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IPO Prospectus

LIM SEONG HAI CAPITAL BERHAD

Subject

PUBLIC OFFERING OF UP TO 191,000,000 ORDINARY SHARES IN LIM SEONG HAI CAPITAL BERHAD ("LSH CAPITAL") ("SHARES") IN CONJUNCTION WITH THE TRANSFER OF LISTING AND QUOTATION OF THE ENTIRE ENLARGED ISSUED SHARES OF LSH CAPITAL FROM THE LEAP MARKET TO THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING: (I) PUBLIC ISSUE OF 132,000,000 NEW SHARES IN THE FOLLOWING MANNER: (A) 16,767,200 SHARES MADE AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC VIA BALLOTING; (B) 12,575,400 SHARES MADE AVAILABLE FOR APPLICATION BY THE ELIGIBLE DIRECTORS AND EMPLOYEES OF LSH CAPITAL AND ITS SUBSIDIARIES ("GROUP") AS WELL AS OTHER PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE GROUP; AND (C) 102,657,400 SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INVESTMENT, TRADE AND INDUSTRY OF MALAYSIA ("MITI"); AND (II) OFFER FOR SALE OF UP TO 59,000,000 EXISTING SHARES IN THE FOLLOWING MANNER: (A) 2,137,600 SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE MITI; AND (B) 56,862,400 SHARES BY WAY OF PRIVATE PLACEMENT TO OTHER INSTITUTIONAL AND SELECTED INVESTORS, SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AS SET OUT IN THIS PROSPECTUS, AT AN ISSUE/OFFER PRICE OF RM0.88 PER SHARE, PAYABLE IN FULL UPON APPLICATION

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3529226

Attachments LSH Capital - Prospectus (Part 1 of 3).pdf LSH Capital - Prospectus (Part 2 of 3).pdf LSH Capital - Prospectus (Part 3 of 3).pdf LSH Capital - Detailed Procedures for Application and Acceptance.pdf

Opening of application	28 Feb 2025
Closing of application	06 Mar 2025
Balloting of application	10 Mar 2025
Allotment of IPO shares to successful applicants	19 Mar 2025
Tentative listing date	21 Mar 2025

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Type	Announcement
Subject	OTHERS
Description	LIM SEONG HAI CAPITAL BERHAD (“LSH CAPITAL” OR THE “COMPANY”)PUBLIC OFFERING IN CONJUNCTION WITH THE TRANSFER OF LISTING AND QUOTATION OF THE ENTIRE ENLARGED ISSUED SHARES OF LSH CAPITAL FROM THE LEAP MARKET TO THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“PUBLIC OFFERING”)
Unless otherwise stated, all terms used herein shall have the same meaning as defined in the Prospectus dated 28 February 2025 issued by LSH Capital in relation to the Public Offering. On behalf of the Board, AmInvestment Bank is pleased to announce that the Company has today received a press release dated 10 March 2025 issued by the Issuing House pertaining to the level of subscription and the basis of allotment/allocation in relation to the Public Offering (“Issuing House Press Release”). Please refer to the Issuing House Press Release in the attachment below. This Announcement is dated 10 March 2025.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3533106

Attachments LSH - Issuing House Press Release (10 Mar 2025).pdf

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Initial Public Offering

LIM SEONG HAI CAPITAL BERHAD

Date of Listing	21 Mar 2025
Enlarged Issued Share Capital in the following
Units	838,360,208
Currency	Malaysian Ringgit (MYR)
Par Value (if applicable)
Enlarged Issued Share Capital	450,928,001.500
Stock Code	0351
Stock Name	LSH
ISIN code	MYQ0351OO005
Board	ACE Market
Bursa Sector	CONSTRUCTION
Bursa Sub Sector	CONSTRUCTION
Do you wish to list any child stock / new type of securities in conjunction with the IPO/Admission to LEAP Market?	No

