EGGRICULTURE：ANNUALREPORT2022.pdf

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1、EGGRICULTURE FOODS LTD.永續農業發展有限公司(incorporated in the Cayman Islands with limited liability)Stock code:8609ANNUALREPORT2022CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED(THE“STOCK EXCHANGE”)GEM has been positioned as a market designed to accommodate small and mid-sized companies t

2、o which a higher investment risk may be attached than other companies listed on the Stock Exchange.Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.Given that the companies list

3、ed on GEM are generally small and mid-sized companies,there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.Hong Kong Exchan

4、ges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the conten

5、ts of this report.This report,for which the directors(the“Directors”)of Eggriculture Foods Ltd.(the“Company”)and together with its subsidiaries(the“Group”)collectively and individually accept full responsibility,includes particulars given in compliance with the Rules Governing the Listing of Securit

6、ies on GEM of the Stock Exchange(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Directors,having made all reasonable enquiries,confirm that,to the best of their knowledge and belief the information contained in this report is accurate and complete in all

7、material respects and not misleading or deceptive,and there are no other matters the omission of which would make any statement herein or this report misleading.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD2ContentsCorporate Information3Chairman s Statement4Management Discussion and Analysis6Biographies

8、 of Directors and Senior Management14Corporate Governance Report17Report of the Directors27Independent Auditor s Report36Consolidated Statement of Financial Position41Consolidated Statement of Comprehensive Income43Consolidated Statement of Changes in Equity44Consolidated Statement of Cash Flows45No

9、tes to the Consolidated Financial Statements47Financial Summary100ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD3Corporate InformationDIRECTORSExecutive DirectorsMr.Ma Chin Chew(Chairman and Chief Executive Officer)Ms.Lim Siok EngMr.Tang Hong LaiIndependent Non-executive DirectorsMr.Yuen Ka Lok ErnestMr.

10、Sneddon Donald WilliamMr.Tan Jia KienBOARD COMMITTEESAudit CommitteeMr.Sneddon Donald William(Chairman)Mr.Yuen Ka Lok ErnestMr.Tan Jia KienRemuneration CommitteeMr.Yuen Ka Lok Ernest(Chairman)Mr.Sneddon Donald WilliamMr.Tan Jia KienNomination CommitteeMr.Yuen Ka Lok Ernest(Chairman)Mr.Sneddon Donald

11、 WilliamMr.Tan Jia KienCOMPANY SECRETARYMr.Ching Kim FungAUTHORISED REPRESENTATIVESMr.Ma Chin ChewMr.Ching Kim FungCOMPLIANCE OFFICERMs.Lim Siok EngAUDITORMazars LLPCertified Public Accountants 135 Cecil Street#10-01,Singapore 069536REGISTERED OFFICECricket Square,Hutchins Drive,PO Box 2681Grand Cay

12、man KY1-1111,Cayman IslandsHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN SINGAPORE1 Lim Chu Kang Lane 9A,Singapore 718845PRINCIPAL PLACE OF BUSINESS IN HONG KONGUnit 1104,11/F,Keybond Commercial Building38 Ferry Street,Jordan,Kowloon,Hong KongPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEConyers Tru

13、st Company(Cayman)LimitedCricket Square,Hutchins Drive,PO Box 2681Grand Cayman KY1-1111,Cayman IslandsH O N G K O N G B R A N C H S H A R E REGISTRAR AND TRANSFER OFFICETricor Investor Services LimitedLevel 54,Hopewell Centre183 Queen s Road East,Hong KongLEGAL ADVISORJun He Law OfficesSuite 3701-10

14、,37/F,Jardine House1 Connaught Place,Central,Hong KongPRINCIPAL BANKERSDBS Bank Limited12 Marina Boulevard,Level 43DBS Asia Central Marina Bay Financial CentreTower 3,Singapore 018982Maybank Singapore Limited2 Battery Road,Maybank TowerSingapore 049907United Overseas Bank Limited80 Raffles Place,UOB

15、 Plaza,Singapore 048624COMPANY WEBSITEGEM STOCK CODE8609ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD4Chairman s StatementDear shareholders,On behalf of the Board of Directors(the“Board”)of Eggriculture Foods Ltd.(the“Company”),I am pleased to present the annual report of the Company and its subsidiarie

16、s(collectively the“Group”)for the year ended 31 March 2022(the“FY2022”).BUSINESS REVIEWThe Group continues to focus on its core business of egg production and distribution in Singapore.Group revenue has increased by approximately 28%from approximately S$52.5 million for the year ended 31 March 2021(

17、the“FY2021”)to approximately S$67.1 million for the FY2022.The higher sales are mainly attributable to more eggs sold to a larger customer base,as a result of past acquisitions of egg distributors.Egg prices continue to be volatile during the financial year as the Singapore government continues its

18、policies to strengthen the country s food resilience,obligating egg suppliers to source its eggs imports from non-traditional sources.The lingering effects of COVID-19 have disrupted supply chains and increased prices of commodities,which impacted our feed costs.Egg prices have increased rapidly dur

19、ing the financial year as a consequence.These developments have compressed our gross margins as there was a time lag for us to translate these costs increases into our selling prices.As a result of increase in our business activities,our operating costs have also increased.Our chicken egg farm expan

20、sion continued as planned.During the year,we completed the construction of one pullet house and one layer house.The remaining two layer houses were completed after the end of the financial year and will be operational by the end of 2022.The construction of the quail farm continued during the financi

21、al year,and it will be operational in 2023.To fund the expansions,the Group s bank borrowings have increased to approximately S$22.4 million.As a result of the above,the Group s net profit after tax decreased by approximately S$4.0 million from approximately S$7.5 million for FY2021 to approximately

22、 S$3.5 million for FY2022.Our total assets base has increased from S$58.7 million as at 31 March 2021,to S$72.8 million as at 31 March 2022.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD5Chairman s StatementFUTURE OUTLOOKWith the expanded chicken egg farm scheduled to be operational in the next two years

23、,our own eggs production will increase which will enable us to reduce our reliance on sourced eggs.This would enhance our control over the cost and quality of our eggs and the reliability of our supplies.In conjunction with the expanded egg laying capacity,the Group is expanding its existing egg sor

24、ting,packing and processing facilities to cope with the increased egg production.It will also start the construction of chicken slaughtering facilities to cope with the increased layer population.The completion of the quail farm will enhance our revenue stream in the quail space.We are likely to fac

25、e some start up challenges when the quail farm starts operations.When fully operational,the quail farm will enable us to diversify our revenue.Management will continue to focus to complete the construction of all these facilities and to operationalise them to achieve the costs savings and efficienci

26、es.These investments will build resilience in our business model and strengthen our competitive position as a reliable egg supplier in Singapore.Our operating costs and capital expenditure are likely to affected by inflationary pressure caused by prevailing uncertainties in the world economies and c

27、onflicts in Europe.Our profitability will continue to be affected by our continuing efforts and ability to translate these costs increases into our selling prices.APPRECIATIONOn behalf of the Board,I would like to express our sincere gratitude to our shareholders,suppliers,customers and business ass

28、ociates for their support and trust placed in us.I would also like to express our sincere gratitude to the management and staff for their commitment and contribution throughout the year.Eggriculture Foods Ltd.Ma Chin ChewChairman,Chief Executive Officer and Executive DirectorSingapore,22 June 2022AN

29、NUAL REPORT 2022 EGGRICULTURE FOODS LTD6Management Discussion and AnalysisFINANCIAL REVIEWRevenueThe Group s total revenue increased by approximately S$14.6 million,or approximately 28%from approximately S$52.5 million in the FY2021 to approximately S$67.1 million in the FY2022.(i)Fresh EggsIn the F

30、Y2022,approximately 71%(FY2021:70%)of the revenue was derived from the sales of fresh eggs.Revenue increased by approximately S$10.7 million from approximately S$37.0 million for the FY2021 to approximately S$47.7 million for the FY2022.The increase was primarily driven by enlargement in the custome

31、r base arising from the acquisitions of eggs distributors made last year.(ii)Processed EggsIn the FY2022,approximately 29%(FY2021:30%)of the revenue was derived from the sales of processed eggs.Revenue increased by approximately S$3.9 million from approximately S$15.5 million for the FY2021 to appro

32、ximately S$19.4 million for the FY2022.Such increase was primarily due to the increase in sales to Foods&Beverages customers due to the gradual COVID-19 recovery in Singapore.Cost of SalesThe Group s total cost of sales increased by approximately S$12.8 million,or approximately 25%from S$52.1 millio

33、n in the FY2021 to S$64.9 million in the FY2022 primarily due to the increase in the costs of sourced eggs.Arising from the enlargement of our customer base arising from the acquisitions made in last financial year,we have increased the purchases of sourced eggs to fulfil the sales to these customer

34、s.Gross Profit and Gross Profit MarginThe gross profit before agricultural produce fair value adjustments decreased by approximately S$0.6 million from approximately S$13.7 million for the FY2021 to S$13.1 million for the FY2022.The gross profit after agricultural produce fair value adjustments incr

35、eased by approximately S$1.8 million from approximately S$0.4 million for the FY2021 to approximately S$2.2 million for the FY2022.Separately,gross profit margin after agricultural produce fair value adjustments increased to approximately 3%for the FY2022 from approximately 1%for the FY2021.The gros

36、s profit margin before agricultural produce fair value adjustments decreased to approximately 20%for the FY2022 from approximately 26%for the FY2021 primarily due to higher operating costs such as animal feeds.Other losses net othersThe other losses net others has decreased from approximately S$120,

37、000 in the FY2021 to approximately S$2,000 in the FY2022 primarily due to lower net currency exchange losses in the FY2022.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD7Management Discussion and AnalysisFINANCIAL REVIEW(Continued)Gain arising from initial recognition of agricultural produce at fair valu

38、e less estimated costs to sell at point of harvestThe gain arising from initial recognition of agricultural produce at fair value less estimated costs to sell at point of harvest decreased by approximately S$2.4 million,or approximately 18%from approximately S$13.3 million in the FY2021 to approxima

39、tely S$10.9 million in the FY2022 primarily due to the increase in price of agricultural produce at the point of harvest in the FY2022.Gain arising from changes in fair value of biological assets less estimated costs to sellThe gain arising from changes in fair value of biological assets less estima

