BANL 20-F
CBL International Ltd (BANL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report _________
For the transition period from _________to _________
Commission
file number
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Telephone:
Email: [email protected]
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g): None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
ordinary shares were outstanding as of December 31, 2024
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☐ | Emerging growth company | |||||
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registration has used to prepare the financial statements included in this filing:
| International
Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which consolidated financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934). ☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
Table of Contents
| i |
CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F
Unless we indicate otherwise, references in this report to:
| ● | “Banle BVI” are to Banle International Group Limited, a company incorporated in the BVI with limited liability on July 2, 2020, and our direct wholly-owned subsidiary; | |
| ● | “Banle China” are to Banle International (China) Limited, a company incorporated in Hong Kong with limited liability on March 31, 2021, and our indirect wholly-owned subsidiary; | |
| ● | “Banle Energy HK” are to Banle Energy International Limited, a company incorporated in Hong Kong with limited liability on August 18, 2015, and our indirect wholly-owned subsidiary; | |
| ● | “Banle Europe” are to Banle International (Europe) Limited, a company incorporated in Dublin of Ireland with limited liability on September 13, 2023, and our indirect wholly-owned subsidiary; | |
| ● | “Banle Ireland” are to Banle International (Ireland) Limited, a company incorporated in Dublin of Ireland with limited liability on October 27, 2023, and our subsidiary being 55% held by us indirectly; | |
| ● | “Banle Malaysia” are to Banle International (Malaysia) Sdn Bhd, a private company limited by shares duly incorporated in Malaysia on July 16, 2020, and our indirect wholly-owned subsidiary; | |
| ● | “Banle Marketing” are to Banle International Marketing Limited, a Labuan company limited by shares incorporated in the Federal Territory of Labuan, Malaysia on August 18, 2020, and our indirect wholly-owned subsidiary; | |
| ● | “CAGR” are to compound annual growth rate; | |
| ● | “CBL International” are to CBL International Limited, an exempted company incorporated with limited liability in the Cayman Islands on February 8, 2022; | |
| ● | “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this report only, the Hong Kong Special Administrative Region and the Macao Special Administrative Region; | |
| ● | “Companies Act” are to Companies Act, Cap.22 (Act 3 of 1961, as combined and revised) of the Cayman Islands; | |
●
● |
“FY2023” are to the financial year ended December 31, 2023
“FY2024” are to the financial year ended December 31, 2024 | |
| ● | “HK$” are to Hong Kong Dollars, the legal currency of Hong Kong; | |
| ● | “Hong Kong” are to the Hong Kong Special Administrative Region; | |
| ● | “IPO” are to the Company’s initial public offering which was consummated on March 27, 2023; | |
| ● | “Majestic Energy” are to Majestic Energy (Shenzhen) Co. Limited, a company established in the PRC with limited liability on April 29, 2021, and our indirect wholly-owned subsidiary; | |
| ● | “Majestic Energy (Singapore)” are to Majestic Energy (Singapore) Pte Ltd, a company incorporated in Singapore with limited liability on January 11, 2022, and our indirect wholly-owned subsidiary; | |
| ● | “MOPS” are to Mean of Platts Singapore, the average set of Singapore-based oil product price assessments published by Platts and the benchmark price in Asia for most refined products; | |
| ● | “Operating Subsidiaries” are to Banle Marketing, Banle Energy HK, Majestic Energy (Singapore) and Banle Malaysia; | |
| ● | “Ordinary shares” are to our ordinary shares, $0.0001 par value per share; | |
| ● | “Reliance HK” are to Reliance (China) Limited, a company incorporated in Hong Kong with limited liability on April 1, 2012, and our indirect wholly-owned subsidiary; | |
| ● | “RM” is to Malaysian ringgit, the legal currency of Malaysia; | |
| ● | “$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States; and | |
| ● | “we,” “us,” “our Company,” “our Group” and “our” are to, prior to the reorganization, Banle BVI and, after the reorganization, CBL International, in each case together with its consolidated subsidiaries as a consolidated entity, as the context requires. |
| ii |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements are made under the “safe harbor” provision under Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and as defined in the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The forward-looking statements included in this annual report relate to, among others:
| ● | our goal and strategies; | |
| ● | our expansion plans; | |
| ● | our future business development, financial condition and results of operations; | |
| ● | expected changes in our revenues, costs or expenditures; | |
| ● | the trends in, and size of, the bunkering market in the Asia Pacific and Europe; | |
| ● | our expectations regarding demand for, and market acceptance of, our products and services; | |
| ● | our expectations regarding our relationships with customers, suppliers, third-party service providers, strategic partners and other stakeholders; | |
| ● | competition in our industry; | |
| ● | laws, regulations, and policies relating to the bunkering industry in the Asia Pacific and Europe; as well as those related to anti-corruption, economic sanction programs and environmental matters; | |
| ● | general economic and business conditions; | |
| ● | geopolitical risks including Red Sea crisis and broader middle east tensions, Gaza-Israel conflict, Russia-Ukraine conflict; | |
| ● | trade policies and tariffs, and the potential expansion of trade restrictions could affect trade volumes and bunkering demand; | |
| ● | upcoming elections and policy changes in the U.S. and other major economies may lead to changes in trade agreements, energy policies, and regulatory frameworks, impacting global shipping activity and fuel demand; | |
| ● | greenhouse gas reduction programs and other environmental and climate change legislation adopted by governments around the world, including cap and trade regimes, carbon taxes, increased efficiency standards and mandates for renewable energy, each of which could increase our operating and compliance costs as well as adversely impact our sales of fuel products; | |
| ● | and the rapid advancement and adoption of AI technologies in the maritime and logistics sectors could impact our business if competitors utilize AI-driven solutions for supply chain optimization, predictive analytics, or automated bunkering processes more effectively than us, potentially leading to reduced market share or increased pricing pressures. |
You should read these statements in conjunction with the risks disclosed in “Item 3. Key Information—D. Risk Factors” of this annual report and other risks outlined in our other filings with the Securities and Exchange Commission, or the SEC. Moreover, we operate in an evolving environment. New risks may emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we have referred to in this annual report, completely and with the understanding that our actual future results may be materially different from what we expect.
| iii |
PART I.
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not Applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not Applicable.
| ITEM 3. | KEY INFORMATION |
3.A. Reserved
3.B. Capitalization and Indebtedness
Not Applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not Applicable.
3.D. Risk Factors
You should carefully consider each of the following risks and all the other information contained in this 2024 20-F Report in evaluating us and our common stock. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Our business, financial condition, results of operations and cash flows could be materially and adversely affected by these risks, and, as a result, the trading price of our common stock could decline. We have in the past been adversely affected by certain of, and may in the future be affected by, these risks. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.
Risks Relating to Our Business and Industry
We are a marine fuel logistics company and rely on the permits and licenses of our suppliers for the actual delivery of marine fuel, including biofuels, to our customers. Under our business model, we are not directly involved in the handling of marine fuel, biofuels, or other chemicals. Therefore, we do not consider ourselves directly subject to risks relating to environmental protection, hazard control and regulatory compliance, particularly as they pertain to our suppliers and the jurisdictions in which they operate.
The Company’s operations may be indirectly affected by geopolitical tensions, including but not limited to the Russia-Ukraine conflict and hostilities in Gaza/Israel. Such conflicts could disrupt global shipping routes, increase fuel price volatility, or trigger regional port closures, potentially impacting bunkering demand or logistics. While CBL does not operate directly in these regions, prolonged instability may affect broader maritime trade patterns.
| 1 |
Our business increasingly includes biofuels, which business is subject to regulatory, compliance and governmental risks, and changes in applicable regulatory and governmental policies could adversely affect our business.
As part of our operations, we are increasingly engaging in the supply and logistics of biofuels, which are subject to unique risks. These risks include, but are not limited to, regulatory and compliance risks, as biofuels are subject to evolving environmental regulations and sustainability standards in various jurisdictions. Changes in these regulations, or our suppliers’ failure to comply with them, could disrupt our supply chain or increase costs. Additionally, the demand for biofuels is influenced by government policies, incentives, and market preferences for renewable energy sources, and a reduction in government support or a shift in market demand could adversely affect our biofuels-related operations. Furthermore, biofuels often require specialized handling, storage, and transportation infrastructure, and any failure by our suppliers to maintain adequate infrastructure or comply with safety standards could result in operational disruptions or liabilities.
Operating in certain jurisdictions may increase our compliance costs, restrict our ability to conduct business, or expose us to political instability and economic volatility.
Our operations and suppliers are subject to the laws, regulations, and political environments of the jurisdictions in which they operate. These jurisdictions may present risks such as regulatory changes, including environmental, tax, or trade regulations, which could increase compliance costs or restrict our ability to conduct business. Additionally, operating in certain jurisdictions exposes us to risks associated with political instability, economic volatility, and currency fluctuations, which could impact our suppliers’ ability to deliver products or our customers’ ability to make payments. Furthermore, our operations could be affected by international sanctions, trade restrictions, or other geopolitical developments that limit our ability to source or deliver marine fuel and biofuels in certain regions.
Our business scale largely depends on the trade credit provided by our suppliers. Any reduction or termination of trade credit from our suppliers would adversely affect our business.
As an established marine fuel logistics company providing a one-stop solution for vessel refueling, which is referred to as a bunkering facilitator in the bunkering industry, we are generally required by our suppliers to settle the full payment of our orders with payment terms up to 30 days.
We constantly receive inquiries from customers for quotations and orders. However, due to our limited financial resources including but not limited to trade credit offered by suppliers, we can only accept orders which are commercially viable to us. In seeking trade credit from new suppliers or existing suppliers to maximize our capability for accepting orders, our suppliers will generally impose stringent internal control policies to select approved customers, including assessing background information, financial information, quantity of marine fuel to be purchased and taking references from credit reports. Therefore, we have to apply to suppliers to be their approved customers prior to the commencement of any business relationships. There is no assurance that our applications will be approved.
In general, the trade credit would be reviewed and assessed by suppliers from time to time. There is no assurance that our suppliers will maintain the trade credit and/or credit terms offered to us. In the event that our suppliers decide to reduce or terminate the trade credit and/or credit terms offered to us, our working capital would be insufficient thus our day-to-day operations would be adversely affected.
New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in expectations, future events, or otherwise, except as required by law.
| 2 |
We are dependent on the orders from our top five customers during FY2023 and FY2024 and loss of any of them would adversely affect our business, results of operations and profitability.
For FY2023 and FY2024, the revenue from our five largest customers accounted for approximately 70.3% and 67.2%, respectively, of our total revenue. Accordingly, we are heavily dependent on the relationships with our top five customers.
There is no assurance that our top five customers will continue to use our services or that the Group can successfully maintain the relationship with them in the future. In the event that the Group is unable to retain these customers or to successfully seek a replacement or the major customer substantially reduces its demand for our services, our business, results of operations and profitability would be adversely affected.
We are susceptible to fluctuations in marine fuel prices. Any significant increase in marine fuel price may adversely affect our working capital requirements and financial condition.
Marine fuel prices may fluctuate out of our control due to, global economic conditions, changes in global crude oil prices, expected and actual supply of and demand for marine fuel, political conditions, changes in laws and regulations related to environmental matters, changes in pricing or production controls by the Organization of the Petroleum Exporting Countries (OPEC), technological advances affecting energy consumption and supply, energy conservation efforts, price and availability of alternative fuels, and weather.
The fluctuations in marine fuel prices may affect our working capital requirements. Since our operation scale is limited by our working capital, for a given period of time, if the marine fuel prices increase, we could purchase less marine fuel from suppliers with the same level of financial resources available to us. We are therefore vulnerable to such changes. In the event that there is a significant increase in the price of marine fuel, we might require additional working capital in order to fulfil the same level of customers’ needs and our profitability may be adversely affected.
We are exposed to the risk that our competitors may undercut marine fuel prices, which would adversely affect our Group’s business and financial results.
If our competitors undercut marine fuel prices to increase their market share and we fail to effectively compete with them, customers may choose to procure vessel refueling services from such competitors, causing a shortfall in our revenue that would adversely affect our business and financial results due to such intensified competitive environment.
The Group does not enter into long-term agreements with our customers and we cannot assume that our customers will continue to use our vessel refueling services, nor can we accurately forecast future orders from our customers.
The Group does not normally enter into agreements with customers under a term of over six months. They are not obliged to continue to use our services at a level similar to that in the past or at all. The volume of their orders might vary significantly, and it is difficult for us to forecast future orders accurately. Our customers’ level of demand may fluctuate due to factors out of our control, such as changes in their business strategies, purchasing preferences and product trends. If any of our major customers terminates its business relationship with us, and we fail to secure new customers or new orders from other existing customers in a timely manner, our business operations, financial performance and profitability would be adversely affected.
We may be exposed to the credit risks of our customers while we remain subject to satisfying payment obligations to our suppliers, which would adversely affect our financial condition.
Our financial position and profitability are dependent to a large extent on the creditworthiness of our customers and their ability to settle the outstanding amount owed to our Group in accordance with the credit periods we have granted to them. During FY2022 and FY2023, the payment terms of our customers who are mainly international container liner operators, range from nil to 45 days. Meanwhile, the payment terms to our suppliers range from nil to 30 days.
| 3 |
Should we experience any delays or difficulties in collecting payments from our customers, while remaining obligated to satisfy our ongoing payment obligations to our suppliers, we may be required to consider alternative sources of financing and/or defer on our own payment obligations. This may have a negative impact on the Group’s cash flow and we may have insufficient working capital to run our day-to-day operations.
The failure of delivery of marine fuel timely to our customers would adversely affect our Group’s reputation, business, financial condition, and results of operations.
We arrange third parties to handle the physical distribution of marine fuel to vessels. The failure of third parties to physically deliver the marine fuel in accordance with the contractual terms would arise from various causes, including but not limited to, interruption of their business, such as, bunker barge engine failure with no alternative bunker barges available. We might need to arrange another supplier to handle the physical delivery of marine fuel, which may cause a delay in meeting our customer’s requirements. In the event that no other supplier is available to handle the physical delivery, our relationship with our customers may be adversely affected and we may be subject to claims and other liabilities, which, in turn, would have an adverse effect on our business, financial condition and results of operations.
We believe that the reputation we have built over the years serves a significant role in attracting customers and securing our customers’ orders. Whether or not we can maintain or promote our reputation depends largely on our ability to provide vessel refueling services to our customers in a timely manner. If we fail to meet their needs or are unable to deliver marine fuel requested by them at the designated port in a timely manner, our customers may no longer perceive our services to be of a high quality and our reputation would be adversely affected. This will, in turn, adversely affect our business, financial condition and results of operations.
A significant change in container liner schedules would have an adverse effect on our business.
Asia Pacific and Europe are our key regions of marine fuel consumptions with respectively, a market share of approximately 39.4% and 21.0% of global marine fuel consumption volume in 2023 driven by their significant share in the global trade and frequent business activities.
Most of our revenue is from international container liner operators whose vessels sail on regular routes and schedules. In the event that the regular routes, such as the Intra-Asia route, Euro-Asia route and Trans-Pacific route are shortened or suspended permanently or temporarily or liner service schedules are less frequent which are beyond our control, the demand for marine fuel may significantly decrease and our business may be adversely affected. In the event that the regular routes are replaced by other ports which fall outside our supply network of 60+ ports in the Asia Pacific and Europe, that cover South Korea, China, Japan, Taiwan, Hong Kong, Philippines, Vietnam, Singapore, Malaysia, Thailand, Turkey and Belgium, the demand for marine fuel for refueling may significantly decrease and our business would be adversely affected.
Any failure to maintain the license to carry on our international commodity trading business in the Federal Territory of Labuan, Malaysia may adversely affect our business, operations and profitability.
Since December 28, 2020, we have been holding a license issued by Labuan Financial Services Authority to carry on our international commodity trading business under the Global Incentives for Trading Program for the supply of marine fuel. It is renewed once a year. However, if we fail to comply with the requirements or meet certain criteria as stated in the conditional approval letter, Labuan Financial Services and Securities Act 2010, Labuan Business Activity Tax Act 1990 and any of the relevant rules and regulations, where applicable, such license may be suspended or revoked or cannot be renewed.
| 4 |
We may not be able to implement our business development strategies or expansion plans successfully.
The successful implementation of our Group’s business strategies including but not limited to the expansion into the bunkering market in Europe is subject to various uncertainties and contingencies, such as the growth of the market, availability of funds, competition and government policies. Factors such as the relationships with our customers and suppliers, the global economic conditions, the availability of sufficient working capital and cash flows, the threat of competitors and substitutes, new market entrants, an economic downturn or changes in market conditions or performance, may delay or impede the implementation of our Group’s business strategies. Any delay or failure to successfully implement our Group’s business strategies may result in the loss in sales and failure to meet profit projections, any of which may adversely affect our Group’s business, operating results and financial condition.
We may be involved in disputes and/or legal proceedings arising from our operations from time to time and may face significant legal liabilities as a result.
We may be involved in disputes with and subject to claims from, among others, our employees, customers, suppliers and other parties from time to time in respect of various matters, including delay in delivery, complaints about the quality of marine fuel and personal injury which may lead to claims for damages against us.
There is no assurance that we may be able to resolve every instance of a dispute by way of negotiation and/or mediation with the relevant parties. If we fail to do so, it may lead to legal and other proceedings against us, and consequently we may have to incur significant expenses to defend ourselves or initiate proceedings against other parties to protect our interest. Furthermore, if we fail to obtain favorable outcomes in such proceedings, we may be liable to pay significant amounts of damages which may adversely affect our operations and financial results.
Failure to adapt to market trends in the bunkering industry would adversely affect our business.
Alternative fuels, such as biofuel, liquefied natural gas (the “LNG”), liquefied petroleum gas (the “LPG”), methanol, ammonia, and hydrogen, are becoming more common in the shipping industry.
In addition, governments could enact legislation or regulations that attempt to control or limit greenhouse gas emissions such as carbon dioxide. Such laws or regulations could impose costs tied to carbon emissions, operational requirements or restrictions, or additional charges to fund energy efficiency activities. They could also provide a cost advantage to alternative fuels, impose costs or restrictions on end users of marine fuel, or result in other costs or requirements, such as costs associated with the adoption of new infrastructure and technology to respond to new mandates. The options to comply with tightened environmental protection laws may include switching to alternative fuels. If alternative fuels become the major marine fuel in the future, there is no assurance that we would be able to adapt to such trend and our business and financial results would be adversely affected.
Change in regulation resulting our suppliers and customers being required to obtain various permits and/or licenses would adversely affect our business.
We provide marine fuel logistic services through various ports in the Asia Pacific and Europe, and we would be adversely affected by changes in regulations in the countries and regions where our suppliers and customers are registered. If the relevant governmental departments or organizations release new laws and regulations for the industries in their countries or regions where our suppliers and customers operate, various permits and/or licenses need to be granted and maintained upon their compliance with, amongst others, the applicable criteria set by the relevant governmental departments or organizations. Such criteria may include continued compliance with certain financial, technical and management requirements and the standards of compliance required thereto may change from time to time and we may be required to suspend our operations and may not be able to deliver vessel refueling services due to the inability of our suppliers and customers to obtain and maintain the relevant permits and/or licenses. There are circumstances which are out of our control and may affect our suppliers and customers’ ability to obtain and/or maintain such permits and/or licenses or lead to a suspension or demotion of such permits, licenses and/or qualifications.
Furthermore, the validity of these permits and/or licenses may last for a limited period of time and may be subject to periodic reviews and renewal by the relevant governmental departments or organizations. The failure for our suppliers and customers to obtain and maintain the relevant permits and/or licenses will, in turn, indirectly adversely affect our business.
| 5 |
Information technology failures and data security breaches would have an adverse effect on our business, financial condition, and results of operations.
