香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 Republic Healthcare Limited （於開曼群島註冊成立之有限公司） （股份代號：8357） 截至2023年3月31日止三個月之第一季度業績公告 Republic Healthcare Limited（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會茲公 佈本集團截至2023年3月31日止三個月之未經審核簡明綜合財務業績。本公告遵照聯交所 GEM證券上市規則（分別為「GEM」及「GEM上市規則」）有關季度業績初步公告隨附資料的 相關規定，載列本公司2023年第一季度報告（「2023年第一季度報告」）的全文。2023年第一 季度報告之印刷本，將於適當時候按照GEM上市規則規定的方式寄發予本公司股東，並將 於聯交所網站www.hkexnews.hk及本公司網站republichealthcare.asia可供查閱。 代表 Republic Healthcare L ...

Financial Performance - The group recorded revenue of approximately SGD 9.0 million for the fiscal year 2022, a decrease of about 32.4% compared to SGD 13.4 million in fiscal year 2021[9]. - The group incurred a loss of approximately SGD 1.5 million in fiscal year 2022, compared to a loss of SGD 0.9 million in fiscal year 2021, primarily due to the closure of three general practice centers[9]. - The company’s total revenue for the fiscal year 2022 was approximately SGD 9,040,000, a decrease of SGD 4,326,000 or 32.4% compared to the previous fiscal year 2021, which recorded revenue of SGD 13,366,000[16]. - The company recorded a total comprehensive loss of approximately SGD 1,476,000 for the fiscal year 2022, compared to a comprehensive loss of SGD 991,000 in fiscal year 2021[32]. - The group reported a net cash outflow from operating activities of approximately SGD 0.7 million for the fiscal year 2022, compared to a net cash outflow of SGD 0.5 million in 2021[38]. Business Strategy and Operations - The group sold two businesses, S Aesthetics Clinic Pte Ltd and DTAP Express Pte Ltd, to focus resources on developing other existing business opportunities[9]. - The group aims to expand its revenue base by exploring new business opportunities in online services, education, and spice trading[12]. - The group expects an increase in patient numbers at general practice centers as COVID-19 restrictions are further eased[10]. - The integration of clinic operations and disposal of underperforming businesses has yielded positive results, reducing initial losses for fiscal year 2022[9]. - The company plans to explore new business opportunities in online services, education, and spice trading to gradually expand its revenue base[15]. Employee and Operational Costs - Employee benefits expenses decreased by SGD 1,715,432 or 27.7% to SGD 4,476,608 due to the closure of treatment centers and the sale of two subsidiaries[23]. - Other operating expenses decreased by approximately SGD 941,000 or 31.3% to about SGD 2,063,000, primarily due to lower-than-expected marketing expenses[27]. - The number of employees decreased from 49 in fiscal year 2021 to 39 in fiscal year 2022[24]. - Employee costs for the fiscal year 2022 were approximately SGD 4.4 million, down from SGD 6.1 million in 2021[47]. Financial Position and Equity - As of December 31, 2022, the total equity of the group was approximately SGD 14.1 million, down from SGD 15.5 million in the fiscal year 2021[38]. - The group had cash and bank balances of approximately SGD 10.8 million as of December 31, 2022, compared to SGD 13.3 million in the previous fiscal year[38]. - The group's net current assets were approximately SGD 12.5 million as of December 31, 2022, down from SGD 14.0 million in 2021[38]. - The capital debt ratio as of December 31, 2022, was 5.7%, a decrease from 9.9% in the fiscal year 2021[38]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and will continuously review and enhance its governance practices[136]. - The board of directors consists of four members, with independent non-executive directors accounting for over 50%[157]. - The company has established three board committees: audit, nomination, and remuneration, to monitor specific aspects of the company's affairs[173]. - The company has adopted corporate governance practices in accordance with the GEM Listing Rules[152]. - The board is responsible for reviewing and approving management's performance-based remuneration proposals, ensuring alignment with the company's objectives[188]. Risk Management and Internal Control - The company has implemented policies and procedures for risk management and internal control[200]. - The board of directors is primarily responsible for overseeing the risk management and internal control systems[200]. - The internal control system is designed to meet the specific business needs and minimize risks faced by the company[200]. - Management identifies risks related to daily operations for board review[200]. - The risk management and internal control system aims to manage, not eliminate, risks that could hinder business objectives[200]. Future Plans and Investments - The company plans to establish a new online business branch for Dtap, with an allocation of SGD 600,000, of which SGD 35,500 has been utilized[59]. - The company has earmarked SGD 500,000 for acquiring equity in a potential enterprise, with no funds utilized yet[59]. - The company has revised its allocation strategy, deciding not to expand treatment centers at this time, and reallocating funds for operational efficiency[63]. - The online healthcare platform is expected to launch around May 2023[62]. Shareholder Information - The total number of issued ordinary shares remained at 624,000,000 as of December 31, 2022, consistent with the previous year[36]. - The company has not granted or agreed to grant any options under the share option plan since its adoption, and there were no options that expired, were exercised, or canceled during the year[128]. - The company confirmed that it maintained a sufficient public float of at least 25% of its issued shares as of the report date[138]. - As of December 31, 2022, Dr. Chen held 350 million shares, representing 56.09% of the issued shares of the company[131]. Compliance and Legal Matters - The company has complied with all relevant laws and regulations affecting its business operations during the year[141]. - The independent auditor, Baker Tilly TFW LLP, has acknowledged its responsibility for the financial statements for the year ended December 31, 2022[198]. - The company has received written confirmations from controlled persons regarding compliance with non-competition agreements for the year[123]. - The company has purchased insurance for liabilities and costs related to potential legal proceedings against directors[111].

