元续科技(08637) - 2025 - 中期财报

Company Information This section provides essential details about the company's structure and contact points Board of Directors and Committees This section details the composition of Yuanxu Technology Holdings Limited's Board of Directors and its key committees - The Chairman and Chief Executive Officer of the Board is Dato' Sri Chai Shui Li[7] - The Audit, Remuneration, and Nomination Committees are all chaired by independent non-executive directors[7] Company Contact Information This section provides key contact and identification details, including the company's headquarters and stock code - The company's headquarters and principal place of business in Singapore are located at No. 43 Tuas View Circuit, Singapore 637360[8] - The company's stock code is 8637[8] Condensed Consolidated Statement of Comprehensive Income This section presents the Group's financial performance, highlighting revenue, profit, and earnings per share for the period Performance Overview The Group achieved significant revenue growth of 33.2% to S$24,766 thousand, with profit for the period increasing by 49.4% Key Data from Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 24,766 | 18,598 | 6,168 | 33.2% | | Cost of sales | (14,355) | (11,203) | (3,152) | 28.1% | | Gross profit | 10,411 | 7,395 | 3,016 | 40.8% | | Other income | 766 | 1,435 | (669) | (46.6%) | | Net other gains/(losses) | (548) | 375 | (923) | -246.1% | | Administrative expenses | (5,102) | (5,717) | 615 | (10.8%) | | Operating profit | 5,527 | 3,488 | 2,039 | 58.5% | | Finance costs | (1,296) | (623) | (673) | 108.0% | | Share of loss of an associate | (278) | (111) | (167) | 150.5% | | Profit before tax | 3,953 | 2,754 | 1,199 | 43.5% | | Income tax expense | (821) | (657) | (164) | 24.9% | | Profit for the period | 3,132 | 2,097 | 1,035 | 49.4% | | Total comprehensive income for the period | 3,138 | 2,098 | 1,040 | 49.6% | | Basic and diluted earnings per share (Singapore cents per share) | 2.10 | 1.70 | 0.40 | 23.5% | Condensed Consolidated Statement of Financial Position This section outlines the Group's financial position, detailing assets, liabilities, and equity at the period-end Assets, Liabilities, and Equity Overview As of June 30, 2025, total net assets increased by 10.9% to S$43,700 thousand, driven by higher current assets and net current assets Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | Change (S$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 42,580 | 43,470 | (890) | (2.0%) | | Current assets | 37,653 | 33,030 | 4,623 | 14.0% | | Current liabilities | (12,943) | (11,656) | (1,287) | 11.0% | | Net current assets | 24,710 | 21,374 | 3,336 | 15.6% | | Non-current liabilities | (23,590) | (25,432) | 1,842 | (7.2%) | | Net assets | 43,700 | 39,412 | 4,288 | 10.9% | | Total equity attributable to owners of the company | 43,700 | 39,412 | 4,288 | 10.9% | - The increase in current assets was primarily driven by growth in inventories, trade and other receivables, and cash and bank balances[11] - The decrease in non-current liabilities was mainly due to a reduction in lease liabilities[12] Condensed Consolidated Statement of Changes in Equity This section details the movements in the Group's equity during the reporting period Analysis of Changes in Equity Total equity increased to S$43,700 thousand, primarily driven by profit for the period and share-based payment expenses Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | Balance at January 1, 2025 (S$ thousand) | Profit for the period (S$ thousand) | Other comprehensive income for the period (S$ thousand) | Share of capital contribution from an associate (S$ thousand) | Share-based payment expenses (S$ thousand) | Balance at June 30, 2025 (S$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 26 | — | — | — | — | 26 | | Retained earnings/(accumulated losses) | (2,924) | 3,132 | — | — | — | 208 | | Currency translation reserve | (264) | — | 6 | — | — | (258) | | Share premium | 8,327 | — | — | — | — | 8,327 | | Other reserves | 34,247 | — | — | 171 | 979 | 35,397 | | Total equity | 39,412 | 3,132 | 6 | 171 | 979 | 43,700 | - In the corresponding period of 2024, total equity increased from S$26,997 thousand to S$29,095 thousand, primarily driven by profit for the period of S$2,097 thousand[15] Condensed Consolidated Statement of Cash Flows This section analyzes the Group's cash inflows and outflows from operating, investing, and financing activities Cash Flow Analysis Net cash from operating activities was S$5,099 thousand, with net cash outflows from investing and financing activities, leading to a period-end cash balance of S$18,959 thousand Key Data from Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash from operating activities | 5,099 | 6,455 | (1,356) | (21.0%) | | Net cash used in investing activities | (1,654) | (403) | (1,251) | 310.4% | | Net cash used in