0-
-0-
-0-
-0-
-0-
137,101
Chan Kok Wei
2022
114,255
9,521
-0-
-0-
-0-
-0-
-0-
123,776
Ong Bee Chen
2022
87,889
7,324
-0-
-0-
-0-
-0-
-0-
95,213
Goh Chuan Meng
2022
5,625
469
-0-
-0-
-0-
-0-
-0-
6,094
Tan Soon Hock
2022
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Ivan Oh Joon Wern
2022
5,625
-0-
-0-
-0-
-0-
-0-
-0-
5,625
There
are no current employment agreements between the company and its officer.
There
are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries,
if any.
Executive
Compensation Philosophy
Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves
the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services
rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance
base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination
believes such grants would be in the best interests of the Company.
58 | Page
Incentive
Bonus
The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the
Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability
of such executives.
Long-term,
Stock Based Compensation
In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award
our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award.
Pensions
As
of December 9, 2023, besides regulatory Central Provident Fund payments for Singapore employees and regulatory employee Provident
Fund Payments for Malaysia employees, we had no pension plans or compensatory plans or other arrangements which provide
compensation in the event of a termination of employment or a change in our control.
ITEM 12.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth information as of December 9, 2023 regarding the ownership of our common stock by each shareholder known
by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive
officers as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with
respect to the shares of common stock beneficially owned.
Title
of Class
Name
and Address of
Beneficial
Owner
Amount
and Nature of Beneficial Ownership
Percent
of class
Common Stock
WKL Global Limited
62,083,643
60.43 %
Ritter House, Wickhams Cay II, PO Box 3170,
Road Town, Tortola VG1110,
Common Stock
Allegro Investment (BVI) Limited
13,547,243
13.19 %
Ritter House, Wickhams Cay II, PO Box 3170,
Road Town, Tortola VG1110,
Named
Executive Officers, Directors
Common Stock
Low Wai Koon
62,083,643 (1)
60.43 %
No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan
Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock
Chan Kok Wei
13,547,243 (2)
13.19 %
No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan
Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock
Ong Bee Chen
13,547,243 (3)
13.19 %
No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan
Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock
Tan Soon Hock
7,037,762
6.85 %
No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan
Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock
Ivan Oh Joon Wern
2,520,000
2.45 %
No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan
Kepong, 52000 Kuala Lumpur, Malaysia.
(1) WKL Global Limited is wholly owned and controlled by Low
Wai Koon
(2) Chan Kok Wei beneficially holds 100%
shareholding of Allegro Investment
(3) Ong Bee Chen beneficially holds 100%
shareholding Allegro Investment
The
percent of class is based on 102,742,362 shares of common stock issued and outstanding as of December 9, 2023.
59 | Page
ITEM 13.
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
SEC
rules require us to disclose any transaction since the beginning of our last fiscal year or any currently proposed transaction in which
we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a
direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more
of our common stock, or an immediate family member of any of those persons.
The
Company’s related party list and relationship are as follows:
Related
parties
Relationships
Dr. Low Wai Koon
The executive director,
chairman and chief executive officer of the Company is also the shareholder and director of WKL Global Limited.
Chan Kok Wei
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. Bhd.
Vincent Oh Teik Huat
One of the shareholders
of the Company and, also one of the shareholders and directors of EvoAir Manufacturing (M) Sdn. Bhd.
Eco Awareness Sdn. Bhd.
Mr. Ewe Tuan Cheng, one
of the shareholders of the Company and acted as one of the Company’s distributors for E-cond Life product.
Related
party balances as of August 31, 2023 and 2022 are as per table below:
Related
party balances
Amount
due to shareholders
As of
Name of Related Party
Nature
August 31, 2023
August 31, 2022
Dr. Low Wai Koon
Shareholder loan/ Expenses paid on behalf
$ 64,592
$ 2,301
Chan Kok Wei
Shareholder loan
53,877
-
Tan Soon Hock
Shareholder loan
80,816
-
Vincent Oh Teik Huat
Shareholder loan
32,810
-
Total
$ 232,095
$ 2,301
60 | Page
Related
party transactions for years ended August 31, 2023 and 2022, are as per
table below:
Related
party transactions
Sales
For the years ended August 31,
Name of Related Party
Nature
2023
2022
Eco Awareness Sdn. Bhd.
Sales of E-cond Life product
$ -
$ 172,475
Total
$ -
$ 172,475
Purchases
For the years ended August 31,
Name of Related Party
Nature
2023
2022
Eco Awareness Sdn. Bhd.
