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JE Cleantech Holdings Ltd

JE Cleantech Holdings LtdJCSEEarnings & Financial Report

Nasdaq

JE Cleantech Holdings Ltd is a Singapore-based cleantech enterprise that delivers precision industrial cleaning systems, wastewater treatment solutions, and environmental protection equipment to global manufacturing clients. Its core target segments include semiconductor, electronics, and automotive sectors, supporting customers to achieve sustainability targets and operational compliance requirements.

What changed in JE Cleantech Holdings Ltd's 20-F — 2023 vs 2024

Top changes in JE Cleantech Holdings Ltd's 2024 20-F

475 paragraphs added · 435 removed · 333 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

98 edited+36 added−23 removed153 unchanged
Item 3. Key Information A. Reserved B. Capitalization and Indebtedness Not applicable C. Reasons for the Offer and Use of Proceeds. Not applicable D. Risk Factors You should carefully consider the following risks, together with all other information included in this Annual Report.
Item 3. Key Information A. Reserved B. Capitalization and Indebtedness Not applicable 3 C. Reasons for the Offer and Use of Proceeds. Not applicable D. Risk Factors You should carefully consider the following risks, together with all other information included in this Annual Report.
If we are unable to employ suitable personnel, or if our personnel do not fulfill their roles or if we experience a high turnover of experienced and skilled personnel without suitable, timely or sufficient replacements, the quality of our products and/or services may decline, which may adversely affect our business, financial condition, results of operations and prospects.
If we are unable to employ suitable personnel, if our personnel do not fulfill their roles or if we experience a high turnover of experienced and skilled personnel without suitable, timely or sufficient replacements, the quality of our products and/or services may decline, which may adversely affect our business, financial condition, results of operations and prospects.
Since our Ordinary Shares have experienced a decline, and may continue to experience either run-ups or declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares.
Since our Ordinary Shares have experienced a decline, and may continue to experience either run-ups or declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares.
In addition, investors of our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines or if such investors purchase our Ordinary Shares prior to any price decline.
In addition, investors of our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines or if such investors purchase our Ordinary Shares prior to any price decline.
As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares.
As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; 20 ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD.
The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.” In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.
The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.” 10 In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.
In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following: ● fluctuations in our revenues, earnings and cash flow; ● changes in financial estimates by securities analysts; ● additions or departures of key personnel; ● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and ● potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following: ● fluctuations in our revenues, earnings and cash flow; 15 ● changes in financial estimates by securities analysts; ● additions or departures of key personnel; ● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and ● potential litigation or regulatory investigations.
There is no assurance that we have sufficient ability to protect our computer hardware and software systems and data storage facilities from all possible damage, including telecommunications or electricity failure or other unexpected events. 7 We are subject to environmental, health and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations.
There is no assurance that we have sufficient ability to protect our computer hardware and software systems and data storage facilities from all possible damage, including telecommunications or electricity failure or other unexpected events. We are subject to environmental, health and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations.
If we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares. Certain recent initial public offerings of companies with public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of their businesses.
If we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares. 14 Certain recent initial public offerings of companies with public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of their businesses.
Any misconduct committed against our interests, which may include past acts that have gone undetected or future acts, could subject us to financial losses and harm our reputation and may have a material and adverse effect on our business, financial condition, results of operations and prospects. 10 We may be harmed by negative publicity.
Any misconduct committed against our interests, which may include past acts that have gone undetected or future acts, could subject us to financial losses and harm our reputation and may have a material and adverse effect on our business, financial condition, results of operations and prospects. We may be harmed by negative publicity.
The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects. 3 Risks Related to Our Business and Industry We only have a limited number of customer groups and our business is significantly dependent on our major customer groups’ needs and our relationships with them.
The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects. Risks Related to Our Business and Industry We only have a limited number of customer groups and our business is significantly dependent on our major customer groups’ needs and our relationships with them.
Any significant decrease in sales to any of our customers for any reason, including any disruption to our business relationship with them, may materially and adversely affect our business, financial condition, results of operations and prospects. 4 We are subject to risks relating to the operation of our production and processing facilities.
Any significant decrease in sales to any of our customers for any reason, including any disruption to our business relationship with them, may materially and adversely affect our business, financial condition, results of operations and prospects. We are subject to risks relating to the operation of our production and processing facilities.
You may not realize a return on your investment in our shares and you may even lose your entire investment. 16 If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
You may not realize a return on your investment in our shares and you may even lose your entire investment. If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
Hong Bee Yin, our Chairman, Executive Director and Chief Executive Officer, contributes significantly to various key aspects of our business, including business development and operations, the continued success and growth of our Group is dependent on our ability to retain her services. We do carry key person life insurance on the life of Ms. Hong. The loss of Ms.
Hong Bee Yin, our Chairman, Executive Director and Chief Executive Officer, contributes significantly to various key aspects of our business, including business development and operations, the continued success and growth of our Group is dependent on our ability to retain her services. Although we carry key person life insurance on the life of Ms. Hong, the loss of Ms.
As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Although we intend to have a majority of independent directors and for our compensation and our corporate governance and nomination committees to be composed entirely of independent directors, that may change in the future.
As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Although we intend to have a majority of independent directors and for our compensation and our nomination committees to be composed entirely of independent directors, that may change in the future.
Information on the Company - History of the Company - Recent and Other Developments - Nasdaq Deficiency.” 13 If our Ordinary Shares are delisted from Nasdaq, we could face significant material adverse consequences, including: ● limited availability of market quotations for our Ordinary Shares; ● reduced liquidity for our Ordinary Shares; ● a determination that our Ordinary Shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; ● a limited amount of news and analyst coverage; and ● decreased ability to issue additional securities or obtain additional financing in the future.
See “Information on the Company - History of the Company - Recent and Other Developments - Nasdaq Deficiency.” If in the future our Ordinary Shares are delisted from Nasdaq, we could face significant material adverse consequences, including: ● limited availability of market quotations for our Ordinary Shares; ● reduced liquidity for our Ordinary Shares; ● a determination that our Ordinary Shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; ● a limited amount of news and analyst coverage; and ● decreased ability to issue additional securities or obtain additional financing in the future.
The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2024.
The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.
As a result, for so long as we remain a controlled company as defined under that rule, we are exempt from, and our shareholders generally are not provided with the benefits of, some of the Nasdaq Stock Market corporate governance requirements, including that: ● a majority of our board of directors must be independent directors; 17 ● our compensation committee must be composed entirely of independent directors; and ● our corporate governance and nomination committee must be composed entirely of independent directors.
As a result, for so long as we remain a controlled company as defined under that rule, we are exempt from, and our shareholders generally are not provided with the benefits of, some of the Nasdaq Stock Market corporate governance requirements, including that: (i) a majority of our Board of Directors must be independent directors; (ii) our compensation committee must be composed entirely of independent directors; and (iii) our nomination committee must be composed entirely of independent directors.
While none of our workers were involved in any work-related accidents or suffered any work-related injuries during the years ended December 31, 2021, 2022 and 2023, or during the period from January 1, 2023 through the present date, there is no assurance that there will not be any such accidents or injuries in the future, which could cause operational breakdowns.
While none of our workers were involved in any work-related accidents or suffered any work-related injuries during the years ended December 31, 2022, 2023 or 2024 or during the period from January 1, 2025 through the present date, there is no assurance that there will not be any such accidents or injuries in the future, which could cause operational breakdowns.
Further, the implementation of our business strategies and future plans may require substantial capital expenditure and additional financial resources and commitments.
Further, the implementation of our business strategies and future plans may require substantial capital expenditures and additional financial resources and commitments.
Receipt of the 2023 Nasdaq Notification does not result in the immediate delisting of our Ordinary Shares and has no immediate effect on the listing or the trading of our Ordinary Shares on the Nasdaq Capital Market under the symbol “JCSE.” Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we now have a compliance period of 180 calendar days from the date of the 2023 Nasdaq Notification, or until June 11, 2024, to regain compliance with the Minimum Bid Requirement Listing Rule.
Receipt of the 2023 Nasdaq Notification did not result in the immediate delisting of our Ordinary Shares and had no immediate effect on the listing or the trading of our Ordinary Shares on the Nasdaq Capital Market under the symbol “JCSE.” Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period of 180 calendar days from the date of the 2023 Nasdaq Notification, or until June 11, 2024, to regain compliance with the Minimum Bid Requirement.
We may be unsuccessful in attracting new customers. Our aggregate sales generated from our top five customer groups amounted to approximately 80.6%, 68.1% and 66.1% of our revenue for the years ended December 31, 2021, 2022 and 2023, respectively.
We may be unsuccessful in attracting new customers. Our aggregate sales generated from our top five customer groups amounted to approximately 68.1%, 66.1% and 70.1% of our revenue for the years ended December 31, 2022, 2023 and 2024, respectively.
In particular, sales to our largest customer group, which is principally engaged in the manufacture of hard disk drives (“HDD”) and semiconductors, amounted to approximately SGD4.8 million, SGD4.1 million and SGD4.4 million, representing approximately 32.7%, 22.0% and 24.2% of our revenue, for the years ended December 31, 2021, 2022 and 2023, respectively.
In particular, sales to our largest customer group, which is principally engaged in the manufacture of hard disk drives (“HDD”) and semiconductors, amounted to approximately SGD4.1 million, SGD4.4 million and SGD7.8 million, representing approximately 22.0%, 24.2% and 40.4% of our revenue, for the years ended December 31, 2022, 2023 and 2024, respectively.
Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects. We may face the risk of inventory obsolescence.
Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.
If the results or outcome of our future plans do not meet our expectations, if we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment costs and our business, financial condition, results of operation and prospects may be adversely affected.
If the results or outcome of our future plans do not meet our expectations, if we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment costs and our business, financial condition, results of operation and prospects may be adversely affected. 8 Increased labor costs could affect our financial performance.
While we did not experience any material order cancellations by our customers during the years ended December 31, 2021, 2022 and 2023, or during the period from January 1, 2024 to the present date, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all.
While we did not experience any material order cancellations by our customers during the years ended December 31, 2022, 2023 or 2024, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all.
We are a “controlled company” as defined under the Nasdaq Stock Market Rules, because one of our shareholders holds more than 50% of our voting power.
We are currently a “controlled company,” as defined under the Nasdaq Stock Market Rules, because one of our shareholders holds more than 50% of our voting power.
In order to carry on our business operations, we are required to obtain certain permits, licenses and certificates from various governmental authorities and organizations. As of the date of this Annual Report, we have obtained all material permits and licenses for our business operations.
Non-renewal of permits and business licenses would have a material adverse effect on our operations. In order to carry on our business operations, we are required to obtain certain permits, licenses and certificates from various governmental authorities and organizations. As of the date of this Annual Report, we have obtained all material permits and licenses for our business operations.
We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. Short selling may drive down the market price of our Ordinary Shares.
We cannot predict what effect, if any, the market sale of securities held by JE Cleantech Global Limited or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. Short selling may drive down the market price of our Ordinary Shares.
Further, we may be unable to recruit additional staff necessary to implement our business strategies. We incurred employee benefit expenses of approximately SGD3.2 million, SGD4.5 million and SGD4.0 million, representing approximately 21.6%, 24.2% and 22.2% of our total revenue for the years ended December 31, 2021, 2022 and 2023, respectively.
Further, we may be unable to recruit additional staff necessary to implement our business strategies. We incurred employee benefit expenses of approximately SGD4.5 million, SGD4.0 million and SGD5.4 million, representing approximately 24.2%, 22.2% and 28.0% of our total revenue, for the years ended December 31, 2022, 2023 and 2024, respectively.
We are vulnerable to fluctuations in the cost or supply of our raw materials. Expenses for raw materials, such as stainless steel, aluminum and electronic components, constitute most of our cost of revenues, representing approximately 43.5%, 57.8% and 40.5% of our total cost of revenues for the years ended December 31, 2021, 2022 and 2023, respectively.
We are vulnerable to fluctuations in the cost or supply of our raw materials. Expenses for raw materials, such as stainless steel, aluminum and electronic components, are the largest component of our cost of revenues, representing approximately 57.8%, 40.5% and 40.7% of our total cost of revenues for the years ended December 31, 2022, 2023 and 2024, respectively.
Our sales to that customer group amounted to approximately SGD4.8 million, SGD4.1 million and SGD4.4 million for the years ended December 31, 2021, 2022 and 2023, respectively, which accounted for approximately 32.7%, 22.0% and 24.2% of our total revenue for the years ended December 31, 2021, 2022 and 2023, respectively.
Our sales to that customer group amounted to approximately SGD4.1 million, SGD4.4 million and SGD7.8 million for the years ended December 31, 2022, 2023 and 2024, respectively, which accounted for approximately 22.0%, 24.2% and 40.4% of our total revenue for those years.
If we continue to encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof. 14 An active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares has fluctuated significantly.
If we continue to encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.
There is no assurance that our existing customers will renew their agreements or that we will be able to secure new contracts from our existing and new customers with similar or better terms.
We do not have any long-term agreements with our customers. There is no assurance that our existing customers will renew their agreements or that we will be able to secure new contracts from our existing and new customers with similar or better terms.
As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Singapore law.
Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our Board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Singapore law.
On December 14, 2023, we received another written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “2023 Nasdaq Notification”) stating that our Ordinary Shares failed to maintain a minimum bid price of $1.00 over the last 30 consecutive business days as required by the Minimum Bid Price Requirement Listing Rule.
As of November 3, 2023, we regained compliance with the Minimum Bid Requirement Listing Rule, and the matter was closed. 13 Subsequently, on December 14, 2023, we received another written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “2023 Nasdaq Notification”) stating that our Ordinary Shares failed to maintain a minimum bid price of $1.00 over the last 30 consecutive business days as required by the Minimum Bid Price Requirement.
A decline in the number of new contracts and orders due to these factors may cause us to operate in a more competitive environment, and we also may be required to be more competitive in our pricing which, in turn, may adversely impact our business, financial condition, results of operations and prospects.
A decline in the number of new contracts and orders due to these factors may cause us to operate in a more competitive environment, and we also may be required to be more competitive in our pricing which, in turn, may adversely impact our business, financial condition, results of operations and prospects. 6 The war in Ukraine and the conflicts in the Middle East could materially and adversely affect our business and results of operations.
We are not aware of any instances of fraud, theft and other misconduct involving employees and other third parties that had any material and adverse impact on our business and results of operations during the years ended December 31, 2021, 2022 and 2023, or during the period from January 1, 2024 to the present date.
We are not aware of any instances of fraud, theft or other misconduct involving employees and other third parties that had any material and adverse impact on our business and results of operations during the years ended December 31, 2022, 2023 or 2024, or between January 1, 2025 and the date of this Annual Report.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline. 16 The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
We are exposed to risks arising from fluctuations of foreign currency exchange rates. Our business is exposed to certain foreign currency exchange risks as our reporting currency is Singapore dollars and our overseas sales and procurement are denominated in United States dollars during the years ended December 31, 2021, 2022 and 2023.
Our business is exposed to certain foreign currency exchange risks as our reporting currency is Singapore dollars and our overseas sales and procurement are denominated in United States dollars during the years ended December 31, 2022, 2023 and 2024.
For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations - Passive Foreign Investment Company Considerations.” Our controlling shareholder has substantial influence over the Company.
For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations - Passive Foreign Investment Company Considerations.” Ms.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Since our Ordinary Shares commenced trading on April 22, 2022, the trading price of our Ordinary Shares has been volatile and has fluctuated widely due to factors beyond our control.
The trading price and trading volume of our Ordinary Shares has been volatile, which could result in substantial losses to investors. Since our Ordinary Shares commenced trading on April 22, 2022, the trading price of our Ordinary Shares has been volatile and has fluctuated widely due to factors beyond our control.
Further, if we fail to achieve more diversified income or reduce our reliance on such customer group, or if we fail to secure a similar level of business from other customers on comparable commercial terms, such that the reduction in revenue from our largest customer group could be partly or wholly offset, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Further, if we fail to achieve more diversified income or reduce our reliance on such customer group, or if we fail to secure a similar level of business from other customers on comparable commercial terms, such that the reduction in revenue from our largest customer group could be partly or wholly offset, our business, financial condition, results of operations and prospects may be materially and adversely affected. 4 In addition, there is generally no long-term commitment from customers of our cleaning systems and other equipment business to purchase an agreed amount from us.
As such, in the event we are unable to obtain more orders for both our sale of cleaning systems and other equipment business and our centralized dishwashing and ancillary services business after implementation of such planned investment, our business, financial position and profitability may be adversely affected. 8 Non-renewal of permits and business licenses would have a material adverse effect on our operations.
As such, in the event we are unable to obtain more orders for both our sale of cleaning systems and other equipment business and our centralized dishwashing and ancillary services business after implementation of such planned investment, our business, financial position and profitability may be adversely affected.
We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either ● At least 75% of our gross income for the year is passive income; or ● The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.
We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either ● At least 75% of our gross income for the year is passive income; or ● The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%. 17 Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.
As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us.
We derived a significant portion of our revenue from our largest customer group during the years ended December 31, 2021, 2022 and 2023.
We are dependent upon our largest customer group for a substantial amount of our revenue. We derived a significant portion of our revenue from our largest customer group during the years ended December 31, 2022, 2023 and 2024.
The preferences and purchasing patterns of our customers can change rapidly due to technological developments in their respective industries. There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our products to the requirements and specifications of our customers.
There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our products to the requirements and specifications of our customers.
We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum of Association (our “Amended and Restated Memorandum”) and our Amended and Restated Articles of Association (our “Amended and Restated Articles”), the Companies Act and the common law of the Cayman Islands.
Our corporate affairs are governed by our Amended and Restated Memorandum of Association (our “Amended and Restated Memorandum”) and our Amended and Restated Articles of Association (our “Amended and Restated Articles”), the Companies Act and the common law of the Cayman Islands.
However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer. 18 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.
Our business relies on customer demand for our products. Any reduction in customer demand for our products may have an adverse impact on our product sales, which may in turn lead to inventory obsolescence, decline in inventory value or inventory write-off.
Our business relies on customer demand for our products. Any reduction in customer demand for our products may have an adverse impact on our product sales, which may in turn lead to inventory obsolescence, decline in inventory value or inventory write-off. In that case, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Accordingly, there is uncertainty as to whether we will be able to secure new contracts and orders in the future and in the event that our Group fails to secure new contracts or orders of contract values, size and/or margins comparable to previous orders, our business, financial condition, results of operations and prospect may be materially and adversely affected.
Accordingly, there is uncertainty as to whether we will be able to secure new contracts and orders in the future and in the event that our Group fails to secure new contracts or orders of contract values, size and/or margins comparable to previous orders, our business, financial condition, results of operations and prospect may be materially and adversely affected. 5 We do not enter into long-term agreements for the provision of centralized dishwashing and general cleaning services and there is no assurance that such agreements will be renewed in the future.
If our losses exceed the insurance coverage or are not covered by our insurance policies, we may be liable to bear such losses. Our insurance premiums may also increase substantially due to claims made. In such circumstances, our business, financial condition, results of operations and prospects may be materially and adversely affected.
If our losses exceed the insurance coverage or are not covered by our insurance policies, we may be liable to bear such losses. Our insurance premiums may also increase substantially due to claims made.
Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations and prospects. 6 We may be unable to meet the specifications of our customers or keep up with fast-changing technological developments.
Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations and prospects.
In the event that we are unable to secure new contracts from existing or new customers, there may be a significant decrease in revenue and our business, financial condition, results of operations and prospects may be materially and adversely affected. 5 We depend on our key management team and our experienced and skilled personnel and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements.
In the event that we are unable to secure new contracts from existing or new customers, there may be a significant decrease in revenue and our business, financial condition, results of operations and prospects may be materially and adversely affected.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
The needs of our customers may change as a result of new developments in technology. Our future success depends on our ability to launch better cleaning systems that meet evolving market demands of our customers, and in particular, new cleaning systems that are compatible with new products sold by our customers.
Our future success depends on our ability to launch better cleaning systems that meet evolving market demands of our customers, and in particular, new cleaning systems that are compatible with new products sold by our customers. The preferences and purchasing patterns of our customers can change rapidly due to technological developments in their respective industries.
The reasons for payment delays, cancellations or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers.
Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers.
These claims may harm our reputation, be a financial burden to defend, distract the attention of our management and prevent us from offering some services.
Also, third parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, be a financial burden to defend, distract the attention of our management and prevent us from offering some services.
If our major customer groups do not place their new orders with us, our business, financial condition, results of operations and prospects could be materially and adversely affected. In addition to maintaining and growing our business with existing customers, the success of our business also depends on our ability to attract new customers.
In addition to maintaining and growing our business with existing customers, the success of our business also depends on our ability to attract new customers. If we are unable to attract new customers, our business growth will be hampered and our business, financial condition, results of operations and prospects may be materially and adversely affected.
Although we intend to have a majority of independent directors and for our compensation and our corporate governance and nomination committees to be composed entirely of independent directors, that may change in the future so long as we remain a controlled company.
Although we intend to have a majority of independent directors and for our compensation and our nomination committees to be composed entirely of independent directors, that may change in the future so long as we remain a controlled company. 18 As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.
Major Shareholders and Related Party Transactions - Major Shareholders.” As a “controlled company,” we are exempt from certain Nasdaq corporate governance requirements, which may result in our independent directors not having as much influence as they would if we were not a controlled company.
For more information regarding our principal shareholders and their affiliated entities, see “Security Ownership of Certain Beneficial Owners and Management.” As a “controlled company,” we are exempt from certain Nasdaq corporate governance requirements, which may result in our independent directors not having as much influence as they would if we were not a controlled company.
We cannot assure you that an active public market for our Ordinary Shares will continue. If an active public market for our Ordinary Shares does not continue, the market price and liquidity of our Ordinary Shares may be materially and adversely affected.
An active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares has fluctuated significantly. We cannot assure you that an active public market for our Ordinary Shares will continue.
This may result in a need to employ more foreign workers for companies involved in the manufacturing sector in Singapore.
Both the cleaning equipment industry and the dishwashing industry face labor shortages and rising labor costs in Singapore. This may result in a need to employ more foreign workers for companies involved in the manufacturing sector in Singapore.
