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守益控股(02227) - 2021 - 中期财报
2021-09-20 08:50
Financial Performance - For the six months ended June 30, 2021, the company's revenue increased by 160.0% to approximately SGD 6.5 million, compared to SGD 2.5 million in the same period last year[27]. - Gross profit improved from a loss of approximately SGD 0.4 million to a profit of approximately SGD 1.3 million, resulting in a gross profit margin of 19.3%[31]. - The net loss for the period was reduced to SGD 0.3 million from SGD 2.2 million in the previous year, representing an 86.4% improvement[31]. - The company reported a loss per share of SGD 0.03, compared to SGD 0.24 in the same period last year, marking an 87.5% improvement[31]. - Total comprehensive loss for the period was SGD (261,000), a reduction from SGD (2,184,000) in the prior year[84]. - The company incurred a loss before tax of SGD (264,000) for the six months ended June 30, 2021, compared to a loss of SGD (2,157,000) in the previous year[84]. - The company reported a revenue of SGD 6,538,000 for the six months ended June 30, 2021, a significant increase of 161% compared to SGD 2,505,000 for the same period in 2020[128]. Project and Contract Information - The company has ten ongoing projects with a total contract value of approximately SGD 81.8 million, of which approximately SGD 19.6 million has been recognized as revenue[29]. - Three new projects were awarded during the six months ended June 30, 2021, with a total contract value of approximately SGD 35.0 million[30]. - The company expects to recognize SGD 62,202,000 in revenue from contracts with remaining performance obligations within one to two years[131]. Market Conditions - The construction demand in Singapore is projected to be between SGD 23 billion and SGD 28 billion for 2021, an increase from SGD 19.5 billion in 2020[26]. - The company is adopting a more cautious approach to new project tenders due to uncertainties in the construction market and potential supply chain disruptions[26]. Cost and Expenses - Service costs increased by approximately SGD 2.4 million or 82.8% to about SGD 5.3 million for the six months ended June 30, 2021, consistent with revenue growth[35]. - Administrative expenses decreased by approximately SGD 0.4 million or 16.7% to about SGD 2.0 million, attributed to the recovery of business activities[39]. - Other income decreased by approximately SGD 0.2 million or 28.6% to about SGD 0.5 million due to reduced government grants and interest income[37]. Financial Position - As of June 30, 2021, the company had cash and bank balances of approximately SGD 17.3 million, up from SGD 16.6 million as of December 31, 2020[43]. - The current ratio and debt-to-equity ratio were approximately 2.6 times and 0%, respectively, indicating a stable financial position[43]. - The company reported a total liability of SGD 7,563,000, down from SGD 7,886,000 at the end of 2020[88]. - The company's net asset value decreased to SGD 51,818,000 from SGD 52,079,000 at the end of 2020[88]. Shareholder Information - As of June 30, 2021, the total equity held by directors and senior executives in the company was 549,792,000 shares, representing 60.05% of the issued voting shares[65]. - The company maintains a public float of at least 25% of its total issued shares as per listing rules[80]. - The company did not repurchase any shares during the reporting period, nor did it buy or sell any of its shares[64]. Governance and Compliance - The audit committee consists of three independent non-executive directors, ensuring compliance with applicable accounting standards[79]. - The company has adhered to corporate governance standards as outlined in the listing rules[76]. - No significant matters affecting the group's business or financial performance were noted post-reporting period[81]. Employee and Management Costs - Employee costs totaled approximately SGD 2.7 million, compared to SGD 2.5 million for the six months ended June 30, 2020[50]. - The remuneration for key management personnel for the six months ended June 30, 2021, was SGD 597,000, a decrease of 6.7% from SGD 640,000 in the same period of 2020[164]. - The employer's contribution to the defined contribution plan was SGD 20,000 for the six months ended June 30, 2021, compared to SGD 26,000 in the same period of 2020, reflecting a 23.1% decrease[164].
