GLG CORP LTD — Annual Report 2015

Oct 26, 2015

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GLG CORP LTD Annual Report 2015

Creating value and building strong partnerships

Global Network

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China
New York
(USA)
Hong Kong
Cambodia
Malaysia
Sri Lanka
Singapore
Indonesia
Australia
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Head Office

Australia

GLG Corp Ltd (Registered Office) Level 40, Northpoint 100 Miller St North Sydney NSW 2060, Australia

Singapore

Ghim Li Global Pte Ltd 21 Jalan Mesin Singapore 368819

Sales Offices

Hong Kong

Ghim Li Global International Ltd Room 3106-7, 31th Floor Clifford Centre Cheung Sha Wan Road, Kowloon Hong Kong, 778784

New York

Escala (USA) NY 112 West, 34th Street, Suite #1900 New York, USA, 10120

Service Support Centres

China

Ghim Li Global International (Guangzhou) Ltd 3rd Floor, No. 23, Shi Nan Road Tai Shi Industrial, Dong Chong Town, Panyu Guangzhou, China, 511475

Malaysia

Kai Li Textile Sdn Bhd Lot 7962, Batu 22, Jalan Air Hitam 81000 Kulaijaya, Johor Malaysia

Manufacturing Partners

China

Ghim Hong Fashion (Guangzhou) Pte Ltd 3rd Floor, No. 23, Shi Nan Road Tai Shi Industrial, Dong Chong Town, Panyu Guangzhou, China, 511475

Cambodia

Ghim Li Cambodia Pte Ltd National Road No. 4, Ang Snoul District Kandal Province, Kingdom Of Cambodia

Indonesia

PT Ghim Li Indonesia Tunas Indutrial Estate Blok 3A-3I, Batam Centre Pulau Batam ,Indonesia, 26462

PT. Batam Bersatu Apparel Camo Industrial Part Block F, No. 1 Batam Centre Kota Batam, Indonesia, 29462

Malaysia

Ghim Li Fashion (M) Sdn Bhd Lot 7962, Batu 22, Jalan Air Hitam, Kulai Johor, Malaysia, 81000

Maxim Textile Technology Sdn Bhd PLO 54, Jalan Perindustrian 4 Kawasan Perindustrian Senai II Senai, Johor, 81400

Sri Lanka

Ghim Li Lanka Pvt Ltd Pinnaduwa, Walahanduwa Galle, Sri Lanka

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Table o contents f

04 Chairperson / CEO’s Speech

• 06 Corporate Governance Statement 16 Directors’ Report

• 31 Auditor’s Independence Declaration

• 32 Independent Auditor’s Report

• 34 Directors’ Declaration

• 36 Consolidated Statement of profit or loss and other comprehensive Income

• 37 Consolidated Statement of financial position

• 38 Consolidated Statement of changes in equity

• 39 Consolidated Statement of cash flows

• 40 Notes to the Financial Statements

• 78 Additional Stock Exchange Information

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Creating value and building strong partnerships

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For more than 35 years, Ghim Li has worked to provide its customers with end-to-end textile and apparel solutions, and global sCM expertise to help them achieve better operational productivity and cost efficiencies. This has enabled Ghim Li to endear itself to its customers, and helped it nurture long term business partnerships with many global department stores, mass merchants and specialty retailers.

With production facilities spanning across 5 countries, Ghim Li manages a workforce of more than 15,000 with 250 production lines producing 11 over 65 million pieces of knitwear products annually. Ghim Li provides its customers with the full spectrum of apparel services ranging

from research, design and development, procurement, manufacturing, supply chain management and EDI services.

Aligning itself closely with its customers and maintaining a strong presence in key international markets like Singapore, Hong Kong and New York, Ghim Li is able to anticipate and react to changing fashion and consumer trends to shorten lead time and provide quick turnaround. as a one-stop total

solutions service provider, Ghim Li always translates the benefits of quality assurance, reliability and the best dollar value to all its customers and end consumers.

Headquartered in Singapore with international sales offices in New York, Hong Kong, China and contracted manufacturing partners in Cambodia, China, Indonesia, Malaysia, Sri Lanka and Vietnam, Ghim Li's total workforce is over 15,000 strong.

The company's trading arm serves Customers from the Fortune 500 companies, including retailers like MACY’S, Walmart, Target, and Aeropostale, and provides ODM (Original Design and Manufacture) solutions as well as OEM solutions to its customers.

Ghim Li’s commitment to sustainability and international compliance standards ensures highly ethical business practices. green practices, waste recycling and lean manufacturing practices are just some of Ghim Li’s initiatives to reduce its carbon footprint and give back to society.

2 << GLG CORP LTD

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Total Solutions Provider

A global supplier of casual lifestyle knitwear apparel to major U.S. retailers, GLG Corp Ltd has reinvented itself to become an integrated one-stop service provider for the global textile and apparel industry.

In an increasing competitive global retail landscape, retail businesses face the rising challenge of finding reliable partners whom they can depend on to supply quality merchandise at the right price and time.

We offer you a total solutions package with an integrated one-stop services approach. From product design and development, commercialisation or orders, materials management, production planning and control, to comprehensive post-manufacturing logistics solutions, you can be assured that you will have the product you need, whenever and wherever you need it.

• Social and security compliance management that is benchmarked to globally recognised standards and practices.

• Logistics management and inventory through Electronic Data Interchange (EDI).

As part of our continual efforts to improve product quality, we offer comprehensive key support services to our network partners with the aim of helping them to provide better service and merchandise to our customers. These services include:

• Procurement

• Quality assurance

• Compliance management

• ERP

• Industrial engineering

Services

We provide a total solutions package through a “onestop” service approach. This includes:

• Design and trend services and innovation of new apparel products.

• Dedicated global production capacity with a network of over 200 production lines growing to 380 line and a workforce of over 15,000 from Asia, the indian subcontinent to Central and South America in five years.

• RFID technology in production planning and control for real-time shop floor production tracking.

• Quality assurance processes in synergy with our customer’ stringent quality standards.

• Accounting and treasury

• Supply chain management

• Production facility design and upgrading

• Administrative support

Customer Base

We have established long term customer relationships base on trust and proven performance. Our customers are top ranking U.S. retailers across all retail segments from department stores, mass merchants to specialty retailers. They include MACY’S, Walmart, Target, and Aeropostale. We have become the primary supplier in many of our customers’ supply chain processes.

ANNUAL REPORT 2015 >> 3

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4 << GLG CORP LTD

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Chairperson /CEO’s Speech

FOr ThE FInAnCIAL YEAr EnDED 30 JUnE 2015

Dear shareholders, customers, business partners and strategic vendors, on behalf of the management and board of directors, I present to you the results for the Financial Year ending 30th June 2015.

The macro environment has been challenging for our customers and our business. retail sales remain lackluster and marked by a highly promotional environment as the global retail industry continues to be disrupted by the rapid growth of online retailers. Similarly, consumer spending patterns changed towards fast fashion and hence presented another challenge to our customer – the traditional retailer.

One of GLG’s key customers was greatly impacted and changed their strategic plans. They shuttered a large percentage of non-performing stores despite all efforts aimed at improving in-store traffic. With this shift in strategic direction our key customer adopted a new sourcing arrangement and resulted in our loss of two core programs during the changeover period.

This naturally followed in GLG’s lower than expected overall sales revenue and we ended the year at a modest US$180M. Despite the dip in sales revenue, our average gross profit margins held up well between 8.6% and 10.4% and we met our expected margins as were prepared for the change in consumer psyche. Since then, I am happy to report that we have resumed the programs and expect to recover our sales revenue in the following year.

As part of our three-year plan, we focused spending on several growth initiatives such as enhancing our existing people infrastructure, expanding our product offerings, entering new locales to tap on new supply sources and customer relationships as well as to enhance operational efficiencies, improve on existing working conditions in tandem with our customers and innovate for systematic and sustainable change by offering procurement support, quality and compliance control and product testing and trade credit services.

We continue to work closely with our customers to strengthen their sourcing capabilities. We are currently setting up a Korean product development and sourcing office. Focused on fabric innovation,

product design and shorter lead times to support our customer in fast fashion, GLG will continually help its customers grow house brands as well as to achieve greater flexibility for E-commerce retail.

GLG has also setup an industrial engineering team to help examine and re-engineer the production workflow of our vendors and partners to achieve higher production yields with high quality assurance. This translates to more competitively priced products for our customers, reduced material wastage and helps to reduce the entire supply chain’s carbon footprint for a greener and more environmentally friendly business.

The company remains committed to adopting technology to drive productivity, increased transparency and effective control across the whole supply chain. The company’s new enterprise resource planning solution links all departments through a shared database, eliminates the need for duplicate data, reduces the occurrence of human errors and provides a shared platform from order commercialization, internal supply chain control, finance and treasury, just-in-time logistics to final product delivery.

The journey remains challenging as the global economies remains slow. We are comforted that the US which is our main market continues to recover with a strengthening US dollar. With the road mapped and the signing of the Trans-Pacific Partnership agreement with all member countries in the year ahead, GLG will continue to be the partner of choice for our customers for years ahead.

I would like to extend my gratitude to all of our shareholders, customers, suppliers and shareholders around the world for their continued support through this past year and look forward to a brighter future in the year ahead.

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Estina Ang Suan Hong CEO

ANNUAL REPORT 2015 >> 5

Governance Statement Corporate

for the financial year ended 30 June 2015

The Company’s Directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and recommendations (Third Edition) (recommendations) to the extent appropriate to the size and nature of the Group’s operations. The Company has prepared this statement which sets out its corporate governance practices that were in operation for the financial year ended 30 June 2015, identifies any recommendations that have not been followed, and provides reasons for not following such recommendations. The Company’s corporate governance policies and charters and policies are all available on the Company’s web site (www.ghimli.com) (Website).

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Principle ASX Corporate Governance Council Comply?
Recommendations – 3 [rd] Edition
1. Lay solid foundations for management
and oversight
1.1 A listed entity should disclose: (a) the Yes
respective roles and responsibilities of its The Board has adopted a charter which establishes the
board and management; role of the Board and its relationship with management.
and (b) those matters expressly reserved The primary role of the Board is the protection and
to the board and those delegated to enhancement of long term shareholder value. Its
management responsibility is the overall strategic direction of the
Group.
The functions and responsibilities of the Board and
management are consistent with ASX Principle 1. A
copy of the Board Charter is posted on the Website.
1.2 A listed entity should: (a) undertake Yes
appropriate checks before appointing The Board has a formal nomination & remuneration
a person, or putting forward to security Committee. The nomination and remuneration
holders a candidate for election, as a Committee’s functions and powers are formalised in a
director; Charter and is posted on the Website. It is the role of
and (b) provide security holders with all the nomination & remuneration Committee to identify
material information in its possession suitable candidates to complement the existing Board,
relevant to a decision on whether or not to to undertake appropriate checks on the candidate; to
elect or re-elect a director seek confirmation from the candidate that he/she will
have sufficient time to fulfil his or her responsibilities
as a director; and subject to the results of such checks
and confirmations, to make recommendations to the
Board on their appointment.
The Company provides information to shareholders
about Directors seeking re-election at general meeting
to enable them to make an informed decision on
whether or not to re-elect the Director, including their
relevant qualifications and experience and the skills
they bring to the Board; details of any other listed
directorships held by the Director in the preceding 3
years; the term of office already served by the Director;
whether the Director is considered to be independent;
and a recommendation by the Board in respect of the
re-election of the Director
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6 << GLG CORP LTD

Governance Statement Corporate

for the financial year ended 30 June 2015

1.3 A listed entity should have a written Yes agreement with each director and senior Each Director is given a letter upon appointment executive setting out the terms of their which outlines the Director’s duties, obligations, appointment. remuneration, expected time commitments and notification of the Company’s policies. Similarly senior executives including the CEO and CFO, have a formal job description and services agreement describing their term of office, duties, rights and responsibilities, and entitlements on termination. The Company will disclose the material terms of any employment, service or consultancy agreement it enters into with its CEO (or equivalent). 1.4 The company secretary of a listed entity Yes should be accountable directly to the The Company Secretary is responsible for coboard, through the chair, on all matters to ordination of all Board business, including agendas, do with the proper functioning of the board. board papers, minutes, communication with regulatory bodies, ASX and all statutory and other filings. The Company Secretary is accountable to the Board, and all Directors have access to the Company Secretary. The decision to appoint or remove the Company Secretary is be made or approved by the Board. 1.5 A listed entity should: (a) have a diversity Yes policy which includes requirements for the The Company is committed to the principles of board or a relevant committee of the board employing people with a broad range of experiences, to set measurable objectives for achieving skills and views. All executives, managers and gender diversity and to assess annually employees are responsible for promoting workforce both the objectives and the entity’s diversity. The Company has adopted a Diversity Policy progress in achieving them; which can be viewed on the Website. The Diversity (b) disclose that policy or a summary of it; Policy requires the commitment of the Directors and and Senior Management to promote the specific objective (c) disclose as at the end of each reporting of diversity and seeks to ensure, to the extent that period the measurable objectives for is practicable and appropriate, that the Company’s achieving gender diversity set by the board director appointment and employee recruitment or a relevant committee of the board in processes are undertaken with reference to the accordance with the entity’s diversity policy objectives of the Diversity Policy. The objectives of the and its progress towards achieving them, Company’s Diversity policy are centred on a wide range and either: of diversity criteria including gender, age, ethnicity and (1) the respective proportions of men cultural background. and women on the board, in senior executive positions and across the whole The Company discloses the proportion of women on organisation (including how the entity the Board, in Senior positions and in the company as a has defined “senior executive” for these whole. Measurable objectives have been specified and purposes); the company has exceeded the objectives since the or (2) if the entity is a “relevant employer” inception of the policy. under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.16