As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. 19 The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
Advances in technology, which permit increasingly large amounts of information to be stored on mobile devices or on third-party “cloud” servers, may increase these risks. 9 If we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.
If we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.
The war in Ukraine could materially and adversely affect our business and results of operations. The outbreak of war in February 2022 in Ukraine has affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy.
The uncertainties regarding the effects and duration of global hostilities, including the outbreak of war in Ukraine, the Israel-Gaza and Hezbollah conflict and any associated military campaigns has affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy.
We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.
In such circumstances, our business, financial condition, results of operations and prospects may be materially and adversely affected. 11 We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.
In the event of a shortage of raw materials, there may be a resultant material increase in the purchase prices of such key materials. In such event, if we are unable to pass on such price increases to our customers, our cost of production will increase whereupon our gross margin and profitability may be adversely affected.
In such event, if we are unable to pass on such price increases to our customers, our cost of production will increase whereupon our gross margin and profitability may be adversely affected. 7 The prices at which we purchase such raw materials are determined principally by market forces such as the relevant supply of and demand for such raw materials, as well as our bargaining power with our suppliers.
We may not be able to enforce our contractual rights to receive payment through legal proceedings. In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected.
In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected. 9 If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.
The computer systems of our Group are currently located at our office in Singapore, with access restricted to authorized personnel. A physical breakdown of and/or damage to our computer hardware and software systems and/or data storage facilities may lead to a loss of data.
A physical breakdown of and/or damage to our computer hardware and software systems and/or data storage facilities may lead to a loss of data.
The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline. The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business.
Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business. Also, third parties may claim that our business operations infringe on their intellectual property rights.
However, we may not adequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. 19 Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Amended and Restated Memorandum and Amended and Restated Articles) or to obtain copies of lists of shareholders of these companies.
In that case, our business, financial condition, results of operations and prospects may be materially and adversely affected. 12 Our business is subject to various cybersecurity and other operational risks. We face various cybersecurity and other operational risks relating to our businesses on a daily basis.
Our business is subject to various cybersecurity and other operational risks. We face various cybersecurity and other operational risks relating to our businesses on a daily basis.
Accordingly, our controlling shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders.
Hong’s beneficial ownership of our outstanding shares will be reduced to approximately 51.3%. Therefore, Ms. Hong will continue to control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control.
Our customers are not obliged to renew the agreement or engage us again for the provision of such services upon the expiration of the agreement. We do not have any long-term agreements with our customers.
The term of our agreements for our provision of centralized dishwashing services and general cleaning services is usually for a period of one to two years. Our customers are not obliged to renew the agreement or engage us again for the provision of such services upon the expiration of the agreement.
Additionally, certain investors and lenders may exclude companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets.
These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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The unit selling price and gross profit margin of each product may fluctuate significantly from order to order, depending on various factors and considerations, including but not limited to the following: 33 ● complexity of the design, particularly for aqueous washing systems and train cleaning systems, as the cleaning systems may include different features and various modules, components and parts, such as ultrasonic wash and rinse stations, spray rinse stations, vacuum oven, cleaning stations with robotic transfer functions, washing baskets, pneumatic control systems, heaters, sensors and pumps; ● the type and availability of the components and materials, such as stainless steel or aluminum, used for the cleaning system or equipment, which would vary in terms of cost price and component lead time; ● technical requirements for the production, including whether the customer’s approval is required for any changes to the processes, products or services for the production and manufacturing process; ● size and dimensions of the cleaning system or equipment, including the overall machine dimension, tank dimension and the size and number of modules, components and parts installed; ● level and number of functionality tests to be conducted, including whether test reports and certificates are to be provided to the customer; ● the customer’s specifications for certain designated suppliers and/or sub-contractors to be used for the production and manufacture of the cleaning system; ● purchase quantity, as certain customers may place orders for more than one unit of the same cleaning system or equipment; ● timeline for the production and manufacture of the cleaning system or equipment; ● provision of installation, testing and commissioning services; ● provision of on-site training by our technical personnel for our customer’s employees; and ● the expected number of units to be placed by our customer in the future.
The unit selling price and gross profit margin of each product may fluctuate significantly from order to order, depending on various factors and considerations, including but not limited to the following: ● complexity of the design, particularly for aqueous washing systems and train cleaning systems, as the cleaning systems may include different features and various modules, components and parts, such as ultrasonic wash and rinse stations, spray rinse stations, vacuum oven, cleaning stations with robotic transfer functions, washing baskets, pneumatic control systems, heaters, sensors and pumps; ● the type and availability of the components and materials, such as stainless steel or aluminum, used for the cleaning system or equipment, which would vary in terms of cost price and component lead time; ● technical requirements for the production, including whether the customer’s approval is required for any changes to the processes, products or services for the production and manufacturing process; ● size and dimensions of the cleaning system or equipment, including the overall machine dimension, tank dimension and the size and number of modules, components and parts installed; ● level and number of functionality tests to be conducted, including whether test reports and certificates are to be provided to the customer; ● the customer’s specifications for certain designated suppliers and/or sub-contractors to be used for the production and manufacture of the cleaning system; ● purchase quantity, as certain customers may place orders for more than one unit of the same cleaning system or equipment; ● timeline for the production and manufacture of the cleaning system or equipment; ● provision of installation, testing and commissioning services; ● provision of on-site training by our technical personnel for our customer’s employees; and ● the expected number of units to be placed by our customer in the future.
Foreign workers with the following certificates will qualify as higher skilled workers: 55 Type of qualification Certificates needed Academic qualifications - Malaysia: Sijil Pelajaran Malaysia - NAS: High school certificates - PRC: Diploma Skills Evaluation Test (“SET”) conducted by the Institute of Technical Education (“ITE”) SET Level 1 or National ITE Certificate (Nitec) Workforce skills qualification Composite Assessment for Generic Manufacturing Market-Based Skills Recognition Framework Earn a fixed monthly salary of at least SGD1,600 and worked at least four years in Singapore as a work permit holder Required safety courses For the manufacturing sector, foreign workers who handle metals and machinery in the metalworking industry, such as our foreign workers employed under JCS, must take a Metalworking Safety Orientation Course or an Apply Workplace Safety and Health in Metal Work course before their work permits can be issued, and such courses may be conducted by either the Occupational Safety and Health Training and Promotion Centre or other training institutions approved by the Chief Inspector appointed by the Minister of Manpower.
Foreign workers with the following certificates will qualify as higher skilled workers: Type of qualification Certificates needed Academic qualifications - Malaysia: Sijil Pelajaran Malaysia - NAS: High school certificates - PRC: Diploma Skills Evaluation Test (“SET”) conducted by the Institute of Technical Education (“ITE”) SET Level 1 or National ITE Certificate (Nitec) Workforce skills qualification Composite Assessment for Generic Manufacturing Market-Based Skills Recognition Framework Earn a fixed monthly salary of at least SGD1,600 and worked at least four years in Singapore as a work permit holder Required safety courses For the manufacturing sector, foreign workers who handle metals and machinery in the metalworking industry, such as our foreign workers employed under JCS, must take a Metalworking Safety Orientation Course or an Apply Workplace Safety and Health in Metal Work course before their work permits can be issued, and such courses may be conducted by either the Occupational Safety and Health Training and Promotion Centre or other training institutions approved by the Chief Inspector appointed by the Minister of Manpower.
Year Award Organized/Granted By Recipient 2013 Enterprise 50 Award KPMG and the Business Times JCS 2016 SME 1000 Ranking - Top companies ranked by sales/turnover (745th), net profit (443th) and return on equity (680th) Experian JCS 2017 SME 1000 Ranking - Top companies ranked by return on equity (631st) Experian JCS 2017 SME 1000 Ranking - Emerging 500 companies ranked by sales turnover (1134th) Experian JCS 2018 Singapore Quality Class - Recognition of Commendable Performance in Business Excellence Enterprise Singapore JCS 2018 Clean Mark Silver Award NEA Hygieia 2018 SME 1000 Ranking - Emerging 500 companies ranked by sale turnover (1118th) Experian JCS 2019 SME 1000 Ranking - Emerging 500 companies ranked by sales turnover (1490th) Experian Hygieia 2021 Clean Mark Silver Award NEA Hygieia 2022 Clean Mark Silver Award NEA Hygieia Competition The precision cleaning equipment market in Singapore is niche and relatively consolidated with just over 10 companies in play comprised of a handful of larger global companies that operate offices in Singapore, as well as several small and medium-sized players, with high barriers to entry in the form of high set-up and operating costs, and track record.
Year Award Organized/Granted By Recipient 2013 Enterprise 50 Award KPMG and the Business Times JCS 2016 SME 1000 Ranking - Top companies ranked by sales/turnover (745th), net profit (443th) and return on equity (680th) Experian JCS 2017 SME 1000 Ranking - Top companies ranked by return on equity (631st) Experian JCS 2017 SME 1000 Ranking - Emerging 500 companies ranked by sales turnover (1134th) Experian JCS 2018 Singapore Quality Class - Recognition of Commendable Performance in Business Excellence Enterprise Singapore JCS 2018 Clean Mark Silver Award NEA Hygieia 2018 SME 1000 Ranking - Emerging 500 companies ranked by sale turnover (1118th) Experian JCS 2019 SME 1000 Ranking - Emerging 500 companies ranked by sales turnover (1490th) Experian Hygieia 2021 Clean Mark Silver Award NEA Hygieia 2022 Clean Mark Silver Award NEA Hygieia 2023 Clean Mark Silver Award NEA Hygieia Competition The precision cleaning equipment market in Singapore is niche and relatively consolidated with just over 10 companies in play comprised of a handful of larger global companies that operate offices in Singapore, as well as several small and medium-sized players, with high barriers to entry in the form of high set-up and operating costs, and track record.
Any person who fails to obtain and maintain a cleaning business license while carrying on a cleaning business in Singapore will be guilty of an offense and liable on conviction for a fine not exceeding SGD10,000 or to imprisonment for a term not exceeding 12 months or both, and in the case of a continuing offense, for a further fine not exceeding SGD1,000 for every day or part thereof during which the offense continues after the conviction. 48 Prior to being licensed, cleaning businesses must meet several track record, training and salary requirements which include (a) in respect of an existing cleaning business, having at least one cleaning contract ongoing or completed in the 12 months preceding the license application (for renewal of an existing cleaning business) and in respect of new start-ups, having at least one employee with no less than 2 years of practical experience in supervising cleaning work or who has attended the requisite training modules under the Environmental Cleaning (EC) Singapore Workforce Skills Qualifications (the “WSQ”); (b) having training for its cleaning workforce, where cleaners attend at least one module under the WSQ framework or the Institute of Technical Education Skills Certificate in Housekeeping Operations (Healthcare).
Any person who fails to obtain and maintain a cleaning business license while carrying on a cleaning business in Singapore will be guilty of an offense and liable on conviction for a fine not exceeding SGD10,000 or to imprisonment for a term not exceeding 12 months or both, and in the case of a continuing offense, for a further fine not exceeding SGD1,000 for every day or part thereof during which the offense continues after the conviction. 47 Prior to being licensed, cleaning businesses must meet several track record, training and salary requirements which include (a) in respect of an existing cleaning business, having at least one cleaning contract ongoing or completed in the 12 months preceding the license application (for renewal of an existing cleaning business) and in respect of new start-ups, having at least one employee with no less than 2 years of practical experience in supervising cleaning work or who has attended the requisite training modules under the Environmental Cleaning (EC) Singapore Workforce Skills Qualifications (the “WSQ”); (b) having training for its cleaning workforce, where cleaners attend at least one module under the WSQ framework or the Institute of Technical Education Skills Certificate in Housekeeping Operations (Healthcare).
High power lasers means any laser apparatus from Class 3b and Class 4 based on the classification set out in the Second Schedule of the Non-Ionizing Radiation Regulations, being those emitting visible and/or invisible laser radiation with specified maximum accessible emission levels and those exceeding the accessible emission limits respectively. 50 The Non-Ionizing Radiation Regulations further set out the requirements for (a) ultrasound apparatus, including the requirement that every ultrasound apparatus shall be designed and constructed in such a manner that all marks, labels and signs are permanently affixed thereon and clearly visible and all user controls, meters, lights or other indicators are clearly visible, readily discernible and clearly labeled to indicate their function; and (b) high power lasers, including the requirement that every high power laser shall have a protective housing that prevents human access during operation to laser and collateral radiation that exceed the specified accessible emission limits, a safety interlock for each portion of the protective housing that is designed to be removed or displaced during operation or maintenance, a readily available remote control connector, a key-actuated master control and an emission indicator which provides a visible or audible signal during emission of accessible laser radiation in excess of the specified accessible emission limits.
High power lasers means any laser apparatus from Class 3b and Class 4 based on the classification set out in the Second Schedule of the Non-Ionizing Radiation Regulations, being those emitting visible and/or invisible laser radiation with specified maximum accessible emission levels and those exceeding the accessible emission limits respectively. 49 The Non-Ionizing Radiation Regulations further set out the requirements for (a) ultrasound apparatus, including the requirement that every ultrasound apparatus shall be designed and constructed in such a manner that all marks, labels and signs are permanently affixed thereon and clearly visible and all user controls, meters, lights or other indicators are clearly visible, readily discernible and clearly labeled to indicate their function; and (b) high power lasers, including the requirement that every high power laser shall have a protective housing that prevents human access during operation to laser and collateral radiation that exceed the specified accessible emission limits, a safety interlock for each portion of the protective housing that is designed to be removed or displaced during operation or maintenance, a readily available remote control connector, a key-actuated master control and an emission indicator which provides a visible or audible signal during emission of accessible laser radiation in excess of the specified accessible emission limits.
Our customers are corporate groups with their respective group members incorporated or established in various jurisdictions, such as Malaysia, Australia, the U.S., Thailand, Belgium, Philippines, India, South Korea, Taiwan, Japan and the PRC, for our sale of cleaning systems and other equipment business during the years ended December 31, 2022 and 2023.
Our customers are corporate groups with their respective group members incorporated or established in various jurisdictions, such as Malaysia, Australia, the U.S., Thailand, Belgium, Philippines, India, South Korea, Taiwan, Japan and the PRC, for our sale of cleaning systems and other equipment business during the years ended December 31, 2022, 2023 and 2024.
In the event any person contravenes the relevant provision in the WSHA that imposes the aforementioned duty on such person, that person is guilty of an offense, and liable on conviction (in the case of a natural person) for a fine not exceeding SGD200,000 or imprisonment for a term not exceeding two years or both, or (in the case of a body corporate) for a fine not exceeding SGD500,000. 51 Further, the Commissioner for Workplace Safety and Health (the “CWSH”) may serve a remedial order or a stop-work order in respect of a workplace if he is satisfied that (a) the workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work; (b) any person has contravened any duty imposed by the WSHA; or (c) any person has done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work.
In the event any person contravenes the relevant provision in the WSHA that imposes the aforementioned duty on such person, that person is guilty of an offense, and liable on conviction (in the case of a natural person) for a fine not exceeding SGD200,000 or imprisonment for a term not exceeding two years or both, or (in the case of a body corporate) for a fine not exceeding SGD500,000. 50 Further, the Commissioner for Workplace Safety and Health (the “CWSH”) may serve a remedial order or a stop-work order in respect of a workplace if he is satisfied that (a) the workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work; (b) any person has contravened any duty imposed by the WSHA; or (c) any person has done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work.
The exercise prices and stock price targets of any outstanding stock options, warrants and equity awards were also proportionately adjusted, as applicable. 22 Following the Share Consolidation, the daily closing bid price of our Ordinary Shares remained above $1.00 per share for ten consecutive business days from October 16, 2023 to October 27, 2023.
The exercise prices and stock price targets of any outstanding stock options, warrants and equity awards were also proportionately adjusted, as applicable. Following the Share Consolidation, the daily closing bid price of our Ordinary Shares remained above $1.00 per share for ten consecutive business days from October 16, 2023 to October 27, 2023.
Such on-site cleaning services include, among others, cleaning and maintenance of the entire food and beverage establishment and pest control, as well as the removal and disposal of food waste, litter, rubbish and refuse. 28 We typically enter into contracts for our provision of centralized dishwashing and general cleaning services with our customers for a term of one to two years.
Such on-site cleaning services include, among others, cleaning and maintenance of the entire food and beverage establishment and pest control, as well as the removal and disposal of food waste, litter, rubbish and refuse. We typically enter into contracts for our provision of centralized dishwashing and general cleaning services with our customers for a term of one to two years.
Once we have the necessary supplies on hand, our engineering and technical support team manufactures and assembles the various modules and components, which will comprise the cleaning system or equipment based or the detailed drawings and designs. 30 Our JCS Facility is well-equipped for the fabrication, production, assembly and in-house testing of our cleaning systems and equipment.
Once we have the necessary supplies on hand, our engineering and technical support team manufactures and assembles the various modules and components, which will comprise the cleaning system or equipment based or the detailed drawings and designs. Our JCS Facility is well-equipped for the fabrication, production, assembly and in-house testing of our cleaning systems and equipment.
The product lives of our cleaning systems and other equipment range from two to ten years. 25 While the focus of our sale of cleaning systems and other equipment business is on precision cleaning, we are also able to design, develop and manufacture other cleaning systems for various industrial end-use applications using our R&D and engineering capabilities.
The product lives of our cleaning systems and other equipment range from two to ten years. While the focus of our sale of cleaning systems and other equipment business is on precision cleaning, we are also able to design, develop and manufacture other cleaning systems for various industrial end-use applications using our R&D and engineering capabilities.
Our off-site centralized dishwashing services also allows our customers to cut down on manpower needed to wash dishware as well as the space allocated to dishwashing in order to maximize the dining area. Since 2015, we also provide general cleaning services to food courts and hawker centers in Singapore, which comprise off-site centralized dishwashing services and on-site cleaning services.
Our off-site centralized dishwashing services also allows our customers to cut down on manpower needed to wash dishware as well as the space allocated to dishwashing in order to maximize the dining area. 28 Since 2015, we also provide general cleaning services to food courts and hawker centers in Singapore, which comprise off-site centralized dishwashing services and on-site cleaning services.
Our procurement team will then proceed to source for and place orders for such parts, materials and components from our suppliers. (7) Production and manufacturing Generally, our production process begins with the fabrication of the outer enclosure or tank for the cleaning system or equipment while we wait for the necessary parts, materials and components to be delivered.
Our procurement team will then proceed to source for and place orders for such parts, materials and components from our suppliers. 30 (7) Production and manufacturing Generally, our production process begins with the fabrication of the outer enclosure or tank for the cleaning system or equipment while we wait for the necessary parts, materials and components to be delivered.
There are two key criteria for registration: the subject matter must be (a) a ‘design’, which means features of shape, configuration, pattern or ornament applied to article by any industrial process; and (b) ‘new’, being a design that is not the same, or substantially the same, as any other design that has been registered or published in Singapore or elsewhere, and publication includes sale or use of any article which embodies the design. 57 Inventions are protected in Singapore under the Patents Act 1994 of Singapore and may be registered either through a domestic application filed with the Registry of Patents within the Intellectual Property Office of Singapore (the “IPOS”) or an international application filed in accordance with the Patent Cooperation Treaty, with the Registry of Patents acting as the receiving office for the application.
There are two key criteria for registration: the subject matter must be (a) a ‘design’, which means features of shape, configuration, pattern or ornament applied to article by any industrial process; and (b) ‘new’, being a design that is not the same, or substantially the same, as any other design that has been registered or published in Singapore or elsewhere, and publication includes sale or use of any article which embodies the design. 56 Inventions are protected in Singapore under the Patents Act 1994 of Singapore and may be registered either through a domestic application filed with the Registry of Patents within the Intellectual Property Office of Singapore (the “IPOS”) or an international application filed in accordance with the Patent Cooperation Treaty, with the Registry of Patents acting as the receiving office for the application.
Organization Chart The chart below sets out our corporate structure as of the date of this Annual Report. 23 Entities A description of our subsidiaries is set out below. JE Cleantech International Limited (“JEC International”) On April 9, 2018, JEC International was incorporated in the BVI as a BVI business company with limited liability.
Organization Chart The chart below sets out our corporate structure as of the date of this Annual Report. Entities A description of our subsidiaries is set out below. JE Cleantech International Limited (“JEC International”) On April 9, 2018, JEC International was incorporated in the BVI as a BVI business company with limited liability.
Certain modules and components will also undergo electropolishing prior to assembly to provide additional protection to their stainless steel surface. 31 At the sub-assembly stage, our engineers and technical support team also conduct quality checks on the functionality and performance of each cleaning system module and component.
Certain modules and components will also undergo electropolishing prior to assembly to provide additional protection to their stainless steel surface. At the sub-assembly stage, our engineers and technical support team also conduct quality checks on the functionality and performance of each cleaning system module and component.
In respect of the sale of related parts used in our cleaning systems, our customers are generally offered credit periods ranging from 30 days to 60 days. In respect of the provision of centralized dishwashing services and general cleaning services, our customers are generally offered credit terms of 7 days to 30 days upon the receipt of invoice.
In respect of the sale of related parts used in our cleaning systems, our customers are generally offered credit periods ranging from 30 days to 60 days. In respect of the provision of centralized dishwashing services and general cleaning services, our customers are generally offered credit terms of 7 days to 45 days upon the receipt of invoice.
In addition, Malaysian foreign workers must be under 58 years of age and non-Malaysian foreign workers must be under 50 years of age in order to apply for a work permit. 54 Further, for the manufacturing sector, the maximum number of years a foreign worker can work in Singapore on a work permit is as follows: Nationality Type of worker Maximum period of employment PRC Basic skilled 14 years PRC Higher skilled 22 years NAS, Malaysia All No maximum period of employment Quota and levies The number of foreign workers that employers can hire under a work pass is limited by the quota or dependency ratio ceiling, and employers pay the requisite levy according to the qualification of the foreign worker employed.
