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Legion Consortium Limited Interim / Quarterly Report 2021

Aug 26, 2021

50388_rns_2021-08-26_0b4cfc38-2749-4b67-bfd2-c898652db7b2.pdf

Interim / Quarterly Report

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

Legion Consortium Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2129)

INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2021

The board (the “ Board ”) of directors (the “ Directors ”) of Legion Consortium Limited (the “ Company ”) is pleased to present the unaudited consolidated results of the Company and its subsidiaries (hereinafter collectively referred to as the “ Group ”) for the six months ended 30 June 2021 together with comparative figures for the corresponding period in 2020 as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

For the six months ended 30 June 2021

Notes
Revenue
6
Cost of services
Gross profit
Other income
7
Other gains and losses
8
Selling expense
Administrative expenses
Finance costs
9
Listing expenses
10
Profit before tax
Income tax expense
11
Profit and other comprehensive income
for the period
10
Basic and diluted earnings per share
(Singapore cents)
13
30 June
2021
(unaudited)
S$
21,425,543
(14,846,325)
6,579,218
428,321
173,134
(48,808)
(4,628,575)
(122,007)
(815,030)
1,566,253
(420,492)
1,145,761
0.09
30 June
2020
(unaudited)
S$ 19,656,168
(12,557,338)
7,098,830
734,618
229,406
(32,433)
(3,904,240)
(113,159)
(610,322)
3,402,700
(628,920)
2,773,780
0.27

– 1 –

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2021

Notes
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment
14
Investment properties
15
Intangible assets
16
Deposits
18
Current assets
Trade receivables
17
Other receivables, deposits and prepayments
18
Amount due from related parties
19
Restricted bank deposit
20
Bank balances and cash
20
Current liabilities
Trade and other payables
21
Amount due to related parties
19
Lease liabilities
22
Bank borrowings
23
Provisions
24
Income tax payable
Net current assets
Non-current liability
Trade and other payables
21
Lease liabilities
22
Bank borrowings
23
Provisions
24
Deferred tax liabilities
25
Total liabilities
Net assets
EQUITY
Share capital
26
Reserves
Total equity attributable to owners of
the Company
As at
30 June
2021
(unaudited)
S$
8,144,724
3,930,746
117,862
576,646
12,769,978
9,559,628
4,644,191
3,342
450,000
22,683,278
37,340,439
3,204,546
82,932
3,045,845
45,377
133,000
994,057
7,505,757
29,834,682
750,380
1,604,692
557,990
347,000
369,500
3,629,562
11,135,319
38,975,098
2,133,905
36,841,193
38,975,098
As at
31 December
2020
(audited)
S$ 7,973,790
4,023,795
133,265
576,646
12,707,496
9,914,734
2,004,852
6,147
450,000
12,740,393
25,116,126
4,115,834
99,711
2,585,253
95,292

1,390,221
8,286,311
16,829,815
564,980
1,984,528
1,001,229
480,000
426,500
4,457,237
12,743,548
25,080,074
134,698
24,945,376
25,080,074

– 2 –

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended 30 June 2021

1 GENERAL

The Company was incorporated and registered as an exempted company in the Cayman Islands with limited liability on 20 June 2018. The registered office of the Company is Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands. The principal place of business of the Company in Singapore is at 7 Keppel Road, #03-22, Tanjong Pagar Complex, Singapore and in Hong Kong is at Unit 912, 9/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Kowloon, Hong Kong.

The Company is an investment holding company. The Company’s subsidiaries were engaged in the provision of trucking services, freight forwarding services, and value added transport services (“VATS”).

The shares of the Company were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 13 January 2021.

Mirana Holdings Limited (“Mirana Holdings”), a company incorporated in the British Virgin Islands (the “BVI”), is the immediate holding company of the Company, and in the opinion of the Directors, which is also the ultimate holding company of the Company.

– 3 –

The Company has direct and indirect interests in its subsidiaries, all of which are private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics to a private company incorporated in Hong Kong), the particulars of which are set out below:

Country of Percentage of equity Percentage of equity
Company name incorporation attributable to the Company Principal activities
Direct Indirect
% %
Held by the Company
Clear Bliss Holdings Limited BVI 100 Investment holding
Held through a subsidiary
Rejoice Container Services Singapore 100 Trucking and VATS
(Pte) Ltd
Radiant Overseas Pte Ltd Singapore 100 Freight forwarding
Richwell Global Forwarding Singapore 100 Freight forwarding
Pte. Ltd.
Real Time Forwarding Pte. Ltd. Singapore 100 Freight forwarding
Relief Logistics Pte. Ltd. Singapore 100 Freight transport
Will Knight Limited Hong Kong 100 Business
development

The historical financial information are expressed in Singapore dollars (“S$”), which is also the functional currency of the Company. No statutory financial statements of the Company have been prepared since its date of incorporation as it is incorporated in the jurisdiction where there are no statutory audit requirements.

2 GROUP REORGANISATION AND BASIS OF PREPARATION AND PRESENTATION OF THE HISTORICAL FINANCIAL INFORMATION

For the purpose of the listing of the shares of the Company on the Stock Exchange, the companies comprising the Group underwent a group reorganisation (the “Reorganisation”) as set out in the section headed “History, Development and Reorganisation” to the prospectus of the Company dated 30 December 2020.

The Group resulting from the Reorganisation is regarded as a continuing entity. Accordingly, the interim condensed consolidated financial statements have been prepared to include the financial statements of the companies now comprising the Group.

– 4 –

3 ADOPTION OF NEW AND REVISED STANDARDS

New and amended IFRSs that are effective for the current period

In the current period, the Group has applied the amendments to IFRS Standards and Interpretations issued by the Board that are effective for an annual period that begins on or after 1 January 2021. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements, except as discussed below:

Impact of the initial application of Covid-19-Related Rent Concessions Amendment to IFRS 16

In 2020, the Group has applied the amendment to IFRS 16 (as issued by the IASB in May 2020) in advance of its effective date.