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 Republic Healthcare Limited （於開曼群島註冊成立之有限公司） （股份代號：8357） 截至2022年12月31日止年度之年度業績公告 Republic Healthcare Limited（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會茲公 佈本集團截至2022年12月31日止年度的經審核綜合財務業績。本公告遵照聯交所GEM證券 上市規則（分別為「GEM」及「GEM上市規則」）有關年度業績初步公告隨附資料的相關規 定，載列本公司2022年度報告（「2022年度報告」）的全文。2022年度報告之印刷本將於適當 時候按照GEM上市規則規定的方式寄發予本公司股東，並將於聯交所網站www.hkexnews.hk及 本公司網站republichealthcare.asia可供查閱。 承董事會命 Republic Healthcare Limited 主席兼執行 ...

Financial Performance - The group recorded revenue of approximately SGD 6.5 million for the nine months ended September 30, 2022, a decrease of about 37.8% compared to SGD 10.4 million in the same period last year[6]. - Gross profit for the period was approximately SGD 4.2 million, down about 38.6% from SGD 6.9 million in the previous year[7]. - The group reported a net loss of approximately SGD 1.2 million after tax, compared to a net loss of SGD 0.9 million in the same period last year[7]. - In Q3 2022, the group achieved revenue of SGD 2.3 million, lower than SGD 3 million in the same quarter last year, but recorded a slight profit of SGD 0.03 million after tax, compared to a net loss of SGD 0.37 million in Q3 2021[8]. - The decline in revenue was primarily due to the closure of four general medical clinics, which significantly reduced service-related income[7]. - For the nine months ended September 30, 2022, the group's revenue decreased by approximately SGD 3.9 million or 37.8% to about SGD 6.5 million compared to the same period in 2021[21]. - The company reported a loss attributable to equity holders of SGD 1,177,749 for the nine months ended September 30, 2022, compared to a loss of SGD 882,090 for the same period in 2021[25]. - Basic loss per share for the nine months ended September 30, 2022, was SGD (0.19), compared to SGD (0.17) for the same period in 2021[25]. - The group recorded a loss of approximately SGD 1.2 million for the period, an increase of SGD 0.3 million compared to the same period last year[38]. Equity and Cash Position - The company had total equity of SGD 15,593,032 as of January 1, 2022, which decreased to SGD 14,414,630 by September 30, 2022[14]. - As of September 30, 2022, the group's cash and cash equivalents were approximately SGD 8.4 million, down from SGD 13.3 million as of December 31, 2021[41]. - The capital-to-debt ratio as of September 30, 2022, was approximately 6.1%, down from 9.9% as of December 31, 2021[42]. Operational Changes and Strategies - The group is focusing on restructuring its clinic operations and controlling costs, which have shown positive results despite the revenue decline[8]. - The flagship clinic in Robertson was temporarily closed for renovations aimed at improving patient experience and brand perception[8]. - The group plans to expand its revenue base by entering new businesses related to online healthcare education and pepper trading[30]. - The company continues to provide a one-stop solution for patients, including diagnostic and treatment services tailored to individual needs[28]. - The group operates medical treatment centers and provides management consulting services, with a focus on healthcare in Singapore[16]. Dividends and Shareholder Information - The board has resolved not to declare any dividends for the period, consistent with the previous year[9]. - As of September 30, 2022, Dr. Chen holds 350,000,000 shares, representing 56.09% of the company's issued share capital of 624,000,000 shares[60]. - Cher Sen Holdings Limited, wholly owned by Dr. Chen, is the direct shareholder holding 350,000,000 shares, also representing 56.09%[64]. - No stock options were exercised or canceled during the reporting period, and there are no other interests in competing businesses by directors or controlling shareholders[65]. Audit and Compliance - The Audit Committee was established on May 18, 2018, and consists of two independent non-executive directors[67]. - The main responsibilities of the Audit Committee include recommending the appointment and removal of external auditors and overseeing the financial reporting process[67]. - The Audit Committee has reviewed the unaudited condensed consolidated financial statements and believes they comply with applicable accounting standards and legal requirements[67]. - The current chairman of the Audit Committee is Mr. Yang Dequan, appointed on August 1, 2021[67]. - The report was issued on November 3, 2022, by the Chairman and Executive Director, Dr. Chen Zhixian[67].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失 承擔任何責任。 Republic Healthcare Limited （ 於開曼群島註冊成立之有限公司） | | | 截至2022年 | | | | --- | --- | --- | --- | --- | | | | 6月30日的 | 於2022年 | | | | | 實際使用 | 6月30日的 | 動用未使用結餘 | | 原先分配 | 經修訂分配 | 情況 | 結餘 | 的預期時間表 | | 千新加坡元 | 千新加坡元 | 千新加坡元 | 千新加坡元 | | | 配售所得款項 | | | | | | | --- | --- | --- | --- | --- | --- | | 為DTAP建立全新網上業務分支 | 600 | 600 | — | 600 | 2023年下半年 | | 收購一間潛在企業的權益 | 500 | 500 | — | 500 | 2023年下半年 | | 專職醫療及╱或提供輔助保健產品 | ...

