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GLG CORP LTD Annual Report 2021

Sep 23, 2021

64991_rns_2021-09-23_dfbcfcdf-b1bc-423d-9d04-d94785951988.pdf

Annual Report

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GLG Corp Ltd Statutory Accounts

GLG Corp Ltd

ACN 116 632 958 Statutory report for the financial year ended 30 June 2021

GLG Corp Ltd Statutory Accounts

Statutory Report for the financial year ended 30 June 2021

ear ended 30 June 2021
Page
Corporate governance statement 3
Directors’ report 17
Auditor’s independence declaration 33
Independent audit report 34
Directors’ declaration 37
Consolidated Statement of profit or loss and other 38
comprehensive income
Consolidated Statement of financial position 39
Consolidated Statement of changes in equity 40
Consolidated Statement of cash flows 41
Notes to the financial report 42
Additional Australian securities exchange information 86

2

GLG Corp Ltd Corporate Governance Statement

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 ).

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
disclose a board charter setting
out:
(a) the respective roles and
responsibilities of its board
and management; and
(b) those matters expressly
reserved to the board and
those delegated to
management.
Complying The Board has adopted a charter which establishes the role
of the Board and its relationship with management. The
primary role of the Board is the protection and
enhancement of long-term shareholder value. Its
responsibility is the overall strategic direction of GLG.
The functions and responsibilities of the Board and
management are consistent with ASX Principle 1. A copy
of the Board Charter is posted on the Website.
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.
1.2 A listed entity should:
(a) undertake appropriate checks
before appointing a person,
or putting forward to security
holders a candidate for
election, as a director; and
(b) provide security holders with
all material information in its
possession relevant to a
decision on whether or not to
elect or re-elect a director.
Complying The Board has a formal Nomination & Remuneration
Committee.
The
Nomination
&
Remuneration
Committee’s functions and powers are formalised in a
Charter and is posted on the Website. It is the role of
the Nomination & Remuneration Committee to
identify suitable candidates to complement the existing
Board, to undertake appropriate checks on the
candidate; to seek confirmation from the candidate that
he/she will have sufficient time to fulfil his or her
responsibilities as a director; and subject to the results
of
such
checks
and
confirmations,
to
make
recommendations to the Board on their appointment.
The Company provides information to shareholders
about Directors seeking re-election at 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 theBoard; details ofany

3

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
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 agreement with each
director and senior executive
setting out the terms of their
appointment.
Complying Each Director is given a letter upon appointment which
outlines
the
Director’s
duties,
obligations,
remuneration, expected time commitments and
notification of the Company’s policies. Similarly,
senior executives including the CEO and CFO, have a
formal job description and services agreement
describing their term of office, duties, rights and
responsibilities, and entitlements on termination.
The company will disclose the material terms of any
employment, service or consultancy agreement it
enters into with its CEO (or equivalent).
1.4 The company secretary of a listed
entity should be accountable
directly to the board, through the
chair, on all matters to do with
the proper functioning of the
board.
Complying The Company Secretary is responsible for co-
ordination of all Board business, including agendas,
board papers, minutes, communication with regulatory
bodies, ASX and all statutory and other filings. The
Company Secretary is accountable to the Board, and all
Directors have access to the Company Secretary. The
decision to appoint or remove the Company Secretary
is to be made and/or approved by the Board.
1.5 A listed entity should:
(a) have and disclose a diversity
policy;
(b) through its board or
committee of the board set
measurable objectives for
achieving gender diversity
in the composition of its
board, senior executive and
workforce generally; and
(c) disclose in relation to each
reporting period:
1. the measurable objectives set
for that period to achieve
gender diversity;
2. the entity’s progress towards
achieving those objectives;
and
3. either:
A. the respective proportions of
men and women on the
board, in senior executive
positions and across the
whole organisation
(including how the entity has
Complying The Company is committed to the principles of
employing people with a broad range of experiences,
skills and views. All executives, managers and
employees are responsible for promoting workforce
diversity.
The Company has adopted a Diversity Policy which
can be viewed on the Website. 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.
There are currently 2 female Executive Directors and 2
male Non-Executive Directors on the Board. The
Company Secretary is also a female.
The Company discloses the respective proportions of
men and women in senior executive positions and
across the whole organisation within its Annual Report.
The Company is not considered a “Relevant Employer”
under the Company’s Workplace Gender Equality Act
(WGEA) and therefore has not lodged a WGEA Report
for the 2020/2021 period.

4

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation ASX Recommendation Status Reference / Comment
defined “senior executive”
for these purposes); or
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:
(a) have and disclose a process
for periodically evaluating
the performance of the board,
its committees and individual
directors; and
(b) disclose, in relation to 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.
Complying The Directors undertake an annual process to review
the performance and effectiveness of the Board, the
Board Committees and individual directors. The
Nomination and Remuneration Committee Chair leads
a discussion and provides feedback to the individual
Directors as necessary.
This process was completed during the reporting
period.
1.7 A listed entity should:
(a) have and disclose a process
for periodically evaluating
the performance of its senior
executives at least once every
reporting period; and
(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.
Complying The Company’s CEO evaluates the performance of
GLG’s senior executives annually. The Nomination &
Remuneration
Committee
reviews
the
CEO’s
performance annually. The Committee also reviews and
approves senior management bonuses.
An evaluation was completed during the reporting 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:
(a) have a nomination committee
which:
(1) has at least three
members, a majority of
whom are independent
directors; and
(2) is chaired by an
independent director,
Complying The Board has a formal Nomination & Remuneration
Committee comprising two independent directors (Grant
Hummel and Peter Tan) and Madam Estina Ang (the
Executive Chairman). The Chair of the Nomination &
Remuneration Committee is Grant Hummel.
The Nomination & Remuneration Committee’s powers
are formalised in a Charter and is posted on the Website.
The number of times that the Nomination &
Remuneration Committee met throughout the financial
year and the individual attendances of the members at

5

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee; and
(5) as at the end of each
reporting period, the
number of times the
committee met throughout
the period and the
individual attendances of
the members at those
meetings; or
(b) if it does not have a
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.
those meetings are disclosed in the Company’s Annual
Report.
2.2 A listed entity should have and
disclose a board skills matrix
setting out the mix of skills and
diversity that the board currently
has or is looking to achieve in its
membership.
Complying The Board aims to be comprised of Directors which
have, at all times, the appropriate mix of skills,
experience, expertise and diversity relevant to the
Company’s businesses and the Board’s
responsibilities.
The Board regularly evaluates the mix of skills,
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.

