HB Global - Annual Report 2022
HB Global - Annual Report 2022
HB Global - Annual Report 2022
HB GLOBAL LIMITED
(Company Registration No.:200608505W)
(Incorporated in Singapore under the Companies Act (Chapter 50) of Singapore)
[Malaysian Foreign Company Registration No.: 200902000048 (995221-H)]
(Registered as a foreign company in Malaysia under the Companies Act, 1965 of Malaysia)
CONTENTS
Corporate Information 2
Board of Directors’ Profiles 3
Profiles of Key Senior Management 7
Chairman Statement 8
Management Discussion and Analysis 10
Corporate Sustainability Statement 14
Corporate Governance Statement 27
Audit Committee Report 41
Statement on Risk Management and Internal Control 46
Other Disclosure Requirements Pursuant to 48
the Listing Requirements of Bursa Securities
Directors’ Statement 50
Statutory Declaration 53
Independent Auditors’ Report 54
Statements of Financial Position 57
Consolidated Statements of Profit or Loss and Other 58
Comprehensive Income
Statements of Changes in Equity 59
Consolidated Statements of Cash Flows 61
Notes to the Financial Statements 63
Group Properties Portfolio 131
Statistics of Shareholdings 134
Notice of Annual General Meeting 136
Statement Accompanying Notice of Annual General Meeting 138
Proxy Form
ANNUAL REPORT 2022
HB GLOBAL LIMITED
CORPORATE INFORMATION
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HB GLOBAL LIMITED
Keh Chuan Seng, a Malaysian, male, aged 52, was redesignated from Non-Independent Non-Executive
Chairman to Executive Chairman on 18 August 2021. He is the Chairman of Remuneration Committee of the
Company. He graduated with Sijil Rendah Pelajaran Malaysia in Sim Min Private School.
Mr. Keh is the founder and the Chairman of Frazel Group of Companies since 1991. He has 15 years of
experiences in property development, hospitality, agriculture, asset investment and financing industry,
both locally and overseas. Mr. Keh is also currently the Committee Member of Kedah Chinese Chamber
of Commerce and Industry which he has built a strong business network with China through his 15 years of
business experience.
He is now sitting on the Board of EG Industries Berhad and K. Seng Seng Corporation Berhad as Non-
Independent and Non-Executive Chairman and Executive Chairman, respectively.
Mr Keh Chuan Seng’s brother, Mr Keh Chuan Yee, is the Executive Director of the Company.
Keh Chuan Yee, a Malaysian, male, aged 30 was appointed as the Executive Director on 15 October 2021.
He is a member of Risk Management Committee.
He graduated from Newcastle University, United Kingdom in 2015 and obtained his Masters in Financial
Analysis from the University of New South Wales, Australia in 2017.
He started his career with Public Bank Limited in 2015 as a credit analyst. He is presently the Chief Financial
Officer of Frazel Group Sdn Bhd since 2017.
Mr Keh Chuan Yee’s brother, Mr Keh Chuan Seng, is the Executive Chairman of the Company.
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SHEN HENGBAO
Chief Executive Officer
Yang Chin Shen, a Malaysian, male, aged 46, was appointed as the Independent Non-Executive Director on
28 February 2014. He is the Chairman of the Audit Committee and the member of the Nomination Committee,
Remuneration Committee and Risk Management Committee of the Company. He is a Practicing Member
of the Institute of Singapore Chartered Accountants (ISCA), and also a member of the Malaysian Institute
of Accountants (MIA) and holds a Bachelor of Business in Accountancy from Queensland University of
Technology, Australia (with Distinction).
He has over 20 years of international audit experience including 10 years with the Big Four firms in Malaysia,
Singapore and USA, and 6 years with small and mid-sized firms. He brings along extensive experiences in
servicing both multinationals and local companies in wide variety of industries such as property developers,
hotels, real estate investment trusts, credit cards, retail, semiconductor, investment companies, retail malls,
manufacturing, construction, hospitals, plantations, steel mills, education, statutory board, software, trading,
logistics, shipping and leasing.
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HO PUI HOLD
Independent Non-Executive Director
Ho Pui Hold, a Malaysian, male, aged 41, was appointed as Independent Non-Executive Director on 18
September 2015. He is the Chairman of the Nomination Committee and Risk Management Committee.
He is also the member of the Audit Committee and Remuneration Committee of the Company. He is an
Accountant by profession, a fellow member of the Association of Chartered Certified Accountants (FCCA),
United Kingdom, a member of Malaysian Institute of Accountants (MIA) and a member of Asean Chartered
Professional Accountant (ACPA).
Mr Ho has over 14 years of professional experience in auditing, banking and corporate finance. He started
his career in 2004 by joining a Singapore advisory firm as IPO consultant where he participated in a few
successful listing of companies in Singapore Exchange Limited (“SGX”). He then joined Ernst & Young as
Senior Audit Associate until 2009 before he left to join AmBank (M) Berhad – Corporate & Institutional Banking.
In the bank, he was responsible in client credit evaluation and marketing of the Bank’s products mainly in
debt capital market, offshore loan syndication, corporate finance advisory & treasury products. To further
advance his career, he took up the chief financial officer position in a foreign company listed on Bursa
Securities until 2013.
He now sits on the board of Permaju Industries Berhad, Milux Corporation Berhad, Xidelang Holdings Limited
and EP Manufacturing Berhad, companies listed on Main Market of Bursa Malaysia Securities Berhad. He is
also a director of a public company, China Automobile Parts Holdings Limited.
LEW SEH LI
Independent Non-Executive Director
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Khoo Lay Tatt, a Malaysian, male, aged 50, was appointed as Independent Non-Executive Director on 4
November 2022.
Mr Khoo is a Chartered Secretary (CS) and also a Chartered Governance Professional (CGP). Further, Mr Khoo
was elected as a Fellow Member (FCIS) of the Chartered Governance Institute (CGI) / Institute of Chartered
Secretaries and Administrators (ICSA) / Chartered Secretaries Malaysia (MAICSA) in year 2015.
Upon graduation, he started his career in May, year 1996 as a Company Secretarial Officer in the Corporate
and Legal Division of a commercial bank. He left the bank as an Executive cum Company Secretary of
subsidiaries of the bank in year 2000. He then joined a Corporate Secretarial and Administrative Services firm
in Penang as the Assistant Manager and left the said firm in year 2005 as a Senior Manager. During his tenure,
he was involved in numerous initial public offerings and corporate exercises undertaken by listed companies.
From the year 2005 to 2020, he was involved in and exposed to various industries (local and abroad)
summarized as below:
Since year 2020, Mr Khoo has been primarily involved in managing his personal investments.
Note :
Save as disclosed above, none of the Directors hold directorships in any other public companies, have any
family relationship with any director and / or major shareholder of the Company nor any conflict of interest with
the Company and has no conviction for any offences within the past 5 years other than traffic offences, if any
and has not been imposed any public sanction or penalty by the relevant regulatory bodies during the financial
year ended 31 December 2022.
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CHAIRMAN STATEMENT
In today’s rapidly evolving business environment, our risk management systems play a crucial role in identifying,
monitoring, and mitigating potential risks that may impact the attainment of our short-, medium-, and long-term
goals. Our governance team, led by HB, ensures that we optimally allocate our resources and prioritize initiatives
that focus on enhancing value chain strengths, replicating success regionally, integrating downstream processes,
driving sustainable performance, adopting new technologies, and empowering our talented workforce. By
adopting this proactive approach towards risk management, we are better positioned to navigate challenges
and achieve our strategic objectives in a sustainable and resilient manner.
FY2022 proved to be a challenging year as COVID-19 and the consequences of containment effects were
an obstacle yet again. Despite these obstacles, HB demonstrated remarkable resilience and steadfastness in
navigating the challenging business environment. During this time, the well-being and safety of our employees
remained our utmost concern. We facilitated the vaccination of our workforce, conducted large-scale testing
as required, and implemented rigorous standard operating procedures (SOPs) in accordance with government
guidelines to ensure a safe work environment.
Stakeholders
This year has been marked by an unprecedented confluence of global challenges, including the COVID-19
pandemic, the war in Ukraine, inflationary pressures, energy crises, supply chain disruptions, and the urgent
need to address climate change. To effectively manage these difficult circumstances, it is crucial that we come
together and leverage the diverse skills and expertise of individuals and businesses alike.
Throughout these challenges, our talented staffs has demonstrated exceptional talent and dedication in
supporting our clients and making positive contributions to society. I’m incredibly proud of our people and
the range of skills and experiences they bring to the table each day, which serve as the driving force behind
our continued success. I would like to extend our deepest gratitude to each and every one of them for their
unwavering commitment, resilience, and perseverance.
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CHAIRMAN STATEMENT
(cont’d)
The Board understands its fiduciary duty to stakeholders to promote business prosperity and corporate
accountability. We are committed to continuously enhance HB’s governance structure with the ultimate
objective of creating and preserving value for our stakeholders.
HB Global are keenly aware of our responsibility to minimize our environmental impact and contribute to
sustainable development. We have made a steadfast commitment to advancing environmental, social, and
governance (ESG) initiatives over the long term. To this end, we launched our ‘Sustainable 2030: Circular of
Progress’ sustainability action plan in 2020, which builds on our strong track record of addressing ESG issues.
We recognize that climate change poses a significant challenge to the world, and we have taken steps to
decarbonize our business and value chain. We are equally committed to ethical sourcing and supporting local
farmers and suppliers to reduce our carbon footprint from transportation. Our sustainability programs are not
merely a responsibility, but a chance to create value for our customers, employees, and stakeholders. We
believe that the shift toward a low-carbon economy brings both challenges and opportunities, and we are
committed to doing our part in forging a sustainable future for all.
Board Changes
On September 15, 2022, an official announcement was made that Mr. Chee Chen Hao, who served as the Chief
Operating Officer of HB Global, would be departing from the company. I extend my heartfelt appreciation
to Mr. Chee for his unwavering dedication and remarkable contributions to the company over the past eight
years, since joining in December 2013. We acknowledge Mr. Chee’s valuable partnership with the Board, which
has been pivotal in the company’s financial success.
I was delighted to welcome Mr Khoo Lay Tatt to join the Board as Independent Non-Executive Director on 4
November 2022.
Prospect
Amidst the uncertainties that characterize our world, businesses, communities, and households alike face
challenging decisions. While food remains a basic human need that must be met, the complex nature of global
supply chains and rising commodity prices are presenting considerable obstacles for HB in the upcoming financial
year. Such pressures pose a particular threat in light of the potential for a recession. As HB remains committed
to offering Malaysians access to nutritious and affordable sources of protein, the impact of cost pressures will
narrow margins considerably. In addition, the ongoing conflict between Russia and Ukraine has produced an
inflationary environment that drives logistics, energy, and fertilizer costs upward, further complicating matters.
Despite these challenges, HB is confident that our governance, strategies, and policies will guide us toward
positive outcomes. Our risk management procedures assist us in identifying, monitoring, and addressing key risks,
enabling us to seize opportunities as they arise. In the face of adversity, our strategies will guide us forward as
our prospects remain bright. HB will continue to persevere and adapt, executing our plan with the support of our
hardworking and committed talent pool, strong leadership, and robust fundamentals. We remain committed to
our values of transparency, integrity, and accountability, supplementing our efforts with a focus on sustainability.
Acknowledgements
I wish to extend my sincere gratitude to our esteemed customers, suppliers, employees, business partners, and
other stakeholders for their unwavering trust and commitment in supporting our Group through the various
challenges encountered in the past year.
I would also like to express my appreciation to the Board of Directors for their consistent guidance and to
acknowledge the dedication and hard work of our management team and employees who are the backbone
of our accomplishments. With the continued support of all stakeholders, we strive to improve our efforts towards
enhancing the stability, profitability, and sustainability of our operations and achieving even greater success for
many years to come.
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The following MD&A of the operating performance and financial condition of the Group for the twelve (12)
months ended 31 December 2022 should be read in conjunction with the Audited Financial Statement for the
year ended 31 December 2022 and related notes thereto. The information presented in the MD&A, including
information relating to comparative year in 2021, is presented in accordance with the Singapore Financial
Reporting Standards (International) [SFRS(I)s], unless otherwise stated.
HB Global Limited (“HBGL”) is principally an investment holding company and currently the Group has one
wholly owned subsidiary and a 60% owned subsidiary as below:
(i) Shandong Hengbao Foodstuffs Co., Ltd. (“SHF”) – the main operation plant situated in China
(i) HB Infrastructures and Technologies Sdn Bhd (“HBIT”) – the main operating situated in Malaysia
Our group’s core activities involve the processing, packaging, and production of a diverse range of ready-to-
serve foods, frozen vegetables, and other food products through our subsidiaries.
Over the years, the Group has established itself as one of the leading one-stop gourmet convenient food
specialist in China, we possess advanced food processing capabilities, including cleaning, slicing/cutting,
blanching, boiling, frying, vacuum frying, steaming, smoking, stewing, and barbequing. Our company produces
various food materials and quick-frozen products, mainly to meet the needs of our customers and distributors
as well as is also an original equipment manufacturer (“OEM”) for third customer’s brand. Our products are
marketed under our customers’ brands, as well as our own brands, such as “Geleifu” (Green Food), “Hengbao
Food,” “Qing Long Tan” (asparagus tea), and “The Four Seasons Farm”.
We offer a wide range of products, numbering over 1,000 and exported to more than 20 countries worldwide,
such as Japan, the USA, Singapore, Australia, and Korea, among others. HBGL’s products are widely available
to various users, ranging from hypermarkets, tourist markets, food stalls to residential houses.
As part of our fundamental principle to provide affordable food products with high quality and unique flavour,
we are renowned for our technical expertise and strict quality control standards, which are instrumental in
establishing our reputation as a leading food manufacturer. We operate a complete quality monitoring and
control system, and our company is certified with several international certifications such as ISO9001, ISO22000,
HACCP, FDA, and BRC.
The Group firmly believe that quality plays a pivotal role in attracting customers. To uphold this belief, the
Group is committed to implementing a set of principles that would enhance its standing in the market. These
principles are centred on improving the quality of our products, services and processes, adopting best practices
in the industry, and ensuring customer satisfaction. The Group understands that customers’ expectations and
preferences can evolve over time, and it is essential to continually monitor and improve its offerings to meet
their changing needs. By prioritizing quality, the Group aims to strengthen its market position and build long-term
relationships with its customers.
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Operation Overview
HBGL Group’s revenue had decreased by RMB55.4 million or approximately 42% from RMB131.5 million in
financial year ended 31 December 2021 (“FYE2021”) to RMB76.1 million in financial year ended 31 December
2022 (“FYE2022”). The decrease was mainly due to decrease in sales of China subsidiary as during FYE2022, there
was some disruption in the production and supply chain due to lockdown in certain areas of China which have
been affected with rising Covid 19 cases. The Group incurred a net loss before taxation of RMB 167.1 million in
FYE2022 as compared to RMB38.5 million in FYE2021.
In order to maintain competitiveness in the current market conditions, it is essential for the Group to focus on
improving its production planning and implementing rigorous quality control measures on its manufactured
products. The Group is continuously monitoring and enhancing its production lines to ensure optimal efficiency.
Operations Review
HB Global’s expenses are classified into five main components: costs of sales, selling and distribution expenses,
administrative expenses, other expenses, and finance costs. In the year under review, costs of sales constituted
the large portion of the Group’s operating expenditure, accounting for 33.1% of total expenses.
Given the potential risks posed by currency fluctuations and changing consumer behavior, HBGL has put in
place effective contingency plans to mitigate such risks. To minimize costs, management has implemented a
tight control operating model, while also leveraging technology to enhance operational efficiency.
Financial Review
In the financial year ended 31 December 2022 (“FYE2022”), the Group’s revenue declined significantly by RMB55.4
million or approximately 42% compared to the previous financial year, mainly attributable to reduced sales by
the China subsidiary. This was due to disruptions in the production and supply chain caused by lockdowns in
certain areas of China that were affected by the rising number of Covid-19 cases. In addition, other income in
FYE 2022 amounted to RMB14.1 million, which was considerably lower than the RMB74.1 million recorded in FYE
2021. This was primarily due to the waiver of a loan from a Director of around RMB21.7 million and the waiver of
bank borrowings of approximately RMB17.5 million taken up in FYE 2021.
Furthermore, the Group’s other operating expenses increased from RMB93.6 million to RMB137.3 million, mainly
due to the write-off of intangible assets amounting to RMB41.6 million and the write-off of prepayments for land
use rights amounting to RMB85.7 million in FYE 2022. As a result, the Group incurred a net loss before taxation
of RMB167.7 million in FYE 2022 compared to RMB38.5 million in FYE 2021, mainly due to lower revenue and an
increase in other operating expenses in FYE 2022.
Financial Position
As of 31 December 2022, the Company’s net assets amounted to approximately RMB205.2 milion. The decrease
in intangible assets from RMB83.2 million to RMB39.3 million was primarily due to the write-off of land use rights
amounting to RMB41.6 million in the China subsidiary. The decrease in current assets from RMB195.7 million to
RMB35.6 million was mainly due to the write-off of prepayments related to land use rights in the China subsidiary
amounting to RMB85.7 million. Furthermore, the cash and bank balances reduced from RMB10.9 million to
RMB2.2 million, primarily due to the lower revenue and tight margin in major segments of the Group.
To maintain its financial stability and competitiveness, the Group will take necessary measures such as
implementing better cash flow management and improving revenue generation to ensure a positive cash
balance. Additionally, the Group will also focus on reducing costs by optimizing its operational efficiency,
enhancing production capacity, and streamlining its supply chain management. By doing so, the Group can
better allocate its resources and remain financially sound in the challenging market environment.
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The Research and Development division of our company is committed to improving our products to meet
the ever-increasing demands of consumers and to remain competitive in the market. Our focus is on product
innovation and creativity to develop healthier options that align with consumer preferences while maintaining
the highest quality standards.
Additionally, we are constantly expanding our customer base by exploring new domestic and international
markets, launching new products, and enhancing our product quality and variety. To adapt to the changing
landscape of the retail industry, we are also investing in various online shopping initiatives to drive sales.
Apart from the above, the Group has also made strategic investments in the upgrading of its factories and
the acquisition of advanced machineries to enhance its production efficiency, reduce operational costs, and
increase profitability. These investments have enabled the Group to keep up with the latest technological
advancements in the industry and maintain a competitive edge over its peers. By prioritizing the optimization
of its production processes, the Group is better equipped to respond to market demands and customer needs,
while also ensuring the consistent delivery of high-quality products. Furthermore, these investments in factory
and machinery upgrades demonstrate the Group’s commitment to sustainable growth and long-term success.
As a participant in the food industry, the Group is exposed to various risks related to product quality and standards,
as product safety and quality are of paramount importance to the Group. Such risks may cause financial and
reputational damage. Therefore, the Group has implemented comprehensive policies and procedures to
prevent contamination by establishing strict standards for processing, sanitization of plant and machinery, and
personal hygiene of employees. The Group also ensures traceability of products and compliance with stringent
quality systems.
The success of our business is subject to various risks, which we acknowledge and actively manage. These risks
include labour shortages, fluctuations in raw material prices, logistics cost and national policy. If we cannot pass
on the increased costs resulting from these risks to our customers, our profitability may be adversely affected.
To mitigate these risks, our management team has implemented various measures. For instance, we have
established relationships with multiple suppliers to ensure a stable supply of raw materials and packaging
materials without compromising quality. Additionally, we have invested in advanced machinery and plant
automation to reduce our reliance on labour.
Effective management of logistics is critical to our company’s profitability. To mitigate the risk of high logistics
and distribution fees, we are taking proactive steps to improve our supply chain efficiency and reduce costs.
This includes optimizing our supply chain, leveraging technology solutions such as TMS and WMS, negotiating
rates with logistics service providers, implementing just-in-time inventory management, centralizing distribution,
and conducting regular reviews of logistics costs. By employing these strategies, we aim to achieve greater
efficiency in our operations, reduce the risk of high logistics fees, and ultimately increase profitability for our
company.
To effectively mitigate the risk of national policy, we are taking proactive steps to stay informed about policy
changes, comply with regulations and minimize our exposure to policy shifts. This includes building strong
relationships with government officials and industry associations, expanding our operations beyond China,
developing contingency plans for potential policy changes, and maintaining compliance with all relevant
regulations and policies. By employing these strategies, we aim to mitigate the risk of policy changes, diversify
our operations, and improve our long-term prospects for success. We understand the importance of complying
with regulations and policies, and we are committed to maintaining a culture of compliance throughout our
organization.
In summary, we are keenly aware of the risks that our business faces, and we have taken proactive steps to
manage them effectively. By doing so, we aim to maintain our position as a reliable and responsible food
manufacturer while ensuring our long-term profitability.
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Declaration of Dividends
Business Prospect
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SUSTAINABILITY
STATEMENT
BOARD STATEMENT & ASSURANCE
Dear Shareholders,
The Board is pleased to present HB Global Limited (“HBGL”)’s 2022 Sustainability Statement. HBGL and its
subsidiaries (“the Group”) aim to be the trusted investment choice in the processing, packaging and producing
various types of food through delivering excellence and creating value for all our stakeholders.
After grappling with the pandemic for two years, many nations are now transitioning towards endemicity, with
a greater number of people receiving vaccinations. Malaysia began its transition phase in April 2022 where
restrictions are lifted, and economic activities resumed in earnest. However, China is still experiencing the
impacts of the ongoing COVID-19 outbreak. Despite this, the Group remains committed to complying with all
Covid-19 Standard Operating Procedures (SOPs) and maintaining vigilance to prevent the spread of the virus.
The Group understands that uncertainties and challenges may arise in this transition phase but is ready to face
them with agility and resilience.
The ongoing conflict between Russia and Ukraine has disrupted the global supply chain, causing significant
difficulties for businesses and consumers. The surge in commodity prices, specifically in the Brent crude market
where prices have been volatile and exceeded US$120 per barrel, has led to a considerable increase in fuel
costs. This has resulted in mounting pressure on the costs of imports and distribution, leading to inflationary
pressures affecting many markets worldwide and impacting the prices of goods and services. To overcome
these challenges, the Board recognizes that a robust governance structure, coupled with effective business
continuity management, is vital for the Group to achieve a sustainable and prosperous future.
In this period of economic stress, the Group will continue to strive to integrate sustainability and business continuity
plans into our operations. This Statement details how we identify and manage economic, environmental, social,
and governance (“EESG”) issues that are important to our stakeholders and ourselves.
The Board assume an important role in the selection and review of EESG factors that are material to the Group
and oversees the management and the performance relating to these factors.
Sustainability Initiatives
As a responsible corporate citizen, we recognise the crucial importance of ensuring the sustainability of our
business operations in every aspect. We acknowledge the potential impact that our activities could have on
the EESG, and have therefore established a comprehensive sustainability framework to address these concerns.
Our core values are rooted in achieving the highest standards of sustainability across our operations, seeking to
balance economic growth with environmental protection and social responsibility. With a presence in diverse
locations globally, we adhere to strict environmental and social regulations and comply with international best
practices to ensure that our business activities are conducted in alignment with our core values and principles.
We are committed to promoting sustainability across our entire value chain and work closely with our suppliers
and partners to encourage the adoption of sustainable practices and responsible business culture.
According to the latest report from the Intergovernmental Panel on Climate Change (IPCC), if significant
emission reductions are not implemented, the global temperature is projected to rise above 1.5°C of warming
in the coming decades. In response to this, HBGL recognizes the pressing need to reduce our impact on the
environment and is dedicated to minimising our environmental footprint. To achieve this, we are adopting a
comprehensive approach that prioritises the efficient use of energy, the reduction of waste, and the conservation
of water in all our business operations.
We have implemented various measures to reduce our environmental impact, including the implementation of
monitoring systems and the adoption of sustainable manufacturing methods and materials. We also encourage
our employees to adopt sustainable practices such as reducing paper usage, waste, noise, energy and water
consumption. Additionally, we are committed to our sustainability action plan, “Sustainable 2030: Circular of
Progress”, which outlines our goal for achieving sustainability in long term.
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At HBGL, we are dedicated to making a positive impact on the communities where we operate. We have
partnered with local organisations to support education, health, and environmental programs, promoting a
sustainable and healthy lifestyle. Also, we are committed to providing equal opportunities to all our employees
and promoting diversity and inclusion in the workplace. We recognise the importance of giving back to society,
and our ongoing efforts reflect our commitment to improving the lives of those around us. As part of our corporate
social responsibility strategy, we regularly review our community engagement programs to ensure they align
with our values and goals.
We will continue to report on our sustainability journey as we continue to create sustainable value for our
stakeholders in the coming years.
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HB Global Limited is committed to promoting convenient and healthy lifestyles for the global community through
our business operations. This statement reflects our best practices, initiatives, and efforts to address the impact of
our organization on the local economy, society, environment, and governance.
