[SCHEDULE 13D] Empro Group Inc. Ordinary shares SEC Filing

Rhea-AI Filing Summary

Empro Group Inc. reports that Yeoh Chee Wei, the company's Chief Executive Officer and Chairman, beneficially owns 5,130,000 ordinary shares, representing approximately 61.6% of the outstanding ordinary shares based on 8,331,250 shares outstanding after the IPO and overallotment. The shares were acquired primarily in connection with the issuer's formation, a share-swap involving its subsidiary EMP Solution Sdn. Bhd., and a pro rata issuance priced at $0.0001 per share funded from the Reporting Person's working capital. As the majority holder, the Reporting Person will generally control shareholder votes, including director elections. The Reporting Person states no recent transactions in the last 60 days and disclaims any contractual arrangements affecting voting or transfer of the reported shares.

Positive

• Clear control structure: Reporting Person holds a majority stake (61.6%), providing leadership continuity.
• No disclosed legal issues: Reporting Person reports no criminal convictions or securities-related civil judgments in the last five years.
• Transparent acquisition history: Share origin described via formation, share-swap and pro rata issuance at $0.0001 per share.

Negative

• Concentrated ownership: 61.6% ownership materially reduces public float and minority shareholder influence.
• Potential liquidity constraints: Large insider stake may limit tradable shares and affect market liquidity.

Insights

Corporate Governance Expert

TL;DR: Founder-CEO holds majority control (61.6%), creating a controlled-company governance structure with concentrated voting power.

The filing confirms that the CEO and Chairman beneficially owns a majority stake, which classifies the issuer as a controlled company under Nasdaq standards. Concentrated ownership streamlines decision-making but reduces minority shareholders' influence on board composition and governance matters. The absence of agreements limiting vote transfer or pledges indicates straightforward control, and the reporting of no legal proceedings or recent transactions simplifies the ownership picture. This is materially relevant to governance assessments and proxy voting expectations.

Securities Analyst

TL;DR: Majority ownership by an insider signals strategic continuity but limits free float and potential liquidity.

The Reporting Person's 5.13 million shares (61.6% of 8.33125 million) reduce public float and may constrain trading liquidity. Ownership arose from pre-IPO reorganization and nominal-priced share issuances funded from personal working capital. No sales in the prior 60 days are reported and there are no contractual restrictions or arrangements disclosed. For investors, the concentrated stake is a key factor in valuation, takeover dynamics, and marketability of the float.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

EMPRO GROUP INC.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G3041J106

(CUSIP Number)

Yeoh Chee Wei
c/o Empro Group Inc. 21, Jalan 15/23, Tiong Nam Industry Park Shah Alam
Selangor, N8, 40200
603 5523 1983

