香港交易及結算所有限公司及香港聯合交易所有限公司對本通告之內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 TOMO HOLDINGS LIMITED 萬 馬 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） (股份代號：6928) 股東週年大會通告 茲通告 萬 馬 控 股 有 限 公 司（「本公司」）謹 訂 於2025年6月13日（星 期 五）上 午 十 時 正 假座香港中環干諾道中13–14號歐陸貿易中心22樓 舉 行 股 東 週 年 大 會（「大 會」）， 藉 以 處 理 下 列 事 項： 作 為 普 通 事 項， (iii) 蔡丹義先生為非執行董事 – 1 – 1. 省 覽、考 慮 及 批 准 本 公 司 截 至2024年12月31日止年度的經審核財務報表以 及 本 公 司 董 事（「董 事」）會 報 告 及 核 數 師 報 告； 2. 重 選 本 公 司 下 列 退 任 董 ...

TOMO HOLDINGS LIMITED 萬 馬 控 股 有 限 公 司 (股份代號：6928) （於開曼群島註冊成立的有限公司） 發行及購回股份之一般授權、 重選董事、 續聘核數師及 股東週年大會通告 此乃要件 請即處理 首頁及封面內頁下半部分所用的詞彙與本通函「釋義」一節各自所界定者具有相同涵義。 閣下對本通函任何方面或應採取之行動如有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券 商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有萬馬控股有限公司（「本公司」）之股份，應立即將本通函連同隨附之 代表委任表格送交買主或承讓人，或送交經手買賣或轉讓之銀行、股票經紀或其他代理商，以便 轉交予買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不會就本通函全部或任何部份內容而產生或因倚賴該等 內容而引致之任何損失承擔任何責任。 | 釋義 1 | | --- | | 董事會函件 | | 緒言 3 | | 建議授出一般授權以發行及購回股份 4 | | 重選董事 4 | | 續聘核數師 5 | | 股東週年大 ...

Financial Performance - Total revenue for the year ended December 31, 2024, was SGD 2,831,000, a decrease of 68.8% compared to SGD 9,071,000 in 2023[3] - Gross profit increased to SGD 933,000, representing a 122.1% increase from SGD 420,000 in the previous year, with a gross margin of 32.9% compared to 4.6% in 2023[3] - The net loss for the year was SGD 2,630,000, a significant reduction of 75.1% from a loss of SGD 10,582,000 in 2023[3] - The company reported a total loss before tax of SGD 2,630,030 in 2024, compared to a loss of SGD 10,410,191 in 2023, indicating an improvement in financial performance[26] - The basic and diluted loss per share for 2024 was SGD 0.58, down from SGD 2.35 in 2023, reflecting a reduction in losses[32] Assets and Liabilities - Cash and cash equivalents decreased by 40.7% to SGD 4,929,000 from SGD 8,317,000 in 2023[3] - Total assets decreased by 23.4% to SGD 11,210,000 from SGD 14,638,000 in 2023[3] - Total liabilities decreased by 57.4% to SGD 592,000 from SGD 1,389,000 in 2023[3] - Total equity decreased by 19.9% to SGD 10,619,000 from SGD 13,249,000 in 2023[3] - The total assets of the company decreased to SGD 11,210,366 in 2024 from SGD 14,637,793 in 2023, a decline of approximately 23.5%[23] - The total liabilities decreased to SGD 591,794 in 2024 from SGD 1,389,191 in 2023, representing a reduction of about 57.5%[23] Revenue Segmentation - The total revenue for the automotive leather interior segment in 2024 was SGD 515,357, compared to SGD 515,021 in 2023, showing a slight increase[22] - The total revenue for the automotive electronic components segment increased significantly to SGD 2,071,094 in 2024 from SGD 1,577,178 in 2023, representing a growth of approximately 31.4%[22] - The total revenue for automotive parts and vehicles was SGD 244,323 in 2024, a substantial increase from SGD 6,970,125 in 2023, indicating a shift in revenue sources[22] - The overall total revenue for the company in 2024 was SGD 2,830,774, down from SGD 9,071,257 in 2023, reflecting a decline of approximately 68.8%[22] Cost Management - Employee benefits expenses decreased to SGD 3,961,679 in 2024 from SGD 4,612,157 in 2023, reflecting cost management efforts[26] - Sales and distribution expenses decreased from approximately SGD 505,000 to about SGD 482,000, a reduction of about SGD 23,000[45] - Administrative expenses decreased from approximately SGD 4,622,000 to about SGD 3,864,000, a reduction of about SGD 758,000[46] - Total employee costs, including directors' remuneration, amounted to approximately SGD 3,962,000 for the year, down from SGD 4,612,000 in 2023[53] Compliance and Reporting Standards - The company has applied new International Financial Reporting Standards, which did not have a significant impact on financial performance[9] - The application of IFRS 18 is anticipated to affect future financial statements but will not impact the group's financial position and performance significantly[13] - The group is currently assessing the specific impact of IFRS 18 on its consolidated financial statements[13] - The board of directors expects that the adoption of other new IFRS standards will not have a significant impact on the consolidated financial statements in the foreseeable future[11] - The independent auditor's report indicates that the consolidated