In addition, Malaysian foreign workers must be under 58 years of age and non-Malaysian foreign workers must be under 50 years of age in order to apply for a work permit. 53 Further, for the manufacturing sector, the maximum number of years a foreign worker can work in Singapore on a work permit is as follows: Nationality Type of worker Maximum period of employment PRC Basic skilled 14 years PRC Higher skilled 22 years NAS, Malaysia All No maximum period of employment Quota and levies The number of foreign workers that employers can hire under a work pass is limited by the quota or dependency ratio ceiling, and employers pay the requisite levy according to the qualification of the foreign worker employed.
Our Ordinary Shares began trading on a Share Consolidation-adjusted basis on Nasdaq as of the opening of trading on October 16, 2023, under the existing ticker symbol “JCSE. The CUSIP number for the Company’s Ordinary Shares changed to G50875 205 following the Share Consolidation.
Our Ordinary Shares began trading on a Share Consolidation-adjusted basis on Nasdaq as of the opening of trading on October 16, 2023, under the existing ticker symbol “JCSE.” The CUSIP number for the Company’s Ordinary Shares changed to G50875 205 following the Share Consolidation.
While there are no specific penalties for such offense, any person guilty of an offense under the IDA for which no penalty is expressly provided shall (a) in the case of a first offense, be liable on conviction for a fine not exceeding SGD10,000 or imprisonment for a term not exceeding 6 months or both; and (b) in the case of a second or subsequent offense, be liable on conviction for a fine not exceeding SGD20,000 or imprisonment for a term not exceeding 12 months or both. 56 Central Provident Fund Act The Central Provident Fund (“CPF”) system is a mandatory social security savings scheme funded by contributions from employers and employees.
While there are no specific penalties for such offense, any person guilty of an offense under the IDA for which no penalty is expressly provided shall (a) in the case of a first offense, be liable on conviction for a fine not exceeding SGD10,000 or imprisonment for a term not exceeding 6 months or both; and (b) in the case of a second or subsequent offense, be liable on conviction for a fine not exceeding SGD20,000 or imprisonment for a term not exceeding 12 months or both. 55 Central Provident Fund Act The Central Provident Fund (“CPF”) system is a mandatory social security savings scheme funded by contributions from employers and employees.
An employer who breaches any provision of Part IV of the Employment Act is guilty of an offense and is liable on conviction for a fine not exceeding SGD5,000, and for a second or subsequent offense a fine not exceeding SGD10,000 or imprisonment for a term not exceeding 12 months or both. 53 From April 1, 2016, employers are required to issue to their employees who are covered by the Employment Act and who are employed for 14 days or more a written record of the key employment terms of the employee.
An employer who breaches any provision of Part IV of the Employment Act is guilty of an offense and is liable on conviction for a fine not exceeding SGD5,000, and for a second or subsequent offense a fine not exceeding SGD10,000 or imprisonment for a term not exceeding 12 months or both. 52 From April 1, 2016, employers are required to issue to their employees who are covered by the Employment Act and who are employed for 14 days or more a written record of the key employment terms of the employee.
We may charge our customers additional fees if extra services are required. 34 In respect of the dishwashing equipment leasing services, the rental of our dishwashing equipment to our customers is determined with reference to prevailing market rates.
We may charge our customers additional fees if extra services are required. In respect of the dishwashing equipment leasing services, the rental of our dishwashing equipment to our customers is determined with reference to prevailing market rates.
An injured employee is entitled to claim medical leave wages, medical expenses and lump sum compensation for permanent incapacity or death, subject to certain limits stipulated in the WICA. 52 An employee who has suffered an injury arising out of and in the course of his employment can choose to either: (a) report the accident to his employer in order to submit a claim for compensation through the MOM without needing to prove fault or negligence on anyone’s part.
An injured employee is entitled to claim medical leave wages, medical expenses and lump sum compensation for permanent incapacity or death, subject to certain limits stipulated in the WICA. 51 An employee who has suffered an injury arising out of and in the course of his employment can choose to either: (a) report the accident to his employer in order to submit a claim for compensation through the MOM without needing to prove fault or negligence on anyone’s part.
(“JCS”) On November 25, 1999, JCS was incorporated in Singapore as a private company with limited liability. JCS commenced business in 2005 and is principally engaged in the manufacture and sale of cleaning systems and other equipment. As part of a group reorganization on December 28, 2021, JCS became an indirect wholly-owned subsidiary of our Company. Hygieia Warewashing Pte. Ltd.
(“JCS”) On November 25, 1999, JCS was incorporated in Singapore as a private company with limited liability. JCS commenced business in 2005 and is principally engaged in the manufacture and sale of cleaning systems and other equipment. As part of a group reorganization on December 28, 2021, JCS became an indirect wholly-owned subsidiary of our Company. 24 Hygieia Warewashing Pte.
The ultimate holding company of Customer Group E is headquartered in the United States with international offices, and is listed on the New York Stock Exchange. (3) Two of the entities in Customer Group C, which are principally engaged as operators of food courts, were our customers for the years ended December 31, 2021, 2022 and 2023, respectively.
The ultimate holding company of Customer Group E is headquartered in the United States with international offices, and is listed on the New York Stock Exchange. (3) Two of the entities in Customer Group C, which are principally engaged as operators of food courts, were our customers for the years ended December 31, 2022, 2023 and 2024, respectively.
The profile of our existing customer base, coupled with the stable business relationships we have with our customers, allowed our Group (i) to secure orders from repeat customers, which contributed to approximately 100% of the total sales of our cleaning systems and other equipment for the years ended December 31, 2021, 2022 and 2023, and (ii) to gain referrals from our existing customers.
The profile of our existing customer base, coupled with the stable business relationships we have with our customers, allowed our Group (i) to secure orders from repeat customers, which contributed to approximately 100% of the total sales of our cleaning systems and other equipment for the years ended December 31, 2022, 2023 and 2024, and (ii) to gain referrals from our existing customers.
Hong has over 18 years of experience in the cleaning solutions industry in Singapore and she is primarily responsible for planning and execution of our Group’s business strategies, including product development, as well as managing our Group’s relationships. Our Group is supported by a senior management team with substantial experience in the cleaning solutions industry.
Hong has over 19 years of experience in the cleaning solutions industry in Singapore and she is primarily responsible for planning and execution of our Group’s business strategies, including product development, as well as managing our Group’s relationships. Our Group is supported by a senior management team with substantial experience in the cleaning solutions industry.
Please refer to the paragraph headed “Our Customers - Top five customers” in this section for further details of our top five customers and their respective countries of incorporation or establishment. We have established stable business relationships with our customers, with three out of our top five customers having more than 10 years of business relationships with us.
Please refer to the paragraph headed “Our Customers - Top five customers” in this section for further details of our top five customers and their respective countries of incorporation or establishment. We have established stable business relationships with our customers, with three out of our top five customers having more than 11 years of business relationships with us.
Our senior management team includes members such as Mr. Zhao Liang, who is the head of our R&D and engineering team and has over 15 years of experience in the precision cleaning equipment industry. For details of the profiles of the senior management team, please refer to “Management” in this Annual Report.
Our senior management team includes members such as Mr. Zhao Liang, who is the head of our R&D and engineering team and has over 18 years of experience in the precision cleaning equipment industry. For details of the profiles of the senior management team, please refer to “Management” in this Annual Report.
It is a question of degree in every case whether the sign is so descriptive of the goods or services in question that it will be refused registration; and (c) does not conflict with an earlier trademark, that is an earlier registered trade mark or a trademark (whether registered or not) which is well known in Singapore.
It is a question of degree in every case whether the sign is so descriptive of the goods or services in question that it will be refused registration; and (c) does not conflict with an earlier trademark, that is an earlier registered trade mark or a trademark (whether registered or not) which is well known in Singapore. Item 4A.
The gross proceeds of the offering to us, before underwriting discounts and commissions and estimated offering expenses, were approximately $12 million (including the partial exercise of the overallotment option). We did not receive any of the proceeds from the sale of Ordinary Shares by the selling shareholder. Nasdaq Deficiency.
The gross proceeds of the offering to us, before underwriting discounts and commissions and estimated offering expenses, were approximately $12 million (including the partial exercise of the overallotment option). We did not receive any of the proceeds from the sale of Ordinary Shares by the selling shareholder.
Our Customers During the years ended December 31, 2021, 2022 and 2023, our customers were from various industries, including HDD manufacturing, semiconductor manufacturing, food and beverage and public transportation. As of the date of this Annual Report, our customers continue to be from such various industries.
Our Customers During the years ended December 31, 2022, 2023 and 2024, our customers were from various industries, including HDD manufacturing, semiconductor manufacturing, food and beverage and public transportation. As of the date of this Annual Report, our customers continue to be from such various industries.
The ultimate holding company of Customer Group A is headquartered in the United States with international offices, and is listed on Nasdaq. (2) Four, five and four entities in Customer Group B, which are principally engaged in the provision of engine and industrial solutions, were our customers for the years ended December 31, 2021, 2022 and 2023, respectively.
The ultimate holding company of Customer Group A is headquartered in the United States with international offices, and is listed on Nasdaq. (2) Five, four and six entities in Customer Group B, which are principally engaged in the provision of engine and industrial solutions, were our customers for the years ended December 31, 2022, 2023 and 2024, respectively.
In other cases, our customers are generally offered credit terms of 30 days to 60 days from delivery. In respect of the sale of other equipment, our customers are generally offered credit terms of 30 days to 45 days from the day on which the order is completed.
In other cases, our customers are generally offered credit terms of 30 days to 90 days from delivery. In respect of the sale of other equipment, our customers are generally offered credit terms of 30 days to 45 days from the day on which the order is completed.
(5) Two entities in Customer Group E, which are principally engaged as ground-handling and in-flight catering services providers, were our customers for the years ended December 31, 2021, 2022 and 2023. The parent company of Customer Group F is headquartered in Singapore and is listed on the Mainboard of the Singapore Exchange Securities Trading Limited.
(5) Two, two and three entities in Customer Group E, which are principally engaged as ground-handling and in-flight catering services providers, were our customers for the years ended December 31, 2022, 2023 and 2024, respectively. The parent company of Customer Group F is headquartered in Singapore and is listed on the Mainboard of the Singapore Exchange Securities Trading Limited.
We have maintained stable business relationships with a majority of our major customers. During the years ended December 31, 2021, 2022 and 2023, our top five customers included renowned HDD manufacturers, international engine and industrial solutions provider and food and beverage establishment operators in Singapore, three of which have more than 11 years of business relationships with us.
We have maintained stable business relationships with a majority of our major customers. During the years ended December 31, 2022, 2023 and 2024, our top five customers included renowned HDD manufacturers, international engine and industrial solutions provider and food and beverage establishment operators in Singapore, three of which have more than 12 years of business relationships with us.
(4) Four, four, three of the entities in Customer Group D, all of which are principally engaged as operators of food courts and retail malls or health and eldercare service providers, were our customers for the years ended December 31, 2021, 2022 and 2023, respectively. The holding entity of Customer Group D is headquartered in Singapore.
(4) Three, three and two of the entities in Customer Group D, all of which are principally engaged as operators of food courts and retail malls or health and eldercare service providers, were our customers for the years ended December 31, 2022, 2023 and 2024, respectively. The holding entity of Customer Group D is headquartered in Singapore.
On April 22, 2022, we closed on our Initial Public Offering of 3,020,000 Ordinary Shares at a price of $4.00 per share. In addition, a selling shareholder affiliated with us sold an aggregate of 750,000 Ordinary Shares in the offering.
Recent and Other Developments Initial Public Offering On April 22, 2022, we closed on our Initial Public Offering of 3,020,000 Ordinary Shares at a price of $4.00 per share. In addition, a selling shareholder affiliated with us sold an aggregate of 750,000 Ordinary Shares in the offering.
Leveraging on our expertise in designing, developing and manufacturing cleaning systems, we set up our Hygieia Facility in 2014 with semi-automated washing lines, which are designed and manufactured in-house, for our centralized dishwashing operations.
Our Services We provide centralized dishwashing services at our Hygieia Facility in Singapore. Leveraging on our expertise in designing, developing and manufacturing cleaning systems, we set up our Hygieia Facility in 2014 with semi-automated washing lines, which are designed and manufactured in-house, for our centralized dishwashing operations.
On November 3, 2022, we received a written notification from Nasdaq indicating that, because the closing bid price of our Ordinary Shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rule 5550(a)(2) (the “Rule”).
Nasdaq Deficiencies On November 3, 2022, we received a written notification from Nasdaq indicating that, because the closing bid price of our Ordinary Shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement (the “Minimum Bid Price Requirement”) under Nasdaq rule 5550(a)(2) (the “Listing Rule”).
We effected the Share Consolidation at a ratio of 1-for-3, effective as of 11:59 pm on October 13, 2023 (the “Effective Time”), in order to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq’s Marketplace Rule 5450(a)(1).
We effected the Share Consolidation at a ratio of 1-for-3, effective October 13, 2023 (the “Effective Time”), in order to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq’s Marketplace Rule 5450(a)(1).
During the years ended December 31, 2021, 2022 and 2023 and up to the date of this Annual Report, we have not experienced any material disputes with our customers. 35 The following table sets out information on our top five customers for the periods indicated: For the year ended December 31, 2021 Customer Country of Incorporation/Establishment Product/Services Year of Commencement of Business Relationship Credit Terms General Payments Transaction Amounts (SGD’000) % of Total Sales Group A (1) Malaysia and the United States Cleaning systems 2009 60 days Telegraphic transfer $ 4,833 32.7 Group B (2) South Korea, Thailand, Belgium and the United States Other equipment & related parts 2008 60 days Telegraphic transfer $ 3,188 21.6 Group C (3) Singapore General cleaning services & leasing of dishwashing equipment 2015 30 days Telegraphic transfer $ 1,441 9.8 Group D (4) Singapore General cleaning services & leasing of dishwashing equipment 2016 45 - 60 days Telegraphic transfer $ 1,188 8.0 Group E (5) Singapore Centralized dishwashing & general cleaning services 2015 30 days Telegraphic transfer $ 1,254 8.5 TOTAL $ 11,904 80.6 For the year ended December 31, 2022 Customer Country of Incorporation/Establishment Product/Services Year of Commencement of Business Relationship Credit Terms General Payments Transaction Amounts (SGD’000) % of Total Sales Group A (1) Malaysia and the United States Cleaning systems 2009 60 days Telegraphic transfer $ 4,094 22.0 Group B (2) South Korea, Thailand, Belgium and the United States Other equipment & related parts 2008 60 days Telegraphic transfer $ 3,902 20.9 Group C (3) Singapore General cleaning services & leasing of dishwashing equipment 2016 30 days Telegraphic transfer $ 1,801 9.7 Group D (4) Singapore General cleaning services & leasing of dishwashing equipment 2015 45 - 60 days Telegraphic transfer $ 1,522 8.2 Group E (5) Singapore Centralized dishwashing & general cleaning services 2015 30 days Telegraphic transfer $ 1,370 7.3 TOTAL $ 12,689 68.1 36 For the year ended December 31, 2023 Customer Country of Incorporation/Establishment Product/Services Year of Commencement of Business Relationship Credit Terms General Payments Transaction Amounts (SGD’000) % of Total Sales Group A (1) Malaysia and the United States Cleaning systems 2009 90 days Telegraphic transfer $ 1,212 6.7 Group B (2) South Korea, Thailand, Belgium and the United States Other equipment & related parts 2008 90 days Telegraphic transfer $ 3,495 19.4 Group D (4) Singapore General cleaning services & leasing of dishwashing equipment 2015 60 days Telegraphic transfer $ 1,200 6.7 Group E (5) Singapore Centralized dishwashing & general cleaning services 2015 30 days Telegraphic transfer $ 1,642 9.1 Group F (6) Singapore Cleaning systems 2016 60 days Telegraphic transfer $ 4,372 24.2 TOTAL $ 11,921 66.1 (1) Three of the entities in Customer Group A, which are principally engaged in the manufacture of HDD, were our customers for the years ended December 31, 2021, 2022 and 2023, respectively.
During the years ended December 31, 2022, 2023 and 2024 and up to the date of this Annual Report, we have not experienced any material disputes with our customers. 35 The following table sets out information on our top five customers for the periods indicated: For the year ended December 31, 2022 Customer Country of Incorporation/Establishment Product/Services Year of Commencement of Business Relationship Credit Terms General Payments Transaction Amounts (SGD’000) % of Total Sales Group A (1) Malaysia and the United States Cleaning systems 2009 60 days Telegraphic transfer $ 4,094 22.0 Group B (2) South Korea, Thailand, Belgium and the United States Other equipment & related parts 2008 60 days Telegraphic transfer $ 3,902 20.9 Group C (3) Singapore General cleaning services & leasing of dishwashing equipment 2016 30 days Telegraphic transfer $ 1,801 9.7 Group D (4) Singapore General cleaning services & leasing of dishwashing equipment 2015 45 - 60 days Telegraphic transfer $ 1,522 8.2 Group E (5) Singapore Centralized dishwashing & general cleaning services 2015 30 days Telegraphic transfer $ 1,370 7.3 TOTAL $ 12,689 68.1 For the year ended December 31, 2023 Customer Country of Incorporation/Establishment Product/Services Year of Commencement of Business Relationship Credit Terms General Payments Transaction Amounts (SGD’000) % of Total Sales Group A (1) Malaysia and the United States Cleaning systems 2009 90 days Telegraphic transfer $ 1,212 6.7 Group B (2) South Korea, Thailand, Belgium and the United States Other equipment & related parts 2008 90 days Telegraphic transfer $ 3,495 19.4 Group D (4) Singapore General cleaning services & leasing of dishwashing equipment 2015 60 days Telegraphic transfer $ 1,200 6.7 Group E (5) Singapore Centralized dishwashing & general cleaning services 2015 30 days Telegraphic transfer $ 1,642 9.1 Group F (6) Singapore Cleaning systems 2016 60 days Telegraphic transfer $ 4,372 24.2 TOTAL $ 11,921 66.1 36 For the year ended December 31, 2024 Customer Country of Incorporation/Establishment Product/Services Year of Commencement of Business Relationship Credit Terms General Payments Transaction Amounts (SGD’000) % of Total Sales Group A (1) Malaysia and the United States Cleaning systems 2009 90 days Telegraphic transfer $ 7,795 40.4 Group B (2) South Korea, Thailand, Belgium and the United States Other equipment & related parts 2008 90 days Telegraphic transfer $ 2,652 13.8 Group D (4) Singapore General cleaning services & leasing of dishwashing equipment 2015 60 days Telegraphic transfer $ 738 3.9 Group E (5) Singapore Centralized dishwashing & general cleaning services 2015 30 days Telegraphic transfer $ 1,532 7.9 Group G (7) Singapore Cleaning systems 2016 60 days Telegraphic transfer $ 798 4.1 TOTAL $ 13,515 70.1 (1) Three of the entities in Customer Group A, which are principally engaged in the manufacture of HDD, were our customers for the years ended December 31, 2022, 2023 and 2024, respectively.
In April 2022, we closed on the sale of 3,020,000 newly issued Ordinary Shares and Triple Business Limited sold 750,000 of our Ordinary Shares in our Initial Public Offering. See “Item 7. Major Shareholders and Related Party Transactions - Major Shareholders” for information on the current shareholdings of our major shareholders.
Ltd. became our direct and indirect subsidiaries. 23 In April 2022, we closed on the sale of 3,020,000 newly issued Ordinary Shares and Triple Business Limited sold 750,000 of our Ordinary Shares in our Initial Public Offering. See “Item 7. Major Shareholders and Related Party Transactions - Major Shareholders” for information on the current shareholdings of our major shareholders.
Our cleaning systems and other equipment are mainly sold in Singapore and Malaysia, and we provided centralized dishwashing and ancillary services to customers in Singapore. Top five customers For the years ended December 31, 2021, 2022 and 2023, our top five customers accounted for approximately 80.6%, 68.1% and 66.1% of our total revenue, respectively.
Our cleaning systems and other equipment are mainly sold in Singapore and Malaysia, and we provided centralized dishwashing and ancillary services to customers in Singapore. Top five customers For the years ended December 31, 2022, 2023 and 2024, our top five customers accounted for approximately 68.1%, 66.1% and 75.9% of our total revenue, respectively.
Upon completion of our reorganization, we were owned as to 9,600,000, 1,680,000, 480,000 and 240,000 Ordinary Shares by JE Cleantech Global Limited, Triple Business Limited, Ever Bloom Properties Company Limited and Aqua Lady Group Limited, respectively, and JE Cleantech International Limited, JCS-Echigo Pte. Ltd., Hygieia Warewashing Pte. Ltd. and Evoluxe Pte. Ltd. became our direct and indirect subsidiaries.
Upon completion of our reorganization on December 28, 2021, we were owned as to 9,600,000, 1,680,000, 480,000 and 240,000 Ordinary Shares by JE Cleantech Global Limited, Triple Business Limited, Ever Bloom Properties Company Limited and Aqua Lady Group Limited, respectively, and JE Cleantech International Limited, JCS-Echigo Pte. Ltd., Hygieia Warewashing Pte. Ltd. and Evoluxe Pte.
Licenses and Permits The following licenses are material for our Group’s operations: Description Issuing Authority Expiry Date Issued to License to operate a cleaning business NEA February 26, 2025 Hygieia License / Certificate issued under the Radiation Protection Act NEA July 2, 2025 JCS 43 Certifications As of April 1, 2024, we have received the following certifications: Relevant authority/organization Recipient Relevant list/category Qualification/ License/Grading Date of grant/registration Date of expiry Workplace Safety and Health Council Hygieia BizSAFE Level 3 August 7, 2021 August 10, 2024 Workplace Safety and Health Council JCS BizSAFE Level Star August 23, 2017 June 22, 2026 Islamic Religious Council of Singapore Hygieia Storage management Halal Certificate N/A March 31, 2025 SGS Hygieia Food safety management ISO 22000: 2005 August 26, 2021 August 25, 2024 SOCOTEC Certification International JCS Occupational Health and Safety Management ISO 45001: 2018 July 7, 2017 June 22, 2026 SOCOTEC Certification International JCS Quality management system ISO 9001: 2015 June 23, 2017 June 22, 2026 We intend to apply for the renewal of the above relevant certifications prior to their respective expiry dates and based on past experience, our directors do not foresee any material difficulties in renewing the certifications of our Group.
