LEGIONCONSO：ANNOUNCEMENTOFANNUALRESULTSFORTHEYEARENDED31DECEMBER2020.pdf

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1、 1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in rel

2、iance upon the whole or any part of the contents of this announcement.Legion Consortium Limited(Incorporated in the Cayman Islands with limited liability)(Stock code:2129)ANNOUNCEMENT OF ANNUAL RESULTSFOR THE YEAR ENDED 31 DECEMBER 2020The board(the“Board”)of directors(the“Directors”)of Legion Conso

3、rtium Limited(the“Company”)is pleased to present the audited consolidated results of the Company and its subsidiaries(hereinafter collectively referred to as the“Group”)for the year ended 31 December 2020 together with comparative figures for the corresponding period for the year ended 31 December 2

4、019 as follows:CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended 31 December 2020Notes20202019 S$S$Revenue640,294,65543,676,296Cost of services(26,409,962)(26,633,370)Gross profit13,884,69317,042,926Other income71,301,730425,529Other(losses)and gains8(5,061)34

5、,511Selling expense(50,346)(64,749)Administrative expenses(8,283,029)(8,226,288)Impairment gains and losses(including reversals of impairment losses)on financial assets104,092(478,213)Finance costs9(243,904)(140,436)Listing expenses10(1,477,675)(1,032,245)Profit before tax5,230,5007,561,035Income ta

6、x expense11(973,280)(1,494,902)Profit and other comprehensive income for the year104,257,2206,066,133 Basic and diluted earnings per share(Singapore cents)140.420.60 2 CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2020Note20202019 S$S$ASSETS AND LIABILITIESNon-current assetsProperty,

7、plant and equipment157,973,7908,533,490Investment properties164,023,7954,212,935Intangible assets17133,265175,184Deposits19576,646436,414 12,707,49613,358,023 Current assetsTrade receivables189,914,73410,289,473Other receivables,deposits and prepayments192,004,8521,336,868Amount due from related par

8、ties206,1477,751Restricted bank deposit21450,000350,000Bank balances and cash2112,740,39311,152,613 25,116,12623,136,705 Current liabilitiesTrade and other payables224,115,8343,012,689Amount due to related parties2099,71197,440Bank borrowings2495,29294,082Lease liabilities232,585,2532,103,301Income

9、tax payable1,390,2211,434,598 8,286,3116,742,110 Net current assets16,829,81516,394,595 Non-current liabilityTrade and other payables22564,980272,318Bank borrowings241,001,2291,099,734Lease liabilities231,984,5282,729,788Provisions25480,000389,000Deferred tax liabilities26426,500438,924 4,457,2374,9

10、29,764 Total liabilities12,743,54811,671,874 Net assets25,080,07424,822,854 EQUITYShare capital27134,69814Reserves24,945,37624,822,840 Total equity attributable to owners of the Company25,080,07424,822,854 3 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the financial year ended 31 December 20201

11、 GENERALThe Company was incorporated and registered as an exempted company in the Cayman Islands with limited liability on 20 June 2018.The registered office of the Company is Windward 3,Regatta Office Park,PO Box 1350,Grand Cayman KY1-1108,Cayman Islands.The principal place of business of the Compa

12、ny in Singapore is at 7 Keppel Road,#03-22,Tanjong Pagar Complex,Singapore and in Hong Kong is at Unit 912,9/F.,Two Harbourbourt,22 Tak Fung Street,Hunghom,Kowloon,Hong Kong.The Company is an investment holding company.The Companys subsidiaries were engaged in the provision of trucking services,frei

13、ght forwarding services and value added transportation services(“VATS”).The shares of the Company were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the“Stock Exchange”)on 13 January 2021.Mirana Holdings Limited(“Mirana Holdings”),a company incorporated in the British Virgin I

14、slands(the“BVI”),is the immediate holding company of the Company,and in the opinion of the Directors,which is also the ultimate holding company of the Company.The Company has direct and indirect interests in its subsidiaries,all of which are private limited liability companies(or,if incorporated out

15、side Hong Kong,have substantially similar characteristics to a private company incorporated in Hong Kong),the particulars of which are set out below:Company nameCountry of incorporationPercentage of equityattributable to the CompanyPrincipal activitiesDirectIndirect%Held by the CompanyClear Bliss Ho

16、ldings Limited(“Clear Bliss”)BVI100Investment holdingHeld through a subsidiaryRejoice Container Services (Pte)Ltd(“Rejoice”)Singapore100Trucking and VATSRadiant Overseas Pte Ltd (“Radiant”)Singapore100Freight forwardingRichwell Global Forwarding Pte.Ltd.(“Richwell”)Singapore100Freight forwardingReal

17、 Time Forwarding Pte.Ltd.(“Real Time Forwarding”)Singapore100Freight forwarding 4 The historical financial information are expressed in Singapore dollars(“S$”),which is also the functional currency of the Company.No statutory financial statements of the Company have been prepared since its date of i

18、ncorporation as it is incorporated in the jurisdiction where there are no statutory audit requirements.2 GROUP REORGANISATION AND BASIS OF PREPARATION AND PRESENTATION OF THE HISTORICAL FINANCIAL INFORMATIONThe historical financial information has been prepared based on the accounting policies which

19、 conform with International Financial Reporting Standards(“IFRSs”)issued by the International Accounting Standard Board(“IASB”),and the principles of common control combination has been applied for the preparation of the historical financial information.In preparing for the initial listing of the sh

20、ares of the Company on the Stock Exchange,the companies comprising the Group underwent a group reorganisation(the“Reorganisation”)as described below.Prior to the Reorganisation and throughout the years ended 31 December 2017,2018 and 2019(the“Track Record Period”),Mr.Ng Choon Eng(“Mr.Ng”),an executi

21、ve Director,controlled Rejoice,Radiant,Richwell and Real Time Forwarding,the major operating subsidiaries of the Group.The Reorganisation comprised of the following steps:On 1 November 2017,Clear Bliss was incorporated in the BVI with limited liability and is authorised to issue a maximum of 50,000

22、shares of a single class with a par value of United States dollars(“US$”)1.00 each.On 16 March 2018,2 ordinary shares of par value of US$1.00 were allotted and issued to Mr.Ng,representing 100%of the then total issued share capital of Clear Bliss,for cash at par.On 2 April 2018,pursuant to an agreem

23、ent,(i)under the instructions of Mr.Ng,Mr.Ng Kong Hock(the son of Mr.Ng,as trustee for Mr.Ng)transferred 250,000 ordinary shares in Rejoice,representing 25%of the issued share capital of Rejoice to Clear Bliss at a consideration of S$3,231,910;and(ii)Mr.Ng transferred 750,000 ordinary shares in Rejo

24、ice,representing 75%of the issued share capital of Rejoice to Clear Bliss at a consideration of S$9,695,730.In consideration of the transfers,Clear Bliss issued and allotted a total of 2 ordinary shares in Clear Bliss,credited as fully paid-up to Mr.Ng.On 2 April 2018,pursuant to an agreement,(i)und

