【KTI 0308 交流专区】

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IPO Prospectus

KTI LANDMARK BERHAD

Subject

INITIAL PUBLIC OFFERING IN CONJUNCTION WITH THE LISTING ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES") COMPRISING: (I) PUBLIC ISSUE OF 160,000,000 NEW ORDINARY SHARES IN THE COMPANY ("SHARES") IN THE FOLLOWING MANNER: - 40,000,000 NEW SHARES AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC; - 40,000,000 NEW SHARES AVAILABLE FOR APPLICATION BY THE ELIGIBLE DIRECTORS, EMPLOYEES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE GROUP; AND - 80,000,000 NEW SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INVESTMENT, TRADE AND INDUSTRY ("MITI"); AND (II) OFFER FOR SALE OF 45,000,000 EXISTING SHARES IN THE FOLLOWING MANNER: - 20,000,000 EXISTING SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY MITI; AND - 25,000,000 EXISTING SHARES BY WAY OF PRIVATE PLACEMENT TO SELECTED INVESTORS, AT AN ISSUE / OFFER PRICE OF RM0.30 PER SHARE, PAYABLE IN FULL UPON APPLICATION.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3448647

Attachments KTI Landmark Berhad - Prospectus (Part 1).pdf KTI Landmark Berhad - Prospectus (Part 2).pdf KTI Landmark Berhad - Prospectus (Part 3).pdf KTI Landmark Berhad - Detailed Procedures for E-IPO Share Application and Acceptance.pdf

Type	Announcement
Subject	OTHERS
Description	KTI LANDMARK BERHAD ("KTI LANDMARK" OR "COMPANY")LISTING OF KTI LANDMARK 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 21 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 shareholders of KTI Landmark arising from the Listing, if any. Further details of the above are set out in the attachment. This announcement is dated 7 June 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3454469

Attachments KTI Landmark Berhad - Subscription rate.pdf

Date of Listing	19 Jun 2024
Enlarged Issued Share Capital in the following
Units	800,000,000
Currency	Malaysian Ringgit (MYR)
Par Value($$) (if applicable)
Enlarged Issued Share Capital ($$)	155,584,002.000
Stock Code	0308
Stock Name	KTI
ISIN code	MYQ0308OO005
Board	ACE Market
Bursa Sector	PROPERTY
Bursa Sub Sector	PROPERTY
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	27,079	0	27,079	0
2	Profit/(loss) before tax	609	0	609	0
3	Profit/(loss) for the period	339	0	339	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	339	0	339	0
5	Basic earnings/(loss) per share (Subunit)	0.00	0.00	0.00	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 ($$)	0.1900		68.3000

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KTI LANDMARK BERHAD

Date of change	28 Jun 2024
Name	MR CHAW KEN VUN
Age	52
Gender	Male
Nationality	Malaysia
Type of change	Resignation
Designation	Chief Financial Officer
Reason	Personal reason

Date of change	01 Jul 2024
Name	MR HARJEET SINGH A/L DAYA SINGH
Age	49
Gender	Male
Nationality	Malaysia
Type of change	Appointment
Designation	Chief Financial Officer

Qualifications

No Qualifications Major/Field of Study Institute/University Additional Information 1 Professional Qualification ACCOUNTING ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS, UNITED KINGDOM FELLOW MEMBER 2 Professional Qualification ACCOUNTING MALAYSIAN INSTITUTE OF ACCOUNTANTS MEMBER
Working experience and occupation	- Chief Financial Officer of a listed company on the Main Market of Bursa Malaysia Securities Berhad mainly involved in the Oil & Gas sector.- Chief Financial Officer of an overseas subsidiary of a company listed on the Main Market of Bursa Malaysia Securities Berhad with extensive operations in Property Development, Construction and Infrastructure among others.- Senior Manager, PricewaterhouseCoopers, Kuala Lumpur.- Manager, BDO Binder, Kuala Lumpur.- Audit Senior, Siew Boon Yeong & Associates, Kuala Lumpur.