Licenses and Permits The following licenses are material for our Group’s operations: Description Issuing Authority Expiry Date Issued to License to operate a cleaning business NEA February 26, 2026 Hygieia License / Certificate issued under the Radiation Protection Act NEA July 2, 2025 JCS Certifications As of the date of this Annual Report, we have received the following certifications: Relevant authority/organization Recipient Relevant list/category Qualification/ License/Grading Date of grant/registration Date of expiry Workplace Safety and Health Council Hygieia BizSAFE Level 3 August 7, 2021 July 29, 2027 Workplace Safety and Health Council JCS BizSAFE Level Star August 23, 2017 June 22, 2026 Islamic Religious Council of Singapore Hygieia Storage management Halal Certificate N/A March 31, 2026 SGS Hygieia Food safety management ISO 22000: 2005 August 26, 2021 August 25, 2027 SOCOTEC Certification International JCS Occupational Health and Safety Management ISO 45001: 2018 July 7, 2017 June 22, 2026 SOCOTEC Certification International JCS Quality management system ISO 9001: 2015 June 23, 2017 June 22, 2026 We intend to apply for the renewal of the above relevant certifications prior to their respective expiry dates and based on past experience, our directors do not foresee any material difficulties in renewing the certifications of our Group. 42 Awards and Accreditations Throughout our operating history, our Group has received a number of awards and accreditations in recognition of our performance and quality products and services.
Our Group’s largest customer accounted for approximately 32.7%, 22.0% and 24.2% of our total revenue, respectively, for the corresponding year.
Our Group’s largest customer accounted for approximately 22.0%, 24.2% and 40.4% of our total revenue, respectively, for the corresponding year.
Other than for our Halal semi-automated washing line, there was a steady increase in the utilization rates of the washing lines at our Hygieia Facility from the year ended December 31, 2022 to the year ended December 31, 2023 as (i) the number of food establishments utilizing our centralized dishwashing services increased; (ii) there was higher footfall and demand for dine-in services at our customers’ food and beverage establishments as a result of the resumption of dine-in services, which resulted in a higher volume of soiled dishware from our customers; and (iii) additional customers contracted for our centralized dishwashing services.
Hygieia Facility The utilization rates of the washing lines at our Hygieia Facility is optimal from the year ended December 31, 2022 to the year ended December 31, 2023 and from the year ended December 31, 2023 to the year ended December 31, 2024 as (i) the number of food establishments utilizing our centralized dishwashing services increased; (ii) there was higher footfall and demand for dine-in services at our customers’ food and beverage establishments as a result of the resumption of dine-in services, which resulted in a higher volume of soiled dishware from our customers; and (iii) additional customers contracted for our centralized dishwashing services.
We are also a leading centralized dishwashing services provider in Singapore. For the years ended December 31, 2021, 2022 and 2023, our Group generated approximately SGD9.0 million, SGD11.4 million and SGD11.0 million of revenue from our sale of cleaning systems and other equipment business, representing approximately 60.8%, 61.4% and 61.0% of our total revenue, respectively.
We are also a leading centralized dishwashing services provider in Singapore. 25 For the years ended December 31, 2022, 2023 and 2024, our Group generated approximately SGD11.4 million, SGD11.0 million and SGD12.0 million of revenue, respectively, from our sale of cleaning systems and other equipment business, representing approximately 61.4%, 61.0% and 62.1% of our total revenue, respectively.
In respect of the provision of centralized dishwashing services and general cleaning services, we generally charge our customers a fixed monthly fee which is determined with reference to factors such as the size, number of seats and expected customer turnover of the food and beverage establishment, frequency of delivery and collection of dishware on a daily basis, our costs of dishwashing (including staff costs, cleaning detergent costs and utilities costs), sub-contracting costs, logistic costs, expected costs to be incurred by our customers if they had the capacity and were to engage their own staff to wash the dishware, duration of the contract and the capacity and utilization rate of our dishwashing lines.
In respect of the sale of related parts used in our cleaning systems, we generally determine the price based on the selling price suggested by our suppliers or at a mark-up of our own costs. 34 In respect of the provision of centralized dishwashing services and general cleaning services, we generally charge our customers a fixed monthly fee which is determined with reference to factors such as the size, number of seats and expected customer turnover of the food and beverage establishment, frequency of delivery and collection of dishware on a daily basis, our costs of dishwashing (including staff costs, cleaning detergent costs and utilities costs), sub-contracting costs, logistic costs, expected costs to be incurred by our customers if they had the capacity and were to engage their own staff to wash the dishware, duration of the contract and the capacity and utilization rate of our dishwashing lines.
As of the date of this Annual Report, our Group is comprised of the Company and its subsidiaries, JE Cleantech International Limited, JCS-Echigo Pte Ltd., Hygieia Warewashing Pte. Ltd. and Evoluxe Pte. Ltd. Recent and Other Developments Initial Public Offering .
As of the date of this Annual Report, our Group is comprised of the Company and its subsidiaries, JE Cleantech International Limited, JCS-Echigo Pte Ltd., Hygieia Warewashing Pte. Ltd. and Evoluxe Pte. Ltd.
These workers would either have some prior training in cleaning or have a number of years of relevant working experience, and will be screened before they are allowed to enroll in the AOP. 49 On June 7, 2021, the Tripartite Cluster of Cleaners recommended the introduction of enhanced mandatory training requirements under the Skills Framework for Environmental Services and that the number of WSQ training modules be increased as follows: Job Roles Current By December 31, 2023 Beyond 2025 All cleaners Minimum of 1 WSQ module (for licensing conditions) 2 modules in total (1 mandatory workplace safety and health related module and 1 core module that is endorsed by the Tripartite Cluster of Cleaners) 3 modules in total Multi-skilled cleaners 4 modules in total Mechanical Driver Supervisor Environmental Protection and Management Act The Environmental Protection and Management Act 1999 of Singapore and its subsidiary legislation are administered by the NEA, which provide for, among other things, laws relating to pollution control in Singapore through the regulation of various industries.
On June 7, 2021, the Tripartite Cluster of Cleaners recommended the introduction of enhanced mandatory training requirements under the Skills Framework for Environmental Services and that the number of WSQ training modules be increased as follows: Job Roles Current By December 31, 2023 Beyond 2025 All cleaners Minimum of 1 WSQ module (for licensing conditions) 2 modules in total (1 mandatory workplace safety and health related module and 1 core module that is endorsed by the Tripartite Cluster of Cleaners) 3 modules in total Multi-skilled cleaners 4 modules in total Mechanical Driver Supervisor Environmental Protection and Management Act The Environmental Protection and Management Act 1999 of Singapore and its subsidiary legislation are administered by the NEA, which provide for, among other things, laws relating to pollution control in Singapore through the regulation of various industries.
A Singaporean or Permanent Resident employee employed under a contract of service, including the company’s director, is counted as (a) one local employee if they earn the LQS of at least SGD1,400 per month; and (b) 0.5 local employee if they earn half the LQS of at least SGD700 to SGD1,400 per month.
A Singaporean or Permanent Resident employee employed under a contract of service, including the company’s director, is counted as (a) one local employee if they earn the LQS of at least SGD1,400 per month; and (b) 0.5 local employee if they earn half the LQS of at least SGD700 to SGD1,400 per month. 54 Employers pay less levy for higher skilled foreign workers.
We consider customer feedback a valuable tool for improving our products and services. Our sales and marketing team is also responsible for handling customers’ complaints and any complaints arising from product defects or service quality and will relay such feedback internally to the relevant teams for follow up.
Our sales and marketing team is also responsible for handling customers’ complaints and any complaints arising from product defects or service quality and will relay such feedback internally to the relevant teams for follow up.
Hong Bee Yin, our Chairman, Executive Director and Chief Executive Officer. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore and in the markets in which we operate.
We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore and in the markets in which we operate.
The production and manufacturing processes for the modules and components of our cleaning systems and equipment include (a) laser cutting machines to cut metal sheets to form the machine cover and various parts required to assemble the cleaning system or equipment, such as brackets and air knives; (b) welding machines to weld together and assemble the fabricated tanks or enclosures with the various parts manufactured; and (c) machining tools to manufacture precision parts such as robotic arms.
The production and manufacturing processes for the modules and components of our cleaning systems and equipment include (a) laser cutting machines to cut metal sheets to form the machine cover and various parts required to assemble the cleaning system or equipment, such as brackets and air knives; (b) welding machines to weld together and assemble the fabricated tanks or enclosures with the various parts manufactured; and (c) machining tools to manufacture precision parts such as robotic arms. 31 (d) Sub-assembly and system integration of modules and components Once each module and component has been manufactured, it is sent to our sub-assembly and system integration units for assembly and implementation.
To help employers meet the challenge of having to release workers for training, Workforce Singapore has introduced the Assessment Only Pathway (“AOP”) qualifying criteria, aimed at allowing workers to obtain their EC WSQ qualification through assessment without having to attend classroom training.
The WSQ qualifications will be awarded after the worker completes the required number of SOAs. 48 To help employers meet the challenge of having to release workers for training, Workforce Singapore has introduced the Assessment Only Pathway (“AOP”) qualifying criteria, aimed at allowing workers to obtain their EC WSQ qualification through assessment without having to attend classroom training.
These manufacturers benefit from the robust growth of Malaysia’s position as a global hub for semiconductor manufacturing. 44 We are also of the view that the dishwashing services market in Singapore currently has a low penetration rate, and that approximately 80% of the potential food and beverage market remains untapped and relatively consolidated to about 10 players, with four bigger companies, including our Group, dominating the market, and several other smaller players making up the remainder.
We are also of the view that the dishwashing services market in Singapore currently has a low penetration rate, and that approximately 80% of the potential food and beverage market remains untapped and relatively consolidated to about 10 players, with four bigger companies, including our Group, dominating the market, and several other smaller players making up the remainder.
In particular, megasonic cleaning uses higher frequencies to produce controlled cavitations, with cleaning bubbles that are smaller and less energetic but more numerous, thereby providing more gentle cleaning of fragile and delicate components and the removal of microscopic contaminants. Megasonic cleaning also reduces or eliminates cavitation erosion and the likelihood of surface damage to the product being cleaned.
In particular, megasonic cleaning uses higher frequencies to produce controlled cavitations, with cleaning bubbles that are smaller and less energetic but more numerous, thereby providing more gentle cleaning of fragile and delicate components and the removal of microscopic contaminants.
Design, Development and Sale Process A brief description of our design and development process of our cleaning systems is set out as follows: (1) Customers contact our sales team to inquire about our cleaning systems or we submit tenders to potential customers to bid for contracts Generally, customers will approach our sales team to inquire about the purchase of our cleaning systems and may inform us of their specifications or requirements.
Ancillary to our sale of cleaning systems, our Group also manufactures and sells other equipment such as filtration units, provides repair and servicing of cleaning systems and sells related parts. 29 Design, Development and Sale Process A brief description of our design and development process of our cleaning systems is set out as follows: (1) Customers contact our sales team to inquire about our cleaning systems or we submit tenders to potential customers to bid for contracts Generally, customers will approach our sales team to inquire about the purchase of our cleaning systems and may inform us of their specifications or requirements.
(“Hygieia”) On December 29, 2010, Hygieia was incorporated in Singapore as a private company with limited liability. Hygieia commenced business in 2013 and is principally engaged in the provision of centralized dishwashing services, general cleaning services and leasing of dishwashing equipment. As part of an internal reorganization on December 28, 2021, Hygieia became an indirect wholly-owned subsidiary of our Company.
Ltd. (“Hygieia”) On December 29, 2010, Hygieia was incorporated in Singapore as a private company with limited liability. Hygieia commenced business in 2013 and is principally engaged in the provision of centralized dishwashing services, general cleaning services and leasing of dishwashing equipment.
(2) Our sales team conducts site visit at our customer ’ s premises and assesses the services required Our sales team will conduct a site visit at the customer’s premises, to inspect the space and the logistical arrangements to be made for collection of the soiled dishware to our Hygieia Facility and delivery of the cleaned dishware from our Hygieia Facility. 32 (3) Our sales team will provide a price quotation to our customer.
In such instances, we may request a quotation for such on-site cleaning services from our sub-contractors or may undertake such on-site cleaning services ourselves. 32 (2) Our sales team conducts site visit at our customer ’ s premises and assesses the services required Our sales team will conduct a site visit at the customer’s premises, to inspect the space and the logistical arrangements to be made for collection of the soiled dishware to our Hygieia Facility and delivery of the cleaned dishware from our Hygieia Facility.
Consequently, we were in compliance with all applicable Nasdaq listing standards and the prior bid price deficiency matter was closed. Corporate Structure Our Company was incorporated in the Cayman Islands on January 29, 2019 under the Companies Act as an exempted company with limited liability. Our authorized share capital is US$100,000 divided into 100,000,000 Ordinary Shares, par value US$0.001 each.
Corporate Structure Our Company was incorporated in the Cayman Islands on January 29, 2019 under the Companies Act as an exempted company with limited liability. Our authorized share capital is US$100,000 divided into 100,000,000 Ordinary Shares, par value US$0.001 each.
The table below sets forth the revenue generated from our sale of cleaning systems and other equipment by product type during the years ended December 31, 2021, 2022 and 2023: 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Aqueous washing systems 4,757 60.9 5,171 49.3 5,600 55.0 Plating and cleaning systems - - - - - - Other equipment 3,056 39.1 5,311 50.7 4,581 45.0 Total 7,813 100.0 10,482 100.0 10,181 100.0 26 The table below sets out the features and major types of industrial end-use applications of the different types of cleaning systems: Our cleaning systems are designed and customized based on our customers’ requirements and specifications, and accordingly the cleaning systems that we manufacture and sell are of varying sizes and have different features and functions.
Megasonic cleaning also reduces or eliminates cavitation erosion and the likelihood of surface damage to the product being cleaned. 26 The table below sets forth the revenue generated from our sale of cleaning systems and other equipment by product type during the years ended December 31, 2022, 2023 and 2024: 2022 2023 2024 SGD’000 % SGD’000 % SGD’000 % Aqueous washing systems 5,171 49.3 5,600 55.0 8,478 76.2 Other equipment 5,311 50.7 4,581 45.0 2,652 23.8 Total 10,482 100.0 10,181 100.0 11,130 100.0 The table below sets out the features and major types of industrial end-use applications of the different types of cleaning systems: Our cleaning systems are designed and customized based on our customers’ requirements and specifications, and accordingly the cleaning systems that we manufacture and sell are of varying sizes and have different features and functions.
For the years ended December 31, 2021, 2022 and 2023, our Group generated approximately SGD5.8 million, SGD7.8 million and SGD7.0 of revenue from our provision of centralized dishwashing and ancillary services business, representing approximately 39.2%, 38.6% and 39.0% of our total revenue, respectively. The portion of our revenue from each business line has not changed substantially through March 31, 2024.
For the years ended December 31, 2022, 2023 and 2024, our Group generated approximately SGD7.8 million, SGD7.0 and SGD7.3 million of revenue, respectively, from our provision of centralized dishwashing and ancillary services business, representing approximately 38.6%, 39.0% and 37.9% of our total revenue, respectively.
Employees As of December 31, 2023, we employed a total of 103 persons, who were all located in Singapore, as compared to 102 as of December 31, 2022 and 90 of December 31, 2021, who were also all located in Singapore. Employees are not covered by collective bargaining agreements.
Employees As of December 31, 2024, we employed a total of 95 persons, who were all located in Singapore, as compared to 103 as of December 31, 2023 and 102 as of December 31, 2022, who were also all located in Singapore.
As of the Effective Time, every three shares of our issued and outstanding Ordinary Shares were combined into one issued and outstanding Ordinary Share, thereby reducing the number of outstanding shares from 15,020,000 to 5,006,666.
As of the Effective Time, every three of our issued and outstanding Ordinary Shares were combined into one issued and outstanding Ordinary Share, thereby reducing the number of outstanding shares from 15,020,000 to 5,006,666. The total number of authorized Ordinary Shares was reduced from 100,000,000 to 33,333,333.33, and the par value changed from $0.001 per share to $0.003 per share.
Evoluxe Pte. Ltd. (“Evoluxe”) On May 6, 2016, Evoluxe was incorporated in Singapore as a private company with limited liability. Evoluxe has been dormant since incorporation and has not engaged in any business activities since its incorporation.
As part of an internal reorganization on December 28, 2021, Hygieia became an indirect wholly-owned subsidiary of our Company. Evoluxe Pte. Ltd. (“Evoluxe”) On May 6, 2016, Evoluxe was incorporated in Singapore as a private company with limited liability. Evoluxe has been dormant since incorporation and has not engaged in any business activities since its incorporation.
Upon the completion of each unit, the worker will be awarded a statement of attainment (“SOA”). The WSQ qualifications will be awarded after the worker completes the required number of SOAs.
Upon the completion of each unit, the worker will be awarded a statement of attainment (“SOA”).
You should consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations. Our business operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies and businesses incorporated and/or operating in Singapore.
Our business operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies and businesses incorporated and/or operating in Singapore.
Our Products and Services Our Products The cleaning systems and other equipment we manufacture and sell can be categorized into four different categories, namely aqueous washing systems, plating and cleaning systems, train cleaning systems and other equipment, such as filtration units.
The portion of our revenue from each business line has not changed substantially through December 31, 2024. Our Products and Services Our Products The cleaning systems and other equipment we manufacture and sell can be categorized into four different categories, namely aqueous washing systems, plating and cleaning systems, train cleaning systems and other equipment, such as filtration units.
As of November 3, 2023, we regained compliance with the Minimum Bid Requirement Listing Rule, and the matter was closed. 21 On December 14, 2023, we received another written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “2023 Nasdaq Notification”) stating that our Ordinary Shares failed to maintain a minimum bid price of $1.00 over the last 30 consecutive business days as required by the Minimum Bid Price Requirement Listing Rule.
Subsequently, on December 14, 2023, we received another written notification from Nasdaq stating that our Ordinary Shares failed to maintain a minimum bid price of $1.00 over the last 30 consecutive business days as required by the Minimum Bid Price Requirement.
Provision of repair and servicing of cleaning systems and sale of related parts amounted to approximately SGD1.2 million, SGD1.0 million and SGD0.8 million in revenue, representing approximately 7.9%, 5.2% and 4.5% of our total revenue, for the years ended December 31, 2021, 2022 and 2023, respectively. 27 We are the sole distributor of STICO anti-slip shoes in Singapore, and our customers are mainly food and beverage establishments in Singapore.
Provision of repair and servicing of cleaning systems and sale of related parts amounted to approximately SGD1.0 million, SGD0.8 million and SGD0.8 million in revenue, representing approximately 5.2%, 4.5% and 4.4% of our total revenue, for the years ended December 31, 2022, 2023 and 2024, respectively.
As part of an internal reorganization on December 28, 2021, Evoluxe became an indirect wholly-owned subsidiary of our Company. 24 Key Milestones The key milestones in the development of our Group are highlighted chronologically below: Year Milestones 1999 JCS was established. 2005 JCS began its business in the sale of cleaning systems. 2006 We established the JCS Facility and commenced the business of the design, development, manufacture and sale of cleaning systems.
Key Milestones The key milestones in the development of our Group are highlighted chronologically below: Year Milestones 1999 JCS was established. 2005 JCS began its business in the sale of cleaning systems. 2006 We established the JCS Facility and commenced the business of the design, development, manufacture and sale of cleaning systems.
We generally do not offer any product return or refunds for our cleaning systems and other equipment as our customers acknowledge that our products are functional and met their technical specifications upon delivery and inspection by them. Our Services We provide centralized dishwashing services at our Hygieia Facility in Singapore.
Other equipment is warranted to be in good working order without faulty workmanship or faulty materials. We generally do not offer any product return or refunds for our cleaning systems and other equipment as our customers acknowledge that our products are functional and met their technical specifications upon delivery and inspection by them.
Our Group and our Chairman, Ms. Hong, have participated in overseas exhibitions, trade shows and industry forums to promote our Group’s products and services. Our Chairman, Ms. Hong has also taken interviews from magazines and newspapers to promote our Group’s products and services.
Our Chairman, Ms. Hong has also taken interviews from magazines and newspapers to promote our Group’s products and services. Our Group has also participated in overseas exhibitions and trade shows where we showcase our products to potential customers in order to increase our publicity and presence in the cleaning solutions industry.
The parent company of Customer Group F is headquartered in Switzerland and is listed on the Mainboard of the SIX Swiss Exchange. 37 Competitive Strengths Long and proven track record in precision cleaning in Singapore We have been providing cleaning systems to our customers for over 14 years and have accumulated extensive industry experience.
The company is now privatized. 37 Competitive Strengths Long and proven track record in precision cleaning in Singapore We have been providing cleaning systems to our customers for over 15 years and have accumulated extensive industry experience.
In addition, when suitable opportunities arise, we will also submit tenders to potential customers to bid for certain contracts based on customers’ tender requirements. 29 (2) Our R&D and engineering team will evaluate our customer ’ s requirements and specifications Based on the customer’s initial instructions, our R&D and engineering team will evaluate and will have internal discussions on the design and development plan for the proposed cleaning system.
(2) Our R&D and engineering team will evaluate our customer ’ s requirements and specifications Based on the customer’s initial instructions, our R&D and engineering team will evaluate and will have internal discussions on the design and development plan for the proposed cleaning system.
Failure to provide adequate insurance is an offense carrying a fine of up to SGD10,000 or imprisonment for a term of up to 12 months, or both. For further information on our Group’s insurance policies, please refer to Item 4. “Information on the Company - Insurance”.
Failure to provide adequate insurance is an offense carrying a fine of up to SGD10,000 or imprisonment for a term of up to 12 months, or both.
(6) One entity in Customer Group F, which are principally engaged in the provision of customized commercial and industrial solution services, were our customers for the years ended December 31, 2021, 2022 and 2023.
(6) One entity in Customer Group F, which is principally engaged in the provision of customized commercial and industrial solution services, was our customer for the years ended December 31, 2022, 2023 and 2024, respectively. The parent company of Customer Group F is headquartered in Switzerland and is listed on the Mainboard of the SIX Swiss Exchange.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The prices at which we purchase such raw materials are determined principally by market forces such as the relevant supply and demand of such raw materials, as well as our bargaining power with our suppliers.
