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CMC Audit Report / Information 2019

Dec 26, 2019

51979_rns_2019-12-26_641d0dd9-9db2-47b1-b039-f29ae9c5705b.pdf

Audit Report / Information

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China Motor Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.

Very truly yours,

CHINA MOTOR CORPORATION

By:

LI-LIEN CHEN YEN Chairman

March 26, 2020

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China Motor Corporation

Opinion

We have audited the accompanying consolidated financial statements of China Motor Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 2 -

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2019 is described as follows:

Revenue Recognition

Domestic sales of vehicles is material to the Group’s consolidated financial statements. Since the sale of vehicles is strongly affected by the economy, there is a possible risk in the accuracy of revenue recognition; therefore, revenue recognition has been identified as a key audit matter.

Our audit procedures performed in respect of revenue recognition included:

  • Discussing with management whether the accounting methods for revenue recognition were appropriate and consistently applied;

  • Testing the design of the revenue recognition internal controls and the operating effectiveness of such controls as well as verifying the authenticity of sales transaction-related documentary evidence;

  • Verifying whether the risks and rewards of the merchandise were transferred and whether the amount of sales revenue recognized was accurate.

Other Matter

We did not audit the financial statements as of and for the years ended December 31, 2019 and 2018 of some of the Group’s investees accounted for using the equity method, namely Daimler Vans Hong Kong Ltd., Guangzhou NTN-Yulon Drivertrain Co., Ltd., Xiangyang NTN-Yulon Drivertrain Co., Ltd., Shung Ye Motors Corporation, Uni Auto Parts Manufacture Co., Ltd. and Southeast-Motor Co., Ltd., but such financial statements were audited by other auditors whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included for these investees in the Group’s consolidated financial statements, is based solely on the reports of the other auditors. The aforementioned investments accounted for using the equity method constituted 14.8% (NT$7,614,490 thousand) and 12.1% (NT$7,814,960 thousand) of the Group’s total assets as of December 31, 2019 and 2018, respectively. The Group’s share of comprehensive income of the aforementioned investments accounted for using the equity-method amounted to NT$637,861 thousand and NT$$1,282,377 thousand for the years ended December 31, 2019 and 2018, respectively, which accounted for 24.5% and 36.4% of the Group’s consolidated total comprehensive income, respectively.

We have also audited the parent company only financial statements of China Motor Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion with an other matter section.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

  • 3 -

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the audit committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

  7. 4 -

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chih-Ming Shao and Ya-Ling Wong.

Deloitte & Touche Taipei, Taiwan Republic of China March 30, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 5 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss (Notes 4 and 7)
Financial assets at amortized cost (Notes 4, 9 and 10)
Financial assets for hedging (Notes 4 and 11)
Notes and accounts receivable, net (Notes 4 and 12)
Trade receivables from related parties (Notes 4 and 31)
Other receivables
Inventories (Notes 4 and 13)
Prepayments (Note 31)
Non-current assets held for sale (Notes 4 and 15)
Other current assets (Notes 4, 26 and 32)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss (Notes 4 and 7)
Financial assets at fair value through other comprehensive income (Notes 4 and 8)
Financial assets at amortized cost (Notes 4, 9 and 10)
Investments accounted for using the equity method (Notes 4 and 16)
Property, plant and equipment (Notes 4, 17, 31 and 32)
Right-of-use assets (Notes 4 and 18)
Investment properties (Notes 4, 19 and 32)
Intangible assets under development (Note 4)
Deferred tax assets (Notes 4 and 26)
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 20 and 32)

Short-term bills payable

Notes and accounts payable

Trade payables to related parties (Note 31)

Other payables (Notes 4 and 21)

Current tax liabilities (Notes 4 and 26)

Lease liabilities (Notes 4 and 18)

Current portion of long-term borrowings (Note 20)

Other current liabilities (Notes 4, 7, 11 and 31)


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Note 20)

Deferred tax liabilities (Notes 4 and 26)

Lease liabilities (Notes 4 and 18)

Net defined benefit liabilities (Notes 4 and 22)

Other non-current liabilities


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4, 8 and 23)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Exchange differences on translating foreign operations

Unrealized gain on investments in financial assets at fair value through other comprehensive income

Gain (loss) on the hedging instruments (Note 11)

Equity directly associated with non-current assets held for sale (Note 15)

Total other equity


Total equity attributable to owners of the Corporation


NON-CONTROLLING INTERESTS (Note 14)


Total equity


TOTAL
2019
Amount
%
$ 5,742,588
11
339,731
1
8,556
-
1,138,342
2
1,190,463
2
1,457,139
3
326,784
1
4,617,661
9
1,543,144
3
148,023
-

849,643

2
17,362,074

34
686,413
1
207,342
-
776,473
2
23,348,925
45
6,419,254
12
442,921
1
1,366,049
3
484,360
1
253,394
1

119,263

-
34,104,394

66
$ 51,466,468
100
$ 615,000
1
183,939
-
2,702,267
5
983,750
2
2,426,690
5
312,774
1
88,697
-
6,250
-

340,684

1

7,660,051

15
43,750
-
480,280
1
359,836
1
735,400
1

22,212

-

1,641,478

3

9,301,529

18

5,536,203

11

6,414,118

12
9,257,157
18
1,029,654
2
17,306,526

34
27,593,337

54
(990,653)
(2)
216,562
-
(19,968)
-

(7,538)

-

(801,597)

(2)
38,742,061
75

3,422,878

7
42,164,939

82
$ 51,466,468
100
2018

















































































Amount
%
$ 14,429,460
23
567,643
1
104,359
-
743,303
1
1,177,454
2
1,952,469
3
98,749
-
4,070,264
6
1,134,247
2
148,023
-

596,590

1
25,022,561

39
734,341
1
227,396
-
824,705
1
29,106,774
45
6,388,147
10
-
-
1,380,002
2
304,163
1
336,711
1

179,616

-
39,481,855

61
$ 64,504,416
100
$ 645,000
1
93,972
-
2,705,317
4
944,954
2
2,717,065
4
117,081
-
-
-
-
-

297,523

1

7,520,912

12
-
-
268,161
1
-
-
910,328
1

30,926

-

1,209,415

2

8,730,327

14
13,840,508

22

6,403,633

10
8,897,857
14
1,046,967
1
22,486,952

35
32,431,776

50
(646,278)
(1)
117,177
-
20,997
-

(7,538)

-

(515,642)

(1)
52,160,275
81

3,613,814

5
55,774,089

86
$ 64,504,416
100

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 30, 2020)

  • 6 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

OPERATING REVENUE (Notes 4, 24 and 31)
Net sales

Other operating revenue

Total operating revenue

OPERATING COSTS (Notes 13, 22, 25 and 31)
Cost of goods sold
Other operating costs

Total operating costs

GROSS PROFIT
REALIZED (UNREALIZED) GAIN ON
TRANSACTIONS WITH ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 22, 25 and 31)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Share of profit (loss) of associates and joint ventures
accounted for using the equity method (Notes 4
and 16)
Interest income
Dividend income (Note 8)
Other income
Gain on disposal of investments (Notes 4, 16 and 28)
Net foreign exchange gain (loss)
Interest expense
Other expense
Loss on financial instruments at fair value through
profit or loss
Impairment loss (Notes 4 and 17)

Total non-operating income and expenses
2019
Amount
%
$ 30,671,399 96

1,396,573

4


32,067,972
100

26,072,063 81

745,100

2


26,817,163
83

5,250,809 17

47,583

-


5,298,392
17

696,315
2
1,066,963
3

1,715,206

6


3,478,484
11


1,819,908

6

(3,690,617) (11)
152,023
-
20,171
-
142,754
-

91,702
-
(40,154)
-
(21,257)
-
(47,556)
-
(55,407)
-

(51,830)

-


(3,500,171)
(11)
2018




































Amount
%
$ 33,490,420 96

1,379,094

4

34,869,514
100

27,789,296 80

887,608

2

28,676,904
82

6,192,610 18

(2,053)

-

6,190,557
18

914,786
3

1,284,988
4

2,092,742

6

4,292,516
13

1,898,041

5

2,407,876
7

195,251
1

29,755
-

112,747
-

-
-

12,498
-

(14,639)
-

(53,721)
-

(49,059)
-

(228,036)
(1)

2,412,672

7

(Continued)

  • 7 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

PROFIT (LOSS) BEFORE INCOME TAX

INCOME TAX EXPENSE (Notes 4 and 26)

NET PROFIT (LOSS) FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Note 4)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 22)
Unrealized loss on investments in equity
instruments designated as fair value through
other comprehensive income (Note 23)
Gain on hedging instruments (Notes 11 and 23)
Share of other comprehensive income (loss) of
associates accounted for using the equity
method (Notes 16 and 23)
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 26)
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations (Note 23)
Share of the other comprehensive loss of
associates and joint ventures accounted for
using the equity method (Notes 16 and 23)

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests

2019
Amount
%
$ (1,680,263) (5)

(628,110)
(2)


(2,308,373)
(7)


(11,146)
-
(18,391)
-
1,898
-
168,584
-
1,849
-
(27,518)
-

(411,450)
(1)


(296,174)
(1)

$ (2,604,547)
(8)

$ (2,465,573) (8)

157,200

1

$ (2,308,373)
(7)
2018























Amount
%
$ 4,310,713 12

(418,671)
(1)

3,892,042
11

3,913
-

(74,082)
-

40,663
-

(120,566)
-

(1,168)
-

(38,618)
-

(177,764)
(1)

(367,622)
(1)
$ 3,524,420
10
$ 3,592,999 10

299,043

1
$ 3,892,042
11

(Continued)

  • 8 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS (LOSS) PER SHARE (Note 27)

Basic

Diluted
2019
Amount
%
$ (2,674,645) (8)

70,098

-

$ (2,604,547)
(8)

$ (2.38)
$ (2.38)
2018







Amount
%
$ 3,298,141
9

226,279

1
$ 3,524,420
10
$ 2.64
$ 2.63
$



The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 30, 2020) (Concluded)

  • 9 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
Effect of retrospective application
BALANCE AT JANUARY 1, 2018 AS ADJUSTED
Appropriation of the 2017 earnings
Legal reserve
Cash dividends distributed by the Corporation
Reversal of special reserve
Change from investments in associates and joint ventures
accounted for using the equity method
Cash dividend distributed by subsidiaries
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2018
Reclassified to equity directly associated with non-current assets
held for sale
Disposal of investments in equity instruments designated as at
fair value through other comprehensive income by associates
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income
BALANCE AT DECEMBER 31, 2018
Effect of retrospective application
BALANCE AT JANUARY 1, 2019 AS ADJUSTED
Appropriation of the 2018 earnings
Legal reserve
Cash dividends distributed by the Corporation
Reversal of special reserve
Change from investments in associates and joint ventures
accounted for using the equity method
Cash dividend distributed by subsidiaries
Net profit (loss) for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended
December 31, 2019, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2019
Capital reduction by cash
Disposals of subsidiaries
Disposal of investments in equity instruments designated as at
fair value through other comprehensive income by associates
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income
Basic adjustment for gain on hedging instruments
BALANCE AT DECEMBER 31, 2019
Equity Attrib utab **le to Owners of the Corporation ** Total
Non-controlling
Interests
$ 50,950,021
$ 3,506,941


397,392

43,831

51,347,413
3,550,772
-
-
(2,491,292 )
-
-
-
6,013
-
-
(163,237 )
3,592,999
299,043

(294,858)

(72,764)


3,298,141

226,279

-
-
-
-

-

-

52,160,275
3,613,814

(19,503)

-

52,140,772
3,613,814
-
-
(2,352,886 )
-
-
-
(25,154 )
-
-
(112,397 )
(2,465,573 )
157,200

(209,072)

(87,102)


(2,674,645)

70,098

(8,304,305 )
-
-
(148,637 )
-
-
-
-

(41,721)

-

$ 38,742,061
$ 3,422,878
Total Equity
$ 54,456,962

441,223
54,898,185
-
(2,491,292 )
-
6,013
(163,237 )
3,892,042

(367,622)

3,524,420
-
-

-
55,774,089

(19,503)
55,754,586
-
(2,352,886 )
-
(25,154 )
(112,397 )
(2,308,373 )

(296,174)

(2,604,547)
(8,304,305 )
(148,637 )
-
-

(41,721)
$ 42,164,939
Share Capital Ordinary Shares
Number of Shares
(In Thousands)
Amount
Capital Surplus
1,384,051
$ 13,840,508
$ 6,407,340

-

-

-
1,384,051
13,840,508
6,407,340
-
-
-
-
-
-
-
-
-
-
-
(3,707 )
-
-
-
-
-
-

-

-

-

-

-

-
-
-
-

-
-
-

-

-

-
1,384,051
13,840,508
6,403,633

-

-

-
1,384,051
13,840,508
6,403,633
-
-
-
-
-
-
-
-
-
-
-
10,485
-
-
-
-
-
-

-

-

-

-

-

-
(830,431 )
(8,304,305 )
-
-
-
-

-
-
-
-
-
-

-

-

-

553,620
$ 5,536,203
$ 6,414,118
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 8,487,293
$ 1,051,658
$ 20,895,137

-

-

888,982
8,487,293
1,051,658
21,784,119
410,564
-
(410,564 )
-
-
(2,491,292 )
-
(4,691 )
4,691
-
-
9,720
-
-
-
-
-
3,592,999

-

-

2,244

-

-

3,595,243
-
-
-
-
-
(5,111 )

-

-

146
8,897,857
1,046,967
22,486,952

-

-

(19,503)
8,897,857
1,046,967
22,467,449
359,300
-
(359,300 )
-
-
(2,352,886 )
-
(17,313 )
17,313
-
-
(35,639 )
-
-
-
-
-
(2,465,573 )

-

-

(46,865)

-

-

(2,512,438)
-
-
-
-
-
-
-
-
82,010
-
-
17

-

-

-
$ 9,257,157
$ 1,029,654
$ 17,306,526
Other Equity Equity Directly
Associated with
Loss on the
Non-current
Hedging
Instruments
Assets Held
for Sale
$ -
$ -


(12,253)

-

(12,253 )
-
-
-
-
-
-
-
-
-
-
-
-
-

33,250

-


33,250

-

-
(7,538 )
-
-

-

-

20,997
(7,538 )

-

-

20,997
(7,538 )
-
-
-
-
-
-
-
-
-
-
-
-

756

-


756

-

-
-
-
-
-
-
-
-

(41,721)

-

$ (19,968)
$ (7,538)









Exchange
Differences on
Unrealized Gain on
Investments in
Financial Assets at
Fair Value

Translating
Through Other
Foreign
Operations
Comprehensive
Income
A

$ (485,118 )
$ -


-

273,866

(485,118 )
273,866
-
-
-
-
-
-
-
-
-
-
-

(168,698)

(161,654)


(168,698)

(161,654)

7,538
-
-
5,111

-

(146)

(646,278 )
117,177

-

-

(646,278 )
117,177
-
-
-
-
-
-
-
-
-
-
-
-

(344,375)

181,412


(344,375)

181,412

-
-
-
-
-
(82,010 )
-
(17 )

-

-

$ (990,653)
$ 216,562
Unrealized Gain
(Loss) on
vailable-for-sale
Financial Assets

$ 765,456


(765,456)

-
-
-
-
-
-
-

-


-

-
-

-

-

-

-
-
-
-
-
-
-

-


-

-
-
-
-

-

$ -
Gain (Loss) on
Effective
Portion of Cash
Flow Hedges
$ (12,253 )


12,253

-
-
-
-
-
-
-

-


-

-
-

-

-

-

-
-
-
-
-
-
-

-


-

-
-
-
-

-

$ -
Number of Shares
(In Thousands)
1,384,051


-

1,384,051
-
-
-
-
-
-

-


-

-

-

-

1,384,051

-

1,384,051
-
-
-
-
-
-

-


-

(830,431 )
-

-
-

-


553,620









The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 30, 2020)

  • 10 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Gain on lease modification
Expected credit loss
Net loss on fair value change of financial instruments at fair value
through profit or loss
Interest expense
Interest income
Dividend income
Share of loss (profit) of associates and joint ventures accounted for
using the equity method
Net loss on disposal of property, plant and equipment
Loss on valuation of investments
Impairment loss of financial assets
Impairment loss of non-financial assets
Unrealized (realized) gain on transactions with associates
Unrealized gain on foreign currency exchange
Changes in operating assets and liabilities
Financial assets at fair value through profit or loss
Notes and accounts receivable
Trade receivables from related parties
Other receivables
Inventories
Prepayments
Other current assets
Notes and accounts payable
Trade payables to related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Disposal of financial assets at fair value through other comprehensive
income
Acquisition of financial assets at amortized cost
Proceeds from repayment of principal of financial assets at amortized
cost
Acquisition of investments accounted for using the equity method
2019
$ (1,680,263)
1,037,274
114,837
(63)
25,877
55,407
21,257
(152,023)
(20,171)
3,690,617
5,837
-
(91,702)
85,506
(47,583)
(1,323)
222,837
(237,888)
494,600
53,523
(763,480)
(426,294)
(239,050)
78,551
43,779
(233,925)
36,321

(175,186)

1,897,272

(193,869)


1,703,403

17
(2,349,473)
2,620,640
-
2018
$ 4,310,713

978,026

120,447

-

9,413

49,059

14,639

(195,251)

(29,755)

(2,407,876)

8,922

610

-

208,004

2,053

(4,321)

(56,661)

(9,158)

(249,747)

(29,949)

409,776

301,025

55,243

150,343

56,858

(148,332)

23,759

(226,456)

3,341,384

(465,503)

2,875,881

12,603

(1,210,257)

2,588,643

(553,113)
(Continued)
  • 11 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Disposal of investments accounted for using the equity method

Disposal of subsidiaries
Proceeds from capital reduction of investments accounted for using the
equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in other non-current assets
Interest received
Dividends received

Net cash generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Increase (decrease) in short-term bills payable
Proceeds from long-term borrowings
Repayment of the principal portion of lease liabilities
Increase (decrease) in other non-current liabilities
Cash dividends paid
Capital reduction by cash
Interest paid
Decrease in non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2019
$ 227,159
231,759
-
(1,489,310)
27,875
(237,959)
(17,963)
172,940

1,313,058


498,743

300,000
89,967
50,000
(97,564)
(8,440)
(2,352,886)
(8,304,305)
(24,029)

(112,397)

(10,459,654)


(34,765)

(8,292,273)

15,172,763

$ 6,880,490
2018
$ -

-

127,737

(1,020,468)

47,714

(190,126)

(50,683)

231,426

1,295,659

1,279,135

(100,000)

(15,961)

-

-

1,593

(2,491,292)

-

(14,601)

(163,237)

(2,783,498)

(14,796)

1,356,722

13,816,041
$ 15,172,763
(Continued)
  • 12 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets at December 31, 2019 and 2018:

Cash and cash equivalents in the consolidated balance sheets

Cash and cash equivalents included in financial assets for hedging

Cash and cash equivalents in the consolidated statements of cash flows
**December 31 ** **December 31 **


2019
$ 5,742,588

1,137,902

$ 6,880,490
2018
$ 14,429,460

743,303
$ 15,172,763

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 30, 2020) (Concluded)

  • 13 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

China Motor Corporation (the “Corporation”) is principally engaged in the manufacture and sale of automobiles and its related parts and components, and is listed on the Taiwan Stock Exchange.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements of the Corporation and its subsidiaries (collectively referred to as the “Group”) were approved by the Corporation’s board of directors on March 26, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group’s accounting policies:

 IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

  • 14 -

The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities and cash payment for the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts, were recognized as expenses on a straight-line basis. Cash flow for operating lease were classified within operating activities on the consolidated statements of cash flows.

