股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 致：香港交易及結算所有限公司 公司名稱: 德斯控股有限公司 呈交日期: 2025年8月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08437 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.2 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 500,000,000 | HKD | | 0.2 | HKD | | 100,000,000 | 第 1 頁 共 10 頁 v 1.1.1 FF301 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 RMH HOLDINGS LIMITED （於開曼群島註冊成立之有限公司） （股份代號：8437） 有關實施解決不發表意見之 行動計劃的季度更新資料 茲提述德斯控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）於2025年 4月29日刊發之截至2024年12月31日止年度之年報（「2024年報」）及本公司日期為 2025年5月29日內容有關不發表意見之公告（「該公告」）。除另有說明外，本公告所 用詞彙與2024年報及該公告所界定者具有相同涵義。 本公司謹提供有關實施解決不發表意見之行動計劃（「行動計劃」）的季度更新資料。 1. 董事財務支持 潘先生（為執行董事及董事會主席）已於2025年3月1日向本公司提供一筆 10,000,000港元的貸款融資，以支持及資助本公司的日常營運。 2. 公司擔保責任 本公司為違約借款提供的擔保金額為約4,076,000新加坡元，乃由前董事Loh 醫生提供的個人擔保作 ...

Group 1 - As of June 3, a total of 105 stocks reached their 52-week highs, with Huayin International Holdings (00989), Dingyifeng Holdings (00612), and Youquhui Holdings (02177) leading the high rate at 57.26%, 37.93%, and 23.02% respectively [1] - The closing prices and highest prices for the top three stocks are as follows: Huayin International Holdings at 1.370 and 1.950, Dingyifeng Holdings at 0.770 and 0.800, and Youquhui Holdings at 3.550 and 3.580 [1] - Other notable stocks that reached their 52-week highs include China Antibody-B (03681) with a high rate of 21.62% and Fengcheng Holdings (02295) at 19.52% [1] Group 2 - The report also lists stocks that reached their 52-week lows, with Des Holdings (08437) showing the largest decline at -38.79%, followed by Dimi Life Holdings (01667) at -20.50% [3] - The closing prices and lowest prices for the top three stocks that reached their lows are: Des Holdings at 0.177 and 0.071, Dimi Life Holdings at 0.140 and 0.128, and Lujizhi Technology (01745) at 0.197 and 0.194 [3] - Other stocks with significant declines include GBA Group (00261) at -11.48% and Baide International (02668) at -10.88% [3]

Financial Liabilities - The company has provided a financial guarantee liability of approximately SGD 4,076,000 for defaulted loans [2] - The company has approximately SGD 6,800,000 payable to the Singapore liquidating subsidiary, which has been transferred to an independent third party [3] Loan Repayment - Dr. Loh has repaid loans totaling SGD 2,519,849.68 to United Overseas Bank and DBS Bank [3] - The company aims to reach an agreement on the repayment schedule with the third party within 2025 [3] Share Issuance - There are no specific plans to issue new shares to Dr. Loh at this time [3]

Financial Performance - The Group's revenue from dental services for the year ended December 31, 2024, was approximately S$2,137,000, an increase of approximately S$98,000 or 4.8% compared to S$2,039,000 for the year ended December 31, 2023, accounting for approximately 42.4% of total revenue[19] - Revenue from dermatologic aesthetics and treatment services amounted to approximately S$2,140,000, representing a significant increase from S$0 for the year ended December 31, 2023, also accounting for approximately 42.4% of total revenue[19] - Revenue from healthcare products, nutritional supplements, and related aesthetics products decreased by approximately S$374,000 or 32.8%, totaling approximately S$767,000 for the year ended 31 December 2024, compared to S$1,141,000 for the previous year[45] - Other operating income decreased to approximately S$184,000 for the year ended 31 December 2024, down approximately S$177,000 from S$361,000 for the year ended December 31, 2023[47] - The loss for the year was approximately S$3,371,000 for the year ended 31 December 2024, a decrease from a loss of approximately S$6,853,000 for the year ended 31 December 2023[63] Strategic Growth and Market Positioning - The Group is strategically positioned for rapid growth, focusing on Clinical Healthcare and Dermatological Services in Hong Kong and Dental Business in China, driven by an aging population and increasing health awareness[20] - The Group recognizes high-growth potential in Southeast Asia's aesthetic industry and is exploring strategic entry opportunities to replicate its success in new markets[40] - The healthcare landscape in Hong Kong and China presents unique expansion opportunities due to increasing health awareness and