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: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: LEGION CONSORTIUM LIMITED 呈交日期: 2025年8月5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) | 02129 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20 ...

Financial Performance - The total revenue for the fiscal year ending December 31, 2024, was approximately SGD 66.1 million, representing a stable growth of 9.3% compared to approximately SGD 60.5 million for the previous year[17]. - Revenue from truck transportation services increased from approximately SGD 20.0 million in 2023 to approximately SGD 22.6 million in 2024, marking a growth of about SGD 2.6 million or 13% due to sustained demand from customers[18]. - Freight forwarding service revenue for the years ending December 31, 2023, and 2024, was approximately SGD 26.6 million and SGD 29.7 million, respectively, reflecting an increase of SGD 3.1 million or 11.7% due to higher import and export demand in 2024[19]. - Value-added transportation service revenue remained stable at approximately SGD 13.9 million for both years ending December 31, 2023, and 2024[20]. - Gross profit for the years ending December 31, 2023, and 2024, was approximately SGD 19.2 million and SGD 20.9 million, respectively, representing an increase of SGD 1.7 million or 8.9% driven by increased service demand[21]. - Net profit increased from approximately SGD 3.4 million for the year ending December 31, 2023, to approximately SGD 5.0 million for the year ending December 31, 2024, with a net profit margin rising from about 5.7% to 7.6%[28]. Operational Capacity and Expansion - The company signed a lease agreement for a property in Singapore for SGD 17 million, with a lease term of 20 years starting from February 26, 2025, to enhance its operational capacity[13]. - The fleet as of December 31, 2024, included 55 prime movers, 485 trailers, and 21 flatbed trucks, along with 3 logistics yards and 3 warehouses totaling approximately 81,323 square meters[14]. - The company aims to improve visibility in logistics operations and broaden funding channels to support its expansion plans and strengthen market position[14]. - The company plans to continue strategic acquisitions to achieve long-term growth and enhance its competitive advantage[8]. Cost Management and Financial Health - The management emphasizes prudent cost management in response to external factors such as diesel price fluctuations and labor cost pressures[16]. - Administrative expenses for the years ending December 31, 2023, and 2024, were approximately SGD 15.0 million and SGD 15.9 million, respectively, mainly due to increased wage costs and foreign employee accommodation[26]. - The debt ratio decreased to approximately 27.7% as of December 31, 2024, from 31.3% as of December 31, 2023, due to repayment of bank loans and an increase in total equity[33]. - As of December 31, 2024, the company had cash and bank balances of approximately SGD 14.5 million, down from SGD 22.8 million as of December 31, 2023[31]. Corporate Governance - The board consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[60]. - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange's listing rules, demonstrating commitment to high governance standards[57]. - The management team is required to provide sufficient information to the board to enable them to fulfill their duties effectively[59]. - The company has established committees to assist the board in fulfilling its governance responsibilities[59]. - The company has adopted a board diversity policy, considering factors such as gender, age, cultural background, and professional skills in selecting board candidates[68]. Environmental, Social, and Governance (ESG) Initiatives - The company emphasizes sustainability as a key to ongoing success and has integrated it into its business strategy[161]. - The group has established an ESG working group responsible for collecting relevant data for the ESG report[162]. - The company is committed to reducing greenhouse gas emissions through various measures, including improving energy efficiency and promoting double-sided printing[181]. - The company actively seeks opportunities to enhance its environmental, social, and governance performance[176]. - The company has established risk management policies to identify and mitigate potential climate-related risks that could affect its business activities[200]. Shareholder Engagement and Policies - The company has adopted a shareholder communication policy to ensure timely and equal access to information for shareholders[97]. - The company encourages shareholder participation in the annual general meeting and other decision-making processes[97]. - The board has resolved not to recommend a final dividend for the year ending December 31, 2024, consistent with the previous fiscal year where no dividend was declared[156]. - The company has adopted a dividend policy aimed at providing stable and sustainable returns to shareholders while retaining sufficient reserves for future growth[152]. Related Party Transactions - The ongoing related party transactions include the R&S Master Service Agreement and JH Master Service Agreement, both effective from January 1, 2023, to December 31, 2025[127]. - Independent non-executive directors have reviewed the ongoing related party transactions, confirming they are conducted in the ordinary course of business and on fair terms[128]. - The company has complied with the relevant disclosure requirements under the Listing Rules regarding related party transactions[125].

