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GLG CORP LTD Annual Report 2021

Oct 20, 2021

64991_rns_2021-10-20_4dd0dc79-bd81-4f30-a360-73bd40d52ac7.pdf

Annual Report

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SUSTAINABILITY & SOLIDARITY A GLOBAL TEXTILE & APPAREL SUPPLY CHAIN ENTERPRISE

Annual Report FY2021

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OUR SUPPLY CHAIN NETWORK Ghim Li’s 5 COUNTRIES 64.8 MILLION NETWORK PIECES SHIPPED

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MAXIM MALAYSIA
KOREA
(Vertical Fabric Mill) MALAYSIA (Seoul Office)
(Johor Bahru)
CAMBODIA
(Phnom Phenh)
CAMBODIA
(Phnom Phenh Branch)
VIETNAM (HCM)
INDONESIA
(Batam Island) SINGAPORE HUB
(Since 1977)
COMPANY SECRETARY REGISTERED OFFICE PRINCIPAL ADMINISTRATION OFFICE SHARE REGISTRY
Suite 4201 21 Jalan Mesin
Level 42 Australia Square Singapore 368819
Sydney NSW 2000 Sydney NSW 2000
Australia Australia
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COMPANY SECRETARY REGISTERED OFFICE Ms Rebecca Weir Suite 4201 Level 42 Australia Square Sydney NSW 2000 Australia

SHARE REGISTRY Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Australia

Annual Report FY2021

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Contents

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  • 02 Chairperson / CEO’s Message 06 Sustainability & Solidarity

  • 08 Corporate Social Responsibility

  • 10 Snapshot of GLG Corp Ltd

  • 11 Financial Highlights

  • 11 People Highlights for the Year

  • 12 Operational Highlights

  • 18 Audit Commitee Report

20 Corporate Governance Statement

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42 Director's Report

  • 57 Auditor’s Independence Declaration

  • 58 Independent Auditor’s Report

  • 61 Directors’ Declaration

62 Consolidated Statement of Profit or Loss and other Comprehensive Income

  • 63 Consolidated Statement of Financial Position

  • 64 Consolidated Statement of Changes in Equity

  • 65 Consolidated Statement of Cash Flows

  • 66 Notes to the Financial Report

  • 108 Additional Australian Securities Exchange Information

GLG CORP LTD ANNUAL REPORT 2021

Chairperson / CEO’s Message

DEAR SHAREHOLDERS, CUSTOMERS, BOARD MEMBERS, EMPLOYEES AND STAKEHOLDERS.

It has been more than a year since the outbreak of COVID-19 and the world has witnessed how COVID-19 pandemic disrupted the supply chain of the textile, apparel and fashion manufacturing industry in various unprecedented ways. Sporadic lockdowns in various countries have globally impacted lead times and production delivery schedules. Our team is further challenged with global container shortages, delay in shipments schedules and increased in logistics cost. Raw material shortages due to lower cotton yield and production facilities have driven cotton and yarn prices up. This is indeed a challenging year for the team. Nonetheless, despite the challenges, GLG Corp has experienced 3.2% (US$5.8m) sales growth in FY2021 compared to last year and a profit after tax of US$2.3m (1.2%).

Resilience to the impact of the pandemic

Estina Ang Suan Hong Chairperson, CEO and Founder

GLG Corp continues to be on high alert in our responses to the impact of COVID-19 and set our top priority on protecting the wellbeing of our employees and reducing the risk of factory shutdowns. We have arranged vaccinations for most of our employees in the respective manufacturing factories in S.E. Asia with stringent emphasis on specific safety and hygiene protocols across all factories. Our Group is currently 77% fully vaccinated, 96% vaccinated with one dose of vaccination and 2nd dose to be completed by end Nov 2021. We would like to thank all our employees for their concerted effort and

GLG CORP LTD ANNUAL REPORT 2021

CHAIRPERSON / CEO’S MESSAGE FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Our Group’s involvement in corporate social responsibility continues to be a focus for us this year as the community is impacted by effects of the global pandemic. GLG Corp’s social welfare committee targets to address issues concerning education care, caring for the elders, giving back to the community and resource donations

vigilance in the adoption of safe distancing and contingent planning to safeguard our factory operations during this pandemic.

With the growth of our sales due to continuing trend for athleisure and casual active and the need to protect deliveries of our customer, we are building contingency plans, adding on more capacity and subcontractors to our network of factories so we can buffer any production delays and spread the risk of lockdown across more factories.

Sustainability and solidarity among the stakeholders

As global travel restrictions continue, we have not and will not be able in the near future to reinstate our travel policy. The COVID-19 pandemic has allowed the organisation to fully embrace this new way of working virtually over video conferencing not only for internal calls but also for design development meetings and operational calls with our customers. We continue to see a higher adoption of customers pivoting to the use of 3D technology for design collaborations and we will continue to see the increased use of 3D technology as the future for development as an effective and quick way to communicate designs.

Sustainability continues to be our focus and fulfilment of our sustainable goals as part of our 3 years sustainable plan to improve the production process, reduce rework, recycle and upgrade our wastewater management system in our vertical-integrated fabric mill to ensure water recyclability. Further, we will spend more efforts on automating our production processes to reduce production lead time. We will persevere in the transformation process to a more professionalised garment manufacturers with scaleup factory’s upgrading and technological investments,

allowing us to be more sustainable in this every changing environment. We can only achieve our goal through the collaboration with all our stakeholders including team members, suppliers, contactors, customers, and consumers to be agile in this fast-changing environment.

Our Group’s involvement in corporate social responsibility continues to be a focus for us this year as the community is impacted by effects of the global pandemic. Our Group continues to uphold our public welfare focus and to bring a positive influence to the community where we operate in. GLG Corp’s social welfare committee targets to address issues concerning education care, caring for the elders, giving back to the community and resource donations. Through financial aids and donation of supplies, we contribute our efforts toward building an inclusive society. A few of our beneficiaries this year whom received our UltraMask are Cambodia Red Cross Organization, Cambodia Ministry of Labour, Cambodia Mett Yeung Association, Malaysia Ministry of Health, Singapore community organizations such as PA Northeast CDC Tampines, PA Pinetree RC, SENSE Mendaki Changi, Sri Sathya Sai Society, Thye Hua Kwan Senior Centre, Kampung Circuit Care & Share, Aixin Mini Troopers, SGcare Physiotheraphy Clinics for the Migrants. We hope that with the communal distribution of our UltraMask we can do our part to protect the community and keep them safe against Covid 19 virus. As part of our social endeavors to support Singapore’s fight against Covid 19, Ms Felicia Gan has been conferred The Public Service Medal at this year’s 56th National Day 2021 by the President of the Republic of Singapore. This Award recognizes her efforts, along with our Group’s commitment and contribution to the nation.

GLG CORP LTD ANNUAL REPORT 2021

CHAIRPERSON / CEO’S MESSAGE

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Transition to the new generation

The new financial year marks a fresh start to a new era of management. GLG Corp is pleased to announce the promotion of Ms Felica Gan as Chief Executive Officer (“CEO”) with effect from 1 July 2021. Ms Gan has been with the Company since 2006 and have undertaken various positions including Chief Administrative Officer and Chief Marketing Officer. Her new scope of responsibilities will expand to include some of the strategic development and day-to-day duties of the CEO. Under Ms Gan’s leadership we will continue to build on our strategic direction, grow and develop our organisation, strengthen our partnerships and build new relationships. At the same time, Ms. Gan will continue to retain her oversight over management of Finance, Textile Mill and Factories’ Operation, Business Development, Sales & Marketing including Outsourced Manufacturing and Product, Development and Design departments.

Meanwhile, I will continue to assume as Executive Chairman and will continue in an advisory role to facilitate a smooth transition for Ms Gan and to provide support on specific projects as required. We are excited for the legacy succession planning and Ms Gan’s tenure with extensive industry experience will continue to contribute and help the company achieve greater success in the market.

Thank you

Once again, I would like to thank the entire GLG Corp team for their commitment, collaboration, dedication and hard work. We have been able to make progress on our growth strategy during an unprecedented and challenging period. I am confident that we can continue to make progress on our strategic plan as we head into the new financial year under the leadership of Felicia Gan.

On behalf of the Board, I would like to express our heartfelt gratitude to all customers, business partners, and shareholders for their support. I would like to thank our employees for their dedication and relentless contributions to the Group in the past year.

Yours truly,

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Estina Ang Suan Hong Chairperson, CEO and Founder

GLG CORP LTD ANNUAL REPORT 2021

Vision

To be a WORLD-CLASS LEADER in textiles and apparel, growing in STRATEGIC ALLIANCES with our customers

Mission

TO MAKE OUR CUSTOMERS MORE SUCCESSFUL BY:

Focusing on our SPEED of services Ensuring competitive products COSTS Providing high QUALITY products

Meeting / exceeding COMPLIANCE standards Maintaining efficient and effective seamless SUPPLY CHAIN MANAGEMENT

01

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Quality and
Efficiency
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Core Values

Diversity and Respect

Respect 02 Customer 03 Focus

04

Results Orientation

GLG CORP LTD ANNUAL REPORT 2021

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Sustainability & Solidarity

Ultra Mask is an eco-friendly Singapore innovation that has an antimicrobial finish developed by scientists from the Food Science and Technology Programme at Nanyang Technological University, Singapore. This antimicrobial finish is made of organic materials from naturally occurring agricultural waste which is environmentally sustainable.

Green products using renewable resources are of extreme importance as global climate change makes a dramatic impact on our environment. Creating a circular food economy so that every part of the plant is used in a sustainable way prevents plant agricultural waste and stress on our environment. Very often, majority of plant materials like stems and seeds remains unused and are discarded. The biological potential of various plant wastes is a continuous research and development effort to create a sustainable circular food economy and rising green consumerism as our earth begins to deteriorate.

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Recent studies have confirmed various bioactivities of natural plant products and amongst them, anti-bacterial activity. Infections caused by bacteria can be prevented, managed, and treated through anti-bacterial group of compounds known as anti-biotics which can be naturally found in plants. This naturally occurring compound can kill and inhibit the growth of bacterial. With a process of green extraction, our Ultra masks is finished with an antibacterial fluid made using discarded seeds and is a green sustainable product.

GLG CORP LTD ANNUAL REPORT 2021

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GLG CORP LTD ANNUAL REPORT 2021

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Corporate Social Responsibility

COVID-19 has affected countries globally and mask is the essential to everyone. We understand the needs of the society. As such, GLG has taken the initiative to donate the masks to the societies, located in Singapore, Malaysia, Cambodia and Indonesia.

SINGAPORE

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The AiXin Mini Saint Theresa’s Mendaki @ Changi Troopers Home Needy Malay/Muslim Foreigner Workers for Volunteers / elderly Community 3 Dormitories staying there Apr 2021 Apr 2021 Sep 2020 / April 2021

Thye Hua Kwan Seniors’ Activity Centres @ Telok Blangah Crescent Elderly and Staff of the Centre Apr 2021

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HCSA Community Service Low incomed single parents Sep 2020

Sri Sathya Sai Society Jobless workers and needy Apr 2021

Kampung Circuit Care & Share

Food Ration & Mask Distribution Event at Pipit Road for Residents and low incomed elderly 4 May 2021

The Salvation Army, Singapore

The Bethel Presbyterian Church

Low incomed Sep 2020

Foreign Workers Apr 2021

Bethel Assembly of God

Care & Share Event at Bedok and Aljunied Rental Blocks - Low income / elderly 4 May 2021

Food Bank – HSBC Community Drive Jan 2021

Punggol Pinetree Resident’s Centre 8 blocks of residents’ April 2021

SgCare Physiotheraphy Clinic and here with you – Migrants’ Helpline Physio Clinic for Migrants Apr 2021

Lions Club of Singapore 9niety 6ix

North East Community Development Council Volunteers 4 May 2021

Volunteers, Low-income / Elderly 4 May 2021

GLG CORP LTD ANNUAL REPORT 2021

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MALAYSIA

Donation to Indonesia

MALAYSIA

Donation to Indonesia via Ministry of International Trade and Industry

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Persatuan Pendanut Agama Shan Dao

26 July 2021

Kementerian Kesihatan Malaysia (KKM) Johor 16 August 2021

Sekolah Menengah Kebangsaan Puteri Kulai (Secondary School) 11 March 2021

Johor State Health Department 3 June 2021

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Police Station - Royal Malaysia Police 21 June 2021, 14 July 2021

Ministry of International Trade and Industry (Kuala Lumpur) 29 June 2021

Mill Oceanic

30 June 2021

Malaysia Government

1 September 2021

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CAMBODIA

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Ministry of Labour

Mask donation to Ministry of labour and Vocational Training (Cambodia). 3 August 2021

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Cambodia Red Cross

Mett Yeung Association

Mett Yeung Association (M.Y.A), one of the association under MOL. 7 September 2021.

Mask donation to Cambodia Red Cross. 18 August 2021.

10

GLG CORP LTD ANNUAL REPORT 2021

Product Design & Styling Product Development (For Volume Manufacturing)

Material Sourcing Technical Support

Warehousing, Logistics & Customs Clearance Direct Shipment From Manufacturing Origin to Final Distribution Center of Customer

Quality Assurance & Compliance

APPAREL SUPPLY CHAIN SERVICES

Snapshot of GLG Corp Ltd FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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CORPORATE SERVICES

Business Development Marketing & Merchandising

Sales Finance

Human Resources & General Admin Information Technology Corporate Affairs & CSR

FABRIC & APPAREL MANUFACTURING SERVICES Production Planning & Control

Fabric R&D & Manufacturing Apparel Manufacturing Printing Embroidery Wet & Dry Processing

GLG CORP LTD ANNUAL REPORT 2021

Financial Highlights

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FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
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REVENUE GROSS MARGIN
US$183,804,000 US$33,092,000
OUR SUPPLY
CHAIN NETWORK PROFIT
NET TANGIBLE 5 COUNTRIES BEFORE TAX
ASSETS PER SHARE
US50.87 cents 64.8 MILLION US$3,890,000
PIECES SHIPPED
OUR PEOPLE AND OPERATING
OUTSOURCED CASH FLOW
FACTORY US$20,069,000
REPRESENTATIVES
9,000+
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*Net Tangible Assets Per Share =

(Net Assets - Intangible Assets - Right of Use Assets) Total Number of Shares

People Highlights FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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1%
78%
16%
Percentage of Employees in Percentage of Employees in
respective Group respective categories
6%
99% Executive Top Management Service 0 - 5 years
Ratio Middle Management Years >5 up to 10 years
All Others >10 years
2%
38% 62%
20%
Percentage of Employees in
38% Percentage of Employees in
their Age Group
their Gender Group
Age <30 years old Gender Female
40%
Distribution >30 up to 40 years old Mix Male
>40 up to 50 years old
>50 years old
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GLG CORP LTD ANNUAL REPORT 2021

Operational Highlights

The unprecedented COVID-19 pandemic has posed disruption to our traditional business model as a varying degrees of retail stores market closure across several major customers in USA and Europe. The Company’s operation was also affected due to the safe social distances requirement in offices and factories, resulted to travel restrictions and remote working from home systems implemented with conference meetings. Several business strategies such as reducing discretionary spending, costs cutting measures and increasing focus on alternative distribution channels like online sales and new business ventures in facial mask sales have contributed to the growth in our revenue and profit despite the headwinds, cost inflation and operational challenges.

Our Quarterly Journey in FY2021 is best depicted in the following key events:

01 First QuarterJul 2020 to Sep 2020

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Aug’20: August Board meetings held in Singapore HQ to review FY2020 financials, audit etc.

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Aug’20: Completion of Appendix 4E (Prelim Report)

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Sep’20: Statutory report FY2020 completed and filed with ASX

OPERATIONAL HIGHLIGHTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

Second Quarter 02 Oct 2020 to Dec 2020

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Oct’20:

Annual Report FY2020 was completed and made available on company website

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Nov’20:

Nov’20:

Dec’20:

Annual General Meeting GG Fashion (Cambodia) Co. Ltd Change of for GLG Corp held in obtained Global Organic Textile Company Secretary Singapore HQ Standard (GOTS) certificate compliance

03

Third Quarter Jan 2021 to Mar 2021

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Jan’21:

Jan’21:

Jan’21:

Maxim Textile Technology Sdn Bhd obtained Global Organic Textile Standard (GOTS) certificate compliance

Maxim Textile Technology Sdn Bhd Maxim Textile Technology Sdn Bhd obtained Global Recycled Standard obtained Organic Content Standard (GRS) certificate compliance (OCS) certificate compliance

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Feb’21:

Feb’21:

Feb’21:

Appendix 4D (First Half of FY2021) financials statements reviewed and filed with ASX

Board meetings held in Singapore Declared fully unfranked HQ to review business results, ordinary dividend remuneration, dividend etc.