demand for specialized services[36] - The Group is committed to solidifying its leadership in clinical healthcare, dermatology, and dental services across Hong Kong, Greater China, and beyond through innovation and strategic expansion[40] Operational Efficiency and Cost Management - The Group aims to sustain margins through elevating service quality and optimizing processes by integrating technologies to streamline operations[22] - Efforts to maintain profit margins will focus on elevating service quality and optimizing processes amidst economic recovery and industry-wide price pressures[38] - The Group plans to streamline existing non-core businesses and assets to improve asset utilization efficiency and reduce operating costs[32] - The cost of consumables and medical supplies used decreased by approximately S$238,000 or 14.5%, from approximately S$1,637,000 for the year ended 31 December 2023 to approximately S$1,399,000 for the year ended 31 December 2024[49] Employee and Corporate Governance - The Group's employee count increased to 45 full-time employees as of December 31, 2024, up from 32 in 2023[85][91] - Employee benefits expense decreased to S$2,060,000 for the year ended 31 December 2024, down from S$2,363,000 for the year ended December 31, 2023, primarily due to a reduction in Directors' remuneration[54] - The Board of Directors includes both executive and independent non-executive members, with several appointments and resignations noted during the year[130] - The remuneration committee has been established to review and recommend remuneration policies and packages for executive directors and senior management[143] Financial Position and Liabilities - As of 31 December 2024, the Group had net liabilities of approximately S$24,412,000, an increase from approximately S$12,519,000 as of 31 December 2023[69] - As of December 31, 2024, the total deficit of the Group was approximately S$24,412,000, an increase from approximately S$12,519,000 in 2023[72][76] - The Group's net current liabilities were approximately S$21,555,000 as of December 31, 2024, up from approximately S$12,102,000 in 2023[72][78] - The Group's capital structure included a deficit attributable to owners of the Company of approximately S$19.5 million as of December 31, 2024[73][78] Dividend and Shareholder Information - The Board does not recommend the payment of a final dividend for the year ended 31 December 2024[70] - The Group did not declare a final dividend for the year ended December 31, 2024, consistent with the previous year[77] - As of December 31, 2024, the Group reported no reserves available for distribution to shareholders under the Companies Law of the Cayman Islands[115] - The Group's cash flow position, earnings stability, and long-term investments were considered in determining dividend payouts[109] Compliance and Legal Matters - The Group has complied with all relevant laws and regulations that significantly impact its business operations during the year ended December 31, 2024[110] - There were no material disputes with key stakeholders, including employees, clients, and suppliers, during the year ended December 31, 2024[111] Share Option Scheme - The total number of shares available for issue under the Share Option Scheme is nil as of the date of the report[174] - The maximum entitlement of each participant under the Share Option Scheme is limited to 1% of the total shares of the company in issue within any 12-month period[175] - The Share Option Scheme was adopted on September 22, 2017, to incentivize and reward eligible persons for their contributions to the Group[166] - A total of 60,000,000 share options were granted to ten Directors and eligible participants at a cash consideration of HK$1.00 per grantee, with an exercise price of HK$0.109 per share[186]

