What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-11-29 compared with 2023-12-14 · 155 added, 153 removed, 569 unchanged (35% of the section changed)

and Business Background

Holdings Inc., (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”)

is a corporation established under the corporation laws in the State of Nevada on February 17, 2017.

Holdings Inc.

(formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”)

is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February 17, 2017.

The Company has adopted an August

31 fiscal year end.

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

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 a 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 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”):

engaged in the research and development (“ R&D”),

manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products and related

services 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 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, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate

consideration of $100 (“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, 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 (“Then Enlarged Share

On December 20, 2021, Dr.

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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.

Islands (“BVI”) with 50% shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 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”)

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, 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

49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 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, 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 Tan Soon Hock, Ivan Oh

Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir International and its subsidiaries

to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in

aggregate 6,001,794 EvoAir shares, respectively, 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

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”.

The closing of the Transactions (the “Closing”) occurred on December 20, 2021 (the “Closing Date”).

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

respect of Dr.

Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit),

EvoAir TM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of

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

trademarks and trademark applications as described in the deeds 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

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

The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”).

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

operations consisted of the prior operations of EvoAir International.

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

Effective from the December 20, 2021, it

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

(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.

operations will consist of the prior operations of EvoAir International and its subsidiaries.

International is a company incorporated in BVI on November 17, 2021.

Effective from the December 20, 2021, it 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, 2017.

WKL Eco Earth

Holdings acquired (c) EvoAir Manufacturing (M) 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 Ltd (“WKL EcoEarth Indochina”), a

Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a

Chinese company incorporated on April 6, 2021.

EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air

Marketing”), a Malaysian company incorporated on February 2, 2021.

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

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The gross proceeds in aggregate

were approximately $21,645.

were approximately $21,645 Reverse S

April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split

of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4.

Following such

resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the

Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM.

Eastern Time on September

11, 2024 (the “Reverse Stock Split”).

Treatment of Fractional Shares

a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new

share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced

from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).

fractional shares was issued in connection with the Reverse Stock Split.

Fractional shares were rounded up to the nearest whole number

November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5% issued and outstanding shares

of Common Stock to certain consultant in consideration for their services in relation to proposed initial public offering.

November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% issued and outstanding shares

of Common Stock to certain consultant in consideration for their consulting services.

of the Company’s subsidiaries:

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and sale of eco-friendly HVAC products and related services

* Shareholding increased to 62.5% on August

Future Strategies

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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,

The Group aims to continue 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.

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This positive outcome will surely path a new and sustainable

direction in term of energy savings.

direction in terms of energy savings.

The Group looks to continue embracing such promotions and is

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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.

Group has launched an INCZN health supplement product and is 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 copper.

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

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.

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 (“Dr.

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 to 28 degree Celsius.

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

The patent pending technology in the unit allows it to utilize

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

The 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.

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

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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.

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

Each coolpressor is equipped with an up

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Group produces its Coolpressor under its EvoAir TM brand.

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

Meanwhile, the Group partners with OEMs to produce an 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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order to sanitize the 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.

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 nano copper solution supplier in September, 2020.

There were no purchases

from our nano copper supplier for FYE2024 and FYE 2023, respectively, representing approximately Nil% and Nil% of our total purchases,

respectively.

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

giving notice.

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.

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.

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

Number of Aircon sold per Year (Thousands of units)

Residential Aircon

Commercial Aircon

of Aircon sold per Year (Thousands of units)

North America

Asia (Ex-Japan and China)

Asia (Ex-Japan

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.

Country (Standalone)

South East Asia

Estimates of World Air Conditioner Demand (Ju ly

20 22 & July 202 4 ) - The Japan Refrigeration and

Airconditioning Industry Association (JRAIA)

derived from the JRAIA report, in 202 3 ,

approximately 1 24 million units of air conditioners

were sold globally of which approximately 85% were residential units and approximately 1 5 % were commercial units.

on statistics available in the JRAIA report, we calculated both CAGR of residential and commercial air conditioners from 201 9

to 202 3 increased to approximately 0.94% and 6.75%

respectively.

China was the largest consumer of air conditioners globally and it accounted for approximately 45% of all air

conditioners sales.

By continent, North America had the highest CAGR of approximately 6.67% from 201 9

to 202 3 followed by Europe at approximately 4.83%

Aircon Brands Globally

Activities (2)

Capitalisation (US$) (2)

Capitalisation (USD’bn) (3)

HVAC Revenues (USD’bn) (4)

Industries Ltd

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

45,305,894,021.68

Stock Exchange

5 unchanged sentences

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

52,971,307,174.30

Technologies PLC

5 unchanged sentences

and increase industrial productivity and efficiency.

46,750,742,407

York Stock Exchange

5 unchanged sentences

and installation services.

44,025,723,791

Electronics Inc

6 unchanged sentences

components and camera modules.

12,710,345,700.78

Panasonic (6)

Stock Exchange

6 unchanged sentences

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

26,525,724,817.29

Electric Corp

9 unchanged sentences

energy, transportation, and building equipment sectors.

25,969,754,304.48

Smart Home Co Ltd

3 unchanged sentences

and computers.

19,888,854,594.45

International Inc

6 unchanged sentences

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

5 unchanged sentences

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

35,131,726,556

Electronics Co.

6 unchanged sentences

transportation, and government sectors.

299,993,512,702.60

Whirlpool (12)

York Stock Exchange

3 unchanged sentences

water filters, and other portable household appliances.

6,758,483,110

Stock Exchange

7 unchanged sentences

industries, solar industries, and household customers.

4,142,993,386.89

https://finance.yahoo.com/

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/

Bloomberg (as at 22 Oct 2024)

Bloomberg, Valuer’s estimates,

Financial year ended 31 December 2023

(5) Financial year ended 31 March 2024

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

As of November 27, 2024, 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.”

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

Patents or Utility Models and Pending Patents or Utility Models

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Unit (E-coil)

Pending Certificate

Unit (E-coil)

Pending Certificate

PCT/MY2020/050070

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202190000952.7

Unit (E-ball 2)

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conditioner outdoor unit

Approval And Regulation

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.

of November 27, 2024, the Group has approximately 2 4

employees, 22 of whom are full-time employees and 2 of whom are part-time located in Malaysia, Singapore and China.

of Full-Time Employees

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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