The Group elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities. The Group applies IAS 36 to all right-of-use assets.

The Group also applies the following practical expedients:

  • 1) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • 4) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 was 2.58%. The difference between (i) the lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases

Less: Recognition exemption for leases of low-value assets


Undiscounted amount on January 1, 2019


Discounted amount using the incremental borrowing rate and lease liabilities
recognized on January 1, 2019

The Group as lessor
$ 595,598
(3,464)

(594)
$ 591,540
$ 538,229

The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

  • 15 -

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

As Originally
Stated on
January 1, 2019
Right-of-use assets
$ -
Investments accounted for using the
equity method

29,106,774

Total effect on assets
$ 29,106,774

Lease liabilities - current
$ -
Lease liabilities - non-current

-

Total effect on liabilities
$ -

Unappropriated earnings
$ 22,486,952
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
$ 538,229 $ 538,229

(19,503)

29,087,271
$ 518,726
$ 29,625,500
$ 94,157 $ 94,157

444,072

444,072
$ 538,229
$ 538,229
$ (19,503)
$ 22,467,449
  • b. The IFRSs endorsed by the FSC for application starting from 2020

Effective Date New IFRSs Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark January 1, 2020 (Note 2) Reform” Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

  • Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the consolidated financial statements were authorized for issue, the Group assessed that the application of aforementioned standards and interpretations would not have any significant impact on the Group’s financial position and financial performance.

  • c. New IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
Effective Date
Announced by IASB (Note)
To be determined by IASB
January 1, 2021
January 1, 2022
  • 16 -

Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the aforementioned standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • 17 -

  • d. Basis of consolidation

  • 1) Principles for preparing the consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition up to the effective date of disposal, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation.

When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and any investment retained in the former subsidiary at its fair value at the date when control is lost and (ii) the assets (including any goodwill) and liabilities and any non-controlling interests of the former subsidiary at their carrying amounts at the date when control is lost. The Group accounts for all amounts recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required had the Group directly disposed of the related assets or liabilities.

  • 2) Subsidiaries included in the consolidated financial statements
Investor
Investee
Main Business
China-Motor Corporation
(parent)
Kian Shen Corporation (“Kian Shen”)
Production of frame of
heavy-duty car and mold
Hwa Wei Holdings Corporation Ltd.
(“Hwa Wei”)
Overseas investment in
production and service
industries
China Engine Corporation (“China
Engine”)
Manufacture of automobile
engine and parts
Sino Diamond Motors Corporation (“Sino
Diamond Motors”)
Sales and providing after-sales
service of vehicle
Alliance Investment & Management Co.,
Ltd. (“Alliance Investment &
Management”)
Investment
Gatetech Technology Inc. (“Gatetech
Technology”)
Aluminum-magnesium alloy
casting industry
China Motor Investment Co., Ltd. (CMI) Investment
Hwa Chung Motors Corporation (“Hwa
Chung Motors”)
Sales of vehicle and parts
COC Tooling & Stamping Co., Ltd.
(COC)
Production of mold, fixture and
gauge of vehicle
Kian Shen
Kian Shen Investment Co., Ltd. (“Kian
Shen Investment”)
Overseas investment in
production and service
industries
Combined Shareholding
Ratio (%)
December 31
2019
2018
Note
43.87
43.87
a)
100.00
100.00
52.10
52.10
100.00
100.00
100.00
100.00
-
72.81
d)
100.00
100.00
100.00
100.00
49.76
49.76
b)
43.87
43.87
a)

(Continued)

  • 18 -
Investor
Investee
Main Business
China Engine
Advance Power Machinery Co., Ltd.
(“Advance Power Machinery”)
Manufacture of automobile
engine and parts
Advance Power Investment Co., Ltd.
(“Advance Power Investment”)
Investment and sales
Sino Diamond Motors
Hwa-Yu Corporation Ltd. (“Hwa-Yu”)
Overseas investment in
production and service
industries
Brilliant Insight International Consultancy
Service Co., Ltd. (“Brilliant Insight
International”)
Consulting and servicing business
Gatetech Technology
Gatetech Holding Co., Ltd. (GH)
Investment
Alliance Investment &
Management
Greentrans Investment Co., Ltd.
(“Greentrans Investment”)
Investment
Hwa Chung Motors
Greentrans Corporation (“Greentrans”)
Sales of motorcycle, bicycle and
parts
Ling Wei Motor Co., Ltd. (“Ling Wei”)
Sales of second-hand vehicle
COC
Y. M. Hi-Tech Industry Ltd. (“Y. M.
Hi-Tech”)
Steel cutting
Shye Shinn Corporation (“Shye Shinn”)
Investment
Kian Shen Investment
Kian Shen Investment Hong Kong Co.,
Limited (KSIHK)
Investment
Hwa-Yu
Hwa-Lin Investments Ltd. (“Hwa-Lin”)
Overseas investment in
production and service
industries
Fujian Rui Hua Consulting Co., Ltd.
(“Fujian Rui Hua”)
Consulting and servicing business
GH
Gatetech International Co., Ltd. (GI)
Investment
Greentrans Investment
Jiangsu Greentrans Automotive Parts Co.,
Ltd. (“Jiangsu Greentrans”)
Production and sales of parts of
electronic motorcycle
GI
Gatetech (Suchou) Technology Co., Ltd.
(“Gatetech Suchou Technology”)
Aluminum-magnesium alloy
casting industry
Hwa-Lin
Dongguan Huayi Motor Maintenance Co.,
Ltd. (“Dongguan Huayi”)
Sales and maintenance of vehicle
and parts
Tianjin Hwarui Maintenance Co., Ltd.
(“Tianjin Hwarui”)
Sales and maintenance of vehicle
and parts
Sichuan Huafeng Hanwei Cars Service
and Maintenance Co., Ltd. (“Sichuan
Huafeng Hanwei”)
Sales and maintenance of vehicle
and parts
Guangzhou Huayou Motor Maintenance
Co., Ltd. (“Guangzhou Huayou Motor
Maintenance”)
Sales and maintenance of vehicle
and parts
Dongguan Huayi
Dongguan Huashun Motor Sales Co., Ltd.
(“Dongguan Huashun”)
Sales and maintenance of vehicle
and parts
Tianjin Hwarui
Tianjin Hwahong Sales Co., Ltd.
(“Tianjin Hwahong”)
Sales of vehicle and parts
Sichuan Huafeng Hanwei
Sichuan Lingwei Cars Service and
Maintenance Co., Ltd. (“Sichuan
Lingwei”)
Sales of vehicle and parts
Guangzhou Huayou Motor
Maintenance
Guangzhou Huayou Motor Sales Co., Ltd.
(“Guangzhou Huayou Motor Sales”)
Sales of vehicle and parts
Combined Shareholding
Ratio (%)
December 31
2019
2018
Note
52.10
52.10
52.10
52.10
100.00
100.00
100.00
100.00
-
72.81
d)
100.00
100.00
100.00
100.00
100.00
100.00
42.30
42.30
b)
49.76
49.76
b)
43.87
43.87
a)
100.00
100.00
100.00
100.00
-
72.81
d)
100.00
100.00
-
72.81
d)
100.00
100.00
100.00
100.00
100.00
100.00
c)
100.00
100.00
c)
100.00
100.00
100.00
100.00
-
100.00
c)
100.00
100.00
c)

(Concluded)

  • a) The Group held 43.87% equity interest in Kian Shen. Kian Shen is a listed company and 56.13% of its shares were held by numerous shareholders unrelated to the Group. Owing to the Group’s substantial influence on Kian Shen, an absolute number of voting rights and the relative size of other shareholdings, Kian Shen was deemed a subsidiary.

  • b) The Group held 49.76% equity in COC. However, since the Corporation controls more than half of the board members and holds relative majority of shares, COC was considered a subsidiary.

  • c) In November 2018, Sichuan Huafeng Hanwei, Sichuan Lingwei, Guangzhou Huayou Motor Maintenance and Guangzhou Huayou Motor Sales resolved to dissolve their respective companies. As of December 31, 2019, except for the annulment of Sichuan Lingwei which had been completed in July 2019, the remaining companies had not completed their liquidation procedures. The liquidation of Sichuan Huafeng Hanwei had been completed in February 2020.

  • d) In order to strengthen the Corporation’s capital structure and focus on the development of its business, the Group fully disposed of 72.81% of its interest held in its subsidiary, Gatetech Technology, to a non-related party. The disposal was completed on November 30, 2019, on which date control of Gatetech Technology passed to the acquirer.

  • 19 -

For the relationship between the Corporation and its controlled entities as of December 31, 2019, refer to Table 10.

e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interests in the acquiree, the excess are recognized immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets.

f. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of transaction.

For the purpose of presenting the consolidated financial statements, the functional currency of foreign operations (including subsidiaries, associates, joint ventures in other countries that use currencies which are different from the currency of the Corporation) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting year; and income and expense items are translated at the average exchange rates for the year. The resulting currency translation differences are recognized in other comprehensive income attributed to the owners of the Corporation and non-controlling interests as appropriate.

On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of joint control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.

  • 20 -

In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

g. Inventories

Inventories consist of merchandise, raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

h. Investment in associates and joint ventures

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

The Group uses the equity method to account for its investments in associates and joint ventures.

Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of the equity of associates and joint venture attributable to the Group. The Group’s equity in the investees’ net income or net loss is calculated using the treasury share method when investees also have investments in the Group (reciprocal holding).

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate and a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of an associate and a joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate and joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate and a joint venture equals or exceeds its interest in that associate and joint venture, the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate and joint venture.

  • 21 -

The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

When the Group transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate and joint venture that are not related to the Group.

  • i. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Depreciation of property, plant and equipment, except for tooling (included in machinery) which is amortized using the production unit method, is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • 22 -

  • k. Intangible assets

Expenditures on research activities are recognized as expenses in the period in which they are incurred.

An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following have been demonstrated:

  • 1) The technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • 2) The intention to complete the intangible asset and use or sell it;

  • 3) The ability to use or sell the intangible asset;

  • 4) How the intangible asset will generate probable future economic benefits;

  • 5) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • 6) The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when such an intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, such intangible assets are measured at cost less accumulated amortization and accumulated impairment loss.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • l. Impairment of tangible and intangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount (less amortization expenses or depreciation expenses) that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • 23 -

m. Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, and the sale should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.

When a sale plan would result in a loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale, regardless of whether the Group will retain a non-controlling interest in that subsidiary after the sale. However, such investment is still accounted for using the equity method.

When the Group is committed to a sale plan involving the disposal of an investment or a portion of an investment in an associate or a joint venture, only the investment or the portion of the investment that will be disposed of is classified as held for sale when the classification criteria are met, and the Group discontinues the use of the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for using the equity method. If the Group ceases to have significant influence or joint control over the investment after the disposal takes place, the Group accounts for any retained interest that has not been classified as held for sale in accordance with the accounting policies for financial instruments.

Non-current assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease.

When a subsidiary, joint venture, associate, or a portion of an interest in a joint venture or an associate previously classified as held for sale no longer meets the criteria to be so classified, it is measured at the carrying amount that would have been recognized had such interests not been classified as held for sale. The consolidated financial statements for the periods since classification as held for sale are amended accordingly.

n. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • 24 -

  • i. Financial assets at FVTPL

Financial assets at FVTPL are financial assets mandatorily designated as at FVTPL, and include investments in equity instruments that do not meet the criteria of financial assets at amortized cost and financial assets at FVTOCI.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 30.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, debt instrument, notes receivable, trade receivables (including related parties), other financial assets (included in other current assets) and guarantee deposits (included in other non-current assets) are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and

  • ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default; or

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

  • 25 -

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

  • i. Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset pasts the expiration date of contract unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The impairment loss of all financial assets which are held by the Group is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Financial liabilities

  • a) Subsequent measurement

Except for financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

  • 26 -

Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.

Financial liabilities held for trading are stated at fair value, and any remeasurement gains or losses on such financial liabilities are recognized in other gains or losses.

Fair value is determined in the manner described in Note 30.

  • b) Derecognized financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 3) Derivative financial instruments

The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.

Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the host contracts are not measured at FVTPL.

o. Hedge accounting

The Group designates certain hedging instruments as cash flow hedges.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gains or losses relating to the ineffective portion are recognized immediately in profit or loss.

The associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment in the line item relating to the related hedged item in the same period in which the hedged item affects profit or loss. If the hedge of a forecasted transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains and losses that were recognized in other comprehensive income are removed from equity and included in the initial cost of the non-financial asset or non-financial liability.

The Group discontinues hedge accounting only when the hedging relationship ceases to meet the qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated or exercised. The cumulative gain or loss on the hedging instrument that was previously recognized in other comprehensive income (from the period when the hedge was effective) remains separately in equity until the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the gains or losses accumulated in equity are recognized immediately in profit or loss.

  • 27 -

  • p. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products at the best estimate by the management of the Group of the expenditures required to settle the Group’s obligations.

  • q. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

For contracts where the period between the date on which the Group transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.

  • 1) Revenue from sale of goods

Revenue from sale of goods is recognized when receiving control; that is to say, when the goods are delivered to the customer’s specific location and satisfy its performance, revenue and accounts receivable can be recognized.

  • 2) Revenue from rendering of services

Revenue from rendering of services is recognized when services are rendered.

  • r. Leases

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • 1) The Group as lessor

All leases are classified as operating leases.

Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as costs on a straight-line basis over the lease terms.

When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the Group. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

  • 28 -

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

2018

All leases are classified as operating leases.

1) The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Group as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

  • 3) Leasehold land for own use

When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the Group. The minimum lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of the lease.

  • 29 -

If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

  • s. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

  • t. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and past service cost) and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities represent the actual deficit in the Group’s defined benefit plans.

u. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

  • 30 -

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profit against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred taxes are also recognized in other comprehensive income.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • 31 -

6. CASH AND CASH EQUIVALENTS

Cash
Cash on hand

Checking accounts and demand deposits


Cash equivalents
Time deposits
Repurchase agreements collateralized by bonds


December 31 December 31





2019
$ 2,093

1,979,620


1,981,713

3,760,875

-


3,760,875

$ 5,742,588
2018
$ 4,439

1,870,223

1,874,662

11,104,232

1,450,566

12,554,798
$ 14,429,460

Cash equivalents consist of time deposits and repurchase agreements collateralized by bonds that are highly liquid, readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, and are held for the purpose of meeting short-term cash commitments,

The interest rate intervals of cash in banks and repurchase agreements collateralized by bonds at the end of the reporting period were as follows:

Checking accounts and demand deposits
Time deposits
Repurchase agreements collateralized by bonds
**December 31 **
2019
2018
0.00%-2.14%
0.00%-2.45%
0.60%-3.60%
0.50%-3.95%
-
0.50%-0.60%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds

Derivative financial assets (not under hedge accounting)
Foreign exchange forward contracts


Financial assets-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Domestic unlisted ordinary common shares

Financial liabilities (included in other current liabilities)
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)
Foreign exchange forward contracts
December 31 December 31




2019
$ 339,427

304

$ 339,731

$ 686,413

$ 2,483
2018
$ 567,620

23
$ 567,643
$ 734,341
$ 79
  • 32 -

At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:

December 31, 2019

Notional Amount
Transaction Currency Maturity Date (In Thousands)
Buy USD/NTD 2020.01.06-2020.03.16 USD11,000/$330,810
JPY/NTD 2020.02.25-2020.09.25 JPY600,000/$165,910
Sell RMB/USD 2020.01.13 RMB14,022/USD$2,000
December 31, 2018
Notional Amount
Transaction Currency Maturity Date (In Thousands)
Buy USD/NTD 2019.01.04-2019.01.22 USD5,000/$153,480

The Group entered into foreign exchange forward contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities.

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments at FVTOCI
Domestic investments
Listed shares

Unlisted shares

Foreign investments
Unlisted shares

**December 31 ** **December 31 **



2019
$ 29,083

25,395

54,478
152,864

$ 207,342
2018
$ 18,673

24,045
42,718

184,678
$ 227,396

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

In June 2018, after the Group acquired an additional 15% interest in Yue Ki Industrial, the shareholding ratio increased to 15.08% and one of the seats in the board of directors was obtained by the Corporation. This transaction was deemed as the Group’s disposal of financial assets at fair value through other comprehensive income and acquisition of investments accounted for using the equity method at market value on the day the Group began exercising significant influence over Yue Ki Industrial. The Group reclassified a gain of $507 thousand from other equity to retained earnings when the Group began exercising significant influence over Yue Ki Industrial.

For the year ended December 31 2018, the Group disposed of part of its unlisted shares which had a fair value of $12,603 thousand and the Group transferred a gain of $361 thousand from other equity to retained earnings.

  • 33 -

Dividends of $675 thousand and $1,636 thousand were recognized during 2019 and 2018, respectively. Those dividends are all related to investments held at the end of the reporting period.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Principal guaranteed notes

Less: Allowance for impairment loss


Non-current
Bonds

Preference shares

Less: Allowance for impairment loss

December 31 December 31






2019
$ 8,610

(54)

$ 8,556

$ 801,389

9,900

811,289
(34,816)

$ 776,473
2018
$ 105,015

(656)
$ 104,359
$ 820,015

9,900
829,915

(5,210)
$ 824,705
  • a. The coupon rates of principal guaranteed notes were ranged from 3.00% and 3.03%-3.07% per annum as of December 31, 2019 and 2018, respectively.

