ANNUAL REPORT
F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 2
vmoto limited abn 36 098 455 460
CORPORATE DIRECTORY
BANKER
National Australia Bank
Level 14, 100 St Gerges Terrace
Perth, Western Australia 6000
Australia
SOLICITORS
Gilbert + Tobin
Level 16, Brookfield Place Tower 2,
123 St Georges Terrace
Perth, Western Australia 6000
Australia
SECURITIES EXCHANGES
Australian Securities Exchange
Level 40, Central Park
152-158 St Georges Terrace
Perth, Western Australia 6000
Australia
ASX Code: VMT
Vmoto Limited is a public company incorporated
in Western Australia and listed on the Australian
Securities Exchange.
DIRECTORS
Mr Charles Chen – Managing Director
Mr Ivan Teo – Finance Director
Mr Blair Sergeant – Non-Executive Director
Mr Martin Zhou – Non-Executive Director
Ms Shannon Coates – Non-Executive Director
COMPANY SECRETARY
Ms Loren King
PRINCIPAL AND REGISTERED OFFICE
Level 48, 152-158 St Georges Terrace,
Perth, Western Australia 6000
Australia
Telephone: +61 8 6311 9160
SHARE REGISTRY
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth, Western Australia 6000
Australia
Telephone: +61 8 9323 2000
WEBSITE AND EMAIL
Website: www.vmoto.com
Email: info@vmoto.com
AUDITOR
Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road,
Subiaco, Western Australia 6008
Australia
2
ANNUAL REPORT 2022 CONTENTS
CORPORATE DIRECTORY
2
MANAGING DIRECTOR’S LETTER
OPERATIONS REVIEW
4
6
DIRECTORS’ REPORT
12
REMUNERATION REPORT
22
FINANCIAL STATEMENTS
32
DIRECTORS’ DECLARATION
77
AUDITOR’S INDEPENDENCE DECLARATION
78
INDEPENDENT AUDITOR’S REPORT
79
ADDITIONAL SHAREHOLDER INFORMATION
84
3
MANAGING
DIRECTOR’S
LETTER
DEAR SHAREHOLDERS,
2022 saw Vmoto Limited deliver the best set of
Annual Results in the Company’s history. Some of
the highlights of the great performance delivered by
the Vmoto team included,
• Record revenue of $116.7 million;
• Record NPAT of $10.3 million and EBITDA of
$12.3 million;
• Record operating cash flow of $9.4 million; and
• Closing cash position of $28 million.
In addition to the record financial performance
delivered in 2022, the Company has continued to
make great strides in improving global marketing,
branding and recognition. This is reflected in not
only strong international unit sales of our electric
two-wheel range of products, but also the strategic
co-branding opportunities secured with globally
recognised brands such as Ducati and one of
the world’s greatest automobile design houses,
Pininfarina.
The Company also established commercial
relationships that provides exposure to the broader
opportunities represented by the electrification of
the transport industry, taking place globally. The
transaction with Charged Asia being one such
transaction. We continue to assess a number of
opportunities in this area as we strongly believe
that they provide the Company with incredible
potential to leverage off Vmoto’s existing strong
and successful platform.
As stated last year, the electrification of the
transport industry is essential if the world is to
ever achieve its stated net zero carbon goals.
Consequently, Vmoto’s ability to produce quality
and affordable electric mopeds and motorcycles will
continue to underpin the Company’s growth.
4
ANNUAL REPORT 2022 Looking to FY23, I expect the Company to continue
on the current successful path of profitable sales
and earnings growth.
Importantly, I would like to take this opportunity to
congratulate the entire Vmoto team of employees,
contractors, suppliers and distributors who
collective made 2022 such a great success.
Lastly, a very sincere thank you to our extremely
loyal shareholder base for continued support.
Yours faithfully,
CHARLES CHEN
MANAGING DIRECTOR
5
OPERATIONS OVERVIEW
• Repeat orders from the Company’s existing
B2B customers highlights the large growth
opportunity represented by international B2B
business with additional orders expected;
• Signed new sponsorship agreement with
Ducati Corse racing as the official supplier of
electric scooters for Team Ducati Corse in the
MotoGP World Championship (“MotoGP”) and
the Superbike World Championship (“SBK”)
during the 2022-2023 seasons;
• Launched new products and introduced
new concept “Air Performance Design” in
cooperation with Pininfarina at 2022 EICMA;
and
• Strategic technology and investment
agreement signed with Charged Asia to fast-
track growth in Indonesia, the third largest
motorcycle market after India and China.
FY22 – CONTINUED STRONG OPERATIONAL AND
COMMERCIAL GROWTH FOR VMOTO
During FY22, Vmoto continued to deliver
exceptionally strong sales and revenue growth,
resulting in a record NPAT of circa $10.3 million.
The Company is dedicated to supplying high
performance and value for money zero emission1
electric motorcycles/mopeds into international
markets and continues to expand both its B2B
business and B2C distribution network worldwide.
In FY22, the Company sold a total of 37,181 units
of zero emission electric motorcycles/mopeds
representing an increase of 19% on the previous
financial year, translating to total revenue of $116.7
million and NPAT of $10.3 million, both record
performances in Vmoto’s history.
HIGHLIGHTS
FINANCIAL OVERVIEW FOR FY22
• Statutory results:
× Record total revenue of $116.7 million, up
35% on FY21;
× Record NPAT of $10.3 million, up 27% on
FY21;
× Earnings before interest, tax, depreciation,
and amortisation (“EBITDA”) of $12.3
million, up 20% on FY21; and
× Strong positive cash flows from operating
activities of $9.4 million;
• Strong cash position of $28 million as at 31
December 2022, up 50% from $18.6 million as
at 31 December 2021;
• No bank debt as at 31 December 2022; and
• Net tangible assets of $58.5 million at 31
December 2022, up 27% on FY21.
OPERATIONAL HIGHLIGHTS AND KEY
PERFORMANCE INDICATORS FOR FY22
• Total sales of 37,181 units of electric
motorcycles/mopeds, delivered for FY22, up
19% on FY21 and up 58% on FY20;
• Total international sales of 33,687 units,
delivered for FY22, up 13% on FY21 and up 57%
on FY20;
• Firm international orders of 8,046 units as
at 31 December 2022, for manufacture and
delivery in the first half of FY23;
• Continued to expand B2C international
distributorships in FY22, taking the total to 65
distributors worldwide;
6
ANNUAL REPORT 2022 The chart below illustrates the Company’s historic international unit sales, by quarter, for the current and
previous financial years:
New Vmoto B2C dedicated
store in Philippines.
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
INTERNATIONAL SALES UNITS
2022
2021
2020
Q1
Q2
Q3
Q4
TOTAL
* Explanatory note: During FY22, the Company sold 5,000 sets of Complete Knock Down (“CKD”) parts
into the Indian market, which are not included in the above international sales unit graph.
INTERNATIONAL MARKETS
ORDER BOOK
During FY22, the Company signed and renewed
distribution agreements with a number of
international distributors across Paraguay, Morocco,
Lebanon, Hungary, Croatia, Romania, Germany,
Austria, India, the United States, and the United
Arab Emirates for the warehousing, distribution, and
marketing of its B2C range of electric motorcycles/
mopeds.
Vmoto now has a total of 65 international
distributors across the world.
The Company continues to receive significant
interest in Vmoto’s B2B fleet products from
business operators.
As at 31 December 2022, the Company had firm
international orders for 8,046 units, manufacture
and delivery of which will take place in the first half
of FY23.
Repeat orders from the Company’s existing B2C
and B2B customers highlights the large growth
opportunity represented by international markets
with additional orders expected for FY23 and
beyond.
7
Electric scooters supplied by Vmoto
to Team Ducati Corse for the MotoGP
VMOTO TO BE THE OFFICIAL SUPPLIER OF
ELECTRIC SCOOTERS FOR DUCATI CORSE
2022 WORLD DUCATI WEEK AND PRODAY
In May 2022, Vmoto entered into a sponsorship
agreement with Ducati Corse, a division of Ducati
Motor Holding S.p.A. (“Ducati”), to become the
official supplier of electric scooters to the Ducati
Corse Team for the MotoGP and SBK Championship
races in the 2022-2023 seasons.
Ducati Corse is the department of excellence in
the design and construction of racing motorbikes
of Ducati and the organiser of competitions for the
official Ducati racing teams.
This agreement provides Vmoto’s brands with
significant exposure across international markets
and is expected to drive greater product awareness
in the zero emissions urban e-mobility sector.
Vmoto logos will be visible on the supplied electric
vehicles, Ducati’s trucks and on all Ducati Corse,
exhibition stands providing significant exposure of
Vmoto’s brands.
During July 2022, Vmoto exhibited at the 2022
World Ducati Week (“WDW”) held in Misano, Italy,
as a technical partner and sponsor of Ducati, which
was attended by more than 80,000 attendees
from 84 countries. Participation in this world class
international event provided Vmoto the opportunity
to showcase its electric scooter/motorcycle
products to potential future consumers around the
world.
Following the productive exhibition at WDW, in
July 2022, Vmoto successfully held its second
annual Vmoto Soco ProDay at the Mugello Circuit in
Tuscany, Italy; a racetrack famous for its fast curves
and incredible slopes revered by motorcyclists.
The Company successfully hosted over 300
people, including Vmoto’s distributors, partners,
professional riders, media, and motorcycles
enthusiasts. The Company also received significant
exposure for its brands and products through
the media spotlight, with a significant number of
broadcasts reporting on the event.
Vmoto’s 2022 Vmoto Soco ProDay event held
at the Mugello Circuit on 25-26 July 2022
8
ANNUAL REPORT 2022 VMOTO LAUNCHES NEW ELECTRIC DIRT BIKE
PRODUCTS
NEW PROJECT WITH PININFARINA
During the year, Vmoto launched a range of Vmoto
dirt bikes, which are the Company’s latest electric
two-wheel vehicle products, offering both on road
(“On-R”) and off road (“Off-R”) versions specifically
designed to target B2C consumer groups and
for distribution internationally to consumers via
the Company’s distribution channels in over 65
countries around the world.
Extensive market research was undertaken
during the design phase and the Company is
confident of the success of the dirt bike range
from commencement of commercial availability,
estimated to be in 2Q23.
Vmoto successfully secured the opportunity
to work with Pininfarina (one of the top design
companies in the world) to design a futuristic
concept bike for display in 2022 EICMA,
to showcase Vmoto’s design and product
development capability.
Together Pininfarina and Vmoto launched the new
concept “Air Performance Design”, meaning that
the Company’s future electric motorcycles will be
designed and developed taking “Air Performance”
into consideration. Air performance has historically
only been considered when designing supercars,
with Vmoto positioning itself to be the first electric
motorcycle company to produce “Air Performance
Design” electric motorcycle products.
Pininfarina and Vmoto launch new “Air
Performance Design” concept at EICMA
9
STRATEGIC TECHNOLOGY AND INVESTMENT
AGREEMENT WITH CHARGED ASIA
In December 2022, the Company entered into a
strategic technology and investment agreement
with Charged Asia Pte Ltd (“Charged Asia”), which
owns 100% of PT Industri Charged Mobilitas and PT
Charged Tech Indonesia (“Charged Indonesia”), a
scale up electric motorcycle technology company in
Indonesia focused on providing sustainable mobility
options and Electric Vehicle as-a-service (“EVaaS”)
to Indonesian customers.
The Indonesian motorcycle industry is the third
largest in the world after India and China, in
which motorcycles are used for private as well as
commercial purposes, including ride-hailing and
delivery services. Currently, more than 120 million
motorcycles operate in Indonesia, of which a small
portion are estimated to be electric motorcycles,
with the numbers of electric motorcycles continuing
to grow.
In addition, Vmoto will act as core technology
partner of Charged Indonesia, providing all
necessary technical assistance to Charged
Indonesia in relation to electric motorcycle products.
Electric scooters supplied by Vmoto
to Team Ducati Corse for the MotoGP
10
ANNUAL REPORT 2022 OUTLOOK
Vmoto continues to execute on its strategy of
selling high performance and value for money
electric motorcycles/mopeds into international
markets. The Company continues to focus on
improving its brand recognition from sales of its
premium high performance B2B and B2C products
by expanding its distribution network worldwide.
The Company has been actively pursuing
and engaging with a number of potential new
distributors, B2B customers and partners for
distribution and cooperation opportunities to
expand into the Asian, South American, and United
States markets as follows:
• In addition to the strategic technology and
investment agreement with Charged Asia, the
Company has signed an exclusive distribution
agreement with an Indian distributor and
has also identified a number of strategic
opportunities to integrate into other Asian
markets such as Thailand;
• The Company is in discussions with a number
of customers and partners in Brazil to assess
the feasibility of local assembly facilities, which
will significantly reduce production costs and
fast-track the growth with the distribution
of Vmoto products into the South American
markets; and
• The Company has appointed a distributor in
the United States with orders anticipated to
increase in FY23 as a result.
Vmoto has been working with C Creative and
Pininfarina to develop iconic, high-performance
electric motorcycles with the intention of designing
proprietary products to extend the Company’s
reach and appeal. In addition to the range
of electric motorcycles, the Company is also
developing battery swapping stations with the aim
of diversifying its revenue stream and becoming
known as an international new energy e-mobility
solution provider.
The Company continues to commit to and realise
its mission of creating a feeling of excitement and
joy for Vmoto zero emission electric motorcycle
riders, to advance the electric motorcycle industry
globally through uncompromising quality and the
highest level of customer service, to constantly
innovate, and to reduce greenhouse gas emissions
to preserve the environment for future generations.
1 “zero emissions” is a reference to Vmoto’s range
of electric motorcycles and mopeds producing
zero emissions when operated, not the total
lifecycle emissions associated with producing the
products or the emissions of the Company itself.
11
DIRECTOR’S
REPORT
The Directors present their report together with the
consolidated financial statements of Vmoto Limited
(“Vmoto” or the “Company”) and its controlled
entities (the “Group”) for the financial period 1
January 2022 to 31 December 2022.
The Directors of the Company at any time during or
since the end of the financial year are set out below.
Directors were in office for the entire year unless
otherwise stated:
EXECUTIVE DIRECTORS
CHARLES CHEN
MANAGING DIRECTOR
IVAN TEO
FINANCE DIRECTOR
Experience and responsibilities:
Experience and responsibilities:
Mr Teo joined the Company as Chief Financial
Officer on 17 June 2009 and has been Finance
Director of the Company since 29 January 2013.
Mr Teo is an experienced finance executive with
significant experience in international business.
Mr Teo is a qualified Chartered Accountant and has
over 18 years of finance and accounting experience
with private and public companies in a diverse range
of industries including automobile, manufacturing,
mining and retail.
Mr Teo graduated from the University of Adelaide,
South Australia with a Bachelor of Commerce and
currently resides in China.
Mr Chen has been an Executive Director of the
Company since 5 January 2007 and Managing
Director since 1 September 2011.
Mr Chen is an entrepreneur in the motorcycle
industry and has previously founded Freedomotor
Corporation Limited in 2004, which was
subsequently acquired by Vmoto through a
management buyout of key assets. Mr Chen holds
a Bachelor of Automobile Engineering from Wuhan
University of Automobile Technology (China) and a
postgraduate Diploma of Business Administration
from South Wales University (UK).
Mr Chen began his career with Hainan Sundiro
Motorcycle Co, Ltd, the largest publicly listed
industrial company in Hainan Province, which was
acquired by Honda Japan in 2001. Mr Chen has
held senior executive roles with Hainan Sundiro
from 1993 to 2002, and professionally trained in
broad aspect of the motorcycle manufacturing
and distribution operations including international
sales and marketing, research and development,
procurement and production.
Mr Chen resides in China, and oversees all of the
Company’s operations and activities.
12
ANNUAL REPORT 2022
13
NON-EXECUTIVE DIRECTORS
BLAIR SERGEANT
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Experience and responsibilities:
SHANNON COATES
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Experience and responsibilities:
Mr Sergeant has been a Non-Executive Director of
the Company since 4 November 2020.
Ms Coates has been a Non-Executive Director of
the Company since 23 May 2014.
Mr Sergeant is an experienced public company
executive, having been an Executive Director of
Bowen Coking Coal Limited where he, alongside the
Managing Director, was integral in the Company’s
transformation from explorer to producer. Mr
Sergeant was also the former Founding Managing
Director of Lemur Resources Limited, as well as the
former Finance Director of Coal of Africa Limited,
which grew from a sub-$2m market capitalisation to
over $1.5b at its peak. Mr Sergeant was instrumental
in the acquisition of Vmoto in mid-2006 via a
reverse takeover of Optima Corporation Limited and
the acquisition of Freedomotor Corporation Ltd by
Vmoto Limited in early 2007.
Currently, Mr Sergeant is also a non-executive
director of Rincon Resources Ltd. Mr Sergeant
was also executive and non-executive directors of
Celsius Resources Ltd, Bowen Coking Coal Ltd and
Ikwezi Mining Ltd in the past 3 years.
14
Ms Coates completed a Bachelor of Laws through
Murdoch University and has since gained over
25 years’ in-house experience in corporate law
and compliance for public companies. She is a
Chartered Secretary and an Associate Member of
the Governance Institute of Australia. She is also
a graduate of the Australian Institute of Company
Directors.
Ms Coates is an Executive Director of Source
Governance, a professional services provider
specialising in company secretarial and governance
services to both private and public ASX listed
companies.