REPUBLIC HEALTHCARE LIMITED INTERIM REPORT 2022 2022 中期報告 REP U BLIC HEALTHCA RE LIMITED INTREIM REPORT 2022 （於開曼群島註冊成立的有限公司） 股份代號：8357 Stock Code: 8357 REPUBLIC HEALTHCARE LIMITED (Incorporated in the Cayman Islands with limited liability) 中期報告 香港聯合交易所有限公司GEM（分別稱為「聯交所」及「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司 帶有較高投資風險。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，在GEM買賣的證券可能會承受較於聯交所主板買賣的證 券為高的市場波動風險，同時亦無法保證在GEM買賣的證券將會有高流通量的市場。 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，概 ...

[Q1 2022 Financial Highlights](index=4&type=section&id=2022%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) [Financial Summary](index=4&type=section&id=2022%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) The Group's Q1 2022 saw a significant financial decline, with revenue down 47.9% and gross profit down 49.5% year-on-year, leading to a net loss of approximately S$0.7 million due to clinic closures, competition, and business divestitures Key Financial Indicators for Q1 2022 | Indicator | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 2.06 S$ million | 3.95 S$ million | -47.9% | | Gross Profit | 1.3 S$ million | 2.6 S$ million | -49.5% | | Net (Loss)/Profit After Tax | (0.7) S$ million | 228 S$ | Turned from Profit to Loss | | Dividends | Nil | Nil | No Change | - Key reasons for the decline in net profit include the closure of four general medical clinics due to doctor shortages, intense price competition from online platforms and offline clinics, and revenue loss from the divestiture of S Aesthetic Clinic Pte Ltd and DTAP Express Pte Ltd[7](index=7&type=chunk) - Management is optimistic about future revenue growth, primarily due to the Singapore government's relaxation of COVID-19 social management measures[7](index=7&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For Q1 2022, the company reported a total comprehensive loss of approximately **S$0.659 million**, a reversal from the prior year's profit of S$228, driven by losses from both continuing and discontinued operations Consolidated Statement of Profit or Loss Summary | Item | Three Months Ended March 31, 2022 (S$) | Three Months Ended March 31, 2021 (S$) | | :--- | :--- | :--- | | Revenue | 2,055,932 | 3,949,082 | | Period (Loss)/Profit from Continuing Operations | (529,479) | 228 | | Period Loss from Discontinued Operations | (129,924) | — | | **Period (Loss)/Profit Attributable to Owners of the Company** | **(659,403)** | **228** | | Basic and Diluted (Loss)/Earnings Per Share | (0.00) | 0.00 | [Consolidated Statement of Changes in Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2022, total equity attributable to owners decreased from approximately **S$15.593 million** at the beginning of the year to **S$14.934 million**, primarily due to a comprehensive loss of approximately **S$0.659 million** recorded during the period Summary of Changes in Equity | Item | Amount (S$) | | :--- | :--- | | Balance as at January 1, 2022 (Audited) | 15,593,032 | | Loss for the Financial Period | (659,403) | | **Balance as at March 31, 2022 (Unaudited)** | **14,933,629** | [Notes to the Financial Statements](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements%20Notes) The notes provide detailed information on financial statement preparation, accounting policies, and key items, including revenue segmentation by service type, with treatment services as the primary source experiencing a significant year-on-year decline, and the February 2022 divestiture of two subsidiaries as discontinued operations [Revenue Analysis](index=9&type=section&id=3%20Revenue) The Group's revenue is entirely from medical services, with treatment services as the primary source (over 60%), but all service categories saw significant declines in Q1 2022, with treatment service revenue falling over 50% year-on-year Revenue Composition | Medical Service Type | Q1 2022 (S$) | Q1 2021 (S$) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Treatment Services | 1,302,561 | 2,823,280 | -53.9% | | Medical Examination Services | 534,858 | 811,025 | -34.0% | | Consultation Services | 218,513 | 314,777 | -30.6% | | **Total** | **2,055,932** | **3,949,082** | **-47.9%** | [Discontinued Operations](index=10&type=section&id=5%20Discontinued%20Operations%20and%20Disposal%20of%20Subsidiaries) In February 2022, the company divested its entire equity interest in two wholly-owned subsidiaries, S Aesthetics Clinic Pte Ltd and DTAP Express Pte Ltd, for a total cash consideration of **S$63,000**, with these entities primarily engaged in clinic services - On February 11, 2022, the company entered into an agreement to dispose of 100% equity interest in S Aesthetics Clinic Pte Ltd (SAC) and DTAP Express Pte Ltd (DTAP Express)[24](index=24&type=chunk) - The total cash consideration for the disposal was **S$63,000**[24](index=24&type=chunk) [(Loss) Per Share](index=11&type=section&id=6%20Earnings%2F%28Loss%29%20Per%20Share) Due to the net loss recorded during the period, both basic and diluted loss per share were **S$0.00 cents**, with the weighted average number of ordinary shares used in the calculation increasing from 520 million to approximately 576 million shares year-on-year (Loss) Per Share Calculation | Item | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | (Loss)/Profit Attributable to Owners of the Company (S$) | (659,403) | 228 | | Weighted Average Number of Ordinary Shares | 576,416,439 | 520,000,000 | | (Loss)/Earnings Per Share (Singapore cents per share) | (0.00) | 0.00 | [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=12&type=section&id=Business%20Review) The Group, operating as 'Dr. Tan & Partners' (DTAP), is a leading general medical network in Singapore; Q1 2022 saw a **47.9%** year-on-year revenue decline to **S$2.06 million**, alongside the divestiture of S Aesthetics Clinic (SAC) and DTAP Express, expected to result in a **S$44,000** loss - The Group operates under the 'Dr. Tan & Partners' or 'DTAP' brand in Singapore, offering care services for various conditions including sexual health, men's health, and women's health[31](index=31&type=chunk) - The divestiture of subsidiaries SAC and DTAP Express was completed on February 28, 2022, with an anticipated loss of **S$44,000**[31](index=31&type=chunk)[32](index=32&type=chunk) Q1 2022 Revenue Overview | Item | Amount (S$ million) | Year-on-Year Change | | :--- | :--- | :--- | | Total Revenue | 2.06 | -47.9% | [Outlook and Prospects](index=13&type=section&id=Outlook%20and%20Prospects) Management is optimistic about future prospects, anticipating robust revenue growth after divesting unprofitable businesses and easing COVID-19 restrictions, with plans to invest in human capital, brand building, and technology, despite operating only six DTAP clinics after closing four due to doctor shortages - Future strategic priorities include investing in human capital to enhance service quality and attract talent, building DTAP brand awareness to expand into new business areas, and investing in technology to adapt to online platform developments[34](index=34&type=chunk) - Due to doctor shortages, the company did not renew leases for four clinics located in Orchard, Raffles Place, Siglap, and Somerset, and currently operates **six** DTAP clinics[34](index=34&type=chunk) [Financial Review](index=13&type=section&id=Financial%20Review) This section details the reasons for changes in financial indicators, including a **47.9%** revenue decline due to the pandemic and online competition, a slight decrease in gross profit margin from **66.7%** to **64.8%** due to increased drug costs, and reduced employee benefits expenses from staff attrition, ultimately leading to a net loss of approximately **S$0.659 million** - Revenue decreased from **S$3.95 million** to **S$2.06 million**, primarily due to the ongoing COVID-19 pandemic and increased competition from online consultation platforms[35](index=35&type=chunk) - Gross profit decreased from **S$2.6 million** to **S$1.3 million**, with the gross profit margin declining from **66.7%** to **64.8%**, mainly due to increased costs for drugs and examination services[37](index=37&type=chunk) - The period's loss of approximately **S$659,403** (compared to a profit of S$228 in the prior year) was primarily attributable to revenue decline from four clinic closures, intense market competition, and revenue loss from the divestiture of two businesses[43](index=43&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=16&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group maintains a sound financial position, operating primarily on internal cash flow with no bank borrowings; as of March 31, 2022, cash and cash equivalents were approximately **S$13.1 million**, and the gearing ratio slightly increased from **9.9%** to **10.8%**, with the capital structure entirely composed of shareholders' equity Liquidity and Capital Structure Indicators | Indicator | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 13.1 S$ million | 13.3 S$ million | | Bank Borrowings | Nil | Nil | | Gearing Ratio | 10.8% | 9.9% | - The Group's capital structure, comprising only share capital, retained earnings, share premium, and other reserves, remained unchanged[49](index=49&type=chunk) [Significant