DESIGN CAPITAL LIMITED 設計都會有限公司 中期報告 2020 於開曼群島註冊成立之有限公司 股份代號 1545 | --- | --- | --- | --- | --- | |-------|-------|-------|----------------------------------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 設計都會有限公司 2020 年中期報告 | | | | | | 目錄 | | | | 2 | | 公司資料 | | | | 3 | | 管理層討論及分析 | | | | 9 | | 中期簡明綜合損益及其他全面收益表 | | | | 11 | | 中期簡明綜合財務狀況表 | | | | 13 | | 中期簡明綜合權益變動表 | | | | 15 | | 中期簡明綜合現金流量表 | | | | 17 | | 簡明綜合中期財務資料附註 | | | | 31 | | 其他資料 | | 公司資料 | --- | --- | |--------------------------- ...

Financial Performance - Total revenue for the year ended December 31, 2019, was SGD 115.3 million, an increase of approximately SGD 5.6 million compared to the previous year[11] - Gross profit grew by approximately 3.9% to SGD 35.2 million from SGD 33.9 million in 2018, while net profit attributable to shareholders increased from SGD 5.7 million to SGD 6.1 million, representing a growth of 7.0%[11] - Revenue from the US furniture sales segment was SGD 80.3 million, a growth of approximately 5.0% year-on-year, accounting for about 69.7% of total group revenue[12] - The interior design segment generated revenue of approximately SGD 15.3 million, up from SGD 10.9 million in 2018, reflecting strong performance and recognition from real estate developers[12] - The company's revenue for the fiscal year ended December 31, 2019, was approximately SGD 115.3 million, an increase of about 5.1% compared to SGD 109.7 million in 2018[116] - Gross profit for the same period was approximately SGD 35.2 million, reflecting a 3.9% increase from SGD 33.9 million in 2018[117] - Profit attributable to shareholders for the fiscal year was approximately SGD 6.1 million, up from SGD 5.7 million in 2018[118] - Group revenue increased by approximately SGD 5.6 million or 5.1% from SGD 109.7 million for the year ended December 31, 2018, to SGD 115.3 million for the year ended December 31, 2019, primarily due to increased sales in the US furniture and interior design segments[136] Challenges and Risks - The company anticipates challenges in the short to medium term due to the COVID-19 outbreak, which may impact consumer demand and supply chain disruptions[13] - The ongoing US-China trade war continues to create uncertainty regarding product pricing and profit management in the US e-commerce market[13] - The company is facing challenges in the U.S. furniture sales segment due to economic slowdown and trade tensions, impacting growth prospects for the fiscal year 2020[130] - The company has identified various market, operational, credit, and foreign exchange risks that could impact its financial performance and has implemented strategies to mitigate these risks[156] Corporate Governance - The board emphasizes high standards of corporate governance to protect shareholder interests and enhance corporate value[17] - The board consists of eight members, including three executive directors, two non-executive directors, and three independent non-executive directors[25] - The company has maintained compliance with listing rules by appointing at least three independent non-executive directors, one of whom possesses appropriate professional qualifications or financial management expertise[32] - The board is responsible for leading and monitoring the company, ensuring effective internal controls and risk management systems are in place[37] - The company provides appropriate insurance coverage for directors and senior management against legal actions faced in the course of business, with annual reviews of the coverage[38] - All directors have participated in training programs to stay updated on regulatory developments and ensure their contributions remain relevant[39] - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to assist the board in fulfilling its responsibilities[51] - The chairman and CEO roles are held by the same individual, which the board believes serves the best interests of the company[31] - The company has a policy for directors to rotate and seek re-election at least every three years, ensuring accountability[33] - The board has a majority of independent non-executive directors to maintain a balance of power and independent judgment[31] - The Audit Committee held two meetings during the reporting period to review the financial performance and significant matters related to financial reporting, internal controls, and risk management[60] - The Remuneration Committee convened once during the reporting period to review and propose recommendations regarding the remuneration policies for executive directors and performance-based incentives[63] - The Nomination Committee held two meetings to assess the board's structure, size, and composition, ensuring diversity and independence among directors[66] - The company has adopted a board diversity policy, recognizing that diversity enhances operational performance and quality[67] - The company’s board composition considers various diversity aspects, including gender, age, cultural background, and professional experience[69] - The company’s governance practices include regular reviews of compliance with legal requirements and ethical standards[79] - The Audit Committee met with external auditors twice during the reporting period, with executive directors not in attendance[61] - The Remuneration Committee reviewed the performance bonus plans for executive directors during its meeting[63] - The Nomination Committee evaluates candidates based on integrity, experience, and commitment to the company’s business[77] - The company emphasizes the importance of board diversity in achieving sustainable and