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ACC — Audit Report / Information 2019
Nov 14, 2019
51736_rns_2019-11-14_51f8bc5e-3df8-4bcd-8f68-704f9257acbb.pdf
Audit Report / Information
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Asia Cement Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
ASIA CEMENT CORPORATION
By
DOUGLAS TONG HSU Chairman
March 25, 2020
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Asia Cement Corporation
Opinion
We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:
Estimated Impairment of Trade Receivables
The estimated provision for impairment of trade receivables is based on the assumptions of defaults and expected loss rates. The assumptions and selection of inputs for impairment calculation are based on the Group’s historical experience, existing market conditions as well as forward looking estimates. When the actual future cash flows are less than expected, a material impairment loss may arise, refer to Notes 5 and 13 to the consolidated financial statements. Because key assumptions and inputs used for measuring expected credit losses on trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables as one of the key audit matters.
The corresponding audit procedures that we performed for the estimated impairment of trade receivables are as follows:
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We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.
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We evaluated the reasonableness of allowance for impairment loss by testing the aging of trade receivables and by quantifying the potential risk of trade receivables that were overdue at the balance sheet date.
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We tested the recoverability of the trade receivables by vouching cash receipts after the balance sheet date.
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For the estimated impairment of accounts receivable, we evaluated the adequacy of management’s provision for impairment based on customers’ past default experience, current financial position, any collateral pledged, existing market conditions as well as forward looking estimates.
Fair Value Measurement of Investment Properties
The Group’s investment properties are subsequently measured using the fair value model and valued by an independent qualified professional appraiser, a member of the ROC certified real estate appraisers, refer to Notes 5 and 18 to the consolidated financial statements. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.
The corresponding audit procedures that we performed for the fair value measurement of investment properties are as follows:
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We assessed the professional competence and independence of the appraiser engaged by management and we obtained an understanding of the appraiser’s scope of work and process of engagement to confirm that no circumstances affect the appraiser’s independence and limit the scope of his work.
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We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
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We sample-tested items from management’s supporting documents, which include the effective gross income, expenses, and property rights of land and buildings to verify the valuation process used by management and recalculated the fair value of investment properties to assess the reasonableness of management’s calculation.
Other Matter
The financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using equity method, were audited by other auditors as of December 31, 2019 and 2018. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2019 and 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$12,024,837 thousand and NT$10,217,370 thousand, respectively, both representing 4% of the consolidated total assets. For the years ended December 31, 2019 and 2018, the share of profit or loss of CSCGL was NT$2,211,559 thousand and NT$376,557 thousand, respectively, representing 8% and 2%, respectively, of the consolidated profit before income tax.
We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion with other matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 consolidated financial statements.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated 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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated 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 auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with 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 consolidated financial statements for the year ended December 31, 2019 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.
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The engagement partners on the audit resulting in this independent auditors’ report are Tai, Xin Wei and Fan, Yu Wei.
Deloitte & Touche Taipei, Taiwan Republic of China March 25, 2020
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 37) Financial assets at fair value through profit or loss - current (Notes 7 and 36) Financial assets at fair value through other comprehensive income - current (Notes 8 and 38) Financial assets at amortized cost - current (Notes 6, 9, 36 and 38) Contract assets - current (Notes 31 and 37) Notes receivable Third parties Trade receivables Third parties (Notes 10 and 11) Related parties (Notes 10 and 37) Other receivables (Notes 12 and 37) Current tax assets (Note 33) Inventories (Note 13) Prepayments (Notes 21 and 37) Other current assets (Note 22) Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 15, 37 and 38) Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 38) Financial assets at amortized cost - non-current (Notes 6, 9, 37 and 38) Property, plant and equipment (Notes 16 and 38) Right-of-use assets (Notes 17 and 37) Investment properties (Notes 18 and 38) Intangible assets (Notes 19 and 20) Deferred tax assets (Note 33) Lease receivables - non-current (Note 11) Finance lease receivables - non-current (Note 11) Long-term prepayments for leases (Note 21) Other non-current assets (Notes 22 ,29 and 37) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 23 and 37) Short-term bills payable (Note 24) Financial liabilities at fair value through profit or loss - current (Note 7) Contract liabilities - current (Notes 31 and 37) Accounts payable and accrued expenses Third parties (Note 20) Related parties (Note 37) Dividends and bonuses payable Other payables - others (Note 25) Current tax liabilities (Note 33) Provisions - current (Note 28) Lease liabilities - current (Note 17) Deferred revenue - current (Note 27) Current portion of long-term liabilities (Notes 26 and 37) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 26) Long-term borrowings (Notes 26 and 37) Provisions - non-current (Notes 22, 28 and 39) Lease liabilities - non-current (Note 17) Deferred tax liabilities (Note 33) Net defined benefit liabilities - non-current (Note 29) Deferred revenue - non-current (Note 27) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 30) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS (Note 30) Total equity TOTAL |
2019 Amount % $ 24,735,495 8 4,728,223 2 3,978,366 1 23,016,985 8 68,412 - 11,159,687 4 10,159,263 3 803,340 - 481,800 - 6,785 - 7,789,794 3 1,812,789 1 501,127 - 89,242,066 30 84,412,240 28 11,692,138 4 36,064 - 50,681,281 17 5,080,287 2 36,176,439 12 7,000,317 2 474,929 - - - 8,170,867 3 - - 4,311,884 2 208,036,446 70 $ 297,278,512 100 $ 23,811,603 8 18,932,294 6 112,070 - 987,496 - 13,266,966 5 256,803 - 230,151 - 312,069 - 2,957,672 1 50,661 - 190,607 - 75,912 - 13,151,315 5 74,335,619 25 19,280,807 7 20,820,990 7 715,432 - 1,264,765 1 9,991,422 3 164,208 - 847,893 - 408,338 - 53,493,855 18 127,829,474 43 33,614,472 11 1,456,054 - 16,727,089 6 64,463,426 22 27,373,840 9 108,564,355 37 2,432,477 1 146,067,358 49 23,381,680 8 169,449,038 57 $ 297,278,512 100 |
2018 | ||
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| Amount % $ 14,929,411 5 9,046,583 3 3,800,923 2 14,322,874 5 147,528 - 12,928,203 5 9,251,854 3 976,266 - 2,964,751 1 15,901 - 9,804,276 4 1,684,612 1 485,324 - 80,358,506 29 78,846,276 28 9,784,743 4 14,642 - 52,549,341 19 - - 35,965,203 13 3,694,783 1 436,238 - 8,894,355 3 - - 3,779,353 1 4,864,558 2 198,829,492 71 $ 279,187,998 100 $ 24,805,239 9 18,564,469 7 268,218 - 731,015 - 8,028,077 3 250,857 - 231,722 - 334,305 - 2,181,268 1 48,200 - - - 75,912 - 7,285,012 2 62,804,294 22 12,192,567 5 33,593,896 12 679,377 - - - 9,365,429 4 185,107 - 923,805 - 395,177 - 57,335,358 21 120,139,652 43 33,614,472 12 1,362,554 - 15,615,380 6 63,945,145 23 20,358,461 7 99,918,986 36 2,996,214 1 137,892,226 49 21,156,120 8 159,048,346 57 $ 279,187,998 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 25, 2020)
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 31 and 37) OPERATING COSTS (Notes 13, 31 and 37) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 32 and 37) Expected credit loss (Note 10) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 32) Other gains and losses (Note 32) Finance costs (Note 32) Share of profit of associates and joint ventures Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 33) NET INCOME FOR THE YEAR |
2019 Amount % $ 89,347,637 100 63,746,928 71 25,600,709 29 14,392 - - - 25,586,317 29 3,332,110 4 191,031 - 3,523,141 4 22,063,176 25 1,998,600 2 661,654 1 (1,820,623) (2) 5,490,375 6 6,330,006 7 28,393,182 32 6,149,229 7 22,243,953 25 |
2018 | ||
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| Amount % $ 82,741,004 100 61,584,690 74 21,156,314 26 - - 15,147 - 21,171,461 26 2,875,798 4 142,553 - 3,018,351 4 18,153,110 22 1,479,803 2 (1,733,766) (2) (1,673,185) (2) 4,144,156 5 2,217,008 3 20,370,118 25 5,480,921 7 14,889,197 18 (Continued) |
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME, NET Items that will not be reclassified subsequently to profit or loss: Unrealized gain on investments in equity instruments at fair value through other comprehensive income Remeasurement of defined benefit plans Share of other comprehensive income of associates and joint ventures Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Cash flow hedges Share of other comprehensive (loss) income of associates and joint ventures Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 34) Basic Diluted |
2019 Amount % $ 1,193,292 1 486,711 1 1,778,252 2 3,458,255 4 (2,635,629) (3) - - (1,439,930) (2) (4,075,559) (5) (617,304) (1) $ 21,626,649 24 $ 17,459,673 20 4,784,280 5 $ 22,243,953 25 $ 17,652,536 20 3,974,113 4 $ 21,626,649 24 $ 5.56 $ 5.25 |
2018 | ||
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| Amount % $ 707,605 1 265,511 - 723,519 1 1,696,635 2 (894,761) (1) (2,434) - 636,733 1 (260,462) - 1,436,173 2 $ 16,325,370 20 $ 11,117,094 13 3,772,103 5 $ 14,889,197 18 $ 12,811,353 16 3,514,017 4 $ 16,325,370 20 $ 3.54 $ 3.49 |
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The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 25, 2020)
(Concluded)
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2018 Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends - $1.2 per share Equity component of convertible bonds issued by the Corporation Changes in capital surplus from investments in associates accounted for using equity method Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates Other changes in equity from investments in associates accounted for using equity method BALANCE AT DECEMBER 31, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2019 AS RESTATED Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends - $2.8 per share Changes in capital surplus from investments in associates accounted for using equity method Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates Other changes in equity from investments in associates accounted for using equity method BALANCE AT DECEMBER 31, 2019 |
Equity Attributable to O | wne | **rs of the Corporation ** | Non-controlling Total Interests $ 128,937,919 $ 18,365,609 - - - - (4,033,736 ) - 185,411 - 8,451 - 11,117,094 3,772,103 1,694,259 (258,086 ) - (723,504 ) - - (17,172) (2) 137,892,226 21,156,120 (143,100) (4) 137,749,126 21,156,116 - - - - (9,412,052 ) - 93,500 - 17,459,673 4,784,280 192,863 (810,167 ) - (1,748,520 ) - - (15,752) (29) $ 146,067,358 $ 23,381,680 |
Total Equity $ 147,303,528 - - (4,033,736 ) 185,411 8,451 14,889,197 1,436,173 (723,504 ) - (17,174) 159,048,346 (143,104) 158,905,242 - - (9,412,052 ) 93,500 22,243,953 (617,304 ) (1,748,520 ) - (15,781) $ 169,449,038 |
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| **Share Capital ** | Issued Amount Capital Surplus $ 33,614,472 $ 1,168,692 - - - - - - - 185,411 - 8,451 - - - - - - - - - - 33,614,472 1,362,554 - - 33,614,472 1,362,554 - - - - - - - 93,500 - - - - - - - - - - $ 33,614,472 $ 1,456,054 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 15,068,480 $ 63,001,957 $ 17,839,296 546,900 - (546,900 ) - 943,188 (943,188 ) - - (4,033,736 ) - - - - - - - - 11,117,094 - - 351,764 - - - - - (3,408,697 ) - - (17,172) 15,615,380 63,945,145 20,358,461 - - (143,100) 15,615,380 63,945,145 20,215,361 1,111,709 - (1,111,709 ) - 518,281 (518,281 ) - - (9,412,052 ) - - - - - 17,459,673 - - 676,889 - - - - - 79,711 - - (15,752) $ 16,727,089 $ 64,463,426 $ 27,373,840 |
Other Equity | Total Other Equity $ (1,754,978 ) - - - - - - 1,342,495 - 3,408,697 - 2,996,214 - 2,996,214 - - - - - (484,026 ) - (79,711 ) - $ 2,432,477 |
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| Exchange Differences on Unrealized Gain (Loss) on Translating the Financial Financial Assets at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (2,638,153 ) $ 516,962 - - - - - - - - - - - - (3,211 ) 1,343,257 - - - 3,408,697 - - (2,641,364 ) 5,268,916 - - (2,641,364 ) 5,268,916 - - - - - - - - - - (3,271,837 ) 2,719,118 - - - (79,711 ) - - $ (5,913,201) $ 7,908,323 |
Gains on Property Revaluation $ 307,728 - - - - - - - - - - 307,728 - 307,728 - - - - - 77,486 - - - $ 385,214 |
Cash Flow Hedges $ 58,485 - - - - - - 2,449 - - - 60,934 - 60,934 - - - - - (8,793 ) - - - $ 52,141 |
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| Shares 3,361,447 - - - - - - - - - - 3,361,447 - 3,361,447 - - - - - - - - - 3,361,447 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 25, 2020)
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Share of loss of associates and joint ventures Depreciation expenses Finance costs Amortization expenses Net (gain) loss on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Interest income Dividend income Gain on disposal of financial assets Unrealized gain on foreign exchange Gain on changes in fair value of investment properties Expected credit loss recognized on trade receivables (Reversal of) write-downs of inventories Loss on disposal of property, plant and equipment Loss on disposal of investments accounted for using equity method Impairment loss recognized on investments accounted for using equity method Impairment loss recognized on goodwill Impairment loss on property, plant and equipment Gain on disposal of subsidiaries Effect of changes in exchange rate of bonds payable Other items Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Contract liabilities Accounts payable and accrued expenses Provisions Net defined benefit liabilities Deferred revenue Cash generated from operations Interests received Dividends received |
2019 $ 28,393,182 (5,490,375) 4,827,418 1,820,623 1,292,725 (1,129,040) (1,126,001) (761,309) (365,192) (295,492) (197,647) 191,031 (18,619) 44,225 5,761 - - - - - - 5,660,259 79,116 1,351,524 273,510 1,769,088 1,857,463 (408,758) (34,246) 256,481 697,124 35,916 (5,682) (75,912) 38,647,173 1,161,528 4,062,869 |
2018 $ 20,370,118 (4,144,156) 4,649,561 1,673,185 269,631 256,294 (370,571) (770,314) (251,859) (15,575) (98,015) 142,553 315,353 33,455 - 200,245 630,631 51,888 (40,440) 300 (755) (3,051,110) (44,533) (4,805,502) 525,258 (487,332) (3,566,055) (31,307) (74,718) (20,934) 806,044 176,021 (12,254) (68,085) 12,247,022 254,393 3,172,662 (Continued) |
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| Interests paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Payments for property, plant and equipment Acquisition of associates Decrease (increase) in refundable deposits Purchase of financial assets at fair value through other comprehensive income Increase in long-term prepayments for investment Net cash inflow on disposal of associates Payments for intangible assets Proceeds from disposal of property, plant and equipment Payments for investment properties Decrease in other non-current assets Net cash inflow on disposal of subsidiaries Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of long-term borrowings Proceeds from long-term borrowings Proceeds from issuance of bonds Dividends paid Repayments of bonds Dividends paid to non-controlling interests (Decrease) increase in short-term borrowings Increase in short-term bills payable Repayment of the principal portion of lease liabilities Increase (decrease) in other non-current liabilities (Decrease) increase in guarantee deposits received Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
2019 $ (1,803,500) (4,796,169) 37,271,901 (8,715,533) (3,754,851) (3,326,114) 596,780 (275,281) (11,224) 63,008 (58,941) 37,708 (27,224) 5,300 - (15,466,372) (92,064,122) 86,653,202 10,000,000 (9,412,164) (4,000,000) (1,748,520) (704,248) 369,075 (267,792) 21,680 (10,073) (11,162,962) (836,483) |
2018 $ (1,658,691) (3,304,318) 10,711,068 (9,537,968) (4,274,600) (123,120) (9,678) (556,016) (83,721) - (13,037) 90,395 (1,269) 1,559 48,391 (14,459,064) (30,396,615) 34,819,996 6,574,843 (4,033,715) (4,089,430) (723,504) 6,445,333 2,439,125 - (59,096) 14,691 10,991,628 (53,713) (Continued) |
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| 2019 NET INCREASE IN CASH AND CASH EQUIVALENTS $ 9,806,084 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 14,929,411 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 24,735,495 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 25, 2020) |
2018 $ 7,189,919 7,739,492 $ 14,929,411 (Concluded) |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
ASIA CEMENT CORPORATION AND SUBSIDIARIES
1. ORGANIZATION AND OPERATIONS
Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement-related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s shares have been listed on the Taiwan Stock Exchange since June 1962.
In June 1992 and September 1996, certain shares of the Corporation were sold by Far Eastern New Century Corporation (FENC) in the form of global depositary shares (GDSs). Such GDSs have been quoted through the SEAQ system of the London Stock Exchange and traded through the portal system of the National Association of Securities Dealers, Inc. As of December 31, 2019, the issued and outstanding GDSs aggregated 17,049 units, representing 170,487 shares of the Corporation.
The consolidated financial statements are presented in the Corporation’s functional currency, New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Corporation’s board of directors and authorized for issue on March 25, 2020.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:
IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.
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The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights of land located in mainland China, Hong Kong, Singapore and Vietnam are recognized as prepayments for leases. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows.
The Group elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Group applies IAS 36 to all right-of-use assets.
The Group also applies the following practical expedients:
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1) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
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2) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
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3) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.
For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the respective leased assets and finance lease payables on December 31, 2018.
The lessee’s incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.06%-3.79%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:
| The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 Less: Recognition exemption for short-term leases and low-value assets leases Less: Adjustments relating to changes in the index or rate affecting variable payments Undiscounted amounts on January 1, 2019 Lease liabilities recognized on January 1, 2019 |
$ 3,765,752 (217,813) (1,786,274) $ 1,761,665 $ 1,260,607 |
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The Group as lessor
The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:
| As Originally Stated on January 1, 2019 Lease receivables - current $ 672,230 Lease receivables - non-current 8,894,355 Finance lease receivables - current - Finance lease receivables - non-current - Prepayments 1,684,612 Prepayments for leases - non-current 3,779,353 Right-of-use assets - Investments accounted for using equity method 78,846,276 Total effect on assets $ 93,876,826 Lease liabilities - current $ - Lease liabilities - non-current - Total effect on liabilities $ - Retained earnings $ 99,918,986 Non-controlling interests 21,156,120 Total effect on equity $ 121,075,106 |
Adjustments Arising from Initial Application Restated on January 1, 2019 $ (672,230) $ - (8,894,355) - 672,230 672,230 8,894,355 8,894,355 (126,825) 1,557,787 (3,779,353) - 5,166,785 5,166,785 (143,104) 78,703,172 $ 1,117,503 $ 94,994,329 $ 199,578 $ 199,578 1,061,029 1,061,029 $ 1,260,607 $ 1,260,607 $ (143,100) $ 99,775,886 (4) 21,156,116 $ (143,104) $ 120,932,002 |
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- b. The IFRSs endorsed by the FSC for application starting from 2020
Effective Date New IFRSs Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark January 1, 2020 (Note 2) Reform” Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)
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Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
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Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.
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Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
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As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Effective Date Announced by IASB (Note) |
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| To be determined by IASB January 1, 2021 January 1, 2022 |
Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments, investment properties which are measured at fair value, and net defined benefit assets (liabilities) which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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Classification of Current and Non-current Assets and Liabilities
Current assets include:
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a. Assets held primarily for the purpose of trading;
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b. Assets expected to be realized within 12 months after the reporting period; and
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c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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a. Liabilities held primarily for the purpose of trading;
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b. Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and
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c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Assets and liabilities that are not classified as current are classified as non-current.
Ya Li Precast and Prestressed Concrete Industries Corp., Asia Engineering Enterprise Corp. and Ya Li Precast Concrete India Pvt. Ltd. engage in construction related businesses, which have operating cycles of over one year. The assets and liabilities of the aforementioned companies related to the construction contracts are classified as current or non-current according to the length of their operating cycles.
Basis of Consolidation
Principles for preparing consolidated financial statements
The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation.
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Refer to Note 14, Tables 7 and 8 for detailed information on subsidiaries (including percentages of ownership and main businesses).
Foreign Currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
For the purpose of presenting consolidated financial statements, the functional currencies of the Group (including subsidiaries, associates, joint ventures and branches in other countries that use currencies which are different from the currency of the Corporation) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Corporation and non-controlling interests as appropriate).
On the disposal of a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.
Inventories
Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
Investments in Associates and Joint Ventures
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.
The Group uses the equity method to account for its investments in associates and joint ventures.
Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of equity of associates and joint ventures attributable to the Group.
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Any excess of the cost of acquisition over the Group’s share of net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
If the measurement of the fair values of the identifiable net assets and liabilities of an associate acquired in stage is incomplete by the end of the reporting period, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period does not exceed 1 year from the acquisition date.
When the Group subscribes for additional new shares of an associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate and joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using equity method is insufficient, the shortage is debited to retained earnings.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.
When the Group transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Group’s consolidated financial statements only to the extent of unrelated parties’ interests in the associate and joint venture.
The Group’s share of comprehensive income of associates or joint ventures is recognized using the treasury share method if there are reciprocal holdings between investors and investees. The reciprocally held shares of the Group are treated as treasury shares and are deducted from the outstanding shares in computing basic earnings per share.
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Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss. Major renewals and betterments are capitalized, while maintenance and repairs are expensed currently. Properties in the course of construction are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation is recognized using the fixed-percentage-on-declining-balance method or the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Freehold investment properties are initially measured at cost, including transaction costs, and are subsequently measured using the fair value model. Changes in the fair value of investment properties are included in profit or loss for the period in which they arise.
For a transfer from property, plant and equipment to investment property at the end of owner-occupation, any difference between the fair value and the carrying amount of the property at the date of transfer is recognized in other comprehensive income.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit is tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
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Intangible Assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
Impairment of Tangible and Intangible Assets Other than Goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
Financial Instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
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Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a. Measurement category
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
- 1) Financial assets at FVTPL
Financial asset is classified as at FVTPL when the financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 36.
- 2) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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a) The financial asset is held within a business model whose objective is to hold financial asset in order to collect contractual cash flows; and
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b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables, other receivables and debt instruments at amortized cost, are measured at amortized cost, which is the gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset.
Cash equivalents include time deposits, bonds sold under repurchase agreements and commercial papers with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- 3) Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.
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Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b. Impairment of financial assets
The Group recognizes a loss allowance for expected credit loss (ECLs) on financial assets at amortized cost (including trade receivables) as well as finance lease receivables at the end of each reporting period.
The Group always recognizes lifetime ECLs for trade receivables. For all other financial instruments and finance lease receivables, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
ECLs reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Impairment loss on all financial instruments is recognized with a corresponding adjustment to their carrying amount through a loss allowance account.
- c. Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
Financial liabilities
- a. Subsequent measurement
Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method:
Financial liabilities are held for trading and are stated at fair value, and any interest paid on such financial liabilities is recognized in finance costs; any remeasurement gains or losses on such financial liabilities are recognized in other gains or losses. Fair value is determined in the manner described in Note 36.
- b. Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
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Convertible bonds
The component parts of convertible bonds issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the liability component are included in the carrying amount of the liability component. Transaction costs relating to the equity component are recognized directly in equity.
Derivative financial instruments
The Group enters into cross-currency swap contracts to manage its exposure to interest rate and foreign exchange rate risks.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.
Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the mixed contracts are not measured at FVTPL.
Provisions
Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
Revenue Recognition
The Group identifies the contract with the customers, identifies the performance obligations in the contract, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.
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When another party is involved in providing goods or services to a customer, the Group is a principal if it controls the specified good or service before that good or service is transferred to a customer; otherwise, the Group is acting as an agent. The principal recognizes revenues and costs associated with providing the goods or services at the gross amount, while an agent recognizes revenue at the net amount. When a specified good or service is a distinct good or service, the Group determines whether it is a principal or an agent for each specified good or service.
The Group is a principal if it obtains control of any one of the following:
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a. Before the good or another asset transfers to the customer, the Group acquire the good or the control of asset from another party.
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b. The right to a service to be performed by another party which gives the Group the ability to direct that party to provide the service to the customer on its behalf.
-
c. A good or service from another party that it then combines with other goods or services in providing a specified good or service to the customer.
Indicators to support the Group’s assessment of whether it controls a specified good or service include, but are not limited to, the following:
-
a. The Group is primarily responsible for fulfilling the promise to provide the specified good or service.
-
b. The Group has inventory risk before or after the specified good or service is transferred to the customer.
-
c. The Group has discretion in establishing the price of the specified good or service.
Leases
2019
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
For a contract that contains a lease component and non-lease components, the Group allocates the consideration in the contract to each component on the basis of the relative stand-alone price and accounts for each component separately.
- a. The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Under finance leases, the lease payments comprise fixed payments, variable lease payments which depend on an index or a rate, and residual value guarantees. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.
Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.
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When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
b. The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.
2018
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
a. The Group as lessor
Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
- 27 -
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.
- b. The Group as lessee
Operating lease payments are recognized as expenses on a straight-line basis over the lease term.
- c. Leasehold land for own use
When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The minimum lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of the lease.
If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
Government Grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.
Employee Benefits
- a. Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
- b. Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
- 28 -
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
c. Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- a. Current tax
According to the Income Tax Law, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
b. Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carry forward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
- 29 -
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.
c. Current tax and deferred tax for the year
Current tax and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current tax and deferred tax are also recognized in other comprehensive income, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
Estimated Impairment of Trade Receivables
The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 10.
Fair Value Measurements and Valuation Process
If some of the Group’s assets and liabilities measured at fair value have no quoted prices in active markets, the Group determines whether to engage third party qualified appraisers for the application of appropriate valuation techniques for fair value measurements in accordance with related regulations or professional standards.
Where Level 1 inputs are not available, the engaged appraisers would determine appropriate inputs by referring to the existing lease contracts and rentals of similar properties in the vicinity of the Group’s investment properties. If the actual changes of inputs in the future differ from expectation, fair value might vary accordingly.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in Notes 18.
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6. CASH AND CASH EQUIVALENTS
| Checking accounts and demand deposits Petty cash Cash on hand Cash equivalents (investments with original maturities of less than 3 months) Time deposits Repurchase agreements collateralized by bonds |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 7,579,735 4,070 746 15,689,128 1,461,816 $ 24,735,495 |
2018 $ 6,003,398 3,706 3,843 8,745,170 173,294 $ 14,929,411 |
The market rate intervals of time deposits and repurchase agreements collateralized by bonds at the end of the reporting period were as follows:
| Time deposits Repurchase agreements collateralized by bonds |
**December 31 ** |
|---|---|
| 2019 2018 0.52%-5.50% 1.00%-4.80% 0.45%-2.36% 0.52%-2.52% |
As of December 31, 2019 and 2018, the Group’s bank deposits in the amounts of $419,742 thousand and $169,139 thousand, respectively, are restricted as collaterals for bank loans and classified as financial assets at amortized cost in the balance sheets. Time deposits with original maturities of more than 3 months in the amounts of $22,633,007 thousand and $14,168,377 thousand, respectively, are also classified as financial assets at amortized cost in the balance sheets as of December 31, 2019 and 2018. Refer to Note 9.
