Financial Performance - The group's revenue increased from approximately SGD 179.1 million in FY2022 to approximately SGD 180.9 million in FY2023, representing a growth of about SGD 1.8 million or 1.0%[9] - The group's gross profit decreased from approximately SGD 23.7 million in FY2022 to approximately SGD 22.4 million in FY2023, with a gross profit margin decline from approximately 13.3% to 12.4%[9] - The group recorded a total profit and comprehensive income of approximately SGD 7.7 million in FY2023, up from approximately SGD 5.0 million in FY2022, primarily due to an increase in other income and a reduction in selling and distribution expenses[9] - The revenue from car financing services increased by approximately SGD 0.4 million or 6.8% to approximately SGD 6.3 million in FY2023, driven by increased financing arrangements due to higher car sales[20] - The revenue from car leasing rose by approximately SGD 0.5 million or 10.2% to approximately SGD 5.4 million in FY2023, attributed to an increase in leasing higher-value cars to corporate clients[22] - The average selling price of used cars increased from approximately SGD 100,000 in FY2022 to approximately SGD 116,000 in FY2023, despite a slight decrease in the number of used cars sold[17] - The group sold 360 used cars in FY2023, down from 371 in FY2022, indicating a shift in market dynamics[14] - The group's cost of sales increased by approximately 3.1 million SGD or 2.0% to about 158.4 million SGD in FY2023 from about 155.3 million SGD in FY2022, primarily due to increased costs associated with sold vehicles[24] - Gross profit decreased by approximately 1.3 million SGD or 5.5% to about 22.4 million SGD in FY2023, with the overall gross margin declining from approximately 13.3% in FY2022 to about 12.4% in FY2023[25] - The gross profit from vehicle sales decreased by approximately 1.3 million SGD or 8.2% to about 14.5 million SGD in FY2023, with the gross margin for vehicle sales dropping from approximately 9.5% in FY2022 to about 8.6% in FY2023[28] - The net other income increased by approximately 2.5 million SGD or 1,250.0% to about 2.7 million SGD in FY2023, mainly due to gains from property sales[33] - The group's total comprehensive income increased by approximately 2.7 million SGD or 54.0% to about 7.7 million SGD in FY2023, with the net profit margin rising from approximately 2.8% in FY2022 to about 4.3% in FY2023[40] Liquidity and Financial Ratios - The current ratio improved to 2.6 in FY2023 from 1.4 in FY2022, indicating better liquidity[48] - The debt-to-equity ratio decreased from 117.7% in FY2022 to 99.4% in FY2023, reflecting a reduction in leverage[49] - Adjusted EBITDA increased to about 16.2 million SGD in FY2023 from about 11.8 million SGD in FY2022[44] - As of December 31, 2023, the group's borrowings amounted to approximately SGD 71.6 million, a decrease from SGD 75.1 million in 2022[50] - As of December 31, 2023, the company's distributable reserves amounted to approximately SGD 5.3 million, a decrease from SGD 5.9 million in 2022[152] Corporate Governance - The company has adopted all the principles of the corporate governance code as per the Listing Rules Appendix 14, ensuring high standards of corporate governance to protect shareholder interests[80] - The board of directors is responsible for overseeing the management of the company's business affairs and overall performance, establishing the company's values and standards[84] - The company has not established an internal audit function but has an effective internal control system in place, which is reviewed annually[81] - The chairman and CEO roles are held by the same individual, which deviates from the corporate governance code, but the board believes this arrangement is beneficial for the company[81] - The company has confirmed that all directors complied with the standard code for securities transactions during the reporting period[82] - The company has a governance structure that integrates various elements of good corporate governance into its management framework and risk management processes[80] - The board has established committees to delegate certain responsibilities, ensuring effective oversight of the company's operations[84] - The company has a commitment to maintaining high levels of corporate governance to enhance corporate value and accountability[80] - The board of directors consists of seven members, with independent non-executive directors accounting for over one-third of the board[86] - The company has three independent non-executive directors, meeting the requirement of at least one with appropriate professional qualifications or financial management knowledge[88] - The audit committee reviewed the group's interim and annual financial statements, confirming compliance with applicable accounting standards and sufficient disclosure for the year ending December 31, 2023[97] - The remuneration committee is responsible for establishing a formal and transparent procedure for determining the remuneration policy for directors and senior management[98] - The nomination committee is tasked with recommending candidates to fill board vacancies, ensuring diversity in terms of gender, age, cultural