04 Fourth Quarter Apr 2021 to Jun 2021

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Apr’21: Distribute fully unfranked ordinary dividend

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Jun’21:

Board meetings held in Singapore HQ to approve budget FY2022, business strategies, remuneration etc.

GLG CORP LTD ANNUAL REPORT 2021

Operational Highlights

Technical Expertise & Quality Assurance

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SHAPE NOSE WIRE
Fit perfectly, prevent fogging and slippage
ANTI-BACTERIA FILTER 1
Organic cotton
ANTI-BACTERIA FILTER 2
Organic cotton
QUICK DRY &
COOLING LAYER
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Technical Expertise on Ultra Mask

  • 95% Bacterial Filtration Efficiency (BFE)

  • Excellent Water Repellent Abilities

  • 2 layers of Anti-Bacterial with properties that kills 99% of bacteria up to 30 washes

  • 1 layer of Cooling Finish and Quick Dry

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Quality Assurance

  • Achieving the right final product on-time

  • Adherence to buyer's quality standards

  • Proactive quality assurance

  • Implementation of traffic light system to achieve zero defects

  • High Cotton Content knit fabrics with Comfortable Fit

  • Splash Resistance

  • Environmentally Sustainable - Reusable

  • Particle Efficiency of 99% PM 2.5

Customised Designs & Graphic Creation

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Partnership in the Creative Process
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Customized seasonal design collection, directional graphic creation, fabric and trim sourcing.

GLG CORP LTD ANNUAL REPORT 2021

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3D Virtual Technology

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Investment in 3D technology software like CLO and Browzwear

These design softwares are cutting-edge 3D simulation engines that allows one to create true-to-life virtual garments and bringing evolution to design and fitting processes with shorter development leadtimes. Our adoption rate has increased due to the fast sampling tunrover time and cost savings for physical prototype samples. Embracing 3D technology is the future for the garment industry.

> Real Time Development

Able to digitiize 2D Cads into 3D virtual sampling based on tech pack, actual fabrication, pattern modification and fitting on digital alvanon to the final product.

> Effective Communication

With the use of CLO-SET and Stylezone viewing platforms, users will have full visibility and participate at every stage in the process from design through merchandising. Eg, making changes on the fit or design.

> Fabric Kit Analysis

This fabric kit enables to determine the thickness, stretch properties of your fabric and automatically load the values into CLO or Browzwear software program. The drape lines will be simulated based on the properties.

Meet Global Compliance Standards

As the industry faces heightened customer awareness & expectation, Ghim Li as a responsible supply chain understands the need to adhere strictly to global quality and compliance standards.

Our Suppliers and all our facilities aim to meet or excel in every compliance standards relating to Social Compliance, CTPAT Compliance; and Environment Compliance and are regularly audited by 3rd Party auditors.

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OPERATIONAL HIGHLIGHTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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MALAYSIA

Ghim Li Fashion (M) Sdn. Bhd.

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  • Established: 1984

  • Employees: 460+

  • Capacity: 420,000 units per month

  • Sewing lines: 12

  • Close proximity to Maxim Textile Technology

  • Quick sample return

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  • Vertical set-up

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MALAYSIA Maxim Textile Technology Sdn. Bhd.

  • Established: 1972

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  • Employees: 400+

  • Proximity to garment factory

  • ISO Knitting Machine in 24 hours operations

  • Dyeing capability of up to 2 million lbs./ month

  • Macy’s self-approval colorist

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  • Ability to support replenishment

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INDONESIA PT. Ghim Li Indonesia

  • Established: 2005

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  • Capacity: 4.01 million units per month

  • Employees: 4800+ > Sewing lines: 84

  • 5-Day work week

  • The close proximity to Singapore allows access to world-class shipping facilities.

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  • VAT, local service tax and import duty exemptions.

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OPERATIONAL HIGHLIGHTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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CAMBODIA

GG Fashion (Cambodia) Co. Ltd.

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  • Established: 2017

  • Employees: 1300+

  • Sewing lines: 46

  • Capacity: 1.02 million units per month

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CAMBODIA GG Fashion (Cambodia) Co. Ltd. (Branch)

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  • Established: 2018

  • Employees: 800+

  • Sewing lines: 36

  • Capacity: 800, 000 units per month

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VIETNAM

G&G Fashion (Vietnam) Co. Ltd.

  • Fabric Mills support

  • Employees: 900+

  • Embellishment Support with partner suppliers

  • Size: 4ha

  • Location: BinhSon Industrial Park

  • Capacity: 1.0 million units per month

  • Sewing lines: 52

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GLG CORP LTD ANNUAL REPORT 2021

Audit Committee Report

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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DEAR SHAREHOLDERS,

I am pleased to present our Audit Committee (“AC”) Report for the fiscal year ended 30 June 2021 in the following areas below.

Re-appointment of BDO as external auditor and rotation of engaging partner

BDO was engaged from 16th January 2017 with Mr Ryan Pollett as the main engagement partner continuously for the period of 5 years. In accordance with the listing requirements his tenure as the key partner will be his fifth year and will be subject to a rotation in the next financial year’s audit.

BDO have identified a new partner with manufacturing expertise to take over and ensure a smooth handover. We will announce the new partner in due course.

Peter Tan

Chairman, Audit Committee & Independent Director

The AC have expressed its appreciation to Ryan for his leadership and guidance of the audit engagement team during his term, especially the professionalism and the objectivity in the service level and the support extended to members of the AC and senior management to achieve compliance in all aspects of the audit processes.

Audit Independence

The AC have reviewed the non-audit engagement and other services of the external auditor for FY2021 and concluded that their independence and professional conduct in relation to the audit have complied with the Corporation Act.

At the AC meeting held on 27 August 2021, the committee recommended the re-appointment of the external auditor to the Board for the next financial year and will be included in the agenda at the upcoming AGM in November 2021.

Key Audit Matters

For the FY2021 the AC reviewed the Group’s financial statements for the ended 30 June 2021, as well as BDO’s Audit Report before submitting them to the Board for its approval. The recoverability of total receivables due to its material balances and potential for overstatement were discussed as a risk with management. The AC reviewed management’s work with respect to aging, trends, judgments and other test for recoverability made in two key areas.

AUDIT COMMITEE REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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The management performed the review for recoverability on the Group’s total receivable and noted the following:

  • (a) The normal trade receivables ageing was within settlement terms and were in line with the trends in the business cycle and found to be acceptable; and

  • (b) The outsourced supplier relationship between GLIT* and GLG was also an area of focus. Due to the manner fabric are sourced by GLG and then deliver to GLIT to manufacture the garments, the trust receipts related to the purchase of the fabric can be offset against the GLIT receivable as the transactions are interrelated.

GLIT’s inroad into manufacturing of fabric masks and better product mix have improved the profit margins

which resulted in the reduction of the receivables. In view of the progress made, GLG was confident of the full recoverability of the receivables and as such reached the conclusion that all the original agreements entered to undertake the receivables recovery could be extinguished should the business condition persist.

After management assessment was performed as at 30 June 2021, GLIT receivable was US$18.8 million versus the value of the trust receipts of US$19.6 million. The offset brought the net GLIT receivable to US$0.8 million and was resolved to be recoverable. The AC has accepted this closure.

Appreciation

I would like to thank Ryan and the BDO Team for their continuous level of commitment to deliver timely and conclusion of the audit sign off to meet the Group’s reporting deadlines. We look forward to a smooth transition once the new engaging partner is identified.

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Peter Tan Chairman, Audit Committee & Independent Director

  • Please refer to Notes to the Financial Statements, Note 11 on the details of GLIT.

GLG CORP LTD ANNUAL REPORT 2021

Corporate Governance Statement

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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:

Name Position
Estina Ang Suan Hong Executive Chairman
Peter Tan Independent Non-Executive Director
Grant Hummel Independent Non-Executive Director
Felicia Gan Peiling Chief Executive Ofcer

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 42 to 44.

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ESTINA ANG SUAN HONG

Founder, Chairman and Executive Director Member of Nomination & Remuneration Committee

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FELICIA GAN PEILING

Chief Executive Officer Executive Director

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GRANT HUMMEL

Independence Director Chairman of Nomination & Remuneration Committee Member of Audit Committee

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PETER TAN

Independence Director Chairman of Audit Committee Member of Nomination & Remuneration Committee

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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 48 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, Nomination and 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 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 2021, the proportion of women employed by GLG Corp Ltd was:

  • § Board of Directors 50%

  • § Senior Executives 55%

  • § Total Workforce 59%

DEALING IN GLG CORPORATION’S SECURITIES BY DIRECTORS AND EMPLOYEES

Directors, officers and employees of the Company are prohibited from trading in GLG securities during the closed trading period between the completion of a listed company's financial results and 1 trading day following the announcing of these results to the public. The close period is typically regarded as the two-month period preceding the release of a company's half-yearly and preliminary final results. A full outline of the Company’s securities trading policy has been made available on the Company website.

RISK MANAGEMENT POLICY

Risk is an inherent part of GLG Corp’s business, which operates in a highly competitive market sector. GLG Corp is committed to the management of risk as an integral part of its business, focusing on strategies to minimise risk which are regarded as threats to its achievement of objectives and goals.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

The objectives of this policy are to:

  • § Outline the company’s approach to risk management;

  • § Improve decision-making, accountability and outcomes through the effective use of risk management;

  • § Integrate risk management into daily operations of the company and its outsourced business partners;

  • § Consider risk appetite in protecting staff and business assets and strategy execution

GLG Corp is committed to managing risk in order to benefit the company and manage the cost of risk. To meet this commitment, risk is every employee’s business. All employees are required to be responsible and accountable for managing risk in so far as reasonably practicable within their area of responsibility.

Sound risk management principles and practices must become part of the normal management strategy for all business units within GLC Corp including its outsourcing business partners.

The management of risk is to be integrated into GLG Corp’s existing planning and operational processes and fully recognised in GLG Corp’s reporting processes.

Corporate Governance Structure

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GLG CORP LTD
BOARD
SENIOR MANAGEMENT AUDIT NOMINATIONS &
COUNCIL COMMITTEE REMUNERATION COMMITTEE
MANAGEMENT MANAGEMENT
EXCO
TEAMS RISK COMMITTEE
SELF-CERTIFICATION
RISK ASSESSMENT
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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GLG Corp.Ltd
Organisation Chart
100%
Ghim Li International (S) Pte Ltd
100% 100% 100% 100% 100% 100%
Ghim Li Global Escala Fashion Ghim Li Global G&G Ghim Li Fashion GG Fashion
Pte Ltd Pte Ltd International International (M) Sdn Bhd (Cambodia)
Limited Pte Ltd Co, Ltd
100%
100%
AES (USA) INC 100% 100%
GG Fashion
Maxim Textile Maxim Textile (Cambodia)
Technology Technology Co, Ltd (Branch)
Pte Ltd Sdn Bhd
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The following table summarises the roles and responsibilities of each level in discharging their duties on risk management:

BOARD Provides policy, oversight and review of risk management
Overseas regular review of risk management activities
Drives culture of risk management and accountable for protecting the company from
unacceptable costs or losses associated with its operations
Develop and implement systems for efectively managing the risks that afect the achievement
of objectives and operational outcomes. Continuously improving risk management policy,
strategy and supporting framework
Ensure staf in their business or functional units comply with the risk management policy and
foster a culture where risks can be identifed and escalated
Comply with risk management policies and procedures
AUDIT COMMITTEE
CHIEF EXECUTIVE OFFICER
RISK COMMITTEE
SENIOR MANAGEMENT
STAFF, BUSINESS PARTNERS
AND CONTRACTORS

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

The following are the specific risk categories included in the risk register and reporting:

  • § Customer risks (including their financial conditions, solvency, credit worthiness);

  • § Competitor risks;

  • § Investment risks;

  • § Operational risks;

  • § Outsourced partner and contract manufacturing risks;

  • § Legal, regulatory and compliance risks (including product liability, legal compliance guideline set by customers);

  • § Resources risks (including HR, IT, etc.);

  • § Finance risks (including liquidity, trade credit financing, foreign exchange, etc.);

  • § Reputation risks; and

  • § External factor risks

Risk Management Reporting

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Strategic Risks RISK COMPONENTS OUR MANAGEMENT RISK AT A HIGH-LEVEL ASSESSMENT IS AN ENABLING TOOL THAT HIGHLIGHTS KEY Commercial RISKS. AND CATEGORIZE SUCH Risks Management Risk KEY RISKS INTO THE ABOVE Committee COMPONENTS.

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Risk Categories under 3 Groups

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STRATEGIC RISKS
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  • Investment

  • External Factors (e.g. Hazards)

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COMMERCIAL RISKS

  • Customer Business

  • Competitors

  • Reputation

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OPERATIONAL RISKS

  • Operations

  • Outsourced Partner & Manufacturing

  • Legal, Regulatory & Compliance

  • Resources (e.g. Human Resources, Information systems, Corporate resources, Property or Assets, etc.)

  • Finance

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

GLG Corp’s Risk Management Process

We implement a 5-step process in risk management as follows:

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KEY RISKS
EVALUATION CONTROL, COMMUNICATE
IDENTIFICATION
AND TREATMENT AND CAPTURE
Review the Risk context and Evaluation and Treatment of Controlling, Communication and
Identification of Specific Key Risks risks (identify RMA) Knowledge-Capturing
1 2 3 4 5
PRIORITIZATION MONITORING &
TO TOP 10 REPORTING
Analysing and Prioritizing Monitoring (routine checks by
selected risks management) and Reporting;
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The Management Risk Committee is responsible for reviewing this policy document in conjunction with senior management and staff every year. The outcome of this review process is submitted to the Board for approval. The Management Risk Committee indicates, in its opinion and based on its activities, any significant residual business risks which remain at an unacceptably high level.

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

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

AUDIT COMMITTEE

The Audit Committee reviewed the statement of financial position of the consolidated financial statements of GLG for the financial year ended 30 June 2021, as well as the Independent Auditor’s Report thereon before submitting them to the Board for its approval. The Audit Committee discussed with Management the accounting principles that were applied and also considered the appropriateness of the critical accounting estimates and judgments made in preparing the financial statements.

The following significant matters impacting the financial statements were discussed with Management and the external auditor and were reviewed by the Audit Committee:

Key Audit Matters How the Audit Committee reviewed these matters and what decisions were made
Due to the material The Audit Committee (“AC”) assessed and confrmed the following:
balance and potential a) Normal trade receivables in GLG Corp Ltd have been reviewed for recoverability,
for overstatement, with respect to aging, trends and current industry practice. It was noted that the
recoverability of aging of the receivables did not show any customer having old-aged receivables
receivables is assessed and that the balances by key customers within the receivables are in line with
as a risk. current trends in business with no recoverability issues; and
b) The valuation of the GLIT* Receivable continues to be an area of focus due to
the commercial nature of GLG’s business. The AC had reviewed management’s
extensive assessment of the GLIT receivable to support its recoverability. The
management evaluated GLIT’s fnancial capacity and the integral supporting
supplier relationship with the GLG Corp and determined that a write-of amount
of US$6 million was made, rather than a provision, based on the current and future
relationship between the GLIT entities and GLG Corp. This write-of assisted in
cleaning up the signifcant amount of outstanding receivables and have enabled a
fresh start to the relationship with GLIT based on the assessed fnancial capabilities,
historical transaction with the GLIT entities and the essential role that GLIT play in
the operation of GLG Corp.
GLIT’s inroad into manufacturing of fabric masks and better product mix have
improved the proft margins which resulted in the reduction of the receivables. In
view of the recovery progress, GLG was confdent of the full recoverability of the
receivables and as such reached the conclusion that all the original agreements
entered to undertake the receivables recovery could be extinguished should the
business condition persist. The Audit Committee has accepted this closure.
  • Please refer to the Notes to the Financial Statements Note 11 on the details of GLIT.

