Hudson Investment Group Limited
Annual Report 2019

Plain-text annual report

Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 ss Page | 1 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Contents Page Corporate Directory Chairman’s Report 2019 Review of Operations Directors’ Report Remuneration Report - Audited Auditor’s Independence Declaration Corporate Governance Statement Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cashflows Notes to Financial Statements Declaration by Directors Independent Auditors’ Report Shareholder Information 3 4 5 8 13 18 19 32 33 34 35 36 69 70 74 Page | 2 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CORPORATE DIRECTORY Hudson Investment Group Limited Board of Directors ACN 004 683 729 ABN 25 004 683 729 Registered and Corporate Office Level 2 Hudson House 131 Macquarie Street Sydney NSW 2000 Telephone: +61 2 9251 7177 +61 2 9251 7500 Fax: corporate@higl.com.au Email: www.higl.com.au Website: Auditors K.S. Black & Co Level 1 251 Elizabeth Street Sydney NSW 2000 Telephone: +61 2 8839 3000 Lawyers Piper Alderman Level 23, Governor Macquarie Tower 1 Farrer Place Sydney NSW 2000 Telephone: +61 2 9253 9999 Bankers Commonwealth Bank of Australia Corporate Financial Services Business & Private Banking Level 9, Darling Park 1 201 Sussex Street Sydney NSW 2000 Telephone: +61 2 9118 7031 Australia & New Zealand Banking Group Limited Level 16, 20 Martin Place Sydney NSW 2000 Telephone: +61 2 9216 2200 John W Farey (Non-Executive Chairman) Alan Beasley (Managing Director) Wei Huang (Executive Director) John J Foley Dr Cheng Fong Han Warren Wen-Shih Choo (Alternate Director) Joint Company Secretaries Henry Kinstlinger Mona Esapournoori Chief Financial Officer Francis Choy Risk & Compliance Allan Scadden Share Registry Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3001 Telephone: 1300 850 505 (within Australia) ASX Code – HGL Hudson Investment Group Limited shares are listed on the Australian Securities Exchange. This financial report covers the Consolidated Entity consisting of Hudson Investment Group Limited and its controlled entities. Hudson Investment Group Limited is a company limited by shares, incorporated and domiciled in Australia. Page | 3 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CHAIRMAN’S REPORT 2019 It is with pleasure that I present to you the Annual Report for Hudson Investment Group Limited (HGL or the Company) for the twelve months to 31 December 2019. We are pleased to report that the Company recorded a consolidated net profit of $3.15 million for the year ending 31 December 2019. We are pleased to advise that the improved results from the last financial year are indicative of steady operations from the Company’s Warnervale properties, increased valuations commensurate with the improved state of the industrial property market and falling interest rates generally reflecting higher asset values and decreased capitalisation rates. The acquisition of the Brookes Street Bowen Hills, and 30% interest in 43 Regent Street Woolloongabba QLD properties (both collectively the Brisbane Properties) has allowed HGL to diversify its property portfolio. The acquisition of the Brisbane Properties increased the size of the Company’s existing operations and assets of the Company as the properties have appreciating value and development potential. The acquisition was structured in a manner as to not impact on the Company’s cash position as it was funded through the issue of new securities and cash received through their issue. In March 2019 the Company entered a put and call option agreement to purchase the remaining 70% interest in 43 Regent Street Woolloongabba QLD property, which will further strengthen the Company’s property investment portfolio. In May 2019, the Company consolidated its share capital through the conversion of every 10 shares into 1 share. This allowed to bring the Company’s share to a level broadly comparable to the Company’s peer group of companies, as the total issued capital was reduced from 593,598,683 shares to 59,359,935 shares. Looking to the future, the focus of the Company to continually develop its property portfolio to achieve its dual objective of capital appreciation and increased revenue, will strengthen the Company’s strategic positioning for future ensuing growth. On behalf of the Board of Directors, I would like to thank both the Company’s management team for their continued hard work and dedication and to our shareholders for their continuing support and involvement in the Company. We look forward to a successful year in 2020. John W Farey Non-Executive Chairman 16 March 2020 Page | 4 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 REVIEW OF OPERATIONS Hudson Investment Group Limited (ASX: HGL) is an ASX-listed company focusing on industrial residential and commercial property development, and currently owns the following properties: • • • • • 171-175 Sparks Road, Halloran, New South Wales 59 Mountain Road, Halloran, New South Wales (both collectively the Warnervale Properties); 47 Brookes Street, Bowen Hills, Queensland 41-43 Brookes Street, Bowen Hills Queensland (both collectively the Bowen Hills Properties); and 30% interest in 43 Regent Street, Woolloongabba, Queensland (the Regent Street Property) Highlights • January 2019 – acquired property at Brookes Street, QLD by way of issuance of share capital at $0.035 per share and cash consideration • April 2019 – acquired 30% property at Regent Street, QLD for $1.2 million • May 2019 – issued share capital consolidated 10:1 reducing total issued shares to 59,359,935. Warnervale Property • Approximately 44.5 hectares of land is strategically located within the Wyong Employment Zone (WEZ) and is situated some 12 kilometres by road to the north of the Wyong Town Centre, on the NSW Central Coast • WEZ encapsulates the Warnervale Industrial Park which includes the Woolworths Distribution Centre, along with freestanding warehouse buildings and small unit estates interspersed • Valuation of (a) Western Land (b) Eastern Land Lease income 31 December 2019 was approximately $1.03 million • $24.2 million $17.9 million $6.3 million Location of Warnervale Properties – Western and Eastern Lands Page | 5 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Bowen Hills Properties • • The site located in the Brisbane CBD fringe suburb of Bowen Hills, approximately 2.4 kilometres north east of the Brisbane General Post Office. The site is well services by public transport with the Bowen Hills Train Station located 800 metres to the north east and Fortitude Valley Train Station located 900 metres to the south. • Major surrounding precincts include the RNA showgrounds to the north west and the Royal Brisbane and Women’s Hospital to the west. Land size – 2,022m2 • • Brookes Street frontage – 40.2 metres approximately • • • Valuation 31 December 2019 was $10.25 million • Exhibition Street – 40.2 metres approximately Lease income 31 December 2019 was approximately $0.32 million In June 2019 the property was rezoned by Economic Development Queensland (EDQ) from Residential High Intensity to Mixed Use Zone and this resulted in an increase in the plot ratio from 3.0 to 6.0, and maximum height from 12 storey to 24 storeys The Development Application (DA) is to be submitted during the 1st quarter of 2020 • Regent Street Property • HGL entered into a sale and purchase agreement to acquire 30% of the Regent Property Trust (the Trust) that owns the Regent Street Property Development located at 43 Regent Street, Woolloongabba QLD 4102 (Regent Street Project) for $1.2 million. Bowen Hills Artist Impression – Conceptual Commercial Design The option agreement is exercisable by 30 June 2021. • HGL also entered into a put and call option agreement to purchase the remaining 70% of the Trust • • Development approval received for the construction of 54 apartments over 11 levels. • Case Meallin has been appointed the Project Manager for the Regent Street Project. • Other partners in the project are being assessed for engagement. • • Construction due to commence 2nd quarter 2020. Estimated completion 3rd quarter 2021. Artist’s impression of Regent Street Project Page | 6 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Results for 2019 The results for 2019 are reflective of • • • steady operations from our Warnervale properties increased valuations commensurate with the improved state of the industrial property market falling interest rates generally, reflecting higher asset values and decreased capitalisation rates. Outlook for 2020 • • • • Plans to further develop our Warnervale properties to unlock greater value Proceed with the Regent Street Project in Woolloongabba, Brisbane Submit a DA for our Brookes Street property in Bowen Hills Brisbane. Seek out additional potential property investment opportunities. Commentary The improved results from the last financial year reflect our steady operational activities at Warnervale through the leasing of property to 2 tenants who are benefitting from the buoyant activity in their industries. Better Concrete Products (BCP) manufacture a significant number of different concrete products from small drainage housings, to mammoth structural supports for road freeways and bridges. The increased government spend in infrastructure, particularly highways and associated infrastructure has seen BCP benefit from increased activity and therefore revenue and profitability. BCP have been ongoing tenants for some 5 years. Bunnings Frame and Truss business has leased the Warnervale site for some 20 years. While the boom times in house construction has slowed a little in the last 6 months, Bunnings have the products and reputation to maintain their dominance of this sector. Plans are afoot to expand operations and we have sufficient additional land to satisfy their growth ambitions. The purchase of the Brisbane properties has been a good strategic move to diversify HGL in the property market sectors, rather than being wholly dependent on the industrial sector, we are now engaged in the residential and commercial market sectors. Additionally, we are now diversified geographically as well entering the Brisbane market for residential and commercial property development activities. We see the Brisbane market being an ideal sector in which to invest going forward as the demographic research shows Brisbane is growing at a faster rate than other capital cities in Australia, it is priced significantly lower than Sydney and Melbourne equivalent market sectors and additional Government and corporate spending on infrastructure and developments will improve this property market for demand and value going forward. Our Regent Street property is strategically located near hospitals, universities, new light rail projects, and close to the Brisbane CBD. Our Bowen Hills properties have already benefitted in value from a rezoning from 12 to 24 levels and a plot ratio increase from 3:1 to 6:1, since we acquired the property. The almost $3 billion redevelopment projects being undertaken by Lend lease in the Bowen Hills area adjacent to our Brookes St site we believe will also benefit our property values going forward. Generally, we are happy with the activities and results for the 2019 year and quietly confident of a good year in 2020, as we continue to look for additional projects for the future years. Alan Beasley Managing Director 16 March 2020 Page | 7 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 DIRECTORS’ REPORT Your Directors present their report together with the financial statements on the consolidated entity (referred to hereafter as the Group) consisting of Hudson Investment Group Limited (the Company) and the entities it controlled at the end of or during the year ended 31 December 2019. Principal activities The principal activities of the Group during the financial year were investment and development of properties in Australia Operating results The consolidated net profit after tax for the financial year ended 31 December 2019 was $3.15 million compared to a net profit after tax of $1.23 million for the previous corresponding financial year. Total Shareholders’ Funds as at 31 December 2019 were $24.8 million (2018: $11.35 million) and the Net Tangible Asset per share is 41.78 cents (2018:3.88 cents). Review of Operations Information on the operations of the Group and its business strategies and prospects is disclosed in both the Chairman’s Report and the Review of Operations contained on pages 5 to 7 of this Annual Report. Dividends The Directors of the Company do not recommend that any amount be paid by way of dividend (2018: nil). Meetings of Directors The number of Directors’ Meetings and Directors’ Committee Meetings held, and the number of these meetings attended by each of the directors of the Company during the financial year were: Directors Meetings Remuneration Committee Meetings Audit Committee Meetings Director Attended A Beasley J Farey Wei Huang* J Foley Dr Cheng Fong Han 8 8 2 8 8 Held Whilst in Office 8 8 2 8 8 Attended 1 1 1 1 1 Held Whilst in Office 1 1 1 1 1 Attende d 1 1 1 1 1 Held Whilst in Office 1 1 1 1 1 * Mr Wei Huang was appointed as director on 4 June 2019 Page | 8 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 INFORMATION ON DIRECTORS AND MANAGEMENT DIRECTORS The following persons held office as Directors of the