25、er the instructions of Mr.Ng,Mr.Gilbert Ho Chee Wee,(as trustee for Mr.Ng)transferred 60,000 ordinary shares in Radiant,representing 30%of the issued share capital of Radiant,to Clear Bliss at a consideration of S$825,720;and(ii)Mr.Ng transferred 140,000 ordinary shares in Radiant,representing 70%of

26、 the issued share capital of Radiant,to Clear Bliss at a consideration of S$1,926,680.In consideration of the transfer,Clear Bliss issued and allotted a total of 2 ordinary shares in Clear Bliss,credited as fully paid-up to Mr.Ng.5 On 2 April 2018,pursuant to an agreement,(i)under the instructions o

27、f Mr.Ng,Mr.Stephen Yeo Teck Nan(as trustee for Mr.Ng)transferred 150,000 ordinary shares in Richwell,representing 30%of the issued share capital of Richwell,to Clear Bliss at a consideration of S$918,850;(ii)under the instructions of Mr.Ng,Ms.Khoo Zi Qi,Evelyn(as trustee for Mr.Ng)transferred 50,000

28、 ordinary shares in Richwell,representing 10%of the issued share capital of Richwell,to Clear Bliss at a consideration of S$306,283;and(iii)Mr.Ng transferred 300,000 ordinary shares in Richwell,representing 60%of the issued share capital of Richwell,to Clear Bliss at a consideration of S$1,837,700.I

29、n consideration of the transfers,Clear Bliss issued and allotted a total of 2 ordinary shares in Clear Bliss,credited as fully paid-up to Mr.Ng.On 2 April 2018,pursuant to the agreement,Mr.Ng transferred 300,000 ordinary shares in Real Time Forwarding,representing the entire issued share capital of

30、Real Time Forwarding to Clear Bliss at a consideration of S$572,958.In consideration of the aforesaid transfer,Clear Bliss issued and allotted a total of 2 ordinary shares in Clear Bliss,credited as fully paid-up to Mr.Ng.Upon completion of the above shares swap,Clear Bliss became the immediate hold

31、ing company of Rejoice,Radiant,Richwell and Real Time Forwarding.On 19 June 2018,Mirana Holdings(a company not forming part of the Group)was incorporated in the BVI with limited liability to act as Mr.Ngs holding company to hold his interests in the Company.It is authorised to issue a maximum of 50,

32、000 shares of a single class with a par value of US$1.00 each.On 19 June 2018,one ordinary share of par value of US$1.00 was allotted and issued to Mr.Ng,representing 100%of the total issued share capital of Mirana Holdings,for cash at par.On 20 June 2018,the Company was incorporated in the Cayman I

33、slands as an exempted company with limited liability.Its initial authorised share capital is Hong Kong dollars(“HK$”)380,000 divided into 38,000,000 shares of par value of HK$0.01 each.On 20 June 2018,one fully paid share was issued to the initial subscriber which was transferred to Mirana Holdings

34、on the same day.On 18 December 2020,pursuant to a sale and purchase agreement entered into between the Company and Mr.Ng,the Company agreed to acquire the entire issued share capital in Clear Bliss.In consideration of such acquisition,the Company allotted and issued 78,124,999 new shares to Mirana H

35、oldings,all credited as fully paid.The Group resulting from the Reorganisation,including the Company and its subsidiaries,have always been under the common control of the Controlling Shareholder throughout the Track Record Period or since their respective dates of incorporation where there is a shor

36、ter period,and before and after the Group Reorganisation.6 As a result,the historical financial information has been prepared under the principles of common control combination as if the Company had been the holding company of Clear Bliss,Rejoice,Radiant,Richwell and Real Time Forwarding throughout

37、the Track Record Period and as at each reporting date taking into account the respective date of incorporation of the group entities.The consolidated statements of profit or loss and other comprehensive income,consolidated statements of changes in equity and consolidated statements of cash flows for

38、 the Track Record Period include the results,changes in equity and cash flows of the companies comprising the Group as if the current group structure had been in existence throughout the Track Record Period,or since their respective date of incorporation,where there is a shorter period.The consolida

39、ted statements of financial position of the Group as at 31 December 2019 and 31 December 2020 have been prepared to present the assets and liabilities of the companies now comprising the Group,as if the current group structure has been in existence at those dates taking into account the respective d

40、ates of incorporation,where applicable.3.ADOPTION OF NEW AND REVEISED STANDARDSNew and amended IFRSs that are effective for the current yearIn the current year,the Group has applied the amendments to IFRS Standards and Interpretations issued by the IASB that are effective for an annual period that b

41、egins on or after 1 January 2020.Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements,except as discussed below:Impact of the initial application of Covid-19-Related Rent Concessions Amendment to IFRS 16In the current

42、 financial year,the Group has applied the amendment to IFRS 16(as issued by the IASB in May 2020)in advance of its effective date.The Group has applied the practical expedient retrospectively to all rent concessions that meet the conditions in IFRS 16:46B,and has not restated prior period figures.7

43、New and revised IFRS Standards in issue but not yet effectiveAt the date of authorisation of these consolidated financial statements,the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:IFRS 17Insurance Contracts1IFRS 10 and IAS 28(am

44、endments)Sale or Contribution of Assets between an investor and its Associate or Joint Venture4Amendments to IAS 1Classification of Liabilities as Current or Non-current1Amendments to IFRS 3Reference to the Conceptual Framework2Amendments to IAS 16Property,Plant and Equipment Proceeds before Intende

45、d Use 2Amendments to IAS 37Onerous Contracts Cost of Fulfilling a Contract2Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16 Interest Rate Benchmark Reform Phase 23Amendments to IAS 1 and IFRS Practice Statement 2Disclosure of Accounting Policies1Amendments to IAS 8Definition of Accounting Estim

46、ates1The directors do not expect that the adoption of the new and amendments to IFRSs and IASs listed above will have a material impact on the consolidated financial statements of the Group in future periods.1 Effective for annual periods beginning on or after 1 January 20232 Effective for annual pe

47、riods beginning on or after 1 January 20223 Effective for annual periods beginning on or after 1 January 20214 Date to be determined4 SIGNIFICANT ACCOUNTING POLICIESBasis of AccountingThe consolidated financial statements of the Group have been prepared in accordance with IFRS issued by the IASB.In

48、addition,the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange and the applicable disclosures required by the Companies Ordinance.8 5 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINT

49、YThe Groups management is required to make judgements,estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.The estimates and associated assumptions are based on historical experience and other factors that are considered to b

50、e relevant.Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period,or in the period of the revisio

51、n and future periods if the revision affects both current and future periods.6 REVENUE AND SEGMENT INFORMATIONRevenue represents the fair value of amounts received and receivable from provision of trucking services,freight forwarding services and VATS by the Group to external customers,also represen