The reporting period aligns with our financial year from 1ST January 2022 to 31st December 2022 and focuses on
the activities of our trading and manufacturing operation involved in processing, packaging, and producing
various types of ready serve foods, frozen vegetables, and others food manufacturing. Details of the Group’s
trading and manufacturing facilities are shown in table below:
Reporting Framework
This Report is prepared with reference to the internationally recognised Integrated Reporting <IR> and it
adheres to Bursa Malaysia Sustainability Reporting Guide 3rd Edition. The Group also decided to adopt the TCFD
recommendations and Sustainable Development Goals (SDGs) as part of the report as well.
HB Global places strong emphasis on “Safety and Healthy” and strives to deliver top-quality and innovative
products, services, and content through sustainable business practices. As such, we continuously seek
opportunities to incorporate sustainability into our Group’s long-term growth and development goals.
Social
Capital
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SUSTAINABILITY GOVERNANCE
HBGL views sustainability as an important aspect in our Group. The Group has established a systematic and
comprehensive governance structure to ensure successful attainment of all our sustainability targets and goals.
In FY2021, HGBL had formed a two-tier governance structure whereby the Executive Director, assisted by the
Chief Financial Officer, reports directly to the Board of Directors. The Board of Directors leads the structure in
determining the sustainability journey and overseeing the execution of sustainability within the Group.
We have also established a dedicated Sustainability Committee as part of the governance structure, with the
key function of developing and implementing the Group’s sustainability strategy.
Finance
Sales &
Assisted Marketing
by CFO
Logistics
Board of Executive Sustainability
Directors Directors Committee
Human
Resource
Production
Service
Quality
Control
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As we aim to establish a sustainable business, we recognise the significance of fostering positive relationships
with our stakeholders. Their perspectives and feedback provide valuable insights that enable us to identify areas
for improvement and seize opportunities. It is crucial for us to engage them in regular dialogue to address their
concerns and gather their input.
We have identified our key stakeholder groups and seek to engage them through various methods and channels,
which are summarised in the table below:
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MATERIALITY MATRIX
We conducted materiality assessment during 2021 to identify sustainability topic that were of significant relevance
to our business and stakeholders. While conducting the review, we examined trends and developments within
the industry as well as global and local sustainability issues.
The material topic in 2022 remain unchanged from those identified since 2021 and they are listed in the table
below:
C
B
D
Importance to Stakeholders
G F
I
O N
P
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Financial Highlight - Resources to sustain the Group’s operations and implement other capitals
For the FYE 2022, the Group revenue decreased by RMB55.4 million from RMB131.5 million in FYE2021 to RMB76.1
million in FYE2022. This was mainly due to lower contribution in sales of China subsidiary as during FYE2022, there
was some disruption in the production and supply chain due to lockdown in certain areas of Chiana which have
been affected with rising Covid 19 cases. Other income in FYE2022 amounted to RMB14.1 million was much
lowered compared to FYE2021 which amounted to RMB74.1 million. This is mainly due to waiver of principal
and interest on loan from a Director amounted to approximately RMB21.7 million and waiver of bank borrowing
amounted to approximately RMB17.5 million taken up in FYE2021.
The FYE 2022 has been marked by significant challenges arising from inflationary pressures, particularly in relation
to input costs such as raw materials, transportation, labour and overhead, and current upcycle in interest rates.
These factors, coupled with a weakened macroeconomic outlook, may ultimately erode consumer spending
ability, potentially leading to a decrease in demand for ready-to eat and frozen food going forward.
HBGL is a renowned OEM manufacturer of ready-to-serve food and frozen vegetables based in China,
contributing to the growth of local and global markets. We prioritize providing consumers with reliable access
to high-quality, nourishing products, which is why we constantly strive to improve our standards, processes, and
controls to maintain consistent levels of quality.
HBGL’s investment in automated machines has brought significant benefits to the company, including
increased productivity and efficiency. The automated machines are crucial to the manufacturing process,
providing improved working conditions and better employee safety. They also enable faster production speeds
and increased quality control, resulting in timely production and cost savings. These investments are a clear
demonstration of HBGL’s commitment to product innovation, with a focus on functionality, quality, sustainability,
and affordability. Going forward, the company remains committed to enhancing the long-term value of its
products and launching new innovative products in FY2023.
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At HB Global, we recognize the importance of building sustainable, ethical, and equitable supply chains, which
we achieve through collaboration with our suppliers, ranging from smallholder farmers to large businesses.
We believe in respecting human and labour rights, as it fosters mutually beneficial relationships. Addressing
modern slavery, increasing traceability and transparency, improving farming practices and standards in our
suppliers’ factories are key factors that contribute to our goal of creating a more sustainable future. To achieve
this, we work closely with our suppliers to understand their current and future needs and make choices that
benefit all stakeholders.
We believe that building fairer supply chains is not only the responsible thing to do, but also mitigates risks in our
supply chains, ensuring the security of our products and the long-term value for all stakeholders.
As the global population continues to grow, there is a pressing need for accessible, ethical, and affordable
food that also minimizes its impact on our planet’s limited resources and climate. Our company is committed to
meeting current needs while also contributing to a sustainable future. This involves reducing carbon emissions in
our manufacturing processes, improving energy efficiency, and utilizing resources like water in a more circular
manner to minimize our impact on the environment and society.
We recognize the urgent need to address climate change, as it poses an existential risk to our planet. To secure
a net zero future, we are committed to reducing our carbon emissions by becoming more energy efficient,
using renewable options, and cutting costs in the long term. Furthermore, we believe in the future of a circular
economy, where finite resources are used, reused, recycled, and reconstituted for as long as possible. In this
regard, we value water as a precious shared resource for our operations and the communities in which we
operate. It is imperative that we take action to make our operations more environmentally sustainable, not only
from a moral standpoint but also from a commercial standpoint. It is essential to act proactively to adapt and
mitigate potential risks in the future.
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As a responsible food manufacturer, we do take seriously in this part by understanding our role in manufacture
of high quality, delicious and reliable products in hygienic conditions in compliance with relevant legislations
and directives. There are several food safety and quality systems in place to ensure our role is achieved and
maintained effectively.
Certificate
ISO 9001:2015 Quality Management System
ISO 22000:2018 Food Safety Management System
Hazard Analysis and Critical Control Points (HACCP)
Food and Drug Administration Certification (FDA - US)
British Retail Consortium Refrigerated and Frozen Food Certification (BRC - UK)
Governance - Board engagement on strategy, internal control to enhance the sustainability initiative
Please also refer to SUSTAINABILITY GOVERNANCE, STAKEHOLDER ENGAGEMENT TABLE & MATERIALITY MATRIX.
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We highly value our employees, who possess outstanding qualities due to the diversity of their backgrounds,
ideas, opinions, and skills. We prioritize their safety, health, and wellbeing, and make efforts to invest in their
development.
The Group always place health and safety of our employees as top priority. We are committed to creating
a sustainable and responsible workplace that benefits both employees and stakeholders. This commitment
includes maintaining a safe working environment and providing protective gear for our employees. By prioritizing
safety, our employees are able to focus on being productive without worrying about their well-being at work.
Our proactive approach to occupational health and safety not only positions us as a practical and progressive
place to work, but also helps us establish operations in new jurisdictions more easily.
We strive to set an example of best practices in health and safety within our industry and go beyond regulatory
requirements. Our comprehensive Safety and Health Policy outlines safety standards for daily operations and
is provided to all employees. New employees are informed of the policy during the Occupational Safety and
Health (OSH) induction program. This year, we have not received any staff complaints or disputes, and we
continually review and improve our policy to minimize injuries.
Employment
HBGL understands the significance of creating a diverse and inclusive workplace, which not only provides a
competitive edge but also helps attract and retain talent. The Group strongly believes in evaluating human
resource practices, such as employment, talent development, and advancement, solely on the basis of merit
and without any form of discrimination.
HBGL prioritizes attracting and retaining a diverse talent pool, developing organizational talents, and
empowering key leadership talents. Additionally, the Group is dedicated to improving employee engagement,
experience, and interaction, which allows talents to perform their best and create shared value. The Group
remains committed to promoting diversity, equity, and inclusion by hiring and developing local talent while
upholding its values.
In line with our commitment to fostering diversity and equality, we understand that building an inclusive
workplace culture is an ongoing process that requires consistent engagement and effort. We have implemented
internal policies and practices to promote diversity and equal opportunities, such as anti-discrimination policies
and diversity training programs. Our goal is to create a welcoming environment where employees from all
backgrounds feel valued and able to contribute their best work.
We also ensure that all employees have access to career advancement opportunities and leadership positions,
regardless of their personal characteristics. Our talent management process involves conducting regular skills
assessments and creating career development plans for all employees. By providing equal opportunities for
professional growth, we aim to attract and retain the most talented individuals and improve our overall business
performance. Additionally, we continuously review our workforce data to identify areas for improvement and
measure our progress in achieving our diversity goals.
The Group is dedicated to investing in its workforce to facilitate employee growth and meet evolving business
requirements. The company offers numerous learning opportunities to employees at various stages of their
careers, ensuring they acquire the essential competencies to carry out their duties. We acknowledge the pivotal
role that employees play in attaining operational and safety excellence.
To ensure that employees are equipped with relevant skills to perform their jobs, they receive training from
both internal and external sources. Training is provided on a mandatory or voluntary basis. In 2022, employees
received a total of 53 hours of training.
By investing in the human capital, the Group can attract and retain top talent, which in turn helps to improve the
company’s bottom line. Additionally, providing employees with the necessary skills and knowledge to perform
their jobs safely and efficiently contributes to operational and safety excellence.
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Diesel and electricity are major contributors to our overall energy consumption, leading to the release of
greenhouse gases (GHG) like carbon dioxide that can negatively affect the environment. As a result, we are
committed to mitigating our carbon footprint and decreasing energy usage by endorsing the adoption of
renewable energy and enhancing energy efficiency.
The Shandong Hengbao Foodstuff Co. Ltd (Manufacture division) are the major contributor of that contribute
the GHG emissions. As part of the trading operation’s logistic management, the department ensures that all our
delivery routes are planned to achieve logistic optimization to minimise carbon footprint. In addition, whenever
possible, corrugated boxes in warehouse are reused. We proactively monitor and take measures to decrease
CO2 emissions.
Water
Excessive water usage can place a significant burden on water resources and may result in the contamination
of waterways, which can ultimately lead to a decline in water quality. This can have a detrimental impact on
local ecosystems, compromising essential services provided by these systems and affecting the quality of life of
nearby communities.
In HBGL, we recognize the importance of water conservation and are committed to reducing our total water
consumption. Therefore, we will continue to raise awareness among employees about the importance of water
conservation. By reducing our water consumption, we hope to contribute to the preservation of water resources
and the protection of local ecosystems and communities.
Improper disposal of effluents, which contain high levels of chemicals and nutrients such as nitrogen,
phosphorous, or potassium, can have significant impacts on water quality and the biodiversity of oceanic and
aquatic ecosystems. Similarly, inadequate waste management practices can lead to pollution of the air, water,
and soil, posing serious threats to both the environment and human health. The generation of excessive waste
from manufacturing activities can also place significant pressure on our natural resources, ultimately leading to
environmental degradation.
The Group advocates reducing, reusing, and recycling especially in our office and factory towards efficient
waste management practices. By managing our scheduled waste effectively and responsibly, we aim to
minimize the impact of our operations on the environment, while contributing to the preservation of natural
resources and the protection of human health.
CUSTOMER SERVICES
At HBGL, our management philosophy is centred around two core values: Quality and Safety. Our commitment
to these values reflects our dedication to serving society through our products and services, always with a
focus on putting the customer first. By striving to continuously improve customer satisfaction, we aim to provide
products, solutions, and services that enhance the lives of individuals worldwide.
Our fundamental approach is to offer our customers, products they can trust, which in turn promotes peace
of mind and satisfaction. This unwavering commitment to providing dependable and reliable products is a
cornerstone of our philosophy and remains at the heart of everything we do at HBGL.
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COMMUNITY ENGAGEMENT
As a responsible corporate citizen, we recognize the importance of supporting the local community and giving
back to society. We are committed to engaging with the community through various initiatives and programmes,
such as roadshow, donations and sponsorships through charity bodies.
In 2022, due to the COVID-19 pandemic restrictions still enforced in China, we are unable to carry out any
community engagement activities, including donations. It is important to note that the health and safety of
our employees and the communities we serve are our top priority, and we will continue to follow government
guidelines and best practices to ensure everyone’s well-being.
Despite these limitations, we remain committed to supporting our communities in meaningful ways, and we are
exploring alternative methods to engage and contribute to society during these challenging times. We believe
that our contributions not only benefit the community directly, but also help to create a positive relationship
between our company and the community. Going forward, we will continue to seek out opportunities to support
community initiatives and programs that align with our values and mission.
Affordable and Clean Energy Using LED & Solar power - Environment
system
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LOOKING FORWARD
As a public listed company, we are committed to operating our business with transparency and integrity. This
Sustainability Statement serves as an important avenue for us to communicate with our stakeholders and share
information about our sustainability practices. In line with this commitment, we have implemented policies such
as the Anti-Bribery and Corruption Policy and the Whistleblowing Policy in 2020. We maintain a zero-tolerance
approach towards fraudulent activities, bribery, corruption, money laundering, and the financing of terrorism. By
upholding these values and principles, we aim to build trust and confidence with our stakeholders and continue
to operate as a responsible corporate citizen.
As we look ahead to the future, we are optimistic about the recovery from the pandemic and the opportunities
it presents as China is expected to enter a transition towards endemicity, which is anticipated to coincide with
the lifting of Covid 19 restrictions and the opening of its border. We are committed to supporting this transition
and helping to rebuild the economy. We recognize that the pandemic has brought about new challenges and
opportunities for businesses and society. Moving forward, we will continue to prioritize the health and safety of
our employees, customers, and communities while working to adapt and innovate in response to changing
circumstances.
In year 2023, the management plan to focus on enhancing our digital capabilities and product innovation
to better serve our customers’ needs and promote sustainable practices across our operations. We will also
continue to focus on sustainability, building on the progress we have made in reducing our environmental
footprint and engaging with our stakeholders on social and ethical issues. HBGL believe that by continuing to
work together with our stakeholders and embracing innovation, we can emerge from this pandemic stronger
and more resilient than ever before.
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The Board is committed to ensure that a high standard of corporate governance is practised throughout HB
Global Limited (“HB Global” or “the Company”) and its subsidiaries (“the Group”) in discharging its responsibilities
with integrity, transparency and professionalism, to protect and enhance shareholders’ value and the financial
position of the Group.
The Board recognises the importance of good corporate governance and fully supports the principles and
best practices promulgated in the Malaysian Code on Corporate Governance 2021 issued by the Securities
Commission Malaysia (“MCCG”) to enhance business prosperity and maximise shareholders’ value. The Board will
continuously evaluate the Group’s corporate governance practices and procedures, and where appropriate
will adopt and implement the best practices as enshrined in MCCG to the best interest of the shareholders of
the Company.
Below is a statement and description in general on how the Group has applied the principles and complied
with the best practice provisions as laid out in MCCG throughout the financial year ended 31 December 2022
(“FYE 2022”) pursuant to Paragraph 15.25 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia
Securities Berhad (“Bursa Securities”).
This Statement is to be read together with the Corporate Governance Report 2022 (“CG Report”) of the
Company which is available on the Company’s website at www.hbglob.com. The detailed explanation on the
application of the corporate governance practices is reported under the CG Report.
The Group is led and controlled by an effective Board. The Board provides strategic direction for the Group and
regularly meets to review corporate strategies, resolve operational affairs and monitor the financial performance
of the Group.
The Board is collectively responsible to the Company’s shareholders for the long-term success of the Group and
its overall strategic direction, its values and its governance. The Board is led by experienced and knowledgeable
Directors who provide the Company with the core competencies and the leadership necessary for the Group to
meet its business objectives and goals. The Board regularly reviews the Group’s business operations, management
performance and also ensure the necessary resources are in place.
The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group
strategy and direction, investment policy, major capital expenditures, consideration of significant financial
matters and review of the financial and operating performance of the Group.
The management, including the Chief Executive Officer and Executive Directors of the Company, are
responsible for managing the day-to-day running of the business activities in accordance with the direction and
delegation of the Board. The management meets regularly to discuss and resolve operational issues. The Chief
Executive Officer and Executive Director briefs the Board on business performance and operations as well as the
management initiatives during quarterly Board’s meetings.
The Board is entrusted with the responsibility to promote the success of the Group by directing and supervising
the Group’s affairs. Hence, to develope corporate objectives and position descriptions including the limits to
management’s responsibilities, which the management are aware and are responsible for meeting.
The Board understands the principal risks of all aspects of the business that the Group is engaged in recognising
that business decisions require the incurrence of risk. To achieve a proper balance between risks incurred and
potential returns to shareholders, the Board ensures that there are in place systems that effectively monitor and
manage these risks with a view to the long term viability of the Group.
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The principal roles and responsibilities assumed by the Board are as follows:
The Board plays an active role in the development of the Group’s overall corporate strategy, marketing plan
and financial plan. The Board is presented with the short and long-term strategy of the Group together with
its proposed business plans for the forthcoming year. The Board also monitors budgetary exercises which
support the Group’s business plan and budget plan.
• Implementation of internal compliance controls and justifies measures to address principal risks
The Board is fully alert of the responsibilities to maintain a proper internal control system. The Board is responsible
for the Group’s system of internal controls including financial condition of the business, operational, regulatory
compliance as well as risk management matters.
The Board is responsible to formulate and have in place an appropriate succession plan encompassing the
appointment, training, and determination of compensation for senior management of the Group, as well
as assessing the performance of Directors and Committee members and, where appropriate, retiring and
appointing new members of the Board and Executive Directors.
The Board has entrusted the Nomination Committee and Remuneration Committee with the duty to review
candidates with required mix of skills and experience for the Board and to determine remuneration packages
for these appointments, and to formulate nomination, selection and remuneration for the Group.
• Developing and implementing an investor relations program or shareholder communications policy for the
Group
The Board recognises that shareholders and other stakeholders are entitled to be informed in a timely and
readily accessible manner of all material information concerning the Company through a series of regular
disclosure events during the financial year. Hence, the Company website is the primary medium in providing
information to all shareholders and stakeholders.
The Board will normally hold meetings at least four (4) times in each financial year to consider:
In addition, the Board will, at intervals of not more than one (1) year:
The roles and responsibilities of the Independent Non-Executive Directors and Executive Directors are clearly
defined and properly segregated. All the Independent Non-Executive Directors are independent of the Executive
Directors, management and major shareholders of the Company, and are free from any business or other
relationship with the Group that could materially interfere with the exercise of their independent judgement. This
offers a strong check and balance on the Board’s deliberations.
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The Executive Directors are responsible for the overall performance and operations as well as the corporate
affairs and administrations of the Group. They are assisted by the senior management personnel of the Group
in managing the business activities of the Group in the manner that is consistent with the policies, standards,
guidelines, procedures and/or practices of the Group and in accordance with the specific plans, instructions
and directions set by the Board.
The Chief Executive Officer holds the principal obligations in focusing, guiding, addressing, supervising,
regulating, managing and controlling as well as communicating the Company’s goals and objectives, as well
as all significant corporate matters, corporate restructuring plans, business extension plans and proposals.
The Independent Non-Executive Directors of the Company play a key role in providing unbiased and independent
views, advice and contributing their knowledge and experience toward the formulation of policies and in the
decision-making process. The Board structure ensures that no individual or group of individuals dominates the
Board’s decision-making process. Although all the Directors have equal responsibility for the Company and
the Group’s operations, the role of the Independent Directors are particularly important in ensuring that the
strategies proposed by the Executive Directors are deliberated on and have taken into account the interest, not
only of the Company, but also that of the shareholders, employees, customers, suppliers and the community.
In discharging its fiduciary duties, the Board has delegated specific tasks to four (4) Board Committees namely
the Audit Committee, Nomination Committee, Remuneration Committee and Risk Management Committee. All
the Board Committees have its own terms of reference and has the authority to act on behalf of the Board within
the authority as lay out in the terms of reference and to report to the Board with the necessary recommendation.
The Chairman of the Board, Mr Keh Chuan Seng, who is an Executive Chairman, plays an instrumental role in
leading the Board by setting the tone at the top and managing Board effectiveness by focusing on strategy,
governance and compliance. The Chairman also provides leadership at Board level and represents the Board
to the shareholders and other stakeholders.
While the Chief Executive Officer of the Company, Mr Shen Hengbao is primarily responsible for the day-to-day
management of the business and assessing the potential business opportunities and report the same to the
Board for their discussion.
The Board endeavours to comply with the Practice 1.4 of the MCCG whereby the Chairman of the Board should
not be a member of the Board Committees. The Board also acknowledges the risk of self-review and may impair
the objectivity of the Chairman and the Board when deliberating on the observations and recommendations
put forth by the Board Committees.
Currently, the Chairman of the Board is also the Chairman of the Remuneration Committee, the Board might
consider on the shuffling of the composition of the Board Committees, as and when it is necessary. However,
with the presence of two (2) independent directors from a total of three (3) committees members, the Board are
in the view that it is sufficient to provide the necessary checks and objectivity when comes to any deliberations.
The Board is supported by one (1) suitably qualified and competent Company Secretary. The Company
Secretary play an advisory role to the Board and is responsible to ensure that Board policies and procedures are
both followed.
The Company Secretary will attend all Board and Committee meetings and is responsible for the proper
maintenance of records of the discussions on key deliberations and decisions taken during the Board and
Committee meetings.
The Company Secretary renders necessary assistance to the Board and ensures meeting procedures are
followed and the applicable laws and regulations are complied with.
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The Company Secretary has kept himself abreast with the development and new changes in relation to any
legislation and regulations concerning the corporate administration and to highlight the same to the Board of
Directors accordingly.
Board Committees
In discharging its fiduciary duties, the Board has delegated specific tasks to the following four (4) Board
Committees:
All the Board Committees have its own terms of reference and has the authority to act on behalf of the Board
within the authority as lay out in the terms of reference. These Committees are formed in order to enhance
business and operational efficiency as well as efficacy. The Chairman of the respective Committees will report
to the Board the outcome of the Committees meetings for the Board’s considerations and approvals. The Board
retains full responsibility for the direction and control of the Company and the Group.
A copy of the Terms of Reference of the board committees is available on the Company’s website at
www.hbglob.com.
Unless otherwise agreed, notice of each meeting confirming the venue, time, date and agenda of the meeting
together with relevant Board papers shall be forwarded to each director no later than seven (7) days before
the date of the meeting. This is to ensure that Board papers comprising of due notice of issues to be discussed
and supporting information and documentations were provided to the Board sufficiently in advance. The
deliberations of the Board in terms of the issues discussed during the meetings and the Board’s conclusions in
discharging its duties and responsibilities are recorded in the minutes of meetings by the Company Secretary.
The Board has unrestricted access to all information within the Company as a full Board to enable them to
discharge their duties and responsibilities and is supplied on a timely basis with information and reports on
financial, regulatory and audit matters by way of Board papers for informed decision making and meaningful
discharge of its duties.
All Directors have direct access to the advice and services of the Company Secretary who is responsible for
ensuring the Board’s meeting procedures are adhered to and that applicable rules and regulations are complied
with. In addition, external advisers are invited to attend meetings to provide insights and professional views,
advice and explanation on specific items on the meeting agenda, when required. Senior management team
are also invited to participate at the Board meetings to enable all Board members to have equal access to the
latest updates and developments of business operations of the Group. The Chairman of Board Committees briefs
the Board on matters discussed as well as decisions taken at the meetings of their respective Board Committees
meetings.
When necessary, Directors may whether as a full Board or in their individual capacity, seek independent
professional advice, including the internal and external auditors, at the Company’s expense to enable the
directors to discharge their duties with adequate knowledge on the matters being deliberated, subject to
approval by the Chairman of the Board, and depending on the quantum of the fees involved.
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• Demarcation of Responsibilities
Board Charter
As part of governance process, the Board has adopted a Board Charter which sets out the composition and
balance, roles and responsibilities, operation and processes of the Board. The details of the Board Charter is
available for reference at the Company’s website at www.hbglob.com.
Following the amendments to MMLR, the Board adopted a Directors’ Fit and Proper Policy to assess any
person identified to be appointed as a Director or to continue holding the position as a Director within the
group. The details of the Directors’ Fit and Proper Policy is available for reference at the Company’s website at
www.hbglob.com.
The Board is committed in maintaining a corporate culture which engenders ethical conduct. The Company
has established the Code of Conduct and Ethics, which summarises what the Company must endeavour to do
proactively in order to increase corporate value, and which describes the areas in daily activities that require
caution in order to minimise any risks that may occur. The details of the Code of Conduct and Ethics is available
for reference at the Company’s website at www.hbglob.com.
Whistle-blowing Policy
The Company has established the Whistle-blowing Policy, with the aim to provide an avenue for raising concerns
related to possible breach of business conduct, non-compliance of laws and regulatory requirements as well as
other malpractices. The details of the Whistle-blowing Policy is available for reference at the Company’s website
at www.hbglob.com.