balanced development[68] Financial Position - Total cash and cash equivalents as of December 31, 2019, were approximately SGD 36.1 million, significantly higher than SGD 15.5 million in 2018[119] - Current assets totaled approximately SGD 78.9 million as of December 31, 2019, compared to SGD 63.4 million as of December 31, 2018, while current liabilities decreased to approximately SGD 27.8 million from SGD 37.6 million[147] - The debt-to-equity ratio improved to approximately 0.2% as of December 31, 2019, down from 0.7% as of December 31, 2018, primarily due to proceeds from the public listing[150] - Employee costs, including director remuneration, were approximately SGD 10.6 million for the year ended December 31, 2019, compared to SGD 8.7 million in 2018, representing a 21.8% increase[166] - The group had unutilized bank financing totaling approximately SGD 6.6 million as of December 31, 2019, down from SGD 6.2 million in 2018[167] - The company paid approximately SGD 206,000 for audit services and SGD 14,000 for non-audit services to external auditors for the year ended December 31, 2019[94] - The audit services included SGD 200,000 to Ernst & Young LLP and SGD 6,000 to other external auditors, while non-audit services included SGD 12,000 to Ernst & Young LLP and SGD 2,000 to other external auditors[94] Future Outlook - Future outlook indicates a projected revenue growth of 10% for the upcoming fiscal year, driven by new product launches and market expansion strategies[199] - The company is investing in new technologies, with a budget allocation of $5 million for R&D in innovative design solutions[199] - Market expansion efforts include entering two new regional markets, aiming for a 20% increase in market share within the next two years[199] - The company has completed a strategic acquisition of a competitor, enhancing its service offerings and expected to contribute an additional $2 million in annual revenue[199] - A new product line is set to launch in Q2 2020, anticipated to generate $3 million in sales within the first year[199] - The management team has emphasized a focus on sustainability, with plans to reduce operational costs by 15% through eco-friendly practices[199] - The company has established a partnership with a leading technology firm to enhance its digital marketing capabilities, aiming for a 25% increase in online sales[199] - The board has approved a dividend payout of $0.10 per share, reflecting a commitment to returning value to shareholders[199] Company Overview - The company operates as an investment holding company and is a long-established third-party e-commerce platform for furniture sellers in the United States[200] - The company also serves as a mid-to-high-end furniture retailer and comprehensive home design solution provider based in Singapore[200] - The financial details of the company's subsidiaries are provided in the consolidated financial statements note 1[200]

Financial Performance - The company's revenue for the six months ended June 30, 2019, was approximately SGD 55.2 million, an increase of about SGD 3.8 million or 7.3% compared to SGD 51.5 million for the same period in 2018[7]. - The increase in revenue was primarily attributed to higher sales in the US furniture segment and the interior design division[17]. - The company's profit increased by approximately 51.4% to SGD 3.4 million for the six months ended June 30, 2019, primarily due to a reduction in non-recurring listing expenses and income tax expenses[18]. - The group reported revenue of SGD 55.2 million for the six months ended June 30, 2019, compared to SGD 51.5 million for the same period in 2018, reflecting a growth of approximately 7.1%[47]. - Gross profit for the period was SGD 17.3 million, up from SGD 16.4 million in the previous year, indicating a gross margin improvement[47]. - The net profit for the period was SGD 3.4 million, compared to SGD 2.2 million for the same period in 2018, representing a year-over-year increase of approximately 51.6%[47]. - The company reported a pre-tax profit of SGD 4,163,000 for the six months ended June 30, 2019, up from SGD 3,595,000 in the previous year, reflecting a growth of 15.8%[63]. - The company reported a pre-tax profit of SGD 2,584,000 for the six months ended June 30, 2019, compared to SGD 1,615,000 for the same period in 2018, representing a growth of approximately 60%[148]. Cash and Liquidity - As of June 30, 2019, the company held cash and cash equivalents totaling approximately SGD 32.7 million, up from SGD 15.5 million as of December 31, 2018[17]. - Cash and cash equivalents increased significantly to SGD 32,675,000 as of June 30, 2019, compared to SGD 15,469,000 at the end of 2018, reflecting a growth of approximately 110.5%[53]. - Cash and cash equivalents, excluding fixed deposits, increased to SGD 29,075,000 as of June 30, 2019, compared to SGD 7,809,000 as of December 31, 2018, representing a significant increase of 272.5%[162]. - Operating cash flow for the six months ended June 30, 2019, was SGD 6,630,000, compared to SGD 3,201,000 for the same period in 2018, representing an increase of 106.5%[63]. - The company’s total cash flow increased by SGD 21,279,000 for the six months ended June 30, 2019, compared to an increase of SGD 3,345,000 in the same period last year[72]. Assets and Liabilities - The total current assets of the group were approximately SGD 73.2 million, an increase from SGD 63.4 million as of December 31, 2018[21]. - The current liabilities of the group were approximately SGD 26.0 million as of June 30, 2019, down from SGD 37.6 