守益控股(02227) - 2020 - 年度财报
2021-04-28 09:58
SOLIS HOLDINGS LIMITED 守益控股有限公司 SOLIS HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability) Stock Code: 2227 ANNUAL REPORT 2020 ANNUAL REPORT 2020 年報 SOLIS HOLDINGS LIMITED (於開曼群島註冊成立的有限公司) 股份代號:2227 年 報 2020 目錄 目錄 公司資料 2 主席報告 4 管理層討論及分析 5 本公司董事及高層管理人員履歷詳情 11 董事會報告 16 企業管治報告 28 環境、社會及管治報告 45 獨立核數師報告 67 合併損益及其他全面收益表 73 合併財務狀況表 74 合併權益變動表 75 合併現金流量表 76 合併財務報表附註 78 五年財務概要 138 01 守益控股有限公司 • 2020年年報 公司資料 公司資料 執行董事 鄭湧華先生(主席) 張瑞清先生(於二零二零年六月二十三日獲重新委任) 陳凱犇先生(於二零二零年十月十五日獲委任) 梁乾原先生(於二零二零年六月十九日辭任 ...
守益控股(02227) - 2020 - 中期财报
2020-09-22 02:59
Financial Performance - For the six months ended June 30, 2020, the company's revenue decreased by 81.6% to approximately SGD 2.5 million, down from SGD 13.6 million in the same period last year[23]. - The gross loss for the same period was approximately SGD 0.4 million, a decrease of about SGD 1.8 million or 128.6% compared to a gross profit of SGD 1.4 million in the previous year[23]. - The net loss for the six months ended June 30, 2020, was SGD 2.3 million, compared to a net loss of SGD 0.8 million in the prior year, representing an increase of 187.5%[26]. - The gross loss margin for the six months ended June 30, 2020, was -16.0%, compared to a gross profit margin of 10.3% in the previous year, reflecting a decline of 26.3 percentage points[26]. - The company reported a loss per share of SGD 0.25 for the six months ended June 30, 2020, compared to SGD 0.10 in the same period last year, an increase of 156.7%[26]. - The company incurred a loss before tax of SGD 2,319,000 for the six months ended June 30, 2020, compared to a loss of SGD 829,000 in the prior year, reflecting a deterioration in financial performance[107]. - The company reported a total loss attributable to owners of SGD (2,319,000) for the six months ended June 30, 2020, compared to SGD (829,000) in 2019, resulting in a basic and diluted loss per share of SGD (0.25) compared to SGD (0.10) in 2019[143]. - The company reported a pre-tax loss of SGD 2,319,000 for the six months ended June 30, 2020, compared to a loss of SGD 829,000 in the same period of 2019, indicating a significant increase in losses[114]. Revenue and Contracts - The company had eight ongoing projects as of June 30, 2020, with a total contract value of approximately SGD 47.4 million, of which about SGD 10.1 million was recognized as revenue[26]. - Two new projects were secured during the six months ended June 30, 2020, with a total contract value of approximately SGD 18.6 million, expected to commence in July and September 2020 respectively[27]. - The company expects to recognize revenue from unfulfilled contracts within one to two years, with a transaction price allocated to unfulfilled performance obligations of SGD 37,302,000 for the six months ended June 30, 2020, compared to SGD 7,539,000 in 2019[136]. - Revenue from major customers exceeding 10% of total revenue includes Customer A with SGD 485,000 and Customer E with SGD 1,516,000 for the six months ended June 30, 2020[135]. - The company reported total revenue from electromechanical system installation of SGD 2,505,000 for the six months ended June 30, 2020, down from SGD 13,627,000 in the same period of 2019, representing a decline of approximately 81.6%[132]. Economic Context - The construction industry in Singapore experienced a significant decline of 59.3% year-on-year in the second quarter of 2020, exacerbated by COVID-19 related restrictions[21]. - The Singapore economy contracted by 13.2% year-on-year in the second quarter of 2020, indicating severe economic challenges due to the pandemic[21]. Cost Management - Service costs decreased by approximately SGD 9.3 million or 76.2% to about SGD 2.9 million for the six months ended June 30, 2019, consistent with the decline in revenue[38]. - Employee costs totaled approximately SGD 2.5 million, down from about SGD 3.9 million for the six months ended June 30, 2019, with a total of 178 employees[57]. - Total employee costs for the six months ended June 30, 2020, were SGD 2,518,000, down from SGD 3,876,000 in 2019, indicating a reduction in workforce expenses[142]. - Administrative expenses decreased by approximately SGD 0.2 million or 7.7% to about SGD 2.4 million, mainly due to reduced rental expenses for dormitories used for foreign workers[42]. - Financing costs were zero SGD due to the repayment of bank loans and the expiration of vehicle financing leases[43]. Cash Flow and Liquidity - As of June 30, 2020, the group had cash and bank balances of approximately SGD 15.8 million and undrawn bank financing of about SGD 6.8 million[48]. - The company’s cash flow statement reflects a significant reduction in cash and cash equivalents, indicating potential liquidity challenges[155]. - Cash and cash equivalents decreased by SGD 5,383,000, compared to an increase of SGD 739,000 in the previous year[116]. - The company’s cash and cash equivalents at the end of the period stood at SGD 10,571,000, down from SGD 19,066,000 at the end of the previous year[116]. - Operating cash flow before