Revenue Performance - The company's unaudited revenue decreased by approximately 54.6%, from SGD 4.1 million in the previous period to SGD 1.9 million in the current period[11] - Revenue for the six months ended June 30, 2021, was SGD 1,855,000, down 54.6% from SGD 4,090,000 in the same period of 2020[18] - Total revenue for the six months ended June 30, 2021, was SGD 1,855,000, a decrease of 54.5% compared to SGD 4,090,000 for the same period in 2020[76] - Revenue from external customers in Singapore was SGD 1,688,000, a significant decrease from SGD 3,668,000 in the prior year, indicating a decline of approximately 54.0%[69] - The property management and leasing management segment generated revenue of SGD 19,000, while the financial advisory segment reported a loss of SGD 597,000[58] - The company’s investment management segment reported revenue of SGD 765,000, while the fund management segment generated SGD 543,000[58] Loss and Financial Performance - The net loss for the current period was approximately SGD 1.2 million, an improvement of about SGD 6.7 million or 85.4% compared to a net loss of SGD 7.9 million in the previous period[11] - Basic and diluted loss per share for the current period was approximately 0.06 Singapore cents, compared to a loss of 0.40 Singapore cents in the previous period[11] - The company reported a loss attributable to owners of SGD 1,162,000 for the six months ended June 30, 2021, compared to a loss of SGD 7,939,000 in the same period of 2020, representing a significant improvement[17] - The pre-tax loss for the period was SGD 1,162,000, a decrease of 85.3% from SGD 7,932,000 in the prior year[18] - Total comprehensive loss attributable to owners was SGD 1,609,000, down from SGD 8,520,000, indicating an 81.1% improvement[21] - The group reported a pre-tax loss of SGD 1,162,000 for the six months ended June 30, 2021, compared to a loss of SGD 7,939,000 in the same period of 2020[84] Employee Costs - Total employee costs reduced from approximately SGD 3.8 million in the previous period to about SGD 2.3 million, a decrease of approximately SGD 1.5 million or 40.6%[11] - The company incurred employee costs of SGD 2,286,000, a reduction of 40.5% compared to SGD 3,847,000 in the previous year[18] - The company experienced a reduction in employee costs by approximately SGD 1.5 million during the review period[196] Assets and Liabilities - Non-current assets totaled SGD 3,241,000 as of June 30, 2021, compared to SGD 2,103,000 at the end of 2020, reflecting a growth of 54.1%[24] - Current assets decreased to SGD 16,424,000 from SGD 19,497,000, a decline of 15.9%[24] - The company's total equity as of June 30, 2021, was SGD 14,982,000, down from SGD 16,591,000 at the end of 2020, representing a decrease of 9.7%[27] - The company reported a significant reduction in total liabilities, with non-current liabilities decreasing to SGD 2,468,000 from SGD 2,854,000, a decline of 13.5%[27] - Total assets as of June 30, 2021, amounted to SGD 19,665,000, with total liabilities of SGD 4,683,000[58] Cash Flow and Investments - Operating cash flow before changes in working capital was negative SGD 879,000, an improvement from negative SGD 1,518,000 in the previous year[35] - The net cash used in investing activities was SGD 6,474,000, slightly higher than SGD 6,252,000 in the prior period, reflecting ongoing investment commitments[38] - The company experienced a net decrease in cash and cash equivalents of SGD 7,679,000, compared to a decrease of SGD 5,211,000 in the same period last year[38] - The total cash and cash equivalents at the end of the period stood at SGD 4,980,000, down from SGD 13,093,000 at the end of June 2020[38] Financial Guarantees and Loans - The company provided a financial guarantee amounting to SGD 28,985,400 to support the Mandai Development project, representing 60.0% of the total liabilities under the financing agreement[145] - A financial guarantee of SGD 150,744,796 was established for the Landmark Development project, accounting for 39.2% of the total liabilities under the financing agreement[146] - The company issued a guarantee of SGD 38,015,040 for the BBW6 Development project, which corresponds to 12.0% of the total liabilities under the financing agreement[148] - A refinancing loan of SGD 125,000,000 was granted for the BBW6 Development project, with SGD 55,000,000 allocated to refinance existing loans and SGD 70,000,000 for shareholder loans[149] Investment Management and Services - The company operates through several business units, including investment management and fund management, focusing on real estate projects[46] - The company provides investment management services through special purpose entities, allowing investors to participate in real estate development projects[47] - The company is responsible for creating investment funds and managing fund portfolios, actively seeking real estate transactions to maximize internal rates of return[49] - The total investment management income for the six months ended June 30, 2021, was SGD 548,000, compared to SGD 410,000 for the same period in 2020, reflecting a year-on-year increase[135] Trade Receivables and Impairments - As of June 30, 2021, trade receivables amounted to SGD 8.827 million, with a provision for impairment of SGD 3.969 million[94] - The aging analysis of trade receivables shows SGD 3.167 million overdue for more than three months as of June 30, 2021[99] - The provision for impairment increased from SGD 3.867 million as of December 31, 2020, to SGD 3.969 million as of June 30, 2021[94] - The company confirmed a provision for impairment losses of approximately SGD 134,000 related to receivables from financial advisory fees during the review period[196] Dividends - The company did not recommend any dividend payment for the current period, consistent with the previous period[11] - No dividends were declared or recommended for the six months ended June 30, 2021, consistent with the previous year[85]

Financial Performance - The group's unaudited revenue for the three months ended March 31, 2021, decreased by 65.1% or approximately SGD 1.9 million to approximately SGD 995,000 compared to the same period last year[10]. - The group recorded a net loss of approximately SGD 425,000 for the current period, an increase of approximately SGD 370,000 or 672.7% compared to a net loss of SGD 55,000 in the previous period[10]. - Basic and diluted loss per share for the current period was approximately SGD 0.02, compared to a loss of SGD 0.003 in the same period last year[10]. - For the three months ended March 31, 2021, the company reported a total comprehensive loss of SGD 729,000, which includes a loss of SGD 55,000 from the period[17]. - The company’s revenue for the same period was SGD 1,237,000, a decrease of approximately 46.0% compared to SGD 2,297,000 in the same period of 2020[17]. - The company reported a pre-tax loss of SGD 326,000 for the three months ended March 31, 2021, compared to a loss of SGD 410,000 in the same period of 2020, showing an improvement of 20.5%[48]. - The group recorded a net loss of approximately SGD 425,000 for the three months ended March 31, 2021, compared to a net loss of approximately SGD 55,000 for the same period last year, representing an increase in net loss of approximately SGD 370,000 or 672.7%[60]. Revenue Breakdown - Total revenue for the three months ended March 31, 2021, was SGD 995,000, compared to SGD 2,854,000 for the same period in 2020, representing a decrease of approximately 65.2%[46]. - Revenue from investment management services was SGD 475,000 for the three months ended March 31, 2021, up from SGD 427,000 in the previous year, indicating a growth of 11.3%[46]. - The total income from property management and leasing services was SGD 10,000 for the three months ended March 31, 2021, down from SGD 579,000 in the previous year, reflecting a decline of 98.3%[46]. - The investment management segment's unaudited revenue increased by approximately SGD 48,000 or 11.2% to approximately SGD 475,000, mainly due to higher performance fees[70]. - The fund management segment's unaudited revenue decreased by approximately SGD 377,000 or 66.5% to approximately SGD 190,000, as no new investment funds were closed during the review period[72]. - The property management and leasing segment's unaudited revenue fell by approximately SGD 569,000 or 98.3% to approximately SGD 10,000, attributed to a strategic restructuring and loss of management contracts[76]. Cost Management - Total employee costs decreased by approximately SGD 887,000 or 41.9%, from SGD 2.1 million in the previous period to SGD 1.2 million in the current period, with the number of employees reduced from 95 to 50[10]. - Other net expenses decreased by approximately SGD 456,000 or 57.6% to approximately SGD 335,000, primarily due to reduced professional fees and outsourced property maintenance costs[10]. - Other income and gains increased by SGD 89,000 or approximately 37.9% to approximately SGD 324,000, mainly due to government support programs during the economic uncertainty caused by the COVID-19 pandemic[80]. - The group did not recognize any income tax provision during the review period as there were no taxable profits generated in other jurisdictions[85]. Strategic Restructuring - The decrease in revenue was mainly due to a lack of completed project acquisitions and a strategic restructuring in the property management segment[10]. - The company is undergoing strategic restructuring in its property management services, which has impacted its financial performance[10]. - The company aims to enhance its market presence through strategic project management services for real estate developers[30]. - Cost control measures will be enhanced to mitigate the prolonged adverse effects of the COVID-19 pandemic[109]. Guarantees and Financing - The company provided a guarantee amounting to SGD 28,985,400 to support the loan financing for the Mandai Development project, which represents 60.0% of the total liabilities under the financing agreement[87]. - A guarantee of SGD 150,744,796 was established for the Landmark Development project, accounting for 39.2% of the total liabilities under the financing agreement[90]. - The company provided a guarantee of SGD 38,015,040 for the BBW6 Development project, which corresponds to 12.0% of the total liabilities under the financing agreement[91]. - A loan financing of SGD 125,000,000 was granted for the BBW6 Development project, with SGD 55,000,000 allocated to refinance existing loans and SGD 70,000,000 for shareholder loans[94]. - The company is required to provide a guarantee for 12% of the total liabilities owed by the special purpose entity, estimated at approximately SGD 15,000,000, under the refinancing agreement[95]. - A guarantee of SGD 152,800,000 was provided for the Shunfu Development project, representing 20.0% of the total liabilities under the financing agreement[96]. Market Conditions - Singapore's economy returned to growth in Q1 2021, with a year-on-year increase of 0.2% after three quarters of contraction[106]. - Private residential property prices in Singapore rose for four consecutive quarters, increasing by 2.9% quarter-on-quarter in Q1 2021, compared to 2.1% in the previous quarter[106]. - 85.6% of new home sales in Q1 2021 were for units priced below SGD 2 million, indicating a preference for smaller units[106]. - The Mount Emily project is expected to attract significant interest due to its central location and the demand for smaller units[106]. - The FoodFab@Mandai industrial project launched in late March 2021 exceeded expectations, driven by strong demand for food factories amid government initiatives to boost productivity[106]. Future Plans - The company plans to continue expanding its asset management and investment management businesses, focusing on opportunities in Singapore and surrounding regions[109]. - A new fund product was launched in March 2021 to capitalize on the global easing environment, targeting high-growth market companies and unicorns[109]. - The company aims to strengthen its corporate advisory team in Singapore and Hong Kong to manage current advisory mandates and transaction leads[109]. - The company continues to focus on developing its family office management division, particularly in Southeast Asia[109]. Corporate Governance - The audit committee consists of three independent non-executive directors, with Mr. Jiang Zhiwu as the chairman, overseeing the group's risk management and internal control systems[144]. - The company has complied with the securities trading standards and codes of conduct since the listing date[133]. - The board of directors includes four executive directors and three independent non-executive directors, indicating a diverse leadership structure[145].