ANNUAL REPORT 2015 >> 7

Governance Statement Corporate

for the financial year ended 30 June 2015

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1.6 A listed entity should: Yes
(a) have and disclose a process for The Directors undertake an annual process to review
periodically evaluating the performance of the performance and effectiveness of the Board, the
the board, its committees and individual Board Committees and individual directors. The Lead
directors; and Independent Auditor oversees this process. As part of
(b) disclose, in relation to each reporting the review, each Director completes a questionnaire
period, whether a performance evaluation relating to the Board’s and each Committee’s role,
was undertaken in the reporting period in composition, procedures, practices and behaviour.
accordance with that process. The questionnaires are confidential. The Chairman
leads a discussion of the questionnaire results with the
Board as a whole, and provides feedback to individual
Directors as necessary.
1.7 A listed entity should: No
(a) have and disclose a process for The Company’s Chief Executive Officer evaluates the
periodically evaluating the performance of performance of the Group’s senior executives annually.
its senior executives; and The nomination and remuneration Committee also
(b) disclose, in relation to each reporting reviews the Chief Executive Officer’s performance
period, whether a performance evaluation annually. Due to changes in personnel this year, the
was undertaken in the reporting period in performance evaluations have not taken place in the
accordance with that process. reporting period.
2. Structure the board to add value
2.1 The board of a listed entity should: Yes
(a) have a nomination committee which: The Board has a formal nomination & remuneration
(1) has at least three members, a majority Committee comprising two independent directors
of whom are independent directors; and and the CEO. Current members are Christopher
(2) is chaired by an independent director, Chong (Lead Independent Director & Chairman),
and disclose: Shane Hartwig (Independent Director) and Estina Ang
(3) the charter of the committee; (CEO). The nomination & remuneration Committee’s
(4) the members of the committee; and functions and powers are formalised in a Charter
(5) as at the end of each reporting period, and is posted on the Group’s website. The number of
the number of times the committee met times that the nomination & remuneration Committee
throughout the period and the individual met throughout the financial year and the individual
attendances of the members at those attendances of the members at those meetings are
meetings; or disclosed in the Company’s Annual report.
(b) if it does not have a nomination
committee, disclose that fact and the
processes it employs to address board
succession issues and to ensure that the
board has the appropriate balance of skills,
knowledge, experience, independence and
diversity to enable it to discharge its duties
and responsibilities effectively
2.2 A listed entity should have and disclose No
a board skills matrix setting out the mix Whilst the Company does not currently disclose a
of skills and diversity that the board board skills matrix setting out the mix of skills of the
currently has or is looking to achieve in its Directors, the following information is set out in the
membership. Company’s Annual report: - the skills, experience and
expertise relevant to the position of director held by
each director in office at the date of the annual report.
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8 << GLG CORP LTD

Governance Statement Corporate

for the financial year ended 30 June 2015

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2.3 A listed entity should disclose: Yes
(a) the names of the directors considered Currently, the Board comprises three Directors,
by the board to be independent directors; two independent and one Executive. Christopher
(b) if a director has an interest, position, Chong (Lead Independent Director), Shane Hartwig
association or relationship of the type (Independent Director) and Estina Ang (CEO). The
described in Box 2.3 but the board is of the Board has considered the circumstances of each
opinion that it does not compromise the Director and determined that all Non-Executive
independence of the director, the nature Directors were independent as described in box 2.3 of
of the interest, position, association or the recommendations. The Corporations Act 2001,
relationship in question and an explanation the Company’s Constitution and the Board meeting
of why the board is of that opinion; and process requires Directors to advise the Board of
(c) the length of service of each director any interest they have that has the potential to
conflict with the interests of the Group, including any
development that may impact their perceived or actual
independence. If the Board determines that a Director’s
status as an independent Director has changed, that
determination will be disclosed and explained in a
timely manner to the market. The length of service
of each Director is set out in the Company’s Annual
report. Independent Directors formally advise the
Board of their independent (or other) status each year.
2.4 A majority of the board of a listed entity Yes
should be independent directors. Currently, the Board comprises two independent
Directors and the CEO. Estina Ang (CEO), Christopher
Chong (Lead Independent Director) and Shane Hartwig
(Independent Director.
2.5 The chair of the board of a listed entity No
should be an independent director and, in The Chairperson and CEO, Estina Ang Suan
particular, should not be the same person Hong, is integral in maintaining the business and
as the CEO of the entity. important customer and banking relationships. This
is commonplace in Asia and reflects ‘respect’ and
economic imperative.
2.6 A listed entity should have a program Yes
for inducting new directors and provide The Company has procedures and policies in place
appropriate professional development to assist Directors in fulfilling their responsibilities.
opportunities for directors to develop Each Director, at any time, is able to seek reasonable
and maintain the skills and knowledge independent professional advice on any business-
needed to perform their role as directors related matter at the expense of the Company.
effectively. Directors also have access to adequate internal
resources to seek any information from any officer or
employee of the Company, or to require the attendance
of management at meetings to enable them as
Directors to fulfil their duties.
3 Act ethically and responsibly
3.1 A listed entity should: (a) have a code of Yes
conduct for its directors, senior executives The Board has established a Code of Conduct which
and employees; and (b) disclose that code articulates acceptable practices for directors, senior
or a summary of it executives and employees, to guide their behaviour and
to demonstrate the commitment of the Company to
ethical practices.
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ANNUAL REPORT 2015 >> 9

Governance Statement Corporate

for the financial year ended 30 June 2015

4. Safeguard integrity in corporate reporting 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Partly

The Board has a formal Audit Committee currently comprising two independent Directors – Christopher Chong and Shane hartwig. The role of the Audit Committee is to advise on financial information prepared for use by the Board or for inclusion in financial statements. The Chairman of the Audit Committee is the Lead Independent Director. The Audit Committee’s functions and powers are formalised in a Charter and is posted on the Group’s website. The number of times that the Audit Committee met throughout the financial year and the individual attendances of the members at those meetings, and the relevant qualifications and experience of the Audit Committee members are disclosed in the Company’s Annual report.

Yes

The Directors are committed to the preparation of financial statements that present a balanced and clear assessment of the Company’s financial position and prospects. The Board reviews the Group’s half yearly and annual financial statements. The Board requires that the Chief Executive Officer and the Chief Financial Officer state in writing to the Board that the Group’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results are in accordance with relevant accounting standards and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Yes

Shareholders are encouraged to attend the Company’s Annual General Meeting, with the auditors typically available via conference call. Shareholders are given an opportunity to ask questions of the Company’s auditors regarding the conduct of the audit and preparation and content of the auditor’s report.

10 << GLG CORP LTD

Governance Statement Corporate

for the financial year ended 30 June 2015

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5. Make timely and balanced disclosure
5.1 A listed entity should: (a) have a written Yes
policy for complying with its continuous The Company has a documented policy which has
disclosure obligations under the Listing established procedures designed to ensure compliance
Rules; and (b) disclose that policy or a with ASX Listing Rule disclosure requirements and to
summary of it. ensure accountability at a senior management level for
that compliance. The focus of these procedures is on
continuous disclosure of any information concerning
the Company that a reasonable person would expect
to have a material effect on the price of the Company’s
securities and improving access to information for all
investors. The Chief Executive Officer and the Company
Secretary are responsible for interpreting the Group’s
policy and where necessary informing the Board. The
purpose of the procedures for identifying information
for disclosure is to ensure timely and accurate
information is provided equally to all shareholders and
market participants.
6. Respect the rights of shareholders
6.1 A listed entity should provide information Yes
about itself and its governance to investors The Board informs shareholders of all major
via its website. developments affecting the Group’s state of affairs as
follows: 1. Placing all relevant announcements made
to the market, on the Website after they have been
released to ASX; 2. Publishing all corporate governance
policies and 3. Placing the full text of notices of
meeting and explanatory material on the Website.
6.2 A listed entity should design and Yes
implement an investor relations program to The Company communicates with its shareholders
facilitate effective two-way communication and investors by posting information via the ASX
with investors. or website, and by encouraging attendance and
participation of shareholders at general meetings.
Management and/or Directors may meet with
shareholders from time to time upon request and
respond to any enquiries they may make.
6.3 A listed entity should disclose the policies Yes
and processes it has in place to facilitate Shareholders are encouraged to attend the Company’s
and encourage participation at meetings of Annual General Meeting. The AGM is an opportunity for
security holders. shareholders to hear the Directors provide updates on
Company performance, ask questions of the Board and
vote on the various resolutions affecting the business.
Shareholders are given an opportunity to ask questions
of the Company’s auditors regarding the conduct of
the audit and preparation and content of the auditor’s
report.
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ANNUAL REPORT 2015 >> 11

Governance Statement Corporate

for the financial year ended 30 June 2015

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6.4 A listed entity should give security holders Yes
the option to receive communications Investors are able communicate with the Company
from, and send communications to, electronically via the website. Investors are also
the entity and its security registry able communicate with the Company’s registry
electronically. electronically by emailing the registry or via the
registry’s website.
7. Recognise and manage risk
7.1 The board of a listed entity should: (a) Partly
have a committee or committees to Risk is an inherent part of the business and the
oversee risk, each of which: (1) has at least Company is in a highly competitive market sector. The
three members, a majority of whom are Company regards material business risks as threats
independent directors; and (2) is chaired to the achievement of objectives and goals and to
by an independent director, and disclose: the successful execution of its strategies. The Audit
(3) the charter of the committee; (4) the Committee requests senior executives to review and
members of the committee; and (5) as monitor material business risks applicable to the
at the end of each reporting period, the business and ongoing operations and reports to the
number of times the committee met Board for approval.
throughout the period and the individual
attendances of the members at those
meetings; or (b) if it does not have a risk
committee or committees that satisfy (a)
above, disclose that fact and the processes
it employs for overseeing the entity’s risk
management framework.
7.2 The board or a committee of the board Partly
should: The Board has responsibility for monitoring
(a) review the entity’s risk management risk oversight and the Chief Executive Officer or
framework at least annually to satisfy equivalent report on the status of business risks
itself that it continues to be sound; and aimed at ensuring risks are identified, assessed and
(b) disclose, in relation to each reporting appropriately managed. In addition the Board reviews
period, whether such a review has taken the risk management framework and policies of the
place. Company, and is satisfied that management has
developed and implemented a sound system of risk
management and internal control. The Board oversees
policies on risk assessment and management and has
delegated certain responsibilities in these matters to
the Audit Committee and Management.
7.3 A listed entity should disclose: (a) if it Yes
has an internal audit function, how the Management reviews the Company’s business units,
function is structured and what role it organisational structure and accounting controls
performs; or (b) if it does not have an and processes on a regular basis and reports to the
internal audit function, that fact and the Audit Committee and in turn to the Board; the Board
processes it employs for evaluating and is satisfied that the processes in place to identify the
continually improving the effectiveness of Company’s material business risks are appropriate
its risk management and internal control and that these risks are being effectively managed.
processes. The Group’s risk management processes continue
to be monitored and reported against. A description
of the Group’s risk management policy and internal
compliance and control systems is available on the
Website.
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12 << GLG CORP LTD

Governance Statement Corporate

for the financial year ended 30 June 2015

7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

Yes

The Company’s operations are not subject to any significant environmental regulations. The Directors believe that the Company has adequate systems in place for the management of its environmental requirements and are not aware of any breach of those environmental requirements.

8. Remunerate fairly and responsibly

8.1 The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. 8.3 A listed entity which has an equitybased remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.

Yes

The Board has a formal nomination and remuneration Committee comprising three members two of whom are independent and the CEO. Current members are Christopher Chong (Lead Independent Director & Chairman), Shane Hartwig (Independent Director) and Estina Ang (CEO). The role of the nomination and Remuneration Committee is to review and make recommendations to the Board on remuneration packages and practices applicable to the Chief Executive Officer, Senior Executives and Directors themselves. This role also includes responsibility for share option schemes, incentive performance packages and retirement and termination entitlements. Remuneration levels are competitively set to attract the most qualified and experienced Directors and Senior Executives. The nomination and remuneration Committee may obtain independent advice on the appropriateness of remuneration packages. The Nomination and Remuneration Committee’s functions and powers are formalised in a Charter and is posted on the Group’s website. The number of times that the Nomination and Remuneration Committee met throughout the financial year and the individual attendances of the members at those meetings are disclosed in the Company’s Annual report.

Yes

Details of the Directors and Key Senior Executives remuneration are set out in the Remuneration Report of the Annual report. The structure of non-Executive Directors’ remuneration is distinct from that of executives and is further detailed in the Remuneration report of the Annual report.

Yes

Currently, the Company does not have an equity based remuneration scheme.

ANNUAL REPORT 2015 >> 13

Governance Statement Corporate

for the financial year ended 30 June 2015

Composition of the Board

The composition of the Board is determined in accordance with the following principles and guidelines:

• the Board should comprise directors with an appropriate range of qualifications and expertise; and

• the Board shall meet regularly and follow guidelines set down to ensure all directors are made aware of, and have available, all necessary information to participate in an informed discussion of all agenda items.

