Ohmyhome LtdOMH決算レポート
Nasdaq · 不動産 · 不動産仲介・管理（他人用）
Ohmyhome Ltd is a leading Southeast Asian proptech firm offering end-to-end residential property services including home sales, rentals, mortgage advisory, and conveyancing solutions. Operating primarily in Singapore and Malaysia, it connects property owners, prospective buyers, tenants, and licensed agents to streamline real estate transactions for all user groups.
What changed in Ohmyhome Ltd's 20-F — 2023 vs 2024
Top changes in Ohmyhome Ltd's 2024 20-F
303 paragraphs added · 306 removed · 231 edited across 5 sections
- Item 5. Market for Registrant's Common Equity+154 / −166 · 128 edited
- Item 6. [Reserved]+58 / −63 · 37 edited
- Item 4. Mine Safety Disclosures+41 / −33 · 27 edited
- Item 3. Legal Proceedings+29 / −23 · 22 edited
- Item 7. Management's Discussion & Analysis+21 / −21 · 17 edited
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
22 edited+7 added−1 removed367 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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2023 filing
2024 filing
Key Information-3.D. Risk Factors-Risks Related to - Risks Related to Our Business and Industry - Our business is dependent on the availability of mortgage financing”), may depress the property market and the volume of property transactions in the jurisdictions we operate in, or may increase the cost or reduce the profitability of providing services related to such transactions.
Key Information-3.D. Risk Factors- Risks Related to Our Business and Industry - Our business is dependent on the availability of mortgage financing”), may depress the property market and the volume of property transactions in the jurisdictions we operate in, or may increase the cost or reduce the profitability of providing services related to such transactions.
We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, natural disasters, adverse weather and other uncontrollable events. Our business activities are principally carried out in Singapore and Malaysia, and we intend to expand our operations across new markets in Southeast Asia.
We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, natural disasters, adverse weather and other uncontrollable events. Our business activities are principally carried out in Singapore and Malaysia, and we intend to expand our operations across new markets in Southeast Asia.
Our geographic presence in Southeast Asia may make us vulnerable in the event of increased tension or hostilities in certain countries, including the countries in which our customers operate.
Our geographic presence in Southeast Asia may make us vulnerable in the event of increased tension or hostilities in certain countries, including the countries in which our customers operate.
In addition, unforeseeable circumstances and other factors such as power outages, labor disputes, severe weather conditions and natural or other catastrophes may disrupt our operations, and terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and business and consumer confidence.
In addition, unforeseeable circumstances and other factors such as power outages, labor disputes, severe weather conditions and natural or other catastrophes may disrupt our operations, and terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and business and consumer confidence.
(at page 17). ● We are dependent on key management personnel for our future success and growth (at page 18). ● We may be unable to attract, retain, effectively train, motivate, and utilize Super Agents (at page 19). ● We rely on certain key operating metrics to evaluate the performance of our business, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business (at page 21). ● Acquisitions by our Company has potential benefits such as expanding product and service offerings, entering new markets, and acquiring new technologies, but also carries risks such as integration, cultural, financial, regulatory, and legal risks (at page 22). 5 Risks related to our Ordinary Shares ● We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions (page 23). ● The trading price of our Ordinary Shares may be volatile and there may not be an active, liquid trading market for our Ordinary Shares, which could result in substantial losses to you (page 24). ● We may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares (page 24). ● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
(at page 17). ● We are dependent on key management personnel for our future success and growth (at page 18). ● We may be unable to attract, retain, effectively train, motivate, and utilize Super Agents (at page 19). ● We rely on certain key operating metrics to evaluate the performance of our business, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business (at page 21). ● Acquisitions by our Company have potential benefits, such as expanding product and service offerings, entering new markets, and acquiring new technologies, but also carries risks such as integration, cultural, financial, regulatory, and legal risks (at page 22). 5 Risks related to our Ordinary Shares ● We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions (page 23). ● The trading price of our Ordinary Shares may be volatile and there may not be an active, liquid trading market for our Ordinary Shares, which could result in substantial losses to you (page 24). ● We may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares (page 24). ● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
Furthermore, if investors make investment decisions based on the operating metrics we disclose that they view to be inaccurate, whether real or perceived, we may also face potential lawsuits or disputes and our business, prospects, financial condition and results of operations would be adversely affected as a result. 21 Acquisitions by our Company has potential benefits such as expanding product and service offerings, entering new markets, and acquiring new technologies, but also carries risks such as integration, cultural, financial, regulatory, and legal risks.
Furthermore, if investors make investment decisions based on the operating metrics we disclose that they view to be inaccurate, whether real or perceived, we may also face potential lawsuits or disputes and our business, prospects, financial condition and results of operations would be adversely affected as a result. 21 Acquisitions by our Group has potential benefits such as expanding product and service offerings, entering new markets, and acquiring new technologies, but also carries risks such as integration, cultural, financial, regulatory, and legal risks.
Our Group’s growth to-date is attributable to contributions and expertise of our key management personnel, who each have valuable and extensive experience and knowledge of the industry. In particular, our Chief Executive Officer, Ms. Rhonda Wong and our Chief Operating Officer, Ms.
Our Group’s growth to-date is attributable to contributions and expertise of our key management personnel, who each have valuable and extensive experience and knowledge of the industry. In particular, our Co-Chief Executive Officer, Ms. Rhonda Wong and our Chief Operating Officer, Ms.
This would adversely impact our business, prospects, financial condition and results of operations. We may be unable to adequately protect our intellectual property and proprietary rights. Our success and ability to compete depends in part on our intellectual property. As of December 31, 2023, we have one (1) registered trademark in Singapore and one (1) registered trademark in the Philippines.
This would adversely impact our business, prospects, financial condition and results of operations. We may be unable to adequately protect our intellectual property and proprietary rights. Our success and ability to compete depends in part on our intellectual property. As of December 31, 2024, we have one (1) registered trademark in Singapore and one (1) registered trademark in the Philippines.
We are adversely affected by factors that reduce transaction volumes, sales prices and/or rental rates in the property markets of jurisdictions we operate in, particularly the Singapore residential property market, which accounted for a significant proportion of our Group’s total income in 2021, 2022 and 2023.
We are adversely affected by factors that reduce transaction volumes, sales prices and/or rental rates in the property markets of jurisdictions we operate in, particularly the Singapore residential property market, which accounted for a significant proportion of our Group’s total income in 2022, 2023 and 2024.
If one or more of these analysts cease coverage of the Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Ordinary Shares to decline.
If one or more of these analysts cease coverage of the Group or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Ordinary Shares to decline.
Government regulation of loans and direct investments by our Company to our foreign subsidiaries may delay or prevent us from making loans or additional capital contributions, which could materially and adversely affect our liquidity and ability to expand our business and operations in such jurisdictions.
Government regulation of loans and direct investments by our Group to our foreign subsidiaries may delay or prevent us from making loans or additional capital contributions, which could materially and adversely affect our liquidity and ability to expand our business and operations in such jurisdictions.
The property management industry may be regulated in the future, which could impact the company’s business and financial performance. Following completion of the Simply Sakal Acquisition, our business includes providing property management solutions. The business of property management is not currently governed by regulations in Singapore.
The property management industry may be regulated in the future, which could impact the Group’s business and financial performance. Following completion of the Simply Sakal Acquisition, our business includes providing property management solutions. The business of property management is not currently governed by regulations in Singapore.
Our brokerage service, which formed the bulk of our revenue for the fiscal years ended December 31, 2021 and 2022, 2023 depends heavily on our ability to attract, retain and to effectively train our Super Agents.
Our brokerage service, which formed the bulk of our revenue for the fiscal years ended December 31, 2022 and 2023, 2024 depends heavily on our ability to attract, retain and to effectively train our Super Agents.
If the Singapore government does enact regulations on the property management industry, the Company would need to utilize additional resources in order to comply with these regulations. These costs could reduce the Company’s profitability. Additionally, if the Company is unable to comply with the regulations, it could be subject to fines or other penalties.
If the Singapore government does enact regulations on the property management industry, the Group would need to utilize additional resources in order to comply with these regulations. These costs could reduce the Group’s profitability. Additionally, if the Group is unable to comply with the regulations, it could be subject to fines or other penalties.
While we have implemented various measures in the hopes of mitigating further adverse effect on our business, such as increasing our marketing budget and outreach to both existing and potential customers and commencing various product strategies to capture and retain potential property buyers and sellers at an early stage of their proposed property transactions to extend our pipeline of property listings and transactions, there is no guarantee that all or any customers will be receptive or responsive to such strategies that we have implemented.
While we have implemented various measures in the hopes of mitigating further adverse effect on our business, such as increasing our marketing budget and outreach to both existing and potential customers and commencing various product strategies to capture and retain potential property buyers and sellers at an early stage of their proposed property transactions to extend our pipeline of property listings and transactions, there is no guarantee that all or any customers will be receptive or responsive to such strategies that we have implemented. 2024 has seen some recovery in transactions in the Singapore market as a result of stabilizing mortgage rates.
As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or Controlling Shareholder than they would as shareholders of a company incorporated in a U.S. state.
As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or Controlling Shareholder than they would as shareholders of a company incorporated in a U.S. state. Certain judgments obtained against us by our shareholders may not be enforceable.
Our brokerage services is our core business, which generated a revenue of S$3,731,586, S$3,072,060, S$2,817,930, representing 85.2%, 43.7%, and 56.3% of our total revenue for the years ended December 31, 2021, 2022, and 2023 respectively.
Our brokerage services is our core business, which generated a revenue of S$3,072,060, S$2,817,930 and S$3,906,953 representing 43.7%, 56.3% and 36% of our total revenue for the years ended December 31, 2022, 2023, and 2024 respectively.
We recorded a negative cash flow from operating activities of S$1,812,064 as at December 31, 2021, and a negative cash flow from operating activities of S$3,106,317 as at December 31, 2022, and a negative cash flow from operating activities of S$4,854,939 (US$3,679,937) as at December 31, 2023.
We recorded a negative cash flow from operating activities of S$3,106,317 as at December 31, 2022, and a negative cash flow from operating activities of S$4,854,939 (US$3,679,937) as at December 31, 2023, and a negative cash flow from operating activities of S$3,025,371(US$2,214,442) as at December 31, 2024.
Certain judgments obtained against us by our shareholders may not be enforceable We are a Cayman Islands exempted company. Our operating subsidiaries were incorporated and are located in Singapore and Malaysia. Substantially all of our assets are located outside of the United States.
We are a Cayman Islands exempted company. Our operating subsidiaries were incorporated and are located in Singapore and Malaysia. Substantially all of our assets are located outside of the United States.
Acquisitions by our Company such as the Simply Sakal Acquisition allows us to expand our product and service offerings, enter new markets, and acquire new technologies.
Acquisitions by our Group such as the Simply Sakal Acquisition ( see Section 4.B. Business Overview - Recent Developments - beginning on Page 35 ) allows us to expand our product and service offerings, enter new markets, and acquire new technologies.
As a foreign private issuer whose ordinary shares are listed on the Nasdaq Capital Market, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the Nasdaq Capital Market rules.
As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country.
We may rely on exemptions available under the Nasdaq Capital Market rules to a foreign private issuer and follow our home country practices in the future, and as a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Capital Market rules.
As a foreign private issuer, we are permitted to, and did, follow certain home country corporate governance practices instead of otherwise applicable Nasdaq Capital Market requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
Removed
A foreign private issuer must disclose in its annual reports filed with the SEC each requirement under the Nasdaq Capital Market rules with which it does not comply, followed by a description of its applicable home country practice. Our home country practices in the Cayman Islands may afford less protection to holders of our ordinary shares.
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In August 2024, HDB announced a lowering of Loan-to-Value limit for HDB housing loans by 5% from 80% to 75%, which may impact buyers’ ability to afford higher valued homes due to increased cash outlay.
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In 2024, the market recovered from the series of government cooling measures and have witnessed a growth of 8.4% in HDB resale transactions according to HDB resale statistics 1, and 24.0% growth in private property transactions according to Urban Redevelopment Authority of Singapore 2 .
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As a result of our growth in our HomerAI product as well as integration with our acquired property management business, our Brokerage Services segment in financial year 2024 has seen a growth of 38.6% as compared to 2023.