financial statements reflect the group's financial position as of December 31, 2024, in accordance with International Financial Reporting Standards[70] Market Conditions and Challenges - The group faced challenges due to the ongoing US-China trade war and a weak consumer confidence environment, impacting business performance[38] - The significant decline in vehicle sales was primarily due to reduced demand for internal combustion engine vehicles compared to electric vehicles from China[42] - The group noted a slight increase in new car sales and demand in Singapore for 2024, despite economic uncertainties[38] Dividends and Shareholder Information - The group did not declare or propose any dividends for the years ending December 31, 2024, and 2023[31] - The board of directors did not recommend the payment of a final dividend for the year[59] - The annual general meeting is scheduled for June 13, 2025, with a registration suspension from June 10 to June 13, 2025, to determine shareholder voting rights[67][68] Investments and Acquisitions - The company holds a 49% stake in Ocean Dragon Group, with an investment cost of SGD 6,421,491, primarily engaged in providing electric vehicle charging solutions[71] - Due to insufficient accounting records from Ocean Dragon Group, the company confirmed a loss of SGD 6,421,491, fully written off as an investment loss in the consolidated income statement for the year ended December 31, 2023[71] - The group had no significant acquisitions or disposals of subsidiaries and associates during the year[54] Risk Management - The group faced foreign exchange risk primarily due to transactions in currencies other than Singapore dollars, with a potential impact of SGD 315,000 on after-tax losses if foreign currencies depreciated or appreciated by 10%[56] - There were no significant contingent liabilities noted by the directors during the year[58]

Financial Performance - Total revenue for the year ended December 31, 2024, was SGD 2,831,000, a decrease of 68.8% compared to SGD 9,071,000 in 2023[3] - Gross profit increased to SGD 933,000, representing a 122.1% increase from SGD 420,000 in the previous year, with a gross margin of 32.9% compared to 4.6% in 2023[3] - The net loss for the year was SGD 2,630,000, a significant reduction of 75.1% from a loss of SGD 10,582,000 in 2023[3] - The company reported a total loss before tax of SGD 2,630,030 in 2024, compared to a loss of SGD 10,410,191 in 2023, reflecting an improvement in financial performance[26] - The basic and diluted loss per share for 2024 was SGD 0.58, down from SGD 2.35 in 2023, reflecting a reduction in losses[32] Assets and Liabilities - Cash and cash equivalents decreased by 40.7% to SGD 4,929,000 from SGD 8,317,000 in the previous year[3] - Total assets decreased by 23.4% to SGD 11,210,000 from SGD 14,638,000 in 2023[3] - Total liabilities decreased by 57.4% to SGD 592,000 from SGD 1,389,000 in the previous year[3] - Total equity decreased by 19.9% to SGD 10,619,000 from SGD 13,249,000 in 2023[3] - The total assets of the company decreased from SGD 14,637,793 in 2023 to SGD 11,210,366 in 2024, a reduction of approximately 23.5%[23] - The company’s cash and cash equivalents decreased significantly from SGD 8,317,344 in 2023 to SGD 4,928,607 in 2024, a decline of about 40.5%[23] - The company’s total liabilities decreased from SGD 1,389,191 in 2023 to SGD 591,794 in 2024, a reduction of approximately 57.5%[23] Business Segments - The company continues to focus on the sales and installation of automotive leather interiors and electronic accessories, as well as the sale of electronic and automotive parts[7] - Total revenue for the automotive leather interior segment in 2024 was SGD 515,357, compared to SGD 515,021 in 2023, showing a slight increase[22] - The automotive electronic components segment generated revenue of SGD 2,071,094 in 2024, up from SGD 1,577,178 in 2023, representing a growth of approximately 31.3%[22] Employee and Operational Costs - The company reported a significant increase in employee benefits expenses, totaling SGD 3,961,679 in 2024, compared to SGD 4,612,157 in 2023[26] - Total employee costs, including director remuneration, were approximately SGD 3,962,000 for the year, down from SGD 4,612,000 in 2023[53] - Sales and distribution expenses decreased from