据悉，要约人由郑能欢先生控制，且分别由郑能欢先生及其配偶唐菊娣女士直接实益持有70%及30%权 益。郑能欢先生为要约人的唯一董事。 根据收购守则规则26.1及规则13.1，要约人须作出强制性无条件现金要约，以收购所有已发行股份及尚 未行使可换股票据(要约人及╱或其一致行动人士已拥有及╱或同意收购者除外)。该等要约将由结好证 券代表要约人遵照收购守则按以下基准作出：每股要约股份0.066港元，较最后交易日于联交所所报收 市价每股0.116港元折让约43.1%;可换股票据要约的价值约为1237.5万港元。 RAFFLESINTERIOR(01376)及要约人瀚辰控股有限公司联合公布，要约人已于2025年7月29日向终极环 球企业有限公司完成收购公司5.1亿股股份，占公司于本联合公告日期的全部已发行股本的51.00%，代 价为3360万港元，相当于每股待售股份约0.066港元。 此外，公司已向联交所申请于2025年8月8日上午九时正起恢复股份于联交所买卖。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本聯合公告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不對因本聯合公告全部或任何部份內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 本聯合公告僅供參考，並不構成收購、購買或認購Raffles Interior Limited證券的邀請或要約，亦非於任何司法 權區招攬任何接納、投票或批准。 Raffles Interior Limited HAN VISION HOLDINGS LIMITED 瀚辰控股有限公司 （ 於開曼群島註冊成立的有限公司） （股份代號：1376） – 1 – （ 於香港註冊成立的有限公司） 聯合公告 (1)收購RAFFLES INTERIOR LIMITED的股份； (2)結好證券有限公司代表瀚辰控股有限公司 就收購RAFFLES INTERIOR LIMITED的 所有已發行股份及 尚未行使可換股票據 （瀚辰控股有限公司及╱或 其一致行動人士已擁有及╱或同意收購者除外）作出的 強制性無條件現金要約； 及 (3)恢復買賣 要約人的財務顧問及要約代理 買賣協議 本 公 司 獲 賣 方 告 知 ， 於 20 ...

FF301 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01376 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 第 1 頁 共 10 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: ...

Group 1 - The stock of RAFFLESINTERIOR (01376) was transferred from Emperor Securities Hong Kong to Jietao Securities on July 29, with a market value of HKD 59.16 million, accounting for 51% of the shares [1] - RAFFLESINTERIOR announced that its shares will be temporarily suspended from trading starting at 9:00 AM on July 25, 2025 [1]

Group 1 - The Wuhan Second Factory is not undergoing a separate IPO but is being acquired by a Hong Kong-listed company, Raffles Interior Limited, which is a Singapore-based interior decoration service provider [2][3] - Raffles Interior Limited announced on October 18, 2023, that it received approval from the Hong Kong Stock Exchange for the acquisition and share conversion related to the Wuhan Second Factory [2] - The fair value of the 51% equity stake in the target company, which includes the Wuhan Second Factory's business, is estimated at HKD 26.1 million [3] Group 2 - The Wuhan Second Factory has launched several new soda flavors in 2023, including orange, pineapple, banana, cherry, strawberry, and blueberry, targeting the mid-to-high-end market [3] - The company aims to leverage international capital support and improve management standards following the acquisition, with a focus on expanding its products into international markets [3] - A listing celebration for the Wuhan Second Factory was held on October 19, 2023, marking its official listing [4]

Financial Performance - For the fiscal year ending December 31, 2024, the company's revenue decreased by approximately 48.3% to SGD 47.1 million from SGD 91.2 million in the previous year[13]. - The gross profit for the same period was approximately SGD 12.6 million, an increase of about 9.5% from SGD 11.5 million in 2023, resulting in a gross margin of 26.7%[18]. - The company reported a net profit of SGD 599,000 for the fiscal year ending December 31, 2024, down from SGD 1.4 million in 2023[13]. - The sales cost decreased by approximately 56.7% to SGD 34.5 million from SGD 79.7 million in the previous year, aligning with the revenue decline[17]. - Other income remained stable at approximately SGD 0.1 million for both fiscal years 2024 and 2023[19]. - Other losses increased by approximately SGD 0.8 million for the year ended December 31, 2024, compared to SGD 20,000 for the year ended December 31, 2023, primarily due to increased foreign exchange losses of SGD 0.2 million and fair value losses related to convertible bonds of SGD 0.3 million[20]. - The group's impairment loss reversal for the year ended December 31, 2024, was approximately SGD 0.6 million, compared to SGD 0.4 million for the year ended December 31, 2023, attributed to a significant decrease in trade receivables and contract assets[21]. - Administrative expenses for the year ended December 31, 2024, were approximately SGD 11.0 million, up from SGD 9.6 million for the year ended December 31, 2023, mainly due to an increase in employee costs of approximately SGD 1.6 million[22]. - Financing costs for the year ended December 31, 2024, were approximately SGD 634,000, compared to SGD 176,000 in 2023, with estimated interest on