Currently, Ms Coates is also a non-executive director
of Bellevue Gold Ltd. Ms Coates was also non-
executive directors of ENRG Elements Ltd and
Flinders Mines Ltd in the past 3 years.
ANNUAL REPORT 2022 KAIJIAN CHEN
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Experience and responsibilities:
Mr Chen was a Non-Executive Director of the
Company from 1 September 2011 to 16 September
2022.
Mr Chen has extensive experience in the motorcycle
manufacturing industry in China. He was formerly
vice president of Hainan Sundiro Motorcycle
Co, Ltd and also served as vice president for
Xinri E-Vehicle Co. Ltd. Currently, Mr Chen is vice
president of Changzhou Supaiqi E-Vehicle Co, Ltd,
which is one of the most renowned electric vehicle
manufacturers in China at present.
Mr Chen holds a degree from the Beijing Institute of
Technology and resides in China.
COMPANY SECRETARY
LOREN KING
Experience and responsibilities:
Ms King has been the Company Secretary of the
Company since 30 September 2022.
Mrs King has over 15 years’ experience in assisting
ASX listed companies across a range of sectors
with corporate affairs, governance, ASIC and
ASX regulatory requirements. She has a Bachelor
of Science in Psychology from Curtin University
of Technology, a Graduate Diploma of Applied
Corporate Governance with Chartered Secretaries
Australia and is a BIA Accredited Bookkeeper and
a member of the Institute of Certified Bookkeepers,
holding a Certificate IV Financial Services
(Bookkeeping).
Ms Coates was the Company Secretary of the
Company from 10 May 2007 to 30 September 2022.
Mr James Doyle was the Joint Company Secretary
from 1 May 2022 to 30 September 2022.
15
MARTIN ZHOU
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Experience and responsibilities:
Mr Zhou has been a Non-Executive Director of the
Company since 16 September 2022.
Mr Zhou’s career spans over 36 years and includes
national and international postings in the motorcycle
industry in China and Japan. Mr Zhou was
instrumental in Honda Japan’s strategic acquisition
and cooperation with Sundiro Group in China in year
2001 and directly participated in the acquisition
process including acquisition negotiations, staff
restructuring and technical advice on motorcycle
models. Mr Zhou was also involved in the strategic
introduction of a number of motorcycle groups from
Japan and China to Sundiro Group in China, with
the resulting cooperation arrangements including
product development and technology partnerships.
Mr Zhou graduated from Shandong University, China
with a degree specialising in internal combustion
engines. Subsequently, Mr Zhou graduated from the
School of Economics, Yamaguchi University, Japan
and received a Master of Business Administration.
DIRECTORSHIPS IN OTHER LISTED ENTITIES
Directorships in other listed entities held by Directors of the Company during the last 3 years immediately
before 31 December 2022 are as follows:
DIRECTOR
COMPANY
FROM
Mr Charles Chen
Mr Ivan Teo
Mr Blair Sergeant
-
-
Bowen Coking Coal
Limited
Rincon Resources
Limited
-
-
2018
2020
Ikwezi Mining Limited
2020
Celsius Resources
Limited
2021
Ms Shannon Coates
Bellevue Gold Ltd
2020
Flinders Mines Limited
2018
ENRG Elements Ltd
2015
Mr Martin Zhou
-
-
TO
-
-
2021
Current
2021
2021
Current
2019
2020
-
DIRECTORS’ MEETINGS
PRINCIPAL ACTIVITY
The number of Directors’ meetings and the number
of meetings attended by each of the Directors of
the Company during the year ended 31 December
2022 are:
The principal activity of the Group during the year
ended 31 December 2022 was the development and
manufacture, marketing and distribution of electric
two-wheel vehicles (electric motorcycles and
electric mopeds).
BOARD MEETINGS
OPERATING AND FINANCIAL REVIEW
ATTENDED CIRCULAR
REVIEW OF OPERATIONS
DIRECTOR
Mr Charles
Chen
Mr Ivan Teo
Mr Blair
Sergeant
Ms Shannon
Coates
Mr Kaijian
Chen
Mr Martin
Zhou
HELD
WHILE
DIRECTOR
4
4
4
4
2
2
4
4
4
4
2
2
11
11
11
11
10
1
There is presently no separate Audit, Nomination
or Remuneration Committee, with all committee
functions being addressed by the full Board.
16
Vmoto Limited is a global electric two-wheel
vehicle (EV) brand owner, designer, manufacturer
and distributor. The Company specialises in high
quality electric two-wheel vehicle and manufactures
a range of high-end electric two-wheel vehicle
from its own manufacturing facilities in Nanjing,
China. Vmoto combines comprehensive and well-
established Chinese manufacturing capabilities and
supply chain with international design. The Group
operates through the following primary brands:
• VMOTO, the Company’s own proprietary brand,
targeting international premium B2C markets;
• VMOTO Fleet, the Company’s own proprietary
brand, targeting international B2B markets; and
• Super Soco, a B2C brand for which Vmoto holds
international marketing rights outside of China.
ANNUAL REPORT 2022 Total consolidated sales of $116.7 million were recorded for the Group for the year ended 31 December 2022
(FY2021: $86.2 million). The revenue of the Group has increased 35% compared to the year ended 31 December
2021, largely due to increased international sales and expansion of its distribution network globally. The Company
capitalised on its high-quality products and over 13 years of experience in the electric two-wheel vehicle market
by providing fully integrated e-mobility solution to its customers.
During the year ended 31 December 2022, the Group recorded a net profit of $10,217,956 after income tax
(FY2021: $8,034,030). The earnings before interest, tax, depreciation and amortisation (EBITDA) for the year
ended 31 December 2022 was $12,298,306 (FY2021: $10,225,753). Note that the above NPAT and EBITDA are
results after accounting for the provision of doubtful debts of USD2.7 million (approximately $4 million) due to
bankruptcy filed by its Netherlands B2B customers, Greenmo Rent BV and Greenmo Services BV.
The following table provides a reconciliation between the EBITDA and statutory net profit after tax for the year
ended 31 December 2022 and 31 December 2021:
Earnings before interest, tax, depreciation and
amortisation
FY2022
FY2021
$12,298,306
$10,225,753
Depreciation and amortisation
($1,309,901)
($1,643,173)
Profit before interest and tax
$10,988,405
$8,582,580
Interest income
Interest expense
Income tax expense
$433,345
($21,953)
$189,705
($23,101)
($1,181,841)
($715,154)
NET PROFIT AFTER TAX
$10,217,956
$8,034,030
Directors believe this information is useful to provide investors with transparency on the underlying performance
of the Company.
A more detailed review of operations for the year ended 31 December 2022 is set out in the Operations Review
preceding the Directors’ Report.
REVIEW OF FINANCIAL POSITION
The Group’s net assets increased by approximately
$12.5 million to $58.5 million during the year ended
31 December 2022.
Cash balances increased by approximately $9.4
million during the year ended 31 December
2022 due to increased sales to existing and new
customers. The Company is utilising its cash for
working capital to meet increasing orders and
to invest further into the Group’s expanding
international distribution operations, with an aim
to continue to penetrate further into international
markets and further consolidate the Group’s
position as a global leader in the manufacture, sales
and distribution of electric two-wheel vehicles.
Trade and other receivables increased by $2.7
million, largely due to growing orders from the
customers and increase in VAT credits from
governments as a result of increased sales activities.
Inventories increased slightly by $1 million and
prepayments increased by approximately $6 million,
which reflect the increase in orders from customers
and prepayments made to suppliers to secure parts
for manufacturing the products.
Trade and other payables increased by
approximately $5.8 million during the period
primarily reflecting the increased manufacturing
and sales activities and better payment terms from
suppliers.
17
Issued capital increased by $1.3 million during the
year ended 31 December 2022, primarily due to
the vesting and issue of share-based incentives to
executive directors and employees, and investments
from strategic partnerships with Giovanni Castiglioni
and Graziano Milone.
No dividend has been declared or paid by the
Company to the date of this Annual Report in
respect of the year ended 31 December 2022.
BUSINESS STRATEGIES AND PROSPECTS FOR
FUTURE FINANCIAL YEARS
The Company’s business strategies for future
financial years include:
• Continue to focus on high value and high
margin international markets and to become a
worldwide leading electric vehicle manufacturer
and provider to B2C and B2B customers and
markets internationally;
• Continue to improve the Company’s electric
two-wheel vehicle products to attract high
quality international business group customers;
• Expand the Company’s product range including
an electric three-wheel vehicle to supply to
broad spectrum of consumers and customers;
• Expand its European distribution network and
warehouse in Europe to accelerate sales into
European B2C and B2B markets;
• Expand its international distribution network
including North America, Asia, South America
and the Middle East, and to work with strategic
distributors/customers to target large projects
in their local markets;
• Expand its international B2B business and
target large B2B customers in ride-sharing and
delivery sectors; and
• To develop battery station products with
the aim of increasing its revenue stream and
becoming known as an international integrated
e-mobility solution provider.
The potential material business risks faced by the
Company that are likely to have an effect on the
financial prospects of the Company and how the
Company manages these risks include:
• Competition in the electric two-wheel vehicles
industry – Vmoto operates in the electric
two-wheel vehicle industry and the Company
expects additional competitors to enter
this market that may have greater financial,
18
research and development, marketing,
distribution and other resources. We believe
that we can compete in this market due to
our first mover advantage, having operated in
the electric two-wheel vehicle markets since
2009. Vmoto manufactures its products in
China and has an established, comprehensive
supply chain for parts required to manufacture
electric two-wheel vehicles and an established
distribution network, currently comprising 65
countries.
• Technological obsolescence – given the
Company operates in an industry involving
electric vehicle technology, any technological
obsolescence could have an impact on
our financial results. We address this risk
through continued investment in research
and development, patent appropriate and
necessary research and development results,
recruitment of competent technicians and
constantly monitoring the market. We see this
risk as minimal as the Company is constantly
developing new technology and functions in
its electric two-wheel vehicle products and has
the protection of trademarks and patents.
• Business relationship with Super Soco –
Vmoto signed a joint investment agreement
with Super Soco in February 2020, to
establish a jointly owned Chinese registered
manufacturing company, Nanjing Vmoto Soco
Intelligent Technology Co, Ltd (Vmoto Soco
Manufacturing). Vmoto and Super Soco each
own 50% of the issued capital of Vmoto Soco
Manufacturing. The joint investment agreement
reduced the risk however changes in business
cooperation and circumstances of Super Soco
could have an impact on our financial results.
IMPACT OF LEGISLATION AND OTHER EXTERNAL
REQUIREMENTS
The Group’s operations are not subject to any
significant environmental regulations. The Board
believes that the Group has adequate systems in
place for the management of its environmental
regulations and is not aware of any breach of those
environmental requirements as they apply to the
Group.
CLEAN ENERGY LEGISLATIVE PACKAGE
The Clean Energy Legislative Package, which
included the Clean Energy Act 2011, was passed by
the Australian Government in November 2011. It sets
out the way that the government will introduce a
carbon price to reduce Australia’s carbon pollution
and move to a clean energy future.
ANNUAL REPORT 2022 The Group’s manufacturing activities are primarily
carried out in China and the Directors believe that
the Group will not be significantly affected by this
legislation. The Group has not incorporated the
effect of any carbon price implementation in its
impairment testing at 31 December 2022.
The Directors’ view is that there were no changes
in environmental or other legislative requirements
during the year that have significantly affected the
results or operations of the Group.
EVENTS SUBSEQUENT TO BALANCE DATE
for over seven years with no history of default.
Under current business arrangements, there are
outstanding accounts receivables of approximately
USD2.7 million due to Vmoto from GreenMo
Services and GreenMo Rent, which the full amount
have been provided for as doubtful debts in the
year ended 31 December 2022.
ACQUISITION OF VMOTO UK DISTRIBUTOR
On 7 March 2023, the Company announced it had
acquired the business and certain assets of its UK
Distributor for approximately $1 million.
ISSUE OF SHARES TO DIRECTORS AND EMPLOYEES
On 3 January 2023, 2,850,995 shares were issued
to Managing Director Mr Charles Chen and 1,186,122
shares were issued to Finance Director Mr Ivan
Teo, following vesting of performance rights issued
under the Company’s employee securities incentive
plan, approved by shareholders on 16 December
2020.
On 23 February 2023, the Company issued a total
of 2,238,139 shares to employees in recognition of
their efforts and contribution to the Company.
VMOTO’S NETHERLANDS B2B CUSTOMERS
In February 2023, the Company became aware
that one of its strategic B2B customer, GreenMo
Services BV (Greenmo Services) had filed for
bankruptcy in the Netherlands.
GreenMo Services and GreenMo Rent have been
strategic B2B customers in the Netherlands
Other than the above, there has not arisen in the
interval between the end of the financial period and
the date of this Annual Report any item, transaction
or event of a material and unusual nature likely, in
the opinion of the Directors, to affect significantly
the operations of the Group, the results of those
operations, or the state of affairs of the Group in
future financial years.
LIKELY DEVELOPMENTS
Further information about likely developments in the
operations of the Group and the expected results
of those operations in future financial years are
discussed in the Operations Review.
DIRECTORS’ INTERESTS
The relevant interests of each Director in the shares,
options and rights issued by the Company at the
date of this Annual Report are as follows:
DIRECTOR
ORDINARY SHARES
OPTIONS
SERVICE &
PERFORMANCE RIGHTS
Mr Charles Chen1
36,655,779
Mr Ivan Teo2
3,086,122
Mr Blair Sergeant3
140,000
Ms Shannon Coates4
497,929
Mr Martin Zhou5
12,164,812
-
-
-
-
-
2,693,054
1,201,976
-
-
-
1.
36,655,779 shares and 2,693,054 performance rights are held directly by Mr Charles Chen.
2. 3,086,122 shares and 1,201,976 performance rights are held directly by Mr Ivan Teo.
3.
140,000 shares are held indirectly by Rio Super Pty Ltd as trustee for Rio Grande Do Norte Super Fund. Mr Sergeant is a
beneficiary of Rio Grande Do Norte Super Fund.
4. 437,929 shares are held indirectly by Ms Coates’ spouse, Mr Simon Kimberley Coates as trustee for the Kooyong Trust. 60,000
shares are held indirectly by Mr Simon Kimberley Coates and Mrs Shannon Coates as trustee for the Sunnyside Super Fund. Ms
Coates is a beneficiary of the Kooyong Trust and the Sunnyside Super Fund.
5.
12,164,812 shares are held directly by Mr Martin Zhou.
19
OPTIONS
On 11 April 2022, the Company issued 21 million
options with exercise between $0.45 and $0.65
to Giovanni Castiglioni and issued 2.1 million
options with exercise between $0.45 and $0.65 to
Graziano Milone pursuant strategic partnership and
investment agreements signed in April 2022.
On 21 June 2022, the Company issued 1 million
options to an advisor for investor relation services
provided.
At the date of this report, options over unissued
ordinary shares of the Company are:
CLASS
EXERCISE
PRICE
NUMBER
2022 Options
$0.45
6,600,000
2022 Options
$0.55
7,700,000
2022 Options
$0.65
8,800,000
2022 Options
$0.55
1,000,000
SERVICE & PERFORMANCE RIGHTS
On 13 May 2022, the Company issued 1,372,346
performance rights to Mr Charles Chen and 652,512
performance rights to Mr Ivan Teo following
shareholder approval at the Company’s Annual
General Meeting on 13 May 2022.
All Performance Rights convert to fully paid
ordinary shares for nil cash consideration, subject to
performance based vesting conditions. At the date
of this report, rights over unissued ordinary shares
of the Company are:
CLASS
NUMBER
2020 Performance rights
4,037,117
2021 Performance rights
1,870,172
2022 Performance rights
2,024,858
20
ANNUAL REPORT 2022 INDEMNIFICATION AND INSURANCE OF
OFFICERS AND AUDITORS
INDEMNIFICATION
The Company has agreed to indemnify the current
Directors and Officers of the Company against
all liabilities to another person (other than the
Company or a related body corporate) that may
arise from their position as Directors and Officers of
the Company, except where the liability arises out of
conduct involving a lack of good faith.
The agreement stipulates that the Company will
meet, to the maximum extent permitted by law, the
full amount of any such liabilities, including costs and
expenses.
The Company has not agreed to indemnify their
current auditors, Hall Chadwick WA Audit Pty Ltd.
INSURANCE PREMIUMS
As at the date of this Annual Report, a Directors
and Officers insurance policy has been secured. The
insurance premium for this policy paid during the
year ended 31 December 2022 was $58,937.
Non-audit services
During the year, Hall Chadwick WA Audit Pty Ltd,
the Company’s auditor, did not perform any non-
audit services in addition to their statutory duties.
Auditor’s Independence Declaration
The Auditor’s Independence Declaration is set out
on page 78 and forms part of the Directors’ Report
for the year ended 31 December 2022.
21
REMUNERATION
REPORT
This remuneration report outlines the Director
and executive remuneration arrangements of the
Company and the Group.
The Board as a whole is responsible for considering
remuneration policies and packages applicable both
to Directors and executives of the Company and
the Group.
Key Management Personnel have authority and
responsibility for planning, directing and controlling
the activities of the Company and the Group,
including Directors of the Company and other
executives. Key Management Personnel comprise
the Directors of the Company, key management
and executives for the Company and the Group.