52、ts the revenue from contracts with customers.This is consistent with the revenue information that is disclosed for each operating and reportable segment under IFRS 8.During the years ended 31 December 2020 and 2019,there is no inter-segment sales.Information is reported to the Mr.Ng,which is also th

53、e Chief Operating Decision Maker(“CODM”)of the Group,for the purposes of resource allocation and performance assessment.The CODM reviews segment revenue and results attributable to each segment,which is measured by reference to respective segments gross profit.The segment information is defined by n

54、ature of services provided:Trucking services Freight forwarding services VATSNo further detailed analysis of the Groups results nor assets and liabilities is regularly provided to the CODM for review.9 An analysis of the Groups revenue and segment result for the financial years are as follows:202020

55、19 S$S$Revenue from external customers Trucking services20,704,84621,845,794 Freight forwarding services15,440,73317,399,097 VATS4,149,0764,431,405 40,294,65543,676,296 Segment result Trucking services7,253,9379,117,494 Freight forwarding services4,627,4805,313,438 VATS2,003,2762,611,994 13,884,6931

56、7,042,926 The Group derives its revenue from provision of trucking services,freight forwarding services and VATS over time.As permitted under IFRS 15,the transaction price allocated to these unsatisfied contracts is not disclosed.During the years ended 31 December 2020 and 2019,the contract prices f

57、or trucking services and freight forward services are agreed based on factors such as weight and distance etc.and for VATS are based on storage space occupied and storage duration.The accounting policies for segment information are the same as Groups accounting policies with segment results represen

58、t the profit earned by each segment without allocation of other income,other gains and losses,selling expenses,administrative expenses,impairment gains and losses(including reversals of impairment losses),finance costs and listing expenses.Geographical informationThe Group principally operates in Si

59、ngapore,which is also the place of domicile.The Groups all non-current assets other than financial assets are all located in Singapore.10 Information about major customersAs at 31 December 2020 and 2019,no single customer contributes 10%or more of total revenue of the Group.7 OTHER INCOME20202019 S$

60、S$Government grants(Note 1)988,88822,621Interest income3,6953,092Rental income224,377337,748Yard utilities income41,32334,171Others43,44727,897 1,301,730425,529 Note 1:The government grants received mainly comprise Wage Credit Scheme(“WCS”),Productivity Innovation Credit(“PIC”),Temporary Employment

61、Credit(“TEC”),Special Employment Credit(“SEC”),Job Support Scheme(“JSS”)and Foreign Worker Levy Rebates(“FWL Rebates”),all of them are compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs.During the ye

62、ar ended 31 December 2020,the Group recognised grants of S$809,962,under JSS.Under this scheme,the government provides wage support to employers,helping businesses retain their local employees(including Singapore citizens and permanent residents)during the economic uncertainty caused by the Corona V

63、irus Disease 2019(“COVID-19”).During the year ended 31 December 2020,the Group received rebates of S$105,000,under FWL.Under this scheme,the government provides support to firms with workers who are unable to work during the economic uncertainty caused by the COVID-19.The remaining balances of grant

64、s are incentives received upon fulfilling the conditions for compensation of expenses already incurred or as immediate financial support with no future related costs nor related to any assets.11 8 OTHER(LOSSES)AND GAINS20202019 S$S$Gain on disposal of property and equipment,net9607,373Net foreign ex

65、change(losses)gains(11,413)27,138Others5,392 (5,061)34,511 9 FINANCE COSTS20202019 S$S$Interest on:Bank borrowings32,66130,254 Lease liabilities211,243110,182 243,904140,436 12 10 PROFIT FOR THE YEARProfit for the year has been arrived at after charging(crediting):20202019 S$S$Depreciation of proper

66、ty,plant and equipment Recognised as cost of services2,670,7801,461,770 Recognised as administrative expenses310,319198,626 2,981,0991,660,396 Depreciation of investment property189,140189,140Amortisation of intangible assets48,11437,570Audit fee paid or payable to auditors of the Company180,00055,0

67、00Non-audit fee paid or payable to auditors of the Company16,00016,000Audit fees in connection with the listing of the Company(Note i)322,688197,250Listing expenses(Note i)1,477,6751,032,245Directors remuneration(Note 12)1,046,600916,600Other staff costs:Salaries and other benefits7,448,0497,716,262

68、 Contributions to CPF580,495582,043 Total staff costs(including directors remuneration)(Note ii)9,075,1449,214,905 Gross rental income from investment property recognised as other income(Note 7)(224,377)(337,748)Less:Direct operating expenses incurred for investment property that generated rental in

69、come234,631267,494 10,254(70,254)Rent waivers(Note iii)269,196 Notes:(i)Included in listing expenses are audit fees of S$322,688(2019:S$197,250)paid or payable to auditors of the Company and other assurance fees of S$186,836(2019:S$182,798)paid or payable to other auditors of the Group in connection

70、 with the listing of the Company.(ii)The total staff costs of S$2,875,343(2019:S$2,998,051)is included in cost of services and S$6,199,801(2019:S$6,216,854)is included in administrative expenses respectively.(iii)These are rent relief received from the lessors which are direct consequences of COVID-

71、19 pandemic.All the eligible rent concessions have been recognised as a reduction against rental in cost of sales as at 31 December 2020.13 11 INCOME TAX EXPENSE20202019 S$S$Tax expense comprises:Current tax:Singapore corporate income tax(“CIT”)1,028,1711,416,479 (Over)Under provision in prior years

72、(42,467)43,423 Deferred tax expense(Note 26)(12,424)35,000 973,2801,494,902 Singapore CIT is calculated at 17%of the estimated assessable profit and the subsidiaries in Singapore further eligible for CIT rebate of 25%capped at S$15,000 for the Year of Assessment 2020 and nil for Year of Assessment 2

73、021,determined based on financial year end date of the group companies.In Year of Assessment 2020 and 2021,Rejoice,Richwell,Radiant and Real Time can enjoy 75%tax exemption on the first S$10,000 of chargeable income and a further 50%tax exemption on the next S$190,000 of chargeable income.The income

74、 tax expense for the year can be reconciled to the profit before taxation per the consolidated statement of profit or loss and other comprehensive income as follows:20202019 S$S$Profit before taxation5,230,5007,561,035 Tax at applicable tax rate of 17%889,1851,285,376Tax effect of expenses not deduc

75、tible for tax purpose340,494255,134Tax effect of income not taxable for tax purpose(141,031)Effect of tax concessions and partial tax exemptions(72,251)(89,031)(Over)Under provision of current tax in prior years(42,467)43,423Others(650)Taxation for the year973,2801,494,902 14 12 DIRECTORS AND CHIEF

76、EXECUTIVES EMOLUMENTSMr.Yeo Teck Chuan,Mr.Wong Kwun Ho and Mr.Ho Wing Sum were appointed as the independent non-executive Directors on 18 December 2020 and are entitled a directors fee commencing from the Listing Date.During the years ended 31 December 2020 and 2019,the emoluments paid or payable to

