[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].

Financial Performance - The company recorded a net loss of approximately SGD 313,000 for the three months ended March 31, 2019, an improvement of about 16.8% compared to the same period in 2018[15]. - The unaudited revenue decreased by 32.8% or approximately SGD 1.3 million to about SGD 2.6 million for the three months ended March 31, 2019, primarily due to a reduction in dividends received from the investment management segment[15]. - The loss per share for the period was approximately SGD 0.02[15]. - The total comprehensive loss attributable to owners of the company for the period was SGD 550,000, compared to SGD 351,000 in the previous year[17]. - The company did not declare any dividends for the three months ended March 31, 2019[15]. - The company experienced a foreign exchange loss of SGD 34,000 during the period[17]. - The company’s employee costs increased, impacting overall financial performance[15]. - The group reported a pre-tax loss of SGD 669,000 for the three months ended March 31, 2019, compared to a loss of SGD 1,935,000 in 2018[40]. - The group recorded a net loss of approximately SGD 313,000 for the period, an improvement from a net loss of approximately SGD 376,000 in the previous period[65]. Revenue Breakdown - Total revenue for the three months ended March 31, 2019, was SGD 2,582,000, a decrease of 32.8% compared to SGD 3,840,000 in 2018[38]. - Revenue from investment management services decreased to SGD 1,212,000, down 43.0% from SGD 2,552,000 in the previous year[38]. - Special purpose entity management fees were SGD 799,000, a significant drop of 62.6% from SGD 2,135,000 in 2018[38]. - Project consulting and management service fees decreased to SGD 225,000, down 45.7% from SGD 415,000 in 2018[38]. - Property management and leasing management fees were SGD 860,000, a slight decrease of 1.5% from SGD 873,000 in 2018[38]. - Financial advisory fees amounted to SGD 285,000, with no revenue reported in the same period last year[38]. - Other income and gains totaled SGD 247,000, an increase of 81.6% compared to SGD 136,000 in 2018[38]. - The investment management segment's unaudited revenue fell by approximately 52.5% from about SGD 2.6 million to approximately SGD 1.2 million, attributed to a decrease in dividends from special purpose entities[55]. - The project consulting and management services segment's unaudited revenue decreased by approximately 45.8% from about SGD 415,000 to approximately SGD 225,000, mainly due to contract expirations[56]. - The property management and leasing management services segment's unaudited revenue slightly decreased from approximately SGD 873,000 to about SGD 860,000, resulting in a loss due to insufficient economic scale[57]. - The financial advisory services segment recorded an increase in unaudited revenue from zero to approximately SGD 285,000, although it continued to incur a loss of about SGD 138,000[59]. Cost and Expenses - The company’s marketing expenses and other expenses were reported at SGD 743,000 and SGD 9,000 respectively for the period[17]. - Employee costs rose to approximately SGD 2.2 million from about SGD 1.8 million, attributed to an increase in the number of executive board members and hiring of professional staff for business expansion[61]. - Other net expenses decreased by approximately 68.5% from about SGD 2.4 million to approximately SGD 743,000, mainly due to reduced listing expenses and unrealized foreign exchange losses[63]. - The group recognized depreciation expenses of approximately SGD 128,000 related to right-of-use assets during the period[27]. - Interest expenses related to lease liabilities amounted to approximately SGD 9,000 for the same period[27]. Corporate Governance and Structure - The board 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[79]. - The company has established an audit committee in accordance with GEM Listing Rules, focusing on financial reporting and risk management[108]. - The audit committee, consisting of three independent non-executive directors, reviewed the group's performance for the first quarter ending March 31, 2019[110]. - The company has a total of five executive directors and three independent non-executive directors as of the report date[110]. - The compliance advisor and its affiliates have no interests in the company's securities as per GEM Listing Rules[107]. Shareholding and Ownership - Mr. Yao and Ms. Shen hold a combined 72.9% of the company's ordinary shares, with Mr. Yao holding 1,458,000,000 shares[80]. - Ms. Shen holds 49% of ZACD Investments, which has a total of 833,000 shares[82]. - The company has multiple controlled entities, with 100% ownership in several subsidiaries, including ZACD (Tuas Bay) Pte. Ltd. and ZACD (CCK) Pte. Ltd.[84]. - The company has issued a convertible loan agreement with ZACD (Canberra) Pte. Ltd. for S$1,400,000, which can convert into shares representing up to 22.80% of the expanded issued share capital[87]. - ZACD Investments has issued a convertible loan agreement with ZACD (Frontier) Pte. Ltd. for an amount of SGD 1,300,000, convertible into up to 30.50% of the expanded issued share capital[88]. - A convertible loan agreement with ZACD (Neew) Pte. Ltd. was established for SGD 2,000,000, convertible into up to 19.40% of the expanded issued share capital[90]. - ZACD Investments has a convertible loan agreement with ZACD (Tuas Bay) Pte. Ltd. for SGD 1,100,000, convertible into up to 12.10% of the expanded issued share capital[92]. - The company has issued a convertible loan agreement with ZACD (CCK) Pte. Ltd. for SGD 1,390,000, convertible into up to 14.80% of the expanded issued share capital[93]. - A convertible loan agreement with ZACD (Jurong) Pte. Ltd. was established for SGD 3,830,000, convertible into up to 17.10% of the expanded issued share capital[97]. - ZACD Investments has a convertible loan agreement with ZACD (Woodlands12) Pte. Ltd. for SGD 1,450,000, convertible into up to 10.90% of the expanded issued share capital[98]. - ZACD Investments holds 51% and 49% of the issued share capital of ZACD Investments, respectively, indicating significant ownership stakes[91]. - The company indirectly holds 60% of the issued share capital of SRI5000 Neew Developments Pte. Ltd. through ZACD (Berwick Drive) Pte. Ltd.[91]. - ZACD Investments has established various convertible loan agreements with multiple subsidiaries, indicating a strategy for capital expansion and investment in property development[88][90][92][93][97][98]. Market Outlook - The overall Singapore private residential property price index is expected to remain soft, with an anticipated annual performance ranging from a 1% increase to a 3% contraction for the entire year[69]. - The industrial property market in Singapore is showing signs of stabilization, with occupancy rates improving to 89.3% as of Q4 2018[70]. - The group aims to secure new contracts in property and leasing management, particularly in prime locations in Singapore, and is exploring potential acquisitions in Malaysia[73]. - The group plans to focus on completing the landmark building fund and actively expand its investor base through diversification into institutional and family offices[71]. - The net proceeds from the IPO amounted to approximately SGD 21.6 million, with allocations aimed at enhancing investment capabilities and expanding the investor network[74]. Other Information - The company has not received any notifications regarding interests or short positions in its shares or related securities as of March 31, 2019[105]. - There were no changes in the interests of directors and senior management in the company's shares or related securities as of March 31, 2019[104]. - No purchases, sales, or redemptions of the company's listed securities occurred during the three months ending March 31, 2019[106]. - The company did not report any significant new strategies or market expansions during the period[104].

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 ...