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GLG CORP LTD — Annual Report 2022
Sep 22, 2022
64991_rns_2022-09-22_94b506df-0874-47fc-bdef-7279d064f3ff.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 2022
GLG Corp Ltd Statutory Accounts
Statutory Report for the financial year ended 30 June 2022
| ear ended 30 June 2022 | ||
|---|---|---|
| Page | ||
| Corporate governance statement | 3 | |
| 17 | ||
| 32 | ||
| Independent audit report | 33 | |
| 36 | ||
| Consolidated Statement of profit or loss and other | 37 | |
| comprehensive income | ||
| Consolidated Statement of financial position | 38 | |
| Consolidated Statement of changes in equity | 39 | |
| Consolidated Statement of cash flows | 40 | |
| Notes to the financial report | 41 | |
| Additional Australian securities exchange information | 87 |
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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
The Company has prepared this statement which sets out its corporate governance practices that were in operation throughout the financial year ended 30 June 2022. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 1 September 2022 and has been approved by the Board of GLG.
https://www.ghimli.com/investor-relations/companys-charter/) (the Website ).
| ASX Recommendation Status Reference / Comment |
ASX Recommendation Status Reference / Comment |
ASX Recommendation Status Reference / Comment |
ASX Recommendation Status Reference / Comment |
|---|---|---|---|
| Principle 1 Lay solid foundations for management and oversight |
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A listed entity should clearly delineate the respective roles and responsibilities of its board and management and |
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| regularly review their performance. | |||
| 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 inplace to adequatelymanage 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 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 the Board; details of any other listed directorships held by the Director in the preceding 3 years; the term of office already served by the Director; whether theDirector is consideredto be |
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
independent; and recommendation by the Board in
respect of the re-election of the Director.
1.3 A listed entity should have a written Complying Each Director is given a letter upon appointment which
agreement with each director and senior duties, obligations,
executive setting out the terms of their remuneration, expected time commitments and
appointment. 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 Complying The Company Secretary is responsible for co-ordination
should be accountable directly to the board, of all Board business, including agendas, board papers,
through the chair, on all matters to do with minutes, communication with regulatory bodies, ASX
the proper functioning of the board. 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: Complying The Company is committed to the principles of
employing people with a broad range of experiences,
(a) have and disclose a diversity policy; skills and views. All executives, managers and
employees are responsible for promoting workforce
(b) through its board or committee of the
diversity.
board set measurable objectives for
achieving gender diversity in the The Company has adopted a Diversity Policy which can
composition of its board, senior be viewed on the Website. This policy sets as a target
executive and workforce generally; and 25% of all Board seats and management positions to be
held by women. The Board is also considering other
(c) disclose in relation to each
means to encourage diversity. The Company recognises
reporting period: the benefits of a diverse workforce and is committed to
1. the measurable objectives set for that providing an environment that encourages diversity.
The Board monitors the diversity profile of its
period to achieve gender diversity;
workforce. As the Company already has gender
2. diversity as evidenced by the proportion of women
those objectives; and reported below, the Board has not set any measurable
objectives.
3. either:
There are currently 2 female Executive Directors and 2
A. the respective proportions of men and male Non-Executive Directors on the Board.
women on the board, in senior executive
The Company discloses the respective proportions of
positions and across the whole
men and women in senior executive positions and
organisation (including how the entity
across the whole organisation within its Annual Report.
purposes); or
B.
( WGEA ) and therefore has not lodged a WGEA Report
under the Workplace Gender Equality
for the 2021/2022 period.
Act, the
published under that Act.
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
1.6 A listed entity should: Complying The Directors undertake an annual process to review the
performance and effectiveness of the Board, the Board
(a) have and disclose a process for Committees and individual directors. The CEO leads a
periodically evaluating the
discussion and provides feedback to the individual
performance of the board, its Directors as necessary.
committees and individual directors;
and This process was completed during the reporting period.
(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.
1.7 A listed entity should: Complying The CEO evaluates the performance of
senior executives annually. The Nomination &
(a) have and disclose a process for Remuneration Committee reviews the
periodically evaluating the performance annually. The Committee also reviews and
performance of its senior executives at approves senior management bonuses.
least once every reporting period; and
An evaluation was completed during the reporting period.
(b) disclose for each reporting period
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process during or
in respect of that period.
Principle 2 Structure the Board to be effective and add value
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and
knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively
and to add value.
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
2.1 The board of a listed entity should: Complying The Board has a formal Nomination & Remuneration
Committee comprising two independent directors (Grant
(a) have a nomination committee which:
Hummel and Peter Tan) and Madam Estina Ang (the
Executive Chair). The Chair of the Nomination &
(1) has at least three members, a
Remuneration Committee is Grant Hummel.
majority of whom are independent
directors; and
(2) is chaired by an independent are formalised in a Charter and is posted on the Website.
director, The number of times that the Nomination &
and disclose: Remuneration Committee met throughout the financial
(3) the charter of the committee; year and the individual attendances of the members at those
(4) the members of the meetings are disclosed in the Annual Report.
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.
2.2 A listed entity should have and disclose a Complying The Board aims to be comprised of Directors which
board skills matrix setting out the mix of have, at all times, the appropriate mix of skills,
skills and diversity that the board currently experience, expertise and diversity relevant to the
has or is looking to achieve in its businesses and the responsibilities.
membership.
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
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
direction;
Ascertain the current skills, knowledge, experience
and capabilities of the Board, and provide the
incumbent Directors with an opportunity to reflect
upon and discuss the current composition of the
Board; and
Identify any gaps in skills or competencies that can
be addressed in future director appointments.
In respect of the reporting period, the Board assessed
skill level against the following key
skills set out in the matrix which the Board considered
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment 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.
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Financial Acumen Financial knowledge, accounting or related financial management qualifications and experience.
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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.
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Diversity The ability to contribution to inclusion and diversity.
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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 Annual Report information about the skills, experience and expertise of each Director. Currently the Board comprises four Directors as follows:
| 2.3 | A listed entity should disclose: | Complying | Currently the Board comprises four Directors as follows: | Currently the Board comprises four Directors as follows: |
|---|---|---|---|---|
| (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. |
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. 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 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 formally advise the Board of their independent (or other)status eachyear. Peter Tan Independent Non-Executive Director Grant Hummel Independent Non-Executive Director Estina Ang Executive Chair Felicia Gan Chief Executive Officer |
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| 2.4 | A majority of the board of a listed entity | Non- | Currently, the Board comprises two independent Non- | |
| should be independent directors. | Complying | Executive Directors and two Executive Directors. The | ||
| Company believes this in an appropriate mix of skills | ||||
| and experience. |
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GLG Corp Ltd Corporate Governance Statement
| ASX Recommendation Status Reference / Comment |
ASX Recommendation Status Reference / Comment |
ASX Recommendation Status Reference / Comment |
ASX Recommendation Status Reference / Comment |
|---|---|---|---|
| 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 Chair and CEO. Felicia Gan has assumed the role of CEO and Estina Ang remains in the position of Chair. Although Estina Ang is not an independent director, the Board are comfortable that Estina Ang is the best candidate for the Chair position. |
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| 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. |
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| Principle 3 Instil a culture of acting, lawfully, ethically and responsibly |
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A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically |
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| 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 updating the Board on any whistleblower reports and is a standing agenda item at Board meetings. |
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
3.4 A listed entity should: Complying The Company has established an Anti-Bribery and
Corruption Policy, a copy of which can be found on the
(a) Have and disclose an anti- bribery
and corruption policy; and Website.
(b) Ensure that the board or a The CEO, Felicia Gan is responsible for bringing
committee of the board is informed breaches of the Anti-Bribery and Corruption Policy to
of any materials breaches of that the attention of the Board, and breach reporting is a
policy. 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: Non- Currently, the Board comprises two independent Non-
Complying Executive Directors and two Executive Directors. The
(a) have an audit committee which:
Company believes this in an appropriate mix of skills
(1) has at least three members, all of whom
and experience.
are non-executive directors and a
majority of whom are independent The Board has a formal Audit Committee currently
directors; and comprising two independent Directors Grant Hummel
(2) is chaired by an independent director, who and Peter Tan and one Executive Director Felicia Gan
is not the chair of the board,
(3) and disclose: The role of the Audit Committee is to advise on
(4) the charter of the committee;
financial information prepared for use by the Board or
(5) the relevant qualifications and experience for inclusion in financial statements. The Chair of the
of the members of the committee; and Audit Committee is Peter Tan. The Audit
(6) in relation to each reporting period, the functions and powers are formalised in a Charter and
number of times the committee met is posted on the Website. The number of times that the
throughout the period and the individual Audit Committee met throughout the financial year and
attendances of the members at those the individual attendances of the members at those
meetings; or meetings, and the relevant qualifications and experience
(b) if it does not have an audit committee, of the Audit Committee members are disclosed in the
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
4.2 The board of a listed entity should, before it Complying The Directors are committed to the preparation of
financial statements that present a balanced and clear
a financial period, receive from its CEO and assessment of the
CFO a declaration that, in their opinion, the prospects. The Board reviews
financial records of the entity have been annual financial statements. The Board requires that the
properly maintained and that the financial
statements comply with the appropriate reports present a true and fair view, in all material
accounting standards and give a true and respects, of the financial condition and
fair view of the financial position and operational results are in accordance with relevant
performance of the entity and that the accounting standards and that the opinion has been
opinion has been formed on the basis of a formed on the basis of a sound system of risk
sound system of risk management and management and internal control which is operating
internal control which is operating effectively.
effectively.
