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RNS Number : 6984A Sealand Capital Galaxy Limited 27 September 2022
For release: 07.00, 27 September 2022
Sealand Capital Galaxy Limited
("Sealand" or the "Company")
Unaudited Interim Results
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has today
published its unaudited Interim Results for the six months ended 30 June 2022
with respect to the Company and its subsidiaries (the "Group").
Nelson Law, Executive Chairman of the Company commented:
"Our proven capabilities in acting as a bridge between European merchants,
mainly of accessible but luxury items, and Chinese consumers, means that we
remain excellently placed to continue benefitting from the growing popularity
of ecommerce, particularly in China, and changing behaviors in the ecommerce
ecosystem. Our commercial and logistical systems and infrastructure are in
place and are capable of adapting to rapid changes in ecommerce trends and
behaviours. Our strong ties with Tmall, and with merchants of high quality
goods, will also contribute to our continued success."
-Ends-
Enquiries:
Sealand Capital Galaxy Limited
Law Chung Lam Nelson, Executive Chairman + 44 (0) 753 795 9788
Novum Securities Limited
David Coffman + 44 (0) 20 7399 9400
Notes to Editors:
The Company's Shares are traded on the Official List of the London Stock
Exchange's main market for listed securities under the ticker SCGL.
Further information on Sealand is available on its
website http://www.scg-ltd.com/ (http://www.scg-ltd.com/)
SEALAND CAPITAL GALAXY LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Sealand Capital Galaxy Limited is a company acting as a special purpose
acquisition company. The Group is engaged in digital marketing, mobile payment
and other IT related business. Today it announces its results for the six
months ended 30 June 2022.
Business Review
Since April 2020, the Covid-19 pandemic had a significant negative impact on
the Group's business, but the Group is pleased to report that is has now
turned a corner, notwithstanding the other new challenges facing virtually all
economies, such as high energy prices, inflation, and slowing growth rates.
The Group's presence on Tmall, via products for which it has exclusive
licences in mainland China, Hong Kong, and Macau, continues to drive profits.
These include Carter Beauty, Czech & Speake, Heath London, HH Simonsen,
Inari, Living Garden Honey, Missguided Beauty, Silllk Aromas Beauty, and The
Gruff Stuff. Tmall is a leading Chinese-language website for
business-to-consumer online retail, allowing local Chinese and international
businesses to sell brand name goods to consumers in greater China.
The Group is delighted to report that its ecommerce segment delivered a profit
of £13,118. Although many shoppers have been eager to leave the house and
return to stores where they are able, behaviour patterns have changed since
the onset of the pandemic. Online shopping has come to serve a distinct
purpose, and the Directors believe this trend will continue in the long term.
Consumers can have whatever they want, whenever they want it, on-demand and
digitally. Shoppers increasingly expect e-retailers to provide a
sophisticated, personalised shopping experience, which the Group is
successfully doing.
In addition, the way in which we present information to online shoppers
mirrors consumers' increasing time conducting research. Simply put, we are
providing more information for shoppers. There is now a greater emphasis on
the shopper researching everything about a product in order to make an
informed decision.
The type of goods that we offer to shoppers are also precisely the type of
items we consider they are currently seeking online. Just as we saw in the
aftermath of the 2007 financial crisis, consumers appear to be putting very
large purchases on hold, while continuing to spend on small luxuries such as
upscale cosmetics brands, and other daily luxury items which they consider
affordable. This trend is in line with the brands for which we have exclusive
licences, and we expect to see this to continue into 2023.
The momentum for online shopping is now considered to be unstoppable and we
continue to keep a strong focus on the evolution of digital buying. For
example, livestream shopping (i.e. brands using livestreams to promote and
sell products) is picking up speed, and we continue to monitor advances to
ensure that our capabilities match the modern digital marketplace which
consumers continue to expect.
Our work with influencers in China has also proven to be the correct strategy
and continues to underpin our success. Younger generations find authenticity
and trust in different places than older generations; predominantly they trust
their peers and they trust influencers.
