Financial Performance - For the fiscal year ending December 31, 2023, the company reported revenue of approximately SGD 9.1 million, a decrease of about SGD 4.8 million or 34.5% compared to the previous fiscal year[8]. - The net loss for the fiscal year 2023 was approximately SGD 6.8 million, an increase of about SGD 3.7 million from a net loss of approximately SGD 3.1 million in fiscal year 2022[8]. - The decline in revenue was primarily due to the significant impact of COVID-19 on the gaming machines and equipment segment, as well as weak external demand and a slowdown in the Chinese economy[8]. - The gross profit decreased by approximately SGD 1.3 million, and there was a one-time loss of SGD 2.2 million from the sale of the gaming machines and equipment segment[14]. - The group's revenue decreased from approximately SGD 13.9 million in FY2022 to about SGD 9.1 million in FY2023, a decline of 34.5%[16]. - The overall gross profit turned into a loss of approximately SGD 0.7 million in FY2023, compared to a gross profit of about SGD 0.6 million in FY2022, reflecting a decline of 216.7%[19]. - The financial costs increased from approximately SGD 125,000 in FY2022 to about SGD 159,000 in FY2023, an increase of 27.2%[25]. - The company's distributable reserves as of December 31, 2023, are approximately SGD 6.2 million, a decrease from SGD 10.5 million in the fiscal year 2022[147]. - The group reported a net loss of approximately SGD 6,847,000 for the year ended December 31, 2023, compared to a loss of SGD 3,063,000 for the year ended December 31, 2022[186]. Operational Changes - The company sold its gaming machines and equipment segment to an independent third party in December 2023[8]. - The company continues to explore new revenue sources and business opportunities despite the global economic uncertainties affecting customer orders[14]. - The company implemented cost-cutting measures and operational efficiencies to mitigate the impact of the economic downturn[9]. - The group recorded an impairment loss of non-financial assets of SGD 1.0 million, primarily from the manufacturing and sale of disposable medical devices[20]. - The group completed the sale of its entire equity interest in the gaming machines and equipment division in December 2023, resulting in a loss of approximately SGD 2.2 million from discontinued operations[26]. - The group sold 100% of the issued share capital of Pin Hao Global Limited for approximately HKD 0.3 million in December 2023[41]. Future Outlook - The company provided guidance for the next fiscal year, projecting revenue growth of BB% and aiming for a total revenue of $CC million[62]. - New product launches are expected to contribute significantly to revenue, with an estimated impact of $DD million in the upcoming quarter[62]. - The company is investing in new technology development, allocating $EE million towards R&D initiatives to enhance product offerings[62]. - Market expansion efforts are underway, with plans to enter new regions, targeting a market share increase of FF% in the next year[62]. - The company is considering strategic acquisitions to bolster its market position, with potential targets identified that could add $GG million in revenue[62]. - A new marketing strategy has been implemented, aiming to increase brand awareness and customer engagement, with a budget of $HH million allocated for the campaign[62]. Corporate Governance - The company emphasized its commitment to corporate governance, ensuring transparency and accountability to protect shareholder interests[78]. - The board of directors has maintained compliance with corporate governance codes, with a focus on enhancing shareholder value and operational efficiency[78]. - The board consists of seven directors, including four executive directors and three independent non-executive directors, ensuring independent judgment[82]. - The company held one annual general meeting, one extraordinary general meeting, and ten regular board meetings during the fiscal year 2023[85]. - All independent non-executive directors confirmed their independence in writing, maintaining compliance with GEM listing rules[82]. - The chairman and CEO roles are held by the same individual, Mr. Pan, who has been a key leader since the company's establishment in 1981[89]. - The company encourages directors to attend training courses to stay updated on corporate governance practices, with all directors attending at least one training session in the fiscal year 2023[92]. - The board has clear guidelines for management's authority, requiring prior board approval for significant decisions[81]. - The company has adopted trading standards for directors' securities transactions, with all directors confirming compliance during the fiscal year 2023[91]. - The board is responsible for overall strategy formulation and performance monitoring of the group[80]. - The company has established a one-year service agreement with each independent non-executive director, allowing for termination with one month's notice[82]. - The board's composition meets GEM listing requirements, with independent non-executive directors constituting more than one-third of the board[82]. Audit and Compliance - The