  • b. The range of coupon rates of bonds were ranged from 0.86%-4.34% and 0.86%-4.80% per annum as of December 31, 2019 and 2018, respectively.

  • c. The coupon rate of the preference shares was 1.50% per annum as of December 31, 2019 and 2018, respectively.

  • d. Refer to Note 10 for information relating to their credit risk management and impairment.

10. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUMENTS - 2019

Investments in debt instruments were classified as at amortized cost.

Gross carrying amount

Less: Allowance for impairment loss

Amortized cost
**December 31 ** **December 31 **


2019
$ 819,899

(34,870)

$ 785,029
2018
$ 934,930

(5,866)
$ 929,064

The Group only invests in debt instruments that have higher credit ratings and low credit risk after impairment assessment. The credit ratings are provided by independent rating agencies. The Group’s exposures and its external credit ratings are continuously monitored. The Group reviews changes in bond yields and other public information of debtors to evaluate whether there has been a significant increase in the credit risk since initial recognition.

  • 34 -

The Group considers the historical default rates of each credit rating supplied by external rating agencies, the current financial condition of debtors, and industry forecast to estimate 12-month or lifetime expected credit losses. The Group’s current credit risk grading framework comprises the following categories:

Basis for Recognizing Expected Basis for Recognizing Expected
Credit Rating Description Credit Losses
Performing
The counterparty has a low risk of default and a 12-month ECL
strong capacity to meet contractual cash flows
No rating
The preference shares and bonds do not have Lifetime ECL - not credit-impaired
credit rating
The gross carrying amounts of debt instrument investments by credit category and the corresponding
expected loss rates were as follows:
December 31, 2019
Gross Carrying
Amount
At Amortized
Credit Rating Expected Credit Loss Rate Cost
Performing 0.0769%-0.6221% $ 659,999
No rating 20.6080% 159,900
December 31, 2018
Gross Carrying
Amount
At Amortized
Credit Rating Expected Credit Loss Rate Cost
Performing 0.0769%-0.6221% $ 925,030
No rating 32.4908% 9,900

The gross carrying amounts of debt instrument investments by credit category and the corresponding expected loss rates were as follows:

Performing No rating

The movements of the allowance for impairment loss of investments in debt instruments at amortized cost were as follows:

Balance at January 1, 2019
Financial assets purchased (a)
Derecognition (b)
Change in model or risk parameters (c)
Change in exchange rates or others
Balance at December 31, 2019
Balance at January 1, 2018
Financial assets purchased (a)
Derecognition (b)
Change in exchange rates or others
Balance at December 31, 2018
Credit Rating
Performing
(12-month
ECL)
No Rating
(Lifetime ECL -
Not Credit-
impaired)
$ 2,650
$ 3,216
14,616
-
(15,346)
-
-
30,912

(2)

(1,176)
$ 1,918
$ 32,952
$ 5,572
$ 3,932
6,984
-
(10,063)
-

157

(716)
$ 2,650
$ 3,216
  • 35 -

  • a. During 2019, the Group purchased principal guaranteed notes of $2,349,473 thousand and correspondingly increased the loss allowance for investments rated as performing of $14,616 thousand. During 2018, the Group purchased principal guaranteed notes of $1,110,257 thousand and bonds of $100,000 thousand and correspondingly increased the loss allowance for investments as performing of $6,984 thousand.

  • b. Investments in principal guaranteed notes of $2,445,180 thousand and bonds of $175,460 thousand were expired and redeemed during 2019, with consequential reduction in the loss allowance for investments rated as performing of $15,346 thousand; and investments in negotiable certificates of deposit of $700,000 thousand, principle guaranteed notes of $1,579,440 thousand and bonds of $309,203 thousand were expired and redeemed during 2018, with consequential reduction in the loss allowance for investments rated as performing of $10,063 thousand.

  • c. As the Group disposed of its subsidiary, Gatetech Technology, in November 2019, the Group assessed the lifetime ECLs of its debt investments held in Gatetech Technology and correspondingly increased the expected credit losses by $30,912 thousand.

11. FINANCIAL INSTRUMENTS FOR HEDGING

Financial assets
Cash flow hedges - spot rate

Cash flow hedges - foreign exchange forward contracts


Financial liabilities (included in other current liabilities)
Cash flow hedges - foreign exchange forward contracts
**December 31 ** **December 31 **



2019
$ 1,137,902

440

$ 1,138,342

$ 6,884
2018
$ 743,303

-
$ 743,303
$ -

The Group’s hedging strategy is to enter into foreign exchange forward contracts and to buy foreign currency banknote at the spot rate to avoid exchange rate exposure from its foreign currency receipts and payments and to manage exchange rate exposure of its forecasted foreign currency purchases. Those transactions are designated as cash flow hedges. The hedging effects are adjusted to the carrying amounts of non-financial hedging items when the forecasted purchases take place.

For the hedges of highly probable forecasted purchases, the critical terms (i.e., notional amount, duration and underlying) of the foreign exchange forward contracts are corresponded to their hedged items. The Group performs a qualitative assessment and expects that the value of the foreign exchange forward contracts and the corresponding hedged items will be systematically changed in the opposite direction when the underlying exchange rate changes.

The source of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group’s own credit risk on the fair value of the foreign exchange forward contracts and foreign currency banknote, which is not reflected in the fair value of the hedged item attributable to changes in foreign exchange rates. No other sources of ineffectiveness is expected to emerge from these hedging relationships.

During 2019 and 2018, hedging instruments at fair value and transferred to initial carrying amount of hedged items are detailed in Note 23(e).

  • 36 -

The following tables summarize the information relating to the hedges of foreign currency risk.

December 31, 2019

Notional Amount
Forward Rate
Hedging Instruments
Currency
(In Thousands)
Maturity
(Note)
Line Item
Cash flow hedge
Forecast purchases -
spot rate
JPY/NTD
JPY4,122,832/NTD1,155,466
2020.02.25-
2020.12.15
0.2758-0.2828
Financial assets
for hedging

Forecast purchases -
foreign exchange
forward contracts
JPY/NTD
JPY1,664,000/NTD464,661
2020.01.15-
2020.11.16
0.2752-0.2815
Other current
liabilities
Forecast purchases -
foreign exchange
forward contracts
USD/NTD USD4,000/NTD120,415
2020.01.13
30.1000-30.1050
(USD1:NTD)
Other current
liabilities
Forecast purchases -
foreign exchange
forward contracts
RMB/USD RMB28,005/USD4,000
2020.01.13
6.9980-7.0110
(USD1:RMB)
Financial assets
for hedging

Carrying A mount

Liabilities

$ -

(6333 )
(551 )

-

$ (6,884)
Change in
Value Used for
Calculating
Hedge
Ineffectiveness
$ (14,051 )
(5,066 )
(441 )

352
$ (19,206)


Asset
$ 1,137,902

-
-

440

$ 1,138,342

Note: JPY1:NTD, unless stated otherwise.

Hedged Item
Cash flow hedges
Forecast purchases
December 31, 2018
Notional Amount
Forward Rat
Hedging Instruments
Currency
(In Thousands)
Maturity
(JPY1:NTD)
Cash flow hedge
Forecast purchases - spot
rate
JPY/NTD
JPY2,671,828/NTD717,056
2019.01.15-
2019.06.30
0.2679-0.2706
Hedged Item
Cash flow hedges
Forecast purchases

Comprehensive Income Impact
Cash flow hedges
Forecast purchases
Change in
Value Used for
Calculating
Accumulated
Gains or Losses
on Hedging
Instruments in
Other Equity
Hedge
Ineffectiveness
Continuing
Hedges
$ 19,206
$ (19,206)
e
Carrying
Amount
Change in
Value Used for
Calculating
Hedge
Line Item
Asset
Ineffectiveness
Financial assets
for hedging
$ 743,303
$ 20,997
Change in
Value Used for
Calculating
Balance in
Other Equity
Hedge
Ineffectiveness
Continuing
Hedges
$ (20,997)
$ 20,997
Hedging Gains Recognized in
**OCI **
Change in
Value Used for
Calculating
Accumulated
Gains or Losses
on Hedging
Instruments in
Other Equity
Hedge
Ineffectiveness
Continuing
Hedges
$ 19,206
$ (19,206)
e
Carrying
Amount
Change in
Value Used for
Calculating
Hedge
Line Item
Asset
Ineffectiveness
Financial assets
for hedging
$ 743,303
$ 20,997
Change in
Value Used for
Calculating
Balance in
Other Equity
Hedge
Ineffectiveness
Continuing
Hedges
$ (20,997)
$ 20,997
Hedging Gains Recognized in
**OCI **
Change in
Value Used for
Calculating
Accumulated
Gains or Losses
on Hedging
Instruments in
Other Equity
Hedge
Ineffectiveness
Continuing
Hedges
$ 19,206
$ (19,206)
e
Carrying
Amount
Change in
Value Used for
Calculating
Hedge
Line Item
Asset
Ineffectiveness
Financial assets
for hedging
$ 743,303
$ 20,997
Change in
Value Used for
Calculating
Balance in
Other Equity
Hedge
Ineffectiveness
Continuing
Hedges
$ (20,997)
$ 20,997
Hedging Gains Recognized in
**OCI **
For the Year Ended December 31
2019
$ 1,898
2018
$ 40,663
  • 37 -

The Group had signed component purchasing contracts with the suppliers in Japan and China, and also signed foreign exchange forward contracts with the banks and purchased foreign currency banknotes at the spot rate to avoid exchange rate risk associated with its forecasted purchases. When the forecasted purchases take place, the amount originally deferred and recognized in equity will be reclassified to the carrying amount of the materials purchased.

12. NOTES AND ACCOUNTS RECEIVABLE, NET

At amortized cost
Notes and accounts receivable

Less: Allowance for impairment loss

December 31 December 31


2019
$ 1,206,811

(16,348)

$ 1,190,463
2018
$ 1,197,225

(19,771)
$ 1,177,454

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The aging of receivables was as follows:

0 days

1-60 days
61-90 days
More than 90 days

Gross carrying amount
Loss allowance (Lifetime ECL)

Amortized cost
December 31 December 31



2019
$ 1,154,739

23,190
1,233
27,649

1,206,811
(16,348)

$ 1,190,463
2018
$ 1,146,617
29,254
11,971

9,383
1,197,225

(19,771)
$ 1,177,454

The movements of the loss allowance of notes receivable and accounts receivable were as follows:


Balance at January 1
Add: Net remeasurement of loss allowance
Less: Net reversal of loss allowance
Disposal of subsidiaries
Foreign exchange gains and losses
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 19,771

-
(3,127)
(86)

(210)

$ 16,348
2018
$ 6,788
13,051
-
-

(68)
$ 19,771
  • 38 -

13. INVENTORIES

Merchandise

Finished goods
Work in progress
Raw materials
Materials in transit

December 31 December 31


2019
$ 121,436

1,975,823
317,658
2,038,601
164,143

$ 4,617,661
2018
$ 196,059
1,453,757
374,472
1,759,515

286,461
$ 4,070,264

The costs of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were $26,072,063 thousand and $27,789,296 thousand, respectively. The costs of goods sold for the year ended December 31, 2019 included inventory write-downs of $33,676 thousand.

14. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

The Group had a 43.87% interest in Kian Shen as of December 31, 2019 and 2018. The remaining 56.13% interest in Kian Shen is dispersed and held by shareholders unrelated to the Group.

Refer to Table 7 for the information on the place of incorporation and principal place of business.

The summarized financial information below represents amounts before intragroup eliminations of Kian Shen and Kian Shen’s subsidiaries:

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of Kian Shen

Non-controlling interests of Kian Shen



Revenue

Profit for the year

Other comprehensive loss for the year

Total comprehensive income for the year
**December 31 ** **December 31 **
2019
2018
$ 1,041,592
$ 836,938
3,998,786
4,140,669
(592,399)
(685,896)

(339,243)

(178,573)
$ 4,108,736
$ 4,113,138
$ 1,802,502
$ 1,804,434

2,306,234

2,308,704
$ 4,108,736
$ 4,113,138
**For the Year Ended December 31 **



2019
$ 1,242,120

$ 289,942

(162,224)

$ 127,718
2018
$ 1,337,755
$ 453,196

(129,075)
$ 324,121
(Continued)
  • 39 -

Profit attributable to:
Owners of Kian Shen

Non-controlling interests of Kian Shen


Total comprehensive income attributable to:
Owners of Kian Shen

Non-controlling interests of Kian Shen


Net cash outflow from:
Operating activities

Investing activities
Financing activities
Foreign exchange adjustments

Net cash outflow

Dividends paid to non-controlling interests
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **









2019
$ 127,198

162,744

$ 289,942

$ 56,030

71,688

$ 127,718

$ (78,244)
36,807
(96,951)
(71)

$ (138,459)

$ 74,158
2018
$ 198,817

254,379
$ 453,196
$ 142,192

181,929
$ 324,121
$ (53,507)
257,104

(212,160)

(2,464)
$ (11,027)
$ 98,877
(Concluded)

15. NON-CURRENT ASSETS HELD FOR SALE

Investments accounted for using the equity method classified as held
for sale

Equity directly associated with non-current assets classified as held
for sale
**December 31 ** **December 31 **

2019
$ 148,023

$ (7,538)
2018
$ 148,023
$ (7,538)

In August 2018, the Group entered into a contract for the transfer of shares of Zhejiang Kanda with a non-related party, and collected the contract price in installment.

16. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates

Investments in joint ventures

**December 31 ** **December 31 **


2019
$ 15,586,288
7,762,637

$ 23,348,925
2018
$ 20,979,597
8,127,177
$ 29,106,774
  • 40 -

a. Investments in associates

Associate
Material associates
Yulon

Associates that are not individually material

December 31 December 31


2019
$ 7,110,438

8,475,850

$ 15,586,288
2018
$ 11,479,604

9,499,993
$ 20,979,597

1) Material associates

The Group held 16.80% interest in Yulon on December 31, 2019 and 2018, respectively.

The Group exercises significant influence over Yulon and applies the equity method of accounting because the Group and Yulon share the same president of the board even though the Group holds less than 20% interest in Yulon.

The share of profit or loss and other comprehensive income of the associates accounted for using the equity method was recognized based on the associates’ financial statements which have been audited for the same years.

Refer to Table 7 for the nature of activities, principal places of business and countries of incorporation of the aforementioned associates.

Fair values (Level 1) of investments in associates with available published price quotations are summarized as follows:

Name of Associate
Yulon
December 31 December 31
2019
$ 5,126,561
2018
$ 4,772,553

As Yulon adjusted the organizational structure of its Group by carrying out a business combination of entities under common control, the consolidated financial statements of Yulon and its subsidiaries for the year ended December 31, 2018 were restated.

The summarized financial information below represents amounts shown in the associates’ consolidated financial statements prepared in accordance with IFRSs, and reflects the adjustments made when the equity method of accounting was applied.

Yulon

Current assets

Non-current assets
Current liabilities

Non-current liabilities

Equity
**December 31 ** **December 31 **


2019
$ 231,944,241
81,947,302
(230,116,188)
(26,694,204)

57,081,151
2018
(Restated)
$ 221,698,791

98,161,768
(207,661,949)
(27,774,636)

84,423,974
(Continued)
  • 41 -
Equity attributable to predecessors’ interests under common
control

Non-controlling interests


Proportion of the Group’s ownership
Equity attributable to the Group

Cross-shareholdings
Unrealized gain on sidestream transactions

Carrying amount


Operating revenue

Net profit (loss) for the year

Other comprehensive loss

Total comprehensive income (loss) for the year

Dividends received from Yulon
**December 31 ** **December 31 **
2019
2018
(Restated)
$ - $ (564,712)

(11,244,743)

(12,122,134)
$ 45,836,408
$ 71,737,128
16.80%
16.80%
$ 7,700,516 $ 12,051,837
(590,078)
(575,518)

-

3,285
$ 7,110,438
$ 11,479,604
(Concluded)
**For the Year Ended December 31 **




2019
$ 85,800,574

$ (24,533,477)

(304,732)

$ (24,838,209)

$ 175,693
2018
(Restated)
$ 88,115,701
$ 3,847,036

(687,796)
$ 3,159,240
$ 152,092

2) Aggregate information of associates that are not individually material


The Group’s share of:
Net profit (loss) for the year

Other comprehensive loss

Total comprehensive income (loss) for the year
**For the Year Ended ** **For the Year Ended ** **December 31 **


2019
$ (358,800)

69,661

$ (289,139)
2018
$ 677,242

(40,318)
$ 636,924

All the associates are accounted for using the equity method.

In June 2018, the Group injected capital of $35,178 thousand and acquired 8% interest of Uni-Calsonic Corporation, which led to an increase in its shareholding from 23.2% to 31.2%.

In June 2018, the Group acquired 29% of interests in Fujian Spicer and Tai-Ya Investment in the amounts of $329,134 thousand (RMB71,660 thousand) and $79,505 thousand (RMB17,310 thousand) from Taiguang Investment and ROC-Spicer Investment, which were the subsidiaries of ROC-Spicer, and thus the Group exercised significant influence over Fujian Spicer and Tai-Ya Investment.

  • 42 -

In January 2019, the Group disposed of 20.01% interest in Sin Jang to Sin Gan and recognized a gain on disposal of the investment amounting to $1,347 thousand (calculated as the disposal price of $103,475 thousand less the carrying amount of the disposed of equity investments of $102,206 thousand and the exchange differences on translating the financial statements of foreign operations of $78 thousand).

In March 2019, the Group disposed of 24.67% interest in Sin Gan to Taiwan Acceptance and recognized a loss on disposal of the investment amounting to $1,862 thousand (calculated as the disposal price of $105,824 thousand less the carrying amount of the disposed of equity investments of $105,860 thousand and exchange differences on translating the financial statements of foreign operations of $(1,826) thousand).

In June 2019, the Group disposed of 43.85% interest in Yulon IT to Yulon and recognized a loss on disposal of the investment amounting to $1,100 thousand (calculated as the disposal price of $17,860 thousand less the carrying amount of the disposed of equity investments of $18,960 thousand).