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
4.3 A listed entity should disclose its process to Complying The full year and half year reporting is
verify the integrity of any periodic corporate audited and reviewed, as the case may be, by an external
report it releases to the market that is not
audited or reviewed by an external auditor. Board, which seeks documents and information from the
Management and subject- matter experts where
necessary.
Principle 5 Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person
would expect to have a material effect on the price or value of its securities.
5.1 A listed entity should have and disclose a Complying The Company has a documented policy which has
written policy for complying with its established procedures designed to ensure compliance
continuous disclosure obligations under with the ASX Listing Rule continuous disclosure
listing rule 3.1. 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 securities and improving access to
information for all investors. The CEO and the
Company Secretary are responsible for interpreting
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 Complying The Board receives copies of all material
receives copies of all material market market announcements promptly after they have been
announcements promptly after the have made.
been made.
5.3 A listed entity that gives a new and Complying All investor or analyst presentations are released to the
substantive investor or analyst presentation ASX market announcements platform ahead of the
should release a copy of the presentation presentation.
materials on the ASX Market
Announcements Platform ahead of the
presentation.
Principle 6 Respect the rights of security holders
A listed entity should provide its securityholders with appropriate information and facilities to allow them to
exercise their rights as security holders effectively.
6.1 A listed entity should provide information Complying The Board informs all shareholders of all major
about itself and its governance to investors
via its website. 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 Complying The Company communicates with its shareholders and
an investor relations program to facilitate investors by posting information via the ASX or website,
effective two- way communication with and by encouraging attendance and participation of
investors. shareholders at general meetings. Management and/or
Directors may meet with shareholders from time to time
upon request and respond to any enquiries they may
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
make.
6.3 A listed entity should disclose the policies Complying Shareholders are encouraged to attend the Annual
and processes it has in place to facilitate and General Meeting (AGM). The AGM is an opportunity
encourage participation at meetings of for shareholders to hear the Directors provide updates
security holders. on Company performance, ask questions of the Board
and vote on the various resolutions affecting the
business. Shareholders are given an opportunity to ask
conduct of the audit and preparation and content of the
6.4 A listed entity should ensure that all Complying general meetings are decided
substantive resolutions at a meeting of by way of a poll.
security holders are decided by a poll rather
than by a show of hands.
6.5 A listed entity should give security holders the Complying Investors are able to communicate with the Company
option to receive communications from, and electronically via the Website. Investors are also able to
send communications to, the entity and its
security registry electronically. electronically by emailing the registry or via the
Principle 7 Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that
framework
7.1 The board of a listed entity should: Complying The Board is responsible for the management of risk due
to the current size of the Board. GLG is committed to
(a) have a committee or committees to
embedding risk management practices to support the
oversee risk, each of which:
achievement of business objectives. The Board is
(1) has at least three members, a
responsible for reviewing and overseeing the risk
majority of whom are independent
management strategy and ensuring GLG has an
directors; and
appropriate corporate governance structure. Within that
(2) is chaired by an independent
overall strategy, management has designed and
director,
implemented a risk management and internal control
and disclose:
system to manage material business risks.
(3) the charter of the committee;
(4) the members of the GLG has implemented a 5-step process to manage risk
committee; and as follows:
(5) as at the end of each reporting period,
1. Review the risk content and identification of
the number of times the committee
specific key risks;
met throughout the period and the
individual attendances of the 2. Analysing and prioritising selected risks;
members at those meetings; or
3. Evaluation and treatment of risks;
(b) if it does not have a risk committee or
4. Monitoring and reporting; and
committees that satisfy (a) above, disclose
that fact and the processes it employs for 5. Controlling, communication and knowledge-
capturing. GLG risk categories are:
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;
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GLG Corp Ltd Corporate Governance Statement
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ASX Recommendation Status Reference / Comment
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.
11. 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 Complying The Company has established a Risk Management
should: Policy, a copy of which is available on the Website.
(a) The Board has delegated responsibilities to the
framework at least annually to satisfy Management Risk Committee who then provides
itself that it continues to be sound; and reports to the Board. The Board is responsible for
approving policies on risk assessment and management.
(b) disclose, in relation to each reporting
The Audit Committee regularly reviews the risk
period, whether such a review has taken
management framework and policies of the Company.
place.
7.3 A listed entity should disclose: Complying The Company does not have an internal audit function.
(a) if it has an internal audit function,
organisational structure and accounting controls and
how the function is structured and
processes on a regular basis and reports to the Audit
what role it performs; or
Committee and in turn to the Board; the Board is
(b) if it does not have an internal audit satisfied that the processes in place to identify the
function, that fact and the processes it and
employs for evaluating and continually that these risks are being effectively
improving the effectiveness of its risk risk management processes continue to be monitored
management and internal control and reported against. A copy of GL
processes. Policy is available on the Website.
7.4 A listed entity should disclose whether it has Complying The Company does not have any material exposure to
any material exposure to economic, economic, environmental and social sustainability risks.
environmental and social sustainability risks The Directors believe that the Company has adequate
and, if it does, how it manages or intends to systems in place for the identification and management
manage those risks. of these material risks.
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 values and risk appetite.
8.1 The board of a listed entity should: Complying The Board has a formal Nomination & Remuneration
Committee comprising three members, two of whom
(a) have a remuneration committee which: are independent. The current members are Grant
(1) has at least three members, a Hummel (Non- Executive Independent Director), Peter
majority of whom are independent Tan (Non-Executive Independent Director) and Estina
directors; and Ang (Executive Chair). The Chair of the Nomination &
(2) is chaired by an independent Remuneration Committee is Grant Hummel.
director,
The role of the Nomination & Remuneration Committee
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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 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. |
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 appropriateness of remuneration packages. The Nomination and powers are formalised in a Charter and is posted on 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 Meetings. |
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| 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 | Details of the Directors and Senior Executives remuneration are set out in the Remuneration Report in the Annual Report. The structure of Non-Executive 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. |
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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:
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the Board should comprise directors with an appropriate range of qualifications and expertise; and
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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 Chair |
| 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 page 17 to 18.
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 onand 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.
iples and Recommendations (4[th] 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 23 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.
Conduct, Audit Committee charter and Nomination and Remuneration Committee charter and the terms and conditions of the continuous disclosure and shareholder communication
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 2022, the proportion of women employed by GLG Corp Ltd was:
-
Board of Directors 50%
-
Senior Executives 47%
-
Total Workforce 59%
14
GLG Corp Ltd Corporate Governance Statement
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. trading policy has been made available on the Company website.
Risk Management Policy
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:
-
o
-
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; and
-
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
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 outsourced business partners.
The management
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.
are made publicly available on the Company website.
15
GLG Corp Ltd
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 2022
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. |
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 bi ih bili i d |
|
| usness wt no recoveraty ssues; an The valuation of the GLIT*Receivable continues to be an area of to support its recoverability. With the accessibility of trust receipts available for offset and the amount of available collaterals in place, the receivable is evaluated to be recoverable at the reporting date. *Please refer to the Notes to the Financial Statements Note 11 for the details of GLIT. |
Other Information
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practices and policies in relation to the matters reserved to the board, matters website.
16
GLG Corp Ltd
The Directors of submit herewith the annual financial report of the consolidated entity for the financial year ended 30 June 2022. In order to comply with the provisions of the Corporations Act 2001 (Cth), 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 Chair 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, Achievement Award recognised for her outstanding contribution to her field in 2021 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 and is a member of the Audit Committee. 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 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.
17
GLG Corp Ltd
Peter Tan
Peter Tan was appointed as an independent director of the Board effective from 15 October 2020. He is currently the Chair of the Audit Committee and a member of the Nomination and Remuneration Committee.
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, 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 1 December 2020. Mr. Hummel is a member of the Audit Committee and the Chair 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
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0 1 2 3 4 5
Strategic and Commercial Acumen
Financial Acumen
Risk & Compliance
Executive Leadership
Diversity
International/Global
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The results of the surveys are illustrated in the diagram above, with skill assessments out of an aggregated Board score of five.
18
GLG Corp Ltd
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.
Security Holdings
Company or a related body corporate as at 30 June 2022.
| Fully Paid Ordinary Shares | Fully Paid Ordinary Shares | |||
|---|---|---|---|---|
| Directors | As at 1 July 2021 |
Acquisitions FY22 |
Disposals FY22 |
As at 30 June 2022 |
| Estina Ang Suan Hong Felicia Gan Peiling Peter Tan GrantHummel |
53,338,000 55,560,000 - - |
- - - - |
- - - - |
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 pages 24 to 30.
Share options granted to directors and senior management
During and since the end of the financial year no share options (2021: nil) were granted to the directors as part of their remuneration.
Company Secretary
Ms Rebecca Weir resigned as Company Secretary on 29 September 2021 and Ms Marika White and Mr Hasaka Martin were appointed. Ms Marika White then resigned on 26 November 2021 and Mr Geoffrey Stirton was appointed. Mr Hasaka Martin and Mr Geoffrey Stirton are employees of Emerson Operations Pty Ltd (the are the appointed Company Secretary for a number of Companies, including ASX listed, private unlisted, and smaller private start-up companies.