The Directors in office at the date of this statement are as follows:

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----- Start of picture text -----

Name Position
Estina Ang Suan hong Executive Chairman and Chief Executive Officer
Christopher Chong Meng Tak Lead Independent Director
Surina Gan Meng Hui Director (retired 31 October 2014)
Shane Hartwig Independent Director (appointed 2 December 2014)
Thongviboon Independent Director (retired 31 October 2014)
Por Khay Ti Director (resigned 3 August 2015)
Felicia Gan Peiling Director (appointed 15 September 2015)
----- End of picture text -----

The skills, experience and expertise relevant to the position of director as well as the period of office held by each director are set out in the Directors’ report on pages 16 to 19.

Board Responsibilities

As the Board acts on behalf of the shareholders and is accountable to the shareholders, the Board seeks to identify the expectations of the shareholders as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board, through the Audit Committee, receives reports from management on an on-going basis as to the material risks associated with the company’s operations and the recommended risk mitigation process that they undertake. The Board has established a Code of Conduct which in summary, requires that at all times Directors and employees act with the integrity, objectivity and in compliance with the letter and spirit of the law and company policies. GLG has established a written policy designed to ensure compliance with ASX listing rule disclosure and accountability as senior executive level for compliance.

Under the guidance of the ASX’s Corporate Governance Principles and recommendations (3rd edition), the Board has established a nomination and remuneration Committee and an Audit Committee. The name of members of each committee and their attendance at meetings is contained on page 22 of the Annual report.

The nomination and remuneration Committee has established a policy prohibiting transactions in associated products which limit the economic risk of participating in unvested entitlements under equity-based remuneration scheme.

A copy of the Company’s Code of Conduct, Audit Committee charter, Remuneration Committee charter and the terms and conditions of the continuous disclosure and shareholder communication policy is made publically available on the Company’s website.

Diversity

The Company has implemented a Diversity Policy. This policy sets as a target 25% of all Board seats and management positions to be held by women. The Board is also considering other means to encourage diversity. The Company recognises the benefits of a diverse workforce and is committed to providing an environment that encourages

14 << GLG CORP LTD

Governance Statement Corporate

for the financial year ended 30 June 2015

diversity. The Board monitors the diversity profile of its workforce. As the Company already has gender diversity as evidenced by the proportion of women reported below, the Board has not set any measurable objectives.

• At 30 June 2015, the proportion of women employed by GLG Corp Ltd was:

• Board of Directors 33%

• Senior Executives 75%

• Total Workforce 72%

Dealing in GLG Corporation’s Securities by Directors and employees

Directors, officers and employees of the Company are prohibited from trading in GLG securities apart from the period 15 days commencing the day after GLG announces its half-yearly, preliminary final reports and full year accounts. A full outline of the Company’s securities trading policy is made publically available on the Company website.

Risk Management Policy

risk is an inherent part of GLG’s business. GLG is in a highly competitive market sector. GLG regards material business risks as threats to the achievement of GLG’s objectives and goals and to the successful execution of its strategies.

The main risks faced by GLG are:

• Operational risk (including dependence on the ongoing viability of its existing major suppliers, reliance on the USA consumer market, new trade restrictions, reliance on executive directors and key executives, uncertainties relating to expansion plans);

• Funding risk, in that GLG is dependent upon the continued support of its banks to provide trade financing facilities on an ongoing basis;

• reputation risk;

• Legal, compliance and documentation risk (including product liability, legal compliance guidelines set by customers);

• regulatory risk;

• Outsourced manufacturing and other services;

• Competitive risk;

• Investment risk;

• Credit risk;

• Liquidity risk; and

• Foreign exchange risk.

The Audit Committee requests senior executives to review and monitor material business risks applicable to the business and ongoing operations and reports to the Board for approval.

Full disclosure of the Company’s policies in relation to risk oversight and management of material business risk are made publically available on the Company website.

Other Information

The Company’s corporate governance practices and policies in relation to the matters reserved to the board, matters delegated to senior executives and a copy of the board charter are publicly available at the Company’s registered office. The policies have also been posted on the Company’s website.

ANNUAL REPORT 2015 >> 15

Director’s Report

for the financial year ended 30 June 2015

The Directors of GLG Corp Ltd (“GLG” or “the Company”) submit herewith the annual financial report of the Company for the financial year ended 30 June 2015. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Information about the Directors and senior management

The names and particulars of the Directors of the Company during and since the end of the financial year are:

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Estina Ang Suan Hong

Executive Chairman Estina Ang Suan Hong is the founder of GLG Corp Ltd. Ms Ang is the Executive Chairman of GLG and is a member of the Nomination and remuneration committee.

Ms Ang has over 35 years of experience in the textile and apparel industry. She began her career in the industry in 1975, working for Polly Allied Knitwear Pte Ltd, a Singapore based apparel group.

Under her leadership, GLG Corp Ltd has established itself as a global supplier of quality apparel to major retailers in the USA. Ms Ang also spearheaded the Business’ expansion into USA, Guatemala and hong Kong.

Ms Ang was also the founder of GLIT Group, a key garment manufacturing supplier to GLG. She oversaw GLIT Group’s establishment of operations in Malaysia, Fiji, Brunei, Indonesia, Guatemala, China and Sri Lanka. Ms Ang divested GLIT Group following the listing of GLG. Ms Ang also oversaw the acquisition of Maxim Textile Technology Pte Ltd, a textile finishing company, and a subsidiary of Ghim Li Group Pte Ltd (the major shareholder of GLG).

Ms Ang graduated from nanyang University in 1974 with a Bachelor of Arts degree, and is a member of the Singapore Institute of Directors.

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Christopher Chong Meng Tak

Lead Independent Director, joined the Board on 12 October 2005. Mr Chong is the Chairman of the Audit Committee and the Chairman of the Nomination and Remuneration Committee.

Mr Chong is a partner of ACH Investments Pte Ltd, a specialist corporate advisory firm in Singapore, and, an Associate of Shadforths Limited, a leading financial firm in Tasmania, Australia. Prior to co-founding ACh Investments Pte Ltd, Mr Chong was a multi-award winning equity analyst and the Managing Director of hSBC James Capel Securities (Singapore) Pte Ltd, (now known as hSBC Securities (Singapore) Pte Ltd), a member of the hong Kong Bank Group of companies. Mr Chong is an independent director of several public companies listed on the Australian, Singapore and Luxembourg Stock Exchanges. Mr Chong is also a Director and/or advisor to many private companies and to many Asian families and the judicial branch of the Singapore government.

Mr Chong has extensive Asia Pacific experience having previously also been an advisor to listed companies on the Exchange of hong Kong, Jakarta (Indonesia), Kuala Lumpur (Malaysia), Makati (Philippines) and Bangkok (Thailand). Mr Chong is a fellow of the Australia Institute of Company Directors, a fellow of the Singapore Institute of Directors and a Master Stockbroker of the Securities and Derivatives Industry Association of Australia.

Mr Chong has received a B.Sc. (Economics) from the University College of Wales, an MBA from London Business School and is a member of the Institute of Chartered Accountants of Scotland.

16 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

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Shane Hartwig (appointed 2 December 2014)

Mr hartwig is a Certified Practicing Accountant and Chartered Company Secretary and holds a Bachelor of Business degree, majoring in Accounting and Taxation from Curtin University of Technology in Western Australia.

Mr Hartwig is involved in the areas of initial public offerings, capital raisings, prospectus and information memorandum preparation and project management, company assessments and due diligence reviews, mergers and acquisitions and providing general corporate advice. Mr hartwig has over 20 years’ experience in the finance industry both nationally and internationally with exposure to both the debt and equity capital markets.

Mr Hartwig is also Company Secretary of Anteo Diagnostics Limited and Rutila Resources Limited on a contract basis. Mr hartwig was previously the Company Secretary of GLG Corp Ltd until July 2011.

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Felicia Gan (appointed 15 September 2015)

Ms Gan joined the Company in 2006 as a legal officer responsible for the legal compliance office. Ms Gan is now responsible for the overall management of the Sales & Marketing Teams and the Product, Development and Design department. Ms Gan builds, direct and drives the annual strategic sales and marketing plan and implements marketing strategies to identify and develop new customers and business opportunities on a global scale.

Ms Gan graduated with a Bachelor of Laws (honours) from University of Nottingham in 2003 and was admitted to the Singapore Bar in May 2005. She is a member of the Singapore Academy of Law and a management committee member of the Textile Apparel Fashion Federation Singapore.

ANNUAL REPORT 2015 >> 17

Director’s Report

for the financial year ended 30 June 2015

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Por Khay Ti (appointed 1 July 2014 and resigned 3 August 2015)

Director joined the Board on 1 July 2014. Mr Por Khay Ti is an Executive Director and Chief Operating Officer. Mr Por is responsible for the Marketing and Operations divisions.

Mr. Por has over 4 decades of experience in strategic planning, business management, manufacturing and operations optimisation. In his last employment, Mr Por was the Deputy Group MD and Chief Operating Officer of hTL International holdings Ltd. he is currently serving as a Director of Adventech Pte Ltd, an Advisor to Kuka Home Ltd, Hangzhou, China, a Member of Human Capital Advisory Committee to SPRING Singapore and a Member of the Strategic Planning Committee Advisory Panel to the Asian Productivity Organisation.

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Surina Gan Meng Hui (retired 31 October 2014)

Director joined the Board on 11 January 2010. Ma Surina Gan Meng hui joined the Company in July 2001. She began her career at GLG as a Management Trainee where she was assigned the task of leading the manufacturing operations. Ms Gan graduated with a Bachelor of Science (honours) from new York University - Stern in 2001. Ms Gan ceased being an Executive Director on 21 October 2013 and was appointed as a non-Executive Director.

18 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

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Thongviboon (retired 31 October 2014)

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Independent Director joined the Board on 3 March 2012. Thongviboon was a member of the Audit Committee.

Thongviboon was a director and shareholder of various joint-ventures in China, Thailand, Australia and new Zealand. he was also the Corporate Secretary of Pacific Direct Line SAS until December 2006. Mr Thongviboon was a Treasurer of the Abaijah Foundation in Papua New Guinea, a consulting Economist of Shunde City in China, and the co-owner of Vittoria Delights in China.

ANNUAL REPORT 2015 >> 19

Director’s Report

for the financial year ended 30 June 2015

Directorships of other listed companies

Directorships of other listed companies held by directors in the 3 years immediately before the end of the financial year are as follows:

==> picture [475 x 88] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|Name|Company|Period of directorship|
|Christopher Chong Meng Tak|Koon holdings Limited|Since 2003|
|ASL Marine Holdings Ltd|Since 2006|
|Yingli International real Estate Ltd|Since 2007|
|Singapore O&G Ltd|Since 2015|

----- End of picture text -----

Former partners of the audit firm

no officer of the Company has been a partner in an audit firm, or a director of an audit company that is an auditor of the Company during the period or was such a partner or director at a time when the audit firm or the audit company undertook an audit of the Company.

Directors’ shareholdings

The following table sets out each director’s relevant interest in shares or options in shares or debentures of the Company or a related body corporate as at the date of this report.

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----- Start of picture text -----

||||
|---|---|---|
|Directors|Fully Paid Ordinary Shares|Share options|
|Number|Number|
|–|
|Estina Ang Suan hong|54,560,000|
|Christopher Chong Meng Tak|160,007|–|

----- End of picture text -----

Remuneration of directors and senior management

Information about the remuneration of directors and senior management is set out in the remuneration report of this directors’ report, on pages 23 to 30.

Share options granted to directors and senior management

During and since the end of the financial year no share options (2014: nil) were granted to the directors as part of their remuneration.

Company Secretary

Ms Joanne (Jo) Bourke was appointed as Company Secretary on 5 July 2011. Ms Bourke is a qualified accountant and chartered secretary. her previous experience includes 5 years in the oil and gas industry and 12 years’ experience in the financial services industry both in Australia and overseas. Ms Bourke has extensive experience in the areas of corporate governance, statutory, regulatory and compliance reporting and activities. Ms Bourke was Company Secretary for ASX listed Elk Petroleum Ltd until December 2011.

Principal Activities

The consolidated entity’s principal activities in the course of the financial year were being a global supplier of knitwear/ apparel and supply chain management operations.

20 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

Review of Operations

GLG’s net profit decreased 22.04% to US$3,148 thousand, against a net profit of US$4,038 thousand in the previous year. The reduction in net profit was mainly due to lower revenue and a decrease in other income. however the gross profit margin increased to 10.42% compared to 8.62% in the previous year.

GLG’s sales decreased by US$45,767 thousand, or 20.26% to US$180,126 thousand compared to US$225,893 thousand in the previous year. The decline in sales was mainly due to continued weakness in the consumer market and decreased orders from a major customer which closed a significant number of their stores in 2014. The decline from this customer alone accounted for a drop of US$16,325 thousand in GLG’s revenue.

Selling and distribution costs increased by 7.73% to US$1,045 thousand compared to US$970 thousand in the previous year. The increased in the expenses was mainly due to the higher number of samples required for presentation and frequent travel for developing new and existing customers.

Administration expenses decreased 7.65% to US$11,169 thousand compared to US$12,094 thousand in the previous year. This reduction in expenses was achieved through a streamlining of processes, saving in net employee costs and management fees due to the termination of service contracts.