Financial Performance - For the year ended December 31, 2024, the group's revenue was approximately SGD 5,044,000, an increase of SGD 1,864,000 or 58.6% compared to the year ended December 31, 2023[4] - The group recorded a loss of approximately SGD 3,371,000 for the year ended December 31, 2024, a decrease of SGD 3,482,000 or 51% from a loss of SGD 6,853,000 for the year ended December 31, 2023[4] - Basic loss per share for the year ended December 31, 2024, was 5.26 Singapore cents, compared to 10.25 Singapore cents for the year ended December 31, 2023[4] - The group’s total comprehensive loss for the year ended December 31, 2024, was SGD 3,656,000, compared to SGD 6,559,000 for the year ended December 31, 2023[6] - The company reported a loss attributable to shareholders of SGD 3,506,000 for 2024, an improvement from a loss of SGD 6,749,000 in 2023, resulting in a basic and diluted loss per share of 5.26 Singapore cents compared to 10.25 Singapore cents in the previous year[38] Assets and Liabilities - Total assets less current liabilities amounted to SGD (21,210,000) for the year ended December 31, 2024, compared to SGD (11,094,000) for the year ended December 31, 2023[7] - Current liabilities increased to SGD 25,177,000 for the year ended December 31, 2024, from SGD 15,242,000 for the year ended December 31, 2023[8] - Non-current liabilities increased to SGD 3,202,000 for the year ended December 31, 2024, from SGD 1,425,000 for the year ended December 31, 2023[8] - As of December 31, 2024, the group's current liabilities and total liabilities were approximately SGD 21,555,000 and SGD 24,412,000, respectively[14] - The group’s cash and cash equivalents increased to SGD 566,000 as of December 31, 2024, compared to SGD 306,000 as of December 31, 2023[7] - The group had no significant investments in companies listed on the Hong Kong Stock Exchange as of December 31, 2024[67] - The group had no capital commitments as of December 31, 2024[71] - There were no major contingent liabilities for the group as of December 31, 2024[72] Revenue Breakdown - Total revenue for 2024 reached SGD 5,044,000, a 58% increase from SGD 3,180,000 in 2023[23] - Dental services generated SGD 2,081,000 in revenue, up from SGD 1,632,000, representing a 27.4% increase[23] - Clinical healthcare and dermatology services contributed SGD 1,639,000 in revenue, with SGD 501,000 from clinical healthcare services being newly reported[23] - Revenue from trade sales decreased to SGD 767,000 from SGD 1,141,000, a decline of 32.8%[23] - Revenue from external customers in Hong Kong increased significantly to SGD 2,907,000 from SGD 1,141,000, while revenue from China remained stable at SGD 2,137,000[31] Operational Changes - The company gained control of Huangren Medical, expanding its clinical healthcare and dermatology business in Hong Kong[24] - The company aims to enhance its core operations in clinical healthcare and dermatology services in Hong Kong and dental services in China, capitalizing on the growing demand due to an aging population and increased health awareness[49] - The group will streamline its non-core businesses and assets while expanding new divisions to improve operational efficiency and reduce costs[16] Financial Management and Strategy - The company plans to actively negotiate with Dr. Loh to fulfill the necessary conditions for the defaulted loan obligations[15] - The group is seeking other financing options, including introducing new investors or issuing debt and equity securities to settle existing debts and fund future operations[16] - The board has prepared cash flow forecasts covering at least twelve months from December 31, 2024, to improve liquidity and financial condition[87] - The effectiveness of the going concern assumption depends on the successful implementation of plans and measures outlined in the financial statements[88] - There is uncertainty regarding the company's ability to negotiate with creditors and secure financing options to repay existing debts[89] Expenses and Costs - Total employee benefits expenses for the year ended December 31, 2024, were SGD 2,060,000, a decrease from SGD 2,363,000 for the year ended December 31, 2023[54] - The cost of consumables and medical supplies was approximately SGD 1,399,000 for the year ended December 31, 2024, a decrease of about SGD 238,000 or 14.5% from SGD 1,637,000 for the year ended December 31, 2023[53] - Other operating income decreased to SGD 184,000 in 2024 from SGD 361,000 in 2023[32] - Other operating expenses increased to approximately SGD 2,533,000 for the year ended December 31, 2024, an increase of about SGD 664,000 or 35.5% from SGD 1,869,000 for the year ended December 31, 2023[60] - Financial costs for the year ended December 31, 2024, were approximately SGD 234,000, an increase of about SGD 179,000 