40、ted costs to sell decreased by approximately S$1.3 million from approximately S$3.1 million in the FY2021 to approximately S$1.8 million in the FY2022.The gain is lesser for this financial year as compared to the previous financial year as the Group has to cull part of its flock due to Newcastle Dis

41、ease in February 2022.Around that time,like the other egg farms in Singapore,two batches of our growers(about 170,000)were detected to have been exposed to Newcastle Disease which affect the respiratory,nervous and digestive systems of birds leading to higher mortality rates and eventual low eggs pr

42、oduction.This disease posed no food safety concerns as there are no known transmission to humans.These affected growers were culled.Consequently,our flock size were lower than expected as at 31 March 2022 as compared to 31 March 2021.As we have been insured for such an occurrence,our losses have bee

43、n mitigated by insurance claims.Selling and distribution expensesSelling and distribution expenses increased by approximately S$0.9 million or approximately 17%from approximately S$5.4 million in the FY2021 to approximately S$6.3 million in the FY2022 primarily due to the increase in headcount and t

44、he enlargement of the delivery fleet to cater for the increase in sales.Administrative expensesAdministrative expenses increased from approximately S$4.5 million in the FY2021 to approximately S$5.1 million in the FY2022,primarily due to increase in employee benefits in the FY2022.LIQUIDITY AND FINA

45、NCIAL RESOURCESDuring the FY2022,the Group financed its operations by cash flow generated from operating activities and banking facilities.The current ratio,being the ratio of current assets to current liabilities,was approximately 1.9 times as at 31 March 2022(31 March 2021:1.9 times).The gearing r

46、atio,being the ratio of net debt to total capital,was approximately 26%as at 31 March 2022(31 March 2021:6%).As at 31 March 2022 and 2021,the Group had cash and cash equivalents of approximately S$10.1 million and S$10.9 million,respectively.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD8Management Discu

47、ssion and AnalysisLIQUIDITY AND FINANCIAL RESOURCES(Continued)As at 31 March 2022,total borrowings which included lease liabilities and bank borrowings amounted to approximately S$23.5 million(31 March 2021:S$13.0 million).There was no material seasonality in relation to the borrowing requirements o

48、f the Group.Below is a breakdown of the total borrowings:20222021S$000S$000Non-currentLease liabilities475839Bank borrowings16,5678,40817,0429,247CurrentLease liabilities612777Bank borrowings5,8213,0126,4333,789Total borrowings23,47513,036Maturity of Bank BorrowingsWithin 1 year5,8213,012Between 1 a

49、nd 2 years5,8972,907Between 2 and 5 years10,6705,320Over 5 years18122,38811,420As at 31 March 2022,the Group had undrawn borrowing facilities of approximately S$11.7 million which included unutilised loan facilities,trade facilities and non-revolving hire purchase facilities.The range of interest ra

50、tes of the Group s term loans as at 31 March 2022 is 1.90%to 7.75%(2021:1.70%to 7.75%).ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD9Management Discussion and AnalysisPLEDGE OF ASSETSBank borrowings amounting to approximately S$1,205,000 as at 31 March 2022(31 March 2021:S$1,453,000)are secured by assig

51、nment over the investments in insurance contracts with a carrying amount of approximately S$2,265,000(FY2021:S$2,211,000).Lease of the Group amounting to approximately S$626,000 as at 31 March 2022(31 March 2021:S$1,145,000)are effectively secured over the leased machinery and motor vehicles with a

52、carrying amount of approximately S$1,566,000(31 March 2021:S$2,365,700).CAPITAL STRUCTUREThere has been no change in the capital structure of the Group during the year.The share capital of the Company only comprises ordinary shares.SIGNIFICANT INVESTMENT,MATERIAL ACQUISITIONS AND DISPOSAL OF SUBSIDI

53、ARIES,ASSOCIATES AND JOINT VENTURESThe Group did not have any material disposal of subsidiaries,associates and joint ventures in the FY2022.As at 31 March 2022,the Group did not invest in any significant investments.FUTURE PLAN FOR MATERIAL INVESTMENT AND CAPITAL ASSETSSave as disclosed in this annu

54、al report,the Group did not have any plans for material investment or acquisition of capital assets as at the date of this annual report.The Company will make further announcement in accordance with the GEM Listing Rules,where applicable,if any investments and acquisition opportunities materialise.C

55、ONTINGENT LIABILITIESAs at 31 March 2022,the Group did not have any significant contingent liabilities.CAPITAL COMMITMENTSAs at 31 March 2022,the Group did not have material capital commitments other than disclosed in Note 26 of Notes to the Consolidated Financial Statements of this annual report.EM

56、PLOYEES,DIRECTORS EMOLUMENTS AND FIVE HIGHEST PAID INDIVIDUALSAs at 31 March 2022,the Group had a total of 268 employees(31 March 2021:255).Staff cost,including Directors remuneration,of the Group amounted to approximately S$9.9 million in the FY2022(FY2021:S$8.4 million).The remuneration package of

57、fered by the Group to our employees includes salary,bonus and staff benefits.In general,the Group determines the level of salaries based on each employee s qualification,experience,position,seniority and the prevailing market remuneration rate.The Group reviews its remuneration of employee annually

58、and adjust them as needed to ensure that they are competitive to attract and retain talents and having regards to the Group s profitability.Details of the employee benefit scheme of the Group and five highest paid individuals are set out in Notes 2.18 and 9 of Notes to the Consolidated Financial Sta

59、tements of this annual report.GUARANTEE PERFORMANCE IN RELATION TO THE ACQUISITIONSThe Group did not enter into any acquisition,which is required to be disclosed under the GEM Listing Rules,that the party in contract required to commit or guarantee on the financial performance in any kinds for the F

60、Y2022.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD10Management Discussion and AnalysisFOREIGN CURRENCY EXPOSURECurrency risk arises when transactions are denominated in a currency that is not the entity s functional currency.The Group s business is mainly exposed to the United States dollar(“USD”),Hong

61、 Kong dollar(“HKD”)and Euro(“EUR”).The Group monitors exchange rate movements to ensure this risk is kept within an acceptable level.This exposure is not hedged by any financial instruments.As the future exchange rates is uncertain,the sensitivity analysis is prepared based on the assumption of actu

62、al changes during the year,with all other variables including tax rate being held constant.The Group s currency exposure to USD is as follows:20222021S$000S$000Financial assetsCash and bank deposits1,017885Trade and other receivables1241,0171,009Financial liabilitiesBorrowings(1,205)(1,453)Trade and

63、 other payables(462)(278)(650)(722)Less:Borrowings designated for insurance contracts1,2051,453555731The sensitivity analysis of the exposure to USD,after taking into consideration the USD borrowings designated for the investments in insurance contracts are as follows:As at 31 March 2022,if USD had

64、strengthened/weakened by 1%(2021:5%)against Singapore dollar(“SGD”)with all other variables including tax rate being held constant,the Group s results would have been S$5,000 higher/lower(FY2021:S$30,000 higher/lower),respectively,as a result of currency translation gains/losses on the USD-denominat

65、ed financial assets/liabilities and insurance contracts.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD11Management Discussion and AnalysisFOREIGN CURRENCY EXPOSURE(Continued)The Group s currency exposure to HKD is as follows:20222021S$000S$000Cash and bank deposits1,9842,205Trade and other payables(17)(1

66、6)1,9672,189As at 31 March 2022,if HKD had strengthened/weakened by 1%(2021:6%)against SGD with all other variables including tax rate being held constant,the Group s results would have been S$16,000(FY2021:S$109,000)higher/lower,respectively,as a result of currency translation gains/losses on the H

67、KD-denominated assets/liabilities.The Group s currency exposure to EUR is as follows:20222021S$000S$000Cash and bank deposits837713As at 31 March 2022,if EUR had strengthened/weakened by 5%(FY2021:1%)against SGD with all other variables including tax rate being held constant,the Group s results woul

68、d have been S$35,000(FY2021:S$6,000)higher/lower,respectively,as a result of currency translation gains/losses on the EUR-denominated financial assets.PRINCIPAL RISK AND UNCERTAINTIESThe Group uses its best efforts to ensure that its risk management practices adequately mitigate the risks present in

69、 its operations and financial position as efficiently and effectively as possible.Major risks and uncertainties are set out as follows:(1)Our business is subject to risks of poultry-related diseases and infection.(2)We face the risks of food contamination and deterioration and we may be subject to p

70、roduct liability claim on our egg products.(3)Our business may be affected by any revocation or non-renewal of our licences.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD12Management Discussion and AnalysisPRINCIPAL RISK AND UNCERTAINTIES(Continued)(4)A substantial part of our sales revenue was generated

71、 in Singapore and a significant decrease of our market share in Singapore may materially and adversely affect our results of operations and business performance.(5)We may be affected by the prices of eggs imported from overseas.(6)Disruption to our production facilities may adversely affect our busi

72、ness.(7)Our business may be affected by fluctuations in the costs of raw materials for feeds.(8)We are dependent on foreign workers.(9)Our continuing and future success depends on the ability of our senior management and our business may be harmed if we lose their services.(10)We do not have long te

73、rm contracts with our major customers and suppliers.(11)We are exposed to credit risk and defaults in payments by our customers.(12)Our insurance coverage may be inadequate.(13)We may encounter difficulty in achieving our specific business strategies.(14)The fair value of our biological assets may f

74、luctuate significantly from period to period,causing our results of operations to be highly volatile.(15)Our business may be affected by competition in the industry.(16)Our business may be affected by any changes in laws and regulations.(17)Social,political,regulatory,economic and legal developments

75、,as well as any changes in Singaporean government policies,could materially and adversely affect our business and results of operations.(18)Any loss of or reduction in the government grants offered by the Government of Singapore may adversely affect our Group s financial performance and results of o

76、perations.An analysis of the Group s financial risk management(including foreign currency risk,credit risk and impairment assessment,liquidity risk and interest rate risk)objectives and policies are set out in Note 3 to the Notes to the Consolidated Financial Statements.The Group s risk management a

77、ctivities are performed by the management on an ongoing basis.The effectiveness of our risk management framework is evaluated at least annually,and periodic management meetings are held to update the progress of risk monitoring efforts.The management is committed to ensuring that risk management for