The Company has in place an Anti-Bribery and Corruption Policy to incorporate the policies and procedures
on anti-bribery and corruption to promote better governance culture and ethical behaviour within the Group
and to prevent the occurrence of corrupt practices in accordance with the new Section 17A of the Malaysian
Anti-Corruption Commission Act 2018 on corporate liability for corruption. The details of the Anti-Bribery and
Corruption Policy is available for reference at the Company’s website at www.hbglob.com.
Governing Sustainability
The Board considered on the sustainability matters as recommended in the MCCG. The Board together with
the Management takes responsibility for the governance of sustainability in the company including setting
Company’s sustainability strategies, priorities and targets.
Despite challenging economic conditions amidst the uncertain political and pandemic-influenced climate
during the financial year under review, the Group had maintained its efforts to improve business sustainability
and stakeholder engagement throughout the financial year. The Management believes that sustainable success
will only be attainable through collaborative efforts between the Group, its stakeholders and the community.
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• Board’s objectivity
The Board is committed in ensuring that its composition not only reflects the diversity as recommended by
MCCG, as best as it can, but also the right mix of skills and balance to contribute to the achievement of the
Group’s goal and business objectives.
The Board of HB Global comprises of seven (7) members of whom one (1) is Executive Chairman, one (1) is
Executive Director, one (1) is Chief Executive Officer and four (4) are Independent Non-Executive Directors,
thereby meeting the minimum one-third (1/3) requirement for independent directors to be appointed to the
Board as required under the MMLR as well as the recommendation of MCCG whereby at least half of the Board
comprises of independent directors. In the event of any vacancy of the Board, resulting in non-compliance with
Paragraph 15.02 of the MMLR, the Company will fill the vacancy within three (3) months.
The current composition of the Board provides an effective Board with a mix of industry specific knowledge,
broad based business and commercial experience together with independent judgement on matters of
strategy, operations, resources and business conduct. The combination of professionals with diverse and varied
backgrounds, wealth of experience and expertise in finance and corporate affairs also enables the Board to
discharge its responsibilities effectively and efficiently. The profiles of the Directors and Key Senior Management
are set out in this Annual Report.
Currently, the Board does not have a formal policy on the tenure for Independent Director as the Board is of
the view that a term of more than nine (9) years may not necessary impair independence and judgement of
an Independent Director and therefore the Board does not deem it appropriate to impose a fixed term limit for
Independent Director at this juncture.
However, as recommended by the MCCG, the tenure of an Independent Director should not exceed cumulative
term of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve
on the Board subject to the re-designation of the said person as a Non-Independent Director. In the event the
Board intends to retain such Director as Independent Director after the latter has served a cumulative term of
nine (9) years, the Board must provide justification and seek annual shareholders’ approval through a two-tier
voting process.
Currently, Mr Yang Chin Shen, the Independent Director of the Company who had served the Board for a
cumulative term of more than nine (9) years, is going to retain as Independent Directors through a two-tier
voting process at the forthcoming Annual General Meeting (“AGM”) of the Company.
The appointment of new Directors is the responsibility of the full Board after considering the recommendations of
the Nomination Committee (“NC”). As a whole, the Company maintains a very lean number of Board members.
New appointees will be considered and evaluated by the NC. The NC will then recommend the candidates
to be approved and appointed by the Board. The Company Secretary will ensure that all appointments are
properly made, and that legal and regulatory obligations are met.
Generally, the Board adopts a flexible approach when selecting and appointing new Directors depending
upon the circumstances and timing of the appointment. The NC will help assess and recommend to the Board,
the candidature of Directors, appointment of Directors to Board Committees, review of Board’s succession plans
and training programmes for the Board.
In assessing suitability of candidates, consideration will be given to the core competencies, commitment,
contribution and performance of the candidates to ensure that there is a range of skills, experience and diversity
(including gender diversity) represented in addition to an understanding of the Business, the Markets and the
Industry in which the Group operates and the accounting, finance and legal matters.
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In general, the process for the appointment of director to the Board are as follows:
Factors considered by the NC when recommending a person for appointment as a director include:
On 4 November 2022, Mr Khoo Lay Tatt was appointed as Independent Non-Executive Director of the Company.
Boardroom Diversity
The Board acknowledges the importance of boardroom diversity and is supportive of the recommendation of
MCCG to the establishment of boardroom and workforce gender diversity policy. However, the Board does
not adopt any formal boardroom diversity policy in the selection of new Board candidates and does not
have specific policies on setting target for female candidates in the Group. The Group basically evaluate the
suitability of candidates as new Board member or as a member of the workforce based on the candidates’
competency, skills, character, time commitment, knowledge, experience and other qualities in meeting the
needs of the Group, regardless of gender. Equal opportunity is given and does not practise discrimination of any
form, whether based on age, gender, race and religion, throughout the organisation. Nevertheless, the Board
will evaluate and match the criteria of the potential candidate as well as considering the boardroom diversity
for any new proposed appointment of Directors of the Company in the future.
Currently, our Board comprise of one (1) female Director and the Board may consider appointing more females
onto the Board in future to bring about a more diverse perspective.
The existing Directors’ age distribution falls within the respective age group and are as follows:
The current diversity in the race/ethnicity and nationality of the existing Directors are as follows:
Race/Ethnicity Nationality
Number of Directors Malay Chinese Indian Others Malaysian Foreign
0 7 0 0 6 1
The directorships in other public listed companies in Malaysia held by any Board member at any one time shall not
exceed any number as may be prescribed by the relevant authorities. In addition, at the time of appointment,
the Board shall obtain the Director’s commitment to devote sufficient time to carry out his responsibilities. Directors
are required to notify the Chief Executive Officer before accepting any new directorship(s). The notification
would include an indication of time that will be spent on the new appointment(s). Any Director is, while holding
office, at liberty to accept other Board appointment in other companies so long as the appointment is not in
conflict with the Company’s business and does not affect the discharge of his/her duty as a Director of the
Company. To ensure the Directors have the time to focus and fulfill their roles and responsibilities effectively, one
(1) criterion as agreed by the Board is that they must not hold directorships at more than five (5) public listed
companies as prescribed in Paragraph 15.06 of the MMLR.
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There were five (5) Board of Directors’ meetings held during the FYE 2022. Details of the attendance of the
Directors at the Board of Directors’ meetings are as follow:
All the Directors complied with the minimum 50% attendance requirement in respect of Board of Directors’
meetings held during the FYE 2022 as stipulated under Paragraph 15.05 of the MMLR.
The Board is satisfied with the level of time commitment given by the Directors of the Company towards fulfilling
their duties and responsibilities.
The Board meets on a quarterly basis, with amongst others, review the operations, financial performance, reports
from the various Board Committees and other significant matters of the Group. Where any direction or decisions
are required expeditiously or urgently from the Board between the regular meetings, special Board meetings
maybe convened by the Company Secretary, after consultation with the Chief Executive Officer. Additionally,
in between Board meetings, the Directors also approved various matters requiring the sanction of the Board by
way of circular resolutions.
The proceedings and resolutions concluded at each Board meeting are recorded in the minutes of the meetings,
which are kept in the Minutes Book at the Company’s registered office in Singapore.
To facilitate the Directors’ time planning, the tentative dates for Board and Board Committee meetings will be
notified by the Company Secretaries well in advance to ensure that each of the Directors is able to attend the
planned Board and/or Board Committee meetings including that of the Annual General Meeting.
Details of seminars/conferences/training programmes attended by the Board members during the FYE 2022 as
listed below:
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The Board will on continuing basis evaluate and determine the training needs of each Director, particularly
on relevant new law and regulations and essential practices for effective corporate governance and risk
management to enable the Directors to effectively discharge their duties. Saved as disclosed above, other
Directors of the Company were not able to select any suitable training programmes to attend during the financial
year due to their busy work schedule. However, they have constantly been updated with relevant reading
materials and technical updates, which will enhance their knowledge and equip them with the necessary skills
to effectively discharge their duties as Directors of the Company.
In addition to the above, the Directors would be updated on recent developments in the areas of statutory
and regulatory requirements from the briefing by the External Auditors, the Internal Auditors and the Company
Secretary during the Committee and/or Board meetings.
Nomination Committee
The NC comprising exclusively of Independent Non-Executive Directors. The role of the NC is to assess and
recommend the candidates who have an optimal mix of qualifications, skills and experiences, including core
competencies to the Board. The NC is required to evaluate the effectiveness of the Board, each Committee of
the Company and also to assess the contribution of each Director in relation to the effectiveness of the Board’s
decision-making process on an annually basis.
Chairman
Ho Pui Hold - Independent Non-Executive Director
Members
Yang Chin Shen - Independent Non-Executive Director
Lew Seh Li - Independent Non-Executive Director
The NC will meet at least once per year unless otherwise determined by the NC. During the FYE 2022, the
summary of activities undertaken by the NC included the following :
i) Reviewed the appointment of Mr Khoo Lay Tatt as Independent Non-Executive Director of the Company;
ii) Reviewed the effectiveness of the Board, as a whole, Board Committees and individual Directors and make
appropriate recommendation to the Board; and
iii) Reviewed and recommended the re-election of Directors at the forthcoming Annual General Meeting in
accordance with the Company’s Constitution.
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Evaluation for Board, Board Committees and Individual Directors and Re-election of Directors
The NC is responsible in evaluating performance and effectiveness of the entire Board, the Board Committees
and individual Director on a yearly basis. The evaluation process is led by the NC Chairman and supported by
the Company Secretary Agent via questionnaires.
The effectiveness of the Board is assessed in the areas of the Board's roles and responsibilities and composition,
attendance record, the intensity of participation at meetings, quality of interventions and special contributions.
Besides, the effectiveness of the Board Committees is assessed in terms of structure and processes, accountability
and responsibility as well as the effectiveness of the Chairman of the respective Board Committees.
Based on the annual assessment conducted during the FYE 2022, the NC was satisfied with the existing Board
composition and concluded that each Directors has the requisite competence to serve on the Board and
has sufficiently demonstrated their commitment to the Company in terms of time and participation during
the financial year under review, and recommended to the Board the re-election of retiring Directors at the
Company's forthcoming AGM. All assessments and evaluations carried out by the NC in discharge of its functions
were properly documented.
Remuneration Committee
The Remuneration Committee (“RC”) of the Company comprises of majority of Independent Non-Executive
Directors.
Chairman
Keh Chuan Seng - Executive Chairman
Members
Yang Chin Shen - Independent Non-Executive Director
Ho Pui Hold - Independent Non-Executive Director
The RC meet at least once a year and when required and is entrusted, among others, with examining the
remuneration packages and other benefits of the Executive Directors. The contribution, responsibilities and
performance of each Executive Director is taken into account when determining their respective remuneration
packages. However, the ultimate responsibility to approve the remuneration of these Directors remains with the
Board as a whole. The Executive Directors are not involved in any decisions with regard to their own remuneration.
During the financial year under review, the summary of activities undertaken by the RC included the following:
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Directors’ Remuneration
The determination of the remuneration for Non-Executive Directors is a matter of the Board as a whole. The
level of remuneration for Non-Executive Directors reflects the amount paid by other comparable organisations,
adjusted for the experience and levels of responsibilities undertaken by the particular Non-Executive Directors
concerned. The remuneration package of Non-Executive Directors will be a matter to be deliberated by the
Board, with the Director concerned abstaining from deliberations and voting on deliberations in respect of his
individual remuneration. In addition, the Company also reimburses reasonable out-of-pocket expenses incurred
by all the Non-Executive Directors in the course of their duties as Directors of the Company. The aggregate annual
Directors’ fees are to be approved by shareholders at the Annual General Meeting based on recommendations
of the Board.
The remuneration of the Executive Directors was determined fairly based on the performance and the profitability
of the Group as a whole. The Directors’ remuneration is at the discretion of the Board, taking into account the
comparative market rates that commensurate with the level of contribution, experience and participation of
each Director. The overriding principle adopted in setting the remuneration packages for the Executive Directors
by the Remuneration Committee is to ensure that the Company attracts and retains the appropriate Directors
of the calibre needed to run the Group successfully.
Details of the Directors’ remuneration paid or payable to all Directors of the Company (both by the Company
and the Group) for the FYE 2022 are as follows:
Company Group
Salaries and Salaries and
Fees (RMB’000) other emoluments Fees (RMB’000) other emoluments
Director (RMB’000) (RMB’000)
Shen Hengbao - - - 1,000
Yang Chin Shen 38 - 38 -
Ho Pui Hold 38 - 38 -
Keh Chuan Seng - - - 522
Keh Chuan Yee - - - 490
Lew Seh Li 38 - 38 -
Khoo Lay Tatt 6 - 6 -
(appointed on 4
November 2022)
Total 120 - 120 2,012
The Board is aware of the need for transparency in the disclosure of its senior management’s remuneration.
Nonetheless, it is of the view that such disclosure could be detrimental to its business interests given the highly
competitive human resource environment in which the Group operates where intense headhunting for personnel
with the right expertise, knowledge and relevant working experience is the norm. As such, disclosure of specific
remuneration information could rise to recruitment and talent retention issues going forward.
The Board ensures that the remuneration of these personnel commensurate with the level of responsibilities, with
due consideration in attracting, retaining and motivating these corporate key management to lead and run
the Group successfully.
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• Audit Committee
The Audit Committee (“AC”) is relied upon by the Board to, amongst others, provide advice in the areas of
financial reporting, external audit, internal control environment and internal audit process, review of related
party transactions as well as conflict of interest situation. The AC also undertakes to provide oversight on the risk
management framework of the Group.
The current composition of AC comprises of three (3) members, all of whom are Independent Non-Executive
Directors. The AC is chaired by an Independent Director and the positions of the Chairman of the Board and AC
are held by separate individuals. All members of the AC are relatively financially literate, while the Chairman of
AC is a member of Malaysian Institute of Accountants.
The composition, roles and responsibilities of the AC are set out under the AC Report in this Annual Report. The
duties and responsibilities of the AC are also available in the AC’s TOR.
None of the Board member nor the AC were former audit partner of the External Auditors appointed by
the Group. The Company will observe a cooling-off period of at least three years in the event any potential
candidate to be appointed as a member of the AC was a audit partner of the external auditors of the Group.
The AC has established a transparent and appropriate relationship with the Company’s External Auditors. From
time to time, the Auditors will highlight to AC and the Board on matters that require the Board’s attention.
The AC is responsible for reviewing the audit, recurring audit-related and non-audit services provided by the
External Auditors. The AC has been explicitly accorded the power to communicate directly with both the
External Auditors and Internal Auditors. The terms of engagement for services provided by the External Auditors
are reviewed by the AC prior to submission to the Board for approval. The effectiveness and performance of the
External Auditors are reviewed annually by the AC.
To assess or determine the suitability and independence of the External Auditors, the AC has taken into
consideration of the following:
(i) the adequacy of the experience, competence and resources of the External Auditors;
(ii) the External Auditor’s ability to meet deadlines in providing services and responding to issues in a timely
manner as contemplated in the external audit plan;
(iii) the nature of the non-audit services provided by the External Auditors and fees paid for such services relative
to the audit fee; and
(iv) whether there are safeguards in place to ensure that there is no threat to the objectivity and independence
of the audit arising from the provision of non-audit services or tenure of the External Auditors.
The External Auditors are being invited to attend the AGM of the Company to response and reply to the
shareholders’ enquiries on the conduct of the statutory audit and the preparation and contents of the audited
financial statement.
The AC is satisfied with the competence and independence of the External Auditors for the financial year under
review. Having regard to this, the Board approved the AC’s recommendation for the shareholders’ approval to
be sought at the AGM on the reappointment of Messrs UHY Lee Seng Chan & Co., as the External Auditors of
the Company.
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The Board is entrusted with the overall responsibility of continually maintaining a sound system of internal
control, which covers not only financial controls but also operational and compliance controls as well as risk
management, and the need to review its effectiveness regularly in order to safeguard shareholders’ investments
and the Company’s assets. A Risk Management Committee (“RMC”) which comprises of two (2) Independent
Non-Executive Directors and one (1) Executive Director has been formed to assist the Board on the ongoing
process of risk identifying.
The internal control system is designed to access current and emerging risks, respond appropriate to risks of the
Group. As an effort to enhance the system of internal control, the RMC together with the assistance of external
professional Internal Audit firm adopted on-going monitoring and review to the existing risk management process
in place within the various business operations, with the aim of formalising the risk management functions across
the Group. This function also acts as a source to assist the AC and the Board to strengthen and improve current
management and operating style in pursuit of best practices.
As an ongoing process, significant business risks faced by the Group are identified and evaluated and
consideration is given on the potential impact of achieving the business objectives. This includes examining
principal business risks in critical areas, assessing the likelihood of material exposures and identifying the measures
taken to mitigate, avoid or eliminate these risks.
The information on the Group’s internal control is further elaborated on the Statement on Risk Management and
Internal Control of this Annual Report.
The Group has appointed an established external professional Internal Audit firm, which reports to the AC
and assists the AC in reviewing the effectiveness of the internal control systems whilst ensuring that there is an
appropriate balance of controls and risks throughout the Group in achieving its business objectives.
Further details of the activities of the internal audit function are set out in the Statement on Risk Management
and Internal Control and Audit Committee Report in this Annual Report.
The Board always recognizes that an effective communication with stakeholders is an essential requirement of
the Group’s sustainability. In view thereof, stakeholders are informed of all material business events and risks of
the Group in a factual, timely and widely available manner.
The Group relies on the following channels for effective communication with the shareholders and stakeholders:
i) Interim financial reports to provide updates on the Group’s operations and business developments on a
quarterly basis;
ii) Annual audited financial statements and annual report to provide an overview of the Group’s state of
governance, state of affairs, financial performance and cash flows for the relevant financial year;
iii) Corporate announcements to Bursa Securities on material developments of the Group, as and when
necessary and mandated by the Listing Requirements; and
iv) Annual General Meetings.
The practice of disclosure of information is to adopt the best practices recommended in the MCCG with regard
to strengthening engagement and communication with shareholders, it is not only established just to comply
with the Listing requirements of Bursa Securities.
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The Company’s financial performance, major corporate developments and other relevant information are
promptly disseminated to shareholders and investors via announcements of its quarterly results, annual report,
corporate announcements to Bursa Securities and press conferences.
The Group also endeavour to provide additional disclosures of information on a voluntary basis, where necessary.
The management believes that consistently maintaining a high level of disclosure and extensive communication
is vital to shareholders and investors in making informed investment decisions.
In its efforts to promote effective communication, the Board recognises that timely and equal dissemination of
consistent and accurate information are provided to them through public announcements made throughout
the year to Bursa Securities. The shareholders and members of the public are also invited to access the Group’s
website for the latest information on the Group.
The quarterly financial results are announced via Bursa LINK after the Board’s approval. This is important in
ensuring equal and fair access to information by the investing public.
Shareholders and investors may also forward their queries to the Company via email to [email protected].
The Board has oversight that the General meetings are a crucial mechanism as it provides the Board an
important forum for shareholders communication. At each Annual General Meeting (“AGM”), the Board
encourages shareholders to participate in question-and-answer session in order to communicate their views
and seek clarifications.
As recommended by the MCCG, the notice of AGM will be despatched to shareholders at least twenty eight
(28) days before the AGM, to allow shareholders to have additional time to go through the Annual Report and
make the necessary attendance and voting arrangements. The notice of AGM, which sets out the business to
be transacted at the AGM, is also published in a major local newspaper. The Board will ensure that each item of
special business included in the notices of the AGM or extraordinary general meeting is accompanied by a full
explanation of the effects of any proposed resolution.
At the AGM, the Board will brief the shareholders on the progress and performance of the Group and the
shareholders are encouraged to participate in the questions and answers session there at, where they will be given
the opportunity to raise questions or seek more information during the AGM. The Executive Director, members
of the Board, Company Secretary, senior management and external auditors are present to address queries
during the meeting. Informal discussions between the Directors, senior management staff, the shareholders and
investors are always active before and after the general meetings.
The tentative dates of the AGM will be discussed and fixed by the Board in advance to ensure that each of the
Directors is able to make necessary arrangement to attend the planned AGM.
At the Fifteenth (15th) AGM of the Company held on 30 May 2022, all Directors were present to engage directly
with shareholders and be accountable for their stewardship of the Company.
Poll Voting
In line with Paragraph 8.29A of the MMLR, the Company will ensure that any resolution set out in the notice of
any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved
at any general meeting, is voted by poll. At the same time, the Company will appoint at least one (1) scrutineer
to validate the votes cast at the general meeting.
COMPLIANCE STATEMENT
Saved as disclosed above, the Board is of the view that the Group has complied with and shall remain committed
to attaining the highest possible standards through the continuous adoption of the principles and best practices
set out in MCCG and all other applicable laws, where applicable and appropriate.
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The Board of Directors (“the Board”) of HB Global Limited (“the Company”) is pleased to present the Audit
Committee Report for the financial year ended 31 December 2022.
Composition
The Audit Committee (“AC”) comprised solely of Independent Non-Executive Directors. The present members
of AC are as follows: -
Chairman
Yang Chin Shen - Independent Non-Executive Director
Members
Ho Pui Hold - Independent Non-Executive Director
Lew Seh Li - Independent Non-Executive Director
The Chairman of the AC, Mr Yang Chin Shen is a member of the Malaysian Institute of Accountants. The current
composition of the AC is in compliance with Paragraph 15.09 of the Main Market Listing Requirements (“Listing
Requirement”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and Malaysian Code on Corporate
Governance.
Terms of Reference
1. Membership
(ii) It shall comprise at least three (3) members who must be Non-Executive Directors, with a majority of them
being Independent Directors.
(iii) The Chairman of the AC shall be appointed by the AC amongst the members of the AC themselves and
shall be an Independent Director.
(iv) If the number of members is reduced to below three (3) as a result of resignation or death of a member, or
for any other reason(s), the Audit Committee shall, within three (3) months of that event, appoint amongst
such other directors, a new member to make up the minimum number required herein.
(b) if he/she is not a member of the MIA, he/she must have at least three (3) years working experience and
:-
• he/she must have passed the examinations specified in Part I of the 1st Schedule of the Accountants
Act 1967; or
• he/she must be a member of one of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act 1967.
(c) must possess such qualifications as may from time to time be prescribed by the Bursa Securities.
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2. Authority
The AC is authorised by the Board to investigate any activity within its Terms of Reference. The AC shall have
unlimited access to both the internal auditors and external auditors as well as all employees of the Group.
The AC shall also have the authority to obtain independent legal or other professional advice and to secure
attendance of outsiders with relevant experience and expertise if it considers this necessary.
(i) To review with the internal auditor their audit plans, the reports and the system of internal control.
(ii) To review the adequacy of scope, functions and resources of the internal audit functions and that it has
the necessary authority to carry out its work.
(iii) To review the internal audit programme, processes, the results of the internal audit programme, processes
or investigation undertaken and whether or not appropriate action is taken on the recommendations of
the internal audit function.
(iv) To review the assistance and cooperation given by the Company’s management to the external auditor
and internal auditor.
(v) To review the plans of the external auditor of the Company, and their reports arising from the audit.
(vi) To review the cost effectiveness, independence and objectivity of the external auditor.
(vii) To review the nature and extent of non-audit services provided by the external auditor.
(viii)To review the quarterly unaudited condensed financial statements and the year end financial statements
of the Group before submission to the Board, focusing particularly on:
(ix) To review any related party transaction and conflict of interest situation that may arise within the Group
including any transaction, procedure or course of conduct that raises questions of management
integrity.
(x) To review with the external auditor their audit report, management letter and Management’s response.
(xi) To recommend to the Board the appointment or reappointment of the external auditor and internal
auditor, audit fee, and where applicable, their resignation and dismissal.
(xii) To undertake such other responsibilities as may be agreed to by the Committee and the Board of
Directors.
4. Meetings
(i) The AC shall hold at least four (4) meetings a year and such additional meeting(s) as the Chairman of
the AC shall decide in order to fulfill its duties.
(ii) Apart from the members of the AC who will be present at the meetings, the AC may invite any member
of the Board of Directors, the Management, staff and representatives of the external auditor and internal
auditor to be present at the meeting of the AC.
(iii) A quorum shall consist of not less than two (2) members. The majority of members present must be
Independent Non-Executive Directors.
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(iv) Notices of not less than seven (7) working days shall be given for the calling of any meeting to members.
(v) Matters raised and tabled at all meetings shall be decided by a majority of votes of the members.
(vi) A resolution in writing, signed by majority of the AC members present in Malaysia for the time being
entitled to received notice of meeting of the AC, shall be as valid and effective as if it had been
deliberated and decided upon at a meeting of the AC.
(vii) Proceedings of all meetings held and resolutions passed as referred to in clause (vi) above shall be
recorded by the Company Secretary and kept at the Group’s registered office.
(viii) Every member of the Board shall have the right at any time to inspect the minutes of all meetings held
and resolutions passed by the AC and the reports submitted thereat.