6

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
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.
2.3 A listed entity should disclose:
(a) the names of the directors
considered by the board to be
independent directors;
(b) if a director has an interest,
position, association or
relationship of the type
described in Box 2.3 but the
board is of the opinion that it
does not compromise the
independence of the director,
the nature of the interest,
position, association or
relationship in question and
an explanation of why the
board is of that opinion; and
(c) the length of service of each
director.
Complying Currently the Board comprises four Directors as
follows:
Peter Tan
Independent Non-Executive Director
Grant
Hummel
Independent Non-Executive Director
Estina Ang
Executive Chairman
Felicia Gan
Chief Executive Officer
The Board has considered the circumstances of each
Director and determined that all Non-Executive
Directors are independent as described in item 2.3 of
the Recommendations.
The
Corporations
Act
2001,
the
Company’s
Constitution and the Board meeting process requires
Directors to advise the Board of any interest that they
have that has the potential to 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

7

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
Directors formally advise the Board of their
independent (or other) status each year.
2.4 A majority of the board of a
listed entity should be
independent directors.
Non-
Complying
Currently, the Board comprises two independent Non-
Executive Directors and two Executive Directors. The
Company believes this in an appropriate mix of skills
and experience.
2.5 The chair of the board of a listed
entity should be an independent
director and, in particular, should
not be the same person as the
CEO of the entity.
Non -
Complying
The Company has now separated the role of Chairman
and CEO. Felicia Gan has assumed the role of CEO and
Estina Ang remains in the position of Chairman.
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
program for inducting new
directors and provide appropriate
professional development
opportunities for directors to
develop and maintain the skills
and knowledge needed to
perform their role as directors
effectively.
Complying The Company has procedures and policies in place to
assist Directors in fulfilling their responsibilities. Each
Director, at any time, is able to seek reasonable
independent professional advice on any business
matter at the expense of the Company. Directors also
have access to adequate internal resources to seek any
information from any officer or employee of the
Company, or to require the attendance of management
at meetings to enable them as Directors to fulfil their
duties.

8

GLG Corp Ltd Corporate Governance Statement

Principle 3 – Act ethically and responsibly
A listed entity should act ethically and responsibly
Principle 3 – Act ethically and responsibly
A listed entity should act ethically and responsibly
Principle 3 – Act ethically and responsibly
A listed entity should act ethically and responsibly
3.1 A listed entity should articulate
and disclose its values.
Complying The Company discloses its Core Values within its
Annual Report.
3.2 A listed entity should:
(a) have a code of conduct for its
directors, senior executives
and employees; and
(b) ensure that the board or a
committee of the board is
informed of any material
breaches of that code.
Complying The Board has established a Code of Conduct which
articulates acceptable practices for directors, senior
executives and employees, to guide their behaviour
and to demonstrate the commitment of the Company
to ethical practices.
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.
3.3 A listed entity should:
(a) Have and disclose a
whistleblower policy; and
(b) Ensure that the board or a
committee of the board is
informed of any material
incidents reported under that
policy.
Complying The Company has established a Whistleblower
Policy, a copy of which can be found on the
Website. The purpose of the Whistleblower Policy
is to identify wrongdoing that may not be
uncovered unless there is a safe and secure means
for disclosing.
The Board and its management team are committed
to listen to any concern from 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:
(a) Have and disclose an anti-
bribery and corruption
policy; and
(b) Ensure that the board or a
committee of the board is
informed of any materials
breaches of that policy.
Complying The Company has established an Anti-Bribery and
Corruption Policy, a copy of which can be found on
the Website.
The CEO, Felicia Gan is responsible for bringing
breaches of the Anti-Bribery and Corruption Policy
to the attention of the Board, and breach reporting is
a standing agenda item at Board meetings.
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:
(a)
have an audit
committee which:
Non-
Complying
The Board has a formal Audit Committee currently
comprising two independent Directors – Grant

