Financial Performance - The group's revenue decreased by approximately SGD 0.2 million or -0.9% to about SGD 20.2 million for the year ended December 31, 2021, compared to approximately SGD 20.4 million for the previous year[10]. - The group recorded a loss of approximately SGD 0.5 million for the year ended December 31, 2021, compared to a profit of approximately SGD 1.1 million for the previous year[10]. - The loss was primarily due to a decrease in other income by approximately SGD 1.7 million, including a reduction in government subsidies of about SGD 0.8 million[10]. - The gross profit decreased by approximately SGD 0.5 million due to a slight decrease in revenue and a slight increase in material costs[10]. - The company's revenue for the year ended December 31, 2021, decreased by approximately SGD 0.2 million or -0.9% to approximately SGD 20.2 million compared to SGD 20.4 million for the year ended December 31, 2020[15]. - The group recorded a loss of approximately SGD 0.5 million for the year ended December 31, 2021, compared to a profit of approximately SGD 1.1 million for the year ended December 31, 2020[16]. - The decrease in other income by approximately SGD 1.7 million was a major factor contributing to the loss, including a reduction of approximately SGD 0.8 million in government subsidies[16]. - The gross profit decreased by approximately SGD 0.5 million due to a slight decrease in revenue and a slight increase in material costs[16]. - Material costs increased by approximately SGD 0.3 million or 2.8% to approximately SGD 10.8 million for the year ended December 31, 2021[25]. - Employee benefits expenses increased by approximately SGD 0.2 million to approximately SGD 6.3 million for the year ended December 31, 2021[26]. - The increase in tax expenses for the year was approximately SGD 0.1 million compared to the previous year[30]. Market and Operational Outlook - The company aims to expand services and products in the Singapore and China markets to increase its customer base[11]. - The ongoing COVID-19 pandemic presents uncertainties that may severely disrupt operations in Singapore and China[11]. - The company has implemented a business continuity plan to minimize operational disruptions during the pandemic[11]. - The company remains optimistic about growth opportunities despite macroeconomic and geopolitical headwinds[12]. - The group aims to maintain its leadership position in the Singapore passenger car market through customer retention programs and expanding service and product offerings[22]. - The government of Singapore plans to increase the number of electric vehicle charging points from approximately 2,000 to 60,000 by 2030, which may influence market dynamics[21]. - The group is collaborating with various partners in China to develop a C2N business model for smart shared mobility, with approximately 2,000 private cars registered across multiple cities[21]. - The company will continue to pursue technological advancements in maintenance equipment and new car engine types to enhance service capabilities[21]. Corporate Governance - The company has adopted a board diversity policy to enhance diversity among board members, considering factors such as gender, age, cultural background, and professional experience[73]. - The company has complied with all applicable corporate governance code provisions as of December 31, 2021[72]. - The company has a nomination policy in place to guide the nomination committee in selecting qualified candidates for the board[75]. - The board believes that having the same person serve as both the co-chairman and CEO ensures effective leadership and strategic planning[71]. - The company has a strong commitment to high standards of corporate governance, which is deemed essential for sustainable growth and maximizing shareholder value[71]. - The independent non-executive directors are expected to attend shareholder meetings to gain a balanced understanding of shareholder views[71]. - The company has a compliance officer who is also an executive director, ensuring adherence to regulatory requirements[69]. - The company has a diverse senior management team with extensive experience in finance and auditing[66]. - The company has experienced independent non-executive directors with backgrounds in real estate and information technology[62][63]. - The company has a strong focus on internal financial controls and budget management, led by its CFO[66]. - The company adopted a dividend policy on March 15, 2019, considering factors such as current and future business performance, capital requirements, and overall economic conditions when deciding on dividend distribution[79]. - The board of directors is responsible for overseeing the company's strategic direction, financial performance, and major transactions, including acquisitions and capital expenditures[83]. - As of December 31, 2021, the board included both executive and non-executive directors, with specific roles and responsibilities outlined in the corporate governance report[81]. - The audit committee, established on October 21, 2016, consists of three independent non-executive directors and is responsible for reviewing the financial reporting process and internal control systems[92]. - The company ensures compliance with GEM listing rules by maintaining at least three independent non-executive directors, with one possessing appropriate professional qualifications[90]. - The board has implemented a code of conduct for directors regarding securities trading, ensuring adherence to GEM listing rules[80]. - The company evaluates the independence of its non-executive directors annually, confirming their compliance with GEM listing regulations[90]. - The board conducts regular informal meetings between executive and non-executive directors to leverage their expertise for the company's operations[87]. - The company is committed to maintaining proper accounting records to ensure accurate financial disclosures to shareholders[83]. - The board's responsibilities include communicating with key stakeholders, including shareholders and regulatory bodies, regarding financial performance and dividend recommendations[83]. - The audit committee held 5 meetings during the year ended December 31, 2021, reviewing the group's quarterly, interim, and annual financial performance[93]. - The remuneration committee held 3 meetings, discussing discretionary bonuses for executive directors and senior management for the 2020 fiscal year[94]. - The nomination committee also held 3 meetings, evaluating the independence of independent non-executive directors and recommending the reappointment of retiring directors[97]. - The risk management committee conducted 1 meeting, reviewing the group's risk management and internal control mechanisms[98]. - The board of directors is required to hold at least 4 regular meetings annually, with approximately one meeting per quarter[99]. - The board is responsible for preparing financial statements that fairly reflect the group's business status, with no known significant uncertainties affecting the company's ability to continue as a going concern[106]. - The company provided ongoing professional development for all directors to ensure they are updated