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CMP Group Co., Ltd. — Annual Report 2019
Dec 31, 2019
51855_rns_2019-12-31_79a83050-e93b-436d-b0bf-d79eef6b0d2c.pdf
Annual Report
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Stock Code:1532
$\mathbf{1}$
CHINA METAL PRODUCTS CO., LTD.
FINANCIAL STATEMENTS
with Independent Auditors' Report For the Years Ended December 31, 2019 and 2018
Address: 4F, NO.85, SEC. 4, REN' AI RD. TAIPEI, TAIWAN, R.O.C. Telephone: 886-2-2711-2831
The independent auditors' report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and financial statements, the Chinese version shall prevail.
Table of Contents
| Contents | Page |
|---|---|
| 1. Cover Page | $\mathbf{1}$ |
| 2. Table of Contents | 2 |
| 3. Independent Auditors' Report | 3 |
| 4. Balance Sheets | 4 |
| 5. Statements of Comprehensive Income | 5 |
| 6. Statements of Changes in Equity | 6 |
| 7. Statements of Cash Flows | 7 |
| 8. Notes to the Financial Statements | |
| Company history (1) |
8 |
| (2) Approval date and procedures of the financial statements |
8 |
| (3) New standards, amendments and interpretations adopted |
$8 - 12$ |
| Summary of significant accounting policies (4) |
$12 - 31$ |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty |
$31 - 33$ |
| Explanation of significant accounts (6) |
$33 - 66$ |
| Related-party transactions (7) |
$66 - 72$ |
| (8) Pledged assets |
72 |
| (9) Significant commitments and contingencies |
$72 - 73$ |
| (10) Losses Due to Major Disasters | 73 |
| (11) Subsequent Events | 73 |
| $(12)$ Other | $73 - 74$ |
| (13) Other disclosures | |
| (a) Information on significant transactions | $75 - 77$ |
| (b) Information on investees | $77 - 78$ |
| (c) Information on investment in mainland China | $78 - 79$ |
| (14) Segment information | 79 |
| 9. List of major account titles | $80 - 86$ |

要保建業群合會計師事務府 KPMG
台北市11049信義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)
Telephone 電話 + 886 (2) 8101 6666 Fax 傳真 + 886 (2) 8101 6667 Internet 網址 kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of China Metal Products Co., Ltd.:
Opinion
We have audited the financial statements of China Metal Products Co., Ltd.("the Company"), which comprise the balance sheets as of December 31, 2019 and 2018, and the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the balance sheets of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the vears ended December 31, 2019 and 2018 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have 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 of our opinion.
Key Audit Matters
Based on our professional judgment, key audit matters pertain to the most important matters in the audit of financial statements for the year ended December 31, 2019 of the Company. Those matters have been addressed in our audit opinion on the said financial statements and during the formation of our audit opinion. However, we do not express an opinion on these matters individually. The key audit matters that, in our professional judgment, should be communicated are as follows:
- Revenue recognition
For the revenue recognition account policy, please refer to Note $4(r)$ ; for the details of the revenue recognition during the years, please refer to Note $6(u)$ .
Description of key audit matter:
China Metal Products Co., Ltd.'s revenue from the sale of the steel products is recognized when the control of the goods has been transferred to the customer and there is no continuing management involvement and effective control with the goods. The revenue is recognized when the control of the goods has been transferred which is deemed by transaction terms in each sales contract stipulated by the customer and China Metal Products Co., Ltd.. The operating revenue from the sale of the steel products is easily affected by the law of supply and demand principal and other factors in the market. Therefore, the revenue recognition is considered as one of the key audit matters.

Corresponding audit procedure:
Our main audit procedures for the above key audit matters includes: understanding and testing the design, operation and implantation of the effectiveness of internal control on revenue recognition of China Metal Products Co., Ltd.; understanding the major types of revenue, contract terms and transaction terms to determine the appropriateness timing of revenue recognition, also sampling the major customers and reviewing the contracts and sales orders to evaluate the revenue recognition; sampling the transaction records of sales around the balance sheet date and obtaining the transaction documents to evaluate the appropriateness timing of revenue recognition; understanding if there is significant allowance for sales return and discount for the days before and after the reporting date.
- Impairment assessment of investments accounted for using equity method
For the accounting policy of investments accounted for using equity method's impairment assessment please refer to the Note 4(i) Investment in associates; for the details of investments accounted for using equity method's impairment assessment, please refer to Note 6(f) Investments accounted for using equity method.
Description of key audit matter:
Sunflower Investment Co., Ltd., the subsidiary of the Company, had sought administrative remedies for the administrative penalties arose from enterprise income tax, value-added tax, and undistributed earning tax of the Daguangsan non-performing receivable case, which the total amount of tax and penalties amounted to \$564,452 thousand. As of the reporting date, the Company has paid \$46,174 thousand and estimated the regarding litigation provision at \$236,052 thousand.
The estimation of litigation contingent liabilities is based on the management's assessment of the result of litigation which is likely to be unfavorable to the Company. However, there are significant uncertainties in the litigation. Therefore, the litigation provision estimation is considered as one of the key audit matters.
Corresponding audit procedure:
Our main audit procedures for the above key audit matters include: interviewing the Company's management to understand the method of assessment; obtaining management's major litigation memorandum and its provision assessment documents, and reviewing the latest court verdict documents of the major litigation to assess the reasonableness of their estimates; obtaining auditors' legal confirmation letters from external lawyers to verify the progress of pending litigation; assessing whether the Company's pending litigation cases and contingent liabilities have been properly disclosed.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing China Metal Products Co., Ltd.'s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate China Metal Products Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing China Metal Products Co., Ltd.'s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- 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 China Metal Products Co., Ltd.'s internal control.
-
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on China Metal Products Co., Ltd.'s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause China Metal Products Co., Ltd. to cease to continue as a going concern.
-
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within China Metal Products Co., Ltd. to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance 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 those charged with governance 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 those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Kuo-Yang Tseng and Shih-Chin Chih.
KPMG
Taipei, Taiwan (Republic of China) March 30, 2020
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and financial statements, the Chinese version shall prevail.
| Amount $\circ$ ž. 800,662 92,544 182,380 19,458 107.093 24,467 38,787 1,365,391 Amount |
$\overline{a}$ $\leqslant$ 1,195,412 287,693 109,278 114,192 ,782,734 22,481 33,227 20,451 |
2130 2100 2170 2200 |
Liabilities and equity Current liabilities: |
℅ Amount |
||
|---|---|---|---|---|---|---|
| Amount | ℅ | |||||
| Short-term borrowings (Notes 6(1), 7 and 8) | $\mathbf 2$ 199,893 ↔ |
649,672 | ||||
| Current contract liabilities (Note 6(u)) | 2,994 | 4,530 | ||||
| Notes and accounts payable | 240,850 | 273,652 | $\mathbf 2$ | |||
| Other payables (Note 7) | 203,117 | 317,449 | ||||
| 2230 | Current income tax liabilities | 61,036 | 14,472 | |||
| 2280 | Current lease liabilities (Note 6(n)) | 172,175 | ||||
| 2300 | Other current liabilities | 11,229 | 12,638 | |||
| 2310 | Advance receipts | 2,068 | 1,700 | |||
| 2360 | 1,389 | |||||
| 1,193,362 | 1,275,502 | ิ | ||||
| 216,065 | 207,818 | Non-current liabilities: | ||||
| 2541 | Long-term borrowings (Notes 6(m), 7 and 8) | 28 6,164,195 |
3,628,798 | $\approx$ | ||
| 2580 | Non-current lease liabilities (Note 6(n)) | $\approx$ 1,976,814 |
||||
| 2640 | Non-current net defined benefit liability (Note6(q)) | 2,803 | ||||
| 2 | 448,979 | |||||
| 49,490 | 59,498 | $\blacksquare$ | ||||
| ଧ୍ୟ | ||||||
| 9,206 | ္ဂု | |||||
| 460,191 | 456,643 | |||||
| 7,643 | ||||||
| 677.174 | 678,031 | $\overline{c}$ | ||||
| 3200 | Capital surplus | 1,523,104 | ||||
| 3300 | Retained earnings | $\triangleq$ | ||||
| 3400 | Other equity | $\ddot{\phantom{0}}$ (56, 109) |
206,070 | |||
| $\overline{5}$ S 13,590,186 20,341,250 786,070 2,130,430 2,451,027 13,258 |
$\infty$ 77 14,050,807 814,517 16,376,743 146,878 12,843 9,206 |
2570 3100 2600 |
Equity attributable to owners of parent (Note 6(s)): Current net defined benefit liability (Note 6(q)) Other non-current liabilities (Note 6(0)) Deferred tax liabilities (Note 6(r) Total non-current liabilities Total current liabilities Total liabilities Share capital |
30 $\frac{8}{18}$ $\frac{1}{2}$ 45 433,583 8,624,082 9,817,444 6,569,681 3,852,521 |
7,159,640 1,525,666 4,140,078 5,415,580 3,852,521 |
$\begin{array}{c} 1100 \ 1170 \ 1180 \ 130X \ 1410 \ 1470 \ 1476 \ \end{array}$
$\frac{1}{2}$ $\frac{1}{2}$
$\overline{z}$ $\infty$ $40$
7,159,640 206,070 12,743,897 18,159,477
기위
$\frac{100}{2}$
S 21,706,641
Total liabilities and equity
$\parallel \Xi \parallel$
$18,159,477$
$\frac{100}{2}$
$8 - 21,706,641$
Total assets
1550
1600
1755
1760
1780
1840
1517
1975
1980
Total equity
$\frac{1}{5}$
$(56, 109)$ 11,889,197
(English Translation of Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS CO., LTD.
Balance Sheets
(Expressed in Thousands of New Taiwan Dollars) December 31, 2019 and 2018
$\overline{a}$
$\mathbf{\hat{c}}$ $\mathbf{\hat{c}}$ $\sim$
$\cdot$
$20\,$
$\mathfrak{c}$
$\bar{t}$
(English Translation of Financial Statements Originally Issued in Chinese) CHINA METAL PRODUCTS CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Amount | $\%$ | Amount | $\frac{0}{2}$ | |||
| 4000 | Operating revenues (Notes $6(u)$ and 7) | \$ | 1,191,690 | 100 | 1,383,562 | 100 |
| 5000 | Operating costs (Notes 6(d) and 7) | (667, 419) | (56) | (852, 237) | (62) | |
| Gross profit from operations | 524,271 | 44 | 531,325 | $\frac{38}{5}$ | ||
| Operating expenses (Note 7): | ||||||
| 6100 | Selling expenses | (28,299) | (2) | (37,680) | (3) | |
| 6200 | Administrative expenses | (549, 676) | (46) | (616, 899) | (44) | |
| 6300 | Research and development expenses | (75) | $\overline{\phantom{a}}$ | |||
| 6450 | Expected credit loss (Note $6(c)$ ) | (2,573) | $\blacksquare$ | (1, 893) | ||
| Total operating expenses | (580, 623) | (48) | (656, 472) | (47) | ||
| 6500 | Net other income and expenses (Note $6(w)$ ) | 3,007 | $\overline{\phantom{a}}$ | 2,508 | $\sim$ | |
| Net operating loss | (53, 345) | (4) | (122, 639) | (9) | ||
| Non-operating income and expenses: | ||||||
| 7010 | Other income (Notes $6(x)$ and 7) | 97,143 | 8 | 101,967 | 7 | |
| 7020 | Other gains and losses (Note $6(x)$ ) | 3,355 | ù. | 30,250 | $\overline{2}$ | |
| 7050 | Finance costs (Note $6(x)$ ) | (80, 528) | (7) | (47, 175) | (3) | |
| 7070 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method (Note $6(f)$ ) |
605,054 | 51 | 1,575,954 | 1 14 | |
| Total non-operating income and expenses | 625,024 | 52 | 1,660,996 | 120 | ||
| 7900 | Profit from continuing operations before tax | 571,679 | 48 | 1,538,357 | 111 | |
| 7950 | Less: Tax expenses (Note $6(r)$ ) | (62, 952) | (5) | (63,755) | (4) | |
| 8000 | Profit from continuing operations | 508,727 | 43 | 1,474,602 | 107 | |
| 8100 | Profit from discontinued operations (Notes $6(e)$ and $12(d)$ ) | 360,970 | 26 | |||
| Profit | 508,727 | 43 | 1,835,572 | 133 | ||
| 8300 | Other comprehensive income: | |||||
| 8310 | Items that may not be classified subsequently to profit or loss | |||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 3,843 | (1,415) | |||
| 8316 | Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income (Notes $6(q)$ and $(y)$ ) |
17,861 | -1 | 16,309 | 1 | |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures | (1,657) | (15,995) | (1) | ||
| accounted for using equity method Total items that may not be classified subsequently to profit or loss |
20,047 | (1,101) | ||||
| 8360 | Items that may be classified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translation of foreign financial statements | (280, 040) | (22) | (255,991) | (19) | |
| Total items that may be classified subsequently to profit or loss | (280,040) | (22) | (255,991) | (19) | ||
| 8300 | Other comprehensive income (after tax) | (259,993) | (21) | (257,092) | (19) | |
| 8500 | Comprehensive income | 248,734 | 22 | 1,578,480 | -114 | |
| Earnings per share (Note 6(t)) | ||||||
| Basic earnings per share | ||||||
| 9710 | From continuing operations | \$ | 1.32 | 3.82 | ||
| 9720 | From discontinued operations | 0.94 | ||||
| \$ | 1.32 | 4.76 | ||||
| Diluted earnings per share | ||||||
| 9810 | From continuing operations | \$ | 1.32 | 3.81 | ||
| 9820 | From discontinued operations | 0.94 | ||||
| S | 1.32 | 4.75 |
(English Translation of Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)
| Other Equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Retained Earnings | Unrealized Gains | |||||||||
| Unappropriated | Total | Differences on Translation of Exchange Foreign |
Financial Assets Measured at Fair Value Through (Losses) from Other |
Available-for- (Losses) on Unrealized Gains |
|||||||
| Ordinary Shares |
Surplus Capital |
Reserve Legal |
Reserve Special |
Earnings Retained |
Earnings Retained |
Statements Financial |
Comprehensive Income |
sale Financial Assets |
Equity Interest Total Other |
Total Equity | |
| Balance on January 1, 2018 | $\overline{51}$ 3,852, |
1,522,961 | 1,511,647 | 49.081 | 4,317,361 | 5,878,089 | 392,282 | 187 | 392,469 | 11,646,040 | |
| Effects of retrospective application | 77,177 | 77.177 | 53,470 | (187) | 53,283 | 130,460 | |||||
| Balance on January 1, 2018, after adjustments Profit for the year ended December 31, 2018 |
521 3,852. |
1,522.96 | 1.511,647 | 49.081 | 4,394,538 ,835,572 |
5,955.266 1,835,572 |
392,282 | 53,470 | 445,752 | 1.776,500 1,835,572 |
|
| Other comprehensive income for the year ended December 31, 2018 | (17, 410) | (17, 410) | (255, 991) | 16,309 | (239, 682) | (257.092) | |||||
| Total comprehensive income for the year ended December 31, 2018 | .818,162 | 1,818,162 | (255.991) | 16,309 | (239, 682) | 1,578,480 | |||||
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | 60,943 | (60, 943) | |||||||||
| Cash dividends | (577, 878) | (577, 878) | (577, 878) | ||||||||
| Other changes in capital surplus: | |||||||||||
| Difference between consideration and carrying amount of subsidiaries acquired or disposed of | 426 | (35,910) | (35,910) | (35, 484) | |||||||
| Changes in equity of associates and joint ventures accounted for using equity method | 2,279 | 2,279 | |||||||||
| Balance on December 31, 2018 | 521 3,852, |
,525,666 | 1,572,590 | 49,081 | 5.537,969 | 7,159,640 | 136,291 | 69,779 | 206,070 | 12,743,897 | |
| Effects of retrospective application | ı, | ¢ | ı. | (58.290) | (58.290 | t, | ı | ı | (58, 290) | ||
| Balance on January 1, 2019 after adjustments | 521 3,852. |
,525,666 | 1,572,590 | 49,081 | 5,479,679 | 7,101,350 | 136.291 | 69,779 | 206,070 | 12,685,607 | |
| Profit for the year ended December 31, 2019 | 508,727 | 508,727 | 508,727 | ||||||||
| Other comprehensive income for the year ended December 31, 2019 | 2,186 | 2,186 | (280.040) | 17,861 | (262, 179) | (259, 993) | |||||
| Total comprehensive income for the year ended December 31, 2019 | 510,913 | 510,913 | (280.040) | 17,861 | (262,179) | 248,734 | |||||
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | 183,557 | (183, 557) | |||||||||
| Cash dividends | (1,040,181) | (1,040.181) | (1,040,181) | ||||||||
| Other changes in capital surplus: | |||||||||||
| Changes in equity of associates and joint ventures accounted for using equity method | (2.562) | ĭ. | (2,401) | (2,401) | (4.963) | ||||||
| Balance on December 31, 2019 | 3,852,521 | 1,523,104 | 1,756,147 | 49,081 | 4,764,453 | 6,569,681 | (143, 749) | 87,640 | (56,109) | 11,889,197 |
(English Translation of Financial Statements Originally Issued in Chinese) CHINA METAL PRODUCTS CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
| 2019 | 2018 | ||
|---|---|---|---|
| Cash flows from operating activities: Profit from continuing operations before tax |
S | 571,679 | 1,538,357 |
| Profit from discontinued operations before tax | 372,045 | ||
| Profit before tax | 571,679 | 1,910,402 | |
| Adiustments: | |||
| Adjustments to reconcile profit (loss): | |||
| Depreciation expense | 266,546 | 72,871 | |
| Amortization expense | 4,449 | 3,977 | |
| Interest expense | 80,528 | 47,175 | |
| Expected credit loss Interest income |
2,573 (33, 443) |
1,893 | |
| Dividend income | (28, 196) | (35,689) (38,939) |
|
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (605, 054) | (1,575,954) | |
| (Gain) loss on disposal of property, plant and equipment | (1, 922) | 1,243 | |
| Property, plant and equipment transferred to expenses | 152 | 196 | |
| Gain on disposal of discontinued operations and non-current assets held for sale | (375, 757) | ||
| Total adjustments to reconcile profit | (314, 367) | (1,898,984) | |
| Changes in operating assets and liabilities: | |||
| Changes in operating assets: | |||
| Notes and accounts receivable, net | 92,577 | 99,098 | |
| Accounts receivable due from related parties, net Other receivables |
8,760 10,324 |
(2,626) (8,343) |
|
| Inventories | (73,102) | (21, 191) | |
| Prepayments | (18, 173) | 1,040 | |
| Other current financial assets | 441 | (6,236) | |
| Total changes in operating assets | 20,827 | 61,742 | |
| Changes in operating liabilities: | |||
| Notes and accounts payable (including related parties), net | (32, 802) | (68,311) | |
| Other payables | (59, 419) | 54,534 | |
| Contract liabilities | (1, 536) | (9,978) | |
| Other current liabilities | (1, 409) | 9,017 (9,900) |
|
| Net defined benefit liability Advance receipts |
(7,992) 368 |
||
| Total changes in operating liabilities | (102,790) | (24, 638) | |
| Total changes in operating assets and liabilities | (81,963) | 37,104 | |
| Total adjustments | (396, 330) | (1,861,880) | |
| Cash inflow generated from operations | 175,349 | 48,522 | |
| Interest received | 20,031 | 20,556 | |
| Dividends received | 808,369 | 376,589 | |
| Interest paid | (77, 771) | (46, 719) | |
| Income taxes paid Net cash flows generated from operating activities |
(31,785) 894,193 |
(46,920) 352,028 |
|
| Cash flows from investing activities: | |||
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 9,614 | 1,947 | |
| Proceeds from capital reduction of investments accounted for using equity method | 2,970 | ||
| Proceeds from disposal of non-current assets held for sale | 616,480 | ||
| Acquisition of property, plant and equipment | (51,292) | (91, 113) | |
| Proceeds from disposal of property, plant and equipment | 2,090 | 798 | |
| Acquisition of intangible assets | (3,212) | (5,563) | |
| Acquisition of investment properties | (2,304,149) | ||
| Decrease in other financial assets | 857 | 524 | |
| Increase in other non-current assets | (116,939) (2,463,031) |
(164, 199) | |
| Net cash flows (used in) generated from investing activities Cash flows from financing activities: |
361,844 | ||
| Increase in short-term borrowings | 2,150,000 | 1,800,000 | |
| Decrease in short-term borrowings | (2,100,000) | (1,751,024) | |
| (Decrease) increase in short-term notes and bills payable | (199, 779) | 199,754 | |
| Proceeds from long-term borrowings | 7,744,234 | 4,119,976 | |
| Repayments of long-term borrowings | (5,209,000) | (4,401,000) | |
| Increase in other non-current liabilities | 1,195 | 100 | |
| Cash dividends paid | (1,040,181) | (577, 878) | |
| Payment of lease liabilities | (172, 381) | ||
| Net cash flows generated from (used in) financing activities | 1,174,088 | (610, 072) | |
| Net (decrease) increase in cash and cash equivalents | (394,750) | 103,800 | |
| Cash and cash equivalents at beginning of year | 1,195,412 | 1,091,612 | |
| Cash and cash equivalents at end of year | 800,662 | 1,195,412 |
(English Translation of Financial Statements Originally Issued in Chinese) CHINA METAL PRODUCTS CO., LTD.