The prices at which we purchase such raw materials are determined principally by market forces, such as the relevant supply, demand of such raw materials and as well as our bargaining power with our suppliers.
As of December 31, 2023, our bank indebtedness equaled an aggregate of SGD8.0 million, of which SGD7.8 million is denominated in Singapore dollars and bears interest at a variable rate ranging from 1.25% to 1.5% above the Singapore Interbank Offered Rate (“SIBOR”) and SGD0.1 million is denominated in US dollars and bears interest at 1.25% above the London Interbank Offer Rate (“LIBOR”).
Bank indebtedness As of December 31, 2023, our bank indebtedness equaled an aggregate of SGD8.0 million, of which SGD7.8 million is denominated in Singapore dollars and bears interest at a variable rate ranging from 1.25% to 1.5% above the Singapore Interbank Offered Rate (“SIBOR”) and SGD0.1 million is denominated in US dollars and bears interest at 1.25% above the London Interbank Offer Rate (“LIBOR”).
For the year ended December 31, 2023, our net cash generated from operating activities was approximately SGD1.7 million, which primarily reflected our net income of approximately SGD0.5 million, as positively adjusted by (i) the non-cash depreciation of property, plant and equipment of approximately SGD0.7 million, (ii) the increase in contract liabilities of approximately SGD2.6 million, and (iii) the decrease in accounts receivable of approximately SGD0.8 million.
For the year ended December 31, 2023, our net cash generated from operating activities was approximately SGD1.4 million, which primarily reflected our net income of approximately SGD0.5 million, as positively adjusted by (i) the non-cash depreciation of property, plant and equipment of approximately SGD0.7 million, (ii) the increase in contract liabilities of approximately SGD2.6 million, and (iii) the decrease in accounts receivable of approximately SGD0.8 million.
Miscellaneous expenses were mainly comprised of office upkeep and maintenance, membership and subscription fees, recruitment expenses, permits and licenses renewal fee, medical expenses, donation and other miscellaneous expenses. 65 Other income Other income of our Group amounted to approximately SGD0.7 million, SGD0.5 million and SGD0.7 million for the years ended December 31, 2022, 2022 and 2023, respectively.
Miscellaneous expenses were mainly comprised of office upkeep and maintenance, membership and subscription fees, recruitment expenses, permits and licenses renewal fee, medical expenses, donation and other miscellaneous expenses. Other income Other income of our Group amounted to approximately SGD0.5 million and SGD0.7 million for the years ended December 31, 2022 and 2023, respectively.
Our Group’s operations are based in Singapore and we are subject to income tax on an entity basis on the estimated chargeable income arising in Singapore at the statutory rate of 17%. 67 For the year ended December 31, 2023, our income tax decreased to approximately SGD0.1 million, and our effective tax rate was approximately 17.6%.
Our Group’s operations are based in Singapore and we are subject to income tax on an entity basis on the estimated chargeable income arising in Singapore at the statutory rate of 17%. For the year ended December 31, 2023, our income tax decreased to approximately SGD0.1 million, and our effective tax rate was approximately 17.6%.
As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollar and SGD. If the SGD depreciates against the U.S. dollar, the value of our SGD revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline.
As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the US Dollar and SGD. If the SGD depreciates against the US Dollar, the value of our SGD revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline.
Critical Accounting Policies and Estimates Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
Critical Accounting Estimates Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
The government capability development grant for the years ended December 31, 2023 and December 31, 2022 is a financial support from the Singapore Government to support the capabilities in development of autonomous and robotic products. 66 Interest expense Our interest expense arose from lease liabilities and secured bank loans.
The government capability development grant for the years ended December 31, 2023 and December 31, 2022 is a financial support from the Singapore Government to support the capabilities in development of autonomous and robotic products. Interest expense Our interest expense arose from lease liabilities and secured bank loans.
During the years ended December 31, 2021, 2022 and 2023, the customers for our cleaning systems and other equipment were mainly located in Singapore and Malaysia.
During the years ended December 31, 2022 and 2023, the customers for our cleaning systems and other equipment were mainly located in Singapore and Malaysia.
The following table sets forth the breakdown of our income tax for the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 SGD’000 SGD’000 SGD’000 Current tax expense 37 289 158 Deferred tax (37 ) (54 ) (47 ) Total - 235 111 Pursuant to the rules and regulations of the Cayman Islands and the BVI, our Group is not subject to any income tax in the Cayman Islands and the BVI.
The following table sets forth the breakdown of our income tax for the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 SGD’000 SGD’000 Current tax expense 289 158 Deferred tax (54 ) (47 ) Total 235 111 Pursuant to the rules and regulations of the Cayman Islands and the BVI, our Group is not subject to any income tax in the Cayman Islands and the BVI.
During the years ended December 31, 2021, 2022 and 2023, the majority of our raw materials were commonly available from the marketplace, and their prices are affected by market forces. We monitor supply and cost trends of these raw materials and take appropriate actions to obtain the materials we need for production.
During the years ended December 31, 2022, 2023 and 2024, the majority of our raw materials were commonly available from the marketplace, and their prices are affected by market forces. We monitor supply and cost trends of these raw materials and take appropriate actions to obtain the materials we need for production.
However, we can provide no assurance that we will be unaffected by higher inflation rates in Singapore in the future. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk We are exposed to interest rate risk while we have short-term bank loans outstanding.
However, we can provide no assurance that we will be unaffected by higher inflation rates in Singapore or globally in the future. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk We are exposed to interest rate risk while we have short-term bank loans outstanding.
Wholesale sales of STICO anti-slip shoes represented the income generated from wholesale of STICO anti-slip shoes mainly to food and beverage establishments in Singapore, which amounted to approximately SGD0.1 million, SGD0.2 million and SGD0.1 million for the years ended December 31, 2021, 2022 and 2023, respectively.
Wholesale sales of STICO anti-slip shoes represented the income generated from the wholesale sale of STICO anti-slip shoes, mainly to food and beverage establishments in Singapore, which amounted to approximately SGD0.2 million and SGD0.1 million for the years ended December 31, 2022 and 2023, respectively.
The loss allowance for accounts receivable related to a general provision for accounts receivable applying the simplified approach to providing for expected credit loss(es) (the ‘‘ECL(s)’’). Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default.
The loss allowance for accounts receivable related to a general provision for accounts receivable applying the simplified approach to providing for expected credit loss(es) (the “ECL(s)’’). Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default.
Our overall gross profit margins were approximately 15.9%, 27.5% and 24.2% for the years ended December 31, 2021, 2022 and 2023, respectively. Our total gross profit decreased during the year ended December 31, 2023, primarily due to an increase in the cost of raw materials, such as stainless steel, aluminum and electronic components, and in production overhead.
Our overall gross profit margins were approximately 27.5% and 24.2% for the years ended December 31, 2022 and 2023, respectively. Our total gross profit decreased during the year ended December 31, 2023, primarily due to an increase in the cost of raw materials, such as stainless steel, aluminum and electronic components, and in production overhead.
During the years ended December 31, 2022 and 2023, accounts receivable were closely monitored and reviewed on a regular basis to identify any potential non-payment or delay in payment.
During the years ended December 31, 2023 and 2024, accounts receivable were closely monitored and reviewed on a regular basis to identify any potential non-payment or delay in payment.
These uncertainties could have a material adverse effect on our business, results of operations and financial conditions, and affect our ability to remain profitable and achieve business growth. Non-recurring nature of our sale of cleaning systems and other equipment business We design, manufacture and sell cleaning systems and other equipment on an order-by-order basis.
These uncertainties could have a material adverse effect on our business, results of operations and financial condition, and affect our ability to remain profitable and achieve business growth. 58 Non-recurring nature of our sale of cleaning systems and other equipment business We design, manufacture and sell cleaning systems and other equipment on an order-by-order basis.
For the same years, our revenue generated from customers located in other countries accounted for approximately 23.3%, 22.7% and 21.4% of our total revenue, respectively. Revenue by geographical locations Our Group’s provision of centralized dishwashing and ancillary services business is located in Singapore.
For the same years, our revenue generated from customers located in other countries accounted for approximately 22.7% and 21.4% of our total revenue, respectively. 60 Revenue by geographical locations Our Group’s provision of centralized dishwashing and ancillary services business is located in Singapore.
When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. 77 Foreign Exchange Risk While our reporting currency is the U.S. dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in SGD. All of our assets are denominated in SGD.
When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. Foreign Exchange Risk While our reporting currency is the US Dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in SGD. All of our assets are denominated in SGD.
Year ended December 31, 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Cost of sale of cleaning systems and other equipment 6,885 55.5 7,113 52.7 7,570 55.4 Cost of provision of centralized dishwashing and ancillary services 5,531 44.5 6,390 47.3 6,096 44.6 Total 12,416 100.0 13,503 100.0 13,666 100.0 The increase in cost of sales for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to an increase in the cost of raw materials, such as stainless steel, aluminum and electronic components, and in production overhead.
Year Ended December 31, 2022 2023 SGD’000 % SGD’000 % Cost of sale of cleaning systems and other equipment 7,113 52.7 7,570 55.4 Cost of provision of centralized dishwashing and ancillary services 6,390 47.3 6,096 44.6 Total 13,503 100.0 13,666 100.0 The increase in cost of sales for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to an increase in the cost of raw materials, such as stainless steel, aluminum and electronic components, and in production overhead.
Key Factors Affecting the Results of Our Group’s Operations Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed ‘‘Risk Factors’’ in this Annual Report and those set out below: Demand from our major customer groups Our aggregate sales generated from our top five customers were approximately 80.6%, 68.1% and 66.1% of our revenue for the years ended December 31, 2021, 2022 and 2023, respectively.
Key Factors Affecting the Results of Our Group’s Operations Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors’’ in this Annual Report and those set out below: Demand from our major customer groups Our aggregate sales generated from our top five customers were approximately 68.1%, 66.1% and 70.1% of our revenue for the years ended December 31, 2022, 2023 and 2024, respectively.
The following table sets forth the breakdown of our other expenses for the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 SGD’000 SGD’000 SGD’000 Cost of STICO anti-slip shoes 96 127 56 Bank charges 22 36 24 Exchange loss - - 275 Extraordinary expenses (1) 234 145 - Others (2) 198 237 242 Total 550 545 597 (1) Extraordinary expenses relate to business advisory and consultation fees with respect to our initial public offering.
The following table sets forth the breakdown of our other expenses for the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 SGD’000 SGD’000 Cost of STICO anti-slip shoes 127 56 Bank charges 36 24 Exchange loss - 275 Extraordinary expenses (1) 145 - Others (2) 237 242 Total 545 597 (1) Extraordinary expenses relate to business advisory and consultation fees with respect to our Initial Public Offering.
Working Capital We believe that our Group has sufficient working capital for our requirements for at least the next 12 months from the date of this Annual Report, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the net proceeds from our initial public offering.
Working Capital We believe that our Group has sufficient working capital for our requirements for at least the next 12 months from the date of this Annual Report, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand and cash flows from our operations.
For the years ended December 31, 2021, 2022 and 2023, approximately 43.6%, 54.4% and 73.0% of our total revenue, respectively, was generated from customers located in Singapore and approximately 33.1%, 22.9% and 5.6% of our total revenue, respectively, was generated from customers located in Malaysia.
For the years ended December 31, 2022 and 2023, approximately 54.4% and 73.0% of our total revenue, respectively, was generated from customers located in Singapore and approximately 22.9% and 5.6% of our total revenue, respectively, was generated from customers located in Malaysia.
The following table sets out the revenue generated from each of our business sectors during the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Sale of cleaning systems and other equipment business Sale of precision cleaning systems 4,757 32.2 6,644 35.7 6,687 37.1 Sale of other cleaning systems and other equipment 3,056 20.7 3,838 20.6 3,494 19.4 Repair and servicing of cleaning systems and sale of related parts 1,162 7.9 961 5.1 810 4.5 Sub-total 8,975 60.8 11,443 61.4 10,991 61.0 Provision of centralized dishwashing and ancillary services business Provision of centralized dishwashing and general cleaning services 5,636 38.2 6,879 36.9 6,710 37.2 Leasing of dishwashing equipment 153 1.0 309 1.7 331 1.8 Sub-total 5,789 39.2 7,188 38.6 7,041 39.0 Total 14,764 100.0 18,631 100.0 18,032 100.0 Our total revenue decreased by approximately SGD0.6 million, or 3.2%, to approximately SGD18.0 million for the year ended December 31, 2023 from approximately SGD18.6 million for the year ended December 31, 2022.
The following table sets out the revenue generated from each of our business sectors during the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 SGD’000 % SGD’000 % Sale of cleaning systems and other equipment business Sale of precision cleaning systems 6,644 35.7 6,687 37.1 Sale of other cleaning systems and other equipment 3,838 20.6 3,494 19.4 Repair and servicing of cleaning systems and sale of related parts 961 5.1 810 4.5 Sub-total 11,443 61.4 10,991 61.0 Provision of centralized dishwashing and ancillary services business Provision of centralized dishwashing and general cleaning services 6,879 36.9 6,710 37.2 Leasing of dishwashing equipment 309 1.7 331 1.8 Sub-total 7,188 38.6 7,041 39.0 Total 18,631 100.0 18,032 100.0 Our total revenue decreased by approximately SGD0.6 million, or 3.2%, to approximately SGD18.0 million for the year ended December 31, 2023 from approximately SGD18.6 million for the year ended December 31, 2022.
The following table sets forth the breakdown of our selling and marketing expenses for the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 SGD’000 SGD’000 SGD’000 Promotion and marketing expenses 13 12 36 Transportation expenses 9 15 17 Total 22 27 53 Our selling and marketing expenses amounted to approximately SGD22,000, SGD27,000 and SGD53,000 for the years ended December 31, 2021, 2022 and 2023, respectively.
The following table sets forth the breakdown of our selling and marketing expenses for the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 SGD’000 SGD’000 Promotion and marketing expenses 12 36 Transportation expenses 15 17 Total 27 53 Our selling and marketing expenses amounted to approximately SGD27,000 and SGD53,000 for the years ended December 31, 2022 and 2023, respectively.
The following table sets forth the breakdown of our administrative expenses for the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Staff costs 1,383 61.0 2,090 62.6 1,689 51.1 Depreciation 379 16.7 409 12.2 163 4.9 Office supplies and upkeep expenses 150 6.6 132 3.9 162 4.9 Travel and entertainment 105 4.6 158 4.7 234 7.1 Legal and professional fees 49 2.2 197 5.9 727 22.0 Corporate secretarial and administrative fees - - - - 25 0.8 Nasdaq annual listing fee - - - - 84 2.5 Directors’ and officers’ liability insurance - - 136 4.1 137 4.1 Miscellaneous expenses 201 8.9 215 6.6 82 2.5 Total 2,267 100.0 3,337 100.0 3,303 100.0 Our general and administrative expenses amounted to approximately SGD2.3 million, SGD3.3 million and SGD3.3 million for the years ended December 31, 2021, 2022 and 2023, respectively, representing approximately 15.4%, 17.9% and 18.3% of our total revenue for the corresponding years.
The following table sets forth the breakdown of our administrative expenses for the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 SGD’000 % SGD’000 % Staff costs 2,090 62.6 1,689 51.1 Depreciation 409 12.2 163 4.9 Office supplies and upkeep expenses 132 3.9 162 4.9 Travel and entertainment 158 4.7 234 7.1 Legal and professional fees 197 5.9 727 22.0 Corporate secretarial and administrative fees - - 25 0.8 Nasdaq annual listing fee - - 84 2.5 Directors’ and officers’ liability insurance 136 4.1 137 4.1 Miscellaneous expenses 215 6.6 82 2.6 Total 3,337 100.0 3,303 100.0 Our general and administrative expenses amounted to approximately SGD3.3 million and SGD3.3 million for the years ended December 31, 2022 and 2023, respectively, representing approximately 17.9% and 18.3% of our total revenue for the corresponding years.
Gross profit and gross profit margin The table below sets forth our Group’s gross profit and gross profit margin by business sector during the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 Gross Gross Gross Gross Profit Gross Profit Gross Profit profit Margin Profit Margin profit Margin SGD’000 % SGD’000 % SGD’000 % Sale of precision cleaning systems and other equipment business Sale of precision cleaning systems 1,509 30.8 2,657 40.5 2,051 30.7 Sale of other cleaning systems and other equipment 475 15.9 1,456 37.2 943 27.0 Repair and servicing of cleaning systems and sale of related parts 106 9.7 217 22.6 427 52.7 Sub-total/overall 2,090 23.3 4,330 40.8 3,421 31.1 63 Year ended December 31, 2021 2022 2023 Gross Gross Gross Gross Profit Gross Profit Gross Profit profit Margin profit Margin profit Margin SGD’000 % SGD’000 % SGD’000 % Provision of centralized dishwashing and ancillary services business 258 4.5 798 11.1 945 13.4 Total/overall 2,348 15.9 5,128 27.5 4,366 24.2 Our total gross profit amounted to approximately SGD2.3 million, SGD5.1 million and SGD4.4 million for the years ended December 31, 2021, 2022 and 2023, respectively.
Gross profit and gross profit margin The table below sets forth our Group’s gross profit and gross profit margin by business sector during the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 Gross Gross Gross Profit Gross Profit Profit Margin profit Margin SGD’000 % SGD’000 % Sale of precision cleaning systems and other equipment business Sale of precision cleaning systems 2,657 40.5 2,051 30.7 Sale of other cleaning systems and other equipment 1,456 37.2 943 27.0 Repair and servicing of cleaning systems and sale of related parts 217 22.6 427 52.7 Sub-total/overall 4,330 40.8 3,421 31.1 Year Ended December 31, 2022 2023 Gross Gross Gross Profit Gross Profit profit Margin profit Margin SGD’000 % SGD’000 % Provision of centralized dishwashing and ancillary services business 798 11.1 945 13.4 Total/overall 5,128 27.5 4,366 24.2 Our total gross profit amounted to approximately SGD5.1 million and SGD4.4 million for the years ended December 31, 2022 and 2023, respectively.
For the year ended December 31, 2023, our Group recorded net cash used in financing activities of approximately SGD2.9 million, which was mainly attributable to the repayment of bank loans of approximately SGD1.7 million, repayment of a controlling shareholder loan of SGD0.7 million and payment of deferred financing costs of $0.4 million.
For the year ended December 31, 2023, our Group recorded net cash used in financing activities of approximately SGD2.6 million, which was mainly attributable to the net repayment or drawdown of bank loans of approximately SGD1.5 million, repayment of a controlling shareholder loan of SGD0.7 million and payment of deferred financing costs of SGD0.4 million.
For the years ended December 31, 2022 and 2023, our capital expenditures in relation to property, plant and equipment were approximately SGD0.8 million and SGD0.2 million, respectively. We principally funded our capital expenditures through cash flows from operations and borrowings during the years ended December 31, 2022 and 2023.
For the years ended December 31, 2023 and 2024, our capital expenditures in relation to property, plant and equipment were approximately SGD0.2 million and SGD1.3 million, respectively. We principally funded our capital expenditures through cash flows from operations and borrowings during the years ended December 31, 2023 and 2024.
We also have provided centralized dishwashing services since 2013 and general cleaning services since 2015 mainly for food and beverage establishments in Singapore. For the years ended December 31, 2021, 2022 and 2023, our revenue amounted to approximately SGD14.8 million, SGD18.6 million and SGD18.0 million, respectively.
We also have provided centralized dishwashing services since 2013 and general cleaning services since 2015 mainly for food and beverage establishments in Singapore. For the years ended December 31, 2022, 2023 and 2024, our revenue amounted to approximately SGD18.6 million, SGD18.0 million and SGD19.3 million, respectively.
Year ended December 31, 2021 Year ended December 31, 2022 Year ended December 31, 2023 SGD’000 SGD’000 SGD’000 Outstanding contract value as of beginning of year (1) 5,820 19,997 29,050 New contract value for the year 22,208 19,515 6,411 Revenue recognized for the year 8,031 10,462 10,181 Outstanding contract value as of year end (2) 19,997 29,050 25,280 (1) Outstanding contract value as of beginning of year represents the contract value of orders which were not completed as of the beginning of the relevant year.
Year Ended December 31, 2022 2023 SGD’000 SGD’000 Outstanding contract value as of beginning of year (1) 19,997 29,050 New contract value for the year 19,515 6,411 Revenue recognized for the year (10,462 ) (10,181 ) Outstanding contract value as of year end (2) 29,050 25,280 (1) Outstanding contract value as of beginning of year represents the contract value of orders which were not completed as of the beginning of the relevant year.
Commitments Capital commitments As of December 31, 2022 and 2023, our Group did not have any capital commitments. Capital Expenditures Historical capital expenditures Our capital expenditures during the years ended December 31, 2022 and 2023 mainly related to replacement of obsolete equipment.
Commitments Capital commitments As of December 31, 2023 and 2024, our Group did not have any capital commitments. Capital Expenditures Historical capital expenditures Our capital expenditures during the years ended December 31, 2023 and 2024 mainly related to replacement of obsolete equipment and factory improvement and renovation.
The following table sets out a breakdown of our revenue by geographic location of our customers for the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Singapore Sale of precision cleaning systems - - 917 4.9 5,587 31.0 Sale of other cleaning systems and other equipment 83 0.6 1,561 8.4 22 0.1 Repair and servicing of cleaning systems and sale of related parts 568 3.8 468 2.5 519 2.9 Provision of centralized dishware washing and general cleaning services 5,636 38.2 6,879 36.9 6,710 37.2 Leasing of dishware washing equipment 153 1.0 309 1.7 331 1.8 Sub-total 6,440 43.6 10,134 54.4 13,169 73.0 61 Year ended December 31, 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Malaysia Sale of precision cleaning systems 4,415 29.9 3,896 20.9 758 4.2 Repair and servicing of cleaning systems and sale of related parts 462 3.2 368 2.0 260 1.4 Sub-total 4,877 33.1 4,264 22.9 1,018 5.6 Year ended December 31, 2021 2022 2023 SGD’000 % SGD’000 % SGD’000 % Other countries (1) Sale of precision cleaning systems 343 2.3 357 1.9 342 1.9 Sale of other cleaning systems and other equipment 2,998 20.3 3,751 20.1 3,473 19.3 Repair and servicing of cleaning systems and sale of related parts 106 0.7 125 0.7 30 0.2 Sub-total 3,447 23.3 4,233 22.7 3,845 21.4 Total 14,764 100.0 18,631 100.0 18,032 100.0 (1) For the years ended December 31, 2021, 2022 and 2023, other countries include the U.S., Thailand, Belgium, Philippines, India, South Korea, Taiwan, Japan and the PRC.