9

GLG Corp Ltd Corporate Governance Statement

(1) has at least three members, all
of whom are non-executive
directors and a majority of
whom are independent
directors; and
(2) is chaired by an independent
director, who is not the chair
of the board, and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and
experience of the members of
the committee; and
(5) in relation to each reporting
period, the number of times
the committee met throughout
the period and the individual
attendances of the members at
those meetings; or
(b)if it does not have an audit
committee, disclose that fact
and the processes it employs
that independently verify and
safeguard the integrity of its
corporate reporting, including
the processes for the
appointment and removal of
the external auditor and the
rotation of the audit
engagement partner.
Hummel and Peter Tan and one Executive Director –
Felicia Gan (the Company’s CEO).
The role of the Audit Committee is to advise on
financial information prepared for use by the Board
or for inclusion in financial statements. The
Chairman of the Audit Committee is Peter Tan. The
Audit Committee’s functions and powers are
formalised in a Charter and is posted on the Website.
The number of times that the Audit Committee met
throughout the financial year and the individual
attendances of the members at those meetings, and
the relevant qualifications and experience of the
Audit Committee members are disclosed in the
Company’s Annual Report and below under
‘Directors Meetings’.
4.2 The board of a listed entity
should, before it approves the
entity’s financial statements for a
financial period, receive from its
CEO and CFO a declaration that,
in their opinion, the financial
records of the entity have been
properly maintained and that the
financial statements comply with
the appropriate accounting
standards and give a true and fair
view of the financial position and
performance of the entity and that
the opinion has been formed on
the basis of a sound system of
risk management and internal
control which is operating
effectively.
Complying The Directors are committed to the preparation of
financial statements that present a balanced and clear
assessment of the Company’s financial position and
prospects. The Board reviews GLG’s half yearly and
annual financial statements. The Board requires that
the CEO and CFO state it writing that GLG’s
financial reports present a true and fair view, in all
material respects, of the Company’s financial
condition and operational results are in accordance
with relevant accounting standards and that the
opinion has been formed on the basis of a sound
system of risk management and internal control
which is operating effectively.
4.3 A listed entity should disclose its
process to verify the integrity of
any periodic corporate report it
releases to the market that is not
audited or reviewed by an
external auditor.
Complying The Company’s full year and half year reporting is
audited and reviewed, as the case may be, by an
external auditor. The Company is not required to
lodge quarterly reports. Annual directors’ reports are
verified by the Board, which seeks documents and
information from the Management and subject-
matter experts where necessary.

10

GLG Corp Ltd Corporate Governance Statement

Principle 5 – Make timely and balanced disclosure

Principle 5 – Make timely and balanced disclosure Principle 5 – Make timely and balanced disclosure Principle 5 – Make timely and balanced disclosure 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
disclose a written policy for
complying with its continuous
disclosure obligations under
listing rule 3.1.
Complying The Company has a documented policy which has
established
procedures
designed
to
ensure
compliance with the ASX Listing Rule continuous
disclosure
requirements
and
to
ensure
that
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.
5.2 A listed entity should ensure that
its board receives copies of all
material market announcements
promptly after the have been
made.
Complying The Board receives copies of all material market
announcements promptly after they have been made.
5.3 A listed entity that gives a new
and substantive investor or
analyst presentation should
release a copy of the presentation
materials on the ASX Market
Announcements Platform ahead
of the presentation.
Complying All investor or analyst presentations are released to
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
information about itself and its
governance to investors via its
website.
Complying The Board informs all shareholders of all major
developments affecting GLG’s state of affairs as
follows:
1. Placing all relevant announcements made to the
market, on the Website after they have been
released to ASX;
2. Publishing all corporate governance policies;
and
3. Placing the full text of notices of meeting and
explanatory material on the Website.
6.2 A listed entity should design and
implement an investor relations
program to facilitate effective
two-way communication with
investors.
Complying The Company communicates with its shareholders
and investors by posting information via the ASX or
website, and by encouraging attendance and
participation of shareholders at general meetings.
Management and/or Directors may meet with
shareholders from time to time upon request and

11

GLG Corp Ltd Corporate Governance Statement

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.
6.3 A listed entity should disclose the
policies and processes it has in
place to facilitate and encourage
participation at meetings of
security holders.
Complying Shareholders are encouraged to attend the Annual
General Meeting (AGM). The AGM is an
opportunity for shareholders to hear the Directors
provide updates on Company performance, ask
questions of the Board and vote on the various
resolutions affecting the business. Shareholders are
given an opportunity to ask questions of the
Company’s auditors regarding the conduct of the
audit and preparation and content of the auditor’s
report.
6.4 A listed entity should ensure that
all substantive resolutions at a
meeting of security holders are
decided by a poll rather than by a
show of hands.
Complying All resolutions at GLG’s general meetings are
decided by way of a poll.
6.5 A listed entity should give
security holders the option to
receive communications from,
and send communications to, the
entity and its security registry
electronically.
Complying Investors are able to communicate with the Company
electronically via the Website. Investors are also able
to communicate with the Company’s registry
electronically by emailing the registry or via the
registry’s website.
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:
(a) have a committee or
committees to oversee risk,
each of which:
(1) has at least three
members, a majority of
whom are independent
directors; and
(2) is chaired by an
independent director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee; and
(5) as at the end of each
reporting period, the
number of times the
committee met throughout
the period and the
individual attendances of
the members at those
meetings; or
(b) if it does not have a risk
committee or committees
Complying The Board is responsible for the management of risk
due to the current size of the Board. GLG is
committed to embedding risk management practices
to support the achievement of business objectives.
The Board is responsible for reviewing and
overseeing the risk management strategy and
ensuring GLG has an appropriate corporate
governance structure. Within that overall strategy,
management has designed and implemented a risk
management and internal control system to manage
material business risks.
GLG has implemented a 5-step process to manage
risk as follows:
1. Review the risk content and identification of
specific key risks;
2. Analysing and prioritising selected risks;
3. Evaluation and treatment of risks;
4. Monitoring and reporting; and
5. Controlling, communication and knowledge-
capturing.
GLG risk categories are:

12

GLG Corp Ltd Corporate Governance Statement

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

13

GLG Corp Ltd Corporate Governance Statement

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.