financing activities | (2,460) | (2,852) | 392 | (13.8%) | | Net increase in cash and cash equivalents | 985 | 3,200 | (2,215) | (69.2%) | | Cash and cash equivalents at beginning of period | 17,974 | 9,225 | 8,749 | 94.8% | | Cash and cash equivalents at end of period | 18,959 | 12,425 | 6,534 | 52.6% | - Net cash outflow from investing activities significantly increased, mainly due to higher additions to property, plant, and equipment[17] - Net cash outflow from financing activities decreased, primarily due to lower repayment of borrowings[17] Notes to the Unaudited Condensed Consolidated Interim Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated interim financial statements General Information The Group, listed on GEM on July 2, 2024, primarily offers precision machining and welding services, with unaudited financial statements presented in S$ thousand - The Group primarily engages in precision machining and precision welding services[19] - The company's shares were listed on GEM of the Stock Exchange on July 2, 2024[19] - The financial statements are presented in S$ thousand and are unaudited[21][22] Basis of Preparation The unaudited condensed consolidated financial statements adhere to IFRS, GEM Listing Rules, and IAS 34, with no significant impact expected from new standards - The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and International Accounting Standard 34 "Interim Financial Reporting"[23] - New standards and amendments are not expected to have a significant impact on the Group's financial statements[23] Revenue and Segment Information Revenue is primarily from precision machining and welding, with significant growth in the semiconductor sector and key contributions from Singapore and Malaysia Revenue by Service Category (S$ thousand) | Service Category | 2025 | 2024 | | :--- | :--- | :--- | | Precision machining | 13,240 | 8,133 | | Precision welding | 11,526 | 10,465 | | Total | 24,766 | 18,598 | Revenue by Customer Segment (S$ thousand) | Customer Segment | 2025 | 2024 | | :--- | :--- | :--- | | Semiconductor | 22,911 | 16,264 | | Aerospace | 1,214 | 1,766 | | Data storage | 593 | 464 | | Others | 48 | 104 | | Total | 24,766 | 18,598 | Revenue by Customer Geographical Location (S$ thousand) | Geographical Location | 2025 | 2024 | | :--- | :--- | :--- | | Singapore | 9,079 | 5,461 | | Malaysia | 10,758 | 8,253 | | United States | 2,794 | 2,882 | | Others | 2,135 | 2,002 | | Total | 24,766 | 18,598 | Other Income Other income decreased to S$766 thousand, primarily due to reduced rental and service income from expired agreements Other Income Details (S$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Rental income | 370 | 651 | | Service income | — | 566 | | Scrap sales income | 85 | 44 | | Government grants | 43 | 43 | | Others | 268 | 131 | | Total | 766 | 1,435 | - Government grants include employment subsidies for older workers, progressive wage credit scheme, and hiring incentive schemes[29] Net Other Gains / (Losses) The period recorded a net other loss of S$548 thousand, primarily due to net foreign exchange losses, partially offset by an associate equity dilution gain Net Other Gains / (Losses) Details (S$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Net foreign exchange (losses)/gains | (849) | 320 | | Gain on disposal of right-of-use assets | — | 55 | | Gain from dilution of equity interest in an associate | 301 | — | | Total | (548) | 375 | Administrative Expenses Administrative expenses decreased to S$5,102 thousand, primarily due to no listing expenses, partially offset by share-based payments and professional fees Administrative Expenses Details (S$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Wages and salaries | 1,779 | 1,547 | | Depreciation expense | 529 | 513 | | Amortization expense | 144 | 144 | | Business development expenses | 252 | 390 | | Share-based payments | 979 | — | | Listing expenses | — | 2,316 | | Professional fees | 287 | 22 | | Repair and maintenance costs | 251 | 110 | | Property tax | 117 | 100 | | Utility expenses | 188 | 191 | | Others | 576 | 384 | | Total | 5,102 | 5,717 | - Share-based payments arose from the grant of shares to Group employees[32] Profit Before Income Tax Profit before tax is net of increased staff costs (S$6,115 thousand) and other expenses like depreciation and utility costs Items Deducted from Profit Before Tax (S$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Staff costs — salaries, wages and other benefits | 5,566 | 3,625 | | Staff costs — defined contribution retirement plan contributions | 550 | 477 | | Depreciation of property, plant and equipment | 424 | 499 | | Depreciation of investment property | 21 | 21 | | Depreciation of right-of-use assets | 1,145 | 1,080 | | Listing expenses | — | 2,316 | | Utility expenses | 623 | 636 | Employee Benefit Expenses Recognized in Profit or Loss (S$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Cost of sales | 3,357 | 2,555 | | Administrative expenses | 2,758 | 1,547 | | Total | 6,115 | 4,102 | Income Tax Expense Income tax expense increased to S$821 thousand, consisting of current and deferred tax components Income Tax Expense Details (S$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Current tax | 567 | 714 | | Deferred tax | 254 | (57) | | Income tax expense | 821 | 657 | Dividends The Board did not declare any interim dividend for the six months ended June 30, 2025 - The Board did not declare an interim dividend for the six months ended June 30, 2025[36] Earnings Per Share Profit attributable to owners was S$3,132 thousand, with basic and diluted EPS of 2.10 Singapore cents, showing growth from the prior year Earnings Per Share Data | Indicator | 2025 (S$ thousand/thousand shares/Singapore cents) | 2024 (S$ thousand/thousand shares/Singapore cents) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the company | 3,132 | 2,097 | | Weighted average number of ordinary shares | 150,000 | 123,000 | | Basic and diluted earnings per share | 2.10 | 1.70 | - Diluted earnings per share is the same as basic earnings per share as there were no potentially dilutive ordinary shares outstanding during both periods[38] Property, Plant and Equipment Property, plant and equipment increased to S$7,056 thousand, with additions primarily for construction in progress Carrying Amount of Property, Plant and Equipment (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Freehold land | 603 | 607 | | Freehold buildings | 1,160 | 1,192 | | Office equipment | — | — | | Renovations | 2,655 | 363 | | Plant and machinery | 2,326 | 2,483 | | Motor vehicles | 6 | 5 | | Furniture and fittings | 288 | 281 | | Computers | 18 | 22 | | Construction in progress | — | 947 | | Total | 7,056 | 5,900 | - Additions during the period amounted to S$1,591 thousand, mainly for construction in progress, with S$2,358 thousand reclassified from construction in progress to renovations[40] Investment Property Investment property decreased slightly to S$513 thousand, stated at cost less accumulated depreciation with a 28-year useful life Carrying Amount of Investment Property (S$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cost | 1,150 | 1,150 | | Accumulated depreciation | 637 | 616 | | Carrying amount | 513 | 534 | - Investment property includes a leasehold property in Singapore with an estimated useful life of 28 years[42] Right-of-Use Assets Right-of-use assets decreased to S$24,869 thousand, with additions primarily for motor vehicles Carrying Amount of Right-of-Use Assets (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Leasehold properties | 16,199 | 16,840 | | Machinery | 7,371 | 7,750 | | Motor vehicles | 1,299 | 1,361 | | Total | 24,869 | 25,951 | - Depreciation expense for the period was S$1,145 thousand[44] Intangible Assets Intangible assets decreased to S$1,849 thousand, primarily due to amortization of customer relationships Carrying Amount of Intangible Assets (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Customer contracts | — | — | | Customer relationships | 1,849 | 1,993 | | Total | 1,849 | 1,993 | - Amortization expense for the period was S$144 thousand, entirely from customer relationships[45] Trade and Other Receivables Total trade and other receivables increased to S$11,392 thousand, driven by higher third-party trade receivables, predominantly in the 0-30 day aging category Overview of Trade and Other Receivables (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-current amount due from an associate | 2,103 | 2,783 | | Current trade receivables from third parties | 9,957 | 7,504 | | Current non-trade receivables | 1,435 | 1,451 | | Total | 11,392 | 8,955 | Aging Analysis of Trade Receivables (S$ thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 6,573 | 5,084 | | 31 to 60 days | 2,075 | 2,000 | | 61 to 90 days | 569 | 374 | | Over 90 days | 740 | 46 | | Total | 9,957 | 7,504 | - Trade receivables are generally due for settlement within 30 to 60 days from the invoice date, with no impairment losses recognized during the period[49][50] Trade and Other Payables Total trade and other payables increased to S$6,189 thousand, driven by higher third-party trade payables, predominantly in the 0-30 day aging category Overview of Trade and Other Payables (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current trade payables to third parties | 4,464 | 3,139 | | Current non-trade payables | 1,725 | 2,507 | | Total | 6,189 | 5,646 | Aging Analysis of Trade Payables (S$ thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 3,405 | 1,360 | | 31 to 60 days | 615 | 1,209 | | 61 to 90 days | 192 | 260 | | Over 90 days | 252 | 310 | | Total | 4,464 | 3,139 | - Trade payables are generally interest-free with credit terms of 30 to 60 days from the invoice date[51] Borrowings Total