78、ms part of the daily business operation processes in order to align risk management with corporate goals in an effective manner.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD13Management Discussion and AnalysisPRINCIPAL RISK AND UNCERTAINTIES(Continued)The Company will continue to engage external indepen

79、dent professionals to review the Group s system of internal controls and risk management annually and further enhance the Group s internal control and risk management systems as appropriate.There is currently no internal audit function within the Group.The Board has reviewed the need for an internal

80、 audit function and are of the view that,in light of the size,nature and complexity of the business of the Group,it is more cost effective to appoint external independent professionals to perform the internal audit function for the Group.The Board will continue to reassess this need for an internal

81、audit function and to adapt accordingly to meet its goals.IMPACT OF COVID-19The lingering effects of COVID-19 continued to affect our business.Egg costs have increased rapidly during the financial year,and they are expected to continue to be volatile.Our operating costs are expected to be continued

82、to be impacted by disruptions in the supply chains of the commodities that we purchased for our feeds.The Group will continue to monitor its operations and the market as the effects COVID-19 create and prolong uncertainties in the Singapore economy.Management will evaluate its impact on the financia

83、l position and operating results of the Group.As at the date on which this set of consolidated financial statements was authorised for issue,the Group was not aware of any material adverse effects on the consolidated financial statements as a result of the COVID-19 that have not already been disclos

84、ed.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD14Biographies of Directors and Senior ManagementEXECUTIVE DIRECTORSMr.Ma Chin Chew(馬瓊就),aged 54,was appointed as the Executive Director,Chairman and Chief Executive Officer of the Group on 7 March 2018.He joined the Group as a director on 19 July 2006.He i

85、s also a director of a number of companies in the Group.Mr.Ma is an engineering graduate and has more than 20 years of experience in management and food industry.He has been the key driver of the Group s business since 2006 and has grown and expanded the business manifolds after his takeover.He is o

86、verall responsible for the day to day operations and the strategic direction of the Group.Currently,Mr.Ma is the secretary of the Poultry Merchants Association in Singapore and the deputy secretary general of the Singapore Livestock Farmers Association.Save as being the spouse of Ms.Lim,Mr.Ma does n

87、ot have any relationship with other Directors and senior management.Ms.Lim Siok Eng(Lin Shuying)(林淑英),aged 50,is an engineering graduate.She joined the Group as administrator on April 2009 and was appointed as the Executive Director and the compliance officer of the Company on 7 March 2018,responsib

88、le for general administration,ensuring the Group s compliance with internal policies and financial control of the Group.She is also a director of a company in the Group.Save as being the spouse of Mr.Ma,Ms.Lim does not have any relationship with other Directors and senior management.Mr.Tang Hong Lai

89、(陳鴻來),aged 62,joined the Group as operations manager in 2002.He was appointed as the Executive Director on 7 March 2018,primarily responsible for supervising the Group s production,maintenance of production facilities,feedstocks,waste and inventory management.INDEPENDENT NON-EXECUTIVE DIRECTORSMr.Yu

90、en Ka Lok Ernest(袁家樂),aged 59,was appointed as an independent non-executive Director on 15 August 2018.He is responsible for providing independent judgement to the Board,ensuring legal compliance,safeguarding the Group s assets and reputation and enhancing shareholders value.Mr.Yuen has over 30 year

91、s of experience in corporate law,civil litigation and conveyancing.He has been a partner in Messrs.Yuen&Partners since August 1997.Mr.Yuen has been the director of China Metro-Rural Holdings Limited since 1 September 2010,the shares of which was listed on the New York Stock Exchange market and was s

92、ubsequently delisted on 18 August 2016.He was also the independent non-executive Director of Man Sang International Limited(stock code:938),the shares of which were listed on the Main Board of the Stock Exchange from August 1997 to October 2004 and the director of China Digital Culture(Group)Limited

93、(formerly known as KanHan Technologies Group Limited)(stock code:8175),the shares of which were listed on GEM of the Stock Exchange from July 2002 to May 2005.Mr.Yuen graduated from University of Toronto,Canada with a bachelor s degree in Commerce on 21 November 1985.Mr.Yuen was admitted as a Solici

94、tor of the High Court of Hong Kong on 28 March 1992.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD15Biographies of Directors and Senior ManagementINDEPENDENT NON-EXECUTIVE DIRECTORS(Continued)Mr.Sneddon Donald William(邵廷文),aged 59,was appointed as an independent non-executive Director on 15 August 2018.H

95、e is responsible for providing independent judgement to the Board,ensuring legal compliance,safeguarding the Group s assets and reputation and enhancing shareholders value.Mr.Sneddon has over 35 years of experience in audit,management and compliance.He joined Pricewaterhouse in Calgary in September

96、1985 and left as a assistant manager in September 1989.He then joined Pricewaterhouse in Hong Kong as an audit supervisor in September 1989 and became an audit manager from July 1990 to November 1991.Thereafter,he joined The Chase Manhattan Bank,N.A.in January 1992 and left as a supervising auditor

97、in July 1995.In September 1995,he joined Citibank,N.A.and left as a business risk and compliance officer within the North Asia compliance office in September 1998.In September 1998,he joined Bankers Trust,which was later acquired by Deutsche Bank in 1999 as a regional compliance manager in the corpo

98、rate banking division and left Deutsche Bank as the regional compliance product head in Asia in June 2001.He joined the Mandatory Provident Fund Schemes Authority in August 2001 as a senior manager and became a consultant for investment projects from May 2003 to September 2003.He has been a senior c

99、onsultant in Ho,Sneddon,Chow,C.P.A.Limited since September 2003.Mr.Sneddon joined Super Strong Holdings Limited(stock code:8262),the shares of which are listed on GEM of the Stock Exchange,as an independent non-executive Director in April 2017.Mr.Sneddon graduated from the University of Alberta in C

100、anada,with a bachelor s degree in commerce in June 1985.He was admitted as chartered accountant by the Institute of Chartered Accountants of Alberta in January 1989.Mr.Tan Jia Kien(陳奕君),aged 59,was appointed as an independent non-executive Director on 4 January 2021.He is responsible for providing i

101、ndependent judgement to the Board,ensuring legal compliance,safeguarding the Group s assets and reputation and enhancing shareholders value.Mr.Tan graduated from Kent State University,Ohio(USA)in 1988 with a Bachelor of Science(Computer Science).He has more than over 15 years of experiences in the f

102、ields of market entry and business development.Since October 2019,he has been an independent non-executive director of Y Ventures Group Ltd.(stock code:SGX:1F1),the shares of which are listed on the Catalist Board of the Singapore Stock Exchange.He is currently providing mentorship to selected compa

103、nies in The Finlab Pte.Ltd.s new online initiative across Singapore,Malaysia and Thailand.From December 2015 to July 2020,he was the Managing Director of The Finlab Pte.Ltd.He was the Business Development Director of Wong Fong Research and Innovation Centre in 2015.From 2011 to 2015,he served Evolus

104、ia LLP as Senior Consultant responsible to help its stakeholder to identify and map out holistic strategies to achieve goals.Prior to that,he was active in Performance Leadership Pte.Ltd.and NTU Ventures Private Limited(now known as Nanyang Technological University Ntuitive Pte.Ltd.)as Associate Dir

105、ector and Mentor,respectively,to entrepreneurs and aspiring in process and business management.From 2007 to 2009,he was the Vice President(Deposits)and Head of finatiQ.com at Oversea-Chinese Banking Corporation Limited(“OCBC”),responsible for strategic and business planning.Before his stint at OCBC,

106、he was one of the founders of SilkRoute Ventures Pte Ltd,one of the pioneering internet companies during the initial dotcom boom.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD16Biographies of Directors and Senior ManagementSENIOR MANAGEMENTMr.Garvin Rozario,aged 47,is the Group s chief operating officer.

107、Mr.Rozario joined the Group in August 2021.He is responsible for overseeing the Group s daily operations,administrative policies and functions,managing communication channels,supply chain steps.Mr.Rozario previously served as military officer in the Singapore Armed Forces(SAF)and has more than 20 ye

108、ars of diverse experience in operational control and strategic planning,before joining the Group.He served in several operational tours such as the Tsunami Humanitarian Aid Disaster Relief(HADR)Ops in Indonesia in 2005,Medical Ops as part such as of ISAF coalition Forces in Afghanistan in 2009 and C

109、OVID-19 Frontline Operations Singapore Expo in 2020.He obtained MSc in Industrial Systems Engineering from National University of Singapore in November 2011 and MSc in Human Capital Management from Nanyang Technological University in July 2016.Ms.Yeoh Shi Yi(楊詩儀),aged 34,joined the Group in May 2018

110、,and is currently the Group s finance manager.She is primarily responsible for overseeing the financial and accounting functions of the Group.Prior to joining the Group,Ms.Yeoh was an assurance professional in Reliance Audit LLP,a mid-size public accounting practice based in Singapore.She has more t

111、han 10 years of professional experience in financial audits of enterprises from diverse industries.Her experience extends to financial consultancy in initial public offerings of companies,financial due diligence and outsourced internal audit assignments.Ms.Yeoh has been admitted as a member of the A

112、ssociation of Chartered Certified Accountants(ACCA)since August 2015 and Institute of Singapore Chartered Accountants(ISCA)since June 2016.Mr.Chen Zebin(陳澤濱),aged 43,is the Group s farm manager who assists the CEO,Mr.Chen in the production and daily operations of layer farm.Mr.Chen joined the Group

113、in 2009 as an assistant of general manager and was promoted to his current position in 2014.Mr.Shan GuangLong(單廣龍),aged 33,joined the Group in 2017,and is the Group s Veterinarian.Mr.Shan is primarily responsible and support the veterinary operation in the layer farm.He provides care for hens,monito

114、rs their health conditions throughout their lifespan.He holds a Diploma in Animal and Veterinary Medicine from the Shandong Animal Husbandry and Veterinary Vocational College in China.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD17Corporate Governance ReportCORPORATE GOVERNANCE PRACTICESThe Company is c

115、ommitted to achieving high standards of corporate governance to safeguard the interests of its shareholders and to enhance corporate value.To accomplish this,the Company has adopted the principles and the code provisions of the Corporate Governance Code(the“CG Code”)set out in Appendix 15 of the GEM