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. _
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. _
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. _
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:
(a) have a remuneration
committee which:
(1) has at least three members, a
majority of whom are
independent directors; and
(2) is chaired by an independent
director,
and disclose:
(3) the charter of the committee;
(4) the members of the
committee; and
(5) as at the end of each
reporting period, the number
of times the committee met
throughout the period and the
individual attendances of the
members at those meetings;
or
(b) if it does not have a
remuneration committee,
disclose that fact and the
processes it employs for
setting the level and
composition of remuneration
for directors and senior
executives and ensuring that
such remuneration is
appropriate and not
excessive.
Complying The Board has a formal Nomination & Remuneration
Committee comprising three members, two of whom
is independent. The current members are Grant
Hummel (Non-Executive Independent Director),
Peter Tan (Non-Executive Independent Director) and
Estina Ang (Executive Chairman). The Chair of the
Nomination & Remuneration Committee is Grant
Hummel.
The role of the Nomination & Remuneration
Committee is to review and make recommendations
to the Board on remuneration packages and practices
applicable to the Chief Executive Officer, Senior
Executives and Directors themselves. This role also
includes responsibility for share option schemes,
incentive performance packages and retirement and
termination entitlements. Remuneration levels are
competitively set to attract the most qualified and
experienced Directors and Senior Executives. The
Nomination & Remuneration Committee’s may
obtain independent advice on the appropriateness of
remuneration
packages.
The
Nomination
&
Remuneration Committee’s functions and powers are
formalised in a Charter and is posted on GLG’s
website.
The number of times that the Nomination &
Remuneration Committee met throughout the
financial year and the individual attendance of the
members at those meetings are disclosed in the
Company’s Annual Report and below under
Directors’ Meetings.
8.2 A listed entity should separately
disclose its policies and practices
regarding the remuneration of
non-executive directors and the
remuneration of executive
directors and other senior
executives.
Complying Yes, details of the Directors and Senior Executives
remuneration are set out in the Remuneration Report
of the Annual Report. The structure of Non-
Executive Directors’ remuneration is distinct from
that of executives and is further detailed in the
Remuneration section of the Annual Report.
8.3 A listed entity which has an
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.
Complying Currently the Company does not have an equity-
based remuneration scheme.

14

GLG Corp Ltd Corporate Governance Statement

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:

he Directors in office at the date of this statement are as follows:
Name Position
Estina AngSuan Hong Executive Chairman
Peter Tan Independent Non-Executive Director
Grant Hummel Independent Non-Executive Director
Felicia Gan Peiling Chief Executive Officer

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 page 18 to 19.

Board Responsibilities

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

Under the guidance of the ASX’s Corporate Governance Principles and Recommendations (3[rd] 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 24 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%

15

GLG Corp Ltd Corporate Governance Statement

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.

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.

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

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.

16

GLG Corp Ltd Directors’ Report

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 balance
and potential for
overstatement, recoverability
of receivables is assessed as
a risk.
The Audit Committee (“AC”) assessed and confirmed the following:
a)
Normal trade receivables in GLG Corp Ltd have been reviewed for
recoverability, with respect to aging, trends and current industry
practice. It was noted that the aging of the receivables did not show
any customer having old-aged receivables and that the balances by
key customers within the receivables are in line with 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
financial capacity and the integral supporting supplier relationship
with the GLG Corp and determined that a write-off 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-off assisted in cleaning up the significant amount of outstanding
receivables and have enabled a fresh start to the relationship with
GLIT based on the assessed financial 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 profit margins which resulted in the reduction
of the receivables. In view of the recovery progress, 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. 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.

17

GLG Corp Ltd Directors’ Report

Directors’ report

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:

Estina Ang Suan Hong

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.

Felicia Gan Peiling

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.

18

GLG Corp Ltd Director’s Report

Peter Tan

Peter Tan was appointed as an independent director of the Board effective from 15 October 2020. 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.

Grant Hummel

Grant Hummel was appointed to the Board as an independent director, on 1st December 2020. 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).

Board Skills Matrix

==> picture [403 x 253] intentionally omitted <==

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).

19

GLG Corp Ltd Director’s Report

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.

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

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 25 to 31.

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.

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.

20

GLG Corp Ltd Director’s Report

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.

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.

21

GLG Corp Ltd Director’s Report

Review of Operations (cont’d)

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.

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 high 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.

22

GLG Corp Ltd Director’s Report

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

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

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.

23

GLG Corp Ltd Director’s Report

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 exectuvie 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 &
Remuneration
Committee
Nomination &
Remuneration
Committee
Audit Committee Audit 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

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 decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Auditor’s independence declaration

The auditor’s independence declaration is included on page 32 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.

24

GLG Corp Ltd Director’s Report

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 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.

25

GLG Corp Ltd Director’s Report

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 profit before
tax 3,890
5,223
1,438 3,806 4,477
Net profit 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

26

GLG Corp Ltd Director’s Report

Relationship between the remuneration policy and company performance (cont’d)

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.

27

GLG Corp Ltd Director’s Report

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 Short term employment benefits
Post-
employment
benefits
super -
annuation
Other
long-term
employee
benefits
Share
based
payments,
options
&rights
Total
Salary &
fees
US$
Salary
supplement
US$
Non-
monetary
US$
Other
US$
US$
US$
US$
US$
Directors
Estina Ang Suan Hong1 538,656
96,453
-
-
5,676
-
-
640,785
Peter Tan2 36,723
-
-
-
-
-
-
36,723
Grant Hummel 30,848
-
-
-
-
-
-
30,848
Felicia Gan Peiling1 258,199
74,195
-
-
12,865
-
-
345,259
864,426
170,648
-
-
18,541
-
-
1,053,615
Executives
Lee Kwak Keh3 117,213
18,549
-
-
5,809
-
-
141,571
Victoria Yong5 166,048
11,129
-
-
10,973
-
-
188,150
Susan Yong 168,719
25,968
-
-
6,811
-
-
201,498
451,980
55,646
-
-
23,593
-
-
531,219
Total 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)

28

GLG Corp Ltd Director’s Report

Remuneration of directors and senior management (cont’d)

