BUSINESS OF THE TARGET GROUP - HKEX :: HKEXnews
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP OVERVIEW The Target Group principally engages in manufacturing and sale of varieties of standardised and customised green precast concrete wall panel system and sale of related accessories and building materials with headquarters in Singapore and production plant in Johor Bahru, Malaysia. According to the Frost and Sullivan Report, the Target Group is the leading precast hollow-core concrete wall panel provider in Singapore in terms of revenue and has covered approximately 51.3% of the market share (in terms of revenue generated from both domestic and export sales) in Singapore in 2020. Precast concrete wall panel is considered as one of the building materials for green buildings. Green building materials usually composed of renewable, sustainable and recycled ingredients. The Target Group’s green light-weight precast concrete wall panels are primarily manufactured from recycled materials including RCA and quarry dust, other materials including cement and sand with minimum waste generated and have become an essential construction material for green buildings. Apart from its wall panel system, the Target Group also sells wall panel related accessories which are used in conjunction with the Target Group’s precast wall panel systems at their installation and application. The Target Group also sells lightweight expanded clay aggregate manufactured by its supplier to its customers. As at the Latest Practicable Date, the Target Group has 3 automated production lines and 3 manual production yards in its production plant in Johor Bahru, Malaysia, and together with its headquarters in Singapore, has 119 staff and workers. At present, five series of products of the Target Group are with rating of leader (4 Ticks, which is the highest rating) by SGBC, and the green precast concrete wall panel of the Target Group is the only hollow-core lightweight concrete wall panel product certified with leader (4 Ticks). The Target Group’s green precast concrete wall panels are also awarded with the Singapore Green Label for “Eco-Friendly Building Material” by the Singapore Green Labelling Scheme Secretariat since 2014. Also, the Target Group has been on the HDB’s list of material suppliers since 2014. The Target Group’s production process was accredited with ISO 9001:2008, ISO 14001:2004 and ISO 45001:2018 certifications. Since its inception in 2006, the Target Group has established a solid presence in the Singapore and Malaysia markets and the Target Group mainly derives revenue from manufacture and sale of green precast concrete wall panel system and related accessories and building materials. To (i) further strengthen its market position and seek sustainable growth; (ii) diversify its revenue stream; and (iii) reduce reliance on any single geographical market, the Target Group commenced seeking opportunities to expand the geographical reach of its products in 2017. Having considered the substantial investment costs and capital commitments and management attention required for setting up its own production plant(s) in new geographical markets, the Target Group believes that expansion via the franchise model would enable the Target Group to rapidly scale up its market presence without over-leveraging its capital for building up new production plants and investing in new equipment and hence reducing its financial and operational risks. As such, the Target Group commenced its franchise – 144 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP arrangement in Batam, Indonesia in 2017. Currently, the Target Group has three franchise arrangements covering Indonesia (Jakarta), Cambodia and the PRC whereby the Target Group grants its franchisees the right to set up their own production plants for the manufacturing and sales of precast concrete wall panel system and related accessories using the Target Group’s operation methods, knowhow, registered patents and the trademark “ ” in the designated franchised territories. With the commencement of the franchise business whereby the Target Group’s franchisees have/will set up their own production plants in the franchised territories, the Target Group is able to refer to its franchisees such customers and/or projects procured by the Target Group in the franchised territories and generates referral income. Furthermore, in order to introduce the Target Group’s products and their application to new customers in new markets, upon customer’s request, the Target Group provides its customers with drawings and/or designs to demonstrate the installation of concrete precast wall panels and recognises a design fee. For the five years ended 31 December 2020 approximately 97.4%, 87.1%, 60.6%, 58.6% and 71.8% of the Target Group’s total revenue was generated from Singapore, respectively, and approximately 2.6%, 2.6%, 8.5%, 11.1% and 6.4% was generated from Malaysia, respectively. In addition, approximately 10.3%, 25.6%, 30.3% and 3.0% of the Target Group’s total revenue was generated from Indonesia for the year ended 31 December 2017, 2018, 2019 and 2020, respectively and approximately 5.3% and 9.4% of the Target Group’s total revenue was generated from Cambodia for the year ended 31 December 2018 and 2020, respectively. In addition, approximately 9.4% of the Target Group’s total revenue was generated from the PRC for the year ended 31 December 2020. The Target Group’s total revenue for the five years ended 31 December 2020 was approximately S$24.8 million, S$19.6 million, S$21.5 million, S$24.3 million and S$17.1 million, respectively. The Target Group’s net profit for the five years ended 31 December 2020 was approximately S$6.8 million, S$2.3 million, S$3.2 million, S$3.4 million and S$2.8 million, respectively. On the other hand, the Target Group recorded [REDACTED] expenses which are the expenses relating to the Acquisition and the [REDACTED], and are substantially non-recurring in nature of approximately S$[REDACTED], S$[REDACTED], S$[REDACTED], S$[REDACTED] and S$[REDACTED] for the five years ended 31 December 2020, respectively. Without taking into account the [REDACTED] expenses, the Target Group would record profit for the year of approximately S$8.1 million, S$4.3 million, S$4.1 million, S$5.7 million and S$3.9 million for the five years ended 31 December 2020, respectively. Please refer to the section headed “Financial Information of the Target Group – Results of Operations – Non-IFRS measures” in this document for further details. – 145 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP To improve the Target Group’s financial performance going forward, the Target Group will continue to (a) enhance its leading position in the Singapore market by attracting its potential customers to use the Target Group’s precast wall panel systems instead of AAC panels; (b) penetrate into the Malaysia and Southeast