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.

CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

CORPORATE GOVERNANCE STATEMENT

The Directors and management of GLG Corp Ltd ( GLG or the Company ) are committed to conducting the business of GLG and its controlled entities (the Group ) 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 (Fourth 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 throughout the financial year ended 30 June 2021. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 24 September 2021 and has been approved by the Board of GLG.

The Company’s corporate governance policies and charters and policies are all available under the Investor Info section of the Company’s website (https://www.ghimli.com/investor-relations/companys-charter/) (the Website ).

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ASX Recommendation Status Reference / Comment
Principle 1 – Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how
their performance is monitored and evaluated.
1.1 A listed entity should have and Complying The Board has adopted a charter which establishes the
disclose a board charter setting out: role of the Board and its relationship with management.
The primary role of the Board is the protection and
(a) the respective roles and enhancement of long-term shareholder value. Its
responsibilities of its board and responsibility is the overall strategic direction of GLG.
management; and
The functions and responsibilities of the Board and
(b) those matters expressly management are consistent with ASX Principle 1. A
reserved to the board and those copy of the Board Charter is posted on the Website.
delegated to management.
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.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
1.2 A listed entity should: Complying The Board has a formal Nomination & Remuneration
Committee. The Nomination & Remuneration
(a) undertake appropriate checks Committee’s functions and powers are formalised
before appointing a person, in a Charter and is posted on the Website. It is the
or putting forward to security role of the Nomination & Remuneration Committee
holders a candidate for to identify suitable candidates to complement the
election, as a director; and existing Board, to undertake appropriate checks
on the candidate; to seek confirmation from the
(b) provide security holders with
candidate that he/she will have sufficient time
all material information in
to fulfil his or her responsibilities as a director;
its possession relevant to a
and subject to the results of such checks and
decision on whether or not to
confirmations, to make recommendations to the
elect or re-elect a director.
Board on their appointment.
The Company provides information to shareholders
about Directors seeking re-election at the annual
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
recommendation by the Board in respect of the re-
election of the Director.
1.3 A listed entity should have a written Complying Each Director is given a letter upon appointment
agreement with each director and which outlines the Director’s duties, obligations,
senior executive setting out the remuneration, expected time commitments and
terms of their appointment. 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 Complying The Company Secretary is responsible for co-
entity should be accountable ordination of all Board business, including agendas,
directly to the board, through the board papers, minutes, communication with
chair, on all matters to do with the regulatory bodies, ASX and all statutory and other
proper functioning of the board. 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 to be made and/or approved
by the Board.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
1.5 A listed entity should: Complying The Company is committed to the principles
of employing people with a broad range of
(a) have and disclose a diversity experiences, skills and views. All executives,
policy; managers and employees are responsible for
promoting workforce diversity.
(b) through its board or
committee of the board set The Company has adopted a Diversity Policy which
measurable objectives for can be viewed on the Website. This policy sets as
achieving gender diversity in a target 25% of all Board seats and management
the composition of its board, positions to be held by women. The Board is also
senior executive and workforce considering other means to encourage diversity.
generally; and The Company recognises the benefits of a diverse
workforce and is committed to providing an
(c) disclose in relation to each
environment that encourages diversity. The Board
reporting period:
monitors the diversity profile of its workforce. As the
1. the measurable objectives Company already has gender diversity as evidenced
set for that period to achieve by the proportion of women reported below, the
Board has not set any measurable objectives.
gender diversity;
2. the entity’s progress towards There are currently 2 female Executive Directors and
2 male Non-Executive Directors on the Board. The
achieving those objectives; and
Company Secretary is also a female.
3. either:
The Company discloses the respective proportions
A. the respective proportions of men and women in senior executive positions
of men and women on the and across the whole organisation within its Annual
board, in senior executive Report.
positions and across the whole
The Company is not considered a “Relevant
organisation (including how
the entity has defined “senior Employer” under the Company’s Workplace Gender
executive” for these purposes); Equality Act ( WGEA ) and therefore has not lodged a
or WGEA Report for the 2020/2021 period.
B. if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in and
published under that Act.
1.6 A listed entity should: Complying The Directors undertake an annual process to review
the performance and effectiveness of the Board,
(a) have and disclose a process the Board Committees and individual directors. The
for periodically evaluating the Nomination and Remuneration Committee Chair
performance of the board, its leads a discussion and provides feedback to the
committees and individual individual Directors as necessary.
directors; and
This process was completed during the reporting
(b) disclose, in relation to each period.
reporting period, whether a
performance evaluation was
undertaken in the reporting
period in accordance with that
process during or in respect of
that period.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
1.7 A listed entity should: Complying The Company’s CEO evaluates the performance of
GLG’s senior executives annually. The Nomination
(a) have and disclose a process & Remuneration Committee reviews the CEO’s
for periodically evaluating performance annually. The Committee also reviews
the performance of its senior and approves senior management bonuses.
executives at least once every
reporting period; and An evaluation was completed during the reporting
period.
(b) disclose for each reporting
period whether a performance
evaluation was undertaken
in the reporting period in
accordance with that process
during or in respect of that
period.
Principle 2 – Structure the Board to add value
A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its
duties effectively.
2.1 The board of a listed entity should: Complying The Board has a formal Nomination & Remuneration
Committee comprising two independent directors
(a) have a nomination committee (Grant Hummel and Peter Tan) and Madam Estina Ang
which: (the Executive Chairman). The Chair of the Nomination
& Remuneration Committee is Grant Hummel.
(1) has at least three members,
a majority of whom are The Nomination & Remuneration Committee’s powers
independent directors; and are formalised in a Charter and is posted on the
Website. The number of times that the Nomination
(2) is chaired by an independent
& Remuneration Committee met throughout the
director,
financial year and the individual attendances of the
and disclose: members at those meetings are disclosed in the
Company’s Annual Report.
(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 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.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
2.2 A listed entity should have and Complying The Board aims to be comprised of Directors which
disclose a board skills matrix have, at all times, the appropriate mix of skills,
setting out the mix of skills and experience, expertise and diversity relevant to the
diversity that the board currently Company’s businesses and the Board’s responsibilities.
has or is looking to achieve in its The Board regularly evaluates the mix of skills,
membership. experience and diversity at the Board level, and has
developed and adopted a Board skills matrix which has
been tailored to the circumstances and requirements of
GLG. It is intended that the skills matrix will be reviewed
at least annually by the Board to ensure that ongoing
needs in relation to supervising the Company and its
operations are being met, and to take into account any
changes in the Company’s circumstances and strategic
priorities.
The objectives of the skills matrix adopted by the Board
are to:
§ Identify the skills, knowledge, experience and
capabilities that are considered to be desired of
the Board as a whole, in order for the Board to
fulfil its role and in light of the Company’s strategic
direction;
§ Ascertain the current skills, knowledge, experience
and capabilities of the Board, and provide the
incumbent Directors with an opportunity to
reflect upon and discuss the current composition
of the Board; and
§ Identify any gaps in skills or competencies that can
be addressed in future director appointments.
In respect of the reporting period, the Board assessed
each Director’s skill level against the following key skills
set out in the matrix which the Board considered to be
desired of the Board of GLG:
§ Strategic and Commercial Acumen – The ability
to define strategic objectives, constructively
question business plans and implement strategy
using commercial judgement.
§ Financial Acumen – Financial knowledge,
accounting or related financial management
qualifications and experience.
§ Risk & Compliance – An understanding of
compliance matters and risk management,
including environmental, technological and
governance risk.
§ Executive Leadership – Experience in senior
leadership roles, including on the boards of other
listed companies.
§ Diversity – The ability to contribution to inclusion
and diversity.
§ International/Global – Senior leadership
experience across a range of international
businesses and exposure to a range of political,
cultural, regulatory and business environments.
The Board considers that it currently has an appropriate
mix of skills and diversity and provides in the Company’s
2021 Annual Report information about the skills,
experience and expertise of each Director.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
2.3 A listed entity should disclose: Complying Currently the Board comprises four Directors as
follows:
(a) the names of the directors
considered by the board to be Peter Tan Independent Non-Executive
independent directors; Director
(b) if a director has an interest, Grant Hummel Independent Non-Executive
position, association or Director
relationship of the type Estina Ang Executive Chairman
described in Box 2.3 but the
Felicia Gan Chief Executive Officer
board is of the opinion that
it does not compromise the The Board has considered the circumstances of each
independence of the director, Director and determined that all Non-Executive
the nature of the interest,
Directors are independent as described in item 2.3
position, association or of the Recommendations.
relationship in question and an
explanation of why the board is The Corporations Act 2001, the Company’s
of that opinion; and Constitution and the Board meeting process
requires Directors to advise the Board of any
(c) the length of service of each
interest that they have that has the potential to
director. conflict with the interests of GLG, 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 Non- Currently, the Board comprises two independent
entity should be independent Complying Non-Executive Directors and two Executive
directors. Directors. The Company believes this in an
appropriate mix of skills and experience.
2.5 The chair of the board of a listed Non- The Company has now separated the role of
entity should be an independent Complying Chairman and CEO. Felicia Gan has assumed the
director and, in particular, should role of CEO and Estina Ang remains in the position
not be the same person as the CEO of Chairman.
of the entity.
Although Estina Ang is not an independent director,
the Board are comfortable that Estina Ang is the
best candidate for the Chairman position.
2.6 A listed entity should have a Complying The Company has procedures and policies in place
program for inducting new to assist Directors in fulfilling their responsibilities.
directors and provide appropriate Each Director, at any time, is able to seek reasonable
professional development independent professional advice on any business
opportunities for directors to matter at the expense of the Company. Directors
develop and maintain the skills and also have access to adequate internal resources to
knowledge needed to perform their seek any information from any officer or employee
role as directors effectively. of the Company, or to require the attendance
of management at meetings to enable them as
Directors to fulfil their duties.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
Principle 3 – Act ethically and responsibly
A listed entity should act ethically and responsibly
3.1 A listed entity should articulate and Complying The Company discloses its Core Values within its
disclose its values. Annual Report.
3.2 A listed entity should: Complying The Board has established a Code of Conduct
which articulates acceptable practices for
(a) have a code of conduct for its directors, senior executives and employees,
directors, senior executives and to guide their behaviour and to demonstrate
employees; and the commitment of the Company to ethical
practices.
(b) ensure that the board or a
committee of the board is The CEO, Felicia Gan is responsible for bringing
informed of any material breaches of the Codes to the attention of the
breaches of that code. Board, and breach reporting is a standing
agenda item at Board meetings.
3.3 A listed entity should: Complying The Company has established a Whistleblower
Policy, a copy of which can be found on the
(a) Have and disclose a Website. The purpose of the Whistleblower
whistleblower policy; and Policy is to identify wrongdoing that may not
be uncovered unless there is a safe and secure
(b) Ensure that the board or a
means for disclosing.
committee of the board is
informed of any material The Board and its management team are
incidents reported under that committed to listen to any concern from
policy. any whistleblower who raises the risk to the
company, in terms of values, integrity etc,
such as suspicion of fraud, corruption, criminal
acts or acts of reputation risk in relation to
the staff/employees/management of the
organisation. On the basis of this commitment,
this policy is intended to serve the purpose
of outlining the procedures for a) reporting
and processing such information; and b)
conducting an investigation into the issues
raised by the whistleblower for final resolution
including remedial action.
The CEO, Felicia Gan is responsible for bringing
breaches of the Codes to the attention of the
Board, and breach reporting is a standing
agenda item at Board meetings.
3.4 A listed entity should: Complying The Company has established an Anti-Bribery
and Corruption Policy, a copy of which can be
(a) Have and disclose an anti- found on the Website.
bribery and corruption policy;
and The CEO, Felicia Gan is responsible for bringing
breaches of the Anti-Bribery and Corruption
(b) Ensure that the board or a Policy to the attention of the Board, and breach
committee of the board is reporting is a standing agenda item at Board
informed of any materials meetings.
breaches of that policy.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports
4.1 A listed entity should: Non- The Board has a formal Audit Committee
Complying currently comprising two independent
(a) have an audit committee which: Directors – Grant Hummel and Peter Tan and
one Executive Director – Felicia Gan (the
(1) has at least three members,
Company’s CEO).
all of whom are non-executive
directors and a majority of whom The role of the Audit Committee is to advise on
are independent directors; and financial information prepared for use by the
Board or for inclusion in financial statements.
(2) is chaired by an independent
The Chairman of the Audit Committee is
director, who is not the chair of
Peter Tan. The Audit Committee’s functions
the board, and disclose:
and powers are formalised in a Charter and is
(3) the charter of the committee; posted on the Website. The number of times
that the Audit Committee met throughout the
(4) the relevant qualifications and financial year and the individual attendances
experience of the members of of the members at those meetings, and the
the committee; and relevant qualifications and experience of the
Audit Committee members are disclosed in the
(5) in relation to each reporting Company’s Annual Report and below under
period, the number of times ‘Directors Meetings’.
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.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
4.2 The board of a listed entity should, Complying The Directors are committed to the preparation
before it approves the entity’s of financial statements that present a balanced
financial statements for a financial and clear assessment of the Company’s financial
period, receive from its CEO and position and prospects. The Board reviews GLG’s
CFO a declaration that, in their half yearly and annual financial statements. The
opinion, the financial records of Board requires that the CEO and CFO state it
the entity have been properly writing that GLG’s financial reports present a
maintained and that the financial true and fair view, in all material respects, of the
statements comply with the Company’s financial condition and operational
appropriate accounting standards results are in accordance with relevant
and give a true and fair view of the accounting standards and that the opinion has
financial position and performance been formed on the basis of a sound system of
of the entity and that the opinion risk management and internal control which is
has been formed on the basis of a operating effectively.
sound system of risk management
and internal control which is
operating effectively.
4.3 A listed entity should disclose its Complying The Company’s full year and half year reporting
process to verify the integrity of any is audited and reviewed, as the case may be,
periodic corporate report it releases by an external auditor. The Company is not
to the market that is not audited or required to lodge quarterly reports. Annual
reviewed by an external auditor. directors’ reports are verified by the Board,
which seeks documents and information from
the Management and subject-matter experts
where necessary.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material effect on the price or value of its securities
5.1 A listed entity should have and Complying The Company has a documented policy which
disclose a written policy for has established procedures designed to ensure
complying with its continuous compliance with the ASX Listing Rule continuous
disclosure obligations under listing disclosure requirements and to ensure that
rule 3.1. 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 CEO and the Company Secretary
are responsible for interpreting GLG’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.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
5.2 A listed entity should ensure that its Complying The Board receives copies of all material market
board receives copies of all material announcements promptly after they have been
market announcements promptly made.
after the have been made.
5.3 A listed entity that gives a new Complying All investor or analyst presentations are released
and substantive investor or analyst to the ASX market announcements platform
presentation should release a copy ahead of the presentation.
of the presentation materials on
the ASX Market Announcements
Platform ahead of the presentation.
Principle 6 – Respect the rights of security holders
A listed entity should provide its securityholders with appropriate information and facilities to allow them to exercise their
rights as security holders effectively
6.1 A listed entity should provide Complying The Board informs all shareholders of all major
information about itself and its developments affecting GLG’s state of affairs as
governance to investors via its follows:
website.
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 Complying The Company communicates with its
implement an investor relations shareholders and investors by posting
program to facilitate effective two- information via the ASX or website, and by
way communication with investors. 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. The Share
Registry ‘Boardroom’ also includes an investor
relations program, which gives all investors
access to information through the market
registry.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
6.3 A listed entity should disclose the Complying Shareholders are encouraged to attend the
policies and processes it has in Annual General Meeting (AGM). The AGM
place to facilitate and encourage is an opportunity for shareholders to hear
participation at meetings of the Directors provide updates on Company
security holders. 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.
6.4 A listed entity should ensure that Complying All resolutions at GLG’s general meetings are
all substantive resolutions at a decided by way of a poll.
meeting of security holders are
decided by a poll rather than by a
show of hands.
6.5 A listed entity should give security Complying Investors are able to communicate with the
holders the option to receive Company electronically via the Website.
communications from, and send Investors are also able to communicate with the
communications to, the entity and Company’s registry electronically by emailing
its security registry electronically. the registry or via the registry’s website.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
Principle 7 – Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that
framework
7.1 The board of a listed entity should: Complying The Board is responsible for the management
of risk due to the current size of the Board. GLG
(a) have a committee or is committed to embedding risk management
committees to oversee risk, practices to support the achievement of
each of which: business objectives. The Board is responsible for
reviewing and overseeing the risk management
(1) has at least three members,
strategy and ensuring GLG has an appropriate
a majority of whom are
corporate governance structure. Within that
independent directors; and
overall strategy, management has designed
and implemented a risk management and
(2) is chaired by an
independent director, internal control system to manage material
business risks.
and disclose:
GLG has implemented a 5-step process to
(3) the charter of the manage risk as follows:
committee;
1. Review the risk content and identification
(4) the members of the of specific key risks;
committee; and 2. Analysing and prioritising selected risks;
(5) as at the end of each 3. Evaluation and treatment of risks;
reporting period, the
4. Monitoring and reporting; and
number of times the
committee met throughout 5. Controlling, communication and
the period and the knowledge-capturing.
individual attendances
GLG risk categories are:
of the members at those
meetings; or 1. Customer risks (including their financial
conditions, solvency, credit worthiness
(b) if it does not have a risk etc);
committee or committees
that satisfy (a) above, disclose 2. Competitor risks;
that fact and the processes it 3. Investment risks;
employs for overseeing the
entity’s risk management 4. Operational risks;
framework. 5. Outsourced partner and contract
manufacturing risks;
6. Legal, regulatory and compliance risks;
7. Resource risks (including HR, IT etc);
8. Finance risks (including liquidity, trade
credit financing, forex etc);
9. Reputation risks; and
10. External factor risks.
The Management Risk Committee provides
reports for the Board meetings. The Risk
Management Policy is available on the Website.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
7.2 The board or a committee of the Complying The Company has established a Risk
board should: Management Policy, a copy of which is available
on the Website.
(a) review the entity’s risk
management framework at The Board has delegated responsibilities
least annually to satisfy itself to the Management Risk Committee who
that it continues to be sound; then provides reports to the Board. The
and Board is responsible for approving policies
on risk assessment and management. The
(b) disclose, in relation to each Audit Committee regularly reviews the risk
reporting period, whether such management framework and policies of the
a review has taken place. Company.
7.3 A listed entity should disclose: Complying The Company does not have an internal audit
function. Management reviews the Company’s
(a) if it has an internal audit business units, organisational structure and
function, how the function accounting controls and processes on a regular
is structured and what role it basis and reports to the Audit Committee and in
performs; or turn to the Board; the Board is satisfied that the
processes in place to identify the Company’s
(b) if it does not have an internal
material business risks are appropriate and
audit function, that fact and
that these risks are being effectively managed.
the processes it employs for
GLG’s risk management processes continue to
evaluating and continually
be monitored and reported against. A copy of
improving the effectiveness
GLG’s Risk Management Policy is available on
of its risk management and
the Website.
internal control processes.
7.4 A listed entity should disclose Complying The Company’s operations are not subject to
whether it has any material any significant environmental regulations.
exposure to economic, The Directors believe that the Company has
environmental and social adequate systems in place for the management
sustainability risks and, if it does, of its environmental requirements and are not
how it manages or intends to aware of any breach of those environmental
manage those risks. requirements.
The current Management Risk Committee will
extend the risk coverage to include economic
and social sustainability risks.
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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ASX Recommendation Status Reference / Comment
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive
remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of
value for security holders and with the entity’s values and risk appetite.
8.1 The board of a listed entity should: Complying The Board has a formal Nomination &
Remuneration Committee comprising three
(a) have a remuneration members, two of whom is independent. The
committee which: current members are Grant Hummel (Non-
Executive Independent Director), Peter Tan
(1) has at least three members,
(Non-Executive Independent Director) and
a majority of whom are
Estina Ang (Executive Chairman). The Chair of
independent directors; and
the Nomination & Remuneration Committee is
Grant Hummel.
(2) is chaired by an independent
director,
The role of the Nomination & Remuneration
Committee is to review and make
and disclose:
recommendations to the Board on remuneration
(3) the charter of the committee; packages and practices applicable to the
Chief Executive Officer, Senior Executives and
(4) the members of the Directors themselves. This role also includes
committee; and responsibility for share option schemes,
incentive performance packages and retirement
(5) as at the end of each reporting and termination entitlements. Remuneration
period, the number of times
levels are competitively set to attract the most
the committee met throughout qualified and experienced Directors and Senior
the period and the individual
Executives. The Nomination & Remuneration
attendances of the members at
Committee’s may obtain independent advice on
those meetings; or
the appropriateness of remuneration packages.
The Nomination & Remuneration Committee’s
(b) if it does not have a
functions and powers are formalised in a
remuneration committee,
disclose that fact and the Charter and is posted on GLG’s website.
processes it employs for setting The number of times that the Nomination &
the level and composition of
Remuneration Committee met throughout the
remuneration for directors and financial year and the individual attendance of
senior executives and ensuring
the members at those meetings are disclosed in
that such remuneration is
the Company’s Annual Report and below under
appropriate and not excessive.
Directors’ Meetings.
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CORPORATE GOVERNANCE STATEMENT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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ASX Recommendation Status Reference / Comment
8.2 A listed entity should separately Complying Yes, details of the Directors and Senior
disclose its policies and practices Executives remuneration are set out in the
regarding the remuneration of Remuneration Report of the Annual Report.
non-executive directors and the The structure of Non-Executive Directors’
remuneration of executive directors remuneration is distinct from that of executives
and other senior executives. and is further detailed in the Remuneration
section of the Annual Report.
8.3 A listed entity which has an equity- Complying Currently the Company does not have an
based remuneration scheme equity-based 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.
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SUSTAINABILITY & SOLIDARITY ANNUAL REPORT 2021