2020 Short term employment benefits
Post-
employment
benefits
super -
annuation
Other long
term
employee
benefits
Share
based
payments,
options
&rights
Total
Salary &
fees
US$
Bonus
US$
Non-
monetary
US$
Other
US$
US$
US$
US$
US$
Directors
Estina Ang Suan Hong1 520,579
-
-
-
6,494
-
-
527,073
Christopher Chong Meng Tak3 9,639
-
-
-
-
-
-
9,639
Peter Tan2 24,981
-
-
-
-
-
-
24,981
Grant Hummel 28,344
-
-
-
-
-
-
28,344
Felicia Gan Peiling1 185,754
-
-
-
8,865
-
-
194,619
769,297
-
-
-
15,359
-
-
784,656
Executives
Shawn Fung4 91,890
-
-
-
5,369
-
-
97,259
Victoria Yong5 78,507
-
-
-
9,551
88,058
Susan Yong 133,802
-
-
-
8,559
-
-
142,361
304,199
-
-
-
23,479
-
-
327,678
Total 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 resigned as 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)

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

Fixed remuneration Fixed remuneration Remuneration linked to performance Remuneration linked to performance
Directors
Estina Ang Suan Hong
Christopher Chong Meng Tak
Peter Tan
Grant Hummel
Felicia Gan Peiling
Executives
Shawn Fung
Lee Kwak Keh
Victoria Yong
Susan Yong
2021
84.9%
-
100%
100%
78.5%
-
86.9%
94.1%
87.1%
2020
100%
100%
100%
100%
100%
100%
-
100%
100%
2021
15.1%
-
100%
100%
21.5%
-
13.1%
5.9%
12.9%
2020
-
-
-
-
-
-
-
-
-

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

29

GLG Corp Ltd Director’s Report

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.

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 1 July
No.
Granted as
compensation
No.
Net other
change
No.
Balance at
resignation
date
No.
Balance
at 30 June
No.
2021
Estina Ang Suan Hong (indirect
holding through Ghim Li
Group)
Felicia Gan Peiling
50,116,000
2,222,000
-
-
-
-
- 53,338,000
2,222,000
2020
Estina Ang Suan Hong (indirect
holding through Ghim Li
Group)
Felicia Gan Peiling
Christopher Chong Meng Tak*
50,116,000
2,222,000
110,001
-
-
-
-
-
-
-
-
-
50,116,000
2,222,000
110,001

*Christopher Chong Meng Tak resigned on 1[st] October 2019

30

GLG Corp Ltd Director’s Report

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 Keyterm of service agreements Keyterm 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.
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.

31

GLG Corp Ltd Director’s Report

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

==> picture [170 x 97] intentionally omitted <==

32

Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

==> picture [78 x 30] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY RYAN POLLETT TO THE DIRECTORS OF GLG CORP LTD

As lead auditor of GLG Corp Ltd for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of GLG Corp Ltd and the entities it controlled during the period.

==> picture [84 x 28] intentionally omitted <==

Ryan Pollett Director

BDO Australia Ltd

Sydney

24 September 2021

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

==> picture [78 x 31] intentionally omitted <==

INDEPENDENT AUDITOR'S REPORT

To the members of GLG Corp Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of GLG Corp Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

  • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and

  • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [78 x 31] intentionally omitted <==

Key audit matter

How the matter was addressed in our audit

Valuation of GLIT receivables

The valuation of the GLIT receivables, collectively the receivables from GLIT Holdings and receivables from outsourced manufacturing suppliers as disclosed in Note 11, is significant to our audit because as at 30 June 2021 the balance was $18,763,388 and it includes judgement in assumptions used in assessing the recoverability.

The valuation process used by the Group to assess recoverability is judgemental and is based on assumptions, specifically those in relation to trust receipts and the overall working capital cycle of the group.

To determine whether the receivable was recoverable at the reporting date, our audit procedures included, amongst others, the following procedures:

  • Assessed managements’ evaluation of the recoverability of the receivable.

  • Analysed turnover of the receivable balance in order to ascertain whether the

recoverability of the receivable would occur within a reasonable timeframe as part of the overall working capital cycle of the Group.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

==> picture [78 x 31] intentionally omitted <==

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf

This description forms part of our auditor’s report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 25 to 31 of the directors’ report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of GLG Corp Ltd, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit Pty Ltd

==> picture [78 x 39] intentionally omitted <==

Ryan Pollett Director

Sydney, 24 September 2021

GLG Corp Ltd Directors’ Declaration

Directors’ declaration

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

==> picture [178 x 106] intentionally omitted <==

37

GLG Corp Ltd Consolidated statement of profit or loss and other comprehensive income

Consolidated Statement of profit or loss and other comprehensive income for the financial year ended 30 June 2021

Note
Revenue
5
Cost of sales
Gross profit
Other income
5
Distribution expenses
Administration expenses
6
Finance costs
7
Other expenses
8
Profit before income tax expense
Income tax expense
10(a)
Profit for the year
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Revaluation surplus/(deficit), 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
Consolidated
2021
US$’000
2020
US$’000
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 page 42 to 85

38

GLG Corp Ltd Consolidated statement of financial position

Consolidated Statement of financial position as at 30 June 2021

Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other assets
Total current assets
Non-current assets
Other financial assets
Intangible assets
Right-of-use assets
Property, plant and equipment
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Lease liability
Current tax liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liability
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Revaluation reserves
Merger reserves
Retained earnings
Total equity
Note
25(a)
11
13
15
12
16
27
14
17
18
27
10(b)
18
27
10(c)
19
26
26
20
Consolidated
2021
US$’000
2020
US$’000
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 page 42 to 85

39

GLG Corp Ltd Consolidated statement of changes in equity

Consolidated Statement of changes in equity for the financial year ended 30 June 2021