Other expenses increased 19.71% to US$2,514 thousand compared to US$2,100 thousand in the previous year. This was mainly due to an increase in the commitment fees paid to the manufacturer during the reporting period.

Trade and other receivables increased 8.83% to US$85,408 thousand as at 30 June 2015 compared to US$78,476 thousand as at 30 June 2014. The increase was primarily due to an increase in the GLIT receivable. This increase was caused by timing differences due to production delays at the cut off date.

Total current payables and borrowings increased by US$5,980 thousand, or 15.43%, to US$44,726 thousand as at 30 June 2015 compared to US$38,746 thousand as at 30 June 2014. The increase was largely due to new bank borrowings and bills payable.

We believe the cash flows from operations of GLG remains sufficient to meet our working capital requirements, capital expenditures, debt servicing and other funding requirements for the foreseeable future.

Changes in state of affairs

During the financial period there was no significant change in the state of affairs of the consolidated entity other than that referred to in the financial statements or notes thereto.

Dividends

In respect of the financial year ended 30 June 2015, the Directors do not recommend the payment of a final dividend and no interim dividend was paid. In respect of the financial year ended 30 June 2014, no dividend was declared.

Subsequent events

There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of the consolidated entity in future financial year.

Future Developments

The consolidated entity is expanding fabric suppliers to include fashion novelty and also to increase the amount of work with outsourced factories. The performance depends on many economic and industry factors. In the opinion of the Directors, it is not possible or appropriate to make a prediction on the future course of markets, performance of the Consolidated Entity’s or the forecast of the likely result of the Consoldiated Entity’s activities.

ANNUAL REPORT 2015 >> 21

Director’s Report

for the financial year ended 30 June 2015

Environmental Regulation

The consolidated Entity is not subject to any particular or significant environmental regulation.

Shares under option or issued on exercise of options

There are no shares under option or issues on exercise of operations during the year (2014: nil).

Indemnification of officers and auditors

During the financial year, the Company paid a premium in respect of a contract insuring the directors of the company (as named above), the company secretary, and all executive officers of the company and of any permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

The company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such an officer or auditor.

Directors’ meetings

The following table sets out the number of directors’ meetings (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member). During the financial year 2 Board meetings, 0 nomination and remuneration Committee meeting and 2 Audit Committee meetings were held:

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----- Start of picture text -----

||||||||
|---|---|---|---|---|---|---|
|Nomination &|
|remuneration|
|Board of directors|committee|Audit committee|
|Directors|Held|Attended|Held|Attended|Held|Attended|
|–|
|Estina Ang Suan Hong|2|1|–|–|–|
|Christopher Chong Meng Tak|2|2|–|–|2|2|
|Surina Gan Meng Hui|1|–|–|–|–|–|
|Thongviboon|1|1|–|–|1|1|
|–|
|Por Khay Ti|2|2|–|–|–|
|Shane Hartwig|1|1|–|–|1|1|

----- End of picture text -----

Non-audit services

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 28 of the financial report.

The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

22 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

The Directors are of the opinion that the services as disclosed in note 28 to the full financial statements do not compromise the external auditors’ independence, based on advice received from the Audit Committee, for the following reasons:

• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and

• none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Auditor’s independence declaration

The auditor’s independence declaration is included on page 31 of the annual report.

Rounding off of amounts

The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the Directors’ report and the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

All amounts are presented in US dollars, unless otherwise noted.

Remuneration Report (audited)

This remuneration report, which forms part of the Directors’ report, sets out information about the remuneration of GLG’s directors and its senior management for the financial year ended 30 June 2015. The prescribed details for each person covered by this report are detailed below under the following headings:

• director and senior management details

• remuneration policy

• relationship between the remuneration policy and company performance

• remuneration of directors and senior management.

• key terms of employment contracts

Director and senior management details

The following persons acted as directors of the Company during or since the end of the financial year:

• Estina Ang Suan hong (Executive Chairman and Chief Executive Officer)

• Christopher Chong Meng Tak (Lead Independent Director)

• Surina Gan Meng hui (Director and Chief Operating Officer/Non-Executive Director) (retired 31 Oct 2014)

• Thongviboon (Independent Director) (retired 31 October 2014)

• Shane hartwig (Independent Director) (appointed 2 December 2014)

• Por Khay Ti (Executive Director) (appointed 1 July 2014 and resigned 3 August 2015)

ANNUAL REPORT 2015 >> 23

Director’s Report

for the financial year ended 30 June 2015

The term ‘senior management’ is used in this remuneration report to refer to the following persons. Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year:

• Felicia Gan Peiling (Senior Vice President - Retail) – appointed as an Executive Director 15 September 2015

• Timothy ngui (Chief Information Officer – appointed 1 February 2014)

• Susan Yong (Executive Vice President – Sales appointed 1 November 2013)

Remuneration policy

The remuneration for Key Management Personnel is determined as follows:

• For the Executive Chairman, Chief Executive Officer, by the nominations and remuneration Committees and by the Board and with a view to attract, retain and develop appropriately skilled people. remuneration is reviewed on an annual basis having regard to personal and corporate performance and relevant comparative information.

• The remuneration of non-executive directors may not exceed in aggregate in any financial period the amount fixed by the Company at the general meeting.

• For executives the nomination and remuneration Committee reviews remuneration policies and practices and makes recommendations to the Board regarding their approval. remuneration is reviewed on an annual basis having regard to personal and corporate performance and relevant comparative information.

Relationship between the remuneration policy and company performance

The tables below set out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the five years to June 2015:

wealth for the fve years to June 2015:
30 June	30 June	30 June	30 June	30 June
2015	2014	2013	2012	2011
revenue from all sources 180,343	226,718	230,884	237,891	239,969
net proft before tax 3,865	4,681	3,592	8,051	3,606
net proft after tax 3,148	4,038	3,115	7,524	2,705
Share price at start of year $0.24	$0.28	$0.21	$0.24	$0.28
Share price at end of year $0.18	$0.24	$0.28	$0.21	$0.24
Final Dividend (unfranked) –	–	–	–	–
Basic earnings per share 4.25 cps	5.45 cps	4.20 cps	10.15 cps	3.65 cps
Diluted earnings per share 4.25 cps	5.45 cps	4.20 cps	10.15 cps	3.65 cps

GLG Corp Ltd employees may be entitled to receive a discretionary bonus, as set and agreed by senior management and / or the nomination and remuneration Committee.These bonuses are accrued prior to year end based on the expected bonuses to be paid, however the amounts may not be finalized or paid until a future date that is not necessarily within 12 months of balance date. As a result, there is a difference in timing of the accrual of the bonus and the timing of the payment of the bonus.

24 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

Remuneration of directors and senior management

Each executive director of the Company has entered into an Executive Service Agreement with Ghim Li Global Pte Ltd, a major subsidiary of GLG. They are not remunerated separately for being a director or executive of the Company or other operating entities. Under their respective terms of engagement, all executives, with the exception of Ms Surina Gan Meng hui:

• commenced their terms as an executive of Ghim Li Global Pte Ltd for a 3 year term, and thereafter their engagement automatically continues from year to year, unless their Executive Service Agreement is terminated;

• are covenanted to not compete against GLG’s operations for a period of 12 months after cessation of employment with GLG;

• agree that either party may terminate their Executive Service Agreement by giving 3 months written notice. In addition, Ghim Li Global Pte Ltd may without prior notice terminate their Service Agreements under certain conditions, for example, if the executive commits a serious breach of his or her obligations, or is guilty of grave misconduct in the discharge of his or her duties, or becomes bankrupt.

The service agreements contain otherwise standard terms, including with regard to each executive’s duties, GLG owns any intellectual property created by its executives, confidentiality, entitlements to minor benefits in addition to their remuneration, and devoting substantially the whole of their time and attention during business hours to the discharge of their duties.

Each executive director receives a salary per annum. They may also be entitled to an annual bonus determined by the nomination and remuneration Committee, in its absolute discretion.

Each of the key managers have entered into a service agreement with Ghim Li Global Pte Ltd, the general terms of which are not materially different to those of the executive directors described above.

Each key manager receives a salary per annum, reviewed by the Chief Executive Officer annually with reference to the progress of GLG. Each may also be entitled to an annual bonus determined by the Chief Executive Officer, reviewed by the nomination and remuneration Committee, and approved by the Board taking into account overall management performance and the Company’s profit for the year.

Elements of Key Management Personnel remuneration

remuneration packages contain the following key elements:

• (a) Short-term employment benefits – salaries/fees, bonuses; and

• (b) Post-employment benefits

ANNUAL REPORT 2015 >> 25

Director’s Report

for the financial year ended 30 June 2015

Remuneration of directors and senior management

==> picture [475 x 342] intentionally omitted <==

----- Start of picture text -----

Short term employment benefits Post- Other Share –based
employment long-term payment
Salary Non- benefits super- employee options
& fees Bonus monetary Other annuation benefits & rights Total
2015 US$ US$ US$ US$ US$ US$ US$ US$
Directors
Estina Ang Suan Hong [ 1] 465,921 73,910 – – 5,134 – – 544,965
Christopher Chong Meng Tak 42,168 – – – – – – 42,168
Surina Gan Meng Hui [ 1] 11,051 – – – – – – 11,051
Por Khay Ti [ 2] 230,654 22,173 – – 3,564 – – 256,391
Shane Hartwig [ 3] 18,364 – – – – – – 18,364
Thongviboon [ 4] 9,209 – – – – – – 9,209
777,367 96,083 – – 8,698 – – 882,148
Executives
Felicia Gan Peiling [ 4] 115,030 10,200 – – 9,338 – – 134,568
Timothy ngui 76,393 6,008 – – 8,625 – – 91,026
Susan Yong 149,926 22,173 – – 7,395 – – 179,494
341,349 38,381 – – 25,358 – – 405,088
Total 1,118,716 134,464 – – 34,056 – – 1,287,236
----- End of picture text -----

1. Estina Ang Suan Hong and Surina Gan Meng Hui (resigned as an Executive 21 October 2013) are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan hong acts as the Chief Executive Officer; Surina Gan Meng hui retired as non executive director on 31 October 2014.

2. Por Khay Ti appointed as director and executive on 1 July 2014 and resigned 3 August 2015.

3. Share hartwig appointed as director on 2 December 2014.

4. Thongviboon retired on 31 October 2014.

5. Felicia Gan appointed as an Executive Director on 15 September 2015.

26 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

Remuneration of directors and senior management

==> picture [476 x 342] intentionally omitted <==

----- Start of picture text -----

Short term employment benefits Post- Other Share –based
employment long-term payment
Salary Non- benefits super- employee options
& fees Bonus monetary Other annuation benefits & rights Total
2014 US$ US$ US$ US$ US$ US$ US$ US$
Directors
Estina Ang Suan Hong [ 1] 478,853 72,876 – – 6,238 – – 557,967
Christopher Chong Meng Tak 45,611 – – – – – – 45,611
Ernest Seow Teng Peng [3] 21,034 – – – – – – 21,034
Yong Yin Min [ 4] 73,029 10,894 – – 2,494 – – 86,417
Surina Gan Meng Hui [ 1] 81,818 – – – 2,526 – – 84,344
Thongviboon 27,367 – – – – – – 27,367
727,712 83,770 – – 11,258 – – 822,740
Executives
Felicia Gan Peiling 97,514 130,979 – – 9,734 – – 238,227
Timothy ngui [ 2] 71,648 172,776 – – 9,349 – – 253,773
Susan Yong [ 6] 147,471 13,267 – – 7,823 – – 168,561
316,633 317,022 – – 26,906 – – 660,561
Total 1,044,345 400,792 – – 38,164 – – 1,483,301
----- End of picture text -----

1. Estina Ang Suan Hong and Surina Gan Meng Hui (resigned as an Executive 21 October 2013) are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan hong acts as the Chief Executive Officer; Surina Gan Meng hui was the Chief Operating Officer.

2. Timothy ngui appointed as Chief Information Officer on 1 February 2013. The remuneration disclosed is for the financial year.

3. Ernest Seow Teng Peng retired on 29 november 2013.

4. Yong Yin Min resigned on 8 May 2014.

5. Susan Yong appointed as Executive Vice President – Sales on 1 november 2013. The remuneration disclosed is for the financial year.

6. Felicia Gan appointed as director on 15 September 2015.

ANNUAL REPORT 2015 >> 27

Director’s Report

for the financial year ended 30 June 2015

The relative proportions of those elements of remuneration of key management personnel that are linked to performance:

	Remuneration linked
Fixed remuneration	to performance
Directors 2015 2014	2015 2014
Estina Ang Suan hong 86.3% 86.8%	13.7% 13.2%
Christopher Chong Meng Tak 100% 100%	– –
Surina Gan Meng hui 100% 100%	– –
Por Khay Ti 91.2% –	8.8% –
Shane hartwig 100% –	– –
Thongviboon 100% –	– –
Executives
Felicia Gan Peiling 91.9% 42.7%	8.1% 57.3%
Timothy ngui 92.7% 29.3%	7.3% 70.7%
Susan Yong 87.6% 92.1%	12.4% 7.9%

Bonuses payment as compensation for the current financial year

Cash Bonuses

Madam Estina Ang Suan hong was granted a cash bonus of US$73,910 during the financial year ended 30 June 2015. The cash bonus was given for her stewardship as Chief Executive Officer on the company’s overall performance.

Mr Por Khay Ti was granted a cash bonus of US$22,173 during the financial year ended 30 June 2015. The cash bonus was given for his contribution as Executive Director on the company’s overall performance.