Geoffrey Stirton
Mr Stirton has over 30 years' experience working with listed and unlisted companies as well as not for profits in both governance and line management roles. He has primarily worked in financial services for a number of ASX 100 companies. He is a Chartered Accountant and Chartered Secretary and a Fellow of both the Australian Institute of Company Directors and the Governance Institute of Australia.
Hasaka Martin
Mr Martin has over 15 years' experience working with listed companies both internally and through corporate service providers and has worked across a number of industries. He is a Chartered Secretary and a Fellow of the Governance Institute of Australia. Mr Martin holds a Graduate Diploma in Applied Corporate Governance and postgraduate qualifications in corporate and securities law.
Principal Activities
the financial year were being a global supplier of knitwear, apparel, garments, accessories like fabric facial masks and supply chain management operations.
19
GLG Corp Ltd
Review of Operations
The global outbreak of the COVID-19 pandemic has adversely affected the global supply chain and has hit the global textile and apparel industry hard as we continue to deal with global 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 the logistics supply chain causing considerable delays in shipments to our customers.
On the positive side, additional government stimulus packages have positively boosted retail sales demand from our customers increasing sales as a result, as well as work from home trends and growth of our athleisure casual active programs. Hence, this had a positive impact 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 increases in costs have impacted GLG bottom line for this financial year ended 30 June 2022.
Health and safety of our employees remain our priority as we continue to implement safe distancing, quarantine measures and testing protocols which aim to protect the health and safety of our employees. In addition, we have also implemented staggered working hours in the office to reduce possible congregation of employees at common spaces and to perform their work 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 protocols to ensure that we remain in line with global recommended practices and guidelines.
The discussion above forms part of this Directors Report.
Comparison of Consolidated Statement of Profit or Loss and Comprehensive Income for the financial year ended 30 June 2022 with that of 30 June 2021.
$15.8m or 8.6% from US$183.8m in the previous year to US$199.6m in this financial year. This was mainly due to larger orders from existing and new garment customers due to pent up consumer demand, USA stimulus, sales growth in athleisure and sleepwear during the pandemic. In addition, there was an insurance compensation in previous year which is not a recurring transaction in this financial year.
The gross margin strengthened from 18.0% in the previous year to 20.7% in this financial year, mainly due to improved product mix and growth of higher margin programs.
Selling and distribution costs increased by 103.0% from US$9.1m in the previous year to US$18.4m in this financial year. This was mainly due to duty and freight cost incurred on Landglobal freight rates spiked over the period as a flow on impact from COVID affecting global supply chains.
Administrative expenses slightly decreased by 0.6% from US$11.7m in the previous year to US$11.6m in this financial year. The decrease in costs was achieved through streamlining of manpower.
Finance costs slightly decreased by 7.3% from US$1.8m in the previous year to US$1.7m in this financial year. The decrease was mainly due to lower interest rate and better cash management on invoice financing.
Other expenses decreased by 68.4% from US$9.7m in the previous year to US$3.1m this financial year. The decrease was due primarily to the write off of assets and receivable from an outsourced manufacturer of US$1.4m and US$6.0m, respectively in the prior year and these expenses were partially offset by a commitment fee of US$1.3m paid to outsourced manufacturers this financial year. In addition, there was an impairment of goodwill of US$840K in the prior year and US$1.0m this financial year due to the unexpected fluctuation of revenue and changes in the current economic condition affecting the relevant entity.
As a result of the above factors and also when taking into account the lower effective tax rate in the current year, this resulted in a net profit after tax for GLG of US$5.2m, which represented an increase of US$2.9m when compared to the financial year ended 30 June 2021 of US$2.3m.
20
GLG Corp Ltd
Comparison of the Consolidated Statement of Financial Position as at 30 June 2022 with that of 30 June 2021.
Trade and other receivables increased by 22.7% from US$33.9m as at 30 June 2021 to US$41.7m as at 30 June 2022. The increase was primarily due to higher revenue generated in the last 2 months of the financial year as compared to the same period of the previous year.
Inventory increased by 10.2% from US$34.3m as at 30 June 2021 to US$37.8m as at 30 June 2022. This was mainly attributed to an increase in the inventory of raw materials in the factories arising from yarn price increase amidst yarn price increases, port congestion and sporadic country lockdowns affecting supply chain.
The right-of-use assets decreased by 13.2% from US$12.7m as at 30 June 2021 to US$11.1m as at 30 June 2022 mainly due to the amortised value of leases recognised as nonposition as at 30 June 2022.
The intangible assets decreased by 32.3% from US$5.0m as at 30 June 2021 to US$3.4m as at 30 June 2022 mainly due to the goodwill impairment of US$1.0m as a result of projected decrease of revenue and changes in current economic condition affecting the relevant subsidiary.
Current and non-current borrowings decreased by 17.9% from US$54.3m as at 30 June 2021 to US$50m as at 30 June 2022 mainly due to the decrease in trust receipts and bank loans.
Comparison of the Consolidated Statement of Cash Flows for the financial year ended 30 June 2022 with that of 30 June 2021.
The cash flow from operating activities decreased from net cash provided of $20.1m in respect of the 30 June 2021 to a net cash flow used of $1.1m in respect of the 30 June 2022 financial year. This movement was mainly due to the settlement of outstanding balances to suppliers and advance purchases given to outsourced manufacturing suppliers to meet the higher revenue demands and advance purchases of raw materials for future production given pressures placed on global supply chains from COVID. In addition, the receipts from customers remained consistent to previous year despite of the increase in revenue due to the increase in trade receivable this financial year.
Net cash flows used in investing activities amounted to US$1.3m was mainly due to investment in new machineries in the fabric factory to increase the productivity and order requirements.
Net cash used in financial activities increased by US$4.1m from US$1.9m in previous year to US$6.0m this financial year. The increase was mainly attributed to the net repayments of trust receipts and bank loans amounted to US$4.3m and repayment of lease liability amounted to US$2.1m netted off by the proceeds from borrowings from a related party amounted to US$1.1m during the financial year.
As a result of the above, there was a net decrease of US$8.4m in cash and cash equivalents for financial year ended 30 June 2022, from a net cash surplus of US$22.3m as at 30 June 2021 to a net cash surplus of US$13.9m as at 30 June 2022.
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.
21
GLG Corp Ltd
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
Despite of a better performance in FY2022 compared to previous financial year, the Board has considered a lower dividend amount as the Group foresee tougher trading conditions in FY2023 and the need to preserve working capital requirement.
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Unfranked Record date Payment date
amount per
Dividends (Distributions) As per security
security-US
US Cents
cents
Interim ordinary unfranked - - - -
dividend
Proposed Final ordinary 1.50 1.50 29 December 2022 16 January 2023
unfranked Dividend
Total unfranked dividend 1.50 1.50
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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 2022 and will be recognised in the subsequent financial period.
Dividend was declared and paid for financial year ended 30 June 2021 per table below.
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----- Start of picture text -----
Unfranked Record date Payment date
amount per
Dividends (Distributions) As per
security-US
security US
cents
Cents
Interim ordinary unfranked 1.00 1.00 26 March 2021 15 April 2021
dividend
Proposed Final ordinary 1.00 1.00 20 September 2021 18 October 2021
unfranked Dividend (Paid)
Total unfranked dividend 2.00 2.00
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Subsequent events
There has not been any matter or circumstance occurring after 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 the future financial year.
Future Developments
The consolidated entity is expanding fabric suppliers to include fashion novelty and also to increase the amount of work with outsourced factories. The performance depends on many economic and industry factors. In the opinion of the Directors, it is not possible or appropriate to make a prediction on the future course of markets, performance of the consolidated entities or the forecast of the likely result of the consolidated entities activities.
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 (2021: Nil).
22
GLG Corp Ltd
Proceedings on Behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Indemnification of officers and auditors
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the company (as named above), the company secretary, and all executive officers of the company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such an officer or auditor.
Director
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 four Board meetings, three Nomination and Remuneration Committee meetings and two Audit Committee meetings were held:
| Board of | directors | Nomination & Remuneration Committee |
Audit Committee | Audit Committee | |||
|---|---|---|---|---|---|---|---|
| Directors | Held | Attended | Held Attended |
Held | Attended | ||
| Estina Ang | Suan Hong | 4 | 4 | 3 3 |
- | - | |
| Grant Hummel | 4 | 4 | 3 3 |
2 | 2 | ||
| Felicia Gan | Peiling | 4 | 4 | - - |
2 | 2 | |
| Peter Tan | 4 | 4 | 3 3 |
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 imposed by the Corporations Act 2001.
The Directors are of the opinion that the services disclosed in Note 31 to the full financial statements do not 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 (including Independence Standards) issued 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.
page 32 of this report.
23
GLG Corp Ltd
Rounding off of amounts
The company is a company of the kind referred to in ASIC Corporations (Rounding in Reports) Instrument 2016/191 and in accordance with report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.
Remuneration Report (audited)
30 June 2022. 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 Chair
-
Grant Hummel as Independent Non-Executive Director
-
Felicia Gan Peiling as Executive Director and Chief Executive Officer
-
Peter Tan as Independent Non-Executive Director
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 Li San as Group Financial Controller
-
Lee Kwak Keh appointed as Chief Marketing Officer
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.