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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	29,277	0	56,356	0
2	Profit/(loss) before tax	-1,651	0	-1,042	0
3	Profit/(loss) for the period	-1,895	0	-1,556	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	-1,895	0	-1,556	0
5	Basic earnings/(loss) per share (Subunit)	-0.26	0.00	-0.28	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		68.3000

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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	66,022	0	175,355	0
2	Profit/(loss) before tax	8,615	0	8,714	0
3	Profit/(loss) for the period	9,074	0	8,530	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	9,074	0	8,530	0
5	Basic earnings/(loss) per share (Subunit)	1.13	0.00	1.29	0.00
6	Proposed/Declared dividend per share (Subunit)	0.30	0.00	0.30	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	0.2200		68.3000

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KTI LANDMARK BERHAD

Entitlement subject	Interim Dividend
Entitlement description	Single tier interim dividend of 0.3 sen per Ordinary Share
Ex-Date	14 Mar 2025
Entitlement date	17 Mar 2025
Entitlement time	04:30 PM
Financial Year End	31 Dec 2024
Period
Share transfer book & register of members will be	to  closed from (both dates inclusive) for the purpose of determining the entitlement
Payment Date	27 Mar 2025
a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers	17 Mar 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) 0.0030

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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	55,954	27,079	55,954	27,079
2	Profit/(loss) before tax	2,541	609	2,541	609
3	Profit/(loss) for the period	1,875	339	1,875	339
4	Profit/(loss) attributable to ordinary equity holders of the parent	1,875	339	1,875	339
5	Basic earnings/(loss) per share (Subunit)	0.23	0.04	0.23	0.04
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	0.2200		0.2200

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Type	Announcement
Subject	OTHERS
Description	Memorandum of Understanding with Pan-Pacific Construction Holdings Sdn. Bhd.
INTRODUCTION The Board of Directors of KTI Landmark Berhad (“KTI” or “the Company”) wishes to announce that the Company had on 16 June 2025 entered into a Memorandum of Understanding (“MOU”) with Pan-Pacific Construction Holdings Sdn Bhd (“PCHSB”) for the purpose of exploring and establishing a potential joint venture(s) for the purpose of funding, securing and executing a future project exclusively in Sabah (“Future Project”), subject to the Future Project being successfully approved by the relevant local authorities. INFORMATION OF PCHSB PCHSB is a company incorporated in Malaysia and having its registered address at Suite 1-9-W1, 9th Floor, CPS Tower, Centre Point Sabah, No.1, Jalan Centre Point, 88000 Kota Kinabalu, Sabah. PCHSB is a subsidiary company of Pacific Construction Co., Ltd., a public listed group incorporated in Taiwan and having its headquarters at No. 495 Guangfu South Road, Taipei City, Taipei, 110007 Taiwan and PCHSB forms part of its corporate structure. SALIENT TERMS OF THE MOU 3.1     Objective The purpose of the MOU is to set out the terms and conditions which are to govern the collaboration between the parties in respect of the development and execution of the Future Project, subject always to the written approvals of the appropriate authorities and applicable laws, rules, regulations, policies, procedures, and guidelines. KTI and PCHSB agreed to negotiate with each other on an exclusive basis and in good faith concerning or in relation to:- (a)     the feasibility study for the Future Project; (b)     the financial facilities for the Future Project; and (c)     the submission of the relevant plans for the written approvals of the relevant local authorities for the Future Project. The parties agreed that the MOU merely provides for some of the terms, conditions and obligations of both parties and that they shall negotiate in good faith and the MOU shall be superseded by a new definitive agreement wherein detailed provisions shall be included and agreed to by both parties upon issuance of the written approval(s) by the relevant authorities. 3.2     Roles of the Parties KTISB is required to:- (a)     assist in securing the Future Project in strict compliance with applicable laws, rules, regulations, policies, procedures, guidelines and requirements developed by the relevant local authorities from time to time; (b)     prepare the required drawings and plans in respect of the Future Project and to be submitted to the relevant local authorities for approval; and (c)     do all or such matters as may generally be necessary or required for the purpose of the Future Project. PCHSB is required to:- (a)    render all assistance as may be required by KTI and/or its employees, agents, advisers, consultants, contractors or such other persons as may be nominated by KTI for the purpose of the Future Project; and (b)     to do all or such matters as may generally be necessary or required for the purpose of the Future Project. 3.3     Termination The MOU shall remain in effect until the earliest to occur the following: - (a)     the execution of a formal binding agreement between the parties; (b)     mutual termination in writing by the parties; (c)     thirty (30) days’ written notice by either party without cause; (d)     either party provides fourteen (14) days’ written notice in the event that either party reasonably believes that continuing contractual relations may damage our reputation, compliance or legal standing; or (e)     either party provides seven (7) days’ written notice in the event that either party reasonably believes that the other party company, including but not limited to its employees, officers, directors, managers, advisors, agents, representatives, any person, entity or organization acting for or on its behalf or any person, entity or organization whoever related thereto, has or is engaged in corrupt, fraudulent, bribe, collusive, coercive practice or in violation of the applicable laws, rules and regulations of Malaysia and any state law of Sabah. Termination of the MOU shall not affect any rights or liabilities accrued prior to termination, any obligations expressly stated to survive termination, or continuing enforceability of certain clauses which shall survive for a period of five (5) years from the date of termination. RISK FACTORS The risk factors involved in this MOU at this juncture are expected to be minimal and in the event KTI enters into a future definitive agreement with PCHSB, the Board of Directors and Management of the Company will exercise due care in considering the associated risks and benefits. FINANCIAL EFFECT The MOU will not have any effect on the issued share capital of KTI, the substantial shareholders’ shareholding, net asset per share and gearing. It is not expected to have any material effect on the earnings and KTI Group for the current financial year ending 31 December 2025 but is expected to contribute positively to the revenue and earnings of KTI Group for the financial years during the contract period. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors and/or major shareholders of KTI and/or person connected with them have any interest, whether direct or indirect, in the MOU. DIRECTORS’ STATEMENT The Board of Directors of the Company, having considered all aspect of the MOU, is of the opinion that the MOU is in the best interest of the Company and its shareholders. This announcement is dated 16 June 2025.