DIRECTOR AND KEY MANAGEMENT PERSONNEL
DETAILS
The following persons acted as Directors of the
Company during or since the end of the financial year:
• Mr Charles Chen
• Mr Ivan Teo
• Mr Blair Sergeant
• Ms Shannon Coates
• Mr Kaijian Chen (resigned 16 September 2022)
• Mr Martin Zhou (appointed 16 September 2022)
The term ‘Key Management Personnel’ is used in
this remuneration report to refer to the Directors
and the following persons. Except as noted, the
named persons held their position during or since
the end of the financial year:
• Mr Graziano Milone (Chief Marketing Officer &
President of Strategic Business Development)
• Mr Gaetan Orselli (Sales Manager)
• Mr Maik Spaan (Europe After Sales & Service
Manager)
• Mr Adam Cui (Sales Manager)
• Mr Yaze Liu (Research & Development Manager)
• Mr Jeffrey Wu (Sales Manager, resigned 31 March
2022)
22
OVERVIEW OF REMUNERATION POLICIES
Broadly, remuneration levels for Key Management
Personnel of the Company and Key Management
Personnel of the Group are competitively set
to attract and retain appropriately qualified
and experienced Directors and executives and
reward the achievement of strategic objectives.
The Board may seek independent advice on the
appropriateness of remuneration packages of
both the Company and the Group given trends
in comparative companies both locally and
internationally, and the objectives of the Company’s
remuneration strategy.
Remuneration packages consist of fixed
remuneration including base salary, employer
contributions to superannuation funds and non-cash
benefits.
The Company has established a long-term incentive
plan, which is known as the Vmoto Limited
Employee Long Term Incentive Plan (‘Plan’). This
plan allows Directors to offer equity securities
to attract, motivate and retain key directors,
employees and consultants and provide them
with the opportunity to participate in the future
growth of the Company. Under the plan, the Board
may offer to eligible persons the opportunity to
subscribe for equity securities in the Company as
the Board may decide and, on the terms, set out in
the rules of the Plan.
FIXED REMUNERATION
Fixed remuneration consists of base remuneration
(which is calculated on a total cost basis and
includes any FBT charges related to employee
benefits including motor vehicle), as well as
employer contributions to superannuation funds.
Remuneration levels are reviewed annually by the
Board through a process that considers individual,
segment and overall performance of the Group. The
Board has regard to remuneration levels external to
the Group to ensure the Directors’ and executives’
remuneration is competitive in the market place.
ANNUAL REPORT 2022 Executive Directors are employed full time and
receive fixed remuneration in the form of salary
and statutory superannuation or consultancy fees,
commensurate with their required level of services.
Non-Executive Directors receive a fixed monthly fee
for their services. Where Non-Executive Directors
provide services materially outside their usual Board
duties, they are remunerated on an agreed retainer
or daily rate basis.
SERVICE AGREEMENTS
It is the Group’s policy that service agreements for
Key Management Personnel are unlimited in term
but capable of termination on 3 months’ notice
and that the Group retains the right to terminate
the service agreements immediately, by making
payment equal to 3 months’ pay in lieu of notice.
The service agreement outlines the components of
compensation paid to Key Management Personnel
but does not prescribe how remuneration levels
are modified year to year. Remuneration levels are
reviewed annually on a date as close as possible to
31 December of each year to take into account Key
Management Personnel’s performance.
Certain Key Management Personnel will be entitled
to bonuses as the Board may decide in its absolute
discretion from time to time.
NON-EXECUTIVE DIRECTORS
Total remuneration for all Non-Executive Directors,
last voted upon by shareholders at the 2012 Annual
General Meeting, is not to exceed A$300,000 per
annum and has been set at a level to enable the
Company to attract and retain suitably qualified
Directors. The Company does not have any
scheme relating to retirement benefits for Non-
Executive Directors.
RELATIONSHIP BETWEEN THE REMUNERATION
POLICY AND COMPANY PERFORMANCE
The remuneration policy has been tailored to
increase goal congruence between shareholders,
Directors and executives. Two methods have
been applied to achieve this aim, the first being a
performance-based rights subject to performance-
based vesting conditions, and the second being
the issue of options or shares to Key Management
Personnel to encourage the alignment of personal
and shareholder interests.
The tables below set out summary information
about the Group’s earnings and movements in
shareholder wealth for the last five reporting years:
In AUD
In AUD
Revenue
Net profit / (loss)
before tax
Net profit / (loss)
after tax
In AUD
31 Dec 2022
12 months
31 Dec 2021
12 months
31 Dec 2020
12 months
31 Dec 2019
12 months
31 Dec 2018
12 months
$’000
116,673
11,400
10,218
$’000
86,167
8,749
8,034
$’000
61,013
4,220
3,656
$’000
45,672
1,301
1,301
$’000
19,578
(918)
(918)
31 Dec 2022
12 months
31 Dec 2021
12 months
31 Dec 2020
12 months
31 Dec 2019
12 months
31 Dec 2018
12 months
Share price at start
of period
$0.43
Share price at end
of period
$0.40
Dividend
-
$0.44
$0.43
-
$0.245
$0.056
$0.058
$0.44
$0.245
$0.056
-
-
-
Basic earnings/
(loss) per share
Diluted earnings/
(loss) per share
3.64 cents
2.89 cents
1.45 cents
0.58 cents
(0.43 cents)
3.43 cents
2.82 cents
1.45 cents
0.57 cents
(0.43 cents)
23
DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION
Details of the nature and amount of each major element of the remuneration of each Director of the
Company and the named officers of the Company and the Group for the years ended 31 December 2022
and 31 December 2021 are:
SHORT-TERM
POST
EMPLOY-
MENT
SHARE
BASED
Salary &
fees
STI cash
bonus
Superan-
nuation
benefits
Shares
Total
Propor-
tion of
remu-
neration
shares
related
Propor-
tion of
remu-
neration
perfor-
mance
related
In AUD
$
$
$
$
$
$
$
EXECUTIVE DIRECTORS
Mr Charles
Chen
Mr Ivan
Teo
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
420,0001
390,8331
212,5002
185,5212
NON-EXECUTIVE DIRECTORS
Mr Blair
Sergeant3
Ms
Shannon
Coates4
Mr Martin
Zhou4
(appointed
16 Sep
2022)
Mr Kaijian
Chen
(resigned 16
Sep 2022)
Total, all
Directors
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
100,000
120,000
76,256
54,795
-
-
-
-
808,756
751,149
24
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,244
5,205
-
-
-
-
789,488 1,209,488
65%
63%
870,745
1,261,578
69%
44%
348,812
561,312
62%
58%
362,461
547,982
66%
42%
-
-
-
-
100,000
120,000
83,500
60,000
-
-
-
-
17,500
17,500
100%
-
-
-
28,333
28,333
100%
42,603
42,603
100%
-
-
-
-
-
-
-
-
7,244
1,184,133
2,000,133
59%
54%
5,205
1,275,809 2,032,163
63%
39%
ANNUAL REPORT 2022 1. Mr Chen’s Director fees for the year ended
31 December 2022 was USD336,000 and
for the year ended 31 December 2021 was
USD312,667.
2. Mr Teo’s Director fees for the year ended
31 December 2022 was USD 170,000 and
for the year ended 31 December 2021 was
USD148,417.
3. Ms Coates was appointed as Non-Executive
Director on 23 May 2014. Ms Coates was
appointed Company Secretary to the
Company in 2007 and, via an associated
company Evolution Corporate Services Pty
Ltd, provided company secretarial, corporate
advisory and Australian registered office
services to Vmoto for a monthly retainer
until 30 June 2022. Ms Coates resigned as
Company Secretary on 30 September 2022.
For the 2022 financial year, the Company paid
Evolution Corporate Services Pty Ltd $39,000
for these services, which is not included in the
amount above.
4. Mr Martin Zhou was appointed as Non-
Executive Director on 16 September 2022.
Mr Zhou has agreed to receive his director
fees in shares and the Company will seek
shareholders’ approval for this issue at the
2023 Annual General Meeting.
25
SHORT-TERM
POST-EM-
PLOY-
MENT
SHARE
BASED
PAY-
MENTS
Salary &
fees
STI cash
bonus
Superan-
nuation
benefits
Shares
Total
Propor-
tion of
remu-
neration
shares
related
Propor-
tion of
remuner-
ation per-
formance
related
In AUD
$
$
$
$
$
$
$
EXECUTIVES
Mr Graziano
Milone (Chief
Marketing Officer
& President of
Strategic Business
Development,
appointed 1 March
2022)
Mr Gaetan Orselli
(Sales Manager)
Mr Maik Spaan
(Europe After
Sales & Service
Manager)
Mr Adam Cui
(Sales Manager)
Mr Yaze Liu
(R&D Manager,
appointed 1 July
2022)
Ms Susan Xie
(Sales Manager)
Mr Jeffrey Wu
(Sales Manager,
resigned 31 March
2022)
Total, all
Executives
26
12 months to
Dec 2022
75,838
12 months to
Dec 2021
-
-
-
-
-
-
-
127,850
131,250
122,376
110,122
46,181
59,865
51,873
34,151
98,751
26,779
-
-
-
-
51,563
32,081
12,829
-
63,569
29,804
483,825
86,644
408,377 96,036
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
12 months to
Dec 2022
12 months to
Dec 2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
143,171
219,009
65%
-
-
-
4,875
132,725
4%
-
131,250
-
13,542
135,918
10%
7,944
118,066
7%
-
-
-
-
-
106,046
86,024
125,530
-
-
-
-
-
-
-
-
-
-
-
-
-
56%
40%
21%
-
-
22,934
106,578
22%
30%
8,083
20,912
39%
-
39,260
132,633
30%
22%
169,671
740,140
23%
12%
70,138
574,551
12%
17%
ANNUAL REPORT 2022 SHARE-BASED PAYMENT ARRANGEMENTS
SERVICE & PERFORMANCE RIGHTS
SHARES
On 4 April 2022, 1,720,000 shares were granted
to Key Management Personnel as an incentive
and to recognise their efforts in the year ended
31 December 2021. The shares granted to Key
Management Personnel are subject to a three-year
voluntary escrow period.
OPTIONS
The Company operates an Employee Long Term
Incentive Plan (Plan) for eligible persons of the
Group. In accordance with the provisions of the
Plan, eligible persons may be granted options to
purchase ordinary shares at an exercise price to be
determined by the Board with regard to the market
value of the shares when it resolves to offer the
options. The options may only be granted to eligible
persons after the Board considers the person’s
seniority, position, length of service, record of
employment, potential contribution and any other
matters which the Board considers relevant.
Each employee share option converts into one
ordinary share of Vmoto Limited on exercise. No
amounts are paid or payable to the Company by
the recipient on receipt of the option. The options
carry neither rights to dividends nor voting rights.
Options may be exercised at any time from the date
of vesting to the date of their expiry.
The number of options granted is determined by
the Board.
There is no further service or performance criteria
that need to be met in relation to options granted
before the beneficial interest vests in the recipient.
During the year ended 31 December 2022, no
options were granted to Key Management
Personnel under the Plan.
As above, the Company operates an Employee
Long Term Incentive Plan for eligible persons of
the Group. In accordance with the provisions of
the Plan, eligible persons may be granted rights
to attract, motivate and retain key directors,
employees and consultants to participate in the
future growth of the Company to be determined by
the Board and on the terms set out in the rules of
the plan. The rights may only be granted to eligible
persons after the Board considers the person’s
seniority, position, length of service, record of
employment, potential contribution and any other
matters which the Board considers relevant.
Each right converts into one ordinary share of
Vmoto Limited at nil consideration when service
and performance-based conditions as determined
by the Board are met within designated period.
No amounts are paid or payable to the Company
by the recipient on receipt of the rights or on
conversion of the rights to shares. Rights carry
neither rights to dividends nor voting rights.
The number of rights granted is determined by the
Board.
Rights under the Plan expire when the applicable
service and/or performance conditions are not met
within the designated period, or immediately on the
resignation of the eligible persons, whichever is the
earlier.
Unless specified by the Board at the time of offer of
rights, there are no further service or performance
criteria that need to be met in relation to rights
granted before the beneficial interest vests in the
recipient.
27
PERFORMANCE RIGHTS GRANTED IN FY2022
During the year ended 31 December 2022, 1,372,346 performance rights were granted to Mr Charles Chen
and 652,512 performance rights were granted to Mr Ivan Teo pursuant to the shareholder approval on 13
May 2022.
The performance rights vest subject to:
• Continuing employment;
• Minimum performance hurdle of a minimum share price compound annual growth rate (CAGR)
increases of 5% over the performance period;
• No performance rights will vest if CAGR is less than 5% over the respective period; and
• 50% of the performance rights will vest if CAGR of 10% is achieved, up to maximum of 100% of the
performance rights will vest if CAGR of 15% is achieved and pro rata of the performance rights will vest
if CAGR is >5%&<10% and >10%&<15%, as follows:
PERFORMANCE HURDLES
Performance right
grants
Performance
period
Share price
hurdle
25% vest
50% vest
100% vest
2020 performance
rights
2021 performance
rights
2022 performance
rights
2 years to
31 December
2022
3 years to
31 December
2023
3 years to
31 December
2024
5%
5%
5%
5%
5%
5%
10%
10%
10%
15%
15%
15%
FAIR VALUE OF PERFORMANCE RIGHTS GRANTED DURING THE PERIOD
The fair value of services received in return for performance and service rights granted to executive
directors is measured by reference to the fair value of the rights granted. The estimate of the fair value
of the services received is measured by reference to the vesting conditions specific to the grant based
on Black-Scholes valuation methodology for service rights and Monte Carlo valuation methodology for
performance rights.
Assumptions to determine fair value of rights
2022 performance rights
Grant date
Fair value at measurement date
Share price at grant date
Performance rights life
28
13 May 2022
$0.2246
$0.38
3 years
ANNUAL REPORT 2022 SHARE HOLDINGS AND TRANSACTIONS OF KEY MANAGEMENT PERSONNEL
The movement during the year ended 31 December 2022 in the number of ordinary shares held, directly,
indirectly or beneficially by each key management person, including their personally-related entities, is as
follows:
Held at 1
Jan 2022
Held at
date of ap-
pointment
Net
change1
Granted as
remunera-
tion
Received
on vest
of service
rights
Held at
date of
resigna-
tion
Held at 31
Dec 2022
DIRECTORS
Mr C Chen
23,087,784
Mr I Teo
1,621,207
Mr B Sergeant 90,000
Ms S Coates
437,929
Mr K Chen
3,002,427
N/A
N/A
N/A
N/A
N/A
Mr M Zhou
N/A
12,164,812
EXECUTIVES
10,117,000
28,793
50,000
60,000
-
-
-
-
-
-
94,117
-
Mr G Milone
N/A
400,000
300,000
300,000
Mr G Orselli
-
Mr M Spaan
50,000
Mr A Cui
-
Mr Y Liu
N/A
N/A
N/A
N/A
-
-
-
-
-
Mr J Wu
1,000,000
N/A
(600,000)
50,000
50,000
-
-
-
3,450,995
1,436,122
-
-
-
-
-
-
-
-
-
-
N/A
N/A
N/A
N/A
36,655,779
3,086,122
140,000
497,929
3,096,544
N/A
N/A
12,164,812
N/A
N/A
N/A
N/A
N/A
1,000,000
50,000
100,000
-
-
400,000
N/A
1. Net change represents the acquisition and disposal of shares on market and exercise of options by the
Key Management Personnel.
29
OPTION HOLDINGS OF KEY MANAGEMENT PERSONNEL
The movement during the year ended 31 December 2022 in the number of options over ordinary shares
held, directly, indirectly or beneficially by each key management person, including their personally-related
entities, is as follows:
Held at 1
Jan 2022
Held at
date of ap-
pointment
Net
change1
Granted as
remunera-
tion
Received
on vest
of service
rights
Held at
date of res-
ignation
Held at 31
Dec 2022
DIRECTORS
Mr C Chen
Mr I Teo
-
-
Mr B Sergeant -
Ms S Coates
Mr K Chen
-
-
Mr M Zhou
N/A
EXECUTIVES
Mr G Milone
N/A
Mr G Orselli
Mr M Spaan
Mr A Cui
-
-
-
Mr Y Liu
N/A
Mr J Wu
-
N/A
N/A
N/A
N/A
N/A
-
-
N/A
N/A
N/A
-
N/A
-
-
-
-
-
-
2,100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
N/A
N/A
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
-
-
-
-
-
N/A
-
2,100,000
-
-
-
-
N/A
30
ANNUAL REPORT 2022 SERVICE AND PERFORMANCE RIGHTS OF KEY MANAGEMENT PERSONNEL
The movement during the year ended 31 December 2022 in the number of service and performance rights
over ordinary shares held, directly, indirectly or beneficially by each key management person, including their
personally-related entities, is as follows:
Held at 1
Jan 2021
Held at
date of ap-
pointment
Net
change1
Granted as
remunera-
tion
Received
on vest
of service
rights
Held at
date of res-
ignation
Held at 31
Dec 2021
DIRECTORS
Mr C Chen
4,771,703
N/A
Mr I Teo
1,985,586
Mr B Sergeant -
Ms S Coates
Mr K Chen
-
-
Mr M Zhou
N/A
EXECUTIVES
Mr G Milone
N/A
Mr G Orselli
Mr M Spaan
Mr A Cui
-
-
-
Mr Y Liu
N/A
Mr J Wu
-
N/A
N/A
N/A
N/A
-
-
N/A
N/A
N/A
-
N/A
-
-
-
-
-
-
-
-
-
-
-
-
1,372,346
3,450,995
652,512
(1,436,122)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
-
2,693,054
1,201,976
-
-
-
-
-
-
-
-
-
N/A
OTHER KEY MANAGEMENT PERSONNEL TRANSACTIONS
From 1 January to 30 June 2022, Evolution Corporate Services Pty Ltd, an entity associated with Ms
Shannon Coates, provided company secretarial, administration and registered office services to the Group
pursuant to consultancy agreement and received total fees of $39,000 for the year ended 31 December
2022.