Ms Felicia Gan Peiling was granted a cash bonus of US$10,200 during the financial year ended 30 June 2015. The cash bonus was given for her contribution as Senior Vice President, Business Development for on-going business development and management of legal matters.

Mr Timothy ngui was granted a cash bonus of US$6,008 during the financial year ended 30 June 2015. The cash bonus was given for his contribution as Chief Information Officer on the improvement to Workforce Efficiency, Cost Savings and Process Automation through application of Information Technology Systems and Group human resource Management.

Ms Susan Yong was granted a cash bonus of US$22,173 during the financial year ended 30 June 2015. The cash bonus was given for her contribution as Executive Vice President Operations for her achievements in operational efficiencies and overall cost reduction.

Loans to Key Management Personnel

The Group has not provided any loans to key management personnel.

Other transactions with Key Management Personnel in the Group

There have been no other transactions between the Group and key management personnel.

28 << GLG CORP LTD

Director’s Report

for the financial year ended 30 June 2015

Key Management Personnel equity holdings

Fully paid ordinary shares of GLG Corp Ltd

Fully paid ordinary shares of GLG Corp Ltd
			Balance at
Balance	Granted as	Net other	resignation	Balance
at 1 July	compensation	change	date	at 30 June
No.	No.	No.	No.	No.
2015
Estina Ang Suan hong 54,560,003	–	3	–	54,560,000
Christopher Chong Meng Tak 160,007	–	–	–	160,007
2014
Estina Ang Suan hong 54,560,003	–	–	–	54,560,003
Christopher Chong Meng Tak 160,007	–	–	–	160,007
Ernest Seow Teng Peng 99,999	–	–	–	99,999

Key terms of employment contract

A summary of the key term of employment are set out below:

Position Key term of service agreements

Chief Executive Officer

• Base salary: US$465,921 excluding superannuation. The contract entered for remuneration pay in Singapore Dollars.

• Term: 3 years

• Base remuneration: reviewed annually by the nomination and remuneration Committee.

• Bonus entitlements: Determined annually by the nomination and remuneration Committee.

• Termination notice period: 6 months’ notice or without notice in the event of serious misconduct.

• Termination payment: in lieu of notice

• restraint and confidentiality provisions.

Executive Director

• Base salary: US$230,654 excluding superannuation. The contract entered for the remuneration pay in Singapore Dollars.

• Term: 3 years

• Base remuneration: reviewed annually by the nomination and remuneration Committee.

• Bonus entitlements: Determined annually by the nomination and remuneration Committee.

• Termination notice period: 3 months’ notice or without notice in the event of serious misconduct.

• Termination payment: in lieu of notice

• restraint and confidentiality provisions.

ANNUAL REPORT 2015 >> 29

Director’s Report

for the financial year ended 30 June 2015

Senior Management

• Base salary: refer to remuneration of directors and senior management for individual’s salary

• Term: no fixed term

• Base remuneration: reviewed annually by the nomination and remuneration Committee.

• Bonus entitlements: Determined annually by the nomination and remuneration Committee.

• Termination notice period: one month’ notice or without notice in the event of serious misconduct.

• Termination payment: in lieu of notice

• restraint and confidentiality provisions.

This concludes the remuneration report, which has been audited.

The Directors’ report is signed in accordance with a resolution of the Directors made pursuant to s.298 (2) of the Corporations Act 2001.

On the behalf of the Director

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Estina Ang Suan Hong

CEO

Singapore, 30 September 2015

30 << GLG CORP LTD

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ANNUAL REPORT 2015 >> 31

34 77

32 << GLG CORP LTD

23 30

ANNUAL REPORT 2015 >> 33

Director’s Declaration

for the financial year ended 30 June 2015

The Directors declare that:

• (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

• (b) in the Directors’ opinion, the attached financial statements are in compliance with International Financial reporting Standards, as stated in note 2 to the financial statements;

• (c) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and

• (c) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.

On the behalf of the Director

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Estina Ang Suan Hong

CEO

Singapore, 30 September 2015

34 << GLG CORP LTD

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Index to the Financial Report

GLG COrP LTD AnnUAL rEPOrT 2015

Consolidated Statement of proft or loss		13. Other Assets	62
and other comprehensive income	36	14. Trade and other payables	62
Consolidated Statement of fnancial position	37	15. Borrowings	62
Consolidated Statement of		16. Issued capital	63
changes in equity	38	17. retained earnings	64
Consolidated Statement of cash flows	39	18. Earnings per share	64
note to the fnancial statements		19. Commitments for expenditure	65
1. General information	40	20. Contingent liabilities	65
2. Signifcant accounting policies	40	21. Leases	65
3. Critical accounting judgments and		22. Subsidiaries	66
key sources of estimation uncertainty	52	23. notes to the cash flow statement	67
4. Segment information	53	24. Financial instruments	68
5. revenue	53	25. Key management personnel
6. Finance costs	53	compensation	74
7. Proft for the year before income		26. related party transactions	75
tax expense	54	27. Economic dependency	76
8. Income taxes	55	28. remuneration of auditors	76
9. Trade and other receivables	57	29. Parent entity disclosures	76
10. Other fnancial assets	59	30. Subsequent events	77
11. Investments accounted for using		Additional Australian Securities
the equity method	60	Exchange information	78
12. Property plant and equipment	61

1. Property, plant and equipment

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Consolidated Statement of profit or loss and other comprehensive income

for the financial year ended 30 June 2015

Note Revenue 5 Cost of sales Gross proft Other revenue 5 Other income 5 Distribution expenses Administration expenses Finance costs 6 Other expenses Proft before income tax expense Income tax expense 8 Proft for the year Other comprehensive income Total comprehensive income for the year Earnings per share: Basic (cents per share) 18 Diluted (cents per share) 18	Consolidated 2015 2014 US$’000 US$’000
	180,126 225,893 (161,358) (206,416)
	18,768 19,477
	142 424 75 401 (1,045) (970) (11,169) (12,094) (392) (457) (2,514) (2,100)
	3,865 4,681 (717) (643)
	3,148 4,038 – – 3,148 4,038
	4.25 5.45 4.25 5.45

notes to the Financial Statements are included on pages 40 to 77

36 << GLG CORP LTD

Consolidated Statement of Financial Position

as at 30 June 2015

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Consolidated
2015 2014
Note US$’000 US$’000
Current assets
Cash and cash equivalents 23(a) 10,831 8,221
Trade and other receivables 9 85,408 78,476
Inventory 114 260
Other assets 13 180 170
Other financial assets 10 344 344
Total current assets 96,877 87,471
Non-current assets
Other financial assets 10 2,333 2,480
Investments accounted for using the equity method 11 – –
Property, plant and equipment 12 2,393 2,545
Total non-current assets 4,726 5,025
Total assets 101,603 92,496
Current liabilities
Trade and other payables 14 2,913 2,479
Borrowings 15 41,813 36,267
Current tax liabilities 8(b) 949 1,063
Total current liabilities 45,675 39,809
Non-current liabilities
Borrowings 15 64 141
Deferred tax liabilities 8(c) 257 87
Total non-current liabilities 321 228
Total liabilities 45,996 40,037
Net assets 55,607 52,459
Equity
Issued capital 16 10,322 10,322
retained earnings 17 45,285 42,137
Total equity 55,607 52,459
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notes to the Financial Statements are included on pages 40 to 77

ANNUAL REPORT 2015 >> 37

Consolidated Statement of Changes in Equity

for the financial year ended 30 June 2015

Note Consolidated Balance at 1 July 2013 Proft for the year Other comprehensive income for the year Total comprehensive income for the year Balance at 30 June 2014 Balance at 1 July 2014 Proft for the year Other comprehensive income for the year Total comprehensive income for the year Balance at 30 June 2015	Issued Retained Capital Profts Total US$’000 US$’000 US$’000
	10,322 38,099 48,421 – 4,038 4,038 – – –
	– 4,038 4,038
	10,322 42,137 52,459
	10,322 42,137 52,459 – 3,148 3,148 – – –
	– 3,148 3,148
	10,322 45,285 55,607

notes to the Financial Statements are included on pages 40 to 77

38 << GLG CORP LTD

Consolidated Statement of Cash Flows

for the financial year ended 30 June 2015

Note Cash fows from operating activities receipts from customers Payments to suppliers and employees Interest and other costs of fnance paid Income tax paid Net cash provided by/ (used in) operating activities 23(c) Cash fows from investing activities Proceeds from sales of property, plant and equipment Payment for property, plant and equipment Net cash used in investing activities Cash fows from fnancing activities (repayment of)/proceeds from borrowings Repayment from/(amounts advanced to) related parties (Amounts advanced to) /received from other parties Net cash (used in)/ provided by fnancing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the fnancial year Cash and cash equivalents at the end of the fnancial year 23(a)	Consolidated 2015 2014 US$’000 US$’000
	188,515 221,429 (175,419) (222,457) (206) (268) (662) (509)
	12,228 (1,805)
	13 38 (144) (788)
	(131) (750)
	5,470 (3,617) 169 (266) (15,126) 9,280
	(9,487) 5,397
	2,610 2,842 8,221 5,379 10,831 8,221

notes to the Financial Statements are included on pages 40 to 77

ANNUAL REPORT 2015 >> 39

Notes to the Financial Statements

for the financial year ended 30 June 2015

1. General information

GLG Corp Ltd (the Company) is a public company listed on the Australian Securities Exchange (ASX: GLE), incorporated in Australia and operating in Asia.

GLG Corp Ltd.’s registered office and principal place of business are as follows:

Registered office Principal place of business L40 100 Miller St 21 Jalan Mesin, North Sydney NSW 2060 Singapore 368819 Australia

The entity’s principal activities are the global supply of knitwear/apparel and supply chain management operations.

2. Significant accounting policies

Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law. The financial report comprises the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statement, the company is a for-profit entity.

Accounting Standards include Australian Accounting Standards. Compliance with the Australian Accounting Standards ensures that the financial statements and notes of the Group comply with International Financial reporting Standards (‘IFrS’).

The financial statements were authorised for issue by the Directors on 30 September 2015.

Basis of preparation

The financial report has been prepared on the basis of historical cost, except for financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in US dollars, unless otherwise noted.

Fair value is the price 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, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for sharebased payment transactions that are within the scope of AASB 2, leasing transactions that are within the scope of AASB 117, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 102 ‘Inventories’ or value in use in AASB 136 ‘Impairment of Assets’.

40 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

The Company is a company of the kind referred to in ASIC Class Order 98/100, dated 10 July 1998, and in accordance with that Class Order amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

Adoption of new and revised Accounting Standards

In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes set out below.

New and revised Standards and Interpretations effective for the current period that are relevant to the Company include:

• AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities (Amendments to AASB 132)

• AASB2013-3 Amendments to AASB 136 – recoverable Amount Disclosures for non-Financial Assets

• AASB 2013-4 Amendments to Australian Accounting Standards – novation of Derivatives and Continuation of Hedge Accounting

• AASB2014-1 Amendments to Australian Accounting Standards (Part A: Annual Improvements 20102012 and 2011-2013 Cycles)

• AASB 1031 Materiality, AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments (Part B: Materiality), AASB 2014-1 Amendments to Australian Accounting Standards (Part C: Materiality)

There are no new and revised Standards and Interpretations adopted in these financial statements affecting the reporting results or the financial position.

ANNUAL REPORT 2015 >> 41

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

Standards and Interpretations issued not yet effective

At the date of authorisation of the financial report, a number of Standards and Interpretations were in issue but not yet effective.

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----- Start of picture text -----

Effective for annual Expected to be
reporting periods initially applied in the
Standard/Interpretation beginning on or after financial year ending
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AASB 9 Financial Instruments (December 2009), AASB 2009-11	1 January 2018	30 June 2019
Amendments to Australian Accounting Standards arising from
AASB 9, AASB 2010-7 Amendments to Australian Accounting
Standards arising from AASB 9 (December 2010)
2014-5 Amendments to Australian Accounting Standards arising
from Annual Improvements 2009-2012 Cycle
AASB 2014-4 Amendments to Australian Accounting Standards	1 January 2016	30 June 2017
– Clarifcation of Acceptable Methods of Depreciation
and Amortisation
AASB 2014-9 Amendments to Australian Accounting Standards	1 January 2016	30 June 2017
– Equity Method in Separate Financial Statements
AASB 2015-1 Amendments to Australian Accounting Standards	1 January 2016	30 June 2017
– Annual improvements to Australian Accounting Standards
2012-2014 Cycle
AASB 2015-3 Amendments to Australian Accounting Standards	1 July 2015	30 June 2016
arising from the Withdrawal of AASB 1031 Materiality
AASB 15 ‘Revenue from Contracts with Customers’ and	1 January 2017	30 June 2018
AASB 2014-5 ‘Amendments to Australian Accounting Standards
arising from AASB 15’

(a) Basis of consolidation

The consolidated financial statements include the information and results of each subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. Control is achieved when the company:

• has power over the investee;

• is exposed, or has the rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

Total comprehensive income of subsidiaries is attributed to the owners of the Company.

In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the consolidated entity are eliminated in full.

A list of subsidiaries appears in note 23 to the financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.

42 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(b) Business combinations

The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

When a change in the Group ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.

