richwood ventures berhad

RICHWOOD VENTURES

BERHAD

COPYRIGHT © RICHWOOD VENTURES BHD 2021 ALL RIGHTS RESERVED.

This private placement memorandum has been deposited with the Securities Commission Malaysia pursuant to Section 229 and Section 230 of the Capital Markets and Services Act 2007

© Richwood Ventures Bhd 2021. All Rights Reserved.

TABLE OF CONTENT

• Executive Summary

• Investment Landscape - Malaysia

• Corporate Summary

• Our Valuable Assets

• Offer Summary

• Investment BreakdownR I

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EXECUTIVE SUMMARY

This report details out a proposal to invite investors (section 229 &

section 230) to subscribe to our ordinary shares/preference shares for

a size up to RM 100 Million

The purpose of funding is as follows:-

Activity One – Expansion Business Activity

A proposal to raise up to RM 80 Million to fund wholly own

subsidiaries business expansion activities.

Balance of the funds to set aside for working capital for estimation

sum of RM 20 Million which includes amount needed for new investments and project investments both in Equity and JV. The

investments are aimed at participating in the multi-business

investment platform to leverage sustainable and regular income to

the fund

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INVESTMENT LANDSCAPE IN MALAYSIA

US$ 7.0 Bn in AUM,

representing one-

quarter of entire ASEAN

AUM

US$5.9 bn invested in

portfolio companies

US$1.1 bn in the cheque

books of Malaysia-based

GPs

MALAYSIA BASED GPs - AUM

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SNAPSHOT ON ASEAN BASED PEVC FUND RAISING

COVID -19 GLOBAL ECONOMIC WEAKNESS

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“Malaysia is a combination of natural resources and a young, digitally-savvy, trend- conscious population, allowing businesses in sectors supporting the demographic to be successful”

KEY TAKE AWAYS - MALAYSIA


$ 26.2 Billion AUM of ASEAN Focus, ASEAN

based GPs

$ 7 Billion AUM of Malaysia PEVC GPs

Industry Network and

Suppport

ICMR | Mavcap | MCVA

Digitally savvyRipe of investor to support

growing demand

Young populationHot bed for entrepreneurial

growth and key factor for

vibrant investment

Search for YieldPrivate markets an attractive

investment diversification in

the search for yield

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RICHWOOD AT

A GLANCE

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© R

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RICHWOOD

MANAGEMENT

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DR HJ. MAZLAN

BIN HJ. AHMAD

Executive Chairman

INDEPENDENT DIRECTOR QMIS FINANCE HOLDINGS LTD

Ex Deputy Director, Financial Intelligence And Enforcement Department

BANK NEGARA MALAYSIA

Executive Chairman, Group Managing Director, Board member and Advisor for

several Companies

PUAN HALIDAH BINTI

ABDUL HAMID

Vice President

DEPUTY DIRECTOR QMIS FINANCE HOLDINGS LTD

CIMB BANK BERHAD Vice President Government Relations

Investment Banking 2017 – 2020

Regional Director Klang Valley Region 2015 – 2016


DATO SRI

TING TECK SHENG

Founder & CEO

▪ INDEPENDENT DIRECTOR QMIS TBS CAPITAL GROUP CORP

▪ CEO OF RICHWOOD VENTURES BERHAD

He was awarded the Top Entrepreneur Award 2012 by Asia Pacific Top Excellence

Brand Committee, Global Business Magazine.

MS. CHRISTINA HEW

DIRECTOR – Legal & Finance


▪ DIRECTOR OF RICHWOOD VENTURES BERHAD

With her background, Christina has the expertise to guiding clients and

businesses through not only the legal morasses but also in terms of business

growth, profitability and workforce management.

MR. ERIC LEE

CHANG YEE

Development Director


▪ DEVELOPMENT DIRECTOR OF RICHWOOD VENTURES BERHAD

Mr. Lee was previously involved in Oil and Gas Industry with Nian Cemerlang Sdn

Bhd as Deputy Project Manager, completed many significant projects such

as MOPU Tanks, MOQ-BE Topsides and Jackets, Petronas Carigali.

RICHWOOD MANAGEMENT TEAM

Y.BHG DATO’ SRI JACKIE TEE

CHENG CHUAN

INDEPENDENT DIRECTOR

▪ INDEPENDENT DIRECTOR OF RICHWOOD VENTURES BERHAD

- FOUNDING OF BUSINESS (创办及受委任的职位)- JI CONSULTANT SOLUTIONS SDN BHD (Founder / CEO)

- PRO Aircond & Electrical Solutions (Founder / CEO)- YAYASAN OF TENGKU JARIL SULAIMAN (Vice-President)

- YAYAN ERIA SURIA (Vice-President)- KFP HOLDINGS BHD (CEO)

- COB CIRCLE HOLDINGS BHD (C0-Founder)马来西亚。雪隆友义联谊会 (副会长)

- LUMINOUS DYNASTY SDN BHD (Founder/Chairman)