Notes to the Financial Statements
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars, unless otherwise specified)
(1) Company history
CHINA METAL PRODUCTS CO., LTD. (the "Company") was established on September 9, 1972, via Ministry of Economic Affairs' authorization. The registered office is located at 4F, No. 85, Section 4, Ren'ai Road, Da'an District, Taipei. The major business activities of the Company are iron hardware manufacturing and casting, residents and commercial buildings' developing, leasing and selling, acquisition of the financial claims of financial institutions, and department store retailing.
(2) Approval date and procedures of the financial statements:
The financial statements were authorized for issue by the Board of Directors on March 30, 2020.
(3) New standards, amendments and interpretations adopted
The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial $(a)$ Supervisory Commission, R.O.C. ("FSC") which have already been adopted.
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2019.
| New, Revised or Amended Standards and Interpretations | Effective date per IASB |
|---|---|
| IFRS 16 "Leases" | January 1, 2019 |
| IFRIC 23 "Uncertainty over Income Tax Treatments" | January 1, 2019 |
| Amendments to IFRS 9 "Prepayment features with negative compensation" | January 1, 2019 |
| Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement" | January 1, 2019 |
| Amendments to IAS 28 "Long-term interests in associates and joint ventures" | January 1, 2019 |
| Annual Improvements to IFRS Standards 2015-2017 Cycle | January 1, 2019 |
Except for the following items, the Company believes that the adoption of the above IFRSs would not have any material impact on its financial statements. The extent and impact of signification changes are as follows:
IFRS 16"Leases" $(i)$
IFRS 16 replaces the existing leases guidance, including IAS 17 "Leases," IFRIC 4 "Determining whether an Arrangement contains a Lease, "SIC-15" Operating Leases -Incentives" and SIC-27 "Evaluating the Substance of Transactions Involving the Legal Form of a Lease."
The Company applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below:
$1)$ Definition of a lease
Previously, the Company determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Company assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note $4(n)$ .
On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Company applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.
$2)$ As a lessee
As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under IFRS 16, the Company recognizes right-of-use assets and lease liabilities for most leases $-$ i.e. these leases are on-balance sheet.
The Company decided to apply recognition exemptions to short-term leases of office, office facilities, dormitory and company cars.
Leases classified as operating leases under IAS 17
At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Company's incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at either:
- their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee's incremental borrowing rate at the date of initial application $-$ the Company applied this approach to its largest property leases; or
- an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments $-$ the Company applied this approach to all other lease.
In addition, the Company used the following practical expedients when applying IFRS 16 to leases.
Applied a single discount rate to a portfolio of leases with similar characteristics.
- Adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review.
- Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term.
- Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.
- Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.
- Leases previously classified as finance leases
For leases that were classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at January 1, 2019 are determined at the carrying amount of the lease asset and lease liability under IAS 17 immediately before that date.
As a lessor 3)
The Company is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor, except for a sub-lease. The Company accounted for its leases in accordance with IFRS 16 from the date of initial application.
Under IFRS 16, the Company is required to assess the classification of a sub-lease by reference to the right-of-use asset, not the underlying asset. On transition, the Company reassessed the classification of a sub-lease contract previously classified as an operating lease under IAS 17. The Company concluded that the sub-lease is a finance lease under IFRS 16.
$4)$ Impacts on financial statements
On transition to IFRS 16, the Company recognized the right-of-use assets, other noncurrent assets, other payables, and the lease liabilities to increase by \$2,316,517 thousand, decrease by \$113,250 thousand, decrease by \$57,670 thousand, and increase by \$2,318,176 thousand, respectively, as well as the retained earnings to decrease by \$57,239 thousand, on January 1, 2019. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 1.32%.
The explanation of differences between operating lease commitments disclosed at the end of the annual reporting period immediately preceding the date of initial application, and lease liabilities recognized in the statement of financial position at the date of initial application disclosed as follows:
| January 1, 2019 | |
|---|---|
| Operating lease commitment at December 31, 2018 as disclosed in the Company's financial statements |
\$ 2,905,820 |
| Recognition exemption for: | |
| Short-term and low-value assets leases | (286, 176) |
| 2,619,644 | |
| Discounted using the incremental borrowing rate at January 1, 2019 | 2,318,176 |
| Finance lease liabilities recognized as at December 31, 2018 | |
| Lease liabilities recognized at January 1, 2019 | 2,318,176 |
$(b)$ The impact of IFRS endorsed by FSC but not yet effective
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 3 "Definition of a Business" | January 1, 2020 |
| Amendments to IFRS 9, IAS39 and IFRS7 "Interest Rate Benchmark Reform" | January 1, 2020 |
| Amendments to IAS 1 and IAS 8 "Definition of Material" | January 1, 2020 |
The Company assesses that the adoption of the abovementioned standards would not have any material impact on its financial statements.
The impact of IFRS issued by IASB but not yet endorsed by the FSC $(c)$
As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| New, Revised or Amended Standards and Interpretations | Effective date per IASB |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture" |
Effective date to be determined by IASB |
| IFRS 17 "Insurance Contracts" | January 1, 2021 |
| Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" | January 1, 2022 |
The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
$(4)$ Summary of significant accounting policies
The financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language financial statements, the Chinese version shall prevail.
The significant accounting policies presented in the financial statements are summarized as follows. The accounting policies have been applied consistently to all periods presented in these financial statements, unless otherwise specified in Note 3.
Statement of compliance $(a)$
The financial statements have been prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- Basis of preparation $(b)$
- Basis of measurement $(i)$
The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position:
- $1)$ Financial assets at fair value through other comprehensive income are measured at fair value:
- $2)$ The defined benefit liabilities (assets) are recognized as the fair value of the plan assets less the present value of the defined obligation, which is limited as explained in Note $4(t)$ .
- Functional and presentation currency $(ii)$
The functional currency of the Company is determined based on the primary economic environment in which the entity operates. The Company's financial statements are presented in New Taiwan dollar, which is the Company's functional currency. All financial information presented in New Taiwan dollar has been rounded to the nearest thousand.
- Foreign currencies $(c)$
- $(i)$ Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period (hereinafter referred to as the reporting date) are retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the translation.
Exchange differences are generally recognized in profit or loss, except for the following differences which are recognized in other comprehensive income arising on the retranslation:
- An investment in equity securities designated as at fair value through other comprehensive income.
- (ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to New Taiwan dollar at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the New Taiwan dollar at average rate. Exchange differences are recognized in other comprehensive income and presented in the foreign currency translation differences in equity.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planed nor likely to occur in the foreseeable future, exchange differences arising from such monetary items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income.
$(d)$ Classification of current and non-current assets and liabilities
An asset is classified as current under following criteria, and all other assets are classified as noncurrent. The entity shall classify an asset as current when:
- $(i)$ It is expected to be realized the asset, or intended to be sold or consumed, during the normal operating cycle;
- It is held primarily for the purpose of trading ; $(ii)$
- (iii) It is expected to be realized within twelve months after the reporting period ; or
- (iv) The asset is cash and cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under following criteria, and all other liabilities are classified as non-current. The entity shall classify a liability as current when:
It is expected to be settled within the Company's normal operating cycle ; $(i)$
- (ii) It is held primarily for the purpose of trading ;
- (iii) The liability is due to be settled within twelve months after the reporting period; or
- (iv) The Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
- $(e)$ Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits meet aforementioned definitions that are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes, and that are subject to an insignificant risk of changes in their fair value are recognized as cash and cash equivalents.
$(f)$ Financial instruments
Account receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an account receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An account receivable without a significant financing component is initially measured at the transaction price.
$(i)$ Financial assets
Financial assets which are trade as regular purchases or sales are recognized and derecognized on a trade date basis.
On initial recognition, financial assets are classified as measured at: amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL).
The Company shall reclassify all affected financial assets only when it changes its business model for managing its financial assets.
$1)$ Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the initial recognition amount deduct the cumulative amortization using the effective interest method and adjusted for any loss allowance. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Fair value through other comprehensive income (FVOCI) $2)$
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income derived from equity investments is recognized on the date that the Company's right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.
Fair value through profit or loss (FVTPL) $3)$
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Impairment of financial assets $4)$
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized costs, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets) and debt investments measured at FVOCI.
The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
Bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for accounts receivable and contract assets are always measured at an amount equal to lifetime ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company's historical experience and informed credit assessment as well as forwardlooking information.
The time deposits held by the Company was determined as low credit risk since the trading and performing parties are the financial institutions above the investment grade.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls, i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive. ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
• Significant financial difficulty of the borrower or issuer;
- A breach of contract such as a default:
- The lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider:
- It is probable that the borrower will enter bankruptcy or other financial reorganization; or
- The disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of assets.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.
$5)$ Derecognition of financial assets
Financial assets are derecognized when the contractual rights to the cash flows from the assets expire, or when the Company transfers substantially all the risks and rewards of ownership, or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial assets.
When the Company enters into transactions whereby it transfers assets but retains either all or substantially all of the risks and rewards of the assets, the transferred assets are not derecognized from statement of balance sheet.
- Financial liabilities and equity instruments $(ii)$
- Classification of debt or equity instruments $1)$
Debt or equity instruments issued by the Company are classified as financial liabilities or equity instruments in accordance with the substance of the contractual agreement.
Equity instrument $2)$
Equity instruments refer to surplus equities of the assets after the deduction of all the debts for any contracts. Equity instruments issued is recognized as the amount of consideration received less the direct cost of issuing.
$3)$ Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified under FVTPL if it is recognized as held-for-trading, derivative or designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
Derecognition of financial liabilities $4)$
A financial liability is derecognized when its contractual obligation has been discharged or cancelled or expires. When the terms of a financial liability are modified and the cash flows of the modified liability are substantially different, the Company derecognizes the original financial liability and recognized a new financial liability at fair value based on the modified terms.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Offsetting of financial assets and liabilities $5)$
Financial assets and liabilities are presented on a net basis only when the Company has the legally enforceable rights to offset, and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
Financial guarantee contract $6)$
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder of a loss it incurs because a specified debtor fails to pay on due date in accordance with the original or modified terms of a debt instrument.
At initial recognition, a financial guarantee contracts not designated as financial liabilities at fair value through profit or loss by the Company is recognized at fair value, plus, any directly attributable transaction cost. Subsequent to initial recognition, they are measured at the higher of (a) the amount of the loss allowance determined in accordance with IFRS 9; and (b) the amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out below.
Inventories $(g)$
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. The weighted-average costing method is adopted for inventory costing and the difference between standard cost and actual cost is allocated proportionately to finished goods and work in progress.
Net realizable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses at the end of the period.
- Non-current assets held for sale and discontinued operations $(h)$
- $(i)$ Non-current assets held for sale
Non-current assets or disposal groups comprising assets and liabilities that are highly probable to be recovered primarily through sale rather than through continuing use, are reclassified as held for sale. Being classified as held for sale, the assets should be available for immediate sale and highly probable within 12 months. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Company's accounting policies. Thereafter, generally, the assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell.
Any impairment loss on a disposal group is first allocated to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to assets not within the scope of IAS $36$ – Impairment of Assets. Such assets will continue to be measured in accordance with the Company's accounting policies.
Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of the cumulative impairment loss that has been recognized.
Once classified as held for sale are intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.
Discontinued operations $(ii)$
A discontinued operation is a component of the Company's business that either has been disposed, or is classifies as held for sale, and
- $\left| \right|$ represents a separate major line of business or geographic area of operations;
- $2)$ is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
- $3)$ is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale.
Investment in associates $(i)$
Associates are those entities in which the Company has significant influence, but not control or join control over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill which is arising from the acquisition less any accumulated impairment losses.
The financial statements include the Company's share of the profit or loss and other comprehensive income of equity accounted investees, after adjustments to align the accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual controlling power.
Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company's interests in the associate.
When the Company's share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
Subsidiaries $(i)$
The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the non-consolidated financial statements. Under equity method, the net income, other comprehensive income and equity in the non-consolidated financial statement are the same as those attributable to the owners of parent in the consolidated financial statements.
The changes in ownership of the subsidiaries are recognized as equity transaction.
$(k)$ Joint Arrangements
Joint arrangement is the arrangement of two or multiple parties with joint controls over a delegated entity. Joint arrangement includes joint operation and joint venture, its traits are as follows:
- The participants are bound by a contractual arrangement; and $(i)$
- The contractual arrangement gives two or more of the parties joint control of the arrangement. (ii)
IFRS 11"Joint Arrangements" defines joint control as the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (activities that significantly affect the return of the arrangement) require the unanimous consent of the parties sharing control.
A joint venture is a joint arrangement whereby the Company has joint control of the arrangement (i.e. joint venturers) in which the Company has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. The Company recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 "Investments in Associates and Joint Ventures", unless the Company qualifies for exemption from that Standard. Please refer to Note 4(i) for the application of the equity method.
When assessing the classification of a joint arrangement, the Company considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.
$(1)$ Investment property
Investment property is the property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
- (m) Property, plant and equipment
- Recognition and measurement $(i)$
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
(iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straightline basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:
- Buildings $1)$ $3 - 60$ years
- $2)$ Machinery $3 - 20$ years
- $3)$ Transportation equipment $5 - 8$ years
- $4)$ Office and other equipment $2 \sim 25$ years
Depreciation methods, useful lives, and residual values are reviewed at least at each reporting date and adjusted if appropriate.
(iv) Reclassification to investment property
When changing the usage purpose of self-use properties, the self-use properties shall be reclassified to investment properties.
$(n)$ Leases
Policy applicable from January 1, 2019
$(i)$ Identifying a lease
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
- the contract involves the use of an identified asset this may be specified explicitly or $1)$ implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
- the customer has the right to obtain substantially all of the economic benefits from use of $2)$ the asset throughout the period of use; and
- $3)$ the customer has the right to direct the use of the asset throughout the period of use only if either:
- the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
- the relevant decisions about how and for what purpose the asset is used are predetermined and:
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
• the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and nonlease components as a single lease component.
$(i)$ As a leasee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments; $1)$
- variable lease payments that depend on an index or a rate, initially measured using the $(2)$ index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and 3)
- payments for purchase or termination options that are reasonably certain to be exercised. $4)$
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
- there is a change in future lease payments arising from the change in an index or rate; or $1)$
- there is a change in the Company's estimate of the amount expected to be payable under $2)$ a residual value guarantee; or
-
there is a change of its assessment on whether it will exercise an option to purchase the $3)$ underlying asset, or
-
$4)$ there is a change of its assessment of lease period on whether it will exercise a extension or termination option; or
- there is any lease modifications 5)
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the balance sheet.
If an arrangement contains lease and non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Company has elected not to recognize right-of-use assets and lease liabilities for shortterm leases that have a lease term of 12 months or less and leases of low-value assets, including partial offices, office facilities, dormitory and company cars. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(iii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as rental revenue.
Policy applicable before January 1, 2019
Lessor $(i)$
Leased asset under finance lease is recognized on a net basis as lease receivable. Initial direct costs incurred in negotiating and arranging an operating lease is added to the net investment of the leased asset. Finance income is allocated to each period during the lease term in order to produce a constant periodic rate of interest on the remaining balance of the receivable.
Lease income from operating lease is recognized in profit or loss on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease is added to the carrying amount of the leased asset and recognized as an expense over the lease term on the same basis as the lease income. Incentives granted to the lessee to enter into the operating lease are spread over the lease term on a straight-line basis so that the lease income received is reduced accordingly.
Contingent rents are recognized as income in the period when the lease adjustments are confirmed.
(ii) Lessee
Leases in which the Company assumes substantially all of the risks and rewards of ownership are classified as finance leases. On initial recognition, the lease asset is measured at an amount equal to the lower of its fair value and the present of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to the asset.
Minimum lease payments made under finance leases are apportioned between the finance cost and the reduction of the outstanding liability. The finance cost is allocated to each period during the lease term in order to produce a constant periodic rate of interest on the remaining balance of the liability.
Other leases are accounted for operating leases and the lease assets are not recognized in the Company's consolidated balance sheets.
Payments made under operating lease (excluding insurance and maintenance expenses) are recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.
Contingent rent is recognized as expense in the periods in which they are incurred.
Recognition of income arising from a sale and leaseback transaction depends upon the type of lease involved. If a sale and leaseback transaction results in a finance lease, any excess of sales proceeds over the carrying amount is deferred and amortized over the lease term. If a sale and leaseback transaction results in an operating lease, and it is clear that the transaction is established at fair value, any profit or loss is recognized immediately. If the sales price is below fair value, any profit or loss shall be recognized immediately except that if the loss is compensated for by future lease payments at below-market price, it is deferred and amortized in proportion to the lease payments over the period for which the asset is expected to be used. If the sales price is above fair value, the excess over fair value is deferred and amortized over the period for which the asset is expected to be used.
For operating leases, if the fair value at the time of a sale and leaseback transaction is less than the carrying amount of the asset, a loss equal to the amount of the difference between the carrying amount and the fair value shall be recognized immediately.
At inception of an arrangement, the Company determines whether such an arrangement is or contains a lease, which involves the following two criteria:
- $\left| \right|$ The fulfillment of the arrangement is dependent on the use of a specific asset or assets : and
- The arrangement contains a right to use the asset. $2)$
At inception or on reassessment of the arrangement, if an arrangement contains a lease, that lease is classified as a finance lease or an operating lease.
The Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payment reliably, then an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognized using the Company's incremental borrowing rate. If the Company concludes for an operating lease that it is impracticable to separate the payment reliably, then treat all payments under the arrangement as lease payments, and disclose the situation accordingly.