We rely upon our information technology and communications systems to support key business functions and the efficient operation of these systems is critical to our business. Our information technology systems, including our back-up systems and external cloud services, could be damaged or interrupted by power outages, computer or telecommunications failures, viruses, security breaches, natural disasters, and/or errors by our employees, service providers or vendors.
A significant disruption in the functioning of these systems could damage our reputation, impair our ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customers, subject us to litigation and/or require us to incur significant expense to address and remediate or otherwise resolve these issues, which would have an adverse effect on our business, financial condition and results of operations.
We operate in a highly competitive industry, and failure to compete efficiently would adversely affect our operations and financial results.
The bunkering industry in the Asia Pacific and Europe is highly competitive and fragmented. Other bunkering facilitators and bunkering arms of oil majors or traders may also engage in provision of vessel refueling services across the Asia Pacific and Europe. We consider our main competitors to be other bunkering facilitators, but we also face competition from local physical distributors that supply marine fuel directly to ship operators. The keen competition might result in a loss of market share which would have an adverse effect on our business, financial condition and results of operations.
Global economic development and the level of international trade are critical factors affecting the demand for marine fuel, and a decline in international trade would adversely affect our business, financial condition, and results of operations.
Global demand for marine fuel is primarily driven by the level of activity in the marine transportation industry, in particular the number of vessels active at sea and the size of order books for new vessels. Economic downturns in one or more countries or regions, particularly in Asia, the European Union, the United States and other countries and regions with consumer-oriented economies, have in the past, and could in the future, reduce international trade volumes, which directly affects the demand for shipping services, and, in turn, the demand for marine fuel. Any reduction in demand for marine fuel would adversely affect our business, financial condition and results of operations.
Our networks and those of our third-party service providers may be vulnerable to cybersecurity risks.
Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer attacks, viruses and other security problems. Persons who circumvent security measures could wrongfully access and obtain or use information on our network or cause service interruptions, delays or malfunctions in our devices, services or operations, any of which could harm our reputation, cause demand for our products and services to fall, and compromise our ability to pursue our business plans. Recently, there have been reported several significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. In addition, there are reportedly private products available on the market today that may attempt to unlawfully intercept communications made using our network. We may be required to expend significant resources to respond to, contain, remediate, and protect against these attacks and threats, including compliance with applicable data breach and security laws and regulations, and to alleviate problems, including reputational harm and litigation, caused by these security incidents. Although we have implemented and intend to continue to implement security measures, these measures may prove to be inadequate. These security incidents could have a significant effect on our systems, devices and services, including system failures and delays that could limit network availability, which could harm our business and our reputation and result in substantial liability.
Increasing scrutiny and evolving expectations from investors, lenders, and other market participants regarding our Environmental, Social, and Governance (ESG) policies may result in additional costs and expose us to increased risks.
Companies across all industries are facing heightened scrutiny related to their ESG practices. We may encounter growing pressure from stakeholders focused on climate change to prioritize sustainable energy practices, reduce our carbon footprint, and promote overall sustainability. Consequently, we may need to implement more stringent ESG procedures and standards to retain and attract current and future investors and lenders, particularly given our specific focus on crude oil transportation. This transformation requires allocating additional resources to meet the necessary changes in this sector, leading to increased costs and capital expenditures. Failing to meet these standards could adversely affect our business and our ability to access capital.
Moreover, some investors and lenders may exclude marine transport companies like ours from their investment portfolios due to ESG concerns. Such limitations in both debt and equity capital markets could hinder our growth plans, which often rely on accessing these markets. If these avenues become unavailable, or if we cannot secure alternative financing on acceptable terms, we may struggle to implement our business strategy, adversely impacting our financial condition and operational results and impairing our ability to service our debt. Additionally, we are likely to incur further costs and require more resources to monitor, report, and comply with a broad range of ESG requirements.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
In 2018, maritime transport was estimated to account for approximately 2.9% of global GHG emissions. To address this issue and reduce emissions from ships, the International Maritime Organization (“IMO”) adopted an initial strategy in 2018, which was revised in 2023 with strengthened ambitions:
| (a) | A reduction in carbon intensity of international shipping by at least 40% by 2030 compared to 2008 |
| (b) | Uptake of zero or near-zero GHG emission technologies, fuels and/or energy sources to represent at least 5%, striving for 10% of the energy use by 2030. |
| (c) | GHG emissions from international shipping to reach net zero by or around, i.e. close to, 2050. |
Adverse impacts from climate change on the oil and gas production industry, including heightened public concern about environmental effects, may also influence demand for our services. For instance, increased regulations on GHG emissions could diminish future demand for oil and gas or incentivize the transition to alternative energy sources. Any long-term, material adverse effect on the oil and gas production sector could significantly impact our business financially and operationally, and such effects are difficult to predict with certainty at this time.
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Risks Relating to Doing Business in the Jurisdictions We Operate
Economic, political, and other risks associated with operations in the countries in which we operate may adversely affect our business, financial condition and operations.
Since we provide a one-stop solution for vessel refueling in the Asia Pacific and Europe, our business is subject to risks associated with conducting business in the countries in which we operate. Our business, financial condition and results of operations would be adversely affected by a variety of factors, including:
| ● | trade protection measures which would increase our costs or prevent us from continuing certain of our operations; | |
| ● | the costs of hiring and retaining management for our operations; | |
| ● | difficulty in managing widespread operations, which would affect our operations; | |
| ● | unexpected changes in regulatory requirements, which would be costly and require significant time to implement; | |
| ● | laws restricting us from repatriating profits earned from our activities within foreign countries, including the payment of distributions; | |
| ● | governmental actions that may result in the deprivation of our contractual rights or the inability to obtain or retain authorizations required to conduct our business; | |
| ● | political risks specific to foreign jurisdictions; and | |
| ● | terrorism, war, civil unrest and natural disasters. |
Changes in the economic and political policies of the PRC government might adversely affect our business.
During FY2024, part of our revenue was generated from arranging the delivery of marine fuel in ports located in the PRC. Accordingly, our business, results of operations, financial condition and prospects are subject to economic, political and legal conditions in the PRC. The economy of the PRC is affected by, among others, government regulation, the level of development, growth rate and the allocation of resources. Any changes in the political, economic and social conditions of the PRC may affect our business.
Introduction of new laws or changes to existing laws by the PRC government in relation to our customers and suppliers may affect our business in the PRC. There is no assurance that the PRC authorities will not issue further directives, regulations, clarifications or implementation rules requiring our suppliers to obtain further approvals to carry out physical delivery of marine fuel in the PRC or requiring our customers to obtain approvals to purchase marine fuel in the PRC. Such changes in laws or policies in the PRC may adversely affect the business of our customers and suppliers and, in turn, adversely affect our business, financial condition and results of operations.
Our Group may be subject to tax audits and investigations in Malaysia.
The Malaysia tax regime utilizes a self-assessment system. Companies in Malaysia have legal obligations to make self-assessment on the tax payable and file necessary tax returns annually with their remittance of tax. The Malaysian Inland Revenue Board is empowered by the Malaysian Income Tax Act 1967 to carry out audit and investigation on persons chargeable to determine, inter alia, whether their tax returns are accurate and complete. The Malaysian Income Tax Act 1967 also empowers the Malaysian Inland Revenue Board to impose additional tax and/or penalties on persons chargeable if the Malaysian Inland Revenue Board determines that the persons chargeable are in fact subject to more tax payables than are reported in the self-assessed tax returns.
Our Group calculates the amount of taxes and makes payment thereof in accordance with the applicable tax laws. Our Group may be subject to additional taxes or penalties if the Malaysian Inland Revenue Board has a different view from us with respect to our self-assessed tax in our filed tax returns. In the event that the Malaysian Inland Revenue Board imposes additional tax or penalties on our Group, our profit may decrease and consequently our financial results may be adversely affected.
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Risks Relating to Doing Business in China
Our operations are based in Malaysia, Hong Kong, Singapore, and Ireland. All of our transactions for vessel refueling services were concluded in Hong Kong, Malaysia and Singapore and our revenue were booked under our subsidiaries established in Hong Kong, Malaysia, Singapore or Ireland. Although we deliver our services through our suppliers mainly in China and Hong Kong, nearly all our customers are international container liner operators from outside of China and Hong Kong.
We do not maintain any office in China and none of our directors and officers are based in China. However, a major part of our operations is based in Hong Kong, a Special Administrative Region of China. Although Hong Kong has its own governmental and legal system that is independent from China, it is uncertain whether in the future the Hong Kong government will implement regulations and policies of the Chinese government or adopt regulations and policies of its own that are substantially the same as those of the Chinese government. Moreover, given that changes in policies, regulations, rules, and the enforcement of laws of the Chinese government may be quick with little advance notice, it is also uncertain in the future whether our operations in Hong Kong will be subject to the oversight of the Chinese authorities.
We may be subject to the following risks that are specific to doing business in China.
Depending on the needs of our target customers whose sailing routes cover different ports worldwide, we need to provide marine fuel logistic services through ports in the PRC. Therefore, our business may be subject to complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.
Depending on the needs of our target customers whose sailing routes cover different ports worldwide, we need to provide marine fuel logistic services through ports in the PRC. Therefore, we may be subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:
| ● | Delay or impede our development, | |
| ● | Result in negative publicity or increase our operating costs, | |
| ● | Require significant management time and attention, and | |
| ● | Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices. |
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our ordinary shares.
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China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have an adverse effect on our business.
Depending on the needs of our target customers whose sailing routes cover different ports worldwide, we may need to provide marine fuel logistic services through ports in the PRC. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be subject to economic, political and legal developments in China.
China’s economic structure and policies differ from those of most developed economies, with varying degrees of government involvement in resource allocation, market regulation, and foreign exchange control. While market-oriented reforms have progressed over the past few decades, the PRC government continues to influence industry development through regulatory policies and economic measures. Any adjustments in these policies, laws, or regulations could affect China’s economic landscape, which in turn may have implications for our business operations.
The PRC government has historically introduced measures aimed at economic growth, foreign investment, and industry development. However, there is no certainty that such policies will remain unchanged or that future regulatory adjustments will not present new challenges to businesses operating in or transacting with Chinese ports. Additionally, broader social or political shifts in China could create conditions that may affect certain aspects of our operations.
In the event that we rely on dividends and other distributions on equity paid by our PRC or Hong Kong subsidiaries to fund any cash and financing requirements we may have, any limitation on the ability of our PRC or Hong Kong subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
Our PRC subsidiary, Majestic Energy, is dormant and does not have operations or assets. Since it has no earnings and profits, it has not distributed and will not distribute any dividends. In general, our PRC subsidiary’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiary to pay dividends to its shareholders only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiary, as a Foreign Invested Enterprise, or FIE, is required to draw 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after-tax profits if the aggregate balance of the common reserve has already accounted for over 50 percent of its registered capital. These reserves are not distributable as cash dividends. If our PRC subsidiary incurs debt on its own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiary to distribute dividends or other payments to its shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.
Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
Any limitation on the ability of our PRC or Hong Kong subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
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Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.
Among other things, the M&A Rules and Anti-Monopoly Law of the People’s Republic of China promulgated by the Standing Committee of the NPC which became effective in 2008 (“Anti-Monopoly Law”), established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that State Administration for Market Regulation (SAMR) be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions of the State Council on the Standard for Declaration of Concentration of Business Operators, issued by the State Council in 2008, are triggered. Moreover, the Anti-Monopoly Law requires that transactions which involve the national security, the examination on the national security shall also be conducted according to the relevant provisions of the United States. In addition, PRC Measures for the Security Review of Foreign Investment which became effective in January 2021 require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business and operations.
Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business in the PRC.
Economic substance legislation of the Cayman Islands may impact on us and our operations.
Our Company is subject to Cayman Islands economic substance legislation (“ESA”) requiring that where the Company carries on a relevant activity (as defined in the ESA) it must maintain economic substance within the Cayman Islands, including adequate premises and employees within the Cayman Islands. As an entity subject to the ESA, our Company is required to assess its operations to determine the required compliance (if any) with the ESA, to file an annual notification with the Cayman Islands Registrar of Companies disclosing whether the Company is carrying out any relevant activities within the meaning of the ESA and an annual return with the Department of International Tax Co-Operation. Where applicable, our Company must establish that its operations satisfy the economic substance requirements of the ESA. Our Company is required to monitor its operations to ensure it remains in compliance with all requirements under the ESA. Failure to satisfy these requirements may subject our Company to penalties under the ESA.
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Risks Relating to Our Securities
We could fail to maintain the listing of our securities on Nasdaq, which could seriously harm the liquidity of our shares and our ability to raise capital.
Our securities are currently listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and share price levels.
If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; | |
| ● | reduced liquidity for our securities; | |
| ● | a determination that our ordinary shares is a “penny stock” which shall require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | |
| ● | a limited amount of news and analyst coverage; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
Our existing shareholders will continue to have substantial control over us, which could severely limit the ability of our other shareholders to influence matters requiring shareholder approval and, as a result, we may take actions that our other shareholders do not view as beneficial.
CBL (Asia) Limited, a company controlled by Teck Lim Chia, our director and Chief Executive Officer, and Straits Energy Resources Berhad, the two largest shareholders of our company, beneficially own approximately 47.9% and 29.4%, respectively, of our outstanding ordinary shares. In particular, we expect that CBL (Asia)’s significant ownership interest will allow it to continue to exert a significant degree of influence or actual control over our management and affairs and over matters requiring shareholder approval, including the appointment of directors, a merger, consolidation or sale of all or substantially all of our assets and other significant business or corporate transactions. This concentrated control will limit the ability of other shareholders to influence corporate matters and, as a result, we may take actions that our other shareholders do not view as beneficial. For example, this concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could cause the market price of our equity shares to decline or prevent such price from increasing or prevent our shareholders from realizing a premium over the market price for their equity shares. Accordingly, the equity shares held by you may be worth less than they would be if CBL (Asia) and/or Straits Energy Resources Berhad did not maintain voting control over us.
The trading price of our ordinary shares may be volatile, which could result in substantial losses to investors.
The trading price of our ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond our control. For instance, securities markets may from time-to-time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material adverse effect on the market price of our ordinary shares. In addition, the price and trading volume of our ordinary shares may be highly volatile due to multiple factors, including the following:
| ● | regulatory developments affecting us or our industry; | |
| ● | announcements of studies and reports relating to the quality of our service offerings or those of our competitors; | |
| ● | changes in the economic performance or market valuations of other service providers in the bunkering industry; |
| ● | actual or anticipated fluctuations in our results of operations and changes or revisions of our expected results; | |
| ● | changes in financial estimates by securities research analysts; | |
| ● | conditions in the bunkering industry; | |
| ● | announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; | |
| ● | additions to or departures of our senior management; and |
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| ● | sales or perceived potential sales of additional ordinary shares. |
We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.
Our ordinary shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. The U.S. stock market has witnessed occasional instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with initial public offerings, especially among those with relatively smaller public floats, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. Although the specific cause of such volatility may be unclear, our anticipated public float may amplify the impact of the actions taken by a few stockholders have on the price of our stock, which may cause our stock price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. The potential extreme volatility may confuse public investors regarding the value of our shares, distort the market perception of our share price and our company’s financial performance and public image, and negatively affect the long-term liquidity of our ordinary shares, regardless of our actual or expected operating performance. Should our ordinary shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our ordinary shares. In addition, investors of our ordinary shares may experience losses, which may be material if such investors purchase our ordinary shares prior to any price decline.
We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.
We may provide from time-to-time guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate in all respects. Our guidance is based on certain assumptions, such as those relating to anticipated sales volumes, average sales prices, supplier and commodity costs, and planned cost reductions. If our guidance varies from actual results, the market value of our ordinary shares could decline significantly.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ordinary shares and trading volume could decline.
The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our ordinary shares or publish inaccurate or unfavorable research about our business, the market price for our ordinary shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume of our ordinary shares to decline.
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We are a foreign private issuer and, as a result, will not be subject to U.S. proxy rules and will be subject to more lenient and less frequent Exchange Act reporting obligations than a U.S. issuer.
We report under the Securities Exchange Act as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:
| ● | the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; | |
| ● | the sections of the Exchange Act that require insiders to file public reports of their stock ownership and trading activities and impose liability on insiders who profit from trades made in a short period of time; and | |
| ● | the rules under the Exchange Act that require the filing of quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events. |
In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are not large accelerated filers or accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.
We incur increased costs as a result of being a public company, and will continue to incur increased costs particularly after we cease to qualify as an “emerging growth company.”
We became a public company in March 2023 and incurred significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. As a Company with less than $1.07 billion in revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company”, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company also make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
As an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:
| ● | the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion or more; | |
| ● | the last day of the fiscal year following the fifth anniversary of the IPO; | |
| ● | the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or | |
| ● | the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws. |
For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act for up to five fiscal years after the date of the IPO. We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and the trading price of our ordinary shares may be more volatile. In addition, our costs of operating as a public company may increase when we cease to be an emerging growth company.
Economic substance legislation of the Cayman Islands may impact us and our operations.
The Cayman Islands, together with several other non-European Union jurisdictions, has introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Law, 2018, or the Substance Law, and issued Regulations and Guidance Notes came into force in the Cayman Islands introducing certain economic substance requirements for “relevant entities” which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019 and onwards. A “relevant entity” includes an exempted company incorporated in the Cayman Islands, as is the Company; however, it does not include an entity that is tax resident outside of the Cayman Islands. Accordingly, for so long as the Company is a tax resident outside of the Cayman Islands, we are not required to satisfy the economic substance test set out in the Substance Law. Although it is presently anticipated that the Substance Law will have little material impact on us and our operations, as the legislation is new and remains subject to further clarification and interpretation, it is not currently possible to ascertain the precise impact of these legislative changes on us and our operations.
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited because we are incorporated under Cayman Islands law.
We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (2025 Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
There is uncertainty as to whether the courts of the Cayman Islands would:
| ● | recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the U.S. federal securities laws or securities laws of any U.S. state; and | |
| ● | entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. |
There is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, although the courts of the Cayman Islands may in certain circumstances recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and may give a judgment based thereon, provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.
Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.
Moreover, while under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit.
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Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. We have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obligated to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we do not plan to rely on home country practices with respect to any corporate governance matter. To the extent we choose to follow home country practices with respect to corporate governance matters, our shareholders may be afforded fewer protections than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are an exempted company with limited liability incorporated under the laws of the Cayman Islands and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in Malaysia and Hong Kong. In addition, most of our current directors and officers are nationals and residents of countries other than the United States: a majority of our directors and officers (including our directors, Chairman and Chief Executive Officer, Dr. Teck Lim Chia, Mr. Logeswaran Ramasamy and Dato’ Sri Kam Choy Ho, and three of our independent directors Ms. Karen Yee Lynn Cheah, Mr. Koon Liang Ong and Mr. Khai Fei Wong) are permanent residents of Malaysia; Mr. Ulf Lothar Naujeck, our independent director, is a permanent resident of Germany; and Mr. Nicholas Fung, our Assistant Chief Financial Officer, is a permanent resident of Hong Kong.
Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. It may be difficult for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. A judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States may not be enforceable in or recognized by the courts of the jurisdictions where our directors and officers reside, and the judicial recognition process may be time-consuming. It may be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Malaysia or Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
| ITEM 4. | INFORMATION ON THE COMPANY |
4.A. History and Development of the Company
We were incorporated on February 8, 2022 in the Cayman Islands under Cayman Islands law under the name “CBL International Limited”. Pursuant to a reorganization of our corporate structure in August 2022, CBL International Limited became the holding company of Banle BVI and its subsidiaries.