116、 Listing Rules then in force in the FY2022.In particular,the Company regards a pre-eminent board of directors,sound internal controls and accountability to all shareholders as the core elements of its corporate governance principles.The Board will review at least annually the corporate governance pr

117、actices of the Company to ensure its continuous compliance with the CG Code,and make appropriate changes if considered necessary.Save for the deviation from code provision A.2.1 of the CG Code(which has been renumbered as code provision C.2.1 of the CG Code with effect from 1 January 2022)as disclos

118、ed in the section headed“Chairman and Chief Executive Officer”of this corporate governance report in this annual report,the Company,to the best knowledge of the Board,has complied with all applicable code provisions throughout the FY2022.DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted a cod

119、e of conduct regarding securities transactions by directors on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules.Upon specific enquiry,all Directors confirmed that they have complied with the required standard of dealings and the cod

120、e of conduct regarding securities transactions by Directors adopted by the Company during the FY2022.BOARD OF DIRECTORSThe Board oversees the businesses,strategic decisions and performance of the Group and makes decisions objectively in the best interests of the Company and stakeholders.The Board re

121、gularly reviews the contribution required from a Director to perform his/her responsibilities to the Company,and whether the Director is spending sufficient time performing them.During the FY2022,the chairman of the Board(the“Chairman”),being the chief executive officer of the Company(the“Chief Exec

122、utive Officer”),has held an annual meeting with the independent non-executive Directors without the presence of the other executive Directors.Board CompositionAs at 31 March 2022 and the date of this annual report,the Board comprises three executive Directors and three independent non-executive Dire

123、ctors.The composition of the Board during the FY2022 and up to the date of this annual report was as follows:Executive DirectorsMr.Ma Chin Chew(Chairman and Chief Executive Officer)Ms.Lim Siok Eng Mr.Tang Hong LaiIndependent non-executive DirectorsMr.Sneddon Donald William(Chairman of the Audit Comm

124、ittee,and member of each of the Remuneration Committee and the Nomination Committee)Mr.Yuen Ka Lok Ernest(Chairman of each of the Remuneration Committee and the Nomination Committee,and member of the Audit Committee)Mr.Tan Jia Kien(Member of each of the Audit Committee,the Remuneration Committee and

125、 the Nomination Committee)ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD18Corporate Governance ReportBOARD OF DIRECTORS(Continued)Board Composition(Continued)The biographical information of each of the Directors are set out in the section headed“Biographies of Directors and Senior Management”on pages 14

126、to 15 of this annual report.To the best knowledge of the Board,there is no financial,business,family or other material/relevant relationship amongst the Directors,except that Ms.Lim Siok Eng is the spouse of Mr.Ma Chin Chew.Other than the independent non-executive Directors,all executive Directors w

127、ere appointed on a full-time basis.All Directors are required to comply with their responsibilities as Directors and their common law duties as directors.Chairman and Chief Executive OfficerCode provision A.2.1 of the CG Code(which has been renumbered as code provision C.2.1 of the CG Code with effe

128、ct from 1 January 2022)stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual.The Company has not had a separate Chairman and Chief Executive Officer during the FY2022,and both are now held by Mr.Ma Chin Chew(“Mr.Ma”).Mr.Ma,the

129、 founder and an Executive Director,has served as the Group s chief executive officer since 2009 and was appointed as Chairman in September 2018.Mr.Ma has been providing leadership to the Board and is responsible for overseeing the daily operations of the Group.The Board believes that it is in the be

130、st interest of the Group to continue to have Mr.Ma acting as the Chairman and the Chief Executive Officer for effective and efficient strategic planning and execution of plans for the Group.The Company has put in place a sound check-and-balance mechanism through the Board and the independent non-exe

131、cutive Directors.In light of the above,the Board considers that the deviation from code provision A.2.1 of the CG Code(which has been renumbered as code provision C.2.1 of the CG Code with effect from 1 January 2022)is appropriate in the circumstances of the Company.Independent Non-Executive Directo

132、rsDuring the FY2022,the Company has at all times met the requirements of the Rules 5.05(1),5.05(2)and 5.05A of the GEM Listing Rules relating to the appointment of three independent non-executive Directors representing more than one-third of the Board and with at least one of whom having appropriate

133、 professional qualifications,or accounting or related financial management expertise.The Company has received written annual confirmation from each of the independent non-executive Directors of his independence pursuant to the requirements set out in Rule 5.09 of the GEM Listing Rules.The Board is o

134、f the view that all independent non-executive Directors are independent in accordance with the independence guidelines set out in the GEM Listing Rules for the FY2022.Appointment and Re-Election of DirectorsEach of the executive Directors has entered into a service contract with the Company for an i

135、nitial term of two years with automatic renewal for successive terms of one year unless terminated by either party.Either party has the right to give not less than six months written notice or six months payments in lieu of notice to terminate the respective service contract.Each of the independent

136、non-executive Directors has entered into a service contract with the Company for a specific term of two years.Save as disclosed aforesaid,none of the Directors has a service agreement or letter of appointment with the Company or any of its subsidiaries other than the contracts/letters of appointment

137、 expiring or determinable by the employer within one year without the payment of compensation(other than statutory compensation).ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD19Corporate Governance ReportBOARD OF DIRECTORS(Continued)Appointment and Re-Election of Directors(Continued)In compliance with th

138、e code provision A.4.2 of the CG Code(which has been renumbered as code provision B.2.2 of the CG Code with effect from 1 January 2022),all Directors are subject to retirement by rotation at least once every three years.Furthermore,pursuant to article 84 of the articles of association of the Company

139、(the“Articles”),at each annual general meeting one-third of the Directors for the time being,or if their number is not three or a multiple of three,then the number nearest to,but not less than one-third,shall retire from office by rotation provided that every Director shall be subject to retirement

140、by rotation at least once every three years.A retiring Director shall retain office until the close of meeting at which he/she retires and shall be eligible for re-election thereat.By virtue of article 84 of the Articles,Ms.Lim Siok Eng and Mr.Sneddon Donald William will retire from office by rotati

141、on at the forthcoming annual general meeting of the Company and being eligible,offer themselves for re-election at such meeting.Responsibilities of the DirectorsThe Board is responsible for leadership and control of the Company;and is collectively responsible for directing and supervising the Compan

142、y s affairs.The Board directly,and indirectly through its committees,leads and provides direction to management by laying down strategies and overseeing their implementation,monitors the Group s operational and financial performance,and ensures that sound internal control and risk management systems

143、 are in place.All Directors,including independent non-executive Directors,have brought a wide spectrum of valuable business experience,knowledge and professionalism to the Board for its efficient and effective functioning.The Board considers its current composition to have achieved good diversity in

144、 terms of educational background and professional experience.The independent non-executive Directors are responsible for ensuring a high standard of regulatory reporting of the Company and providing a balance in the Board for bringing effective independent judgement on corporate actions and operatio

145、ns.All Directors have full and timely access to all the information of the Company and may,upon request,seek independent professional advice in appropriate circumstances,at the Company s expense,for discharging their duties to the Company.The Directors shall disclose to the Company details of other

146、offices held by them.The Board is responsible for decision-making in all major matters relating to policy matters,strategies and budgets,internal control and risk management,material transactions(in particular those that may involve conflict of interests),financial information,appointment of Directo

147、rs and other significant operational matters of the Company.Directors and Officers LiabilitiesThe Company has arranged appropriate insurance cover in respect of legal actions against the Directors that may arise out of the corporate activities,which is in compliance with the CG Code.The insurance co

148、verage is reviewed on an annual basis.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD20Corporate Governance ReportBOARD AND GENERAL MEETINGSThe Board schedules four meetings a year at approximately quarterly intervals and organises additional meetings as and when required.The Directors can attend meetings

149、 in persons or through other means of electronic communication in accordance with the Articles.Notice of at least fourteen days is given of a regular Board meeting to give all Directors an opportunity to attend.For other Board and committee meetings,reasonable notice time is generally given.Board pa

150、pers are circulated at least three days(or other agreed period)before the regular Board meetings and/or other Board/Committees meetings to enable the Directors to make informed decisions on matters to be raised at the Board meetings.The company secretary of the Company(the“Company Secretary”)prepare

151、s minutes and/or written resolutions and keeps records of matters discussed and decisions resolved at all Board/Committees meetings.The Company Secretary also keeps the minutes,which are open for inspection at any reasonable time on reasonable notice by any Director.An annual general meeting of the

152、Company was held on 16 September 2021(the“2021 AGM”).The Company announced the poll results of the 2021 AGM in the manner prescribed under the GEM Listing Rules.The Chairman and respective chairman of Audit Committee,Remuneration Committee and Nomination Committee have attended the 2021 AGM to ensur

153、e effective communication with shareholders.During the FY2022,four Board meetings and one general meeting were held.The attendance of the respective Directors at the Board meetings and general meeting are set out below:Name of DirectorsNumber of Board meetings attended/heldNumber of general meetings

154、 attended/heldExecutive DirectorsMr.Ma Chin Chew(Chairman and Chief Executive Officer)4/41/1Ms.Lim Siok Eng4/41/1Mr.Tang Hong Lai4/41/1Independent non-executive DirectorsMr.Sneddon Donald William4/41/1Mr.Yuen Ka Lok Ernest4/41/1Mr.Tan Jia Kien4/41/1BOARD COMMITTEESThe Board has established,with writ

155、ten terms of reference,three board committees,namely audit committee,remuneration committee and nomination committee,to oversee particular aspects of the Company s affairs.The Board committees are provided with sufficient resources to discharge their duties.All Board committees are established with

156、specific written terms of reference which deal clearly with their authority and duties.The terms of reference of the Board committees are in line with the GEM Listing Rules and are available on the websites of the Stock Exchange and the Company,respectively.Audit CommitteeThe Audit Committee was est

157、ablished on 15 August 2018 with written terms of reference which are not less exacting than those set out in Rules 5.28 to 5.33 of the GEM Listing Rules and code provision C.3 of the CG Code(which has been renumbered as code provision D.3 of the CG Code with effect from 1 January 2022).The Audit Com

158、mittee consists of three independent non-executive Directors,namely,Mr.Sneddon Donald William,who serves as the chairman of the Audit Committee,Mr.Yuen Ka Lok Ernest and Mr.Tan Jia Kien.Mr.Sneddon Donald William has the appropriate accounting and financial related management expertise.The primary du