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT
| Financial assets at FVTPL Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Beneficiary certificates Listed shares Financial liabilities at FVTPL Financial liabilities held for trading Derivative financial liabilities (not under hedge accounting) Bond options (Note 26) Cross-currency swap contracts |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 1,253,617 3,474,606 $ 4,728,223 $ 81,724 30,346 $ 112,070 |
2018 $ 5,543,595 3,502,988 $ 9,046,583 $ 223,501 44,717 $ 268,218 |
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The Group entered into cross-currency swap contracts to manage exposures to exchange rate fluctuations. The Group’s financial hedging strategy is to avoid most of the cash flow risk exposure. As of December 31, 2019 and 2018, outstanding cross-currency swap contracts not under hedge accounting were as follows:
| Notional Amounts | Range of Interest | Range of Interest | |
|---|---|---|---|
| (In Thousands) | Maturity Date | Rates Paid | Rates Received |
| US$215,000 | 2021.09.15 | - | 2.68%-2.80% |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Domestic investments Listed shares Unlisted shares Foreign investments Listed shares Unlisted shares |
December 31 | December 31 | December 31 | December 31 | |
|---|---|---|---|---|---|
| 2019 Current Non-current $ 3,765,869 $ 9,472,552 - 1,614,601 3,765,869 11,087,153 212,497 - - 604,985 212,497 604,985 $ 3,978,366 $ 11,692,138 |
2018 | ||||
| Current $ 3,765,869 - 3,765,869 212,497 - 212,497 $ 3,978,366 |
Current $ 3,648,586 - 3,648,586 152,337 - 152,337 $ 3,800,923 |
Non-current $ 8,125,426 1,537,291 9,662,717 - 122,026 122,026 $ 9,784,743 |
-
a. These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
-
b. The board of directors of China Shanshui Cement Group Limited (CSCGL) announced on April 16, 2015 that the percentage of CSCGL’s securities held by the public fell below the prescribed minimum requirement of 25% according to the Main Board Listing Rules 8.08 of Hong Kong Exchanges and Clearing Limited (the “Exchange”). Therefore, the Exchange suspended the trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement.
On October 30, 2018, CSCGL’s shareholders resolved to restore the minimum public float requirement of 25% by issuing new shares of 974,825,988 at HK$4.2 per share. Then CSCGL resumed its trading on the Exchange effective on October 31, 2018.
The Group originally held 22.50% equity interest in CSCGL but the shareholding was reduced to 17.46% after the subscription mentioned above. However, Mrs. Wu Ling-Ling, the Corporation’s chief financial officer, was elected to be the executive director of CSCGL on May 23, 2018. As CSCGL already addressed the audit issues raised by the Exchange and confirmed the potential dilution of shareholding in the Group’s interests in CSCGL, the Group objectively demonstrated that it was able to exercise significant influence over CSCGL although the Group only held less than 20% of the voting power. Accordingly, the Group’s investment in CSCGL was reclassified from financial assets at fair value through other comprehensive income to investments accounted for using the equity method at the closing price of the Exchange on October 31, 2018. Refer to Note 15.
-
32 -
-
c. Asia Cement Pioneer Investment Ltd. (ACP) acquired the shares of Cementon Micronesia LLC for US$3,900 thousand in September 2010. As of December 31, 2019, 50% of the investment consideration was not paid and accounted for as accounts payable and accrued expenses - third parties. The consideration will be paid once the counterparty asks for payment.
-
d. Refer to Note 38 for information relating to financial assets at fair value through other comprehensive income pledged as collaterals.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Time deposits with original maturities of more than 3 months Restricted assets Current Non-current |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 22,633,307 419,742 $ 23,053,049 $ 23,016,985 $ 36,064 |
2018 $ 14,168,377 169,139 $ 14,337,516 $ 14,322,874 $ 14,642 |
Based on the Group’s assessment, the credit risk of these financial assets is not expected to be high and has not increased since initial recognition.
Refer to Note 38 for information relating to financial assets at amortized cost pledged as collaterals.
10. TRADE RECEIVABLES
| At amortized cost Trade receivables - sales Finance lease receivable - current (Note 11) Construction receivable Operating lease receivable Less: Allowance for impairment loss - sales Less: Allowance for impairment loss - construction |
2019 $ 11,145,513 723,487 114,242 23,119 (1,042,840) (918) $ 10,962,603 |
2018 $ 10,322,875 672,230 105,262 12,438 (884,685) - $ 10,228,120 |
|---|---|---|
Trade Receivables - Sales
The average credit period of receivables from sales of goods was 30-90 days. Specific customers with good credit records were given longer credit period occasionally. The average credit period for customers of concrete products was 180-365 days after construction of building was finished.
The Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. The Group obtains sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
- 33 -
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
December 31, 2019
Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost December 31, 2018 Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
Less than 90 Days 91 to 180 Days $ 6,690,351 $ 2,202,629 (51,582) (79,468) $ 6,638,769 $ 2,123,161 Less than 90 Days 91 to 180 Days $ 6,595,347 $ 1,864,201 (109,335) (73,046) $ 6,486,012 $ 1,791,155 |
181 to 365 Days Over 366 Days $ 885,134 $ 1,367,399 (112,300) (799,490) $ 772,834 $ 567,909 181 to 365 Days Over 366 Days $ 553,258 $ 1,310,069 (119,917) (582,387) $ 433,341 $ 727,682 |
Total $ 11,145,513 (1,042,840) |
|---|---|---|---|
$ 10,102,673 |
|||
Total $ 10,322,875 (884,685) |
|||
| $ 9,438,190 |
The above aging schedule was based on the invoice date.
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1 Add: Impairment losses recognized on receivables Add: Amounts recovered from the prior year write-offs Less: Amounts written off Effect of foreign currency exchange differences Balance at December 31 |
2019 $ 884,685 191,031 32,035 (21,687) (42,306) $ 1,043,758 |
2018 $ 761,114 142,553 2,318 (6,845) (14,455) $ 884,685 |
|---|---|---|
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11. FINANCE LEASE RECEIVABLES
| 2019 Undiscounted lease payments Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 onwards Less: Unearned finance income Net investment in leases presented as finance lease receivables Current Non-current 2018 Minimum lease payments Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Less: Unearned finance income Present value of minimum lease payments Lease receivables Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Present value of minimum lease payments Current Non-current |
December 31, 2019 $ 1,401,682 1,401,682 1,401,682 1,401,682 1,401,682 5,606,728 12,615,138 (3,720,784) $ 8,894,354 $ 723,487 8,170,867 $ 8,894,354 December 31, 2018 $ 1,401,682 5,606,728 7,008,410 14,016,820 4,450,235 $ 9,566,585 $ 672,230 3,242,092 5,652,263 $ 9,566,585 $ 672,230 8,894,355 $ 9,566,585 |
|---|---|
- 35 -
Chiahui Power Corp. (CHP) entered into a 25-year purchase and sale agreement with Taiwan Power Company (TPC). According to the agreement, all electricity generated by CHP is sold to TPC. CHP started its operation on December 15, 2003. Because the nature of the agreement is considered as conveyance of rights to use asset, the agreement is regarded as finance lease.
The Group measures the loss allowance for finance lease receivables at an amount equal to lifetime ECLs. As of December 31, 2019, no finance lease receivable was past due. The Group has not recognized a loss allowance for finance lease receivables after taking into consideration the historical default experience and the future prospects of the industries in which the lessees operate.
12. OTHER RECEIVABLES
Asia Cement (China) Holdings Corp. (ACCHC), Far Eastern Polytex (Holding) Limited (FEPHL) and FEDS Development (BVI) Ltd. (FEDSBVI) intend to invest in Yuan Ding Enterprise (Shanghai) Limited (YDES) and acquire 40%, 40% and 20% equity, respectively. Through this investment, ACCHC can join projects on land development and commercial building construction in the World Exposition district in Shanghai.
YDES was initially established with registered capital of RMB500,000 thousand by Far Eastern New Century (China) Corporation (FENCC), a wholly owned subsidiary of FEPHL. When the completion of the construction process of the commercial building reaches 25%, ACCHC will subscribe to new shares issued by YDES, and ACCHC’s ultimate ownership is expected to be 40%. ACCHC has signed related investment contracts with FEPHL and FEDSBVI.
YDES’s board of directors resolved to issue new shares for cash on February 18, 2019 and June 30, 2019, respectively. After the capital increase, YDES’s registered capital increased to RMB1,763,425 thousand. ACCHC subscribed for cash capital increase of YDES through Oriental Holdings Co., Ltd., its indirect subsidiary, for RMB714,190 thousand. The investment was accounted for using equity method. Refer to Note 15.
As of December 31, 2018, ACCHC agreed to grant one-year interest-free credit loan to FENCC (a subsidiary of FENC) and YDES in the amount of RMB431,900 thousand and RMB230,000 thousand, respectively. The borrower can use the loan during the loan period. As of December 31, 2018, the loan amounts drawn by FENCC and YDES were RMB431,900 thousand and RMB114,699 thousand, respectively. The aforementioned amounts were accounted for as other receivables.
The Group believes that potential benefit from the investment will exceed potential interest income if interest is charged on the loan. The Group did not consider the loan an independent transaction but took it as part of a more beneficial investment strategy. Accordingly, the borrowers were not required to pay any interest unless the development project failed to be implemented. In addition, FENC is FENCC’s and YDES’s ultimate parent company, so the Group believes that the borrowers have sufficient financial resources to repay the loan and thus did not take any collateral. As of December 31, 2019, the loans receivable have been fully recovered.
- 36 -
13. INVENTORIES
| Finished goods Work in progress Raw materials Supplies |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 2,597,488 928,473 2,236,836 2,026,997 $ 7,789,794 |
2018 $ 3,095,204 1,176,038 3,519,927 2,013,107 $ 9,804,276 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 was $56,533,839 thousand and $54,480,379 thousand, respectively. The cost of goods sold included reversals of inventory write-downs of $18,619 thousand and inventory write-downs of $315,353 thousand.
14. SUBSIDIARIES
a. Subsidiaries included in the consolidated financial statements
| Investor Subsidiary The Corporation Der Ching Investment Corp. (DCI) Ya Tung Ready-Mixed Concrete Corp. (YTRMC) Nan Hwa Cement Corp. (NHC) Chiahui Power Corp. (CHP) Asia Cement (Singapore) Pte. Ltd. (ACSPL) ACCHC Ya Li Precast and Prestressed Concrete Industries Corp. (YLPPC) Asia Investment Corp. (AIC) Fu Ming Transport Corp. (FMT) Asia Engineering Enterprise Corp. (AEE) Sunrise Industrial Holdings Ltd. (SIHL) Yuan Long Stainless Steel Corp. (YLSS) Yali Transportation Corp. (YLT) DCI Kowloon Cement Corp. Ltd. (KCC) Fu Shan Mineral Stone Co., Ltd. (FSMS) AC Mega Investment Ltd. (ACM) AC Mega II Investment Ltd. (ACM II) AC Mega III Investment Ltd. (ACM III) AC Mega IV Investment Ltd. (ACM IV) AC Leap Investment Ltd. (ACL) YTRMC Ya Sing Ready-Mixed Concrete Corp. (YSRMC) Ya Tung Vietnam Co., Ltd. (YTV) PT Yatung Concrete International (PYCI) Asia Oriental (Guam) LLC (AOG) AOG Asia Oriental Concrete, LLC (AOC) FMT Fu Da Transportation Corp. (FDT) AEE ACCHC AIC CHP DCI NHC FMT FSMS FDT YSRMC |
Proportion of Ownership and Voting Rights December 31 2019 2018 Remark 99.99 99.99 99.99 99.99 99.94 99.94 59.59 59.59 Note 1 99.96 99.96 67.73 67.73 Note 1 83.81 83.81 100.00 100.00 99.82 99.82 98.23 98.23 100.00 100.00 100.00 100.00 51.00 51.00 49.00 49.00 99.56 99.56 100.00 100.00 Note 6 100.00 100.00 Note 6 100.00 100.00 100.00 100.00 100.00 100.00 Note 6 69.93 69.93 100.00 100.00 99.00 99.00 Note 2 95.04 77.69 Note 5 71.70 64.50 Note 5 99.87 99.87 0.20 0.20 0.01 0.01 - - 0.02 0.02 0.02 0.02 0.39 0.39 0.03 0.03 0.05 0.05 (Continued) |
|---|---|
- 37 -
| Investor Subsidiary AEE YTRMC Asia Cement Explorer Investment Ltd. (ACE) Asia Cement Pioneer Investment Ltd. (ACP) Asia Cement Pioneer II Investment Ltd. (ACP II) Asia Cement Pioneer III Investment Ltd. (ACP III) Asia Cement Pioneer IV Investment Ltd. (ACP IV) YLPPC PYCI Ya Li Precast Concrete India Pvt. Ltd. (YLPCIP) AOG ACSPL Oriental Concrete Pte. Ltd. (OCPL) ACCHC ACCHC Perfect Industrial Holdings Pte. Ltd. (PIHPL) PIHPL Asia Continent Investment Holdings Pte. Ltd. (ACIHPL) Oriental Industrial Holdings Pte. Ltd. (OIHPL) ACIHPL Jiangxi Yadong Cement Co., Ltd. (JYDC) OIHPL Wuhan Yadong Cement Co., Ltd. (WYDC) Oriental Holdings Co., Ltd. (OHC) Shanghai Yafu Cement Products Co., Ltd. (SHYFCP) Shanghai Yali Cement Products Co., Ltd. (SHYLCP) Hubei Yadong Cement Co., Ltd. (HYDCCL) Sichuan Yali Concrete Produce Co., Ltd. (SYCPCL) Sichuan Yali Transport Co., Ltd. (SYTCL) Yangzhou Yadong Cement Co., Ltd. (YYDCCL) Sichuan Yadong Cement Co., Ltd. (SIYDCCL) Chengdu Yali Cement Products Co., Ltd. (CYCPCL) Huanggang Yadong Cement Co., Ltd. (HGYDC) JYDC Jiangxi Yali Transport Co., Ltd. (JYLTC) Nanchang Yadong Cement Co., Ltd. (NYDC) Nanchang Yali Concrete Produce Ltd. (NYLC) Ruichang Yadong New Material Co., Ltd. (RYNM) OHC JYDC WYDC SHYFCP NYDC JYLTC SHYLCP SYTCL SIYDCCL HGYDC YYDCCL CYCPCL HYDCCL SYCPCL Tai Zhou Oriental Construction Co., Ltd. (TZOCCL) WYDC Wuhan Yali Cement Products Co., Ltd. (WYCPCL) SIYDCCL Sichuan Lanfeng Cement Co., Ltd. (SLCL) SLCL Sichuan Lanfeng Construction Co., Ltd. (SLCCL) HYDCCL Hubei Yali Transport Co., Ltd. (HYTCL) Wuhan Yaxin Cement Co., Ltd. (WYXC) KCC Kowloon Concrete Corporation Limited (KCCL) Join Fortune Trading Ltd. (JFTL) SHYLCP SHYFCP |
Proportion of Ownership and Voting Rights December 31 2019 2018 Remark 0.07 0.07 - - 100.00 100.00 Note 7 100.00 100.00 Note 7 100.00 100.00 Note 7 100.00 100.00 Note 7 100.00 100.00 Note 7 1.00 1.00 Note 2 99.99 99.99 4.96 22.31 Note 5 100.00 100.00 4.07 4.07 100.00 100.00 100.00 100.00 99.99 99.99 85.00 85.00 90.00 90.00 100.00 100.00 - - Note 3 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 51.22 51.22 90.00 90.00 51.99 51.99 50.00 50.00 100.00 100.00 100.00 - Note 4 10.00 10.00 10.00 10.00 - - Note 3 25.00 25.00 48.00 48.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 48.78 48.78 10.00 10.00 10.00 10.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 90.00 90.00 100.00 100.00 100.00 100.00 - - Note 3 (Concluded) |
|---|---|
Remarks:
Note 1: Subsidiaries that have material non-controlling interests. See Tables 7 and 8 for the information on the places of incorporation and principal places of business.
-
38 -
-
Note 2: On October 30, 2018, YTRMC and YLPPC entered into an agreement to jointly establish PYCI and held 99% and 1% interests in PYCI, respectively. As of December 31, 2019, total investments accumulated amounted to US$2,000 thousand. PYCI manufactures and sells ready-mixed concrete.
-
Note 3: On July 26, 2018, the Group disposed of SHYFCP. The proceeds from disposal and net gain on disposal of subsidiary amounted to RMB29,421 thousand and RMB9,051 thousand, respectively.
-
Note 4: On January 29, 2019, JYDC established a 100% owned subsidiary, RYNM. As of December 31, 2019, accumulated investments amounted to RMB2,000 thousand. RYNM mainly manufactures new building materials products and construction waste.
-
Note 5: On December 2, 2019, YTRMC subscribed for additional new shares of AOC through AOG for US$2,000 at a percentage different from its existing ownership percentage, increasing its continuing interest in AOG from 77.69% to 95.04%. After the subscription, AOG’s interest in AOC increased from 64.5% to 71.7%. YLPPC’s percentage of ownership in AOG decreased from 22.31% to 4.96% accordingly since it did not participate in this subscription.
-
Note 6: In January 2019, the Corporation’s subsidiary, DCI, fully subscribed for cash capital increase of its subsidiaries, ACL, ACM and ACM II, for US$8,700 thousand, US$8,100 thousand and US$6,700 thousand, respectively.
-
Note 7: In December 2019, the Corporation’s subsidiary, AIC, fully subscribed for cash capital increase of its subsidiaries, ACE, ACP, ACP II, ACP III and ACP IV for US$9,500 thousand, US$2,000 thousand, US$9,500 thousand, US$9,500 thousand and US$9,500 thousand, respectively.
-
b. Subsidiaries excluded from the consolidated financial statements: None.
-
c. Details of subsidiaries that have material non-controlling interests
| Name of Subsidiary CHP ACCHC Name of Subsidiary ACCHC CHP Others |
Principal Place of Business Refer to Table 7 Refer to Tables 7 and 8 Profit (Loss) Allocated to Non-controlling Interests For the Year Ended December 31 2019 2018 $ 4,321,381 $ 3,443,947 443,213 352,011 19,686 (23,855) $ 4,784,280 $ 3,772,103 |
Principal Place of Business Refer to Table 7 Refer to Tables 7 and 8 Profit (Loss) Allocated to Non-controlling Interests For the Year Ended December 31 2019 2018 $ 4,321,381 $ 3,443,947 443,213 352,011 19,686 (23,855) $ 4,784,280 $ 3,772,103 |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
|
|---|---|---|---|---|---|
| December 31 | |||||
| 2019 2018 40.40% 40.40% 28.00% 28.00% Accumulated Non-controlling Interests |
|||||
| December 31 | |||||
| 2019 $ 4,321,381 443,213 19,686 $ 4,784,280 |
2019 $ 18,753,394 3,886,984 741,302 $ 23,381,680 |
2018 $ 16,698,351 3,728,503 729,266 $ 21,156,120 |
- 39 -
Summarized financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.
CHP:
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to: Owners of the Corporation Non-controlling interests of CHP Revenue Profit for the year Other comprehensive income (loss) for the year Total comprehensive income for the year Profit attributable to: Owners of the Corporation Non-controlling interests of CHP Total comprehensive income attributable to: Owners of the Corporation Non-controlling interests of CHP Dividends paid to non-controlling interest CHP |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 2018 $ 3,143,217 $ 1,981,089 13,720,031 11,948,216 3,506,027 3,843,336 3,735,973 857,002 $ 9,621,248 $ 9,228,967 $ 5,734,264 $ 5,500,464 3,886,984 3,728,503 $ 9,621,248 $ 9,228,967 For the Year Ended December 31 |
|||
| 2019 $ 7,115,116 $ 1,097,061 220 $ 1,097,281 $ 653,848 443,213 $ 1,097,061 $ 653,980 443,301 $ 1,097,281 $ 284,820 |
2018 $ 6,682,384 $ 871,315 (1,109) $ 870,206 $ 519,304 352,011 $ 871,315 $ 518,643 351,563 $ 870,206 $ 284,860 |
- 40 -
ACCHC and its subsidiaries:
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to: Owners of the Corporation Non-controlling interests of ACCHC Non-controlling interests of ACCHC’s subsidiaries Revenue Profit for the year Other comprehensive loss for the year Total comprehensive income for the year Profit attributable to: Owners of the Corporation Non-controlling interests of ACCHC Non-controlling interests of ACCHC’s subsidiaries Total comprehensive income attributable to: Owners of the Corporation Non-controlling interests of ACCHC Non-controlling interests of ACCHC’s subsidiaries Dividends paid to non-controlling interest ACCHC ACCHC’s subsidiaries |
December 31 | December 31 | |
|---|---|---|---|
| 2019 2018 $ 54,137,126 $ 46,700,020 48,712,010 45,832,407 33,015,509 18,119,166 7,057,620 18,865,216 $ 62,776,007 $ 55,548,045 $ 44,022,613 $ 38,849,694 17,119,905 15,108,214 1,633,489 1,590,137 $ 62,776,007 $ 55,548,045 For the Year Ended December 31 |
|||
| 2019 $ 56,622,141 $ 14,478,342 (2,606,473) $ 11,871,869 $ 10,156,961 3,949,929 371,452 $ 14,478,342 $ 8,280,300 3,220,117 371,452 $ 11,871,869 $ 1,208,421 $ 248,835 |
2018 $ 51,612,506 $ 11,364,401 (898,139) $ 10,466,262 $ 7,920,454 3,080,176 363,771 $ 11,364,401 $ 7,273,794 2,828,698 363,770 $ 10,466,262 $ 319,715 $ 116,017 |
- 41 -
15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
| Investments in associates Investments in joint ventures a. Investments in associates Material associates Listed shares FENC U-Ming Marine Transport Corp. (U-Ming) CSCGL Associates that are not individually material Unlisted shares Yuan Ding Co., Ltd. (YDC) Far Eastern Construction Co., Ltd. (FEC) Yuan Ding Enterprise (Shanghai) (YDES) Yue Yuan Investment Corp. (YYI) Oriental Securities Corp. (OSC) Yue Ding Enterprise Corp. (YDEC) FEDS Development Ltd. (FEDSDL) Yuan Ding Leasing Corp. (YDLC) Drive Catalyst SPC - SP Tranche One (Catalyst Tranche One) Drive Catalyst SPC - SP Tranche Three (Catalyst Tranche Three) Everstrong Iron & Steel Foundry Ltd. (EISF) Hubei Zhongjian Yadong Concrete Co., Ltd. (HZYCCL) Pao-Good Industry Co., Ltd. (PGIC) Opas Fund Segregated Portfolio Company (OFSPC) Drive Catalyst SPC (Catalyst) Perez-Mtec-ACC, LLC (PMA) Shih Hsin Storage & Transportation Co., Ltd. (SHSTC) |
December 31 | December 31 | |
|---|---|---|---|
| 2019 2018 $ 83,943,246 $ 78,499,814 468,994 346,462 $ 84,412,240 $ 78,846,276 December 31 |
|||
| 2019 $ 42,414,539 10,899,366 12,024,837 65,338,742 4,538,927 4,398,357 3,031,722 2,560,533 1,921,049 669,788 640,867 373,481 120,649 118,975 97,282 79,282 51,455 1,607 488 42 - 18,604,504 $ 83,943,246 |
2018 $ 43,204,676 10,394,553 10,217,370 63,816,599 4,602,067 4,200,160 - 1,939,588 1,877,359 648,674 617,872 368,032 122,662 - 99,473 74,013 60,232 1,610 493 43 70,937 14,683,215 $ 78,499,814 |
- 42 -
At the end of the reporting period, the percentages of owners’ voting rights in associates held by the Group were as follows:
| Name of Associate FENC U-Ming CSCGL YDC FEC YDES YYI OSC YDEC FEDSDL YDLC Catalyst Tranche One Catalyst Tranche Three EISF HZYCCL PGIC OFSPC Catalyst PMA SHSTC |
December 31 |
|---|---|
| 2019 2018 25.74% 25.74% 41.41% 41.41% 17.46% 17.46% 49.99% 49.99% 33.76% 33.76% 40.00% - 29.92% 29.92% 18.93% 18.93% 30.84% 30.84% 25.00% 25.00% 43.60% 43.60% 25.00% 25.00% 25.00% - 48.73% 48.73% 40.00% 40.00% 31.00% 31.00% 33.00% 33.00% 33.00% 33.00% 33.00% 33.33% - 28.91% |
DCI, the Corporation’s subsidiary, subscribed for 4,000 shares of Catalyst Tranche One for US$4,000 thousand in December 2018. After the subscription, DCI owned 25% of the shares of Catalyst Tranche One.
DCI, the Corporation’s subsidiary, subscribed for 4,000 shares of Catalyst Tranche Three for US$4,000 thousand in October 2019. After the subscription, DCI owned 25% of the shares of Catalyst Tranche Three.
Due to the liquidation of SHSTC in 2019, DCI and NHC, the Corporation’s subsidiary, recovered its investments and recognized losses from disposal of $63,008 thousand and $5,761 thousand, respectively.
As described in Note 12, ACCHC, the Corporation’s subsidiary, subscribed for YDES’s cash capital increase for RMB714,190 thousand YDES’s new shares through its subsidiary OHC; after the subscription, ACCHC’s percentage of ownership in YDES was 40%.