Financial Performance - The group's unaudited revenue decreased by 20.8%, approximately SGD 1.3 million, from about SGD 6.2 million for the nine months ended September 30, 2019, to about SGD 4.9 million for the nine months ended September 30, 2020[11]. - The group recorded a net loss of approximately SGD 8.6 million for the nine months ended September 30, 2020, compared to a net loss of approximately SGD 1.5 million for the same period last year[11]. - Basic and diluted loss per share for the nine months ended September 30, 2020, was approximately 0.43 Singapore cents, compared to a loss of 0.07 Singapore cents for the same period in 2019[11]. - The decrease in revenue was primarily due to contract terminations and/or non-renewals after contract expiration, leading to reduced property management fees[11]. - The group reported a pre-tax loss of approximately SGD 8.57 million for the nine months ended September 30, 2020[14]. - The group’s total expenses, including employee costs and other expenditures, amounted to SGD 10.5 million for the nine months ended September 30, 2020[14]. - The total comprehensive loss attributable to the company for the nine months ended September 30, 2020, was SGD 9,088,000[21]. - The company reported a loss of SGD 8,574,000 for the nine months ended September 30, 2020[24]. - The company’s retained earnings accumulated losses increased to SGD (4,610,000) as of September 30, 2020[24]. - The company reported a net loss of approximately SGD 8.6 million for the nine months ended September 30, 2020, compared to a net loss of approximately SGD 1.5 million for the same period last year, indicating a significant increase in losses[72]. Revenue Breakdown - Total revenue for the nine months ended September 30, 2020, was SGD 4,916,000, a decrease of 20.8% compared to SGD 6,207,000 for the same period in 2019[52]. - Revenue from property management and leasing services for the nine months was SGD 1,244,000, down 51.1% from SGD 2,544,000 in the previous year[52]. - Financial advisory fees increased to SGD 830,000 for the nine months, up 81.5% from SGD 458,000 in the same period last year[52]. - Revenue from Singapore accounted for SGD 4,214,000, representing 85.7% of total revenue for the nine months[52]. - The company’s revenue from Malaysia was SGD 265,000, a decrease of 10.5% from SGD 296,000 in the previous year[52]. - The company’s revenue from Australia was SGD 56,000, down 46.2% from SGD 104,000 in the previous year[52]. - The investment management services segment saw a revenue drop of approximately 57.0%, from about SGD 1.1 million to approximately SGD 490,000, primarily due to fewer dividends received from special purpose entities[78]. - Fund management revenue decreased by approximately 25.3% to about SGD 1.0 million, with a notable decline in management fees from ZACD Income Trust due to the impact of the pandemic[80]. - Acquisition and project management services revenue increased by approximately 97.0%, rising from about SGD 662,000 to approximately SGD 1.3 million, attributed to the acquisition of land for industrial development in Mandai, Singapore[81]. Expenses and Impairments - A significant impairment provision of approximately SGD 3.7 million was recognized for receivables from investment management fees during the six months ended June 30, 2020[11]. - The company recognized impairment losses of approximately SGD 3.7 million for receivables from the ZACD Australia Hotel Fund and SGD 2.3 million for advance payments[91]. - Other net expenses increased by approximately 29.2%, from about SGD 1.9 million to around SGD 2.4 million, mainly due to increased professional fees[94]. - The company experienced an increase in professional fees of approximately SGD 0.823 million due to one-off corporate financing activities[11]. Dividends and Equity - The group did not declare any dividends for the nine months ended September 30, 2020[11]. - The company did not recommend any dividend payment for the nine months ended September 30, 2020[66]. - The company's total equity as of September 30, 2020, decreased to SGD 28,497,000 from SGD 37,585,000 as of January 1, 2020[24]. Corporate Developments - The company operates in investment management, project management, property management, and financial advisory services[28]. - The company has established private real estate funds and provides fund management services, aiming to maximize internal rates of return[36]. - The company has rebranded its acquisition and project management services to better reflect its current business activities[39]. - The financial statements are prepared in accordance with International Financial Reporting Standards and Singapore Financial Reporting Standards[30]. - The company is focusing on enhancing its financial advisory services as a key growth area moving forward[47]. - The company is currently managing 28 real estate projects and assets across Singapore, Malaysia, Indonesia, and Australia, with ongoing advisory services for a family office managing approximately USD 100 million[71]. - The company is focusing on expanding its fund structure to align with its current business model, moving away from special purpose entities[78]. - The company is currently pursuing claims against iProsperity Group regarding deposits and losses related to the ZACD Australia Hotel Fund[110]. - The company is establishing the ZACD US Fund with an investment of USD 10 million for hotel acquisitions in the US, with a portion convertible into equity[113]. - The company plans to expand its corporate advisory team in Singapore and Hong Kong to manage current mandates and project leads[117]. - The property management division has not achieved expected economies of scale and is currently incurring losses, prompting management to explore restructuring options[117]. - The company expects strong market interest in a landmark redevelopment project set to launch in Q4 2020 due to its competitive pricing and central location[114]. Shareholding and Governance - As of September 30, 2020, Mr. Yao and Ms. Shen collectively held 64.93% of the company's ordinary shares, amounting to 1,298,600,000 shares[125]. - The board has adopted the principles and code provisions of the GEM Listing Rules Appendix 15 corporate governance code, ensuring compliance during the reporting period[124]. - The Audit Committee was established in accordance with the board resolution passed on December 13, 2017, and complies with GEM Listing Rules[155]. - The Audit Committee consists of three independent non-executive directors, with Mr. Jiang Zhiwu as the chairman[155]. - The Audit Committee has reviewed the group's performance for the nine months ending September 30, 2020[156].