24
GLG Corp Ltd
Relationship between the remuneration policy and company performance
shareholder wealth for the five years to June 2022:
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30 June 2022 30 June 2021 30 June 2020 30 June 2019 30 June 2018
Revenue from all
sources 199,609 183,804 178,047 175,709 180,606
Net profit before
tax 6,843 3,890 5,223 1,438 3,806
Net profit after
tax 5,184 2,261 3,796 455 2,395
Share price at
start of year $0.27 $0.10 $0.09 $0.10 $0.19
Share price at end
of year $0.19 $0.27 $0.10 $0.09 $0.10
Total Dividend
(unfranked) $0.015 $0.020 - - -
Basic earnings per
share 7.00 cps 3.05 cps 5.12 cps 0.61 cps 3.23 cps
Diluted earnings
per share 7.00 cps 3.05 cps 5.12 cps 0.61 cps 3.23 cps
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25
GLG Corp Ltd
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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 the 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;
-
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.
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 rofit for the year.
26
GLG Corp Ltd
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
| 2022 | 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 | 535,050 88,438 - - 5,815 - - 629,303 |
| Peter Tan | 42,222 - - - - - - 42,222 |
| Grant Hummel | 34,216 - - - - - - 34,216 |
| Felicia Gan Peiling1 | 311,744 36,849 - - 12,779 - - 361,372 |
| 923,232 125,287 - - 18,594 - - 1,067,113 |
|
| Executives | |
| Lee Kwak Keh | 106,568 16,951 - - 5,468 - - 128,987 |
| Victoria Yong2 | 17,493 20,451 - - 5,401 - - 43,345 |
| Susan Yong | 143,712 22,109 - - 7,252 - - 173,073 |
| Lee Li San | 79,594 14,740 - - 11,526 - - 105,860 |
| 347,367 74,251 - - 29,647 - - 451,265 |
|
| Total | 1,270,599 199,538 - - 48,241 - - 1,518,378 |
- Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Executive Chairman; Felicia Gan Peiling is the Chief Executive Officer.
- Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (resigned 9 Aug 2021)
27
GLG Corp Ltd
| 2021 | 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 | 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 |
-
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).
-
Peter Tan appointed as Independent Director on 15 October 2019.
-
Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (appointed 24 February 2020 and resigned 9 August 2021)
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 Peter Tan Grant Hummel Felicia Gan Peiling Executives Lee Kwak Keh Victoria Yong Susan Yong Lee Li San |
2022 85.9% 100% 100% 89.8% 86.9% 52.8% 87.2% 86.1% |
2021 84.9% 100% 100% 78.5% 86.9% 94.1% 87.1% - |
2022 14.1% - - 10.2% 13.1% 47.2% 12.8% 13.9% |
2021 15.1% - - 21.5% 13.1% 5.9% 12.9% - |
Note: Fixed remuneration consists of base pay plus other fixed allowances paid to the individual on a regular basis, whilst Performanceperformance.
28
GLG Corp Ltd
Salary supplement / Bonuses payment as compensation for the current financial year
Madam Estina Ang Suan Hong was granted a salary supplement on 28 January 2022 of US$88,438 (2021: US$96,453) during the financial year ended 30 June 2022. This amount was paid on 28 January 2022 for her stewardship as Founder and Chair 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 2022 of US$36,849 (2021: US$74,195) during the financial year ended 30 June 2022. This amount was paid on 28 January 2022 for her contribution as Chief Executive 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 27 August 2021 of US$20,451 (2021: US$11,129) during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for her 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 2022 of US$22,109 (2021: US$25,968) during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for her contribution as Chief Operations Officer 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 2022 of US$16,951 (2021: US$18,549) during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for his contribution as Chief Merchandising Officer for the business although the company did not pay any variable bonus to him.
Ms Lee Li San was granted a salary supplement on 28 January 2022 of US$14,740 during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for her contribution as Group Financial Controller, although the company did not pay any variable bonus to her.
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
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----- Start of picture text -----
Granted as Balance at
Balance compensation Net other resignation Balance
at 1 July change date at 30 June
No. No. No. No. No.
2022
Estina Ang Suan Hong (indirect 53,338,000 53,338,000
holding through Ghim Li
Group) - - -
Felicia Gan Peiling (including 55,560,000 55,560,000
indirect holding through Ghim
- -
Li Group)
2021
Estina Ang Suan Hong (indirect 50,116,000 - 3,222,000 - 53,338,000
holding through Ghim Li
Group)
Felicia Gan Peiling including 52,338,000 - 3,222,000 - 55,560,000
indirect holding through Ghim
Li Group)
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29
GLG Corp Ltd
Key terms of employment contract
A summary of the key term of employment are set out below for the financial year ended 30 June 2022:
| Position | Keyterm of service agreements |
|---|---|
| Chair | Base salary: US$535,050 (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. | |
| notice in the event of serious misconduct. | |
| Termination payment: in lieu of notice | |
| Restraint and confidentiality provisions. | |
| Chief Executive Officer | Base salary: US$311,744 (SG$423,000) 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. | |
| 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 |
| 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.
30
GLG Corp Ltd
the Corporations Act 2001.
On the behalf of the Directors
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Felicia Gan, CEO Singapore, 23[rd] September 2022
31
Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia
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DECLARATION OF INDEPENDENCE BY STEPHEN MAY TO THE DIRECTORS OF GLG CORP LTD
As lead auditor of GLG Corp Ltd for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and
-
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.
Stephen May Director
BDO Audit Pty Ltd
Sydney
23 September 2022
32
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 Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia
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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 2022, 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 2022 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.
33
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.
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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.
| Key audit matter | How the matter was addressed in our audit | How the matter was addressed in our audit |
|---|---|---|
| Valuation of GLIT receivables | To | determine whether the receivable was |
| The valuation of the GLIT receivables, | recoverable at the reporting date, our audit | |
| collectively the receivables from GLIT Holdings | procedures included, amongst others, the | |
| and receivables from outsourced manufacturing | following procedures: | |
| suppliers as disclosed in Note 11, is significant to | • |
Assessed managements’ evaluation of the |
| our audit because as at 30 June 2022 the balance | recoverability of the receivable. | |
| was $17,926,182 and it includes judgement in | • | Analysed turnover of the receivable balance |
| assumptions used in assessing the recoverability. | in order to ascertain whether the | |
| The valuation process used by the Group to | recoverability of the receivable would occur | |
| assess recoverability is judgemental and is based | within a reasonable timeframe as part of the | |
| on assumptions, specifically those in relation to | overall working capital cycle of the Group. | |
| trust receipts and 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 2022, 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.
34
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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 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 24 to 30 of the directors’ report for the year ended 30 June 2022.
In our opinion, the Remuneration Report of GLG Corp Ltd, for the year ended 30 June 2022, 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
Stephen May Director
Sydney, 23 September 2022
35
GLG Corp Ltd
The Directors declare that:
-
(a) pay its debts as and when they become due and payable;
-
(b) Australian Accounting Standards and International Financial Reporting Standards, as stated in note 2 to the financial statements;
-
(c) the Corporations Act 2001, including compliance with Australian Accounting Standards and giving a true and fair view of the financial position of the consolidated entity as at 30 June 2022 and of its performance for the financial year ended on that date; and
-
(e) 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)(a) of the Corporations Act 2001.
