Bacui Technologies International : BTIL AR 2023

CORPORATE

INFORMATION

CHAIRMAN'S STATEMENT

CHAIRMAN'S STATEMENT

Yeo Kan Yen

Independent Non-Executive Chairman

SUSTAINABILITY

REPORT

ABOUT THIS REPORT

Bacui Technologies International Ltd. (formerly known as Arion Entertainment Singapore Limited), the "Company", together with its subsidiaries, the "Group", "Bacui", "we", "us" or "our") is pleased to present our seventh Sustainability Report (the "SR" or "this report").

This report provides an overview of the accomplishments and progress made towards Economic, Environment, Social, and Governance ("EESG") matters, such as anti-corruption, occupational and customer health and safety, employment, labour and management relations, marketing and labeling, training and education, diversity and equal opportunity and non-discrimination, labour practice, and customer privacy. The data presented in this report covers the material EESG performance and matters during the financial period from 1 April 2023 to 31 December 2023 (the "Reporting Period").

The Company acquired Bacui Elitist Technology Limited ("Bacui Group") on 29 March 2023 and the EESG matters relating to Bacui Group was not reported in the financial year ended 31 March 2023 ("FY2023"). The Group completed the disposal of its subsidiaries, Fame Harvest Limited and Inovatif Media Asia Sdn. Bhd. (the "Disposal Group") in September 2023 and October 2023 respectively. The scope of this report is different from that of FY2023 SR with the inclusion of Bacui Group and the exclusion of the Disposal Group. The Group considers the disposed publishing and moneylending businesses to be immaterial to the Group's overall EESG performance during the Reporting Period and therefore these EESG matters are not disclosed in the Reporting Period. As the segment in relation to the provision of human resources and labour outsourcing related services ("HRLOS") operated in the People's Republic of China ("PRC") contributes the most significant portion of the Group's revenue, as well as its impacts on the stakeholders, the Group includes HRLOS in PRC as the core business of the Group in the reporting scope for the Reporting Period, which is considered material unless otherwise specified. Revenue from the HRLOS segment accounted for approximately 89% of the total revenue of the Group during the Reporting Period. The Group will keep assessing major EESG aspects of different businesses and major subsidiaries to determine whether they should be covered in the SR.

This report is prepared with reference to the Global Reporting Initiative ("GRI") Universal Standards 2021 and is in line with the requirements of the Singapore Exchange Securities Trading Limited Rules 711A and 711B of the Listing Manual Section B: Rules of Catalist (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The GRI Standards, which are recognised as the representation of international best practices, was chosen as the reporting framework for its strong principles and comprehensive guidance. The GRI content index included at the end of this report provides a summary of the disclosures.

The Group recognises that preparing climate-related disclosures aligned with the recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD") has been recommended by the SGX-ST in its Practice Note 7F. However, after consideration by the senior management team, as the Group is not materially exposed to climate-related risks or opportunities due to the nature of its business and does not fall within the industries prioritised for mandatory disclosure under TCFD, this report does not currently include climate-related disclosures. The Group will continue to monitor any emerging climate-related risks or opportunities relating to its supply chain and operations regularly and will review and enhance the disclosure requirements based on TCFD recommendations in the subsequent years of sustainability reporting. Based on the requirements in Rule 711B of the Catalist Rules and Practice Note 7F, we have mapped our climate-related disclosures based on TCFD Recommendations and a summary is provided in the section TCFD Content Index on pages 28 and 29 of this Annual Report.

We have presented our data in this report in good faith and to the best of our understanding. We have not sought external assurance for this report. Our internal review cycle spans over 3 years. For the Reporting Period under review, the monitoring and verification of the disclosed data in this report are performed internally by management and overseen by the Board. We are dedicated to listening to our stakeholders' feedback on any aspect of our sustainability performance. You could reach us at yyb.bcjy.cn/contact-us.html.