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Currently, we have elected to follow home country practice in Cayman Islands in lieu of Nasdaq Listing Rule 5600, including Rule 5605(b)(1), Rule 5605(b)(2), Rule 5605(e), Rule 5620(a), Rule 5620(b), Rule 5620(c), Rule 5630(a), Rule 5635(a), Rule 5635(b), Rule 5635(c), and Rule 5635(d), with the exception of those rules which are required to be followed pursuant to the provisions of Listing Rule 5615(a)(3).
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Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. See “Item 16G. Corporate Governance” for more information.
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Our stock option plan may adversely impact our financial results, and, in turn, could adversely impact the trading price of our shares. Our 2023 Equity Incentive Plan permits the grant of options.
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Under applicable accounting standards, we may be required to record a liability and a related expense in our financial statements for potential future cash settlements of equity compensation awards. The recording of this liability could have an adverse impact on and create volatility in our financial results and, in turn, could adversely impact the trading price of our shares.
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
27 edited+14 added−6 removed249 unchanged
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
27 edited+14 added−6 removed249 unchanged
2023 filing
2024 filing
In order to protect our intellectual property rights, we have adopted various measures. For instance, in respect of our employees, their employment agreements generally contain clauses which provide that all the confidential information, such as trade secrets, know-how, business plans, the Company’s software and documentation, amongst others, are not to be disclosed.
In order to protect our intellectual property rights, we have adopted various measures. For instance, in respect of our employees, their employment agreements generally contain clauses which provide that all the confidential information, such as trade secrets, know-how, business plans, the Group’s software and documentation, amongst others, are not to be disclosed.
According to the CEA’s public database of agent transactions and the Company’s staff list, our Super Agents were listed in CEA’s top 1% of real estate agents in Singapore, based on the volume of selling transactions in 2021 ( CEA Salespersons’ Property Transaction Records (Residential) as at May 30, 2022: https://data.gov.sg/dataset/cea-salesperson-residential-transaction-record ).
According to the CEA’s public database of agent transactions and the Group’s staff list, our Super Agents were listed in CEA’s top 1% of real estate agents in Singapore, based on the volume of selling transactions in 2021 ( CEA Salespersons’ Property Transaction Records (Residential) as at May 30, 2022: https://data.gov.sg/dataset/cea-salesperson-residential-transaction-record ).
In relation to ad-hoc third-party services such as cleaning, painting, moving, handyman services, the contractual relationship is between us and the individual customers for the provision of such services, and we assign the contractor to serve our customers. The Company is currently not indemnified by the service providers against customer claims.
In relation to ad-hoc third-party services such as cleaning, painting, moving, handyman services, the contractual relationship is between us and the individual customers for the provision of such services, and we assign the contractor to serve our customers. The Group is currently not indemnified by the service providers against customer claims.
Apart from the employment agreement, our employees are also required to separately sign a confidentiality agreement that contain clauses which provide for the protection of all confidential information, non-competition during the period of employment and non-solicitation for a period of one year after termination of employment, and that all inventions made, conceived, reduced to practice, or learned by the employee are the sole property of the Company and all rights, title and interest to such inventions are assigned by the employee to the Company. 55 In relation to independent contractors which deal with the Company’s intellectual property, our contracts also contain clauses which provide that all intellectual property rights in materials, code or documents created by the contractor will belong to the Company, and that all information and documents provided by the Company to the contractors will be the sole ownership of the Company.
Apart from the employment agreement, our employees are also required to separately sign a confidentiality agreement that contain clauses which provide for the protection of all confidential information, non-competition during the period of employment and non-solicitation for a period of one year after termination of employment, and that all inventions made, conceived, reduced to practice, or learned by the employee are the sole property of the Group and all rights, title and interest to such inventions are assigned by the employee to the Group. 55 In relation to independent contractors which deal with the Group’s intellectual property, our contracts also contain clauses which provide that all intellectual property rights in materials, code or documents created by the contractor will belong to the Group, and that all information and documents provided by the Group to the contractors will be the sole ownership of the Group.
Item 4. Information on the Company 4.A. History and Development of the Company Corporate History Our Group’s history can be traced back to 2015 when Ms. Rhonda Wong and Ms. Race Wong saw an opportunity to develop a data and technology-driven property technology platform.
Item 4. Information on the GROUP 4.A. History and Development of the Group Corporate History Our Group’s history can be traced back to 2015 when Ms. Rhonda Wong and Ms. Race Wong saw an opportunity to develop a data and technology-driven property technology platform.
In relation to the subcontractors we work with for renovation and related home services, the contractual relationship is between us and the customer for the provision of renovation services. The Company is currently not indemnified by the service providers against customer claims.
In relation to the subcontractors we work with for renovation and related home services, the contractual relationship is between us and the customer for the provision of renovation services. The Group is currently not indemnified by the service providers against customer claims.
Such confidential information and intellectual property include but is not limited to the copyright, trademark, patent, trade secret and work for hire contributions by the contractor for the Company and our affiliates.
Such confidential information and intellectual property include but is not limited to the copyright, trademark, patent, trade secret and work for hire contributions by the contractor for the Group and our affiliates.
Our Platform Our one-stop property platform, accessible via our website ( www.ohmyhome.com ) and mobile application, is a rapidly growing online real estate platform in Singapore, Malaysia and the Philippines (by way of our licensed platform in the Philippines) in terms of: ● Downloads: According to data from Appstore for iOS devices and Google Playstore for Android devices, our mobile application had close to 750,000 downloads as at December 31, 2023. ● Monthly Active Users: According to data from Firebase on our mobile application and Google Analytics 4 on our website, we had an average of over 200,000 monthly active users on our website and mobile application in 2023. ● Visitor Traffic: According to data from Google Analytics 4, our website received a monthly average of over 200,000 unique visitors as of December 31, 2023. ● Market Share: According to HDB Transaction data and platform statistics, we obtained an estimated 5% market share of the public residential property resale market by number of transactions. ● Property Listings and Transactions: According to user listings and activities on our website and mobile application, as of December 31, 2023, we had over 15,655 property transactions on our platform.
Our Platform Our one-stop property platform, accessible via our website ( www.ohmyhome.com ) and mobile application, is a rapidly growing online real estate platform in Singapore, Malaysia and the Philippines (by way of our licensed platform in the Philippines) in terms of : ● Downloads: According to data from Appstore for iOS devices and Google Playstore for Android devices, our mobile application had close to 780,000 downloads at December 31, 2024. ● Monthly Active Users: According to data from Firebase on our mobile application and Google Analytics 4 on our website, we had an average of over 130,000 monthly active users on our website and mobile application in 2024. ● Visitor Traffic: According to data from Google Analytics 4, our website received a monthly average of over 200,000 unique visitors as of December 31, 2024. ● Market Share: According to HDB Transaction data and platform statistics, we obtained an estimated 5% market share of the public residential property resale market by number of transactions. ● Property Listings and Transactions: According to user listings and activities on our website and mobile application, as of December 31, 2024, we had over 2,000 property transactions on our platform.
The Company is currently not indemnified by third party service providers listed on our platform against customer claims arising from third party services.
The Group is currently not indemnified by third party service providers listed on our platform against customer claims arising from third party services.
On average, in 2023, our Super Agents successfully completed approximately 47 sale, purchase, lease and rental transactions per month through our platform. 37 Emerging and Other Services Our other property-related services include (a) listing and research services, (b) mortgage referral services, (c) legal services, (d) insurance referral services and (e) renovation and home services.
On average, in 2024, our Super Agents successfully completed approximately 76 sale, purchase, lease and rental transactions per month through our platform. 37 Emerging and Other Services Our other property-related services include (a) listing and research services, (b) mortgage referral services, (c) legal services, (d) insurance referral services and (e) renovation and home services.
On average, our Super Agents can complete approximately 63 transactions a year, which is more than 13 times more efficient than the average agent, who closes around 4.6 cases a year, according to CEA and information disclosed by publicly listed brokerage companies in Singapore.
On average, our Super Agents can complete approximately 76 transactions a year, which is more than 16 times more efficient than the average agent, who closes around 4.6 cases a year, according to CEA and information disclosed by publicly listed brokerage companies in Singapore.
A description of our leased real properties is set out below: Location Group Entity Usage Lease Period Approximate area (square meters) 11 Lorong 3 Toa Payoh, Block B, #04-16 to 21, Jackson Square, Singapore 319579 Ohmyhome (S) Office May 1, 2022 to April 30, 2025 1,051 No. 8-1, Jalan Jalil 1 Bumi Bukit Jalil Lebuhraya Puchong – Sg Besi, 57000 WP Kuala Lumpur Ohmyhome (RL) Office July 1, 2022 to June 30, 2024 156 Our leased properties consist of office premises, all of which are leased from independent third parties.
A description of our leased real properties is set out below: Location Group Entity Usage Lease Period Approximate area (square meters) 11 Lorong 3 Toa Payoh, Block B, #04-16 to 21, Jackson Square, Singapore 319579 Ohmyhome (S) Office May 1, 2022 to April 30, 2025 1,051 243 Alexandra Road, #02-01 BS Centre, Singapore 159932 DreamR Office May 1, 2025 to April 30, 2026 310 No. 8-1, Jalan Jalil 1 Bumi Bukit Jalil Lebuhraya Puchong – Sg Besi, 57000 WP Kuala Lumpur Ohmyhome (RL) Office July 1, 2024 to June 30, 2025 156 Our leased properties consist of office premises, all of which are leased from independent third parties.
Since the incorporation of our subsidiary, Ohmyhome (S), in 2015 and the commencement of our business operations in 2016, our platform has facilitated over 6,573 agent brokerage transactions and other property-related services and over 9,082 self-transacted online property transactions, with an aggregate GTV of over US$3 billion as of December 31, 2023, making us one of Singapore’s largest integrated property transactions and services platforms, according to Frost & Sullivan.
Since the incorporation of our subsidiary, Ohmyhome (S), in 2015 and the commencement of our business operations in 2016, our platform has facilitated over 7,485 agent brokerage transactions and other property-related services and over 10,212 self-transacted online property transactions, with an aggregate GTV of over US$3.47 billion, as of December 31, 2024, making us one of Singapore’s largest integrated property transactions and services platforms, according to Frost & Sullivan.
Our revenue generated by brokerage services constituted 56.3% of our total revenue for the financial year ended December 31, 2023. Our revenue generated by emerging and other services constituted 26.6% of our total revenue for the financial year ended December 31, 2023.
Our revenue generated by brokerage services constituted 43.7% of our total revenue for the financial year ended December 31, 2022. Our revenue generated by emerging and other services constituted 56.3% of our total revenue for the financial year ended December 31, 2022.
Our revenue generated by emerging and other services constituted 14.8% and 56.3% of our total revenue for the financial year ended December 31, 2021 and 2022, respectively. For the financial year ended December 31, 2023, we generated revenue of approximately S$5.0 million, representing an annual growth of (28.3)%.
For the financial year ended December 31, 2023, we generated revenue of approximately S$5.0 million, representing an annual growth of 28.3%. Our revenue generated by brokerage services constituted 56.3% of our total revenue for the financial year ended December 31, 2023.
We also obtain contractors’ all risk insurance in respect of certain assets used in our renovation projects, depending on the size and nature of the project. We do not carry general business interruption or “key person” insurance.
We also obtain contractors’ all risk insurance in respect of certain assets used in our renovation projects, depending on the size and nature of the project. We do not carry general business interruption or “key person” insurance. We carry Side A Director’s and Officer’s Liability Insurance effective from March 21, 2023 to March 21, 2024.
The majority of our revenue is derived from our brokerage services, which generated a revenue of S$3,731,586, S$3,072,060, S$2,817,930, representing 85.2%, 43.7%, and 56.3% of our total revenue for the years ended December 31, 2021, 2022, and 2023 respectively.
A significant portion of our revenue is derived from our brokerage services, which generated a revenue of SS$3,072,060, S$2,817,930 and S$3,906,953 representing 43.7%, 56.3% and 35.9% of our total revenue for the years ended December 31, 2022, 2023 and 2024 respectively.
Our core service offerings are categorized as follows, all of which are offered through our one-stop platform: ● Brokerage Services. For clients who wish to engage professional real estate services, we offer brokerage services through our Super Agents to represent customers seeking to purchase, sell, rent, or lease their properties on our platform.
For clients who wish to engage professional real estate services, we offer brokerage services through our Super Agents to represent customers seeking to purchase, sell, rent, or lease their properties on our platform.
For the financial year ended December 31, 2021 and 2022, we generated revenue of approximately S$4.4 million and S$7.0 million, respectively, representing an annual growth of 60.4%. Our revenue generated by brokerage services constituted 85.2% and 43.7% of our total revenue for the financial year ended December 31, 2021 and 2022, respectively.
