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CHC Audit Report / Information 2019

Nov 11, 2019

52389_rns_2019-11-11_59e36a79-47d1-4d7a-8725-2581a75a1bb1.pdf

Audit Report / Information

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CHC HEALTHCARE GROUP

PARENT COMPANY ONLY

FINANCIAL STATEMENTS AND AUDIT REPORT

OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2019 AND 2018

-----------------------------------------------------------------------------------------------------------------------------------For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of CHC Healthcare Group

Opinion

We have audited the accompanying parent company only balance sheets of CHC Healthcare Group (the “Company”) as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with this Code. We believe 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 parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters on the parent company only financial statements for the year ended December

~1~

31, 2019 were as follows:

Assessment of investments accounted for using equity method

Refer to Note 4(12) for accounting policy on investments accounted for using equity method, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for using equity method, and Note 6(5) for details of investments accounted for using equity method.

As of December 31, 2019, the Company’s subsidiary, Chiu Ho Medical System Co., Ltd. and its subsidiaries (“Chiu Ho Medical System Group”), recognised investments accounted for using equity method and investment income amounting to NT$3,568,853 thousand and NT$183,011 thousand, respectively. Because Chiu Ho Medical System Group’s investments accounted for using equity method constituted 46% of the Company’s total assets as of December 31, 2019, and investment income constituted 48% of the Company’s profit before tax for the year ended December 31, 2019, which are significant to the Company’s financial statements, we identified the assessment of investments accounted for using equity method as a key audit matter as well as the key audit matters, impairment assessment of goodwill and property, plant and equipment, included in Chiu Ho Medical System Group’s financial statements. The key audit matters in relation to Chiu Ho Medical System Group’s financial statements for the year ended December 31, 2019 are stated as follows:

Impairment assessment of goodwill

Description

As of December 31, 2019, Chiu Ho Medical System Group’s goodwill arising from business combination amounted to NT$150,617 thousand. After identifying the smallest cash generating unit which can generate independent cash flows, Chiu Ho Medical System Group used the recoverable amount of each cash generating unit to assess whether goodwill may be impaired. Since the assumptions used by management to assess whether goodwill is impaired involve subjective judgement and have high uncertainty, we consider the impairment assessment of goodwill as a key audit matter.

Refer to Note 4(21) in the consolidated financial statements for the accounting policy on goodwill impairment, Note 5(2) in the consolidated financial statements for uncertainty of accounting estimates and assumptions in relation to goodwill impairment and Note 6(31) in the consolidated financial statements for related details.

~2~

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  • A. Obtained an understanding on how management identifies the objective evidence of goodwill impairment, taking into account certain factors in a consistent manner and ascertained whether management uses reliable information.

  • B. Obtained the report on the valuation of the subsidiary issued by an expert appointed by the management and performed the following:

  • (1) Assessed the independence, objectiveness and competence by reviewing the expert’s qualification.

  • (2) Assessed whether the valuation model is reasonable based on our knowledge of the Chiu Ho Medical System Group’s businesses and industry.

  • (3) Confirmed whether the expert uses the same future cash flows relative to the budget for the next five years provided by the management.

  • (4) Checked whether the comparable assets adopted in appraisal report are consistent with the actual operations.

  • (5) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Impairment assessment of property, plant and equipment

Description

Some of Chiu Ho Medical System Group’s leasing businesses were not as profitable as expected due to fierce competition in the healthcare industry. The Chiu Ho Medical System Group assesses the impairment based on the estimated recoverable amounts of leasing assets (shown as property, plant and equipment) where there is an indication that they are impaired. Given that the calculation of recoverable amounts requires significant accounting estimates relying on subjective judgement and uncertainty, we consider the impairment assessment of leasehold assets using the cash-generating units as a key audit matter.

Refer to Note 4(21) in the consolidated financial statements for the accounting policy on asset impairment and Note 5(2) in the consolidated financial statements for accounting estimates and assumption uncertainty of asset impairment.

~3~

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding on how management identifies the objective evidence of impairment, taking into account certain factors in a consistent manner and ascertained whether the management uses reliable information.

  • B. Obtained the asset appraisal report issued by an expert appointed by the management and performed the following:

  • (1) Assessed the expert’s independence, objectiveness and competence by reviewing the expert’s qualification.

  • (2) Assessed whether the valuation method is widely adopted and appropriate based on our knowledge of the Chiu Ho Medical System Group’s businesses and industry.

  • (3) Confirmed whether the replacement cost, comparative objects and the assets’ use indicated on the appraisal report are consistent with the actual operations.

  • (4) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal controls as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’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 Company 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 Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial

~4~

statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ROC GAAS 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 parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • A. Identify and assess the risks of material misstatement of the parent company only 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 controls.

  • B. Obtain an understanding of internal controls 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 Company’s internal controls.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. 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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

~5~

business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 controls 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 parent company only financial statements for the current period and are therefore the key audit matters. We describe these matters in our report unless the 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.

For and on behalf of PricewaterhouseCoopers, Taiwan March 23, 2020

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~6~

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2)(16)
6(4)(15)
7
7
8
6(2)(16)
6(3)
6(5)
6(19)
8
December31,2019
Amount
%
$
208,236
3
71,369
1
2,998
-
-
-
916
-
289,237
4
1,342
-
5,129
-
50,098
-
629,325
8
-
-
7,356
-
7,076,510
91
975
-
62,074
1
7,000
-
1,188
-
7,155,103
92
$
7,784,428
100
December31,2018 December31,2018
Amount
$
208,236
71,369
2,998
-
916
289,237
1,342
5,129
50,098
629,325
-
7,356
7,076,510
975
62,074
7,000
1,188
7,155,103
$
7,784,428
Amount
$
50,008

53,482

-

3,370

-

541,975

2,576

6,514

-

657,925

492

14,394

7,010,440

1,832

49,516

57,053

1,438

7,135,165
$
7,793,090
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value
through profit or loss - current
1136
Current financial assets at
amortised cost
1180
Accounts receivable - related
parties
1200
Other receivables
1210
Other receivables due from
related parties
1220
Current tax assets
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value
through profit or loss - non-
current
1517
Financial assets at fair value
through other comprehensive
income - non-current
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1840
Deferred tax assets
1980
Other financial assets -
non-current
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
-
1
-
-
-
7
-
-
-
8
-
-
90
-
1
1
-
92
100

(Continued)

~7~

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December31,2019
December31,2018
Notes
Amount
%
Amount
%
6(6)
$
-
-
$
180,000
3
595
-
1,464
-
20,664
-
20,565
-
6(7)(8)
1,232,291
16
929
-
1,253,550
16
202,958
3
6(7)
-
-
1,177,035
15
6(8) and 8
1,368,000
18
1,440,000
18
6(19)
734
-
734
-
1,368,734
18
2,617,769
33
2,622,284
34
2,820,727
36
6(11)
1,416,335
18
1,399,136
18
6(7)(10)(12)
2,981,939
38
2,930,253
38
6(13)
277,548
4
245,206
3
363,621
5
33,211
-
545,509
7
763,134
10
6(3)
(
387,852) (
5 ) (
363,621 ) (
4)
6(11)
(
34,956) (
1) (
34,956) (
1)
5,162,144
66
4,972,363
64
9
$
7,784,428
100
$
7,793,090
100
Current liabilities
2100
Short-term borrowings
2150
Notes payable
2200
Other payables
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred tax liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity
3400
Other equity
3500
Treasury shares
3XXX
Total equity
Significant contingent liabilities
and unrecognised contract
commitments
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~8~

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNTS)

Items 2019
2018
Notes
Amount
%
Amount
%
6(14) and 7
$
503,625
100
$
435,545
100
6(9)(10)(18) and
7
(
99,173 ) (
20) (
101,775 ) (
23)
404,452
80
333,770
77
6(15) and 7
13,790
3
3,986
1
6(2)(16)
14,700
3
(
21,469 ) (
5)
6(17)
(
50,328 ) (
10) (
42,188 ) (
10)
(
21,838 ) (
4) (
59,671 ) (
14)
382,614
76
274,099
63
6(19)
12,558
3
49,323
11
$
395,172
79
$
323,422
74
6(3)
( $
7,038 ) (
2) ($
48,496 ) (
11)
(
1,512 )
-
5,890
1
(
15,713 ) (
3) (
8,676 ) (
2)
40
-
347
-
(
8 )
-
(
2,150 )
-
($
24,231 )(
5) ($
53,085 ) (
12)
$
370,941
74
$
270,337
62
6(20)
$
2.83
$
2.32
$
2.46
$
2.02
4000
Operating revenue
5000
Operating costs
5900
Gross profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax benefit
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8330
Share of other comprehensive income
(loss) of subsidiary, associates and
joint ventures accounted for using the
equity method, components of other
comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Financial statements translation
differences of foreign operations
8380
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using equity method,
components of other comprehensive
income that will be reclassified to
profit or loss
8399
Income tax related to components of
other comprehensive income that will
be reclassified to profit or loss
8300
Other comprehensive loss for the year
8500
Total comprehensive income for the year
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share

The accompanying notes are an integral part of these parent company only financial statements.

~9~

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2018
Balance at January 1, 2018
Effects of retrospective application and
restatement
Balance at January 1 after adjustments
Profit for the year
Other comprehensive loss
Total comprehensive income (loss)
Appropriations of 2017 earnings
Cash dividends
Reversal of special reserve
Compensation cost of employee stock options
Compensation cost of employee stock options of
subsidiaries
Expired employee stock options
Purchase of treasury shares
Balance at December 31, 2018
2019
Balance at January 1, 2019
Profit for the year
Other comprehensive loss
Total comprehensive income (loss)
Appropriations of 2018 earnings
Legal reserve
Special reserve
Cash dividends
Conversion of convertible bonds
Exercise of employee stock options
Compensation cost of employee stock options
Compensation cost of employee stock options of
subsidiaries
Expired employee stock options
Balance at December 31, 2019
Notes Ordinary share Capital R eserves Others RetainedEarnings Unappropriated
retained earnings
O ther EquityInterest
Unrealised gains
(losses) on
available-for-sale
financial assets
($
14,453)
14,453
-
-
-
-
-
-
-
-
-
-

$
-

$
-

-
-
-
-
-
-
-
-
-
-
-
$
-
Treasury shares Totalequity
Share premium
$ 2,830,390
-
2,830,390
-
-
-
-
-
-
-
-
-
$ 2,830,390
$ 2,830,390
-
-
-
-
-
-
22,883
71,363
-
-
-
$ 2,924,636
Treasury share
transactions
Employee share
options
Legal reserve Special reserve Financial
statements
translation
differences of
foreignoperations

($
18,758)
-

(
18,758)
-
(
10,479)
(
10,479)
-
-
-
-
-
-
($
29,237)
($
29,237)
-
(
15,681)
(
15,681)
-
-
-
-
-
-
-
-
($
44,918)
Unrealised gains
(loss) on financial
assets at fair value
through other
comprehensive
income
6(13)
6(10)
6(11)
6(13)
6(7)(11)
6(11)
6(10)
$ 1,399,136
-
1,399,136
-
-
-
-
-
-
-
-
-
$ 1,399,136
$ 1,399,136
-
-
-
-
-
-
7,809
9,390
-
-
-
$ 1,416,335
$
173
-
173
-
-
-
-
-
-
-
-