Other than the above, there have been no related party transactions involving any of the Key Management
Personnel identified in the table above during the year or the previous year.
This report is made with a resolution of the Directors pursuant to s298(2) of the Corporations Act 2001:
CHARLES CHEN
MANAGING DIRECTOR
Dated at Western Australia, this 30th day of March 2023.
31
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2022
Notes
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Revenue from sale of goods
116,672,738
86,167,219
Cost of sales
Gross Profit
Other income
(85,211,766)
(62,520,741)
31,460,972
23,646,478
2(a)
3,872,339
2,294,341
Operational expenses
(10,641,839)
(10,917,613)
Marketing and distribution expenses
(2,135,640)
(1,644,402)
Corporate and administrative expenses
(5,293,612)
(4,577,367)
Occupancy expenses
(233,999)
(177,396)
Other expenses
2(b)
(4,283,394)
(491,927)
Share of losses from equity accounted
investments
Finance costs
Profit from continuing operations
before tax
(1,323,077)
(21,953)
640,171
(23,101)
11,399,797
8,749,184
Income tax expense
4(a)
(1,181,841)
(715,154)
Profit after tax from continuing
operations
10,217,956
8,034,030
32
ANNUAL REPORT 2022 Notes
Year ended
31 December 2022
$
Year ended
31 December 2021
$
54,224
54,224
3,179,413
3,179,413
10,272,180
11,213,443
Other comprehensive income
Foreign currency translation differences
Other comprehensive income for the
year, net of income tax
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR
Profit/(Loss) for the year attributable
to:
Owners of the Company
10,268,775
8,082,465
Non-controlling interests
(50,819)
(48,435)
10,217,956
8,034,030
Total comprehensive income for the
year attributable to:
Owners of the Company
10,322,999
11,261,878
Non-controlling interest
(50,819)
(48,435)
10,272,180
11,213,443
Earnings per share
20
Basic earnings/(loss) per share
3.64 cents
2.89 cents
Diluted earnings/(loss) per share
3.43 cents
2.82 cents
The consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes.
33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS
AT 31 DECEMBER 2022
CURRENT ASSETS
NOTES
31 DEC 2022
31 DEC 2021
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
Total Current Assets
NON-CURRENT ASSETS
Property, plant and equipment
Right-of-use assets
Intangible Assets
Investments accounted for using equity
method
5
6
7
8
9
13
10
11
28,025,897
18,633,879
17,469,720
14,812,971
13,507,893
12,527,456
9,923,366
3,847,521
68,926,876
49,821,826
5,156,139
1,001,588
-
5,988,074
360,509
-
5,901,577
7,132,878
Total Non-Current Assets
12,059,304
13,481,461
TOTAL ASSETS
80,986,180
63,303,287
34
ANNUAL REPORT 2022 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS
AT 31 DECEMBER 2021 (CONTINUED)
CURRENT LIABILITIES
NOTES
31 DEC 2022
31 DEC 2021
Trade and other payables
Current tax liabilities
Lease liabilities
12
4(e)
13
21,700,449
16,863,435
474,397
110,266
9,451
110,494
Total Current Liabilities
22,285,112
16,983,380
164,865
164,865
282,768
282,768
22,449,977
17,266,149
58,536,203
46,037,138
NON-CURRENT LIABILITIES
Lease liabilities
13
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
Non-controlling interests
14
14
17
15
91,907,912
90,559,203
2,327,352
1,394,952
(35,574,178)
(45,842,953)
(124,883)
(74,064)
TOTAL EQUITY
58,536,203
46,037,138
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
35
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
YEAR ENDED 31 DECEMBER 2022
Notes
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Cash flows from operating activities
Receipts from customers
117,125,622
95,511,785
Payments to suppliers and employees
(111,832,204)
(92,944,871)
Interest received
Interest paid
Other cash receipts
Net cash generated by operating
activities
24
433,345
-
3,623,498
9,350,261
189,705
-
1,038,256
3,794,875
Cash flows from investing activities
Payments for property, plant &
equipment
Payments for equity-accounted
investments
(662,144)
(615,084)
-
-
Net cash used in investing activities
(662,144)
(615,084)
Cash flows from financing activities
Proceeds from issue of equity shares
529,125
Payments for share issue costs
Repayment of borrowings
Net cash generated by financing
activities
Net (decrease)/increase in cash and
cash equivalents
Cash and cash equivalents at the
beginning of the year
Effect of exchange rate fluctuations on
cash held
Cash and cash equivalents at the end
of the year
-
-
529,125
-
-
-
-
9,217,242
3,179,791
18,633,879
14,997,486
174,776
456,602
28,025,897
18,633,879
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
36
ANNUAL REPORT 2022 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Non-con-
trolling
Interests
Total
$
89,823,509
(2,711,667)
(53,925,418)
(25,629)
33,160,795
-
-
-
-
8,082,465
(48,435)
8,034,030
3,179,413
-
-
3,179,413
3,179,413
8,082,465
(48,435)
11,213,443
Balance as at 1 January
2021
Profit for the year
Other comprehensive
income for the year
Total comprehensive
income for the year
Issue of ordinary shares
429,694
-
-
1,233,206
306,000
(306,000)
-
-
-
-
-
-
429,694
1,233,206
-
Issue of service and
performance rights
Transfer vested service
rights reserve to issued
capital
Balance as at 31
December 2021
Balance as at 1 January
2022
Profit for the year
Other comprehensive
income for the year
Total comprehensive
income for the year
Issue of service and
performance rights
Transfer vested service
rights reserve to issued
capital
Balance as at 31
December 2022
90,559,203
1,394,952
(45,842,953)
(74,064)
46,037,138
90,559,203
1,394,952
(45,842,953)
(74,064)
46,037,138
-
-
-
-
10,268,775
(50,819)
10,217,956
54,224
-
-
54,224
54,224
10,268,775
(50,819)
10,272,180
-
1,184,176
306,000
(306,000)
-
-
-
-
-
-
1,042,709
1,184,176
-
91,907,912
2,327,352
(35,574,178)
(124,883)
58,536,203
Issue of ordinary shares
1,042,709
-
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
37
NOTES TO
THE FINANCIAL
STATEMENTS
1. STATEMENT OF SIGNIFICANT ACCOUNTING
POLICIES
Vmoto Limited (“Vmoto” or “the Company”) is a
limited company incorporated in Australia. The
consolidated financial report of the Company
as at and for the year ended 31 December 2022
comprises the Company and its subsidiaries
(together referred to as the “Group”).
The accounting policies set out below have been
applied consistently to all periods presented in the
consolidated financial statements, and have been
applied consistently by all entities in the Group.
a. Basis of preparation
i. Statement of compliance
The financial report is a general-purpose financial
report which has been prepared in accordance
with Australian Accounting Standards (AASBs)
(including Australian Interpretations) adopted by
the Australian Accounting Standards Board (AASB)
and the Corporations Act 2001. The consolidated
financial report of the Group complies with
International Financial Reporting Standards (IFRSs)
and interpretations adopted by the International
Accounting Standards Board (IASB).
The financial statements were approved by the
Board of Directors on 30th March 2023.
ii.
Basis of measurement
The consolidated financial statements of the Group
are prepared on an accruals basis and are based on
historical costs except where otherwise stated.
iii.
Functional and presentation currency
The consolidated financial statements of the
Group are presented in Australian dollars, which is
different from its functional currency, determined
to be Renminbi. A different presentation currency
has been adopted as the Board of Directors
38
believe that financial statements presented in
Australian dollar (which is the functional currency
of parent company) are more useful to the users
and shareholders of the Company who are
predominantly in Australia.
iv.
Standards and interpretations affecting
amounts reported in current period (and/or
prior periods)
Accounting Standards that are mandatorily
effective for the current reporting year
The Group has adopted all of the new and revised
Standards and Interpretations issued by the
Australian Accounting Standards Board (AASB) that
are relevant to its operations and effective for an
accounting period that begins on or after 1 January
2020. New and revised Standards and amendments
thereof and Interpretations effective for the current
year that are relevant to the Group include:
• AASB 1060 General Purpose Financial
Statements – Simplified Disclosures for For-
Profit and Not-for-Profit Tier 2 Entities
• AASB 2020-2 Amendments to Australian
Accounting Standards – Removal of Special
Purpose Financial Statements for Certain For-
Profit Private Sector Entities
• AASB 2020-3 Amendments to Australian
Accounting Standards – Annual Improvements
2018-2020 and Other Amendments
• AASB 2020-7 Amendments to Australian
Accounting Standards – Covid-19-Related Rent
Concessions: Tier 2 Disclosures
• AASB 2020-9 Amendments to Australian
Accounting Standards – Tier 2 Disclosures:
Interest Rate Benchmark Reform (Phase 2) and
Other Amendments – December 2020
• AASB 2021-1 Amendments to Australian
Accounting Standards – Transition to Simplified
Disclosures for Not-for-Profit Entities – March
2021
ANNUAL REPORT 2022 • AASB 2021-3 Amendments to Australian
Accounting Standards – Covid-19-Related Rent
Concessions beyond 30 June 2021
• AASB 2021-7a Amendments to Australian
Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128 and
Editorial Corrections [general editorials]
• AASB 2022-2 Amendments to Australian
Accounting Standards – Extending Transition
Relief under AASB 1
• AASB 2022-4 Amendments to Australian
Accounting Standards – Disclosures in Special
Purpose Financial Statements of Certain For-
Profit Private Sector Entities
The Directors have determined that there is no
material impact of the new and revised Standards
and Interpretations on the Group and, therefore, no
material change is necessary to Group accounting
policies
Standards and Interpretations in issue not yet
adopted
At the date of authorisation of the financial
statements, the Group has not applied the new
and revised Australian Accounting Standards,
Interpretations and amendments that have
been issued but are not yet effective. Based
on a preliminary review of the standards and
amendments, the Directors do not anticipate a
material change to the Group’s accounting policies,
however further analysis will be performed when
the relevant standards are effective.
v.
Going concern basis
The Group has recorded a profit after tax for the
year ended 31 December 2022 of $10,217,956 (31
December 2021: $8,034,030). At 31 December
2022, the Group had a working capital surplus of
$46,641,764 (31 December 2021: $32,838,446).
At the date of this Annual Report and having
considered the above factors, the Directors are
confident that the Group and the Company will be
able to continue operations into the foreseeable
future.
b.
Principles of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Company.
Control exists when the Company has the power
39
to govern the financial and operating policies of an
entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that
currently are exercisable are taken into account.
The financial statements of subsidiaries are included
in the consolidated financial statements from
the date that control commences until the date
that control ceases. The accounting policies of
subsidiaries have been changed when necessary to
align them with the policies adopted by the Group.
Non-controlling interests in equity and results of
the entities that are controlled by the Company
are shown as a separate item in the consolidated
financial statements.
Investments in subsidiaries are carried at cost and
recoverable amount. Refer to Note 1(o).
Transactions eliminated on consolidation
Unrealised gains and losses and inter-entity
balances resulting from transactions with or
between subsidiaries are eliminated in full on
consolidation.
c.
Foreign currency translation
The functional currency of each of the Group’s
entities is measured using the currency of the
primary economic environment in which that entity
operates. The consolidated financial statements are
presented in Australian dollars, which is the parent
entity’s functional currency.
Transactions in foreign currencies are initially
recorded in the functional currency at the exchange
rates ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign
currencies are retranslated at the rate of exchange
ruling at the reporting date.
All differences in the consolidated financial report
are taken to the profit & loss with the exception
of differences on foreign currency borrowings
that provide a hedge against a net investment in a
foreign entity. These are taken directly to equity
until the disposal of the net investment, at which
time they are recognised in the profit & loss.
Tax charges and credits attributable to exchange
differences on those borrowings are also
recognised in equity.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated
using the exchange rate as at the date of the initial
transaction.
40
Non-monetary items measured at fair value
in a foreign currency are translated using the
exchange rates at the date when the fair value was
determined.
As at the reporting date the assets and liabilities
of these overseas subsidiaries are translated into
the presentation currency of Vmoto at the rate
of exchange ruling at the reporting date and the
income statements are translated at the weighted
average exchange rates for the period where
this rate approximates the rate at the date of the
transaction.
The exchange differences arising on the
retranslation are taken directly to a separate
component of equity.
On disposal of a foreign entity, the deferred
cumulative amount recognised in equity relating to
that particular foreign operation is recognised in the
profit & loss.
d.
Revenue recognition
Revenues are recognised at fair value of the
consideration received net of the amount of goods
and services tax (GST or equivalent) payable to the
taxation authority.
Sale of goods
Revenue is measured when or as the control of
the goods or services is transferred to a customer.
Depending on the terms of the contract and the
laws that apply to the contract, control of the goods
and services may be transferred over time or at a
point in time.
If control of the goods and services transfers
over time, revenue is recognised over the period
of the contract by reference to the progress
towards complete satisfaction of that performance
obligation. Otherwise (and in most instances),
revenue is recognised at a point in time when the
customer obtains control of the goods and services.
Contracts with customers may include multiple
performance obligations. For such arrangements,
the Company allocates revenue to each
performance obligation based on its relative
standalone selling price which are generally
based on the prices charged to customers. If the
standalone selling price is not directly observable,
it is estimated using expected cost plus a margin or
adjusted market assessment approach, depending
on the availability of observable information.
ANNUAL REPORT 2022 If a customer pays consideration before the
Company transfers the goods to the customer, the
Company presents the contract liability (referred
to as advance and deposits from customers) when
the payment is made. A contract liability is the
Company’s obligation to transfer goods or services
to a customer for which the Company has received
consideration.
Interest income
Interest income is recognised using the effective
interest method.
e.
Trade and other receivables
Trade and other receivables include amounts due
from customers for goods sold in the ordinary
course of business. Receivables expected to
be collected within 12 months of the end of the
reporting period are classified as current assets.
All other receivables are classified as non-current
assets.
Trade and other receivables are initially recognised
at fair value and subsequently measured at
amortised cost using the effective interest method,
less any provision for impairment.
f.
Acquisition of assets
All assets acquired including plant and equipment
and intangibles other than goodwill are initially
recorded at their cost of acquisition at the date of
acquisition, being the fair value of the consideration
provided plus incidental costs directly attributable
to the acquisition.
When equity instruments are issued as
consideration, their market price at the date of
acquisition is used as fair value. Transaction costs
arising on the issue of equity instruments are
recognised directly in equity subject to the extent of
proceeds received, otherwise expensed.
g.
Business Combination
Acquisitions of businesses are accounted for
using the acquisition method. The consideration
transferred in a business combination is measured
at fair value which is calculated as the sum of the
acquisition-date fair values of assets transferred
by the Group, liabilities incurred by the Group to
the former owners of the acquire and the equity
instruments issued by the Group in exchange for
control of the acquiree. Acquisition-related costs
are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets
acquired and the liabilities assumed are recognised
at their fair value, except that:
• deferred tax assets or liabilities and assets
or liabilities related to employee benefit
arrangements are recognised and measured in
accordance with AASB 112 ‘Income Taxes’ and
AASB 119 ‘Employee Benefits’ respectively;
• liabilities or equity instruments related to share-
based payment arrangements of the acquiree
or share-based payment arrangements of the
Group entered into to replace share-based
payment arrangements of the acquire are
measured in accordance with AASB 2 ‘Share-
based Payment’ at the acquisition date; and
• assets (or disposal groups) that are classified
as held for sale in accordance with AASB
5 ‘Non-current Assets Held for Sale and
Discontinued Operations’ are measured in
accordance with that Standard.
Goodwill is measured as the excess of the sum of
the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the
fair value of the acquirer’s previously held equity
interest in the acquiree (if any) over the net of
the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed. If,
after reassessment, the net of the acquisition-
date amounts of the identifiable assets acquired
and liabilities assumed exceeds the sum of the
consideration transferred, the amount of any
non-controlling interests in the acquiree and the
fair value of the acquirer’s previously held interest
in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase
gain.
Non-controlling interests that are present ownership
interests and entitle their holders to a proportionate
share of the entity’s net assets in the event of
liquidation may be initially measured either at
fair value or at the non-controlling interests’
proportionate share of the recognised amounts of
the acquiree’s identifiable net assets. The choice of
measurement basis is made on a transaction-by-
transaction basis. Other types of non-controlling
interests are measured at fair value or, when
applicable, on the basis specified in another
Standard.
Where the consideration transferred by the Group
in a business combination includes assets or
liabilities resulting from a contingent consideration
41
arrangement, the contingent consideration is
measured at its acquisition-date fair value. Changes
in the fair value of the contingent consideration
that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding
adjustments against goodwill. Measurement
period adjustments are adjustments that arise
from additional information obtained during the
‘measurement period’ (which cannot exceed one
year from the acquisition date) about facts and
circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair
value of contingent consideration that do not qualify
as measurement period adjustments depends
on how the contingent consideration is classified.
Contingent consideration that is classified as equity
is not remeasured at subsequent reporting dates
and its subsequent settlement is accounted for
within equity. Contingent consideration that is
classified as an asset or liability is remeasured at
subsequent reporting dates in accordance with
AASB 139, or AASB 137 ‘Provisions, Contingent
Liabilities and Contingent Assets’, as appropriate,
with the corresponding gain or loss being
recognised in profit or loss.
