Financial Performance - The group's revenue for the year ended December 31, 2019, increased by approximately SGD 1.29 million or 6.7% to approximately SGD 20.43 million from approximately SGD 19.14 million for the year ended December 31, 2018[14] - The group recorded a loss of approximately SGD 2.87 million for the year ended December 31, 2019, compared to a loss of approximately SGD 2.52 million for the year ended December 31, 2018[14] - Revenue increased from approximately SGD 19.14 million in the year ended December 31, 2018, to SGD 20.43 million for the year ended December 31, 2019, representing a growth of 6.7%[27] - Cost of goods sold increased from approximately SGD 4.95 million to SGD 5.33 million, an increase of 7.7%[28] - Employee benefits expenses rose from approximately SGD 6.61 million to SGD 7.41 million, marking a 12.1% increase[29] - Rental and related expenses significantly decreased from approximately SGD 4.68 million to SGD 1.43 million, a reduction of 69.4%[31] - Financing costs surged from approximately SGD 0.10 million to SGD 0.57 million, an increase of 470%[34] - Cash and bank balances as of December 31, 2019, were approximately SGD 3.33 million, down from SGD 9.19 million as of December 31, 2018[37] - The net cash inflow from operating activities for the year ended December 31, 2019, was approximately SGD 1.90 million, primarily due to depreciation of right-of-use assets of about SGD 3.46 million[37] - Capital expenditures for the year ended December 31, 2019, amounted to approximately SGD 2.46 million, mainly for property acquisition and renovations for new restaurants[43] - The net cash flow used in investing activities for the year ended December 31, 2019, was approximately SGD 4.51 million[38] - Restricted cash amounted to approximately SGD 0.81 million as of December 31, 2019, compared to SGD 0.16 million as of December 31, 2018[38] - The company reported that its five largest customers accounted for less than 30% of total revenue for the fiscal year ending December 31, 2019[137] - The largest supplier and the top five suppliers accounted for approximately 11.4% and 36.5% of total purchases, respectively, compared to 12.3% and 37.4% for the fiscal year ending December 31, 2018[137] - The company reported no available distributable reserves as of December 31, 2019, consistent with the previous year[185] Business Operations - The increase in revenue was primarily due to the expansion of the dining business in Singapore with the opening of two new restaurants under the Black Society brand[14] - The company opened two handmade dim sum cafes under the new brand "MASA by Black Society" in the Orchard shopping area in the second half of 2019[13] - The company experienced significant pre-opening expenses and operating losses from the two new restaurants during their initial operating phase[14] - The company has paused all expansion plans due to the adverse effects of COVID-19 on the retail sector in Singapore and Malaysia[25] - The company aims to enhance employee training and upgrade existing restaurant operations in Singapore and Malaysia[24] - The company believes its strong brand recognition and diverse customer base position it competitively in the market[22] - The company has begun upgrading its information technology systems, including sales points and CCTV systems in restaurants and retail stores[60] - The company continues to hire new staff at the headquarters to improve administrative efficiency[58] - Marketing activities and brand exposure initiatives have been adequately funded, with ongoing collaboration with market consultants[59] - The company has confirmed the location for a new restaurant under the "Central Hong Kong Café" brand and is in discussions regarding the renovation handover date[56] Corporate Governance - The company is committed to high standards of corporate governance, believing that good governance practices are essential for sustainable growth and enhancing shareholder value[85] - The board of directors is responsible for overseeing the company's overall management and ensuring the implementation of strategic plans to enhance shareholder value[88] - The company has adopted a code of conduct for directors' securities trading, aligning with GEM listing rules, and all directors have confirmed compliance since the listing date[86] - The company has a clear separation of responsibilities among executive directors, with specific oversight of operational areas and execution of board-set strategies[91] - Independent non-executive directors provide valuable insights on strategic and key matters, contributing their rich experience and expertise to the board's operations[90] - The company has not separated the roles of chairman and CEO, believing that this arrangement ensures consistent internal leadership and effective strategic planning[85] - The board will continue to review the appropriateness of separating the roles of chairman and CEO at the right time[85] - All independent non-executive directors have confirmed their independence according to GEM listing rules, ensuring compliance with governance standards[92] - The company has a structured approach to maintaining proper accounting records for accurate financial disclosure and oversight[89] - The board communicates with major stakeholders, including shareholders and regulatory bodies, to ensure transparency and accountability in the company's operations[89] - The company has maintained a governance structure where the roles of Chairman and CEO are held by the same individual, which the board believes enhances internal leadership and strategic planning efficiency[94] - The Audit Committee, established on April 4, 