Asia markets where it is expected that market demand for precast wall panels will increase with the increased adoption of precast wall panels in line with the rising trend of green building construction; (c) expand its production capacity to cope with the growth in Malaysia and other Southeast Asia markets; (d) strengthen its sales network and diversify customer base; (e) enhance its range of product offering; and (f) adopt a prudent financial management policy to control its operating costs. Furthermore, the Target Group will continue to further develop its franchise model and enter into more franchise arrangements with potential local market players. The Target Group will also continue to refer to its franchisees such new customers and/or projects procured by the Target Group in the franchised territories and generate referral income. Please refer to the paragraph headed “Business Objectives, Strategies and Future Plans” below for further details. The Target Group recorded accumulated losses as at 1 January 2014, which were primarily attributable to losses incurred prior to the relocation of the Target Group’s manufacturing operation from Singapore to Malaysia in 2012. Prior to the relocation, the financial performance of the Target Group was affected (and limited) by its then existing scale of operation in Singapore, which to the best knowledge of the proposed Directors, only has a maximum annual production capacity of approximately 624,000 m 2 and an actual production volume of 500,000 m 2 for the year ended 31 December 2011. With limited scale of operation at that time, the Target Group was unable to generate sufficient sales to cover its then operating costs, thus recording losses from its operations. Recognising the limitations associated with the lack of production scale, the Investors decided to relocate the Target Group’s manufacturing operation to Malaysia in 2012, following which continuous investments/expenses were required to fine-tune and expand the then new manufacturing plant in Malaysia, thus affecting the financial performance of the Target Group in 2013. Notwithstanding the initial losses incurred, with the completion of installation of additional production lines, the Target Group’s operating scale has expanded after the relocation. The Target Group’s annual production capacity increased from approximately 0.9 million m 2 in 2014 to approximately 1.7 million m2 in 2018. Furthermore, with the continuous capital investment, the Target Group’s first automated production line commenced production in September 2013 with three manual production yards commenced production in 2014 and two more automated production lines commenced production in 2016 and 2017, respectively, which in turn, improved the production capacity and operating efficiency. Hence, the Target Group’s actual production volume also increased from approximately 0.7 million m 2 in 2014 to approximately 1.1 million m 2, 1.2 million m 2, 1.0 million m 2, 1.1 million m 2 and 1.1 million m 2 in 2015, 2016, 2017, 2018 and 2019, respectively. Despite a temporary suspension of the Target Group’s Malaysia production plant from mid-March to May 2020 where production only resumed to normal level in September 2020, the Target Group was still able to produce approximately 0.7 million m 2 precast concrete wall panels in 2020. – 146 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP The increase in production capacity and operating efficiency enabled the Target Group to take up more projects and larger orders with its growing track record. Coupled with the receiving of further qualifications and certifications during the Track Record Period, such as the Material Supplier (HDB Approved) qualification in July 2014 and the Excellence Rating (3 Ticks) Certificate under Precast Heading in March 2016 and the Leader Rating (4 Ticks) in April 2018, the Target Group was able to generate significantly improved sales from 2014 onwards, and the Target Group’s eventually becomes the leading precast hollow-core concrete wall panel provider in Singapore in terms of revenue. Such growth in revenue, coupled with the decrease in the monthly costs of labour from approximately S$1,000 (unaudited) in 2011 to approximately S$637 in 2020, also translated to the improvement in financial performance of the Target Group when comparing with that prior to 1 January 2014. COMPETITIVE STRENGTHS The proposed Directors believe that the Target Group’s competitive strengths set out below have driven growth in its business and financial performance. Leading green precast hollow-core concrete wall panel system provider in Singapore with an established track record According to the Frost and Sullivan Report, the Target Group is the leading precast hollow-core concrete wall panel provider in Singapore in 2020 in terms of revenue and it has approximately 51.3% of the market share (in terms of revenue generated from both domestic and export sales) in Singapore in 2020. During the Track Record Period, the Target Group has supplied its precast concrete wall panel system to various main contractors and sub-contractors for over 750 completed commercial, industrial, residential and institution building construction projects in Singapore, Malaysia and Indonesia, etc. As at the Latest Practicable Date, the Target Group’s precast concrete wall panel system were used in 183 on-going building construction projects. The Target Group’s track record in its technological leadership and expertise in the industry is also reflected from its accreditations and awards as set out in the paragraph headed “Qualifications, Licences and Certifications” below. At present, five series of products of the Target Group are with rating of leader (4 Ticks, which is the highest rating) by SGBC, and the green precast concrete wall panel of the Target Group is the only hollow-core lightweight concrete wall panel product certified with leader (4 Ticks), after passing SGBC’s all-round assessment on, among other things, the products’ quality, strength, content and carbon footprint, as well as being able to demonstrate its track record and production process had met the required standards in respect of production volume, waste and environmental management and quality control. The Target Group’s precast concrete wall panel system was also awarded the Singapore Green Label for “Eco-Friendly Building Material” by the Singapore Green Labelling Scheme Secretariat since 2014. The Target Group is also on the HDB’s list of material suppliers, which means that the Target Group’s wall panel system has met the HDB’s – 147 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP requirements and can be used in projects undertaken by HDB. The Target Group’s production process was accredited with ISO 9001:2008, ISO 14001:2004 and ISO 45001:2018 certifications, which certified the Target Group’s contribution to sustainable development and