Where a business combination is achieved in
stages, the Group’s previously held equity interest
in the acquire is remeasured to its acquisition date
fair value and the resulting gain or loss, if any, is
recognised in profit or loss. Amounts arising from
interests in the acquiree prior to the acquisition
date that have previously been recognised in other
comprehensive income are reclassified to profit or
loss where such treatment would be appropriate if
that interest were disposed of.
If the initial accounting for a business combination
is incomplete by the end of the reporting period in
which the combination occurs, the Group reports
provisional amounts for the items for which the
accounting is incomplete. Those provisional
amounts are adjusted during the measurement
period (see above), or additional assets or liabilities
are recognised, to reflect new information obtained
about facts and circumstances that existed as of the
acquisition date that, if known, would have affected
the amounts recognised as of that date.
h.
Investment in Associates and Joint Ventures
Associates are those entities over which the Group
is able to exert significant influence but which are
not subsidiaries.
42
A joint venture is an arrangement that the Group
controls jointly with one or more other investors,
and over which the Group has rights to a share of
the arrangement’s net assets rather than direct
rights to underlying assets and obligations for
underlying liabilities. A joint arrangement in which
the Group has direct rights to underlying assets and
obligations for underlying liabilities is classified as a
joint operation.
Investments in associates and joint ventures are
accounted for using the equity method. Interests in
joint operations are accounted for by recognising
the Group’s assets (including its share of any assets
held jointly), its liabilities (including its share of any
liabilities incurred jointly), its revenue from the sale
of its share of the output arising from the joint
operation, its share of the revenue from the sale of
the output by the joint operation and its expenses
(including its share of any expenses incurred jointly).
Any goodwill or fair value adjustment attributable to
the Group’s share in the associate or joint venture
is not recognised separately and is included in the
amount recognised as investment.
The carrying amount of the investment in associates
and joint ventures is increased or decreased to
recognise the Group’s share of the profit or loss and
other comprehensive income of the associate and
joint venture, adjusted where necessary to ensure
consistency with the accounting policies of the
Group.
Unrealised gains and losses on transactions
between the Group and its associates and joint
ventures are eliminated to the extent of the Group’s
interest in those entities. Where unrealised losses
are eliminated, the underlying asset is also tested
for impairment.
i.
Property, Plant and Equipment
• Recognition and measurement
Items of property, plant and equipment are
measured at cost less accumulated depreciation
and accumulated impairment losses.
Cost includes expenditure that is directly
attributable to the acquisition of the asset. The
cost of assets may include the cost of materials
and direct labour, and any other costs directly
attributable to bringing the assets to a working
condition for its intended use, and the costs of
dismantling and removing the items and restoring
the site on which they are located.
ANNUAL REPORT 2022 Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing
the proceeds from disposal with the carrying
amount of property, plant and equipment and are
recognised net within “other income” in profit or
loss.
• Subsequent costs
The cost of replacing part of an item of property,
plant and equipment is recognised in the carrying
amount of the item if it is probable that the future
economic benefits embodied within the part will
flow to the Group and its cost can be measured
reliably. The costs of the day-to-day servicing of
property, plant and equipment are recognised in the
profit & loss as incurred.
For an asset that does not generate largely
independent cash inflows, the recoverable amount
is determined for the cash-generating unit to which
the asset belongs.
If any such indication exists and where the carrying
values exceed the estimated recoverable amount,
the assets or cash-generating units are written
down to their recoverable amount.
The recoverable amount of property, plant and
equipment is the greater of fair value less costs to
sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their
present value using a pre-tax discount rate that
reflects current market assessments of the time
value of money and the risks specific to the asset.
• Depreciation
j. Borrowing costs
Depreciation is recognised in profit or loss on a
straight-line basis over the estimated useful lives
of each of property, plant and equipment. Leased
assets are depreciated over the shorter of the lease
term and their useful lives unless it is reasonably
certain that the Group will obtain ownership by
the end of the lease term. Land is not depreciated.
Assets will be depreciated once the asset is in
the condition necessary for it to be capable of
operating in the manner intended by management.
Borrowing costs directly attributable to the
acquisition, construction or production of qualifying
assets, which are assets that necessarily take a
substantial period of time to get ready for their
intended use or sale, are added to the cost of those
assets, until such time as the assets are substantially
ready for their intended use or sale.
All other borrowing costs are recognised in profit or
loss in the period in which they are incurred.
The estimated useful lives for the current and
comparative periods are as follows:
k. Payables
Plant and equipment: 3 – 10 years
Motor vehicles: 4 years
Office furniture & equipment: 5 years
Building: 20 years
Leasehold improvements: 5 years
Moulds: 5 years
Depreciation methods, useful lives and residual
values are reviewed at each reporting date.
• Impairment
The carrying values of plant and equipment are
reviewed for impairment when events or changes in
circumstances indicate the carrying value may not
be recoverable.
Payables, including goods received and services
incurred but not yet invoiced, are recognised at the
nominal amount when the Group becomes obliged
to make future payments as a result of a purchase
of assets or receipt of services.
l. Goods and Services Tax
Revenues, expenses and assets are recognised net
of the amount of goods and services tax (GST),
except where the amount of GST incurred is not
recoverable from the taxation authority. In these
circumstances the GST is recognised as part of the
cost of acquisition of the asset or as part of the
expense.
Receivables and payables are stated with the
amount of GST included. The net amount of GST
recoverable from, or payable to, the tax office
is included as a current asset or liability in the
statement of financial position.
43
44
ANNUAL REPORT 2022 Cash flows are included in the statement of cash
flows on a gross basis. The GST components of
cash flows arising from investing and financing
activities which are recoverable from, or payable to,
the tax office are classified as operating cash flows.
m. Inventories
Inventories are measured at the lower of cost and
net realisable value. The cost of inventories includes
expenditure incurred in acquiring the inventories,
production or conversion costs and other costs
incurred in bringing them to their existing location
and condition.
Net realisable value is the estimated selling price in
the ordinary course of business, less the estimated
costs of completion and selling expenses.
n. Leases
In the current year, the Group has applied AASB 16
Leases that are effective for an annual period that
begins on or after 1 January 2019.
The Group as lessee
At inception of a contract, the Group assesses if
the contract contains or is a lease. If there is a lease
present, a right-of-use asset and a corresponding
lease liability are recognised by the Group where
the Group is a lessee. However, all contracts that
are classified as short-term leases (i.e., a lease
with a remaining lease term of 12 months or less)
and leases of low-value assets are recognised as
operating expenses on a straight-line basis over the
term of the lease.
Initially the lease liability is measured at the present
value of the lease payments still to be paid at the
commencement date. The lease payments are
discounted at the interest rate implicit in the lease.
If this rate cannot be readily determined, the Group
uses the incremental borrowing rate.
Lease payments included in the measurement of
the lease liability are as follows:
• fixed lease payments less any lease incentives;
lessee is reasonably certain to exercise the
options;
• lease payments under extension options, if the
lessee is reasonably certain to exercise the
options; and
• payments of penalties for terminating the
lease, if the lease term reflects the exercise of
an option to terminate the lease.
The right-of-use assets comprise the initial
measurement of the corresponding lease liability,
any lease payments made at or before the
commencement date and any initial direct costs.
The subsequent measurement of the right-of-use
assets is at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the lease
term or useful life of the underlying asset, whichever
is the shortest.
Where a lease transfers ownership of the underlying
asset or the cost of the right-of-use asset reflects
that the Group anticipates to exercise a purchase
option, the specific asset is depreciated over the
useful life of the underlying asset.
Where a lease transfers ownership of the underlying
asset or the cost of the right-of-use asset reflects
that the Group anticipates to exercise a purchase
option, the specific asset is depreciated over the
useful life of the underlying asset.
The financial impact from the adoption of this
standard is disclosed in note 13.
The Group as lessor
Upon entering into each contract as a lessor, the
Group assesses if the lease is a finance or operating
lease.
A contract is classified as a finance lease when the
terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other
leases not within this definition are classified as
operating leases.
• variable lease payments that depend on an
index or rate, initially measured using the index
or rate at the commencement date;
Rental income received from operating leases is
recognised on a straight-line basis over the term of
the specific lease.
• the amount expected to be payable by the
lessee under residual value guarantees;
• the exercise price of purchase options, if the
Initial direct costs incurred in entering into an
operating lease (for example, legal cost, costs to set
up equipment) are included in the carrying amount
45
of the leased asset and recognised as an expense
on a straight-line basis over the lease term.
q. Share-based payment transactions
Rental income due under finance leases are
recognised as receivables at the amount of the
Group’s net investment in the leases.
When a contract is determined to include lease and
non-lease components, the Group applies AASB 15
to allocate the consideration under the contract to
each component.
o.
Recoverable amount of assets
At each reporting date, the Group assesses
whether there is any indication that an asset may
be impaired. Where an indicator of impairment
exists, the Group makes a formal estimate of
recoverable amount. Where the carrying amount of
an asset exceeds its recoverable amount the asset
is considered impaired and is written down to its
recoverable amount.
Recoverable amount is the greater of fair value less
costs to sell and value in use. It is determined for
an individual asset, unless the asset’s value in use
cannot be estimated to be close to its fair value
less costs to sell and it does not generate cash
inflows that are largely independent of those from
other assets or groups of assets, in which case, the
recoverable amount is determined for the cash-
generating unit to which the asset belongs.
In assessing value in use, the estimated future cash
flows are discounted to their present value using a
pre-tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset.
p. Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at
the fair value of the consideration received net of
issue costs associated with the borrowing.
After initial recognition, interest-bearing loans
and borrowings are subsequently measured at
amortised cost using the effective interest method.
Amortised cost is calculated by taking into account
any issue costs, and any discount or premium on
settlement.
Gains and losses are recognised in the profit & loss
when the liabilities are derecognised as well as
through the amortisation process.
46
The Group provides benefits to employees
(including Directors) of the Group in the form
of share-based payment transactions, whereby
employees render services in exchange for shares,
options or rights over shares (‘equity-settled
transactions’).
The Company operates an incentive scheme to
provide these benefits, known as the Vmoto Limited
Employee Long Term Incentive Plan (the “Plan”).
The cost of these equity-settled transactions with
employees is measured by reference to the fair
value at the date at which they are granted. The fair
value is determined using a Black Scholes Option
Valuation model or Monte Carlo Valuation model.
In valuing equity-settled transactions, no account
is taken of any performance conditions, other
than conditions linked to the price of the shares of
Vmoto Limited (“market conditions”).
The cost of equity-settled transactions is
recognised, together with a corresponding increase
in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which
the relevant employees become fully entitled to the
award (“vesting date”).
The cumulative expense recognised for equity-
settled transactions at each reporting date until
vesting date reflects (i) the extent to which the
vesting period has expired and (ii) the number of
awards that, in the opinion of the Directors of the
Group, will ultimately vest. This opinion is formed
based on the best available information at balance
date. No adjustment is made for the likelihood
of market performance conditions being met as
the effect of these conditions is included in the
determination of fair value at grant date.
No expense is recognised for awards that do not
ultimately vest, except for awards where vesting is
conditional upon a market condition.
Where the terms of an equity-settled award are
modified, as a minimum an expense is recognised as
if the terms had not been modified. In addition, an
expense is recognised for any increase in the value
of the transaction as a result of the modification, as
measured at the date of modification.
Where an equity-settled award is cancelled,
it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised
ANNUAL REPORT 2022 for the award is recognised immediately. However, if
a new award is substituted for the cancelled award,
and designated as a replacement award on the date
that it is granted, the cancelled and new award are
treated as if they were a modification of the original
award, as described in the previous paragraph.
or loss; and
ii.
differences relating to investments in
subsidiaries and jointly controlled entities to
the extent that it is probable that they will not
reverse in the foreseeable future.
The dilutive effect, if any, of outstanding weighted
average number of options as at the reporting date
is considered not material and accordingly the basic
loss per share is the same as the diluted loss per
share.
Deferred tax is measured at the tax rates that
are expected to be applied to the temporary
differences when they reverse, based on the laws
that have been enacted or substantively enacted by
the reporting date.
r.
Employee benefits
Liabilities for employee benefits for wages, salaries
and annual leave represent present obligations
resulting from employees’ services provided to
reporting date, calculated at undiscounted amounts
based on remuneration, wage and salary rates
that the Group expects to pay as at reporting
date including related on-costs, such as workers
compensation insurance and payroll tax.
s.
Income tax
Income tax expense recognised in the statement
of profit or loss and other comprehensive income
relates to current tax and deferred tax. Income tax
expense is recognised in profit or loss except to the
extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax
Current tax is the expected tax payable on the
taxable income for the year, using tax rates enacted
or substantively enacted at the reporting date,
and any adjustment to tax payable in respect of
previous years.
Deferred tax
Deferred tax is recognised using the balance sheet
method, providing for temporary differences
between the carrying amounts of assets and
liabilities for financial reporting purposes and
amounts used for taxation purposes.
Deferred tax is not recognised for the following
temporary differences:
the initial recognition of assets or liabilities in
i.
a transaction that is not a business combination
and, at the time of the transaction, affects
neither the accounting profit nor taxable profit
Deferred tax assets and liabilities are offset if there
is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income
taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on
a net basis or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised to the extent
that it is probable that future taxable profits will be
available against which the temporary difference
can be utilised. Deferred tax assets are reviewed at
each reporting date and are reduced to the extent
that it is no longer probable that the related tax
benefit will be realised.
The Company and its subsidiaries have unused
tax losses as at the reporting date. However, no
deferred tax balances have been recognised, as it is
considered that asset recognition criteria have not
been met at this time.
t.
Intangibles
Trademarks, licenses and production rights
Trademarks, licenses and production rights are
recognised at cost of acquisition. Licenses and
production rights have an indefinite life and are
carried at cost less any accumulated impairment
losses. Trademark is estimated to have a useful
life of five years and is amortised over a five-
year period. The carrying values of trademark are
reviewed for impairment when events or changes in
circumstances indicate the carrying value may not
be recoverable.
Patents
Patents acquired in a business combination and
recognised separately from goodwill are initially
47
recognised at their fair value at the acquisition date
(which is regarded as their costs). Subsequent to
initial recognition, patents acquired in a business
combination are reported at cost less accumulated
amortisation and accumulated impairment losses,
on the same basis as patents that are acquired
separately.
Customer contracts
Customer contracts acquired in a business
combination and recognised separately from
goodwill are initially recognised at their fair value
at the acquisition date (which is regarded as their
costs). Subsequent to initial recognition, customer
contracts acquired in a business combination are
reported at cost less accumulated amortisation and
accumulated impairment losses, on the same basis
as patents that are acquired separately.
u.
Development Costs
Development costs are capitalised only when
technical feasibility studies identify that the project
is expected to deliver future economic benefits and
these benefits can be measured reliably. Capitalised
development costs have a finite useful life and
are amortised on a systematic basis based on the
future economic benefits over the useful life of the
project.
v.
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 that 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.
w. Cash and cash equivalents
Cash and cash equivalents include cash on hand,
deposits available on demand with banks and other
short-term highly liquid investments with maturities
of 3 months or less.
x.
Comparative figures
This Annual Report relates to the year ended 31
December 2022. Comparatives are for the year
ended 31 December 2021.
48
y. Fair value of assets and liabilities
The Group measures some of its assets and
liabilities at fair value on either a recurring or non-
recurring basis, depending on the requirements of
the applicable Accounting Standard.
Fair value is the price the Group would receive
to sell an asset or would have to pay to transfer
a liability in an orderly (ie unforced) transaction
between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest
equivalent observable market pricing information
is used to determine fair value. Adjustments to
market values may be made having regard to
the characteristics of the specific asset or liability.
The fair values of assets and liabilities that are not
traded in an active market are determined using
one or more valuation techniques. These valuation
techniques maximise, to the extent possible, the use
of observable market data.
To the extent possible, market information is
extracted from either the principal market for the
asset or liability (ie the market with the greatest
volume and level of activity for the asset or liability)
or, in the absence of such a market, the most
advantageous market available to the entity at
the end of the reporting period (ie the market that
maximises the receipts from the sale of the asset
or minimises the payments made to transfer the
liability, after taking into account transaction costs
and transport costs).
For non-financial assets, the fair value measurement
also takes into account a market participant’s ability
to use the asset in its highest and best use or to sell
it to another market participant that would use the
asset in its highest and best use.
The fair value of liabilities and the entity’s own
equity instruments (excluding those related to
share-based payment arrangements) may be
valued, where there is no observable market price in
relation to the transfer of such financial instruments,
by reference to observable market information
where such instruments are held as assets. Where
this information is not available, other valuation
techniques are adopted and, where significant,
are detailed in the respective note to the financial
statements.
ANNUAL REPORT 2022 Valuation techniques
Level 1
In the absence of an active market for an identical
asset or liability, the Group selects and uses one
or more valuation techniques to measure the fair
value of the asset or liability, The Group selects
a valuation technique that is appropriate in the
circumstances and for which sufficient data is
available to measure fair value. The availability of
sufficient and relevant data primarily depends on
the specific characteristics of the asset or liability
being measured. The valuation techniques selected
by the Group are consistent with one or more of the
following valuation approaches:
Market approach: valuation techniques that use
prices and other relevant information generated by
market transactions for identical or similar assets or
liabilities.
Income approach: valuation techniques that
convert estimated future cash flows or income and
expenses into a single discounted present value.
