Document Information
| Item | Details |
|---|---|
| Document title | TGB Project Information Document (TGB Token Private Sale) |
| Project name | TGB Digital Capital |
| Instrument | TGB token (BEP-20); not company shares |
| Blockchain | BNB Smart Chain (Chain ID 56) |
| Issuer | Total Group Berhad (legal entity) and the Founder & Chairman of Total Group |
| Document version | v2.0 (October 2026) |
| Companion document | TGB Whitepaper v2.0 |
| Version | Summary |
|---|---|
| v1.2 | Token private sale disclosure draft: status and purpose, transaction summary, corporate identity, 30% of NTA asset backing, business model, instrument rights, private sale terms checklist, use of proceeds, settlement and custody, financial information, risks, development plan, regulatory considerations and evidence record. |
| v2.0 | Restructured along the lines of a formal offering document: adds a corporate directory, definitions, summary, private sale details and subscription procedure, issuer and management, categorised risk factors, related-party transactions and conflicts of interest, additional information and forward-looking statements; terminology and token data aligned with the TGB Whitepaper v2.0. |
Corporate Directory
| Item | Details |
|---|---|
| Issuer | Total Group Berhad (legal entity) |
| Co-issuer | The Founder & Chairman of Total Group |
| Group headquarters | Penang, Malaysia |
| Project promoter | David Khoo (background in accounting, corporate finance and cross-border advisory) |
| Token name / symbol | TGB Digital Capital / TGB |
| Blockchain network | BNB Smart Chain (Chain ID 56) |
| Token contract address | 0x06D4C920f71c213773D5680F102E9aE2b797fe13 |
| Wallet access | Binance Wallet (preferred access point, subject to availability and compatibility) |
| Professional advisers | Legal, accounting, technical and other advisers are appointed by the issuer as required for the private sale and each pillar |
Definitions
Unless the context requires otherwise, the following terms have the meanings set out below:
| Term | Meaning |
|---|---|
| Issuer | Total Group Berhad (legal entity) and the Founder & Chairman of Total Group |
| Group | Total Group Berhad and its related companies |
| TGB / Token | The TGB Digital Capital token, a blockchain token and service payment medium on BNB Smart Chain; not company equity |
| Private sale | Allocation of TGB tokens to eligible participants on eligibility and transaction terms; not a share offering |
| Participant | A person admitted by the issuer to the private sale who has signed a subscription agreement |
| Subscription agreement | The legally binding agreement between the issuer and a participant for the private sale |
| Asset backing | The company-approved, in-progress arrangement covering 30% of group net tangible assets (NTA); its legal effect depends on executed documents |
| RWA | Real-world assets; digital records must correspond to identifiable underlying assets and legal rights |
| Ecosystem pool | A funding and accounting pool for permitted asset operations and business development, separate from market trading liquidity |
| Settlement proceeds | Amounts actually received after service payment or conversion; costs and allocations are recorded separately |
| Burn | Permanent removal of tokens from usable supply; not part of the TGB service payment mechanism |
| Stablecoin basket | A future, separate reserve design referencing specified ASEAN member-state currencies |
| KYC / AML | Know-your-customer identity verification / anti-money-laundering and counter-terrorism-financing screening |
| SC | Securities Commission Malaysia |
01 — Summary
This summary highlights key information only and does not contain everything a participant should consider. Participants should read the entire document, in particular Chapter 10, "Risk Factors".
1.1 Key Private Sale Information
| Item | Details |
|---|---|
| Instrument | TGB token; no issue of new shares or sale of existing shares in Total Group Berhad |
| Total supply | 10,000,000,000 TGB |
| Offering form | Token private sale to eligible participants only |
| Governing terms | Quantity, price, subscription currency, allocation, lock-up and delivery are governed by the subscription agreement |
| Participation requirements | Completion of KYC/AML screening and compliance with the laws of the participant's jurisdiction |
| Proceeds | Used for ecosystem development and accounted for separately from group assets, rental income and service settlement proceeds |
1.2 Background and Principal Activities
TGB Digital Capital plans to build an ecosystem connecting a group asset base, income-producing property, enterprise software and business development. Its five pillars are: Total Group Berhad asset backing, real estate RWA, accountant-led AI Accounting, TAS Global AI Marketing, and enterprise incubation and asset digitisation. The economic purpose is to combine identifiable asset operations, practical business services and controlled capital deployment.
