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February 8, 2024
Coco Alex Yeoh
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Draft Registration Statement on Form F-1
Submitted December 29, 2023
CIK No. 0002005569
Dear Coco Alex Yeoh:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that the underwriters may exercise an over-allotment option.
Please revise your cover page to provide narrative disclosure regarding the over-allotment
option, including the number of shares that are subject to the over-allotment option. Refer
to Item 501(b)(2) of Regulation S-K.
2.We note your disclosure on page 8 that your CEO and founder, Prof Dr. Coco Alex Yeoh
may own a substantial number of the ordinary shares of Empro. Please revise your cover
page to disclose Dr. Yeoh's ownership percentage. Please also disclose whether you will
be a "Controlled Company" under Nasdaq listing rules and, if so, whether you intend to
rely on the exemptions as a controlled company. Please also include risk factor disclosure
regarding the risks to investors stemming from the potential concentrated ownership of
your company by your founder, including, if applicable, risk factor disclosure that
discusses the effect, risks and uncertainties of being designated a controlled company,

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 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 2
 FirstName LastNameCoco Alex  Yeoh
Empro Group Inc.
February 8, 2024
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including but not limited to, the result that you may elect not to comply with certain
corporate governance requirements.
Prospectus Summary, page 3
3.We note that you make various statements throughout the registration statement regarding
your leadership in your field, consumer satisfaction and the competitive position of your
brand and products including, but not limited to, the following:

•your company is “a beloved brand, resonating profoundly with consumers;"
•you are "[r]enowned as an icon and a trailblazing force in the realms of beauty and
wellness;”
•your cosmetic brand has been “a trusted companion to professionals and senior
executives aged 30 and above delivering artistic finesse and top-tier quality in every
product;"
•you produce “the highest-grade medical masks that are trusted by numerous medical
hospitals and government sectors;"
•your products launched “have been well received and widely recognized by
consumers;"
•you “have consistently delivered safe, efficacious, and innovative beauty and
wellness products, earning the trust of millions of customers and partners;"
•you have "established [y]ourselves as a trusted name in the beauty and wellness
industry;"
•you currently stand "as an industry leader in beauty and wellness;"
•your reference to SpaceLift as "a premier brand in the international market;" and
•your company "a leading force in the ASEAN and Hong Kong beauty and wellness
industry."

Please revise your disclosure throughout the prospectus to provide the basis for any
statements, including the those above, related to leadership in your field, consumer
satisfaction and the competitive position of your brand and products. Please also ensure
you disclose any relevant metrics on which these statements are based and any material
assumptions. Refer to Item 4.B.7 of Form 20-F.
4.Please address the following items related to the description of your business throughout
your prospectus summary:

•We note your disclosure on page 3 that you “have gracefully transcended our origins
in the beauty industry to embrace the holistic realm of wellness." Please revise your
disclosure here to briefly discuss the evolution of your operations, including your
transition from the beauty industry to the wellness industry. In doing so, please
clarify the differences between these industries.
•We note your disclosure on page 3 that your "success is further bolstered by a robust
presence in both physical and digital retail spaces." Please revise your disclosure to
provide a brief discussion of the products offered in physical and/or digital locations.

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 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 3
 FirstName LastNameCoco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 3
•We note your disclosure on page 4 and on page 62 that one of your competitive
strengths is “[r]our revenue diversification enhances your financial resilience.” We
also note, however, that for the fiscal year ended December 31, 2022 97.48% of your
revenue was from your health care segment as compared to 2.52% from your
cosmetics and skin care. Given this substantial concentration of revenue derived from
one of your business segments, please revise your disclosure to explain what you
mean by your “revenue diversification.”
5.We note your disclosure here and throughout the registration statement regarding the
safety and efficacy of your products, including, but not limited to, the following:

•Your “unwavering commitment to providing safe, professional-grade products of
uncompromising quality;”
•Your “track record of consistently delivering safe, efficacious and innovative beauty
and wellness products;”
•Your standing as “a symbol of unwavering commitment to beauty, quality, and
safety;”
•Your commitment to “ensur[ing] not only beauty but also safety in every aspect of
[y]our products;”
•Your policy with respect to launched products “whereby all must be certified as safe
to use;" and
•Your product SpaceLift "provides a natural and safe anti sagging and anti-aging
solution for those who seek for a safe and effective lifting product."

Safety and efficacy are determinations that are solely within the authority of the U.S. Food
and Drug Administration (FDA) or similar foreign regulators. It is unclear from the
disclosure of applicable regulations beginning on page 70 whether the FDA counterpart,
or another regulatory body, in Malaysia makes safety determinations with respect to your
products. In this regard, we also note your risk factor disclosure on page 19 that references
the complex product safety laws, regulations, and standards that your healthcare and
beauty products must adhere to. Please revise both the section beginning on page 70 and
the risk factor on page 19 to clarify the relevant regulatory body and to discuss in greater
detail the specific product safety laws, regulations, and standards that apply to your
products. Finally, in your summary here and throughout the registration statement, as
appropriate, please either omit safety and efficacy claims or revise to explain which of
your products have been approved by the FDA-equivalent regulatory authority in
Malaysia.
Risk Factors, page 12
6.Please provide additional risk factor disclosure regarding your operations in Malaysia. For
example, discuss in further detail any risks, including but not limited to geopolitical,
economic, environmental, and other risks, that are particular to operating a business in
Malaysia.