77、 the directors and chief-executive of the Company(including emoluments for services as employee/directors of the Group prior to becoming the directors of the Company)by entities comprising the Group as follows:Year ended 31 December 2020FeesDiscretionary bonus(Note a)Salaries and allowancesContribut

78、ionsto retirement benefit scheme(Note b)Total S$S$S$S$S$Executive DirectorsMr.Ng48,000176,000528,00013,260765,260Mr.Ng Kong Hock24,00060,000180,00017,340281,340 72,000236,000708,00030,6001,046,600 Year ended 31 December 2019FeesDiscretionary bonus(Note a)Salaries and allowancesContributionsto retire

79、mentbenefit scheme(Note b)Total S$S$S$S$S$Executive DirectorsMr.Ng48,00088,000528,00013,260677,260Mr.Ng Kong Hock12,00030,000180,00017,340239,340 60,000118,000708,00030,600916,600 15 Notes:(a)The discretionary bonus is determined by reference to the duties and responsibilities of the relevant indivi

80、dual within the Group and the Groups performance(b)No other retirement benefits were paid to directors in respect of their respective services in connection with the management of the affairs of the Company or its subsidiaries undertaking.During the years ended 31 December 2020 and 2019,no remunerat

81、ion was paid by the Group to the director of the Company as an inducement to join or upon joining the Group or as compensation for loss of office and none of the directors waived any remuneration.13 DIVIDENDSDuring the year ended 31 December 2019No dividend declared or paid during the year ended 31

82、December 2019.During the year ended 31 December 2020Clear Bliss declared a dividend of S$4,000,000 in respect of the financial year ended 31 December 2019.The dividend was paid out during the year ended 31 December 2020.No dividend was paid or declared by the Company since its incorporation or subse

83、quent to the year end.14 EARNINGS PER SHARE20202019 Profit for the year attributable to the owners of the Company(S$)4,257,2206,066,133Weighted average number of ordinary shares in issue1,015,625,0001,015,625,000Basic and diluted earnings per share(S$cents)0.420.60 The calculation of basic earnings

84、per share for the years ended 31 December 2020 and 2019 is based on the profit for the year attributable to owners of the Company and the weighted average number of shares in issue.The weighted number of ordinary shares for the purpose of calculating basic earnings per share for the year ended 31 De

85、cember 2019 had been determined on the assumption that the Group Reorganisation to enable the Company to become the holding Company of the Group had been effective on 1 January 2019 and 1,015,625,000 shares in issue upon completion of the Group Reorganisation as detailed in Note 2.16 Diluted earning

86、s per share is the same as the basic earnings per share because the Group has no dilutive securities that are convertible into shares during the years ended 31 December 2020 and 2019.15 PROPERTY,PLANT AND EQUIPMENTMachineryComputerand office equipmentMotorvehiclesLeasehold buildingsLeasehold improve

87、mentFurnitureand fittingsTotal S$S$S$S$S$S$S$Cost:At 1 January 20191,304,784449,03812,488,72055,5771,064,02952,09715,414,245 Additions21,8381,034,5204,865,3467105,922,414 Disposals/Written off(485,874)(485,874)At 31 December 20191,304,784470,87613,037,3664,920,9231,064,02952,80720,850,785 Additions9

88、2,05148,3832,225,11857,9441,7592,425,255 Disposals/Written off(39,149)(55,577)(94,726)At 31 December 20201,304,784523,77813,085,7497,090,4641,121,97354,56623,181,314 Accumulated depreciation:At 1 January 2019971,350263,9148,839,7335,271993,39242,78811,116,448 Charge for the year144,50781,118624,3297

89、74,12932,1264,1871,660,396 Disposals/Written off(459,549)(459,549)At 31 December 20191,115,857345,0329,004,513779,4001,025,51846,97512,317,295 Charge for the year144,50776,297673,8882,048,89033,5603,9572,981,099 Disposals/Written off(35,293)(55,577)(90,870)At 31 December 20201,260,364386,0369,678,40

90、12,772,7131,059,07850,93215,207,524 Carrying amounts:At 31 December 2019188,927125,8444,032,8534,141,52338,5115,8328,533,490 At 31 December 202044,420137,7423,407,3484,317,75162,8953,6347,973,790 For the year ended 31 December 2020,there were additions of S$2,425,255(2019:S$5,922,414)including non-c

91、ash additions of right-of-use assets of S$2,274,688(2019:S$5,642,434).17 For year ended 31 December 2020,the disposals refers to early termination of a lease under IFRS 16 with carrying values of a right-of-use assets and corresponding lease liability of S$3,856 and S$4,816 measured at the date of d

92、erecognition,respectively,the gain amounted to S$960 has been recognised in other gains and losses(Note 8).The above items of property,plant and equipment are depreciated on a straight-line basis at the following useful lives:Machinery 5 yearsCompany and office equipment 3 5 yearsMotor 10 yearsLease

93、hold buildings Lease terms of 2 3 yearsLeasehold improvement Shorter of 5 years and lease termFurniture and fittings 3 5 yearsThe carrying value of rights-of-use assets and the depreciation by classes of rights-of-use assets are set out as below:20202019 S$S$Carrying valuesLeasehold buildings4,317,7

94、514,141,523Computer and office equipment49,91624,660Motor vehicles1,217,4171,370,058 5,585,0845,536,241 Depreciation recognised in profit and lossLeasehold buildings2,048,890774,129Computer and office equipment18,65422,004Motor vehicles152,641135,134 2,220,185931,267 AdditionsLeasehold buildings(Not

95、e A)2,225,1184,865,346Computer and office equipment49,570Motor vehicles777,088 2,274,6885,642,434 Note:(A)For the year ended 31 December 2020,the additions of leasehold buildings include S$91,000(2019:Nil)of reinstatement costs.18 16 INVESTMENT PROPERTIES20202019 S$S$Cost:At beginning and end of the

96、 year5,528,3415,528,341 Accumulated depreciation:At beginning of the year1,315,4061,126,266 Charge for the year189,140189,140 At end of the year1,504,5461,315,406 Carrying amount:At end of the year4,023,7954,212,935 The investment properties comprise industrial properties that are leased to external

97、 customers.The leases contain initial non-cancellable period of between 1 to 4 years.Subsequent renewal are negotiated with the lessees.Investment properties with net carrying value amounting to S$1,780,090(2019:S$1,856,449)are mortgaged to the bank to secure bank loans(Note 24).The above items of i

98、nvestment properties are depreciated on a straight-line basis over 30 years after taking into account the residual values.As at 31 December 2020,the fair values of the investment property amounted to S$5,900,000(2019:S$5,900,000).The fair value as at 31 December 2019 have been arrived at by manageme

99、nt and are based on valuations carried out by Ravia Global Appraisal Advisory Limited.The fair values are based on comparable market transactions of similar properties in the neighbourhood that have been transferred in the open market.The investment properties are categorised within level 3 of the f