1.3 Key Features
- Group asset base: an arrangement covering 30% of Total Group Berhad's net tangible assets (NTA) has been approved by the company and is being implemented.
- Real utility: TGB is the payment medium for AI Accounting and TAS services, with settlement proceeds flowing back to the ecosystem pool.
- Professional foundation: AI Accounting is designed around accounting expertise, with material judgements subject to professional review.
- Segregated accounting: subscription monies, group assets, service revenue and incubation funds are kept in separate accounts traceable to transaction records.
- Disciplined disclosure: completed and planned matters are described separately, and material changes are published as new document versions.
1.4 Future Plans
The development sequence is: complete the asset backing structure and property records; develop AI Accounting and TAS settled in TGB; establish a disciplined incubation mechanism; then explore on-chain and cross-border payments and research a separate stablecoin referencing a basket of ASEAN member-state currencies. See Chapter 12.
1.5 Summary of Key Risks
Key risks include: the asset backing may not take legal effect on the expected terms; the commercial results of property income, AI Accounting and TAS are uncertain; the token's market price may be highly volatile or illiquid; technical incidents may affect contracts, keys and systems; and the private sale and token-related activities are subject to different regulatory requirements across jurisdictions. See Chapter 10.
1.6 Status Overview
| Component | Current status |
|---|---|
| TGB token | Deployed on BNB Smart Chain; contract address published |
| Group asset backing (30% of NTA) | Approved by the company; implementation in progress |
| Real estate RWA | First operating priority |
| AI Accounting | Product design stage |
| TAS Global AI Marketing | Planned |
| Enterprise incubation and asset digitisation | Planned |
| On-chain and cross-border payments; ASEAN currency-basket stablecoin | Later-stage research |
02 — Private Sale Details
2.1 Token Specification
| Item | Details |
|---|---|
| Name | TGB Digital Capital |
| Symbol | TGB |
| Blockchain | BNB Smart Chain (Chain ID 56) |
| Token standard | BEP-20 |
| Contract address | 0x06D4C920f71c213773D5680F102E9aE2b797fe13 |
| Decimals | 18 |
| Total supply | 10,000,000,000 TGB |
The project website provides a BscScan block-explorer link so participants can verify contract details themselves. Contract details identify the token; they do not independently prove asset backing or the security of administrative permissions.
2.2 Private Sale Structure
This funding takes the form of a TGB token private sale. The project has clarified that the earlier phrase "early shareholder allotment" refers to the token private sale; participants receive TGB tokens, not shares or any other equity in Total Group Berhad.
The private sale is offered only to vetted, eligible participants. The subscription agreement will state exactly what participants receive, including the token quantity, delivery method, transfer restrictions, any service entitlements and expressly granted contractual rights, together with the following:
- Size and price: token quantity, subscription currency, pricing basis, and minimum and maximum subscription amounts.
- Eligibility: eligible jurisdictions, participant categories, identity verification, sanctions screening and suitability procedures.
- Allocation and delivery: allocation policy, treatment of over-subscription, wallet verification, delivery timing and lock-up arrangements.
- Completion and refunds: completion conditions, escrow of funds before completion, cancellation, refunds and handling of failed delivery.
- Fees and intermediaries: placement fees, professional fees, commissions and any intermediary arrangements, and related conflicts of interest.
2.3 Supply, Allocation and Circulation
The total supply of TGB is 10,000,000,000 tokens, allocated according to ecosystem development needs. Uses may include the token private sale, the ecosystem pool, operations and development, liquidity and long-term reserves. Allocation and release follow these principles: allocations tied to long-term contribution are subject to lock-up and staged release; the release pace is aligned with the actual operating progress of each pillar; and the method for calculating circulating supply is disclosed, distinguishing "unlocked" from "actually circulating".
Any change to supply, administrative permissions or token rights requires an established amendment procedure and will be published as a new document version.