159、ties of the Audit Committee are(but without limitation)to assist the Board in providing an independent view of the effectiveness of our Company s financial reporting process,risk management and internal control systems,scope of audit and appointment of external auditors,and arrangements to enable em

160、ployees of the Group to raise concerns about possible improprieties in financial reporting,internal control or other matters of the Group.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD21Corporate Governance ReportBOARD COMMITTEES(Continued)Audit Committee(Continued)The Audit Committee held four meetings

161、during the FY2022.The Audit Committee had reviewed the Company s annual financial statements,interim and quarterly reports;reviewed the risk management and internal control systems of the Group and considered these risk and management and internal control systems effective and adequate;met with the

162、independent external auditors and reviewed reports from the independent external auditors regarding their audit on annual financial statements.Details of the attendance of members of the Audit Committee meeting are as follows:Name of MembersNumber of Attendance/Number of MeetingsMr.Sneddon Donald Wi

163、lliam(Chairman of the Audit Committee)4/4Mr.Yuen Ka Lok Ernest4/4Mr.Tan Jia Kien4/4Remuneration CommitteeThe Remuneration Committee was established on 15 August 2018 with written terms of reference which are not less exacting than those set out in Rules 5.34 to 5.36 of the GEM Listing Rules and code

164、 provision B.1 of the CG Code(which has been renumbered as code provision E.1 of the CG Code with effect from 1 January 2022).The Remuneration Committee consists of three independent non-executive Directors,namely Mr.Yuen Ka Lok Ernest,who serves as the chairman of the Remuneration Committee,Mr.Sned

165、don Donald William and Mr.Tan Jia Kien.The primary duties of the Remuneration Committee include(but without limitation):(i)making recommendations to the Board on the policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent proc

166、edure for developing remuneration policies;(ii)making recommendations to the Board on the remuneration package of the Directors and senior management;(iii)reviewing and approving management s remuneration proposals with reference to the Board s corporate goals and objectives.During the FY2022,one Re

167、muneration Committee meeting was held for,inter alia,reviewing and making recommendations to the Board for considering certain remuneration-related matters of the Directors and senior management.Details of the attendance of members of the Remuneration Committee meeting are as follows:Name of Members

168、Number of Attendance/Number of MeetingsMr.Yuen Ka Lok Ernest(Chairman of Remuneration Committee)1/1Mr.Sneddon Donald William1/1Mr.Tan Jia Kien1/1ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD22Corporate Governance ReportBOARD COMMITTEES(Continued)Remuneration Committee(Continued)Remuneration Policy for D

169、irectors and Senior ManagementEach of the Directors will receive a fee which is subject to an annual adjustment at a rate to be reviewed and recommended by the Remuneration Committee and be determined at the discretion of the Board.The Company s policy concerning the remuneration of the Directors is

170、 that the amount of remuneration is determined by reference to the relevant Director s experience,responsibilities,workload and the time devoted to the Group.The Group has adopted incentive bonus schemes and continues to maintain these schemes,seeking to align the financial well-being of the Group w

171、ith that of the employees,and to retain the Directors and staff of high caliber.Particulars of the Directors remuneration for the FY2022 are set out in Note 9 of Notes to the Consolidated Financial Statements.Pursuant to code provision B.1.5 of the CG Code(which has been renumbered as code provision

172、 E.1.5 of the CG Code with effect from 1 January 2022),the remuneration of the members of the senior management(other than the Directors)whose particulars are contained in the section headed“Biographies of Directors and Senior Management”of this annual report for the FY2022 by band is set out below:

173、Remuneration band(in HK$)Number of individualsNil to HK$1,000,0004Nomination CommitteeThe Nomination Committee was established on 15 August 2018 with written terms of reference which are not less exacting than those set out in code provision A.5 of the CG Code(which has been renumbered as code provi

174、sion B.3 of the CG Code with effect from 1 January 2022).The Nomination Committee consists of three independent non-executive Directors,namely Mr.Yuen Ka Lok Ernest,who serves as the chairman of the Nomination Committee,Mr.Tan Jia Kien and Mr.Sneddon Donald William.The primary function of the Nomina

175、tion Committee includes making recommendations to the Board to fill vacancies on the same,assessing the independence of independent non-executive Directors and reviewing of the diversity,structure,size and composition of the Board.During the FY2022,one Nomination Committee meeting was held for,inter

176、 alia,reviewing the structure,size and composition of the Board and board diversity policy.Details of the attendance of members of the Nomination Committee meeting are as follows:Name of MembersNumber of Attendance/Number of MeetingsMr.Yuen Ka Lok Ernest(Chairman of Nomination Committee)1/1Mr.Sneddo

177、n Donald William1/1Mr.Tan Jia Kien1/1ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD23Corporate Governance ReportBOARD COMMITTEES(Continued)Nomination Committee(Continued)Board Diversity PolicyThe Company recognises and embraces the benefits of diversity in the boardroom and has adopted the board diversit

178、y policy(“Board Diversity Policy”).The Board Diversity Policy sets out the approach to achieve diversity on the Board.The Board has set measurable objectives to implement the Board Diversity Policy.The Nomination Committee has primary responsibility for identifying and giving recommendation suitably

179、 qualified candidates to become members of the Board.Selection of candidates will be based on a range of diversity perspectives,including but not limited to gender,age,cultural and educational background,ethnicity,professional experience,skills,knowledge and length of service.The ultimate Board deci

180、sion will be based on merit and contribution that the selected candidates will bring to the Board.The Nomination Committee will review the implementation and effectiveness of the Board Diversity Policy annually,and where appropriate,revisions will be made with the approval from the Board.The Board c

181、onsiders that the current composition of the Board is appropriate for the businesses of the Company.The Board will review its composition from time to time taking into consideration of the specific needs for the overall Company and its subsidiaries businesses.Nomination Procedures,Process and Criter

182、iaThe Nomination Committee leads the process and makes recommendations for re-election and appointment to the Board,whether as additional appointment or to fill up the casual vacancy of directorship as and when they arise,in light of the challenges and opportunities facing by the Group,as well as th

183、e business development and requirements of the Group.In evaluating and selecting candidate(s)for directorship,the Nomination Committee considers the merit and contribution that the candidate(s)will bring to the Board,having due regard for the election criteria set out in the Nomination Policy includ

184、ing,inter alia,the character and integrity;the accomplishment and experience;the commitment in respect of available time and relevant interest;the cultural and educational background,the gender,qualification,ethnicity,professional experience,skills,knowledge and length of service;the benefits of div

185、ersity on the existing Board as well as the independence of the candidates(for independent non-executive Director).The Nomination Committee makes recommendation to the Board to appoint the appropriate person among the candidates nominated for directorship.Suitable candidate(s)shall be appointed by t

186、he Board in accordance with the Articles and the GEM Listing Rules.CONTINUING PROFESSIONAL DEVELOPMENTAccording to the code provision A.6.5 of the CG Code(which has been renumbered as code provision C.1.4 of the CG Code with effect from 1 January 2022),all directors shall participate in continuous p

187、rofessional development to develop and refresh their knowledge and skills to ensure their contribution to the Board remains informed and relevant.During the FY2022,the Group has arranged training in relation to updates on the GEM Listing Rules and the ESG reporting guidance for the Directors.All exi

188、sting Director,namely,Mr.Ma Chin Chew,Ms.Lim Siok Eng,Mr.Tang Hong Lai,Mr.Sneddon Donald William,Mr.Yuen Ka Lok Ernest and Mr.Tan Jia Kien have received such training.The Group continuously updates the Directors on the latest developments regarding the GEM Listing Rules and other applicable regulato

189、ry requirements,to ensure compliance and enhance their awareness of good corporate governance practices.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD24Corporate Governance ReportACCOUNTABILITY AND AUDITDirectors and Auditors Responsibilities for the Consolidated Financial StatementsThe Directors acknowl

190、edge their responsibility for overseeing the preparation of the consolidated financial statements which give a true and fair view of the state of affairs of the Group and of the results and cash flows for each financial period.The Directors continue to adopt the going concern approach in preparing t

191、he consolidated financial statements and are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company s ability to continue as a going concern.The responsibilities of Mazars LLP in Singapore,the external auditor of the Company(“Auditor

192、”),are set out in the Independent Auditor s Report on pages 36 to 40 in this annual report.AUDITORS REMUNERATIONThe remuneration paid or payable to the Auditor in respect of audit services and non-audit services for the Group was as follows:20222021S$000S$000Statutory audit services155270Non-audit s

193、ervices Reporting of factual findings in connection with HKICPA Practice Note 7301155271RISK MANAGEMENT AND INTERNAL CONTROLThe Board acknowledges its responsibility for overseeing the Group s risk management and internal control systems and reviewing their effectiveness at least annually.As a part

194、of the Group s risk management and internal control systems,appropriate policies and controls have been designed and established by the Group to ensure that assets are safeguarded against improper use or disposal,relevant rules and regulations are adhered to and complied with,reliable financial and

195、accounting records are maintained in accordance with relevant accounting standards and regulatory reporting requirements,and key risks that may impact on the Group s performance are appropriately identified and managed.However,the risk management and internal control systems can only provide reasona

196、ble and not absolute assurance against material misstatement or loss,as they are designed to manage,rather than eliminate the risk of failure to achieve business objectives.The Group has adopted a three-tier risk management approach to identify,evaluate and manage significant risks.The operating uni

197、ts of the Group,as the first line of defense,identify,evaluate,mitigate and monitor the risks,and report such risk management activities to the Group s management on a regularly basis.The Group s management,as the second line of defense,provides support to the operating units and ensures that the si

198、gnificant risks are properly managed and within the acceptable range and reports the situation to the Board at each regularly scheduled meeting.The Audit Committee assists the Board,as the final line of defense,conducts an annual review of the overall effectiveness of the Group s risk management and

199、 internal control systems.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD25Corporate Governance ReportRISK MANAGEMENT AND INTERNAL CONTROL(Continued)During the FY2022,the management had outsourced its internal audit function to an independent internal audit firm(“Internal Auditor”).The Internal Auditor re