100、air value hierarchy.In estimating the fair value of the property,the highest and best use of the property is its current use.19 17 INTANGIBLE ASSETS20202019 S$S$Cost:At beginning of year336,446243,541 Additions6,19592,905 At end of year342,641336,446 Accumulated amortisation:At beginning of year161,

101、262123,692 Charge for the year48,11437,570 At end of year209,376161,262 Carrying values At end of year133,265175,184 The intangible assets included above consist of software with useful live of 3 to 5 years,over which the assets are amortised,after taking into account the residual values.18 TRADE RE

102、CEIVABLES20202019 S$S$Trade receivables10,064,01110,745,473Allowance for doubtful receivable(149,277)(456,000)9,914,73410,289,473 The Group provides trucking services to new customers at cash upon delivery and grants credit terms to other customers typically ranging from 30 to 90 days from the invoi

103、ce date for trade receivables.20 The following is an aged analysis of trade receivables,net of allowance for doubtful debts,presented based on the invoice date which approximated the revenue recognition date at the end of each financial year:20202019 S$S$Within 30 days4,111,0774,317,66731 days to 60

104、 days3,037,0133,252,34061 days to 90 days1,357,6591,578,98991 days to 180 days738,419973,120181 days to 1 year333,811115,965Over 1 year336,75551,392 9,914,73410,289,473 The following table shows the movement in lifetime ECL that has been recognised for trade receivables under the simplified approach

105、.Lifetime ECL(credit-impaired)S$1 January 2019466,986Credit impaired receivable(individually assessed)478,213Write-offs(489,199)31 December 2019456,000Credit impaired receivable(individually assessed)161,908Write-offs(202,631)Reversal of provision from prior year(266,000)31 December 2020149,277 21 1

106、9 OTHER RECEIVABLES,DEPOSITS AND PREPAYMENTS20202019 S$S$Rental and other deposits(Note a)794,348664,938Prepayments179,15619,770Staff advances49,20056,050Grant receivable(Note b)101,017Deferred issue costs(Note 10)1,062,645719,639Issue costs reimbursable by a shareholder(Note c)354,215239,880Others4

107、0,91773,005 2,581,4981,773,282 Analysed as:Current2,004,8521,336,868 Non-current576,646436,414 2,581,4981,773,282 Note:(a)The deposit balances pertain to non-current deposit of yard rental amounted to S$576,646(2019:S$436,414).(b)As at 31 December 2020,the Group was eligible for the Job Support Sche

108、me(“JSS”),a government grant announced to provide wage support to employers to help them retain their local employees(Singapore Citizens and Permanent Residents)during the period of economic uncertainty caused by the COVID-19.The Group has fulfilled the conditions to receive the grant,hence a grant

109、receivable and a deferred grant income(Note 22)were recognised as at 31 December 2020.(c)The balance is interest free and will be repaid within 12 months from the date of this report.20 AMOUNT DUE FROM(TO)RELATED PARTIESThe average credit period for services provision from/to the related parties is

110、30 days.The balances as at 31 December 2020 are aged within 30 days(2019:30 days)presented based on the invoice date.22 21 BANK BALANCES AND CASH20202019 S$S$Cash and bank balances12,740,39311,152,613Pledged deposits450,000350,000 13,190,39311,502,613Less:Pledged deposits(450,000)(350,000)Cash and c

111、ash equivalents in the consolidated statement of cash flows12,740,39311,152,613 As at 31 December 2020,bank balances of S$12,740,393(2019:S$11,152,613)carry interest ranging from 0.01%to 0.05%(2019:0.01%to 0.05%)per annum.As at 31 December 2020,included in the pledged deposit of S$450,000(2019:S$350

112、,000)represents restricted bank deposit for issuance of letter of credits with original maturity of 6 months to 1 year and being renewed automatically by month.22 TRADE AND OTHER PAYABLES20202019 S$S$Trade payables955,6971,085,141GST payables191,718195,504Customer deposits636,980376,218Accrued opera

113、ting expenses1,260,928930,665Accrued listing expenses1,459,933689,939Deferred grant income(Note 26)163,514Others12,0447,540 4,680,8143,285,007 Analysed as:Current4,115,8343,012,689 Non-current(Note a)564,980272,318 4,680,8143,285,007 23 Note:(a)During the year ended 31 December 2020,the Group receiv

114、ed government grants of S$872,460 in cash in connection with JSS for the purpose of retaining local employees during the period of economic uncertainty.At 31 December 2020,grants receivables of S$101,017(Note 19)have been recognised as there is reasonable assurance that the conditions attached to th

115、e grants have been fulfilled under the JSS.The grants relating to the relevant staff costs are recognised in other income over the period necessary to match them with the costs that the grants are intended to compensate.This scheme has resulted in a credit to income in the year ended 31 December 202

116、0 of S$809,963.As at 31 December 2020,an amount of S$163,514 remains to be deferred.(b)Non-current trade and other payables arise from customer deposit for yard rental.The lease term for these yard rental range from 1 to 3 years(2019:1 to 3 years).The following is an aged analysis of trade payables

117、presented based on the invoice date at the end of each reporting period:20202019 S$S$Within 30 days644,002606,22331 to 60 days261,847338,50461 to 90 days32,48586,441Over 90 days17,36353,973 955,6971,085,141 The credit period on purchases from suppliers is between 0 to 30 days or payable upon deliver

118、y.24 23 LEASE LIABILITIES20202019 S$S$Minimum lease payments due:Within one year2,585,2532,103,301 More than one year but not more than two years1,638,9981,828,209 More than two years but not more than five years345,530901,579 4,569,7814,833,089Less:Amount due for settlement within one year shown un

119、der current liabilities(2,585,253)(2,103,301)Amount due for settlement after one year shown under non-current liabilities1,984,5282,729,788 The Group leases offices,staff dormitory and warehouses,computer and office equipment and motor vehicles for operation and these lease liabilities were measured

120、 at the present value of the lease payment that are not yet paid.All leases are entered at fixed prices.The Group does not face a significant liquidity risk with regard to its lease liabilities.Lease liabilities are monitored within the Groups treasury function.Extension options are not involved in

121、lease agreements entered by the Group.25 24 BANK BORROWINGS20202019 S$S$Secured and guaranteed-at amortised cost:Bank loans1,096,5211,193,816 Analysed as:Carrying amount repayable:Within one year95,29294,082 More than one year,but not exceeding two years100,27797,190 More than two years,but not exce

122、eding five years328,408310,730 More than five years572,544691,814 1,096,5211,193,816Less:Amount due for settlement within 12 months (show under current liabilities)(95,292)(94,082)1,001,2291,099,734 The bank borrowings are secured by:(i)First legal mortgage over the Groups investment properties(Note

123、 16);and(ii)Joint and several guarantees from the directors and shareholders of the Group in their personal capacities.As at 31 December 2020,the weighted average effective interest rate of the loans are ranged various from 2.00%to 6.25%(2019:2.48%to 4.18%).The amounts are repayable at the dates thr