Financial Performance - Revenue for the year ended December 31, 2024, was SGD 66,127,480, representing an increase of 9.9% compared to SGD 60,481,361 for the year ended December 31, 2023[3] - Gross profit for the same period was SGD 20,865,776, up from SGD 19,167,568, indicating a growth of 8.8%[3] - The net profit attributable to equity shareholders for the year was SGD 5,024,359, a significant increase of 46.7% from SGD 3,426,958 in the previous year[3] - Basic and diluted earnings per share increased to 0.40 Singapore cents from 0.27 Singapore cents, reflecting a growth of 48.1%[3] - The group's pre-tax profit increased to SGD 5,945,343 in 2024 from SGD 4,490,819 in 2023, showing a growth of 32.54%[22] - Other income for the group amounted to SGD 1,460,154 in 2024, an increase from SGD 1,148,516 in 2023, representing a growth of 27.09%[26] - The company reported a decrease in financing costs to SGD 540,707 from SGD 753,241, a reduction of 28.2%[3] - The company incurred tax expenses of SGD 903,775 in 2024, a decrease of 13.7% from SGD 1,047,975 in 2023[30] - The net gain from other income was SGD 278,220 in 2024, compared to SGD 159,429 in 2023, indicating an increase of 74.54%[27] Assets and Liabilities - Total assets as of December 31, 2024, were SGD 60,705,138, compared to SGD 59,324,030 as of December 31, 2023, showing a slight increase of 2.3%[4] - Non-current assets rose to SGD 41,437,061 from SGD 29,701,400, marking an increase of 39.6%[4] - Current liabilities increased to SGD 17,914,876 from SGD 12,139,647, representing a rise of 47.5%[4] - The company reported trade receivables of SGD 15,558,318 for 2024, a significant increase of 25.5% from SGD 12,352,796 in 2023[37] - The total other receivables, deposits, and prepayments increased to SGD 6,042,622 in 2024 from SGD 4,717,747 in 2023, representing a growth of approximately 28%[41] - Trade payables rose to SGD 1,721,775 in 2024, up from SGD 1,316,140 in 2023, indicating an increase of about 30.8%[44] Revenue Breakdown - Revenue from external customers for truck transportation services increased to SGD 22,590,165 in 2024 from SGD 19,981,341 in 2023, representing a growth of 8.06%[22] - Revenue from freight forwarding services rose to SGD 29,667,117 in 2024 compared to SGD 26,621,653 in 2023, marking an increase of 7.69%[22] - Total revenue for the group reached SGD 66,127,480 in 2024, up from SGD 60,481,361 in 2023, reflecting a growth of 9.73%[22] Operational Focus - The company is focused on expanding its logistics services and enhancing operational efficiency through technology investments[6] - The company is focusing on expanding its logistics business and enhancing value-added transport services to create a favorable environment for future growth[50] - The company plans to maintain prudent cost management while seeking partnerships to enhance competitive advantages amid external challenges such as diesel price fluctuations and labor cost pressures[51] Employee and Costs - Total employee costs, including director remuneration, amounted to SGD 13,417,342 in 2024, up from SGD 12,293,873 in 2023, reflecting an increase of 9.1%[34] - The group has a total of 226 employees as of December 31, 2024, an increase from 221 employees in 2023, with a gender ratio of approximately 57% male and 43% female[72] - Administrative expenses rose from approximately SGD 15.0 million in 2023 to SGD 15.9 million in 2024, primarily due to increased wage costs and foreign employee accommodation[61] Investments and Future Plans - The company signed a lease agreement for a property in Singapore for SGD 17,000,000, effective from February 26, 2025, for a duration of 20 years[48] - The company has identified suitable land for business expansion, considering factors such as location and available floor area[49] - The expected timeline for the utilization of unutilized net proceeds has been extended to December 31, 2025, due to uncertainties in the operating environment[78] - The group has entered into a construction contract for a new three-story industrial building with a total contract value of SGD 5.408 million[79] Governance and Compliance - The company has fully complied with the corporate governance code as of December 31, 2024[82] - The audit committee has been established in accordance with listing rules, consisting of three independent non-executive directors[86] - The audit committee reviewed the audited consolidated financial statements for the year ended December 31, 2024, with no objections raised[86] - The auditor, Grant Thornton (Hong Kong) Limited, confirmed that the preliminary announcement figures are consistent with the audited financial statements for the year ended December 31, 2024[87] - The annual report for the year ended December 31, 2024, will be published on the Hong Kong Stock Exchange website and the company's website[88] - The board of directors includes three executive directors and three independent non-executive directors as of the announcement date[90]

在对外金融资产中，直接投资资产31279亿美元，证券投资资产13577亿美元，金融衍生工具资产236亿 美元，其他投资资产21319亿美元，储备资产35718亿美元，分别占对外金融资产的31%、13%、0.2%、 21%和35%；在对外负债中，直接投资负债35917亿美元，证券投资负债20253亿美元，金融衍生工具负 债274亿美元，其他投资负债13868亿美元，分别占对外负债的51%、29%、0.4%和20%。 证券时报e公司讯，国家外汇局发布数据，2024年9月末，我国对外金融资产102129亿美元，对外负债 70312亿美元，对外净资产31817亿美元。 ...

