Board Composition and Governance - The board has established a nomination committee on July 14, 2022, consisting of three members, with the majority being independent non-executive directors[1]. - The nomination committee is required to meet at least once a year, with a quorum of at least two members[2]. - The board diversity policy includes considerations of skills, regional and industry experience, cultural and educational background, professional qualifications, race, gender, age, and tenure[4]. - The current board composition includes eight directors, with one female director, reflecting a commitment to increasing female representation[4]. - The nomination committee will regularly review the nomination and diversity policies to ensure their effectiveness[6]. - The company has adopted a nomination policy that outlines the selection criteria and procedures for recommending suitable candidates for the board[3]. - The board is responsible for ensuring that directors receive adequate training and professional development to fulfill their duties[14]. - The company has not held any meetings of the nomination committee for the year ending December 31, 2022, as it was only listed on August 19, 2022[13]. - The board is committed to appointing directors based on merit while considering the benefits of diversity[5]. - The board will gradually increase the proportion of female members in both the board and senior management as suitable candidates are identified[4]. - Khoo Chee Siang appointed as independent non-executive director on July 14, 2022, and serves as chairman of the remuneration committee and member of the audit and nomination committees[140]. - Ooi Guan Hoe appointed as independent non-executive director on July 14, 2022, and serves as chairman of the audit committee and member of the nomination and remuneration committees[143]. - The company has adhered to all applicable corporate governance code provisions since its listing date until December 31, 2022, with exceptions explained in the report[126]. - The group has confirmed compliance with the standards of conduct regarding securities trading by directors[128]. - The company has adopted the corporate governance code provisions as its own corporate governance code[126]. - The company has established mechanisms to ensure the board receives independent opinions and information on various aspects, including the time commitment of independent non-executive directors[161]. - The company has held two board meetings and one audit committee meeting since its listing date, with detailed attendance records maintained[166]. - The company has adopted a code of conduct for directors regarding securities trading as per the listing rules[157]. - The company has a commitment to maintaining robust corporate governance and effective internal control systems to enhance corporate value and accountability[156]. - The board has established an audit committee on July 14, 2022, in compliance with the corporate governance code[172]. - The company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee, which are responsible for their respective duties as per the relevant terms of reference[192]. - The Audit Committee held one meeting since the listing date to assess the independence of the external auditor and review risk management[195]. - The Remuneration Committee is composed of three members, with the majority being independent non-executive directors, ensuring compliance with listing rules[198]. - The company adopted a remuneration policy that links bonuses and other incentives to the group's performance and individual performance of directors and senior management[199]. - The board of directors meets at least four times a year to review the financial and operational performance of the group[186]. - Independent non-executive directors confirmed their independence, complying with the independence guidelines of the listing rules[180]. - The company has a three-year service contract with each executive director, which can be terminated with three months' written notice[190]. - The board is responsible for strategic direction, business development, corporate governance, risk management, and compliance[179]. - The company has not held any meetings of the Remuneration Committee for the year ending December 31, 2022, as it was listed on August 19, 2022[200]. - The board of directors includes both executive and independent non-executive directors, ensuring a diverse composition[182]. Financial Performance - The company's revenue for the year ended December 31, 2022, increased by approximately 167.2 million MYR or 25.0% to about 835.9 million MYR, compared to approximately 668.7 million MYR for the previous year[42]. - The increase in revenue was primarily driven by a rise in distribution revenue from third-party brands and unbranded products, which increased by approximately 143.0 million MYR and 16.2 million MYR respectively[42]. - The growth in revenue was also attributed to the relaxation of Covid restrictions, which led to increased consumer spending, particularly in beverages and unbranded products[42]. - The distribution revenue increase was significantly driven by dairy products, sauces, oils, and condiments, which grew by approximately 108.6 million MYR[42]. - The company recorded a net profit of approximately 26.8 million MYR for the year ending December 31, 2022, compared to 23.6 million MYR for the year ending December 31, 2021, representing an increase of 9.0%[58]. - Adjusted net profit (excluding listing expenses) increased by approximately 5.2 million MYR or 18.2% to 33.8 million MYR for the year ending December 31, 2022, from 28.6 million MYR for the year ending December 31, 2021[58]. - Total revenue for the year 2022 was 835.9 million MYR, up from 668.7 million MYR in 2021, marking a growth of approximately 25%[54]. - The company's total assets increased significantly to 369.1 million MYR in 2022 from 213.0 million MYR in 2021, reflecting a growth of approximately 73.3%[54]. - The company’s total liabilities rose to 156.2 million MYR in 2022 from 102.8 million MYR in 2021, indicating an increase of approximately 52.0%[54]. - The company’s effective tax expense increased by approximately 3.6 million MYR or 39.1% to about 12.8 million MYR, mainly due to the increase in profit before tax[66]. - The company’s net profit margin decreased from 3.5% in the previous year to 3.2% in the reporting period, primarily due to a decline in gross margin[67]. - The gross profit margin decreased to approximately 13.4% from about 14.1% in the previous year, attributed to competitive pricing strategies and inflationary pressures[89]. - Administrative and other operating expenses rose by approximately RM 3.1 million or 19.4% to about RM 19.1 million, mainly due to professional fees and public utility costs incurred post-IPO[91]. - Financing costs increased by approximately RM 0.1 million or 7.1% to about RM 1.5 million, primarily due to rising interest rates[92]. - As of December 31, 2022, the company's current assets net value was approximately RM 169.5 million, up from RM 84.5 million as of December 31, 2021[97]. - The company's cash and cash equivalents were approximately RM 23.0 million as of December 31, 2022, compared to RM 4.5 million as of December 31, 2021[97]. - The total available bank financing amounted to approximately RM 99.6 million, with RM 73.7 million utilized and RM 25.9 million available[99]. - The company's debt-to-equity ratio decreased to approximately 35.0% from 40.7% the previous year, due to an increase in equity base[100]. - The company faced foreign currency risks but did not encounter significant difficulties or liquidity issues during the reporting period[101]. - Other income increased by approximately 2.0 million MYR or 153.8% to about 3.3 million MYR during the reporting period, primarily due to the reversal of provisions for overdue debts[64]. Business Strategy and Development - The company plans to continue expanding its business by seeking new suppliers, investing in product development, and enhancing inventory capabilities, with a focus on strategic acquisitions and investments[39]. - The company aims to expand its private label products into Indonesia and China[39]. - The company is committed to sustainable development goals through technological innovation and talent strength[31]. - The group has expanded its business to include seafood and frozen food distribution[135]. - The company successfully listed on the Hong Kong Stock Exchange on August 19, 2022, marking a significant milestone in its history[38]. - The company plans to utilize approximately 105.2 million HKD from its IPO proceeds for various business purposes, with 50.3 million HKD allocated for enhancing distribution and sales capabilities[70].
双财庄(02321) - 2022 - 年度财报