changes in working capital was negative SGD 2,039,000, worsening from negative SGD 694,000 year-on-year[114]. - Net cash generated from operating activities was SGD 1,656,000, down from SGD 2,432,000 in the previous year, reflecting a decline of approximately 31.8%[114]. Corporate Governance - The company has established an audit committee to oversee financial reporting and risk management, ensuring compliance with applicable accounting standards[104]. - The audit committee consists of three independent non-executive directors, enhancing corporate governance standards[104]. - The company has maintained high standards of corporate governance to protect shareholder interests and enhance accountability[99]. - The company has complied with all applicable principles and code provisions of the corporate governance code during the reporting period[100]. - No known conflicts of interest or competition from directors or major shareholders during the reporting period[98]. Shareholder Information - HMK holds 529,792,000 shares, representing 57.86% of the company's voting shares[92]. - Mrs. Zheng, as the spouse of Mr. Zheng, is deemed to hold 549,792,000 shares, accounting for 60.05% of the voting shares[92]. - Bao Xin Credit Limited holds 519,792,000 shares, which is 56.77% of the voting shares[92]. - The shares held by HMK are subject to a mortgage agreement as collateral for loans, indicating potential risks related to ownership[96]. - The company maintained a public float of at least 25% of its issued shares as required by listing rules[105]. Other Financial Information - The company has not applied any new or revised International Financial Reporting Standards that would have a significant impact on its financial performance or disclosures in the foreseeable future[122]. - The company has not disclosed any new product developments or market expansion strategies in the current report[106]. - There were no significant matters related to the group's business or financial performance noted by the board after the reporting period[106]. - The company has no convertible securities, resulting in basic and diluted loss per share being the same[144]. - The company has not recognized any impairment losses for trade receivables as of June 30, 2020, based on the assessment of credit risk[150].
守益控股(02227) - 2019 - 年度财报
2020-04-28 22:26
Market Conditions - The construction market in Singapore continues to decline, with a reported growth of only 2.8% in the construction industry, an improvement from a 3.5% decline in 2018[31]. - The overall business environment is expected to remain challenging in the short term, with continued volatility in the Singapore construction market[28]. - The company anticipates continued pressure on contract amounts and increased operational costs in the competitive local construction market[33]. Financial Performance - The company experienced significant financial losses due to intensified competition and economic uncertainty, impacting overall performance[28]. - The profitability of recently won projects has decreased by 50% to 70% compared to previous fiscal years, driven by lower bidding prices[32]. - The company's revenue for the year ended December 31, 2019, increased by 4.7% to approximately SGD 19.9 million, compared to SGD 19.0 million in the previous fiscal year[34]. - The gross loss decreased significantly to approximately SGD 2.4 million, a decline of 139.3% from a gross profit of approximately SGD 6.1 million in the previous year[34]. - The gross profit margin fell sharply from approximately 32.1% in the previous year to about (12.1%) in the current year[41]. - The company recorded a net loss of approximately 7.6 million SGD for the year, a decrease of about 8.3 million SGD compared to a net profit of approximately 0.7 million SGD in 2018[54]. - The revenue from the top five customers accounted for approximately 86.0% of total revenue in the current year, up from 76.0% in 2018[124]. - The company reported a distributable reserve of approximately SGD 22,311,000 as of December 31, 2019, compared to SGD 22,838,000 in 2018[130]. Cost Management and Strategy - The company aims to optimize its cost structure and pricing strategies to mitigate the impact of tightening profit margins[28]. - Service costs increased by approximately 72.9% to about SGD 22.3 million, up from approximately SGD 12.9 million in the previous year[47]. - The company plans to enhance competitiveness and improve profit margins through skill upgrades and the adoption of innovative technologies[33]. - The company plans to retain senior employees and develop project teams to maintain competitive advantages in a challenging market[28]. Project and Contract Management - The company completed six projects with a total contract value of approximately SGD 63.6 million during the year ended December 31, 2019[36]. - As of December 31, 2019, there were four ongoing projects with a total contract value of approximately SGD 20.9 million, of which approximately SGD 7.6 million was recognized as revenue[37]. - The company