Share Incentive Plan - The maximum number of reward shares that can be granted to selected participants under the share incentive plan is capped at 1% of the issued share capital as of January 13, 2021, which equates to 12,500,000 shares[1]. - The share incentive plan is effective for a period of three years starting from December 18, 2020, and has terminated as of December 17, 2023[4]. - Reward shares will vest to selected participants based on a vesting schedule, contingent upon meeting all relevant vesting conditions[2]. - In the event of death, retirement, or permanent disability of a selected participant before the vesting date, all reward shares will be deemed to have vested the day prior to such event[3].

Financial Performance - Revenue for the six months ended June 30, 2024, was SGD 31,443,294, a decrease of 1.06% from SGD 31,780,569 for the same period in 2023[5] - Gross profit for the same period was SGD 10,272,157, down 4.02% from SGD 10,702,228 in 2023[5] - The company reported a net profit of SGD 3,259,948, an increase of 6.55% compared to SGD 3,059,229 in the previous year[5] - Basic and diluted earnings per share increased to SGD 0.26 from SGD 0.24, reflecting a growth of 8.33%[5] - The company reported a net profit of SGD 3,050,885 for the six months ended June 30, 2024, compared to SGD 3,270,180 for the same period in 2023, indicating a decrease in profitability[9] - The group's pre-tax profit for the six months ended June 30, 2024, was SGD 3,745,406, compared to SGD 3,542,229 in 2023, representing an increase of 5.7%[18] - The profit attributable to the company's owners for the six months ended June 30, 2024, was SGD 3,270,180, compared to SGD 3,050,885 for the same period in 2023, representing an increase of approximately 7.2%[27] - Net profit increased from approximately SGD 3.1 million to SGD 3.3 million, with a net profit margin rising from about 9.7% to 10.5%[50] Assets and Liabilities - Total assets as of June 30, 2024, were SGD 71,146,822, slightly down from SGD 71,463,677 at the end of 2023[6] - Current assets increased to SGD 47,574,627 from SGD 41,762,277, marking a growth of 13.67%[6] - Total liabilities decreased to SGD 18,292,775 from SGD 21,869,578, a reduction of 16.92%[8] - Net assets increased to SGD 52,854,047 from SGD 49,594,099, representing a growth of 6.67%[8] - The total equity as of June 30, 2024, increased to SGD 52,854,047 from SGD 49,210,484 as of June 30, 2023, representing a growth of about 5.3%[9] - The company's debt ratio decreased to 22.2% as of June 30, 2024, compared to 32.4% as of December 31, 2023, primarily due to a reduction in bank loans and lease liabilities[53] Cash Flow and Investments - Operating cash flow for the six months ended June 30, 2024, was SGD 8,203,490, down from SGD 12,850,924 in the previous year, reflecting a decline of approximately 36.5%[11] - Cash and cash equivalents at the end of the period reached SGD 30,602,988, up from SGD 15,596,155 a year earlier, showing an increase of approximately 96.5%[11] - The company incurred a total cash outflow from investing activities of SGD 3,721,771 for the six months ended June 30, 2024, compared to an outflow of SGD 4,056,258 in the same period of 2023[11] - The group acquired property, plant, and equipment at a cost of SGD 877,647 for the six months ended June 30, 2024, down from SGD 9,622,631 in the same period of 2023, indicating a decrease of approximately 91.9%[29] Revenue Breakdown - Revenue from truck transportation services increased to SGD 12,124,000, up from SGD 11,043,779, reflecting a growth of 9.8% year-over-year[18] - Revenue from freight forwarding services rose to SGD 13,676,497, compared to SGD 12,304,874, marking an increase of 11.2%[18] - Revenue from value-added transportation services decreased to SGD 5,642,797, down from SGD 8,431,916, indicating a decline of 33.1%[18] - Truck transportation service revenue increased from approximately SGD 11.0 million to SGD 12.1 million, representing a growth of about SGD 1.1 million or 9.8% due to sustained demand from customers[41] - Freight forwarding service revenue rose from approximately SGD 12.3 million to SGD 13.7 million, an increase of about SGD 1.4 million or 11.4%, driven by high import and export freight demand[42] - Value-added transportation service revenue decreased from approximately SGD 8.4 million to SGD 5.6 million, a decline of about SGD 2.8 million or 33.1%, primarily due to the absence of temporary services provided to customers[43] Other Income and Expenses - The company reported an increase in other income to SGD 952,151, up 128.73% from SGD 417,702 in the previous year[5] - Other income rose from approximately SGD 0.4 million to SGD 1.0 million, mainly due to additional government subsidies and increased interest income from fixed deposits[46] - Financing costs decreased to SGD 315,614 from SGD 352,701, reflecting a reduction of 10.5%[23] - The total employee costs, including directors' remuneration, amounted to SGD 5,597,179, slightly up from SGD 5,372,108 in the previous year[24] - The income tax expense for the period was SGD 485,458, marginally higher than SGD 483,000 in the same period last year[25] - Administrative expenses remained consistent at approximately SGD 7.2 million and SGD 7.3 million for the respective periods[48] Strategic Focus and Future Plans - The company plans to focus on market expansion and new product