The Group has applied the practical expedient retrospectively to all rent concessions that meet the conditions in IFRS 16: 46B, and has not restated prior period figures.

New and revised IFRS Standards in issue but not yet effective

At the date of authorisation of these consolidated financial statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

IFRS 17 Insurance Contracts1
IFRS 10 and IAS 28 (amendments) Sale or Contribution of Assets between an investor and its
Associate or Joint Venture3
Amendments to IAS 1 Classification of Liabilities as Current or
Non-current1
Amendments to IFRS 3 Reference to the Conceptual Framework2
Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use2
Amendments to IAS 37 Onerous Contracts – Cost of Fulfilling a Contract2
Amendments to IAS 1 and Disclosure of Accounting Policies1
IFRS Practice Statement 2
Amendments to IAS 8 Definition of Accounting Estimates1

The directors do not expect that the adoption of the new and amendments to IFRSs and IASs listed above will have a material impact on the consolidated financial statements of the Group in future periods.

  • 1 Effective for annual periods beginning on or after 1 January 2023

  • 2 Effective for annual periods beginning on or after 1 January 2022

  • 3 Date to be determined

– 5 –

4 SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The consolidated financial statements of the Group have been prepared in accordance with IFRS issued by the IASB.

In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange and the applicable disclosures required by the Companies Ordinance.

5 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The Group’s management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

6 REVENUE AND SEGMENT INFORMATION

Revenue represents the fair value of amounts received and receivable from provision of trucking services, freight forwarding services and VATS by the Group to external customers, also represents the revenue from contracts with customers. This is consistent with the revenue information that is disclosed for each operating and reportable segment under IFRS 8. During the six months ended 30 June 2021 and 2020, there is no inter-segment sales.

Information is reported to the Mr. Ng, which is also the Chief Operating Decision Maker (“CODM”) of the Group, for the purposes of resource allocation and performance assessment. The CODM reviews segment revenue and results attributable to each segment, which is measured by reference to respective segments’ gross profit. The segment information is defined by nature of services provided:

  • ‧ Trucking services

  • ‧ Freight forwarding services

  • ‧ VATS

– 6 –

No further detailed analysis of the Group’s results nor assets and liabilities is regularly provided to the CODM for review.

An analysis of the Group’s revenue and segment result for the financial periods are as follows:

Revenue from external customers
– Trucking services
– Freight forwarding services
– VATS
Segment result
– Trucking services
– Freight forwarding services
– VATS
30 June
2021
(unaudited)
S$
8,750,185
10,204,942
2,470,416
21,425,543
2,881,494
2,642,577
1,055,147
6,579,218
30 June
2020
(unaudited)
S$ 10,375,009
7,464,711
1,816,448
19,656,168
3,761,714
2,289,419
1,047,697
7,098,830

The Group derives its revenue from provision of trucking services, freight forwarding services and VATS over time. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

During the six months ended 30 June 2021 and 2020, the contract prices for trucking services and freight forward services are agreed based on factors such as weight and distance etc. and for VATS are based on storage space occupied and storage duration.

The accounting policies for segment information are the same as Group’s accounting policies with segment results represent the profit earned by each segment without allocation of other income, other gains and losses, selling expenses, administrative expenses, impairment gains and losses (including reversals of impairment losses), finance costs and listing expenses.

– 7 –

Geographical information

The Group principally operates in Singapore, which is also the place of domicile. The Group’s all noncurrent assets other than financial assets are all located in Singapore.

Information about major customers

During the six months ended 30 June 2021 and 2020, no single customer contributes 10% or more of total revenue of the Group.

7 OTHER INCOME

Government grants (Note 1)
Interest income
Rental income
Yard utilities income
Others
30 June
2021
(unaudited)
S$
262,549
3,419
133,655
9,039
19,659
428,321
30 June
2020
(unaudited)
S$ 561,899
1,768
152,347
8,969
9,635
734,618

Note:

  • (1) The government grants received mainly comprise Wage Credit Scheme (“WCS”), Productivity Innovation Credit (“PIC”), Temporary Employment Credit (“TEC”), Special Employment Credit (“SEC”), Job Support Scheme (“JSS”) and Foreign Worker Levy Rebates (“FWL Rebates”), all of them are compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs.

– 8 –

8 OTHER GAINS AND LOSSES

Net impairment (loss) gains
Gain on disposal of property and equipment, net
Net foreign exchange (losses) gains
9
FINANCE COSTS
Interest on:
Bank borrowings
Lease liabilities
30 June
2021
(unaudited)
S$
(922)
30,669
143,387
173,134
30 June
2021
(unaudited)
S$
18,562
103,445
122,007
30 June
2020
(unaudited)
S$ 173,496
960
54,950
229,406
30 June
2020
(unaudited)
S$ 18,807
94,352
113,159

– 9 –

10 PROFIT FOR THE PERIOD

Profit for the period has been arrived at after charging (crediting):

Depreciation of property, plant and equipment
– Recognised as cost of services
– Recognised as administrative expenses
Depreciation of investment property
Amortisation of intangible assets
Listing expenses
Directors’ remuneration
Other staff costs:
– Salaries and other benefits
– Contributions to CPF
Total staff costs (including directors’ remuneration) (Note i)
Gross rental income from investment property recognised as
other income (Note 7)
Less: Direct operating expenses incurred for investment property that
generated rental income
30 June
2021
(unaudited)
S$
1,567,606
229,530
1,797,136
93,049
21,394
815,030
563,200
4,033,114
331,471
4,927,785
133,655
(120,155)
13,500
30 June
2020
(unaudited)
S$ 1,181,707
123,828
1,305,535
94,570
25,013
610,322
407,250
3,733,131
271,510
4,411,891
152,347
(115,527)
36,820

Notes:

(i) The total staff costs of S$1,497,163 (30 June 2020: S$1,401,048) is included in cost of services and S$3,430,622 (30 June 2020: S$3,010,843) is included in administrative expenses respectively.