from SGD 55,000 for the year ended December 31, 2023[62] Corporate Governance - The company has adopted the principles and code provisions of the corporate governance code as per GEM Listing Rules Appendix C1[76] - The company executed a share consolidation on November 26, 2024, reducing the number of shares from 10 billion to 500 million, with a par value adjustment from SGD 0.01 to SGD 0.20[46] - The company recognized no gain or loss from the transaction involving the Huangren Medical Group, as it was primarily for restructuring and compliance purposes[44] Reporting and Compliance - The group has adopted new international financial reporting standards effective from January 1, 2024, which did not significantly impact the financial statements[17] - The group is evaluating the detailed impact of the new International Financial Reporting Standard 18 on its consolidated financial statements[22] - The annual performance announcement and annual report will be available on the company's website and the stock exchange website[90]

Financial Performance - The unaudited revenue of RMH Holdings Limited for the six months ended June 30, 2024, was approximately S$2,357,000, representing an increase of approximately S$1,048,000 or 80.1% compared to S$1,309,000 for the same period in 2023[7]. - The unaudited profit for the same period was approximately S$879,000, an increase of approximately S$3,673,000 or 131.5% compared to a loss of approximately S$2,794,000 for the six months ended June 30, 2023[8]. - Earnings per share for the six months ended June 30, 2024, was 0.08 Singapore cents, while the loss per share for the same period in 2023 was 0.20 Singapore cents[7]. - The Group's profit before tax for the six months ended June 30, 2024, was S$879,000, compared to a loss of S$2,794,000 for the same period in 2023[9]. - Profit for the period increased to S$879,000 compared to a loss of S$2,794,000 in the same period last year, representing a significant turnaround[11]. - Total comprehensive income for the period was S$664,000, recovering from a loss of S$2,661,000 in the previous year[12]. - Basic and diluted earnings per share attributable to owners of the Company improved to 0.08 Singapore cents from a loss of 0.20 Singapore cents[12]. - For the six months ended June 30, 2024, the profit attributable to the owners of the Company was S$965,000, compared to a loss of S$2,699,000 for the same period in 2023, representing a significant turnaround[41]. Revenue Breakdown - Revenue from treatment services was S$621,000, dental services was S$916,000, and trading sales was S$820,000 for the six months ended June 30, 2024[31]. - Revenue from dental services accounted for approximately 38.9% of total revenue, while dermatology aesthetic and treatment services contributed about 26.3%, and trading sales from health products accounted for approximately 34.8%[69]. - Revenue generated from dental services was approximately S$916,000 for the six months ended June 30, 2024[77]. - Revenue from trading sales, primarily from stem cell supplements and other medical products, was approximately S$820,000, representing an increase of approximately S$411,000 compared to S$409,000 for the same period in 2023[78]. Operating Expenses - Employee benefits expense decreased to S$1,119,000 for the six months ended June 30, 2024, from S$1,449,000 in the same period in 2023[9]. - The Group's total operating expenses increased to S$1,822,000 for the six months ended June 30, 2024, from S$1,557,000 in the same period in 2023[9]. - Other operating expenses rose by approximately S$265,000 or 17.0%, from S$1,557,000 for the six months ended June 30, 2023 to S$1,822,000 for the same period in 2024[93]. Cash Flow and Liquidity - Operating cash flows before working capital changes were S$1,720,000, a recovery from a negative cash flow of S$1,749,000 in the previous year[16]. - Cash from operating activities amounted to S$7,260,000, a significant improvement from a cash outflow of S$1,189,000 in the same period last year[16]. - The Group experienced a net increase in cash and cash equivalents of S$447,000 for the six months ended June 30, 2024, compared to a decrease of S$547,000 in the same period of 2023[17]. - For the six months ended June 30, 2024, the Group reported cash and cash equivalents of approximately