borrowings decreased to S$2,334 thousand, primarily comprising bank loans Overview of Borrowings (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current bank loans | 2,233 | 2,390 | | Non-current bank loans | 101 | 145 | | Total | 2,334 | 2,535 | Share Capital As of June 30, 2025, the company had 150,000,000 issued ordinary shares; 2024 saw capital increases and new share issuance for GEM listing Details of Share Capital Movement (S$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of ordinary shares (issued) | 150,000,000 | 150,000,000 | | Share capital | 26 | 26 | | Share premium | 8,327 | 8,327 | | Total | 8,353 | 8,353 | - On June 7, 2024, the authorized share capital increased from HK$380,000 to HK$1,000,000[56] - On July 2, 2024, the company issued 27,000,000 ordinary shares through public offer and placing, raising approximately S$11,343 thousand (net of listing expenses)[57] Management Discussion and Analysis This section provides insights into the Group's operational performance, financial position, and future strategies Business Review The Group, a precision engineering service provider, saw revenue growth in machining and welding, driven by semiconductor demand and stable outstanding purchase orders - Revenue from precision machining services increased by approximately S$5.1 million, and precision welding services by approximately S$1.1 million, primarily driven by increased demand from the semiconductor industry[60] - As of June 30, 2025, the Group's accumulated outstanding purchase orders were approximately S$17.8 million, higher than S$17.2 million in the corresponding period of 2024[61] Future Outlook The Group aims for first-class precision engineering services, planning to deepen client cooperation and explore new opportunities in data storage, oil and gas, and aerospace for sustainable growth - The business objective is to provide first-class value based on trust, knowledge, innovation, and synergy[62] - Plans to consolidate its position in data storage, oil and gas, and aerospace industries by deepening cooperation with existing clients and identifying new clients and opportunities[62] - Actively evaluates business strategies, optimizes capital and resource utilization, and seeks to diversify revenue sources[62] Financial Review Revenue grew 33.2% driven by semiconductor demand, leading to a 49.4% increase in profit for the period despite higher finance costs; the company maintains strong liquidity and a lower gearing ratio Revenue Revenue increased by 33.2% to approximately S$24.8 million, primarily driven by increased semiconductor industry demand Revenue Change (S$ thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 24,766 | 18,598 | 33.2% | Cost of Sales Cost of sales increased by 28.1% to approximately S$14.4 million, consistent with sales growth Cost of Sales Change (S$ thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cost of sales | 14,355 | 11,203 | 28.1% | Other Income Other income decreased by 46.6% to approximately S$0.8 million, mainly due to expired rental and service agreements Other Income Change (S$ thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Other income | 766 | 1,435 | (46.6%) | Net Other Gains or Losses The period recorded a net other loss of approximately S$0.5 million, primarily due to net foreign exchange losses, partially offset by an associate equity dilution gain - Net other losses of approximately S$0.5 million were recorded for the six months ended June 30, 2025, compared to net other gains of approximately S$0.4 million in the corresponding period of 2024[66] - Primarily due to net foreign exchange losses of approximately S$0.8 million recognized in the corresponding period of 2025, partially offset by a gain from dilution of equity interest in an associate of approximately S$0.3 million[66] Administrative Expenses Administrative expenses decreased by 10.8% to approximately S$5.1 million, mainly due to no listing expenses, partially offset by share-based payments and professional fees Administrative Expenses Change (S$ thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 5,102 | 5,717 | (10.8%) | - The decrease was mainly due to the absence of listing expenses in the corresponding period of 2025 (2024: approximately S$2.3 million), partially offset by share-based payments to employees of approximately S$1.0 million and an increase in professional fees of approximately S$0.3 million[67] Finance Costs Finance costs increased by 108.0% to approximately S$1.3 million, mainly due to discounting on receivables from an associate Finance Costs Change (S$ thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 1,296 | 623 | 108.0% | Profit for the Period Profit for the period increased by 49.4% to approximately S$3.1 million Profit for the Period Change (S$ thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the period | 3,132 | 2,097 | 