environmental preservation. Well positioned to capture the growth opportunities in green buildings in Singapore and Malaysia The Target Group is engaged in manufacturing of green precast concrete wall panels, a type of concrete manufactured from recycled waste and sustainable materials and one of the essential construction materials for green buildings. Green buildings are buildings constructed using processes that are resource-efficient with environment-friendly features. The Target Group’s history can be traced back to 2006 and can be considered as a market pioneer after the Singapore Government first rolled out its green building movement in 2005. Approximately 97.4%, 87.1%, 60.6%, 58.6% and 71.8% of the Target Group’s revenue was generated from the Singapore market for the five years ended 31 December 2020, respectively. The Singapore Government has demonstrated great commitment by rolling out a comprehensive suite of green initiatives and policies, among which development of green buildings is one of the top on the agenda. Since 2005, the Singapore Government has begun the green building movement and has launched three Green Building Masterplans in 2005, 2009 and 2014 respectively, with an aim to have at least 80% of the buildings in Singapore to be green by 2030. According to the Third Green Building Masterplan issued by BCA in 2014, it is the Singapore Government’s intention to rationalise and tighten the standards to mandate a structured approach towards adoption of green materials for building projects. BCA has adopted the BCA Green Mark Scheme, a green building rating system to evaluate a building for its environmental impact and performance. By using the Target Group’s green precast concrete wall panel system, property developers’ construction projects can score higher points under both the BCA’s Buildability Score and the BCA Green Mark appraisal system than using traditional building materials such as bricks and blocks. According to BCA, the number of Green Mark building project has seen significant growth from around 732 in 2010 to over 3,500 in 2020 with a total gross floor area of over 115 million m2. According to Frost & Sullivan, as of end of 2020, more than 41% of building projects’ Gross Floor Areas in Singapore have met the green buildings standards. According to the Frost and Sullivan Report, with the Singapore Government’s green policy and increasing focus on sustainable development, increasing number of property developers, consultants and construction companies design and build their buildings with sustainability, the environmental and safety and health concepts. This encourages the use and promote the sales of green building materials and encourages manufacturers to innovate greener building materials. Also, the application of precast concrete panels in Singapore had seen a significant growth these years. – 148 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP On the other hand, there was also increasing adoption of IBS in both public and private sectors in Malaysia. According to the MIDA, 70% of target public projects with value of RM10 million and above achieved IBS score of 70 while only 15% of target private projects scored 50 in IBS score, as at October 2018. CIDB has put a great effort to promote the IBS application in building construction, mainly through training and incentives programme, resulting in higher usage of precast materials including precast concrete panels. For instance, to enhance the IBS adoption rate, MIDA has put forward encouragement policy in January 2021. According to MIDA, companies that produce at least three basic components of IBS or IBS systems that use at least three basic IBS components are eligible for the incentive tax allowance of 60% on qualifying capital expenditure incurred within five years, which can be set off against 70% of statutory income for each year of assessment. The encouragement policy will contribute to higher usage of precast materials including precast concrete panels. Besides, the Green Building Index, a rating system to assess the environmental design and performance of buildings in Malaysia, was also developed with an aim to promote green buildings in Malaysia. Accelerated Capital Allowance (ACA) and IBS Promotion Fund are also offered by LHDN and SME Bank respectively to support the purchase of fixed assets including equipment for manufacturing of IBS. This encourages the use of green building materials to improve energy efficiency. The proposed Directors believe that the Target Group is well positioned to capture the growth opportunities in the green building markets in Singapore and Malaysia as the business model of the Target Group perfectly aligned with the governments’ policies as the Target Group’s green precast concrete wall panel system are sustainable green building materials and require little or no maintenance and recyclable at the end of their use. The Target Group will hence be benefited from the immense business opportunities brought about by such green building movement in both Singapore and Malaysia with the unwavering governmental supports. Benefited from the Singapore/Malaysia cross-border advantages and convenient transportation network For the five years ended 31 December 2020, approximately 97.4%, 87.1%, 60.6%, 58.6% and 71.8% of the Target Group’s revenue was generated from the Singapore market, respectively, while the Target Group’s production plant is located at Johor Bahru, Malaysia, which is just 30 km from the Malaysia-Singapore border. The Target Group’s customers and suppliers can conveniently access to Target Group’s production plant by road. The map below illustrates the approximate location of Singapore, where the Target Group’s headquarters is located and most of the Target Group’s revenue are generated, and the Target Group’s production plant in Johor Bahru, Malaysia. Senai Production Plant Ayer Tawar Skudai ud d JOHOR o h or River Pasir Gudang J Tekong Island SINGAPORE CHANGI Headquarters it tra Johor S TUAS DOWNTOWN CORE Jurong Island – 149 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP Johor Bahru is the chief gateway between Malaysia and Singapore. The transportation network in Johor Bahru was further expanded over the past few years with the Iskandar Coastal Highway, the Eastern Dispersal Link and the Senai-Pasir Gudang-Desaru Highway has significantly reduced journey times to and from Johor Bahru and Singapore. The Target Group shifted its manufacturing operation to Malaysia from Singapore in 2012. The Target Group takes the advantage of Malaysia’s comparatively lower costs of labour, utilities and land values but also makes itself easily to access the Singapore market which generally the Target Group’s wall panel can be sold at a higher price hence to enjoy a higher profit margin. Further, the Target Group was entitled to various tax reliefs and incentive in Singapore and Malaysia, including