approximately SGD 505,000 to about SGD 482,000, a reduction of about SGD 23,000[45] - Administrative expenses decreased from approximately SGD 4,622,000 to about SGD 3,864,000, a reduction of about SGD 758,000[46] Financial Reporting and Compliance - The company has implemented new international financial reporting standards, which did not have a significant impact on financial performance[9] - The group is evaluating the impact of new IFRS standards on its financial reporting and is committed to ensuring compliance with the latest accounting regulations[11][13] - The independent auditor's report indicates that the financial statements for the year ending December 31, 2024, reflect the group's financial position accurately, except for certain reservations[69] - The audit committee has reviewed the consolidated financial statements for the year ended December 31, 2024, and confirmed compliance with applicable accounting standards and legal requirements[75] - The financial reporting process has been reviewed and supervised by the audit committee[75] Governance and Management - The board of directors is composed of experienced individuals who regularly meet to discuss operational issues to ensure effective governance[65] - The company is committed to acting in the best interests of its shareholders and will continue to evaluate necessary changes to its governance structure[65] - The company adhered to all corporate governance rules as of December 31, 2024, except for the separation of the roles of Chairman and CEO[64] Market Conditions and Challenges - The group faced challenges due to the ongoing US-China trade war and a weak consumer confidence environment, impacting overall business performance[38] - The number of new car registrations in Singapore is expected to see a slight increase in 2024, following a higher quota compared to 2023[38] Investments and Impairments - The group holds a 49% stake in Ocean Dragon Group, with an investment cost of SGD 6,421,491, which has been fully written off due to insufficient accounting records[71] - The previous independent auditor expressed concerns regarding the lack of complete and accurate records from Ocean Dragon Group, impacting the ability to audit financial data[72] - The company confirmed a loss of SGD 6,421,491 related to its investment in Ocean Dragon Group, recorded in the consolidated income statement for the year ending December 31, 2023[71] Future Outlook - The board anticipates sufficient resources for the group to continue as a going concern in the foreseeable future[14] - The management recognizes the importance of resilience and adaptability in response to market trends and consumer preferences[40] - The company aims to enhance operational efficiency and provide excellent customer service to achieve long-term success in the industry[41]

TOMO HOLDINGS LIMITED 萬 馬 控 股 有 限 公 司 (股份代號：6928) （於開曼群島註冊成立的有限公司） 董事名單與其角色和職能 萬 馬 控 股 有 限 公 司 董 事 會（「董事會」）成 員 包 含 下 列 六 名 董 事： 執行董事 盧永德先生 （董 事 會 主 席） 子辰先生 非執行董事 蔡丹義先生 獨立非執行董事 鄭偉禧先生 （首 席 獨 立 董 事） 林至頴先生 李佳瑤女士 董 事 會 轄 下 設 有 三 個 委 員 會。下 表 提 供 各 董 事 會 成 員 在 該 等 委 員 會 所 擔 任 職 位 的 資 料。 | | 董事委員會 | 審 | 核 | 薪 | 酬 | 提 | 名 | | --- | --- | --- | --- | --- | --- | --- | --- | | 董 事 | | | 委員會 | | 委員會 | | 委員會 | | 盧永德先生 | | | – | | – | | – | | 子辰先生 | | | – | | – | | – | | 蔡丹義先生 | | | – | | – | | – | | 鄭偉禧先生 | | 主 | 席 | 主 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 萬馬控股有限公司 執行董事 子 辰 TOMO HOLDINGS LIMITED 萬 馬 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） (股份代號：6928) 董事會會議通告 萬 馬 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，董 事 會 會 議 將 於2025年3月28日（星 期 五）舉 行，藉 以（其 中 包 括）(i)考慮及批准本公司及其附 屬公司截至2024年12月31日 止 年 度 經 審 核 綜 合 業 績 及 其 公 佈；並(ii)考慮建議派 發 末 期 股 息（如 有）。 承董事會命 香 港，2025年3月3日 於 本 公 告 日 期，董 事 會 成 員 包 括： | 執 | 行 | 董 | | | | （主 席） ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 因 本 公 告 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 TOMO HOLDINGS LIMITED 萬 馬 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） (股份代號：6928) 更換核數師 本 公 告 乃 由 萬 馬 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事 會（「董事會」）根 據 香 港 聯 合 交 易 所 有 限 公 司 證 券 上 市 規 則 第13.51(4)條 刊 發。 董 事 會 宣 佈，由 於 本 公 司 未 能 就 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 本 集 團 綜 合 財 務 報 表 審 計 之 審 計 費 用 與 栢 淳 會 計 師 事 務 所 有 限 公 司（「栢 淳」）達 成 共 識，因 此 栢 淳 已 自 二 零 二 四 年 十 一 月 二 十 六 日 起 辭 任 本 公 司 核 數 師 ...