– 10 –

11 INCOME TAX EXPENSE

Tax expense comprises:
Current tax:
– Singapore corporate income tax (“CIT”)
Deferred tax expense (Note 25)
30 June
2021
(unaudited)
S$
477,492
(57,000)
420,492
30 June
2020
(unaudited)
S$ 628,920

628,920

Singapore CIT is calculated at 17% of the estimated assessable profit and the subsidiaries in Singapore can also enjoy 75% tax exemption on the first S$10,000 of chargeable income and a further 50% tax exemption on the next S$190,000 of chargeable income for both the Year of Assessment 2021 and 2022.

The income tax expense for the period can be reconciled to the profit before taxation per the consolidated statement of profit or loss and other comprehensive income as follows:

Profit before taxation
Tax at applicable tax rate of 17%
Tax effect of expenses not deductible for tax purpose
Tax effect of income not taxable for tax purpose
Effect of tax concessions and partial tax exemptions
Taxation for the period
30 June
2021
(unaudited)
S$
1,566,253
266,263
201,671
(16,344)
(31,098)
420,492
30 June
2020
(unaudited)
S$ 3,402,700
578,459
157,103
(70,516)
(36,126)
628,920

– 11 –

12 DIVIDENDS

No dividend has been declared by the Company or any Group entities during the six months ended 30 June 2021 or subsequent to the month end.

Dividend of S$4 million has been declared and paid out by the Group entities during the year ended 31 December 2020.

13 EARNINGS PER SHARE

Profit for the period attributable to the owners of the Company (S$)
Weighted average number of ordinary shares in issue
Basic and diluted earnings per share (S$ cents)
30 June
2021
(unaudited)
1,145,761
1,250,000,000
0.09
30 June
2020
(unaudited)
2,773,780
1,015,625,000
0.27

The calculation of basic earnings per share for the six months ended 30 June 2021 and 2020 is based on the profit for the period attributable to owners of the Company and the weighted average number of shares in issue.

The weighted number of ordinary shares for the purpose of calculating basic earnings per share for the six months ended 30 June 2020 had been determined on the assumption that the Group Reorganisation to enable the Company to become the holding Company of the Group had been effective on 1 January 2020 and 1,015,625,000 shares in issue upon completion of the Group Reorganisation as detailed in Note 2.

Diluted earnings per share is the same as the basic earnings per share because the Group has no dilutive securities that are convertible into shares during the six months ended 30 June 2021 and 2020.

– 12 –

14 PROPERTY, PLANT AND EQUIPMENT

Computer Furniture
and office Motor Leasehold Leasehold and
Machinery equipment vehicles buildings improvement fittings Total
S$ S$ S$ S$ S$ S$ S$
Cost:
At 1 January 2020 1,304,784 470,876 13,037,366 4,920,923 1,064,029 52,807 20,850,785
Additions 92,051 48,383 2,225,118 57,944 1,759 2,425,255
Disposals/Written off (39,149) (55,577) (94,726)
At 31 December 2020 1,304,784 523,778 13,085,749 7,090,464 1,121,973 54,566 23,181,314
Additions 34,861 1,947,455 5,428 1,987,744
Disposals/Written off (414,874) (414,874)
At 30 June 2021 1,304,784 558,639 12,670,875 7,090,464 3,069,428 59,994 24,754,184
Accumulated depreciation:
At 1 January 2019 1,115,857 345,032 9,004,513 779,400 1,025,518 46,975 12,317,295
Charge for the year 144,507 76,297 673,888 2,048,890 33,560 3,957 2,981,099
Disposals/Written off (35,293) (55,577) (90,870)
At 31 December 2020 1,260,364 386,036 9,678,401 2,772,713 1,059,078 50,932 15,207,524
Charge for the period 12,774 34,733 338,144 1,365,086 44,576 1,825 1,797,136
Disposals/Written off (395,200) (395,200)
At 30 June 2021 1,273,138 420,769 9,621,345 4,137,799 1,103,654 52,757 16,609,460
Carrying amounts:
At 31 December 2020 44,420 137,742 3,407,348 4,317,751 62,895 3,634 7,973,790
At 30 June 2021 31,646 137,870 3,049,530 2,952,665 1,965,774 7,237 8,144,724

– 13 –

The above items of property, plant and equipment are depreciated on a straight-line basis at the following useful lives:

Machinery 5 years
Company and office equipment 3 – 5 years
Motor 10 years
Leasehold buildings Lease terms of 2 – 3 years
Leasehold improvement Shorter of 5 years and lease term
Furniture and fittings 3 – 5 years

The carrying value of rights-of-use assets and the depreciation by classes of rights-of-use assets are set out as below:

Carrying values
Leasehold buildings
Computer and office equipment
Motor vehicles
Depreciation recognised in profit and loss
Leasehold buildings
Computer and office equipment
Motor vehicles
Additions
Leasehold buildings
Computer and office equipment
Motor vehicles
As at
30 June
2021
(unaudited)
As at
31 December
2020
(audited)
S$
S$ 4,565,554
4,317,751
40,146
49,916

1,217,417
4,605,700
5,585,084
For the six months ended
30 June
2021
(unaudited)
30 June
2020
(unaudited)
S$
S$ 1,349,920
844,180
9,774
8,540

46,646
1,359,694
899,366
1,597,722


22,180


1,597,722
22,180
30 June
2021
(unaudited)
S$
1,349,920
9,774

1,359,694
1,597,722


1,597,722

– 14 –

15 INVESTMENT PROPERTIES

Cost:
At 1 January 2020, 31 December 2020 and 30 June 2021
Accumulated depreciation:
At 1 January 2020
Charge for the year
At 31 December 2020
Charge for the period
At 30 June 2021
Carrying amount:
At 31 December 2020
At 30 June 2021
Investment
properties
S$
5,528,341
1,315,406
189,140
1,504,546
93,049
1,597,595
4,023,795
3,930,746

The investment properties comprise industrial properties that are leased to external customers. The leases contain initial non-cancellable period of between 1 to 4 years. Subsequent renewal are negotiated with the lessees. Investment properties with net carrying value amounting to S$972,477 (31 December 2020: S$1,780,090) are mortgaged to the bank to secure bank loans (Note 23).

