冠轈控股(01872) - 2022 - 年度财报

Revenue and Profit Performance - Revenue decreased by S$67.3 million or 27.3$246.4 million in FY2021 to S$179.1 million in FY2022, primarily due to a S$67.7 million or 28.8% decrease in automotive sales[20] - Gross profit decreased by S$4.7 million from S$28.4 million in FY2021 to S$23.7 million in FY2022, mainly due to reduced gross profit from automotive sales[11] - Net profit and total comprehensive income decreased to S$5.0 million in FY2022 from S$10.0 million in FY2021, primarily due to reduced gross profit and increased general and administrative expenses[11] - Net profit decreased by SGD 5.0 million or 50.0$46.4 million or 26.3%, with the number of new cars sold dropping from 1,358 in FY2021 to 731 in FY2022, despite an increase in average selling price from S$130,000 to S$178,000[21] - Used car sales decreased by S$21.3 million or 36.6$67,000 to S$100,000[21] - The company sold 731 new cars and 371 used cars in FY2022, a decrease of 46.2$1.9 million or 24.4% from S$7.8 million in FY2021 to S$5.9 million in FY2022, mainly due to reduced financing arrangements as a result of decreased car sales[24] - Car sales gross profit decreased by SGD 3.3 million or 17.3% from SGD 19.1 million in FY2021 to SGD 15.8 million in FY2022, with gross margin increasing from 8.1% to 9.5%[32] Cost and Margin Analysis - Cost of sales decreased by SGD 62.8 million or 28.8% from SGD 218.1 million in FY2021 to SGD 155.3 million in FY2022, primarily due to a reduction in car sales costs[28] - Gross profit decreased by SGD 4.7 million or 16.5% from SGD 28.4 million in FY2021 to SGD 23.7 million in FY2022, while gross margin increased from 11.5% to 13.3%[29] - The overall gross profit margin increased from 11.5% in FY2021 to 13.3% in FY2022[11] - Net interest margin for car financing services increased from 5.3% in FY2021 to 5.8% in FY2022[33] Financial Position and Liquidity - Cash and bank balances decreased to SGD 5.5 million in 2022 from SGD 6.6 million in 2021[52] - Current ratio declined to 1.4 in 2022 from 2.3 in 2021, while debt-to-equity ratio increased to 117.7% from 75.3%[52] - Total borrowings increased to SGD 75.1 million in 2022 from SGD 44.3 million in 2021, partially secured by inventory, leased properties, vehicles, and receivables[54] - Capital expenditure for 2022 was SGD 20.8 million, primarily for property, plant, and equipment in Singapore, compared to SGD 5.4 million in 2021[55] Business Strategy and Outlook - The company expects continued challenges in the automotive sales business due to COVID-19 impacts and Singapore's Certificate of Entitlement (COE) quota tightening[12] - The company plans to focus on cost control, providing quality services, and maintaining good supplier relationships while consolidating its position in Singapore's automotive sales market[12] - Establishment of an auto workshop, originally planned for 2020, has been further delayed to 2023 due to COVID-19 impact on Singapore's economy[67] - Net proceeds from IPO amounted to HKD 52.9 million, with 45.8% allocated to expanding auto hire-purchase financing business and 30.2% to used car sales expansion[66][67] Corporate Governance and Board Structure - The company has adopted the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, with deviations from Code Provisions A.2.1 and C.2.5[85] - The Chairman and CEO roles are combined and held by Mr. Chan, which the Board (including independent non-executive directors) believes is in the best interests of the Group and shareholders[85] - The company does not have an internal audit function but has an internal control system deemed effective by the Audit Committee and Board[85] - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules[86] - All directors confirmed compliance with the Model Code for Securities Transactions during the reporting period[86] - The Board of Directors consists of seven members, with independent non-executive directors accounting for over one-third of the total[90] - The company has three independent non-executive directors, meeting the requirement of at least one-third of the board members and ensuring at least one has appropriate professional qualifications or accounting/financial management expertise[92] - All independent non-executive directors have provided written annual independence confirmations, confirming their independence as per Listing Rule 3.13[92] - The Audit Committee reviewed the Group's interim and annual financial statements, performance announcements, and reports, confirming compliance with applicable accounting standards and Listing Rules[101] - The Remuneration Committee is responsible for advising the Board on overall remuneration policies and structures for directors and senior management, and determining specific remuneration terms[102] - The Nomination Committee is tasked with recommending candidates to fill Board vacancies, considering diversity in gender, age, culture, education, professional qualifications, skills, knowledge, and industry experience[104][105] - Directors are required to participate in continuous professional development to ensure they remain well-informed and contribute effectively to the Board[95] - Directors must submit signed training records annually to the company[96] - The Audit Committee, Remuneration Committee, and Nomination Committee are each composed of three independent non-executive directors[99][102][103] - The Board and Audit Committee have no disagreements regarding the reappointment of auditors[101] - The company's board consists of 7 directors, including 3 independent non-executive directors, with 2 female directors, achieving gender diversity on the board[108] - The gender ratio of the company's workforce as of December 31, 2022, was 71.4% male and 28.6% female[108] Risk Management and Internal Controls - The company has a risk management and internal control system in place, which is reviewed at least annually to ensure its effectiveness[120] - The company employs an outsourced internal audit team to review the risk management and internal control systems of major operating units, identifying certain internal control weaknesses and risks[119] - The company's board has reviewed the effectiveness of the risk management and internal control systems and considers them to be effective and adequate[120] - The company adheres to the principles of the Securities and Futures Ordinance and listing rules regarding the disclosure of inside information, ensuring timely announcements after decisions are made[123] Financial and Operational Metrics - The company's distributable reserves as of December 31, 2022, were approximately SGD 5.9 million (2021: SGD 6.5 million)[157] - The largest supplier accounted for approximately 14.2% of the company's total vehicle purchase costs, while the top five suppliers accounted for 44.9%[159] - The largest customer contributed approximately 1.6% of the company's total revenue, while the top five customers accounted for 6.4%[159] - The company did not recommend paying a final dividend for the year ended December 31, 2022 (2021: none)[147] - The company made charitable donations of approximately SGD 0 in 2022 (2021: SGD 15,000)[160] - The company has adopted a dividend policy to distribute at least 15% of its distributable profits annually, subject to board discretion and shareholder approval[172] - The company emphasized environmental sustainability, focusing on paper recycling, reducing electricity and water consumption, and reported no significant environmental violations in 2022[148] - The company maintained strong relationships with employees, customers, and suppliers, ensuring competitive compensation, training opportunities, and quality standards[151] - The company's bank borrowings and issued share capital details are disclosed in the consolidated financial statements[154][155] - The company's directors and senior management profiles are detailed in the annual report[163] Share Option Plan - The total number of shares available for issuance under the share option plan and any other share option plans shall not exceed 90,000,000 shares, representing 10% of the total issued shares as of the date of this annual report[192] - No share options were granted, exercised, canceled, or lapsed under the share option plan during the year ended December 31, 2022[200] - As of December 31, 2022, the company had 90,000,000 share options granted and outstanding under the plan, representing approximately 10% of the issued share capital as of the report date[199] - The share options are exercisable during a ten-year period commencing from April 8, 2020, and will expire on the last business day of the option period or the date of plan expiration, whichever is earlier[199] - The minimum subscription price for the share options shall be the highest of the prices determined by the board on the grant date[199]