For the financial year ended December 31, 2024, we generated revenue of approximately S$10.9 million, representing an annual growth of 118%. Our revenue generated by brokerage services constituted 36% of our total revenue for the financial year ended December 31, 2024.
We believe that our diverse range of listings and comprehensive range of property-related services provides an effective channel for customers to market and search for properties and provides speed, ease and reliability to their property transactions.
We believe that our diverse range of listings and comprehensive range of property-related services provides an effective channel for customers to market and search for properties and provides speed, ease and reliability to their property transactions. For the financial year ended December 31, 2022, we generated revenue of approximately S$7.0 million, representing an annual growth of 60.4%.
The role of Finance Director is that of an employee, and Sze Ying is not a member of the Board. On October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (“SPA”) with (i) Sakal Real Estate Partners Pte.
The transaction has been closed. The Debt Purchase Agreement is governed by Singapore law. On October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (“SPA”) with (i) Sakal Real Estate Partners Pte.
Our revenue generated by newly acquired property management services constituted 16.8% of our total revenue for the financial year ended December 31, 2023. Our Technology-Enabled Solutions We believe that the use of technology and data is our key edge over our competitors.
Our revenue generated by emerging and other services constituted 26.6% of our total revenue for the financial year ended December 31, 2023. Our revenue generated by newly acquired property management services constituted 16.8% of our total revenue for the financial year ended December 31, 2023.
Simply (Singapore) On October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company acquired 100% of the total number of issued shares in the capital of Simply. Simply was incorporated in Singapore as a private company limited by shares on January 4, 1995 and is a tech-enabled property management company in Singapore.
Ohmyhome Property Management (S) On October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company acquired 100% of the total number of issued shares in the capital of Simply and subsequently renamed it to Ohmyhome Property Management Pte. LTd..
The Company received gross proceeds in the amount of US$4.8 million before deducting placement agent fees and other offering expenses. On March 22, 2024, Sze Ying tendered her resignation as the Finance Director of the Company to the Board, effective on March 23, 2024.
The Company received gross proceeds in the amount of US$4.8 million before deducting placement agent fees and other offering expenses. Ohmyhome Pte.
Property, Plant and Equipment Facilities Our principal executive office is located at 11 Lorong 3 Toa Payoh, Block B, #04-16 to 21, Jackson Square, Singapore 319579 in Singapore, where Ohmyhome (S), our subsidiary, leased approximately 1,051 square meters of office space. 53 We do not own any real property.
Property, Plant and Equipment Facilities Our principal executive office is located at 243 Alexandra Road, #02-01 BS Centre, Singapore 159932 in Singapore, where DreamR , our subsidiary, leased approximately 310 square meters of office space. 53 We do not own any real property.
Corporate Information We were incorporated in the Cayman Islands on July 19 , 2022. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. Our principal executive office is at 11 Lorong 3 Toa Payoh, Block B, #04-16/21, Jackson Square, Singapore 319579.
Simply was incorporated in Singapore as a private company limited by shares on January 4, 1995 and is a tech-enabled property management company in Singapore. Corporate Information We were incorporated in the Cayman Islands on July 19, 2022. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands.
Our telephone number at this location is +65 6886 9009. Our principal website address is https://ohmyhome.com . The information contained on our website does not form part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42 nd Street, 18 th Floor, New York, New York 10168. 33 4.B.
Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42 nd Street, 18 th Floor, New York, New York 10168. 33 4.B. Business Overview Overview We are a data and technology-driven property technology company based in Singapore.
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Business Overview Overview We are a data and technology-driven property technology company based in Singapore.
Added
Our principal executive office is at 243 Alexandra Road, #02-01 BS Centre, Singapore 159932. Our telephone number at this location is +65 6886 9009. Our principal website address is https://ohmyhome.com . The information contained on our website does not form part of this annual report.
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The transaction has been closed. The Debt Purchase Agreement is governed by Singapore law. On August 15, 2023, Mr. Joshua Cui tendered his resignation as the Chief Financial Officer of the Company to the Board of the Company, effective on September 15, 2023. Mr.
Added
Our revenue generated by emerging and other services constituted 26% of our total revenue for the financial year ended December 31, 2024. Our revenue generated by newly acquired property management services constituted 38% of our total revenue for the financial year ended December 31, 2024.
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Joshua Cui’s resignation was for personal reasons and was not due to any disagreement with the Company. To fill the vacancy created by Mr. Joshua Cui’s resignation, on September 12, 2023, the Board appointed Ms. Chan Sze Ying (“Sze Ying”) to serve as the Company’s Finance Director, effective on the same date.
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Our Technology-Enabled Solutions We believe that the use of technology and data is our key edge over our competitors. Our core service offerings are categorized as follows, all of which are offered through our one-stop platform: ● Brokerage Services.
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Sze Ying’s resignation was for personal reasons and was not due to any disagreement with the Company. Her departure is not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices.
Added
On September 9, 2024, the Company entered into compensation settlement agreements (the “Compensation Settlement Agreements”) with two of its directors, Rhonda Wong and Race Wong. Since January 2024, each director had voluntarily withheld their compensation. Pursuant to the Compensation Settlement Agreements, the Company agreed to settle the outstanding compensation by issuing ordinary shares to each director.
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In the interim, the Company’s Director and Chief Executive Officer, Rhonda Wong, will assume the duties as Principal Financial Officer of the Company. Ohmyhome Pte.
Added
Under the terms of the Compensation Settlement Agreements, the Company issued 217,565 ordinary shares to each director. The number of shares was determined based on the market price of the Company’s ordinary shares of $0.405 per share, reflecting a total settlement amount of S$114,548 (US$88,114) per director. The shares were issued on October 4, 2024.
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We carry Side A Director’s and Officer’s Liability Insurance effective from March 21, 2023 to March 21, 2024 and it was renewed for the duration from March 21, 2024 to March 21, 2025.
Added
On January 23, 2025, the proposed acquisition of Ohmyhome Property Inc. was subsequently completed and Ohmyhome Property Inc. has become a fully owned subsidiary of Ohmyhome (BVI) Limited. On March 10, 2025, the Company has effect a reverse stock split of the Company’s ordinary shares, with the split ratio set at 1-for-10.
Added
The reverse stock split was approved by the Company’s shareholders at a special meeting held on January 24, 2025.
Added
Ohmyhome Ltd ordinary shares began trading on an adjusted basis, reflecting the reverse stock split, under the existing ticker symbol “OMH.” On March 18, 2025, the Company has filed a registration statement form F-3 that allowed the Company to, from time to time in one ore more offerings, offer and sell up to $300,000,000 in the aggregate of Ordinary Shares, preferred shares, warrants, units and rights to purchase Ordinary Shares, preferred shares, debt securities, rights or any combination of the foregoing, and has received the notice of effectiveness on March 19, 2025.
Added
Nasdaq Notices The Company received a written notice from the Listing Qualifications Staff of Nasdaq regarding the Company’s failure to comply with Nasdaq Listing Rule 5550(a)(2) on April 30, 2024, which requires listed securities to maintain a minimum bid price of $1.00 per share.
Added
A failure to comply with Nasdaq Listing Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days. Based on the closing bid price for the last 30 consecutive business days, the Company failed to meet the aforesaid requirement.
Added
The Company was provided a period of 180 calendar days, until October 28, 2024, to regain compliance.
Added
On October 29, 2024, the Company received a written notice from Nasdaq (the “October 2024 Notice”) stating that, although the Company had not regained compliance with the minimum bid price requirement by October 28, 2024, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day period, or until April 28, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
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To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180-day period.
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On March 24, 2025, Ohmyhome Limited received a letter from Nasdaq (the “March 2025 Notice”) stating that because the Company’s ordinary shares had a closing bid price at or above $1.00 per share for 10 consecutive days, from March 10 through March 21, 2025, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2), and that the matter is now closed.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
128 edited+26 added−38 removed108 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
128 edited+26 added−38 removed108 unchanged
2023 filing
2024 filing
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations. 70 5.E.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations. 5.E.
For the year ended December 31, Variance 2022 2023 Amount % Selling and marketing expenses - Marketing staff cost and benefits 888,231 885,978 (2,253 ) (0 )% - Marketing expenses 1,037,772 911,055 (126,717 ) (12 )% 1,926,003 1,797,033 (128,970 ) (7 )% In 2023, marketing expenses decreased by S$0.1 million, or 7% to S$1.8 million compared to S$1.9 million in 2021.
For the year ended December 31, Variance 2022 2023 Amount % Selling and marketing expenses - Marketing staff cost and benefits 888,231 885,978 (2,253 ) (0 )% - Marketing expenses 1,037,772 911,055 (126,717 ) (12 )% 1,926,003 1,797,033 (128,970 ) (7 )% In 2023, marketing expenses decreased by S$0.1 million, or 7% to S$1.8 million compared to S$1.9 million in 2022.
Under the Jump start Our Business Start-ups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
Under the Jump start Our Business Start-ups Act of 2012, as amended (the “JOBS Act”), the Group meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
Cash Flows from Investing Activities Net cash used in investing activities in 2023 consisted of S$4.5 million, an increase from S$0.01 million in 2022, primarily arising from the purchase of property and equipment as a result of team expansion and replacement of equipment, acquisition of Simply Sakal, capitalized personnel costs in research and development of proprietary technology products, as well as acquisition advances.
Net cash used in investing activities in 2023 consisted of S$4.5 million, an increase from S$0.01 million in 2022, primarily arising from the purchase of property and equipment as a result of team expansion and replacement of equipment, acquisition of Simply Sakal, capitalized personnel costs in research and development of proprietary technology products, as well as acquisition advances.
Cash Flows from Financing Activities Net cash provided by financing activities in 2023 consisted of S$11.2 million in net proceeds from our IPO in March 2023 after IPO-related expenses, S$0.9 million short-term advances from directors, S$0.1 million deferred expenses for secondary follow-on offering, as well as repayment of S$ 2.3 million overdue interest-free loans to shareholders.
Net cash provided by financing activities in 2023 consisted of S$11.2 million in net proceeds from our IPO in March 2023 after IPO-related expenses, S$0.9 million short-term advances from directors, S$0.1 million deferred expenses for secondary follow-on offering, as well as repayment of S$ 2.3 million overdue interest-free loans to shareholders.
This is also against the backdrop of rising interest rates leading to higher cost of homeownership, and thus slowdown in demand for housing particularly in the private property market. 57 HDB resale transactions in 2023 dropped by 4.2% compared to 2022, according to HDB resale statistics 1 .
This is also against the backdrop of rising interest rates leading to higher cost of homeownership, and thus a slowdown in demand for housing particularly in the private property market. 57 HDB resale transactions in 2023 dropped by 4.2% compared to 2022, according to HDB resale statistics 1 .
Our commissions are up to 2.0% for HDB flats and up to 2.0% for private properties when representing sellers, and equally shared from co-broke arrangements with the seller’s agents when representing buyers. ● Emerging and Other Services ○ We offer services beyond helping customers buy and sell homes.
Our commissions are 1.0% for HDB flats and up to 2.0% for private properties when representing sellers, and equally shared from co-broke arrangements with the seller’s agents when representing buyers. ● Emerging and Other Services ○ We offer services beyond helping customers buy and sell homes.
Cash Flows from Operating Activities Net cash used in operating activities in 2023 consisted of S$5.5 million of net losses, a S$0.9 million positive impact from non-cash items, and a S$0.3 million net cash outflow in change of assets and liabilities due to the timing of when amounts came due.
Net cash used in operating activities in 2023 consisted of S$5.5 million of net losses, a S$0.9 million positive impact from non-cash items, and a S$0.3 million net cash outflow in change of assets and liabilities due to the timing of when amounts came due.
The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.
The Group has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Group elected not to apply ASC 842 recognition requirements; and (ii) the Group elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.
Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital.
Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Group’s business, estimation of the useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital.
Agreements are acknowledged and signed by both parties. All the contracts have commercial substance, and it is probable that the Company will collect considerations from its customers for service components. We have utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining contracts with customers with durations of less than one year.
Agreements are acknowledged and signed by both parties. All the contracts have commercial substance, and it is probable that the Group will collect considerations from its customers for service components. We have utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining contracts with customers with durations of less than one year.
The Company also receives advertising income by providing advertising services for property-related service providers such as legal conveyancing and home insurance. ○ We provide end-to-end solutions for renovation from interior design to alterations and additions, as well as regular and ad-hoc home services such as air conditioner servicing, cleaning, painting, handyman services, moving and relocation based on the needs of customers.