2.4 Relationship Between Documents
The private sale involves several documents: the subscription agreement, the token contract, service terms and the asset backing legal documents. Their relationship and order of precedence in case of conflict will be set out in the subscription agreement. This document and the TGB Whitepaper are explanatory; transaction terms are governed by the executed subscription agreement.
03 — Issuer, Promoter and Management
3.1 Issuer
TGB is issued jointly by Total Group Berhad (legal entity) and the Founder & Chairman of Total Group. Total Group Berhad is a business group headquartered in Penang, Malaysia; the group's Founder & Chairman is responsible for the overall direction and material decisions of the TGB ecosystem.
3.2 Project Promoter
Existing project materials identify David Khoo as the project promoter, with a background in accounting, corporate finance and cross-border advisory. Professional background does not in itself constitute an assurance opinion on the project.
3.3 Roles and Responsibilities
The ecosystem involves several roles: token issuance, private sale contracting, service operation, ecosystem pool management and asset holding. These roles are coordinated by the issuer and assigned to designated entities within the group; the entity responsible for each role will be named in the relevant agreements. Roles may be held by the same entity or by different entities, but their legal responsibilities are defined separately. The location of assets or the law governing them does not automatically determine the law governing the token private sale or software services.
3.4 Management Structure
Project execution draws on the group's management and the professional teams of its business units, covering asset and property management, accounting and finance, marketing and technology development. External professional advisers are engaged for each pillar as needed. Related-party transactions and conflicts of interest are handled under the procedures in Chapter 11.
04 — Group Asset Backing Arrangement
The arrangement covering 30% of Total Group Berhad's net tangible assets (NTA) has been approved by the company and is in progress. This status does not in itself mean that assets have been transferred, charged or placed in trust, nor that token holders have direct recourse.
4.1 Measurement Basis
The reference is 30% of net tangible assets (NTA), measured for a defined entity or consolidated group, accounting basis, measurement date and currency, with any independent valuation adjustments disclosed. This reference does not represent cash available for immediate realisation. The designated assets and the reconciliation of their value to 30% of NTA will be published once the arrangement is completed.
4.2 Legal Structure
The legal structure will address asset owners, beneficiaries, ranking, existing encumbrances, disposal restrictions, release conditions, maintenance obligations and enforcement. Transfer, security, trust and contractual support have different legal effects; the structure ultimately adopted is determined by the executed legal documents. Where a guarantee is given, the guarantor, covered obligations, cap, term and conditions will be stated.
4.3 Reconciliation with the RWA Pillar
The real estate pillar may overlap with the backing asset list; the two are cross-referenced to avoid double-counting. Any material reduction or substitution of backing assets will trigger an updated backing statement. The arrangement does not constitute a perfected security interest, guaranteed principal, redemption reserve or token price floor.
05 — Business Overview
5.1 The Five Pillars
| Pillar | Description | Operating focus |
|---|---|---|
| Group asset backing | Backing arrangement covering 30% of Total Group Berhad's net tangible assets (NTA) | Completion of legal documents and asset details |
| Real estate RWA | Links digital records to real property, contracts and operating evidence | First operating priority; property-level records |
| AI Accounting | AI services designed around accounting expertise, paid in TGB | Material judgements subject to professional review |
| TAS Global AI Marketing | Global AI marketing model, paid in TGB | Delivery quality validated through pilots |
| Enterprise incubation and asset digitisation | Uses the ecosystem pool under selection and funding controls | Milestone-based, staged deployment |
5.2 Real Estate RWA
Each property must have identifiable title, ownership, valuation, debt, leases, rent collected and a reconciliation from gross income to net cash flow. The cash-flow waterfall is: collect rent, reconcile receipts, pay property obligations, retain operating reserves, then determine the amount transferable to the ecosystem pool. Property-level operating data will be disclosed in periodic reports as RWA records are established.
5.3 AI Accounting and TAS
Candidate AI Accounting functions include document capture, transaction classification, reconciliation assistance, management reporting and workflow support; the TAS service workflow covers campaign planning, content assistance, audience analysis and performance reporting. Commercial readiness for both is demonstrated by product scope, pilot results, customer contracts, pricing, costs and delivery evidence, not inferred from the roadmap.