Director's Report FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

The Directors of GLG Corp Ltd (“GLG” or “the Company”) submit herewith the annual financial report of the consolidated entity for the financial year ended 30 June 2021. 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

Founder, Chairman and CEO

Founder and Executive Chairman of GLG Corp Ltd and parent company, Ghim Li Group Pte Ltd and a member of its Nomination and Remuneration committee. Estina Ang Suan Hong is a lady armed with over 43 years of experience in the textile and apparel industry who leads a 9,000 strong workforce spanning the Southeast Asia region. She grew the business from 6 sewing machines as a sub-contractor to a global supplier of quality apparel to major retailers in the USA and throughout Europe.

Ms Estina Ang graduated from Nanyang University in 1974 with a Bachelor of Arts degree and is a member of the Singapore Institute of Directors, Textile and Fashion Singapore. She obtained The Entrepreneur of the Year Awards in 2001, listed in The 300 List in Singapore Tattler, named “The Emergent 25 Asia’s Latest Star Businesswomen” by Forbes Asia in 2018 and recipient of the Nanyang Alumni Achievement Award recognised for her outstanding contribution to her field in 2020 and also spearheaded the business expansion into Malaysia, Indonesia, Cambodia, USA and Hong Kong.

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FELICIA GAN PEILING

Chief Executive Officer (appointed on 1 July 2021)

Ms Gan joined the Board on 15 September 2015. She joined the Company in 2006 as a legal officer responsible for the legal compliance office. Ms Gan became the Deputy Chief Executive Officer on 20 February 2020 and became the Chief Executive Officer on 1 Jul 2021. She is currently responsible for the overall management of Finance, Textile Mill and Factories’ Operation, Business Development, Sales & Marketing including Outsourced Manufacturing and Product, Development and Design departments. 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.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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Peter Tan

Independent Director

Peter Tan was appointed as an independent director of the Board effective from 15 October 2019. He is currently the Chairman of the Audit Committee and a member of the Nomination and Remuneration Committee.

Mr Tan has more than 30 years’ experience in corporate accounting in Australia, Singapore and Indonesia.

Prior to joining the Group, he served as Group Chief Financial Officer or Financial Controller of various SGX-ST listed companies and unlisted corporations. He was an independent director of SGX-ST listed companies, Emerging Towns & Cities Singapore Ltd (“ETC”) from 24 June 2015 to 26 April 2018 and independent Director of PCI Limited (“PCI”) from 24 February 2017 to 01 June 2018. At ETC, he served as Chairman of its Audit Committee and a member of its Nominating and Corporate Governance and Remuneration Committees and at PCI he was a member of the Audit, Remuneration and Nominating Committees.

He obtained his Bachelor of Commerce degree majoring in Accounting and Management from the University of Western Australia (Perth) in 1981. Mr Tan is a Fellow of CPA Australia, a member of the Australian Institute of Management, a Fellow of the Institute of Singapore Chartered Accountants and a member of the Singapore Institute of Directors.

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GRANT HUMMEL

Independent Director

Grant Hummel was appointed to the Board as an independent director, on 1st December 2018. Mr. Hummel is a member of the Audit Committee and the Chairman of the Nomination and Remuneration Committee of the Board.

Grant has been a partner of a major Australian law firm for over a decade. He has experience with commercial and corporate transactions, with particular expertise in capital raisings, securities law, merger and acquisitions and the ASX Listing Rules. Grant is no stranger to GLG Corp, as he has been involved with the company, being part of the IPO and ASX listing team in 2005.

Grant Hummel holds Bachelor of Science (Honours) and Bachelor of Law (Honours) degrees from the University of Tasmania, Australia. He also has a Graduate Diploma of Applied Finance and Investment from Finsia (now Kaplan).

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

BOARD SKILLS MATRIX

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International/Global
Diversity
Executive Leadership
Risk & Compliance
Financial Acumen
Strategic and Commercial Acumen
0 2 4 6 8 10 12 14
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The results of the surveys are illustrated in the diagram below, with skill assessments out of an aggregated Board score of twelve (out of three for each director).

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’ SECURITY HOLDINGS

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 30 June 2021.

As at Acquisitions Disposals As at
Directors 1 July 2020 FY21 FY21 30 June 2021
Estina Ang Suan Hong 50,116,000 3,222,000 53,338,000
Felicia Gan Peiling 52,338,000 3,222,000 55,560,000
Peter Tan
Grant Hummel

The Directors do not hold any Options or Performance Rights.

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 49 to 56.

SHARE OPTIONS GRANTED TO DIRECTORS AND SENIOR MANAGEMENT

During and since the end of the financial year no share options (2020: nil) were granted to the directors as part of their remuneration.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

COMPANY SECRETARY

Mr Todd Richards resigned as Company Secretary on 30 November 2020 and Ms Rebecca Weir was appointed. Ms Weir is an employee of Boardroom Pty Limited (the Company’s Corporate Secretarial provider) and is the appointed Company Secretary for a number of Companies, including ASX listed, private unlisted, and smaller private start-up companies. Rebecca has a Bachelor of Laws Degree (LLB) from Keele University (UK) and has detailed knowledge of regulatory requirements, including ASIC and the ASX as well as best practices in Corporate Governance. Rebecca has completed the Graduate Diploma in Applied Corporate Governance and Risk Management and was awarded the Victorian Dux award (best in class) in Corporate Governance. Rebecca is an Associate Member of the Governance Institute of Australia (AGIA) and an Affiliated Member of the Chartered Governance Institute (ACGI).

PRINCIPAL ACTIVITIES

The consolidated entity’s principal activities in the course of the financial year were being a global supplier of knitwear, apparel, garment accessories like fabric facial masks and supply chain management operations.

REVIEW OF OPERATIONS

The global outbreak of COVID-19 pandemic has adversely the global supply chain and have hit the global textile and apparel industry hard as we continue to deal of global country sporadic lockdowns. A few of our factories had compulsorily suspended work and shutdown periodically as and when mandated by local governments and at the same time had to deal with yarn, fabric and trims delays from our suppliers. Simultaneously, container shortages and slow port turnaround times have further disrupted logistics supply chain causing considerable delays in our shipments to our customers.

On the positive side, additional government stimulus handouts have positively boosted retail sales demand from our customers and our sales have grown due to this and the work from home trend and growth of our athleisure casual active programs. Hence, this had a positively impact in this financial year. In additional, most of the postponed orders were fully resumed in this financial year. With the continuing strong demand from our customers, GLG has seen growth in our sales compared to last financial year and have acquired new customers. During the course of the year we have been actively expanding capabilities and capacity through including more outsourced factories into our network to cope with capacity demand and risk management of factory lockdowns. Cost management continue to be our key focus as our freight costs and raw material costs like yarn continue to surge. These unforeseen spike on costs has impacted GLG bottom line for this financial year ended 30 June 2021.

Health and safety of our employees remain our priority as we continue to implement safe distancing, quarantine measures and testing protocols which aim at protecting the health and safety of our employees. In additional, we have also implemented among the office employees staggered working hours to reduce possible congregation of employees at common spaces and to perform their work by telecommuting from home where possible. Our group has a high majority of vaccinated employees and we continue to encourage our employees to be vaccinated so that our factories can continue to stay open. We will continue to monitor and assess these measures and protocol to ensure that we remain in line with global recommended practices and guidelines.

The discussion above forms part of this Report of the Directors.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

Comparison of Consolidated Statement of Profit or Loss and Comprehensive Income for the financial year ended 30 June 2021 with that of 30 June 2020.

GLG’s sales increased by US$5.8m or 3.2% from US$178.0m in the previous year to US$183.8m in this financial year. This was mainly due to reinstatement orders from existing garment customers and growth in athleisure programs.

The gross margin weakened from 22% in the previous year to 18% in this financial year, mainly due to increase in yarn price and our need to support long running core annual programs.

Selling and distribution costs increased by 34.8% from US$6.7m in the previous year to US$9.1m in this financial year. This was mainly due to duty and freight cost incurred on reinstatement of sales from postponed Land-Duty Paid customers’ orders, increase in global freight rates and customs duties incurred by the subsidiaries.

Administrative expenses slightly decreased by 1.6% to US$11.7m compared to US$11.9m in the previous financial year. The decrease in costs was achieved through streamlining of manpower.

Finance costs decreased by 48.3% from US$3.5m in the previous year to US$1.8m in this financial year. The decrease was mainly due to lower interest rate and better cash management on invoice financing.

Other expenses decreased by 34.8% from US$15.0m to US$9.7m due to reduction in debts written off on outsource manufacturer and a joint-venture in the previous year.

Net profit after tax for GLG was US$2.3m, which represented a decrease of US$1.5m compared to the financial year ended 30 June 2020 of US$3.8m. Overall, the decrease was mainly due to lower gross margin generated in this financial year.

Comparison of the Consolidated Statement of Financial Position as at 30 June 2021 with that of 30 June 2020.

Trade and other receivables decreased by 27.9% from US$47.1m as at 30 June 2020 to US$34.0m as at 30 June 2021. The decrease was primarily due to the prompt settlement of payment from customers and partial write-off debts due from outsourced manufacturer.

Inventory increased by about 30.3% from US$26.4m as at 30 June 2020 to US$34.3m as at 30 June 2021. This was mainly attributed to an increase in the inventory of raw materials in the factories arising from yarn price increase and the need to purchase yarn and fabric in advance to meet the deliveries of customers’ orders amidst yarn price increases and sporadic country lockdowns affecting supply chain.

The right-of-use assets decreased by 13.3% from US$14.7m as at 30 June 2020 to US$12.7m as at 30 June 2021 mainly due to the amortised value of leases recognised as non-current assets in the Group’s statement of financial position as at 30 June 2021.

The intangible assets decreased by 22.6% from US$6.4m as at 30 June 2020 to US$5.0m as at 30 June 2021 mainly due to the goodwill impairment of US$0.8m of a subsidiary.

Current and non-current borrowings increased by 19.6% from US$45.4m as at 30 June 2020 to US$54.3m as at 30 June 2021, as a result of increase in trust receipts to meet the increase orders from buyers and advance purchases of yarn and fabric.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

Comparison of the Consolidated Statement of Cash Flows for the financial year ended 30 June 2021 with that of 30 June 2020.

The net cash flow generated from operating activities of US$20.1m was mainly due to higher revenue and prompt settlement from customers.