Investments, Acquisitions, and Disposals](index=17&type=section&id=Significant%20Investments%20or%20Significant%20Acquisitions%20and%20Disposals) During the reporting period, the Group completed a significant disposal, selling its entire equity interest in S Aesthetics Clinic Pte Ltd and DTAP Express Pte Ltd for a total consideration of approximately **S$63,000**, aiming to divest underperforming businesses and reallocate resources to other existing operations, which constituted a discloseable transaction for the company - The disposal of S Aesthetics Clinic Pte Ltd and DTAP Express Pte Ltd was completed on February 28, 2022, for a total consideration of approximately **S$63,000**[52](index=52&type=chunk) - The rationale for the disposal was to relieve the Group from subsidizing the underperformance of these two businesses and to reallocate resources for the development of other existing operations[55](index=55&type=chunk) Net Assets of Divested Subsidiaries as at Disposal Date | Company | Net Assets (S$) | | :--- | :--- | | S Aesthetics Clinic Pte Ltd | 101,096 | | DTAP Express Pte Ltd | 5,642 | [Risk Management](index=18&type=section&id=Risk%20Management) The Group employs a prudent treasury policy to manage cash and maintain healthy liquidity, with primary operations in Singapore transacting in Singapore Dollars, but faces foreign exchange risk due to some share offer proceeds being denominated in Hong Kong Dollars - Management adheres to a prudent policy for managing cash balances to maintain robust liquidity[57](index=57&type=chunk) - The Group primarily transacts in Singapore Dollars but is exposed to foreign exchange risk due to holding proceeds denominated in Hong Kong Dollars[58](index=58&type=chunk) [Subsequent Events](index=19&type=section&id=Significant%20Events%20After%20the%20Period) On March 7, 2022, the company's wholly-owned subsidiary entered into a Memorandum of Understanding with Orchard Surgery Centre Private Limited to potentially acquire at least **51%** of its equity, though this possible acquisition is subject to further negotiation and may not proceed - On March 7, 2022, the company signed a Memorandum of Understanding to potentially acquire at least **51%** of Orchard Surgery Centre Private Limited's equity[61](index=61&type=chunk) - This potential acquisition is not yet finalized and remains subject to uncertainty[61](index=61&type=chunk) [Corporate Governance and Other Information](index=22&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Directors' and Major Shareholders' Interests](index=23&type=section&id=Directors%20and%20Chief%20Executive's%20Interests%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of March 31, 2022, Dr. Tan Cher Sen, Chairman and Executive Director, held **350 million** shares, representing **56.09%** of issued shares, through his wholly-owned Cher Sen Holdings Limited, making him the controlling shareholder Directors' and Major Shareholders' Shareholdings | Shareholder Name | Capacity | Number of Shares Held (Long Position) | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Dr. Tan Cher Sen | Interest of Controlled Corporation | 350,000,000 | 56.09% | | Cher Sen Holdings Limited | Beneficial Owner | 350,000,000 | 56.09% | [Other Disclosures](index=22&type=section&id=Other%20Disclosures) The company complied with the Corporate Governance Code and adopted a code of conduct for directors' securities transactions during the reporting period, with no share options granted under its scheme, no competing business interests from directors or controlling shareholders, no share repurchases, and the Audit Committee reviewed the quarterly financial report - The company has adopted and complied with the Corporate Governance Code and the required standards for directors' securities transactions under the GEM Listing Rules[69](index=69&type=chunk)[70](index=70&type=chunk) - No share options have been granted by the company since the adoption of the share option scheme[71](index=71&type=chunk) - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[81](index=81&type=chunk) - The Audit Committee has reviewed these unaudited quarterly financial statements and report[82](index=82&type=chunk)