124、oughout to 2033.25 PROVISIONS20202019 S$S$At beginning of the year389,000389,000Additions91,000 At end of the year480,000389,000 26 Provisions for reinstatement cost were recognised for the expected costs associated with restoring the requirements of the lease contract,based on the estimated costs o

125、f dismantlement,removal and restoration to be incurred for yard spaces.The provisions is based on estimates made from historical data associated with reinstatement works incurred for similar properties,adjusted for the size of the properties.26 DEFERRED TAX LIABILITIES The following are the deferred

126、 tax liabilities recognised and the movements thereon:20202019 S$S$At beginning of the year438,924403,924(Credit)Charged to profit or loss for the year(Note 11)(12,424)35,000 At end of the year426,500438,924 The deferred tax liabilities resulted from temporary taxable differences arising from accele

127、rated depreciation in relation to capital allowance claims on qualified assets in accordance with prevailing tax law in Singapore.27 SHARE CAPITALFor the purpose of presenting the share capital of the Group prior to the Reorganisation in the consolidated statement of financial position,the balance a

128、s at 31 December 2019 represented the share capital of Clear Bliss and the Company.The shares of the Company were successfully listed on the Main Board of the Stock Exchange of Hong Kong Limited on 13 January 2021 by way of placement of 156,250,000 ordinary shares and public offer of 156,250,000 ord

129、inary shares at the price of HK$0.40 per share(“Share Offer”).Number of ordinary sharesPar ValueShare capital HK$HK$Authorised share capital of the Company:At 1 January 2019,31 December 2019 and at 1 January 202038,000,0000.01380,000 Increase on 18 December 2020(Note a)1,962,000,0000.0119,620,000 As

130、 at and 31 December 20202,000,000,00020,000,000 27 Number of ordinary sharesShare capital S$Issued and fully paid of Clear Bliss and the Company At 1 January 2019 and 31 December 20191014 Issued and fully paid of the Company At 1 January 2019,31 December 2019 and 1 January 20201-*Issue of shares pur

131、suant to the Reorganisation(Note 2)78,124,999134,698 At 31 December 202078,125,000134,698 *The amount is less than S$1.Notes:(a)Pursuant to the written resolution on 18 December 2020,it was resolved that the authorised share capital of the Company was increased from HK$380,000 divided into 38,000,00

132、0 Shares of par value of HK$0.01 to HK$20,000,000 divided into 2,000,000,000 Shares of par value of HK$0.01 each by the creation of 1,962,000,000 Shares of par value of HK$0.01 each;and conditional on the share premium account of the Company being credited as a result of the Share Offer,an amount of

133、 HK$9,375,000 which will then be standing to the credit of the share premium account of the Company be capitalised and applied to pay up in full at par a total of 937,500,000 shares for allotment,each ranking pari passu in all respects with the Shares then in issue.28 MANAGEMENT DISCUSSION AND ANALY

134、SISBUSINESS REVIEW AND PROSPECTSThe Group is a well-established logistics service provider in Singapore offering trucking,freight forwarding and VATS to our customers.The Group has developed a reputation as an integrated logistics solution provider equipped with a vehicle fleet,logistics yards,and e

135、xperienced management team.As at 31 December 2020,the Group had a vehicle fleet comprising 56 prime movers,500 trailers and three flat vans,and machineries comprising two reach stackers and two forklifts.Furthermore,we are operating three logistics yards of approximately 38,240 sq.m.for the provisio

136、n of our open-yard storage services as part of our VATS.The Company was successfully listed on the Main Board of the Stock Exchange on 13 January 2021.It represents an important milestone to the Group and will greatly benefit the Groups further development in the future.ProspectsSince the outbreak o

137、f the COVID-19,the Singapore government has taken emergency public health and safe distancing measures to reduce the risk of further local transmission of COVID-19.The measures include the closure of workplace premises and enhanced safe distancing measures.According to the Singapore Ministry of Trad

138、e and Industry(MTI),the Singapore economy contracted by 5.4 per cent in year 2020,with the container throughput for year 2020 dipping for the first time in 3 years by 0.9%on a year-on-year basis,a reversal from the 1.6%growth in the previous year.The logistics sector remains a key cornerstone of Sin

139、gapores economy.Not only does it play a critical role in connecting various supply chains,it also supports the operational continuity of other industries.Recognised for its importance,it has been identified to be one of the recipients of pro-government policies by the Singapore government such as i)

140、economic diversification;ii)Logistics Industry Transformation Map;and iii)Singapores Mega Port development.Singapore has also pivot itself as the main Southeast Asian for major alliances boost logistics opportunities with various joint venture efforts making Singapore the primary port of call for it

141、s services and main hub for major shipping lines and alliances.29 FINANCIAL REVIEWRevenueRevenue decreased by approximately 7.8%from approximately S$43.7 million for the year ended 31 December 2019 as compared to approximately S$40.3 million for the year ended 31 December 2020.The decrease was mainl

142、y attributable to the COVID-19 having a global effect on the economy.Trucking servicesOur Groups trucking services revenue was approximately S$21.8 million and S$20.7 million for the years ended 31 December 2019 and 2020 respectively.Trucking revenue consists of revenue from transportation fees in r

143、elation to the transportation of cargo.The decrease of S$1.1 million or 5.0%was due to COVID-19 impact on certain end customers industry,but the impact is not significantly felt by the Group due to increase in request from customers in essential service e.g.supermarket chain,for trucking services.Fr

144、eight forwarding servicesOur Groups revenue from freight forwarding services was approximately S$17.4 million and S$15.4 million for the years ended 31 December 2019 and 2020 respectively.Revenue from freight forwarding services consists of fees from import and export freight forwarding arrangement(

145、by either air or sea),local trucking and haulage to and from airport/seaport and customers/warehouses,as well as other related services such as cargo permit declaration and crating.Such revenue is mainly driven by the volume of goods,type of services provided,type of cargoes,among other factors.The

146、decrease of S$2.0 million or 11.5%was due to the COVID-19 impact on global trade.30 VATSOur Groups revenue from VATS was approximately S$4.4 million and S$4.2 million for the years ended 31 December 2019 and 2020 respectively.Revenue from VATS consists of open-yard storage fees,stuffing and unstuffi

147、ng fees and transportation fees for the container haulage between our logistics yard and our customers designated pick up and/or delivery points.Such revenue is primarily driven by land area that the containers are stored for.The decrease of S$0.2 million or 4.5%was due to decrease in ad hoc storage

148、 revenue in line with the decrease in trucking services,offset by the increase in revenue from the new logistics yard leased in June 2020.Gross Profit and Gross Profit MarginFor the years ended 31 December 2019 and 2020,we recorded a gross profit of approximately S$17.0 million and S$13.9 million re