convertible bonds recognized at approximately SGD 517,000[23]. - Tax expenses for the year ended December 31, 2024, were approximately SGD 0.4 million, compared to SGD 2,000 in 2023, primarily due to the full utilization of unrecognized losses carried forward from the COVID-19 pandemic[24]. - The net profit attributable to the owners decreased from approximately SGD 1.4 million for the year ended December 31, 2023, to approximately SGD 0.6 million for the year ended December 31, 2024, a reduction of approximately SGD 0.8 million[25]. - As of December 31, 2024, the group had total cash and bank balances of approximately SGD 15.8 million, down from approximately SGD 17.0 million as of December 31, 2023, with bank borrowings of approximately SGD 0.6 million compared to SGD 1.6 million in 2023[27]. - The group's debt-to-equity ratio as of December 31, 2024, was 135.5%, significantly up from 16.2% in 2023[31]. Business Operations - The company has 19 ongoing projects with a theoretical contract value of approximately SGD 27.0 million, of which about SGD 5.0 million has been recognized as revenue by December 31, 2024[12]. - The company is well-positioned to capture new business opportunities as the Singapore construction industry recovers[9]. - The company has no significant changes in its main business operations as of December 31, 2024, which primarily involves providing interior decoration services through its subsidiary Ngai Chin Construction Pte Ltd[132]. - The company has established stable business relationships with major clients, including professional consultants and multinational corporations, enhancing market visibility[168]. - The company maintains a list of approved suppliers and subcontractors, continuously evaluating their performance based on various factors such as pricing and quality[169]. Corporate Governance - The company has a strong focus on corporate governance and has been involved in numerous regulatory applications and operations for leading financial institutions[51]. - The company has established a corporate governance framework based on the principles and regulations outlined in the Corporate Governance Code, ensuring compliance throughout the fiscal year ending December 31, 2024[61]. - The board of directors has maintained a balanced composition, including both executive and independent non-executive directors, to ensure robust independent judgment[66]. - All directors have completed an independent assessment of their independence, with satisfactory results reported for the fiscal year ending December 31, 2024[73]. - The board held regular meetings, with attendance records showing that all directors participated actively, with the highest attendance being 7 out of 7 meetings[70]. - The company has committed to high standards of corporate governance, aiming to protect shareholder interests and enhance corporate value[60]. - The company has implemented a mechanism for evaluating board independence, which includes annual reviews and action plans for improvement[72]. - The company has adhered to the Corporate Governance Code's requirement of having at least three independent non-executive directors, ensuring compliance with listing rules[71]. - The board is responsible for leading and monitoring the company, guiding management, and ensuring effective internal controls and risk management systems are in place[76]. - The company has established a code of conduct for securities trading by directors and related persons, confirming compliance throughout the fiscal year[64]. - The company aims to provide satisfactory and sustainable returns to shareholders while maintaining high ethical business standards[63]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with clearly defined powers and responsibilities[86]. - The Audit Committee consists of three independent non-executive directors, ensuring compliance with listing rules regarding financial management expertise[83]. - The company provides appropriate insurance coverage for directors and senior management against legal actions arising from corporate activities[84]. - The training records for directors indicate that all participated in reading relevant materials, ensuring they remain informed about regulatory developments[81]. - The company maintains a commitment to board diversity, with the