The following table sets out a breakdown of our revenue by geographic location of our customers for the years ended December 31, 2022 and 2023: Year Ended December 31, 2022 2023 SGD’000 % SGD’000 % Singapore Sale of precision cleaning systems 917 4.9 5,587 31.0 Sale of other cleaning systems and other equipment 1,561 8.4 22 0.1 Repair and servicing of cleaning systems and sale of related parts 468 2.5 519 2.9 Provision of centralized dishware washing and general cleaning services 6,879 36.9 6,710 37.2 Leasing of dishware washing equipment 309 1.7 331 1.8 Sub-total 10,134 54.4 13,169 73.0 Year Ended December 31, 2022 2023 SGD’000 % SGD’000 % Malaysia Sale of precision cleaning systems 3,896 20.9 758 4.2 Repair and servicing of cleaning systems and sale of related parts 368 2.0 260 1.4 Sub-total 4,264 22.9 1,018 5.6 Year Ended December 31, 2022 2023 SGD’000 % SGD’000 % Other countries (1) Sale of precision cleaning systems 357 1.9 342 1.9 Sale of other cleaning systems and other equipment 3,751 20.1 3,473 19.3 Repair and servicing of cleaning systems and sale of related parts 125 0.7 30 0.2 Sub-total 4,233 22.7 3,845 21.4 Total 18,631 100.0 18,032 100.0 (1) For the years ended December 31, 2022 and 2023, other countries include the U.S., Thailand, Belgium, Philippines, India, South Korea, Taiwan, Japan and the PRC.
Cost of revenues During the years ended December 31, 2021, 2022 and 2023, our Group’s cost of revenues was mainly comprised of raw materials costs, labor costs, sub-contracting costs and production overhead. For the years ended December 31, 2021, 2022 and 2023, our cost of revenues amounted to approximately SGD12.4 million, SGD13.5 million and SGD13.7 million, respectively.
Cost of revenues During the years ended December 31, 2023 and 2024, our Group’s cost of revenues was mainly comprised of raw materials costs, labor costs, sub-contracting costs and production overhead. For the years ended December 31, 2023 and 2024, our cost of revenues amounted to approximately SGD13.5 million and SGD14.1 million, respectively.
The decrease in revenue in Malaysia for the year ended December 31, 2022 was primarily attributable to a decrease in revenue from subsidiaries of a certain customer group in Malaysia of approximately SGD0.5 million.
Malaysia The decrease in revenue in Malaysia for the year ended December 31, 2023 was primarily attributable to a decrease in revenue from subsidiaries of a certain customer group in Malaysia of approximately SGD3.2 million.
While the provision of centralized dishwashing and ancillary services business activity was lower year-on-year, the Group successfully renewed contracts with certain clients at higher prices and hence resulted increase in gross profit and gross profit margin for this business.
While the provision of centralized dishwashing and ancillary services business activity was lower year-on-year, the Group successfully renewed contracts with certain clients at higher prices and hence resulted increase in gross profit and gross profit margin for this business. 62 Selling and marketing expenses Our selling and marketing expenses mainly included promotion and marketing expenses and transportation expenses.
As of December 31, 2022 2023 SGD’000 SGD’000 Raw materials 9,065 10,136 Work-in-progress 2,078 3,062 Finished goods 749 875 11,892 14,073 The following table sets forth our average inventory turnover days for the years ended December 31, 2022 and 2023: Year ended December 31, 2022 2023 Average inventory turnover days (1) 122.0 346.7 (1) Average inventory turnover days is calculated as the average of the beginning and ending of inventory balance for the respective year divided by cost of purchases for the respective year and multiplied the number of days in the respective year.
As of December 31, 2023 2024 SGD’000 SGD’000 Raw materials 10,136 9,295 Work-in-progress 3,062 2,536 Finished goods 875 813 14,073 12,644 The following table sets forth our average inventory turnover days for the years ended December 31, 2023 and 2024: Year ended December 31, 2023 2024 Average inventory turnover days (1) 346.7 346.2 (1) Average inventory turnover days is calculated as the average of the beginning and ending of inventory balance for the respective year divided by cost of purchases for the respective year and multiplied the number of days in the respective year.
The following table sets forth the breakdown of our other income for these periods: Year ended December 31, 2021 2022 2023 SGD’000 SGD’000 SGD’000 Interest income - - 175 Wholesale sales of STICO anti-slip shoes 120 159 92 Impairment loss reversed 49 - - Jobs Support Scheme 87 10 - Jobs Growth Incentive 72 72 20 Progressive Wage Credit Scheme - - 55 Government capability development grant - 150 214 Gain on disposal of plant and equipment 71 - - Others (1) 308 151 172 Total 707 542 728 (1) Others mainly consist of sale of scrap materials, other government incentives and other miscellaneous income.
The following table sets forth the breakdown of our other income for these fiscal years: Year Ended December 31, 2022 2023 SGD’000 SGD’000 Interest income - 175 Wholesale sales of STICO anti-slip shoes 159 92 Jobs Support Scheme 10 - Jobs Growth Incentive 72 20 Progressive Wage Credit Scheme - 55 Government capability development grant 150 214 Others (1) 151 172 Total 542 728 (1) Others mainly consist of sale of scrap materials, other government incentives and other miscellaneous income.
Our net income amounted to approximately SGD2,000, SGD1.2 million and SGD0.5 million for the years ended December 31, 2021, 2022 and 2023, respectively. 58 The following table shows our Statement of Operations data for the years ended December 31, 2021, 2022 and 2023 in SGD and, for 2023, in USD.
Our net income amounted to approximately SGD1.2 million, SGD0.5 million and SGD0.1 million for the years ended December 31, 2022, 2023 and 2024, respectively. 57 The following table shows our Statement of Operations data for the years ended December 31, 2022, 2023 and 2024 in SGD and, for 2024, in US$.
Our Group had no tax obligation arising from any other jurisdiction during the years ended December 31, 2021, 2022 and 2023. During the years ended December 31, 2021, 2022 and 2023, our Group had no material dispute or unresolved tax issues with the relevant tax authorities.
During the years ended December 31, 2022 and 2023, our Group had no material dispute or unresolved tax issues with the relevant tax authorities.
For the year ended December 31, 2022, our net cash used in investing activities was approximately SGD0.8 million, primarily due to the purchase of property, plant and equipment of approximately SGD0.8 million for replacement of obsolete equipment.
For the year ended December 31, 2023, our net cash used in investing activities was approximately SGD0.2 million, primarily due to the purchase of property, plant and equipment of approximately SGD0.2 million to increase our operating capacity.
The income was mainly derived from wholesale sales of STICO anti-slip shoes, Jobs Support Scheme, Jobs Growth Incentive, government capability development grant and gain on disposal of plant and equipment.
The income was mainly derived from wholesale sales of STICO anti-slip shoes, Jobs Support Scheme, Jobs Growth Incentive, Progressive Wage Credit Scheme and government capability development grant.
SGD4.2 million of our bank indebtedness constitutes current liability and SGD3.8 million constitutes non-current liability. Warranty liabilities Our warranty liabilities during the years ended December 31, 2022 and 2023 mainly represented the provision for warranty for machines sold, which usually covers a 12-month period from the date on which the machines are delivered.
SGD1.3 million of our bank indebtedness as of December 31, 2024 constitutes current liability and SGD7.4 million constitutes non-current liability. Warranty liabilities Our warranty liabilities during the year ended December 31, 2023 and 2024 mainly represented the provision for warranty for machines sold, which usually covers a 12-month period from the date on which the machines are delivered.
Deferred tax (assets)/liabilities Our deferred tax (assets)/liabilities during the years ended December 31, 2022 and 2023 mainly represented the Singapore tax implication on the temporary difference between the tax written down value and the net book value of the property, plant and equipment, which are owned by our Group.
Income taxes payable Our income taxes payable as of December 31, 2023 and 2024 were SGD0.1 million and SGD0.2 million, respectively. 81 Deferred tax (assets)/liabilities Our deferred tax (assets)/liabilities during the years ended December 31, 2023 and 2024 mainly represented the Singapore tax implication on the temporary difference between the tax written down value and the net book value of the property, plant and equipment, which are owned by our Group.
Jobs Support Scheme was an initiative introduced by the Singapore Government in February 2020 in response to the outbreak of COVID-19, and further enhanced in April, May and August 2020, to provide wage support to employers to help them retain local employees by co-funding 25% to 75% of the first SGD4,600 of monthly salaries paid to each local employee in a 10-month period up to August 2020, and 10% to 50% of the same in the subsequent seven-month period from September 2020 to March 2021 and further extended to September 2021 with final payout received in March 2022.
For the year ended December 31, 2023, wholesale sales of STICO anti-slip shoes decreased by approximately 42.1% due to a transition period necessitated by changes in certain models of the shoes that resulted in lower sales for the year. 64 Jobs Support Scheme was an initiative introduced by the Singapore Government in February 2020 in response to the outbreak of COVID-19, and further enhanced in April, May and August 2020, to provide wage support to employers to help them retain local employees by co-funding 25% to 75% of the first SGD4,600 of monthly salaries paid to each local employee in a 10-month period up to August 2020, and 10% to 50% of the same in the subsequent seven-month period from September 2020 to March 2021 and further extended to September 2021 with final payout received in March 2022.
The increase for the year ended December 31, 2023 was mainly due to increased participation in overseas exhibitions. The increase for the year ended December 31, 2022 was mainly due to the increase in transportation expenses for overseas business trips to customers’ sites.
The increase for the year ended December 31, 2023 was mainly due to increased participation in overseas exhibitions.
The provision is based on estimates made from historical warranty data associated with similar products and services. As of December 31, 2022 and 2023, our Group recorded warranty liabilities of approximately SGD22 thousand and SGD22 thousand, respectively. Income taxes payable Our income taxes payable as of December 31, 2022 were SGD0.3 million and SGD0.1 million as of December 31, 2023.
The provision is based on estimates made from historical warranty data associated with similar products and services. As of December 31, 2023 and 2024, our Group recorded provisions of approximately SGD22 thousand respectively.
Cash flows The following table summarizes our cash flows for the years ended December 31, 2021, 2022 and 2023: Year ended December 31, 2021 2022 2023 2023 SGD’000 SGD’000 SGD’000 US$’000 Cash and cash equivalents at beginning of the year 550 1,108 6,561 4,973 Net cash generated from/(used in) operating activities 3,373 (5,239 ) 1,375 1,044 Net cash used in investing activities (717 ) (797 ) (211 ) (160 ) Net cash (used in)/generated from financing activities (2,082 ) 11,487 (2,567 ) (1,947 ) Foreign currency effect (16 ) 2 (69 ) (52 ) Net change in cash and cash equivalents 558 5,453 (1,472 ) (1,115 ) Cash and cash equivalents at end of the year 1,108 6,561 5,089 3,858 69 Cash flows from operating activities During the years ended December 31, 2021, 2022 and 2023, the cash inflows from our operating activities were primarily derived from the revenue generated from our sale of cleaning systems and other equipment and provision of centralized dishwashing and ancillary services, whereas the cash outflows for our operating activities mainly comprised the purchase of raw materials, sub-contracting fees, staff costs and administrative expenses.
Cash flows The following table summarizes our cash flows for the years ended December 31, 2022, 2023 and 2024: 2023 2024 2024 SGD’000 SGD’000 US$’000 Cash and cash equivalents at beginning of the year 6,561 5,089 3,725 Net cash generated from operating activities 1,375 2,053 1,503 Net cash used in investing activities (211 ) (1,495 ) (1,094 ) Net cash (used in)/generated from financing activities (2,567 ) 122 89 Foreign currency effect (69 ) (27 ) (20 ) Net change in cash and cash equivalents (1,472 ) 653 478 Cash and cash equivalents at end of the year 5,089 5,742 4,203 Cash flows from operating activities During the years ended December 31, 2023 and 2024, the cash inflows from our operating activities were primarily derived from the revenue generated from our sale of cleaning systems and other equipment and provision of centralized dishwashing and ancillary services, whereas the cash outflows for our operating activities mainly comprised the purchase of raw materials, sub-contracting fees, staff costs and administrative expenses.
Our accounts payable decreased from approximately SGD1.8 million as of December 31, 2022 to approximately SGD1.4 million as of December 31, 2023. 73 The following table sets forth the ageing analysis of our accounts payable based on the invoice date as of the dates mentioned below: As of December 31, 2022 2023 SGD’000 SGD’000 Within 30 days 1,199 1,314 Between 31 and 60 days 557 82 Between 61 and 90 days 6 - More than 90 days 19 - Total 1,781 1,396 The following table sets forth our average accounts payable turnover days for the years ended December 31, 2022 and 2023: Year ended December 31, 2022 2023 Average accounts payable turnover days (1) 50.0 42.4 (1) Average accounts payable turnover days is calculated as the average of the beginning and ending of accounts payable balance for the respective year divided by cost of revenues for the respective year and multiplied the number of days in the respective year.
The following table sets forth the ageing analysis of our accounts payable based on the invoice date as of the dates mentioned below: As of December 31, 2023 2024 SGD’000 SGD’000 Within 30 days 1,314 600 Between 31 and 60 days 82 5 Between 61 and 90 days - - More than 90 days - - Total 1,396 605 The following table sets forth our average accounts payable turnover days for the years ended December 31, 2023 and 2024: Year ended December 31, 2023 2024 Average accounts payable turnover days (1) 42.4 25.9 (1) Average accounts payable turnover days is calculated as the average of the beginning and ending of accounts payable balance for the respective year divided by cost of revenues for the respective year and multiplied the number of days in the respective year. 80 Our average accounts payable turnover days remained relatively within credit term and amounted to approximately 25.9 days for the year ended December 31, 2024.
Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.
Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. The Company’s critical accounting estimates affecting the financial statements were: Inventories valuation Inventories are measured at the lower of cost and net realizable value.
The increase was mainly attributable to the increase in revenue generated from our sale of cleaning systems and other equipment business of approximately SGD2.5 million and increase in revenue generated from our provision of centralized dishwashing and ancillary services business of approximately SGD1.4 million.
The increase was attributable to the increase in revenue generated from our sale of cleaning systems and other equipment business of approximately SGD1.0 million, which resulted primarily from increase in revenue for our precision cleaning systems and approximately SGD0.3 million increase in revenue from our provision of centralized dishwashing and ancillary services business.
Our contract liabilities amounted to approximately SGD4.3 million and SGD7.0 million as of December 31, 2022 and 2023, respectively. 74 Bank indebtedness As of December 31, 2022, our bank indebtedness equaled an aggregate of SGD9.4 million of which SGD9.2 million is denominated in Singapore dollars and bears interest at a variable rate ranging from 1.25% to 1.5% above the Singapore Interbank Offered Rate (“SIBOR”) and SGD0.2 million is denominated in US dollars and bears interest at 1.25% above the London Interbank Offer Rate (“LIBOR”).
As of December 31, 2024, our bank indebtedness equaled an aggregate of SGD8.8 million of which SGD8.7 million is denominated in Singapore dollars and bears interest at a variable rate ranging from 1.25% to 1.5% above the Singapore Interbank Offered Rate (“SIBOR”) and SGD0.1 million is denominated in US dollars and bears interest at 1.25% above the London Interbank Offer Rate (“LIBOR”).
Contract liabilities Our contract liabilities represent the sales deposits and installments received during the year in respect of machineries still under production but not yet recognized as revenue under our revenue recognition policies.
Contract liabilities Our contract liabilities represent the sales deposits and installments received during the year in respect of machineries still under production but not yet recognized as revenue under our revenue recognition policies. Our contract liabilities amounted to approximately SGD7.0 million and SGD6.7 million as of December 31, 2023 and 2024, respectively.
Our Group’s accruals decreased to approximately SGD0.7 million as of December 31, 2023 primarily attributable to the lower accrual of incentive bonuses of approximately SGD0.1 million and professional fees of approximately SGD0.1 million. Our Group did not have any material default in payment of other payables during the years ended December 31, 2022 and 2023.
As of December 31, 2023 and 2024, our Group’s accruals amounted to approximately SGD0.7 million and SGD0.5 million. Our Group did not have any material default in payment of other payables during the years ended December 31, 2023 and 2024.
The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below: As of December 31, 2022 2023 SGD’000 SGD’000 Within 30 days 3,094 3,923 Between 31 and 60 days 1,683 758 Between 61 and 90 days 270 38 More than 90 days 588 56 Total accounts receivable, net 5,635 4,775 71 Movements in the provision for impairment of accounts receivable are as follows: As of December 31, 2022 2023 SGD’000 SGD’000 Opening balance 34 34 (Reversal)/provision of loss allowance - (11 ) Closing balance 34 23 We have a policy for determining the allowance for impairment based on the evaluation of collectability and ageing analysis of accounts receivable and on management’s judgment, including the change in credit quality, the past collection history of each customer and the current market condition.
We generally offer credit periods of 30 to 60 days to our customers in respect of the manufacture and sale of cleaning systems and other equipment, whereas our customers will be offered credit terms of 7 to 30 days in respect of the provision of centralized dishwashing services and general cleaning services. 77 The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below: As of December 31, 2023 2024 SGD’000 SGD’000 Within 30 days 3,923 1,825 Between 31 and 60 days 758 413 Between 61 and 90 days 38 1,437 More than 90 days 56 813 Total 4,775 4,488 Movements in the provision for impairment of accounts receivable are as follows: As of December 31, 2023 2024 SGD’000 SGD’000 Opening balance 34 23 (Reversal)/provision of loss allowance (11 ) 55 Closing balance 23 78 We have a policy for determining the allowance for impairment based on the evaluation of collectability and ageing analysis of accounts receivable and on management’s judgment, including the change in credit quality, the past collection history of each customer and the current market condition.
Office supplies and upkeep expenses mainly represented office supplies, cleaning cost and the relevant utilities expenses such as electricity and water. Travel and entertainment mainly represented expenditures for business travel and costs incurred for social gatherings and refreshments for our staff.
The increase in depreciation was mainly due to depreciation charged on addition purchase of furniture and fittings. 71 Office supplies and upkeep expenses mainly represented office supplies, cleaning cost and the relevant utilities expenses such as electricity and water. Travel and entertainment mainly represented expenditures for business travel and costs incurred for social gatherings and refreshments for our staff.
The following table sets forth our average accounts receivable turnover days for the years ended December 31, 2022 and 2023: Year ended December 31, 2022 2023 Average accounts receivable turnover days (1) 86.7 96.7 (1) Average accounts receivable turnover days is calculated as the average of the beginning and ending of accounts receivable balance for the respective year divided by revenue for the respective year and multiplied the number of days in the respective year.
An ECL rate is calculated based on historical loss rates of the industry in which our customers operate and ageing of the accounts receivable. 78 The following table sets forth our average accounts receivable turnover days for the years ended December 31, 2023 and 2024: Year ended December 31, 2023 2024 Average accounts receivable turnover days (1) 96.7 87.7 (1) Average accounts receivable turnover days is calculated as the average of the beginning and ending of accounts receivable balance for the respective year divided by revenue for the respective year and multiplied the number of days in the respective year.
During the years ended December 31, 2022 and 2023, the credit term offered to our major customers ranged from 30 days to 90 days. For details of the credit terms of our top five customers for the years ended December 31, 2022 and 2023, please refer to the section headed ‘‘Business – Our Customers’’ in this Annual Report.
For details of the credit terms of our top five customers for the years ended December 31, 2023 and 2024, please refer to the section headed “Business - Our Customers’’ in this Annual Report.
The slight increase in promotion and marketing expenses for the financial year ended December 31, 2021 was primarily attributable to an increase in online marketing activities. 64 General and administrative expenses Our general and administrative expenses primarily consist of (i) staff cost; (ii) depreciation; (iii) office supplies and upkeep expenses; (iv) travelling and entertainment; (v) legal and professional fees; (vi) corporate secretarial and administrative fees; (vii) Nasdaq annual listing fee; (viii) directors’ and officers’ liability insurance; and (ix) miscellaneous expenses.
General and administrative expenses Our general and administrative expenses primarily consist of (i) staff cost; (ii) depreciation; (iii) office supplies and upkeep expenses; (iv) travelling and entertainment; (v) legal and professional fees; (vi) corporate secretarial and administrative fees; (vii) Nasdaq annual listing fee; (viii) directors’ and officers’ liability insurance; and (ix) miscellaneous expenses.
In particular, sales to our largest customer amounted to approximately SGD4.8 million, SGD4.1 million and SGD4.4 million, representing approximately 32.7%, 22.0% and 24.2% of our revenue for the years ended December 31, 2021, 2022 and 2023, respectively.
In particular, sales to our largest customer amounted to approximately SGD4.1 million, SGD4.4 million and SGD7.8 million, representing approximately 22.0%, 24.2% and 40.4% of our revenue for the years ended December 31, 2022, 2023 and 2024, respectively. Accordingly, our sales would be significantly affected by the demands of our top five customer groups.
Our net cash generated from/(used in) operating activities primarily reflected our net income, as adjusted for non-operating items, such as depreciation, (gain)/loss on disposal of property, plant and equipment, reversal/provision of loss allowance, change in fair value of financial instruments and effects of changes in working capital such as increase or decrease in inventories, accounts receivable, accounts payable, accruals and other current liabilities.
Our net cash generated from operating activities primarily reflected our net income, as adjusted for non-operating items, such as depreciation and amortization, written-off of plant and equipment, reversal/addition of allowance for expected credit losses, change in fair value of financial instruments, stock-based compensation and effects of changes in working capital such as increase or decrease in inventories, accounts receivable, prepaid expenses and other current assets, net, accounts payable, accruals and other current liabilities, contract liabilities, repayment of lease liabilities and income taxes payable.