development in the upcoming quarters[5] - The company is focused on long-term goals, including expanding its transportation fleet and enhancing value-added services to create a favorable environment for future growth[39] - The company aims to maintain a prudent cost management strategy while seeking partnerships to enhance competitive advantages amid external challenges such as diesel price fluctuations and labor cost pressures[39] - The group expects to enhance transparency in logistics operations and improve funding access to support expansion plans and strengthen market position[38] - The company is engaged in strategic acquisitions and investments, as indicated by the cash flows related to potential strategic acquisitions[11] Employee and Shareholder Information - As of June 30, 2024, the company had a total of 228 employees, an increase from 221 employees as of December 31, 2023[58] - As of June 30, 2024, Mr. Huang holds 937,500,000 shares, representing 75% of the issued share capital of the company[70] - Mirana Holdings, owned entirely by Mr. Huang, is the direct shareholder of the company, holding 937,500,000 shares, which also accounts for 75% of the issued share capital[74] - Ms. Liyani, as Mr. Huang's spouse, is deemed to have an interest in the 937,500,000 shares held by Mr. Huang, also representing 75% of the issued share capital[74] - The company has not established any share option schemes as per the listing rules[75] - No share awards have been granted or agreed to be granted under the share award scheme as of June 30, 2024[76] Compliance and Governance - The company has maintained its accounting policies consistent with those applied in the previous financial year, ensuring comparability in financial reporting[13] - The audit committee has reviewed and approved the unaudited consolidated financial statements for the six months ending June 30, 2024, confirming compliance with applicable accounting standards and regulations[69] - The company has no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures as of June 30, 2024[56] - The company has no capital commitments or contingent liabilities as of June 30, 2024[59] - The company has no foreign currency hedging policy but adopts a conservative approach to manage foreign currency risks[54]

Revenue and Profitability - Revenue for the six months ended June 30, 2024, was SGD 31,443,294, a slight decrease of 1.06% compared to SGD 31,780,569 for the same period in 2023[1] - Gross profit for the same period was SGD 10,272,157, down from SGD 10,702,228, reflecting a decrease of 4.02%[1] - The pre-tax profit for the period was SGD 3,745,406, an increase of 5.74% from SGD 3,542,229 in 2023[1] - Basic and diluted earnings per share rose to SGD 0.26, up from SGD 0.24, representing an increase of 8.33%[1] - Total revenue for the group was SGD 31,443,294 in 2024, slightly down from SGD 31,780,569 in 2023, a decrease of 1.1%[9] - The group's profit before tax increased to SGD 3,745,406 in 2024 from SGD 3,542,229 in 2023, an increase of 5.7%[9] - Net profit increased from approximately SGD 3.1 million for the six months ended June 30, 2023, to approximately SGD 3.3 million for the same period in 2024, with net profit margin rising from 9.7% to 10.5%[34] Income and Expenses - Other income increased significantly to SGD 952,151, compared to SGD 417,702 in the previous year, marking a growth of 128.73%[1] - Other income rose significantly to SGD 952,151 in 2024 from SGD 417,702 in 2023, an increase of 128.7%[10] - Other income recorded for the six months ended June 30, 2023, and 2024 was approximately SGD 0.4 million and SGD 1.0 million respectively, primarily driven by additional government subsidies and increased interest income from fixed deposits[30] - Administrative expenses remained consistent at approximately SGD 7.2 million and SGD 7.3 million for the six months ended June 30, 2023, and 2024 respectively[32] - Employee costs totaled approximately SGD 5.6 million for the six months ended June 30, 2024, compared to SGD 5.4 million for the same period in 2023, with a total of 228 employees as of June 30, 2024[39] Assets and Liabilities - Total assets as of June 30, 2024, were SGD 71,146,822, a slight decrease from SGD 71,463,677 at the end of 2023[2] - Net assets increased to SGD 52,854,047 from SGD 49,594,099, reflecting a growth of 4.56%[3] - Total liabilities decreased to SGD 18,292,775 from SGD 21,869,578, a reduction of 16.92%[3] - The company reported a net cash position of SGD 30,602,988, up from SGD 22,794,266, showing an increase of 34.38%[2] - As of June 30, 2024, trade payables increased to SGD 1,581,480, up from SGD 1,316,140 as of December 31, 2023, reflecting a growth of 20.1%[19] Revenue Breakdown by Service - Revenue from truck transportation services increased to SGD 12,124,000 in 2024 from SGD 11,043,779 in 2023, representing a growth of 9.8%[9] - Revenue from freight forwarding services rose to SGD 13,676,497 in 2024 compared to SGD 12,304,874 in 2023, marking an increase of 11.2%[9] - Revenue from value-added transportation services decreased to SGD 5,642,797 in 2024 from SGD 8,431,916 in 2023, a decline of 33.1%[9] - Revenue from truck transportation services increased by SGD 1.1 million or 9.8%, reaching SGD 12.1 million for the six months ended June 30, 2024, compared to SGD 11.0 million for the same period in 2023[25] - Freight forwarding service revenue rose by