Consolidated
Balance at 1 July 2019
Profit 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
Profit for the year
Other comprehensive income for
the year
Total comprehensive income
for the year
Balance at 30 June 2021
Issued
Capital
Asset
Revaluation
Reserve
US$’000
US$’000
Merger
Reserve
Retained
Earnings
Total
US$’000
US$’000
US$’000
(14,812)
50,835
51,261
-
3,796
3,796
-
-
(1,438)
10,322
4,916
-
-
-
(1,438)
-
(1,438)
-
3,796
2,358
10,322
3,478
(14,812)
54,631
53,619
10,322
3,478
-
-
-
-
-
267
(14,812)
54,631
53,619
-
(741)
(741)
-
2,261
2,261
-
-
267
-
267
-
2,261
2,528
10,322
3,745
(14,812)
56,151
55,406

Notes to the financial statements are included on page 42 to 85

40

GLG Corp Ltd Consolidated statement of cash flows

Consolidated Statement of cash flows for the financial year ended 30 June 2021

Cash flows 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 finance paid
Interest paid on lease liabilities
Income tax paid
Net cash provided by operating activities
Cash flows 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 flows from financing 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 financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
Note
25(c)
25(d)
25(a)
Consolidated
2021
US$’000
2020
US$’000
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 page 42 to 85

41

GLG Corp Ltd Notes to the financial report

Notes to the financial report

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 Level 12, 225 George Street, 21 Jalan Mesin, Sydney, NSW, 2000 Singapore 368819 Australia

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

2. Significant accounting policies

Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law. The financial report comprises the consolidated financial statements of 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 24[th] 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.

42

GLG Corp Ltd Notes to the financial report

2. Significant accounting policies (cont’d)

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 15 for further details

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

There were no transfers between levels during the period.

43

GLG Corp Ltd Notes to the financial report

2. Significant accounting policies (cont’d)

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.

44

GLG Corp Ltd Notes to the financial report

2. Significant accounting policies (cont’d)

(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.

45

GLG Corp Ltd Notes to the financial report

2. Significant accounting policies (cont’d)

(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.

Defined 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.

(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.

46

GLG Corp Ltd Notes to the financial report

2. Significant accounting policies (cont’d)

(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.

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.

47

GLG Corp Ltd Notes to the financial report

4. Segment information (cont’d)

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

Consolidated – 30 June 2021
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 off property, plant
and equipment
EBIT
Finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense
Fabric
US$'000
611
69,762
Garments
US$'000
183,193
-
183,193
19
(3,540)
2,662
(841)
(7,173)
-
3,820
Intersegment
eliminations
US$'000
-
(69,762)
Total
US$'000
183,804
-
70,373 (69,762) 183,804
1 - 20
(2,382) - (5,922)
- - 2,662
- - (841)
43 1,004 (6,126)
(1,459) - (1,459)
1,883 - 5,703
(1,813)
3,890
(1,629)
2,261
Consolidated – 30 June 2020
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest revenue
Depreciation
Impairment loss on receivables
EBIT
Finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense
Fabric
US$'000
1,478
51,478
52,956
1
(2,205)
-
6,655
Garments
US$'000
176,569
33
176,602
2
(3,529)
(11,900)
2,072
Intersegment
eliminations
US$'000
-
(51,511)
Total
US$'000
178,047
-
(51,511) 178,047
- 3
- (5,734)
- (11,900)
- 8,727
(3,504)
5,223
(1,427)
3,796

48

GLG Corp Ltd Notes to the financial report

4. Segment information (cont'd)

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

Cambodia
India
Madagascar
Malaysia
Myanmar
Singapore
Fabric
2021
US$’000
2020
US$’000
-
482
430
202
11
-
134
125
-
599
36
70
611
1,478
Canada
Europe
Japan
Singapore
USA
Cambodia
Vietnam
Others
Garments
2021
US$’000
2020
US$’000
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

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.

49

GLG Corp Ltd Notes to the financial report

5. Revenue (cont’d)

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.

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
Consolidated
2021
US$’000
2020
US$’000
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

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

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

50

GLG Corp Ltd Notes to the financial report

7. Finance costs

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

8. Other expenses

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

Loss on written off 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 benefit expense:
Salaries, wages, and bonuses
Post-employment benefits:
Defined contribution plans
Total employee benefit expenses
Consolidated
2021
US$’000
2020
US$’000
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

51

GLG Corp Ltd Notes to the financial report

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.

52

GLG Corp Ltd Notes to the financial report

10. Income taxes (cont'd)

(a) Income tax recognised in profit or loss

Tax expense comprises:
Current tax expense in respect of the current year
Deferred tax expense in respect of the current year
(Under)/ over provision of deferred tax in prior financial year
Adjustments recognized in the current year in relation to prior
years
Total tax expense
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:
Profit from operations
Income tax expense calculated at 30%
Effect of expenses that are not deductible in determining taxable
profit
Effect of tax allowance
Effect of tax losses not recognised
Effects of different tax rates of subsidiaries operating in other
jurisdictions_(a)_
Utilisation of deferred tax assets not recognised previously
Under/ (over) provision of deferred tax in prior financial year
Other
Adjustments recognised in the current year in relation to the
current tax of prior years
Income tax expense recognised in profit
Consolidated
2021
US$’000
2020
US$’000
1,312
1,641
(105)
534
366
(695)
56
(53)
1,629
1,427
3,890
5,223
1,167
1,567
1,834
2,810
(740)
(117)
(105)
524
(668)
209
(394)
(2,843)
366
(695)
1,460
1,455
113
34
1,573
1,489
56
(62)
1,629
1,427
  • (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.