49.4% | Liquidity, Financial Resources and Capital Structure Capital structure remained stable post-GEM listing; cash and bank balances were approximately S$19.0 million, with total borrowings of S$2.3 million at 3.42% to 5.75% interest - The company's shares were successfully listed on GEM of the Stock Exchange on July 2, 2024[71] - As of June 30, 2025, the Group had cash and bank balances of approximately S$19.0 million (December 31, 2024: approximately S$18.0 million)[71] - As of June 30, 2025, the Group's total borrowings were approximately S$2.3 million, bearing effective annual interest rates ranging from 3.42% to 5.75%, and are expected to mature between 2025 and 2028[71] Gearing Ratio The Group's gearing ratio decreased to 5.3% as of June 30, 2025 Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 5.3% | 6.4% | Capital Expenditure Capital expenditure primarily comprised renovation costs of approximately S$1.4 million to support expansion plans - Capital expenditure primarily arose from renovation costs of approximately S$1.4 million incurred to support the Group's expansion plans[73] Interim Dividends The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025[74] Future Plans for Major Investments and Capital Assets No other plans for major investments and capital assets existed as of June 30, 2025, beyond those in the prospectus - Other than those disclosed in the prospectus, the Group had no other plans for major investments and capital assets as of June 30, 2025[75] Significant Investments, Acquisitions or Disposals of Subsidiaries and Associates No significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures occurred for the six months ended June 30, 2025 - The Group did not undertake any significant investments, acquisitions, or disposals of subsidiaries, associates, and joint ventures for the six months ended June 30, 2025[76] Issue of Shares and Use of Proceeds from Share Offer The company raised approximately HK$65.34 million from its July 2, 2024 GEM listing, with proceeds allocated to expansion, quality control, marketing, debt repayment, and working capital - The company's shares have been listed on GEM of the Stock Exchange since July 2, 2024, raising approximately HK$65.34 million through the issue of 27,000,000 ordinary shares via public offer and placing[77] Use of Net Proceeds from Share Offer and Actual Utilization (As of June 30, 2025) | Purpose | Actual Total Net Proceeds (S$ thousand) | Approximate Percentage of Total Net Proceeds | Amount Actually Utilized (S$ thousand) | Unutilized Net Proceeds (S$ thousand) | Expected Date of Full Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Expand operational scale and enhance production capacity | 1,129 | 60.1% | 510 | 619 | June 30, 2026 | | Enhance quality control capabilities | 289 | 15.4% | 64 | 225 | December 31, 2025 | | Increase marketing efforts to maintain relationships with existing customers and diversify customer base | 88 | 4.7% | 32 | 56 | June 30, 2026 | | Repay certain bank borrowings used for general working capital | 184 | 9.8% | 184 | — | Not applicable | | Working capital and general corporate purposes | 188 | 10.0% | 98 | 90 | June 30, 2026 | | Total | 1,878 | 100% | 888 | 990 | | - The remaining net proceeds as of June 30, 2025, have been placed in short-term interest-bearing accounts with licensed commercial banks and/or other authorized financial institutions[79] Implementation Plan of Business Strategies The Group actively implements strategies for operational expansion, quality control, marketing, and working capital management, including procurement, hiring, system evaluation, and client engagement - For operational expansion, raw materials have been procured, CNC programmers and production planners hired, remuneration improved, and quotations for lorries are being sought[82] - To enhance quality control capabilities, quotations for a production planning system are being sought from potential suppliers[82] - For increased marketing efforts, clients are regularly invited to visit the factory, and the company website has been maintained and improved[82] - For working capital and general corporate purposes, the Group's operating and general working capital is continuously allocated and monitored[82] Pledge of Group Assets As of June 30, 2025, the Group pledged freehold buildings (S$1.2 million) and investment property (S$513 thousand) to secure term loan facilities - Freehold buildings with a carrying amount of approximately S$1.2 million have been pledged to secure term loan facilities[83] - Investment property with a carrying amount of S$513 thousand has been pledged to secure term loan facilities[83] Foreign Exchange Risk Management The Group faces transactional currency risk from USD-denominated transactions but has no hedging policy as the risk is currently not significant, though management will monitor it - The Group's