Nomination Committee discussing measurable targets to achieve this goal[89]. - The company has adopted a board diversity policy aimed at enhancing corporate governance and board effectiveness, considering factors such as gender, age, and professional qualifications[91]. - The company aims to achieve a target of at least 20% female representation on the board and at least 50% in senior management within two years[93]. - Current gender representation shows 0% female on the board, 33.33% in senior management, and 12.23% across all employees[95]. - The nomination committee reviews the board diversity policy annually to ensure its effectiveness[92]. Risk Management and Compliance - The company has established a risk management and internal control system to manage operational and financial risks, with the board responsible for its effectiveness[101]. - The risk management policy includes procedures for identifying, assessing, and managing key business risks, with quarterly evaluations conducted by departments[103]. - The company has implemented a whistleblowing policy to allow employees to confidentially report concerns regarding financial reporting and internal controls[104]. - An anti-corruption policy has been established to prevent bribery within the company, with internal reporting channels available for employees[105]. - The company has engaged Baker Tilly Consultancy (Singapore) Pte. Ltd. for internal audit functions, which reviewed the effectiveness of the risk management and internal control systems for the year ending December 31, 2024[106]. - The board believes that the existing internal control policies are adequate, effective, and sufficient, despite some isolated incidents leading to audit reservations[107]. - The company has not identified any significant risks or internal control deficiencies since 2019, indicating that the issues leading to audit reservations were isolated events[109]. - The company secretary has undergone at least 15 hours of relevant professional training as required by the listing rules for the year ending December 31, 2024[116]. Shareholder Engagement - The company has established multiple communication channels to engage with shareholders and ensure their rights are protected during general meetings[117]. - Shareholders holding at least 10% of the paid-up capital can request the board to convene a special general meeting within two months of their request[118]. - The company has a structured process for shareholders to submit proposals for consideration at general meetings, requiring written submission at least 15 business days prior to the meeting[119]. - The board of directors has reviewed the implementation of the shareholder communication policy and believes it has been effectively implemented[127]. Sustainability and ESG - The company has established an environmental, social, and governance (ESG) working group to identify and manage ESG risks and report performance to the board[193]. - The company is committed to reducing its carbon footprint and minimizing waste generated from projects as part of its sustainability efforts[188]. - The group identified 16 key environmental, social, and governance (ESG) issues for the fiscal year 2024, with no changes from the previous year[196]. - The group maintains consistent data collection and disclosure methods for ESG reporting, ensuring comparability across reporting periods[199]. - Stakeholder engagement activities throughout the fiscal year included formal and informal communication, emphasizing the importance of transparency[200]. - Key concerns from stakeholders include fair employment practices, workplace safety, and sustainable profitability for shareholders[200]. - The group aims to establish strong, long-term relationships with stakeholders by understanding their expectations and concerns[200]. - The group has implemented employee training programs and feedback platforms to address employee concerns regarding compensation and job security[200]. - The group emphasizes compliance with legal regulations, including those set by the Hong Kong Stock Exchange[200]. - The group focuses on maintaining a safe working environment and fair treatment of suppliers and subcontractors[200]. - The group aims to contribute to the community through volunteer services and charitable activities[200].