萬馬控股有限公司 TOMO Holdings Limited (Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立之有限公司) Stock Code 股份代號 : 6928 2 0 2 4 f T E R M R E P 0 F 目錄 | --- | --- | |----------------------|-------| | | | | | | | 公司資料 | | | 概要 | | | 未經審核中期業績 | | | 簡明合併全面收入表 | | | 簡明合併資產負債表 | | | 簡明合併權益變動表 | | | 簡明合併現金流量表 | | | 簡明合併財務資料附註 | | 管理層討論與分析 23 企業管治及其他資料 28 公司資料 董事會 執行董事 盧永德先生（主席） （於2024年7月22日獲委任） 子辰先生 馬小秋女士（主席） （於2024年3月19日被罷免） 非執行董事 蔡丹義先生 劉心藝女士（於2024年3月19日被罷免） 陳君女士（於2024年3月19日被罷免） 呂秋佳女士（於2024年3月19日被罷免） 獨立 ...

Financial Performance - For the six months ended June 30, 2024, the group reported unaudited revenue of approximately SGD 1,382,000, a decrease of about SGD 6,518,000 or 82.5% compared to SGD 7,900,000 for the same period in 2023[1] - The unaudited loss for the six months ended June 30, 2024, was approximately SGD 1,552,000, compared to an unaudited loss of SGD 8,018,000 for the same period in 2023[2] - Basic and diluted loss per share for the six months ended June 30, 2024, was SGD 0.34, compared to SGD 1.78 for the same period in 2023[2] - Gross profit for the six months ended June 30, 2024, was SGD 409,298, an increase from SGD 307,948 for the same period in 2023[2] - The total revenue for the group for the six months ended June 30, 2024, was SGD 1,382,320, compared to SGD 7,900,329 for the same period in 2023, showing a decrease of approximately 82.5%[18] - The total adjusted pre-tax loss for the group was SGD (1,552,140) for the six months ended June 30, 2024, compared to SGD (8,018,031) for the same period in 2023, showing an improvement in losses[18] - The group recorded a loss of approximately SGD 1,552,000, a decrease from a loss of approximately SGD 8,018,000 in the corresponding period, mainly due to higher gross profit from increased sales of higher-margin products[49] Assets and Liabilities - Total assets as of June 30, 2024, were SGD 12,056,707, down from SGD 14,637,793 as of December 31, 2023[3] - Total equity attributable to the company's equity holders as of June 30, 2024, was SGD 11,696,462, a decrease from SGD 13,248,602 as of December 31, 2023[4] - Current liabilities as of June 30, 2024, amounted to SGD 360,245, compared to SGD 1,389,191 as of December 31, 2023[4] - The group’s total liabilities as of June 30, 2024, were SGD 360,245, significantly reduced from SGD 1,389,191 as of December 31, 2023[4] - Trade receivables as of June 30, 2024, amounted to SGD 213,944, a decrease of 54.0% from SGD 465,006 as of December 31, 2023[30] - The company reported a net book value of SGD 818,561 as of June 30, 2024, down from SGD 882,168 as of December 31, 2023, reflecting a decrease of 7.2%[12] - The company’s intangible assets decreased slightly to SGD 448,067 as of June 30, 2024, from SGD 461,652 as of December 31, 2023, indicating a reduction in intangible value[19] Cash Flow and Expenditures - Operating cash outflow before changes in working capital was SGD 1,462,238, a slight decrease from SGD 1,545,318 in the previous year[6] - The net cash used in operating activities was SGD 2,136,464, compared to SGD 1,337,911 in the prior period, reflecting increased operational expenditures[6] - Cash and cash equivalents at the end of the period were SGD 6,188,414, down from SGD 10,728,679 at the end of June 2023[7] - The financing activities resulted in a net cash outflow of SGD 20,514, unchanged from the previous year, indicating stable financing costs[7] - The company’s investment activities generated a net cash inflow of SGD 28,048, a decrease from SGD 5,071,237 in the prior year, reflecting reduced investment returns[6] Revenue Segmentation - For the six months ended June 30, 2024, total revenue from the automotive leather interior segment was SGD 303,239, compared to SGD 223,145 for the same period in 2023, representing a year-over-year increase of approximately 36%[18] - The automotive electronic components segment reported revenue of SGD 956,059 for the six months ended June 30, 2024, up from SGD 835,059 in the prior year, indicating a growth of about 14.5%[18] - The automotive parts and vehicles segment generated revenue of SGD 123,022 for the six months ended June 30, 2024, compared to SGD 6,842,125 in the same period of 2023, reflecting a significant decline in this segment[18] Operational Efficiency - The company recorded a decrease in inventory write-offs to SGD 384 from SGD 552 year-over-year, suggesting improved inventory management[6] - Employee benefits costs for directors decreased to SGD 61,934 