but not limited to the Productivity and Innovation Credit (PIC) Scheme in Singapore and incentive offered by MIDA in Malaysia during the Track Record Period, details of which are set out in the section headed “Financial Information of the Target Group – Principal Components of Results of Operations – Income tax” in this document. Well-established long-term relationship with customers, suppliers and authorities Through the provision of consistently high quality products and after sales services, the Target Group has established a strong and diversified customer base with over 300 customers during the Track Record Period and has become one of the key suppliers of precast concrete wall panels of some of its customers while many of them are repeated customers. As a market leader of the precast hollow-core concrete wall panel industry, the Target Group is well-known to the construction industry market players including property developers, architects and consultants, main contractors and sub-contractors in Singapore, some of whom the Target Group have had a business relationship with for up to 10 years. The Target Group has developed an extensive procurement network by leveraging on its experience in the industry and building long-term business relationship with suppliers. The Target Group has worked with its key suppliers of principal raw materials for more than three years. In addition, the Target Group works closely with the authorities in Singapore and Malaysia. In Singapore, the Target Group was invited by SGBC to participate in various industry branding and marketing events and activities and consultation programme, as well as to demonstrate its products to various authorities including BCA. In Malaysia, the Target Group was invited by CIDB to participate in the publication of handbook and to organise various training programmes and workshops in relation to the installation of IBS and the establishment of the relevant national occupational skill standard. The capability to customise products to fit customers’ specific needs and requirements The Target Group is able to differentiate itself from its competitors by providing not only a single standard size of concrete wall panel but providing customised precast concrete wall panel with different specifications, including but not limited to the length, number and diameter of hollow cores, as well as technical solutions to address its customers’ specific needs and requirements. The Target Group is the only green precast concrete wall panel provider in Singapore able to customise the length of the precast concrete wall panels to up to 6.5 metres long to the best knowledge of the proposed Directors. The customised wall panels are ready to – 150 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP form walls in accordance with the consultant’s designs, hence saving customers’ time and labour spent at the construction sites and enhancing installation and operational efficiency. Generally both commercial and industrial buildings are designed with higher ceiling and height hence require more long customised wall panels to be used as vertical walls. The proposed Directors believe that the Target Group’s capabilities in customisation shall provide greater flexibility in terms of the construction works’ design and shall enhance the efficiency of construction and the same have contributed to the Target Group’s reputation and track record. Technological innovation and research and development capabilities The Target Group has been dedicated to the research and development of green and recycled materials for buildings and constructions since its incorporation. The Target Group places significant emphasis on research and development to keep pace with the technological developments in the building and construction material industry as well as to defend its competitive position. With a minimum of 30% recycled material in its content, five series of products of the Target Group are with rating of leader (4 Ticks, which is the highest rating) by SGBC, and the green precast concrete wall panel of the Target Group is the only hollow-core lightweight concrete wall panel product certified with leader (4 Ticks). The Target Group’s green precast concrete wall panels are also accredited as a Singapore Green Label product as an “Eco-Friendly Building Material”. The Target Group has established its research and development team with an aim to enhance its ability to offer innovative and effective solutions to meet evolving market demands. The Target Group’s research and development department comprised of 6 and 2 technical staff based in Malaysia and in Singapore respectively as at the Latest Practicable Date. Four of the technicians focus on research and development projects and a majority of them hold qualifications at college degree or above. Through its continuous research and development efforts, as at the Latest Practicable Date, the Target Group had 2 registered designs in Singapore, one registered patent in the United States of America and was applying for the registration of 2 patents in Malaysia and Indonesia. During the Track Record Period, the Target Group cooperated with an European institution to develop light-weight aggregate materials to be used in its production as well as to develop possible new concrete wall products. Moreover, since September 2020, the Target Group has engaged an independent consultant to provide consultancy services on the research and development of product enhancement and development. To achieve the aforementioned aim, the Target Group has incurred approximately S$137,000, S$184,000, S$142,000, S$166,000 and S$311,000 for the five years ended 31 December 2020, respectively, and it is expected that the Target Group will allocate no less than S$800,000 for the year ending 31 December 2021. The Target Group’s green precast concrete wall panel system has proven to be lighter in weight, create less waste and more efficient to install, but at the same time offers better or similar level of strength and robustness as compared to traditional construction materials. The Target Group’s precast concrete wall panel scores 0.85 for the Labour Saving Index, which is a component for calculating the buildable design score of the wall system under the Code of Practice on Buildability issued by BCA. The brick wall scores as low as zero for the Labour Saving Index, and attracts demerit points in calculating the overall buildable design score of – 151 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP the wall system. The proposed Directors believe that the technologies the Target Group possesses enable it to differentiate its products from competitors’ products in terms of performance and operation and cost efficiency and hence stand ahead of its competitors in the market. Well-designed processing flow with an experienced and cost effective workforce The Target Group