- Intangible assets $\circ$
- Recognition and measurement $(i)$
Intangible assets that are acquired by the Company are measured at cost less accumulated amortization and any accumulated impairment losses.
Subsequent expenditure $(ii)$
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
$1)$ Computer software $3 - 10$ years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Impairment of non-financial assets $(p)$
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, 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 or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
$\left( q\right)$ Provisions
A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and an outflow of economic benefits is possibly required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
$(r)$ Revenue
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company's main types of revenue are explained below.
$1)$ Sale of goods
The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
The Company grants its main customers the right to return the product within certain period. Therefore, the Company reduces its revenue by the amount of expected returns and discounts, and recognizes a refund liability and a right to the returned goods. Accumulated experience is used to estimate such returns and discounts at the time of sale. Also, it is highly probable that a significant reversal in the cumulative revenue recognized will not occur. At each reporting date, the Company reassesses the estimated amount of expected returns and discounts.
$2)$ Customer loyalty program
The Company operates a customer loyalty program to its retail customers. Retail customers obtain points for purchases made, which entitle them to discount on future purchases. The Company considers that the points provide a material right to customers that they would not receive without entering into a contract. Therefore, the promise to provide points to the customer is a separate performance obligation. The transaction price is allocated to the product and the points on a relative stand-alone selling price basis. Management estimates the stand-alone selling price per point on the basis of the discount granted when the points are redeemed and on the basis of the likelihood of redemption, based on past experience. The stand-alone selling price of the product sold is estimated on the basis of the retail price. The Company has recognized contract liability at the time of sale on the basis of the principle mentioned above. Revenue from the award points is recognized when the points are redeemed or when they expire.
$3)$ Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. For those contracts which are over one year, the effects of the transaction prices for the time value of money are not significant after the assessment.
$(s)$ Contract costs
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 "Inventories", IAS 16 " Property, Plant and Equipment" or IAS 38 "Intangible Assets"), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
- $(i)$ the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;
- $(ii)$ the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
- (iii) the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
- Employee benefits $(t)$
- Defined contribution plans $(i)$
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
$(ii)$ Defined benefit plans
The Company's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Income taxes $(u)$
Income taxes comprise both current taxes and deferred taxes. Except for expenses that are related to business combinations, expenses recognized in equity or other comprehensive income directly, and other related expenses, all current and deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
- temporary differences on the initial recognition of assets and liabilities in a transaction that is $(i)$ not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction:
- temporary differences related to investments in subsidiaries, associates and joint arrangements $(ii)$ to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
- (iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
- the Company has a legally enforceable right to set off current ax assets against current tax $(i)$ liabilities: and
- the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same $(ii)$ taxation authority on either:
- $1)$ the same taxable entity; or
- $2)$ different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. 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 benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
Earnings per share $(v)$
The Company discloses the basic and diluted earnings per share attributable to ordinary equity holders of the Company. The calculation of basic earnings per share is based on the profit attributable to the ordinary shareholder of the Company divided by weighted average number of ordinary shares outstanding. The calculation of diluted earnings per share is based on the profit attributable to ordinary shareholders of the Company, divided by weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.
(w) Operating segments
The related information on the operating segments is disclosed in the consolidated financial statements.
Significant accounting assumptions and judgments, and major sources of estimation uncertainty: $(5)$
The preparation of the financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is as follows:
Judgment regarding acting as a principal or as an agent on commission $(a)$
In respect of commissions, the Company concludes that the following indicators provide further evidence that it does not control the specified goods before they are transferred to the customer, and therefore it acts as an agent.
- The Company does not obtained the ownership of the goods and not obligated to the sale of the goods.
- -The revenue is received by the Company, but the credit risk of the goods is undertaken by the supplier.
- The Company cannot vary the selling prices set by the supplier.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is as follows:
$(a)$ The loss allowance of accounts receivable
The Company has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The information on impairment loss, please refer to Note 6(c).
(b) Inventory valuation
As inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Refer to Note 6(d) for further description of the valuation of inventories.
Impairment of goodwill $(c)$
The assessment of impairment of goodwill is based on the estimated growth rate, gross profit margin and the income under cash basis, which requires the Company's management to determine the valuation method, major assumption and to calculate the equity value. In addition, impairment of goodwill depends on the Company to make subjective judgments which involved highly estimation uncertainty. Please refer to the consolidated financial statements for the years ended December 31, 2019 and 2018 for the impairment of goodwill.
$(d)$ Recognition and measurement of provisions and contingent liabilities
Provision for unsettled litigation and claims is recognized when it is probable that it will result in an outflow of the Company's resources and the amount can be reasonably estimated. Since the ultimate resolution of litigation and claims cannot be predicted with certainty, the final outcome or the actual cash outflow may be materially different from the estimated liability. Please refer to the consolidated financial statements for the years ended December 31, 2019 and 2018 for further description of provisions and contingent liabilities.
Measurement of defined benefit obligations $(e)$
Accrued pension liabilities (assets) and resulting pension expenses under defined benefit pension plans are calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate of employee turnover, future salary increase rate, etc. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability. Refer to Note $6(q)$ for further description of the actuarial assumptions and sensitivity analysis.
The Company's accounting policies and disclosures included financial and non-financial assets and liabilities measured at fair value. If there is market observable inputs, it will be considered as fair value.
The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:
- Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the assets or liability that are not based on observable market data.
For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to notes listed as below for assumptions used in measuring fair value.
- Note $6(y)$ , Financial instruments $(i)$
- (6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Cash on hand | 1.400 | 1,400 |
| Cash in banks | 502,670 | 229,404 |
| Time deposits | 296,592 | 964,608 |
| Cash and cash equivalents | 800,662 | 1,195,412 |
For the sensitivity analysis of financial assets, please refer to Note $6(y)$ .
(b) Non-current financial assets at fair value through other comprehensive income
| December 31, 2019 December 31, 2018 | ||
|---|---|---|
| Equity investments at fair value through other comprehensive income |
||
| Stocks unlisted on domestic markets—MEITA Industrial Co., Ltd. |
S 135,300 |
128,063 |
| Stocks unlisted on domestic markets—YUHUA Venture Capital Co., Ltd. |
830 | 1.473 |
| Stocks unlisted on domestic markets—FUHUA Venture Capital Co., Ltd. |
1,920 | 2,868 |
| Stocks unlisted on domestic markets—GUANGYUAN Investment Co., Ltd. |
44,080 | 40,308 |
| Stocks unlisted on domestic markets—DEVELOPMENT Venture Capital Co., Ltd. |
33.935 | 35,106 |
| Total | 216,065 | 207,818 |
$(i)$ The Company intends to hold the equity investments for long-term strategic purposes, rather than transaction purposes. Therefore, the investments are measured at FVOCI.
$(ii)$ The Company did not dispose the strategic investments during the year of 2019 and 2018. Therefore, the accumulated income and loss was not transferred in equity.
(iii) Please refer to Note $6(y)$ for the information on credit risk (including the impairment of debt instrument investments) and market risk.
(iv) As of December 31, 2019 and 2018, the financial assets were not pledged as collateral.
Notes and accounts receivable $(c)$
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| Notes receivable from operating activities | S | 34,079 | 38,736 |
| Accounts receivable-measured as amortized cost | 164,970 | 252,979 | |
| Subtotal | 199,049 | 291,715 | |
| Less: Loss allowance | (6,505) | (4,022) | |
| Total | 192,544 | 287,693 |
34
The Company applies the simplified approach to provide for the loss allowance used for expected credit losses, which permit the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and the days past due, as well as forward-looking information, including the information on macroeconomic and the relative industries information. The loss allowance provision is determined as follows:
| December 31, 2019 | |||
|---|---|---|---|
| Gross Carrying Amount |
Weighted Average Loss Rate |
Loss Allowance Provision |
|
| Current | \$ 174,702 |
0% | |
| 1 to 30 days past due | 654 | $0\%$ | |
| 31 to 90 days past due | 6,742 | $0\%$ | |
| 91 to 120 days past due | 1,530 | 6.82% | 105 |
| 121 days to a year past due | 10,886 | 17.13% | 1,865 |
| Over a year past due | 4,535 | 100% | 4,535 |
| \$ 199,049 |
6,505 |
| December 31, 2018 | |||
|---|---|---|---|
| Gross Carrying Amount |
Weighted Average Loss Rate |
Loss Allowance Provision |
|
| Current | \$ 263,927 |
$0\%$ | |
| 1 to 30 days past due | 5,903 | $0\%$ | |
| 31 to 90 days past due | 15,212 | $0\%$ | |
| 91 to 120 days past due | 1,101 | $0\%$ | |
| 121 days to a year past due | 3,305 | $0\%$ | 1,755 |
| Over a year past due | 2,267 | 100% | 2,267 |
| \$ 291,715 |
4,022 | ||
The movements in the allowance for notes and accounts receivable is as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Balance on January 1 | 4,022 | 2,152 |
| Impairment losses recognized | 2,573 | 1,870 |
| Amounts written off | (90) | |
| Balance on December 31 | 6,505 | 4.022 |
The financial assets mentioned above were not pledged as collateral.
(d) Inventories
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Raw materials | \$ 2,796 |
6,782 |
| Materials | 4,668 | 5,765 |
| Work in process | 68,557 | 34,131 |
| Semi-finished goods | 53,254 | 25,901 |
| Finished goods | 48,868 | 28,763 |
| Merchandise | 4,237 | 7,936 |
| 182,380 S |
109,278 |
For the years ended December 31, 2019 and 2018, the cost of goods sold and expenses were amounted to \$667,419 thousand and \$852,237 thousand, respectively. For the years ended December 31, 2019 and 2018, the reversal gain from the sale of the beginning inventories were amounted to \$3,741 thousand and \$7,671 thousand, respectively.
The inventories were not pledged as collateral, as of December 31, 2019 and 2018.
Non-current assets held for sale $(e)$
For the efficient usage and operation of assets, the Company resolved to sale the land, factory, and equipment of the steel product segment in the 4th quarter of 2017.
In the $1st$ quarter of 2018, the Company sold all of the land and factory and most of the equipment in the steel product segment. The disposal gain \$375,757 thousand arose from measuring at the selling price less costs to sell and the book value shall be presented in the line item of profit from discontinued operations in the statement of comprehensive income. For the information on disposal gain or loss, please refer to Note12(d). There were no non current assets held-for-sale as of December 31, 2019 and 2018.
$(f)$ Investments accounted for using equity method
The components of investments accounted for using the equity method at the reporting date is as follows:
| December 31, 2019 |
|||
|---|---|---|---|
| Subsidiaries | \$ | 13,236,263 | 13,672,450 |
| Associates | (21,760) | (21,760) | |
| Joint ventures | 375,683 | 400,117 | |
| S | 13,590,186 | 14,050,807 |
$(i)$ Subsidiaries
Please refer to the consolidated financial statement for the year ended December 31, 2019.
Sunflower Investment Co., Ltd., the subsidiary of the Company, had sought administrative remedies for the administrative penalties arose from enterprise income tax, value-added tax, and undistributed earning tax of the Daguangsan non-performing receivable case, the total amount of tax and penalties amounted to \$564,452 thousand. As of the reporting date, the Company has paid \$46,174 thousand and estimated the regarding litigation provision at \$236,052 thousand. The administrative litigation was filed against Taipei High Administrative Court on December 24, 2013. In accordance with the Administrative Regulation Section 1 and 2, Taipei High Administrative Court suspended the proceeding of the lawsuit on July 25, 2016. Considering the risk of losing the lawsuit in the future, the Company assessed the aforementioned possible losses based on the conservative principle and estimated the contingent liabilities.
(ii) Associates
The Company's financial information for investments accounted for using the equity method that were individually insignificant is as follows:
| December 31, 2019 |
December 31, 2018 |
|||
|---|---|---|---|---|
| Carry amount of individually insignificant associates' equity |
(21,760) | (21,760) | ||
| For the Years Ended December 31 | ||||
| 2019 | 2018 | |||
| Attributable to the Company: | ||||
| Net loss from continuing operations | \$ | - | ||
| Other comprehensive income | ||||
| Total |
Due to the fact that the Company does not have the obligation of assuming the excess losses, it ceased the recognition of the losses from the investment of Amida Trustlink Assets Management Co., Ltd. For the years ended December 31, 2019 and 2018, the unrealized investment losses were amounted to \$232 thousand and \$221 thousand, respectively; and the accumulated unrealized investment losses amounted to \$34,421 thousand.
(iii) Joint ventures
The Company's financial information for joint ventures accounted for using the equity method that are individually insignificant is as follows:
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Carry amount of individually insignificant joint | 375,683 | 400.117 |
| ventures' equity |
| For the Years Ended December 31 | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Attributable to the Company: | ||||
| Net loss from continuing operations | (26, 643) | (23,998) | ||
| Other comprehensive income | ||||
| Comprehensive income | (26, 643) | (23.998) |
(iv) Pledge to secure
For the information on the investments accounted for using equity, as of December 31, 2019 and 2018, please refer to Note 8.
- $(g)$ Changes in a parent's ownership interest in a subsidiary
- $(i)$ Acquisition of subsidiary
During the year of 2018, the Company invested PUJEN Land Development in cash by the amount of \$17,444 thousand, through the subsidiary of Sunflower Investment, which increased the equity investment from 71.47% to 71.72%.
During the years of 2019 and 2018, the Company invested Atrans Precision in cash by the of amounts of \$958 thousand and \$76,878 thousand, respectively, which increased the equity investment from 83.58% to 83.74% and from 70.47% to 83.58%, respectively.
The information on the influence of subsidiaries' equities variation to the Company's equity are as follows:
| For the Years Ended December 31 | |||||
|---|---|---|---|---|---|
| 2019 | 2018 | ||||
| Atrans Precision |
PUJEN Land Development |
Atrans Precision |
|||
| Book value of acquisition of non-controlling interests |
913 | 17,833 | 76,915 | ||
| Cash paid to non-controlling interests | (958) | (17.444) | (76, 878) | ||
| Capital surplus | (45) | 389 | 37 |
The capital surplus resulting form changes in ownership is not sufficient as of December 31, 2019 and 2018, the remaining difference was a debited to retained earnings.
$(ii)$ Loss control of subsidiaries
The Company lost the actual control of Acore Material, but still have significant influence, due to the re-election of the members of the Board of Directors on April 30, 2018. The Company derecognized the consolidation of the subsidiary on the day of losing control and measured the residual investment at fair value.
$(h)$ Property, plant and equipment
The cost and accumulated depreciation of the property, plant and equipment of the Company for the years ended December 31, 2019 and 2018 are as follows:
| Cost: | Land | Buildings | Machinery | Office Equipment |
Transportation Equipment |
Other Equipment |
Prepayments for Equipment and Construction in Progress |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| \$ | 113,667 | 263,803 | 766,965 | 22,489 | 8,723 | 92,044 | 38,980 | 1,306,671 | |
| Balance on January 1, 2019 Additions |
|||||||||
| 3,212 | 1,819 | 1,428 | 9,535 | 35,298 | 51,292 | ||||
| Disposals | (913) | (2,055) | (800) | (3,768) | |||||
| Reclassification | 6,184 | 19,550 | 180 | 5,224 | (33, 441) | (2, 303) | |||
| Balance at December 31, 2019 | 113,667 | 272,286 | 786,279 | 24,097 | 7,923 | 106,803 | 40,837 | 1,351,892 | |
| Balance at January 1, 2018 | s | 113,667 | 256,168 | 775,328 | 41,479 | 10,663 | 74,711 | 23,012 | 1,295,028 |
| Additions | 5,048 | 6,959 | 3,578 | 26,535 | 48,993 | 91,113 | |||
| Disposals | (1, 362) | (13, 866) | (22, 029) | (1,000) | (8, 882) | (47, 139) | |||
| Reclassification | 3,949 | (1, 456) | (539) | (940) | (320) | (33, 025) | (32, 331) | ||
| Balance on December 31, 2018 | 113,667 | 263,803 | 766,965 | 22,489 | 8,723 | 92,044 | 38,980 | 1,306,671 | |
| Accumulated depreciation and impairment losses: |
|||||||||
| Balance on January 1, 2019 | \$ | 91,315 | 344,870 | 13.587 | 7,533 | 34,849 | 492,154 | ||
| Depreciation | 10,732 | 47,815 | 3,196 | 770 | 14,752 | 77,265 | |||
| Disposals | (753) | (2,047) | (800) | (3,600) | |||||
| Reclassification | 3 | 3 | |||||||
| Balance on December 31, 2019 | 101,294 | 390,638 | 16,783 | 7,503 | 49,604 | 565,822 | |||
| Balance on January 1, 2018 | S | 82,834 | 334,144 | 32,451 | 8,198 | 31,724 | 489,351 | ||
| Depreciation | 9,777 | 46,053 | 3,612 | 1,212 | 12,217 | 72,871 | |||
| Disposals | (1, 296) | (11, 891) | (22, 029) | (1,000) | (8, 882) | (45,098) | |||
| Reclassification | (23, 436) | (447) | (877) | (210) | (24, 970) | ||||
| Balance on December 31, 2018 | 91,315 | 344,870 | 13,587 | 7,533 | 34,849 | 492,154 | |||
| Carrying value: | |||||||||
| Balance on December 31, 2019 | 113,667 | 170,992 | 395,641 | 7,314 | 420 | 57,199 | 40,837 | 786,070 | |
| Balance on January 1, 2018 | 113,667 | 173,334 | 441,184 | 9,028 | 2,465 | 42,987 | 23,012 | 805,677 | |
| Balance on December 31, 2018 | Я | 113,667 | 172,488 | 422,095 | 8,902 | 1,190 | 57,195 | 38,980 | 814,517 |
$(i)$ As of December 31, 2019 and 2018, please refer to Note 8 for the details of plant, property and equipment pledged as collateral for the Company's long-term loan and financing guarantee.
The land held by the Company is located at Xihfeng Township Kengzikou. According to the $(ii)$ laws and regulations, companies cannot be registered as landowner, due to the usage of the land is registered for farming. Therefore, the ownership of the land was passed to individuals and was registered as private personal property. For obtaining the right of land, the group held the land certificate and entered into an agreement with the registered owner, which specified that the Company retain all rights and obligations of the land and pledged the land as collateral for the Company. The information regarding the land mentioned above, which is presented in the line item of other non-current assets is as follows:
| December 31, | December 31, |
|---|---|
| 2019 | 2018 |
Right-of-use assets $(i)$
The Company leases many assets including land, buildings, machinery and transportation equipment. Information about leases for which the Company as a lessee is presented below:
| Cost: | Land | Buildings | Machinery | Transportation Equipment |
Office Equipment |
Other Equipment |
Total |
|---|---|---|---|---|---|---|---|
| Balance on January 1, 2019 | \$ | ||||||
| After application of IFRS 16 adjustments | 666,672 | 2,401,333 | 4,986 | 14,068 | 1,210 | 122,607 | 3,210,876 |
| Additions | 922 | $\ddot{\phantom{0}}$ | 2,272 | 3,194 | |||
| Balance on December 31, 2019 | 666,672 | 2,402,255 | 4,986 | 16,340 | 1,210 | 122,607 | 3,214,070 |
| Accumulated depreciation and impairment losses: |
|||||||
| Balance at January 1, 2019 | \$ | ||||||
| After application of IFRS 16 adjustments | 37,500 | 842,816 | 831 | 5,323 | 413 | 7,476 | 894,359 |
| Depreciation | 16,667 | 162,949 | 997 | 4,887 | 259 | 3,522 | 189,281 |
| Balance on December 31, 2019 | 54,167 | 1,005,765 | 1,828 | 10,210 | 672 | 10,998 | 1,083,640 |
| Carrying value: | |||||||
| Balance on December 31, 2019 | 612,505 | 1,396,490 | 3,158 | 6,130 | 538 | 111,609 | 2,130,430 |
The Company leases offices, buildings, development land, equipment and company cars under the finance lease for the year ended December 31, 2018, please refer to note $6(p)$ .