(ix) The external auditors shall have the right to attend and be heard at any meeting and shall attend
before the AC when so required by the AC.
(x) Upon the request of the external auditors, the Chairman shall convene a meeting to consider any
matters that the external auditors recommend should be brought to the attention of the Directors or
shareholders of the Company.
(xi) Where necessary, the AC shall meet with the external auditors without the presence of the executive
board members of the Group.
A copy of the terms of reference of the AC can be viewed at the Company’s website at www.hbglob.com.
Attendance of Meetings
During the financial year ended 31 December 2022, the AC held 5 meetings. Details of the attendance of
committee members are as follow:
The meetings were structured through the use of agendas which were distributed to the AC with sufficient
notification. The meetings were of adequate length to allow the AC to accomplish its agenda with sufficient
time to discuss emerging issues.
The Company Secretary was present at all the meetings. Upon invitation, the executive Board members,
members of management as well as representatives of the external auditors and internal auditors also attended
specific AC meetings to facilitate direct communication and to provide clarifications on audit issues and the
operations of the Group.
The minutes of each AC meeting were recorded and tabled for confirmation at the next following AC meeting.
Summary of Activities
The main activities that were undertaken by the AC during the financial year ended 31 December 2022 include
the following:
i) Reviewed the quarterly unaudited financial of the Group and the Company including the announcements
pertaining thereto, before recommending to the Board for their approval and release of the Group’s results
to Bursa Securities;
ii) Reviewed with external auditors on their audit planning memorandum on the statutory audit of the Group
for the financial year ended 31 December 2022;
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iii) Reviewed the annual audited financial statements of the Group before recommending to the Board for
their approval and release of the Group’s results to Bursa Securities;
iv) Reviewed and discussed with the external auditors of their audit findings inclusive of system evaluation, audit
fees, issues raised, audit recommendations and management’s response to these recommendations;
v) Evaluated the performance of the external auditors for the financial year ended 31 December 2022 covering
areas such as calibre, quality processes, audit team, audit scope, audit communication, audit governance
and independence and considered and recommended the re-appointment of the external auditors;
vi) Reviewed and assessed the adequacy of the scope and functions of the internal audit plan;
vii) Reviewed the internal audit reports presented and considered the findings of internal audit through the
review of the internal audit reports tabled and management responses thereof;
ix) Reviewed the proposed fees for the external auditors and internal auditors in respect of their audit of the
Company and the Group;
x) Reviewed related party transactions and conflict of interest situation that may arise within the Company or
the Group;
xi) Reviewed the Company’s compliance with the Listing Requirements, applicable Approved Accounting
Standards and other relevant legal and regulatory requirements;
xii) Reviewed the AC Report and Statement on Risk Management and Internal Control before recommending
to the Board for approval and inclusion in the Annual Report; and
xiii) Report to the Board on its activities and significant findings and results.
The Company recognised the need to uphold independence of its external auditors and that no possible
conflict of interest whatsoever should arise. Currently, none of the members of the Board nor the AC of the
Company were former audit partners of the external auditors appointed by the Group. The Company will
observe a cooling-off period of at least three (3) years in the event any potential candidate to be appointed as
a member of the AC was an audit partner of the external auditors of the Group.
Collectively, the members of the AC have the relevant experience and expertise in finance and accounting,
and have carried out their duties in accordance with the Terms of Reference of the AC. The qualification and
experience of the individual AC members are disclosed in the Directors’ Profile in this Annual Report. During
the financial year ended 31 December 2022, the members of the AC had undertaken the relevant training
programmes to keep themselves abreast of the latest development in accounting and auditing standards,
statutory laws, regulations and best practices to enable them to effectively discharge their duties. The list of
trainings attended is disclosed in the Annual Report.
The Board is responsible for keeping proper accounting records, which disclose with reasonable accuracy at
any time the financial position of the Group, and for ensuring that the financial statements comply with the
Companies Act of Singapore, 1967 (“the Act”) and applicable approved accounting standards in Malaysia.
The Board is assisted by the AC in fulfilling the statutory and fiduciary responsibilities in the assessment and
evaluation of the Group’s management and financial reports of the performance of business, accounting
policies, risk and internal controls.
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The AC serves as an independent party in the review of the financial information presented by Management
before distribution to all shareholders and stakeholders. It ensures that the financial statements comply with
applicable accounting standards and also provide direction over the internal audit function and relationship
with the external auditors to ensure independence from Management.
The interim financial reports, annual audited financial statements and annual report of the Group for the financial
year ended 31 December 2022 are prepared in accordance with all applicable accounting policies.
The Group has outsourced its Internal Audit Function to an established external professional Internal Audit
firm, CAS Consulting Services Sdn. Bhd. (“Internal Auditor” or “CASC”). CASC is staffed by a total of four (4)
professionals and it is led by Mr. Jeremy Kong, the Executive Director of CASC. He is a fellow member of the
Association of Chartered Certified Accountants (“ACCA”), the ASEAN Chartered Professional Accountants
(“ASEAN CPA”), the Malaysian Institute of Accountants (“MIA”) and the Institute of Internal Auditors Malaysia
("IIAM"). He holds a practicing certificate issued by the MIA and ACCA and audit license issued by Ministry of
Finance in Malaysia. The Internal Audit firm appointed by the Company is independent of activities related to
business operations and performs its duties in accordance with standards set by relevant professional bodies,
namely Institute of Internal Auditors.
The Internal Auditor reports to the AC and assists the AC in reviewing the effectiveness of the internal control
systems whilst ensuring that there is an appropriate balance of controls and risks throughout the Group in
achieving its business objectives.
Internal audit provides independent assessment on the effectiveness and efficiency of internal controls utilising
a global audit methodology and tool to support the corporate governance framework and an efficient and
effective risk management framework to provide assurance to the AC.
The AC approves the internal audit plan during the first AC meeting of each financial year. Any subsequent
changes to the internal audit plan are approved by the AC. The scope of internal audit covers the audits of all
units and operations, including subsidiaries as stated in the letter of engagement.
The cost incurred for the Internal Audit function during the financial year is approximately RM9,000.
During the financial year 31 December 2022, the internal auditors review the Compliance to MACC Act 2009 &
MACC (Amendment) Act 2018 in discharge of its responsibilities.
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Introduction
Pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the
Board of Directors of HB Global Limited is pleased to report on its Statement on Risk Management and Internal
Control, which provides an overview of the nature and state of risk management and internal controls of Group
during the financial year under review and up to the date of approval of this statement by the Board. This
statement is guided by the latest Statement on Risk Management and Internal Control: Guidelines for Directors
of Listed Issuers.
Board Responsibility
The Board acknowledges its overall responsibility for the Group’s internal control and risk management systems
to safeguard shareholders’ investments and the Group’s assets and for reviewing the adequacy and integrity
of such systems. The Board ensures the effectiveness of such systems through regular quarterly reviews. These
responsibilities are delegated to the Audit Committee which is empowered by their terms of reference which
had been approved by the Board.
Due to inherent limitations in the systems of internal control and risk management, such systems can only manage
rather than eliminate all risks of failure to achieve business objectives, and as such, can only provide reasonable
but not absolute assurance against material misstatement or loss.
The Board through its Audit Committee has established an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group and this process includes enhancing the risk management
and internal control system as and when there are changes to the business environment and regulatory
requirements. The process is reviewed by the Board and the Audit Committee on a periodic basis.
Management assists the Board in the implementation of the Board’s policies and procedures on risk and control
by identifying and assessing the risks faced by the Group, and in the design and operation of suitable internal
controls to mitigate these risks identified.
The Board is of the view that the risk management and internal control system in place for the year under review
and up to the date of issuance of the annual report is adequate and effective to safeguard the shareholders’
investment, the interests of customers, regulators, employees and the Group’s assets.
KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The key features of the internal control systems which are operated with the assistance of the management are
described under the following headings:
The Board recognises the need for effective risk management and to maintain a sound system of internal
control. Risk management is an integral part of the Group’s business operations and this process goes through
a review process by the Board. Discussions have been conducted during the year involving different levels of
managements to identify and address risks faced by the Group. These risks were summarised and included
in the Group’s risk management report. The Group has an ongoing process for identifying, evaluating
and managing the significant risks faced by the Group throughout the financial year under review by the
management. This is to ensure that all high risks are adequately addressed at various levels within the Group.
The Board is committed in maintaining a sound internal control structure to govern the manner in which the
Group and its employees conduct themselves. The key elements of controls are:
(i) the responsibilities of the Board and the management are clearly defined in the organisational structure
to ensure the effective discharge of the roles and responsibilities of the parties in overseeing the conduct
of the Group’s business;
(ii) the formation of operational policies and procedures by the management with a view to establishing
group wide operational standards in order for all operating units to work cohesively towards achieving
the business objectives of the Group. For accounting systems and financial processes, efforts are being
taken to ensure consistency in the Group as a whole;
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(iii) frequent on-site visits to the operating units by senior management so as to acquire a first-hand view on
various operational matters and to address the issues accordingly;
(iv) the Board gathers and reviews key financial and operating statistics from time to time and constantly keeps
track and monitor the achievement of the Group’s performance; and
(v) the Audit Committee reviews on a quarterly basis of the quarterly unaudited financial results to monitor
the Group’s progress towards achieving the Group’s business objectives. Authority is given to the Audit
Committee members to investigate and report on any areas of improvement for the betterment of the
Group.
The Group’s Internal Audit Function assists the Board and Audit Committee by providing an independent
assessment of the adequacy and effectiveness of the Group’s internal control system.
The Group has outsourced its internal audit function to CAS Consulting Services Sdn. Bhd., an independent
professional internal audit firm. The Internal Auditors supports the Audit Committee, and by extension to the
Board by providing independent assurance on the effectiveness of the Group’s system of internal control.
The internal audit plan which reflects the identified risk was reviewed and approved by the Audit Committee.
All reports from the internal audit reviews, and corrective actions undertaken by Management were
presented to the Audit Committee. None of the weaknesses noted may resulted in any material losses,
contingencies or uncertainties that have any material impact to the financial statements of the Group.
In performing the internal audit review, the Internal Auditors refer to and are guided by The International
Professional Practices Framework (IPPF) that includes the Definition of Internal Auditing, the Code of Ethics
and the International Standards for the Professional Practice of Internal Auditing issued by the Institute of
Internal Auditors.
The external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the
Annual Report for the financial year ended 31 December 2022. Based on their review, the external auditors have
reported to the Board that nothing had come to their attention that causes them to believe that this Statement
on Risk Management and Internal Control is inconsistent with their understanding of the process adopted by the
Board in reviewing the adequacy and integrity of the system of internal controls and risk management, except
for some improvement points highlighted to the Board in regards to certain internal control deficiencies. The
Board has responded that the Company and the Group will improve on those internal controls.
Management’s Assurance
The Executive Directors, representing the management, have given reasonable assurance to the Board that
the Group’s risk management and internal control systems are adequate and effective, in all material aspects,
based on the risk management and internal controls adopted by the Group and similar assurance given by the
respective heads of operations.
Board Conclusion
For the financial year under review, there were no significant internal control deficiencies or material weaknesses
resulting in material losses or contingencies requiring disclosure in the Annual Report. The Board is of the view that
the existing Group’s system of risk management and internal control is adequate to safeguard shareholders’
investments and the Group’s assets. However, the Board is also cognisant of the fact that the Group’s system of
risk management and internal control practices must continuously evolve to meet the changing and challenging
business environment. Therefore, the Board will, when necessary, put in place appropriate action plans to further
enhance the Group’s system of internal control and risk management framework.
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The Company had on 22 January 2021 proposed to undertake a private placement of up to 93,600,000 new
ordinary shares, representing 20% of the issued shares in the Company (“Private Placement up to 20%”). A
total ordinary shares of 93,600,000 Placement Shares on the Main Market of Bursa Malaysia Securities Berhad
(“Bursa Securities”) on 26 March 2021, raising RM17,316,000 for the Company.
As at 31 December 2022, the proceeds has been fully utilised. The summary of the utilisation of proceeds
were as follows:-
RMB’000 RM’000
Balance @ 31.12.2022 - -
The Company had on 28 June 2022 proposed to undertake a private placement of up to 77,001,000 new
ordinary shares, representing 10% of the issued shares in the Company (“Private Placement up to 10%”).
7,700,000 Placement Shares has been issued on 23 December 2022 via the Private Placement up to 10%,
raising RM1,193,500 for the Company.
RMB’000 RM’000
During the financial year, the amount of audit and non-audit fees paid/payable to the external auditors by
the Company and the Group respectively for the financial year ended 31 December 2022 were as follows:
Company Group
(RMB’000) (RMB’000)
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3. MATERIAL CONTRACTS
During the financial year, there were no material contracts entered into by the Company and its subsidiary
involving Directors’ and major shareholders’ interests.
During the financial year, there were no material contracts relating to loans entered into by the Company
involving Directors and major shareholders.
Save for such disclosure made in note 30 to the audited consolidated financial statements in this Annual
Report, there were no material recurrent related party transactions of revenue nature during the financial
year ended 31 December 2022.
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DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The directors present their statement to the members together with the audited consolidated financial statements
of HB Global Limited (the “Company” and collectively with its subsidiaries, the “Group”) for the financial year
ended 31 December 2022 and the statement of financial position and statement of changes in equity of the
Company for the financial year ended 31 December 2022.
(a) the consolidated financial statements of the Group and the statement of financial position and statement
of changes in equity of the Company are drawn up so as to give a true and fair view of the financial position
of the Group and of the Company as at 31 December 2022, and the financial performance, changes in
equity and cash flows of the Group and the changes in equity of the Company for the year then ended;
and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they fall due. This is based on the following premises:
(i) the ready-to-serve food and frozen vegetables business of the Group is expected to generate sufficient
cash flows to meet operating costs and service interest payments on the bank loans;
(ii) the lender banks will be supportive of the Group continuing in operational existence; and
(iii) the Company’s substantial shareholder, who is also a director of the Company, will provide such financial
support as is necessary to enable the Group and the Company to fulfil their financial obligations as and
when they fall due.
Directors
The directors of the Company in office at the date of this statement are:
Neither at the end of nor at any time during the financial year did there subsist any arrangement whose object
was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.
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According to the register of directors’ shareholdings kept by the Company under Section 164 of the Singapore
Companies Act 1967, none of the directors holding office at the end of the financial year had any interests in
the shares or debentures of the Company or its related corporations, except as follows:
Share options
There were no share options granted during the financial year to subscribe for unissued shares of the Company.
There were no shares were issued during the financial year by virtue of the exercise of options to take up unissued
shares of the Company.
There were no unissued shares of the Company under option at the end of the financial year.
Audit committee
The members of the Audit Committee (“AC”) at the date of this statement are as follows:
The Audit Committee has carried out its function in accordance with Section 201B(5) of the Singapore Companies
Act, Bursa Malaysia Securities Berhad Main Market Listing Requirements (“MMLR”) and the Code of Corporate
Governance.
(i) To review audit plans of the internal and external auditors of the Company, and review the internal auditors’
evaluation of the adequacy of the Company’s system of internal accounting controls and the assistance
given by the Company’s management to the external and internal auditors;
(ii) To review quarterly and annual financial statements and the auditor’s report on the annual financial
statements of the Company before their submission to the Board;
(iii) To review the effectiveness of the Company’s material internal controls, including financial, operational and
compliance controls and risk management via reviews carried out by the internal auditors;
(iv) To meet with the external auditors, other committees, and management in separate executive sessions to
discuss any matters that these groups believe should be discussed privately with the AC;
(v) To review legal and regulatory matters that may have a material impact on the financial statements, related
compliance policies and programmes and any reports received from regulators;
(vi) To review the cost effectiveness and the independence and objectivity of the external auditors;
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(vii) To recommend to the Board the nomination of external auditors, approve the compensation of the
external auditors and review the scope and results of the audit;
(viii) To report actions and minutes of the AC to the Board with such recommendations as the AC considers
appropriate; and
The AC is authorised by the Board to investigate any activities within its Terms of Reference. The AC has unlimited
access to both internal auditors and external auditors as well as all employees of the Group. The AC also has the
authority to obtain independent legal or other professional advice and to secure attendance of outsiders with
relevant experience and expertise if it considers this necessary.
The AC has conducted a review of interested person transactions. The AC has held 4 meetings during the
financial year. The AC has also met with external auditors, without the presence of the Company’s management,
at least once a year.
Further details regarding the AC are disclosed in the Corporate Governance Statement and Audit Committee
Report in the Annual Report of the Company.
Independent auditor
The independent auditor, UHY Lee Seng Chan & Co, has expressed its willingness to accept re-appointment.
28 April 2023
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HB GLOBAL LIMITED
STATUTORY DECLARATION
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Pursuant to Paragraph 9.27 of the Main Market Listing Manual Requirements of Bursa Malaysia Securities Berhad:
I, Mr Keh Chuan Yee, being the director primarily responsible for the financial management of HB Global Limited,
do solemnly and sincerely declare that the accompanying consolidated financial statements of the Group and
the statement of financial position and statement of changes in equity of the Company, are in my opinion
correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declaration Act, 1960.
Before me
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HB GLOBAL LIMITED
Qualified Opinion
We have audited the financial statements of HB Global Limited (the Company) and its subsidiaries (collectively
the Group), which comprise the statements of financial position of the Group and of the Company as at 31
December 2022, the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows of the Group and statement of
changes in equity of the Company for the financial year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our
report, the accompanying consolidated financial statements of the Group and the statement of financial
position and statement of changes in equity of the Company are properly drawn up in accordance with the
provisions of the Companies Act 1967 (the Act) and Singapore Financial Reporting Standards (International)
[(SFRS(I)s)] which are simultaneously compliant with International Financial Reporting Standards (IFRSs) issued
by the International Accounting Standards Board (IASB) so as to give a true and fair view of the consolidated
financial position of the Group and the financial position of the Company as at 31 December 2022 and of the
consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group
and the changes in equity of the Company for the year ended on that date.
As stated in Note 8.3, the Court in Malaysia has issued an order to wind up the Group’s subsidiary, Forward
Resources and Construction Sdn. Bhd. (FRC) on 24 August 2022 following a petition filed by a creditor. As a
result, the Group has deconsolidated its investment in FRC from 25 August 2022 in the Group’s consolidated
financial statements. The Group recognised a loss of RMB5,118,000 incurred by the subsidiary for the period
from 1 January 2022 to 24 August 2022 in profit or loss prior to the deconsolidated and also recognised a gain
of RMB2,372,000 on deconsolidation. The component auditor of FRS has carried out an audit on the financial
statements of FRC for the period from 1 January 2022 to 24 August 2022 and issued a disclaimer of opinion on
the financial statements for the financial period ended 24 August 2022.
The Basis of Disclaimer of Opinion as described by the component auditor is reproduced as follows:
“As at 24 August 2022, the subsidiary, Forward Resources and Construction Sdn. Bhd. (FRC) was in the process
of liquidation and all the management personnels have resigned which resulted in unavailability of supporting
documents. Therefore, we were unable to obtain sufficient appropriate audit evidence and unable to perform
audit verification for the carrying amount of contract assets, other receivables, deposits and prepayment, cash
and cash equivalents, fixed deposits and other payables amounting to RM32,149,275 (approximately equivalents
to RMB50,853,000), RM3,125,850 (approximately equivalents to RMB4,944,000), RM330,999 (approximately
equivalents to RMB524,000), RM812,643 (approximately equivalents to RMB1,285,000) and RM2,178,400
(approximately equivalents to RMB3,446,000) respectively. Moreover, we were also unable to verify the staff
costs transactions amounting to RM1,835,771 (approximately equivalents to RMB2,904,000). As a result of these
matters, we were unable to determine whether any adjustments might have been found necessary in respect
of recorded or unrecorded in contract assets, other receivables, deposits and prepayment, cash and cash
equivalents, fixed deposits, other payables and the elements making up the statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of cash flow.”
In view of the matters described in the basis for disclaimer of opinion on the financial statements of FRS for the
period for 1 January 2022 to 24 August 2022, we were unable to determine whether adjustment, if any, might
have been necessary in respect of the loss of RMB5,118,000 incurred by FRC and the gain of RMB2,372,000 on
deconsolidation recognised in profit or loss for the Group for the financial year ended 31 December 2022.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group in accordance with the Accounting and
Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and
Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the
financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our qualified opinion.
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Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.
As at 31 December 2022, property, plant and Our audit procedures focused on evaluating the
equipment and land use rights with carrying amounts appropriateness and adequacy of the impairment
of RMB95,352,000 and RMB39,326,000 constituted assessment for property, plant and equipment and
approximately 72.3% and 14.5% of the total assets of land use rights. These procedures included:
the Group respectively.
During the current financial year, the Group carried • Obtaining an understanding of the impairment
out a review of the recoverable amounts of its review done by management;
property, plant and equipment and land use rights
due to possible indicators for impairment. • Comparing actual property, plant and equipment
replacement costs to previous costs and the fair
The valuation process and impairment review involves value of the land use rights to market data and
significant judgement in determining the appropriate assessing the quantum of available headroom;
valuation methods to be used, and in estimating the and
key underlying assumptions to be applied.
• Challenging the key assumptions used by
These critical judgement and significant estimation management in the valuation process and
are disclosed in Note 3.2 to the financial statements. impairment review;
Other information
Management is responsible for the other information. The other information comprises all the sections of the
Annual Report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements 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 statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements 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.
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Act and SFRS(I)s which are simultaneously compliant with IFRSs issued
by the IASB, and for devising and maintaining a system of internal accounting controls sufficient to provide
a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the preparation of true
and fair financial statements and to maintain accountability of assets.
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In preparing the financial statements, management is responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 ISAs 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 these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
(d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The supplementary information set out in Note 35 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad and is not part of the financial statements. The directors are responsible for the preparation of the
supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised
and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing
Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa
Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in
accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
In our opinion, the accounting and other records required by the Act to be kept by the Company have been
properly kept in accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Tang Boon Sun.
Singapore
28 April 2023
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Group Company
Note 2022 2021 2020 2022 2021 2020
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Restated) (Restated)
ASSETS
Current assets
Cash and bank balances 4 2,231 10,887 182 1,709 2,954 8
Contract assets 21(b) - 38,945 - - - -
Trade and other receivables 5 22,287 51,521 48,242 9 7 8
Amount due from subsidiaries - - - - - -
Prepayments 6 34 85,969 77,340 - - -
Inventories 7 11,078 7,847 9,823 - - -
Income tax recoverable - 495 - - - -
Non-current assets
Investments in subsidiaries 8 - - - 79,537 172,915 172,800
Investment properties 9 - 3,873 - - - -
Intangible assets 10 39,326 83,241 74,596 - - -
Property, plant and equipment 11 195,352 210,699 209,766 45 54 -
LIABILITIES
Current liabilities
Trade and other payables 12 14,166 36,487 19,342 6,668 7,357 9,971
Amounts due to a shareholder
of the Company 13 - - 3,276 - - 3,276
Amounts due to directors 14 2,406 9,004 32,790 205 786 30,589
Bank borrowings 15 48,491 71,537 68,561 - - -
Lease liabilities 16 - 664 - - - -
Non-current liabilities
Bank borrowings 15 - 6,346 - - - -
Lease liabilities 16 - 1,548 - - - -
- 7,894 - - - -
EQUITY
Share capital 17 259,349 257,463 146,161 259,349 257,463 146,161
Capital reserve 18 (17,106) (17,106) (16,844) - - -
Currency translation 19 (741) (375) - (549) (370) -
Statutory reserve 20 76,090 76,090 76,090 - - -
Retained earnings /
(Accumulated losses) (112,250) 53,288 90,573 (184,373) (89,306) (17,181)
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HB GLOBAL LIMITED
(167,698) (38,490)
(171,000) (38,865)
59
Group
Attributable
60
Currency to owners Non-
Share Capital translation Statutory Retained of the controlling Total
capital reserve reserve reserve earnings Company interests equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
HB GLOBAL LIMITED
ANNUAL REPORT 2022
Balance at 1 January 2022 (Restated) 257,463 (17,106) (375) 76,090 53,288 369,360 (1,469) 367,891
Loss for the year - - - - (165,538) (165,538) (2,160) (167,698)
Other comprehensive loss
Currency translation differences
arising from consolidation - - (3,298) - - (3,298) (4) (3,302)
Total comprehensive
loss for the year - - (3,298) - - (168,836) (2,164) (171,000)
Issue private placement
of new ordinary shares 1,886 - - - - 1,886 - 1,886
Effect of deconsolidation of a subsidiary - - 2,932 - - - 3,536 6,468
Balance at 31 December 2022 259,349 (17,106) (741) 76,090 (112,250) 205,342 (97) 205,245
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Balance at 1 January 2021 (Restated) 146,161 (16,844) - 76,090 90,573 295,980 - 295,980
Balance at 31 December 2021 (Restated) 257,463 (17,106) (375) 76,090 53,288 369,360 (1,469) 367,891
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Company
Currency
Share translation Accumulated Total
capital reserve losses Equity
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2021 146,161 - (17,181) 128,980
Loss for the year - - (72,125) (72,125)
Other comprehensive loss
Currency translation differences arising
from consolidation - (370) - (370)
Total comprehensive loss for the year - (370) (72,125) (72,495)
Issue private placement of
new ordinary shares 111,302 - - 111,302
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HB GLOBAL LIMITED
1. General
The Company is incorporated and domiciled in the Republic of Singapore with its registered office
located at 80 Robinson Road, #17-02, Singapore 068898. The address of the principal place of business
of the Group is Weifang Road, Juxian Industry Garden, Ju County, Rizhao City, Shandong Province,
People’s Republic of China (“PRC”).