Financial Performance - The group's unaudited revenue decreased by approximately 6.7%, from about SGD 4.4 million for the six months ended June 30, 2019, to about SGD 4.1 million for the six months ended June 30, 2020[10]. - The group recorded a net loss of approximately SGD 7.9 million for the six months ended June 30, 2020, compared to a net loss of approximately SGD 0.983 million for the same period last year[10]. - Basic and diluted loss per share was approximately 0.40 Singapore cents for the six months ended June 30, 2020, compared to a loss of 0.05 Singapore cents for the same period last year[10]. - The company reported a pre-tax loss of SGD 7,932,000, compared to a loss of SGD 983,000 in the same period last year, indicating a substantial decline in performance[15]. - The total comprehensive loss attributable to owners of the company for the period was SGD 8,520,000, compared to SGD 879,000 in the prior year, reflecting a significant increase in losses[17]. - The company did not recommend any dividend for the six months ended June 30, 2020, consistent with the previous year[10]. Asset and Equity Changes - Non-current assets decreased to SGD 2,766,000 from SGD 3,595,000 as of December 31, 2019, indicating a reduction in asset value[21]. - Current assets also declined to SGD 29,970,000 from SGD 36,770,000, showing a decrease in liquidity[21]. - The company's net asset value dropped to SGD 29,065,000 from SGD 37,585,000, highlighting a significant reduction in equity[25]. - The company’s cash and cash equivalents decreased to SGD 13,093,000 from SGD 18,342,000, indicating a decline in cash reserves[21]. - The total assets of the group as of June 30, 2020, amounted to SGD 32,736,000, compared to SGD 37,084,000 as of December 31, 2019, indicating a decrease of approximately 11.5%[60]. Impairment and Provisions - The increase in net loss was primarily due to impairment provisions of approximately SGD 3.7 million for receivables from investment management, and approximately SGD 2.3 million for prepayments to ZACD (Development4) Ltd.[10]. - The company incurred a financial asset impairment loss of SGD 6,030,000 during the period, which was not present in the previous year[15]. - The company recognized impairment losses on trade receivables amounting to SGD 3,677,000, with no such losses reported in the previous year[33]. - The impairment provision for trade receivables was SGD 3,677,000 as of June 30, 2020, indicating a full impairment for the receivables related to the ZACD Australia Hotel Fund[109]. - The company recognized an impairment provision of approximately SGD 2,353,000 related to the loan as of July 23 and July 24, 2020[131]. Cash Flow and Liquidity - Operating cash flow for the six months ended June 30, 2020, was a net inflow of SGD 1,394 thousand, compared to an outflow of SGD 3,762 thousand in the same period of 2019[33]. - The company reported a decrease in trade receivables by SGD 2,142 thousand, contributing positively to working capital changes[33]. - Investment activities resulted in a net cash outflow of SGD 6,252 thousand, a significant decrease from a net inflow of SGD 14,237 thousand in the previous year[36]. - The company’s cash and cash equivalents at the end of the period were SGD 13,093 thousand, down from SGD 17,884 thousand at the end of the previous period[36]. - Cash and cash equivalents as of June 30, 2020, amounted to SGD 13,093,000, a decrease from SGD 18,342,000 as of December 31, 2019, representing a decline of approximately 28.5%[132]. Revenue Breakdown - The company's revenue for the six months ended June 30, 2020, was SGD 4,090,000, a decrease of 6.7% compared to SGD 4,385,000 for the same period in 2019[15]. - The segment revenue from external customers for property management and leasing management was SGD 1,286,000, while the financial advisory segment reported a loss of SGD 59,000[60]. - The group’s investment management segment generated revenue of SGD 469,000, while the project management segment reported a loss of SGD 3,716,000[60]. - Investment management fees amounted to SGD 469,000, a decrease from SGD 878,000 in the previous year, representing a decline of 46.5%[90]. - Property management and leasing fees decreased to SGD 975,000 from SGD 1,708,000, reflecting a decline of 42.9%[90]. Related Party Transactions - The company reported related party transaction income of SGD 1,204,000 for the six months ended June 30, 2020, compared to SGD 325,000 in the same period of 2019, representing a significant increase[157]. - Fund management fees from related parties totaled SGD 859,000 for the six months ended June 30, 2020, compared to SGD 902,000 for the same period in 2019, reflecting a decrease of about 4.8%[155]. - The company reported a total of SGD 410,000 in dividend income from related parties for the six months ended June 30, 2020, compared to SGD 733,000 for the same period in 2019, indicating a decrease of approximately 44.1%[155]. Guarantees and Commitments - The company provided a guarantee amounting to SGD 28,985,400 to support the loan financing for the Mandai Development project, which represents 60.0% of the total liabilities under the financing agreement[164]. - A guarantee of SGD 150,744,796 was established for the Landmark Development project, accounting for 39.2% of the total liabilities under the financing agreement[165]. - The company has provided a guarantee of SGD 38,015,040 for the BBW6 Development project, which represents 12.0% of the total liabilities under the financing agreement[167]. - The company has entered into a refinancing agreement for SGD 125,000,000 for the BBW6 Development project, which will be used to repay existing loans and fund operational needs[168]. - The company is required to provide a guarantee for the lower of SGD 15,000,000 or the total of the refinancing loan principal of SGD 125,000,000 and associated costs[170]. Financial Instruments and Fair Value - The fair value of equity securities decreased from SGD 2,297 thousand as of December 31, 2019, to SGD 1,782 thousand as of June 30, 2020, reflecting a loss of SGD 515 thousand[193]. - The financial assets measured at amortized cost included SGD 9,762 thousand in loans and receivables, and SGD 4,856 thousand in trade receivables[19]. - The fair value of financial instruments is assessed using a discounted cash flow model, with significant unobservable inputs classified as Level 3[181]. - The company experienced significant uncertainty in cash flow projections related to real estate development projects, impacting the fair value estimates[182]. - The total financial liabilities measured at amortized cost included SGD 1,792 thousand in payables to the ultimate holding company and related parties[177].

Financial Performance - The group's unaudited revenue increased by 10.5%, approximately SGD 272,000, from about SGD 2.6 million for the three months ended March 31, 2019, to approximately SGD 2.9 million for the three months ended March 31, 2020[11]. - The net loss for the group was approximately SGD 55,000 for the three months ended March 31, 2020, compared to a net loss of approximately SGD 313,000 for the same period in 2019, indicating a reduction in net loss due to increased revenue[11]. - The basic and diluted loss per share was approximately 0.003 Singapore cents for the three months ended March 31, 2020, compared to a loss of 0.02 Singapore cents for the same period in 2019[11]. - The total comprehensive loss attributable to owners of the company for the three months ended March 31, 2020, was approximately SGD 729,000, compared to SGD 550,000 for the same period in 2019[14]. - The fair value change of equity securities investment resulted in a loss of approximately SGD 535,000 for the three months ended March 31, 2020[14]. - The group experienced a foreign exchange loss of approximately SGD 139,000 during the period[14]. - The total equity of the group as of March 31, 2020, was approximately SGD 36.856 million, compared to SGD 35.089 million as of March 31, 2019[18]. Revenue Breakdown - The increase in revenue was primarily attributed to acquisitions and project management business segments, offset by lower dividend income from investment management and reduced property management service income due to contract terminations[11]. - For the three months ended March 31, 2020, the revenue from Singapore was SGD 2,736,000, an increase of 16.3% compared to SGD 2,352,000 in the same period of 2019[38]. - The total revenue from external customers for the three months ended March 31, 2020, was SGD 2,854,000, up from SGD 2,582,000 in the previous year, representing a growth of 10.5%[38]. - The company generated total revenue of SGD 2,736,000 from various services, including SGD 1,114,000 from project management and SGD 579,000 from property management and leasing services[44]. - The investment management segment earned SGD 427,000 from special purpose entity management fees and SGD 567,000 from fund management fees[46]. - Revenue increased by 10.5%, rising from approximately SGD 2.6 million in the previous year to approximately SGD 2.9 million in the current period, primarily driven by acquisition and project management fees[59]. - The company reported a decrease in property management service revenue due to contract terminations and failures to renew contracts[59]. Dividends and Grants - The group did not declare any dividends for the three months ended March 31, 2020, consistent with the previous year[11]. - The company did not declare or recommend any dividends for the three months ended March 31, 2020, consistent with the previous year[52]. - The company received government grants amounting to SGD 168,000 during the period, compared to SGD 81,000 in the previous year[46]. Operational Insights - The company is focused on strategic acquisitions and expanding its project management capabilities to drive future growth[11]. - The company continues to provide investment management services through special purpose entities, focusing on real estate projects and funds[27]. - The fund management segment is responsible for creating investment funds and managing fund portfolios, with performance fees based on a percentage of the fund's capital returns[29]. - The acquisition and project management segment has been rebranded to better reflect the current business activities and services provided to real estate developers[31]. - The company has maintained consistent accounting policies for the first quarter of 2020, with no significant impact from new standards adopted[24]. - The management monitors the operational results of each business unit to make informed decisions regarding resource allocation and performance evaluation[37]. - The company plans to expand its corporate advisory team in Singapore and Hong Kong to manage current advisory mandates and convert transaction leads[91]. - The COVID-19 pandemic has caused operational disruptions, impacting the progress of residential projects and sales activities for the Landmark Development project[87]. Employee and Expense Management - Employee costs slightly decreased by SGD 44,000, with the total number of employees reducing from 115 to 95[73]. - Other expenses increased by approximately 6.5%, from about SGD 743,000 to SGD 791,000[74]. Corporate Governance and Shareholding - The company has adopted the principles and code provisions of the corporate governance code as per GEM Listing Rules Appendix 15, and has complied with all applicable code provisions during the reporting period[96]. - As of March 31, 2020, Mr. Yao and Ms. Shen hold a combined 66.44% interest in the company's ordinary shares, amounting to 1,328,800,000 shares[97]. - Mr. Yao holds 867,000 ordinary shares (51%) and Ms. Shen holds 833,000 ordinary shares (49%) in ZACD Investments Pte. Ltd.[97]. - The company has a 100% controlled interest in ZACD Property Pte. Ltd. and ZACD Treasury Limited, with holdings of 2 and 10,000 ordinary shares respectively[100]. - The company has a 51% controlled interest in ZACD CRF (Woodlands) Pte. Ltd., holding 1,530 ordinary shares[100]. - The company has issued a convertible loan agreement to ZACD (Neew) Pte. Ltd. for SGD 2,000,000, convertible into shares representing up to 19.40% of the expanded issued capital[104]. - The company has issued a convertible loan agreement to ZACD (Tuas Bay) Pte. Ltd. for SGD 1,100,000, convertible into shares representing up to 12.10% of the expanded issued capital[108]. - The company has complied with the Securities and Futures Ordinance regarding the disclosure of interests in shares and related securities[97]. Audit and Board Composition - The audit committee consists of three independent non-executive directors and has reviewed the group's performance for the first quarter ending March 31, 2020[125]. - The board of directors includes five executive directors and three independent non-executive directors as of May 12, 2020[127].

