Financial Performance - The company's revenue decreased from approximately SGD 56.8 million for the year ended March 31, 2018, to approximately SGD 52.8 million for the year ended March 31, 2019[21]. - Gross profit increased from approximately SGD 16.9 million for the year ended March 31, 2018, to approximately SGD 17.9 million for the year ended March 31, 2019[21]. - The gross profit margin improved from 29.7% for the year ended March 31, 2018, to 33.9% for the year ended March 31, 2019[21]. - For the fiscal year ending March 31, 2019, the company recorded revenue of approximately SGD 52.8 million, a decrease of about SGD 4.0 million or 7.0% compared to SGD 56.8 million for the previous year[30]. - Revenue from integrated building services increased by approximately SGD 3.3 million or 7.1% to SGD 49.7 million, driven by higher project amounts compared to the previous year[30]. - The company's gross profit rose from approximately SGD 16.9 million to SGD 17.9 million, an increase of about SGD 1.0 million or 5.9%, primarily due to reduced service costs[33]. - The gross profit margin improved from 29.7% to 33.9%, attributed to a greater reduction in service costs compared to the decline in revenue[33]. - Other income shifted from a loss of approximately SGD 1.7 million to a gain of about SGD 955,000, mainly due to unrealized foreign exchange gains[34]. - The company's profit attributable to owners increased from approximately SGD 3.5 million to SGD 4.9 million, a rise of about SGD 1.4 million or 40.0%[39]. - Administrative expenses rose by approximately SGD 1.8 million or 16.7% to SGD 12.6 million, mainly due to increased legal and professional fees and the establishment of a Hong Kong office[36]. - As of March 31, 2019, the company's cash and bank balances totaled approximately SGD 22.6 million, down from SGD 39.4 million the previous year[41]. - The company maintained a current ratio of approximately 5.3 times as of March 31, 2019, compared to 4.3 times the previous year[41]. Market Outlook - The company remains optimistic about the outlook for the integrated building services and construction market in Singapore, with total construction demand projected to be between SGD 27 billion and SGD 32 billion for 2019[22]. - The construction demand for public sector projects in 2019 is estimated to be between SGD 16.5 billion and SGD 19.5 billion, accounting for approximately 60% of the total projected demand[22]. - The company plans to continue investing in blockchain and fintech-related businesses, including data centers and digital asset trading platforms[28]. - The group aims to expand its operational scale and undertake more integrated building service projects in Singapore, with a total of SGD 12.475 million allocated for this purpose[58]. Shareholder Information - Morgan Hill Holdings Limited acquired approximately 72.29% of the company's issued share capital for a total consideration of approximately HKD 652.5 million in May 2018[26]. - As of the report date, Morgan Hill and Trinity Gate control approximately 41.79% and 10.8% of the company's issued shares, respectively[27]. - As of March 31, 2019, the company had a significant shareholder, Mr. Yao Yongjie, holding 531,280,000 shares, representing 51.49% of the total issued share capital[170]. - Following a sale of 100,000,000 shares to Trinity Gate Limited, Mr. Yao's ownership decreased to 431,280,000 shares, equivalent to approximately 41.79% of the total issued share capital[172]. - Morgan Hill holds a 51.49% stake in the company, representing 531,280,000 shares[178]. - Trinity Gate directly owns 93,400,000 shares, accounting for 9.05% of the total issued share capital[178]. - As of March 31, 2019, the total number of shares issued by the company is 1,031,280,000[178]. Corporate Governance - The board consists of eight members, including three executive directors, two non-executive directors, and three independent non-executive directors[77]. - The company has adopted a board diversity policy, considering factors such as gender, age, cultural background, and professional experience[79]. - The board has reviewed its diversity policy and is satisfied with its effectiveness during the review year[80]. - The company has two co-chairmen and two co-CEOs, ensuring a separation of duties for enhanced independence and accountability[82]. - All non-executive and independent non-executive directors have signed appointment letters with a term of three years[83]. - The company has three independent non-executive directors, meeting the requirement of having more than one-third of the board[84]. - The board is responsible for determining long-term goals and strategies, approving major policies, and overseeing internal controls and risk management[87]. - The company encourages directors to participate in training courses to stay updated on corporate governance knowledge[88]. - Regular board meetings are planned at least twice a year, with prior written notice and agenda provided to directors[100]. - The company maintains clear board procedures