The Group also receives advertising income by providing advertising services for property-related service providers such as legal conveyancing and home insurance. ○ We provide end-to-end solutions for renovation from interior design to alterations and additions, as well as regular and ad-hoc home services such as air conditioner servicing, cleaning, painting, handyman services, moving and relocation based on the needs of customers.
As the situation continues to evolve, we will continue to closely monitor further effects that could be caused by the COVID-19 pandemic on the Group’s operations and financial position. 62 Results of Operations Comparison of Results of Operations for the Fiscal Years Ended December 31, 2021, 2022 and 2023 The following table summarizes the results of our operations in SGD during the fiscal years ended December 31, 2021, 2022 and 2023, respectively.
As the situation continues to evolve, we will continue to closely monitor further effects that could be caused by the COVID-19 pandemic on the Group’s operations and financial position. 62 Results of Operations Comparison of Results of Operations for the Fiscal Years Ended December 31, 2022, 2023 and 2024 The following table summarizes the results of our operations in SGD during the fiscal years ended December 31, 2022, 2023 and 2024, respectively.
In order to reduce our operating expenses, the Company has hired overseas technology staff and has been exploring more overseas hires and outsourcing, with a view to lowering costs. We have also requested a higher prepayment amount from Emerging and Other Services’ clients, and to pay our vendors on a back-to-back basis after receipt of payment from these clients.
In order to reduce our operating expenses, the Group has hired overseas technology staff and has been exploring more overseas hires and outsourcing, with a view to lowering costs. We have also requested a higher prepayment amount from Emerging and Other Services’ clients, and to pay our vendors on a back-to-back basis after receipt of payment from these clients.
Typical payment terms set forth in the invoice are within 30 days. The Company also generates revenues from other related services such as providing of additional manpower which are usually in ad-hoc basis, certification of documents, disbursements, marketing initiatives and others that to be completed in a short-term period.
Typical payment terms set forth in the invoice are within 30 days. The Group also generates revenues from other related services such as providing of additional manpower which are usually in ad-hoc basis, certification of documents, disbursements, marketing initiatives and others that to be completed in a short-term period.
Below are tables that shows the bank loans’ obligation and contractual lease obligations as of December 31, 2021, 2022 and 2023: Outstanding balances of bank loans consist of the following: Bank Name Drawn/ Maturities Interest Rate Collateral/Guarantee December 31, 2021 SGD December 31, 2022 SGD December 31, 2023 SGD December 31, 2023 USD CIMB Bank Berhad, Singapore Branch August 2020 /August 2023 3.00 % Guaranteed by Ms.
Below are tables that shows the bank loans’ obligation and contractual lease obligations as of December 31, 2022, 2023 and 2024: Outstanding balances of bank loans consist of the following: Bank Name Drawn/ Maturities Interest Rate Collateral/Guarantee December 31, 2022 SGD December 31, 2023 SGD December 31, 2024 SGD December 31, 2024 USD CIMB Bank Berhad, Singapore Branch August 2020 /August 2023 3.00 % Guaranteed by Ms.
Based on the above considerations, management believes that the Company has sufficient funds to meet its operating and capital expenditure needs and obligations in the next 12 months. However, there is no assurance that the Company will be successful in implementing the foregoing plans or additional financing will be available to the Company on commercially reasonable terms.
Based on the above considerations, management believes that the Group has sufficient funds to meet its operating and capital expenditure needs and obligations in the next 12 months. However, there is no assurance that the Group will be successful in implementing the foregoing plans or additional financing will be available to the Group on commercially reasonable terms.
Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Income taxes The Group accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Stock-based awards are measured at the grant date based on the fair value of the award and are recognized as expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The Company estimates the fair value of stock options using the Black-Scholes option pricing model.
Stock-based awards are measured at the grant date based on the fair value of the award and are recognized as expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The Group estimates the fair value of stock options using the Black-Scholes option pricing model.
Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business.
Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Group’s business.
The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.
The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Group has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.
In 2021, 2022 and 2023, brokerage transactions for home sellers constitute majority of the brokerage transactions on Ohmyhome ’s platform. We expect brokerage transactions for home sellers to comprise a greater portion of our brokerage transactions over time as we continue to focus on listings as a strategic asset that provides benefits beyond the revenue, we generate from home sellers.
In 2022, 2023 and 2024, brokerage transactions for home sellers constitute majority of the brokerage transactions on Ohmyhome ’s platform. We expect brokerage transactions for home sellers to comprise a greater portion of our brokerage transactions over time as we continue to focus on listings as a strategic asset that provides benefits beyond the revenue we generate from home sellers.
The expected dividend yield is 0.0% as the Company has not paid and does not currently anticipate paying dividends on its common stock. Details can be found in “Note 11 – Stock-based compensation” in the financial statements and accompanying notes. Stock-based compensation expense is classified in the accompanying consolidated statement of operations.
The expected dividend yield is 0.0% as the Group has not paid and does not currently anticipate paying dividends on its common stock. Details can be found in “Note 11 – Stock-based compensation” in the financial statements and accompanying notes. Stock-based compensation expense is classified in the accompanying consolidated statement of operations.
In accordance with ASC Topic 350, Goodwill and Other Intangible Assets (“ASC 350”), recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present. In accordance with ASC 350, the Company assigned and assessed goodwill for impairment at the reporting unit level.
In accordance with ASC Topic 350, Goodwill and Other Intangible Assets (“ASC 350”), recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present. In accordance with ASC 350, the Group assigned and assessed goodwill for impairment at the reporting unit level.
The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
The Group recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
The determination of the grant date fair value of stock awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the awards, the expected term of the stock option, risk-free interest rates, the illiquidity of the option given its non-transferability, and the expected dividend yield of the Company’s common stock.
The determination of the grant date fair value of stock awards issued is affected by a number of variables, including the fair value of the Group’s common stock, the expected common stock price volatility over the expected life of the awards, the expected term of the stock option, risk-free interest rates, the illiquidity of the option given its non-transferability, and the expected dividend yield of the Group’s common stock.
There are a number of factors that could potentially arise that could undermine the Company’s plans such as (i) client’s business and areas of operations in Singapore and Malaysia, (ii) changes in the demand for the Company’s services, (iii) government policies, and (iv) economic conditions in Singapore, Malaysia and worldwide.
There are a number of factors that could potentially arise that could undermine the Group’s plans such as (i) client’s business and areas of operations in Singapore and Malaysia, (ii) changes in the demand for the Group’s services, (iii) government policies, and (iv) economic conditions in Singapore, Malaysia and worldwide.
Accounts receivable and allowance for expected credit losses accounts Accounts receivable include trade accounts due from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine if the allowance for expected credit loss is adequate and provides allowance when necessary.
Accounts receivable and allowance for expected credit losses accounts Accounts receivable include trade accounts due from customers. Accounts are considered overdue after 30 days. Management reviews its receivables on a regular basis to determine if the allowance for expected credit loss is adequate and provides allowance when necessary.
We do not have significant remaining performance obligations. 74 We derive its revenues from three sources: (1) revenue from brokerage services, (2) revenue from emerging and other services, and (3) revenue from property management and other related services. 1) Brokerage services We earn brokerage services revenue from provision of brokerage and documentation services for buying, selling, and leasing and renting properties.
We do not have significant remaining performance obligations. 75 We derive its revenues from three sources: (1) revenue from brokerage services, (2) revenue from emerging and other services, and (3) revenue from property management and other related services. 1) Brokerage services We earn brokerage services revenue from provision of brokerage and documentation services for buying, selling, and leasing and renting properties.
Management believes that the estate management services are integrated services, and it is impractical to assess standalone value to each service; accordingly, the estate management services should be considered as single performance obligation. In consideration of the services provided by the Company, the MCSTs pay a monthly fee to the Company.
Management believes that the estate management services are integrated services, and it is impractical to assess standalone value to each service; accordingly, the estate management services should be considered as single performance obligation. In consideration of the services provided by the Group, the MCSTs pay a monthly fee to the Group.
Contract liabilities are recognized if the Company receives consideration in advance of performance, which is mainly in relation to emerging and other services. The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter.
Contract liabilities are recognized if the Group receives consideration in advance of performance, which is mainly in relation to emerging and other services. The Group expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter.
(2) Employees leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly within the reporting period. Malaysia The full-time employees of the Company are entitled to the government mandated defined contribution plan.
(2) Employees leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly within the reporting period. Malaysia The full-time employees of the Group are entitled to the government mandated defined contribution plan.
The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products or services.
The management approach considers the internal organization and reporting used by the Group’s Chief Operating Decision Maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products or services.
Based on management’s assessment, the Company has determined that it has two operating segments, which are (i) Brokerage, emerging and another related service; and (ii) Estate management services and other related services in Singapore. All assets of the Company are located in Singapore and all revenue is generated in Singapore.
Based on management’s assessment, the Group has determined that it has two operating segments, which are (i) Brokerage, emerging and another related service; and (ii) Estate management services and other related services in Singapore. All assets of the Group are located in Singapore and all revenue is generated in Singapore.
The Company derives its volatility from the average historical stock volatilities of the Company over a period equivalent to the expected term of the awards. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant.
The Group derives its volatility from the average historical stock volatilities of the Group over a period equivalent to the expected term of the awards. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant.
Employee compensation Singapore (1) Defined contribution plan The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
Employee compensation Singapore (1) Defined contribution plan The Group participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt.
A BCF is recorded by the Group as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Group amortizes the discount to interest expense, over the life of the debt.
Accounts receivable primarily comprise of amounts receivable from the service customers. The Company conducts credit evaluations of customers, and generally does not require collateral or other security from our customers. The Company establish an allowance for doubtful accounts primarily based upon the factors surrounding the credit risk of specific customers.
Accounts receivable primarily comprise of amounts receivable from the service customers. The Group conducts credit evaluations of customers, and generally does not require collateral or other security from our customers. The Group establish an allowance for doubtful accounts primarily based upon the factors surrounding the credit risk of specific customers.
The Company is considered to be the principal agent as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the agency services pursuant to the housing agency service contracts it signed with the housing customers.
The Group is considered to be the principal agent as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the agency services pursuant to the housing agency service contracts it signed with the housing customers.
The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.
The Group is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.
Concentration of customers As of December 31, 2023, two customers, one is a provider of general insurance and another is a property consultancy firm, accounted for 10.0% and 25.85% of the account receivables respectively. None of the customers consisted of more than 10% of account receivables as of December 31, 2021 and 2023, respectively.
As of December 31, 2023, two customers, one is a provider of general insurance and another is a property consultancy firm, accounted for 10.0% and 25.85% of the account receivables respectively. None of the customers consisted of more than 10% of account receivables as of December 31, 2021 and 2022, respectively.
The Company is considered to be the principal as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the estate management services pursuant to the estate management service contracts it signed with the MCSTs.
The Group is considered to be the principal as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the estate management services pursuant to the estate management service contracts it signed with the MCSTs.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
ROU assets represent the Group’s right to use an underlying asset for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
Related party transactions Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Related party transactions Parties, which can be a corporation or individual, are considered to be related if the Group has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
In view of these circumstances, the management of the Company has given consideration to the future liquidity and performance of the Company and its available sources of finance in assessing whether the Company will have sufficient financial resources to continue as a going concern.
In view of these circumstances, the management of the Group has given consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. 72 Business Combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill.
The Group also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. 73 Business Combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill.
Pursuant to ASC 350, the Company has an option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Pursuant to ASC 350, the Group has an option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Overall, the total number of transactions has declined by 22.9% from 2021 to 2022. Comparing our business from 2022 to 2023, our total number of transactions declined by 28.5%, our agent brokerage transactions has seen a decline of 23.9% due to the impact from the overall market condition.
Comparing our business from 2022 to 2023, our total number of transactions declined by 28.5%, our agent brokerage transactions has seen a decline of 23.9% due to the impact from the overall market condition.
Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters.
Commitments and Contingencies In the normal course of business, the Group is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters.
Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.
Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Group’s consolidated statements of operations. The results of operations of the acquired business are included in the Group’s operating results from the date of acquisition.
Typical payment terms set forth in the invoice is within 30 days. 2) Emerging and other related services The Company generates revenues from emerging and other services such as financial services and home renovation and furnishing services.