on the company's performance and financial status[103]. - The independent auditor's responsibility is to express an independent opinion on the financial statements prepared by the board[106]. - The remuneration committee's main responsibilities include formulating and reviewing the remuneration policy for directors and senior management[94]. - The company has adopted appropriate accounting policies consistently and made reasonable judgments and estimates in preparing the financial statements[106]. - The company delayed the publication of its Q3 2020 results due to waiting for financial data from its major subsidiary in Singapore, which subsequently delayed the annual results for 2020 and the Q1 and mid-year results for 2021[107]. - The auditor's fees for the year ending December 31, 2021, amounted to SGD 194,000 for audit services, with no fees for non-audit services[108]. - The board is responsible for corporate governance functions, including policy formulation and compliance monitoring, as no corporate governance committee has been established[110]. - The company has established policies and procedures to identify, assess, and manage significant risks, with the board overseeing the effectiveness of the risk management and internal control systems[111]. - The company secretary is responsible for ensuring compliance with board procedures and maintaining detailed meeting records for all board and committee meetings[112]. - Shareholders have the right to request the board to convene a special general meeting if they hold at least 10% of the paid-up capital[116]. - The company adopted its revised articles of association in April 2019, with no significant changes reported for the year ending December 31, 2021[121]. Shareholder and Stock Information - The company reported that the sales from its top five customers accounted for approximately 15.8% of total sales for the year ended December 31, 2021, with the largest customer contributing about 5.6%[130]. - The procurement amount from the top five suppliers represented around 31.3% of total procurement for the year ended December 31, 2021, with the largest supplier accounting for 7.9%[130]. - The company did not declare any dividends for the year ended December 31, 2021, consistent with the previous year[132]. - The company has not made any significant charitable donations during the year ended December 31, 2021, similar to the previous year[133]. - The company operates in several business segments, including passenger car maintenance and repair, performance modification, automotive financing services, and sales platforms[125]. - The company faces significant risks related to its reputation and consumer perception of service quality, which could adversely affect its financial condition and business results[126]. - Regulatory restrictions in Singapore regarding vehicle ownership and usage may significantly impact the company's business operations[129]. - The company has adopted a shareholder communication policy to enhance transparency and investor confidence[122]. - The board of directors includes both executive and independent non-executive members, with specific terms of service agreements in place[140][145]. - The company has not engaged in any buybacks or redemptions of its listed securities during the year ended December 31, 2021[138]. - As of December 31, 2021, the company had a total of 2,000,000,000 shares issued, with key executives holding approximately 0.04% each[148]. - Major shareholder Li Jie holds 586,020,000 shares, representing 29.3% of the total shares issued[157]. - The company has a stock option plan that allows for the issuance of up to 200,000,000 shares, which is 10% of the total shares issued as of the report date[152]. - No stock options were exercised, granted, or canceled during the year ending December 31, 2021[153]. - The stock option plan is set to expire on October 20, 2026, and is designed to incentivize and retain talented employees[149]. - The exercise price for stock options will not be lower than the highest of the closing price on the date of offer or the average closing price over the previous five trading days[151]. - The company has not established any arrangements that would benefit directors or their close associates from purchasing shares or debt securities[156]. - The stock option plan complies with the GEM Listing Rules Chapter 23[149]. - The company has no unexercised stock options, warrants, or similar rights as of December 31, 2021[153]. - The company aims to attract valuable human resources through the stock option plan, enhancing its growth and development[149]. - Directors waived a total of 352,000 Singapore dollars in remuneration for the year ended December 31, 2021[159]. - The company maintained compliance with GEM listing rules regarding public float since its listing date[163]. - There were no significant acquisitions or disposals of subsidiaries or associates during the year ended December 31, 2021[176]. - The company reported no available reserves for distribution as of December 31, 2021, compared to approximately 1.5 million Singapore dollars as of December 31, 2020[175]. - The company confirmed that all independent non-executive directors are independent and meet the specific independence guidelines under GEM listing rules[180]. - There were no related party transactions that required compliance with GEM listing rules during the year ended December 31, 2021[162]. - The company adhered to all relevant laws and regulations without any significant violations during the reporting period[187]. Audit and Financial Reporting - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2021[192]. - The new auditor, Zhongzheng Tianheng CPA Limited, was appointed effective July 9, 2021, following the resignation of Ernst & Young[189]. - The financial statements were prepared in accordance with the International Financial Reporting Standards and the Hong Kong Companies Ordinance[192]. - The audit process included evaluating the management's assumptions and estimates used in determining expected credit losses[198]. - The group’s management is responsible for significant judgments and estimates related to the impairment assessment of trade receivables and third-party loans[197]. - The audit committee reviewed the accounting principles adopted by the group and discussed internal controls and financial reporting matters[186]. - The group’s trade receivables amounted to SGD 967,000 as of December 31, 2021, with an expected credit loss provision of SGD 62,000[197]. - The group’s third-party loans totaled SGD 1,618,000 as of December 31, 2021, with no expected credit loss provision made[197]. - Trade receivables and third-party loans accounted for 5% and 8% of the group’s total assets, respectively, as of December 31, 2021[197]. - The group established a provision matrix based on historical credit loss experience to calculate expected credit losses for trade receivables and third-party loans[197]. - The company provided a healthy and safe working environment for employees, with no reported strikes or workplace accidents during the year[172]. - There were no significant events affecting the group since the end of the reporting period[182].
中食民安(08283) - 2021 - 年度财报