secured two new contracts during the year with a total contract value of approximately SGD 9.9 million, and an additional contract worth SGD 6.9 million was obtained after the fiscal year-end[39]. - The contribution from public sector projects increased from approximately SGD 8.0 million to about SGD 10.3 million, while private sector project contributions decreased from SGD 11.0 million to SGD 9.6 million[43]. Human Resources and Employee Management - The company plans to expand its internal capabilities by hiring project managers, engineers, and workers, although business expansion plans are currently on hold until sufficient projects are secured[72][80]. - The company has retained and hired certified personnel for Building Information Modeling (BIM) capabilities to enhance operational efficiency[82]. - The company emphasizes the importance of employee safety and has implemented health and safety procedures, including the use of prefabricated volumetric construction to reduce on-site work risks[135]. Acquisitions and Expansion - The company entered into a purchase agreement to acquire 49% of D.D. Resident Co. Ltd. in Thailand for HKD 58 million, which was completed on January 16, 2020[86]. - The acquisition aims to expand the company's operations into Thailand, mitigating regional operational risks from a weak market in Singapore[87]. - The company plans to enhance the performance of D.D. Resident Co. Ltd. through staff training and process improvements, expecting continuous profit contributions[87]. - The company has postponed its business expansion plans until sufficient projects are secured to support growth[82]. Governance and Compliance - The company confirmed compliance with all applicable principles and provisions of the corporate governance code during the year[199]. - The board of directors has formed a remuneration committee to establish the company's remuneration policy based on operational performance and market practices[168]. - The company has insurance coverage for directors and senior management to provide appropriate protection against liabilities incurred in the course of their duties[171]. Shareholding and Financial Structure - As of December 31, 2019, the company has a total of 519,792,000 shares held by HMK Investment Holdings Limited, representing 61.88% of the company's issued voting shares[179]. - The shareholding structure indicates that HMK is the beneficial owner of 519,792,000 shares, with Zheng Yonghua, Zheng Yongming, and Zheng Ruqing holding 90%, 6%, and 4% respectively[182]. - The company has established a share option scheme to incentivize eligible individuals and retain talent, with a nominal exercise price of HKD 1.00 per option[186]. - The company maintained a public float of at least 25% of its issued shares as required by listing rules[194]. Risk Management - The company faces significant risks due to the non-recurring nature of its projects, which may affect its ability to secure new contracts after current projects are completed[162]. - The company relies heavily on foreign workers, and any shortage or inability to retain them may adversely impact its operations and financial performance[165]. - The company has established policies to mitigate credit risk, including credit limit determination and monitoring procedures to ensure timely collection of receivables[163].
守益控股(02227) - 2019 - 中期财报
2019-09-25 08:36
Financial Performance - For the six months ended June 30, 2019, the company's revenue increased by 52.8% to approximately SGD 13.6 million, compared to SGD 8.9 million in the same period last year[43]. - Gross profit decreased from approximately SGD 3.4 million to about SGD 1.4 million, resulting in a gross margin decline from 38.2% to 27.9% due to increased subcontracting work on ongoing projects[44]. - The company recorded a loss of approximately SGD 0.8 million for the period, compared to a profit of SGD 1.2 million for the same period in 2018[66]. - Revenue increased by approximately SGD 4.7 million or 52.8% to SGD 13.6 million for the six months ended June 30, 2019, compared to SGD 8.9 million for the same period in 2018[56]. - Gross profit decreased by approximately SGD 2.0 million or 58.8% to SGD 1.4 million, with a gross margin of 10.3% compared to 38.2% in the previous year[61]. - The company incurred an operating loss before tax of SGD 829,000 for the period, compared to a profit of SGD 1,489,000 in the prior year, reflecting a significant downturn[149]. - The net loss for the period was SGD 829,000, compared to a profit of SGD 1,227,000 in the same period last year, marking a shift from profitability to loss[149]. - The total comprehensive loss for the period amounted to SGD 838,000, contrasting with a comprehensive income of SGD 1,230,000 in the previous year[149]. - Basic and diluted loss per share for the first half of 2019 was SGD (0.10), compared to earnings of SGD 0.19 per share in the same period of 2018[149]. Project and Contract Status - As of June 30, 2019, the company had seven ongoing projects with a total contract value of