[Chairman's Statement](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E8%87%B4%E8%BE%AD) [Performance Overview and Business Review](index=5&type=section&id=%E4%B8%9A%E7%BB%A9%E6%A6%82%E8%A7%88%E4%B8%8E%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%B9) In FY2019, the Group's financial position significantly improved, achieving a net profit of approximately SGD 4.6 million, a year-over-year increase of over 300%, primarily driven by substantial increases in fund management and financial advisory service revenue 2019 Fiscal Year Key Performance Indicators | Indicator | 2019 (Singapore Dollars) | 2018 (Singapore Dollars) | Year-over-Year Growth | | :--- | :--- | :--- | :--- | | **Net Profit** | Approx. 4.6 million | - | >300% | | **Fund Management Service Revenue** | Approx. 5.1 million | Approx. 1.9 million | 172.1% | | **Financial Advisory Service Revenue** | Approx. 2.2 million | Approx. 0.231 million | 866.7% | - The Group, through a joint venture with Australian fund manager iProsperity Group, acquired a portfolio of up to 23 hotels across five major Australian cities, one of the largest hotel portfolio acquisitions in Australia in recent years[13](index=13&type=chunk) - The Group participated in the development of "The Landmark" residential project in Singapore, located at the edge of the Central Business District, as part of the government's Greater Southern Waterfront development master plan[13](index=13&type=chunk) - The financial advisory services segment expanded during the year, utilizing SFC Type 1, 4, and 6 licenses, participating in the listing of four Singaporean companies on the Stock Exchange, and was appointed as an investment advisor for a family office with approximately USD 100 million in assets under management[12](index=12&type=chunk)[13](index=13&type=chunk) [Future Outlook and Strategy](index=7&type=section&id=%E6%9C%AA%E6%9D%A5%E5%B1%95%E6%9C%9B%E4%B8%8E%E6%88%98%E7%95%A5) Looking ahead, the Group aims to maintain its leading position in integrated asset management in Singapore and plans to expand its business into the Asia-Pacific and broader regions, focusing on organizational strengthening, customer experience, and digital transformation - The Group plans three operational transformations: strengthening organizational structure and human capital investment, focusing on a customer-centric experience, and enhancing business services and processes through digital transformation[18](index=18&type=chunk) - Business strategies include leveraging its strong network in Singapore to provide advisory services for local SMEs on financing, M&A, and listing processes, and continuing to increase revenue by issuing fund products in Singapore and Hong Kong[18](index=18&type=chunk) - The Group will focus on developing its family fund business, utilizing Singapore government policies supporting the establishment of family fund headquarters to assist family offices with project development and asset acquisition[19](index=19&type=chunk) [Corporate Information](index=8&type=section&id=%E5%85%AC%E5%8F%B8%E8%B5%84%E6%96%99) [Board of Directors and Advisors](index=8&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E4%B8%8E%E9%A1%BE%E9%97%AE) This section provides a detailed list of the company's board members, committee compositions, key executives, and external advisors, including Ernst & Young as auditor and Ascent Partners Corporate Finance Limited as compliance advisor Company Key Positions and Institutions | Position Category | Name/Institution | | :--- | :--- | | **Executive Directors** | Ms. Shen Juanjuan (Chairperson), Mr. Yao Junyuan (CEO), Mr. Wong Hin Ying (Deputy CEO), Mr. Siow Keng Yee (Deputy CEO & CFO), Mr. Chew Yong Siang (COO) | | **Independent Non-Executive Directors** | Mr. Kong Chee Weng, Dato' Dr. Sim Mong Keang, Mr. Lim Boon Yew | | **Non-Executive Director** | Mr. Chew Hong Yeow | | **Audit Committee Chairman** | Mr. Kong Chee Weng | | **Remuneration Committee Chairman** | Dato' Dr. Sim Mong Keang | | **Nomination Committee Chairman** | Mr. Lim Boon Yew | | **Compliance Advisor** | Ascent Partners Corporate Finance Limited | | **Auditor** | Ernst & Young | [Five-Year Financial Summary](index=9&type=section&id=%E4%BA%94%E5%B9%B4%E8%B4%A2%E5%8A%A1%E6%A6%82%E8%A6%81) [Financial Performance and Position](index=9&type=section&id=%E8%B4%A2%E5%8A%A1%E8%A1%A8%E7%8E%B0%E4%B8%8E%E7%8A%B6%E5%86%B5) This section outlines the Group's key financial data over the past five fiscal years, showing 2019 revenue of SGD 14.92 million, a significant rebound in profit before tax and net profit to SGD 4.99 million and SGD 4.62 million respectively, and an increase in net assets/total equity to SGD 37.59 million, indicating a robust financial position Five-Year Performance Overview (Thousand Singapore Dollars) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 14,919 | 11,786 | 18,583 | 11,493 | 8,711 | | **Profit Before Tax** | 4,994 | 1,115 | 6,439 | 3,413 | 6,040 | | **Profit for the Year Attributable to Owners of the Company** | 4,622 | 1,081 | 6,630 | 3,587 | 5,986 | Five-Year Assets, Liabilities, and Equity Overview (Thousand Singapore Dollars) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Non-Current Assets** | 3,595 | 4,581 | 5,423 | 17,480 | 15,218 | | **Total Current Assets** | 36,770 | 32,906 | 14,787 | 9,415 | 8,820 | | **Total Current Liabilities** | 2,566 | 2,173 | 4,299 | 4,398 | 2,338 | | **Net Assets / Total Equity** | 37,585 | 35,089 | 15,468 | 22,325 | 21,211 | [Management Discussion and Analysis](index=10&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) [Overview](index=11&type=section&id=%E6%80%BB%E8%A7%88) The Group, as an integrated asset management company, manages 28 real estate projects across Singapore, Malaysia, Indonesia, and Australia, successfully expanding its business in 2019 through a major Australian hotel portfolio acquisition and the establishment of family office management services - The Group formed ZACD Australia Hospitality Fund with Australian fund manager iProsperity Group to jointly acquire a portfolio of up to 23 hotels in Australia, valued at **AUD 212.6 million**[39](index=39&type=chunk) - The Group expanded into family office management services and was appointed as an investment advisor for a family office with approximately **USD 100 million** in assets under management[37](index=37&type=chunk) [Financial Review and Business Review](index=12&type=section&id=%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B9%E5%8F%8A%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%B9) In FY2019, the Group's net profit after tax was approximately SGD 4.6 million, a significant year-over-year increase of 327.6%, primarily due to increased revenue from fund management and financial advisory businesses and reduced listing expenses, with total revenue growing by 26.6% to SGD 14.9 million 2019 Fiscal Year Financial Performance Summary | Indicator | 2019 (Thousand Singapore Dollars) | 2018 (Thousand Singapore Dollars) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 14,919 | 11,786 | +26.6% | | **Net Profit After Tax** | 4,622 | 1,081 | +327.6% | - The significant profit growth was due to increased revenue (primarily from fund management and financial advisory businesses) and no listing expenses in 2019 (compared to **SGD 1 million** in 2018), partially offset by higher staff costs and income tax expenses[39](index=39&type=chunk)[53](index=53&type=chunk) [Segment Performance Analysis](index=13&type=section&id=%E5%88%86%E9%83%A8%E4%B8%9A%E7%BB%A9%E5%88%86%E6%9E%90) This section details the revenue and performance of each business segment, highlighting fund management and financial advisory services as the main growth drivers in 2019, while other segments experienced declines due to project cycle completion or non-renewal of contracts Revenue and Performance by Business Segment (Thousand Singapore Dollars) | Business Segment | 2019 Revenue | 2018 Revenue | Revenue Change | 2019 Segment Performance | 2018 Segment Performance | | :--- | :--- | :--- | :--- | :--- | :--- | | **Special Purpose Entity Investment Management** | 3,328 | 4,407 | -24.5% | 2,361 | 3,409 | | **Fund Management** | 5,094 | 1,872 | +172.1% | 4,058 | 338 | | **Acquisition and Project Management** | 982 | 1,690 | -41.9% | 557 | 1,255 | | **Property and Leasing Management** | 3,282 | 3,586 | -8.5% | (177) | (139) | | **Financial Advisory** | 2,233 | 231 | +866.7% | 849 | (691) | | **Total** | **14,919** | **11,786** | **+26.6%** | **7,648** | **4,172** | - Fund management revenue significantly increased, primarily stemming from approximately **AUD 3.2 million** in acquisition fees received by the Group from the investment entity established for the acquisition of the Australian hotel portfolio[50](index=50&type=chunk) - Financial advisory service revenue surged, mainly due to the Group being appointed as an investment advisor for a family office with approximately **USD 100 million** in assets under management, earning approximately **SGD 1.5 million** in fees[52](index=52&type=chunk) - Special purpose entity investment management revenue decreased by **24.5%**, primarily because the number of investment entities recording dividends decreased from 13 to 11 in 2019, and new dividend-generating projects contributed less than in previous years[45](index=45&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E5%8F%8A%E8%B5%84%E6%9C%AC%E8%B5%84%E6%BA%90) The Group adopted prudent financial management, maintaining robust liquidity with no bank borrowings as of the end of 2019, a significant increase in cash and cash equivalents to SGD 18.34 million due to transitional loan repayments, and net current assets rising to SGD 34.20 million, demonstrating a strong financial foundation Key Liquidity Indicators (Thousand Singapore Dollars) | Indicator | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Cash and Cash Equivalents** | 18,342 | 7,708 | | **Trade Receivables** | 10,675 | 4,160 | | **Net Current Assets** | 34,204 | 30,733 | | **Bank Facilities or Borrowings** | 0 | 0 | - The significant increase in cash and cash equivalents was primarily attributable to the full repayment of transitional loans from ZACD Yield Trust, ZACD (Development2) Ltd., and ZACD (Shunfu2) Ltd. in 2019 (these loans and receivables were approximately **SGD 20 million** at the end of 2018)[60](index=60&type=chunk)[63](index=63&type=chunk) [Business Outlook](index=19&type=section&id=%E4%B8%9A%E5%8A%A1%E5%89%8D%E6%99%AF) The Group is optimistic about future business development but remains cautious about the short-term impact of COVID-19, planning to advance Singaporean residential and industrial projects, maintain confidence in the Australian market's long-term growth, and enhance fund management services while expanding international cooperation and family office management - Singapore Market: Expected increases in private residential prices will positively impact The Landmark redevelopment project; concurrently, the Group has successfully secured development rights for an industrial site in Mandai and is establishing a new development fund for it[69](index=69&type=chunk) - Australian