Company at any time during or since the end of the financial year: John W Farey Alan P Beasley Wei Huang John J Foley Dr Cheng Fong Han Non-Executive Chairman Managing Director Executive Director Non-Executive Director Non-Executive Director Appointed 4 June 2019 All Directors have been in office since the commencement of the financial year unless otherwise stated. John Farey, B. Com, FAIM, FAICD Non-Executive Chairman - appointed on 1 February 2002 Experience and Expertise John W Farey has over 45 years’ experience in financial services including merchant and investment banking. Other Current Directorships of Listed Companies Former Directorships in the Last Three Years of Listed Companies Special Responsibilities Interests in Shares and Options Nil Raffles Capital Limited (ASX: RAF) Chairman of the Board Member of the Audit Committee Direct interest in 1,000 shares Alan Beasley, B.Ec, CPA, FGIA, FAICD Managing Director - appointed on 19 January 2015 Experience and Expertise Other Current Directorships of Listed Companies Mr Beasley is a Non-Executive Director and former Director of a number of publicly listed and unlisted companies. Mr Beasley was educated at the University of New England (BEc) and Stanford Graduate Business School, USA. AFT Corporation Ltd (ASX: AFT) THC Global Group Limited (ASX: THC) Former Directorships in the Last Three Years of Listed Companies Special Responsibilities Raffles Capital Limited (ASX: RAF) Esperance Minerals Limited (ASX: ESM) Managing Director Interests in Shares and Options Direct interest in 160,000 shares. Wei Huang, B.Ec, MComm Executive Director - appointed on 4 June 2019 Experience and Expertise Wei Huang graduated with Bachelor of Economics from Macquarie University and a Master of Commerce from the University of New South Wales. He is a member of CPA Australia and has experience in financial control, new business start-ups and development within the textile, retail, financial services, construction and mining sectors in Australia and internationally. Other Current Directorships of Listed Companies Former Directorships in the Last Three Years of Listed Companies Special Responsibilities Interests in Shares and Options Indirect interest in 6,000,000 shares Page | 9 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 John Foley BD LLB BL (Dub) MAICD Non-Executive Director - appointed on 6 August 2014 Experience and Expertise Mr Foley has wide-ranging experience manufacturing, legal, financial and investment related industries. His commercial and legal background provides knowledge and experience to the Company. Citigold Corporation Limited resources, industrial, in Other Current Directorships of Listed Companies Former Directorships in the Last Three Years of Listed Companies Special Responsibilities Nil Member of Audit Committee Chair of the Remuneration Committee Interests in Shares and Options Nil Dr Cheng Fong Han BSc. PhD. Non-Executive Director - appointed on 1 June 2017 Experience and Expertise Dr Han is the current Executive Chairman of Hua Xia International Investments Ltd. He has previously held appointments as Group CEO and Managing Director of Fraser and Neave Limited and DBS Land Limited, Deputy Managing Director of Petrochemical Corporation of Singapore, and Chairman of Australand Holdings Ltd (1996-2000). Dr Han has also served as Permanent Secretary to the Ministry of Manpower (Singapore) (1978-1984). Other Current Directorships of Listed Companies Former Directorships in the Last Three Years of Listed Companies Special Responsibilities Interests in Shares and Options Nil Nil Nil Nil Mr Warren Wen-Shih Choo BSc. Alternate Director to Dr Cheng Fong Han – appointed on 1 June 2017 Experience and Expertise Mr Choo currently serves as Assistant General Manager of Tridex Pte Ltd and Alternate Director at Transmex Systems International Pte Ltd. Mr Choo has a background in engineering. Other Current Directorships of Listed Companies Former Directorships in the Last Three Years of Listed Companies Special Responsibilities Interests in Shares and Options Nil Nil Nil Nil Page | 10 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 MANAGEMENT Henry Kinstlinger Joint Company Secretary – Appointed 16 March 2016 Experience and Expertise Henry Kinstlinger has, for the past thirty years, been actively involved in the financial and corporate management of a number of public companies and non-governmental organisations. He is currently the Company Secretary of Australian Bauxite Limited, Frontier Capital Group Limited, THC Global Group Limited and Jayride Group Limited. He is a corporate consultant with broad experience in investor and community relations and corporate and statutory compliance. Mona Esapournoori Joint Company Secretary – appointed 5 June 2018 Experience and Expertise Mona Esapournoori holds a Bachelor of Law from University of Western Sydney. She is admitted as a solicitor with the Law Society of New South Wales. Francis Choy MCom MBA FCPA (HK) FCPA CA Chief Financial Officer Experience and Expertise Francis Choy has held a number of senior positions in corporate financial management roles throughout Australia and South East Asia. He has extensive experience in project finance, compliance, acquisition and investment appraisals. He has been involved in project finance, financial management of property development and telecommunication projects in South East Asia. He held senior financial roles for numerous public listed companies both in Hong Kong and Australia. LIKELY DEVELOPMENTS Information on likely developments in the operations of the Group, known at the date of this report has been covered generally within the report. In the opinion of the Directors providing further information would prejudice the interests of the Group. RISK MANAGEMENT The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that activities are aligned with the risks and opportunities identified by the Board. The Company believes that it is crucial for all Board members to be a part of this process, and as such the Board has not established a separate risk management committee. The Board has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the risks identified by the Board. These include the following: • Board approval of a strategic plan, which encompasses strategy statements designed to meet • stakeholders’ needs and manage business risk. Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets. LITIGATION Halloran Properties 1 Pty Ltd (Halloran Properties), a wholly owned subsidiary of Hudson Investment Group Limited commenced proceedings in the Supreme Court of NSW for the return of the deposit of $675,000 paid for Lot 3, which is located at 143 Sparks Road, Warnervale. The defendants to these proceedings have filed a crossclaim against Halloran Properties 1 Pty Ltd. Page | 11 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 MATTERS SUBSEQUENT TO BALANCE DATE At the date of this report there are no other matters or circumstances that have arisen since 31 December 2019 that have significantly affected or may significantly affect: • • • The operations, in financial years subsequent to 31 December 2019 of the Group; The results of those operations; or The state of affairs, in financial years subsequent to 31 December 2019 of the Group. ENVIRONMENTAL REGULATIONS There has been no breach of environmental regulations during the financial year or in the period subsequent to the end of the financial year and up to the date of this report. The Company aims to ensure that the highest standard of environmental care is achieved, and that it complies with all relevant environmental legislation. The Directors are mindful of the regulatory regime in relation to the impact of the Company’s activities on the environment. To the best of the Directors’ knowledge, the Group has adequate systems in place to ensure compliance with the requirements of all environmental legislation described above and is not aware of any breach of those requirements during the financial year and up to the date of the Directors’ Report. Page | 12 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 REMUNERATION REPORT - AUDITED The information provided in this Remuneration Report has been audited as required by Section 308 (3c) of the Corporations Act 2001. This report outlines the remuneration arrangements in place for Directors and Executives of the Company. REMUNERATION COMMITTEE The Remuneration Committee reviews and approves policy for determining Executives’ remuneration and any amendments to that policy. The whole board sits as the Remuneration Committee which makes recommendations to the Board on the remuneration of Executive Directors (including base salary, incentive payments, equity awards and service contracts) and remuneration issues for Non-Executive Directors. The Committee meets as often as required but not less than once per year. The Committee met once during the period and Committee members attendance record is disclosed in the table of Directors Meetings shown on page 8. Options granted to directors and key management personnel do not have performance conditions. As such the Group does not have a policy for directors and key management personnel removing the “at risk” aspect of options granted to them as part of their remuneration. DIRECTORS’ AND OTHER KEY MANAGEMENT PERSONNEL REMUNERATION The following persons were Directors of the Company during the financial year unless otherwise stated: • John W Farey • Alan P Beasley • Wei Huang • John J Foley • Dr Cheng Fong Han Non-Executive Chairman Managing Director Executive Director Non-Executive Director Non-Executive Director Appointed 4 June 2019 The following persons were other key management personnel of Hudson Investment Group Limited during the financial year: • Henry Kinstlinger • Mona Esapournoori • Francis Choy Joint Company Secretary Joint Company Secretary Chief Financial Officer Executives’ remuneration and other terms of employment are reviewed annually having regard to relevant comparative information and independent expert advice. As well as basic salary, remuneration packages include superannuation. Directors are also able to participate in an Employee Share Plan. Remuneration packages are set at levels that are intended to attract and retain executives capable of managing the Group’s operations. Consideration is also given to reasonableness, acceptability to shareholders and appropriateness for the current level of operations. Remuneration of Non-Executive Directors is determined by the Board based on recommendations from the Remuneration Committee and the maximum amount approved by shareholders from time to time. PERFORMANCE CONDITIONS The elements of remuneration as detailed within the Remuneration Report are dependent on the satisfaction of the individual’s performance and Hudson Investment Group’s financial performance. The Board undertakes an annual review of its performance and the performance of the Board Committees. Details of the nature and amount of each element of the remuneration of each Director of the Company and each specified executive of the Company are set out in the following tables. The remuneration amounts are the same for the Company and the Group. Page | 13 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Directors and Other Key Management Personnel of Hudson Investment Group Limited Short Term Employee Benefits Salary and other fees Non-Monetary Benefits Post-Employment Benefits Superannuation Long Term Benefits Long Service Leave Total $ $ $ $ $ Consolidated 2019 Directors Alan P Beasley John W Farey Wei Huang John J Foley Dr Cheng Fong Han 210,000 22,000 127,500 - - Director - Total 359,500 Henry Kinstlinger Mona Esapournoori Francis Choy KMP - Total 2018 Directors Alan P Beasley John W Farey John J Foley Dr Cheng Fong Han Director - Total KMP Henry Kinstlinger Gananatha Minithantri Mona Esapournoori Francis Choy KMP - Total - - - - 220,000 15,000 - - 235,000 - - 5,000 20,000 25,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 210,000 22,000 127,500 - - 359,500 - - - - 220,000 15,000 - - 235,000 - - 5,000 20,000 25,000 The amounts reported represent the total remuneration paid by entities in the Group in relation to managing the affairs of all the entities within the Group. The remuneration has not been allocated between the individual entities within the Group as this would not be practicable. There is no performance conditions related to any of the above payments. There is no other element of Directors and other Key Management Personnel remuneration. Page | 14 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 EXECUTIVE SERVICE AGREEMENTS There was one service agreement in place formalising the terms of remuneration of Mr Beasley. The agreement has no specific term and may be terminated by either party upon reasonable notice. The Company may terminate the agreement in the event of serious misconduct by either party without any compensatory payment. CORPORATE SERVICE AGREEMENTS The Company has entered into a Corporate Service Agreement with Hudson Asset Management Pty Limited pursuant to which Hudson Asset Management Pty Limited has agreed to provide its management, registered office, administrative, accounting and secretarial services. The term of the Corporate Services Agreement has no fixed expiry term and the fee payable is that amount agreed between the