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 4
 FirstName LastName
Coco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 4
7.Please revise your risk factors to include specific risks relating to your operations. As an
example only, in the risk factor on page 14 "We may not be able to successfully implement
our growth strategy," please consider disclosing what target markets you are referring to
and providing detail regarding your portfolio of brands. Likewise, in the risk factor on
page 16 "The sale of counterfeit product may affect our reputation and profitability,"
please consider revising to disclose the counterfeit products that this risk is addressing.
We may not be able to maintain profitability in the future., page 15
8.Please revise this risk factor to disclose your current and historical net profits.
We rely on a limited number of ODM/OEM and packaging supply partners to produce our
products. The loss of one or more of these ODM/OEM..., page 18
9.We note your disclosure that you "primarily depend on a limited number of ODM/OEM
and packaging supply partners in Malaysia for producing most of [y]our products." Please
revise this risk factor to disclose which of your products this risk is referring to.
Failure to maintain or renew our current leases or locate desirable alternatives for our facilities
could materially and adversely..., page 21
10.We note your disclosure that some of your leases "include covenants that require meeting
certain turnover or operational result commitments periodically." Please revise your
disclosure to discuss these covenants in further detail, including by providing the specific
turnover and operational result commitments and disclosing whether the company has
historically been in compliance with these covenants
Our ability to enrich our content offerings could be substantially impaired if we fail to cooperate
with third-party content providers..., page 25
11.We note your disclosure that you currently generate content through your in-house
editorial team and through collaborations with third-party professional content providers.
Please revise your disclosure to clarify the types of content that these third-party providers
are helping you to generate and discuss briefly how it contributes to your business
activities.
Use of Proceeds, page 39
12.We note that you plan to allocate 23% of the proceeds from this offering to "Market
Penetration & Development". Please revise your disclosure to discuss this in further detail,
including, but not limited to, specific expansion and development plans in the near term,
including reference to how far into the market penetration and development plans the
proceeds will enable you to reach, as applicable.

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 5
 FirstName LastName
Coco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 5
Corporate History And Structure, page 44
13.We note your disclosure that in connection with the offering you have undertaken a
reorganization of your corporate structure. Please describe the material provisions of any
agreements entered into in connection with the reorganization and please file these
agreements as exhibits or provide your analysis as to why you believe the agreements are
not required to be filed. Refer to Item 601(b)(2) of Regulation S-K.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Key Factors that Affect Our Results of Operations, page 45
14.We note your disclosure that the COVID-19 pandemic significantly heightened the
demand for medical masks. We also note that revenue from health care, which involves
trading and wholesaling of medical masks, COVID-19 test kits and related products, was
97.48% of your revenues in Fiscal 2022. Please revise your disclosure here to discuss how
continued recovery from the COVID-19 pandemic throughout 2023 impacted your
revenues. Please also revise your risk factor disclosure to discuss risks to your business
related to the ongoing recovery from the COVID-19 pandemic.
MD&A, page 45
15.Please revise the MD&A section to specifically explain the variances reflected in the
financial statements included in the document. In this regard, we note that the financial
statement amounts are expressed in Malaysian currency, not United States currency. See
Instruction 2 to Item 5 of Form 20-F.
Key Financial Performance Indicators, page 46
16.We note your disclosure that you derive revenue from health care and from cosmetics and
skin care. Please revise your disclosure here and elsewhere in the registration statement,
including the business section, to clarify that you operate under these two segments and to
provide a geographic breakdown of your revenues. Refer to Item 4.B.2 of Form 20-F.
Operating Costs, page 48
17.Please quantify and discuss your costs of goods sold and gross profit as presented in your
financial statements.  In addition, identify the material components included in your
"Others" line item and discuss their variances for each period presented.
Business
Our History, page 59
18.We note your disclosure on page 60 that you have "invested heavily to send our products
to reputable international organizations for testing and certification. Please revise your
disclosure to identify the products you have tested as well as the full name of the
international organizations that conducted this testing and certification. Please also

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Empro Group Inc.
February 8, 2024
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describe the testing that was conducted, including the test design, parameters, primary and
secondary endpoints, the results as they relate to the endpoints and any statistical analysis
that was done. Please also disclose any observed serious adverse events.
Our Business Model, page 60
19.We note your disclosure that you "plan to allocate a portion of [y]our annual budget to
overseas exhibitions and research and development activities." Please revise your
disclosure in your business section to identify the overseas exhibitions in which you plan
to participate.. Please also revise your registration statement in an appropriate location to
discuss your planned research and development activities in further detail, including by
providing a description of your research and development policies for the past three years.
Refer to Item 5.C. of Form 20-F.
Marketing Strategy, page 61
20.We note your disclosure on page 50 that states that your marketing efforts “encompass
traditional channels but also leverage digital platforms and e-commerce to reach a broader
and more diverse customer base.” Please revise your disclosure here to describe all of the
marketing channels used by the company, including an explanation of any special sales
methods employed. We note that you have established local trading term agreements that
you state “ensures the stability of [y]our sales and the attainment of targeted goals.” Please
revise to explain in detail, with reference to specific terms, how these local trading term
agreements provide this stability and support your goals. Refer to Item 4.B.5 of Form 20-
F.
Relationships with Partners, Regulators, and Government, page 62
21.We note your disclosure throughout the registration statement discussing the various
exclusive distribution, manufacturing, and sales arrangements that you have established,
including the following:

•We note your disclosure on pages 3 and 59 that you have secured exclusive
distributorships with original equipment manufacturers in Korea and China to
distribute and market a range of eyebrow pencils, including your proprietary
triangular eyebrow pencil;
•We note your disclosure on pages 3 and 59 that you have sole and exclusive rights
with manufacturers to supply and distribute surgical and medical grade face masks,
and to distribute your skincare product, SpaceLift;
•We note your disclosure in risk factors on pages 18 and 19 that you depend on a
limited number of ODM/OEM and packaging supply partners with whom you have
entered into framework agreements for producing most of your products and that
your rely on them to procure raw materials;
•We note y