SGD 1.4 million or 11.4%, totaling SGD 13.7 million for the six months ended June 30, 2024, up from SGD 12.3 million in 2023[26] - Value-added transportation service revenue decreased by SGD 2.8 million or 33.1%, falling to SGD 5.6 million for the six months ended June 30, 2024, from SGD 8.4 million in 2023[27] Strategic Plans and Management - The company plans to enhance logistics transparency and improve funding methods to support expansion plans and strengthen market position[21] - The company aims to expand its transportation fleet and enhance value-added services to create a favorable environment for future business growth[22] - The company is focused on prudent cost management while seeking partnerships to enhance competitive advantages amid external challenges[23] - The company has adopted a conservative approach to foreign currency management, with no foreign currency hedging policy currently in place[37] Corporate Governance and Compliance - The company has complied with the corporate governance code, with no significant deviations reported[45] - The audit committee has reviewed the unaudited consolidated financial statements for the six months ending June 30, 2024, and found no discrepancies[47] - The company is committed to effective leadership and management of the board to ensure shareholder benefits[45] - The company has maintained sufficient public float as per listing rules up to June 30, 2024[46] - There have been no major events affecting the group since the last announcement[43] - The company has not engaged in any purchase, sale, or redemption of its listed securities during the reporting period[45] Dividends and Financial Reporting - The group did not declare any dividends for the six months ended June 30, 2024, and 2023[15] - The company did not recommend an interim dividend for the six months ended June 30, 2024, consistent with the previous year[35] - The interim financial results for the six months ending June 30, 2024, will be published in due course[47]

Financial Performance - The company reported a profit of approximately SGD 4.6 million for the year ended December 31, 2022, representing a growth of about 58.6% compared to SGD 2.9 million for the year ended December 31, 2021[6]. - Revenue increased by approximately 6.1% from about SGD 57.0 million for the year ended December 31, 2022, to about SGD 60.5 million for the year ended December 31, 2023[16]. - Truck transportation service revenue remained stable at approximately SGD 20.3 million and SGD 20.0 million for the years ended December 31, 2022, and 2023, respectively[17]. - Freight forwarding service revenue decreased by approximately SGD 1.7 million or 6.0% from SGD 28.3 million in 2022 to SGD 26.6 million in 2023, primarily due to a decline in import and export freight rates[18]. - Value-added transportation service revenue increased by SGD 5.4 million or 63.5% from SGD 8.5 million in 2022 to SGD 13.9 million in 2023, driven by increased storage and rental fees due to limited warehousing space in Singapore[19]. - Gross profit increased by approximately SGD 1.0 million or 5.5% from SGD 18.2 million in 2022 to SGD 19.2 million in 2023, attributed to a significant increase in service demand post-COVID-19[21]. - The gross margin for the year ended December 31, 2023, was approximately 31.7%, slightly down from 31.9% in 2022, with truck transportation service gross margin decreasing from 31.5% to 29.3% due to increased competition[22]. - Net profit decreased by approximately SGD 1.2 million from SGD 4.6 million in 2022 to SGD 3.4 million in 2023, with the net profit margin declining from about 8.1% to 5.7%[29]. Operational Developments - The company completed the acquisition of 70% of Resolute Solutions on July 15, 2022, which is expected to enhance its logistics services and reduce costs by integrating in-house services[11]. - As of December 31, 2023, the company operates a fleet of 53 prime movers, 465 trailers, and 19 flatbed trucks, along with three warehouses totaling approximately 81,323 square meters[12]. - The company aims to expand its logistics business and improve funding methods to strengthen its market position[12]. - The company is focused on enhancing value-added transportation services and expanding into warehousing to create a favorable environment for future growth[13]. - The company is committed to sustainable growth by increasing warehouse capacity and providing integrated supply chain solutions[13]. - The company expects to maintain stable performance in the face of macroeconomic uncertainties and is prepared for potential impacts from inflation and interest rate increases[13]. - The company is positioned to benefit from growth opportunities as the global economy recovers from the COVID-19 pandemic[6]. Cost Management and Financial Health - The company emphasizes prudent cost management and seeks partnerships to enhance its competitive advantage amid external pressures such as diesel prices and labor costs[15]. - Administrative expenses rose from approximately SGD 13.2 million in 2022 to SGD 15.0 million in 2023, primarily due to increased depreciation and rental costs for office equipment and foreign employee accommodations[27]. - Other income increased from approximately SGD 0.6 million in 2022 to SGD 1.1 million in 2023, mainly related to government subsidies[23]. - As of December 31, 2023, the company's cash and bank balances were