Market: Despite impacts from bushfires and the pandemic, the Group remains optimistic about the long-term strong growth of Australia's tourism industry, viewing it as the foundation supporting its hotel investment portfolio value[71](index=71&type=chunk) - Future Strategy: Plans to enhance fund management services by identifying attractive real estate investment opportunities and establishing collaborations with investment companies in various regions to explore investment opportunities in Malaysia, Australia, China, and the United States[72](index=72&type=chunk) - The Group will continue to focus on developing family office management services and expand its corporate advisory teams in Singapore and Hong Kong to support business growth[73](index=73&type=chunk) [Use of Proceeds](index=21&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A1%B9%E7%94%A8%E9%80%94) The net proceeds from the company's listing were approximately SGD 21.6 million, with the transitional reserve fund and general working capital 100% utilized by the end of 2019, while other business segments had lower utilization rates due to cautious market conditions, leading the Board to reallocate approximately SGD 7.2 million of unutilized funds to the transitional reserve fund in March 2020 to enhance project investment competitiveness Use of Listing Proceeds and Utilization Rate (As of December 31, 2019) | Purpose | Allocated Net Amount (Thousand SGD) | Utilization Rate (%) | | :--- | :--- | :--- | | **Transitional Reserve Fund** | 8,900 | 100.0% | | **Investment Management** | 3,400 | 19.5% | | **Acquisition and Project Management** | 900 | 53.9% | | **Property and Leasing Management** | 3,300 | 50.9% | | **Financial Advisory** | 3,500 | 21.9% | | **General Working Capital** | 1,600 | 100.0% | - Due to unfavorable macroeconomic conditions in Singapore and fewer-than-expected project acquisitions, the Group adopted a cautious approach to new hires and expansion, leading to lower fund utilization across several business segments[80](index=80&type=chunk) - The Board decided on March 13, 2020, to reallocate approximately **SGD 7.2 million** of unutilized proceeds from four business segments to expand the scope of the transitional reserve fund, to be used for seed funding new potential real estate projects[81](index=81&type=chunk)[82](index=82&type=chunk) [Biographies of Directors](index=23&type=section&id=%E8%91%A3%E4%BA%8B%E7%AE%80%E4%BB%8B) [Background of Board Members](index=24&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E6%88%90%E5%91%98%E8%83%8C%E6%99%AF) This section details the personal resumes, professional backgrounds, and industry experience of the company's executive, non-executive, and independent non-executive directors, highlighting the extensive real estate investment and management experience of founders Ms. Shen Juanjuan and Mr. Yao Junyuan, and the deep professional knowledge of other board members in finance, accounting, law, and corporate management, supporting the Group's stable operations and strategic development - Executive Director and CEO Mr. Yao Junyuan, one of the Group's founders, has over **13 years** of experience in industrial property development in Singapore, primarily responsible for the Group's operations, strategic planning, and development[87](index=87&type=chunk) - Executive Director and Chairperson Ms. Shen Juanjuan, one of the Group's founders, has approximately **23 years** of cross-border real estate investment experience, previously worked at Colliers International, and is primarily responsible for the Group's marketing activities and overall administrative management[89](index=89&type=chunk)[90](index=90&type=chunk) - Executive Director, Deputy CEO, and CFO Mr. Siow Keng Yee, has over **20 years** of corporate finance, M&A, accounting, and auditing experience, and is a licensed responsible officer for the company in Hong Kong, responsible for Type 1, 4, and 6 regulated activities[94](index=94&type=chunk) - Independent Non-Executive Director Mr. Kong Chee Weng, has over **21 years** of experience in accounting, auditing, financial management, and corporate governance, and holds positions in several Hong Kong Main Board listed companies, providing independent advice to the Board[101](index=101&type=chunk) [Environmental, Social and Governance Report](index=29&type=section&id=%E7%8E%AF%E5%A2%83%E3%80%81%E7%A4%BE%E4%BC%9A%E5%8F%8A%E7%AE%A1%E6%B2%BB%E6%8A%A5%E5%91%8A) [Environmental Aspect (A1, A2, A3)](index=32&type=section&id=%E7%8E%AF%E5%A2%83%E5%B1%82%E9%9D%A2%20(A1%2C%20A2%2C%20A3)) The Group is committed to minimizing its environmental impact, with minimal operational emissions primarily from office consumption, and in 2019, effective management reduced copy paper usage by 20% and printer cartridge usage by 36.3% through energy and water saving measures, waste paper recycling, and encouraging public transport use 2019 Office Resource Consumption Comparison | Item | 2018 Fiscal Year | 2019 Fiscal Year | Change | | :--- | :--- | :--- | :--- | | **Average Monthly Paper Usage** | 7.5 reams | 6 reams | -20.00% | | **Average Monthly Printer Cartridge Usage** | SGD 1,724.83 | SGD 1,098.68 | -36.30% | - The Group's daily operational energy consumption is mainly office electricity, with an average monthly consumption of **7,022 kWh**; the Group saves energy by automatically turning off air conditioning and lights after work hours[120](index=120&type=chunk) [Social Aspect (B1-B8)](index=33&type=section&id=%E7%A4%BE%E4%BC%9A%E5%B1%82%E9%9D%A2%20(B1-B8)) The Group views employees as its most valuable asset, committed to providing equal employment opportunities, competitive compensation, and career development, with 98 employees and a 25% annual turnover rate as of 2019, implementing comprehensive safety policies with no work-related injuries, and engaging in various community welfare activities through the "ZACD Care Group" Employee Profile as of December 31, 2019 | Category | Quantity/Ratio | | :--- | :--- | | **Total Employees** | 98 people | | **Gender Distribution** | Male 54%, Female 46% | | **Age Distribution** | Under 30 30%, 31-50 58%, Over 50 12% | | **Employment Type** | Full-time 99%, Part-time 1% | | **Annual Turnover Rate** | 25% | - The Group implemented a Flexible Work Arrangement (FWA) program and provides benefits such as birthday leave, marriage leave, and examination leave to enhance employee work-life balance[131](index=131&type=chunk) - In terms of health and safety, the Group had no lost workdays due to work-related injuries and no work-related fatalities during the year[143](index=143&type=chunk) - The Group adopts a zero-tolerance policy towards corruption, with no confirmed corruption incidents or suspected cases during the year[153](index=153&type=chunk)[155](index=155&type=chunk) - In terms of community contributions, the Group organized various CSR activities, including sponsoring sports events for TOUCH Silent Club, organizing museum visits for seniors, and holding Christmas events for underprivileged children[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) [Directors' Report](index=41&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E6%8A%A5%E5%91%8A) [Dividends and Reserves](index=42&type=section&id=%E8%82%A1%E6%81%AF%E4%B8%8E%E5%82%A8%E5%A4%87) The Board approved and paid an interim dividend of SGD 1 million in August 2019, equivalent to 0.05 Singapore cents per share, but does not recommend paying a final dividend for FY2019, with distributable reserves of approximately SGD 3.964 million as of December 31, 2019 - The Board approved and paid an interim dividend of **SGD 1,000,000** (**0.05 Singapore cents** per ordinary share) for the fiscal year ended December 31, 2019, on September 6, 2019[169](index=169&type=chunk) - The Board does not recommend paying a final dividend for the fiscal year ended December 31, 2019[169](index=169&type=chunk) - As of December 31, 2019, the Group's distributable reserves were approximately **SGD 3,964,000**[184](index=184&type=chunk) [Major Customers and Suppliers](index=45&type=section&id=%E4%B8%BB%E8%A6%81%E5%AE%A2%E6%88%B7%E4%B8%8E%E4%BE%9B%E5%BA%94%E5%95%86) In FY2019, the Group experienced high customer concentration, with sales to the top five customers accounting for 45.5% of total sales and the largest single customer accounting for 20.2%, while having no major suppliers due to staff costs and professional fees being its primary expenses - During the fiscal year, sales to the Group's top five customers accounted for **45.5%** of total sales[185](index=185&type=chunk) - Sales to the largest customer accounted for **20.2%** of total sales[185](index=185&type=chunk) [Directors' Interests in Shares](index=47&type=section&id=%E8%91%A3%E4%BA%8B%E4%BA%8E%E8%82%A1%E4%BB%BD%E4%B9%8B%E6%9D%83%E7%9B%8A) This section discloses directors' share interests in the Company and related corporations, with controlling shareholders Mr. Yao Junyuan and Ms. Shen Juanjuan deemed to have an interest in 1,328,800,000 ordinary shares, representing 66.44% of the issued share capital through their jointly controlled ZACD Investments Pte. Ltd., and other executive directors also holding company shares Major Directors' Long Positions in the Company's Ordinary Shares (As of December 31, 2019) | Director Name | Capacity | Number of Shares Held | Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | **Mr. Yao Junyuan** | Controlled Corporation Interest | 1,328,800,000 | 66.44% | | **Ms. Shen Juanjuan** | Controlled Corporation Interest | 1,328,800,000 | 66.44% | | **Mr. Siow Keng Yee** | Personal Beneficial Ownership | 22,000,000 | - | | **Mr. Chew Yong Siang** | Personal Beneficial Ownership | 20,000,000 | - | - Mr. Yao and Ms. Shen are spouses and are deemed to have a joint interest in the Company's shares held by ZACD Investments Pte. Ltd. (which they jointly hold **51%** and **49%** respectively)[206](index=206&type=chunk) [Share Option Scheme](index=51&type=section&id=%E8%B4%AD%E8%82%A1%E6%9D%83%E8%AE%A1%E5%88%92) The Company adopted a share option scheme on December 13, 2017, to incentivize and reward eligible individuals, valid until January 15, 2028, with a maximum of 200 million shares (10% of issued shares at listing) available for grant, though no options had been granted as of December 31, 2019 - The share option scheme became effective on January 16, 2018, and is valid for **10 years**, to expire on January 15, 2028[213](index=213&type=chunk) - The maximum number of shares that can be issued under the scheme is **200,000,000 shares**, representing **10%** of the issued shares at the time of listing[216](index=216&type=chunk) - As of December 31, 2019, the Company had not granted or agreed to grant any share options under the scheme[217](index=217&type=chunk) [Continuing Connected Transactions](index=53&type=section&id=%E6%8C%81%E7%BB%AD%E5%85%B3%E8%BF%9E%E4%BA%A4%E6%98%93) During the fiscal year, the Group engaged in several continuing connected transactions, primarily involving providing investment management and property maintenance services to associated companies and receiving investment management fees from related