149、spectively.The decrease of S$3.1 million or 18.2%was due to COVID-19 having a negative impact on the global economy causing a decrease in revenue and the increase in cost incurred for detention charges and for the new logistics yard leased in June 2020.Trucking services accounted for approximately 5

150、3.5%and 52.5%of our total gross profit for the years ended 31 December 2019 and 2020 respectively.Freight forwarding services accounted for approximately 31.2%and 33.1%of our total gross profit for the years ended 31 December 2019 and 2020 respectively.VATS accounted for approximately 15.3%and 14.4%

151、of our total gross profit for the years ended 31 December 2019 and 2020 respectively.For the years ended 31 December 2019 and 2020,we recorded a gross profit margin of approximately 39.0%and 34.5%respectively.Gross profit margin for trucking services were approximately 41.7%and 35.3%for the years en

152、ded 31 December 2019 and 2020 respectively.The decrease in gross profit margin of trucking services was due to the increase in detention charges incurred for the delay of retrieving and/or returning of customers containers as there were certain restrictions imposed by COVID-19.Gross profit margin fo

153、r freight forwarding services remained consistent at approximately 30.5%and 29.9%for the years ended 31 December 2019 and 2020 respectively.Gross profit margin for VATS were approximately 59.1%and 47.6%for the years ended 31 December 2019 and 2020 respectively.The decrease in gross profit margin of

154、VATS was due to the increase in costs incurred in the new logistics yard leased in June 2020.31 Other incomeOur Group reported other income of approximately S$0.4 million and S$1.3 million for the years ended 31 December 2019 and 2020 respectively.Other income mainly relates to government grants whi

155、ch mainly comprise of the Wage Credit Scheme,Productivity Innovation Credit,Temporary Employment Credit,Special Employment Credit,Jobs Support Scheme(JSS)and Foreign Worker Levy Rebates,interest income and rental income from investment properties.The JSS was launched to help businesses retain their

156、local employees during the period of uncertainty caused by the outbreak of COVID-19 and the Group received grants under this scheme of approximately S$0.8 million for the year ended 31 December 2020(No JSS grant was recognised for the year ended 31 December 2019).Other gains and lossesOur Group repo

157、rted other gains of approximately S$0.03 million and loss of S$5,061 for the years ended 31 December 2019 and 2020 respectively.Other gains and losses relate to gain on disposal of property and equipment,loss on disposal of intangible assets and net foreign exchange gains or losses.Impairment gains

158、and losses(including reversals of impairment losses)on financial assetsImpairment losses of approximately S$0.5 million and gains of S$0.1 million were recognised for the years ended 31 December 2019 and 2020 respectively.The impairment gains recognised for the year ended 31 December 2020 was mainly

159、 due to the reversal of impairment losses recognised previously for the amounts owing from a certain customer which has been reassessed to be collectible.32 Administrative expensesOur Group reported administrative expenses of approximately S$8.2 million and S$8.3 million for the years ended 31 Decem

160、ber 2019 and 2020 respectively.Administrative expenses for our Group primarily consist of directors remuneration cost,staff cost,depreciation and amortisation expenses and other miscellaneous expenses.Directors remuneration cost includes Directors remuneration.Staff cost includes office staff salary

161、,CPF contribution and bonuses.Depreciation and amortisation expenses include property depreciation,office equipment depreciation and software amortisation.Miscellaneous expenses include office expenses such as utility expenses,insurance expenses and office rental expenses as well as professional exp

162、enses such as audit and secretarial fees and other expenses.There was no significant increase in the administrative expenses.Income tax expenseAs our operations are based in Singapore,the Group is liable to pay corporate income tax in accordance with the tax regulations of Singapore.Income tax expen

163、se of the Group amounted to approximately S$1.5 million and S$1.0 million for the years ended 31 December 2019 and 2020 respectively.The decrease of S$0.5 million or 33.3%was due to the decrease in profit before tax and the income from the government grant,JSS,was non-taxable.The statutory corporate

164、 tax rate in Singapore was 17%for the years ended 31 December 2019 and 2020,while our corresponding effective tax rates were approximately 19.7%and 19.2%respectively.The higher effective tax rate for the year ended 31 December 2019 and 31 December 2020 as compared to the statutory corporate tax rate

165、 in Singapore were mainly due to the IPO expenses incurred in both years which are non-deductible expenses for tax purpose.Profit for the yearAs a result of the foregoing,profit for the period decreased by approximately S$1.8 million from approximately S$6.1 million for the year ended 31 December 20

166、19 to approximately S$4.3 million for the year ended 31 December 2020.Net profit margin decreased from approximately 14.0%for the year ended 31 December 2019 to approximately 10.7%for the year ended 31 December 2020.33 Final dividendDuring the year ended 31 December 2020,a dividend of S$4.0 million

167、was declared and paid out in respect of the financial year ended 31 December 2019.No dividend was declared or paid out during the year ended 31 December 2019.The Board does not recommend the payment of a final dividend for the year ended 31 December 2020.Liquidity and capital assetsThe shares of the

168、 Company were successfully listed on the Main Board of the Stock Exchange on 13 January 2021(the“Listing Date”)and there has been no change in capital structure of the Group since then.The capital structure of the Group consists of debt,which includes amount due to related parties,trade and other pa

169、yables,lease liabilities and bank borrowings as disclosed in Notes 20,22,23 and 24,respectively,net of bank balances and cash and equity attributable to owners of the Group,comprising share capital and reserves.Our primary uses of cash are to satisfy our working capital needs.Our working capital nee

170、ds have been financed through a combination of funds generated from operations and bank borrowings.As at 31 December 2019 and 31 December 2020,we had bank balances and cash of approximately S$11.2 million and S$12.7 million respectively.Going forward,we expect to fund our working capital and other c

171、apital requirements with a combination of various sources,including but not limited to cash generated from our operations and short-term or long-term indebtedness.The bank balances and cash of the Group,mainly denominated in S$and US$,are generally deposited with authorised financial institutions.As

172、 at 31 December 2020,87.5%(31 December 2019:91.0%)of the Groups bank balances and cash was denominated in S$and 12.4%(31 December 2019:8.9%)was denominated in US$.As at 31 December 2020,the Group had banking facilities with credit limit amounting to approximately S$1.1 million(31 December 2019:1.2 m

173、illion).There was no unutilised credit facilities at the end of the year 2020.34 As at 31 December 2020,the gearing ratio of the Group,based on total interest-bearing liabilities(including bank borrowings and lease liabilities)to total equity(including all capital and reserves)of the Company was 22.