approximately SGD 22.8 million, up from SGD 10.3 million on December 31, 2022[34]. - The company had fixed deposits maturing in over three months of approximately SGD 4.0 million as of December 31, 2023, down from SGD 14.4 million in 2022[34]. - The company's debt ratio increased to approximately 31.3% as of December 31, 2023, compared to 22.7% on December 31, 2022, primarily due to increased lease liabilities from new logistics facilities[35]. - The total employee cost for the year ended December 31, 2023, was approximately SGD 12.3 million, compared to SGD 11.7 million in 2022[41]. Corporate Governance - The company has adopted all provisions of the corporate governance code as outlined in the Hong Kong Stock Exchange Listing Rules, except for provision C.2.1[63]. - The company is committed to achieving high standards of corporate governance to protect shareholder interests and enhance company value[63]. - The management team has extensive experience in logistics, accounting, and financial management, with key members having over 29 years and 31 years of experience respectively[60][53]. - The company has a dedicated operations director responsible for managing operations and driver management, with over 29 years of experience in the logistics industry[60]. - The market director has over 18 years of experience in logistics and is responsible for strategic direction, sales, and performance review[61]. - The independent non-executive directors bring a wealth of experience in accounting, auditing, and financial services, enhancing the board's expertise[53][56][57]. - The company has a strong focus on corporate governance and compliance, ensuring adherence to regulatory standards[63]. - The company has a diverse management team with backgrounds in logistics, finance, and corporate governance, contributing to its strategic direction[60][61][62]. - The company has established a corporate secretary role to assist with professional corporate governance matters, ensuring compliance with regulations[62]. - The independent non-executive directors have held significant positions in reputable firms, adding credibility to the company's governance structure[53][56][57]. - The board consists of two executive directors and three independent non-executive directors, ensuring a balanced governance structure[67]. - The company held four board meetings in 2023, reviewing financial performance for the fiscal year ending December 31, 2022, and the six months ending June 30, 2023[68]. - Independent non-executive directors confirmed their independence in accordance with listing rules, ensuring compliance with corporate governance standards[71]. - The company has adopted a board diversity policy, considering factors such as gender, age, and professional experience in selecting board candidates[74]. - The board has established committees to oversee management functions and ensure compliance with governance regulations[65]. - Training materials covering various topics, including ongoing responsibilities and related transactions, were provided to directors during the fiscal year[69]. - The company has a policy in place for directors' securities trading, ensuring adherence to established standards[73]. - The chairman and CEO roles are held by the same individual, which the board believes is in the best interest of effective management[71]. - The independent non-executive directors have an initial term of three years, subject to re-election at least once every three years[72]. - The board is committed to regular reviews of its governance practices to ensure alignment with best practices and regulatory requirements[65]. - The company aims to achieve at least one female board member and a minimum of 10% female representation by the end of 2024[78]. - The company has established a remuneration committee to oversee the compensation policies for all directors and senior management, ensuring transparency and alignment with market standards[82]. - The nomination committee will strive to identify and recommend suitable female candidates for the board within three years of the listing date[78]. - The company recognizes the need for gender diversity on the board, as currently all members are male, and is committed to improving this situation[77]. - The remuneration committee held two meetings in the fiscal year ending December 31, 2023, to discuss compensation proposals for executive directors and senior management[80]. - The company will provide career development opportunities for female employees and ensure gender diversity in recruitment for senior positions[78]. - The nomination committee is responsible for reviewing the board's structure and composition, and assessing the independence of non-executive directors[83]. - The company has adopted a director remuneration policy aimed at retaining and attracting high-quality talent to oversee its business and development[82]. - The nomination committee will evaluate candidates based on their qualifications, experience, and the time they can commit to the role[83]. - The company will ensure that any director resigning will be reviewed for their overall contribution and performance before recommending reappointment[85]. - The board of directors must include independent directors as per listing rules, and the nomination committee has adopted a diversity policy for the board[88]. Risk Management and Compliance - The audit