Rofina Group Limited (Acn 635 120 517) Unit 1958, Level 19, 1 O’Connell Street, Sydney, Nsw 2000, Australia
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ROFINA GROUP LIMITED (ACN 635 120 517) UNIT 1958, LEVEL 19, 1 O’CONNELL STREET, SYDNEY, NSW 2000, AUSTRALIA. Date: 1 July 2020 NSX Limited 1 Bligh Street Sydney NSW 2000 Attn: Mr. John Williams Dear Sir, RE: PROPOSED LISTING ON THE NATIONAL STOCK EXCHANGE OF AUSTRALIA LIMITED - ROFINA GROUP LIMITED (ACN 635 120 517) (“Rofina” or the “Company”) Rofina is proposing to apply for the listing of and quotation for all its ordinary fully paid up shares on the National Stock Exchange of Australia Limited. We set out below the relevant requested information of the Company for your kind consideration: 1. General (1) the name of the applicant and the date and place of incorporation; Rofina Group Limited (ACN 635 120 517) is a company incorporated in Australia and registered in New South Wales on 26 July 2019. (2) if not incorporated in Australia, the date on which the applicant became registered under the Corporations Act; Not applicable. (3) the address of the principal registered office and the address of each office at which a share register is kept; The registered office of the Company is located at Boardroom Pty Limited, Level 12, 225 George Street, Sydney, NSW 2000 where the share register is also kept. (4) a formal request for the listing of the securities in respect of which application is made, specifying the nature of the securities and the amount, class, the voting rights attached and whether they are to be fully paid; We formally request listing of the Company’s fully paid ordinary shares ______________________________________________________________________________ 1 (“Shares”). The total number of Shares the Company proposes to list and quote is 157,500,068 fully paid ordinary Shares. These Shares shall have the rights as prescribed by the constitution of the Company. The holders of Shares in the Company are entitled to one vote per share at any general meeting on any matter that can be voted upon by the shareholders of the Company ("Shareholders"). Shareholders have no pre‐emptive or other rights to subscribe for additional Shares. Please refer to Section 13.1 (Rights attached to Shares) of the prospectus dated 1 July 2020 issued by the Company (“Prospectus”) for further information on the rights attaching to the Shares. (5) the proposed method by which the securities are to be brought to listing and details of any proposed distribution of the securities; The proposed listing will be by way of an initial public offering under the Prospectus. There is currently no arrangement for distribution via brokers. (6) the estimated market capitalisation of the securities for which a listing is sought; Shares currently on issue: 143,000,068 Shares Shares offered under the Prospectus: 14,500,000 Shares Total Shares to be quoted following the offer: 157,500,068 Shares Estimated market price per Share: $0.10 Estimated market capitalisation: $15,750,007.00 (7) an estimate of the net proceeds of any proposed issue and the intended use of the proceeds; and The offer is to issue 14,500,000 Shares at an issue price of $0.10 per share to raise $1,450,000 in Rofina and is offered to investors identified by the directors and who have agreed to subscribe for the said Shares. The investors are not (and nor are they associated with) a director or substantial Shareholder of the Company (“Offer”). The funds raised by the Offer is intended to be used as follows: Use of proceeds $ % Working capital* 650,000 44.8 Outstanding Listing expenses 200,000 13.8 Market expansion# 200,000 13.8 Product development^ 100,000 6.9 Repayment of bank borrowings 300,000 20.7 Total 1,450,000 100 Notes: * includes payments to suppliers for purchase of products and expenses comprising salaries and statutory contributions and rental and utility expenses; # includes costs for e-commerce development and other digital marketing strategies and channels, to enhance human resource training and ______________________________________________________________________________ 2 development in using digital tools to penetrate market segments build stronger customer base and customer retention and development of market share in East Malaysia and other tourism hotspots; and ^ includes to design and create new product lines for bags, handbags and backpacks in order to expand the product categories developed by the Group and continued efforts to develop the Group’s luggage designs to keep up with market trends. The proposed use of proceeds described above represents the Company’s current intentions based on its present plans and business conditions. The amounts and timing of the actual expenditures may vary. (8) the name of any other stock exchange on which any securities of the issuer are already listed and/or traded. The Company’s securities are not listed on any other stock exchange. 