Financial Performance - The group's revenue for the fiscal year ending December 31, 2024, was SGD 87.8 million, a decrease of approximately SGD 17.5 million compared to SGD 105.3 million in the fiscal year 2023[9]. - The decline in revenue was primarily attributed to a reduction of about SGD 17.0 million from the mainland China automotive trade business[9]. - Automotive supply revenue decreased by approximately SGD 17.7 million to about SGD 69.7 million for the fiscal year 2024, compared to SGD 87.4 million in fiscal year 2023[12]. - Total revenue for fiscal year 2024 was SGD 87.8 million, down from SGD 105.1 million in fiscal year 2023, a decrease of approximately SGD 17.3 million[17]. - Other income and gains increased by approximately SGD 0.6 million due to proceeds from the sale of properties, plants, and equipment in fiscal year 2024[18]. - The group recorded a total comprehensive loss of approximately SGD 1.5 million in fiscal year 2024, compared to a loss of SGD 1.3 million in fiscal year 2023[25]. - As of December 31, 2024, the group's distributable reserves amounted to approximately SGD 2.2 million, down from SGD 3.7 million as of December 31, 2023[148]. - The largest customer accounted for about 10% of total revenue, a decrease from 17% in 2023, while the top five customers represented 23% of total revenue, down from 49% in 2023[149]. - The largest supplier accounted for approximately 16% of total costs, an increase from 4% in 2023, and the top five suppliers represented 35% of total costs, up from 12% in 2023[149]. Business Strategy and Growth - The group aims to strengthen existing operations and explore opportunities for growth in sectors such as bio-health, green energy technology, new retail, e-commerce, and franchise management[8]. - The company is actively seeking business expansion opportunities in other regions of China and overseas[9]. - The group aims to enhance its position in the automotive after-sales service business and rental services in Singapore while increasing market share in mainland China[13]. - The company is exploring feasible equity investments or business segments for expansion, including biocare, green technology, e-commerce, and new energy businesses[13]. - The group plans to diversify income sources by expanding local revenue streams, such as car rentals, and seeking opportunities in the electric vehicle sector[33]. - The group has increased its rental fleet in response to restrictions on vehicle ownership certificates and rising car prices, indicating a shift in consumer preferences towards rentals[34]. Corporate Governance - The board emphasizes the importance of high corporate governance standards for sustainable growth and has established appropriate policies[67]. - The company has conducted an annual review of the need for an internal audit department, with risk management and internal control systems audited by a third party[68]. - The board retains overall responsibility for major matters, including financial data and significant transactions, ensuring transparency and accountability[70]. - The company has arranged appropriate liability insurance for all directors, which will be reviewed regularly by the board[72]. - The board consists of five executive directors and three independent non-executive directors, ensuring a balanced composition in terms of gender, age, culture, and professional experience[75]. - The board has complied with GEM listing rules by appointing at least three independent non-executive directors, with at least one possessing appropriate professional qualifications in accounting and financial management[77]. - Independent non-executive directors have confirmed their independence in writing according to GEM listing rules, ensuring unbiased judgment in decision-making[78]. - The company has established a nomination committee to recommend candidates for board vacancies and ensure good corporate governance practices[81]. - New directors receive comprehensive training to understand their responsibilities under GEM listing rules and relevant regulations[82]. - The board reviews its mechanisms annually to ensure the provision of independent opinions and advice[78]. - The company has no financial, business, family, or other significant relationships among board members, ensuring independence[77]. - The board will hold an annual general meeting where one-third of the directors will retire and be eligible for re-election[80]. - The company has adopted measures to ensure independent non-executive directors can provide independent views and advice to the board[76]. - The board held a total of 4 meetings during the fiscal year ending December 31, 2024, with all directors actively participating in the decision-making process[87]. - The chairman and CEO roles are held by different individuals, ensuring a clear separation of responsibilities[89]. - The company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with defined terms of reference[90]. - The Remuneration Committee is responsible for recommending overall remuneration for directors and senior management, ensuring no director determines their own pay[91]. - All directors participated in training sessions to enhance their skills and knowledge related to corporate governance and regulatory compliance[83]. - The company encourages all directors to attend relevant training courses, with costs covered by the company[83]. - The board has mechanisms in place to ensure independent opinions and recommendations are provided to enhance governance effectiveness[86]. - The company conducted a meeting between the chairman and independent non-executive directors to discuss matters without the presence of other directors[88]. - Directors