parties from time to time. The terms of the Corporate Services Agreement provide that Hudson Asset Management Pty Limited shall act in accordance with the directions of the Board. SHARE OPTIONS GRANTED TO DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL There were no options granted during or since the end of the financial year to any of the Directors or other Key Management Personnel of the Company and the Group as part of their remuneration. At the date of this report there were no unissued shares under option to Directors or other Key Management Personnel of the Company. End of Remuneration Report Page | 15 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 DIRECTORS’ INTEREST The relevant interest of each Director in the share capital of the Company as shown in the Register of Directors’ Shareholdings as at the date of this report is: Directors’ Interest in shares and options of the Company and related bodies corporate Ordinary Shares (Number) Direct Interest Employee Share Plan Indirect Interest Total Director John Farey Alan Beasley Wei Huang John J Foley Dr Cheng Fong Han 1,000 160,000 - - - - - - - - - - 6,000,000 - - 1,000 160,000 6,000,000 - - Please refer to Note 25 of the financial statements for details. SHARES UNDER OPTION No options over issued shares or interests in the Company were granted during or since the end of the financial year and there were no options outstanding at the date of this report. LOANS TO DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL No loans were made to Directors or specified Executives of the Company and the Group under the Employee Share Plan during the financial year. Please refer to Note 25 for details. DIRECTORS’ AND OFFICERS’ INDEMNITIES AND INSURANCE During the financial year the Company paid an insurance premium, insuring the Company’s Directors, (as named in this report), Company Secretary, Executive officers and employees against liabilities not prohibited from insurance by the Corporations Act 2001. A confidentiality clause in the insurance contract prohibits disclosure of the amount of the premium and the nature of insured liabilities. PROCEEDINGS ON BEHALF OF THE COMPANY Other than the matter referred to in the Directors’ Report no person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purposes of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in or on behalf of the Company with leave of the Court under Section 237 of the Corporations Act 2001. ROUNDING OF AMOUNTS The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s Independence Declaration as required under Section 307C of the Corporations Act 2001 has been received and is set out on page 18. NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group are important. Details of the amounts paid or payable to the auditor K.S. Black & Co for audit and non-audit services provided during the year are set out below. Page | 16 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 The Board of Directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • • all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor. none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. AUDITOR’S REMUNERATION During the year the following fees were paid or payable for services provided by the Auditor of the parent entity, its related practices and non-related audit firms: Consolidated 2019 $ 2018 $ Audit services: Amounts paid or payable to auditors for audit and review of the financial report for the entity or any entity in the Group Audit and review services fees 25,620 27,945 Taxation and other advisory services: Amounts paid or payable to the Auditor for non-audit taxation services for the entity or any entity in the Group Taxation services Advisory services Total AUDITOR 4,665 - 30,285 1,695 22,500 52,140 K.S. Black & Co continues in office in accordance with Section 327 of the Corporations Act 2001. This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a Resolution of the Board of Directors. Wei Huang Executive Director Signed at Sydney 16 March 2020 Alan Beasley Managing Director Page | 17 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 AUDITOR’S INDEPENDENCE DECLARATION Page | 18 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CORPORATE GOVERNANCE STATEMENT Corporate Governance Plan The Company has adopted this Corporate Governance Plan, which forms the basis of a comprehensive system of control and accountability for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. To the extent they are applicable to the Company, the Board has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd Edition (“Principles and Recommendations”). In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size and scope, the size of the board and the implementation of additional corporate governance policies and structures will be reviewed. a) Board Responsibilities The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to: 1. maintain and increase Shareholder value; 2. ensure a prudential and ethical basis for the Company's conduct and activities; 3. ensure compliance with the Company's legal and regulatory objectives consistent with these goals, and to achieve this the Board assumes the following responsibilities: 4. developing initiatives for profit and asset growth; i. ii. iii. reviewing the corporate, commercial and financial performance of the Company on a regular basis; acting on behalf of, and being accountable to, the Shareholders; and identifying business risks and implementing actions to manage those risks and corporate systems to assure quality. The Company is committed to the circulating of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully-informed basis. b) Composition of the Board Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles: 1. 2. the Board is to comprise persons with a blend of skills, experience and attributes appropriate for the Company and its businesses; and the principal criteria for the appointment of new Directors are their ability to add value to the Company and its business. All incumbent Directors bring an independent judgement to bear in deliberations and the current representation is considered adequate given the stage of the Company's development. The names, qualifications and relevant experience of each Director will be set out in the Annual Reports of the Company. c) Code of Conduct As part of its commitment to recognising the legitimate expectations of stakeholders and promoting practices necessary to maintain confidence in the Company's integrity, the Company has an established Code of Conduct (the Code) to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the responsibility and accountability required of the Company's personnel for reporting and investigating unethical practices or circumstances where there are breaches of the Code. These stakeholders include employees, clients, customers, government authorities, creditors and the community as a whole. This Code governs all of the Company's commercial operations and the conduct of Directors, employees, consultants, contractors an all other people when they represent the Company. This Code also governs the responsibility and accountability required of the Company's personnel for reporting and investigating unethical practices. The Board, management and all employees of the Company are committed to implementing this Code and each individual is accountable for such compliance. A copy of the Code is given to all employees, contractors and relevant personnel, including directors. Page | 19 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 d) Diversity Policy The Board has adopted a diversity policy which provides a framework for the Company to achieve, among other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives. e) Continuous Disclosure The Board has adopted a diversity policy which provides a framework for the Company to achieve, among other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives. f) Whistle-blower policy HGL is committed to the highest standards of conduct and ethical behaviour in all of our business activities, and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance. HGL encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving HGL's businesses, and will ensure that those persons who make a report shall do so without fear of intimidation, disadvantage or reprisal. g) Anti-bribery and corruption policy HGL has zero tolerance for bribery and corruption and are committed to identifying and preventing bribery and corruption. Any breach will be treated seriously and may result in disciplinary action, dismissal or termination of contract. h) Audit Committee and Management of Risk The Board has established an Audit and Risk Committee comprised of the full board. the Company is not of a size that justifies having a separate committee to oversee risk, so matters typically considered by such a committee are dealt with by the full Board. The Board has established an Audit and Risk Committee Charter governing the Audit and Risk Committee which is available on the Company's website (under "Corporate Governance"). Page | 20 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 i) Remuneration Arrangements The Board will decide the remuneration of an executive Director, without the affected executive Director participating in that decision-making process. The constitution of the Company provides that Directors are entitled to remuneration as the Directors determine, but the remuneration of the non-executive Directors must not exceed, in aggregate, a maximum amount fixed by the Company in general meeting of Shareholders for that purpose. This amount has been set at $200,000. A Director may be paid fees or other amounts (subject to any necessary Shareholder approval) (for example, non-cash performance incentives such as Options) as determined by the Board where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors' time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed. j) Shareholder Communications The Board strives to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and its Directors and to make well-informed investment decisions. Information is communicated to Shareholders through: 1. annual and half-yearly financial reports and quarterly reports; 2. annual and other general meetings convened for Shareholder review and approval of Board proposals; 3. continuous disclosure of material changes to ASX for open access to the public; and 4. the Company maintains a website where all ASX announcements, notices and financial reports are published as soon as possible after release to ASX. The auditor is invited to attend the annual general meeting of Shareholders. The Chairman will permit Shareholders to ask questions about the conduct of the audit and the preparation and content of the audit report. g) Trading in HGL Shares The Company's Share Trading Policy prohibits Directors from taking advantage of their position or information acquired, in the course of their duties, and the misuse of information for personal gain or to cause detriment to the Company. Directors, senior executives and employees are required to advise the Company Secretary of their intentions prior to undertaking any transaction in the Company's securities. If an employee, officer or director is considered to possess material non-public information, they will be precluded from making a security transaction until after the time of public release of that information. A copy of the Company's Share Trading Policy is available on the Company's website (under “Corporate Governance”). Page | 21 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 h) Corporate Social Responsibility The Company is committed to conducting its operations and activities in harmony with the environment and society, and wherever practicable to work in collaboration with communities and government institutions in decision-making and activities for effective, efficient and sustainable solutions. A copy of the Company's Environmental and Social Charter is available on the Company's website (under "Corporate Governance"). i) Departures from Recommendations The Company is required to report any departures from the recommendations in its annual financial report. Page | 22 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations PRINCIPLE PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendation 1.1 Response The entity should have and disclose a charter, which sets out the the respective roles and responsibilities of the board, the Chair and management; and includes a description of those matters expressly reserved to the board and those delegated to management Recommendation 1.2 Complies. The Company’s Corporate Governance Plan includes a Board Charter, which discloses specific responsibilities of the Board. The responsibilities delegated to the senior management team are set out in the Board Charter. the The Board Charter can be viewed at the Company’s website http://www.higl.com.au The entity should undertake appropriate checks before appointing a person or putting forward to security holders a candidate for election, as a director. The entity should provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. Recommendation 1.3 Complies. The Company has conducted appropriate checks for all current Directors. The Company will undertake appropriate checks described in Guidance Note 1, paragraph 3.15 issued