committee held four meetings during the year ended December 31, 2023, to review financial statements and audit matters[95]. - The company confirmed that it is responsible for preparing financial statements that fairly reflect its financial position in accordance with applicable accounting standards[97]. - The external auditor, KPMG, was appointed for the year ended December 31, 2023, with audit fees amounting to SGD 227,985[99]. - The company has established a robust internal control system and risk management framework to protect shareholder interests and assets[101]. - The risk management system aims to ensure the integrity and continuity of services provided by the company[102]. - The board reviews the effectiveness of the risk management and internal control systems at least annually[104]. - The company has no internal audit function but has engaged external consultants to review the effectiveness of its risk management and internal control systems annually[104]. - The company has a clear process for handling and disclosing inside information in compliance with regulatory guidelines[102]. - The group faced no significant or systemic non-compliance with relevant laws and regulations during the fiscal year ending December 31, 2023[117]. Shareholder Engagement and Communication - The company encourages shareholder participation in decision-making processes and has established a communication policy to ensure timely information dissemination[107]. - The company’s headquarters is located in Singapore, with a primary business location in Hong Kong[114]. - The board of directors includes executive and independent non-executive members, with certain directors eligible for re-election at the upcoming annual general meeting[124]. - The company’s subsidiary details are provided in the financial statements for the fiscal year ending December 31, 2023[121]. - As of December 31, 2023, the company has issued 1,250,000,000 shares, with Mr. Huang Chun-Hsing holding 937,500,000 shares, representing 75% of the total issued share capital[128]. - Mirana Holdings Limited, wholly owned by Mr. Huang, is the direct shareholder of the company, holding 937,500,000 shares, which also accounts for 75% of the total issued shares[131]. - The company has no management or administrative contracts that involve any significant part of its business as of December 31, 2023[127]. - The ongoing related party transactions include the R&S Master Service Agreement and JH Master Service Agreement, both renewed for the period from January 1, 2023, to December 31, 2025[135]. - The total value of the ongoing related party transactions is less than HKD 10,000,000, with a combined percentage rate exceeding 5% but less than 25%[136]. - The company has received approval from the Stock Exchange to exempt strict compliance with certain announcement requirements related to ongoing related party transactions, provided the total transaction value does not exceed the specified annual cap[136]. - Independent non-executive directors have reviewed the ongoing related party transactions, confirming they are conducted in the ordinary course of business and on normal commercial terms[136]. - The company has no significant interests in any major transactions, arrangements, or contracts involving directors or entities connected to directors as of December 31, 2023[132]. - There are no known persons with interests in the company's shares or related shares that require disclosure under the Securities and Futures Ordinance as of December 31, 2023[131]. - The auditor has issued an unqualified opinion regarding the ongoing related party transactions, confirming compliance with relevant regulations[137]. Employee Relations and Development - The company maintains good relationships with employees, providing salaries, bonuses, and other allowances based on qualifications, positions, and seniority[167]. - The company has a mechanism in place for annual performance reviews to determine salary increases, bonuses, and promotions for employees[167]. - The company participates in the Central Provident Fund scheme, a comprehensive social security system for Singapore citizens and permanent residents, with no other pension plans involved for the year ending December 31, 2023[142]. Environmental, Social, and Governance (ESG) - The company has established an environmental, social, and governance (ESG) working group to collect relevant data for its ESG report[190]. - The board is responsible for overseeing the company's ESG strategy, management, performance, and reporting[191]. - The ESG report has been prepared in accordance with the guidelines set out in the Hong Kong Stock Exchange's Main Board Listing Rules Appendix C2[193]. - The company has set environmental goals and implemented the latest ESG-related policies and guidelines[191]. - The group emphasizes the importance of stakeholder feedback on its operations and ESG (Environmental, Social, and Governance) issues, engaging with key stakeholders through various communication channels[198]. - The ESG report covers the group's operations in Singapore, focusing on truck transportation, freight forwarding, and value-added transportation services, which are the main sources of revenue[195]. - The group conducted a materiality assessment to identify significant ESG issues relevant to its business and stakeholders, ensuring alignment with sustainability goals[200].