The history of our Group can be traced back to 2015 when Banle Energy HK was incorporated in Hong Kong. Dr. Teck Lim Chia, our founder, has over 17 years of experience in the oil and gas related industries and business management. Before founding our Group in 2015, he was employed by BrightOil Group, a company based in Shenzhen, PRC which was principally engaged in fuel oil business from April 2006 to June 2008, with his last position as the general director. From June 2008 to September 2011, he served as an executive director of BrightOil Group’s listing company on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and undertook the role of developing the company’s international business and network. From October 2011 to January 2017, Dr. Chia served as a director of an oil trading company. Dr. Chia has significant experience in overall operations, management and strategic planning in relation to the provision of vessel refueling services.
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With the insight of our founder and the joint efforts of our management team, despite our relatively short history, our Group managed to expand our vessel refueling services in a rapid manner. Prior to the Group’s listing on Nasdaq on March 23, 2023, geographically, we focused mainly on the Asia Pacific where we were able to provide vessel refueling services in approximately 36+ ports in the region. Subsequent to the listing on Nasdaq, because of the availability of additional financial resources, the Group continued to obtain more new customers in the Asia Pacific and at the same time, proceeded on the expansion of our services to Europe by taking pro-active measures including, amongst the others, the establishment of two companies in Dublin of Ireland. By the end of FY2023, our supply network had been expanded to include approximately 60+ ports in the Asia Pacific and Europe covering South Korea, China, Japan, Taiwan, Hong Kong, Philippines, Vietnam, Singapore, Malaysia, Thailand, Turkey and Belgium.
As at the end of FY2024, our Group comprises our Company, Banle BVI, Banle China, Banle Energy HK, Banle Europe, Banle Ireland, Banle Malaysia, Banle Marketing, Majestic Energy, Majestic Energy (Singapore) and Reliance HK.
4.B. Business Overview
Brief introduction
We are an established marine fuel logistics company providing one-stop solution for vessel refueling, which is referred to as bunkering facilitator in the bunkering industry. We facilitate vessel refueling between ship operators and local physical distributors/traders by purchasing marine fuel, including both fossil fuel and alternative fuel, from our suppliers and arranging for the marine fuel to be delivered by the suppliers to our customers.
Previously focused more on container liners, the Company has broadened its customer base to include bulk carriers and tankers, contributing to revenue diversification. CBL operates in fossil fuel and sustainable fuel markets, with a presence across Asia Pacific, Europe, Africa, and Central America.
Customer Focus
All along, world renowned container liner operators have been identified as our major customers. Container liner operators have a property of providing liner services on a schedule with fixed port rotation and fixed frequency, which, like bus operation, goes on fixed routes and calls at fixed stops. So long as we can provide vessel refueling services in as many ports as possible, we are able to provide more and more options to the liner operators to fulfill their day-to-day vessel refueling needs. Based on this belief, the continual expansion of our supply network naturally becomes our business development strategy. In recent years, other than the container liner operators, we have started to expand our customer base by exploring more opportunities with the bulk carriers and oil/gas tankers, which, unlike container liners, usually run on port-to-port basis. Depending on market demand, bulk carriers and oil/gas tankers are contracted to sail from any one port to another. In this regard, their operation is similar to that of chartered vehicles, in which their routes and schedules vary according to customers’ orders. We strongly trust that our expanded service network that covers 60+ ports in the Asia Pacific and Europe, as well as Africa and North America would play a pro-active role in promoting our vessel refueling services to both the liner operators and the bulk carriers and oil/gas tankers operators notwithstanding the differences between their nature of business. We shall continue to strengthen ourselves persistently by expanding our service network to cover more ports and providing more value-added services to cater for our customers’ vessel refueling demands.
Since our commencement of business in 2015, the services that we provide to customers involve (i) making vessel refueling options available at ports designated by our customers; (ii) arranging vessel refueling activities at competitive prices ; (iii) coordinating vessel refueling to meet customers’ schedule; (iv) providing trade credit to our customers; (v) arranging local physical delivery of marine fuel; (vi) handling unforeseeable circumstances and providing contingency solutions in a timely manner; (vii) fulfilling special requests from customers in relation to vessel refueling; and (viii) handling disputes, mainly in relation to quality and quantity issues on marine fuel, if any.
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Market Focus
In respect of market focus, we have been concentrating on the Asia Pacific region for years. But soon after our listing of the group on Nasdaq in March 2023, we started to go for expansion of our supply network to cover also major ports in Europe. Our existing customers who are mainly running on Euro-Asia route and Intra-Asia route would definitely need vessel refueling in the major ports in the Asia Pacific region that they call at for loading and unloading of containers/cargoes. For the same reason, when our supply network is expanded to cover European ports, our existing customers’ needs of vessel refueling can also be fulfilled when they arrive at Europe and get ready to return to Asia. As a matter of fact, among our extensive supply network of 60+ ports, 9 are within the top 10 container ports in 2024 in terms of throughput volume globally. We strongly believe that such an extensive network would not only help to expand our services to existing customers, but also promote our services to new customers who may have the need of vessel refueling in the Asia Pacific and Europe. Given the fact that Asia Pacific and Europe, respectively, accounted for approximately 39.4% and 21.0% of global marine fuel consumption volume in 2023, our continuously expanding network will enable us to capture ample business opportunities in these regions.
Product Focus
Marine fuel has all along been the product we sell to our customers while handling vessel refueling. Marine fuel’s specifications would be required to change from time to time in accordance with the stipulation of certain authorities/organizations mainly in response to environmental protection needs.
Citing an example, regarding the 2020 Global Sulphur Limit issue, different from many other players in the market, we strongly believed International Maritime Organization (IMO) would implement the regulation on schedule. We changed our trading products at the end of 2018, focused on handling the new product, Very Low Sulphur Fuel Oil (“VLSFO”) throughout 2019, and finally, at the beginning of 2020, smoothly integrated with the newly regulated market.
For the purpose of reducing GHG emissions from ships, IMO adopted an initial strategy in 2018, which was then revised in 2023 with strengthened ambitions. As such, while fuel oil remained our primary product in 2023, we put a lot of effort in the exploration of alternative fuels such as liquefied natural gas, biofuel, methanol, hydrogen and ammonia which can be used alone or either in combination with conventional fuel oil to achieve decarbonization of shipping transportation and the enhancement of environmental protection. We have to pay special attention to any prospective change in our product’s quality in order to maintain our competitiveness in the market.
Price Fixing Criteria
Endeavoring to ensure a positive gross profit, we basically price our services on a “cost plus” basis, i.e., we are able to obtain a premium, being the difference between the selling price per metric ton of marine fuel sold to our customers and the purchase cost from our suppliers. Therefore, a profit margin would be ensured, and our management focus should then be put mainly on the increase of sales volume. However, our operation is limited by the working capital available to us for a given period of time. If the marine fuel prices increase substantially, we could purchase less marine fuel from our suppliers with the same level of financial resources and same trade credit offered by our suppliers. Since revenue is the denominator in calculating the gross profit margin, when marine fuel price increases, our gross profit margin inherently decreases notwithstanding our “cost plus” pricing policy which only ensures a monetary amount (i.e., the premium). Given the nature of our business, our gross profit margin will be inevitably affected by the fluctuation of marine fuel price, and hence gross profit margin is generally not a key indicator for evaluation of our profitability.
Market interruption
In year 2023 and 2024, while the global economy continued to gradually recover from the pandemic of COVID-19, the most significant incidents that affected global economy, the shipping industry, oil price movement and the bunkering industry were the War on Gaza and the Russia Ukraine Crisis. For more information about the impact of these two incidents, please refer to 5.A – Operating Results – Macroeconomic Environment. As a matter of fact, these two incidents have not brought any material impact to our business activities.
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The following table breaks down revenue by geographic location of the Company’s revenue. The geographical location is based on the location at which the marine fuel is delivered to the customer.
| For the years ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| China | $ | 333,722,969 | $ | 242,702,178 | $ | 252,628,159 | ||||||
| Hong Kong | 179,504,143 | 137,206,005 | 171,143,686 | |||||||||
| Malaysia | 58,153,026 | 46,725,038 | 26,490,822 | |||||||||
| Singapore | 14,644,074 | 7,238,512 | 4,865,956 | |||||||||
| South Korea | 3,942,800 | 1,373,340 | 4,355,855 | |||||||||
| Others | 2,550,533 | 652,647 | 3,421,779 | |||||||||
| Total: | $ | 592,517,545 | $ | 435,897,720 | $ | 462,906,257 | ||||||
For the year ended December 31, 2024, Others include Europe, Japan, Vietnam and Thailand.
Competition in the bunkering industry
The marine fuel supply and bunkering industry is highly competitive and fragmented. Other bunkering facilitators and bunkering arms of oil majors or traders may also engage in provision of vessel refueling services. We consider our main competitors to be other bunkering facilitators, but we also face competition from local physical distributors that supply marine fuel directly to ship operators. If our competitors, for the purpose of increasing their market share, undercut marine fuel prices, customers may choose to procure vessel refueling services with them in this regard. The followings are the key factors relevant to the competition in the bunkering industry:
| ● | established relationships with stakeholders: in light of the voyage characteristics of vessels traveling across multiple ports, bunkering facilitators are required to establish their regional presence by engaging actively with multiple suppliers to cater to the dynamic ordering requirements from vessels; | |
| ● | professionalism and technical know-how: bunkering facilitators with capability to offer value-added solutions in relation to vessel refueling including but not limited to the foresightedness on marine fuel development trends, the ability to ensure timely delivery of marine fuel and the strong commitment to meet with international and local bunkering standards are highly preferred by customers; and | |
| ● | capital requirement: substantial working capital is often required for bunkering facilitators to source marine fuel from suppliers. |
Our Competitive Strengths
We believe the following competitive strengths contribute to our success and differentiate us from our competitors:
Flexible and integrated services through our supply network
We are able to provide tailor made integrated solutions for (i) structuring fixed term contracts in a reliable manner for our customers over a fixed period for the ease of convenience of container liners operating under regular schedule; (ii) fulfilling detailed requirements of marine fuel with quality assurance pursuant to the technical requirement of the requested vessels; (iii) providing customers with trade credit in relation to vessel refueling; and (iv) handling the emergencies and contingencies.
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We provide our services, including the arrangement with our suppliers to perform actual delivery of marine fuel through our extensive supply network, which have been the top 20 container ports over the years in terms of throughput volume globally. Since international container liner operators whose vessels are sailing on regular routes and schedules, we can better serve them by arranging different ports for refueling along their voyages. That means our customers have the options to optimize their refueling costs by arranging different ports for refueling without altering their schedules and routes. As for the bulk carriers and oil/gas tankers which operate on a port-to-port basis and sail on chartered routes, we are also able to satisfy their refueling needs in any ports within our extensive network. We are playing a role of bridging marine fuel buyers with suppliers by coordinating and consolidating bunkering services at designated ports and formulating cost-effective packages for our customers. We have been able to provide timely bunkering delivery arrangements to our customers and meet compliance with relevant international standards, such as ISO 8217. We intend to continue to capture additional business opportunities by expanding and strengthening our supply network.
In respect of our expansion into Europe, as our existing customers are mainly the world’s top liners operators, we have the competitive advantage to promote our services extended from Asia Pacific to Europe for their vessels running mainly on the Euro-Asia route. At the same time, leveraging on our extensive supply network in Asia Pacific, we are also striving to develop business opportunities with new European customers.
Economies of scale
We take the role as a demand aggregator of our customers’ requirements. This enables us to obtain favorable terms to purchase marine fuel under a bulk purchase arrangement with suppliers at favorable terms instead of our customers transacting with a large number of suppliers on an individual transaction basis.
Strong presence in major ports in the Asia Pacific and emerging presence in Europe
As at the end of 2024, we had already established an extensive supply network that covers 60+ ports in the Asia Pacific and Europe. Out of these 60+ ports, 9 ports are within the top 10 container ports (in terms of throughput volume globally) where the world’s top liners operators frequently visit to have loading and unloading of containers as well as vessel refueling. Although the bunkering industry is fragmented, our Group is considered one of the few leading bunkering facilitators in some of the Asia Pacific regions, such as the Hong Kong and the PRC. We also started to establish a presence in the European market in 2023.
Effective treasury management system
An effective treasury management system is important to us for planning, organizing and controlling our working capital in order to optimize our use of funds as well as maintaining our liquidity. We have implemented an effective treasury management system to monitor our cash position on a continuous basis with an aim to allocate our resources efficiently in order to maximize our profitability. Our treasury management system is designed to ensure that our cash balance is maintained at the appropriate levels such that we are in the position to capture potential business opportunities while ensuring the efficient operation of our business.
Sustainable growth with minimal fixed asset investment
We focus on investing in the expansion of our supply network instead of in fixed assets, such as bunker barges in each of the ports we provide vessel refueling services. According to relevant government policies and regulations, most of our suppliers can only provide vessel refueling at their respective ports. We operate using a model which enables us to react swiftly to changing demand patterns among the ports in the Asia Pacific and Europe. If the demand for vessel refueling at any particular port changes, we can quickly adjust our services by providing our services at ports nearby within our supply network. Our business model minimizes our need to invest in fixed assets as we rely upon our extensive industry knowledge and established third-party relationships to arrange for the physical delivery of marine fuel to our customers.
Furthermore, port disturbances, which includes, among other things, adverse weather condition, port congestion, change in government regulations and temporary closures due to unforeseeable event (such as COVID-19 outbreak), do not have material adverse impact on our Group’s business given our ability to re-arrange refueling of the vessel to the next feasible port under our Group’s extensive supply network. Our established supply network allows us to grow our business without substantial capital investments, which, in turn, reduces our overall operating risk, provides more flexibilities, enhances our profitability and has a shorter investment return period when developing new locations.
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Climate Change and Sustainability
Climate Change
Climate change is a critical focus at the international level, with numerous countries adopting or considering regulatory frameworks aimed at reducing greenhouse gas (GHG) emissions. The European Union (EU) has committed to reducing net GHG emissions by at least 55% by 2030, supported by various subsidies and incentives. Notably, the European Union Emissions Trading System (EU ETS) is expected to become more stringent over time, with maritime transport emissions included effective January 1, 2024, and an expanded scope enforced from January 1, 2025.
In non-EU countries, regulatory approaches include cap-and-trade regimes, carbon taxes, restrictive permitting, increased efficiency standards, and various incentives or mandates. In contrast, the U.S. has seen a reversal of climate policies under President Trump, including a second withdrawal from the Paris Climate Agreement shortly after his second term inauguration.
Regulatory requirements related to ESG and sustainability reporting, as well as climate-related disclosure rules, are being adopted and may continue to emerge in various jurisdictions. For instance, the United States Securities and Exchange Commission (SEC) has imposed mandatory climate-related disclosure rules, which include specific qualifications concerning board oversight for registrants. These rules apply to all U.S. listed entities and foreign private issuers, with exemptions for certain classes, such as emerging growth companies (EGCs).
While these requirements have not yet significantly impacted our operations, new legislation or regulatory programs aimed at restricting GHG emissions in our operational areas could adversely affect our business. Additionally, fluctuations in demand for our services – driven by changes in costs, consumer preferences, and weather patterns – along with the economic health of the regions in which we operate, could materially affect our business, financial condition, results of operations, and cash flows.
Although the ultimate impact of these or other future measures, as well as the divergence between U.S. and international ESG priorities, are difficult to accurately predict, additional legislation or regulations could impose significant additional costs on us, our suppliers, vendors and customers, or could adversely affect demand for our services. The potential increase in our operating costs could include additional costs to operate and maintain our business, or paying taxes related to GHG emissions, among others. Furthermore, changes in regulatory policies or increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could result in reduction in demand for fuel oil products that are deemed to contribute to GHGs, harm our reputation and adversely impact our sales of fuel products. See Item 3D. - Risk Factors.
Environment
Safety and security are our top priorities as we supply bunker fuels through local physical suppliers. We implement strict controls over our suppliers to minimize environmental impacts, ensuring compliance with a wide range of local and international laws, regulations, and administrative requirements in the regions we operate related to the sale, blending, storage, transportation, delivery, and disposal of fuels.
As a company with no operations in the United States, we are not subject to U.S. environmental regulations. However, ongoing changes in environmental laws and regulations in the regions where we operate may require our customers to make capital expenditures, potentially increasing their operating costs. Such changes could impact the demand, pricing, or availability of our services. Historically, environmental regulations have evolved to become more stringent and costly, which may continue to affect the broader maritime industry.
Development of the ESG Initiatives
As a bunker facilitator facing the international markets, we are committed to integrating ESG initiatives not only aligns with global trends and regulatory requirements but also drives growth, efficiency, and reputation, ultimately giving a bunker facilitator a competitive advantage in the international market.
In 1H2024, Banle Group established an ESG Working Committee composed of middle-level managers from various business units and functions. This committee operates under the oversight of an independent director with extensive expertise in Environmental, Social, and Governance (ESG) issues. The director monitors the committee’s progress and ensures alignment with best practices.
To enhance the ESG knowledge of both the working committee and Banle Group staff from Malaysia, Hong Kong and Singapore, an online training session was held to equip participants with the necessary insights to integrate ESG principles into their daily operations effectively.
Recognizing the increasing demand for robust ESG practices in the marketplace, senior management is committed to advancing our business while ensuring a sustainable growth trajectory. To support this initiative, Banle Group has engaged a professional ESG consultancy to develop a comprehensive ESG Framework and Roadmap. This partnership aims to not only meet regulatory requirements but also exceed stakeholder expectations. The Board of Directors fully supports this initiative, and the project has already commenced in the first quarter of 2025.
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Community Engagement
As a global company, Banle encourages its staff to give back to their local community. We are focused on creating a positive impact, encouraging our employees to support the communities in which they live, and engaging with and supporting charities in all aspects of society.
Compliance and Risk Management
It is to our best knowledge that our counterparties are essential in risk management for the compliance with global regulatory requirements. We ensure that our chartered barges and the vessels to be refueled do not fall into any sanction list by accessing the transactional and analytical data with the Lloyds’ list, which consists of regulations imposed by the international committee.
Money laundering is one of the major financial crimes and we exercise utmost care to ensure no money laundering activity has taken place during our business. Furthermore, with the increasing enforcement risk in anti-corruption, we pay careful attention to the evolutions and response to the changes proactively.
Internal Control
To ensure the integrity of our information, we have extensive internal control policies and procedures in place to safeguard information assets, such as the management of confidential information. To maintain our operations in any case of unforeseen circumstances, we have our business continuity plan in place to reduce impacts and minimize service disruption. Furthermore, we comply with all aspects concerning quality management, supplier management, legal compliance, occupational safety and so forth. We are evaluated by an independent internal auditor on the sufficiency and implementation of the company’s policy and procedures while monitoring the policies implementation and making suggestions on improvements.
Credit Risk
Our credit underwriting and monitoring are comprehensive, and we have our formal credit committee to assess, approve, review and renew open credits for sales to all customers. This allows us to have sound mechanisms in place in order to prevent problems in the future. We provide open credits subject to the acceptability of the creditability of our customers. We may also require credit insurance to cover the risks of customers if our credit committee deems necessary.