Income tax During the years ended December 31, 2021, 2022 and 2023, our income tax expense was comprised of our current tax expense and deferred tax for the year.
Income tax During the year ended December 31, 2024, our income tax expense was comprised of our current tax expense for the period. The following table sets forth the breakdown of our income tax for the years ended December 31, 2023 and 2024.
There is no obsolete inventory identified as of December 31, 2023. Accounts payable, accruals, and other current liabilities Accounts payable The general credit terms from our major suppliers are 15 days to 90 days.
The decrease in inventories of approximately SGD1.5 million was primarily the result of increase in sales around period ended December 31, 2024. There is no obsolete inventory identified as of December 31, 2024. Accounts payable, accruals, and other current liabilities Accounts payable The general credit terms from our major suppliers are 15 days to 90 days.
The increase in interest income is mainly arising from increase in fixed deposits placement during the year ended December 31, 2023.
The increase in interest income mainly arose from an increase in fixed deposit placements during the year ended December 31, 2023.
The following table sets forth the breakdown of the prepaid expenses and other current assets, net as of the dates indicated: As of December 31, 2022 2023 SGD’000 SGD’000 Other receivables 58 241 Deposits 39 47 Prepayments 2,151 2,078 Total 2,248 2,366 Our total other receivables, deposits and prepayments increased from approximately SGD2.2 million as of December 31, 2022 to approximately SGD2.4 million as of December 31, 2023, primarily attributable to an increase in other receivables by SGD0.2 million offset by a reduction in prepayments of SGD0.1 million.
The following table sets forth the breakdown of the prepaid expenses and other current assets, net as of the dates indicated: As of December 31, 2023 2024 SGD’000 SGD’000 Other receivables 241 1,050 Deposits 47 47 Prepayments 2,078 1,482 Total 2,366 2,579 Our total other receivables, deposits and prepayments increased from approximately SGD2.4 million as of December 31, 2023 to approximately SGD2.6 million as of December 31, 2024, primarily attributable to increase in other receivables. 79 Inventory Our inventory primarily consists of raw materials, work-in-progress and finished goods as of the dates indicated.
For the financial years ended December 31, 2021 2022 2023 2023 SGD’000 SGD’000 SGD’000 US$’000 (1) Revenues 14,764 18,631 18,032 13,668 Cost of revenues (12,416 ) (13,503 ) (13,666 ) (10,359 ) Gross profit 2,348 5,128 4,366 3,309 Operating expenses: Selling and marketing expenses (22 ) (27 ) (53 ) (40 ) General and administrative expenses (2,267 ) (3,337 ) (3,303 ) (2,504 ) Total operating expenses (2,289 ) (3,364 ) (3,356 ) (2,544 ) Income from operations 59 1,764 1,010 765 Other income (loss): Other income 707 542 728 552 Interest expense (217 ) (336 ) (511 ) (387 ) Other expense (550 ) (545 ) (597 ) (453 ) Change in fair value in financial instrument 3 2 - - Total other loss (57 ) (337 ) (380 ) (288 ) Income before tax expense 2 1,427 630 477 Income tax expense - (235 ) (111 ) (84 ) Net income 2 1,192 519 393 Other comprehensive income Foreign currency translation gain/(loss), net (24 ) 2 (69 ) (52 ) Total comprehensive income (loss) (22 ) 1,194 450 341 (1) Calculated at the rate of US$1.00 = SGD1.3193 as set forth in the statistical release of the Federal Reserve System on December 29, 2023.
For the financial years ended December 31, 2022 2023 2024 2024 SGD’000 SGD’000 SGD’000 US$’000 (1) Revenues 18,631 18,032 19,279 14,111 Cost of revenues (13,503 ) (13,666 ) (14,085 ) (10,310 ) Gross profit 5,128 4,366 5,194 3,801 Operating expenses: Selling and marketing expenses (27 ) (53 ) (122 ) (89 ) General and administrative expenses (3,337 ) (3,303 ) (5,102 ) (3,733 ) Total operating expenses (3,364 ) (3,356 ) (5,224 ) (3,822 ) Income (loss) from operations 1,764 1,010 (30 ) (21 ) Other income (loss): Other income 542 728 1,073 786 Interest expense (336 ) (511 ) (516 ) (378 ) Other expense (545 ) (597 ) (264 ) (193 ) Change in fair value in financial instrument 2 - 19 14 Total other (loss) income (337 ) (380 ) 312 229 Income before tax expense 1,427 630 282 208 Income tax expense (235 ) (111 ) (250 ) (183 ) Net income 1,192 519 32 25 Other comprehensive income Foreign currency translation gain/(loss), net 2 (69 ) (27 ) (20 ) Total comprehensive income 1,194 450 5 5 (1) Calculated at the rate of US$1.00 = SGD1.3662 as set forth in the statistical release of the Federal Reserve System on December 31, 2024.
For the years ended December 31, 2022 and 2023, our interest expense increased by approximately SGD0.1 million and SGD0.2 million, respectively, mainly due to increases in interest rates. For more details of our bank borrowings, please see the paragraph headed ‘‘Bank Indebtedness’’ in this section.
Our interest expense for the year ended December 31, 2023 increased by approximately SGD0.2 million, mainly due to increased interest rates. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness’’ in this section. Other expenses Other expenses of our Group mainly consist of cost of STICO anti-slip shoes, bank charges, exchange loss and extraordinary expenses.
Revenue During the years ended December 31, 2021, 2022 and 2023, our revenue was derived from (i) our sale of cleaning systems and other equipment business; and (ii) our provision of centralized dishwashing and ancillary services business.
Revenue Comparison of Years Ended December 31, 2022 and 2023 The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance. 59 Revenue During the years ended December 31, 2022 and 2023, our revenue was derived from (i) our sale of cleaning systems and other equipment business; and (ii) our provision of centralized dishwashing and ancillary services business.
Our average accounts receivable turnover days were approximately 86.7 days and 96.7 days for the years ended December 31, 2022 and 2023, respectively. The increase in average accounts receivable turnover days for the year ended December 31, 2023 was mainly due to slower payment term from certain major customers.
Our average accounts receivable turnover days were approximately 96.7 days and 87.7 days for the years ended December 31, 2023 and 2024, respectively. The decrease in average accounts receivable turnover days for the year ended December 31, 2024 was mainly due to decrease in sales during the period closer to year ended December 31, 2024.
Other countries The marginal decrease in revenue in other countries for the year ended December 31, 2023 was mainly due to a decrease in orders from an existing customer in Thailand and the increase in revenue in other countries for the year ended December 31, 2022 was mainly due to an increase in orders from an existing customer in Thailand.
Other countries The marginal decrease in revenue in other countries for the year ended December 31, 2023 was mainly due to a decrease in orders from an existing customer in Thailand. 61 Cost of revenues During the years ended December 31, 2022 and 2023, our Group’s cost of revenues was mainly comprised of raw materials costs, labor costs, sub-contracting costs and production overhead.
The decrease in revenue generated from our sale of cleaning systems and other equipment business for the year ended December 31, 2021 was primarily attributable to an approximately SGD8.4 million decrease in revenue from subsidiaries of a certain customer group in Malaysia caused by the disruption by COVlD-19 of their expansion in production facilities that resulted in the postponement of delivery of their orders.
The increase in revenue generated from our sale of precision cleaning systems for the year ended December 31, 2024 was primarily attributable to an approximately SGD6.6 million increase in revenue from subsidiaries of a certain customer group in Malaysia contributed by their expansion in production facilities.
For the year ended December 31, 2021, our net cash generated from operating activities was approximately SGD3.4 million, which primarily reflected our profit before tax of approximately SGD2,000, as positively adjusted by (i) the non-cash depreciation of property, plant and equipment of approximately SGD0.6 million; and (ii) the decrease in accounts receivable of approximately SGD5.5 million.
For the year ended December 31, 2024, our net cash used in generated from operating activities was approximately SGD2.1 million, which primarily reflected our net income of approximately SGD0.1 million, as positively adjusted primarily by (i) the non-cash depreciation of property, plant and equipment of approximately SGD0.8 million; (ii) amortization of right-of-use asset of approximately SGD0.2 million (iii) stock-based compensation expense of approximately SGD0.5 million; and (iv) the decrease in inventories of approximately SGD1.4 million.
Our Group did not have any material default in payment of accounts payable during the years ended December 31, 2022 and 2023. Accruals Accruals mainly represented expenses related to our listing of our Ordinary Shares, salaries and bonus. As of December 31, 2022, our Group’s accruals amounted to approximately SGD0.8 million.
As of December 31, 2024, our accounts payable as of December 31, 2023 have been fully settled. Our Group did not have any material default in payment of accounts payable during the years ended December 31, 2023 and 2024. Accruals Accruals mainly represented expenses related to professional fees and payroll costs as of year ended December 31, 2023 and 2024.
Depreciation expense is charged on our property, plant and equipment, which included (i) leasehold buildings; (ii) right-of-use assets; (iii) computer equipment; and (iv) furniture and fittings. The decrease in depreciation for the year ended December 31, 2023 as compared to 2022 is mainly due to certain assets being fully depreciated in 2022.
Depreciation expense is charged on our property, plant and equipment, which included (i) leasehold buildings; (ii) right-of-use assets; (iii) computer equipment; and (iv) furniture and fittings.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities and other equity and debt financings as and when appropriate. 68 The following table sets forth our assets, liabilities and shareholders’ equity as of December 31, 2022 and 2023 in SGD and, for 2023, in US$: As of December 31, 2022 2023 2023 SGD’000 SGD’000 US$’000（1） Assets Current assets: Cash and cash equivalents 6,561 5,089 3,858 Accounts receivable, net 5,635 4,775 3,619 Prepaid expenses and other current assets, net 2,248 2,366 1,793 Deferred financing costs - 356 270 Inventory 11,892 14,073 10,667 Total current assets 26,336 26,659 20,207 Financial instrument 245 245 186 Property, plant and equipment, net 8,818 8,515 6,454 Deferred tax assets, net 66 74 56 Total non-current assets 9,129 8,834 6,696 TOTAL ASSETS 35,465 35,493 26,903 Liabilities Current liabilities: Bank loans – current 5,457 4,241 3,215 Lease payable – current 280 300 227 Accounts payable, accruals, and other current liabilities 2,664 2,085 1,580 Warranty liabilities 22 22 17 Income taxes payable 319 149 113 Contract liabilities 4,319 6,960 5,276 Loan from controlling shareholder 741 - - Total current liabilities 13,802 13,757 10,428 Bank loans – non-current 3,976 3,740 2,835 Lease payable – non-current 1,406 1,283 973 Total non-current liabilities 5,382 5,023 3,808 TOTAL LIABILITIES 19,184 18,780 14,236 Commitments and contingencies - - - Shareholders’ equity Ordinary shares US$ 0.003 par value per share; 33,333,333 authorized as of December 31, 2022 and 2023; 5,006,666 shares issued and outstanding as of December 31, 2022 and 2023 * 20 20 15 Additional paid-in capital 15,686 15,686 11,890 Treasury shares (9,952 acquired as of December 31, 2023) - (18 ) (14 ) Retained earnings 607 1,126 853 Accumulated other comprehensive loss (32 ) (101 ) (77 ) Total shareholders’ equity 16,281 16,713 12,667 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 35,465 35,493 26,903 * Giving retroactive effect to the reverse share split effected which are detailed in Note 15 to the audited consolidated financial statements (1) Calculated at the rate of US$0.7580 = SGD1, as set forth in the statistical release of the Federal Reserve System on December 29, 2023.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities and other equity and debt financings as and when appropriate. 74 The following table sets forth our assets, liabilities and shareholders’ equity as of December 31, 2023 and 2024 in SGD and, for 2024, in US$: As of December 31, 2023 2024 2024 SGD’000 SGD’000 US$’000 (1) Assets Current assets: Cash and cash equivalents 5,089 5,742 4,203 Accounts receivable, net 4,775 4,488 3,285 Prepaid expenses and other current assets, net 2,366 2,451 1,793 Deferred financing costs 356 356 261 Inventory 14,073 12,644 9,255 Total current assets 26,659 25,681 18,797 Financial instrument 245 506 370 Property, plant and equipment, net 6,672 4,058 2,970 Right-of-use assets, net 1,843 1,632 1,195 Other current assets, net - 128 94 Deferred tax assets, net 74 74 54 Asset held for sale - 3,035 2,222 Total non-current assets 8,834 9,433 6,905 TOTAL ASSETS 35,493 35,114 25,702 Liabilities Current liabilities: Bank loans - current 4,241 1,328 972 Lease payable - current 300 292 214 Accounts payable, accruals, and other current liabilities 2,085 1,678 1,228 Warranty liabilities 22 22 16 Income taxes payable 149 89 65 Contract liabilities 6,960 6,660 4,875 Total current liabilities 13,757 10,069 7,370 Bank loans – non-current 3,740 7,466 5,465 Lease payable – non-current 1,283 986 722 Deferred tax liabilities - 100 73 Total non-current liabilities 5,023 8,552 6,260 TOTAL LIABILITIES 18,780 18,621 13,630 Commitments and contingencies - - - Shareholders’ equity Ordinary shares US$ 0.003 par value per share; 33,333,333 authorized as of December 31, 2023 and 2024; 5,006,666 and 5,306,666 shares issued and outstanding as of December 31, 2023 and 2024* 20 21 16 Additional paid-in capital 15,686 15,508 11,351 Treasure shares (9,952 and 46,406 acquired as of December 31, 2023 and 2024) (18 ) (66 ) (48 ) Retained earnings 1,126 1,158 849 Accumulated other comprehensive income (101 ) (128 ) (96 ) Total shareholders’ equity 16,713 16,493 12,072 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 35,493 35,114 25,702 * Giving retroactive effect to the reverse share split effected which are detailed in Note 15 to the consolidated financial statements (1) Calculated at the rate of US$1.00 = SGD1.3662, as set forth in the statistical release of the Federal Reserve System on December 31, 2024. 75 As of December 31, 2024, we had positive working capital of approximately SGD15.6 million (US$11.4 million), total assets of approximately SGD35.1 million (US$25.7 million), total liabilities of approximately SGD18.6 million (US$13.6 million) and shareholders’ equity of approximately SGD16.5 million (US$12.1 million).
For instance, we are actively monitoring the credit terms of our customers and follow up on collection regularly to ensure greater control over our accounts receivable.
For instance, we are actively monitoring the credit terms of our customers and follow up on collection regularly to ensure greater control over our accounts receivable. For details of the background of our top five customers for the years ended December 31, 2023 and 2024, please refer to the section headed “Business - Our Customers’’ in this Annual Report.
The decreases were mainly attributable to a slowdown in shipments for other cleaning systems and other equipment in the electronics and hard drive industries and decreased sales for general cleaning services of food courts. 60 Our total revenue increased by approximately SGD3.9 million or 26.2% to approximately SGD18.6 million for the year ended December 31, 2022 from approximately SGD14.8 million for the year ended December 31, 2021.
The decreases were mainly attributable to a slowdown in shipments for other cleaning systems and other equipment in the electronics and hard drive industries and decreased sales for general cleaning services of food courts.
We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.
We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk We are exposed to interest rate risk while we have short-term bank loans outstanding.
The increase in revenue in Singapore for the financial year ended December 31, 2021 was mainly due to the increase in revenue generated from provision of centralized dishwashing and general cleaning services by approximately SGD1.3 million. 62 Malaysia The decrease in revenue in Malaysia for the year ended December 31, 2023 was primarily attributable to a decrease in revenue from subsidiaries of a certain customer group in Malaysia of approximately SGD3.2 million.
Malaysia The increase in revenue in Malaysia for the year ended December 31, 2024 was primarily attributable to an increase in revenue from subsidiaries of a certain customer group in Malaysia of approximately SGD3.9 million. 69 Other countries The decrease in revenue in other countries for the year ended December 31, 2024 was mainly due to projects completion.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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The compensation committee’s responsibilities include: ● evaluating the performance of our chief executive officer in light of our company’s corporate goals and objectives and, based on such evaluation,: (i) recommending to the board of directors the cash compensation of our chief executive officer, and (ii) reviewing and approving grants and awards to our chief executive officer under equity-based plans; ● reviewing and recommending to the board of directors the cash compensation of our other executive officers; ● reviewing and establishing our overall management compensation, philosophy and policy; ● overseeing and administering our compensation and similar plans; ● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; ● retaining and approving the compensation of any compensation advisors; ● reviewing and approving our policies and procedures for the grant of equity-based awards; ● reviewing and determining the necessity for recovery of certain incentive compensation previously paid to the Company’s current and former executive officers in the event of a restatement of the Company’s financial statements for any fiscal year; ● reviewing and recommending to the board of directors the compensation of our directors; and ● preparing the compensation committee report required by SEC rules, if and when required.
The compensation committee’s responsibilities include: ● evaluating the performance of our chief executive officer in light of our company’s corporate goals and objectives and, based on such evaluation,: (i) recommending to the board of directors the cash compensation of our chief executive officer, and (ii) reviewing and approving grants and awards to our chief executive officer under equity-based plans; ● reviewing and recommending to the board of directors the cash compensation of our other executive officers; 88 ● reviewing and establishing our overall management compensation, philosophy and policy; ● overseeing and administering our compensation and similar plans; ● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; ● retaining and approving the compensation of any compensation advisors; ● reviewing and approving our policies and procedures for the grant of equity-based awards; ● reviewing and determining the necessity for recovery of certain incentive compensation previously paid to the Company’s current and former executive officers in the event of a restatement of the Company’s financial statements for any fiscal year; ● reviewing and recommending to the board of directors the compensation of our directors; and ● preparing the compensation committee report required by SEC rules, if and when required.
The audit committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; 81 ● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; ● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; ● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly/semi-annual financial statements and related disclosures as well as critical accounting policies and practices used by us; ● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; ● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F; ● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; ● preparing the audit committee report required by SEC rules, if and when required; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; ● Continuously engaging in the review for any potential cybersecurity risks as part of the Company’s overall risk management program; and ● reviewing earnings releases.
The audit committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; ● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; 87 ● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; ● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly/semi-annual financial statements and related disclosures as well as critical accounting policies and practices used by us; ● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; ● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F; ● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; ● preparing the audit committee report required by SEC rules, if and when required; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; ● Continuously engaging in the review for any potential cybersecurity risks as part of the Company’s overall risk management program; and ● reviewing earnings releases.
She also completed the Tsinghua SEM Indonesia-Singapore Executive Program and SPRING CEO Leadership Circle Program in May 2014 and November 2016, respectively. Ms. Hong was appointed as the deputy chairman of Singapore Precision Engineering and Technology Association from April 2017 to April 2019, and she has been appointed as the chairman from April 2019 to April 2025. 78 Mr.
She also completed the Tsinghua SEM Indonesia-Singapore Executive Program and SPRING CEO Leadership Circle Program in May 2014 and November 2016, respectively. Ms. Hong was appointed as the deputy chairman of Singapore Precision Engineering and Technology Association from April 2017 to April 2019, and she has been appointed as the chairman from April 2019 to April 2025. Mr.
The nomination committee’s responsibilities include: ● developing and recommending to the board of directors criteria for board and committee membership; 82 ● establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders; and ● reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us.
The nomination committee’s responsibilities include: ● developing and recommending to the board of directors criteria for board and committee membership; ● establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders; and ● reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us.
For additional information regarding our Cybersecurity Policy, please refer to Item 16K included in this Annual Report on Form 20-F for the year ended December 31, 2023. Compensation committee Mr. Tay, Ms. Khoo and Mr. Singh will serve on the compensation committee, which will be chaired by Mr. Tay.
For additional information regarding our Cybersecurity Policy, please refer to Item 16K included in the Annual Report on Form 20-F for the year ended December 31, 2023. Compensation committee Mr. Tay, Ms. Khoo and Mr. Singh will serve on the compensation committee, which will be chaired by Mr. Tay.
Zhao worked in JCS Automation Pte Ltd. with his last position as the head of the design department. Mr. Zhao obtained a Bachelor of Engineering degree in Mechanical Engineering from the Nanyang Technological University, Singapore in February 2012 and a Master of Science degree in Management from the Singapore Management University in August 2016. Mr.
Zhao worked in JCS Automation Pte Ltd. with his last position as the head of the design department. 86 Mr. Zhao obtained a Bachelor of Engineering degree in Mechanical Engineering from the Nanyang Technological University, Singapore in February 2012 and a Master of Science degree in Management from the Singapore Management University in August 2016. Mr.
From June 1998 to approximately September 1999, she worked at JCS Automation Pte Ltd. (now known as JCS Biotech Pte. Ltd.) as marketing manager. Ms. Hong obtained a Diploma in Electronic and Computer Engineering from Ngee Ann Polytechnic, Singapore in August 1993.
From June 1998 to approximately September 1999, she worked at JCS Automation Pte Ltd. (now known as JCS Biotech Pte. Ltd.) as marketing manager. 84 Ms. Hong obtained a Diploma in Electronic and Computer Engineering from Ngee Ann Polytechnic, Singapore in August 1993.
April 26, 2024, our Board of Directors approved an amendment to the audit committee charter (the “Audit Committee Charter”) pursuant to which it adopted a cybersecurity policy (the “Cybersecurity Policy”) and further resolved that the audit committee will have full authority and power to implement the Cybersecurity Policy.
On April 26, 2024, our Board of Directors approved an amendment to the audit committee charter (the “Audit Committee Charter”) pursuant to which it adopted a cybersecurity policy (the “Cybersecurity Policy”) and further resolved that the audit committee will have full authority and power to implement the Cybersecurity Policy.
Zhao Liang joined our Group as the head of the design department in October 2010 and is mainly responsible for leading the design of the mechanical and process aspects of cleaning systems and other equipment. Mr. Zhao has over 15 years of experience in engineering and mechanical design. From February 2006 to September 2010, Mr.
Zhao Liang joined our Group as the head of the design department in October 2010 and is mainly responsible for leading the design of the mechanical and process aspects of cleaning systems and other equipment. Mr. Zhao has over 16 years of experience in engineering and mechanical design. From February 2006 to September 2010, Mr.