As of December 31, 2019 and 2018, the information of associates was as follows:
- 1) Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:
| Name of Associate FENC U-Ming CSCGL |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 41,124,212 $ 11,757,137 $ 8,855,602 |
2018 $ 38,437,706 $ 11,284,752 $ 6,241,835 |
-
43 -
-
2) The summarized financial information in respect of the Group’s material associates is set out below:
FENC:
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Proportion of the Group’s ownership Equity attributable to the Group Cross shareholdings Carrying amount Operating revenue Net profit for the year Other comprehensive (loss) income Total comprehensive income for the year Dividends received from FENC U-Ming: Current assets Non-current assets Current liabilities Non-current liabilities Equity Proportion of the Group’s ownership Equity attributable to the Group Unrealized gain or loss with associates Other adjustments Carrying amount |
December 31 | December 31 | |
|---|---|---|---|
| 2019 2018 $ 31,823,888 $ 31,423,092 297,297,715 285,607,062 24,007,226 23,339,671 100,592,089 90,155,346 204,522,288 203,535,137 25.74% 25.74% 52,644,037 52,389,944 (10,229,498) (9,185,268) $ 42,414,539 $ 43,204,676 **For the Year Ended December 31 ** |
|||
| 2019 2018 $ 46,477,960 $ 54,063,801 $ 10,732,669 $ 12,028,294 (186,100) 855,093 $ 10,546,569 $ 12,883,387 $ 2,479,866 $ 1,653,235 **December 31 ** |
|||
| 2019 $ 2,225,116 49,594,962 11,281,141 13,694,378 26,844,559 41.41% 11,116,333 (87,524) (129,443) $ 10,899,366 |
2018 $ 1,985,037 50,008,362 17,453,879 8,913,985 25,625,535 41.41% 10,611,534 (87,523) (129,458) $ 10,394,553 |
- 44 -
Operating revenue Net profit for the year Other comprehensive income Total comprehensive income for the year Dividends received from U-Ming CSCGL and its subsidiaries: Current assets Non-current assets Current liabilities Non-current liabilities Non-controlling interests Equity attributable to CSCGL Proportion of the Group’s ownership Equity attributable to the Group Goodwill Quarry Right Carrying amount Operating revenue Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 2018 $ 1,062,972 $ 1,080,444 $ 1,621,695 $ 1,668,840 1,118,819 2,007,257 $ 2,740,514 $ 3,676,097 $ 618,330 $ 419,898 **December 31 ** |
|||
| 2019 2018 $ 26,673,504 $ 26,174,052 88,426,257 90,319,977 47,973,181 59,104,108 13,066,715 14,557,750 442,928 286,348 53,616,937 42,545,823 17.46% 17.46% 9,416,541 7,427,489 1,856,015 1,856,015 752,281 933,866 $ 12,024,837 $ 10,217,370 For the Year Ended December 31 |
|||
| 2019 $ 96,302,852 $ 13,578,105 8,286 $ 13,586,391 |
2018 $ 80,162,793 $ 9,856,967 (1,082,166) $ 8,774,801 |
As described in Note 8, the Group’s investments in CSCGL were reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method in 2018.
3) Aggregate information of associates that are not individually material:
The Group’s share of: Profit for the year Other comprehensive income Total comprehensive income for the year |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 687,961 365,142 $ 1,053,103 |
2018 $ 520,731 220,999 $ 741,730 |
-
45 -
-
4) The amounts of investments in associates pledged as collateral for bank borrowings are disclosed in Note 38.
-
b. Investments in joint ventures that are not individually material:
| Unlisted companies Alliance Concrete Singapore Pte. Ltd. (Alliance) Wuhan Asia Marine Transport Co., Ltd. (WAMTC) Hubei Xinlongyuan Mining Co., Ltd. (HXMC) Empire Success Corp. Ltd. (ESC) Profit Enterprises Int’l Ltd. (PEI) |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 206,833 201,735 40,629 16,508 3,289 $ 468,994 |
2018 $ 107,842 195,115 24,020 17,371 2,114 $ 346,462 |
At the end of the reporting period, the percentages of owners’ voting rights in joint ventures held by the Group were as follows:
| Name of Joint Ventures Alliance WAMTC HXMC ESC PEI |
December 31 |
|---|---|
| 2019 2018 50.00% 50.00% 50.00% 50.00% 40.00% 40.00% 50.00% 50.00% 50.00% 50.00% |
Aggregate information of joint ventures that are not individually material:
The Group’s share of: Income for the year Other comprehensive income Total comprehensive income for the year |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2019 $ 145,736 - $ 145,736 |
2018 $ 19,089 - $ 19,089 |
All the associates and joint ventures are accounted for using equity method.
For the years ended December 31, 2018, impairment loss on individually not material joint ventures amounted to $200,245 thousand, was recognized in profit or loss.
Refer to Table 7 “Information on Investees” and Table 8 “Information on Investments in Mainland China” for the nature of activities, principal place of business and country of incorporation of the associates and joint ventures.
- 46 -
16. PROPERTY, PLANT AND EQUIPMENT
a. Assets used by the Group - 2019
Cost Balance at January 1, 2019 Additions Disposals Transferred from supplies Transferred to intangible assets Transferred from completed construction Transferred from prepayments for leases Effect of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Depreciation expense Disposals Transferred from supplies Effect of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019 |
Land $ 6,592,017 - - - - - - - 6,592,017 12,595 - - - - 12,595 $ 6,579,422 |
Buildings $ 24,647,228 6,315 (61,376 ) - - 310,159 - (740,764) 24,161,562 9,710,242 635,628 (33,166 ) - (217,059) 10,095,645 $ 14,065,917 |
Equipment O $ 75,252,256 87,409 (468,773 ) 16,141 - 725,892 - (2,125,141) 73,487,784 49,670,369 3,146,778 (431,123 ) 16,141 (1,296,585) 51,105,580 $ 22,382,204 |
ther Equipment Property Under Construction $ 12,233,576 $ 3,260,791 272,718 3,614,732 (376,656 ) - 56,531 - - (2,363 ) 258,817 (1,294,868 ) 27,626 - (125,566) (8,920) 12,347,046 5,569,372 10,043,321 - 660,987 - (360,583 ) - - - (81,045) - 10,262,680 - $ 2,084,366 $ 5,569,372 |
Total $ 121,985,868 3,981,174 (906,805 ) 72,672 (2,363 ) - 27,626 (3,000,391) 122,157,781 69,436,527 4,443,393 (824,872 ) 16,141 (1,594,689 ) 71,476,500 $ 50,681,281 |
|---|---|---|---|---|---|
The above items of property, plant and equipment are depreciated on a fixed-percentage-on-decliningbalance basis or on a straight-line basis over the estimated useful life of the asset taken apart into major component elements:
Building Main buildings 15-60 years Other facilities 2-15 years Equipment 2-20 years Other equipment 2-20 years
As of December 31, 2019, the titles of land with carrying value of $88,718 thousand were temporarily registered in the name of trustees who had either signed an agreement or had pledged the land to the Corporation or to the subsidiaries.
Refer to Note 38 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.
- 47 -
b. 2018
Cost Balance at January 1, 2018 Additions Disposals Disposal of subsidiary Transferred to supplies Transferred to intangible assets Transferred to other assets Transferred from investment properties to property, plant and equipment Transferred from completed construction Reclassifications Others Effect of foreign currency exchange differences Balance at December 31, 2018 Accumulated depreciation and impairment Balance at January 1, 2018 Depreciation expense Disposals Disposal of subsidiary Impairment loss recognized Transferred to intangible assets Transferred to other assets Reclassifications Effect of foreign currency exchange differences Balance at December 31, 2018 Carrying amounts at December 31, 2018 |
Land $ 6,591,954 63 - - - - - - - - - - 6,592,017 12,595 - - - - - - - - 12,595 $ 6,579,422 |
Buildings $ 24,940,297 11,061 (137,449 ) (17,215 ) - - - 22,270 153,845 - - (325,581) 24,647,228 9,247,376 640,439 (97,604 ) (14,074 ) 18,365 - - - (84,260) 9,710,242 $ 14,936,986 |
Equipment O $ 76,074,327 324,480 (360,313 ) (45,449 ) - - - - 131,726 57,159 - (929,674) 75,252,256 47,223,741 3,308,785 (317,576 ) (40,833 ) 32,341 - - (15,680 ) (520,409) 49,670,369 $ 25,581,887 |
ther Equipment Property Under Construction $ 12,716,754 $ 191,440 493,934 3,499,440 (956,539 ) - (617 ) - (37,670 ) - (577 ) (1,333 ) (15,622 ) - - - 138,943 (424,514 ) (57,159 ) - - (156 ) (47,871) (4,086) 12,233,576 3,260,791 10,292,222 - 700,337 - (915,271 ) - (555 ) - 1,182 - (577 ) - (15,622 ) - 15,680 - (34,075) - 10,043,321 - $ 2,190,255 $ 3,260,791 |
Total $ 120,514,772 4,328,978 (1,454,301 ) (63,281 ) (37,670 ) (1,910 ) (15,622 ) 22,270 - - (156 ) (1,307,212) 121,985,868 66,775,934 4,649,561 (1,330,451 ) (55,462 ) 51,888 (577 ) (15,622 ) - (638,744) 69,436,527 $ 52,549,341 |
|---|---|---|---|---|---|
The above items of property, plant and equipment are depreciated on a fixed-percentage-on-decliningbalance basis or on a straight-line basis over the estimated useful life of the asset taken apart into major component elements:
Building Main buildings 15-60 years Other facilities 2-15 years Equipment 2-20 years Other equipment 2-20 years
As of December 31, 2018, the titles of land with carrying value of $88,655 thousand were temporarily registered in the name of trustees who had either signed an agreement or had pledged the land to the Corporation or to the subsidiaries.
Refer to Note 38 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.
- 48 -
17. LEASE ARRANGEMENTS
- a. Right-of-use assets - 2019
| December 31, | December 31, | |
|---|---|---|
| 2019 | ||
| Carrying amounts | ||
| Land | $ | 3,585,342 |
| Buildings | 890,167 | |
| Equipment | 604,778 | |
| $ | 5,080,287 | |
| For the Year | ||
| Ended | ||
| December 31, | ||
| 2019 | ||
| Additions to right-of-use assets | $ | 434,029 |
| Depreciation charge for right-of-use assets | ||
| Land | $ | 141,027 |
| Buildings | 95,394 | |
| Equipment | 147,604 | |
| $ | 384,025 | |
| Lease liabilities - 2019 | ||
| December 31, | ||
| 2019 | ||
| Carrying amounts | ||
| Current | $ | 190,607 |
| Non-current | $ | 1,264,765 |
| Range of discount rate for lease liabilities was as follows: | ||
| December 31, | ||
| 2019 | ||
| Land | 1.06%-3.50% | |
| Buildings | 1.30%-4.90% | |
| Equipment | 1.17%-13.50% |
b. Lease liabilities - 2019
- c. Material lease-in activities and terms
The Group leases harbors, land, buildings and equipment for the use in business operations and has obtained land use rights in mainland China, Hong Kong, Singapore and Vietnam. Certain lease contracts specify that lease payment will be adjusted on the basis of changes in market rental rates or announced land value prices. The Group does not have bargain purchase options to acquire the leasehold assets at the end of the lease terms.
- 49 -
d. Other lease information
Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 18. Lease arrangements for the leasing out of assets under finance leases are set out in Note 11.
2019
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2019 | ||
| Expenses relating to short-term leases | $ | 269,676 |
| Expenses relating to low-value asset leases | $ | 890 |
| Expenses relating to variable lease payments not included in the measurement of | ||
| lease liabilities | $ | 148,475 |
| Total cash outflow for leases | $ | (686,833) |
The Group has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.
2018
The future minimum lease payments of non-cancellable operating lease commitments are as follows:
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Not later than 1 year | $ | 355,724 |
| Later than 1 year and not later than 5 years | 805,922 | |
| Later than 5 years | 2,604,106 | |
| $ | 3,765,752 |
The Group’s rent expenses on the above operating lease contracts were $408,049 thousand for the year ended December 31, 2018.
18. INVESTMENT PROPERTIES
| Measured at fair value Leased investment property Undeveloped investment property |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 29,867,028 6,309,411 $ 36,176,439 |
2018 $ 29,481,076 6,484,127 $ 35,965,203 |
- 50 -
| Balance at January 1, 2018 Additions Accounts receivable write-offs Transferred to property, plant and equipment Changes in fair value of investment properties Effect of foreign currency exchange difference Balance at December 31, 2018 Balance at January 1, 2019 Additions Changes in fair value of investment properties Effect of foreign currency exchange difference Balance at December 31, 2019 |
Leased Investment Property $ 29,352,403 1,269 - - 128,575 (1,171) $ 29,481,076 $ 29,481,076 24,834 363,361 (2,243) $ 29,867,028 |
Undeveloped Investment Property $ 6,393,008 - 149,528 (22,270) (30,560) (5,579) $ 6,484,127 $ 6,484,127 2,390 (165,714) (11,392) $ 6,309,411 |
Total $ 35,745,411 1,269 149,528 (22,270) 98,015 (6,750) $ 35,965,203 $ 35,965,203 27,224 197,647 (13,635) $ 36,176,439 |
|---|---|---|---|
The investment properties for lease were as follows:
-
a. On January 1, 1998, the Corporation granted FEDSDL the right to construct a shopping center on a parcel of land it owned with an area of 6,976 square meters located in Lin-Ya, Kaohsiung. As consideration for the right to construct and the continued use of the land for fifty years, FEDSDL shall pay the following: (a) land use rights in the amount of $1,073,000 thousand and (b) annual rental at 5% of the reference price of such land announced by the local government. The proceeds of the land use rights were recorded as long-term deferred revenue and recognized as rental revenue on a periodic basis.
-
b. The Corporation and Far Eastern Resources Development Co. (FERD) equally owned a parcel of land located at Tun Hwa South Road, Taipei City. Under an agreement entered into with YDC, the Corporation and FERD had agreed on the following: (a) construction of a twin tower building (Taipei Metro) by YDC on the said land, (b) continued use of the land without additional compensation for 30 years starting from the date of the completion of the building, (c) transfer to each of the Corporation and FERD 12% of the usable area of the building, and (d) transfer to FERD and the Corporation the remaining usable area of the building after the end of 30 years in exchange for the carrying amount of the property. In view of the foregoing agreement, the Corporation recorded the 12% of the building construction cost or $1,402,753 thousand as building acquired and as long-term deferred revenue, and recognized as revenue on a periodic basis.
-
c. SYDCCL signed a contract with Mie Business Services Co., Ltd. (Mie Business). The contract fully authorized Mie Business to manage and operate SYDCCL’s store located in area A of Guosetianxiang Second-Stage in Wenjiang District of Chengdu City, with an area of 932.49 square meters. The contract started from May 1, 2017 and will end on March 31, 2022.
-
d. The Corporation also has lease contract for Asia-Cement Building and Pao-Ching Building, as well as land and building located in Chiayi City and Wuhan. These investment properties are leased out for 1 to 10 years with monthly lease payments.
The Group’s undeveloped investment properties included a parcel of land located in Lin-Ya, Kaohsiung, as well as stores, apartments, and office buildings acquired by SIYDCCL and HYDCCL as collaterals for overdue balances from customers.
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The fair values of investment properties were valued by independent qualified professional appraisers. According to local requirements, entities are required to have independent appraisal for the investment properties with individual carrying amount of $300 million or higher. The fair values of investment properties as of December 31, 2019 and 2018 were determined by qualified professional appraisers, Mr. Chang from Savills (Taiwan) Limited and Mr. Tsai from DTZ real estate appraisers firm on March 4, 2020 and March 4, 2019, respectively.
The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements in the fair value were as follows:
| Balance at January 1, 2018 Recognized in profit or loss (gain or loss from changes in fair value of investment property) Recognized in other comprehensive income Exchange differences on translating the financial statements of foreign operations Purchases Transfers into Level 3 Transfers out of Level 3 Balance at December 31, 2018 Balance at January 1, 2019 Recognized in profit or loss (gain or loss from changes in fair value of investment property) Recognized in other comprehensive income Exchange differences on translating the financial statements of foreign operations Purchases Balance at December 31, 2019 |
Completed Investment Property Investment Property under Construction $ 29,352,403 $ 6,393,008 128,575 (30,560) (1,171) (5,579) 1,269 - - 149,528 - (22,270) $ 29,481,076 $ 6,484,127 $ 29,481,076 $ 6,484,127 363,361 (165,714) (2,243) (11,392) 24,834 2,390 $ 29,867,028 $ 6,309,411 |
Total $ 35,745,411 98,015 (6,750) 1,269 149,528 (22,270) $ 35,965,203 $ 35,965,203 197,647 (13,635) 27,224 $ 36,176,439 |
|---|---|---|
The fair value measurement of undeveloped land located in Lin-Ya, Kaohsiung, was measured by land development analysis. The increase in estimated total selling price, the increase in rate of return, or the decrease in overall capital interest rate would result in an increase in the fair value. The significant assumptions used were as follows:
| Estimated total selling price Rate of return Overall capital interest rate |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 19,379,643 22% 5.99% |
2018 $ 18,991,547 22% 6.08% |
The total selling price is estimated on the basis of the most effective use of the land or property available for sale after development is completed, taking into account the related regulations, domestic macroeconomic prospects, local land use, and market rates.
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The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used were stated below. The increase in estimated future net cash inflows or the decrease in discount rates would result in increase in the fair value.
| Expected future cash inflows Expected future cash outflows Expected future cash inflows, net Discount rate |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 36,224,173 1,517,032 $ 34,707,141 2.07%-6.25% |
2018 $ 35,860,267 1,499,390 $ 34,360,877 2.07%-6.25% |
The market rentals in the area where the investment property is located were between $1 thousand and $5 thousand per ping (i.e., per 3.3 square meters).
The rental income generated for the years ended December 31, 2019 and 2018 was $352,671 thousand and $342,591 thousand, respectively.
The expected future cash inflows to be generated by investment properties include rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the Group’s current rental contract, regional and market quotation, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the interest rate for one-year central bank-announced demand deposit interest rate; the disposal value was determined using the direct capitalization method under the income approach. The expected future cash outflows to be incurred by investment properties include expenditure such as land value taxes, house taxes, insurance premium, maintenance costs and others. This expenditure was extrapolated on the basis of the current level of expenditure, taking into account the future adjustment to the government-announced land value, and the tax rate promulgated under the House Tax Act.
The discount rate was determined by reference to the interest rate for two-year time deposits as posted by Chunghwa Post Co., Ltd., plus 0.75%, or estimated income capitalization rate, whichever is higher, as well as any asset-specific risk premiums. As of December 31, 2019 and 2018, the risk premiums were both 0.225%-4.50%.
Refer to Note 38 for the carrying amount of investment properties pledged by the Group as collaterals for borrowings.
19. INTANGIBLE ASSETS - GOODWILL
| Cost Balance at January 1 Impairment losses recognized Effect of foreign currency exchange differences Balance at December 31 |
2019 $ 2,497,148 - (98,504) $ 2,398,644 |
2018 $ 3,171,735 (630,631) (43,956) $ 2,497,148 |
|---|---|---|
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The goodwill comprised of the following:
-
a. In July 2010, HYDCCL acquired 70% ownership of WYXC. The investment cost in excess of the fair value of net identifiable assets of the investee was the amount of goodwill, which was RMB138,759 thousand. The recoverable amount of the cash generating unit were lower than the related carrying amount, and impairment loss of RMB138,759 thousand were recognized for the year ended December 31, 2018.
-
b. In April 2014, SYDCCL acquired 100% ownership of SLCL. The investment cost in excess of the fair value of net identifiable assets of the investee was the amount of goodwill, which was RMB554,241 thousand.
-
c. On December 31, 2014, the Corporation acquired control power over YLT. The investment cost in excess of the fair value of net identifiable assets of the investee was the amount of goodwill, which was $20,780 thousand.
As of December 31, 2019, the Group assessed that there was no indication of impairment on the cash-generating units including the goodwill listed above.
20. INTANGIBLE ASSETS - OTHERS
| Quarry Right Cost Balance at January 1, 2018 $ 1,734,896 Additions - Disposals - Transferred from completed construction - Effect of foreign currency exchange differences (28,227) Balance at December 31, 2018 1,706,669 Accumulated amortization and impairment Balance at January 1, 2018 711,637 Amortization expense 171,621 Disposals - Effect of foreign currency exchange differences (15,232) Balance at December 31, 2018 868,026 Carrying amounts at December 31, 2018 $ 838,643 |
Computer Software $ 246,703 13,037 (379) 1,333 (1,346) 259,348 217,219 11,292 (379) (1,036) 227,096 $ 32,252 |
Others $ 419,776 - - - (1,619) 418,157 91,693 1,336 - (1,612) 91,417 $ 326,740 |
Total $ 2,401,375 13,037 (379) 1,333 (31,192) 2,384,174 1,020,549 184,249 (379) (17,880) 1,186,539 $ 1,197,635 |
|---|---|---|---|
- 54 -
| Quarry Right Cost Balance at January 1, 2019 $ 1,706,669 Additions 49,836 Disposals - Accruals 4,820,027 Transferred from completed construction - Effect of foreign currency exchange differences (273,628) Balance at December 31, 2019 6,302,904 Accumulated amortization and impairment Balance at January 1, 2019 868,026 Amortization expense 1,279,440 Disposals - Effect of foreign currency exchange differences (89,688) Balance at December 31, 2019 2,057,778 Carrying amounts at December 31, 2019 $ 4,245,126 |
Computer Software $ 259,348 9,105 (937) - 2,363 (3,174) 266,705 227,096 12,846 (937) (2,546) 236,459 $ 30,246 |
Others $ 418,157 - - - - (3,655) 414,502 91,417 439 - (3,655) 88,201 $ 326,301 |
Total $ 2,384,174 58,941 (937) 4,820,027 2,363 (280,457) 6,984,111 1,186,539 1,292,725 (937) (95,889) 2,382,438 $ 4,601,673 |
|---|---|---|---|
The above items of other intangible assets with finite useful lives are amortized on a straight-line basis. Quarry rights are amortized over 40 to 47 years and the computer software and others are amortized over 2 to 6 years. The other items with indefinite useful lives will not be amortized until their useful lives are determined to be finite. Instead, they will be tested for impairment annually and whenever there is an indication that they may be impaired.
According to the Plan for the Reform of the Mineral Resource Royalty System issued by the State Council of the People's Republic of China, proceeds from prospecting and mining rights shall be changed into proceeds from assignment of mining rights and shall be determined according to valuation and benchmark market prices under similar conditions, whichever is higher. The proceeds from the transfer of mining rights shall be determined at one time and paid in the form of monetary funds. The specific measures for payment shall be developed separately by the Ministry of Finance in conjunction with the Ministry of Land and Resources.
In 2019, the Group finalized the independent valuer report in accordance with the aforementioned reform plans on the mine reserves and the estimated amount of the provision of mine reserve fund was RMB1,075,031 thousand, which was capitalized into the cost of quarry. In addition, the Group was required to accrue an amount of RMB275,076 thousand as cost of production of mine, which represented the amount of mine excavated times the agreed amount of unit cost for the current and past years, and such amount was charged to the cost of sales of the Group for the year ended December 31, 2019. As of the balance sheet date, the mine reserve fund of RMB1,075,031 thousand was accounted for as accounts payable and accrued expenses - third parties since the actual payment date and amounts have not yet been finalized with the local government.
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21. PREPAYMENTS FOR LEASES
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Current assets (included in prepayments line item) | $ | 142,246 |
| Non-current assets | 3,779,353 | |
| $ | 3,921,599 |
The above prepayments for leases include land use rights in mainland China, Hong Kong, Singapore and Vietnam. The amortization expense is $85,382 thousand for the year ended December 31, 2018.
22. OTHER NON-CURRENT ASSETS
| Prepaid investments Net defined benefit assets Refundable deposits Others Refundable deposits Current (accounted for as other current assets) Non-current |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 1,437,673 2,536,388 328,403 9,420 $ 4,311,884 $ 71,424 $ 328,403 |
2018 $ 2,042,722 1,898,029 914,114 9,693 $ 4,864,558 $ 82,493 $ 914,114 |
The prepaid investments comprised of the following:
-
a. On March 23, 2017, the Corporation acquired 155 thousand issued shares of China Shanshui Investment Company Limited (CSI) in the amount of HK$577,662 thousand from six shareholders of CSI under a share purchase agreement. The Corporation already obtained the physical share certificates of the acquired CSI shares. Pursuant to the Articles of Association of CSI, the share ownership can only be recorded on the register of shareholders if the board of directors of CSI approves the share transfer. The Corporation submitted all necessary documents to CSI for registration of the share transfer. However, CSCGL and its subsidiaries obtained from the High Court of Hong Kong an injunction order by way of an ex-parte application on April 11, 2017. Pursuant to the injunction order, four out of the abovementioned six shareholders, Mi Jingtian, Zhao Liping, Li Maohuan and Yu Yuchuan, are prohibited from removing any of their assets in Hong Kong. Each of their assets’ value is up to RMB142 million (or its Hong Kong dollar equivalent), in particular, their shares in CSI and/or any proceeds from sales of any such CSI shares. The Corporation is neither a plaintiff nor a defendant in the aforesaid proceedings. But, for the purpose of securing and exercising the rights and interests of the acquired shares of CSI, the Corporation provided a bank guarantee of RMB142 million to the High Court of Hong Kong according to the High Court’s ruling on April 21, 2017. On the same day, the High Court of Hong Kong lifted the injunction order on the shares of CSI acquired by the Corporation. Since the payment liability event as agreed in the bank guarantee did not occur before due date and the bank guarantee expired on April 21, 2019, the Corporation’s obligations were terminated on the same day.
-
56 -
In addition, Chan Hongqing, a PRC individual, claimed that the CSI shares which the Corporation acquired from the abovementioned four shareholders were pledged as collaterals under a loan contract signed on August 17, 2015 with him and thus applied for arbitration with China International Economic and Trade Arbitration Commission in Beijing. Later, by an order of the High Court of Hong Kong on June 27, 2017, it requested the appointment of interim receivers in respect of the CSI shares held by the four shareholders until the end of the arbitral proceedings. On May 17, 2018, the High Court of Hong Kong set aside the order before the final award of the arbitration. The arbitral proceeding was therefore terminated on June 12, 2018.
On October 2, 2018, Chan Hongqing applied to the High Court of Hong Kong for interlocutory relief in another proceedings against the Corporation to prohibit the Corporation and the abovementioned four CSI shareholders from transferring and registering their CSI shares. Then his application for interlocutory relief was dismissed by the High Court of Hong Kong. The Corporation engaged lawyers to proactively liaise with the board of directors of CSI in connection with the registration of the share transfer.
As for the shares acquired from the other two CSI shareholders, Dong Chengtian and Wang Yongping, Chan Hongqing also claimed that the CSI shares held by the two shareholders were pledged as collaterals under the same loan contract mentioned above. As a result, the board of directors of CSI refused to approve the share transfer. Later, as the Corporation filed a lawsuit to the High Court of Hong Kong against CSI, the board of directors of CSI finally approved the share transfer. The registration of the CSI shares acquired from the two shareholders, Dong Chengtian and Wang Yongping, were completed and the prepaid investments in the balance sheets was therefore reclassified to financial assets at fair value through other comprehensive income - non-current. Refer to Note 8.