has strived for continuous optimisation in its 3 automated production lines and 3 manual production yards and has continuously fine-tuning its manufacturing and processing flow of its production plant to maximise the utilisation and effectiveness of machineries and labour force. The result of the Target Group’s contribution and dedication was proven by its certification of ISO 9001:2008 for its improvement in its production plant’s efficiency of manufacturing as well as the quality and safety of its concrete wall panels. The Target Group also believes in investing in its people. Apart from its effort in attracting and retaining capable personnel, particularly experienced technicians familiar with the production processes, the Target Group has also established a comprehensive training programme to keep the workforce properly skilled. Dedicated and experienced management team The senior management team of the Target Group has extensive management and operational experience in the business of property development, construction and building materials. The Target Group’s experienced management team under the leadership of its founder and a proposed executive Director, Mr. Widjaja, who has led the Target Group through rapid growth and expansion since its establishment in 2006. Mr. Widjaja has over 20 years of experience in distribution and international trading with companies in Southeast Asia and has established a number of companies in the field of manufacturing, distribution and construction development. Ms. Lim and Ms. Limarto, both proposed executive Directors, have joined the Target Group for over 15 years and 10 years respectively. Mr. Ng Eng Hong, a proposed executive Director and the technical director, has over 20 years of experience in the construction industry and had worked with a regional property developer in Singapore. Mr. Wong Tang Thomas, a proposed chief risk officer has around 20 years of experience in the banking industry with a focus in risk management and control. Please refer to the section headed “Directors and Senior Management of the Enlarged Group” in this document for details of the Target Group’s directors and senior management team. – 152 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP BUSINESS OBJECTIVES, STRATEGIES AND FUTURE PLANS The Target Group intends to continue strengthening its leading market position in Singapore with enhanced production facilities in Malaysia, as well as expanding its business in Malaysia and other countries in Southeast Asia by implementing the following strategies: Enhance leading position in existing Singapore market and to penetrate into the Malaysia and Southeast Asia markets Being the market leader in the hollow-core concrete wall panel industry with significant presence in Singapore, the Target Group can leverage on its position and experience to capitalise on the immense business opportunities arising from the development of green buildings in the region. The outlook of green building and construction material industry in the region remains strong, on the back of government initiatives and policies in promoting and accelerating the pace of developing green cities. The Target Group will leverage on its successful experience in Singapore and will aim to expand its business to other regional markets in Southeast Asia, such as Indonesia, in particular increase its market share in Malaysia with a primary focus on the Johor Bahru, Kuala Lumpur and Indonesia markets. According to the Frost and Sullivan Report, from 2015 to 2020, the GDP per capita of Malaysia has been growing steadily. The nominal GDP of Malaysia has increased from RM1,176.9 billion in 2015 to RM1,415.2 billion in 2020, representing a CAGR of 3.8%. Malaysia had demonstrated a steady growth in population from 31.2 million in 2015 to 32.9 million in 2020 and it is forecasted that population will continue to grow, leading to a growing domestic demand in various industries. The total value of construction work done in Malaysia has recorded a significant growth from RM114,943 million in 2015 to RM146,370 million in 2019 where due to the outbreak of COVID-19, the total value of construction work done in Malaysia declined to RM117,918 million in 2020. Between 2015 and 2020, construction work done for civil engineering revealed the highest growth which indicating the strong demand for precast concrete panel in Malaysia. Likewise, according to the Frost and Sullivan Report, Indonesia is on the rising trend of green building construction since the establishment of Indonesia Green Building Council and also the Greenship rating system. Certain tax allowance and incentives are offered for the development of green building and business areas that contribute to environmental preservation. The Indonesia market of precast concrete wall panels by value grew significantly from IDR5,563.6 billion in 2015 to IDR8,611.6 billion in 2020, representing a CAGR of 9.1%. Frost & Sullivan forecasts that the Indonesia market will grow at a CAGR of 12.4%, reaching IDR14,330.9 billion in 2025. The proposed Directors expect to conduct more business in other regional markets in Southeast Asia (excluding Singapore), such as the Malaysia and Indonesia markets in the next 12 months. – 153 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP The Target Group will gradually increase the production capabilities, strengthen its sales network and enhance its presence in Malaysia in the future to meet the demand driven by the growth in Malaysia and Indonesia markets. Also, the Target Group will continue to focus on manufacturing and sales of high quality products which cater for customers’ specific requirements and needs to differentiate itself from competitors, and strive to enhance its pre-sales service, logistics and after-sales services. Expand the production capacity to cope with the growth in Malaysia and other Southeast Asia markets The annual production capacity of the Target Group’s production plant for the year ended 31 December 2020 is approximately 1.7 million sq.m. and its average utilisation rate for the five years ended 31 December 2020 was approximately 87.6%, 61.8%, 68.2%, 66.8% and 42.5%, respectively. The substantially low utilisation rate of approximately 42.5% for the year ended 31 December 2020 was primarily due to the temporary suspension of the Target Group’s production plant from mid-March to May 2020 as a result of the outbreak of COVID-19 and the production has only gradually resumed since June 2020 and has resumed to the normal level since September 2020 where the monthly utilisation rate ranged from approximately 58.4% to 62.0% in September to December 2020. To meet the growing demand arising from both the existing and new markets in particular the expected growth in revenue generated from the Malaysia and other Southeast Asia markets in the next 12 months and to better position itself in the market