background, and professional qualifications[101] - All directors participated in continuous professional development to ensure they remain informed and capable of contributing effectively to the board[91] - The company has established an audit committee, remuneration committee, and nomination committee, each operating under defined terms of reference[95] - The independent non-executive directors confirmed their independence in accordance with the listing rules, ensuring compliance with governance standards[88] - The company has implemented appropriate safeguards regarding legal claims related to director responsibilities[89] - The attendance record of directors at board meetings and committees indicates full participation, with all executive directors attending 100% of meetings[94] - The board consists of seven directors, including three independent non-executive directors, ensuring rigorous oversight and control of management processes[104] Risk Management - The company faces business risks due to reliance on suppliers for automobile sales, which may lead to increased costs and challenges in meeting customer expectations[135] - Inventory management is critical, as failure to manage stock effectively could result in higher risks of inventory write-offs and significant markdowns[136] - Economic and political risks may adversely affect the company's ability to execute its strategies due to unfavorable changes in the economic environment and government policies[137] - The company has established a whistleblowing policy to encourage reporting of any fraudulent activities, ensuring a culture of integrity[123] - The board is responsible for maintaining an effective risk management and internal control system, which is reviewed at least annually to ensure its effectiveness[116] - The company has adopted a continuous risk assessment approach to identify and evaluate significant inherent risks, including environmental, social, and governance risks[114] Shareholder Information - The company has implemented a shareholder communication policy to ensure equal and timely access to information for shareholders[129] - The company has a procedure for shareholders to propose matters at special general meetings, requiring at least 10% of paid-up capital to initiate[126] - The company did not recommend a final dividend for the year ending December 31, 2023, consistent with the previous year[142] - The board has adopted a general annual dividend policy to distribute at least 15% of the distributable profits for any financial year[167] - The largest supplier accounted for approximately 17.0% of the total automotive purchase costs, while the top five suppliers represented about 28.5%[154] - The largest customer contributed approximately 0.3% to total revenue, with the top five customers accounting for about 1.1%[154] - The company made charitable donations of approximately SGD 6,000 for the year ending December 31, 2023, compared to zero in 2022[155] Compliance and Legal Matters - The company confirms compliance with the non-competition agreement for the year ending December 31, 2023, with no interests in competing businesses outside the group[122] - The company has a strict policy against unauthorized use of confidential or insider information, ensuring compliance with disclosure regulations[121] - The company is committed to sustainable development and incorporates environmental, social, and governance (ESG) considerations into its business strategy[200] - There were no significant violations of environmental laws or regulations that materially affected the company's business and operations as of December 31, 2023[143] - The company emphasizes continuous evaluation and monitoring of supplier relationships to ensure compliance with quality and ethical standards[146] Share Options and Securities - The company’s share option plan was adopted on February 1, 2019, aimed at incentivizing qualified individuals for their contributions to the group[179] - A total of 90,000,000 share options remain unexercised as of December 31, 2023, with no new options granted during the year[180] - The total number of shares available for issuance under the stock option plan is capped at 90,000,000 shares, representing 10% of the total shares issued as of the report date[184] - No stock options were granted, exercised, canceled, or expired under the stock option plan for the year ending December 31, 2023[191] - The stock option plan is valid for ten years from the adoption date, with the last day for exercise being April 8, 2030[190] - The company maintains sufficient public float as per listing rules as of December 31, 2023[195] - The company has arranged appropriate directors and officers liability insurance for its directors and senior management[196] - The auditor, PwC, will retire at the upcoming annual general meeting but is eligible and willing to be reappointed[198] Major Shareholders - As of December 31, 2023, the company’s major shareholder, Mr. Chen, holds 381,400,000 shares, representing approximately 42.4% of the total shares[171] - Ms. Meng, also a major shareholder, holds 381,400,000 shares, with an approximate holding percentage of 43.4%[171]
冠轈控股(01872) - 2023 - 年度财报