-
$
173
$
173
-
-
-
-
-
-
-
-

-
-
-

$
173
$
56,776
-
56,776
-
-
-
-
-
1,207
2,030
(
7,372)
-
$
52,641
$
52,641
-
-
-
-
-
-
-

(
47,507)
2,134
3,592
(
1,897)
$
8,963
$
39,677
-
39,677
-
-
-
-
-
-
-
7,372
-
$
47,049
$
47,049
-
-
-
-
-
-
(
779 )
-
-
-
1,897
$
48,167
$
245,206
-
245,206
-
-
-
-
-

-
-
-
-
$
245,206
$
245,206
-
-
-
32,342
-
-
-
-
-
-
-
$
277,548
$
171,995
-
171,995
-
-
-
-

(
138,784)
-
-
-
-
$
33,211
$
33,211
-
-
-
-

330,410

-

-
-
-
-
-
$
363,621
$
203,226

251,607
454,833

323,422
-

323,422

(
153,905)
138,784
-
-
-
-
$
763,134

$
763,134

395,172
-

395,172

(
32,342)
(
330,410)
(
250,045)
-
-
-
-
-
$
545,509
$
-

(
291,778)
(
291,778)
-
(
42,606)
(
42,606)
-
-
-
-
-
-
($
334,384)
($
334,384)
-
(
8,550)
(
8,550)
-
-
-
-
-
-
-
-
($
342,934)
$
-
-

-
-
-

-
-

-
-
-
-
(
34,956 )
($
34,956 )
($
34,956 )
-
-

-
-
-
-

-
-
-
-
-
($
34,956 )
$ 4,913,368
(
25,718)
4,887,650
323,422
(
53,085)
270,337
(
153,905)
-
1,207
2,030
-
(
34,956)
$ 4,972,363
$ 4,972,363
395,172
(
24,231)
370,941
-
-
(
250,045)
29,913
33,246
2,134
3,592
-
$ 5,162,144

Note: The employees’ compensation were $0 and $140, and the directors’ and supervisors’ remuneration were $0 and $5,600 in 2017 and 2018, respectively, which had been deducted from net income for the years.

The accompanying notes are an integral part of these parent company only financial statements.

~10~

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charge

Amortisation expense

Net (gain) loss on financial assets or
liabilities at fair value through profit or
loss

Interest expense

Interest income

Dividend income

Compensation cost of employee stock
options

Share of profit of associates and joint
ventures accounted for using equity
method

Impairment loss on non-financial assets

Amortisation of discount on bonds payable

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit
or loss - current
Accounts receivable - related parties, net
Other receivables
Prepayments
Other non-current assets
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Other payables to related parties
Other current liabilities
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income tax refund (paid)
Net cash flows from (used in) operating
activities
Notes
2019
2018
$
382,614 $
274,099
6(18)
1,150
1,164
6(18)
518
583
6(2)(16)
(
17,403 )
21,586
6(17)
37,971
26,333
6(15)
(
10,887 ) (
3,984 )
6(15)
(
967 )
-
6(10)
2,134
1,207
6(14)
(
389,625 ) (
326,425 )
6(16)
2,595
-
6(17)
12,357
15,855
- (
74,900 )
3,370 (
2,359 )
(
916 )
446
1,385 (
2,310 )
(
268 ) (
109 )
(
869 )
572
- (
31 )
136
12,891
- (
13,560 )
(
109 )
14
23,186 (
68,928 )
9,625
3,232
248,326
3,152
(
38,008 ) (
26,191 )
1,234(
393 )
244,363(
89,128 )

(Continued)

~11~

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost

Decrease (increase) in other receivables due from
related parties
(Increase) decrease in other current assets
Acquisition of investments accounted for using
equity method

Proceeds from capital reduction of investments
accounted for using equity method

Acquisition of property, plant and equipment
Increase in other financial assets - non-current
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans

Repayments of bonds
Proceeds from long-term debt

Repayments of long-term debt

Payment of cash dividends

Exercise of employee stock options
Payments to acquire treasury shares

Net cash flows (used in) from financing
activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2019
2018
6(4)
($
2,998 ) $
-
254,000 (
420,000 )
(
45 )
30,000
7
- (
739,503 )
7
60,000
376,800
(
293 )
-
-(
3,251 )
310,664(
755,954 )
6(22)
(
180,000 )
180,000
- (
320,100 )
6(22)
-
1,440,000
6(22)
- (
765,000 )
6(13)
(
250,045 ) (
153,905 )
33,246
-
6(11)
-(
34,956 )
(
396,799 )
346,039
158,228 (
499,043 )
50,008
549,051
$
208,236$
50,008

The accompanying notes are an integral part of these parent company only financial statements.

~12~

CHC HEALTHCARE GROUP

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANISATION

CHC Healthcare Group (“CHC” or the “Company”) was establihsed in November 2009. The Company was established for the purpose of enhancing the comprehensive performance in Greater China and implementing organisational restructuring with Chiu Ho Medical System Co., Ltd. and other affliates. The Company was listed on the Taiwan Stock Exchange on October 24, 2012. The Company is primarily engaged in investment in various businesses.

2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These parent company only financial statements were authorised for issuance by the Board of Directors on March 23, 2020.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2019 are as follows:

New Standards, Interpretations and Amendments
Amendments to IFRS 9, ‘Prepayment features with negative
compensation’
IFRS 16, ‘Leases’
Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’
Amendments to IAS 28, ‘Long-term interests in associates and joint
ventures’
IFRIC 23, ‘Uncertainty over income tax treatments’
Annual improvements to IFRSs 2015-2017 cycle
Effective date by
International Accounting
Standards Board
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019

Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment. (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as

~13~

follows:

New Standards, Interpretations and Amendments
Amendments to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of
Material’
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark
reform’
Effective date by
International Accounting
Standards Board
January 1, 2020
January 1, 2020
January 1, 2020

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New Standards, Interpretations and Amendments
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 by
International Accounting
Standards Board
To be determined by
International Accounting
Standards Board
January 1, 2021
January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

(2) Basis of preparation

  • A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Financial assets at fair value through other comprehensive income.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain

~14~

critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

(3) Foreign currency translation

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s functional and The Company’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) All foreign exchange gains and losses are presented in the statement of comprehensive income within “other gains or losses”.

  • B. Translation of foreign operations

The operating results and financial position of all the Company entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

  • (c) All resulting exchange differences are recognised in other comprehensive income.

(4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance

~15~

sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (a) Liabilities that are expected to be paid off within the normal operating cycle;

    • (b) Liabilities arising mainly from trading activities;

    • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. 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.

  • (5) Cash equivalents

Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

  • (6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

  • (7) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which The Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, The Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value: The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings. When the equity instruments are derecognised the cumulative gain or loss previously recognised in other comprehensive income is not

~16~

reclassified from equity to profit or loss. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(8) Financial assets at amortised cost

The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

(9) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(10) Impairment of financial assets

For financial assets at amortised cost including accounts receivable that have a significant financing component, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

(11) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(12) Investments accounted for using equity method – subsidiaries

  • A. Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Unrealized gains or losses occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise loss proportionately to its ownership.

  • D. Changes in parent’s ownership interest in subsidiary that do not result in the parent losing

~17~

control of the subsidiaries (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • E. According to “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, profit and other comprehensive income in the parent company only financial statements should be the same as profit and other comprehensive income attributable to shareholders of the parent in the consolidated financial statements, and the equity in the parent company only financial statements should be the same as the equity attributable to shareholders of the parent in the consolidated financial statements.

(13) Property , plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Transportation equipment 5 years Other equipment 2 ~ 5 years

(14) Leasing arrangements (lessee) - right-of-use assets/lease liabilities

Effective 2019

Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

~18~

(15) Leased assets/ operating leases (lessee)

Prior to 2019

Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

(16) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(17) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(18) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(19) Convertible bonds

Convertible bonds issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Company classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:

  • A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.

  • B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on

~19~

bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.

  • C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus-share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.

  • D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.

  • E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus - share options’.

(20) Derecognition of financial liabilities

  • A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

  • (21) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(22) Employee benefits

  • A. Short-term employee benefits

Short - term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

  • B. Pensions

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
~20~

- (23) Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

  • B. The grant date of the share-based payment arrangements is the date that the subscription price and shares are determined.

(24) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an

~21~

intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(25) Treasury share

Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

  • (26) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(27) Revenue recognition

  • A. Investment revenue

The Company recognises share of profit or loss of subsidiaries and associates generated after acquisition in revenue or cost.

  • B. Sales of services

  • (a) The Company provided administrative resources and management services to subsidiaries, and the revenue will have to be recognised based on the stage of completion at the balance sheet date.

  • (b) If the outcome of providing services cannot be estimated reliably, revenue is recognised only to the extent that costs incurred are likely to be recoverable. If the incurred costs are likely to be recovered, revenue is recognised to the extent that costs incurred are likely to be recoverable; if the incurred costs are not likely to be recovered, revenue shall not be recognised, and the incurred costs shall be recognised in expenses.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION

UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets

~22~

and liabilities within the next financial year. The related information is addressed below:

(1) Critical judgements in applying the Company’s accounting policies

Except for the accounting estimations (detailed in (2) below, the management does not make any judgement that significant affect the recognised amounts in parent company only financial statements when applying the Company’s accounting polices.

(2) Critical accounting estimates and assumptions

The Company makes accounting estimates in applying reasonable expectation concerning future events. However, assumptions and estimates may differ from the actual results. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below: Impairment assessment of investments accounted for using equity method

The Company assesses the impairment of an investment accounted for using equity method as soon as there is any indication that it might have been impaired and its carrying amount cannot be recovered. The Company assesses the recoverable amount of an investment accounted for under the equity method based on the present value of the Company’s share of expected future cash flows of the investee, and analyses the reasonableness of related assumptions.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand
Checking accounts and demand deposits
Time deposits
December 31, 2019
$ -
108,236
100,000
$ 208,236
December 31, 2018
$ 3
50,005
-
$ 50,008
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Company classified restricted cash and cash equivalents pledged to others as other current assets and other non-current financial assets. Please refer to Note 8 for details.

(2) Financial assets and liabilities at fair value through profit or loss

Items
Current items:
Financial assets mandatorily measured at fair
value through profit or loss
Listed stocks
Non-hedging derivatives
(Redemption rights to the third domestic
issuance of secured convertible corporate
bonds)
Valuation adjustment
(
December 31, 2019
$ 74,900
284
3,815)
(
$ 71,369
December 31, 2018
$ 74,900
-
21,418)
$ 53,482
~23~

Items December 31, 2019 December 31, 2018

Non-current items:

Financial assets mandatorily measured at fair value through profit or loss

Non-hedging derivatives
(Redemption rights to the third domestic
issuance of secured convertible corporate
bonds)
Valuation adjustment
$ -
-
$-
$ 292
200
$ 492

For the years ended December 31, 2019 and 2018, net gain (loss) on financial assets at fair value through profit or loss was $17,403 and ($21,586), respectively, shown as ‘other gains and losses’.