200、ports directly to the Audit Committee on all internal audit matters.The internal audit plan was submitted to the Audit Committee for approval prior to the commencement of the internal audit work.The Audit Committee reviewed the internal audit report and monitored the implementation of the improvemen

201、ts required on internal control weaknesses identified.The Board has,through the management and the Audit Committee,conducted a review of the effectiveness of risk management and internal control systems of the Group for the FY2022.Based on the internal controls established and maintained by the Grou

202、p,work performed by appointed Internal Auditor,the reviews performed by the management and the Audit Committee,the Board,with the concurrence of the Audit Committee,is of the opinion that the risk management and internal control systems were adequate and effective.DISCLOSURE OF INSIDE INFORMATIONThe

203、 Board acknowledges its responsibilities under the Securities and Futures Ordinance,Chapter 571 of the laws of Hong Kong and the GEM Listing Rules that any inside information should be announced immediately when it is the subject of a decision.The Group has established appropriate procedures and int

204、ernal controls for the handling and dissemination of inside information.The Company regulates the handling and dissemination of inside information as set out in the Group s policy,which has covered the related disclosure requirement under the GEM Listing Rules as well as the“Guidelines on Disclosure

205、 of Inside Information”published by the Securities and Futures Commission of Hong Kong in June 2012 to ensure inside information remains confidential until the disclosure of such information is appropriately approved,and the dissemination of such information is efficiently and consistently made.COMM

206、UNICATIONS WITH SHAREHOLDERS AND INVESTORSThe Company considers that effective communication with shareholders is essential for enhancing investor relations and investor understanding of the Group s business performance and strategies.The Board is committed to provide clear,detailed,timely manner an

207、d on a regular basis,information of the Group to shareholders through the publication of quarterly,interim and annual reports and/or dispatching circular,notices,and other announcements.The general meetings of the Company provide a forum for communication between the Board and shareholders.The Chair

208、man and other members of the respective committees are available to answer questions at the general meeting of shareholders.The Company recognises the importance of maintaining on-going communications with shareholders and encourages them to attend general meetings to stay informed of the Group s bu

209、sinesses and convey any concerns they may have to the Directors and senior management.The Company maintains a website at where extensive information and updates on the Company s financial information,corporate governance practices and other useful information are posted and available for access by t

210、he public investors.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD26Corporate Governance ReportSHAREHOLDERS RIGHTSProcedures for shareholders to convene an extraordinary general meeting and to put forward proposal at general meetingsPursuant to article 58 of the Articles,the Board may,whenever it thinks

211、fit,convene an extraordinary general meeting.Extraordinary general meetings shall also be convened on the requisition of one or more shareholders holding,at the date of deposit of the requisition,not less than one tenth of the paid up capital of the Company having the right of voting at general meet

212、ings.Such requisition shall be made in writing to the Board or the Company Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition.Such meeting shall be held within 2 months after the deposit

213、of such requisition.If within 21 days of such deposit,the Board fails to proceed to convene such meeting,the requisitionist(s)himself(themselves)may do so in the same manner,and all reasonable expenses incurred by the requisitionist(s)as a result of the failure of the Board shall be reimbursed to th

214、e requisitionist(s)by the Company.Article 85 of the Articles provides that no person other than a retiring Director,shall,unless recommended by the Board for election,be eligible for election to the office of Director at any general meeting,unless notice in writing of the intention to propose that p

215、erson for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the head office or at the registration office.The period for lodgment of the notices required under this Article will commence no earlier than the day after the despatch o

216、f the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting and the minimum length of the period during which such notices to the Company may be given will be at least 7 days.The written notice must state that person s biogra

217、phical details as required by Rule 17.50(2)of the GEM Listing Rules.The procedures for shareholders of the Company to propose a person for election as director is posted on the respective websites of the Stock Exchange and the Company.Shareholders Enquiries to the BoardShareholders may send their en

218、quiries and concerns to the Board by addressing them to the Company Secretary by mail to the principal office of the Company in Hong Kong.The Company Secretary forwards communications relating to matters within the Board s purview to the Board and communications relating to ordinary business matters

219、,such as suggestions,inquiries and complaints,to the Chief Executive Officer.Shareholders may also make enquiries with the Board at the general meetings of the Company.COMPANY SECRETARYThe Company engages Mr.Ching Kim Fung,a member of The Hong Kong Institute of Certified Public Accountants and an as

220、sociate member of The Hong Kong Institute of Chartered Secretaries,as Company Secretary who supports the Board by ensuring good information inflow within the Board and that board policy and procedures are followed.All Directors have access to the advice and services of the Company Secretary on corpo

221、rate governance and board practices and matters.For the FY2022,Mr.Ching Kim Fung has taken not less than 15 hours of relevant professional training in compliance with Rule 5.15 of the GEM Listing Rules.COMPLIANCE OFFICERMs.Lim Siok Eng was appointed as the compliance officer of the Company on 7 Marc

222、h 2018.Please refer to the Section headed“Biographies of Directors and Senior Management”on page 14 for her biographical information.MANAGEMENT FUNCTIONSThe management,under the leadership of the Chief Executive Officer,is responsible for implementing the strategies and plans established by the Boar

223、d and reporting on the Company s operations to the Board on a regular basis to ensure effective performance of the Board s responsibilities.The management has an obligation to supply the Directors with adequate information in a timely manner to enable the Directors to perform their responsibilities.

224、CONSTITUTIONAL DOCUMENTSThere was no change in the constitutional documents of the Company during the FY2022.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD27Report of the DirectorsThe Board of the Company is pleased to present the annual report together with the audited consolidated financial statements

225、for the FY2022.PRINCIPAL ACTIVITIESThe Company is an investment holding company and its subsidiaries are principally engaged in the production and sale of fresh eggs and processed egg products in Singapore.BUSINESS REVIEWFurther discussion and analysis of the activities of the Group in the FY2022,an

226、d an indication of likely future developments in the Group s business as required by Schedule 5 to the Companies Ordinance,Chapter 622,can be found in the sections headed“Chairman s Statement”and“Management Discussion and Analysis”of this annual report.Those discussions form part of this Report of t

227、he Directors.RESULT AND DIVIDENDSThe results of the Group for the FY2022 are set out in the consolidated statement of comprehensive income in this annual report.The Board does not recommend the payment of any final dividend to shareholders of the Company for the FY2022.The Company intends to strike

228、a balance between maintaining sufficient capital to grow the business and rewarding the shareholders of the Company.The Board has adopted a dividend policy,which will be reviewed by the Board from time to time,pursuant to which in deciding whether to propose a dividend and in determining the dividen

229、d amount,the Board shall take into account,the following factors:the Group s actual and expected financial results;the Group s retained earnings and distributable reserves;the Group s results of operation and cash flows;the level of debts to equity ratio and return on equity of the Group;Shareholder

230、s interests;general business conditions and strategies;the Group s capital requirements;contractual restrictions on the payment of dividends by the Company to Shareholders or by the Group s subsidiaries to the Company;taxation considerations;possible effects on the Group s creditworthiness;general e

231、conomic conditions;other internal and external factors;statutory and regulatory restrictions;and any other factors the Board may deem relevant.The above factors are for reference only,and not meant to be exhaustive and decisive.The Board has the discretion to determine,as it considers appropriate.AN

232、NUAL REPORT 2022 EGGRICULTURE FOODS LTD28Report of the DirectorsCLOSURE OF REGISTER OF MEMBERSAs the forthcoming annual general meeting of the Company(“AGM”)will be held on 15 September 2022(Thursday),the register of members of the Company will be closed from 9 September 2022 to 15 September 2022(bo

233、th days inclusive)for the said AGM or any adjournment thereof.All transfer of the Company s shares together with the relevant share certificates must be lodged with the Company s branch share registrar and transfer office no later than 4:30 p.m.on 8 September 2022 in order to qualify for the right t

234、o attend and vote at the meeting(or any adjournment thereof).The share registrar and transfer office is at:Address:Tricor Investor Services Limited Level 54,Hopewell Centre 183 Queen s Road East Hong KongGROUP FINANCIAL SUMMARYA summary of the results,assets and liabilities of the Group for the five

235、 financial years ended 31 March 2022 are set out on page 100 in this annual report.PROPERTY,PLANT AND EQUIPMENTDetails of movements of the property,plant and equipment of the Group during the FY2022 are set out in Note 15 of Notes to the Consolidated Financial Statements.ENVIRONMENTAL POLICIES AND C

236、OMPLIANCE WITH LAWS AND REGULATIONSThe Group values the importance of protecting the environment in its process of operation.The Group has complied with the laws and regulations regarding environmental protection and adopted effective measures to achieve efficient use of resources and energy saving.

237、The Group is committed to ensuring that the Group s operation is in compliance with applicable laws and regulations.As far as the Directors are aware of,the Group has complied in material respects with the relevant laws and regulations that have a significant impact on the business and operation of

238、the Group.SUBSIDIARIESParticulars of the Companys principal subsidiaries as at 31 March 2022 are set out in Note 28 of Notes to the Consolidated Financial Statements.SHARE CAPITALThe Company s total issued share capital as at 31 March 2022 was 500,000,000 ordinary shares of HK$0.01 each.Details of s

239、hare capital of the Company during the FY2022 are set out in Note 24 of Notes to the Consolidated Financial Statements.EMOLUMENT POLICYA remuneration committee is set up for reviewing the Group s emolument policy and structure for all remuneration of the Directors and senior management of the Group.