by the ASX before appointing a person, or putting forward to Shareholders a candidate for election, as a Director. The entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Complies. Recommendation 1.4 The company secretary of the entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. Recommendation 1.5 The entity should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and the progress in achieving them. The entity should disclose in its annual report the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and its progress towards achieving them. Complies. The Joint Company Secretaries have been appointed and are accountable directly to the Board, through the Chairperson, on all matters to do with the proper functioning of the Board. Complies. The Board has established a Diversity Policy. The Diversity Policy is disclosed on the Company’s website. Page | 23 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 The entity should disclose in its annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. Details of the Company’s measurable objectives for achieving gender diversity and its progress towards achieving them and the entity’s gender diversity figures are set out in the Company’s annual report. Recommendation 1.6 The entity should have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Recommendation 1.7 The entity should have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE Recommendation 2.1 The entity’s board should have a nomination committee which has at least three members, a majority of whom are independent directors; and is chaired by an independent director. The entity should disclose the charter of the committee, the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. If the entity does not have a nomination committee, it should disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Recommendation 2.2 The entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Will comply. The Company will disclose the process for evaluating the performance of the Board, its committees and individual directors in its future annual reports. Details of the performance evaluations undertaken will be set out in future annual reports. Complies. Senior executive key performance indicators are set annually, with performance appraised by the Board, and reviewed in detail by the Board. The internal review is to be conducted on an annual basis and if deemed necessary an independent third party will facilitate this internal review. Details of the performance evaluations undertaken will be set out in future annual reports. Does not comply. The Company does not have a nomination committee Currently the role of the nomination committee is undertaken by the full Board. The Company intends to establish a nomination committee once the Company’s operations are of sufficient magnitude. The Company does not have a nomination committee. The Board evaluates the skills, experience of its members and then determines whether additional members should be invited to the Board to complement or replace the existing members. Does not yet comply. The Company intends to develop a board skill matrix setting out the mix of skills and diversity the Board has and requires. The skill matrix will be available at the Company’s website once finalised. Page | 24 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Recommendation 2.3 The entity should disclose the names of the directors considered by the board to be independent directors and the length of service of each director. The entity should disclose if a director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd edition) but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion Recommendation 2.4 Complies. John Farey, John Foley and Dr Cheng Fong Han are the independent directors. The independence of the directors and length of service of each director are set out in the Company’s annual report. Details of any relevant interest, position, association or relationship impacting upon a director’s independence are set out in the Company’s annual report. A majority of the board of the entity should be independent directors. Complies Recommendation 2.5 The chair of the board of the entity should be an independent director and, in particular, should not be the same person as the CEO / Managing Director of the entity. Recommendation 2.6 The entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. The Company has four directors. Three of these directors are independent directors. Complies The Chairman is independent and is not the Managing Director. The Company does have a separate CEO/managing director. Does not yet comply. Currently the induction of new directors and plan for professional development is managed informally by the full Board. The Company intends to develop a formal program for inducting new directors and providing appropriate professional development opportunities consistent with the development of the Company. PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY Recommendation 3.1 The entity should establish articulate and disclose its values Complies. The Board has a Code of Conduct to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the responsibility and accountability required of the Group’s personnel for reporting and investigating unethical practices or circumstances where there are beaches of the Code. The Code of Conduct is available on the Company’s website. Page | 25 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive; and (2) any other material breaches of that code that call into question the culture of the organisation. Recommendation 3.3 A listed entity should have and disclose a whistleblower policy and ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Recommendation 3.4 A listed entity should have and disclose an anti- bribery and corruption policy and ensure that the board or committee of the board is informed of any material breaches of that policy. Complies. The Company’s Corporate Governance Plan includes a Code of Conduct, which discloses the specific responsibility and accountability of HGL directors, senior executives and employees The Code of Conduct can be viewed at the Company’s website http://www.higl.com.au Complies. The Company’s Corporate Governance Plan includes a whistleblower policy, which encourages promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance. The whistleblower policy can be viewed at the Company’s website http://www.higl.com.au Complies. The Company’s Corporate Governance Plan includes a anti-bribery and corruption policy, which outlines the Company’s commitment to comply with the laws and regulations and acting in an ethical manner, consistent with the principles of honesty, integrity, fairness and respect. The anti-bribery and corruption policy can be viewed at the Company’s website http://www.higl.com.au PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING Recommendation 4.1 The board of the entity should have an audit committee, which consists only of non-executive directors, a majority of which are independent directors and is chaired by an independent chair that is not the chair of the board. The entity should disclose the charter of the committee, the members of the committee and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. Partially complies. The board has established an audit and risk committee Charter. Members of the committee comprise the whole board of directors who have appropriate and relevant financial experience to act in this capacity. A summary of the charter and details of the number of times the audit and risk committee met throughout the period and the individual attendances of the members at those meetings are set out in the Company’s annual report. The full audit and risk committee charter is available on the Company’s website Page | 26 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Recommendation 4.2 The board should disclose whether it has, before approving the entity’s financial statements for the financial period receive assurance from its Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively in all material respects in relation to financial reporting risks. Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. Complies. The Board requires the Managing Director and Chief Financial Officer to provide such a statement before approving the entity’s financial statements for a financial period. Complies. The Company goes through external auditor approval for its corporate reports. External auditor attends AGMs and is available to answer questions from Security Holders relevant to the audit. PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE Recommendation 5.1 The entity should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies. Complies. The Company has a written policy on information disclosure. The focus of these policies and procedures is continuous disclosure and improving access to information for investors. The Company’s continuous disclosure policy can be viewed at the Company’s website. Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. Complies. Complies. PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS Recommendation 6.1 The entity should provide information about itself and its governance to investors via its website. Complies. The Company has provided specific information about itself and its key personnel and has developed a comprehensive Corporate Governance Plan. Details can be found at the Company’s website. Page | 27 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Recommendation 6.2 The entity should design and implement an investor relations program to facilitate effective two-way communication with investors. Recommendation 6.3 The entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. Complies. The Company has established a Shareholder’s Communication Policy. The Company recognises the importance of forthright communications and aims to ensure that the shareholders are informed of all major developments affecting the Company. Details of the Shareholder’s Communication Policy can be found on the Company’s website. Complies. The Shareholder’s Communication Policy is available on the Company’s website and details are set out in the Company’s annual report. Will comply at the next relevant meeting Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. Complies. PRINCIPLE 7: RECOGNISE AND MANAGE RISK Recommendation 7.1 The board of a listed entity should have a committee or committees to oversee risk, each of which has at least three members, a majority of whom are independent directors and is chaired by an independent director. The entity should disclose the charter of the committee, the members of the committee and at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. Complies. The Board has established an audit and risk committee to oversee risk which is comprised of the whole Board. Complies The Company’s charter for the audit and risk committee is available at the Company’s website and the details of the number of times the committee met and the individual attendances is set out in the Company’s annual report. Page | 28 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Recommendation 7.2 The board or board committee should review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risk the entity faces and to ensure that they remain with the risk appetite set by the board. The entity should also disclose in relation to each reporting period, whether such a review has taken place Recommendation 7.3 The entity should disclose if it has an internal audit function, how the function is structured and what role it performs. If the entity does not have an internal audit function, the entity should disclose that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. Complies. The Company’s Corporate Governance Plan includes a Risk Management Review Procedure and Compliance and Control policy. The Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Board has delegated to the audit and risk committee the responsibility for implementing the risk management system. Details of the number of times the committee conducted a risk management review in relation to each reporting period will be disclosed in its annual reports. Does not yet comply. The Board has delegated the internal audit function to the audit and risk committee and intends to establish and implement the structure and role of the internal audit function. The Company will disclose the details of the internal audit function in its future annual reports. Recommendation 7.4 The entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Complies. The Company has an Audit and Risk committee appointed to manage economic sustainability and risk. Page | 29 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY Recommendation 8.1 The board should establish a remuneration committee which has at least three members, a majority of whom are independent directors and is chaired by an independent director. If the entity does not have a remuneration committee, the entity should disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. Recommendation 8.2 The entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives. Recommendation 8.3 If the entity has an equity-based remuneration scheme it should have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and disclose that policy or a summary of it. Does not yet comply due to the size of the