- b. Chu Feng Power Corporation, Preparatory Office (Chu Feng), founded in October 2016, was created by DCI, the Corporation’s subsidiary, for the development of offshore wind power in Taiwan. As of December 31, 2019 and 2018, the accumulated prepaid investments were $142,768 thousand and $131,544 thousand, respectively. In March 2018, Chu Feng submitted an application to the Bureau of Energy, Ministry of Economic Affairs, ROC, for the offshore wind power project’s selection. However, Chu Feng did not pass the selection according to the announcement on April 30, 2018. In June 2018, Chu Feng joined the second stage auction and its bid failed again. Later, on March 25, 2020, DCI’s board of directors resolved to enter into a bidding contract (including the final version of the joint venture contract) with Innogy Renewables Beteiligungs GmbH Company. As of the balance sheet date, the Group recognized the amounts paid within the preparatory period as other receivables or prepaid investments. The Group also recognized full amounts of provisions based on the preparatory loss of Chu Feng. Refer to Note 28.
23. SHORT-TERM BORROWINGS
| Unsecured Secured Interest rate (%) Final repayment date: Unsecured Secured |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 22,211,603 1,600,000 $ 23,811,603 0.95-3.79 2020.12.24 2020.2.19 |
2018 $ 23,099,239 1,706,000 $ 24,805,239 1.04-5.30 2019.10.31 2019.3.26 |
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24. SHORT-TERM BILLS PAYABLE
| Commercial paper Less: Unamortized discounts on bills payable Interest rate (%) |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 18,938,500 6,206 $ 18,932,294 0.38%-1.3% |
2018 $ 18,569,425 4,956 $ 18,564,469 0.36%-1.26% |
Short-term bills payable were issued under guarantee obtained from financial institutions.
25. OTHER PAYABLES
| Payable on investment |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 312,069 |
2018 $ 334,305 |
Payable on investment is the unpaid consideration for SIYDCCL’s acquisition of SLCL, which amounted to RMB72,738 thousand.
26. LONG-TERM LIABILITIES
| Bank loans Long-term commercial paper Less: Unamortized discounts Bonds Domestic bonds 1stunsecured bonds issued in 2014 1stunsecured bonds issued in 2016 1stunsecured bonds issued in 2019 2ndunsecured bonds issued in 2019 Overseas bonds 3rdEuro convertible bonds issued in 2018 - US$215,000 thousand Less: Current portion |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 30,972,304 - - 30,972,304 - 6,000,000 6,500,000 3,500,000 16,000,000 6,280,808 53,253,112 13,151,315 $ 40,101,797 |
2018 $ 31,886,897 5,000,000 7,989 36,878,908 4,000,000 6,000,000 - - 10,000,000 6,192,567 53,071,475 7,285,012 $ 45,786,463 |
-
a. Bank loans are repayable in installments at varying amounts or in one lump-sum payment prior to April 3, 2039. The Group has signed long-term revolving credit facilities with banks. As of December 31, 2019 and 2018, interest rates were 0.89%-6.75% and 0.89%-5.58%, respectively.
-
b. Long-term commercial paper was issued by contract. As of December 31, 2018, interest rates were 0.83%-0.84%. The maturity date of the contract is December 19, 2020.
-
58 -
-
c. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to August 16, 2024. As of December 31, 2019 and 2018, interest rates were 0.79%-0.88% and 0.80%-1.36%, respectively.
-
d. In order to redeem bonds and pay interest expenses, on May 13, 2013, the Corporation issued 2[nd] US$220,000 thousand (equivalent to NT$6,551,380 thousand) zero coupon Euro convertible bonds due 2018.
The terms of the zero coupon Euro convertible bonds included the following:
- 1) Final redemption
Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.
-
2) The bonds are convertible into the Corporation’s ordinary shares (“Shares”) at any time on or after June 23, 2013 and prior to the close of business on April 13, 2018. The initial conversion price was NT$48 per Share, determined on the basis of a fixed exchange rate of NT$29.53=US$1.00.
-
3) Redemption at the option of the Corporation
At any time on or after May 13, 2016, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.53=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.
- 4) Redemption at the option of the bondholders
Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem in whole or in part of the bonds held by such holder on May 13, 2016 at a redemption price equal to 100% of the principal amount thereof. (Refer to item 6 below for information on the redemption of bonds.)
-
5) The conversion price shall be subject to adjustment when there is occurrence of, including (but not limited to), the following:
-
a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.
-
b) Subdivision, consolidation and reclassification of Shares.
-
c) Rights issues to shareholders.
-
d) Employee share bonus.
-
e) Warrants issued to holders of Shares.
-
f) Issues of rights or warrants for equity-related securities to holders of Shares.
-
g) Capital distributions, other distributions to shareholders.
-
59 -
-
h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.
-
i) Other issues of Shares.
-
j) Issue of equity related securities.
-
k) Capital reduction.
-
l) Tender or exchange offer.
-
m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above.
-
-
6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$217,000 thousand on May 11, 2016. After the redemption, the bonds outstanding in the amount of US$3,000 thousand had been paid on May 10, 2018.
-
e. In order to repay the debt, save interest expenses, and strengthen the Corporation’s financial structure, on September 21, 2018, the Corporation issued US$215,000 thousand (equivalent to NT$6,620,710 thousand), which is the third zero coupon Euro convertible bond due on 2023.
The terms of the zero coupon Euro convertible bonds included the following:
- 1) Final redemption
Unless previously redeemed, repurchased and canceled, or converted, the Bonds will be redeemed on the maturity date at the settlement equivalent of 103.04% of the unpaid principal amount thereof.
-
2) The bonds are convertible into the Corporation’s ordinary shares (“Shares”) at any time on or after December 21, 2018 and prior to the close of business on August 22, 2023. The initial conversion price was NT$42.24 per Share, determined on the basis of a fixed exchange rate of NT$30.794=US$1.00.
-
3) Redemption at the option of the Corporation
At any time on or after September 21, 2021, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of the bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$30.794=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.
- 4) Redemption at the option of the bondholders
Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem in whole or in part of the bonds held by such holder on September 21, 2021 at a redemption price equal to the settlement equivalent of 101.81% of the principal amount in U.S. dollars. Any U.S. dollar denominated amount payable in respect of the bonds will be converted into NT dollars using a fixed exchange rate and then converted back to a U.S. dollar amount using the applicable prevailing rate at the time of redemption.
-
60 -
-
5) The conversion price shall be subject to adjustment when there is occurrence of, including (but not limited to), the following:
-
a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.
-
b) Subdivision, consolidation and reclassification of Shares.
-
c) Rights issues to shareholders.
-
d) Employee share bonus.
-
e) Warrants issued to holders of Shares.
-
f) Issues of rights or warrants for equity-related securities to holders of Shares.
-
g) Capital distributions, other distributions to shareholders.
-
h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.
-
i) Other issues of Shares.
-
j) Issue of equity related securities.
-
k) Capital reduction.
-
l) Tender or exchange offer.
-
m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$39.7 as of December 31, 2019.
-
-
f. As of December 31, 2019, CHP had used its credit lines as follows:
| Amount | Contract | |||
|---|---|---|---|---|
| Loan Item | Category | (In Thousands) | Interest Rate | Period |
| A | Loan |
NT$ 2,850,000 | 1.797 | 20 years |
The financial commitment that should be maintained by CHP under the payment terms are as follows:
-
1) Debt ratio as of year-end (total debt divided by total equity);
-
a) Under 200% from 2019 to 2023. b) Under 150% from 2024 to 2039.
-
2) Interest coverage ratio should be at least 150% from 2019 to 2039.
The above financial ratios are based on audited financial statements. Debt ratio and interest coverage ratio should be reviewed at least on annual basis.
- 61 -
g. As of December 31, 2019, CHP had used its credit lines as follows:
| Amount | Interest Rate/ | ||
|---|---|---|---|
| Bank | (In Thousands) | Guarantee Fee Rate (%) | Contract Period |
| Mizuho | NT$ 184,252 | 0.45 | 2019.09.18-2020.09.18 |
| Mizuho | NT$ 275,000 | 0.45 | 2019.09.18-2020.09.18 |
| Mizuho | US$ 4,470 | 0.45 | 2020.09.18-2020.09.18 |
27. DEFERRED REVENUE
| Land use right Others Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 790,753 133,052 $ 923,805 $ 75,912 847,893 $ 923,805 |
2018 $ 858,838 140,879 $ 999,717 $ 75,912 923,805 $ 999,717 |
-
a. The deferred revenue on land use rights in Lin-Ya, Kaohsiung granted to FEDSDL (Note 18) is amortized to income over 50 years on a straight-line basis.
-
b. The deferred revenue on land use rights of Taipei Metro granted to YDC (Note 18) is amortized to income over 30 years on a straight-line basis.
28. OTHER LIABILITIES
| Preparatory costs provisions (Note 22) Decommissioning of electric factory provisions Accrued reward provisions Compensation of traffic accident provisions Other provisions (Note 39) Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 263,015 217,942 130,172 134,324 20,640 $ 766,093 $ 50,661 715,432 $ 766,093 |
2018 $ 222,729 217,942 140,572 127,894 18,440 $ 727,577 $ 48,200 679,377 $ 727,577 |
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29. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Corporation and the subsidiaries in the ROC adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at specific rate of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plan adopted by the Corporation and domestic subsidiaries in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months or last month before retirement. The Corporation and domestic subsidiaries contribute amounts equal to 2%-15% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Deficit (surplus) Net defined benefit liabilities (asset) |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 1,296,487 (3,668,667) (2,372,180) $ (2,372,180) |
2018 $ 1,322,473 (3,035,395) (1,712,922) $ (1,712,922) |
Movements in net defined benefit liabilities (assets) were as follows:
| Present Value | |||
|---|---|---|---|
| of the Defined | Net Defined | ||
| Benefit | Fair Value of | Benefit | |
| Obligation | the Plan Assets | Liability (Asset) | |
| Balance at January 1, 2018 | $ 1,527,968 |
$ (2,860,286) |
$ (1,332,318) |
| Service cost | |||
| Current service cost | 19,607 | - | 19,607 |
| Net interest expense (income) | 17,492 |
(33,798) |
(16,306) |
| Recognized in profit or loss | 37,099 |
(33,798) |
3,301 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (303,940) | (303,940) |
| Actuarial loss - changes in demographic | |||
| assumptions | 259 | - | 259 |
| (Continued) |
- 63 -
| Present Value | Present Value | |||||
|---|---|---|---|---|---|---|
| of | the Defined | Net Defined | ||||
| Benefit | Fair Value of | Benefit | ||||
| Obligation | the | Plan Assets | Liability (Asset) | |||
| Actuarial loss - changes in financial | ||||||
| assumptions | $ | 20,848 |
$ | - |
$ | 20,848 |
| Actuarial loss - experience adjustments | (46,872) |
- |
(46,872) | |||
| Recognized in other comprehensive income | (25,765) |
(303,940) |
(329,705) | |||
| Contributions from the employer | - | (25,085) | (25,085) | |||
| Benefits paid | (216,873) | 183,077 | (33,796) | |||
| Others | 44 |
4,637 |
4,681 | |||
| Balance at December 31, 2018 | $ | 1,322,473 |
$ | (3,035,395) |
$ | (1,712,922) |
| Balance at January 1, 2019 | $ | 1,322,473 |
$ | (3,035,395) |
$ | (1,712,922) |
| Service cost | ||||||
| Current service cost | 15,773 | - | 15,773 | |||
| Net interest expense (income) | 13,951 |
(32,999) |
(19,048) | |||
| Recognized in profit or loss | 29,724 |
(32,999) |
(3,275) | |||
| Remeasurement | ||||||
| Return on plan assets (excluding amounts | ||||||
| included in net interest) | - | (674,330) | (674,330) | |||
| Actuarial loss - changes in demographic | ||||||
| assumptions | 125 | - | 125 | |||
| Actuarial loss - changes in financial | ||||||
| assumptions | 17,531 | - | 17,531 | |||
| Actuarial loss - experience adjustments | 52,335 |
- |
52,335 | |||
| Recognized in other comprehensive income | 69,991 |
(674,330) |
(604,339) | |||
| Contributions from the employer | - | (18,447) | (18,447) | |||
| Benefits paid | (125,701) | 91,676 | (34,025) | |||
| Liabilities extinguished on settlement | - |
828 |
828 | |||
| Balance at December 31, 2019 | $ | 1,296,487 |
$ | (3,668,667) |
$ | (2,372,180) |
| (Concluded) |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
-
64 -
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate(s) Expected rate(s) of salary increase |
**December 31 ** |
|---|---|
| 2019 2018 0.65%-1.15% 0.75%-1.40% 2.00%-2.50% 2.00%-2.50% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate(s) 0.25% increase 0.25% decrease Expected rate(s) of salary increase 1% increase 1% decrease |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ (27,702) $ 28,636 $ 126,052 $ (116,810) |
2018 $ (30,402) $ 31,476 $ 139,268 $ (128,585) |
The major categories of plan assets at the end of the reporting period are disclosed based on the information announced by the Bureau:
| Equity instruments Deposited in financial institutions Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 82.07 9.86 8.07 100.00 |
2018 84.40 6.75 8.85 100.00 |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| The expected contributions to the plan for the next year The average duration of the defined benefit obligation |
December | 31 | |
|---|---|---|---|
| 2019 2018 $ 10,954 $ 14,925 6.6-11.5 years 7-12.5 years |
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30. EQUITY
a. Share capital
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 4,000,000 $ 40,000,000 3,361,447 $ 33,614,472 |
2018 4,000,000 $ 40,000,000 3,361,447 $ 33,614,472 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
The total of 350,000 thousand and 10,000 thousand shares of the Corporation’s authorized shares are reserved for the issuance of convertible bonds and employee share option, respectively.
- b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Donation The difference between consideration received or paid and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition Change of capital surplus of associates and joint ventures accounted for using equity method (2) May be used to offset a deficit only Change of capital surplus of associates and joint ventures accounted for using equity method (3) May not be used for any purpose Share warrants Change of capital surplus of associates and joint ventures accounted for using equity method |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 41,790 54,907 992,530 1,089,227 128,141 185,411 53,275 238,686 $ 1,456,054 |
2018 $ 41,790 54,907 992,530 1,089,227 38,085 185,411 49,831 235,242 $ 1,362,554 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
-
2) Such capital surplus from the effect of changes in associate’s ownership interest in its subsidiary that resulted from actual acquisition and disposal of equity may be used to offset a deficit or distributed as cash dividends or share dividends under Article 241-1 of Company Act.
-
66 -
-
3) Such capital surplus from the effect of changes in associate’s ownership interest in its subsidiary that resulted from equity transactions other than actual acquisition and disposal may be used to offset a deficit under Article 239-1 of Company Act.
-
c. Retained earnings and dividends policy
Under the dividend policy, where the Corporation has a profit at the end of a fiscal year, the Corporation shall first pay business income taxes based on law and then offset losses of previous years, and if there is any remaining profit, 10% of the balance shall be appropriated as legal reserve. In addition, appropriation for special reserve shall be made based on provisions of law. Any remaining amount of profit together with the accumulated undistributed earnings of the previous year shall be allocated for distribution to shareholders. However, depending on the condition of the business, part of the profit may be retained. In case of an increase in the capital of the Corporation, the shareholders’ bonus for the new shares in the year of issue shall be decided in the shareholders’ meeting. For the policies on distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 32 (f).
The distribution of shareholders’ dividend shall take into consideration the changes in the outlook of the Corporation’s businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Shareholders’ dividend shall be distributed with the aim of maintaining stable shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, the dividend payout ratio each fiscal year shall be no less than 50% of the final surplus which is the sum of after-tax profit of the fiscal year to withhold previous loss, if any, legal reserve and special reserve as required by law; the cash dividend shall not be less than 10% of the total shareholders’ dividend distributed in the same year.
These appropriations shall be resolved by the shareholders in the following year and given effect to in the financial statements of that year.
The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The Corporation is required to appropriate to or reverse from special reserve amounts that pertains to items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”.
The appropriation of earnings and dividends per share for 2018 and 2017 were approved in the shareholders’ meetings on June 24, 2019 and June 26, 2018, respectively, were as follows:
Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2018 $ 1,111,709 $ 518,281 $ 9,412,052 $ 2.8 |
2017 $ 546,900 $ 943,188 $ 4,033,737 $ 1.2 |
- 67 -
The appropriation of earnings for 2019 had been proposed by the Corporation’s board of directors on March 25, 2020. The proposed appropriation of earnings and dividend per share were as follows:
| Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
For the Year Ended December 31, 2019 $ 1,745,967 $ 804,347 $ 10,084,341 $ 3.0 |
|---|---|
Assuming that the shares reciprocally held by associates were not treated as treasury shares and not deducted from weighted average number of shares outstanding, the basic EPS would be NT$5.19 for the year ended December 31, 2019.
The appropriations of earnings for 2019 are subject to the resolution of the shareholders’ meeting to be held on June 23, 2020.
- d. Special reserve recognized at the date of transition
In the first-time adoption of IFRSs, the amounts of adjusted unrealized revaluation increments, cumulative translation adjustments and unappropriated earnings recognized from the investment properties of associates which used fair value as deemed cost were $10,715,430 thousand, $3,163,258 thousand and $52,494 thousand, respectively; the Corporation appropriated the amounts to special reserve.
In addition, on the initial application of the fair value model to investment properties, the Corporation appropriated to special reserve the amount of the net increase in fair value of investment properties and transferred it to retained earnings. Additional special reserve should be appropriated for subsequent net increases in fair value. The amount appropriated may be reversed to the extent that the cumulative net increases in fair value decrease or on the disposal of investment properties.
The Group and its associates used and disposed of some of the related assets; accordingly, special reserve reversed to unappropriated earnings amounted to $548,152 thousand as of December 31, 2019.
-
e. Other equity items
-
1) Exchange differences on translating the financial statements of foreign operations
Balance at January 1 Exchange differences on translating the financial statements of foreign operations Share of exchange difference of associates and joint ventures accounted for using equity method Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ (2,641,364) (1,818,030) (1,453,807) $ (5,913,201) |
2018 $ (2,638,153) (627,348) 624,137 $ (2,641,364) |
- 68 -
2) Unrealized gain (loss) on financial assets at FVTOCI
Balance at January 1 Unrealized gain - equity instruments Related income tax Share from associates and joint ventures accounted for using equity method Equity instruments Debt instruments Cumulative unrealized loss of equity instruments transferred to retained earnings due to disposal Balance at December 31 3) Cash flow hedges Balance at January 1 Cash flow hedges Share from associates and joint ventures accounted for using equity method Balance at December 31 4) Gains on property revaluation Balance at January 1 Share from associates and joint ventures accounted for using equity method Balance at December 31 f. Non-controlling interests Balance at January 1 Effect of retrospective application Balance at January 1, 2019 as restated Attributable to non-controlling interests: Share of profit for the year Other comprehensive income (loss) during the year Exchange difference on translating the financial statements of foreign operations Unrealized gain on financial assets at FVTOCI Related income tax |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2019 2018 $ 5,268,916 $ 516,962 1,190,260 926,188 - (219,554) 1,502,271 634,103 26,587 2,520 (79,711) 3,408,697 $ 7,908,323 $ 5,268,916 For the Year Ended December 31 |
||||
| 2019 $ 60,934 - (8,793) $ 52,141 For the Year Ended |
2018 $ 58,485 (2,434) 4,883 $ 60,934 December 31 |
|||
| 2019 $ 307,728 77,486 $ 385,214 **For the Year Ended ** |
2018 $ 307,728 - $ 307,728 **December 31 ** |
|||
| 2019 $ 21,156,120 (4) 21,156,116 4,784,280 (817,599) 3,032 - |
2018 $ 18,365,609 - 18,365,609 3,772,103 (267,413) 1,497 (526) (Continued) |
- 69 -
Remeasurement on defined benefit plans Related income tax Share of other comprehensive income of associates and joint ventures accounted for using equity method Share of other changes in equity of associates and joint ventures accounted for using equity method Cash dividends from subsidiaries Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 736 (118) 3,782 (29) (1,748,520) $ 23,381,680 |
2018 $ (309) 3 8,662 (2) (723,504) $ 21,156,120 (Concluded) |
31. OPERATING REVENUE
a. Revenue from contracts with customers
Operating revenue Sales of goods Electric power revenue Transportation revenue Rental revenue Engineering revenue Income from investments Sale of investments Cost of investments sold Gain on sale of investments, net Dividends Total income from investments Less: Sales returns and discounts Total operating revenue, net |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 79,348,234 6,385,664 1,751,490 1,110,758 183,836 5,969,730 5,651,384 318,346 310,015 628,361 60,706 $ 89,347,637 |
2018 $ 73,071,313 5,905,306 1,803,059 1,142,218 286,691 3,135,587 2,883,728 251,859 335,416 587,275 54,858 $ 82,741,004 |
b. Contract balances
Contract assets Contract liabilities |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ 68,412 $ 987,496 |
2018 $ 147,528 $ 731,015 |
The changes in the balance of contract assets and contract liabilities primarily result from the timing difference between the Group’s performance and the respective customer’s payment
- 70 -
32. NET PROFIT
Net profit was as follows:
a. Other income
Interest income Dividends Government grants Rental income Others |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 1,126,001 451,294 219,549 15,826 185,930 $ 1,998,600 |
2018 $ 370,571 434,898 430,015 51,105 193,214 $ 1,479,803 |
b. Other gains and losses
Net gain (loss) gain on financial assets and liabilities designated as at FVTPL Net foreign exchange (losses) gains Gain on changes in fair value of investment properties (Note 18) Bank charges Gain on disposal of investments Loss on disposal of property, plant and equipment Preparatory costs (Note 22) Loss on disposal of investments accounted for using equity method Impairment losses of goodwill Impairment losses recognized on investments accounted for using equity method Gain on disposal of subsidiaries Miscellaneous expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 1,129,040 (260,069) 197,647 (129,895) 46,846 (44,225) (40,286) (5,761) - - - (231,643) $ 661,654 |
2018 $ (256,294) 90,672 98,015 (142,401) - (33,455) (159,275) - (630,631) (200,245) 40,440 (540,592) $ (1,733,766) |
c. Finance costs
Interest on bank loans Interest on lease liabilities Amortization of discount on bonds payable Other interest expense Less: Amounts included in the cost of qualifying assets (capitalized interest) |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 1,745,355 38,518 88,240 5,842 (57,332) $ 1,820,623 |
2018 $ 1,645,742 - 24,567 3,103 (227) $ 1,673,185 |
- 71 -
Information about capitalized interest was as follows:
Capitalized interest Capitalization rate
| For the Year Ended December 31 |
|---|
| 2019 2018 |
| $ 57,332 $ 227 |
| 0.758%-1.797% 0.726%-1.139% |
d. Depreciation and amortization
An analysis of depreciation by function Operating costs Operating expenses Non-operating expenses An analysis of amortization by function Operating costs Operating expenses |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 4,614,621 207,601 5,196 $ 4,827,418 $ 1,281,762 10,963 $ 1,292,725 |
2018 $ 4,524,970 115,507 9,084 $ 4,649,561 $ 172,655 11,594 $ 184,249 |
e. Employee benefits expense
Post-employment benefits (Note 29) Defined contribution plans Defined benefit plans Short-term benefits Salary Remuneration of directors Labor and health insurance Other employees - related expenses Termination benefits Other employee benefits Total employee benefits expense Post-employment benefits (Note 29) Defined contribution plans Defined benefit plans Short-term benefits Salary Remuneration of directors Labor and health insurance Other employees - related expenses Termination benefits Other employee benefits Total employee benefits expense |
For the Year Ended December 31, 2019 | For the Year Ended December 31, 2019 | |
|---|---|---|---|
| Operating Costs Operating Expenses Non-operating Expenses $ 153,661 $ 36,735 $ - (457) (2,818) - 3,115,692 1,062,143 9,492 - 246,812 - 173,266 48,568 (1) 95,147 84,028 6 174 - 1,235 - 180,062 - $ 3,537,483 $ 1,655,530 $ 10,732 For the Year Ended December 31, 2018 |
Total $ 190,396 (3,275) 4,187,327 246,812 221,833 179,181 1,409 180,062 $ 5,203,745 |
||
| Operating Costs $ 160,404 3,743 2,869,723 - 176,539 86,654 - - $ 3,297,063 |
Operating Expenses Non-operating Expenses $ 41,020 $ 80 (442) - 932,725 3,200 250,692 - 50,966 153 12,285 70 - 3,270 71,340 432 $ 1,358,586 $ 7,205 |
Total $ 201,504 3,301 3,805,648 250,692 227,658 99,009 3,270 71,772 $ 4,662,854 |
- 72 -
f. Employees’ compensation and remuneration of directors
The Corporation accrued employees’ compensation and remuneration of directors at the rates between 1% and 4% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018, which have been approved by the Corporation’s board of directors on March 25, 2020 and March 21, 2019, respectively, were as follows:
| Employees’ compensation Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2019 Cash Shares $ 261,064 $ - 230,296 - |
2018 | |
| Cash Shares $ 253,436 $ - 223,658 - |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2018 and 2017.
Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
33. INCOME TAXES RELATING TO CONTINUING OPERATIONS
- a. Major components of tax expense recognized in profit or loss
Current tax In respect of the current year Income tax on unappropriated earnings Withholding tax on dividend Adjustments for prior years Deferred tax In respect of the current year Adjustments to deferred tax attributable to changes in tax rates and laws Income tax expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 5,286,839 4,049 357,160 33,997 5,682,045 467,184 - 467,184 $ 6,149,229 |
2018 $ 4,205,378 22,260 143,261 3,608 4,374,507 974,372 132,042 1,106,414 $ 5,480,921 |
- 73 -
A reconciliation of accounting profit and income tax expenses is as follows:
Profit before tax from continuing operations Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Tax-exempt income Unrecognized deductible temporary differences Tax on changes in fair value of investment properties Unrecognized (deductible) loss carryforwards Investment credits Effect of tax rate changes Effect of different tax rate of the Group operating in other jurisdictions Income tax on unappropriated earnings Additional income tax under the Alternative Minimum Tax Act Withholding tax on dividend Adjustments for prior years’ tax Tax credit - income from sources in Mainland China Income tax expense recognized in profit or loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 28,393,182 $ 5,678,636 394,782 (984,792) 1,495,799 (4,024) 44,197 (671,516) - 12,260 4,049 - 357,160 33,997 (211,319) $ 6,149,229 |
2018 $ 20,370,118 $ 4,074,024 646,250 (1,047,109) 2,022,562 (19,411) (82,852) (441,247) 132,042 14,167 22,260 13,366 143,261 3,608 - $ 5,480,921 |
The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 15%-25%. Tax rates used by other entities in the Group operating in other jurisdictions are based on the tax laws in those jurisdictions.