Cost approach: valuation techniques that reflect the
current replacement cost of an asset at its current
service capacity.
Each valuation technique requires inputs that reflect
the assumptions that buyers and sellers would
use when pricing the asset or liability, including
assumptions about risks. When selecting a valuation
technique, the Group gives priority to those
techniques that maximise the use of observable
inputs and minimise the use of unobservable
inputs. Inputs that are developed using market data
(such as publicly available information on actual
transactions) and reflect the assumptions that
buyers and sellers would generally use when pricing
the asset or liability are considered observable,
whereas inputs for which market data is not
available and therefore are developed using the
best information available about such assumptions
are considered unobservable.
Fair value hierarchy
AASB 13 requires the disclosure of fair value
information by level of the fair value hierarchy, which
categorises fair value measurements into one of
three possible levels based on the lowest level that
an input that is significant to the measurement can
be categorised into as follows:
Measurements based on quoted prices (unadjusted)
in active markets for identical assets or liabilities that
the entity can access at the measurement date.
Measurements based on inputs other than quoted
prices included in Level 1 that are observable for the
asset or liability, either directly or indirectly.
Level 2
Measurements based on inputs other than quoted
prices included in Level 1 that are observable for the
asset or liability, either directly or indirectly.
Level 3
Measurements based on unobservable inputs for
the asset or liability.
The fair values of assets and liabilities that are not
traded in an active market are determined using
one or more valuation techniques. These valuation
techniques maximise, to the extent possible, the use
of observable market data. If all significant inputs
required to measure fair value are observable, the
asset or liability is included in Level 2. If one or more
significant inputs are not based on observable
market data, the asset or liability is included in Level
3.
The Group would change the categorisation
within the fair value hierarchy only in the following
circumstances:
i.
if a market that was previously considered
active (Level 1) became inactive (Level 2 or Level
3) or vice versa; or
ii.
if significant inputs that were previously
unobservable (Level 3) became observable
(Level 2) or vice versa.
When a change in the categorisation occurs, the
Group recognises transfers between levels of the
fair value hierarchy (i.e. transfers into and out of
each level of the fair value hierarchy) on the date
the event or change in circumstances occurred.
z. Critical judgements in applying accounting
policies and key sources of estimation
uncertainty
The following are the key assumptions concerning
the future, and other key sources of estimation
49
uncertainty at the end of the reporting period,
that have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Contingent liabilities
The Company is currently a defendant in one
proceeding brought against it by a former
employee in relation to the employee’s past
employment. Having considered legal advice, the
Directors believe that the claims can be successfully
defended, without any losses (including for costs)
being incurred by the Company.
The carrying amount of goodwill at 31 December
2021 was nil (31 December 2020: nil).
Useful lives of property, plant and equipment and
trademarks
The Group reviews the estimated useful lives of
property, plant and equipment and patents at the
end of each reporting period. During the current
year, the directors determined that the useful lives
of property, plant and equipment and trademarks
are deemed to be no change.
Fair value measurements and valuation processes
in relation to business combination acquisition
As part of business combination, assets and
liabilities are measured at fair value for reporting
purposes. The Directors have determined the
appropriate valuation techniques and inputs for fair
value measurements.
In estimating the fair value of plant and equipment,
the Group uses Level 3 inputs to perform the
valuation.
In estimating the fair value of customer base, the
Group uses Level 3 inputs to perform the valuation.
50
ANNUAL REPORT 2022 2. REVENUES AND EXPENSES
(a) Other income
Interest income
Contributions from customers
Government subsidies
Net foreign exchange gain
Rent income
Other income
(b) Other expenses
Net foreign exchange loss
Doubtful debts
(c) Employee benefits expense
Wages and salaries costs
(d) Depreciation and amortisation
Depreciation of property, plant and equipment
1,309,901
Amortisation of intangibles
3. AUDITOR’S REMUNERATION
Audit services:
Audit of financial reports by Hall Chadwick WA
Audit Pty Ltd
4. INCOME TAX
(a) Income tax credit / (expense)
Current tax
Deferred tax
-
1,309,901
87,000
87,000
(1,181,841)
-
(1,181,841)
Year ended
31 December 2022
$
Year ended
31 December 2021
$
433,345
1,494,600
605,651
773,908
511,972
52,863
189,705
960,686
314,434
-
812,566
16,950
3,872,339
2,294,341
-
4,283,394
4,283,394
5,141,386
5,141,386
491,927
491,927
4,549,996
4,549,996
1,643,173
-
1,643,173
92,946
92,946
(715,154)
-
(715,154)
51
Year ended
31 December 2022
$
Year ended
31 December 2021
$
(b) Numerical reconciliation between tax benefit/(expense) and pre-tax net profit
Profit before income tax expense
Income tax credit/(expense) calculated at 30%
Effect on amounts which are not tax deductible:
Non-deductible items
Effect of different tax rates of subsidiaries
operating in other jurisdictions
Deferred tax not brought to account
Income tax credit / (expense)
(c) Tax losses
11,399,797
(3,419,939)
(557,189)
2,380,658
414,629
(1,181,841)
8,749,184
(2,624,755)
(488,083)
1,899,293
498,391
(715,154)
Unused tax losses for which no deferred tax asset has been recognised (as recovery is currently not
probable)
Potential at 30% (31 December 2021: 27.5%)
7,079,958
7,555,938
All tax losses relate to Australian based entities.
(d) Unrecognised temporary differences
Temporary differences for which deferred tax assets have not been recognised:
Accrued expenses
Unrecognised deferred tax assets relating to the
above temporary differences
19,500
19,500
19,500
19,500
(e) Current tax liabilities
Income tax payable
(f) Deferred tax balances
474,397
9,451
Deferred tax balances are presented in the consolidated statement of financial position as follows:
Deferred tax liabilities
(g) Tax Rates
-
-
-
-
The potential tax benefit at 31 December 2022 in respect of tax losses not brought into account has been
calculated at 30% for Australian entities. The tax rate applied for the year ended 31 December 2021 was
30%. The tax benefit and expense at 31 December 2022 in respect of tax effect brought into account in
relation to China operations has been calculated at 15% for China entities. The tax benefit and expense at
31 December 2022 in respect of tax effect brought into account in relation to Europe operations has been
calculated at 25% for the Netherlands entities and 24% for Italy entities.
52
ANNUAL REPORT 2022 Year ended
31 December 2022
$
Year ended
31 December 2021
$
5. CASH AND CASH EQUIVALENTS
Cash and bank balances
28,025,897
18,633,879
6. TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Less: Provision for impairment loss
Other receivables
Less: Provision for impairment loss
13,408,456
(4,524,469)
8,883,987
8,585,733
-
7,595,767
-
7,595,767
7,217,204
-
17,469,720
14,812,971
Impaired trade receivables – Expected credit losses
Trade receivables are non-interest bearing and are generally on 30-60 days terms. A provision for
expected credit losses is by reference to past default experience and an analysis of the ageing and known
financial position of the debtor. The Company writes off a receivable when there is information indicating
that the debtor is in severe financial difficulty and there is no realistic prospect of recovery.
53
Movements in the provision for impairment of trade and other receivables were as follows:
Year ended
31 December 2022
$
Year ended
31 December 2021
$
At beginning of the period
Provision for impairment during the period
Write off
At end of the period
-
4,524,469
-
4,524,469
At 31 December 2021, the ageing analysis of trade and other receivables is as follows:
0 – 30 Days
31 – 60 Days
61 – 90 Days past due not impaired
+90 Days past due not impaired
+90 Days considered impaired
Provision for impairment
4,882,858
1,551,842
2,639,916
8,395,104
4,524,469
(4,524,469)
17,469,720
291,333
-
(291,333)
-
5,736,203
948,505
677,478
7,450,785
-
-
14,812,971
As of 31 December 2022, trade and other receivables of $11,035,020 (31 December 2021: $8,690,567) were
past due but not impaired.
$4,828,095 of the $11,035,020 past due relates to deferred payment arrangement with a B2C customer.
The customer has been making payments on time in full.
$5,515,369 of the $11,035,020 past due relates to a short-term advance to Nanjing Vmoto Soco Intelligent
Technology Co, Ltd (Vmoto Soco Manufacturing), which is the Company’s jointly owned Chinese registered
manufacturing company. The short-term advance will only be due for repayments in August 2023 and it has
no history of default.
7. INVENTORIES
Raw materials
Semi-finished goods
Finished goods
8. OTHER ASSETS
Prepayments
4,556,477
485,366
8,466,050
13,507,893
2,925,039
7,621
9,594,796
12,527,456
9,923,366
3,847,521
The prepayments are payments in advance to suppliers for the supply of electric motorcycle/moped
inventories for the Group’s electric two-wheel vehicle operations.
54
ANNUAL REPORT 2022 Plant &
equipment
Motor
vehicles
Land
Building
Total
9. PROPERTY, PLANT & EQUIPMENT
Year ended 31 December 2021
At 1 January 2021, net of
accumulated depreciation
795,420
85,784
1,011,426
4,603,927
6,496,557
Additions
67,645
321,177
Depreciation for the period
(465,271)
(23,889)
-
-
114,381
503,203
(1,045,421)
(1,534,581)
Exchange differences
26,052
3,568
88,524
404,751
522,895
At 31 December 2021,
net of accumulated
depreciation
At 31 December 2021
423,846
386,640
1,099,950
4,077,638
5,988,074
Cost
2,039,440
431,278
1,099,950
7,725,968
11,296,636
Accumulated depreciation
(1,615,594)
(44,638)
-
(3,648,330)
(5,308,562)
Net carrying amount
423,846
386,640
1,099,950
4,077,638
5,988,074
Year ended 31 December 2022
At 1 January 2022, net of
accumulated depreciation
423,846
386,640
1,099,950
4,077,638
5,988,074
Additions
1,102,608
Reclassification to rights of
use assets
-
-
-
Depreciation for the period
(281,429)
(99,464)
Exchange differences
75,405
(6,351)
At 31 December 2022,
net of accumulated
depreciation
At 31 December 2022
1,320,430
280,825
Cost
2,929,464
424,348
Accumulated depreciation
(1,609,034)
(143,523)
Net carrying amount
1,320,430
280,825
-
48,106
1,150,714
(1,099,950)
-
(1,099,950)
-
-
-
-
-
-
(498,176)
(879,069)
(72,684)
(3,630)
3,554,884
5,156,139
7,316,214
10,670,026
(3,761,330)
(5,513,887)
3,554,884
5,156,139
55
Goodwill
Licences,
trademarks
and production
rights
Development
Costs
Total
-
-
-
-
-
-
-
-
-
-
-
-
10. INTANGIBLES
Year ended 31 December 2021
Balance at 1 January 2021
Amortisation for the period
Balance at 31 December 2021
At 31 December 2021
Cost
3,971,428
2,015,687
4,836,105
10,823,220
Accumulated amortisation
-
(797,102)
(565,657)
(1,362,759)
Accumulated impairment
(3,971,428)
(1,218,585)
(4,270,448)
(9,460,461)
Net carrying amount
Year ended 31 December 2022
Balance at 1 January 2022
Amortisation for the period
Balance at 31 December 2022
At 31 December 2022
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Cost
3,971,428
2,015,687
4,836,105
10,823,220
Accumulated amortisation
-
(797,102)
(565,657)
(1,362,759)
Accumulated impairment
(3,971,428)
(1,218,585)
(4,270,448)
(9,460,461)
Net carrying amount
-
-
-
-
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Vmoto Soco Manufacturing
On 24 February 2020, Vmoto entered into a joint investment agreement with Super Soco Intelligent
Technology (Shanghai) Co, Ltd to establish a new jointly owned Chinese registered manufacturing
company, Nanjing Vmoto Soco Intelligent Technology Co Ltd (Vmoto Soco Manufacturing). Under the terms
of the agreement, Vmoto was required to contribute RMB 30 million (~A$5.9 million) in cash and/or assets
by end of June 2020, which served as the initial working capital for Vmoto Soco Manufacturing. Vmoto
has fulfilled this commitment. Super Soco will also contribute RMB 30 million (~A$5.9 million) in cash and/or
assets progressively by no later than June 2025, based on the commercial requirements of the joint venture
company. This may include contributions of Super Soco’s intangible assets, including patents and molds.
Vmoto has a 50% equity interest in Vmoto Soco Manufacturing, and it is the sole and exclusive
manufacturer for both Vmoto’s and Super Soco’s electric scooter and motorcycle products.
56
ANNUAL REPORT 2022 The Group’s interest in Vmoto Soco Manufacturing is accounted for using equity method in the
consolidated financial statements as the Group does not control or have joint control over Vmoto Soco
Manufacturing. Summarised financial information of the Group’s share in Vmoto Soco Manufacturing is as
follows:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets (100%)
Group’s share of net assets (50%)
31 December 2022
$
31 December 2021
$
33,885,301
7,444,180
31,320,307
6,970,398
(29,958,799)
(24,024,949)
-
11,370,682
5,685,341
-
14,265,756
7,132,878
Carrying amount of interest in equity accounted
investments
5,685,341
7,132,878
Revenue
Cost of sales
Administrative expenses
Profit/(Loss) for the period from continuing
operations (100%)
Other comprehensive income
Total comprehensive income for the period from
continuing operations (100%)
Year ended
31 December 2022
$
Year ended
31 December 2021
$
66,181,788
(63,125,071)
(5,702,871)
54,018,270
(43,716,551)
(9,021,377)
(2,646,154)
1,280,342
-
(2,646,154)
-
1,280,342
640,171
Group’s share of losses for the period (50%)
(1,323,077)
During the FY2022, the Group purchased $65,016,410 of goods from Vmoto Soco Manufacturing. Vmoto
Soco Manufacturing had no contingent liabilities or capital commitments as at 31 December 2022.
Charged Asia
On 6 December 2022, Vmoto entered into a strategic technology and investment agreement with Charged
Asia Pte Ltd (Charged Asia), which owns 100% of PT Industri Charged Mobilitas and PT Charged Tech
Indonesia (“Charged Indonesia”), a scale up electric motorcycle technology company in Indonesia focused
on providing sustainable mobility options and Electric Vehicle as-a-service to Indonesian customers.
Vmoto has agreed to invest up to USD3 million (approximately A$4.5 million) (Subscription Price) by way
of credit offsets on batteries and electric vehicles supplied from Vmoto to Charged Asia or its subsidiaries
over a 3-year period (Credit Period). In return, Vmoto will receive equity of 8% in Charged Asia, which
currently has an investment valuation of USD38 million. Regardless of whether the available credit offsets
are fully utilised during the Credit Period, upon the expiry of the Credit Period, the Subscription Price shall
be deemed to have been satisfied in full by Vmoto.
As at 31 December 2022, Vmoto has provided credit offsets of $216,236.
57
12. TRADE AND OTHER PAYABLES
Current – unsecured
Trade creditors
Advance and deposits from customers
Other creditors and accruals
Year ended
31 December 2022
$
Year ended
31 December 2021
$
7,386,071
9,700,853
4,613,525
21,700,449
4,058,010
10,686,808
2,118,617
16,863,435
13. LEASES
The Group leases warehouse and office facilities in Netherlands and Italy for its electric two-wheel vehicle
distribution and after sales operations. The leases typically run for a period between 5 and 6 years, with
an option to renew the lease after that date. Lease payments are adjusted based on changes in local price
indices. The Group is restricted from entering into any sub-lease arrangements.
With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected
in the consolidated statement of financial position as a right-of-use assets and lease liabilities. The Group
classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Right-of-use assets
Year ended 31 December 2022
Gross carrying amount
Balance at 1 January 2022
Additions
Disposals
Exchange difference
Balance at 31 December 2022
Depreciation and impairment
Balance at 1 January 2022
-
-
1,099,950
-
(20,790)
1,079,160
602,375
602,375
-
-
-
(16,272)
586,103
-
1,099,950
-
(37,062)
1,665,263
-
(241,866)
(241,866)
Depreciation
(323,748)
(98,061)
(421,809)
Balance at 31 December 2022
(323,748)
(339,927)
(663,675)
Net carrying amount at 31 December 2022
755,412
246,176
1,001,588
58
ANNUAL REPORT 2022 13. LEASES (CONTINUED)
Gross carrying amount
Balance at 1 January 2021
Additions
Disposals
Exchange difference
Balance at 31 December 2021
Depreciation and impairment
Balance at 1 January 2021
Depreciation
Balance at 31 December 2021
Net carrying amount at 31 December 2021
Lease liabilities
Current
Non-current
Land
$
Buildings
$
Total
$
-
-
-
-
-
-
-
-
-
617,497
617,497
-
-
-
-
(15,122)
602,375
(15,122)
602,375
(138,892)
(138,892)
(102,974)
(102,974)
(241,866)
(241,866)
360,509
360,509
31 Dec 2022
$
31 Dec 2021
$
110,266
164,865
275,131
110,494
282,768
393,262
Total cash outflow for leases for the year ended 31 December 2022 was $156,056 (FY2021: $146,584).
Operating leases
The Group leases out partial of its Nanjing manufacturing facilities and these leases have been classified
as operating leases because they do not transfer substantially the risks and rewards incidental to the
ownership of the assets.
Rental income recognised by the Group during the year ended 31 December 2022 was $511,972 (FY2021:
$812,566).