Financial Performance - For the fiscal year ending December 31, 2024, Raffles Interior Limited reported total revenue of SGD 47,120,000, a decrease of 48.3% compared to SGD 91,181,000 in 2023[3] - The cost of sales for the same period was SGD 34,532,000, down 56.6% from SGD 79,686,000 in the previous year, resulting in a gross profit of SGD 12,588,000, an increase of 9.5% from SGD 11,495,000[3] - The operating profit for the year was SGD 1,444,000, slightly down by 4.5% from SGD 1,512,000 in 2023[3] - The net profit from continuing operations was SGD 599,000, a decline of 57.4% compared to SGD 1,403,000 in the prior year[3] - The total comprehensive loss for the year was SGD 4,537,000, compared to a comprehensive income of SGD 1,388,000 in 2023[4] - The company reported a basic loss per share of SGD (0.42) for the year, compared to earnings of SGD 0.14 per share in 2023[4] - The net profit attributable to the company's owners decreased to approximately SGD 0.6 million for the year ended December 31, 2024, down from approximately SGD 1.4 million in 2023[69] - Basic and diluted loss per share from continuing operations was SGD 599 for 2024, down from a profit of SGD 1,403 in 2023[35] - The basic and diluted loss per share from continuing and discontinued operations for 2024 is (SGD 4,154,000) compared to a profit of SGD 1,403,000 in 2023[36] Assets and Liabilities - Total assets decreased to SGD 38,636,000 in 2024 from SGD 44,223,000 in 2023, reflecting a decline of 12.6%[5] - Total equity fell to SGD 8,218,000 in 2024, down from SGD 12,361,000 in 2023, representing a decrease of 33.2%[5] - Trade receivables decreased to SGD 3,380,000 in 2024 from SGD 4,111,000 in 2023, with a net trade receivables amount of SGD 3,350,000 after expected credit loss provisions[40] - The total amount of trade and other receivables is SGD 4,534,000 in 2024, down from SGD 5,180,000 in 2023[40] - Trade payables decreased to SGD 4,370,000 in 2024 from SGD 6,662,000 in 2023[54] - Accrued project costs were SGD 9,436,000 in 2024, down from SGD 18,742,000 in 2023[54] - The maximum credit risk as of the reporting date for trade receivables is SGD 608,000, down from SGD 1,662,000 in 2023[45] - The provision for expected credit losses in 2024 was SGD 55,000, a decrease from SGD 172,000 in 2023, primarily due to a reduction in the total value of trade receivables[45] Revenue Sources and Customer Concentration - The group reported revenue from continuing operations of SGD 47,120 thousand for the year ended December 31, 2024, a decrease from SGD 91,181 thousand in 2023[19] - Revenue from Singapore for the year ended December 31, 2024, was SGD 47,120, a decrease of 48.5% from SGD 91,181 in 2023[24] - The group's largest customer and top five customers accounted for approximately 22.1% and 64.0% of total revenue from continuing operations for the year ended December 31, 2024, compared to 33.2% and 69.3% in 2023[25] - Revenue from customers contributing over 10% to total revenue included Customer A at SGD 10,395 and Customer B at SGD 7,476, totaling SGD 25,272 for 2024, down from SGD 40,486 in 2023[26] Operational Changes and Strategic Decisions - The company has plans for market expansion and new product development, although specific details were not disclosed in the earnings report[3] - The group has expanded its operations to include the sale and distribution of soft drink products in China, but has since terminated this segment after selling its entire stake in China Soft Drinks Limited[22] - The company completed the sale of its entire stake in China Soft Drinks Limited for a nominal value of HKD 1, marking a strategic exit from the soft drink sector[31] - The company agreed to acquire 51% of Wuhan Erchang Soft Drink Co., Ltd. for HKD 25,500,000, to be settled through the issuance of convertible notes[76] - The acquisition was completed on January 5, 2024, resulting in the issuance of 187,500,000 new shares at a conversion price of HKD 0.136 per share[76] Compliance and Governance - The company has complied with the corporate governance code throughout the year ended December 31, 2024[100] - The independent auditor expressed a qualified opinion regarding the financial statements due to limitations in scope related to the performance and cash flows of the sold group[85] - The independent auditor has issued a qualified opinion on the consolidated financial statements for the year ended December 31, 2024, indicating potential issues with the financial data related to the sale of the subsidiary[94] Future Outlook and Market Conditions - The construction demand in Singapore is projected to reach SGD 47 billion to SGD 53 billion by 2025, an increase of 6.3% to 19.9% compared to 2024, driven by major projects like Changi Airport Terminal 5 and Marina Bay Sands expansion[58] - The group anticipates that the application of new IFRS will not have a significant impact on the consolidated financial statements for the foreseeable future[15] Shareholder Information - The annual general meeting for shareholders will be held on May 23, 2025[102] - The company will suspend share transfer registration from May 20, 2025, to May 23, 2025, to determine voting rights at the annual general meeting[103] - The annual performance announcement will be published on the Hong Kong Stock Exchange and the company's website[104] - The 2024 annual report will also be published on the aforementioned websites and will be sent to shareholders in due course[105] - The board expresses gratitude to all shareholders for their support and acknowledges the contributions of all employees[106]