Investments in associates that are not individually material are accounted for using the equity method although the Group holds less than 20% interest because the Group exercises significant influence on their major transactions or shares the same president of the board of directors.

The share of profit or loss and other comprehensive income of these associates accounted for using the equity method was based on the associates’ financial statements which have been audited for the same years.

  • b. Investments in joint ventures
Joint ventures that are not individually material
December 31 December 31
2019
$ 7,762,637
2018
$ 8,127,177

Aggregate information of joint ventures that are not individually material:


The Group’s share of:
Net profit of the year

Other comprehensive loss

Total comprehensive income for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 803,549

(297,180)

$ 506,369
2018
$ 1,410,901

(162,880)
$ 1,248,021

All the joint ventures are accounted for using the equity method.

Hangzhou King-Long Kian-Shen Co., Ltd., which was the subsidiary of the Group’s joint venture, Xiamen King-Long Kian-Shen Frame, had discontinued operations before June 30, 2018, after approval was obtained from its board of directors on May 22, 2018. The future operational transformation is under discussion. The board of directors of Hangzhou King-Long Kian-Shen Co., Ltd. approved to rent its plant and equipment to Xiamen King-Long Kian-Shen Frame on September 11, 2018.

The share of profit or loss and other comprehensive income of these joint ventures accounted for using the equity method was based on the joint ventures’ financial statements which have been audited for the same years.

  • 43 -

17. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance at January 1, 2018
Additions
Disposals
Reclassifications
Effect of foreign currency
exchange differences

Balance at December 31,
2018


Accumulated depreciation
and impairment

Balance at January 1, 2018
Disposals
Depreciation expenses
Reclassifications
Impairment losses
Effect of foreign currency
exchange differences
Balance at December 31,
2018
Carrying amounts at
December 31, 2018


Cost

Balance at January 1, 2019
Additions
Disposals
Reclassifications
Disposal of subsidiaries
Effect of foreign currency
exchange differences

Balance at December 31,
2019


Accumulated depreciation
and impairment

Balance at January 1, 2019
Disposals
Depreciation expenses
Reclassifications
Impairment losses
Disposal of subsidiaries
Effect of foreign currency
exchange differences
Balance at December 31,
2019
Carrying amounts at
December 31, 2019
Land

$ 2,127,397
-
-
-

-

$ 2,127,397




$ 2,127,397

$ 2,127,397
-
-
-
(152,623 )

-

$ 1,974,774




$ 1,974,774
Land
Improvements
$ 114,673

-

-

9,672

-

$ 124,345

$ 101,992
-
3,389
5,346
-

-

$ 110,727

$ 13,618

$ 124,345

-

-

2,083

-

-

$ 126,428

$ 110,727
-
2,255
-
-
-

-

$ 112,982

$ 13,446
Buildings
$ 4,950,846

1,149

(448 )

40,147

(8,468)

$ 4,983,226

$ 3,840,607

(448 )

139,620

(5,346 )

-

(3,008)

$ 3,971,425

$ 1,011,801

$ 4,983,226

1,105

(16,964 )

151,760

(334,660 )

(15,205)

$ 4,769,262

$ 3,971,425

(16,867 )

117,362

(106 )

-

(158,287 )

(6,112)

$ 3,907,415

$ 861,847
Machinery
$ 24,501,622

4,285

(375,018 )

606,691

(7,947)

$ 24,729,633

$ 22,189,274

(369,813 )

737,192

-

148,360

(5,972)

$ 22,699,041

$ 2,030,592

$ 24,729,633

109,015

(1,279,309 )

996,820

(441,753 )

(14,640)

$ 24,099,766

$ 22,699,041

(1,276,555 )

712,984

2,810

51,740

(342,454 )

(11,315)

$ 21,836,251

$ 2,263,515
Other
Equipment

$ 1,879,272

50,971

(228,854 )

90,198

(1,007)

$ 1,790,580

$ 1,478,554

(177,423 )

82,339

-

-

(625)

$ 1,382,845

$ 407,735

$ 1,790,580

51,180

(159,297 )

70,384

(41,875 )

(1,381)

$ 1,709,591

$ 1,382,845

(132,855 )

87,179

(2,810 )

90

(32,179 )

(1,011)

$ 1,301,259

$ 408,332
Construction in
Progress
$ 579,660

964,063

-

(746,708 )

(11)

$ 797,004

$ -

-

-

-

-

-

$ -

$ 797,004

$ 797,004

1,328,010

(4,419 )

(1,221,318 )

(1,900 )

(37)

$ 897,340

$ -

-

-

-

-

-

-

$ -

$ 897,340
Total
$ 34,153,470

1,020,468

(604,320 )

-

(17,433)
$ 34,552,185
$ 27,610,427

(547,684 )

962,540

-

148,360

(9,605)
$ 28,164,038
$ 6,388,147
$ 34,552,185

1,489,310

(1,459,989 )

(271 )

(972,811 )

(31,263)
$ 33,577,161
$ 28,164,038

(1,426,277 )

919,780

(106 )

51,830

(532,920 )

(18,438)
$ 27,157,907
$ 6,419,254

All the property, plant and equipment of the Group were for own use.

As a result of the declining sales in the market for several types of vehicles, the estimated future cash flows expected to arise from related equipment had decreased. Thus, the Group recognized impairment losses of $51,830 thousand and $148,360 thousand for the years ended December 31, 2019 and 2018, respectively. The Group determined the recoverable amount of the relevant assets on the basis of their value in use. The discount rates used in measuring value in use were 3.47%-4.44% and 6.047%-6.69% per annum, respectively.

  • 44 -

Except for tooling (included in machinery), which is depreciated on an expected production quantity basis, the above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Category
Land improvements
Buildings
Machinery
Other equipment
**Year **
3-20 years
2-60 years
2-24 years
2-20 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 32.

18. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
December 31, December 31,
2019
Carrying amounts
Land $
82,312
Buildings 352,877
Other equipment 7,732
$ 442,921
For the Year
Ended
December 31,
2019
Additions to right-of-use assets $
22,249
Depreciation charge for right-of-use assets
Land $
29,853
Buildings 66,868
Other equipment 6,655
$ 103,376
Lease liabilities - 2019
December 31,
2019
Carrying amounts
Current $
88,697
Non-current $ 359,836
  • b. Lease liabilities - 2019

  • 45 -

Range of discount rate for lease liabilities was as follows:

December 31,
2019
Land 1.20%-1.94%
Buildings 1.20%-4.35%
Other equipment 0.98%-1.37%

c. Material lease-in activities and terms

The Group leases land and buildings for the use of plants, and offices with lease terms of 2 to 10 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

  • d. Other lease information
2019
For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $
20,121
Expenses relating to low-value asset leases $
2,688
Total cash outflow for leases $ 132,901

The Group leases certain equipment which qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

December 31,
2018
Not later than 1 year $ 110,157
Later than 1 year and not later than 5 years 330,544
Later than 5 years
154,897
$ 595,598

Lease arrangements under operating lease for the leasing out of investment properties are set out in Note 19.

  • 46 -

19. INVESTMENT PROPERTIES

Cost
Balance at January 1, 2018 and December 31, 2018

Accumulated depreciation and impairment
Balance at January 1, 2018

Depreciation expenses

Balance at December 31, 2018

Carrying amount at December 31, 2018

Cost
Balance at January 1, 2019

Reclassification

Balance at December 31, 2019

Accumulated depreciation and impairment
Balance at January 1, 2019

Reclassification
Depreciation expenses

Balance at December 31, 2019

Carrying amount at December 31, 2019
$ 1,820,887
$ 425,399

15,486
$ 440,885
$ 1,380,002
$ 1,820,887

271
$ 1,821,158
$ 440,885
106

14,118
$ 455,109
$ 1,366,049

The investment properties held by the Group are depreciated over their estimated 10 to 60 years of useful lives, using the straight-line method.

The fair values of investment properties of the Group were $2,388,593 thousand and $2,414,732 thousand as of December 31, 2019 and 2018, respectively.

Investment properties as of December 31, 2019 were appraised by the Group’s management using the valuation model in which other market participants frequently used. The valuation from management was arrived at by reference to market evidence of transaction prices for similar properties. In 2018, except for some of the Group’s investment properties which were appraised by an independent valuer on the balance sheet date, the remaining investment properties were appraised by the Group’s management using the valuation model in which other market participants frequently used. The valuation from management was arrived at by reference to market evidence of transaction prices for similar properties. The independent valuer’s valuation was based on the weighted-average cost analysis and revenue method and the assumptions used in 2018 include a discount rate of 3.04% and a capitalization rate of 2.24%.

The investment properties were leased out for 2 to 10 years, with an option to extend the lease periods. The lease contracts contain market review clauses in the event that the lessees exercise their options to extend. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

  • 47 -

The maturity analysis of lease payments receivable from the leasing of investment properties under operating leases as of December 30, 2019 was as follows:

December 31, December 31,
2019
Year 1 $ 69,039
Year 2 59,481
Year 3 49,816
Year 4 17,979
Year 5 13,920
Later than 5 years 13,920
$ 224,155

The future minimum lease payments of non-cancellable operating lease commitments as of December 31, 2018 are as follows:

December 31, December 31,
2018
Not later than 1 year $ 62,568
Later than 1 year and not later than 5 years 125,360
Later than 5 years -
$ 187,928

The Group has freehold interests in all of its investment properties. The investment properties pledged as deposits for certain projects are set out in Note 32.

20. BORROWINGS

  • a. Short-term borrowings
Line of credit borrowings

Bank loans

**December 31 ** **December 31 **


2019
$ 615,000

-

$ 615,000
2018
$ 340,000

305,000
$ 645,000
  • 1) The ranges of interest rate on credit borrowings were 0.95%-1.00% and 0.95%-0.98% per annum as of December 31, 2019 and 2018, respectively.

  • 2) The interest rate on bank loans was 1.18% per annum as of December 31, 2018.

  • 48 -

b. Long-term borrowings

December 31,
2019
Unsecured borrowings
Line of credit borrowings $ 50,000
Less: Current portions
(6,250)
Long-term borrowings $ 43,750

The aforementioned long-term borrowings are repayable in installments at varying amounts from October 15, 2020 to July 15, 2022. The Group had signed medium-term loan contracts with banks with non-revolving credit facilities. As of December 31, 2019, the annual interest rate was 0.975%; the maturity date of $20,000 thousand of the loan amount is July 31, 2022, while the maturity date of the remaining loan amount of $30,000 thousand is October 3, 2022.

21. OTHER PAYABLES

Payable for salaries or bonuses

Payable for taxes
Payable for warranties
Provisions for employee benefits
Payable for advertisement
Others

**December 31 ** **December 31 **


2019
$ 988,243

222,322
208,694
137,121
126,738
743,572

$ 2,426,690
2018
$ 1,149,478
191,369
263,952
153,296
197,919

761,051
$ 2,717,065

22. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation and Kian Shen, China Engine, Advance Power Machinery, Sino Diamond Motors, Brilliant Insight International, COC, Y.M. Hi-Tech, Gatetech Technology and Ling Wei of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in China are members of a state-managed retirement benefit plan operated by the government of China. The subsidiary is required to contribute a specified percentage of payroll costs per month to the retirement benefit scheme to fund the benefits.

  • 49 -

b. Defined benefit plans

The defined benefit plan adopted by the Corporation and Kian Shen, China Engine, Sino Diamond Motors, COC, Y.M. Hi-Tech and Gatetech Technology of the Group in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Group contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the “Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
**December 31 ** **December 31 **


2019
$ 2,436,206

(1,700,806)

$ 735,400
2018
$ 2,578,708
(1,668,380)
$ 910,328

Movements in net defined benefit liabilities were as follows:

Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2018
$ 2,532,411
$ (1,391,714)

Service cost
Current service cost
46,309
-
Past service cost
47,004
-
Net interest expense (income)

31,754

(17,673)

Recognized in profit or loss

125,067

(17,673)

Remeasurement
Return on plan assets
-
(37,943)
Actuarial (gain) loss
Changes in demographic assumptions
3,599
-
Changes in financial assumptions
34,615
-
Experience adjustments

(4,184)

-

Recognized in other comprehensive income
(loss)

34,030

(37,943)

Contributions from the employer
-
(293,274)
Benefits paid
(72,224)
72,224
Portion of benefits paid by the Corporation

(40,576)

-

Balance at December 31, 2018

2,578,708
(1,668,380)
Net Defined
Benefit
Liabilities
$ 1,140,697
46,309
47,004

14,081

107,394

(37,943)
3,599
34,615

(4,184)

(3,913)

(293,274)
-

(40,576)

910,328
(Continued)
  • 50 -
Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Service cost
Current service cost
$ 40,507
$ -

Past service cost
43,118
-
Net interest expense (income)

28,381

(18,522)

Recognized in profit or loss

112,006

(18,522)

Remeasurement
Return on plan assets
-
(55,335)
Actuarial (gain) loss
Changes in demographic assumptions
565
-
Changes in financial assumptions
86,335
-
Experience adjustments

(20,419)

-

Recognized in other comprehensive income
(loss)

66,481

(55,335)

Contributions from the employer
-
(184,023)
Benefits paid
(214,650)
214,650
Portion of benefits paid by the Corporation
(84,647)
-
Disposal of subsidiaries

(21,692)

10,804

Balance at December 31, 2019
$ 2,436,206
$ (1,700,806)
Net Defined
Benefit
Liabilities
$ 40,507
43,118

9,859

93,484

(55,335)
565
86,335

(20,419)

11,146

(184,023)
-
(84,647)

(10,888)
$ 735,400
(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:


Operating costs

Selling and marketing expenses
General and administrative expenses
Research and development expenses

For the Year Ended For the Year Ended December 31


2019
$ 54,077

5,989
10,961
22,010

$ 93,037
2018
$ 61,847
3,491
13,088

28,388
$ 106,814

The disbursement amounts of defined benefit plans of associates were $447 thousand and $580 thousand in 2019 and 2018, respectively.

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 51 -

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
**December 31 **
2019
2018
0.75%-1.1%
0.875%-1.2%
1.25%-2.5%
1%-2.5%

If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
0.25% increase
0.25% decrease
**December ** **31 **



2019
$ (61,242)

$ 63,520

$ 62,062

$ (60,141)
2018
$ (66,703)
$ 69,259
$ 67,910
$ (65,730)

The sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year

Average duration of the defined benefit obligation
**December 31 **
2019
2018
$ 124,423
$ 197,784
8.2-13 years
8.5-15.7 years

23. EQUITY

  • a. Share capital

1) Ordinary shares

Numbers of shares authorized (in thousands)

Amount of shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2019

1,800,000

$ 18,000,000


553,620

$ 5,536,203
2018

1,800,000
$ 18,000,000

1,384,051
$ 13,840,508
  • 52 -

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and a right to dividends.

2) Capital reduction in cash

For the purposes of adjusting its capital structure and enhancing the return on shareholders’ equity, the Corporation resolved in its board of directors’ meeting on March 27, 2019 and subsequently in the shareholders’ meeting in June 2019 to implement a capital reduction in cash through the return of share proceeds to shareholders. The total capital reduction amounted to $8,304,305 thousand, which represented the cancellation of 830,431 thousand shares (capital reduction ratio was 60%). After the capital reduction, the amount of paid-in capital was $5,536,203 thousand. The capital reduction was approved by the FSC on July 23, 2019. In addition, the record date of the capital reduction, which was set as August 8, 2019, had been approved by the board of directors in August 2019 and the change in registration was completed on August 19, 2019.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note 1)
Conversion of bonds

Issuance of ordinary shares
Others
May be used to offset a deficit only
Changes in percentage of ownership interest in subsidiaries
(Note 2)
Share of changes in capital surplus of associates

December 31 December 31


2019
$ 5,183,923

1,184,920
4,666
2,225
38,384

$ 6,414,118
2018
$ 5,183,923
1,184,920
4,666
2,225

27,899
$ 6,403,633
  • Note 1: Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

  • Note 2: Such capital surplus arises from the effect of changes in ownership interest in a subsidiary resulting from equity transactions other than actual disposal or acquisition, or from changes in capital surplus subsidiaries accounted for using equity method.

  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for offsetting losses of previous years and paying taxes, then for setting aside as legal reserve 10% of the remaining profit. If there is remaining profit, the profit shall be utilized for setting aside a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution. For the policies on distribution of employees’ compensation and remuneration of directors, refer to Note 25.

  • 53 -

The operating environment of the Corporation is considered as a mature and steady industry. In determining dividend amounts, the Corporation takes its future capital expenditures and related factors into account and also seeks to uphold the shareholders’ interests while realizing the Corporation’s long-term financial plan. Dividends are distributed at no less than 40% of profits after tax, but dividends cannot be distributed if the Corporation has deficit. Dividends are paid in the form of cash or stock. The Corporation’s policy is that cash dividends should be at least 20% of total dividends.

An appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reserved from a special reserve by the Corporation.

The appropriations of earnings for 2018 and 2017 approved in the shareholders’ meetings in June 2019 and 2018, respectively, were as follows:

Legal reserve

Cash dividends
Appropriation of Earnings
For
For
Year 2018
Year 2017

$ 359,300
$ 410,564
2,352,886
2,491,292
Dividends Per Share
(NT$)
For
For
Year 2018 Year 2017
$ 1.7
$ 1.8

Information on the appropriation of earnings in the shareholders’ meetings is available on the Market Observation Post System website of the Taiwan Stock Exchange.

The Corporation proposed to not distribute any dividends due to the net loss incurred in 2019.

The appropriations of earnings for 2019, which were proposed in the board of directors’ meeting on March 26, 2020, are subject to the resolution of the shareholders in their meeting to be held in June 2020.