ASSET

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PANTOP CONTINENTAL HOLDINGS SDN BHD

ASSETS

MUAR

• GM951, Lot 38

• GM104, Lot 4164PERAK

• Geran 57777, Lot 2

MELAKA

• Geran 8659, Lot 967

• Geran 8660, Lot 968

TANGKAK

• H S (M) 97, Lot 8915

PENGERANG

• H S (M) 509, Lot 1015

BATU PAHAT

• GM5311, Lot 14953

• GM5338, Lot 14954

R I C H W O O D C U R R E N T P R O J E C T S


INVESTMENT

BREAKDOWN

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Investment Breakdown

Summary

BioTech Fintech Education

Develop saleable Health & Beauty AI & IOT Tertiary CollegeProperties/Develop

mentPalm Oil

product products solutions New brand Projects with high High Yield Agri

Covid testerwith stable

revenues/branches profit margin Products

Stem Cell cashflows and good

treatment profit margins

Healthcare Development

RM100 million Fund (Fund Target)

Agriculture

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The National Biotechnology Policy (NBP) was launched on April 28,2005 with the theme “Biotechnology for wealth creation and social well-being” to advance the development of agriculture, healthcare and industrial manufacturing. It was the first national bioeconomy initiative in Asean and second in Asia after China.

There are nine thrusts in NBP which aim to nurture an enabling ecosystem of academic, scientific and business communities to stimulate the three bio-based sectors. These cover R&D, human capital development (BioAcademy), financial infrastructure, legal and regulatory framework and strategic development with government support and commitment.

Biotech

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The total healthcare industry spending in Malaysia, which stood at RM52 billion at end-2017, is expected to reach about RM80 billion by 2020, fuelled by increasing demand for healthcare services, and emergence of new care models beyond traditional hospital settings, according to business consulting firm Frost & Sullivan.

Healthcare

OUTLOOK AND TREND – SHORT TERM

Global health spending is expected to slow down in 2019 to 3.2%, from 5.2% in 2018. Causes for slow down:1. Currency shift2. Geopolitical tension including trade tensions

OUTLOOK AND TREND – LONG TERM

Due to global pandemic (coVID), the medical spending is expected to rise 5.2% over 2020 – 2023, and it is expected Asia to increase medical spending to 7.2% more in their annual GDP among all regions.

With the demand for healthcare supplies is on the rise, growth expectation is likely to rise to 11% y-o-y for Asia and 10.5% for global healthcare spending

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Financial Technology, or FinTech is the new technology and innovation

that aims to compete with traditional financial methods in the

delivery of financial services. The Banking, Financial Services and

Insurance (BFSI) industry is being redefined with the evolution of

FinTech. Despite being new, the growth rate is phenomenal and it is

expected to remain so over the coming years

FinTech

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In Malaysia, payments, wallets, and cryptocurrency dominate the FinTech

market, making up close to half of the market share.

FinTech

It is also making presence in Malaysia, although still in its infancy. The rise of

digital consumer also contributes to the growth of FinTech in Malaysia.

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Malaysia has evolved from a production-based to knowledge-based economy in order to stay relevant and compete in the global marketplace. Thus, the purpose of this article is to discuss current trends in Malaysian higher education and how these affect education policies and practices. They are four main trends/key elements to compete in the segments• Globalization• Teaching and Learning, • Governance• Knowledge-Based Society

Education

2030

2025

Now Value : RM 35 BillionEnrollment : 140K Student

Value : RM 84 BillionEnrollment : 408K Student

Value : RM 69 BillionEnrollment : 350K Student

Potential Growth in Education Sector

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Richwood had successfully assisted developers to turn their remaining unsold units into sales in the past two years. Projects involving are Residential (High rise & Landed) and Commercial (Factory & Shop lot). Investors had entrusted us to manage their property for keys collection, renovation, maintenance & rental collection.

Our team of professionals will provide their advice for home renovation design and services to adopt and attract the standard needs for tenant. With the minor upgrading of the unit, we manage to secure tenants soonest possible to minimize vacant period & boost up the rental yield.

Our team is also specialized in transforming a property from a dilapidated to an ID designed at minimal cost. This helps the investor to boost up the profit from purchasing through public auction at 20% to 30% lower than market value.

As for the secondary market, Richwood plays the role as a deal maker to link those below market value properties to prospects at ordinary market value.

Development

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Malaysia is one of the most developed markets in Southeast Asia. The country

is politically and economically stable, and with a population of nearly 32.6

million, is increasingly urbanized. About half of the country’s population falls

in the middle to upper income group of consumers with a national per capita

income of US$10,564 in 2018 (according to the World Bank).

Malaysia’s economy is mainly driven by services (55.5 percent),

manufacturing (23 percent) and agriculture (7.8 percent). Although the

country’s strict halal requirements complicate trade for certain products,

Malaysia’s trade and regulatory policies are relatively open and provide

opportunities for a broad range of imported foods and beverages. Malaysia’s

total agricultural product imports in 2018 reached nearly $18.5 billion USD.