Financial Review
During the six months ended 30 June 2022, the loss attributable to ordinary
shareholders was £226,910 (2021: £98,643), and the revenue for the period
was £76,071 (2021: £39,184). The loss has widened because of an accrual of
director's fees of £99,000 (the considerable majority of which have not been
paid) and an issue of shares valued at £27,000 to settle some professional
fees.
Prospects
Ecommerce continues to provide a lucrative and vital part of the future of our
business. By understanding the trends of today and seeing where they are
headed, we are preparing ourselves for continued future growth in ecommerce.
An increasing number of people are engaging in online shopping, and more
engagement means more potential customers with unique interests and needs.
This creates many opportunities for merchants looking to engage with ecommerce
for the first time or to reinvigorate their efforts, which will amplify our
contact with merchants. Our proven capabilities in acting as a bridge between
European merchants, mainly of accessible but luxury items, and Chinese
consumers, means that we remain excellently placed to continue benefitting
from the growing popularity of ecommerce, particularly in China, and changing
behaviors in the ecommerce ecosystem. Our commercial and logistical systems
and infrastructure are in place and are capable of adapting to rapid changes
in ecommerce trends and behaviours. Our strong ties with Tmall, and with
merchants of high quality goods, will also contribute to our continued
success.
Going Concern
As at 30 June 2022, the Group has cash and cash equivalent balances of
£13,031 and net current liabilities and net liabilities of £1,258,755.
The directors' cash-flow projections for the forthcoming 12 months conclude
there will be a need for additional cash resources. The directors are in
discussions with some parties that may raise further equity and/or loans.
There is no certainty that any such funds will be forthcoming or the price and
other terms will be acceptable.
Directors
The following directors served during the six months ended 30 June 2022:
Mr Chung Lam Nelson Law (Chairman and Chief Financial Officer)
Mr Geoffrey John Griggs (Non-executive Director)
I would like to thank my colleagues for their continued perseverance and
commitment towards reaching the Groups' objectives.
Chung Lam Nelson Law
Chairman
26 September 2022
SEALAND CAPITAL GALAXY LIMITED
PRINCIPAL RISKS AND UNCERTAINTIES
The Board regularly monitors exposure to risks and uncertainties that it
considers key as set out below.
Covid-19
In common with a lot of other businesses based in China, an important
challenge currently facing the Group is dealing with the COVID-19 pandemic,
although there are encouraging signs that the effect of this is diminishing in
the Group's main markets.
Going forward, the virus may however impact the Group's transactional revenue
streams and this is carefully considered by the Board on a regular basis.
Acquisitions and investments
Part of the Group's strategy is to acquire and make strategic investments in
complementary businesses as appropriate opportunities arise. The risks the
Group may face should it acquire or invest in complementary businesses
include:
- Difficulties with the integration and assimilation of the acquired
business;
- Diversion of the attention of the Group's management team from other
business concerns;
- Loss of key employees of any acquired business;
- Acquisitions or investments may require the Group to expend
significant amounts of cash, which could result in the Group's inability to
use the funds for other business purposes;
- If the Group funds acquisitions through issuances of ordinary shares,
the interests of its shareholders will be diluted, which may cause the market
price of the ordinary shares to decline.
- There is no guarantee that the Directors will be able to complete
acquisitions of complementary companies on acceptable terms. Failure to do so
over an extended period would limit the Directors' ability to carry out their
strategy and would reduce the long-term prospects of the Group.
To mitigate the risks in respect of acquisitions and investments, the Group
carries out due diligence and produces cash flow projections to ensure that
any target is a suitable strategic fit and is financially sound. Staff are
also trained to effectively manage the integration of acquisitions.
Competition
The majority of the Group's work for existing or new clients or on new
projects is won competitively. The Group may face significant competition,
including from larger companies which have greater capital and other resources
and may result in some margin erosion. There is no assurance that the Group
will be able to compete successfully in such a marketplace in the future.
Financial Risks
The Group financial risks including foreign exchange risk, interest rate risk,
credit risk, liquidity risk and cash flow risk are carefully monitored by the
Board.