Typical payment terms set forth in the invoice is within 30 days. 2) Emerging and other related services The Group generates revenues from emerging and other services such as financial services and home renovation and furnishing services.
The five-step model defined by ASC Topic 606 requires the Company to: (1) identify its contracts with customers; (2) identify its performance obligations under those contracts; (3) determine the transaction prices of those contracts; (4) allocate the transaction prices to its performance obligations in those contracts; and (5) recognize revenue when each performance obligation under those contracts is satisfied.
Revenue recognition The five-step model defined by ASC Topic 606 requires the Group to: (1) identify its contracts with customers; (2) identify its performance obligations under those contracts; (3) determine the transaction prices of those contracts; (4) allocate the transaction prices to its performance obligations in those contracts; and (5) recognize revenue when each performance obligation under those contracts is satisfied.
Accordingly, the Company accounts for the commissions from these agency service contracts on a gross basis, with any commissions paid to other brokerage firms recorded as a cost of revenue.
Accordingly, the Group accounts for the commissions from these agency service contracts on a gross basis, with any commissions paid to other brokerage firms recorded as a cost of revenue.
For the year ended December 31, 2022, one major customer, Mr. Loh Kim Kang David, a shareholder and the Chairman of the board of Directors accounted for 42.4% of the Company’s total revenue. Other than that, no major customers contributed more than 10% of revenue for the year ended December 31, 2021, 2022, and 2023.
For the year ended December 31, 2022, one major customer, Mr. Loh Kim Kang David, a shareholder and the Chairman of the board of Directors accounted for 42.4% of the Group’s total revenue. Other than that, no major customers contributed more than 10% of revenue for the year ended December 31, 2022, and 2023.
Cash Flows from Operating Activities Net cash used in operating activities in 2022 consisted of S$3.1 million of net losses, a S$0.3 million positive impact from non-cash items, and a S$0.4 million net cash outflow in change of assets and liabilities due to the timing of when amounts came due.
Cash Flows from Operating Activities Net cash used in operating activities in 2024 consisted of S$4.0 million of net losses, a S$1.1 million positive impact from non-cash items, and a S$0.1 million net cash outflow in change of assets and liabilities due to the timing of when amounts came due.
As of December 31, 2021, 2022 and 2023, no allowance was deemed necessary. 71 Deferred IPO and public offering costs Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.
As of December 31, 2022, 2023 and December 31, 2024, no allowance was deemed necessary. 72 Deferred IPO and public offering costs Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.
When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any.
When determining the lease term, the Group includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any.
Recent accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
Recent accounting pronouncements The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
We expect marketing expenses to increase in absolute dollars as we expand advertising campaigns to gain market share in Singapore as well as to enter overseas markets. Our marketing expenses as a percentage of revenue were 39%, 27% and 36% for the years ended December 31, 2021, 2022 and 2023, respectively.
We expect marketing expenses to increase in absolute dollars as we expand advertising campaigns to gain market share in Singapore as well as to enter overseas markets. Our marketing expenses as a percentage of revenue were 27%, 36% and 17% for the years ended December 31, 2022, 2023 and 2024, respectively.
The Company recognizes accounts receivable in its audited condensed consolidated balance sheets when it performs a service in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract cost as of December 31, 2021, 2022 and 2023.
The Group recognizes accounts receivable in its audited condensed consolidated balance sheets when it performs a service in advance of receiving consideration and if it has the unconditional right to receive consideration. The Group did not have any capitalized contract cost as of December 31, 2022, 2023 and 2024.
Segment reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments.
Segment reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Group’s business segments. The Group uses the “management approach” in determining reportable operating segments.
A reporting unit is an operating segment or one level below the operating segment. As of December 31, 2023, the Company as a whole is the reporting unit of goodwill.
A reporting unit is an operating segment or one level below the operating segment. As of December 31, 2023, the Group as a whole is the reporting unit of goodwill.
These expenses consist primarily of personnel costs, data licenses, software, and equipment, and infrastructure such as for hosted services. 61 Our technology and development expenses as a percentage of revenue were 33%, 25% and 26% for the years ended December 31, 2021, 2022 and 2023, respectively.
These expenses consist primarily of personnel costs, data licenses, software, and equipment, and infrastructure such as for hosted services. 61 Our technology and development expenses as a percentage of revenue were 25%, 26% and 12% for the years ended December 31, 2022, 2023 and 2024, respectively.
Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdrawal. The Company maintains most of its bank accounts in Singapore and Malaysia.
Cash and cash equivalents also consist of funds earned from the Group’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdrawal. The Group maintains most of its bank accounts in Singapore and Malaysia.
The Company’s inability to secure needed financing when required may require material changes to the Company’s business plan and could have a material impact on the Company’s financial conditions and result of operations. 67 Our main working capital commitments are staff salaries and marketing expenses.
The Group’s inability to secure needed financing when required may require material changes to the Group’s business plan and could have a material impact on the Group’s financial conditions and result of operations. 68 Our main working capital commitments are staff salaries and marketing expenses.
For the years ended December 31, 2021, 2022 and 2023, there were no rent expenses for the short term lease.
For the years ended December 31, 2022, 2023 and 2024, there were no rent expenses for the short-term lease.
The Company has disclosed the relevant metrics for measurement of performance in “ITEM 5. Operating and Financial Review and Prospects”.
The Group has disclosed the relevant metrics for measurement of performance in “ITEM 5. Operating and Financial Review and Prospects”.
Concentration of risk For the years ended December 31, 2021, 2022 and 2023 Concentration of credit risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and account receivable. The Company place our cash and cash equivalents with financial institutions with high credit ratings and quality.
Concentration of risk For the years ended December 31, 2022, 2023 and 2024 Concentration of credit risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and account receivable. The Group place our cash and cash equivalents with financial institutions with high credit ratings and quality.
Rhonda Wong, Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company 56,663 23,005 - - DBS Bank Ltd. June 2020 /June 2025 3.00 % Guaranteed by Ms.
Rhonda Wong, Co-Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company 23,005 - - - DBS Bank Ltd. June 2020 /June 2025 3.00 % Guaranteed by Ms.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the year ended December 31, 2021, 2022 and 2023. The Company had no uncertain tax positions for the year ended December 31, 2021, 2022 and 2023.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the year ended December 31, 2022, 2023 and 2024. The Group had no uncertain tax positions for the year ended December 31, 2022, 2023 and 2024.
Service fees for other services are generally recognized at the point in time when services are provided. Typical payment terms set forth in the invoice are within 30 days. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. For certain services, customers are required to pay before the services are delivered.
Service fees for other services are generally recognized at the point in time when services are provided. Typical payment terms set forth in the invoice are within 30 days. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers.
Research and Development, Patent and Licenses, etc. Please refer to “Item 4. Information on the Company – D. Property, Plant and Equipment – Intellectual Property. 5.D. Trend Information.
Research and Development, Patent and Licenses, etc. Please refer to “Item 4. Information on the Group – D. Property, Plant and Equipment – Intellectual Property. 71 5.D. Trend Information.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated balance sheets.
The Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Group’s consolidated balance sheets.
As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
As the Group’s leases do not provide an implicit rate, the Group used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The total number of units under management has grown from 2,962 in 2021 to 4,648 in 2022 and subsequently to 6,746 in 2023, representing a growth of 56.9% and 45.1% in the year of 2022 and 2023 respectively.
The total number of units under management has grown from 2,962 in 2021 to 4,648 in 2022 and subsequently to 6,746 in 2023, representing a growth of 56.9% and 45.1% in the year of 2022 and 2023 respectively. In 2024, total number of units under management grew by 34.4% from 6,746 in 2023 to 9,067 in 2024.
For the year ended December 31, 2022, three vendors accounted for 17.0%, 15.4% and 12.8% of total purchases. Two of vendors are providing construction and development services, and one of them is providing search engines, on-line advertising and other computing services.
Details are disclosed in the Note 14. Concentration of vendors For the year ended December 31, 2022, three vendors accounted for 17.0%, 15.4% and 12.8% of total purchases. Two of vendors are providing construction and development services, and one of them is providing search engines, on-line advertising and other computing services.
For the year ended December 31, 2022 and 2023, the advertising expense amounted to S$1,037,772 and S$911,055 (US$690,559 ), respectively. 75 Technology and development Technology and development expenses primarily include personnel costs (including base pay, bonuses, and benefits), platform development, and maintaining and improving our website and mobile application development costs.
For the year ended December 31, 2022, 2023 and 2024, the advertising expense amounted to S$1,037,772, S$911,055 and S$1,055,778 (US$772,784), respectively. 76 Technology and development Technology and development expenses primarily include personnel costs (including base pay, bonuses, and benefits), platform development, and maintaining and improving our website and mobile application development costs.
The revenue will depend on the scope of services provided. ● Property Management Services ○ Through the acquisition of Simply Sakal Pte. Ltd., we provide estate management services for residential, commercial and industrial real estate in Singapore, and also provide users and staff with a full-stack property management application called ‘Simple’.
The revenue will depend on the scope of services provided. ● Property Management Services ○ We provide estate management services for residential, commercial and industrial real estate in Singapore, and also provide users and staff with a full-stack property management application called ‘Simple’.
The Company adopted the ASU on January 1, 2023 and the adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.
The Group adopted the ASU on January 1, 2023 and the adoption of this ASU did not have a material effect on the Group’s consolidated financial statements.
Race Wong, Chief Operating Officer and Director of the Company 317,934 239,982 159,859 121,170 United Overseas Bank Limited November 2020/November 2025 2.25 % Guaranteed by Mr. Kenneth Chong, Chief Executive Officer and Director of Ohmyhome Property Management Pte Ltd, Mr. Cho Ching Joe Kwan and Mr.
Race Wong, Chief Operating Officer and Director of the Company 239,982 159,859 77,505 56,730 United Overseas Bank Limited November 2020/November 2025 2.25 % Guaranteed by Mr. Kenneth Chong, Chief Executive Officer and Director of Ohmyhome Property Management Pte Ltd, Mr. Cho Ching Joe Kwan and Mr.
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Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
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Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
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2023 filing
2024 filing
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; ● 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 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 to be included in our annual proxy statement; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and ● reviewing earnings releases. 87 Compensation committee Mr.
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; ● 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 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 to be included in our annual proxy statement; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and ● reviewing earnings releases. 88 Compensation committee Mr.
Clawback Policy adopted by the Board On December 1, 2023, the Board adopted an Executive Compensation Recovery Policy (the “Clawback Policy”) providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Clawback Policy adopted by the Board On December 1, 2023, the Board adopted an Executive Compensation Recovery Policy (the “Clawback Policy”) providing for the recovery of certain incentive-based compensation from current and former executive officers of the Group in the event the Group is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
She is currently the Chief Executive Officer, Chief Financial Officer, and a Director of our Company where she is primarily responsible for strategic development and day-to-day operations since the founding of our Group.
She is currently the Co-Chief Executive Officer, Chief Financial Officer, and a Director of our Company where she is primarily responsible for strategic development and day-to-day operations since the founding of our Group.
Any Director’s Offer Letter may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of our Company’s issued and outstanding Ordinary Shares entitled to vote. 85 Under the Directors’ Offer Letter, the annual salary that is payable to each of our Directors is as follows: Ms.
Any Director’s Offer Letter may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of our Company’s issued and outstanding Ordinary Shares entitled to vote. 86 Under the Directors’ Offer Letter, the annual salary that is payable to each of our Directors is as follows: Ms.
Rhonda Wong’s employment will continue indefinitely, subject to termination by either party to the agreement upon 1 months’ prior written notice or the equivalent salary in lieu of such notice. The agreement also contains non-compete and non-disclosure provisions and restrictions against the unauthorized use of the Company’s intellectual property. Employment Agreement with Ms.
Rhonda Wong’s employment will continue indefinitely, subject to termination by either party to the agreement upon 1 months’ prior written notice or the equivalent salary in lieu of such notice. The agreement also contains non-compete and non-disclosure provisions and restrictions against the unauthorized use of the Group’s intellectual property. Employment Agreement with Ms.
Wong Wan Pei Effective as of May 1, 2021, Ohmyhome (S) entered into an employment agreement with Ms. Race Wong pursuant to which she was employed as co-founder and Chief Operating Officer of Ohmyhome (S). The agreement provides for an annual base salary, the amount of which may be adjusted from time to time at the discretion of Ohmyhome (S).
Race Wong Effective as of May 1, 2021, Ohmyhome (S) entered into an employment agreement with Ms. Race Wong pursuant to which she was employed as co-founder and Chief Operating Officer of Ohmyhome (S). The agreement provides for an annual base salary, the amount of which may be adjusted from time to time at the discretion of Ohmyhome (S).