2. Share capital and ownership (1) A list in tabular form of: (i) the designation or title of each class of share; The Company has one class of share on issue being fully paid ordinary shares. (ii) the number of shares issued; Please refer to Section 5.11 (Capital Structure table) of the Prospectus. (iii) the voting rights attached to each share; All Shares have the same voting right. Each Share has one vote. Please refer to Section 13.1 (Rights attached to Shares) of the Prospectus. (iv) the amount of fully paid up shares; Please refer to Section 5.11 (Capital Structure table) of the Prospectus. (v) the shareholdings of the directors and officers of the issuer; and Please refer to Section 8.7 (Directors’ holdings) of the Prospectus. (vi) so far as is known, or can be ascertained after reasonable enquiry, the names of all shareholders of the issuer who own five percent (5%) or more of the shares of the issuer and their respective shareholdings. Shares held % at the currently and also completion at the completion % held of the Name of the Offer currently Offer Boon Chin Soo 36,422,168 25.47 23.13 Wei Yin Soo 14,568,868 10.19 9.25 ______________________________________________________________________________ 3 Yeng Fong Wong 14,568,867 10.19 9.25 Yi Yun Soo 7,284,433 5.09 4.63 (2) A list in tabular form of the names of all shareholders of the issuer including the dates that the shares were allotted to them, the consideration that they provided and the number of shares that are held. A list of Shareholders is enclosed as Appendix 1 to this letter of application. 3. Securities An outline of the principal terms of the securities the applicant wishes to list. The principal terms of the Shares to be listed on the NSX are set out in Section 13.1 (Rights attached to Shares) of the Prospectus. 4. History and nature of business A short introductory paragraph describing the general nature of the business and products of the applicant. A brief history of the issuer for the last five (5) years or, if later, from inception to the date of the application. A description of the business now conducted by the issuer and its child entities, including principal products manufactured, services performed or investments held, principal markets for products and raw materials, method of marketing, annual turnover for the preceding three (3) financial years and for the current financial year to the latest date available. Please refer to Sections 5 (Business Overview) and 9 (Financial Information) of the Prospectus. 5. Summary of earnings A summary of earnings, on a consolidated basis if the applicant has subsidiaries, for the last three (3) financial years, showing sales, earnings before charges for depreciation, interest and tax (if any), the amount of each of those charges, net income before extraordinary items, extraordinary items, net income and earnings per share. Please refer to Section 9 (Financial Information) of the Prospectus. 6. Tabulation of balance sheet A tabulation of its balance sheet for each of the last three (3) financial years (on a consolidated basis if the issuer has subsidiaries) or from the date of incorporation, if shorter. The tabulation should include a calculation of the net asset value per security for each of the three (3) financial years. Please refer to Section 9 (Financial Information) of the Prospectus. ______________________________________________________________________________ 4 7. Employees A statement as to the total number of persons regularly employed and, if subject to seasonal fluctuations, the maximum and minimum numbers employed during the preceding twelve (12) months. The Company has 5 directors (2 executive and 3 non-executive and independent directors) and the Company’s subsidiary companies being Rofina Marketing (M) Sdn Bhd, Rofina Holdings Sdn Bhd and Rofina Global Pty Ltd, employ 105 employees. 8. Child entities A tabular list of all child entities showing in respect of each such corporation:- (1) the name of the corporation; (2) a brief statement of the nature of its business and its relationship to the operations of the entire enterprise; and (3) share capital by classes, showing the amount issued and the amount owned by the holding entity. Share capital by classes, amount issued and Subsidiaries owned by the holding Name Nature of Business entity. Rofina Global Is the operating The total issued and fully Pty Ltd business which carries paid-up ordinary shares of on the wholesale Rofina Global Pty Ltd is $2 business of luggage consisting of 2 ordinary and bags in Australia. shares. The Company is the holder of 100% of the issued and fully paid-up ordinary shares of Rofina Global Pty Ltd. Rofina Holdings A holding company The total issued and fully Sdn Bhd which was paid up ordinary shares of incorporated to hold Rofina Holdings Sdn Bhd is 100% of the Malaysian MYR13,000,006 consisting operating company in of 13,000,006 ordinary conjunction with the shares.