Financial Performance - The group recorded revenue of approximately SGD 13.4 million for the fiscal year ending December 31, 2021, a decrease of about 2.6% compared to SGD 13.7 million in the fiscal year 2020[8]. - The group incurred a loss of approximately SGD 0.9 million in 2021, compared to a loss of SGD 0.1 million in 2020, primarily due to the ongoing impact of the COVID-19 pandemic and increased competition from online consultation platforms[8]. - The group's total revenue for the fiscal year ended December 31, 2021, was approximately SGD 13,366,000, a decrease of SGD 358,000 or 2.6% compared to SGD 13,724,000 in the previous fiscal year[16]. - Revenue from consultation services, medical examination services, and treatment services were approximately SGD 1,169,000 (8.8%), SGD 2,853,000 (21.3%), and SGD 9,344,000 (69.9%) respectively for the fiscal year 2021[18]. - The revenue from treatment services increased by approximately SGD 298,000 to SGD 9,344,000, primarily due to improved market penetration and brand awareness of existing beauty services[19]. - The total comprehensive loss for the year was approximately SGD 991,000, compared to a total comprehensive loss of SGD 165,000 in the fiscal year 2020, primarily due to the ongoing impact of Covid-19 and rising operating costs[32]. Operational Challenges - The Singapore population decreased by 1% during the year, contributing to a decline in business performance and an increase in doctor attrition rates[9]. - The group faced challenges due to a 4.1% decrease in Singapore's population, marking the largest decline since 1950, primarily affecting foreign residents and non-residents[17]. - Employee benefits expenses decreased by SGD 231,000 or 3.66% to SGD 6,080,000 due to an increase in doctor attrition rates and the closure of two treatment centers[24]. - The total number of employees decreased from 66 in the fiscal year 2020 to 49 in the fiscal year 2021[25]. Share Issuance and Funding - On September 15, 2021, the group issued 104,000,000 new shares, raising approximately HKD 20,396,688, with 60% allocated for business expansion and potential acquisitions, and 40% for operational funding[11]. - The group issued 104,000,000 new shares at a placement price of HKD 0.2014 per share, increasing the total issued shares to 624,000,000 as of December 31, 2021, representing a 16.67% increase[35]. - The net proceeds from the share placement, after deducting commissions and related expenses, were approximately HKD 20 million, with about 60% allocated for business expansion and potential acquisitions[36]. - The net proceeds from the share placement and public offering amount to approximately SGD 9.1 million, with a share price of HKD 0.60 per share[57]. Cash and Equity Position - As of December 31, 2021, the total equity of the group was approximately SGD 15.5 million, an increase from approximately SGD 13.0 million in the fiscal year 2020[38]. - The group's cash and bank balances as of December 31, 2021, were approximately SGD 13.3 million, compared to SGD 13.1 million in the fiscal year 2020[38]. - The capital debt ratio as of December 31, 2021, was 9.9%, a decrease from 21.1% in the fiscal year 2020[38]. - The company has no distributable reserves as of December 31, 2021, the same as in 2020[102]. Corporate Governance - The company is committed to maintaining high standards of corporate governance to protect and enhance shareholder value[151]. - The company has adopted corporate governance practices in accordance with the GEM Listing Rules, ensuring compliance with all applicable code provisions[152]. - The board of directors includes Dr. Chan Chi-sum as the chairman and independent non-executive directors Mr. Yang Tak-chuen, Mr. Soh Sai Kiang, and Mr. Kevin John Chia[104]. - The company has established a compensation policy that considers the overall performance of the group and individual contributions when reviewing the remuneration of all directors and senior management[114]. - The company has received written confirmations from all controlled persons, confirming compliance with the non-competition agreement during the year[122]. Risk Management and Internal Controls - The company has implemented policies and procedures for risk management and internal controls, with the board responsible for monitoring their effectiveness[197]. - The board confirmed that the risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatements or losses[198]. - The company has a code of conduct and compliance manual applicable to directors and employees, which is reviewed and monitored regularly[190]. Future Plans and Investments - The company aims to expand its existing business and invest in potential acquisitions to enhance its competitive advantage[62]. - The company is exploring new opportunities for vertical expansion, including the establishment of new specialized medical treatment centers and the development of ancillary healthcare products and services[66]. - The company has allocated SGD 1.5 million for general working capital, with SGD 1.6 million expected to be utilized[59]. Social Responsibility - The group made a charitable donation of approximately SGD 5,000 to a non-profit organization focused on LGBTQ+ welfare during the fiscal year[98].