The above items of investment properties are depreciated on a straight-line basis over 30 years after taking into account the residual values.

As at 30 June 2021, the fair values of the investment property amounted to S$5,900,000. The fair value measurement of the Group’s investment property as at 31 August 2020 was carried out by Ravia Global Appraisal Advisory Limited, an independent valuer not related to the Group, and who has the appropriate qualifications and relevant experience. Management has assessed that the key inputs and assumptions used by the valuer for valuation date 31 August 2020 remain applicable and reasonable as at 31 December 2020 and 30 June 2021. The fair values are based on comparable market transactions of similar properties in the neighbourhood that have been transferred in the open market.

The investment properties are categorised within level 3 of the fair value hierarchy.

In estimating the fair value of the property, the highest and best use of the property is its current use.

– 15 –

16 INTANGIBLE ASSETS

Cost:
At 1 January 2020
Charge for the year
At 31 December 2020
Charge for the period
At 30 June 2021
Accumulated amortisation:
At 1 January 2020
Charge for the year
At 31 December 2020
Charge for the period
At 30 June 2021
Carrying values:
At 31 December 2020
At 30 June 2021
Software
S$
336,446
6,195
342,641
5,991
348,632
161,262
48,114
209,376
21,394
230,770
133,265
117,862

The intangible assets included above consist of software with useful live of 3 to 5 years, over which the assets are amortised, after taking into account the residual values.

– 16 –

17 TRADE RECEIVABLES

Trade receivables
Allowance for doubtful receivable
As at
30 June
2021
(unaudited)
S$
9,706,786
(147,158)
9,559,628
As at
31 December
2020
(audited)
S$ 10,064,011
(149,277)
9,914,734

The Group provides trucking services to new customers at cash upon delivery and grants credit terms to other customers typically ranging from 30 to 90 days from the invoice date for trade receivables.

The following is an aged analysis of trade receivables, net of allowance for doubtful debts, presented based on the invoice date which approximated the revenue recognition date at the end of each financial period:

Within 30 days
31 days to 60 days
61 days to 90 days
91 days to 180 days
181 days to 1 year
Over 1 year
As at
30 June
2021
(unaudited)
S$
4,773,800
1,515,588
1,307,030
1,064,339
338,914
559,957
9,559,628
As at
31 December
2020
(audited)
S$ 4,111,077
3,037,013
1,357,659
738,419
333,811
336,755
9,914,734

– 17 –

The following table shows the movement in lifetime ECL that has been recognised for trade receivables under the simplified approach.

1 January 2020
Credit impaired receivable (individually assessed)
Write-offs
Reversal of provision from prior year
31 December 2020
Write-offs
30 June 2021
Lifetime ECL
(credit-impaired)
S$
456,000
161,908
(202,631)
(266,000)
149,277
(2,119)
147,158

18 OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Rental and other deposits
Prepayments
Staff advances
Grant receivable (Note a)
Deferred issue costs
Issue costs reimbursable by a shareholder (Note b)
Others
Analysed as:
– Current
– Non-current
As at
30 June
2021
(unaudited)
S$
4,431,798
172,308
50,750


370,257
195,724
5,220,837
4,644,191
576,646
5,220,837
As at
31 December
2020
(audited)
S$ 794,348
179,156
49,200
101,017
1,062,645
354,215
40,917
2,581,498
2,004,852
576,646
2,581,498

– 18 –

Note:

  • (a) As at 30 June 2021, the Group was not eligible for any further Job Support Scheme (“JSS”), a government grant announced to provide wage support to employers to help them retain their local employees (Singapore Citizens and Permanent Residents) during the period of economic uncertainty caused by the COVID-19. Grant receivable and a deferred grant income (Note 21) are recognised when the Group has fulfilled the conditions to receive the grant.

  • (b) The balance is interest free and will be repaid within 12 months from the date of this report.

19 AMOUNT DUE FROM (TO) RELATED PARTIES

The average credit period for services provision from/to the related parties is 30 days. The balances as at 30 June 2021 are aged within 30 days (31 December 2020: 30 days) presented based on the invoice date.

20 BANK BALANCES AND CASH

Cash and bank balances
Pledged deposits
As at
30 June
2021
(unaudited)
S$
22,683,278
450,000
23,133,278
As at
31 December
2020
(audited)
S$ 12,740,393
450,000
13,190,393

As at 30 June 2021, bank balances of S$22,683,278 (31 December 2020: S$12,740,393) carry interest ranging from 0.01% to 0.05% (31 December 2020: 0.01% to 0.05%) per annum.

As at 30 June 2021, included in the pledged deposit of S$450,000 (31 December 2020: S$450,000) represents restricted bank deposit for issuance of letter of credits with original maturity of 6 months to 1 year and being renewed automatically by month.