transactional currency risk primarily arises from sales or purchases denominated in US Dollars[84] - Currently, there is no foreign currency hedging policy, but management will continue to closely monitor foreign exchange risk[84] Key Risks and Uncertainties All business risks are detailed in the "Risk Factors" section of the prospectus - All risks involved in the Group's business are set out in the "Risk Factors" section of the prospectus[85] Contingent Liabilities and Capital Commitments As of June 30, 2025, the Group had no significant contingent liabilities or capital commitments - As of June 30, 2025, the Group had no significant contingent liabilities or capital commitments[86] Employees and Remuneration Policy As of June 30, 2025, the Group had 189 employees with S$5.1 million in staff costs, and maintains a policy of regular remuneration review, discretionary bonuses, and training - As of June 30, 2025, the Group employed a total of 189 employees (December 31, 2024: 179 employees)[87] - For the six months ended June 30, 2025, staff costs were approximately S$5.1 million (corresponding period in 2024: S$4.1 million)[87] - The company regularly reviews remuneration packages, grants discretionary bonuses to eligible employees based on individual and Group performance, and provides training to enhance employee knowledge[87][88] Other Information This section covers additional disclosures, including director and shareholder interests, corporate governance, and compliance matters Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares or Debentures of the Company and its Associated Corporations As of June 30, 2025, directors and the chief executive held long positions in company shares, with Dato' Sri Chai Shui Li and Ms. Yu Wei Juan each holding 53.12% and 100% in their associated corporations Directors' and Chief Executive's Long Positions in the Company's Shares (As of June 30, 2025) | Name of Director/Chief Executive | Total number of shares held/in which an interest is owned | Percentage of total issued shares | | :--- | :--- | :--- | | Dato' Sri Chai Shui Li | 79,677,814 | 53.12% | | Ms. Yu Wei Juan | 79,677,814 | 53.12% | | Mr. Soh Chin Yew | 7,405,369 | 4.94% | | Mr. Cheang Cheong Kim | 12,299,998 | 8.20% | | Mr. Ang Yong Seng | 80,000 | 0.05% | - Dato' Sri Chai Shui Li wholly owns SGP Capital Holdings Limited, Ms. Yu Wei Juan wholly owns Baccini Capital Holdings Limited, and Mr. Cheang Cheong Kim wholly owns Angelling Capital Holdings Limited, each holding 100% equity interest in their respective entities[91][92] Substantial Shareholders' and Other Persons' Interests and Short Positions in the Shares and Underlying Shares of the Company As of June 30, 2025, SGP BVI, Baccini, and Angelling were substantial shareholders, holding 37.51%, 14.92%, and 8.20% equity respectively Substantial Shareholders' Long Positions in the Company's Shares (As of June 30, 2025) | Name/Designation of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares Held/in which an Interest is Owned | Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | SGP BVI | Beneficial interest | 56,272,335 | 37.51% | | Baccini | Beneficial interest | 22,373,479 | 14.92% | | Angelling | Beneficial interest | 12,299,998 | 8.20% | Directors' Right to Acquire Shares or Debentures No arrangements existed for directors, their spouses, or minor children to benefit from acquiring shares or debentures of the company or any other corporation - Neither the company, its holding company, nor any of its subsidiaries has entered into any arrangements to enable the Directors or their spouses or children under 18 years of age to acquire benefits by means of the acquisition of shares or debentures of the company or any other body corporate[94] Share Option Scheme A share option scheme was adopted on June 7, 2024, but no options were granted or outstanding as of June 30, 2025 - The company adopted a share option scheme on June 7, 2024[96] - As of June 30, 2025, no share options were granted during the period or since the adoption of the scheme, and there were no outstanding share options[97] Connected Transactions and Related Party Transactions The Group engaged in connected transactions with Metasurface & Co for goods and services, complying with GEM Listing Rules disclosure requirements Connected Transactions (S$ thousand) | Transaction Type | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Purchase of goods and services (Metasurface & Co) | 155 | 110 | | Apportioned administrative fees (Metaoptics Technologies) | — | 3 | - The Group has complied with the disclosure requirements under Chapter 20 of the GEM Listing Rules[98] Competing Interests Directors were unaware of any competing business or interests held by them, controlling shareholders, or their close associates as of June 30, 2025 - The Directors are not aware of any competing interests[99] Directors' and