Financial Performance - Revenue for the six months ended June 30, 2024, was SGD 24,278 thousand, a decrease of 54.1% compared to SGD 52,918 thousand in the same period of 2023[5] - Gross profit for the same period was SGD 5,521 thousand, down from SGD 5,977 thousand, reflecting a decline of 7.6%[5] - Operating profit decreased significantly to SGD 458 thousand from SGD 2,322 thousand, representing an 80.3% decline year-over-year[5] - Net profit for the period was SGD 87 thousand, a sharp drop from SGD 2,204 thousand in the previous year, indicating a decline of 96.1%[5] - Basic earnings per share for the period was SGD 0.04, down from SGD 0.22 in the same period last year, a decrease of 81.8%[6] - The company reported a total comprehensive income of SGD 86,000 for the six months ended June 30, 2024, compared to SGD 2,191,000 for the same period in 2023, indicating a decrease of approximately 96.1%[10] - The company incurred a loss of SGD 5,726,000 for the six months ended June 30, 2024, compared to a loss of SGD 7,521,000 for the same period in 2023, showing an improvement of approximately 23.9%[10] - The segment performance for interior renovation services showed a profit of SGD 1,809,000 for the six months ended June 30, 2024, compared to SGD 2,752,000 in the same period of 2023, reflecting a decline of 34.2%[33] - The revenue from the interior decoration services segment decreased by 55.8% to approximately SGD 23.4 million for the six months ended June 30, 2024, compared to approximately SGD 52.9 million for the same period in 2023[100] - Gross profit for the six months ended June 30, 2024, was approximately 5.5 million Singapore dollars, down about 8.3% from approximately 6.0 million Singapore dollars in the previous year[108] Assets and Liabilities - Total assets as of June 30, 2024, were SGD 44,001 thousand, compared to SGD 37,102 thousand as of December 31, 2023, an increase of 18.6%[8] - Total liabilities increased to SGD 30,699 thousand from SGD 29,878 thousand, reflecting a rise of 2.7%[8] - The company’s total reserves, including other reserves and accumulated losses, were SGD (13,047,000) as of June 30, 2024, compared to SGD (13,047,000) as of January 1, 2023, remaining unchanged[10] - Non-current assets as of June 30, 2024, totaled SGD 6,899,000, compared to SGD 1,250,000 as of December 31, 2023[36] - The group reported net trade receivables of SGD 6,074 as of June 30, 2024, up from SGD 4,026 as of December 31, 2023[60] - Trade payables decreased to SGD 4,475,000 as of June 30, 2024, down 32.8% from SGD 6,662,000 as of December 31, 2023[73] - Trade and other payables totaled SGD 21,865,000 as of June 30, 2024, a decrease of 26.5% from SGD 29,679,000 as of December 31, 2023[73] Cash Flow - The net cash flow from operating activities for the six months ended June 30, 2024, was negative SGD 2,841,000, a significant decline compared to positive SGD 7,303,000 in the same period of 2023[11] - The cash and cash equivalents at the end of June 30, 2024, were SGD 13,431,000, down from SGD 16,980,000 at the beginning of the period, representing a decrease of about 21.5%[11] - The net cash used in investing activities was SGD 1,000 for the six months ended June 30, 2024, compared to SGD 24,000 used in the same period of 2023[11] - The financing activities resulted in a net cash outflow of SGD 710,000 for the six months ended June 30, 2024, compared to SGD 5,103,000 in the same period of 2023, indicating a reduction of approximately 86.1%[11] Business Operations - The company’s primary business operations include interior renovation services in Singapore and the sale and distribution of soft drink products in China[13] - The company has expanded its business operations to China for the sale and distribution of soft drink products, establishing a new reporting segment[31] - The company completed a business acquisition during the period, which contributed SGD 855,000 to the total equity[10] - The company completed the acquisition of 51% of Wuhan Second Factory Beverage Co., Ltd. on January 5, 2024, for a total consideration of approximately SGD 4,753,000[76] - The identifiable net assets acquired from Wuhan Second Factory amounted to SGD 1,745,000, with goodwill recognized at SGD 3,863,000[76] - The acquisition of Wuhan No. 2 Plant resulted