Chung Lam Nelson Law
Chairman
26 September 2022
SEALAND CAPITAL GALAXY LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements, which has been
prepared in accordance with IAS 34 "Interim Financial Reporting", gives a true
and fair view of the assets, liabilities, financial position and loss of the
Group as a whole as required by DTR 4.2.4R subject to the comment on the going
concern position of the Group.
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months of the year and a description of principal risks and
uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
By order of the Board
Chung Lam Nelson Law
Chairman
26 September 2022
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Six months ended Six months ended
30 June 2022 30 June 2021
(Unaudited) (Unaudited)
Note £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
Revenue 5 76,071 39,184
Cost of services (62,953) (35,280)
Gross profit 13,118 3,904
Other income 5 16,313 8,288
Administrative expenses (237,535) (160,515)
Finance costs (1,046) (467)
Gain on bargain purchase of a subsidiary - 3,839
Gain on disposal of a subsidiary 7,644 -
Share of results of an associate - 274
Loss before tax 6 (201,526) (144,677)
Income tax expense - (575)
Loss for the period (201,526) (145,252)
Attributable to:
Equity holders of the Company (226,910) (98,643)
Non-controlling interests 25,384 (46,609)
(201,526) (145,252)
Loss per share attributable to equity holders of the Company
Pence Pence
Basic and diluted 8 (*) (*)
* Less than 0.001 pence
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Six months ended Six months ended
30 June 2022 30 June 2021
(Unaudited) (Unaudited)
Note £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
Loss for the period (201,526) (145,252)
Other comprehensive income
Items not to be reclassified subsequently to profit or loss:
- Share of other comprehensive income of an associate - (72)
Items to be reclassified subsequently to profit or loss:
- Exchange differences on translation of foreign operations (86,249) 26,853
Other comprehensive income for the year, net of tax (86,249) 26,781
Total comprehensive loss for the period (287,775) (118,471)
Attributable to:
Equity holders of the Company (287,823) (80,868)
Non-controlling interests 48 (37,603)
(287,775) (118,471)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2022
At At
30 June 2022 31 December 2021
(Unaudited) (Audited)
Note £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
Non-current assets
Property, plant and equipment 9 - 15,650
Current assets
Inventories 10 112,478 81,823
Prepayments and other receivables 69,678 66,520
Trade receivables 38,876 15,123
Cash and cash equivalents 13,031 8,198
234,063 171,664
Current liabilities
Trade payables 125,233 81,743
Other payables and accrued expenses 535,635 459,317
Amount due to a director 830,959 649,621
Finance lease liabilities 11 991 14,750
1,492,818 1,205,431
Net current liabilities (1,258,755) (1,033,767)
Total assets less current liabilities (1,258,755) (1,018,767)
Net liabilities (1,258,755) (1,018,117)
Capital and reserves
Share capital 12 60,060 59,569
Reserves (953,428) (692,114)
Total equity attributable to equity shareholders of the Company
(893,368) (632,545)
Non-controlling interests (365,387) (385,572)
Total equity (1,258,755) (1,018,117)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2021
Attributable to equity holders of the Company
Share-based payment reserve
Share Share Accumulated Exchange Non-controlling interests Total
capital premium losses reserve Total equity
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
Six months ended 30 June 2022
At 1 January 2022 (Audited) 59,569 6,660,898 357,417 (7,715,246) 4,817 (632,545) (385,572) (1,018,117)
Loss for the period - - - (226,910) - (226,910) 25,384 (201,526)
Exchange differences arising on translation - - - - (60,913) (60,913) (25,336) (86,249)
Total comprehensive loss/(income) - - - (226,910) (60,913) (287,823) 48 (287,775)
Issue of ordinary shares 491 26,509 - - - 27,000 - 27,000
Disposal of a subsidiary - - - - - - 20,137 20,137
At 30 June 2022 (Unaudited) 60,060 6,687,407 357,417 (7,942,156) (56,096) (893,368) (365,387) (1,258,755)
Six months ended 30 June 2021
At 1 January 2021 (Audited) 50,983 6,012,444 - (6,775,080) 14,963 (696,690) (296,005) (992,695)
Loss for the period - - - (98,643) - (98,643) (46,609) (145,252)
Exchange differences arising on translation - - - - 17,775 17,775 9,006 26,781
Total comprehensive loss/(income) - - - (98,643) 17,775 (80,868) (37,603) (118,471)
Issue of ordinary shares 621 89,379 - - - 90,000 - 90,000