Financial Performance - Total revenue for the year ended December 31, 2023, was SGD 60,481,361, representing an increase of 4.3% from SGD 57,035,967 in 2022[3] - Gross profit for the same period was SGD 19,167,568, up from SGD 18,160,543, indicating a gross margin improvement[3] - Net profit for the year was SGD 3,442,844, a decrease of 24.6% compared to SGD 4,565,566 in 2022[3] - Basic and diluted earnings per share decreased to SGD 0.27 from SGD 0.36, reflecting a decline of 25%[3] - The group's pre-tax profit decreased to SGD 4,490,819 in 2023 from SGD 5,552,681 in 2022, a decline of approximately 19.14%[19] - The company's profit attributable to owners for the year 2023 was SGD 3,426,958, a decrease of 24.6% from SGD 4,539,208 in 2022[37] - Net profit decreased from approximately SGD 4.6 million in 2022 to SGD 3.4 million in 2023, with the net profit margin dropping from about 8.1% to 5.7%[73] Revenue Breakdown - Revenue from truck transportation services decreased to SGD 19,981,341 in 2023 from SGD 20,299,616 in 2022, a decline of approximately 1.57%[19] - Revenue from freight forwarding services decreased to SGD 26,621,653 in 2023 from SGD 28,281,681 in 2022, a decline of approximately 5.86%[19] - Revenue from value-added transportation services increased significantly to SGD 13,878,367 in 2023 from SGD 8,454,670 in 2022, an increase of approximately 64.8%[19] - Total revenue from external customers for the fiscal year 2023 was SGD 60,481,361, compared to SGD 57,035,967 in 2022, representing an increase of approximately 4.29%[19] Assets and Liabilities - Total assets as of December 31, 2023, were SGD 41,762,277, slightly down from SGD 42,045,336 in 2022[4] - Non-current assets increased to SGD 29,701,400 from SGD 22,936,024, showing a growth of 29.5%[4] - Current liabilities decreased to SGD 12,139,647 from SGD 11,689,331, indicating a reduction of 3.8%[5] - Net assets increased to SGD 49,594,099 from SGD 46,151,255, reflecting a growth of 5.3%[5] - Trade payables decreased from SGD 2,424,032 in 2022 to SGD 1,316,140 in 2023, reflecting a significant reduction in liabilities[16] Expenses - Administrative expenses rose to SGD 15,051,605 from SGD 13,234,466, marking an increase of 13.7%[3] - Financing costs rose significantly to SGD 753,241 in 2023 from SGD 170,045 in 2022, an increase of approximately 342.4%[28] - The gross profit margin for the years ended December 31, 2022, and 2023 was approximately 31.9% and 31.7%, respectively, with a decline in the gross profit margin for truck transportation services from 31.5% to 29.3% due to intensified competition[64][66] Cash Flow and Capital Expenditures - As of December 31, 2023, the company had cash and bank balances of approximately SGD 22.8 million, up from SGD 10.3 million in 2022[77] - The company made capital expenditures of SGD 17,234,493 in 2023, compared to SGD 11,273,477 in 2022, marking a significant increase of 53%[39] - The group's capital commitments for the acquisition of properties, plants, and equipment amounted to approximately SGD 17.1 million as of December 31, 2023, significantly up from SGD 0.8 million in 2022[89] Strategic Initiatives - The company anticipates continued growth in its operations and is focusing on strategic acquisitions to enhance market presence[45] - The company is focused on expanding its logistics business and enhancing value-added transportation services to create a favorable environment for future growth[56] - The company is exploring potential mergers and acquisitions to strengthen market position[106] - The company plans to increase transparency in logistics operations and improve funding methods to support expansion plans and strengthen market position[55] Governance and Compliance - The audit committee, composed of three independent non-executive directors, reviewed the audited financial statements for the year ended December 31, 2023, with no objections raised[102] - The company has adopted the corporate governance code and confirmed compliance with all relevant provisions up to December 31, 2023[98] - The group has no significant contingent liabilities as of December 31, 2023, consistent with the previous year[90] Employee and Operational Metrics - As of December 31, 2023, the company had a total employee cost of approximately SGD 12.3 million, an increase from SGD 11.7 million in 2022, with a total of 223 employees compared to 190 in the previous year[86] - The company operates a fleet of 53 prime movers, 465 trailers, and 19 flatbed trucks, along with two front-end loaders and three excavators, supporting its logistics operations[53]

目 錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 中期簡明綜合損益及其他全面收益表 | 4 | | 中期簡明綜合財務狀況表 | 5 | | 中期簡明綜合權益變動表 | 7 | | 中期簡明綜合現金流量表 | 8 | | 中期簡明綜合財務報表附註 | 9 | | 管理層討論及分析 | 20 | | 其他資料 | 29 | 頁次 公司資料 董事會 執行董事 黃春興先生 （主席及行政總裁） 黃康福先生 獨立非執行董事 楊德泉先生 何永深先生 趙家凱先生 審核委員會 楊德泉先 生（主席） 何永深先生 趙家凱先生 薪酬委員會 何永深先生 （主席） 楊德泉先生 趙家凱先生 黃康福先生 提名委員會 趙家凱先生 （主席） 楊德泉先生 何永深先生 黃康福先生 公司秘書 文潤華先生 （ACG, HKACG） 授權代表 黃康福先生 文潤華先生 註冊辦事處 Windward 3, Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands 新加坡總部及主要營業地點 7 Keppel Road, #3-20/21/22/23 ...