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2024	31 Dec 2023	31 Dec 2024	31 Dec 2023
		MYR'000	MYR'000	MYR'000	MYR'000

1	Revenue	96,768	92,208	96,768	92,208
2	Profit/(loss) before tax	23,602	19,286	23,602	19,286
3	Profit/(loss) for the period	18,543	15,531	18,543	15,531
4	Profit/(loss) attributable to ordinary equity holders of the parent	18,513	15,539	18,513	15,539
5	Basic earnings/(loss) per share (Subunit)	2.62	2.20	2.62	2.20
6	Proposed/Declared dividend per share (Subunit)	0.67	0.00	0.67	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent	0.6800		0.6700

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LIM SEONG HAI CAPITAL BERHAD

Entitlement subject	Interim Dividend
Entitlement description	Interim single-tier dividend of RM0.0067 per ordinary share in respect of the financial year ending 30 September 2025
Ex-Date	07 Apr 2025
Entitlement date	08 Apr 2025
Entitlement time	5:00 PM
Financial Year End	30 Sep 2025
Period
Share transfer book & register of members will be	to  closed from (both dates inclusive) for the purpose of determining the entitlement
Payment Date	18 Apr 2025
a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers	08 Apr 2025
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Entitlement indicator	Currency
Announced Currency	Malaysian Ringgit (MYR)
Disbursed Currency	Malaysian Ringgit (MYR)
Entitlement in Currency	Malaysian Ringgit (MYR) 0.0067

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LIM SEONG HAI CAPITAL BERHAD

Particulars of substantial Securities Holder

Name	MR LIM KENG HUN
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	19 Mar 2025	14,394,448	Others	Direct Interest
	Name of registered holder	Lim Keng Hun
	Description of "Others" Type of Transaction	Offer for sale
2	19 Mar 2025	1,481,908	Others	Indirect Interest
	Name of registered holder	Lim Seong Hai Resources Sdn. Bhd.
	Description of "Others" Type of Transaction	Offer for sale

Circumstances by reason of which change has occurred	1. Offer for sale2. Offer for sale by Lim Seong Hai Resources Sdn. Bhd.
Nature of interest	Direct and Indirect Interest
Direct (units)	14,955,281
Direct (%)	1.784
Indirect/deemed interest (units)	542,019,809
Indirect/deemed interest (%)	64.652
Total no of securities after change	556,975,090
Date of notice	21 Mar 2025
Date notice received by Listed Issuer	21 Mar 2025

Name	TAN SRI DATUK SERI LIM KENG CHENG
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	19 Mar 2025	14,334,748	Others	Direct Interest
	Name of registered holder	Tan Sri Datuk Seri Lim Keng Cheng
	Description of "Others" Type of Transaction	Offer for sale
2	19 Mar 2025	1,481,908	Others	Indirect Interest
	Name of registered holder	Lim Seong Hai Resources Sdn. Bhd.
	Description of "Others" Type of Transaction	Offer for sale
3	19 Mar 2025	25,000	Others	Indirect Interest
	Name of registered holder	Lim Wei Xin
	Description of "Others" Type of Transaction	Subscription
4	19 Mar 2025	10,000	Others	Indirect Interest
	Name of registered holder	Lim Wei Ling
	Description of "Others" Type of Transaction	Subscription

Circumstances by reason of which change has occurred	1. Offer for sale2. Offer for sale by Lim Seong Hai Resources Sdn. Bhd.3. Subscription of shares via pink form allocation by his children
Nature of interest	Direct and Indirect Interest
Direct (units)	14,955,281
Direct (%)	1.784
Indirect/deemed interest (units)	542,054,809
Indirect/deemed interest (%)	64.657
Total no of securities after change	557,010,090
Date of notice	21 Mar 2025
Date notice received by Listed Issuer	21 Mar 2025