Net cash flows used in investing activities amounted to US$3.5m mainly due to investment in new machineries in fabric factory to increase the productivity and order requirements.

Net cash used in financial activities amounted to US$1.9m, was mainly attributed to the repayments to Ghim Li Group Pte Ltd for the Maxim’s acquisition amounted to US$8.2m and net off against the proceeds from bank’s borrowings amounted to US$8.9m.

As a result of the above, there was a net increase of US$14.7m in cash and cash equivalents for financial year ended 30 June 2020, from a net cash surplus of US$7.6m as at 30 June 2020 to a net cash surplus of US$22.3m as at 30 June 2021.

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

CHANGES IN STATE OF AFFAIRS

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

DIVIDENDS

As per security – Unfranked amount Record date Payment date
US Cents per security-US
Dividends (Distributions) cents
Interim ordinary unfranked 1.00 1.00 26 March 2021 15 April 2021
dividend
Proposed Final ordinary 1.00 1.00 20 September 2021 18 October 2021
unfranked Dividend
Total unfranked dividend 2.00 2.00

The financial effect of the final ordinary unfranked dividends has not been brought to account in the financial statements for the year ended 30 June 2021 and will be recognised in the subsequent financial period.

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 entities or the forecast of the likely result of the consolidated entities activities.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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 options during the year (2020: Nil).

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

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 related body corporate against a liability incurred as such a director, secretary or executive officer to the extent 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 three Board meetings, two Nomination and Remuneration Committee meetings and two Audit Committee meetings were held:

Board of directors Board of directors Nomination & Nomination & Audit committee Audit committee
remuneration committee
Directors Held Attended Held Attended Held Attended
Estina Ang Suan Hong 3 3 2 2 - -
Grant Hummel 3 3 2 2 2 2
Felicia Gan Peiling 3 3 - - - -
Peter Tan 3 3 2 2 2 2

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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 31 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.

The Directors are of the opinion that the services as disclosed in Note 31 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 decisionmaking 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 57 of this report.

ROUNDING OFF OF AMOUNTS

The company is a company of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports) Instrument 2016/191 and in accordance with that Corporations Instrument amounts in the directors’ report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

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 2021. 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'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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 as Executive Chairman and Chief Executive Officer

  • § Grant Hummel as Independent Non-Executive Director

  • § Felicia Gan Peiling as Executive Director and Deputy Chief Executive Officer (appointed as CEO 1 Jul 2021)

  • § Peter Tan as Independent Non-Executive Director

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:

  • § Susan Yong as Chief Operations Officer

  • § Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (resigned 9 Aug 2021)

  • § Lee Kwak Keh appointed as Chief Marketing Officer on 1 July 2020

REMUNERATION POLICY

The remuneration for Key Management Personnel is determined as follows:

  • § For the Executive Chairman, Chief Executive Officer, by the Nominations and Remuneration Committee 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. The amount has not changed since the Company listed in 2005.

  • § 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.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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 2021:

30 June 2021 30 June 2020 30 June 2019 30 June 2018 30 June 2017
US$’000 US$’000 US$’000 US$’000 US$’000
Revenue from all sources 183,804 178,047 175,709 180,606 156,041
Net proft before tax 3,890 5,223 1,438 3,806 4,477
Net proft after tax 2,261 3,796 455 2,395 4,193
Share price at start of year $0.10 $0.09 $0.10 $0.19 $0.15
Share price at end of year $0.27 $0.10 $0.09 $0.10 $0.19
Total Dividend (unfranked) $0.02
Basic earnings per share 3.05 cps 5.12 cps 0.61 cps 3.23 cps 5.66 cps
Diluted earnings per share 3.05 cps 5.12 cps 0.61 cps 3.23 cps 5.66 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 sheet 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.

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:

  • § 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 month. 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 month, 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.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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

2021 Post-
Share
employment Other long
based
benefts
term
payments,
Salary &
Salary
Non-
super -
employee
options
fees
supplement
monetary
Other
annuation
benefts
& rights
Total
US$
US$
US$
US$
US$
US$
US$
US$
Short term employment benefts
Directors
Estina Ang Suan Hong1
Peter Tan2
Grant Hummel
Felicia Gan Peiling1
Executives
Lee Kwak Keh3
Victoria Yong4
Susan Yong
Total
538,656
96,453


5,676


640,785
36,723






36,723
30,848






30,848
258,199
74,195


12,865


345,259
864,426
170,648


18,541


1,053,615
117,213
18,549


5,809


141,571
166,048
11,129


10,973


188,150
168,719
25,968


6,811


201,498
451,980
55,646


23,593


531,219
1,319,406
226,294


42,134


1,584,834
  1. Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Chief Executive Officer; Felicia Gan Peiling is the Chief Executive Officer (1 Jul 2021).

  2. Peter Tan appointed as Independent Director on 15 October 2019.

  3. Lee Kwak Keh appointed as Chief Marketing Office on 1 July 2020.

  4. Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (resigned 9 Aug 2021)

DIRECTOR'S REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

2020 Post-
Share
employment Other long
based
benefts
term
payments,
Salary &
Salary
Non-
super -
employee
options
fees
supplement
monetary
Other
annuation
benefts
& rights
Total
US$
US$
US$
US$
US$
US$
US$
US$
Short term employment benefts
Directors
Estina Ang Suan Hong1
Christopher Chong Meng Tak3
Peter Tan2
Grant Hummel
Felicia Gan Peiling1
Executives
Shawn Fung4
Victoria Yong5
Susan Yong
Total
520,579



6,494


527,073
9,639






9,639
24,981






24,981
28,344






28,344
185,754



8,865


194,619
769,297



15,359


784,656
91,890



5,369


97,259
78,507



9,551


88,058
133,802



8,559


142,361
304,199



23,479


327,678
1,073,496



38,838


1,112,334
  1. Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Chief Executive Officer; Felicia Gan Peiling is the Deputy Chief Executive Officer.

  2. Peter Tan appointed as Independent Director on 15 October 2019.

  3. Christopher Chong Meng Tak resigned as Lead Independent Director on 1 October 2019.

  4. Shawn Fung as Chief Financial Officer and Head of IT & Human Resources (resigned 31 January 2020)

  5. Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (appointed 24 February 2020)

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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

Directors Remuneration linked
Fixed remuneration
to performance
2021
2020
2021
2020
Estina Ang Suan Hong
Christopher Chong Meng Tak
Peter Tan
Grant Hummel
Felicia Gan Peiling
Executives
84.9%
100%
15.1%

100%

100%
100%
100%
100%
100%
100%
-
78.5%
100%
21.5%
-
Shawn Fung
Lee Kwak Keh
Victoria Yong
Susan Yong

100%

86.9%

13.1%
94.1%
100%
5.9%
87.1%
100%
12.9%

Note: Fixed remuneration consists of base pay plus other fixed allowances paid to the individual on a regular basis, whilst Performance-linked remuneration refers to variable bonus paid to the individual, dependent on company financial results and individual’s performance.

SALARY SUPPLEMENT / BONUSES PAYMENT AS COMPENSATION FOR THE CURRENT FINANCIAL YEAR

Madam Estina Ang Suan Hong was granted a salary supplement on 28 January 2021 of US$96,453 (FY2020: US$Nil) during the financial year ended 30 June 2021. This amount was paid on 28 January 2021 for her stewardship as Chief Executive Officer for the business, as the company did not pay any variable bonus to her.

Ms Felicia Gan Peiling was granted a salary supplement on 28 January 2021 of US$74,195 (FY2020: US$Nil) during the financial year ended 30 June 2021. This amount was paid on 28 January 2021 for her contribution as Chief Marketing Officer including business development for the business, although the company did not pay any variable bonus to her.

Ms Victoria Yong was granted a salary supplement on 28 January 2021 of US$11,129 (FY2020: US$Nil) during the financial year ended 30 June 2021. The amount was paid on 28 January 2021 for his contribution as Chief Financial Officer & Head of HR and IT for the business, although the company did not pay any variable bonus to her.

Ms Susan Yong was granted a salary supplement on 28 January 2021 of US$25,968 (FY2020: US$Nil) during the financial year ended 30 June 2021. The amount was paid on 28 January 2021 for her contribution as Executive Vice President, Sales Operations and Global Sourcing for the business although the company did not pay any variable bonus to her.

Mr Lee Kwak Keh was granted a salary supplement on 28 January 2021 of US$18,549 (FY2020: US$Nil) during the financial year ended 30 June 2021. The amount was paid on 28 January 2021 for his contribution as Chief Merchandising Officer for the business although the company did not pay any variable bonus to him

LOANS TO KEY MANAGEMENT PERSONNEL

GLG has not provided any loans to key management personnel.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL IN GLG

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

KEY MANAGEMENT PERSONNEL EQUITY HOLDINGS

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.
2020
Estina Ang Suan Hong (indirect
holding through Ghim Li Group)
Felicia Gan Peiling
2020
Estina Ang Suan Hong (indirect
holding through Ghim Li Group)
Felicia Gan Peiling
Christopher Chong Meng Tak*
50,116,000



53,338,000
2,222,000



2,222,000
50,116,000



50,116,000
2,222,000



2,222,000
110,001



110,001
  • Christopher Chong Meng Tak resigned on 1st October 2019

KEY TERMS OF EMPLOYMENT CONTRACT

A summary of the key term of employment are set out below for the financial year ended 30 June 2021:

Position Key term of service agreements

  • Chief Executive Officer § Base salary: US$538,656 (SG$726,000) excluding superannuation. The contract for remuneration is in Singapore Dollars.

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

  • § Termination payment: in lieu of notice

  • § Restraint and confidentiality provisions.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

Executive Director

  • § Base salary: US$258,199 (SG$348,000) excluding superannuation. The contract for remuneration is in Singapore Dollars.

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

  • § Termination payment: in lieu of notice

  • § Restraint and confidentiality provisions.

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’s 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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Felicia Gan

CEO

Singapore, 24th September 2021

AUDITORS INDEPENDENCE DECLARATION TO THE DIRECTORS OF GLG CORP LTD

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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GLG CORP LTD ANNUAL REPORT 2021

INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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49 56

INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Directors’ Declaration

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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 Australian Accounting Standards and giving a true and fair view of the financial position and performance of the consolidated entity; and

  • (d) 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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Felicia Gan CEO

Singapore, 24th September 2021

GLG CORP LTD ANNUAL REPORT 2021

Consolidated Statement of Profit or Loss and Other Comprehensive Income

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Note Consolidated
2021
2020
US$’000
US$’000
Revenue
5
Cost of sales
Gross proft
Other income
5
Distribution expenses
Administration expenses
6
Finance costs
7
Other expenses
8
Proft before income tax expense
Income tax expense
10(a)
Proft for the year
Other comprehensive income:
Items that will not be reclassifed subsequently to proft or loss:
Revaluation surplus/(defcit), on land and building, net of tax
29
Other comprehensive income, net of tax
Total comprehensive income for the year
Earnings per share:
From continuing operations:
Basic (cents per share)
21
Diluted (cents per share)
21
183,804
178,047
(150,712)
(138,892)
33,092
39,155
3,151
3,170
(9,083)
(6,739)
(11,715)
(11,909)
(1,813)
(3,504)
(9,742)
(14,950)
3,890
5,223
(1,629)
(1,427)
2,261
3,796
267
(1,438)
267
(1,438)
2,528
2,358
3.05
5.12
3.05
5.12

Notes to the Financial Statements are included on pages 66 to 107

GLG CORP LTD ANNUAL REPORT 2021

Consolidated Statement of Financial Position AS AT 30 JUNE 2021

Note Consolidated
2021
2020
US$’000
US$’000
Current assets
Cash and cash equivalents
25(a)
Trade and other receivables
11
Inventory
13
Other assets
15
Total current assets
Non-current assets
Other fnancial assets
12
Intangible assets
16
Right-of-use assets
27
Property, plant and equipment
14
Total non-current assets
Total assets
Current liabilities
Trade and other payables
17
Borrowings
18
Lease liability
27
Current tax liabilities
10(b)
Total current liabilities
Non-current liabilities
Borrowings
18
Lease liability
27
Deferred tax liabilities
10(c)
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
19
Revaluation reserves
26
Merger reserves
26
Retained earnings
20
Total equity
22,280
7,614
33,966
47,098
34,338
26,352
1,671
1,855
92,255
82,919
8,871
6,871
4,963
6,409
12,746
14,694
32,296
33,123
58,876
61,097
151,131
144,016
24,070
25,508
49,621
42,148
1,981
1,875
635
1,369
76,307
70,900
4,646
3,230
11,683
13,520
3,089
2,747
19,418
19,497
95,725
90,397
55,406
53,619
10,322
10,322
3,745
3,478
(14,812)
(14,812)
56,151
54,631
55,406
53,619

Notes to the Financial Statements are included on pages 66 to 107

GLG CORP LTD ANNUAL REPORT 2021

Consolidated Statement of Changes in Equity

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Asset
Issued
Revaluation
Merger
Retained
Capital
Reserve
Reserve
Earnings
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Consolidated
Balance at 1 July 2019
Proft for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at 30 June 2020
Balance at 1 July 2020
Dividend declared
Proft for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at 30 June 2021
10,322
4,916
(14,812)
50,835
51,261



3,796
3,796

(1,438)


(1,438)

(1,438)

3,796
2,358
10,322
3,478
(14,812)
54,631
53,619
10,322
3,478
(14,812)
54,631
53,619



(741)
(741)



2,261
2,261

267


267

267

2,261
2,528
10,322
3,745
(14,812)
56,151
55,406

Notes to the Financial Statements are included on pages 66 to 107

GLG CORP LTD ANNUAL REPORT 2021

Consolidated Statement of Cash Flows

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Note Consolidated
2021
2020
US$’000
US$’000
Cash fows from operating activities
Receipts from customers
Receipts from insurance compensation
Payments to suppliers and employees
Net (payments to)/ proceeds from outsourced manufacturing suppliers
Interest income
Interest and other costs of fnance paid
Interest paid on lease liabilities
Income tax paid
Net cash provided by operating activities
25(c)
Cash fows from investing activities
Purchase of property, plant and equipment
Disposal of property, plant and equipment
Disposal of software
Purchase of software
Disposal of subsidiary
Net cash (used in)/ from investing activities
Cash fows from fnancing activities
Net Proceeds from/ (Repayment of) borrowings
Repayments of lease liability
Repayments to Ghim Li Group
Repayment to key management personnel
Dividend paid
Net cash used in fnancing activities
25(d)
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
25(a)
191,737
178,271
2,517
431
(167,195)
(171,127)
(3,395)
29,412
20
3
(885)
(2,415)
(624)
(685)
(2,106)
(642)
20,069
33,248
(3,492)
(1,966)
21
10,682

21

(3)

1,320
(3,471)
10,054
8,889
(25,202)
(1,908)
(1,717)
(8,177)
(10,415)

(3,658)
(736)
(1,932)
(40,992)
14,666
2,310
7,614
5,304
22,280
7,614

Notes to the Financial Statements are included on pages 66 to 107

GLG CORP LTD ANNUAL REPORT 2021

Notes to the Financial Report

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

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 Suite 4201 21 Jalan Mesin, Level 42 Australia Square Singapore 368819 Sydney NSW 2000 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 GLG. 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 GLG comply with International Financial Reporting Standards (‘IFRS’).

The financial statements were authorised for issue by the Directors on 24th September 2021.

Basis of preparation

The consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars, unless otherwise noted.

The consolidated entity satisfies the requirements of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 issued by the Australian Securities and Investments Commission in relation to rounding of amounts in the directors' report and the financial statements to the nearest thousand dollars. Amounts have been rounded off in the financial statements in accordance with that Legislative Instrument.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on 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; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

Fair value hierarchy

The following details the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

Assets and liabilities measured at fair value include:

  • Freehold and leasehold land and buildings - Level 3 – refer to Note 14 for further details

  • Contingent consideration - Level 3- refer to Note 17 for further details

There were no transfers between levels during the period.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

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.

Standards and Interpretations adopted

Any new, revised, or amending accounting standards or interpretations that are not yet mandatory have not been early adopted.

(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 24 to the financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.

(b) Foreign currency

The individual financial statements of each GLG 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;

  • (ii) exchange differences on transactions entered into in order to hedge certain foreign currency risks, there are no hedging activities undertaken in the current year; 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.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

  • (c) 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.