– 19 –

21 TRADE AND OTHER PAYABLES

Trade payables
GST payables
Customer deposits
Accrued operating expenses
Accrued listing expenses
Deferred grant income
Others
Analysed as:
– Current
– Non-current (Note a)
As at
30 June
2021
(unaudited)
S$
1,428,944
175,208
822,380
1,273,743


254,651
3,954,926
3,204,546
750,380
3,954,926
As at
31 December
2020
(audited)
S$ 955,697
191,718
636,980
1,260,928
1,459,933
163,514
12,044
4,680,814
4,115,834
564,980
4,680,814

Note:

(a) Non-current trade and other payables arise from customer deposit for yard rental. The lease term for these yard rental range from 1 to 3 years (31 December 2020: 1 to 3 years).

The following is an aged analysis of trade payables presented based on the invoice date at the end of each reporting period:

As at As at
30 June 31 December
2021 2020
(unaudited) (audited)
S$ S$
Within 30 days 871,433 644,002
31 to 60 days 358,012 261,847
61 to 90 days 146,171 32,485
Over 90 days 53,328 17,363
1,428,944 955,697

The credit period on purchases from suppliers is between 0 to 30 days or payable upon delivery.

22 LEASE LIABILITIES

Minimum lease payments due:
– Within one year
– More than one year but not more than two years
– More than two years but not more than five years
Less: Amount due for settlement within one year shown
under current liabilities
Amount due for settlement after one year shown
under non-current liabilities
As at
30 June
2021
(unaudited)
S$
3,045,845
1,584,390
20,302
4,650,537
(3,045,845)
1,604,692
As at
31 December
2020
(audited)
S$ 2,585,253
1,638,998
345,530
4,569,781
(2,585,253)
1,984,528

The Group leases offices, staff dormitory and warehouses, computer and office equipment and motor vehicles for operation and these lease liabilities were measured at the present value of the lease payment that are not yet paid. All leases are entered at fixed prices.

The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s treasury function.

Extension options are not involved in lease agreements entered by the Group.

– 21 –

23 BANK BORROWINGS

Secured and guaranteed - at amortised cost:
Bank loans
Analysed as:
Carrying amount repayable:
– Within one year
– More than one year, but not exceeding two years
– More than two years, but not exceeding five years
– More than five years
Less: Amount due for settlement within 12 months
(show under current liabilities)
Amount due for settlement after one year shown under
non-current liabilities
As at
30 June
2021
(unaudited)
S$
603,367
45,377
46,210
144,303
367,477
603,367
(45,377)
557,990
As at
31 December
2020
(audited)
S$ 1,096,521
95,292
100,277
328,408
572,544
1,096,521
(95,292)
1,001,229

The bank borrowings are secured by:

  • (i) First legal mortgage over the Group’s investment properties (Note 15); and

  • (ii) Joint and several guarantees from the directors and shareholders of the Group in their personal capacities.

As at 30 June 2021, the weighted average effective interest rate of the loans is 6.25% (31 December 2020: ranged 2.48% to 4.18%). The amounts are repayable at the dates throughout to 2033.

– 22 –

24 PROVISIONS

At beginning of the period
Additions
At end of the period
Analysed as:
– Current
– Non-current
As at
30 June
2021
(unaudited)
S$
480,000

480,000
133,000
347,000
480,000
As at
31 December
2020
(audited)
S$ 389,000
91,000
480,000

480,000
480,000

Provisions for reinstatement cost were recognised for the expected costs associated with restoring the requirements of the lease contract, based on the estimated costs of dismantlement, removal and restoration to be incurred for yard spaces. The provisions is based on estimates made from historical data associated with reinstatement works incurred for similar properties, adjusted for the size of the properties.

25 DEFERRED TAX LIABILITIES

The following are the deferred tax liabilities recognised and the movements thereon:

At beginning of the period
(Credit) Charged to profit or loss for the period (Note 11)
At end of the period
As at
30 June
2021
(unaudited)
S$
426,500
(57,000)
369,500
As at
31 December
2020
(audited)
S$ 438,924
(12,424)
426,500

The deferred tax liabilities resulted from temporary taxable differences arising from accelerated depreciation in relation to capital allowance claims on qualified assets in accordance with prevailing tax law in Singapore.

– 23 –

26 SHARE CAPITAL

The shares of the Company were successfully listed on the Main Board of the Stock Exchange of Hong Kong Limited on 13 January 2021 by way of placement of 156,250,000 ordinary shares and public offer of 156,250,000 ordinary shares at the price of HK$0.40 per share (“Share Offer”).

Authorised share capital of the Company:
At 1 January 2019, 31 December 2019 and
at 1 January 2020
Increase on 18 December 2020 (Note a)
As at and 31 December 2020 and 30 June 2021
Issued and fully paid of the Company
1 January 2020
Issue of shares pursuant to the Reorganisation (Note
At 31 December 2020
Capitalisation issue (Note a)
Issue of shares under the initial public offering
At 30 June 2021
Number of
ordinaryshares
38,000,000
1,962,000,000
2,000,000,000
2)
Par Value
HK$ 0.01
0.01
Number of
ordinaryshares
1
78,124,999
78,125,000
937,500,000
234,375,000
1,250,000,000
Share capital
HK$ 380,000
19,620,000
20,000,000
Share capital
S$ —*
134,698
134,698
1,599,366
399,841
2,133,905
  • The amount is less than S$1.

Notes:

  • (a) Pursuant to the written resolution on 18 December 2020, it was resolved that the authorised share capital of the Company was increased from HK$380,000 divided into 38,000,000 Shares of par value of HK$0.01 to HK$20,000,000 divided into 2,000,000,000 Shares of par value of HK$0.01 each by the creation of 1,962,000,000 Shares of par value of HK$0.01 each; and conditional on the share premium account of the Company being credited as a result of the Share Offer, an amount of HK$9,375,000 which will then be standing to the credit of the share premium account of the Company be capitalised and applied to pay up in full at par a total of 937,500,000 shares for allotment, each ranking pari passu in all respects with the Shares then in issue.