Financial Performance - The group recorded revenue of approximately SGD 10.4 million for the nine months ended September 30, 2021, an increase of about 7.9% compared to SGD 9.6 million for the same period last year[4]. - Gross profit for the period was approximately SGD 6.9 million, slightly down by about 0.9% from SGD 6.8 million in the previous year[4]. - The group reported a net loss after tax of approximately SGD 0.9 million, compared to a net profit of SGD 0.3 million in the same period last year[5]. - The group reported a basic loss per share of SGD (0.17) for the nine months ended September 30, 2021, compared to a profit of SGD 0.06 for the same period in 2020[22]. - The group’s total revenue for the three months ended September 30, 2021, was SGD 3.0 million, a decrease from SGD 4.1 million in the same period in 2020[17]. - The group’s medical examination service revenue for the three months ended September 30, 2021, was SGD 0.7 million, down from SGD 1.0 million in the same period in 2020[17]. Expenses and Costs - Employee benefits expenses increased by approximately SGD 0.6 million or 13.8% to SGD 4.6 million, attributed to efforts to retain and attract staff[5]. - Depreciation of property, plant, and equipment rose by approximately 94.6% to about SGD 1.4 million, driven by new treatment centers[5]. - Other operating expenses increased by approximately SGD 0.9 million or 60.1% to SGD 2.4 million, due to marketing and promotional activities[5]. - Gross profit rose to approximately SGD 6.9 million, while the gross profit margin decreased from about 70.7% to approximately 66.1% due to increased medical supplies and professional costs[32]. - Depreciation expenses rose by approximately SGD 0.7 million or 94.6% to about SGD 1.4 million, mainly due to the establishment of new treatment centers[34]. Equity and Capital - Total equity as of September 30, 2021, was approximately SGD 15.9 million, reflecting changes in retained earnings and currency translation reserves[10]. - Cash and cash equivalents amounted to approximately SGD 13.7 million as of September 30, 2021, an increase from SGD 13.0 million as of December 31, 2020[41]. - The capital debt ratio was approximately 13.4% as of September 30, 2021, down from 20.8% as of December 31, 2020[42]. - The group completed a placement of 104 million shares, raising approximately HKD 20 million, with 60% allocated for business expansion and 40% for working capital[45]. Corporate Governance - The company has adopted corporate governance standards in compliance with GEM listing rules, ensuring a minimum number of independent non-executive directors[53]. - The company has established a code of conduct for directors' securities transactions, ensuring compliance with GEM listing rules[55]. - The company is committed to enhancing corporate governance practices regularly[53]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial statements and confirmed compliance with applicable accounting standards and regulations[69]. Business Operations - The group has nine DTAP clinics and one S Aesthetics clinic operational as of the report date, with plans to explore additional primary care business opportunities[28]. - The group aims to enhance its brand image and connect with existing and new customers through various marketing initiatives[5]. - The Singapore government has implemented community safety measures in response to the rising COVID-19 cases, which may impact the healthcare sector's operations[28]. - The group completed the acquisition of six clinics on April 1, 2020, as part of its internal restructuring[13]. Shareholder Information - As of September 30, 2021, Dr. Chen held 350,000,000 shares, representing 56.09% of the company's issued shares[60]. - Cher Sen Holdings Limited, controlled by Dr. Chen, holds all issued shares, making him the beneficial owner[61]. - Liu Hewen owns 52,630,000 shares, accounting for 8.43% of the total issued shares[64]. - The company has not granted or agreed to grant any options under the share option plan since its adoption[58]. - The share option plan allows for a maximum of 10% of the issued share capital to be granted as options[58]. Miscellaneous - The company has not disclosed any new product developments or market expansions in the report[68]. - There were no significant investments or acquisitions during the period[47]. - There were no significant events affecting the company after September 30, 2021, up to the report date[52]. - The company did not redeem any of its listed securities during the reporting period[67]. - The company has not purchased or sold any of its listed securities during the reporting period[67]. - The compliance advisor has no interests in the company's securities as of September 30, 2021[66]. - No directors or controlling shareholders have interests in any competing businesses during the reporting period[65]. - The company’s financial reporting process and internal controls are monitored by the audit committee[69].