SUSTAINABILITY

REPORT

BOARD STATEMENT

Dear Stakeholders,

Bacui Technologies International Ltd. is delighted to present our Sustainability Report, highlighting our unwavering commitment to EESG practices. In these challenging times, we remain steadfast in our dedication to responsible operations and creating a positive impact on the world around us.

The Board of Directors (the "Board") plays a vital role in overseeing the identification, management, and monitoring of the Group's material EESG factors. We firmly believe that sustainability must be embedded into our decision-making processes and guide our strategic direction. With the unwavering support of the Board, we are dedicated to actively engaging our current and prospective stakeholders, addressing their interests and concerns. By fostering strong partnerships, we aim to advance our sustainability efforts and create long-term value for all stakeholders.

The acquisition of Bacui Group was completed on 29 March 2023, and the Group completed the disposal of its subsidiaries, Fame Harvest Limited and Inovatif Media Asia Sdn. Bhd. in September 2023 and October 2023 respectively. Bacui Group is now the sole component of our diverse portfolio. Shareholders have also approved the change of core business of the Group to the provision of human resources and labour outsourcing related services operated in the PRC during the extraordinary general meeting ("EGM") held on 31 July 2023.

Bacui actively aligns with national strategies and urban construction directions, focusing on sustainable and high-quality development. Over the past few years, the Group's overall operating conditions have been stable with progress. Building upon a stable and high-quality customer base, we actively explore new markets. We are committed to improving operational efficiency, continuously innovating products and services, and maintaining one of the leading position in the service outsourcing industry. In addition, we continue to promote the adjustment of its business structure, mainly serving governments, financial institutions, state-owned enterprises, etc., and operating in multiple sectors to reduce operational risks.

We extend our sincere appreciation to Bacui's management team, employees, partners, and stakeholders who have played a significant role in our sustainability journey thus far. Your continued support is invaluable, and we eagerly look forward to fostering collaboration with all of you as we collectively work towards achieving our sustainability goals in the future.

Signed,

Yeo Kan Yen

Independent Non-Executive Chairman

SUSTAINABILITY

REPORT

CORPORATE PROFILE

Listed on the Singapore Stock Exchange's Catalist board, Bacui Technologies International Ltd. (formerly known as "Arion Entertainment Singapore Limited") is an investment holding company, established in 1994 and was listed on the Catalist Board of the SGX-ST in 1997. The Company has business interests in China through the subsidiaries within the Bacui Group. On 29 March 2023, the Company completed the acquisition of Bacui Elitist Technology Limited and its subsidiaries, or the Bacui Group which is engaged in the provision of human resources, labour outsourcing related services, infrastructure management services and food distribution service. Shareholders of the Company has approved the change of core business to that of provision of labour/talent (mainly blue-collar contract workers) to local governments and businesses in the PRC and elsewhere and related services at the EGM held on 31 July 2023. With the disposal of the publishing and moneylending businesses, Bacui's principal activities changed to the provision of human resources, labour outsourcing related services, infrastructure management services and food distribution service in the PRC.

Currently, Bacui's main operating services are summarized below:

SUSTAINABILITY

REPORT

CORPORATE GOVERNANCE

Bacui places great importance on upholding exemplary corporate governance practices, accountability, adherence to the law, and integrity. We recognise the significance of establishing a sound corporate governance framework to promote the long-term success and sustainability of our business. Our corporate governance structure encompasses various policies and procedures, which are in accordance with the principles and guidelines outlined in the Code of Corporate Governance 2018.

The Board oversees the development of the Group's overall corporate governance practices and sustainability strategies. These strategies are formalised by senior management to ensure their alignment with our business objectives.