– 24 –

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW AND PROSPECTS

The Group is a well-established logistics service provider in Singapore offering trucking, freight forwarding and VATS to our customers.

The Group has developed a reputation as an integrated logistics solution provider equipped with a vehicle fleet, logistics yards, and experienced management team.

As at 30 June 2021, the Group had a vehicle fleet comprising 51 prime movers, 499 trailers and three flat vans, and machineries comprising two reach stackers and two forklifts. Furthermore, we are operating three logistics yards of approximately 38,240 sq. m. for the provision of our open-yard storage services as part of our VATS.

The Company was successfully listed on the Main Board of the Stock Exchange on 13 January 2021. It represents an important milestone to the Group and will greatly benefit the Group’s further development in the future.

Prospects

Since the outbreak of the COVID-19, the Singapore government has taken emergency public health and safe distancing measures to reduce the risk of further local transmission of COVID-19. The measures include the closure of workplace premises and enhanced safe distancing measures. According to the Singapore Ministry of Trade and Industry (MTI), the Singapore economy grow by 14.7 per cent in second quarter of 2021 as compared to the similar period in 2020, with the container throughput for first half of 2021 increasing 5.0 % as compared to the similar period in 2020.

– 25 –

The logistics sector remains a key cornerstone of Singapore’s economy. Not only does it play a critical role in connecting various supply chains, it also supports the operational continuity of other industries. Recognised for its importance, it has been identified to be one of the recipients of pro-government policies by the Singapore government such as i) economic diversification; ii) Logistics Industry Transformation Map; and iii) Singapore’s Mega Port development. Singapore has also pivot itself as the main Southeast Asian for major alliances boost logistics opportunities with various joint venture efforts making Singapore the primary port of call for its services and main hub for major shipping lines and alliances.

FINANCIAL REVIEW

Revenue

Revenue increased by approximately 8.6% from approximately S$19.7 million for the six months ended 30 June 2020 to approximately S$21.4 million for the six months ended 30 June 2021. The increase was mainly attributable to the opening of global economy following better control of the COVID-19 situation by larger countries such as China, Europe and the United States of America following aggressive vaccination efforts.

Trucking services

Our Group’s trucking services revenue was approximately S$10.4 million and S$8.7 million for the six months ended 30 June 2020 and 2021 respectively. Trucking revenue consists of revenue from transportation fees in relation to the transportation of cargo. The decrease of S$1.7 million or 16.3% was mainly due to border restrictions imposed by the Singapore government to control the COVID-19 situation which has greatly impact the driver’s retention and recruitment efforts causing driver shortage, and the slowdown in customers importing COVID-19 essentials.

– 26 –

Freight forwarding services

Our Group’s revenue from freight forwarding services was approximately S$7.5 million and S$10.2 million for the six months ended 30 June 2020 and 2021 respectively. Revenue from freight forwarding services consists of fees from import and export freight forwarding arrangement (by either air or sea), local trucking and haulage to and from airport/seaport and customers/warehouses, as well as other related services such as cargo permit declaration and crating. Such revenue is mainly driven by the volume of goods, type of services provided, type of cargoes, among other factors. The increase of S$2.7 million or 36.0% was due to the recovery of the global trade from COVID-19.

VATS

Our Group’s revenue from VATS was approximately S$1.8 million and S$2.5 million for the six months ended 30 June 2020 and 2021 respectively. Revenue from VATS consists of openyard storage fees, stuffing and unstuffing fees and transportation fees for the container haulage between our logistics yard and our customers’ designated pick up and/or delivery points. Such revenue is primarily driven by land area that the containers are stored for. The increase of S$0.7 million or 38.9% was due to the revenue generated from the new logistics yard leased in June 2020.

Gross Profit and Gross Profit Margin

For the six months ended 30 June 2020 and 2021, we recorded a gross profit of approximately S$7.1 million and S$6.6 million respectively. The decrease of S$0.5 million or approximately 7.0% was due to the more competitive landscape caused by COVID-19 on the local trucking industry. The trucking revenue decreased by 16.3% while certain operational fixed costs remained constant, this impact was offset by the better performing freight forwarding and VATS segment with the new logistics yard leased in June 2020. Trucking services accounted for approximately 53.5% and 43.9% of our total gross profit for the six months ended 30 June 2020 and 2021 respectively. Freight forwarding services accounted for approximately 32.4% and 39.4% of our total gross profit for the six months ended 30 June 2020 and 2021 respectively. VATS accounted for approximately 14.1% and 16.7% of our total gross profit for the six months ended 30 June 2020 and 2021 respectively.

– 27 –

For the six months ended 30 June 2020 and 2021, we recorded a gross profit margin of approximately 36.0% and 30.8% respectively. Gross profit margin for trucking services were approximately 36.5% and 33.3% for the six months ended 30 June 2020 and 2021 respectively. The decrease in gross profit margin of trucking services was due to the decrease in trucking revenue by 16.3%. The border restrictions imposed by the Singapore government to control the COVID-19 situation has greatly impact the driver’s retention and recruitment efforts. Gross profit margin for freight forwarding services decreased from approximately 30.7% to 25.5% for the six months ended 30 June 2020 and 2021 respectively due to the more competitive landscape caused by the decrease in global freight prices with freight forwarders having to mark down accordingly to remain competitive. Gross profit margin for VATS decreased from approximately 55.6% to 44.0% for the six months ended 30 June 2020 and 2021 respectively. The decrease in gross profit margin of VATS was due to the increase in costs incurred in the new logistics yard leased in June 2020.