S$558,000, indicating insufficient liquidity to settle outstanding balances upon immediate repayment requests[20]. - The Group's current liabilities exceeded its current assets by approximately S$18,063,000 as of June 30, 2024[20]. Assets and Liabilities - Non-current assets totaled S$5,729,000 as of June 30, 2024, compared to S$1,008,000 at the end of 2023, indicating substantial growth[13]. - Current liabilities increased to S$21,846,000 from S$15,242,000, leading to net current liabilities of S$18,063,000[13]. - The Company’s total deficit increased to S$17,421,000 as of June 30, 2024, compared to S$12,519,000 at the end of 2023[13]. - Trade receivables increased to S$3,069,000 as of June 30, 2024, from S$2,338,000 in 2023, with an average credit period of 90 days[49]. - The loss allowance for trade receivables was measured at an amount equal to lifetime expected credit losses, reflecting a proactive approach to credit risk management[50]. - Trade payables increased to S$177,000 as of June 30, 2024, compared to S$39,000 at the end of 2023[55]. - Accrued expenses rose significantly to S$5,009,000 from S$781,000, indicating a substantial increase in liabilities[55]. - Other payables reached S$10,600,000 as of June 30, 2024, up from S$8,388,000, primarily due to amounts owed to Singapore Liquidated Subsidiaries[55]. Corporate Governance and Compliance - The company has complied with all applicable code provisions of the Corporate Governance Code during the six months ended June 30, 2024[107]. - The independent non-executive Directors have confirmed that the Controlling Shareholders complied with their non-competition undertakings for the six months ended June 30, 2024[118]. - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2024[122]. Strategic Plans and Future Outlook - The Group plans to expedite the collection of trade receivables and other debts to improve liquidity[23]. - The Group aims to streamline existing non-core businesses and assets while expanding into new segments to enhance operational efficiency and reduce costs[23]. - The Group is actively pursuing alternative financing options, including plans to bring in new investors or subscribe for new shares to settle existing debts and fund future operations[25]. - The company plans to focus major resources on the continuous development of dental and dermatology services while maintaining a prudent investment strategy[73]. - The company believes there is significant market potential for dental implant and dermatology services in Mainland China and Hong Kong due to the large population and aging demographics[70]. - The Group will continue to diversify its services and product offerings through mergers and acquisitions, focusing on the medical, health, and aesthetic wellness sectors in Hong Kong, Greater Bay Area, Singapore, and ASEAN[98]. Shareholder Information - As of June 30, 2024, Loh Teck Hiong holds 210,024,000 shares, representing 15.77% of the company's interest[106]. - Li Mingcheng has an interest in 132,968,000 shares, accounting for 9.98% of the company's interest[106]. - The company has adopted a share option scheme on September 22, 2017, granting 60,000,000 share options to ten directors at an exercise price of HK$0.109 per share[109]. - The issued and fully paid shares remained at 1,332,000,000 as of both June 30, 2024, and December 31, 2023, with share capital at S$2,303,000[63].

Subsidiary and Audit Issues - The company has terminated the consolidation of its Singapore liquidated subsidiary as it lost control over it on November 2022 [3]. - The auditors were unable to obtain sufficient appropriate audit evidence regarding the Singapore liquidated subsidiary, leading to a lack of audit opinion on the consolidated financial statements for the year ended December 31, 2023 [6]. - No significant contingent liabilities related to the Singapore liquidated subsidiary were identified for the year ended December 31, 2023, apart from those already included in the financial statements [6]. Trading Suspension - The company's shares have been suspended from trading since April 3, 2023, and will remain suspended until further notice [8]. Corporate Guarantees - The company has confirmed that no additional corporate guarantees have been issued since the appointment of the current director [7].