- b. Income tax recognized in other comprehensive income
Deferred tax In respect of the current year Fair value changes of financial assets at FVTOCI Remeasurement on defined benefit plans Total income tax recognized in other comprehensive income |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2019 $ - (117,626) $ (117,626) |
2018 $ (220,107) (64,194) $ (284,301) |
c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 6,785 $ 2,957,672 |
2018 $ 15,901 $ 2,181,268 |
- 74 -
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2019
| Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Deferred tax assets Temporary differences Allowance for impairment loss $ 203,417 $ 58,283 $ - Defined benefit obligation 25,341 - 182 Other financial assets and liabilities 8,943 3,804 - Investment properties 4,173 1,534 - Property, plant and equipment 3,940 235 - Others 127,364 (23,081) - 373,178 40,775 182 Tax losses 63,060 12,853 - $ 436,238 $ 53,628 $ 182 Deferred tax liabilities Temporary differences Land value increment tax $ 3,449,871 $ - $ - Investment properties 3,089,623 (2,490) - Unappropriated earnings of subsidiaries and associates 1,763,029 541,424 - Finance leases 616,363 (17,337) - Defined benefit obligation 338,363 9,762 117,808 Associates 61,168 (3,219) - Property, plant and equipment 32,877 6,807 - Unrealized foreign exchange gain 11,372 (11,372) - Allowance for impairment loss 296 (296) - Others 2,467 (2,467) - $ 9,365,429 $ 520,812 $ 117,808 For the year ended December 31, 2018 Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Deferred tax assets Temporary differences Allowance for impairment loss $ 167,788 $ 39,199 $ - Defined benefit obligation 23,027 - 2,314 Other financial assets and liabilities - 8,943 - |
Exchange Differences Closing Balance $ (10,605) $ 251,095 (7) 25,516 - 12,747 (243) 5,464 30 4,205 (4,163) 100,120 (14,988) 399,147 (131) 75,782 $ (15,119) $ 474,929 $ - $ 3,449,871 - 3,087,133 (10,330) 2,294,123 - 599,026 - 465,933 (2,297) 55,652 - 39,684 - - - - - - $ (12,627) $ 9,991,422 Exchange Differences Closing Balance $ (3,570) $ 203,417 - 25,341 - 8,943 (Continued) |
|---|---|
- 75 -
| Investment properties Property, plant and equipment FVTOCI financial assets Others Tax losses Deferred tax liabilities Temporary differences Land value increment tax Investment properties Unappropriated earnings of subsidiaries Finance leases Defined benefit obligation Associates Property, plant and equipment Other financial assets and liabilities Allowance for impairment loss Others |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income $ 4,124 $ 112 $ - 21,526 (17,647) - 220,113 - (220,113) 75,217 53,746 - 511,795 84,353 (217,799) 52,390 10,839 - $ 564,185 $ 95,192 $ (217,799) $ 3,449,871 $ - $ - 3,109,538 (19,915) - 654,553 1,110,236 - 547,736 68,627 - 245,265 26,596 66,502 65,639 (3,390) - 22,033 10,844 - 4,671 6,701 - 84 212 - 772 1,695 - $ 8,100,162 $ 1,201,606 $ 66,502 |
Exchange Differences Closing Balance $ (63) $ 4,173 61 3,940 - - (1,599) 127,364 (5,171) 373,178 (169) 63,060 $ (5,340) $ 436,238 $ - $ 3,449,871 - 3,089,623 (1,760) 1,763,029 - 616,363 - 338,363 (1,081 ) 61,168 - 32,877 - 11,372 - 296 - 2,467 $ (2,841) $ 9,365,429 (Concluded) |
|---|---|---|
e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
| Loss carryforwards Expire in 2018 Expire in 2019 Expire in 2020 Expire in 2021 Expire in 2022 Expire in 2023 Expire in 2024 Expire in 2025 Expire in 2026 Expire in 2027 Expire in 2029 No expiration |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ - - 65 222,751 247,214 27,810 58,219 299,401 - - 4,312 7,522 $ 867,294 |
2018 $ 1,635 561,999 - 222,721 247,162 27,752 58,219 299,401 156,574 23,022 - - $ 1,598,485 |
-
76 -
-
f. Information about unused loss carryforwards
Loss carryforwards as of December 31, 2019 comprised the following:
| Unused Amount | Unused Amount | Expiry Year |
|---|---|---|
| $ | 65 | 2020 |
| 222,751 | 2021 | |
| 247,214 | 2022 | |
| 27,810 | 2023 | |
| 58,219 | 2024 | |
| 299,401 | 2025 | |
| 229,335 | 2029 | |
| 188,566 | No expiration | |
| $ | 1,273,361 |
- g. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2019 and 2018, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $5,750,255 thousand and $5,104,939 thousand, respectively.
- h. The latest years of income tax returns which had been examined and cleared by the tax authorities were as follows:
| Company The Corporation DCI YTRMC YSRMC FMT AEE AIC FDT YLPPC FSMS NHC CHP YLSS YLT |
Year |
|---|---|
| 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 |
34. EARNINGS PER SHARE
Unit: NT$ Per Share
Basic earnings per share Diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 5.56 $ 5.25 |
2018 $ 3.54 $ 3.49 |
- 77 -
The earnings and weighted average number of ordinary shares outstanding used for the earnings per share computation were as follows:
Net Profit for the Year
Profit for the period attributable to owners of the Corporation Effect of potentially dilutive ordinary shares: Convertible bonds Earnings used in the computation of diluted earnings per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 17,459,673 (55,373) $ 17,404,300 |
2018 $ 11,117,094 26,638 $ 11,143,732 |
Weighted average number of ordinary shares outstanding (in thousand shares):
Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Convertible bonds Weighted average number of ordinary shares used in the computation of diluted earnings per share |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2019 3,138,664 6,888 166,769 3,312,321 |
2018 3,139,152 8,585 44,656 3,192,393 |
The weighted average number of ordinary shares used in the computation of basic earnings per share is the weighted average outstanding shares after subtracting the shares of the Corporation held by the associates treated as treasury shares.
When an entity pays employee compensation that may be settled in shares or cash at the entity’s option, the entity shall presume that the employee compensation will be settled in shares, and the resulting potential shares shall be included in diluted earnings per share if the effect is dilutive. The number of shares is estimated by dividing the entire amount of the compensation by the closing price of the shares at the balance sheet date. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
35. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings and other equity).
The Group is not subject to any externally imposed capital requirements.
Key management personnel of the Group review the capital structure on an annual basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.
- 78 -
36. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
December 31, 2019
| Carrying Amount Financial liabilities Financial liabilities measured at amortized cost Bonds payable (include current portion) $ 22,280,807 December 31, 2018 Carrying Amount Financial liabilities Financial liabilities measured at amortized cost Bonds payable (include current portion) $ 16,192,567 |
FairValue |
|---|---|
| Level 1 Level 2 Level 3 Total $ 24,156,832 $ - $ - $ 24,156,832 Fair Value |
|
| Level 1 Level 2 Level 3 Total $ 16,719,158 $ - $ - $ 16,719,158 |
-
b. Fair values of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2019
| Financial assets at FVTPL Listed shares Beneficiary certificates Financial assets at FVTOCI Domestic listed shares Domestic unlisted shares Overseas listed shares Overseas unlisted shares Financial liabilities at FVTPL Convertible options Cross-currency swap contracts |
Level 1 $ 3,474,606 752,751 $ 4,227,357 $ 13,238,421 - 212,497 - $ 13,450,918 $ - - $ - |
Level 2 $ - 500,866 $ 500,866 $ - - - - $ - $ - - $ - |
Level 3 $ - - $ - $ - 1,614,601 - 604,985 $ 2,219,586 $ 81,724 30,346 $ 112,070 |
Total $ 3,474,606 1,253,617 $ 4,728,223 $ 13,238,421 1,614,601 212,497 604,985 $ 15,670,504 $ 81,724 30,346 $ 112,070 |
|---|---|---|---|---|
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| December 31, 2018 Financial assets at FVTPL Listed shares Beneficiary certificates Financial assets at FVTOCI Domestic listed shares Domestic unlisted shares Overseas listed shares Overseas unlisted shares Financial liabilities at FVTPL Convertible options Cross-currency swap contracts |
Level 1 $ 3,502,988 1,390,765 $ 4,893,753 $ 11,774,012 - 152,337 - $ 11,926,349 $ - - $ - |
Level 2 $ - 4,152,830 $ 4,152,830 $ - - - - $ - $ - - $ - |
Level 3 $ - - $ - $ - 1,537,291 - 122,026 $ 1,659,317 $ 223,501 44,717 $ 268,218 |
Total $ 3,502,988 5,543,595 $ 9,046,583 $ 11,774,012 1,537,291 152,337 122,026 $ 13,585,666 $ 223,501 44,717 $ 268,218 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
| Balance at January 1, 2019 Recognized in profit or loss Net gain (loss) on financial liabilities at FVTPL Recognized in other comprehensive income Unrealized gain (loss) on financial assets at FVTOCI Exchange differences on translation of foreign financial statements Purchases Settlements Transfers into Level 3 Balance at December 31, 2019 |
Financial Liabilities at Financial Assets at FVTOCI FVTPL Equity Derivatives Instruments $ (268,218) $ 1,659,317 156,148 - - (173,946) - 1 - 118,055 - (113) - 616,272 $ (112,070) $ 2,219,586 |
|---|---|
- 80 -
| Balance at January 1, 2018 Recognized in profit or loss Net gain (loss) on financial liabilities at FVTPL Recognized in other comprehensive income Unrealized gain (loss) on financial assets at FVTOCI Purchases Transfers out of Level 3 Balance at December 31, 2018 |
Financial Liabilities at Financial Assets at FVTOCI FVTPL Equity Derivatives Instruments $ - $ 10,090,195 (47,303) - - 1,361,674 (220,915) - - (9,792,552) $ (268,218) $ 1,659,317 |
|---|---|
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instruments Valuation Techniques and Inputs
Mutual funds The Group uses net asset value as the basis to determine the fair value as the Group has determined that the net asset value of the mutual fund represents fair value at the end of the reporting period.
-
4) Valuation techniques and inputs applied for Level 3 fair value measurement
-
a) The fair values of convertible bond options are determined using the information available from the counterparty for valuation based on the option pricing model. The option pricing model incorporates the present value techniques and reflects both the time value and the intrinsic value of options.
-
b) The fair value of cross currency swap contracts is determined using the information available from the counterparty for valuation. The counterparty measures the fair value of a cross currency swap contracts using the discounted cash flows model. Future cash flows are estimated based on observable forward exchange rates at balance sheet dates and contract forward rates and discounted at rates that reflect the credit risk of various counterparties.
-
c) The fair value of equity securities suspended for trading and therefore without quoted price was determined by using the weighted average of values calculated under market-based approach. In market-based approach, the fair value of the investee is measured by weighted average multiple value of (i) EV/sales, (ii) EV/EBITDA, and (iii) P/B of other comparable listed companies. Liquidity risk parameters need to be taken into account when using this approach.
-
i. EV/Sales: Enterprise value ÷ Sales.
-
ii. EV/EBITDA: Enterprise value ÷ Earnings before interest, taxes, depreciation and amortization.
-
iii. P/B: Price ÷ Book value.
-
d) The fair values of unlisted shares are determined by using the asset approach or the market approach. In the asset approach, the fair values are estimated by using the net asset value measured at fair value based on the unlisted investees’ latest financial statements, while taking into account the liquidity discount and non-controlling interest discount. In the market approach, the fair values are estimated based on the market transaction prices of comparable companies with similar industrial and business characteristics and liquidity discount are considered.
-
81 -
c. Categories of financial instruments
| Financial assets Financial assets at FVTPL Financial assets at amortized cost (1) Financial assets at FVTOCI Financial liabilities Financial liabilities at FVTPL Financial liabilities at amortized cost (2) |
December 31 |
|---|---|
| 2019 2018 $ 4,728,223 $ 9,046,583 70,392,634 55,388,001 15,670,504 13,585,666 112,070 268,218 109,832,847 105,054,422 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables and other receivables.
-
2) The balances include financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term and long-term bills payable, trade and other payables, and bonds issued.
-
d. Financial risk management objectives and policies
The Group’s major financial instruments include equity and debt investments, trade receivables, trade payables, bonds payable, borrowings and lease liabilities. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group mitigates the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Corporation’s board of directors, which provides written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis.
1) Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into cross-currency swap contracts to mitigate its exposure to foreign currency risk and interest risk.
a) Foreign currency risk
Several subsidiaries of the Corporation have foreign currency sales and purchases and foreign currency financing activities, which expose the Group to foreign currency risk.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 41.
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Sensitivity analysis
The Group was mainly exposed to the RMB and USD.
The following table details the Group’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies. The sensitivity rate of 5% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items less notional amounts of cross-currency swap. The analysis assumed a 5% change in foreign currency rates at the end of the reporting period. A positive number below indicates an increase in pre-tax profit assuming the New Taiwan dollars weakened by 5% against the relevant currency. For a 5% strengthening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances shown below would be negative.
| Increase (decrease) in pre-tax profit |
RMB Impact For the Year Ended December 31 2019 2018 $ 46,002 $ 69,060 |
USD Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2019 2018 $ 709,830 $ 145,181 |
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrows funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings and using cross currency swap contracts.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to changes in interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
**December 31 ** |
|---|---|
| 2019 2018 $ 27,512,074 $ 17,727,715 71,427,610 45,872,001 19,745,430 12,084,642 26,024,771 50,569,182 |
Sensitivity analysis
The sensitivity analysis below is based on the Group’s exposure to changes in interest rates of non-derivative instruments at the end of the reporting period.
If interest rates had been 0.01% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2019 and 2018 would have decreased/increased by $2,238 thousand and $3,698 thousand, respectively, mainly due to the Group’s exposure to changes in interest rates of its variable-rate bank borrowings and bank deposits.
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c) Other price risk
The Group is exposed to price risk through its investments in listed equity securities, corporate bonds and beneficiary certificates of funds.
Sensitivity analysis
The sensitivity analysis below is based on the exposure to investment position price risks at the end of the reporting period.
If investment position prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2019 and 2018 would have increased/decreased by $47,282 thousand and $90,466 thousand, respectively, as a result of the changes in fair value of financial assets at fair value through profit or loss, and the pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $134,509 thousand and $119,263 thousand, respectively, as a result of the changes in fair value of financial assets at fair value through other comprehensive income.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which would cause a financial loss to the Group due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Group is equal to the carrying amount of the financial assets as stated in the balance sheets. The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above. The Group uses publicly available financial information and its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored.
The counterparties in trade receivables consist of a large number of clients in different industries and regions. The Group evaluates clients’ financial condition continuously.
Credit risk represents the potential negative impact on the financial assets of the Group if counterparties or third parties breach the contracts. The Group evaluates credit risk exposure on contracts with positive carrying value. The Group evaluated the credit risk exposure as immaterial because all counterparties are reputable financial institutions and companies with good credit ratings.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
- a) Liquidity and interest rate tables for non-derivative financial liabilities
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows.
- 84 -
December 31, 2019
| On Demand or Less than 1 Month Non-derivative financial liabilities Non-interest bearing $ 4,071,572 Lease liabilities 19,520 Variable interest rate liabilities 4,170,000 Fixed interest rate liabilities 5,110,435 $ 13,371,527 Additional information about the maturity |
1-3 Months 3 Months to 1 Year $ 6,763,068 $ 2,249,956 39,041 175,682 3,402,589 1,701,775 38,322,937 3,187,476 $ 48,527,635 $ 7,314,889 analysis for lease liabilities: |
1-3 Months 3 Months to 1 Year $ 6,763,068 $ 2,249,956 39,041 175,682 3,402,589 1,701,775 38,322,937 3,187,476 $ 48,527,635 $ 7,314,889 analysis for lease liabilities: |
1-5 Years $ 662,325 659,828 14,372,866 23,351,390 $ 39,046,409 15-20 Years $ 162,230 1-5 Years $ 690,195 28,600,016 17,186,447 $ 46,476,658 |
5+ Years $ 88,917 1,091,089 2,377,541 - |
|---|---|---|---|---|
| $ 3,557,547 | ||||
| 20+ Years $ 348,028 |
||||
Lease liabilities December 31, |
5-10 Years $ 372,944 1-3 Months $ 2,662,290 6,725,614 6,213,450 $ 15,601,354 |
10-15 Years $ 207,887 3 Months to 1 Year $ 866,745 8,508,552 4,725,303 $ 14,100,600 |
||
| 5+ Years $ 70,309 - - |
||||
| $ 70,309 |
The amounts above of variable interest rate non-derivative financial assets and liabilities are subject to change if actual variable interest rates differ from those estimates of interest rates at the end of the reporting period.
- b) Liquidity and interest rate tables for derivative financial liabilities
The following table details the Group’s liquidity analysis of its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount disclosed is determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.
December 31, 2019
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Net settled Cross-currency swap contracts $ - $ (44,872) $ (135,109) |
1-5 Years $ (135,109) |
5+ Years $ |
|---|---|---|
- 85 -
December 31, 2018
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Net settled Cross-currency swap contracts $ - $ (39,911) $ (139,437) |
1-5 Years $ (322,827) |
5+ Years $ - |
|---|---|---|
-
e. Transfers of financial assets. None.
-
f. Offsetting financial assets and financial liabilities. None.
-
g. Reclassifications. None.
37. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.
Transactions with related parties are conducted under normal terms.
Balances and transactions between the Group and single related party are disclosed separately except when the amount is less than 10% of the total balances or transactions; otherwise, the amounts are lumped together as others.
- a. Related party name and category
| Related Party Name FENC U-Ming SHSTC EISF PGIC YDC OSC HZYCCL FEDSDL YDLC FEC YDES YYI YDEC Alliance PEI HXMC WAMTC |
Related Party Category |
|---|---|
| Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Joint venture Joint venture Joint venture Joint venture (Continued) |
- 86 -
| Related Party Name Malaysia Garment Manufacturers Private Limited U-Ming Transport (Singapore) Private Limited CHC Resources Corporation Far Eastern Department Store Ltd. Chu Chiang Enterprise Corp. Ltd. Chu Feng Air Liquide Far Eastern Co. Oriental Petrochemical (Taiwan) Corporation Far Eastern Memorial Hospital Ya Tung Department Store Ltd. Yuan Ze University Oriental Resources Development Co., Ltd. Far Eastern Leasing Corporation Ho Hwei Enterprise Corp. Ltd. Far Eastern Apparel Co., Ltd. Oriental Union Chemical Corp. NanKung Enterprise Ltd. New Century InfoComm Tech Co., Ltd. Ding & Ding Management Consultants Co., Ltd. Far Eastern Fibertech Co., Ltd. Far Eastern Technical Consultants Co., Ltd. Far Eastern International Bank (FEIB) FENCC Far Eastern New Apparel (Vietnam) Ltd. Far Eastern Polytex (Vietnam) Ltd. FERD Far Eastern General Construction Inc. Far EasTone Telecommunications Co., Ltd. Far Eastern Property Insurance Agency Co., Ltd. Far Eastern International Leasing Corporation Lien Fang Enterprise Corp. Ltd. Chubei New Century Shopping Mall Co., Ltd. Far Eastern Electronic Toll Collection Co., Ltd. Mr. Xu Yuanzhi Memorial Foundation YDT Technology International Corporation J-Power Investment Netherlands Pan Asia Engineers & Constructors Corp. |
Related Party Category |
|---|---|
| Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other |
(Concluded)
Note: Other related party relationships mainly include associates’ subsidiaries, legal person in which the chairman is the same as the Corporation’s chairman and the director is also the Corporation’s chairman.
- 87 -
b. Operating Transactions
Operating revenue Associates Others Joint ventures Operating cost Associates Others Joint ventures |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 702,196 1,723,085 649,054 $ 3,074,335 $ 612,418 851,858 784,217 $ 2,248,493 |
2018 $ 694,540 1,766,679 497,486 $ 2,958,705 $ 601,236 907,989 653,781 $ 2,163,006 |
Receivables from related parties (including notes receivable, trade receivables, other receivables and contract assets):
| Associates Others FENCC Others Joint ventures |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 127,197 - 569,063 569,063 182,808 $ 879,068 |
2018 $ 120,926 1,929,748 1,243,535 3,173,283 268,741 $ 3,562,950 |
Accounts payable and accrued expenses to related parties:
| Associates Others Joint ventures |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 114,231 95,151 47,421 $ 256,803 |
2018 $ 98,574 83,694 68,588 $ 250,856 |
The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2019 and 2018, no impairment losses were recognized for trade receivables from related parties.
- 88 -
Prepayments:
| Associates Others Joint ventures |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 15,000 834 83,592 $ 99,426 |
2018 $ 15,000 77 - $ 15,077 |
- c. Transactions with FEIB
| Bank deposits (Note) Bank loans Cross-currency swap contracts |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 5,137,217 $ 1,400,000 $ (1,415) |
2018 $ 3,361,915 $ 2,106,000 $ 2,358) |
As of December 31, 2019 and 2018, the notional principal of the above outstanding cross-currency swap contracts were both US$15,000 thousands.
Note: The balances included amounts recognized as financial assets measured at amortized cost, and other non-current assets (refundable deposits).
- d. Compensation of key management personnel
The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2019 and 2018 were as follows:
Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 307,050 864 $ 307,914 |
2018 $ 282,998 756 $ 283,754 |
The remuneration of directors and key executives is determined by the remuneration committee based on the performance of individuals and market trends.
-
e. Other transactions with related parties
-
1) Operating expense - rental
Associates Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 48,480 11,707 $ 60,187 |
2018 $ 50,433 19,073 $ 69,506 |
-
89 -
-
2) Acquisitions of property, plant and equipment
Others Acquisitions of investment properties Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 2018 $ - $ 34 For the Year Ended December 31 |
|||
| 2019 $ - |
2018 $ 337 |
-
3) Acquisitions of investment properties
-
4) Lease agreement
Others Others |
Right-of-use Assets | Right-of-use Assets | Right-of-use Assets |
|---|---|---|---|
| **For the Year Ended December 31 ** | |||
| 2019 2018 $ 154,800 $ - Lease Liabilities |
|||
| For the Year Ended December 31 | |||
| 2019 $ 140,015 |
2018 $ - |
-
5) The nature of the Group’s transaction with OFSPC is acquisition or disposal of OPAS Fund Segregated Portfolio’s overseas fund through OFSPC’s platform. The portfolio’s decision is made and managed by the investment committee which is composed of the Group and other investors. The Group’s investment activities through OFSPC’s platform for the years ended December 31, 2019 and 2018 included acquisition of $885,727 thousand and $4,065,473 thousand, respectively. For the year ended December 31, 2019, disposal and gain on disposal were $5,553,672 thousand and $263,631 thousand, respectively.
-
6) The Corporation’s subsidiary, DCI, subscribed shares of Catalyst Tranche Three for $123,960 thousand in 2019 and subscribed shares of Catalyst Tranche One for $123,120 thousand in 2018.
38. ASSETS PLEDGED AS COLLATERAL
The following assets are provided as collaterals for short-term and long-term bank borrowings or for purchases from suppliers.
| Investment properties Investments accounted for using equity method Property, plant and equipment Financial assets at fair value through other comprehensive income Financial assets at amortized cost |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 13,855,572 13,299,701 2,393,116 1,543,666 419,742 $ 31,511,797 |
2018 $ 13,840,249 13,374,748 2,830,624 1,241,250 169,139 $ 31,456,010 |
- 90 -
39. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
As of December 31, 2019, the Corporation and its subsidiaries had the following significant commitments and contingencies:
-
a. Unused letters of credit of US$9,796 thousand and EUR9,177 thousand.
-
b. Guarantee notes issued for related parties:
The Corporation
AIC DCI NHC YTRMC YLPPC AEE YSRMC FSMS YLSS YLSS DCI FSMS YTRMC AOC AOG AOC |
December 31, 2019 $ 12,195,800 9,848,950 1,509,020 1,000,000 497,642 329,930 150,000 30,000 $ 25,561,342 $ 100,000 $ 50,000 $ 14,965 $ 14,965 |
|---|---|
-
c. CHP entered into agreements on the following transactions:
-
1) Purchase of natural gas from Chinese Petroleum Corporation.
-
2) Power Plant (base load unit) Purchase and Sale Contract, Power Plant (medium-load unit) Purchase and Sale Contract and Electricity Purchase and Sale Contract for Gas Recirculation with Taiwan Power Company.
-
3) Contractual Service Agreement with General Electric Global Services GmbH.
-
4) Contract of Engineering, Procurement and Construction with General Electric Global Services GmbH. and GE Global Parts & Products, GmbH.
-
d. The estimated payments for construction of plants and acquisition of land use rights and equipment of JYDC, SIYDCCL, and SLCL in the future amount to RMB36,138 thousand.
-
91 -
-
e. YSRMC supplied ready-mixed concrete to Da Cin Construction Co., Ltd. (“Da Cin”) during 2003. The owner of the project under construction demanded Da Cin to take responsibility to repair the construction flaws. Da Cin requested YSRMC to compensate the loss and damage on the construction. However, they did not reach an agreement from year 2006 to 2009. Da Cin filed an appeal and requested YSRMC to indemnify $22,881 thousand in April 2010. In July 2014, the local court concluded that YSRMC has to pay indemnity in the amount of $17,642 thousand. In years 2010 and 2014, YSRMC had estimated related compensation loss, accounted for as provisions, of $13,800 thousand and $3,840 thousand, respectively. YSRMC had also filed an appeal against the court’s decision in October 2014. Later, Da Cin requested additional compensation of $137,544 thousand in the second instance and the total damage compensation claimed was $160,425 thousand together with the amount in the first instance. As of the date the financial statements were authorized for issue, the case is in the process of examination by the Supreme Court so YSRMC cannot make reasonable estimate about the judgment. YSRMC did not recognize additional compensation loss up to the auditors’ report date.
-
f. On March 13, 2013, the No. 1114 Commissioners’ Meeting of Fair Trade Commission resolved that independent power producers violated Article 14, Paragraph 1 of Fair Trade Act due to the rejection of power purchase rate adjustment with TPC and fined CHP $400,000 thousand. Accordingly, CHP recognized penalty expenses, which is included in other losses in the consolidated financial statements for the year ended December 31, 2013. The penalty is payable in 60 monthly installments and covered by a long-term note payable. CHP had filed an appeal on April 17, 2013.
On September 12, 2013, the Petitions and Appeals Committee of the Executive Yuan rescinded the imposition of penalty (the “Penalty Disposition”) and advised the Fair Trade Commission to impose more appropriate disposition with refund of penalty paid by CHP. However, CHP’s appeal against the imposition of illegal concerted action among independent power producers (the “Act Disposition”) was dismissed.
Regarding the Penalty Disposition, the Fair Trade Commission resolved a penalty of $370,000 thousand on November 13, 2013. CHP thus adjusted the penalty expenses in other gains and losses for the year ended December 31, 2013. The disposition was revoked again by the Petitions and Appeals Committee on May 9, 2014. Then the Fair Trade Commission imposed a penalty of $364,000 thousand on July 9, 2014. CHP recognized a reversal gain of $6,000 thousand in other income for the year ended December 31, 2014 and issued a long-term note payable in 60 installments for the penalty in accordance with the disposition. In addition, CHP also filed an appeal to defend its interest on August 11, 2014.