Other income

Our Group reported other income of approximately S$0.7 million and S$0.4 million for the six months ended 30 June 2020 and 2021 respectively. Other income mainly relates to government grants which mainly comprise of the Wage Credit Scheme, Productivity Innovation Credit, Temporary Employment Credit, Special Employment Credit, Jobs Support Scheme (“JSS”) and Foreign Worker Levy Rebates, interest income and rental income from investment properties. The JSS was introduced by the Singapore government in February 2020 to help businesses retain their local employees during the period of uncertainty caused by the outbreak of COVID-19 and the Group received grants under this scheme of approximately S$0.4 million and S$0.3 million for the six months ended 30 June 2020 and 2021 respectively.

Other gains and losses

Our Group reported other gains of approximately S$0.2 million for both the six months ended 30 June 2020 and 2021. Other gains and losses relate to gain on disposal of property and equipment, loss on disposal of intangible assets and net foreign exchange gains or losses.

– 28 –

Administrative expenses

Our Group reported administrative expenses of approximately S$3.9 million and S$4.6 million for the six months ended 30 June 2020 and 2021 respectively. Administrative expenses for our Group primarily consist of directors’ remuneration cost, staff cost, depreciation and amortisation expenses and other miscellaneous expenses. Directors’ remuneration cost includes Directors’ remuneration. Staff cost includes office staff salary, CPF contribution and bonuses. Depreciation and amortisation expenses include property depreciation, office equipment depreciation and software amortisation. Miscellaneous expenses include office expenses such as utility expenses, insurance expenses and office rental expenses as well as professional expenses such as audit and secretarial fees and other expenses. The increase in the administrative expenses of approximately S$0.7 million is mainly due to the increase in staff cost from a discretionary bonus provided to staff in recognition of their contribution to the successful listing of the Company on the Stock Exchange.

Income tax expense

As our operations are based in Singapore, the Group is liable to pay corporate income tax in accordance with the tax regulations of Singapore. Income tax expense of the Group amounted to approximately S$0.6 million and S$0.4 million for the six months ended 30 June 2020 and 2021 respectively. The decrease of approximately S$0.2 million or 33.3% was due to the decrease in profit before tax.

The statutory corporate tax rate in Singapore was 17% for the six months ended 30 June 2020 and 2021, while our corresponding effective tax rates were approximately 17.6% and 25.0% respectively. The higher effective tax rate for the six months ended 30 June 2020 and 2021 as compared to the statutory corporate tax rate in Singapore were mainly due to the listing expenses incurred in both periods which are non-deductible expenses for tax purpose.

Profit for the period

As a result of the foregoing, profit decreased by approximately S$1.7 million from approximately S$2.8 million for the six months ended 30 June 2020 to approximately S$1.1 million for the six months ended 30 June 2021. Net profit margin decreased from approximately 14.2% for the six months ended 30 June 2020 to approximately 5.1% for the six months ended 30 June 2021.

– 29 –

Interim dividend

The Board did not recommend a payment of an interim dividend for the six months ended 30 June 2021 (30 June 2020: S$2.0 million).

Liquidity and capital assets

The shares of the Company were successfully listed on the Main Board of the Stock Exchange on 13 January 2021 (the “Listing Date”) and there has been no change in capital structure of the Group since then. The capital structure of the Group consists of debt, which includes amount due to related parties, trade and other payables, lease liabilities and bank borrowings as disclosed in Notes 19, 21, 22 and 23, to the consolidated financial statements of the Group for the six months ended 30 June 2021, respectively, net of bank balances and cash and equity attributable to owners of the Group, comprising share capital and reserves.

Our primary uses of cash are to satisfy our working capital needs. Our working capital needs have been financed through a combination of funds generated from operations and bank borrowings. As at 31 December 2020 and 30 June 2021, we had bank balances and cash of approximately S$12.7 million and S$22.7 million respectively. Going forward, we expect to fund our working capital and other capital requirements with a combination of various sources, including but not limited to cash generated from our operations and short-term or long-term indebtedness.

The bank balances and cash of the Group, mainly denominated in S$, HK$ and US$, are generally deposited with authorised financial institutions. As at 30 June 2021, 41.5% (31 December 2020: 87.5%), 50.0% (31 December 2020: 0.1%) and 8.5% (31 December 2020: 12.4%) of the Group’s bank balances and cash was denominated in S$, HK$, and US$ respectively.

As at 30 June 2021, the Group had banking facilities with credit limit amounting to approximately S$1.1 million (31 December 2020: S$1.1 million). There was no unutilised credit facilities at the end of the period.

– 30 –

As at 30 June 2021, the gearing ratio of the Group, based on total interest-bearing liabilities (including bank borrowings and lease liabilities) to total equity (including all capital and reserves) of the Company was approximately 13.6% (31 December 2020: 22.7%). The decrease in gearing ratio was mainly attributable to the increase in equity from the listing offer.

Foreign currency exposure

The Group transacts mainly in Singapore dollars, which is the functional currency of all the Group’s operating subsidiaries. The Group retains a large part of its proceeds from the Share Offer in HK$. The Group currently does not have a foreign currency hedging policy but maintains a conservative approach to foreign currency management to ensure its exposure to fluctuations in foreign exchange rates is minimised.

Pledge of assets

The deposit of S$0.5 million (31 December 2021: S$0.5 million) is pledged as security with a financial institution to obtain letter of credit facilities with original maturity of 6 months to 1 year and being renewed automatically by month.

Significant investment held, material acquisitions and disposal of subsidiaries, associated companies or joint ventures

Apart from the Reorganisation in relation to the Listing (as set out under the section headed “History, Development and Reorganisation” of the prospectus of the Company dated 30 December 2020 (the “Prospectus”)), there were no significant investments held, material acquisitions or disposals of subsidiaries, associated companies or joint ventures by the Group during the six months ended 30 June 2021.