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Type	Announcement
Subject	OTHERS
Description	KTI Landmark Berhad ("KTI" or "the Company") - Acceptance of the Letter of Acceptance of Tender from Lembaga Pembangunan Industri Pembinaan Malaysia
1. INTRODUCTION The Board of Directors of KTI wishes to announce that its wholly-owned subsidiary, K.T.I. Sdn Bhd had on 18 July 2025 accepted the Letter of Acceptance of Tender (“Letter”) from Lembaga Pembangunan Industri Pembinaan Malaysia (“CIDB Malaysia”) for the construction of the Akademi Binaan Malaysia’s Wilayah Sabah (ABM) campus located at Lot CL.025418722, Kg. Beringgis, Daerah Papar, Sabah (“Contract”). CIDB Malaysia is a statutory body under the Ministry of Works. It was established under the Construction Industry Development Act (Act 520) to develop the capacity and capability of the construction industry through enhancement of quality and productivity by placing great emphasis on professionalism, innovation and knowledge in the endeavour to improve the quality of life. 2. SALIENT TERMS The total estimated value of the Contract is RM130,599,329.92.   The tenure of the Contract is 24 months from 1 July 2025 until 30 June 2027. 3. RISK FACTORS The risk factors affecting the Contract includes changes in economic, political and regulatory environment and operational risks such as completion risk and shortage of materials and skilled labour, which the Group would take appropriate measures to minimise. 4. FINANCIAL EFFECT The Contract will further increase and enhance the existing order book of the Group. The Contract will have no effect on the issued share capital and the shareholding of the substantial shareholders of the Company but it is expected to contribute positively to the earnings and net assets per share of the Group for the financial years ending 2025 to 2027. 5. APPROVALS REQUIRED The acceptance of the Letter is not subject to the approvals of the shareholders of KTI and/or any relevant regulatory authorities. 6. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of KTI and/or person connected with them have any interest, whether direct or indirect, in the Contract. 7. DIRECTORS’ STATEMENT The Board of Directors of the Company, having considered all aspect of the Contract, is of the opinion that it is in the best interest of the Company and its shareholders. This announcement is dated 18 July 2025.

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KTI LANDMARK BERHAD

Date of change	15 Aug 2025
Name	MISS LOKE PEI LEE
Age	41
Gender	Female
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Bachelor of Commerce (Marketing)	The University of Adelaide, Australia

Working experience and occupation	Loke Pei Lee has a strong background in corporate management, marketing, and administration. She joined the Company in 2012 as Assistant Marketing Manager, where she handled administrative matters for the sub-sale of properties developed by the Group, including loan documentation, coordination with solicitors, end-financiers and buyers, delivery of vacant possession, customer relations, and progress billing. In 2014, she was appointed as Director of Management, overseeing human resources initiatives, refining administrative processes, and strengthening governance and operational efficiency in line with public company standards. She played a key role in the Group's listing readiness, including establishing administrative procedures, implementing document control systems, and coordinating communication between internal departments and external advisers.
Directorships in public companies and listed issuers (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Yes
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	Nil