(c) Foreign currency

The individual financial statements of each group entity are presented in its functional currency being the currency of the primary economic environment in which the entity operates. For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in United States dollars, which is the functional currency of GLG Corp Ltd and the presentation currency for the consolidated financial statements. All subsidiaries of GLG Corp Ltd have functional currency of United States dollars.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of each reporting period.

Exchange differences are recognised in profit or loss in the period in which they arise except that:

• (i) exchange differences which relate to assets under construction for future productive use, which are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings (refer note 2 (k));

• (ii) exchange differences on transactions entered into in order to hedge certain foreign currency risks; and

• (iii) exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.

ANNUAL REPORT 2015 >> 43

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(d) Goods and services tax

• revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

• (i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

• (ii) for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

(e) Revenue recognition

revenue is measured at the fair value of the consideration received or receivable. revenue is reduced for estimated customer returns, stock rotation, price protection, rebates and other similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when the goods are delivered to buyers’ forwarders which is taken to be the point in time when the buyers have accepted the goods and the related risks and rewards of ownership.

Rendering of services

Rendering of services is commission income recognised upon completion of services rendered to fabric suppliers and garments manufacturers.

Dividend and interest revenue

Dividend revenue is recognised on a receivable basis. Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

44 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(f) Income tax

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable profits will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. however, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/consolidated entity intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in Consolidated Statement of Comprehensive Income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where the current or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

ANNUAL REPORT 2015 >> 45

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(g) Cash and cash equivalents

Cash comprise cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition.

Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(h) Financial assets

Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Subsequent to initial recognition, investments in subsidiaries are measured at cost in the Company’s financial statements. Subsequent to initial recognition, investments in associates are accounted for under the equity method in the consolidated financial statements and the cost method in the Company’s financial statements.

Other financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-to-maturity’ investments, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period.

Interest income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’.

Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method less impairment.

Interest income is recognised by applying the effective interest rate.

46 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(h) Financial assets (cont’d)

Impairment of fnancial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted.

The carrying amount of financial assets including uncollectible trade receivables is reduced by the impairment loss through the use of an allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized through profit and loss.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

Derecognition of fnancial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial assets and also recognises collateralised borrowings for the proceeds received.

(i) Inventories

Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, valued on a first in first out basis. net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

(j) Property, plant and equipment

Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are carried in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Depreciation is provided on property, plant and equipment, including freehold buildings. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The following estimated useful lives are used in the calculation of depreciation

Leasehold improvements	5-10 years
Plant and equipment	5-10 years
Furniture, fttings and offce equipment	3-5 years
Motor vehicles	5-10 years

ANNUAL REPORT 2015 >> 47

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(k) Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

(l) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred

48 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(m) Leased assets

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Group as lessee

Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.

Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Lease incentives

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(n)

Employee benefits

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of short term employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to reporting date.

Defned contribution plans

Contributions to defined contribution superannuation plans are expensed when employees have rendered service entitling them to the contributions.

ANNUAL REPORT 2015 >> 49

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(o) Provisions

Provisions for warranty costs are recognised at the date of sale of the relevant products, at the Directors’ best estimate of the expenditure required to settle the consolidated entity’s liability.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.

Warranties

Provisions for warranty costs are recognised at the date of sale of the relevant products, at the Directors’ best estimate of the expenditure required to settle the consolidated entity’s liability.

(p) Financial instruments issued by the Company

Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Compound instruments

The component parts of compound instruments are classified separately as liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible debt. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or upon the instruments reaching maturity. The equity component initially brought to account is determined by deducting the amount of the liability component from the amount of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects and is not subsequently remeasured.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit consistent with the Statement of Financial Position classification of the related debt or equity instruments or component parts of compound instruments.

50 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(p) Financial instruments issued by the Company (cont’d)

Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities.

Financial liabilities at fair value through proft or loss

Financial liabilities are classified as at fair value through profit or loss where the financial liability is either held for trading or it is designated as at fair value through profit or loss.

A financial liability is held for trading if:

• it has been incurred principally for the purpose of repurchasing in the near future; or

• it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading is designated as at fair value through profit or loss upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or it forms part of a contract containing one or more embedded derivatives, and AASB 139 ‘Financial Instruments: recognition and Measurement’ permits the entire combined contract (asset or liability) to be designated as at fair value through profit or loss.

Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability. Fair value is determined in the manner described in note 25.

Other fnancial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

ANNUAL REPORT 2015 >> 51

Notes to the Financial Statements

for the financial year ended 30 June 2015

2. Significant accounting policies (cont’d)

(q) Derivative financial instruments

The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk, including foreign exchange forward contracts.

Further details of derivative financial instruments disclosed in note 25.

Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

Hedge accounting

The Group designates certain hedging instruments, which include derivatives in respect of foreign currency risk. hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.

note 25 sets out details of the fair values of the derivative instruments used for hedging purposes.

3. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates.

Receivables

Management refer to the current carrying value of the GLIT receivable (the Company’s primary sourcing partner), the recoverability of the carrying value of this receivable has been based on management’s judgment and based on various underlying assumptions and estimates.

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

Foreign Currency

The Group enters into certain transactions denominated in foreign currencies to manage the risk associated with anticipated garment export transactions. Further details of foreign currency transactions are disclosed in note 25 to the financial statements.

52 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

4. Segment information

GLG operates in the apparel industry and reports only one reportable segment under AASB 8 “Operating Segments”.

5. Revenue

Continuing operations Revenue from the sale of goods revenue from the rendering of services Other income Rental income Interest Income Wage Credit Scheme PIC cash payout Other Total other income	Consolidated 2015 2014 US$’000 US$’000
	180,126 225,893 142 424
	180,268 226,317
	9 13 12 246 33 29 – 58 21 55
	75 401
	180,343 226,718

6. Finance costs

Interest on loans Interest on obligations under fnance leases Bank charges Total interest expense Line of credit charges and interest	Consolidated 2015 2014 US$’000 US$’000
	11 11 7 2 179 182
	197 195 195 262
	392 457

ANNUAL REPORT 2015 >> 53

Notes to the Financial Statements

for the financial year ended 30 June 2015

7. Profit For The Year Before Income Tax Expense

(Profit)/loss for the year has been arrived at after (crediting)/charging the following gains and losses:

(Gain)/Loss on disposal of property, plant and equipment Allowance written back – doubtful debts recovered bad debts net foreign exchange losses/ (gain) Depreciation of non-current assets (Reversal) /Impairment on non-current assets Operating lease rental expenses: Minimum lease payments Employee beneft expense: Post-employment benefts: Defned contribution plans Other employee beneft Total employee beneft expenses Finance lease interest expenses	Consolidated 2015 2014 US$’000 US$’000
	(4) (20) (9) (46) (213) (43) 44 (31) 263 365 – (20) 1,794 1,250
	464 574 6,904 7,521
	7,368 8,095
	7 2

54 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

8. Income taxes

(a) Income tax recognised in profit or loss

Tax expense comprises: Current tax expense in respect of the current year Deferred tax expense in respect of the current year Adjustments recognised in the current year in relation to the current tax of prior years Total tax expense	Consolidated 2015 2014 US$’000 US$’000
	547 430 57 – 113 213
	717 643

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows:

Proft from operations Income tax expense calculated at 30% Effect of expenses that are not deductible/assessable in determining taxable proft Effect of income not taxable for tax purposes Effect of tax losses not recognised Effects of tax concessions(i) Effects of different tax rates of subsidiaries operating in other jurisdiction Utilisation of tax losses of a related company Other Adjustments recognised in the current year in relation to the current tax of prior years Income tax expense recognised in proft	3,865 4,681 1,160 1,404 192 232 (5) (125) – 32 – (555) (609) (540) (115) –
	623 448 (19) (18)
	604 430 113 213
	717 643

(i) One of the subsidiary companies, Ghim Li Global Pte Ltd was awarded the Global Trader Program status for a period of 5 years from 1 January 2003. The Global Trader Program status was subsequently renewed and extended for another 5 years with effect from 1 July 2012. Subject to the terms and conditions prescribed by the Income Tax Act of Singapore and the Global Trader Program, income derived from qualifying trading transactions is taxed at the concessionary rate of 10%. however, the Global Trader Program status had withdrawn with effective from 1 July 2013.

The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period. however, for the purposes of tax reconciliation, certain subsidiaries were operating in Singapore and Hong Kong, in which these entities are taxed at the respective local tax rates.

ANNUAL REPORT 2015 >> 55

Notes to the Financial Statements

for the financial year ended 30 June 2015

8. Income taxes (cont’d)

(b) current tax liabilities

Current tax liabilities Income tax payable attributable to entities in the consolidated group	Consolidated 2015 2014 US$’000 US$’000
	949 1,063
	949 1,063

(c) Deferred tax balances

Deferred tax liability arise from the following:

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Consolidated
Opening Charged Charged Acquisitions Exchange Changes Closing
balance to income to Equity /disposals differences in tax rate balance
2015 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Temporary differences
Property, plant and equipment 87 170 – – – – 257
87 170 – – – – 257
Unused tax losses and other credits:
–
Nil – – – – – –
– – – – – – –
87 170 – – – – 257
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Presented in the statement of financial position as follows:

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----- Start of picture text -----

Deferred tax liability 257
Consolidated
Opening Charged Charged Acquisitions Exchange Changes Closing
balance to income to Equity /disposals differences in tax rate balance
2014 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Temporary differences
Property, plant and equipment 87 – – – – – 87
87 – – – – – 87
Unused tax losses and other credits:
–
Nil – – – – – –
– – – – – – –
87 – – – – – 87
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Presented in the statement of financial position as follows:

Deferred tax liability

87

56 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

8. Income taxes (cont’d)

Unrecognised deferred tax assets	Consolidated 2015 2014 US$’000 US$’000
The following deferred tax assets have not been brought to account as assets: Tax losses – revenue – 32 Temporary differences – – – 32 Unrecognised taxable temporary differences associated with investments and interests Consolidated 2015 2014 US$’000 US$’000	– 32 – –
	– 32
Taxable temporary differences in relation to investments in subsidiaries, branches and associates and interest in joint ventures for which deferred tax liabilities have not been recognised are attributable to the following: Subsidiaries	– –
	– –

The Group has no current intention to dispose of these investments; a deferred tax liability has not been recognised in relation to investments within the tax-consolidated group.

9. Trade and other receivables

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Consolidated
2015 2014
US$’000 US$’000
Trade receivables
Third parties 20,707 29,168
Other party- GLIT group 53,267 37,814
Related Parties 8,096 8,263
Other receivables 984 654
Other receivables – GLIT Group 5,000 5,000
Allowance for doubtful debts (2,351) (2,360)
85,703 78,539
Less:
Payable to Related Parties – (86)
–
Payable to other party – GLIT group (328)
85,375 78,453
Goods and services tax recoverable 33 23
85,408 78,476
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ANNUAL REPORT 2015 >> 57

Notes to the Financial Statements

for the financial year ended 30 June 2015

9. Trade and other receivables (cont’d)

The average credit period on sales of goods and rendering of services is 60 days. no interest is charged on the trade receivables outstanding balance.

Before accepting any new customers, the Group will assess the potential customer’s credit quality and defines credit limits by customers. Limits attributed to customers are reviewed twice a year. More than 80% of the trade receivables that are neither past due nor impaired have the best credit control attributable under management review. Of the trade receivables balance at the end of the year, US$3,577 thousand (2014: US$4,843 thousand) is due from Macy’s the Group’s largest customer.

Age of receivables past due, but not impaired 60 – 90 days 90 – 120 days More than 120 days Total Movement in the allowance for doubtful debts Balance at the beginning of the year Credit to proft or loss Allowance written off during the year Balance at the end of the year*	Consolidated 2015 2014 US$’000 US$’000
	327 1 – 4 – 42
	327 47
	2,360 2,613 (9) (46) – (207)
	2,351 2,360

• Includes the provision for doubtful debts for trade receivables and other financial assets.

In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

58 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

10. Other financial assets

Other financial assets
Loans carried at amortised cost: Current Loans and receivables – related parties(i)(a) Provision for non-repayment Total current other fnancial assets Non-current Loans and receivables – related parties(i)(b)(c) Total non-current other fnancial assets	Consolidated 2015 2014 US$’000 US$’000
	368 368 (24) (24)
	344 344
	2,333 2,480
	2,333 2,480

• (i) The loan owed by related party and parent company consists of:

• (a) The current non trade receivable owed by third party has a provision for non-recovery in FY2015 of US$24 thousand (FY2014: US$24 thousand).

• (b) US$1,871 thousand of rental deposit paid for the 10 years lease rental from Ghim Li Group Pte Ltd (2014: US$1,871 thousand).

• (c) US$462 thousand of terms loan repayable over 10 years at fixed interest rate of 2% p.a. commencing January 2014 (2014: US$609 thousand).

ANNUAL REPORT 2015 >> 59

Notes to the Financial Statements

for the financial year ended 30 June 2015

11. Investments accounted for using the equity method

			Ownership	interest
	Country of		2015	2014
Name of entity	incorporation	Principal activity	%	%
Jointly controlled entities
JES Apparel LLC	USA	Importer of knitwear products	51	51

Summarised financial information in respect of the Group’s jointly controlled entity is set out below:

Financial position: Current assets Current liabilities net assets Group’s share of jointly controlled entity’s net assets Financial performance: Income Expenses Total loss for investment in joint venture Group’s share of jointly controlled entity’s losses	Consolidated 2015 2014 US$’000 US$’000
	393 393 (1,879) (1,879)
	(1,486) (1,486)
	(757) (757)
	– – – –
	– –
	– –

The entity ceased business since 2012 and consolidated entity’s share of losses for 2015 and 2014 was nil. The entity’s cumulative unrecognised share of retained losses is US$694 thousand (2014: US$694 thousand).