parties, all reviewed by independent non-executive directors and the auditor, confirming they were conducted on normal commercial terms, in the overall interest of shareholders, and within annual caps Major Continuing Connected Transactions in FY2019 | Transaction Description | Connected Party | Relationship | Total Consideration (SGD) | | :--- | :--- | :--- | :--- | | **Provision of Maintenance and Repair Services** | Neew Pte. Ltd. | Wholly-owned by controlling shareholders | 555,000 | | **Receipt of Investment Management Service Fees** | ZACD (Sennett) Pte. Ltd. | Ultimate holding company and the Company collectively own over 30% | 54,000 | | **Receipt of Investment Management Service Fees** | ZACD (Woodlands2) Pte. Ltd. | Ultimate holding company and the Company collectively own over 30% | 380,000 | | **Receipt of Investment Management Service Fees** | ZACD Investments Pte. Ltd. | Ultimate holding company | 63,000 | - Independent non-executive directors reviewed and confirmed that all continuing connected transactions were entered into in the ordinary course of the Group's business, on normal commercial terms, and were fair and reasonable, in the overall interest of shareholders[240](index=240&type=chunk) - The Company's auditor, Ernst & Young, issued an unqualified opinion letter regarding the continuing connected transactions, confirming that the transactions complied with relevant regulations and did not exceed the annual caps[240](index=240&type=chunk)[241](index=241&type=chunk) [Corporate Governance Report](index=58&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E6%8A%A5%E5%91%8A) [Board and Committees](index=58&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E4%B8%8E%E5%A7%94%E5%91%98%E4%BC%9A) The Company is committed to high corporate governance, with a 9-member Board including 3 independent non-executive directors, complying with listing rules, and three committees (Audit, Nomination, Remuneration) all chaired by independent non-executive directors, with the Board and committees holding multiple meetings to deliberate on significant company matters, and the roles of Chairperson and CEO held by spouses Ms. Shen Juanjuan and Mr. Yao Junyuan, an arrangement the Board believes is conducive to strong and consistent leadership - The Board comprises **9 directors**, of whom **3** are independent non-executive directors, accounting for **one-third** of the Board members, complying with GEM Listing Rules[253](index=253&type=chunk)[254](index=254&type=chunk) - The roles of Chairperson (Ms. Shen Juanjuan) and CEO (Mr. Yao Junyuan) are distinct but held by spouses; the Board believes this arrangement provides strong and consistent leadership[258](index=258&type=chunk) FY2019 Board and Committee Meeting Attendance Record | Director Name | Board | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | **Mr. Yao Junyuan** | 4/4 | N/A | N/A | 1/1 | 1/1 | | **Ms. Shen Juanjuan** | 2/4 | N/A | 1/2 | N/A | 1/1 | | **Mr. Siow Keng Yee** | 4/4 | N/A | N/A | N/A | 1/1 | | **Mr. Kong Chee Weng (INED)** | 3/4 | 3/4 | 2/2 | 1/1 | 1/1 | | **Dato' Dr. Sim Mong Keang (INED)** | 4/4 | 4/4 | 2/2 | 1/1 | 1/1 | | **Mr. Lim Boon Yew (INED)** | 4/4 | 4/4 | 2/2 | 1/1 | 1/1 | [Internal Control and Shareholder Communication](index=65&type=section&id=%E5%86%85%E9%83%A8%E6%8E%A7%E5%88%B6%E4%B8%8E%E8%82%A1%E4%B8%9C%E6%B2%9F%E9%80%9A) The Board is responsible for maintaining adequate internal control systems to safeguard shareholder investments and company assets, considering existing systems effective and sufficient, with established compliance and internal audit departments, a risk register, and an audit plan, while maintaining effective communication with shareholders through various channels and clear procedures for convening extraordinary general meetings - The Board is responsible for maintaining and reviewing the effectiveness of internal control systems and considers the company's existing internal control systems effective and sufficient[293](index=293&type=chunk) - The company has established compliance and internal audit departments, identifying specific risk areas through a risk register and developing an annual audit plan[293](index=293&type=chunk) - The company provides shareholders with detailed procedures for convening extraordinary general meetings, where shareholders holding not less than **10%** of the voting shares have the right to request the Board to convene a meeting[297](index=297&type=chunk) [Independent Auditor's Report](index=68&type=section&id=%E7%8B%AC%E7%AB%8B%E6%A0%B8%E6%95%B0%E5%B8%88%E6%8A%A5%E5%91%8A) [Audit Opinion](index=68&type=section&id=%E5%AE%A1%E8%AE%A1%E6%84%8F%E8%A7%81) Auditor Ernst & Young issued an unqualified opinion on the Group's consolidated financial statements, affirming they were properly prepared in accordance with the Companies Act, IFRS, and SFRS(I), and fairly and truly reflect the Group's financial position as of December 31, 2019, and its financial performance for the year then ended - The auditor believes that the financial statements truly and fairly reflect the Group's financial position and performance[305](index=305&type=chunk) [Key Audit Matters](index=68&type=section&id=%E5%85%B3%E9%94%AE%E5%AE%A1%E8%AE%A1%E4%BA%8B%E9%A1%B9) A key audit matter identified in this audit was "Valuation of Equity Securities Investments," as these unlisted equities lack active market quotations, and their fair value is determined using valuation techniques like discounted cash flow models, involving significant management judgment in assumptions and estimates, thus presenting estimation uncertainty - The key audit matter is "Valuation of Equity Securities Investments"[307](index=307&type=chunk)[309](index=309&type=chunk) - These investments are measured at fair value, but as there are no active market quotations, their valuation relies on internal model techniques involving significant unobservable data, presenting estimation uncertainty and classified as Level 3 financial instruments[309](index=309&type=chunk) [Consolidated Financial Statements](index=73&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) [Consolidated Statement of Profit or Loss and Consolidated Statement of Comprehensive Income](index=73&type=section&id=%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E8%A1%A8%E4%B8%8E%E7%BB%BC%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) In FY2019, the Group achieved revenue of SGD 14.919 million, a 26.6% year-over-year increase, with profit before tax at SGD 4.994 million and profit for the year attributable to owners at SGD 4.622 million, a significant increase from 2018, though other comprehensive loss of SGD 1.126 million from fair value changes in equity securities investments resulted in a total comprehensive income of SGD 3.496 million Consolidated Statement of Profit or Loss Summary (Thousand Singapore Dollars) | Item | 2019 | 2018 | | :--- | :--- | :--- | | **Revenue** | 14,919 | 11,786 | | **Profit Before Tax** | 4,994 | 1,115 | | **Profit for the Year Attributable to Owners of the Company** | 4,622 | 1,081 | | **Basic Earnings Per Share (cents)** | 0.23 | 0.05 | Consolidated Statement of Comprehensive Income Summary (Thousand Singapore Dollars) | Item | 2019 | 2018 | | :--- | :--- | :--- | | **Profit for the Year** | 4,622 | 1,081 | | **Other Comprehensive Loss** | (1,126) | (1,608) | | *Of which: Fair value changes of equity securities investments* | *(1,127)* | *(1,552)* | | **Total Comprehensive Income for the Year Attributable to Owners of the Company** | 3,496 | (527) | [Statement of Financial Position](index=75&type=section&id=%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) As of December 31, 2019, the Group's total assets were SGD 40.365 million, total liabilities were SGD 2.780 million, and total equity was SGD 37.585 million, indicating a healthy financial structure with strong short-term solvency due to current assets of SGD 36.770 million significantly exceeding current liabilities of SGD 2.566 million, and notably, approximately SGD 20 million in "loans and related receivables" from 2018 was reduced to zero Consolidated Statement of Financial Position Summary (Thousand Singapore Dollars) | Item | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Non-Current Assets** | 3,595 | 4,581 | | **Total Current Assets** | 36,770 | 32,906 | | **Total Assets** | **40,365** | **37,487** | | **Total Current Liabilities** | 2,566 | 2,173 | | **Total Non-Current Liabilities** | 214 | 225 | | **Total Liabilities** | **2,780** | **2,398** | | **Total Equity** | **37,585** | **35,089** | [Consolidated Statement of Cash Flows](index=78&type=section&id=%E7%BB%BC%E5%90%88%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In FY2019, the Group's cash and cash equivalents increased by SGD 10.519 million, with a net cash outflow of SGD 1.572 million from operating activities primarily due to increased trade receivables, a significant net cash inflow of SGD 13.669 million from investing activities driven by the recovery of nearly SGD 20 million in transitional loans, and a net cash outflow of SGD 1.578 million from financing activities mainly for dividend payments and lease liability repayments Consolidated Statement of Cash Flows Summary (Thousand Singapore Dollars) | Item | 2019 | 2018 | | :--- | :--- | :--- | | **Net Cash Flow from Operating Activities** | (1,572) | 2,916 | | **Net Cash Flow from Investing Activities** | 13,669 | (16,351) | | **Net Cash Flow from Financing Activities** | (1,578) | 18,585 | | **Net Increase in Cash and Cash Equivalents** | 10,519 | 5,150 | | **Cash and Cash Equivalents at End of Year** | 18,342 | 7,708 | - Cash flow from investing activities turned positive, mainly due to the recovery of **SGD 19.968 million** in transitional loans and related interest[347](index=347&type=chunk) [Notes to the Financial Statements](index=80&type=section&id=%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) [Note 3: Significant Accounting Judgments, Estimates, and Assumptions](index=102&type=section&id=Note%203.%20%E9%87%8D%E5%A4%A7%E4%BC%9A%E8%AE%A1%E5%88%A4%E6%96%AD%E3%80%81%E4%BC%B0%E8%AE%A1%E5%8F%8A%E5%81%87%E8%AE%BE) This note reveals key management judgments and estimates in financial statement preparation, including consolidation of investment special purpose entities (SPEs) and private real estate funds, recognition of performance fees, and fair value measurement of equity securities investments and expected credit loss provisions for trade receivables, all involving significant uncertainty due to unobservable input data and future forecasts - Significant Judgment: The Group needs to determine whether it acts as an agent or principal in the SPEs and funds it manages, thereby deciding whether to consolidate them into the consolidated statements; as of the end of 2019, the Group believed it did not control the **22 SPEs** and **7 private equity funds** it managed[455](index=455&type=chunk)[457](index=457&type=chunk) - Significant Estimate: Fair value measurement of equity securities investments is a significant estimate; as these investments have no market quotations, their valuation relies on discounted cash flow (DCF) models, where inputs such as future cash flows, uncertainty discounts (**68%-96%**), and discount rates involve significant estimation[461](index=461&type=chunk)[645](index=645&type=chunk) - Significant Estimate: The provision for expected credit losses (ECL) on trade receivables is another significant estimate; the Group uses a provision matrix based on historical default rates combined with forward-looking information to calculate ECL, which involves forecasting future economic conditions[462](index=462&type=chunk) [Note 4: Operating Segment Information](index=105&type=section&id=Note%204.