  • (d) Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, financial assets at ‘amortised cost’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Cash and cash equivalents, trade receivables, other assets and other financial assets are measured at amortised cost using the effective interest method less impairment.

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’.

The Company recognises an impairment gain or loss in profit or loss for the amount that the expected credit loss is updated to reflect these changes in credit risk. 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.

The Company 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 GLG neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, GLG recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If GLG retains substantially all the risks and rewards of ownership of a transferred financial asset, GLG continues to recognise the financial assets and also recognises collateralised borrowings for the proceeds received.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

(e) Impairment of tangible and intangible assets

At the end of each reporting period, GLG 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, GLG 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 GLG 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.

(f) 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.

(g) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, and it is probable that the Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, 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 reimbursement will be received and the amount of the receivable can be measured reliably.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

(h) Financial instruments issued by the Company

Trade and other payables and borrowings are initially measured at fair value, net of transaction costs.

Trade and other payables and borrowings are subsequently measured at amortised cost using the effective interest method.

  • (i) Non-current assets or disposal groups classified as held for sale

Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable.

An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised.

Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised.

Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented separately on the facial of the statement of financial position, in current assets. The liabilities of disposal groups classified as held for sale are presented separately on the facial of the statement of financial position, in current liabilities.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of GLG’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. One such other factor considered in management’s estimates and associated assumptions for the current year includes the Covid-19 pandemic. Due to the degree of uncertainty of the pandemic, the limited recent exposure of the economic and financial impacts and the limited amount of time between the emergence of the pandemic and the reporting date, management have found it necessary to incorporate this ongoing event into the key judgements and estimates made in the preparation of the financial statements in order to reflect the resulting increased estimation uncertainty. Actual results may differ from these estimates.

Impairment of receivables and impairment of goodwill are two key areas of estimates and judgements. Refer to Notes 11 and 16 for further details. The estimates and judgements involved in the revaluation of property plant and equipment and also in determining the lease terms and incremental borrowing rates are also key areas of estimates and judgements. Refer to Notes 14 and 27 for further details.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

4. SEGMENT INFORMATION

Identification of reportable operating segments

The consolidated entity is organised into two operating segments: fabric and garments. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments and management do not review information by geographic segment nor do they review segment assets or liabilities.

The directors’ review EBIT (earnings before interest and tax). The accounting policies adopted for internal reporting to the directors are consistent with those adopted in the financial statements.

Revenues of US$54.5m (2020: US$45.7m), US$26.9m (2020: US$15.4m) and US$32.4m (2020: US$30.9m) derived from three single customers of the Company. Each of these separate revenues amount to more than 10% of the Company’s revenues from external customers.

Types of products and services

The principal products and services of each of these operating segments are as follows:

Fabric the manufacture and wholesaling of fabric Garments the manufacturing and wholesaling of garments and fabric mask

Intersegment transactions

Intersegment transactions were made at market rates. The garment retailing operating segment purchases fabric from the fabric manufacturing operating segment. Intersegment transactions are eliminated on consolidation.

Operating segment information

Operating segment information
Consolidated – 30 June 2021 Intersegment
Fabric
Garments
eliminations
US$’000
US$’000
US$’000
Total
US$’000
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest received
Depreciation and amortisation
Stock written back
Impairment on goodwill
Impairment loss on receivables
Loss on written of property, plant and equipment
EBIT
Finance costs
Proft before income tax expense
Income tax expense
Proft after income tax expense
611
183,193

69,762

(69,762)
183,804
70,373
183,193
(69,762)
183,804
1
19
20
(2,382)
(3,540)
(5,922)

2,662
2,662

(841)
(841)
43
(7,173)
1,004
(6,126)
(1,459)

(1,459)
1,883
3,820
5,703
(1,813)
3,890
(1,629)
2,261

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

4. SEGMENT INFORMATION (cont’d)

SEGMENT INFORMATION (cont’d)
Consolidated – 30 June 2020 Intersegment
Fabric
Garments
eliminations
US$’000
US$’000
US$’000
Total
US$’000
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest received
Depreciation
Impairment loss on receivables
EBIT
Finance costs
Proft before income tax expense
Income tax expense
Proft after income tax expense
1,478
176,569

51,478
33
(51,511)
178,047
52,956
176,602
(51,511)
178,047
1
2
3
(2,205)
(3,529)
(5,734)

(11,900)
(11,900)
6,655
2,072
8,727
(3,504)
5,223
(1,427)
3,796

Revenue attributable to external customers is disclosed below, based on the location of the external customer:

Fabric
2021
2020
US$’000
US$’000
Cambodia
India
Madagascar
Malaysia
Myanmar
Singapore

482
430
202
11

134
125

599
36
70
611
1,478
Garments
2021
2020
US$’000
US$’000
Canada
Europe
Japan
Singapore
USA
Cambodia
Vietnam
Others
29,129
15,427
1,022
529
55
60
21,162
44,813
131,051
113,339
96
667

265
678
1,469
183,193
176,569

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

5. REVENUE

Revenue recognition

The consolidated entity recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

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 control of the goods and the cessation of all involvement in those goods.

Interest income

Interest income is recognised on a time proportionate basis that takes into account by applying the effective interest rate.

interest rate.
Consolidated
2021
2020
US$’000
US$’000
Revenue from the sale of goods
Other income
Sample income
Interest income
Insurance compensation
Payable written back
Debts recovered
Gain on disposal of subsidiary
Government grant
Other
Total other income
183,804
178,047
25
39
20
3
2,517
431

298
74


1,320
321
408
194
671
3,151
3,170
186,955
181,217

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

5. REVENUE (cont’d)

Disaggregation of revenue

Revenue is disaggregated by the country in which the customer is located as this depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See further detail on revenue by location of external customer within Note 4.

6. ADMINISTRATION EXPENSES

Consolidated
2021
2020
US$’000
US$’000
Employee compensation
Leased rental and equipment expenses
Management fees
Insurance
Couriers
Other administration expenses
7,298
7,718
36
52
628
713
215
296
427
363
3,111
2,767
11,715
11,909

7. FINANCE COSTS

Consolidated
2021
2020
US$’000
US$’000
Interest on loans
Interest on lease
Interest on obligations under fnance leases
Bank charges
Total interest and bank charges
Line of credit charges
389
825
624
685
6
9
169
284
1,188
1,803
625
1,701
1,813
3,504

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

8. OTHER EXPENSES

Consolidated
2021
2020
US$’000
US$’000
Commitment fee
Legal and professional fee
Bad and doubtful debts
Bad debts from outsourced manufacturer(i)
Impairment on goodwill
Property, plant and machineries written of
Others

2,298
16
36
120
1,900
5,974
10,000
841

1,459

1,332
716
9,742
14,950

(i) Management assessed the GLIT’s (outsourced manufacturer) financial capacity and the integral supporting supplier relationship with the group and had determined that a write-off was needed based on the current and future relationship between GLIT entities and the group.

9. PROFIT FOR THE YEAR BEFORE INCOME TAX EXPENSE

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

Consolidated
2021
2020
US$’000
US$’000
Loss on written of property, plant and equipment
Impairment on goodwill
(Written back)/ Impairment on inventory
Net foreign exchange loss/ (gain)
Depreciation of non-current assets
Amortisation of intangible assets
Amortisation of right-of-use assets
Lease rental expenses:
Minimum lease payments
Employee beneft expense:
Salaries, wages, and bonuses
Post-employment benefts:
Defned contribution plans
Total employee beneft expenses
1,459
35
841

(2,662)
2,890
43
(358)
3,191
3,233
605
502
2,126
1,999
100
134
26,011
25,253
646
982
26,657
26,235

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

10. INCOME TAXES

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 is recognised on temporary 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. However, deferred tax 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 interest in 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 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 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.

There were no franking credits for 2020 nor 2021.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the Consolidated Statement of profit or loss and other 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.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

10. INCOME TAXES (cont’d)

(a) Income tax recognised in profit or loss

Consolidated
2021
2020
US$’000
US$’000
Tax expense comprises:
Current tax expense in respect of the current year
1,312
1,641
Deferred tax expense in respect of the current year
(105)
534
(Under)/ over provision of deferred tax in prior fnancial year
366
(695)
Adjustments recognized in the current year in relation to prior years
56
(53)
Total tax expense
1,629
1,427
The prima facie income tax expense on pre-tax accounting proft from operations reconciles to the income tax
expense in the fnancial statements as follows:
Proft from operations
3,890
5,223
Income tax expense calculated at 30%
1,167
1,567
Efect of expenses that are not deductible in determining taxable proft
1,834
2,810
Efect of tax allowance
(740)
(117)
Efect of tax losses not recognised
(105)
524
Efects of diferent tax rates of subsidiaries operating in other jurisdictions(a)
(668)
209
Utilisation of deferred tax assets not recognised previously
(394)
(2,843)
Under/ (over) provision of deferred tax in prior fnancial year
366
(695)
1,460
1,455
Other
113
34
1,573
1,489
Adjustments recognised in the current year in relation to the current tax
of prior years
56
(62)
Income tax expense recognised in proft
1,629
1,427
1,312
1,641
(105)
534
366
(695)
56
(53)
1,629
1,427
1,460
1,455
113
34
1,573
1,489
56
(62)
1,629
1,427

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:

(a) 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, Malaysia and Hong Kong, in which these entities are taxed at the respective local tax rates.

Unrecognised deferred tax assets in relation to tax losses at year end amounted to approximately $1,216,000.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

10. INCOME TAXES (cont’d)

(b) Current tax liabilities

Consolidated
2021
2020
US$’000
US$’000
Current tax liabilities
Income tax payable attributable to entities in the consolidated GLG
635
1,369
635
1,369

(c) Deferred tax balances

Deferred tax liabilities arise from the following:


2021 Consolidated
Opening
Charged
Charged Acquisitions Exchange
Changes
Closing
balance
to income to Equity
/disposals diferences in tax rate balance
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000
Consolidated
Opening
Charged
Charged Acquisitions Exchange
Changes
Closing
balance
to income to Equity
/disposals diferences in tax rate balance
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000
Temporary diferences
Property, plant and equipment
2,747
257
85



3,089
2,747
257
85



3,089
Unused tax loses and other credits:
Nil














2,747
257
85



3,089
Presented in the statement of fnancial position as follows:
Deferred tax liability
3,089
Consolidated
Opening
Charged
Charged Acquisitions Exchange
Changes
Closing
balance
to income to Equity
/disposals diferences in tax rate balance
2020
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000
2,747
257
85


3,089
2,747
257
85


3,089





2,747
257
85


3,089
3,089
Temporary diferences
Property, plant and equipment
1,807
(157)
1,097



2,747
1,807
(157)
1,097



2,747
Unused tax loses and other credits:
Nil














1,807
(157)
1,097



2,747
1,807
(157)
1,097



2,747
1,807
(157)
1,097



2,747






1,807
(157)
1,097



2,747

Presented in the statement of financial position as follows:

Deferred tax liability

2,747

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

11. TRADE AND OTHER RECEIVABLES

Consolidated
2021
2020
US$’000
US$’000
Trade receivables
Trade customers
GLIT Holdings
Outsourced manufacturing suppliers
Allowance for expected credit losses
Trade receivables
Other receivables
Other receivables
Goods and services tax recoverable
Other receivables
Less:
Payable to outsourced manufacturing suppliers
Payable to GLIT Holdings
13,330
22,235
5,056
6,406
14,163
18,407

(43)
32,549
47,005
1,415
1,564
457
1,872
1,564
(455)
(450)

(1,021)
33,966
47,098

The average credit period on sales of goods and rendering of services is 75 days. No interest is charged on the trade receivables outstanding balance.

Before accepting any new customers, GLG uses an external scoring system to assess the potential customer’s credit quality and defines credit limits by customers. Limits and scoring attributed to customers are reviewed twice a year. 99.6% of the trade receivables that are neither past due nor impaired have the best credit scoring attributable under the external credit scoring system used by GLG.

Included in GLG’s trade receivable balance are debtors with a carrying amount of US$0.05m (2020: US$1.7m) which are past due at the reporting date. There has been no significant change in credit quality and all amounts are considered recoverable. GLG does not hold any collateral over these balances.

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

11. TRADE AND OTHER RECEIVABLES (cont’d)

Consolidated
2021
2020
US$’000
US$’000
Age of receivables past due, but not impaired
30 – 60 days
60 – 90 days
90 – 120 days
More than 120 days
Total
Movement in the allowance for expected credit loss
Balance at the beginning of the year
Charge to proft or loss
Allowance written of during the year
Balance at the end of the year
36
985
2
322

100
11
257
49
1,664
43

(43)
43


43

In determining the recoverability of trade receivables, GLG considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. Credit risk is concentrated with a few significant counterparties.

Allowance for expected credit losses of receivables – estimates and judgements

GLG assesses impairment at the end of each reporting period by evaluating the conditions and events specific to GLG that may be indicative of impairment triggers.

GLIT Holdings Pte Ltd (GLIT) and its operating subsidiaries provide outsourced manufacturing services to GLG Corp. GLG Corp provides working capital and fabric to GLIT as part of the arrangement. When fabric is acquired by GLIT, GLG Corp issues a letter of credit on their behalf. In order to maximize the discounts available, GLG Corp converts for GLIT the letter of credit it has issued into a Trust Receipt. The Bank will immediately pay the fabric supplier. Once GLIT invoices GLG Corp, a trade payable is recorded. GLG Corp has a legally enforceable right to offset the amount owed by GLIT and settle the balance, if any, with GLIT on a net basis. The offset takes place between 90 days to 120 days depending on the date of maturity of the Trust Receipt.

GLIT Holdings Pte Ltd and its subsidiaries that provide subcontracted manufacturing operations were disposed of by the Ghim Li Group in 2005 as part of a management buy out. GLIT continue to operate as GLG’s outsourced manufacturing partner.

The GLIT Receivables (collectively the receivables from GLIT Holdings and receivables from outsourced manufacturing suppliers) carrying value of $18.8m is estimated to be recoverable on the basis that GLIT continues to operate as our outsourced manufacturing partner dedicated to serve the day-to-day needs of GLG Corp. It is assumed that GLIT has sufficient resources, financial and otherwise to support the order fulfilment processes in the factories, with guidance and loadings from GLG Corp. The valuation of GLIT receivable is evaluated to be recoverable based on the assumption on the accessibility of trust receipts available for offset and the amount of available collateral in place, the turnover of the balance as part of the overall working capital cycle of the group and, if necessary, payables or other assets made available to offset or guarantee the balance.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

11. TRADE AND OTHER RECEIVABLES (cont’d)

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.

The overall severity and duration of the Covid-19 pandemic is unknown at the reporting date. In determining the ELC provision, forward looking macro-economic information and assumptions relating to the pandemic and other economic indicators have been considered. Both forward looking information and analysis based on the Group’s historical loss experience have been used to determine the ECL provision.

12. OTHER FINANCIAL ASSETS

Consolidated
2021
2020
US$’000
US$’000
Non-current
Security deposit
Ofce rental deposit(i)
Disclosed in the fnancial statements as:
Total Non-current other fnancial assets
7,000
5,000
1,871
1,871
8,871
6,871
8,871
6,871

(i) US$1.9m of rental deposit paid for the 10 years lease rental from Ghim Li Group Pte Ltd (FY2020: US$1.9m).

13. INVENTORY

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.

Consolidated
2021
2020
US$’000
US$’000
Raw materials
Work in progress
Goods in transit
Consumables
Stock lot
Finished goods
Provision of obsolescence stock
Total
14,344
8,042
10,533
10,936
5,687
2,124
12
4
746
1,209
3,016
6,927

(2,890)
34,338
26,352

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

14. 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 Statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Assets are pledged as security – refer further to Note 18.