Financial Performance - The unaudited revenue of RMH Holdings Limited for the nine months ended 30 September 2023 was approximately S$2,250,000, representing a decrease of approximately S$169,000 or 7.0% compared to S$2,419,000 for the same period in 2022[8]. - The unaudited loss for the Group was approximately S$3,921,000 for the nine months ended 30 September 2023, a decrease of approximately S$1,579,000 or 28.7% from a loss of S$5,500,000 for the same period in 2022[8]. - Loss per share for the Company was approximately 0.31 Singapore cents for the nine months ended 30 September 2023, compared to 0.47 Singapore cents for the same period in 2022[8]. - The company reported a loss before taxation of S$3,921,000 for the nine months ended September 30, 2023, compared to a loss of S$5,500,000 in the same period of 2022, indicating an improvement of about 29%[94]. - The total comprehensive loss for the year to date was S$3,790,000, which includes an other comprehensive loss of S$131,000, highlighting ongoing challenges in financial performance[11]. - The company’s total comprehensive loss for the nine months ended September 30, 2023, reflects ongoing operational challenges and market conditions affecting profitability[11]. Revenue Breakdown - Dental services generated revenue of S$1,472,000 for the nine months ended September 30, 2023, with trading sales contributing S$778,000[86]. - Revenue from healthcare services was recognized entirely at a point in time, with no revenue recognized over time during the reporting period[86]. - Revenue from prescription and dispensing services is recognized when the patient obtains control of the medication and skincare products[78]. - Revenue from trading sales is recognized when control of the goods is transferred to the customer upon delivery[81]. - Revenue from aesthetic services, consultation services, treatment services, and trading sales, with performance obligations generally satisfied within one day[71][79][81]. Operating Expenses - Employee benefits expense decreased to S$2,011,000 for the nine months ended 30 September 2023 from S$2,396,000 in the same period in 2022[9]. - Other operating expenses decreased by approximately S$271,000 or 9.3%, from approximately S$2,910,000 for the nine months ended September 30, 2022 to approximately S$2,639,000 for the nine months ended September 30, 2023[144]. - The Group's cost of consumables and medical supplies used was approximately S$1,000,000 for the nine months ended September 30, 2023, down from approximately S$1,099,000 in 2022[123][127]. - Interest expenses on borrowings decreased to S$4,000 for the nine months ended September 30, 2023, down from S$14,000 in 2022, reflecting a reduction of approximately 71%[92]. Corporate Governance - The company complied with all applicable code provisions of the Corporate Governance Code during the nine months ended September 30, 2023[169]. - The board is committed to high standards of corporate governance to manage business risks and enhance transparency[168]. - The company will continue to review and improve its corporate governance practices[168]. - All directors confirmed compliance with the code of conduct regarding securities transactions throughout the nine months ended September 30, 2023[181]. Shareholder Information - The company did not recommend any dividend for the nine months ended September 30, 2023, consistent with the same period in 2022[102]. - The company has adopted a share option scheme, granting a total of 60,000,000 share options to ten directors and eligible participants at an exercise price of HK$0.109 per share[174]. - The total number of share options as of September 30, 2023, is 30,000,000, with 18,000,000 exercised and 12,000,000 lapsed[177]. - As of September 30, 2023, Brisk Success holds 210,024,000 shares, representing approximately 15.77% of the company's shareholding[165]. Strategic Focus - The core business operations are shifting towards dental implant services, with a two-year business development plan established in 2022[111][115]. - The Company sees significant market potential for dental implant services in mainland China, driven by a large population and aging demographics[112][115]. - The Group will focus resources on the continuous development of dental services and maintain a prudent investment strategy[113][115]. - The nature of the Group's main business has shifted from dermatology aesthetic services to dental care and dental implant services due to previous operational changes[118][119]. Compliance and Audit - The Audit Committee reviewed the unaudited condensed consolidated financial statements for the nine months ended September 30, 2023[194]. - The company established the Audit Committee on September 22, 2017, in compliance with GEM Listing Rules[193].