  • d. Special reserves

Balance at January 1

Reversals
Disposal of subsidiaries and associates
Disposal of property, plant and equipment

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 1,046,967

(17,308)
(5)

$ 1,029,654
2018
$ 1,051,658

(4,691)

-
$ 1,046,967
  • 54 -

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1

Recognized for the year
Exchange differences on translating the financial
statements of foreign operations
Share from associates and join ventures accounted for
using the equity method

Reclassification adjustments
Disposal of associates accounted for using equity method
Disposal of foreign operations

Other comprehensive loss recognized for the year

Reclassified equity that related to non-current assets held for
sale

Balance at December 31
**For the Year Ended ** **For the Year Ended ** **December 31 **






2019
$ (646,278)

(52,779)
(336,745)


1,748
43,401

(344,375)

-

$ (990,653)
2018
$ (485,118)
(33,720)
(134,978)
-

-
(168,698)

7,538
$ (646,278)

2) Unrealized gain on financial assets at FVTOCI


Balance at January 1

Recognized for the year
Unrealized loss - equity instruments
Share from associates accounted for using the equity method
Other comprehensive loss recognized for the year

Cumulative unrealized loss (gain) of equity instruments
transferred to retain earning due to disposal by associates
Cumulative unrealized gain of equity instruments transferred
to retained earnings due to disposal

Balance at December 31
For the Year Ended For the Year Ended December 31




2019
$ 117,177

(13,972)
195,384

181,412

(82,010)
(17)

$ 216,562
2018
$ 273,866
(45,133)
(116,521)
(161,654)
5,111

(146)
$ 117,177
  • 55 -

3) Cash flow hedges


Balance at January 1
Effect of change in tax rate
Recognized for the year
Gain on changes in the fair value of hedging instruments
Foreign currency risk - spot rate
Foreign currency risk - foreign exchange forward
contracts
Share from joint ventures accounted for using the equity
method
Other comprehensive income recognized for the year
Transferred to initial carrying amount of hedged items
Balance at December 31
f. Non-controlling interests

Balance at January 1

Share of profit for the year

Other comprehensive loss recognized for the year
Unrealized loss on financial assets at FVTOCI
Exchange difference on translation the financial statements of
foreign operations
Remeasurement on defined benefit plans
Share of other comprehensive income of associates and joint
ventures accounted for using the equity method

Other comprehensive loss recognized for the year

Disposal of subsidiaries (Note 28)
Cash dividend distributed by subsidiaries

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 20,997
$ (12,253)
-
382
6,673
22,979
(5,155)
9,889

(762)

-

756

33,250
(41,721)

-
$ (19,968)
$ 20,997
For the Year Ended December 31





2019
$ 3,613,814

157,200

(4,419)
(18,140)
11,910
(76,453)

(87,102)

(148,637)
(112,397)

$ 3,422,878
2018
$ 3,550,772

299,043

(28,949)

(4,898)
3,869

(42,786)

(72,764)

-

(163,237)
$ 3,613,814
24. REVENUE

Revenue from contracts with customers
Revenue from sale of goods
Revenue from sale of vehicles

Revenue from sale of components


Service revenue
Rental income
Other revenue
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2019
$ 24,114,164
6,557,235

30,671,399

1,243,630
70,218
82,725
2018
$ 26,262,721
7,227,699
33,490,420

1,221,406

67,065
90,623

$ 32,067,972 $ 34,869,514

  • 56 -

25. NET PROFIT (LOSS)

Net profits (loss) are concluded as follows:

  • a. Depreciation and amortization
For the Year Ended December 31
2019
2018
An analysis of depreciation by function
Operating costs
$ 831,601
$ 825,857
Operating expenses

205,673

152,169
$ 1,037,274
$ 978,026
An analysis of amortization by function
Operating costs
$ 9,847
$ 11,677
Operating expenses

47,228

68,179
$ 57,075
$ 79,856
An analysis of amortization of intangible assets by function
Research and development expenses
$ 57,762
$ 40,591
b. Rental income and operating expenses directly related to investment properties
For the Year Ended December 31
2019
2018
Rental income from investment properties
$ 67,467
$ 65,802
Direct operating expenses from investment properties that
generated rental income
$ 20,543
$ 22,666
c. Employee benefits expense
For the Year Ended December 31
2019
2018
Post-employment benefits
Defined contribution plans
$ 88,643
$ 88,548
Defined benefit plans

93,037

106,814
181,680
195,362
Short-term benefits

3,558,956

3,794,655
$ 3,740,636
$ 3,990,017
An analysis of employee benefits expenses by function
Operating costs
$ 2,032,004
$ 2,121,078
Operating expenses

1,708,632

1,868,939
$ 3,740,636
$ 3,990,017
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 67,467
$ 65,802
$ 20,543
$ 22,666
For the Year Ended December 31






2019
$ 88,643

93,037

181,680
3,558,956

$ 3,740,636

$ 2,032,004

1,708,632

$ 3,740,636
2018
$ 88,548

106,814
195,362

3,794,655
$ 3,990,017
$ 2,121,078

1,868,939
$ 3,990,017
  • 57 -

  • d. Employees’ compensation and remuneration of directors

According to the Articles of Incorporation of the Corporation, the Corporation accrued employees’ compensation and remuneration of directors of at rates of no less than 0.1% and no higher than 0.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. Due to the net loss before income tax for the year ended December 31, 2019, the Corporation did not accrue employees’ compensation and remuneration of directors. The employees’ compensation and remuneration of directors for the year ended December 31, 2018, which were approved by the Corporation’s board of directors in March 2019, are as follows:

Accrual rate

Employees’ compensation
Remuneration of directors
Amount
Employees’ compensation
Remuneration of directors
For the Year
Ended
December 31,
2018
0.85%
0.50%
For the Year
Ended
December 31,
2018
Cash
$ 33,511
19,746

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2018 and 2017.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 58 -

26. INCOME TAXES

  • a. Income tax recognized in profit or loss

Major components of tax expense were as follows:


Current tax
In respect of the current year

Adjustments for the prior years


Deferred tax
In respect of the current year
Adjustments for the prior years
Adjustments to deferred tax attributable to changes in tax rates
and laws


Income tax expense recognized in profit or loss
**For the Year Ended ** **For the Year Ended ** **December 31 **





2019
$ 401,312

(16,140)

385,172

199,951
42,987
-

242,938

$ 628,110
2018
$ 277,104

(90,799)

186,305
207,839
75,278

(50,751)

232,366
$ 418,671

A reconciliation of accounting profit (loss) and income tax expense is as follows:


Profit (loss) before tax from continuing operations

Income tax expense calculated at the statutory rate (20%)

Tax-exempt income
Income tax on unappropriated earnings
Unrecognized deductible temporary differences
Investment credits
Unrecognized loss carryforwards
Effect of different tax rates of group entities operating in other
jurisdictions
Effect of change in tax rate
Adjustments for prior years’ tax
Others

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ (1,680,263)

$ (336,052)
1,015,899
12,012
(22,273)
(84,239)
9,608
2,773
-
26,847
3,535

$ 628,110
2018
$ 4,310,713
$ 862,143
(520,374)
147,499

1,528

(67,833)
35,807
(3,513)
(50,751)
(15,521)

29,686
$ 418,671

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax law in those jurisdictions.

In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. The Group has already deducted the amount of capital expenditure from the unappropriated earnings in 2018 that was reinvested when calculating the tax on unappropriated earnings for the year ended December 2019.

  • 59 -

b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year
Cash flow hedges
Remeasurement of defined benefit plans
Effect of change in tax rate
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ (380)
2,229

-
$ 1,849
2018
$ (7,795)
(908)

7,535
$ (1,168)

c. Current tax assets and liabilities

Current tax assets (included in other current assets)
Tax refund receivable and prepaid income tax

Current tax liabilities
Income tax payable
December 31 December 31

2019
$ 94,452

$ 312,774
2018
$ 70,110
$ 117,081

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities are as follows:

For the year ended December 31, 2019

Deferred tax assets
Temporary differences
Defined benefit plans

Other payables
Inventories
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Investments accounted for
using the equity method
Reserve for land value
increment tax
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 150,971
$ (35,027)
$ 2,229

72,585
(11,911)
-
36,133
1,595
-

26,471

4,980

(5,629)

286,160
(40,363)
(3,400)

50,551

(1,055)

-

$ 336,711
$ (41,418)
$ (3,400)

$ 192,262
$ 202,371
$ -

69,799
-
-

6,100

(851)

(5,249)

$ 268,161
$ 201,520
$ (5,249)
Others
Closing Balance
$ -
$ 118,173
-
60,674
-
37,728

10,431

36,253
10,431
252,828

(48,930)

566
$ (38,499)
$ 253,394
$ 15,848
$ 410,481
-
69,799

-

-
$ 15,848
$ 480,280
  • 60 -

For the year ended December 31, 2018

Deferred tax assets
Temporary differences
Defined benefit plans

Other payables
Inventories
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Investments accounted for
using the equity method
Reserve for land value
increment tax
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 167,008
$ (22,282)
$ 6,245

57,466
15,119
-
33,624
2,509
-

31,497

(2,862)

(2,164)

289,595
(7,516)
4,081

127,406

(76,855)

-

$ 417,001
$ (84,371)
$ 4,081

$ 44,543
$ 147,356
-
69,799
-
-

212

639

5,249

$ 114,554
$ 147,995
$ 5,249
Others
Closing Balance
$ -
$ 150,971
-
72,585
-
36,133

-

26,471
-
286,160

-

50,551
$ -
$ 336,711
363
$ 192,262
-
69,799

-

6,100
$ 363
$ 268,161

e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
Expiry in 2020

Expiry in 2021
Expiry in 2022
Expiry in 2023
Expiry in 2024
Expiry in 2025
Expiry in 2027
Expiry in 2028
Expiry in 2029


Deductible temporary differences
December 31 December 31



2019
$ 146,845

263,312
42,929
12,368
7,016
9,644
20,785
370,200
180,862

$ 1,053,961

$ 1,630,359
2018
$ 165,643
340,931
152,803
91,783
51,449
32,313
20,785
448,332

-
$ 1,304,039
$ 2,240,415
  • 61 -

  • f. Information about unused loss carryforwards

Loss carryforwards as of December 31, 2019 comprised:

Unused Amount Unused Amount Expiry Year
$ 146,845 2020
263,312 2021
42,929 2022
12,368 2023
7,016 2024
9,644 2025
20,785 2027
370,659 2028
183,231 2029
$ 1,056,789
  • g. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2019 and 2018, the taxable temporary differences associated with an investment in subsidiaries for which no deferred tax liabilities have been recognized were $509,579 thousand and $584,214 thousand, respectively.

  • h. Income tax assessments

The income tax returns of the Corporation through 2017 have been assessed by the tax authorities.

27. EARNINGS (LOSS) PER SHARE


Basic earnings (loss) per share
Diluted earnings (loss) per share
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31

2019
$ (2.38)

$ (2.38)
2018
$ 2.64
$ 2.63

The earnings (loss) and weighted average number of ordinary shares outstanding used in the computation (loss) of earnings per share were as follows:

Net Profit (Loss) for the Year


Profit (loss) of the Corporation
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
$ (2,465,573)
2018
$ 3,592,999
  • 62 -

Weighted Average Number of Ordinary Shares Outstanding (In Thousands of Shares)


Weighted average number of ordinary shares used in the
computation of basic earnings per share
Weighted average number of ordinary shares

Adjustment for associates holding shares


Effect of potentially dilutive ordinary shares
Employees’ compensation

Weight average number of ordinary shares used in the computation
of diluted earnings per share
For the Year Ended For the Year Ended December 31




2019
1,051,879

(15,655)

1,036,224

-

1,036,224
2018
1,384,051

(20,599)
1,363,452

1,801
1,365,253

When calculating earnings per share (EPS), the Group considers the shares which associates hold as the treasury shares to reduce the outstanding shares.

If the Corporation offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation will be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares was included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year. Due to the net loss after tax for the year ended December 31, 2019, the Corporation did not compute the diluted loss per share with anti-dilutive effects by assuming that employees’ compensation would be distributed in the form of shares.

28. DISPOSAL OF SUBSIDIARY

In order to strengthen the Group’s capital structure and focus on the development of its business, the Group fully disposed of 72.81% interest in its subsidiary, Gatetech Technology, to a non-related party. The disposal was completed on November 30, 2019, on which date control of Gatetech Technology passed to the acquirer.

  • a. Consideration received from disposal
For the Year
Ended
December 31,
2019
Sales proceeds receivable $ 534,600
  • 63 -

  • b. Analysis of assets and liabilities on the date control was lost

Gatetech Gatetech
Technology
Current assets
Cash and cash equivalents $ 302,841
Notes and accounts receivable, net 222,067
Other receivables 3,551
Inventories 114,124
Prepayments 15,819
Other current assets 102
Non-current assets
Property, plant and equipment 439,891
Deferred tax assets 48,930
Other non-current assets 18,732
Current liabilities
Short-term borrowings (330,000)
Notes and accounts payable (79,219)
Trade payable to related parties (2,042)
Other payables (44,991)
Other current liabilities (2,256)
Non-current liabilities
Bonds payable (150,000)
Net defined benefit liabilities (10,888)
Net assets disposed of $ 546,661
Gain on disposal of subsidiaries
Gatetech
Technology
Consideration received $ 534,600
Net assets disposal of (546,661)
Non-controlling interests 148,637
Reclassification of other comprehensive income in respect of
subsidiaries (43,259)
Gain on disposals $
93,317
Net cash inflow on disposal of subsidiary
For the Year
Ended
December 31,
2019
Proceeds of disposal $ 534,600
Less: Cash and cash equivalent balances disposal of (302,841)
Net cash inflow on disposal of subsidiaries $ 231,759
  • c. Gain on disposal of subsidiaries

  • d. Net cash inflow on disposal of subsidiary

  • 64 -

29. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged in the future.

30. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The Group’s management believes the carrying amounts of financial assets and financial liabilities that are not measured at fair value recognized in the consolidated financial statements approximate their fair values or their fair values cannot be reliably measured.

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019
Financial assets
Financial assets at FVTPL
Mutual funds

Domestic unlisted shares
Derivative financial
instruments


Financial assets at FVTOCI
Domestic listed shares

Domestic unlisted shares
Overseas unlisted shares

Financial assets for hedging
Non-derivative financial
instruments

Derivative financial
instruments

Level 1
$ 339,427

-

-

$ 339,427

$ 29,083

-

-

$ 29,083

$ 1,137,902

-

$ 1,137,902
Level 2
$ -

-

-

$ -

$ -

-

-

$ -

$ -

-

$ -
Level 3
$ -

686,413

304

$ 686,717

$ -

25,395

152,864

$ 178,259

$ -

440

$ 440
Total
$ 339,427

686,413

304
$ 1,026,144
$ 29,083

25,395

152,864
$ 207,342
$ 1,137,902

440
$ 1,138,342
(Continued)
  • 65 -
Financial liabilities
Financial liabilities at
FVTPL
Derivative financial
instruments (included
in other current
liabilities)

Financial liabilities for
hedging
Derivative financial
instruments (included
in other current
liabilities)

December 31, 2018
Financial assets
Financial assets at FVTPL
Mutual funds

Domestic unlisted shares
Derivative financial
instrument


Financial assets at FVTOCI
Domestic listed shares

Domestic unlisted shares
Overseas unlisted shares

Financial assets for hedging
Non-derivative financial
instruments

Financial liabilities
Financial liabilities at
FVTPL
Derivative financial
instruments (included
in other current
liabilities)
Level 1
$ -

$ -

Level 1
$ 567,620

-

-

$ 567,620

$ 18,673

-

-

$ 18,673

$ 743,303

$ -
Level 2
$ -

$ -

Level 2
$ -

-

-

$ -

$ -

-

-

$ -

$ -

$ -
Level 3
$ 2,483

$ 6,884

Level 3
$ -

734,341

23

$ 734,364

$ -

24,045

184,678

$ 208,723

$ -

$ 79
Total
$ 2,483
$ 6,884
(Concluded)
Total
$ 567,620

734,341

23
$ 1,301,984
$ 18,673

24,045

184,678
$ 227,396
$ 743,303
$ 79

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 66 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2019

Financial Assets
Equity
Instruments at
FVTPL
Derivative
Financial
Instruments at
FVTPL
Equity
Instruments at
FVTOCI
Derivative
Financial
Instruments
for Hedging
Balance at January 1
$ 734,341 $ 23 $ 208,723 $ -
Recognized in profit or loss
(47,928)
281
-
-
Recognized in other
comprehensive income
(loss)
-
-
(30,447)
440
Sales

-

-

(17)

-
Balance at December 31
$ 686,413
$ 304
$ 178,259
$ 440
Financial Liabilities
Derivative
Financial
Instruments at
FVTPL
Derivative
Financial
Instruments for
Hedging
Balance at January 1
$ 79
$ -
Recognized in profit or loss
2,404
-
Recognized in other comprehensive loss

-

6,884
Balance at December 31
$ 2,483
$ 6,884
For the year ended December 31, 2018
Financial Assets
Equity
Instruments at
FVTPL
Derivative
Financial
Instruments at
FVTPL
Equity
Instruments at
FVTOCI
Balance at January 1
$ 767,761 $ - $ 293,111
Recognized in profit or loss
(33,420)
23
-
Recognized in other
comprehensive loss
-
-
(71,178)
Sales

-

-

(13,210)

Balance at December 31
$ 734,341
$ 23
$ 208,723

Financial Liabilities
Derivative
Financial
Instruments at
FVTPL
Derivative
Financial
Instruments for
Hedging
Balance at January 1
$ 2,954
$ 12,362
Recognized in profit or loss
(2,875)
-
Recognized in other comprehensive loss

-
(12,362)
Balance at December 31
$ 79
$ -
Total
$ 943,087

(47,647)

(30,007)

(17)
$ 865,416
Total
$ 79
2,404

6,884
$ 9,367
Total
$ 1,060,872

(33,397)

(71,178)

(13,210)
$ 943,087
Total
$ 15,316
(2,875)
(12,362)
$ 79


  • 67 -

  • 3) Valuation techniques and inputs applied for the purpose of Level 3 fair value measurement

  • a) Derivative financial instruments: The fair values of foreign exchange forward contracts of future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

  • b) Domestic unlisted securities to which the market approach was applied: The fair values of domestic unlisted shares were determined with reference to the share prices of listed companies with similar businesses as the Corporation. The material unobservable inputs were as follows:

Operating income ratio
Gross profit ratio
EBIT ratio
EBITDA ratio
Post-tax profit ratio

P/B ratio
Discount rate for lack of marketability
**December 31 **
2019
2018
0.20-5.22 times
0.14-5.68 times
2.23-17.18 times
0.32-14.44 times
-
2.44-23.21 times
5.21-24.22 times
-
13.24-71.17 times 11.99-85.49 times
0.73-7.82 times
0.82-5.09 times
32.28%
32.28%

If the inputs to the valuation model were changed to reflect reasonably possible alternative assumptions while all the other variables were held constant, the fair values of the shares would have increased (decreased) as follows:

Operating income ratio
0.1 time increase
0.1 time decrease
Gross profit ratio
1 time increase
1 time decrease
EBIT ratio
1 time increase
1 time decrease
EBITDA ratio
1 time increase
1 time decrease
Post-tax profit ratio
1 time increase
1 time decrease
P/B ratio
0.1 time increase
0.1 time decrease
December 31











2019
$ 36,573

$ (36,573)

$ 5,384

$ (5,384)

$ -

$ -

$ 3,874

$ (3,874)

$ 10,660

$ (10,660)

$ 72,633

$ (72,633)
2018
$ 36,301
$ (36,301)
$ 65,961
$ (65,961)
$ 18,188
$ (18,188)
$ -
$ -
$ 11,020
$ (11,020)
$ 88,737
$ (88,737)
  • 68 -

c. Categories of financial instruments

Financial assets
FVTPL
Mandatorily at FVTPL

Financial assets for hedging
Financial assets at amortized cost (Note 1)
Financial assets at FVTOCI
Financial liabilities
Amortized cost (Note 2)
FVTPL (included in other current liabilities)
Held for trading
Financial liabilities for hedging (included in other current
liabilities)
December 31
2019
2018
$ 1,026,144 $ 1,301,984
1,138,342
743,303
9,973,131
19,052,314
207,342
227,396
6,978,997
7,132,785
2,483
79
6,884
-
  • Note 1: The balances included financial assets measured at amortized cost, which comprised cash and cash equivalents, debt investments, notes receivable, accounts receivable (including related parties), other receivables, other financial assets (included in other current assets) and guarantee deposits (included in other non-current assets).