There are two groups of agriculture types — plantation and food production.

On the plantation side, Malaysia is doing very well. In fact, the value of our

palm oil exports is about RM70 billion a year.

Agriculture

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AgricultureUS $ ’ mil l i on 20 16 20 17 20 18 CAGR (%)

Total Local Food and Agricultural Production2,385

(estimated)2,532

(estimated)2,787

(estimated)8.1%

Total Food and Agricultural Exports 21,192 22,444 21,133 -0.1%

Total Food and Agricultural Imports 14,603 15,942 16,179 5.3%

Total Food and Agricultural Market Size 4,204 3,970 2,167 -28.2%

Exchange Rates 4.137 4.299 4.030

Malaysia’s Food and Agricultural Market SituationUS $’ million (total market size = (total local production + imports) - exports) Data Sources: Malaysia Department of Agricultural and the Global

Trade Atlas

Agro-food is defined as crops (fruits, vegetables, flowers, etc), livestock (dairy,

poultry) and fisheries (including wild-caught and aquaculture).

The agro-food subsector includes production, processing and logistics. In 2017, agro-

food contributed 39.3% to the total added value of the agriculture sector, and 26.8%

to the employment of the sector.

Several programs are being implemented under the National Agro-Food Policy (2011-

2020) to improve the subsector’s performance. The measures taken include increasing

food production through optimized and sustainable land development, upgrading

agricultural infrastructure, as well as increasing the quality and safety of food by

improving compliance to standards.

PRIVATE PLACEMENT

FACTS

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Private Placement – Fund Size

RM 100,000,000

TARGETED FUND SIZE FUND MANAGER

RICHWOOD VENTURES BHD

FUND TERM

2 YEARS WITH 1 YEAR OPTIONAL EXTENSION

Year 0 First closing / Deal Sourcing

Year 1 Deal Sourcing

Year 2 Exits

Year 3 Exits

CARRIED INTEREST

EQUITY INVESTMENTS CARRIED INTEREST

1x Return of capital to

investors

2-4x 75%: Investors

25%: Fund Manager

>4x 65%: Investors

35%: Fund Manager

REGULAR

INCOME/PROJECT

INVESTMENTS

Carried Interest

Dividend yield

5 - 10% pa

Return of capital to

Investors.

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RM 100,000,000



KEY FEATURES AND ADVANTAGE

Feature One

Return on investment of 5 % to 10 % p.a. for a period of 3 years. Payback on proposed dividend shall be payable on quarterly basis.

Feature Two

Succession planning via “Private placement” with independent company.

Feature Three

Hassle-free and investment is professionally managed by highly experienced and credible company.

Feature Four

Compliance with the financial regulatory authority.

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RM 100,000,000



DIVIDEND RATES IN MALAYSIA (OVERVIEW)

2012 – 6.50%

2013 – 6.00%

2014 – 6.25%

2015 – 5.00%

2016 – 4.25%

2017 – 4.50%

2018 – 1.25%

2019 – 3.05%

2012 – 7.75%

2013 – 7.70%

2014 – 7.50%

2015 – 7.25%

2016 – 6.75%

2017 – 7.00%

2018 – 6.50%

2019 – 5.00%

CIMB – 2.55%

MBB – 2.55%

PBB – 2.55%

AMBANK – 2.05%

B.ISLAM – 2.60%

PROPOSED DIVIDEND

2021 – 5% to 10%

2022 – 5% to 10%

2023 – 5% to 10%

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TABUNG HAJI ASNB BANKS RICHWOOD VENTURES BHD

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RM 100,000,000



PROPOSED DIVIDEND AND DISTRIBUTIONS – INVESTMENT BELOW RM500,000

INVESTMENT AMOUNT

Quarterly Return(payable on 15th/30th)

Yearly Return(5% p.a)

Total Return for 3 years

( 5% x 3 years)

RM 100,000.00 1,250.00 5,000.00 15,000.00

RM 200,000.00 2,500.00 10,000.00 30,000.00

RM 300,000.00 3,750.00 15,000.00 45,000.00

RM 500,000.00 6,250.00 25,000.00 75,000.00

**Dividend return is based on company investee performance and investment climate

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RM 100,000,000



PROPOSED DIVIDEND AND DISTRIBUTIONS – INVESTMENT ABOVE RM500,000

INVESTMENT AMOUNT

Quarterly Return(payable on 15th/30th)

Yearly Return(10% p.a)

Total Return for 3 years

( 10% x 3 years)

RM 600,000.00 15,000.00 60,000.00 180,000.00

RM 700,000.00 17,500.00 70,000.00 210,000.00

RM 900,000.00 22,500.00 90,000.00 270,000.00

RM 1,200,000.00 30,000.00 120,000.00 360,000.00

**Dividend return is based on company investee performance and investment climate

THANK YOU

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