On the behalf of the Directors
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Felicia Gan, CEO
Singapore, 23[rd] September 2022
36
GLG Corp Ltd Consolidated statement of profit or loss and other comprehensive income
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| 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 (deficit)/ surplus, on land and building, net of tax 26 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 |
|---|---|
| 2022 2021 |
|
| 199,609 183,804 (158,322) (150,712) |
|
| 41,287 33,092 389 3,151 (18,437) (9,083) (11,640) (11,715) (1,680) (1,813) (3,076) (9,742) |
|
| 6,843 3,890 (1,659) (1,629) |
|
| 5,184 2,261 (798) 267 |
|
| (798) 267 |
|
| 4,386 2,528 |
|
| 7.00 3.05 7.00 3.05 |
Notes to the financial statements are included on page 41 to 86
37
GLG Corp Ltd Consolidated statement of financial position
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| Current assets Cash and cash equivalents Trade and other receivables Inventory Other assets Total current assets Non-current assets Other financial assets Trade and other receivables 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 16 12 11 15 27 14 17 18 27 10(b) 18 27 10(c) 19 26 26 20 |
Consolidated |
|---|---|---|
| 2022 2021 |
||
| 13,893 22,280 39,677 33,966 37,825 34,338 959 1,671 |
||
| 92,354 92,255 |
||
| 8,871 8,871 2,000 - 3,361 4,963 11,062 12,746 29,396 32,296 |
||
| 54,690 58,876 |
||
| 147,044 151,131 |
||
| 22,642 24,070 46,520 49,621 2,128 1,981 481 635 |
||
| 71,771 76,307 |
||
| 3,465 4,646 10,001 11,683 2,756 3,089 |
||
| 16,222 19,418 |
||
| 87,993 95,725 |
||
| 59,051 55,406 |
||
| 10,322 10,322 2,947 3,745 (14,812) (14,812) 60,594 56,151 |
||
| 59,051 55,406 |
Notes to the financial statements are included on page 41to 86
38
GLG Corp Ltd Consolidated statement of changes in equity
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| Consolidated 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 Balance at 1 July 2021 Dividend declared Profit for the year Other comprehensive income for the year Total comprehensive income for the year Balance at 30 June 2022 |
Issued Capital Asset Revaluation Reserve Merger Reserve Retained Earnings Total |
|---|---|
| 10,322 3,478 (14,812) 54,631 53,619 - - - (741) (741) - - - 2,261 2,261 - 267 - - 267 |
|
| - 267 - 2,261 2,528 |
|
| 10,322 3,745 (14,812) 56,151 55,406 |
|
| 10,322 3,745 (14,812) 56,151 55,406 - - - (741) (741) - - - 5,184 5,184 - (798) - - (798) |
|
| - (798) - 5,184 4,386 |
|
| 10,322 2,947 (14,812) 60,594 59,051 |
Notes to the financial statements are included on page 41 to 86
39
GLG Corp Ltd Consolidated statement of cash flows
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| 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 (used in)/ provided by operating activities Cash flows from investing activities Purchase of property, plant and equipment Disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities (Repayment of)/ net proceeds from borrowings Repayments of lease liability Net proceeds from/ (repayments) to Ghim Li Group Dividend paid Net cash used in financing activities Net (decreased)/ 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 |
|---|---|---|
| 2022 2021 |
||
| 191,429 191,737 - 2,517 (190,040) (167,195) 837 (3,395) 12 20 (740) (885) (558) (624) (1,998) (2,106) |
||
| (1,058) 20,069 |
||
| (1,325) (3,492) 19 21 |
||
| (1,306) (3,471) |
||
| (4,283) 8,889 (2,135) (1,908) 1,129 (8,177) (734) (736) |
||
| (6,023) (1,932) |
||
| (8,387) 14,666 22,280 7,614 |
||
| 13,893 22,280 |
Notes to the financial statements are included on page 41 to 86
40
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 registered office and principal place of business are as follows:
Registered office
Level 42, 264-278 George Street, Sydney, NSW, 2000 Australia
Principal place of business 21 Jalan Mesin, Singapore 368819
the financial year were being a global supplier of knitwear, apparel, garments, accessories like fabric facial masks 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
The financial statements were authorised for issue by the Directors on 23[rd] September 2022.
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.
41
GLG Corp Ltd Notes to the financial report
2.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
Fair value hierarchy
The following details the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
Assets and liabilities measured at fair value include:
-
Freehold and leasehold land and buildings - Level 3 refer to Note 14 for further details
-
Contingent liability - Level 3
There were no transfers between levels during the period.
42
GLG Corp Ltd Notes to the financial report
2.
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 by the consolidated entity for the annual reporting period ended 30 June 2022. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
(a) Basis of consolidation
The consolidated financial statements include the information and results of each subsidiary from the date on which the GLG obtains control and until such time as the Group 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.
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.
43
GLG Corp Ltd Notes to the financial report
2.
(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 classifie profit or loss 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
The Group 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 Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If 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.
44
GLG Corp Ltd Notes to the financial report
2.
- (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.
45
GLG Corp Ltd Notes to the financial report
3. Critical accounting judgements and key sources of estimation uncertainty
In the application of GLG in note 2 and the respective notes in the financial report, 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 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, 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 15 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. In addition, estimates and judgement in provision for impairment of inventories is discussed in Notes 13.
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.
reporting to the directors are consistent with those adopted in the financial statements.
Revenues of US$34.4m (2021: US$54.5m), US$36.4m (2021: US$26.9m) and US$43.9m (2021: US$32.2m) derived from three single customers of the Group. Each of these separate revenues amount to more than 10%
Types of products and services
The principal products and services of each of these operating segments are as follows: Fabric the manufacture and wholesaling of fabric Garments the manufacturing and wholesaling of garments
Intersegment transactions
Intersegment transactions were made at market rates. The garment retailing operating segment purchases fabric from the fabric manufacturing operating segment. Intersegment transactions are eliminated on consolidation.
46
GLG Corp Ltd Notes to the financial report
4.
Operating segment information
| Consolidated 30 June 2022 Revenue Sales to external customers Intersegment sales Total revenue Interest received Depreciation Amortisation Impairment on goodwill Unrealised profit EBIT Finance costs Profit before income tax expense Income tax expense Profit after income tax expense |
Fabric US$'000 311 66,510 |
Garments US$'000 199,298 - 199,298 3 (947) (2,908) (1,000) (605) 5,853 |
Intersegment eliminations US$'000 - (66,510) |
Total US$'000 199,609 - |
|---|---|---|---|---|
| 66,821 | (66,510) | 199,609 | ||
| 9 | - | 12 | ||
| (2,262) | - | (3,209) | ||
| (199) | 220 | (2,887) | ||
| - | - | (1,000) | ||
| (136) | - | (741) | ||
| 2,670 | - | 8,523 (1,680) |
||
| 6,843 (1,659) 5,184 |
| Intersegment | |||||
|---|---|---|---|---|---|
| Fabric | Garment | Corporates | eliminations | Total | |
| US$'000 | US$'000 | US$'000 | |||
| Assets | 45,480 | 155,905 | 107,104 | (161,445) | 147,044 |
| Liabilities | (22,929) | (99,765) | (17,672) | 52,373 | (87,993) |
47
GLG Corp Ltd Notes to the financial report
4. Segment information (cont'd)
| Consolidated 30 June 2021 Revenue Sales to external customers Intersegment sales Total revenue Interest received Depreciation 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$'000 611 69,762 70,373 1 (2,151) (231) - - 43 - 1,883 |
Garments US$'000 183,193 - 183,193 19 (1,040) (2,500) 2,662 (841) (7,173) (1,459) 3,820 |
Intersegment eliminations US$'000 - (69,762) |
Total US$'000 183,804 - |
|---|---|---|---|---|
| (69,762) | 183,804 | |||
| - | 20 | |||
| - | (3,191) | |||
| - | (2,731) | |||
| - | 2,662 | |||
| - | (841) | |||
| 1,004 | (6,126) | |||
| - | (1,459) | |||
| - | 5,703 (1,813) |
|||
| 3,890 (1,629) |
||||
| 2,261 |
| Intersegment | |||||
|---|---|---|---|---|---|
| Fabric | Garment | Corporates | eliminations | Total | |
| US$'000 | US$'000 | US$'000 | |||
| Assets | 42,351 | 168,212 | 99,641 | (159,073) | 151,131 |
| Liabilities | (21,037) | (107,618) | (17,074) | 50,004 | (95,725) |
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:
| India Korea Malaysia Singapore |
Fabric |
|---|---|
| 2022 2021 |
|
| 201 430 - 11 110 134 - 36 |
|
| 311 611 |
| Canada Europe Japan Singapore USA Cambodia Malaysia Others |
Garments 2022 2021 35,026 29,129 1,897 1,022 144 55 98 21,162 160,897 131,051 476 96 583 81 177 597 |
|---|---|
| 199,298 183,193 |
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.
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
Rev
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 Recovery of bad debts receivable Government grant Other Total other income* |
Consolidated |
|---|---|
| 2022 2021 |
|
| 199,609 183,804 |
|
| 50 25 12 20 - 2,517 96 74 57 321 174 194 |
|
| 389 3,151 |
|
| 199,998 186,955 |
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.
- Revenue from the sale of goods were recognised at the point in time.
6. Administration expenses
| Administration expenses | |
|---|---|
| Employee compensation Leased rental and equipment expenses Management fees Insurance Couriers Other administration expenses |
Consolidated |
| 2022 2021 |
|
| 7,496 7,298 153 36 450 628 265 215 362 427 2,914 3,111 |
|
| 11,640 11,715 |
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 |
| 2022 2021 |
|
| 193 389 558 624 4 6 250 169 |
|
| 1,005 1,188 675 625 |
|
| 1,680 1,813 |
8. Other expenses
| Commitment fee (i) Legal and professional fee Bad and doubtful debts Bad debts from outsourced manufacturer Impairment of goodwill Property, plant and machineries written off Others |
Consolidated |
|---|---|
| 2022 2021 |
|
| 1,138 - 244 16 46 120 53 5,974 1,000 841 51 1,459 544 1,332 |
|
| 3,076 9,742 |
(i) The Group committed 80% of total available capacity with outsourced manufactures. If any shortfall in orders satisfaction, the outsourced manufacturers are entitled to claim a commitment fee from 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:
| Property, plant and machineries written off Impairment of goodwill Write back of inventory Net foreign exchange (gain)/ loss 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 |
|---|---|
| 2022 2021 |
|
| 51 1,459 1,000 841 - (2,662) (181) 43 3,209 3,191 602 605 2,285 2,126 101 100 |
|
| 24,707 26,011 651 646 |
|
| 25,358 26,657 |
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 2022 and 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 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 provision of deferred tax in previous financial year Other Adjustments recognised in the current year in relation to the tax provision in previous financial years Income tax expense recognised in profit |
Consolidated |
|---|---|
| 2022 2021 |
|
| 1,129 1,312 (183) (105) 100 366 613 56 |
|
| 1,659 1,629 |
|
| 6,843 3,890 |
|
| 2,053 1,167 1,613 1,834 (629) (740) (76) (105) (1,408) (668) (612) (394) 100 366 |
|
| 1,041 1,460 5 113 |
|
| 1,046 1,573 613 56 |
|
| 1,659 1,629 |
- (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 US$1.0m (2021:US$1.2m) relates to a subsidiary in Cambodia expiring in 2025.