60 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

12. Property, plant and equipment

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Consolidated
Leasehold Plant & Furniture Motor
improvement Machinery Fittings and office Vehicles
at cost at cost equipment at cost at cost Total
US$’000 US$’000 US$’000 US$’000 US$’000
Gross carrying amount
Balance at 1 July 2013 526 6 3,368 696 4,596
Additions 31 – 748 – 779
Transfer 8 – – – 8
Disposals (10) – (23) (167) (200)
Balance at 1 July 2014 555 6 4,093 529 5,183
Additions 49 – 95 – 144
Disposals (150) – (162) (28) (340)
Balance at 30 June 2015 454 6 4,026 501 4,987
Accumulated depreciation
Balance at 1 July 2013 38 6 1,828 491 2,363
Disposals (5) – (12) (167) (184)
Depreciation expense 98 – 165 101 364
Transfer 1 – – – 1
Balance at 1 July 2014 132 6 1,981 425 2,544
Disposals (79) – (110) (28) (217)
Depreciation expense 53 – 144 70 267
Balance at 30 June 2015 106 6 2,015 467 2,594
Impairment
Balance at 1 July 2014 57 – 37 – 94
(Disposals)/additions (57) – (37) – (94)
Balance at 30 June 2015 – – – – –
Net book value
As at 30 June 2014 366 – 2,075 104 2,545
As at 30 June 2015 348 – 2,011 34 2,393
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There was no depreciation during the year that was capitalised as part of the cost of other assets.

ANNUAL REPORT 2015 >> 61

Notes to the Financial Statements

for the financial year ended 30 June 2015

13. Other assets

	Consolidated	Consolidated
	2015	2014
	US$’000	US$’000
Current
Prepayments	180	170

14. Trade and other payables

Trade and other payables
Trade payables (i) Other payables Accruals	Consolidated 2015 2014 US$’000 US$’000
	281 520 537 176 2,095 1,783
	2,913 2,479

• (i) The average credit period on purchases of certain goods is 4 months. no interest is charged on the outstanding balance of trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the credit time frame.

15. Borrowings

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Consolidated
2015 2014
US$’000 US$’000
Secured – at amortised cost
Current
Trust receipts (Gross) (i) (ii) 36,307 36,180
–
Bills payable (Gross) 3,434
Finance lease liabilities (note 22) 72 87
–
Bank loan 2,000
Total current borrowings 41,813 36,267
Non-current
Finance lease liabilities (note 22) 64 141
Total non-current borrowings 64 141
Disclosed in the financial statements as:
Current borrowings 41,813 36,267
non-current borrowings 64 141
41,877 36,408
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62 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

15. Borrowings (cont’d)

Summary of borrowing arrangements:

• (i) Secured by corporate guarantee from Ghim Li Group Pte Ltd and negative pledge over all assets of Ghim Li Global Pte Ltd.

• (ii) Banking relationship: the Group is dependent on bank facilities to support the working capital requirement of its operations. Presently, the bank facilities provided to the Group are uncommitted short term trade financing facilities which are reviewable annually by the banks.

• At 30 June 2015 GLG Corp Ltd had financing facilities available of US$119,432 thousand (US$54,696 thousand was used and US$64,736 thousand was unused). This is compared with US$112,268 thousand at 30 June 2014 (US$59,114 thousand was used and US$53,154 thousand was unused). Used financing facilities comprises of Trust receipts and Bank Loans, which at 30 June 2015 was US$36,307 thousand (2014 US$36,180 thousand) and guarantees arising form letters of credit in force, which was US$13,827 thousand at 30 June 2015 (2014 US$22,934 thousand). GLG believe it continues to have the strong support from main bankers for its working capital and capital expenditure requirements.

The weighted average effective interest rates for bank overdrafts, bills payable and trust receipts at the balance sheet date were as follows:

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2015 2014
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	2015	2014
Bank overdrafts	US prime rate	US prime rate
Bank loans	2.05% p.a.	5.00% p.a.
Trust receipts / Bills payable	1.50% - 1.89%	0.92% - 1.62%
Finance lease liabilities	3.87% p.a.	3.94% p.a.

16. Issued capital

Issued capital	Issued capital
Consolidated
2015	2014
US$’000	US$’000
74,100,000 (2014: 74,100,000) fully paid ordinary shares 10,322	10,322

Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.

Fully paid ordinary shares Balance at beginning of fnancial year Balance at end of fnancial year	Consolidated
	No. 2015 No. 2014 ’000 US$’000 ’000 US$’000
	74,100 10,322 74,100 10,322
	74,100 10,322 74,100 10,322

ANNUAL REPORT 2015 >> 63

Notes to the Financial Statements

for the financial year ended 30 June 2015

17. Retained earnings

Balance at beginning of fnancial year net proft attributable to members of the parent entity Balance at end of fnancial year 18. Earnings per share Basic earnings per share: Total basic earnings per share Diluted earnings per share: Total diluted earnings per share		Consolidated 2015 2014 US$’000 US$’000
		42,137 38,099 3,148 4,038
		45,285 42,137
		Consolidated 2015 2014 Cents per Cents per share share
		4.25 5.45
		4.25 5.45

Basic earnings per share

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

	Consolidated 2015 2014 US$’000 US$’000
net proft Earnings used in the calculation of basic EPS	3,148 4,038
	3,148 4,038
	Consolidated 2015 2014 No. ’000 No. ’000
Weighted average number of ordinary shares used in the calculation of basic EPS Weighted average number of ordinary shares used in the calculation of diluted EPS	74,100 74,100
	74,100 74,100

64 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

19. Commitments for expenditure

Lease commitments

Finance lease liabilities and non-cancelable operating lease commitments are disclosed in Note 21 to the financial statements.

20. Contingent liabilities

Contingent liabilities
Guarantees in lieu of commercial and statutory cash deposits(i) Guarantees arising from Letters of Credit in force(ii) Total	Consolidated 2015 2014 US$’000 US$’000
	– 803 13,827 22,934
	13,827 23,737

(i) The amount disclosed represents the contingent liabilities for the premises rental. The extent to which an outflow of funds will be required is dependent on the future operations of the Group being more or less favourable than currently expected.

• (ii) A number of contingent liabilities have arisen as a result of the Group’s letter of credit issued by banks for purchase of goods.

21. Leases

Finance lease liabilities

Leasing arrangement

The Group leases motor vehicles and office equipment under finance leases expiring from one to five years. All the leases involve lease payments of a fixed base amount. no contingent rentals were paid during the year (2014: nil)

	Minimum future lease payments Consolidated	Present value of minimum lease payments Consolidated
	2015 2014 US$’000 US$’000	2015 2014 US$’000 US$’000
no later than 1 year ater than 1 year and not later than 5 years ater than 5 years Minimum future lease payments ess future fnance charges Present value of minimum lease payments* ncluded in the fnancial statements as (note 15) Current borrowings non-current borrowings	74 88 68 153 – –	72 87 64 141 – –
	142 241 (6) (14)	136 228 – –
	136 228	136 228
		72 87 64 141
		136 228

• Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual.

ANNUAL REPORT 2015 >> 65

Notes to the Financial Statements

for the financial year ended 30 June 2015

21. Leases (cont’d)

Operating leases

Leasing arrangement

The Group leases property under operating leases expiring from one to five years. Leases generally provide the Group with a right of renewal, at which time all terms are renegotiated. Operating leases for rental of office will increase every 3 years at the rate of 9%. no contingent rentals were paid during the year (2014: nil). note 7 shows the expense recognised in the income statement in respect of operating leases. renewals are at the option of the specific entity that holds the lease.

Non-cancellable operating lease payments

Non-cancellable operating lease payments
not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years	Consolidated 2015 2014 US$’000 US$’000
	1,513 1,527 4,466 4,881 3,402 4,763
	9,381 11,171

22. Subsidiaries

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Ownership interest
2015 2014
Name of subsidiary Country of incorporation % %
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Ghim Li Global Pte Ltd	Singapore	100	100
Ghim Li Global International Ltd	Hong Kong	100	100
Escala Fashion Pte. Ltd.	Singapore	100	100
Ghim Li International (S) Pte Ltd	Singapore	100	100
Escala (USA) Inc	USA	100	100
Ghim Li Global International (GuangZhou) Ltd	China	100	100

66 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

23. Notes to the cash flow statement

(a) Reconciliation of cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

Cash and cash equivalents Financing facilities Unsecured bank overdraft facility, reviewed annually and payable at call: • amount used • amount unused Secured bank loan facilities with various maturity dates and which may be extended by mutual agreement: • amount used • amount unused	Consolidated 2015 2014 US$’000 US$’000
	10,831 8,221
	10,831 8,221
	– – – 150
	– 150
	54,696 59,114 64,736 53,154
	119,432 112,268

(b) Financing facilities

(c) Reconciliation of profit for the year to net cash flows from operating activities

	Consolidated 2015 2014 US$’000 US$’000
Proft for the year Gain/ Loss) on sale or disposal of non-current assets (Reversal)/Impairment expense Depreciation and amortisation of non-current assets Interest Income (Decrease) / Increase in income tax Changes in net assets and liabilities: (Increase)/decrease in assets: Inventories Trade and other receivables Other assets Increase/(decrease) in liabilities: Trade and other payables Net cash provided by/ (used in) operating activities	3,148 4,038 20 (20) – (20) 263 365 (11) (246) 55 134 146 (15) 8,183 (5,012) (10) 115 434 (1,144)
	12,228 (1,805)

ANNUAL REPORT 2015 >> 67

Notes to the Financial Statements

for the financial year ended 30 June 2015

24. Financial instruments

(a) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 2014.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 15 and equity attributable to equity holders of the parent, comprising issued capital and retained earnings as disclosed in notes 16 and 17 respectively.

Operating cash flows are used to maintain and expand the group’s assets, as well as to make the routine outflows of tax and repayment of maturing debt. The Group’s policy is to borrow centrally, using a variety of capital market issues and borrowing facilities, to meet anticipated funding requirements.

Gearing ratio

An integral function of the Group’s Board is risk management. The Board reviews the capital structure on a semi-annual basis.

The gearing ratio at year end was as follows:

Debt(i) Cash and cash equivalents Net Debt Equity(ii) net debt to equity ratio	Consolidated 2015 2014 US$’000 US$’000
	41,877 36,408 (10,831) (8,221)
	31,046 28,187 55,607 52,459 55.83% 53.73%

(i) Debt is defined as long-term and short-term borrowings, as detailed in note 15.

(ii) Equity includes all capital and retained earnings.

(b) Categories of financial instruments

Categories of fnancial instruments
	Consolidated
	2015	2014
	US$’000	US$’000
Financial assets
Loans and receivables	88,052	81,277
Cash and cash equivalents	10,831	8,221
Financial liabilities
Amortised cost	44,790	38,887

68 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

24. Financial instruments (cont’d)

(c) Financial risk management objectives

The Group co-ordinates access to domestic and international financial markets, and manages the financial risks relating to the operations of the consolidated entity.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The use of financial derivatives is governed by the consolidated entity’s policies approved by the board of directors, which provide written principles on the use of financial derivatives.

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group minimises its financial risk of changes in foreign currency exchange rate through the natural hedge of matching its revenues and purchases in US dollars and matching of its assets and liabilities in US dollars.

(d) Foreign currency risk management

The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:

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Liabilities Assets
2015 2014 2015 2014
US$’000 US$’000 US$’000 US$’000
Singapore dollars 921 1,474 645 659
Hong Kong dollars 1 58 83 109
China Yuan 570 145 106 109
Other 131 155 116 63
1,623 1,832 950 940
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ANNUAL REPORT 2015 >> 69

Notes to the Financial Statements

for the financial year ended 30 June 2015

24. Financial instruments (cont’d)

(e) Foreign currency sensitivity analysis

The Group is mainly exposed to movements in the value of Singapore dollars and hong Kong dollars compared to the US dollar.

The following table details the Group’s sensitivity to a 10% increase and decrease in the United States dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates an increase in profit or loss where the United States dollars strengthens against the respective currency. For a weakening of the United States dollars against the respective currency there would be an equal and opposite impact on the profit, and the balances below would be negative.

Proft or loss	Singapore Dollars Hong Kong Dollars Other Foreign Currecy Impact Impact Impact
	Consolidated Consolidated Consolidated 2015 2014 2015 2014 2015 2014 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
	(55) (163) 16 10 (96) (26)

(f) Interest rate risk management

The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings. hedging activities are evaluated regularly to align with interest rate views and define risk appetite; ensuring optimal hedging strategies are applied, by either positioning the balance sheet or protecting interest expense through different interest rate cycles.

The Group’s exposure to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible change in interest rates.

At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s:

net profit would increase by $4 thousand and decrease by $4 thousand (2014: increase by $4 thousand and decrease by $4 thousand). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

70 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

24. Financial instruments (cont’d)

(g) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the Senior Management annually. The Group measures credit risk on a fair value basis.

Trade accounts receivable consist of a number of retail customers located in the United States of America. Ongoing credit evaluation is performed on the financial condition of accounts and, where appropriate, trading within the credit limits or discounting of receivables on non-recourse basis with credit acceptance or insurance in place.