Regulations
We are not aware of any significant rules and regulations that would affect our business activities in Malaysia, Hong Kong and in particular PRC where we only have a subsidiary incorporated therein without any transaction undertaken by the office. Nonetheless, we would like to highlight for reference the following rules and regulations which may be related to our business activities.
| 1. | THE LAWS AND REGULATIONS OF MALAYSIA
Please
refer to Exhibit 99 for more detail of the following laws and regulations: |
| 2. | THE LAWS AND REGULATIONS OF HONG KONG |
Please refer to Exhibit 99 for more detail of the following laws and regulations Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) Employment Ordinance (Chapter 57 of the Laws of Hong Kong) Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) |
| 3. | THE LAWS AND REGULATIONS OF THE PRC |
Please refer to Exhibit 99 for more detail of the following laws and regulations Related to Foreign Investment Information Security and Data Privacy |
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4.C. Organizational Structure
The following diagram illustrates our corporate structure as at April 16, 2025.
| (1) | CBL (Asia) Limited is a limited liability company incorporated in Hong Kong which is owned as to 51% by Dr. Teck Lim Chia, our Chairman and Chief Executive Officer, 44% by Dr. Xiaoling Lu and 5% by Mr. Yuan He. |
| (2) | Straits Energy Resources Berhad, or Straits, is a Malaysian company whose shares are listed on the ACE Market of Bursa Malaysia Securities Berhad (stock code: 0080). |
4.D. Property, plants and equipment
We do not own any real property and we rent the following leased properties from independent third parties for our operations:
| Property Address | Use of the property | Term | ||
Rm 3602-03A, 36/F, Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Hong Kong
|
Office | October 7, 2022 to October 6, 2025 | ||
Level 23-2, Menara Permata Sapura, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia
|
Office | August 1, 2023 to July 31, 2026 (3 years renewal term) | ||
| Room No. 4, No. 1–23A, First Floor, Paragon, Jalan Mustapha, 87000, Labuan, Malaysia | Office | January 1, 2025 to June 30, 2025 with automatic renewal until we give notice to end the lease term. | ||
| Pembroke House, 28-32 Pembroke Street Upper, Dublin, D02 EK84, Republic of Ireland. | Office | January 1, 2025 to June 30, 2025 | ||
| 7 Temasek Boulevard, #08-07 Suntec Tower One, Singapore 038987 | Office | February 15, 2024 to February 14, 2026 |
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| ITEM 4E. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
You should read the following discussion and analysis of the Group’s financial condition and results of operations in conjunction with the Group’s consolidated financial statements and the related notes included elsewhere in this annual report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Group’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information — 3.D. Risk Factors” or in other parts of this annual report.
5.A. Operating Results
Business Overview
CBL International Limited (“CBL” or the “Company”) is a marine fuel logistics provider specializing in bunkering services across strategic global ports. Previously focused more on container liners, the Company has broadened its customer base to include bulk carriers and tankers, contributing to revenue diversification. CBL operates in fossil fuel and sustainable fuel markets, with a presence across Asia Pacific, Europe, Africa, and Central America.
Core Competitive Advantages
CBL’s core competitive advantage lies in its extensive service network and ability to provide seamless and one-stop refueling solutions for customers. Acting as a central point of contact, the Company coordinates all aspects of refueling, including supplier negotiations, delivery scheduling, and quality assurance, ensuring seamless service and operational efficiency for its customers.
The Company’s geographic reach has expanded to over 60 key maritime ports, covering major global trade routes, including Trans-Pacific and Euro-Asia corridors. CBL’s supplier relationships provide access to competitive fuel pricing, favorable credit terms, and operational reliability. The Company maintains a strong compliance framework, conducting rigorous supplier due diligence to meet environmental and industry standards.
Growth Strategy
CBL’s strategy focuses on expanding its service network, increasing sales volume, and integrating sustainable fuel solutions. The Company continues to enhance its presence in high-growth regions, particularly Asia Pacific, while also expanding into Europe and other key bunkering markets.
With stringent environmental regulations influencing fuel demand, CBL is diversifying its product offerings, incorporating biofuels to comply with IMO and EU mandates. The Company also aims to leverage economies of scale, optimizing procurement efficiency to enhance financial performance while addressing regulatory changes in the industry.
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Service Network Expansion
CBL expanded its service network in fiscal year 2024, increasing port coverage from 36 locations since IPO listing to over 60 ports as of December 31, 2024. The Asia Pacific region remained CBL’s primary revenue driver, with key contributions from China, Hong Kong, Malaysia, Singapore, and South Korea. CBL’s service delivery locations are determined by the operational needs of its customers, which primarily include leading international container liner operators. Given the prominence of China and Hong Kong as major global shipping hubs—seven of the world’s top 10 container ports in 2024, according to Lloyd’s List—bunkering operations in these regions account for a significant portion of deliveries. The Company’s experience working with local suppliers in China further supports efficient fuel procurement and service execution. However, the customer base remains predominantly composed of international container liner operators whose global trade routes influence CBL’s network expansion and service allocation. Revenue growth year-on-year was notable across China, Hong Kong, Malaysia, Singapore, and South Korea.
Our operations are based in Malaysia, Hong Kong, Singapore and Ireland. All our transactions for vessel refueling services were concluded, and revenue was booked under our subsidiaries established in Malaysia, Hong Kong, Singapore, and Ireland. Our five largest customers from whom we generated 70.3% of our total revenue for fiscal year 2023 consisted of two Taiwanese companies, one Irish company, one Singaporean company and one Malaysian company; whilst for the financial period ended December 30, 2024, the five largest customers who contributed 67.2 % in the aggregate of our total revenue consisted of two Taiwanese companies, one Malaysian company, one Hong Kong company and one Irish company.
The Company’s European expansion focused on strengthening cross-regional service offerings for Euro–Asia trade routes. Growth was supported by a stronger presence in the Amsterdam-Rotterdam-Antwerp (ARA) region and a new Ireland office established in late 2023, enhancing local sourcing capabilities. Further expansion into Mauritius in May 2024 and Panama marked CBL’s entry into Africa and Central America, while the July 2024 inaugural bunkering service at Mundra Port, Gujarat, India positioned the Company within an emerging bunkering hub.
Beyond geographic expansion, CBL continued customer diversification efforts, reducing sole dependence on container liners. The share of non-container liners in total revenue increased, and sales concentration among the top five customers declined in fiscal year 2024. Additionally, revenue from the top 12 global container liner customers increased year-on-year in fiscal year of 2024, supported by the addition of two newly secured container line customers within this ranking, reflecting CBL’s ability to strengthen its market position in the global shipping industry.
Increase in Sales Volume
CBL’s sales volume grew in 2024 by 38.1% year-on-year, driving a 35.9% increase in revenue despite a 1.6% decline in oil prices. Growth was supported by network expansion, new customer acquisition, and a shift toward non-container liner segments.
As of December 31, 2024, CBL serviced nine of the world’s top 12 container shipping lines, representing nearly 60% of global container fleet capacity. The Company’s expanding customer base and broader service portfolio have reinforced its market position.
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Biofuel Supply & Sustainability Efforts
CBL continued expanding its biofuel operations, securing ISCC EU and ISCC Plus certifications in early 2023. Biofuel sales increased by 628.8% year-on-year in fiscal year of 2024, with volume rising by 603.0% year-on-year, reflecting growing market demand.
The Company introduced B24 biofuel operations in Hong Kong in July 2023, followed by bunkering services in Yantian, Shekou, Nansha in China, and Port Klang in Malaysia. The B24 biofuel blend consists of 76% fossil fuel and 24% UCOME (used cooking oil methyl ester), reducing GHG emissions by 20% compared to conventional marine fuels.
As sustainability regulations tighten, CBL continues to evaluate other sustainable fuels, including LNG, methanol, and hydrogen, to align with evolving industry requirements.
Information Technology and Automation
CBL has upgraded its back-end systems, implementing real-time order tracking, data analytics, and workflow automation to streamline operations. While the Company’s current IT strategy focuses on internal process improvements, it has deployed resources to explore AI applications for future automation and decision-making enhancements.
Credit Risk Management
CBL has strengthened its credit risk assessment framework, integrating data-driven analytics to monitor supplier and customer payment histories, market fluctuations, and transactional behaviors. These measures enhance proactive risk mitigation and financial stability.
Working Capital Management
CBL optimized its cash cycle, accounts receivable days, and accounts payable days, improving liquidity and operational efficiency. As of December 31, 2024, the Company’s factoring facilities increased compared to the previous fiscal year, alongside a higher cash balance, reflecting strengthened liquidity and financial flexibility. Additionally, CBL expanded its funding sources by accessing capital markets, such as private placement, increasing financial flexibility to support growth initiatives.
Private Placement
In August 2024, CBL raised $1.375 million through a private placement of its ordinary shares to fund network expansion and sustainable fuel projects, in alignment with its sustainability strategy.
Post-Results Events
The Company filed a shelf registration statement on January 10, 2025 and became effective on January 24, 2025. The aggregate initial offering price of the securities that we may offer and sell will not exceed $50,000,000. Subsequently, the Company filed an at-the-market (ATM) offering on February 28, 2025, with an aggregate offering price of up to $2,604,166. We intend to use the net proceeds we receive from the sale of the shares of ordinary shares for general corporate purposes, which may include acquisitions and other business opportunities and the repayment of indebtedness. Our management will have broad discretion to allocate the net proceeds of the offerings.
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Macroeconomic Environment
Geopolitical Tensions & Market Impacts
Throughout fiscal year 2024, global maritime trade faced significant disruptions due to geopolitical tensions. The Red Sea crisis, which began in late 2023, led to increased attacks on vessels, forcing shipping companies to reroute around the Cape of Good Hope. This diversion added 10 to 14 days to voyages between Asia and Northern Europe, significantly increasing fuel consumption and operational costs. Freight rates surged, and ports in China, Singapore, Mauritius, and Cape Town experienced heightened bunkering demand. In response, CBL adjusted its service network and opened a new port in Mauritius to accommodate shifting demand, reinforcing its presence in key refueling locations.
Broader Middle East tensions, including the Israel-Gaza war and other regional conflicts, further exacerbated disruptions in global shipping, leading to higher insurance premiums and increased operational costs for vessel operators. Meanwhile, the ongoing Ukraine conflict contributed to energy market instability, prompting the European Union to diversify its fuel sourcing away from Russia, adding volatility to oil prices. Brent crude fluctuated throughout fiscal year 2024, affecting bunker fuel pricing. As a result, CBL’s operational costs increased, reflecting the challenges of managing fuel price fluctuations, insurance premiums, and supply chain adjustments. Additionally, competitive pressures in a volatile market led to a decline in CBL’s margins, as the Company took the initiative to offer more competitive pricing to customers amid slightly lower oil prices. Despite these challenges, CBL leveraged strategic pricing measures to mitigate risks and maintain stable fuel supply for its customers.
In the broader economic landscape, global GDP growth is forecasted to slow to 2.6% in 2024 according to UN Trade and Development (UNCTAD). However, global trade reached nearly $33 trillion, supported by an expected 2% increase in total maritime trade and a 3.5% expansion in containerized trade, according to UNCTAD. The global containerized trade sector remained resilient, driven by supply chain adjustments and shifting trade flows. With a network covering 13 of the world’s top 15 container ports, according to Lloyd’s List in December 2024, CBL adapted to evolving shipping patterns, ensuring service continuity by shifting bunkering operations to alternative ports when necessary.
Biofuel and Sustainable Fuel Markets
The adoption of sustainable marine fuels has accelerated due to increasingly stringent environmental regulations, including the IMO 2020 sulfur cap, the European Union Emissions Trading System (EU ETS), FuelEU Maritime, and the 2023 IMO Greenhouse Gas (GHG) Strategy. The IMO GHG Strategy aims to reduce the carbon intensity of international shipping by at least 40% by 2030, prompting the industry to seek lower-emission fuel alternatives. Similarly, EU ETS and FuelEU Maritime policies encourage the use of renewable and low-carbon fuels by imposing financial incentives and regulatory requirements on ship operators.
In response to these policies, there has been a notable increase in orders for alternative-fuel vessels, many of which feature dual-fuel engines capable of operating on both traditional and alternative fuels such as methanol, ammonia, and LNG. This shift provides vessel operators with flexibility while transitioning to sustainable energy sources. Additionally, governments worldwide have introduced policies and tax incentives to support the adoption of alternative fuels, further accelerating the industry’s decarbonization efforts.
CBL has taken steps to align with these regulatory and market changes by expanding its B24 biofuel supply, which helps customers comply with Carbon Intensity Indicator (CII) regulations. The Company continues to explore additional sustainable fuel options, including LNG, methanol, and hydrogen, as part of its strategy to remain adaptable to evolving fuel demand. By leveraging its supply network and engaging with local and international stakeholders, CBL aims to facilitate the transition to cleaner marine energy while maintaining operational efficiency.
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Results of Operations
The following provides a summary of our consolidated results of operations for the periods indicated:
| For the Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | 592,517,545 | $ | 435,897,718 | ||||
| Cost of revenue | 587,142,893 | 428,686,593 | ||||||
| Gross profit | 5,374,652 | 7,211,125 | ||||||
| Operating expenses | ||||||||
| Selling and distribution | 2,705,604 | 1,242,157 | ||||||
| General and administrative | 5,996,638 | 4,307,141 | ||||||
| Total operating expenses | 8,702,242 | 5,549,298 | ||||||
| (Loss) income from operations | (3,327,590 | ) | 1,661,827 | |||||
| Other (income) expenses: | ||||||||
| Interest expense, net | 570,691 | 231,633 | ||||||
| Other expenses (income), net | 2,616 | (1,061 | ) | |||||
| Total other expenses, net | 573,307 | 230,572 | ||||||
| (Loss) income before income taxes | (3,900,897 | ) | 1,431,255 | |||||
| (Write back) provision for income taxes | (29,484 | ) | 298,605 | |||||
| Net (loss) income | (3,871,413 | ) | 1,132,650 | |||||
| Basic and diluted EPS | $ | (0.136 | ) | $ | 0.045 | |||
Revenue. Our consolidated revenue increased by approximately 36%, from approximately US$435,898,000 for the year ended December 31, 2023, to approximately US$592,518,000 for the year ended December 31, 2024. This growth was primarily driven by a 38% increase in sales volume, supported by the addition of new customers during the year, expansion of our supply network to cover more ports, and a broader customer base that now includes bulk carriers and oil and gas tankers in addition to container liner operators. The increase in volume was also facilitated by the availability of sufficient financial resources to support fuel purchases. Despite the volume growth, the average selling price of marine fuels declined slightly by 1.6%, in line with movements in international oil prices during the year.
Gross profit. Our consolidated gross profit for the year ended December 31, 2024, was approximately $5,375,000, a reduction of approximately $1,836,000 or approximately 25%, compared to the year ended December 31, 2023. This decline was primarily driven by the reduction in premium sold to customers and led to lower gross profit per ton, which was partially offset by an increase in volume sold, as the Company adjusted its pricing strategy in response to evolving market dynamics.
CBL expanded its supply network to over 60 ports as of December 31, 2024 and broadened its customer base. However, heightened competition in the bunkering sector—exacerbated by disruptions in the Red Sea and shifts in shipping patterns—led to increased price sensitivity among customers. To support volume growth and strengthen market position, the Company offered more competitive premiums, which reduced gross profit per ton and contributed to the overall decrease in gross profit.
While the lower margins impacted short-term profitability, the volume-driven strategy is intended to support long-term operational efficiencies through economies of scale. By increasing order volumes and enhancing procurement leverage at key ports, the Company expects to optimize unit costs and improve gross margins over time, particularly as market conditions stabilize.
Operating Expenses. Consolidated total operating expenses for the year ended December 31, 2024, were approximately $8,702,000 an increase of approximately $3,153,000, or 57%, compared to that of approximately $5,549,000 for the year ended December 31, 2023. Firstly, the selling and distribution expenses which was one part of the operating expenses was increased to $2.7 million as compare with that of $1.24 million for the year ended December 31, 2023. The general and administrative expenses which is another part of the operating expenses showed very substantial changes. It increased by approximately 39% as compared with that for the year ended December 31, 2023. The substantial increase was primary attributable to expenses for business expansion and biofuel operation, and additional expenses related to enhance ESG.
The increase in operating expenses reflects our strategic investments in growth initiatives and compliance with the listing requirements, which are essential for our long-term growth and operational scalability.
Other Expenses, net. For the year ended December 31, 2024, we incurred net non-operating expenses of approximately $573,000, compared to net non-operating expense of $231,000 for the year ended December 31, 2023. The increase of expenses of approximately $342,000 was mainly attributable to the increase in net interest expenses, which was in line with the increase in sales revenue given that more account receivables had been sold to the bank under the account receivable purchase facilities.
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Income Taxes. For the year ended December 31, 2024, there was a write back of income tax as the Company was incurring losses. This resulted in a decrease of income tax expenses of $328,000 as compared to an income tax provision of approximately $299,000 for the year ended December 31, 2023.
Net loss/income. Net income decreased by approximately $5,004,000 from approximately $1,133,000 net income for the year ended December 31, 2023, to net loss of approximately $3,871,000 for the year ended December 31, 2024. The decrease was primarily attributable to a decline in gross profit, as the Company adopted a volume-driven growth strategy that involved offering more competitive pricing in a market characterized by intensified competition and pricing pressure. While this approach supported increased sales volume and market share, it also contributed to narrower profit margins.
In addition to reduced gross margins, the net loss was impacted by increased expenses for business expansion, biofuel operation, additional expenses to enhance ESG, and a rise in interest expenses. These were partially offset by a reduction in income tax expenses. The financial outcome reflects both the dynamic nature of the bunkering industry and the Company’s ongoing investment in client base development and geographic growth, which are expected to enhance long-term positioning as market conditions normalize.
Future Uses of Liquidity
Cash is primarily used to fund working capital to support our operations. As of December 31, 2024, our contractual obligations were as follows (in thousands):
| Current | Non-current | Total | ||||||||||
| Operating lease obligations | $ | 159.0 | $ | 35.4 | $ | 194.4 | ||||||
| Derivatives obligations | - | - | - | |||||||||
| Total | $ | 159.0 | $ | 35.4 | $ | 194.4 | ||||||
Apart from trade payables and borrowings from bank, the Company did not enter into any other debt arrangement during 2024. The current portion of the above obligations were those due within twelve months. The non-current portion were those due beyond twelve months. As of December 31, 2024, the Company did not have any obligations with due dates beyond 24 months.
We enter into lease arrangements for the use of offices for our operations. See Note 12. Leases for additional information.
We are structured in such a way that in all material aspects, we are not directly exposed to commodity price risk or market price volatility. This is primarily due to the nature that the majority of our contractual agreements incorporate a pass-through mechanism for price fluctuations. Specifically, our contracts include an add-on pricing structure, whereby any increase in market prices is passed on to the customer, and any decrease in market prices results in a corresponding reduction in the price charged to the customer. As a result, we do not bear the risk associated with volatile bunker prices, as these fluctuations are directly reflected in the pricing terms agreed upon with our customers. However, in certain circumstances when there are mismatches in our buy and sell terms and arrangements, under which we will be exposed to market price risks, we will then utilize derivatives as instruments to effectively neutralize the exposure in market price risk.
As part of our risk management program, we enter derivative instruments intended to mitigate risks associated with changes in commodity prices. Our obligations associated with these derivative instruments fluctuate based on changes in the fair value of the derivatives. See Note 4. Derivative Instruments and Note 2G. Fair Value Measurements for additional information. There was no contractual obligation incurred during the year 2024 and no outstanding obligations as of December 31, 2024 other than those disclosed above.
From time to time, we fix purchase commitments associated with our risk management program, as well as a purchase contract with our suppliers, under which we agreed to purchase a certain quantity of marine fuel at future market prices. As of December 31, 2024, we entered into such purchase agreements with any supplier. See Note 8. Commitments and Contingencies for additional information.
