【AGRICOR 0309 交流专区】

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IPO Prospectus

AGRICORE CS HOLDINGS BERHAD

Subject

INITIAL PUBLIC OFFERING IN CONJUNCTION WITH THE LISTING ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING A PUBLIC ISSUE OF 51,714,000 NEW ORDINARY SHARES IN THE COMPANY ("SHARES") IN THE FOLLOWING MANNER: (I) 10,140,000 NEW SHARES AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC; (II) 10,140,000 NEW SHARES AVAILABLE FOR APPLICATION BY THE ELIGIBLE DIRECTORS, EMPLOYEES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE GROUP; (III) 25,350,000 NEW SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INVESTMENT, TRADE AND INDUSTRY; AND (IV) 6,084,000 NEW SHARES BY WAY OF PRIVATE PLACEMENT TO SELECTED INVESTORS, AT AN ISSUE PRICE OF RM0.50 PER SHARE, PAYABLE IN FULL UPON APPLICATION.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3451888

Attachments Agricore CS Holdings Berhad - Detailed Procedures for E-IPO Share Application and Acceptance.pdf Agricore CS Holdings Berhad - Prospectus (Part 1).pdf Agricore CS Holdings Berhad - Prospectus (Part 2).pdf

Type	Announcement
Subject	OTHERS
Description	AGRICORE CS HOLDINGS BERHAD ("AGRICORE CS HOLDINGS" OR "COMPANY")LISTING OF AGRICORE CS HOLDINGS ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD ("LISTING")
(Unless otherwise stated, all abbreviations used herein shall have the same meanings as those stated in the Prospectus dated 30 May 2024 in relation to the Listing) M & A Securities Sdn Bhd, on behalf of the Board, wishes to announce the following with regards to the Listing: (a) Level of subscription; (b) Basis of allotment/allocation; (c) Distribution of the private placement tranche; and (d) Disclosure of placees who become substantial shareholder of Agricore CS Holdings arising from the Listing, if any. Further details of the above are set out in the attachment. This announcement is dated 11 June 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3455261

Attachments Agricore CS Holdings - Subscription rate.pdf

Date of Listing	21 Jun 2024
Enlarged Issued Share Capital in the following
Units	202,800,000
Currency	Malaysian Ringgit (MYR)
Par Value($$) (if applicable)
Enlarged Issued Share Capital ($$)	49,214,897.000
Stock Code	0309
Stock Name	AGRICOR
ISIN code	MYQ0309OO003
Board	ACE Market
Bursa Sector	CONSUMER PRODUCTS & SERVICES
Bursa Sub Sector	FOOD& BEVERAGES
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 Mar 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2024	31 Mar 2023	31 Mar 2024	31 Mar 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	36,855	0	36,855	0
2	Profit/(loss) before tax	1,997	0	1,997	0
3	Profit/(loss) for the period	1,504	0	1,504	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	1,504	0	1,504	0
5	Basic earnings/(loss) per share (Subunit)	1.00	0.00	1.00	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	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 ($$)	0.2100		0.0000

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2024	30 Jun 2023	30 Jun 2024	30 Jun 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	34,635	0	71,490	0
2	Profit/(loss) before tax	-2,972	0	-976	0
3	Profit/(loss) for the period	-3,040	0	-1,536	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	-3,040	0	-1,536	0
5	Basic earnings/(loss) per share (Subunit)	-1.50	0.00	-0.80	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	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 ($$)	0.2600		0.0000

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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	37,121	0	143,962	0
2	Profit/(loss) before tax	108	0	101	0
3	Profit/(loss) for the period	68	0	-719	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	68	0	-719	0
5	Basic earnings/(loss) per share (Subunit)	0.00	0.00	-0.40	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	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	0.2700		0.0000

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AGRICORE CS HOLDINGS BERHAD

Date of change	22 Mar 2025
Name	DATUK KEH CHUAN SENG
Age	54
Gender	Male
Nationality	Malaysia
Designation	Non-Executive Vice/Deputy Chairman
Directorate	Non Independent and Non Executive
Type of change	Resignation
Reason	Datuk Keh tendered his resignation due to unforeseen personal circumstances.
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No