%20%E7%BB%8F%E8%90%A5%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) This note provides detailed segment information by business and geographical area, showing Singapore as the primary revenue source at SGD 9.664 million (though a decrease), significant growth in Australian market revenue to SGD 3.152 million, and revenue from the largest single customer (Customer A) accounting for 20.2% of total revenue, indicating some customer concentration Revenue from External Customers by Geographical Location (Thousand Singapore Dollars) | Region | 2019 | 2018 | | :--- | :--- | :--- | | **Singapore** | 9,664 | 10,518 | | **Australia** | 3,152 | 413 | | **British Virgin Islands** | 1,496 | – | | **Malaysia** | 306 | 474 | | **Indonesia** | 5 | 314 | | **Other** | 296 | 67 | | **Total** | **14,919** | **11,786** | - Revenue from the single largest customer (Customer A) was **SGD 3.008 million**, accounting for **20.2%** of the Group's total revenue[488](index=488&type=chunk) [Note 14: Equity Securities Investments](index=119&type=section&id=Note%2014.%20%E8%82%A1%E6%9C%AC%E8%AF%81%E5%88%B8%E6%8A%95%E8%B5%84) This note details equity securities investments, a key audit matter, representing the Group's equity holdings or contractual rights in unlisted investment special purpose entities (SPEs) as consideration for investment management services; as of 2019, their fair value was SGD 2.297 million, a decrease from SGD 3.424 million, with a loss of SGD 1.127 million from fair value changes recognized in other comprehensive income Fair Value of Equity Securities Investments (Thousand Singapore Dollars) | Item | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Unlisted Equity Shares, at Fair Value** | 1,299 | 1,739 | | **Contractual Rights to Unlisted Equity Shares, at Fair Value** | 998 | 1,685 | | **Total** | **2,297** | **3,424** | - These investments represent formation shares or contractual rights to future formation shares obtained by the Group for providing services to SPE investors, with returns realized through dividend distributions from SPEs[538](index=538&type=chunk) - During the year, a fair value change loss of **SGD 1,127,000** related to equity securities investments was recognized in other comprehensive income[536](index=536&type=chunk) [Note 28: Related Party Transactions](index=139&type=section&id=Note%2028.%20%E5%85%B3%E8%BF%9E%E6%96%B9%E4%BA%A4%E6%98%93) This note discloses numerous transactions between the Group and related parties, including dividend income, fund management fees, and project management fees from associated investment entities and development projects, as well as maintenance and repair service fees and rental expenses paid to related parties, demonstrating the close ties between the Group's business and its controlling shareholders and other related entities Major Related Party Transaction Revenue in 2019 (Thousand Singapore Dollars) | Revenue Type | Amount | | :--- | :--- | | **Investment Management - Dividend Income** | 3,077 | | **Investment Management - Fund Management Fees** | 1,404 | | **Project Management Fees** | 650 | Major Related Party Transaction Expenses in 2019 (Thousand Singapore Dollars) | Expense Type | Amount | | :--- | :--- | | **Repair and Maintenance Service Expenses** | 555 | | **Lease Expenses** | 33 | - Total remuneration for key management personnel (including directors) was **SGD 1,069,000**[621](index=621&type=chunk) [Note 30: Contingent Liabilities](index=146&type=section&id=Note%2030.%20%E6%88%96%E7%84%B6%E8%B4%9F%E5%80%BA) This note reveals significant contingent liabilities faced by the Group, specifically large guarantees provided for two major real estate development projects, which constitute potential significant financial risks crucial for assessing the company's overall risk profile, despite not being actual liabilities at the reporting date - The Company provided loan financing guarantees totaling **SGD 150,744,796** for the residential redevelopment project at 173 Chin Swee Road, Singapore (Landmark Development)[626](index=626&type=chunk) - The Company provided loan financing guarantees totaling **SGD 38,015,040** for the integrated development project at Bukit Batok West Avenue 6, Singapore (BBW6 Development)[627](index=627&type=chunk) [Note 33: Financial Risk Management](index=154&type=section&id=Note%2033.%20%E9%87%91%E8%9E%8D%E9%A3%8E%E9%99%A9%E7%AE%A1%E7%90%86) The Group faces major financial risks including credit risk, liquidity risk, and foreign currency risk, with credit risk stemming from customer concentration (top five debtors accounting for 69% of receivables), liquidity risk managed by maintaining sufficient cash, and foreign currency risk from HKD and AUD assets impacting profit, while capital management aims to ensure continuous operation and compliance with regulatory capital requirements - Credit Risk: There is customer concentration risk; as of the end of 2019, receivables from the largest debtor accounted for **28%**, and from the top five debtors accounted for **69%**[658](index=658&type=chunk) - Liquidity Risk: The Group manages liquidity risk by monitoring and maintaining adequate levels of cash and cash equivalents[659](index=659&type=chunk) - Foreign Currency Risk: The Group holds HKD and AUD assets, and exchange rate fluctuations can affect profit; for example, a **4%** change in the SGD to AUD exchange rate would result in an approximate **SGD 0.244 million** change in profit before tax[668](index=668&type=chunk)[670](index=670&type=chunk) - Capital Management: The Group is regulated by MAS and SFC, subject to minimum capital requirements, and has established a legal and compliance department for monitoring[672](index=672&type=chunk)

Financial Performance - The group recorded a net loss of approximately SGD 1.5 million for the nine months ended September 30, 2019, a significant increase of about 421.3% compared to a net loss of SGD 286,000 for the same period in 2018[14]. - The unaudited revenue decreased by approximately 21.5% year-on-year, from about SGD 7.9 million in the previous period to approximately SGD 6.2 million in the current period, primarily due to a reduction in investment management business income[14]. - The basic and diluted loss per share for the current period was approximately SGD 0.07[14]. - The total comprehensive loss attributable to owners of the company for the current period was SGD 734,000, compared to SGD 1.2 million in the previous period[16]. - The company reported a loss of SGD 2,149,000 for the nine months ended September 30, 2019, compared to a retained profit of SGD 4,261,000 for the same period in 2018, indicating a significant shift in financial performance[18]. - The company recorded a net loss of approximately SGD 1.5 million during the review period, compared to a net loss of approximately SGD 286,000 in the previous period[82]. Revenue Breakdown - Revenue from external customers for Singapore was SGD 5,467,000 for the nine months ended September 30, 2019, compared to SGD 7,102,000 for the same period in 2018, representing a decrease of approximately 23%[49]. - Revenue from Malaysia increased to SGD 296,000 for the nine months ended September 30, 2019, compared to SGD 286,000 in the same period of 2018, reflecting a growth of about 3.5%[49]. - The group’s revenue from Australia decreased significantly to SGD 104,000 for the nine months ended September 30, 2019, down from SGD 409,000 in the same period of 2018[49]. - The group’s revenue from other countries/jurisdictions increased to SGD 340,000 for the nine months ended September 30, 2019, compared to SGD 114,000 in the same period of 2018[49]. - The group’s total revenue for the nine months ended September 30, 2019, was SGD 6,207,000, down from SGD 7,911,000 in the same period of 2018, indicating a decline of approximately 21.5%[66]. Expenses and Costs - Employee costs increased from approximately SGD 5.5 million in the previous period to about SGD 5.8 million in the current period, mainly due to the hiring of more professionals to support business expansion[14]. - Other net expenses decreased from approximately SGD 3 million in the previous period to about SGD 1.9 million in the current period, attributed to the absence of listing expenses in the current period[14]. - The company’s total comprehensive loss for the period included a foreign exchange loss of SGD 42,000 related to overseas operations[18]. - The group recognized short-term lease payments of SGD 33,000 during the nine months ended September 30, 2019, which is included in other expenses in the income statement[38]. Strategic Focus and Future Plans - The company is focused on expanding its business operations and increasing the size of its executive board[14]. - The financial results indicate a need for strategic adjustments in investment management to improve revenue streams moving forward[14]. - The company plans to continue expanding its family office services and is actively seeking new contracts to diversify its client base and enhance revenue streams[71][73]. - The company aims to expand its investor base by diversifying its development towards institutional and family offices, actively seeking attractive property investment opportunities across the Asia-Pacific region[88]. - The company plans to bid for new industrial and commercial projects in Singapore, anticipating stable demand for private residential properties[89]. Compliance and Governance - The financial statements were prepared in accordance with International Financial Reporting Standards and Singapore Financial Reporting Standards, ensuring compliance and transparency[22]. - The company did not adopt any new standards that had a significant impact on the third-quarter performance, maintaining consistency in accounting policies[24]. - The audit committee, consisting of three independent non-executive directors, reviewed the group's performance for the nine months ending September 30, 2019[149]. - The company has established an audit committee in accordance with the GEM Listing Rules to oversee financial reporting and risk management[149]. Shareholder Information - As of September 30, 2019, Mr. Yao and Ms. Shen hold 65.57% of the company's ordinary shares through a controlled corporation[121]. - The company has not received any notifications regarding interests in its shares or related securities that require disclosure under the Securities and Futures Ordinance[145]. - ZACD Investments is considered the beneficial owner of the shares held by Mr. Yao and Ms. Shen[144].