and ensures that all directors have access to the company secretary's advice and services[100]. - The board held 16 meetings and 1 annual general meeting during the review year, with attendance records indicating full participation by executive directors[102]. - The audit committee conducted 3 meetings, reviewing annual financial statements and discussing risk management and internal control systems[106]. - The remuneration committee held 4 meetings, focusing on the compensation policies for directors and senior management, ensuring transparency and alignment with company performance[122]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with defined responsibilities approved by the board[103]. - The nomination committee is responsible for reviewing board structure and diversity, identifying qualified candidates, and assessing the independence of non-executive directors[123]. - The audit committee is chaired by Mr. Zhu Zongyu, comprising independent non-executive directors, ensuring independent oversight of financial reporting[105]. - The company ensures that all committees have sufficient resources to fulfill their duties and can seek independent professional advice when necessary[104]. - The remuneration committee's recommendations are based on individual responsibilities, workload, time commitment, and company performance[111]. - There were no disagreements between the board and the audit committee during the review year[110]. Risk Management - The company reported a comprehensive loss for the year, with no distributable reserves as of March 31, 2019, due to accumulated losses[147]. - The board has decided not to recommend any final dividend for the year under review[148]. - The company has established guidelines and procedures for expenditure approval and control to ensure the reliability of financial reporting and compliance with applicable laws and regulations[129]. - The board is responsible for the risk management and internal control systems, which are reviewed annually for effectiveness[129]. - The group faces financial risks including interest rate risk, currency risk, credit risk, liquidity risk, and equity price risk, which are regularly reviewed by management[52]. Investments and Acquisitions - The company has diversified into new businesses related to blockchain technology development and industrial hemp, although these are still in the early stages[22]. - The group plans to invest HKD 15 million (approximately SGD 2.6 million) in a joint venture for digital asset trading, acquiring 75% equity, while Hong Kong Wen Wei will invest HKD 5 million (approximately SGD 883,000) for 25% equity[48]. - A joint venture named Longma Biotechnology Co., Ltd. was established to explore potential investment opportunities in blockchain technology and related industries[196]. - The company and its chairman agreed to invest HKD 5,100,000 and HKD 4,900,000 for 51% and 49% stakes in the joint venture, respectively[197]. - The investment amounts for the joint venture were later adjusted, with the company's stake reduced to 45.9% and the investment to HKD 4,590,000[199]. - A shareholder loan agreement was established, allowing the company to lend HKD 5,400,000 to the joint venture at an interest rate of 8%[200]. - The company has no other related party transactions that require disclosure under the listing rules[195]. Share Repurchase and Stock Options - The company repurchased a total of 5,595,000 shares during the fiscal year ending March 31, 2019, with a total purchase price of HKD 5,261,296[152]. - The highest purchase price per share was HKD 1.11 and the lowest was HKD 0.80 during the repurchase period[152]. - The company aims to enhance shareholder value through share repurchases to improve net asset value per share and earnings per share[154]. - The company has a stock option plan that allows for the issuance of up to 47,500,000 shares, which is approximately 4.60% of the total issued share capital[185]. - The stock options granted under the plan are exercisable at a minimum price of 1 Singapore dollar, with the market value of the shares at 0.93 HKD as of March 29, 2019[188]. - The stock option plan is effective for a period of ten years from January 5, 2017, to January 4, 2027[184]. - The maximum limit for any participant under the stock option plan is capped at 1% of the total issued share capital in any 12-month period[185]. - The company had 1,000,000 share options granted in 2018, with an exercise price of HKD 1.20[190]. Communication and Transparency - The company has implemented policies to ensure timely and fair disclosure of inside information to the public[130]. - The upcoming annual general meeting is scheduled for August 29, 2019, with notices to be sent at least 20 business days prior[139]. - The company has maintained continuous communication with shareholders and the investment community through various reports and announcements[138]. - There were no significant changes to the company's articles of association during the review year[140].
雄岸科技(01647) - 2019 - 年度财报