approximately SGD 48.0 million, of which about SGD 40.5 million was recognized as revenue[46]. - The company completed one project during the period with a total contract value of approximately SGD 24.5 million[45]. - No new contracts were secured in the competitive Singapore construction market during the six months ended June 30, 2019, but a new contract worth approximately SGD 6.8 million was obtained afterward[51]. - The ongoing projects are primarily in public facilities, private residential complexes, educational institutions, and healthcare sectors, with contract values ranging from SGD 2.9 million to SGD 12.7 million[50]. - The management noted delays in ongoing projects due to client schedules, but these delays are not expected to significantly impact the company's financial performance[50]. - The company remains focused on bidding for new projects to maintain competitiveness in the local construction market despite ongoing challenges[43]. - The company will continue to actively participate in new project tenders to secure more contracts and enhance its market position[43]. Financial Position and Cash Flow - Cash and bank balances amounted to approximately SGD 19.1 million as of June 30, 2019, compared to SGD 18.3 million as of December 31, 2018[68]. - Total interest-bearing borrowings were approximately SGD 45,000 as of June 30, 2019, down from approximately SGD 1.4 million as of December 31, 2018[68]. - The current ratio and debt-to-equity ratio were approximately 4.7 times and 0.1% respectively as of June 30, 2019[68]. - Operating cash flow generated was SGD 2,613 million, compared to SGD 7 million in the previous year, indicating a significant improvement[163]. - The company’s cash flow from financing activities was a net outflow of SGD 1,398 million, compared to SGD 267 million in the previous year[169]. Employee and Administrative Costs - As of June 30, 2019, the group had a total of 237 employees, with total employee costs amounting to approximately SGD 3.8 million, compared to SGD 3.7 million for the same period in 2018[78]. - Administrative expenses increased by approximately SGD 0.6 million or 30.0% to SGD 2.6 million, mainly due to increased manpower costs for the tender department[62]. Use of IPO Proceeds - As of June 30, 2019, the total amount of net proceeds from the IPO was approximately SGD 132.2 million, with SGD 11.1 million utilized[101]. - The planned use of net proceeds includes hiring personnel (SGD 3.7 million), purchasing machinery and equipment (SGD 1.3 million), and expanding internal capabilities (SGD 6.9 million)[106]. - The group plans to utilize all remaining net proceeds by December 31, 2020, based on the market conditions and new project awards[104]. - The group has temporarily suspended its business expansion plans until sufficient projects are secured[97]. - The group aims to enhance its internal capabilities by hiring project managers, engineers, and BIM-certified personnel[99]. Shareholder and Governance Information - The major shareholder HMK holds 519,792,000 shares, representing 61.88% of the total issued voting shares[124]. - The rights of directors and senior executives to purchase shares or bonds are not applicable during this period, and no arrangements have been made for them to benefit from such purchases[115]. - The company did not redeem any shares during the period, nor did it or any of its subsidiaries purchase or sell any of its shares[118]. - The company has no other interests or positions in shares or related securities as of June 30, 2019, apart from those disclosed[123]. - The company confirmed compliance with corporate governance codes throughout the reporting period[135]. - The audit committee was established to oversee financial reporting and risk management, consisting of three independent non-executive directors[137]. Market and Operational Insights - The company anticipates continued challenges and volatility in the mechanical and electrical industry in Singapore and the region over the next 12 months[43]. - The company has not issued any new strategies or products during the reporting period[125]. - There are no significant changes in user data or market expansion plans disclosed in the report[126]. - The company has not engaged in any mergers or acquisitions during the reporting period[127]. - All revenue is derived from operations in Singapore, where the company’s properties, plants, and equipment are also located[197]. Revenue Breakdown - Major customers contributing over 10% of total revenue included Customer A with SGD 3,369,000, Customer B with SGD 2,669,000, Customer C with SGD 2,625,000, and Customer D with SGD 2,550,000[191]. - The revenue from electromechanical system installation for the six months ended June 30, 2019, was SGD 13,627,000, compared to SGD 8,893,000 for the same period in 2018, representing a growth of approximately 53.5%[190]. - Other income for the six months ended June 30, 2019, included interest income of SGD 177,000, government grants of SGD 40,000, and total other income amounting to SGD 352,000[199].