53
GLG Corp Ltd Notes to the financial report
10. Income taxes
(b) Current tax liabilities
| (b) Current tax liabilities Current tax liabilities Income tax payable attributable to entities in the consolidated GLG |
Consolidated |
|---|---|
| 2022 2021 |
|
| 481 635 |
|
| 481 635 |
(c) Deferred tax balances
Deferred tax liabilities arise from the following:
==> picture [471 x 49] intentionally omitted <==
----- Start of picture text -----
Consolidated
Charged
Opening Charged to to Acquisitions/ Exchange Changes in Closing
balance income Equity disposals differences tax rate balance
2022
----- End of picture text -----
| 2022 | Consolidated Opening balance Charged to income Charged to Equity Acquisitions/ disposals Exchange differences Changes in tax rate Closing balance |
|---|---|
| Temporary differences Property, plant and equipment Unused tax loses and other credits: Nil |
3,089 (186) (147) - - - 2,756 |
| 3,089 (186) (147) - - - 2,756 |
|
| - - - - - - - |
|
| - - - - - - - |
|
| 3,089 (186) (147) - - - 2,756 |
Presented in the statement of financial position as follows: Deferred tax liability
2,756
| 2021 | Consolidated |
|---|---|
| Opening balance Charged to income Charged to Equity Acquisitions/ disposals Exchange differences Changes in tax rate Closing balance |
|
| 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
54
GLG Corp Ltd Notes to the financial report
11. Trade and other receivables
| Current Trade receivables Trade customers GLIT Holdings (i) 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 Non-current GLIT Holdings (i) Total trade and other receivables |
Consolidated |
|---|---|
| 2022 2021 |
|
| 21,250 13,330 1,029 5,056 15,352 14,163 - - |
|
| 37,631 32,549 |
|
| 1,954 1,415 547 457 |
|
| 2,501 1,872 |
|
| (455) (455) |
|
| 39,677 33,966 |
|
| 2,000 - |
|
| 2,000 - |
|
| 41,677 33,966 |
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.
- (i) Receivable from GLIT Holdings that are expected to be settled in the next 12 months by netting off from the logistic revenue charged by GLIT Holdings is classified as current, whilst the remaining balance that are expected to be settled in more than a year is classified as non-current.
Before accepting any new customers, GLG uses an external scoring system to assess the potential stomers are reviewed twice a year. 99.9% 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.
55
GLG Corp Ltd Notes to the financial report
11.
==> picture [379 x 37] intentionally omitted <==
2m (2021:
US$0.05m) 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 |
|---|---|
| 2022 2021 |
|
| - 36 - 2 - - 24 11 |
|
| 24 49 |
|
| - 43 - (43) - - |
|
| - - |
56
GLG Corp Ltd Notes to the financial report
11.
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. GLG provides working capital and fabric to GLIT as part of the arrangement. When fabric is acquired by GLIT, GLG issues a letter of credit on their behalf. In order to maximise the discounts available, GLG converts the letter of credit it has issued into a Trust Receipt for GLIT. The Bank will immediately pay the fabric supplier. Once GLIT invoices GLG, a trade payable is recorded. GLG has a legal 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
The GLIT Receivables (collectively the receivables from GLIT Holdings and receivables from outsourced manufacturing suppliers) carrying value of US$17.9m 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. 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. 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.
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
57
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 |
| 2022 2021 7,000 7,000 1,871 1,871 8,871 8,871 8,871 8,871 |
- (i) US$1.9m of rental deposit paid for the 10 years lease rental ending 31 December 2022 from Ghim Li Group Pte Ltd (2021: US$1.9m) with option to renew for additional 5 years.
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 Total |
Consolidated |
|---|---|
| 2022 2021 |
|
| 20,943 14,344 9,013 10,533 4,057 5,687 20 12 774 746 3,018 3,016 |
|
| 37,825 34,338 |
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.
58
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 2022 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.
==> picture [455 x 60] intentionally omitted <==
----- Start of picture text -----
Description Valuation Unobservable Range of inputs Weighted Relationship of
Approach inputs average unobservable
inputs to fair
value
Leasehold Sales Price per square RM25 to 52 per RM27.70 per The higher the
----- End of picture text -----
| Description Valuation Approach Unobservable inputs Range of inputs Weighted average Relationship of unobservable inputs to fair value |
Description Valuation Approach Unobservable inputs Range of inputs Weighted average Relationship of unobservable inputs to fair value |
Description Valuation Approach Unobservable inputs Range of inputs Weighted average Relationship of unobservable inputs to fair value |
Description Valuation Approach Unobservable inputs Range of inputs Weighted average Relationship of unobservable inputs to fair value |
Description Valuation Approach Unobservable inputs Range of inputs Weighted average Relationship of unobservable inputs to fair value |
Description Valuation Approach Unobservable inputs Range of inputs Weighted average Relationship of unobservable inputs to fair value |
|---|---|---|---|---|---|
| Leasehold | Sales | Price per square | RM25 to 52 per | RM27.70 per |
The higher the |
| Property | comparison | foot | square foot for land RM50 to RM100 per square foot for building RM = Malaysian Ringgit currency |
square foot for land RM75 per square foot for building |
price per square foot the higher the fair value |
59
GLG Corp Ltd Notes to the financial report
14.
Freehold and leasehold land and buildings -
==> picture [455 x 50] intentionally omitted <==
----- Start of picture text -----
Description Valuation Unobservable Range of inputs Weighted Relationship of
Approach inputs average unobservable
inputs to fair
value
----- End of picture text -----
| 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 |
RM46 to 57.50 per square foot for land RM50 to 95 per square foot for building RM = Malaysian Ringgit currency |
RM50.50 per square foot for land RM73 per square foot for building |
The higher the price per square foot, the higher the fair value |
60
GLG Corp Ltd Notes to the financial report
14.
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 and building had it been carried under the cost model Leasehold Land at independent valuation Building at independent valuation Total land and building Carrying amount of all leasehold land and building 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 |
|---|---|
| 2022 2021 US$'000 US$'000 |
|
| 2,725 2,849 2,270 2,477 |
|
| 4,995 5,326 |
|
| 3,509 3,577 |
|
| 3,859 4,121 5,222 5,575 |
|
| 9,081 9,696 |
|
| 3,765 3,900 |
|
| 31,241 32,952 (19,564) (18,606) |
|
| 11,677 14,346 |
|
| 590 327 (481) (166) |
|
| 109 161 |
|
| 5,133 3,890 (1,599) (1,123) |
|
| 3,534 2,767 |
|
| 15,320 17,274 |
|
| 29,396 32,296 |
61
==> picture [252 x 673] intentionally omitted <==
----- Start of picture text -----
352 190 , 040 ,
50,133 3,492 (1,787) 52 1,325 (1,530) (945) 51
Total
702 26 (8) - 720 - - - 720
Motor vehicles
63 (1) - 862 , 32 - 669 ,
3,800 3 2
(1,225)
At Cost
Other assets
113 - - 347 , 199 - - 546 ,
4,234 4 4
Renovation
Consolidated
- 240 , - 029 ,
26,728 3,290 (1,778) 28 1,094 (305) 29
Plant and machinery
- - 352 021 , - - 076 ,
14,669 15 (945) 14
Sub-total
- - 352 695 , - - 081 ,
9,343 9 (614) 9
Leasehold land and buildings
At Valuation
- - - - -
326 , 995 ,
5,326 5 (331) 4
Freehold land and buildings
Cost Balance as at 1 July 2020 Additions Disposals Revaluation surplus Balance as at 30 June 2021 Additions Disposals Revaluation deficit Balance as at 30 June 2022
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3,191 (307) 894 , 3,209 )459, 296 , 396 ,
17,010 19 (1 21,644 32 29
Total
Motor vehicles 517 72 (8) 581 63 - 644 139 76
2,978 226 (1) 203 3, 194 )225, 2,172 659 497
1
(
At Cost
Other assets
325 - 622 , 325 - 725 599
3,297 3 3,947
Renovation
)
Consolidated
488 , 234 752 , 148 ,
10,218 2,568 (298) 12 2,627 ( 14,881 15 14
Plant and machinery
- - - - - - - 021 15, 076 14,
Sub-total
- - - - - - - 695 9, 081 9,
At Valuation Leasehold land and buildings
- - - - - - - 326 5, 995 4,
Freehold land and buildings
on on
reciation
p
Accumulated de Balance as at 1 July 2020 Depreciation expense Depreciation disposals Balance as at 30 June 2021 Depreciation expense Depreciation disposals Balance as at 30 June 2022 Net book value As at 30 June 2021 As at 30 June 2022
Other assets comprise of computers, furniture and fittings, hostel and office equipment.