5.4 Enterprise Incubation and Asset Digitisation
Each incubation commitment must define the instrument, valuation basis, rights, maximum exposure, milestones and exit or recovery method. Projects that use TGB do not automatically receive funding or guarantees.
5.5 Segment Records
The five pillars are connected but differ in risk and accounting treatment. Property values, software revenue, token trading volume and incubation valuations cannot simply be added together as "backing value"; each pillar keeps segment records, with intra-group transactions eliminated, to produce meaningful reports.
06 — Token Rights and Economic Characteristics
The TGB token private sale is not a rights issue or private placement of Total Group Berhad shares. Unless expressly granted by a valid legal document, holding TGB confers no company voting, dividend, liquidation distribution, property title, security enforcement or redemption rights.
The private sale offers no fixed return, profit distribution, redemption price or capital protection, and no exchange listing is promised. Neither the service payment use nor the asset backing arrangement makes the token a share, a deposit or a stable-value instrument.
Participants face market volatility, liquidity constraints, execution risk and possible loss of the value contributed. TGB is not the planned future stablecoin; contract addresses, wallet balances and trading quotes should not be treated as evidence of legal rights to assets.
07 — Use of Proceeds
Private sale proceeds will be used to build out the ecosystem in the following principal categories:
| Category | Description |
|---|---|
| Asset documentation and property-related investment | Completion of asset backing legal documents, property records and related systems |
| AI Accounting development | Product development, pilots and professional review mechanisms |
| TAS development and delivery | Service scope definition, pilots and delivery capacity |
| Incubation commitments | Approved, milestone-based incubation projects |
| Security and infrastructure | Contract and system security, custody and signing controls |
| Working capital and professional fees | Legal, accounting, compliance and day-to-day operations |
Specific amounts, proportions and disbursement timing for each category are approved by the issuer under the governance policy and fall within the reporting scope described in Chapter 09. Any trading liquidity arrangement is disclosed separately and not combined with physical asset or business operating pools.
Subscription monies are accounted for separately from the group asset backing, rental income, service settlement proceeds and investment returns. The group asset percentage is not cash raised in the token private sale, and service revenue is available for deployment only after costs, obligations and reserves. Where funds flow to operators, asset owners, related parties or intermediaries, the basis and controls will be disclosed. Any change in use requires approval and is reported.
08 — Service Settlement, Treasury Management and Custody
8.1 Service Settlement
After customers pay for AI Accounting and TAS in TGB, the related converted proceeds replenish the ecosystem pool. The treatment of TGB received, conversion method, reference exchange rate, currency, timing, costs and allocation ratios are set by the treasury management policy; the mechanism is not an automatic burn.
Payment records link the customer, service quotation, token transaction, delivery and settlement entries. Reconciliation distinguishes gross token receipts, conversion proceeds, retained tokens, fees, refunds and amounts actually transferred to the pool. Project entities may not create revenue through repeated internal transfers.
8.2 Custody and Controls
Before accepting funds, the issuer defines custody and control arrangements, including account or wallet holders, signatories, access recovery, approval thresholds, reconciliation, independent oversight and incident handling. Controls such as segregated approvals and multi-signature arrangements will be implemented progressively.
8.3 Wallet Access
Binance Wallet is the preferred access point; it is not a trustee or guarantor of TGB. Binance Exchange is a separate service whose availability and promotion depend on local rules. This document does not claim any partnership with Binance, any exchange listing, or that TGB or Binance holds Malaysian regulatory approval. Using a wallet does not remove token, issuer, property or counterparty risk.
09 — Financial Information and Reporting
The TGB ecosystem is at an early stage of development and does not yet have a separately presentable operating history. This document does not include audited financial statements, a pro forma balance sheet or profit forecasts for TGB. Financial information will be prepared and published under the following framework:
| Information | Content |
|---|---|
| Responsible entity financials | Historical statements, preparation date and basis, audit or review status, material liabilities, commitments, related-party balances, cash flows and material subsequent events |
| Asset backing reconciliation | Reconciliation of group net tangible assets (NTA) with the backing details corresponding to 30% of NTA |
| Property information | Valuations and cash income shown separately, with debt and encumbrances explained |
| Service information | Orders, invoiced revenue, cash collected and amounts allocated to the pool |
| Token balances | Presented under a valuation policy that considers realisable value and liquidity; not treated as cash |
Any pro forma statements must identify assumed transactions, measurement dates, adjustments and limitations. If forecasts are provided in future, their assumptions, sensitivities and responsible persons will be stated and they will be clearly distinguished from audited information. Reports will be published periodically through official channels.