Tay will serve as chairman of the compensation committee and as a member of the audit and nomination committees. Mr. Tay has over 19 years of experience in business management and financial advisory services. Since October 2014, Mr.
Tay will serve as chairman of the compensation committee and as a member of the audit and nomination committees. Mr. Tay has over 20 years of experience in business management and financial advisory services. Since October 2014, Mr.
Khoo served as an independent director of Kitchen Culture Holdings Limited (a company listed on the Catalist of the Singapore Exchange Limited (stock code: SGX:5TI)) from October 2012 to February 2019. Since January 2014, she has served as an independent director of Teho International Inc Ltd. (a company listed on the Catalist of the Singapore Exchange Limited (stock code: SGX:5OQ)).
Khoo served as an independent director of Kitchen Culture Holdings Limited (a company listed on the Catalist of the Singapore Exchange Limited (stock code: SGX:5TI)) from October 2012 to February 2019. Since January 2014, she has served as an independent non-executive director of Teho International Inc Ltd.
Wui Chin Hou is the field operations manager of our Group and is mainly responsible for managing the operation of dishwashing facilities and the cleaning operation of food courts. Mr. Wui joined our Group in September 2016. 80 Mr. Wui has over 25 years of experience in production management. Prior to joining our Group, Mr.
Wui Chin Hou is the field operations manager of our Group and is mainly responsible for managing the operation of dishwashing facilities and the cleaning operation of food courts. Mr. Wui joined our Group in September 2016. Mr. Wui has over 26 years of experience in production management. Prior to joining our Group, Mr.
Effective as of March 5, 2020, we entered into an employment agreement with Long Jia Kwang pursuant to which he was employed as an Executive Director and Chief Financial Officer of JE Cleantech Holdings Limited. The agreement provides for a monthly base director fee of US$4,000. The other terms stated herein remain unchanged. The aggregate compensation paid to Mr.
Effective as of March 5, 2020, we entered into an employment agreement with Long Jia Kwang pursuant to which he was employed as an Executive Director and Chief Financial Officer of JE Cleantech Holdings Limited. The agreement provides for a monthly base director fee of US$4,000. The other terms stated herein remain unchanged.
Under the terms of the agreement, Mr. Long’s employment will continue indefinitely, subject to termination by either party to the agreement upon 1 months’ written notice or the equivalent salary in lieu of such notice.
Long’s employment will continue indefinitely, subject to termination by either party to the agreement upon 1 months’ written notice or the equivalent salary in lieu of such notice.
Khoo Su Nee, Joanne was appointed as an independent Non-executive Director of the Company on January 19, 2022. Ms. Khoo will serve as the chairman of the audit committee and as a member of the compensation and nomination committees. Ms. Khoo has over 27 years of experience in corporate finance and business advisory services. Ms.
Khoo Su Nee, Joanne was appointed as an independent Non-executive Director of the Company on January 19, 2022. Ms. Khoo will serve as the chairman of the audit committee and as a member of the compensation and nomination committees. Ms. Khoo has close to 30 years of experience in corporate finance and business advisory services. Ms.
Name Age Title Executive Officers and Directors: Hong Bee Yin 52 Chairman, Executive Director and Chief Executive Officer Long Jia Kwang 46 Executive Director and Chief Financial Officer Independent Non-executive Directors: Singh Karmjit 77 Independent Non-executive Director Tay Jingyan, Gerald 36 Independent Non-executive Director Khoo Su Nee, Joanne 50 Independent Non-executive Director Key Personnel: Zhao Liang 42 Head of design department Wui Chin Hou 51 Field operations manager No arrangement or understanding exists between any such director or officer and any other persons pursuant to which any director or executive officer was elected as a director or executive officer.
Name Age Title Executive Officers and Directors: Hong Bee Yin 53 Chairman, Executive Director and Chief Executive Officer Long Jia Kwang 47 Executive Director and Chief Financial Officer Independent Non-executive Directors: Singh Karmjit 78 Independent Non-executive Director Tay Jingyan, Gerald 37 Independent Non-executive Director Khoo Su Nee, Joanne 51 Independent Non-executive Director Key Personnel: Zhao Liang 43 Head of design department Wui Chin Hou 52 Field operations manager No arrangement or understanding exists between any such director or officer and any other persons pursuant to which any director or executive officer was elected as a director or executive officer.
For additional information regarding our Compensation Recovery Policy, please refer to Exhibit 97.1 to this Annual Report. Nomination committee Mr. Singh, Ms. Khoo and Mr. Tay and will serve on the nomination committee, which will be chaired by Mr. Singh.
For additional information regarding our Compensation Recovery Policy, please refer to Exhibit 97.1 to the Annual Report for fiscal year ended December 31, 2023. . Nomination committee Mr. Singh, Ms. Khoo and Mr. Tay and will serve on the nomination committee, which will be chaired by Mr. Singh.
Ms. Khoo served as an independent director of Excelpoint Technology Ltd. (a company listed on the main board of the Singapore Exchange Limited (stock code: SGX: BDF)) from September 2016 to April 2022.
(a company listed on the Catalist of the Singapore Exchange Limited (stock code: SGX:5OQ)) and was re-designated as a non-independent non-executive director on 30 October 2024. Ms. Khoo served as an independent director of Excelpoint Technology Ltd. (a company listed on the main board of the Singapore Exchange Limited (stock code: SGX: BDF)) from September 2016 to April 2022.
She has also served as an independent non-executive director of Xamble Group Limited, formerly known as Netccentric Limited (a company listed on The Australian Securities Exchange (stock code: ASX: XGL)) since July 2017.
She has also served as an independent non-executive director of Xamble Group Limited (a company listed on The Australian Securities Exchange (stock code: ASX: XGL)) since July 2017. Since June 2020, she has also served as an independent non-executive director of ES Group (Holdings) Limited (a company listed on the Catalist of the Singapore Exchange Limited (stock code: SGX:5RC).
Effective as of March 5, 2020, we entered into an employment agreement with Hong Bee Yin pursuant to which she was employed as an Executive Director, Chairman and Chief Executive Officer of JE Cleantech Holdings Limited. The agreement provides for a monthly base director fee of US$6,000. The other terms stated herein remain unchanged. The aggregate compensation paid to Ms.
Effective as of March 5, 2020, we entered into an employment agreement with Hong Bee Yin pursuant to which she was employed as an Executive Director, Chairman and Chief Executive Officer of JE Cleantech Holdings Limited. The agreement provides for a monthly base director fee of US$6,000. On August 12, 2024, the Board of Directors approved an amendment to Ms.
Employees As of the end of 2023, we employed a total of 103 persons, 54 of whom are employed by JCS-Echigo and 49 of which are employed by Hygiea. Employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good.
Employees As of December 31, 2024, we employed a total of 95 persons, 53 of whom are employed by JCS-Echigo and 42 of whom are employed by Hygiea. Employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company. 92 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Each Director’s Agreement is for an initial term of one year and will continue until the independent Non-executive Director’s successor is duly elected and qualified.
The terms and conditions of such Directors’ Agreements are similar in all material aspects, save for the director’s fees. Each Director’s Agreement is for an initial term of one year and will continue until the independent Non-executive Director’s successor is duly elected and qualified.
Our nomination committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.
Our nomination committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy. 89 Foreign Private Issuer Status The Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq.
Khoo was a member of the Women Corporate Directors from September 2018 to June 2019. Mr. Karmjit Singh was appointed as a Non-executive Director of the Company on March 5, 2020 and redesignated as our independent Non-executive Director on November 12, 2021. Mr.
Karmjit Singh was appointed as a Non-executive Director of the Company on March 5, 2020 and redesignated as our independent Non-executive Director on November 12, 2021. Mr. Singh serves as the chairman of the nomination committee and as a member of the audit and compensation committees. Mr.
Khoo obtained a Bachelor of Business degree in Accountancy from Royal Melbourne Institute of Technology in November 1997. She was admitted as a Certified Practicing Accountant of the CPA Australia in October 1999 and a Chartered Accountant of the Malaysian Institute of Accountants in July 2000. Ms.
She was admitted as a Certified Practicing Accountant of the CPA Australia in October 1999 and a Chartered Accountant of the Malaysian Institute of Accountants in July 2000. Ms. Khoo was a member of the Women Corporate Directors from September 2018 to June 2019. Mr.
The agreement provides for a monthly base salary of SGD9,750, plus a transportation allowance of SGD750 per month. These amounts may be adjusted from time to time. The agreement provides that the Company may, in its discretion, transfer or assign Mr. Long to any position compatible with that of Financial Controller or to any of the companies in our Group.
The agreement provides that the Company may, in its discretion, transfer or assign Mr. Long to any position compatible with that of Financial Controller or to any of the companies in our Group. Under the terms of the agreement, Mr.
Compensation For the year ended December 31, 2023, we paid an aggregate of SGD952,000 as compensation to our directors, our executive officers and our key employees. 83 We did not set aside or accrue any amounts to provide pension, retirement or similar benefits for directors and officers for the year ended December 31, 2022 and 2023 other than contributions to our Provident Fund Plan as social insurances and housing provident fund, which aggregated SGD63,000 and SGD68,000 for officers and directors.
We did not set aside or accrue any amounts to provide pension, retirement or similar benefits for directors and officers for the year ended December 31, 2023 and 2024 other than contributions to our Provident Fund Plan as social insurances and housing provident fund, which aggregated SGD68,000 and SGD82,000 for officers and directors. 90 Compensation Recovery Policy As required by the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act, and Rule 10D-1 under the Exchange Act, the Compensation Committee of the Board of Directors has adopted a compensation recovery policy, also known as a clawback policy (the “Compensation Recovery Policy”), effective December 1, 2023.
Since June 2020, she has also served as an independent non-executive director of ES Group (Holdings) Limited (a company listed on the Catalist of the Singapore Exchange Limited (stock code: SGX:5RC). Since February 2024, she has also served as an independent non-executive director of Ryde Group Ltd (a company listed on the NYSE American (stock code: NYSE AMERICAN:RYDE). Ms.
Since February 2024, she has also served as an independent non-executive director of Ryde Group Ltd (a company listed on the NYSE American (stock code: NYSE AMERICAN:RYDE). 85 Ms. Khoo obtained a Bachelor of Business degree in Accountancy from Royal Melbourne Institute of Technology University in November 1997.
Singh serves as the chairman of the nomination committee and as a member of the audit and compensation committees. Mr. Singh is primarily responsible for providing guidance to the management team on corporate strategies and governance matters. 79 Mr. Singh has over 46 years of experience in business management. From 1974 to 1998, Mr.
Singh is primarily responsible for providing guidance to the management team on corporate strategies and governance matters. Mr. Singh has over 47 years of experience in business management. From 1974 to 1998, Mr. Singh worked at Singapore Airlines Limited serving in a variety of managerial capacities covering corporate affairs, planning, aviation fuel and administrative services. Mr.
Hong for the year ended December 31, 2023 were US$352,286. Employment Agreement with Long Jia Kwang We entered into an employment agreement dated September 5, 2014 with Long Jia Kwang pursuant to which he was employed as Financial Controller for JCS-Echigo Pte Ltd.
Employment Agreement with Long Jia Kwang We entered into an employment agreement dated September 5, 2014 with Long Jia Kwang pursuant to which he was employed as Financial Controller for JCS-Echigo Pte Ltd. The agreement provides for a monthly base salary of SGD9,750, plus a transportation allowance of SGD750 per month. These amounts may be adjusted from time to time.
Long for the year ended December 31, 2023 was US$162,191. Independent Non-Executive Directors’ Agreements Each of our independent Non-executive Directors has entered into a Director’s Agreement with the Company and where relevant, a subsidiary. The terms and conditions of such Directors’ Agreements are similar in all material aspects, save for the director’s fees.
Other than as disclosed above, none of our executive directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment. Independent Non-Executive Directors’ Agreements Each of our independent Non-executive Directors has entered into a Director’s Agreement with the Company and where relevant, a subsidiary.
Removed
Singh worked at Singapore Airlines Limited serving in a variety of managerial capacities covering corporate affairs, planning, aviation fuel and administrative services. Mr.
Added
Compensation For the year ended December 31, 2023 and 2024, we paid an aggregate of SGD952,000 and SGD1,490,000 as compensation to our directors, our executive officers and our key employees.
Removed
Foreign Private Issuer Status The Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq.
Added
The increase in compensation to our directors, our executive officers and our key employees for the year ended December 31, 2024 was mainly due to the revision of our CEO remuneration package since January 1, 2024, the payment of share-based compensation expense to our CEO and the payment of a special bonus as an incentive to our key management personnel.
Removed
Compensation Recovery Policy As required by the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act, and Rule 10D-1 under the Exchange Act, the Compensation Committee of the Board of Directors has adopted a compensation recovery policy, also known as a clawback policy (the “Compensation Recovery Policy”), effective December 1, 2023.
Added
Hong Bee Yin’s employment agreement as Executive Director of our subsidiaries with effect from January 1, 2024, under which we agreed to pay Ms. Hong a total monthly remuneration of SGD52,500 (consisting of a monthly salary of SGD45,000, a monthly director’s fee of SGD2,500 and a monthly transport allowance of SGD5,000) for total annual remuneration of SGD630,000.
Removed
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company.
Added
In addition, the annual cash bonus provision was amended so that, in addition to the total annual remuneration payable to Ms. Hong, we have agreed to pay Ms.
Added
Hong a cash performance bonus in an amount equal to the percentages reflected below based on the amount of the Group’s profits before tax (“PBT”), excluding any extraordinary items, as evidenced by the audited fiscal year-end financial statements for any given fiscal year as follows: Audited Group’s PBT Percentage of Profit Sharing Performance Bonus First SGD1,000,000 0 % SGD0 From SGD1,000,001 – SGD2,000,000 10 % * From SGD1,000,001 – SGD2,000,000 15 % * From SGD3,000,001 and above 20 % * * Dependent on the amount of the Group’s PBT Effective as of March 5, 2020, we entered into an additional employment agreement with Hong Bee Yin pursuant to which she was employed as an Executive Director, Chairman and Chief Executive Officer of JE Cleantech Holdings Limited.
Added
That agreement provides for a monthly base director fee of US$6,000. The other terms stated herein remain unchanged. 91 The aggregate compensation paid to Ms. Hong for the years ended December 31, 2023 and 2024, pursuant to both employment agreements, combined, was US$352,286 and US$567,245, respectively.
Added
On August 12, 2024, the Board of Directors approved a special bonus of S$50,000 to be paid to Mr Long. The aggregate compensation paid to Mr. Long for the years ended December 31, 2023 and 2024 was US$162,191 and US$209,785, respectively.
Added
In addition, our executive directors will be entitled to participate in the JE Cleantech Holdings Limited 2022 Equity Incentive Plan or such other share option scheme as may be adopted by the Corporation, as amended from time to time.
Added
The number of options granted and the terms of those options will be determined from time to time by a vote of the Board of Directors; provided that each director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that director.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

9 edited+7 added−4 removed3 unchanged
The following table sets forth the number of the Company’s ordinary shares beneficially owned as of December 31, 2023 by (i) those persons or groups known to beneficially own more than 5% of our ordinary shares; (ii) each executive officer and director; and (iv) all directors and executive officers as a group.
The following table sets forth the number of the Company’s ordinary shares beneficially owned as of December 31, 2024 by (i) those persons or groups known to beneficially own more than 5% of our ordinary shares; (ii) each executive officer and director; and (iv) all directors and executive officers as a group.
Set forth below are related party transactions of our Company for the years ended December 31, 2021, 2022 and 2023, which are identified in accordance with the rules prescribed under Form 20-F and may not be considered as related party transactions under Singapore law.
Set forth below are related party transactions of our Company for the years ended December 31, 2022, 2023 and 2024, which are identified in accordance with the rules prescribed under Form 20-F and may not be considered as related party transactions under Singapore law.
Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. 84 Except as indicated below, the stockholders listed possess sole voting and investment power with respect to their shares.
Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Except as indicated below, the shareholders listed possess sole voting and investment power with respect to their shares.
(2) Represents shares held by JE Cleantech Global Limited, a company directly owned as to 100.00% by Ms. Hong. There are no arrangements known to us that may at a subsequent date result in a change in control of the Company.
(2) Includes 3,200,000 shares held by JE Cleantech Global Limited, a company directly owned as to 100.00% by Ms. Hong, as of December 31, 2024 and 300,000 shares held directly by Ms. Hong. There are no arrangements known to us that may at a subsequent date result in a change in control of the Company.
Name of Beneficial Owner Ordinary Shares Beneficially Owned Percent of Class (1) Named Executive Officers and Directors: Hong Bee Yin (2) 3,200,000 64 % Long Jia Kwang - - % Karmjit Singh - - % Tay Jingyan, Gerald - - % Khoo Su Nee, Joanne - - % All executive officers and Directors as a group (5 persons) 3,200,000 (1) 64 % 5% Shareholders: JE Cleantech Global Limited 3,200,000 64 % (1) Based on 5,006,666 shares outstanding as of the date of this Annual Report.
Name of Beneficial Owner Ordinary Shares Beneficially Owned Percent of Class (1) Named Executive Officers and Directors: Hong Bee Yin (2) 3,500,000 66.5 % Long Jia Kwang - - % Karmjit Singh - - % Tay Jingyan, Gerald - - % Khoo Su Nee, Joanne - - % All executive officers and directors as a group (5 persons) 3,500,000 66.5 % 5% Shareholders: JE Cleantech Global Limited 3,200,000 60.8 % (1) Based on 5,260,260 shares outstanding as of December 31, 2024.
Related Party Transactions We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.
For more information regarding our principal shareholders and their affiliated entities, see “Security Ownership of Certain Beneficial Owners and Management.” Related Party Transactions We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.
Hong Bee Yin is Nil. 85 Other than the above-mentioned disclosure, there were no significant related party transactions conducted during the years ended December 31, 2021, 2022 and 2023. Interests of Experts and Counsel Not Applicable Legal Proceedings Not Applicable
Hong Bee Yin (714 ) - - - Shares issued as stock-based compensation to controlling shareholder Ms. Hong Bee Yin - - 466 341 Dividend paid to controlling shareholder Ms. Hong Bee Yin - - 425 311 Other than the above-mentioned disclosure, there were no significant related party transactions conducted during the years ended December 31, 2022, 2023 and 2024.
Hong Bee Yin, the Company’s controlling shareholder, is non-trade, unsecured, interest-free and payable on demand. During the financial years ended December 31, 2021 and 2022, an amount of SGD 1.5 million (approximately US$ 1.2 million) and SGD 0.6 million (approximately US$ 0.5 million), respectively, were drawn down from the original revolving loan facility made available by Ms.
Nature of relationships with related parties: For the years ended December 31, Related parties Relationship 2022 2023 2024 2024 SGD’000 SGD’000 SGD’000 USD’000 Amount due to: Ms. Hong Bee Yin Our CEO and Controlling shareholder 741 - - - Non-trade advance from controlling shareholder is unsecured, interest free and repayment on demand.
Hong Bee Yin to the Company in 2021. In the financial year ended December 31, 2022 and 2023, the Company made a repayment of SGD 1.4 million (approximately US$ 1.1 million) and SGD 0.7 million (approximately US$ 0.6 million), respectively, to Ms. Hong Bee Yin. As of December 31, 2023, the amount of outstanding loan owed to Ms.
As of December 31, 2023 and 2024, the amount of outstanding loan owed to Ms. Hong Bee Yin is Nil. Related party transactions: For the years ended December 31, Transaction nature Name 2022 2023 2024 2024 SGD’000 SGD’000 SGD’000 USD’000 Net proceeds from/(repayment) to controlling shareholder Ms.
Removed
On September 24, 2021, prior to the reorganization and the Company’s initial public offering, the Company declared a dividend of SGD 2.9 million (approximately US$2.1 million) payable in cash to its shareholders-JE Cleantech Global Limited, which is wholly-owned by Ms. Hong Bee Yin, the Company’s controlling shareholder, and Triple Business Limited. The dividend was subsequently paid in full.
Added
Resale Registration On February 26, 2025, the Company completed the registration of 800,000 Ordinary Shares beneficially owned by its Chairman and Chief Executive Officer through her 100% ownership of JE Cleantech Global Limited.
Removed
Of this amount, SGD 2.5 million (approximately US$1.9 million) was paid to JE Cleantech Global Limited and SGD 406,000 (approximately US$0.3 million was paid to Triple Business Limited. On October 5, 2021, the Company entered into a loan facility agreement with Ms.
Added
The Ordinary Shares were previously issued to JE Cleantech Global Limited as a result of the corporate reorganization on December 28, 2021, the details of which are set forth above under “Item 4.
Removed
Hong Bee Yin, the Company’s controlling shareholder, for a revolving loan facility of up to approximately SGD 1.4 million (approximately US$ 1.1 million) for general working capital and general corporate purposes, including the payment of expenses related to the Company’s initiative to raise capital through an initial public offering and simultaneous listing of the Company’s ordinary shares on a globally recognized stock exchange.
Added
Information on the Company – Corporate Structure.” 93 We registered the Ordinary Shares in order to permit JE Cleantech Global Limited to offer the Ordinary Shares for resale from time to time. Ms.
Removed
Ms. Hong and the Company entered into a subsequent revolving loan facility on October 6, 2021 in the amount of SGD 1.0 million (approximately US$ 0.7 million) to be used for the same purposes. The total amount of the revolving loan facility of approximately SGD 2.4 million (approximately US$ 1.8 million) from Ms.
Added
Hong Bee Yin, our Chairman, Executive Director and Chief Executive Officer, through her 100% equity ownership of JE Cleantech Global Limited and her direct ownership of 300,000 shares, currently beneficially owns an aggregate of approximately 66.5% of our issued and Ordinary Shares. If all of the 800,000 recently registered Ordinary Shares are sold, Ms.
Added
Hong’s beneficial ownership of our outstanding shares will be reduced to approximately 51.3%. Therefore, Ms. Hong will continue to control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control.
Added
The interests of our largest shareholder may differ from the interests of our other shareholders. Without Ms. Hong’s consent, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may adversely affect the value of our shares.
Added
Interests of Experts and Counsel Not Applicable Legal Proceedings Not Applicable

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