She graduated from the University of Michigan with a bachelor’s degree in Business Administration in 2007. 80 Race Wong is a co-founder of our Group. She is currently the Chief Operating Officer and a Director of our Company where she is primarily responsible for technology product development and marketing since the founding of our Group in 2016.
She graduated from the University of Michigan with a bachelor’s degree in Business Administration in 2007. 81 Race Wong is a co-founder of our Group. She is currently the Chief Operating Officer and a Director of our Company where she is primarily responsible for technology product development and marketing since the founding of our Group in 2016.
Race Wong’s employment will continue indefinitely, subject to termination by either party to the agreement upon 1 months’ prior written notice or the equivalent salary in lieu of such notice. The agreement also contains non-compete and non-disclosure provisions and restrictions against the unauthorized use of the Company’s intellectual property.
Race Wong’s employment will continue indefinitely, subject to termination by either party to the agreement upon 1 months’ prior written notice or the equivalent salary in lieu of such notice. The agreement also contains non-compete and non-disclosure provisions and restrictions against the unauthorized use of the Group’s intellectual property.
We have an equity incentive plan in place as of this annual report. Share Incentive Plan In December 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Incentive Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
We have an equity incentive plan in place as of this annual report. Share Incentive Plan In December 2023, the Group adopted the 2023 Equity Incentive Plan (the “2023 Incentive Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. 88 Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. 89 Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
Board Diversity Board Diversity Matrix (As of the date of this annual report) Country of Principal Executive Offices: Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 6 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — 6.D.
Board Diversity Board Diversity Matrix (As of the date of this annual report) Country of Principal Executive Offices: Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 6 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 3 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — 6.D.
Under the terms of the agreement, Ms. Race Wong is entitled to receive an annual cash bonus upon serving every 12 months, together with such additional bonuses as may be agreed from time to time with the Company. Ms.
Under the terms of the agreement, Ms. Race Wong is entitled to receive an annual cash bonus upon serving every 12 months, together with such additional bonuses as may be agreed from time to time with the Group. Ms.
Rhonda Wong is entitled to receive an annual cash bonus upon serving every 12 months, together with such additional bonuses as may be agreed from time to time with the Company. Ms.
Rhonda Wong is entitled to receive an annual cash bonus upon serving every 12 months, together with such additional bonuses as may be agreed from time to time with the Group. Ms.
Tan Wei Reng, Galven, 2021 - - - - Independent Director 2022 - - - - 2023 20,000 - - 20,000 (1) Other compensation includes allowances and the employer’s contribution to the Central Provident Fund (“CPF”), Singapore’s mandatory social security savings scheme, and incentives earned from client referral as stipulated in their employment contracts.
Tan Wei Reng, Galven, 2022 - - - - Former Independent Director 2023 20,000 - - 20,000 2024 20,000 - - 20,000 (1) Other compensation includes allowances and the employer’s contribution to the Central Provident Fund (“CPF”), Singapore’s mandatory social security savings scheme, and incentives earned from client referral as stipulated in their employment contracts.
Loh and has been agreed by the board of directors for the year ended December 31, 2023. 83 As the appointments of our independent directors was effective on March 20, 2023, for the fiscal year ended December 31, 2022 and 2021, we did not have any non-executive directors and therefore have not paid any compensation to any non-executive directors.
Loh and has been agreed by the board of directors for the year ended December 31, 2023 and 2024. 84 As the appointments of our independent directors was effective on March 20, 2023, for the fiscal year ended December 31, 2022 and 2021, we did not have any non-executive directors and therefore have not paid any compensation to any non-executive directors.
Wong Wan Pei with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. (4) S$30,000 director fee payable to Mr. Loh has been voluntarily waived by Mr.
Race Wong with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. (4) S$30,000 director fee payable to Mr. Loh has been voluntarily waived by Mr.
(2) On December 19, 2023, 344,326 options were granted to Ms. Wong Wan Chew with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. (3) On December 19, 2023, 344,326 options were granted to Ms.
(2) On December 19, 2023, 344,326 options were granted to Ms. Rhonda Wong with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. (3) On December 19, 2023, 344,326 options were granted to Ms.
Wong Wan Chew with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. On December 19, 2023, 344,326 options were granted to Ms.
Rhonda Wong with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. On December 19, 2023, 344,326 options were granted to Ms.
Disclosure of Action to Recover Erroneously Awarded Compensation There was no erroneously awarded compensation that was required to be recovered pursuant to the Company’s Executive Compensation Recovery Policy during the fiscal year ended December 31, 2023.
Disclosure of Action to Recover Erroneously Awarded Compensation There was no erroneously awarded compensation that was required to be recovered pursuant to the Group’s Executive Compensation Recovery Policy during the fiscal year ended December 31, 2024.
Tan Wei Reng, Galven S$ 20,000 In addition, our Directors will be entitled to participate in such share option schemes as may be adopted by our Company, from time to time.
Tan Wei Reng, Galven US$ 10,000 In addition, our Directors will be entitled to participate in such share option schemes as may be adopted by our Company, from time to time.
Lee Wei Loon, 2021 - - - - Independent Director 2022 - - - - 2023 20,000 - - 20,000 Mr. Lim Khoon, 2021 - - - - Independent Director 2022 - - - - 2023 20,000 - - 20,000 Mr.
Lee Wei Loon, 2022 - - - - Former Independent Director 2023 20,000 - - 20,000 2024 20,000 - - 20,000 Mr. Lim Khoon, 2022 - - - - Former Independent Director 2023 20,000 - - 20,000 2024 20,000 - - 20,000 Mr.
(2) Vienna Management Ltd is a company wholly-owned by Mr. Loh Kim Kang David, Chairman of our board of Directors and a Director. The voting rights and dispositive control over the Ordinary Shares held by Vienna Management Ltd are held by Mr. Loh Kim Kang David solely.
Rhonda Wong and Ms. Race Wong. The voting rights and dispositive control over the Ordinary Shares held by Anthill are held by Ms. Rhonda Wong and Ms. Race Wong equally. (2) Vienna Management Ltd is a company wholly-owned by Mr. Loh Kim Kang David, Former Chairman of our board of Directors and a Director.
Our board of Directors has designated Mr. Lee Wei Loon as an “audit committee financial expert”, as defined under the applicable rules of the SEC.
Our board of Directors has designated Mr. Ji Gang as an “audit committee financial expert”, as defined under the applicable rules of the SEC.
Lim Khoon serve on the audit committee, which is chaired by Mr. Lee Wei Loon. Our board of Directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee.
Liu Wen Tao serve on the audit committee, which is chaired by Mr. Ji Gang. Our board of Directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee.
Each committee’s charter is available on our website at https://ir.ohmyhome.com/governance /. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this annual report. 86 Audit committee Mr. Lee Wei Loon, Mr. Tan Wei Reng, Galven and Mr.
Each committee’s charter is available on our website at https://ir.ohmyhome.com/governance /. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this annual report. 87 Audit committee Mr. Ji Gang, Mr. Henliyanto Ngadini and Mr.
Employees We employed 112 persons as of December 31, 2023, 48 persons as of December 31, 2022, 49 persons as of December 31, 2021, and 43 persons as of December 31, 2020, who were mostly located in Singapore. Our employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good. 6.E.
Employees We employed 108 persons as of December 31, 2024, 112 persons as of December 31, 2023, 48 persons as of December 31, 2022, 49 persons as of December 31, 2021, and 43 persons as of December 31, 2020, who were mostly located in Singapore. Our employees are not covered by collective bargaining agreements.
Tan Wei Reng, Galven, Mr. Lee Wei Loon and Mr. Lim Khoon serve on the compensation committee, which is chaired by Mr. Tan Wei Reng, Galven. Our board of Directors has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
Ji Gang, Mr. Henliyanto Ngadini and Mr. Liu Wen Tao Khoon serve on the compensation committee, which is chaired by Mr. Liu Wen Tao. Our board of Directors has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
The calculations in the table below are based on 22,785,110 Ordinary Shares issued and outstanding as at the date of this annual report. 89 The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose.
The calculations in the table below are based on 23,590,308 Ordinary Shares issued and outstanding as December 31, 2024. 90 The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose.
Summary Compensation Table Compensation Paid Name and Principal Position Year Salary (SGD) Bonus (SGD) Other Compensation (1) (SGD) Total (SGD) Ms. Wong Wan Chew, 2021 124,400 47,500 16,132 188,032 Chief Executive Officer, Chief Financial Officer and Director 2022 128,400 - 16,144 144,544 2023 282,800 - 12,444 (2) 295,244 Ms.
Summary Compensation Table Compensation Paid Name and Principal Position Year Salary (SGD) Bonus (SGD) Other Compensation (1) (SGD) Total (SGD) Ms. Rhonda Wong, 2022 128,400 - 16,144 144,544 Co-Chief Executive Officer, Chief Financial Officer and Director 2023 282,800 - 12,444 (2) 295,244 2024 360,000 - 13,872 (5) 373,872 Ms.
Rhonda Wong pursuant to which she was employed as co-founder and Chief Executive Officer of Ohmyhome (S). The agreement provides for an annual base salary, the amount of which may be adjusted from time to time at the discretion of Ohmyhome (S). Under the terms of the agreement, Ms.
The agreement provides for an annual base salary, the amount of which may be adjusted from time to time at the discretion of Ohmyhome (S). Under the terms of the agreement, Ms.
Nomination committee Mr. Lim Khoon, Mr. Lee Wei Loon and Mr. Tan Wei Reng, Galven serve on the nomination committee, which is chaired by Mr. Lim Khoon. Our board of Directors has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq rules.
Nomination committee Mr. Ji Gang, Mr. Henliyanto Ngadini and Mr. Liu Wen Tao serve on the nomination committee, which is chaired by Mr. Henliyanto Ngadini. Our board of Directors has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq rules.
Other than as disclosed, there are no family relationships among our Directors or executive officers. 6.B. Compensation Compensation of Directors and Executive Officers The following table summarizes all compensation received by our Directors, our executive officers and our key employees during the years ended December 31, 2022 and 2023.
Race Wong, our Chief Operating Officer and a Director. 6.B. Compensation Compensation of Directors and Executive Officers The following table summarizes all compensation received by our Directors, our executive officers and our key employees during the years ended December 31, 2022, 2023 and 2024.
She graduated from Newcastle University in Australia and obtained her master’s degree in Business in 2013. Loh Kim Kang David is a Director and the Chairman of our Company. He was appointed as a Director in August 2022. Mr. Loh is primarily responsible for strategic advice and direction of our Group. Mr.
Tjhin holds a Bachelor’s Degree in Marketing Management from the University of Indonesia (1997). Ms. Wong Wun Wun Daisy is a Director and the Chairman of our Company. She was appointed as a Director in February 2025. Ms. Wong is primarily responsible for strategic advice and direction of our Group. Ms.
Wong Wan Pei with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. 84 Employment Agreements Employment Agreement with Ms. Wong Wan Chew Effective as of May 1, 2021, Ohmyhome (S) entered into an employment agreement with Ms.
Race Wong at $0.38 per Ordinary Share. 85 Employment Agreements Employment Agreement with Ms. Rhonda Wong Effective as of May 1, 2021, Ohmyhome (S) entered into an employment agreement with Ms. Rhonda Wong pursuant to which she was employed as co-founder and Chief Executive Officer of Ohmyhome (S).
Directors and Senior Management The following table provides information regarding our executive officers and directors as of the date hereof: Name Age Position(s) Rhonda Wong 39 Chief Executive Officer, Chief Financial Officer, Director Race Wong 41 Chief Operating Officer, Director Loh Kim Kang David 60 Chairman of the board of Directors, Director Lee Wei Loon (1)(2)(3) 44 Independent Director, Chair of Audit Committee Lim Khoon (1)(2)(3) 59 Independent Director, Chair of Nomination Committee Tan Wei Reng, Galven (1)(2)(3) 45 Independent Director, Chair of Compensation Committee (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nomination Committee Executive Directors and Officers: Rhonda Wong is a co-founder of our Group.
Item 6. Directors, Senior Management and Employees 6.A. Directors and Senior Management The following table provides information regarding our executive officers and directors as of the date hereof: Name Age Position(s) Rhonda Wong 40 Co-Chief Executive Officer, Chief Financial Officer, Director Race Wong 42 Chief Operating Officer, Director Mr.