On December 11, 2014, Letter from the Petitions and Appeals Committee indicates that the filing of appeal against the Penalty Disposition is suspended until the administrative court makes the final judgment on the Act Disposition.
Regarding the Act Disposition, on November 7, 2013, CHP filed an administrative litigation at the Taipei High Administrative Court against the dispositions of the Fair Trade Commission. The Taipei High Administrative Court entered a final judgment in favor of CHP on October 29, 2014. Nevertheless, the Fair Trade Commission filed an appeal with the Supreme Administrative Court. The Supreme Administrative Court dismissed the judgment made by the Taipei High Administrative Court on July 2, 2015. The Taipei High Administrative Court remanded the judgement on May 25, 2017 and still revoked the administrative disciplinary action and the judgement of the appeal. The Fair Trade Commission filed an appeal with the Supreme Administrative Court and the Taipei High Administrative Court filed an appeal to the Supreme Administrative Court on September 27, 2018. This case is currently heard by the Taipei High Administrative Court.
-
92 -
-
g. On March 15, 2013, Letter No. 102035 from the Fair Trade Commission indicated concerted action among CHP and other independent power producers due to the rejection of power purchase rate adjustment with TPC. Accordingly, in August 2015, TPC filed at the Taipei District Court a civil mediation which requests CHP to compensate $2.35 billion plus interest from November 1, 2007 to the settlement date for the damage caused. Later, in September 2015, TPC filed at the Taipei District Court a civil litigation appeal which requests CHP to compensate $2.349 billion plus interest from November 1, 2007 to the settlement date as well as an apology published in major newspapers. TPC also filed at the Taipei High Administrative Court an administrative litigation which requests CHP to compensate the damage caused which amounted to $1.4 billion plus interest from November 1, 2007 to the settlement date with a 5% annual interest rate.
CHP and TPC did not reach an agreement in the civil mediation council meeting held on October 7, 2015. Later, TPC included the damage compensation claimed in the civil mediation in the administrative litigation appeal and the total compensation claimed in the statement of the administrative litigation amounted to $3.75 billion plus interest from November 1, 2007 to the settlement date with a 5% annual interest rate. On November 27, 2015, the administrative court ruled that the litigation proceedings are suspended until the administrative court makes the final judgment on the Act Disposition. However, on July 12, 2016, Taipei High Administrative Court notified that the power purchase and sales contracts between independent power producers and TPC are subject to the performance of obligation under the Civil Code. Therefore, the abovementioned ruling for suspension was revoked and the administrative litigation for compensation would be transferred to the Taipei District Court. TPC filed counter appeal against the ruling; however, the appeal was dismissed by the Supreme Administrative Court on December 30, 2016. This case has been transferred to the Taipei District Court on January 25, 2017 and dismissed by Taipei District Court on April 12, 2019.
In light of the civil proceedings, on March 1, 2016, TPC added posterior statement which requests the capital expenditure it paid to CHP from October 9, 2007 to November 30, 2012 according to the power purchase and sales contracts to be recalculated relying on CHP’s capital ratio. Accordingly, CHP would compensate at least $2.349 billion to TPC. The Taipei District Court dismissed the appeal on November 1, 2018, and CHP filed an appeal subsequently. This case is currently heard by the Taiwan High Court.
CHP considered the payment of the indemnity is not possible unless TPC can provide proof that the damage was caused by CHP and their appeal is filed within the statute of limitation. As of the date the financial statements were authorized for issue, the amount of the compensation cannot be reasonably estimated. Therefore, CHP could not assess the possible impact on its financial position and did not recognize any contingent liabilities.
-
h. On December 4, 2015 and December 17, 2015, CSCGL, China Shanshui Cement Group (Hong Kong) Company Limited and China Pioneer Cement (Hong Kong) Company Limited (collectively referred as “Shanshui Cement Group”) commenced legal proceedings against former directors of CSCGL in respect of alleged dishonest breaches of fiduciary duty or alleged conspiracy to injure CSCGL during their tenures. The proceedings arose from disputes between CSCGL’s present and former board of directors over the changes in management and the takeover of the headquarters of CSCGL. On April 7, 2016, the Corporation was added as the 10th defendant. The Corporation engaged lawyers to take legal actions in connection with the unqualified claim to defend its reputation and interests. Up to the date of the auditors’ report, the trial was set to take place from April to June in 2021. The Corporation considered it premature to evaluate at this stage the likely outcome of the proceedings and therefore did not recognize any contingent liabilities.
-
93 -
-
i. Tianrui Group Company Limited and Tianrui (International) Holding Company Limited (collectively referred as “Tianrui Group”), CSI and former directors of CSCGL, in breach of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Codes on Takeovers and Mergers and share Buy-backs issued by the Hong Kong Securities and Futures Commission and the fiduciary duties, have engaged in unfair prejudicial conducts in favor of Tianrui directly and indirectly through CSCGL which are detrimental to the interests of the shareholders including the Corporation. The Corporation filed a writ of summons to the High Court of Hong Kong in June 2017 and has been seeking legal advice in relation to the legal proceedings. As the respondents’ applications to strike out the petition for technical reasons, the Corporation amended the applications accordingly. Up to the date of the auditors’ report, no decision has been rendered down yet. The Corporation’s appointed attorney has been actively following up on the legal proceedings.
-
j. On April 17, 2019, CSCGL announced the result of winding-up petition at the news website of the Hong Kong Exchanges and Clearing Limited. According to the announcement, the Court of Appeal of the Cayman Islands declined to grant CSCGL’s application to set aside its decision. As a result, the winding-up petition against CSCGL will be reinstated and returned to the Grand Court of the Cayman Islands. As CSCGL and its legal counsel are considering all available options, the result of the winding-up petition remains uncertain. Considering that CSCGL is a listed company on the Hong Kong Exchanges and Clearing Limited and makes announcements to the public pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Corporation did not notice anything unusual in its operation according to its recent announcements. In addition, since no further decision has been rendered down yet, the Corporation considered it premature to evaluate at this stage the likely outcome of the proceedings. Therefore, the Corporation assessed that the winding-up petition did not have any material impact on its investments in CSCGL.
40. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
Since the outbreak of the Coronavirus Disease 2019 (COVID-19) epidemic in January 2020, the pandemic caused by the COVID-19 has certain impacts on the business operation and overall economy in different region and industries in the world. The Group will stay alert on the development and situation of the COVID-19 and take necessary action to mitigate the business risk.
41. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group’s significant financial assets and liabilities denominated in foreign currencies were as follows:
December 31, 2019
| Foreign | New Taiwan | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Dollars |
||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 905,675 | 29.93 |
$ 27,106,867 |
| HKD | 522,870 | 3.819 |
1,996,840 | |
| RMB | 214,452 | 4.290 |
920,066 | |
| EUR | 10,966 | 33.39 |
366,146 | |
| AUD | 2,909 | 20.89 |
60,762 | |
| Non-monetary item | ||||
| HKD | 583,911 | 3.819 |
2,229,956 | |
| USD | 21,138 | 29.93 |
632,669 | |
| RMB | 48,665 | 4.290 |
208,787 | |
| (Continued) |
- 94 -
| Foreign | New Taiwan | New Taiwan | |||
|---|---|---|---|---|---|
| Currencies | Exchange Rate | Dollars | |||
| Financial liabilities | |||||
| Monetary items | |||||
| USD | 646,349 | 29.93 |
19,345,224 | ||
| Non-monetary item | |||||
| USD | 3,744 | 29.93 |
112,070 | ||
| (Concluded) | |||||
| December 31, 2018 | |||||
| Foreign | New Taiwan | ||||
| Currencies | Exchange Rate | Dollars | |||
| Financial assets | |||||
| Monetary items | |||||
| RMB | $ | 309,127 | 4.468 |
$ | 1,381,194 |
| USD | 591,160 | 30.665 |
18,127,926 | ||
| EUR | 10,002 | 35 |
350,055 | ||
| AUD | 2,873 | 21.55 |
61,912 | ||
| HKD | 2,015 | 3.891 |
7,839 | ||
| Non-monetary item | |||||
| RMB | 37,516 | 4.468 |
167,621 | ||
| USD | 804,287 | 30.665 |
24,663,454 | ||
| HKD | 618,269 | 3.891 |
2,405,686 | ||
| Financial liabilities | |||||
| Monetary items | |||||
| USD | 496,687 | 30.665 |
15,230,907 | ||
| Non-monetary item | |||||
| USD | 8,747 | 30.665 |
268,218 |
For the years ended December 31, 2019 and 2018, the total amounts of realized and unrealized net foreign exchange (losses) gains were $(260,069) thousand and $90,672 thousand, respectively. It is impractical to disclose net foreign exchange losses by each significant foreign currency because of the variety of the foreign currency transactions and functional currencies of the Group.
42. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (attached).
-
2) Endorsements/guarantees provided (Table 2) (attached).
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3) (attached).
-
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4) (attached).
-
95 -
-
5)Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5) (attached).
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6) (attached).
-
9) Names, locations, and related information of investees on which the Corporation exercises significant influence (excluding investee companies in Mainland China): Table 7 (attached).
-
10) Trading in derivative instruments: Note 7.
-
b. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 8)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: Table 8.
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.
-
c) The amount of property transactions and the amount of the resultant gains or losses.
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes.
-
e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds.
-
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.
-
-
c. Business relationships and significant intercompany transactions: Table 9 (attached).
-
96 -
43. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments were as follows: Cement, electric power, investment, engineering, transportation, stainless steel and leasing.
- a. Segment revenue and results
| Cement Electric power Investment Engineering Transportation Stainless steel Leasing Non-operating income and expenses Profit before income tax |
Segment Revenue | Segment Revenue | Segment Profit | Segment Profit | ||
|---|---|---|---|---|---|---|
| For the Year Ended **December 31 ** |
For the Year Ended **December 31 ** |
|||||
| 2019 $ 73,848,951 7,115,116 628,361 183,836 1,751,160 5,438,907 381,306 $ 89,347,637 |
2018 $ 67,339,927 6,682,384 587,275 286,691 1,802,744 5,676,843 365,140 $ 82,741,004 |
2019 $ 19,974,112 1,382,268 135,767 14,266 268,969 84,752 203,042 22,063,176 6,330,006 $ 28,393,182 |
2018 $ 15,951,898 1,205,596 253,553 55,836 381,152 119,963 185,112 18,153,110 2,217,008 $ 20,370,118 |
Segment revenue reported above represents revenue generated from external customers.
- b. Segment assets and liabilities, and other segment information
The Group does not report segment assets and liabilities or other segment information to the chief operating decision maker. Therefore, no information is disclosed here.
- c. Geographical information
The Group operates principally in Taiwan and China.
The Groups’ revenue from external customers and information about its non-current assets by geographical location are detailed below.
China Taiwan Others |
Revenue from External Customers For the Year Ended December 31 2019 2018 $ 56,614,196 $ 51,366,180 29,479,025 27,647,571 3,254,416 3,727,253 $ 89,347,637 $ 82,741,004 |
Revenue from External Customers For the Year Ended December 31 2019 2018 $ 56,614,196 $ 51,366,180 29,479,025 27,647,571 3,254,416 3,727,253 $ 89,347,637 $ 82,741,004 |
Non-current Assets | Non-current Assets | |
|---|---|---|---|---|---|
| December 31 | |||||
| 2019 $ 56,614,196 29,479,025 3,254,416 $ 89,347,637 |
2019 $ 41,506,113 53,160,799 4,280,703 $ 98,947,615 |
2018 $ 45,206,253 50,299,590 623,944 $ 96,129,787 |
Revenue is categorized according to customers’ location. Non-current assets exclude those classified as financial instruments, deferred tax assets and post-employment benefit assets.
-
97 -
-
d. Information of major customers
| Taiwan Power Company |
Revenue | Revenue | Revenue | |
|---|---|---|---|---|
| **For the Year Ended December 31 ** | ||||
| 2019 Amount % $ 7,115,116 8 |
2018 | |||
| Amount % $ 6,682,384 8 |
- 98 -
TABLE 1
ASIA CEMENT CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period |
Ending Balance (Note 2) |
Actual Borrowing Amount |
Interest Rate (Note 3) |
Nature of Financing | Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower (Note 1) |
Aggregate Financing Limits (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 1 | ACCHC | FENCC YDES |
Other receivables Other receivables |
Y Y |
RMB431,900 thousand (equivalent to NT$1,852,987 thousand) RMB230,000 thousand (equivalent to NT$986,773 thousand) |
$ - - |
$ - - |
- - |
Necessary for short-term financing Necessary for short-term financing |
$ - - |
Operating capital Operating capital |
$ - - |
- - |
$ - - |
20% of net worth RMB2,852,760 thousand (equivalent to NT$12,239,242 thousand) Same as above |
50% of net worth RMB7,131,901 thousand (equivalent to NT$30,598,109 thousand) Same as above |
| 2 | OIHPL | ACCHC | Other receivables | Y | RMB44,000 thousand (equivalent to NT$188,774 thousand) |
RMB44,000 thousand (equivalent to NT$188,774 thousand) |
RMB44,000 thousand (equivalent to NT$188,774 thousand) |
4.14% | Necessary for short-term financing |
- | Operating capital | - |
- | - | 20% of net worth RMB2,443,648 thousand (equivalent to NT$10,484,022 thousand) |
50% of net worth RMB6,109,120 thousand (equivalent to NT$26,210,055 thousand) |
| 3 | OHC | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
RMB200,000 thousand (equivalent to NT$858,063 thousand) RMB350,000 thousand (equivalent to NT$1,501,611 thousand) |
RMB200,000 thousand (equivalent to NT$858,063 thousand) RMB350,000 thousand (equivalent to NT$1,501,611 thousand) |
- RMB190,000 thousand (equivalent to NT$815,160 thousand) |
- 4.09% |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth RMB577,182 thousand (equivalent to NT$2,476,293 thousand) Same as above |
50% of net worth RMB1,442,955 thousand (equivalent to NT$6,190,733 thousand) Same as above |
| 4 | JYDC | YYDCCL TZOCCL SIYDCCL SLCL SLCCL |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y |
RMB160,000 thousand (equivalent to NT$686,451 thousand) RMB145,000 thousand (equivalent to NT$622,096 thousand) RMB100,000 thousand (equivalent to NT$429,032 thousand) RMB400,000 thousand (equivalent to NT$1,716,126 thousand) RMB35,000 thousand (equivalent to NT$150,161 thousand) |
RMB140,000 thousand (equivalent to NT$600,644 thousand) RMB140,000 thousand (equivalent to NT$600,644 thousand) RMB50,000 thousand (equivalent to NT$214,516 thousand) RMB200,000 thousand (equivalent to NT$858,063 thousand) - |
- RMB70,000 thousand (equivalent to NT$300,322 thousand) - - - |
- 4.09% - - - |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - |
- - - - - |
- - - - - |
20% of net worth RMB1,202,402 thousand (equivalent to NT$5,158,685 thousand) Same as above Same as above Same as above Same as above |
50% of net worth RMB3,006,005 thousand (equivalent to NT$12,896,711 thousand) Same as above Same as above Same as above Same as above |
(Continued)
- 99 -
| No. | Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period |
Ending Balance (Note 2) |
Actual Borrowing Amount |
Interest Rate (Note 3) |
Nature of Financing | Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Financing Limit for Each Borrower (Note 1) |
Aggregate Financing Limits (Note 1) |
No. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 4 | JYDC | SHYLCP ACCHC |
Other receivables Other receivables |
Y Y |
RMB100,000 thousand (equivalent to NT$429,032 thousand) RMB700,000 thousand (equivalent to NT$3,003,221 thousand) |
RMB90,000 thousand (equivalent to NT$386,128 thousand) RMB700,000 thousand (equivalent to NT$3,003,221 thousand) |
RMB45,000 thousand (equivalent to NT$193,064 thousand) RMB700,000 thousand (equivalent to NT$3,003,221 thousand) |
4.09% 2.94% |
Necessary for short-term financing Necessary for short-term financing |
$ - - |
Operating capital Operating capital |
$ - - |
- - |
$ - - |
20% of net worth RMB1,202,402 thousand (equivalent to NT$5,158,685 thousand) Same as above |
50% of net worth RMB3,006,005 thousand (equivalent to NT$12,896,711 thousand) Same as above |
| 5 | NYDC | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
RMB20,000 thousand (equivalent to NT$85,806 thousand) RMB30,000 thousand (equivalent to NT$128,709 thousand) |
RMB20,000 thousand (equivalent to NT$85,806 thousand) RMB30,000 thousand (equivalent to NT$128,709 thousand) |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth RMB33,924 thousand (equivalent to NT$145,545 thousand) Same as above |
50% of net worth RMB84,811 thousand (equivalent to NT$363,866 thousand) Same as above |
| 6 | HYDCCL | WYXC HXMC WYCPCL SLCL SYCPCL SIYDCCL ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y Y |
RMB60,000 thousand (equivalent to NT$257,419 thousand) RMB40,000 thousand (equivalent to NT$171,613 thousand) RMB35,000 thousand (equivalent to NT$150,161 thousand) RMB150,000 thousand (equivalent to NT$643,547 thousand) RMB50,000 thousand (equivalent to NT$214,516 thousand) RMB80,000 thousand (equivalent to NT$343,225 thousand) RMB400,000 thousand (equivalent to NT$1,716,126 thousand) |
RMB20,000 thousand (equivalent to NT$85,806 thousand) RMB24,500 thousand (equivalent to NT$105,113 thousand) RMB20,000 thousand (equivalent to NT$85,806 thousand) RMB100,000 thousand (equivalent to NT$429,032 thousand) RMB20,000 thousand (equivalent to NT$85,806 thousand) - RMB400,000 thousand (equivalent to NT$1,716,126 thousand) |
- RMB10,000 thousand (equivalent to NT$42,903 thousand) - - - - RMB400,000 thousand (equivalent to NT$1,716,126 thousand) |
- 4.68% - - - - 2.94% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - - |
- - - - - - - |
- - - - - - - |
20% of net worth RMB523,594 thousand (equivalent to NT$2,246,384 thousand) Same as above Same as above Same as above Same as above Same as above Same as above |
50% of net worth RMB1,308,985 thousand (equivalent to NT$5,615,959 thousand) Same as above Same as above Same as above Same as above Same as above Same as above |
| 7 | WYDC | WYXC WYCPCL |
Other receivables Other receivables |
Y Y |
RMB70,000 thousand (equivalent to NT$300,322 thousand) RMB35,000 thousand (equivalent to NT$150,161 thousand) |
RMB70,000 thousand (equivalent to NT$300,322 thousand) RMB25,000 thousand (equivalent to NT$107,258 thousand) |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth RMB121,817 thousand (equivalent to NT$522,633 thousand) Same as above |
50% of net worth RMB304,543 thousand (equivalent to NT$1,306,586 thousand) Same as above |
(Continued)
- 100 -
| No. | Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period |
Ending Balance (Note 2) |
Actual Borrowing Amount |
Interest Rate (Note 3) |
Nature of Financing | Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
**Collateral ** | **Collateral ** | Financing Limit for Each Borrower (Note 1) |
Aggregate Financing Limits (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| SYCPCL SLCL |
Other receivables Other receivables |
Y Y |
RMB40,000 thousand (equivalent to NT$171,613 thousand) RMB90,000 thousand (equivalent to NT$386,128 thousand) |
RMB40,000 thousand (equivalent to NT$171,613 thousand) RMB90,000 thousand (equivalent to NT$386,128 thousand) |
RMB40,000 thousand (equivalent to NT$171,613 thousand) - |
4.09% - |
Necessary for short-term financing Necessary for short-term financing |
$ - - |
Operating capital Operating capital |
$ - - |
- - |
$ - - |
20% of net worth RMB121,817 thousand (equivalent to NT$522,633 thousand) Same as above |
50% of net worth RMB304,543 thousand (equivalent to NT$1,306,586 thousand) Same as above |
||
| 8 | CYCPCL | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
RMB12,000 thousand (equivalent to NT$51,484 thousand) RMB12,000 thousand (equivalent to NT$51,484 thousand) |
RMB12,000 thousand (equivalent to NT$51,484 thousand) RMB12,000 thousand (equivalent to NT$51,484 thousand) |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth RMB16,455 thousand (equivalent to NT$70,597 thousand) Same as above |
50% of net worth RMB41,138 thousand (equivalent to NT$176,495 thousand) Same as above |
| 9 | HGYDC | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
RMB50,000 thousand (equivalent to NT$214,516 thousand) RMB70,000 thousand (equivalent to NT$300,322 thousand) |
RMB35,000 thousand (equivalent to NT$150,161 thousand) RMB70,000 thousand (equivalent to NT$300,322 thousand) |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth RMB254,209 thousand (equivalent to NT$1,090,637 thousand) Same as above |
50% of net worth RMB635,524 thousand (equivalent to NT$2,726,599 thousand) Same as above |
| 10 | NYLC | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
RMB16,000 thousand (equivalent to NT$68,645 thousand) RMB16,000 thousand (equivalent to NT$68,645 thousand) |
- - |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth RMB32,835 thousand (equivalent to NT$140,873 thousand) Same as above |
50% of net worth RMB82,087 thousand (equivalent to NT$352,179 thousand) Same as above |
| 11 | SLCL | SLCCL | Other receivables | Y | RMB40,000 thousand (equivalent to NT$171,613 thousand) |
RMB40,000 thousand (equivalent to NT$171,613 thousand) |
RMB33,000 thousand (equivalent to NT$141,580 thousand) |
4.09% | Necessary for short-term financing |
- | Operating capital | - |
- | - | 20% of net worth RMB300,846 thousand (equivalent to NT$1,290,724 thousand) |
50% of net worth RMB752,116 thousand (equivalent to NT$3,226,815 thousand) |
Note 1: The net value was calculated based on audited financial statements as of December 31, 2019.
Note 2: The ending balance is the financing credit lines to the respective borrowers approved by the board of directors of lenders.
Note 3: The interest rate was for the year ended December 31, 2019.
Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2019.
(Concluded)
- 101 -
TABLE 2
ASIA CEMENT CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Endorser/ Guarantor |
Endorsee/Guarantee | Endorsee/Guarantee | Limits on Each Endorsement/ Guarantee Given on Behalf of Each Party (Note 1) |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collaterals |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Note 1) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 3) |
||||||||||||
| 0 | The Corporation | AIC DCI FSMS NHC AEE YLPPC YSRMC YTRMC |
b b b b b b b b |
50% of net worth ($73,033,679 thousand) Same as above Same as above Same as above Same as above Same as above Same as above Same as above |
$ 12,227,000 9,856,750 30,000 1,516,300 422,880 497,642 150,000 1,000,000 |
$ 12,195,800 9,848,950 30,000 1,509,020 329,930 497,642 150,000 1,000,000 |
$ 6,890,000 4,952,000 30,000 420,000 150,000 137,757 - - |
None None None None None None None None |
8.35 6.74 0.02 1.03 0.23 0.34 0.10 0.68 |
100% of net worth ($146,067,358 thousand) Same as above Same as above Same as above Same as above Same as above Same as above Same as above |
Y Y Y Y Y Y Y Y |
- - - - - - - - |
- - - - - - - - |
| 1 | DCI | FSMS | b | 50% of net worth ($6,828,783 thousand) |
50,000 |
50,000 |
10,000 |
None | 0.37 | 100% of net worth ($13,657,566 thousand) |
Y | - | - |
| 2 | AOG | AOC | b | 50% of net worth (US$1,146 thousand) (equivalent to NT$34,305 thousand) |
15,775 | 14,965 |
- |
None | 21.81 | 100% of net worth (US$2,292 thousand) (equivalent to NT$68,610 thousand) |
Y | - | - |
| 3 | YLSS | YLSS | - | 50% of net worth ($902,155 thousand) |
100,000 | 100,000 |
30,000 |
100,000 | 5.54 | 100% of net worth ($1,804,309 thousand) |
- |
- | - |
| 4 | YTRMC | AOC | b | 50% of net worth ($900,885 thousand) |
15,775 | 14,965 |
- |
None | 0.83 | 100% of net worth ($1,801,770 thousand) |
Y |
- | - |
Note 1: The net value was calculated based on audited financial statements as of December 31, 2019.
Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2019.
Note 3: The relationship between guarantor and guarantee are as follows:
-
a. Firms that do business with the Corporation.
-
b. Firms of which the Corporation holds, directly or indirectly, over 50% of the voting shares.