in 2024 from SGD 187,916 in 2023, reflecting cost-cutting measures[23] - Selling and distribution expenses decreased by approximately SGD 35,000 to about SGD 263,000, mainly due to reduced employee benefit costs[47] - Administrative expenses increased by approximately SGD 19,000 to about SGD 1,888,000, primarily due to increased hospitality, travel, and legal and professional fees[48] Governance and Management Changes - Mr. Pang Peng resigned from his position as an independent non-executive director effective January 2, 2024[57] - Mr. Lin Zhi Ying was appointed as an independent non-executive director effective January 2, 2024[57] - Mr. Lu Yong De was appointed as an executive director and chairman of the board effective July 22, 2024[58] - Ms. Li Jia Yao was appointed as an independent non-executive director effective June 6, 2024[58] - The Audit Committee consists of three independent non-executive directors, ensuring compliance with applicable accounting standards and legal requirements[71] Risk Management - The company continues to monitor foreign exchange risks and will take prudent measures as necessary[56] - The group faces foreign exchange risk primarily due to transactions in currencies other than Singapore dollars, with potential after-tax profit fluctuations of SGD 372,000 if foreign currencies depreciate or appreciate by 10%[56] Other Notable Points - The company did not declare any dividends for the six months ended June 30, 2024, consistent with the previous year[24] - The company has not conducted any repurchase, purchase, or sale of its shares during the reporting period[66] - The company has adhered to all corporate governance codes as of June 30, 2024, except for a specific rule regarding board composition[67] - There have been no significant events related to the group's business or financial performance noted by the directors post-reporting period[56]

Financial Performance - The company reported a revenue decrease of approximately 44.5% for the fiscal year ending December 31, 2023, compared to the previous year[15]. - Gross profit decreased by approximately 54.6%, resulting in a reported loss of about SGD 10,582,000, compared to a loss of SGD 1,870,000 in the previous year[15]. - Total revenue for the year ended December 31, 2023, was approximately SGD 9,071,000, a decrease of 44.5% compared to SGD 16,340,000 in 2022[18]. - Gross profit decreased by approximately SGD 505,000 or 54.6% to SGD 420,000, primarily due to a 49.0% decline in automotive parts and vehicle sales[19]. - The company reported a net loss of approximately SGD 10,582,000 for the year, compared to a loss of SGD 1,870,000 in the previous year, representing an increase of 465.9%[26]. - Other income increased from approximately SGD 158,000 to SGD 207,000, mainly due to higher rental income from investment properties[20]. - Administrative expenses rose from approximately SGD 2,965,000 to SGD 4,622,000, an increase of about 55.9%, driven by higher employee benefits and travel costs[25]. - The impairment of investment in Ocean Dragon Group Limited amounted to approximately SGD 6,421,491, reflecting concerns over the recoverability of the investment[29]. - The company reported a total distributable reserve of approximately SGD 3,512,000 as of December 31, 2023, down from approximately SGD 5,167,000 in 2022[149]. - The board does not recommend a final dividend for the year, consistent with the previous year[141]. Market Conditions - The decline in new vehicle registrations in Singapore significantly impacted the company's leather interior and electronic accessories divisions, leading to reduced profit margins and sales[15]. - The quota for new vehicle ownership certificates in Singapore was reduced from approximately 90,000 annually in 2018 and 2019 to about 30,000 to 40,000 from 2020 to 2023, contributing to increased ownership certificate prices[14]. - Ownership certificate prices increased by over 100% from 2022 to 2023, reaching a peak in the second half of 2023, which adversely affected demand for mass-market vehicles[14]. - The Singapore government raised import duties on high-end vehicles, with the maximum rate increasing from 220% to 320% for vehicles valued over SGD 80,000, further impacting the automotive accessories business[14]. - Business and consumer confidence continued to weaken, significantly affecting the company's current performance[15]. Strategic Outlook - The company remains optimistic and is actively exploring