守益控股(02227) - 2018 - 年度财报
2019-04-25 22:11
Market Conditions - The construction market in Singapore contracted by 3.4% in 2018, with a significant decline in public sector construction activities contributing to this downturn [10]. - The company anticipates continued volatility in the Singapore construction market, influenced by global economic conditions [11]. - The Singapore construction industry faced challenges due to government housing price control measures and the suspension of the Kuala Lumpur-Singapore High-Speed Rail project [10]. Financial Performance - The company's revenue decreased by 49.5% from approximately SGD 37.6 million in the previous fiscal year to about SGD 19.0 million for the year ended December 31, 2018 [16]. - Gross profit fell by 57.6% from approximately SGD 14.4 million to about SGD 6.1 million, with a gross margin decline of 6.2% from 38.3% to 32.1% [16][22]. - The net profit margin dropped by 87.0%, with net profit declining from approximately SGD 5.4 million to SGD 0.7 million [16]. - The company recorded a significant decline in earnings per share, falling by 89.3% from SGD 0.84 to SGD 0.09 [16]. - Revenue from private sector projects decreased from approximately SGD 26.8 million to about SGD 11.0 million, contributing 57.9% of total revenue in 2018 [18]. - Revenue from public sector projects slightly decreased from approximately SGD 10.8 million to about SGD 8.0 million, contributing 42.1% of total revenue in 2018 [19]. - The distributable reserves available to shareholders as of December 31, 2018, were approximately SGD 22,838,000, compared to SGD 23,137,000 in 2017 [81]. - The group made charitable donations totaling SGD 33,905 during the year, a decrease from SGD 104,407 in 2017 [86]. Project Management and Operations - The company has submitted six bids totaling approximately SGD 133.5 million, with ongoing bids amounting to about SGD 382.5 million [11]. - The number of ongoing projects as of December 31, 2018, was eight, with a total contract value of approximately SGD 76.8 million, of which about SGD 51.6 million has been recognized as revenue [13]. - The company is focused on developing its major customer and supplier partnerships and expanding new business opportunities [47]. - The company has adopted a cautious approach to manage operating costs and improve business efficiency in a competitive environment [6]. - The company aims to maintain competitiveness by actively participating in local construction projects and engaging directly with general contractors [11]. Cost Management - Management is focusing on cost control and operational efficiency improvements until the construction market recovers [11]. - Service costs decreased by 44.2% from approximately SGD 23.1 million to about SGD 12.9 million due to a reduction in the number of projects undertaken [21]. - Administrative expenses increased by 2.2% from approximately SGD 4.5 million to about SGD 4.6 million, primarily due to additional costs associated with being a listed company [23]. Shareholder and Governance - The group did not recommend the distribution of a final dividend for the year ended December 31, 2018 [28]. - The company has established a remuneration committee to formulate its remuneration policy based on operational performance and market practices [112]. - Directors' remuneration requires shareholder approval at the annual general meeting, with other remuneration determined by the board based on recommendations from the remuneration committee [113]. - The company has maintained indemnity provisions for directors and senior management, ensuring protection against liabilities incurred in the course of their duties [115]. - The board consists of six directors, including three executive directors and three independent non-executive directors [141]. Risk Management - The company faces significant risks due to the non-recurring nature of its projects, which may impact its financial performance if new projects are not secured [101]. - The company faces risks related to delayed payments or non-payment of receivables, which could significantly impact cash flow and working capital [102]. - The company has implemented policies to assess credit risk and determine credit limits for new customers to mitigate credit risk [102]. Human Resources - The majority of the company's workforce consists of foreign employees, and any shortage or increased costs related to foreign labor could adversely affect operations and financial performance [106]. - The company regularly evaluates its human resources to ensure sufficient labor is available to meet project needs [106]. Corporate Governance - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the listing rules [139]. - The board is responsible for leading and controlling the company, overseeing business strategy and performance [151]. - The company emphasizes the importance of diverse backgrounds and experiences among board members to enhance decision-making processes [182]. - The Nomination Committee evaluates potential board candidates based on various criteria, including qualifications, skills, experience, and diversity factors such as gender and age [176]. Audit and Compliance - The financial statements for the year were audited by Deloitte & Touche LLP [135]. - The audit committee engaged Baker Tilly Consultancy to review the internal control system's adequacy and effectiveness for the period from January 1, 2018, to December 31, 2018, and found no significant deficiencies [192]. - The company has outsourced its internal audit function and appointed an independent internal control consultant to assess overall internal controls [195].