(3) Financial assets at fair value through other comprehensive income

Items
Non-current items:
Listed stocks
Swissray Global Healthcare Holding Ltd.
Valuation adjustment
(
December 31, 2019
$ 340,215
332,859)
(
$ 7,356
December 31, 2018
$ 340,215
325,821)
$ 14,394
  • A. The Company has elected to classify equity investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $7,356 and $14,394 as at December 31, 2019 and 2018, respectively.

  • B. The Company recognised ($7,038) and ($48,496) in other comprehensive loss for fair value change for the years ended December 31, 2019 and 2018, respectively.

(4) Financial assets at amortised cost

Financial assets at amortised cost
Items
Current items:
Time deposits
December 31, 2019
$ 2,998
December 31, 2018

$-
  • A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
Amounts recognised in profit or loss in relation
below:
to financial assets at amortised cost are liste
Interest income Years ended December 31,
2019
2018
$ 15
$-

2019
$ 15
  • B. The Company’s financial assets at amortised cost are time deposits in banks. Banks that the Company transacted with all have high credit quality.

  • C. As of December 31, 2019, no financial assets at amortised cost held by the Company were pledged to others.

~24~

(5) Investments accounted for using equity method

Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Chiu Ho Scientific Co., Ltd.
Chiu Ho Biotech Co., Ltd.
Shin-Ho Instruments Co., Ltd.
Tong-Lin Instruments Co., Ltd.
Hua Lin Instruments Co., Ltd.
Hsin Lin Biotech Co., Ltd.
E Century Healthcare Corporation
CHC Healthcare (BVI) Limited
December 31, 2019
$ 3,568,853
570,480
142,954
349,687
7,931
486,998
634,486
76,750
814,635
423,736
$ 7,076,510
December 31, 2018
$ 3,395,576
522,515
133,829
378,298
15,068
497,563
696,442
110,487
838,041
422,621
$ 7,010,440

Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements as of and for the year ended December 31, 2019.

(6) Short-term borrowings

Type of borrowings
Bank borrowings
Credit borrowings
Interest rate range
December 31, 2019
$-
-
December 31, 2018
$ 180,000
1.05%~1.13%

For the years ended December 31, 2019 and 2018, the Company has no collateral pledged for shortterm borrowings.

(7) Bonds payable

Bonds payable
Less: Discount on bonds payable

Less: Current portion or exercise of put options
(shown as 'other current liabilities’)
December 31, 2019
$ 1,169,700
( 10,229)
(
1,159,471
( 1,159,471)
$-
December 31, 2018
$ 1,200,000
22,965)
1,177,035
-
$ 1,177,035
  • A. The terms of the second domestic secured convertible bonds issued by the Company are as follows:

  • (a) The Company issued the second domestic secured convertible bonds totalling $1,000,000 with zero coupon rate as approved by the regulatory authority. The bonds mature three years from the issue date (November 10, 2015 ~ November 10, 2018) and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on November 10, 2015.

  • (b) The bondholders have the right to request Taiwan Depository & Clearing Corporation (“TDCC”) through the security dealers for conversion of the bonds into common shares of the Company during the period from the date after one month of the bonds issue to the

~25~

maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • (c) The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price on the issue date is NT$58.8 (in dollars). On December 21, 2015, July 16, 2016, July 16, 2017, and July 15, 2018, the Company adjusted the conversion price per share to NT $58.4, NT $56.2, NT $54.9, and NT $53.1 (in dollars), respectively, according to the rules described above.

  • (d) The bondholders have the right to require the Company to redeem any bonds at the price of the bonds’ face value plus 1% of the face value as interests upon two years from the issue date.

  • (e) The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after one month of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after one months of the bonds issue to 40 days before the maturity date.

  • (f) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (g) On November 10, 2015, the Company signed a corporate bond issuance guarantee agreement with Chinatrust Commercial Bank. Under the terms of the agreement, the Company will periodically submit a financial assurance letter to Chinatrust Commerical Bank, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

  • a. Current ratio must be 120% or higher.

  • b. Debt ratio must equal to or less than 100%.

Further, on August 17, 2018, the Company negotiated with Chinatrust Commercial Bank for the amendment of the guarantee covenants. The Company will periodically submit a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

  • a. Current ratio must be 100% or higher.

  • b. Debt ratio must equal to or less than 150%.

  • c. Interest coverage ratio must be 3 or higher.

  • d. Tangible net assets must be $4,000,000 or higher.

~26~

If the Company fails to meet any of the requirements stated above, Chinatrust Commercial Bank will determine whether there has been a breach of contract.

  • (h) The convertible bonds matured on November 10, 2018, and were redeemed in the amount of $320,100 by cash. The Company transferred the forfeited stock options of $8,835 to capital surplus-forfeited stock options (shown as capital surplus-others).

  • B. The terms of the third domestic secured convertible bonds issued by the Company are as follows:

  • (a) The Company issued the third domestic secured convertible bonds totalling $1,200,000 with zero coupon rate as approved by the regulatory authority. The bonds mature three years from the issue date (November 2, 2017 ~ November 2, 2020) and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on November 2, 2017.

  • (b) The bondholders have the right to request TDCC through the security dealers for conversion of the bonds into common shares of the Company during the period from the date after three month of the bonds issue to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • (c) The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price on the issue date is NT$42 (in dollars). On July 15, 2018 and July 15, 2019, the Company adjusted the conversion price per share to NT$40.6 and NT$38.8 (in dollars), respectively, according to the rules described above.

  • (d) The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after one month of the bonds issue to 40 days before the maturity date.

  • (e) Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (f) On August 17, 2018, the Company signed a corporate bond issuance guarantee agreement with Chinatrust Commercial Bank. Under the terms of the agreement, the Company will periodically submit a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

    • a. Current ratio must be 100% or higher.

    • b. Debt ratio must equal to or less than 150%.

~27~
  - c. Interest coverage ratio must be 3 or higher.

  - d. Tangible net assets must be $4,000,000 or higher.

  - If the Company fails to meet any of the requirements stated above, Chinatrust Commercial Bank will determine whether there has been a breach of contract.
  • (g) As of December 31, 2019, the convertible bonds totalling $30,300 (face value) had been converted into 781 thousand shares of common stock.

  • C. Regarding the third issuance of secured convertible bonds, the equity conversion options amounting to $30,063 were separated from the liability component and were recognised in ‘capital surplus - others’ in accordance with IAS 32 as of December 31, 2019. The call and put options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IAS 39 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rates of the bonds payable after such separation ranged between 0.7362%~0.8489%.

  • D. Information on assets pledged as collateral for corporate bonds is provided in Note 8.

- (8) Long term borrowings

Borrowing
Type of borrowings
period
Repayment term
Bank borrowings
Secured borrowings
2018.11.29~
2023.11.29
The first day of the
repayment of principal is
the day after 24 months
from the initial date of
borrowing. Principal is
payable in 7 installments
semi-annually
Less: Current portion (shown as 'other current liabilities')
(
Interest rate
December 31, 2019
$ 1,440,000
72,000)
$ 1,368,000
1.797%
December 31, 2018
$ 1,440,000
-
$ 1,440,000
1.797%
  • A. In July 2015, the Company, Chiu Ho Medical System Co., Ltd., and Medlink Healthcare Limited signed a syndicated loan agreement in the amount of $3,300,000 with a group of lenders led by First Commercial Bank and agreed to the following terms:

  • (a) Before each credit line expires, the borrower is required to draw down at least 80% of the available credit limit. If this required amount is not fully drawn down, the borrower must pay a fee, equal to 0.15% of the difference between the actual drawdown amount and the required amount, to the agency bank after the expiration of all credit lines. The agency bank will then distribute this fee among the syndicate lenders according to the share of credit risk each lender bears.

  • (b) Loan funds must be used for a specified purpose.

  • (c) The Company will periodically submit a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and

~28~

semi-annual consolidated financial statements as follows:

  • i. Current ratio must be 100% or higher.

  • ii. Debt ratio must equal to or less than 150%.

  • iii. Interest coverage ratio must be 3 or higher.

  • iv. Tangible net assets must be $3,800,000 or higher.

If the Company fails to meet any of the requirements stated above, remedial measures, such as capital increase, must be taken to address the issue before the financial reporting date of the next annual or half-year consolidated financial statements. If the issue is resolved with the remedial measures, it is not considered a breach of contract. However, the Company is required to pay a fee, equal to 0.1% of the unpaid principal balance on the audit date, to the agency bank, who will distribute this fee among the syndicate lenders.

  • The financial ratios derived from the aforementioned consolidated financial statements of the Company are in compliance with the requirements specified in the syndicated loan agreement.

  • (d) The Company’s direct and/or indirect ownership percentage of Chiu Ho Medical System Co., Ltd., Hua Lin Instruments Co., Ltd., Tong-Lin Instruments Co., Ltd., E Century Healthcare Corporation, Chiu Ho Biotech Co., Ltd. and Chiu Ho Scientific Co., Ltd. must be at least 66.67%, and the Company must maintain control over the operations of these subsidiaries. The shares of the aforementioned subsidiaries necessary to maintain the required minimum ownership percentage cannot be pledged or transferred to a third party, nor can they be placed in a trust.

  • (e) The Company’s direct and/or indirect ownership percentage of its investment holding company in Myanmar and Medlink Healthcare Limited must be at least 70%, and the Company must maintain control over the operations of these subsidiaries. The shares of the aforementioned subsidiaries necessary to maintain the required minimum ownership percentage cannot be pledged or transferred to a third party, nor can they be placed in a trust.

  • (f) The Company’s direct and/or indirect ownership percentage of Hsing-Yeh Biotechnology Co., Ltd must be 100%, and the Company must maintain control over the operations of the subsidiary. The shares of the aforementioned subsidiary necessary to maintain the required ownership percentage cannot be pledged or transferred to a third party, nor can they be placed in a trust. However, these restrictions do not apply if Hsing-Yeh Biotechnology Co., Ltd. merges with the Company and is dissolved.

If the Company fails to meet this requirement, First Commercial Bank will determine whether there has been a breach of contract and, if necessary, call a meeting with all the syndicate lenders to discuss the matter.

The financial ratios derived from the aforementioned consolidated financial statements of the Company meet the requirements specified in the syndicated loan agreement.

In July 2017, the Company cancelled an unused credit line of $1,600,000, which was part of the syndicated loan agreement led by First Commercial Bank.

~29~

In November 2018, the Company fully paid in advance the outstanding principal.

  • B In November 2018, the Company and Tomorrow Medical System Co., Ltd. signed a syndicated loan agreement in the amount of $2,440,000 with a group of lenders led by First Commercial Bank and agreed to the following terms:

  • (a) If the actual drawn amount is less than 80% of each available borrowing facility, the difference shall be imposed at a rate of 0.15% as a commitment fee at the end of the limit on borrowing facilities. The commitment fee shall be paid in full to the lead bank within 5 trading days after the end of the limit on borrowing facilities. Subsequently, the lead bank shall pay the commitment fee to syndicated banks based on its committed ratio.

  • (b) Loan funds must be used for a specified purpose.

  • (c) The Company will periodically submit a financial assurance letter to the banks, indicating whether the Company has achieved the required financial ratios based on the annual and semi-annual consolidated financial statements as follows:

    • i. Current ratio must be 100% or higher.