Capital Expenditures. During the year ended December 31, 2024, we incurred capital expenditures in the ordinary course of business of $144,000, the majority of which comprises office equipment and computer software. In 2025, we expect our capital expenditures to be generally consistent with the year ended December 31, 2024.
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Cash Flows
The following table reflects the major categories of cash flows (in thousands). For additional details, please see the Consolidated Statements of Cash Flows.
| For
the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash used in operating activities | $ | (1,943 | ) | $ | (10,033 | ) | ||
| Net cash used in investing activities | (144 | ) | (774 | ) | ||||
| Net cash provided by financing activities | 2,706 | 13,177 | ||||||
Operating Activities. Net cash used in operating activities of $1,943,000 for the year ended December 31, 2024, compared to cash used in operating activities of $10,033,000 for the year ended December 31, 2023, representing a decrease of $8,090,000 or a 80.6% reduction in net cash outflow used in operating activities. The decrease in net cash used in operating activities was primarily due to the following:
| a) | The change in accounts receivable was approximately $11,554,000 net cash outflow for the year ended December 31, 2024, as compared to $6,680,000 net cash outflow for the year ended December 31, 2023, resulting in an increase in net cash used in operating activities in the amount of approximately $4,874,000. The increase in net cash outflow related to accounts receivable was mainly attributable to higher credit sales in FY2024 compared to FY2023. |
| b) | The change in prepayments and other current assets was approximately $3,768,000 net cash outflow for the year ended December 31, 2024. For the year ended December 31, 2023, change in prepayments and other current assets was approximately $19,042,000 net cash outflow, resulting in a decrease in net cash used in operating activities in the amount of approximately $15,274,000. The decrease was primarily due to reduced prepayments made to suppliers in FY2024 compared to FY2023. |
| c) | The change in accounts payable was approximately $14,554,000 net cash inflow for the year ended December 31, 2024. For the year ended December 31, 2023, the change in accounts payable was approximately $14,779,000 net cash inflow, resulting in a decrease in net cash provided by operating activities in the amount of approximately $225,000 as compared on a year-on-year basis. The decrease was mainly attributable to the fact that more new accounts were opened with suppliers who offered credit lines to the Company to purchase marine fuel in the year 2023. These new credit lines remained available to the Company. In 2024, despite we managed to obtain new credits from new suppliers, the increase of new accounts were not as many as in 2023. |
| d) | The change in accrued expenses and other liabilities was $2,619,000 net cash inflow for the year ended December 31, 2024. For the year ended December 31, 2023, the change in accrued expenses and other liabilities was $218,000 net cash inflow, resulting in an increase in net cash provided in this respect in the amount of $2,401,000 as compared on a year-on-year basis. The increase was mainly attributable to the payments received from accounts receivable already sold to the bank which were supposed to be utilized by the bank to settle the advances drawn but had not yet been utilized. |
Investing Activities. Net cash used in investing activities of $144,000 for the year ended December 31, 2024, comprised mainly the payments for design and implementation of the Group’s new management information system and the purchase of office equipment.
Financing Activities. During the year 2024, the Company issued 2,500,000 new Ordinary Shares of par value $0.0001 per share through a private placement to an investor at a price of $0.55 per share. In return, the Company received gross proceeds of approximately $1,375,000 in placement.
During the year, the Company was offered by a commercial bank of an accounts receivable backed loan facility, which allowed the Company to draw advances against the accounts receivable of selected customers accepted by the bank. This facility provided net cash inflow of $1,360,000 in the year 2024.
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5.B. Liquidity and Capital Resources
Liquidity to fund working capital is a significant priority for the Group’s bunker business. Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly. The major working capital items as of December 2024, and 2023 are as follows (in thousands):
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Current assets: | ||||||||
| Accounts receivable | $ | 36,680 | $ | 25,126 | ||||
| Prepayments and other current assets | 23,086 | 19,317 | ||||||
| 59,766 | 44,443 | |||||||
| Current liabilities: | ||||||||
| Accounts payable | 42,007 | 27,453 | ||||||
| Accrued expenses and other liabilities | 2,963 | 344 | ||||||
| Bank borrowing | 1,360 | - | ||||||
| 46,330 | 27,797 | |||||||
| a) | The accounts receivable increased by $11,554,000 during the year ended December 31, 2024, mainly attributable to higher credit sales in FY2024 compared to FY2023. |
| b) | The prepayments and other current assets increased by $3,769,000 in the year ended December 31, 2024. The increase was primarily for goods purchased from new suppliers who have yet to offer credit lines to the Company. |
| c) | The accounts payable increased by $14,554,000 in the year ended December 31, 2024, mainly attributable to more credits provided by suppliers in FY2024 to cope with the increase in sales revenue thus more credit purchases in FY2024 compared to FY2023. |
| d) | The accrued expenses and other liabilities increased by $2,619,000 during the year ended December 31, 2024. The increase was mainly attributable to the payments received from accounts receivable already sold to the bank which were supposed to be utilized by the bank to settle the advances drawn but yet have been utilized. Such amount was recorded under other liabilities. |
| e) | The bank borrowing increased by $1,360,000 for the year ended December 31, 2024 as the bank facilities were first offered to the Company in 2024. There was no such bank facility in 2023. |
Sources of Liquidity and Factors Impacting Our Liquidity
Our liquidity, consisting principally of cash and trade credits offered by suppliers, fluctuates based on a number of factors, including the timing of receipts from our customers and payments to our suppliers, changes in fuel prices, as well as our financial performance.
We rely on facilities provided by banks and trade credit from suppliers as an important source of liquidity for working capital requirements for our operations. Future market volatility, generally, and any persistent weakness in global energy markets may adversely affect our ability to access capital and credit markets or to obtain funds at reasonable interest rates or on other advantageous terms. In addition, since our business is impacted by the availability of trade credit to fund fuel purchases, an actual or perceived decline in our liquidity or business generally could cause our suppliers to reduce our credit lines, which in turn may otherwise materially modify our payment terms.
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During times of high fuel prices, our customers may not be able to purchase as much fuel from us because of their credit limits with us and the resulting adverse impact on their business could cause them to be unable to make payments owed to us for fuel purchased on credit. Furthermore, when fuel prices increase our working capital requirements increase and our own credit limits could prevent us from purchasing enough fuel from suppliers to meet customers’ demands, or we could be required to prepay for fuel purchases, any of which would adversely impact our liquidity.
However, extended periods of low fuel prices, particularly when coupled with low price volatility, can have a favorable effect on our operating results. This can occur due to lower working capital requirements for the same trade volume. In other words, under low fuel price environments, the same amount of capital enables us to conduct more business with lower working capital requirements.
Receivables Purchase Agreements. We have a non-recourse receivable purchase program with a bank that allows us to sell a specified amount of qualifying accounts receivable for cash. The accounts receivable purchase program provides the constituent bank with the ability to accept customers from this program with the level of risk exposure the bank is willing to accept with respect to those particular customers.
Receivable-backing loan facilities. We were offered by a bank to draw short-term loans with the backing by the amount of qualifying accounts receivable.
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the balance between debt and equity.
The company reviews the capital structure on an ongoing basis. As a part of this review, the directors consider the cost of capital, and the risks associated with each class of capital. The Company will balance its overall capital structure through various means, such as issuance of new shares, payment of dividends, and the issue of new debt or the repayment of existing debt.
During the year 2024, the Company issued 2,500,000 new Ordinary Shares of par value $0.0001 per share through a private placement to an investor at a price of $0.55 per share. In return, the Company received gross proceeds of $1,375,000 in the placement. This provides us with a new source of capital to fund our business and expansion.
Based on the information currently available, we believe that our cash and cash equivalents as of December 31, 2024 and available funds from our credit facilities, together with cash flows generated by operations, are sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.
5.C. Research and Development, Patent and Licenses, etc.
Not applicable. The Company has not undertaken any Research and Development activities in the past three years.
5.D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2022 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
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5.E. Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and related notes. The most significant estimates and judgments include the allowance for doubtful accounts, useful life of property, plant and equipment, income taxes and uncertain tax positions. Actual amounts could differ from those estimates.
Our significant accounting policies are set forth in note 2 to our audited consolidated financial statements included in this annual report.
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
6.A. Directors and Senior Management
The following table sets forth certain information regarding our directors and senior management as of the date of this annual report.
| Directors and Senior Management | Age | Position | Director Since | Term Expires in the Annual Meeting held in the Year | Director Class | |||||
| Dr. Teck Lim Chia | 57 | Chairman, Chief Executive Officer & Acting Chief Financial Officer | 22 Mar 2023 | 2027 | II | |||||
| Mr. Logeswaran Ramasamy | 52 | Vice President, Director | 22 Mar 2023 | 2026 | I | |||||
| Dato’ Sri Kam Choy Ho | 61 | Director | 22 Mar 2023 | 2026 | I | |||||
| Mr. Ulf Lothar Naujeck | 63 | Independent Director | 22 Mar 2023 | 2026 | I | |||||
| Ms. Karen Yee Lynn Cheah | 56 | Independent Director | 22 Mar 2023 | 2026 | I | |||||
| Mr. Koon Liang Ong | 46 | Independent Director | 22 Mar 2023 | 2027 | II | |||||
| Mr. Khai Fei Wong | 43 | Independent Director | 22 Mar 2023 | 2027 | II | |||||
| Mr. Yuan He | 43 | Senior Vice President | - | - | - | |||||
| Mr. Chi Kwan Fung | 65 | Vice President, Assistant Chief Financial Officer | - | - | - |
Dr. Teck Lim Chia, aged 57, is the chairman of our board of directors, chief executive officer since inception of our Group, and is primarily responsible for overseeing the strategy and decision making of our Group. He has over 19 years of experience in the oil and gas related industries and business management. Before founding our Group, Dr. Chia was employed by BrightOil Group, a company based in Shenzhen, PRC which was principally engaged in the fuel oil business from April 2006 to June 2008, with his last position held as general director. From June 2008 to September 2011, he served as an executive director of BrightOil Group’s listing company on the Hong Kong Stock Exchange and undertook the role of developing the company’s international business network. From October 2011 to January 2017, Dr. Chia served as a director of an oil trading company. Dr. Chia received a bachelor’s degree in business administration management from Oklahoma State University in December 1988 and a master’s degree in public administration from the University of Management & Technology in June 2012. Dr. Chia further pursued his academic enhancement by completing a Doctorate in Business Administration from the University of Management and Technology in 2025.
As the former Chief Financial Officer stepped down from the position on December 31, 2024 and retired on February 14, 2025, Dr. Chia is the Acting Chief Financial Officer of the Group until the Group identifies a suitable candidate for the position.
We believe that Dr. Chia qualifies as a director because he is the founder of our Group and has extensive experience in the industry.
Mr. Logeswaran Ramasamy, aged 52, has been appointed as our director on March 22, 2023, and is primarily responsible for the overall operations and management of Banle Marketing, and market development in the Southeast Asia region. Mr. Ramasamy joined our Group in October 2020. Mr. Ramasamy graduated from the Northern University of Malaysia (University Utara Malaysia) with a bachelor’s degree in business administration in July 1997. From September 1997 to March 1998, he worked as a management trainee at Aurora Tankers Sdn. Bhd. From April 1998 to April 2002, he served at KL Maritime (M) Sdn. Bhd., with his last position held as head of shipbroking operation. From March 2003 to May 2004, he was a shipbroker at EverGreen Milestone Sdn. Bhd. From June 2004 to February 2006, he was a shipbroker at Nautica Chartering Sdn. Bhd. From March 2006 to March 2015, he was the chief operating officer at KIC Oil & Gas Sdn. Bhd. Since June 2015, he served as a director of KL Bunkering (M) Sdn. Bhd.
We believe that Mr. Ramasamy qualifies as a director because of his extensive experience in the industry.
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Dato’ Sri Kam Choy Ho, aged 61, has been appointed as our director on March 22, 2023, and is primarily responsible for advising on strategy, policy, performance and other general matters of our Group. He has over 35 years of experience in the commercial management of vessels in the shipping industry. Apart from our Group, he has been a director of R.H. Pacific Shipping (Agencies) Limited (previously known as Hotama Pacific Shipping (Agencies) Limited) since August 1997, a company that primarily engages in shipping and transportation of bulk/bagged cargo until May 2023. He joined Straits Energy Resources Berhad, a company listed on the ACE Market of Bursa Malaysia Securities Berhad (stock code: 0080), in August 2016 as a non-independent and non-executive director and was re-designated as an executive director in January 2017. He is currently the group managing director, and is responsible for the overall business management and strategic development of Straits. He is currently the Chairman of the Board of TMD Energy Limited.
We believe that Dato’ Sri Kam Choy Ho qualifies as a director because of his extensive experience in the industry.
Mr. Ulf Lothar Naujeck, aged 63, has been appointed as our independent director, the chairman of the compensation committee and a member of the nominating and corporate governance committee on March 22, 2023. Mr. Naujeck has over 26 years of experience in procurement and management. From July 1994 to July 2019, he was employed by Hapag-Lloyd AG, an international container liner operator, with his last position as a senior director of purchasing and supply. Mr. Naujeck graduated from the University of Hagen (FernUniversität in Hagen) with a diploma in business in September 2001.
We believe that Mr. Naujeck qualifies as a director because of his extensive experience in the industry.
Ms. Karen Yee Lynn Cheah, aged 56, has been appointed as our independent director, the chairperson of the nominating and corporate governance committee, and a member of the audit committee and compensation committee on March 22, 2023. Ms. Cheah is an advocate and solicitor in Malaysia and has over 29 years of practice experience in the legal field. She was admitted to the Malaysian Bar in 1995 and commenced full practice since then. Ms. Cheah’s current primary focus is on information technology and data privacy, mergers & acquisition, regulatory compliance, foreign direct investments, corporate and commercial contracts, real estate transactions, banking and finance, private wealth management, and non-contentious tax areas. Ms. Cheah was the Honorary Secretary and Treasurer of the Malaysian Bar from 2013 to 2017. Ms. Cheah had served 2 terms as the President of the Malaysian Bar and chairman of the Malaysian Bar Council for terms of 2022/2023 and 2023/2024. She is currently the Immediate Past President of the Malaysian Bar and a member of the Bar Council for the term 2024/2025. She obtained a bachelor’s degree in laws from the University of London in 1993 and the Malaysian Certificate in Legal Practice in 1994.
We believe that Ms. Cheah qualifies as a director because of her extensive experience in regulatory compliance.
Mr. Koon Liang Ong, aged 46, has been appointed as our independent director and the chairman of the audit committee and a member of the compensation committee on March 22, 2023. Mr. Ong has over 23 years of experience in providing auditing, taxation, liquidation and other assurance services to companies in Malaysia. He joined Ong & Wong Chartered Accountants in September 2000 as a junior associate and is currently an audit partner of the firm. Mr. Ong has served as a director of O & W Tax Consultants Sdn. Bhd. since April 2013 up to the present. Mr. Ong has been a member of the Association of Chartered Certified Accountant in Malaysia since July 2004, a member of the Malaysian Institute of Accountants since August 2005, an approved auditor of the Ministry of Finance Malaysia since February 2013 and a member of the Chartered Tax Institute of Malaysia since March 2014. Mr. Ong graduated from the University of Manchester in June 2000 with a bachelor of arts in economic and social studies (major in accounting).
We believe that Mr. Ong qualifies as a director because of his extensive experience in financial compliance.
Mr. Khai Fei Wong, aged 43, has been appointed as our independent director, and a member of the audit committee and nominating and corporate governance committee on March 22, 2023. Mr. Wong has over 15 years of experience in auditing, taxation and corporate secretarial matters. He began his professional career in June 2008 with Indah Secretarial (KL) Sdn Bhd (formerly known as Cheng & Co Secretarial Sdn Bhd) as a secretarial assistant. In July 2013, Mr. Wong set up a corporate secretarial firm which principally provides corporate secretarial, dissolution and tax advisory services. Mr. Wong has been a manager of OKL Taxation Services Sdn Bhd since 2020. Mr. Wong has been a licensed company secretary of the Companies Commission of Malaysia since July 2014, an associate member of the Chartered Tax Institute of Malaysia since October 2020 and a licensed tax agent of the Inland Revenue Board of Malaysia since December 2021. Mr. Wong graduated from The University of Sheffield in July 2003 with a bachelor’s degree in arts.
We believe that Mr. Wong qualifies as a director because of his extensive experience in financial compliance.
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Mr. Yuan He, aged 43, is the senior vice president of our Group since the inception of our Group in 2015. He is primarily responsible for bunkering the business division and the Group’s management and strategic development. Mr. He has over 17 years of experience in the oil and gas-related industries and business management. He obtained a bachelor’s degree in engineering in July 2003 and a master’s degree in science from the University of Wollongong in Australia in July 2005.
Mr. Chi Kwan Fung, aged 65, has been appointed the assistant chief financial officer of our Group on January 1, 2025. Mr. Fung is primarily responsible for overseeing the financial operations and management of our Group. He has more than 18 years of experience in finance and accounting. Mr Fung joined our group as Financial Controller in 2022and before joining our Group, he was the executive director, chief financial officer, and company secretary of Hans Energy Company Limited from June 2005 to February 2017, a company listed on the Hong Kong Stock Exchange (stock code: 554). Mr. Fung obtained a bachelor’s degree in commerce from the University of Toronto in Canada in November 1983. He was admitted as a fellow of the HKICPA in December 1997 and an associate of the Institute of Chartered Accountants in England and Wales in April 2005 and is currently a member of the HKICPA.
Board Diversity
Our Company was listed on the Nasdaq on March 23, 2023 and the composition of our board of directors has remained unchanged since then. The table below provides certain information regarding the diversity of our board of directors as of December 31, 2024 and the date of this annual report.
| Board Diversity Matrix | |
| Country of Principal Executive Office | Malaysia |
| Foreign Private Issuer | Yes |
| Disclosure Prohibited Under Home Country Law | No |
| Total Number of Directors | 7 |
| Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender |
| 1 | 6 | 0 | 0 |
As at the date of this report, the number of Directors who are male and female are six and one, respectively. Our Company is in the course of identifying suitable female board candidates and intends to have at least two diverse Directors by December 31, 2026.
Family Relationships
There are no family relationships among any of our directors or executive officers.
6.B. Compensation
During the year ended December 31, 2024, we paid $1,681,068, in the aggregate, to our executive officers, directors and senior management. During the year ended December 31, 2023, we paid $1,499,917, in the aggregate, to our executive officers, directors and senior management. In addition to annual retainers and meeting fees, directors are entitled to certain perquisites, including reimbursement for a private club membership. The Private club membership is primarily utilized for business development purposes. The total value of these benefits provided to directors during the fiscal year was $4,500. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers.
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6.C. Board Practices
Term of Office
Our memorandum of association, as amended, provides that the Board of Directors be divided into three classes with each class serving a staggered three-year term. The term of Class I directors expires at our 2026 annual general meeting, the term of Class II directors expires at our 2027 annual general meeting, and the term of Class III directors expires at our 2028 annual general meeting. Since all directors were re-elected in the Annual General Meeting in 2023, and 3 directors were re-elected in the Annual General Meeting in 2024, the Company currently only has Class I and Class II directors. Ms. Cheah, Dato’ Sri Ho, Mr. Ramasamy and Mr. Naujeck serves as the members of Class I, Dr. Chia, Mr. Ong and Mr. Wong serve as the members of Class II. Executive officers and senior management are appointed by the Board of Directors. According to the Directors Agreement, our directors are appointed to serve for their respective term, which continues until the Director’s successor is duly elected or appointed and qualified or until the Director’s earlier death, disqualification, resignation or removal from office, pursuant to the terms of the Director Agreement, the Company’s then current memorandum and articles of association, as may be amended from time to time, or any applicable laws, rules, or regulations.