Company. The entire board undertakes the functions normally delegated to a Remuneration Committee. The Board has adopted a Remuneration Committee Charter. However, the Company is not of a size that justifies having a separate Remuneration Committee so matters typically considered by such a committee are dealt with by the full Board. The Board has reviewed, through independent sources, the level and composition of remuneration for Directors and senior executives to ensure that such remuneration is appropriate and not excessive. Complies. The Company distinguishes the structure of Non- executive Directors’ remuneration from Executive Directors and senior executives. Details of the policies and practices regarding remuneration are set out in the Company’s annual report. The Remuneration Committee Charter is disclosed on the Company’s website. Complies. The Company’s Share Trading Policy prohibits executive staff from undertaking hedging or other strategies that could limit the economic risk associated with Company Securities issued under any equity-based remuneration scheme. The Share Trading Policy can be viewed on the Company’s website PRINCIPLE 9: ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES Recommendation 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. We do not have a director in this position and therefore this recommendation is not applicable. Page | 30 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. Recommendation 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. We do not have a director in this position and therefore this recommendation is not applicable. We do not have a director in this position and therefore this recommendation is not applicable. Page | 31 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2019 Revenue Cost of services Other income and expenses Cost of providing services and administration expenses Finance income Finance expenses PROFIT BEFORE INCOME TAX Income tax PROFIT AFTER TAX FOR THE YEAR OTHER COMPREHENSIVE INCOME Other comprehensive income Tax expenses Other comprehensive income after tax Total comprehensive income Profit attributable to non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY Earnings per shares Basic earnings per share (cents) Diluted earnings per share (cents) Notes 4 5 6a 6b 6c 7 Consolidated 2019 $’000 2018 $’000 1,660 (457) 3,067 (735) 33 (418) 3,150 - 3,150 - - - - 3,150 - 1,044 (118) 1,443 (701) 4 (440) 1,232 - 1,232 - - - - 1,232 - 3,150 1,232 18 18 Cents 5.31 5.31 Cents 0.42 0.42 The above Statement should be read in conjunction with the accompanying notes. Page | 32 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2019 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Investment properties Investment Other assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Accrued payable TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial liabilities Deferred tax liability Convertible Notes TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Reserves Accumulated losses Total equity attributable to equity holders of the parent entity Non-controlling interest TOTAL EQUITY Consolidated 2019 $’000 2018 $’000 Notes 8 9 11 12 10 13 14 7 15 16 17 17 245 52 120 417 33,843 2,082 2 35,927 36,344 181 10 191 11,350 - - 11,350 11,541 24,803 63,397 5,626 (44,220) 24,803 - 24,803 150 9 30 189 19,723 - 2 19,725 19,914 44 - 44 8,000 - 520 8,520 8,564 11,350 53,094 5,626 (47,370) 11,350 - 11,350 The above Statement should be read in conjunction with the accompanying notes. Page | 33 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2019 Consolidated Notes Balance at 1 January 2019 Share issued Share issuing costs Profit for the year Balance at 31 December 2019 Balance at 1 January 2018 Share issued Share issuing costs Profit for the year Balance at 31 December 2018 16 16 16 Issued Capital $’000 53,094 10,325 (22) - 63,397 52,598 500 (4) - 53,094 Reserves Accumulated Losses Total Equity $’000 5,626 - - - 5,626 5,626 - - - 5,626 $’000 (47,370) - - 3,150 (44,220) (48,602) - - 1,232 (47,370) $’000 11,350 10,325 (22) 3,150 24,803 9,622 500 (4) 1,232 11,350 The above Statement should be read in conjunction with the accompanying notes. Page | 34 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2019 Notes Consolidated 2019 $’000 2018 $’000 Cash flows from operating activities Receipts from customers Payments to suppliers, employees and service providers Interest received Interest paid Net cash provided by/(used in) operating activities 20a Cash flows from investing activities Payments for investment properties improvements Payments for purchases of investments Payments for property, plant and equipment Repayment from/advance (to) other parties Net cash (used in)/ provided by investing activities Cash flows from financing activities Proceeds from issuing share Share issuing cost Issued /(retired) convertible notes Bank borrowings Net cash provided by /(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 8 1,609 (1,146) 11 (371) 103 (451) (2,060) (10,630) - (13,141) 10,325 (22) (520) 3,350 993 (914) 4 (393) (310) (48) (696) - 106 (638) - (4) 520 500 13,133 1,016 95 150 245 68 82 150 The above Statement should be read in conjunction with the accompanying notes. Page | 35 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 1. CORPORATE INFORMATION The consolidated financial statements and notes of the Company for the year ended 31 December 2019 were authorised for issue in accordance with a resolution of the directors and covers Hudson Investment Group Limited (the Company) as the parent entity as well as the group consisting of Hudson Investment Group Limited and its subsidiaries as required by the Corporations Act 2001 (the Group). The consolidated financial statements and notes are presented in Australian currency. Hudson Investment Group Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of preparation This general-purpose financial report has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accountancy Standards Board and the Corporations Act 2001. Statement of Compliance Australian Accounting Standards ('AASBs') include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report of Hudson Investment Group Limited also complies with International Financial Reporting Standards. Critical accounting estimates and judgements Details of critical accounting estimates and assumptions about the future made by management at reporting date are set out below: – Impairment of assets The Company assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Calculations performed in assessing recoverable amounts incorporate a number of key estimates. Critical judgements Management have made the following judgements when applying the Group's accounting policies: – Recognition of deferred tax assets In line with the Group’s accounting policy (Note 2f) and as disclosed in Note 7, deferred tax assets have not been recognised. Going Concern This financial report has been prepared on a going concern basis, which contemplates the continuity of business activities and the realisation of assets and payments of liabilities in the normal course of business. The directors believe the Company will be able to pay its debts as and when they fall due and to fund near term anticipated activities. Page | 36 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued Historical cost convention These financial statements have been prepared on an accruals basis and are based on the historical cost convention except for where noted in these accounting policies. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. ASIC Class Order 98/100 The Company is of a kind referred to in ASIC Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. b. Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Hudson Investment Group Limited (“the parent entity”) as at the reporting date and the results of all subsidiaries for the year then ended. Hudson Investment Group Limited and its subsidiaries together are referred to in this financial report as the Group. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from the entity’s activities, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The financial performance of those entities is included only for the period of the year that they were controlled. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Minority interests in the results and equity of subsidiaries are shown separately in the consolidated Statement of Profit or Loss and Other Comprehensive Income and Statement of Financial Position respectively. Investments in subsidiaries are accounted for at cost in the individual financial statements of Hudson Investment Group Limited. c. Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments. Reporting to management by segments is on this basis. Page | 37 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued d. Foreign currency transactions and balances (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in Australian dollars, which is Hudson Investment Group Limited’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit or Loss and Other Comprehensive Income. (iii) Group companies The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • • • • assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that Statement of Financial Position; income and expenses for each Statement of Profit or Loss and Other Comprehensive Income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); retained earnings are translated at the exchange rates prevailing at the date of transactions; and all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, or borrowings repaid a proportionate share of such exchange differences are recognised in the Statement of Profit or Loss and Other Comprehensive Income as part of the gain or loss on the sale where applicable. e. Revenue recognition Revenue is recognised at the fair value of consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised: Sale of Goods Revenue from sale of goods is recognised when the significant risks and rewards of ownership have passed to the buyer and can be reliably measured. Risks and rewards are considered passed to buyer when goods have been delivered to the customer. Interest Interest revenue is recognised as it accrues taking into account the effective yield on the financial asset. Rental Income Rental income on investment properties is accounted for on a straight-line basis over the lease term. Contingent rentals are recognised as income in the periods when they are earned. All revenue is stated net of the amount of goods and services tax (GST). Page | 38 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued f. Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. The Company and its wholly owned entities are part of a tax-consolidated group under Australian taxation law. Hudson Investment Group Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). The amounts receivable/payable under tax funding arrangements are due upon notification by the entity which is issued soon after the end of each financial year. Interim funding notices may also be issued by the head entity to its wholly owned subsidiaries. These amounts are recognised as current inter-company receivables or payables. g. Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST 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 are stated with the amount of GST included. • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in Statement of Cash Flows on a gross basis except for the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Page | 39 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued h. Cash and cash equivalents For the purposes of the Statement of Cash Flows, cash includes cash and cash equivalents on hand and at call deposits with banks or financial institutions, investment in money market instruments maturing within less than 3 months, net of bank overdrafts. i. Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are due for settlement no more than 60 days from the date of recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that entities in the Group will not be able to collect all amounts due according to the original terms of receivables. j. Inventories Inventories include raw materials, work in progress and finished goods. Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. k. Impairment of assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting period. l. Financial instruments Recognition and initial measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Page | 40 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued Amortised cost is calculated as: (a) the amount at which the financial asset or financial liability is measured at initial recognition; (b) less principal repayments; (c) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and (d) less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments. (i) Financial assets at fair value through profit or loss Financial assets are classified at ‘fair value through profit or loss’ when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after reporting date. (All other loans and receivables are classified as non-current assets.) (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after reporting date. (All other investments are classified as current assets.) If during the period the Group sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale. Page | 41 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued (iv) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. Available-for-sale financial assets are included in non-current assets, except for those which are expected to be disposed of within 12 months after reporting date. (All other financial assets are classified as current assets.) (v) Financial Liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. Impairment At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the statement of comprehensive income. De-recognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. m. Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets is based on quoted market prices at the Statement of Financial Position date. The quoted market price used for financial assets held by entities in the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. Entities in the Group use a variety of methods and make assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to entities in the Group for similar financial instruments. Page | 42 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued n. Property, plant and equipment Land and buildings are shown at fair value, based on periodic valuations by external independent valuers, less subsequent depreciation for buildings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the re-valued amount of the asset. All other plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred. Increases in the carrying amounts arising on revaluation of land and buildings are credited to the asset revaluation reserve in equity. A revaluation surplus is credited to the asset revaluation reserve included within shareholder’s equity unless it reverses a revaluation decrease on the same asset previously recognised in the Statement of Profit or Loss and Other Comprehensive Income. A revaluation deficit is recognised in the Statement of Profit or Loss and Other Comprehensive Income unless it directly offsets a previous revaluation surplus on the same asset in the asset revaluation reserve. On disposal, any revaluation reserve relating to sold assets is transferred to retained earnings. Independent valuations are performed regularly to ensure the carrying amounts of land and buildings do not differ materially from the fair value at the Statement of Financial Position date. Land is not depreciated. Depreciation on other assets is calculated using the straight line, over their estimated useful lives, as follows: Plant and equipment • • Buildings 10 years (depreciation rate 10%) 30 years (depreciation rate 3.4%) The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each Statement of Financial Position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2 (m)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit or Loss and Other Comprehensive Income. o. Investment property Investment property is held for long-term rental yields and is not occupied by the Group. Investment property is carried at fair value, which is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. These valuations are reviewed annually. Changes in fair values are recorded in the Statement of Profit or Loss and Other Comprehensive Income as part of other income. p. Leases Company as lessee Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership but not the legal ownership are classified as finance leases and capitalised at inception of the lease at the fair value of the leased property, or if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the Statement of Profit or Loss and Other Comprehensive Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Page | 43 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued Capitalised leased assets are depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Leases where the lessor retains substantially all the risks and rewards of ownership of the net asset are classified as operating leases. Payments made under operating leases (net of incentives received from the lessor) are charged to the Statement of Profit or Loss and Other Comprehensive Income on a straight-line basis over the period of the lease. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. Company as lessor Lease income from operating leases is recognised in the Statement of Profit or Loss and Other Comprehensive Income on a straight-line basis over the lease term. Initial direct costs incurred in negotiating operating leases are added to the carrying value of the leased asset and recognised as an expense over the lease term on the same bases as the lease income. q. Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. r. Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and the outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. s. Other liabilities Other liabilities comprise non-current amounts due to related parties that do not bear interest and are repayable within one year of Statement of Financial Position date. t. Employee benefits Wages, Salaries and Annual Leave Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within one year of Statement of Financial Position date are recognised in other liabilities in respect of employees' services rendered up to Statement of Financial Position date and are measured at amounts expected to be paid when the liabilities are settled. Long Service Leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy resting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. Page | 44 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued u. Issued capital Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. v. Share-based payments Ownership-based remuneration is provided to employees via an employee share option plan and employee share plan. Share-based compensation is recognised as an expense in respect of the services received, measured on a fair value basis. The fair value of the options at grant date is independently determined using a Black Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each Statement of Financial Position date, the Group revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital. w. Earnings per share (EPS) Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as net profit attributable to members, adjusted for costs of servicing equity (other than dividends), the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. x. New Accounting Standards for Application The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods. The group has decided against early adoption of these standards. We have reviewed these standards and interpretations and there are none having any material effect. y. Discontinued operations The trading results for business operations disposed during the year are disclosed separately as discontinued operations in the statement of profit or loss and other comprehensive income. The amount disclosed includes any related impairment losses recognised and any gains or losses arising on disposal. Page | 45 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 3. FINANCIAL RISK MANAGEMENT a. General objectives, policies and processes In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Groups' risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material. The Board receives reports from the Chief Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The Group’s finance function also reviews the risk management policies and processes and report their findings to the Audit Committee. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below. The Group and the parent entity hold the following financial instruments: Financial assets Current Cash and cash equivalents Trade and other receivables Financial liabilities Current Trade and other payables Convertible notes Non-current Financial liabilities Consolidated 2019 $’000 2018 $’000 245 52 297 181 - 150 9 159 44 520 11,350 11,531 8,000 8,564 Page | 46 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 3. FINANCIAL RISK MANAGEMENT continued b. Credit risk Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Group incurring a financial loss. This usually occurs when debtors or counterparties to derivative contracts fail to settle their obligations owing to the Group excluding the available for sale financial assets. The maximum exposure to credit risk at balance date is the carrying amount of the financial assets, excluding the available for sale financial assets, as summarised under note(a) above. For banks and financial institutions, only independently rated parties are accepted and each deposit account is kept to under $1 million to ensure that it is covered by the Governments bank deposit guarantee scheme. The maximum exposure to credit risk at balance date by country is as follows: Australia c. Liquidity risk Consolidated 2019 $’000 2018 $’000 52 52 9 9 Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments that is, borrowing repayments. Bank loans are detailed below. The funds were provided by bankers for the Group and the Parent Company. It is the policy of the Board of Directors that treasury reviews and maintains adequate committed credit facilities and the ability to close-out market positions. Maturity Analysis of financial assets Consolidated 2019 Current Cash and cash equivalent Trade and other receivables Total financial assets 2018 Current Cash and cash equivalent Trade and other receivables Total financial assets Carrying Amount $'000 Contractual Cash flows $'000 < 6 mths $'000 6- 12 mths $'000 1-3 years > 3 years $'000 $'000 245 52 297 150 9 159 245 52 297 245 - 245 150 150 9 9 159 159 - 52 52 - - - - - - - - - - - - - - - Page | 47 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 Maturity Analysis of financial liabilities Consolidated 2019 Current Trade and other payables Non-current Financial Liabilities Total financial liabilities at amortised cost 2018 Current Trade and other payables Convertible notes Financial Liabilities Non-current Financial Liabilities Total financial liabilities at amortised cost Carrying Amount $'000 Contractual Cash flows $'000 < 6 mths $'000 6- 12 mths $'000 1-3 years > 3 years $'000 $'000 181 181 181 11,350 11,350 - 11,531 11,531 181 44 520 - 44 520 - 44 520 - 8,000 8,000 - 8,564 8,564 564 - - - - - - - - - 11,350 11,350 - - - 8,000 8,000 - - - - - - - - Page | 48 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 3. FINANCIAL RISK MANAGEMENT continued d. Market risk Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). (i) Interest rate risk The Group does not apply hedge accounting. The Group is constantly monitoring its exposure to trends and fluctuations in interest rates in order to manage interest rate risk. For further details of exposure to interest rate risk refer Note 14 Financial Liabilities. Sensitivity Analysis The following tables demonstrate the sensitivity to reasonably possible changes in interest rates, with all other variables held constant, of the Group’s profit after tax (through the impact on floating rate borrowings). There is no impact on the Group’s equity. Consolidated 2019 Financial Liabilities Tax charge of 27.5% After tax increase/(decrease) 2018 Financial Liabilities Tax charge of 27.5% After tax increase/(decrease) (ii) Currency risk Carrying Amount $'000 11,350 - 11,350 8,520 - 8,520 +1% Interest Rate $'000 -1% Interest Rate $'000 (114) 31 (83) (85) 23 (62) 114 (31) 83 85 (23) 62 The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (AUD) with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. In order to monitor the continuing effectiveness of this policy, the Group receives forecast, analysed by the major currencies held by the Group, of liabilities due for settlement and expected cash reserve. There is no foreign currency loan as at reporting date (2018: Nil). Page | 49 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 3. FINANCIAL RISK MANAGEMENT continued Capital risk management In managing its capital, the Group’s primary objectives are to pay dividends and maintain liquidity. These objectives dictate any adjustments to capital structure. Rather than set policies, advice is taken from professional advisors as to how to achieve these objectives. There has been no change in either of these objectives, or what is considered capital in the year. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistently with others in the industry, the Group and the parent entity monitor capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'Financial liabilities' and 'trade and other payables' as shown in the Statement of Financial Position) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the Statement of Financial Position (including minority interest) plus net debt. It is the Group’s policy to maintain its gearing ratio at a healthy and manageable level. The Group’s gearing ratio at the Statement of Financial Position date is as follows: Gearing ratios Total borrowings Less: cash and cash equivalents Net debt Total equity Total capital Gearing Ratio Consolidated 2019 $'000 11,350 (245) 11,105 24,803 35,908 31% 2018 $'000 8,520 (150) 8,370 11,350 19,720 43% There have been no other significant changes to the Group’s capital management objectives, policies and processes in the year nor has there been any change in what the Group considers to be its capital. Page | 50 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 4. REVENUE Rental Income Fee Income 5. OTHER INCOME AND EXPENSES Change in fair value of investment property (Note) Change in fair value of investment project Others Note: Please refer to Note 12 for further detail 6. EXPENSES The profit/(loss) before income tax is arrived after (charging)/crediting the following specific amounts: a. b. c. Cost of providing services and administration expenses Consulting and professional expenses Director and Employee on costs Legal expenses Other administration expenses Finance income Interest received Finance expenses Interest paid – bank loan Interest paid – Others Others Consolidated 2019 $’000 1,531 129 1,660 3,039 - 28 3,067 2018 $’000 1,044 - 1,044 2,826 (1,385) 2 1,443 Consolidated 2019 2018 $’000 (118) (202) (44) (371) (735) $’000 (183) (153) (58) (307) (701) 33 4 (385) (8) (25) (418) (382) (9) (49) (440) Page | 51 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 7. INCOME TAX a. Income tax expense Income tax expense Current tax expense Deferred tax expense Total income tax expense/(benefit) Deferred tax expense Increase in deferred tax expense/(benefit) b. Numerical reconciliation of income tax to prima facie tax payable Profit/(loss) from continuing operations before income tax expense Income tax expense (benefit) calculated @ 27.5% (2018:27.5%) Deferred tax expenses relating to partly owned subsidiaries outside of the tax consolidated group Tax losses not brought to account Temporary differences not brought to account Tax losses not brought to account Recoupment of prior year tax losses not previously brought to account Income tax expense/(benefit) at effective tax rate of 27.5% (2018: 27.5%) c. Amounts recognised directly in equity Aggregate current and deferred tax arising during the reporting period and not recognised in profit and loss but directly debited or credited to equity: Current income tax Current income tax on transaction costs of issuing equity instruments Consolidated 2019 $’000 2018 $’000 - - - - - - - - 3,150 1,232 866 339 (864) - (2) - - - (426) 87 - - - - Page | 52 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 7. INCOME TAX continued d. Unrecognised deferred tax assets and liabilities The unrecognised deferred tax assets of the Group include $3,971,185 (2018: $3,983,969) in relation to carried forward tax losses and $6,013,210 (2018: $6,013,210) in relation to carried forward capital losses. Deferred tax assets and liabilities have not been recognised in the statement of financial position for the following items: Prior year unrecognised tax losses now ineligible due to change in tax consolidation group Other deductible temporary differences/permanent differences and tax losses Potential benefit/(expense) at 27.5% (2018: 27.5%) e. Deferred tax assets Deferred tax assets comprise temporary differences attributable to: Amounts recognised in profit and loss Tax losses Amounts recognised directly in equity Share issue expenses f. Deferred tax liabilities Deferred tax liabilities comprise temporary differences attributable to: Amounts recognised directly in equity Revaluations of land and buildings Amounts recognised in profit and loss Capitalised development costs Consolidated 2019 $’000 2018 $’000 - - (3,142) (3,142) (864) (1,548) (1,548) (426) - - - - - - - - - - - - Page | 53 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 8. CASH & CASH EQUIVALENTS Cash at bank and on hand Cash held in trust accounts Consolidated 2019 $’000 2018 $’000 195 50 245 150 - 150 Weighted average interest rates 0.00% 0.00% 9. TRADE AND OTHER RECEIVABLES Current Trade receivables (note a) Less: Provision for doubtful debts Deposit Other receivables (note b) a. Trade receivables past due but not impaired Up to 3 months 3 to 6 months b. Other receivables Consolidated 2019 $’000 10 - 10 - 42 52 2018 $’000 (40) - (40) - 49 9 Consolidated 2019 $’000 21 48 69 2018 $’000 - - These amounts relate to receivables for GST and deposit paid. c. Advances to controlled entities There are no advances to controlled entities that are past due but not impaired as measurement is tied to recoverability. The advances are non-interest bearing and with no securities. d. Fair value and credit risk Current trade and other receivables Due to the short-term nature of these receivables their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Page | 54 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 10. OTHER ASSETS Non-Current Development cost - investment in acquiring one property and related costs Provision for diminution in value 11. OTHER CURRENT ASSETS Prepayments Others 12. INVESTMENT PROPERTIES Non-current Investment properties at fair value a. Valuation basis Consolidated 2019 $’000 1,387 (1,385) 2 2018 $’000 1,387 (1,385) 2 120 - 120 30 - 30 Consolidated 2019 $'000 33,843 33,843 2018 $'000 19,723 19,723 The basis of the valuation of investment properties is fair value being the amounts for which the properties could be exchanged between willing parties in an arm’s length transaction, based on current prices in an active market for similar properties in the same location and condition and subject to similar leases. The revaluations were based on a combination of independent assessments made by a member of the Australian Property Institute and directors’ valuations. Investment properties at fair value Independent valuation Director’s valuation Capital works and improvements Accumulated depreciation and impairment Consolidated 2019 $'000 34,475 - - (632) 33,843 2018 $'000 14,200 5,476 47 - 19,723 Page | 55 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 b. Reconciliation A reconciliation of the carrying amount of investment properties at the beginning and end of the current financial year is set out below: At fair value Balance at beginning of year Acquisition of land and building Capital Works and improvement Change in fair value Change in fair value – director valuation Carrying amount at end of the year c. Amounts recognised in Income Statement for investment properties Rental and services income Property running expenses d. Non-current assets pledged as security Consolidated 2019 $'000 2018 $'000 19,723 10,630 451 3,039 - 33,843 16,821 - 48 1,771 1,083 19,723 Consolidated 2019 $'000 2018 $'000 1,531 1,044 457 118 Refer to Note 14 for information on non-current assets pledged as security by the parent entity or its controlled entities. 13. TRADE AND OTHER PAYABLES Current Unsecured Trade and other creditors Other payables Consolidated 2019 $'000 2018 $'000 161 20 181 35 9 44 Page | 56 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 14. FINANCIAL LIABILITIES Non-Current Secured Lease and hire purchase liabilities Bank loan Total Non-Current Security for borrowings Consolidated 2019 $’000 - 11,350 11,350 2018 $’000 - 8,000 8,000 Bank loan is secured by first mortgages over the Group’s land and properties and fixed charges over assets of the Group. The loans are repayable in 2021. The interest rate is fixed at 4.11% (2018: 5.24%). The facilities are subject to an annual review and compliance of financial covenants. Assets pledged as security The carrying amounts of non-current assets pledged as security are: Land and Investment Properties Consolidated 2019 $’000 33,843 33,843 2018 $’000 19,723 19,723 The fair value of borrowings is equivalent to the carrying amounts of loans liabilities. Risk exposure Information about the Group’s exposure to interest rate changes is provided in Note 3. 15. OTHER LIABILITIES Non-Current Loan Note Consolidated 2019 $'000 2018 $'000 - - 520 520 Secured loan note $nil million (2018: 0.52 million) was retired during the year. Page | 57 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 16. ISSUED CAPITAL Share capital Ordinary shares a. Movement during the year Consolidated and Parent Entity 2019 Shares Number 2018 Shares Number Consolidated and Parent Entity 2019 2018 $’000 $’000 59,359,935 298,598,683 63,397 53,094 Balance at beginning of the year Convertible note conversion Share issued Share consolidation 10 to 1 Share issuing cost Balance at the end of the year 298,598,683 - 295,000,000 (534,238,748) - 59,359,935 280,416,865 18,181,818 - - - 298,598,683 53,094 - 10,325 - (22) 63,397 52,598 500 - - (4) 53,094 b. Terms and conditions Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. c. Options There are no unissued ordinary shares of the Company under option at the date of this report. d. Performance Options No options were granted and issued during this year. Page | 58 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 17. RESERVES AND ACCUMULATED LOSSES a. Reserves Asset revaluation reserve Capital reserve Foreign currency translation reserve Movements in reserves Asset revaluation reserve Balance at start of period Business combination movement Balance at the end of period Capital Profits Reserve Balance at start of period Business combination movement Balance at the end of period Foreign currency translation reserve Balance at start of period Currency translation differences Balance at the end of period Consolidated 2019 $’000 2018 $’000 1,141 5,751 (1,266) 5,626 1,141 - 1,141 5,751 - 5,751 (1,266) - (1,266) 1,141 5,751 (1,266) 5,626 1,141 - 1,141 5,751 - 5,751 (1,266) - (1,266) The asset revaluation reserve records increments and decrements on the revaluation of individual parcels of land and buildings. The balance standing to the credit of the reserve may be used to satisfy the distribution of bonus shares to shareholders and is only available for the payment of cash dividends in limited circumstances as permitted by law, net of capital gains tax payable. The foreign currency translation reserve is used to record exchange differences on translation of foreign controlled subsidiaries. The reserve is recognised in the Statement of Profit or Loss and Other Comprehensive Income when the investment is disposed of. b. Accumulated losses Balance at the beginning of the year Profit for the year Balance at the end of the year Consolidated 2019 $’000 2018 $’000 (47,370) 3,150 (48,602) 1,232 (44,220) (47,370) Page | 59 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 18. EARNINGS / (LOSS) PER SHARE Basic earnings/(loss) per share Diluted earnings/(loss) per share Profit/(Loss) used in calculating basic and diluted earnings/(loss) per share Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 2019 Cents 5.31 5.31 2019 $’000 3,150 2018 Cents 0.42 0.42 2018 $’000 1,232 2019 Shares 2018 Shares 59,359,935 292,538,077 Adjustments for calculation of diluted earnings per share - - Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share. 59,359,935 292,538,077 19. OPERATING SEGMENTS The Consolidated Entity’s primary reporting format is business segments and its secondary reporting format is geographical segments. Business segments The Consolidated entity is organised into the following divisions by product and service type. Property investment & development Development and administration of industrial property in eastern Australia. Geographical segments All business segments operate principally within Australia. Accounting policies Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses, provisions and borrowings. Inter-segment transfers Segment revenues, expenses and results include transfers between segments. All other intersegment transfers are priced on an “arm’s-length” basis and are eliminated on consolidation. Page | 60 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 19. OPERATING SEGMENTS continued Primary reporting – business segments Property investment & development Investment Services Intersegment eliminations/ unallocated Consolidated 2019 Sales to external customers Intersegment sales Total sales revenue Other revenue Total segment revenue Segment result Profit/(loss) before income tax expense - Net profit/(loss) Segment assets Segment liabilities Acquisition of non-current assets Depreciation and amortisation expense 2018 Sales to external customers Intersegment sales Total sales revenue Other revenue Total segment revenue Segment result Profit/(loss) before income tax expense Income tax expense Net profit/(loss) Segment assets Segment liabilities Acquisition of non-current assets Depreciation and amortisation expense $’000 $’000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $’000 1,660 - 1,660 - 1,660 3,150 - 3,150 36,344 11,541 11,508 - 1,044 - 1,044 4 1,048 1,232 - 1,232 19,914 8,564 47 - Page | 61 $’000 1,660 - 1,660 - 1,660 3,150 - 3,150 36,344 11,541 11,508 - 1,044 - 1,044 4 1,048 1,232 - 1,232 19,914 8,564 47 - For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 20. CASH FLOW INFORMATION a. Reconciliation of net cash provided by/(used in) from operating activities Profit/(Loss) for the year Change in fair value of investment properties Change in fair value of investment project Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables (Increase)/decrease in other current assets Increase/(decrease) in trade and other creditors (Increase) in deferred tax assets Increase in deferred tax liabilities Net cash provided by/(used in) operating activities Consolidated 2019 $’000 3,150 (3,039) - (66) (90) 148 - - 103 2018 $’000 1,232 (2,854) 1,413 (74) (3) (24) - - (310) b. Significant non-cash transactions No other significant non-cash transactions occurred during the year. 21. CONTROLLED ENTITIES Name of entity HTH Holdings Pty Limited Hudson Property Group Limited HSC Property Pty Limited Hudson Land Pty Limited Halloran Properties Pty Ltd Hudson Bowen Hill Pty Ltd HSC Property 1 Pty Ltd Halloran Property 1 Pty Ltd Halloran Properties Unit Trust Halloran Properties 1 Unit Trust Class of Share Equity Holding Country of formation or incorporation Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 2019 % 100 100 100 100 100 100 100 100 100 100 2018 % 100 100 100 100 100 100 100 100 100 100 Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Page | 62 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 22. CONTINGENT ASSETS AND LIABILITIES Deed of Cross Guarantee As at 31 December 2019, Hudson Investment Group Limited, HTH Holdings Pty Ltd, Hudson Property Group Limited, HSC Property Pty Limited, Hudson Land Pty Ltd entered a Deed of Cross Guarantee under which each Company guarantees the debts of the others. By entering into the deed, the wholly owned entities have been relieved from the requirement to prepare a financial report and Directors’ report under Class Order 98/1418 (as amended by Class Order 98/2017) issued by the Australian Securities & Investments Commission. The above companies represent a ‘Closed Group’ for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Hudson Investment Group Limited, they also represent the ‘Extended Closed Group’. These consolidated financial statements for the year ended 31 December 2019 represent those of the “Closed Group”. 