    • ii. Debt ratio must equal to or less than 150%.

    • iii. Interest coverage ratio must be 3 or higher.

    • iv. Tangible net assets must be $4,000,000 or higher.

If the Company fails to meet any of the requirements stated above, remedial measures, such as capital increase, must be taken to address the issue before the financial reporting date of the next annual or half-year consolidated financial statements. If the issue is resolved with the remedial measures, it is not considered a breach of contract. However, the Company is required to pay a fee, equal to 0.1% of the unpaid principal balance on the audit date, to the agency bank, who will distribute this fee among the syndicate lenders.

  • (d) The Company shall directly/ indirectly hold a 100% equity interest in Tomorrow Medical System Co., Ltd., Hsing-Yeh Biotechnology Co., Ltd., Medlink Healthcare Limited and Chiu Ho Medical System Co., Ltd., and directly/indirectly hold at least a 66.67% equity interest in Hua Lin Instruments Co., Ltd., Tong-Lin Instruments Co., Ltd., E Century Healthcare Corporation, Chiu Ho Biotech Co., Ltd. and Chiu Ho Scientific Co., Ltd., respectively, and the Company has control over those companies’ operations. Above equity interests can not be pledged or transferred to the third party in any assumption or method as well as trust.

If the Company fails to meet this requirement, First Commercial Bank will determine whether there has been a breach of contract and, if necessary, call a meeting with all the syndicate lenders to discuss the matter.

  • C. Information on assets pledged as collateral for long-term borrowings is provided in Note 8.

(9) Pensions

  • A. The Company has established a defined contribution pension plan (the “New Plan”) under the
~30~

Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • B. The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2019 and 2018 were $1,893 and $1,853, respectively.

(10) Share-based payment

  • A. As of December 31, 2019, the Company’s share-based payment transactions are as follows:
Type of arrangement
Employee stock options-101
Employee stock options-106
Grant date
2012.8.31
2018.4.13
Quantity granted
(in thousands
of shares)
1,280
738
Contract period
7 years
7 years
Vesting
conditions
Note
Note

Note: After two years from the grant date, employees are allowed to exercise their stock options according to the vesting schedule and proportion specified in the plan.

  • B. Details of the share-based payment arrangements are as follows:
2019
No. of options
(in thousands
Weighted-average
exercise price
Stock options
of shares)
(in dollars)
Options outstanding at
January 1
1,071 $ 34.33
Options granted
-
-
Options forfeited
( 4) 34.81
Options exercised
( 329)
35.41
Options outstanding at
December 31
738
31.90
Options exercisable at
December 31
-
2018
No. of options
(in thousands
Weighted-average
exercise price
of shares)
(in dollars)
333 $ 37.40
738 34.50
- -
-
-
1,071
34.33
333
No. of options
(in thousands
of shares)
333
738
-
-
1,071
333
  • C. For the year ended December 31, 2019, the weighted-average stock price of stock options on exercise dates was NT$43.52 (in dollars). For the year ended December 31, 2018, no stock options were exercised.

  • D. The expiry date and exercise price of stock options outstanding at balance sheet date are as follows:

follows:
Issue date
Expiry
approved
date
2012.8.31
2019.8.30
2018.4.13
2025.4.12
December 31, 2019
No. o f shares
(in thousands
Exercise
price
of shares)
(in dollars)
- $ -
738 31.9
December 31, 2018
No. of shares
(in thousands
Exercise
price
of shares)
(in dollars)
333 $ 36.2
738 33.4

No. of shares
(in thousands
of shares)
333
738
~31~
  • E. The fair value of stock options is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
Relevant information is as follows:
Type of
arrangement
Grant date
Stock price
(in dollars)
Exercise
price
(in dollars)
Expected
price
volatility
Expected
option life
Expected
dividends
Risk-free
interest
rate
Employee stock
options-101
2012.8.31 $ 85.06 $ 44.0 40.44%
5.25 years
0% 1.00%
(Note 1)
(Note 2)
Employee stock
options-106
2018.4.13 $ 34.50 $ 34.5
30.02%
5.25 years
0% 0.75%
Fair value
per unit
(in dollars)

$48.23~
$51.29
$8.46~
$10.91
  • Note 1: Estimated using the market approach with necessary adjustments, the price of the common shares of the Company that have no controlling rights and cannot be traded in the open market was NT$85.06 (in dollars) on the grant date.

  • Note 2: Expected price volatility is estimated based on the historical stock prices of comparable companies.

  • F. Expenses incurred on the Company’s share-based payment transactions are shown below:

Equity-settled Years ended December 31,
2019
2018
$ 2,134
$ 1,207

2019
$ 2,134
  • G. On July 15, 2019 and July 15, 2018, the exercise prices of employee stock options-101 and employee stock options-106 were adjusted to NT$34.6, NT$31.9, NT$36.2 and NT$33.4 (in dollars), respectively, according to the rules of the employee stock option plan. The adjustment of exercise prices had no significant impact on the fair value of the aforementioned stock options.

(11) Share capital

  • A. As of December 31, 2019, the Company’s authorised capital was $2,500,000, consisting of 250 million shares of ordinary stock, and the paid-in capital was $1,416,335 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

  • Movements in the number of the Company’s ordinary shares outstanding are as follows:

At January 1
Employee stock options exercised
Bonds payables converted
Shares retired
At December 31
2019
138,914
939
781
-
(
140,634
(In thousands
of shares)
2018
139,914
-
-
1,000)
138,914
~32~
  • B. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

sury shares
Reason for share reacquisition and
hares are as follows:
movements in the number of the Company’s treasury
Name of company
holding the shares
Reason for
reacquisition
The Company
To be reissued
to employees
December 31, 2019
December 31, 2018
Number of
shares
Carrying
amount
Number of
shares
Carrying
amount

1,000,000 $ 34,956 1,000,000 $ 34,956

Number of
shares

1,000,000
  • (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

(12) Capital surplus

  • A. Pursuant to Paragraph 4, Article 30 of the Business Mergers and Acquisitions Act, if a company becomes a wholly-owned subsidiary of another company through a share exchange, its undistributed earnings become part of the capital surplus of the acquiring company (parent company). Therefore, if the increase in the investment holding company’s capital surplus is from the undistributed earnings of the subsidiary before the share exchange, this amount can be distributed as cash dividends or capitalised. Moreover, the proportion that can be capitalised is not subject to the restrictions set forth in Article 8 of the Securities and Exchange Act Enforcement Rules. In addition, according to Tai-Cai-Rong-Yi-Zi No. 0910016280, such increase in capital surplus was not generated by the holding company’s business operations and thus will not affect the remuneration of directors and supervisors and bonuses of employees. As of December 31, 2019, capital surplus that is attributable to the undistributed earnings of Chiu Ho Medical System Co., Ltd. and other associates before share exchanges amounted to $44,390.

  • B. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • C. Please refer to Note 6(10) for information on capital surplus - employee stock options.

~33~

(13) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve unless legal reserve equals the authorised share capital. Special reserve is then appropriated or reversed in accordance with related regulations. At least 50% of the remainder, if any, and accumulated undistributed earnings from prior years is distributable under the stockholders’ resolution at their meeting as proposed by the Board of Directors.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • D. The proposal on 2018 and 2017 earnings appropriation which were resolved at the shareholders’ meeting on June 12, 2019 and June 11, 2018, respectively, are as follows:

Legal reserve
Special reserve
Reversal of special
reserve
Cash dividends
Years ended December 31,
2018
2017
Dividends per
Dividends per
Amount
share (in dollars)
Amount
share (in dollars)
$ 32,342
$ -
330,410
-
-
( 138,784)
250,045
$ 1.8 153,905
$ 1.1
$ 612,797
$ 15,121
Years ended December 31,
2018
2017
Dividends per
Dividends per
Amount
share (in dollars)
Amount
share (in dollars)
$ 32,342
$ -
330,410
-
-
( 138,784)
250,045
$ 1.8 153,905
$ 1.1
$ 612,797
$ 15,121

2018
Dividends per
Amount
share (in dollars)
$ 32,342
330,410
-
250,045
$ 1.8
$ 612,797
Amount
$ 32,342
330,410
-
250,045
$ 612,797
Amount
$ -
-
( 138,784)
153,905
$ 15,121

The aforementioned earnings appropriations for the years ended December 31, 2018 and 2017 were in agreement with the amounts resolved by the Board of Directors during its meetings held on March 22, 2019 and March 21, 2018, respectively, and the ex-dividend dates resolved in the same meetings were July 15, 2019 and July 15, 2018, respectively. For more information on the aforementioned earnings appropriations proposed by the Board of Directors and resolved by the shareholders, please go to the Market Observation Post System website maintained by the Taiwan Stock Exchange.

~34~
  • E. The appropriations for 2019 as resolved by the Board of Directors on March 23, 2020 are as follows:
follows:
Legal reserve
Special reserve
Cash dividends
Year ended December 31, 2019
Dividends per
Amount
share (in dollars)
$ 39,517
24,231
281,267
$ 2
$ 345,015

Amount
$ 39,517
24,231
281,267
$ 345,015
  • F. For the information relating to employees’ compensation and directors’ and supervisors’ remuneration, please refer to Note 6(17).

(14) Operating revenue

Operating revenue
Years ended December 31,
2019 2018
Investment revenue $ 389,625
$ 326,425
Revenue from customer contracts
Timing of revenue recognition-over time
- internal customers - management service
revenue 114,000 109,120
$ 503,625 $ 435,545
Other income
Years ended December 31,
2019 2018
Interest income:
Interest income from bank deposits $ 92 $ 409
Interest income from financial assets measured at
amortised cost 15 -
Other interest income 10,780 3,575
Dividend income 967 -
Other income 1,936 2
$ 13,790 $ 3,986
Other gains and losses
Years ended December 31,
2019 2018
Foreign exchange (losses) gains ($ 103) $ 117
Net gains (losses) on financial assets and
liabilities at fair value through profit or loss 17,403 ( 21,586)
Impairment of investments accounted for using
equity method ( 2,595) -
Other loss ( 5)
-
$ 14,700 ($ 21,469)

(15) Other income

(16) Other gains and losses

~35~

(17) Finance costs

Finance costs
Interest expense
Bank borrowings
Convertible bonds
Others
Years ended December 31,
2019
2018
$ 28,034
$ 14,437
12,357
15,855
9,937
11,896
$ 50,328
$ 42,188

2019
$ 28,034
12,357
9,937
$ 50,328

(18) Expenses by nature

Expenses by nature
Employee benefit expense
Wages and salaries
Employee stock options
Labour and health insurance fees
Pension costs
Directors’ remuneration
Other personnel expenses
Depreciation charge
Amortisation expense
Years ended December 31,
2019
2018
Operating
Cost
Operating
Expense
Operating
Cost
Operating
Expense
$ 59,930 $ - $ 59,120 $ -
2,134
-
1,207
-
3,833
-
3,839
-
1,893
-
1,853
-
6,195
-
6,273
-
1,640
-
1,496
-
1,150
-
1,164
-
518
-
583
-
$ 77,293
$-
$ 75,535
$-

2019
Operating
Cost
Operating
Expense
$ 59,930 $ -
2,134
-
3,833
-
1,893
-
6,195
-
1,640
-
1,150
-
518
-
$ 77,293
$-
Operating
Cost
$ 59,930
2,134
3,833
1,893
6,195
1,640
1,150
518
$ 77,293
Operating
Cost
$ 59,120
1,207
3,839
1,853
6,273
1,496
1,164
583
$ 75,535
  • A. As of December 31, 2019 and 2018, the Company had 47 and 49 employees, excluding 5 and 5 directors, respectively.