10 — Risk Factors
Before deciding to participate in the private sale, participants should carefully consider the following risks together with the other information in this document. The list is not exhaustive, and the risks may interact with one another.
10.1 Risks Relating to the Business and Operations
| Risk | Description |
|---|---|
| Asset backing risk | The asset backing may not take legal effect on the expected terms; designated assets may be encumbered, hard to realise or worth less than expected. Unless the final documents grant it, token holders may have no direct enforcement route. |
| Property income risk | Vacancy, tenant default, repairs, financing costs or market changes may reduce property income. |
| Product and service risk | AI Accounting and TAS face product development, market adoption, competition, professional liability, intellectual property and data security risks; AI errors may cause losses or costly corrections, and marketing campaigns may not generate revenue. |
| Incubation risk | Incubated projects may fail, require additional funding or remain illiquid for long periods. |
| Execution risk | The five-pillar strategy increases delivery complexity and may concentrate resources in complex activities and related parties; planned controls take time to implement. |
| Compounding effects | Weaker service demand may reduce fund inflows while property costs or incubation commitments rise. |
10.2 Risks Relating to Technology, Industry and Regulation
| Risk | Description |
|---|---|
| Technology risk | Contract defects, administrative permissions, key theft, system outages or third-party failures may cause losses; no security review can guarantee the absence of vulnerabilities. |
| Third-party dependency | Availability of wallet access points, the blockchain network, AI model providers and conversion channels is outside the issuer's control. |
| Regulatory risk | The private sale, token rights, asset arrangements, software services and payments are subject to different requirements across jurisdictions; changes in law or regulation may require modification, suspension or termination of certain functions or the private sale. |
| Stablecoin risk | A future stablecoin would carry additional FX, reserve, custody, redemption and de-pegging risks. |
10.3 Risks Relating to the Token and the Private Sale
| Risk | Description |
|---|---|
| Market and liquidity | The token market may be highly volatile or thinly traded, and participants may be unable to sell at the desired price or time; settlement conversions may affect price and realisable proceeds. |
| No guaranteed return | TGB carries no dividend, profit distribution, capital protection or redemption; the token price is not guaranteed to track group asset values or future income. |
| Supply and concentration | Token releases or sales by large holders may affect market price. |
| Issuer influence | The issuer has significant influence over ecosystem direction and material decisions, and its interests may not in every case align with those of each holder. |
| Suspension or delay of the private sale | If completion conditions are not met, regulatory requirements change or other material events occur, the private sale may be suspended or delayed; funds will be handled under the subscription agreement. |
| Fraud and impersonation | Third parties may impersonate the project with fake contracts, websites or payment addresses; the issuer will never ask for seed phrases or recovery information. |
The controls described in this document do not guarantee capital protection, liquidity, project completion or returns. Participation decisions should be based on the latest information and complete terms, not on the visual presentation of any website.
11 — Related-Party Transactions and Conflicts of Interest
Group assets, property leases, service contracts, loans and incubation allocations may involve related parties. All related-party transactions will disclose the relationship, pricing basis, approval process and conflict handling, and will be conducted at arm's length on normal commercial terms no more favourable than those available to third parties.
Statements about group assets must be reconciled with the actual legal owners and asset restrictions. Persons with a conflict of interest must declare it and abstain from the related decision; related incubation projects require appropriate independent approval. Material related-party transactions will be included in periodic reports.