million as of December 31, 2018, resulting in a current ratio of approximately 2.8[21]. - The total debt of the company as of June 30, 2019, was approximately SGD 157,000, down from SGD 186,000 as of December 31, 2018[19]. - Total liabilities decreased from SGD 37,588,000 at the end of 2018 to SGD 25,967,000 as of June 30, 2019, a reduction of approximately 30.9%[53]. - The total assets of the segments amounted to SGD 78,783 thousand as of June 30, 2019, compared to SGD 73,000 thousand as of June 30, 2018, reflecting an increase of approximately 7.9%[122]. Share Capital and Ownership - The company raised a total of SGD 25.9 million from its IPO, with a net amount of approximately SGD 18.2 million after deducting related expenses[37]. - The group issued 2,000,000,000 shares as of June 30, 2019, with a total issued capital of SGD 3,453,000, reflecting a significant increase from 3,800 shares at the end of 2018[168]. - The company increased its authorized share capital from HKD 380,000 to HKD 100,000,000, resulting in 10,000,000,000 shares with a par value of HKD 0.01 each[175]. - The major shareholders include Mr. Ruan Youren and Ms. Wee Ai Quey, each holding 900,000,000 shares, representing 45% of the total issued shares[187]. - The ownership structure indicates significant concentration among major shareholders, with the top three entities holding a combined 75% of the total issued shares[197][199]. Segment Performance - The interior design division benefited from an increase in new property launches in the first half of the fiscal year 2019, and this trend is expected to continue[14]. - For the six months ended June 30, 2019, total segment revenue was SGD 55,919 thousand, an increase from SGD 51,957 thousand for the same period in 2018, representing a growth of approximately 7.5%[122]. - The segment performance showed a profit of SGD 4,163 thousand for the six months ended June 30, 2019, compared to SGD 3,595 thousand for the same period in 2018, indicating an increase of about 15.8%[125]. Risks and Challenges - The company anticipates a challenging operating environment for the furniture sales segment in the second half of the fiscal year 2019 due to ongoing trade tensions and economic slowdown in the US[12]. - The company continues to face financial risks including credit risk, foreign exchange risk, liquidity risk, and capital risk, with no changes in risk management policies since the fiscal year ended December 31, 2018[113]. Accounting and Compliance - The company has adopted new accounting standards and interpretations, particularly IFRS 16 on leases, which may impact the financial statements but has not identified any uncertain tax positions that would affect the consolidated financial statements[110]. - The management has made significant judgments in preparing the interim financial statements, which may lead to substantial adjustments in the future due to uncertainties in estimates[112].

Financial Performance - The total revenue for the year ended December 31, 2018, was SGD 109.7 million, an increase of SGD 8.8 million compared to the previous year[6]. - The growth in revenue was primarily attributed to increased sales in the US furniture segment[6]. - The company's revenue for the fiscal year ended December 31, 2018, was approximately SGD 109.7 million, an increase of about 8.7% from SGD 100.9 million in 2017[70]. - Gross profit for the same period was approximately SGD 33.9 million, reflecting a growth of about 5.2% from SGD 32.2 million in 2017[71]. - Profit attributable to shareholders for the fiscal year was approximately SGD 5.7 million, down from SGD 7.0 million in 2017[72]. - The overall gross profit margin decreased from approximately 31.9% in 2017 to about 30.9% in 2018, primarily due to the increased revenue share from the lower-margin U.S. furniture sales segment[84]. - Profit for the year (excluding listing expenses) increased by approximately SGD 1.3 million or 14.7% from SGD 8.5 million for the year ended December 31, 2017, to SGD 9.8 million for the year ended December 31, 2018[90]. - The company incurred expenses related to its listing on the stock exchange, which impacted its profitability for the year[6]. Governance and Board Structure - The company has a strong governance framework aimed at protecting shareholder interests and enhancing corporate value[11]. - The board consists of eight members, including three executive directors and three independent non-executive directors[16]. - The company has adopted the corporate governance code as the basis for its governance practices[11]. - The company has appointed three independent non-executive directors, constituting over one-third of the board, ensuring compliance with listing rules[21]. - The board is responsible for leading and monitoring the company, overseeing operational and financial performance, and ensuring effective internal controls and risk management systems[25]. - The Audit Committee has been established with five members, including independent non-executive directors, to provide independent insights on financial reporting and internal controls[32]. - The Remuneration Committee, consisting of five members, is tasked with reviewing and advising on the remuneration policies for directors and senior management[34]. - The Nomination Committee, also comprising five members, reviews the board's structure and composition annually, ensuring alignment with the company's strategic goals[37]. - The company has adopted a board diversity policy, recognizing the benefits of diverse board members on operational performance[40]. - All