$(i)$ Investment property
| Land | |
|---|---|
| Cost or deemed cost: | |
| Balance on January 1, 2019 | \$ 146,878 |
| Additions | 2,304,149 |
| Balance on December 31, 2019 | 2,451,027 S. |
| Balance on January 1, 2018 | 146,878 |
| Balance on December 31, 2018 | 146,878 |
| Carrying amounts: | |
| Balance on December 31, 2019 | 2,451,027 |
| Balance at December 31, 2018 | 146,878 |
| Fair value: | |
| Balance on December 31, 2019 | \$2,451,027 |
| Balance on December 31, 2018 | 136,580 |
The fair value of investment properties is based on recent transaction price of similar location and areas on the website of Department of Land Administration M.O.I. and the website of real estate trading. Under the valuation techniques for financial instruments measured at fair value, the inputs are categorized at level 3.
To optimize the use of assets of the Company by expanding its land for future development, the Company resolved to acquire 21 pieces of land located in Houlongzi Section, West District, Taichung City. The total price of \$2,294,620 thousand had been fully paid-up as of December 31. 2019.
As of December 31, 2019 and 2018, the details of investment properties pledged as collateral, please refer to Note 8.
Other non-current financial assets $(k)$
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| Refundable deposit | S | 102,174 | 103,031 |
| Debt obligation receivable - The Splendor Hospitality International Co., Ltd. |
575,000 | 575,000 | |
| Debt obligation receivable - Chin Ling Steel Co., Ltd. $-$ non-guarantee |
23,250 | 23,250 | |
| Less: Accumulated impairment-Debt obligation receivable- Chin Ling Steel Co., Ltd. |
(23,250) | (23,250) | |
| 677,174 | 678,031 |
$(i)$ In June, 2006, the Company and Prince Housing and Development Co., Ltd. (Prince Housing and Development) entered into assignment of debt agreement with Amida Trustlink Assets which the Company and Prince Housing and Development each owned half of the obligation. The Company and Prince Housing and Development each injected 50% and obtained the major mortgages, collaterals and the appurtenant rights of Taichung Port Splendor Hospitality International Co., Ltd (Taichung Port Splendor). The Group and Prince Housing and Development agreed to pay Amida Trustlink Assets the residual debt in the agreement, the related costs and returns when the real right of the underlying is completed. The Company and Prince Housing and Development each injected 50% and cofounded The Splendor Hospitality International Co., Ltd.. In November 2006, The Splendor Hospitality International and Taichung Port Splendor entered into specific asset transfer agreement and obtained the specific assets of Taichung Port Splendor by assuming its debts. The Company's right of receivables transferred from Taichung Port Splendor to The Splendor Hospitality International. In December 2006, the Company and Prince Housing and Development signed supplementary agreement with Amida Trustlink Assets which increased the selling price of all debt obligations and canceled the payment of the related cost and return. The verdinglichung obligatorischer rechte was assumed by the Company and Prince Housing and Development equally. The details of total debt obligation receivable and obligation cost after deducted the received amount in 2007 are as follows:
| December 31, 2019 | ||||
|---|---|---|---|---|
| Underlying | Obligation Cost |
Obligation Principal |
Valuation Assessment | Collateral |
| The Splendor \$ Hospitality International |
575,000 | 796,845 | According to the assessment of The building of The Zhonglian Real Estate Appraiser Joint Splendor Office, the valuation of mortgage is Hospitality \$7,579,711 thousand. After deducting International (the the 1 st security, which was amounted to $2nd$ security) \$3,960,000 thousand, the residual mortgage attributed to the Group was amounted to \$1,809,856 thousand. |
|
| December 31, 2018 | ||||
| Underlying | Obligation Cost |
Obligation Principal |
Valuation Assessment | Collateral |
| The Splendor Hospitality International |
S. 575,000 |
796,845 | According to the assessment of The building of The Zhonglian Real Estate Appraiser Joint Splendor Office, the valuation of mortgage is Hospitality \$7,153,000 thousand. After deducting International (the the 1 st security, which was amounted to $2nd$ security) \$3,960,000 thousand, the residual mortgage attributed to the Group was amounted to \$1,596,500 thousand. |
- (ii) As of December 31, 2019 and 2018, the costs and principal of debt obligation from Chin Ling Steel were \$23,250 thousand and \$118,561 thousand, respectively.
- $(1)$ Short-term borrowings
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| Unsecured bank borrowings | 400,000 | 350,000 | |
| Notes and bills payable | 99,893 | 299,672 | |
| Total | 499,893 | 649,672 | |
| Unused credit limit | 739,840 | 665,760 | |
| Range of interest rates | $0.92\%$ ~1.18% | $0.91\%$ ~1.15% |
- Please refer to Note 8 for details of the related assets pledged as collateral. $(i)$
- $(ii)$ For the information regarding the Company's credit limits approved by financial institution which was obtained by pledging assets from related parties, please refer to Note 7.
(m) Long-term borrowings
The details and terms of the long-term borrowings are as follows:
| Currency | Range of Interest Rates |
Term | Amount | |
|---|---|---|---|---|
| Unsecured bank borrowings | NTD | $1.18\%$ $-1.37\%$ | 2021 | \$1,999,000 |
| Secured bank borrowings | NTD | $1.00\% \sim 2.00\%$ | $2021 - 2024$ | 4,165,234 |
| Less: Current portion | ||||
| Unamortized long-term borrowings costs | (39` | |||
| Total | \$6,164,195 | |||
| Unused credit limit | 431,361 |
| Range of | ||||
|---|---|---|---|---|
| Currency | Interest Rates | Term | Amount | |
| Unsecured bank borrowings | NTD | $1.24\%$ $-1.28\%$ | 2020 | \$1,649,000 |
| Secured bank borrowings | NTD | $1.00\% \sim 1.30\%$ | $2020 - 2021$ | 1,980,000 |
| Less: Unamortized long-term borrowings costs | (202) | |||
| Total | \$ 3,628,798 | |||
| Unused credit limit | 851,000 |
$(i)$ Borrowing covenants
The Company entered into a borrowing contract in a total credit of \$3.150,000 thousand with financial institutions on April 23, 2019. According to the contract, during the borrowing repayment periods the Company should file annual and semi-annual consolidated financial statements which were audited and reviewed by CPA and must comply with certain financial covenants, such as the current ratio shall be greater than or equal to 100%, the debt ratio shall be less than or equal to 200%, the interest coverage ratio shall be greater than or equal to 5 times, and the tangible net value shall be greater than or equal to \$14,000,000 thousand. The compliance with the aforementioned covenants will be examined semi-annually. As of December 31, 2019, the Company was in compliance with the above borrowing covenants
- $(ii)$ Please refer to Note 8 for details of the related assets pledged as collateral.
- (iii) For the information regarding the Company's credit limits approved by financial institution which was obtained by pledging assets from related parties, please refer to Note 7.
(n) Lease liabilities
The details of the lease liabilities is as follows:
| December 31, 2019 |
|
|---|---|
| Current | 172,175 |
| Non-current | 1,976,814 |
| For the maturing analysis, please refer to Note $6(y)$ . |
The amounts recognized in profit or loss is as follows:
| For the Year Ended December 31, 2019 |
|
|---|---|
| Interest on lease liabilities | 28,237 |
| Expenses relating to leases short-term assets | 12,716 |
The amounts recognized in the statement of cash flows is as follows:
| For the Year Ended |
|
|---|---|
| December 31, 2019 |
|
| Total cash outflow for leases | 213,334 |
$(i)$ Real estate leases
As of December 31, 2019, the Company leases land and buildings for its offices, retail stores and future project development. The leases of offices, typically run for a period of 2 years, retail stores for a period of 15 years, and the land use rights leased for future project development for 40 to 50 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
Some leases provide for additional rent payments that are based on changes in local price indices, or sales that the Company makes at the leased store in the period. Some also require the Company to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.
Some leases of equipment contain extension or cancellation options exercisable by the Company up to one year before the end of the non-cancellable contract period. These leases are negotiated and monitored by local management, and accordingly, contain a wide range of different terms and conditions. The extension options held are exercisable only by the Company and not by the lessors. In which leasee is not reasonably certain to use an optional extended lease term, payments associated with the optional period are not included within lease liabilities.
(ii) Other leases
The Company leases equipment and transportation, with lease terms of 2 to 6 years. In some cases, the Company has options to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.
The Company also leases equipment and machinery, dormitory and company cars with contract terms of one year. These leases are short-term or low-value items which the Company has elected not to recognize right-of-use assets and lease liabilities.
(o) Provisions
| Guarantee Contracts \$ Balance on January 1, 2019 Provision Unwinding of discount Balance on December 31, 2019 |
Financial |
|---|---|
| 55,958 | |
| 2,209 | |
| (13, 411) | |
| 44,756 | |
| \$ Balance on January 1, 2018 |
10,359 |
| Provision | 60,732 |
| Unwinding of discount | (15, 133) |
| Balance on December 31, 2018 | 55,958 |
Financial guarantee contract is the endorsement guarantee of credit limit borrowing from the financial institutions which the Company assisted the joint venture to obtain. According to IFRS 39 "Financial Instruments: Recognition and Measurement", the financial guarantee contracts are measured at fair value.
Operating leases $(p)$
Lessee
The future minimum lease payments of the non-cancellable operating lease is as follows:
| December 31, 2018 |
|
|---|---|
| S | 228,013 |
| 860,587 | |
| 1,817,220 | |
| 2,905,820 | |
The Company leased land and buildings under operating lease. The term of the lease usually is 2 to 40 years. When renew the lease, the rental payments will be adjusted to reflect the market.
For the year ended December 31, 2018, the operating lease expenses amounted to \$226,423 thousand.
Employee benefits $(q)$
$(i)$ Defined benefit plans
The reconciliation of fair value of defined benefit plans and plan assets are as follows:
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Present value of defined benefit obligation | 59.668 | 67.660 |
| Fair value of plan assets | (67,311) | (63, 468) |
| Net defined benefit liabilities | (7.643) | 4.192 |
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pension benefits for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for six months prior to retirement.
$1)$ Composition of plan assets
The Company sets aside pension funds in accordance with the Regulations for Revenues. Expenditures, Safeguard and Utilization of the Labor Retirement Fund and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. Under these regulations, the minimum earnings from these pension funds shall not be less than the earnings from two-year time deposits with the interest rates offered by local banks.
The Company's contributions to the pension funds were deposited with Bank of Taiwan, which amounted to $$67,311$ thousand on the reporting date. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
$2)$ Movements in present value of the defined benefit obligations
The movements in the present value of the defined benefit obligations for the years ended December 31, 2019 and 2018 are as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Defined benefit obligations on January 1 | \$ 67,660 |
77,374 |
| Current service costs and interest | 1,717 | 2,112 |
| Remeasurements of the net defined benefit liability (asset) |
||
| $-$ Return on plan assets (not including current interest cost) |
(2, 421) | 1,393 |
| $-$ Actuarial gains from changes in demographic assumptions |
750 | 1,664 |
| Benefits paid by the plan | (8.038) | (14, 883) |
| Defined benefit obligation on December 31 | 59,668 | 67,660 |
$\ddot{\phantom{0}}$
$3)$ Movements of defined benefit plan assets
The movements in the fair value of the defined benefit plan assets for the years ended December 31, 2019 and 2018 are as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Fair value of plan assets on January 1 | S | 63,468 | 64,697 |
| Interest revenue | 761 | 948 | |
| Remeasurements of the net defined benefit liability (asset) |
|||
| -Return on plan assets (not including current interest cost) |
2,172 | 1,642 | |
| Contributed amount | 8,948 | 11,064 | |
| Benefits paid by the plan | (8,038) | (14, 883) | |
| Fair value of plan asset on December 31 | S | 67,311 | 63,468 |
- Changes in the effect of the asset ceilings: None. $4)$
- Expenses recognized in profit and loss $5)$
The Company's pension expenses recognized in profit or loss for the years ended December 31, 2019 and 2018 are as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Current service cost | 971 | 1.066 | |
| Net interest on net defined benefit liability (asset) | (15) | ||
| 956 | 1.164 |
Remeasurement of net defined benefit liability (asset) recognized in other comprehensive $6)$ income
The Company's net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2019 and 2018, are as follows:
$\ddotsc$
$\hat{\mathbf{x}}$
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Cumulative amount on January 1 | 29.388 | 27,973 |
| Recognized during the year | (3,843) | 1.415 |
| Cumulative amount on December 31 | 25,545 | 29,388 |
$\ddot{\phantom{a}}$
$\sim$ $\sim$
7) Actuarial assumptions
The key actuarial assumptions at the reporting date are as follows:
| 2019.12.31 | 2018.12.31 | |
|---|---|---|
| Discount rate | $1.000\%$ | $1.125\%$ |
| Future salary increase rate | $-3.000\%$ | 3.000 $%$ |
Based on the actuarial report, the Company is expected to make a contribution payment of \$2,316 thousand to the defined benefit plans for the one year period after the reporting date of 2019.
The weighted-average duration of the defined benefit plans is 12.58 years.
8) Sensitivity analysis
As of December 31, 2019 and 2018, the changes in the principal actuarial assumptions that will impact on the present value of defined benefit obligation are as follows:
| Impact on Present Value of Defined Benefit Obligations |
||||
|---|---|---|---|---|
| Increase by 0.25% |
Decrease by 0.25% |
|||
| December 31, 2019 | ||||
| Discount rate | \$ | (1,429) | 1,479 | |
| Future salary increase rate | 1,419 | (1,377) | ||
| December 31, 2018 | ||||
| Discount rate | (1,664) | 1,718 | ||
| Future salary increase rate | 1,652 | (1,602) |
The sensitivity analysis assumed all other variables remain constant during the measurement. This may not be representative of the actual change in defined benefit obligation as some of the variables may be correlated in the actual situation. The model used in the sensitivity analysis is the same as the defined benefit obligation liability (asset).
The analysis is performed on the same basis for prior year.
$(ii)$ Defined contribution plans
The Company contributes an amount at the rate of 6% of the employees' monthly wages to the Labor Pension personal account with the Bureau of the Labor Insurance and Council of Labor Affairs in R.O.C. in accordance with the provisions of the Labor Pension Act. The Company's contributions to the Bureau of Labor Insurance and Social Security Bureau for the employees' pension benefits require no further payment of additional legal or constructive obligations.
The cost of the pension contributions to the Bureau of Labor Insurance for the years ended December 31, 2019 and 2018 amounted to \$7,195 thousand and \$6,792 thousand, respectively.
(iii) As of December 31, 2019 and 2018, the Company's employee benefits retirement expenses amounted to \$228 thousand and \$387 thousand, respectively.
$(r)$ Income taxes
$(i)$ The income taxes expense for the years ended December 31, 2019 and 2018 are as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Current income taxes expense | ||
| Current period incurred | \$ 47,499 |
33,248 |
| Surtax on undistributed earnings | 32,242 | |
| Adjustment for prior periods | (1, 393) | 803 |
| 78,348 | 34,051 | |
| Deferred tax (benefit) expense | ||
| Gain on non-performing loan | (1, 381) | |
| (Losses) gains on foreign exchange | (519) | 1,512 |
| (Losses) gains from overseas investment | (1,793) | 21,559 |
| (Losses) gains from sales leaseback | (13,084) | 8,014 |
| (15,396) | 29,704 | |
| Income tax expense (not including tax expense arose) from disposal of discontinued operation) |
62,952 | 63,755 |
| Income tax expense from continuing operations | \$ 62,952 |
63,755 |
| Income tax expense from discontinued operation | 11,075 | |
| 62,952 | 74,830 |
Income tax on pre-tax financial income was reconciled with income tax expense for the years ended December 31, 2019 and 2018 are as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Profit before income tax | S | 571,679 | 1,538,357 |
| Income tax expense at domestic statutory tax rate | 114,336 | 307,671 | |
| Investment loss accounted for using equity method | (71, 503) | (247, 343) | |
| Domestic investment income under Article 42 of Income Tax Act |
(5,639) | (7,788) | |
| Change on unrecognized temporary differences | (2,762) | (4,369) | |
| 5% surtax on undistributed earnings | 32,242 | ||
| Prior overestimate/underestimate income tax | (1, 393) | 803 | |
| Changes in tax rates | 19,514 | ||
| Land value increment tax | 11,075 | ||
| Others | (2,329) | (4, 733) | |
| Income tax expense | 62,952 | 74,830 | |
| (Continued) |
(ii) Deferred tax assets and liabilities
Unrecognized deferred tax assets $1)$
The unrecognized deferred tax assets are as follows:
| December 31. | December 31. | ||
|---|---|---|---|
| 2019 | 2018 | ||
| Deductible temporary differences | 3.718 | 6,480 |
$2)$ Recognized deferred tax assets and liabilities
The movements in deferred tax assets and liabilities for the years ended December 31, 2019 and 2018 are as follows:
Deferred tax assets:
| Gain on Non- performing Loan |
||
|---|---|---|
| Balance on January 1, 2019 | 9,206 | |
| Balance on December 31, 2019 | S | 9,206 |
| Balance on January 1, 2018 | \$ | 7,825 |
| Debit (credit) on income statement | 1,381 | |
| Balance on December 31, 2018 | 9.206 |
Deferred tax liabilities:
| Land Value Increment |
Foreign Exchange Gain (Losses) |
Gain from Overseas Investment |
Gain from Sale Leaseback |
Total | ||
|---|---|---|---|---|---|---|
| Balance on January 1, 2019 | S | 28,979 | 361 | 292,067 | 127,572 | 448,979 |
| Debit (credit) on income statement | (519) | (1,793) | (13.084) | (15,396) | ||
| Balance on December 31, 2019 | 28,979 | (158) | 290,274 | 114,488 | 433,583 | |
| Balance on January 1, 2018 | \$ | 28.979 | (1,151) | 270,508 | 119.558 | 417,894 |
| Debit (credit) on income statement | 1,512 | 21,559 | 8.014 | 31,085 | ||
| Balance on December 31, 2018 | S | 28,979 | 361 | 292,067 | 127,572 | 448,979 |
$3)$ The income tax returns of the Company had been assed and approved by the Tax Authority through 2017.
Share capital and other interests $(s)$
$(i)$ Ordinary shares
As of December 31, 2019 and 2018, the authorized capital of the Company consisted of 4,000,000 thousand shares, with par value of \$10 per share. The outstanding shares were amounted to \$3,852,521 thousand and the capital that arose from the shares had all been retrieved.