23. EVENTS OCCURRING AFTER BALANCE DATE At the date of this report there are no other matters or circumstances, other than noted above, which have arisen since 31 December 2019 that have significantly affected or may significantly affect: • • • The operations, in financial years subsequent to 31 December 2019 of the Group; The results of those operations; or The state of affairs in financial years subsequent to 31 December 2019 of the Group. Page | 63 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 24. PARENT ENTITY FINANCIAL INFORMATION a. Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance Sheet Current assets Total assets Current liabilities Total liabilities Shareholder’s equity Issued Capital Reserves Accumulated losses Profit and Loss Profit/(Loss) for the year Total comprehensive profit/(loss) b. Guarantees entered into by the parent entity Parent Entity 2019 $’000 89 17,489 66 2,440 2018 $’000 249 7,674 24 2,285 63,397 - (48,348) 53,094 - (47,705) (643) (643) (443) (443) Hudson Investment Group Limited has provided guarantees to several wholly owned controlled entities within the Group. No liability was recognised by Hudson Investment Group Limited in relation to these guarantees as the likelihood of payment is not probable. c. Contingent liabilities of the parent entity Refer to note 22. d. Contractual commitments by the parent entity for the acquisition of property, plant and equipment. There are no contractual commitments by the parent entity for the acquisition of property, plant and equipment. 25. KEY MANAGEMENT PERSONNEL DISCLOSURES a. Directors The following persons were Directors of Hudson Investment Group Limited during the financial year unless otherwise stated: Non-Executive Director Managing Director Executive Director John W Farey Alan P Beasley Wei Huang John J Foley Non-Executive Director Dr Cheng Fong Han Non-Executive Director Appointed 1 Feb 2002 Appointed 19 Jan 2015 Appointed 4 June 2019 Appointed 6 Aug 2014 Appointed 1 June 2017 b. Other key management personnel The following persons were key management personnel of Hudson Investment Group Limited during the financial year: Henry Kinstlinger Mona Esapournoori Francis Choy Joint Company Secretary Appointed 16 March 2016 Joint Company Secretary Appointed 5 June 2018 Chief Financial Officer Page | 64 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 25. KEY MANAGEMENT PERSONNEL DISCLOSURES continued c. Compensation of Directors and other key management personnel Short Term Employee Benefits Salary and other fees $ Non- Monetary Benefits $ Post- Employment Benefits Superannuation Long Term Benefits Long Service Leave Total $ $ $ Consolidated 2019 Directors Alan P Beasley John W Farey Wei Huang John J Foley Dr Cheng Fong Han Director - Total KMP Henry Kinstlinger Mona Esapournoori Kinstlinger Francis Choy Kinstlinger Kinstlinger KMP - Total 2018 Directors Alan P Beasley John W Farey John J Foley Dr Cheng Fong Han Director - Total KMP Henry Kinstlinger Gananatha Minithantri Mona Esapournoori Francis Choy KMP - Total 210,000 22,000 127,500 - - 359,500 - - - - 220,000 15,000 - - 235,000 - - 5,000 20,000 25,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 210,000 22,000 127,500 - - 359,500 - - - - 220,000 15,000 - - 235,000 - - 5,000 20,000 25,000 The amounts reported represent the total remuneration paid by entities in the Group in relation to managing the affairs of all the entities within the Group. The remuneration has not been allocated between the individual entities within the Group as this would not be practicable. There are no performance conditions related to any of the above payments. There is no other element of Directors and other Key Management Personnel remuneration. Page | 65 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 25. KEY MANAGEMENT PERSONNEL DISCLOSURES CONTINUED d. Shareholdings and option holdings of key management personnel Shares held in Hudson Investment Group Limited The numbers of shares in the Company held during the financial year by each director of Hudson Investment Group Limited and other key management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation. Direct and indirect interest in ordinary shares Ordinary Shares – Direct Interest Balance at start of year shares Changes during the year shares* Balance at end of year shares* 2019 Directors John W Farey Alan P Beasley Wei Huang John J Foley Dr. Cheng Fong Han 2018 Directors John W Farey Alan P Beasley John J Foley Dr. Cheng Fong Han 10,000 1,600,000 - - - 10,000 1,600,000 - - - - - - - - - - - 1,000 160,000 - - - 10,000 1,600,000 - - Ordinary Shares - Indirect Interest Balance at start of year shares Changes during the year shares* Balance at end of year shares* 2019 Directors John W Farey Alan P Beasley Wei Huang John J Foley Dr. Cheng Fong Han 2018 Directors John W Farey Alan P Beasley John J Foley Dr. Cheng Fong Han - - - - - - - - - - - 60,000,000 - - - - 6,000,000 - - - - - - - - - - Share consolidation 10 to 1 in May 2019 No options over unissued shares were granted during the year and no options have been granted in the period since the end of the financial year and to the date of this report. At the date of this report there were no unissued shares in the capital of the Company under option. e. Loans to key management personnel There was no loan made to Directors and other Key Management Personnel (KMP) of Hudson Investment Group Limited during the year. Page | 66 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 26. RELATED PARTY DISCLOSURES a. Parent entities The parent entity and ultimate Australian parent entity is Hudson Investment Group Limited (the Company). b. Subsidiaries Interests in subsidiaries are disclosed in Note 21. c. Key management personnel compensation Key management personnel compensation information is disclosed in Note 25. d. Transactions with related parties The following transactions occurred with related parties during the year Corporate services fee paid - Paid to Hudson Asset Management Pty Ltd Consolidated 2019 $ 2018 $ 240,000 190,000 Property Management fee paid - Paid to Hudson Asset Management Pty Ltd 7,965 6,818 Corporate services fee paid The Group paid corporate services fee to Hudson Asset Management Pty Limited of $240,000 (2018: $190,000) as payment of recoveries for office administration and running expenses incurred on behalf of the group under corporate service agreement. Property Management fee paid The Company paid property management fee of $7,965 (2018: $6,818) to Hudson Asset Management Pty Limited for managing its Warnervale Industrial Property. Page | 67 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 26. RELATED PARTY DISCLOSURES CONTINUED e. Outstanding balances The following balances are outstanding at the reporting date in relation to transaction with related parties: Payable Related Entities Receivable Related Entities Provision for doubtful debts f. Guarantees Consolidated 2019 $ 2018 $ - - - - - - - - No guarantees were given or received from related parties during the year. g. Terms and conditions All transactions were made on normal commercial terms and conditions and at market interest rates, except that there are no fixed terms or repayment of loans between the parties. 27. REMUNERATION OF AUDITORS Consolidated 2019 $ 2018 $ Audit services: Amounts paid or payable to auditors for audit and review of the financial report for the entity or any entity in the Group Audit and review services fees 25,620 27,945 Taxation and other advisory services: Amounts paid or payable to the Auditor for non-audit taxation services for the entity or any entity in the Group for review and lodgement of the income tax return Taxation services Advisory services Total 4,665 - 30,285 1,695 22,500 52,140 Page | 68 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 DECLARATION BY DIRECTORS The directors of the Company declare that: 1. The financial statements, comprising the statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity, accompanying notes, are in accordance with the Corporations Act 2001 and: (a) comply with Accounting Standards which as stated in accounting policy note 1 to the financial statements, constitutes explicit and unreserved compliance with international Financial Reporting Standards (IFRS); and (b) give a true and fair view of the financial position as at 31 December 2019 and of the performance for the year ended on that date of the Company and the Group. 2. 3. 4. In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The remuneration disclosures included on pages 13 to 15 of the Directors’ Report (as part of audited Remuneration Report), for the year ended 31 December 2019, comply with section 300A of the Corporations Act 2001. The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A. The entities identified in Note 22 are parties to the deed of cross guarantee under which each company guarantees the debts of the others. At the date of this declaration there are reasonable grounds to believe that the companies which are parties to this deed of cross guarantee will as a Group be able to meet any obligations or liabilities to which they are, or may become, subject to, by virtue of the deed of cross guarantee described in Note 22. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: Wei Huang Executive Director Alan Beasley Managing Director Sydney 16 March 2020 Page | 69 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 INDEPENDENT AUDITORS’ REPORT Page | 70 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 INDEPENDENT AUDITORS’ REPORT CONTINUED Page | 71 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 INDEPENDENT AUDITORS’ REPORT CONTINUED Page | 72 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 INDEPENDENT AUDITORS’ REPORT CONTINUED Page | 73 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 SHAREHOLDER INFORMATION As at 28 February 2020 A. Substantial Holders Those shareholders who have lodged notice advising substantial shareholding under the Corporations Act 2001 are as follows: Shareholder RafflesCo Limited Raffles Nominees Pty Limited Millennium Investment Group Pty Ltd Waytex Australia Pty Ltd YLH Investment Pty Ltd ZY Capital Pty Ltd B. Distribution of Equity Securities Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Rounding Total No. of Shares 9,020,000 5,184,838 6,500,000 6,000,000 3,500,000 3,000,000 % held 15.20 8.73 10.95 10.11 5.90 5.05 % of Issued Units 70,271 229,501 218,094 1,323,242 57,518,827 Capital 0.11 0.39 0.37 2.23 96.90 59,359,935 100.00 Total Holders 268 89 27 38 34 458 C. Unmarketable Parcels Minimum $500.00 parcel at $0.04 per unit Minimum Parcel size 12,500 Holders 272 Units 766,334 Page | 74 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 D. Twenty Largest Shareholders The names of the twenty largest holders of quotes equity securities aggregated are listed below: Rank Name Units % of Units 1 2 3 4 5 6 7 8 9 RAFFLESCO LIMITED MILLENNIUM INVESTMENT GROUP PTY LTD WAYTEX AUSTRALIA PTY LTD CITICORP NOMINEES PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED RAFFLES NOMINEES PTY LIMITED YLH INVESTMENT PTY LTD ZY CAPITAL PTY LTD JT CAPITAL PTY LTD 10 MR AARON LANGLEY 11 12 PACIFIC PORTFOLIO INVESTMENTS PTY LTD G & H BRASHER PTY LTD 13 MS KOON LIN VENUS CHIU 14 LIP KOON HWANG 15 MILLENNIUM PROPERTY INVESTMENTS PTY LTD 16 17 18 19 JT CAPITAL HOLDINGS PTY LTD SEI HAN TAN AZHAR HEWITTSEN ARIFFIN BIN IBRAHIM LION CAPITAL MANAGEMENT LTD 20 MS RACHEL ZHI TING TAN Totals: Top 20 holders of FULLY PAID SHARE Total Remaining Holders Balance 9,020,000 6,500,000 6,000,000 5,718,320 5,475,600 5,184,838 3,500,000 3,000,000 1,538,337 1,500,000 1,259,839 1,200,000 1,160,000 1,000,000 581,100 555,766 500,000 442,500 400,000 374,300 15.20 10.95 10.11 9.63 9.22 8.73 5.90 5.05 2.59 2.53 2.12 2.02 1.95 1.68 0.98 0.94 0.84 0.75 0.67 0.63 54,910,600 92.50 4,449,335 7.50 59,359,935 100.00 Page | 75 For personal use only  Hudson Investment Group Limited ACN 004 683 729 Annual Report 31 December 2019 THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK Page | 76 For personal use only Page | 77 For personal use only 

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