in a net cash inflow of 17,000 Singapore dollars[79] - For the period ending June 30, 2024, the contribution from Wuhan No. 2 Plant was a revenue of 0.8 million Singapore dollars and a loss of 0.6 million Singapore dollars[79] Accounting Policies - The company has adopted new accounting policies related to business combinations during the interim period[16] - Identifiable assets and liabilities acquired are recognized at fair value, excluding deferred tax assets or liabilities and employee benefit arrangements[17] - Goodwill is measured as the excess of the total consideration transferred over the net identifiable assets acquired and liabilities assumed[18] - Non-controlling interests are presented separately and are measured at fair value or proportionate share of identifiable net assets[20] - Contingent consideration is measured at fair value at the acquisition date and included as part of the consideration transferred[20] - The company will conduct annual impairment tests for goodwill or more frequently if indicators of impairment arise[20] - The accounting treatment for contingent consideration depends on its classification as equity or liability[20] Employee and Compensation - The total employee costs for the six months ended June 30, 2024, amounted to SGD 7,230,000, an increase of 14.8% from SGD 6,299,000 in the same period of 2023[50] - The total remuneration for executive directors increased to SGD 282,000 for the six months ended June 30, 2024, from SGD 155,000 for the same period in 2023[94] - The group currently employs 467 staff, an increase from 398 staff as of June 30, 2023[123] - The group has a competitive employee compensation policy, with regular reviews to attract and retain high-quality staff[123] Governance and Compliance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited condensed consolidated interim financial statements for the six months ending June 30, 2024, with no objections raised[139] - The company confirmed compliance with the corporate governance code during the entire period ending June 30, 2024[137] - The company has adopted a code of conduct for securities trading that meets or exceeds standard codes[134] Future Outlook - The company aims to achieve an annual growth rate of approximately 30% over the next three years, focusing on expanding its customer base to major enterprises[101] - The company anticipates that the acquisition of additional businesses will enhance future development and strengthen its revenue base[76]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of SGD 24,278,000, a decrease of 54.1% compared to SGD 52,918,000 for the same period in 2023[1] - Gross profit for the same period was SGD 5,521,000, down 7.7% from SGD 5,977,000 in 2023[1] - The company recorded a net profit of SGD 247,000 for the six months ended June 30, 2024, compared to SGD 2,210,000 in the previous year, representing a decline of 88.8%[1] - Total comprehensive income for the period was SGD 86,000, significantly lower than SGD 2,191,000 in the prior year[2] - Basic earnings per share for the period were SGD 0.009, compared to SGD 0.220 in the previous year[3] - The company reported a pre-tax profit of SGD 87 thousand for the six months ended June 30, 2024, compared to SGD 2,204 thousand for the same period in 2023[14] - The net profit for the six months ended June 30, 2024, was SGD 392,000, a decrease of 82.2% compared to SGD 2,204,000 for the same period in 2023[25] - The company reported a net profit attributable to owners of approximately SGD 87,000 for the six months ended June 30, 2024, down from approximately SGD 2.2 million for the same period in 2023[50] Revenue Breakdown - Revenue from soft drink products amounted to SGD 855 thousand for the six months ended June 30, 2024, compared to SGD 0 for the same period in 2023[12] - Contract revenue for the six months ended June 30, 2024, was SGD 23,423 thousand, down from SGD 52,918 thousand in 2023, indicating a decrease of about 56%[12] - As of June 30, 2024, the group's revenue from interior decoration services decreased by 55.8% to approximately SGD 23.4 million compared to SGD 52.9 million for the six months ended June 30, 2023[37] - The gross profit for the interior decoration segment fell by 11.7% to approximately SGD 5.3 million, down from SGD 6.0 million for the same period last year[37] - The gross profit margin for the beverage sales and distribution segment was 22.7% for the six months ended June 30, 2024, compared to 11.3% for the same period in 2023[39] Assets and Liabilities - The company's total assets as of June 30, 2024, were SGD 44,001,000, slightly down from SGD 44,223,000 as of December 31, 2023[4] - Current assets decreased to SGD 37,102,000 from SGD 42,973,000 at the end of 2023, primarily due to a reduction in contract assets[4] - The company's total liabilities decreased to SGD 30,699,000 from SGD 31,862,000, indicating a reduction in financial obligations[5] - Non-current