• Yeo Kan Yen (Independent Non-Executive Director, appointed on 27 March 2023, redesignated as Non-Executive Chairman on 17 October 2023)
• Yang Ran (Executive Director, appointed on 17 October 2023)
• Yang Li (Executive and Strategy Director, appointed on 17 October 2023)
• Ng Kai Man (Executive Director, resigned on 17 October 2023)
• Heng Victor Ja Wei (Independent Non-Executive Director, appointed on 30 June 2023)
• Prof Peng Lei Qing (Independent Non-Executive Director, appointed on 30 June 2023)
• Chou Kong Seng (Independent Non-Executive Director, resigned on 31 July 2023)
• Kesavan Nair (Independent Non-Executive Director, resigned on 31 July 2023)
• Lee Keng Mun (Independent Non-Executive Director, resigned on 31 July 2023)

Nominating Committee

• Yeo Kan Yen (Chairman, appointed on 31 July 2023)
• Kesavan Nair (Chairman, resigned on 31 July 2023)
• Heng Victor Ja Wei (Member, appointed on 31 July 2023)
• Prof Peng Lei Qing (Member, appointed on 31 July 2023)
• Chou Kong Seng (Member, resigned on 31 July 2023)
• Lee Keng Mun (Member, resigned on 31 July 2023)

SUSTAINABILITY

REPORT

Remuneration Committee

• Prof Peng Lei Qing (Chairman, appointed on 31 July 2023)
• Lee Keng Mun (Chairman, resigned on 31 July 2023)
• Heng Victor Ja Wei (Member, appointed on 31 July 2023)
• Yeo Kan Yen (Member, appointed on 31 July 2023)
• Chou Kong Seng (Member, resigned on 31 July 2023)
• Kesavan Nair (Member, resigned on 31 July 2023)

Audit Committee

• Heng Victor Ja Wei (Chairman, appointed on 31 July 2023)
• Chou Kong Seng (Chairman, resigned on 31 July 2023)
• Prof Peng Lei Qing (Member, appointed on 31 July 2023)
• Yeo Kan Yen (Member, appointed on 31 July 2023)
• Kesavan Nair (Member, resigned on 31 July 2023)
• Lee Keng Mun (Member, resigned on 31 July 2023)

SUSTAINABILITY GOVERNANCE

The Board's commitment to sustainable development includes the development of management policies and strategies to ensure that environmental protection, social responsibility and effective governance practices are taken into account in the operations of the Group. This commitment is reflected in our overall vision and strategies to ensure that the Group's business activities comply with environmental regulations, adopt sustainable practices, focus on employee well-being and establish an effective governance structure. The link between the Board's commitment to sustainable development and the business is that a company's long-term success and profitability are closely linked to its EESG performance. Effective environmental management, social responsibility and good governance structures not only help reduce risk, but also enhance the attractiveness of the Group, to investors, customers and employees. Therefore, the sustainable development commitment of the Board directly affects business performance and long-term development of the Group. The Group mainly adopts the following four aspects as the main measures to promote the sustainable development process:

1. To ensure that sustainable development considerations are fully taken into account in our operations by establishing relevant management policies, strategies, priorities and objectives. These management policies and strategies should be closely related to business development to ensure that the Group can achieve profitability while also reducing environmental impact, fulfilling social responsibility and promoting social progress.
2. To ensure that the EESG performance of the Group is achieved through regular reviews and timely adjustments to management policies and strategies. This practice helps to ensure that our commitment is aligned with business development and helps to enhance our brand image and reputation.
3. To systematically manage the setting, promotion and review of sustainable targets. The Board works with the Group's internal ESG team to ensure that the measurement mechanisms and industry benchmarks adopted are in line with industry standards and best practices. The ESG team, under the leadership of the Board, comprise heads from the various departments and is responsible for reporting to the Board regularly. In order to assess the progress of our sustainability goals, the Board sets baseline based on the actual situation of the Group, which serves as a reference point and makes comparation from time to time. The Board reviews and evaluates the EESG performance or results with respect to sustainable targets. If we fail to meet the targets, the board should require analysis and disclosure of the reasons. The Board in cooperation with the senior management, develops appropriate continued strengthening or adjustment measures in response to the performance of the targets. This may include resetting targets, adjusting strategies, and strengthening resources to ensure that the Group can make progress on sustainable development. Remuneration policies for the Board and executives are linked to the targets and performance of managing the impact on EESG, which may include incorporating sustainable targets into compensation incentives to motivate management and employees to make progress on sustainability.