new opportunities despite the challenging operating environment[11]. - The company is focusing on its existing business objectives in Singapore while considering growth prospects[11]. - The company emphasizes the importance of resilience and adaptability in navigating market trends and consumer preferences to identify emerging opportunities[17]. - Management plans to implement effective cost control measures and maintain strong relationships with key suppliers to strengthen market position[17]. Governance and Management - The management team expressed gratitude to shareholders, customers, suppliers, and business partners for their continued support during challenging times[11]. - The company has appointed Mr. Zicheng as an executive director, who has over 16 years of experience in financial investment, capital operations, corporate governance, strategic planning, and mergers and acquisitions[58]. - Mr. Cai, appointed as a non-executive director, has over 15 years of experience in corporate finance, accounting, and auditing, and has handled multiple IPOs and M&A transactions[59]. - Mr. Zheng, appointed as an independent non-executive director, has over 15 years of experience in auditing, financial management, and company secretarial matters[60]. - The company is actively expanding its board with experienced professionals to enhance governance and strategic oversight[61]. - The company has a focus on corporate governance and strategic planning, as evidenced by the diverse backgrounds of its board members[62]. - The board currently has 4 male directors, which does not meet the minimum requirement of gender diversity as per listing rules[86]. - The company aims to appoint at least one qualified female candidate to the board within three months starting from March 19, 2024[86]. - The board has adopted a diversity policy to ensure a balanced mix of skills, experience, and perspectives among its members[82]. - The company has established service contracts for both executive and non-executive directors with an initial term of three years[77]. Risk Management - The group faced foreign exchange risk, with a potential impact of SGD 347,000 on after-tax losses if foreign currencies depreciated or appreciated by 10% against the Singapore dollar[50]. - The group aims to identify and manage inherent risks in its business and operational markets, including environmental, social, and governance risks[107]. - The board is responsible for maintaining a sound internal control system, with management tasked with designing and implementing this system[110]. - The risk management framework was adjusted in 2023 to enhance the identification, assessment, and prioritization of risks[111]. - The effectiveness of the risk management framework will be evaluated at least annually, with regular management meetings to update on risk monitoring progress[112]. Compliance and Internal Controls - The company has implemented measures to ensure compliance with legal and regulatory requirements, as well as adherence to corporate governance codes[95]. - The auditor issued a qualified opinion on the consolidated financial statements for the year ended December 31, 2023, due to lack of sufficient audit evidence regarding the financial information of the group's associates[119]. - The company has updated its accounting policies to address identified internal control deficiencies[118]. - The company has no internal audit function but will continue to engage external independent experts to review internal controls and risk management annually[122]. - The company’s compliance policies ensure adherence to applicable laws and regulations, with no known significant non-compliance issues reported for the year[146]. Shareholder Communication - The company is committed to maintaining effective communication with shareholders and potential investors, providing timely disclosures of relevant information[128]. - The company has established various communication channels with shareholders, including annual general meetings and regular updates on financial performance and strategic direction[133]. - The company will suspend the transfer of shares registration from June 25, 2024, to June 28, 2024, to determine eligibility for the upcoming annual general meeting[197]. - The auditor's report for the consolidated financial statements has been reviewed by the current auditor, and a resolution will be proposed at the annual general meeting for their reappointment[198].