Qualifications

No

Qualifications

Major/Field of Study

Institute/University

Additional Information

Working experience and occupation
Family relationship with any director and/or major shareholder of the listed issuer	Datuk Keh Chuan Seng is the spouse of Datin Cheong Kai Meng, a major shareholder of the Company.
Any conflict of interests that he/she has with the listed issuer	Direct Interest - 8,611,900 ordinary shares in AgricoreIndirect Interest - 66,996,100 ordinary shares in Agricore (Deem interested by virtual of his substantial interest in Frazel Group Sdn Bhd.)
Details of any interest in the securities of the listed issuer or its subsidiaries

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	AGRICORE CS HOLDINGS BERHAD ("AGRICORE" OR THE "COMPANY")-PROPOSED ACQUISITION OF PROPERTY BY BAPAS FOOD PRODUCTS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF AGRICORE ("PROPOSED ACQUISITION")
The Board of Directors of Agricore wishes to announce that Bapas Food Products Sdn Bhd (“Bapas” or the “Purchaser”),  a wholly-owned subsidiary of Agricore, had on 25 April 2025 entered into a sale and purchase agreement (the “Agreement”) with Golden Premier Development Sdn Bhd (“GPD” or the “Vendor”) for the acquisition of the Property (as defined in Section 3.1) at total purchase price of RM5,250,000.00 (“Purchase Price”). Further details of the Proposed Acquisition are set out in the attachment enclosed. This announcement is dated 25 April 2025.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3547508

Attachments ACSH_Acquistion of Property_Bapas.pdf

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AGRICORE CS HOLDINGS BERHAD

Type	Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID	IQL-28042025-00001
Subject	PROPOSED ACQUISITION OF PROPERTY BY BAPAS FOOD PRODUCTS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF AGRICORE ("PROPOSED ACQUISITION")
Description	REPLY TO QUERY FROM BURSA MALAYSIA SECURITIES BERHAD ON ANNOUNCEMENT RELATION TOPROPOSED ACQUISITION OF PROPERTY BY BAPAS FOOD PRODUCTS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF AGRICORE ("PROPOSED ACQUISITION")
Query Letter Contents	We refer to your Company’s announcement dated 25 April 2025 in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1. With regards to the Property, the following information: (i) size of the land; and (ii) net usable area of the factory. 2. Particular of any guarantees to be assumed by the Group. 3. Prospects of the Property to be acquired. 4. In the case of approval from the Appropriate Authority, the name of the authority, and the estimated time frame for submission of the application to such authority. 5. Percentage of completion of the Property, and the expected date of completion.
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the announcement made on 25 April 2025 The following sections further explain the additional information in respect of the Proposed Acquisition. 1.         With regards to the Property, the following information: (i)  The Land of the Property to be acquired, known as Plot A, is measuring 1,824 square meters (approximately 19,622 square feet). (ii) The net usable area of the Building is approximately 893 square meters (approximately  9,619 square feet). 2.         Particular of any guarantees to be assumed by the Group Save for the corporate guarantee to be provided by Agricore CS Sdn. Bhd., the immediate holding company of Bapas for the credit facility of RM4,737,730 granted by a financial institution to finance 90% of the Purchase Price amounting to RM4,725,000 and Decreasing Term Assurance of RM12,730, there is no other guarantees to be assumed by the Group. 3.         Prospects of the Property to be acquired The Property to be acquired offers strategic prospects for Bapas, as it will serve as a dedicated facility for the production of fried shallots and/or food additives, and warehousing operations. With its substantial land size and built-up area, the Property provides the necessary infrastructure to expand Bapas’ production capacity. This expansion is expected to enhance operational efficiency and strengthen its asset base to support future business growth. The Proposed Acquisition also aligns with the Group’s strategy to reduce reliance on rented premises as the existing fried shallots factory is currently on short term lease tenure which will expire in October 2026.  Over the medium to long term, the utilisation of the Property is anticipated to contribute positively to the Group’s earnings, drive greater operational scale, and ultimately enhance shareholders’ value. 4.         In the case of approval from the Appropriate Authority, the name of the authority, and the estimated time frame for submission of the application to such authority The Board of Directors of Agricore wishes to update that Bapas had on 28 April 2025 received a confirmation letter from the Vendor informing that the Property had been issued with its Individual Title from Pejabat Tanah, Seberang Perai Selatan, Pulau Pinang. The Proposed Acquisition shall be subject to the approval from Majlis Bandaraya Seberang Perai for the issuance of Certificate of Completion and Compliance (“CCC”). The Vendor shall be responsible for the submission of the requisite application of CCC and compliance within 6 months upon completion of the construction of the Property. 5.         Percentage of completion of the Property, and the expected date of completion The Property has been completed up to 20% as at 28 April 2025 and is expected to be completed by the fourth quarter of 2025. Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within twelve (12) months from the date of the Agreement, upon issuance of a CCC and delivery of vacant possession of the Property to the Purchaser. This announcement is dated 29 April 2025.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2025