Financial Performance - The group recorded revenue of approximately SGD 7.4 million for the six months ended June 30, 2021, representing an increase of about 32.6% compared to SGD 5.6 million for the same period in 2020[9]. - Gross profit for the period was approximately SGD 4.8 million, up about 20.9% from SGD 4.0 million in the previous year[9]. - Revenue from treatment services saw the highest growth, increasing from approximately SGD 3.6 million to about SGD 5.2 million, a rise of SGD 1.6 million[9]. - The group reported a net loss of approximately SGD 0.6 million for the period, consistent with the net loss of SGD 0.6 million in the same period last year[10]. - The company reported a profit of SGD 65,902 for the fiscal year, but a significant loss of SGD (564,640) was recorded during the six months ended June 30, 2021[15]. - Revenue for the three months ended June 30, 2021, was SGD 3,412,893, a 62.0% increase from SGD 2,107,833 in the same period of 2020[39]. - Revenue for the six months ended June 30, 2021, reached SGD 7,361,976, up 32.5% from SGD 5,553,010 in the same period of 2020[39]. - The company reported a basic loss per share of SGD (0.11) for both the three and six months ended June 30, 2021, compared to SGD (0.13) and SGD (0.11) respectively in 2020[45]. Expenses and Liabilities - Employee benefit expenses increased by SGD 0.3 million due to the rise in the number of treatment centers and efforts to retain and attract staff[10]. - Other operating expenses rose by approximately SGD 0.8 million, driven by increased marketing and treatment center-related costs[10]. - Marketing expenses increased by SGD 0.5 million compared to the previous year, reflecting enhanced promotional efforts[10]. - Total assets decreased from SGD 19,344,264 as of December 31, 2020, to SGD 17,346,366 as of June 30, 2021, representing a decline of approximately 10.3%[13]. - Current liabilities reduced significantly from SGD 4,142,918 as of December 31, 2020, to SGD 2,622,755 as of June 30, 2021, a decrease of about 36.6%[14]. - The company’s total liabilities decreased from SGD 6,087,760 as of December 31, 2020, to SGD 4,650,299 as of June 30, 2021, a decrease of approximately 23.6%[14]. Cash Flow and Assets - The net cash used in operating activities for the six months ended June 30, 2021, was SGD (122,019), an improvement compared to SGD (755,041) for the same period in 2020[16]. - Cash and cash equivalents decreased from SGD 13,068,056 at the beginning of the period to SGD 11,601,873 at the end of the period, a reduction of approximately 11.2%[16]. - The company’s inventory decreased from SGD 883,274 as of December 31, 2020, to SGD 616,164 as of June 30, 2021, a reduction of about 30.2%[13]. - The carrying amount of right-of-use assets as of June 30, 2021, was SGD 2,249,242, down from SGD 2,954,644 as of December 31, 2020[52]. - Cash and cash equivalents decreased to SGD 11.6 million as of June 30, 2021, down from SGD 13.1 million as of December 31, 2020[58]. Corporate Governance and Shareholder Information - The company has adopted and complied with all applicable corporate governance codes as per GEM listing rules during the reporting period[102]. - As of June 30, 2021, the total number of issued shares of the company was 520,000,000[109]. - Dr. Chen Zhi Xian holds 390,000,000 shares, representing 75% of the company's issued shares[109]. - Cher Sen Holdings Limited, wholly owned by Dr. Chen, is the direct shareholder of the company[110]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial statements and found them compliant with applicable accounting standards[118]. Market Outlook and Strategic Initiatives - The group anticipates uncertainty in the recovery of the primary care market until Singapore reopens its borders[10]. - Management anticipates challenges in business operations due to ongoing COVID-19 restrictions and increased competition in the primary healthcare sector[69]. - The company plans to reshape its existing business model and seek collaborative opportunities to adapt to market changes[69]. - The company has decided not to declare an interim dividend for the current period, consistent with the previous year[64]. Investments and Capital Management - The net proceeds from the share issuance amounted to approximately SGD 9.1 million, with planned uses including expanding the DTAP treatment center network and enhancing IT infrastructure[94]. - The company has not recognized any overseas profits tax for entities registered in the British Virgin Islands or the Cayman Islands due to tax exemptions[41]. - The company has incurred about SGD 1,051,000 for renovations and fixed asset purchases for the new DTAP treatment center located in Jurong as of June 30, 2021[99]. - The company has spent approximately SGD 1,028,000 on renovations and fixed asset purchases for the new SA treatment center in Jurong as of June 30, 2021[99]. - The company has invested around SGD 383,000 to upgrade existing information technology infrastructure and systems as of June 30, 2021[100].