Financial Performance - The company reported a profit of approximately SGD 4.6 million for the year ended December 31, 2022, representing a growth of about 58.6% compared to SGD 2.9 million for the year ended December 31, 2021[6]. - Revenue increased by approximately 6.1% from about SGD 57.0 million for the year ended December 31, 2022, to about SGD 60.5 million for the year ended December 31, 2023[16]. - Truck transportation service revenue remained stable at approximately SGD 20.3 million and SGD 20.0 million for the years ended December 31, 2022, and 2023, respectively[17]. - Freight forwarding service revenue decreased by approximately SGD 1.7 million or 6.0% from SGD 28.3 million in 2022 to SGD 26.6 million in 2023, primarily due to a decline in import and export freight rates[18]. - Value-added transportation service revenue increased by SGD 5.4 million or 63.5% from SGD 8.5 million in 2022 to SGD 13.9 million in 2023, driven by increased storage and rental fees due to limited warehousing space in Singapore[19]. - Gross profit increased by approximately SGD 1.0 million or 5.5% from SGD 18.2 million in 2022 to SGD 19.2 million in 2023, attributed to a significant increase in service demand post-COVID-19[21]. - The gross margin for the year ended December 31, 2023, was approximately 31.7%, slightly down from 31.9% in 2022, with truck transportation service gross margin decreasing from 31.5% to 29.3% due to increased competition[22]. - Net profit decreased by approximately SGD 1.2 million from SGD 4.6 million in 2022 to SGD 3.4 million in 2023, with the net profit margin declining from about 8.1% to 5.7%[29]. Operational Developments - The company completed the acquisition of 70% of Resolute Solutions on July 15, 2022, which is expected to enhance its logistics services and reduce costs by integrating in-house services[11]. - As of December 31, 2023, the company operates a fleet of 53 prime movers, 465 trailers, and 19 flatbed trucks, along with three warehouses totaling approximately 81,323 square meters[12]. - The company aims to expand its logistics business and improve funding methods to strengthen its market position[12]. - The company is focused on enhancing value-added transportation services and expanding into warehousing to create a favorable environment for future growth[13]. - The company is committed to sustainable growth by increasing warehouse capacity and providing integrated supply chain solutions[13]. - The company expects to maintain stable performance in the face of macroeconomic uncertainties and is prepared for potential impacts from inflation and interest rate increases[13]. - The company is positioned to benefit from growth opportunities as the global economy recovers from the COVID-19 pandemic[6]. Cost Management and Financial Health - The company emphasizes prudent cost management and seeks partnerships to enhance its competitive advantage amid external pressures such as diesel prices and labor costs[15]. - Administrative expenses rose from approximately SGD 13.2 million in 2022 to SGD 15.0 million in 2023, primarily due to increased depreciation and rental costs for office equipment and foreign employee accommodations[27]. - Other income increased from approximately SGD 0.6 million in 2022 to SGD 1.1 million in 2023, mainly related to government subsidies[23]. - As of December 31, 2023, the company's cash and bank balances were approximately SGD 22.8 million, up from SGD 10.3 million on December 31, 2022[34]. - The company had fixed deposits maturing in over three months of approximately SGD 4.0 million as of December 31, 2023, down from SGD 14.4 million in 2022[34]. - The company's debt ratio increased to approximately 31.3% as of December 31, 2023, compared to 22.7% on December 31, 2022, primarily due to increased lease liabilities from new logistics facilities[35]. - The total employee cost for the year ended December 31, 2023, was approximately SGD 12.3 million, compared to SGD 11.7 million in 2022[41]. Corporate Governance - The company has adopted all provisions of the corporate governance code as outlined in the Hong Kong Stock Exchange Listing Rules, except for provision C.2.1[63]. - The company is committed to achieving high standards of corporate governance to protect shareholder interests and enhance company value[63]. - The management team has extensive experience in logistics, accounting, and financial management, with key members having over 29 years and 31 years of experience respectively[60][53]. - The company has a dedicated operations director responsible for managing operations and driver management, with over 29 years of experience in the logistics industry[60]. - The market director has over 18 years of experience in logistics and is responsible for strategic direction, sales, and performance review[61]. - The independent non-executive directors bring a wealth of experience in accounting, auditing, and financial services, enhancing the board's expertise[53][56][57]. - The company has a strong focus on corporate governance and compliance, ensuring adherence to regulatory standards[63]. - The company has a diverse management team with backgrounds in logistics, finance, and corporate governance, contributing to its strategic direction[60][61][62]. - The company has established a corporate secretary role to assist with professional corporate governance matters, ensuring compliance with regulations[62]. - The independent non-executive directors have held significant positions in reputable firms, adding credibility to the company's governance structure[53][56][57]. - The board consists of two executive directors and three independent non-executive directors, ensuring a balanced governance structure[67]. - The company held four board meetings in 2023, reviewing financial performance for the fiscal year ending December 31, 2022, and the six months ending June 30, 2023[68]. - Independent non-executive directors confirmed their independence in accordance with listing rules, ensuring compliance with corporate governance standards[71]. - The company has adopted a board diversity policy, considering factors such as gender, age, and professional experience in selecting board candidates[74]. - The board has established committees to oversee management functions and ensure compliance with governance regulations[65]. - Training materials covering various topics, including ongoing responsibilities and related transactions, were provided to directors during the fiscal year[69]. - The company has a policy in place for directors' securities trading, ensuring adherence to established standards[73]. - The chairman and CEO roles are held by the same individual, which the board believes is in the best interest of effective management[71]. - The independent non-executive directors have an initial term of three years, subject to re-election at least once every three years[72]. - The board is committed to regular reviews of its governance practices to ensure alignment with best practices and regulatory requirements[65]. - The company aims to achieve at least one female board member and a minimum of 