Land and buildings are initially recognized at cost. Freehold land is subsequently carried at the revalued amount less accumulated impairment losses. Buildings and leasehold land are subsequently carried at the revalued amounts less accumulated depreciation and 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 lease period is for 60 years, ending 2050. 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:

Building on freehold land 50 years
Leasehold properties Over term of lease
Plant and machinery 10 years
Furniture, fttings and ofce equipment 3-10 years
Motor vehicles 5-10 years

Assets and liabilities measured at fair value include:

  • § Freehold and leasehold land and buildings - Level 3

  • § Freehold and leasehold land and buildings of the Company were revalued on 30 June 2021 by One Asia Property Consultants (KL) Sdn. Bhd, an external, independent and registered valuer. The comparison method was adopted in arriving at the market value of the freehold and leasehold land and buildings. In estimating the fair value of the properties, the highest and best use of the properties is their current use. There has been no change to the valuation technique as compared with previous financial year and revaluations are done on an annual basis.

Freehold and leasehold land and buildings at valuation are categorised as Level 3 fair value, which has been generally derived using the sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input to this valuation approach is price per square foot of comparable properties.

Relationship of
Valuation Unobservable Weighted unobservable
Description Approach inputs Range of inputs average inputs to fair value
Leasehold Sales Price per square RM27-65 per square RM28 per square The higher the
Property comparison foot foot for land foot for land price per square
RM30-100 per square
foot for building
RM75 per square
foot for building
foot the higher the
fair value
RM = Malaysian
Ringgit currency
Freehold Sales Price per square RM37 to 61 per square RM50 per square The higher the
property comparison foot foot for land foot for land price per square
RM40 to 100 per
square foot for
RM73 per square
foot for building
foot, the higher the
fair value
building
RM = Malaysian
Ringgit currency

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

14. PROPERTY, PLANT AND EQUIPMENT (cont’d)

Valuation of land and buildings – estimates and judgements

GLG has determined that the revaluation model is more appropriate for reflecting the value of their land and buildings.

Consolidated
2021
2020
US$’000
US$’000
Land and Buildings
Freehold
Land at independent valuation
Building at independent valuation
Total land and building
Carrying amount of all freehold land had it been carried under the cost model
Leasehold
Land at independent valuation
Building at independent valuation
Total land and building
Carrying amount of all leasehold had it been carried under the cost model
Plant and Equipment
Plant and equipment:
At cost
Accumulated depreciation
Plant and equipment with net carrying amount were acquired under fnance leases:
At cost
Accumulated depreciation
Plant and equipment with net carrying amount were acquired under bank
borrowings:
At cost
Accumulated depreciation
Total plant and equipment
Total property, plant and equipment
2,849
2,849
2,477
2,477
5,326
5,326
4,353
4,353
4,121
3,971
5,575
5,373
9,696
9,344
4,744
4,795
32,952
34,605
(18,606)
(16,902)
14,346
17,703
327
242
(166)
(94)
161
148
3,890
616
(1,123)
(14)
2,767
602
17,274
18,453
32,296
33,123

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

14. PROPERTY, PLANT AND EQUIPMENT (cont’d)

PROPERTY, PL ANT AND EQUIPMENT (cont’d)
Cost Plant and
Other
Motor
machinery Renovation
assets
vehicles
Total
US$’000
US$’000
US$’000 US$’000 US$’000
Consolidated
At Cost
Leasehold
Freehold land
land and
and buildings
buildings Sub-total
US$’000
US$’000
US$’000
At Valuation
Balance as at
1 July 2019
5,326 9,684 15,010 25,224
4,075
3,607
672
48,588
Additions


1,574
191
193
30
1,988
Disposals


(70)
(32)


(102)
Revaluation defcit

(341)
(341)




(341)
Balance as at
30 June 2020 5,326 9,343
14,669
26,728
4,234
3,800
702
50,133
Additions



3,290
113
63
26
3,492
Disposals



(1,778)

(1)
(8)
(1,787)
Revaluation surplus

352
352




352
Balance as at
30 June 2021 5,326 9,695
15,021
28,240
4,347
3,862
720
52,190
Accumulated depreciation
Balance as at
1 July 2019



7,758
2,910
2,716
440
13,824
Depreciation
expense



2,494
400
262
77
3,233
Depreciation
on disposals



(34)
(13)


(47)
Balance as at
30 June 2020



10,218
3,297
2,978
517
17,010
Depreciation
expense



2,568
325
226
72
3,191
Depreciation
on disposals



(298)

(1)
(8)
(307)
Balance as at
30 June 2021 –


12,488
3,622
3,203
581
19,894
Net book value
As at 30 June 2020
5,326
9,343
14,669
16,510
937
822
185
33,123
As at 30 June 2021
5,326
9,695
15,021
15,752
725
659
139
32,296

Other assets comprise of computers, furniture and fittings, hostel and office equipment.

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

15.OTHER ASSETS

Consolidated
2021
2020
US$’000
US$’000
Current
Prepayments
1,671
1,855

16. INTANGIBLE ASSETS

INTANGIBLE ASSETS
Cost Consolidated
Trademark
& customers
Software
Goodwill
network
Others
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Balance as at 1 July 2019 2,150
1,841
2,518
407
6,916
Additions 3



3
Balance as at 30 June 2020 2,153
1,841
2,518
407
6,919
Additions



Balance as at 30 June 2021 2,153
1,841
2,518
407
6,919
Accumulated Depreciation
Balance as at 1 July 2019
8



8
Amortisation 114

252
136
502
Classifed as held for sale 122

252
136
510
Balance as at 30 June 2020 122

252
136
510
Amortisation 217
252
136
605
Impairment
841


841
Balance as at 30 June 2021 339
841
504
272
1,956
Net book value
As at 30 June 2020
2,031
1,841
2,266
271
6,409
As at 30 June 2021 1,814
1,000
2,014
135
4,963

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

16. INTANGIBLE ASSETS (cont’d)

Software

Computer software is stated as intangible assets in the statement of financial position and amortised on the straight line method over 3 -10 years.

Goodwill – recognition and measurement

All business combinations are accounted for by applying the acquisition method. Goodwill represent the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired and has an indefinite useful life. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is assessed as part of the Ghim Li Fashion (M) Sdn Bhd CGU. Goodwill is not amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment.

Trademark and customers network

Trademark and customers network are stated as intangible assets in the statement of financial position and amortised on the straight-line method over 10 years.

Goodwill – estimates and judgements

GLG assesses impairment at the end of each reporting period by evaluating the conditions and events specific to GLG that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-inuse calculations which incorporate various key assumptions within the CGU. The value in use is based on the cash flow projections for a period of three years. The cash flow projections are based on the FY2022 budget that has been approved by the board with estimated increase in sales of 24% for FY2022, growth rate of 5% for FY2023 and FY2024 with a terminal growth rate of 2%. As part of the annual impairment test for goodwill, management assesses the reasonableness of growth rate assumptions by reviewing historical cash flow projections and future growth objectives.

The pre-tax discount rate applied to these cash flow projections is 5.5%. The discount rate has been determined using the weighted average cost of capital which incorporates both the cost of debt and the cost of capital. The tax rate applied in the valuation model is based on the corporate tax rate in Malaysia of 24%.

Management have incorporated the impact of the ongoing Covid-19 pandemic into the assumptions used in its forecast. Assumptions used in impairment testing reflect management’s view and best estimate of the likely scenario based on current available information.

During the year, the amount of $841,000 was recognised as impairment loss in relation to goodwill based on the impairment analysis which factored in the effects of the Covid-19 to determine the impairment for the year ended 30 June 2021.

Management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the cash generating unit to materially exceed its recoverable amount.

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

17. TRADE AND OTHER PAYABLES

Consolidated
2021
2020
US$’000
US$’000
Trade payables(i)
Other payables
Ghim Li Group(ii)
Accruals – employee remuneration
Accruals – late shipment claim(iii)
Accruals – audit fee
Accruals – TR interest
Accruals – others
Less:
Receivables from Ghim Li Group (ii)
13,983
8,153
3,394
3,645
2,251
17,908
2,042
2,469
1,582

87
104
109
116
622
593
24,070
32,988

(7,480)
24,070
25,508
  • (i) The average credit period on purchases of certain goods is 4 months. No interest is charged on the outstanding balance of trade payables. GLG has financial risk management policies in place to ensure that all payables are paid within the credit time frame.

  • (ii) The 30 June 2020 payable due to Ghim Li Group (majority shareholder of GLG) represents the outstanding amount of contingent consideration of US$13.3m owed by GLG for the purchase consideration payable for the acquisition of Maxim entities in December 2016. This balance was fully settled during the period ended 31 December 2020. The current payable due to Ghim Li Group from Ghim Li Global of US$5.4m. The receivables of US$3.2m from Maxim SG to Ghim Li Group as at 30 June 2021.

  • (iii) Malaysia and Cambodia government took the necessary tight control due to Covid-19 pandemic and locked down the non-essential businesses. These restrictions had resulted in delayed shipments to buyers and there are potential claims from those buyers for those late deliveries.

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

18. BORROWINGS

Consolidated
2021
2020
US$’000
US$’000
Secured–at amortised cost
Current
Trust receipts (Gross) (i)
Bills payable (Gross)
Finance lease liabilities
Bank loan
Term loan
Total
Non-current
Finance lease liabilities
Bank loan
Term loan
Disclosed in the fnancial statements as:
Current borrowings
Non-current borrowings
47,710
35,641

145
47
39
620
4,938
1,244
1,385
49,621
42,148
91
93
3,099
350
1,456
2,787
4,646
3,230
49,621
42,148
4,646
3,230
54,267
45,378

Summary of borrowing arrangements:

(i) Secured by a negative pledge over all assets of Ghim Li Global Pte Ltd, some of which are also secured by a corporate guarantee from Ghim Li Group Pte Ltd. Refer to Terms & Conditions of Borrowing Balance for details.

Banking relationship: GLG uses bank facilities to support the working capital requirement of its operations. Presently, the bank facilities provided to GLG are uncommitted short term trade financing facilities which are renewable annually by the banks and long term financing facilities.

At 30 June 2021 GLG Corp Ltd had short term financing facilities available of US$142.8m, long-term financing facilities available of US$6.1m and foreign exchange available of US$18.6m. (Short term: US$60.4m was used and US$82.4m was unused. Long-term: US$2.7m was used and US$3.4m was unused. Foreign exchange of US$3.1m was used and US$15.5m was unused). Compared with US$129.1m of short term financing facilities, long-term financing facilities available of US$5.7m and foreign exchange available of US$12.1m. (Short term: US$44.1m was used and US$85.0m was unused. Long-term: US$4.2m was used and US$1.5m was unused. Foreign exchange of US$12.1m was unused). GLG believe that it will continue to have the strong support from main bankers for its working capital and capital expenditure requirements.

The facilities used are inclusive of the contingent liabilities as disclosed in note 22.

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

18. BORROWINGS (cont’d)

Terms & Conditions of Borrowing Balances:

  • 1) Trust Receipts are denominated in USD bear weighted average effective interest rate of 1.91% (2020: 3.51%) per annum for a tenure of 4 months. $8.2m of these are also secured by corporate guarantee from major shareholder, Ghim Li Group. Trust receipts are a discount form of supplier credit. In commercial terms, they are accounts payable.

  • 2) Term Loan relates to purchase of property, plant and machinery of the Company’s subsidiaries and are secured by a negative pledge of the assets of the Company. The loan repayment period varies from 8 to 10 years for property and 5 to 6 years for plant and machinery. The weighted average effective interest rate for such loans is 4.27% per annum (2020: 4.76% per annum).

  • 3) Bills Payable are amounts received from banks for discounting sales invoices billed to customers, with weighted average effective interest rate of 1.33% (2020: 3.51%) per annum.

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

2021 2020
Bank loans 2.88% p.a. 4.45% p.a.
Term loan 4.27% p.a. 4.76% p.a.
Trust receipts / Bill payable 1.33%-1.91% p.a. 3.51% p.a.
Finance lease liabilities 5.05% p.a. 5.53% p.a.

19. ISSUED CAPITAL

Consolidated
2021
2020
US$’000
US$’000
74,100,000 (2020: 74,100,000) fully paid ordinary shares 10,322
10,322

Ordinary shares:

  • Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote on a show of hands.

  • Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the winding up of GLG in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and GLG does not have a limited amount of authorised capital.

Consolidated
No.
2021
No.
2020
’000
US$’000
’000
US$’000
Fully paid ordinary shares
Balance at beginning of fnancial year
Balance at end of fnancial year
74,100
10,322
74,100
10,322
74,100
10,322
74,100
10,322

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

20. RETAINED EARNINGS

Consolidated
2021
2020
US$’000
US$’000
Balance at beginning of fnancial year
Dividend declared
Net proft attributable to members of the parent entity
Balance at end of fnancial year
54,631
50,835
(741)

2,261
3,796
56,151
54,631

21. EARNINGS PER SHARE

Consolidated
2021
2020
Cents
Cents
per share
per share
Basic earnings per share:
Total basic earnings per share
Diluted earnings per share:
Total diluted earnings per share
3.05
5.12
3.05
5.12

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
2021
2020
US$’000
US$’000
Net proft
Earnings used in the calculation of basic EPS
2,261
3,796
2,261
3,796
Consolidated
2021
2020
No.’000
No.’000
Weighted average number of ordinary shares for the purposes
of basic earnings per share
74,100
74,100

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

21. EARNINGS PER SHARE (cont’d)

Diluted earnings per share

The earnings used in the calculation of diluted earnings per share is as follows:

Consolidated
2021
2020
US$’000
US$’000
Net proft
Earnings used in the calculation of diluted EPS
2,261
3,796
2,261
3,796
Consolidated
2021
2020
No.’000
No.’000
Weighted average number of ordinary shares used in the calculation of basic EPS 74,100
74,100

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

22. CONTINGENT LIABILITIES

Consolidated
2021
2020
US$’000
US$’000
Guarantees arising from Letters of Credit in force(i)
Total
8,161
2,066
8,161
2,066

(i) A number of contingent liabilities has arisen as a result of GLG’s letter of credit issued by banks for purchase of goods.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

23. FINANCE LEASES

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

GLG 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.

Finance lease liabilities

Leasing arrangement

GLG 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 (2020: nil)

Minimum future
lease payments
Consolidated
Present value
of minimum
future lease payments
Consolidated
2021
2020
US$’000
US$’000
2021
2020
US$’000
US$’000
No later than 1 year
Later than 1 year and not later than 5 years
More than 5 years
Minimum future lease payments
Less future fnance charges
Present value of minimum lease payments*
Included in the fnancial statements as (note 18)
Current borrowings
Non-current borrowings
45
48
105
99

47
39
91
93

150
147
(12)
(15)
138
132

138
132
138
132
47
39
91
93
138
132
  • Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

24. SUBSIDIARIES

SUBSIDIARIES
Ownership interest
2021 2020
Name of subsidiary Country of incorporation % %
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
G&G International Pte Ltd Singapore 100 100
AES (USA) Inc USA 100 100
G&G Fashion (Vietnam) Co., Ltd. * Vietnam
Maxim Textile Technology Sdn Bhd Malaysia 100 100
Maxim Textile Technology Pte Ltd Singapore 100 100
Ghim Li Fashion (M) Sdn Bhd Malaysia 100 100
GG Fashion (Cambodia) Co., Ltd Cambodia 100 100
  • Disposal during the financial year ended 30 June 2020.

25. NOTES TO THE CASH FLOW STATEMENT

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 Statement of financial position.

