SecProbe.io

July 9, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 14, 2024
CIK No. 0002005569
Dear Yeoh Chee Wei:
            We have reviewed your amended draft registration statement and have the following
comments.
            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. Unless we note otherwise, any references to prior comments are to comments in our
February 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 2 and reissue the comment in part. Please revise your
cover page to disclose Dr. Yeoh's ownership percentage upon completion of the offering
and describe his related control of your company, including matters subject to a
stockholder vote. Please also disclose whether and to what extent you intend to rely on
the controlled company exemptions on your cover page, and revise your risk factor on
page 37 to disclose the "certain" exemptions upon which you intend to rely. Finally,
please revise your disclosure to cross reference to specific risk factors, such as those on
page 37 of the registration statement.

July 9, 2024
Page 2
Prospectus Summary, page 3
2.We note your response to comment 3 and reissue the comment in part. Please revise your
disclosure throughout the prospectus to provide the basis for any statements related to
leadership in your field, consumer satisfaction and the competitive position of your brand
and products. Please also ensure that you disclose any relevant metrics on which such
statements are based and any material assumptions. Refer to Item 4.B.7 of Form 20-F. As
an example only, we note your statements on page 3 that you have "established
[y]ourselves as a trusted name in the beauty and healthcare industry," and on page 60 that
your products have "been well received and widely recognized by consumers" and that
"EMPRO is a brand closely associated with beauty and unwavering quality, and is
recognized as a face art specialist among the industry peers."
3.We note your disclosure on page 3 that for the fiscal years ended December 31, 2023,
2022 and 2021, your total revenue was approximately $3.70 million, $10.82 million and
$5.86 million, respectively. Please revise to also discuss your net losses in 2023 and to
briefly explain your decline in total revenues from fiscal 2022 to fiscal 2023.
Use of Proceeds, page 40
4.We note your response to comment 12 and reissue the comment in part. Please clarify
how you plan to use the net proceeds from the offering for your geographical expansion
and marketing plans, including the portion of net proceeds you will use for each purpose.
See Item 3.C.1. of Form 20-F, which requires disclosure of the estimated net amount of
the proceeds broken down into "each principal intended use." Please also clarify which
markets you plan to prioritize entry into within the next five years, if applicable.
Dividend Policy, page 41
5.We note your disclosure on page 41 that you "have not declared or paid cash dividends on
[y]our Ordinary Shares." We also note, however, your disclosure on page F-7 that EMP
Solution SDN. BHD. paid dividends in fiscal 2022 and 2023. Please revise to discuss the
payment of these dividends.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Key Factors that Affect Our Results of Operations, page 46
6.We note your response to comment 14 and reissue the comment in part. Please revise your
risk factor disclosure to discuss risks to your business related to the ongoing recovery
from the COVID-19 pandemic. In particular, please consider discussing risks stemming
from decreased sales of COVID-19 related products such as face masks and testing kits,
which constitute a significant portion of your health care products. As a related matter,
please revise your MD&A to disclose whether you expect to continue to experience in
future financial periods a reduction in revenue from your health care business segment,
driven by a significant decreases in COVID-19 cases.

July 9, 2024
Page 3
Results of Operations, page 47
7.Please disclose the extent to which your revenue variance was impacted by changes in
sales volume, sales price, and by foreign exchange rate fluctuations. Also, please disclose
why your gross margin increased significantly in 2023. Quantify the impact that foreign
exchange rates had on your 2023 cost of goods sold variance. See the guidance in Item
5.A of Form 20-F.
Liquidity and Capital Resources, page 50
8.Please disclose the specific factors you considered in concluding that the receivables over
90 days past due are collectible. In this regard, it appears that a significant portion of the
balance in that bucket is over one year past due.
Financing Activities, page 53
9.We note your revised disclosure in this section referencing several term loans. Please
describe the material terms of these loans in more detail, including the principal, interest,
parties, and date the parties entered into these loans.
Business
Product Safety, page 61
10.We note your revised disclosures discussing the product safety of your surgical face
masks, SpaceLift, and antibacterial moisturizing mist. Please further revise this section to
discuss safety measures you have taken with respect to your other cosmetic products, such
as your eyebrow pencil product offerings. In this regard, we note your disclosure on page
19 that your skincare and cosmetics products are regulated under, and have been
registered with, the National Pharmaceutical Regulatory Agency (NPRA), a division of
the Ministry of Health of Malaysia.
Relationships with Partners, Regulators, and Government, page 65
11.We note your response to comment 21 and reissue the comment in part. Please ensure that
the material terms, including dates, parties, general nature of the contracts, terms and
conditions, and amount of any consideration passing to or from the company or any other
member of the group to the counter party are disclosed, and that such agreements are filed
as exhibits to the registration statement. As an example only, please revise to discuss any
payments made to Watsons and Sa Sa for their distribution of your products. In
addition, we note that the April 2024 Trading Term Agreement with Sa Sa, the February
1, 2024 Exclusive Distributor Agreement with Pro Tek AS, the January 2024 Exclusive
Distributor Agreement with Sash Trader, the May 2024 Exclusive Distributor Agreement
with Aerofit Multiplus, and the May 2024 Exclusive Distributor Agreement with Sa Sa
are not currently included in the exhibit index. Please revise to file these agreements or
provide your analysis as to why these agreements are not required to be filed. Refer
to Item 601(b)(10) of Regulation S-K and Item 10.C. of Form 20-F.
Our growth strategies, page 68
We note your response to comment 23 and reissue the comment in part. Please revise this
section to more fully explain the international territories in which you plan to expand your
business, including the timing for the expansion and the specific products that you plan to 12.