  • B. A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information:

  • (a) Average employee benefit expense in current year was $1,653 ((Total employee benefit expense in current year–Total directors’ compensation in current year)/(Number of employees in current year–Number of non-employee directors in current year)). Average employee benefit expense in previous year was $1,534 ((Total employee benefit expense in previous year–Total directors’ compensation in previous year)/ (Number of employees in previous year – Number of non-employee directors in previous year)).

  • (b) Average employee salaries in current year was $1,478 (Total employee salaries in current year / (Number of employees in current year - Number of non-employee directors in current year)).

    • Average employee salaries in previous year was $1,371 (Total employee salaries in previous year / (Number of employees in previous year - Number of non-employee directors in previous year)).
  • (c) Adjustments of average employee salaries was 7.8% ((Average employee salaries in current year- Average employee salaries in previous year)/ Average employee salaries in previous

~36~

year).

  • C. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year (i.e. profit before tax less profit margin before the appropriation of employees’ compensation and directors’ and supervisors’ remuneration), after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 0.05% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration.

  • The aforementioned employees’ compensation and directors’ and supervisors’ remuneration requires the approval from the majority of the directors attending a board meeting, with more than two thirds of all directors in attendance, and must be reported to the shareholders. Employees’ compensation is distributed in the form of shares or cash, and the recipients may include employees of affiliates who meet certain conditions. The distribution plan is set by the Chairman.

  • D. For the years ended December 31, 2019 and 2018, employees’ compensation was accrued at $195 and $140, respectively; directors’ and supervisors’ remuneration was accrued at $5,600 for both years. The aforementioned amounts were recognised in salary expenses.

  • Employees’ compensation of $140 and directors’ and supervisors’ remuneration of $5,600 for 2018 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2018 financial statements.

  • Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved at the meeting of Board of Directors and approved by shareholders at their meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(19) Income tax

  • A. Income tax benefit

  • (a) Components of income tax benefit:

tax
me tax benefit
Components of income tax benefit:
Years ended December 31,
2019 2018
Current tax
Current tax on profits for the year $ - $ -
Prior year income tax overestimation - -
Total current tax - -
Deferred tax
Origination and reversal of temporary
differences ( 12,558) ( 49,419)
Impact of change in tax rate - 96
Income tax benefit ($ 12,558)
($ 49,323)
~37~

(b) Reconciliation between income tax benefit and accounting profit

Years ended December 31,
2019 2018
Tax calculated based on profit before
tax and statutory tax rate $ 76,522 $ 54,820
Expenses disallowed by tax regulation 4,868 8,046
Tax exempt income by tax regulation ( 78,039) ( 59,527)
Temporary differences not recognised
as deferred tax assets - ( 5,758)
Taxable loss not recognised as deferred
tax assets - 630
Change in assessment of realisation of
deferred tax assets ( 15,909) ( 47,630)
Impact of change in tax rate - 96
Income tax benefit ($ 12,558)
($ 49,323)
  • (c) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
is as follows:
Currency translation differences Years ended December 31,
2019
2018
$-
($ 2,091)

2019
$-
(
  • B. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
losses are as follows:
- Deferred tax assets:
Temporary differences
Unrealised exchange loss
Unused compensated absences
Currency translation
differences
Taxable loss
- Deferred tax liabilities:
Temporary differences
Effects of business
combination
(
Year ended December 31, 2019
December 31
$ 68
48
-
61,958
62,074
734)
$ 61,340

January 1
Recognised
in profit
or loss
$ 47
$ 21
55 ( 7)
-
-
49,414
12,544
49,516
12,558
734)
-
$ 48,782
$ 12,558

Recognised
in other
comprehensive
income
$ -
-
-
-
-
-
(
$-
~38~
- Deferred tax assets:
Temporary differences
Unrealised exchange loss
Unused compensated absences
Currency translation
differences
Taxable loss
- Deferred tax liabilities:
Temporary differences
Effects of business
combination
(
Year ended December 31, 2018

January 1
Recognised
in profit
or loss
Recognised
in other
comprehensive
income
$ 63 ($ 16)
$ -
18
37
-
2,091
-
( 2,091)
-
49,414
-
2,172
49,435
( 2,091)
625)
( 109)
-
$ 1,547
$ 49,326
($ 2,091)
  • C. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
as follows:
December 31, 2019
Expiry year

2028

Year incurred
2018

Amount filed/assessed
$ 309,790

Unused amount
$ 309,790

Unrecognised
deferred tax assets
$ -

December 31, 2018 Unrecognised Year incurred Amount filed/assessed Unused amount deferred tax assets Expiry year 2018 $ 247,071 $ 247,071 $ - 2028

  • D. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
Deductible temporary differences December 31, 2019
$ 82,286
December 31, 2018
$ 83,505
  • E. The Company’s income tax returns through 2017 have been assessed and approved by the Tax Authority.

  • F. Under the amendments to the Income Tax Act which was promulgated by the President of the Republic of China on February 7, 2018, the Company’s applicable income tax rate was raised from 17% to 20% effective from January 1, 2018. The Company has assessed the impact of the change in income tax rate.

~39~

(20) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options (Note)
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
Year ended December 31, 2019
Amount
Weighted average
number of ordinary
shares outstanding
Earnings
per share
after tax
(shares in thousands)
(in dollars)
$ 395,172
139,707
$ 2.83
$ 395,172 139,707
- 401
- 6
22,728
29,769
$ 417,900
169,883
$ 2.46
Year ended December 31, 2018

Amount
after tax
$ 323,422
$ 323,422
-
-
27,919
$ 351,341

Weighted average
number of ordinary
shares outstanding
(shares in thousands)

139,651
139,651
-
5

34,679

174,335

Earnings
per share
(in dollars)
$ 2.32
$ 2.02

Note: Not included due to antidilutive effect.

Because employees’ compensation may be distributed in the form of shares, the calculation of

~40~

diluted earnings per share assumes that employees’ compensation would be distributed entirely in shares. These dilutive potential common shares are included in the weighted average number of outstanding shares when calculating diluted earnings per share. When calculating basic earnings per share, shares issued as part of employees’ compensation are included in the weighted average number of outstanding shares only if the number of such shares have been confirmed and resolved by the shareholders. Shares issued as part of employees’ compensation are not considered bonus shares, therefore no retrospective adjustment is applied when calculating basic and diluted earnings per share.

(21) Supplemental cash flow information

Information on financing activities with no cash flow effects is provided in Note 6(7).

(22) Changes in liabilities from financing activities

January 1, 2019
Changes in cash flow from financing
activities
(
December 31, 2019
January 1, 2018
Changes in cash flow from financing
activities
December 31, 2018
Short-term
borrowings
$ 180,000
180,000)
$-
Short-term
borrowings
$ -
180,000
$ 180,000
Long-term
borrowings
$ 1,440,000
-
(
$ 1,440,000
Long-term
borrowings
$ 765,000
675,000
$ 1,440,000
Total liabilities
from financing
activities
$ 1,620,000
180,000)
$ 1,440,000
Total liabilities
from financing
activities
$ 765,000
855,000
$ 1,620,000

7. RELATED PARTY TRANSACTIONS

(1) Parent and ultimate controlling party

The Company’s stocks are held by the public, so it has neither an ultimate parent company nor ultimate controlling party.

(2) Names of related parties and relationship

Names of related parties
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Chiu Ho Scientific Co., Ltd. (Note 2)
Chiu Ho Biotech Co., Ltd.
Ho-Shin Instruments Co., Ltd. (Note 2)
Shin-Ho Instruments Co., Ltd.
Tong-Lin Instruments Co., Ltd.
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
~41~
Names of related parties
Hua Lin Instruments Co., Ltd.
Hsin Lin Biotech Co., Ltd.
E Century Healthcare Corporation
J. Ab Beauty Co., Ltd. (Note 1)
CHC Healthcare (BVI) Limited
Medlink Healthcare Limited
Hsing-Yeh Biotechnology Co., Ltd.
SenCare Healthcare Company
CHC Healthcare (HK) Limited
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
  • Note 1: The shareholders resolved to dissolve the Company’s subsidiary, J. Ab Beauty Co., Ltd., at their meeting on April 20, 2018. Consequently, the Company no longer controls J. Ab Beauty Co., Ltd. thereafter. The liquidation of J. Ab Beauty Co., Ltd. was completed on July 23, 2019.

  • Note 2: The Company’s subsidiary, Ho-Shin Instruments Co., Ltd., was merged into Chiu Ho Scientific Co., Ltd. on December 12, 2018, with Chiu Ho Scientific Co., Ltd. as the surviving company. Under the merger, the Company held a 100% equity interest in Chiu Ho Scientific Co., Ltd. As this merger was made in line with the group restructuring, there is no significant impact to the parent company’s shareholder’s equity.

(3) Significant transactions and balances with related parties

A. Management service revenues (shown as ' Operating revenue ')

Sales of services
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Hua Lin Instruments Co., Ltd.
E Century Healthcare Corporation
Hsing-Yeh Biotechnology Co., Ltd.
Others
Years ended December 31,
2019
2018
$ 44,640
$ 39,600
16,080
12,360
11,160
11,880
12,720
13,320
10,200
12,720
19,200
19,240
$ 114,000
$ 109,120
Years ended December 31,
2019
2018
$ 44,640
$ 39,600
16,080
12,360
11,160
11,880
12,720
13,320
10,200
12,720
19,200
19,240
$ 114,000
$ 109,120

2019
$ 44,640
16,080
11,160
12,720
10,200
19,200
$ 114,000

Management service revenue pertains to revenue arising from administrative resources, technical consultation on medical practices and management services rendered by the Company to related parties and the prices and payment terms are decided by both parties.

~42~

B. Rent expenses (shown as ' Operating costs ')

Rent expenses (shown as'Operating costs')
Lease objects
Lessors
Leasing period
Land and
Buildings
Chiu Ho Medical
System Co., Ltd.
2019.1.1~2019.12.31
Chiu Ho Scientific
Co., Ltd.
2018.1.1~2018.12.31
Years ended December 31,
2019
2018
$ 840 $ 1,080
480
390
$ 1,320
$ 1,470

2019
$ 840
480
$ 1,320

The Company paid rent monthly.

C. Accounts receivable from related parties

Accounts receivable
Chiu Ho Medical System Co., Ltd.
December 31, 2019
$-
December 31, 2018
$ 3,370
  • (a) The Company’s accounts receivable were neither past due nor impaired so the counterparties of the Company’s accounts receivable has good credit quality.

  • (b) As of December 31, 2019 and 2018, financial assets were not past due.

  • (c) As of December 31, 2019 and 2018, the maximum exposure to credit risk of accounts receivable is the carrying amount.