with the Target Group’s newly introduced precast concrete wall panel system which are lighter and have higher fire-proofing performance, the Target Group will seek to increase its production capacity and enhance its production efficiency to cater for the production of the new products which entails the use of a design concrete mix which is distinct to the Target Group’s other lines of products. The Target Group has acquired a parcel of land near its existing production plant in Johor Bahru, Malaysia in February 2017 for which the Target Group intends to streamline the production process of its existing production plant by adding and relocating the equipment and machinery for the production of new products to the new parcel of land, while 2 new production yards with new machineries and equipment are intended to be added to the existing production plant with an aim to increase the maximum annual capacity to approximately 1.9 million sq.m. and to segregate the production processes of the new products from other lines of products. It is expected that the expansion plan will be completed by the second half of 2021 with an estimated budget of RM15 million (equivalent to approximately S$4.9 million translated at the exchange rate of S$1:RM3.04), which is funded by the Target Group’s internal funding, bank borrowings and, if necessary, potential future fund raising activities. To fund the expansion plan, the Target Group obtained a S$5.7 million 15-year term loan from a bank in Singapore which carries an interest rate of 1.1% per annum above the lending bank’s cost of funds for interest period of one month. As at the Latest Practicable Date, over 99% of the term loan has been drawn down. Expand the geographical reach via franchising arrangements and referral arrangement To (i) further strengthen its market position and seek sustainable growth; (ii) diversify its revenue stream; and (iii) reduce reliance on any single geographical market, the Target Group commenced seeking opportunities to expand the geographical reach of its products in 2017. – 154 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP As Mr. Widjaja and Ms. Lim, the Target Group’s founders, and Ms. Limarto, who is responsible for the Target Group’s sales and marketing, are Indonesian, the Target Group hence decided to first expand into the Indonesia market and then to other Southeast Asia markets. In 2017 and 2018, the Target Group began to sell its products to customers in Indonesia and Cambodia, respectively. Indonesia is a country with enormous geographical coverage which has a total land area of approximately 1,905,000 km2 and extends about 5,120 km from east to west and about 1,760 km from north to south. Given the transportation difficulties associated with the panels manufactured due to their large size and weight (and hence involved high transportation costs), the geographical reach of the Target Group’s existing production plant is limited and is generally expected to serve its immediate neighbouring areas (via land within a radius of 100 km) in order to operate in a cost-effective manner (and hence enable the Target Group to set a competitive price for its products). Having considered the substantial investment costs and capital commitments and management attention required for setting up its own production plant(s) in new geographical markets, the Target Group believes that expansion via the franchise model would enable the Target Group to rapidly scale up its market presence without over-leveraging its capital for building up new production plants and investing in new equipment and hence reducing its financial and operational risks. As such, the Target Group commenced its franchise arrangement in Batam, Indonesia in 2017. Currently, the Target Group has three franchise arrangements covering Indonesia (Jakarta), Cambodia and the PRC whereby the Target Group grants its franchisees the right to set up their own production plants for the manufacturing and sales of precast concrete wall panel system and related accessories using the Target Group’s operation methods, knowhow, registered patents and the trademark “ ” in the designated franchised territories. With the commencement of the franchise business whereby the Target Group’s franchisees have/will set up their own production plants in the franchised territories, the Target Group is able to refer to its franchisees such customers and/or projects procured by the Target Group in the franchised territories and generates referral income. In this regard, the Target Group entered into a one-year master referral agreement with Franchisee B in April 2020, which has been extended to last until 14 October 2021 (i.e. the expiry of the initial 2-year term of the Franchise Agreement (Jakarta)), and provisions relating to referral arrangements have been included in the Franchise Agreement (Cambodia) and the Franchise Agreement (PRC) and the same would be included in all future franchise agreements. In November 2020, JOE Green MKT Singapore entered into the MOU with the Proposed Franchisee in relation to the proposed appointment of the Proposed Franchisee as the Target Group’s new franchisee in Indonesia. It is currently expected that definitive agreement for the Proposed Franchise Arrangement will be entered into on or before 1 August 2021 and the Proposed Franchise Arrangement is expected to commence in the second half of 2021. Apart from Indonesia, the Target Group intends to, via the business connections of the Target Group’s business partners, explore franchise opportunities in nearby Asia territories. In formulating its – 155 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP expansion plan, the Target Group will take into account factors such as expected market demand and growth, degree of competition, availability of substitutes, entry barriers and applicable rules and regulations governing franchise arrangements. Going forward, the Target Group will continue to further expand its business into new geographical markets via the franchise model and select its franchisees based on a number of criteria, including, among others, its local knowledge and experience in the industry, network, financial resources, reputation and location. The Target Group generated franchise related income of approximately S$4.3 million and S$3.7 million for the year ended 31 December 2019 and 2020, representing approximately 17.6% and 21.8% of the Target Group’s total revenue for the respective year, respectively. For the year ended 31 December 2019, the Target Group recognised referral income of S$2.4 million, representing approximately 9.9% of the Target Group’s total revenue for that year. Please refer to the paragraph headed “Franchise Arrangements and Referral Arrangement” in this section for further information on the franchise arrangements and referral arrangement. Continue to strengthen sales and market strategies and to