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G3041J106

1

Name of reporting person

YEOH CHEE WEI

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,130,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,130,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,130,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: EMPRO GROUP INC.
(c)	Address of Issuer's Principal Executive Offices: 21, Jalan 15/23, Tiong Nam Industry Park, Shah Alam, Selangor, MALAYSIA , 40200.
Item 2.	Identity and Background
(a)	This statement is being filed by Yeoh Chee Wei (the "Reporting Person"). The Reporting Person is the Chief Executive Officer and the Chairman of the Board of Directors of the Issuer.
(b)	The principal office and business address of the Reporting Person is c/o Empro Group Inc., 21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam, Selangor, Malaysia.
(c)	The principal business of the Reporting Person is to serve as the Chief Executive Officer and as the Chairman of the Board of Directors of the Issuer.
(d)	The Reporting Person has not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	The Reporting Person has not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Malaysia.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired the ordinary shares of the Issuer beneficially owned by him (the "Shares") in connection with the formation of the Issuer in anticipation of the initial public offering by the Issuer of its ordinary shares (the "IPO") and the reorganization of the corporate structure of the Issuer and its wholly-owned subsidiary, EMP Solution Sdn. Bhd. ("Empro Solution"). Specifically: (A) on November 22, 2023, in connection with the incorporation of the Issuer, the Issuer issued one ordinary share to its initial subscriber for aggregate consideration of $0.0001, which ordinary share was immediately transferred by the initial subscriber to the Reporting Person; (B) on November 4, 2024, the Reporting Person and the other holders of the issued and outstanding ordinary shares of EMP Solution entered into a Share Swap Agreement with the Issuer pursuant to which such shareholders exchanged all of the issued and outstanding shares of EMP Solution held by them for newly-issued ordinary shares of the Company on a 1-for-1 basis; and (C) on January 15, 2025, in order to align the capitalization of the Issuer with the terms of the initial public offering, the Issuer issued an aggregate of 5,250,000 ordinary shares to its existing shareholders (including the Reporting Person) on a pro rata basis for a purchase price equal to $0.0001 per share. The source of the funds used by the Reporting Person to acquire the ordinary shares of the Issuer was the working capital of the Reporting Person. None of the funds used in connection with such purchases were borrowed by the Reporting Person.
Item 4.	Purpose of Transaction
	As described in Item 3 above, the Reporting Person acquired the Shares in connection with the formation of the Issuer in anticipation of the IPO and the reorganization of the corporate structure of the Issuer and EMP Solution. The Reporting Person is the Chief Executive Officer and the Chairman of the Board of Directors of the Issuer. As a result of the Reporting Person's ownership of the Shares, the Reporting Person beneficially owns approximately 61.6% of the outstanding ordinary shares (based upon 8,331,250 ordinary shares issued and outstanding following the closing of the IPO and the exercise by the underwriter of its over-allotment option in full, as set forth in the final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on July 2, 2025 (the "Final Prospectus")). Consequently, the Issuer is a "controlled company" within the meaning of Nasdaq's listing rules. For as long as the Reporting Person beneficially owns a majority of the voting power of the outstanding ordinary shares, he will generally be able to control the outcome of matters submitted to the Issuer's shareholders for approval, including the election of directors. The Reporting Person intends to review from time to time his investment in the Issuer and, depending on such review, may consider from time to time various alternative courses of action. In addition, depending on prevailing conditions from time to time, including, without limitation, price and availability of shares, future evaluations by the Reporting Person of the business and prospects of the Issuer, regulatory requirements, other investment opportunities available to the Reporting Person and general stock market and economic conditions, the Reporting Person may determine to increase his investment or sell all or part of his investment in the Issuer through open-market purchases, privately negotiated transactions, a tender or exchange offer or otherwise.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, and after giving effect to the closing of the IPO on July 3, 2025 and the exercise by the underwriter of its over-allotment option in full, the Reporting Person beneficially owns an aggregate of 5,130,000 ordinary shares, representing approximately 61.6% of the outstanding ordinary shares (based upon 8,331,250 ordinary shares issued and outstanding following the closing of the IPO and the exercise by the underwriter of its over-allotment option in full, as set forth in the Final Prospectus).
(b)	All of the shares reported in this Schedule 13D are held directly by the Reporting Person.
(c)	The Reporting Person has not effected any transactions in the Issuer's ordinary shares during the 60 days preceding the date of this Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

YEOH CHEE WEI

Signature:	/s/ Yeoh Chee Wei
Name/Title:	Yeoh Chee Wei
Date:	08/14/2025

FAQ

Who is the majority shareholder of Empro Group Inc. (EMPG)?

The majority shareholder is Yeoh Chee Wei, who beneficially owns 5,130,000 shares, representing approximately 61.6% of outstanding ordinary shares.

How were Yeoh Chee Wei's EMPG shares acquired?

Shares were acquired through the company's formation, a share-swap involving EMP Solution Sdn. Bhd., and a pro rata issuance priced at $0.0001 per share funded by the Reporting Person's working capital.

Does Yeoh Chee Wei have any disclosed agreements affecting voting or transfer of EMPG shares?

No. The filing states there are no contracts, arrangements or understandings with respect to the issuer's securities affecting voting or transfer.

Has the majority holder traded EMPG shares recently?

The filing reports that the Reporting Person has not effected any transactions in the issuer's ordinary shares during the 60 days preceding the filing.

What is the total number of EMPG ordinary shares outstanding used to calculate the 61.6%?

The percentage is based on 8,331,250 ordinary shares issued and outstanding following the IPO and exercise of the underwriter's over-allotment option.