10% female representation by the end of 2024[78]. - The company has established a remuneration committee to oversee the compensation policies for all directors and senior management, ensuring transparency and alignment with market standards[82]. - The nomination committee will strive to identify and recommend suitable female candidates for the board within three years of the listing date[78]. - The company recognizes the need for gender diversity on the board, as currently all members are male, and is committed to improving this situation[77]. - The remuneration committee held two meetings in the fiscal year ending December 31, 2023, to discuss compensation proposals for executive directors and senior management[80]. - The company will provide career development opportunities for female employees and ensure gender diversity in recruitment for senior positions[78]. - The nomination committee is responsible for reviewing the board's structure and composition, and assessing the independence of non-executive directors[83]. - The company has adopted a director remuneration policy aimed at retaining and attracting high-quality talent to oversee its business and development[82]. - The nomination committee will evaluate candidates based on their qualifications, experience, and the time they can commit to the role[83]. - The company will ensure that any director resigning will be reviewed for their overall contribution and performance before recommending reappointment[85]. - The board of directors must include independent directors as per listing rules, and the nomination committee has adopted a diversity policy for the board[88]. Risk Management and Compliance - The audit committee held four meetings during the year ended December 31, 2023, to review financial statements and audit matters[95]. - The company confirmed that it is responsible for preparing financial statements that fairly reflect its financial position in accordance with applicable accounting standards[97]. - The external auditor, KPMG, was appointed for the year ended December 31, 2023, with audit fees amounting to SGD 227,985[99]. - The company has established a robust internal control system and risk management framework to protect shareholder interests and assets[101]. - The risk management system aims to ensure the integrity and continuity of services provided by the company[102]. - The board reviews the effectiveness of the risk management and internal control systems at least annually[104]. - The company has no internal audit function but has engaged external consultants to review the effectiveness of its risk management and internal control systems annually[104]. - The company has a clear process for handling and disclosing inside information in compliance with regulatory guidelines[102]. - The group faced no significant or systemic non-compliance with relevant laws and regulations during the fiscal year ending December 31, 2023[117]. Shareholder Engagement and Communication - The company encourages shareholder participation in decision-making processes and has established a communication policy to ensure timely information dissemination[107]. - The company’s headquarters is located in Singapore, with a primary business location in Hong Kong[114]. - The board of directors includes executive and independent non-executive members, with certain directors eligible for re-election at the upcoming annual general meeting[124]. - The company’s subsidiary details are provided in the financial statements for the fiscal year ending December 31, 2023[121]. - As of December 31, 2023, the company has issued 1,250,000,000 shares, with Mr. Huang Chun-Hsing holding 937,500,000 shares, representing 75% of the total issued share capital[128]. - Mirana Holdings Limited, wholly owned by Mr. Huang, is the direct shareholder of the company, holding 937,500,000 shares, which also accounts for 75% of the total issued shares[131]. - The company has no management or administrative contracts that involve any significant part of its business as of December 31, 2023[127]. - The ongoing related party transactions include the R&S Master Service Agreement and JH Master Service Agreement, both renewed for the period from January 1, 2023, to December 31, 2025[135]. - The total value of the ongoing related party transactions is less than HKD 10,000,000, with a combined percentage rate exceeding 5% but less than 25%[136]. - The company has received approval from the Stock Exchange to exempt strict compliance with certain announcement requirements related to ongoing related party transactions, provided the total transaction value does not exceed the specified annual cap[136]. - Independent non-executive directors have reviewed the ongoing related party transactions, confirming they are conducted in the ordinary course of business and on normal commercial terms[136]. - The company has no significant interests in any major transactions, arrangements, or contracts involving directors or entities connected to directors as of December 31, 2023[132]. - There are no known persons with interests in the company's shares or related shares that require disclosure under the Securities and Futures Ordinance as of December 31, 2023[131]. - The auditor has issued an unqualified opinion regarding the ongoing related party transactions, confirming compliance with relevant regulations[137]. Employee Relations and Development - The company maintains good relationships with employees, providing salaries, bonuses, and other allowances based on qualifications, positions, and seniority[167]. - The company has a mechanism in place for annual performance reviews to determine salary increases, bonuses, and promotions for employees[167]. - The company participates in the Central Provident Fund scheme, a comprehensive social security system for Singapore citizens and permanent residents, with no other pension plans involved for the year ending December 31, 2023[142]. Environmental, Social, and Governance (ESG) - The company has established an environmental, social, and governance (ESG) working group to collect relevant data for its ESG report[190]. - The board is responsible for overseeing the company's ESG strategy, management, performance, and reporting[191]. - The ESG report has been prepared in accordance with the guidelines set out in the Hong Kong Stock Exchange's Main Board Listing Rules Appendix C2[193]. - The company has set environmental goals and implemented the latest ESG-related policies and guidelines[191]. - The group emphasizes the importance of stakeholder feedback on its operations and ESG (Environmental, Social, and Governance) issues, engaging with key stakeholders through various communication channels[198]. - The ESG report covers the group's operations in Singapore, focusing on truck transportation, freight forwarding, and value-added transportation services, which are the main sources of revenue[195]. - The group conducted a materiality assessment to identify significant ESG issues relevant to its business and stakeholders, ensuring alignment with sustainability goals[200].
LEGION CONSO(02129) - 2023 - 年度财报