----- End of picture text -----
GLG Corp Ltd Notes to the financial report
15. Intangible assets
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----- Start of picture text -----
Consolidated
Software Goodwill Trademark Others Total
& customers
network
Cost
Balance as at 1 July
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
Balance as at 30
June 2022 2,153 1,841 2,518 407 6,919
Accumulated
Depreciation
Balance as at 1 July
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
Amortisation 215 - 252 135 602
- - -
Impairment 1,000 1,000
Balance as at 30
June 2022 554 1,841 756 407 3,558
Net book value
As at 30 June 2021 1,814 1,000 2,104 135 4,963
As at 30 June 2022 1,599 - 1,762 - 3,361
----- End of picture text -----
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 represents 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.
64
GLG Corp Ltd Notes to the financial report
15. Intangible assets
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 five years and into perpetuity. The cash flow projections are based on the 2023 budget that has been approved by the board with estimated decrease in sales of 17% for 2023, growth rate of 5% for 2024 to 2026 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. When taking into account the impairment recognised in the current year, management have incorporated the impact of the ongoing Covid-19 pandemic into the assumptions estimate of the likely scenario based on current available information.
The pre-tax discount rate applied to these cash flow projections is 9.1%. 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%.
During the year, the amount of US$1.0m was recognised as impairment loss in relation to goodwill based on the impairment analysis which factored in the unexpected fluctuation of revenue and changes in the current economic condition affecting the relevant entity.
Management believes that no reasonable possible change in any of the above key assumptions would cause the carrying value of the cash generating unit to materially exceed its recoverable amount.
16. Other assets
| Current Prepayments |
Consolidated 2022 2021 959 1,671 |
|---|---|
65
GLG Corp Ltd Notes to the financial report
17. Trade and other payables
Trade and other payables |
|
|---|---|
| Trade payables (i) Other payables Ghim Li Group (ii) Accruals employee remuneration Accruals late shipment claim (iii) Accruals audit fee Accruals trust receipts interest Accruals others |
Consolidated |
| 2022 2021 US$ 000 |
|
| 11,458 13,983 2,299 3,394 3,380 2,251 1,810 2,042 2,766 1,582 134 87 158 109 637 622 |
|
| 22,642 24,070 |
-
(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 current payable due to Ghim Li Group Pte Ltd, ultimate parent entity from Ghim Li Global of US$3.4m (2021: US$2.3m).
-
(iii) Malaysia and Cambodia government took the necessary tight control due to Covid-19 pandemic and locked down the non-essential businesses. These restrictions had resulted in delayed shipments to buyers, also port congestion and lack of containers had badly affected the supply chain, there are potential claims from those buyers for those late deliveries and an accrual has been recognised to reflect this contractual obligations.
66
GLG Corp Ltd Notes to the financial report
18. Borrowings
| . Borrowings |
|
|---|---|
| Secured at amortised cost Current Trust receipts (Gross) (i) Finance lease liabilities (Note 23) Bank loan Term loan Total Non-current Finance lease liabilities (Note 23) Bank loan Term loan Disclosed in the financial statements as: Current borrowings Non-current borrowings |
Consolidated |
| 2022 2021 |
|
| 44,551 47,710 52 47 899 620 1,018 1,244 |
|
| 46,520 49,621 34 91 2,116 3,099 1,315 1,456 |
|
| 3,465 4,646 |
|
| 46,520 49,621 3,465 4,646 |
|
| 49,985 54,267 |
Summary of borrowing arrangements:
(i) Secured by a negative pledge over all assets of Ghim Li Global Pte Ltd and Maxim Textile Technology Sdn Bhd. Refer to Terms & Conditions of Borrowing Balance for details.
Banking relationship: GLG uses bank facilities to support the working capital requirements of its operations. Presently, the bank facilities provided to GLG are uncommitted short term trade financing facilities which are renewable annually by the banks and long term financing facilities. Below are the details of available facilities from banks for the respective financial year end. GLG believe that it will continue to have the strong support from main bankers for its working capital and capital expenditure requirements. The facilities used are inclusive of the contingent liabilities as disclosed in note 22.
| 30 June 2022 | Used US$ Unused US$ Total US$ |
|---|---|
| Short term Long term Foreign exchange Total |
52,787 38,277 91,064 2,333 348 2,681 - 18,317 18,317 |
| 55,120 56,942 112,062 |
|
| 30 June 2021 | Used Unused Total |
| Short term Long term Foreign exchange Total |
60,409 82,393 142,802 2,701 3,370 6,071 3,100 15,499 18,599 |
| 66,210 101,262 167,472 |
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
67
GLG Corp Ltd Notes to the financial report
18.
Terms & Conditions of Borrowing Balances:
-
1) Trust Receipts are denominated in USD bear weighted average effective interest rate of 2.5% (2021: 1.9%) per annum for a tenure of 4 months. Trust receipts are a discount form of supplier credit. In commercial terms, they are accounts payable.
-
2) 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 4.4% per annum (2021: 4.3% per annum).
-
3) Bills Payable are amounts received from banks for discounting sales invoices billed to customers, with weighted average effective interest rate of 4.5% (2021:1.3%) per annum.
The weighted average effective interest rates for bank overdrafts, bills payable and trust receipts at the balance date were as follows:
| 2022 | 2021 | |
|---|---|---|
| Bank loans | 2.0% p.a. | 2.9% p.a. |
| Term loan | 4.4% p.a. | 4.3% p.a. |
| Bill payable | 4.5% p.a. | 1.3% p.a. |
| Trust Receipts | 2.5% p.a. | 1.9% p.a. |
| Finance lease liabilities | 4.8% p.a. | 5.1% p.a. |
19. Issued capital
| 74,100,000 (2021: 74,100,000) fully paid ordinary shares |
Consolidated |
|---|---|
| 2022 2021 |
|
| 10,322 10,322 |
Ordinary shares:
-
Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote on a show of hands.
-
Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the winding up of GLG in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and GLG does not have a limited amount of authorised capital.
Consolidated
| Consolidated | |
|---|---|
| Fully paid ordinary shares Balance at beginning of financial year Balance at end of financial year |
No. 2022 No. 2021 |
| 74,100 10,322 74,100 10,322 |
|
| 74,100 10,322 74,100 10,322 |
68
GLG Corp Ltd Notes to the financial report
20. Retained earnings
| 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 |
| 2022 2021 |
|
| 56,151 54,631 (741) (741) 5,184 2,261 |
|
| 60,594 56,151 |
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 |
| 2022 Cents per share 2021 Cents per share |
|
| 7.00 3.05 |
|
| 7.00 3.05 |
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 |
|---|---|
| 2022 2021 |
|
| 5,184 2,261 |
|
| 5,184 2,261 |
|
| Consolidated | |
| 2022 2021 |
|
| 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 |
|---|---|
| 2022 2021 |
|
| 5,184 2,261 |
|
| 5,184 2,261 |
|
| Consolidated | |
| 2022 2021 |
|
| 74,100 74,100 |
69
GLG Corp Ltd Notes to the financial report
21.
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 Guarantees arising from Letters of Credit in force (i) Total |
Consolidated |
|---|---|
| 2022 2021 |
|
| 4,313 8,161 |
|
| 4,313 8,161 |
(i) A number of contingent liabilities have arisen as a result of GLG for purchase of goods.
70
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 (2021: 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 2022 2021 |
Present value of minimum future lease payments Consolidated 2022 2021 |
|---|---|---|
| 45 45 47 105 - - |
52 47 34 91 - - |
|
| 92 150 (6) (12) |
86 138 - - |
|
| 86 138 |
86 138 |
|
| 52 47 34 91 |
||
| 86 138 |
- Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual.
71
GLG Corp Ltd Notes to the financial report
24. Subsidiaries
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Ownership interest
Country of 2022 2021
Name of subsidiary incorporation % %
Ghim Li Global Pte Ltd Singapore 100 100
Ghim Li Global International Ltd Hong Kong 100 100
Escala Fashion Pte. Ltd. Singapore 100 100
Ghim Li International (S) Pte Ltd Singapore 100 100
G&G International Pte Ltd Singapore 100 100
AES (USA) Inc USA 100 100
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
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25. Notes to the cash flow statement
Cash comprises of 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 |
|---|---|
| 2022 2021 |
|
| 13,893 22,280 |
|
| 13,893 22,280 |
| (b) Financing facilities Secured bank loan facilities with various maturity dates and which may be extended by mutual agreement: amount used amount unused |
Consolidated |
|---|---|
| 2022 2021 |
|
| 55,120 66,210 56,941 101,263 |
|
| 112,061 167,473 |
72
GLG Corp Ltd Notes to the financial report
25.
(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 Unrealised profit Write back of inventories Impairment of goodwill Property, plant and machineries written off 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 (used)/provided by operating activities |
Consolidated |
|---|---|
| 2022 2021 |
|
| 5,184 2,261 3,209 3,191 602 605 2,285 2,126 100 6,126 741 - - (2,662) 1,000 841 51 1,459 (4,228) (5,325) (8,557) 8,402 712 183 837 (3,395) (2,654) 6,734 (154) (734) (186) 257 |
|
| (1,058) 20,069 |
(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 2021 Cashflows Non-cash items 30 June 2022 54,267 (4,283) - 49,984 13,664 (2,135) 600 12,129 2,251 1,129 - 3,380 5 (734) 741 12 |
|---|---|
| 70,187 (6,023) 1,341 65,505 |
73
GLG Corp Ltd Notes to the financial report
26. Reserves
| (a) Revaluation reserves Beginning of financial year Deferred tax liabilities on revaluation Revaluation (loss)/ gain arising from land and building End of financial year |
Consolidated |
|---|---|
| 2022 2021 |
|
| 3,745 3,478 147 (85) (945) 352 |
|
| 2,947 3,745 |
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.