59
14. ISSUED CAPITAL AND RESERVES
Issued capital
283,524,201 (31 December 2021:
279,360,084) fully paid ordinary
shares
31 December
2022
$
31 December
2021
$
91,907,912
90,559,203
The following movements in issued capital occurred during the period:
Number of
Shares
31 Dec 2022
Number of
Shares
31 Dec 2021
Year ended
31 Dec 2021
$
Year ended
31 Dec 2020
$
Balance at beginning of period
277,347,515
277,347,515
90,559,203
89,823,509
Issue of Shares at nil consideration
Issue of Shares at 44.5 cents each
Issue of Shares at 36.5 cents each
Issue of Shares at nil consideration
Issue of Shares at nil consideration
Issue of Shares at 35.275 cents each
Issue of Shares at 43 cents each
Issue of Shares at nil consideration
Vesting of share-based expenses
Share issue costs
a)
b)
c)
d)
e)
f)
g)
h)
-
-
-
-
970,000
89,888
102,681
850,000
1,720,000
1,500,000
94,117
850,000
-
-
-
-
-
-
-
-
-
-
-
167,700
529,125
40,000
306,000
-
40,000
37,500
306,000
-
-
-
-
305,884
352,194
-
-
Balance at end of period
283,524,201 279,360,084
91,907,912
90,559,203
a. 8 February 2021 – Issue 970,000 shares at nil consideration to employees of the Company in
recognition of their efforts and contribution to the Company. These share-based expenses will be
recognised over a three-year vesting period.
b. 13 May 2021 – Issue 89,888 shares at 44.5 cents each to a director in lieu of unpaid Director fees.
c.
13 May 2021 – Issue 102,681 shares at 36.5 cents each to a director in lieu of unpaid Director fees.
d. 20 December 2021 – Issue 850,000 shares to directors as a result of vest of 850,000 service rights.
e. 4 April 2022 – Issue 1,720,000 shares at nil consideration to employees of the Company in recognition
of their efforts and contribution to the Company. These share-based expenses will be recognised over a
three-year vesting period.
60
ANNUAL REPORT 2022 f.
11 April 2022 – Issue 1,500,000 shares to investors pursuant to strategic partnership and investment
agreements signed.
g. 13 May 2022 – Issue 94,117 shares at 43 cents each to a director in lieu of unpaid Director fees.
h.
19 December 2022 – Issue 850,000 shares to directors as a result of vest of 850,000 service rights.
Options
There are no movements of options over unissued ordinary shares of the Company for the year ended 31
December 2021.
On 11 April 2022, the Company issued 21 million options with exercise between $0.45 and $0.65 to Giovanni
Castiglioni and issued 2.1 million options with exercise between $0.45 and $0.65 to Graziano Milone
pursuant to the strategic partnership and investment agreements signed in April 2022.
On 21 June 2022, the Company issued 1 million options to an advisor for investor relation services provided.
Class
Options
exercisable
at 45c
Options
exercisable
at 55c
Options
exercisable
at 65c
Options
exercisable
at 55c
Grant
date
Expiry
date
Number
of options
Options
at 1 Jan
2022
Options
granted
Options
exercised
Options
expired
11 Apr
2022
11 Apr
2026
6,600,000
11 Apr
2022
11 Apr
2027
7,700,000
11 Apr
2022
11 Apr
2027
8,800,000
19 May
2022
20 Jun
2027
1,000,000
-
-
-
-
6,600,000
7,700,000
8,800,000
1,000,000
-
-
-
-
-
-
-
-
Options
at 31 Dec
2022
6,600,000
7,700,000
8,800,000
1,000,000
Valuation of the options exercisable at 55 cents issued on 19 May 2022 was undertaken using Binomial
valuation methodology with the following factors and assumptions being used in determining the fair value
of each right on the grant date.
Class
Grant date
Period
(years)
Share price
at grant date
Risk free
rate
Volatility
Valuation
per option
2022 options
19 May 2022
3
$0.38
2.57%
78.4%
$0.1662
Options exercisable at 45 cents, 55 cents and 65 cents granted on 11 April 2022 were issued for nil
consideration as free attaching options to the shares issued on 11 April 2022. As a result, there was no value
attributable to these options at grant date.
Service and performance rights
The Company has the following service and performance rights issued to directors in existence during the
current reporting period.
61
Class
Grant
date
Expiry
date
Number
of rights
Vested
during
the
year
Rights
exercised
Rights
expired
2020 service rights
2020 service rights
16 Dec
2020
18 Dec
2022
16 Dec
2020
31 Dec
2022
850,000
4,037,117
2021
performance rights
13 May
2021
31 Dec
2023
1,870,172
2022 performance
rights
13 May
2022
31 Dec
2024
2,024,858
-
-
-
-
-
-
-
-
-
-
-
-
Rights
vested
at 31 Dec
2022
Rights
unvested
at 31 Dec
2022
850,000
-
-
-
-
4,037,117
1,870,172
2,024,858
Valuation of the service rights was undertaken using Black-Scholes valuation methodology with the
following factors and assumptions being used in determining the fair value of each right on the grant date.
Class
Grant date
Period
(years)
Share price
at grant
date
Risk free
rate (%)
Volatility
(%)
Valuation
per right
2020 performance
rights
2021 performance
rights
2022 performance
rights
16 Dec 2020
13 May 2021
13 May 2022
2
3
3
$0.36
0.1051%
99.6%
$0.3369
$0.425
0.0800%
70%
$0.1938
$0.375
2.825%
70%
$0.2246
Valuation of the performance rights was undertaken using Monte Carlo valuation methodology with the
following factors and assumptions being used in determining the fair value of each right on the grant date.
Vesting of the service rights issued in the period is subject to continuing employment, with no other
performance conditions.
The performance rights vest subject to:
• Continuing employment
• Minimum performance hurdle of a minimum share price compound annual growth rate (CAGR)
increases of 5% over the performance period
• No performance rights will vest if CAGR is less than 5% over the respective period
• 50% of the performance rights will vest if CAGR of 10% is achieved, up to maximum of 100% of the
performance rights will vest if CAGR of 15% is achieved and pro rata of the performance rights will vest
if CAGR is >5%&<10% and >10%&<15%.
Grant date
Expiry date
Class
Total
valuation
Expense
recorded to
31 Dec 2021
Expense
recorded to
31 Dec 2020
16 Dec 2020
18 Dec 2022
2020 service rights
$306,000
$146,625
$153,000
16 Dec 2020
31 Dec 2022
2020 performance rights
$1,360,105
$666,174
$666,174
13 May 2021
31 Dec 2023
2021 performance rights
$362,347
$120,782
$120,782
13 May 2022
31 Dec 2024
2022 performance rights
$454,783
$151,594
-
62
ANNUAL REPORT 2022 31 December 2022
$
31 December 2021
$
Reserves
Reserves at the beginning of the period
1,394,952
(2,711,667)
Transfer expired options reserve to accumulated
losses
Issue of service and performance rights
Transfer vested service rights to issued capital
Movements in foreign currency translation reserve
Reserves at the end of the period
Comprises of:
Share-based payment reserve
Foreign currency translation reserve
Reserves at the end of the period
-
1,184,176
(306,000)
54,224
2,327,352
1,852,265
475,087
2,327,352
-
1,233,206
(306,000)
3,179,413
1,394,952
974,088
420,864
1,394,952
The share-based payments reserve is used to recognise the fair value of options issued but not exercised
and to recognise the fair value of service and performance rights issued but not yet vested.
The foreign currency translation reserve is used to recognise exchange differences arising from the
translation of the financial statements of foreign operations.
Year ended
31 December 2022
$
Year ended
31 December 2021
$
15. NON-CONTROLLING INTERESTS
Balance at the beginning of the period
Share of loss for the year
Non-controlling interests arising on incorporation of
subsidiary
(74,064)
(50,819)
-
(25,629)
(48,435)
-
Balance at the end of the period
(124,883)
(74,064)
63
16. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure its ability to continue as a going concern and to achieve returns to
the shareholders and benefits for other stakeholders through the optimisation of debt and equity balance.
The capital structure of the Group is adjusted to achieve its goals whilst ensuring the lowest cost of the
capital.
Management monitors capital on the basis of the gearing ratio (debt/total capital). During the year ended
31 December 2022, the Group’s strategy is to utilise lowest cost of the capital from the capital markets and
continuously negotiating lower interest cost with provider of its operating facility to achieve its expansion
program. The gearing ratios at 31 December 2022 and 31 December 2021 were as follows:
Total borrowings
Total equity
Total capital
Gearing ratio
Year ended
31 December 2022
$
Year ended
31 December 2021
$
275,131
58,536,204
58,811,335
0.5%
393,262
46,037,138
46,430,400
0.8%
The gearing ratio of the Company has decreased from 0.8% to 0.5% during the year ended 31 December 2022.
17. ACCUMULATED LOSSES
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Accumulated losses at the beginning of the period
(45,842,953)
Profit for the period
Transfer from share-based payment reserve
10,268,775
-
(53,925,418)
8,082,465
-
18. SEGMENT REPORTING
AASB 8 requires operating segments to be identified on the basis of internal reports about components of
the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources
to the segments and to assess their performance.
The continuing operations of the Group are predominantly in the electric two-wheel vehicles manufacture
and distribution industry.
Reported segments were based on the geographical segments of the Group, being Australia, China,
Europe and Singapore. The management accounts and forecasts submitted to the chief operating decision
maker for the purpose of resource allocation and assessment of segment performance are split into these
components.
The electric two-wheel vehicles segment is managed on a worldwide basis, but operates in four principal
geographical areas: Australia, China, Europe and Singapore. In China, manufacturing facilities are operated
in Nanjing. In Europe, the warehouse and distribution centre are operated in Netherlands and Italy. The
following table presents revenue and profit or loss in relation to geographical segments for the twelve-
month period ended 31 December 2022 and 31 December 2021:
64
ANNUAL REPORT 2022 Australia $A
Nanjing, China $A
Europe $A
Year ended
31/12/22
Year ended
31/12/21
Year ended
31/12/22
Year ended
31/12/21
Year ended
31/12/22
Year ended
31/12/21
2,099,806
2,495,265
111,144,009
80,816,097
8,487,239
6,695,497
(275,694)
136,317
10,544,436
7,677,849
(218,793)
146,191
1,934,198
2,653,678
106,589,854
86,742,638
7,154,439
6,304,838
(148,080)
(157,175)
(52,744,069)
(44,996,395)
(4,836,099)
(4,709,114)
(1,336)
(649)
(906,646)
(1,515,349)
(401,919)
(127,175)
-
-
-
-
-
-
Singapore $A
Intersegment elimination $A
Consolidated $A
Year ended
31/12/22
Year ended
31/12/21
Year ended
31/12/22
Year ended
31/12/21
Year ended
31/12/22
Year ended
31/12/21
924,182
888,592
(2,110,159)
(2,433,891)
120,545,077
88,461,560
168,007
73,673
-
-
10,217,956
8,034,030
623,828
256,696
(35,316,139)
(32,654,563)
80,986,180
63,303,287
(37,868)
(58,028)
35,316,139
32,654,563
(22,449,977)
(17,266,149)
-
-
-
-
-
-
-
-
(1,309,901)
(1,643,173)
-
-
Revenue
Segment
revenue
Result
Segment
profit/(loss)
Assets
Segment
assets
Liabilities
Segment
liabilities
Depreciation
of fixed
assets
Amortisation
of intangible
assets
Revenue
Segment
revenue
Result
Segment
profit/(loss)
Assets
Segment
assets
Liabilities
Segment
liabilities
Depreciation
of fixed
assets
Amortisation
of intangible
assets
The principal activity of the continuing Group is the design, manufacture, marketing and distribution of
electric two-wheel vehicles.
65
Information about major customers:
The Group has generated revenue from sales to its largest customer at approximatelyapproximately $19.9
million (2021: $26.4 million). No other single customers contributed 15% or more of the Group’s revenue for
the year.
19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group’s principal financial instruments comprise bank and other loans, cash and short-term deposits.
The main purpose of these financial instruments is to raise finance for the Group’s operations.
The Group has various other financial instruments such as trade debtors and trade creditors, which arise
directly from its operations.
It is, and has been throughout the period under review, the Group’s policy that no trading in derivative
instruments shall be undertaken.
Fair values
The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the
financial statements approximates their fair values.
The following table details the fair value of financial assets and liabilities of the Group:
31 December 2022
31 December 2021
Carrying
amount
$
Fair Value
$
Carrying
amount
$
Fair Value
$
Financial assets
Cash and cash equivalents
28,025,897
28,025,897
18,633,879
18,633,879
Trade and other receivables
17,469,720
17,469,720
14,812,971
14,812,971
Total financial assets
Financial liabilities
45,495,617
45,495,617
33,446,850
33,446,850
Trade and other payables
21,700,449
21,700,449
16,863,435
16,863,435
Borrowings
Lease liabilities
-
-
-
-
275,131
275,131
393,262
393,262
Total financial liabilities
21,975,580
21,975,580
17,256,697
17,256,697
Net financial assets / (liabilities)
23,520,037
23,520,037
16,190,153
16,190,153
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign
currency risk and credit risk. The Board reviews and agrees policies for managing each of these risks and
they are summarised below.
Sensitivity analysis
In managing interest rate and currency risks, the Company endeavours to reduce the impact of short-term
fluctuations on the Company’s earnings. Over the longer term, however, permanent changes in foreign
exchange and interest rates will have an impact on consolidated earnings, although the extent of that
impact will depend on the level of cash resources held by the Group. A general increase of one percentage
point in interest rates would not be expected to materially impact earnings.
66
ANNUAL REPORT 2022 19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s short-
term debt obligations.
Cash includes funds held in term deposits and cheque accounts during the year, which earned interest at
rates ranging between 0% and 3.3%, depending on account balances.
The Group current do not have credit facilities.
All other financial assets and liabilities are non-interest bearing.
At balance date, the Group had the following mix of financial assets and liabilities exposed to variable
interest rate risk that are not designated in cash flow hedges:
31 December 2022
$
31 December 2021
$
Financial assets
Cash and cash equivalents
28,025,897
18,633,879
Financial liabilities
Bank operating facility
Net exposure
-
-
28,025,897
18,633,879
The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting
date. At 31 December, if interest rates had moved, as illustrated in the table below, with all other variables
held constant, pre-tax profit and equity would have been affected as follows:
Judgements of reasonable possible movements:
31 December 2022
$
31 December 2021
$
+1% (100 basis points)
Pre-tax profit increase/(decrease)
Equity increase/(decrease)
-1% (100 basis points)
Pre-tax profit increase/(decrease)
Equity increase/(decrease)
Foreign currency risk
280,259
280,259
(280,259)
(280,259)
186,339
186,339
(186,339)
(186,339)
The Group is exposed to foreign currency on sales, purchases and borrowings that are denominated in a
currency other than Australian Dollars. The currency giving rise to this risk is primarily US dollars, Chinese
RMB and Europe Euro.
67
19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)
At balance date, the Group had the following exposure to US dollars, Chinese RMB, Europe EUR and
Singapore SGD foreign currency that is not designated in cash flow hedges:
Financial assets
Cash and cash equivalents (USD)
Cash and cash equivalents (RMB)
Cash and cash equivalents (EUR)
Cash and cash equivalents (HKD)
Cash and cash equivalents (SGD)
Trade and other receivables (USD)
Trade and other receivables (RMB)
Trade and other receivables (EUR)
Financial liabilities
Trade and other payables (USD)
Trade and other payables (RMB)
Trade and other payables (EUR)
Borrowings (RMB)
Net exposure
31 December 2022
$
31 December 2021
$
18,891,165
4,745,477
1,537,477
22,046
16,966
25,213,131
8,318,939
7,575,574
1,570,450
7,210,313
785,890
7,646,960
27,088
23,576
15,693,827
6,918,396
7,001,212
890,344
17,464,963
14,809,952
(6,976,367)
(10,221,257)
(4,598,837)
(21,796,461)
-
(7,428,296)
(4,968,960)
(4,315,852)
(16,713,108)
-
20,881,633
13,790,671
The following sensitivity is based on the foreign currency risk exposures in existence at the reporting date.
At 31 December 2022, had the Australian Dollar moved, as illustrated in the table below, with all other
variables held constant, equity would have been affected as follows:
Judgements of reasonable possible movements:
31 December 2022
$
31 December 2021
$
AUD/USD, AUD/RMB and AUD/EUR +20%
Equity increase/(decrease)
(3,434,417)
(2,232,902)
AUD/USD, AUD/RMB and AUD/EUR -20%
Equity increase/(decrease)
4,121,300
2,679,482
68
ANNUAL REPORT 2022 The Group actively working with banks to hedge this exposure to ensure minimal impacts from foreign
currency risks.
Credit risk
The credit risk on financial assets of the Group which have been recognised on the statement of financial
position is generally the carrying amount, net of any provision for impairment losses.
The Group continuously monitors credit risks arising from its trade receivables which are principally with
significant and reputable companies. It is the Group’s policy that credit verification procedures, including
assessment of credit ratings, financial position, past experience and industry reputation, are performed on
new customers that request credit terms. Risk limits are set for each customer and regularly monitored.
Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad
debts is not significant.
The total credit risk exposure of the Group could be considered to include the difference between the
carrying amount of the receivable and the realisable amount. At balance sheet date there were no
significant concentrations of credit risk. The maximum exposure to credit risk is represented by the
carrying amount of each financial asset in the balance sheet. Details with respect to credit risk of trade and
other receivables are provided in Note 6.
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the
following mechanisms:
1. preparing forward-looking cash flow analyses in relation to its operational, investing and financing
activities;
2. monitoring undrawn credit facilities;
3. obtaining funding from a variety of sources;
4. maintaining a reputable credit profile; and
5. managing credit risk related to financial assets.