Shares Beneficially Owned after the Offering Name of Beneficial Owner Number Approximate Percentage Officers and Directors: Wong Wan Chew (1) 4,207,703 18.47 % Wong Wan Pei (1) 4,207,703 18.47 % Loh Kim Kang David (2) 1,785,941 7.84 % Lee Wei Loon - - Lim Khoon - - Tan Wei Reng, Galven 20,000 * % All executive officers and Directors as a group (7 persons) 5% Shareholders: Anthill (1) 8,415,406 36.95 % Vienna Management Ltd (2) 1,785,941 7.84 % GEC Tech Ltd.
Shares Beneficially Owned after the Offering Name of Beneficial Owner Number Approximate Percentage Officers and Directors: Rhonda Wong (1) 4,425,268 18.76 % Race Wong (1) 4,425,268 18.76 % Wong Wun Wun Daisy - - Ji Gang - - Henliyanto Ngadini - - Liu Wen Tao - - All executive officers and Directors as a group (7 persons) 5% Shareholders: Anthill (1) 8,415,406 35.67 % Vienna Management Ltd (2) 1,785,941 7.57 % *less than 1% (1) Includes Ordinary Shares held by Anthill, a company directly owned as to 50% each by Ms.
Wong Wan Pei, 2021 124,400 47,500 57,639 229,539 Chief Operating Officer and Director 2022 128,400 - 16,132 144,532 2023 282,800 - 12,444 (3) 295,244 Mr. Cui Kewei Joshua, 2021 - - - - Former Chief Financial Officer 2022 68,636 - 7,140 75,776 2023 64,048 - 7,457 71,505 Ms.
Race Wong, 2022 128,400 - 16,132 144,532 Chief Operating Officer and Director 2023 282,800 - 12,444 (3) 295,244 2024 360,000 - 13,872 (5) 373,872 Mr. Novianto Tjhin 2022 - - - - Co-Chief Executive Officer 2023 - - - - 2024 - - - - Ms.
Removed
Item 6. Directors, Senior Management and Employees 6.A.
Added
Novianto Tjhin 49 Co-Chief Executive Officer Wong Wun Wun Daisy 53 Chairman of the board of Directors, Director Ji Gang (1)(2)(3) 33 Independent Director, Chair of Audit Committee Henliyanto Ngadini (1)(2)(3) 42 Independent Director, Chair of Nomination Committee Liu Wen Tao (1)(2)(3) 39 Independent Director, Chair of Compensation Committee (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nomination Committee Executive Directors and Officers: Rhonda Wong is a co-founder of our Group.
Removed
Loh has over 20 years of experience in the investment and brokerage industry. He is currently an executive Director and joint chairman of Centurion Corporation Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 6090.HK) and on the Main Board of the Singapore Exchange Securities Trading Limited (Stock Code: SGX:OU8). Mr.
Added
She graduated from Newcastle University in Australia and obtained her master’s degree in Business in 2013. Mr. Novianto Tjhin is an experienced professional in the real estate sector with nearly a decade of expertise.
Removed
Loh is also appointed to Grab Holdings Limited (NASDAQ: GRAB)’s Board of Directors on April 1, 2024. Mr. Loh also sits on the board of various companies in a diversified range of industries. From November 1989 to August 1995, Mr. Loh was a dealer (dealing Director) of Ong & Company Pte.
Added
Prior to joining the Group, he has served as the Operations Director at a leading property listing company in Jakarta, Indonesia, overseeing property listings and establishing service partnerships from 2021. From 2017 to 2021, he was the Business Development Manager at PropertyKita, where he focused on expanding property listings. Mr.
Removed
Ltd., a company principally involved in the provision of business support services. From August 1995 to June 1996, he was a dealing Director of OUB Securities Pte. Ltd., a company principally involved in stock, share and bond brokers and dealers. In July 1996, Mr. Loh joined UOB Kay Hian Pte. Ltd.
Added
Daisy Wong is an accomplished executive with extensive experience in project management, enterprise resource planning, and business strategy. Since 2019, she has served as an Executive Director at ZOG Group Limited, driving energy efficiency initiatives through audits, equipment upgrades, and technological integration.
Removed
(formerly known as Kay Hian Pte Ltd) as an associate Director, with his last position as a business development consultant in March 2010. From July 1999 to October 2001, he served as a managing Director (management) of UOB Kay Hian (Hong Kong) Ltd (formerly known as Kay Hian Overseas Securities Ltd.), a securities brokerage company. Mr.
Added
From 2001 to 2019, she was the CEO of Fu Kwan Warehouse Co., Ltd., leading the company’s development from construction to full-scale operations while securing long-term logistics partnerships with IKEA, Maersk, and DHL. Previously, she was a Director at Chak Ho Group (1992–2001), overseeing project coordination, sales strategy, and business expansion. Ms.
Removed
Loh obtained his bachelor’s degree in Science from the University of Oregon in June 1998. 81 Independent Directors: Mr. Lee Wei Loon has over 15 years of experience in the banking and corporate finance industry having worked in various international investment banks. Mr. Lee is currently an executive vice president and Asia chief executive officer of Watchbox Singapore Pte.
Added
Wong holds a Bachelor’s Degree from The University of British Columbia (1991). 82 Independent Directors: Mr. Gang Ji has extensive expertise in finance and risk management, particularly in both the United States and Asia. Mr. Ji has been serving as Vice President of Investment Banking Division at Shiyida (Shenzhen) Consulting Services Co., Ltd. since May 2021.
Removed
Ltd., a company principally engaged in the buying, selling and trading of pre-owned luxury watches since August 2019, where he is responsible for group business strategy, risk management and capital market strategies. He was a vice president of Credit Suisse, Asian Equities Sales and Trading, Hedge Fund Sales, from May 2004 to March 2010.
Added
Mr Ji took part in the initial public offering process of Youxin Technology Ltd. (Nasdaq: YAAS), focusing on ensuring the company’s financial compliance. From December 2018 to April 2021, Mr.
Removed
He was a Director of Bank of America Merrill Lynch, Asian Equities Sales from May 2010 to June 2012. From June 2012 to January 2015, he was an executive Director of Morgan Stanley Asia, Institutional Equities Division, overseeing the coverage of Singapore based hedge funds across all asset classes.
Added
Ji worked as an Assistant Manager at Zhonghui Certified Public Accountants LLP, where he was responsible for conducting audits for annual reports, acquisitions, and IPOs within the manufacturing and high-tech industries. From March 2015 to December 2016, Mr. Ji served as Medical Consultant in multinational pharmaceutical company Roche. Mr.
Removed
From January 2015 to September 2017, he was a Director commissioner of PT Morgan Stanley Asia International, responsible for the Indonesia business and onshore operations of Morgan Stanley Asia. He was the executive Director of Morgan Stanley Asia Investment Banking Division from September 2017 to August 2019, overseeing all capital markets, fixed income and M&A transactions. Mr.
Added
Ji obtained a Master of Science in Financial Management from the University of Birmingham in 2018. Mr. Ji is a member of the Chinese Institute of Certified Public Accountants and is also certified as a Financial Risk Manager by the Global Association of Risk Professionals. Mr.
Removed
Lee obtained a bachelor’s degree in Science with a major in Finance and a minor in East Asian Studies from the New York University, Stern School of Business in May 2004. We believe that Mr. Lee is qualified to serve on our board by reasons of professional experiences and qualifications. Mr.
Added
Henliyanto Ngadini has extensive experience in software development and project management, leveraging his decades of expertise to guide strategic and operational decisions. Since 2020, he has been the Technical Director at Qurinom Solutions, where he oversees software development cycles, resource allocation, and risk assessments.
Removed
Lim Khoon is currently a partner of Eldan Law LLP since May 2018 with a focus on commercial and construction litigation, as well as in the areas of Real Estate Law and Corporate Law. From March 1992 to June 1995, Mr.
Added
From 2017 to 2020, he worked as a Senior Software Engineer at PT IDstar Cipta Teknologi, leading a team to optimize backend architecture and performance. Between 2013 and 2017, he was a Software Developer at Badr Interactive, focusing on the design and maintenance of distributed SaaS systems. Mr. Ngadini holds a Bachelor’s Degree in Computer Science from Universitas Indonesia. Mr.
Removed
Lim was a legal associate with M/s Wong Partnership (then known as M/s Wong Meng Meng & Partners), with a focus on commercial and construction litigations.
Added
Liu Wen Tao is a seasoned executive with extensive expertise in strategic operations, organizational leadership, and transformative business growth. Renowned for his strategic acumen, he excels in driving cross-functional initiatives across strategic planning and execution, resource optimization, and corporate culture development.
Removed
From July 1995 to May 2018, he was a partner of Lim Hua Yong Partnership with a focus on the same area of litigation work, and additionally, work in the areas of Real Estate Law and Corporate Law.
Added
Since 2018, he has served as General Manager of Shenzhen Dingxin Investment & Development Limited, where he spearheads investment decisions, oversees asset management portfolios and champion innovations on resource integration. Previously, as Deputy General Manager of Beijing Feitian Zhaoye Technology Co., Limited (2010–2018), Mr.
Removed
After the merger of Lim Hua Yong LLP and Eldan Law LLP, he became a partner of Eldan Law LLP continuing in the same areas of legal work. Over the years, Mr. Lim has developed a broad-based legal practice in the areas of commercial dispute resolution, real estate law and corporate law. In the area of commercial dispute resolution, Mr.
Added
Liu orchestrated the company’s day-to-day operations, optimizing sales strategies and streamlining business processes to enhance profitability and operational efficiency. Mr. Liu holds a Bachelor’s Degree in Business Administration from Hunan University (2009). 83 Family Relationships Ms. Rhonda Wong, our Co-Chief Executive Officer, Chief Financial Officer, and a Director, is the sister of Ms.
Removed
Lim has advised and acted for clients in various commercial disputes with experience in all levels of litigation in the Singapore Courts and before the arbitration tribunals. In the area of real estate law, Mr. Lim has advised and acted for corporations, individuals, financial institutions and subsidiary proprietors in various property transactions. In the area of corporate law, Mr.
Added
Wong Wun Wun Daisy 2022 - - - - Chairman of the board of Directors, Director 2023 - - - - 2024 - - - - Mr. Ji Gang 2022 - - - - Independent Director 2023 - - - - 2024 - - - - Mr.
Removed
Lim specializes in merger and acquisitions and has acted extensively for corporate and individual clients in the sale and acquisition of their shareholdings in corporations. Mr. Lim obtained a Bachelor of Laws degree from the University College of Wales in 1989.
Added
Henliyanto Ngadini 2022 - - - - Independent Director 2023 - - - - 2024 - - - - Mr. Liu Wen Tao 2022 - - - - Independent Director 2023 - - - - 2024 - - - - Mr.
Removed
He was called to the Bar in England as Barrister-at-Law (Grays Inn) in 1990 and was admitted as an advocate and solicitor at the Supreme Court of Singapore in March 1992. We believe that Mr. Lim is qualified to serve on our board by reasons of professional experiences and qualifications. Mr.
Added
Cui Kewei Joshua, 2022 68,636 - 7,140 75,776 Former Chief Financial Officer 2023 64,048 - 7,457 71,505 2024 - - - - Mr. Loh Kim Kang David, 2022 - - - - Former Chairman of the board of Directors, Director 2023 - (4) - - - 2024 - (4) - - - Mr.
Removed
Tan Wei Reng, Galven is the Chief Executive Officer of Knight Frank Singapore. He was the deputy managing Director of the investment sales and capital markets team in Savills Singapore since December 2019 until November 2022 . Mr. Tan co-heads a team of eight professionals who are consistently recognized as the market leaders in Singapore commercial real estate transactions.
Added
Race Wong with 336,155 options at an exercise price of $1.6062 per Ordinary Share, and 8,171 options at an exercise price of $0.0122 per Ordinary Share. On November 27, 2024, 91,171 shares were granted Ms. Rhonda Wong at $0.38 per Ordinary Share. On November 27, 2024, 91,171 shares were granted Ms.
Removed
Prior to working in Savills Singapore, Mr. Tan was with the capital markets team at CBRE Singapore for 15 years, before leaving the company as an executive Director. Since 2004, Mr. Tan has been personally involved in landmark transactions across all sectors in the Singapore real estate market, with particular focus in the commercial real estate sector.
Added
Rhonda Wong S$ 360,000 Ms. Race Wong S$ 360,000 Ms. Wong Wun Wun Daisy US$ 30,000 Mr. Novianto Tjhin US$ 30,000 Mr. Ji Gang US$ 18,000 Mr.Henliyanto Ngadini US$ 15,000 Mr.