(ii) Capital surplus
The components of the capital surplus are as follows:
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| From issuance of share capital | S | 626,110 | 626,110 |
| Employee stock option of subsidiaries | 33,352 | 33,352 | |
| From conversion of convertible bonds | 863,499 | 863,499 | |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed |
426 | ||
| Changes in equity of associates and of joint ventures accounted for using equity method |
143 | 2,279 | |
| S | l.523.104 | 1,525,666 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
The Company's Articles of Incorporation require that after-tax earnings shall first be offset against any deficit, and 10% of the balance shall be set aside as legal reserve. The appropriation for legal reserve is discontinued when the balance of the legal reserve equals the total authorized capital. Aside from the aforesaid legal reserve, the Company may, under its Articles of Incorporation or as required by the government, appropriate for special reserve. The remaining balance of the earnings, if any, may be appropriated according to the distribution plan proposed by the Board of Directors and submitted to the shareholders' meeting for approval. If all or part of the aforementioned employees' compensation is distributed in cash, the resolution will be approved by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, and the distribution shall be submitted to the shareholders' meeting.
The Company is in the growth stage of business cycle and the annual earnings and future cash flow is maintained stable. Considering the Company's significant investment plan for the future, the Company applied "Residual dividend policy" for long-term operating plan and funding needs. The dividend distribution of cash and stock is correlated with annual earning. The Company's stock dividends cannot be higher than 70% of the total dividend.
$1)$ Legal reserve
When a company incurs no loss for the year, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
Special reserve $2)$
The Company applied the exemptions at the first-time adoption of IFRSs, and increased its retained earnings by \$49,081 thousand, which resulted from unrealized revaluation increments, exchange differences on translation of foreign financial statements, and the fair value of investment property being used as the cost on initial recognitions at the transition date. In accordance with Permit No.1010012865 as issued by the Financial Supervisory Commission on April 6, 2012, a special reverse equals to the contra account of other shareholders' equity is appropriated from current and prior period earnings. The aforementioned special reserve may be reversed in proportion with the usage, disposal, or reclassification of the related assets, and then, be distributed afterwards. As of December 31, 2019 and 2018, the Company recognized the special reserve related to all IFRSs adjustments amounted to \$49,081 thousand. When the debit balance of any of the contra accounts in the shareholders' equity is reversed, the related special reserve can be reversed. The subsequent reversals of the contra accounts in shareholders' equity shall qualify for additional distributions.
$3)$ Earnings distribution
The Company appropriated the 2018 and 2017 earnings, which was resolved by the shareholder's meeting on June 24, 2019 and June 21, 2018, respectively. These earnings were appropriated or distributed as follows:
| For the Years Ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2018 | 2017 | |||||
| Allotment | Amount | Allotment | Amount | |||
| Common stock dividends per share | ||||||
| Cash | S. | 2.70 | 1,040,181 | 1.50 | 577,878 |
(iv) Other equity (net of tax)
| Exchange Differences on Translation of Foreign Financial Statements |
Unrealized Gains (Losses) from Financial Assets Measured at FVOCI |
Unrealized Gains (Losses) on Available- for-sale Financial Assets |
Total | |
|---|---|---|---|---|
| Balance on January 1, 2019 | \$ 136,291 |
69,779 | 206,070 | |
| Exchange differences on foreign operations | (280, 040) | (280, 040) | ||
| Unrealized gain on financial assets measured at FVOCI | 17,861 | 17,861 | ||
| Balance on December 31, 2019 | (143,749) | 87,640 | (56, 109) | |
| Balance on January 1, 2018 | \$ 392,282 |
187 | 392,469 | |
| Effects of retrospective application | 53,470 | (187) | 53,283 | |
| Balance on January 1, 2018, after adjustments | 392,282 | 53,470 | 445,752 | |
| Exchange differences on foreign operations | (255,991) | (255,991) | ||
| Unrealized gain on financial assets measured at FVOCI | 16,309 | 16,309 | ||
| Balance on December 31, 2018 | 136,291 | 69,779 | 206,070 |
$(t)$ Earnings per share
The Company's earnings per share are calculated as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Basic earnings per share | |||
| Profit from continuing operation attributable to the Company | S | 508,727 | 1,474,602 |
| Profit from discontinued operation attributable to the Company | 360,970 | ||
| Profit attributable to owners of the parent | 508,727 | 1,835,572 | |
| Weighted average number of ordinary shares | 385,252 | 385,252 | |
| Basic earnings per share | |||
| Profit from continuing operation | S | 1.32 | 3.82 |
| Profit from discontinued operation | 0.94 | ||
| 1.32 | 4.76 |
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Diluted earnings per share | ||
| Profit from continuing operation attributable to the Company | \$ 508,727 |
1,474,602 |
| Profit from discontinuing operation attributable to the Company |
360,970 | |
| Profit attributable to owners of the parent (after the adjustment of diluted ordinary shares) |
508,727 | 1,835,572 |
| Weighted average number of ordinary shares | 385,252 | 385,252 |
| Effect of potential diluted ordinary shares | ||
| Employee stock option | 813 | 1,495 |
| Weighted average number of ordinary shares (after the adjustment of diluted ordinary shares) |
386,065 | 386,747 |
| Diluted earnings per share | ||
| Profit from continuing operation | \$ 1.32 |
3.81 |
| Profit from discontinued operation | 0.94 | |
| 1.32 | 4.75 |
(u) Revenue from contracts with customers
Disaggregation of revenue $(i)$
| For the Year Ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2019 | ||||||
| Metal Lifestyle Manufacturing Hospitality Segment Segment |
Total | |||||
| Major geographic markets: | ||||||
| Taiwan | $\mathbf S$ | 464,107 | 346,304 | 810,411 | ||
| United States | 45,806 | 45,806 | ||||
| Japan | 68,351 | 68,351 | ||||
| China | 28,068 | 28,068 | ||||
| Europe | 117,924 | 117,924 | ||||
| South America | 572 | 572 | ||||
| Others | 120,558 | 120,558 | ||||
| 845,386 | 346,304 | 1,191,690 | ||||
| Major product/service lines: | ||||||
| Iron casting hardware | \$ | 845,386 | 845,386 | |||
| Counter commissions | 269,599 | 269,599 | ||||
| Others | 76,705 | 76,705 | ||||
| 845,386 | 346,304 | 1,191,690 |
(Continued)
| For the Year Ended December 31 2018 |
||||||
|---|---|---|---|---|---|---|
| Metal Manufacturing Segment |
Lifestyle Hospitality Segment |
Total | ||||
| Major geographic markets: | ||||||
| Taiwan | \$ | 547,682 | 337,819 | 885,501 | ||
| United States | 92,832 | 92,832 | ||||
| Japan | 98,098 | 98,098 | ||||
| China | 51,609 | 51,609 | ||||
| Europe | 112,506 | 112,506 | ||||
| South America | 77 | 77 | ||||
| Others | 142,939 | 142,939 | ||||
| S | 1,045,743 | 337,819 | 1,383,562 | |||
| Major product/service lines: | ||||||
| Iron casting hardware | \$ | 1,045,743 | 1,045,743 | |||
| Counter commissions | 261,460 | 261,460 | ||||
| Others | 76,359 | 76,359 | ||||
| 1,045,743 | 337,819 | 1,383,562 |
For the year ended December 31, 2018, the operating revenue from steel products of discontinued operation in Taiwan amounted to \$23,496 thousand.
(ii) Contract balances
| December 31, 2019 |
December 31, 2018 |
January 1, 2018 |
|
|---|---|---|---|
| Notes and accounts receivable | 199,049 | 291,715 | 389,934 |
| Less: Loss allowance | (6,505) | (4,022) | (2,152) |
| Total | 192,544 | 287,693 | 387,782 |
| Contract assets | |||
| Contract liabilities - Advanced receipts |
2.994 | 4,530 | 14,145 |
For details of accounts receivable and allowance for impairment, please refer to Note 6(c).
The amount of revenue recognized for the years ended December 31, 2019 and 2018 that were included in the contract liabilities balance at the beginning of the period were \$1,996 thousand and \$9,615 thousand, respectively.
The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied by transferring ownership to the customer and the payment to be received.
Employees' compensation and remuneration of directors $(v)$
Based on the amended Company's Articles of Incorporation, employees' compensation is appropriated at the rate of at least 2.5% and remuneration of directors is appropriated no more than 2.5% of profit before tax, respectively. Prior years' accumulated deficit is first offset before any appropriation of profit, then calculate the employees' compensation and remuneration of directors by the appropriate ratio stipulated in the bylaws. The employees to whom the Company distributes employees' compensation, or issued new restricted employee shares, employee stock option certificates, preemptive right of new shares, and transfer of shares include the employees of subsidiaries which are qualified with the requirements stipulated by the Board of Directors.
For the years ended December 31, 2019 and 2018, appropriated employees' compensation by \$15,662 thousand and \$52,340 thousand, respectively, and appropriated remuneration of directors by \$15,060 thousand and \$50,327 thousand, respectively, which were estimated on the basis of the Company's net profit before tax, excluding employees' compensation and the remuneration of directors of each period, then multiplied by the percentage of remuneration of employees and directors as specified in the Company's Articles of Incorporation. Such amounts were recognized as operating cost or operating expense for the years ended December 31, 2019 and 2018. The number of shares to be distributed were calculated based on the closing price of the Company's ordinary shares, one day prior to Board of Directors meeting. Management is expecting that the differences, if any, between the actual distributed amounts and estimated amounts will be treated as changes in accounting estimates and charged to profit or loss.
There were no significant difference between employees' compensation and remuneration of directors approved by the Board of Directors meeting and the estimated amount for the years of 2018 and 2017.
Information on the employees' compensation and remuneration of directors approved by the Board of Directors meeting is available on the Market Observation Post System website of the Taiwan Stock Exchange.
(w) Net other income and expenses
| For the Years Ended December 31 | |||||
|---|---|---|---|---|---|
| 2019 | 2018 | ||||
| 3.007 |
Rental revenue
(x) Non-operating income and expenses
$(i)$ Other income
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Interest income | |||
| Interest income from bank deposits | \$ | 20,031 | 20,556 |
| Interest income from financial assets measured at amortized cost |
13,411 | 15,133 | |
| Dividend income | 28,196 | 38,939 | |
| Others | 35,505 | 27,339 | |
| 97,143 | 101,967 |
(ii) Other gains and losses
| 2019 | 2018 | |
|---|---|---|
| Gains (losses) on disposals of property, plant and equipment |
1.922 | (1,243) |
| Foreign exchange gains | 1,793 | 31,493 |
| Other expenses | (360) | |
| 3,355 | 30,250 |
For the Years Ended December 31
(iii) Finance costs
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Bank borrowing interest expense | 50,819 | 45,787 |
| Lease liability interest expense | 28,237 | |
| Bank borrowing costs | 1.472 | 1.388 |
| 80,528 | 47,175 |
(y) Financial instruments
- Credit risk $(i)$
- $1)$ Credit risk exposure
The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk.
$2)$ Concentration of credit risk
Since the Group had a large number of unrelated customers, the concentration of the credit risk is limited.
$\ddot{\phantom{a}}$
$(ii)$ Liquidity risk
$\mathcal{A}^{\mathcal{A}}$
The following table shows the contractual maturities of financial liabilities, including estimated interest payments, but not the impact of netting agreements.
| Contractual Cash Flow |
Within 1 year |
Within 1-2 years |
Within 2-5 years |
Over 5 Years |
|
|---|---|---|---|---|---|
| December 31, 2019 | |||||
| Non-derivative financial liabilities | |||||
| Bank borrowings | \$ 6,855,618 |
581,931 | 3,019,581 | 3,254,106 | |
| Lease liabilities | 2,424,915 | 198,249 | 194,586 | 585,452 | 1,446,628 |
| Notes and accounts payables (including) related parties) |
240,850 | 240,850 | |||
| Other payables (including related parties) | 116,573 | 116,573 | |||
| 9,637,956 | 1,137,603 | 3,214,167 | 3,839,558 | 1,446,628 | |
| December 31, 2018 | |||||
| Non-derivative financial liabilities | |||||
| Bank borrowings | \$ 4,366,183 |
692,337 | 2,116,385 | 1,557,461 | |
| Notes and accounts payables (including related parties) |
273,652 | 273,652 | |||
| Other payables (including related parties) | 161,914 | 161,914 | |||
| 4,801,749 | 1,127,903 | 2,116,385 | 1,557,461 |
The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(iii) Currency risk
$1)$ Exposure to foreign currency risk
The Company's significant exposure to foreign currency risk are as follows:
| December 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| Foreign Currency |
Exchange Rate |
NTD | Foreign Currency |
Exchange Rate |
NTD | |
| Financial assets | ||||||
| Monetary items | ||||||
| USD | \$ 22,805 |
29.98 | 683,693 | 35,410 | 30.72 | 1,087,631 |
| EUR | 2,304 | 33.59 | 77,377 | 532 | 35.20 | 18,710 |
| JPY | 65,631 | 0.2760 | 18.114 | 65,008 | 0.3782 | 18,085 |
| CNY | 595 | 4.31 | 2,566 | 574 | 4.47 | 2,565 |
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD | 16 | 29.98 | 477 | 86 | 30.72 | 2,638 |
| EUR | 23 | 33.59 | 763 | 70 | 35.20 | 2,450 |
| CNY | 18 | 4.31 | 75 | 1,893 | 4.47 | 8,467 |
Sensitivity analysis $2)$
The Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, borrowings, accounts payable and other payables that are denominated in foreign currency. A 1% of appreciation or depreciation of each major foreign currency against the Group's functional currency as of December 31, 2019 and 2018 would have increased (decreased) the after-tax net income for the years ended December 31, 2019 and 2018 by \$6,243 thousand and \$8,907 thousand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for both periods.
As the Company deals in diverse foreign currencies, gains or losses on foreign exchange were summarized as a single amount. For the years ended December 31, 2019 and 2018, the foreign exchange gains (losses), including both realized and unrealized, were amounted to \$1,793 thousand and \$31,493, respectively.
(iv) Interest rate analysis
The interest risk exposure from financial assets and liabilities has been disclosed in the note of liquidity risk management.
The following sensitivity analysis is based on the risk exposure to interest rates on the derivative and non-derivative financial instruments at the reporting date. For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities are outstanding for the whole year at the reporting date.
If the interest rate increases or decreases by 1% the Company's net income will decrease /increase by \$65,642 thousand and \$39,787 thousand for the years ended December 31, 2019 and 2018, respectively, assuming all other variable factors remain constant. This is mainly due to the Company's variable rate borrowing.
Other market price risk $(v)$
If the equity price changes, the impact of equity price change to other comprehensive income will be as follows, assuming the analysis were based on the same and other variables considered in the analysis remain the same:
| For the Years Ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | ||||||
| Other | Other | ||||||
| Comprehensive Income (Loss) (net of tax) |
Net Income (Loss) (net of tax) |
Comprehensive Income (Loss) (net of tax) |
Net Income (Loss) (net of tax) |
||||
| Increase $10\%$ | 21,607 | 20,782 | |||||
| Decrease 10% | (21,607) | (20, 782) |
(vi) Fair value of financial instruments
Fair value hierarchy $1)$
The Company measured its financial assets at FVOCI on a recurring basis. The carrying amount and fair value of the Company's financial assets and liabilities, including the information on fair value hierarchy are as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
| December 31, 2019 | |||||
|---|---|---|---|---|---|
| Fair Value | |||||
| Book Value | Level 1 | Level 2 | Level 3 | Total | |
| Non-current financial assets at FVOCI |
216,065 | 216,065 | 216,065 | ||
| Financial assets measured at amortized cost |
S 1,801,940 | ||||
| Financial liabilities measured at amortized cost |
\$9,170,500 | ||||
| December 31, 2018 | |||||
| Fair Value | |||||
| Book Value | Level 1 | Level 2 | Level 3 | Total | |
| Non-current financial assets at FVOCI |
207,818 | 207,818 | 207,818 | ||
| Financial assets measured at amortized cost |
\$2,308,555 | ||||
| Financial liabilities measured at amortized cost |
4,718,567 |
$2)$ Valuation techniques for financial instruments measured at fair value
Financial instruments traded in active markets are based on quoted market prices. Market prices quoted from main exchanges and over-the-counter are the basis of fair value of equity instruments and credit instrument traded in active markets.
If the quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. If a financial instrument does not accord with the definition aforementioned, then it is considered to be without a quoted price in an active market. In general, market with low trading volume or high bid-ask spreads is an indication of non-active market.
If the financial instruments held by the Company have active market, the measurements of fair value are categorized as follows:
The listed redeemable bonds, listed stocks, drafts and bonds are recognized as $\bullet$ financial assets and liabilities traded in active markets by the standards and nature. The fair value is measured at the market quoted price.
Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from a competitor. Fair value, measured by using valuation technique that can be extrapolated from either similar financial instruments or discounted cash flow method or other valuation techniques, including models, is calculated based on available market data at the reporting date.
If the financial instruments held by the Company have no active market, the measurements of fair value are categorized as follows:
- Equity instruments without quoted price: The fair value is measured at discounted cash flow model. The assumption is discounted investees' expected future cash flows by using the discounting rate which reflects the time value of money and the return of the investment.
- $3)$ Transfers between Level 1 and Level 2
There were no transfers in either direction for the years ended December 31, 2019 and 2018.
Reconciliation of Level 3 instruments $4)$
| Noncurrent Financial Assets at FVOCI |
|
|---|---|
| Equity Instrument without Quoted Price |
|
| Balance on January 1, 2019 | \$ 207,818 |
| Total gains recognized | |
| as other comprehensive income | 17,861 |
| Receipts from capital reduction | (9,614) |
| Balance on December 31, 2019 | 216,065 |
| Balance on January 1, 2018 | \$ 193,456 |
| Total gains recognized | |
| as other comprehensive income | 16,309 |
| Receipts from capital reduction | (1, 947) |
| Balance on December 31, 2018 | 207.818 |
The total gains or losses is listed under "unrealized gain on financial assets at FVOCI". The information on assets held as of December 31, 2019 is as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Total gains or losses | |||
| Recognized as other comprehensive income (which is \$ listed under "unrealized gain on financial assets of FVOCI") |
17,861 | 16.309 |
$5)$ Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company's financial instruments that use Level 3 inputs to measure fair value is "financial assets measured at fair value through profit or loss - equity investments".
Most of the Company's financial assets in Level 3 have only one significant unobservable input, while its equity investments without an active market have more than one significant unobservable inputs. The significant unobservable inputs of equity investments without an active market are individually independent, and there is no correlation between them.
Quantified information on significant unobservable inputs is as follows:
| Item | Valuation Technique |
Significant Unobservable Inputs |
between Significant Unobservable Inputs and Fair Value Measurement |
|---|---|---|---|
| Financial assets at FVOCI - equity investments without active market |
Dividend discount model |
• Average expected future dividend income of 5 years (As of December 31, 2019) and 2018, were $$0~30,176$ and $$0~31,752$ thousand.) |
• The estimated fair value would increase, if the 5-year average expected future dividend income is increase. |
| • Weighted average capital cost (As of December 31, 2019 and 2018, were 3.45% and 5.79%, respectively.) • Discounting rate without market liquidity (As of December 31, 2019 and 2018, were both 15%) |
• The estimated fair value would decrease, if the weighted average capital cost is increased. • The estimated fair value would decrease, if the discounting rate without market liquidity is increased. |
Inter-relationship
$6)$ Fair value measurements in Level $3$ – sensitivity analysis of reasonably possible alternative assumptions
The Company's measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:
| Fluctuation | Other Comprehensive Income | |||
|---|---|---|---|---|
| December 31, 2019 | Inputs | in Inputs |
Favourable | Unfavourable |
| Financial assets at FVOCI | ||||
| Equity investments without an active market | 3.45% | 1% | 8,103 | (7,693) |
| December 31, 2018 | ||||
| Financial assets at FVOCI | ||||
| Equity investments without an active market | 5.79 % | $1\%$ | 7.567 | (7.193) |
The favourable and unfavourable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
- Financial risk management $(z)$
- $(i)$ Overview
The Company have exposures to the following risks from its financial instruments:
- Credit risk 1)
- Liquidity risk $(2)$
- $3)$ Market risk
The following likewise discusses the Company's exposure information, objectives, policies and processes for measuring and managing the above mentioned risks
$(ii)$ Structure of risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Company has assigned the manager of the relating department for assessing, controlling and monitoring the strategic, financial and operating risks. The manager reports risk status to the management and regularly report to the Board of Directors on its activities.