The consolidated entity does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics except to the GLIT receivable as disclosed in note 9. This is supported by the guarantees in note 9. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the consolidated entity’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

The Company also faces risks of orders cancellation. This is related to fabric, accessories and manufacturing cost incurred on orders cancelled prior to shipment. The company is now exploring credit insurance to cover this risk as well.

(h) Liquidity risk management

The consolidated entity manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note 24(b) is a listing of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk.

ANNUAL REPORT 2015 >> 71

Notes to the Financial Statements

for the financial year ended 30 June 2015

24. Financial instruments (cont’d)

(h) Liquidity risk management (cont’d)

Liquidity and interest risk tables

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities and expected maturity for its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial assets and liabilities based on the earliest date on which the Group can be required to receive/pay. The table includes both interest and principal cash flows.

Consolidated

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Weighted
average effective Less than 1-3 3 months
interest rate 1 month months to 1 years 1-5 years 5+ years
% $’000 $’000 $’000 $’000 $’000
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	%	$’000	$’000	$’000	$’000	$’000
2015
Financial Assets
Interest bearing	2.00%	–	–	–	–	462
non-interest bearing	–	–	85,081	671	–	1,871
Financial Liabilities
Non-interest bearing	–	2,913	–	–	–	–
Variable interest rate instruments	1.89%	39,741	–	–	–	–
Fixed interest rate	2.05%	2,000
Finance lease liability	3.94%	7	14	66	49	–
2014
Financial Assets
Interest bearing	2.00%	–	–	–	–	609
non-interest bearing	–	–	78,430	390	–	1,871
Financial Liabilities
non-interest bearing	–	2,479	–	–	–	–
Variable interest rate instruments	1.89%	36,180	–	–	–	–
Finance lease liability	3.87%	7	14	66	141	–

The variable interest rates were as follows:

The variable interest rates were as follows:
	2015	2014
Other receivables	SIBOr + 1%	SIBOr + 1%
Bank loans	2.05% p.a.	5.00% p.a.
Finance lease liabilities	3.87% p.a	3.94% p.a
Trust receipts	1.50%-1.89%	1.21%-1.89%

72 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

24. Financial instruments (cont’d)

(i) Fair value of financial instruments

The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values.

The fair values of financial assets and financial liabilities are determined as follows:

The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.

(j) Forward foreign exchange contracts

The following table details the forward foreign currency contracts outstanding at the end of the reporting period:

Exchange Rate 2015 CTBC Less than 3 months 12,385 Less than 3 months 12,445 3 to 6 months – 6 to 9 months 13,000 6 to 9 months 13,100 CTBC Less than 3 months 3.240 Exchange Rate 2014 ANZ Less than 3 months – 3 to 6 months 11,710 HSBC Less than 3 months 11,765 3 to 6 months 11,765 6 to 9 months 12,120 6 to 9 months 12,040	Foreign Notional Fair Currency Currency Value IDR’000 US$’000 $’000
	12,385 1,000 (74) 12,445 1,000 (76) – – – 13,000 1,000 (74) 13,100 1,000 (78) Foreign Notional Fair Currency Currency Value MYR’000 US$’000 $’000
	1,620 500 (71) Foreign Notional Fair Currency Currency Value IDR’000 US$’000 $’000
	– – – 58,550 5,000 135 23,530 2,000 (24) 11,765 1,000 (25) 24,240 2,000 (19) 24,080 2,000 (44)

Fair value measurement is Level Two within the fair value hierarchy.

ANNUAL REPORT 2015 >> 73

Notes to the Financial Statements

for the financial year ended 30 June 2015

25. Key management personnel compensation

The aggregate compensation made to directors and other members of the key management personnel of the Company and the Group is set out below:

Company and the Group is set out below:
	Consolidated
	2015	2014
	US$’000	US$’000
Short-term employee benefts	1,253,180	1,445,137
Post-employment benefts	34,056	38,164
	1,287,236	1,483,301

The compensation of each member of the key management personnel of the Group is set out in the director’s report:

(a) Key management personnel compensation policy

In relation to senior management the Nomination and Remuneration committee reviews remuneration policies and practices and makes recommendations to the Board regarding their approval. In relation to the Executive Chairman, Chief Executive Officer and the Chief Financial Officer, the nomination and remuneration committee determines and makes recommendations to the Board on remuneration packages and other terms of employment having regard to the need to attract, retain and develop appropriately skilled people. remuneration of the senior management team is reviewed on an annual basis having regard to personal and corporate performance and relevant comparative information.

The remuneration of non-executive directors may not exceed in aggregate in any financial period the amount fixed by the Company at the general meeting. Each executive director of the Company has entered into a service agreement with Ghim Li Global Pte Ltd. They are not remunerated separately for being a Director or executive of the Company or other operating entities. Each executive director receives a salary per annum. They may also be entitled to an annual bonus determined by the nomination and remuneration committee, in its absolute discretion. Each key management personnel also receives a salary per annum and may also be entitled to an annual bonus determined by the Chief Executive Officer or the Chairman, reviewed by the nomination and remuneration Committee, and approved by the Board at the Board’s absolute discretion.

Details of key management personnel

The Directors of GLG Corp Ltd during the year were:

• Estina Ang Suan hong (Executive Chairman and Chief Executive Officer)

• Surina Gan Meng hui (Director) retired 31 October 2014

• Christopher Chong Meng Tak (Independent Director)

• Thongviboon (Independent Director) retired 31 October 2014

• Por Khay Ti (Director) appointed 1 July 2014 and resigned 3 August 2015

• Shane hartwig (Independent Director) appointed 2 December 2014

Other key management personnel of GLG Corp Ltd during the year were:

• Felicia Gan Peiling (Senior Vice President – Retail )

• Timothy ngui (Chief Information Officer)

• Susan Yong (Executive Vice President – Sales)

No director or senior management person appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.

74 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

26. Related party transactions

(a) Equity interests in subsidiaries

Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 22 to the financial statements

(b) Transactions with key management personnel

(i) Key management personnel remuneration

Details of key management personnel remuneration are disclosed in note 25 to the financial statements.

Key management personnel equity holdings

Fully paid ordinary shares of GLG Corp Ltd

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Balancet=
Balance Granted as Net other at resignation Balance
at 1 July compensation change date at cost as 30 June
No. No. No. No. No.
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	No.	No.	No.	No.	No.
2015
Estina Ang Suan hong	54,560,003	–	3	–	54,560,000
Christopher Chong Meng Tak	160,007	–	–	–	160,007
2014
Estina Ang Suan hong	54,560,003	–	–	–	54,560,003
Christopher Chong Meng Tak	160,007	–	–	–	160,007
Ernest Seow Teng Peng	99,999	–	–	–	99,999

(c) Transactions with other related parties

During the year, group entities entered into the following transactions with related parties that are not members of the group:

• the parent entity, Ghim Li Group Pte Ltd US$1,283,142

• Kai Li Textile Sdn Bhd US$300,875

no amounts were provided for doubtful debts relating to debts due from related parties at reporting date.

Amounts receivable from and payable to these related parties are disclosed in note 9 to the financial statements.

(d) Parent entities

GLG Corp Ltd’s parent entity is Ghim Li Group Pte Ltd. Ghim Li Group Pte Ltd is incorporated in Singapore.

The parent company Ghim Li Group Pte Ltd has entered into a letter of undertaking dated 27 June 2013 to guarantee the repayment of GLIT and other receivables up to a cap of US$25 million.

ANNUAL REPORT 2015 >> 75

Notes to the Financial Statements

for the financial year ended 30 June 2015

27. Economic dependency

The consolidated entity is sourcing its apparel manufacturing requirements significantly from the GLIT entities. In return, the consolidated entity has an obligation to fulfil 80% of the production capacity of GLIT entities.

28. Remuneration of auditors

Auditor of the parent entity Audit or review of the fnancial report(i) Tax services Related Practice of the parent entity auditor Audit or review of the subsidiaries Tax services	Consolidated 2015 2014 US$’000 US$’000
	69,338 72,932 5,163 13,314
	74,501 86,246
	257,890 258,822 30,562 21,406
	288,452 280,228

The auditor of GLG Corp Ltd is Deloitte Touche Tohmatsu.

The related practices are Deloitte & Touche Singapore and Deloitte & Touche hong Kong.

(i) Includes audit services provided for reporting to the parent entity relating to prior years but provided in the current year

29. Parent entity disclosures

Financial position

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2015 2014
US$’000 US$’000
Assets
Current assets 927 939
Non-current assets 30,000 30,000
Total assets 30,927 30,939
Liabilities
Current liabilities 2,986 2,819
non-current liabilities 141 112
Total liabilities 3,127 2,931
Equity
Issued capital 53,552 53,552
Accumulated Losses (25,752) (25,544)
Total equity 27,800 28,008
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76 << GLG CORP LTD

Notes to the Financial Statements

for the financial year ended 30 June 2015

29. Parent entity disclosures (cont’d)

Financial performance

Financial performance
Loss for the year Other comprehensive income Total comprehensive income	2015 2014 US$’000 US$’000
	(208) (256) – –
	(208) (256)

30. Subsequent events

There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of the consolidated entity in future financial year.

ANNUAL REPORT 2015 >> 77

Additional Australian Securities Exchange Information

as at 18 september 2015

Number of holders of equity securities

74,100,000 fully paid ordinary shares are held by 397 individual shareholders.

All issued ordinary shares carry one vote per share.

Distribution of holders of equity securities

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Range Securities % No of Holders %
100,001 and Over 71,683,847 96.74 21 5.30
10,001 to 100,000 1,527,778 2.06 35 8.84
5,001 to 10,000 204,868 0.28 22 5.56
1,001 to 5,000 678,800 0.92 308 77.58
1 to 1,000 4,707 0.01 10 2.53
Total 74,100,000 100.00 397 100.00
Unmarketable Parcels 8,207 0.01 13 3.28
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Substantial shareholders

The names of the substantial shareholders listed in the GLG Corp Ltd register as at 18 August 2015 were:

Ordinary shareholders Estina Suan hong Ang Mr Yoke Min Pang	Fully paid ordinary shares Number Percentage
	54,560,000 73.63% 8,304,751 11.21%
	62,864,751 84.84%

78 << GLG CORP LTD

Additional Australian Securities Exchange Information

as at 18 september 2015

Twenty largest holders of quoted equity securities

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Rank Name No. of shares Percentage
1 Ghim Li Group Pte Ltd 54,560,000 73.63%
2 Mr Yoke Min Pang 5,504,751 7.43%
3 hSBC Custody nominees (Australia) Limited 3,310,419 4.47%
4 Mr Choon Ming ngui 1,798,000 2.43%
5 Mr Ah Yian Au 1,322,957 1.79%
6 UOB Kay hian Private Limited 1,133,600 1.53%
7 Mr Yu Bai 1,072,543 1.45%
8 Gowing Bros Limited 830,903 1.12%
9 Mr Gerald Pauley & Mr Michael Pauley 741,663 1.00%
10 Dixson Trust Pty Limited 330,000 0.45%
11 Markess Trustee Limited 250,000 0.34%
12 Kam hing Piece Works Ltd 206,010 0.28%
13 Ang Leong Aik 200,000 0.27%
14 Chean Moy Seng 150,000 0.20%
15 Mr Makram Janna & Mrs rita hanna 147,000 0.20%
16 Eu Mun Leong 116,000 0.16%
17 Mr Christopher Chong & Mrs heather Chong 110,001 0.15%
18 Lim Chai har 100,000 0.13%
19 Seow Teng Peng 100,000 0.13%
20 Paromay Ltd 99,999 0.13%
Top 20 71,683,847 96.74%
Balance Of Register 2,416,153 3.26%
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ANNUAL REPORT 2015 >> 79

Singapore Head Office

Ghim Li Global Pte Ltd 21 Jalan Mesin Singapore 368819

Australia Head Office

GLG Corp Ltd (registered Office) Level 40, northpoint 100 Miller St North Sydney NSW 2060 Australia Website: http://www.glgcorpltd.com ASX Stock Code: GLE

Company secretary

Ms Joanne Bourke

Registered office

L40 100 Miller St North Sydney NSW 2060 Australia

Principal administration office

21 Jalan Mesin Singapore 368819

Share registry

Link Market Services Limited Level 1, 333 Collins Street Melbourne VIC 3000 Australia

Auditor of the Company

Deloitte Touche Tohmatsu Level 8, 22 Elizabeth Street hobart TAS 7000 Australia

Cautionary Statement

Some statements contained in this annual report are not of historical facts but are statements of future expectation with respect to financial conditions, results of operations and business, and related plans and objectives. Such forward-looking statements are based on GLG Corp Ltd’s current views and assumptions including but not limited to, prevailing economic and market conditions and currently available information. These statements involve known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements. It should be noted that the actual performance or achievements of GLG Corp Ltd may vary significantly from such statements.

Ghim Li’s strength in Product Development & Design has always provided a distinct edge in business.

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Ghim Li forges strong bonds and partnerships with buyers while collaborating with them through the full product development process that extends to encompass.

www.glgcorpltd.com

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AuStrAliA HeAd Office GLG Corp Ltd (Registered Office) Level 40, Northpoint 100 Miller St North Sydney NSW 2060, Australia

SingAPOre HeAd Office

Ghim Li Global Pte Ltd, 21 Jalan Mesin, Singapore 368819 http://www.glgcorpltd.com

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