53

GLG Corp Ltd Notes to the financial report

10. Income taxes (cont’d)

(b) Current tax liabilities

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

(c) Deferred tax balances

Deferred tax liabilities arise from the following:

Consolidated
Opening
balance
Charged to
income
Charged
to
Equity
Acquisitions/
disposals
Exchange
differences
Changes in
tax rate
Closing
balance
2021 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Temporary differences
Property, plant and
equipment
Unused tax loses and
other credits:
Nil
2,747
257
85
-
-
-
3,089
2,747
257
85
-
-
-
3,089
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,747
257
85
-
-
-
3,089

Presented in the statement of financial position as follows: Deferred tax liability

3,089

2020 Consolidated Consolidated Consolidated Consolidated Consolidated
Opening
balance
Charged to
income
Charged
to
Equity
Acquisitions/
disposals
Exchange
differences
Changes in
tax rate
Closing
balance
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Temporary differences
Property, plant and
equipment
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

Presented in the statement of financial position as follows:

Deferred tax liability

2,747

54

GLG Corp Ltd Notes to the financial report

11. Trade and other receivables

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
Consolidated
2021
US$’000
2020
US$’000
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.

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 profit or loss
Allowance written off during the year
Balance at the end of the year
Consolidated
2021
US$’000
2020
US$’000
36
985
2
322
-
100
11
257
49
1,664
43
-
(43)
43
-
-
-
43

55

GLG Corp Ltd Notes to the financial report

11. Trade and other receivables (cont’d)

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.

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.

56

GLG Corp Ltd Notes to the financial report

12. Other financial assets

Other financial assets
Non-current
Security deposit
Office rental deposit (i)
Disclosed in the financial statements as:
Total Non-current other financial assets
Consolidated
2021
US$’000
2020
US$’000
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.


Raw materials
Work in progress
Goods in transit
Consumables
Stock lot
Finished goods
Provision of obsolescence stock
Total
Consolidated
2021
US$’000
2020
US$’000
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

57

GLG Corp Ltd Notes to the financial report

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, fittings and office 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.

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

58

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont’d)

  • Freehold and leasehold land and buildings - Level 3 (cont’d)
Description Valuation
Approach
Unobservable
inputs
Range of inputs Weighted
average
Relationship of
unobservable
inputs to fair
value
Freehold
property
Sales
comparison
Price per square
foot
RM37 to 61 per
square foot for
land
RM40 to 100
per square foot
for building
RM
=
Malaysian
Ringgit
currency
RM50
per
square foot for
land
RM73
per
square foot for
building
The higher the
price per square
foot, the higher
the fair value

59

GLG Corp Ltd Notes to the financial report

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.

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
Reclassification from investment properties
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
finance 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
Consolidated
2021
2020
US$'000
US$'000
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

60

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont'd)

Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated
At Valuation At Cost
Freehold
land and
buildings
Leasehold
land and
buildings
Sub-total Plant and
machinery
Renovation Other assets Motor
vehicles
Total
Cost US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
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 deficit - (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

61

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont'd)


Consolidated

Consolidated

Consolidated

Consolidated

Consolidated

Consolidated

Consolidated

Consolidated

Consolidated
At Valuation At Cost
Freehold land
and buildings
Leasehold land
and buildings
Sub-total Plant and
machinery
Renovation Other assets Motor vehicles Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
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.

62

GLG Corp Ltd Notes to the financial report

15. Other assets

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

16. Intangible assets

Consolidated Consolidated Consolidated Consolidated Consolidated
Software Goodwill Trademark
& customers
network
Others Total
Cost 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
Classified 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

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.

63

GLG Corp Ltd Notes to the financial report

16. Intangible assets (cont’d)

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-in-use 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.

64

GLG Corp Ltd Notes to the financial report

17. Trade and other payables


Trade and other payables
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)
Consolidated
2021
US$’000
2020
US$,000
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.

65

GLG Corp Ltd Notes to the financial report

18. Borrowings

.
Borrowings
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 financial statements as:
Current borrowings
Non-current borrowings
Consolidated
2021
US$’000
2020
US$’000
47,710
35,641
-
47
145
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, 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.

66

GLG Corp Ltd Notes to the financial report

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

Fully paid ordinary shares
Balance at beginning of financial year
Balance at end of financial year
Consolidated Consolidated
No.
’000
2021
US$’00
0
No.
’000
2020
US$’00
0
74,100
10,322
74,100
10,322
74,100
10,322
74,100
10,322

67

GLG Corp Ltd Notes to the financial report

20. Retained earnings

Balance at beginning of financial year
Dividend declared
Net profit attributable to members of the parent entity
Balance at end of financial year
Consolidated
2021
US$’000
2020
US$’000
54,631
50,835
(741)
-
2,261
3,796
56,151
54,631

21. Earnings per share

Earnings per share

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

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

Diluted earnings per share

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


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

68

GLG Corp Ltd Notes to the financial report

21. Earnings per share (cont’d)

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

Ctit libiliti
onngen aes
Guarantees arising from Letters of Credit in force (i)
Total
Consolidated
2021
US$’000
2020
US$’000
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.

69

GLG Corp Ltd Notes to the financial report

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)

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 finance charges
Present value of minimum lease payments*
Included in the financial statements as (note 18)
Current borrowings
Non-current borrowings
Minimum future
lease payments
Consolidated
2021
US$’000
2020
US$’000
Present value of
minimum future lease
payments
Consolidated
2021
US$’000
2020
US$’000
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.

70

GLG Corp Ltd Notes to the financial report

24. Subsidiaries

Name of subsidiary Country of
incorporation
Ownership interest Ownership interest
2021
%
2020
%
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:

Cash and cash equivalents Consolidated
2021
US$’000
2020
US$’000
22,280
7,614
22,280
7,614
(b) Financing facilities
Secured bank loan facilities with various maturity dates and
which may be extended by mutual agreement:
• amount used
• amount unused
Consolidated
2021
US$’000
2020
US$’000
66,210
48,267
101,263
98,603
167,473
146,870

71

GLG Corp Ltd Notes to the financial report

25. Notes to the cash flow statement (cont’d)

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

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

(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
Cashflows
Non-cash
items
30 June 2021
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

72

GLG Corp Ltd Notes to the financial report

26. Reserves

(a) Revaluation reserves
Beginning of financial year
Deferred tax liabilities on revaluation
Revaluation gain/(loss) arising from property, plant and
equipment
End of financial year
Consolidated
2021
US$’000
2020
US$’000
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.