The Company has another registered office at Level 5, Block B, Dataran PHB, Saujana Resort Section
U2, 40150, Shah Alam, Selangor, Malaysia. The Company is listed on the Main Market of Bursa Malaysia
Securities Berhad (“Bursa Securities”).
The principal activities of the Company are those relating to investment holding. The principal activities
of the subsidiaries are described in Note 8 to the financial statements. There have been no significant
changes in the nature of these activities during the financial year.
The financial statements for the financial year ended 31 December 2022 were authorised for issue by the
Board of Directors on 28 April 2023.
As at 31 December 2022, the Group’s current liabilities include bank loans of RMB48,491,000 (2021:
RMB51,002,000) which are contractually due for repayment within 12 months from the end of the reporting
period. Should the Group not be able to rollover its existing bank loans or alternative refinancing of
the bank loans be unsuccessful, the Group and the Company may not have sufficient cash to fulfil
obligations at the relevant repayment dates. This may impede continuation of the Group’s current
business operation.
Notwithstanding these conditions, the financial statements have been prepared on a going concern
basis based on the following premises:
• The business of the Group is expected to generate sufficient cash flows to meet operating costs and
service interest payments on the bank loans;
• RMB19,300,000 (2021: RMB19,300,000) out of total bank loans are currently negotiating for waiver
by local government with lender banks. Remaining loans will expect to be rollovered by the lender
banks for the Group; and
• The Company’s substantial shareholder will provide such financial support as is necessary to enable
the Group and the Company to fulfil their financial obligations as and when they fall due.
If the Group and the Company are unable to continue in operational existence for the foreseeable
future, the Group and the Company may be unable to discharge their liabilities in the normal course
of business and adjustments may have to be made to reflect the situation that assets may need to be
realised other than in the normal course of business and at amounts which could differ significantly from
the amounts at which they are currently recorded in the statements of financial position. In addition, the
Group and the Company may have to reclassify non-current assets and liabilities as current assets and
liabilities. No such adjustments have been made to these financial statements.
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The financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (International) [“SFRS(I)s”] which are simultaneously compliant with International Financial
Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”).
The financial statements have been prepared on the historical cost basis except as disclosed in the
accounting policies below.
The Group’s principal operations are conducted in the People’s Republic of China (“PRC”) and hence
the financial statements are presented in renminbi (“RMB”), which is the functional currency of the
Company. All financial information presented in RMB is rounded to the nearest thousand (“RMB’000”),
unless otherwise stated.
The preparation of financial statements in conformity with SFRS(I) requires management to exercise
its judgement in the process of applying the Group’s accounting policies. It also requires the use of
accounting estimates and assumptions. Although these estimates are based on management’s best
knowledge of current events and actions, actual results may ultimately differ from those estimates.
The areas where estimates and assumptions are significant or critical to the financial statements are
disclosed in Note 3 to the financial statements.
On 1 January 2022, the Group adopted the new or amended SFRS(I) and Interpretations of SFRS(I) (“INT
SFRS(I)”) that are mandatory for application for the financial year. Changes to the Group’s accounting
policies have been made as required, in accordance with the transitional provisions in the respective
SFRS(I) and INT SFRS(I).
The adoption of these new or amended SFRS(I) and INT SFRS(I) did not result in substantial changes to
the Group’s accounting policies and had no material effect on the amounts reported for the current or
prior financial years.
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in
the preparation of the consolidated financial statements are prepared for the same reporting date
as the Company. Consistent accounting policies are applied to like transactions and events in similar
circumstances. Detailed information on the subsidiaries is disclosed in Note 8 to the financial statements.
The Group was formed as a result of a restructuring exercise undertaken on 25 September 2009 for the
purpose of the Group’s listing on the main market of Bursa Securities. The acquisition of 100% equity in the
subsidiary, namely Shandong Hengbao Foodstuffs Co., Ltd. pursuant to the restructuring exercise under
common control has been accounted for using the pooling-of-interest method. Under the pooling-of-
interest method, the consolidated financial statements of the Group have been presented as if the
Group structure had existed immediately after the restructuring has been in existence since the earliest
financial year presented. The assets and liabilities were brought into the consolidated statement of
financial position at their existing carrying amounts.
All intragroup balances, income and expenses and unrealised gains and losses resulting from intra-group
transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit
balance.
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Business combinations are accounted for by applying the acquisition method. Identifiable assets
acquired and liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the
costs are incurred and the services are received. Any contingent consideration to be transferred by the
acquirer will be recognised at fair value at the acquisition date.
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to
owners of the Group. They are shown separately in the statements of financial position, consolidated
statement of comprehensive income and statements of changes in equity. Total comprehensive
income is attributed to the non-controlling interest based on their respective interests in a subsidiary,
even if the subsidiary incurred losses and the losses allocated exceed the non-controlling interest in the
subsidiary’s equity.
Consolidation of the subsidiaries in the PRC is based on the subsidiaries’ financial statements prepared
in accordance with SFRS(I). Profits reflected in the financial statements prepared in accordance with
SFRS(I) may differ from those reflected in the PRC statutory financial statements of the subsidiaries,
prepared for PRC reporting purposes. In accordance with the relevant laws and regulations, profits
available for distribution by the PRC subsidiaries are based on the amounts stated in the PRC statutory
financial statements respectively.
2.4 Subsidiaries
A subsidiary is an investee controlled by the Company and its subsidiaries. The Company controls an
investee when it is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost
less impairment losses.
Investment properties are properties which are owned or held under a leasehold interest to earn rental
income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in
the production or supply of goods or services or for administrative purposes.
Investment properties are measured at cost less accumulated depreciation and accumulated
impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the
investment property. The cost of self-constructed investment property includes the cost of materials
and direct labour, any other costs directly attributable to bringing the investment property to a working
condition for their intended use and capitalised borrowing costs.
Depreciation of the leasehold land, leasehold buildings and freehold buildings are charged to the profit
or loss in a straight-line basis over the estimated useful lives of 50 years.
An investment property is derecognised on its disposal, or when it is permanently withdrawn from use
and no future economic benefits are expected from its disposal. The difference between the net
disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item
is derecognised.
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All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition,
property, plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses. The cost of property, plant and equipment includes its purchase price
and any costs directly attributable to bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended by management. Dismantlement, removal or
restoration costs are included as part of the cost of property, plant and equipment if the obligation for
dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property,
plant and equipment.
Depreciation of property, plant and equipment is calculated using the straight-line method to allocate
their depreciable amounts over their estimated useful lives. The estimated useful lives are as follows:
Useful lives
Leasehold buildings and infrastructure 25 years
Freehold buildings 50 years
Plant and machinery 3-10 years
Furniture, fittings and equipment 5 -10 years
Motor vehicles 5 years
Other facilities 10 – 15 years
Renovation 3 years
Construction-in-progress, which represents factory premises and buildings under construction, is stated at
cost less any impairment losses. Cost comprises direct costs incurred during the periods of construction,
installation and testing. Capitalisation of these costs ceases and construction-in-progress is transferred
to the appropriate class of property, plant and equipment when substantially all the activities necessary
to prepare the assets for their intended use are completed and the assets are available for use.
Fully depreciated property, plant and equipment are retained in the financial statements until they are
no longer in use.
The residual values, useful lives and depreciation methods of property, plant and equipment are
reviewed, and adjusted prospectively, if appropriate, at the end of each reporting period to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of property,
plant and equipment.
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included
in profit or loss in the financial year the asset is derecognised.
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(a) Goodwill
Goodwill on acquisitions of subsidiaries and businesses represents the excess of (i) the sum of the
consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of
the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as intangible
assets and carried at cost less accumulated impairment losses.
Goodwill on acquisitions of joint ventures and associates represents the excess of the cost of the
acquisition over the Group’s share of the fair value of the identifiable net assets acquired. Goodwill
on associates and joint ventures is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiaries, joint ventures and associates include the carrying
amount of goodwill relating to the entity sold.
Right-of-use assets are initially measured at cost. Following initial recognition, right-of-use assets are
measured at cost less accumulated amortisation and impairment losses, if any. The right-of-use
assets are amortised on straight-line basis, over the land lease term of 38 to 50 years.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired.
If any indication exists, (or, where applicable, when an annual impairment testing for an asset is required),
the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs
of disposal and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or group of assets. Where
the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognised. If
that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase
cannot exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised previously. Such reversal is recognised in profit or loss.
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held
at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation
of the original effective interest rate. The expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default
events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is
recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of
the default (a lifetime ECL).
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For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the
Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix that is based on its historical
credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment which could affect the debtors’ ability to pay.
The Group considers a financial asset in default when contractual payments are 60 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal
or external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Group. A financial
asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
For cash and cash equivalents and other receivables, credit loss allowance is based on 12-month
expected credit loss if there is no significant increase in credit risk since initial recognition of the assets.
If there is a significant increase in credit risk since initial recognition, lifetime expected credit loss will be
calculated and recognised.
Financial assets are recognised when, and only when the entity becomes party to the contractual
provisions of the instruments.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVPL are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects
to be entitled in exchange for transferring promised goods or services to a customer, excluding
amounts collected on behalf of third party, if the trade receivables do not contain a significant
financing component at initial recognition.
Subsequent measurement
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the contractual cash flow characteristics of the asset. The three
measurement categories for classification of debt instruments are amortised cost, FVOCI and
FVPL. The Group only has debt instruments at amortised cost.
Financial assets that are held for the collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial
assets are measured at amortised cost using the effective interest method, less impairment. Gains
and losses are recognised in profit or loss when the assets are derecognised or impaired, and
through the amortisation process.
On initial recognition of an investment in equity instrument that is not held for trading, the Company
may irrevocably elect to present subsequent changes in fair value in other comprehensive income
which will not be reclassified subsequently to profit or loss. Dividends from such investments are
to be recognised in profit or loss when the Company’s right to receive payments is established.
For investments in equity instruments which the Company has not elected to present subsequent
changes in fair value in other comprehensive income, changes in fair value are recognised in profit
or loss.
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Derecognition
A financial asset is derecognised where the contractual right to receive cash flows from the asset
has expired. On derecognition of a financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any cumulative gain or loss that
had been recognised in other comprehensive income for debt instruments is recognised in profit
or loss.
Financial liabilities are recognised when and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of its
financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not
at FVPL, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured
at amortised cost using the effective interest method. Gains and losses are recognised in profit or
loss when the liabilities are derecognised, and through the amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. On derecognition, the difference between the carrying amounts and the
consideration paid is recognised in profit or loss.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when
there is a legally enforceable right to offset and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously.
2.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Costs incurred in bringing the
inventories to their present location and condition are accounted for as follows:
- Finished goods and work-in-progress: costs of raw materials and labour and a proportion of
manufacturing overheads based on normal operating capacity. These costs are assigned on a
weighted average cost basis and exclude borrowing costs.
Where necessary, allowance is provided for damaged, obsolete and slow-moving items to adjust the
carrying value of inventories to the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and estimated costs necessary to make the sale.
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Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or
production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to
prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs
are incurred. Borrowing costs are capitalised until the assets are ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing
of funds.
2.13 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
(a) As lessee
The Group applies a single recognition and measurement approach for all leases, except for
short-term leases and leases of low-value assets. The Group recognises lease liabilities representing
the obligations to make lease payments and right-of-use assets representing the right to use the
underlying leased assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the The
Group recognises right-of-use assets at the commencement date of the lease (i.e. the date
the underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful
life of the asset. The right-of-use assets are also subject to impairment. The accounting policy for
impairment is disclosed in Note 2.8.
The Group’s right-of-use assets are presented within property, plant and equipment (Note 11).
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include
fixed payments (including in-substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be
paid under residual value guarantees. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and payments of penalties
for terminating the lease, if the lease term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses
(unless they are incurred to produce inventories) in the period in which the event or condition that
triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date because the interest rate implicit in the lease is not
readily determinable. After the commencement date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments (e.g. changes to future payments resulting from a change
in an index or rate used to determine such lease payments) or a change in the assessment of an
option to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of assets
(i.e. those leases that have a lease term of 12 months or less from the commencement date
and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of assets that are considered to be low value. Lease payments on short-term
leases and leases of low value assets are recognised as expense on a straight-line basis over the
lease term.
(b) As lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to
ownership of an asset are classified as operating leases. Rental income arising from operating
leases is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in
negotiating and arranging an operating lease are added to the carrying amount of the leased
asset and recognised over the lease term on the same basis as rental income. Contingent rents
are recognised as revenue in the period in which they are earned.
Items included in the financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“the functional currency”). The
consolidated financial statements of the Group are presented in renminbi.
Transactions in a currency other than the functional currency (“foreign currency”) are translated into
the functional currency using the exchange rates prevailing at the dates of transactions. Currency
translation of monetary assets and liabilities denominated in foreign currencies at the closing exchange
rates at the end of the reporting period are recognised in profit or loss, except for currency translation
differences on the net investment in foreign operations, borrowings in foreign currencies and other
currency instruments designed and qualifying as net investment hedges for foreign operations, which
are included in other comprehensive income and accumulated in the foreign currency translation
reserve within equity.
When a foreign operation is disposed of or any borrowings forming part of the net investment of the
foreign operation are acquired, a proportionate share of the accumulated translation differences is
reclassified to profit or loss, as part of the gain or loss on disposal.
Non-monetary items that are measured at fair value in foreign currencies are translated using the
exchange rates at the date when the fair values are determined. Currency translation differences on
non-monetary items whereby gains or losses are recognised in other comprehensive income, such as
equity investments classified at fair value through other comprehensive income financial assets are
included in the fair value reserve.
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The results and financial position of Group entities that are in functional currencies different from the
presentation currency are translated into the presentation currency as follows:
(i) Assets and liabilities are translated at the closing exchange rates at the reporting date;
(iii) All resulting currency exchange differences are recognised in other comprehensive income and
accumulated in currency translation reserve within equity. These currency translation differences
are reclassified to profit or loss on disposal or partial disposal of the entity giving rise to such reserve.
Revenue is measured based on the consideration to which the Group expects to be entitled in
exchange for transferring promised goods or services to a customer, excluding amounts collected on
behalf of third parties.
Revenue is recognised when the Group satisfies a performance obligation (“PO”) by transferring a
promised good or service to the customer, which is when the customer obtains control of the good or
service. A PO may be satisfied at a point in time or over time. The amount of revenue recognised is
the amount allocated to the satisfied performance obligation.
Sale of goods - Ready-to-serve food and frozen vegetables
The Group sold its ready-to-serve food and frozen vegetables to its distributors. Contract is identified with
customers with reference to the sales contract signed by both parties. Upon receipt of acknowledged
delivery orders from customers, the person in charge of invoicing customers will generate sales invoice
with reference to the per price list stipulated in the sales contract and delivery order documents for
items sold.
Revenue from goods sold in the ordinary course of business is recognised when the Group satisfies a PO
by transferring control of a promised good to the customer. Revenue recognised is the amount of the
transaction price allocated to the satisfied PO.
The transaction price is allocated to each PO on the basis of the relative stand-alone selling prices of
the promised good excludes sales taxes. Trade discounts or variable considerations are allocated to
one or more, but not all, of the POs if they relate specifically to those POs.
Transaction price is the amount of consideration in the contract to which the Group expects to
be entitled to in exchange for transferring the promised goods. The transaction price may be fixed
or variable and is adjusted for time value of money if the contract includes a significant financing
component. When consideration is variable, the estimate amount is included in the transaction price
to the extent that it is highly probable that a significant reversal of the cumulative revenue will not
occur when the uncertainty associated with the variable consideration is resolved.
No revenue is recognised if there are significant uncertainties regarding recovery of the consideration
due.
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Revenue from construction contracts
Construction contracts are entered into before construction of the communication equipment begins.
Under the terms of the contracts, the Group is contractually restricted from redirecting the equipment
to another customer. Revenue from construction contract is therefore recognised over time on based
on the stage of completion of the contract as certified by independent assessor.
Management considers that this output method is an appropriate measure of the progress towards
complete satisfaction of these performance obligations under SFRS(I) 15.
The Group becomes entitled to invoice customers for construction of communication equipment based
on achieving a series of performance-related milestones. When a particular milestone is reached, the
customer is sent a relevant statement of work signed by a third party assessor and an invoice for the
related milestone payment.
For construction contracts, the period between the recognition of revenue under the output method
and the milestone payment is always less than one year. The Group has elected to apply the practical
expedient not to adjust the transaction price for the existence of significant financing component
when the period between the transfer of control of good or service to a customer and the payment
date is one year or less.
A contract asset is recognised when the Group has performed under the contract but has not yet billed
the customer. Conversely, a contract liability is recognised when the Group has not yet performed
under the contract but has received advanced payments from the customer. Contract assets are
transferred to receivables when the rights to consideration become unconditional. Contract liabilities
are recognised as revenue as the Group performs under the contract.
Rental income
Rental income arising from operating lease is accounted for on a straight-line basis over the lease term.
Lease incentives granted are recognised an integral part of the total rental income over the term of
the lease.
Interest income
2.16 Taxes
Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authority. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted at the
reporting date.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to
items recognised outside profit or loss, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
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Deferred tax is provided using the liability method on temporary differences at the end of the
reporting date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set
off current income tax assets against current income tax liabilities and the deferred taxes relate
to the same taxable entity and the same taxation authority.
Revenues, expenses and assets are recognised net of the amount of VAT, except:
• Where the VAT incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
• Receivables and payables that are stated with the amount of VAT included.
The net amount of VAT recoverable from, or payable to, the taxation authority is included as part
of the receivables or payables in the statements of financial position.
2.17 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
Cash and cash equivalents comprise cash on hand and bank balances that are readily convertible to
known amount of cash and which are subject to an insignificant risk of changes in value.
Employee entitlements to annual leave are recognised as a liability when they accrue to employees.
The estimated liability for annual leave is recognised for services rendered by employees up to the end
of the reporting period.
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Pension obligations
The Group participate in the defined contribution national pension and other welfare schemes as
provided by the laws of the countries in which it has operations.
Contributions to defined contribution plans are recognised in the same financial year as the employment
that gives rise to the contributions.
Pursuant to the relevant regulations of the PRC government, a subsidiary of the Group in the PRC
participates in a local municipal government retirement benefits scheme (the “Scheme”), whereby
the subsidiary is required to contribute a certain percentage of the basic salaries of its employees to
the Scheme to fund their retirement benefits. The local municipal government undertakes to assume
the retirement benefits obligations of all existing and future retired employees of the subsidiary.
The only obligation of the subsidiary with respect to the Scheme is to pay the ongoing required
contributions under the Scheme mentioned above. Contributions under the Scheme are charged to
profit or loss as incurred.
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs
directly attributable to the issuance of ordinary shares are deducted against share capital.
Government grants are recognised as a receivable when there is reasonable assurance that the grant
will be received and all attached conditions will be complied with.
When the grant relates to an expense item, it is recognised as income on a systematic basis over
the periods that the related costs, for which it is intended to compensate, are expensed. When the
grant relates to an asset, the fair value is recognised as deferred income on the statement of financial
position and is recognised as income in equal amounts over the expected useful life of the related
asset.
When loans or similar assistance are provided by governments or related institutions with an interest
rate below the current applicable market rate, the effect of this favourable interest is regarded as
additional government grant.
The Group has issued corporate guarantees to banks for bank borrowings granted to third parties. These
guarantees are financial guarantees as they require the Group to reimburse the banks if the entities
fail to make principal or interest payments when due in accordance with the terms of their respective
borrowings.
Financial guarantee contracts are initially measured at fair value plus transaction costs and subsequently
measured at the higher of:
(a) premium received on initial recognition less amortisation over the period of the third parties’
borrowings; and
(b) at the expected amount payable to the banks in the event it is probable that the Group will
reimburse the banks for an amount higher than the unamortised amount in (a).
An operating segment is a distinguishable component of the Group that engages in business activities
from which it may earn revenue and incur expenses (including revenue and expenses relating to
transactions with other components of the same entity), whose operating results are regularly reviewed
by the entity’s chief operating decision maker to make decisions about resources to be allocated to
the segment and assess its performance, and for which discrete financial information is available.
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In the application of the Group’s accounting policies, which are described in Note 2 to the financial
statements, the directors are required to make judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
In the process of applying the Group’s accounting policies which are described in Note 2 above,
management had made the following judgements, apart from those involving estimates, which have
the most significant effect on the amounts recognised in the financial statements:
Environmental remediation
The Group has not incurred any expenditure for environmental remediation and is currently not involved
in any environmental remediation, and has not accrued any amounts for environmental remediation
relating to its operations. Under existing legislation, management believes that there are no probable
liabilities that will have a material adverse effect on the financial position or operating results of the Group.
However, the PRC government may move further towards more rigorous enforcement of applicable
laws, and the adoption of more stringent environmental standards. The outcome of environmental
liabilities under proposed or future environmental legislation cannot be reasonably estimated at present
and hence not provided for in the financial statements.
The Group determines whether a property qualifies as an investment property and has developed a
criteria in making that judgement. Investment property is a property held to earn rentals or for capital
appreciation or both. Therefore, the Group considers whether a property generates cash flows largely
independent of the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another
portion that is held for use in the production or supply of goods or services, the Group accounts for
the portions separately. If the portions could not be sold separately, the property is an investment
property only if an insignificant portion is held for use in the production or supply of goods or services or
for administrative purposes. Judgement is made on an individual property basis to determine whether
ancillary services are so significant that a property does not qualify as investment property.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end
of the reporting period that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below:
(a) Provision for expected credit losses (“ECLs”) of trade receivables and contract assets
The Group uses a provision matrix to calculate expected credit losses (“ECLs”) for trade receivables
and contract assets. The provision rates are based on days past due for groupings of various
customer segments that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust historical credit loss experience with forward-looking information.
At every reporting date, historical default rates are updated and changes in the forward-looking
estimates are analysed.
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(a) Provision for expected credit losses (“ECLs”) of trade receivables and contract assets (continued)
The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Group’s historical credit loss experience
and forecast of economic conditions may also not be representative of customer’s actual default
in the future. The information about the ECLs on the Group’s trade receivables and contract assets
are disclosed in Note 32.2.
The carrying amount of the Group’s trade receivables and contract assets as at 31 December 2022
are RMB21,246,000 and Nil (2021: RMB45,998,000 and RMB38,945,000; 2020: RMB47,234,000 and Nil)
respectively.
The Group assesses whether there are any indicators of impairment for property, plant and
equipment, investment properties, intangible assets and advance payments of right-of-use assets in
accordance with the accounting policy in Note 2.
As disclosed in Note 11 to the financial statements, the Group conducted a review of the recoverable
amount of its property, plant and equipment.
The Group’s management performed a valuation of property, plant and equipment, investment
properties, intangible assets (which comprise goodwill and right-of-use assets) and advance
payments of right-of-use assets to determine their fair values. Management adopted the
replacement cost method to value these property, plant and equipment. The valuation which
involves significant estimation is based on the estimates of the gross replacement costs of the
property, plant and equipment, from which appropriate deductions may then be made to allow for
the age, condition, economic and functional obsolescence and environmental factors. The review
led to the recognition of a reversal of impairment loss of RMB7,187,000 (2021: RMB8,619,000) and an
impairment loss of RMB2,917,000 (2021: RMB4,503,000) being made in profit or loss.
For advance payments of right-of-use assets and right-of-use assets, management had adopted
the market approach technique to value these non-financial assets as disclosed in Notes 6 and
10(b) to the financial statements. The values of right-of-use assets are derived by analysing prices
of similar right-of-use assets transacted recently and making adjustments based on differences in
land sizes and useful lives of these right-of-use assets. The review led to a reversal of impairment
loss of Nil (2021: RMB8,333,000) for advance payments of right-of-use assets, an impairment loss of
RMB224,000 (2021: Nil) and a reversal of impairment loss of Nil (2021: RMB10,466,000) for right-of-use
assets required to be made.
In 2021, The Group has recognised an impairment charge on its goodwill of RMB83,327,000 during
the financial year which resulted in the carrying amount of goodwill as at 31 December 2021 to
reduce to zero, as disclosed in Note 10(a).