174、7%(31 December 2019:24.2%).The decrease in gearing ratio was mainly attributable to the decrease in lease liabilities of approximately S$0.3 million.Foreign currency exposureThe Group transacts mainly in Singapore dollars,which is the functional currency of all the Groups operating subsidiaries.The

175、Group currently does not have a foreign currency hedging policy but maintains a conservative approach to foreign currency management to ensure its exposure to fluctuations in foreign exchange rates is minimised.Pledge of assetsThe deposit of S$0.5 million(2019:S$0.4 million)is pledged as security wi

176、th a financial institution to obtain letter of credit facilities with original maturity of 6 months to 1 year and being renewed automatically by month.Significant investment held,material acquisitions and disposal of subsidiaries,associated companies or joint venturesApart from the Reorganisation in

177、 relation to the Listing(as set out under the section headed“History,Development and Reorganisation”of the prospectus of the Company dated 30 December 2020(the“Prospectus”),there were no significant investments held,material acquisitions or disposals of subsidiaries,associated companies or joint ven

178、tures by the Group during the years ended 31 December 2019 and 31 December 2020.Save for the business plan as disclosed in the Prospectus,there was no plan for material investments or capital assets as at 31 December 2020.Future plans for material investments or capital assetsSave as disclosed in th

179、e Prospectus,the Group did not have other future plans for material investments or capital assets as at 31 December 2020.35 Employees and remuneration policyAs at 31 December 2020,the Group had a total of 141 employees(2019:149 employees),including executive Directors.Total staff costs including Dir

180、ectors emoluments,salaries,wages and other staff benefits,contributions and retirement schemes in the year ended 31 December 2020 amounted to approximately S$9.1 million(2019:approximately S$9.2 million).In order to attract and retain high quality staff and to enable smooth operation within the Grou

181、p,the remuneration policy and package of the Groups employees are periodically reviewed.The salary and benefit levels of the employees of the Group are competitive(with reference to market conditions and individual qualifications and experience).The Group provides adequate job training to the employ

182、ees to equip them with practical knowledge and skills.Apart from central provident fund and job training programs,salaries increment and discretionary bonuses may be awarded to employees according to the assessment of individual performance and market situation.The emoluments of the Directors have b

183、een reviewed by the remuneration committee of the Company,having regard to the Companys operating results,market competitiveness,individual performance and achievement,and approved by the Board.Environmental policies and performanceDetails of environmental policies,performance and compliance with la

184、ws and regulations are set out in the“Environmental,Social and Governance Report”section in the annual report.Capital commitments and contingent liabilitiesAs at 31 December 2020,the Group had no capital commitment and contingent liabilities.Use of proceedsOn the Listing Date,the shares of the Compa

185、ny(the“Shares”)were listed on the Main Board of the Stock Exchange.The Group intends to apply the proceeds from the issuance 312,500,000 Shares at the offer price of HK$0.40 per Share in accordance with the proposed applications set out in the section headed“Future Plans and Use of Proceeds”,in the

186、Prospectus.After deducting share issuance expense and professional fee regarding to the Share Offer,the net proceeds amounted to approximately HK$40.5 million(equivalent to approximately S$7.0 million).36 The below table sets out the proposed applications of the net proceeds:Percentage ofnet proceed

187、sPlanned usageof netproceedsUtilisednet proceedsup to the date of this announcementUnutilisednet proceedsup to the date of this announcementExpected timelinefor utilising theremaining proceeds%HK$millionHK$millionHK$millionHK$million(approximately)(approximately)(approximately)(approximately)Strateg

188、ic Acquisition42.6%17.217.2 Before 31 December 2021Expansion of our fleet in relation to our trucking services segment39.7%16.116.1 Before 31 December 2023Increase and strengthen our freight forwarding services segment6.1%2.52.5 Before 31 December 2023Purchase of an accounting and operations system1

189、1.1%4.54.5Before 30 June 2022Working capital and other general corporate purposes0.5%0.20.2Before 30 June 2022 100%40.540.5 Events after the reporting periodSave as disclosed in elsewhere in this announcement,there are no significant events affecting the Group which have occurred after the year ende

190、d 31 December 2020 and up to the date of this announcement.Compliance with the model code for securities transactions by directors of listed issuers(the“Model Code”)The Company has adopted the Model Code as rules governing dealings by the Directors in the listed securities of the Company on 13 Janua

191、ry 2021.Based on specific enquiry with the Directors,all the Directors have compiled with the required standards as set out in the code conduct and the Model Code since the Listing Date and up to the date of this announcement.37 Corporate governanceAs the Shares were not listed on the Stock Exchange

192、 until 13 January 2021,the Company has complied with all the code provisions set out in the Corporate Governance Code(the“CG Code”)set out in Appendix 14 to the Listing Rules since the Listing Date and up to the date of this announcement save as disclosed below.CG Code A.2.1The Company is aware of t

193、he requirement under paragraph A.2.1 of the CG Code that the roles of chairman and chief executive should be separated and should not be performed by the same individual.The Company does not separately have any officer with the title of“chief executive”.Mr.Ng Choon Eng,the chairman,chief executive o

194、fficer and executive Director of the Company,is also responsible for the leadership and effective running of the Board,ensuring that all material issues are decided by the Board in a conducive manner.The Board will meet regularly to consider major matters affecting the operations of the Group.The Bo

195、ard considers that this structure will not impair the balance of power and authority between the Board and the management of the Company.The roles of the respective executive Directors and senior management,who are in charge of different functions complement the role of the chairman and chief execut

196、ive.The Board is of the view that this structure provides the Group with strong and consistent leadership,facilitates effective and efficient planning and implementation of business decisions and strategies,and ensures the generation of shareholders benefits.The Board shall nevertheless review the s

197、tructure from time to time to ensure appropriate measures would be taken should suitable circumstance arise.Purchase,sale or redemption of the companys listed securitiesSince 13 January 2021,being the Listing Date,and up to the date of this announcement,neither the Company nor any of its subsidiarie

198、s had purchased,sold or redeemed any of the listed securities of the Company.38 Audit committeeThe Company has established the audit committee in accordance with the requirements of the CG Code for the purpose of reviewing and supervising the Groups financial reporting process.The audit committee cu

199、rrently comprises three independent non-executive Directors,namely Mr.Wong Kwun Ho,Mr.Ho Wing Sum and Mr.Yeo Teck Chuan.Mr.Yeo Teck Chuan is the chairman of the audit committee.The audit committee of the Company has reviewed the Groups audited consolidated financial statement for the year ended 31 D

200、ecember 2020 and discussed with the management and the auditors of the Company on the accounting principles and practices adopted by the Group with no disagreement by the audit committee of the Company.Publication of final results announcement and annual reportThis announcement is published on the w

201、ebsite of the Stock Exchange at www.hkexnews.hk and the Companys website at .The annual report of the Company for the year ended 31 December 2020 will be available on the aforesaid websites and dispatched to the shareholders of the Company in due course.By Order of the BoardLegion Consortium Limited

202、Ng Choon EngChairman,Chief Executive Officer and Executive DirectorHong Kong,29 March 2021As at the date of this announcement,the Board comprises two executive Directors,namely Mr.Ng Choon Eng and Mr.Ng Kong Hock;and three independent non-executive Directors,namely Mr.Wong Kwun Ho,Mr.Ho Wing Sum,and Mr.Yeo Teck Chuan.