At 30 June 2021 (Unaudited) 51,604 6,101,823 - (6,873,723) 32,738 (687,558) (333,608) (1,021,166)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Six months ended Six months ended
30 June 2022 30 June 2021
(Unaudited) (Unaudited)
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax (201,526) (144,677)
Adjustments for:
Depreciation 16,373 17,488
Gain on disposal of a subsidiary (7,644) -
Gain on bargain purchase of a subsidiary - (3,839)
Share of profit of an associate - (274)
Interest expenses 1,025 467
Bank interest income (10) (4)
Operating cash flows before movements in working capital (191,782) (130,839)
Increase in inventories (30,655) -
Increase in prepayments and other receivables (1,746) (83,145)
(Increase)/decrease in trade receivables and contract assets (23,753) 14,379
Increase in amount due to a director 180,197 3,920
Increase in trade payables 40,361 46,441
Increase in other payables and accrued expenses 106,288 44,059
78,910 (105,185)
Payment of interest portion of lease liabilities (1,025) (467)
Income tax paid - (575)
Net cash generated from/(used in) operating activities 77,885 (106,227)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash outflow in respect of the disposal of a subsidiary (143) -
Net cash inflow from acquisition of a subsidiary - 43,192
Interest income received 10 4
Net cash (used in)/generated from investing activities (133) 43,196
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares 27,000 90,000
Payment of principal portion of lease liabilities (15,508) (13,308)
Net cash generated from financing activities 11,492 76,692
Net increase in cash and cash equivalents 89,244 13,661
Foreign exchange realignment (84,411) 26,635
Cash and cash equivalents at 1 January 8,198 16,002
Cash and cash equivalents at 30 June 13,031 56,298
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated in the Cayman
Islands on 22 May 2015 as an exempted Company with limited liability under the
Companies Law of the Cayman Islands. The registered office of the Company is
Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman
Islands. These unaudited consolidated interim financial statements comprise
the Company and its subsidiaries (together referred to as the "Group").
The Company's nature of operations is to act as a special purpose acquisition
company.
The Group engaged in digital marketing and other IT and e-Commerce related
businesses.
2. BASIS OF PREPARATION
The unaudited consolidated interim financial statements for the six months
ended 30 June 2022 have been prepared in accordance with the International
Accounting Standard ("IAS") No. 34 "Interim Financial Reporting" issued by the
International Accounting Standards Board ("IASB"). These unaudited
consolidated interim financial statements were not reviewed or audited by our
auditor.
The consolidated interim financial information has been prepared in accordance
with the same accounting policies adopted in the 2021 annual financial
statements extracted, except for the accounting policy changes that are
expected to be reflected in the 2022 annual financial statements.
The preparation of the interim financial information in conformity with IAS 34
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses on a year to date basis. Actual results may differ from
these estimates.
This consolidated interim financial information contains consolidated
financial statements and selected explanatory notes. The notes include an
explanation of events and transactions that are significant to an
understanding of the changes in financial position and performance of the
Group since the 2021 annual financial statements. The consolidated interim
financial statements and notes thereon do not include all of the information
required for a full set of financial statements prepared in accordance with
International Financial Reporting Standards ("IFRSs").
3. GOING CONCERN
The directors' cash projections for the forthcoming 12 months conclude that
there will be a need for additional cash resources to fully implement the
business plans. The directors are in discussion with a number of individuals
that may lead to further equity and/or loans being raised. There is no
certainty that any such funds will be forthcoming or the price and other terms
will be acceptable.
4. SEGMENT INFORMATION
The Chief Operating Decision Maker ("CODM") has been identified as the
executive director of the Company who reviews the Group's internal reporting
in order to assess performance and allocate resources. The CODM has determined
the operating segments based on these reports.