directors are required to undergo continuous professional development to maintain their knowledge and skills relevant to their roles[29]. - The company has established a three-year term for directors, with mandatory re-election at the annual general meeting[22]. - The board is responsible for reviewing the effectiveness of the risk management and internal control systems, which aim to manage potential risks rather than eliminate them[48]. - The audit committee is tasked with developing and implementing risk management policies to address operational, credit, and market risks[48]. Shareholder Rights and Engagement - Shareholders have the right to propose independent resolutions at general meetings, ensuring their interests are protected[58]. - The company allows shareholders holding at least 10% of the paid-up capital to request a special general meeting within two months of submission[59]. - The board is not aware of any provisions allowing shareholders to propose resolutions at general meetings under the company's articles of association[60]. - The company typically does not handle oral or anonymous inquiries from shareholders, requiring written queries instead[61]. Market and Operational Insights - The company operates under several brands in the US, including "SIMPLE LIVING," "LIFESTOREY," "TARGET MARKETING SYSTEMS," and "TMS"[5]. - The company anticipates that the projected growth of the online furniture market in the US will drive its development[8]. - Revenue from the U.S. furniture sales segment was approximately SGD 76.5 million, an increase of about 13.7% from SGD 67.3 million in 2017, accounting for approximately 69.7% of total revenue[77]. - The dining furniture sales accounted for over 50% of the U.S. furniture sales segment revenue, with kitchen furniture sales contributing about 20%[78]. - The furniture sales segment in Singapore generated approximately SGD 22.3 million, slightly down from SGD 22.7 million in 2017[81]. - Interior design and renovation services revenue was approximately SGD 10.9 million, remaining stable compared to SGD 11.0 million in 2017[82]. - The company operates as a third-party e-commerce platform furniture seller in the US and a mid-to-high-end furniture retailer in Singapore[136]. Financial Position and Capital Management - Total cash and cash equivalents as of December 31, 2018, were approximately SGD 15.5 million, a decrease from SGD 20.9 million in 2017[73]. - Total debt as of December 31, 2018, was approximately SGD 186,000, up from SGD 53,000 in 2017, primarily due to finance lease obligations[92]. - Total current assets as of December 31, 2018, were approximately SGD 63.4 million, compared to SGD 53.2 million in 2017, while total current liabilities increased to approximately SGD 37.6 million from SGD 29.5 million[92]. - The current ratio as of December 31, 2018, was approximately 1.7, down from 1.8 in 2017[92]. - Employee costs, including directors' remuneration, were approximately SGD 8.7 million for the year ended December 31, 2018, unchanged from 2017[106]. - The company had 142 full-time employees as of December 31, 2018, compared to 130 in 2017[105]. - The debt-to-equity ratio as of December 31, 2018, was approximately 0.7%, up from 0.2% in 2017, primarily due to increased finance lease obligations[94]. IPO and Fund Allocation - The company successfully raised approximately HKD 107.9 million from its IPO by issuing 500 million shares at HKD 0.30 per share[146]. - 62.1% of the raised funds are allocated for inventory procurement in the US furniture sales division[152]. - The company plans to enhance sales and marketing efforts with 8.4% of the funds to improve brand loyalty and recognition[152]. - A total of 1.3 million SGD was spent on acquiring property, plant, and equipment during the year[147]. - The company has opened two new sales points under the brands "OM" and "Lifestorey," with 8.3% of the funds allocated for general working capital[153]. Compliance and Reporting - The independent auditor's report confirms that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2018[199]. - The company has maintained compliance with applicable laws and regulations without any significant violations during the year[192]. - The environmental, social, and governance report will be published within three months after the annual report is released[191]. - Significant events occurring after the reporting period are detailed in the financial statements[194]. - The company has a comprehensive financial report detailing its business activities and future developments in the "Chairman's Report" and "Management Discussion and Analysis" sections[137]. - The company has outlined its major risks and uncertainties in the annual report, specifically in the "Management Discussion and Analysis" section[139]. Management and Team Experience - The executive team has extensive experience in the interior design and furniture industry, with key members having over 20 years of experience[111]. - The financial director has over ten years of experience in finance and accounting, ensuring robust financial reporting and management[114]. - The management team includes members with significant backgrounds in property development and investment, enhancing strategic oversight[117]. - The independent non-executive director has over 20 years of experience in accounting and management, providing independent oversight of the company's operations[121]. - The company continues to monitor its corporate development and strategic planning through its board members' extensive industry experience[117].