Revenue and Business Performance - The Group's revenue from dental services reached approximately S$2,039,000, an increase of approximately S$1,124,000 or 122.8% compared to S$915,000 for the year ended December 31, 2022, accounting for approximately 64.1% of total revenue[18] - The Dental Business achieved sales of S$2,039,000 for the year ended December 31, 2023, representing an increase of 122.8% compared to S$915,000 in 2022[40] - The increase in dental service revenue reflects a significant shift in the Group's operational focus and market strategy[18] - For the year ended December 31, 2023, the revenue from health products, nutritional supplements, and related medical beauty products was approximately S$1,141,000, a decrease of about S$2,185,000 or 65.7% compared to S$3,326,000 for the year ended December 31, 2022[44] - As of December 31, 2023, the trading amount of healthcare products and related aesthetics products was approximately S$1,141,000, a decrease of 65.7% from S$3,326,000 in 2022[39] Business Strategy and Transformation - The core business operations will shift to dental implant services, with a two-year business development plan established in 2022[18] - The Group's main business has transitioned from dermatology aesthetic services to dental care and dental implant services due to liquidation and judicial management of its Singapore subsidiaries in 2022[17] - The Group's strategic focus will be on expanding its dental services while also reviving its dermatology aesthetic services[19] - The company will focus on developing its core business operations in mainland China and Hong Kong, particularly in dental and dermatology services[24][33] - The vast population base and aging phenomenon in mainland China provide significant market potential for the company's development plans[24][33] - The overall business transformation is aimed at enhancing the Group's market position and operational efficiency[19] Financial Performance and Costs - Other operating income increased to approximately S$361,000 in 2023, up from S$318,000 in 2022, mainly due to gains from rental income[41] - Consumables and medical supplies used decreased to approximately S$1,133,000 in 2023, down 68% from S$3,534,000 in 2022, representing 36% of total revenue[42][43] - Employee benefits expense decreased to approximately S$2,363,000 for the year ended December 31, 2023, down from S$3,221,000 for the year ended December 31, 2022, primarily due to a reduction in staff headcount[49] - Other operating expenses decreased by approximately S$301,000 or 14% from approximately S$2,170,000 for the year ended December 31, 2022, to approximately S$1,869,000 for the year ended December 31, 2023[56] - Finance costs for the year ended December 31, 2023, were approximately S$55,000, a decrease of about S$163,000 compared to S$218,000 for the year ended December 31, 2022[57] - The loss for the year from continuing operations was approximately S$6,853,000 for the year ended December 31, 2023, a decrease from a loss of approximately S$13,127,000 for the year ended December 31, 2022[58] Governance and Compliance - The Company aims to improve corporate governance, including enhancing internal control systems and compliance training[19] - The Company emphasizes the importance of compliance checks and supervision measures in its governance framework[19] - The Group has complied with relevant laws and regulations with no material breaches reported for the year ended December 31, 2023[105] - There were no significant disputes with key stakeholders during the year ended December 31, 2023, indicating strong relationships[106] Shareholder and Director Information - The Board does not recommend the payment of a final dividend for the year ended December 31, 2023[65] - As of December 31, 2023, the Group reported no distributable reserves available for distribution to shareholders under the Companies Law of the Cayman Islands[110] - The Directors' fees are subject to Shareholders' approval at general meetings, with other emoluments determined by the Board[134] - The Group has established a Remuneration Committee to review and recommend remuneration policies[135] - The independent non-executive Directors confirmed compliance with the non-competition undertakings for the year ended December 31, 2023[191] Employee and Operational Changes - The Group had a total of 32 employees as of December 31, 2023, down from 50 in 2022[81] - The total employee costs for the year ended December 31, 2023, were approximately S$2,363,000, a decrease from approximately S$3,221,000 in 2022[81] - The company has not operated any retirement benefit schemes for its employees, except for payments to the Central Provident Fund in Singapore and a Mandatory Provident Fund Scheme in Hong Kong[143] Share Option Scheme - The Company adopted a Share Option Scheme on September 22, 2017, to incentivize and reward eligible persons for their contributions[161] - The total number of shares available for issue under the Share Option Scheme must not exceed 10% of all shares in issue as of the Listing Date unless fresh approval is obtained from shareholders[167] - As of the report date, the outstanding number of share options available for grant under the Share Option Scheme is nil[168] - A total of 60,000,000 share options were granted on September 29, 2022, at an exercise price of HK$0.109 per share[181] - The options granted are exercisable from September 29, 2022, to September 28, 2032[181]