diversify customer base As mentioned above, the Target Group aims to expand its business and presence to other regional markets following its successful experience in Singapore. The Target Group intends to strengthen its sales network by building on the closer relationship with property developers, consultants and its key existing customers including main contractors and sub-contractors which have presence in both Singapore and Malaysia, as well as expanding and developing new customer base in the regional market, in particular focusing primarily on the Johor Bahru and Kuala Lumpur markets. To do so, the Target Group collaborated with CIDB and other market players for various training programmes and workshops in relation to the installation of IBS and participated in the establishment of the relevant national occupational skill standard and preparation of the relevant handbook. The proposed Directors believe that the said cooperation with CIDB and other market players in the region will significantly enhance the presence of the Target Group in Malaysia. In addition, the Target Group also puts much emphasis on sales and marketing strategies, such as company website, product brochures and industry conventions seminars and marketing events. The Target Group will continue to invest in its in-house marketing team by recruiting additional sales personnel who will be based in Johor Bahru and providing professional training courses to the Target Group’s customers or potential customers. The Target Group will also consider forming strategic alliances with property developers in the region to gain access to new markets for its products as well as to work closely with the government authority, organisations, consultants, academia and representatives from the building industry with an aim to promote green and sustainable buildings in the region. – 156 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP Product innovation and enhancement for offering a wider range of wall panels related accessories to customers The Target Group anticipates its customers’ needs and has introduced new wall panel related accessories including Acryshield, Crackshield and Flexshield. The Target Group is also in the course of exploring opportunities to cooperate with overseas institutions to further enhance the Target Group’s wall panel system as well as developing new wall panel related accessories, materials and equipment. The Target Group will endeavour to include more wall panel related accessories, including new tools, additives and chemicals that can enhance the performance of the wall panel system or can enhance the efficiency of the installation of the wall panels, in its portfolio to capture more business opportunities. The Target Group is exploring on the possibility of using new raw materials or new formula, for example, using lightweight recycled aggregate and a lower content of cement in its formula and hence to make its products lighter and greener, which will in turn reduce the cost of production and the cost of transportation. The Target Group will look at selective additions to further expand the Target Group’s range of products to serve a larger variety of customers. In particular, since September 2020, the Target Group has engaged an independent consultant to provide consultancy services on the research and development of product enhancement and development. In this connection, the Target Group has incurred approximately S$137,000, S$184,000, S$142,000, S$166,000 and S$311,000 for the five years ended 31 December 2020, respectively, and is expected to allocate no less than S$800,000 in the year ending 31 December 2021 as expenses, including but not limited to the relevant staff costs, professional fees, test laboratory fees associated and investment in laboratory equipment. Further enhance operational efficiency and reduce production costs In order to ensure long-term competitiveness, the Target Group has implemented a number of measures to improve its operational efficiency and cost-control, such as investing in research and development to optimise the production processes, upgrading machineries and equipment and increase production automation at the Target Group’s production process, with an aim to reduce cost of production and enhance the quality of products. The management team works closely with sales & marketing department, technical department, production department and research & development department on an ongoing basis with a view to improving production efficiency as well as products quality. In particular, supervisory and testing are carried out at various stages of the whole production process in order to identify areas for potential enhancement and improvement. Moreover, the Target Group will continue to improve its operational efficiency and production process by providing regular training to production staff, as well as to innovate cost cutting measures. For instance, the Target Group had recently adopted the enterprise resource planning software system in its sales and production control and management system, further extension would be implementation of warehousing management system using automatic updating with QR/barcoding and scanner system to assist in inventory and logistics management. The Target – 157 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP Group has also appointed a consultant to evaluate (i) the technical feasibility to automate part of its production process; (ii) the cost of developing and deploying both the hardware and the software for automation; and (iii) the potential cost reduction arising from production automation. The initial observation of the consultant is promising and the Target Group expects that by automating the production of the Target Group, the gross profit margin can be enhanced as the manpower required for production could be reduced. BUSINESS MODEL Manufacture and sale of precast concrete wall panel systems The diagram below illustrates the business model, sales cycle and the time-line of the Target Group: Sales Cycle Cycle Time The Target Group negotiates contract terms (including price and total quantity) with customer The Target Group enters into master sales contract with customer Customer submits purchase order(s) to the Target Group generally two weeks to stating product specifications and quantities one month in advance The Target Group commences production The Target Group provides technical support and consultation services in relation to the application and installation of the wall panel system The Target Group arranges delivery of the wall panels to the customer’s construction site The Target Group provides after-sale services (including provision of technical services and, if necessary, replacement of defective products) } generally 7-14 days – 158 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP Manufacture and sale of green precast concrete wall