Financial Performance - The total revenue for the fiscal year 2023 was SGD 48,201,000, a slight decrease of 0.04% compared to SGD 48,218,000 in fiscal year 2022[37]. - Gross profit for fiscal year 2023 was SGD 13,092,000, down 15.8% from SGD 15,552,000 in the previous year[37]. - The company reported a net loss of SGD 1,081,000 for fiscal year 2023, compared to a profit of SGD 1,901,000 in fiscal year 2022[37]. - The expected credit loss under the impairment model increased significantly to SGD 3,214,000 from SGD 327,000 in the previous year[37]. - The total comprehensive loss for the year was SGD 3,934,000, compared to a comprehensive income of SGD 1,836,000 in the previous year[37]. - Basic and diluted loss per share for fiscal year 2023 was SGD (0.2), compared to earnings of SGD 0.1 per share in fiscal year 2022[37]. - The company recorded a net loss attributable to equity shareholders of approximately SGD 1.6 million for the year ended June 30, 2023, compared to a profit of approximately SGD 1.1 million for the year ended June 30, 2022, primarily due to an increase in impairment losses under the expected credit loss model from SGD 0.4 million to SGD 3.4 million, a rise of approximately 750%[39][53]. - Total revenue remained stable at approximately SGD 48.2 million for both the year ended June 30, 2023, and the year ended June 30, 2022[43]. - Revenue from search engine marketing services slightly decreased by approximately 2.3% from SGD 19.5 million to SGD 19.1 million[43]. - Revenue from online e-commerce platform operations increased by approximately 1.5% from SGD 23.7 million to SGD 24.1 million, reflecting a slow recovery from COVID-19 in China[43]. - Social media marketing services revenue increased significantly by approximately 16.4% from SGD 1.3 million to SGD 1.5 million, attributed to successful targeted search engine optimization strategies[45]. Market Trends and Strategic Focus - The company faced challenges in the 2023 fiscal year, including changes in market conditions, rising operating costs, and impairment losses, impacting profitability and financial performance[7]. - The core service of search engine marketing in Singapore and Malaysia slightly shrank, reflecting a shift in consumer preferences towards social media marketing services[8]. - Social media marketing services saw significant growth of 16.4%, enhancing clients' online visibility and improving their reach to target customers[8]. - The company has expanded its market presence beyond Singapore, Malaysia, and China to various commercial hubs across Asia, aiming to capture growth opportunities in emerging markets[34]. - The company has diversified its service offerings, including expanding into social media platforms like Douyin[34]. - The company plans to leverage its established foundation and expertise to drive sustainable growth and success in the coming year[34]. - Future outlook includes a focus on innovation, embracing emerging trends, and exploring opportunities in artificial intelligence and fintech[9]. - The company plans to continue investing in teams, technology, and infrastructure to maintain its leading position in the industry[9]. Corporate Governance and Management - The board consists of seven directors, with non-executive and independent non-executive directors accounting for 57% of the board members[85]. - The company held at least four board meetings in the fiscal year, with all directors attending the annual general meeting[92]. - Independent non-executive directors have confirmed their independence in accordance with listing rules, ensuring compliance with governance standards[89]. - The company encourages continuous professional development for all directors, with various training activities undertaken during the fiscal year[90]. - The board is responsible for overseeing the group's operations and financial performance, ensuring effective internal controls and risk management systems[84]. - The company has established several board committees to monitor operational and financial performance[84]. - The chairperson and CEO, Ms. Zhang, is a sibling of executive director Mr. Zhang, ensuring a balance of independence and oversight[86]. - The board has a strong independent element, allowing for effective independent judgment in decision-making[84]. - The company has a structured approach to board meetings, providing adequate notice and documentation to facilitate informed decision-making[91]. - The board's composition meets the regulatory requirement of having at least three independent non-executive directors[88]. - The board has adopted a diversity policy and aims to maintain a balanced skill set and diverse perspectives among its members, with two female directors and two women in senior management positions as of June 30, 2023[95]. - The board's independent mechanism ensures strong independent elements and the absence of conflicts of interest among independent non-executive directors, who do not hold cross-directorships or significant connections with other companies[97]. - The audit committee held two meetings during the year, reviewing the