2018, consists of three independent non-executive directors and is responsible for reviewing the group's quarterly, interim, and annual performance[95] - The Remuneration Committee, also formed on April 4, 2018, evaluates the performance of directors and senior management and determines their compensation[96] - The Nomination Committee, established on April 4, 2018, provides recommendations to the board regarding the appointment of directors and senior management members[97] - The board has adopted a diversity policy to ensure a balanced mix of professional knowledge, skills, and experience among its members[99] - The company has arranged appropriate insurance to cover directors' liabilities arising from corporate activities, in compliance with governance codes[100] - Related party transactions were regularly reviewed and approved by the Audit Committee during the year ending December 31, 2019[101] - The board consists of three executive directors and three independent non-executive directors, complying with GEM listing rules regarding board composition[103] - All directors have undergone training to stay updated on GEM listing rules and regulatory requirements, ensuring they understand their responsibilities[107] - The board is responsible for preparing financial statements that fairly reflect the group's business status, with no significant doubts about the company's ability to continue as a going concern[108] - The independent auditor's report confirmed that the financial statements were prepared using appropriate accounting policies and reasonable judgments[111] - The company incurred audit fees of SGD 170,000 for statutory audit services provided by Ernst & Young[113] - The company has established policies and procedures to identify, assess, and manage significant risks, with the board overseeing the effectiveness of these systems[116] - The company has not established a corporate governance committee, and the board is responsible for governance functions, including policy formulation and compliance monitoring[115] - The company secretary is responsible for ensuring compliance with board procedures and maintaining detailed meeting records[117] - The board has no disagreements regarding the appointment or dismissal of external auditors, ensuring transparency in financial reporting[111] Shareholder Information - The board proposed not to declare any dividends for the fiscal year ending December 31, 2019, maintaining a balance between sufficient capital for business development and rewarding shareholders[139] - The company has a diversified board policy that considers various factors when recommending dividends, including overall financial condition and future cash needs[139] - As of December 31, 2019, Ms. Liu Wan-Zhen holds a beneficial interest of 282,000,000 shares, representing 56.4% of the company's ordinary shares[150] - Major shareholder Zhengqi Capital Holdings Limited owns 93,000,000 shares, accounting for 18.6% of the company's ordinary shares[161] - The company has adopted a share option scheme to incentivize and retain talented employees, allowing for the issuance of up to 50,000,000 shares, which is 10% of the total issued shares[157] - No share options were lapsed, granted, exercised, or cancelled during the year ended December 31, 2019[158] - The maximum number of share options that can be granted to each eligible participant is limited to 1% of the total issued shares within any twelve-month period[157] - There were no arrangements made for directors or their family members to benefit from the purchase of shares or debt securities during the year ended December 31, 2019[159] - The company did not disclose any other individuals or entities holding interests in the company's shares that require notification under the Securities and Futures Ordinance as of the report date[162] - The company has not reported any waiver of director remuneration arrangements during the year ended December 31, 2019[163] - The company maintained compliance with GEM listing rules regarding public float as of December 31, 2019[168] Risk Management and Compliance - The company has complied with relevant laws and regulations that significantly impact its business and operations[196] - The consolidated financial statements for the year ended December 31, 2019, have been audited by Ernst & Young[197] - Ernst & Young will resign and is qualified and willing to accept reappointment as the company's auditor[197] - A resolution for the reappointment of Ernst & Young as the company's auditor will be presented at the next annual general meeting[197] - The company nominated Ernst & Young Singapore as the auditor for the group for the year ended December 31, 2019, to fill the vacancy created by the resignation[197] - There have been no other changes to the company's auditor since the listing date up to the report date[198] - The company confirmed that there were no conflicts of interest or competitive businesses involving directors or major shareholders during the year[173] - An independent environmental, social, and governance report is expected to be published within three months after the annual report[178] - The audit committee reviewed the management and accounting principles adopted by the company, discussing internal controls and financial reporting matters[193] Acknowledgments - The board expresses heartfelt thanks to shareholders, business partners, and customers for their continued support[199] - The board also thanks all directors, management, and staff for their hard work and dedication during the period[199] - The report is signed by the Chairman and Executive Director, Liu Wan-Zhen, on March 20, 2020[200]
聚利宝控股(08527) - 2019 - 年度财报