audit committee held six meetings during the fiscal year 2023, with attendance records available in the report[96]. - The remuneration committee conducted three meetings in fiscal year 2023, focusing on the review and recommendations for the compensation of executive directors and senior management[101]. - The nomination committee also held three meetings in fiscal year 2023, ensuring the board's diversity policy is adhered to and evaluating the independence of non-executive directors[107]. - The company has established a dividend policy to ensure sufficient reserves for future growth while complying with applicable laws and regulations[111]. - The external auditor, Zhongzheng Tianheng, was paid S$137,000 for audit services during the fiscal year 2023[112]. - The audit committee confirmed that the audited annual results for fiscal year 2023 comply with applicable standards and regulations[99]. - The company has provided sufficient resources and support to all committees to fulfill their responsibilities[94]. - The remuneration committee is responsible for establishing a transparent process for determining compensation policies and structures[104]. - The nomination committee evaluates potential board members based on a range of diversity criteria, including gender, age, and experience[108]. - The audit committee discussed internal controls and financial reporting matters for the fiscal year 2023[99]. - The group reported no final dividend recommendation for the fiscal year 2023[137]. - The board confirmed that the consolidated financial statements for the fiscal year 2023 were prepared in accordance with relevant accounting standards and principles[121]. - The group has complied with the Securities and Futures Ordinance and GEM Listing Rules regarding the disclosure of inside information[118]. - The board is responsible for overseeing the group's risk management and internal control systems, which are reviewed annually[119]. - The group has engaged an external risk management company to review internal controls and provide improvement recommendations[118]. - The group has not made any significant changes to its constitutional documents during the fiscal year 2023[130]. - The group aims to maintain effective communication with shareholders and potential investors through various channels[129]. - The major risks and uncertainties faced by the group during the fiscal year 2023 are detailed in the notes to the consolidated financial statements[135]. Shareholder Information - The top five customers accounted for approximately 100.0% of the total revenue in the fiscal year 2023, with the largest customer contributing about 74.5% of total revenue, up from 53.4% in 2022[162]. - The top five suppliers represented approximately 91.9% of the total procurement amount in the fiscal year 2023, with the largest supplier accounting for about 39.3%, compared to 35.2% in 2022[163]. - The company has not entered into any significant transactions or contracts with directors that would constitute a major interest in the business during the fiscal year[164]. - There were no management contracts established or existing that involve the management and administration of the company's entire or any substantial part of its business during the year[165]. - No directors or their associates were granted rights to acquire shares or debentures of the company during the fiscal year 2023[168]. - The group had no related party transactions that required disclosure under GEM listing rules for the fiscal year 2023[169]. - The company has not purchased, sold, or redeemed any of its listed securities during the fiscal year 2023[171]. - The company has adopted a share option scheme to attract and retain competent personnel, with a maximum limit of 10% of issued shares for options granted[176]. - As of the report date, at least 25% of the company's issued shares are held by the public[179]. - The audit committee reviewed the annual report for the fiscal year 2023 and confirmed compliance with applicable accounting standards and GEM listing rules[181]. - The company appointed Zhong Zheng Tian Heng Accounting Firm as its auditor following the resignation of its previous auditor[182]. - The independent auditor's report confirmed that the consolidated financial statements reflect the group's financial position as of December 31, 2023, in accordance with International Financial Reporting Standards[184]. Going Concern - The group is expected to continue as a going concern despite the significant uncertainties highlighted in the financial statements[186]. - The management's cash flow forecasts are based on key assumptions including expected revenue growth and discount rates[196]. - The independent auditor's report emphasizes the importance of evaluating the appropriateness of accounting policies and estimates made by the board[199]. - The auditor's conclusion is based on evidence obtained up to the date of the auditor's report, indicating potential uncertainties regarding the group's ability to continue as a going concern[199]. - The group has implemented measures and arrangements to address the uncertainties related to its ability to continue as a going concern[186].
加和国际控股(08513) - 2023 - 年度财报