(iii) Credit risk
Credit risk means the potential loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in debt securities.
Accounts and other receivable $\overline{1}$
The exposure of the credit risk is depend on each customer. The Company assesses the customers' credit risk based on their basic information, which comprises of the default risk in their industry and country. For the years ended December 31, 2019 and 2018, there were no geographical concentration of credit risk.
The Risk Management Committee has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered.
The allowance for bad debts is reflected the losses incurred in the accounts and other receivables, which is mainly comprised of specific loss from significant individual exposure and incurred, but unidentified portfolio loss from group assets. The assessment of portfolio loss is based on the historical statistics of payment.
$2)$ Investment
The exposure to credit risk for the bank deposits and financial instruments is measured and monitored by the Company's finance department. The Company only deals with counterparties with good credit rating. The Company does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties. The Company has assessed the counterparties' credit rating when invested in financial assets measured at cost, therefore, does not expect any significant credit risk.
Guarantees $3)$
As of December 31, 2019 and 2018, please refer to Note 7 and 13 (a)(ii) for the details of financial guarantees of subsidiaries and joint venture provided by the Company.
(iv) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Market risk $(v)$
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
$1)$ Currency risk
The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Company's entities, primarily the EUR, USD, JPY and CNY.
The Company held the accounts receivable denominated in foreign currencies other than the respective functional currencies of the Company's entities. The exchange gain or loss from the exchange rates change can be offsetted by exchange gain or loss from shortterm loan denominated in foreign currencies, which would mitigate the exposure of currency risk.
The borrowing interest is denominated by the principal' is currency. The borrowing currency are the same as the Company's operating cash flow which mainly are NTD and USD.
Other monetary assets and liabilities denominated in foreign currencies are using the current exchange rates to maintain the net currency risk at the acceptable level.
$2)$ Interest rate risk
The Company uses the floating interest rates for the long-term and short-term loans which the effective interest rates float with the market change. The Company's financial department is measuring and monitoring the market change.
$3)$ Other market price risk
The Company does not enter into a contract, except for the expected use and sales. The contract is not under the net settlement basis.
(aa) Capital management
The objectives of the Board's policy are to maintain an optimal capital structure to keep the investors, creditors, the market faith, and the future operation.
The Company and other entities in the same industry use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.
As of December 31, 2019, the Company's capital management strategy is consistent with the prior year as of December 31, 2018. The Company's debt-to-equity ratio at the end of the reporting period as of December 31, 2019 and 2018, is as follows:
| December 31, 2019 |
December 31, 2018 |
|||
|---|---|---|---|---|
| Total liabilities | 9,817,444 | 5,415,580 | ||
| Less: Cash and cash equivalents | (800, 662) | (1, 195, 412) | ||
| Net debt | 9,016,782 | 4,220,168 | ||
| Total equity | 11,889,197 | 12,743,897 | ||
| Total capital | 20,905,979 | 16,964,065 | ||
| Debt-to-capital ratio | 43.13 % | 24.88 % |
(7) Related-party transactions:
The ultimate parent company $(a)$
The company is the ultimate controlling party of the Company and its subsidiaries.
Names and relationship with related parties $(b)$
The followings are entities that have had transactions with the Company's subsidiaries and related parties during the periods covered in the consolidated financial statements.
| Name of Related Party | Relationship with the Company |
|---|---|
| United Elite Agents Limited (UEA) | Subsidiaries |
| Atrans Precision Industries Co., Ltd. (Atrans Precision) | Subsidiaries |
| Sunflower Investment Co., Ltd. (Sunflower Investment) | Subsidiaries |
| The Hotel National Co., Ltd. (The Hotel National) | Subsidiaries |
| CHINA METAL AUTOMOTIVE INTERNATIONAL CO., LTD. (CMAI) |
Subsidiaries |
| CMJ Co., Ltd. (CMJ) | Subsidiaries |
| National Management Co., Ltd. (National Management) | Subsidiaries |
| PUJEN Land Development Co., Ltd. (PUJEN Land Development) | Subsidiaries |
| Pu Sheng Construction Co., Ltd. (Pu Sheng Construction) | Subsidiaries |
| Shangrila Tourism Co., Ltd. (Shangrila Tourism) | Subsidiaries |
| China Metal International Holdings Inc. (CMI) | Subsidiaries |
| China Metal International (BVI) Limited (CMI (BVI)) | Subsidiaries |
| CMW (Cayman Islands) Co., Ltd. (CMW (C.I.)) | Subsidiaries |
| CMB (H.K.) Co., Ltd. (CMB (H.K.)) | Subsidiaries |
| Suzhou CMB Machinery Co., Ltd. (Suzhou CMB) | Subsidiaries |
| CMP (H.K.) Industry Co., Ltd. (CMP (H.K.)) | Subsidiaries |
| Tianjin CMT Industry Co., Ltd. (Tianjin CMT) | Subsidiaries |
| Suzhou CMS Machinery Co., Ltd. (Suzhou CMS) | Subsidiaries |
| Name of Related Party | Relationship with the Company |
|---|---|
| CMW (Tianjin) Industry Co., Ltd. (CMW (Tianjin)) | Subsidiaries |
| CMI (Wu Han) Precision Machinery Co., Ltd. (CMH) | Subsidiaries |
| Qingdao Sourcing Specialists Trading Co., Ltd. (Qingdao Sourcing Specialists) |
Subsidiaries |
| FAR HSING (SAMOA) ENTERPRISE CO., LTD. (FAR HSING (SAMOA) |
Subsidiaries |
| Acore Material Technology Co., Ltd. (Acore Material) | Associates of subsidiaries |
| CHINGENG Land Development Co., Ltd. (CHINGENG Land Development) |
Subsidiaries |
| PUJEN CHENGMEI Land Development Co., Ltd. (PUJEN CHENGMEI Land Development) |
Subsidiaries |
| PUCHIA Land Development Co., Ltd. (PUCHIA Land Development) | Subsidiaries |
| Qinxin Trade Co., Ltd. (Qinxin Trade) | Subsidiaries |
| CMAI Holding, Inc. (CMAI Holding) | Subsidiaries |
| Pilot Drive, LLC. (Pilot) | Subsidiaries |
| CMAI INDUSTRIES, INC. (CMAI N.A.) | Subsidiaries |
| The Splendor Hospitality International Co., Ltd. (The Splendor Hospitality International) |
Joint ventures |
| CMAAN Health Co. Ltd. (CMAAN Health) | Joint ventures |
| Hua-Pu Development Co., Ltd. (Hua-Pu Development) | Joint ventures of subsidiaries |
| Keng-Hsin Urban Renewal Co. Ltd. (Keng-Hsin Urban Renewal) | Associates of subsidiaries |
| Amida Trustlink Assets Management Co., Ltd. (Amida Trustlink Assets) |
Associates |
| ADVANCISION (CAYMAN) Industries CO., LTD. (ADVANCISION (CAYMAN)) |
Associates of subsidiaries |
| Fuzhou Aprec Mechanical and Electrical Co., Ltd. (Fuzhou Aprec) | Subsidiaries of subsidiaries' associates |
| Advancision Corporation (Advancision) | Subsidiaries of subsidiaries' associates |
| Beyond Fitness Co., Ltd. (Beyond Fitness) | Associates of subsidiaries |
| Fantasystory Co., Ltd. | Associates of subsidiaries |
| Mr. Ting Fung, Lin | Key management |
| Chain-Yuan Investment Co., Ltd. (Chain-Yuan Investment) | Other related parties |
| San Lien Technology Corp. (San Lien Technology) | Other related parties |
| Kemitek Industrial Corp. (Kemitek Industrial) | Other related parties |
| CMP PUJEN Foundation for Arts and Culture (Foundation) | Other related parties |
| Pu Yuan Construction Co., Ltd. (Pu Yuan Construction) | Other related parties |
| LEESCO Development Co., Ltd. (LEESCO Development) | Other related parties |
| Rui Hua Investment Co., Ltd. (Rui Hua Investment) | Other related parties |
| Mr. Ming Shiann, Ho | Other related parties |
| Gee Lien Resource Development Corp. | Other related parties |
$(c)$ Significant transactions with related parties
$(i)$ Sales to related parties
The amounts of significant sales transactions between the Company and related parties are as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Subsidiaries | 96,238 | 116,310 | |
| Joint ventures | 234 | ||
| Associates | |||
| 96,252 | 116,544 |
The sales between the Company and related parties approximated the market price.
(ii) Purchases from related parties
The amounts of significant purchases transactions between the Company and related parties are as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Subsidiaries | 880 |
The purchase price between the Company and related parties approximated the market price, and the payment terms, which was $1\text{-}2$ months, was no significant difference from non-related sellers.
(iii) Receivables due from related parties
The information on receivables due from related parties is as follows:
| Accounts | Categories | December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|---|---|
| Accounts receivable | Subsidiaries | S | 24,467 | 33,215 | |
| Accounts receivable | Joint ventures | 12 | |||
| Total | 24,467 | 33,227 | |||
| Other receivables | Associates | S | 26 | 50 | |
| Other receivables | Subsidiaries | 2,188 | 1,242 | ||
| Total | 2.214 | 1,292 |
(iv) Payables due to related parties
The information on payables due to related parties is as follows:
| Accounts | Categories | December 31, 2019 |
December 31, 2018 |
|---|---|---|---|
| Other payables | Subsidiaries | 6,856 | 6,769 |
| Other payables | Joint ventures | 74 | 4 |
| Other payables | Other related parties | 1,255 | |
| Total | 8,185 | 6,773 | |
| Other notes payable | Other related parties | 92 | |
(v) Prepayments for equipments
The information on prepayments for equipments is as follows:
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| Subsidiaries | 3,585 | $\blacksquare$ |
(vi) Guarantees and endorsements
The Company guaranteed and endorsed for subsidiaries' and joint ventures' bank loaning. The ending balance of endorsement guarantee was \$2,808,180 thousand and \$2,925,000 thousand and the actual borrowing amount was \$2,217,680 thousand and \$2,251,181 thousand, respectively, as of December 31, 2019 and 2018.
(vii) Non-performing receivables
| Total Claims | |||
|---|---|---|---|
| December 31, 2019 |
December 31, 2018 |
||
| Joint ventures | 796,845 œ |
796,845 | |
| Costs of Claims | |||
| December 31, 2019 |
December 31, 2018 |
||
| Joint ventures | 575,000 ¢ |
575,000 |
(viii) Other transactions
$1)$ The information on office leased by the Company is as follows:
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Subsidiaries | 4,347 | 3,522 | |
| Joint ventures | 12 | 48 | |
| Other related parties | 2,889 | 2,772 | |
| 7.248 | 6,342 |
2) The information on office leased to related parties is as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Subsidiaries | $\overline{\phantom{0}}$ | 248 |
| Associates | 304 | 304 |
| 304 | 552. |
The information on providing management consulting to related parties is as follows: $3)$
| For the Years Ended December 31 | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Subsidiaries | 9.248 | 6,721 | |
| Joint ventures | 5.942 | 5.545 | |
| 15,190 | 12,266 |
$4)$ The information on management consulting service provided by related parties is as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Subsidiaries | 65,218 | 65,497 |
| Other related parties | 600 | 15,810 |
| 65,818 | 81,307 |
5) The information on entertainment and travel expense arose from catering and accommodation provided by related parties is as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Subsidiaries | 1,050 | 418 |
| Associates | 40 | |
| Joint ventures | 60 | 96 |
| Other related parties | 81 | 279 |
| 1,196 | 833 |
6) The information on donation to related parties is as follows:
| For the Years Ended December 31 | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Other related parties: Foundation | 10,350 | $\blacksquare$ |
$7)$ The information on contruction and engineering service for Taichung development project provided by subsidiary is as follow:
| For the Years Ended December 51 | ||
|---|---|---|
| 2019 | 2018 | |
| Other related parties | 1.315 | $\equiv$ |
- 8) In March 2018, the Company entrusted the subsidiary to donate the land in Taichung Houlongzi section to the church for the Taichung development case. The Company paid the subsidiary \$17,184 thousand for compensation, which is recognized under "other non-current assets".
- (ix) Lease
The Company rented an office building from its related enterprise to be used as its headquarter. The lease contract was signed, in which the rental fee is determined based on nearby office rental rates. Rental expenses for the year ended December 31, 2018 amounted to \$3,522. The outstanding balance as of December 31, 2018 amounted to \$3,318 which was recognized under other payables due to related parties. The Company applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized an additional amounts of \$2,900 thousand and \$2,912 thousand of right-of-use assets and lease liabilities, respectively. For the year ended December 31, 2019, the Company recognized the amount of \$21 thousand as interest expense. As of December 31, 2019, the balance of lease liabilities amounted to \$827 thousand.
(d) Key management transactions
The compensation of key management is as follows:
| For the Years Ended December 31 | ||
|---|---|---|
| 2019 | 2018 | |
| Short-term employee benefits | 54,542 | 96,669 |
| Post-employment benefits | 904 | |
| 58.314 | 97,573 |
(8) Pledged assets
The information on pledged assets' carrying value is as follows:
| Pledged Assets | Object | December 31, 2019 |
December 31, 2018 |
|
|---|---|---|---|---|
| Land (including other non-current assets) | The credit limits of long-term and short-term bank borrowings |
S | 13,319 | 13,319 |
| Buildings | $^{\prime\prime}$ | 3,349 | 3,479 | |
| Investments accounted for using equity method | The credit limits of long-term bank borrowings |
2.989.966 | 2,068,863 | |
| Investments properties-Land | $^{\prime\prime}$ | 2,294,620 | ||
| 5,301,254 | 2,085,661 |
(9) Significant commitments and contingencies
- $(a)$ The Company's unrecognized contractual commitments are as follows:
- $(i)$ The unrecognized contractual commitments are as follows:
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Total contract price | 2,621,597 | 152,654 |
| Total amounts paid under contracts | 176.759 | 53,456 |
- (ii) The security deposits paid by the Company for land development and leased land and buildings for operating use amounted to \$97,092 thousand and \$97,284 thousand, as of December 31, 2019 and 2018, respectively.
- (iii) The Company and The Presbyterian Church in Taiwan entered into an real estate leasing contract, with the contract term of 40 years, commencing the day after the signing date, September 30, 2016. For the development of the leasing real estates, the Company agreed to pay development royalty amounted to \$126,000 thousand, which was recognized under other non-current assets and transferred to right-of-use assets when the first application of IFRS16 on January1, 2019, and was depreciated by the contract term.
$(b)$ Contingencies
- Please refer to Note 7 for the Company's lending and guarantees and endorsements for related $(i)$ parties for the years ended December 31, 2019 and 2018.
- $(ii)$ The stages of Daguangsan petition for real estate transaction and the regarding tax investigation is as follows:
| Litigant | Issue | Current Status |
|---|---|---|
| The | Filing a petition for the | National Taxation Bureau of Taipei has approved the |
| Company | administrative penalty of the | additional value-added tax and the regarding penalty |
| value-added tax in the | amounted to \$38,497 thousand, which the Company had | |
| Daguangsan real estate | paid \$25,665 thousand in 2012. The Company was | |
| transaction which was | dissatisfied with the verdict from the original authority, | |
| approved by National | which has filed the administrative petition. According to | |
| Taxation Bureau of Taipei | the ruling of the Taipei High Administrative Court, the | |
| lawsuit has now been suspended. |
(10) Losses Due to Major Disasters: None
(11) Subsequent Events: None
$(12)$ Other:
- (a) The Securities and Futures Investors Protection Center (SFIPC) filed a criminal incidental civil action on behalf of the Company against the former chairman of the Company, Mr. Ming Shiann, Ho. However, the SFIPC was dissatisfied with the High Court's decision on June 26, 2018 and filed an appeal to the Supreme Court, the appeal was handed back over to the High Court for reconsideration on August 22, 2019, which is in trial in the Tainan Branch of Taiwan High Court. On February 28, 2020, both parties agreed to temporarily suspend the case mentioned above.
- The SFIPC filed a lawsuit against the Company, its directors and supervisors, and certain employees $(b)$ of the Group. On March 27, 2019, the Supreme Court vacated the adjudication on February 13, 2018 and remanded it to the Taiwan High Court. On January 2, 2020, Taiwan High Court dismissed the appeal filed by the SFIPC for the second time. On February 5, 2020, the SFIPC filed an appeal to the Supreme Court against the aforementioned conviction, wherein the Company appointed lawyers to file for a plea regarding the matter.
- (c) Employee benefits, depreciation, and amortization are summarized as follows:
| For the Years Ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| By function | 2019 | 2018 | |||||
| Operating | Operating | Operating | Operating | ||||
| By item | Costs | Expenses | Total | Costs | Expenses | Total | |
| Employee benefits | |||||||
| Salary | 117,960 | 117,677 | 235,637 | 129,362 | 152,070 | 281,432 | |
| Labor and health insurance | 10,350 | 11,293 | 21,643 | 9,730 | 9,493 | 19,223 | |
| Pension | 3,152 | 5,227 | 8,379 | 3,500 | 4,843 | 8,343 | |
| Remuneration of directors | ۰ | 32,160 | 32,160 | 61,589 | 61,589 | ||
| Others | 6,571 | 7,797 | 14,368 | 6,984 | 6,180 | 13,164 | |
| Depreciation | 66,406 | 200,140 | 266,546 | 62,074 | 10,797 | 72,871 | |
| Amortization | 1,571 | 2,878 | 4,449 | 1,301 | 2,676 | 3,977 |
For the years ended December 31, 2019 and 2018, the average numbers of Company employees were as follows:
| 2019 | 2018 | |
|---|---|---|
| Number of employees | 343 | 343 |
| Number of directors (non-employee) | ||
| Average employee benefit expense | 831 | 956 |
| Average employee salary expense | 699 | 835 |
| Percentage of average employee salary expense | (16.29)% |
(d) Discontinued operation:
For the higher efficiency of asset use and operation, the Board of Directors approved the steel product segment to be discontinued in December 2017, and sold the land and factories of the segment. The income and expenses of discontinued operation had been separated from the continuing operation.