Executive Officer Employment Agreements with our Chief Executive Officer and Assistant Chief Financial Officer
The Chief Executive Officer, Dr. Chia and the Assistant Chief Financial Officer, Mr. Fung are employed by the Company pursuant to standard forms of Executive Officer Employment Agreements. Dr. Chia’s and Mr. Fung’s Executive Officer Employment Agreements are dated March 22, 2023 and January 1, 2025, respectively. Under the Executive Officer Employment Agreements, Dr. Chia and Mr. Fung receive a monthly base salary. The Executive Officer Employment Agreements may be terminated upon the Director’s earlier death, disqualification, resignation or removal from office, pursuant to the Company’s then-current memorandum and articles of association, as may be amended from time to time, or any applicable laws, rules, or regulations.
None of the Executive Officer Employment Agreements provides for benefits upon termination of employment of our executive officers.
Senior Management Agreements
The Chief Executive Officer, Dr. Chia, and the Vice President, Mr. Fung, are employed by Banle International Group Limited. The Senior Vice President, Mr. He, is employed by Banle Energy International Limited, while the Vice President, Mr. Ramasamy, is employed by Banle International Marketing Limited. All senior management are engaged under standardized Employment Agreements. Under these agreements, senior management receives a monthly base salary and an incentive bonus tied to both individual performance and the Company’s overall performance, with bonus payments subject to the Company’s sole discretion. The Employment Agreements are open-ended and either party may terminate the agreement by providing two months’ written notice.
None of the Employment Agreements provides for benefits upon termination of employment of our senior management.
Directors Agreements
On March 22, 2023, we entered into Director Agreements (the “Director Agreements”) with each of our directors using our standard form of agreement. The term of each such appointment is stated in the abovementioned “Term of Office”.
Other than Mr. Ulf Lothar Naujeck who chooses not to receive any compensation, each of our directors received a monthly remuneration of $2,500 commencing March 22, 2023 till December 31, 2023. As approved by the Compensation Committee, such monthly remuneration was increased to $2,600 with effect from January 1, 2024. None of the Director Agreements provides for benefits upon termination of the appointment of our directors. The Directors Agreements do not provide additional compensation to committee members or chairs.
Board Meetings
There were altogether 6 board meetings held in 2024.
The following table shows the attendance of directors at meetings of the Board during the year ended December 31, 2024.
| Name of Director | Number of Meetings attended | |
| Directors: | ||
| Dr. Teck Lim Chia | 6/6 | |
| Mr. Logeswaran Ramasamy | 6/6 | |
| Dato’ Sri Kam Choy Ho | 6/6 | |
| Independent Directors: | ||
| Mr. Ulf Lothar Naujeck | 6/6 | |
| Ms. Karen Yee Lynn Cheah | 6/6 | |
| Mr. Koon Liang Ong | 6/6 | |
| Mr. Khai Fei Wong | 6/6 |
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Committees of the Board
We have established and will maintain three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. We have adopted the charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of Mr. Ong, Ms. Cheah and Mr. Wong and is chaired by Mr. Ong. We have determined that each of these 3 directors satisfies the “independence” requirements of the Nasdaq Listing Rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Mr. Ong qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:
| ● | appointing or replacing the independent registered public accounting firm; determining the compensation and oversight of the work of the independent registered public accounting firm for the purpose of preparing or issuing an audit report or related work with the independent registered public accounting firm reporting directly to the audit committee. |
| ● | pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; |
| ● | meeting with the independent registered public accounting firm prior to the audit to review the scope, planning and staffing of the audit; |
| ● | reviewing and discussing with management and the independent registered public accounting firm the annual audit report, the financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” proposed to be included in the Company’s Annual Report on Form 20-F, and recommend to the Board whether the audited financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be included in the Annual Report on Form 20-F; |
| ● | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; |
| ● | discussing with management and the independent registered public accounting firm, as appropriate, significant financial reporting issues and judgments made in connection with the preparation of the annual audited financial statements; |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; |
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| ● | discussing with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management; |
| ● | reviewing disclosures made to the audit committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Form 20-F about any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting; |
| ● | obtaining and reviewing at least on annual basis, a report from the independent registered public accounting firm, consistent with the rules of the Public Company Accounting Oversight Board; |
| ● | annually reviewing and reassessing the adequacy of our audit committee charter; |
| ● | inquiring and discussing with management the Company’s compliance with applicable laws and regulations and with the Company’s Code of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance; |
| ● | discussing with management and the independent registered public accounting firm any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies; |
| ● | meeting separately and periodically with management and the independent registered public accounting firm; |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and |
| ● | reporting regularly to the board. |
There were altogether 5 Audit Committee meetings held in 2024.
The following table shows the attendance of directors at meetings of the Audit Committee during the year ended December 31, 2024.
| Name of Director | Number of Meetings attended | |
| Independent Directors: | ||
| Mr. Koon Liang Ong | 5/5 | |
| Ms. Karen Yee Lynn Cheah | 5/5 | |
| Mr. Khai Fei Wong | 5/5 |
Compensation Committee
Our compensation committee consists of Mr. Naujeck, Mr. Ong and Ms. Cheah and is chaired by Mr. Naujeck. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:
| ● | establishing, reviewing and approving the overall executive compensation philosophy and policies of the Company, including the establishment that supports and reinforces the Company’s long-term strategic goals, organizational objectives, and shareholder interests; |
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| ● | reviewing and approving the Company’s goals and objectives relevant to the compensation of the chief executive officer and other executive officers, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; | |
| ● | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; | |
| ● | overseeing shareholder communications relating to executive compensation and reviewing and making recommendations with respect to shareholder proposals related to compensation matters. | |
| ● | reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements; and | |
| ● | selecting compensation consultant, legal counsel or other adviser of the Compensation Committee only after taking into consideration all factors relevant to that person’s independence from management. | |
| ● | undertaking such other responsibilities or tasks as the board may delegate or assign to the Committee from time to time. |
There were altogether 4 Compensation Committee meetings held in 2024.
The following table shows the attendance of directors at the meetings of the Compensation Committee during the year ended December 31, 2024.
| Name of Director | Number of Meetings attended | |
| Independent Directors: | ||
| Mr. Ulf Lothar Naujeck | 4/4 | |
| Ms. Karen Yee Lynn Cheah | 4/4 | |
| Mr. Koon Liang Ong | 4/4 |
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Ms. Cheah, Mr. Naujeck and Mr. Wong and is chaired by Ms. Cheah. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | developing the criteria and qualifications for membership on the Board | |
| ● | recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; | |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; | |
| ● | selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; |
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| ● | developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and | |
| ● | evaluating the performance and effectiveness of the board as a whole. | |
| ● | performing any other activities consistent with this charter, the Company’s Bylaws and governing laws, as the Committee or the Board deems appropriate. | |
| ● | reporting to the Board each year concerning its compliance with this charter for inclusion in the Company’s proxy statement. | |
| ● | periodically reviewing and assessing the adequacy of this charter and recommending any proposed changes to the Board for approval. |
There were altogether 4 Nominating and Corporate Governance Committee meetings held in 2024.
The following table shows the attendance of directors at the meetings of the Compensation Committee during the year ended December 31, 2024.
| Name of Director | Number of Meetings attended | |
| Independent Directors: | ||
| Ms. Karen Yee Lynn Cheah | 4/4 | |
| Mr. Ulf Lothar Naujeck | 4/4 | |
| Mr. Khai Fei Wong | 4/4 |
Foreign Private Issuer Exemption
We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:
| ● | Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD. | |
| ● | Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. | |
| ● | Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. |
Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Non-compliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.
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Although we are permitted to follow certain corporate governance rules that conform to Cayman Islands requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders.
Duties of Directors
Under Cayman Islands law, our board of directors has the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:
| ● | convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; | |
| ● | declaring dividends and distributions; | |
| ● | appointing officers and determining the term of office of the officers; | |
| ● | exercising the borrowing powers of our Company and mortgaging the property of our Company; and | |
| ● | approving the transfer of shares in our Company, including the registration of such shares in our share register. |
Under Cayman Islands law, directors owe the following fiduciary duties: (i) duty to act in good faith in what the director believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (v) duty to exercise independent judgment. In addition to the above, directors also owe a duty to act with skill, care and diligence. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.
Equity Compensation Plan Information
We have not adopted any equity compensation plans.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2024, we had no outstanding equity awards.
6.D. Employees
As of December 31, 2024, we maintained 39 employees primarily stationed in Hong Kong, Malaysia, Singapore, South Korea, China and Ireland as follows:
| Hong Kong | Malaysia | Singapore | South Korea | China | Ireland | |||||||
| Management | 4 | 1 | - | - | - | - | ||||||
| Finance | 5 | 3 | - | - | - | 1 | ||||||
| Bunkering | 4 | 3 | 2 | 1 | 1 | - | ||||||
| IR & PR | 2 | - | - | - | - | |||||||
| Corporate | 4 | - | - | - | - | - | ||||||
| Administration | 5 | 2 | - | - | 1 | |||||||
| Total | 24 | 9 | 2 | 1 | 1 | 2 |
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6.E. Share Ownership
The following table sets forth, as of the date of this report, the beneficial ownership of our ordinary shares by each executive officer and director, by each person known by us to beneficially own more than 5% of our ordinary shares and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 27,500,000 ordinary shares issued and outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.
| Ordinary Shares Beneficially Owned | ||||||||
| Number | Percentage Owned | |||||||
| Directors and Executive Officers | ||||||||
| Teck Lim Chia(1) | 13,175,000 | 47.9 | % | |||||
| Dato’ Sri Kam Choy Ho(2) | - | - | ||||||
| Logeswaran Ramasamy | – | – | ||||||
| Ulf Lothar Naujeck | – | – | ||||||
| Karen Yee Lynn Cheah | – | – | ||||||
| Koon Liang Ong | – | – | ||||||
| Khai Fei Wong | – | – | ||||||
| Chi Kwan Fung | – | – | ||||||
| Yuan He(1) | – | – | ||||||
| All directors and executive officers as a group | 13,175,000 | 47.9 | % | |||||
| 5% and Greater Principal Shareholders(3): | ||||||||
| CBL (Asia) Limited(1) | 13,175,000 | 47.9 | % | |||||
| Straits Energy Resources Berhad(2) | 8,075,000 | 29.4 | % | |||||
| Xiaoling Lu(1) | 13,175,000 | 47.9 | % | |||||
| Asian Strategy Limited(4) | 2,500,000 | 9.1 | % | |||||
Notes:
| (1) | CBL (Asia) Limited, or CBL (Asia), a limited liability company incorporated in Hong Kong, is the record holder of the shares reported herein. CBL (Asia) is owned as to 51% by Dr. Teck Lim Chia, our Chairman, Chief Executive Officer and Acting Chief Financial Officer, 44% by Dr. Xiaoling Lu and 5% by Mr. Yuan He. By virtue of Dr. Chia and Dr. Lu’s control over CBL (Asia), each of them may be deemed to beneficially own shares held by CBL (Asia). The registered office of CBL (Asia) is located at Room 1213, 12/F., Tower A, Hunghom Commercial Centre, 39 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong. |
| (2) | Straits Energy Resources Berhad, or Straits, a Malaysian company whose shares are listed on the ACE Market of Bursa Malaysia Securities Berhad (stock code: 0080), is the record holder and beneficial owner of the shares reported herein. The registered office of Straits is located at No. 149A, 149B, 151B, Persiaran Raja Muda Musa, 42000 Port Klang, Selangor Darul Ehsan. Straits’ board of directors has voting and/or dispositive control over the shares held by Straits. Each of the directors and the board of directors of Straits disclaims beneficial ownership of the shares of the Company held by Straits. Our director, Dato’ Sri Kam Choy Ho, is the group managing director and major shareholder of Straits. |
(3) |
5% and greater shareholders have the same voting rights with respect to the stock they own as the rest of the company’s shareholders |
| (4) | Asian Strategy Limited, a Hong Kong company, is the record holder and beneficial owner of the shares reported herein. Qu Zhiqiang, who is the sole director and Managing Director of Asian Strategy, has sole voting and/or dispositive control over the shares held by Asian Strategy by virtue of his status as the sole director and Managing Director of Asian Strategy. Mr. Qu disclaims beneficial ownership of the ordinary shares of CBL held by Asian Strategy. Their business address is 24/F, Prosperous Commercial Building, 54-58 Jardine’s Bazaar, Causeway Bay, Hong Kong. |
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CBL (Asia) controls a significant ownership interest of the Company and will be able to exercise approximately 47.9% of the total voting power of the Company’s issued and outstanding share capital. The Company is not directly or indirectly owned or controlled by any foreign government. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
The board of directors believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. Accordingly, the Clawback Policy was adopted by the board of directors of the Company in the board meeting dated November 6, 2023, providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.
According to the Clawback Policy,
| ● | The Policy shall be administered by the Board |
| ● | The Covered Executives include the Company’s current and former executive officers, such other senior executives/employees of the Company as well as those of the Company’s key subsidiaries. |
| ● | The Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive when the Company is required to prepare an accounting restatement. |
| ● | The amount to be received will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board. |
| ● | The Board will determine the method for recouping Incentive Compensation including but not limited to reimbursement of cash. |
| ● | The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation. |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
7.A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
7.B. Related Party Transactions
During our preceding three financial years up to the date of this report, there have been no transactions or loans between the company and (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
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7.C. Interests of Experts and Counsels
Not applicable.
| ITEM 8. | FINANCIAL INFORMATION |
8.A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
8.B. Significant Changes
No significant change has occurred since the date of our consolidated financial statements filed as part of this annual report.
| ITEM 9. | THE OFFER AND LISTING |
9.A. Offer and Listing Details
Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “BANL,” and began trading on March 23, 2023.
9.B. Plan of Distribution
Not applicable.
9.C. Markets
See our disclosures above under “9.A. Offer and Listing Details.”
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.
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| ITEM 10. | ADDITIONAL INFORMATION |
10.A. Share Capital
As of the date of this annual report, our company’s authorized share capital is $50,000 divided into 500,000,000 ordinary shares with a par value of $0.0001 each. As of the date of this report, 27,500,000 ordinary shares are issued and outstanding. All of our issued and outstanding ordinary shares are fully paid.
10.B. Memorandum and Articles of Association
We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association and the Companies Act (As Revised) of the Cayman Islands, or Companies Act, and the common law of the Cayman Islands.
We incorporate by reference into this annual report our Amended and Restated Memorandum and Articles of Association, the form of which was included as Exhibit 3.1 to the Form 6-K (File No. 001-41657) we furnished to the Securities and Exchange Commission on November 6, 2023. Our shareholders adopted our Amended and Restated Memorandum and Articles of Association by special resolution on November 6, 2023.
10.C. Material Contracts
For the two years immediately preceding the date of this report, we have not entered into any material contracts other than in the ordinary course of business and other than those described below and in Item 6 “Directors, Senior Management and Employees,” Item 7 “Major Shareholders and Related Party Transactions,” or filed (or incorporated by reference) as exhibits to this annual report or otherwise described or referenced in this annual report.
10.D. Exchange Controls
Cayman Islands Exchange Controls
There are no exchange control restrictions in the Cayman Islands. Our Company is free to acquire, hold and sell foreign currency and securities without restriction.
Malaysia Exchange Controls
We operate in Malaysia under a Labuan company, Labuan International Business and Financial Centre (Labuan IBFC) operates under a liberal exchange control regime distinct from mainland Malaysia, which allows Labuan companies to transact freely in foreign currencies.
10.E. Taxation
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company or its shareholders levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within Cayman Islands. The Cayman Islands is not party to any double-tax treaties that are applicable to any payments made to or by the Company save and except that the Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in 2010. There are no foreign exchange controls or foreign exchange regulations or currency restrictions in the Cayman Islands.
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Hong Kong Taxation
The taxation of income and capital gains of holders of ordinary shares is subject to the laws and practices of Hong Kong and of jurisdictions in which holders of ordinary shares are resident or otherwise subject to tax. The following summary of certain relevant taxation provisions under Hong Kong law is based on current law and practice, is subject to changes therein and does not constitute legal or tax advice. The discussion does not deal with all possible tax consequences relating to an investment in the ordinary shares. Accordingly, each prospective investor (particularly those subject to special tax rules, such as banks, dealers, insurance companies and tax-exempt entities) should consult its own tax advisor regarding the tax consequences of an investment in the ordinary shares. The discussion is based upon laws and relevant interpretations thereof in effect as of the date of this report, all of which are subject to change. There is no reciprocal tax treaty in effect between Hong Kong and the United States.
Tax on Dividends
Under the current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in respect of dividends paid by us as a company incorporated in Cayman Islands.
Profits Tax
No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. Trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profits tax, which is currently imposed at the rate of 16.5% and 15% on corporations and unincorporated businesses, respectively, and at a maximum rate of 15% on individuals. Liability for Hong Kong profits tax may thus arise in respect of trading gains from sales of shares realized by persons carrying on a business or trading or dealing in securities in Hong Kong.
Malaysia Taxation
Income Tax Act 1967
Pursuant to the Income Tax Act 1967 (“ITA 1967”), income tax shall be charged for each year of assessment upon the income of any person accruing in or derived from Malaysia or received in Malaysia from outside Malaysia. Section 7 of ITA 1967 defines tax resident, amongst others, as an individual who has been residing in Malaysia for 182 days or more of the tax year.
A company will be a tax resident in Malaysia if its management and control of business are exercised in Malaysia.
Resident companies with a paid-up capital of RM2,500,000 or more and non-resident companies are subject to a tax rate of 24% with effect from the year of assessment 2020. In cases of resident companies with a paid-up capital of less than RM2,500,000 and gross business income of not more than RM50,000,000, they are taxed at the rate of 15% for the first RM150,000, 17% on the next RM450,000 and 24% for any sum in excess of RM600,000.
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Withholding Tax
Malaysia imposes a withholding tax on certain payments to non-residents, including, without limitation, royalties, technical fees, installation fees and rental of movable property. The rate of withholding tax is generally between 10% and 15% unless there is a double-taxation agreement between Malaysia and the country of the non-resident, in which case, the withholding tax rate may be reduced.
Taxes on Dividends
Presently, there is no further income tax on dividends received from a Malaysian company. Tax imposed on the Company’s profits will be the final tax and dividends distributed to the shareholders will not be subject to further tax. However, the Malaysian government has proposed a 2% income tax on individuals for dividend income exceeding RM100,000, effective from the year of assessment 2025.
U.S. Federal Income Taxation
General
The following is a summary of the material U.S. federal income tax consequences of owning and disposing of our ordinary shares. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our shares that is for U.S. federal income tax purposes:
| 1. | an individual citizen or resident of the U.S.; | |
| 2. | a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the U.S., any state thereof or the District of Columbia; | |
| 3. | an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or | |
| 4. | a trust if: | |
| a) | a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or | |
| b) | it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. | |
If a beneficial owner of our shares is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable specifically to non-U.S. Holders is described below under the heading “Tax Consequences to Non-U.S. Holders of Ordinary Shares.”
This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or different interpretations, possibly on a retroactive basis.