-
102 -
TABLE 3
ASIA CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| The Corporation DCI |
Beneficiary certificates Deutsche Far Eastern DWS Taiwan Flagship Security Investment Trust Fund Ordinary shares China Conch Venture Holding Far EasTone Far Eastern Department Stores Ltd. Oriental Union Chemical Corp. CHC Resources Corporation Far Eastern International Bank Kaohsiung Rapid Transit Taiwan Stock Exchange Corp. Ding Ding Hotel Corp. L’ Hotel de Chine Hotel China Trade & Development Corp. Pan Asia Engineers & Constructors Corp. Linkou Recreation Corporation China Shanshui Investment Corp Beneficiary certificates Polaris Taiwan Top 50 Tracker Fund Mega Target Return Strategy Fund of ETF Funds ChinaAMC CSI 300 Index ETF Opas Fund Segregated Portfolio Tranche A Ordinary shares Industrial and Commercial Bank of China, A share China Mobile Communications Corporation Haitong Securities Co., Ltd. Taiwan Cement Co., Ltd. Hsing Ta Cement Co., Ltd. Chunghwa Picture Tubes, Ltd. Innolux Corporation Pegatron Corporation Tong Yang Industry Co., Ltd E Ink Holdings corporation Hiwin Technologies Corporation Accton Technology Corporation Casetek Holdings Limited China Life Insurance Company Limited, H share |
- - The same chairman The same chairman The same chairman The Corporation is its director The chairman of the Corporation is its vice-chairman - - Related party in substance - - The Corporation is its director - - - - - Related party in substance - - - - - - - - - - - - - - |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - noncurrent Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - current Same as above |
10,000,000 11,443,000 31,034,372 80,052,950 63,766,522 22,801,185 78,878,582 15,873,243 8,430,368 555,638 598,121 250,003 1,551,395 5 49,928 400,000 1,000,811 540,000 8,000 2,000,000 210,000 1,800,000 8,796,722 6,504,854 275,223 9,200,000 1,242,000 1,732,000 1,130,000 60,000 150,000 1,050,000 607,000 |
$ 204,700 1,485,828 2,237,578 2,085,379 1,339,097 1,146,900 942,599 78,630 466,199 5,340 14,469 3,902 17,919 - 488,258 38,780 10,620 95,689 273,741 50,454 52,530 63,311 384,417 130,748 - 76,636 84,953 80,798 35,313 16,860 25,200 49,718 50,188 |
- 0.63 0.95 5.65 7.20 9.17 2.35 5.70 1.16 0.53 0.31 0.38 1.36 0.50 4.99 - - 0.20 - - - 0.02 0.16 1.90 - 0.09 0.05 0.29 0.10 0.02 0.03 0.25 - |
$ 204,700 1,485,828 2,237,578 2,085,379 1,339,097 1,146,900 942,599 78,630 466,199 5,340 14,469 3,902 17,919 - 488,258 38,780 10,620 95,689 273,741 50,454 52,530 63,311 384,417 130,748 - 76,636 84,953 80,798 35,313 16,860 25,200 49,718 50,188 |
Note 4 |
(Continued)
- 103 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| NHC YTRMC FMT FDT AEE YLPPC AIC |
Far Eastern International Bank Oriental Union Chemical Corp. Far EasTone Mega Financial Holding Co., Ltd. Lite-On Technology Corporation Tripod Technology Corporation WPG Holdings Limited Far Eastern International Bank Far Eastern Department Stores Ltd. Oriental Union Chemical Corp. CHC Resources Corporation Picvue Electronics Co., Ltd. Ding Ding Hotel Corp. Far Eastern International Leasing Corporation Ordinary shares Far EasTone Ordinary shares Far EasTone Ordinary shares Everest Textile Co., Ltd. Oriental Union Chemical Corp. Far Eastern Department Store Ltd. Yi Tong Fiber Co., Ltd. Ordinary shares Far Eastern International Bank Far Eastern Department Store Ltd. Oriental Union Chemical Corp. Ding & Ding Management Consultants Co., Ltd. Ordinary shares Far EasTone Ding & Ding Management Consultants Co., Ltd. Ordinary shares Far EasTone Yamay International Development Corp. Beneficiary certificates Opas Fund Segregated Portfolio Tranche E ChinaAMC CSI 300 Index ETF |
The chairman of the Corporation’s major shareholder is its vice-chairman Same chairman with the major shareholder Same chairman with the major shareholder - - - - The chairman of the Corporation’s major shareholder is its vice-chairman The same chairman The same chairman The Corporation is its director - Same chairman with the major shareholder The Corporation is its director Same chairman with the major shareholder Same chairman with the major shareholder The chairman of the Corporation is its chairman The chairman of the Corporation is its director Same chairman with the major shareholder - The chairman of the Corporation is its vice-chairman by the ultimate parent company The chairman of the Corporation is its vice-chairman Same chairman with the ultimate parent company - Same chairman with the major shareholder - The director of the Corporation is its chairman - Related party in substance - |
Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - noncurrent Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - noncurrent Same as above Same as above Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - noncurrent Same as above Same as above Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - noncurrent Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - noncurrent Financial assets at fair value through profit or loss - current Same as above |
37,693,157 41,246 215,000 9,958,000 299,000 261,000 340,000 97,439,707 13,630,966 10,506,792 4,812,514 161,700 213,442 45,258,938 50,000 230,000 13,279,219 2,256,782 1,185,713 5,256,454 296,017 935,029 3,254,125 866,730 120,000 273,024 105,000 15 3,973 1,000,000 |
$ 450,433 866 15,502 304,715 14,756 32,756 13,294 1,164,404 355,087 220,643 242,069 - 2,051 602,813 3,605 16,583 121,372 47,392 30,888 41,691 3,537 24,358 68,337 8,376 8,652 900 7,571 - 156,299 177,202 |
1.12 - 0.01 0.07 0.01 0.05 0.02 2.90 0.96 1.19 1.94 0.06 0.21 10.14 - - 2.60 0.25 0.08 5.94 0.01 0.07 0.37 16.00 - 5.04 - - - 0.37 |
$ 450,433 866 15,502 304,715 14,756 32,756 13,294 1,164,404 355,087 220,643 242,069 - 2,051 602,813 3,605 16,583 121,372 47,392 30,888 41,691 3,537 24,358 68,337 8,376 8,652 900 7,571 - 156,299 177,202 |
Note 5 |
(Continued)
- 104 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| Asia Cement Pioneer Investment Ltd. FSMS YLT YLSS KCC KCCL |
Ordinary shares Hsing Ta Cement Co., Ltd Foxconn Technology Co., Ltd Taiwan Cement Co., Ltd. Quanta Computer Inc. Pegatron Corporation Hon Hai Precision Industry Co., Ltd. China Construction Bank Corporation, A share China Life Insurance Company Limited, H share China Mobile Communications Corporation Hiwin Technologies Corporation Accton Technology Corporation Far EasTone Casetek Holdings Limited Nan Ya Plastics Corporation Inventec Corporation China Life Insurance Company Limited, A share China Life Insurance Company Limited, H share Lite-On Technology Corporation Tripod Technology Corporation WPG Holdings Limited Far Eastern International Bank Oriental Union Chemical Corp. Far Eastern Department Store Ltd. Ding Shen Investment Co., Ltd. Hsin Nsn Construction Co., Ltd. Ordinary shares Cementon Micronesia L.L.C. Ordinary shares Stone Industry Resource System Corp Beneficiary certificates Polaris Taiwan Top 50 Tracker Fund Ordinary shares Far Eastern International Bank Far EasTone Ordinary shares Far EasTone Beneficiary certificates CSOP FTSE China A50 ETF Beneficiary certificates Allianz US High Yield Fund Opas Fund Segregated Portfolio Tranche C |
- - - - - - - - - - - Same chairman with the major shareholder - - - - - - - - The chairman of the Corporation’s major shareholder is its vice-chairman Same chairman with the major shareholder Same chairman with the major shareholder The Corporation is its director - - - - The chairman of the Corporation’s major shareholder is its vice-chairman Same chairman with the major shareholder Same chairman with the major shareholder - - Related party in substance |
Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - noncurrent Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - noncurrent Financial assets at fair value through other comprehensive income - noncurrent Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - noncurrent Same as above Financial assets at fair value through other comprehensive income - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Same as above |
10,834,650 2,043,000 389,519 525,000 825,000 1,720,000 2,500,000 1,350,000 448,000 38,000 150,000 1,426,303 1,000,000 3,286,000 2,882,000 540,000 986,000 136,000 100,000 340,000 135,149,123 1,552,156 4,473,972 39,600,000 2,696 (Note 1) 10,000 350,000 3,020,872 71,099 130,000 300,000 97,741 1,606 |
$ 217,776 135,247 17,022 33,758 56,430 156,176 77,548 111,620 112,065 10,678 25,200 102,836 47,350 239,221 65,854 80,786 81,524 6,712 12,550 13,294 1,615,032 32,595 116,547 372,240 - 116,727 70 33,933 36,099 5,126 9,373 17,438 21,147 70,827 |
3.17 0.14 0.01 0.01 0.03 0.01 - - - 0.01 0.03 0.04 0.24 0.04 0.08 - - 0.01 0.02 0.02 4.03 0.18 0.32 18.00 - 10.00 0.15 - 0.09 - - - - - |
$ 217,776 135,247 17,022 33,758 56,430 156,176 77,548 111,620 112,065 10,678 25,200 102,836 47,350 239,221 65,854 80,786 81,524 6,712 12,550 13,294 1,615,032 32,595 116,547 372,240 - 116,727 70 33,933 36,099 5,126 9,373 17,438 21,147 70,827 |
Note 6 |
(Continued)
- 105 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| ACSPL OCPL |
Beneficiary certificates United Emerging Markets Bond Funds United Growth Fund Ordinary shares DBS Group Guocoland Ltd. Hong Leong Asia INTRACO Engro Corp Ltd. Ordinary shares Hiap Hoe Ltd. |
- - - - - - - - |
Financial assets at fair value through profit or loss - current Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Financial assets at fair value through profit or loss - current |
3,232,758 745,068 33,436 26,666 20,000 46,875 2,000 44,260 |
$ 93,112 60,131 19,202 1,160 297 296 43 786 |
- - - - - - - - |
$ 93,112 60,131 19,202 1,160 297 296 43 786 |
Note 1: This is not a company limited by shares.
Note 2: Marketable securities in this table are shares, bonds, beneficiary certificates and securities derived from these items under IFRS 9 “Financial Instruments: Recognition and Measurement”.
Note 3: The carrying amounts of financial instruments measured at fair values are adjusted for fair value less accumulated impairment loss; the carrying amounts of financial instruments not measured at fair values are the original cost or amortized cost less accumulated impairment loss.
Note 4: 14,500 thousand shares ($1,045,450 thousand) of the securities are pledged as collaterals for bank loans of the Corporation.
Note 5: 5,000 thousand shares ($130,250 thousand) of the securities are pledged as collaterals for bank loans of DCI.
Note 6: 3,500 thousand shares ($91,175 thousand) of the securities are pledged as collaterals for bank loans of AIC.
(Concluded)
- 106 -
TABLE 4
ASIA CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Type and Name of Marketable Securities (Note 1) |
Financial Statement Account | Counterparty (Note 2) |
Relationship (Note 2) |
Beginning Balance | Beginning Balance | Acquisition (Note 3) | Acquisition (Note 3) | Disposal (Note 3) | Disposal (Note 3) | **Ending ** | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Amount | Shares/Units | Amount | Shares/Units | Amount | Carrying Value | Gain (Loss) on **Disposal ** |
Shares/Units | Amount | |||||
| ACCHC PIHPL OIH OHC ACSPL DCI AIC Mega Mega IV Leap |
Ordinary shares PIHPL Ordinary shares OIH Ordinary shares OHC Ordinary shares YDES Beneficiary certificates Opas Fund Segregated Portfolio Tranche D Beneficiary certificates Opas Fund Segregated Portfolio Tranche D Beneficiary certificates Opas Fund Segregated Portfolio Tranche D Beneficiary certificates Opas Fund Segregated Portfolio Tranche D Beneficiary certificates Opas Fund Segregated Portfolio Tranche D Beneficiary certificates Opas Fund Segregated Portfolio Tranche D |
Investments in subsidiaries Investments in subsidiaries Investments in subsidiaries Investments accounted for using the equity method Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
Proceeds from issuance of ordinary shares Proceeds from issuance of ordinary shares Proceeds from issuance of ordinary shares Proceeds from issuance of ordinary shares - - - - - - |
Subsidiaries Subsidiaries Subsidiaries Associates - - - - - - |
9,379,303 700,709,352 (Note 1) (Note 1) 19,000 56,000 58,000 - - - |
US$ 2,165,969 thousand US$ 1,473,705 thousand RMB 813,357 thousand - 580,194 1,716,669 1,777,798 - - - |
340,232 (Note 2) - - - 94 - 9,601 9,601 9,601 |
US$ 73,781 thousand US$ 73,781 thousand RMB 500,000 thousand RMB 714,190 thousand - 2,869 - 294,286 294,286 294,286 |
- - - - 19,000 56,094 58,000 9,601 9,601 9,601 |
$ - - - - 612,797 1,805,004 1,863,752 296,073 296,073 296,073 |
$ - - - - 583,562 1,716,469 1,774,800 294,286 294,286 294,286 |
$ - - - - 29,235 88,536 88,952 1,787 1,787 1,787 |
9,719,535 (Note 2) 700,709,352 (Note 2) (Note 1) (Note 1) - - - - - - |
US$ 2,484,649 thousand US$ 1,751,418 thousand RMB 2,885,909 thousand RMB 706,643 thousand - - - - - - |
Note 1: This is not a company limited by shares.
Note 2: The cash capital increment was not registered yet.
- 107 -
TABLE 5
ASIA CEMENT CORPORATION AND SUBSIDIARIES
TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Purchasing or (Selling) Company Name |
Related Party | Relationship | Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts (Payable) or Receivable |
Notes/Accounts (Payable) or Receivable |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (Sale) | Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total |
||||
| The Corporation ACSPL YTRMC FMT FDT YSRMC YLPPC NHC YLT YTV JYDC |
YTRMC ACSPL YSRMC U-Ming U-Ming Singapore YLT NHC Alliance Concrete Singapore Pte. Ltd. The Corporation Far Eastern General Construction Inc. Far Eastern Resources Development Co. The Corporation CHC Resources Corporation Air Liquide Far Eastern Co. FENC OUCC Oriental Petrochemical (Taiwan) Co., Ltd. Chubei New Century Shopping Mall Co., Ltd. The Corporation Far Eastern General Construction Inc. The Corporation The Corporation Far Eastern Polytex Vietnam Ltd. TZOCCL WYDC YYDCCL NYDC |
A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation An investee accounted for by equity method A subsidiary of an investee accounted for by equity method A subsidiary of the Corporation A subsidiary of the Corporation An investee accounted for by equity method Parent company Related party in substance Related party in substance Parent company Related party in substance Related party in substance An investee accounted for by equity method Related party in substance Related party in substance Related party in substance Parent company Related party in substance Parent company Parent company A subsidiary of an investee accounted for by equity method The same ultimate parent company The same ultimate parent company The same ultimate parent company A subsidiary of the Corporation |
Sales Sales Sales Sales freight expense Sales freight expense Sales freight expense Purchase Sales Purchase Sales Sales Purchase Purchase Sales Sales Sales Sales Sales Purchase Sales Sales Sales Sales Sales Sales Sales Sales |
$ (1,805,262) (522,223) (163,476) 551,952 186,958 176,539 151,293 SGD (28,215) thousand SGD 23,042 thousand (430,434) (104,551) 1,805,262 466,075 (156,034) (207,509) (133,627) (176,300) (104,908) 163,476 (116,783) (151,293) (176,539) VND (79,774,106) thousand RMB (240,626) thousand RMB (212,481) thousand RMB (552,419) thousand RMB (92,202) thousand |
(20) (6) (2) 6 2 2 2 (78) 63 (5) (1) 21 5 (14) (19) (12) (20) (15) 25 (66) (40) (98) (82) (5) (4) (11) (2) |
Purchase 45 days after monthly closing Average 30 days Purchase 45 days after monthly closing Average 60 days Average 10 days Average 30 days Purchase 45 days after monthly closing Average 60 days Average 30 days Average 90 days Average 90 days Purchase 45 days after monthly closing Purchase 45 days after monthly closing Purchase 120 days after monthly closing Purchase 60 days after monthly closing Purchase 75 days after monthly closing 110 days Average 60 days Purchase 45 days after monthly closing Average 90 days Purchase 45 days after monthly closing 30 days Within 45 days Within 90 days Average 30 days Within 90 days Average 30 days |
$ - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - |
$ 348,664 38,621 34,114 (66,176) - (31,883) (28,431) SGD 6,247 thousand SGD (1,740) thousand 213,416 76,481 (348,664) (64,488) 52,734 27,527 23,895 55,066 19,648 (34,114) 35,542 28,431 31,883 VND 26,936,744 thousand RMB 34,873 thousand RMB 37,902 thousand RMB 31,765 thousand RMB 16,285 thousand |
33 4 3 (4) - (2) (2) 83 (28) 6 2 (24) (4) 25 13 11 46 8 (30) 34 33 99 87 4 5 4 2 |
(Continued)
- 108 -
| Purchasing or (Selling) Company Name |
Related Party | Relationship | Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts (Payable) or Receivable |
Notes/Accounts (Payable) or Receivable |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (Sale) | Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total |
||||
| NYDC NYLC TZOCCL WYDC YYDCCL HYDCCL |
NYLC HYDCCL RYNM JYLTC WAMTC NYDC NYLC HGYDC JYDC JYDC JYDC JYDC JYDC YYDCCL JYDC HYDCCL TZOCCL JYDC WAMTC WYDC WYCPCL HZYCCL JYDC HGYDC WAMTC HXMC |
A subsidiary of the Corporation The same ultimate parent company A subsidiary of the Corporation A subsidiary of the Corporation An investee accounted for by equity method A subsidiary of the Corporation A subsidiary of the Corporation The same ultimate parent company Parent company Parent company Parent company Parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company An investee accounted for by equity method The same ultimate parent company The same ultimate parent company An investee accounted for by equity method The same ultimate parent company The same ultimate parent company An investee accounted for by equity method An investee accounted for by equity method |
Sales Sales Sales Sales freight expense Sales freight expense Purchase Purchase Purchase Sales Purchase Sales Purchase Purchase Purchase Purchase Purchase Sales Purchase Sales freight expense Sales Sales Sales Purchase Purchase Sales freight expense Purchase |
RMB (33,435) thousand RMB (49,612) thousand RMB (23,366) thousand RMB 52,041 thousand RMB 76,408 thousand RMB 294,343 thousand RMB 28,776 thousand RMB 24,880 thousand RMB (294,343) thousand RMB 92,202 thousand RMB (28,776) thousand RMB 33,435 thousand RMB 240,626 thousand RMB 29,860 thousand RMB 212,481 thousand RMB 25,704 thousand RMB (29,860) thousand RMB 552,419 thousand RMB 25,879 thousand RMB (25,704) thousand RMB (44,639) thousand RMB (32,231) thousand RMB 49,612 thousand RMB 86,691 thousand RMB 33,759 thousand RMB 22,650 thousand |
(1) (1) - 2 2 10 1 1 (100) 35 (17) 23 85 11 63 8 (3) 70 3 (2) (3) (2) 5 8 3 2 |
Average 30 days Within 90 days Average 30 days Within 90 days Within 90 days Average 30 days Average 30 days Average 30 days Average 30 days Average 30 days Average 30 days Average 30 days Within 90 days Within 90 days Average 30 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days Within 90 days |
$ - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - |
RMB 6,503 thousand RMB 12,304 thousand RMB 3,856 thousand RMB (14,608) thousand RMB (19,484) thousand RMB (45,705) thousand RMB (2,475) thousand RMB (7,370) thousand RMB 45,705 thousand RMB (16,285) thousand RMB 2,475 thousand RMB (6,503) thousand RMB (34,873) thousand RMB (912) thousand RMB (37,902) thousand RMB (280) thousand RMB 912 thousand RMB (31,765) thousand RMB (2,885) thousand RMB 280 thousand RMB 14,085 thousand RMB 14,906 thousand RMB (12,304) thousand RMB (9,658) thousand - RMB (1,856) thousand |
1 1 - (8) 11 (25) (1) (4) 100 (58) 2 (31) (92) (2) (59) - 1 (64) (6) - 4 4 (14) (11) - (2) |
(Continued)
- 109 -
| Purchasing or (Selling) Company Name |
Related Party | Relationship | Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts (Payable) or Receivable |
Notes/Accounts (Payable) or Receivable |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (Sale) | Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total |
||||
| WYCPCL SIYDCCL HGYDC SLCL SYCPCL JYLTC SYTCL RYNM |
HYDCCL SLCL SYCPCL HYDCCL JYDC SYCPCL SIYDCCL SYTCL SLCL SIYDCCL JYDC SLCL JYDC |
The same ultimate parent company A subsidiary of the Corporation The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company The same ultimate parent company Parent company |
Purchase Sales Sales Sales Sales Sales Purchase Purchase Purchase Purchase Sales Sales Purchase |
RMB 44,639 thousand RMB (81,058) thousand RMB (27,616) thousand RMB (86,691) thousand RMB (24,880) thousand RMB (23,395) thousand RMB 81,058 thousand RMB 43,424 thousand RMB 23,395 thousand RMB 27,616 thousand RMB (52,041) thousand RMB (43,424) thousand RMB 23,366 thousand |
30 (4) (1) (10) (3) (2) 10 5 9 11 (63) (56) 100 |
Within 90 days Within 90 days Within 90 days Within 90 days Average 30 days Within 90 days Within 90 days Within 90 days Average 30 days Within 90 days Within 90 days Within 90 days Average 30 days |
$ - - - - - - - - - - - - - |
- - - - - - - - - - - - - |
RMB (14,085) thousand RMB 7,306 thousand RMB 8,710 thousand RMB 9,658 thousand RMB 7,370 thousand RMB 22,603 thousand RMB (7,306) thousand RMB (6,162) thousand RMB (22,603) thousand RMB (8,710) thousand RMB 14,608 thousand RMB 6,162 thousand RMB (3,856) thousand |
(43) 1 1 18 14 3 (15) (12) (24) (9) 62 24 (99) |
(Concluded)
- 110 -
TABLE 6
ASIA CEMENT CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| The Corporation ACSPL YTRMC JYDC NYDC OIH OHC SLCL WYDC HYDCCL |
YTRMC Alliance Concrete Singapore Pte. Ltd. Far Eastern General Construction Inc. TZDC WYDC YYDCCL ACCHC SHYLCP TZOCCL JYDC ACCHC SLCL SLCCL SYCPCL ACCHC |
A subsidiary of the Corporation An investee accounted for by equity method Related party in substance The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company The same ultimate parent company The same ultimate parent company Parent company Parent company The same ultimate parent company A subsidiary of the Corporation The same ultimate parent company Parent company |
$ 348,664 SGD 6,247 thousand 213,416 RMB 34,873 thousand RMB 37,902 thousand RMB 31,765 thousand RMB 700,000 thousand RMB 45,000 thousand RMB 70,000 thousand RMB 45,705 thousand RMB 44,000 thousand RMB 190,000 thousand RMB 33,000 thousand RMB 40,000 thousand RMB 400,000 thousand |
5.02 times 4.25 times 1.75 times 6.92 times 6.71 times 16.52 times Note 1 Note 1 Note 1 6.77 times Note 1 Note 1 Note 1 Note 1 Note 1 |
$ - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - |
$ 5,386 SGD 6,247 thousand 121,620 RMB 30,032 thousand - RMB 23,692 thousand - - - RMB 45,705 thousand - RMB 90,000 thousand - - - |
$ - - - - - - - - - - - - - - - |
Note 1: The accounts receivable from financing.