Profit and loss, and cash flows generated from (used in) discontinued operations are summarized as follows:
| 2018 Results from operating activities: Revenues $\mathbb{S}$ 23,496 Costs (21, 878) (6,081) Operating expenses Other income and expenses 28 (4, 435) Operating loss Non-operating income and expenses 723 Income tax expense (3,712) Loss Gain on disposal of non-current assets held for sale Gain on disposal of non-current assets held for sale 375,757 Tax expense from disposal of non-current assets held for sale (11, 075) Profit 360,970 0.94 Basic earnings per share Diluted earnings per share 0.94 Cash flows from discontinued operation: \$ Net cash generated from operating activities 14,189 Net cash generated from investing activities 616,225 Net cash used in financing activities (146) Net cash inflow 630,268 |
For the Year Ended December 31 |
|
|---|---|---|
(Continued)
(13) Other disclosures:
Information on significant transactions: $(a)$
The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Company:
$(i)$ Loans to other parties:
| (in Thousands of NTD) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Lender | Boπower | Financial Statement Account |
Related Parties |
Highest Balance During the Period |
Ending Balance (Note 1) |
Actual Borrowing Amount |
Interest Rate |
Nature for Financing (Note 2) |
Transaction Amount for Business |
Reasons for Short-term Financing |
Allowance for Doubtful Accounts |
Item | Collateral Value |
Financing Limit for Each Borrower (Note 3) |
Aggregate Financing Limit (Note 4) |
| Tianjin CMT |
Suzhou CMB |
Accounts receivable due from related parties |
Yes | 230,000 | 215,500 | 215,500 | 0.75% | $\overline{\mathbf{2}}$ | Operation requirements |
332,070 | 442,760 | |||||
| Tianjin CMT |
CMW (Tianjin) |
Accounts receivable due from related partics |
Yes | 207,000 | 193,950 | 193,950 | 0.75% | $\overline{2}$ | Operation requirements |
$\overline{\phantom{a}}$ | 332.070 | 442.760 | ||||
| $\overline{2}$ | FAR HSING (SAMOA) |
Atraus Precision |
Accounts receivable due from related parties |
Yes | 31.600 | 29,980 | 29,980 | $1.00\%$ | $\overline{c}$ | $\overline{a}$ | Operation requirements |
$\overline{a}$ | 48,960 | 65,280 |
Note 1: Balance of loan as of the reporting date was within the credit limits approved by the Board of Directors.
- Note 2: 1. For business transactions.
-
- For the necessity of short-term financing.
- Note 3: The lender's total amount available for lending shall not exceed 30% of its net worth.
- Note 4: The lender's total amount available for lending shall not exceed 40% of its net worth.
- $(ii)$ Guarantees and endorsements for other parties:
(In Thousands of NTD) Ratio of Counter-party of Accumulated Parent Subsidiary .
Indorsement Guarantee and Limitation on Amounts of Guarantees to
Third Parties Company indorsemen Endorsement Amount of Highest Guarantees and indorsement Guarantees Property
Pledged for Buarantees and Balance for Endorsements to Maximum Guarantees to Third Partie on Behalf of Relationshi Endorsemen arantees .
Net Worth of the Amount for urd Parties on Behalf of companies i Name of with the for a Specific Ending Endorsement: Actual Guarantees Latest uarantees an Behalf of Parent Mainland Company
(Note 3) Company Guarantor/ Enterprise During Balance Borrowing and Financial -
Endorsements Subsidiary China Endorse $\overline{\text{Note}}$ Name (Note 1) the Period Note2 Amount $(Note 5)$ $(Note 3)$ statements (Note 3) rsemer $\pmb{0}$ The sunflower ī 4,755,678 220,000 110,000 59,500 0.93 % 5.944.598 $\overline{N}$ $\overline{N}$ Sompany Investmen $\overline{0}$ The Hotel 4.755.678 100,000 100,000 50,000 0.84% 5.944.598 $\overline{\mathbf{v}}$ $\overline{\mathbf{v}}$ $\overline{\pi}$ lThe $\mathbf{I}$ l. Company National $\overline{0}$ Shangrila 4.755.678 702.500 652.500 422.500 $5.49%$ 5,944,598 $\overline{\mathbf{Y}}$ $\overline{\mathbf{N}}$ $\overline{\mathbf{N}}$ The $\overline{1}$ Company Tourism 5 4.755.678 $2,100,000$ 1,900,000 1,640,000 15.98 % 5,944,598 $\overline{\mathbf{x}}$ $\overline{N}$ $\overline{\mathbf{N}}$ $\overline{0}$ $\overline{\text{The}}$ The Ţ .
Splendor Company i
ospitalit $\overline{2}$ 4,755,678 95,680 45,680 45,680 $0.38%$ 5.944.598 $\overline{\mathbf{N}}$ $\overline{\mathbf{N}}$ $\overline{\mathbf{N}}$ $\overline{0}$ The MAAN Company Health $\overline{A}$ 55.024 $59.90$ 56.829 $53.285$ $\overline{\mathbf{N}}$ $\overline{\mathbf{N}}$ $\mathbf{I}$ MAI N.A. Pilot 103.28% 55.024 $\overline{N}$ J. $(Note 6)$ 3,914,476 1,975,061 1,504,888 1,504,888 $1538%$ $\overline{2}$ kм tjea $\overline{\mathbf{3}}$ 4,893,095 $\overline{\mathbf{N}}$ $\overline{\mathbf{N}}$ $\overline{\mathbf{N}}$
Note 1: 1. The Company held directly or indirectly more than 50% of the shares with voting rights.
2.Due to the joint investment relationship, all of the shareholders of the Group endorse the company in accordance with their investment ratio.
-
- The company held directly or indirectly more than 50% of the shares with voting rights.
-
- The company held directly or indirectly more than 90% of the shares with voting rights.
- Note 2: Balance of guarantees and endorsements as of the reporting date was within the credit limit approved by the Board of Directors.
- Note 3: The following three situations are filled in Y: the endorsement of the subsidiary by the Company; the endorsement of the Company by the subsidiary and the endorsement to the company located in Mainland China.
- Note 4: The guarantor's total amount available for guarantee and endorsement shall not exceed the percentage mentioned below of its net worth: The Company 40%, CMAI N.A.100%, and CMI 40%.
(Continued)
- Note 5: The guarantor's total amount available for guarantee and endorsement shall not exceed the percentage mentioned below of its net worth: The Company 50%, CMAI N.A.100%, and CMI 50%.
- Note 6: The amount that CMAI N.A. guaranteed and endorsed for Pilot exceeded the maximum amount. The Group has developed and executed the improvement plan.
- (iii) Securities held as of December 31, 2019 (excluding investment in subsidiaries, associates and joint ventures):
| Relationship Category and |
Ending Balance Percentage of |
||
|---|---|---|---|
| Name of with Issued |
|||
| Shares/Units Name of Holder Security Company Account |
Ownership (%) Carrying Value |
Fair Value | Note |
| The Company is Non-current financial 1,351,164 MEITA Industrial Co The Company |
135,300 $3.12 \%$ |
135,300 | |
| the legal person lassets at FVOCI Ltd. |
|||
| 112,574 The Company YUHUA Venture Non-current financial |
1.25% 830 |
830 | |
| lassets at FVOCI Capital Co., Ltd. |
|||
| 86,625 Non-current financial The Company FUHUA Venture |
1.67% 1.920 |
1,920 | |
| Capital Co., Ltd. assets at FVOCI |
|||
| 5,000,000 The Company GUANGYUAN Non-current financial |
44,080 3.91 % |
44,080 | |
| Investment Co., Ltd. assets at FVOCI |
|||
| 5,200,000 The Company is Non-current financial The Company DEVELOPMENT |
33,935 4.00 % |
33.935 | |
| the legal person Venture Capital Co., assets at FVOCI |
|||
| Ltd. | |||
| Current financial assets 81,666 The Company Pacific Electric Wire |
0.01% | ||
| & Cable Co., Ltd. lat FVTPL |
|||
| 800,000 Current financial assets Sunflower YungTay Engineering |
51,440 0.19% |
51,440 | |
| at FVTPL Co., Ltd. nvestment |
|||
| 100,000 Non-current financial 1. COM. INC. Sunflower |
0.52% | ||
| assets at FVOCI nvestment |
|||
| 35,600 Century National The Hotel National Non-current financial |
2.34% | ||
| Technology Co., Ltd. lassets at FVOCI |
- (iv) Individual securities acquired or disposed of with accumulated amount exceeding NT\$300 million or 20% of the capital stock: None
- Information on the acquisition of real estate exceeding NT\$300 million or 20% of the capital stock: $(v)$
| (In Thousands of NTD) | |||
|---|---|---|---|
| Prior Transaction with Related Party | Purpose of | ||
| Acquisition | |||
| Price | and Current |
| Prior Transaction with Related Party | Purpose of | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of | Type of | Transaction | Transaction | Nature of | Price | Acquisition and Current |
||||||
| Company | Property | Date | Amount | Amount Paid Counter-party Relationship | Owner | Relationship Transfer Date | Amount | Reference | Condition | Others | ||
| The | pieces of land | September | 2,294,620 Fully paid-up Natural | The appraisal To optimize | None | |||||||
| Company | located between | 111. 2019 | persons | reports and | the use of | |||||||
| INo. 235-217 and | market price | assets of the | ||||||||||
| No. 243-2. | Company by | |||||||||||
| Houlongzi Section, | expanding its | |||||||||||
| West District. | land for future | |||||||||||
| Taichung City | development. | |||||||||||
- (vi) Information on the disposal of real estate exceeding of NT\$300 million or 20% of the capital stock: None
- (vii) Information regarding related-party transactions for purchases and sales exceeding NT\$300 million or 20% of the capital stock:
| Transaction Details | Transactions with Terms Different from Others |
Notes/Accounts Receivable (Pavable) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of | Nature of | Percentage of Total |
Percentage of Total Notes/Accounts Receivable |
||||||||
| Company | Related Party | Relationship | Purchase/Sale | Amount | Purchases/Sales Payment Terms | Unit Price | Payment Terms Ending Balance I | (Payable) | Note | ||
| Suzhou CMS | Ісмі | Subsidiaries | Sale | .105.831 | 33.14 % | $120 - 180$ days | 1,313,103 | 66.86% | |||
| CMW (Tianjin) CMW (C.I.) | Subsidiaries | Sale | 1.405.596 | 34.50 % | $120 - 180$ days | 1,519,314 | 53.77% |
$(L, Thomend, c^{\text{ENT}})$
(viii) Receivables from related parties with amounts exceeding the lower of NT\$100 million or 20% of the capital stock:
(In Thousands of NTD/In CNY)
| Name of | Nature of | Ending | Turnover | Overdue | Amounts Received in | Allowance | ||
|---|---|---|---|---|---|---|---|---|
| Company | Counter-party | Relationship | Balance | Rate | Ainount | Action Taken | Subsequent Period | for Bad Debts |
| CMI | CMB (H.K.) | Parent company | Accounts receivable due from | |||||
| related parties, other 208,194 | ||||||||
| $CMW$ (C.I.) | CMI | Subsidiaries | Accounts receivable due from | CNY 2,800,000 |
||||
| related parties, other 2,212,435 | ||||||||
| CMW(C.1.) | CMW (Tianjin) | Parent company | Accounts receivable due from | ۰ | ||||
| related parties, other 419,620 | ||||||||
| $\mathbb{C}\mathbf{MP}$ (H.K.) | CMI | Subsidiaries | Accounts receivable due from | |||||
| related parties, other 357,905 | ||||||||
| CMW (Tianjin) | CMW (C.I.) | Subsidiaries | Accounts receivable due from | 0.92 | CNY 57,411,454 |
|||
| related parties 1,519,314 | ||||||||
| Tianjin CMT | lсмі | Subsidiaries | Accounts receivable due from | |||||
| related parties 283.036 | ||||||||
| Tianjin CMT | CMW (Tianjin) | Affiliates | Accounts receivable due from | |||||
| related parties, other 195,950 | ||||||||
| Tianjin CMT | Suzhou CMB | Affiliates | Accounts receivable due from | |||||
| related parties, other 215,500 | ||||||||
| Suzhou CMS | CМI | Subsidiaries | Accounts receivable due from | 0.81 | CNY 71,869.133 |
|||
| related parties 1.313.103 |
- (ix) Trading in derivative instruments: None
- (b) Information on investees:
The following is the information on investees for the years ended December 31, 2019 (excluding information on investees in Mainland China):
| Original Investment Amount | Balance as of December 31, 2019 | Net Income | Share of | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Investor | Name of Investee | Location | Main Businesses |
December 31, 2019 | December 31, 2018 | Shares | Percentage of Ownership |
Carrying Value |
(Losses) of Investee |
Profits/Losses of Investee |
Note |
| The Company | ΈA | British Virgin Islands |
nvesting in CMI | 865,286 | 865,286 | 667,820 | 100.00% | 6,773,893 | 638,526 | 638,526 Subsidiaries | |
| The Company | Sunflower Investment | Taiwan | Investing | 99,000 | 99.000 | 67,006,291 | 99.00% | 867,468 | 367 | 363 Subsidiaries | |
| The Company | Atrans Precision | Taiwan | Vehicle parts processing | 236,780 | 236,780 | 25,149,502 | 70.47 % | 406,647 | 49,126 | 34,620 Subsidiaries | |
| The Company | CMJ | Japan | Cast iron product retailing |
4,887 | 4,887 | 500 | 83 33 % | 64,243 | 26,890 | 22,408 Subsidiaries | |
| The Company | CMAI | Hong Kong | Vehicle parts retailing | 71,644 | 71,644 | 2,820,000 | 94.00% | 196,500 | 1,750 | 1,645 Subsidiaries | |
| The Company | Pu Sheng Construction Taiwan | Residents, commercial buildings and factories leasing and developing |
30 | 30 | 3,000 | 30.00 % | 9,983 | (488) | (146) Subsidiaries | ||
| The Company | PUJEN Land Development |
Taiwan | Residents, commercial buildings and factories leasing and developing |
2,003,067 | 2,003,067 | 158,877,643 | 56 65 % | 3,911,930 | (9, 226) | (4,852) Subsidiaries | |
| The Company | Amida Trustlink AssetsTaiwan | Real estate developing, leasing and financial claims acquiring from inancial institutions |
44,576 | 44,576 | 16,763,726 | 35.21 % | (21,760) | (659) | Investees accounted for using equity method |
||
| The Company | The Hotel National | Taiwan | International tourist hotel services and other hotel business approved by the Ministry of Transportation and ommunications |
1,304,549 | 1,304,549 | 31,200,000 | 100.00 % | 787,160 | (42, 239) | (44,130) Subsidiaries | |
| The Company | National Management | Taiwan | Management and consulting services |
10,000 | 10,000 | 1.000.000 | 100.00 % | 15,769 | 815 | 815 Subsidiaries | |
| The Company | The Splendor Hospitality |
Taiwan | International tourist hotel services |
975,000 | 975,000 | 97,500,000 | 50.00% | 328.832 | (28, 830) | (27.481) Joint ventures accounted for using equity method |
|
| The Company | Shangrila Tourism | Taiwan | Amusement park and notel services |
359,470 | 359,470 | 18, 131, 840 | 80.00 % | 202,670 | (23, 427) | (17,552) Subsidiaries | |
| The Company | CMAAN Health | Taiwan | Management and consulting services |
50,000 | 50,000 | 5,000,000 | 50.00 % | 46,851 | 2.368 | 838 | Joint ventures accounted for using equity method |
| Sunflower Investment |
PUJEN Land Development |
Taiwan | Residents, commercial buildings and factories easing and developing |
280,768 | 280,768 | 42,269,213 | 15 07 % | 1,005,425 | $(9,226)$ Exempt from disclosure |
Subsidiaries of the Company |
|
| Sunflower Investment |
Atrans Precision | Taiwan | ehicle parts processing | 77,836 | 76,878 | 4,737,380 | 13.27% | 75,904 | 49,126 Exempt from disclosure |
Subsidiaries of the Company |
|
| Sunflower Investment |
Amida Trustlink Assets Taiwan | Real estate developing, easing and financial claims acquiring from financial institutions |
5,951,619 | 12.50 % | (7, 726) | (659)Exempt from disclosure |
nvestees accounted for using equity method |
||||
| Sunflower Investment |
ADVANCISION CAYMAN |
Taiwan | Investing and cast iron product retailing |
29,154 | 29,154 | 1,871,288 | 4.46% | 31,333 | $1000$ Exempt from disclosure |
nyestee accounted for ising equity method |
|
| Sunflower investment |
Fantasystory | Faiwan | Interior design, landscape design, and urban renewa |
19.793 | 1,743 | 19.80 % | 19,593 | $(1,818)$ Exempt from disclosure |
nvestee accounted for isina equity method |
||
| UEA | CМI | Cayman Islands | Investing in CMI (BVI) and cast iron product retailine |
136,536,250 USD JSD |
136,536,250 | 823, 281, 475 | 82 55 %USD | 273,842,576 USD | 27,088,436 | Exempt from disclosure |
Subsidiaries of UEA |
| CМI | CMI (BVI) | British Virgin Islands |
Investing in CMP (H.K.) $\overline{\text{USD}}$ | 280,426 USD | 280,426 | 161 | 100 00 %CNY 1,118,109,192 CNY | 89,032,559 | Exempt from disclosure |
Subsidiaries of CMI | |
(In Thousands of NTD/In USD and CNY)
$\mathcal{A}$
| Original Investment Amount | Balance as of December 31, 2019 | Net Income | Share of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Main | Percentage of | Carrying | (Losses) | Profits/Losses | |||||||||
| Name of Investor | Name of Investee | Location | Businesses | December 31, 2019 | December 31, 2018 | Shares | Ownership | Value | of Investee | of Investee | Note | ||
| CMI | CMW(CI) | Cayman Islands | Investing in CMW (Tianjin) and CMH |
USD | 75,156,500 USD | 75,156,500 | 50,000,000 | 100 00 %CNY 1,689,616,085 | CNY | 94,513,552 | Exempt from disclosure |
Subsidiaries of CMI | |
| CМI | CMB (H.K.) | Hong Kong | Investing in Suzhou CMB | USD | 85,820,000 USD | 85,820,000 | 82,000,000 | 100 00 % CNY | 585,620,222 | CNY | 4.988.779 | Exempt from disclosure |
Subsidiaries of CMI |
| CMI(BVI) | CMP(HK) | Hong Kong | Investing in Tianjin CMT USD and Suzhou CMS |
21,000,000 USD | 21,000,000 | 21,000,000 | 100 00 %CNY 1,120,789,818 CNY | 89.032.559 | Exempt from tisclosure |
Subsidiaries of CMI(BVI) |
|||
| CMAI | CMAI Holding | USA | Investing | JSD | 8,328,644 USD | 8,328,644 | 8,328,644 | 100.00 %IUSD | 2,587,571 USD | (140, 726) Exempt from isclosure |
Subsidiaries of CMAI | ||
| CMAI Holding | Pilot | USA | Assets leasing | JSD | 8,328,644 USD | 8,328,644 | 8,328,644 | 100.00 %USD | 2,587,571 IUSD | (140,726) Exempt from disclosure |
Subsidiaries of CMAI Iolding |
||
| Pilot | CMAIN.A | USA | Vehicle parts retailing | JSD | 7,792,972 USD | 7,792,972 | 7,792,972 | 100 00 %USD | 1.835,368 | lusd | (242,735) Exempt from disclosure |
Subsidiaries of Pilot | |
| Atrans Precision | FAR HSING SAMOA) |