Save for the business plan as disclosed in the Prospectus, there was no plan for material investments or capital assets as at 30 June 2021.

Future plans for material investments or capital assets

Save as disclosed in the Prospectus, the Group did not have other future plans for material investments or capital assets as at 30 June 2021.

– 31 –

Employees and remuneration policy

As at 30 June 2021, the Group had a total of 151 employees (31 December 2020: 141 employees), including executive Directors. Total staff costs including Directors’ emoluments, salaries, wages and other staff benefits, contributions and retirement schemes in the six months ended 30 June 2021 amounted to approximately S$4.9 million (30 June 2020: approximately S$4.4 million). In order to attract and retain high quality staff and to enable smooth operation within the Group, the remuneration policy and package of the Group’s employees are periodically reviewed. The salary and benefit levels of the employees of the Group are competitive (with reference to market conditions and individual qualifications and experience). The Group provides adequate job training to the employees to equip them with practical knowledge and skills. Apart from central provident fund and job training programs, salaries increment and discretionary bonuses may be awarded to employees according to the assessment of individual performance and market situation. The emoluments of the Directors have been reviewed by the remuneration committee of the Company, having regard to the Company’s operating results, market competitiveness, individual performance and achievement, and approved by the Board.

Capital commitments and contingent liabilities

As at 30 June 2021, the Group had no capital commitment and contingent liabilities.

Use of proceeds

On the Listing Date, the shares of the Company (the “Shares”) were listed on the Main Board of the Stock Exchange. The Group intends to apply the net proceeds from the issuance of 312,500,000 Shares at the offer price of HK$0.40 per Share in accordance with the proposed applications as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus. After deducting share issuance expense and professional fee relating to the Share Offer, the net proceeds amounted to approximately HK$41.5 million (equivalent to approximately S$7.2 million).

– 32 –

The below table sets out the proposed applications of the net proceeds:

Strategic Acquisition
Expansion of our fleet in relation to
our trucking services segment
Increase and strengthen our freight
forwarding services segment
Purchase of an accounting and
operations system
Working capital and other general
corporate purposes
Percentage of
netproceeds
%
42.6%
39.7%
6.1%
11.1%
0.5%
100%
Planned usage
of net
proceeds
HK$ million
(approximately)
17.7
16.5
2.5
4.6
0.2
41.5
Utilised
net proceeds
up to the
date of this
announcement
HK$ million
(approximately)


0.7

0.1
0.8
Unutilised
net proceeds
up to the
date of this
announcement
HK$ million
(approximately)
17.7
16.5
1.8
4.6
0.1
40.7
Expected timeline
for utilising the
remaining proceeds
Before 31 December 2021
Before 31 December 2023
Before 31 December 2023
Before 30 June 2022
Before 30 June 2022

The Company is presently looking at perspective targets. Bearing unforeseen circumstances and adaptability of business to COVID-19, we expect more time to establish collaboration and planning for due diligence on acquisition targets and trucking fleet expansion.

Events after the reporting period

Save as disclosed in elsewhere in this announcement, there are no significant events affecting the Group which have occurred after the six months ended 30 June 2021 and up to the date of this announcement.

Compliance with the model code for securities transactions by directors of listed issuers (the “Model Code”)

The Company has adopted the Model Code as rules governing dealings by the Directors in the listed securities of the Company on 13 January 2021. Based on specific enquiry with the Directors, all the Directors have compiled with the required standards as set out in the code conduct and the Model Code since the Listing Date and up to the date of this announcement.

– 33 –

Corporate governance

During the six months ended 30 June 2021, the Company complied with the code provisions as set out in the Corporate Governance Code (the “CG Code”) in Appendix 14 of Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) except for the following deviation:

CG Code A.2.1

The Company is aware of the requirement under paragraph A.2.1 of the CG Code that the roles of chairman and chief executive should be separated and should not be performed by the same individual. The Company does not separately have any officer with the title of “chief executive”. Mr. Ng Choon Eng, the chairman, executive Director and chief executive officer of the Company, is also responsible for the leadership and effective running of the Board, ensuring that all material issues are decided by the Board in a conducive manner. The Board will meet regularly to consider major matters affecting the operations of the Group. The Board considers that this structure will not impair the balance of power and authority between the Board and the management of the Company. The roles of the respective executive Directors and senior management, who are in charge of different functions complement the role of the chairman and chief executive. The Board is of the view that this structure provides the Group with strong and consistent leadership, facilitates effective and efficient planning and implementation of business decisions and strategies, and ensures the generation of shareholders’ benefits.

The Board shall nevertheless review the structure from time to time to ensure appropriate measures would be taken should suitable circumstance arise.

Purchase, sale or redemption of the Company’s listed securities

Since 13 January 2021, being the Listing Date, and up to the date of this announcement, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company.

– 34 –

Audit committee

The audit committee of the Company has reviewed the Group’s unaudited consolidated financial statements for the six months ended 30 June 2021 and discussed with the management of the Company on the accounting principles and practices adopted by the Group with no disagreement by the audit committee of the Company.

The Group’s consolidated financial statements for the six months ended 30 June 2021 have not been audited and reviewed by the auditors of the Company.

Publication of interim results announcement and interim report

This announcement will be published on the websites of the Stock Exchange at www. hkexnews.hk and the Company at www.legionconsortium.com. The interim report of the Company for the six months ended 30 June 2021 will be dispatched to the shareholders of the Company and made available on the websites of the Stock Exchange and Company in due course.

By Order of the Board

Legion Consortium Limited

Ng Choon Eng

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 26 August 2021

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Ng Choon Eng and Mr. Ng Kong Hock; and three independent non-executive Directors, namely Mr. Wong Kwun Ho, Mr. Ho Wing Sum, and Mr. Yeo Teck Chuan.

– 35 –