assets included intangible assets of SGD 2,050,000 and goodwill of SGD 3,863,000[4] - Trade receivables increased to SGD 6,159,000 as of June 30, 2024, compared to SGD 4,111,000 as of December 31, 2023, reflecting a 50% increase[26] - The total amount of trade receivables net of expected credit loss was SGD 6,074,000, up from SGD 4,026,000 in the previous period[26] - Trade payables decreased to SGD 4.475 million as of June 30, 2024, from SGD 6.662 million as of December 31, 2023[34] - The total trade and other payables and accrued expenses amounted to SGD 21.865 million as of June 30, 2024, down from SGD 29.679 million as of December 31, 2023[34] Expenses - The company's administrative expenses for the six months ended June 30, 2024, were SGD 1,100 thousand, impacting overall profitability[14] - Total employee costs increased to SGD 7,230,000, up 14.8% from SGD 6,299,000 in the previous year[25] - Administrative expenses increased from approximately SGD 3.7 million for the six months ended June 30, 2023, to SGD 4.3 million for the same period in 2024, mainly due to the new soda business[47] - Financing costs increased to approximately SGD 293,000 for the six months ended June 30, 2024, from SGD 126,000 for the same period in 2023, primarily due to accrued interest on convertible bonds[48] Business Operations - The company continues to focus on its core business of providing interior design services in Singapore and distributing soft drink products in China[6] - The company has expanded its operations into China for the sale and distribution of soft drink products, establishing a new reporting segment[15] - The group has 11 ongoing projects with an estimated contract value of approximately SGD 19.2 million as of June 30, 2024[37] - Management anticipates achieving an annual growth rate of approximately 30% over the next three years in the beverage segment[39] - The group expects to generate tens of millions in revenue from a long-term agreement with Sinopec, with recognition anticipated in the second half of 2024[38] Corporate Governance and Future Outlook - The audit committee reviewed the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024, with no objections raised[65] - The group has adhered to the corporate governance code as of June 30, 2024[62] - There were no significant events to disclose after June 30, 2024, up to the announcement date[61] - The company did not declare or propose any dividends for the six months ended June 30, 2024, consistent with the previous year[24] - There were no significant investments or capital commitments planned for the future as of June 30, 2024[60] - The group did not engage in any purchase, sale, or redemption of its listed securities during the six months ended June 30, 2024[64] - The group expressed gratitude to shareholders for their support and acknowledged the contributions of all employees[67]

Shareholder and Governance - As of December 31, 2023, the company has a significant shareholder, Ultimate Global, holding 510,000,000 shares, representing 51% of the company's equity[10] - The board of directors has confirmed that there are no serious or systemic violations of relevant laws and regulations as of December 31, 2023[1] - There are no significant transactions or arrangements involving the company or its subsidiaries with directors or entities connected to directors as of December 31, 2023[16] - The group has a robust corporate governance framework, ensuring timely and transparent financial reporting to shareholders[57] - The board has adopted a diversity policy to enhance corporate governance and effectiveness, which is crucial for achieving strategic goals[105] Financial Performance - For the fiscal year ending December 31, 2023, the company reported revenue of SGD 91,181,000, a 37.1% increase from SGD 66,493,000 in the previous year[150] - The gross profit for the same period was SGD 11,495,000, reflecting a gross margin of 12.6%, up from 11.6% in the prior year[150] - The company achieved a net profit of SGD 1,403,000, compared to a net loss of SGD 1,363,000 in the previous year[150] - The overall revenue increased by approximately SGD 24.7 million or 37.1% to approximately SGD 91.2 million for the year ended December 31, 2023, driven by increased orders carried over from 2022 and new projects acquired in the first half of 2023[172] - The cost of sales rose by approximately SGD 20.9 million or 35.6% to approximately SGD 79.7 million for the year ended December 31, 2023, consistent with the revenue increase[173] - Gross profit for the year ended December 31, 2023, was approximately SGD 11.5 million, an increase of about 48.7% from SGD 7.7 million in 2022, with a gross margin improvement from 11.6% to 12.6%[174] - Administrative expenses for the year ended December 31, 2023, were approximately SGD 9.6 million, up from SGD 8.7 million in 2022, primarily due to increased employee costs[176] - Financing costs decreased to