Name	MADAM LIM PAK LIAN
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	19 Mar 2025	14,394,448	Others	Direct Interest
	Name of registered holder	Lim Pak Lian
	Description of "Others" Type of Transaction	Offer for sale
2	19 Mar 2025	1,481,908	Others	Indirect Interest
	Name of registered holder	Lim Seong Hai Resources Sdn. Bhd.
	Description of "Others" Type of Transaction	Offer for sale
3	19 Mar 2025	100,000	Others	Indirect Interest
	Name of registered holder	Lor Kar Mun
	Description of "Others" Type of Transaction	Subscription
4	19 Mar 2025	25,000	Others	Indirect Interest
	Name of registered holder	Lor Khang Chee
	Description of "Others" Type of Transaction	Subscription

Circumstances by reason of which change has occurred	1. Offer for sale2. Offer for sale by Lim Seong Hai Resources Sdn. Bhd.3. Subscription of shares via pink form allocation by her children
Nature of interest	Direct and Indirect Interest
Direct (units)	14,955,281
Direct (%)	1.784
Indirect/deemed interest (units)	542,144,809
Indirect/deemed interest (%)	64.667
Total no of securities after change	557,100,090
Date of notice	21 Mar 2025
Date notice received by Listed Issuer	21 Mar 2025

Name	DATUK LIM KENG GUAN
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	19 Mar 2025	14,394,448	Others	Direct Interest
	Name of registered holder	Datuk Lim Keng Guan
	Description of "Others" Type of Transaction	Offer for sale
2	19 Mar 2025	1,481,908	Others	Indirect Interest
	Name of registered holder	Lim Seong Hai Resources Sdn. Bhd.
	Description of "Others" Type of Transaction	Offer for sale
3	19 Mar 2025	10,000	Others	Indirect Interest
	Name of registered holder	Lim Zhuo Tuong
	Description of "Others" Type of Transaction	Subscription

Circumstances by reason of which change has occurred	1. Offer for sale2. Offer for sale by Lim Seong Hai Resources Sdn. Bhd.3. Subscription of shares via pink form allocation by his child
Nature of interest	Direct and Indirect Interest
Direct (units)	14,955,281
Direct (%)	1.784
Indirect/deemed interest (units)	542,029,809
Indirect/deemed interest (%)	64.654
Total no of securities after change	556,985,090
Date of notice	21 Mar 2025
Date notice received by Listed Issuer	21 Mar 2025

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Type	Announcement
Subject	OTHERS
Description	Lim Seong Hai Capital Berhad ("LSH Capital" or "the Company")- Press Release - Lim Seong Hai Capital Signs 20-Year Land Lease Agreement for the Kuala Lumpur Tower Concession
We refer to our announcement dated 10 March 2025 (under Stock code 03047) in relation to the concession agreement with Government of Malaysia for the operation, management and maintenance of Kuala Lumpur Tower. We are pleased to announce that LSH Service Master Sdn. Bhd. had on 26 March 2025 entered into a land lease agreement with the Federal Lands Commissioner, in line with the concession granted by the Government of Malaysia for the management, operation and maintenance of Kuala Lumpur Tower and its surrounding areas.   Please refer to the press release attached below for further details. This announcement is dated 26 March 2025.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3538451

Attachments 25-03-26 - Press Release - LSH Capital - Kuala Lumpur Tower - Lease Agreement Signing.pdf