240、The remuneration of the Directors is determined with reference to the economic situation,the market condition,the responsibilities and duties assumed by each Director as well as their individual performance.Details of the Directors remuneration and the five highest paid individuals are set out in No

241、te 9 of Notes to the Consolidated Financial Statements.RETIREMENT BENEFIT SCHEMEDetails of the Group s retirement benefit scheme are set out in Note 9 of Notes to the Consolidated Financial Statements.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD29Report of the DirectorsRESERVESDetails of movements in t

242、he reserves of the Group in the FY2022 are set out in Note 25 of Notes to the Consolidated Financial Statements.As at 31 March 2022,the Company s reserves available for distribution to the shareholders were approximately S$12.7 million.Under the Companies Law of the Cayman Islands,the share premium

243、of the Company is available for paying distributions or dividends to shareholders subject to the provisions of its Articles and provided that immediately following the distribution or dividend payment,the Company is able to pay its debts as they fall due in the ordinary course of business.In accorda

244、nce with the Articles,dividends shall be distributed out of the retained earnings,including the share premium,of the Company.DIRECTORSThe Directors of the Company during the FY2022 and up to the date of this annual report were:Executive DirectorsMr.Ma Chin Chew(Chairman and Chief Executive Officer)M

245、s.Lim Siok Eng(Compliance Officer)Mr.Tang Hong LaiIndependent Non-executive DirectorsMr.Yuen Ka Lok ErnestMr.Sneddon Donald WilliamMr.Tan Jia KienThere is no significant change to the information of the Directors of the Company during their tenure required to be disclosed under Rule 17.50A(1)of the

246、GEM Listing Rules.CONFIRMATION OF INDEPENDENCEAn annual confirmation of independence pursuant to the requirements under Rule 5.09 of the GEM Listing Rules has been received from each of the INEDs.DIRECTORS AND SENIOR MANAGEMENTS BIOGRAPHIESBiographical details of the Directors and the senior managem

247、ent of the Group are set out on in the section headed“Biographies of Directors and Senior Management”in this annual report.DIRECTORS SERVICE CONTRACTSNo Director proposed for re-election at the forthcoming annual general meeting has a service contract with the Company which is not determinable by th

248、e Company within one year without payment of compensation,other than statutory compensation.PERMITTED INDEMNITYIn the FY2022,the Company has arranged Directors and officers liability insurance for all Directors and senior management of the Company.The insurance covers the corresponding costs,charges

249、,expenses and liabilities for legal action of corporate activities against them.EQUITY-LINKED AGREEMENTSNo equity-linked agreements were entered into by the Group during FY2022 or existed at the end of FY2022.PRE-EMPTIVE RIGHTSThere are no provisions for pre-emptive rights under the Articles or the

250、laws of the Cayman Islands,being the jurisdiction in which the Company was incorporated,which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD30Report of the DirectorsDIRECTORS AND CHIEF EXECUTIVES INTEREST AND/OR SHO

251、RT POSITIONS IN SHARES,UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND/OR ITS ASSOCIATED CORPORATIONAs at 31 March 2022,the interests and short positions in the shares,underlying shares and debentures of the Company or any of its associated corporations(within the meanings of Part XV of the Secu

252、rities and Futures Ordinance(Chapter 571 of the Law of Hong Kong)(the“SFO”)held by the Directors and chief executive of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests of short positions which any such

253、 Director or chief executive is taken or deemed to have under such provision of the SFO)or have been entered in the register maintained by the Company pursuant to Section 352 of the SFO,or otherwise have been notified to the Company and the Stock Exchange pursuant to Rules 5.45 to 5.67 of the GEM Li

254、sting Rules,were as follows:Long positions in shares of the CompanyName of the DirectorsCapacity/Nature of InterestNumber of Shares Held(1)Approximate PercentageMr.Ma Chin Chew(2)Interest of controlled corporation294,800,000(L)58.96%Ms.Lim Siok Eng(1)Interest of spouse294,800,000(L)58.96%Notes:(1)Th

255、e letter“L”denotes a person s long position(as defined under Part XV of the SFO)in the shares.(2)Radiant Grand International Limited is held as to 100%by Mr.Ma.Therefore,Mr.Ma is deemed to be interested in the shares which Radiant Grand International Limited is interested in by virtue of the SFO.Ms.

256、Lim Siok Eng is the spouse of Mr.Ma.Under the SFO,Ms.Lim Siok Eng is deemed to be interested in the shares of the Company held by Mr.Ma through Radiant Grand International Limited.Save as disclosed above,as at the date of this annual report,none of the Directors or chief executives of the Company ha

257、d any interests or short positions in any shares,underlying shares or debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(inc

258、luding interests and short positions which they were taken or deemed to have under such provisions of the SFO)or which was required,pursuant to Section 352 of the SFO,to be entered in the register referred to therein,or pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules to be notified to the Co

259、mpany and the Stock Exchange.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD31Report of the DirectorsSUBSTANTIAL SHAREHOLDERS INTERESTS AND OTHER PERSONS INTERESTS AND/OR SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANYAs at 31 March 2022,the following persons/entities(other than the Dir

260、ectors or chief executive of the Company)had,or were deemed to have,interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO,or which were recorded in the register re

261、quired to be kept by the Company under Section 336 of the SFO were as follows:Long positions in shares of the CompanyNameCapacity/Nature of InterestNumber of Shares Held(1)Approximate PercentageRadiant Grand International Limited(2)Beneficial owner294,800,000(L)58.96%Elite Ocean Ventures Limited(3)B

262、eneficial owner80,200,000(L)16.04%Mr.Lim Joo Boon(3)Interest of controlled corporation80,200,000(L)16.04%Ms.Tan Bee Hong(4)Interest of spouse80,200,000(L)16.04%Notes:(1)The letter“L”denotes a person s long position(as defined under Part XV of the SFO)in the shares.(2)Radiant Grand International Limi

263、ted is held as to 100%by Mr.Ma.Therefore,Mr.Ma is deemed to be interested in the shares which Radiant Grand International Limited is interested in by virtue of the SFO.(3)Elite Ocean Ventures Limited is held as to 100%by Mr.Lim Joo Boon.Therefore,Mr.Lim is deemed to be interested in the shares which

264、 Elite Ocean Ventures Limited is interested in by virtue of the SFO.(4)Ms.Tan Bee Hong is the spouse of Mr.Lim Joo Boon.Under the SFO,Ms.Tan Bee Hong is deemed to be interested in the shares of the Company held by Mr.Lim Joo Boon through Elite Ocean Ventures Limited.Save as disclosed above,as at the

265、 date of this annual report,the Company has not been notified of any other interests or short positions in the shares or underlying shares of the Company which were acquired to be notified to the Company under Divisions 2 and 3 of Part XV of the SFO or were recorded in the register to be kept by the

266、 Company under Section 336 of the SFO.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD32Report of the DirectorsKEY RELATIONSHIPS WITH STAKEHOLDERSEmployeesThe Group recognises employees as our valuable assets.The Group provide competitive remuneration package to attract,motivate and retain appropriate and

267、suitable personnel to serve the Group.The Group have also adopted an annual review system to assess the performance of staff,which forms the basis of our decisions with respect to salary raises and promotions.CustomersWe have established long-term business relationships with some of customers for ov

268、er 10 years.The Group s sales and marketing team maintains contacts with these customers on a regular basis to understand their needs and to provide support to their business.The credit terms granted to the Group s major customers are in line with those granted to the Group s other customers.For a d

269、etailed discussion of the credit terms granted to the Group s customers,and the recoverability and the concentration of credit risk of the Group s trade receivables,please refer to Notes 3 and 20 of Notes to the Consolidated Financial Statements respectively.SuppliersThe Group encompasses working re

270、lationships with suppliers to meet customers needs in an effective and efficient manner.The Group communicate with suppliers regularly to ensure that they are committed to delivering high-quality and sustainable products and services.We select suppliers from our pre-approved list of suppliers.The Gr

271、oup is committed to establishing close and long-term cooperation relationships with its business partners.MAJOR CUSTOMERS AND SUPPLIERSIn the year under review,sales to the Group s five largest customers accounted for approximately 25%of the total sales for the year and sales to the largest customer

272、 included therein amounted to approximately 10%.Purchases from the Group s five largest suppliers accounted for approximately 63%of the total purchases for the year and purchase from the largest supplier included therein amounted to approximately 22%.None of the Directors or any of their associates

273、or any shareholders(which,to the best knowledge of the Directors,own more than 5%of the Company s issued share capital)had any beneficial interest in the Group s five largest customers or suppliers.DIRECTORS MATERIAL INTERESTS IN TRANSACTIONS,ARRANGEMENTS AND CONTRACTS THAT ARE SIGNIFICANT IN RELATI

274、ON TO THE COMPANYS BUSINESSNo transactions,arrangements and contracts of significance in relation to the Group s business to which the Company s subsidiaries,fellow subsidiaries or its parent company was a party and in which a director of the Company had a material interest,whether directly or indir

275、ectly,subsisted at the end of the year or at any time during the year.MANAGEMENT CONTRACTSNo contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the year.ANNUAL REPORT 2022 EGGRICULTURE FOODS L

276、TD33Report of the DirectorsDIRECTORS RIGHTS TO ACQUIRE SHARES OR DEBENTURESAt no time during the FY2022 were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company granted to any Director or their respective associates,or were any such rights exercised by th

277、em;or was the Company,its holding company,or any of its subsidiaries or fellow subsidiaries a party to any arrangement to enable the Directors to acquire such rights in any other body corporate.CONNECTED TRANSACTIONS AND CONTINUING CONNECTED TRANSACTIONSDuring the FY2022,the Group had no transaction

278、s which need to be disclosed as connected transactions in accordance with the requirements of the GEM Listing Rules.COMPETING BUSINESS AND CONFLICT OF INTERESTSAs at the date of report,none of the Directors,substantial shareholders of the Company and any of their respective associates(as defined in

279、the GEM Listing Rules)has engaged in any business that competes or may compete,either directly,or indirectly,with the business of the Group or has any other conflict of interests with the Group.DEED OF NON-COMPETITIONAs disclosed in the section headed“Relationship with Controlling Shareholders Non-C

280、ompetition undertakings”in the Prospectus,the controlling shareholders of the Company have entered into a deed of non-competition dated 15 August 2018,which contains certain non-compete undertakings(the“Non-Compete Undertakings”)in favour of the Company(for itself and as trustee for each member of t

281、he Group).Pursuant to these Non-Compete Undertakings,the controlling shareholders of the Company have unconditionally and irrevocably undertaken to the Company(for itself/himself and for the benefits of members of our Group)that it/he would not,and would procure that its/his close associates(other t

282、han any members of our Group)would not,directly or indirectly,either on its/his own account or in conjunction with or on behalf of any person,firm or company,among other things,carry on,participate or be interested or engaged in or acquire or hold(in each case whether as a shareholder,director,partn

283、er,agent,employee,or otherwise,and whether for profit,reward or otherwise)any activity or business which is or may be in competition,directly or indirectly,with the business carried on or contemplated to be carried on by any member of our Group from time to time.The Company has received written conf