For management purposes, the Group is organised into business units based on
their products and services and has reportable operating segments as follows:
(a) The digital marketing and payment segment includes services
on enlisting merchants to mobile payment gateways and providing digital
advertising services; and
(b) The software development and support segment includes sales
and distribution of mobile games and all other I.T. related development and
support services operated under Rightyoo.
(c) The e-commerce segment includes sales of goods through
internet and provision for consultancy services related to e-commerce.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
4. SEGMENT INFORMATION - CONTINUED
Digital marketing and payment
Software development and support
e-Commerce Unallocated Total
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
Six months ended 30 June 2022 (Unaudited)
Revenue` 776 - 75,295 - 76,071
Segment profit/(loss) (19,264) - 13,118 (195,380) (201,526)
Assets 30,984 - 165,559 37,520 234,063
Liabilities 295,767 - 139,944 1,057,107 1,492,818
Six months ended 30 June 2021 (Unaudited)
Revenue 39,067 - 117 - 39,184
Segment loss (92,154) (20,284) (22,099) (10,715) (145,252)
Assets 174,003 5,184 33,802 103,653 316,642
Liabilities 352,561 93,426 15,107 876,714 1,337,808
5. REVENUE AND OTHER INCOME
Six months ended Six months ended
30 June 2022 30 June 2021
(Unaudited) (Unaudited)
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
REVENUE
Advertising services 775 33,337
Commission income 669 2,161
Sales of goods 74,627 3,686
76,071 39,184
OTHER INCOME
Bank interest income 10 4
Others 16,303 8,284
16,313 8,288
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
6. LOSS BEFORE TAX
Six months ended Six months ended
30 June 2022 30 June 2021
(Unaudited) (Unaudited)
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
Loss before tax has been arrived at after charging:
Depreciation - Owned assets and right of use assets 16,373 17,488
7. EMPLOYEES
The average number of employees during the period was made up as follows:
Six months ended Six months ended
30 June 2022 30 June 2021
(Unaudited) (Unaudited)
Directors 2 3
Staff 2 11
Directors' remuneration 99,000 -
8. BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated by dividing the loss attributable to the
Company's owners of £226,910 (2021: £98,643) by the weighted average number
of 598,081,125 ordinary shares (2021: 512,968,277) in issue during the six
months ended 30 June 2022.
Diluted loss per share was the same as basic loss per share as no potential
dilutive ordinary shares were outstanding for both the six months ended 30
June 2022 and 2021.
9. PROPERTY, PLANT AND EQUIPMENT
Office equipment Leasehold improvement Right of use
assets Total
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
At 1 January 2022 (Audited) - 1,159 14,491 15,650
Depreciation for the period - (1,212) (15,161) (16,373)
Exchange differences - 53 670 723
At 30 June 2022 (Unaudited) - - - -
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
10. INVENTORIES
At At
30 June 2022 31 December 2021
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
(Unaudited) (Audited)
Finished goods 112,478 81,823
11. LEASE LIABILITIES
The total minimum lease liabilities under finance leases and their present
values at the reporting date are as follows:
At At 31 December 2021
30 June 2022
£ (https://en.wikipedia.org/wiki/Pound_sign) £ (https://en.wikipedia.org/wiki/Pound_sign)
(Unaudited) (Audited)
Current portion:
Gross finance lease liabilities 1,028 14,823
Finance expense not recognised (37) (73)
991 14,750
The net finance lease liabilities are analysed as follows:
- Not later than 1 year 991 14,750
12. SHARE CAPITAL
Number £ (https://en.wikipedia.org/wiki/Pound_sign)
Ordinary shares issued and fully paid
At 1 January 2022 (Audited) 595,694,385 59,569
Issue of ordinary shares 4,909,091 491
At 30 June 2022 (Unaudited) 600,603,476 60,060
In April 2022, the Company allotted and issued 4,909,091 ordinary shares of
£0.0001 each to settle the professional fees of the Group.
13. RELATED PARTY TRANSACTIONS
(a) Details of the compensation of key management personnel are
disclosed in Note 7 to the unaudited interim results.
(b) Apart from the balances with related parties at the end of the
reporting period disclosed elsewhere in the financial statements, the Company
had not entered into any significant related party transactions for the six
months ended 30 June 2022.
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