12 — Development Plan and Payments Research
| Phase | Key work | Condition to advance |
|---|---|---|
| Phase 1: Asset readiness | Complete the asset backing structure and property-level records | Title, valuation, liabilities and legal commitments established |
| Phase 2: Service readiness | Develop AI Accounting and TAS settled in TGB | Products defined, delivery validated, settlement reconcilable |
| Phase 3: Incubation readiness | Establish a disciplined incubation mechanism | Criteria, funding limits, conflict controls and monitoring adopted |
| Phase 4: Payments readiness | Explore on-chain and cross-border payments | Operating model, infrastructure and applicable permissions in place |
This is a readiness sequence and does not guarantee dates or outcomes. If implementation costs, regulation, product demand or the asset arrangement differ materially from assumptions, the issuer will revisit the strategy; any expansion must state whether it changes token rights, capital requirements or risk.
The ASEAN currency-basket stablecoin is a separate planning concept. Basket composition and weights, reserve investment rules, issuer, custodian, peg, redemption, audit and regulatory arrangements remain to be designed. Neither TGB nor this document represents an official ASEAN currency or government support.
13 — Regulation and Distribution
The Securities Commission Malaysia (SC) has published frameworks for digital asset issuance, trading and custody, including the Guidelines on Digital Assets as revised on 19 August 2024. The applicable regulatory pathway depends on the actual instrument, issuer, rights and distribution method. Before the private sale, the issuer seeks professional advice for the relevant jurisdictions and proceeds in accordance with applicable requirements.
The legal treatment of the private sale must take into account the target jurisdictions, participant eligibility, marketing, identity verification, sanctions, custody, asset-related rights, and any payment or stablecoin activity. The TGB private sale is not offered in jurisdictions, or to persons, where participation is prohibited or restricted by law.
Binance Wallet and Binance Exchange must be understood separately. The SC's published list of exchange operators and its 2021 enforcement announcement regarding Binance relate to Binance's use and promotion in Malaysia. TGB does not claim Binance as a Malaysia-licensed exchange partner, and this document does not create any exchange promotion or subscription channel.
14 — Additional Information
14.1 Material Contracts
Material contracts relating to the private sale and asset backing, including the subscription agreement and asset backing legal documents, will be made available for inspection by eligible participants under appropriate confidentiality arrangements.
14.2 Documents Available for Inspection
- TGB Whitepaper v2.0
- This TGB Project Information Document v2.0
- Subscription agreement (provided to eligible participants)
- TGB token contract (publicly viewable on BscScan)
14.3 Responsibility Statement
The issuer has reviewed this document and accepts responsibility for the accuracy of the information it contains. To the best of the issuer's knowledge, the information in this document is accurate in all material respects and there are no omitted facts that would make this document misleading.
14.4 Document Updates
This document is updated as progress is recorded. Material changes to the asset arrangement, token rights, settlement policy or reserve concepts will be published as a dated new version recorded in the version history. This document will not fabricate financial figures or legal commitments for the sake of completeness.
15 — Summary of Subscription Procedure
| Step | Description |
|---|---|
| 1. Expression of interest | Prospective participants register interest through the issuer's official channels. |
| 2. Eligibility review | The issuer reviews eligibility, jurisdiction and participant category. |
| 3. KYC / AML | Participants complete identity verification, sanctions screening and suitability procedures. |
| 4. Agreement | The issuer and the participant sign the subscription agreement. |
| 5. Payment | Participants pay by the method and to the account specified in the subscription agreement. |
| 6. Allocation | If over-subscribed, the issuer allocates on a fair basis; unallocated monies are refunded under the subscription agreement. |
| 7. Delivery | Tokens are delivered to the verified wallet address, subject to the lock-up and release terms of the subscription agreement. |
This document contains no payment address, application form or purchase instructions, and the official website does not accept subscriptions or payments through this document. Public availability of project information does not mean the offering has been registered. Enquiries should be directed to the issuer through its official channels.
16 — Forward-Looking Statements
Statements in this document other than statements of historical fact, including those concerning business development, asset arrangements, product plans, financial performance, use of proceeds and the industry environment, and those using words such as "plan", "intend", "expect", "target", "may" and "will", are forward-looking statements. They are based on the issuer's current intentions and assumptions and are subject to known and unknown risks, uncertainties and other factors beyond the issuer's control; actual results may differ materially. The issuer gives no assurance that forward-looking statements will be realised, and participants should not place undue reliance on them.