73

GLG Corp Ltd Notes to the financial report

27. Leases

Consolidated
2021 2020
US$’000 US$’000
Cost
Balance as at 1 July 16,693 16,126
Additions 178 567
Balance as at 30 June 16,871 16,693
Amortisation
Balance as at 1 July 1,999 -
Amortisation 2,126 1,999
Balance as at 30 June 4,125 1,999
Net book value 12,746 14,694
Consolidated
2021 2020
US$’000 US$’000
Lease Liability
Balance as at 1 July 15,395 16,543
Additions 173 567
Balance as at 30 June 15,568 17,110
Repayment
Cash payments (2,528) (2,400)
Interest expense 624 685
Net payments 1,904 1,715
Balance as at 30 June 13,664 15,395
Current lease liability 1,981 1,875
Non-current lease liability 11,683 13,520
Total lease liability 13,664 15,395
Lease Location Term Interest rate
Head office Singapore 10years + 5years
to 31 Dec 2027)
option (01 Jan 2013 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%

74

GLG Corp Ltd Notes to the financial report

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 short-term 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.

75

GLG Corp Ltd Notes to the financial report

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 semi-annual basis.

The gearing ratio at year end was as follows:

Debt (i)
Cash and cash equivalents
Net Debt
Equity (ii)
Net debt to equity ratio
Consolidated
2021
US$’000
2020
US$’000
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

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

76

GLG Corp Ltd Notes to the financial report

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:

Singapore dollars
Hong Kong dollars
Vietnamese Dong
Malaysia Ringgit
Australia Dollar
Liabilities
2021
US$’000
2020
US$’000
930
205
5
6
-
-
767
654
8
13
1,710
878
Assets
2021
US$’000
2020
US$’000
645
1,391
3
15
-
2
260
158
15
8
923
1,574

77

GLG Corp Ltd Notes to the financial report

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.

Malaysia Ringgit
Impact
Consolidated
2021
2020
US$’000
US$’000
(507)
(497)
Vietnamese Dong
Impact
Consolidated
2021
2020
US$’000
US$’000
-
2
Other Foreign
Currency Impact
Consolidated
2021
2020
US$’000
US$’000
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

78

GLG Corp Ltd Notes to the financial report

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 credit-ratings 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.

79

GLG Corp Ltd Notes to the financial report

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

Weighted
average
effective
interest
rate
Within
1 year
2-5
year
5+ years Total



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.

80

GLG Corp Ltd Notes to the financial report

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 rate Foreign currency
SGD’000
Notional
Currency
US$’000
Fair Value
US$’000
2021
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.

81

GLG Corp Ltd Notes to the financial report

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:

Short-term employee benefits
Post-employment benefits
Consolidated
2021
US$
2020
US$
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 post-retirement, superannuation contributions made during the year and post-employment life insurance benefits.

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.

82

GLG Corp Ltd Notes to the financial report

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.

(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:

Rental
Utilities
Property tax rebate
Financial Guarantee fee
Transaction with Ghim Li Group Pte
Ltd (majority shareholder)
2021
2020
US$’000
US$’000
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.

83

GLG Corp Ltd Notes to the financial report

31. Remuneration of auditors

Auditor of the parent entity – BDO
Audit and review of the financial report
Tax services
Related Practice of the parent entity auditor
Audit or review of the subsidiaries
Tax services
Consolidated
2021
US$
2020
US$
56,560
2,861
59,538
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).

32. Parent entity disclosures

Financial position

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
2021
US$’000
2020
US$’000
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

84

GLG Corp Ltd Notes to the financial report

32. Parent entity disclosures (cont’d)

Financial performance

Profit/(Loss) for the year
Other comprehensive income
Total comprehensive income
2021
US$’000
2020
US$’000
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.

85

GLG Corp Ltd Additional Australia Securities Exchange Information

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 names of the substantial shareholders listed in GLG Corp Ltd register as at 31 August 2021 were:

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

86

GLG Corp Ltd Additional Australia Securities Exchange Information

Twenty largest holders of quoted equity securities

Top 20 holders – 31August 2021

Rank Name Shares %
1 Ghim Li GroupPte Ltd 53,338,000 71.98
2 Mr Yin Min Yong 3,504,751 4.73
3 HSBC CustodyNominees(Australia)Limited 2,800,000 3.78
4 Lisi Li 2,544,297 3.43
5 Ms PeilingGan 2,222,000 3.00
6 Mr Yoke Min Pang 2,000,000 2.70
7 Mr Ah Yian Au 1,322,957 1.79
8 BNP Paribas Noms PtyLtd 1,123,600 1.52
9 GowingBros Limited 830,903 1.12
10 CiticorpNominees PtyLimited 519,758 0.70
11 Dixson Trust PtyLimited 330,000 0.44
12 Mr Michael James Pauley 251,988 0.34
13 Markess Trustee Limited 250,000 0.34
14 Kam HingPiece Works Ltd 206,010 0.28
15 AngLeongAik 200,000 0.27
16 AJD EngineeringPtyLtd 166,666 0.22
17 Mr Marko Rankovic 153,964 0.21
18 Eu Mun Leong 116,000 0.16
19 Mr Christopher Chong& Mrs Heather Chong 110,001 0.15
20 Lim Chai Har 100,000 0.13
20 Seow TengPeng 100,000 0.13
Top 20 72,190,895 97.42
Total 74,100,000 100.00

Company secretary

Ms Rebecca Weir

Registered office Level 12, 225 George Street, Sydney, NSW, 2000 Australia

Principal administration office 21 Jalan Mesin Singapore 368819

Share registry

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

87