74
GLG Corp Ltd Notes to the financial report
27. Leases
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----- Start of picture text -----
Consolidated
2022 2021
Cost
Balance as at 1 July 16,871 16,693
Additions 834 178
-
Disposal (612)
Balance as at 30 June 17,093 16,871
Amortisation
Balance as at 1 July 4,125 1,999
Amortisation 2,285 2,126
-
Disposal (379)
Balance as at 30 June 6,031 4,125
Net book value 11,062 12,746
Consolidated
2022 2021
Lease Liability
Balance as at 1 July 13,664 15,395
Additions 817 173
Balance as at 30 June 14,481 15,568
Repayment
Cash payments (2,101) (2,528)
Interest expense 558 624
Net payments 1,543 1,904
-
Disposal (251)
Balance as at 30 June 12,129 13,664
Current lease liability 2,128 1,981
Non-current lease liability 10,001 11,683
Total lease liability 12,129 13,664
Lease Location Term Interest rate
Head office Singapore 10years + 5years option (01 Jan 2013 4.26%
to 31 Dec 2027)
Intrasource Malaysia 3 years (01 Jan 2021 to 31 Dec 2022) 4.75%
Factory Cambodia 5years + 5years option (01 Mar 2018 4.26%
to 28 Feb 2028)
Factory Cambodia 5years + 5years option (01 Apr 2018 4.26%
to 31 Mar 2028)
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75
GLG Corp Ltd Notes to the financial report
27. Leases
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.
76
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 2021.
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.
using a variety of capital market issues and borrowing facilities, to meet anticipated funding requirements.
Gearing ratio
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 |
|---|---|
| 2022 2021 |
|
| 62,114 67,931 (13,893) (22,280) |
|
| 48,221 45,651 59,051 55,406 82% 82% |
(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 |
|---|---|
| 2022 2021 |
|
| 64,441 65,117 84,756 92,001 |
77
GLG Corp Ltd Notes to the financial report
28.
(c) Financial risk management objectives
GLG has not executed any derivatives in the current year, hence the policy listed below are for background information purposes 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, policies approved by the board of directors, which provide written principles on the use of financial derivatives.
GLG pose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. GLG minimises its financial risk of changes in foreign currency exchange rate through the natural hedge of matching its revenues and purchases in US dollars and matching of its assets and liabilities in US dollars.
(d) Foreign currency risk management
GLG undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise
The carrying amount of GLG liabilities at the reporting date is as follows:
| Singapore dollars Hong Kong dollars Malaysia Ringgit Australia Dollar |
Liabilities 2022 2021 4,945 930 - 5 2,362 767 86 8 7,393 1,710 |
Assets |
|---|---|---|
| 2022 2021 |
||
| 997 645 92 3 2,410 260 90 15 |
||
| 3,589 923 |
78
GLG Corp Ltd Notes to the financial report
28.
(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 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 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.
Profit or loss
| Singapore Dollars Impact Consolidated 2022 2021 (790) (285) |
Malaysia Ringgit Impact Consolidated 2022 2021 6 (507) |
Other Foreign Currency Impact |
|---|---|---|
| Consolidated | ||
| 2022 2021 |
||
| 13 |
(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 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
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, GLG
Net profit would increase by US$0.09m and decrease by US$0.08m (2021: increase by US$0.3m and decrease by US$0.3m). This is mainly attributable to GLG rate borrowings.
79
GLG Corp Ltd Notes to the financial report
28.
(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 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.
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GLG Corp Ltd Notes to the financial report
28.
(h) Liquidity risk management
Liquidity and interest risk tables
The following table details that GLG -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 | |||
|---|---|---|---|---|---|---|---|
| 2022 | |||||||
| Financial Assets | |||||||
| Non-interest bearing | - | 55,570 | 7,000 | 1,871 | 64,441 | ||
| Financial Liabilities | |||||||
| Non-interest bearing | - | 19,753 | - | - | 19,754 | ||
| Trust receipts/ Bills payables | 2.50 | 44,977 | - | - | 44,977 | ||
| Loan from Ghim Li Group | 2.71 | 2,889 | - | - | 2,889 | ||
| Term loan | 4.40 | 1,063 | 1,530 | - | 2,593 | ||
| Bank loan | 2.00 | 917 | 2,215 | - | 3,132 | ||
| Finance lease liability | 4.76 | 52 | 34 | - | 86 | ||
| Lease liability | 4.28 | 2,384 | 10,042 | 706 | 13,132 | ||
| 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 |
Each of the above interest bearing financial liabilities had variable interest rates.
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GLG Corp Ltd Notes to the financial report
28. Financial
(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 | Notional Currency |
Fair Value | |||
|---|---|---|---|---|---|---|
| 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.
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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 |
|---|---|
| 2022 US$ 2021 US$ |
|
| 1,470,137 1,542,701 48,241 42,135 |
|
| 1,518,378 1,584,836 |
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 currentfor 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 Founder and Executive Chair
-
Peter Tan as Independent Director
-
Grant Hummel as Independent Director
-
Felicia Gan Peiling as Director and 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 (resigned on 9 August 2021)
-
Lee Li San as Group Financial Controller
-
Lee Kwak Keh as Chief Marketing Officer
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.
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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 Purchase Total |
Transaction with Ghim Li Group Pte Ltd (majority shareholder) 2022 2021 1,456 1,456 75 43 - - |
Transaction with ESTA |
|---|---|---|
| 2022 2021 29 - - - 12 - |
||
| 1,531 1,499 |
41 - |
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.
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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 |
|---|---|
| 2022 US$ 2021 US$ |
|
| 89,890 4,518 56,560 2,861 |
|
| 94,408 59,421 |
|
| 108,260 109,970 22,104 14,866 |
|
| 130,364 122,087 |
The auditor of GLG Corp Ltd is BDO Audit Pty Ltd.
The related practices are BDO Singapore, BDO HK and BDO Cambodia. PWC was appointed as auditor (2022: Audit US$21,195 and Tax Service US$5,509; 2021: Audit US$25,764 and Tax Service US$2,060).
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 |
2022 2021 |
|---|---|
| 189 74 30,000 30,000 |
|
| 30,189 30,074 |
|
| 86 940 267 267 |
|
| 353 1,207 |
|
| 53,552 53,552 (741) (741) (22,975) (23,944) |
|
| 29,836 28,867 |
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GLG Corp Ltd Notes to the financial report
32.
Financial performance
| Profit for the year Other comprehensive income Total comprehensive income |
2022 2021 |
|---|---|
| 1,710 3,494 - - 1,710 3,494 |
Contingent liabilities
As at 30 June 2022, the parent entity had no contingent liabilities (2021: 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.
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GLG Corp Ltd Additional Australia Securities Exchange Information
==> picture [441 x 41] intentionally omitted <==
Holding distribution
| Range | Securities | % | No. of holders |
% |
|---|---|---|---|---|
| 100,001 and Over | 71,991,255 | 97.15 | 19 | 5.16 |
| 10,001 to 100,000 | 1,281,163 | 1.73 | 34 | 9.24 |
| 5,001 to 10,000 | 223,690 | 0.30 | 26 | 7.07 |
| 1,001 to 5,000 | 1,281,163 | 1.73 | 276 | 75.00 |
| 1 to 1,000 | 5,563 | 0.01 | 13 | 3.53 |
| Total | 74,100,000 | 100.00 | 368 | 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 2022 were:
| Fully paid | ordinary shares | ordinary shares | ||||
|---|---|---|---|---|---|---|
| Ordinary shareholders | Number | Percentage | ||||
| Ghim Li Group Pte Ltd | 55,560,000 | 74.98 | ||||
| 55,560,000 | 74.98 | |||||
| Unmarketable Parcels | ||||||
| UMP | UMP | UMP | ||||
| Total Securities/Issued Capital | Securities | Holders | Percent |
|||
| 74,100,000 | 13,996 | 20 | 0.02 |
At 31 August 2022, there were no restricted or unquoted equity securities to disclose and no on-market purchases of securities to report.
87
GLG Corp Ltd Additional Australia Securities Exchange Information
Twenty largest holders of quoted equity securities
Top 20 holders 31 August 2022
| Rank | Name | Shares | % |
|---|---|---|---|
| 1 | Ghim Li GroupPte Ltd | 53,338,000 | 71.98 |
| 2 | Mr Yin Min Yong | 3,504,751 | 4.73 |
| 3 | CiticorpNominees PtyLimited | 3,020,118 | 4.08 |
| 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 | Dixson Trust PtyLimited | 330,000 | 0.45 |
| 11 | HSBC CustodyNominees(Australia)Limited | 300,000 | 0.41 |
| 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 | 0.23 |
| 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 | 72,191,255 | 97.45 | |
| Total | 74,100,000 |
Company secretary
Mr Geoffrey Stirton Mr Hasaka Martin
Registered office
Level 42, 264-278 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
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