This discussion does not address all aspects of U.S. federal income taxation that may be relevant to us or to any particular Holder of our shares based on such Holder’s individual circumstances. In particular, this discussion considers only Holders that own our shares as capital assets within the meaning of Section 1221 of the Code. This discussion also does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to Holders that are subject to special rules, including:
| 1. | financial institutions or financial services entities; | |
| 2. | broker-dealers; | |
| 3. | taxpayers who have elected mark-to-market accounting; | |
| 4. | tax-exempt entities; |
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| 5. | governments or agencies or instrumentalities thereof; | |
| 6. | insurance companies; | |
| 7. | regulated investment companies; | |
| 8. | real estate investment trusts; | |
| 9. | certain expatriates or former long-term residents of the U.S.; | |
| 10. | persons that actually or constructively own 5% or more of our voting shares; | |
| 11. | persons that acquired our shares pursuant to the exercise of employee stock options, in connection with employee stock incentive plans or otherwise as compensation; | |
| 12. | persons that hold our shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or | |
| 13. | persons whose functional currency is not the U.S. Dollars. |
This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) regarding our shares and any consideration received (or deemed received) by a Holder connected with selling or other disposition of such shares will be in U.S. Dollars.
We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”), or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with one or more aspects of the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO THE COMPANY OR TO ANY PARTICULAR HOLDER OF OUR SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF OUR SECURITIES IS URGED TO CONSULT WITH ITS TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND APPLICABLE TAX TREATIES.
Tax Consequences to U.S. Holders of Ordinary Shares
Taxation of Distributions Paid on Ordinary Shares
Subject to the passive foreign investment company, or PFIC, rules discussed below, a U.S. Holder generally will be required to include in gross income as ordinary income the amount of any cash dividend paid on our ordinary shares. A cash distribution on such shares will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Such dividend will not be eligible for the dividends-received deduction generally allowed to domestic corporations regarding dividends received from other domestic corporations. Any distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its ordinary shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such ordinary shares.
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Non-corporate U.S. Holders of our Ordinary Shares should expect that dividends may be taxed at the lower applicable long-term capital gains rate (see “— Taxation on the Disposition of Ordinary Shares” below) provided that:
| 1. | We are not a PFIC, as discussed below, for either the taxable year in which the dividend was paid or the preceding taxable year; and |
| 2. | certain holding period requirements are met. Under the Code, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Ordinary Shares exceeds one year. |
Subject to certain exceptions, a qualified foreign corporation is any foreign corporation that is either (i) incorporated in a possession of the U.S., or (ii) eligible for benefits of a comprehensive income tax treaty with the U.S. that includes an exchange of information program.
If we are not able to maintain listing on Nasdaq, it is anticipated that our ordinary shares will be quoted and traded only on the OTC Bulletin Board.
U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any dividends paid regarding our ordinary shares.
Taxation on the Disposition of Ordinary Shares
Upon a sale or other taxable disposition of our ordinary shares, and subject to the PFIC rules discussed below, a U.S. Holder should recognize capital gain or loss in an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in the ordinary shares.
Capital gains recognized by U.S. Holders generally are subject to U.S. federal income tax at the same rate as ordinary income, except that long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a maximum rate of 20% for taxable years beginning on and after January 1, 2013. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds one year. The deductibility of capital losses is subject to various limitations.
U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, cash dividends on, and capital gains from the sale or other taxable disposition of, our ordinary shares, subject to certain limitations and exceptions. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their ownership and disposition of our ordinary shares.
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Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be a PFIC if at least 75% of its gross income in a taxable year of the foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Although PFIC status is determined on an annual basis and generally cannot be determined until the end of a taxable year, based on the nature of our current and expected income and the current and expected value and composition of our assets, we do not presently expect to be a PFIC for our current taxable year or the foreseeable future. However, there can be no assurance given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the IRS will agree with our conclusion or that the IRS would not successfully challenge our position.
If we are determined to be a PFIC and a U.S. Holder did not make either a timely qualified electing fund, or QEF, election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) ordinary shares, or a mark-to-market election, as described below, such Holder generally will be subject to special rules regarding:
| 1. | any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares; and | |
| 2. | any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder regarding the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares). |
Under these rules:
| 1. | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares; | |
| 2. | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; | |
| 3. | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and | |
| 4. | the interest charge generally applicable to underpayments of tax will be imposed regarding the tax attributable to each such year of the U.S. Holder. |
In general, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our ordinary shares by making a timely QEF election to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. There can be no assurance, however, that we will pay current dividends or make other distributions sufficient for a U.S. Holder who makes a QEF election to satisfy the tax liability attributable to income inclusions under the QEF rules, and the U.S. Holder may have to pay the resulting tax from its other assets. A U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
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The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates.
Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. To comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. Upon request from a U.S. Holder, we will endeavor to provide to the U.S. Holder no later than 90 days after the request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a U.S. Holder has made a QEF election regarding our ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares), any gain recognized on the appreciation of our ordinary shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to those U.S. Holders who made a QEF election. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
A determination as to our PFIC status will be made annually. But, an initial determination that our Company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary shares while we were a PFIC, whether or not we meet the test for PFIC status in those years. A U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) our ordinary shares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime regarding such shares for any taxable year of ours that ends within or with a taxable year of the U.S. Holder and in which we are not a PFIC. But, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the U.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC rules discussed above will continue to apply to such shares unless the Holder makes a purging election, and pays the tax and interest charge regarding the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election regarding such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) shares in us and for which we are determined to be a PFIC, such Holder generally will not be subject to the PFIC rules described above in respect to its ordinary shares. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss regarding the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary shares will be treated as ordinary income.
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The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines has rules sufficient to establish that the market price represents a legitimate and sound fair market value. We became listed on the NASDAQ Stock Market in March 2023, but if we are not able to maintain such a listing, our ordinary shares may be quoted and traded only on the OTC Bulletin Board. If our ordinary shares were to be quoted and traded only on the OTC Bulletin Board, such shares may not currently qualify as marketable stock for purposes of the election. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder no later than 90 days after the request the information that may be required to make or maintain a QEF election regarding the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC or will be able to cause the lower-tier PFIC to provide the required information. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
If a U.S. Holder owns (or is deemed to own) shares during any year in a PFIC, such Holder may have to file an IRS Form 8621 (whether or not a QEF election or mark-to-market election is made).
The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our ordinary shares should consult their own tax advisors concerning the application of the PFIC rules to our ordinary shares under their particular circumstances.
Tax Consequences to Non-U.S. Holders of Ordinary Shares
Dividends paid to a non-U.S. Holder in respect to its ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively in connection with the non-U.S. Holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such Holder maintains in the U.S.).
In addition, a non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our ordinary shares, unless such gain is effectively in connection with its conduct of a trade or business in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Holder maintains in the U.S.) or the non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case, such gain from U.S. sources generally is subject to tax at a 30% rate or a lower applicable tax treaty rate).
Dividends and gains that are effectively in connection with the non-U.S. Holder’s conduct of a trade or business in the U.S. (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the U.S.) generally will be subject to tax in the same manner as for a U.S. Holder and, in the case of a non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
Backup Withholding and Information Reporting
In general, information reporting for U.S. federal income tax purposes should apply to distributions made on our ordinary shares within the U.S. to a non-corporate U.S. Holder and to the proceeds from sales and other dispositions of our ordinary shares by a non-corporate U.S. Holder to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside the U.S. will be subject to information reporting in limited circumstances. In addition, backup withholding of United States federal income tax, currently at a rate of 28%, generally will apply to dividends paid on our ordinary shares to a non-corporate U.S. Holder and the proceeds from sales and other dispositions of shares by a non-corporate U.S. Holder, in each case who:
| 1. | fails to provide an accurate taxpayer identification number; | |
| 2. | is notified by the IRS that backup withholding is required; or | |
| 3. | in certain circumstances, fails to comply with applicable certification requirements. |
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A non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a non-U.S. Holder’s U.S. federal income tax liability and may entitle such Holder to a refund, provided that certain required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.
For taxable years beginning after March 18, 2010, individual U.S. Holders may be required to report ownership of our ordinary shares and certain related information on their individual federal income tax returns in certain circumstances. Generally, this reporting requirement will apply if: (1) the ordinary shares are held in an account of the individual U.S. Holder maintained with a “foreign financial institution”; or (2) the ordinary shares are not held in an account maintained with a “financial institution,” as such terms are defined in the Code. The reporting obligation will not apply to an individual, however, unless the total aggregate value of the individual’s foreign financial assets exceeds $50,000 during a taxable year.
For clarification, this reporting requirement should not apply to ordinary shares held in an account with a U.S. brokerage firm. Not complying with this reporting requirement, if it applies, will result in substantial penalties. In certain circumstances, additional tax and other reporting requirements may apply. U.S. Holders of our ordinary shares are advised to consult with their own tax advisors concerning all such reporting requirements.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We have filed this annual report on Form 20-F with the SEC under the Exchange Act. Statements made in this report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
We are subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information with the SEC. Reports and other information filed by us with the SEC including this report, may be inspected and copied at the public reference room of the SEC at 100 F Street, N.E., Washington D.C. 20549. You can also obtain copies of this report by mail from the Public Reference Section of the SEC, 100 F. Street, N.E., Washington D.C. 20549, at prescribed rates. Additionally, copies of this material may be obtained from the SEC’s Internet site at http://www.sec.gov. The SEC’s telephone number is 1-800-SEC-0330. In accordance with NASDAQ Stock Market Rule 5250(d), we will also post this annual report on Form 20-F on our website at https://www.banle-intl.com.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
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10.I. Subsidiary Information
Please see Item 4.A “Information on the Company – History and Development of the Company” above.
10.J. Annual Report to Security Holders
Not applicable.
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Foreign Exchange Risk
Our functional currency is the U.S. dollars, and our financial statements are also presented in U.S. dollars. Our Group’s business activities and our assets and liabilities were denominated in our functional currency. We consider our Group is not exposed to significant foreign currency risk as majority of our operations and transactions are denominated in our functional currency. We currently do not have a foreign currency hedging policy. However, we monitor foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.
Interest Rate Risk
We are exposed to interest rate risk on the basis that we have a receivable purchase facility from a bank. Interest costs are charged by the commercial bank on the advances we draw from the bank before due dates, which are calculated on a basis in such a way that interest rate is fixed upon the drawdown throughout the tenor of advances, and the advances are short termed with tenor of less than 45 days. Apart from the receivable purchase program, we were offered a receivable-back loan facility from a bank. The loans advanced under this arrangement are interest-bearing and are short-term in nature. The interest rate is fixed upon the date of drawing and charges are calculated on the rate so fixed from the date of drawing to repayment of loans.
Market Price Risk
We are structured in such a way that in all material effect, we are not directly exposed to commodity price risk or market price volatility. This is primarily due to the nature that the majority of our contractual agreements incorporate a pass-through mechanism for price fluctuations. Specifically, our contracts include an add-on pricing structure, whereby any increase in market prices is passed on to the customer, and any decrease in market prices results in a corresponding reduction in the price charged to the customer. As a result, we do not bear the risk associated with volatile bunker prices, as these fluctuations are directly reflected in the pricing terms agreed upon with our customers. However, in certain circumstances when there are mismatches in our buy and sell arrangements, we will utilize derivatives to neutralize the exposure in market price risk
Inflation
Inflation does not materially affect our business or the results of our operations.
Seasonality
Seasonality does not materially affect our business or the results of our operations.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
Not applicable.
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PART II.
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
None.
| ITEM 15. | CONTROLS AND PROCEDURES |
(a) Disclosure controls and procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Controls and other procedures that are designed to provide reasonable assurance that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
(b) Management’s annual report on internal control over financial reporting
The management of the Company is responsible for establishing, maintaining, and assessing the effectiveness of internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, under the supervision of our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
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| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.
Under the supervision of our chief executive officer and chief financial officer, our management conducted an assessment of our internal control over financial reporting as of December 31, 2024, based on the framework and criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with management’s assessment of our internal control over financial reporting described above, management has not identified any material weakness in our internal control over financial reporting as of December 31, 2022. We concluded that our internal control over financial reporting was effective as of December 31, 2022.
Management believes that our consolidated financial statements included in this annual report on Form 20-F have been prepared in accordance with generally accepted accounting principles. Our chief executive officer and chief financial officer have certified that, based on such officer’s knowledge, the financial statements and other financial information included in this annual report on Form 20-F fairly present in all material respects the financial position, results of operations and cash flows of the Company as of, and for, the periods presented in this report. In addition, we are determining a remediation plan for the material weaknesses, which plan is described below.
(c) Attestation report of the registered public accounting firm
This annual report does not include an attestation report of the Company’s registered public accounting firm on internal control over financial reporting because the Company is a non-accelerated filer exempted from Section 404(b) of the Sarbanes-Oxley Act.
(d) Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
Our board of directors has determined that Mr. Koon Liang Ong, an independent director (under the standards set forth in set forth in Nasdaq Stock Market Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act) and the chairman of our audit committee, is our audit committee financial expert.
| ITEM 16B. | CODE OF ETHICS |
We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The most recent version is available on the Investor Relations section of our website at https://www.banle-intl.com. The information contained on our website is not incorporated by reference into this annual report. If we make any substantive amendments to the code or grant any waiver from a provision of the code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, as well as via any other means required by applicable law.
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| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by MRI Moores Rowland (“MRI”) and for the year ended December 2024 and the year ended December 2023
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Audit Fees | $ | 221,000 | $ | 290,000 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | 5,000 | - | ||||||
| TOTAL | $ | 226,000 | $ | 290,000 | ||||
“Audit Fees” consisted of the aggregate fees billed for professional services paid for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q as previously filed and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.
“Audit Related Fees” consisted of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.
“Tax Fees” consisted of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees were fees for preparation of our tax returns and consultancy and advice on other tax planning matters.
“All Other Fees” consisted of the aggregate fees billed for products and services provided and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees.
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable.
| ITEM 16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
There were no purchases of equity securities made by or on behalf of us or any “affiliated purchaser” as defined in Rule 10b-18 of the Exchange Act during the period covered by this annual report.
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
None.
| ITEM 16G. | CORPORATE GOVERNANCE |
As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to Nasdaq Stock Market corporate governance listing standards. However, the Nasdaq Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq Stock Market corporate governance listing standards. Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of register of members of these companies (other than the memorandum and articles of association, special resolutions, and the register of mortgages and charges). Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
| 57 |
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
| ITEM 16H. | MINE SAFETY DISCLOSURE |
Not applicable.
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
| ITEM 16J. | INSIDER TRADING POLICIES |
The
Board
| ITEM 16K. | CYBERSECURITY |
Cybersecurity
is a critical priority for our Company.
Risk Management
| 58 |
Incident Response
In the event of a cybersecurity incident, we follow a detailed incident response protocol that includes: 1) Incident tracking and escalation; 2) Containment and eradication; 3) Recovery and post-incident analysis. We adhere to SEC reporting requirements, ensuring timely and transparent disclosures of cybersecurity incidents, as necessary.
Evolving Threat Landscape
While
cybersecurity threats continue to evolve, to date,
PART III
| ITEM 17. | FINANCIAL STATEMENTS |
We have elected to provide financial statements pursuant to Item 18.
| ITEM 18. | FINANCIAL STATEMENTS |
Our consolidated financial statements are included at the end of this annual report.
| ITEM 19. | EXHIBITS |
| 59 |
| * | Filed with this annual report on Form 20-F |
| 60 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| CBL International Limited | ||
| By: | /s/ Teck Lim CHIA | |
| Name: | Teck Lim CHIA | |
| Title: | Chief Executive Officer | |
Date: April 16, 2025
| 61 |
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
CBL INTERNATIONAL LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
TABLE OF CONTENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF CBL INTERNATIONAL LIMITED AND SUBSIDIARIES
Opinion on the consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of CBL International Limited and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2024.
PCAOB
ID No.:
April 16, 2025
| F-2 |
CBL INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for the number of shares)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Derivative assets | ||||||||
| Prepayments and other current assets | ||||||||
| Tax recoverable | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity: | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Short-term lease liabilities | ||||||||
| Bank borrowing | ||||||||
| Total current liabilities | ||||||||
| Long-term lease liabilities | ||||||||
| Total liabilities | ||||||||
| Commitment and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, $ per value, shares authorized, and shares issued and outstanding as of December 31, 2024 and 2023 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||
| Total liabilities and equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
CBL INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. dollars, except for the number of shares)
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and distribution | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Loss/ income from operations | ( | ) | ||||||
| Other (income) expense: | ||||||||
| Interest expense, net | ||||||||
| Currency exchange loss / (gain) | ( | ) | ||||||
| Write off of property, plant and equipment | ||||||||
| Others | ( | ) | ||||||
| Total other expenses | ||||||||
| Loss/ income before provision for income taxes | ( | ) | ||||||
| (Write-back) / provision for income taxes | ( | ) | ||||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Comprehensive (loss)/ income | $ | ( | ) | $ | ||||
| Attributable to: | ||||||||
| Equity holders of the Company | $ | ( | ) | $ | ||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | |||||
| Basic and diluted earnings per ordinary share* | $ | ) | $ | |||||
| Weighted average number of ordinary shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
CBL INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in U.S. dollars, except for the number of shares)
| Ordinary
shares | Ordinary shares amount | Additional paid-in capital | Retained
earnings | Non-
Controlling interests | Total
equity | |||||||||||||||||||
| January 1, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of shares net of share offering costs | ||||||||||||||||||||||||
| Non-controlling interest arising on incorporation of new subsidiary | - | |||||||||||||||||||||||
| Net income | - | ( | ) | |||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Issuance of shares net of share offering costs | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| December 31,2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
CBL INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from operating activities: | ||||||||
| Net (loss) / income | $ | ( | ) | $ | ||||
| Adjustment to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Write off of property, plant and equipment | ||||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activity: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activity | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceed from issuance of shares net of share offering costs | ||||||||
| Advance drawn down from bank | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash at the beginning of the year | ||||||||
| Cash at the end of the year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH TRANSACTION OF INVESTING AND FINANCING ACTIVITIES | ||||||||
| Operating lease right-of-use asset and lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars, unless stated otherwise)
1. Organization and Principal Business
CBL
International is a holding company without any operations and owns
The Company is a marine fuel logistics company providing one-stop solutions for vessel refueling, which is referred to as facilitator in the bunkering industry. The Company facilitates vessel refueling between ship operators and local physical distributors/traders by purchasing marine fuel from suppliers and arranging the delivery of which to customers.
Business Reorganization and Listing of shares in Nasdaq
On
March 23, 2023, the Company consummated the initial public offering of ordinary shares, par value of $ per share at a
price of $ per share (the “Offering”). The Company’s underwriters exercised their over-allotment option in part
for an additional ordinary shares on March 27, 2023 (“Over-allotment Option”). The Over-allotment Option was closed
with the Offering. Upon completion of the Offering new shares were issued, and the ordinary share capital of the Company became
$
The
total number of ordinary shares issued and outstanding as of December 31, 2023 was shares. The Company’s ordinary shares
began trading on the Nasdaq Capital Market on March 23, 2023 under the ticker symbol “BANL”. Upon completion of the issuance
of the shares under the Offering, CBL International is effectively owned
On July 22, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) with an investor (the “Investor”) pursuant to which, the Investor purchased Ordinary Shares of the Company of par value $ per share (the “Shares”) at a purchase price of $ per share (the “Securities”). Upon the closing of the Private Placement on August 22, 2024, the Shares were issued to the Investor. As of December 31, 2024, the number of ordinary shares issued and outstanding was .
| F-7 |
The companies of the Group are listed as follows:
| Entity Name | Place of Incorporation | Percentage
of ownership |
Principal activities | |||
| Parent | ||||||
2. Summary of Significant Accounting Policies
A. Basis of Presentation and Consolidation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of CBL International Limited and Subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements.
B. Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and related notes. The most significant estimates and judgments include the useful life of property, plant and equipment, income taxes and uncertain tax positions. Actual amounts could differ from those estimates.
C. Functional Currency and Foreign Currency Translation
The functional currency of the Company and its subsidiaries is the U.S. dollar (“US$”). Foreign currency transaction gains and losses are recognized upon settlement of foreign currency transactions. In addition, for unsettled foreign currency transactions, foreign currency transaction gains and losses are recognized for changes between the transaction exchange rates and month-end exchange rates. Foreign currency transaction gains and losses are included in other income (expense), net, in the accompanying consolidated statements of income and comprehensive income in the period incurred.
| F-8 |
D. Certain Risks and Concentration
The
Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily
of cash and cash equivalents. A depositor has up to RMB
Major Customers and Suppliers
During the years ended December 31, 2024 and 2023, three of the Company’s customers accounted for more than 10% of revenue:
| 2024 | 2023 | |||||||
| Revenue: | ||||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer J | % | % | ||||||
As of December 31, 2024 and 2023, the following customers accounted for more than 10% of the Company’s accounts receivable:
| 2024 | 2023 | |||||||
| Accounts receivable: | ||||||||
| Customer B | % | % | ||||||
| Customer I | % | |||||||
| Customer H | % | |||||||
| Customer J | % | % | ||||||
| Customer K | % | % | ||||||
| Customer L | % | |||||||
The top three suppliers that individually represented greater than 10% of the total cost of revenue of the Company for the years ended December 31, 2024 and 2023 were as follows:
| 2024 | 2023 | |||||||
| Cost of revenue: | ||||||||
| Supplier A | % | % | ||||||
| Supplier C | % | % | ||||||
| Supplier F | % | % | ||||||
As at December 31, 2024 and 2023, the following suppliers accounted for more than 10% of the Company’s accounts payable:
| 2024 | 2023 | |||||||
| Accounts payable: | ||||||||
| Supplier C | % | % | ||||||
| Supplier E | % | % | ||||||
| Supplier F | % | % | ||||||
| Supplier N | % | % | ||||||
E. Cash
Cash consists of petty cash on hand, and cash held in banks which are highly liquid and are unrestricted as to withdrawal or use.
| F-9 |
F. Accounts Receivable and Allowance for Credit Losses
Accounts receivable represents trade receivables from customers. The health of our accounts receivable is continuously monitored using a risk-based model, taking into consideration both the timeliness and predictability of collections from our customers. We maintain a provision for estimated credit losses based upon our historical experience with our customers, along with any specific customer collection issues that we have identified from current financial information and business prospects, as well as any political or economic conditions or other market factors, including certain assumptions based on reasonable forward-looking information from market sources. Principally based on these credit risk factors.
Individual receivables written off when there is information indicating that the counterparty is in severe financial difficulty and the amounts are deemed uncollectible. An accounts receivable written off may still be subject to enforcement activities under our recovery procedures, taking into account legal advice where appropriate. Any subsequent recoveries made are recognized as income in the Consolidated Statements of Income and Comprehensive Income.
G. Fair value measurements
ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
Depending on the type of assets, the Company calculates the fair value using the income approach (e.g., based on the present value of estimated future cash flows), the market approach or a combination of both. The unique characteristics of an asset or liability and the availability of observable prices affect the number of valuation approaches and/or techniques used in a fair value analysis. The Company measures fair value using observable and unobservable inputs. The Company gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
The Company applies the following fair value hierarchy:
| Level 1 - | Quoted prices (unadjusted) in active markets for identical assets and liabilities. |
| Level 2 - | Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices; and inputs that are not directly observable but are corroborated by observable market data. |
| Level 3 - | Inputs that are unobservable. |
The Company’s financial instruments include cash, accounts receivable, derivative assets/liabilities, prepayments and other current assets, due from related parties, accounts payable, taxes payable and accrued expenses and other current liabilities. The carrying amounts approximate their fair values due to their short maturities as of December 31, 2024 and 2023.
The Company had no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring or non-recurring basis as of December 31, 2024 and 2023.
H. Derivatives
The Company uses derivative financial instruments to manage its exposure to market price fluctuations in future contracts which are classified as non-designated derivatives. The Company has not applied hedge accounting to these instruments as the hedging relationship is not highly effective and the change in fair value of these derivatives is recorded within cost of revenue. The Company presents its derivative assets and derivative liabilities as a separate item on the consolidated balance sheets. The Company does not enter into derivative contracts for speculative or trading purposes.
| F-10 |
I. Property, Plant and Equipment
Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated by using the straight-line method over the estimated useful lives of the assets. Costs of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged on the income statement. Long-lived assets held and used by us (including property and equipment) are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
| Fixed Asset Category | Useful lives | |
| Computer Software | ||
| Furniture, Fixtures and Equipment | ||
| Leasehold Improvements | ||
| Motor Vehicles |
J. Impairment of Long-Lived Assets
The
Company accounts for impairment of long-lived assets in accordance with the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment (“ASC 360”). Long-lived assets
consist primarily of property, plant and equipment. In accordance with ASC 360, the Company evaluates the carrying value of long-lived
assets when it determines a triggering event has occurred, or whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. When indicators exist, recoverability of assets is measured by a comparison of the carrying
value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group. Examples of
such triggering events include a significant disposal of a portion of such assets and adverse changes in the market involving the business
employing the related assets. If such assets are determined not to be recoverable, the Company performs an analysis of the fair value
of the asset group and will recognize an impairment loss when the fair value is less than the carrying amounts of such assets. The fair
value, based on reasonable and supportable assumptions and projections, requires subjective judgments. Depending on the assumptions and
estimates used, the appraised fair value projected in the evaluation of long-lived assets can vary within a range of outcomes. The Company
considers the likelihood of possible outcomes in determining the best estimate for the fair value of the assets. The Company did
K. Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions.
| F-11 |
L. Revenue and Cost of Revenue
The Company recognizes revenue in accordance with FASB ASC Topic 606. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. The Company is primarily engaged in sales and distribution of marine fuel. Revenue is recognized when the following 5-step revenue recognition criteria are met:
| 1) | Identify the contract with a customer | |
| 2) | Identify the performance obligations in the contract | |
| 3) | Determine the transaction price | |
| 4) | Allocate the transaction price to each performance obligation | |
| 5) | Recognize revenue when or as the entity satisfies a performance obligation |
The Company generally recognizes sales and distribution of marine fuel revenue on a gross basis as the Company has control of the products or services before they are delivered to the Company’s customers. In drawing this conclusion, the Company considered various factors, including inventory risk management, latitude in establishing the sales price, discretion in the supplier selection and that the Company is normally the primary obligor in the Company’s sales arrangements.
Revenue from the sales and distribution of marine fuel is recognized at a point in time when the Company’s customers obtain control of the marine fuel, which is typically upon delivery of each promised gallon or barrel to an agreed-upon delivery point. Shipping and handling activities are considered to be fulfillment activities rather than promised services and are not, therefore, considered to be separate performance obligations. The Company’s sales terms provide no right of return outside of a standard quality policy and returns are generally and have not been significant. Payment terms are generally set at 30 to 90 days after the delivery of the fuel.
See Note 10 for disaggregation of revenue.
Cost of revenue consists primarily of cost of marine fuel and delivery services necessary in the course of sales and distribution of marine fuel. The change in fair value of the derivative instruments not designated as hedging instruments is also recorded in cost of revenue.
Earnings per ordinary share is calculated in accordance with ASC 260, Earnings per Share. Basic earnings per ordinary share is computed by dividing the net income (loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share is computed in accordance with the treasury stock method and based on the weighted average number of ordinary shares plus dilutive ordinary share equivalents. Dilutive ordinary share equivalents are excluded from the computation of diluted earnings per ordinary share if their effects would be anti-dilutive. The Company has no dilutive ordinary share equivalents.
N. Income Taxes
Income taxes are accounted for in accordance with FASB ASC Topic 740 which utilizes the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and income tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recorded as a component of the provision for income taxes in the period that includes the date of the enactment.
Regular assessments are made on the likelihood that the Company’s deferred tax assets will be recovered from the Company’s future taxable income. The Company’s evaluation is based on estimates, assumptions, and includes an analysis of available positive and negative evidence. Sources of positive evidence include estimates of future taxable income, future reversal of existing taxable temporary differences, taxable income in carryback years, and available tax planning strategies. Sources of negative evidence include current and cumulative losses in recent years, losses expected in early future years, any history of operating losses or tax credit carryforwards expiring unused, and unsettled circumstances that, if unfavorably resolved, would adversely affect future profit levels.
| F-12 |
The remaining carrying value of the Company’s net deferred tax asset, after recording the valuation allowance, is based on the Company’s present belief that it is more likely than not that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions to utilize such net deferred tax asset. The amount of the remaining net deferred tax asset considered recoverable could be adjusted if the Company’s estimates of future taxable income during the carryforward period change favorably or unfavorably. To the extent the Company believes that it is more likely than not that some or all of the remaining net deferred tax asset will not be realized, the Company must establish a valuation allowance against the net deferred tax asset, resulting in additional income tax expense in the period such determination is made. To the extent a valuation allowance currently exists, the Company will continue to monitor all positive and negative evidence until the Company believes it is more likely than not that it is no longer necessary, resulting in an income tax benefit in the period such determination is made.
Significant judgment is required in evaluating the Company’s tax positions, and in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax asset.
O. Segment Reporting
Management, including the chief operating decision makers, review the Company’s internal reporting in order to assess performance and allocate resources. The Company is principally engaged in sales and distribution of marine fuel. Information reported to the chief operating decision maker, for purposes of resources allocation and performance assessment, focuses on the operating results of the Company as a whole, and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment.
P. Leases
The Company determines if an arrangement is a lease at inception. Determining whether a contract contains a lease includes judgment regarding whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.
The Company accounts leases in accordance with FASB ASC Topic 842, Leases, for the Company’s lease-related assets and liabilities based on their classification as operating leases or finance leases. For all arrangements as a lessee, the Company has elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. The Company measures lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount the Company believes is probable the Company will pay the lessor under residual value guarantees when applicable. The Company discounts lease payments based on the Company’s estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. The Company has elected to exclude short term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and liabilities.
The Company tests right-of-use assets in an operating or finance lease at the asset group level (because these assets are long-lived non-financial assets and should be accounted for the same way as other long-lived non-financial assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Q. Recently adopted Accounting Standards
During the year ended December 31, 2024, there have been no accounting standards that, upon adoption, had a material impact on the Company’s consolidated financial statements.
| F-13 |
R. Recently Issued Accounting Standards
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2024-03, which addresses the disaggregation of income statement expenses under Subtopic 220-40. The update aims to provide more detailed information about a public business entity’s expense, helping investors understand better the entity’s performance, assess the entity’s prospects for future cash flows, and compare the entity’s performance over time and with other entities. Entities are required to disclose, in the notes to financial statements, specific information about certain costs and expenses. This includes purchases of inventory, employee compensation, depreciation, intangible asset amortization. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a significant impact on its consolidated financial statements and will not elect early adoption.
There are no other recently issued accounting standards not yet adopted by the Company that, upon adoption, are expected to have a material impact on the Company’s consolidated financial statements.
3. Accounts Receivable
The Company extends credit on an unsecured basis to most of its customers. The Company’s exposure to expected credit losses depends on the financial condition of its customers and other macroeconomic factors beyond the Company’s control, such as deteriorating conditions in the world economy or in the industries the Company serves, changes in oil prices and political instability. While the Company actively manages its credit exposure and works to respond to both changes in the customers’ financial conditions or macroeconomic events, there can be no guarantee the Company will be able to mitigate all of these risks successfully.
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness based on expected exposure. The payment terms with customers are based on each customer’s creditworthiness and are generally 30 to 90 days, although certain markets and other customer-specific factors may warrant longer payment terms. Accounts receivable balances that are not paid within the terms of the sales agreement may be subject to finance fees based on the outstanding balance. Although the Company analyses customers’ payment history and expected creditworthiness, since the Company extends credit on an unsecured basis to most of its customers, there is a possibility that any accounts receivable not collected may ultimately need to be written off.
The
Company had accounts receivable of $
As the Group was offered certain invoice factoring facilities with a commercial bank (see Note 7), invoices sold under the non-recourse basis were not recorded as accounts receivable in the Company’s consolidated financial statements.
During the year ended December 31, 2024, the Company was offered a loan facility backed by accounts receivable of certain qualifying customers. The accounts receivable utilized to back the loan drawn under this arrangement remained as accounts receivable in the Company’s consolidated financial statements
Subsequent to December 31, 2024, all accounts receivable recorded on December 31, 2024 have been collected substantially within their respective credit periods.
| F-14 |
4. Derivative Instruments
The Company values its derivative instruments using alternative pricing sources and market observable inputs, and accordingly the Company classifies the valuation techniques that use these inputs as Level 2.
The following table presents the gross fair value of the Company’s derivative instruments not designated as hedging instruments and their locations on the consolidated balance sheets:
| As of December 31, 2024 | ||||||||||||||||
| Derivative asset | Level 1 input | Level 2 input | Level 3 input | Total fair value | ||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Derivative asset | Level 1 input | Level 2 input | Level 3 input | Total fair value | ||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||
The following table summarizes the gross notional values of the Company’s commodity contracts used for risk management purposes that were outstanding as of December 31, 2024 and 2023:
| December 31, | December 31, | |||||||||||
| Derivative Instruments | Units | 2024 | Units | 2023 | ||||||||
| Commodity contracts | ||||||||||||
| Long | Metric ton | Metric ton | ||||||||||
| Short | Metric ton | Metric ton | ||||||||||
The following table presents the effect and financial statement location of the Company’s derivative instruments not designated as hedging instruments on the Company’s consolidated statements of income and comprehensive income:
The following are the amounts of realized and unrealized gain during the years ended December 31 2024 and 2023:
| Location | 2024 | 2023 | ||||||||
| Gain from commodity contracts | Cost of revenue | $ | $ | |||||||
| F-15 |
5. Prepayment and other current assets
Prepayment and other current assets consist of the following:
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Prepayments and other receivable | $ | $ | ||||||
| Deposits | ||||||||
| Total | $ | $ | ||||||
Prepayments
as of December 31, 2024 principally represent advance payments to various suppliers and service providers for goods and services to be
provided subsequently. Deposits of $
6. Property, Plant and Equipment
The amount of property and equipment are as follows:
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Office equipment, furniture and fixtures | $ | $ | ||||||
| Less: accumulated depreciation and amortization | ||||||||
| Office equipment, furniture and fixtures, net | $ | $ | ||||||
During
the years ended December 31, 2024 and 2023, the Company recorded depreciation expense of approximately $
The amount of motor vehicle are as follows:
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Motor vehicle | $ | $ | ||||||
| Less: accumulated depreciation | ||||||||
| Motor vehicle, net | $ | $ | ||||||
During
the year ended December 31, 2024 and 2023, the Company recorded depreciation expense of approximately $
The amount of computer software costs are as follows:
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Computer software | $ | $ | ||||||
| Less: accumulated amortization | ||||||||
| Computer software costs, net | $ | $ | ||||||
During
the years ended December 31, 2024 and 2023, the Company recorded amortization expense related to computer software of approximately $
| F-16 |
7. Interest Income and Interest Expense
The
Group was offered certain factoring facilities with a commercial bank. As of December 31, 2024 and 2023, the factoring facilities were
$
During
the year ended December 31, 2024, the Company was offered a receivable-backed loan facility in the amount of $
The
interest rates under the factoring agreement range from
| For the year ended December 31. | ||||||||
| 2024 | 2023 | |||||||
| Interest income | $ | $ | ||||||
| Interest expense on lease liabilities | ( | ) | ( | ) | ||||
| Interest expense on factoring arrangement | ( | ) | ( | ) | ||||
| Total: | $ | ( | ) | $ | ( | ) | ||
8. Commitments and Contingencies
As
of December 31, 2024, the Company has committed to sell to certain customers to a maximum of
As of December 31, 2024 and 2023, the Company is not a party to any material legal or administrative proceedings and did not have any significant contingencies.
9. Income Taxes
British Virgin Islands
Under the current laws of the British Virgin Islands, the Company is not subject to any income tax.
Hong Kong
Under
the two-tiered profit tax rate regime of Hong Kong Profits Tax, the first HK$
Malaysia
Malaysia
Income Tax is calculated at
| F-17 |
Singapore
Singapore
Income Tax is calculated at
The income tax provision consists of the following:
| 2024 | 2023 | |||||||
| Current: | ||||||||
| Hong Kong | $ | ( | ) | $ | ||||
| Malaysia | ||||||||
| $ | ( | ) | $ | |||||
| Deferred | ||||||||
| $ | ( | ) | $ | |||||
The following is a reconciliation of the Company’s total income tax expense to the income before income taxes for the years ended December 31, 2024 and 2023, respectively.
| 2024 | 2023 | |||||||
| (Loss) \ Income before provision for income taxes | $ | ( | ) | $ | ||||
| Tax at the domestic income
tax rate of | ( | ) | ||||||
| Tax effect of Hong Kong at graduated rates | ( | ) | ||||||
| Foreign tax rate differentials | ( | ) | ||||||
| Non-deductible expenses for tax purpose | ||||||||
| Unrecognize tax benefit | ||||||||
| Non-taxable income | ( | ) | ||||||
| Prior year accrual | ( | ) | ( | ) | ||||
| Income tax expense | $ | ( | ) | $ | ||||
10. Revenue Disaggregation
Geographic Information
The following table breaks down revenue by geographic location of the Company’s revenue. The geographical location is based on the location at which the marine fuel is delivered to the customer.
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| China | $ | $ | ||||||
| Hong Kong | ||||||||
| Malaysia | ||||||||
| Singapore | ||||||||
| South Korea | ||||||||
| Other | ||||||||
| Total: | $ | $ | ||||||
11. Related Party Transactions and Balances
During the financial year of 2024 & 2023, no transaction with related parties was identified and that there was no balance with any related parties as of December 31, 2024 & 2023.
| F-18 |
12. Finance and Operating Leases
The
Company leases offices and motor vehicles. The leases are for periods of two
to
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Finance lease and operating lease costs | ||||||||
| Expenses relating to short-term leases | ||||||||
| Total lease cost | $ | $ | ||||||
As of December 31, 2024, the Company’s remaining lease payments are as follows:
| Leases | ||||
| 2025 | $ | |||
| 2026 | ||||
| Total remaining lease payments (undiscounted) | ||||
| Less: imputed interest | ||||
| Present value of lease liabilities | $ | |||
Supplemental balance sheet information related to leases:
| As of December 31, | ||||||||||
| Classification | 2024 | 2023 | ||||||||
| Assets: | ||||||||||
| Operating lease assets | Right-of-use lease assets | $ | $ | |||||||
| Operating leases | ||||||||||
| Lease Liability - current | Current liabilities – lease liabilities | $ | $ | |||||||
| Lease liability – non-current | Non-current liabilities – lease liabilities | $ | $ | |||||||
Other information related to leases for the years ended December 31, 2024 and 2023:
| 2024 | 2023 | |||||||
| Weighted-average remaining lease term (years) - operating leases | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from finance leases | $ | $ | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
13. Issuance of new shares
During the financial year of 2024, Ordinary Shares of the Company of par value $ per share (the “Shares”) were issued.
On
August 22, 2024, the
Ordinary Shares of the Company of par value $
per share were issued through a private placement to an investor at a price of $
per share, and the Company received gross proceeds of approximately $
| F-19 |