- 111 -
TABLE 7
ASIA CEMENT CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance | as of December 31, 2019 | as of December 31, 2019 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | December 31, 2018 | Shares | Percentage of Ownership |
Carrying Value | |||||||
| The Corporation DCI |
ACCHC FENC U-Ming DCI CHP YDC YYI ACSPL OSC AIC YTRMC YLSS FMT FEDSDL NHC YDLC YLT AEE EISF YLPPC SIHL CSCGL YDC FEC FENC KCC SHSTC FSMS U-Ming AC Mega Investment Ltd. AC Leap Investment Ltd. AC Mega II Investment Ltd. |
Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Singapore Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan B.V.I. Cayman Taiwan Taiwan Taiwan Hong Kong Taiwan Taiwan Taiwan B.V.I. B.V.I. B.V.I. |
Investment Textile Marine transportation Investment Power plant Investment Investment Cement Broker Investment Ready-mixed concrete, cement - related products Stainless steel Transportation Retails Cement, granulated blast-furnace slag Leasing Transportation Engineering Iron and steel Cement - related products Investment Investment Investment Construction Textile Cement Storage and transportation Mining excavation, mineral processing and sales Marine transportation Investment Investment Investment |
$ 13,660,636 3,459,787 510,236 2,555,255 3,119,492 2,232,220 911,058 186,958 154,207 1,212,679 1,042,252 2,661,240 68,416 500,000 410,994 309,049 22,110 5,136 31,463 144,961 2,898 4,821,008 289,982 140,138 1,263,385 36,024 - 112,096 27,619 828,313 846,224 289,050 |
$ 13,660,636 3,459,787 510,236 2,555,255 3,119,492 2,232,220 911,058 186,958 154,207 1,212,679 1,042,252 2,661,240 68,416 500,000 410,994 309,049 22,110 5,136 31,463 144,961 2,898 4,821,008 289,982 140,138 1,263,385 36,024 143,516 112,096 27,619 579,926 579,439 289,050 |
1,061,209,202 1,272,277,085 331,701,152 595,576,603 280,093,521 178,707,648 155,000,803 10,495,495 135,092,154 222,039,596 159,067,779 200,000,000 29,517,188 53,250,000 26,128,171 34,640,189 5,100,000 7,970,703 3,199,823 16,241,083 90,000 331,878,315 72,989,090 115,882,928 82,812,887 1,127,000 - 1,294,270 468,486 27,700,000 28,300,000 10,000,000 |
67.73 23.77 39.25 99.99 59.59 35.50 29.92 99.96 18.93 100.00 99.99 100.00 99.82 25.00 99.94 43.60 51.00 98.23 40.40 83.81 100.00 7.62 14.50 33.76 1.55 49.00 - 99.56 0.06 100.00 100.00 100.00 |
$ 41,411,828 39,074,139 10,462,271 13,656,200 6,059,603 3,218,379 2,560,533 4,142,011 1,921,049 3,256,199 1,801,770 1,969,817 1,410,458 640,867 261,372 373,481 265,154 182,274 80,652 75,594 54,922 5,248,933 1,320,548 4,402,354 2,509,521 446,154 - 133,735 30,967 774,004 855,589 281,337 |
$ 14,106,889 10,732,669 1,621,695 1,262,905 1,097,061 214,541 811,808 693,709 250,003 977,016 146,801 1,347 213,189 152,284 52,531 12,144 22,796 59,946 14,020 1,040 3,038 13,578,105 214,541 725,256 10,732,669 40,881 - (6,936) 1,621,695 86,138 100,918 46,877 |
$ 9,554,596 1,637,898 636,545 1,262,788 653,769 67,561 242,893 693,431 47,326 977,016 146,801 (6,939) 213,363 56,887 52,499 5,295 11,626 58,885 5,664 871 3,038 965,182 Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation |
(Continued)
- 112 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance | as of December 31, 2019 | as of December 31, 2019 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | December 31, 2018 | Shares | Percentage of Ownership |
Carrying Value | |||||||
| NHC YTRMC FMT FDT AEE YLPPC AIC |
AC Mega III Investment Ltd. AC Mega IV Investment Ltd. Drive Catalyst SPC - SP Tranche One Drive Catalyst SPC - SP Tranche Three CSCGL SHSTC PGIC FENC U-Ming CSCGL YSRMC YTV PYCI AOG FDT FENC YDEC U-Ming FENC ACCHC U-Ming CSCGL YDEC PYCI YLPCIP AOG FENC U-Ming CHP Asia Cement Pioneer Investment Ltd. Asia Cement Pioneer II Investment Ltd. Asia Cement Pioneer III Investment Ltd. Asia Cement Pioneer IV Investment Ltd. Asia Cement Explorer Investment Ltd. DCI |
B.V.I. B.V.I. B.V.I. B.V.I. Cayman Taiwan Taiwan Taiwan Taiwan Cayman Taiwan Vietnam Indonesia Guam Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Cayman Taiwan Cayman Taiwan Indonesia India Guam Taiwan Taiwan Taiwan B.V.I. B.V.I. B.V.I. B.V.I. B.V.I. Taiwan |
Investment Investment Investment Investment Investment Storage and transportation Granulated blast-furnace slag Textile Marine transportation Investment Ready-mixed concrete Ready-mixed concrete Ready-mixed concrete Investment Transportation Textile Retail Marine transportation Textile Investment Marine transportation Investment Retail Ready-mixed concrete Tunnel lining segments Investment Textile Marine transportation Power plant Investment Investment Investment Investment Investment Investment |
$ 289,050 780,510 123,120 123,960 872,619 - 36,771 15,240 1,027 282,957 69,930 201,823 144,369 236,240 30,373 40,263 160,424 1,891 31,322 50,541 38,931 266,942 20,776 1,448 8,338 66,816 405,473 77,446 376 2,100,779 833,410 578,325 575,538 623,340 76 |
$ 289,050 780,510 123,120 - 872,619 333,309 36,771 15,240 1,027 282,957 69,930 201,823 61,439 175,230 30,373 40,263 160,424 1,891 31,322 50,541 38,931 266,942 20,776 621 8,338 66,816 405,473 77,446 376 2,039,879 544,135 289,050 286,263 334,065 76 |
10,000,000 26,100,000 4,000 4,000 56,297,000 - 3,287,550 1,739,978 64,143 9,250,000 6,993,000 (Note 1) (Note 1) (Note 1) 27,892,834 4,415,299 30,557,900 50,000 1,020,000 3,161,500 3,485,997 8,368,000 4,411,559 (Note 1) (Note 1) (Note 1) 15,430,293 7,796,914 37,574 68,550,000 28,000,000 19,500,000 19,010,000 20,915,000 5,401 |
100.00 100.00 25.00 25.00 1.29 - 31.00 0.03 0.01 0.21 69.93 100.00 99.00 95.04 99.87 0.08 26.95 0.01 0.02 0.20 0.41 0.19 3.89 1.00 99.99 4.96 0.29 0.92 0.01 100.00 100.00 100.00 100.00 100.00 - |
$ 319,223 888,698 120,649 118,975 890,053 - 51,455 40,356 941 145,992 87,687 291,247 68,599 65,207 740,647 109,949 585,374 1,805 31,091 84,246 35,455 132,075 84,414 693 1,915 3,403 649,483 72,456 850 2,064,326 891,935 542,204 588,459 442,420 76 |
$ 52,787 106,605 3,831 (3,076) 13,578,105 - 8,847 10,732,669 1,621,695 13,578,105 27,530 7,838 (72,481) (43,552) 109,850 10,732,669 117,812 1,621,695 10,732,669 14,106,889 1,621,695 13,578,105 117,812 (72,481) (219) (43,552) 10,732,669 1,621,695 1,097,061 306,888 101,257 36,662 48,009 14,774 1,262,905 |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation |
(Continued)
- 113 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance | as of December 31, 2019 | as of December 31, 2019 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | December 31, 2018 | Shares | Percentage of Ownership |
Carrying Value | |||||||
| YLT ACE ACP ACP II ACP III ACP IV Leap Mega Mega II Mega III Mega IV KCC JFTL AOG |
FMT NHC AEE FSMS FDT YSRMC EISF YTRMC CSCGL U-Ming CSCGL Opas Fund Segregated Portfolio Company Drive Catalyst SPC CSCGL CSCGL CSCGL CSCGL CSCGL CSCGL CSCGL CSCGL CSCGL KCCL Join Fortune Trading Ltd. Empire Success Corp Ltd. Profit Enterprises Int'l Ltd. Asia Oriental Concrete, LLC Perez-Mtec-ACC, L.L.C. |
Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Cayman Taiwan Cayman Cayman Cayman Cayman Cayman Cayman Cayman Cayman Cayman Cayman Cayman Cayman Hong Kong B.V.I. Hong Kong Hong Kong Guam Guam |
Transportation Cement, granulated blast-furnace slag Engineering Mining excavation, mineral processing and sales Transportation Ready-mixed concrete Iron and steel Ready-mixed concrete, cement - related products Investment Marine transportation Investment Investment Investment Investment Investment Investment Investment Investment Investment Investment Investment Investment Ready-mixed concrete Investment Storage and transportation Barge transportation Ready-mixed concrete Ready-mixed concrete |
$ 176 78 116 119 110 37 15,649 53 556,895 58,840 266,882 1,531 494 1,959,250 544,689 290,967 292,032 567,556 554,533 293,393 292,743 504,078 38 88,372 65,076 23,296 237,944 8,979 |
$ 176 78 116 119 110 37 15,649 53 556,895 58,840 266,882 1,531 494 1,959,250 544,689 290,967 292,032 567,556 554,533 293,393 292,743 504,078 38 88,372 65,076 23,296 178,084 8,979 |
5,000 5,000 6,000 5,000 7,145 5,000 660,000 5,782 31,528,000 6,348,103 7,480,000 33 33 107,536,000 36,865,000 14,790,000 18,514,000 35,569,000 30,251,000 16,058,000 18,477,000 37,410,000 10,000 2,979,721 17,040,000 6,100,000 (Note 1) (Note 1) |
0.02 0.02 0.07 0.38 0.03 0.05 8.33 - 0.72 0.75 0.17 33.00 33.00 2.47 0.85 0.34 0.43 0.82 0.70 0.37 0.42 0.86 100.00 100.00 50.00 50.00 71.70 33.33 |
$ 272 80 120 125 199 44 16,630 53 498,144 308,774 118,080 1,607 488 1,700,893 583,507 233,970 293,443 562,979 479,139 254,137 291,688 591,806 138,589 18,957 16,508 3,289 22,269 42 |
$ 213,189 52,531 59,946 (6,936) 109,850 27,530 14,020 146,801 13,578,105 1,621,695 13,578,105 113 20 13,578,105 13,578,105 13,578,105 13,578,105 13,578,105 13,578,105 13,578,105 13,578,105 13,578,105 13,198 584 (559) 1,253 (66,247) - |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation |
(Continued)
- 114 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance | as of December 31, 2019 | as of December 31, 2019 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | December 31, 2018 | Shares | Percentage of Ownership |
Carrying Value |
|||||||
| ACSPL ACCHC |
OCPL ACCHC Alliance Concrete Singapore Pte. Ltd. PIHPL |
Singapore Cayman Singapore B.V.I. |
Ready-mixed concrete, leasing Investment Ready-mixed concrete Investment |
$ 377,230 598,600 155,330 26,356,747 |
$ 377,230 598,600 155,330 26,356,747 |
17,000,000 63,790,798 6,000,000 9,379,303 |
100.00 4.07 50.00 100.00 |
$ 260,244 2,488,498 206,833 74,365,545 |
$ 3,400 14,106,889 204,204 15,638,825 |
Not applicable Not applicable Not applicable Not applicable |
A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation |
Note 1: This is not a company limited by shares.
(Concluded)
- 115 -
TABLE 8
ASIA CEMENT CORPORATION AND SUBSIDIARIES
INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment (Note 2) |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2019 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2019 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2019 |
Accumulated Repatriation of Investment Income as of December 31, 2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| SHYLCP JYDC WYDC SHYFCP OHC NYLC NYDC SIYDCCL CYCPCL JYLTC |
It manufactures and sells ready-mixed concrete and cement - related products It manufactures and sells cement, clinker and ready-mixed concrete (including cement - related products). It manufactures and sells cement, slag powder and slag cement. It manufactures and sells ready-mixed concrete and cement - related products Investment It manufactures and sells ready-mixed concrete and cement - related products It manufactures and sells cement, slag powder and slag cement. Cement, clinker, slag powder and ready-mixed concrete (including cement - related products) It manufactures and sells ready-mixed concrete and cement - related products Transportation |
US$15,000 (equivalent to NT$448,950 thousand) US$356,104 (equivalent to NT$10,658,193 thousand) US$36,140 (equivalent to NT$1,081,670 thousand) - US$130,407 (equivalent to NT$3,903,082 thousand) RMB60,000 (equivalent to NT$257,419 thousand) RMB90,000 (equivalent to NT$386,128 thousand) US$368,340 (equivalent to NT$11,024,416 thousand) US$4,100 (equivalent to NT$122,713 thousand) RMB12,500 (equivalent to NT$53,629 thousand) |
(2) (2) (2) - (2) (2) (2) (2) (2) (2) |
US$11,200 (equivalent to NT$335,216 thousand) US$93,035 (equivalent to NT$2,784,538 thousand) RMB(126,758) (equivalent to NT$(543,832) thousand) US$22,081 (equivalent to NT$660,884 thousand) RMB(3,533) (equivalent to NT$(15,158) thousand) US$1,270 (equivalent to NT$38,011 thousand) US$54,191 (equivalent to NT$1,621,937 thousand) - - US$67,585 (equivalent to NT$2,022,819 thousand) RMB(4,091) (equivalent to NT$(17,552) thousand) US$2,023 (equivalent to NT$60,548 thousand) - |
$ - - - - - - - - - - |
$ - RMB(380,367) (equivalent to NT$(1,631,895) thousand) - - - - - RMB(136,094) (equivalent to NT$(583,886) thousand) - - |
US$11,200 (equivalent to NT$335,216 thousand) US$93,035 (equivalent to NT$2,784,538 thousand) RMB(507,125) (equivalent to NT$(2,175,727) thousand) US$22,081 (equivalent to NT$660,884 thousand) RMB(3,533) (equivalent to NT$(15,158) thousand) US$1,270 (equivalent to NT$38,011 thousand) US$54,191 (equivalent to NT$1,621,937 thousand) - - US$67,585 (equivalent to NT$2,022,819 thousand) RMB(140,185) (equivalent to NT$(601,438) thousand) US$2,023 (equivalent to NT$60,548 thousand) - |
RMB14,271 (equivalent to NT$63,986 thousand) RMB1,488,812 (equivalent to NT$6,675,264 thousand) RMB29,023 (equivalent to NT$130,126 thousand) - RMB386,044 (equivalent to NT$1,730,872 thousand) RMB(6,553) (equivalent to NT$(29,379) thousand) RMB15,586 (equivalent to NT$69,883 thousand) RMB1,264,886 (equivalent to NT$5,671,266 thousand) RMB14,136 (equivalent to NT$63,381 thousand) RMB6,397 (equivalent to NT$28,680 thousand) |
72.00 68.40 72.00 - 72.00 68.40 52.20 72.00 72.00 70.12 |
RMB10,275 (equivalent to NT$46,070 thousand) RMB1,018,348 (equivalent to NT$4,565,881 thousand) RMB20,896 (equivalent to NT$93,691 thousand) - RMB277,951 (equivalent to NT$1,246,228 thousand) RMB(4,482) (equivalent to NT$(20,096) thousand) RMB8,136 (equivalent to NT$36,479 thousand) RMB910,718 (equivalent to NT$4,083,312 thousand) RMB10,178 (equivalent to NT$45,634 thousand) RMB4,485 (equivalent to NT$20,111 thousand) |
RMB10,405 (equivalent to NT$44,643 thousand) RMB4,112,215 (equivalent to NT$17,642,702 thousand) RMB438,541 (equivalent to NT$1,881,481 thousand) - RMB2,077,855 (equivalent to NT$8,914,653 thousand) RMB112,989 (equivalent to NT$484,760 thousand) RMB88,543 (equivalent to NT$379,876 thousand) RMB3,773,937 (equivalent to NT$16,191,384 thousand) RMB59,238 (equivalent to NT$254,151 thousand) RMB25,780 (equivalent to NT$110,602 thousand) |
US$800 (equivalent to NT$23,944 thousand) US$50,781 (equivalent to NT$1,519,875 thousand) RMB507,125 (equivalent to NT$2,175,727 thousand) US$4,469 (equivalent to NT$133,757 thousand) RMB3,533 (equivalent to NT$15,158 thousand) - US$809 (equivalent to NT$24,213 thousand) - - US$27,009 (equivalent to NT$808,379 thousand) RMB140,185 (equivalent to NT$601,438 thousand) US$77 (equivalent to NT$2,305 thousand) - |
| (Continued) |
- 116 -
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment (Note 2) |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2019 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2019 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2019 |
Accumulated Repatriation of Investment Income as of December 31, 2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| HYDCCL CYSPC SYCPCL SYTCL YYDCCL HGYDC HYTCL WYCPCL WYXC HZYCCL HXMC WAMTC TZOCCL |
Cement, clinker, slag powder and ready-mixed concrete (including cement - related products) Slag powder It manufactures and sells ready-mixed concrete and cement - related products Transportation Cement, slag powder and ready-mixed concrete (including cement - related products) Cement, clinker, slag powder and ready-mixed concrete (including cement - related products) Transportation It manufactures and sells ready-mixed concrete and cement - related products Cement, clinker, slag powder and ready-mixed concrete (including cement - related products) It manufactures and sells ready-mixed concrete and cement - related products Production and sales of limestone Marine transportation Cement - related products |
US$154,800 (equivalent to NT$4,633,164 thousand) - US$3,300 (equivalent to NT$98,769 thousand) US$3,500 (equivalent to NT$104,755 thousand) US$35,530 (equivalent to NT$1,063,413 thousand) US$86,170 (equivalent to NT$2,579,068 thousand) RMB13,000 (equivalent to NT$55,774 thousand) RMB60,000 (equivalent to NT$257,419 thousand) RMB90,000 (equivalent to NT$386,128 thousand) RMB30,000 (equivalent to NT$128,709 thousand) RMB10,000 (equivalent to NT$42,903 thousand) RMB35,500 (equivalent to NT$152,306 thousand) US$16,000 (equivalent to NT$478,880 thousand) |
(2) - (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) |
US$44,610 (equivalent to NT$1,335,177 thousand) RMB(36,155) (equivalent to NT$(155,116) thousand) US$980 (equivalent to NT$29,331 thousand) US$2,970 (equivalent to NT$88,892 thousand) US$2,158 (equivalent to NT$64,589 thousand) US$14,833 (equivalent to NT$443,952 thousand) US$13,513 (equivalent to NT$404,444 thousand) RMB(24,078) (equivalent to NT$(103,302) thousand) - - - - - - - |
$ - - - - - - - - - - - - - |
RMB(87,753) (equivalent to NT$(376,488) thousand) - - - - RMB(67,959) (equivalent to NT$(291,566) thousand) - - - - - - - |
US$44,610 (equivalent to NT$1,335,177 thousand) RMB(123,908) (equivalent to NT$(531,604) thousand) US$980 (equivalent to NT$29,331 thousand) US$2,970 (equivalent to NT$88,892 thousand) US$2,158 (equivalent to NT$64,589 thousand) US$14,833 (equivalent to NT$443,952 thousand) US$13,513 (equivalent to NT$404,444 thousand) RMB(92,037) (equivalent to NT$(394,868) thousand) - - - - - - - |
RMB430,511 (equivalent to NT$1,930,247 thousand) - RMB17,747 (equivalent to NT$79,571 thousand) RMB4,087 (equivalent to NT$18,323 thousand) RMB50,419 (equivalent to NT$226,061 thousand) RMB265,762 (equivalent to NT$1,191,577 thousand) RMB112 (equivalent to NT$501 thousand) RMB23,129 (equivalent to NT$103,702 thousand) RMB45,088 (equivalent to NT$202,157 thousand) RMB6,787 (equivalent to NT$30,430 thousand) RMB10,800 (equivalent to NT$48,425 thousand) RMB10,804 (equivalent to NT$48,439 thousand) RMB13,131 (equivalent to NT$58,875 thousand) |
72.00 - 72.00 72.00 72.00 72.00 72.00 72.00 64.79 28.80 28.80 34.20 72.00 |
RMB309,968 (equivalent to NT$1,389,778 thousand) - RMB12,778 (equivalent to NT$57,291 thousand) RMB2,942 (equivalent to NT$13,193 thousand) RMB36,302 (equivalent to NT$162,764 thousand) RMB191,349 (equivalent to NT$857,936 thousand) RMB80 (equivalent to NT$360 thousand) RMB16,653 (equivalent to NT$74,665 thousand) RMB28,758 (equivalent to NT$128,941 thousand) RMB1,955 (equivalent to NT$8,764 thousand) RMB2,948 (equivalent to NT$13,217 thousand) RMB3,751 (equivalent to NT$16,820 thousand) RMB8,982 (equivalent to NT$40,271 thousand) |
RMB1,884,938 (equivalent to NT$8,086,981 thousand) - RMB38,641 (equivalent to NT$165,782 thousand) RMB31,255 (equivalent to NT$134,095 thousand) RMB300,302 (equivalent to NT$1,288,390 thousand) RMB915,154 (equivalent to NT$3,926,300 thousand) RMB13,316 (equivalent to NT$57,130 thousand) RMB65,039 (equivalent to NT$279,036 thousand) RMB256,172 (equivalent to NT$1,099,058 thousand) RMB13,305 (equivalent to NT$57,084 thousand) RMB6,819 (equivalent to NT$29,255 thousand) RMB32,162 (equivalent to NT$137,985 thousand) RMB60,949 (equivalent to NT$261,493 thousand) |
US$12,990 (equivalent to NT$388,791 thousand) RMB123,908 (equivalent to NT$531,604 thousand) - - US$992 (equivalent to NT$29,691 thousand) US$1,016 (equivalent to NT$30,409 thousand) US$1,837 (equivalent to NT$54,981 thousand) RMB92,037 (equivalent to NT$394,868 thousand) - - - - - - - |
| (Continued) |
- 117 -
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Method of Investment (Note 2) |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2019 |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2019 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2019 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2019 |
Accumulated Repatriation of Investment Income as of December 31, 2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||||
| SLCL SLCCL YDES RYNM |
Cement, clinker, slag powder and ready-mixed concrete (including cement - related products) Cement - related products Wholesale of chemical products and machinery equipment, design and development of computer software and network technology Building materials, products and construction waste |
RMB600,000 (equivalent to NT$2,574,190 thousand) RMB20,000 (equivalent to NT$85,806 thousand) RMB1,763,425 (equivalent to NT$7,565,650 thousand) RMB2,000 (equivalent to NT$8,581 thousand) |
(2) (2) (2) (2) |
$ | - - - - |
$ - - - - |
$ - - - - |
$ - - - - |
RMB568,864 (equivalent to NT$2,550,570 thousand) RMB(503) (equivalent to NT$((2,254) thousand) RMB(22,262) (equivalent to NT$(99,813) thousand) RMB47,672 (equivalent to NT$213,741 thousand) |
72.00 72.00 28.80 68.40 |
RMB407,522 (equivalent to NT$1,827,173 thousand) RMB(362) (equivalent to NT$(1,623) thousand) RMB(5,434) (equivalent to NT$(24,364) thousand) RMB32,607 (equivalent to NT$146,199 thousand) |
RMB1,512,948 (equivalent to NT$6,491,023 thousand) RMB(15,014) (equivalent to NT$(64,413) thousand) RMB508,783 (equivalent to NT$2,182,839 thousand) RMB33,975 (equivalent to NT$145,765 thousand) |
$ - - - - |
|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2019 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA |
||||||||||||
| US$481,069 (Note 3) (equivalent to NT$14,398,395 thousand) RMB(866,788) (equivalent to NT$(3,718,794) thousand) |
US$2,284,279 (equivalent to NT$68,368,470 thousand) |
(Note 4) |
Note 1: The accrual is based on the financial statements audited by independent auditors.
Note 2: The investor companies were incorporated in Mainland China by a company (2) (ACCHC) which was incorporated in the area other than Taiwan and Mainland China in order to invest in Mainland China.
Note 3: As of December 31, 2019 accumulated investment in China Shanshui Cement Group Ltd which listed at HKEx for managing finance purpose was US$150,620 thousand included in Accumulated Outward Remittance for Investment in Mainland China.
Note 4: The Corporation obtained certificate No. 10620435220 from Industrial Development Bureau, Ministry of Economic Affairs, according to the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China”, the accumulation of fund is not limited.
Note 5: The foreign currency amounts of original investment amount and carrying value are expressed in New Taiwan dollars at exchange rate as of December 31, 2019 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2019.
(Concluded)
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TABLE 9
ASIA CEMENT CORPORATION AND SUBSIDIARIES
BUSINESS RELATIONSHIP AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)
| Number | Company Name | Counterparty | Relationship (Note) |
Transaction Details | Transaction Details | % to Total Revenue or Assets |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms | |||||
| 0 | The Corporation | YTRMC ACSPL AIC YSRMC DCI |
1 1 1 1 1 1 1 1 1 1 |
Accounts receivable Sales Other revenue Guarantee deposits Accounts receivable Sales Other revenue Accounts receivable Sales Other revenue |
$ 348,664 1,805,262 12,423 576,643 38,621 522,223 27,598 34,114 163,476 18,189 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- 2 - - - - - - - - |
| 1 | YTRMC | YTV | 1 | Other receivables | 33,288 | Based on regular terms | - |
| 2 | AEE | The Corporation YLT NHC |
2 2 3 3 |
Accounts receivable Sales Sales Sales |
11,087 10,866 30,297 13,552 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - |
| 3 | NHC | The Corporation | 2 2 |
Accounts receivable Sales |
28,431 151,293 |
Based on regular terms Based on regular terms |
- - |
| 4 | YLT | The Corporation | 2 2 |
Accounts receivable Sales |
31,883 176,539 |
Based on regular terms Based on regular terms |
- - |
| 5 | FMT | The Corporation YTRMC NHC FDT |
2 2 3 3 3 1 1 |
Accounts receivable Sales Accounts receivable Sales Sales Sales Other revenue |
14,930 86,230 10,483 49,011 13,766 66,082 18,786 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - - |
| 6 | FDT | FMT YLSS |
2 2 3 |
Other receivables Sales Sales |
10,027 67,601 19,486 |
Based on regular terms Based on regular terms Based on regular terms |
- - - |
| 7 | OC | ACCHC | 2 | Other receivables | 193,187 | Based on regular terms | - |
| (Continued) |
- 119 -
| Number | Company Name | Counterparty | Relationship (Note) |
Transaction Details | Transaction Details | % to Total Revenue or Assets |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms | |||||
| 8 | SHYLCP | JYDC | 3 | Sales | $ 40,950 | Based on regular terms | - |
| 9 | OHC | SLCL | 3 3 |
Other receivables Interest revenue |
816,179 41,576 |
Based on regular terms Based on regular terms |
- - |
| 10 | SYTCL | SYCPCL SIYDCCL SLCL |
3 3 3 3 3 |
Sales Accounts receivable Sales Accounts receivable Sales |
20,344 11,646 83,829 26,438 194,697 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - |
| 11 | SIYDCCL | SYCPCL SLCL CYCPCL |
3 3 1 1 3 3 |
Accounts receivable Sales Accounts receivable Sales Accounts receivable Sales |
37,367 123,821 31,346 363,433 16,925 95,363 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - |
| 12 | SLCL | SYCPCL SIYDCCL SLCCL |
3 3 2 2 1 |
Accounts receivable Sales Sales Other receivables Other receivables |
96,972 104,895 29,403 171,827 141,757 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - |
| 13 | CYCPCL | SYCPCL SIYDCCL SLCL |
3 3 3 3 |
Accounts receivable Sales Sales Sales |
50,241 62,680 12,150 21,489 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - |
| 14 | JYLTC | JYDC NYDC HGYDC |
2 2 3 3 3 |
Accounts receivable Sales Accounts receivable Sales Sales |
62,673 233,332 30,867 85,317 32,807 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - |
| 15 | JYDC | The Corporation SHYLCP SIYDCCL SLCL ACCHC WYDC NYLC |
2 3 3 3 3 2 2 3 3 1 1 |
Sales Other receivables Other receivables Other revenue Other revenue Other receivables Interest revenue Accounts receivable Sales Accounts receivable Sales |
67,211 193,553 13,482 23,793 11,308 3,014,013 11,278 162,610 952,682 27,901 149,911 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - 1 - - 1 - - |
| (Continued) |
- 120 -
| Number | Company Name | Counterparty | Relationship (Note) |
Transaction Details | Transaction Details | % to Total Revenue or Assets |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms | |||||
| NYDC TZOCCL YYDCCL HYDCCL RYNM |
1 1 3 3 3 3 3 3 3 3 3 |
Accounts receivable Sales Accounts receivable Other receivables Sales Interest revenue Accounts receivable Sales Accounts receivable Sales Sales |
$ 69,869 413,400 149,616 301,665 1,078,874 15,618 136,281 2,476,837 52,787 222,443 104,764 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - 1 - - 3 - - - |
||
| 16 | WYCPCL | HYDCCL | 3 | Sales | 28,540 | Based on regular terms | - |
| 17 | WYDC | SLCL SYCPCL |
3 3 |
Interest revenue Other receivables |
12,408 171,827 |
Based on regular terms Based on regular terms |
- - |
| 18 | WYXC | WYDC | 3 3 |
Accounts receivable Sales |
28,367 39,374 |
Based on regular terms Based on regular terms |
- - |
| 19 | NYLC | JYDC | 2 2 |
Accounts receivable Sales |
10,616 129,021 |
Based on regular terms Based on regular terms |
- - |
| 20 | NYDC | JYDC | 2 2 |
Accounts receivable Sales |
196,087 1,319,721 |
Based on regular terms Based on regular terms |
- 1 |
| 21 | YYDCCL | TZOCCL | 3 | Sales | 133,883 | Based on regular terms | - |
| 22 | HYTCL | WYDC HYDCCL |
3 2 2 |
Sales Accounts receivable Sales |
14,271 10,066 53,369 |
Based on regular terms Based on regular terms Based on regular terms |
- - - |
| 23 | HYDCCL | SIYDCCL SLCL JYDC ACCHC WYCPCL WYDC WYXC HGYDC |
3 3 3 3 3 3 2 2 3 3 3 3 1 3 |
Accounts receivable Sales Accounts receivable Sales Interest revenue Sales Other receivables Interest revenue Accounts receivable Sales Sales Other revenue Sales Sales |
10,992 61,346 10,430 64,074 11,324 86,603 1,732,944 16,581 60,428 200,144 115,249 10,371 20,284 12,487 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - - - - - - - - - |
| (Continued) |
- 121 -
| Number | Company Name | Counterparty | Relationship (Note) |
Transaction Details | Transaction Details | % to Total Revenue or Assets |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms | |||||
| 24 | HGYDC | JYDC WYCPCL WYXC HYDCCL YYDCCL |
3 3 3 3 3 3 3 |
Accounts receivable Sales Sales Sales Accounts receivable Sales Sales |
$ 31,619 111,553 21,367 17,064 41,434 388,690 42,056 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - - |
| 25 | RYNM | JYDC YYDCCL HYDCCL |
2 3 3 3 3 |
Prepayment for purchases Accounts receivable Sales Accounts receivable Sales |
73,317 10,092 23,773 21,613 22,584 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - |
| 26 | AOG | AOC | 1 1 |
Long-term lease receivable Accounts receivable |
10,118 23,835 |
Based on regular terms Based on regular terms |
- - |
-
Note: 1. Parent to subsidiary.
-
Subsidiary to parent.
-
Between subsidiaries.
(Concluded)
- 122 -