284、irmation from each of the controlling shareholders of the Company which confirmed that he/it has complied with the Deed of Non-Competition for the FY2022.PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESNeither the Company nor any of its subsidiaries had purchased,sold or redeemed any of

285、 the Company s securities during the FY2022.CORPORATE GOVERNANCE CODE(THE“CODE”)Details of the corporate governance practice adopted by the Company are set out on pages 17 to 26 of this annual report.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD34Report of the DirectorsSHARE OPTION SCHEMEThe Company has

286、 conditionally adopted a share option scheme(the“Scheme”)on 15 August 2018,the principal terms of which are set out in the Appendix V to the Prospectus.The terms of the Scheme are in accordance with the provisions of Chapter 23 of the GEM Listing Rules.For the FY2022,no share option was granted,exer

287、cised,expired or lapsed or cancelled and there is no outstanding share option under the Scheme.(1)The purpose of the Share Option Scheme is a share incentive scheme and is established to recognise and acknowledge the contributions of the eligible participant(as defined in paragraph(b)below)have had

288、or may have made to our Group.(2)Eligible participant includes(i)any Directors(including non-executive Director and independent non-executive Directors)and any employee(whether full time or part time)of the Group;(ii)any advisers,consultants,suppliers,customers and agents to our Group;and(iii)any ot

289、her person,who at the sole discretion of the Board,has contributed to the Group.(3)The total number of shares in respect of which options may be granted under this Scheme and any other share option schemes shall not in aggregate exceed 50,000,000 shares,being 10%of the total number of shares in issu

290、e.(4)Unless there is prior approval from the Company s shareholders,the total number of shares issued and to be issued upon exercise of the options granted to each eligible participant(including both exercise and outstanding options under the Scheme)in any 12-month period shall not exceed 1%of the i

291、ssued shares.Where any further grant of options to an eligible participant would result in excess of such limit,such further grant must be subject to the approval of the Company s shareholders at general meeting with such eligible participant and his close associates abstaining from voting.(5)Upon a

292、cceptance of an option to subscribe for shares granted pursuant to the Scheme,the eligible participant shall pay HK$1.00 to the Company by way of consideration for the grant.To the extent that the offer to grant an option is not accepted by any prescribed acceptance date,it shall be deemed to have b

293、een irrevocably declined.(6)Options may be exercised at any time during a period commencing on or after the date on which the option is accepted and granted and expiring on a date to be notified by the Board to each grantee which shall not be more than 10 years from the date on which the option is a

294、ccepted and granted.(7)The subscription price shall be such price as determined on the date of grant by the Board,and shall be at least the highest of:(a)the closing price per share as stated in the Stock Exchange s daily quotation sheet on the offer date;(b)the average of the closing prices per sha

295、re as stated in the Stock Exchange s daily quotation sheets for the five business days immediately preceding the offer date;and(c)the nominal value of the share.(8)The Scheme shall be valid and effective for a period of ten years commencing from the date of adoption,after which no further options wi

296、ll be offered or granted but the provisions of the Scheme shall remain in full force and effect in all other aspects with respect to options granted during the life of the Share Option Scheme.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD35Report of the DirectorsSUFFICIENCY OF PUBLIC FLOATTo the best kno

297、wledge of the Directors and based on information that is publicly available to the Company,at least 25%of the Company s issued share capital were held by the public as at the date of this annual report.AUDITORMazars LLP in Singapore was appointed as auditors of the Company with effect from 5 January

298、 2022 to fill the causal vacancy arising from the resignation of PricewaterhouseCoopers LLP in Singapore.Save as disclosed above,there have been no change of auditors of the Company for the past three years.The consolidated financial statements for the year ended 31 March 2022 were audited by Mazars

299、 LLP in Singapore,who shall retire and,being eligible,offer themselves for re-appointment at the AGM.A resolution for the re-appointment of Mazar LLP in Singapore as auditors of the Company will be proposed at the AGM.AUDIT COMMITTEEThe Audit Committee has discussed and reviewed the annual report fo

300、r the FY2022,and is of the opinion that such results complied with the applicable accounting standards,the requirements under the GEM Listing Rules and other applicable legal requirements,and that adequate disclosures has been made.On behalf of the BoardEggriculture Foods Ltd.Mr.Ma Chin ChewChairman

301、,Chief Executive Officer and Executive DirectorSingapore,22 June 2022ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD36Independent Auditor s ReportINDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EGGRICULTURE FOODS LTD.(INCORPORATED IN CAYMAN ISLANDS WITH LIMITED LIABILITY)OUR OPINIONWe have audited the

302、consolidated financial statements of Eggriculture Foods Ltd.(the“Company”)and its subsidiaries(hereinafter collectively referred to as the“Group”)set out on pages 41 to 99,which comprise the consolidated statement of financial position of the Group at 31 March 2022,and the consolidated statement of

303、comprehensive income,consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the year then ended,and notes to the consolidated financial statements,including a summary of significant accounting policies.In our opinion,the consolidated financial statement

304、s give a true and fair view of the consolidated financial position of the Group as at 31 March 2022,and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards(“IFRSs”)issued by the International

305、 Accounting Standards Board,and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.BASIS FOR OPINIONWe conducted our audit in accordance with International Standards on Auditing(“ISA”).Our responsibilities under those standards are further

306、 described in the Auditor s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.We are independent of the Group in accordance with International Code of Ethics for Professional Accountants(including International Independence Standards)issued by the Internat

307、ional Ethics Standards Board for Accountants(“IESBA Code”),and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.ANNUAL REPORT 2022 EGGRICULTURE FO

308、ODS LTD37Independent Auditor s ReportKEY AUDIT MATTERKey audit matter is that matter,in our professional judgement,was of most significance in our audit of the consolidated financial statements of the current financial year.This matter was addressed in the context of our audit of the consolidated fi

309、nancial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion on this matter.Key Audit MatterOur audit responseValuation of biological assetsRefer to Note 14 of the consolidation financial statements.As at 31 March 2022,the fair value of the Groups biologi

310、cal assets amounts to S$7.9 million,accounting for 10.85%of the Group s total assets.The value of biological assets is measured at fair value less costs to sell.The fair value is derived based on the discounted cash flow of the underlying biological assets which requires estimates for market price o

311、f the agriculture produce,purchase price of immature hens,mortality rate and expenses incurred to bring these hens to maturity when commercial egg production commences.We focused on this area due to the significant judgement and estimation uncertainties included in the valuation of the biological as

312、sets.Our audit procedures include,and are not limited to,the following:Assessed the competence,capabilities,and objectivity of the professional valuer engaged by the Group;Validated,on a sample basis,the accuracy of underlying financial information provided by management to the valuer;Engaged valuat

313、ion specialist to independently assess the appropriateness of valuation methodologies and selected valuation assumptions adopted for the underlying valuation;and Assessed the appropriateness of the presentation and disclosure in the consolidated financial statements.ANNUAL REPORT 2022 EGGRICULTURE F

314、OODS LTD38Independent Auditor s ReportOTHER MATTERThe consolidated financial statements of the Group for the financial year ended 31 March 2021 were audited by another firm of auditors who expressed an unmodified opinion on those statements on 22 June 2021.OTHER INFORMATIONThe directors of the Compa

315、ny are responsible for the other information.The other information comprises the information included in the annual report,other than the consolidated financial statements and the independent auditor s report thereon.Our opinion on the consolidated financial statements does not cover the other infor

316、mation and we do not express any form of assurance conclusion thereon.In connection with our audit of the consolidated financial statements,our responsibility is to read the other information identified above and,in doing so,consider whether the other information is materially inconsistent with the

317、consolidated financial statements or our knowledge obtained in the audit,or otherwise appears to be materially misstated.If,based on the work we have performed,we conclude that there is a material misstatement of this other information,we are required to report that fact.We have nothing to report in

318、 this regard.RESPONSIBILITIES OF DIRECTORS AND THE AUDIT COMMITTEE FOR THE CONSOLIDATED FINANCIAL STATEMENTSThe directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRSs and the disclosure requirement

319、s of the Hong Kong Companies Ordinance,and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,whether due to fraud or error.In preparing the consolidated financial statements,the di

320、rectors of the Company are responsible for assessing the Group s ability to continue as a going concern,disclosing,as applicable,matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Group or to cease opera

321、tions,or have no realistic alternative but to do so.The Audit Committee is responsible for overseeing the Group s financial reporting process.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD39Independent Auditor s ReportAUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTSOur obj

322、ectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,whether due to fraud or error,and to issue an auditor s report that includes our opinion.This report is made solely to you,as a body,and for no other purpose.

323、We do not assume responsibility towards or accept liability to any other person for the contents of this report.Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists.Misstateme

324、nts can arise from fraud or error and are considered material if,individually or in the aggregate,they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with ISA,we exercise profes

325、sional judgement and maintain professional scepticism throughout the audit.We also:Identify and assess the risks of material misstatement of the consolidated financial statements,whether due to fraud or error,design and perform audit procedures responsive to those risks,and obtain audit evidence tha

326、t is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion,forgery,intentional omissions,misrepresentations,or the override of internal control.Ob

327、tain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Group s internal control.Evaluate the appropriateness of accounting policies used

328、 and the reasonableness of accounting estimates and related disclosures made by the directors.Conclude on the appropriateness of the directors use of the going concern basis of accounting and,based on the audit evidence obtained,whether a material uncertainty exists related to events or conditions t

329、hat may cast significant doubt on the Group s ability to continue as a going concern.If we conclude that a material uncertainty exists,we are required to draw attention in our auditor s report to the related disclosures in the consolidated financial statements or,if such disclosures are inadequate,t

330、o modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor s report.However,future events or conditions may cause the Group to cease to continue as a going concern.Evaluate the overall presentation,structure and content of the consolidated financial s

331、tatements,including the disclosures,and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities w

332、ithin the Group to express an opinion on the consolidated financial statements.We are responsible for the direction,supervision and performance of the group audit.We remain solely responsible for our audit opinion.ANNUAL REPORT 2022 EGGRICULTURE FOODS LTD40Independent Auditor s ReportAUDITORS RESPON

333、SIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)We communicate with the Audit Committee regarding,among other matters,the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internal control that we identify during our audit.We also provide the Audit Committee with a statement that we have complied with relevant