Controlling Shareholders' Interests in Material Transactions, Arrangements or Contracts Except for connected transactions with Metasurface & Co, no director had material interests in any significant transactions, arrangements, or contracts involving the company or its subsidiaries - Save for the connected transactions with Metasurface & Co, no Director had any material interest, whether directly or indirectly, in any material transaction, arrangement or contract to which the company, its holding company or any of its subsidiaries was a party[100] Permitted Indemnity Provision Every director is entitled to indemnification by the company's assets against losses or liabilities incurred in the discharge of their duties - Every Director is entitled to be indemnified by the company out of its assets[101] Management Contracts No management or administration contracts for the company's business existed, other than employment contracts, for the six months ended June 30, 2025 - No contracts concerning the management and administration of the whole or any substantial part of the business of the company were entered into or existed during the six months ended June 30, 2025, other than employment contracts[102] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, redeemed, or sold any listed securities, and no treasury shares were held for the six months ended June 30, 2025 - Neither the company nor any of its subsidiaries purchased, redeemed or sold any of the company's listed securities[103] - The company did not hold any treasury shares[104] Directors' Securities Transactions The company adopted and directors confirmed compliance with the GEM Listing Rules' required standard for directors' securities dealings - The company has adopted the required standard of dealings in securities by directors as set out in the GEM Listing Rules[105] - Each of the Directors has confirmed that they have complied with the required standard during the six months ended June 30, 2025[105] Sufficiency of Public Float Directors confirmed the company's public float met GEM Listing Rules requirements as of the report date - The Directors confirmed that the company's public float as at the date of this report has met the requirements of the GEM Listing Rules[106] Tax Relief and Exemptions Directors were unaware of any tax relief or exemptions for shareholders holding company securities - The Directors are not aware of any tax relief and exemptions available to shareholders by virtue of holding the company's securities[107] Pre-emptive Rights Neither the Articles nor Cayman Islands Companies Act restrict pre-emptive rights, not requiring proportional new share offers to existing shareholders - Neither the Articles nor the Companies Act of the Cayman Islands contain any restrictions on pre-emptive rights[108] Compliance with Relevant Laws and Regulations To the best of directors' knowledge, the Group complied with all relevant and material business laws and regulations - The Group has complied with all relevant laws and regulations relating to and having a significant impact on the business of the Group[109] Corporate Governance Practices The company adheres to good corporate governance and the Code; the combined Chairman and CEO role is deemed optimal for Group management and shareholder interests - The Board is committed to fulfilling its responsibilities to shareholders, safeguarding and ensuring shareholder value through sound corporate governance[110] - The company has complied with all applicable principles and code provisions of the Corporate Governance Code for the six months ended June 30, 2025, and up to the date of this report, except for the combined roles of Chairman and Chief Executive Officer held by Dato' Sri Chai Shui Li[111][113] - The Board believes that the combined roles of Chief Executive Officer and Chairman of the Board held by Dato' Sri Chai Shui Li are most suitable, and the current arrangement is beneficial to the Group's management and in the overall interests of the company and its shareholders[113] Review by Audit Committee This report's financial information is unaudited; the Audit Committee reviewed accounting principles, controls, and financial reporting, confirming compliance with applicable accounting standards - The financial information in this report has not been audited or reviewed by the company's independent auditor[114] - The Audit Committee, comprising three independent non-executive Directors, has reviewed this report and the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[114] Events After Reporting Period No significant events occurred post-June 30, 2025, that could materially impact the Group's assets, liabilities, or future operations - No significant events have occurred from June 30, 2025, up to the date of this report that could materially affect the Group's assets and liabilities or future operations[115]