panel system and the sale of wall panel system accessories have been the main sources of revenue of the Target Group throughout the Track Record Period. The Target Group has begun to extend its geographical reach to markets outside Singapore and Malaysia since 2017 and has generated revenue from Indonesia and Cambodia markets since 2017 and 2018, respectively. In order to introduce the Target Group’s products and their application to new customers in new markets, upon customer’s request, the Target Group provides its customers with drawings and/or designs to demonstrate the installation of concrete precast wall panels and recognises a design fee. Business expansion via franchise arrangements To (i) further strengthen its market position and seek sustainable growth; (ii) diversify its revenue stream; and (iii) reduce reliance on any single geographical market, the Target Group commenced seeking opportunities to expand the geographical reach of its products in 2017. Having considered the substantial investment costs and capital commitments and management attention required for setting up its own production plant(s) in new geographical markets, the Target Group believes that expansion via the franchise model would enable the Target Group to rapidly scale up its market presence without over-leveraging its capital for building up new production plants and investing in new equipment and hence reducing its financial and operational risks. As such, the Target Group commenced its franchise arrangement in Batam, Indonesia in 2017. Currently, the Target Group has three franchise arrangements covering Indonesia (Jakarta), Cambodia and the PRC whereby the Target Group grants its franchisees the right to set up their own production plants for the manufacturing and sales of precast concrete wall panel system and related accessories using the Target Group’s operation methods, knowhow, registered patents and the trademark “ ” in the designated franchised territories. With the commencement of the franchise business whereby the Target Group’s franchisees have/will set up their own production plants in the franchised territories, the Target Group is able to refer to its franchisees such customers and/or projects procured by the Target Group in the franchised territories and generates referral income. Please refer to the paragraph headed “Franchise arrangements and referral arrangement” in this section for further details relating to the Target Group’s franchise arrangements and referral arrangement. – 159 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP PRODUCTS AND BRANDS The Target Group’s principal products are green light-weight precast concrete wall panel system for building construction projects, which are sold under the “JOE Green” brand. The Target Group’s precast concrete wall panels are environmentally friendly and sustainable building materials which are durable, light-weight, require little or no maintenance and recyclable at the end of their use, and were accredited as Singapore Green Label product and were awarded the Singapore Green Label for “Eco-Friendly Building Material”. By using the Target Group’s wall panel system instead of traditional building materials, developers’ construction project can score higher points under both the BCA’s Buildability Score and the BCA Green Mark appraisal system in Singapore. Set out below are the Target Group’s principal products: A. Green precast concrete wall panel system: • Standardised precast concrete wall panel • Customised precast concrete wall panel • L-Joint and T-Joint B. Wall panel system accessories and building materials: • Joint Bonding Adhesive • PU Foam Adhesive • Flexshield • Acryshield • Crackshield • L Bracket, Sleeve Anchor and Stoppercap • Lightweight expanded clay aggregate – 160 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. BUSINESS OF THE TARGET GROUP A. Green precast concrete wall panel system The Target Group’s precast concrete wall panels are lightweight concrete product manufactured primarily from recycled materials including (i) RCA, which is produced from in-house crushing of hardcore waste materials recycled from the demolition of old buildings and construction waste concrete material and waste from building materials manufacturers, as well as wastes recycled from production by the Target Group; and (ii) quarry dusts; and other materials including cement and sand. As over 30% of the content of the Target Group’s precast concrete wall panels are manufactured from recycled material, and given that they are precast panels, less procedures are needed for installation and application as compared to traditional construction materials such as bricks and blocks, the Target Group’s precast concrete wall panels reduce carbon-dioxide emissions during the construction. The Target Group’s precast concrete wall panel system can be used as horizontal and vertical internal walls, external walls and parapet walls. The Target Group’s precast concrete wall panels simultaneously provide structure, thermal and sound insulation, and resistance to fire and impact. The Target Group’s precast concrete wall panel system can also be used in wet area and direct tiling can be applied to the wall panel system, given its low water absorption nature. The Target Group manufactures both standardised and customised precast concrete wall panel system with different specifications and functions subject to the customers’ specific needs and functional requirements. For example, the Target Group may in accordance with its customers’ requirements to adjust length of the precast concrete wall panels, strengthen the wall panels by reinforcing them with wires, and adjust the diameter and number of the hollow-cores of the wall panels. The Target Group’s precast concrete wall panel system offers its customers a cost- effective solution. As compared to traditional building materials, in light of their lightweight, hollow-core and precast nature, the Target Group’s precast concrete wall panels save transportation costs, save time and labour spent at the construction sites and enhance installation and operational efficiency for its customers. Besides, as the Target Group is able to customise the length of its precast concrete wall panels to up to 6.5 metres long, time and labour spent can be further reduced at the construction sites and at the same time allowing the architects and engineers greater flexibility for their designs. Under the BCA’s mandatory buildability framework, the Target Group’s precast concrete wall panel scores 0.85 for the Labour Saving Index while the brick wall scores as low as zero for the Labour Saving Index. Standardised precast concrete wall panel The Target Group’s standard precast concrete wall panels are standardised to 600mm wide with different thicknesses (ranged from 70mm to 200mm), without wire, and are 3 metres or 3.3 metres long. – 161 –
You can also read