  • Note 2: The balances included financial liabilities measured at amortized cost which comprised short-term borrowings, short-term bills payable, notes payable, accounts payable (related parties included), other payables, long-term borrowing (current portion of long-term borrowing included) and deposits received (included in other non-current liabilities).

d. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, accounts receivable, accounts payable, borrowings and lease liabilities. Financial risks include market risk, credit risk, and liquidity risk.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates, interest rates and other price risk.

a) Foreign currency risk

Holding foreign currency-denominated assets and liabilities exposes the Group to adverse fluctuations of cash flows and the reduction of foreign currency assets due to the changes in foreign currency rate. The Group avoids cash flow risk resulting from the changes in adverse foreign currency rate by using derivative contracts.

Sensitivity analysis

The Group is mainly exposed to the U.S. dollar (USD), Japanese Yen (JPY) and Renminbi (RMB).

  • 69 -

The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included outstanding foreign currency denominated monetary items and their translation at the end of the reporting period is adjusted for a 1% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit and equity associated with a 1% strengthening of the New Taiwan dollar against the relevant currency. For a 1% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit and equity, and the balances below would be negative.


Loss

Gain
Equity

Loss
Equity
USD Impact USD Impact USD Impact
For the Year Ended December 31
2019
2018
$ (9,649)
$ (10,385)
JPY Impact
For the Year Ended December 31

2019
2018
$ 18
$ 1,287
$ (15,972)
$ (7,433)
RMB Impact
For the Year Ended December 31

2019
$ (8,101)

$ (1,206)
2018
$ (12,219)
$ -

b) Interest rate risk

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rate risk at the end of the reporting period were as follows:

Cash flow interest rate risk
Financial assets

Financial liabilities
Fair value interest rate risk
Lease liabilities
Financial liabilities
December 31
2019
2018
$ 7,060,429 $ 15,330,348
635,189
554,972
448,533
-
213,750
184,000

Sensitivity analysis

The sensitivity analysis below were determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. The sensitivity rate of 0.25% is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 70 -

If interest rates had been 0.25% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2019 and 2018 would increase/decrease by $16,063 thousand and $36,938 thousand, respectively.

The Group’s sensitivity to interest rates decreased during the current year was mainly due to the decrease in variable rate asset instruments.

  • c) Other price risk

The Group was exposed to equity price risk on its investments in listed securities and mutual funds.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher/lower, pre-tax profit for the years ended December 31, 2019 and 2018 would have increased/decreased by $16,971 thousand and $28,381 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $1,454 thousand and $934 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

The amounts of financial assets will be potentially impacted if the counter-parties of the Corporation or third parties fail to perform their obligations in financial instrument contracts. The impact includes the concentrated degrees, composition parts and contracts amounts of the financial instruments and other receivables. The Group believes the risk is low because the trading parties are creditworthy banks, brokers and dealers.

  • 3) Liquidity risk

The Group has sufficient operating capital to meet cash requirements for settlement of derivative transactions. Thus, liquidity risk is low.

31. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.

  • a. Names and categories of related parties
Related Party Name
Mitsubishi Motors Corporation (Mitsubishi Motors Corp.)

Mitsubishi Corporation (Mitsubishi Corp.)

Tai Yuen Textile Co., Ltd.
Related Party Category
Investors that have significant influence
over the Group
Investors that have significant influence
over the Group
Investors that have significant influence
over the Group
(Continued)
  • 71 -

Related Party Category

Related Party Name
Le Wen Investment Co., Ltd.

Yulon Management Company Ltd. (Yulon Management)

Mitsubishi Corporation (Taiwan) Ltd.

Mitsubishi Motors Philippines Corporation

Mitsubishi Motors Thailand

Mitsubishi Motors North America., Inc.

Mitsubishi Motors Europe B.V.

Mitsubishi Corporation Technos

Shye Shyang Mechanical Industrial Co., Ltd.

Fuzhou Samnel Mechanical and Electrical

Uni-Calsonic Corp.

Yulon Motor Co., Ltd. (Yulon)

Fortune Motors Co., Ltd. (Fortune Motors)

ROC Spicer Ltd. (ROC-Spicer)

Uni Auto Parts Manufacture Co., Ltd.

Shung Ye Motor Co., Ltd. (Shung Ye Motor)

Hua-Chuang Automobile Information Technical Center Co.,
Ltd.

Yulon IT Solutions Inc. (Yulon IT)

Sinjang Co., Ltd. (Sin Jang)

Sin Gan Co., Ltd. (Sin Gan)

Tokio Marine Newa Insurance Co., Ltd.

Hong Shuo Cultural Enterprises, Co., Ltd.

Hsiang Shuo Enterprises

Sinqual Technology Co., Ltd.

Yufong Property Management Co., Ltd.

Taiwan Acceptance Corporation (Taiwan Acceptance)

Yue Sheng Industrial Co., Ltd.

Luxgen Motor Co., Ltd. (Luxgen)

Yulon Nissan Motor Co., Ltd.

Y-Teks Co., Ltd.

Yulon Energy Service Co., Ltd.

Yue Ki Industrial Co., Ltd. (Yue Ki Industrial)

Carplus Auto Leasing Corporation

eCBO Information Services Co., Ltd.

Hsieh-Shin Motors Co., Ltd.

Yu Rich Financial Services Company

ROC-Keeper Industrial Ltd.

Taiguang Investment (HK) Co., Ltd. (Taiguang Investment)
ROC-Spicer Investment Co., Ltd. (BVI) (ROC-Spicer
Investment)
Related Party Category
Investors that have significant influence
over the Group
Subsidiary of investors that have
significant influence over the Group
Subsidiary of investors that have
significant influence over the Group
Subsidiary of investors that have
significant influence over the Group
Subsidiary of investors that have
significant influence over the Group
Subsidiary of investors that have
significant influence over the Group
Subsidiary of investors that have
significant influence over the Group
Subsidiary of investors that have
significant influence over the Group
The Group is its major management
authority
The Group is its major management
authority
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate

(Continued)

  • 72 -
Related Party Name
Tai-Ya Investment (HK) Co., Ltd. (Tai-Ya Investment)

Fujian Spicer Drivetrain System Co., Ltd. (Fujian Spicer)

Shanghai Chiashun Motor Sales Co., Ltd.

Shanghai Hopeful Wheel Automobile Maintenance Co., Ltd.
Fuzhou Lianhong Motor Parts Co., Ltd.

Guangzhou NTN-Yulon Drivertrain Co., Ltd.

Xiangyang NTN-Yulon Drivertrain Co., Ltd.

South East (Fujian) Motor Corporation Ltd. (South East
(Fujian) Motor)

Fujian Benz Automotive Co., Ltd.

Fuzhou Fushiang Motor Industrial Co., Ltd.

Xiamen King-Long Kian-Shen Frame

Hangzhou King-Long Kian-Shen Co., Ltd.

China Engine (Fujian)

Zhejiang Kangda Motor Industry and Trade Co., Ltd.
(Zhejiang Kangda)

Yuanchuang Industrial Investment Consulting Co., Ltd.

Automotive Research & Testing Center
Related Party Category
Associate
Associate
Associate
Associate
Associate
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint Venture (Note)
Substantive related party
Substantive related party (Note)
(Concluded)

Note: The Group became a non-related party in August 2018.

b. Operating transactions

  • 1) Sales of goods

Line Items
Related Party Category/Name
Sales
Associates
Fortune Motors

Shung Ye Motor
Others


Investors and subsidiaries of the
investors that have significant
influence over the Group
Joint ventures

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2019
$ 18,280,036
5,969,642

855,331


25,105,009

105,293

33,616

$ 25,243,918
2018
$ 18,020,746

7,181,616

1,375,902

26,578,264

127,786

59,162
$ 26,765,212
  • 73 -

2) Purchases of goods


Line Items
Related Party Category/Name
Purchases
Investors and subsidiaries of the
investors that have significant
influence over the Group
Mitsubishi Corp.

Others


Associates
The Group is its major
management
Joint ventures


3) Technical services expense

Line Items
Related Party Category/Name
Cost of goods sold and
selling and marketing
expenses
Investors that have significant
influence over the Group

4) Other expense

Line Items
Related Party Category/Name
Selling and marketing
expenses and general
and administrative
expenses
Investors and subsidiaries of
investors that have significant
influence over the Group

Associates


Research and
development expenses
Investors and subsidiaries of
investors that have significant
influence over the Group

Substantive related parties
Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 2,521,272 $ 3,166,731

136,961

136,758

2,658,233

3,303,489
2,200,736
1,967,217
331,044
329,152

237,309

1,196,398
$ 5,427,322
$ 6,796,256
**For the Year Ended December 31 **
2019
2018
$ 214,652
$ 190,038
For the Year Ended December 31





2019
$ 109,263

22,523

$ 131,786

$ 48,263
-

1,766

$ 50,029
2018
$ 91,718

12,600
$ 104,318
$ 53,493

56,211

689
$ 110,393
  • 74 -

5) Receivables from related parties

Line Items
Related Party Category/Name
Trade receivables from Associates
related parties
Fortune Motors

Shung Ye Motor
Hua-Chuang Automobile
Information Technical Center
Others

Joint ventures
Investors and subsidiaries of the
investors that have significant
influence over the Group
Others


6) Prepayments
Line Items
Related Party Category/Name
Prepayments
Investors and subsidiaries of
investors that have significant
influence over the Group
Mitsubishi Corp.

Others


Joint ventures
Others


7) Acquisitions of property, plant and equipment

Line Items
Related Party Category/Name
Property, plant and
Associates

equipment
The Group is its major
management authority

December 31 December 31



2019
2018
$ 903,195 $ 870,216
340,042
536,279
2,456
199,992

185,626

285,034
1,431,319
1,891,521
18,235
44,905
7,538
16,043

47

-
$ 1,457,139
$ 1,952,469
December 31
2019
2018
$ 187,877 $ 117,943

2,610

6,883

190,487

124,826
12,426
13,162

-

91
$ 202,913
$ 138,079
For the Year Ended December 31


2019
$ 102,274

1,581

$ 103,855
2018
$ 31,279

7,349
$ 38,628
  • 75 -

8) Payables to related parties

Line Items
Related Party Category/Name
Trade payables to
Associates
related parties
Uni Auto Parts Manufacture

ROC-Spicer
Yue Ki Industrial
Yulon
Others


Investors and subsidiaries of
investors that have significant
influence over the Group
Yulon Management
Others


The Group is its major
management authority
Joint ventures

December 31 December 31






2019
$ 147,613
100,743
99,801
92,546

239,311


680,014

94,522

131,325


225,847

68,622

9,267

$ 983,750
2018
$ 75,239

87,219

92,017

94,762

267,109

616,346

95,013

163,897

258,910

60,301

9,397
$ 944,954

9) Contract liabilities

Line Items
Related Party Category/Name
Other current liabilities Associates
Luxgen

Sin Jang
Others

Others

December 31 December 31



2019
$ 19,356
16,792

8,476

44,624

273

$ 44,897
2018
$ 45,514

-

1,191

46,705

273
$ 46,978

The outstanding payables to related parties were not guaranteed and would be paid in cash. The Group received guarantees from some of the receivables from related parties. For the years ended December 31, 2019 and 2018, no loss allowance was recognized for trade receivables from related parties.

The prices and payment terms for the Group’s transactions with related parties are the same as that for third parties. For lease contracts entered into with related parties, rental prices were determined by reference to the market, and had general payment terms.

The Group signed a contract with Mitsubishi Motors Corporation, refer to Note 33 for the details.

  • 76 -

c. Compensation of key management personnel

The remunerations of directors and key executives for the years ended December 31, 2019 and 2018, respectively, were as follows:


Short-term employee benefits

Post-employment benefits

For the Year Ended For the Year Ended December 31


2019
$ 97,595

2,356

$ 99,951
2018
$ 127,605

2,793
$ 130,398

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

32. ASSETS PLEDGED AS COLLATERAL

The following assets were provided as collateral for bank borrowings, the tariff of importing vehicle parts and materials, escrows and government tenders:

Property, plant and equipment

Pledged deposits (included in other current assets)
Investment properties

December 31 December 31


2019
$ 510,304

179,939
52,323

$ 742,566
2018
$ 778,643
157,585

52,323
$ 988,551

33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

Significant commitments and contingencies of the Group as of December 31, 2019 were as follows:

  • a. Guarantee notes amounted to $5,002,322 thousand, which had been issued to financial institutions as collateral for loans; unused letters of credit amounted to $57,646 thousand.

  • b. The Group entered into agreements with Mitsubishi Motors Corp. as stated below:

Project
Technical royalty

Technical royalty
Content
Technical cooperation
and manufacture of
Delica and other car
models
Technical cooperation
and manufacture of
Outlander and other
car models
Date of Agreement/
Expiry Date
2006.3.1-2025.4.8

2005.7.1-2025.9.7
Agreement Price

Royalty was agreed to be the basis of
the FOB price of automobiles sold
and manufactured parts repaired

Royalty was agreed to be the fixed
amount of automobiles sold per
unit and the basis of the FOB price
of manufactured parts repaired
Payment Method
Paid every 6 months
within 90 days
Paid every 6 months
within 60-90 days
  • c. The status of endorsements/guarantees is listed in Table 2.

  • 77 -

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than the functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2019

Foreign Carrying
Currency Exchange Rate Amount
Foreign currency assets
Monetary items
JPY $ 4,178,677 0.2760 $ 1,153,315
RMB 188,277 4.3050
810,532
USD 23,983 29.9800
718,997
Non-monetary items
Investments accounted for using the equity
method
RMB 1,234,368 4.3050
5,313,955
EUR 84,261 33.5900
2,830,313
Foreign currency liabilities
Monetary items
JPY 662,503 0.2760
182,851
December 31, 2018
Foreign Carrying
Currency Exchange Rate Amount
Foreign currency assets
Monetary items
RMB $
289,576
4.4720 $ 1,294,982
USD 29,859 30.7150
917,123
JPY 2,765,664 0.2782
769,408
Non-monetary items
Investments accounted for using the equity
method
RMB 1,326,111 4.4720
5,930,370
EUR 72,973 35.2000
2,568,646
Foreign currency liabilities
Monetary items
JPY 556,293 0.2782
154,761

For the years ended December 31, 2019 and 2018, net foreign exchange gains (losses) were $(40,154) thousand and $12,498 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions.

  • 78 -

35. SEPARATELY DISCLOSED ITEMS

Other than those disclosed in Notes 7, 11, and 30, and Tables 1 to 10, there are no other separately disclosed items.

36. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group’s reportable segments were vehicle manufacturing, channel and others.

The following was an analysis of the Group’s revenue and results by reportable segment.


Vehicle manufacturing

Channel

Others

Adjustment and eliminations


Administration cost and
remunerations to directors

Other non-operating income and
expenses, net


Profit (loss) before income tax
Segment Revenues
For the Year Ended
December 31
2019
2018
$ 28,797,343 $ 29,639,511
3,538,825
5,422,462
83,451
87,057

(351,647)

(279,516)

$ 32,067,972
$ 34,869,514

Segment Income or Loss Segment Income or Loss
For the Year Ended
December 31









2019
$ 28,797,343
3,538,825
83,451

(351,647)

$ 32,067,972





2019
$ (1,591,615)

10,256

(1,389)

(839)

(1,583,587)
(287,122)

190,446

$ (1,680,263)
2018
$ 4,582,039

73,522

(2,420)

-

4,653,141

(347,224)

4,796
$ 4,310,713

Intersegment transactions were accounted for according to market prices.

Segment profit represented the profit before tax earned by each segment without allocation of central administration costs and remunerations to directors, interest income, dividend income, other income, gain on disposal of investments, net foreign exchange gain (loss), loss on financial instruments at fair value through profit or loss, interest expense, other expense, impairment loss and income tax expense. This was the measure reported to the chief operating decision maker for resource allocation and assessment of segment performance.