Removed
In the last 10 years, he has handled transactions valued at more than S$15 billion. Day to day, Mr. Tan primarily works closely with institutional investors, property funds as well as local and foreign developers. 82 Mr. Tan graduated from the National University of Singapore in May 2004 with a bachelor’s degree in Science (Real Estate) (Hons). Family Relationships Ms.
Added
We consider our labor practices and employee relations to be good. 6.E.
Removed
Rhonda Wong, our Chief Executive Officer, Chief Financial Officer, and a Director, is the sister of Ms. Race Wong, our Chief Operating Officer and a Director. Mr. Loh Kim Kang David, the Chairman of the board of Directors and a Director, is the husband of Ms. Race Wong, and the brother-in-law to Ms. Rhonda Wong.
Added
The voting rights and dispositive control over the Ordinary Shares held by Vienna Management Ltd are held by Mr. Loh Kim Kang David solely. 91 6.F.
Removed
Chan Sze Ying 2021 - - - - Former Finance Director 2022 - - - - 2023 82,609 - 4,716 87,325 Mr. Loh Kim Kang David, 2021 - - - - Chairman of the board of Directors, Director 2022 - - - - 2023 - (4) - - - Mr.
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Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
17 edited+4 added−4 removed2 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
17 edited+4 added−4 removed2 unchanged
2023 filing
2024 filing
Loh., with a term from February 25, 2022, to complete a renovation project in total consideration S$3,492,997 (US$2,612,033). For the year ended December 31, 2022, the project was not completed and Mr. Loh. paid to the Company in consideration S$3,085,865 (US$2,302,197).
Loh., with a term from February 25, 2022, to complete a renovation project in total consideration S$3,492,997 (US$2,612,033). For the year ended December 31, 2022, the project was not completed and Mr. Loh. paid to the Group in consideration S$3,085,865 (US$2,302,197).
Rhonda Wong engaged the Company to move and clean her house in April 2022. The project was completed during year ended December 31, 2022, and Ms. Rhonda Wong paid a service fee of S$1,199 (US$896) to the Company. Ms.
Rhonda Wong engaged the Group to move and clean her house in April 2022. The project was completed during year ended December 31, 2022, and Ms. Rhonda Wong paid a service fee of S$1,199 (US$896) to the Group. Ms.
Rhonda Wong engaged the Company to perform aircon cleaning for her house and the project was completed during the year ended December 31, 2023, and Ms. Rhonda Wong paid a service fee of S$288 (US$218) to the Company.
Rhonda Wong engaged the Group to perform aircon cleaning for her house and the project was completed during the year ended December 31, 2023, and Ms. Rhonda Wong paid a service fee of S$288 (US$218) to the Group. Ms.
Both revolving loan facility agreements offered up to S$2.0 million each for general working capital and general corporate purposes. The amount of S$2,290,044 (US$1,708,478) on December 31, 2022 had been fully settled in March 2023. iii On February 25, 2022, the Company entered into a services agreement with Mr.
Both revolving loan facility agreements offered up to S$2.0 million each for general working capital and general corporate purposes. The amount of S$2,290,044 (US$1,708,478) on December 31, 2022 had been fully settled in March 2023. ii On February 25, 2022, the Group entered into a services agreement with Mr.
The Company received in advance of completion of performance obligations under an agreement amounted to S$103,908 (US$77,520) as of December 31, 2022. During the year ended December 31, 2022, the Company recognized revenue S$2,981,957 (US$2,224,676) for the project. During the year ended December 31, 2023, revenue recognized for the services agreement with Mr. David Loh for S$511,040 (US$387,357). (5) Ms.
The Group received in advance of completion of performance obligations under an agreement amounted to S$103,908 (US$77,520) as of December 31, 2022. During the year ended December 31, 2022, the Group recognized revenue S$2,981,957 (US$2,224,676) for the project. During the year ended December 31, 2023, revenue recognized for the services agreement with Mr. David Loh for S$511,040 (US$387,357). (4) Ms.
David Loh engaged the Company to look for a tenant for a property and was completed during the year ended December 31, 2023. Mr. David Loh paid a service fee of S$11,000 (US$8,338) to the Company. (4) On February 25, 2022, the Company entered into a services agreement with subsequent various orders with Mr.
David Loh engaged the Group to look for a tenant for a property and was completed during the year ended December 31, 2023. Mr. David Loh paid a service fee of S$11,000 (US$8,338) to the Group. (3) On February 25, 2022, the Group entered into a services agreement with subsequent various orders with Mr.
Set forth below are related-party transactions of our Company for the financial years ended December 31, 2023, 2022 and 2021, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related-party transactions under Singapore law.
Set forth below are related-party transactions of our Group for the financial years ended December 31, 2024, 2023 and 2022, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related-party transactions under Singapore law.
In the ordinary course of business, during the financial years ended December 31, 2023, 2022 and 2021, the Company involved with certain transactions, either at cost or current market prices, and on the normal commercial terms among related parties.
In the ordinary course of business, during the financial years ended December 31, 2024, 2023 and 2022, the Group involved with certain transactions, either at cost or current market prices, and on the normal commercial terms among related parties.
Race Wong, Chief Operating Officer and Director of the Company 91 For the years ended December 2021, 2022 and 2023 Related party balances Transaction nature Name 2021 2022 2023 2023 SGD SGD SGD USD Amount due to Vienna Management Ltd - 2,290,044 ii - - Amount due from Vienna Management Ltd 870,728 i Amount due from Anthill Corp - - 3,495 iv 2,649 Contract liability Mr.
Race Wong, Chief Operating Officer and Director of the Group For the years ended December 31, 2022, 2023 and 2024 Related party balances Transaction nature Name 2022 2023 2024 2024 SGD SGD SGD USD Amount due to Vienna Management Ltd 2,290,044 i - - - Amount due from Anthill Corp - 3,495 iii 4,795 iii 3,510 Contract liability Mr.
Rhonda Wong Shareholder, Director, Chief Executive Officer Vienna Management Ltd Shareholder, wholly-owned by the Chairman of the board of Directors Termbasu Holding Pte Ltd Owned by the Chairman of the board of Directors Mr. Loh Kim Kang David (“Mr. Loh”) Shareholder, the Chairman of the board of Directors Anthill Corporation Pte. Ltd. Owned by Ms.
Loh Kim Kang David (“Mr. Loh”) Shareholder, the former Chairman of the board of Directors Anthill Corporation Pte. Ltd. Owned by Ms. Rhonda Wong, Co-Chief Executive Officer and Director of the Group and Ms.
Rhonda Wong engaged the Company to look for tenant for a property in September 2021 and March 2022. The respective project was completed during year ended December 31, 2021 and 2022, and Ms. Rhonda Wong paid the rental commission to the Company, being S$1,050 and S$2,900 (US$2,164).
Race Wong - - 4,770 (5) 3,491 (1) Ms. Rhonda Wong engaged the Group to look for tenant for a property in March 2022 and April 2024. The respective project was completed during year ended December 31, 2022 and 2024, and Ms. Rhonda Wong paid the rental commission to the Group, being S$2,900 and S$2,100 (US$1,537) respectively. (2) Mr.
David Loh - 11,000 (3) 8,338 Brokerage services provided to Termbasu Holding Pte Ltd 254,786 (2) - - - Emerging and other services to Mr. David Loh - 2,981,957 (4) 511,040 (4) 387,357 Emerging and other services to Ms. Rhonda Wong - 1,199 (5) 288 (5) 218 92 (1) Ms.
Rhonda Wong 2,900 (1) - 2,100 (1) 1,537 Brokerage services provided to Mr. David Loh - 11,000 (2) - - Emerging and other services to Mr. David Loh 2,981,957 (3) 511,040 (3) - - Emerging and other services to Ms. Rhonda Wong 1,199 (4) 288 (4) 250 (4) 183 Emerging and other services to Ms.
The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): Nature of relationships with related parties Related parties Relationship Ms.
The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): Nature of relationships with related parties Related parties Relationship Ms. Rhonda Wong Shareholder, Director, Co-Chief Executive Officer Vienna Management Ltd Shareholder, wholly-owned by the former Chairman of the board of Directors Mr.
Loh., with a term from February 25, 2022, to complete a renovation project in consideration S$3,618,250 (US$2,699,381). The Company received in advance of completion of performance obligations under an agreement amounted to S$103,908 (US$77,520) as of December 31, 2022. iv On June 22, 2023, the Company extended payment for Notarization services for Anthill Corp in view of operational urgency.
The Group received in advance of completion of performance obligations under an agreement amounted to S$103,908 (US$77,520) as of December 31, 2022. iii On June 22, 2023, the Group extended payment for Notarization services for Anthill Corp and On November 12, 2024, the Group paid on behalf of Anthill Corp for corporate secretary services. iv On December 28, 2023, Ms.
Wong Wan Pei paid on behalf of the Company using her credit card facility for PropertyGuru advertisement packages for the amounts of S$169,817 and S$110,000, respectively, while the Company repaid the monthly instalments. During the year, the accumulated credit card settlements amounted to S$291,392 and resulted an overpayment of S$11,575. On November 30, 2023, Ms.
Rhonda Wong made short-term advances to the Group S$240,000 for general working capital and general corporate purposes. v On March 10 and September 12, 2023, Ms. Race Wong paid on behalf of the Group using her credit card facility for PropertyGuru advertisement packages for the amounts of S$169,817 and S$110,000, respectively, while the Group repaid the monthly instalments.
As of December 31, 2021 and 2022, the loan balance due from Vienna Management Ltd amounted to S$870,728 and nil respectively. The amounts were wholly settled in cash in February 2022. iii On May 1, 2019 and December 1, 2022 the Company entered into two separated interest-free loan facility agreements with Vienna Management Ltd, one of the Company’s major shareholders.
Loh 103,908 ii - - - Amount due to Ms. Rhonda Wong - 240,000 iv 27,674 vi 20,256 Amount due to Ms. Race Wong - 188,425 v 27,674 vi 20,256 i On May 1, 2019 and December 1, 2022 the Group entered into two separated interest-free loan facility agreements with Vienna Management Ltd, one of the Group’s major shareholders.
Wong Wan Pei made short-term advances to the Company S$200,000 for general working capital and general corporate purposes. Related party transactions Transaction nature Name December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2023 SGD SGD SGD USD Brokerage services provided to Ms. Rhonda Wong 1,050 (1) 2,900 (1) - - Brokerage services provided to Mr.
Race Wong voluntarily withheld part of their salary for working capital use by the Group amounting to a total of S$27,674 (US$20,256) each. 92 Related party transactions Transaction nature Name December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2024 SGD SGD SGD USD Brokerage services provided to Ms.
Removed
Rhonda Wong, Chief Executive Officer and Director of the Company and Ms.
Added
Loh., with a term from February 25, 2022, to complete a renovation project in consideration S$3,618,250 (US$2,699,381).
Removed
Loh - 103,908 iii - - Amount due to Ms. Wong Wan Chew - - 240,000 v 181,915 Amount due to Ms Wong Wan Pei - - 188,425 vi 142,822 i The Company had an unsecured, interest-free loan to Vienna Management Ltd amounting to S$870,728 in December 2021.
Added
During the year, the accumulated credit card settlements amounted to S$291,392 and resulted an overpayment of S$11,575. On November 30, 2023, Ms. Race Wong made short-term advances to the Group S$200,000 for general working capital and general corporate purposes. vi Ms. Rhonda Wong and Ms.
Removed
This amount will be recovered by December 31, 2024 from Anthill Corp. v On December 28, 2023, Ms. Wong Wan Chew made short-term advances to the Company S$240,000 for general working capital and general corporate purposes. vi On March 10 and September 12, 2023, Ms.
Added
Rhonda Wong engaged the Group to perform curtain cleaning for her house and the project was completed during the year ended December 31, 2024, and Ms. Rhonda Wong paid a service fee of S$250 (US$183) to the Group. (5) Ms. Race Wong engaged the Group to perform cleaning services multiple times for the year ended December 31, 2024, and Ms.
Removed
(2) Termbasu Holding Pte Ltd entered seven (7) service agreements with the Company to sale seven (7) private properties in January 2022. The commission was 2% of transaction price and paid upon completion of the transactions during the year ended December 31, 2022. (3) Mr.
Added
Race Wong paid a total of service fees of S$4,770 (US$3,491) to the Group. 93