approximately SGD 176,000 for the year ended December 31, 2023, down from SGD 536,000 in 2022, due to reduced interest expenses[177] - The group reported a profit attributable to owners of approximately SGD 1.4 million for the year ended December 31, 2023, a turnaround from a loss of approximately SGD 1.4 million in 2022[179] Dividend Policy - The company does not recommend the payment of a final dividend for the year ended December 31, 2023, consistent with the previous year where no dividend was paid[27] - The board will consider the group's actual and expected financial performance when deciding on dividend payments[56] - The board does not recommend a final dividend for the year ended December 31, 2023, consistent with the previous year[180] Environmental, Social, and Governance (ESG) Initiatives - The company has identified and assessed environmental, social, and governance (ESG) risks and opportunities, establishing relevant risk management and internal control systems[32] - The company has conducted a materiality assessment involving feedback from employees and key stakeholders regarding ESG issues[37] - The company has complied with all mandatory disclosure requirements in its ESG report as per the guidelines of the Hong Kong Stock Exchange[35] - The group aims to maintain green operations and has implemented environmental measures to establish a sustainable business in the long term[41] - The group has established an Environmental, Social, and Governance (ESG) working group to identify risks and report on ESG performance to the board[64] - The group emphasizes the importance of stakeholder engagement and aims to maintain strong relationships through various communication platforms[68] - The group is committed to enhancing stakeholder awareness of responsible resource use to reduce potential environmental impacts[41] - The company aims to enhance energy efficiency and reduce greenhouse gas emissions as part of its commitment to sustainability[83] - The company has implemented a zero hazardous waste policy, ensuring strict compliance with environmental regulations[91] - The company is actively managing climate-related risks to ensure they remain within its risk appetite[104] Environmental Performance Metrics - The total emissions of air pollutants from vehicles in FY2023 compared to FY2022 will be disclosed, highlighting the company's commitment to environmental compliance[45] - Greenhouse gas emissions for FY2023 were significantly reduced, with nitrogen oxides (NOx) emissions at 1.339 tons compared to 3.288 tons in FY2022, representing a decrease of approximately 59.3%[89] - The total air pollutant emissions decreased from 3.630 tons in FY2022 to 1.419 tons in FY2023, a reduction of approximately 60.9%[89] - Total water consumption increased to 19,384 cubic meters in FY2023 from 11,347 cubic meters in FY2022, marking an increase of about 71.1%[77] - The intensity of water usage per million Singapore dollars in revenue increased to 212.59 cubic meters in FY2023 from 171.92 cubic meters in FY2022, reflecting a rise of about 23.6%[77] - Energy consumption in FY2023 included 756,687 kWh from diesel and 531,453 kWh from electricity, compared to 967,834 kWh and 484,956 kWh respectively in FY2022, indicating a decrease in diesel usage by approximately 21.8%[96] - The group has implemented measures to control and reduce dust emissions from construction sites and production facilities[71] - The group completed the acquisition of 51% of Wuhan Second Factory Beverage Co., Ltd. on January 5, 2024, enhancing its revenue base[166] Operational Developments - The company generated 77.0% of its revenue from owner/tenant projects, amounting to SGD 70,187,000, compared to 51.9% in the previous year[151] - The construction demand in Singapore is projected to reach between SGD 32 billion and SGD 38 billion in 2024, with the public sector contributing approximately 55%[146] - The total construction demand is expected to reach SGD 31 billion to SGD 38 billion annually from 2025 to 2028, with the public sector leading the demand[149] - The company is prepared to seize new business opportunities as the Singapore construction industry recovers[146] - The company has implemented measures to enhance awareness of energy conservation among employees, suppliers, and contractors[132] Cash and Debt Management - As of December 31, 2023, the group's total cash and bank balances were approximately SGD 17.0 million, compared to SGD 4.0 million as of December 31, 2022[155] - The group's debt-to-equity ratio as of December 31, 2023, was approximately 16.2%, a significant decrease from 67.8% in 2022[157] - The group had a performance guarantee of approximately SGD 10.5 million as of December 31, 2023, slightly down from SGD 10.7 million in 2022[189] - The company acquired property, plant, and equipment amounting to approximately SGD 54,000 for the year ended December 31, 2023, compared to SGD 115,000 in 2022[190]