D. Other receivables due from related parties

Loans to related parties

Tomorrow Medical System Co., Ltd.
Chiu Ho Medical System Co., Ltd.
Others
December 31, 2019
$ 191,874
-
96,994
$ 288,868
December 31, 2018
$ 301,189
180,059
60,358
$ 541,606

Interest income

Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Chiu Ho Scientific Co., Ltd.
Others
Years ended December 31,
2019
2018
$ 3,597
$ 59
5,641
2,292
656
233
886
991
$ 10,780
$ 3,575

The loans lent to subsidiaries are repayable within 1 year and the interest rate is at 2% per annum for both years ended December 31, 2019 and 2018.

~43~

E. Others

(a) Capital increase of subsidiaries

Year ended December 31, 2018

Company name
Chiu Ho Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
CHC Healthcare
(BVI) Limited
Capital
increase price
per share
(in dollars)
$ 10
10
415,127
Total
transaction
amount
$ 637,500
31,431
70,572
$ 739,503
Percentage of
ownership before
capital increase
Percentage of
ownership after
capital increase
100% 100%
100% 100%
100% 100%

For the year ended December 31, 2019, the Company had no additional investment in subsidiaries.

(b) Proceeds from capital reduction of subsidiaries

Company name
Chiu Ho Scientific Co.,
Ltd.
Chiu Ho Biotech Co.,
Ltd.
Hua Lin Instruments Co.,
Ltd.
Hsin Lin Biotech Co.,
Ltd.
E Century Healthcare
Corporation
Year ended December 31, 2019
Percentage
of capital
reduction
Total
transaction
amount
- $ -
10.81%
40,000

-
-
20%
20,000
-
-
$ 60,000
Year ended December 31, 2018
Percentage
of capital
reduction
Total
transaction
amount
40.32% $ 50,000
11.90% 50,000
20.11% 140,000
- -

14.89% 105,000
$ 345,000

Percentage
of capital
reduction
-
10.81%

-
20%
-

Percentage
of capital
reduction
40.32%
11.90%
20.11%
-

14.89%

F. Endorsements and guarantees provided to related parties

  • (a) As of December 31, 2019 and 2018, the balances of financial guarantees provided by the Company to other subsidiaries as collateral for bank borrowings are as follows.
Chiu Ho Medical System Co., Ltd.
Tomorrow Medical System Co., Ltd.
Others
December 31, 2019
$ 1,792,000
1,520,000
351,980
$ 3,663,980
December 31, 2018
$ 1,917,145
1,460,000
457,099
$ 3,834,244
  • (b) As of December 31, 2019 and 2018, the Company and its subsidiary, Tomorrow Medical System Co., Ltd., signed a syndicated loan agreement with First Commercial Bank, and the total syndicated loan amounted to $2,440,000. This syndicated loan is jointly guaranteed by
~44~

the Company and the Company’s chairman, Mr. Pei-Lin Lee, and pledged the land and buildings of the subsidiary, Hsing-Yeh Biotechnology Co., Ltd., as collateral.

(4) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Share-based payments
Years ended December 31,
2019
2018
$ 32,001
$ 31,696
216
279
607
343
$ 32,824
$ 32,318

2019
$ 32,001
216
607
$ 32,824

8. PLEDGED ASSETS

The Company’s assets pledged as collateral are as follows:

Asssets
Time deposits (shown as ‘other current
assets’)
Time deposits (shown as ‘other financial
assets-non-current’)
Reserve account (shown as ‘other financial
assets-non-current’)
Book value
December 31, 2018
$ -
50,053
7,000
$ 57,053
Purpose
Performance guarantee
Performance guarantee
Collateral for long-term
borrowings
December 31, 2019
$ 50,098
-

7,000
$ 57,098

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

Except for significant commitment and guarantees and endorsements provided to related parties described in Notes 6(7)(8) and 7(3)F, the Company has no other significant commitments and contingencies.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

None.

12. OTHERS

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

~45~

(2) Financial instruments

A. Financial instruments by category:

Financial assets
Financial assets at fair value through profit
or loss
Financial assets mandatorily measured at
fair value through profit or loss
Financial assets at fair value through other
comprehensive income
Designation of equity instrument
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
Accounts receivable (including related
parties)
Other receivables (including related
parties)
Other financial assets
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Notes payable
Other payables (including related parties)
Bonds payable (including current
portion)
Long-term borrowings (including current
portion)
December 31, 2019
$ 71,369
$ 7,356
$ 208,236
2,998
-
290,153
57,490
$ 558,877
$ -
595
20,664
1,159,471
1,440,000
$ 2,620,730
December 31, 2018
$ 53,974
$ 14,394
$ 50,008
-
3,370
541,975
57,445
$ 652,798
$ 180,000
1,464
20,565
1,177,035
1,440,000
$ 2,819,064

B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks, including market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.

  • (b) Risk management is carried out by the Company treasury department under policies approved by the Board of Directors. The Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as credit risk.

~46~
  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

    • Foreign exchange risk

    • i. The Company conducts business worldwide and imports state-of-the-art medical equipment and supplies from various countries and is therefore exposed to foreign exchange rate risk from multiple foreign currencies, primarily the US dollar. Foreign exchange rate risk arises from net investments in foreign operations.

    • ii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary
items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary
items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary
items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary
items
USD:NTD
December 31, 2019
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$ 119 29.98 $ 3,568
14,134 29.98 423,736
December 31, 2018
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$ 124 30.72 $ 3,809
13,757 30.72 422,621
December 31, 2019
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$ 119 29.98 $ 3,568
14,134 29.98 423,736
December 31, 2018
Foreign
currency
amount
Exchange
Book value
(in thousands)
rate
(NTD)
$ 124 30.72 $ 3,809
13,757 30.72 422,621
Year ended December 31, 2019
Sensitivity analysis
Effect on
Extent of
profit
variation
or loss

1%
$ 36

Year ended December 31, 2018
Sensitivity analysis
Effect on
Extent of
profit
variation
or loss
1%
$ 38

Foreign
currency
amount
(in thousands)
$ 124
13,757

Exchange
rate
30.72
30.72

Extent of
variation
1%





  • iii. The total exchange gain (loss), including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2019 and 2018, amounted to ($103) and $117, respectively.

Price risk

  • i. The Company is exposed to equity price risk from its investments classified on the consolidated balance sheet either as financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive
~47~

income. The Company is not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Company has set stop-loss points and therefore does not expect to incur significant losses from equity price risk.

  • ii. The Company’s investments in equity securities comprise domestic and foreign listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2019 and 2018 would have increased/decreased by $7,137 and $5,348, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $736 and $1,439, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.

Cash flow and fair value interest rate risk

  • i. The Company’s interest rate risk arises from long-term borrowings. Long-term borrowings issued at variable rates expose the Company to cash flow interest rate risk, which is partially offset by cash and cash equivalents held at variable rates. The Company’s borrowings at variable rates are primarily denominated in NTD.

  • ii. If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit, net of tax for the year ended December 31, 2019 and 2018 would have decreased/increased by $14,400 and $14,400, respectively. The main factor is that changes in interest expense result from floating rate borrowings.

(b) Credit risk

  • i. The Company provides endorsements and guarantees based on the Company policies and procedures on endorsements and guarantees, either to subsidiaries. No collateral is requested for the endorsements and guarantees as the Company can control the credit risk of the subsidiary. The maximum credit risk is the guaranteed amount.

  • ii. All of the Company’s accounts receivable are from its subsidiaries, no loss allowance for accounts receivable was recognised by the Company.

  • iii. On December 31, 2019 and 2018, the provision matrix is as follows:

December 31, 2019
Not past due
December 31, 2018
Not past due
Expected loss rate
0%
Expected loss rate
0%
Total book value
$-
Total book value
$ 3,370
Loss allowance
$-
Loss allowance
$-

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the
~48~

Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.

  • ii. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the expected or contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

December 31, 2019
Notes payable
Other payables (including related
parties)
Bonds payable and embedded
derivative instruments
Long-term borrowings (including
current portion)
Less than
1 year
$ 595
20,450
1,159,471
97,629
Between 1
and 2 years
$ -
-
-
167,395
Between 2
and 5 years
$ -
-
-
1,261,752

Non-derivative financial liabilities:

December 31, 2018
Short-term borrowings
Notes payable
Other payables (including related
parties)
Bonds payable and embedded
derivative instruments
Long-term borrowings (including
current portion)
Less than
1 year
$ 180,037
1,464
20,315
-
25,735
Between 1
and 2 years
$ -
-
-
1,177,035
97,416
Between 2
and 5 years
$ -
-
-
-
1,429,147

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.

  • B. The carrying amount of a financial instrument not measured at fair value is a reasonable approximation of its fair value. Such financial instruments include cash and cash equivalents,

~49~

accounts receivable (including those from related parties), other receivables (including those from related parties), other financial assets, short-term borrowings, notes payable, other payables, long-term borrowings (including the portion due within one year or one business cycle) and bonds payable (including the portion due within one year or one business cycle).

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

  • (a) The related information of the nature of the assets and liabilities is as follows:

December 31, 2019
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit or loss
Equity securities
Derivative instruments
Financial assets at fair value
through other comprehensive
income
Equity securities
December 31, 2018
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit or loss
Equity securities
Derivative instruments
Financial assets at fair value
through other comprehensive
income
Equity securities
Level 1
$ 71,299
-
7,356
$ 78,655
Level 1
$ 53,482
-
14,394
$ 67,876
Level 2
$ -
-
-
$-
Level 2
$ -
-
-
$-
Level 3
$ -
70
-
$ 70
Level 3
$ -
492
-
$ 492
Total
$ 71,299
70
7,356
$ 78,725
Total
$ 53,482
492
14,394
$ 68,368
  • (b) The methods and assumptions the Company used to measure fair value are as follows:

    • i. Listed stocks are instruments whose fair values are measured using quoted market prices (that is, Level 1). The quoted market prices used for these stocks are the closing prices on the balance sheet date.

    • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • D. For the years ended December 31, 2019 and 2018, there was no transfer between Level 1 and Level 2.

~50~
  • E. The following chart is the movement of Level 3 for the years ended December 31, 2019 and 2018.
At January 1
Gains and losses recognised in other
comprehensive income
(
At December 31
Derivative financial instruments
2019
2018
$ 492
$ 660
422)
( 168)
$ 70
$ 492
2019
$ 492
422)
(
$ 70
  • F. For the years ended December 31, 2019 and 2018, there was no transfer into or out from Level 3.

  • G. Financial accounting department is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions and performing reviews regularly.

  • H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Hybrid
instrument:
Convertible
bond
Hybrid
instrument:
Convertible
bond
Fair value at
December 31, 2019
$ 70
Fair value at
December 31, 2018
$ 492
Valuation
technique
Binomial
Model
Valuation
technique
Binomial
Model
Significant
unobservable
input
Volatility
Discount rate
Significant
unobservable
input
Volatility
Discount rate
Range
(weighted
average)
25.71%
0.7383%
Range
(weighted
average)
23.27%
0.7839%
Relationship of
inputs to
fair value
The higher the
volatility, the higher
the fair value; The
higher the discount
rate, the lower the
fair value
Relationship of
inputs to
fair value
The higher the
volatility, the higher
the fair value; The
higher the discount
rate, the lower the
fair value
  • I. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. For financial assets and financial liabilities classified as Level 3, an increase or decrease in their valuation parameter by 1% would have no material impact on gain or loss and
~51~

other comprehensive income as at December 31, 2019 and 2018.