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2025	31 Mar 2024	31 Mar 2025	31 Mar 2024
		MYR'000	MYR'000	MYR'000	MYR'000

1	Revenue	36,650	36,855	36,650	36,855
2	Profit/(loss) before tax	960	1,997	960	1,997
3	Profit/(loss) for the period	679	1,504	679	1,504
4	Profit/(loss) attributable to ordinary equity holders of the parent	679	1,504	679	1,504
5	Basic earnings/(loss) per share (Subunit)	0.33	1.00	0.33	1.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	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	0.2700		0.2700

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AGRICORE CS HOLDINGS BERHAD

Date of change	30 May 2025
Name	MR WONG YU KAI
Age	38
Gender	Male
Nationality	Malaysia
Type of change	Appointment
Designation	Others

Qualifications

No Qualifications Major/Field of Study Institute/University Additional Information 1 Professional Qualification Accounting Malaysian Institute of Accountants (MIA) 2 Degree Bachelor of Accounting (Hons.) Information Systems Universiti Utara Malaysia
Working experience and occupation	He joined Agricore CS Sdn Bhd on 11 January 2021 as an Accountant, responsible for its manufacturing division's payroll, accounting and finance function. He was subsequently redesigned to Group Accountant in 2024, where he also maintaining the Group financial reporting, a position he presently assumes.He graduated with a Bachelor of Accounting (Hons.) Information Systems from Universiti Utara Malaysia in 2011. In 2014, he was certified as a Chartered Accountant by MIA. He started his career as an audit trainee before progressing to audit senior with a medium-size audit firm in 2011. During the tenure, he was exposed to property development, property management, trading and manufacturing industry. He left the audit firm in 2014 and embarked his journey with a leading property developer in Malaysia in 2015 as Assistant Accountant where he oversaw the account and finance affair for the property management division. In 2016, he then assisted in setting up and managed the account and finance functions of the said company's bowling business in Kedah.In 2018 he left to join a skin pigmentation treatment company in Malaysia as Assistant Finance Manager and assisted in leading the account and finance team. He also took charge of financial reporting and taxation matters of the Group until his resignation in December 2020.
Directorships in public companies and listed issuers (if any)	NIL
Family relationship with any director and/or major shareholder of the listed issuer	NIL
Any conflict of interests that he/she has with the listed issuer	NIL
Details of any interest in the securities of the listed issuer or its subsidiaries	70,000 Ordinary Shares in Agricore CS Holdings Berhad

Remarks :

Mr. Wong Yu Kai, the Group Accountant, is assuming the responsibilities of the resigning Chief Financial Officer of the Group ("CFO"), overseeing the group's corporate affairs, accounting and finance functions.

Date of change	30 May 2025
Name	MR LIM SWEE CHUAN
Age	59
Gender	Male
Nationality	Malaysia
Type of change	Resignation
Designation	Chief Financial Officer
Reason	To pursue other personal goals and career opportunities.
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No

Qualifications

No Qualifications Major/Field of Study Institute/University Additional Information
Family relationship with any director and/or major shareholder of the listed issuer	NIL
Any conflict of interests that he/she has with the listed issuer	NIL
Details of any interest in the securities of the listed issuer or its subsidiaries	550,000 Ordinary Shares in Agricore CS Holdings Berhad