(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 Statement of financial position as follows:

Consolidated
2021
2020
US$’000
US$’000
Cash and cash equivalents 22,280
7,614
22,280
7,614

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

25. NOTES TO THE CASH FLOW STATEMENT (cont’d)

(b) Financing facilities

Secured bank loan facilities with various maturity dates and which may be extended by mutual agreement:

Consolidated
2021
2020
US$’000
US$’000
• amount used
• amount unused
66,210
48,267
101,263
98,603
167,473
146,870

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

Consolidated Consolidated
2021 2020
US$’000 US$’000
Proft for the year 2,261 3,796
Depreciation of property, plant and equipment 3,191 3,233
Amortisation of intangible assets 605 502
Amortisation of right on use assets 2,126 1,999
Bad and doubtful debts 6,126 11,943
(Written back)/ Impairment on inventories (2,662) 2,890
Impairment on goodwill 841
Loss on written of non-current assets 1,459 35
Gain on disposal of subsidiary (1,320)
Changes in net assets and liabilities, net of efects from acquisition and disposal of businesses:
Changes in net assets and liabilities, net of efects from acquisition and disposal of businesses:
Changes in net assets and liabilities, net of efects from acquisition and disposal of businesses:
(Increase)/decrease in assets:
Inventories (5,325) (8,486)
Trade and other receivables 8,402 (1,193)
Other assets 183 (1,012)
Outsource to manufacturing suppliers (3,395) 29,412
Increase/(decrease) in liabilities:
Trade and other payables 6,734 (9,336)
Current tax (734) 942
Deferred tax 257 (157)
Net cash provided by operating activities 20,069 33,248

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

25. NOTES TO THE CASH FLOW STATEMENT (cont’d)

(d) Changes in liabilities arising from financing activities

Repayment of borrowings
Repayment of lease liability
Repayment of related entity borrowings
Dividend paid
Total
1 July 2020
Cashfows
Non-cash items 30 June 2021
US$’000
US$’000
US$’000
US$’000
45,378
8,889

54,267
15,395
(1,908)
177
13,664
10,428
(8,177)

2,251

(736)
741
5
71,201
(1,932)
918
70,187

26. RESERVES

(a) Revaluation reserves

Consolidated
2021
2020
US$’000
US$’000
Beginning of fnancial year
Deferred tax liabilities on revaluation
Revaluation gain/(loss) arising from property, plant and equipment
End of fnancial year
3,478
4,916
(85)
(1,097)
352
(341)
3,745
3,478

The revaluation reserve represents the increase in the fair value of the freehold and leasehold land and buildings, net of tax.

(b) Merger reserves

The merger reserve of US$14.8m is a result of the common control acquisition.

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

27. LEASES

Consolidated
2021
2020
US$’000
US$’000
Cost
Balance as at 1 July
Additions
Balance as at 30 June
Amortisation
Balance as at 1 July
Amortisation
Balance as at 30 June
Net book value
Lease Liability
Balance as at 1 July
Additions
Balance as at 30 June
Repayment
Cash payments
Interest expense
Net payments
Balance as at 30 June
Current lease liability
Non-current lease liability
Total lease liability
16,693
16,126
178
567
16,871
16,693
1,999

2,126
1,999
4,125
1,999
12,746
14,694
15,395
16,543
173
567
15,568
17,110
(2,528)
(2,400)
624
685
(1,904)
(1,715)
13,664
15,395
1,981
1,875
11,683
13,520
13,664
15,395
Lease Location Term Interest rate
Head ofce Singapore 10years + 5years option (01 Jan 2013 to 31 Dec 2027) 4.26%
Intrasource Malaysia 3 years (01 Jan 2020 to 31 Dec 2022) 4.75%
Factory Cambodia 5years + 5years option (01 Mar 2018 to 28 Feb 2028) 4.26%
Factory Cambodia 5years + 5years option (01 Apr 2018 to 31 Mar 2028) 4.26%

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

27. LEASES (cont’d)

Accounting policies in relation to AASB 16

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for shortterm leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

28. FINANCIAL INSTRUMENTS

(a) Capital risk management

GLG manages its capital to ensure that entities in GLG will be able to continue as a going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance. GLG’s overall strategy remains unchanged from 2020.

The capital structure of GLG consists of debt, which includes the borrowings disclosed in note 18 and lease liabilities disclosed in note 27, and equity attributable to equity holders of the parent, comprising issued capital and retained earnings as disclosed in notes 19 and 20 respectively.

Operating cash flows are used to maintain and expand GLG’s assets, as well as to make the routine outflows of tax and repayment of maturing debt. GLG’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 GLG’s Board is risk management. The Board reviews the capital structure on a semiannual basis.

The gearing ratio at year end was as follows:

Consolidated
2021
2020
US$’000
US$’000
Debt(i)
Cash and cash equivalents
Net Debt
Equity(ii)
Net debt to equity ratio
67,931
60,773
(22,280)
(7,614)
45,651
53,159
55,406
53,619
82%
99%

(i) Debt is defined as long-term and short-term borrowings, as detailed in note 18, and lease liabilities as detailed in note 27

(ii) Equity includes all capital, retained earnings and reserves

(b) Categories of financial instruments

Consolidated Consolidated
2021 2020
US$’000 US$’000
Financial assets
Amortised cost 65,117 61,583
Financial liabilities
Amortised cost 92,001 86,281

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

28. FINANCIAL INSTRUMENTS (cont’d)

(c) Financial risk management objectives

GLG has not executed any derivatives in the current year, hence the policy listed below are for background information purpose only. If and when such derivatives are used in the future, the objectives are to use them in accordance with a board approved policy. The policy requires GLG co-ordinates access to domestic and international financial markets, and manages the financial risks relating to the operations of the consolidated entity.

GLG 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.

GLG’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. GLG minimizes 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

GLG undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise

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

Liabilities
Assets
2021
2020
2021
2020
US$’000
US$’000
US$’000
US$’000
Singapore dollars
Hong Kong dollars
Vietnamese Dong
Malaysia Ringgit
Australia Dollar
930
205
645
1,391
5
6
3
15



2
767
654
260
158
8
13
15
8
1,710
878
923
1,574

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

28. FINANCIAL INSTRUMENTS (cont’d)

(e) Foreign currency sensitivity analysis

GLG is mainly exposed to movements in the value of Singapore dollars and Malaysia ringgits compared to the US dollar.

The following table details GLG’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 GLG 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.

Singapore Dollars
Malaysian Ringgit
Vietnamese Dong
Other Foreign Currency
Impact
Impact
Impact
Impact
Consolidated
Consolidated
Consolidated
Consolidated
2021
2020
2021
2020
2021
2020
2021
2020
US$’000
US$’000
US$’000 US$’000
US$’000 US$’000
US$’000 US$’000
Proft or loss (285)
1,186
(507)
(497)

2
4
3

(f) Interest rate risk management

GLG is exposed to interest rate risk as entities in GLG borrow funds at both fixed and floating interest rates. The risk is managed by GLG by maintaining an appropriate mix between fixed and floating rate borrowings. As no hedging activities undertaken in the current year and if such activities are to be considered in the future, they will be evaluated to align with interest rate views and define risk appetite; ensuring optimal hedging strategies are applied, by either positioning the Statement of financial position or protecting interest expense through different interest rate cycles.

GLG’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, GLG’s:

Net profit would increase by US$0.03m and decrease by US$0.03m (2020: increase by US$0.5m and decrease by US$0.5m). This is mainly attributable to GLG’s exposure to interest rates on its variable rate borrowings

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

28. 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 GLG. The Company deals with creditworthy counterparties by reviewing the exposure and creditratings of its counterparties to mitigate the risk of financial loss from defaults. Credit exposure is continuously monitored by the payment behaviors of counterparties in relation to the financial strength.

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 GLG of counterparties having similar characteristics except to the GLIT receivable as disclosed in Note 11. 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. There were no derivatives in the current year.

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 consolidated entity also faces risks of orders cancellation. This is related to fabric, accessories and manufacturing cost incurred on orders cancelled prior to shipment. The consolidated entity 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 25(b) is a listing of additional undrawn facilities that GLG has at its disposal to further reduce liquidity risk.

As business competition dictates, GLG has by choice given extended payment terms to certain core customers with high-volume impact during the current year. Although such practice increases the liquidity risk and cash flow requirement, it is also considered to be an essential element of market penetration and customer retention. The resulting cash flow impact is evaluated with the support of undrawn banking facilities that GLG has arranged to support such business growth.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

28. FINANCIAL INSTRUMENTS (cont’d)

(h) Liquidity risk management (cont’d)

Liquidity and interest risk tables

The following table details that GLG’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 GLG can be required to receive/pay. The table includes both interest and principal cash flows.

Consolidated

Consolidated
Weighted
average efective Within
interest rate 1 year 2-5 years 5+ years Total
% US$’000 US$’000 US$’000 US$’000
2021
Financial Assets
Non-interest bearing 56,246 7,000 1,871 65,117
Financial Liabilities
Non-interest bearing 21,734 21,734
Trust receipts/ Bills payables 1.91 48,044 48,044
Loan from Ghim Li Group 1.84 2,292 6,251
Term loan 4.27 1,259 1,650 2,909
Bank loan 2.88 691 3,205 3,896
Finance lease liability 5.05 47 91 138
Lease liability 4.28 2,358 9,359 3,686 15,403
2020
Financial Assets
Non-interest bearing 54,712 5,000 1,871 61,583
Financial Liabilities
Non-interest bearing 19,408 19,509
Trust receipts/ Bills payables 3.51 36,209 36,209
Loan from Ghim Li Group 4.19 6,251 6,251
Loan from Estina Ang Suan Hong 4.76 1,252 2,800 509 4,561
Term loan 4.45 5,174 354 5,528
Bank loan 5.53 39 93 132
Finance lease liability 4.28 2,270 9,115 6,086 17,471

Each of the above interest bearing financial liabilities had variable interest rates.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

28. 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 Foreign currency Notional Currency Fair Value
2021 rate SGD’000 US$’000 US$’000
UOB
3 to 6months 1.3442 1,061 800 (11)
3 to 6months 1.3445 929 700 (9)
HSBC
3 to 6months 1.3275 1,062 800 (11)
3 to 6months 1.3277 1,062 800 (10)

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

29. KEY MANAGEMENT PERSONNEL COMPENSATION

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

Consolidated
2021
2020
US$
US$
Short-term employee benefts
Post-employment benefts
1,542,701
1,073,496
42,135
38,838
1,584,836
1,112,334

Short-term employee benefits

These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.

Post-employment benefits

These amounts are the current-year’s estimated costs of providing for GLG’s defined benefits scheme postretirement, superannuation contributions made during the year and post-employment life insurance benefits.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

29. KEY MANAGEMENT PERSONNEL COMPENSATION (cont’d)

The compensation of each member of the key management personnel of GLG is set out in the remuneration report:

(a) Key management personnel compensation policy

Details of key management personnel

The Directors of GLG Corp Ltd during the year were:

  • § Estina Ang Suan Hong as Executive Chairman and Chief Executive Officer

  • § Peter Tan as Independent Director (appointed 15 October 2019)

  • § Grant Hummel as Independent Director

  • § Felicia Gan Peiling as Director and Deputy Chief Executive Officer

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

  • § Susan Yong as Chief Operations Officer

  • § Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (appointed 24 February 2020 and resigned on 9 August 2021)

  • § Lee Kwak Keh appointed as Chief Marketing Officer on 1 July 2020

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.

30. RELATED PARTY TRANSACTIONS

(a) Equity interests in subsidiaries

Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 24 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 29 to the financial statements and the remuneration report.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

GLG CORP LTD ANNUAL REPORT 2021

30. RELATED PARTY TRANSACTIONS (cont’d)

(c) Transactions with other related parties

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

Transaction with
Ghim Li Group Pte Ltd
(majority shareholder)
2021
2020
US$’000
US$’000
Rental
Utilities
Property tax rebate
Financial Guarantee fee
1,456
971
43
77

21

45
1,499
1,114

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 17 to the financial statements.

(d) Majority shareholder

The majority shareholder of GLG Corp Ltd is Ghim Li Group Pte Ltd. Ghim Li Group Pte Ltd is incorporated in Singapore.

31. REMUNERATION OF AUDITORS

. REMUNERATION OF AUDITORS
Consolidated
2021
2020
US$
US$
Auditor of the parent entity – BDO
Audit and review of the fnancial report
Tax services
Related Practice of the parent entity auditor
Audit or review of the subsidiaries
Tax services
56,560
59,538
2,861
2,802
59,421
62,340
109,970
96,510
14,866
25,577
128,436
122,087

The auditor of GLG Corp Ltd is BDO Audit Pty Ltd

The related practices are BDO Singapore, BDO Vietnam and BDO Cambodia. PWC was appointed as new auditor for Malaysia’s subsidiaries from FY2021 (FY2021: Audit US$25,764 and Tax Service US$2,060) and Cheng & Co was used in FY2020 (FY2021: audit US$Nil and Tax Service US$1,167. FY2020: Audit US$17,327 and Tax Service US$3,855).

NOTES TO THE FINANCIAL REPORT

GLG CORP LTD ANNUAL REPORT 2021

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

32. PARENT ENTITY DISCLOSURES

. PARENT ENTITY DISCLOSURES
Financial position Consolidated
2021
2020
US$’000
US$’000
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued capital
Dividend declared
Accumulated Losses
Total equity
Financial performance
74
42
30,000
30,000
30,074
30,042
940
3,661
267
267
1,207
3,928
53,552
53,552
(741)

(23,944)
(27,438)
28,867
26,114
Consolidated
2021
2020
US$’000
US$’000
Loss for the year
Other comprehensive income
Total comprehensive income
3,494
(139)

3,494
(139)

Contingent liabilities

As at 30 June 2021, the parent entity had no contingent liabilities (2020: nil).

Significant accounting policies

The accounting policies of the parent entity are consistent with those of GLG, except for the following:

  • § Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

  • § Investments in associates are accounted for at cost, less any impairment, in the parent entity.

Contractual commitments

The parent did not have any contractual commitments at the end of the financial year

The above information is presented for the legal parent entity.

33. 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.

GLG CORP LTD ANNUAL REPORT 2021

ADDITIONAL AUSTRALIAN SECURITIES EXCHANGE INFORMATION

AS AT 31 AUGUST 2021

HOLDING DISTRIBUTION

Range Securities % No of Holders %
100,001 and Over 71,990,895 97.15 19 5.03
10,001 to 100,000 1,267,375 1.71 38 10.05
5,001 to 10,000 221,985 0.30 26 6.88
1,001 to 5,000 614,521 0.83 282 74.6
1 to 1,000 5,224 0.01 13 3.44
Total 74,100,000 100.00 378 100.00

VOTING RIGHTS

The voting rights attached to each class of equity security are as follows:

Ordinary shares

  • § Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote on a show of hands.

SUBSTANTIAL SHAREHOLDERS

The voting rights attached to each class of equity security are as follows:

Ordinary shareholders Fully paid ordinary shares
Number
Percentage
Ghim Li Group Pte Ltd 55,560,222
74.98
55,560,222
74.98

TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES TOP 20 HOLDERS – 31AUGUST 2021

Rank
Name
No. of shares
Percentage
1
Ghim Li Group Pte Ltd
2
Mr Yin Min Yong
3
HSBC Custody Nominees (Australia) Limited
4
Lisi Li
5
Ms Peiling Gan
6
Mr Yoke Min Pang
7
Mr Ah Yian Au
8
BNP Paribas Noms Pty Ltd
9
Gowing Bros Limited
10
Citicorp Nominees Pty Limited
11
Dixson Trust Pty Limited
12
Mr Michael James Pauley
13
Markess Trustee Limited
14
Kam Hing Piece Works Ltd
15
Ang Leong Aik
16
AJD Engineering Pty Ltd
17
Mr Marko Rankovic
18
Eu Mun Leong
19
Mr Christopher Chong & Mrs Heather Chong
20
Lim Chai Har
20
Seow Teng Peng
Top 20
Total
53,338,000
71.98
3,504,751
4.73
2,800,000
3.78
2,544,297
3.43
2,222,000
3.00
2,000,000
2.70
1,322,957
1.79
1,123,600
1.52
830,903
1.12
519,758
0.70
330,000
0.44
251,988
0.34
250,000
0.34
206,010
0.28
200,000
0.27
166,666
0.22
153,964
0.21
116,000
0.16
110,001
0.15
100,000
0.13
100,000
0.13
72,190,895
97.42
74,100,000
100.00

Maxim Fabric Mill Process

MAXIM TEXTILE TECHNOLOGY SDN BHD

Maxim is vertical mill supplier, strategically set up to offers a fully integrated fabric manufacturing facilities across the textile value chain such as Knitting, Dyeing, Finishing & Printing. Assuring customers of quality, consistency and dependable delivery schedules at internationally competitive price.

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Knitting
Yarn Sourcing
Dyeing Finishing
Inspection &
Packaging
Printing
Delivery
Products
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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.

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AUSTRALIA HEAD OFFICE GLG Corp Ltd (Registered Office) Suite 4201 Level 42 Australia Square Sydney NSW 2000 Australia

SINGAPORE HEAD OFFICE Ghim Li Global Pte Ltd 21 Jalan Mesin, Singapore 368819 www.ghimli.com