company's annual performance and internal control procedures[105]. - The remuneration committee conducted three meetings to review the compensation of directors and senior management, providing recommendations for approval[108]. - The nomination committee is responsible for ensuring the board's composition aligns with governance standards, with three independent non-executive directors currently serving[110]. - The board believes the current arrangement of having the same individual serve as both chairperson and CEO is beneficial for the company and its shareholders[100]. - The board's diversity policy is reviewed annually to ensure its effectiveness and may be revised as necessary[95]. - The company is committed to maintaining gender diversity in its recruitment and selection processes for employees[96]. - The board has established three committees: the audit committee, remuneration committee, and nomination committee, to oversee specific areas of the company's affairs[101]. - The Nomination Committee held three meetings during the year to review the composition of the board and assess the independence of non-executive directors[114]. Social Responsibility and Employee Engagement - The company is committed to corporate social responsibility, actively engaging in various social and environmental initiatives while striving for financial revenue[9]. - The company donated approximately SGD 13,711 during the fiscal year 2023 for charitable activities, significantly up from SGD 300 in the previous fiscal year[180]. - Employee development is emphasized, with training programs and team-building activities organized to enhance overall efficiency and employee loyalty[169]. - The company has 94 employees as of June 30, 2023, down from 125 employees in the previous year, with total employee compensation around SGD 8.4 million[74]. - As of June 30, 2023, the gender ratio of employees (including senior management) is 36.2% male and 63.8% female, indicating a commitment to gender diversity[96]. Risk Management and Compliance - The company has established procedures for handling and disclosing inside information in compliance with relevant regulations[138]. - The company has implemented a whistleblower policy to maintain high standards of transparency and accountability[124]. - The company regularly reviews and updates its anti-corruption and whistleblower policies to comply with applicable laws and industry best practices[123][125]. - The board of directors is responsible for evaluating and determining the nature and extent of risks acceptable to the company in achieving strategic objectives[136]. - An independent internal control consultant was appointed to assess the internal control system, including financial, operational, and compliance monitoring[136]. - The board believes that the risk management and internal control systems are adequate and effective, with annual reviews planned[137]. - The group has not identified any significant violations of relevant laws and regulations concerning its business operations[166]. - The group faces foreign currency risk due to contracts signed in RMB, with no current foreign currency hedging policy in place[162]. - The company acknowledges the potential adverse impacts of social, political, economic, and legal developments in China on its business and operating performance[163]. Future Plans and Investments - The company has committed but unallocated capital expenditures of SGD 1,903,000 for technology infrastructure development in 2023, slightly up from SGD 1,885,000 in 2022[72]. - The company plans to allocate funds primarily towards strengthening its technological infrastructure due to the time required to identify suitable alternative suppliers[191]. - The net proceeds from the listing amount to approximately HKD 92 million, with planned uses including strengthening technical infrastructure and acquiring a website development and hosting company[186]. - The company plans to utilize HKD 58.2 million (63.3% of net proceeds) for strengthening technical infrastructure, with expected utilization by Q4 2024[186]. - An additional HKD 26.2 million (28.5% of net proceeds) is allocated for the acquisition of a website development and hosting company in Johor Bahru, Malaysia[186]. Shareholder Communication and Engagement - Shareholders can propose motions for discussion at the annual general meeting by submitting written requests to the board or company secretary[145]. - The group has conducted a review of its shareholder communication activities and is satisfied with the implementation and effectiveness of its communication policy[154]. - The group has implemented and announced its fair disclosure policy, committing to widely and publicly disclose information through financial reports and the company's website[31]. - The group strictly prohibits the unauthorized use of confidential or insider information[31]. - The group has established procedures to respond to external inquiries regarding its affairs, with only executive directors authorized to communicate with individuals outside the group[31].
秀商时代控股(01849) - 2023 - 年度财报