Purchase of E-cond Life product
$ -
$ 71,162
Total
$ -
$ 71,162
Related
party balances as of August 31, 2023 and 2022 are as per table below:
Amount
due to shareholders
As of
Name of Related Party
Nature
August 31, 2023
August 31, 2022
Dr. Low Wai Koon
Expenses paid on behalf
$ -
$ 2,301
Other shareholders
Investors funds deposited
-
-
Total
$ -
$ 2,301
61 | Page
Accounts
receivable - related party
As of August 31,
Name of Related Party
Nature
2023
2022
Eco Awareness Sdn. Bhd.
Sales of E-cond Life product
$ -
$ -
Total
$ -
$ -
Accounts
payable – related party
As of August 31,
Name of Related Party
Nature
2023
2022
Eco Awareness Sdn. Bhd.
Purchase of E-cond Life product
$ -
$ -
Total
$ -
$ -
Related
party transactions for years ended August 31, 2023 and 2022, are as per table below:
Related
party transactions
Sales
For the year ended August 31,
Name of Related Party
Nature
2023
2022
Eco Awareness Sdn. Bhd.
Sales of E-cond Life product
$ -
$ 22,903
Total
$ -
$ 22,903
Purchases
For the year ended August 31,
Name of Related Party
Nature
2023
2022
Eco Awareness Sdn. Bhd.
Purchase of E-cond Life product
$ -
$ 15,904
Total
$ -
$ 15,904
62 | Page
ITEM 14.
PRINCIPAL ACCOUNTANT FEES
AND SERVICES
The
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.
All services reflected in the following fee table were pre - approved, respectively, in accordance with the policy of the Board.
August 31, 2023
August 31, 2022
Audit fees (1)
$ 108,000
$ 89,500
Audit-related fees
1,480
-
Tax fees
780
3,600
All other fees
-
-
Total Fees
$ 110,260
$ 93,100
Notes:
(1) Audit
fees consist of audit and review services, consent and review of documents filed with the SEC. For fiscal years ended August 31, 2023
and August 31, 2022, respectively.
In
its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent
auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent
auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories
of services on a fiscal year basis, subject to the individual project and annual maximums. To date, the Company has not engaged its auditors
to perform any non-audit related services.
ITEM 15.
EXHIBITS
The
following exhibits are filed as part of this Annual Report.
10.1*
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.
10.2*
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.
10.3*
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.
10.4*
Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte. Ltd. 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.
10.5*
Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte. Ltd. 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.
10.6*
Form of Investment Exchange Agreement between certain Seller and WKL Eco Earth Holdings Pte. Ltd. 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.
10.7*
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.
10.8*
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.
10.9*
Form of Subscription Agreement between Ang Lee Kim Jane and Unex Holdings Inc., dated February 15, 2022
10.10*
Form of Subscription Agreement between Wong Hon Wai and Unex Holdings Inc., dated June 3, 2022
10.11*
Supplemental Agreement dated October 19, 2022, by and between Unex Holdings Inc. and Wong Hon Wai.
10.12*
Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated October 25, 2022
10.13*
Form of Subscription Agreement between Regulation D Investors and Unex Holdings Inc., dated October 25, 2022
10.14*
Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated February 20, 2022
10.15*
Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated July 13, 2023
10.16*
Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated September 7, 2023
10.17*
Form of Subscription Agreement between Regulation S Investor and EvoAir Holdings Inc., dated November 21, 2023
10.18*
OEM Supply Agreement dated December 12, 2023
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, executed by Chief Executive Officer
32.2
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, executed by Chief Financial Officer
101. INS
Inline XBRL
Instance Document
101. SCH
Inline XBRL
Taxonomy Extension Schema Document
101. CAL
Inline XBRL
Taxonomy Extension Calculation Linkbase Document
101. DEF
Inline XBRL
Taxonomy Extension Definition Document
101. LAB
Inline XBRL
Taxonomy Extension Label Linkbase Document
101. PRE
Inline XBRL
Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded
within the Inline XBRL document)
* Previously filed
63 | Page
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EVOAIR
HOLDINGS INC.
Dated:
December 14, 2023
By:
/s/
Low Wai Koon
Low
Wai Koon, Chairman, President and Chief Executive Officer
(Principal
Executive Officer)
Dated:
December 14, 2023
By:
/s/
Ong Bee Chen
Ong
Bee Chen
Chief
Financial Officer
64 | Page
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.