  • 79 -

TABLE 1

CHINA MOTOR CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement
Account
Related
Parties
Highest Balance
for the Year
(Note 1)
Ending Balance
(Note 1)
Actual Amount
Borrowed
(Notes 1 and 4)
Interest
Rate (%)
Nature of
Financing
Business
Transaction
Amount
Reason for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral Collateral Financing Limit
for Each
Borrower
(Note 2)
Aggregate
Financing Limit
(Note 3)
Item Value
0 China Motor
Corporation
Sino Diamond Motors Other receivables Yes $ 700,000 $ 600,000 $ 600,000 1 Short-term
financing
$ - Working capital $ - - $ - $ 1,162,262 $ 7,748,412
1 Hwa-Lin Sichuan Huafeng
Hanwei
Guangzhou Huayou
Motor Maintenance
Dongguan Huayi
Dongguan Huashun
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
66,111
(US$ 1,200
thousand
and
RMB
7,000
thousand)
88,896
(US$ 1,960
thousand
and
RMB
7,000
thousand)
107,029
(US$ 3,570
thousand)
30,135
(RMB
7,000
thousand)
-
-
-
-

-

-

-

-
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
Working capital
Working capital
Working capital
Working capital

-

-

-

-
-
-
-
-
-
-
-
-

1,162,262

1,162,262

1,162,262

1,162,262

7,748,412

7,748,412

7,748,412

7,748,412
2 Guangzhou Huayou
Motor Maintenance
Guangzhou Huayou
Motor Sales
Tianjin Hwahong
Sichuan Huafeng
Hanwei
Dongguan Huashun
Dongguan Huayi
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
Yes
430,500
(RMB 100,000
thousand)
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
-
-
-
-
-

-

-

-

-

-
-
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
Working capital
Working capital
Working capital
Working capital
Working capital

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-

1,162,262

1,162,262

1,162,262

1,162,262

1,162,262

7,748,412

7,748,412

7,748,412

7,748,412

7,748,412
3 Sichuan Huafeng
Hanwei
Sichuan Lingwei
Tianjin Hwahong
Guangzhou Huayou
Motor Maintenance
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
-
-
-

-

-

-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
Working capital
Working capital
Working capital

-

-

-
-
-
-
-
-
-

1,162,262

1,162,262

1,162,262

7,748,412

7,748,412

7,748,412

(Continued)

  • 80 -
No. Lender Borrower Financial
Statement
Account
Related
Parties
Highest Balance
for the Year
(Note 1)
Ending Balance
(Note 1)
Actual Amount
Borrowed
(Notes 1 and 4)
Interest
Rate (%)
Nature of
Financing
Business
Transaction
Amount
Reason for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral Collateral Financing Limit
for Each
Borrower
(Note 2)
Aggregate
Financing Limit
(Note 3)
Item Value
Dongguan Huashun
Dongguan Huayi
Other receivables
Other receivables
Yes
Yes
$ 129,150
(RMB 30,000
thousand)
129,150
(RMB 30,000
thousand)
$ -
-
$ -

-
-
-
Short-term
financing
Short-term
financing
$ -
-
Working capital
Working capital
$ -

-
-
-
$ -
-
$ 1,162,262

1,162,262
$ 7,748,412

7,748,412
4 Tianjin Hwarui Tianjin Hwahong
Guangzhou Huayou
Motor Maintenance
Dongguan Huayi
Dongguan Huashun
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
129,150
(RMB 30,000
thousand)
129,150
(RMB 30,000
thousand)
43,050
(RMB 10,000
thousand)
-
86,100
(RMB 20,000
thousand)
86,100
(RMB 20,000
thousand)
-

-
-
-
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
Working capital
Working capital
Working capital
Working capital

-

-

-

-
-
-
-
-
-
-
-
-

1,162,262

1,162,262

1,162,262

1,162,262

7,748,412

7,748,412

7,748,412

7,748,412
5 Tianjin Hwahong Tianjin Hwarui
Sichuan Huafeng
Hanwei
Dongguan Huayi
Dongguan Huashun
Guangzhou Huayou
Motor Maintenance
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
Yes
215,250
(RMB 50,000
thousand)
86,100
(RMB 20,000
thousand)
86,100
(RMB 20,000
thousand)
86,100
(RMB 20,000
thousand)
129,150
(RMB 30,000
thousand)
86,100
(RMB 20,000
thousand)
-
86,100
(RMB 20,000
thousand)
86,100
(RMB 20,000
thousand)
-
-

-
-
-

-
-
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
Working capital
Working capital
Working capital
Working capital
Working capital

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-

1,162,262

1,162,262

1,162,262

1,162,262

1,162,262

7,748,412

7,748,412

7,748,412

7,748,412

7,748,412
6 Dongguan Huayi Dongguan Huashun Other receivables Yes 215,250
(RMB 50,000
thousand)
86,100
(RMB 20,000
thousand)
- - Short-term
financing
- Working capital
-
- -
1,162,262

7,748,412
7 Dongguan Huashun Dongguan Huayi
Sichuan Huafeng
Hanwei
Tianjin Hwahong
Guangzhou Huayou
Motor Maintenance
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
86,100
(RMB 20,000
thousand)
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
43,050
(RMB 10,000
thousand)
86,100
(RMB 20,000
thousand)
-
-
-
43,050
(RMB 10,000
thousand)

-

-

-
3.915
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
Working capital
Working capital
Working capital
Working capital

-

-

-

-
-
-
-
-
-
-
-
-

1,162,262

1,162,262

1,162,262

1,162,262

7,748,412

7,748,412

7,748,412

7,748,412

Note 1: Translated at the exchange rates of US$1:NT$29.98 and RMB1:NT$4.305 as of December 31, 2019.

Note 2: The amount is 3% of the total shareholders’ equity in the latest financial statements of China Motor Corporation.

Note 3: The amount is 20% of the total shareholders’ equity in the latest financial statements of China Motor Corporation.

Note 4: Eliminated.

(Concluded)

  • 81 -

TABLE 2

CHINA MOTOR CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/Guarantor Endorsee/Guarantee Receiver Endorsee/Guarantee Receiver Limit on Endorsement/
Guarantee Given on
Behalf of Each Party
Maximum
Amount
Endorsed/
Guaranteed
During the Year
(Note)
Outstanding
Endorsement/
Guarantee at the
End of the Year
(Note)

Actual Amount
Borrowed
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements (%)

Aggregate Endorsement/
Guarantee Limit
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiary
Endorsement/
Guarantee
Given by
Subsidiary on
Behalf of
Parent
Endorsement/
Guarantee
Given on Behalf
of Company in
Mainland
China
Name Relationship
1 Sino Diamond Motors Dongguan Huayi
Tianjin Hwarui
Guangzhou Huayou
Motor Maintenance
Sichuan Huafeng Hanwei
Subsidiary
Subsidiary
Subsidiary
Subsidiary
20% of the Corporation’s
issued capital,
$1,107,241 thousand
20% of the Corporation’s
issued capital,
$1,107,241 thousand
20% of the Corporation’s
issued capital,
$1,107,241 thousand
20% of the Corporation’s
issued capital,
$1,107,241 thousand
$ 430,500
(RMB 100,000
thousand)
430,500
(RMB 100,000
thousand)
215,250
(RMB 50,000
thousand)
215,250
(RMB 50,000
thousand)
$ 430,500
(RMB 100,000
thousand)
430,500
(RMB 100,000
thousand)
-
-
$ -
-

-

-
$ -

-

-

-
1.1
1.1
-
-
50% of the Corporation’s issued
capital, $2,768,102 thousand
50% of the Corporation’s issued
capital, $2,768,102 thousand
50% of the Corporation’s issued
capital, $2,768,102 thousand
50% of the Corporation’s issued
capital, $2,768,102 thousand
No
No
No
No
No
No
No
No
Yes
Yes
Yes
Yes

Note: Translated at the exchange rate of RMB1:NT$4.305 as of December 31, 2019.

  • 82 -

TABLE 3

CHINA MOTOR CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name/Issuer of Marketable Security Relationship with
the Holding
Company
Financial Statement Account December 31, 2019 Note
Number of
Shares (In
Thousands)
Carrying
Amount
(Note 2)
Percentage
of
Ownership
(%)
Fair Value
China Motor Corporation Beneficiary certificates
Franklin Templeton SinoAm Money Market
Fubon Chi Hsiang Money Market Fund
The RSIT Enhanced Money Market
Hua Nan Phoenix Money Market Fund
Sinopac Money Market Fund
Paradigm Pion Money Market
Prudential Financial Money Market Fund
Cathay Taiwan Money Market Fund
UPAMC James Bond Money Market Fund
CTBC Hua Win Money Market Fund
Shares
Shye Shyang Machinery Industrial
Myson Century, Inc.
Taiwan Aerospace
NORM Pacific Automation Corp.
Carnival
Com2B (Cayman) Corp.
-
-
-
-
-
-
-
-
-
-
Corporate director
Corporate director
-
-
-
-
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
4,867
3,205
4,201
1,856
2,167
2,610
1,906
2,423
612
657
9,009
4,705
811
128
95
2,000
$ 50,518

50,468

50,467

30,292

30,280

30,280

30,275

30,250

10,270

7,267

617,612

28,134

11,847

1,738

949

-
-
-
-
-
-
-
-
-
-
-
10.00
7.84
0.60
0.45
0.05
4.44
$ 50,518
50,468
50,467
30,292
30,280
30,280
30,275
30,250
10,270
7,267
617,612
28,134
11,847
1,738
949
-















(Continued)

  • 83 -
Holding Company Name Type and Name/Issuer of Marketable Security Relationship with
the Holding
Company
Financial Statement Account **December ** 31, 2019 Note
Number of
Shares (In
Thousands)
Carrying
Amount
(Note 2)
Percentage
of
Ownership
(%)
Fair Value
Kian Shen
KSIHK
Alliance Investment & Management
Hwa Lin
Brilliant Insight International
Corporate bonds
Taiwan Acceptance Corp.
Morgan Stanley
Gatetech Technology
Evergreen Marine Corporation
Crédit Agricole Corporate and Investment Bank SA
Fonterra Co-operative Group Ltd.
Deutsche Bank Aktiengesellschaft, Singapore Branch
Beneficiary certificates
FSITC Money Market Fund
Shares
Beijing NTN-SEOHAN Driveshaft
Shares
Samuel (Cayman) Co., Ltd.
Carplus Auto Leasing Corporation
T-Car Inc.
Solidlite Corporation
Site information service
Phalanx Biotech Group
Preference shares
Rock Financial Risk Service Co., Ltd.
Principle guaranteed notes
President Securities 100% Principle Guaranteed Note
Beneficiary certificates
Taishin Ta-Chong Money Market
Associate
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Amortized cost financial assets - non-current
Amortized cost financial assets - non-current
Amortized cost financial assets - non-current
Amortized cost financial assets - non-current
Amortized cost financial assets - non-current
Amortized cost financial assets - non-current
Amortized cost financial assets - non-current
Financial assets at fair value through profit or
loss-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Financial assets at fair value through profit or loss -
non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Fair value through other comprehensive income
financial assets - non-current
Amortized cost financial assets - non-current
Amortized cost financial assets - current
Financial assets at fair value through profit or loss -
current
-
-
-
-
-
-
-
101
-
6,327
3,248
1,275
789
65
696
-
-
74
$ 248,452

129,060

119,088

99,922

86,034

43,040

43,017

18,003

32,019
(RMB 7,438
thousand)

100,996

68,801

19,849

5,844

2,678

3,288

7,860

8,556

1,057
-
-
-
-
-
-
-
-
9.00
15.07
3.45
4.05
3.60
0.54
0.85
-
-
-
$ -
-
-
-
-
-
-
18,003
32,019
100,996
68,801
19,849
5,844
2,678
3,288
-
-
1,057

















Note 1: Refer to Tables 7 and 8 for the information of investments in subsidiaries and associates.

Note 2: Translated at the exchange rate of RMB1:NT$4.305 as of December 31, 2019.

(Concluded)

  • 84 -

TABLE 4

CHINA MOTOR CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars)

Company Name Type and Name of
Marketable
Securities
Financial
Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition (Note 1) Acquisition (Note 1) Disposal Disposal Other
Adjustment
(Note 2)
Ending Balance

Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying
Amount
Gain on
Disposal
Number of
Shares
Amount
China Motor
Corporation
Ordinary Shares
Gatetech
Technology
Investments
accounted for
using the equity
method

Syncmold
Enterprise
Corporation
- 29,278 $ 311,858
3,216
$ -
32,494
$ 415,097 $ 309,028 $ 71,314 $ (2,830)
-
$ -

Note 1: Share dividends distributed by the Company.

Note 2: Including profit or loss and adjustments in shareholders’ equity of the investee.

  • 85 -

TABLE 5

CHINA MOTOR CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars)

Seller/Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
Total
(Note)
Payment Terms Unit Price Payment Terms Ending Balance
% to
Total
(Note 2)
China Motor Corporation
(“CMC”)
Sino Diamond Motors
Kiah Shen
COC
Fortune Motors
Shung Ye Motor
Mitsubishi Corp.
Uni Auto Parts Manufacture
Kian Shen (Note 1)
ROC-Spicer
Shye Shyang Machinery
Industrial
COC (Note 1)
Yueki
Uni-Calsonic
Taiwan Mitsubishi Corp.
Fortune Motors
Shung Ye Motor
Mitsubishi Motor Corp.
China Motor Corporation
(Note 1)
Yueki
China Motor Corporation
(Note 1)
Yulon
Yulon
Equity-method investee
Equity-method investee
Director of CMC
Equity-method investee
Subsidiary
Equity-method investee
Director of Shye Shyang
Machinery Industrial
Subsidiary
Equity-method investee
Equity-method investee
Subsidiary of director of
CMC
Equity-method investee
Equity-method investee
Director of CMC
Parent company
Equity-method investee
Parent company
Equity-method investee
Equity-method investee
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Sale
Purchase
Sale
Purchase
Sale
Sale
Purchase
$ (17,577,745)
(3,956,366)
1,411,501
712,857
620,589
479,473
325,031
315,567
161,538
150,096
134,846
(1,995,300)
(701,838)
1,109,771
(620,589)
163,915
(315,567)
(234,143)
167,641
(67)
(15)
8
4
4
3
2
2
1
1
1
(69)
(24)
66
(50)
17
(26)
(19)
26
Collect after 15-60 days of delivery
Collect after 15-60 days of delivery
Pay after 7 days of cargo ship out
Pay after 45 days of the month of
delivery
Pay after 45 days of the month of
delivery
Pay after 45 days of the month of
delivery
Pay after 45 days of the month of
delivery
Pay after 45 days of the month of
delivery
Pay after 45 days of the month of
delivery
Pay after 45 days of the month of
delivery
Pay after 25 days of cargo ship out
Collect after 15-45 days of delivery
Collect after 7-45 days of delivery
Pay after 10 days of cargo ship out
Collect after 45 days of the month
of delivery
Net 105 days from the end of the
month of when invoice is issued
Collect after 45 days of the month
of delivery
Collect after 45 days of the month
of delivery
Net 75 days from the end of the
month of when invoice is issued
$ -

-
-
-
-
-
-
-
-
-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 900,173
256,873
(39,110)
(147,613)
(130,142)
(100,743)
(68,017)
(63,890)
(38,073)
(30,092)
-
83,168
2,920
-
130,142
(61,728)
63,890
34,648
(29,122)
45
13
(1)
(5)
(4)
(3)
(2)
(2)
(1)
(1)
-
87
3
-
69
(23)
11
6
(12)
(Continued)
  • 86 -
Seller/Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
Total
(Note)
Payment Terms Unit Price Payment Terms Ending Balance
% to
Total
(Note 2)
Y. M. Hi-Tech
China Engine
Donggun Huashun
Yulon
Yulon
Hua-Chuang Automobile
Information Technical
Center
South Eastern (Fujian) Motor
Equity-method investee
Equity-method investee
Equity-method investee
Equity-method investee
Sale
Purchase
Sale
Purchase
$ (120,135)
117,485
(148,972)
101,197
(38)
39
(48)
95
Collect after 45 days of the month
of delivery
Net 75 days from the end of the
month of when invoice is issued
Net 90 days from the end of the
month of when invoice is issued
Cash before delivery
$ -
-
-
-
-
-
-
-
$ 13,682
(59,854)
2,019
(21)
29
(42)
4
(4)

Note 1: Eliminated.

Note 2: The proportion of the individual company’s total purchase (sale) or total receivable (payable).

(Concluded)

  • 87 -

TABLE 6

CHINA MOTOR CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment
Loss
Amount Actions Taken
China Motor Corporation
Kian Shen
Fortune Motors
Shung Ye Motor
China Motor Corporation
Equity-method investee
Equity-method investee
Parent company
$ 900,173
256,873
130,142
20.72
14.62
6.59
$ -
-
-
-
-
-
$ 900,173
256,873
130,142
$ -
-
-
  • 88 -

TABLE 7

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Business and Product Investment Amount Investment Amount As of December 31, 2019 As of December 31, 2019 As of December 31, 2019 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2019
December 31,
2018
Number of
Shares (In
Thousands)
% Carrying
Amount
China Motor Corporation
Kian Shen
Kian Shen Investment
Alliance Investment &
Management
Sino Diamond Motors
Yulon
Kian Shen (Note 1)
Fortune Motors
Sino Diamond Motors (Note 1)
Tokio Marine Newa Insurance
(Note 2)
Alliance Investment & Management
(Note 1)
Daimler Vans Hong Kong Ltd.
ROC-Spicer
CMI (Note 1)
COC (Note 1)
Hwa Wei (Note 1)
Hua-Chuang Automobile Information
Technical Center
Uni Auto Parts Manufacture
Shung Ye Motor (Notes 3 and 5)
Gatetech Technology (Notes 1 and 7)
China Engine (Note 1)
Uni-Calsonic
Yueki Industrial Co., Ltd.
Sin Gan
Sin Jiang Enterprises
Tai-Ya Investment
Hwa Chung Motors (Note 1)
Yulon IT Solutions
Kian Shen Investment (Note 1)
KSIHK (Note 1)
Hua-Chuang Automobile Information
Technical Center
Greentrans Investment (Note 1)
Gatetech Technology (Note 1)
Hua-Yu (Note 1)
Hua-Chuang Automobile Information
Technical Center
China Engine (Note 1)
Gatetech Technology (Notes 1 and 6)
Brilliant Insight International (Note 1)
Shung Ye Motors (Note 4)
Fortune Motors
Miaoli, Taiwan
Taoyuan, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hong Kong
Taoyuan, Taiwan
Samoa
Taoyuan, Taiwan
British Virgin Islands
Taipei, Taiwan
Miaoli, Taiwan
Taipei, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Miaoli, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hong Kong
Taoyuan, Taiwan
Taipei, Taiwan
British Virgin Islands
Hong Kong
Taipei, Taiwan
Samoa
Taoyuan, Taiwan
Samoa
Taipei, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Manufacture and sale of vehicles
The production of frame of heavy duty car and mold
Sales and providing after sales service of vehicles
Sales and providing after sales service of vehicles
Property insurance
Investment
Investment
Manufacture and sales of automobile parts
Investment
The production of mold, fixture and gauge of vehicle
Overseas investment on production and service industries
Product design
The production of mold, fixture and gauge of vehicles
Sales and providing after sales service of vehicles
Aluminum-magnesium alloy casting industry
Manufacture of automobile engine and parts
Manufacture and sales of automobile parts
Manufacture and sales of car components
Wholesale, repair and other service of vehicles
Retail and wholesale of second-hand vehicles
Investment
Manufacture and sale of vehicles
Information software wholesale services
Investment
Investment
Product design
Investment
Aluminum-magnesium alloy casting industry
Overseas investment on production and service industries
Product design
Manufacture of automobile engine and parts
Aluminum-magnesium alloy casting industry
Consulting and service
Sales and providing after sales service of vehicles
Sales and providing after sales service of vehicles
$ 3,835,585
344,800
2,132,826
2,192,724
955,941
1,200,030
2,011,363
675,896
1,402
412,125
1,202
1,028,013
109,813
391,142
-
625,978
105,806
109,396
-
-
79,505
328,900
-
328,888
US$ 25,907
thousand
473,760
344,369
-
1,489,334
473,760
11,000
-
22,000
180
24
$ 3,835,585