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(2)(7), and 12(3).

  • J. Significant inter-company transactions during the reporting periods: None exceeds 100 million.

(2) Information on investees

  • Information of investee companies (not including investees in Mainland China) Please refer to table 6.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Limits on investments in Mainland China: Please refer to table 7.

  • C. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None exceeds 100 million.

14. SEGMENT INFORMATION

  • None.
~52~

Table 1

CHC Healthcare Group

Loans to others

For the year ended December 31, 2019

Expressed in thousands of NTD (Except as otherwise indicated)

No.
(Note 1)
Creditor Borrower General ledger
account
Is a
related
party
Maximum
outstanding
balance during the
year ended
December 31,
2019
Balance at
December 31,
2019
Actual amount
drawn down
Interest
rate
Nature of loan Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a
single party
(Note 2)
Ceiling on total
loans granted
(Note 3)
Footnote
Item Value
0
0
0
0
0
0
0
0
0
0
1
2
4
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Chiu Ho Scientific
Co., Ltd.
Hsing-Yeh
Biotechnology Co.,
Ltd.
CHC Healthcare
(HK) Limited
Chiu Ho Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
Tong-Lin
Instruments Co.,
Ltd.
Hua Lin Instruments
Co., Ltd.
E Century
Healthcare
Corporation
Tomorrow Medical
System Co., Ltd.
Chiu Ho Biotech
Co., Ltd.
Medlink Healthcare
Limited
Hsing-Yeh
Biotechnology Co.,
Ltd.
Chiu Ho (CHINA)
Medical Technology
Co., Ltd.
High-End Vision
Eye Center
Yeezen General
Hospital
Chiu Ho (CHINA)
Medical Technology
Co., Ltd.
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
480,000
$ 100,000
60,000
15,000
20,000
490,000
10,000
100,000
80,000
31,600
5,000
177,000
7,900
130,000
$ 80,000
-
-
-
390,000
-
50,000
50,000
-
4,500
174,000
-
878,500
$
-
$ 30,000
-
-
-
190,000
-
31,000
35,000
-
4,500
174,000
-
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2.5%
2.5%
2%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Business
transaction
Business
transaction
Short-term
financing
-
$ -
-
-
-
-
-
-
-
-
5,760
225,403
-
Operation
Operation
Operation
Operation
Operation
Operation
Operation
Operation
Operation
Operation
-
-
Operation
-
$ -
-
-
-
-
-
-
-
-
-
-
-
None
None
None
None
None
None
None
None
None
None
None
None
None
-
$ -
-
-
-
-
-
-
-
-
-
-
-
516,214
$ 516,214
516,214
516,214
516,214
516,214
516,214
516,214
516,214
516,214
5,760
200,533
7,944
2,064,857
$ 2,064,857
2,064,857
2,064,857
2,064,857
2,064,857
2,064,857
2,064,857
2,064,857
2,064,857
57,181
401,067
15,889
464,500
$

Table 1, Page 1

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: (1) In accordance with the Company's lending policies and procedures, the credit limit for each type of borrower is set as follows:

  • A. For borrowers with which the Company has a business relationship, the individual loan amount cannot exceed the total transaction amount with the Company in the most recent year.

  • B. For borrowers with short-term financing needs, the individual loan amount cannot exceend 10% of the Company's net assets according to the most recent financial statements.

  • (2) In accordance with the lending policies and procedures of the Company's subsidiary, the credit limit for each type of borrower is set as follows:

  • A. For borrowers with which the subsidiary has a business relationship, the individual loan amount cannot exceed the total transaction amount with the subsidiary in the most recent year.

  • B. The total loan amount granted to a single party cannot exceed 20% of the subsidiary's net assets according to the most recent financial statements.

  • Note 3: (1) Limit on total loans granted by the Company: Total loan amount cannot exceed 40% of the Company's net assets according to the most recent financial statements.

  • (2) Limit on total loans granted by the Company's subsidiary: Total loan amount cannot exceed 40% of the subsidiary's net assets according to the most recent financial statements.

Table 1, Page 2

CHC Healthcare Group

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

Provision of endorsements and guarantees to others

For the year ended December 31, 2019

No.
(Note1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December31,2019
Outstanding
endorsement/
guarantee
amount at
December31,2019
Actual amount
drawndown
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note4)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 5)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
(Note 5)
Provision of
endorsements/
guarantees to
the party in
Mainland
China
(Note 5)
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note2)
0
0
0
0
0
0
1
1
2
The Company
The Company
The Company
The Company
The Company
The Company
Hsing-Yeh
Biotechnology
Co., Ltd.
Hsing-Yeh
Biotechnology
Co., Ltd.
Chiu Ho
(CHINA)
Medical
Technology Co.,
Ltd.
Chiu Ho Medical
System Co., Ltd.
Tomorrow Medical
System Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
E Century Healthcare
Corporation
Guangzhou Chiuho
Medical System Co.,
Ltd.
Medlink Healthcare
Limited
The Company
Tomorrow Medical
System Co., Ltd.
Guangzhou Chiuho
Medical System
Co., Ltd.
2
2
2
2
2
2
3
4
4
10,324,288
$ 10,324,288
10,324,288
10,324,288
10,324,288
10,324,288
2,005,335
2,005,335
250,319
1,922,000
$ 1,520,000
335,905
57,000
101,354
50,000
828,236
575,164
43,500
1,792,000
$ 1,520,000
294,980
57,000
-
-
828,236
575,164
43,050
5,110,430
$
434,950
$ 682,550
31,051
28,037
-
-
828,236
299,085
-
2,303,909
$
-
$ -
-
-
-
-
828,236
575,164
-
34.71%
29.45%
5.71%
1.10%
0.00%
0.00%
82.60%
57.36%
34.40%
15,486,432
$ 15,486,432
15,486,432
15,486,432
15,486,432
15,486,432
3,008,002
3,008,002
375,478
$
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N
Y
N
N
N
Y
1,403,400
$

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

(1) The Company is ‘0’.

(2) The subsidiaries are numbered in order starting from ‘1’.

Table 2, Page 1

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.

  • Note 3: (1) In accordance with the Company's policies and procedures on endorsements and guarantees, the endorsement or guarantee amount for a single party cannot exceed 200% of the Company's net assets according to the most recent financial statements.

  • (2) In accordance with the policies and procedures on endorsements and guarantees provided by the Company's subsidiary, the endorsement or guarantee amount for a single party cannot exceed 200% of the subsidiary's net assets according to the most recent financial statements.

  • (3) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement or guarantee amount for a single party provided by the Company and its subsidiaries cannot exceed 200% of the Company's net assets according to the most recent financial statements.

  • Note 4: (1) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement and guarantee amount provided to external parties cannot exceed 300% of the Company's net assets according to the most recent financial statemetns.

  • (2) In accordance with policies and procedures on endorsements and guarantees provided by Company's subsidiary, the total endorsement and guarantee amount provided to external partines cannot exceed 300% of the subsidiary's net assets according to the most recent financial statements.

  • (3) In accordance with the Company's policies and procedures on endorsements and guarantees, the total endorsement and guarantee amount provided to external parties by the Company and its subsidiaries cannot exceed 300% of the net assets of the Company according to the most recent financial statements.

Note 5: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.

Table 2, Page 2

CHC Healthcare Group

Table 3

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2019

Expressed in thousands of NTD

(Except as otherwise indicated)

Securities held by Marketable securities Relationship with the
securities issuer
General
ledger account
As of December 31,2019 As of December 31,2019 Footnote
Number of shares Book value Ownership (%) Fair value
The Company
The Company
Chiu Ho Medical System Co.,
Ltd.
Chiu Ho Medical System Co.,
Ltd.
Stocks–China Isotope &
Radiation Corporation
Stocks–Swissray Global
Healthcare Holding Ltd.
Stocks–Huede Healthtech Co.,
Ltd.
Stocks–AESolution
Biomedical Co., Ltd.
-
The Company's chairman and the
investee's chairman are the same person
-
The Company's chairman and the
investee's chairman are the same person
Financial asset at fair value
through profit or loss-current
Financial assets at fair value
through other comprehensive
income - non-current
Financial assets at fair value
through other comprehensive
income - non-current
Financial assets at fair value
through other comprehensive
income - non-current
880,000
1,988,100
200,000
855,400
71,299
$ 7,356
-
31,325
1.10%
4.67%
6.50%
6.69%
71,299
$ 7,356
-
31,325

Table 3, Page 1

CHC Healthcare Group

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

For the year ended December 31, 2019

Table 4
Purchaser/seller
Counterparty Relationship with the
counterparty
Transaction Transaction Differences in transaction
terms compared to third
partytransactions
Differences in transaction
terms compared to third
partytransactions
Percentage of
total notes/accounts
Footnote
Balance
receivable(payable)
Note 2
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Percentage of
total notes/accounts
Footnote
Balance
receivable(payable)
Note 2
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Percentage of
total notes/accounts
Footnote
Balance
receivable(payable)
Note 2
Notes/accounts receivable(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
Hsing-Yeh Biotechnology
Co., Ltd.
Yeezen General Hospital Substantive related
party
Sale of goods 225,404
$
97% 6 months - - 229,726
$
85% Note

Note 1: Sales amount includes rental revenue.

Note 2: Notes and accounts receivable include lease payments receivable.

Table 4, Page 1

CHC Healthcare Group

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2019

December 31, 2019
Table 5
Creditor
Counterparty Relationship
withthe counterparty
Balance as atDecember31,2019 Turnover rate Overduereceivables Amount collected
subsequent to the
Allowance for
balance sheet date
doubtfulaccounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Actiontaken
Hsing-Yeh Biotechnology Co.,
Ltd.
Yeezen General Hospital Substantive related
party
Notes and accounts receivable
(including lease payments receivable):
$229,726
0.96 95,238
$
In collection 41,931
$
-
$

Table 5,Page 1

CHC Healthcare Group

Information on investees

For the year ended December 31, 2019

Table 6
Investor
Investee Location Main business
activities
Initial investment amount Initial investment amount Sharesheld as atDecember31,2019 Sharesheld as atDecember31,2019 Sharesheld as atDecember31,2019 Net profit (loss)
of the investee for the year
endedDecember31,2019
Investment income (loss)
recognised by the Company
for the year ended
December31,2019
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Investment income (loss)
recognised by the Company
for the year ended
December31,2019
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance
as atDecember31,2019
Balance
as atDecember31,2018
Numberofshares Ownership (%) Bookvalue
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
CHC
Healthcare
(BVI) Limited
Chiu Ho Medical
System Co., Ltd.
Tomorrow
Medical System
Co., Ltd.
Chiu Ho Scientific
Co., Ltd.
Chiu Ho Biotech
Co., Ltd.
Shin-Ho
Instruments Co.,
Ltd.
Tong-Lin
Instruments Co.,
Ltd.
Hua Lin
Instruments Co.,
Ltd.
Hsin Lin Biotech
Co., Ltd.
E Century
Healthcare
Corporation
CHC Healthcare
(BVI) Limited
CHC Healthcare
(HK) Limited
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British
Virgin
Islands
Hong Kong
Medical
instrument sale,
leasing and
services
Medical
instrument sale,
leasing and
services
Ophthalmic
equipment sale,
leasing and
services
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Medical
instrument leasing
Holdings and
indirect
investments
Medical
instrument sale,
leasing and
services
2,380,988
$ 163,484
151,422
317,182
9,171
371,183
521,815
85,929
556,151
522,432
3,891
2,380,988
$ 163,484
151,422
357,182
9,171
371,183
521,815
105,929
556,151
522,432
3,987
308,000,000
45,800,000
9,853,841
33,000,000
300,000
40,000,000
55,600,000
8,000,000
60,000,000
940
100,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
3,568,853
$ 570,480
142,954
349,687
7,931
486,998
634,486
76,750
814,635
423,736
39,653
181,786
$ 48,184
20,699
11,669
612)
(
39,392
19,561
10,754)
(
61,594
16,829
184)
(
183,011
$ 48,184
20,699
11,678
612)
(
39,435
19,561
10,754)
(
61,594
16,829
141)
(
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary

Table 6, Page 1

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Sharesheld as atDecember31,2019 Sharesheld as atDecember31,2019 Sharesheld as atDecember31,2019 Net profit (loss)
of the investee for the year
endedDecember31,2019
recognised by the Company
for the year ended
December31,2019
Footnote
Balance
as atDecember31,2019
Balance
as atDecember31,2018
Numberofshares Ownership (%) Bookvalue
Chiu Ho
Medical
System Co.,
Ltd.
Chiu Ho
Medical
System Co.,
Ltd.
Chiu Ho
Medical
System Co.,
Ltd.
Medlink
Healthcare
Limited
Hsing-Yeh
Biotechnology
Co., Ltd.
SenCare
Healthcare
Company
Medlink
Healthcare Limited
SenCare
Healthcare
Company
PT CHC Medika
Indonesia
Hsing-Yeh
Biotechnology Co.,
Ltd.
CHENG-HSIN
Biotechnology Co.,
Ltd.
CHC Long-term
Care Corporation
Taiwan
Taiwan
Indonesia
Taiwan
Taiwan
Taiwan
Medical
instrument sale
Consulting
service and
elderly residence
Medical
instrument leasing
Medical
instrument sale
and leasing ; drug
sale
Management
consulting
services and retail
sales of food
products and
drugs
Long-term care
services
1,545,300
$ 194,000
2,768
1,513,464
12,000
31,040
1,545,300
$ 194,000
-
1,513,464
12,000
-
154,125,000
19,400,000
1,275
93,600,000
1,200,000
-
100.00%
65.99%
100.00%
100.00%
40.00%
97.00%
1,595,689
$ 191,792
670
1,626,203
277
31,001
41,335
$ 50)
(
2,138)
(
46,870
2,582)
(
40)
(
41,335
$ 33)
(
2,138)
(
42,327
1,033)
(
39)
(
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary
Associate
Subsidiary
(Note 2)

Note 1: Indirect investment company is organised as a limited liability company. Note 2: Investee was organised as an associate.

Table 6, Page 2

CHC Healthcare Group

Information on investments in Mainland China

For the year ended December 31, 2019

Table 7
Investee in
Mainland China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2019
Amount remitted from Taiwan
to Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31,2019
Amount remitted from Taiwan
to Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31,2019
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December 31,
2019
Net income of
investee for the
year ended
December 31,2019
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year
ended December
31, 2019
Note 2
Book value of
investments in
Mainland China
as of December 31,
2019
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2019
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2019
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Remitted to
Mainland China
Remitted back
to Taiwan
Guangzhou
Chiuho Medical
System Co., Ltd.
Medical instrument
sale, leasing and
services
Chiu Ho
(CHINA)
Medical
Technology Co.,
Ltd.
Medical instrument
sale, leasing and
services
Companyname
284,893
$ (2) Indirect
investment through
CHC(BVI), a wholly-
owned subsidiary of
the Company
226,182
(2) Indirect
investment through
CHC(BVI), a wholly-
owned subsidiary of
the Company
Accumulated amount of
December 31,2019
to Mainland China as of
remittance from Taiwan
284,893
$ -
$ 226,182
-
Economic affairs(MOEA)
Commission of the Ministry of
by the Investment
Investment amount approved
-
$ 284,893
$ -
226,182
Ceiling on
Commission of MOEA(Note 3)
imposed by the Investment
investments in Mainland China
22,363
$ 5,211)
(
100%
100%
22,243
$ 5,211)
(
250,235
$ 125,160
-
$ -
CHC Healthcare (BVI) Limited 511,075
$
659,577
$
3,190,403
$

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:

(1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

Note 2: Income (loss) recognised based on financial statements audited by independent auditors

Note 3: Disclosed in accordance with the investment limits set forth in Jin-Shen-Zi No. 09704604680, issued by the Investment Comission of MOEA on August 29, 2008

Note 4: The Company invested in the investees in Mainland China, including Neusoft CHC Medical Service Co., Ltd. and Dalian Neusoft Kangrui Jiuhe Medical Management Co., Ltd. through an existing company in Mainland China. Due to the existing company in

Mainland China is a holding company, therefore it shall first submit an application for approval from Investment Commission of the Ministry of Economic Affairs (MOEA) for its reinvestments, but the approval from MOEA are not required for other investments.

Table 7, Page 1

CHC HEALTHCARE GROUP STATEMENT OF CASH AND CASH EQUIVALENTS

DECEMBER 31, 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Statement 1

Items
Checking accounts
Demand deposits - NTD
Demand deposits - USD
Time deposits
(Note) Foreign currency is expressed in dollars.
Description
USD $19,182 (Note), at
exchange rate of 29.98
Amount
$ 593
107,068
575
100,000
$ 208,236

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Statement 1, Page 1

CHC HEALTHCARE GROUP DECEMBER 31, 2019

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS-CURRENT

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Statement 2

Face value
(Note 1).
1
-
Total amount
$ 74,900
-
$ 74,900
Interest rate
-
-
Acquisition cost
$ 74,900
-
$ 74,900
Fair value
Unit price
(Note 2)
Total amount
$ 81.02 $ 71,299
- 70

$ 71,369
Changes in
fair value
attributable to
credit risk
changes
$ -
-
$-
Note
Unit price
(Note 2)
$ 81.02
-

Statement 2, page 1

CHC HEALTHCARE GROUP

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME-NON-CURRENT YEAR ENDED DECEMBER 31, 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Statement 3
Name
Swissray Global Healthcare
Holding Ltd.
Valuation adjustment
Opening balance
Number of
shares (per
thousand shares)
Amount
1,988 $ 340,215
( 325,821)
$ 14,394
Additions
Number of
shares (per
thousand shares)
Amount
- $ -
-
$-
Reductions
Number of
shares (per
thousand shares)
Amount
- $ -
( 7,038)
($ 7,038)
Ending balance
Number of
shares (per
thousand shares)
Amount
1,988 $ 340,215
( 332,859)
$ 7,356
Pledged to
others
as collateral

Number of
shares (per
thousand shares)
1,988
(
Number of
shares (per
thousand shares)
-

Number of
shares (per
thousand shares)
1,988
(
None

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Statement 3, Page 1

CHC HEALTHCARE GROUP

STATEMENT OF INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD YEAR ENDED DECEMBER 31, 2019 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Statement 4

Statement 4 YEAR ENDED DECEMBER 31, 2019
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Name
Investment
types
Chiu Ho Medical
System Co., Ltd.
Ordinary share
Tomorrow Medical
System Co., Ltd.
Ordinary share
Chiu Ho Scientific
Co., Ltd.
Ordinary share
Chiu Ho Biotech Co.,
Ltd.
Ordinary share
Shin-Ho Instruments
Co., Ltd.
Ordinary share
Tong-Lin Instruments
Co., Ltd.
Ordinary share
Hua Lin Instruments
Co., Ltd.
Ordinary share
Hsin Lin Biotech Co.,
Ltd.
Ordinary share
E Century Healthcare
Corporation
Ordinary share
CHC (BVI)
Ordinary share
Opening balance
Number of
shares (per
thousand shares)
Amount
299,340 $3,395,576
43,200 522,515
9,854 133,829
37,000 378,298
,300 15,068
40,000 497,563
55,600 696,442
10,000 110,487
60,000 838,041
0.94 422,621
$7,010,440
Additions (Note 1)
Reductions (Note 2)
Ending balance
As of
December 31, 2018
Market price
or value per share
Number of
shares (per
thousand shares)
Amount
Number of
shares (per
thousand
shares)
Amount
Number of
Shares (per
thousand shares)
Amount
Ownership (%)
Price
Total price
8,660 $ 185,770 - ($ 12,493) 308,000 $ 3,568,853
100%
-
$ 3,576,781
2,600 48,630 - ( 665) 45,800 570,480
100%
-
570,480
- 21,118 - ( 11,993) 9,854 142,954
100%
-
142,954
- 11,678 ( 4,000) ( 40,289) 33,000 349,687
100%
-
349,687
- - - ( 7,137) 300 7,931
100%
-
7,931
- 39,435 - ( 50,000) 40,000 486,998
100%
-
487,313
- 19,561 - ( 81,517) 55,600 634,486
100%
-
634,486
- - ( 2,000) ( 33,737) 8,000 76,750
100%
-
76,750
- 61,594 - ( 85,000) 60,000 814,635
100%
-
809,359
- 16,828
- ( 15,713)
0.94 423,736
100%
-
423,736
$ 404,614
($ 338,544)
$ 7,076,510
$ 7,079,477
Pledged to
others as
collateral

Number of
shares (per
thousand shares)
299,340
43,200
9,854
37,000
,300
40,000
55,600
10,000
60,000
0.94

Number of
shares (per
thousand shares)
8,660
2,600
-
-
-
-
-
-
-
-
None
None
None
None
None
None
None
None
None
None

Note 1: Includes investment income arising from investments accounted for using equity method, employee share options and changes in exchange differences on translation of foreign financial statements and changes in stock dividends from subsidiaries.

Note 2: Includes investment loss arising from investments accounted for using equity method, subsidiaries’ cash dividends paid to the parent company, shares returned from reduction in subsidiaries, employee share options, adjustments on unrealized gain or loss on equity instrument at fair value through other comprehensive income and changes in exchange differences on translation of foreign financial statements.

Statement 4, Page 1

CHC HEALTHCARE GROUP STATEMENT OF BONDS PAYABLE DECEMBER 31, 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Statement 5

Amount
Carrying value
$ 1,159,471
1,159,471)
$-
Repayment
Please refer to
Note 6 (7)
Pledged to
others as
collateral
Balance at
December 31, 2019
Unamortised
discounts
$ 1,169,700 ($ 10,229)
(
Yes

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Statement 5, Page 1

CHC HEALTHCARE GROUP CHC HEALTHCARE GROUP CHC HEALTHCARE GROUP
STATEMENT OF OPERATING COSTS
YEAR ENDED DECEMBER 31, 2019
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Statement 6
Items Amount Notes
Wages and salaries $ 62,064
Directors’ remuneration
6,195
Cost of services 9,162
None of the balances of each remaining
item is greater than 5% of this account
Other expenses 21,752 balance.
$ 99,173
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Statement 6, Page 1