In performing the impairment assessment of the carrying amount of goodwill, as disclosed in Note
10(a), the recoverable amounts of the cash-generating units (“CGUs”) in which goodwill has been
attributable to are determined by using value-in-use (“VIU”) calculations.
Significant judgements are used to estimate the gross margin, weighted average growth rates and
pre-tax discount rates applied in computing the recoverable amounts of different CGUs. In making
these estimates, management has relied on past performance and its expectations of market
developments in Malaysia. Specific estimates are disclosed in Note 10(a).
The carrying amounts of advance payments of right-of-use assets, intangible assets and property,
plant and equipment are disclosed in Notes 6, 10 and 11 to the financial statements.
78
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Investments in subsidiaries are stated at cost less impairment losses in the Company’s statement
of financial position. The Company follow the guidance of SFRS(I) 1-36 - Impairment of Assets to
determine when the investments in subsidiaries are impaired. This determination requires significant
judgement. In making this judgement, the Group and the Company evaluate, among other factors,
the market conditions and financial performance of these entities, the duration and extent to which
the costs of investments in the entities exceed their net tangible assets and fair value less cost to sell.
The carrying amount of the Company’s investments in subsidiaries is disclosed in Note 8 to the
financial statements.
The Group has exposure to income tax in the PRC. Significant judgement is involved in determining
the provision for income taxes. There are certain transactions and computations for which the
ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially recognised,
such differences will impact the income tax and deferred tax provisions in the year in which such
determination is made. The Group’s income tax expense is disclosed in Note 26 to the financial
statements.
The PRC subsidiaries make tax submissions to the local tax authorities in accordance with interpretations
and local practices. Management has assessed and concluded that all tax submissions to local tax
authorities had since been finalised and hence are appropriate. Accordingly, management is of
the view that there are no further tax and related liabilities as at the end of the reporting period.
As at 31 December 2022, the Group did not recognise deferred tax assets in relation to unutilised tax
losses due to uncertainty over the availability of future taxable profit against which the Group can
utilise such benefit.
Investment properties are depreciated on a straight-line basis over their remaining lease term as
disclosed in Note 2.5 to the financial statements. The carrying amount of the Group’s investment
properties is disclosed in Note 9 to the financial statements. Should the lease term of the investment
properties be extended, future depreciation charge will need to be revised accordingly.
Management estimates the useful lives of property, plant and equipment to be within 3 to 50 years.
These are common life expectancies applied in the relevant industry. Changes in the expected level
of usage and technological development could impact the economic useful lives and the residual
values of these assets. Hence, future depreciation charges could be revised. The carrying amount
of the Group’s property, plant and equipment is disclosed in Note 11 to the financial statements.
Allowance for inventory is estimated based on the best available facts and circumstances at the
end of each reporting period, including but not limited to, the inventories’ own physical conditions,
their expected market selling prices, estimated costs of completion and estimated costs to be
incurred for their sales. The allowance is re-evaluated and adjusted as additional information
received affects the amount estimated. The carrying amount of the inventories as at 31 December
2022 is RMB11,078,000 (2021: RMB7,847,000; 2020: RMB9,823,000).
The Group recognises construction revenue and costs using the stage of completion method on the
contract. The Group transfers the control of the goods or services promised in a contract and the
customer obtains control of the goods or services.
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The unbilled income accrual from the construction is recognised at over time at the end of the
financial year, by reference to the estimation of construction progress which is determined by the
customers.
Customers exercise their judgement in estimating the status of project completion by relying on the
expertise of their internal experts and their past experiences of the completed projects to determine
the ongoing construction progress.
Allowance for inventory is estimated based on the best available facts and circumstances at the
end of each reporting period, including but not limited to, the inventories’ own physical conditions,
their expected market selling prices, estimated costs of completion and estimated costs to be
incurred for their sales. The allowance is re-evaluated and adjusted as additional information
received affects the amount estimated. The carrying amount of the inventories as at 31 December
2022 is RMB11,078,000 (2021: RMB7,847,000; 2020: RMB9,823,000).
Group Company
2022 2021 2020 2022 2021 2020
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances 2,231 9,029 182 1,709 2,954 8
Short-term bank deposits - 1,858 - - - -
The renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control
Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the
Group is permitted to exchange renminbi for foreign currencies through banks that are authorised to
conduct foreign exchange business. These regulations place restriction on the amount of currency being
exported other than through dividends.
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise
the following:
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Cash and bank balances (as above) 2,231 10,887 182
Less: Bank deposits pledged - (1,858) -
Less: Bank overdrafts (Note 15) - (18,321) -
Balance at 31 December 2,231 (9,292) 182
In year 2021, the fixed deposits are for a tenure of 3 to 12 months with 3.47% effective interest rate which
have been pledged to the banks as securities for banking facilities granted to the Group as disclosed in
Note 15 to the financial statements.
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ANNUAL REPORT 2022
HB GLOBAL LIMITED
Group Company
2022 2021 2020 2022 2021 2020
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Restated) (Restated)
Trade receivables
- third parties 21,278 52,274 47,416 - - -
- impairment allowance (Note 31.2) (32) (6,276) (182) - - -
- - - - - -
The average credit period given to trade receivables is 30 to 120 (2021: 120) days.
Amounts due from subsidiaries are unsecured, interest-free and repayable on demand.
The movement in allowance for expected credit losses of trade receivables computed based on lifetime
ECL is as follows:
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Balance at 1 January 6,276 182 182
Acquisition of subsidiary - 3,677 -
Allowance made (Note 23) - 2,477 -
Reversal of allowance made (Note 22) (615) (60) -
Deconsolidation of subsidiary (5,629) - -
Balance at 31 December 32 6,276 182
81
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Movements in allowance for doubtful non-trade receivables due from subsidiaries were as follows:
Company
2022 2021
RMB’000 RMB’000
6. Prepayments
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Advance payments for right-of-use assets - 159,429 159,429
Others 34 306 10
Less: Impairment loss on advance payments
of right-of-use assets - (73,766) (82,099)
34 85,969 77,340
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Balance at 1 January 73,766 82,099 93,189
Reversal of impairment loss (Note 22) - (8,333) (11,090)
Written off (73,766) - -
- 73,766 82,099
82
ANNUAL REPORT 2022
HB GLOBAL LIMITED
6. Prepayments (continued)
In 2021, advance payments relate to up-front payments for the acquisition of right-of-use assets. As at the
end of the reporting period, the subsidiaries are still in the process of obtaining the certificates of these right-
of-use assets for the following plots of land:
i) Ju County Anzhuang Dong Cun, Bei Cun 50 years from 2 July 2012 42,182
(莒县安庄东村,北村)
iii) Ju County Xia Zhuang Liu Jia Miao Jiang Cun 50 years from 2 July 2012 43,172
(莒县夏庄刘家苗蒋村)
iv) Ju County Xia Zhuang Sun Jia Po Cun 50 years from 2 July 2012 69,600
(莒县夏庄孙家坡村)
v) Ju Country Qishan Shi Quan Guan Zhuang Cun 50 years from 2 March 2013 80,000
(莒县碁山石泉官庄村)
vi) Ju Country Qishan Shi Quan Guan Zhuang Cun 50 years from 3 April 2013 56,666.67
(莒县碁山石泉官庄村)
vii) Ju Country Qishan Shi Quan Guan Zhuang Cun 50 years from 4 April 2013 13,333.33
(莒县碁山石泉官庄村)
During the current financial year, the Group carried out a review of the recoverable amounts. Management
relied on past valuation methods and carried out an impairment review on its advance payments of right-of-
use assets. A reversal of impairment loss of RMB73,766,000 (2021: RMB8,333,000) representing an impairment
loss written back was recognised in “Other income” (Note 22) in profit or loss. The recoverable amount of
the advance payments of right-of-use assets was determined based on fair value less costs of disposal. The
valuation method used is that of the market approach which is categorised under Level 3 of the fair values
hierarchy.
The key assumption includes consideration of the market value in Shandong Province within the region,
economic or external obsolescence and physical deterioration of assets.
83
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7. Inventories
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Statement of financial position:
Raw materials 4,928 3,764 3,293
Finished goods 6,110 4,070 6,530
Merchandise held for sale 40 13 -
11,078 7,847 9,823
Statement of comprehensive income:
Inventories recognised as an expense in cost of sales 78,475 100,081 97,892
Inclusive of the following charges
- Inventory written down (Note 25) 212 338 692
Inventories recognised as an expense in other expenses:-
Inventories written off (Note 23) 173 3,050 -
8. Investments in subsidiaries
Company
2022 2021 2020
RMB’000 RMB’000 RMB’000
Equity investments at cost
Beginning of financial year 172,915 172,800 172,800
Additions - 509 -
Less: allowance for impairment loss (93,378) (394) -
End of financial year 79,537 172,915 172,800
Company
2022 2021
RMB’000 RMB’000
84
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Country of
incorporation/ Percentage
Name of subsidiaries place of operation of equity held Principal activities
2022 2021
% %
Held by the Group
Shandong Hengbao People’s Republic 100 100 Processing, packaging and producing
Foodstuff Co., Ltd.(1) of China various types of foods
Welltech Utopia Malaysia 100 100 Producing, supplying and
Sdn. Bhd.(2) manufacturing food supplement
product
Biztech Utopia Malaysia - 100 Business management consultancy
Sdn. Bhd.(6) services for supply chain management
SLH Global Malaysia 100 100 Business management consultancy
Sdn. Bhd.(2) and operational services
85
ANNUAL REPORT 2022
HB GLOBAL LIMITED
The Group has the following subsidiaries that have non-controlling interests (“NCI”):
Country of Accumulated
incorporation/ Ownership Loss allocated NCI at
place of interest to NCI during the the end of
Name of subsidiary operation held by NCI reporting period reporting period
2022 2021 2022 2021 2022 2021
% % RMB’000 RMB’000 RMB’000 RMB’000
Forward Resources and Malaysia - 40 - (921) - (1,485)
Construction Sdn Bhd
HB Infrastructures & Malaysia 25 25 (113) (22) (97) 16
Technologies Sdn Bhd
Set out below are the summarised financial information for a subsidiary, Forward Resources and Construction
Sdn. Bhd. that has non-controlling interests that are material to the Group. These are presented before inter-
company eliminations.
2021
RMB’000
Current assets 56,377
Non-current assets 9,193
Current liabilities (61,387)
Non-current assets (7,895)
Loss for the year, representing total comprehensive loss for the financial year (2,302)
(13,018)
86
ANNUAL REPORT 2022
HB GLOBAL LIMITED
In the financial year ended 31 December 2021, the Group has incorporated the following subsidiaries:
On 12 July 2021, the Group acquired a 60% equity interest in Forward Resources & Construction Sdn Bhd
(“FRC”). The principal activity of FRC is engaged in outside plant service provider offering fibre optic
cable installation, maintenance service and related civil infrastructure works to the telecommunications
industry in Malaysia. As a result of the acquisition, the Group is expected to increase its presence in
Malaysia. It also expects to diversify the business risk and reduce the reliance on the existing business.
87
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Details of the consideration paid, the fair value of the assets and liabilities being acquired of FRC
provisionally determined at acquisition date, the non-controlling interest recognised and the effects on
the cash flows of the Group, at the acquisition date, are as follows:
2021
RMB’000
(a) Purchase consideration
Total purchase consideration 82,481
Less: Recorded in trade and other payables (82,481)
Cash paid -
(b) Effect on cash flows of the Group
Cash paid (as above) -
Less: Cash and cash equivalents in subsidiary acquired (1,594)
Add: Bank deposits pledged (Note 15) 939
Add: Bank overdrafts 3,223
Cash outflow on acquisition 2,568
At fair value
RMB’000
(c) Identifiable assets acquired and liabilities assumed
Cash and cash equivalents 1,594
Property, plant and equipment (Note 11) 4,086
Investment properties (Note 9) 3,915
Contract assets (Note (d) below) 37,985
Trade and other receivables (Note (e) below) 8,085
Income tax recoverable 67
Total assets 55,732
Trade and other payables 34,199
Borrowings (Note 15) 12,401
Lease liabilities (Note 15) 705
Due to directors (Note 15) 9,837
Total liabilities 57,142
Total identifiable net assets (1,410)
Add: Goodwill (Note 10(a) and Note (f) below) 83,327
Add: Non-controlling interest at fair value (Note (g) below) 564
Consideration transferred for the business 82,481
88
ANNUAL REPORT 2022
HB GLOBAL LIMITED
The fair value of contract assets is RMB37,985,000. The gross amount for contract assets is
RMB50,933,000, of which RMB12,948,000 is expected to be uncollectible.
The fair value of trade and other receivables is RMB8,085,000 and includes trade receivables with a
fair value of RMB3,882,000. The gross contractual amount for trade receivables due is RMB7,559,000,
of which RMB3,677,000 is expected to be uncollectible.
(f) Goodwill
The Group has appointed an independent valuer to conduct a Purchase Price Allocation (“PPA”)
exercise in relation to an acquisition of FRC. At the date of this report, the exercise is ongoing and the
goodwill of RMB83,327,000 is arrived, based on identifiable assets acquired and liabilities assumed.
The above goodwill is attributable to the distribution network in Malaysia and the synergies expected
to arise from the diversification in combining the operations of the Group with those of FRC. It is not
deductible for tax purposes.
The Group has chosen to recognise the 40% non-controlling interest at its fair value of RMB564,000. The
fair value was estimated by applying an income approach. This is a Level 3 fair value measurement.
The acquired business contributed revenue of RMB13,637,000 and net loss of RMB2,302,000 to the
Group from the period from 12 July 2021 to 31 December 2021.
Had FRC been acquired from 1 January 2021, consolidated revenue and consolidated loss for the
year ended 31 December 2021 would have been RMB14,133,000 and RMB4,416,000 respectively.
Following the winding up of Forward Resources and Construction Sdn Bhd (“FRC”) by Bina Plastic Industries
Sdn Bhd on 24 August 2022, the Group has deconsolidated the investment in Forward Resources and
Construction Sdn Bhd. The deconsolidation of Forward Resources and Construction Sdn Bhd has resulted
in a net cash inflows of RMB17,965,000 in current year.
89
ANNUAL REPORT 2022
HB GLOBAL LIMITED
The effects of the deconsolidation on the cash flows of the Group were:
FRC
at 24 August 2022
RMB’000
Carrying amounts of assets as at the date of disposal:
90
ANNUAL REPORT 2022
HB GLOBAL LIMITED
9. Investments properties
Group
Freehold Leashold
buildings buildings Total
RMB’000 RMB’000 RMB’000
Cost
At 1 January 2021 - - -
Acquisition of a subsidiary (Note 8.2) 2,826 1,375 4,201
At 31 December 2021 2,826 1,375 4,201
Deconsolidation of subsidiary (Note 8.3) (2,833) (1,378) (4,211)
Foreign currency translation reserve 7 3 10
At 31 December 2022 - - -
Accumulated depreciation
At 1 January 2021 - - -
Acquisition of a subsidiary (Note 8.2) 141 145 286
Amortisation for the year (Note 25) 28 14 42
At 31 December 2021 169 159 328
Amortisation for the year (Note 25) 28 14 42
Deconsolidation of subsidiary (Note 8.3) (198) (173) (371)
Foreign currency translation reserve 1 - 1
At 31 December 2022 - - -
Carrying amount
Balance at 31 December 2021 2,657 1,216 3,873
Balance at 31 December 2022 - - -
In 2021, investment properties of the Group with a carrying amount of RMB3,873,000 have been pledged
to the bank as securities for banking facilities granted to the Group as disclosed in Note 15 to the financial
statements.
In 2021, the fair value of the investment properties during the period is RMB4,582,000. The fair value of
investment properties are categorised as Level 3 which has been derived based on comparison approach
by reference to observed market price in other similar property transactions.
91
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Composition:
Goodwill [Note (a)] - - -
Right-of-use assets [Note (b)] 39,326 83,241 74,596
39,326 83,241 74,596
(a) Goodwill
2022 2021
RMB’000 RMB’000
Cost
Beginning of financial year 83,327 -
Acquisition of a subsidiary (Note 8.2) - 83,327
Deconsolidation of a subsidiary (Note 8.3) (83,327) -
End of financial year - 83,327
Accumulated impairment
Beginning of financial year 83,327 -
Impairment charge (Note 23) - 83,327
Deconsolidation of a subsidiary (Note 8.3) (83,327) -
End of financial year - 83,327
Carrying amount
Balance at 31 December - -
The recoverable amount of a CGU was determined based on value-in-use. Cash flow projections used
in the value-in-use calculations were based on financial budgets approved by management covering a
five-year period. Cash flows beyond the five-year period were extrapolated using the estimated growth
rates stated below.
The key assumptions for the value in use calculations are those regarding the discount rates and growth
rates as stated below:
2021
Forward Resources and Construction Sdn Bhd 9 0 11.26
(1)
Budgeted gross margin
(2)
Weighted average growth rates used to extrapolate cash flows beyond the budget period
(3)
Pre-tax discount rates applied to the pre-tax cash flow projections
92
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Management determined budgeted gross margin based on past performance and its expectations
of market developments. The weighted average growth rates used were consistent with forecasts
included in industry reports. The discount rates used were pre-tax and reflected specific risks relating to
the relevant segments.
In 2021, the impairment assessment carried out at the end of the reporting period indicated that the
recoverable amount for Forward Resources and Construction Sdn Bhd’s CGU is lower than its carrying
amount. Based on management’s review, an impairment charge of RMB83,327,000 is included within
“Other expenses” in the statement of comprehensive income.
93
ANNUAL REPORT 2022
HB GLOBAL LIMITED
∙ Ju County Yanzhuang Town Jianhua Cun Zhu 50 years from 22 December 2006 64,427
Di, Weifang Lu Bei Ce (莒县闫庄镇建华村驻地, to 10 December 2056
潍坊路北侧)
∙ Ju County Wei Fang Middle Road No.39 55 years from 10 June 2011 to 24,034
(莒县潍坊中路39号) 7 January 2066
∙ Ju County South of Qingzhou Lu, East of 50 years from 10 May 2011 to 65,046
Cheng Yang Lu (莒县青州路以南、城阳路以东) 28 July 2061
∙ Ju County AnZhuang Town, ZhuDi North 50 years from 12 May 2011 to 35,257
Avenue, Dao Huang Road, West 19 October 2061
(莒县安庄镇驻地以北道黄路以西)
Right-of-use assets of the Group with carrying amount of approximately RMB13,996,000 (2021:
RMB14,489,000; 2020: RMB19,891,000) has been charged to secure the bank loans (Note 15).
During the current financial year, the Group carried out a review of the recoverable amount.
Management relied on past valuation methods and carried out an impairment review on its right-of-use
assets. Arising from this valuation, impairment loss of RMB 224,000 (2021: Nil) was recognised in “other
expenses” and a reversal of impairment loss of Nil (2021: RMB10,466,000) was recognised in “Other
income” (Note 22) in profit or loss.
The recoverable amount of the right-of-use assets was based on fair value less costs of disposal. The
valuation method used is that of the market approach which is regarded as Level 3 of the fair value
hierarchy.
The key assumption includes consideration of the market value in Shandong Province within the region,
economic or external obsolescence and physical deterioration of assets.
94
11. Property, plant and equipment
Group
At 1 January 2021 (restated) 372,234 - 31,374 2,215 1,515 5,652 5,000 7,696 425,686
Acquisition of a subsidiary
(Note 8.2) - 3,560 818 69 3,555 - - - 8,002
Additions 5,273 - 1,856 8 - - - - 7,137
Disposals - - - - (592) - - - (592)
Reclassifications 7,696 - - - - - - (7,696) -
At 31 December 2021 385,203 3,560 34,048 2,292 4,478 5,652 5,000 - 440,233
Additions - - 185 1 - - - - 186
Written off - - (3,341) - (68) (5,652) - - (9,061)
Deconsolidation of a subsidiary
(Note 8.3) - (3,568) (2,291) (68) (2,970) - - - (8,897)
Foreign currency translation
reserve - 8 6 6 7 - - - 27
95
(cont’d)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
HB GLOBAL LIMITED
ANNUAL REPORT 2022
96
Group (continued) (cont’d)
Accumulated depreciation
At 1 January 2021 83,776 - 25,244 2,215 1,491 4,826 5,000 - 122,552
Prior year adjustments
Disposals (291) - - - - - - - (291)
At 1 January 2021 (restated) 83,485 - 25,244 2,215 1,491 4,826 5,000 - 122,261
Acquisition of a subsidiary
(Note 8.2) - 494 445 33 2,944 - - - 3,916
Depreciation charge for the year 11,529 36 2,098 5 173 565 - - 14,406
Disposals - - - - (592) - - - (592)
NOTES TO THE FINANCIAL STATEMENTS
At 31 December 2021 95,014 530 27,787 2,253 4,016 5,391 5,000 - 139,991
Depreciation charge for the year 12,040 36 1,839 5 173 261 - - 14,354
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Group (continued)
Accumulated impairment
losses
At 1 January 2021 92,824 - 928 - - - - - 93,752
Prior year adjustment
Disposal (369) - - - - - - - (369)
Reversal of impairment 276 - - - - - - - 276
Carrying amount
At 31 December 2020 196,018 - 5,202 - 24 826 - 7,696 209,766
At 31 December 2021 201,574 3,030 5,333 39 462 261 - - 210,699
At 31 December 2022 193,560 - 1,781 11 - - - - 195,352
97
(cont’d)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
HB GLOBAL LIMITED
ANNUAL REPORT 2022
Company
Furniture,
Plant and fittings and
machinery equipment Total
RMB’000 RMB’000 RMB’000
Cost
At 1 January 2021 - - -
Additions 52 9 61
At 31 December 2021 52 9 61
Additions - - -
At 31 December 2022 52 9 61
Accumulated depreciation
At 1 January 2021 - - -
Charge for the year 6 1 7
At 31 December 2021 6 1 7
Charge for the year 9 - 9
At 31 December 2022 15 1 16
Carrying amount
At 31 December 2021 46 8 54
At 31 December 2022 37 8 45
For the purpose of consolidated statement of cash flows, the Group’s additions to property, plant and
equipment were financed as follows:
Group
2022 2021
RMB’000 RMB’000
Property, plant and equipment with carrying amount of Nil (2021: RMB1,870,000; 2020: Nil) was acquired
under finance lease arrangement (Note 16).
Property, plant and equipment of the Group with carrying amount of approximately RMB35,571,000 (2021:
RMB39,934,000; 2020: RMB71,674,000) has been pledged to secure the bank loans (Note 15).
Property, plant and equipment of the Group with a carrying amount of RMB59,619,000 (2021: RMB64,397,000;
2020: RMB66,098,000) was previously used in the duck farming business that had temporarily ceased
operation. This carrying amount is after deducting accumulated impairment loss of RMB23,942,000 (2021:
RMB23,096,000; 2020: RMB25,196,000).
Construction work-in-progress which are stated at cost, comprises factory premises and building under
construction as well as production plants, machinery and other equipment under installation.
98
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During the current financial year, the Group carried out a review of the recoverable amount. Management
relied on past valuation methods and carried out an impairment review on its property, plant and equipment.
Arising from this valuation, a reversal of impairment loss of RMB7,187,000 (2021: RMB8,619,000) representing
an impairment loss written back was recognised in “Other income” (Note 22) and an impairment loss of
RMB2,917,000 (2021: RMB4,503,000) was recognised in “Other expenses” (Note 23) in profit or loss.
The recoverable amount of property, plant and equipment was based on fair value less costs of disposal.
The valuation method used is that of the replacement cost approach. These are regarded as Level 3 of the
fair value hierarchy.
The key assumption includes consideration of technical obsolescence and physical deterioration of the
property, plant and equipment.
Group Company
2022 2021 2020 2022 2021 2020
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables
- third parties 117 22,172 - - - -
Other payables
Accrued operating expenses 5,830 5,559 13,185 309 152 402
Deposits - 76 - - - -
Subsidiary (non-trade) - - - 5,968 6,230 6,582
Sundry payables 8,219 8,680 6,157 391 975 2,987
14,049 14,315 19,342 6,668 7,357 9,971
14,166 36,487 19,342 6,668 7,357 9,971
Non-trade amount due to a subsidiary is unsecured, interest-free and repayable in cash on demand.
In prior financial year, the amounts due to a shareholder of the Company represent payment on behalf.
These amounts were unsecured, interest-free, repayable in cash on demand and were denominated in
Malaysia ringgit.
99
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HB GLOBAL LIMITED
Group Company
2022 2021 2020 2022 2021 2020
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Advances (i) 2,406 9,004 12,773 205 786 10,572
Advances (ii) - - 20,017 - - 20,017
2,406 9,004 32,790 205 786 30,589
(i) The amounts due to directors are non-trade in nature, unsecured, interest-free and repayable in cash on
demand.
(ii) On 31 December 2018, a loan agreement with the director, Mr. Shen Hengbao was signed for an amount
of RMB20,017,000 for a 3-year period at an interest rate of 5.50% per annum.