Financial Performance - The group recorded a net loss of approximately SGD 983,000 for the six months ended June 30, 2019, a significant decrease of about 563.7% compared to a net profit of approximately SGD 212,000 for the same period in 2018[17]. - The group's unaudited revenue decreased by approximately 22.8%, from about SGD 5.7 million in the previous period to approximately SGD 4.4 million in the review period, primarily due to a decline in investment management business income[17]. - Basic and diluted loss per share for the review period was approximately SGD 0.05[18]. - The company reported a loss attributable to owners of SGD 983,000 for the period, compared to a profit of SGD 212,000 in the previous year[24]. - Total comprehensive loss attributable to owners for the period was SGD 879,000, down from a comprehensive income of SGD 532,000 in the same period last year[24]. - The company reported a net loss of approximately SGD 983,000 for the first half of 2019, a significant decline compared to the same period last year, attributed to reduced income from special purpose entity investment management[129]. Revenue Breakdown - Revenue for the six months ended June 30, 2019, was SGD 4,385,000, a decrease from SGD 5,679,000 in the same period of 2018, representing a decline of approximately 22.8%[62]. - The group's investment management services generated SGD 753,000 in revenue from Singapore, SGD 121,000 from Malaysia, and SGD 3,000 from other jurisdictions for the six months ended June 30, 2019[66]. - The group’s financial advisory services generated SGD 283,000 in revenue for the six months ended June 30, 2019, compared to SGD 40,000 in the same period of 2018[66]. - The group’s property management and leasing services generated SGD 1,688,000 in revenue for the six months ended June 30, 2019, slightly down from SGD 1,710,000 in 2018[66]. - The group’s fund management services reported revenue of SGD 1,004,000 for the six months ended June 30, 2019, compared to SGD 896,000 in the same period of 2018, reflecting an increase of approximately 12.1%[66]. - The group’s project consulting and management services generated SGD 377,000 in revenue for the six months ended June 30, 2019, compared to SGD 483,000 in 2018, a decrease of approximately 22%[66]. Expenses and Costs - Employee costs, including directors' remuneration, increased from approximately SGD 3.5 million in the previous period to about SGD 4.0 million in the review period, mainly due to hiring more professionals to support business expansion[17]. - Other net expenses decreased from approximately SGD 1.7 million to about SGD 1.3 million, with no listing expenses recorded in the current period[112]. Assets and Liabilities - Non-current assets increased to SGD 5,403,000 as of June 30, 2019, compared to SGD 4,581,000 as of December 31, 2018[26]. - Current assets decreased to SGD 31,681,000 from SGD 32,906,000 at the end of the previous year[26]. - The company's total liabilities increased, with current liabilities totaling SGD 2,414,000, up from SGD 2,173,000[26]. - The company reported a decrease in total equity to SGD 34,210,000 as of June 30, 2019, down from SGD 35,089,000 at the end of 2018[26]. Cash Flow - The net cash used in operating activities for the six months ended June 30, 2019, was SGD 3,809,000, compared to cash generated of SGD 2,590,000 in the same period of 2018[32]. - Cash flow from investing activities for the six months ended June 30, 2019, was a net inflow of 14,237 thousand Singapore dollars, compared to a net outflow of 15,880 thousand Singapore dollars in the same period of 2018[34]. - Cash and cash equivalents increased by 10,194 thousand Singapore dollars, reaching a total of 17,884 thousand Singapore dollars at the end of the period, compared to 10,335 thousand Singapore dollars at the end of the same period in 2018[34]. Dividends - The board proposed an interim dividend of SGD 1,000,000 for the financial year ending December 31, 2019, equivalent to SGD 0.05 per ordinary share[17]. - The company proposed an interim dividend of SGD 1 million for the fiscal year ending December 31, 2019, equating to SGD 0.05 per ordinary share[127]. Investments and Future Plans - The company plans to expand its investment base by diversifying into institutional and family office investments across the Asia-Pacific region, targeting attractive property investment opportunities[129]. - The company expects to bid for residential projects in Singapore's central region, where property prices have increased by 1.5%[129]. - The company is forming a joint venture with an Australian fund management company to acquire hotel portfolios in major regions of Australia[130]. Related Party Transactions - Total related party transactions amounted to SGD 733,000 in the review period, a significant decrease from SGD 2.256 million in the previous period[86]. - Special purpose entity management fees from the ultimate holding company were SGD 114,000 in the previous period, with no income reported in the review period[86]. Convertible Loans - ZACD Investments has entered into a convertible loan agreement with ZACD (Canberra) Pte. Ltd. for a principal amount of SGD 1,400,000, convertible into up to 22.80% of the enlarged issued share capital[150]. - ZACD Investments has a convertible loan agreement with ZACD (Frontier) Pte. Ltd. for a principal amount of SGD 1,300,000, convertible into up to 30.50% of the enlarged issued share capital[152]. - ZACD Investments has provided a convertible loan of SGD 2,000,000 to ZACD (Neew) Pte. Ltd., which can be converted into up to 19.40% of the enlarged issued share capital[153]. - The convertible loans provided by ZACD Investments are interest-free and are linked to the acquisition of related properties[150][152][153][155][157]. Corporate Governance - The audit committee consists of three independent non-executive directors, with Mr. Jiang Zhiwu as the chairman[172]. - The company has established an audit committee in accordance with GEM Listing Rules to oversee financial reporting and risk management[172]. - The board of directors includes five executive directors and three independent non-executive directors as of August 8, 2019[174].

ZQCD ZACD GROUPLTD. 杰地集團有限公司 8313 （於新加坡註冊成立的有限公司） 股份代號： 第一季度 業績報告 2019 僅供識別 香港聯合交易所有限公司（「聯交所」）GEM特色 GEM乃為較其他於聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市市場。有 意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，於GEM買賣的證券可能會較於主板買賣的證券承受較 大的市場波動風險，同時無法保證於GEM買賣的證券會有高流通市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示不會就因本報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。 本報告（杰地集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事願共同及個別對此 負全責）乃遵照GEM上市規則之規定而提供有關本公司之資料。本公司各董事經作出一切合理 查詢後，確認就彼等所深知及深信：本報告所載資料在各重大方面均屬準確及完備，並無誤導 或欺詐成份，並無遺漏任何其他事項，足以令致本報告或其所載 ...

C C C ZACD GROUP LTD. 杰地集團有限公司* 於新加坡註冊成立的有限公司 股份代號：8313 C * 僅供議別 香港聯合交易所有限公司（「聯交所」）GEM特色 GEM乃為較其他於聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市市場。 有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，於GEM買賣的證券可能會較於聯交所主板買賣的證券 承受較大的市場波動風險，同時無法保證於GEM買賣的證券會有高流通市場。 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報告的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示不會就因本報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。 本報告（杰地集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事願共同及個別對 此負全責）乃遵照GEM上市規則之規定而提供有關本公司之資料。本公司各董事經作出一切 合理查詢後，確認就彼等所深知及深信：本報告所載資料在各重大方面均屬準確及完備，並 無誤導或欺詐成份，並無遺漏任何其他事項，足以令致本報告或其所載 ...