69
The table below reflects an undiscounted contractual maturity analysis for financial liabilities.
Financial liability and financial asset maturity analysis
Within 1 Year
1 to 5 Years
Over 5 Years
Total
31/12/2022
31/12/2021
31/12/2022
31/12/2021
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Consolidated
Group
$000
$000
$000
$000
$000
$000
$000
$000
Financial liabilities due for payment
Bank
operating
facility and
loans
-
-
Trade and
other payables
21,700
16,863
-
-
-
-
Lease liabilities
110
110
165
283
Current tax
liabilities
474
Other liabilities
-
9
-
-
-
-
-
Total
contractual
outflows
Total
expected
outflows
22,284
16,982
165
283
22,284
16,982
165
283
Financial assets – cash flows realisable
Cash and cash
equivalents
28,026
18,634
17,470
14,813
45,496
33,447
-
-
-
-
-
-
Trade
and other
receivables
Total
anticipated
inflows
Net (outflow)/
inflow on
financial
instruments
23,212
16,465
(165)
(283)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21,700
16,863
275
474
-
393
9
-
22,449
17,265
22,449
17,265
28,026
18,634
17,470
14,813
45,496
33,447
23,047
16,182
Financial assets pledged as collateral
There are no financial assets that have been pledged as security for debt and their realisation into cash is
not restricted.
70
ANNUAL REPORT 2022 20. EARNINGS PER SHARE
Basic earnings per share
From continuing operations
Total earnings per share
Diluted earnings per share
From continuing operations
Total earnings per share
Year ended
31 Dec 2022
Cents per share
Year ended
31 Dec 2021
Cents per share
3.64
3.64
3.43
3.43
2.89
2.89
2.82
2.82
The earnings and weighted average number of ordinary shares used in the calculation of basic and diluted
earnings per share are as follows:
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Profit for the year attributable to owners of the Group
10,268,775
8,082,465
Earnings used in the calculation of basic and diluted
earnings/loss per share from continuing operations
10,268,775
8,082,465
Weighted average number of ordinary shares for the
purposes of basic earnings per share
281,821,233
278,363,181
Weighted average number of ordinary shares for the
purposes of diluted earnings/loss per share
299,093,698
285,245,693
71
Country of
Incorporation
Entity interest
31 December 2022
Entity interest 31
December 2021
21. CONTROLLED ENTITIES
Parent entity
Vmoto Limited
Controlled entities
Australia
Vmoto Australia Pty Ltd
Australia
Vmoto Soco International Limited
Hong Kong
Nanjing Vmoto Co, Ltd
Nanjing Vmoto Manufacturing Co,
Ltd
China
China
Vmoto Europe B.V
Netherlands
Vmoto Soco Italy srl
Italy
Vmoto Soco International Pte Ltd
Singapore
Nanjing Vmoto Intelligent
Technology Co, Ltd
Hainan Vmoto Intelligent
Technology Investments Co, Ltd
Associate
Nanjing Vmoto Soco Intelligent
Technology Co, Ltd
China
China
100%
100%
100%
100%
100%
50%
100%
100%
100%
100%
100%
100%
100%
100%
50%
100%
-
-
China
50%
50%
22. KEY MANAGEMENT PERSONNEL DISCLOSURES
Details of Key Management Personnel
(i) Directors
Mr Charles Chen
Managing Director (Executive) – appointed Executive Director 5 January 2007
and Managing Director 1 September 2011
Mr Ivan Teo
Finance Director (Executive) – appointed Chief Financial Officer 17 June 2009 and
Finance Director 29 January 2013
Mr Blair Sergeant
Director (Non-Executive) – appointed 4 November 2020
Ms Shannon Coates
Director (Non-Executive) – appointed 23 May 2014
Mr Martin Zhou
Director (Non-Executive) – appointed 16 September 2022
72
ANNUAL REPORT 2022 (ii) Executives
Mr Graziano Milone
Chief Marketing Officer and President of Strategic Business Development -
appointed 1 March 2022
Mr Adam Cui
Sales Manager - appointed 17 February 2020
Mr Maik Spaan
Europe After Sales & Service Manager - appointed 1 June 2020
Mr Gaetan Orselli
Sales Manager - appointed 1 July 2020
Mr Yaze Liu
Research & Development Manager - appointed 1 July 2022
23. KEY MANAGEMENT PERSONNEL DISCLOSURES
The total remuneration paid to Key Management Personnel of the Company and the Group during the
period ended 31 December 2022 was as follows:
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Short-term employee benefits
1,379,225
1,260,767
Post employment benefits
7,244
-
Share-based payments
1,353,804
1,345,947
Total KMP compensation
2,740,273
2,606,714
Refer to the remuneration report contained in the Directors’ Report for details of the remuneration paid
or payable to each member of the Group’s Key Management Personnel for the year ended 31 December
2022.
73
24. RECONCILIATION OF CASH FLOWS USED IN OPERATING ACTIVITIES
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation and amortisation
Share based payment expenses
10,217,956
8,034,030
1,309,901
1,657,717
1,643,173
1,662,910
2,967,618
3,306,083
(Increase)/decrease in receivables
(2,656,749)
(6,088,095)
(Increase)/decrease in inventories
(980,437)
(8,039,733)
(Increase)/decrease in other assets
(6,075,846)
(3,409,811)
(Decrease)/ increase in payables
5,877,719
9,992,401
Net cash generated by operating activities
9,350,261
3,794,875
25. NON-DIRECTOR RELATED PARTIES
Non-director related parties are the Company’s controlled entities. Details of the Company’s interest in
controlled entities are set out in Note 21. Details of dealings with these entities are set out below.
Transactions - The loans to controlled entities are unsecured, interest-free and of no fixed term. The loans
are provided primarily for capital purchases and working capital purposes.
Receivables - Aggregate amounts receivable from non-director related parties:
Year ended
31 December 2022
$
Year ended
31 December 2021
$
Non-current
Unsecured loans to controlled entities
35,316,139
32,654,563
Provision for non-recovery
(35,316,139)
(32,654,563)
-
-
74
ANNUAL REPORT 2022 26. SUBSEQUENT EVENTS
ISSUE OF SHARES TO DIRECTORS AND EMPLOYEES
On 3 January 2023, 2,850,995 shares were issued to Managing Director Mr Charles Chen and 1,186,122
shares were issued to Finance Director Mr Ivan Teo, following vesting of performance rights issued under
the Company’s employee securities incentive plan, approved by shareholders on 16 December 2020.
On 23 February 2023, the Company issued a total of 2,238,139 shares to employees in recognition of their
efforts and contribution to the Company.
VMOTO’S NETHERLANDS B2B CUSTOMERS
In February 2023, the Company became aware that one of its strategic B2B customer, GreenMo Services
BV (Greenmo Services) had filed for bankruptcy in the Netherlands. GreenMo Services and GreenMo Rent
have been strategic B2B customers in the Netherlands for over seven years with no history of default.
Under current business arrangements, there are outstanding accounts receivables of approximately USD2.7
million due to Vmoto from GreenMo Services and GreenMo Rent.
ACQUISITION OF VMOTO UK DISTRIBUTOR
On 7 March 2023, the Company announced it had acquired the business and certain assets of its UK
Distributor for approximately $1 million. Other than the above, there were no other significant events
subsequent to the year ended 31 December 2022 and prior to the date of this report that have not been
dealt with elsewhere in this report.
27. PARENT ENTITY DISCLOSURES
31 December 2022
$
31 December 2021
$
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total Liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
1,710,486
26,723,368
28,433,854
148,080
-
148,080
2,640,395
23,846,893
26,487,288
155,504
-
155,504
28,285,774
26,331,784
91,907,912
(63,622,138)
90,559,203
(64,227,419)
Share based payment premium reserve
-
-
Total equity
28,285,774
26,331,784
75
Financial performance
Profit/(Loss) for the period
Other comprehensive income
Total comprehensive income
31 December 2022
$
31 December 2021
$
(272,895)
-
(272,895)
137,780
-
137,780
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has not entered into any guarantees in relation to the debts of its subsidiaries during the
year ended 31 December 2022.
Commitments for the acquisition of property, plant and equipment by the parent entity
The parent entity has no commitments for any acquisition of property, plant and equipment.
28. FAIR VALUE MEASUREMENT
In accordance with AASB 13, Fair Value Measurement, the group is required to disclose for each class
of assets and liabilities measured at fair value, the level of the fair value hierarchy within which the fair
value method is categorised. The group view that no assets or liabilities are measured at fair value, other
than cash, trade and other receivables, trade and other payables and borrowings with carrying amounts
assumed to approximate their fair value.
76
ANNUAL REPORT 2022 DIRECTORS’
DECLARATION
IN THE OPINION OF THE DIRECTORS OF VMOTO LIMITED:
a. the financial statements and notes, set out on pages 32 to 76, are in accordance with the Corporations
Act 2001, including:
i. giving a true and fair view of the financial position of the Group as at 31 December 2022 and its
performance, as represented by the results of its operations and cash flows, for the year ended on that
date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the attached financial statements also comply with International Financial Reporting Standards, as
stated in Note 1 to the financial statements; and
c.
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 Directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the Managing Director and the Finance Director for the year ended 31 December 2022.
Signed in accordance with a resolution of the Directors:
YITING (CHARLES) CHEN
MANAGING DIRECTOR
Dated at Western Australia, this 30th day of March 2023.
77
AUDITOR’S
INDEPENDENCE
DECLARATION
To the Board of Directors,
Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
As lead audit Director for the audit of the financial statements of Vmoto Limited for the financial year
ended 31 December 2022, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• any applicable code of professional conduct in relation to the audit.
Yours Faithfully
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated Perth, Western Australia this 30th day of March 2023
78
ANNUAL REPORT 2022
INDEPENDENT
INDEPENDENT
AUDITOR’S REPORT
AUDITOR’S REPORT
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VMOTO LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Vmoto Limited (“the Company”) and its subsidiaries (“the
Consolidated Entity”), which comprises the consolidated statement of financial position as at 31
December 2022, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors’ declaration.
In our opinion:
a.
the accompanying financial report of the Consolidated Entity is in accordance with the
Corporations Act 2001, including:
(i)
giving a true and fair view of the Consolidated Entity’s financial position as at 31 December
2022 and of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards as disclosed
in Note 1(a).
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Consolidated Entity in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
79
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matter
How our audit addressed the Key Audit Matter
Existence and valuation of inventory
The Consolidated Entity had an inventory balance of
Our procedures amongst others included:
$13,507,893 at year end, an increase of $980,437
from 2021.
Existence and valuation of inventory were considered
key audit matters due to:
• Attending stock takes conducted by affiliated firms
at year end and performing sample counts;
• During site visits we observed to consider
damaged or obsolete stock on hand;
•
•
The quantum and increase of inventory on hand
• Reviewing gross margins on sales during the year
The location of the inventory
on a monthly basis;
• Risk of stock obsolescence from changing
• For a sample of items we tested unit costs of
technology
• The importance of inventory in relation to
generating positive operating cash flows.
inventory items and related sales to supporting
documentation to assess whether the inventory is
held at the lower of cost and net realisable value
• Reviewing margins and inventory turnover via
analytical procedures; and
• Assessing the adequacy of the disclosures
included in Note 7 to the financial statements
Revenue Recognition
During the year ended 31 December 2022, the
Consolidated Entity generated sales revenue of
$116,672,738 (2021: $86,167,219).
Our audit procedures included, among others,
inquiries with management regarding significant new
contracts and relevant changes in existing contracts.
The accounting principles and disclosures concerning
revenues are disclosed in Note 1(d).
In addition to the above our procedures amongst
others included:
Revenue recognition is considered as a key audit
matter because revenues are a key financial
performance measure which could create an incentive
for revenues to be recognised prematurely. Relevant
areas from the revenue recognition perspective are
accuracy of the recognised amounts and timing of
revenue recognition.
• Walkthroughs being performed to gain an
understanding of processes and internal controls,
including management reviews, with respect to
revenue recognition.
• Analytical procedures over revenue throughout
the financial year to identify potential
abnormalities.
• On a sample basis an analysis of current sales
80
ANNUAL REPORT 2022
Key Audit Matter
How our audit addressed the Key Audit Matter
contracts and evaluation of appropriateness of
recognised revenue and its timing.
• A specific emphasis was set on verifying that
revenue transactions at the end of the financial
year and at the beginning of the new financial
year have been recognised in the proper
accounting period.
•
Furthermore, we assessed the Consolidated
Entity’s disclosures relating to revenue
recognition.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 31 December 2022, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
for such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error. In Note 1(a), the directors also state in accordance with Australian Accounting Standard AASB
101 Presentation of Financial Statements, that the financial report complies with International Financial
Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the
Consolidated Entity or to cease operations, or has no realistic alternative but to do so.
81
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Consolidated Entity’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Consolidated Entity’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial report or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Consolidated Entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report.
We are responsible for the direction, supervision and performance of the Consolidated Entity
audit. We remain solely responsible for our audit opinion.
82
ANNUAL REPORT 2022
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 31
December 2022. The directors of the Company are responsible for the preparation and presentation of
the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is
to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of Vmoto Limited, for the year ended 31 December 2022,
complies with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated in Perth, Western Australia this 30
th
day of March 2023
83
ADDITIONAL
SHAREHOLDER
INFORMATION
The following information is current as at 23 March 2023:
Voting Rights
The voting rights attaching to ordinary shares are that on a show of hands every member present in person
or by proxy shall have one vote and upon a poll each share shall have one vote.
Performance and service rights do not carry any voting rights.
Substantial Shareholders
The number of shares and options held by substantial shareholders and their associates who have provided
the Company with substantial shareholder notices are set out below:
Name of Substantial Shareholder
Number of Shares
33,204,7841
15,000,0002
13,952,8833
110,606,9484
8,823,5295
Yiting (Charles) Chen
Raymond and Susan Munro ATF Munro Family
Super Fund
Malaky Kazem
Xiaona Zhao
Xiaorui Ding
1. As lodged with ASX on 20 October 2022.
2. As lodged with ASX on 24 July 2019.
3. As lodged with ASX on 1 July 2021.
4. As lodged with ASX on 29 June 2017.
5. As lodged with ASX on 29 June 2017.
On-Market Buy Back
There is no current on-market buy back.
Distribution Schedules
Distribution schedules for each class of security as at 23 March 2023 are set out below.
84
ANNUAL REPORT 2022 FULLY PAID ORDINARY SHARES
Range
1
1,001
5,001
10,001
100,001
Total
1,000
5,000
10,000
100,000
Over
Holders
441
1,875
803
1,316
274
Units
240,432
5,122,999
6,416,501
43,118,437
234,901,088
%
0.09
1.77
2.21
14.88
81.06
4,709
289,799,457
100.00
DIRECTOR PERFORMANCE RIGHTS
Range
1
1,001
5,001
10,001
100,001
Total
1,000
5,000
10,000
100,000
Over
Holders
Units
-
-
-
-
2
2
-
-
-
-
3,895,030
3,895,030
%
-
-
-
-
100
100
Securities subject to Voluntary Escrow
970,000 fully paid ordinary shares are currently subject to voluntary escrow until 8 February 2024.
1,720,000 fully paid ordinary shares are currently subject to voluntary escrow until 4 April 2025.
810,000 fully paid ordinary shares are currently subject to voluntary escrow until 22 February 2026.
Unmarketable Parcels
Holdings of less than a marketable parcel of ordinary shares (being 1,429 Shares as at 23 March 2023):
Holders
727
Units
594,369
85
Top holders
The 20 largest registered holders of quoted securities as at 1 March 2023 were:
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
MR YITING CHEN
MR RAYMOND EDWARD MUNRO + MRS SUSAN ROBERTA
MUNRO
MR YUMING ZHOU
MS MALAKY KAZEM
MR ERCHUAN ZHOU
CITICORP NOMINEES PTY LIMITED
MR YI CHEN
MR TAO YU
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR BRENDAN DAVID GORE
MR KAIJIAN CHEN
MR YIN HOW TEO
MR LIANG CHEN
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
EDLINS PROSPERITY PLUS PTY LTD
MR JOSEPH WILLIAM RE
MR WAYNE HAROLD FINDLAY
Units
36,655,779
20,611,000
17,740,327
17,037,824
12,164,812
10,106,857
4,981,204
4,241,393
3,399,156
3,245,000
3,096,544
3,086,122
3,047,787
2,342,992
2,284,979
2,119,352
2,050,000
1,600,000
1,415,000
% Units
12.65
7.11
6.12
5.88
4.20
3.49
1.72
1.46
1.40
1.17
1.12
1.07
1.06
1.05
0.81
0.79
0.73
0.71
0.55
0.49
OUTRIGHT INTERNATIONAL BUSINESS GROUP LIMITED
4,060,000
20
PROF ALAN JONATHAN BERRICK
Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
155,286,128
52.12
86
ANNUAL REPORT 2022 Unquoted Equity Security Holders
DIRECTOR PERFORMANCE RIGHTS
Rank
Name
MR YITING CHEN
MR YIN HOW TEO
1
2
Total
Securities Exchange Quotation
Units
% Units
2,693,054
1,201,976
69.14
30.86
3,895,030
100.00
The Company’s ordinary shares are listed on the Australian Securities Exchange (Code: VMT). The Home
Exchange is Perth.
Corporate Governance
The Company’s Corporate Governance Statement for the 2022 financial year can be accessed at:
http://www.vmoto.com/Download/Index?typeId=16
87