In 2021, due to the impact of Covid-19 outbreak, the Group has obtained waiver from the director
amounted RMB19,525,000 and this amount was recognised in “Other income” (Note 22) in profit or loss.
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Current:
- bankers’ acceptance (secured) - 2,214 -
- bank overdrafts (secured) - 18,321 -
- term loans (secured) - 581 -
100
ANNUAL REPORT 2022
HB GLOBAL LIMITED
The bank borrowings in 2021 pertaining to the subsidiary deconsolidated during the year were secured on
the followings:
Bankers’ acceptance
(i) the effective interest rate is 3.86% per annum and was repayable within one year;
(iii) legal charge over an investment property of the Group as disclosed at Note 9 to the financial
statements;
(iv) legal charge over a single storey terrace factory of a Director (H.S.(D) 55004, PT 56423, Mukim Klang
Daerah Klang Negeri Selangor);
(v) a joint and several guarantee of certain directors and key management personnel of certain
subsidiaries; and
(vi) a pledged of fixed deposit amounting RMB15,000 (RM10,000) as disclosed in Note 4 in the financial
statements.
Banker overdrafts
(i) the effective interest rate ranging from 6.65% to 7.44% per annum and was repayable within one year;
(iii) legal charge over an investment property of the Group as disclosed at Note 9 to the financial
statements;
(iv) legal charge over a single storey terrace factory of a Director (H.S.(D) 55004, PT 56423, Mukim Klang
Daerah Klang Negeri Selangor);
(v) a joint and several guarantee of certain directors and key management personnel of certain
subsidiaries;
(vi) a pledged of fixed deposit amounting RMB15,000 (RM10,000) as disclosed in Note 4 in the financial
statements;
(viii) Fixed deposit held as sinking fund build-up way of deducting 1% from each contract proceeds
received.
Term loans
(i) the effective interest rate ranging from 3.25% to 14.00% per annum and was repayable within one year;
(ii) several joint and several guarantee of certain directors and key management personnel of certain
subsidiaries;
(v) legal charge over an investment property of the Group as disclosed at Note 9 to the financial
statements;
(vi) legal charge over a freehold building of the Group as disclosed at Note 11 to the financial statements;
(vii) legal charge over a single storey terrace factory of a Director (H.S.(D) 55004, PT 56423, Mukim Klang
Daerah Klang Negeri Selangor); and
(viii) a pledged of fixed deposit amounting RMB15,000 (RM10,000) as disclosed in Note 4 in the financial
statements.
101
ANNUAL REPORT 2022
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The bank borrowings in 2021 pertaining to the subsidiary deconsolidated during the year were secured on
the followings (continued):
Bank loans
(i) legal charges over the leasehold land and buildings of certain subsidiaries as disclosed in Note 11;
(ii) legal charges over the right-of-use assets of certain subsidiaries as disclosed in Note 10(b);
(iv) a jointly and severally guarantee provided by certain directors and key management personnel of
certain subsidiaries.
(a) The bank loans #1 of RMB6,500,000 (2021: RMB6,980,000; 2020: RMB24,470,000) bear fixed interest rate
of 7.87% (2021: 7%) per annum and are repayable within one year.
In 2021, due to the impact of Covid-19 outbreak, the People’s Republic of China Government had
initiated financial assistance to special categories of industries such as food industries to avert any
possible financial crises in the near future. As such, the Group has obtained waiver from bank borrowing
amounted RMB17,480,000 and this amount was recognised in “Other income” (Note 22) in profit or loss.
(b) The bank loan #2 of RMB18,250,000 (2021: RMB19,500,000; 2020: RMB20,000,000) bears fixed interest
rate of 6.00% (2021: 6.96%) per annum and is repayable within one year.
(c) The bank loan #3 of RMB4,441,000 (2021: RMB4,641,000; 2020: RMB4,801,000) bears fixed interest rate
of 5.87% (2021: 5.87%) per annum and bank loans of RMB19,300,000 (2021: RMB19,300,000; 2020:
RMB19,300,000) bear interest of 0.91% over the prevailing prime rate of People’s Bank of China per
annum. The effective interest rate is 5.87% (2021: 5.87%) per annum. The bank loans are repayable
within one year.
102
15. Bank borrowings (continued)
2022
Non-cash changes
At Financing Deconsolidation At
Note 1.1.2021 cash flows of subsidiary 31.12.2021
RMB’000 RMB’000 RMB’000 RMB’000
2021
Non-cash changes
Acquisition Income from
Financing Addition arising from waiver of Foreign
At cash during business outstanding Interest exchange Payment At
Note 1.1.2021 flows the year combination amount expense movement on behalf 31.12.2021
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 8.2)
Pledged deposits 4 - (919) - (939) - - - - (1,858)
Amounts due to a shareholder
of the Company 13 3,276 (3,166) - - (110) - - - -
Amounts due to directors 14 32,790 (5,211) - 9,837 (28,516) - (56) 160 9,004
Bank borrowings 15 68,561 (537) 15,098 12,401 (17,480) - - (160) 77,883
Lease liabilities 16 - (44) 1,466 705 - 85 - - 2,212
103
(cont’d)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
HB GLOBAL LIMITED
ANNUAL REPORT 2022
16. Lease
This note provides information for leases where the group is a lessee.
The Group has lease contracts for plant and machinery and motor vehicles. The Group’s obligations under
these leases are secured by the lessor’s title to the leased assets. The Group is restricted from assigning and
subleasing the leased assets. There are several lease contracts that include extension options which are
further discussed below.
The Group also has certain leases of premises with lease terms of 12 months or less and leases of office
equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’
recognition exemptions for these leases.
(a) Carrying amounts of right-of-use assets presented within property, plant and equipment
(b) Lease liabilities
2021
RMB’000
Current 664
Non-current 1,548
2,212
The movements during the year are disclosed in Note 15 and the maturity analysis of lease liabilities is
disclosed in Note 32.2.
Group
2022 2021
RMB’000 RMB’000
The Group had total cash outflows for leases of RMB129,000 (2021: RMB44,000).
104
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Group/Company
2022 2021 2020
No. of No. of No. of
shares shares shares
’000 RMB’000 ’000 RMB’000 ’000 RMB’000
Issued and fully paid ordinary shares
Balance at 1 January 770,014 257,463 468,000 146,161 468,000 146,161
Private placement 7,700 1,886 302,014 111,302 - -
Balance at 31 December 777,714 259,349 770,014 257,463 468,000 146,161
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All
ordinary shares carry one vote per share without restrictions
On 28 December 2022, the Company issued 7,700,000 ordinary shares respectively for a total consideration
of RMB1,886,000 via private placement to provide funds for the expansion of the Company’s operations. The
newly issued shares rank pari passu in all aspects with the previously issued shares.
The capital reserve comprises the difference between purchase consideration and attributable net assets
relating to the acquisition of additional interest in a subsidiary from non-controlling interests with no change
in control in 2015.
The currency translation reserve of the Group represents exchange differences arising from the translation
of the financial statements of the Company whose functional currency, being RM, is different from that of
the Group’s presentation currency, being RMB. Movements in this account are disclosed in the statements
of changes in equity.
The Group follows the accounting principles and relevant financial regulations of the People’s Republic of
China (“PRC”) in the preparation of the accounting records and statutory financial statements of the PRC
subsidiaries.
In accordance with the Foreign Enterprise Law applicable to the subsidiaries in the PRC, one of the subsidiaries
of the Group is required to make appropriation to a Statutory Reserve Fund (“SRF”). At least 10% of the
statutory after tax profits as determined in accordance with the applicable PRC accounting standards and
regulations must be allocated to the SRF until the cumulative total of the SRF reaches 50% of the subsidiary’s
registered capital. Subject to approval from the relevant PRC authorities, the SRF may be used to offset any
accumulated losses or increase the registered capital of the subsidiary. The SRF is not available for dividend
distribution to shareholders.
105
ANNUAL REPORT 2022
HB GLOBAL LIMITED
21. Revenue
Group
At a point
in time Over time Total
RMB’000 RMB’000 RMB’000
2022
Sale of goods 72,482 - 72,482
Construction contract - 3,585 3,585
72,482 3,585 76,067
2021
Sale of goods 117,478 - 117,478
Construction contract - 13,985 13,985
117,478 13,985 131,463
(b) Contract assets
Group
2021
RMB’000
Accrued revenue from construction contracts 50,968
Retention sum 925
51,893
Less: Loss allowance (Note 32.2) (12,948)
In 2021, the contract assets primarily relate to the Company’s rights to consideration for works completed
on construction contracts but not yet billed at the reporting date. Typically, the amount will be billed
within 90 to 120 days after full completion of the works and verification by the vendors.
Group
2022 2021
RMB’000 RMB’000
At 1 January 50,968 -
Acquisition of a subsidiary - 50,177
Addition - 1,586
Transfer to trade receivables - (795)
Deconsolidation of a subsidiary (50,968)
At 31 December - 50,968
The movements of impairment losses are as follows:
At 1 January 12,948 -
Acquisition of a subsidiary - 12,948
Deconsolidation of a subsidiary (12,948) -
At 31 December - 12,948
106
ANNUAL REPORT 2022
HB GLOBAL LIMITED
In 2021, the aggregate amount of transaction price allocated to the unsatisfied (or partially unsatisfied)
performance obligations as at 31 December 2021 is RMB82,260,000. The Group expects these
performance obligations to be recognised in the next 2 years. This amount has not included the following:
• Performance obligations for which the Group has applied the practical expedient not to disclose
information about its remaining performance obligations if:
- the performance obligation is part of a contract that has an original expected duration for one
year or less, or
- the Group has a right to invoice a customer in an amount that corresponds directly with its
performance to date, then it recognises revenue in that amount.
• Variable consideration that is constrained and therefore is not included in the transaction price.
Group
2022 2021
RMB’000 RMB’000
107
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Group
2022 2021
RMB’000 RMB’000
24. Finance costs
Group
2022 2021
RMB’000 RMB’000
Interest expense on
- bankers’ acceptance 27 50
- bank overdrafts 717 318
- bank loans 1,893 3,174
- lease liabilities 283 85
2,920 3,627
Group
2022 2021
RMB’000 RMB’000
(Restated)
Amortisation of investment properties (Note 9) 42 42
Amortisation of right-of-use assets [Note 10(b)] 2,078 1,821
Depreciation of property, plant and equipment (Note 11) 14,354 14,406
- recognised in cost of sales 7,719 8,082
- recognised in administrative expenses 6,635 6,324
Employee benefits expense (Note 27) 22,658 31,268
- recognised in cost of sales 11,708 21,310
- recognised in administrative expenses 10,950 9,958
Fees paid/payable to external auditors for:
- audit services 639 590
- non-audit services 173 110
Inventory written down (Note 7) 212 338
Legal and professional fees 1,080 2,464
Operating lease expense 348 440
Security and share registration fees 3 58
Tax expenses - land 4,548 5,914
Tax expenses - property 2,238 2,193
108
ANNUAL REPORT 2022
HB GLOBAL LIMITED
There is no income tax expense as the Group has no taxable income for the current and previous financial
years.
Group
2022 2021
RMB’000 RMB’000
Current tax
- current year - 1
Reconciliation of effective tax rate
Group
2022 2021
RMB’000 RMB’000
(Restated)
Tax at statutory rate of 25% (2021: 25%) (49,748) 4,502
Tax at statutory rate of 24% (2021: 24%) (1,916) (1,918)
Tax at statutory rate of 17% (2021: 17%) (10,521) (12,261)
Adjustments:
- non-deductible expenses 15,874 12,783
- non-taxable income 10,231 -
- deferred tax assets not recognised 38,318 3,783
- utilisation of deferred tax assets (3,431) (7,328)
- tax losses disregarded 1,193 440
- 1
Deferred tax assets of the subsidiaries in Malaysia have not been recognised based on the followings:
Group
2022 2021
RMB’000 RMB’000
Property, plant and equipment (5) (69)
Provisions - 12,426
Unabsorbed tax losses 153,270 3,233
Unutilised capital allowance 11 174
153,276 15,764
Deferred tax assets not recognised at 24% 1 3,783
Deferred tax assets not recognised at 25% 38,318 -
38,319 3,783
Deferred tax assets have not been recognised in the financial statements in accordance with the accounting
policy in Note 2.16 to the consolidated financial statements as the directors are not confident that there will
be sufficient future taxable profits to realise these future benefits.
109
ANNUAL REPORT 2022
HB GLOBAL LIMITED
As at 31 December 2022, the subsidiary, Shandong Hengbao Foodstuff Co., Ltd. has unutilised tax losses of
approximately RMB166,071,000 (2021: RMB12,801,000) which are subject to agreement with the relevant tax
authorities. These unutilised tax losses can be carried forward for offsetting against future taxable income
provided that the provisions of the relevant tax legislations are complied with. The tax losses have the
following expiry dates:
Group
2022 2021
RMB’000 RMB’000
Expiring in:
2025 12,801 12,801
2026 153,270 -
166,071 12,801
Pursuant to the corporate income tax law of the PRC under Chapter 4 No 27(1), all PRC companies engaged
in livestock and poultry breeding business are tax exempted. Accordingly, the losses of Juxian Hengbao
Farming Co., Ltd which is engaged in duck farming business are disregarded given that the profits arising
from livestock and poultry breeding are exempted from tax.
Unappropriated profits
Pursuant to the PRC Corporate Income Tax Law, a 10% withholding tax is levied on the dividends to foreign
investors from foreign investment enterprises established in Mainland China. The requirement is effective
from 1 January 2008 and applies to earnings after 31 December 2007. As at 31 December 2022, the PRC
subsidiaries have unappropriated profits amounting to RMB175,575,000 (2022: RMB328,608,000) which have
not yet been utilised.
Group
2022 2021
RMB’000 RMB’000
Salaries, bonuses and related costs (including directors’ remuneration) 21,217 29,781
Employer’s contributions to defined contribution plans 1,441 1,487
22,658 31,268
110
ANNUAL REPORT 2022
HB GLOBAL LIMITED
The basic and diluted loss per share attributable to the owners of the Group is computed as follows:
Group
2022 2021
(Restated)
Net loss attributable to owners of the Company (RMB’000) (165,538) (37,285)
Weighted average number of ordinary shares in issue (‘000) 777,714 770,014
Loss per share (RMB cents)
- Basic (21.29) (4.84)
- Diluted (21.29) (4.84)
Diluted loss per share are the same as basic loss per share as the Group does not have potential dilutive
shares.
The Group has issued corporate guarantees to banks for bank borrowings granted to third parties which
have provided corporate guarantees to the banks for bank borrowings (Note 15) granted to the Group.
These guarantees are financial guarantee contracts as they require the Group to reimburse the banks if
the third parties fail to make principal or interest payments when due in accordance with the terms of their
respective borrowings.
Group
2022 2021
RMB’000 RMB’000
Corporate guarantees to banks on loans granted to third parties 4,950 4,950
In addition to the related party information disclosed elsewhere in the financial statements, the following
are the significant transactions between the Group and related parties that took place at terms agreed
between the parties during the financial year:
Group
2022 2021
RMB’000 RMB’000
Compensation of key management personnel
Short-term benefits paid to:
Directors of the Company
- salaries and related costs 2,319 1,418
- directors’ fees 120 588
- employer’s contribution to defined contribution plans 120 49
2,559 2,055
Other key management personnel
- salaries and related costs 1,393 1,098
- employer’s contribution to defined contribution plans 90 71
1,483 1,169
4,042 3,224
111
ANNUAL REPORT 2022
HB GLOBAL LIMITED
For management purposes, the Group is organised into business units based on their products and has four
reportable operating segments as follows:
(iv) Others
Except as indicated above, no operating segments have been aggregated to/from the above reportable
operating segments.
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on operating profit or loss which in certain respects, as explained in the table below, is measured
differently from operating profit or loss in the consolidated financial statements.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions
with third parties.
Capital expenditure comprised additions to property, plant and equipment, construction in progress and
intangible assets.
Ready-to-
serve Frozen Construction
food vegetables contract Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue (external customers) 37,082 15,371 4,480 19,134 76,067
Segment results 129 (4,031) (3,337) (2,192) (9,431)
Other income 14,148
Unallocated costs (169,495)
Finance costs (2,920)
Other segment information
Depreciation and amortisation (Notes 9, 10(b) and 11) 16,474
Interest expense (Note 24) 2,920
Impairment loss on property, plant and equipment (Note 23) 2,917
Capital expenditure 186
112
ANNUAL REPORT 2022
HB GLOBAL LIMITED
Ready-to-
serve Frozen Construction
food vegetables contract Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue (external customers) 49,813 46,542 13,985 21,123 131,463
Segment results 6,332 10,931 3,605 424 21,292
Other income 74,129
Unallocated costs (130,283)
Finance costs (3,627)
Other segment information
Depreciation and amortisation (Notes 9, 10(b) and 11) 16,269
Interest expense (Note 24) 3,627
Impairment loss on property, plant and equipment (Note 23) 4,503
Capital expenditure 5,671
The Group’s revenue is categorised based on countries where the customers are located.
113
ANNUAL REPORT 2022
HB GLOBAL LIMITED
The carrying amounts of various categories of financial assets and liabilities as at the end of the
reporting period are as follows:
Financial liabilities
measured at
amortised cost
114
ANNUAL REPORT 2022
HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
The Group has documented financial risk management policies. These policies set out the Group’s
overall business strategies and its risk management philosophy. The Group’s overall risk management
strategy seeks to minimise potential adverse effects on the financial performance of the Group.
The Board of Directors is responsible for setting the objectives and underlying principles of financial
risk management for the Group. Risk management policies and procedures are reviewed regularly
to reflect changes in market conditions and the Group’s activities.
The following sections provide details regarding the Group’s exposure to various financial risks and
the objectives, policies and processes for the management of the risks.
Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting
in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade and other
receivables. For other financial assets (including cash), the Group minimises credit risk by dealing
exclusively with high credit rating counterparties.
The Group has adopted a policy of only dealing with creditworthy counterparties. The Group
performs ongoing credit evaluation of its counterparties’ financial condition and generally do not
require a collateral.
The Group considers the probability of default upon initial recognition of asset and whether there
has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when internal and/or external
information indicates that the financial asset is unlikely to be received, which could include default
of contractual payments due for more than 60 days, default of interest due for more than 30 days or
there is significant difficulty of the counterparty.
To minimise credit risk, the Group has developed and maintained the Group’s credit risk ratings to
categorise exposures according to their degree of risk of default.
The credit rating information is supplied by publicly available financial information and the Group’s
own trading records to rate its major customers and other debtors. The Group considers available
reasonable and supportive forward-looking information which includes the following indicators:
Regardless of the above analysis, a significant increase in credit risk is presumed if a debtor is more
than 60 days past due in making contractual payment.
The Group determined that its financial assets are credit-impaired when:
The Group uses the following categories of internal credit risk rating for financial assets which
are subject to expected credit losses (“ECL”) under the 3-stage general approach. These four
categories reflect the respective credit risk and how the loss provision is determined for each of
those categories.
115
ANNUAL REPORT 2022
HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
The table below details the credit quality of the Group’s financial assets, as well as maximum
exposure to credit risk by credit risk rating categories:
Group
12-month Gross Net
or lifetime carrying Loss carrying
Note Category ECL amount allowance amount
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
Cash and cash 4 NA Exposure
equivalents Limited 2,231 - 2,231
Trade receivables 5 Note 1 Lifetime
ECL
(simplified) 21,278 (32) 21,246
Other receivables 5 I 12-month
ECL 1,041 - 1,041
31 December 2021
(Restated)
Cash and cash 4 NA Exposure
equivalents Limited 10,887 - 10,887
Trade receivables 5 Note 1 Lifetime
ECL
(simplified) 52,274 (6,276) 45,998
Other receivables 5 I 12-month
ECL 5,039 - 5,039
Contract assets 21(b) Note 1 Lifetime
ECL
(simplified) 51,893 (12,948) 38,945
116
ANNUAL REPORT 2022
HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
Group (continued)
12-month Gross Net
or lifetime carrying Loss carrying
Note Category ECL amount allowance amount
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2020
(Restated)
Cash and cash 4 NA Exposure
equivalents Limited 182 - 182
Trade receivables 5 Note 1 Lifetime
ECL
(simplified) 47,416 (182) 47,234
Other receivables 5 I 12-month
ECL 1,008 - 1,008
Company
12-month Gross Net
or lifetime carrying Loss carrying
Note Category ECL amount allowance amount
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
Cash and cash 4 NA Exposure
equivalents Limited 1,709 - 1,709
Other receivables 5 I 12-month
ECL 9 - 9
31 December 2021
Cash and cash 4 NA Exposure
equivalents Limited 2,954 - 2,954
Other receivables 5 I 12-month
ECL 96,972 (96,965) 7
31 December 2020
Cash and cash 4 NA Exposure
equivalents Limited 8 - 8
Other receivables 5 I 12-month
ECL 8 - 8
117
ANNUAL REPORT 2022
HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
For trade receivables and contract assets, the Group has applied the simplified approach in SFRS(I)
9 to measure the loss allowance at lifetime ECL. The Group determines the ECL by using a provision
matrix, estimated based on historical credit loss experience based on the past due status of the debtors,
adjusted as appropriate to reflect current conditions and estimates of future economic conditions.
Accordingly, the credit risk profile of trade receivables is presented based on their past due status in
terms of the provision matrix.
31 December 2022
ECL rate 0.0% 0.0% 0.0% 0.0% 0.0%
Trade receivables 20,803 - - - 475 21,278
Loss allowances (32) - - - - (32)
31 December 2021
ECL rate 0.0% 0.0% 0.0% 0.0% 33.1%
Trade receivables 43,440 - 876 1,890 6,068 52,274
Loss allowances (122) - - - (6,154) (6,276)
Contract assets 166 - 26 87 51,614 51,893
Loss allowances - - - - (12,948) (12,948)
31 December 2020
ECL rate 0.4% 0.0% 0.0% 0.0% 0.0%
Trade receivables 47,416 - - - - 47,416
Loss allowances (182) - - - - (182)
Information regarding loss allowance movement of trade receivables and contract assets is disclosed in
Note 5 and Note 21(b) respectively.
Concentrations arise when a number of counterparties are engaged in similar business activities, or
activities in the same geographical region, or have economic features that would cause their ability
to meet contractual obligations to be similarly affected by changes in economic, political or other
conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments
affecting a particular industry.
At the end of the reporting period, approximately 60% (2021: 87%) of the Group’s trade receivables were
due from 1 (2021: 5) major external customers. The maximum exposure to credit risk is represented by
the carrying amount of each financial asset presented on the statements of financial position. Cash is
placed with banks which are regulated.
118
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32. Financial instruments, financial risks and capital risks management (continued)
In 2021, at the end of the reporting period, approximately 81% of the Group’s contract assets were
due from 1 major external customer. The maximum exposure to credit risk is represented by the
carrying amount of each financial asset presented on the statements of financial position. Cash is
placed with banks which are regulated.
Other receivables
The Group assessed the latest performance and financial position of the counterparties, adjusted
for the future outlook of the industry in which the counterparties operate in, and concluded that
there has been no significant increase in the credit risk since the initial recognition of the financial
assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and
determined that the ECL is insignificant.
Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments
will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk
arises mainly from bank loans with variable rates. The Group’s policy is to obtain the most favourable
interest rates available and maintain a balanced portfolio mix of fixed and floating rate borrowings.
A sensitivity analysis has been performed based on the outstanding floating rates of the Group’s
bank loans as at the end of the reporting period. If interest rate increases or decreases by 50 basis
points with all other variables held constant, the Group’s loss before tax would increase or decrease
by RMB129,000 (2021: RMB234,000), as a result of lower or higher interest expense on these loans.
Liquidity risk
Liquidity risk refers to the risk that the Group will encounter difficulties in meeting its short-term obligations
due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of
the maturities of financial assets and liabilities. It is managed by matching the payment and receipt
cycles. The Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of stand-by credit facilities. The Group finances its working capital requirements
through a combination of funds generated from operations and bank borrowings. The directors are
satisfied that funds are available to finance the operations of the Group.
119
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32. Financial instruments, financial risks and capital risks management (continued)
The table below summarises the maturity profile of the Company’s financial assets and liabilities at
the reporting date based on contractual undiscounted repayment obligations.
Group
The table below summarises the maturity profile of the Company’s financial assets and liabilities at
the reporting date based on contractual undiscounted repayment obligations.