344,800

2,132,826

3,463,724

955,941

1,200,030

2,011,363

675,896

1,402

412,125

1,202

1,028,013

109,813

391,142

474,941

320,000

105,806

109,396

71,316

85,893

79,505

328,900

83,320

328,888
US$ 25,907
thousand

473,760

344,369

145,123

1,758,773

473,760

616,000

149,369

22,000

180

24

262,228

32,201

132,117

151,067

61,511

183,000

46,566

145

40

33,565

40

56,600

13,032

29,668

-

87,999

6,084

2,936

-

-

2,242

8,790

-

10,296
25,907

26,715

11,200

-

36,943

26,715

1

-

2,200

12

1
16.80
43.87
41.93
100.00
20.57
100.00
32.45
29.00
100.00
49.76
40.00
17.25
15.00
39.98
-
52.10
31.20
15.08
-
-
29.00
100.00
-
100.00
100.00
8.14
100.00
-
100.00
8.14
-
-
100.00
0.02
-
$ 7,110,438
2,046,653
4,473,144
1,155,029
2,052,069
1,277,471
2,830,313
539,198
871,654
786,792
579,673
-
375,791
394,906
-
429,196
137,393
105,857
-
-
69,630
71,679
-
4,054,883
RMB 918,124
thousand
-
222,457
-
674,934
-
5
-
19,372
217
18
$ (24,465,408)

289,942

1,229,380

(342,513)

967,571

(329,726)

2,532,931

155,470

(254,735)

124,391

(424,548)

(13,237,822)

17,078

83,286

18,000

(155,080)

25,987

(125,045)

17,070

8,263

(15,906)

7,766

(4,366)

386,230
RMB 73,725
thousand

(13,237,822)

(35,237)

18,000

(22,897)

(13,237,822)

(155,080)

18,000

(1,865)

83,286

1,229,380
$ (4,132,080)

127,352

515,462

(291,753)

199,032

(333,011)

821,936

45,137

(254,735)

61,993

(169,819)

(502,338)

2,536

33,299

10,270

(40,583)

8,127

(18,877)

4,211

1,654

(4,613)

7,766

(1,915)

-
-

-

-

-

-

-

-

-

-

-

-
Equity-method investee
Subsidiary
Equity-method investee
Subsidiary
Equity-method investee
Subsidiary
Equity-method investee
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Equity-method investee
Equity-method investee
Equity-method investee
Subsidiary
Subsidiary
Equity-method investee
Equity-method investee
Equity-method investee
Equity-method investee
Equity-method investee
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Equity-method investee
Equity-method investee

(Continued)

  • 89 -
Investor Company Investee Company Location Main Business and Product Investment Amount Investment Amount As of December 31, 2019 As of December 31, 2019 As of December 31, 2019 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2019
December 31,
2018
Number of
Shares (In
Thousands)
% Carrying
Amount
Hua-Yu
Gatetech Technology
GH
China Engine
CMI
Hwa Chung Motors
COC
Hwa-Lin (Note 1)
GH (Notes 1 and 6)
GI (Notes 1 and 6)
Advance Power Investment (Note 1)
Advance Power Machinery (Note 1)
Hwa Wei holdings (Note 1)
Ling Wei (Note 1)
Greentrans (Note 1)
Y. M. Hi-Tech (Note 1)
Shye Shinn (Note 1)
British Virgin Islands
Samoa
Samoa
Mauritius
Miaoli, Taiwan
British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Taoyuan, Taiwan
British Virgin Islands
Overseas investment on production and service industries
Investment
Investment
Reinvestment and sales
Manufacture of vehicles and parts
Overseas investment on production and service industries
Sales of second-hand vehicles
Sales of motorcycles and parts
Steel cutting
Investment
US$ 37,229
thousand
647,041
US$ 20,268
thousand
59,456
5,000
1,428,503
31,000
10,000
46,250
US$ 968
thousand
US$ 45,929
thousand

647,041
US$ 20,268
thousand

59,456

5,000

1,428,503

31,000

10,000

46,250
US$ 968
thousand
33,393

-
-

3,750

500

60

3,608

1,000

4,250
968
100.00
-
-
100.00
100.00
60.00
100.00
100.00
85.00
100.00
$ 585,036
-
-
94,052
10,787
869,509
32,949
10,588
66,434
39,756
$ (24,446)

11,885

11,885

969

688

(424,548)

7,415

236

8,386

1,020
$ -

-

-

-

-

-

-

-

-

-
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note 1: Eliminated during the preparation of the consolidated financial statements.

Note 2: Additional costs of $75,455 thousand between the parent company and its subsidiaries had been eliminated during the preparation of the consolidated financial statements

  • Note 3: A loss on disposal of $22,538 thousand between the parent company and its subsidiaries had been eliminated during the preparation of the consolidated financial statements.

  • Note 4: A gain on disposal of $31 thousand between the parent company and its subsidiaries had been eliminated during the preparation of the consolidated financial statements.

Note 5: Sidestream transactions of $1,056 thousand between the subsidiaries and investees accounted for using the equity method had been eliminated during the preparation of the consolidated financial statements.

Note 6: Gatetech Technology had been disposed of in November 2019.

(Concluded)

  • 90 -

TABLE 8

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and
Products
Paid-in Capital
(Note 1)
Method of Investment Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2019
(Note 1)
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2019 (Note 1)
Net Income (Loss)
of the Investee
(Notes 2 and 3)

% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Notes 2 and 3)
Carrying Amount
as of
December 31,
2019 (Note 1)
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019 (Note 1)
Outflow Inflow
South Eastern (Fujian) Motor
(Note 4)
China Engine (Fujian)
Fujian Benz Automotive
Guangzhou NTN-YULON
Drivertrain
Fuzhou Fushiang Motor
Industrial
Xiangyang NTN-YULON
Drivertrain
Xiamen King-Long
Kian-Shen Frame
Beijing NTN-SEOHAN
Driveshaft
Jiangsu Greentrans
Automotive Parts (Note 5)
Fujian Spicer
Shenyang Spicer
Manufacture and sales of
industrial automation
products
Manufacture and sales of
engines and engine parts
Sales of industrial automation
products
Sales and manufacture of
vehicles’ components
Sales and manufacture of
vehicles’ components
Sales and manufacture of
vehicles’ components
Sales and manufacture of
vehicles’ components
The assembling and extra work
of transmission shafts and
other parts
Manufacture and sales of parts
of electronic motorcycles
Manufacture of vehicles’ key
components, drive axle
assembly and engine parts
series products
Manufacture and sales of
automobile transmission,
shafts, mechanical
transmission, shafts and
components
$ 4,137,240
(US$ 138,000
thousand)
449,700
(US$ 15,000
thousand)
9,640,330
(EUR
287,000
thousand)
374,750
(US$ 12,500
thousand)
533,044
(US$ 17,780
thousand)
1,019,320
(US$ 34,000
thousand)
413,280
(RMB
96,000
thousand)

179,880
(US$ 6,000
thousand)
335,776
(US$ 11,200
thousand)
881,690
(RMB
204,806
thousand)
369,916
(RMB
85,927
thousand)
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
Go directly to the mainland to invest
The Corporation indirectly owns these
investees through investment
company registered in a third region
$ 1,034,310
(US$ 34,500
thousand)
224,850
(US$ 7,500
thousand)
1,564,152
(EUR
46,566
thousand)
149,900
(US$ 5,000
thousand)
84,993
(US$ 2,835
thousand)
-
45,779
(US$ 1,527
thousand)
16,189
(US$ 540
thousand)
335,776
(US$ 11,200
thousand)
323,934
(US$ 10,805
thousand)
78,248
(US$ 2,610
thousand)
$ -
-
-
-
-

-
-
-
-
-
-
$ -

-

-

-

-

-

-

-

-

-

-
$ 1,034,310
(US$ 34,500
thousand)

224,850
(US$ 7,500
thousand)

1,564,152
(EUR
46,566
thousand)

149,900
(US$ 5,000
thousand)

84,993
(US$ 2,835
thousand)

-

45,779
(US$ 1,527
thousand)

16,189
(US$ 540
thousand)

335,776
(US$ 11,200
thousand)

323,934
(US$ 10,805
thousand)

78,248
(US$ 2,610
thousand)
$ (1,606,099)
3,876
5,065,866
(EUR
146,370
thousand)
710,250
(RMB
158,822
thousand)
(152,727)
(RMB
-34,152
thousand)

441,774
(RMB
98,787
thousand)
(52,312)
(RMB
-11,698
thousand)
-
(35,201)
84,764
(22,629)
(US$ -732
thousand)
25.00
38.03
16.23
17.55
15.35
17.55
21.94
3.95
100.00
29.00
20.25
$ (401,525)
1,938
825,656
(EUR
23,856
thousand)
284,100
(RMB
63,529
thousand)
(53,454)
(RMB
-11,953
thousand)
176,710
(RMB
39,515
thousand)
(26,156)
(RMB
-5,849
thousand)
-
(35,201)
24,596
(4,583)
(US$ -148
thousand)
$ 1,325,589
188,079
2,828,379
(EUR
84,203
thousand)
1,824,246
(RMB
423,751
thousand)
537,231
(RMB
124,792
thousand)
854,260
(RMB
198,434
thousand)
215,202
(RMB
49,989
thousand)

32,019
(RMB
7,438
thousand)

222,408

381,631
70,782
(US$ 2,361
thousand)
$ 780,170
(US$ 26,023
thousand)

-
397,806
(EUR
11,843
thousand)
483,959
(RMB
112,418
thousand)
152,982
(RMB
35,536
thousand)
-
-
-

-

-
-
(Continued)
  • 91 -
Investee Company Main Businesses and
Products
Main Businesses and
Products
Paid-in Capital
(Note 1)
Method of Investment Method of Investment Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2019
(Note 1)
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2019 (Note 1)
Net Income (Loss)
of the Investee
(Notes 2 and 3)

% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Notes 2 and 3)
Carrying Amount
as of
December 31,
2019 (Note 1)
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019 (Note 1)
Outflow Inflow
Zhejiang Kangda Motor
Industry And Trading
(Note 7)
Fujian Rui Hua (Note 5)
Guangzhou Huayou Motor
Maintenance (Notes 5
and 6)
Sichuan Huafeng Hanwei
(Notes 5 and 6)
Tianjin Hwarui (Note 5)
Dongguan Huayi (Note 5)
Sichuan Lingwei (Notes 5
and 6)
Dongguan Huashun (Note 5)
Tianjin Hwahong (Note 5)
Guangzhou Huayou Motor
Sales (Notes 5 and 6)
Gatech Suzhou (Notes 5
and 8)
Sales of vehicles and parts
Consultation and services
Sales and maintenance of
vehicles and parts
Sales and maintenance of
vehicles and parts
Sales and maintenance of
vehicles and parts
Sales and maintenance of
vehicles and parts
Sales of vehicles and parts
Sales of vehicles and parts
Sales of vehicles and parts
Sales of vehicles and parts
Aluminum-magnesium alloy
casting industry
$ 172,200
(RMB
40,000
thousand)
101,932
(US$ 3,400
thousand)
384,044
(US$ 12,810
thousand)
399,633
(US$ 13,330
thousand)
240,440
(US$ 8,020
thousand)
133,411
(US$ 4,450
thousand)
-
107,625
(RMB
25,000
thousand)
129,150
(RMB
30,000
thousand)
185,115
(RMB
43,000
thousand)
728,514
(US$ 24,300
thousand)
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
The Corporation indirectly owns these
investees through investment
company registered in a third region
$ 36,216
(US$ 1,208
thousand)
101,932
(US$ 3,400
thousand)
335,746
(US$ 11,199
thousand)
399,633
(US$ 13,330
thousand)
232,675
(US$ 7,761
thousand)
126,426
(US$ 4,217
thousand)
-
-
-
-
607,605
(US$ 20,267
thousand)
$ -
-
-
-
-
-

-

-

-

-
-
$ -

-

-

-

-

-

-

-

-

-

-
$ 36,216
(US$ 1,208
thousand)

101,932
(US$ 3,400
thousand)

335,746
(US$ 11,199
thousand)

399,633
(US$ 13,330
thousand)

232,675
(US$ 7,761
thousand)

126,426
(US$ 4,217
thousand)

-

-

-

-

607,605
(US$ 20,267
thousand)
$ -
1,550
8,824
(62)
(4,289)
(20,669)

(40)
(RMB
-9
thousand)

(11,846)
(RMB
-2,649
thousand)

(3,627)
(RMB
-811
thousand)

7,652
(RMB
1,711
thousand)
11,868
-
100.00
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
-
$ -
1,550
8,824
(62)
(4,289)
(20,669)
(40)
(RMB
-9
thousand)
(11,846)
(RMB
-2,649
thousand)
(3,627)
(RMB
-811
thousand)
7,652
(RMB
1,711
thousand)
11,868
$ -

89,859

36,793

56,220

199,164

80,474
-
77,843
(RMB
18,082
thousand)
127,152
(RMB
29,536
thousand)
13,053
(RMB
3,032
thousand)

-
$ -

-

-

-

-

-

-
-
-
-

-
Accumulated Outward Remittance for Investment
in Mainland China as of December 31, 2019
(Note 1)
Investment Amount Authorized by Investment
Commission, MOEA
(Note 1)
Upper Limit on the Amount of Investment
Stipulated by Investment Commission, MOEA
$5,874,586
(US$143,777 thousand and
EUR46,566 thousand)
$6,993,843
(US$218,195 thousand and
EUR13,467 thousand)
$23,245,237

(Continued)

  • 92 -

Note 1: Translated at the exchange rates on December 31, 2019:US$1:NT$29.98, RMB1:NT$4.305, EUR1:NT$33.59.

Note 2: Translated at the average exchange rates for the year ended December 31, 2019: US$1:NT$30.912, RMB1:NT$4.472, EUR1:NT$34.61.

  • Note 3: The carrying amount and related investment income of the equity investment were calculated based on the audited financial statements of the corresponding year.

  • Note 4: During the preparation of the consolidated financial statements, the unrealized profit of $12,283 thousand had been eliminated.

  • Note 5: Eliminated during the preparation of the consolidated financial statements.

  • Note 6: In November 2018, Sichuan Huafeng Hanwei, Sichuan Lingwei, Guangzhou Huayou Motor Maintenance and Guangzhou Huayou Motor Sales resolved to dissolve their respective companies. As of December 31, 2019, except for the annulment of Sichuan Lingwei which had been completed in July 2019, the remaining companies have not completed their respective liquidation procedures. The liquidation of Sichuan Huafeng Hanwei had been completed in February 2020.

  • Note 7: In August 2018, the Group reclassified the joint venture, Zhejiang Kanda, as non-current assets held for sale.

  • Note 8: Gatetech Suzhou had been disposed of in November 2019.

(Concluded)

  • 93 -

TABLE 9

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019

(In Thousands of New Taiwan Dollars)

No. Company Name Related Party Relationship Transaction Details
Financial Statement Account
Amount
Payment Terms % to Total
Sales or Assets
0 China Motor Corporation Kian Shen
COC
Sino Diamond Motors
Subsidiary
Subsidiary
Subsidiary
Accounts payable
Cost of goods sold
Cost of goods sold
Other receivables
Other operating revenue
$ 130,142
620,589
315,567
600,000
173,880
The prices and payment terms were based on agreements.
The prices and payment terms for related-party transactions were based on
market price which is not significantly different from those to third parties.
The prices and payment terms for related-party transactions were based on
market price which is not significantly different from those to third parties.
The prices and payment terms were based on agreements.
The prices and payment terms for related-party transactions were based on
market price which is not significantly different from those to third parties.
0.25
1.94
0.98
1.17
0.54

Note 1: Eliminated.

Note 2: This table includes transactions for amounts over one hundred million.

  • 94 -

TABLE 10

CHINA MOTOR CORPORATION AND SUBSIDIARIES

FRAMEWORK OF INTERCOMPANY INVESTMENT RELATIONSHIPS AND PERCENTAGE OF SHAREHOLDING DECEMBER 31, 2019

==> picture [1073 x 504] intentionally omitted <==

----- Start of picture text -----

Parent Company
43.87% 52.10% 100.00% 100.00% 100.00% 100.00% 49.76%
Alliance CMI
Kian Shen China Engine Sino Diamond Investment & (Samoa) Hwa Chung COC
Motors Motors
Management
(Note)
60.00% 100.00% 100.00% 85.00%
100.00%
100.00%
100.00% 100.00% 100.00% 100.00%
Kian Shen Investment Advance Power Machinery Advance Power Investment Hua-Yu (Samoa) Brilliant Insight International Investment Greentrans 40.00% Greentrans Ling Wei Y.M.
(British Virgin (Mauritius) Consultancy (Samoa) Hi-Tech
Islands) Service 100.00%
100.00% 100.00% Co., Ltd. 100.00%
100.00%
KSIHK Hwa-Lin Hwa Wei Holdings Shye Shinn
Fujian Rui Jiangsu
(Hong Kong) Hua (British Virgin Greentrans (British Virgin (British Virgin
Islands) Islands) Islands)
100.00% 99.75%
100.00% 100.00%
0.25%
Sichuan Huafeng Guangzhou
Dongguan Huayi Tianjin Hwarui
Hanwei Huayou Motor
Maintenance
100.00% 100.00% 100.00%
Dongguan Tianjin Guangzhou
Huashun Hwahong Huayou Motor
Sales
----- End of picture text -----

Note: Since Sino Diamond Motors holds 1 thousand shares of China Engine, the percentage of ownership is not disclosed.

  • 95 -