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Type	Announcement
Subject	OTHERS
Description	KTI Landmark Berhad ("KTI" or "the Company") - Development Agreement for Sabah Cultural Complex Project
Unless otherwise defined in this announcement, all terms used herein shall have the same meaning as those defined in the announcement dated 29 October 2024. 1. INTRODUCTION Further to announcement dated 29 October 2024, the Board of Directors of KTI wishes to announce that the Company’s wholly-owned subsidiary, K.T.I. Sdn Bhd (“KTISB”) had on 20 August 2025 entered into a Development Agreement (“Agreement”) with the Government of The State of Sabah acting through the Ministry of Tourism, Cultural and Environment Sabah (Kementerian Pelancongan, Kebudayaan Dan Alam Sekitar Sabah) (“Government”) for the appointment of KTISB to develop a cultural complex with facilities, amenities and the related infrastructure (“Proposed Project”) on a public-private partnership basis by way of land swap initiative. 2. SALIENT TERMS The salient terms of the Agreement are as follows:- (a) The Government has identified a parcel of state land measuring a total area of 153 acres in Kinarut reserved for Cultural Complex Site under Section 28(1) of the Land Ordinance which is more particularly described in Gazette Notification No. 58, of 1982 (“Reserve Land”). It is the intention of the Government to revoke the Reserve Land in whole under Section 28(3) of the Land Ordinance and subsequently to utilise the Reserve Land upon its revocation in the following manner:- (i) an area measuring approximately 58 acres for the development of the Proposed Project (“Project Land”); (ii) an area measuring approximately 30 acres being the Government’s land designated for its existing use (“Government’s Land”); and (iii) an area measuring approximately 65 acres for residential development (“Entitlement Land”). (Project Land, Government Land and Entitlement Land shall collectively be referred to as “the said Land”) (b) Following the revocation of the Reserve Land, the Government shall cause the Director of Lands and Surveys Sabah to alienate the said Land into five (5) distinct parcels for the purpose mentioned above as follows:- (i) Lot 1 comprising the Project Land to be alienated to the Ministry of Tourism, Cultural and Environment Sabah; (ii) Lot 2 comprising the Government Land; and (iii) Lot 3, 4 & 5 comprising the Entitlement Land to be alienated to KTISB or such other company(ies) as may be determined by KTISB. (c) KTISB is required to carry out and complete, at its own cost, the Proposed Project on the Project Land together with all infrastructure, including roads, driveways, culverts, water mains, sewerage mains/pipes/ plants and landscaping serving and/or relating to the Proposed Project within the boundaries of the Project Land in accordance with the requirements of the appropriate authorities and the facilities and amenities therefor in accordance with the Approved Plans on a public-private partnership basis by way of land swap. (d) The total estimated development cost of the Proposed Project shall not be less than the sum of RM107,000,000.00 (“Project Cost”). (e) The value of the Entitlement Land shall be equivalent to the value of the Project Cost, to which the value of the Project Cost shall be valued by an independent quantity surveyor to be appointed and agreed by both parties. (f) KTISB shall commence construction works of the Proposed Project within nine (9) months from the date of approval of the Building Plans or the amended Building Plans or the environmental impact assessment by the appropriate authorities, whichever is the later (“Construction Commencement Date”) and to complete the construction thereto within a period of 36 months from Construction Commencement Date. 3. RISK FACTORS The Board is not aware of any material risk factors arising from the Proposed Project other than the risks and uncertainties that are generally associated with the property development and construction industries, such as changes in political, economic and regulatory conditions, shortage of labour and building materials, increase in labour and material costs, changes in credit and interest rate conditions, inflation and natural disaster that may affect the financial and operational conditions and the profitability of the Group subsequently. The risks shall be managed and mitigated by KTI Group accordingly by taking more effective internal controls over the business operations of the Group. 4. FINANCIAL EFFECT The Agreement will have no effect on the issued share capital and the shareholding of the substantial shareholders of the Company but it is expected to contribute positively to the earnings and net assets per share of the Group for the financial years ending 2026 to 2029. 5. APPROVALS REQUIRED Save for the revocation of the Reserve Land and the alienation of the Land, the Agreement is not subject to the approvals of any other relevant regulatory authorities, other than those required in the ordinary course of obtaining the necessary approvals from the appropriate authorities, including but not limited to approvals in relation to the Development Plan, Building Plans, and all other necessary permits, licences, and consents for the planning, development, construction, and completion of the Proposed Project, which shall be deemed to form part of the ordinary regulatory approval process and shall not affect the enforceability of the Agreement. The Agreement and the Proposed Project are not subject to the approvals of the shareholders of KTI. 6. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of KTI and/or person connected with them have any interest, whether direct or indirect, in the Agreement. 7. DIRECTORS’ STATEMENT The Board of Directors of the Company, having considered all aspects of the Agreement, is of the opinion that it is in the best interest of the Company and its shareholders. This announcement is dated 20 August 2025.