SAMOA | Investing | USD | 4,922,055 USD | 4,922,055 | 4,922,055 | 100.00% | 163,201 | 484 Exempt from disclosure |
Subsidiaries of Atrans Precision |
||
| Atrans Precision | Acore Material | Taiwan | Mechanical equipment, electronic parts and other equipment manufacturing |
31,000 | 31,000 | 775,000 | 21.23 % | $(10,522)$ Exempt from lisclosure |
Associates of Atrans Precision |
||||
| AR HSING (SAMOA) |
ADVANCISION (CAYMAN) |
Cayman Islands | Investing and cast iron product retailing |
JSD | 4,959,029 USD | 4,959,029 | 9,068,414 | 21 59 %USD | 4,315,680 USD | 33.518 Exempt from disclosure |
Investees of FAR HSING (SAMOA) accounted for using equity method |
||
| UJEN Land Development |
Pu Sheng Construction Taiwan | Residents, commercial uildings and factories easing and developing |
20 | 20 | 2,000 | 20 00 % | 6,655 | (488) Exempt from disclosure |
Subsidiaries of the Company |
||||
| UJEN Land Development |
Keng-Hsin Urban Renewal |
Taiwan | Residents, commercial buildings and factories leasing and developing |
250,928 | 250,928 | 32,864,188 | 30 00 % | 318,013 | $(6.812)$ Exempt from disclosure |
Investees of PUJEN Land Development accounted for using equity method |
|||
| UJEN Land Development |
CHINGENG Land Development |
Taiwan | Residents, commercial buildings and factories easing and developing |
72,500 | 82,500 | 7,250,000 | 50 00 % | 69,490 | 2 Exempt from disclosure |
Subsidiaries of PUJEN Land Development |
|||
| PUJEN Land Development |
PUJEN CHENGMEI Land Development |
Taiwan | lesidents, commercial buildings and factories easing and developing |
59,500 | 59,500 | 5,950,000 | 70.00% | 40,896 | (9,408) Exempt from disclosure |
Subsidiaries of PUJEN Land Development |
|||
| PUJEN Land Development |
PUCHIA Land Development |
Taiwan | Residents, commercial buildings and factories easing and developing |
35,000 | 35,000 | 3,500,000 | 50.00 % | 27,902 | (253) Exempt from disclosure |
Subsidiaries of PUJEN and Development |
|||
| PUJEN Land Development |
Shangrila Tourism | Taiwan | Amusement park and hotel services |
89,867 | 89,867 | 4,532,960 | 20 00 % | 50,667 | $(23,427)$ Exempt from disclosure |
Subsidiaries of the Company |
|||
| PUJEN Land Development |
Hua-Pu Development | Taiwan | Residents, commercial buildings and factories leasing and developing |
5,000 | 5,000 | 500,000 | 50 00 % | 5,130 | 109 Exempt from disclosure |
Joint ventures of PUJEN Land Development accounted for using equity method |
|||
| PUJEN Land Development |
Beyond Fitness | Taiwan | Sport training and other consulting service |
4,050 | 3,000 | 405,000 | 36.82 % | 3,424 | 2.135 Exempt from disclosure |
Investees of PUJEN Land Development accounted for using equity method |
(c) Information on investment in mainland China:
(i) The names of investees in Mainland China, the main businesses and products, and other information:
| (In Thousands of NTD, CNT, USD and JPT) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accumulated | Accumulated | Accumulated | ||||||||||
| Total | Method | Outflow of | Investment Flows | Outflow of | Net | Investment | Remittance of | |||||
| Amount | of | Investment from | Investment from | Income | Percentage | Income | Book | Earnings in | ||||
| Name of | Main | of Paid-in | Investment | Taiwan as of | Taiwan as of | (Losses) | of | (Losses) | Value | Current Period | ||
| Investee | Businesses | Capital | (Note 1) | January 1, 2019 | Outflow | Inflow | December 31, 2019 of the Investee | Ownership | (Notes 2,3) | (Note 3) | (Note 5) | |
| Fianjin CMT | Cast iron products, machine | 899,400 | $\overline{2}$ | 388,238 | 388,238 | (6,958) | 82.55% | (5,744) | 1,106,900 | 82,542 | ||
| parts and vehicle parts | (USD 30,000) | (CNY(1,557)) | (CNY(1, 285)) | (CNY 256, 821) | ||||||||
| designing, developing, | ||||||||||||
| manufacturing and selling | ||||||||||||
| Suzhou CMS | Cast iron products, machine | 719,520 | $\overline{2}$ | 423,406 | 423,406 | 402,729 | 82,55% | 332,343 | 3,363,545 (CNY 780,405) |
14,601 | ||
| parts and vehicle parts | (USD 24,000) | (CNY90,096) | (CNY74,350) | |||||||||
| designing, developing, | ||||||||||||
| manufacturing and selling | $\overline{2}$ | 35,979 | 82.55% | 29,701 | 2,689,730 | |||||||
| Suzhou CMB | Cast iron product designing, | 2,458,360 (USD 82,000) |
۰ | ٠ | (CNY8,049) | (CNY 6,644 | (CNY 624,067) | |||||
| manufacturing and retailing | $\overline{2}$ | 378,751 | 82.55% | 316,099 | 4,223,342 | |||||||
| 2MW | Vehicle parts, E&M as- | 959,360 (USD 32,000) |
(CNY84,732) | (CNY70,716) | (CNY979,894) | |||||||
| Tianjin) | casting and finished product | |||||||||||
| developing, manufacturing and selling |
||||||||||||
| CMH | Vehicle parts, farm wagon | 586.559 | $\overline{2}$ | (876) | 82.55% | (724) | 584,430 | |||||
| parts, industrial wagon parts | (USD 19,565) | (CNY(196)) | (CNY(162)) | (CNY135,599) | ||||||||
| household appliances parts | ||||||||||||
| and E&M as-casting and | ||||||||||||
| molds developing. | ||||||||||||
| manufacturing, selling and | ||||||||||||
| after sales services | ||||||||||||
| Oinxin Trade | Vehicle parts retailing | 4,197 | $\overline{2}$ | ٠ | ٠ | 159 | 94.00% | 150 | 4,400 | |||
| (USD) 140 |
(USD5) | (USDS) | (USD 147 |
|||||||||
| Qingdao | Cast iron product retailing | 2,998 | $\overline{2}$ | 11,697 | 83.33% | 9.747 | 31,527 | |||||
| Sourcing | (USD 100 |
(JPY41,230) | (JPY 34.357) | (IPY114,226) | ||||||||
| Specialists | ||||||||||||
(In Thousands of NTD, CNIV, HED and IDV)
(Continued)
(ii) Limitation on investment in Mainland China:
(In Thousands of NTD and USD)
| Accumulated Investment in Mainland China as l of December 31, 2019 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on Investment (Note 4) |
|---|---|---|
| 811.644 | 6,254,457 | |
| (USD 208, 621) |
Note 1: Method of investment is classified into three types:
-
Directly invested in Mainland China.
-
Indirectly invested in Mainland China through the third region.
-
Other methods.
Note 2: The recognition basis of the investment income and losses is the financial report audited by an international accounting firm which is in partnership with the accounting firm in the R.O.C.
Note 3: The amount stated is the investment income and losses and the book value of the investment at the end of the period which is recognized by the subsidiaries established through the investment in the third region.
- Note 4: The Company complies with the amended Permit 9704604680 'Investment or technical cooperation review principal in China'. which obtained the certification documents of the operational scope of the operational headquarters from the Industrial Development Bureau, Ministry of Economic Affairs. The restriction on the cumulative investment amount or proportion in China is not applicable.
- Note 5: As of December 31, 2019, the Company had obtained a surplus of \$2,213,997 thousand (USD71,955 thousand) from the investment companies set up in the third region. The surplus was remitted to the companies by the subsidiaries which was invested indirectly in China and then was remitted to Taiwan. It was impossible to distinguish the remittance from the company in China.
- Note 6: The amount in the table is translated by the spot rate on the financial reporting date.
- (iii) Significant transactions: None
(14) Segment information:
The segment information please refer to the consolidated financial statement for the year ended December 31, 2019.
Statement of Cash and Cash Equivalents
December 31, 2019
(In Thousands of New Taiwan Dollars)
| Item | Description | Amount |
|---|---|---|
| Cash on hand | \$ 1,400 |
|
| Cash in transit | 2,473 | |
| Cash in banks | Checking accounts deposits | 32 |
| Demand deposits | 161,341 | |
| Foreign currency deposits USD9,306 thousand | 278,980 | |
| EUR1,404 thousand | 47,170 | |
| JPY40,903 thousand | 11,289 | |
| CNY321 thousand | 1,385 | |
| Foreign currency time deposits USD9,893 thousand | 296,592 | |
| 800,662 |
Statement of Inventories
| Amount | |||||
|---|---|---|---|---|---|
| Item | Cost | Net Realizable Value |
Note | ||
| Raw materials | \$ | 4,522 | 2,796 | NRV | |
| Materials | 5,399 | 4,668 | $^{\prime\prime}$ | ||
| Work in process | 68,557 | 68,557 | $\prime$ | ||
| Semi-finished goods | 55,016 | 53,254 | $\boldsymbol{\mathit{II}}$ | ||
| Finished goods (including inventories in transit) | 50,910 | 48,868 | $^{\prime\prime}$ | ||
| Merchandise | 4,237 | 4,237 | $^{\prime\prime}$ | ||
| Less: Allowance for inventory write-down | (6,261) | ||||
| Total | S | 182,380 | 182,380 |
| I í |
|---|
| ۱ |
Statement of Changes in Investments Accounted for Using the Equity Method
December 31, 2019
(In Thousands of New Taiwan Dollars)
$\mathcal{L}$
$\ddot{\phantom{a}}$
| Collateral None4 None Note3 None (132, 181) Total amount 6,752,978 403,092 64,243 9,982 3,781,257 284,929 15,769 24,953 867,468 10,724 196,500 46,851 Market Value or Net Assets Value (4.24) 16.03 2.92 15.77 58 9.37 10,111.97 12.95 128,486.37 0.64 69.68 3,327.26 23.80 Unit price (21,760) 64,243 6,773,893 406,647 196,500 9,983 3,911,930 787,160 328,832 15,769 867,468 202,670 13,590,186 46,851 Amount 100.00 70.47 83.33 94.00 30.00 56.65 50,00 Ending Balance 99.00 35.21 100.00 50.00 100.00 80,00 Percentage of Ownership 500 25,149,502 3,000 158,877,643 31,200,000 1,000,000 18,131,840 667,820 16,763,726 2,820,000 97,500,000 5,000,000 67,006,29 Shares Comprehensive at Fair Vahe Through Other Income (259) (1,023) (280) (205) $\frac{6}{10}$ 1.657) Joint Ventures Associates and Subsidiaries, Income of (502) (5,193) (429) $\frac{1}{2}$ Ξ E (6, 014) Z, Accounted for $\overline{\bullet}$ Using Equity Investments Method ı (1,546) (4,305) (4, 807) (267,348) (2,034) Translation of (280,040) Statements Financial Foreign ı (146) (4,852) (27,481) (17, 552) (44, 130) 1,645 815 838 605,054 638,526 363 34,620 22,408 Using Equity Accounted for Investments Method 239,616 8,120 8,768 37,367 397,194 $-780,173$ 87,108 2,000 Amount Deduction Shares 1,486 Amount Addition Shares (21,760) 47,496 667,820 \$ 6,642,833 961,699 377,287 208,407 4,314,685 831,434 16,995 220,113 51,501 354,827 S 14,050,807 45,290 Amount Beginning Balance |
Profit (Loss) Share of |
Exchange | Changes in | Share of Other | Gains (Losses) from Financial Unrealized |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ā | )ifference on | Equity of | Comprehensive | Assets Measured | ||||||||
| Shares | ||||||||||||
| 67,006,291 | ||||||||||||
| 25,149,502 | ||||||||||||
| SOO | ||||||||||||
| 16,763,726 | ||||||||||||
| 2,820,000 | ||||||||||||
| 3,000 | ||||||||||||
| 158,877,643 | ||||||||||||
| 31,200,000 | ||||||||||||
| 97,500,000 | ||||||||||||
| 1,000,000 | ||||||||||||
| 18,131,840 | ||||||||||||
| 5,000,000 | ||||||||||||
Note 1: The decreasing amounts of this period are the cash dividend amounted to \$780,173.
Note 2: The increasing amount of this period is the additional guarantee provision amounted to \$2,209 thousand.
Note 3: 76,180,771 shares of the Company were pledged as collateral for obtaining credit limits.
Note 4: 31,200,000 shares of the Company were pledged as collateral for obtaining credit limits.
Statement of Property, Plant and Equipment
For the Year Ended December 31, 2019
(In Thousands of New Taiwan Dollars)
Please refer to Note 6(h), for the regarding information.
Statement of Short-term Borrowings
December 31, 2019
| Interest | Credit | Mortgage | ||||||
|---|---|---|---|---|---|---|---|---|
| Loan Type | Lender | Amount | Financing Period | Rates | Line | Guarantee | Note | |
| Unsecured | Shin Kong Dunnan Branch | S | 150.000 | 2019.12.04~2020.01.06 | 1.18% | ۰ | ||
| Unsecured | The Export-Import Bank of the Republic of China |
150.000 | 2019.01.22~2020.03.20 | $0.92\%$ | ||||
| Unsecured | Taipei Fubon | 100,000 | 2019.12.24~2020.06.19 | 1.09% | $\bullet$ | ۰ | ||
| Ъ | 400,000 |
Statement of Short-term Bills Payable
$\sim 10^{-1}$
| Amount | |||||||
|---|---|---|---|---|---|---|---|
| Item | Guarantee or Acceptance Institution |
Financing Period |
Interest Rates |
Total Amount |
Unamortized Discount |
Carrying Amount |
Note |
| Short-term Bills Payable |
Mega Bills | 2020.02.05 | 1.118% | 100.000 | (107) | 99,893 |
Statement of Long-term Borrowings
December 31, 2019
(In Thousands of New Taiwan Dollars)
| Amount | ||||||
|---|---|---|---|---|---|---|
| Interest | Due within | Due over | ||||
| Creditor | Description | Financing Period | Rates | one year | one year | Collateral |
| Shin Kong Bank | Secured Borrowings |
2019.09.02~2022.09.02 | 1.18% | 300,000 | Note 1 | |
| Bank SinoPac | Secured Borrowings |
2019.05.31~2022.07.31 | 1.00% | ä, | 1,300,000 | Notes 2 and 3 |
| CTBC Bank | Secured Borrowings |
2019.02.28~2021.02.28 | 1.28% | 500,000 | Note 1 | |
| Mega Bank | Secured Borrowings |
2019.08.17~2021.08.16 | 1.25% | 250,000 | Note 2 | |
| Mega Bank | Secured Borrowings |
2019.08.17~2021.08.16 | 1.20% | 200,000 | Note 2 | |
| O-Bank Co., Ltd. | Unsecured Borrowings |
2019.06.05~2021.06.04 | 1.37% | 200,000 | ||
| En Tie Commercial Bank | Unsecured Borrowings |
2019.12.18~2021.12.18 | 1.25% | 300,000 | ||
| Jih Sun Bank | Unsecured Borrowings |
2019.12.02~2021.12.01 | 1.25% | 199,000 | ||
| Cathay United Bank | Unsecured Borrowings |
2019.12.25~2022.01.21 | 1.20% | 100,000 | ||
| Bank of Taiwan | Unsecured Borrowings |
2019.12.10~2021.12.10 | 1.25% | 100,000 | ||
| KGI Bank | Unsecured Borrowings |
2019.12.06~2021.12.06 | 1.25% | 250,000 | ||
| Land Bank of Taiwan | Unsecured Borrowings |
2019.01.10~2021.01.10 | 1.25% | 150,000 | ||
| Yuanta Bank | Unsecured Borrowings |
2019.10.25~2021.10.25 | 1.28% | 150,000 | ||
| Taishin International Bank | Unsecured Borrowings |
2019.12.20~2021.12.31 | 1.18% | 300,000 | ||
| Bank of Panhsin | Unsecured Borrowings |
2019.12.20~2021.12.20 | 1.30% | 50,000 | ||
| Bank of East Aisa | Unsecured Borrowings |
2019.12.20~2021.12.20 | 1.29% | 200,000 | ||
| Bank SinoPac | Land Loan | 2019.12.04~2022.12.04 | 1.70% | 1,606,234 | Note 4 | |
| Bank SinoPac | Syndicated Loan |
2019.10.15~2024.10.15 | 2.00% | 9,000 | Note 1 | |
| Less: Issuance Cost | \$ $\blacksquare$ |
(39) 6,164,195 |
Note 1: The collateral is the shares of long-term investments accounted for using equity method.
Note 2: The collateral is the land and buildings in Taipei.
Note 3: The collateral is the land and buildings in Hsinchu.
Note 4: The collateral is the land and buildings in Taichung.
Statement of Operating Revenue
For the Year Ended December 31, 2019
(In Thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Manufacturing: | |
| Cast iron products | \$ 845,386 |
| Department Store: | |
| Rental revenue | 42,521 |
| Counter commissions | 269,599 |
| Subtotal | 312,120 |
| Other operating revenue | 34,184 |
| Net operating revenue | 1,191,690 |
Note: The above amount had been deducted the allowance of sales return and discount amounted to \$34,132 thousand.
Statement of Operating Costs
For the Year Ended December 31, 2019
(In Thousands of New Taiwan Dollars)
| Item | Amount |
|---|---|
| Raw Material | |
| Balance on January 1 | \$ 8,507 |
| Add: Purchases | 171,126 |
| Gain on physical inventory count of raw material | 2,407 |
| Less: Balance on December 31 | (4,522) |
| Transfer to expenses | (166) |
| Raw material used in this period | 177,352 |
| Material | 6,920 |
| Balance on January 1 | 117,383 |
| Add: Purchases Less: Balance on December 31 |
(5,399) |
| Transfer to expenses | (44, 724) |
| Loss on physical inventory count of material | (339) |
| Disposal of material | (223) |
| Material used in this period | 73,618 |
| Direct labor | 74,167 |
| Manufacturing overhead | 383,903 |
| Manufacturing costs | 709,040 |
| Add: Balance of work in process on January 1 | 34,131 |
| Less: Balance of work in process on December 31 | (68, 557) |
| Add: Balance of semi-finished goods on January 1 | 29,025 |
| Purchases | 30,708 |
| Less: Loss on physical inventory count | (32) |
| Balance of semi-finished goods on December 31 | (55,016) |
| Transfer to expenses | (6,047) |
| Cost of finished goods | 673,252 |
| Add: Balance of finished goods on January 1 | 32,761 |
| Purchases | (6) |
| Less: Loss on physical inventory count of finished goods | (405) |
| Balance of finished goods on December 31 | (50, 910) |
| Transfer to expenses | (1, 849) |
| Cost of goods sold—Finished goods | 652,843 |
| Balance of merchandise on January 1 | 7,936 |
| Add: Purchases | 6,087 |
| Less: Balance of merchandise on December 31 | (4,237) |
| Transfer to expenses | (1,007) |
| Transfer to fixed assets | (345) |
| Cost of goods sold – Merchandise | 8,434 |
| Add: Raw material and mold cost | 10,441 |
| Disposal loss and others | 2,770 (3,741) |
| Less: Loss from inventory write-down and gain from reversal of write-down Gain on physical inventory count |
(1,631) |
| Income from sale of scraps and others | (1,697) |
| Operating costs | \$ 667,419 |
Statement of Operating Expenses
For the Year Ended December 31, 2019
(In Thousands of New Taiwan Dollars)
| Item | Selling Expenses | Administrative Expenses |
Research and Development Expenses |
|---|---|---|---|
| Salary expense | \$ 7,602 |
142,235 | |
| Freight charges | 7,227 | 39 | |
| Export expense | 8,526 | ||
| Administrating expense | 100,277 | ||
| Depreciation | 349 | 199,791 | |
| Other (Each of the items was less than 5% of the total account balance) |
4,595 | 107,166 | 75 |
| 28,299 | 549,508 | 75 |