Group
2021 (Restated)
Cash and
cash equivalents 10,887 - - 10,887 10,887
Contract assets 38,945 - - 38,945 38,945
Trade and
other receivables 51,037 - - 51,037 51,037
Total undiscounted
financial assets 100,869 - - 100,869 100,869
120
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32. Financial instruments, financial risks and capital risks management (continued)
Group (continued)
2021 (Restated)
Trade and
other payables 36,487 - - 36,487 36,487
Amounts due
to directors 9,004 - - 9,004 9,004
Bank loans 75,019 3,059 5,723 83,801 77,883
Lease liabilites 775 1,636 - 2,411 2,212
Total undiscounted
financial liabilities 121,285 4,695 5,723 131,703 125,586
Total net undiscounted
financial liabilities (20,416) (4,695) (5,723) (30,834) (24,717)
121
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32. Financial instruments, financial risks and capital risks management (continued)
Company
1 year Contractual Carrying
or less cash flows amount
RMB’000 RMB’000 RMB’000
2022
Cash and cash equivalents 1,709 1,709 1,709
Trade and other receivables 9 9 9
Total undiscounted financial assets 1,718 1,718 1,718
Trade and other payables 6,668 6,668 6,668
Amounts due to directors 205 205 205
Total undiscounted financial
liabilities 6,873 6,873 6,873
Total net undiscounted financial
liabilities (5,155) (5,155) (5,155)
2021
Cash and cash equivalents 2,954 2,954 2,954
Trade and other receivables 7 7 7
Total undiscounted financial assets 2,961 2,961 2,961
Trade and other payables 7,357 7,357 7,357
Amounts due to directors 786 786 786
Total undiscounted financial
liabilities 8,143 8,143 8,143
Total net undiscounted financial
liabilities (5,182) (5,182) (5,182)
122
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HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
2020
Cash and cash equivalents 8 8 8
Trade and other receivables 8 8 8
Total undiscounted financial assets 16 16 16
Trade and other payables 9,971 9,971 9,971
Amounts due to a shareholder of
the Company 3,276 3,276 3,276
Amounts due to directors 32,791 32,791 30,589
Total undiscounted financial
liabilities 46,038 46,038 43,836
Total net undiscounted financial
liabilities (46,022) (46,022) (43,820)
The Group’s foreign exchange risk results mainly from cash flows from transactions denominated
in foreign currencies. At present, the Group does not have any formal policy for hedging against
currency risk. The Group ensures that the net exposure is kept to an acceptable level by buying or
selling foreign currencies at spot rates, where necessary, to address short term imbalances
The Group is exposed to foreign currency risk mainly on its sales and purchases and other transactions
that are denominated primarily in Singapore dollar (“SGD”) and Malaysian ringgit (“RM”).
The Group does not enter into currency options and does not use forward exchange contracts for
speculative trading purposes. The Group’s and Company’s main exposures to foreign currencies
are as follows:
Group
SGD RM
RMB’000 RMB’000
2022
Cash and cash equivalents - 1,709
Trade and other receivables - 781
Trade and other payables (61) (640)
Amounts due to directors - (205)
(61) 1,645
2021
Cash and cash equivalents - 2,954
Trade and other receivables - 7
Trade and other payables (820) (307)
Amounts due to directors (189) (597)
(1,009) 2,057
123
ANNUAL REPORT 2022
HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
Company (continued)
SGD RM
RMB’000 RMB’000
2020
Cash and cash equivalents - 8
Trade and other receivables - 8
Trade and other payables (3,169) (791)
Amounts due to a shareholder of the Company - (3,276)
Amounts due to directors (23,413) (181)
(26,582) (4,232)
Company
2022
Cash and cash equivalents - 1,709
Trade and other receivables - 9
Trade and other payables (60) (640)
Amounts due to directors - (205)
(60) 873
2021
Cash and cash equivalents - 2,954
Trade and other receivables - 7
Trade and other payables (820) (328)
Amounts due to directors (189) (597)
(1,009) 2,036
2020
Cash and cash equivalents - 8
Trade and other receivables - 8
Trade and other payables (2,599) (791)
Amounts due to a shareholder of the Company - (3,276)
Amounts due to directors (23,413) (181)
(26,012) (4,232)
124
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HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
Sensitivity analysis
A 3% strengthening of the Chinese renminbi against the following currencies at the reporting date
would affect profit or loss before tax as shown below. This analysis assumes that all other variables,
in particular interest rates, remain constant.
Group
2022 2021 2020
RMB’000 RMB’000 RMB’000
Decrease loss before income tax
Singapore dollar 2 30 797
Malaysian ringgit (49) (62) 127
(47) (32) 924
Company
Singapore dollar 2 30 780
Malaysian ringgit (26) (61) 127
(24) (31) 907
A 3% weakening of the Chinese renminbi against the above currencies would have equal but
opposite effect on the above currencies to the amounts shown above, on the basis that all other
variables remain constant.
Financial assets and liabilities are offset and the net amount is reported in the statement of financial
position where the Group currently has a legally enforceable right to offset the recognised amounts,
and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
The following table presents the recognised financial instruments that are offset as at 31 December
2022, 31 December 2021 and 31 December 2020.
Gross
amounts set Net amounts
off in the presented in
statement the statement
Gross of financial of financial
amounts position position
RMB’000 RMB’000 RMB’000
2022
Financial assets
Cash and cash equivalents 2,231 - 2,231
Trade and other receivables 45,232 (22,945) 22,287
Total 47,463 (22,945) 24,518
125
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HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
Gross
amounts set Net amounts
off in the presented in
statement the statement
Gross of financial of financial
amounts position position
RMB’000 RMB’000 RMB’000
2022 (continued)
Financial liabilities
Trade and other payables 37,111 22,945 14,166
Amounts due to directors 2,406 - 2,406
Bank borrowings 48,491 - 48,491
Total 88,008 22,945 65,063
2021 (Restated)
Financial assets
Cash and cash equivalents 10,887 - 10,887
Contract assets 38,945 - 38,945
Trade and other receivables 77,315 (25,794) 51,521
Total 127,147 (25,794) 101,353
Financial liabilities
Trade and other payables 62,281 25,794 36,487
Amounts due to directors 9,004 - 9,004
Bank borrowings 77,883 - 77,883
Lease liabilities 2,212 - 2,212
Total 151,380 25,794 125,586
2020 (Restated)
Financial assets
Cash and cash equivalents 182 - 182
Trade and other receivables 71,460 (23,218) 48,242
Total 71,642 (23,218) 48,424
Financial liabilities
Trade and other payables 42,560 23,218 19,342
Amounts due to a shareholder of
the Company 3,276 - 3,276
Amounts due to directors 32,790 - 32,790
Bank borrowings 68,561 - 68,561
Total 147,187 23,218 123,969
126
ANNUAL REPORT 2022
HB GLOBAL LIMITED
32. Financial instruments, financial risks and capital risks management (continued)
The primary objective of the Group’s capital management is to safeguard the Group’s ability to
continue as a going concern and to maintain an adequate and efficient capital structure so as to
maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group
may issue new shares or obtain additional borrowings.
No changes were made to the policies or processes of capital management for the financial years
ended 31 December 2022 and 2021.
The Group is not subject to any externally imposed capital requirements, except for a subsidiary
of the Group as disclosed in Note 20 which is required by the Foreign Enterprise Law of the PRC to
contribute to and maintain a non-distributable statutory reserve fund whose utilisation is subject to
approval by the relevant PRC authorities. This externally imposed capital requirement has been
complied with by the subsidiary for the financial years ended 31 December 2022 and 2021.
33.1 Fair value of financial instruments that are carried at fair value
The Group classifies fair value measurement using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following levels:
• Level 1 - Quote prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly; and
• Level 3 - Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
There has been no transfer between Level 1 and Level 2 fair value measurements during the financial
years ended 31 December 2022 and 2021.
33.2 Fair value of financial instruments by classes that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value
Management has determined that the carrying amounts of current financial assets and liabilities
approximate their fair values because these instruments are short-term in nature or repriced
frequently.
127
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(i) Covid-19
With the Covid-19 pandemic still raging globally and causing unprecedented disruption to economic
activity, the Group continues to prioritise cash conservation and cost control as well as to continue to
focus on increase the consumption of our products among consumers in People’s Republic of China.
Besides, sustainability remains a top priority for the Group. The Group will stay agile and keep the interests
of our consumers and safety of our people at the forefront.
The performance of the Group for the new financial year ending 2023 will remain challenging with the
current uncertainty in the global and local economy due to the Covid-19 pandemic.
However, management is cautious on the potential impact of the Covid-19 pandemic and will continue
to manage the Group’s businesses with vigilance during this period of uncertainty.
If this unprecedented health and economic crisis can be improved in the near term with vaccination,
the Group expects that its performance to improve for the financial year ending 31 December 2023.
In addition, due to the impact of trade war between the People’s Republic of China (“PRC”) and the
United States of America, economic slowdown in PRC and outbreak of swine fever, the Government
of PRC had initiated financial assistance to companies in food processing industry. This is to avert any
possible financial crises in the near future. One of the Group’s subsidiaries is negotiating with Rural
Commercial Bank of Juxian and China Construction Bank for this special financial assistance scheme on
its current borrowings and may need further endorsement by the Government of PRC in the near future.
On 6 April 2023, the Group entered into a conditional share sale agreement with Tan Hwa Sing for the
proposed acquisition of 2,250,000 ordinary shares in KK Fresh Frozen Sdn Bhd (“KK Fresh”), representing
100% equity interest in KK Fresh for a total purchase consideration of RM30,000,0000 to be satisfied wholly
by issuance of 200,000,000 new ordinary shares in the Group at an issue price of RM0.15 per consideration
share.
35. Supplementary information - breakdown of accumulated profits/(losses) into realised and unrealised
The breakdown of the accumulated profits/(losses) of the Group and of the Company as at 31 December
2022 into realised profit/(loss) and unrealised profit is presented in accordance with the directive issued by
Bursa Securities dated 20 December 2010 and prepared in accordance with Guidance on Special Matter
No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to
MMLR, as issued by the Malaysian Institute of Accountants.
Group Company
2022 2021 2022 2021
RMB’000 RMB’000 RMB’000 RMB’000
(Restated)
128
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HB GLOBAL LIMITED
Certain comparative figures have been reclassified to conform with the current year’s presentation.
2021
As previously 2021
reported Reclassification As restated
RMB’000 RMB’000 RMB’000
Consolidated Statement of Financial
Position
31 December 2021
Trade and other receivables 50,521 1,000 51,521
Property, plant and equipment 211,462 (763) 210,699
Retained earnings 53,051 237 53,288
31 December 2020
Trade and other receivables 47,242 1,000 48,242
Property, plant and equipment 210,577 (811) 209,766
Retained earnings 90,384 189 90,573
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
31 December 2021
Administrative expenses (35,799) 48 (35,751)
Consolidated Statement of Cash Flows
31 December 2021
Loss before income tax (38,537) 48 (38,489)
Depreciation of property, plant and
equipment 14,454 (48) 14,406
129
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HB GLOBAL LIMITED
At the date of authorisation of these financial statements, the Group has not adopted the following standards
applicable to the Group that have been issued but not yet effective:
The directors are still in their preliminary assessment of the above standards but expect that the adoption
of these new standards will not have any material impact on the financial statements in the year of initial
application.
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HB GLOBAL LIMITED
The landed property of the Group as at the date of this Annual Report is as follows:
(i) Land
Our subsidiary, Shandong Hengbao has obtained the State-owned Land Use Right Certificates for the
following four (4) parcels of land, the details of which are set out below:
State-owned
Land Use Right Audited
Certificate No. Tenure / Land Area NBV as at
/ Certificate Expire of Revaluation / (Square 31.12.2022
No. Land No. / Location Issuance Date Tenure Acquisition Metres) RMB’000
1. Anzhuang Town Baowa Lu (2017) Ju 43 years / 2022 35,257.00 7,862
Village East, property rights 13.10.2061
Daohuang Road West, No. 0006656/
Ju Country 01.11.2017
Shandong
2. South of Qingzhou Road, Juguoyong 43 years / 2022 65,046.00 18,408
East of Chengyang Road, (2015) No. 116/ 28.07.2061
Ju Country 07.12.2015
Shandong
3. Weifang Road No. 39, Lu (2016) Ju 48 years / 2022 24,034.00 6,922
Ju Country property rights 01.07.2066
Shandong No. 0000826/
10.06.2011
4. Yanzhuang Town Dachang Lu (2017) Ju 45 years / 2022 64,426.96 6,134
Anpo Village, Jianhua property rights 08.11.2058
Village, Ju Country No. 0006660/
Shandong 01.11.2017
Grand Total 188,763.96 39,326
Details of the Leasehold Building and Infrastructure held by our subsidiary, Shandong Hengbao and Juxian
Hengbao are set out below :-
Certificate of
Real Estate Built-up Audited
Ownership No. Area Approximate NBV as at
Description / / Certificate of (Square Age Revaluation/ 31.12.2022
No. Location Existing Use Issuance Date Metres) (Years) Acquisition RMB’000
1. First Production Plant A single-storey Lu (2017) Ju 28,221.12 10 2022 28,131
North of Weifang factory building property rights
Middle Road No. 1, and a five-storey No. 0006660/
Ju County Shandong workers’ hostel, 01.11.2017
Province PRC warehouse and
workers’ hotel
2. Third Production Plant A single-storey Lu (2016) Ju 18,807.50 5 – 12 2022 52,894
North of Weifang factory building property rights
Road No. 1, Ju County / Production No. 0000826/
Shandong plant 10.06.2011
Province PRC
131
ANNUAL REPORT 2022
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Certificate of
Real Estate Built-up Audited
Ownership No. Area Approximate NBV as at
Description / / Certificate of (Square Age Revaluation/ 31.12.2022
No. Location Existing Use Issuance Date Metres) (Years) Acquisition RMB’000
3. Head Quarter and R&D An eight storey Ju Fang Quan 8,725.39 9 – 12 2022 21,765
Centre office building Zheng Cheng
North of Weifang equipped with Qu Zi
Road No. 1, Ju County R&D facilities No. 20134138 /
Shandong 24.10.2013
Province PRC
4. Incubation Facilities A single storey Lu (2017) Ju 16,297.00 9 – 10 2022 26,533
ZhuDi North Avenue, factory building property rights
West AnZhuang Town, /hatching plant No. 0006656/
Ju County Shandong 01.11.2017
Province PRC
5. Duck Farm 1 A duck farm * 21,450.00 9 – 10 2022 10,892
ZhuDi North Avenue, completed 15
West AnZhuang Town, duck sheds
Ju County Shandong
Province PRC
6. Duck Farm 2 A duck farm * 21,372.72 9 – 10 2022 9,836
ZhuDi North completed 15
Avenue,West duck sheds
AnZhuang Town,
Ju County Shandong
Province PRC
7. Duck Farm 3 A duck farm * 16,008.00 9 2022 12,357
2011-18 / completed 15
ShiQuanGuanZhuan duck sheds
Village, QiShan Town,
Ju County Shandong
Province, PRC
Grand Total 162,408
* The company has yet to receive certificate of real estate ownership as at to date
132
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STATISTICS OF SHAREHOLDINGS
AS AT 28 MARCH 2023
SUBSTANTIAL SHAREHOLDERS
(ACCORDING TO THE COMPANY’S REGISTER OF SUBSTANTIAL SHAREHOLDERS AS AT 28 MARCH 2023)
No. Name of Substantial Shareholder No. of Shares held No. of Shares held
Direct % Indirect %
(a) Deemed interested by virtue of his interest in Hengbao Foodstuffs Holding Limited pursuant to Section 4A of
the Companies Act of Singapore, Cap.50
133
ANNUAL REPORT 2022
HB GLOBAL LIMITED
134
ANNUAL REPORT 2022
HB GLOBAL LIMITED
412,512,540 52.4339
135
ANNUAL REPORT 2022
HB GLOBAL LIMITED
NOTICE IS HEREBY GIVEN that the Sixteenth (16th) Annual General Meeting of HB Global Limited (“HB Global”)
will be held on a fully virtual basis through live streaming and Remote Participation Voting Facilities provided by
Agmo Digital Solutions Sdn Bhd via its Vote2U Online website at https://web.vote2u.my on Friday, 23 June 2023
at 11.00 a.m. or at any adjournment thereof, to transact the following businesses:-
AGENDA
1. To receive the Audited Financial Statements of the Company and of the Group (Please refer to
for the financial year ended 31 December 2022 together with the Reports of the Explanatory Note 1)
Directors and Auditors thereon.
2. To re-elect Mr Shen Hengbao who retires pursuant to Clause 99.1 of the Company’s (Ordinary Resolution 1)
Constitution.
3. To re-elect Mr Ho Pui Hold, who retires pursuant to Clause 99.1 of the Company’s (Ordinary Resolution 2)
Constitution.
4. To re-elect Mr Khoo Lay Tatt who retires pursuant to Clause 101 of the Company’s (Ordinary Resolution 3)
Constitution.
5. To approve the payment of Directors’ fees of RM76,000 for the financial year (Ordinary Resolution 4)
ended 31 December 2022.
6. To re-appoint Messrs UHY Lee Seng Chan & Co. as Auditors of the Company for (Ordinary Resolution 5)
the ensuing year and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESSS
To consider and if thought fit, with or without modifications to pass the following
resolution: -
“THAT pursuant to the provisions of Section 161 of the Companies Act of Singapore,
Cap. 50, and subject otherwise to the provisions of that Act and the Constitution
of the Company, the Directors be and are hereby authorised to issue shares of
the Company to such persons and on such terms and conditions and with such
rights or restrictions as they may think fit to impose, provided that the aggregate
number of shares to be issued does not exceed 10% of the issued share capital
of the Company for the time being, and subject always to the approval of all
the relevant regulatory bodies having been obtained for such allotment and
issue, and that such authority shall continue in force until the conclusion of the
next Annual General Meeting or the expiration of the period within which the
next Annual General Meeting of the Company is required by law to be held,
whichever is the earlier.
AND THAT in connection with the above, pursuant to Clause 54 of the Company’s
Constitution, the shareholders of the Company by approving this resolution are
deemed to have waived their pre-emptive rights over all new shares, options over
or grants of new shares or any other convertible securities in the Company and/or
any new shares to be issued pursuant to such options, grants or other convertible
securities, such new shares when issued, to rank pari passu with the existing shares
in the Company.”
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ANNUAL REPORT 2022
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8. Retention of Mr Yang Chin Shen as an Independent Non-Executive Director of the (Ordinary Resolution 7)
Company
9. To transact any other business of the Company for which due notice shall have
been given.
1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at the
virtual AGM using RPV Facilities provided by Agmo Digital Solutions Sdn. Bhd. via its Vote2U online website at
https://web.vote2u.my.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than
two (2) proxies to attend and vote in his stead. A proxy may but need not be a member and / or a qualified
legal practitioner, an approved company auditor or a person approved by the Registrar of Companies.
3. Where a member duly executes the form of proxy but does not name any proxy, such member shall be
deemed to have appointed the Chairman of the meeting as his/their proxy, provided always that the rest
of the proxy form, other than the particulars of the proxy have been duly completed by the member.
4. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the
proportion of his holding to be represented by each proxy.
5. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories
Act which is exempted from compliance with the provision of subsection 25A(1) of the Central Depositories
Act which holds ordinary shares in the Company for multiple beneficial owners in one Securities Account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may
appoint in respect of each omnibus account it holds.
6. In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or
under the hand of an officer or attorney, duly authorised.
7. The instrument appointing a proxy must be deposited at the Company’s Share Registrar’s Office in Malaysia,
Aldpro Corporate Services Sdn Bhd at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan
Syed Putra Utara, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia not less than 48 hours
before the time for holding the Meeting or any adjournment thereof.
8. For the purpose of determining a member who shall be entitled to attend the 16th Annual General Meeting,
the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to issue a General Meeting Record
of Depositors as at 13 June 2023. Only members whose name appears on the Record of Depositors as at
13 June 2023 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/
her behalf.
137
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EXPLANATORY NOTES
1. Audited Financial Statements for the Financial Year Ended 31 December 2022
The Agenda 1 is meant for discussion only as Section 174(5) of the Companies Act of Singapore provide
that the audited financial statements are to be laid in the general meeting and does not require a formal
approval of the shareholders. Hence, this Agenda item is not put forward for voting.
The following Directors are standing for re-election as Directors of the Company pursuant to the following
clauses of the Company’s Constitution at the 16th AGM of the Company and are being eligible have
offered themselves for re-election in accordance with the Company’s Constitution:
The Board of Directors, through the Nomination Committee, has deliberated on the suitability of the Retiring
Directors to be re-elected as Directors. Upon deliberation, the Board (except for the respective Director
concerned) collectively agreed that the Retiring Directors meet the criteria of character, experience,
integrity, competence and time commitment to effectively discharge their respective roles as Directors of
the Company and recommended the Retiring Directors be re-elected as the Directors of the Company.
The Proposed Ordinary Resolution 6, if passed, is a renewal of the general mandate to empower the Directors
to issue and allot shares up to an amount not exceeding 10% of the issued share capital of the Company
for the time being for such purposes as the Directors consider would be in the best interest of the Company.
This authority, unless revoked or varied by the Company at a General Meeting, will expire at the next Annual
General Meeting.
The General Mandate will provide flexibility to the Company for any possible fund-raising activities, including
but not limited to further placing of shares, for the purpose of funding future investment project(s), workings
capital and/or acquisitions.
As at the date of this notice, a total of 7,700,000 new ordinary shares had been issued on 23 December 2022
by way of private placement pursuant to the General Mandate granted to the Directors at the 15th AGM
held on 30 May 2022, raising RM1,193,500 for the Company.
Pursuant to Clause 54 of the Constitution of the Company, shareholders have pre-emptive rights to be
offered any new shares in the Company which rank equally to the existing issued shares in the Company or
other convertible securities.
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The proposed Ordinary Resolution, if passed, will exclude your pre-emptive right to be offered new shares
and/or convertible securities to be issued by the Company pursuant to the said Ordinary Resolution.
4. Ordinary Resolution 7 : Retention of Mr Yang Chin Shen as an Independent Non-Executive Director of the
Company
Mr Yang Chin Shen (“Mr Yang”) was appointed as an Independent Non-Executive Director of the Company
on 28 February 2014. He has served the Company for a cumulative term of more than nine (9) years. The
Nomination Committee and the Board of Directors of the Company, after having assessed the independence
of Mr Yang, consider him to be independent based on amongst others, the following justifications and
recommend that Mr. Yang be retained as an Independent Non-Executive Director of the Company subject
to the shareholder’s approval through a two-tier voting process: -
a) He was able to bring independent and objective judgment to the Board’s deliberations;
b) He has not been involved in any business or other relationship which could hinder the exercise of
independent judgement, objectivity or his ability to act in the best interest of the Company;
c) He has no potential conflict of interest, whether business or non-business related with the Company;
d) His experience enables him to provide the Board with a diverse set of experience, expertise, skills and
competence; and
e) He has exercised due care during his tenure as Independent Non-Executive Director of the Company
and carried out his professional duties in the interest of the Company and Shareholders.
No notice of nomination has been received to date from any member nominating any individual for election
as a Director at the 16th Annual General Meeting of the Company. There is therefore no individual standing for
election as Director, save for the above Directors who are standing for re-election.
Further details of Directors standing for re-election as Director is set out in his profile which appear in the Directors’
Profile of this Annual Report and the details of his interests in the securities of the Company is disclosed in the
Statistics of Shareholdings of this Annual Report.
Please refer to Explanatory Note 3 for information relating to the general mandate for issue of securities.
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HB GLOBAL LIMITED NUMBER OF SHARES HELD CDS ACCOUNT NO.
Proxy Form
Signature of Shareholder(s)
(If shareholder is a corporation, this part should be executed under seal)
Date :
NOTES:
1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at the virtual AGM using RPV Facilities provided by
Agmo Digital Solutions Sdn. Bhd. via its Vote2U online website at https://web.vote2u.my.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead.
A proxy may but need not be a member and / or a qualified legal practitioner, an approved company auditor or a person approved by the Registrar of
Companies.
3. Where a member duly executes the form of proxy but does not name any proxy, such member shall be deemed to have appointed the Chairman of the
meeting as his/their proxy, provided always that the rest of the proxy form, other than the particulars of the proxy have been duly completed by the member.
4. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holding to be represented by each proxy.
5. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories Act which is exempted from compliance with
the provision of subsection 25A(1) of the Central Depositories Act which holds ordinary shares in the Company for multiple beneficial owners in one Securities
Account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus
account it holds.
6. In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of an officer or attorney, duly
authorised.
7. The instrument appointing a proxy must be deposited at the Company’s Share Registrar’s Office in Malaysia, Aldpro Corporate Services Sdn Bhd at B-21-1,
Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia not less than
48 hours before the time for holding the Meeting or any adjournment thereof.
8. For the purpose of determining a member who shall be entitled to attend the 16th Annual General Meeting, the Company shall be requesting Bursa Malaysia
Depository Sdn Bhd to issue a General Meeting Record of Depositors as at 13 June 2023. Only members whose name appears on the Record of Depositors
as at 13 June 2023 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
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Please affix
postage stamp
here
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HB GLOBAL LIMITED
(Company Registration No.:200608505W)
(Incorporated in Singapore under the Companies Act (Chapter 50) of Singapore)
[Malaysian Foreign Company Registration No.: 200902000048 (995221-H)]
(Registered as a foreign company in Malaysia under the Companies Act, 1965 of Malaysia)