Financial Performance - The Group's total assets stripped amounted to S$11,739,000, representing 48.64% of the Group's total assets[18]. - The total revenue of the stripped subsidiaries was approximately S$10,601,000, accounting for 69.03% of the Group's annual total revenue[18]. - The Group's consolidated business revenue as of December 31, 2022, was S$4,241,000[18]. - The consolidated loss for the year attributable to the owners of the Company was approximately S$18,649,000[18]. - Following the divestment, the group's consolidated revenue as of December 31, 2022, was S$4,241,000, with a net loss attributable to the company of approximately S$18,649,000[21]. - Total revenue for the Group was S$4,755,000, while revenue from stripped assets was S$9,656,000, accounting for 67.0% of total revenue[40]. - The total loss attributable to the owners of the Company was S$18,649,000, with losses from stripped assets amounting to S$5,530,000, representing 29.65% of total losses[40]. Business Transformation - Major structural transformations occurred in both management and business during 2022[16]. - The Company faced severe liquidity issues and flaws in its business model, leading to interim judicial management of its three major subsidiaries in Singapore[18]. - The company has shifted its core business operations from dermatological services in Singapore to dental services focused on dental implants in mainland China, with over 40 points of sales contracted as of the end of the reporting period[23]. - The company plans to focus resources on its core dental business in mainland China, leveraging the large population and aging demographics to drive growth[25]. - The strategic transformation is believed to align with the best interests of shareholders and is supported by the feasibility of the new business model[25]. - The divestment of Singapore subsidiaries is expected to have a one-off adverse impact on the group's financial statements but is not anticipated to affect future years[36]. - The company will address historical debt issues and streamline non-core businesses to enhance asset utilization and reduce operating costs[28]. Corporate Governance - An independent internal control auditor was appointed to review the effectiveness of the Company's internal control[17]. - The Company aims to achieve further improvement in corporate governance through the internal control review[17]. - The Company aims to improve corporate governance and management structure to support its business transformation and development plans[24]. - The Company has not reached a consensus on many important issues within the Board as of the end of the reporting period[17]. - The Board experienced significant personnel changes, resulting in material differences in internal management and business direction[17]. Shareholder Information - The Board does not recommend the payment of a final dividend for the year ended December 31, 2022, indicating no distributable reserves available for shareholders[62][80]. - The Group's future cash requirements for development and the economic environment will be considered when determining dividend payouts[68]. - At least 25% of the Company's total issued share capital was held by the public as of the latest practicable date prior to the report[169]. Management and Directors - The executive Directors have service agreements with the Company for an initial term of three years, which can be terminated with three months' notice[93]. - Independent non-executive Directors have letters of appointment for an initial term of two to three years, terminable with at least one month's notice[94]. - The Directors' fees are subject to Shareholders' approval at general meetings, while other emoluments are determined by the Board based on performance and Group results[99]. - The Company has established a Remuneration Committee to review and recommend remuneration policies for Directors and senior management[100]. - There were no significant transactions or contracts involving Directors with material interests during the year ended December 31, 2022[102]. Compliance and Regulations - The Group has complied with all relevant laws and regulations regarding environmental protection, health and safety, and workplace conditions during the year ended December 31, 2022[69]. - The Group does not operate any retirement benefit schemes other than contributions to the Central Provident Fund in Singapore and a Mandatory Provident Fund Scheme in Hong Kong[104]. - The company is licensed to carry out Type 6 regulated activities under the Securities and Futures Ordinance, indicating its compliance with financial regulations[194]. Future Plans - The Company plans to shift its core business operations to dental implant services, aiming to contract at least 530 service outlets and complete no less than 19,000 dental implants by the end of 2023[46]. - The projected sales revenue from dental implants is expected to be no less than RMB97.4 million, with a gross profit of RMB18.7 million[46]. - The rapid expansion of dental service outlets indicates the feasibility of the Company's existing business model in the growing market of mainland China[47]. Auditor and Financial Statements - Shinewing (HK) CPA Limited resigned as the auditor on December 19, 2022, and CL Partners CPA Limited was appointed on December 21, 2022[173]. - The consolidated financial statements for the year ended December 31, 2022, have been audited by CL Partners CPA Limited[173].
德斯控股(08437) - 2022 - 年度财报