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Type	Announcement
Subject	MATERIAL LITIGATION
Description	LIM SEONG HAI CAPITAL BERHAD ("LSH CAPITAL" OR THE "COMPANY")Writ of Summons and Statement of Claim Filed by Hydroshoppe Sdn. Bhd. and Menara Kuala Lumpur Sdn. Bhd. against Minister, Ministry of Communications, Government of Malaysia, LSH Service Master Sdn. Bhd., LSH Best Builders Sdn. Bhd. and Service Master (M) Sdn. Bhd. (Kuala Lumpur High Court Suit No: WA-21NCvC-22-03/2025)
The Board of Directors of Lim Seong Hai Capital Berhad wishes to announce that its wholly-owned subsidiary, LSH BEST Builders Sdn. Bhd. (“LSHBB”) and its 70%-owned subsidiary, LSH Service Master Sdn. Bhd. (“LSH Service Master”) together with Minister, Ministry of Communications (“KKM”), Government of Malaysia (“Government”) and Service Master (M) Sdn. Bhd. (“SMSB”) (collectively referred to as the “Defendants”) had on 27 March 2025 been served a Writ of Summons with the Statement of Claim by Hydroshoppe Sdn. Bhd. and Menara Kuala Lumpur Sdn. Bhd. (collectively referred to as the “Plaintiffs”) (Kuala Lumpur High Court Suit No: WA-21NCvC-22-03/2025). Background Information The Government had in February 2024, issued an advertisement to invite bidders to participate in the request for proposal (“RFP”) in relation to the operation, management and maintenance of Menara Kuala Lumpur (“Concession”) through Public-Private Partnership. LSHBB and SMSB had jointly submitted a proposal for the Concession based on the information provided by the Government in the RFP documents via an unincorporated joint venture.   The Government via Unit Kerjasama Awam Swasta, Jabatan Perdana Menteri (UKAS) had, on 7 June 2024 issued to LSHBB and SMSB a letter of intent (“Letter of Intent”), to inform that the Government is agreeable in principle for LSHBB and SMSB to jointly implement the Concession through the operation and maintenance model. On 10 June 2024, LSHBB and SMSB had issued a confirmation letter to accept the Letter of Intent. LSH Service Master was jointly incorporated by LSHBB and SMSB on 28 June 2024 as a special purpose vehicle to solely carry out the Concession. Following thereto, LSH Service Master entered into a concession agreement with the Government on 10 March 2025 and the Lease Agreement with the Federal Lands Commissioner on 26 March 2025. Particulars of the Writ of Summons with the Statement of Claim Based on the Writ of Summons with the Statement of Claim, the Plaintiffs, prayed, amongst others, for the following reliefs: (a) A declaration that LSHBB, SMSB and/or LSH Service Master has committed inducement for breach of a contract that was formed between the Plaintiffs and the Minister, Ministry of Communications, and the Government during a meeting on 1 August 2022; (b) A declaration that LSHBB, SMSB and/or LSH Service Master has committed knowing receipt and/or dishonest assistance; (c) A declaration that the award of the Concession to LSH Service Master, is void, unlawful and/or otherwise invalid; and/or (d) An order for the Concession be transferred to Hydroshoppe Sdn. Bhd. and/or Menara Kuala Lumpur Sdn. Bhd.. The Plaintiffs are, amongst others, claiming for the following: (a) General damages to be assessed; (b) Defendants be jointly and/or severally liable to pay the Plaintiffs loss of RM17.44 million being loss suffered in relation to the Value Management Lab Expenditure; (c) The Defendants be jointly and/or severally liable to pay the Plaintiffs RM2.69 million in relation to the layoff of Menara Kuala Lumpur Sdn. Bhd. employees; (d) Interest rate of 5% per annum from date of judgement to date of full settlement; (e) Costs; and/or (f) Such further or other relief the Court deems fit. Financial and Operational Impact of the Writ of Summons with the Statement of Claim At this preliminary juncture, apart from the amount claimed by the Plaintiffs, the corresponding legal costs and such other reliefs as the Honourable Court deems fit, just and proper, the Writ of Summons with the Statement of Claim are not expected to have any other material financial and operational impact on LSH Capital group for the financial year ending 30 September 2025. Steps Taken and Proposed to be Taken by LSH Capital group LSH Capital group has engaged legal counsels and solicitors to act in defence of LSHBB and LSH Service Master against the Writ of Summons with the Statement of Claim. Further Announcement Further announcement will be made as and when there are material developments on the above matter. This Announcement is dated 27 March 2025.