are provided with sufficient information and materials at least 14 days prior to meetings to facilitate informed decision-making[84]. - The company maintains records of all board meetings and resolutions for reference by directors at any time[88]. - The remuneration committee consists of three independent non-executive directors, with a total of 5 highest-paid individuals in the group[92]. - The audit committee held 4 meetings during the year ending December 31, 2024, with attendance from senior management[95]. - The nomination committee has conducted 2 meetings and reviewed the financial statements, accounting principles, and risk management systems[96]. - The company has adopted a dividend policy to maintain sufficient cash reserves for operational needs and future business growth[106]. - The company secretary provides support to the board and ensures compliance with governance policies and procedures[107]. - The nomination committee evaluates the current board composition to ensure diversity in gender, age, culture, and professional experience[97]. - The remuneration committee assesses executive directors' performance based on business performance and market conditions[93]. - The company secretary is an external service provider, with an executive director designated as the contact person[108]. - The audit committee's main duties include reviewing financial data, internal controls, and risk management systems[95]. - The company has adopted a risk management framework that includes identifying significant risks in the operating environment and assessing their impact on business[114]. - The audit committee reviewed the internal control system and found it effective and sufficient for the fiscal year ending December 31, 2024[112]. - The company paid S$142,000 for audit services in 2024, a decrease from S$152,000 in 2023[122]. - The board confirmed compliance with the GEM Listing Rules regarding the trading of company securities by all directors for the fiscal year ending December 31, 2024[111]. - The company has implemented a whistleblowing policy to encourage reporting of misconduct, with no significant fraud or misconduct incidents reported for the fiscal year ending December 31, 2024[115]. - The board is committed to maintaining high standards of integrity and ethical behavior as part of its anti-corruption policy[117]. - The internal audit function has not yet been established, but the board will continue to review its necessity annually[113]. - The company has ensured that all insider information is handled confidentially and disclosed in a timely manner according to GEM Listing Rules[119]. - The board has confirmed that there are no significant uncertainties affecting the company's ability to continue as a going concern as of December 31, 2024[123]. - The company has adopted a code of conduct requiring all employees to adhere to high standards of behavior and ethical values[114]. Management and Board Composition - Mr. Hu was appointed as Executive Director on January 6, 2021, and became Chairman on August 15, 2021[53]. - Mr. Hong has approximately 29 years of experience in the automotive industry and has been responsible for overall business development and strategic planning since March 14, 2018[54]. - Ms. Nie has 19 years of corporate management experience and was appointed as Executive Director on May 18, 2020[55]. - Ms. Lin has served on the board of Senmiao Technology Limited since March 2018 and has extensive experience in finance and management[57]. - Mr. Zhang was appointed as an Independent Non-Executive Director on February 25, 2021, and has been the General Manager of a trading company since April 2020[58]. - Mr. Zhu has over 20 years of experience in accounting and corporate secretarial roles, currently serving as the Chairman of the Audit Committee[60]. - Ms. Yi has been an Independent Non-Executive Director since June 30, 2022, and has a background in law with qualifications obtained in 2019[62]. - The company has a diverse board with members holding various qualifications in finance, law, and management, enhancing its governance structure[61]. - The management team has a strong focus on strategic planning and operational oversight to drive business performance[54]. - The company is actively expanding its market presence and exploring new business strategies to enhance growth[62]. - Ms. Dai Xiaoyan appointed as independent non-executive director on April 16, 2024, with over 16 years of sales and corporate management experience[63]. - Mr. Wu Huamin joined as Chief Financial Officer in December 2023, bringing over 10 years of auditing and accounting experience[64]. - Ms. Xu Jiayuan has been the company secretary since September 30, 2021, with over 9 years of experience in corporate governance[65]. Compliance and Risk Management - The company has conducted an annual review of its risk management and internal control systems, with a professional third party responsible for the assessment[188]. - The company has established an audit committee to oversee financial reporting and risk management processes[190]. - The company is committed to environmental sustainability and has adhered to relevant environmental laws and regulations during the year ending December 31, 2024[195]. - There have been no significant violations of applicable laws and regulations that could materially impact the company's business and operations during the year ending December 31, 2024[196]. - The independent auditor, Guowei CPA Limited, has audited the consolidated financial statements for the year ending December 31, 2024, and will be proposed for reappointment at the upcoming annual general meeting[200].
傲迪玛汽车(08418) - 2024 - 年度财报