July 9, 2024
Page 4
offer, and clarify whether you are already present in those territories and intend to expand
within those regions or whether you will be a new entrant to those international markets.
Please also discuss the specific marketing efforts you intend to use to accomplish this
international expansion.
Our Business Divisions, page 69
13.We note your response to comment 24 and reissue the comment. Please revise your
disclosure to clearly identify each of your existing and planned products and to provide an
overview of the status of development and commercialization for each one, including the
customer target group and the markets in which the product is offered. Consider providing
this information in tabular format for ease of reference.
Quality Control, page 71
14.We note your disclosure that you "plan to apply for approval by the USFDA for [y]our
products as [you] expand [y]our operations into the United States market." Please revise
to discuss your specific plans to seek FDA regulatory approval including the timing of
any such applications and the products for which you plan to seek regulatory approvals.
Competition, page 73
15.We note your response to comment 28. Please revise to disclose your key competitors in
the medical mask and cosmetic industries in the markets where you compete.
Regulations, page 75
16.We note your disclosure that your face masks are regulated by, and have been registered
with, the Medical Device Authority of Malaysia and have obtained Good Distribution
Practice for Medical Devices. We also note your disclosure that your skincare and
cosmetics products are regulated under, and have been registered with, the National
Pharmaceutical Regulatory Agency. Please revise to further discuss the process by which
each of your products obtained MDA, GDPMD and NPRA approvals, as applicable.
Please also disclose the dates any such approvals were granted.
Audit Report, page F-2
17.We read your response to prior comment 32 and reissue in part. Please have your auditor
address the guidance in PCAOB AS 3101.02 and 3101.08e and revise their audit report to
state whether the financial statements are presented fairly.
Statement of Cash Flows, page F-10
We note your response to prior comment 34 and have the following additional comments:

•You indicate that the 2022 dividend was used to offset amounts due from a director,
who was the sole shareholder of EMP Solution at that time. Thus, there was no cash
outflow and no liability was recognized. Please provide the disclosures required by
IAS 7.43. To the extent applicable, address this comment as it relates to your 2023
dividend;
 18.

July 9, 2024
Page 5
•Please confirm that the net changes in amount due to a director as reflected in your
investing and financing activities were actual cash inflows and outflows and not
offsets to amounts due to/from a director. If these changes were not actual cash
inflows and outflows, address the appropriateness of this presentation; and

•It appears that you revised your statement of cash flows to address our
comment. Please provide the disclosures required by IAS 8.49.
Note 2 - Basis of Preparation, page F-12
19.As previously requested, please disclose the date when the financial statements were
authorized for issue and who gave that authorization as required by IAS 10.17.
Note 8 - Other Receivables, page F-37
20.Given that your other receivables comprise over 40% of your total assets, please expand
the disclosure to fully describe the transactions that generated these assets. Ensure you
disclose the repayment terms, clarify the identity of the related parties, and state whether
any of the receivables are secured by collateral or guarantees. Similarly, please expand
Note 16 to identity the referenced related parties.
Note 24, page F-46
21.With reference to IAS 33.26-28, please address the need to retroactively present your EPS
calculations for the stock bonus issue referenced in Note 11.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you have
questions regarding comments on the financial statements and related matters. Please contact
Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli